Xingfa Aluminium Holdings Limited — Proxy Solicitation & Information Statement 2012

Apr 26, 2012

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 your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Xingfa Aluminium Holdings Limited (“Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser, the transferee or to the bank, licensed securities dealer 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.

XINGFA ALUMINIUM HOLDINGS LIMITED 興發鋁業控股有限公司 (incorporated in the Cayman Islands with limited liability) (Stock code: 98)

GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at No. 23, Renhe Road, Nanzhuang Town, Chancheng District, Foshan City, Guangdong Province, the PRC at 11:30 a.m. on Thursday, 31 May 2012 (“Annual General Meeting”) is set out on pages 18 to 23 of this circular. If you do not intend to attend and vote at the Annual General Meeting in person, you are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.

27 April 2012

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General mandates to issue and repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I – Explanatory statement on the Repurchase Mandate. . . . . . . . . . . . . .	7
Appendix II – Details of retiring Directors proposed for re-election. . . . . . . . . . . . .	11
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

– i –

DEFINITIONS

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

“Annual General Meeting”	the annual general meeting of the Company convened to be
	held at No. 23, Renhe Road, Nanzhuang Town, Chancheng
	District, Foshan City, Guangdong Province, the PRC
	at 11:30 a.m. on Thursday, 31 May 2012, the notice of
	which is set out on pages 18 to 23 of this circular and any
	adjournment thereof
“Articles”	the articles of association of the Company, as amended
	from time to time
“Board”	the board of Directors
“Companies Law”	the Companies Law, Cap. 22 (Law 3 of 1961, as
	consolidated and revised) of the Cayman Islands
“Company”	Xingfa Aluminium Holdings Limited, a company
	incorporated in the Cayman Islands on 13 September 2007
	under the Companies Law with limited liability and the
	Shares of which are listed on the Main Board of the Stock
	Exchange
“Directors”	directors of the Company
“Extension Mandate”	a general and unconditional mandate proposed to be granted
	to the Directors to the effect that any Shares repurchased
	under the Repurchase Mandate will be added to the total
	number of Shares which may be allotted and issued under
	the General Mandate
“General Mandate”	a general and unconditional mandate proposed to be granted
	to the Directors to exercise all powers of the Company to
	allot, issue or otherwise deal with Shares up to a maximum
	of 20% of the aggregate nominal amount of the share
	capital of the Company in issue as at the date of passing the
	relevant resolution as set out in resolution numbered 4(A)
	in the notice convening the Annual General Meeting
“Group”	the Company and its subsidiaries

– 1 –

DEFINITIONS

“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date”	23 April 2012, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“PRC”	the People’s Republic of China
“Repurchase Mandate”	a general and unconditional mandate proposed to be granted
	to the Directors to exercise all powers of the Company to
	repurchase Shares the aggregate nominal amount of which
	shall not exceed 10% of the aggregate nominal amount
	of the share capital in issue as at the date of passing the
	relevant resolution as set out in resolution numbered 4(B)
	in the notice convening the Annual General Meeting
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“Share(s)”	ordinary share(s) of HK$0.01 each in the share capital of
	the Company
“Share Option Scheme”	the share option scheme of the Company
“Shareholder(s)”	holder(s) for the time being of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

– 2 –

LETTER FROM THE BOARD

XINGFA ALUMINIUM HOLDINGS LIMITED 興發鋁業控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 98)

Executive Directors:

Mr. LIU Libin (Chairman) Mr. LUO Su (Honorary Chairman) Mr. LUO Riming (Chief Executive Officer) Mr. LIAO Yuqing Mr. DAI Feng Mr. LAW Yung Koon Mr. WANG Zhihua

Non-executive Directors:

Mr. CHEN Shengguang Mr. WONG Siu Ki

Independent non-executive Directors:

Mr. CHEN Mo Mr. HO Kwan Yiu Mr. LAM Ying Hung Andy

Registered office: Cricket Square Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal place of business in Hong Kong: Suite 1513, 15th Floor Tower 6 The Gateway Harbour City Tsim Sha Tsui Kowloon Hong Kong

27 April 2012

To the Shareholders

Dear Sir or Madam,

GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES AND RE-ELECTION OF DIRECTORS

INTRODUCTION

The purposes of this circular are to provide you with information regarding the resolutions to be proposed at the Annual General Meeting and to give you notice of the Annual General Meeting. At the Annual General Meeting, resolutions relating to, among other matters, (i) the grant of the General Mandate, the Repurchase Mandate and the Extension Mandate and (ii) the re-election of Directors will be proposed.

– 3 –

LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At the annual general meeting of the Company held on 3 June 2011, the Directors were granted (a) a general unconditional mandate to allot, issue and deal with Shares not exceeding 20% of the aggregate nominal amount of Shares in issue as at the date of passing the relevant resolution at such annual general meeting; (b) a general unconditional mandate to exercise all the powers of the Company to repurchase Shares with a total nominal value of not more than 10% of the total nominal amount of the Shares in issue as at the date of passing the relevant resolution at such annual general meeting; and (c) the power to extend the general mandate mentioned in (a) above by an amount representing the aggregate nominal amount of the Shares repurchased by the Company pursuant to the mandate to repurchase Shares referred to in (b) above. The above general mandates will expire at the conclusion of the Annual General Meeting.

At the Annual General Meeting, the Shareholders will be asked to consider and, if thought fit, to approve the grant of the General Mandate to enable the Directors to exercise the powers of the Company to allot, issue and deal with new Shares not exceeding 20% of the aggregate nominal amount of the Shares in issue as at the date of the passing of the resolution. As at the Latest Practicable Date, the number of Shares in issue was 418,000,000. Subject to the passing of the relevant resolution, the maximum number of new Shares (assuming that there will be no change in the number of Shares in issue between the Latest Practicable Date and the date of the Annual General Meeting) to be issued under the proposed General Mandate is 83,600,000.

Ordinary resolutions will also be proposed at the Annual General Meeting for the grant of the Repurchase Mandate to enable the Directors to exercise all the powers of the Company to repurchase Shares on the Stock Exchange with a total nominal value of not more than 10% of the total nominal amount of the Shares in issue as at the date of the passing of the resolution and to extend the General Mandate to cover Shares repurchased by the Company.

The General Mandate and the Repurchase Mandate will expire: (a) at the end of the Company’s next annual general meeting following the Annual General Meeting; (b) at the end of the period within which the Company is required by law or the Articles to hold its next annual general meeting; or (c) when varied or revoked by an ordinary resolution of the Shareholders in a general meeting prior to the next annual general meeting of the Company, whichever is the earliest.

– 4 –

LETTER FROM THE BOARD

The Directors wish to state that they have no immediate plans to allot and issue any new Shares other than such Shares which may fall to be allotted and issued upon the exercise of any options that may be granted under the Share Option Scheme.

An explanatory statement containing information necessary to enable the Shareholders to make an informed decision on the proposed resolution for the grant of the Repurchase Mandate as required by the Listing Rules is set out in Appendix I to this circular.

RE-ELECTION OF DIRECTORS

As at the Latest Practicable Date, the Board comprises seven executive Directors, namely Mr. LIU Libin, Mr. LUO Su, Mr. LUO Riming, Mr. LIAO Yuqing, Mr. DAI Feng, Mr. LAW Yung Koon and Mr. WANG Zhihua, two non-executive Directors, namely Mr. CHEN Shengguang and Mr. WONG Siu Ki, and three independent non-executive Directors, namely Mr. CHEN Mo, Mr. HO Kwan Yiu and Mr. LAM Ying Hung Andy.

In accordance with Articles 108(A) and 108(B) of the Articles, each of Mr. LUO Riming, Mr. CHEN Mo, and Mr. HO Kwan Yiu will retire from the office of Director by rotation and each of them, being eligible, will offer himself for re-election at the Annual General Meeting. Further, in accordance with Article 112 of the Articles, each of Mr. LIU Libin, Mr. DAI Feng and Mr. CHEN Shengguang shall hold office until the Annual General Meeting and, being eligible, will offer himself for re-election at the Annual General Meeting.

Information on the Directors offered themselves for re-election is set out in Appendix II to this circular.

ANNUAL GENERAL MEETING

Set out on pages 18 to 23 of this circular is a notice convening the Annual General Meeting at which, among other proposed resolutions, ordinary resolutions will be proposed to approve the following:

• (a) the grant of the General Mandate;

• (b) the grant of the Repurchase Mandate;

• (c) the grant of the Extension Mandate; and

• (d) the re-election of Directors.

– 5 –

LETTER FROM THE BOARD

A copy of 2011 annual report including, among other things, copies of the reports of the Directors, the reports of the auditors of the Company and the audited and consolidated financial statements of the Company for the year ended 31 December 2011, are despatched to the Shareholders together with this circular.

If you do not intend to attend and vote at the Annual General Meeting in person, you are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.

All resolutions put to vote at the Annual General Meeting will be decided by way of a poll as required by the Listing Rules.

RECOMMENDATION

The Directors consider that the grant of the General Mandate, the Repurchase Mandate, the Extension Mandate and the re-election of Directors are in the best interests of the Company and its Shareholders and recommend the Shareholders to vote in favour of the relevant resolutions set out in the notice of the Annual General Meeting.

Yours faithfully,

By the order of the Board

LIU Libin

Chairman

– 6 –

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration of the Repurchase Mandate.

1. LISTING RULES RELATING TO THE REPURCHASE OF SHARES

The Listing Rules permit companies whose primary listing is on the Main Board of the Stock Exchange to repurchase their shares on the Main Board of the Stock Exchange subject to certain restrictions. Among such restrictions, the Listing Rules provide that the shares of such a company must be fully paid up and all repurchase of shares by such a company must be approved in advance by an ordinary resolution of the shareholders, either by way of a general mandate or by specific approval of a specific transaction.

2. SHARE CAPITAL

As at the Latest Practicable Date, the Company had 418,000,000 Shares in issue.

Subject to the passing of the resolution for the grant of the Repurchase Mandate (resolution numbered 4(B) as set out in the notice convening the Annual General Meeting contained in this circular), and on the basis of 418,000,000 Shares in issue and assuming that no new Shares are issued or repurchased by the Company prior to the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 41,800,000 Shares.

3. REASONS FOR THE REPURCHASE

The Directors believe that it is in the best interests of the Company and its Shareholders for the Directors to have general authority from the Shareholders to enable the Company to repurchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements of the Company at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made if the Directors believe that such repurchases will benefit the Company and its Shareholders.

4. FUNDING OF REPURCHASES

Repurchases must be paid out of funds legally available for the purpose and in accordance with the Articles, the Companies Law and other applicable laws of the Cayman Islands. A listed company may not repurchase its own shares on the Main Board of the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Under the Cayman Islands law, any repurchases by the Company may only be made out of profits of the company or out of the proceeds of a fresh issue of shares made for the purpose or, if authorised by the Articles and subject to the Companies Law, out of capital. Any premium payable on a redemption or purchase over the par value of the shares to be repurchased must be provided for out of profits or the share premium account of the Company or, if authorised by the Articles and subject to the Companies Law, out of capital.

– 7 –

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

5. IMPACT OF REPURCHASES

On the basis of the current financial position of the Company and taking into account the current working capital position of the Company, the Directors consider that, if the Repurchase Mandate were to be exercised in full, it might have a material adverse effect on the working capital and/or the gearing position of the Company as compared with the position as at 31 December 2011, being the date to which the last audited accounts of the Company were made up. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

6. SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange in each of the previous 12 months preceding the Latest Practicable Date are as follows:

	Highest	Lowest
	HK$	HK$
2011
April	1.96	1.70
May	2.34	1.70
June	2.30	2.00
July	2.50	2.05
August	2.15	1.88
September	2.12	1.80
October	1.98	1.40
November	2.03	1.70
December	1.81	1.58
2012
January	1.76	1.50
February	1.84	1.50
March	1.64	1.40
April (up to the Latest Practicable Date)	1.58	1.20

– 8 –

APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

7. EFFECT OF HONG KONG CODE ON TAKEOVERS AND MERGERS AND MINIMUM PUBLIC HOLDING

If a Shareholder’s proportionate interest in the voting rights of the Company increases on the Company exercising its powers to repurchase Shares pursuant to the Repurchase Mandate, such increase will be treated as an acquisition for the purpose of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, each of Mr. LUO Su, Mr. LUO Riming and Mr. LIAO Yuqing (collectively, the “ Controlling Shareholders ”) held approximately 13.15%, 12.40% and 11.53% respectively of the existing issued Shares, and the Controlling Shareholders in aggregate held 37.08% of the existing issued Shares.

In the event that the Directors exercise in full the power to repurchase Shares pursuant to the Repurchase Mandate, the interest held by Mr. LUO Su, Mr. LUO Riming and Mr. LIAO Yuqing (assuming the current shareholding remains the same) would be increased to approximately 14.61%, 13.78% and 12.81% respectively, and the aggregate interest held by the Controlling Shareholders would be increased to approximately 41.20%.

In the opinion of the Directors, on the basis of the current shareholding of the Controlling Shareholders in the Company, an exercise of the Repurchase Mandate in full may result in the Controlling Shareholders to becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code.

Save as disclosed above, the Directors are not aware of any Shareholder or group of Shareholders acting in concert, who may become obliged to make a mandatory offer under Rule 26 of the Takeovers Code as a consequence of any purchases pursuant to the Repurchase Mandate.

The Directors have no intention to exercise the Repurchase Mandate to such an extent that will result in any mandatory offer being required under the Takeovers Code or will result in the number of Shares in the hands of public falling below the prescribed minimum percentage of 25%.

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

8. SHARES REPURCHASE MADE BY THE COMPANY

The Company had not purchased any of the Shares (whether on the Stock Exchange or otherwise) in the previous six months preceding the Latest Practicable Date.

9. GENERAL

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates currently intends to sell any Shares to the Company or its subsidiaries if the Repurchase Mandate is approved at the Annual General Meeting and is exercised.

The Directors have undertaken to the Stock Exchange that they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

No connected person (as defined under the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company, or has undertaken not to do so if the Repurchase Mandate is approved by the Shareholders.

– 10 –

APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

The following sets out the information of the Directors, who will retire from office of the Directors by rotation at the Annual General Meeting pursuant to Articles 108(A) and 108(B) of the Articles and also who shall hold office of the Directors until the Annual General Meeting pursuant to Article 112 of the Articles and, being eligible, offer themselves for re-election.

EXECUTIVE DIRECTORS

Mr. LIU Libin (“Mr. Liu”)

Mr. Liu, aged 40, is an executive Director and chairman of the Board since 8 September 2011. Mr. Liu is also a member of each of the remuneration committee and nomination committee of the Board. Mr. Liu obtained a degree of Executive Master of Business Administration at South China University of Technology and has held various senior positions in financial, marketing and governmental fields. Mr. Liu had been the vice section chief（副科長）of finance division of Department of Foreign Trade and Economic Cooperation of Guangdong Province, the finance manager, deputy general manager of Sinomart Development Co. Limited（經貿國際有限公司）, a director and general manager of finance department of Goldsland Holdings Company Limited （廣新控股有限公司）, the deputy chairman of Guangdong Advertisement Co., Ltd.（廣東省廣 告有限公司）and the chairman of Guangdong Guangxin PACO Technology Co., Ltd.（廣東廣 新柏高科技有限公司）, a subsidiary of Guangdong Guangxin Holdings Group Ltd.（廣東省廣 新控股集團有限公司）. Guangdong Guangxin Holdings Group Ltd is interested in 123,000,000 shares of the Company and is a substantial shareholder of the Company. Mr. Liu is also a director and the chairman of the board of Guangdong Xingfa Aluminium Co., Ltd.（廣東興發鋁業有限公 司）(“Guangdong Xingfa”), a wholly-owned subsidiary of the Company and a director of certain subsidiaries of the Company.

Save as disclosed above, as at the Latest Practicable Date, Mr. Liu did not (i) hold any directorships in other listed company in the last three years; (ii) have any other major appointments and professional qualifications; (iii) hold any other position with the Company or other members of the Group; and (iv) have any relationship with any other Directors, senior management, substantial or controlling Shareholders.

The Company and Mr. Liu has enter into a service agreement for a term of three years commencing from 8 September 2011 but Mr. Liu’s appointment will be subject to retirement by rotation pursuant to the Articles. Mr. Liu will be entitled to an annual director fee of RMB900,000, which is determined having regard to his duties and responsibilities with the Company, prevailing market conditions and the market emoluments for directors of other listed companies.

As at the Latest Practicable Date, Mr. Liu was not interested in any Shares within the meaning of Part XV of the SFO.

Save as disclosed above, the Company is not aware of any other matters that it considers necessary to be brought to the attention of the Shareholders in relation to the aforesaid appointment and there is no information which is required to be disclosed pursuant to paragraphs (h) to (v) of rule 13.51(2) of the Listing Rules.

– 11 –

APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. LUO Riming (“Mr. Luo”)

Mr. Luo, aged 55, is an executive Director since February 2008 and is also the chief executive officer of the Company. Mr. Luo is responsible for the procurement and utilisation of equipment and infrastructure for the business of the Group. He is also responsible for the procurement of raw materials and the assessment and selection of suitable suppliers. Mr. Luo has over 15 years of experience in the aluminium profile industry. He joined the Group since the establishment of the Group in 1980s. Prior to joining the Group, Mr. Luo has worked at Nanhai Hardware Factory (township enterprise), Nanhai Power Supply Bureau, Nanzhuang Electric Appliance and Furniture Factory, Guangdong Xingfa Aluminium Profiles Factory and Guangdong Xingfa Group Co., Ltd. Mr. Luo obtained a bachelor’s degree in economic management by the Guangdong Radio & TV University in 1998. Mr. Luo is also a director of certain subsidiaries of the Company.

Save as disclosed above, as at the Latest Practicable Date, Mr. Luo did not (i) hold any directorships in other listed company in the last three years; (ii) have any other major appointments and professional qualifications; (iii) hold any other position with the Company or other members of the Group; and (iv) have any relationship with any other Directors, senior management, substantial or controlling Shareholders.

Mr. Luo has entered into a service agreement with the Company for a fixed term of three years commencing on 1 March 2008 and his respective term of appointment has been renewed for a further three years commencing on 1 March 2011. He is subject to retirement by rotation and reelection at the annual general meetings of the Company pursuant to the Articles. Under the service agreement, Mr. Luo is entitled to a basic salary subject to an annual increment after 31 December 2008 at the discretion of the Directors of not more than 10% of his annual salary immediately prior to such increase. The current annual salary of Mr. Luo is RMB800,000 which was determined with reference to his duties, responsibilities and the results of the Group. In addition, he is also entitled to a discretionary management bonus provided that the aggregate amount of the bonuses payable to all executive Directors for any financial year of the Company may not exceed 5% of the audited combined or consolidated audited net profit of the Group (after taxation and minority interests and payment of such bonuses but before extraordinary or exceptional items) in respect of that financial year of the Company.

As at the Latest Practicable Date, Mr. Luo was interested in 51,813,700 Shares within the meaning of Part XV of the SFO.

Save as disclosed above, the Company is not aware of any other matters that it considers necessary to be brought to the attention of the Shareholders in relation to the aforesaid appointment and there is no information which is required to be disclosed pursuant to paragraphs (h) to (v) of rule 13.51(2) of the Listing Rules.

– 12 –

APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. DAI Feng (“Mr. Dai”)

Mr. Dai, aged 40, is an executive Director since 8 September 2011. Mr. Dai is an accountant and auditor, a China Certified Tax Agent and a Certified Internal Auditor. He has extensive experience in accounting and auditing fields. He was the head of the supervising and audit department and the finance department of 廣州羊城兆業企業集團有限公司 (unofficial English name being “Guangzhou Yang Cheng Zhao Ye Qi Ye Group Ltd.”), the out-job finance controller of Guangzhou Lingnan International Enterprise Group Co., Ltd.（廣州嶺南國際企業集團有限公司）, an assistant to the head of the finance department of Guangdong Guangxin Holdings Group Ltd. （廣東省廣新控股集團有限公司）and the manager of finance department of Guangdong Guangxin Investment Holdings Co., Ltd.（廣東廣新投資控股有限公司）. Guangdong Guangxin Holdings Group Ltd is interested in 123,000,000 shares of the Company and is a substantial shareholder of the Company. Mr. Dai is currently a supervisor of FSPG Hi-Tech Co., Ltd.（佛山佛塑科技集團股 份有限公司）, a company listed on Shenzhen Stock Exchange. Mr. Dai is also a director and the chief financial officer of Guangdong Xingfa and certain subsidiaries of the Company.

Save as disclosed above, as at the Latest Practicable Date, Mr. Dai did not (i) hold any directorships in other listed company in the last three years; (ii) have any other major appointments and professional qualifications; (iii) hold any other position with the Company or other members of the Group; and (iv) have any relationship with any other Directors, senior management, substantial or controlling Shareholders.

The Company and Mr. Dai has entered into a service agreement for a term of three years commencing from 8 September 2011 but Mr. Dai’s appointment will be subject to retirement by rotation pursuant to the Articles. Mr. Dai will be entitled to an annual director fee of RMB500,000, which is determined having regard to his duties and responsibilities with the Company, prevailing market conditions and the market emoluments for directors of other listed companies.

As at the Latest Practicable Date, Mr. Dai was not interested in any Shares within the meaning of Part XV of the SFO.

Save as disclosed above, the Company is not aware of any other matters that it considers necessary to be brought to the attention of the Shareholders in relation to the aforesaid appointment and there is no information which is required to be disclosed pursuant to paragraphs (h) to (v) of rule 13.51(2) of the Listing Rules.

– 13 –

APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

NON-EXECUTIVE DIRECTOR

Mr. CHEN Shengguang (“Mr. Chen”)

Mr. Chen, aged 48, is a non-executive Director since 8 September 2011. Mr. Chen held a master’s degree in Zhongnan University of Economics and Law and is a certified public accountant in the PRC. He has extensive experience in accounting and finance fields. Mr. Chen was the deputy general manager of Guangdong Foreign Trade Imp. & Exp. Corporation（廣東省外貿開發公 司）, the head of finance department, the head of clearing centre and the deputy chief accountant of Guangdong Foreign Trade Group Co., Limited（廣東省廣新外貿集團有限公司）. Mr. Chen is currently the chief accountant cum head of finance department of Guangdong Guangxin Holdings Group Limited（廣東省廣新控股集團有限公司）and a director of FSPG Hi-Tech CO., Ltd.（佛 山佛塑科技集團股份有限公司）, a company listed on Shenzhen Stock Exchange. Guangdong Guangxin Holdings Group Ltd is interested in 123,000,000 shares of the Company and is a substantial shareholder of the Company.

Save as disclosed above, as at the Latest Practicable Date, Mr. Chen did not (i) hold any directorships in other listed company in the last three years; (ii) have any other major appointments and professional qualifications; (iii) hold any other position with the Company or other members of the Group; and (iv) have any relationship with any other Directors, senior management, substantial or controlling Shareholders.

The Company and Mr. Chen has entered into an appointment letter for a term of three years commencing from 8 September 2011 but Mr. Chen’s appointment will be subject to retirement by rotation pursuant to the Articles. Mr. Chen will not receive any emolument as being a Director.

As at the Latest Practicable Date, Mr. Chen was not interested in any Shares within the meaning of Part XV of the SFO.

Save as disclosed above, the Company is not aware of any other matters that it considers necessary to be brought to the attention of the Shareholders in relation to the aforesaid appointment and there is no information which is required to be disclosed pursuant to paragraphs (h) to (v) of rule 13.51(2) of the Listing Rules.

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APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. CHEN Mo (“Mr. Chen Mo”)

Mr. Chen Mo, aged 47, is an independent non-executive Director appointed in February 2008. Mr. Chen Mo is also a member of each of the audit committee, remuneration committee and nomination committee of the Board. Mr. Chen Mo has been a practising lawyer in the PRC since 1993 and has been a partner of Goldsun Law Firm（國信聯合律師事務所）since 1998. Mr. Chen Mo was admitted as a lawyer by the Department of Justice of Guangdong Province in June 1989 and obtained 三級律師資格 (Third Grade Lawyer) from the Department of Personnel of Guangdong Province in 1999. Mr. Chen Mo graduated from the Political Education Department of South China Normal University（華南師範大學）in 1986. He has been granted the《律師從 事證券法律業務資格證書》(Certificate of Engaging in Securities Law Business) jointly by the Ministry of Justice and China Securities Regulatory Commission in 1996, the《律師從事集體科技 企業產權界定法律業務資格證書》(Certificate of Engaging in Delimitation of Property Rights of Collective Science and Technology Enterprises) jointly by the Ministry of Justice, the Ministry of Science and Technology of the People’s Republic of China and the State-owned Assets Supervision and Administration Commission of the State Council in 1998, and the《上市公司獨立董事培訓 結業證》(Certificate of Completion of Training on Independent Directors of Listed Companies) by the China Securities Regulatory Commission and the School of Management of Fudan University jointly in 2001.

Save as disclosed above, as at the Latest Practicable Date, Mr. Chen Mo did not (i) hold any directorships in other listed company in the last three years; (ii) have any other major appointments and professional qualifications; (iii) hold any other position with the Company or other members of the Group; and (iv) have any relationship with any other Directors, senior management, substantial or controlling Shareholders.

The Company and Mr. Chen Mo has entered into an appointment letter for a term of two years commencing on 1 March 2012, subject to retirement by rotation and re-election at annual general meetings of the Company pursuant to the Articles. Mr. Chen Mo is entitled to a director’s fee of RMB120,000 per annum which was determined with reference to his duties, responsibilities and the results of the Group. Save for director’s fees granted to him, he is not expected to receive any other remuneration for holding his office as an independent non-executive Director.

As at the Latest Practicable Date, Mr. Chen Mo was not interested in any Shares within the meaning of Part XV of the SFO.

Save as disclosed above, the Company is not aware of any other matters that it considers necessary to be brought to the attention of the Shareholders in relation to the aforesaid appointment and there is no information which is required to be disclosed pursuant to paragraphs (h) to (v) of rule 13.51(2) of the Listing Rules.

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APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

Mr. HO Kwan Yiu (“Mr. Ho”)

Mr. Ho Kwan Yiu, aged 49, is an independent non-executive Director appointed in February 2008. Mr. Ho is also a member of each of the audit committee and nomination committee and the chairman of the remuneration committee of the Board. Mr. Ho is the Senior Partner of Messrs. K.C. Ho & Fong, Solicitors & Notaries where he is the head of the Litigation and Commercial Department. He is also the Principal Representative of the Guangzhou Office.

Having studied at Anglia Ruskin University in the United Kingdom (formerly known as Chelmer Institute of Higher Education), Mr. Ho obtained his Bachelor of Law Degree in 1984. He then joined the University of Hong Kong for the Post-graduate Certificate in Laws study. Mr. Ho was further awarded with the honorary degree of Doctor of Laws by Anglia Ruskin University in 2011.

Mr. Ho was admitted as a solicitor in Hong Kong in 1988. He was subsequently admitted in Singapore and England and Wales in 1995 and 1997 respectively. In 2003, he was appointed as a China-Appointed Attesting Officer.

Mr. Ho has over 20 years of legal experience and is committed in serving the community and contributing to the business economic co-operation between Hong Kong and the Mainland. Being the President and Council Member of the Law Society of Hong Kong, he actively participates in its current affairs. Apart from serving his own legal profession, he also serves various government and advisory boards as follows:–

1. Committee Member of Hong Kong Chamber of Commerce in China – Guangdong;

2. Arbitrator of Wuhan International Arbitration Court and Zhengzhou Arbitration Commission;

3. Consultant of Guangzhou Municipal Board for International Investment;

4. Committee/Council Member of Transport Advisory Committee of the Government of HKSAR;

5. Committee Member of Greater Pearl River Delta Business Council;

6. Committee Member of Professional Services Advisory Committee of the Hong Kong Trade Development Council;

7. Committee/Council Member of China Trade Advisory Committee of Hong Kong Trade Development Council;

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APPENDIX II

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

1. Chairman of Product Eco-responsibility Appeal Board Panel;

2. Current Member of Duty Lawyer Service Council in 2011 and Rotated Chairman in 2005 and 2007;

3. Indigenous Village Representative of Leung Tin Tsuen;

4. Chairman of the 21st Term of Tuen Mun Rural Committee;

5. Ex Officio Member of Tuen Mun District Council;

6. Ex Officio Executive Member of the 33rd Executive Committee of Heung Yee Kuk; and

7. Independent Director of Hong Kong Football Association from 2011 to 2015.

In February 2009, Mr. Ho successfully applied to the Ministry of Justice of the PRC to set up an association with Right Word Law Firm (Guangdong) creating the first association firm in Guangdong under the CEPA setting an example for closer co-operation between Hong Kong and Mainland legal practitioners.

Save as disclosed above, as at the Latest Practicable Date, Mr. Ho did not (i) hold any directorships in other listed company in the last three years; (ii) have any other major appointments and professional qualifications; (iii) hold any other position with the Company or other members of the Group; and (iv) have any relationship with any other Directors, senior management, substantial or controlling Shareholders.

The Company and Mr. Ho has entered into an appointment letter for a term of two years in commencing on 1 March 2012, subject to retirement by rotation and re-election at annual general meetings of the Company pursuant to the Articles. Mr. Ho is entitled to a director’s fee of RMB120,000 per annum which was determined with reference to his duties, responsibilities and the results of the Group. Save for director’s fees granted to him, he is not expected to receive any other remuneration for holding his office as an independent non-executive Director.

As at the Latest Practicable Date, Mr. Ho was not interested in any Shares within the meaning of Part XV of the SFO.

Save as disclosed above, the Company is not aware of any other matters that need to be brought to the attention of the Shareholders in relation to the Directors and there is no other information which is discloseable pursuant to any of the requirements set out in Rule 13.51(2) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

XINGFA ALUMINIUM HOLDINGS LIMITED 興發鋁業控股有限公司

(incorporated in the Cayman Islands with limited liability) (Stock code: 98)

NOTICE IS HEREBY GIVEN that an annual general meeting of Xingfa Aluminium Holdings Limited (“ Company ”) will be held at No. 23, Renhe Road, Nanzhuang Town, Chancheng District, Foshan City, Guangdong Province, the PRC, at 11:30 a.m. on Thursday, 31 May 2012 to consider and, if thought fit, transact the following ordinary businesses:

1. to receive and approve the audited consolidated financial statements and the reports of the directors (“ Directors ”) of the Company and the auditors of the Company for the year ended 31 December 2011;

2. to re-elect the Directors, each as a separate resolution, and to authorise the board (“ Board ”) of Directors to fix their remuneration;

3. to re-appoint the auditors of the Company and to authorise the Board to fix their remuneration; and

4. to consider and, if thought fit, pass the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

• (A) “ THAT :

• (a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“ Listing Rules ”), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with the unissued shares (“ Shares ”) in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which may require the exercise of such powers after the expiry of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of options granted under any share option scheme or similar arrangement adopted from time to time by the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares shall not exceed the aggregate of:

• (aa) 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution; and

• (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the aggregate nominal amount of any share capital of the Company purchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution),

and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (d) for the purposes of this resolution:

“ Relevant Period ” means the period from the date of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

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NOTICE OF ANNUAL GENERAL MEETING

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands (“ Companies Law ”) or any other applicable law of the Cayman Islands to be held; or

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;

“ Rights Issue ” means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to shareholders of the Company whose names appear on the Company’s register of members on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in, or in any territory outside Hong Kong, or the expense or delay that may be incurred in the determination of any such restrictions or obligations).”

(B) “ THAT :

• (a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to purchase Shares on The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”), or any other stock exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong (“ SFC ”) and the Stock Exchange for this purpose, and otherwise in accordance with the rules and regulations of the SFC, the Stock Exchange, the Companies Law and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of Shares which may be purchased or agreed to be purchased by the Company pursuant to the authority granted pursuant to paragraph (a) above during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly;

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NOTICE OF ANNUAL GENERAL MEETING

• (c) for the purposes of this resolution, “ Relevant Period ” means the period from the date of the passing of this resolution until whichever is the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company;

  • (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company, the Companies Law or any other applicable law of the Cayman Islands to be held; or

  • (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.”

• (C) “ THAT conditional on the passing of resolutions numbered 4(A) and 4(B) above, the general mandate granted to the Directors pursuant to paragraph (a) of resolution numbered 4(A) above be and is hereby extended by the addition to the aggregate nominal amount of the Shares which may be allotted, issued or dealt with by the Directors pursuant to or in accordance with such mandate of an amount representing the aggregate nominal amount of the shares in the capital of the Company purchased by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 4(B) above.”

By order of the board of directors of Xingfa Aluminium Holdings Limited LIU Libin Chairman

Hong Kong, 27 April 2012

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NOTICE OF ANNUAL GENERAL MEETING

Principal place of business in Hong Kong:

Suite 1513, 15th Floor

Tower 6 The Gateway Harbour City Tsim Sha Tsui Kowloon Hong Kong

Notes:

1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more than one proxy to attend and, subject to the provisions of the articles of association of the Company, vote in his/her stead. A proxy need not be a member of the Company.

2. In order to be valid, the form of proxy must be duly completed and signed in accordance with the instructions printed thereon and deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the office of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited (“ Branch Registrar ”) at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting.

3. The register of members of the Company will be closed from Tuesday, 29 May 2012 to Thursday, 31 May 2012 (both dates inclusive) during which period no transfer of shares (“ Shares ”) of the Company will be registered. In order to be qualified for the attendance of the meeting, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Branch Registrar by no later than 4:30 p.m. on Monday, 28 May 2012.

4. In relation to the proposed resolution numbered 4(B) above, the Directors wish to state that they will exercise the powers conferred thereby to repurchase the securities of the Company in circumstances which they deem appropriate for the benefit of the shareholders of the Company. An explanatory statement containing the information necessary to enable the shareholders of the Company to make an informed decision to vote on the proposed resolution as required by the Listing Rules is set out in appendix I to the circular despatched to the shareholders of the Company on the date hereof.

5. All resolutions put to vote at the meeting will be decided by way of poll as required by the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

As at the date hereof, the board of Directors comprises the following members:

Executive Directors Mr. LIU Libin (Chairman) Mr. LUO Su (Honorary Chairman) Mr. LUO Riming (Chief Executive Officer) Mr. LIAO Yuqing Mr. DAI Feng Mr. LAW Yung Koon Mr. WANG Zhihua Non-executive Directors Mr. CHEN Shengguang Mr. WONG Siu Ki Independent non-executive Directors Mr. CHEN Mo Mr. HO Kwan Yiu Mr. LAM Ying Hung Andy

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