Xinjiang Xinxin Mining Industry Co., Ltd. - Proxy Solicitation & Information Statement 2024

THE CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in the Company, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or the transferee or to the bank or stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.

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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)

CONTINUING CONNECTED TRANSACTION – RENEWED MUTUAL SUPPLY AGREEMENT PROPOSED RE-DESIGNATION OF DIRECTOR PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF THE SHAREHOLDERS’ GENERAL MEETING PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF THE BOARD OF DIRECTORS PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES OF THE SUPERVISORY COMMITTEE NOTICES OF 2024 EXTRAORDINARY GENERAL MEETING, 2024 DOMESTIC SHARE CLASS MEETING AND 2024 H SHARE CLASS MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

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A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders is set out on pages 27 to 28 of this circular. A letter from the Independent Financial Adviser containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 29 to 51 of this circular.

A notice convening an extraordinary general meeting and class meetings of Xinjiang Xinxin Mining Industry Co., Ltd. to be held in the order at Conference Room, Level 6, 501 Ronghe South Road, Cooperation District, Economic and Technological Development Zone, Urumqi, Xinjiang, the PRC on Friday, 20 December 2024 at 12:00 noon was despatched to the shareholders in the manner as they elect to receive corporate communications on 5 November 2024, and published on the website of the Stock Exchange at www.hkexnews.hk and the Company’s website at kunlun.wsfg.hk.

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

5 November 2024

For identification purposes only

CONTENT

		Pages
Definitions. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Independent Board Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		27
Letter from the Independent Financial Adviser. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		29
Appendix I –	General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	52
Appendix II –	Co mparison Table on the Amendments to the Articles of
	Association of Xinjiang Xinxin Mining Industry Co., Ltd.. . . . . . . . . . . .	57
Appendix III –	Co mparison Table on the Amendments to the Rules of
	Procedures of the Shareholders’ General Meeting of
	Xinjiang Xinxin Mining Industry Co., Ltd.. . . . . . . . . . . . . . . . . . . . . . . .	111
Appendix IV –	Co mparison Table on the Amendments to the Rules of
	Procedures of the Board of Directors of
	Xinjiang Xinxin Mining Industry Co., Ltd.. . . . . . . . . . . . . . . . . . . . . . . .	113
Appendix V –	Co mparison Table on the Amendments to the Rules of
	Procedures of the Supervisory Committee of
	Xinjiang Xinxin Mining Industry Co., Ltd.. . . . . . . . . . . . . . . . . . . . . . . .	114
Notice of 2024 Extraordinary General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		117
Notice of 2024 Domestic Share Class Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		121
Notice of 2024 H Share Class Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		124

– i –

DEFINITIONS

In this circular, unless the context otherwise require, the following expressions have the following meanings:

“Announcement” the announcement of the Company dated 1 November 2024 which includes details of, among others, the Renewed Mutual Supply Agreement
“Articles of Association” the articles of association of the Company
“Rules of Procedures of the the Rules of Procedures of the Shareholders’ General Meeting of Shareholders’ General Meeting” the Company
“Rules of Procedures of the Board of the Rules of Procedures of the Board of Directors of the Company Directors”
“Rules of Procedures of the the Rules of Procedures of the Supervisory Committee of the Supervisory Committee” Company
“Associate(s)” has the meaning ascribed to it under the Listing Rules
“Board” or “Board of Directors” the board of directors of the Company
“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 with limited liability, the H Shares of which are listed on the Stock Exchange
“Company’s Products” nickel cathode, copper cathode, copper concentrates, self-produced precious metals, sulphuric acid, water, electricity and other ancillary materials provided/to be provided by the Company to the Xinjiang Non-ferrous Group under the Existing Mutual Supply Agreement and the Renewed Mutual Supply Agreement
“connected person(s)” has the meaning ascribed to it under the Listing Rules
“Construction Services” construction-related services, including project design, construction and facilities installation provided/to be provided by the Xinjiang Non-ferrous Group to the Company under the Existing Mutual Supply Agreement and the Renewed Mutual Supply Agreement

– ii –

DEFINITIONS

“Director(s)”
“EGM”
“Domestic Share Class Meeting”
“H Share Class Meeting”
“Class Meetings”
“Existing Mutual Supply Agreement”
“Fukang Refinery”
“Group”
“H Share(s)”
“Hong Kong”

one or all of the director(s) of the Company

the 2024 extraordinary general meeting of the Company (or any adjournment thereof) to be held on Friday, 20 December 2024 at 12:00 noon at Conference Room, Level 6, 501 Fusion South Road, Cooperation Zone, Economic and Technological Development Zone, Urumqi, Xinjiang, the PRC

the 2024 Domestic Share Class Meeting of the Company (or any adjournment thereof) to be held at 1:30 p.m. on Friday, 20 December 2024 (or immediately after the conclusion of the EGM or any adjournment thereof) at Conference Room, Level 6, 501 Fusion South Road, Cooperation Zone, Economic and Technological Development Zone, Urumqi, Xinjiang, the PRC
the 2024 H Share Class Meeting of the Company (or any adjournment thereof) to be held at 2:00 p.m. on Friday, 20 December 2024 (or immediately after the conclusion of the EGM and Domestic Share Class Meeting or any adjournment thereof) at Conference Room, Level 6, 501 Fusion South Road, Cooperation Zone, Economic and Technological Development Zone, Urumqi, Xinjiang, the PRC
2024 Domestic Share Class Meeting and 2024 H Share Class Meeting of the Company
the master mutual supply agreement dated 29 October 2021 entered into between the Company and Xinjiang Non-ferrous in respect of the mutual provision of production supplies and ancillary services
the refinery located in Fukang, Xinjiang where Fukang Branch of the Company (阜康冶煉廠) carries out its business activities
the Company and its subsidiaries
overseas listed foreign share(s) in the ordinary share capital of the Company with a nominal value of RMB0.25 each subscribed for and traded in Hong Kong dollars and listed on the Stock Exchange
the Hong Kong Special Administrative Region of the PRC

– iii –

DEFINITIONS

“Independent Board Committee”

an independent committee of the Board comprising the independent non-executive Directors, namely Mr. Hu Benyuan, Mr. Huang Yong and Mr. Lee Tao Wai, to advise the Independent Shareholders in respect of the procurement of the Construction Services, the Supporting and Ancillary Services and the supply of the Company’s Products under the Renewed Mutual Supply Agreement and the Renewed Annual Caps

“Independent Financial Adviser” or “Crescendo Capital”
Crescendo Capital Limited, a corporation licensed to carry out type 6 regulated activities (advising on corporate finance) under the SFO, and the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the procurement of the Construction Services and the supply of the Company’s Products under the Renewed Mutual Supply Agreement and the Renewed Annual Caps
“Independent Shareholders”
in respect of the transactions for the procurement of the Construction Services, the Supporting and Ancillary Services and the supply of the Company’s Products under the Renewed Mutual Supply Agreement, shareholders of the Company other than Xinjiang Non-ferrous and its Associates
“Independent Third Party(ies)” third party independent of and not connected with the Company and its connected persons
“Kalatongke Mining”
Xinjiang Kalatongke Mining Company Limited, a wholly-owned subsidiary of the Company with business activity of operating a mine of nickel and copper
“Latest Practicable Date”
1 November 2024, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular
“Listing Rules”
the Rules Governing the Listing of Securities on the Stock Exchange
“NDRC”
National Development and Reform Commission (中華人民共和國國家發展和改革委員會）

– iv –

DEFINITIONS

“PRC” the People’s Republic of China (for the purpose of this circular, excluding Hong Kong, Taiwan and the Macau Special Administrative Region of the PRC) “Renewed Annual Cap(s)” the annual cap(s) for the provision of the Construction Services, the Supporting and Ancillary Services and the Company’s Products under the Renewed Mutual Supply Agreement for the three years ending 31 December 2027

“Renewed Mutual Supply the master mutual supply agreement dated 1 November 2024 Agreement” entered into between the Company and Xinjiang Non-ferrous in respect of the mutual provision of the Construction Services, the Supporting and Ancillary Services and the Company’s Products, details of which are set out in the Announcement

“RMB” Renminbi, the lawful currency of the PRC “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Stock Exchange” The Stock Exchange of Hong Kong Limited “subsidiary” has the meaning ascribed to it under the Companies Ordinance (Chapter 622 of the Laws of Hong Kong)

“Supporting and Ancillary Services” services provided/to be provided by the Xinjiang Non-ferrous Group to the Group under the Existing Mutual Supply Agreement and the Renewed Mutual Supply Agreement which include: (i) production supplies, transportation and supporting services: supplemental production materials (including copper concentrates, chemical materials, coal, coke and product packaging materials) and work safety products; (ii) storage, transportation and loading services: warehousing services in Beijing for the sales and distribution of nickel cathode to the Company’s end-customers in Beijing and its surrounding areas, Hebei province and the northeastern region of the PRC; transportation service for the delivery of materials including coke and coal; and (iii) other supporting and ancillary services: machinery repair and improvement; geological exploration in the mining areas

– v –

DEFINITIONS

“Xinjiang CNPC” China National Petroleum Corporation (中國石油天然氣集團公司), Xinjiang branch
“Xinjiang Non-ferrous” Xinjiang Non-ferrous Metal Industry (Group) Ltd.* (新疆有色金屬工業（集團）有限責任公司), a wholly state-owned enterprise with limited liability and incorporated in the PRC, being one of the promoters and the controlling shareholder of the Company

“Xinjiang Non-ferrous Group” Xinjiang Non-ferrous and its subsidiaries excluding the Company, its subsidiaries and Associates

“Xinjiang Zhongxin” Xinjiang Zhongxin Mining Company Limited* (新疆眾鑫礦業有限責任公司), a non-wholly-owned subsidiary of the Company held as to 97.58% by the Company

“Yakesi” Xinjiang Yakesi Resources Co. Ltd* (新疆亞克斯資源開發股份有限公司), a wholly-owned subsidiary of the Company “%” per cent

For identification purposes only

– vi –

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. Qi Xinhui Mr. Chen Yin

Non-executive Directors:

Mr. Zhou Chuanyou Mr. Wang Lijian Ms. Chen Yang Mr. Hu Chengye

Independent Non-executive Directors:

Statutory address and principal place of business in the PRC: No. 501, Fusion South Road, Cooperation Zone, Economic and Technological Development Zone, Urumqi, Xinjiang

Registered office in Hong Kong: 9/F The Center 99 Queen’s Road Central Central, Hong Kong

Mr. Hu Benyuan Mr. Huang Yong Mr. Lee Tao Wai

5 November 2024

To the Shareholders

Dear Sir or Madam,

– 1 –

LETTER FROM THE BOARD

INTRODUCTION

Reference is made to the Announcement.

The purpose of this circular is:

(1) to give you details of the procurement of the Construction Services, the Supporting and Ancillary Services and the supply of the Company’s Products under the Renewed Mutual Supply Agreement and the Renewed Annual Caps;
(2) to set out the recommendation of the Independent Board Committee in respect of the procurement of the Construction Services, the Supporting and Ancillary Services and the supply of the Company’s Products under the Renewed Mutual Supply Agreement and the Renewed Annual Caps;
(3) to set out the letter of advice from Crescendo Capital to the Independent Board Committee and the Independent Shareholders in respect of the procurement of the Construction Services, the Supporting and Ancillary Services and the supply of the Company’s Products under the Renewed Mutual Supply Agreement and the Renewed Annual Caps.
(4) to give you details of the proposed re-designation of Mr. Qi Xinhui as a non-executive Director.
(5) to give you details of the proposed amendments to the Articles of Association, Rules of Procedures of the Shareholders’ General Meeting, Rules of Procedures of the Board of Directors and Rules of Procedures of the Supervisory Committee.
(6) to give you details of notices of the 2024 EGM, 2024 Domestic Share Class Meeting and 2024 H Share Class Meeting.

RENEWED MUTUAL SUPPLY AGREEMENT

Date: 1 November 2024

Parties: The Company and Xinjiang Non-ferrous

Term: 1 January 2025 to 31 December 2027

Subject Matter

On 29 October 2021, the Company and Xinjiang Non-ferrous entered into the Existing Mutual Supply Agreement in respect of the mutual provision of the Construction Services, the Supporting and Ancillary Services and the Company’s Products. The Existing Mutual Supply Agreement will expire on 31 December 2024.

– 2 –

LETTER FROM THE BOARD

On 1 November 2024, the Company and Xinjiang Non-ferrous entered into the Renewed Mutual Supply Agreement in respect of the continuing provision of the Construction Services, the Supporting and Ancillary Services and the Company’s Products.

Term

The principal terms of the Renewed Mutual Supply Agreement include the followings:

the Renewed Mutual Supply Agreement is for a term commencing from 1 January 2025 and ending on 31 December 2027 which may be renewed upon agreement by Xinjiang Non-ferrous and the Company, subject to the approval by the Stock Exchange and/or the Independent Shareholders, if applicable;
the Company and the Xinjiang Non-ferrous Group are at liberty to procure from or provide to any Independent Third Party any of the required services and products save and except that Xinjiang Non-ferrous Group must provide the Company with services or supplies on terms no less favourable than those offered to any Independent Third Party;
each party of the Renewed Mutual Supply Agreement may terminate the mutual provision of products and services on not less than six months’ prior written notice. However, Xinjiang Nonferrous Group may not terminate its service if the Company has informed them by written notice that the Company is unable to obtain similar products and services from an Independent Third Party (save that the Company has provided written consent to the termination by Xinjiang Non-ferrous Group); and
the Renewed Mutual Supply Agreement is conditional and effective upon it having complied with the relevant Listing Rules and approved by the Independent Shareholders, if applicable.

The Xinjiang Non-ferrous Group has agreed to provide the Company with the Construction Services and the Supporting and Ancillary Services. The Company has agreed to provide the Company’s Products to Xinjiang Non-ferrous Group.

– 3 –

LETTER FROM THE BOARD

Consideration

The fees in relation to the products, supplies and services payable between the Company and Xinjiang Non-ferrous during the term of the Renewed Mutual Supply Agreement are determined principally by commercial negotiation between the parties according to the principles of fairness and reasonableness with reference to the market prices of the mutual supply services from time to time. Such transactions will be conducted in the ordinary and usual course of business of the Company, on normal commercial terms and on terms not less favourable to the Company than terms available to or from (as appropriate) Independent Third Parties.

In order to ensure that such principles are adhered to, the Company has adopted the following internal procedures:

(1) In respect of the supply of products/services by Xinjiang Non-ferrous Group under the Supporting and Ancillary Services, the relevant officer of the Finance Department will check the prices of such products under the relevant invoices issued by Xinjiang Non-ferrous Group and the Company and compare such prices with the prevailing market prices of such products if they are supplied by/ to other Independent Third Parties. The finance manager will check the aforementioned pricing comparison performed by the finance officer and the financial controller will only approve the relevant invoices after he has ensured that such prices will be on terms not less favourable to the Company than terms available to/from (as appropriate) Independent Third Parties.

Further, the internal audit department of the Company will perform regular audit of the invoices to/from Xinjiang Non-ferrous Group with reference to the prevailing market prices of the relevant products and ensure that the abovementioned principle is adhered to.

(2) In respect of the provision of Construction Services by Xinjiang Non-ferrous Group, the service fees payable will be determined with reference to the prevailing market prices under general commercial terms. Pursuant to the internal guidance of the Company on the construction projects, the Company is required to select service providers for all major construction projects, including the technical improvement projects, through an open tender process (the “ Tendering Process ”), through which the price and terms of services offered by the vendors will be compared and the service contracts will be awarded to vendor(s) which offer(s) the best price and/or terms of service. In addition to the tender from Xinjiang Non-ferrous Group, there will be at least two or more valid tenders to be obtained from Independent Third Parties for a comparable volume and similar service.

– 4 –

LETTER FROM THE BOARD

In accordance with the Tender and Bidding Law of the People’s Republic of China (《中華人民共和國招標投標法》), the Implementation Regulations of the Tender and Bidding Law of the People’s Republic of China(《中華人民共和國招標投標法實施條例》) and other relevant laws and regulations, the Company entrusted a qualified bidding agency to organize and handle bidding matters. The tender and bidding procedures are as follows:

(a) Preparing tender documents; (b) Publishing tender notices on public service platforms such as China Tendering and Bidding Public Service Platform (http://cebpubservice.cn) and China Tendering and Procurement Network (https://www.gc-zb.com); (c) Applying for bidding by bidders; (d) Releasing tender documents, drawings and other relevant information to bidders; (e) Organizing bidders to visit the site and answering questions about the bidding documents according to the actual situation and requirements of such project; (f) Establishing the tender evaluation committee; according to the project’s nature and actual needs, the expert members of the tender evaluation committee shall be determined by selecting from a list of experts regarding the relevant professions in the pool of bid evaluation experts. In order to ensure the impartiality and authority of the tender evaluation committee that has a reasonable knowledge structure and high-quality members as much as possible, and pursuant to the relevant requirements of laws and regulations, the tender evaluation committee shall be composed of representatives of the bidders and experts in the relevant fields of technology and economy. The number of members shall be five or more in an odd number, and the number of technological and economic experts shall not be less than 2/3 of the total number of members; (g) Convening the tender evaluation to examine the tender documents, and conducting qualification reviews on bidders; if there are less than 3 bidders, the tender shall not be started, and the bidding agent will publish tender notices again; if there are still less than 3 bidders, the tender may be replaced by competitive negotiation, competitive negotiation and single-source negotiation to determine the successful bidder; (h) Organizing tender evaluation to determine the successful bidder; the bidders shall be scored by the tender evaluation committee on the basis of the same objective selection criteria such as qualification, resources, experience and technical expertise of the tenders, reputation and quality of work and pricing and terms of service, then ranked according to the evaluation results in descending order, and the bidder who receives the highest score will be the first candidate of successful bidder recommended by the tender evaluation committee. If the first candidate of successful bidder surrenders the right for winning the bid, or is unable to to perform the contract due to force majeure, or fails to pay the performance bond within the stipulated period as agreed in the tender documents, the tenderer may determine the second-ranked candidate as the successful bidder according to the score rankings. By analogy, if the second-ranked candidate of successful bidder fails to sign the contract with the tenderer due to the aforementioned reasons, the tenderer may successively determine the third-ranked candidate as the successful bidder. If the difference between the successful candidate identified in the order of priority and the requirements of the tender project is expected to be larger, or if it is obviously unfavourable to the tenderer, the tenderer will re-tender; (i) the bidding agent will release the bid winning result and make a announcement on public service platforms such as China Tendering and Bidding Public Service Platform (http://cebpubservice.cn) and China Tendering and Procurement Network (https://www. gc-zb.com); (j) issuing the notice of successful bidding by the bidding agent; (k) the entering into of a contract between the tenderer and the successful bidder.

– 5 –

LETTER FROM THE BOARD

Pricing Policies

The mutual supply services will be provided according to the following pricing policies in order of priority and to be settled on a monthly basis:

the State-prescribed price (國家指定價) (including any price prescribed by any relevant local government), if applicable;
where there is no State-prescribed price, then the State-guidance price (國家指導價);
where there is neither a State-prescribed price nor a State-guidance price, the market price which is determined by (i) the price offered by an Independent Third Party for providing similar services in an area where such supporting services are provided under general commercial terms, or (ii) where not applicable, the market price offered by an Independent Third Party for providing similar services in the PRC under general commercial terms;
where none of the above is applicable, the price shall be determined by the cost-plus method, parties to determine price based on reasonable costs (Note) incurred by them in providing the services plus a profit margin of not more than 5% of such reasonable costs (Note) ; and
the Company and Xinjiang Non-ferrous will ensure that any specific agreements which set out the specific terms and conditions for the provision of any such services are entered into between the parties in accordance with the terms and conditions of the Renewed Mutual Supply Agreement.
Note: The profit margin of not more than 5% is arrived at after negotiation between the parties and the reasonable costs are the costs (including relevant taxes and surcharges) as calculated under the Accounting Standards for Business Enterprises of the PRC and the Directors are of the view that such profit margin is fair and reasonable.

In respect of the provision of Construction Services by Xinjiang Non-ferrous Group, the service fees payable will be determined with reference to the price as determined by the Tendering Process. For details of the Tendering Process, please refer to the paragraph headed “Consideration” above.

– 6 –

LETTER FROM THE BOARD

In respect of the provision of Supporting and Ancillary Services by Xinjiang Non-ferrous Group, the fees payable by the Company will be determined according to the following pricing policy:

transportation services:
supply of gasoline and diesel:

The best bid price as determined by the Tendering Process State-prescribed price

supply of coal and coke, production indirect and supplementary materials, packaging materials, parts and services for machinery repairs and maintenance; and labor safety and protection and sundry supplies:

The best bid price as determined by the Tendering Process

State-prescribed prices for gasoline and diesel are updated by the Xinjiang CNPC (新疆中石油) based on the notice published by the NDRC from time to time depending on the changes in the international oil and gas market prices. As at the Latest Practicable Date, the State-prescribed prices for gasoline and diesel are RMB7.35/liter for No. 92 gasoline, and RMB6.99/liter for No. 0 diesel.

Since none of the previous transactions regarding the Supporting and Ancillary Services and the Company’s Products were transacted based on the cost-plus method as all the Supporting and Ancillary Services and the Company’s Products have a State prescribed price, a State-guidance price or a market price (as appropriate), the Company expects that the prices of the Supporting and Ancillary Services and the Company’s Products would continue to be determined by reference to the best bid price under the Tendering Process and in compliance with the State-prescribed price or the State-guidance price, if any, in the future.

The Company will provide the Company’s Products to Xinjiang Non-ferrous Group at market prices which are to be determined as afore-mentioned. Since the prices of all the existing Company’s Products can be determined with reference to the prevailing market prices, the Company expects that the pricing of the supply of the Company Products will not be based on the cost-plus method. Up to and as at the Latest Practicable Date, State-prescribed price and State-guidance price have never been applicable to the Company’s Products as they have never been included in any category for the State-prescribed price or the State-guidance price.

– 7 –

LETTER FROM THE BOARD

Internal Control Measures Relating to Pricing Policies

For Construction Services and Supporting and Ancillary Services under the Renewed Mutual Supply Agreement, the engineering department or the user department of the subsidiaries of Company and its designated persons will obtain quotations or tenders of the services from at least two independent third parties for a comparable volume and similar services and ascertain the pricing of the quotations or tenders of the suppliers according to the above pricing policy. The service price of each service and contract price of each construction contract will be reviewed and be approved by the head of the engineering department of the subsidiaries of the Company for preparation of the final contracts. Individual contracts for construction projects and Supporting and Ancillary Services under the Renewed Mutual Supply Agreement are reviewed and approved by the general manager of the Company or the subsidiaries.

For the sales of the Company’s Products to Xinjiang Non-ferrous Group under the Renewed Mutual Supply Agreement, the sales department of the Company and its designated persons will submit the sales orders to the Finance Department of the Company with the required quantities who will then check into the spot rates of the metal products from Shanghai Yangtze River Non-ferrous Metals Spot Market (official website: www.ccmn.cn長江有色金屬網) and the relevant future prices quoted on Shanghai Futures Exchange* for preparation of formal sales invoices. Upon the receipt of payments from the customers, the Finance Department will acknowledge the sales department for preparation of the goods delivery notes for warehouse to deliver products to customers.

In relation to the Shanghai Yangtze River Non-ferrous Metals Spot Market, reference prices and their determination method are published by the SMM Information & Technology Co., Ltd. (上海有色網信息科技股份有限公司, “SMM”), a leading comprehensive service provider in the non-ferrous metals industry and are currently made available via the website https://www.smm.cn/. The reference prices are updated at 10:30 a.m. on every working day, and are presented both in terms of (i) price range; and (ii) average price in RMB per unit by category of the relevant metal. SMM formulates relevant determination method for the reference prices it publishes and all reference prices are determined and published in strict accordance with such methodology. SMM obtains the data for evaluation of relevant metal spot prices through collection of samples (i.e. collection of raw data from samples which comply with the SMM standards) and determines the reference prices pursuant to the rules of the methodology and the calculation based on the formula. Such samples are collected from the representative market participants, including manufacturers, traders and etc. In considering the data collected, SMM will take into account the circumstances of each transaction, including the relationship between the parties, market supply and demand, the brand, specifications and quality of the product transacted, freight and payment terms, and etc..

In relation to the Shanghai Futures Exchange, reference prices are published by the Shanghai Futures Exchange, which is regulated by the China Securities Regulatory Commission. Reference prices are made available via the website https://www.shfe.com.cn/and are determined based on real-time trading price quoted on the Shanghai Futures Exchange. Reference prices are presented in RMB per unit by category of the relevant metal. Trading prices are updated in real time during the trading period on every trading day, with a summary of settlement price updated at 3:00 p.m. on every trading day.

– 8 –

LETTER FROM THE BOARD

Quotations or tenders of the Construction Services and Supporting and Ancillary Services, payments of material requests, collections of sales invoices and goods delivery notes are subject to the internal audit procedures of the Company on a periodical basis.

For the supply of Supporting and Ancillary Services, that is, transportation services, and supply of coal and coke, production indirect and supplementary materials, packaging materials, parts and services for machinery repairs and maintenance; and labour safety and protection and sundry supplies, the user department of the subsidiaries of the Company and its designated persons will submit material request forms or purchase orders of services to the Finance Department of the subsidiaries of the Company with the required quantities who will then conduct check on the prevailing market price and/or the unit price of similar products or services to be purchased from other independent third parties in order to ensure the actual price of the Supporting and Ancillary Services would be determined on normal commercial terms and on terms not less favourable to the Company than terms offered by Independent Third Parties. Different levels of the Finance Department of the Company would also perform independent checks on the unit price charged by the Xinjiang Non-ferrous Group and compare such price with the prevailing market price and/or the unit price of similar products to be purchased from other Independent Third Parties during the relevant period before payment is made. For the supply of gasoline and diesel, the unit prices will be checked against the State-prescribed prices given by the Xinjiang CNPC. The internal audit department of the Company would perform audit of the invoices to/from Xinjiang Non-ferrous Group with reference to the prevailing market prices and the State-prescribed prices of the relevant products and ensure that the above internal procedures were adhered to.

For the supply of geological exploration service in the mining areas by Xinjiang Non-ferrous Group, if any, the pricing policy is the prevailing market price through the tender process which is the same as that of the supply of Construction Services. The internal control measures relating to the pricing policy in respect of geological exploration would be the same as that of the supply of Construction Services.

– 9 –

LETTER FROM THE BOARD

In respect of sales of the Company’s Products to Xinjiang Non-ferrous Group, which mainly consist of copper cathode, copper concentrates and other products, and in order to ensure each sales transaction will be on terms no more favourable to Xinjiang Non-ferrous Group than to other Independent Third Parties, the pricing of each sales transaction is determined by the Sales Department based upon the spot price of the product from Shanghai Yangtze River Nonferrous Metals Spot Market and the relevant future prices quoted on Shanghai Futures Exchange and be approved by the Sales Department manager and checked by the Finance Department manager and final approved by the Marketing Management Committee of the Company. The Marketing Management Committee of the Company consists of the general manager, financial controller and the managers of the Sales Department and the Finance Department of the Company.

Accordingly, the Directors believe that the above methods and procedures can ensure that the relevant continuing connected transactions will be conducted in accordance with the terms (including pricing policy) provided under the Renewed Mutual Supply Agreement and such transactions will be conducted on normal commercial terms and in the interest of the Company and shareholders as a whole.

Historical figures

The fees paid by the Group to Xinjiang Non-ferrous Group in relation to the provision of Construction Services and the Supporting and Ancillary Services by Xinjiang Non-ferrous Group and the fees received by the Group for the provision of Company’s Products to the Xinjiang Non-ferrous Group under the Existing Mutual Supply Agreement for each of the two years ended 31 December 2023 and the six months ended 30 June 2024 are set out below:

	Transaction	Transaction	Transaction
	amounts for the	amounts for the	amounts for the
	year ended	year ended	six months ended
	31 December 2022	31 December 2023	30 June 2024
	(RMB’000)	(RMB’000)	(RMB’000)
The Construction Services fees under the Existing	80,959	160,313	11,129
Mutual Supply Agreement	(Annual cap:	(Annual cap:	(Annual cap:
	291,790)	204,720)	117,090)
The Supporting and Ancillary Services fees under	52,178	54,020	14,967
the Existing Mutual Supply Agreement	(Annual cap:	(Annual cap:	(Annual cap:
	113,633)	119,013)	127,455)
The Company’s Products fees received under the	101,650	138,955	224,649
Existing Mutual Supply Agreement	(Annual cap:	(Annual cap:	(Annual cap:
	176,229)	201,442)	797,739*)

These annual caps were revised and approved at the annual general meeting of the Company held on 31 May 2024.

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LETTER FROM THE BOARD

For the six months ended 30 June 2024, the annual cap utilization rates for (a) the Construction Services fees; and (b) the Supporting and Ancillary Services fees under the Existing Mutual Supply Agreement were relatively low, which was primarily due to the fact that such fees were not yet due for settlement.

The breakdown of the Company’s Product fees for the years 2022 and 2023, as well as the six months ended 30 June 2024 is as follows:

Copper concentrates Copper cathode Sulfuric acid Alloy gold Water slag and copper leach tailings Water, electricity and other materials Total	For the years ended 31 December 2022 RMB’000 (approximately) 39,930 29,716 4,775 7,050 15,820 4,359 101,650	For the years ended 31 December 2023 RMB’000 (approximately) 65,870 24,003 1,487 25,017 20,544 2,034 138,955	For the six months ended 30 June 2024 RMB’000 (approximately) – 208,801 194 9,798 4,483 1,373 224,649

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LETTER FROM THE BOARD

Proposed Annual Caps

The Directors have considered and proposed the following annual caps in respect of the services fees under the Renewed Mutual Supply Agreement:

For the years ending 31 December	2025	2026	2027
	(RMB’000)	(RMB’000)	(RMB’000)
Annual caps for the Construction Services
fees under the Renewed Mutual Supply
Agreement	143,400	133,900	134,100
Annual caps for the Supporting and Ancillary
Services fees under the Renewed Mutual
Supply Agreement	167,262	171,075	174,556
Annual caps for the Company’s Products
fees under the Renewed Mutual Supply
Agreement	757,481	746,422	778,402

In determining the above annual caps for the three years ending 31 December 2027 under the Renewed Mutual Supply Agreement, the Directors have taken into account (i) the historical transaction amounts for the Construction Services fees, the Supporting and Ancillary Services fees and the Company’s Products fees for the two years ended 31 December 2023 and six months ended 30 June 2024; (ii) the Company’s expansion plan and the increase in projects in relation to technology upgrades and environmental protection, leading to an increase in demand for the Construction Services; (iii) the anticipated increase in production volume of nickel cathode and copper cathode, thereby resulting in an increase in demand for the Supporting and Ancillary Services; (iv) the Company’s adjustments to the sales strategy for copper cathode to sell copper cathode collectively to Xinjiang Wuxin Copper Company Limited (“Wuxin Copper”, a subsidiary of Xinjiang Non-ferrous Group); and (v) the anticipated increase in prices of water, electricity, raw materials and finished goods in the next three years. The proposed annual caps for the Construction Services fees, the Supporting and Ancillary Services fees and the Company’s Products fees under the Renewed Mutual Supply Agreement for the three years ending 31 December 2027 as described above were determined based on the historical transaction amounts, the expected market conditions, the development trend in the non-ferrous metals industry, the expected supply of the Company’s Products and its production expansion plans for the next three years. For further details of the basis of each of the annual caps for the Construction Services fees, the Supporting and Ancillary Services fees and the Company’s Products fees under the Renewed Mutual Supply Agreement for the three years ending 31 December 2027, please refer to the sections below.

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LETTER FROM THE BOARD

(A) The Construction Services Fees

The Construction Services fees under the Existing Mutual Supply Agreement for the year ending 31 December 2024 are expected to be amounted to approximately RMB38.5 million. The annual caps for the Construction Services fees under the Renewed Mutual Supply Agreement for the years ending 31 December 2025, 2026 and 2027 are expected to be approximately RMB143.4 million, RMB133.9 million and RMB134.1 million, respectively. Compared to that of the year 2024, such increases are mainly attributable to (i) the increase in construction projects, which will be elaborated below; and (ii) the required construction for existing, planned and potential projects, expected construction progress and current market prices.

In assessing the annual caps for the Construction Services under the Renewed Mutual Supply Agreement, the Directors assumed the budgeted amounts as below:

For the years ending 31 December – Kalatongke Mining – Fukang Refinery – Potential projects Total	2025 RMB’000 (approximately) 28,400 86,000 29,000 143,400	2026 RMB’000 (approximately) 28,400 76,000 29,500 133,900	2027 RMB’000 (approximately) 28,400 76,000 29,700
			134,100

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LETTER FROM THE BOARD

Basis of determining the budgeted amounts for the new projects and existing projects

The table below sets forth the details of the budgeted amounts for the major projects in need of the Construction Services under the Renewed Mutual Supply Agreement:

	2025	2026	2027
	RMB’000	RMB’000	RMB’000
	(approximately)	(approximately)	(approximately)
Kalatongke Mining
Tail absorption engineering services and
environmental protection technology
upgrade project	2,900	2,900	2,900
Furnace repair and maintenance service
project	5,150	5,150	5,150
Sporadic civil engineering works and
maintenance and inspection	19,000	19,000	19,000
Fukang Refinery
High-efficiency environmental protection
electrolytic cell renovation projects	30,000	20,000	–
Sewage advanced treatment projects	30,000	20,000	–
Black nickel projects	10,000	–	–
Nickel grinding, netting system
expansion and copper smelting
ancillary renovation projects	–	–	60,000
Centrifuge pressurized pump technology
renovation projects	–	20,000	–
Sporadic civil engineering works and
maintenance and inspection	16,000	16,000	16,000
Potential projects
Sporadic civil engineering works and
maintenance and inspection of Yakesi	4,000	4,500	4,700
Environmental protection and energy-
saving technology upgrade and
improvement projects of Xinjiang
Zhongxin’s smelter	20,000	20,000	20,000
Sporadic civil engineering works
and maintenance and inspection of
Xinjiang Zhongxin	5,000	5,000	5,000

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LETTER FROM THE BOARD

(B) The Supporting and Ancillary Services Fees

The Supporting and Ancillary Services fees under the Existing Mutual Supply Agreement for the year ending 31 December 2024 is expected to be amounted to approximately RMB87.0 million. The annual caps for the Supporting and Ancillary Services fees under the Renewed Mutual Supply Agreement for the years ending 31 December 2025, 2026 and 2027 are expected to be approximately RMB167.3 million, RMB171.1 million and RMB174.6 million, respectively. Compared to that of the year 2024, the significant increases in the Supporting and Ancillary Services fees under the Renewed Mutual Supply Agreement for the three years ending 31 December 2027 are mainly attributable to (i) the expected increase in demand for ore mining services (including but not limited to ore mining, crushing, filling and maintenance services), transportation services and chemical materials with consideration of the expected increase in ore output and production volume of nickel cathode and copper cathode for the three years ending 31 December 2027; and (ii) the consideration of the increase in the prices of utilities including water and electricity, raw materials and other supporting and ancillary services in the next three years.

In assessing the annual caps for the Supporting and Ancillary Services under the Renewed Mutual Supply Agreement, the Directors assumed the budgeted amounts as below:

For the years ending 31 December Purchase of coke Purchase of quartz stone Purchase of chemical products Purchase of oil Purchase of water, electricity and materials Purchase of transportation services Purchase of other supporting and ancillary services Total	2025 RMB’000 (approximately) 14,000 3,001 43,200 4,951 20,425 60,413 21,272 167,262	2026 RMB’000 (approximately) 14,000 3,001 44,784 5,002 20,775 61,791 21,722 171,075	2027 RMB’000 (approximately) 14,000 3,001 46,320 5,006 21,125 62,942 22,162
			174,556

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LETTER FROM THE BOARD

(C) The Company’s Products Fees

The Company’s Products fees under the Existing Mutual Supply Agreement for the year ending 31 December 2024 is expected to be amounted to approximately RMB641.5 million. The annual caps for the Company’s Products fees under the Renewed Mutual Supply Agreement for the years ending 31 December 2025, 2026 and 2027 amounted to approximately RMB757.5 million, RMB746.4 million and RMB778.4 million, respectively. Compared to that of the year 2024, such increases are mainly attributable to the adjustments to the Company’s sales strategy for cathode copper to sell all cathode copper products to Xinjiang Wuxin Copper.

Adjustments to the sales strategy for copper cathode

References are also made to the announcement and circular dated 5 April 2024.

Due to the Company’s contemplated adjustment in the selling strategy in relation to its sale of copper cathodes since June 2024 in light of (i) market conditions in recent years resulting in adversity for the sale of the Company’s copper cathodes; and (ii) the viability of an alternative strategy for bulk sale of copper cathodes to Wuxin Copper described in detail below, the Company will sell all cathode copper products to Wuxin Copper.

Market conditions in recent years resulting in adversity for the sale of the Company’s copper cathodes

Copper cathodes are by-products from the production of nickel cathodes, the Company’s main product. However, as compared with the high-purity copper cathodes sold in the market, the Company’s copper cathodes are relatively lower in purity, resulting in the Company’s relatively weak bargaining power in the market.

Historically, the main customers of the Company for these by-products are small and mediumsized independent enterprises that process copper rods in the Xinjiang region. As the output of these by-products is relatively low and they are not high-purity copper cathodes, existing customers of the Company only use them as supplementary raw materials where there is a shortage of their copper raw material. As a result of the tightening of the domestic environmental protection measures, energy consumption control and other policy constraints, copper processing enterprises in the Xinjiang region continue to scale and intensify, small and medium-sized copper processing enterprises are gradually squeezed out. Consequentially, the number of customers of the Company’s copper cathodes has been declining year by year.

Such market conditions, coupled with the Company’s limited bargaining power for selling copper cathodes, may adversely affect the Company’s sales prospect for copper cathodes in the Xinjiang region.

– 16 –

LETTER FROM THE BOARD

Viability of an alternative strategy for bulk sale of copper cathodes to Wuxin Copper

Having acknowledged the market conditions described above, the Directors have sought an alternative selling strategy of bulk sale of copper cathodes to Wuxin Copper for the Company after considering the following factors:

(1) Wuxin Copper is in a better position to market and sell copper cathodes and in turn is expected to provide a stable demand for copper cathodes at a fair price for the Company.

Wuxin Copper is the largest copper smelting, processing and sales enterprise in the Xinjiang region. It produces high purity copper cathodes with a copper content of more than 99.99%. In addition to having a relatively more comprehensive and well-developed sales system in China for copper products, Wuxin Copper also maintains a prominent position in the copper product market in the Xinjiang region. As such, leveraging on its market position and bargaining power, Wuxin Copper is in a better position to market and sell copper cathodes.

The prices of copper cathodes sold by the Company to the Xinjiang Non-ferrous Group under the Revised Mutual Supply Agreement are determined based upon the spot prices of the product from Shanghai Yangtze River Nonferrous Metals Spot Market and the relevant future prices quoted on Shanghai Futures Exchange. Therefore, the prices at which the Company’s copper cathodes are sold to Wuxin Copper will be fixed with reference to such market prices.

For the above reasons, the bulk sale of all of the Company’s copper cathodes to Wuxin Copper is expected to provide a stable demand for these copper cathodes at a fair price for the Company.

(2) Bulk sale of the Company’s copper cathodes allows saving on marketing expenses and administrative costs

The Company’s copper cathodes are mainly by-products of its nickel products and primarily serve the purpose of meeting customers’ demand for supplementary raw materials. As at the Latest Practicable Date, the Company has not established a mature and comprehensive sales system or sales channels for copper cathodes outside the Xinjiang region. If the Company is to build such sales system or sales channels, marketing expenses and administrative costs would increase accordingly, leading to uncertainties in the profitability of the Company for the sales of copper cathodes.

On the other hand, through the bulk sale of all the Company’s copper cathodes to Wuxin Copper, the Company would be able to save on marketing expenses and administrative costs for sales of the Company’s copper cathodes and avoid incurring the expenses for developing markets outside the Xinjiang region.

– 17 –

LETTER FROM THE BOARD

Taking into account the market conditions in recent years, as well as all the factors identified above, the Company intends to sell all of the copper cathodes produced from its operation to Wuxin Copper. The Directors believe that the above adjustment to the Company’s strategy would facilitate the sale of the Company’s copper cathodes and maintain profitability, and therefore is in the interest of the Company and its Shareholders as a whole.

In assessing the annual caps for the sales of the Company’s Products under the Renewed Mutual Supply Agreement, the Directors assumed (i) the increase in the market prices of the Company’s Products, in particular: copper concentrates and copper cathode, which was based on the analysis of historical market prices of copper for the past ten years and the projection of copper market prices for the next three years as illustrated in the table below, demonstrating in an upward trend of copper market prices since 2020, and (ii) the increase in budgeted amounts as below:

For the years ending 31 December Sales of copper cathode Sales of other Company’s Products Total	2025 RMB’000 (approximately) 682,301 75,180 757,481	2026 RMB’000 (approximately) 667,898 78,524 746,422	2027 RMB’000 (approximately) 696,438 81,964
			778,402

The table below sets forth the Directors’ assumption of the budgeted sales volume and the projected market unit price of copper cathode:

	2024	2025	2026	2027
	forecast	budget	budget	budget
Sales of copper cathode (tonnes)	9,052	10,280	10,063	10,493
Unit price (RMB per tonne)	67,585	66,372	66,372	66,372

Note: all unit prices of commodities are stated excluding tax.

– 18 –

LETTER FROM THE BOARD

Forecasted high volatility in copper price

The proposed annual caps for the Company’s Products fees are based on the assumption that the market price of copper cathode products will be RMB66,372 per tonne over the next three years. Given that the copper market price has increased significantly since 2024 and is at a relatively high level compared to the past decade, there is uncertainty in the continuous increase in the copper market price. Furthermore, taking into account the impact of the complex international and domestic political and economic environment, as well as changes in the monetary policies of major countries, in order to reserve a certain buffer to deal with fluctuations in copper market prices, the Company has evaluated the annual caps for the sales of the Company’s Products under the Renewed Mutual Supply Agreement based on the principle of objectivity and prudence, assuming that the market price for cathode copper products will remain at RMB66,372 per tonne for the three accounting years from 2025 to 2027. Therefore, such budgeted transaction amount only represents the maximum amount that the Company and Xinjiang Non-ferrous Group can trade during the relevant period, and the actual sales price of cathode copper to be received will be determined by the prevailing market price at the time of the transaction.

The Company has taken into account a potential upturn of copper market prices in arriving at the annual caps of the Company’s Products fees which is basically consistent with the overall view of the major copper industry players (for example, the vice general manager of sales department of Xinjiang Wuxin Copper Industry Company Limited (新疆五鑫銅業有限責任公司), the largest copper cathode producer and supplier in Xinjiang). During the budget process, in addition to the internal analysis of historical copper price, the Board also made reference to the followings: (i) in June 2024, analysts of Citibank, N.A. released a report, stating that they were generally optimistic about the prospects of the copper market and they expected copper prices to consolidate at current levels in the short term amidst a renewed weakening in the manufacturing industry, but with the start of a rate cut cycle by the Federal Reserve and the full release of China’s supportive policies, copper prices may rebound to US$12,000 per tonne in the next 12-18 months, representing an increase of 20% from current levels. At the same time, Citibank, N.A. believes that copper prices below US$9,500 per tonne are a more attractive level to buy in the medium term; (ii) in June 2024, analysts of JPMorgan Chase & Co. made a bold prediction in a report, predicting that the copper price in the London Metal Exchange (LME) will reach a new all-time high of US$11,500 per tonne in the third quarter of 2025, meanwhile, they also cautioned that the price increase are likely to significantly higher than expected. Although the upward trend in copper prices seems clear, the actual increase could be influenced by various factors, including global economic conditions, policy changes and market demand; and (iii) a certain percentage of buffer to accommodate any probable upward price fluctuation during the upcoming three years from 2025 to 2027.

– 19 –

LETTER FROM THE BOARD

Internal analysis of historical copper price for the past ten years

==> picture [418 x 258] intentionally omitted <==

----- Start of picture text -----

80,000.00
80000
70,000.00
70000
60,000.00
60000
50,000.0050000
40,000.0040000
30,000.0030000
20,000.0020000
10,000.0010000
0.000
Tax inclusive Tax exclusive
2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
Unit: RMB per tonne
----- End of picture text -----

Up to September 2024

Reasons for and benefits of entering into the Renewed Mutual Supply Agreement

The Company entered into the Renewed Mutual Supply Agreement to continue to procure from and provide to the Xinjiang Non-ferrous Group services for the following reasons:

the Xinjiang Non-ferrous Group has an established system of mining, ore processing, smelting, processing, repairing, manufacturing, equipment installation, construction, transportation, storage, design, and it has competitive strengths over other suppliers of similar services in Xinjiang;
the Company’s smelting operation is enhanced by the capability and techniques of the Xinjiang Non-ferrous Group in designing and producing non-standardised production facilities and equipment;
the design institute of the Xinjiang Non-ferrous Group has the expertise in the design of production facilities in respect of mining, ore processing and refining of non-ferrous and precious metals and they are familiar with the Company’s production sites, facilities and equipment;
the Xinjiang Non-ferrous Group has an experienced and stable construction team in shafts construction and facilities installation; and

– 20 –

LETTER FROM THE BOARD

the automobile transportation companies, the materials procurement company and the storage warehouse of the Xinjiang Non-ferrous Group are able to provide the Company with a stable supply of materials, transportation services and warehousing services.

The Directors are of the view that the terms of the Renewed Mutual Supply Agreement were entered into on normal commercial terms and such terms and the relevant annual caps are fair and reasonable and in the interests of the Company and its shareholders as a whole.

INFORMATION RELATING TO THE COMPANY

The Company is principally engaged in the mining, ore processing, smelting and refining of nickel, copper and other non-ferrous metals, which include cobalt and precious metals such as gold, silver, platinum and palladium.

INFORMATION RELATING TO XINJIANG NON-FERROUS

Xinjiang Non-ferrous is principally engaged in, among other things, investment in non-ferrous metal industry and sale of non-ferrous metal products.

LISTING RULES IMPLICATIONS

As at the Latest Practicable Date, Xinjiang Non-ferrous is the controlling shareholder (as defined in the Listing Rules) of the Company and is beneficially interested in 885,204,000 domestic shares of the Company, representing approximately 40.06% of the entire issued share capital of the Company. Accordingly, Xinjiang Non-ferrous is a connected person of the Company and the entering into each of the Renewed Mutual Supply Agreement constitute continuing connected transaction of the Company under Chapter 14A of the Listing Rules.

Given that one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the respective annual caps for the three years ending 31 December 2027 in relation to the continuing connected transactions for the Construction Services, Supporting and Ancillary Services and the supply of the Company’s Products under the Renewed Mutual Supply Agreement exceed 5% on an annual basis, the continuing connected transactions in relation thereto are subject to the reporting, announcement, annual review and the Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Since Xinjiang Non-ferrous is the controlling shareholder of the Company, it and its Associates are required to and will be abstained from voting at the EGM in relation to the approval of the Renewed Mutual Supply Agreement and the Renewed Annual Caps.

– 21 –

LETTER FROM THE BOARD

In the event that the ordinary resolutions in respect of the procurement of the Construction Services, the Supporting and Ancillary Services and the supply of the Company’s Products under the Renewed Mutual Supply Agreement and the Renewed Annual Caps are voted down by the Independent Shareholders, the Company will abide by its internal control procedures and procure the services or supplies or sell the Company’s Products at the open market. In respect of procurement of services or supplies, the Company will either select the service or product providers who offer the best bid price as determined by the Tendering Process or the best price at the open market. In respect of the sale of the Company’s Products, the Company will sell at the open market at prices which are to be determined as mentioned in the paragraph headed “Pricing Policies” above.

BOARD’S APPROVAL

Mr. Qi Xinhui, Mr. Wang Lijian, Ms. Chen Yang and Mr. Chen Yin have abstained from voting on the Board resolutions approving the Renewed Mutual Supply Agreement and the Renewed Annual Caps since Mr. Qi Xinhui is the deputy general manager of Xinjiang Non-ferrous; Mr. Wang Lijian is the director of the organization and personnel department, director (manager) of the human resources department, and vice president of the Party school of Xinjiang Non-ferrous; Ms. Chen Yang is the manager of the legal department of Xinjiang Non-ferrous; Mr. Chen Yin is the deputy secretary to the Party Committee of the Company, who was appointed directly by Xinjiang Non-ferrous Group.

Save as mentioned above, no other Director has a material interest in the transactions and hence no other Director has abstained from voting on these board resolutions.

PROPOSED RE-DESIGNATION OF DIRECTOR

Reference is made to the announcement dated 30 August 2024. It is proposed to re-designate Mr. Qi Xinhui from an executive Director to a non-executive Director for a term commencing on the date of approval of such re-designation at the forthcoming general meeting and ending on 13 October 2026, being the date of expiry of the term of the current session of the Board.

The biographical details of Mr. Qi are as follows:

Mr. Qi Xinhui (齊新會) , aged 54, has served as an executive Director of the Company since October 2020 and has served as the chairman of the Company since March 2024. Mr. Qi studied at the Technical College of Xinjiang Keketuohai Ore Processing Plant (新疆可可托海礦務局技工學校), majoring in galvanic pincette from September 1986 to July 1988, studied at Xinjiang Non-ferrous Metal Staff University (新疆有色金屬職工大學), majoring in mechatronics from August 1993 to July 1996, and studied at Xinjiang University* (新疆大學) with a Bachelor’s degree, majoring in electrical automation from September 2005 to July 2008. Mr. Qi has accumulated over 36 years of experience in the relevant expertise and corporate management related to the non-ferrous metals industry in Xinjiang. From August 1996 to August 2005, Mr. Qi served as the section chief of smelting workshop, deputy chief of quality inspection department, deputy

– 22 –

LETTER FROM THE BOARD

director of mechanical and electrical division of ore processing workshop, deputy section leader of mobile section, section leader of mobile section and assistant to the head of Kalatongke Copper-Nickel Mine (喀拉通克銅鎳礦). He was the deputy head of Kalatongke Copper-Nickel Mine (喀拉通克銅鎳礦) from September 2005 to February 2012, the deputy general manager of Kalatongke Mining from March 2012 to August 2013, the deputy general manager and the secretary to the Party Committee of Kalatongke Mining from September 2013 to March 2015, and the general manager and the secretary to the Party Committee of Xinjiang Yakesi from April 2015 to September 2017. Mr. Qi served as the deputy general manager of the Company from October 2017 to November 2019, the secretary to the Party Committee and deputy general manager of the Company from December 2019 to December 2020, the deputy secretary to the Party Committee of the Company from January 2021 to June 2023, the general manager of the Company from January 2021 to January 2024, and the secretary to the Party Committee of the Company from July 2023 to January 2024. Mr. Qi has also served as the deputy general manager of Xinjiang Non-ferrous Metal Industry (Group) Ltd.* (新疆有色金屬工業（集團）有限責任公司) since December 2023.

If the re-designation of Mr. Qi is approved at the general meeting, the Company will enter into the new service contract with Mr. Qi, Mr. Qi will not be receiving any Director’s remuneration from the Company, and the actual expenses arising from executing duties by Mr. Qi as a Director will be reimbursed by the Company.

As at the date of this circular, Mr. Qi does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. He has not been subject to any public sanctions by statutory or regulatory authority.

Save as disclosed above, Mr. Qi has not held any directorship in any other public listed company in the past three years and does not have any other relationship with any Director, senior management, substantial or controlling shareholder (as defined in the Listing Rules) of the Company. Save as disclosed above, there are no other matters concerning the re-designation of Mr. Qi that need to be brought to the attention of the shareholders of the Company 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.

– 23 –

LETTER FROM THE BOARD

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION, RULES OF PROCEDURES OF THE SHAREHOLDERS’ GENERAL MEETING, RULES OF PROCEDURES OF THE BOARD OF DIRECTORS AND RULES OF PROCEDURES OF THE SUPERVISORY COMMITTEE

The Special Provisions of the State Council on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies promulgated by the State Council of the PRC on 4 August 1994 and the Notice on Implementation of the Mandatory Provisions for the Articles of Association of Companies to be Listed Overseas were abolished on 31 March 2023; the Trial Measures for the Administration of Overseas Issuance and Listing of Securities by Domestic Enterprises and relevant guidelines, which became effective on 31 March 2023, stipulate that domestic enterprises directly listed overseas shall formulate their articles of association with reference to the Guidelines for Articles of Association of Listed Companies and other relevant provisions of the China Securities Regulatory Commission on corporate governance; the newly amended Company Law of the PRC became effective on 1 July 2024; the Guidelines for the Articles of Association of Listed Companies promulgated by the China Securities Regulatory Commission came into effect on 15 December 2023; and The Stock Exchange of Hong Kong Limited has recently made certain amendments to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“ Listing Rules ”).

In view of this, the Company intends to amend its current Articles of Association and Rules of Procedures of the Shareholders’ General Meeting, Rules of Procedures of the Board of Directors and Rules of Procedures of the Supervisory Committee (the “ Rules of Procedures of the Shareholders’ General Meeting, Board of Directors and Supervisory Committee ”) according to the abovementioned applicable PRC laws and regulations and the Listing Rules and taking into account the actual situation of the Company, so as to adapt the Articles of Association to the provisions and rules and better meet the practical needs of corporate governance. The proposed amendments will neither prejudice the protection of the Shareholders nor cause material impacts on the protective measures of the Shareholders. For details of the comparison table on the proposed amendments to the Articles of Association and Rules of Procedures of the Shareholders’ General Meeting, Board of Directors and Supervisory Committee, please refer to the Appendix II to Appendix V of this circular.

The Board would like to supplement that the relevant resolutions on the amendments to the Articles of Association and Rules of Procedures of the Shareholders’ General Meeting, Board of Directors and Supervisory Committee were approved at the Board meeting on 30 August 2024, and are hereby presented to the shareholders for approval at the EGM and Class Meetings. The amended Articles of Association and relevant Rules of Procedures will be effective from the date of consideration and approval at the EGM and Class Meetings.

The Articles of Association and Rules of Procedures of the Shareholders’ General Meeting, Board of Directors and Supervisory Committee are prepared in Chinese without an official English version. Any English translation is for reference only. In case of any inconsistency, the Chinese version shall prevail.

– 24 –

LETTER FROM THE BOARD

EGM AND CLASS MEETINGS

A notice convening the EGM to be held at Conference Room, Level 6, 501 Fusion South Road, Cooperation Zone, Economic and Technological Development Zone, Urumqi, Xinjiang, the PRC on Friday, 20 December 2024 at 12:00 noon was despatched to the Shareholders on 5 November 2024. The notice of the EGM is set out on pages 117 to 120 of this circular.

The 2024 Domestic Share Class Meeting will be held at 1:30 p.m. on Friday, 20 December 2024 (or immediately after the conclusion of the EGM or any adjournment thereof) at Conference Room, Level 6, 501 Fusion South Road, Cooperation Zone, Economic and Technological Development Zone, Urumqi, Xinjiang, the PRC. The notice of the Domestic Share Class Meeting is set out on pages 121 to 123 of this circular.

The 2024 H Share Class Meeting will be held at 2:00 p.m. on Friday, 20 December 2024 (or immediately after the conclusion of the EGM and Domestic Share Class Meeting or any adjournment thereof) at Conference Room, Level 6, 501 Fusion South Road, Cooperation Zone, Economic and Technological Development Zone, Urumqi, Xinjiang, the PRC. The notice of the H Share Class Meeting is set out on pages 124 to 126 of this circular.

Whether or not you are able to attend the meeting, you are requested to complete the form of proxy which was sent out on 5 November 2024 in accordance with the instructions printed thereon and return the same to (i) 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 (for holders of H Shares), (ii) the Company at Level 6, 501 Fusion South Road, Cooperation Zone, Economic and Technological Development Zone, Urumqi, Xinjiang, the PRC (for holders of Domestic Shares) as soon as possible and in any event not later than 24 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.

PROCEDURES FOR VOTING AT THE EGM AND CLASS MEETINGS

According to Rule 13.39(4) of the Listing Rules, any vote at the EGM and Class Meetings must be taken by poll.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that all resolutions proposed for consideration and approval by the Shareholders of the Company at the EGM and Class Meetings are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the resolutions to be proposed at the EGM and Class Meetings as set out in the notices of the EGM and Class Meetings.

GENERAL

Your attention is drawn to the letter from the Independent Board Committee, the letter from the Independent Financial Adviser, re-designation of director, the proposed amendments to the Articles of Association and the Rules of Procedures of the Shareholders’ General Meeting, Board of Directors and Supervisory Committee and the additional information set out in the appendices to this circular and the notice of the EGM and Class Meetings.

By Order of the Board Xinjiang Xinxin Mining Industry Co., Ltd.* Wu Ning, Lam Siu Wing Joint Company Secretaries

For identification purposes only

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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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)

5 November 2024

To the Independent Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTIONS – RENEWED MUTUAL SUPPLY AGREEMENT

We refer to the circular dated 5 November 2024 (the “ Circular ”) of Xinjiang Xinxin Mining Industry Co., Ltd. (the “ Company ”) of which this letter forms part. Terms used in this letter shall have the same meanings as those defined in the Circular unless otherwise specified.

We, being the independent non-executive Directors, have been appointed by the Board as members of the Independent Board Committee to advise the Independent Shareholders of the Company on the Renewed Mutual Supply Agreement and the Renewed Annual Caps. Crescendo Capital has been appointed as the Independent Financial Adviser to advise the Independent Shareholders and us on the fairness and reasonableness of, among other things, the procurement of the Construction Services, the Supporting and Ancillary Services and the supply of the Company’s Products under the Renewed Mutual Supply Agreement and the Renewed Annual Caps. Details of Crescendo Capital’s advice, together with the principal factors and reasons it has taken into consideration in giving such advice, are set out in the “Letter from the Independent Financial Adviser” on pages 29 to 51 of the Circular.

For identification purposes only

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

The Independent Shareholders’ attention is drawn to the “Letter from the Board”, the advice of Crescendo Capital in its capacity as the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of whether (i) the procurement of the Construction Services, the Supporting and Ancillary Services and the supply of the Company’s Products under the Renewed Mutual Supply Agreement and the transactions contemplated thereunder are conducted in the ordinary and usual course of business of the Group; and (ii) the terms of the procurement of the Construction Services, the Supporting and Ancillary Services and the supply of the Company’s Products under the Renewed Mutual Supply Agreement and the transactions contemplated thereunder (together with the Renewed Annual Caps thereunder) are on normal commercial terms and fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole as set out in the “Letter from the Independent Financial Adviser” as well as other additional information set out in other parts of the Circular.

Having taken into account the independent advice of Crescendo Capital, in particular the principal factors, reasons and recommendations set out in the “Letter from the Independent Financial Adviser” on pages 29 to 51 of the Circular and having considered the terms of the procurement of the Construction Services, the Supporting and Ancillary Services and the supply of the Company’s Products under the Renewed Mutual Supply Agreement and the Renewed Annual Caps, we consider that (i) the procurement of the Construction Services, the Supporting and Ancillary Services and the supply of the Company’s Products under the Renewed Mutual Supply Agreement and the transactions contemplated thereunder are conducted in the ordinary and usual course of business of the Group; and (ii) the terms of the procurement of the Construction Services, the Supporting and Ancillary Services and the supply of the Company’s Products under the Renewed Mutual Supply Agreement and the transactions contemplated thereunder (together with the Renewed Annual Caps thereunder) are on normal commercial terms and fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolutions to be proposed at the EGM to approve the procurement of the Construction Services and the supply of the Company’s Products under the Renewed Mutual Supply Agreement and the Renewed Annual Caps.

Yours faithfully,

Independent Board Committee

Mr. Hu Benyuan, Mr. Huang Yong and Mr. Lee Tao Wai Independent Non-executive Directors

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The following is the text of a letter of advice from Crescendo Capital to the Independent Board Committee and the Independent Shareholders in relation to the Renewed Mutual Supply Agreement and the Renewed Annual Caps, which have been prepared for the purpose of inclusion in this circular.

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1105 Tai Tung Building 8 Fleming Road Wanchai Hong Kong 5 November 2024

To the Independent Board Committee and the Independent Shareholders

Dear Sirs,

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

We refer to our engagement as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders with respect to the continuing connected transactions contemplated under the Renewed Mutual Supply Agreement in relation to the provision of (i) the Construction Services and the Supporting and Ancillary Services by Xinjiang Non-ferrous Group to the Group; and (ii) the Company’s Products by the Group to Xinjiang Non-ferrous Group (the “ Continuing Connected Transactions ”) and the proposed Renewed Annual Caps, details of which are set out in the letter from the Board contained in the circular dated 5 November 2024 to the Shareholders (the “ Circular ”), of which this letter forms part. Capitalized terms used in this letter shall have the same meanings as defined elsewhere in the Circular unless the context requires otherwise.

On 1 November 2024, the Company entered into the Renewed Mutual Supply Agreement with Xinjiang Non-ferrous in relation to the provision of (i) the Construction Services and the Supporting and Ancillary Services by Xinjiang Non-ferrous Group to the Group; and (ii) the Company’s Products by the Group to Xinjiang Non-ferrous Group for a period of three years, commencing from 1 January 2025.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As at the Latest Practicable Date, Xinjiang Non-ferrous was a controlling Shareholder, that was beneficially interested in 885,204,000 domestic shares of the Company, representing approximately 40.06% of the entire issued share capital of the Company, and thus a connected person of the Company under Chapter 14A of the Listing Rules. Accordingly, the transactions contemplated under the Renewed Mutual Supply Agreement constitute continuing connected transactions for the Company. As one or more of the applicable percentage ratios (as defined under Rule 14.07 of the Listing Rules) in respect of the Renewed Annual Caps for the three years ending 31 December 2027 exceed 5% on an annual basis, the Continuing Connected Transactions are subject to the reporting, announcement, annual review and the Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Xinjiang Nonferrous and its Associates are required to, and will, abstain from voting in relation to the approval of the procurement of the Construction Services and the Supporting and Ancillary Services and the supply of the Company’s Products under the Renewed Mutual Supply Agreement and the Renewed Annual Caps at the EGM.

The Independent Board Committee, comprising all independent non-executive Directors, namely Mr. Hu Benyuan, Mr. Huang Yong and Mr. Lee Tao Wai, has been established to advise the Independent Shareholders as to whether the terms of the Continuing Connected Transactions are on normal commercial terms, and whether such transactions are conducted in the ordinary and usual course of business of the Group, and, including the Renewed Annual Caps, are fair and reasonable so far as the Independent Shareholders are concerned and are in the interests of the Company and Shareholders as a whole. We, Crescendo Capital Limited, have been appointed to give an independent opinion to the Independent Board Committee and the Independent Shareholders in this regard and our recommendation on how to vote on the resolution to be proposed at the EGM.

We are not associated with the Group and its Associates and do not have any shareholding in any member of the Group or right (whether legally enforceable or not) to subscribe for, or to nominate persons to subscribe for, securities in any member of the Group. Save for acting as an independent financial adviser in this appointment and the occasion as detailed in the circular of the Company dated 5 April 2024 regarding the proposed revision of annual cap for the year ending 31 December 2024 in respect of the provision of the Company’s Products, we have not acted as a financial adviser or an independent financial adviser to the Company and its Associates in the past two years. Apart from normal professional fees payable to us in connection with this appointment, no arrangements exist whereby we will receive any fee or benefit from the Group and its Associates. We are not aware of any relationship or interest between our firm and the Company or other parties that would be reasonably considered to affect our independence to act as an independent financial adviser to the Independent Board Committee and the Independent Shareholders and we are independent from the Company pursuant to the requirements under Rule 13.84 of the Listing Rules.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

BASIS OF OUR OPINION

In formulating our opinion and recommendation, we have relied on the information and representations supplied, and the opinions expressed, by the Directors and the management of the Company and have assumed that such information and statements, and representations made to us or referred to in the Circular are true, accurate and complete in all material respects as of the date hereof and will continue as such at the date of the EGM.

The Directors have collectively and individually accepted full responsibility for the Circular, including particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group and having made all reasonable enquiries have confirmed that, to the best of their knowledge and belief, the information contained in the Circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement in the Circular misleading.

We consider that we have reviewed sufficient information to reach an informed view, to justify reliance on the accuracy of the information contained in the Circular and to provide a reasonable basis for our recommendation. We have no reasons to suspect that any material information has been withheld by the Directors or the management of the Company, or is misleading, untrue or inaccurate, and consider that they may be relied upon in formulating our opinion. We have not, however, for the purpose of this exercise, conducted any independent investigation or audit into the businesses and affairs or future prospect of the Group and the related subject of, and parties to, the agreement of the Continuing Connected Transactions. Our opinion is necessarily based on the financial, economic, market and other conditions in effect and the information made available to us as at the Latest Practicable Date. Shareholders should note that subsequent developments (including any material change in the market and economic conditions) may affect and/or change this opinion.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion regarding the Continuing Connected Transactions, we have considered the following principal factors and reasons:

1. Background of the Continuing Connected Transactions and reasons for the entering into of the Renewed Mutual Supply Agreement

(a) Background

The Group is principally engaged in mining, ore processing, smelting, refining and sales of nickel, copper and other non-ferrous metals, which include cobalt and precious metals such as gold, silver, platinum and palladium.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Xinjiang Non-ferrous, the controlling Shareholder, is principally engaged in, among other things, investment in the non-ferrous metal industry and sale of non-ferrous metal products.

Xinjiang Non-ferrous Group has been providing the Construction Services and the Supporting and Ancillary Services to the Group, and the Group has been providing the Company’s Products to Xinjiang Non-ferrous Group, since October 2007. The Existing Mutual Supply Agreement shall expire on 31 December 2024 and the parties to the Existing Mutual Supply Agreement intend to continue the Continuing Connected Transactions on an ongoing basis after the expiry of the Existing Mutual Supply Agreement. As such, the Company entered into the Renewed Mutual Supply Agreement with Xinjiang Non-ferrous on 1 November 2024.

(b) Provision of the Construction Services

Xinjiang Non-ferrous Group has been providing construction-related services, including project design, construction and facility installation, to the Group from time to time in its ordinary and usual course of business. We understand from the management of the Company that Xinjiang Non-ferrous Group is a major player in the non-ferrous metal industry in Xinjiang and is actively engaged in mining, ore processing, smelting, processing, repairing, manufacturing, equipment installation, construction, transportation, storage and design. The design institute of Xinjiang Non-ferrous Group has expertise in the design of production facilities for mining, ore processing and refining of non-ferrous and precious metals, and Xinjiang Non-ferrous Group has an experienced and stable construction team in shafts construction and facility installation. The Company considers that Xinjiang Non-ferrous Group has competitive advantages over other suppliers of similar services in Xinjiang. In addition, with the capability and techniques of Xinjiang Non-ferrous Group in designing and producing non-standardized production facilities and equipment, the Group’s smelting operation was enhanced through cooperation with Xinjiang Non-ferrous Group in relation to the Group’s previous technical improvement projects. The Group has also been satisfied with the quality of services rendered by Xinjiang Non-ferrous Group in relation to the Group’s previous technical improvement projects. Therefore, the Company considers that it is appropriate to continue to engage Xinjiang Non-ferrous Group as one of the construction service providers of the Group if its terms of services are no less favourable than those offered by other service providers.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(c) Provision of the Supporting and Ancillary Services

Pursuant to the Renewed Mutual Supply Agreement, the Supporting and Ancillary Services to be provided by Xinjiang Non-ferrous Group to the Group shall include (i) the provision of production supplies such as supplemental production materials (including copper concentrates, chemical materials, coal, coke and product packaging materials) and work safety products; (ii) storage, transportation and loading services, including warehousing services for the sales and distribution of nickel cathodes to the Company’s end-customers in Beijing and its surrounding areas, Hebei province and the north-eastern region of the PRC, and transportation services for delivery of products and materials including coke and coal; and (iii) other supporting and ancillary services like machinery repair and improvement and geological exploration in the mining areas.

We were advised by the management of the Company that the Supporting and Ancillary Services are necessary for the Group to secure a smooth operation in its ordinary course of business. Being a major player in the non-ferrous metals industry in Xinjiang, Xinjiang Non-ferrous Group is considered to be a reliable business partner of the Group which is capable of providing the supplies and materials, transportation, warehousing and geological exploration services that meet the needs and standard of the Group. Therefore, the Directors consider that it is in the interest of the Company to maintain a long-term supplier relationship with Xinjiang Non-ferrous Group to secure a stable supply of the Supporting and Ancillary Services, which is essential for the operations of the Group.

(d) Provision of the Company’s Products

Pursuant to the Renewed Mutual Supply Agreement, the Company’s Products to be supplied by the Group to Xinjiang Non-ferrous Group include nickel cathodes, copper cathodes, copper concentrates, self-produced precious metals, sulphuric acid, water, electricity and other ancillary materials. The Directors consider that the sale of the Company’s Products to Xinjiang Non-ferrous Group can help secure a stable sales channel and turnover for the Group.

Having considered that (i) Xinjiang Non-ferrous Group is a major player in the non-ferrous metal industry in Xinjiang which has been offering high quality Construction Services that meet the Company’s stringent standards in the previous technical improvement and construction projects; (ii) the Group has established a long-term business relationship with Xinjiang Non-ferrous Group and is satisfied with the quality of the Construction Services and the Supporting and Ancillary Services provided by Xinjiang Non-ferrous Group; (iii) the Group requires the Construction Services and the Supporting and Ancillary Services for fulfilling its production needs from time to time; (iv) the provision of the Supporting and Ancillary Services by Xinjiang Non-ferrous Group can secure the supply channels and the

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

quality of products and services for the Group; and (v) the sale of the Company’s Products is carried out in the ordinary and usual course of business of the Group and provides additional turnover to the Group, we are of the opinion that the Continuing Connected Transactions are commercial transactions conducted in the ordinary and usual course of business of the Group and they are in the interests of the Company and Shareholders as a whole.

2. Principal terms of the Continuing Connected Transactions

Pursuant to the Renewed Mutual Supply Agreement, Xinjiang Non-ferrous agreed to provide the Construction Services and the Supporting and Ancillary Services to the Group, and the Group agreed to provide the Company’s Products to Xinjiang Non-ferrous Group, for a period of three years, commencing from 1 January 2025, which may be renewed upon agreement by Xinjiang Nonferrous and the Company, subject to the approval of the Stock Exchange and/or the Independent Shareholders, if applicable. The Company and Xinjiang Non-ferrous Group are at liberty to procure from, or provide to, any Independent Third Party any of the required services and products, save and except that Xinjiang Non-ferrous Group must provide the Company with services or supplies on terms no less favourable than those offered to any Independent Third Party.

Either party of the Renewed Mutual Supply Agreement may terminate the mutual provision of products and services by giving to the other party not less than six months’ prior written notice. However, unless the Company has provided written consent to the termination of the Renewed Mutual Supply Agreement by Xinjiang Non-ferrous Group, Xinjiang Non-ferrous Group may not terminate its supply of services and/or products if the Company has informed them by written notice that the Company is unable to obtain similar products and/or services from an Independent Third Party. The Renewed Mutual Supply Agreement is conditional and effective upon having complied with the relevant Listing Rules and approved by the Independent Shareholders, if applicable, at the EGM.

The Renewed Mutual Supply Agreement is a framework agreement that sets out the principles upon which detailed terms and conditions of the transactions are to be determined between the parties. The Company and Xinjiang Non-ferrous will ensure that any specific agreement, which sets out the specific terms and conditions for the provisions of services or products, to be entered into between the parties shall follow the terms and conditions of the Renewed Mutual Supply Agreement.

Under the Renewed Mutual Supply Agreement, the Company and Xinjiang Non-ferrous agreed that the actual price of the services and products would be determined principally by commercial negotiations between the parties according to the principles of fairness and reasonableness with reference to the market prices of the services and products from time to time and would be conducted in the ordinary and usual course of business of the Company, on normal commercial

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

terms and terms not less favourable to the Company than terms available to or from, as appropriate, Independent Third Parties. The mutual supply services will be provided according to the following general pricing policies in order of priority and shall be settled monthly:

the State-prescribed price, including any price prescribed by any relevant local government, if applicable;
where there is no State-prescribed price, then the State-guidance price;

– where there is neither a State-prescribed price nor a State-guidance price, the market price shall be determined by (i) the price offered by an Independent Third Party for providing similar products or services in an area where such products or services are provided under general commercial terms; or (ii) where not applicable, the price offered by an Independent Third Party for providing similar products or services in the PRC under general commercial terms; and

where none of the above is applicable, the price shall be determined by the parties based on reasonable costs, being costs (including relevant taxes and surcharges) as calculated under the Accounting Standards for Business Enterprises of the PRC, incurred by them in providing the products or services plus a profit margin of not more than 5% of such reasonable costs (the “ Cost-plus Method ”).

Based on the above and taking into account that (i) the Company has the liberty to procure from, or provide to, any Independent Third Party any of the Construction Services, the Supporting and Ancillary Services and the Company’s Products; (ii) Xinjiang Non-ferrous Group must provide the Company with services or supplies on terms no less favourable to the Company than those offered to any Independent Third Party and such practices have been and will be consistently applied by Xinjiang Non-ferrous Group; and (iii) the Company may terminate the mutual provision of products and services by giving to Xinjiang Non-ferrous Group not less than six months’ prior written notice while the termination of the provision of services and products by Xinjiang Non-ferrous Group is subject to the consent of the Company, and Xinjiang Non-ferrous Group may not terminate its supply of services and/or products if the Company has informed them by written notice that the Company is unable to obtain similar products and/or services from other Independent Third Parties, we consider that the Continuing Connected Transactions are on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and Shareholders as a whole.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

3. Pricing policies of the Company in respect of the Continuing Connected Transactions

We have reviewed the Company’s pricing policies for the Continuing Connected Transactions and practices for price determination in relation to transactions contemplated under the Existing Mutual Supply Agreement in respect of the procurement of the Construction Services and the Supporting and Ancillary Services and the supply of the Company’s Products and our findings are set out below:

(a) Provision of the Construction Services

According to the management of the Company, the service fees for the Construction Services are, and will continue to be, determined by the tendering process as there is neither a Stateprescribed price nor a State-guidance price for the Construction Services. Pursuant to the Company’s internal guidance on construction projects, the Company is required to select service providers for all major construction projects, including technical improvement projects, through an open tender process, through which the price and terms of services offered by the vendors will be compared and rated by the tender evaluation committee of the Company and the service contracts will be awarded to vendor(s) which offer(s) the best price and/or terms of service. The tender evaluation committee of the Company consists of managers from safety production assurance department, sales department and internal audit department and internal experts. For each tender evaluation, in addition to the tender(s) from the connected person(s), there should be at least two or more valid tenders obtained from Independent Third Parties for comparison purposes. In case the only bidder/tenderer of a transaction is a connected person, the Company would not proceed with the transaction.

Since the Construction Services were tailor-made to fit the specific requirements of the Company, we were unable to compare the terms of Construction Services offered by Xinjiang Non-ferrous Group to the Group with the terms of construction services offered by Xinjiang Non-ferrous Group to other Independent Third Parties. However, we have reviewed the sample tender assessment reports of projects carried out in each of the years ended 31 December 2022 and 2023 and six months ended 30 June 2024, which were randomly selected from the list of Construction Projects awarded to Xinjiang Non-ferrous Group in 2022, 2023 and the six months ended 30 June 2024 and the transaction amounts of which represent approximately 23%, 38% and 29% of the total transaction amount of Construction Services awarded to Xinjiang Non-ferrous Group in the respective year/period. We noted that the bidding parties of the aforementioned projects included both member(s) of Xinjiang Nonferrous Group and Independent Third Parties. We also noted that the contracts were awarded to tenderers with the highest scores, which were rated by the tender evaluation committee based on the same assessment criteria such as qualification, experience, technical expertise, reputation and quality of work of the tenderers and the proposed pricing and duration of services. We considered the results of the tender process fair and reasonable. With a similar

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

open tender system in place and taking into account the nature of services and the prevailing market circumstances, we believe that the prices and terms of transactions in respect of the Construction Services under the Renewed Mutual Supply Agreement are, and will be, on normal commercial terms and fair and reasonable so far as the Independent Shareholders are concerned.

(b) Provision of the Supporting and Ancillary Services

We understand from the management of the Company that the prices for gasoline and diesel are, and will be, determined in accordance with the State-prescribed price released by Xinjiang CNPC based on the notice published by the NDRC from time to time. The prices for the Supporting and Ancillary Services other than gasoline and diesel are, and will be, determined with reference to the best bid price as determined by the tendering process/quotations. The management of the Company confirmed that none of the previous transactions regarding the Supporting and Ancillary Services were transacted based on the Cost-plus Method as all the Supporting and Ancillary Services have either a State-prescribed price, a State-guidance price or a market price. The management of the Company also expected that the Cost-plus Method would not be applicable for the Supporting and Ancillary Services in the foreseeable future.

We were advised by the management of the Company that no gasoline was purchased from Xinjiang Non-ferrous Group during the period under the Existing Mutual Supply Agreement. We have reviewed five samples of invoices for diesel transactions conducted between the Group and Xinjiang Non-ferrous Group and noted that the prices of those transactions were complied with the State-prescribed prices for diesel issued by Xinjiang CNPC at the relevant time. Given the samples were randomly selected from transactions carried out at different times during the term of the Existing Mutual Supply Agreement, we consider that the samples are representative and sufficient.

In order to ensure the actual price of the Supporting and Ancillary Services (other than gasoline and diesel) provided by Xinjiang Non-ferrous Group was on normal commercial terms and not less favourable to the Company than those offered by Independent Third Parties, the Company would obtain tenders/quotations from at least two Independent Third Parties for similar services/products for comparison before entering into the contract. In addition, staff from different levels of the finance department of the Company would perform independent checks by comparing the price charged by Xinjiang Non-ferrous Group with the prevailing market price obtained through tenders/quotations and/or the unit price of similar products purchased from other Independent Third Parties during the relevant period before payment was made. We have reviewed five samples of invoices issued by Xinjiang Non-ferrous Group to the Group for transactions in relation to the Supporting and Ancillary Services (other than gasoline and diesel) and the tenders/quotations obtained from other

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Independent Third Parties for the same set of transactions. We noted that the terms offered by Xinjiang Non-ferrous Group were not less favourable to the Group as compared to those offered by the Independent Third Parties and signatures of both the finance officer and the finance manager who performed the verification works were put on the invoices to signify their completion of the verification works on the pricing of such transactions. Given the samples were randomly selected from transactions carried out at different times during the term of the Existing Mutual Supply Agreement, we consider that the samples are representative and sufficient. In view of the above, we believe that the above-mentioned internal control policy has been properly followed by the Group in its daily operations.

(c) Provision of the Company’s Products

We understand from the management of the Company that the prices of the Company’s Products are, and will be, determined with reference to the prevailing market price as neither State-prescribed prices nor State-guidance prices were available for such transactions. The management of the Company confirmed that none of the previous transactions regarding the sale of the Company’s Products were transacted based on the Cost-plus Method as all the Company’s Products have a market price. The management of the Company also expected that the Cost-plus Method would not be applicable to the Company’s Products in the foreseeable future.

In order to ensure each sales transaction is/was on terms no more favourable to Xinjiang Nonferrous Group than to other Independent Third Parties, the selling prices of the Company’s Products are, and were, (i) determined by sales department of the Company with reference to the prevailing market prices as quoted at Shanghai Yangtze River Non-ferrous Metals Spot Market as set out in the website of Yangtze River Non-ferrous Metals (www.ccmn.cn), an independent e-commerce website that provides an online platform for information and trading in relation to transactions of major non-ferrous metals (namely copper, aluminum, zinc, tin, lead and nickel) and major precious metals and the relevant future prices quoted on Shanghai Futures Exchange; (ii) approved by the sales department manager, (iii) checked by the finance department manager; and (iv) finally approved by the marketing management committee of the Company, which consists of the general manager, financial controller and the managers of the sales department and the finance department.

We have visited the website of Yangtze River Non-ferrous Metals and noted that it summarized the pricing information of six major non-ferrous metals, namely copper, aluminum, zinc, tin, lead and nickel in different markets such as the London Metal Exchange and Shanghai Metals Spot Market, and major precious metals. We understand from the management of the Company that the website of Yangtze River Non-ferrous Metals is one of the leading internet platforms widely recognized by the players in the PRC non-ferrous metals and precious metals industry regarding trading and pricing information. Based on the above, we concur with the view of the Directors that it is a valid reference for information in relation to the trading and/or pricing of the relevant non-ferrous metals and precious metals.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

We have reviewed ten samples of invoices issued by the Group to Xinjiang Non-ferrous Group regarding the sales of copper concentrates and/or copper cathodes and the relevant prevailing market prices quoted from the website of Yangtze River Non-ferrous Metals at the relevant time and noted that the prices charged by the Group were the same as the then prevailing market prices. In view of the above, we believe that the above-mentioned internal control policy has been properly followed by the Group in its daily operations and the prices of the transactions in respect of the sales of the Company’s Products under the Existing Mutual Supply Agreement were on normal commercial terms, and fair and reasonable so far as the Independent Shareholders are concerned.

We were given to understand that the internal audit department of the Company would perform an annual audit on the transactions with Xinjiang Non-ferrous Group by comparing the invoiced prices with the prevailing market prices of the relevant products and ensuring that the abovementioned internal control procedures were adhered to. The management of the Company also confirmed to us that the aforementioned pricing policy was and would be consistently applied to all transactions in respect of the supply of the Company’s Products by the Group to Xinjiang Non-ferrous Group.

Although none of the previous transactions regarding the purchase of the Supporting and Ancillary Services and the sale of the Company’s Products were transacted based on the Cost-plus Method as all the Supporting and Ancillary Services and the Company’s Products have either a State-prescribed price, a State-guidance price or a market price, we have also tried to assess the fairness and reasonableness of the 5% margin under the Cost-plus Method by looking for public information regarding the profit margin of similar products for comparison purposes. Nevertheless, no such relevant information was available. Given that (i) both parties to the Renewed Mutual Supply Agreement are mutually bound by the same maximum profit margin of 5% under the Cost-plus Method; (ii) the Cost-plus Method will be adopted only if there are no State-prescribed prices, State-guidance prices or market prices; and (iii) the Cost-plus Method has not been applied for transactions under the Existing Mutual Supply Agreement so far and the Directors consider that the chance of using the Cost-plus Method in determining the prices of the Supporting and Ancillary Services and the Company’s Products under the Renewed Mutual Supply Agreement is remote as the pricing of all the existing Supporting and Ancillary Services and the Company’s Products can be determined based on the State-prescribed price, the State-guidance price or the market price, we concur with the view of the Directors that the Cost-plus Method is commercially justifiable as the last resort for price determination.

Based on our understanding and verification works performed, we are of the view that the pricing policies with respect to the Continuing Connected Transactions are properly developed and implemented by the Company.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

4. The Renewed Annual Caps

The historical transaction amounts and the proposed Renewed Annual Caps of the Continuing Connected Transactions are summarized as follows:

Provision of the Construction Services Provision of the Supporting and Ancillary Services Provision of the Company’s Products	Historical transaction amounts For the year ending 31 December For the period from 1 January 2024 to 30 June 2022 2023 2024 RMB’000 RMB’000 RMB’000 (audited) (audited) (unaudited) 80,959 160,313 11,129 52,178 54,020 14,967 101,650 138,955 224,649	Renewed Annual Caps For the year ended 31 December 2025 2026 2027 RMB’000 RMB’000 RMB’000 143,400 133,900 134,100 167,262 171,075 174,556 757,481 746,422 778,402	Renewed Annual Caps For the year ended 31 December 2025 2026 2027 RMB’000 RMB’000 RMB’000 143,400 133,900 134,100 167,262 171,075 174,556 757,481 746,422 778,402

			174,556

			778,402

The proposed Renewed Annual Caps were determined based on the historical transaction amounts for the Construction Services, the Supporting and Ancillary Services and the Company’s Products for the two years ended 31 December 2023 and the six months ended 30 June 2024, the expected market conditions, the development trend in the non-ferrous metals industry, the expected supply of the Company’s Products and its production expansion plans and relevant construction projects for the next three years.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(a) Provision of the Construction Services

We understand from the management of the Company that the Renewed Annual Caps for the provision of the Construction Services were determined by the Directors with reference to the estimation on the Group’s demand for the Construction Services for its existing developments, having taken into account the works required, the expected construction progress and the prevailing market price of the existing projects, planned projects and potential projects to be carried out during the three years ending 31 December 2027.

We noted that the transaction amount in respect of the provision of Construction Services for the year ended 31 December 2023 was substantially higher than that of 2022 and the six months ended 30 June 2024 as large-scale technological renovation and capacity expansion projects for Kalatongke Mining and Fukang Refinery were carried out and completed in 2023.

The breakdown of the Renewed Annual Caps for the provision of the Construction Services is summarized as follows:

(a) Confirmed Projects – tail suction technical improvement project – maintenance and inspection project Sub-total (b) Planned projects – projects in Kalatongke Mining – projects in Fukang Refinery Sub-total (c) Potential projects Renewed Annual Caps for the provision of the Construction Services	For the year ending 31 December 2025 2026 2027 RMB’000 RMB’000 RMB’000 500 – – 5,000 – – 5,500 – – 27,900 28,400 28,400 81,000 76,000 76,000 108,900 104,400 104,400 29,000 29,500 29,700 143,400 133,900 134,100	For the year ending 31 December 2025 2026 2027 RMB’000 RMB’000 RMB’000 500 – – 5,000 – – 5,500 – – 27,900 28,400 28,400 81,000 76,000 76,000 108,900 104,400 104,400 29,000 29,500 29,700 143,400 133,900 134,100
		– 28,400 76,000
		104,400 29,700
		134,100

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Confirmed projects

Two existing projects under the Construction Services, namely the tail suction technical improvement project in Kalatongke Mining and the maintenance and inspection project in Fukang Refinery, have commenced construction in 2024 and are expected to be completed in 2025.

We have reviewed the contracts of the construction services for the confirmed projects and noted that the total contract sum of (i) the tail suction technical improvement project in Kalatongke Mining; and (ii) the maintenance and inspection project in Fukang Refinery are RMB0.9 million and RMB10.4 million respectively.

As at the Latest Practicable Date, approximately 44% and 52% of the Construction Services regarding the tail suction technical improvement project in Kalatongke Mining and the maintenance and inspection project in Fukang Refinery to be rendered by Xinjiang Nonferrous Group have been completed respectively and construction fees of approximately RMB0.4 million and RMB5.4 million have been paid/payable by the Company to Xinjiang Non-ferrous Group for the respective projects. The Company anticipated that both the remaining 56% and 48% of the Construction Services for the tail suction technical improvement project in Kalatongke Mining and the maintenance and inspection project in Fukang Refinery respectively shall be completed in 2025 and therefore construction fees of RMB0.5 million and RMB5.0 million have been scheduled to be payable to Xinjiang Nonferrous Group for the respective projects during the year ending 31 December 2025.

The proposed Renewed Annual Caps for the aforementioned confirmed projects account for approximately 4% of the total Renewed Annual Caps for Construction Services for the year ending 31 December 2025.

Planned projects

In addition to the Construction Services of the existing project of Kalatongke Mining, the Company has planned to carry out additional environmental protection and safety projects, technical improvement projects and maintenance and inspection projects, with a budgeted total construction fee of approximately RMB84.7 million, in Kalatongke Mining during the three years ending 31 December 2027. As at the Latest Practicable Date, the Construction Services regarding the planned projects of Kalatongke Mining have not been commenced yet. The Company anticipated that approximately 32%, 34% and 34% of the Construction Services regarding the abovementioned planned projects shall be completed in 2025, 2026 and 2027 respectively and therefore construction fees in the amount of approximately RMB27.9 million, RMB28.4 million and RMB28.4 million will be payable to Xinjiang Nonferrous Group in each of the year ending 31 December 2025, 2026 and 2027 respectively if the construction works are carried out by Xinjiang Non-ferrous Group.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

The Company has also planned to carry out environmental protection projects and technical improvement projects, with a total budgeted construction fee of approximately RMB233.0 million, for Fukang Refinery during the three years ending 31 December 2027. As at the Latest Practicable Date, the Construction Services for Fukang Refinery have not been commenced yet. The Company anticipated that approximately 34%, 33% and 33% of the Construction Services for Fukang Refinery shall be completed in 2025, 2026 and 2027 respectively and therefore construction fees in the amount of approximately RMB81.0 million, RMB76.0 million and RMB76.0 million will be payable to Xinjiang Non-ferrous Group in the year ending 31 December 2025, 2026 and 2027 respectively if the construction works are carried out by Xinjiang Non-ferrous Group.

We have reviewed, and discussed with the management of the Company, the budgets of the abovementioned planned projects and were advised by the management of the Company that such budgets were arrived at after taking into account the works required, the expected construction progress and the prevailing market price for similar construction services. We noted that the proposed construction fees payable to Xinjiang Non-ferrous Group for the planned projects are generally commensurate with the estimated budgets and work progress of those projects. Having considered the anticipated progress of the construction works, the value of the construction contracts and the payment schedules, the construction fees payable to Xinjiang Non-ferrous Group in relation to the above projects were estimated to be approximately RMB108.9 million, RMB104.4 million and RMB104.4 million for the year ending 31 December 2025, 2026 and 2027 respectively, which accounted for approximately 76%, 78% and 78% of the proposed Renewed Annual Caps of the Construction Services for the years ending 31 December 2025, 2026 and 2027 respectively.

Potential projects

In order to further improve the production efficiency of the operations of the Group and provide a buffer for possible maintenance and sundry projects, the Company assumed that certain improvement, maintenance and sundry projects might be carried out in the coming few years. The Company estimated that the construction fees payable to Xinjiang Nonferrous Group in relation to the improvement, maintenance and sundry projects expected to be carried out for the Group would be approximately RMB29.0 million, RMB29.5 million and RMB29.7 million for the years ending 31 December 2025, 2026 and 2027 respectively, which accounted for approximately 20%, 22% and 22% of the proposed Renewed Annual Caps of the Construction Services for the years ending 31 December 2025, 2026 and 2027 respectively.

Having considered the Company’s needs, the budgets and the expected work progress of the scheduled construction works, we consider that the proposed Renewed Annual Caps for the Construction Services are fair and reasonable.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

(b) Provision of the Supporting and Ancillary Services

We have discussed with the management of the Company and reviewed the calculation of the Renewed Annual Caps for the Supporting and Ancillary Services. We noted that the historical transaction amounts of the Supporting and Ancillary Services between the Group and Xinjiang Non-ferrous Group maintained at a similar level of approximately RMB52.2 million and RMB54.0 million for the years ended 31 December 2022 and 2023 respectively and decreased to approximately RMB15.0 million for the six months ended 30 June 2024. The Company explained to us that the decrease in transaction amounts of the Supporting and Ancillary Services for the first half of 2024 was mainly due to the decrease in transportation costs for transportation services provided by Xinjiang Non-ferrous Group and the decrease in purchase volume of ancillary production materials from Xinjiang Non-ferrous Group as the Group purchased some of those materials from other independent suppliers during the period.

Despite the aforementioned, the management of the Company estimated that the transaction amount for the Supporting and Ancillary Services would increase substantially to approximately RMB167.3 million for the year ending 31 December 2025 and then increase at a compound annual growth rate of approximately 2.2% in 2026 and 2027, having considered (i) the increase in demand of ancillary production materials as a result of expected increase in production volume of nickel cathodes and copper cathodes and the possible increase in proportion of ancillary production materials to be purchased from Xinjiang Nonferrous Group; (ii) the increase in price of raw materials; and (iii) the possible increase in transportation costs for the transportation services to be provided by Xinjiang Nonferrous Group as Xinjiang Non-ferrous Group would also be invited to bid for the tender for transportation services of water quenching and copper leaching tailings, some of which are currently provided by independent third parties, to be published by the Company in end of 2024.

Since the purchases of soda ash and transportation services account for around 60% of the Renewed Annual Caps for the provision of the Supporting and Ancillary Services, we focus our analysis in this regard.

Purchase of soda ash

The historical transaction amount of soda ash for the years ended 31 December 2022 and 2023 and the six months ended 30 June 2024 was approximately RMB4.7 million, RMB6.3 million and RMB4.0 million respectively. Such increase was mainly attributable to the increases in purchase volume of soda ash from Xinjiang Non-ferrous Group and selling price of soda ash during the period. The Company estimated that the transaction amount of soda ash for the years ending 31 December 2025, 2026 and 2027 will increase substantially to approximately RMB38.9 million, RMB40.3 million and RMB41.8 million respectively as a

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

result of (i) the increase in purchase volume of soda ash from Xinjiang Non-ferrous Group, having considered the increase in production volume of nickel cathodes and copper cathodes in the coming years and the increase in proportion of soda ash to be purchased from Xinjiang Non-ferrous; and (ii) the increase in price of soda ash during the three years ending 31 December 2027.

Production plans of the Group

We have discussed with the management of the Company the production plans of the Group for the three years ending 31 December 2027. We noted that the targeted production volume of the Group’s major products, namely nickel cathodes and copper cathodes, were projected to be approximately 11,000 tonnes and 10,000 tonnes for the year ending 31 December 2025 and then grow slightly at a compound annual growth rate of approximately 2.2% and 1% respectively for the three years ending 31 December 2027, having taken into account the existing production capacity of the Group and the expected future demand of nickel cathodes and copper cathodes.

We understand from the management of the Company that the production volume of nickel cathodes for the year ended 31 December 2022 and 2023 and the six months ended 30 June 2024 was 11,083 tonnes, 7,513 tonnes and 4,757 tonnes respectively, accounted for approximately 92%, 63% and 40% (or 79% if the output is annualized for the year ending 31 December 2024) of the Group’s maximum production capacity respectively while the production volume of copper cathodes for the year ended 31 December 2022 and 2023 and the six months ended 30 June 2024 was 9,302 tonnes, 5,768 tonnes and 4,102 tonnes respectively, accounted for approximately 78%, 48% and 34% (or 68% if the output is annualized for the year ending 31 December 2024) of the Group’s maximum production capacity respectively.

It is noted that the production output for both nickel cathodes and copper cathodes for the year ended 31 December 2023 was relatively low. We were given to understand that in order to enhance production safety and to improve the level of safety at the mines in Xinjiang Uygur Autonomous Region, upon the approval of the Work Safety Committee of the State Council, the Office of the Work Safety Committee of the State Council dispatched a National Mine Safety Assistance and Guidance Working Group to provide assistance and guidance on mine safety in Xinjiang Uygur Autonomous Region. Since February 2023, the Ministry of Emergency Management and the State Administration of Mine Safety have organized the relevant departments, scientific research institutes and production safety experts from mining enterprises to provide assistance and guidance on production safety at the mines in Xinjiang Uygur Autonomous Region (the “ National Assistance Guidance on Production Safety ”), during such time the normal production of the Group had been affected and resulted in a reduction in production volume of the Group’s products, including nickel cathodes

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

and copper cathodes. The National Assistance Guidance on Production Safety have been completed and the Group’s production has now resumed to normal. It is expected that the production volume of nickel cathodes and copper cathodes would increase to around 11,000 tonnes and 10,000 tonnes respectively in 2025, which is similar to the level of 2022.

According to the statistics released by China Non-ferrous Metals Industry Association, a national non-profit association with members from enterprises, institutions and social organizations relating to China’s non-ferrous metals industry and registered with the PRC Ministry of Civil Affairs, China’s production volume of nickel for the year ended 31 December 2022 was approximately 173,000 tonnes, representing an increase of approximately 7.4% as compared to the previous year while the production volume of nickel for the year ended 31 December 2023 was approximately 232,000 tonnes, representing an increase of approximately 34.1% as compared to the previous year.

With reference to the press release issued on 24 September 2024 (Source: https://insg.org/wpcontent/uploads/2024/09/pressrel_INSG-Press_Release_Sep24-ok885blj.pdf) by the International Nickel Study Group (“ INSG ”), an inter-governmental organization to improve the nickel market’s transparency, the world’s primary nickel production was 3.36 million tonnes in 2023 and is projected to increase to 3.516 million tonnes in 2024 and 3.649 million tonnes in 2025. INSG also stated that the world’s primary nickel usage was 3.193 million tonnes in 2023 and would increase to 3.346 million tonnes and 3.514 million tonnes in 2024 and 2025 respectively. Based on the reports namely “Copper Market Forecast 2024/2025” released on 26 September 2024 (Source: https://icsg.org/download/2024-09-26-press-releaseicsg-copper-market-forecast-2024–2025/) and “Copper: Preliminary Data for July 2024” released on 30 September 2024 (Source: https://icsg.org/download/2024-09-30-monthlypress-release/) by the International Copper Study Group (“ ICSG ”), an inter-governmental organization that serves to increase copper market’s transparency and promote international discussions and cooperation on the issues related to copper, the world’s apparent usage of refined copper increased by 2.8% for the year ended 31 December 2023 and 2.9% for the seven months ended 31 July 2024 and the growth rate for the PRC was 3.5% for the seven months ended 31 July 2024. ICSG expected that the world’s apparent usage of refined copper would increase by around 2.2% and 2.7% in 2024 and 2025 respectively while the PRC’s apparent usage of refined copper would grow at approximately 2% in 2024 and 1.8% in 2025.

Given that (i) the market demand for nickel and refined copper in the PRC is generally projected to be on a rising trend in the next few years; and (ii) the Group is well experienced in sales and manufacturing of nickel cathodes and copper cathodes and the production of the Group has resumed following the National Assistance Guidance on Production Safety, we are satisfied that the production plans of the Group have been prepared after due and careful consideration.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Based on the information provided by the Company, the actual selling price of soda ash purchased by the Group from Xinjiang Non-ferrous Group fluctuated during the period from 2022 to 2024 and the average annual selling price grew at a compound annual growth rate of approximately 8.3% from 2022 to 2024. The management of the Company anticipated that the price of soda ash would continue to fluctuate in the future while the average annual selling price for the year ending 31 December 2025 would be maintained at a rate more or less the same as the current level before an upsurge at a compound annual growth rate of approximately 3.6% in 2026 and 2027, in view of the fluctuation in price of soda ash during the past years. Having considered the fluctuation in price of soda ash and the historical compound annual growth rate of the average annual selling price of soda ash during 2022 to 2024, we consider that the projected selling price of soda ash for the three years ending 31 December 2027 is reasonable.

Purchase of transportation services

The historical transaction amount of transportation services provided by Xinjiang Nonferrous Group for the years ended 31 December 2022 and 2023 and the six months ended 30 June 2024 was approximately RMB20.4 million, RMB14.6 million and RMB5.6 million respectively. We were advised by the management of the Company that such decrease was mainly due to a lower demand of transportation services resulted from the decrease in production and sales volume of the Company’s products. Furthermore, the Company also increased the use of transportation services from independent service providers during the period.

We were given to understand from the management of the Company that the demand for transportation services would increase in the coming years as the production and sales volume of the Group was expected to increase during the three years ending 31 December 2027. We have discussed the production plans of the Group for the three years ending 31 December 2027 with the management of the Company and are satisfied that the production plans of the Group have been prepared after due and careful consideration, details of which are set out in the paragraph “Production plans of the Group” above. Moreover, the Group will invite tenders for transportation services of water quenching and copper leaching tailings in late 2024. It is expected that Xinjiang Non-ferrous Group will submit a tender for the services and therefore a buffer for the transportation services under the proposed tender is budgeted for the Renewed Annual Caps in respect of transportation services to cater for the possible transactions in case Xinjiang Non-ferrous Group is awarded with the contracts.

Given the aforementioned factors, the Company anticipated that the transaction amount for transportation services from Xinjiang Non-ferrous Group would increase at a commensurate rate consistent with the expected growth in production and sales volume of the Company’s products to approximately RMB60.4 million, RMB61.8 million and RMB62.9 million for the years ending 31 December 2025, 2026 and 2027 respectively.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Based on the above and having considered that the Renewed Annual Caps represent only the maximum amounts that can be transacted between the Group and Xinjiang Non-ferrous Group during the relevant period and the actual prices to be charged by Xinjiang Non-ferrous Group will depend on the prevailing market rate at the time of the transactions, we consider that the proposed Renewed Annual Caps in respect of the Supporting and Ancillary Services for the three years ending 31 December 2027 are fair and reasonable.

(c) Provision of the Company’s Products

The historical transaction amount of the sales of the Company’s Products by the Group to Xinjiang Non-ferrous Group increased from approximately RMB101.7 million for the year ended 31 December 2022 to approximately RMB139.0 million for the year ended 31 December 2023 and further increased to approximately RMB224.6 million for the six months ended 30 June 2024. We were advised by the management of the Company that the increase during the year ended 31 December 2023 was mainly attributable to the increases in average selling prices of copper concentrates and gold of approximately 4.2% and 11.4% respectively in 2023, as compared to 2022, as well as the increase in sales volume of copper concentrates and gold sold to Xinjiang Non-ferrous Group in 2023. Starting from June 2024, the Group adjusted its selling strategy in respect of sales of copper cathodes by selling all copper cathodes to Xinjiang Non-ferrous Group, instead of selling a majority of the copper cathodes to independent third-party customers. As a result, the transaction amount of the sales of copper cathodes to Xinjiang Non-ferrous Group significantly increased to approximately RMB208.8 million for the six months ended 30 June 2024. It is expected that such selling strategy will continue in the coming years.

The breakdown of the Renewed Annual Caps in respect of the provision of the Company’s Products are summarized as follows:

Sales of copper cathodes Sales of other Company’s Products Renewed Annual Caps for the provision of the Company’s Products	Renewed Annual Caps For the year ending 31 December 2025 2026 2027 RMB’000 RMB’000 RMB’000 682,301 667,898 696,438 75,180 78,524 81,964 757,481 746,422 778,402	Renewed Annual Caps For the year ending 31 December 2025 2026 2027 RMB’000 RMB’000 RMB’000 682,301 667,898 696,438 75,180 78,524 81,964 757,481 746,422 778,402
		778,402

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

We have discussed with the management of the Company, and reviewed, the calculation of the Renewed Annual Caps in respect of the provision of the Company’s Products. It was noted that the sales of copper cathodes account for around 90% of the Renewed Annual Caps for the provision of the Company’s Products. Therefore, our analysis focuses on the sales of copper cathodes.

The Company anticipated that the transaction amounts of sales of copper cathodes to Xinjiang Non-ferrous Group for the years ending 31 December 2025, 2026 and 2027 would be approximately RMB682.3 million, RMB667.9 million and RMB696.4 million, which corresponds to a sales volume of copper cathodes of approximately 10,280 tonnes, 10,063 tonnes and 10,493 tonnes for the years ending 31 December 2025, 2026 and 2027 respectively.

According to the Company’s annual reports for the years ended 31 December 2021, 31 December 2022 and 31 December 2023 and the interim report for the six months ended 30 June 2024, the Group’s sales volume of copper cathodes was 11,051 tonnes, 9,775 tonnes, 4,908 tonnes and 3,008 tonnes for the years ended 31 December 2021, 31 December 2022 and 31 December 2023 and the six months ended 30 June 2024 respectively.

In order to enhance production safety and to improve the level of safety at the mines in Xinjiang Uygur Autonomous Region, upon the approval of the Work Safety Committee of the State Council, the Office of the Work Safety Committee of the State Council dispatched a National Mine Safety Assistance and Guidance Working Group to provide assistance and guidance on mine safety in Xinjiang Uygur Autonomous Region. Since February 2023, the Ministry of Emergency Management and the State Administration of Mine Safety have organized the National Assistance Guidance on Production Safety, during such time the normal production of the Group had been affected and resulted in a reduction in production volume of copper cathodes of the Group. As such, the sales volume of copper cathodes for the year ended 31 December 2023 decreased significantly. The National Assistance Guidance on Production Safety has been completed and the Group’s production has resumed to a normal level.

Based on the discussions between the Group and Xinjiang Non-ferrous Group and having considered the volume of copper cathodes available for sales by the Group, it is expected that the volume of copper cathodes for sales to Xinjiang Non-ferrous Group would be in a range of approximately 10,063 tonnes to 10,493 tonnes during the three years ending 31 December 2027, which are similar to the Group’s average sales volume of copper cathodes for the years ended 31 December 2021 and 2022 of approximately 10,413 tonnes. We have reviewed the memorandum of understanding entered into between the Group and Xinjiang Non-ferrous Group regarding the projected sales volume of copper cathodes to be traded between the parties in 2025, 2026 and 2027 and noted that the tentative purchase volume of copper cathodes agreed by both parties is in line with the projected sales volumes adopted by the Group in budgeting the sales of copper cathodes.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As disclosed in the Letter from the Board, the prices of copper cathodes sold by the Company to Xinjiang Non-ferrous Group are determined based upon the spot prices of the product from Shanghai Yangtze River Nonferrous Metals Spot Market and the relevant future prices quoted on Shanghai Futures Exchange. Based on the information from the website of Shanghai Yangtze River Non-ferrous Metals Spot Market, we noted that the price of copper fluctuated significantly during the period from January 2022 to February 2024 and increased to the highest level in May 2024. Then, the price retreated in the recent months. The average spot price (including tax) of copper cathodes in the Shanghai Yangtze River Non-ferrous Metals Spot Market was RMB67,645 per tonne, RMB68,401 per tonne and RMB74,569 per tonne in the year 2022 and 2023 and the first half of 2024 respectively while the Group’s average selling price of copper cathodes (tax exclusive) was RMB59,605 per tonne for the year ended 31 December 2022, RMB60,334 per tonne for the year ended 31 December 2023 and RMB69,407 per tonne for the six months ended 30 June 2024.

According to the Commodity Markets Outlook Forecast released in April 2024 (Source: https://openknowledge.worldbank.org/server/api/core/bitstreams/9e84a1ca-8a6b-45c18693-01edc068408d/content) by The World Bank, an international financial institution that provides loans and grants to governments of developing countries, copper price was US$8,490 (approximately RMB60,428) per tonne in 2023 and was forecasted to be US$8,900 (approximately RMB63,347) per tonne in 2024 and then falling to US$8,800 (approximately RMB62,635) per tonne in 2025. On the other hand, the management of the Company expected that the average price of copper cathodes in the PRC continue to increase slightly to approximately RMB66,400 in 2025 and then maintain at a relatively stable level thereafter. In view of the Group’s average selling prices of copper cathodes in the past years and the Group’s expectation on the price of copper cathodes in the PRC in the coming years, the existing selling price of copper cathodes of approximately RMB66,372 per tonne was adopted by the Company for calculating the Renewed Annual Caps for the provision of the Company’s Product.

Having considered that the price fluctuation in copper cathodes in the PRC may persist in the coming years and the budgeted transaction amounts represent only the maximum amounts that can be transacted between the Group and Xinjiang Non-ferrous Group during the relevant period and the actual selling price of copper cathodes to be charged by the Group depends on the prevailing market price at the time of the transactions, we consider that a small buffer for price fluctuations is justifiable and the projected selling price of copper cathodes adopted by the Group for estimating the Renewed Annual Caps for the provision of the Company’s Product is reasonable although a slight decrease in copper prices in 2025 was expected by The World Bank.

Having considered the substantial increase in sales volume of copper cathodes to Xinjiang Non-ferrous Group in the coming years, we consider that the Renewed Annual Caps for the sales of the Company’s Products proposed by the Directors are fair and reasonable.

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LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

RECOMMENDATION

Having considered the aforementioned principal factors and reasons, we consider that (i) the Continuing Connected Transactions are conducted in the ordinary and usual course of business of the Group; and (ii) the terms of the Continuing Connected Transactions (and the Renewed Annual Caps thereunder) are on normal commercial terms and fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and Shareholders as a whole. We, therefore, recommend the Independent Board Committee to advise the Independent Shareholders, and we also recommend the Independent Shareholders, to vote in favour of the resolution to approve the Continuing Connected Transactions (including the Renewed Annual Caps) at the upcoming EGM.

Yours faithfully, For and on behalf of Crescendo Capital Limited

Amilia Tsang Helen Fan Managing Director Director

Notes:

(i) Ms. Amilia Tsang is a licensed person under the SFO permitted to engage in Type 6 (advising on corporate finance) regulated activity and has over 20 years of experience in corporate finance.
(ii) Ms. Helen Fan is a licensed person under the SFO permitted to engage in Type 6 (advising on corporate finance) regulated activity and has approximately 16 years of experience in corporate finance.

– 51 –

GENERAL INFORMATION

APPENDIX I

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

Directors, supervisors and chief executive of the Company

(i) As at the Latest Practicable Date, save and except for Mr. Zhou Chuanyou, being a Director, who has interest in 345,924,000 domestic shares and 135,000,000 H Shares of the Company as set out in the section headed “Substantial shareholders of the Company” on page 53 of this circular, none of the Directors, supervisors and chief executive of the Company had any interests and short positions in the shares, underlying shares and/or debentures (as the case may be) of the Company or any of its associated corporations (within the meaning of the SFO) which was required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interest and short position which any such Director, chief executive or supervisor is taken or deemed to have under such provisions of the SFO) or which was required to be entered into the register required to be kept by the Company under section 352 of the SFO or which was otherwise required to be notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers in the Listing Rules.
(ii) As at the Latest Practicable Date, none of the Directors or supervisors of the Company had any direct or indirect interest in any assets which have since 31 December 2023 (being the date to which the latest published audited financial statements of the Company were made up) been acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group.

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GENERAL INFORMATION

APPENDIX I

Substantial shareholders of the Company

As at the Latest Practicable Date, so far as the Directors are aware, each of the following persons, not being a Director, chief executive or supervisor of the Company, had an interest in the shares of the Company which falls to be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and 3 of Part XV of the SFO:

			Approximate
			percentage of	Approximate
			shareholding on	percentage of
	Number of		relevant class of	the total share
Name	shares held	Class of share	shares	capital
			(%)	(%)
Xinjiang Non-ferrous Metal	885,204,000 (L)	Domestic share	70.29	40.06
Industry (Group) Ltd.*
(新疆有色金屬工業（集團）有限責任公司）
Shanghai Yilian Kuangneng Co. Ltd.*	282,896,000 (L)	Domestic share	22.46	12.80
(上海怡聯礦能實業有限公司)
(Note 1)
Zhongjin Investment (Group) Ltd.*	63,028,000 (L)	Domestic share	5.00	2.85
(中金投資（集團）有限公司)	135,000,000 (L)	H share	14.20	6.11
(Note 1)
Zijin Mining Group Company Limited*	59,444,000 (L)	H share	6.25	2.69
(紫金礦業集團股份有限公司)		(Note 2)
(“Zijin Mining”)
Zijin Mining Group (Xiamen)	56,580,000	H share	5.95	2.56
Investment Co., Ltd*
(紫金礦業集團（廈門）投資有限公司)
(“Zijin Mining (Xiamen)”)

(L) = Long positions

Note 1: The entire shareholding or equity interests of Shanghai Yilian Kuangneng Co. Ltd* (上海怡聯礦能實業有限公司) and Zhongjin Investment are beneficially owned by Mr. Zhou Chuanyou.

Note 2: The H shares are held by Zijin Mining (Xiamen) and Gold Mountains (H.K.) International Mining Company Limited (金山（香港）國際礦業有限公司). The entire shareholding or equity interests of Zijin Mining (Xiamen) and Gold Mountains (H.K.) International Mining Company Limited are beneficially owned by Zijin Mining.

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GENERAL INFORMATION

APPENDIX I

Save as disclosed above, as at the Latest Practicable Date, there was no other person (other than a Director, chief executive or supervisor of the Company), who had an interest or short position in the shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or who was, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group.

3. SERVICE AGREEMENTS

As at the Latest Practicable Date, each of the Directors and supervisors of the Company has entered into a service contract for a term of three years with the Company from 14 October 2023 or the date of new appointment to the expiration of the term of the seventh session of the Board of Directors and of the Supervisory Committee of the Company.

Pursuant to the Articles of Association, the term for Directors and supervisors of the Company is three years commencing from the date of their respective appointment or re-appointment, subject to re-appointment at a general meeting.

Save as disclosed above, none of the Directors or supervisors of the Company had any existing or proposed service contract with any member of the Group (except contracts expiring or determinable by the Group within one year without payment of compensation (other than statutory compensation)).

4. INTEREST IN CONTRACT

As at the Latest Practicable Date, none of the Directors or supervisors of the Company had a material interest, either directly or indirectly, in any contract of significance to the business of the Group to which any member of the Group was a party.

5. NO MATERIAL ADVERSE CHANGES

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2023, the date to which the latest published consolidated audited accounts of the Company were made up.

6. COMPETING INTEREST

As at the Latest Practicable Date, the following Directors are considered to have interests in a business which competes or is likely to compete, either directly or indirectly, with the businesses of the Company, as defined in the Listing Rules:

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GENERAL INFORMATION

APPENDIX I

Mr. Qi Xinhui is the deputy general manager of Xinjiang Non-ferrous; Mr. Wang Lijian is the director of the organization and personnel department, director (manager) of the human resources department, and vice president of the Party school of Xinjiang Non-ferrous; Ms. Chen Yang is a manager of the legal department of Xinjiang Non-ferrous; and Mr. Chen Yin is the deputy secretary of the Party Committee of the Company, and secretary to the Party Committee of the Company is appointed directly by Xinjiang Non-ferrous. Mr. Qi Xinhui, Mr. Chen Yin, Mr. Wang Lijian and Ms. Chen Yang have not given any confidential or sensitive commercial information of the Company to Xinjiang Non-ferrous or any other third party and have physically abstained the voting right of directors to consider connected transactions with Xinjiang Non-ferrous. As the Board of Directors of the Company is independent from the board of directors of Xinjiang Non-ferrous and the above Directors do not control the Board of the Company, the Group is capable of carrying on its businesses independent from, and at arm’s length from, the business of Xinjiang Non-ferrous.

Save as disclosed above, none of the Directors and its subsidiary, or their respective associates (as defined in the Listing Rules) had interests in a business which competes or is likely to compete, either directly or indirectly, with the businesses of the Group.

7. EXPERT AND CONSENT

(a) The following is the qualifications of the expert who has given opinions and advice which are included in this circular:

Name Qualification

Crescendo Capital A licensed corporation to carry out type 6 regulated activity (advising on corporate finance) under the SFO

(b) As at the Latest Practicable Date, Crescendo Capital does not have any shareholding, directly or indirectly, in any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.
(c) As at the Latest Practicable Date, Crescendo Capital has given and has not withdrawn its written consent to the issue of this circular, with the inclusion of the references to its name and/or its opinion in the form and context in which they are included.
(d) As at the Latest Practicable Date, Crescendo Capital did not have any direct or indirect interest in any asset which had been acquired, or disposed of by, or leased to any member of the Group, or was proposed to be acquired, or disposed of by, or leased to any member of the Group since 31 December 2023, the date to which the latest published audited financial statements of the Group were made up.

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GENERAL INFORMATION

APPENDIX I

8. MISCELLANEOUS

(a) The statutory address and principal place of business of the Company in the PRC is situated at No. 501, Fusion South Road, Cooperation Zone, Economic and Technological Development Zone, Urumqi, Xinjiang, the PRC.
(b) The registered office of the Company in Hong Kong is 9/F, The Center, 99 Queen’s Road Central, Central, Hong Kong.
(c) The Hong Kong share registrar and transfer office of the Company is Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Center, 183 Queen’s Road East, Wanchai, Hong Kong.
(d) The joint company secretaries of the Company are Mr. Wu Ning and Mr. Lam Siu Wing.
(e) In the event of inconsistency, the English text of this circular shall prevail over the Chinese text, except Appendix II to Appendix V Proposed Amendments to the Articles of Association and the Rules of Procedures of the Shareholders’ General Meeting, Board of Directors and Supervisory Committee of which the Chinese text shall prevail over the English text.

9. DOCUMENTS ON DISPLAY

Copies of the following documents will be on display for inspection on the website of the Stock Exchange at www.hkexnews.hk and the Company’s website at kunlun.wsfg.hk from the date of this circular up to and including the date of the EGM:

(a) the service agreements referred to in the section headed “Service Agreements” in this Appendix;
(b) the letter of advice from Crescendo Capital, the text of which is set out in this circular;
(c) the letter of recommendation from the Independent Board Committee, the text of which is set out in this circular;
(d) the letter of consent referred to under the paragraph headed “Expert and Consent” in this appendix; and
(e) copies of the Existing Mutual Supply Agreement and Renewed Mutual Supply Agreement.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

**Xinjiang Xinxin Mining Industry Co., Ltd.* Comparison Table on the Amendments to the Articles of Association**

EXPLANATION:

In the amended articles, the text proposed to be deleted is presented in the form of a strikethrough line, while the text proposed to be added is presented in the form of an underline;
The following table does not include amendment comparisons for changes in clause numbers only.

Original articles	Amended articles	Amended articles	Amended articles	Amended articles	Basis for amendments
Full textShareholders’ general meeting	Full textShareholders’		~~general~~ meeting		It is amended according to the Company Law of the People’s Republic of China (hereinafter referred to as the “Company Law”).
Full textAnnual general meeting	Full textAnnual meeting	shareholders’		~~general~~	It is amended according to the Company Law.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles

Article 1 In order to regulate the composition and act of Xinjiang Xinxin Mining Industry Co., Ltd. (the “ Company ”), insist on and consolidate the comprehensive leadership of the Party, protect the legitimate rights and interests of shareholders and creditors, the Articles of Association (the “ Articles ”) are formulated in accordance with the Company Law of the People’s Republic of China (the “ Company Law ”), the Securities Law of the People’s Republic of China, the Special Provisions of the State Council Concerning the Flotation and Listing Abroad of Stocks by Limited Stock Companies (the “ Special Provisions ”), the Prerequisite Clauses for Articles of Association of Companies Seeking Listing outside the PRC (the “ Prerequisite Clauses ”), the Letter of Opinions on the Supplemental Amendments to Articles of Association of Companies Seeking Listing in Hong Kong (the “ Letter of Opinions on Supplemental Amendments ”) and other relevant regulations.

Amended articles Basis for amendments Article 1 In order to regulate the Relevant laws and regulations composition and act of Xinjiang Xinxin such as the Special Provisions Mining Industry Co., Ltd. (the “ Company ”), o f t h e S t a t e C o u n c i l insist on and consolidate the comprehensive Concerning the Flotation and leadership of the Party, protect the legitimate Listing Abroad of Stocks by rights and interests of shareholders , staff and Limited Stock Companies creditors, the Articles of Association (the (the “ Special Provisions ”), “ Articles ”) are formulated in accordance the Prerequisite Clauses with the Company Law of the People’s for Articles of Association Republic of China (the “ Company Law ”), o f C o m p a n i e s S e e k i n g the Securities Law of the People’s Republic Listing outside the PRC (the of China, ~~the Special Provisions of the State~~ “ Prerequisite Clauses ”), ~~Council Concerning the Flotation and~~ the Letter of Opinions on the ~~Listing Abroad of Stocks by Limited Stock~~ Supplemental Amendments ~~Companies (the “Special Provisions”),~~ to Articles of Association of ~~the Prerequisite Clauses for Articles~~ Companies Seeking Listing ~~of Association of Companies Seeking~~ in Hong Kong (the “ Letter of ~~Listing outside the PRC (the “P~~ rerequisite Opinions on Supplemental Clauses ~~”), the Letter of Opinions on the~~ A m e n d m e n t s ” ) h a v e ~~Supplemental Amendments to Articles of~~ been abolished; add the ~~Association of Companies Seeking Listing~~ T r i a l M e a s u r e s f o r t h e ~~in Hong Kong (the “Letter of Opinions~~ Administration of Overseas ~~on Supplemental Amendments ”)~~ the Issuance and Listing of Trial Measures for the Administration of Securities by Domestic Overseas Issuance and Listing of Securities Enterprises (the “ Trial by Domestic Enterprises (the “ Trial Measures ”) and the Rules Measures”), the Rules Governing the Governing the Listing of Listing of Securities on The Stock Exchange Securities on The Stock of Hong Kong Limited and other relevant Exchange of Hong Kong regulations. Limited (the “ Listing Rules ”) as the basis for amendments.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles	Amended articles	Basis for amendments
Article 2The Company is a company limited by shares established in accordance with the Company Law, the Special Provisions and other relevant regulations and shall observe and comply with the Company Law, Special Provisions and the Articles. ⋯⋯	Article 2The Company is a company limited by shares established in accordance with the Company Law~~, the Special~~ ~~Provisions~~ and other relevant regulations and shall observe and comply with the Company Law~~, Special Provisions~~ and the Articles. ⋯⋯	It is deleted as the Special Provisions has been abolished.
Article 4Domicile of the Company: No. 501, Fusion South Road, Cooperation Zone, Economic and Technological Development Zone, Urumqi, Xinjiang. Postal Code: 830027 Telephone number: 0086－0991－4852773 Fax number: 0086－0991－4853773	Article 4Domicile of the Company: No. 501, Fusion South Road, Cooperation Zone, Economic and Technological Development Zone, Urumqi, Xinjiang. Postal Code: 830027 ~~Telephone number: 0086－0991－4852773~~ ~~Fax number: 0086－0991－4853773~~	It is deleted as the Prerequisite Clauses on which the original article was based has been abolished and for the purpose of maintaining the stability of content of the Articles given that the contact information of the Company may change.
Article 5The legal representative of the Company is the chairman of the Company.	Article 5The legal representative of the Company is the~~chairman~~ general manager of the Company.	It is amended according to the Company Law and in combination with the actual situation of the Company.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles		Amended articles	Basis for amendments
Article 8The Articles shall be passed by way of special resolution at the general meeting of the Company and come into effect from the date of listing of the Company’s overseas listed foreign shares of the initial public offering on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and shall be submitted to the original industry and commerce administration organ for record, superseding the original articles of association of the Company. The Articles shall be the legally binding document regulating the constitution and act of the Company, the rights and obligations between the Company and its shareholders, and the rights and obligations among the shareholders from the effective date of the Articles.		Article 8The Articles shall be passed by way of special resolution at the general meeting of the Company and come into effect from the date of listing of the Company’s overseas listed foreign shares of the initial public offering on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) and shall be submitted to the~~original industry and commerce~~ ~~administration organ~~ company registration authority for record, superseding the original articles of association of the Company. The Articles shall be the legally binding document regulating the constitution and act of the Company, the rights and obligations between the Company and its shareholders, and the rights and obligations among the shareholders from the effective date of the Articles.	It is amended according the Company Law.
Article 10The Company may invest in other enterprises; however, unless the law provides otherwise, it shall not become the investor that assumes joint and several liability for the debts of the enterprises in which it invests.		Article 10The Company may invest in other enterprises; however,~~unless~~ if the law provides~~otherwise, it~~ that the Company shall not become the investor that assumes joint and several liability for the debts of the enterprises in which it invests, the provisions shall apply .	It is amended according the Company Law.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles		Amended articles	Basis for amendments
Article 13The Company shall have ordinary shares in place at all times. The Company may create other classes of shares according to its needs, subject to the approval by the companies examining and approving authority(ies) authorized by the State Council. The issue of the shares of the Company shall be equal and fair. Every share of the same class shall rank pari passu with each other. Shares of the same class issued at the same time shall be issued on the same conditions and at the same price. Any entity and individual shall pay the same price for each of the share they subscribe for.		Article 13The Company shall have ordinary shares in place at all times. The Company may create other classes of shares according to its needs~~, subject to the~~ ~~approval by the companies examining and~~ ~~approving authority(ies) authorized by the~~ ~~State Council~~ ~~.~~For the issue of securities, the Company shall follow the registration or filing procedures with the China Securities Regulatory Commission (hereinafter referred to as the“CSRC”) in accordance with the provisions of the Securities Law and the Trial Measures. The issue of the shares of the Company shall be equal and fair. Every share of the same class shall rank pari passu with each other. Shares of the same class issued at the same time shall be issued on the same conditions and at the same price. Any entity and individual shall pay the same price for each of the share they subscribe for.	It is amended as the Special Provisions and the Prerequisite Clauses on which the original article was based have been abolished and in accordance with the Securities Law and the Trial Measures.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles		Amended articles	Basis for amendments
Article 15Upon approval by the securities regulatory authority of the State Council, the Company may issue shares to domestic investors and foreign investors. The “foreign investors” referred to in the preceding paragraph shall mean the investors from foreign countries or Hong Kong, Macau and Taiwan who have subscribed the shares issued by the Company. The “domestic investors” shall mean the investors within the territory of the People’s Republic of China other than those mentioned above who have subscribed the shares issued by the Company.		Article 15Upon~~approval by the securities~~ ~~regulatory authority of the State Council~~ registration or filing with the CSRC ,the Company may issue shares to domestic investors and foreign investors. The “foreign investors” referred to in the preceding paragraph shall mean the investors from foreign countries or Hong Kong, Macau and Taiwan who have subscribed the shares issued by the Company. The “domestic investors” shall mean the investors within the territory of the People’s Republic of China other than those mentioned above who have subscribed the shares issued by the Company.	It is amended in accordance with the Trial Measures.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles

Article 18

⋯⋯

It was approved by special resolution at the second extraordinary general meeting of 2007 held by the Company on 11 May 2007 and by the China Securities Regulatory Commission that the Company would implement share split for the purpose of the public offering of the Company’s overseas listed foreign shares, i.e., to split the issued domestic ordinary shares of the Company with a par value of RMB1.00 per share into four shares of a par value of RMB0.25 per share. After the share split, the registered capital of the Company shall remain RMB380,000,000 and the total number of the domestic ordinary shares of the Company shall be 1,520,000,000 shares, among which, 954,204,000 shares were held by Xinjiang Nonferrous Metal Industry (Group) Co., Ltd., accounting for 62.7766% of the total number of the Company’s shares; 282,896,000 shares were held by Shanghai Yilian Mining and Energy Co., Ltd., accounting for 18.6116% of the total number of the Company’s shares; 198,028,000 shares were held by Zhongjin Investment (Group) Co., Ltd., accounting for 13.0282% of the total number of the Company’s shares; 56,580,000 shares were held by Xiamen Zijin High-tech Co., Ltd. (renamed as Zijin Mining Group (Xiamen) Investment Co., Ltd.), accounting for 3.7224% of the total number of the Company’s shares; 22,020,000 shares were held by Xinjiang Xinying New Material Co., Ltd., accounting for 1.4487% of the total number of the Company’s shares; and 6,272,000 shares were held by Shaanxi Honghao Industry Co., Ltd., accounting for 0.4125% of the total number of the Company’s shares.

Amended articles

Article 18 ⋯⋯

It was approved by special resolution at the second extraordinary general meeting of 2007 held by the Company on 11 May 2007 and by the ~~China Securities Regulatory Commission~~ CSRC that the Company would implement share split for the purpose of the public offering of the Company’s overseas listed foreign shares, i.e., to split the issued domestic ordinary shares of the Company with a par value of RMB1.00 per share into four shares of a par value of RMB0.25 per share. After the share split, the registered capital of the Company shall remain RMB380,000,000 and the total number of the domestic ordinary shares of the Company shall be 1,520,000,000 shares, among which, 954,204,000 shares were held by Xinjiang Nonferrous Metal Industry (Group) Co., Ltd., accounting for 62.7766% of the total number of the Company’s shares; 282,896,000 shares were held by Shanghai Yilian Mining and Energy Co., Ltd., accounting for 18.6116% of the total number of the Company’s shares; 198,028,000 shares were held by Zhongjin Investment (Group) Co., Ltd., accounting for 13.0282% of the total number of the Company’s shares; 56,580,000 shares were held by Xiamen Zijin High-tech Co., Ltd. (renamed as Zijin Mining Group (Xiamen) Investment Co., Ltd.), accounting for 3.7224% of the total number of the Company’s shares; 22,020,000 shares were held by Xinjiang Xinying New Material Co., Ltd., accounting for 1.4487% of the total number of the Company’s shares; and 6,272,000 shares were held by Shaanxi Honghao Industry Co., Ltd., accounting for 0.4125% of the total number of the Company’s shares.

Basis for amendments

It is amended as Article 13 of the Articles has defined the abbreviation of the “China Securities Regulatory Commission”.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles		Amended articles	Basis for amendments
Article 19 ⋯⋯ Upon approval by China Securities Regulatory Commission, Zhongjin Investment (Group) Co., Ltd. converted 135,000,000 domestic unlisted shares that it held into overseas listed shares, and Zijin Mining Group (Xiamen) Investment Co., Ltd. converted 56,580,000 domestic unlisted shares that it held into overseas listed shares. On 19 December 2022, the aforesaid shares totaling 191,580,000 shares were listed on the Hong Kong Stock Exchange. Upon completion of the conversion of the domestic unlisted shares into overseas listed shares, the total number of shares of the Company shall be 2,210,000,000 shares (comprising 1,259,420,000 domestic ordinary shares, representing 56.99% of the total number of issued shares of the Company; and 950,580,000 H shares, representing 43.01% of the total number of issued shares of the Company). Zhongjin Investment (Group) Co., Ltd. holds 63,028,000 domestic ordinary shares, representing 2.85% of the total number of issued shares of the Company; Zijin Mining Group (Xiamen) Investment Co., Ltd. no longer holds domestic ordinary shares. Upon approval by the State Council or the regulatory authority(ies) authorized by the State Council and subject to the requirements of the Hong Kong Stock Exchange, the domestic shares of the Company may be converted into H shares of the Company and be listed and traded on the Hong Kong Stock Exchange.		Article 19 ⋯⋯ Upon approval by~~China Securities~~ ~~Regulatory Commission~~ CSRC , Zhongjin Investment (Group) Co., Ltd. converted 135,000,000 domestic unlisted shares that it held into overseas listed shares, and Zijin Mining Group (Xiamen) Investment Co., Ltd. converted 56,580,000 domestic unlisted shares that it held into overseas listed shares. On 19 December 2022, the aforesaid shares totaling 191,580,000 shares were listed on the Hong Kong Stock Exchange. Upon completion of the conversion of the domestic unlisted shares into overseas listed shares, the total number of shares of the Company shall be 2,210,000,000 shares (comprising 1,259,420,000 domestic ordinary shares, representing 56.99% of the total number of issued shares of the Company; and 950,580,000 H shares, representing 43.01% of the total number of issued shares of the Company). Zhongjin Investment (Group) Co., Ltd. holds 63,028,000 domestic ordinary shares, representing 2.85% of the total number of issued shares of the Company; Zijin Mining Group (Xiamen) Investment Co., Ltd. no longer holds domestic ordinary shares. Upon~~approval by the~~ ~~State Council or the~~ ~~regulatory authority(ies) authorized by~~ ~~the State Council~~ filing with the CSRC and subject to the requirements of the Hong Kong Stock Exchange, the domestic shares of the Company may be converted into H shares of the Company and be listed and traded on the Hong Kong Stock Exchange.	It is amended as Article 13 of the Articles has defined the abbreviation of the “China Securities Regulatory Commission” and in accordance with the Trail Measures.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles

Article 20 The Company’s board of directors may make implementation arrangements for the scheme of the respective issuance of overseas listed foreign shares and domestic shares after proposals made for the issuance of the same have been approved by the securities regulatory authority of the State Council.

The Company may implement the proposals respectively to issue overseas listed foreign shares and domestic shares pursuant to the preceding paragraph within fifteen months from the date of approval by the securities supervisory authority of the State Council.

Article 21 Where the Company respectively issues overseas listed foreign shares and domestic shares within the total number of shares fixed by its proposals for issue of shares, such shares shall be fully subscribed for in the respective offerings. If the shares cannot be fully subscribed for in the respective offerings due to special circumstances, the shares may, subject to the approval by the securities regulatory authority of the State Council, be issued respectively for subscription in several issues.

Amended articles ~~Article 20 The Company’s board of directors may make implementation arrangements for the scheme of the respective issuance of overseas listed foreign shares and domestic shares after proposals made for the issuance of the same have been approved by the securities regulatory authority of the State Council. The Company may implement the proposals respectively to issue overseas listed foreign shares and domestic shares pursuant to the preceding paragraph within fifteen months from the date of approval by the securities supervisory authority of the State Council. A r t i c l e 2 1 W h e r e t h e C o m p a n y respectively issues overseas listed foreign shares and domestic shares within the total number of shares fixed by its proposals for issue of shares, such shares shall be fully subscribed for in the respective offerings. If the shares cannot be fully subscribed for in the respective offerings due to special circumstances, the shares may, subject to the approval by the securities regulatory authority of the State Council, be issued respectively for subscription in several issues.~~

Basis for amendments It is deleted as the Special Provisions and the Prerequisite Clauses on which the original article was based have been abolished and the Listing Rules has also deleted relevant provisions, and in combination with the changes to the stock issuance review system.

It is deleted as the Special Provisions and the Prerequisite Clauses on which the original article was based have been abolished, the Listing Rules has also deleted relevant provisions, and Article 13 of the Articles has formulated the basis for the issue of securities.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles	Amended articles	Basis for amendments
Article 23 ⋯⋯ Following the increase or decrease in its capital, the Company shall complete change of registration with the original industry and commerce administration authority and make an announcement.	Article 21 ⋯⋯ Following the increase or decrease in its capital, the Company shall complete change of registration with~~the original industry and~~ ~~commerce administration~~ its registration authority and make an announcement.If the Company issues securities, it shall file with the CSRC within 3 working days after the completion of the issuance.	It is amended in accordance with the Company Law and the Trial Measures.

Article 26Shares held by the promoters of the Company shall not be transferred within one year from the date on which the Company is incorporated. Shares issued prior to public offering of the Company shall not be transferred within one year from the date on which the shares of the Company are listed and traded on the Hong Kong Stock Exchange. ⋯⋯	Article 24 ~~Shares held by the promoters~~ ~~of the Company shall not be transferred~~ ~~within one year from the date on which the~~ ~~Company is incorporated.~~ Shares issued prior to public offering of the Company shall not be transferred within one year from the date on which the shares of the Company are listed and traded on the Hong Kong Stock Exchange. ⋯⋯	It is amended in accordance with the Company Law.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles		Amended articles	Basis for amendments
Article 29Upon approval by the securities regulatory authority of the State Council, the holders of domestic shares of the Company may transfer all or part of their domestic shares to overseas investors, and such transferred shares may be listed and traded on overseas stock exchanges; and they may also convert all or part of their domestic shares to foreign shares and such converted shares may be listed and traded on overseas stock exchanges. The listing and trading of transferred or converted shares on overseas stock exchanges shall comply with the regulatory procedures, regulations and requirements of such overseas stock exchanges. Unless otherwise required by an overseas stock exchange, neither the listing and trading of shares so transferred on such overseas stock exchange nor the conversion of such domestic shares into foreign shares and their listing and trading on such overseas stock exchange requires voting at general meeting or class meeting. The overseas listed foreign shares converted from domestic shares are the same class shares as the original overseas listed foreign shares.		Article 27Upon~~approval by the securities~~ ~~regulatory authority of the State Council~~ filing with the CSRC ,the holders of domestic shares of the Company may transfer all or part of their domestic shares to overseas investors, and such transferred shares may be listed and traded on overseas stock exchanges; and they may also convert all or part of their domestic shares to foreign shares and such converted shares may be listed and traded on overseas stock exchanges. The listing and trading of transferred or converted shares on overseas stock exchanges shall comply with the regulatory procedures, regulations and requirements of such overseas stock exchanges. Unless otherwise required by an overseas stock exchange, neither the listing and trading of shares so transferred on such overseas stock exchange nor the conversion of such domestic shares into foreign shares and their listing and trading on such overseas stock exchange requires voting at general meeting or class meeting. The overseas listed foreign shares converted from domestic shares are the same class shares as the original overseas listed foreign shares.	It is amended in accordance with the Trial Measures.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles		Amended articles			Basis for amendments
Article 31The Company must produce a balance sheet and a assets list in the event of reduction of its registered capital. The Company shall, within ten days from the date of adoption of the resolution on reduction of its registered capital, notify its creditors, and shall make an announcement in the newspaper (including newspaper in the PRC and which complies with the Listing Rules of The Stock Exchange of Hong Kong Limited) within 30 days therefrom. The creditors shall, within 30 days from the date on which they receive the notice, or within 45 days from the date on which the announcement is made in the event of their failure to receive such notice, be entitled to require the Company to discharge its debts or provide relevant securities for the discharge of such debts. After reduction of the capital by the Company, the registered capital shall not be less than the minimum amount required by laws.		Article 29The Company~~must~~ shall produce a balance sheet and a assets list in the event of reduction of its registered capital. The Company shall, within ten days from the date of adoption of the resolution on reduction of its registered capital, notify its creditors, and shall make an announcement in the newspaper (including newspaper in the PRC and which complies with the Listing Rules of The Stock Exchange of Hong Kong Limited)or the National Enterprise Credit Information Publicity System within 30 days therefrom. The creditors shall, within 30 days from the date on which they receive the notice, or within 45 days from the date on which the announcement is made in the event of their failure to receive such notice, be entitled to require the Company to discharge its debts or provide relevant securities for the discharge of such debts.			It is amended in accordance with the Company Law.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles		Amended articles	Basis for amendments
Article 32Under the following circumstances, the Company may repurchase its issued shares in accordance with the procedures set out in the Articles and subject to the approval by the relevant responsible authority of the State Council: (1) it cancels shares for the purpose of reduction of the Company’s capital; (2) it merges with other companies that hold its shares; ⋯⋯		Article 30Under the following circumstances, the Company may repurchase its issued shares in accordance with the procedures set out in the Articles~~and subject to the approval by the~~ ~~relevant responsible authority of the State~~ ~~Council~~ ~~:~~ (1) it~~cancels shares for the purpose of~~ ~~reduction~~ reduces the registered capital of the Company~~’s capital~~ ~~;~~ (2) it merges with other companies that hold its shares; ⋯⋯	It is amended as the Special Provisions and the Prerequisite Clauses on which the original article was based have been abolished and in accordance with the Trial Measures and Guidelines for the Articles of Association.
Article 33The Company may repurchase its shares in one of the following ways, subject to the approval by the relevant governing authority of the State: (1) by making an offer for the repurchase of its shares to all its shareholders on a pro rata basis; (2) by public trading on a stock exchange; (3) by a contractual agreement outside a stock exchange; or (4) other ways permitted by laws and administrative regulations or by the securities regulatory authority of the State Council.		Article 31The Company may repurchase its shares in one of the following ways~~, subject~~ ~~to the approval by the relevant governing~~ ~~authority of the State~~ : (1) by making an offer for the repurchase of its shares to all its shareholders on a pro rata basis; (2) by public trading on a stock exchange; (3) by a contractual agreement outside a stock exchange; or (4) other ways permitted by laws and administrative regulations or by the securities regulatory authority of the State Council.	It is amended in accordance with the Company Law and the Trial Measures.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles		Amended articles	Basis for amendments
Article 35Upon the repurchase of shares pursuant to the laws, the Company shall, within the period as required by the laws and administrative regulations, cancel such shares and conduct change of registration of registered capital with the original industry and commerce administration authority. The aggregate par value of the cancelled shares shall be deducted from the Company’s registered capital.		Article 33Upon the repurchase of shares pursuant to the laws, the Company shall, within the period as required by the laws and administrative regulations, cancel such shares and conduct change of registration of registered capital with~~the original industry~~ ~~and commerce administration authority~~ its registration authority . The aggregate par value of the cancelled shares shall be deducted from the Company’s registered capital.	It is amended in accordance with the Company Law.
Article 41Share certificates shall be signed by the chairman of the board. Where the Hong Kong Stock Exchange requires other senior management of the Company to sign on the share certificates, the share certificates shall also be signed by such other relevant senior management. The share certificates shall take effect after being affixed or printed with the seal of the Company. The affixing of the seal of the Company on the share certificates shall authorized by the board. The signatures of the chairman of the board or other senior management of the Company appearing on the share certificates may also be in printed form. Regulations of the securities regulatory authorities in the jurisdiction where the shares of the Company are listed shall be separately applicable in case the share certificates of the Company are issued and traded in a paperless manner.		Article 39Share certificates shall be signed by the~~chairman of the board~~ legal representative . Where the Hong Kong Stock Exchange requires other senior management of the Company to sign on the share certificates, the share certificates shall also be signed by such other relevant senior management. The share certificates shall take effect after being affixed or printed with the seal of the Company. The affixing of the seal of the Company on the share certificates shall authorized by the board. The signatures of the ~~chairman of the board~~ legal representative or other senior management of the Company appearing on the share certificates may also be in printed form. Regulations of the securities regulatory authorities in the jurisdiction where the shares of the Company are listed shall be separately applicable in case the share certificates of the Company are issued and traded in a paperless manner.	It is amended in accordance with the Company Law.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles		Amended articles	Basis for amendments
Article 43The Company may, in accordance with the mutual understanding and agreements between the securities regulatory authority of the State Council and the overseas securities regulatory organizations, maintain the original register of shareholders of overseas listed foreign shares overseas and appoint overseas agent(s) to manage such register of shareholders. The original register of shareholders H shares shall be maintained in Hong Kong. A duplicate register of shareholders of overseas listed foreign shares shall be maintained at the domicile of the Company. The appointed overseas agent(s) shall ensure the consistency between the original and the duplicate register of shareholders at all times. If there is any inconsistency between the original and the duplicate register of shareholders of overseas listed foreign shares, the original register of shareholders shall prevail.		Article 41The Company may, in accordance with the mutual understanding and agreements between the securities regulatory authority of the State Council and the overseas securities regulatory organizations, maintain the original register of shareholders of overseas listed foreign shares overseas and appoint overseas agent(s) to manage such register of shareholders. The~~original~~ register of shareholders H shares shall be maintained in Hong Kong. A duplicate register of shareholders of overseas listed foreign shares shall be maintained at the domicile of the Company. The appointed overseas agent(s) shall ensure the consistency between the original and the duplicate register of shareholders at all times. If there is any inconsistency between the original and the duplicate register of shareholders of overseas listed foreign shares, the original register of shareholders shall prevail.	It is deleted as the Special Provisions and the Prerequisite Clauses on which the original article was based have been abolished and the Listing Rules has also deleted the relevant statement.
Article 47No change of registration can be made in the register of shareholders as a result of the transfer of shares within 30 days prior to the date of a shareholders’ general meeting or within five days before the record date set by the Company for the purpose of distribution of dividends.		Article 45No change of registration can be made in the register of shareholders as a result of the transfer of shares within~~30~~ four working days prior to the date of a shareholders’ general meeting or within five days before the record date set by the Company for the purpose of distribution of dividends.	It is amended in accordance with the Guide on Disclosure of Record Date, Book Closure and Latest Time for Lodging Transfers of Shares and with reference to market practices after communication with the Hong Kong Registrar.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles	Amended articles	Basis for amendments
Article 50If the share certificates (the “original certificates”) held by any shareholder whose name registered in the register of shareholders or any person who requests to have his/her/its name entered in the register of shareholders is lost, such person may apply to the Company for issuing new share certificates in respect of such shares (the “Relevant Shares”). Application by a shareholder of domestic shares, who has lost his/her/its share certificate(s), for the issue of new share certificate(s) shall be dealt with in accordance with Article 143 of the Company Law. ⋯⋯	Article 48If the share certificates (the “original certificates”) held by any shareholder whose name registered in the register of shareholders or any person who requests to have his/her/its name entered in the register of shareholders is lost, such person may apply to the Company for issuing new share certificates in respect of such shares (the “Relevant Shares”). Application by a shareholder of domestic shares, who has lost his/her/its share certificate(s), for the issue of new share certificate(s) shall be dealt with in accordance with~~Article 143 of~~ the Company Law. ⋯⋯	It is amended in accordance with the Company Law.
Article 54The shareholders of ordinary shares of the Company shall enjoy the following rights: ⋯⋯ (5) the right to obtain relevant information in accordance with laws, administrative regulations and the provisions of the Articles, including: i. the right to obtain the Articles after payment of costs;	Article 52The shareholders of ordinary shares of the Company shall enjoy the following rights: ⋯⋯ (5) the right to obtain relevant information in accordance with laws, administrative regulations and the provisions of the Articles, including: i. the right to obtain the Articles after payment of costs;	It is amended in accordance with the Company Law.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles	Amended articles	Basis for amendments
ii. the right to inspect free of charge and copy after payment of a reasonable fee, the following: ⋯⋯ (vii) copy of the latest annual return submitted to the industry and commerce administration or other responsible authorities; (viii) minutes of shareholders’ general meetings and resolutions of the board meetings and meetings of the supervisory committee; (ix) corporate bond counterfoils; ......	ii. the right to inspect free of charge and copy after payment of a reasonable fee, the following: ⋯⋯ (vii) copy of the latest annual return submitted to the ~~industry and commerce~~ ~~administration~~ Company’s registration authority or other responsible authorities; (viii) minutes of shareholders’ general meetings and resolutions of the board meetings and meetings of the supervisory committee; (ix) register of holders of corporate bond ~~counterfoils~~ ; ......

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles

Article 56 Without prejudice to Chapter 22 of the Articles, where the resolutions of the shareholders’ general meeting or the board of the Company violate laws or administrative regulations, shareholders are entitled to apply to the people’s court to for nullifying such resolutions.

Where the procedures for convening the shareholders’ general meeting, the board meeting, and the voting methods violate laws, administrative regulations or the Articles, or the content of the resolutions violate the Articles, the shareholders are entitled to, within 60 days from the date on which such resolutions are adopted, make a petition to the people’s court to revoke the resolutions.

Amended articles Basis for amendments Article 54 ~~Without prejudice to Chapter~~ It is deleted as the Special ~~22 of the Articles, w~~ W here the resolutions of Provisions and the Prerequisite the shareholders’ general meeting or the board Clauses on which the original of the Company violate laws or administrative article was based have been regulations, shareholders are entitled to apply abolished and the Listing Rules to the people’s court to for nullifying such has also deleted the relevant resolutions. articles of the original Chapter 22 of the Articles. Where the procedures for convening the shareholders’ general meeting, the board meeting, and the voting methods violate laws, administrative regulations or the Articles, or the content of the resolutions violate the Articles, the shareholders are entitled to, within 60 days from the date on which such resolutions are adopted, make a petition to the people’s court to revoke the resolutions.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles			Amended articles	Basis for amendments
Article 57Without prejudice to Chapter 22 of the Articles, where directors, senior management of the Company violates laws, administrative regulations or the Articles in performance of their duties for the Company, and thus cause losses to the Company, shareholders individually or jointly holding more than 1% of the shares for more than 180 consecutive days shall be entitled to request, in writing, the supervisory committee to initiate proceedings in a people’s court. Where the supervisory committee violates laws, administrative regulations or the Articles in performance of its duties for the Company, and thus causes losses to the Company, the shareholders shall be entitled to request, in writing, the board to initiate proceedings in a people’s court. ⋯⋯		Article 55 ~~Without prejudice to Chapter~~ ~~22 of the Articles, w~~ W here directors, senior management of the Company violates laws, administrative regulations or the Articles in performance of their duties for the Company, and thus cause losses to the Company, shareholders individually or jointly holding more than 1% of the shares for more than 180 consecutive days shall be entitled to request, in writing, the supervisory committee to initiate proceedings in a people’s court. Where the supervisory committee violates laws, administrative regulations or the Articles in performance of its duties for the Company, and thus causes losses to the Company, the shareholders shall be entitled to request, in writing, the board to initiate proceedings in a people’s court. ⋯⋯		It is deleted as the Special Provisions and the Prerequisite Clauses on which the original article was based have been abolished and the Listing Rules has also deleted the relevant articles of the original Chapter 22 of the Articles.
Article 58Without prejudice to Chapter 22 of the Articles, where a director, senior of the Company violates laws, administrative regulations or the Articles, and thus causes damages to the interests of the shareholders, shareholders may initiate proceedings in a people’s court.		Article 56 ~~Without prejudice to Chapter~~ ~~22 of the Articles, w~~ ~~W~~ here a director, senior of the Company violates laws, administrative regulations or the Articles, and thus causes damages to the interests of the shareholders, shareholders may initiate proceedings in a people’s court.		It is deleted as the Special Provisions and the Prerequisite Clauses on which the original article was based have been abolished and the Listing Rules has also deleted the relevant articles of the original Chapter 22 of the Articles.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles	Amended articles	Basis for amendments
Article 59The shareholders of ordinary shares of the Company shall assume the following obligations: (1) to comply with the Articles; (2) to pay for subscription of shares according to the number of shares s u b s c r i b e d a n d t h e m e t h o d o f subscription; (3) not to withdraw its/his investment unless laws and regulations provide otherwise; (4) not to abuse his rights to infringe the interests of the Company or other shareholders; and not to abuse the independent status of the Company as a legal person or the limited liability of shareholders to infringe the interests of the creditors of the Company. Where the shareholders of the Company abuse the rights of shareholders and thus causes loss to the Company or other shareholders, they shall be liable for compensation according to laws. Where the shareholders of the Company abuse the independent status of the Company as a legal person or the limited liability of shareholders for the evasion of debts and thus cause serious damages the interests of the creditors of the Company, they shall assume joint and several liability for the debts of the Company;	Article 57The shareholders of ordinary shares of the Company shall assume the following obligations: (1) to comply with the Articles; (2) to pay for subscription of shares according to the number of shares s u b s c r i b e d a n d t h e m e t h o d o f subscription; (3) not to withdraw its/his investment unless laws and regulations provide otherwise; (4) not to abuse his rights to infringe the interests of the Company or other shareholders;~~and not to abuse the~~ ~~independent status of the Company~~ ~~as a legal person or the limited~~ ~~liability of shareholders to infringe~~ ~~the interests of the creditors of the~~ ~~Company.~~ Where the shareholders of the Company abuse the rights of shareholders and thus causes loss to the Company or other shareholders, they shall be liable for compensation according to laws. Where the shareholders of the Company abuse the independent status of the Company as a legal person or the limited liability of shareholders for the evasion of debts and thus cause serious damages the interests of the creditors of the Company, they shall assume joint and several liability for the debts of the Company;	It is amended in accordance with the Company Law.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles	Amended articles	Basis for amendments
(5) other obligations imposed by laws, administrative regulations and the Articles. Shareholders of ordinary shares of the Company are not liable to make any further contribution to the share capital other than according to the terms and conditions agreed by the subscriber at the time of subscription.	(5) other obligations imposed by laws, administrative regulations and the Articles. Shareholders of ordinary shares of the Company are not liable to make any further contribution to the share capital other than according to the terms and conditions agreed by the subscriber at the time of subscription.
Article 61The “controlling shareholder” referred to in the preceding article means a person who satisfies one of the following conditions: (1) a person who, acting alone or in concert with others, has the power to elect more than half of the directors; (2) a person who, acting alone or in concert with others, has the power to exercise 30% or more or has the power to control the exercise 30% or more of the voting rights in the Company; (3) a person who, acting alone or in concert with others, holds 30% or more of the issued shares of the Company; or (4) a person who, acting alone or in concert with others, has de facto control of the Company in any other way.	Article 59The “controlling shareholder” referred to in the preceding article means a person who satisfies one of the following conditions: (1) a person who, acting alone or in concert with others, has the power to elect ~~more than~~ over half of the directors; (2) a person who, acting alone or in concert with others, has the power to exercise more than 30%~~or more~~ or has the power to control the exercisemore than 30%~~or more~~ of the voting rights in the Company; (3) a person who, acting alone or in concert with others, holdsmore than 30% ~~or more~~ of the issued shares of the Company; or (4) a person who, acting alone or in concert with others, has de facto control of the Company in any other way.	It is amended as the Supplementary Provisions of the Civil Code explain that “more than” includes the figures listed.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles	Amended articles	Basis for amendments
Article 63The shareholder’s general meeting shall exercise the following functions and powers: ...... (9) to resolve on merger, division, change of corporate vehicle, dissolution and liquidation or change of the nature of incorporation of the Company; ...... (13) to consider proposals raised by shareholders who, individually or jointly, represent more than 3% of the total number of voting shares issued by the Company; ......	Article 61The shareholder’s general meeting shall exercise the following functions and powers: ...... (9) to resolve on merger, division,~~change~~ ~~of corporate vehicle,~~ ~~d~~issolution and liquidation or change of the nature of incorporation of the Company; ...... (13) to consider proposals raised by shareholders who, individually or jointly, represent more than~~3~~ ~~1~~ %of the total number of voting shares issued by the Company; ......	It is amended in accordance with the Company Law.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles		Amended articles	Basis for amendments
Article 66Shareholders’ general meetings include annual general meetings and extraordinary general meetings. Annual general meetings are held once every year and within six months from the end of the preceding financial year. The Company must convene an extraordinary general meeting within two months of the actual occurrence of one of the following events: (1) where the number of directors is less than the number of directors required by the Company Law or less than two-thirds of the number of directors required by the Articles; (2) where the unrecovered losses of the Company amount to one-third of the total amount of the share capital; (3) where shareholder(s) who hold(s), individually or jointly, 10% or more of the Company’s shares so request(s); (4) whenever the board of directors considers necessary; (5) whenever the supervisory committee so requests; (6) whenever two or more independent non-executive directors so request; (7) other circumstances specified by laws, administrative regulations, department rules or the provisions of the Articles.		Article 64Shareholders’~~general~~ meetings include annual~~general~~ shareholders’ meetings and extraordinary~~general~~ shareholders’ meetings. Annual general meetings are held once every year and within six months from the end of the preceding financial year. The Company must convene an extraordinary ~~general~~ shareholders’ meeting within two months of the actual occurrence of one of the following events: (1) where the number of directors is less than the number of directors required by the Company Law or less than two-thirds of the number of directors required by the Articles; (2) where the unrecovered losses of the Company amount to one-third of the total amount of the share capital; (3) where shareholder(s) who hold(s), individually or jointly,more than 10% ~~or more~~ of the Company’s shares so request(s); (4) whenever the board of directors considers necessary; (5) whenever the supervisory committee so requests; (6) whenever two or more independent non-executive directors so request; (7) other circumstances specified by laws, administrative regulations, department rules or the provisions of the Articles.	It is amended as the Supplementary Provisions of the Civil Code explain that “more than” includes the figures listed.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles		Amended articles	Basis for amendments
Article 67Where the Company convenes a shareholders’ general meeting, a notice should be given to all registered shareholders 45 days before the date of the meeting to notify such shareholders the matters to be considered at such meeting as well as the date and the venue of the meeting. Shareholders who intend to attend the general meeting should serve a written reply to the Company 20 days before the date of the meeting.		Article 65Where the Company convenes ~~a~~ ~~a~~n annual shareholders’~~general~~ meeting, ~~a notice should be given to all registered~~ ~~shareholders 45 days before the date of the~~ ~~meeting to notify such shareholders the~~ ~~matters to be considered at such meeting~~ ~~as well as~~ the date and the venue of and matters to be consideredat the meetingshall be notified to all shareholders twenty- one days before the date of the meeting; extraordinary shareholders’ meeting shall be notified to all shareholders fifteen days before the date of the meeting. ~~Shareholders~~ ~~who intend to attend the general meeting~~ ~~should serve a written reply to the Company~~ ~~20 days before the date of the meeting.~~	It is amended in accordance with the Company Law and the Listing Rules.
Article 68Where the Company convenes a general meeting, shareholder(s) who individually or jointly hold(s) more than 3% of total voting shares issued by the Company are entitled to put forward new proposals in writing to the Company and the Company shall include matters of those proposals that are within terms of reference of shareholders’ general meetings in the agenda of such meeting.		Article 66Where the Company convenes a general meeting,the board of directors, the supervisory committee and shareholder(s) who individually or jointly hold(s) more than~~3~~ ~~1~~ %of total voting shares issued by the Company are entitled to put forward new proposals in writing to the Company and the Company shall include matters of those proposals that are within terms of reference of shareholders’ general meetings in the agenda of such meeting.	It is amended in accordance with the Company Law.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles			Amended articles	Basis for amendments
Article 69The Company shall calculate the number of voting shares represented by shareholders who intend to attend the general meeting based upon the written replies received 20 days before the date of the meeting. If the number of voting shares represented by shareholders who intend to attend the meeting amounts to more than half of the total number of voting shares of the Company, the Company may hold a general meeting. Otherwise, the Company should within five days give the shareholders further notice of the matters to be considered at the meeting as well as the date and venue of the meeting by way of a public announcement. The Company may hold a general meeting after such announcement is made. The extraordinary general meetings cannot decide to announce matters that are not specified in the notice.		Article 67 ~~h~~		It is amended as the Special Provisions and the Prerequisite Clauses on which the original article was based have been abolished and according to the Company Law and in combination with the actual situation of the Company.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles			Amended articles	Basis for amendments
Article 71Notice of the general meeting shall be delivered in person or by pre-paid post to shareholders (whether they have a voting right at the general meeting or not) and the address of the recipient is the address registered in the register of shareholders. Notice of the general meeting to shareholders of domestic shares may be served by way of public announcements. The announcement aforesaid should be published in one or more newspapers designated by the securities regulatory authority of the State Council 45 to 50 days before the date of the meeting. All shareholders of domestic shares are deemed to have received the notice of the general meeting upon the publication of the announcement.		Article 69 ~~Notice of the general meeting~~ ~~shall be delivered in person or by pre-~~ ~~paid post to shareholders (whether they~~ ~~have a voting right at the general meeting~~ ~~or not) and the address of the recipient is~~ ~~the address registered in the register of~~ ~~shareholders. Notice of the general meeting~~ ~~to shareholders of domestic shares may be~~ ~~served by way of public announcements.~~ ~~The announcement aforesaid should be~~ ~~published in one or more newspapers~~ ~~designated by the securities regulatory~~ ~~authority of the State Council 45 to 50~~ ~~days before the date of the meeting. All~~ ~~shareholders of domestic shares are~~ ~~deemed to have received the notice of the~~ ~~general meeting upon the publication of the~~ ~~announcement.~~ Notice of the shareholders’ meeting shall be delivered to shareholders (whether they have a voting right at the shareholders’ meeting or not) in accordance with the provisions of Chapter 21 of the Articles. Where a notice served by way of public announcement, all relevant persons are deemed to have received the notice upon the publication of the announcement.		It is amended according to the requirements relating to paperless communication under the Listing Rules and in combination with the actual situation of the Company.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles		Amended articles	Amended articles		Basis for amendments
Article 84At any general meeting of shareholders, a resolution is decided on a show of hands unless a poll is demanded by the following persons before or after voting by show of hands: (1) the chairman of the meeting; (2) at least two shareholders or their proxies entitled to vote; or (3) one or more shareholders (including their proxies) individually or jointly holding 10% or more of the voting shares at the meeting. ......	Article 82At anyshareholders’ ~~general~~ meeting~~of shareholders~~ ~~,~~a resolution is decided on a show of hands unless a poll is demanded by the following persons before or after voting by show of hands: (1) the chairman of the meeting; (2) at least two shareholders or their proxies entitled to vote; or (3) one or more shareholders (including their proxies) individually or jointly holdingmore than 10%~~or more~~ of the voting shares at the meeting. ......		shareholders’		It is amended as the Supplementary Provisions of the Civil Code explain that “more than” includes the figures listed.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles		Amended articles	Amended articles	Basis for amendments
Article 91Convening of an extraordinary general meeting or a class shareholders’ meeting is required to take the following procedures: (1) Two or more shareholders holding a total of 10% or more voting shares at the meeting to be held may sign one or more written requests of the same form and contents, with the agenda of the meeting clearly stated, and submit it/them to the board for the convening of an extraordinary general meeting or a class shareholders’ meeting. The board shall forthwith convene the extraordinary general meeting or class shareholders’ meeting upon receipt of the written request aforesaid. The number of shares referred to above is calculated on the date of submission of the shareholders’ written requests. (2) If the board has not issued the notice for the convening of the meeting within 30 days upon the receipt of the written request aforesaid, shareholders requesting such may convene the meeting on their own within four months upon the receipt of such request by the board. The meeting will be convened following is the procedures as similar as possible to that for convening of general meetings by the board.		Article 89Convening of an extraordinary general meeting or a class shareholders’ meeting is required to take the following procedures: (1) S h a r e h o l d e r s ~~T w o o r m o r e~~ ~~shareholders~~ individually or jointly holding~~a total of~~ more than 10%~~or~~ ~~more~~ voting shares at the meeting to be held may sign one or more written requests of the same form and contents, with the agenda of the meeting clearly stated, and submit it/them to the board for the convening of an extraordinary general meeting or a class shareholders’ meeting. The board shall~~forthwith~~ ~~convene the extraordinary general~~ ~~meeting or class shareholders’~~ ~~meeting~~ make a decision as to whether or not to convene an extraordinary shareholders’ meeting within 10 days from the date of receipt of such request and shall reply to the shareholders in writing upon receipt of the written request aforesaid. The number of shares referred to above is calculated on the date of submission of the shareholders’ written requests. (2) ~~If the board has not issued the notice~~ ~~for the convening of the meeting~~ ~~within 30 days upon the receipt~~ ~~of the written request aforesaid,~~ ~~shareholders requesting such may~~ ~~convene the meeting on their own~~ ~~within four months upon the receipt~~ ~~of such request by the board. The~~ ~~meeting will be convened following is~~ ~~the procedures as similar as possible~~ ~~to that for convening of general~~ ~~meetings by the board.~~		It is amended in accordance with the Company Law.
		(2)	~~hhl~~

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles		Amended articles	Basis for amendments
Where a meeting is convened by shareholders on their own because the board fails to convene the meeting at the request referred to above, reasonable expenses incurred are to be borne by the Company and to be deducted from the Company’s payable to the director(s) negligent in performing his/their duties. At a general meeting, except for trade secrets which cannot be disclosed to the public, the board and supervisory committee shall give replies or explanations on queries and suggestions made by shareholders.		Where the board agrees to convene an extraordinary shareholders’ meeting, it shall issue a notice of the shareholders’ meeting within five days after the resolution was made. Any change to the original request in the notice shall be subject to the approval from the relevant shareholders. Where the board disagrees to convene an extraordinary shareholders’ meeting or fails to give a reply within 10 days upon receipt of the request, shareholders individually or jointly holding more than 10% of the shares of the Company shall have the right to submit a request to the supervisory committee on holding an extraordinary shareholders’ meeting and such request shall be made to the supervisory committee in writing. Where the supervisory committee agrees to convene an extraordinary shareholders’ m e e t i n g, i t s h a l l i s s u e a n o t i c e o f shareholders’ meeting within five days after receiving the request. Any changes to the original proposal in the notice shall be approved by the relevant shareholders. Where the supervisory committee disagrees to convene an extraordinary or fails to give a reply within 10 days upon receipt of the request, shareholders individually or jointly holding more than 10% of the shares of the Company for 90 or more consecutive days may convene and preside over the meeting on their own.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles	Amended articles	Basis for amendments
	Where a meeting is convened by shareholders on their own because the board fails to convene the meeting at the request referred to above, reasonable expenses incurred are to be borne by the Company and to be deducted from the Company’s payable to the director(s) negligent in performing his/their duties. At ashareholders’ ~~general~~ meeting, except for trade secrets which cannot be disclosed to the public, the board and supervisory committee shall give replies or explanations on queries and suggestions made by shareholders.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles

Article 102 Written notice of a class shareholders’ meeting of the Company shall be sent to all shareholders who are registered as shareholders of that class in the register of shareholders 45 days before the date of the class shareholders’ meeting, specifying the matters to be considered as well as the date and the venue of the class shareholders’ meeting. A shareholder who intends to attend the class shareholders’ meeting shall deliver his/her written reply to the Company twenty days before the date of the class shareholders’ meeting.

Amended articles

Article 100 Written notice of a class shareholders’ meeting of the Company shall be sent to all shareholders who are registered as shareholders of that class in the register of shareholders ~~45~~ 15 days before the date of the class shareholders’ meeting, specifying the matters to be considered as well as the date and the venue of the class shareholders’ meeting. ~~A shareholder who intends to attend the class shareholders’ meeting shall deliver his/her written reply to the Company twenty days before the date of the class shareholders’ meeting.~~

Basis for amendments

It is amended as the Special Provisions and the Prerequisite Clauses on which the original article was based have been abolished and according to the Company Law and in combination with the actual situation of the Company.

If the number of voting shares held by the ~~If the number of voting shares held by the~~ shareholders who intend to attend such ~~shareholders who intend to attend such~~ meeting represent more than half of the total ~~meeting represent more than half of the~~ number of voting shares of that class at such ~~total number of voting shares of that class~~ meeting, the Company may hold the class ~~at such meeting, the Company may hold~~ shareholders’ meeting; if not, the Company ~~the class shareholders’ meeting; if not, the~~ shall within five days give the shareholders ~~Company shall within five days give the~~ further notice of the matter to be considered ~~shareholders further notice of the matter~~ as well as the date and the venue of the class ~~to be considered as well as the date and the~~ shareholders’ meeting by way of public ~~venue of the class shareholders’ meeting by~~ announcement. The Company may then hold ~~way of public announcement. The Company~~ the class shareholder’ meeting after such ~~may then hold the class shareholder’~~ public announcement has been made. ~~meeting after such public announcement has been made.~~

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles	Amended articles	Basis for amendments
Article 104Apart from the shareholders of other classes, the shareholders of domestic shares and overseas listed foreign invested shares are deemed to be shareholders of different classes. The special procedures for voting by class shareholders do not apply to the following circumstances: (1) where the Company issues, upon the approval by a special resolution in a general meeting, the domestic shares and overseas listed foreign shares, either separately or concurrently once every twelve months, and the respective numbers of the domestic shares and overseas listed foreign shares to be issued do not exceed 20% of each of the issued domestic shares and overseas listed foreign invested shares; (2) where the Company’s plan to issue domestic shares and overseas listed foreign invested shares at the time of its incorporation is carried out within 15 months from the date of approval by the securities regulatory authority of the State Council; (3) upon approval by the securities regulatory authority of the State Council, shareholders of domestic shares of the Company transfer their shares to overseas investors and such shares are listed and traded abroad. Listing and trading of the shares so transferred on overseas stock exchange shall comply with regulatory procedures, regulations and requirements of overseas stock exchanges.	~~Article 104 Apart from the shareholders~~ ~~of other classes, the shareholders of~~ ~~domestic shares and overseas listed~~ ~~foreign invested shares are deemed to be~~ ~~shareholders of different classes.~~ ~~The special procedures for voting by class~~ ~~shareholders do not apply to the following~~ ~~circumstances:~~ ~~(3)~~ ~~where the Company issues, upon the~~ ~~approval by a special resolution in a~~ ~~general meeting, the domestic shares~~ ~~and overseas listed foreign shares,~~ ~~either separately or concurrently~~ ~~once every twelve months, and the~~ ~~respective numbers of the domestic~~ ~~shares and overseas listed foreign~~ ~~shares to be issued do not exceed 20%~~ ~~of each of the issued domestic shares~~ ~~and overseas listed foreign invested~~ ~~shares;~~ ~~(4)~~ ~~where the Company’s plan to issue~~ ~~domestic shares and overseas listed~~ ~~foreign invested shares at the time of~~ ~~its incorporation is carried out within~~ ~~15 months from the date of approval~~ ~~by the securities regulatory authority~~ ~~of the State Council;~~ ~~(3)~~ ~~upon approval by the securities~~ ~~regulatory authority of the State~~ ~~Council, shareholders of domestic~~ ~~shares of the Company transfer their~~ ~~shares to overseas investors and~~ ~~such shares are listed and traded~~ ~~abroad. Listing and trading of the~~ ~~shares so transferred on overseas~~ ~~stock exchange shall comply with~~ ~~regulatory procedures, regulations~~ ~~and requirements of overseas stock~~ ~~exchanges.~~	The relevant expressions relating to holders of domestic- invested shares and overseas listed foreign-invested shares are deemed to be shareholders of different classes are deleted in accordance with the Listing Rules as the Special Provisions and the Prerequisite Clauses have been abolished.
	~~()~~ ~~4~~
	~~()~~ ~~3~~
	~~()~~

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles		Amended articles	Basis for amendments
Article 114The board of directors comprises nine directors, including a chairman and a vice chairman. More than half of the members of the board shall be external directors (who do not work in the Company), including three independent directors. The Company does not have employee representative directors.		Article 111The board of directors comprises nine directors, including a chairman and a vice chairman.The ~~More than half of the~~ ~~members of the~~ board~~shall be external~~ ~~directors (who do not work in the Company),~~ ~~including~~ includes three independent directors. The Company does not have employee representative directors.	It is amended in accordance with the Company Law.
Article 115The board of directors exercises the following functions and powers: ⋯⋯ (8) deciding on external investment, acquisition and disposal of assets, pledge of assets, external guarantee, entrusted financial management, connected transactions and other matters under the authority granted by the general meeting; ⋯⋯		Article 112The board of directors exercises the following functions and powers: ⋯⋯ (8) deciding on external investment, acquisition and disposal of assets, pledge of assets, external guarantee, entrusted financial management, connected transactions, external donations and other matters under the authority granted by theshareholders’ ~~general~~ meeting; ⋯⋯	It is amended in accordance with the Company Law.

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APPENDIX II

COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

Original articles		Amended articles	Basis for amendments
When the board of directors resolve on matters as referred to in the previous clause, save for (6), (7) and (11) which should be approved by voting by more than two-thirds of the directors, the rest may be approved by voting by more than half of the directors. The opinions of the Party Committee of the Company shall be heard before the board of directors decides on material issues of the Company.		When the board of directors resolve on matters as referred to in the previous clause, save for (6), (7) and (11) which should be approved by voting by more than two-thirds of the directors, the rest may be approved by voting by~~more than~~ over half of the directors. The opinions of the Party Committee of the Company shall be heard before the board of directors decides on material issues of the Company.
Article 117The board shall establish strict review and decision-making procedures to determine the scope of authority for external investment, acquisition and disposal of assets, pledge of assets, external guarantee, entrusted financial management and connected transactions, and it shall organize relevant experts and professionals to review the major investment projects and submit to the general meeting for approval. ......		Article 114The board shall establish strict review and decision-making procedures to determine the scope of authority for external investment, acquisition and disposal of assets, pledge of assets, external guarantee, entrusted financial management, ~~and~~ connected transactionsand external donations , and it shall organize relevant experts and professionals to review the major investment projects and submit to theshareholders’ ~~general~~ meeting for approval. ......	It is amended in accordance with the Company Law.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles	Amended articles	Basis for amendments
Article 118The chairman and vice chairman of the board shall be elected and removed by a majority of all directors. Term of office of the chairman and vice chairman of the board shall be the same as the term of office of the same session of the board and they may be re-elected.	Article 115The chairman and vice chairman of the board shall be elected and removed by a majority of all directors. Term of office of the chairman and vice chairman of the board shall be the same as the term of office of the same session of the board and they may be re-elected.	It is amended in accordance with the Company Law.
Article 119The chairman shall exercise the following functions and powers: (1) to preside over the shareholders’ general meetings and to convene and preside over the board meetings; (2) t o m o n i t o r a n d e x a m i n e t h e implementation of the board resolutions; (3) to sign securities issued by the Company; (4) to exercise other functions and powers granted by the board;	Article 116The chairman shall exercise the following functions and powers: (1) to preside over the shareholders’ general meetings and to convene and preside over the board meetings; (2) t o m o n i t o r a n d e x a m i n e t h e implementation of the board resolutions; ~~(3)~~ ~~to sign securities issued by the~~ ~~Company;~~ (~~4~~ ~~3~~ )to exercise other functions and powers granted by the board;	It is amended in accordance with the Company Law.
	~~()~~ (~~4~~ ~~3~~ )
Article 120Vice chairman of the board of the Company shall assist the chairman of the board with his work. In the event of any inability or failure of the chairman to perform his duties, the vice chairman shall perform such duties. In the event of any inability or failure of the vice chairman to perform his duties, a director elected jointly by more than half of the directors shall perform such duties.	Article 117Vice chairman of the board of the Company shall assist the chairman of the board with his work. In the event of any inability or failure of the chairman to perform his duties, the vice chairman shall perform such duties. In the event of any inability or failure of the vice chairman to perform his duties, a director elected jointly by~~more than~~ over half of the directors shall perform such duties.	It is amended in accordance with the Company Law.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles		Amended articles	Basis for amendments
Article 123Notice of the board meeting and extraordinary board meeting shall be in written forms such as mails, delivery in person, facsimile, email and so on. Notice of the extraordinary board meeting shall be issued 10 days prior to such meeting.		Article 120Notice of the board meeting and extraordinary board meeting shall be in written forms such as mails, delivery in person, facsimile, email and so on. Notice of the extraordinary board meeting shall be issued 10 days prior to such meeting.Under special circumstances, in case of an extraordinary board meeting is required to be convened as soon as possible, an advance notice period of ten days maybe waived upon the unanimous consent of the directors. The extraordinary board meeting may be convened via on-site meeting, electronic communication, or in combination of on- site meeting and electronic communication.	It is amended according to the Company Law and in combination with the actual situation of the Company.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles		Amended articles	Basis for amendments
Article 132The board may establish several specific committees such as audit committee, remuneration committee and strategic committee, which, under the leadership of the board, assist the board to perform its functions and powers, or to provide suggestions and advisory opinions to the board for decision- making.		Article 129The board may establish several~~specific~~ special committees such as audit committee,nomination committee, remunerationand assessment committee and strategicand sustainable development (ESG) committee, which, under the leadership of the board, assist the board to perform its functions and powers, or to provide suggestions and advisory opinions to the board for decision- making.The special committees shall be responsible to the board and shall perform their duties as stipulated in the Articles and as authorized by the board. Proposals shall be submitted to the board for consideration and approval. All members of the special committees shall be directors, among which, the majority of the members of the audit committee, the nomination committee and the remuneration and assessment committee shall be independent directors who also convene the meeting of such committees, and the convener of the audit committee shall be an accounting professional. The board shall be responsible for formulating the rules of procedures for the special committees to regulate their operations.	It is amended according to the Company Law and in combination with the actual situation of the Company.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles		Amended articles	Basis for amendments
Article 151The Company shall have a supervisory committee. The supervisory committee shall consist of five supervisors, including one shareholder representative supervisor, two independent supervisors and two employee representative supervisors. The number of supervisors not working in the Company shall account for more than half of the total number of the supervisors. The supervisory committee shall have a chairman, whose appointment and removal shall be passed by more than two-thirds of the total number of the supervisors. The chairman of the supervisory committee shall convene and chair the meetings of the supervisory committee. If the chairman of the supervisory committee fails to or does not perform his duties, a supervisor jointly elected by more than half of the total number of supervisors shall convene and chair the meetings of the supervisory committee.		Article 148The Company shall have a supervisory committee. The supervisory committee shall consist ofthree ~~five~~ supervisors~~, including one shareholder~~ ~~representative supervisor, two independent~~ ~~supervisors and two employee representative~~ ~~supervisors. The number of supervisors not~~ ~~working in the Company shall account for~~ ~~more than half of the total number of the~~ ~~supervisors~~ . The supervisory committee shall have a chairman~~, whose appointment and removal~~ ~~shall be passed by more than two-thirds of~~ ~~the total number of the supervisors~~ ~~.~~ The chairman of the supervisory committee shall be elected by over half of the supervisors. The chairman of the supervisory committee shall convene and chair the meetings of the supervisory committee. If the chairman of the supervisory committee fails to or does not perform his duties, a supervisor jointly elected by~~more than~~ over half of the total number of supervisors shall convene and chair the meetings of the supervisory committee.	It is amended according to the Company Law and in combination with the actual situation of the Company.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles

Article 152 The supervisory committee shall be consisted of shareholder representative supervisors and employee representative supervisors in an appropriate proportion which shall not be less than one-third of the total number of the supervisors. The election and removal of shareholder representative supervisors and independent supervisors shall be resolved by the general meeting while the democratic election and removal of employee representative in the supervisory committee shall be approved by the employees of the Company through the meeting of employee representatives, or the employee meeting, or through other forms.

Amended articles Basis for amendments Article 149 The supervisory committee shall It is amended according to the be consisted of shareholder representative Company Law. supervisors and employee representative supervisors in an appropriate proportion which shall not be less than one-third of the total number of the supervisors. The election and removal of ~~shareholder representative supervisors and independent supervisors~~ non-employee representative supervisors shall be resolved by the shareholders’ ~~general~~ meeting while the democratic election and removal of employee representative in the supervisory committee shall be approved by the employees of the Company through the meeting of employee representatives, or the employee meeting, or through other forms.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles		Amended articles	Basis for amendments
Article 154The supervisory committee shall hold a meeting at least once every six months. Supervisors may propose to convene extraordinary meetings of the supervisory committee. Written notice of the meeting of the supervisory committee shall be served to all supervisors 10 days prior to the meeting. The notice shall include the date, venue and duration of the meeting; reasons for holding the meeting and matters to be discussed, and the date of the notice. Meetings of the supervisory committee shall be held only if more than half of all supervisors attending the meeting. The voting method of the meeting of the supervisory committee shall be voting by open ballot. Each supervisor shall have one vote. Where the number of votes for and against a resolution are equal, the chairman of the supervisory committee shall have an additional vote. Supervisors shall attend the meetings of the supervisory committee in person or they shall appoint another supervisor in writing to attend the meeting on behalf of them if they are unable to attend the meeting for whatever reasons. The proxy form shall specify the scope of authority. Resolutions of the meeting of the supervisory committee shall be passed by more than two-thirds of the number of the supervisors.		Article 151The supervisory committee shall hold a meeting at least once every six months. Supervisors may propose to convene extraordinary meetings of the supervisory committee. Written notice of the meeting of the supervisory committee shall be served to all supervisors 10 days prior to the meeting. The notice shall include the date, venue and duration of the meeting; reasons for holding the meeting and matters to be discussed, and the date of the notice.If the supervisory committee convenes an extraordinary meeting, a notice shall be served to all supervisors five days prior to the meeting. Under special circumstances, in case of an extraordinary meeting of the supervisory committee is required to be convened as soon as possible, an advance notice period of five days maybe waived upon the unanimous consent of the supervisors. The extraordinary meetings of the supervisory committee may be convened via on-site meeting, electronic communication, or in combination of on-site meeting and electronic communication. Meetings of the supervisory committee shall be held only if more than half of all supervisors attending the meeting.	It is amended according to the Company Law and in combination with the actual situation of the Company.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles		Amended articles	Basis for amendments
		The voting method of the meeting of the supervisory committee shall be voting by open ballot. Each supervisor shall have one vote. Where the number of votes for and against a resolution are equal, the chairman of the supervisory committee shall have an additional vote. Supervisors shall attend the meetings of the supervisory committee in person or they shall appoint another supervisor in writing to attend the meeting on behalf of them if they are unable to attend the meeting for whatever reasons. The proxy form shall specify the scope of authority. Resolutions of the meeting of the supervisory committee shall be passed by~~more than~~ ~~two-thirds~~ over half of the number of the supervisors.The resolution of the supervisory committee shall be voted by way of a poll， a show of hands or other means permitted by laws and regulations. On the premise that the supervisors can fully express their opinions, the extraordinary meetings of the supervisory committee may be convened by way of electronic communication, provided that the resolutions and records of the supervisory committee shall be signed afterwards.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles	Amended articles	Basis for amendments
Article 163A person shall not hold the office of directors, supervisors, general manager or senior management of the Company if any of the following circumstances apply: (1) a person without civil capacity or with restricted civil capacity; (2) a person who has been sentenced for committing the offences of corruption, bribery, misappropriation or appropriation of property or damaging the social economic order, and the sentence is enforced for no more than five years or a person who has been deprived of his political rights and not more than five years have elapsed since the sentence is executed; (3) a person who is a former director, factory manager or manager of a company or an enterprise which is insolvent and liquidated and who is personally liable for the winding up of such company or enterprise, where no more than three years have elapsed since the date of completion of the liquidation of the company or enterprise;	Article 160A person shall not hold the office of directors, supervisors, general manager or senior management of the Company if any of the following circumstances apply: (1) a person without civil capacity or with restricted civil capacity; (2) a person who has been sentenced for committing the offences of corruption, bribery, misappropriation or appropriation of property or damaging the social economic order, and the sentence is enforced for no more than five years or a person who has been deprived of his political rights and not more than five years have elapsed since the sentence is executed, and not more than two years have elapsed since the date of the expiration of the probation period if probation is announced ; (3) a person who is a former director, factory manager or manager of a company or an enterprise which is insolvent and liquidated and who is personally liable for the winding up of such company or enterprise, where no more than three years have elapsed since the date of completion of the liquidation of the company or enterprise;	It is amended according to the Company Law.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles			Amended articles	Basis for amendments
(4) a person who is a former legal representative of a company or enterprise whose business license has been revoked or which is ordered to close due to violation of laws and who was personally liable, where no more than three years have elapsed since the date of the revocation of the business license of such company or enterprise; (5) a person who has a relatively large amount of due and outstanding debts; (6) a person who has committed criminal offences and is still under investigation by the judicial authorities; (7) a person who, according to laws and administrative regulations, cannot act as a leader of an enterprise; (8) a person who is not a natural person; (9) a person who has been convicted by the relevant responsible authority for breach of requirements of relevant securities regulations and of involving fraudulent acts or dishonest acts, where no more than three years have elapsed since the date of such convictions; (10) other circumstances provided by laws, administrative regulation and department rules.		(4) (5) (6) (7) ~~8~~	a person who is a former legal representative of a company or enterprise whose business license has been revoked or which is ordered to close due to violation of laws and who was personally liable, where no more than three years have elapsed since the date of the revocation of the business license or being ordered to close down ~~of~~ such company or enterprise; a person who has a relatively large amount of due and outstanding debts and is listed as a dishonest person subject to enforcement by the people’s court ; a person who has committed criminal offences and is still under investigation by the judicial authorities; a person who, according to laws and administrative regulations, cannot act as a leader of an enterprise; ~~a person who is not a natural person;~~ a person who has been convicted by the relevant responsible authority for breach of requirements of relevant securities regulations and of involving fraudulent acts or dishonest acts, where no more than three years have elapsed since the date of such convictions; other circumstances provided by laws, administrative regulation and department rules.
		~~()~~ (~~9~~ ~~8~~ ) (~~10~~ ~~9~~ )

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles	Amended articles	Basis for amendments
Article 165The director, supervisor and other senior management shall undertake to the Company that they will observe and comply with the Company Law, the Special Provisions, the Articles and the provisions of the takeovers code and code repurchase of the stock exchange where the shares of the Company are listed.	Article 162The director, supervisor and other senior management shall undertake to the Company that they will observe and comply with the Company Law, the~~Special~~ ~~Provisions~~ Trial Measures , the Articles and the provisions of the takeovers code and code repurchase of the stock exchange where the shares of the Company are listed.	The Trial Measures issued by the CSRC have been added as the basis for relevant regulations as the Special Provisions on which the original article was based have been abolished.
Article 167In exercising their rights or performing their duties, the directors, supervisors, general manager and other senior management of the Company shall act with prudence, diligence and skills as a reasonably prudent person would exercise under similar circumstances. ⋯⋯	Article 165In exercising their rights or performing their duties, the directors, supervisors, general manager and other senior management of the Company shall act with prudence, diligence and skills as a reasonably prudent person would exercise under similar circumstances. ⋯⋯	It is amended according to the Company Law.
Article 174The Company shall not pay taxes for its directors, supervisors, general manager and other senior management in any way.	Article 171The Company shall not pay taxes for its directors, supervisors, general manager and other senior management in any way (the Company shall pay remuneration to the aforesaid personnel in accordance with the relevant provisions of the Tax Law, except for the fulfillment of the withholding and payment obligations ).	It is amended according to the relevant provisions of the Tax Law and in combination with the actual situation of the Company.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles		Amended articles	Basis for amendments
Article 185The financial report of the Company shall be available at the Company for examination by its shareholders 20 days prior to the annual general meeting. Every shareholder of the Company has the right to obtain the financial report specified in this Chapter. The Company shall deliver or send by prepaid mail to each shareholder of overseas listed foreign shares, (1) a photocopy of the directors’ report along with the balance sheet (including all documents required to be attached by laws) and profit and loss accounts or income statements (including the aforesaid financial reports) or (2) a summary of the financial report no later than 21 days prior to the date of the annual general meeting, and the addresses of the recipients shall be those recorded in the register of shareholders.		Article 182The financial report of the Company shall be available at the Company for examination by its shareholders 20 days prior to the annual general meeting. Every shareholder of the Company has the right to obtain the financial report specified in this Chapter. The Company shallnotify ~~deliver or send by~~ ~~prepaid mail to~~ each shareholder of overseas listed foreign sharesin accordance with the provisions of Chapter 21 of the Articles ,(1) a photocopy of the directors’ report along with the balance sheet (including all documents required to be attached by laws) and profit and loss accounts or income statements (including the aforesaid financial reports) or (2) a summary of the financial report no later than 21 days prior to the date of the annual general meeting~~, and the addresses of the recipients~~ ~~shall be those recorded in the register of~~ ~~shareholders~~ .	It is amended according to the requirements relating to paperless communication under the Listing Rules and in combination with the actual situation of the Company.
Article 192The common reserve fund of the Company shall be used for making up the Company’s losses, expanding the Company’s production and operation, or being converted into the capital of the Company. However, The capital common reserve fund shall not be used to make up the Company’s losses. When the Company converts its statutory common reserve fund to capital, the balance of such common reserve fund shall not fall below 25% of the Company’s registered capital prior to such conversions.		Article 189The common reserve fund of the Company shall be used for making up the Company’s losses, expanding the Company’s production and operation, or being converted into the capital of the Company.~~However,~~ ~~The capital common reserve fund shall not~~ ~~be used to make up the Company’s losses.~~ When the Company converts its statutory common reserve fund to capital, the balance of such common reserve fund shall not fall below 25% of the Company’s registered capital prior to such conversions.	It is amended according to the Company Law.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles		Amended articles	Basis for amendments
Article 204The appointment, removal or non-reappointment of an audit firm shall be determined by the general meeting, and reported to the securities regulatory authority of the State Council for record. ⋯⋯		Article 201The appointment, removal or non-reappointment of an audit firm shall be determined by the general meeting~~, and~~ ~~reported to the securities regulatory~~ ~~authority of the State Council for record~~ . ⋯⋯	It is amended as the Special Provisions and the Prerequisite Clauses on which the original article was based have been abolished and in combination with the actual situation of the Company.
Article 205Prior notice shall be given to the audit firm if the Company decides to remove or not to renew the appointment of such audit firm. Such audit firm shall have the right to present its views at the general meeting. Where the audit firm resigns from its position, it shall make clear to the general meeting whether there is any impropriety on the part of the Company. (1) An audit firm may resign by depositing at the Company’s legal address a written resignation notice. Such notice shall contain the following statements: (i) a statement to the effect that there are no circumstances connected with its resignation which it considers should be brought to the notice of the shareholders or creditors of the Company; or (ii) a s t a t e m e n t o f a n y s u c h circumstances. The notice shall become effective on the date of depositing at the Company’s legal address or on such later date as may be stipulated in such notice.		Article 202Prior notice shall be given to the audit firm if the Company decides to remove or not to renew the appointment of such audit firm. Such audit firm shall have the right to present its views at the general meeting. Where the audit firm resigns from its position, it shall make clear to the general meeting whether there is any impropriety on the part of the Company. (1) An audit firm may resign by depositing at the Company’s legal address a written resignation notice. Such notice shall contain the following statements: (i) a statement to the effect that there are no circumstances connected with its resignation which it considers should be brought to the notice of the shareholders or creditors of the Company; or (ii) a s t a t e m e n t o f a n y s u c h circumstances. The notice shall become effective on the date of depositing at the Company’s legal address or on such later date as may be stipulated in such notice.	It is amended according to the requirements relating to paperless communication under the Listing Rules and in combination with the actual situation of the Company.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles		Amended articles	Basis for amendments
(2) The Company shall send copies of the aforesaid notice to relevant responsible authorities within 14 days upon its receipt of the notice referred to in (1) of this Article. If the notice contains the statements specified in (1) (ii) of this Article, the Company shall place a copy of such statements in the Company for shareholders’ review. The Company shall also send a copy of the aforesaid statements to each shareholder of overseas listed foreign shares by prepaid post, and the address of the recipient shall be the address in the register of shareholders. ⋯⋯	(2) ⋯⋯	The Company shall send copies of the aforesaid notice to relevant responsible authorities within 14 days upon its receipt of the notice referred to in (1) of this Article. If the notice contains the statements specified in (1) (ii) of this Article, the Company shall place a copy of such statements in the Company for shareholders’ review. The Company shall also send a copy of the aforesaid statements to each shareholder of overseas listed foreign shares~~by~~ ~~prepaid post, and the address of the~~ ~~recipient shall be the address in the~~ ~~register of shareholders~~ in accordance with the provisions of Chapter 21 of the Articles .

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles Amended articles Basis for amendments Article 206 For a merger or division of the Article 203 For a merger or division of the It is amended according to Company, the board shall put forward a plan, Company, the board shall put forward a plan, the requirements relating to and the plan shall go through relevant approval and the plan shall go through relevant approval paperless communication process after it has been passed according process after it has been passed according under the Listing Rules and in to the procedures specified in the Articles. to the procedures specified in the Articles. combination with the actual Shareholders who oppose the Company’s Shareholders who oppose the Company’s situation of the Company. merger or division plans shall have the right merger or division plans shall have the right to require the Company or the shareholders to require the Company or the shareholders who approve the merger or division plans who approve the merger or division plans to purchase their shares at a fair price. The to purchase their shares at a fair price. The content of the resolution on the merger or content of the resolution on the merger or division of the Company shall be made into division of the Company shall be made into special document available for shareholders’ special document available for shareholders’ review. review. With regard to shareholders of overseas listed With regard to shareholders of overseas foreign shares, the aforesaid documents shall listed foreign shares, the aforesaid documents also be sent to each of them by mail. shall also be sent to each of them ~~by mail~~ in accordance with the provisions of Chapter 21 of the Articles .

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles		Amended articles	Basis for amendments
Article 207The merger of the Company may take the form of merger by absorption or merger by establishment. In the case of a merger of the Company, the parties shall enter into a merger agreement and prepare balance sheets and an assets lists. The Company shall notify its creditors within 10 days from the date on which the resolutions on the Company’s merger are passed and shall make announcements in newspaper at least three times within 30 days. The creditors shall have the right to require the Company to settle the debts or provide relevant guarantees within 30 days upon their receipt of the notice or within 45 days from the date of announcement for those who have not received the notice. After the merger of the Company, the creditor’s rights and debts of each of the merging parties shall be assumed by the surviving company or the newly established company.		Article 204The merger of the Company may take the form of merger by absorption or merger by establishment. In the case of a merger of the Company, the parties shall enter into a merger agreement and prepare balance sheets and an assets lists. The Company shall notify its creditors within 10 days from the date on which the resolutions on the Company’s merger are passed and shall make announcements in newspaper~~at~~ ~~least three times~~ or the National Enterprise Credit Information Publicity System within 30 days. The creditors shall have the right to require the Company to settle the debts or provide relevant guarantees within 30 days upon their receipt of the notice or within 45 days from the date of announcement for those who have not received the notice. After the merger of the Company, the creditor’s rights and debts of each of the merging parties shall be assumed by the surviving company or the newly established company.	It is amended according to the Company Law.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles		Amended articles	Basis for amendments
Article 208In the case of a division of the Company, its assets shall be divided accordingly. In the case of a division of the Company, the parties to the division shall enter into a division agreement and prepare balance sheets and assets lists. The Company shall notify its creditors within 10 days from the date on which the resolutions on division are passed and shall make announcements in newspaper at least three times within 30 days. Debts of the Company prior to the division shall be assumed by the companies in existence after the division, except otherwise agreed in the debt payment agreement entered into by the Company and its creditors before the division.		Article 205In the case of a division of the Company, its assets shall be divided accordingly. In the case of a division of the Company, the parties to the division shall enter into a division agreement and prepare balance sheets and assets lists. The Company shall notify its creditors within 10 days from the date on which the resolutions on division are passed and shall make announcements in newspaper ~~at least three times~~ or the National Enterprise Credit Information Publicity System within 30 days. Debts of the Company prior to the division shall be assumed by the companies in existence after the division, except otherwise agreed in the debt payment agreement entered into by the Company and its creditors before the division.	It is amended according to the Company Law.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles		Amended articles	Basis for amendments
Article 213The liquidation committee shall inform its creditors within 10 days upon its establishment, and shall make announcements in newspaper at least three times within 60 days. The creditors shall within 30 days upon their receipt of the notice, or for creditors, who have not received the notice, within 45 days of the date of the announcement, declare their creditor’s rights to the liquidation committee. For declaring creditors’ rights, the creditors shall explain the relevant matters on the creditor’s rights and shall supporting documents. The liquidation committee shall register such creditor’s rights. During the period of declaring creditor’s rights, the liquidation committee shall not discharge the debts owed to the creditors.		Article 210The liquidation committee shall inform its creditors within 10 days upon its establishment, and shall make announcements in newspaper~~at least three~~ ~~times~~ or the National Enterprise Credit Information Publicity System within 60 days. The creditors shall within 30 days upon their receipt of the notice, or for creditors, who have not received the notice, within 45 days of the date of the announcement, declare their creditor’s rights to the liquidation committee. For declaring creditors’ rights, the creditors shall explain the relevant matters on the creditor’s rights and shall supporting documents. The liquidation committee shall register such creditor’s rights. During the period of declaring creditor’s rights, the liquidation committee shall not discharge the debts owed to the creditors.	It is amended according to the Company Law.
Article 221Amendments of the Articles in relation to the contents of the Prerequisite Clauses shall become effective upon approvals by the Companies Approving Department as authorized by the State Council and the securities regulatory authorities of the State Council. Amendments in relation to the matters to be approved by other governing authorities shall be reported to the relevant authorities for approval. If the amendments are in relation to the registered particulars of the Company, change of registration shall be made in accordance with laws.		Article 218Amendments of the Articles~~in~~ ~~relation to the contents of the Prerequisite~~ ~~Clauses shall become effective upon~~ ~~approvals by the Companies Approving~~ ~~Department as authorized by the State~~ ~~Council and the securities regulatory~~ ~~a u t h o r i t i e s o f t h e S t a t e C o u n c i l .~~ ~~Amendments~~ in relation to the matters to be approved by other governing authorities shall be reported to the relevant authorities for approval. If the amendments are in relation to the registered particulars of the Company, change of registration shall be made in accordance with laws.	It is amended as the Prerequisite Clauses on which the original article was based have been abolished.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles		Amended articles	Basis for amendments
CHAPTER 22 RESOLUTIONS OF DISPUTES Article 231The Company shall comply with the following rules for dispute resolution: (1) Any disputes or claims arising between shareholders of overseas listed foreign shares and the Company, between shareholders of overseas listed foreign shares and the Company’s directors, supervisors, general manager or other senior management, or between shareholders of overseas listed foreign shares and shareholders of domestic shares, on the basis of any rights or obligations specified by the Articles, the Company Law and any other relevant laws and administrative regulations concerning the affairs of the Company, shall be submitted by relevant parties to arbitration. When the aforementioned dispute or claim of rights is submitted to arbitration, the entire claim or dispute shall be submitted to arbitration, and all persons whose causes of action were based on the same ground or the persons whose participation is necessary for the resolution of such dispute or claim, shall obey the arbitration award, provided that such person is the Company, the Company’s shareholders, directors, supervisors, general manager or other senior management.		~~CHAPTER 22 RESOLUTIONS OF~~ ~~DISPUTES~~ ~~Article 231 The Company shall comply~~ ~~with the following rules for dispute~~ ~~resolution:~~ ~~(4)~~ ~~Any disputes or claims arising between~~ ~~shareholders of overseas listed foreign~~ ~~shares and the Company, between~~ ~~shareholders of overseas listed foreign~~ ~~shares and the Company’s directors,~~ ~~supervisors, general manager or~~ ~~other senior management, or between~~ ~~shareholders of overseas listed foreign~~ ~~shares and shareholders of domestic~~ ~~shares, on the basis of any rights or~~ ~~obligations specified by the Articles,~~ ~~the Company Law and any other~~ ~~relevant laws and administrative~~ ~~regulations concerning the affairs of~~ ~~the Company, shall be submitted by~~ ~~relevant parties to arbitration.~~ ~~When the aforementioned dispute or claim~~ ~~of rights is submitted to arbitration, the~~ ~~entire claim or dispute shall be submitted~~ ~~to arbitration, and all persons whose causes~~ ~~of action were based on the same ground~~ ~~or the persons whose participation is~~ ~~necessary for the resolution of such dispute~~ ~~or claim, shall obey the arbitration award,~~ ~~provided that such person is the Company,~~ ~~the Company’s shareholders, directors,~~ ~~supervisors, general manager or other~~ ~~senior management.~~	It is amended as the Special Provisions and the Prerequisite Clauses on which the original article was based have been abolished and Chapter 22 of the Articles has been deleted in accordance with the Listing Rules.

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles		Amended articles	Basis for amendments
Disputes with respect to the definition of shareholders and disputes concerning the register of shareholders need not be resolved by arbitration. (2) A claimant of arbitration may choose the arbitration to be conducted by China International Economic and Trade Arbitration Commission in accordance with its arbitration rules or Hong Kong International Arbitration Centre in accordance with its securities arbitration rules. Once a claimant of arbitration submits a dispute or claim of rights to arbitration, the other party must participate the arbitration at the arbitration organization selected by the claimant. If a claimant selects Hong Kong International Arbitration Centre as the arbitration organ, either party may apply for the arbitration to be conducted in Shenzhen in accordance with the securities arbitration rules of Hong Kong International Arbitration Centre. (3) If any disputes or claims of rights as a result of (1) are resolved by arbitration, the laws of the People’s Republic of China shall apply, except otherwise provided by laws and administrative regulations. (4) The award of the arbitration organ shall be final and conclusive and binding on all parties.		~~Disputes with respect to the definition~~ ~~of shareholders and disputes concerning~~ ~~the register of shareholders need not be~~ ~~resolved by arbitration.~~ ~~(2)~~ ~~A claimant of arbitration may choose~~ ~~the arbitration to be conducted by~~ ~~China International Economic and~~ ~~Trade Arbitration Commission~~ ~~in accordance with its arbitration~~ ~~rules or Hong Kong International~~ ~~Arbitration Centre in accordance~~ ~~with its securities arbitration rules.~~ ~~Once a claimant of arbitration~~ ~~submits a dispute or claim of rights~~ ~~to arbitration, the other party must~~ ~~participate the arbitration at the~~ ~~arbitration organization selected by~~ ~~the claimant.~~ ~~If a claimant selects Hong Kong~~ ~~International Arbitration Centre as~~ ~~the arbitration organ, either party~~ ~~may apply for the arbitration to be~~ ~~conducted in Shenzhen in accordance~~ ~~with the securities arbitration rules of~~ ~~Hong Kong International Arbitration~~ ~~Centre.~~ ~~(3)~~ ~~If any disputes or claims of rights~~ ~~as a result of (1) are resolved by~~ ~~arbitration, the laws of the People’s~~ ~~Republic of China shall apply, except~~ ~~otherwise provided by laws and~~ ~~administrative regulations.~~ ~~(4)~~ ~~The award of the arbitration organ~~ ~~shall be final and conclusive and~~ ~~binding on all parties.~~
		~~()~~ ~~3~~
		~~()~~ ~~4~~
		~~()~~

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COMPARISON TABLE ON THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX II

Original articles		Amended articles	Basis for amendments
Article 234The Articles shall be written in Chinese. If there is any discrepancy, the latest version registered with the Industry and Commerce Administration of Xinjiang Uygur Autonomous Region shall prevail.		Article 230The Articles shall be written in Chinese. If there is any discrepancy, the latest version registered with the~~Industry~~ ~~and Commerce Administration of Xinjiang~~ ~~Uygur Autonomous Region~~ Company’s registration authority shall prevail.	It is amended according to the Company Law.
Article 235For the purpose of the Articles, references to “above”, “below”, “beyond”, “less than”, “more than” and “exceed” shall exclude the figures listed.		Article 231For the purpose of the Articles, references to “above”and“expiration” shall include the figures listed ，“below”, “beyond”, “less than”, “more than” and “exceed” shall exclude the figures listed.	It is amended as the Supplementary Interpretation of the Civil Code.

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COMPARISON TABLE ON THE AMENDMENTS TO THE RULES OF PROCEDURES OF THE SHAREHOLDERS’ GENERAL MEETING OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX III

**Xinjiang Xinxin Mining Industry Co., Ltd.* Comparison Table on the Amendments to the Rules of Procedures of the Shareholders’ General Meeting**

EXPLANATION:

In the amended articles, the text proposed to be deleted is presented in the form of a strikethrough line, while the text proposed to be added is presented in the form of an underline;
The following table does not include amendment comparisons for changes in clause numbers only.

Original articles	Amended articles	Amended articles	Basis for amendments
Full textShareholders’ general meeting	Full textShareholders’	~~general~~ meeting	It is amended according to the Company Law.
Article 7The convening of an extraordinary general meeting shall comply with the relevant provisions of the Articles of Association and resolutions shall not be made on matters not specified in the meeting notice.	Article 7The convening of~~an extraordinary~~ ~~general~~ a shareholders’ meeting shall comply with the relevant provisions of the Articles of Association and resolutions shall not be made on matters not specified in the meeting notice.		It is amended according to the Company Law.
Article 11After the board of directors issues a notice to convene a shareholders’ general meeting, except for force majeure and other unexpected events, the shareholders’ general meeting shall not be postponed without reason. If the Company needs to postpone the convening of the shareholders’ general meeting due to force majeure or other unexpected events, it shall issue a notice of postponement at least 5 working days before the originally scheduled date for shareholders’ general meeting. The board of directors shall state the reasons for the postponement in the notice and specify the date of the postponed meeting.	Article 11After the board of directors issues a notice to convene a shareholders’ ~~general~~ meeting, except for force majeure and other unexpected events, the shareholders’ general meeting shall not be postponed without reason. If the Company needs to postpone the convening of the shareholders’ ~~general~~ meeting due to force majeure or other unexpected events, it shall issue a notice of postponement at least~~5~~ two working days before the originally scheduled date for shareholders’~~general~~ meeting. The board of directors shall state the reasons for the postponement in the notice and specify the date of the postponed meeting.		It is amended according to the Guidelines for the Articles of Association of Listed Companies and in combination with the actual situation of the Company.

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COMPARISON TABLE ON THE AMENDMENTS TO THE RULES OF PROCEDURES OF THE SHAREHOLDERS’ GENERAL MEETING OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX III

Original articles	Amended articles	Basis for amendments
Article 20At the annual shareholders’ meeting, shareholders who individually or jointly hold more than 3% of the total voting shares of the Company or the supervisory committee may propose temporary proposals in accordance with the relevant provisions of the Articles of Association.	Article 20At the annual shareholders’ meeting, shareholders who individually or jointly hold more than~~3%~~ one percent of the total voting shares of the Company or the supervisory committee may propose temporary proposals in accordance with the relevant provisions of the Articles of Association.	It is amended according to the Company Law.

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COMPARISON TABLE ON THE AMENDMENTS TO THE RULES OF PROCEDURES OF THE BOARD OF DIRECTORS OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX IV

**Xinjiang Xinxin Mining Industry Co., Ltd.* Comparison Table on the Amendments to the Rules of Procedures of the Board of Directors**

EXPLANATION:

In the amended articles, the text proposed to be deleted is presented in the form of a strikethrough line, while the text proposed to be added is presented in the form of an underline;
The following table does not include amendment comparisons for changes in clause numbers only.

Original articles		Amended articles	Amended articles	Basis for amendments
Full textShareholders’ general meeting	Full text	Shareholders’	~~general~~ meeting	It is amended according to relevant laws and regulations such as the Company Law.
Article 3The board shall hold meetings at least twice per year. The meeting shall be convened and presided by the chairman of the board. When the chairman is unable to perform his duties, the vice chairman shall perform his duties; when the vice chairman is unable to perform his duties, one director who is jointly elected by more than half of the directors shall perform his/her duties.	Article 3The board shall hold meetings at least~~twice~~ four times per year. The meeting shall be convened and presided by the chairman of the board. When the chairman is unable to perform his duties, the vice chairman shall perform his duties; when the vice chairman is unable to perform his duties, one director who is jointly elected by~~more than~~ over half of the directors shall perform his/her duties.			It is amended according to the Articles of Association and the actual situation of the Company.
Article 53According to the relevant resolutions of the shareholders’ meeting, the board of directors may establish special committees such as the Strategy Committee, Audit Committee, Nomination Committee, Remuneration and Assessment Committee, etc.	Article 53According to the relevant resolutions of the shareholders’ meeting, the board of directors may establish special committees such as the Strategy Committee, Audit Committee, Nomination Committee, Remuneration and Assessment Committee, etc.			It is amended according to the actual situation of the Company.

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COMPARISON TABLE ON THE AMENDMENTS TO THE RULES OF PROCEDURES OF THE SUPERVISORY COMMITTEE OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX V

**Xinjiang Xinxin Mining Industry Co., Ltd.* Comparison Table on the Amendments to the Rules of Procedures of the Supervisory Committee**

EXPLANATION:

In the amended articles, the text proposed to be deleted is presented in the form of a strikethrough line, while the text proposed to be added is presented in the form of an underline;
The following table does not include amendment comparisons for changes in clause numbers only.

Original articles	Amended articles	Amended articles	Basis for amendments
Full textShareholders’ general meeting	Full textShareholders’	~~general~~ meeting	It is amended according to the Company Law.
Article 5The supervisory committee shall hold a meeting at least once every six months, and the meeting shall be convened and presided by the chairman of the supervisory committee. When the chairman of the supervisory committee is unable to perform his duties, the chairman shall designate a supervisor to convene the meeting of the supervisory committee on his behalf; if the chairman fails to perform his duties without reason and does not designate a specific person to perform his duties on his behalf, a supervisor jointly elected by more than half of the supervisors may be responsible for convening the meeting and issuing a meeting notice.	Article 5The supervisory committee shall hold a meeting at least once every six months, and the meeting shall be convened and presided by the chairman of the supervisory committee. When the chairman of the supervisory committee is unable to perform his duties, the chairman shall designate a supervisor to convene the meeting of the supervisory committee on his behalf; if the chairman fails to perform his duties without reason and does not designate a specific person to perform his duties on his behalf, a supervisor jointly elected by~~more than~~ over half of the supervisors may be responsible for convening the meeting and issuing a meeting notice.		It is amended according to the Company Law.

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COMPARISON TABLE ON THE AMENDMENTS TO THE RULES OF PROCEDURES OF THE SUPERVISORY COMMITTEE OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX V

Original articles		Amended articles	Basis for amendments
Article 6The supervisory committee shall designate a contact person, who shall be nominated by the convener and approved by a resolution of the supervisory committee. The contact person of the supervisory committee may be concurrently held by a supervisor or not necessarily be held by a supervisor. The contact person of the supervisory committee undertakes the work assigned by the chairman of the supervisory committee and is responsible for the affairs of the supervisory committee.		Article 6The supervisory committee shall designate a contact person, who shall be nominated by the convener and approved by a resolution of the supervisory committee. The contact person of the supervisory committee may be concurrently held by a supervisor or not necessarily be held by a supervisor. The contact person of the supervisory committee undertakes the work assigned by the chairman of the supervisory committee and is responsible for the affairs of the supervisory committee.	It is amended according to the actual situation of the Company.
Article 9Regular meetings of the supervisory committee shall be convened, and the chairman of the supervisory committee shall deliver the notice of the meeting of supervisory committee to all supervisors in the manner specified in the Articles of Association at least 10 days in advance; an extraordinary meeting of the supervisory committee shall generally be notified to all supervisors 5 days before the meeting is held. If the supervisor has attended the meeting of the supervisory committee and has not raised any objection to not receiving the meeting notice at the meeting, it shall be deemed that the meeting notice has been issued to them.		Article 9Regular meetings of the supervisory committee shall be convened, and the chairman of the supervisory committee shall deliver the notice of the meeting of supervisory committee to all supervisors in the manner specified in the Articles of Association at least 10 days in advance; an extraordinary meeting of the supervisory committee shall generally be notified to all supervisors 5 days before the meeting is held.Under special circumstances where it is necessary to convene an extraordinary meeting of the supervisory committee as soon as possible, with the unanimous consent of all supervisors, the 5-day notice period for the meeting may be waived. If the supervisor has attended the meeting of the supervisory committee and has not raised any objection to not receiving the meeting notice at the meeting, it shall be deemed that the meeting notice has been issued to them.	It is amended according to the Company Law.

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COMPARISON TABLE ON THE AMENDMENTS TO THE RULES OF PROCEDURES OF THE SUPERVISORY COMMITTEE OF XINJIANG XINXIN MINING INDUSTRY CO., LTD.

APPENDIX V

Original articles	Amended articles	Basis for amendments
Article 26Each supervisor has one vote. The resolution of the supervisory committee shall be passed by a vote of more than half of the supervisors. The voting method of the meeting of the supervisory committee shall be voting in writing or by show of hands. ......	Article 26Each supervisor has one vote. The resolution of the supervisory committee shall be passed by a vote of~~more than~~ over half of the supervisors. The voting method of the meeting of the supervisory committee shall be voting in writing or by show of hands. ......	It is amended according to the Company Law.

– 116 –

NOTICE OF THE 2024 EGM

==> picture [113 x 66] 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 THE 2024 EGM

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (“ EGM ”) of Xinjiang Xinxin Mining Industry Co., Ltd. (the “ Company ”) will be held at 12:00 p.m. on Friday, 20 December 2024 at Conference Room, 6/F, No. 501, Fusion South Road, Cooperation Zone, Economic and Technological Development Zone, Urumqi, Xinjiang, the People’s Republic of China to consider and, if thought fit, to pass the following resolutions:

Unless otherwise defined, capitalized terms used in this notice and the following resolution shall have the same meanings as those defined in the circular of the Company dated 5 November 2024.

ORDINARY RESOLUTIONS

To consider and approve the renewed Master Mutual Supply Agreement Between Xinjiang Nonferrous Metal Industry (Group) Ltd. (新疆有色金屬工業（集團）有限責任公司) and Xinjiang Xinxin Mining Industry Co., Ltd. and all transactions contemplated thereunder. Any one director of the Company be and is hereby authorised to do all such acts and things and execute such other documents as he in his sole and absolute discretion deems necessary, desirable or expedient in relation to the implementation of the above (if necessary);
To consider and approve the Renewed Annual Caps of the provision of Construction Services, the Supporting and Ancillary Services and the Company’s Products for the three years ending 31 December 2027 under the renewed Master Mutual Supply Agreement Between Xinjiang Nonferrous Metal Industry (Group) Ltd. (新疆有色金屬工業（集團）有限責任公司) and Xinjiang Xinxin Mining Industry Co., Ltd.. Any one director of the Company be and is hereby authorised to do all such acts and things and execute such other documents as he in his sole and absolute discretion deems necessary, desirable or expedient in relation to the implementation of the above (if necessary);
To consider and approve the proposed re-designation of Mr. Qi Xinhui from an executive Director to a non-executive Director for a term commencing from 20 December 2024 and ending on 13 October 2026;

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NOTICE OF THE 2024 EGM

SPECIAL RESOLUTIONS

To consider and approve the proposed amendments to the Articles of Association;
To consider and approve the proposed amendments to Rules of Procedures of the Shareholders’ General Meeting;
To consider and approve the proposed amendments to Rules of Procedures of the Board of Directors;
To consider and approve the proposed amendments to Rules of Procedures of the Supervisory Committee.

By order of the Board Wu Ning, Lam Siu Wing Joint Company Secretaries

Xinjiang, the PRC 5 November 2024

– 118 –

NOTICE OF THE 2024 EGM

Notes:

Closure of register of members and eligibility for attending the EGM

The register of members of the Company will be closed from Wednesday, 20 November 2024 to Friday, 20 December 2024 (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 Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Tuesday, 19 November 2024. Shareholders of the Company whose names appear on the register of members of the Company at the opening of business on Friday, 20 December 2024 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 4:30 p.m. on Friday, 29 November 2024. 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.

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.

If more than one proxy is appointed, such proxies shall only be entitled to vote by poll. Shareholders or their proxies are required to produce their identification documents when attending the EGM.

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NOTICE OF THE 2024 EGM

Others

Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”), all votes at the general meeting will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

The EGM is expected to last for approximately one and a half hours. Shareholders and their proxies attending the meeting shall be responsible for their own travelling and accommodation expenses.

As at the date of this notice, the executive directors of the Company are Mr. Qi Xinhui and Mr. Chen Yin; the non-executive directors of the Company are Mr. Zhou Chuanyou, Mr. Wang Lijian, Ms. Chen Yang and Mr. Hu Chengye; and the independent non-executive directors of the Company are Mr. Hu Benyuan, Mr. Huang Yong and Mr. Lee Tao Wai.

For identification purposes only

– 120 –

NOTICE OF THE 2024 DOMESTIC SHARE CLASS MEETING

==> picture [113 x 66] 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 THE 2024 DOMESTIC SHARE CLASS MEETING

NOTICE IS HEREBY GIVEN that the domestic share class meeting in 2024 (“ Domestic Share Class Meeting ”) of Xinjiang Xinxin Mining Industry Co., Ltd. (the “ Company ”) will be held at 1:30 p.m. on Friday, 20 December 2024 (or immediately after the conclusion of the EGM or any adjournment thereof) at Conference Room, 6/F, No. 501, Fusion South Road, Cooperation Zone, Economic and Technological Development Zone, Urumqi, Xinjiang, the People’s Republic of China to consider and, if thought fit, to pass the following resolutions:

Unless otherwise defined, capitalized terms used in this notice and the following resolution shall have the same meanings as those defined in the circular of the Company dated 5 November 2024.

SPECIAL RESOLUTIONS

To consider and approve the proposed amendments to the Articles of Association;
To consider and approve the proposed amendments to Rules of Procedures of the Shareholders’ General Meeting;
To consider and approve the proposed amendments to Rules of Procedures of the Board of Directors;
To consider and approve the proposed amendments to Rules of Procedures of the Supervisory Committee.

By order of the Board Wu Ning, Lam Siu Wing Joint Company Secretaries

Xinjiang, the PRC

5 November 2024

– 121 –

NOTICE OF THE 2024 DOMESTIC SHARE CLASS MEETING

Notes:

Closure of register of members and eligibility for attending the Domestic Share Class Meeting

The register of members of the Company will be closed from Wednesday, 20 November 2024 to Friday, 20 December 2024 (both days inclusive), during which time no share transfers will be registered. Domestic shareholders of the Company whose names appear on the register of members of the Company at the opening of business on Friday, 20 December 2024 are entitled to attend the Domestic Share Class Meeting.

2. Notice of attendance

Shareholders who intend to attend the Domestic Share Class Meeting should complete and lodge the accompanying reply slip and return it to the Company, on or before 4:30 p.m. on Friday, 29 November 2024. The reply slip may be delivered by hand, by post or by fax to the Company at 6/F, No. 501, Fusion South Road, Cooperation Zone, Economic and Technological Development Zone, Urumqi, Xinjiang. Completion and return of the reply slip does not affect the right of a shareholder of the Company to attend the Domestic Share Class Meeting.

3. Proxy

Every domestic shareholder of the Company who has the right to attend and vote at the Domestic Share Class Meeting 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 Domestic Share Class Meeting.

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 at 6/F, No. 501, Fusion South Road, Cooperation Zone, Economic and Technological Development Zone, Urumqi, Xinjiang, not less than 24 hours before the time appointed for the holding of the Domestic Share Class Meeting. 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. Return of a form of proxy will not preclude a domestic shareholder of the Company from attending in person and voting at the Domestic Share Class Meeting if he so wishes.

If more than one proxy is appointed, such proxies shall only be entitled to vote by poll. Shareholders or their proxies are required to produce their identification documents when attending the Domestic Share Class Meeting.

– 122 –

NOTICE OF THE 2024 DOMESTIC SHARE CLASS MEETING

Others

Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”), all votes at the Domestic Share Class Meeting will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

The Domestic Share Class Meeting is expected to last for approximately half an hour. Shareholders and their proxies attending the meeting shall be responsible for their own travelling and accommodation expenses.

For identification purposes only

– 123 –

NOTICE OF THE 2024 H SHARE CLASS MEETING

==> picture [113 x 66] 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 THE 2024 H SHARE CLASS MEETING

NOTICE IS HEREBY GIVEN that the H share class meeting in 2024 (“ H Share Class Meeting ”) of Xinjiang Xinxin Mining Industry Co., Ltd. (the “ Company ”) will be held at 2:00 p.m. on Friday, 20 December 2024 (or immediately after the conclusion of the EGM and Domestic Share Class Meeting or any adjournment thereof) at Conference Room, 6/F, No. 501, Fusion South Road, Cooperation Zone, Economic and Technological Development Zone, Urumqi, Xinjiang, the People’s Republic of China to consider and, if thought fit, to pass the following resolutions:

Unless otherwise defined, capitalized terms used in this notice and the following resolution shall have the same meanings as those defined in the circular of the Company dated 5 November 2024.

SPECIAL RESOLUTIONS

To consider and approve the proposed amendments to the Articles of Association;
To consider and approve the proposed amendments to Rules of Procedures of the Shareholders’ General Meeting;
To consider and approve the proposed amendments to Rules of Procedures of the Board of Directors;
To consider and approve the proposed amendments to Rules of Procedures of the Supervisory Committee.

By order of the Board Wu Ning, Lam Siu Wing Joint Company Secretaries

Xinjiang, the PRC

5 November 2024

– 124 –

NOTICE OF THE 2024 H SHARE CLASS MEETING

Notes:

Closure of register of members and eligibility for attending the H Share Class Meeting

The register of members of the Company will be closed from Wednesday, 20 November 2024 to Friday, 20 December 2024 (both days inclusive), during which time no share transfers will be registered. In order to be eligible to attend the H Share Class Meeting, 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 Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 4:30 p.m. on Tuesday, 19 November 2024. H shareholders of the Company whose names appear on the register of members of the Company at the opening of business on Friday, 20 December 2024 are entitled to attend the H Share Class Meeting.

2. Notice of attendance

Shareholders who intend to attend the H Share Class Meeting 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 4:30 p.m. on Friday, 29 November 2024. 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 H Share Class Meeting.

3. Proxy

Every H shareholder of the Company who has the right to attend and vote at the H Share Class Meeting 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 H Share Class Meeting.

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 H Share Class Meeting. 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 H shareholder of the Company from attending in person and voting at the H Share Class Meeting if he so wishes.

– 125 –

NOTICE OF THE 2024 H SHARE CLASS MEETING

Others

Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”), all votes at the H Share Class Meeting will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

The H Share Class Meeting is expected to last for approximately half an hour. Shareholders and their proxies attending the meeting shall be responsible for their own travelling and accommodation expenses.

For identification purposes only

– 126 –

AI assistant

Xinjiang Xinxin Mining Industry Co., Ltd. — Proxy Solicitation & Information Statement 2024

50896_rns_2024-11-05_b451bfaa-c282-49ce-a1dc-d85fac864c7c.pdf

Xinjiang Xinxin Mining Industry Co., Ltd.[*] 新疆新鑫礦業股份有限公司

DEFINITIONS

DEFINITIONS

DEFINITIONS

INTRODUCTION

RENEWED MUTUAL SUPPLY AGREEMENT

Subject Matter

Term

Consideration

Pricing Policies

Internal Control Measures Relating to Pricing Policies

LETTER FROM THE BOARD

Historical figures

Proposed Annual Caps

(A) The Construction Services Fees

(B) The Supporting and Ancillary Services Fees

(C) The Company’s Products Fees

LETTER FROM THE BOARD

Forecasted high volatility in copper price

Reasons for and benefits of entering into the Renewed Mutual Supply Agreement

INFORMATION RELATING TO THE COMPANY

INFORMATION RELATING TO XINJIANG NON-FERROUS

LISTING RULES IMPLICATIONS

LETTER FROM THE BOARD

BOARD’S APPROVAL

PROPOSED RE-DESIGNATION OF DIRECTOR

LETTER FROM THE BOARD

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION, RULES OF PROCEDURES OF THE SHAREHOLDERS’ GENERAL MEETING, RULES OF PROCEDURES OF THE BOARD OF DIRECTORS AND RULES OF PROCEDURES OF THE SUPERVISORY COMMITTEE

EGM AND CLASS MEETINGS

PROCEDURES FOR VOTING AT THE EGM AND CLASS MEETINGS

RECOMMENDATION

GENERAL

Xinjiang Xinxin Mining Industry Co., Ltd.[*] 新疆新鑫礦業股份有限公司

CONTINUING CONNECTED TRANSACTIONS – RENEWED MUTUAL SUPPLY AGREEMENT

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

BASIS OF OUR OPINION

PRINCIPAL FACTORS AND REASONS CONSIDERED

(a) Background

(b) Provision of the Construction Services

(c) Provision of the Supporting and Ancillary Services

(d) Provision of the Company’s Products

2. Principal terms of the Continuing Connected Transactions

3. Pricing policies of the Company in respect of the Continuing Connected Transactions

(a) Provision of the Construction Services

(b) Provision of the Supporting and Ancillary Services

(c) Provision of the Company’s Products

4. The Renewed Annual Caps

(a) Provision of the Construction Services

Confirmed projects

Planned projects

Potential projects

(b) Provision of the Supporting and Ancillary Services

Purchase of soda ash

Production plans of the Group

Purchase of transportation services

(c) Provision of the Company’s Products

RECOMMENDATION

Yours faithfully, For and on behalf of Crescendo Capital Limited

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS

Directors, supervisors and chief executive of the Company

Substantial shareholders of the Company

3. SERVICE AGREEMENTS

4. INTEREST IN CONTRACT

5. NO MATERIAL ADVERSE CHANGES

6. COMPETING INTEREST

APPENDIX I

7. EXPERT AND CONSENT

Name Qualification

8. MISCELLANEOUS

9. DOCUMENTS ON DISPLAY

Xinjiang Xinxin Mining Industry Co., Ltd.* Comparison Table on the Amendments to the Articles of Association

EXPLANATION:

Original articles

Original articles

Article 18

Xinjiang Xinxin Mining Industry Co., Ltd. Proxy Solicitation & Information Statement 2024

**Xinjiang Xinxin Mining Industry Co., Ltd.[*] 新疆新鑫礦業股份有限公司**

**Xinjiang Xinxin Mining Industry Co., Ltd.[*] 新疆新鑫礦業股份有限公司**

**Xinjiang Xinxin Mining Industry Co., Ltd.* Comparison Table on the Amendments to the Articles of Association**

**Xinjiang Xinxin Mining Industry Co., Ltd.* Comparison Table on the Amendments to the Rules of Procedures of the Shareholders’ General Meeting**

**Xinjiang Xinxin Mining Industry Co., Ltd.* Comparison Table on the Amendments to the Rules of Procedures of the Board of Directors**

**Xinjiang Xinxin Mining Industry Co., Ltd.* Comparison Table on the Amendments to the Rules of Procedures of the Supervisory Committee**

**Xinjiang Xinxin Mining Industry Co., Ltd.[*] 新疆新鑫礦業股份有限公司**

**Xinjiang Xinxin Mining Industry Co., Ltd.[*] 新疆新鑫礦業股份有限公司**

**Xinjiang Xinxin Mining Industry Co., Ltd.[*] 新疆新鑫礦業股份有限公司**