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

Apr 16, 2025

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)

FORM OF PROXY FOR USE AT THE DOMESTIC SHARES CLASS MEETING

Number of shares relevant to this form: (note 1) domestic shares*

I/We (note 2)

of

holding

domestic shares of Harbin Electric Company Limited (the "Company") and being the shareholder of Harbin Electric Company Limited, hereby appoint (note 3) the chairperson of the meeting/

as my/our proxy to attend for me/us at the domestic shares class meeting of the Company (the "Domestic Shares Class Meeting") (or at any adjournment thereof) 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 10:00 a.m. (or immediately after the conclusion of the H Shares Class Meeting of the Company of even date) to vote on the resolutions to be proposed at the Domestic Shares Class Meeting as indicated below, and if no such indication is given, as my/our proxy thinks fit.

SPECIAL RESOLUTIONS		FOR (note 4)	AGAINST (note 4)
1	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
2	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.

Date: ___ 2025

Signature (note 5): _______

---

NOTES:

1. Please insert the number of shares registered in your name(s) to which this form of proxy is related. If no number is inserted, this form of proxy will be deemed to be related to all the shares of the Company registered in your name(s).

2. Full name(s) and address(es) must be inserted in BLOCK CAPITALS.

3. If you wish to appoint a proxy other than the chairperson of the meeting, you must delete the words “the chairperson of the meeting” and insert the name(s) and address(es) of the one or more proxies desired in the space provided. If it is left blank, the chairperson of the meeting shall act as your proxy. A member is entitled to appoint one or more proxies to attend and vote at the meeting. The proxy or proxies appointed need not be a member of the Company. Any alteration made to this form of proxy must be initialled by the person who signs it.

4. Important: if you wish to vote for any one of the resolutions, please indicate with a “√” in the relevant box marked “for”. If you wish to vote against any one of the resolutions, please indicate with a “√” in the relevant box marked “against”. Failure to indicate which way you wish your vote to be cast will entitle your proxy to cast your vote at his or her discretion. Your proxy or proxies will be entitled to vote at his or her discretion on any resolution properly put to the Domestic Shares Class Meeting or any adjournment thereof other than those referred to in the notice convening such meeting.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be under its common seal or under the hand of a director or attorney duly authorised in writing.

6. A proxy shall be appointed by a written instrument signed by the appointor or its attorney. If this form of proxy is signed by the attorney of the appointor, the power of the attorney or other document(s) of authority should be notarised. In order to be valid, this form of proxy, together with the duly notarised power of attorney or other document of authority under which it is signed must be lodged at the office address of the Company at 1399 Chuangxinyi Road, Songbei District, Harbin, Heilongjiang Province, the PRC (for the holders of Domestic Shares only), no later than 24 hours before the time appointed for holding the Domestic Shares Class Meeting (or at any adjournment thereof).

7. Where there are joint holders of any shares of the Company, any one of such persons may vote at the Domestic Shares Class Meeting, either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto. If more than one of such joint holders are present at the meeting personally or by proxy, the person whose name stands first on the register of members in respect of such shares shall alone be entitled to vote in respect thereof.

8. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Domestic Shares Class Meeting or at any adjournment thereof if you so wish. In the event that you attend the meeting, your form of proxy will be deemed to have been revoked.

9. The full text of the resolutions is set out in the notice convening the Domestic Share Class Meeting dated 17 April 2025.