Xinjiang Xinxin Mining Industry Co., Ltd. — Proxy Solicitation & Information Statement 2011

Aug 26, 2011

									**Xinjiang Xinxin Mining Industry **		**Co., **	Ltd.*	Ltd.*	Ltd.*
									新疆新鑫礦業股份有限公司
									(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
									(Stock Code: 3833)
									FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING
		Number of							shares to which this 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 Friday, 14 October 2011 at Conference Room,
		19th			level,			Youse Building, No. 4 You Hao North Road, Urumqi, Xinjiang, the People’s Republic of China (the “PRC”) (or at any				adjournment thereof) (the				“EGM”) for the
		purpose of considering and, if thought fit, passing the resolutions (the “Resolutions”) as set out in the notice convening the EGM; and (b)										at the EGM 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.
									ORDINARY RESOLUTIONS		FOR (Note 5)		AGAINST (Note 5)			ABSTAIN (Note 5)
				1.			To to		consider and approve, by way of separate ordinary resolutions, each of the following resolutions in relation the election of the members of the third session of the board of directors of the Company (the “Board”):	~~123456789012345678901~~ 123456789012345678901 ~~123456789012345678901~~
							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 2011 for a term of three years until 13 October 2014.
							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 2011 for a term of three years until 13 October
									2014.
							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 2011 for a term of three years until 13 October
									2014.
							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 2011 for a term of three years until 13 October 2014.
							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 2011 for a term of three years until 13 October
									2014.
							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 2011 for a term of three years until 13 October
									2014.
							1.7 THATthe 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 2011 for a term of three years until 13
									October 2014.
							1.8 THAT the re-election of Wang Lijin as an independent non-executive director of the Company be and
									is hereby considered and approved, with effect from 14 October 2011 for a term of three years until 13
									October 2014.
							1.9 THAT the election of Li Wing Sum Steven as an independent non-executive director of the Company
									be and is hereby considered and approved, with effect from 14 October 2011 for a term of three years
				2.			until 13 October 2014. 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 third session of the supervisory committee of the Company, in accordance with the service contracts: 2.1 THAT the re-election of Chen Yuping as an independent supervisor of the Company be and is hereby			123456789012345678901 123456789012345678901 123456789012345678901 123456789012345678901 ~~123456789012345678901~~
									considered and approved, with effect from 14 October 2011 for a term of three years until 13 October
									2014.
							2.2 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 2011 for a term of three years until 13 October
									2014.
							2.3 THAT the election of He Pingtao as an supervisor representing Shareholders of the Company be and is
									hereby considered and approved, with effect from 14 October 2011 for a term of three years until 13
				3.			October 2014. To consider and approve, by way of separate ordinary resolutions, each of the following resolutions in relation to the remuneration of the third session directors and supervisors of the Company, in accordance with the service contracts: 3.1 THAT the director remuneration payable by the Company to Yuan Ze shall be RMB533,600 per annum			123456789012345678901 123456789012345678901 123456789012345678901 123456789012345678901 ~~123456789012345678901~~
									(tax inclusive) be and is hereby approved.
							3.2 THAT the director remuneration payable by the Company to Shi Wenfeng shall be RMB533,600 per
									annum (tax inclusive) be and is hereby approved.

				ORDINARY RESOLUTIONS			FOR (Note 5)	FOR (Note 5)	AGAINST (Note 5)	ABSTAIN (Note 5)	ABSTAIN (Note 5)
		3.3 THAT the director remuneration payable by the Company to Zhang Guohua shall be RMB533,600 per
			annum (tax inclusive) be and is hereby approved.
		3.4 THAT the director remuneration payable by the Company to Liu Jun shall be RMB426,800 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 RMB70,000 per
			annum (tax inclusive) be and is hereby approved.
		3.8 THATthe director remuneration payable by the Company to Wang Lijin shall be RMB70,000 per annum
			(tax inclusive) be and is hereby approved.
		3.9 THATthe director remuneration payable by the Company to Li Wing Sum Steven shall be HK$130,000
			per annum (tax inclusive) be and is hereby approved.
		3.10 THAT the supervisor remuneration payable by the Company to Chen Yuping shall be RMB40,000 per
			annum (tax inclusive) be and is hereby approved.
		3.11 THAT the supervisor remuneration payable by the Company to Hu Zhijiang shall be RMB40,000 per
			annum (tax inclusive) be and is hereby approved.
		3.12 THAT there shall not be any supervisor remuneration payable by the Company to He Pingtao			be and
			is hereby approved.
		3.13 THAT the supervisor remuneration payable by the Company to Jiang Mingshun shall be RMB384,100
			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.
	4.	To authorise any director of the Company on behalf of the Company to sign the service contracts with all newly
		elected directors or supervisors upon such terms and conditions as the Board thinks fit, and to do all such act
	5.	and things to effect such matters. To consider and approve, by way of separate ordinary resolutions, each of the following resolutions in relation to the bonus remuneration for 2010 of the following directors and supervisor of the Company: 5.1 THAT the bonus remuneration payable to Yuan Ze shall be RMB133,600 (tax inclusive).				~~123456789012345678901~~ 123456789012345678901 123456789012345678901 ~~123456789012345678901~~
		5.2 THAT the bonus remuneration payable to Shi Wenfeng shall be RMB133,600 (tax inclusive).
		5.3 THAT the bonus remuneration payable to Zhang Guohua shall be RMB133,600 (tax inclusive).
		5.4 THAT the bonus remuneration payable to Liu Jun shall be RMB106,800 (tax inclusive).
	6.	5.5 THAT the bonus remuneration payable to Jiang Mingshun shall be RMB96,100 (tax inclusive). To consider and approve, by way of separate ordinary resolutions, each of the following resolutions in relation to the adjusted remuneration for the period from 1 January 2011 to 13 October 2011 of the following directors and supervisor of the Company: 6.1 THAT the adjusted remuneration payable to Yuan Ze shall be RMB533,600 per annum (tax inclusive).				~~123456789012345678901~~ 123456789012345678901 123456789012345678901 123456789012345678901 ~~123456789012345678901~~
		6.2 THAT the adjusted remuneration payable to Shi Wengfeng shall be RMB533,600 per annum (tax
			inclusive).
		6.3 THAT the adjusted remuneration payable to Zhang Guohua shall be RMB533,600 per annum (tax
			inclusive).
		6.4 THAT the adjusted remuneration payable to Liu Jun shall be RMB426,800 per annum (tax inclusive).
		6.5 THAT the adjusted remuneration payable to Jiang Mingshun shall be RMB384,100 per annum (tax
			inclusive).
	7.	To consider and approve other matters, if any.
				SPECIAL RESOLUTION		~~123456789012345678901~~ ~~123456789012345678901~~
	1.	To consider and approve the proposed amendments to Articles of Association.
*	_For _	identification purposes only
Dated		this		day of 2011 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 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 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.

1. 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, 17M 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.

1. 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

2. a proxy shall be deemed to be revoked.

3. 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).