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

Apr 16, 2025

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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哈电集团

HARBIN ELECTRIC COMPANY LIMITED

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

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;

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SPECIAL RESOLUTIONS

1. 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;

2. 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

3. 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.

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Notes:

1. 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.

2. 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, 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.

3. 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.

4. 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.

5. 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.

6. Shareholders or their proxies are required to produce their own identification documents when attending the AGM.