Jinchuan Group International Resources Co. Ltd — Proxy Solicitation & Information Statement 2011

Aug 7, 2011

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JINCHUAN GROUP INTERNATIONAL RESOURCES CO. LTD 金川集團國際資源有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2362)

PROXY FORM

Proxy form for use at the extraordinary general meeting (the “Meeting”) to be held at Caine Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong at 11:00 am on Wednesday, 24 August 2011, Hong Kong.

I/We, (Note 1)

being the registered holder(s) of (Note 2) shares of HK$0.01 each in capital of Jinchuan Group International Resources Co. Ltd (the “Company”), hereby appoint (Note 3)

or failing him, the Chairman of the Meeting as my/our proxy to attend and vote for me/us and on my/our behalf at the Meeting to be held at 11:00 am on Wednesday, 24 August 2011 and at any adjournment thereof on the undermentioned resolution as indicated below or, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTION	ORDINARY RESOLUTION	FOR(Note 4)	AGAINST(Note 4)
1.	To approve (a) the Agreement and the continuing connected transactions contemplated under the Agreement and (b) the proposed annual caps for the continuing connected transactions contemplated under the Agreement

Dated this day of 2011. Shareholder’s signature (Note 5)

Notes:

• (1) Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

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

• (3) Please insert the name of the proxy desired. If no name is inserted, the Chairman of the Meeting will act as your proxy. Any alteration made to this proxy form must be initialled by the person(s) who signs it. Completion and return of the proxy form will not preclude you from attending and voting in person at the Meeting or the adjourned meeting. In the event that you attend the Meeting or the adjourned meeting, this proxy form will be deemed to be revoked.

• (4) IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK (“ ✓ ”) IN THE BOX SET OPPOSITE THAT RESOLUTION BELOW THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK (“ ✓ ”) IN THE BOX SET OPPOSITE THAT RESOLUTION BELOW THE BOX MARKED “AGAINST” . If no direction is given, your proxy will be entitled to cast your vote or abstain from voting at his/her/its discretion. Your proxy will also be entitled to vote at his/ her/its discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

• (5) This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be executed either under its common seal or under the hand of an officer or attorney duly authorised to sign the same.

• (6) In the case of joint registered holders of any shares, any one of such joint registered holders may vote at the Meeting, either in person or by proxy, in respect of such shares as if he/she/it were solely entitled thereto; but if more than one of such joint registered holders be present at the Meeting, either in person or by proxy, the vote of that one of them so present, either in person or by proxy, whose name stands first on the register of members in respect of such Shares shall be accepted to the exclusion of the votes of the other joint registered holder(s).

• (7) To be valid this proxy form together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority shall be deposited with the branch share registrar of the Company in Hong Kong, Hong Kong Registrars Limited at Room 1806-1807, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time fixed for holding the Meeting or any adjourned meeting.

• (8) A proxy need not be a member of the Company but must attend the Meeting in person to represent you.