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

Apr 9, 2008

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)

FORM OF PROXY FOR ANNUAL GENERAL MEETING

Number of shares to which this form of proxy relates [(Note][1)] I/We [(Note][2)] of holder(s) of (Note 3) H (the “Company”) HEREBY APPOINT the Chairman of the meeting or [(Note][4)]

of being the registered H Shares in the share capital of Xinjiang Xinxin Mining Industry Co., Ltd.

being the registered

of

as my/our proxy/proxies: (a) to act for me/us at the annual general meeting of the Company to be held at 11:00 a.m. on Thursday, 29 May 2008 at 4th Level, Conference Room, Youse Building, No. 4 You Hao North Road, Urumqi, Xinjiang, the PRC (or at any adjournment thereof) (the “AGM”) for the purpose of considering and, if thought fit, passing the resolutions (the “Resolutions”) as set out in the notice convening the AGM; and (b) at the AGM to vote for me/us and in my/our name(s) in respect of the Resolutions as hereunder indicated or, if no such indication is given, as my/our voting proxy/proxies think(s) fit.

	and in	and in
	1.	To consider and approve the report of the board of directors of the Company (the “Board of Directors”) for the year 2007.
	2.	To consider and approve the report of the supervisory committee of the Company for the year 2007.
	3.	To consider and approve the consolidated audited financial statements of the Company for the year ended 31 December 2007.
	4.	To consider and approve the declaration and payment of a final dividend for the year ended 31 December 2007 as recommended by the Board of Directors.
	5.	To consider and approve the investment plan of the Company for the year 2008 in relation to the use of proceeds from the listing of the Company’s H shares on the main board of The Stock Exchange of Hong Kong Limited set out as follows:
		a. approximately RMB318.3 million to be used in relation to the further expansion of the mining and ore processing of the Kalatongke Mine**;
		b. approximately RMB400.0 million to be used in relation to the expansion of the smelting operation in the Kalatongke Mine;
		c. approximately RMB32.5 million to be used in relation to the expansion of the refining capacity of the Fukang Refinery in respect of 13,000 tonnes of nickel cathode per year; and
		d. approximately RMB266.0 million to be used in relation to the expansion of the refining capacity of the Fukang Refinery in respect of 12,000 tonnes of copper cathode per year.
	6.	To consider and approve the authorisation to the Board of Directors in relation to the use of proceeds from the listing of the Company’s H shares on the main board of The Stock Exchange of Hong Kong Limited as detailed in the Company’s prospectus dated 27 September 2007 and in accordance with the investment plans of the Company as approved in general meetings.
	7.	To consider and approve the share appreciation rights incentive scheme of the Company.
	8.	To consider and approve adjustment of the remuneration of the executive directors of the Company and the chairman of the supervisory committee of the Company.
	9.	To consider and approve the remuneration of the executive directors and the chairman of the supervisory committee of the Company for the year ended 31 December 2007.
	10.

*** ForThisidentificationproject will bepurposepartly financedonly by the Company’s internal cash flow and partly by the remaining IPO proceeds. It is expected that the rest of the above investment projects will be financed only by the remaining IPO proceeds.

Dated this

day of

2008

Signature [(Note][6)]

Notes:

1. Please insert the number of shares registered in your name(s) to which this proxy form relates. If no number is inserted, this 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 Meeting 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 Meeting 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 Meeting) 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 ANY RESOLUTION, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE BOX MARKED “AGAINST” . If you wish to abstain from voting on any 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 Meeting other than those referred to in the Notice of Annual 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 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 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 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, 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 AGM.

8. Completion and delivery of a form of proxy will not preclude you from attending and/or voting at the Meeting (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 FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT .

10. In the case of joint holders of any share, any one of such joint holders may vote at the Meeting, 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 Meeting, personally or by proxy, the vote of the joint holder whose name stands first in the register of members 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).