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

Apr 21, 2023

50663_rns_2023-04-21_ddb3bd95-997d-4da7-9e43-f3e353b6c01a.pdf

Proxy Solicitation & Information Statement

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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 DOMESTIC SHARES CLASS MEETING

NOTICE IS HEREBY GIVEN that the Domestic Shares Class Meeting of Harbin Electric Company Limited (the “ Company ”) will be held at Conference Room of the Company located at 1399 Chuangxinyi Road, Songbei District, Harbin, Heilongjiang Province, the PRC on Thursday, 25 May 2023 at 10:00 a.m. (or immediately after the conclusion of the H Shares Class Meeting of the Company of even date) 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 24 April 2023 issued by the Company (the “ Circular ”).

SPECIAL RESOLUTIONS

  1. To authorize the Board of the Company to carry out one-off repurchase or repurchase by tranches of H shares of not more than 10% of the total issued H shares of the Company at the date of passing this resolution through the Stock Exchange of Hong Kong Limited as deemed appropriate timing. The valid term of the authorization is 12 months commencing from the date of passing such resolution or until the conclusion of the first AGM after passing such resolution or its revocation or alternation through a special resolution at a general meeting, whichever is the earliest;

  2. Conditional upon the above resolution to repurchase shares being passed and implemented, the Board of the Company shall be authorized to make necessary amendments to clause 16 and clause 17 of the Articles of Association of the Company, so as to reflect the alterations to the Company’s share capital structure and registered capital arising from the repurchase of shares.

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

Harbin, PRC, 24 April 2023

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As at the date of this notice, the executive Directors of the Company are Mr. Cao Zhi-an, Mr. Wu Wei-zhang and Mr. Zhang Ying-jian; and the independent non-executive Directors of the Company are Mr. He Yu, Mr. Hu Jian-min, Mr. Chen Guo-qing and Mr. Tang Zhi-hong.

Notes:

  1. For the purpose of determining Shareholders’ entitlement to attend and vote at the Domestic Shares Class Meeting, the register of members of the Company will be closed from Monday, 22 May 2023 to Thursday, 25 May 2023, during which period no transfer of shares will be registered. Shareholders whose names appear on the register before book closure shall be entitled to attend and vote at the Domestic Shares Class Meeting. Persons buying shares of the Company during the period of book closure shall not be entitled to attend and vote at the Domestic Shares Class Meeting. In order to be qualified in attending this Domestic Shares Class Meeting, all transfers of shares accompanied with the relevant share certificates must be lodged with the Company’s principal place of business in the PRC at 1399 Chuangxinyi Road, Songbei District, Harbin, Heilongjiang Province, the PRC no later than 4:30 p.m. on Friday, 19 May 2023.

  2. Any Shareholder entitled to attend and vote at the Domestic Shares Class Meeting is entitled to appoint one or more persons (whether or not a shareholder of the Company) as his/her proxy to attend and vote on his/her behalf.

  3. To be valid, the form of proxy, together with a notarially certified power of attorney or other document of authority, if any, under which the form is signed, must return the same to the Company’s principal place of business in the PRC at 1399 Chuangxinyi Road, Songbei District, Harbin, Heilongjiang Province, the PRC as soon as possible but in any event not less than 24 hours before the time fixed for holding Domestic Shares Class Meeting or any adjournment thereof.

  4. Completion and return of the proxy form will not preclude shareholders from attending and voting in person at the Domestic Shares Class Meeting. In such case, the proxy form will be deemed to be revoked.

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