Xinjiang Xinxin Mining Industry Co., Ltd. — Proxy Solicitation & Information Statement 2017

Aug 29, 2017

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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 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 am. on Friday, 13 October 2017 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 as set out in the notice convening the EGM; and 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	ORDINARY RESOLUTIONS	FOR(Note 5)	AGAINST(Note 5)	ABSTAIN(Note 5)
1.	To consider and approve each of the following matters in relation to the election of the executive directors, non-executive directors and independent non-executive directors of the fifth session of the board of directors of the Company (the “Board”):
	1.1 THATthe re-election of Mr. Guo Quan as an executive director of the Company be and is hereby approved, with effect from 14 October 2017 for a term of three years until 13 October 2020.
	1.2 THATthe election of Mr. Liu Jun as an executive director of the Company be and is hereby approved, with effect from 14 October 2017 for a term of three years until 13 October 2020.
	1.3 THATthe election of Mr. Zhang Guohua as a non-executive director of the Company be and is hereby approved, with effect from 14 October 2017 for a term of three years until 13 October 2020.
	1.4 THATthe re-election of Mr. Shi Wenfeng as a non-executive director of the Company be and is hereby approved, with effect from 14 October 2017 for a term of three years until 13 October 2020.
	1.5 THATthe re-election of Mr. Zhou Chuanyou as a non- executive director of the Company be and is hereby approved, with effect from 14 October 2017 for a term of three years until 13 October 2020.

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ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR(Note 5)	AGAINST(Note 5)	ABSTAIN(Note 5)
	1.6 THATthe re-election of Mr. Hu Chengye as a non-executive director of the Company be and is hereby approved, with effect from 14 October 2017 for a term of three years until 13 October 2020.
	1.7 THATthe election of Mr. Hu Benyuan as an independent non- executive director of the Company be and is hereby approved, with effect from 14 October 2017 for a term of three years until 13 October 2020.
	1.8 THATthe re-election of Mr. Wang Lijin as an independent non-executive director of the Company be and is hereby approved, with effect from 14 October 2017 for a term of three years until 13 October 2020.
	1.9 THATthe re-election of Mr. Li Wing Sum Steven as an independent non- executive director of the Company be and is hereby approved, with effect from 14 October 2017 for a term of three years until 13 October 2020.
2.	To consider and approve each of the following matters in relation to the election of the independent Supervisors and Shareholders’ representative Supervisor of the fifth session of the supervisory committee of the Company (the “Supervisory Committee”):
	2.1 THATthe re-election of Ms. Yao Wenying as an independent supervisor of the Company be and is hereby approved, with effect from 14 October 2017 for a term of three years until 13 October 2020.
	2.2 THATthe election of Mr. Meng Guojun as an independent supervisor of the Company be and is hereby approved, with effect from 14 October 2017 for a term of three years until 13 October 2020.
	2.3 THATthe re-election of Ms. Chen Rong as a Shareholders’ representative Supervisor of the Company be and is hereby approved, with effect from 14 October 2017 for a term of three years until 13 October 2020.
3.	To consider and approve each of the following matters in relation to the remuneration of all the newly-elected directors of the Board, in accordance with the service contracts:
	3.1 THATthere shall not be any director’s remuneration payable by the Company to Mr. Guo Quan be and is hereby approved. The remuneration payable to Mr. Guo Quan by the Company shall be determined in accordance with the remuneration scale and payment procedures in respect of his working position.
	3.2 THATthere shall not be any director’s remuneration payable by the Company to Mr. Liu Jun be and is hereby approved. The remuneration payable to Mr. Liu Jun by the Company shall be determined in accordance with the remuneration scale and payment procedures in respect of his working position.
	3.3 THATthere shall not be any director’s remuneration payable by the Company to Mr. Zhang Guohua be and is hereby approved.
	3.4 THATthere shall not be any director’s remuneration payable by the Company to Mr. Shi Wenfeng be and is hereby approved.

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Ordinary Resolutions	Ordinary Resolutions	FOR(Note 5)	AGAINST(Note 5)	ABSTAIN(Note 5)
	3.5 THATthere shall not be any director’s remuneration paid by the Company to Mr. Zhou Chuanyou be and is hereby approved.
	3.6 THATthere shall not be any director’s remuneration paid by the Company to Mr. Hu Chengye be and is hereby approved.
	3.7 THATthe director’s remuneration payable by the Company to Mr. Hu Benyuan is RMB70,000 per annum (tax inclusive) and is hereby approved.
	3.8 THATthe director’s remuneration payable by the Company to Mr. Wang Lijin is RMB70,000 per annum (tax inclusive) is hereby approved.
	3.9 THATthe director’s remuneration payable by the Company to Mr. Li Wing Sum Steven is HK$130,000 per annum (tax inclusive) and is hereby approved.
4.	To consider and approve each of the following matters in relation to the remuneration of all the newly-elected supervisors of the Supervisory Committee, in accordance with the service contracts:
	4.1 THATthere shall not be any supervisor’s remuneration payable by the Company to Mr. Yu Wenjiang be and is hereby approved. The remuneration payable to Mr. Yu Wenjiang by the Company shall be determined in accordance with the remuneration scale and payment procedures in respect of his working position.
	4.2 THATthere shall not be any supervisor’s remuneration payable by the Company to Mr. Li Jiangping be and is hereby approved. The remuneration payable to Mr. Li Jiangping by the Company shall be determined in accordance with the remuneration scale and payment procedures in respect of his working position.
	4.3 THATthe supervisor’s remuneration payable by the Company to Ms. Yao Qenying shall be RMB40,000 per annum (tax inclusive) be and is hereby approved.
	4.4 THATthe supervisor’s remuneration payable by the Company to Mr. Meng Guojun shall be RMB40,000 per annum (tax inclusive) be and is hereby approved.
	4.5 THATthere shall not be any supervisor’s remuneration payable by the Company to Ms. Chen Rong be and is hereby approved.
5.	To consider and approve the matters in relation to authorisation to the Board for the Chairman 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 such act to effect such matters.
6.	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.

Signature(s) [(Note 6)]

Dated this

date of 2017

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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 later than 11:00 a.m. on Thursday, 12 October 2017.

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).

PERSONAL INFORMATION COLLECTION STATEMENT

“Personal Data” in this statement has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 (“ PDPO ”) of the Laws of Hong Kong, which will include your name and mailing address.

Your Personal Data provided in this form may be used in connection with processing your appointment of proxy at Xinjiang Xinxin Mining Industry Co., Ltd.’s AGM and instructions. Your supply of Personal Data is on a voluntary basis. However, we may not be able to effect the appointment of your proxy and instructions unless you provide us with your Personal Data.

Your Personal Data will not be transferred to any third party, unless it is required to do so by law, for example, in response to a court order or a law enforcement agency’s request.

Your Personal Data will be retained for such period as may be necessary for our record, verification and notification purposes and will be destroyed 1 year after the AGM.

You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing by either of the following means:

By mail to: Personal Data Privacy Officer, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong

By e-mail to: hkinfo@computershare.com.hk

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