Xinjiang Xinxin Mining Industry Co., Ltd. — Proxy Solicitation & Information Statement 2008

Sep 26, 2008

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Xinjiang Xinxin Mining Industry Co., Ltd.[*]

(A joint stock limited company incorporated in the People’s Republic of China with limited liability)

(stock code: 3833)

SUPPLEMENTAL FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING TO BE HELD ON 14 OCTOBER 2008

Number of shares to which this supplemental form of proxy relates [(Note][1)]

I/We [(Note][2)]

of

being the registered holder(s) of [(Note][3)]

H Shares

in the share capital of Xinjiang Xinxin Mining Industry Co., Ltd. (the “Company”) HEREBY APPOINT the Chairman of the meeting or [(Note][4)]

of

as my/our proxy/proxies: (a) to act for me/us at the extraordinary general meeting of the Company to be held at 11:00 a.m. on Tuesday, 14 October 2008 at 20th Level, Conference Room, Youse Building, No. 4 You Hao North Road, Urumqi, Xinjiang, the PRC (or at any adjournment thereof) (the “EGM”) for the purpose of considering and, if thought fit, passing the resolution (the “Resolution”) as set out in the supplemental and further notice convening the EGM; and (b) at the EGM to vote for me/us and in my/our name(s) in respect of the Resolution as hereunder indicated or, if no such indication is given, as my/our voting proxy/proxies think(s) fit.

	SPECIAL RESOLUTION FOR (Note 5)	SPECIAL RESOLUTION FOR (Note 5)	SPECIAL RESOLUTION FOR (Note 5)
	1. To consider and approve the amendment to the articles of association of the Company.
	Dated this	day of	2008 Signature (Note 6)

Notes:

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

2. Please insert the full name(s) and address(es) as shown in the register of members in BLOCK CAPITALS .

3. Please insert the total number of shares registered in your name(s).

4. A member entitled to attend and vote at the EGM is entitled to appoint one or more proxies of his own choice to attend and vote instead of him. A proxy need not be a member of the Company. If any proxy other than the Chairman of the EGM is preferred, please strike out the words “the Chairman of the meeting or” and insert the name(s) and address(es) of the proxy/proxies desired in the space provided. In the event that two or more persons (other than the Chairman of the EGM) are named as proxies and the words “the Chairman of the meeting or” are not deleted, those words and references shall be deemed to have been deleted. If you appoint more than one proxy, the voting rights may only be exercised by way of poll.

5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK IN THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON THE RESOLUTION, TICK IN THE BOX MARKED “ABSTAIN”. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion. Unless you have indicated otherwise in this form, your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the Supplemental and Further Notice of Extraordinary General Meeting and the Notice of Extraordinary General Meeting. A tick in the relevant box indicates that the votes attached to all the shares that this form relates will be cast accordingly.

6. This supplemental form of proxy must be signed by you or your attorney duly authorised in writing, or in the case of a corporation, must be either under seal or under the hand of a director or attorney duly authorised. If this supplemental form of proxy is signed by your attorney, the power of attorney or other document of authorisation must be notarised.

7. In order to be valid, this supplemental form of proxy, together with the notarised copy of the power of attorney or other document of authorisation (if any) under which it is signed, for holders of H shares of the Company, must be delivered to the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, Rooms 1806-07, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not less than 24 hours prior to the time for holding the EGM.

8. Completion and delivery of a supplemental form of proxy will not preclude you from attending and/or voting at the EGM (or any adjournment thereof) if you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.

9. ANY ALTERATION MADE TO THIS SUPPLEMENTAL FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

10. 10 In the case of joint holders of any share, any one of such joint holders may vote at the EGM, either personally or by proxy, in respect of such shares as if he were solely entitled thereto. However, if more than one of such joint holders is present at the EGM, personally or by proxy, the vote of the joint holder whose name stands first in the register of members of the Company and who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s).

11. For identification purpose only