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

Aug 26, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ACTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, 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 to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim 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.[*] 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)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND

ELECTION OF DIRECTORS AND SUPERVISORS AND NOTICE OF EGM

A letter from the Board of the Company is set out on pages 3 to 6 of this circular.

The Company will convene the EGM at 11:00 a.m. on Friday, 14 October 2011 at the Conference Room, 19th level, Youse Building, No.4 You Hao North Road, Urumqi, Xinjiang, the People’s Republic of China. The notice convening the EGM is set out on pages 18 to 22 of this circular and the relevant notice of attendance and proxy form are enclosed with this circular. Shareholders who wish to attend the EGM are required to return the notice of attendance in accordance with the instructions printed thereon as soon as possible and in any event not later than 23 September 2011.

Completion and return of the proxy form shall not preclude you from attending and voting in person at the EGM or at any adjourned meetings should you so wish.

* For identification purposes only

26 August 2011

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I – Proposed Amendments to Articles of Association. . . . . . . .	7
Appendix II – Profiles of Candidates of Directors and Supervisors . . . . .	9
Notice of Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

– i –

DEFINITIONS

In this circular, unless otherwise indicated in the context, the following expressions have the meaning set out below:

• “Articles of Association”

the articles of association of the Company

• “Board” the board of Directors

• “Company”

Xinjiang Xinxin Mining Industry Co., Ltd.* (新疆新鑫礦 業股份有限公司), a joint stock limited company incorporated in the PRC, the H Shares of which are listed on the Stock Exchange

• “Directors”

the directors of the Company

• “Domestic Share(s)”

ordinary share(s) in the share capital of the Company with nominal value of RMB0.25 each which are subscribed for and/or credited as paid up in Renminbi

• “EGM”

the extraordinary general meeting of the Company of 2011 to be held at 11:00 a.m. on Friday, 14 October 2011 at the Conference Room, 19th level, Youse Building, No.4 You Hao North Road, Urumqi, Xinjiang, the PRC, notice of which is set out on pages 18 to 22 of this circular

• “HKD”

• Hong Kong dollars, the lawful currency of the Hong Kong Special Administrative Region

• “H Shares”

• overseas listed foreign shares in the ordinary share capital of the Company with a nominal value of RMB0.25 each which are subscribed for and traded in Hong Kong dollars and listed on the Stock Exchange

• “Latest Practicable Date”

23 August 2011, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• “Listing Rules”

The Rules Governing the Listing of Securities on the Stock Exchange

• “PRC”

the People’s Republic of China

• For identification purposes only

– 1 –

DEFINITIONS

“Proposed Amendments”	the proposed amendments to the Articles of Association,
	details of which have been set out in Appendix I herein
“RMB”	Renminbi yuan, the lawful currency of the PRC
“SFO”	the Securities and Futures Ordinance (Cap 571 of the
	laws of Hong Kong)
“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 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)”	the supervisor(s) of the Company
“Supervisory Committee”	the supervisory committee of the Company

– 2 –

LETTER FROM THE BOARD

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Xinjiang Xinxin Mining Industry Co., 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)

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

Non-executive Directors: Mr. ZHOU Chuanyou Mr. NIU Xuetao

Independent Non-executive Directors: Mr. CHEN Jianguo Mr. WANG Lijin Mr. NG Yuk Keung

Statutory address and principal place of business in the PRC: 7/F, Youse Building No.4 You Hao North Road Urumqi Xinjiang Registered office in Hong Kong: Unit 3102-3105, 31/F, Office Tower Convention Plaza 1 Harbour Road Wanchai, Hong Kong

26 August 2011

To the Shareholders

Dear Sir or Madam

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND ELECTION OF DIRECTORS AND SUPERVISORS AND NOTICE OF EGM

The purpose of this circular is to provide you with information relating to the resolutions to be proposed at the EGM relating to, among other things:

• (i) the Proposed Amendments to the Articles of Association; and

• (ii) the election of Directors and Supervisors.

• For identification purposes only

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LETTER FROM THE BOARD

1. PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

According to the policy changes enacted by the China Ministry of Finance and the China Securities Regulatory Commission and the new requirements under the Listing Rules, issuers incorporated in the PRC whose shares are listed on the Stock Exchange are permitted to prepare financial statements and implement financial audits only in accordance with the PRC accounting standards and auditing standards, and are subject to new requirements relating to results disclosure time. In this connection, the Company is required to make the Proposed Amendments in relation to (i) the accounting standards to be adopted by the Company in preparation of its financial statements; and (ii) the timing for release of interim report and annual report of the Company.

According to the Articles of Association and the relevant laws and regulations, the Proposed Amendments are subject to the approval of the Shareholders by way of special resolution at the general meeting of the Company. Further, the Proposed Amendments will become effective after the relevant procedures for the approval and/or registration or filing in the PRC have been completed. The special resolution relating to the Proposed Amendments will be proposed at the EGM.

The Company has received a confirmation from its Hong Kong legal adviser, Stephen Mok & Co., confirming that the Proposed Amendments are in compliance with the applicable provisions under the Listing Rules. The Company has also received a confirmation from its PRC legal adviser, Beijing Grandfield Law Offices, confirming that the Proposed Amendments are in compliance with the applicable laws and regulations in the PRC.

The details of the Proposed Amendments are set out in the Appendix I to this circular.

2. ELECTION OF DIRECTORS

Since the term of the second session of the Board will expire on 13 October 2011, the Board proposed the election of the following persons to be members of the third session of the Board at the EGM:

Proposed Directors

Proposals

Executive Directors Mr. Yuan Ze Re-elected to be executive Director Mr. Shi Wenfeng Re-elected to be executive Director Mr. Zhang Guohua Re-elected to be executive Director Mr. Liu Jun Re-elected to be executive Director

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LETTER FROM THE BOARD

Proposed Directors

Proposals

Non-executive Directors Mr. Zhou Chuanyou Re-elected to be non-executive Director Mr. Niu Xuetao Re-elected to be non-executive Director

Independent non-executive Directors

Mr. Chen Jianguo Re-elected to be independent non-executive Director Mr. Wang Lijin Re-elected to be independent non-executive Director Mr. Li Wing Sum Steven Elected to be independent non-executive Director

The term of the third session of the Board will be for three years commencing from the date of approval of the election and re-election of the above candidates for Directors at the EGM, i.e. 14 October 2011 and ending on 13 October 2014.

The Board also proposed the granting of the authorisation to the Board to arrange for service contracts to be entered into by the Company with the newly-elected executive Directors, non-executive Directors and independent non-executive Directors, respectively, upon such terms and conditions as the Board shall think fit, and to do all such acts and things to effect such matters.

Please refer to Appendix II for biographical details of the candidates of the Directors.

3. ELECTION OF SUPERVISORS

Since the term of the second session of the Supervisory Committee will expire on 13 October 2011, the Board proposed the election of the following persons to be members of the third session of the Supervisory Committee at the EGM:

Proposed Supervisors Proposals Ms. Chen Yuping Re-elected to be independent Supervisor Mr. Hu Zhijiang Re-elected to be independent Supervisor Mr. He Pingtao Elected to be Supervisor representing Shareholders

Mr. Jiang Mingshun and Mr. Sun Baohui have been re-elected as the employee’s representative Supervisors for the third session of the Supervisory Committee at staff representatives’ meeting of the Company held on 8 August 2011.

The term of the third session of the Supervisory Committee will be three years commencing from the date of approval of the election and re-election of the above candidates for Supervisors at the EGM, i.e. 14 October 2011 and ending on 13 October 2014.

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LETTER FROM THE BOARD

The Board also proposed the granting of authorization to the Board to arrange for service contracts to be entered into by the Company with the newly-elected independent Supervisors, Supervisors representing Shareholders and employee’s representative Supervisors upon such terms and conditions as the Board thinks fit, and to do all such acts and things to effect such matters.

Please refer to Appendix II for biographical details of the candidates of the Supervisors.

4. EGM

A notice of the EGM is set out on pages 18 to 22 of this circular. A form of proxy for use at the EGM is enclosed with this circular. To be valid, the form of proxy must be completed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or other authority, must be lodged with in accordance with the instructions printed thereon and lodge the same with the Company’s H Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited of 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time scheduled for holding of the EGM.

5. RECOMMENDATION

The Directors consider that each of the proposed resolutions set out in the notice of the EGM are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of each of such proposed resolutions.

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

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PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

APPENDIX I

The Proposed Amendments are set out as follows:

Article 181

The original Article 181 which provides:

Article 181 “The financial statements of the Company shall be prepared in accordance with the China accounting standards and regulations, as well as in accordance with the international accounting standards or the accounting standards of the place outside the PRC where the shares of the Company are listed. If there is any material discrepancies between the financial statements prepared in accordance with these two sets of accounting standards, such discrepancies shall be expressly stated in the notes to such financial statements. For the purpose of the distribution of profits after taxation of the Company for the relevant accounting year, the lesser amount of profit after taxation stated in the said two financial statements shall prevail.”

is proposed to be amended as follows:

Article 181 “The financial statements of the Company shall be prepared in accordance with the China Accounting Standards for Business Enterprises and regulations.”

Article 182

The original Article 182 which provides:

Article 182 “Any interim results or financial information published or disclosed by the Company shall be prepared in accordance with the China accounting standards and regulations as well as in accordance with the international accountings standards or the accounting standards of the place outside the PRC where the shares of the Company are listed.”

is proposed to be amended as follows:

Article 182 “Any results or financial information published or disclosed by the Company shall be prepared in accordance with the China Accounting Standards for Business Enterprises and regulations.”

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APPENDIX I PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION

Article 183

The original Article 183 which provides:

Article 183 “The Company shall publish its financial reports twice in each accounting year. An interim financial report shall be published within 60 days after the end of the first six months of each accounting year, and an annual financial report shall be published within 120 days after the end of each accounting year.”

is proposed to be amended as follows:

Article 183 “The Company shall publish its financial reports twice in each accounting year. An interim financial report shall be published within two months after the end of the first six months of each accounting year, and an annual financial report shall be published within three months after the end of each accounting year.”

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APPENDIX II PROFILES OF CANDIDATES OF DIRECTORS AND SUPERVISORS

DIRECTORS

Candidates for Executive Directors

Mr. Yuan Ze (袁澤) , aged 62, was an executive Director and the Chairman of the first session of the Board from 1 September 2005 to 13 October 2008 and has been an executive Director and the Chairman of the second session of the Board since 14 October 2008. Mr. Yuan completed a postgraduate course in natural geography at Nanjing University (南京大學) in December 1997. From October 1998 to January 2002, he served as the secretary of the communist party committee of Xinjiang Non-ferrous Industry Co. (新疆有色金屬工業公司). 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. (新疆有色金屬 工業(集團)有限責任公司) (“Xinjiang Non-ferrous”), being the controlling shareholder of the Company. Mr. Yuan received the Xinjiang Uygur Autonomous Region Model Labour Award in 2005 and 2007 and was elected a representative of the National People’s Congress in March 2008. Mr. Yuan received the National Model Labour Special Award awarded by the State Council in 2010.

If elected, Mr. Yuan’s remuneration will be RMB533,600 per annum (tax inclusive) in accordance with the service contract and will be subject to the approval by the Shareholders at the EGM, such remuneration is determined with reference to his remuneration in the past term, the prevailing market rate and the expansion of the scale of the Company. Mr. Yuan’s remuneration consists of basic salary and management performance salary, the basic salary will be paid on a monthly basis and the management performance salary will be paid as a one-off payment depending on the business conditions of the Company and the performance of Mr. Yuan for the relevant year.

Mr. Shi Wenfeng (史文峰) , aged 44, was an executive Director of the first session of the Board and the general manager of the Company from 1 September 2005 to 13 October 2008 and has been an executive Director of the second session of the Board and the general manager of the Company since 14 October 2008. Mr. Shi graduated from the Department of Chemical Engineering of Chengdu University of Science and Technology (成都科技大學) 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. From September 1993 to January 1994, he served as the deputy head of the central refinery workshop of the Fukang Refinery (阜康冶煉廠). 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 awarded by the National Committee of Science and Technology of the PRC (國家科學技術委員會) and the People’s Government of Xinjiang in 1995 and 2002 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.

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APPENDIX II PROFILES OF CANDIDATES OF DIRECTORS AND SUPERVISORS

If elected, Mr. Shi’s remuneration will be RMB533,600 per annum (tax inclusive) in accordance with the service contract and will be subject to the approval by the Shareholders at the EGM, such remuneration is determined with reference to his remuneration in the past term, the prevailing market rate and the expansion of the scale of the Company. Mr. Shi’s remuneration consists of basic salary and management performance salary, the basic salary will be paid on a monthly basis and the management performance salary will be paid as a one-off payment depending on the business conditions of the Company and the performance of Mr. Shi for the relevant year.

Mr. Zhang Guohua (張國華) , aged 47, was an executive Director of the first session of the Board and the Executive Deputy General Manger of the Company from 1 September 2005 to 13 October 2008 and has been an Executive Director of the second session of the Board and the Executive Deputy General Manager of the Company since 14 October 2008. He completed a postgraduate course in management science and engineering at Dalian University of Technology (大連理工大學) 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 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 general 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 the Company since September 2005. Mr. Zhang was recognised by Xinjiang Non-ferrous as the Model Labour for the years of 2003 and 2004.

If elected, Mr. Zhang’s remuneration will be RMB533,600 per annum (tax inclusive) in accordance with the service contract and will be subject to the approval by the Shareholders at the EGM, such remuneration is determined with reference to his remuneration in the past term, the prevailing market rate and the expansion of the scale of the Company. Mr. Zhang’s remuneration consists of basic salary and management performance salary, the basic salary will be paid on a monthly basis and the management performance salary will be paid as a one-off payment depending on the business conditions of the Company and the performance of Mr. Zhang for the relevant year.

Mr. Liu Jun (劉俊) , aged 46, was an executive Director of the first session of the Board and deputy general manager of the Company from 1 September 2005 to 13 October 2008 and has been an executive Director of the second session of the Board and deputy general manager of the Company since 14 October 2008. Mr. Liu graduated from Kunming University of Science and Technology (昆明理工大學) with a Bachelor’s degree in engineering, majoring in mining engineering from September 1983 to July 1987. He served as the (production technology) deputy supervisor 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

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APPENDIX II PROFILES OF CANDIDATES OF DIRECTORS AND SUPERVISORS

technology division of Kalatongke Mine. He served as the chief engineer of Kalatongke Mine from March 1997 to April 2000. From April 2000 to August 2005 he served as the deputy head of Kalatongke Mine. From September 2005 to October 2008, he became the head of Kalatongke. Mr. Liu received a scientific and technological progress second prize awarded by the People’s Government of Xinjiang in 2004 for his contribution to nickel matte blowing and recovery processing and industrialised production.

If elected, Mr. Liu’s remuneration will be RMB426,800 per annum (tax inclusive) in accordance with the service contract and will be subject to the approval by the Shareholders at the EGM, such remuneration is determined with reference to his remuneration in the past term, the prevailing market rate and the expansion of the scale of the Company. Mr. Liu’s remuneration consists of basic salary and management performance salary, the basic salary will be paid on a monthly basis and the management performance salary will be paid as a one-off payment depending on the business conditions of the Company and the performance of Mr. Liu for the relevant year.

Candidates for Non-executive Directors

Mr. Zhou Chuanyou (周傳有) , aged 47, was a non-executive Director and the Vice-chairman of the first session of the Board from 1 September 2005 to 13 October 2008 and has been a non-executive Director and the Vice-chairman of the second session of the Board since 14 October 2008. He completed a postgraduate course in law at Fudan University (復旦 大學) in July 1987. Mr. Zhou taught in East China Institute of Political Science and Law(華 東政法學院) from July 1987 to January 1990. From September 1995 he served as the Chairman of Shanghai Jinying Investment Company Ltd. (上海金鷹投資有限公司), which is the predecessor of Zhongjin Investment (Group) Ltd. (中金投資(集團)有限公司) (“Zhongjin Investment”), and he is currently the beneficial owner of 100% shareholding in Zhongjin Investment. Mr. Zhou served as a director of Shanghai Yilian Kuangneng Co. Ltd. (上海怡聯 礦能實業有限公司) (“Shanghai Yilian”) from May 2005 to July 2010 and is currently the beneficial owner of the entire shareholding of Shanghai Yilian. Shanghai Yilian held 12.80% shareholding of the Company and Zhongjin Investment held 8.96% shareholding of the Company. The interest attributable to Mr. Zhou is his indirect deemed interest in the Company’s issued share capital via his equity interests in Shanghai Yilian and Zhongjin Investment. Mr. Zhou has served as a director of Shanghai Zhongjin Real Estate (Group) Co., Ltd. (上海中金房產(集團)有限公司) since February 1998 and was a vice-chairman and director of Dazhong Insurance Co., Ltd. of China (大眾保險股份有限公司) from September 1998 to December 2009.

If elected, Mr. Zhou will not receive 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.

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APPENDIX II PROFILES OF CANDIDATES OF DIRECTORS AND SUPERVISORS

Mr. Niu Xuetao (牛學濤) , aged 47, was a non-executive Director of the first session of the Board from 1 September 2005 to 13 October 2008 and has been a non-executive Director of the second session of the Board since 14 October 2008. He completed an undergraduate course in law at Northwest Institute of Political Science and Law in July 1990. From February 2003 to February 2008, he served as the deputy chief executive officer of Zhongjin Investment. From June 2004 to July 2005, Mr. Niu served as the vice-president and a director of Xinjiang Fanhua Mine and Energy Industrial Company Ltd. (新疆泛華礦能實業有限公司), a company principally engaged in real estate development business, which is not related to Xinjiang Non-ferrous. From May 2005 to December 2009, he served as the general manager of Shanghai Yilian. Mr. Niu has been the Head Supervisor of Zhongjin Investment since October 1999.

If elected, Mr. Niu will not receive 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.

Candidates for Independent Non-executive Directors

Mr. Chen Jianguo (陳建國) , aged 47, was an independent non-executive Director of the first session of the Board from 12 June 2006 to 13 October 2008 and has been an independent non-executive Director of the second session of the Board since 14 October 2008. He graduated from the Xinjiang University of Finance and Economics (新疆財經大學) (previously known as Xinjiang Institute of Finance and Economics (新疆財經學院)) 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 (東北財經大學). 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 been 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 (奈爾洛德商業大學) in Netherlands when he participated in the Chinese Management Development Program. In 2001, Mr. Chen 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 (新疆國際稅收研究會). He has also been the head of research and development department and a professor of Faculty of Accounting of Xinjiang University of Finance and Economics since October 2007 and has been the dean of Faculty of Accounting since January 2011 and up to present. Mr. Chen had acted as an independent director of Markor International Furniture Co. (美克國際傢俱股份有限公司) and Xinjiang Guannong Fruit & Antler Co., Ltd. (新疆冠農果茸股份有限公司) (both of which are companies listed on the Shanghai Stock Exchange) and had also acted as an independent director of Zhundong Petroleum Technology Co., Ltd. (準東石油技術股份有限公司), a company listed on the Shenzhen Stock Exchange, and Great Western Region Tourism Co., Ltd. (大西部旅遊股份有限公司). On 8 September 2008, Mr. Chen was appointed as an independent director of Xinjiang International Enterprise Co., Ltd (新疆國際實業股份有限公司), a company listed on the Shenzhen Stock Exchange. Mr. Chen was appointed as an independent director of Xinjiang Kangdi Planting Technology Company Limited* (新疆康地種業科技股份 有限公司) in January 2010.

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APPENDIX II PROFILES OF CANDIDATES OF DIRECTORS AND SUPERVISORS

If elected, Mr. Chen’s remuneration will be RMB70,000 per annum (tax inclusive) in accordance with the service contract and will be subject to the approval by the Shareholders at the EGM, such remuneration is determined with reference to his remuneration in the past term, the prevailing market rate and the expansion of the scale of the Company. The actual expenses arising from executing duties by Mr. Chen as the independent non-executive Director will be reimbursed by the Company.

Wang Li Jin (汪立今) , aged 52, has been an independent non-executive Director of the second session of the Board since 15 May 2011 and up to present. He graduated from Xinjiang University (formerly known as the Xinjiang Institute of Technology) in February 1982, majoring in Survey and Exploration of Mineral Resources, and received Bachelor’s degree of Engineering Science. Since February 1982, Mr. Wang has been teaching in the College of Geology and Exploration of Xinjiang University (新疆大學地質與勘查工程學院), and was promoted to professor in November 2000, and is currently a Master Instructor of Xinjiang University. In 2006, Mr. Wang was awarded the “Distinguished Teacher of Xinjiang University”, and in 2007 and 2008 was named “Outstanding Thesis Instructor of Xinjiang University”. During January 2001 to December 2008, while teaching in the Institute of Resource and Environmental Science of Xinjiang University (新疆大學資源與環境科學學院), Mr. Wang also conducted research work in mineralogy, mineral deposits and geology. During March 2004 to September 2004, Mr. Wang was sent by the National Government to the Department of Geological Sciences, University of Michigan Ann Arbor, USA, for further study, majoring in mineral deposit geology and mineralogy, and conducting scientific research work in mineral deposit geology and mineralogy.

In the past three decades, Mr. Wang has been engaged in university geology teaching and research work, loaded with professional expertise, and has been familiar with business. Mr. Wang currently serves as a council member of the China Society of Mineralogy, Petrology and Geochemistry (中國礦物岩石地球化學學會), a committee member of the Professional Committee of Technological Mineralogy of China (中國工藝礦物學專業委員會), an executive director of the China Geological Society of Education (中國地質教育學會), a committee member of the China Environmental Mineralogy Professional Committee (中國環境礦物學專 業委員會), and is the life member of the China Society of Mineralogy, Petrology and Geochemistry.

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APPENDIX II PROFILES OF CANDIDATES OF DIRECTORS AND SUPERVISORS

If elected, Mr. Wang’s remuneration will be RMB70,000 per annum (tax inclusive) in accordance with the service contract and will be subject to the approval by the Shareholders at the EGM, such remuneration is determined with reference to his remuneration in the past term, the prevailing market rate and the expansion of the scale of the Company. The actual expenses arising from executing duties by Mr. Wang as the independent non-executive Director will be reimbursed by the Company.

Li Wing Sum Steven (李永森) , aged 54, is a fellow member of the Association of Chartered Certified Accountants, the Hong Kong Institute of Certified Public Accountants and the Taxation Institute of Hong Kong, and a member of The Hong Kong Institute of Directors and Certified Tax Adviser of Hong Kong. Mr Li has over 30 years’ experience in auditing, accounting, company secretarial services, taxation and financial management. Mr Li had worked in an international accounting firm (Coopers & Lybrand, now known as PriceWaterhouseCoopers 1976-1979) and had been employed as financial controller of various companies including a Hong Kong listed company Great China Holdings Ltd. (Stock Code: 141) as well as a major subsidiary of a multinational organisation (Leslie Fay Inc.). Since July 2000 and up to present, Mr Li has been the Qualified Accountant and the Company Secretary of Shanghai Fudan Microelectronics Group Company Limited (Stock Code: 8102). Mr Li was an independent non-executive director and an executive director of Madex International (Holding) Limited (Stock Code: 231) (Formerly known as Dynamic Global Holdings Limited), from 9 September 2004 to 6 July 2005 and from 6 January 2006 to 30 June 2009 respectively. Mr. Li is also a certified public accountant (practicing) and a director of a Hong Kong accounting firm (Cheng & Cheng Ltd. CPA, 2007 – present). Mr. Li was also the joint company secretary of Ausnutria Dairy Corporation Ltd (Stock Code: 1717), from 19 September 2009 to 30 June 2010.

If elected, Mr. Li will receive a remuneration of HK$130,000 per annum (tax inclusive) and will be subject to the approval of the Shareholders at the EGM, such remuneration is determined with reference to his duties and responsibilities with the Company and the prevailing market rate. The actual expenses arising from executing duties by Mr. Li as the independent non-executive Director will be reimbursed by the Company

The term of office of each of the above candidates for Directors, if elected, will be three years commencing on the day upon the approval at the EGM, i.e., 14 October 2011 and ending on 13 October 2014. If elected, the Company will arrange service contracts to be signed with the newly-elected Directors.

As at the Latest Practicable Date, none of the above candidates for Directors have any interest in the shares of the Company within the meaning of Part XV of the SFO. They have not been subject to any public sanctions by statutory or regulatory authority.

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APPENDIX II PROFILES OF CANDIDATES OF DIRECTORS AND SUPERVISORS

Save as disclosed above, the above candidates for Directors have not held any directorships in any other public listed companies in the past three years and do not have any other relationship any Directors, senior management, substantial or controlling Shareholders (as defined in the Listing Rules) of the Company. Save as disclosed above, there are no other matters concerning the proposed appointments of the above candidates as Directors that need to be brought to the attention of the Shareholders or the Stock Exchange and there are no other matters which shall be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

SUPERVISORS

Candidates for Supervisors

Ms. Chen Yuping (陳玉萍) , aged 47, was an independent Supervisor of the first session of the Supervisory Committee from 12 June 2006 to 13 October 2008 and has been an independent Supervisor of the second session of the Supervisory Committee since 14 October 2008 and up to present. Ms. Chen majored in industry economics and obtained a Bachelor’s degree in economics from Xinjiang University of Finance and Economics (新疆財經大學) (previously known as Xinjiang Institute of Finance and Economics (新疆財經學院)) in July 1985 and a Master’s degree in business administration from Oklahoma City University (奧克 拉荷馬城大學) in the U.S.A. in June 1989. Since July 1985, Ms. Chen has been teaching in the Faculty of Business Administration of Xinjiang Institute of Finance and Economics. 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 as the associate professor in July 1996. From January 2000 to September 2000, she studied in Nyenrode Business Universiteit in Netherlands when she was involved in 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 (新疆財經大學) from October 2007 to January 2011. She has been the head of the Student Registry of Xinjiang University of Finance and Economics since January 2011.

If elected, Ms. Chen’s remuneration will be RMB40,000 per annum (tax inclusive) in accordance with the service contract and will be subject to the approval by the Shareholders at the EGM, such remuneration is determined with reference to her remuneration in the past term, the prevailing market rate and the expansion of the scale of the Company. The actual expenses arising from executing duties by Ms. Chen as the independent Supervisor will be reimbursed by the Company.

Mr. Hu Zhijiang (胡志江) , aged 66, was an independent Supervisor of first session of the Supervisory Committee from 12 June 2006 to 13 October 2008 and has been an independent Supervisor of the second session of the Supervisory Committee since 14 October 2008 and up to present. He is a qualified senior accountant and practising accountant in the PRC. Mr. Hu was a deputy head in the Agricultural Planning and Finance Section of the Finance Department of Xinjiang Uygur Autonomous Region (新疆維吾爾自治區財政廳) from 1992 to 1994. From 1994 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

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APPENDIX II PROFILES OF CANDIDATES OF DIRECTORS AND SUPERVISORS

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 (新疆維吾爾 自治區會計專業技術資格高級評審委員會). 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 (新疆維吾爾自治區會計學會) since 2002.

If elected, Mr. Hu’s remuneration will be RMB40,000 per annum (tax inclusive) in accordance with the service contract and will be subject to the approval by the Shareholders at the EGM, such remuneration is determined with reference to his remuneration in the past term, the prevailing market rate and the expansion of the scale of the Company. The actual expenses arising from executing duties by Mr. Hu as the independent Supervisor will be reimbursed by the Company.

Mr. He Pingtao (何平濤) , aged 39, studied at School of Business and Economics of Fujian Agricultural University (福建農業大學) with a major in Economy Management from September 1992 to July 1996, where he obtained a bachelor degree of Economics. He is currently a certified public accountant and a registered accountant in the PRC. Mr. He started his career in August 1996, had worked as Assistant Lecturer, Lecturer, research group head of Agricultural Economy and Deputy Chief of Agricultural Economy Department in Longyan Agricultural School of Fujian Province. He joined Zijin Mining Group Co. Ltd. (紫金礦業集 團) in November 2006, acted as the head of the supervising and auditing office in Fuyun Jinshan Mining Company Limited (富蘊金山礦冶有限公司) and the head of the supervising and auditing office of JV Zeravshan Limited Liability Company (塔吉克斯坦ZGC公司) in Tajikistan, and is currently the chairman of the Supervisory Committee of Zijin Mining Group Northwest Co., Ltd. (紫金礦業集團西北有限公司).

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

Employee’s representative Supervisors

Mr. Jiang Mingshun (姜明順)

Mr. Jiang’s remuneration will be RMB384,100 per annum (tax inclusive) in accordance with the service contract and will be subject to the approval by the Shareholders at the EGM, such remuneration is determined with reference to his remuneration in the past term, the prevailing market rate and the expansion of the scale of the Company. The actual expenses arising from executing duties by Mr. Jiang as the Supervisor will be reimbursed by the Company.

Mr. Sun Baohui (孫寶輝)

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

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APPENDIX II PROFILES OF CANDIDATES OF DIRECTORS AND SUPERVISORS

The term of office of the above candidates for Supervisors and the employee’s representative supervisors will be three years commencing on the day upon the approval at the EGM, i.e., 14 October 2011 and ending on 13 October 2014. If elected, the Company will arrange service contracts to be signed with the newly-elected Supervisors.

As at the Latest Practicable Date, none of the above candidates for Supervisors have any interest in the shares of the Company within the meaning of Part XV of the SFO. They have not been subject to any public sanctions by statutory or regulatory authority.

Save as disclosed above, the above candidates for Supervisors have not held any directorships in any public listed companies in the past three years and do not have any relationship with any Directors, senior management, substantial or controlling Shareholders (as defined in the Listing Rules) of the Company. Save as disclosed above, there are no other matters concerning the proposed appointments of the above candidates as Supervisors of the Supervisory Committee that need to be brought to the attention of the Shareholders and the Stock Exchange and there are no other matters which shall be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

==> picture [116 x 71] intentionally omitted <==

Xinjiang Xinxin Mining Industry Co., 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)

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 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”) 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 third 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 2011 for a term of three years until 13 October 2014.

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 2011 for a term of three years until 13 October 2014.

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 2011 for a term of three years until 13 October 2014.

5. 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.

6. 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.

* For identification purposes only

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• 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 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 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 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:

• 2.1 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 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 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 (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.

• 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.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• 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 THAT the director remuneration payable by the Company to Wang Lijin shall be RMB70,000 per annum (tax inclusive) be and is hereby approved.

• 3.9 THAT the 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.

• 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 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 (Note 5):

• 5.1 THAT the bonus remuneration payable to Yuan Ze shall be RMB133,600 (tax inclusive).

• 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).

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NOTICE OF EXTRAORDINARY GENERAL MEETING

• 5.4 THAT the bonus remuneration payable to Liu Jun shall be RMB106,800 (tax inclusive).

• 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 (Note 6):

• 6.1 THAT the adjusted remuneration payable to Yuan Ze shall be RMB533,600 per annum (tax inclusive).

• 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).

• To consider and approve other matters, if any.

SPECIAL RESOLUTION

1. To consider and approve the proposed amendments to the articles of association of the Company (Note 7).

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

Xinjiang, the PRC 26 August 2011

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

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

The register of members of the Company will be closed from Wednesday, 14 September 2011 to Friday, 14 October 2011 (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 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Monday, 12 September 2011. Shareholders of the Company whose names appear on the register of members of the Company at the opening of business on Friday, 14 October 2011 are entitled to attend the EGM.

2. 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 Friday, 23 September 2011. 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 17M 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.

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 3 hours. Shareholders and their proxies attending the meeting shall be responsible for their own travelling and accommodation expenses.

5. Basis for determining the bonus remuneration:

The bonus remuneration of each of the directors and supervisor set out in ordinary resolution numbered (5) of this notice of EGM is determined with reference to their respective contribution to the Company in 2010 in relation to the progress of technological renovation and expansion projects.

6. Basis for determining the adjusted remuneration:

The adjusted remuneration of each of the directors and supervisor set out in ordinary resolution numbered (6) of this notice of EGM is determined with reference to their respective remuneration in the past term, prevailing market rate and the expansion of the scale of the Company.

1. Please refer to Appendix I to the circular of the Company dated 26 August 2011 for details of the amendments to the articles of association.

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. Wang Lijin and Mr. Ng Yuk Keung.

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