THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Harbin Electric Company Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

哈尔滨电气股份有限公司
HARBIN ELECTRIC COMPANY LIMITED
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1133)

(1) RE-ELECTION OF DIRECTOR;
(2) CHANGE OF AUDITOR;
(3) AUTHORIZATION
TO APPOINT A DIRECTOR TO FILL CASUAL VACANCY;
(4) PROPOSED AUTHORIZATION OF GENERAL MANDATE TO
REPURCHASE H SHARES;
(5) NOTICE OF ANNUAL GENERAL MEETING;
(6) NOTICE OF H SHARES CLASS MEETING
AND
(7) NOTICE OF DOMESTIC SHARES CLASS MEETING

A letter from the Board is set out on pages 1 to 7 of this circular.

The AGM, the H Shares Class Meeting and the Domestic Shares Class Meeting will be held at Conference Room of the Company located at 1399 Chuangxinyi Road, Songbei District, Harbin, Heilongjiang Province, the PRC on Friday, 23 May 2025. The AGM will be held on Friday, 23 May 2025 at 9:00 a.m. for the annual general meeting, and the H Shares Class Meeting and the Domestic Shares Class Meeting will be respectively held at 9:30 a.m. (or immediately after the AGM) and 10:00 a.m. (or immediately after the H Shares Class Meeting), notices of which are set out on pages 12 to 18 of this circular.

Whether or not you intend to attend those meetings, you are required to complete the forms of proxy enclosed herein in accordance with the instructions printed thereon and return the same to the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (for the holders of the H Shares only) or the Company's principal place of business in the PRC at 1399 Chuangxinyi Road, Songbei District, Harbin, Heilongjiang Province, the PRC (for the holders of the Domestic Shares only) as soon as possible but in any event not less than 24 hours before the time fixed for holding those meetings or any adjournment thereof. Completion and delivery of the said forms of proxy will not preclude you from attending and voting in person at those meetings or any adjournment thereof if you so wish.

17 April 2025

CONTENTS

CONTENTS... i
DEFINITIONS... ii
LETTER FROM THE BOARD... 1
APPENDIX I – PARTICULARS OF THE DIRECTORS ELIGIBLE FOR RE-ELECTION... 8
APPENDIX II – EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE... 9
NOTICE OF AGM... 12
NOTICE OF H SHARES CLASS MEETING... 15
NOTICE OF DOMESTIC SHARES CLASS MEETING... 17

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

"AGM"
the annual general meeting of the Company to be held at Conference Room of the Company located at 1399 Chuangxinyi Road, Songbei District, Harbin, Heilongjiang Province, the PRC on Friday, 23 May 2025 at 9:00 a.m.;

"Articles of Association"
the articles of association of the Company (amended from time to time);

"Auditor"
the auditor of the Company;

"Board"
the board of Directors of the Company;

"close associate(s)"
has the meaning ascribed to it under the Listing Rules;

"Company"
Harbin Electric Company Limited, a company incorporated in the PRC with limited liability, the H-shares of which are listed on the Main Board of the Stock Exchange (stock Codes: 1133);

"connected person(s)"
has the meaning ascribed to it under the Listing Rules;

"Dahua Certified Public Accountants"
Dahua Certified Public Accountants LLP;

"Director(s)"
director(s) of the Company;

"Domestic Share(s)"
the ordinary unlisted domestic share(s) with a nominal value of RMB1.00 each in the issued share capital of the Company;

"Domestic Shareholder(s)"
the holder(s) of the Domestic Shares;

"Domestic Shares Class Meeting"
the domestic shares class meeting of the Company to be held at Conference Room of the Company located at Harbin, Heilongjiang Province, the PRC on Friday, 23 May 2025 at 10:00 a.m. (or immediately after the H Shares Class Meeting);

"HE"
Harbin Electric Corporation (哈爾濱電氣集團有限公司), a wholly state-owned company incorporated in the PRC under the laws of the PRC;

– ii –

DEFINITIONS

"HK$"
Hong Kong dollar, the lawful currency of Hong Kong;

"Hong Kong"
the Hong Kong Special Administrative Region of the PRC;

"H Share(s)"
the ordinary overseas listed foreign share(s) with a nominal value of RMB1.00 each in the issued share capital of the Company which are listed on the Main Board of the Stock Exchange;

"H Shareholder(s)"
the holder(s) of H Shares;

"H Shares Class Meeting"
the H shares class meeting of the Company to be held at Conference Room of the Company located at Harbin, Heilongjiang Province, the PRC on Friday, 23 May 2025 at 9:30 a.m. (or immediately after the AGM);

"Latest Practicable Date"
Thursday, 10 April 2025;

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange, as amended and modified from time to time;

"PRC"
the People's Republic of China, and for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region and Taiwan;

"Repurchase Mandate"
the mandate proposed to be granted to the Board by special resolutions at the AGM, the H Shares Class Meeting and the Domestic Shares Class Meeting to repurchase not more than 10% of the total H Shares as at the date of passing the relevant resolution;

"RMB"
Renminbi, the lawful currency of the PRC;

"Shareholder(s)"
holder(s) of the Share(s) of the Company;

"ShineWing Certified Public Accountants"
ShineWing Certified Public Accountants LLP;

"Stock Exchange"
The Stock Exchange of Hong Kong Limited;

"Board of Supervisor"
Board of Supervisors of the Company; and

"Takeovers Codes"
The Codes on Takeovers and Mergers and Share Buybacks issued by the Securities and Futures Commission of the Hong Kong.

iii -

LETTER FROM THE BOARD

哈尔滨电气股份有限公司

HARBIN ELECTRIC COMPANY LIMITED

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

(Stock Code: 1133)

Executive Directors:
Mr. Cao Zhi-an
Mr. Huang Wei
Mr. Du Xing-kai

Registered Office and headquarters:
1399 Chuangxinyi Road,
Songbei District,
Harbin, Heilongjiang Province,
the People's Republic of China

Independent Non-Executive Directors:
Mr. He Yu
Mr. Pan Qi-long
Ms. Niu Xiang-chun
Mr. Gao Yi-bin

Principal Place of Business in Hong Kong:
Room 1601, 16th Floor
LHT Tower
31 Queen's Road Central
Hong Kong

17 April 2025

To the Shareholders

Dear Sir or Madam,

LETTER FROM THE BOARD

I. INTRODUCTION

The purpose of this circular is to give you the information to consider and, if thought fit, approve, among other things, (i) re-election of Director; (ii) change of auditor; (iii) granting the Board the authority to appoint a Director to fill casual vacancy; and (iv) granting the Board the general mandate to repurchase H Shares of the Company, and providing you with the notices of the AGM, the H Shares Class Meeting and the Domestic Shares Class Meeting.

II. RE-ELECTION OF MR. DU XING-KAI AS AN EXECUTIVE DIRECTOR OF THE COMPANY AND DETERMINATION OF HIS REMUNERATION

The Board is currently composed of seven Directors, including three executive Directors and four independent non-executive Directors.

According to Article 83 of the Articles of Association, under the authorization of the shareholders general meeting, the Board shall have the power to appoint any person either to fill in a casual vacancy of the Board or as an additional Director, his/her term of office shall expire at the conclusion of the next AGM. Such person is entitled to be re-elected to serve consecutive terms.

Reference is made to the announcement of the Company dated 7 April 2025 in relation to the appointment of Mr. Du Xing-kai as an executive Director with effect from 7 April 2025. Pursuant to Article 83 of the Articles of Association, Mr. Du Xing-kai will act as an executive Director until the expiration of the AGM. Mr. Du Xing-kai is eligible and offers himself for re-election.

The Company will propose an ordinary resolution to the Shareholders at the AGM to consider and, if thought fit, approve the re-election of Mr. Du Xing-kai as an executive Director of the Company and determination of his remuneration.

"Mr. Du Xing-kai is re-elected as an executive Director without receiving any remuneration."

Details of the abovementioned Director are set out in Appendix I to this circular.

LETTER FROM THE BOARD

III. CHANGE OF AUDITOR

Reference is made to the announcement of the Company dated 7 April 2025 in relation to the proposed change of auditor of the Company.

In accordance with the Administrative Measures for the Selection and Appointment of Accounting Firms by State-owned Enterprises and Listed Companies (《國有企業、上市公司選聘會計師事務所管理辦法》) and other relevant regulations, in principle, a state-owned enterprise shall not engage the same accounting firm for more than eight consecutive years. Since 2019, Dahua Certified Public Accountants has served as the auditor of the Company's annual financial accounting report audit for six years, which is closer to the rotation period as required by the relevant regulations. The Board and its audit committee are of the view that it is an appropriate time for rotation of the Company's auditor to maintain good corporate governance practices, and such rotation will enhance the independence of the Company's external audit services. In this regard, the Company intends to appoint an accounting firm with more extensive experience in auditing H-share listed companies as its auditor for the 2025 financial statements to further enhance work efficiency. After comprehensive consideration of the Company's audit service requirements mentioned above, the Company conducted a tender process for the selection and appointment of auditor for the 2025 financial statements, and based on the results of the tender and the approval by the Board and its audit committee, it is proposed to appoint ShineWing Certified Public Accountants as the Company's auditor for the year 2025.

The Board and its audit committee have confirmed that there is no disagreement between the Company and Dahua Certified Public Accountants, nor other matters in relation to the change of auditor that need to be brought to the attention of the Shareholders. Dahua Certified Public Accountants has also confirmed in its resignation letter that there are no other matters in relation to its resignation that need to be brought to the attention of the Shareholders. The Board would like to express its sincere gratitude to Dahua Certified Public Accountants for its professional and high-quality services provided over a long period of time.

The Board and its audit committee have reviewed ShineWing Certified Public Accountants' qualifications, credentials, experience, quality management, fees, audit work programme based on the actual situation of the Company and the relevant guidelines set forth in the Guidelines for Effective Audit Committees-Selection, Appointment and Reappointment of Auditors issued by the Hong Kong Accounting and Financial Reporting Council, and have concluded that ShineWing Certified Public Accountants meets all regulatory requirements and the needs of the Company in terms of its independence, professional qualifications, competence, resources allocation, audit fees, and reputation.

LETTER FROM THE BOARD

The Company will propose an ordinary resolution to the Shareholders at the AGM to consider and, if thought fit, appoint ShineWing Certified Public Accountants as the auditor of the Company for the 2025 financial statements and authorize the Board to fix its remuneration.

IV. AUTHORIZATION TO APPOINT A DIRECTOR TO FILL CASUAL VACANCY

At the AGM, the Company will propose a special resolution for the Shareholders to consider and, if thought fit, approve the authorization to the Board to appoint any person either to fill a casual vacancy of the Board or as an additional Director according to Article 83 of the Articles of Association, his/her term of office shall expire at the conclusion of the next AGM. Such person is entitled to be re-elected to serve consecutive terms.

V. AUTHORIZATION OF GENERAL MANDATE TO REPURCHASE H SHARES

The Company will propose a special resolution to the Shareholders at the AGM, the H Shares Class Meeting and the Domestic Shares Class Meeting, to consider and, if thought fit, approve (i) grant of general mandate to the Board 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 as deemed appropriate timing. The valid term of the authorization is 12 months commencing from the date of passing of such resolution or until the conclusion of the first AGM after passing such resolution or its revocation or alternation by a special resolution at any general meeting thereafter, whichever is the earliest; and (ii) if the resolution on the grant of Repurchase Mandate to the Board was approved and implemented, then the Board will be authorized to amend the relevant articles (including Article 16 and Article 17) of the Articles of Association so as to reflect the alterations to the Company's total issued shares, share capital structure and registered capital arising from the repurchase of H Shares.

Assuming that the resolution on the grant of Repurchase Mandate to the Board had been approved and implemented, the relevant amendments to the Articles of Association will be subject to Shareholders' approval by way of special resolutions at the AGM, the H Shares Class Meeting and the Domestic Shares Class Meeting, and approval by the relevant China government authority and registration or filing with the relevant authority.

The explanatory statement in relation to the proposed grant of Repurchase Mandate to the Board to be despatched to the Shareholders as required by the Listing Rules is set out in Appendix II to this circular.

LETTER FROM THE BOARD

VI. AGM, H SHARES CLASS MEETING AND DOMESTIC SHARES CLASS MEETING

The AGM, the H Shares Class Meeting and the Domestic Shares Class Meeting will be held at Conference Room of the Company located at 1399 Chuangxinyi Road, Songbei District, Harbin, Heilongjiang Province, the PRC on Friday, 23 May 2025. The AGM will be held on Friday, 23 May 2025 at 9:00 a.m., and the H Shares Class Meeting and the Domestic Shares Class Meeting will be held at 9:30 a.m. (or immediately after the AGM) and 10:00 a.m. (or immediately after the H Shares Class Meeting), notices of which are set out on pages 12 to 18 of this circular.

At the AGM, certain resolutions will be proposed for the Shareholders to consider and, if thought fit, approve, among other things, (i) re-election of Director; (ii) change of auditor; (iii) granting the Board the authority to appoint a Director to fill casual vacancy; and (iv) granting the Board the general mandate to repurchase H Shares of the Company, and if the resolution on the grant of Repurchase Mandate to the Board was approved and implemented, then the Board will be authorized to amend the relevant articles of the Articles of Association.

The Company will propose one special resolution to H Shareholders and Domestic Shareholders respectively at the H Shares Class Meeting and the Domestic Shares Class Meeting to consider and, if thought fit, approve the grant of general mandate to the Board to repurchase H Shares of the Company; and if the resolution on the grant of Repurchase Mandate to the Board was approved and implemented, then the Board will be authorized to amend the relevant articles of the Articles of Association.

Voting on the above resolutions will be conducted by poll at the AGM, the Class Meeting of H Shares and the Class Meeting of Domestic Shares (as the case may be) respectively. The re-election of Director and change of auditor will be proposed for approval by the Shareholders at the AGM by way of an ordinary resolution. The granting the Board the authority to appoint a Director to fill casual vacancy, the Repurchase Mandate and the authority to amend relevant articles of the Articles of Association (if the Repurchase Mandate is granted and implemented) will be proposed for approval by relevant Shareholders by way of special resolutions at the AGM, the H Shares Class Meeting and the Domestic Shares Class Meeting (as the case may be).

As of the Latest Practicable Date, to the best knowledge of the Directors having made all reasonable enquiries, none of the connected persons of the Company, Shareholders or their respective close associates has a material interest in the resolutions to be proposed at the AGM, the H Shares Class Meeting and the Domestic Shares Class Meeting and must abstain from voting at the AGM, H Shares Class Meeting or Domestic Shares Class Meeting.

LETTER FROM THE BOARD

For the purpose of determining Shareholders' entitlement to attend and vote at the AGM, the H Shares Class Meeting and Domestic Shares Class Meeting, the register of members of the Company will be closed from Tuesday, 20 May 2025 to Friday, 23 May 2025 (both dates inclusive) 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 AGM, the H Shares Class Meeting and the Domestic Shares Class Meeting (as the case may be). Persons buying shares of the Company during book closure shall not be entitled to attend and vote at the AGM, the H Shares Class Meeting and the Domestic Shares Class Meeting. In order to be qualified for attending the AGM, the H Shares Class Meeting and the Domestic Shares Class Meeting (as the case may be), all duly completed transfers of shares together with the relevant share certificates must be lodged with Computershare Hong Kong Investor Services Limited, the Company's share registrar in Hong Kong, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (for the holders of the H Shares only) or the Company's principal place of business in the PRC at 1399 Chuangxinyi Road, Songbei District, Harbin, Heilongjiang Province, the PRC (for the holders of the Domestic Shares only) not later than 4:30 p.m. on Monday, 19 May 2025.

VII. RECOMMENDATION

The Board is of the view that the resolutions proposed at the AGM, the H Shares Class Meeting and the Domestic Shares Class Meeting are in the best interests of the Company and all Shareholders as a whole. The Board is also of the view that the grant of authorization to the Board to fill casual vacancy and Repurchase Mandate are in the interests of the Company and the Shareholders. As such, the Board recommends you to vote in favour of all resolutions at the AGM, the H Shares Class Meeting and the Domestic Shares Class Meeting (as the case may be).

LETTER FROM THE BOARD

VIII. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other facts the omission of which would make any statement herein misleading.

Yours faithfully,

By Order of the Board

Harbin Electric Company Limited

Ai Li-song

Company Secretary

Harbin, the PRC

APPENDIX I

PARTICULARS OF THE DIRECTORS ELIGIBLE FOR RE-ELECTION

THE BIOGRAPHY OF EXECUTIVE DIRECTOR ELIGIBLE FOR RE-ELECTION AT THE AGM IS SET OUT BELOW:

Mr. Du Xing-kai (“Mr. Du”), born in 1967, holds a bachelor’s degree and title of senior accountant at professor level, and is currently an executive director, deputy secretary of the Party Committee, general counsel, chief compliance officer, and principal of the Party school (Cadre Training Centre) of the Company, a director and deputy secretary of the Party Committee of HE. Mr. Du graduated from the Department of Management Engineering, Northeast Institute of Technology with a bachelor’s degree in industrial accounting. Since then, Mr. Du has served as deputy head and head of the capital operation department of the financial planning division of Angang, director, deputy general manager and general manager of Angang Financial Company Limited, general manager of the capital operation department of Angang Group Company Limited, and director of Angang Group Hong Kong (Holdings) Limited. In November 2020, he was appointed as assistant to general manager and general manager of the capital operation department of Angang Group Company Limited, and in February 2021, he was appointed as chairman of Angang Capital Holding Co., Ltd. He has been the chief accountant and a member of the Standing Committee of the Party Committee of HE since July 2022, and the senior vice president and a member of the Standing Committee of the Party Committee of the Company since August 2022. He has served as the deputy secretary of the Party Committee of the Company and a director and deputy secretary of the Party Committee of HE since March 2025. He has served as an executive director of the Company since April 2025.

Mr. Du will not receive director remuneration.

As at the Latest Practicable Date, save as discussed above, (i) Mr. Du has not held any directorship in any other listed companies in Hong Kong or overseas in the past three years, and has not held any other major appointments and professional qualifications; (ii) Mr. Du has not held any other position with the Company or any subsidiaries of the Company; (iii) Mr. Du does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); and (iv) Mr. Du does not have any relationship with other Directors, supervisors, senior management, substantial shareholders or controlling shareholders of the Company.

In addition, there is no other information relating to the appointment of Mr. Du that needs to be disclosed under Rule 13.51(2) (h) to (v) of the Listing Rules and there is no other matter that needs to be brought to the attention of the Shareholders.

APPENDIX II

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

This explanatory statement contains all the information required under Rule 10.06(1)(b) of the Listing Rules. The Company has confirmed that there are no anomalies in this explanatory letter and the proposed repurchase of H Shares in the event that the Directors exercise the Repurchase Mandate.

EXERCISE OF THE REPURCHASE MANDATE

The Directors believe that the flexibility afforded by the Repurchase Mandate would be beneficial to the Company. It is proposed that up to 10% of the total number of H Shares in issue on the date of the passing of the special resolution (subject to adjustment in the case of any subdivision and consolidation of Shares after the relevant general meeting) to approve the Repurchase Mandate may be repurchased. As at the Latest Practicable Date, 675,571,000 H Shares in total were issued by the Company. Assuming that there is no change in the total issued H share capital of the Company as at the date of approval of the special resolution of the Repurchase Mandate, the Board would be authorised to repurchase up to 67,557,100 H Shares during the period of 12 months commencing from the date of the passing of such resolution or until the conclusion of the first AGM after passing such resolution or its revocation or alteration by a special resolution at a general meeting thereafter, whichever is the earliest.

The Repurchase Mandate will be exercised by the Directors in accordance with the relevant resolution to be proposed according to the Listing Rules and applicable PRC laws.

REASONS FOR AND BENEFITS OF REPURCHASE OF H SHARES

The Board is of the view that the current stock price of the Company obviously deviates from the fair value of the Company. Repurchase of H shares is in the interests of the Shareholders as a whole, and at the same time, can stabilize the market expectation and regain investors' confidence.

FUNDING OF REPURCHASE OF H SHARES

Repurchase pursuant to the grant of Repurchase Mandate to the Board would be financed entirely from the Company's available cash flow or working capital. Any repurchase will be made out of funds of the Company legally permitted to be utilised for such purpose in accordance with its Articles of Association and the laws of PRC, including profits otherwise available for distribution. Under the Companies Ordinance of PRC, a company's profits available for distribution are its accumulated and realised profits, so far as not previously utilised by distribution or capitalisation, less its accumulated and realised losses, so far as not previously written off in a reduction or reorganisation of capital duly made.

APPENDIX II

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

There might be an adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its latest published audited accounts for the year ended 31 December 2024) in the event that the Repurchase Mandate is exercised in full.

However, the Board does not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the Company's working capital or gearing position, which in the opinion of the Directors are from time to time appropriate for the Company.

DISCLOSURE OF INTERESTS

None of the Directors, and to the best of their knowledge, having made all reasonable enquires, none of their close associates, has any present intention to sell H Shares to the Company or its subsidiaries if the Repurchase Mandate is approved by the Shareholders.

No core connected persons of the Company have notified the Company that they (i) have a present intention to sell H Shares to the Company or its subsidiaries or (ii) have undertaken not to sell H Shares to the Company or its subsidiaries, if the grant of Repurchase Mandate to the Board is approved by the Shareholders.

H SHARES REPURCHASE MADE BY THE COMPANY

No repurchase of H Shares has been made by the Company (whether on the Stock Exchange or otherwise) during the six months preceding the date of this circular.

EFFECT OF TAKEOVERS CODES

If as a result of H Shares repurchase by the Company, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Codes. As a result, the Shareholders, or group of Shareholders acting in concert, depending on the level of increase of its or their shareholding, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Codes.

10 -

APPENDIX II

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

As at the Latest Practicable Date, the controlling shareholder of the Company is HE, holding 1,560,705,000 domestic shares of the Company, representing 69.79% of the total number of Shares of the Company as of the Latest Practicable Date, which exceeds 50% of the total number of shares of the Company. If the Repurchase Mandate is exercised in full, the number of H Shares of the Company will be reduced to 608,013,900 shares and the total number of shares of the Company will be reduced to 2,168,718,900 shares and HE will hold shares representing 71.96% of the total share capital of the Company. Therefore, exercise of the Repurchase Mandate shall not result in a mandatory offer obligation upon the HE under Rule 26 of the Takeovers Codes.

H SHARES MARKET PRICES

The highest and lowest prices at which the H Shares have been traded on the Stock Exchange during each of the previous twelve months preceding the Latest Practicable Date were as follows:

Time	Traded market price
	Highest (HK$)	Lowest (HK$)
2024
April	2.61	2.13
May	2.92	2.49
June	2.87	2.38
July	3.00	2.29
August	2.69	2.25
September	2.71	2.16
October	3.11	2.44
November	2.88	2.39
December	2.71	2.40
2025
January	3.27	2.36
February	3.70	3.02
March	4.52	3.42
April (to the Latest Practicable Date)	4.41	3.53

NOTICE OF AGM

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.

哈尔滨电气股份有限公司

HARBIN ELECTRIC COMPANY LIMITED

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

(Stock Code: 1133)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2024 AGM 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 Friday, 23 May 2025 at 9:00 a.m. to consider and, if thought fit, pass the following resolutions. Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as those defined in the circular dated 17 April 2025 issued by the Company (the "Circular").

ORDINARY RESOLUTIONS

To consider and approve the Directors' Report of the Company for the year ended 31 December 2024;
To consider and approve the Report of the Board of Supervisors of the Company for the year ended 31 December 2024;
To consider and approve the audited accounts and the auditor's report of the Company for the period from 1 January 2024 to 31 December 2024;
To declare the 2024 final dividend of RMB0.227 per share (tax included) of the Company to be paid on 23 July 2025;
To re-elect Mr. Du Xing-kai as an executive director of the Company without director remuneration; and
To appoint ShineWing Certified Public Accountants as the auditor of the Company for the 2025 financial statements of the Company and authorize the Board of Directors of the Company to fix its remuneration;
12 -

NOTICE OF AGM

SPECIAL RESOLUTIONS

To grant the Board to appoint any person either to fill a casual vacancy of the Board or as an additional Director, his/her term of office shall expire at the conclusion of the next AGM;
To authorize the Board 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 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 thereafter, whichever is the earliest; and
Conditional upon the above resolution on Repurchase Mandate being passed and implemented, the Board shall be authorized to make necessary amendments to Article 16 and Article 17 of the Articles of Association, so as to reflect the alterations to the Company’s total number of issued shares, share capital structure and registered capital arising from the repurchase of H shares.

By Order of the Board

Harbin Electric Company Limited

Ai Li-song

Company Secretary

Harbin, the PRC

17 April 2025

As at the date of this notice, the executive Directors of the Company are Mr. Cao Zhi-an, Mr. Huang Wei and Mr. Du Xing-kai; and the independent non-executive Directors of the Company are Mr. He Yu, Mr. Pan Qi-long, Ms. Niu Xiang-chun and Mr. Gao Yi-bin.

NOTICE OF AGM

Notes:

For the purpose of determining Shareholders’ entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, 20 May 2025 to Friday, 23 May 2025 (both dates inclusive) during which period no transfer of shares will be registered. Shareholders whose names appear on the register on Tuesday, 20 May 2025 shall be entitled to attend and vote at the AGM. Persons buying shares of the Company during book closure shall not be entitled to attend and vote at the AGM. In order to be qualified for attending the AGM, all duly completed transfers of shares together with the relevant share certificates must be lodged with Computershare Hong Kong Investor Services Limited, the Company’s share registrar in Hong Kong, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for the holders of the H Shares only) or the Company’s principal place of business in the PRC at 1399 Chuangxinyi Road, Songbei District, Harbin, Heilongjiang Province, the PRC (for the holders of the Domestic Shares only) not later than 4:30 p.m. on Monday, 19 May 2025.
For the purpose of determining Shareholders’ entitlement to the 2024 final dividend, the register of members of the Company will be closed from Monday, 16 June 2025 to Friday, 20 June 2025 (both days inclusive), during which period no transfer of shares will be registered. Shareholders whose names appear on the register of members as at Monday, 16 June 2025 are qualified for the 2024 final dividend which will be paid on Wednesday, 23 July 2025. In order to be qualified for the 2024 final dividend, all duly completed transfer documents together with the relevant share certificates must be lodged with Computershare Hong Kong Investor Services Limited, the Company’s share registrar in Hong Kong, in Hong Kong, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for the holders of the H Shares only) or the Company’s principal place of business in the PRC at 1399 Chuangxinyi Road, Songbei District, Harbin, Heilongjiang Province, the PRC (for the holders of the Domestic Shares only) not later than 4:30 p.m. on Friday, 13 June 2025.
Any Shareholder entitled to attend and vote at the AGM is entitled to appoint one or more Shareholder proxies (whether a Shareholder or not) to attend and vote on his/her behalf.
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 share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for the holders of the H Shares only) or the Company’s principal place of business in the PRC at 1399 Chuangxinyi Road, Songbei District, Harbin, Heilongjiang Province, the PRC (for the holders of the Domestic Shares only) as soon as possible but in any event not less than 24 hours before the time fixed for holding AGM or any adjournment thereof, to ensure the validity of the above documents.
Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the AGM. In such case, the form of proxy will be deemed to be revoked.
Shareholders or their proxies are required to produce their own identification documents when attending the AGM.
14 -

NOTICE OF H SHARES CLASS MEETING

哈尔滨电气股份有限公司

HARBIN ELECTRIC COMPANY LIMITED

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

(Stock Code: 1133)

NOTICE OF H SHARES CLASS MEETING

NOTICE IS HEREBY GIVEN that the H 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 Friday, 23 May 2025 at 9:30 a.m. (or immediately after the conclusion of the AGM of the Company of even date) to consider and, if thought fit, pass the following resolutions. Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as those defined in the circular dated 17 April 2025 of the Company (the "Circular").

SPECIAL RESOLUTIONS

To authorize the Board 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 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 thereafter, whichever is the earliest; and
Conditional upon the above resolution for Repurchase Mandate being passed and implemented, the Board shall be authorized to make necessary amendments to Article 16 and Article 17 of the Articles of Association, so as to reflect the alterations to the Company's total number of issued shares, share capital structure and registered capital arising from the repurchase of H shares.

By Order of the Board

Harbin Electric Company Limited

Ai Li-song

Company Secretary

Harbin, the PRC

17 April 2025

NOTICE OF H SHARES CLASS MEETING

Notes:

For the purpose of determining H Shareholders’ entitlement to attend and vote at the H Shares Class Meeting, the register of members of the Company will be closed from Tuesday, 20 May 2025 to Friday, 23 May 2025, during which period no transfer of shares will be registered. H Shareholders whose names appear on the register on Tuesday, 20 May 2025 shall be entitled to attend and vote at the H Shares Class Meeting. Persons buying H Shares during the period of book closure shall not be entitled to attend and vote at the H Shares Class Meeting. In order to be qualified for attending the H Shares Class Meeting, all transfers of shares accompanied with the relevant share certificates must be lodged with the Company’s Registrar in Hong Kong, namely, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Monday, 19 May 2025.
Any H Shareholder entitled to attend and vote at the H Shares Class Meeting is entitled to appoint one or more Shareholder proxies (whether a Shareholder or not) to attend and vote on his/her behalf.
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 share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong as soon as possible but in any event not less than 24 hours before the time fixed for holding H Shares Class Meeting or any adjournment thereof, to ensure the validity of the above documents.
Completion and return of the form of proxy will not preclude H Shareholders from attending and voting in person at the H Shares Class Meeting. In such case, the form of proxy will be deemed to be revoked.
H Shareholders or their proxies are required to produce their own identification documents when attending the H Shares Class Meeting.
16 -

NOTICE OF DOMESTIC SHARES CLASS MEETING

哈尔滨电气股份有限公司

HARBIN ELECTRIC COMPANY LIMITED

(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 Friday, 23 May 2025 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 resolutions. Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as those defined in the circular dated 17 April 2025 issued by the Company (the "Circular").

SPECIAL RESOLUTIONS

To authorize the Board 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 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 thereafter, whichever is the earliest; and
Conditional upon the above resolution for Repurchase Mandate being passed and implemented, the Board shall be authorized to make necessary amendments to Article 16 and Article 17 of the Articles of Association, so as to reflect the alterations to the Company's total number of issued shares, share capital structure and registered capital arising from the repurchase of H shares.

By Order of the Board

Harbin Electric Company Limited

Ai Li-song

Company Secretary

Harbin, the PRC

17 April 2025

NOTICE OF DOMESTIC SHARES CLASS MEETING

Notes:

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 Tuesday, 20 May 2025 to Friday, 23 May 2025, during which period no transfer of shares will be registered. Domestic Shareholders whose names appear on the register on Tuesday, 20 May 2025 shall be entitled to attend and vote at the Domestic Shares Class Meeting. Persons buying Domestic Shares 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 for attending the 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 not later than 4:30 p.m. on Monday, 19 May 2025.
Any Domestic Shareholder entitled to attend and vote at the Domestic Shares Class Meeting is entitled to appoint one or more Shareholder proxies (whether a Shareholder or not) proxy to attend and vote on his/her behalf.
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, to ensure the validity of the above documents.
Completion and return of the form of proxy will not preclude Domestic Shareholders from attending and voting in person at the Domestic Shares Class Meeting. In such case, the form of proxy will be deemed to be revoked.
Domestic Shareholders or their proxies are required to produce their own identification documents when attending the Domestic Shares Class Meeting.
18 -

AI assistant

Xizang Zhihui Mining Co., Ltd. Proxy Solicitation & Information Statement 2025

50663_rns_2025-04-16_4c3fd5f6-acce-48a5-bd54-e0629dc1c51b.pdf

I. INTRODUCTION

II. RE-ELECTION OF MR. DU XING-KAI AS AN EXECUTIVE DIRECTOR OF THE COMPANY AND DETERMINATION OF HIS REMUNERATION

III. CHANGE OF AUDITOR

IV. AUTHORIZATION TO APPOINT A DIRECTOR TO FILL CASUAL VACANCY

V. AUTHORIZATION OF GENERAL MANDATE TO REPURCHASE H SHARES

VI. AGM, H SHARES CLASS MEETING AND DOMESTIC SHARES CLASS MEETING

VII. RECOMMENDATION

VIII. RESPONSIBILITY STATEMENT

THE BIOGRAPHY OF EXECUTIVE DIRECTOR ELIGIBLE FOR RE-ELECTION AT THE AGM IS SET OUT BELOW:

EXERCISE OF THE REPURCHASE MANDATE

REASONS FOR AND BENEFITS OF REPURCHASE OF H SHARES

FUNDING OF REPURCHASE OF H SHARES

DISCLOSURE OF INTERESTS

H SHARES REPURCHASE MADE BY THE COMPANY

EFFECT OF TAKEOVERS CODES

H SHARES MARKET PRICES

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

SPECIAL RESOLUTIONS

NOTICE OF H SHARES CLASS MEETING

SPECIAL RESOLUTIONS

NOTICE OF DOMESTIC SHARES CLASS MEETING

SPECIAL RESOLUTIONS

AI assistant

Xizang Zhihui Mining Co., Ltd. — Proxy Solicitation & Information Statement 2025

50663_rns_2025-04-16_4c3fd5f6-acce-48a5-bd54-e0629dc1c51b.pdf

I. INTRODUCTION

II. RE-ELECTION OF MR. DU XING-KAI AS AN EXECUTIVE DIRECTOR OF THE COMPANY AND DETERMINATION OF HIS REMUNERATION

III. CHANGE OF AUDITOR

IV. AUTHORIZATION TO APPOINT A DIRECTOR TO FILL CASUAL VACANCY

V. AUTHORIZATION OF GENERAL MANDATE TO REPURCHASE H SHARES

VI. AGM, H SHARES CLASS MEETING AND DOMESTIC SHARES CLASS MEETING

VII. RECOMMENDATION

VIII. RESPONSIBILITY STATEMENT

THE BIOGRAPHY OF EXECUTIVE DIRECTOR ELIGIBLE FOR RE-ELECTION AT THE AGM IS SET OUT BELOW:

EXERCISE OF THE REPURCHASE MANDATE

REASONS FOR AND BENEFITS OF REPURCHASE OF H SHARES

FUNDING OF REPURCHASE OF H SHARES

DISCLOSURE OF INTERESTS

H SHARES REPURCHASE MADE BY THE COMPANY

EFFECT OF TAKEOVERS CODES

H SHARES MARKET PRICES

NOTICE OF ANNUAL GENERAL MEETING

ORDINARY RESOLUTIONS

SPECIAL RESOLUTIONS

NOTICE OF H SHARES CLASS MEETING

SPECIAL RESOLUTIONS

NOTICE OF DOMESTIC SHARES CLASS MEETING

SPECIAL RESOLUTIONS

More from Xizang Zhihui Mining Co., Ltd.

Xizang Zhihui Mining Co., Ltd. Proxy Solicitation & Information Statement 2025