Xinjiang Xinxin Mining Industry Co., Ltd. — Proxy Solicitation & Information Statement 2014

Aug 26, 2014

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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)

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING

Number of shares to which this form of proxy relates [(Note 1)]

I/We [(Note 2)] of [(Note 3)]

of being the registered holder(s) H Shares in the share capital of Xinjiang Xinxin Mining Industry Co., Ltd. (Note 4)

being the registered holder(s)

(the “ Company ”) HEREBY APPOINT the Chairman of the meeting or 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 Saturday, 11 October 2014 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 consider and approve each of the following resolutions in relation to the electionof the executive directors, non-executive directors and independent non-executivedirectors of the fourth session of the board of directors of the Company (the “Board”):
	1.1THATthe re-election of Mr. Shi Wenfeng as an executive director of theCompany be and is hereby considered and approved, with effect from 14October 2014 for a term of three years until 13 October 2017.
	1.2THATthe re-election of Mr. Zhang Guohua as an executive director of theCompany be and is hereby considered and approved, with effect from 14October 2014 for a term of three years until 13 October 2017.
	1.3THATthe re-election of Mr. Lu Xiaoping as an executive director of theCompany be and is hereby considered and approved, with effect from 14October 2014 for a term of three years until 13 October 2017.
	1.4THATthe election of Mr. Guo Haitang as a non-executive director ofthe Company be and is hereby considered and approved, with effectfrom 14 October 2014 for a term of three years until 13 October2017.
	1.5THATthe re-election of Mr. Zhou Chuanyou as a non-executive director ofthe Company be and is hereby considered and approved, with effect from 14October 2014 for a term of three years until 13 October 2017.
	1.6THATthe election of Mr. Hu Chengye as a non-executive director of theCompany be and is hereby considered and approved, with effect from 14October 2014 for a term of three years until 13 October 2017.
	1.7THATthe re-election of Mr. Chen Jianguo as an independent non-executivedirector of the Company be and is hereby considered and approved, witheffect from 14 October 2014 for a term of three years until 13 October 2017.

• For identification purposes only

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	ORDINARY RESOLUTIONS	FOR(Note 5)	AGAINST(Note 5)	ABSTAIN(Note 5)
	1.8THATthe re-election of Mr. Wang Lijin as an independent non-executivedirector of the Company be and is hereby considered and approved, witheffect from 14 October 2014 for a term of three years until 13 October 2017.
	1.9THATthe re-election of Mr. 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 2014 for a term of three years until 13 October2017.
2.	To consider and approve each of the following resolutions in relation to the electionof the independent Supervisors and Supervisors representing shareholders of the fourthsession of the supervisory committee of the Company (the “Supervisory Committee”):
	2.1THATthe re-election of Ms. Chen Yuping as an independent supervisor ofthe Company be and is hereby considered and approved, with effect from 14October 2014 for a term of three years until 13 October 2017.
	2.2THATthe re-election of Mr. Hu Zhijiang as an independent supervisor ofthe Company be and is hereby considered and approved, with effect from 14October 2014 for a term of three years until 13 October 2017.
	2.3THATthe election of Mr. Guo Zhonglin as a supervisor representingShareholders of the Company be and is hereby considered and approved, witheffect from 14 October 2014 for a term of three years until 13 October 2017.
3.	To consider and approve each of the following resolutions in relation to theremuneration of all the newly-elected directors of the Board, in accordance with theservice contracts:
	3.1THATthere shall not be any director’s remuneration payable by the Companyto Mr. Shi Wenfeng be and is hereby approved. The remuneration payable toMr. Shi Wenfeng by the Company shall be determined in accordance with theremuneration scale and payment procedures in respect of his working position.
	3.2THATthere shall not be any director’s remuneration payable by the Companyto Mr. Zhang Guohua be and is hereby approved. The remuneration payableto Mr. Zhang Guohua by the Company shall be determined in accordancewith the remuneration scale and payment procedures in respect of his workingposition.
	3.3THATthere shall not be any director’s remuneration payable by the Companyto Mr. Lu Xiaoping be and is hereby approved. The remuneration payable toMr. Lu Xiaoping by the Company shall be determined in accordance with theremuneration scale and payment procedures in respect of his working position.
	3.4THATthere shall not be any director’s remuneration payable by the Companyto Mr. Guo Haitang be and is hereby approved.
	3.5THATthere shall not be any director’s remuneration paid by the Company toMr. Zhou Chuanyou be and is hereby approved.
	3.6THATthere shall not be any director’s remuneration paid by the Company toMr. Hu Chengye be and is hereby approved.
	3.7THATthe director’s remuneration payable by the Company to Mr. ChenJianguo is RMB70,000 per annum (tax inclusive) and is hereby approved.

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	ORDINARY RESOLUTIONS	FOR(Note 5)	AGAINST(Note 5)	ABSTAIN(Note 5)
	3.8THATthe director’s remuneration payable by the Company to Mr. Wang Lijinis RMB70,000 per annum (tax inclusive) is hereby approved.
	3.9THATthe director’s remuneration payable by the Company to Mr. Li WingSum Steven is HK$130,000 per annum (tax inclusive) and is hereby approved.
4.	To consider and approve each of the following resolutions in relation tothe remuneration of all the newly-elected supervisors of the SupervisoryCommittee, in accordance with the service contracts:
	4.1THATthere shall not be any supervisor’s remuneration payable bythe Company to Mr. Wang Haibang be and is hereby approved. Theremuneration payable to Mr. Wang Haibang by the Company shall bedetermined in accordance with the remuneration scale and paymentprocedures in respect of his working position.
	4.2THATthere shall not be any supervisor’s remuneration payable bythe Company to Mr. Sun Baohui be and is hereby approved. Theremuneration payable to Mr. Sun Baohui by the Company shall bedetermined in accordance with the remuneration scale and paymentprocedures in respect of his working position.
	4.3THATthere shall not be any supervisor’s remuneration payable by theCompany to Mr. Guo Zhonglin be and is hereby approved.
	4.4THATthe supervisor’s remuneration payable by the Company to Ms.Chen Yuping shall be RMB40,000 per annum (tax inclusive) be and ishereby approved.
	4.5THATthe supervisor’s remuneration payable by the Company to Mr.Hu Zhijiang shall be RMB40,000 per annum (tax inclusive) be and ishereby approved.
5.	To consider and approve the resolution in relation to authorise any director of theCompany on behalf of the Company to sign the service contracts with all newlyelected directors or supervisors upon such terms and conditions as the Board thinksfit, and to do all such act and things to effect such matters.
6.	To consider and approve other matters, if any.

Dated this

date of 2014

Signature(s) [(Note 6)]

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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.

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, 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.

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).

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