Xingye Alloy Materials Group Limited — Proxy Solicitation & Information Statement 2008

Apr 25, 2008

THIS DOCUMENT 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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your securities in Xingye Copper International Group Limited, you should at once hand this circular to the purchaser or to the transferee or to the bank, stockbroker or other agent through whom the sale was effect for transmission to the purchaser or to the transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

XINGYE COPPER INTERNATIONAL GROUP LIMITED

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 505)

PROPOSALS FOR RE-ELECTION OF DIRECTORS

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES APPOINTMENT OF NON-EXECUTIVE DIRECTOR AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Xingye Copper International Group Limited to be held at Nos. 2-9, Jin Xi Road, Hangzhou Bay Development Zone, Cixi City, Ningbo City, Zhejiang Province, the PRC on Friday, 23 May 2008 at 4:00 p.m. is set out on pages 17 to 20 of this circular. Whether or not you are able to attend the annual general meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish.

28 April 2008

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I – Biographical details of retiring Directors . . . . . . . . . . . . .	7
Appendix II – Explanatory statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Appendix III – Details of Proposed Non-executive Director . . . . . . . . . . . .	16
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17

– i –

DEFINITIONS

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

“AGM”	the forthcoming annual general meeting of the Company
	to be held at Nos. 2-9, Jin Xi Road, Hangzhou Bay
	Development Zone, Cixi City, Ningbo City, Zhejiang
	Province, the PRC at 4:00 p.m. on Friday, 23 May 2008,
	notice of which is set out on pages 17 to 20 of this
	circular
“Articles”	the articles of association of the Company
“associates”	has the meaning subscribed thereto in the Listing Rules
“Board”	the board of Directors
“Companies Law”	the Companies Law, Cap. 22 (Law 3 of 1961) (as
	consolidated and revised from time to time) of the
	Cayman Islands
“Company”	Xingye Copper International Group Limited, a company
	incorporated in the Cayman Islands with limited liability
	on 19 July 2007, the Shares of which are listed on the
	Main Board of the Stock Exchange
“Director(s)”	the director(s) of the Company
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the
	PRC
“Issue Mandate”	the proposed general and unconditional mandate to be
	granted to the Directors to exercise all the powers of the
	Company to allot, issue and otherwise deal in new Shares
	not exceeding 20% of the aggregate nominal value of the
	share capital of the Company in issue as at the date of
	passing of the resolution granting such mandate
“Latest Practicable Date”	21 April 2008, being the latest practicable date prior to
	the printing of this circular for the purpose of
	ascertaining certain information contained herein
“Listing Date”	27 December 2007, the date on which the Company listed
	on the Main Board of the Stock Exchange

– 1 –

DEFINITIONS

“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange
“Ms Yu”	Ms Yu Yuesu
“PRC”	the People’s Republic of China
“Repurchase Mandate”	the proposed general and unconditional mandate to be
	granted to the Directors to exercise all the powers of the
	Company to purchase Shares up to a maximum of 10% of
	the aggregate nominal value of the share capital of the
	Company in issue as at the date of passing of the
	resolution granting such mandate
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
“Share(s)”	ordinary share(s) of nominal value HK$0.10 each in the
	share capital of the Company
“Share Option Scheme”	share option scheme of the Company adopted on 1
	December 2007
“Shareholder(s)”	the holder(s) of the Share(s)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent

– 2 –

LETTER FROM THE BOARD

XINGYE COPPER INTERNATIONAL GROUP LIMITED

(incorporated in the Cayman Islands with limited liability) (Stock Code: 505)

Executive Directors:

Mr. HU Changyuan (Chairman) Mr. CHEN Jianhua (Deputy Chairman and General Manager) Mr. WANG Jianli Mr. MA Wanjun

Independent non-executive Directors:

Mr. CUI Ming Mr. XIE Shuisheng Ms. LI Li

Registered office:

Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Principal place of business in the PRC: Nos. 2-9, Jin Xi Road Hangzhou Bay Development Zone Cixi City Ningbo City Zhejiang Province 315336, the PRC

Principal place of business in Hong Kong: 41/F., Bank of China Tower 1 Garden Road Hong Kong

28 April 2008

To the Shareholders

Dear Sir/Madam,

PROPOSALS FOR RE-ELECTION OF DIRECTORS GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES APPOINTMENT OF NON-EXECUTIVE DIRECTOR AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to give you notice of the AGM and provide you with information of the resolutions to be proposed at the AGM for the approval of (i) re-election of retiring Directors; (ii) granting of the Issue Mandate and the extension thereof; (iii) granting of the Repurchase Mandate; and (iv) appointment of Ms. Yu Yuesu as a non-executive Director of the Company.

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LETTER FROM THE BOARD

2. RE-ELECTION OF DIRECTORS

In accordance with Article 86(3) of the Articles Mr. Hu Changyuan, Mr. Chen Jianhua, Mr. Wang Jianli, Mr. Ma Wanjun, Mr. Cui Ming, Mr. Xie Shuisheng and Ms. Li Li shall retire at the AGM and being eligible, will offer themselves for re-election at the AGM. Information required to be disclosed under the Listing Rules in relation to the retiring Directors proposed for re-election are set out in Appendix I to this circular.

3. GENERAL MANDATE TO ISSUE SHARES

By written resolutions of the sole shareholder of the Company passed on 1 December 2007, the Directors were granted general mandate to allot, issue and deal with Shares and such general mandate was extended by adding to it the number of Shares repurchased under the general mandate to repurchase Shares granted to the Directors pursuant to the written resolutions passed on 1 December 2007. Since such general mandate will expire at the conclusion of the forthcoming AGM, ordinary resolutions as set out in resolutions no. 6 and 8 in the notice of the AGM will be proposed at the AGM to seek the approval of the Shareholders to grant to the Directors the Issue Mandate to issue, allot and deal in new Shares up to a maximum of 20% of the aggregate nominal value of the share capital of the Company in issue as at the date of passing of the resolution, and to extend the Issue Mandate by adding to it the number of Shares repurchased under the Repurchase Mandate.

As at the Latest Practicable Date, the number of Shares in issue was 622,500,000 Shares. Accordingly, the exercise of the General Mandate in full would enable the Company to issue a maximum of 124,500,000 new Shares (assuming no Share is issued or repurchased after the Latest Practicable Date and up to the passing of the relevant resolution). The granting of the Issue Mandate will provide for flexibility to the Directors to issue Shares when it is in the interest of the Company.

4. GENERAL MANDATE TO REPURCHASE SHARES

Pursuant to the written resolutions passed by the then sole Shareholder on 1 December 2007, a general and unconditional mandate was given to the Directors to repurchase Shares. Such general mandate will lapse at the conclusion of the AGM. Therefore, an ordinary resolution set out in resolution no. 7 of the notice of AGM will be proposed at the AGM to grant the Repurchase Mandate.

An explanatory statement as required by the Listing Rules to be sent to the Shareholders in connection with the Repurchase Mandate is set out in Appendix II to this circular.

5. PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR

The Company proposed to appoint Ms. Yu Yuesu as a non-executive Director of the Company. The appointment of Ms. Yu is subject to approval by shareholders a the AGM. It is proposed that Ms. Yu will hold office for a term of one year. The details of Ms. Yu are set out in Appendix III to this circular.

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LETTER FROM THE BOARD

6. AGM AND PROXY

A notice convening the AGM is set on out pages 17 to 20 of this circular. At the AGM, ordinary resolutions will be proposed to approve, among other things, the proposed re-election of retiring Directors, the granting of the Issue Mandate, the granting of the Repurchase Mandate and the appointment of Ms. Yu Yuesu as a non-executive director.

A form of proxy for use at the AGM is also enclosed with this circular. Such form is also published on the designated website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.xingyecopper.com). Whether or not you intend to be present at the AGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch share registrar and transfer office, Tricor Investor Services Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the AGM should you so desire.

7. RIGHT TO DEMAND A POLL

Pursuant to Article 66 of the Articles, a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

• (i) by the chairman of the meeting; or

• (ii) by at least three Shareholders present in person or, in the case of a Shareholder being a corporation, by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or

• (iii) by any Shareholder or Shareholders present in person or, in the case of a Shareholder being a corporation, by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all the Shareholders having the right to vote at the meeting; or

• (iv) by a Shareholder or Shareholders present in person or, in the case of a Shareholder being a corporation, by its duly authorised representative or by proxy and holding Shares conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the Shares conferring that right; or

• (v) if required by the Listing Rules, by any Director or Directors who, individually or collectively, hold proxies in respect of shares representing five per cent (5%) or more of the total voting rights at such meeting.

– 5 –

LETTER FROM THE BOARD

A demand by a person as proxy for a Shareholder or in the case of a Shareholder being a corporation by its duly authorised representative shall be deemed to be the same as a demand by a Shareholder.

8. CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from 22 May 2008 to 23 May 2008, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for the proposed final dividend and to determine the identity of Shareholder who are entitled to attend and vote at the AGM, all share transfers, accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on 21 May 2008.

9. RECOMMENDATIONS

The Board considers that the proposals for re-election of retiring Directors, the Issue Mandate and the Repurchase Mandate and the appointment of Ms. Yu Yuesu as a non executive director are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

10. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

Yours faithfully, For and on behalf of Xingye Copper International Group Limited Hu Changyuan Chairman

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BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS

APPENDIX I

This biographical details of the retiring Directors proposed to be re-elected at the AGM, disclosed pursuant to Rule 13.74 of the Listing Rules are set out as follows:

Mr. HU Changyuan , aged 60, is an executive Director and Chairman of the Board of the Company. He obtained a diploma in modern economic management studies ( ) from the Distant Learning University of Economics, Beijing ( ) in 1988. Mr. Hu was recognized as a senior economist by the Human Resources Department of Zhejiang Province ( ) in 1995. He is the founder of the Group. Mr. Hu has more than twenty years of experience in the copper plates and strips industry. Prior to the establishment of the Group, Mr. Hu played an active role in the establishment of Cixi County Xingye Copper Strips Factory in 1985. He was duly appointed as the head of the factory by Cixi County Rural Collective Enterprise Administration Bureau ( ). He was responsible for the overall management of the factory and was the key decision maker of the factory. He was a committee member of the first council of the China Nonferrous Metals Industry Association ( ), a member of the People’s Political and Consultation Commission of Cixi City ( ) and was a representative to the People’s Congress of Ningbo City ( ). Mr. Hu was awarded the title of “Labor Model of Ningbo City” ( ) by Ningbo People’s Government ( ) in 1991. He was also awarded the title of outstanding Chinese Entrepreneur ( ) by the Chinese International Hua Shang Association ( ) and International Hua Shang Magazine ( ) in 2006. Mr. Hu is dedicated to charities. In 2005, Mr. Hu served as a vice president of the Zhejiang Charity Federation ( ). In 2005, Mr. Hu was awarded Zhejiang Charitable Individual ( ) by the People’s Government of Zhejiang. In 2007, he was awarded “Outstanding Contributions to Chinese Charities” ( ) and the title of “China’s Charity Figure” ( ) by China Charity Federation.

Mr. Hu entered into a service contract with the Company on 1 December 2007. The initial term of service of Mr. Hu is three years commencing from the Listing Date until terminated in accordance with the terms of the service contract. Under the service contract, either party may terminate such contract at any time by giving to the other not less than three month’s prior notice. Mr. Hu is currently entitled to an annual remuneration of RMB1,200,000 per year. The amount of annual remuneration is subject to review by the Board at its discretion. Mr. Hu is also entitled to receive an annual management bonus determined by the Board at its absolute discretion according to his performance and the operating results of the Company.

As at the Latest Practicable Date, Mr. Hu was deemed to be interested in an aggregate of 331,965,000 Shares, of which 330,165,000 through Shine International Holdings Limited, a company controlled and wholly owned by him and 1,800,000 Shares which may fall to be allotted and issued upon exercised of the share options granted under the Share Option Scheme. Apart from this, Mr. Hu does not have any other interests in the Shares within the meaning of Part XV of the SFO.

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BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS

APPENDIX I

Mr. Hu is a father of Mr. Hu Mingda, a deputy general manager of the Group and the brother-in-law of Mr. Yu Liben, a consultant of the Group. Save as disclosed above, Mr. Hu has not held directorships in any other listed public companies in the last three years and has not held any other position with the Company and other members of the Group. Save as disclosed above, Mr. Hu is not connected with any other directors, senior management, substantial or controlling shareholders of the Company.

Save as the above, there is no information in relation to Mr. Hu that is required to be disclosed pursuant to paragraphs 13.51(2) (h) to (v) of the Listing Rules or any other matter that needs to be brought to the attention of the Shareholders in relation to his re-election

Mr. CHEN Jianhua , aged 40, is an executive Director and deputy chairman of the Board and general manager of the Company. He graduated from an executive management program in business administration organized by Shanghai Fudan University and Hong Kong University Continuing Education Institute ( ) in 2004 and has been working for the Group since 1998. Mr. Chen was appointed as the general manager of the Group in January 2005, responsible for the day-to-day management of the Group. He has been an executive director of Ningbo Xingye Electronic Copper Strip Co. Ltd. since February 2004. Prior to joining the Group, Mr. Chen joined Cixi County Xingye Copper Strips Factory in 1986, responsible for the statistics audit, production planning, production management and technology development of the factory. He was then appointed as the general manager of Ningbo Shine Group Co. in 1993 and served the role until he joined the Group in 1998. Mr. Chen has more than twenty years of experience in the copper plates and strips industry. He was awarded the title of “Outstanding Entrepreneur of Cixi City” ( ) by the People’s Government of Cixi in 2005 and 2006. In 2005, he was also awarded the title of an “Outstanding Entrepreneur” ( ) by the CNMFIA. In 2007, he was awarded the title of “Advanced Production Worker” by Cixi City, and was also awarded Outstanding Figure in the Industrial and Economic Year of Cixi City.

Mr. Chen entered into a service contract with the Company on 1 December 2007. The initial term of service of Mr. Chen is three years commencing from the Listing Date until terminated in accordance with the terms of the service contract. Under the service contract, either party may terminate such contract at any time by giving to the other not less than three month’s prior notice. Mr. Chen is currently entitled to an annual remuneration of RMB700,000 per year. The amount of annual remuneration is subject to review by the Board at its discretion. Mr. Chen is also entitled to receive an annual management bonus determined by the Board at its absolute discretion according to his performance and the operating results of the Company.

As at the Latest Practicable Date, Mr. Chen was interested in 1,500,000 Shares, which represent the Shares which may fall to be allotted and issued upon exercise in full of the share option granted under the Share Option Scheme. Apart from this, Mr. Hu does not have any other interests in the Shares within the meaning of Part XV of the SFO

Save as disclosed above, Mr. Chen has not held directorships in any other listed public companies in the last three years and has not held any other position with the Company and other members of the Group. Mr. Chen is not connected with any other directors, senior management, substantial or controlling shareholders of the Company.

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BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS

APPENDIX I

Save as the above, there is no information in relation to Mr. Chen that is required to be disclosed pursuant to paragraphs 13.51(2) (h) to (v) of the Listing Rules or any other matter that needs to be brought to the attention of the Shareholders in relation to his re-election.

Mr. WANG Jianli , aged 36, is an executive Director and vice-general manager of the Company. He obtained a diploma in urban planning and management from Hangzhou University in 1996. He graduated from an executive management program in business administration organized by Zhejiang University in 2003 and has been working for the Group since 1998. Mr. Wang was recognized as an economist by the People’s Government of Ningbo City ( ). Mr. Wang has been a vice-general manager of the Group since 2004, responsible for the sales, marketing and sourcing function of the Group. He was the executive director of Ningbo Xingye Tongtai Precision Alloy Materials Co. Ltd. from February 2005 to December 2006. Mr. Wang has nineteen years of experience in the copper plates and strips industry. Prior to joining the Group, Mr. Wang joined Cixi County Xingye Copper Strips Factory in 1988, responsible for the establishment and project management of the factory, he was involved in the technology reform of the factory since 1992. He was then appointed as a vice-general manager of Ningbo Shine Group Co. in 1993 and served the role until he joined the Group in 1998. Mr. Wang was awarded the title of “Model of Founders of Privately-owned Enterprises” ( ) by Zhejiang Province Village Enterprise Bureau ( ) and Zhejiang Province Chamber of Industry ( ) in 1999. In 2006, he was awarded the title of “Star Entrepreneur of Cixi City” ( ) by the People’s Government of Cixi. He is now a vice-president of the fifth council of the CNMFIA ( ).

Mr. Wang entered into a service contract with the Company on 1 December 2007. The initial term of service of Mr. Wang is three years commencing from the Listing Date until terminated in accordance with the terms of the service contract. Under the service contract, either party may terminate such contract at any time by giving to the other not less than three month’s prior notice. Mr. Wang is currently entitled to an annual remuneration of RMB450,000 per year. The amount of annual remuneration is subject to review by the Board at its discretion. Mr. Wang is also entitled to receive an annual management bonus determined by the Board at its absolute discretion according to his performance and the operating results of the Company.

As at the Latest Practicable Date, Mr. Wang was deemed to be interested in an aggregate of 31,035,000 Shares, of which 29,835,000 through Sun Fook Limited, a company controlled and wholly owned by him and 1,200,000 Shares which may fall to be allotted and issued upon exercised of the share options granted under the Share Option Scheme. Apart from this, Mr. Wang does not have any other interests in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Wang has not held directorships in any other listed public companies in the last three years and has not held any other position with the Company and other members of the Group. Mr. Wang is not connected with any other directors, senior management, substantial or controlling shareholders of the Company.

Save as the above, there is no information in relation to Mr. Wang that is required to be disclosed pursuant to paragraphs 13.51(2) (h) to (v) of the Listing Rules or any other matter that needs to be brought to the attention of the Shareholders in relation to his re-election.

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BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS

APPENDIX I

Mr. MA Wanjun , aged 41, is an executive Director and vice-general manager of the Company. He graduated from an executive management program in business administration organized by Shanghai Fudan University and Hong Kong University Continuing Education Institute ( ) in 2004. He has been working for the Group since 2001 and was an executive director of Ningbo Xingye Electronic Copper Strip Co., Ltd. from February 2004 to January 2005 and has been an executive director of Ningbo Shengtai Electronic Metal Materials Co., Ltd. since July 2003. Mr. Ma has been a vice-general manager of the Group since 2004, responsible for the management of technology equipment and production of the Group. Mr. Ma has more than twenty years of experience in the copper plates and strips industry. Prior to joining the Group, Mr. Ma joined Cixi County Xingye Copper Strips Factory in 1985. He was then appointed as the head of research department of Ningbo Shine Group Co. in 1993 and served the role until he joined the Group in 2001. In 1999, he was engaged as a commissioner of the heavy nonferrous metal branch association of China National Nonferrous Metal Standardization Technology Commission ( ) by the General Administration of Quality Supervision, Inspection and Quarantine ( ). He was awarded the title of “Star Entrepreneur of Cixi City” ( ) by the People’s Government of Cixi in 2005. In 2006, he was awarded the title of “Outstanding Figure in the Nonferrous Metal Industry of China” ( ) by the China Nonferrous Metals Industry Association and the Chinese Non-Ferrous Metal Society ( ).

Mr. Ma entered into a service contract with the Company on 1 December 2007. The initial term of service of Mr. Ma is three years commencing from the Listing Date until terminated in accordance with the terms of the service contract. Under the service contract, either party may terminate such contract at any time by giving to the other not less than three month’s prior notice. Mr. Ma is currently entitled to an annual remuneration of RMB450,000 per year. The amount of annual remuneration is subject to review by the Board at its discretion. Mr. Ma is also entitled to receive an annual management bonus determined by the Board at its absolute discretion according to his performance and the operating results of the Company.

As at the Latest Practicable Date, Mr. Ma was interested in 1,200,000 Shares, which represent the Shares which may fall to be allotted and issued upon exercise in full of the share option granted under the Share Option Scheme. Apart from this, Mr. Ma does not have any other interests in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Ma has not held directorships in any other listed public companies in the last three years and has not held any other position with the Company and other members of the Group. Mr. Ma is not connected with any other directors, senior management, substantial or controlling shareholders of the Company.

Save as the above, there is no information in relation to Mr. Ma that is required to be disclosed pursuant to paragraphs 13.51(2) (h) to (v) of the Listing Rules or any other matter that needs to be brought to the attention of the Shareholders in relation to his re-election.

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BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS

APPENDIX I

Mr. CUI Ming , aged 51, is an independent non-executive Director of the Company. He obtained a bachelor degree in finance from the Beijing Economics and Trade University in 1982. In 1994, Mr. Cui founded New York-based First Pacific Rim Inc., the US investment banking operation controlled by Guotai J&A Securities, a brokerage and investment banking firm in the PRC, and has been its CEO for seven years. Mr. Cui is the managing director of China Vision SME, LP, an private equity fund established in the Bahamas; and the founder and CEO of Oriental Financial Management Ltd, a financial management firm with offices in Beijing and Hong Kong. Mr. Cui is also a director of Meilan Environmental Materials Holdings Limited, an investment holding company incorporated in Hong Kong with investment in an integrated chlor-alkali, chlorochemical and fluorochemical producer in the PRC.

Mr. Cui has entered into an appointment letter with the Company for a term of three years effective from 1 December 2007 until terminated by either the Company or Mr. Cui by giving not less than two months prior notice in writing. Under the appointment letter, Mr. Cui is entitled to a fixed director’s fee of RMB120,000 per year in aggregate. Mr. Cui’s director’s fee is determined by the Board having regard to his duties and responsibilities. There will be no change to Mr. Cui’s service terms upon his re-election.

As at the Latest Practicable Date, Mr. Cui did not have any interest in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Cui has not held directorships in any other listed public companies in the last three years and has not held any other position with the Company and other members of the Group. Mr. Cui is not connected with any other directors, senior management, substantial or controlling shareholders of the Company.

Save as the above, there is no information in relation to Mr. Cui that is required to be disclosed pursuant to paragraphs 13.51(2) (h) to (v) of the Listing Rules or any other matter that needs to be brought to the attention of the Shareholders in relation to his re-election.

Mr. XIE Shuisheng , aged 63, is an independent non-executive Director of the Company. He obtained a doctorate degree in metal plastic forming process ( ) from Tsinghua University in 1986. Mr. Xie is the chief engineer of the State Key Laboratory for Fabrication and Processing of Nonferrous Metals ( ) and a professor at the Beijing nonferrous metals head research institute of that laboratory. In recent years, he has guided the studies of more than 20 master and doctorate students. Mr. Xie is also a committee member of the Nonferrous Metals Society of China ( ), the head of the Metal Alloy Processing Academic Committee of Nonferrous Metals Society of China ( ), a committee member of the Beijing Mechanical Engineering Society and the head of the Pressure Processing Society of the Chinese Mechanical Engineering Society ( ), a committee member of the Confederation of Chinese Metal Forming Industry and the vice chairman of the Semi-solid Processing Committee of the Chinese Mechanical Engineering Society ( ); and a committee member of the Nuclear Materials Professional Society of the Chinese Nuclear Society ( ). Mr. Xie is an authoritative figure in his field of studies, he has published over 160 articles in various international and Chinese academic journals and has obtained 14 patents in the PRC.

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BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS

APPENDIX I

Mr. Xie has entered into an appointment letter with the Company for a term of three years with effect from 1 December 2007 until terminated by either the Company or Mr. Xie by giving not less than two months prior notice in writing. Under the appointment letter, Mr. Xie is entitled to a fixed director’s fee of RMB120,000 per year in aggregate. Mr. Xie’s director’s fee is determined by the Board having regard to his duties and responsibilities. There will be no change to Mr. Xie’s service terms upon his re-election.

As at the Latest Practicable Date, Mr. Xie did not have any interest in the Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Xie has not held directorships in any other listed public companies in the last three years and has not held any other position with the Company and other members of the Group. Mr. Xie is not connected with any other directors, senior management, substantial or controlling shareholders of the Company.

Save as the above, of Mr. Xie as Director, there is no information in relation to Mr. Xie that is required to be disclosed pursuant to paragraphs 13.51(2) (h) to (v) of the Listing Rules or any other matter that needs to be brought to the attention of the Shareholders in relation to his re-election.

Ms. LI Li , aged 35, is an independent non-executive Director of the Company. She is a qualified accountant in the PRC, and is a member of the Association of International Accountants. She obtained a bachelor degree in business administration from the Party School of Central Committee of the Communist Party of China located at Jiangsu Province, the PRC, in 1997. Ms. Li has been the manager of the finance department of the Shanghai office of Springs Global since 2005. She was also the financial manager in Shanghai SKD Technology Co., Ltd and FAI (electronic) International Trading Co., Ltd from 2001 to 2004 and from 1999 to 2001 respectively.

Ms. Li has entered into an appointment letter with the Company for a term of three years with effect from 1 December 2007 until terminated by either the Company or Ms. Li by giving not less than two months prior notice in writing. Under the appointment letter, Ms. Li is entitled to a fixed director’s fee of RMB120,000 per year in aggregate. Ms. Li’s director’s fee is determined by the Board having regard to her duties and responsibilities. There will be no change to Ms. Li’s service terms upon her re-election.

As at the Latest Practicable Date, Ms. Li was personally interested in 50,000 Shares in the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Ms. Li has not held directorships in any other listed public companies in the last three years and has not held any other position with the Company and other members of the Group. Ms. Li is not connected with any other directors, senior management, substantial or controlling shareholders of the Company.

Save as the above, there is no information regarding Ms. Li that is required to be disclosed pursuant to paragraphs 13.51(2) (h) to (v) of the Listing Rules or any other matter that needs to be brought to the attention of the Shareholders in relation to her re-election.

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EXPLANATORY STATEMENT

APPENDIX II

This Appendix serves as an explanatory statement, as required under Rule 10.06(1)(b) of the Listing Rules, to provide requisite information to you for your consideration of the Repurchase Mandate to be granted to the Directors.

GENERAL MANDATE TO REPURCHASE SHARES

At the AGM, an ordinary resolution will be proposed that, if passed, the Directors will be given general and unconditional mandate to exercise all the powers of the Company to repurchase Shares up to 10% of the issued share capital of the Company as at the date of passing of the resolution.

The Repurchase Mandate will continue to be in force until (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles or any applicable laws of the Cayman Islands; or (iii) the revocation or variation of the authority given under the mandate by ordinary resolution of Shareholders in general meeting, whichever is the earlier.

EXERCISE OF THE REPURCHASE MANDATE

As at the Latest Practicable Date, the number of Shares in issue was 622,500,000 Shares. Subject to the passing of the proposed ordinary resolution approving the proposed Repurchase Mandate and on the basis that none of the outstanding share options is exercised and no further Shares is issued, allotted or repurchased by the Company after the Latest Practicable Date up to the date of passing the relevant resolution, the exercise of the proposed Repurchase Mandate in full would allow the Company to repurchase up to a maximum of 62,250,000 Shares.

REASONS FOR REPURCHASES

The Directors believe that the Repurchase Mandate is in the interests of the Company and the Shareholders as a whole. Repurchases will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole. Such repurchases may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earnings per Share.

FUNDING OF REPURCHASES

In making repurchase, the Company may only to apply funds legally available for such purpose in accordance with the Articles, the Listing Rules, the Companies Law and the applicable laws of Hong Kong and the Cayman Islands. Any repurchases by the Company may be made out of capital paid up on the Shares to be repurchased (if so authorised by the Articles and subject to the provisions of the Companies Law). The laws of Cayman Islands provide that the purchase of Shares may only be paid from the profits of the Company and/or out of the proceeds of a new issue of Shares made for the purpose of the repurchase or out of capital, if the Company can immediately following such payment pay its debts as they fall due in the ordinary course of business.

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EXPLANATORY STATEMENT

APPENDIX II

IMPACT OF REPURCHASE

There may be an adverse impact on the working capital requirements or gearing levels of the Company as compared with the position disclosed in the audited financial statements contained in the annual report for the year ended 31 December 2007 in the event that the Repurchase Mandate is to be exercised in full.

However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

SHARES REPURCHASES MADE BY THE COMPANY

No repurchases of Shares (whether on the Stock Exchange or otherwise) have been made by the Company in the six months preceding the Latest Practicable Date.

TAKEOVERS CODE

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 purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase of Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

In the event that the Directors exercise in full the power to repurchase Shares in accordance with the Repurchase Mandate, the total number of Shares which will be repurchased pursuant to the Repurchase Mandate shall be 62,250,000 Shares (being 10% of the issued share capital of the Company). The percentage shareholding of Mr. Hu will be increased from 53.33% to 59.25% of the issued share capital of the Company immediately following the full exercise of the Repurchase Mandate and such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeover Code.

Save as aforesaid, the Directors are not aware of any consequences of the repurchases which would give rise under the Takeovers Code. Any repurchase of Shares which results in the number of Shares held by the public being reduced to less than the prescribed percentage of the Shares then in issue could only be implemented with the approval of the Stock Exchange to waive the Listing Rules requirements regarding the public shareholding. However, the Directors have no current intention to exercise the Repurchase Mandate to such an extent as would give rise to this obligation. In any event, the Repurchase Mandate will be exercised only if the number of Shares held by the public would not fall below 25%.

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EXPLANATORY STATEMENT

APPENDIX II

SHARE PRICES

The highest and lowest prices at which the Shares have been traded on the Stock Exchange from December 2007, being the date of listing of the Shares on the Stock Exchange, up to the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2007
December	5.100	1.850
2008
January	4.480	1.990
February	2.870	2.020
March	2.570	1.600
April up to the Latest Practicable Date	2.240	2.080

Note: Dealings in the Shares on the Stock Exchange commenced on 27 December 2007.

SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of the Shares was made by the Company in the six months prior to the Latest Practicable Date.

GENERAL

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the memorandum and articles of association of the Company, the Companies Law and the applicable laws of Cayman Islands.

None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, any of their respective associates has any present intention, in the event that the Repurchase Mandate is approved by the Shareholders, to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate.

As at the Latest Practicable Date, no connected persons (as defined in the Listing Rules) of the Company has notified the Company that he/she has a present intention to sell any Shares to the Company or its subsidiaries or has undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.

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DETAILS OF PROPOSED NON-EXECUTIVE DIRECTOR

APPENDIX III

The biographical details of the proposed non-executive Director to be appointed at the AGM, disclosed pursuant to Rule 13.74 of the Listing Rules. are set out as follows:

Ms. YU Yuesu , aged 60, is the spouse of Mr. Hu Changyuan, who is an executive Director and Chairman of the Company. Ms. Yu was appointed as an executive director of the Ningbo Xingye Electronic Copper Strip Co., Ltd from November 1998 to December 2001 and has brilliant contribution in the business development of the Group. Save as disclosed above, Ms. Yu has not held directorships in any other listed public companies in the last three years and has not held any other position with the Company and other members of the Group. Apart from being the spouse of Mr. Hu Changyuan, Ms. Yu is also the mother of Mr. Hu Mingda who is a vice-general manager of the Group and the sister of Mr. Yu Liben, who is a member of the senior management. Save as the aforesaid, Ms. Yu is not connected with any other directors, senior management, substantial or controlling shareholders of the Company.

Ms. Yu, being the spouse of Mr. Hu Changyuan, is deemed to be interested in the 331,965,000 Shares held by Mr. Hu under the SFO. Apart from this, Ms. Yu does not have any other interests in the Shares within the meaning of Part XV of the SFO.

It is proposed that Ms. Yu will be appointed for a term of one year and subject to retirement by rotation and re-election at annual general meetings in accordance with the Articles of Association of the Company. The director’s emolument of Ms. Yu will be determined by the Board and the remuneration committee of the Company with reference to the prevailing market condition, performance, qualification and experience of Ms. Yu.

Save as disclosed above, there are no other matters which need to be brought to the attention of the shareholders of the Company regarding the appointment of Ms. Yu nor any other information that needs to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

XINGYE COPPER INTERNATIONAL GROUP LIMITED

(incorporated in the Cayman Islands with limited liability) (Stock Code: 505)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Xingye Cooper International Group Limited (the “Company”) will be held at Nos. 2-9, Jin Xi Road, Hangzhou Bay Development Zone, Cixi City, Ningbo City, Zhejiang Province, the PRC on Friday, 23 May 2008 at 4:00 p.m. for the following purposes:

1. To receive and consider the audited consolidated financial statements and the reports of Directors and auditors for the year ended 31 December 2007.

2. To consider and approve the recommendations for a final dividend for the year ended 31 December 2007.

3. To re-elect the retiring Directors and to authorize the board of Directors to fix the Directors’ remuneration for the ensuing year.

4. To appoint Ms. Yu Yuesu as a non-executive Director of the Company for a term of one year.

5. To re-appoint KPMG as auditors of the Company for the ensuing year and to authorize the board of Directors to fix their remuneration.

As Special Business

ORDINARY RESOLUTIONS

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:

“ THAT:

• (a) subject to paragraph (c) below of this Resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal in additional shares of HK$0.10 each in the capital of the Company (the “Shares”) or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares, and to make or grant offers, agreements and options which would or might require the exercise of such powers, be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the approval in paragraph (a) of this Resolution shall be in addition to any other authorisations given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers at any time during or after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to:

• (i) a Rights Issue (as defined in paragraph (e) of this Resolution);

• (ii) an exercise of rights of subscription or conversion under terms of any warrants issued by the Company or any securities which are convertible into Shares;

• (iii) an exercise of the subscription rights under any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries or such other persons eligible to participate in any such scheme(s) or arrangement of Shares or rights to acquire Shares;

• (iv) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company (the “Articles”) or a specific authority granted by the Shareholders in general meeting,

shall not exceed 20 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this Resolution and the said approval shall be limited accordingly;

• (d) subject to the passing of each of the paragraphs (a), (b) and (c) of this Resolution, any prior approvals of the kind referred to in paragraphs (a), (b) and (c) of this Resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

• (e) for the purpose of this Resolution:

• (i) “Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:

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

  • (bb) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws of the Cayman Islands to be held; or

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NOTICE OF ANNUAL GENERAL MEETING

  - (cc) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the Shareholders in general meeting.

• (ii) “Rights Issue” means an offer of Shares or other equity securities of the Company open for a period fixed by the Directors to the holders of Shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusions 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 any relevant jurisdiction, or the requirements of, any recognised regulatory body or any stock exchange in any territory outside the Hong Kong Special Administrative Region of the People’s Republic of China applicable to the Company).”

• To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:

“ THAT:

• (a) subject to paragraph (b) below of this Resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to repurchase Shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the Shares may be listed and recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and regulations of Hong Kong, the Cayman Islands, the Articles and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or rules of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of Shares to be repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (a) of this Resolution during the Relevant Period (as defined below) 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 passing of this Resolution and the said approval shall be limited accordingly;

• (c) subject to the passing of each of the paragraphs (a) and (b) of this Resolution, any prior approvals of the kind referred to in paragraphs (a) and (b) of this Resolution which had been granted to the Directors and which are still in effect be and hereby revoked; and

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NOTICE OF ANNUAL GENERAL MEETING

• (d) for the purpose of this Resolution:

“Relevant Period” means the period from 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 or any applicable laws of the Cayman Islands to be held; or

• (iii) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the Shareholders in general meeting.”

• To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:

“ THAT conditional upon the passing of Resolutions 6 and 7 set out in this notice of annual general meeting dated 28 April 2008 (the “AGM Notice”) convening this meeting, the aggregate nominal amount of share capital of the Company that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to and in accordance with the general mandate granted under Resolution 6 set out in the AGM Notice be and is hereby extended by the addition thereto of the aggregate nominal amount of the shares in the capital of the Company which may be repurchased by the Company pursuant to and in accordance with the general mandate granted under Resolution 7 set out in the AGM Notice, provided that such amount 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 passing of this Resolution 8.”

By order of the Board Xingye Copper International Group Limited Chan Chung Kik, Lewis Company Secretary

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Any member of the Company entitled to attend and vote at the meeting (or any adjournment thereof) is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company.

2. To be valid, the form of proxy together with any power of attorney or other authority (if any) under which it is signed, or a certified copy thereof, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting.

3. The register of members of the Company will be closed from 22 May 2008 to 23 May 2008, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for the proposed final dividend and to determine the identity of the shareholders who are entitled to attend and vote at the meeting, all share transfers, accompanied by the relevant share certificates, must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on 21 May 2008.

4. With regard to item no. 3 in this notice, the board of directors of the Company proposes that the retiring Directors namely, Mr. HU Changyuan, Mr. CHEN Jianhua, Mr. WANG Jianli, Mr. MA Wanjun, Mr. CUI Ming, Mr. XIE Shuisheng, Ms. LI Li be re-elected as Directors of the Company. Details of these Directors are set out in Appendix I to the circular to shareholders of the Company dated 28 April 2008.

5. As at the date of this notice, the executive Directors of the Company are Mr. HU Changyuan, Mr. CHEN Jianhua, Mr. WANG Jianli and Mr. MA Wanjun, and the independent non-executive Directors of the Company are Mr. CUI Ming, Mr. XIE Shuisheng and Ms. LI Li.

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