Xinjiang Xinxin Mining Industry Co., Ltd. — Proxy Solicitation & Information Statement 2018

Nov 5, 2018

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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)]]

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 Thursday, 20 December 2018 at 19th Level, Conference Room, Youse Building, No. 4 You Hao North Road, Urumqi, Xinjiang, 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	ORDINARY RESOLUTIONS	FOR(Note 5)	AGAINST(Note 5)	ABSTAIN(Note 5)
1.	THAT the Renewed Mutual Supply Agreement (as defined in the Announcement), a copy of which has been produced at the meeting marked “A” and initiated by the chairman of the meeting for identification purpose, as more particularly described in the Announcement and all the transactions contemplated thereunder, be and are hereby considered and approved. The directors of the Company be and are hereby authorised to do all acts and execute such documents as they in their sole and absolute discretion deem necessary, desirable or expedient in relation to the implementation of the above (if necessary);
2.	THAT the renewed annual caps for the provisions of the Construction Services (as defined in the Announcement), the Supporting and Ancillary Services (as defined in the Announcement) and the Company’s Products (as defined in the Announcement) under the Renewed Mutual Supply Agreement (as defined in the Announcement) for the three years ending 31 December 2021 be and are hereby considered and approved. The directors of the Company be and are hereby authorised to do all acts and execute such documents as they in their sole and absolute discretion deem necessary, desirable or expedient in relation to the implementation of the above (if necessary).
SPECIAL RESOLUTION		FOR(Note 5)	AGAINST(Note 5)	ABSTAIN(Note 5)
1.	To consider and approve the proposed amendments to the articles of association of the Company.

Signature(s) [(Note 6) ]

Dated this

date of 2018

• For identification purposes only

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 be related to all the shares of the Company 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 EGM. A tick in the relevant box indicates that the votes attached to all the shares that this form relates will be cast accordingly. The shares abstained will be counted in the calculation of the required majority.

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).

11. Unless otherwise defined, capitalised terms used in this proxy form shall have the same meanings as those defined in the announcement of the Company dated 26 October 2018 (the “ Announcement ”).

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 EGM 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 one year after the EGM.

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