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Xizang Zhihui Mining Co., Ltd. — Proxy Solicitation & Information Statement 2025
Apr 16, 2025
50663_rns_2025-04-16_2ec5a477-f0f6-4037-888b-9d94d25f18fc.pdf
Proxy Solicitation & Information Statement
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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 ANNUAL GENERAL MEETING
Number of shares relevant to this form: (note 1) domestic shares/H-shares* I/We (note 2) of
being a shareholder of Harbin Electric Company Limited (the "Company") holding domestic shares/H-shares*, hereby appoint (note 3) the chairperson of the meeting/ as my/our proxy to attend for me/us at the annual general meeting of the Company (the "AGM") (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 9:00 a.m. to vote on the resolutions to be proposed at the AGM as indicated below, and, if no such indication is given, as my/our proxy thinks fit.
| ORDINARY RESOLUTIONS | FOR^{(note 4)} | AGAINST^{(note 4)} | |
|---|---|---|---|
| 1 | To consider and approve the Directors’ Report of the Company for the year ended 31 December 2024; | ||
| 2 | To consider and approve the Report of the Board of Supervisors of the Company for the year ended 31 December 2024; | ||
| 3 | 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; | ||
| 4 | To declare the 2024 final dividend of RMB0.227 per share (tax included) of the Company to be paid on 23 July 2025; | ||
| 5 | To re-elect Mr. Du Xing-kai as an executive director of the Company without director remuneration; and | ||
| 6 | 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; | ||
| SPECIAL RESOLUTIONS | FOR^{(note 4)} | AGAINST^{(note 4)} | |
| 7 | 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; | ||
| 8 | 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; | ||
| 9 | 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. |
- Delete whichever is inappropriate
Date: ___ 2025
Signature (note 5): _______
NOTES:
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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).
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Full name(s) and address(es) must be inserted in BLOCK CAPITALS.
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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 by you 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.
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Important: if you wish to vote for any one of the resolutions, please indicate with a “✓” in the box marked “FOR”. If you wish to vote against any one of the resolutions, please indicate with a “✓” in the 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 AGM or any adjournment thereof other than those referred to in the notice convening such meeting.
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This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be under its common seal or under the hand of an officer or attorney duly authorized in writing.
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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 authorization document(s) of such attorney should be notarized. In order to be valid, this form of proxy, together with the duly notarized 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 the Domestic Shares), or Computershare Hong Kong Investor Services Limited, the Company’s Share registrar in Hong Kong, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for the holders of the H Shares), no later than 24 hours before the time appointed for holding the AGM or any adjournment thereof.
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Where there are joint holders of shareholders, any one of such persons may vote at the AGM, either in person or by proxy, in respect of such shares as if he was solely entitled thereto provided that if more than one of such joint holders are present at the meeting in person or by proxy, the person whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.
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Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM 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.
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The full text of the resolutions is set out in the notice convening the AGM dated 17 April 2025.