Xizang Zhihui Mining Co., Ltd. — Proxy Solicitation & Information Statement 2023

Oct 9, 2023

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

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(a joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1133)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ EGM ”) of Harbin Electric Company Limited (the “ Company ”) will be held at the conference room of the Company located at 1399 Chuangxinyi Road, Songbei District, Harbin, Heilongjiang Province, the PRC on Tuesday, 31 October 2023 at 9:00 a.m. to consider and, if thought fit, pass the following resolution. Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as those defined in the circular dated 10 October 2023 issued by the Company (the “ Circular ”).

ORDINARY RESOLUTION

1. THAT:

• (a) the conditional agreement dated 18 July 2023 entered into between the Company (as vendor) and Jiamusi Electric (as purchaser) in respect of the sale and purchase of 51% equity interest in Power Equipment Company (the “ Asset Purchase Agreement ”, a copy of which has been produced to the meeting and signed by the chairman of the meeting for the purpose of identification) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

• (b) and any one Director or the authorised person(s) of the Company be and is/ are hereby authorised on behalf of the Company to sign, seal and execute all such other documents and agreements and to do all such acts and things as he may in his discretion consider necessary or desirable or expedient to implement and/or to give effect to the Asset Purchase Agreement and the transactions contemplated thereunder.

By Order of the Board Harbin Electric Company Limited Ai Li-song Company Secretary

Harbin, the PRC, 10 October 2023

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Notes:

(1) VOTING ARRANGEMENTS

Harbin Electric Corporation and its associates are required to, and will, abstain from voting on the resolution to be proposed for approving the Disposal at the EGM.

(2) REGISTRATION PROCEDURES FOR THE EGM

Shareholders shall note that, pursuant to Article 45 of the articles of association of the Company, the register of shareholders of the Company will be closed during the period from Thursday, 26 October 2023 to Tuesday, 31 October 2023, both days inclusive, during which no transfer of Shares will be registered. In order to qualify to attend and vote at the EGM, all transfer documents, together with the relevant share certificates, should be lodged to the Company’s share registrar in Hong Kong, Hong Kong Registrars Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for H Shareholders), or to the Company’s principal place of business in the PRC (for Domestic Shareholders), no later than 4:30 p.m. on Wednesday, 25 October 2023. Shareholders whose names appear on the register of shareholders of the Company on Thursday, 26 October 2023 shall be entitled to attend the EGM to vote thereat.

(3) PROXY

• i. Any Shareholders entitled to attend and to vote at the EGM shall be entitled to appoint a proxy, who need not be a Shareholder, to attend and to vote on his or her behalf. A member who is the holder of two or more Shares may appoint more than one proxy.

• ii. To be valid, the proxy form and, if such proxy is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, a notarised copy of that power of attorney or other authority must be delivered to the Company not less than 24 hours before the time scheduled for holding the EGM or any adjournment thereof.

• iii. Domestic Shareholders shall deliver the proxy form and, if such proxy is signed by a person on behalf of his or her appointer pursuant to a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority, to the Company’s principal place of business in the PRC at 1399 Chuangxinyi Road, Songbei District, Harbin, Heilongjiang Province, the PRC.

• iv. H Shareholders shall deliver the proxy form and, if such proxy is signed by a person on behalf of his or her appointer pursuant to a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority, to the Company’s share registrar in Hong Kong, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong.

• v. Completion and return of the proxy form will not affect the right of the Shareholders to attend and to vote at the EGM in person. In such event, the proxy form will be deemed to have been revoked.

• vi. Shareholders or their proxies shall produce their identification documents (and proxy forms in cases of proxies) when attending the EGM.

(4)

MISCELLANEOUS

The EGM is expected to last for 20 minutes. Shareholders and their proxies attending the EGM shall be responsible for the transportation and accommodation expenses on their own.

As at the date of this notice, the executive Directors of the Company are Mr. Cao Zhi-an, Mr. Huang Wei and Mr. Zhang Ying-jian; and the independent non-executive Directors of the Company are Mr. He Yu, Mr. Hu Jian-min, Mr. Tang Zhi-hong and Mr. Pan Qi-long.

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