Xingye Alloy Materials Group Limited — Proxy Solicitation & Information Statement 2016

May 5, 2016

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 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 and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.

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)

TERMINATION OF THE EXISTING SHARE OPTION SCHEME AND

PROPOSAL FOR ADOPTION OF THE NEW SHARE OPTION SCHEME

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM of Xingye Copper International Group Limited to be held at No. 68, Jin Xi Road, Hangzhou Bay New Zone, Ningbo, Zhejiang Province, the PRC on Friday, 27 May 2016 at 3:30 p.m. (or so soon thereafter as the annual general meeting of the Shareholders convened to be held at 3:00 p.m. on the same date and at the same place shall have been concluded or adjourned) is set out on pages 22 to 23 of this circular.

A proxy form for use at the EGM and any adjournment thereof is enclosed with this circular. Such proxy form can also be downloaded from the websites of HKEx (www.hkexnews.hk) and the Company (www.xingyecopper.com). Whether or not you are able to attend the EGM or any adjourned meeting, you are requested to complete the proxy form in accordance with the instructions printed thereon and return it to the Company’s Branch Share Registrar and Transfer Office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjourned meeting thereof should you so wish.

6 May 2016

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.	Termination of the Existing Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.	Adoption of the New Share Option Scheme. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
4.	EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5.	Voting by poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
6.	Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
7.	Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
8.	Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
9.	Further information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Appendix – Summary of the principal terms of the New Share Option Scheme. . . . . . . . . . . . . 6
Notice of extraordinary general meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

– i –

DEFINITIONS

In this circular (not including the accompanying EGM Notice), the following expressions have the following meanings unless the context requires otherwise:

“Articles” the articles of association of the Company; “associate(s)” has the meaning ascribed thereto under the Listing Rules; “Board” or “Board of Directors” the board of Directors; “Business Day” a day (other than a Saturday or Sunday or public holiday in Hong Kong) on which licensed banks are generally open for business in Hong Kong and the Stock Exchange is open for the business of dealing in securities; “Commencement Date” date on which the Offer relating to such Option is duly accepted by the Grantee in accordance with the New Share Option Scheme; “Company” Xingye Copper International Group Limited, a limited liability company incorporated in the Cayman Islands, the shares of which are listed on the Main Board of the Stock Exchange; “connected person(s)” has the meaning ascribed thereto under the Listing Rules; “core connected person(s)” has the meaning ascribed thereto under the Listing Rules; “Director(s)” the director(s) of the Company; “EGM” the extraordinary general meeting of the Company to be held at No. 68, Jin Xi Road, Hangzhou Bay New Zone, Ningbo, Zhejiang Province, the PRC on Friday, 27 May 2016 at 3:30 p.m. (or so soon thereafter as the annual general meeting of the Shareholders convened to be held at 3:00 p.m. on the same date and at the same place shall have been concluded or adjourned); “EGM Notice” the notice for convening the EGM set out on pages 22 to 23 of this circular;

– ii –

DEFINITIONS

“Eligible Person(s)” (i) any director (whether executive or non-executive, including any independent non-executive director) or employee (whether full time or part time) of any member of the Group; (ii) consultant, adviser, supplier or customer of any member of the Group; and (iii) any other group of classes of participants which the Board may, from time to time in its absolute discretion, consider appropriate on the basis of such participants’ contribution or potential contribution to the development, growth or benefit of the Group or any member of it;

“Existing Share Option Scheme” the share option scheme adopted by the Company on 1 December 2007 which is valid and effective for a period of 10 years commencing after such adoption date; “Grantee” any Eligible Person who accepts an Offer in accordance with the terms of the New Share Option Scheme or (where the context so permits) the legal representative(s) entitled to any such Option in consequence of the death of the original Grantee; “Group” the Company and its subsidiaries; “HKEx” Hong Kong Exchanges and Clearing Limited; “HK$” Hong Kong dollars, the lawful currency of Hong Kong; “Hong Kong” the Hong Kong Special Administrative Region of the PRC; “Latest Practicable Date” 29 April 2016, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein; “Listing Committee” the listing committee of the Stock Exchange; “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange; “New Share Option Scheme” the share option scheme to be adopted by the Company at the EGM by way of the Ordinary Resolution, a summary of the principal terms of the rules of which are set out in the Appendix to this circular;

– iii –

DEFINITIONS

“Offer”	the offer of the grant of Option(s) made by the Board in
	accordance with the New Share Option Scheme;
“Offer Date”	the date on which an Offer is made to an Eligible Person, which
	date must be a Business Day;
“Option(s)”	an option to subscribe for Shares pursuant to the New Share
	Option Scheme;
“Option Period”	a period to be determined and notified by the Board to the Grantee
	during which the Option may be exercised, and in any event such
	period shall not exceed a period of ten (10) years commencing on
	the Commencement Date;
“Ordinary Resolution”	the proposed ordinary resolution as referred to in the EGM Notice;
“PRC”	the People’s Republic of China;
“Share(s)”	fully paid ordinary shares of HK$0.10 each in the capital of the
	Company (or, if there has been a consolidation, reduction, re-
	classification, sub-division or reconstruction of the share capital
	of the Company, ordinary shares forming part of the equity share
	capital of the Company of such revised amount as shall result
	from such sub-division, consolidation, reduction, re-classification
	or reconstruction of such ordinary shares from time to time);
“Shareholder(s)”	holder(s) of Shares for the time being;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“subsidiary”	a company which is for the time being and from time to time a
	subsidiary (within the meaning of the Companies Ordinance,
	Chapter 622 of the Laws of Hong Kong) of the Company;
“substantial shareholder(s)”	has the meaning ascribed thereto under the Listing Rules;
“%”	per cent.

– iv –

LETTER FROM THE BOARD

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)

Board of Directors: Executive Directors Mr. HU Changyuan (Chairman) Mr. HU Minglie (Chief Executive Officer) Mr. WANG Jianli Mr. MA Wanjun Mr. CHEN Jianhua

Non-executive Director

Mr. DAI Jianchun

Registered office:

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

Principal place of business in the PRC:

No. 68, Jin Xi Road Hangzhou Bay New Zone Ningbo Zhejiang Province 315336, PRC

Independent Non-executive Directors

Principal place of business in Hong Kong:

Mr. MAO Xuechang Suite 11, 11th Floor Mr. CHAI Chaoming Hung Tai Industrial Building Dr. LOU Dong 37-39 Hung To Road, Kwun Tong, Kowloon, Hong Kong

6 May 2016

Dear Shareholders

TERMINATION OF THE EXISTING SHARE OPTION SCHEME

AND

PROPOSAL FOR ADOPTION OF THE NEW SHARE OPTION SCHEME AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

– 1 –

LETTER FROM THE BOARD

1. INTRODUCTION

The purpose of this circular is to provide you with information and to seek your approval of the Ordinary Resolution regarding the proposed termination of the Existing Share Option Scheme and the proposed adoption of the New Share Option Scheme, and to provide you with the EGM Notice.

2. TERMINATION OF THE EXISTING SHARE OPTION SCHEME

The Existing Share Option Scheme was adopted by the Company on 1 December 2007 and is valid and effective for a period of 10 years commencing after such adoption date. The Board proposes to recommend to the Shareholders to terminate the Existing Share Option Scheme by way of the Ordinary Resolution at the EGM. No further options will be granted under the Existing Share Option Scheme following its termination, but in all other respects its provisions shall remain in full force and effect.

As at the Latest Practicable Date, there is no outstanding exercisable option granted under the Existing Share Option Scheme. The Board has no present intention to grant further options under the Existing Share Option Scheme.

Under the Existing Share Option Scheme, as at the Latest Practicable Date, options to subscribe for 62,046,000 Shares were granted, of which 7,800,000 Shares have been issued pursuant to the exercise of options, and options to subscribe for 54,246,000 Shares have lapsed or have been cancelled.

3. ADOPTION OF THE NEW SHARE OPTION SCHEME

Upon the proposed termination of the Existing Share Option Scheme, no further options can be granted thereunder. The Board proposes to recommend to the Shareholders to approve the New Share Option Scheme, the principal terms of which is set out in the Appendix to this circular, so that Options may be granted to the Eligible Persons pursuant to the terms thereof.

The New Share Option Scheme is conditional upon:

• (i) the passing of an ordinary resolution to approve the New Share Option Scheme by the Shareholders at the EGM and to authorize the Board to grant the Options to subscribe for Shares thereunder and to allot, issue and deal with Shares pursuant to the exercise of any Options granted under the New Share Option Scheme; and

• (ii) the Listing Committee granting the approval for the listing of, and permission to deal in, any Shares which may fall to be issued pursuant to the exercise of the Options.

– 2 –

LETTER FROM THE BOARD

Pursuant to the terms of the New Share Option Scheme, the Board may, taking into account such factors as the Board may at its discretion consider appropriate, in its absolute discretion make an Offer to any Eligible Person to subscribe for such number of Shares, being a board lot for dealing in Shares on the Stock Exchange or an integral multiple thereof, as the Board may determine. The New Share Option Scheme does not stipulate any performance target or a minimum holding period before the Options can be exercised. However, the Board may in its absolute discretion specify such conditions as it thinks fit when making an Offer to an Eligible Person. The Board believes these terms will provide incentives or rewards to Eligible Persons for their contribution to, and continuing efforts to promote the interests of, the Company and to enable the Company and its subsidiaries to recruit and retain high-calibre employees.

As at the Latest Practicable Date, no Options under the New Share Option Scheme have been granted and the Board considers that it is inappropriate to state the value of the Options as if they had been granted on the Latest Practicable Date given that a number of variables which are necessary for the calculation of the value of the Options cannot be ascertained at this stage. Such variables include the subscription price, Option Period, interest rate and other relevant variables. The Board believes that any calculation of such value of the Options on the Latest Practicable Date would be based on a number of speculative assumptions and would therefore not be meaningful but would instead be misleading the Shareholders.

None of the Director is a trustee of the New Share Option Scheme or has a direct or indirect interest in the trustee of the New Share Option Scheme, if any.

As at the Latest Practicable Date, there were aggregate of 811,115,950 Shares in issue. Assuming no Shares will be issued or repurchased from the Latest Practicable Date to the date of the EGM, the maximum number of Shares that may be issued upon exercise of the Options that may be granted under the New Share Option Scheme and any other scheme(s) is 81,111,595 Shares, representing 10% of the Shares in issue.

An application will be made to the Stock Exchange of the listing of, and permission to deal in, the Shares that may be issued pursuant to the exercise of Options that may be granted under the New Share Option Scheme.

A copy of the New Share Option Scheme is available for inspection at the principal place of business of the Company in Hong Kong at Suite 11, 11th Floor, Hung Tai Industrial Building, 3739 Hung To Road, Kwun Tong, Kowloon, Hong Kong during normal business hours from the date hereof up to and including the date of the EGM.

– 3 –

LETTER FROM THE BOARD

4. EGM

The EGM Notice is set out on pages 22 to 23 of this circular. At the EGM, the Ordinary Resolution will be proposed to adopt the New Share Option Scheme.

5. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The chairman of the EGM will therefore demand a poll on the resolution to be proposed at the EGM pursuant to Article 66 of the Articles.

An announcement will be published by the Company on the websites of the HKEx (www.hkexnews.hk) and the Company (www.xingyecopper.com) after the conclusion of the EGM to inform the Shareholders of the voting results of the EGM.

6. ACTION TO BE TAKEN

A proxy form for use by the Shareholders at the EGM and at any adjournment thereof is enclosed with this circular and such proxy form can also be downloaded from the websites of HKEx (www.hkexnews.hk) and the Company (www.xingyecopper.com).

Whether or not you are able to attend the EGM or any adjourned meeting, you are requested to complete the proxy form in accordance with the instructions printed thereon and return it to the Company’s Branch Share Registrar and Transfer Office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjourned meeting thereof should you so wish.

7. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

– 4 –

LETTER FROM THE BOARD

8. RECOMMENDATION

To the extent that the Directors are aware having made all reasonable enquiries, there is no Shareholder who is required to abstain from voting in respect of the Ordinary Resolution.

The Directors are of the opinion that the proposed termination of the Existing Share Option Scheme and the proposed adoption of the New Share Option Scheme are in the best interests of the Company and the Shareholders as a whole and therefore recommend the Shareholders to vote in favour of the Ordinary Resolution.

9. FURTHER INFORMATION

Your attention is also drawn to the information set out in the Appendix to this circular.

Yours faithfully For and on behalf of

Xingye Copper International Group Limited Hu Changyuan

Chairman

– 5 –

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

The following is a summary of the principal terms of the new share option scheme of the Company (the “ Scheme ”) to be conditionally approved by the Shareholders at the EGM but such summary does not form part of, nor was it intended to be, part of the Scheme nor should it be taken as affecting the interpretation of the rules of the Scheme:

1. PURPOSE OF THE SCHEME

The purpose of the Scheme is to provide incentives or rewards to Eligible Persons for their contribution to, and continuing efforts to promote the interests of, the Company and to enable the Company and its subsidiaries to recruit and retain high-calibre employees.

2. DURATION AND ADMINISTRATION

• 2.1 The Scheme shall be valid and effective for a period of 10 years commencing on the date on which the Scheme is conditionally adopted by a resolution of the Shareholders in general meeting of Company (the “ Adoption Date ”), after which period no further Options shall be granted but in all other respects the provisions of the Scheme shall remain in full force and effect to the extent necessary to give effect to the exercise of any Options granted and accepted and Options which are granted within the 10-year period from the Adoption Date shall continue to be exercisable in accordance with the terms of their issue.

• 2.2 The Scheme shall be subject to the administration of the Board whose decision shall be final and binding on all parties provided that the same is not inconsistent with the provisions of the Scheme. In determining the basis of eligibility of each Eligible Persons, the Board would take into account such factors as the Board may at its absolute discretion consider appropriate.

• 2.3 The Board shall have the power from time to time to make or vary regulations for the administration and operation of the Scheme, provided that the same are not inconsistent with the requirements of the Listing Rules and the provisions of the Scheme.

– 6 –

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

3. GRANT OF OPTION

• 3.1 On and subject to the requirements of the Listing Rules and the terms of the Scheme, the Board shall be entitled at any time and from time to time during the 10-year period from the Adoption Date (provided that no Options shall be granted after the Scheme has been terminated (if applicable)) to make an Offer to any Eligible Person, taking into account such factors as the Board may at its discretion consider appropriate, as the Board may in its absolute discretion select to subscribe for such number of Shares, being a board lot for dealing in Shares on the Stock Exchange or an integral multiple thereof, as the Board may determine at the price calculated as set out in paragraph 4 (the “ Subscription Price ”) provided that no such grants shall be made except to such number of Eligible Persons and in such circumstances that the Company will not be required under the applicable securities laws and regulations to issue a prospectus or other offer document in respect thereof; and will not result in the breach by the Company or its directors of any applicable securities laws and regulations or in any filing or other requirements arising.

• 3.2 No Offer shall be made:

• (a) after inside information has come to the knowledge of the Board, until such inside information has been announced pursuant to the requirements of the Listing Rules;

• (b) within the period commencing one month immediately before the earlier of (i) the date of the meeting of the Board (as such date is first notified by the Company to the Stock Exchange in accordance with the Listing Rules) for the approval of the Company’s results for any year, half-year, quarterly or any other interim period (whether or not required under the Listing Rules); and (ii) the deadline for the Company to publish an announcement of its results for any year or half-year under the Listing Rules, or quarterly or any other interim period (whether or not required under the Listing Rules), and ending on the date of such results announcement; or

• (c) during the period of delay in publishing an announcement mentioned in sub-paragraph 3.2(b) above.

– 7 –

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

• 3.3 Each Offer shall be in writing made to an Eligible Person by letter (the date of which shall be deemed to be the date on which the grant of an Option (subject to acceptance by the Grantee) is made) in such form as the Board may from time to time determine (the “ Offer Letter ”) and shall:

• (a) state the name, address and position of the Grantee;

• (b) state the Offer Date;

• (c) specify a date, being a date not later than 28 days after (i) the Offer Date; or (ii) the date on which the conditions for the Offer are satisfied, by which the Eligible Person must accept the Offer or be deemed to have declined it;

• (d) state the method for accepting the Offer and that an acceptance of the Offer must be accompanied by payment of the option price of HK$1.00 for each acceptance (the “ Option Price ”);

• (e) state that the Option Price is not refundable and shall not in any circumstances be, or be deemed to be, a part payment of the Subscription Price;

• (f) specify the maximum number of Shares to which the Offer relates;

• (g) specify the Subscription Price;

• (h) specify the Option Period, and the date or dates during the Option Period upon which the Option shall first become exercisable;

• (i) specify any other conditions which must be satisfied before the Option may be exercised, including without limitation such performance targets as the Board may determine from time to time;

• (j) require the Eligible Person to undertake to hold the Option on the terms on which it is to be granted and to be bound by the provisions of the Scheme; and

• (k) subject to the above, be made in such form as the Board may from time to time prescribe.

– 8 –

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

• 3.4 Any Offer may be accepted in respect of all or less than the number of Shares in respect of which it is offered provided that it is accepted in respect of a board lot for dealing in Shares on the Stock Exchange or an integral number thereof. To the extent that an Offer is not accepted within the time stated in the Offer for that purpose, it will be deemed to have been irrevocably declined.

• 3.5 The Board may in its absolute discretion specify such conditions as it thinks fit when making an Offer to an Eligible Person (including, without limitation, as to performance criteria which must be satisfied by the Eligible Person and/or the Company and/or its subsidiaries, before an Option may be exercised), provided that such conditions shall not be inconsistent with any other terms and conditions of the Scheme.

4. SUBSCRIPTION PRICE

• 4.1 Subject to paragraphs 4.2 and 9, the Subscription Price shall be a price determined by the Board and notified to an Eligible Person at the time when the Offer is made to such Eligible Person and shall be at least the highest of:

• (a) the closing price of a Share as stated in the Stock Exchange’s daily quotations sheet on the Offer Date, which must be a Business Day;

• (b) the average closing price of the Shares as stated in the Stock Exchange’s daily quotations sheets for the 5 Business Days immediately preceding the Offer Date; and

• (c) the nominal value of a Share.

• 4.2 Where a relevant Option is to be granted under paragraph 8.1 or 8.3, for the purposes of sub-paragraphs 4.1(a) and 4.1(b) above the date of the Board meeting at which the grant was proposed shall be taken to be the Offer Date for such relevant Option, and the provisions of paragraph 4.1 shall apply mutatis mutandis .

– 9 –

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

5. EXERCISE OF OPTIONS

• 5.1 An Option shall be personal to the Grantee and shall not be assignable nor transferable, and no Grantee shall in any way sell, transfer, charge, mortgage, encumber or create any interest (legal or beneficial) in favour of any third party over or in relation to any Option. Any breach of the foregoing shall result in any such Option granted to such Grantee becoming automatically lapsed pursuant to sub-paragraph 6.1(g).

• 5.2 An Option may be exercised according to the terms of the Scheme and the Offer in whole or in part by the Grantee (or, as the case may be, by his legal personal representative(s)) before its expiry giving notice in writing to the Company stating that the Option is thereby exercised and the number of Shares in respect of which it is exercised, provided that the number of Shares shall be equal to the size of a board lot for dealing in Shares on the Stock Exchange or an integral multiple thereof. The full amount of the aggregate Subscription Price for the Shares in respect of which the notice is given shall be paid to the Company in accordance with the terms of the Offer. Within 30 days after receipt of the notice and the payment in accordance with the terms of the Scheme and (where appropriate) receipt of the Auditor’s or the independent financial adviser’s certificate under paragraph 9, the Company shall allot and issue the relevant Shares to the Grantee credited as fully paid and issue a share certificate in respect of the Shares so allotted.

– 10 –

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

• 5.3 Unless otherwise determined by the Board and specified in the Offer, the Grantee is not required to achieve any performance targets or to hold his Options for a minimum period before exercising his Options. Notwithstanding the above, and subject as hereinafter provided and subject to the terms and conditions upon which such Option was granted, an Option may be exercised by the Grantee (or, as the case may be, his legal personal representative(s)) at any time during the Option Period:

Provided that:

• (a) where the Grantee of an outstanding Option ceases to be an Eligible Person for any reason other than of his or her death or the termination of his or her employment or directorship on one or more of the grounds specified in sub-paragraph 6.1(e), the Option may be exercised in accordance with the provisions of paragraph 5.2 up to his or her entitlement at the date of cessation (to the extent he or she is entitled to exercise at the date of cessation but not already exercised) within the period of one month following the date of such cessation, which date shall be (i) if he is an employee of the Company or any subsidiary, his last actual working day with the Company or the relevant subsidiary whether salary is paid in lieu of notice or not or the last date of appointment as employee or director of the relevant company, as the case may be, in the event of which, the date of cessation as determined by a resolution of the board of directors or governing body of the relevant company shall be conclusive; or (if applicable) (ii) if he is not an employee of the Company or any subsidiary, the date on which the relationship constituting him an Eligible Person ceases;

• (b) where the Grantee of an outstanding Option dies or becomes permanently disabled before exercising the Option in full or at all, and none of the events which would be a ground for termination of his or her employment or directorship under sub-paragraph 6.1(e) arises, the Option may be exercised up to the entitlement of such Grantee at the date of his or her death (to the extent not already exercised) or, if appropriate, an election be made pursuant to sub-paragraphs 5.3(c), 5.3(d), 5.3(e) or 5.3(f) by his legal personal representative(s) within twelve months after the date of his or her death or permanent disability or such longer period as the Board may determine;

– 11 –

SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

• (c) if a general offer by way of a take-over or otherwise is made (other than by way of a scheme of arrangement) to all the Shareholders (or all such Shareholders other than the offeror and/or any person controlled by the offeror and/or any person acting in association or concert with the offeror (within the meaning of The Code on Takeovers and Mergers)) and if such offer becomes and is declared unconditional prior to the expiry of the relevant Option Period, the Grantee (or his legal personal representative(s)) may by notice in writing to the Company, within 21 days after the date on which such offer becomes or is declared unconditional, exercise the Option to its full extent (to the extent which has become exercisable on the date of the notice of the offeror and not already exercised) or to the extent specified in such notice;

• (d) if a general offer by way of a scheme of arrangement is made to all the Shareholders and the scheme has been approved by the necessary number of Shareholders at the requisite meetings, the Grantee (or his legal personal representative(s)) may, after the date on which such offer becomes or is declared unconditional (but before such time as shall be notified by the Company) by notice in writing to the Company exercise the Option to its full extent (to the extent which has become exercisable on the date of the notice of the offeror and not already exercised) or to the extent specified in such notice;

• (e) other than a general offer or a scheme of arrangement contemplated in sub-paragraphs 5.3(c) and 5.3(d), if a compromise or arrangement between the Company and its members or creditors is proposed for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, the Company shall give notice thereof to all Grantees (together with a notice of the existence of the provisions of this paragraph) on the same date as it despatches the notice of meeting to each member or creditor of the Company summoning the meeting to consider such a compromise or arrangement, and thereupon each Grantee (or his legal personal representative(s)) may forthwith and until the expiry of the period commencing with such date and ending with the earlier of the end of 2 calendar months thereafter and the date on which such compromise or arrangement is sanctioned by the court of competent jurisdiction, exercise any of his or her Options whether in full or in part, but the exercise of an Option as aforesaid shall be conditional upon such compromise or arrangement being sanctioned by the court of competent jurisdiction and becoming effective. Upon such compromise or arrangement becoming effective, all Options shall lapse except insofar as previously exercised under the Scheme. The Company may require the Grantee (or his legal personal representative(s)) to transfer or otherwise deal with the Shares issued as a result of the exercise of Options in these circumstances so as to place the Grantee in the same position as nearly as would have been the case had such Shares been subject to such compromise or arrangement; and

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

• (f) in the event a notice is given by the Company to its members to convene a general meeting for the purposes of considering, and if thought fit, approving a resolution to voluntarily wind-up the Company, other than for the purposes of a reconstruction, amalgamation or scheme of arrangement, the Company shall on the same date as it despatches such notice to each member of the Company to convene the general meeting, give notice thereof to all Grantees (together with a notice of the existence of the provisions of this paragraph). Each Grantee (or his legal personal representative(s)) shall be entitled to exercise all or any of his Options (to the extent which has become exercisable and not already exercised) by giving notice in writing to the Company (such notice to be received by the Company not later than 2 Business Days prior to the proposed general meeting of the Company), such notice to be accompanied by a remittance for the full amount of the aggregate Subscription Price for the Shares in respect of which the notice is given, whereupon the Company shall as soon as possible and, in any event, no later than the Business Day immediately prior to the date of the proposed general meeting referred to above, allot the relevant Shares to the Grantee credited as fully paid.

• 5.4 The Shares to be allotted upon the exercise of an Option shall be subject to the Company’s memorandum and articles of association for the time being in force and shall rank pari passu in all respects with the fully-paid Shares in issue as at the date of allotment and will entitle the holders the rights (including those arising on a liquidation of the Company) to vote and to participate in all dividends or other distributions paid or made on or after the date of allotment other than any dividend or other distribution previously declared or recommended or resolved to be paid or made if the record date therefor shall be before the date of allotment.

6. LAPSE OF OPTION

• 6.1 An Option shall lapse automatically and shall not be exercisable (to the extent not already exercised) on the earliest of:

• (a) the expiry of the Option Period;

• (b) the expiry of any of the periods referred to in sub-paragraphs 5.3(a) to (c);

• (c) subject to the scheme of arrangement becoming effective, the expiry of the period referred to in sub-paragraph 5.3(d);

• (d) subject to the compromise or arrangement referred to in sub-paragraph 5.3(e);

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

• (e) the date on which the Grantee ceases to be an Eligible Person by reason of the termination of his or her employment or directorship on the grounds of misconduct or bankruptcy, or appears either to be unable to pay or to have no reasonable prospect of being able to pay his or her debts or has become insolvent or has made any arrangements or composition with his or her creditors generally or has been convicted of any criminal offence involving his or her integrity or honesty or (if so determined by the Board) on any other ground(s) on which the relevant company in the Group (in which the Eligible Person is employed or holds directorship or office) would be entitled to terminate the Grantee’s employment, directorship or office pursuant to any applicable laws or under the Grantee’s service contract, in the event of which a resolution of the Board to the effect that the employment or directorship of a Grantee has or has not been terminated on one or more of the grounds specified in this sub-paragraph 6.1(e) shall be conclusive and binding on the Grantee and, where appropriate, the Grantee’s legal personal representative(s);

• (f) subject to sub-paragraph 5.3(f), the date of the commencement of the winding-up of the Company;

• (g) the date on which the Grantee commits a breach of paragraph 5.1; or

• (h) the date on which the Option is cancelled by the Board as provided in paragraph 11.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

7. MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION

• 7.1 The maximum aggregate number of Shares which may be issued upon exercise of all outstanding Options granted and yet to be exercised under the Scheme, together with all outstanding options granted and yet to be exercised under any other share option scheme(s) of the Company and/or any subsidiary, must not, in aggregate, exceed 30% of the total number of Shares in issue from time to time. No options may be granted under the Scheme and any other share option scheme(s) of the Company and/or any subsidiary if such grant will result in the said 30% limit being exceeded.

• 7.2 Subject always to the overall limit provided in paragraph 7.1:

• (a) the total number of Shares which may be issued upon exercise of all Options to be granted, together with all options to be granted under any other share option scheme(s) of the Company and/or any subsidiary, must not in aggregate represent more than 10% of the total number of Shares in issue as at the Adoption Date (“ Scheme Mandate Limit ”), unless the Company obtains an approval from its shareholders pursuant to sub-paragraphs 7.2(b) or 7.2(c). Options lapsed in accordance with the terms of the Scheme or any other share option scheme(s) of the Company and/or any subsidiary shall not be counted for the purpose of calculating the Scheme Mandate Limit;

• (b) the Company may seek approval by its shareholders in general meeting for “refreshing” the Scheme Mandate Limit in accordance with the provisions of the Listing Rules provided that the Scheme Mandate Limit so refreshed shall not exceed 10% of the total number of issued Shares as at the date of Shareholders’ approval of the refreshing of the Scheme Mandate Limit. Options previously granted under the Scheme and any other share option scheme(s) of the Company and/or any subsidiary (including Options outstanding, cancelled, or lapsed in accordance with the relevant scheme rules or exercised options) shall not be counted for the purpose of calculating the Scheme Mandate Limit as “refreshed”. In such case, a circular regarding the proposed refreshing of the Scheme Mandate Limit shall be despatched to the Shareholders in a manner complying with, and containing the matters specified in, the relevant provisions of Chapter 17 of the Listing Rules;

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

• (c) the Company may seek separate approval by the Shareholders in general meeting for granting options beyond the 10% limit under the Scheme in accordance with the provisions of the Listing Rules. Accordingly, if the prior approval of the Shareholders referred to in this sub-paragraph 7.2(c) is obtained in accordance with the Listing Rules, the Board may grant Options to such Eligible Persons in respect of such number of Shares and on such terms as may be specified in the said Shareholders’ approval, notwithstanding that such grant of Options will result in any of the 10% limits referred to in sub-paragraphs 7.2(a) and 7.2(b) being exceeded. In such case, the Company shall send a circular to the Shareholders in a manner complying with, and containing the matters specified in, the relevant provisions of Chapter 17 of the Listing Rules; and

• (d) if the Company conducts a share consolidation or subdivision after the 10% limit has been approved by Shareholders in general meeting, the maximum number of Shares that may be issued upon exercise of all Options to be granted under the Scheme and all other share option schemes of the Company under the 10% limit as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same.

8. MAXIMUM ENTITLEMENT OF SHARES OF EACH ELIGIBLE PERSON

• 8.1 Subject to paragraph 8.3, no Option shall be granted to any Eligible Person if such grant would result in the total number of Shares issued and to be issued upon exercise of the Options granted and to be granted to such Eligible Person pursuant to the Scheme (including exercised, cancelled and outstanding Options) in any 12-month period up to and including the date of such grant representing in aggregate over 1% of the total number of Shares in issue at such time, unless:

• (a) such grant has been duly approved, in the manner prescribed by the relevant provisions of Chapter 17 of the Listing Rules, by ordinary resolution of the Shareholders in general meeting, at which such Eligible Person (being the proposed Grantee of such Option) and his close associates (or his associates if such Eligible Person is a connected person) abstained from voting;

• (b) a circular regarding the grant has been despatched to the Shareholders in a manner complying with, and containing the information specified in, the relevant provisions of Chapter 17 of the Listing Rules; and

• (c) the number and terms (including the Subscription Price) of such Options are fixed before the general meeting of the Company at which the same are approved.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

• 8.2 Where an Option is to be granted to a Director, chief executive or substantial shareholder of the Company, or any of their respective associates, the grant shall not be valid unless it has been approved by the independent non-executive Directors, excluding any independent non-executive Director who is the proposed Grantee of such Option.

• 8.3 Without prejudice to the generality of paragraph 8.2, where an Option is proposed to be granted to an Eligible Person who is a substantial shareholder of the Company or an independent non-executive Director, or any of their respective associates, and the grant will result in the Shares issued and which may fall to be issued upon the exercise of all options already granted and to be granted (including options exercised, cancelled and outstanding) to such person under the Scheme in the 12-month period up to and including the Offer Date:

• (a) representing in aggregate over 0.1% of the total number of Shares in issue at the relevant time of grant; and

• (b) (where the securities are listed on the Stock Exchange) having an aggregate value, based on the closing price of the Shares as stated in the Stock Exchange’s daily quotations sheets on each of the relevant date(s) on which the grant(s) of such Options is made to such Eligible Person, in excess of HK$5 million,

such proposed grant shall not be valid unless:

• (i) a circular containing the details of such proposed grant has been despatched to the Shareholders in a manner complying with, and containing the matters specified in, the relevant provisions of Chapter 17 of the Listing Rules (including in particular, a recommendation from the independent non-executive Directors (excluding the independent non-executive Director who is the prospective Grantee of the Option) to the independent Shareholders as to voting); and

• (ii) the proposed grant has been approved by the Shareholders in general meeting, at which the Grantee, his associates and all core connected persons of the Company must abstain from voting in favour of the relevant resolution at such general meeting.

• 8.4 Any change in the terms of an option granted to a Participant who is a substantial shareholder or an independent non-executive director of our Company, or any of their respective associates is also required to be approved by our Shareholders in the manner described in paragraph 8.3 above.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

9. ALTERATION OF CAPITAL STRUCTURE

• 9.1 In the event of any alteration to the capital structure of the Company whilst any Option remains exercisable, arising from capitalization of profits or reserves, rights issue, consolidation, subdivison or reduction of the share capital of the Company in accordance with legal requirements and the requirements of the Stock Exchange excluding any alteration in the capital structure of the Company as a result of an issue of Shares as consideration in a transaction to which the Company is a party, adjustment (if any) shall be made to:

• (a) the number or nominal amount of Shares subject to the Option so far as unexercised; and/or

• (b) the Subscription Price,

as the auditors of the Company (“ Auditors ”) or the independent financial adviser to the Company shall at the request of the Company certify in writing to the Board either generally or as regards any particular Grantee, to be in their opinion fair and reasonable and that the adjustments are in compliance with Rules 17.03(13) of the Listing Rules and the notes thereto and shall give the Grantee the same proportion of the equity capital as that to which that Grantee was previously entitled, but no such adjustments may be made to the extent that a Share would be issued at less than its nominal value.

• 9.2 The capacity of the Auditors or the independent financial adviser to the Company in paragraph 9.1 is that of experts and not of arbitrators and their certification shall, in the absence of manifest error, be final and binding on the Company and the Grantees. The costs of the independent financial adviser or the Auditors shall be borne by the Company.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

10. ALTERATION OF THE SCHEME

• 10.1 The Scheme may be altered in any respect by resolution of the Board except that the provisions of the Scheme as to:

• (a) the definitions of “Eligible Person(s)”, “Grantee”, “Option Period”, “Option Price” “Scheme Period” and “Subscription Price”; and

• (b) the provisions relating to the matters set out in Rule 17.03 of the Listing Rules and paragraphs 1, 2.1, 2.2, 3.1, 3.2, 4, 5.1, 5.3, 5.4, 6, 7, 8.1, 8.2, 8.3, 8.4, 9.1, this paragraph 10, 11 and 12,

shall not be altered to the advantage of Grantees or prospective Grantees except with the prior approval of the Shareholders in general meeting (with the relevant Grantees, Eligible Persons and other interested parties and their respective associates abstained from voting). No such alterations shall operate to affect adversely the terms of issue of any Option granted or agreed to be granted prior to such alterations except with the consent or sanction in writing of such majority of the Grantees as would be required of the Shareholders under the Articles for the time being of the Company for a variation of the rights attached to the Shares.

• 10.2 Any change to the authority of the Board in relation to any alterations to the terms of the Scheme must be approved by the Shareholders in general meeting.

• 10.3 Any alterations to the provisions of the Scheme which are of a material nature or any change to the terms of Options granted shall be approved by the Shareholders in general meeting, except where the alterations take effect automatically under the existing provisions of the Scheme.

• 10.4 Any change to the terms of any Option granted to an Eligible Person who is a substantial shareholder of the Company or an independent non-executive Director, or their respective associates, shall not be valid unless:

• (a) a circular containing the details of the change has been despatched to the Shareholders in a manner complying with, and containing the matters specified in, the relevant provisions of Chapter 17 of the Listing Rules; and

• (b) the change has been approved by the Shareholders in general meeting, at which the Grantee, his associates and all Core Connected Persons of the Company must abstain from voting in favour of the relevant resolution at such general meeting.

• 10.5 The amended terms of the Scheme or the Options must comply with Chapter 17 of the Listing Rules.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

11. CANCELLATION OF THE SHARE OPTIONS

• 11.1 The Board may cancel an Option granted but not exercised with the approval of the Grantee of such Option.

• 11.2 No Options may be granted to an Eligible Person in place of his cancelled Options unless there are available unissued Options (excluding the cancelled Options) within the Scheme Mandate Limit from time to time.

12. TERMINATION OF THE SCHEME

The Company, by resolution in general meeting, or the Board may at any time terminate the operation of the Scheme and in such event no further Option will be offered but in all other respects the provisions of the Scheme shall remain in full force and effect and Options granted prior to such termination shall continue to be valid and exercisable in accordance with the Scheme.

13. MISCELLANEOUS

• 13.1 The Scheme shall not form part of any contract of employment between the Company or any subsidiary (as appropriate) and any Eligible Person and the rights and obligations of any Eligible Person under the terms of his or her office or employment shall not be affected by his or her participation in the Scheme or any right which he may have to participate in it and the Scheme shall afford such an Eligible Person no additional rights to compensation or damages in consequence of the termination of such office or employment for any reason.

• 13.2 The Scheme shall not confer on any person any legal or equitable rights (other than those constituting the Options themselves) against the Company directly or indirectly or give rise to any cause of action at law or in equity against the Company.

• 13.3 The Company shall bear the costs of establishing and administering the Scheme.

• 13.4 A Grantee shall be entitled to receive copies of all notices and other documents sent by the Company to the Shareholders.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

• 13.5 A Grantee shall be responsible for complying with all legal and procedural requirements and obtaining all necessary governmental or other official consents, permission, approvals and authorizations that may be required under any applicable law, rules or regulations by any country or jurisdiction in order to permit the grant or exercise of the Option. The Company shall not be responsible for any failure by a Grantee to obtain any such consents, permission, approvals and authorizations or for any tax or other liability to which a Grantee may become subject as a result of his or her participation in the Scheme.

• 13.6 A Grantee shall pay all taxes and discharge all other liabilities to which he may become subject as a result of his participation in the Scheme or the exercise of any Option.

• 13.7 The Scheme and all Options granted under the Scheme shall be governed by and construed in accordance with the laws of Hong Kong.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Xingye Copper International Group Limited (the “ Company ”) will be held at No. 68, Jin Xi Road, Hangzhou Bay New Zone, Ningbo, Zhejiang Province, the People’s Republic of China on Friday, 27 May 2016 at 3:30 p.m. (or so soon thereafter as the annual general meeting of the Shareholders convened to be held at 3:00 p.m. on the same date and at the same place shall have been concluded or adjourned) for the purpose of considering and, if thought fit, passing with or without modifications the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

1. “ THAT the existing share option scheme of the Company adopted on 1 December 2007 be and is hereby terminated, and subject to the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the shares of HK$0.10 each in the capital of the Company which may fall to be issued pursuant to the new share option scheme (a copy of which is produced to the meeting marked “A” and signed by the Chairman of this meeting for the purpose of identification) (the “ New Share Option Scheme ”), the New Share Option Scheme be and is hereby approved and adopted by the Company and the board of directors of the Company be and are hereby authorized to grant options and to allot, issue and deal with the shares pursuant to the exercise of any option granted thereunder and to take such steps and do such acts and to enter into such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the New Share Option Scheme.”

By order of the Board

Xingye Copper International Group Limited Hu Changyuan

Chairman

Hong Kong, 6 May 2016

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. Every shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint a proxy to attend and vote in his/her stead. A shareholder who is the holder of two or more shares may appoint more than one proxy. A proxy need not be a shareholder of the Company.

2. In order to be valid, the proxy form, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof, must be deposited with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 48 hours before the time appointed for holding the EGM or any adjourned meeting thereof.

3. The proxy form for use at the EGM is enclosed in the circular. Completion and delivery of the proxy form will not preclude a shareholder of the Company from attending and voting in person at the EGM or any adjourned meeting thereof if the shareholder of the Company so desires, and in such event, the proxy form will be deemed to be revoked.

4. Where there are joint registered holders of any share, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint registered holders are present at the EGM personally or by proxy, then one of the registered holders so present whose name stands first on the register of members of the Company in respect of such share, or his/ her proxy, shall alone be entitled to vote and will be accepted to the exclusion of other joint registered holders in respect thereof.

5. The register of members of the Company will be closed, for the purpose of determining shareholders’ entitlement to attend and vote at the EGM, from 25 May 2016 to 27 May 2016, both dates inclusive, during which period no transfer of shares will be registered. In order to qualify for attending and voting at the EGM, unregistered holders of the shares of the Company should ensure that all completed transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, for registration not later than 4:30 p.m. on 24 May 2016.

As at the date of this notice of meeting, the executive directors of the Company are Mr. Hu Changyuan, Mr. Hu Minglie, Mr. Wang Jianli, Mr. Ma Wanjun and Mr. Chen Jianhua; the non-executive director of the Company is Mr. Dai Jianchun and the independent non-executive directors of the Company are Mr. Mao Xuechang, Mr. Chai Chaoming and Dr. Lou Dong.

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