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

Aug 26, 2008

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 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 circular and the accompanying 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 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.

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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)

RE-ELECTION AND APPOINTMENT OF DIRECTORS AND SUPERVISORS APPOINTMENT OF NEW SUPERVISOR

AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM 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 People’s Republic of China is set out in this circular.

Every Shareholder who has the right to attend and vote at the EGM is entitled to appoint one or more proxies, whether or not they are members of the Company, to attend and vote on his behalf at the EGM. A proxy must be appointed by an instrument in writing and signed by the appointer or his attorney duly authorised in writing. If the appointer is a legal person, then the instrument shall be signed under a legal person’s seal or signed by its director or an attorney duly authorised in writing. The instrument appointing the proxy shall be deposited at the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at Rooms 1806-07, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not less than 24 hours before the time appointed for the holding of the EGM. If the instrument appointing the proxy is signed by a person authorised by the appointer, the power of attorney or other document of authority under which the instrument is signed shall be notarised. The notarised power of attorney or other document of authority shall be deposited together and at the same time with the instrument appointing the proxy at the Company’s H Share registrar. Return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the EGM if he so wishes. If more than one proxy is appointed, such proxies shall only be entitled to vote by poll. Shareholders or their proxies are required to produce their identification documents when attending the EGM.

• For identification purpose only

26 August 2008

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
**Letter from **	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I	– Particulars of Directors and Supervisors proposed
	for re-election and/or appointment . . . . . . . . . . . . . . . . . . . . . .	7
Appendix II – Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . .		14

– i –

DEFINITIONS

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

“Articles of Association”	the articles of association of the Company, as amended,
	modified or otherwise supplemented from time to time
“Board” or “Board of Directors”	the board of directors of the Company
“Company”	Xinjiang Xinxin Mining Industry Co., Ltd.*
	( ), a joint stock limited
	company incorporated in the PRC with limited liability,
	the H Shares of which are listed on the Stock Exchange
“Domestic Share(s)”	ordinary share(s) in the share capital of the Company,
	with a nominal value of RMB0.25 each, which are
	subscribed for and/or credited as paid up in Renminbi
“Director(s)”	one or all of the director(s) of the Company
“EGM”	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
“EGM Notice”	the notice of EGM
“H Share(s)”	overseas listed foreign shares in the ordinary share
	capital of the Company with a nominal value of RMB0.25
	each subscribed for and traded in Hong Kong dollars and
	listed on the Stock Exchange
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange
“Nominee(s)”	the proposed Directors and the proposed Supervisors to
	be re-elected or appointed subject to the approval by the
	Shareholders at the EGM
“PRC”	the People’s Republic of China, but for the purposes of
	this circular only, excludes the Hong Kong Special
	Administrative Region of the PRC, the Macau Special
	Administrative Region of the PRC and Taiwan
“RMB”	Renminbi yuan, the lawful currency of PRC

– 1 –

DEFINITIONS

“SFO”	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong), as amended, supplemented or
	otherwise modified from time to time
“Shareholder(s)”	holder(s) of the Shares in the registers of members of the
	Company from time to time
“Share(s)”	ordinary share(s) with a nominal value of RMB0.25 each
	in the share capital of the Company, including both the H
	Shares and the Domestic Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Supervisor(s)”	one or all of the supervisor(s) of the Company
“Supervisory Committee”	the supervisory committee of the Company

• For identification purpose only

– 2 –

LETTER FROM THE BOARD

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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)

Executive Directors: Mr. YUAN Ze Mr. SHI Wenfeng Mr. ZHANG Guohua Mr. LIU Jun

Registered Office: Youse Building No. 4 You Hao North Road Urumqi Xinjiang the PRC 830000

Non-executive Directors:

Mr. ZHOU Chuanyou Mr. NIU Xuetao

Independent Non-executive Directors: Mr. CHEN Jianguo Mr. SUN Baosheng Mr. NG Yuk Keung

Principal Office in Hong Kong: 9th Floor, Gloucester Tower The Landmark 15 Queen’s Road Central Central Hong Kong

26 August 2008

To the Shareholders

Dear Sir or Madam,

RE-ELECTION AND APPOINTMENT OF DIRECTORS AND SUPERVISORS APPOINTMENT OF NEW SUPERVISOR AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you the EGM Notice and provide you with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the EGM relating to, inter alia, (1) the proposed re-election and appointment of members to the second session of the Board of Directors; and (2) the proposed re-election and appointment of the Supervisors for the second session of the Supervisory Committee.

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LETTER FROM THE BOARD

PROPOSED APPOINTMENT AND RE-ELECTION OF DIRECTORS AND SUPERVISORS

The term of office of the current session of the members of both the Board of Directors and Supervisory Committee will expire on 28 August 2008. The Company proposes to nominate the following persons, who will retire at the EGM for re-election and appointment as Directors and Supervisors:

Proposed Directors

Proposals

Executive Directors (1) Mr. YUAN Ze (2) Mr. SHI Wenfeng (3) Mr. ZHANG Guohua (4) Mr. LIU Jun

Re-elected to be Director Re-elected to be Director Re-elected to be Director Re-elected to be Director

Non-executive Directors (1) Mr. ZHOU Chuanyou (2) Mr. NIU Xuetao

Re-elected to be Director Re-elected to be Director

Independent Non-executive Directors (1) Mr. CHEN Jianguo (2) Mr. SUN Baosheng (3) Mr. NG Yuk Keung

Re-elected to be Director Re-elected to be Director Re-elected to be Director

Proposed Supervisors Proposals

(1) Mr. LIU Daoying Elected to be Supervisor (2) Ms. CHEN Yuping Re-elected to be Supervisor (3) Mr. HU Zhijiang Re-elected to be Supervisor

Information on the aforesaid Directors and Supervisors as required to be disclosed under the Listing Rules are set out in Appendix I of this circular. The Supervisors representing the employees of the Company, namely Mr. Jiang Mingshun and Mr. Sun Baohui, have been re-elected in the employee representatives meeting of the Company held on 13 August 2008.

Except for those stated in Appendix I of this circular, no Nominee has held any directorship in any other listed companies or taken up a post in any affiliated companies in the past three years. In addition, except for those stated in Appendix I, no Nominee has any relationship with any other Director, Supervisor, senior management, substantial shareholder or controlling shareholder of the Company. Except for those stated in Appendix I of this circular, no Nominee has any equity interest in the Company within the meaning of Part XV of the SFO as at the date of this circular.

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LETTER FROM THE BOARD

Each of the Nominees will be elected or re-elected subject to approval by Shareholders at the EGM for a term of three years commencing from 14 October 2008. It is expected that each of the Nominees will enter into a service contract with the Company for a term of three years commencing from 14 October 2008 and ending 13 October 2011).

The details of the annual remuneration payable by the Company to each of the Directors and Supervisors are set out in Appendix I to this circular.

Except for those stated in this circular, the Company considers that there is no other information relating to the Nominees to be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor any matter which needs to be brought to the attention of the Shareholders.

PROXY

Every Shareholder who has the right to attend and vote at the EGM is entitled to appoint one or more proxies, whether or not they are members of the Company, to attend and vote on his behalf at the EGM.

A proxy must be appointed by an instrument in writing and signed by the appointer or his attorney duly authorised in writing. If the appointer is a legal person, then the instrument shall be signed under a legal person’s seal or signed by its director or an attorney duly authorised in writing. The instrument appointing the proxy shall be deposited at the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at Rooms 1806-07, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not less than 24 hours before the time appointed for the holding of the EGM. If the instrument appointing the proxy is signed by a person authorised by the appointer, the power of attorney or other document of authority under which the instrument is signed shall be notarised. The notarised power of attorney or other document of authority shall be deposited together and at the same time with the instrument appointing the proxy at the Company’s H Share registrar. Return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the EGM if he so wishes.

If more than one proxy is appointed, such proxies shall only be entitled to vote by poll.

Shareholders or their proxies are required to produce their identification documents when attending the EGM.

– 5 –

LETTER FROM THE BOARD

NOTICE OF ATTENDANCE

Shareholders who intend to attend the EGM should complete and lodge the accompanying reply slip and return it to the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, on or before Wednesday, 24 September 2008. The reply slip may be delivered by hand, by post or by fax to the Company’s H Share registrar. Completion and return of the reply slip does not affect the right of a shareholder of the Company to attend the EGM. However, the failure to return the notice of attendance may result in an adjournment of the EGM, if the number of shares carrying the right to vote represented by the Shareholders proposing to attend the EGM by the notice of attendance does not reach more than half of the total number of shares of the Company carrying the right to vote at the EGM.

RIGHT TO DEMAND A POLL

Pursuant to the Articles of Association, at any Shareholders’ general meeting, a resolution shall be decided on a show of hands unless a poll is demanded:

• (1) by the chairman of the meeting;

• (2) by at least two (2) Shareholders present in person or by proxy entitled to vote thereat; or

• (3) by one (1) or more Shareholders (including proxies) representing 10% or more of Shares (held solely or in aggregate) carrying the right to vote at the meeting.

Unless a poll is demanded, a declaration by the chairman that a resolution has been passed on a show of hands and the record of such in the minutes of the meeting shall be conclusive evidence of the fact that such resolution has been passed. There is no need to provide evidence of the number or proportion of votes in favour of or against such resolution.

The demand for a poll may be withdrawn by the person who demands the same.

RECOMMENDATION

The Board considers that the proposed resolutions at the EGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the resolutions to be proposed at the EGM as set out in the EGM Notice.

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

Chairman

• For identification purpose only

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PARTICULARS OF DIRECTORS AND SUPERVISORS PROPOSED FOR RE-ELECTION AND/OR APPOINTMENT

APPENDIX I

PROPOSED DIRECTORS

Executive Directors

Yuan Ze ( )

Mr. Yuan Ze, aged 59, has been the Chairman of the Company since September 2005. Mr. Yuan completed a postgraduate course in natural geography at Nanjing University ( ) in December 1997. From October 1998 up to January 2002, he served as the secretary of the communist party committee of Xinjiang Non-ferrous Industry Co. ( ). Since January 2002 and up to present, he has served as the secretary of the communist party committee and chairman of Xinjiang Non-ferrous Metal Industry (Group) Ltd.* ( ) (“Xinjiang Non-ferrous”). Mr. Yuan received the Xinjiang Uygur Autonomous Region Model Labour Award ( ) in 2005 and 2007. He was elected a representative of the National People’s Congress in March 2008.

Mr. Yuan’s remuneration is RMB400,000 per annum (tax inclusive) in accordance with the service contract and will be subject to the approval by the Shareholders at the EGM. Other emoluments are determined by the Board with reference to director’s duties, responsibilities and performance and results of the Company and will be subject to the approval by the Shareholders at annual general meeting(s).

Shi Wenfeng ( )

Mr. Shi Wenfeng, aged 41, has been a Director and the General Manager of the Company since September 2005. Mr. Shi graduated from the Department of Chemical Engineering of Chengdu University of Science and Technology ( ) with a Bachelor’s degree in engineering, majoring in the metallurgy of non-ferrous metals from September 1985 to July 1989 and is a senior engineer in Metallurgy. Mr. Shi has accumulated more than 19 years of experience in the smelting industry. From September 1993 to January 1994, he served as the deputy head of the central refinery workshop of the Fukang Refinery ( ). From November 1994 to January 1995, he served as the head of the production division of Fukang Refinery. From February 1995 to March 1998, he served as the assistant head of Fukang Refinery. From March 1998 to January 2002, he served as the deputy head of Fukang Refinery. From January 2002 to August 2005, he served as the head of Fukang Refinery. Mr. Shi received the National Model Labour Award ( ) awarded by the State Council in 2005, and he received the Scientific and Technological Progress First Prize ( ) in 1995 and 2002 awarded by the National Committee of Science and Technology of the PRC ( ) and the People’s Government of Xinjiang, respectively, for his contribution to the development of the wet process in the refining of nickel and the development of technology and production application in extracting copper and precious metals from smelting tailing of nickel ore.

Mr. Shi’s remuneration is RMB400,000 per annum (tax inclusive) in accordance with the service contract and will be subject to the approval by the Shareholders at the EGM. Other emoluments are determined by the Board with reference to director’s duties, responsibilities and performance and results of the Company and will be subject to the approval by the Shareholders at annual general meeting(s).

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PARTICULARS OF DIRECTORS AND SUPERVISORS PROPOSED FOR RE-ELECTION AND/OR APPOINTMENT

APPENDIX I

Zhang Guohua ( )

Mr. Zhang Guohua, aged 44, has been a Director and the Executive Deputy General Manager of the Company since September 2005. He completed a postgraduate course in management science and engineering at Dalian University of Technology ( ) in November 2003. From October 1988 to December 1993, he served as a deputy section leader and section leader of the environmental safety section of Kalatongke Mine. From January 1994 to June 1996, he served as a mining workshop supervisor of the Kalatongke Mine. From June 1996 to March 1997, he served as an assistant to the head of Kalatongke Mine. From March 1997 to March 1998, he served as the chairman of the labour union of Kalatongke Mine. From March 1998 to March 1999, he served as the secretary of the communist party committee of the Kalatongke Mine. He served as the deputy general manager and manager of the sales branch of Xinjiang Non-ferrous Metals Industry Co.* ( ) from April 1999 to February 2002. Mr. Zhang has accumulated more than 24 years of experience in the mining industry. From March 2002 to August 2005, he served as the head of Kalatongke Mine. He has also served as the secretary of the communist party committee of our Company since September 2005. Mr. Zhang was recognised by Xinjiang Non-ferrous as the Model Labour ( ) for the years of 2003 and 2004.

Mr. Zhang’s remuneration is RMB400,000 per annum (tax inclusive) in accordance with the service contract and will be subject to the approval by the Shareholders at the EGM. Other emoluments are determined by the Board with reference to director’s duties, responsibilities and performance and results of the Company and will be subject to the approval by the Shareholders at annual general meeting(s).

Liu Jun ( )

Mr. Liu Jun, aged 43, has been a Director of the Company since September 2005. Mr. Liu graduated from Kunming University of Science and Technology ( ) with a Bachelor’s degree in engineering, majoring in mining engineering from September 1983 to July 1987. He served as the deputy supervisor (production technology) of the mining workshop of Kalatongke Mine from May 1991 to December 1993. From January 1994 to December 1994 he served as the head of production technology division of Kalatongke Mine. He served as the chief engineer of the Kalatongke Mine from March 1997 to April 2000. From April 2000 to August 2005 he served as the deputy general manager of the Kalatongke Mine. Since September 2005, he has become the head of the Kalatongke Mine and he has also served as a Director and deputy general manager of the Company. Mr. Liu has accumulated more than 21 years of experience in the mining industry. Mr. Liu’s contribution to nickel matte blowing and recovery processing and industrialised production received a scientific and technological progress second prize ( ) from the People’s Government of Xinjiang for the year of 2004.

Mr. Liu’s remuneration is RMB320,000 per annum (tax inclusive) in accordance with the service contract and will be subject to the approval by the Shareholders at the EGM. Other emoluments are determined by the Board with reference to director’s duties, responsibilities and performance and results of the Company and will be subject to the approval by the Shareholders at annual general meeting(s).

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PARTICULARS OF DIRECTORS AND SUPERVISORS PROPOSED FOR RE-ELECTION AND/OR APPOINTMENT

APPENDIX I

Non-executive Directors

Zhou Chuanyou ( )

Mr. Zhou Chuanyou, aged 44, has been a non-executive Director and the vice-chairman of the Company since September 2005. He completed a postgraduate course in law at Fudan University ( ) in July 1987. Mr. Zhou taught in Huadong Politics and Law Institute from July 1987 to January 1990. From September 1995 he served as the Chairman of Shanghai Jinying Investment Company Ltd. ( ), which is the predecessor of Zhongjin Investment (Group) Ltd. ( ) (“Zhongjin Investment”), and he is currently the beneficial owner of 98.83% shareholding in Zhongjin Investment. Mr. Zhou has served as a director of Shanghai Yilian Kuangneng Co. Ltd. ( ) (“Shanghai Yilian”) since May 2005 and is currently the beneficial owner of the entire shareholding of Shanghai Yilian. Mr. Zhou has served as a director of Shanghai Zhongjin Real Estate (Group) Co., Ltd. ( ) since February 1998 and a vice chairman and director of Dazhong Insurance Co., Ltd. of China ( ) since September 1998.

Mr. Zhou will not be receiving any director’s remuneration from the Company under his service contract. The actual expenses arising from executing duties by Mr. Zhou as the non-executive Director will be reimbursed by the Company.

Mr. Zhou is the sole beneficial owner of the entire equity interest in Shanghai Yilan Kuangneng Co. Ltd. ( ) (“Shanghai Yilian”) and 98.83% equity interest in Zhongjin Investment (Group) Ltd ( ) (“Zhongjin Investment”). As of the date of this circular, Shanghai Yilian held 12.80% of shareholdings of the Company and Zhongjin Investment held 8.96% of shareholdings of the Company. The interest attributable to Mr. Zhou represents his indirect deemed interest in our issued share capital via his equity interests in Shanghai Yilian and Zhongjin Investment.

Niu Xuetao ( )

Mr. Niu Xuetao, aged 44, has been a non-executive Director of the Company since September 2005. He completed an undergraduate course in Law at Northwest Institute of Political Science and Law ( ) in July 1990. Since February 2003, he served as the deputy chief executive officer of Zhongjin Investment. Since 22 June 2004, Mr. Niu served as the vice-president and the director of Xinjiang Fanhua Mine and Energy Industrial Company Ltd. ( ), a company principally engaged in real estate development business, which is not related to Xinjiang Non-ferrous, and he is also a general manager of Shanghai Yilian since May 2005.

Mr. Niu will not be receiving any director’s remuneration from the Company under his service contract. The actual expenses arising from executing duties by Mr. Niu as the non-executive Director will be reimbursed by the Company.

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PARTICULARS OF DIRECTORS AND SUPERVISORS PROPOSED FOR RE-ELECTION AND/OR APPOINTMENT

APPENDIX I

Independent Non-executive Directors

Chen Jianguo ( )

Mr. Chen Jianguo, aged 45, an independent non-executive Director since June 2006, graduated from the Xinjiang University of Finance and Economics ( ) (previously known as Xinjiang Institute of Finance and Economics ( )) and obtained a Bachelor’s degree in economics in July 1985. In 1988, he obtained a Master’s degree in economics from Dongbei University of Finance and Economics ( ). Since September 1988, he has been teaching at the Faculty of Finance of Xinjiang Institute of Finance and Economics. He was promoted to an associate professor in July 1996 and has become the Head of Faculty of Finance of Xinjiang Institute of Finance and Economics since 1997. From January 1999 to August 1999, he studied in Nyenrode Business Universiteit ( ) in Netherlands pursuant to the Chinese Management Development Program. In 2001, he obtained a Master’s degree in Business Administration from Haagse Hogeschool, University of Professional Education in Netherlands. Since April 2002, he has served as a standing council member of Xinjiang International Taxation Research Institute ( ). He has also been the head of research and development department of Xinjiang University of Finance and Economics ( ) since October 2007. Mr. Chen has acted as an independent director of Markor International Furniture Co. ( ) and Xinjiang Guannong Fruit & Antler Co., Ltd. ( ), both of which are PRC companies listed on the Shanghai Stock Exchange. Mr. Chen has also acted as an independent director of Zhundong Petroleum Technology Co., Ltd. ( ), a PRC company listed on the Shenzhen Stock Exchange, and Great Western Region Tourism Co., Ltd. ( ) since September 2004 and December 2003, respectively.

Mr. Chen’s remuneration is RMB50,000 per annum (tax inclusive) in accordance with the service contract and will be subject to the approval by the Shareholders at the EGM. The actual expenses arising from executing duties by Mr. Chen as the independent non-executive Director will be reimbursed by the Company.

Sun Baosheng ( )

Mr. Sun Baosheng, aged 60, an independent non-executive Director since June 2006, studied and obtained a postgraduate qualification in engineering in 1982. From August 1975 to September 1978, Mr. Sun served as the team leader and technician of the Bureau of Geominerals Exploration and Development of Xinjiang ( ). From October 1975 to April 1976, he studied remote sensing geology in Peking University ( ). From September 1978 to April 1982, he studied minerogenetic rule and minerogenetic prognostic ( ) at Xinjiang University ( ) and obtained a Master’s degree. He has served as the Head of the Teaching and Research Section of Deposits Geochemical ( ) since October 1981. From February 1993 to February 1994, he worked together with Professor R.W. Hachinson, the Chairman of the Society of Economic

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PARTICULARS OF DIRECTORS AND SUPERVISORS PROPOSED FOR RE-ELECTION AND/OR APPOINTMENT

APPENDIX I

Geology ( ) on deposit geological research in Colorado School of Mines ( ) in the USA and was granted fund by the National Science Foundation of the USA ( ). He was the professor and the vice department head of the School of Resource and Environmental Science of the Xinjiang University between 2002 and 2004. He was qualified as a professor in June 1994. He is currently a tutor of PhD students in Xinjiang University, and also serving as deputy director of the Geological Society of Xinjiang Uygur Autonomous Region ( ), member of Council of China Resource Industry ( ), member of the group of experts of Xinjiang Resource and Environment Center ( ), visiting fellow of Xinjiang Institute of Ecology and Geography Chinese Academy of Sciences ( ).

Mr. Sun’s remuneration is RMB50,000 per annum (tax inclusive) in accordance with the service contract and will be subject to the approval by the Shareholders at the EGM. The actual expenses arising from executing duties by Mr. Sun as the independent non-executive Director will be reimbursed by the Company.

Ng Yuk Keung ( )

Mr. Ng Yuk Keung, aged 44, an independent non-executive Director since January 2007, graduated from the University of Hong Kong with a Bachelor’s degree in economic and management, and a Master’s degree in global business management and E-commerce. He has been qualified as a Chartered Accountant with Institute of Chartered Accountants in England and Wales and is fellow member of the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants. During the period from 1988 to 2001, he worked in PricewaterhouseCoopers and took part in various initial public offerings. From 2004 to 2006, he served as deputy chief financial officer, joint company secretary and qualified accountant in an H-share company listed in Hong Kong. Since August 2006, he has served as vice president, chief financial officer, joint company secretary and qualified accountant in China Huiyuan Juice Group ( ), a company listed on the Stock Exchange.

Mr. Ng’s remuneration is HK$100,000 per annum (tax exclusive) in accordance with the service contract and will be subject to the approval by the Shareholders at the EGM. The actual expenses arising from executing duties by Mr. Ng as the independent non-executive Director will be reimbursed by the Company.

PROPOSED SUPERVISORS

Supervisors

Liu Daoying ( )

Mr. Liu Daoying ( ), aged 46, has been the chairman of the supervisory committee and the head of the supervising and auditing office of Zijin Mining Group Northwest Co., Ltd.[*] ( ). He graduated from Nanping District Liangshi School

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PARTICULARS OF DIRECTORS AND SUPERVISORS PROPOSED FOR RE-ELECTION AND/OR APPOINTMENT

APPENDIX I

( ) majoring in accounting in July 1981 and obtained professional auditor qualification in the PRC in December 1995. In December 2004, Mr. Liu obtained a diploma in business administrations from Sichuan University ( ). He was acting as the deputy director and the chief accountant of the Food Bureau of Shanghang County ( ) in Fujian Province, and deputy section head and section head of the Auditing Bureau of Shanghang County ( ). Mr. Liu joined the Zijin Mining Group ( ) in December 2005 and served as the assistant to the head and the head of the supervising and auditing office. He is currently the chairman of the supervisory committee and the director of the supervising and auditing office of Zijin Mining Group Northwest Co., Ltd. ( ).

Mr. Liu will not be receiving any supervisor’s remuneration from the Company under his service contract. The actual expenses arising from executing duties by Mr. Liu as the Supervisor will be reimbursed by the Company.

Independent Supervisors

Chen Yuping ( )

Ms. Chen Yuping, aged 44, is an independent Supervisor of the Company since 12 June 2006. Ms. Chen majored in industry economics and obtained a Bachelor’s degree in economics from Xinjiang University of Finance and Economics ( ) (previously known as Xinjiang Institute of Finance and Economics ( )) in July 1985 and a Master’s degree in business administration from Oklahoma City University ( ) in June 1989. Since July 1985, Ms. Chen has been teaching in the Faculty of Business Administration of Xinjiang Institute of Finance. Ms. Chen is now a professor and has been the deputy head of the Faculty of Business Administration of Xinjiang University of Finance and Economics since July 2001 and was appointed an associate professor in July 1996. From January 2000 to September 2000, she studied in Nyenrode University in Netherlands pursuant to the Chinese Management Development Project. She was appointed as the professor in 2006 and the deputy head of the Student Registry of Xinjiang University of Finance and Economics ( ) in October 2007.

Ms. Chen’s remuneration is RMB25,000 per annum (tax inclusive) in accordance with the service contract and will be subject to the approval by the Shareholders at the EGM. The actual expenses arising from executing duties by Ms. Chen as the independent Supervisor will be reimbursed by the Company.

Hu Zhijiang ( )

Mr. Hu Zhijiang, aged 63, is an independent Supervisor of the Company since 12 June 2006. He is a qualified senior accountant and a practising accountant. Mr. Hu was a deputy head in the Agricultural Planning and Finance Section of the Finance Department of Xinjiang Uygur Autonomous Region ( ) from 1992 to 1994. From 1994

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PARTICULARS OF DIRECTORS AND SUPERVISORS PROPOSED FOR RE-ELECTION AND/OR APPOINTMENT

APPENDIX I

to 1997, he served as the head of the Legal and Taxation Section of the Finance Department of Xinjiang Uygur Autonomous Region ( ) From 1997 to 2001, he served as the head of the Accounting Section of the Finance Department of Xinjiang Uygur Autonomous Region ( ). From 1998 to 2000, he served as a member of the Senior Assessment Committee for Professional Qualification in Accounting of Xinjiang Uygur Autonomous Region ( ). From 2001 to 2005, he served as the inspector at the deputy department level of the Finance Department of Xinjiang Uygur Autonomous Region ( ). Mr. Hu has been the vice chairman of the eighth committee of the Accounting Association of Xinjiang Uygur Autonomous Region ( ) since 2002.

Mr. Hu’s remuneration is RMB25,000 per annum (tax inclusive) in accordance with the service contract and will be subject to the approval by the Shareholders at the EGM. The actual expenses arising from executing duties by Mr. Hu as the independent Supervisor will be reimbursed by the Company.

EMPLOYEES’ REPRESENTATIVE SUPERVISORS

Jiang Mingshun ( )

Mr. Jiang’s remuneration is RMB288,000 per annum (tax inclusive) in accordance with the service contract and will be subject to the approval by the Shareholders at the EGM. The actual expenses arising from executing duties by Mr. Jiang as the Supervisor will be reimbursed by the Company.

Sun Baohui ( )

Mr. Sun will not be receiving any supervisor’s remuneration from the Company under his service contract. Mr. Sun receives monthly salary based on his present position as the deputy head of the Kalatongke Mine. The actual expenses arising from executing duties by Mr. Sun as the Supervisor will be reimbursed by the Company.

• For identification purpose only

– 13 –

APPENDIX II NOTICE OF EXTRAORDINARY GENERAL MEETING

==> picture [99 x 60] intentionally omitted <==

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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (“EGM”) of Xinjiang Xinxin Mining Industry Co., Ltd. (the “Company”) will 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 People’s Republic of China (the “PRC”) to consider and, if thought fit, to pass the following resolutions:

ORDINARY RESOLUTIONS

1. To consider and approve, by way of separate ordinary resolutions, each of the following Resolutions in relation to the election of the members of the second session of the board of directors of the Company (the “Board”):

2. 1.1 THAT the re-election of Yuan Ze as an executive director of the Company be and is hereby considered and approved, with effect from 14 October 2008 for a term of three years until 13 October 2011; THAT any director of the Company be and is hereby authorised to sign on behalf of the Company the director’s service contract with Yuan Ze.

3. 1.2 THAT the re-election of Shi Wenfeng as an executive director of the Company be and is hereby considered and approved, with effect from 14 October 2008 for a term of three years until 13 October 2011; THAT any director of the Company be and is hereby authorised to sign on behalf of the Company the director’s service contract with Shi Wenfeng.

4. 1.3 THAT the re-election of Zhang Guohua as an executive director of the Company be and is hereby considered and approved, with effect from 14 October 2008 for a term of three years until 13 October 2011; THAT any director of the Company be and is hereby authorised to sign on behalf of the Company the director’s service contract with Zhang Guohua.

5. For identification purpose only

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APPENDIX II NOTICE OF EXTRAORDINARY GENERAL MEETING

• 1.4 THAT the re-election of Liu Jun as an executive director of the Company be and is hereby considered and approved, with effect from 14 October 2008 for a term of three years until 13 October 2011; THAT any director of the Company be and is hereby authorised to sign on behalf of the Company the director’s service contract with Liu Jun.

• 1.5 THAT the re-election of Zhou Chuanyou as a non-executive director of the Company be and is hereby considered and approved, with effect from 14 October 2008 for a term of three years until 13 October 2011; THAT any director of the Company be and is hereby authorised to sign on behalf of the Company the director’s service contract with Zhou Chuanyou.

• 1.6 THAT the re-election of Niu Xuetao as a non-executive director of the Company be and is hereby considered and approved, with effect from 14 October 2008 for a term of three years until 13 October 2011; THAT any director of the Company be and is hereby authorised to sign on behalf of the Company the director’s service contract with Niu Xuetao.

• 1.7 THAT the re-election of Chen Jianguo as an independent non-executive director of the Company be and is hereby considered and approved, with effect from 14 October 2008 for a term of three years until 13 October 2011; THAT any director of the Company be and is hereby authorised to sign on behalf of the Company the director’s service contract with Chen Jianguo.

• 1.8 THAT the re-election of Sun Baosheng as an independent non-executive director of the Company be and is hereby considered and approved, with effect from 14 October 2008 for a term of three years until 13 October 2011; THAT any director of the Company be and is hereby authorised to sign on behalf of the Company the director’s service contract with Sun Baosheng.

• 1.9 THAT the re-election of Ng Yuk Keung as an independent non-executive director of the Company be and is hereby considered and approved, with effect from 14 October 2008 for a term of three years until 13 October 2011; THAT any director of the Company be and is hereby authorised to sign on behalf of the Company the director’s service contract with Ng Yuk Keung.

• To consider and approve, by way of separate ordinary resolutions, each of the following resolutions in relation to the election of the members of the second session of the supervisory committee of the Company:

• 2.1. THAT the election of Liu Daoying as a supervisor of the Company be and is hereby considered and approved, with effect from 14 October 2008 for a term of three years until 13 October 2011; THAT any director of the Company be and is hereby authorised to sign on behalf of the Company the supervisor’s service contract with Liu Daoying.

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APPENDIX II NOTICE OF EXTRAORDINARY GENERAL MEETING

• 2.2. THAT the re-election of Chen Yuping as an independent supervisor of the Company be and is hereby considered and approved, with effect from 14 October 2008 for a term of three years until 13 October 2011; THAT any director of the Company be and is hereby authorised to sign on behalf of the Company the supervisor’s service contract with Chen Yuping.

• 2.3. THAT the re-election of Hu Zhijiang as an independent supervisor of the Company be and is hereby considered and approved, with effect from 14 October 2008 for a term of three years until 13 October 2011; THAT any director of the Company be and is hereby authorised to sign on behalf of the Company the supervisor’s service contract with Hu Zhijiang.

• 3 To consider and approve, by way of separate ordinary resolutions, each of the following Resolutions in relation to the remuneration of the second session Directors and Supervisors of the Company, details of which are set out in Appendix I to this circular, in accordance with the service contracts:

• 3.1 THAT the director remuneration payable by the Company to Yuan Ze shall be RMB400,000 per annum (tax inclusive) be and is hereby approved.

• 3.2 THAT the director remuneration payable by the Company to Shi Wenfeng shall be RMB400,000 per annum (tax inclusive) be and is hereby approved.

• 3.3 THAT the director remuneration payable by the Company to Zhang Guohua shall be RMB400,000 per annum (tax inclusive) be and is hereby approved.

• 3.4 THAT the director remuneration payable by the Company to Liu Jun shall be RMB320,000 per annum (tax inclusive) be and is hereby approved.

• 3.5 THAT there shall not be any director remuneration payable by the Company to Zhou Chuanyou be and is hereby approved.

• 3.6 THAT there shall not be any director remuneration payable by the Company to Niu Xuetao be and is hereby approved.

• 3.7 THAT the director remuneration payable by the Company to Chen Jianguo shall be RMB50,000 per annum (tax inclusive) be and is hereby approved.

• 3.8 THAT the director remuneration payable by the Company to Sun Baosheng shall be RMB50,000 per annum (tax inclusive) be and is hereby approved.

• 3.9 THAT the director remuneration payable by the Company to Ng Yuk Keung shall be HK$100,000 per annum (tax exclusive) be and is hereby approved.

• 3.10 THAT there shall not be any supervisor remuneration payable by the Company to Liu Daoying be and is hereby approved.

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APPENDIX II NOTICE OF EXTRAORDINARY GENERAL MEETING

• 3.11 THAT the supervisor remuneration payable by the Company to Chen Yuping shall be RMB25,000 per annum (tax inclusive) be and is hereby approved.

• 3.12 THAT the supervisor remuneration payable by the Company to Hu Zhijiang shall be RMB25,000 per annum (tax inclusive) be and is hereby approved.

• 3.13 THAT the supervisor remuneration payable by the Company to Jiang Mingshun shall be RMB288,000 per annum (tax inclusive) be and is hereby approved.

• 3.14 THAT there shall not be any supervisor remuneration payable by the Company to Sun Baohui be and is hereby approved.

• To consider and approve, by way of ordinary resolution, THAT the first meeting of the second session of the Board will be held on 14 October 2008, immediately after the EGM to be held on the same date, and the requirement for a 14 days’ prior notice for convening such meeting pursuant to Article 121 of the Articles of Association of the Company be and is hereby waived and ratified.

• To consider and approve, by way of ordinary resolution, THAT the first meeting of the second session of the Supervisors Committee will be held on 14 October 2008, immediately after the EGM to be held on the same date, and the requirement for a 10 days’ prior notice for convening such meeting pursuant to Article 154 of the Articles of Association of the Company be and is hereby waived and ratified.

• To consider and approve other matters, if any.

By order of the Board Zhang Junjie, Lam Cheuk Fai Joint Company Secretaries

Xinjiang, the PRC 26 August 2008

Notes:

1. Closure of register of members and eligibility for attending the EGM

The register of members of the Company will be closed from Saturday, 13 September 2008 to Tuesday, 14 October 2008 (both days inclusive), during which time no share transfers will be registered. In order to be eligible to attend the EGM, instruments of transfer accompanied by share certificates and other appropriate documents must be lodged with the Company’s H share registrar, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Friday, 12 September 2008. Shareholders of the Company whose names appear on the register of members of the Company at the opening of business on Tuesday, 14 October 2008 are entitled to attend the EGM.

1. Notice of attendance

Shareholders who intend to attend the EGM should complete and lodge the accompanying reply slip and return it to the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, on or before

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APPENDIX II NOTICE OF EXTRAORDINARY GENERAL MEETING

Wednesday, 24 September 2008. The reply slip may be delivered by hand, by post or by fax to the Company’s H Share registrar. Completion and return of the reply slip does not affect the right of a shareholder of the Company to attend the EGM. However, the failure to return the notice of attendance may result in an adjournment of the EGM, if the number of shares carrying the right to vote represented by the shareholders of the Company proposing to attend the EGM by the notice of attendance does not reach more than half of the total number of shares of the Company carrying the right to vote at the EGM.

3. Proxy

Every shareholder of the Company who has the right to attend and vote at the EGM is entitled to appoint one or more proxies, whether or not they are members of the Company, to attend and vote on his behalf at the EGM.

A proxy must be appointed by an instrument in writing and signed by the appointer or his attorney duly authorised in writing. If the appointer is a legal person, then the instrument shall be signed under a legal person’s seal or signed by its director or an attorney duly authorised in writing. The instrument appointing the proxy shall be deposited at the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at Rooms 1806-07, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not less than 24 hours before the time appointed for the holding of the EGM. If the instrument appointing the proxy is signed by a person authorised by the appointer, the power of attorney or other document of authority under which the instrument is signed shall be notarised. The notarised power of attorney or other document of authority shall be deposited together and at the same time with the instrument appointing the proxy at the Company’s H Share registrar. Return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the EGM if he so wishes.

If more than one proxy is appointed, such proxies shall only be entitled to vote by poll.

Shareholders or their proxies are required to produce their identification documents when attending the EGM.

4. Others

The EGM is expected to last for approximately three hours. Shareholders and their proxies attending the meeting shall be responsible for their own travelling and accommodation expenses.

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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