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

Sep 26, 2008

THIS SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this supplemental circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Xinjiang Xinxin Mining Industry Co., Ltd., you should at once hand this supplemental circular and the accompanying supplemental proxy form to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this supplemental 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 supplemental circular.

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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 AND FURTHER NOTICE OF EXTRAORDINARY GENERAL MEETING

Reference is made to the notice of extraordinary general meeting of Xinjiang Xinxin Mining Industry Co., Ltd* (the “ Company ”) scheduled to be held on 14 October 2008 (the “ EGM ”) dated 26 August 2008.

The Company received written request from Xinjiang Non-ferrous Metal Industry (Group) Ltd* ( ) (“ Xinjiang Non-ferrous ”) on 19 September 2008 in relation to a proposed inclusion of the possessing and sale of sulphuric acid in the Company’s business scope. Xinjiang Non-ferrous, the largest shareholder of the Company, which holds 885,204,000 shares of the Company, being approximately 40.06% of the total issued share capital of the Company, requests that one additional special resolution in relation to the amendment to the articles of association of the Company (“ Articles of Association ”), to be tabled before the EGM for shareholders’ consideration and approval.

The Articles of Association provides that a shareholder holding 3% or more of the total shares in issue of the Company entitled to vote at the general meetings of the Company shall have the right to propose motion(s) for the EGM.

• For identification purpose only

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THIS SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the EGM of the Company will be held as originally scheduled 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 People’s Republic of China for the purpose of considering and approving the amendment to the Articles of Association (Note 1) as a special resolution.

Yours faithfully, By Order of the Board Xinjiang Xinxin Mining Industry Co., Ltd. Yuan Ze*

Chairman

Xinjiang, the PRC, 25 September 2008

Notes:

1. The unofficial translation of the proposed amendment to the Articles of Association is set out below:

The original article 12 provides:

“As approved by the companies registration authority, the scope of business of the Company includes: the mining of copper and nickel mines within the scope as permitted under the Mining Permit (limited to the mining by its branches); the processing and smelting of copper and nickel ores; the processing of copper, nickel, lead, zinc, and other non-ferrous metals; and the sales of self-produced products (other than the products subject to the specific approval by the State).”

It is proposed that the original article 12 be replaced by the following:

“As approved by the companies registration authority, the scope of business of the Company includes: the mining of copper and nickel mines within the scope as permitted under the Mining Permit (limited to the mining by its branches); the processing and smelting of copper and nickel ores; the processing of copper, nickel, lead, zinc, sulphuric acid and other non-ferrous metals; and the sales of self-produced products (other than the products subject to the specific approval by the State).”

1. A supplemental form of proxy in respect of above special resolution is enclosed to this notice.

2. Please refer to the notice of the EGM of the Company dated 26 August 2008 for details in respect of other resolutions to be passed at the EGM, eligibility of attendance, registration procedures, proxy and other relevant matters.

As at the date of this notice, the executive directors of the Company are Mr. Yuan Ze, Mr. Shi Wenfeng, Mr. Zhang Guohua and Mr. Liu Jun; the non-executive directors of the Company are Mr. Zhou Chuanyou and Mr. Niu Xuetao; and the independent non-executive directors of the Company are Mr. Chen Jianguo, Mr. Sun Baosheng and Mr. Ng Yuk Keung.

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