Xingye Alloy Materials Group Limited — Proxy Solicitation & Information Statement 2012

Mar 30, 2012

XINGYE COPPER INTERNATIONAL GROUP LIMITED 興業銅業國際集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 505)

FORM OF PROXY for the annual general meeting (“AGM”) to be held on Thursday, 10 May 2012 (or any adjournment thereof)

I/We[(Note 1)] ,

of

being the registered holder(s) of[(Note 2)] Group Limited (the “Company”) hereby appoint the Chairman of the AGM[(Note 3)]

shares of HK$0.10 each in the capital of Xingye Copper International

or

of as my/our proxy to attend and act on my/our behalf at the AGM of the Company to be held at No. 1 Linfang Road, Bailiangqiao, Zonghan, Cixi City, Ningbo City, Zhejiang Province, the PRC on Thursday, 10 May 2012 at 10:00 a.m. or at any adjournment thereof and to vote for me/us on the resolutions referred to in the Notice of the AGM (with or without modifications) as indicated below:

RESOLUTIONS

FOR[(Note 4) ] AGAINST[(Note 4)]

1. To receive and adopt the audited consolidated financial statements and the reports of directors and the auditors of the Company for the year ended 31 December 2011.

2. To declare the final dividend for the year ended 31 December 2011. 3. To re-elect the following retiring directors: (a) (i) Mr. Chen Jianhua as an executive director; (ii) Mr. He Changming as an independent non-executive director; and (iii) Mr. Chai Chaoming as an independent non-executive director.

(b) To authorize the board of directors of the Company to fix the directors’ remuneration for the ensuring year.

1. To re-appoint KPMG as auditors of the Company for the ensuring year and to authorize the board of directors of the Company to fix their remuneration.

2. To grant an unconditional general mandate to the directors to allot, issue and deal with additional shares of the Company.

3. To grant an unconditional general mandate to the directors to repurchase shares of the Company. 7. To extend the general mandate granted under Resolution No. 5 by adding the nominal amount of the shares of the Company repurchased by the Company pursuant to Resolution No. 6, subject to a maximum of 10% of the issued share capital of the Company.

4. Refreshment of the existing limit on the grant of options under the share option scheme adopted by the Company on 1 December 2007.

• Signature(s)[(Note 5)] : Dated this day of 2012 Notes: 1. Please insert full name(s) and address(es) in BLOCK CAPITAL LETTERS . 2. Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

1. If any proxy other than the Chairman of the AGM is preferred, strike out the words “the Chairman of the AGM”, and insert the name and address of the proxy desired in the space provided.

2. IMPORTANT: IF YOU WISH YOUR PROXY TO VOTE ON YOUR BEHALF FOR A PARTICULAR RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH YOUR PROXY TO VOTE AGAINST A PARTICULAR RESOLUTION, TICK THE BOX MARKED “AGAINST”. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion whether to vote for or against the resolutions or to abstain from voting. Your proxy will also be entitled to vote at his discretion on any amendment to the resolutions referred to in the notice of the AGM which has been properly put to the meeting.

3. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under its common seal or under the hand of any duly authorized officer.

4. In the case of joint registered holders of any share, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders are present at the AGM personally or by proxy, the person whose name stands first on the register of members in respect of the relevant share will alone be entitled to vote in respect thereof.

5. To be valid, this form of proxy, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney or other authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited (the “Branch Registrar”), 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.

6. For the purpose of determining members who are qualified for attending the AGM, the register of members of the Company will be closed from 7 May 2012 to 10 May 2012 (both days inclusive), during which period no transfer of the Shares will be effected. In order to qualify for attending the AGM, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Branch Registrar at the address stated above by no later than 4:30 p.m. on 4 May 2012.

7. The proxy needs not be a member of the Company but must attend the meeting in person to represent you.

8. Completion and return of this form of proxy will not preclude you from attending and voting in person at the AGM if you so desire.

9. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE DULY INITIALLED BY THE PERSON WHO SIGNS IT.