Xinjiang Xinxin Mining Industry Co., Ltd. — Proxy Solicitation & Information Statement 2026

Apr 22, 2026

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 parts of the contents of this Circular.

If you are in any 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 Xinjiang Xinxin Mining Industry Co., Ltd., you should at once hand this Circular and the accompanying proxy form to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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)

REPORT OF THE DIRECTORS FOR THE YEAR OF 2025,
FINANCIAL STATEMENTS FOR THE YEAR OF 2025,
PROPOSED DECLARATION AND PAYMENT OF FINAL
DIVIDENDS AND
NOTICE OF THE 2025 ANNUAL GENERAL MEETING

A notice convening the AGM to be held at 11:30 a.m. on Friday, 22 May 2026 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 is set out in this Circular.

Every Shareholder who has the right to attend and vote at the AGM 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 AGM. 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 commencement of the AGM. 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. The return of a form of proxy will not preclude a Shareholder from attending in person and voting at the AGM 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 AGM.

For identification purposes only
22 April 2026

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CONTENTS

Pages

DEFINITIONS. ... ii
LETTER FROM THE BOARD. ... 1
APPENDIX I – BUSINESS OF THE 2025 ANNUAL GENERAL MEETING. ... I-1
NOTICE OF ANNUAL GENERAL MEETING ... AGM-1

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DEFINITIONS

In this Circular, unless the context otherwise requires, the following expressions have the following meanings:

"AGM"
the 2025 annual general meeting of the Company to be held at 11:30 a.m. on Friday, 22 May 2026 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

"AGM Notice"
the notice of the AGM

"Articles of Association"
the articles of association of the Company, as amended, modified or otherwise supplemented from time to time

"Board"
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

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

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

"Group"
the Company and its subsidiaries

"H Share(s)"
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

"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China

"Latest Practicable Date"
21 April 2026

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange

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DEFINITIONS

"PRC" the People's Republic of China, but for the purposes of this Circular only, excludes the Hong Kong Special Administrative Region of the PRC, the Macau Special Administrative Region of the PRC and Taiwan

"RMB" Renminbi yuan, the lawful currency of the PRC

"SFO" Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

"Share(s)" ordinary share(s) with a nominal value of RMB0.25 each in the share capital of the Company, including both the H Shares and the Domestic Shares

"Shareholder(s)" holder(s) of the Shares in the registers of members of the Company from time to time

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"%" per cent

• For identification purposes only

• iii -

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LETTER FROM THE BOARD

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 Director:
Mr. Li Jiangping

Non-executive Directors:
Mr. Chen Yin (Chairman)
Mr. Zhou Chuanyou (Vice chairman)
Mr. Wang Lijian
Mr. Hu Chengye

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

Employee Representative Director:
Ms. Zhang Li

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

22 April 2026

To the Shareholders

Dear Sir or Madam,

REPORT OF THE DIRECTORS FOR THE YEAR OF 2025,
FINANCIAL STATEMENTS FOR THE YEAR OF 2025,
PROPOSED DECLARATION AND PAYMENT OF FINAL
DIVIDENDS AND
NOTICE OF THE 2025 ANNUAL GENERAL MEETING

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LETTER FROM THE BOARD

INTRODUCTION

The purpose of this Circular is to provide you with the notice of the AGM and the information on certain proposed resolutions to be considered at the AGM to enable you to make an informed decision on whether to vote for or against those resolutions at the AGM.

1. BUSINESS TO BE CONSIDERED AT THE AGM

Resolutions to be proposed at the AGM for the Shareholders to consider and approve are set out on pages AGM-1 to AGM-2 of this Circular.

Business to be transacted at the AGM are set out in further details on page I-1 of this Circular. In order to enable you to have a better understanding of the resolutions at the AGM and to make well-informed decisions, we have provided detailed information in respect of the business of the AGM in Appendix I to this Circular.

2. AGM

The AGM Notice is set out on pages AGM-1 to AGM-2 of this Circular. Every Shareholder who has the right to attend and vote at the AGM 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 AGM.

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 commencement of the AGM. 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 from attending in person and voting at the AGM 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 AGM.

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LETTER FROM THE BOARD

3. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the AGM 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.

4. RECOMMENDATION

The Board considers that all resolutions proposed for consideration and approval by the Shareholders at the AGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of all the proposed resolutions at the AGM as set out in the AGM Notice.

5. 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.

Yours faithfully,

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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APPENDIX I

BUSINESS OF THE 2025 ANNUAL GENERAL MEETING

TO CONSIDER AND APPROVE THE ACCUMULATED PROFIT DISTRIBUTION PLAN OF THE COMPANY AND THE RELEVANT DECLARATION AND PAYMENT OF A FINAL DIVIDEND FOR THE YEAR ENDED 31 DECEMBER 2025

The Board proposed payment of a final dividend of RMB0.05 per Share to all Shareholders of which the dividends for Shareholders of H Shares will be distributed to the Shareholders whose names appear on the Company’s register of members at the opening of business on Friday, 5 June 2026.

The register of members of the Company will be closed from Saturday, 30 May 2026 to Friday, 5 June 2026 (both days inclusive), during which time no share transfers will be registered. In order to qualify for the final dividends, 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, Wan Chai, Hong Kong, no later than 4:30 p.m. on Friday, 29 May 2026.

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NOTICE OF ANNUAL GENERAL MEETING

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 2025 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2025 annual general meeting (the “AGM”) of Xinjiang Xinxin Mining Industry Co., Ltd. (the “Company”) will be held at 11:30 a.m. on Friday, 22 May 2026 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 (the “PRC”) for the following purposes:

To consider and, if thought fit, pass with or without amendments, the following resolutions:

ORDINARY RESOLUTIONS

1. to consider and approve the report of the directors of the Company for the year ended 31 December 2025;
2. to consider and approve the audited consolidated financial statements of the Company and its subsidiaries for the year ended 31 December 2025;
3. to consider and approve the accumulated profit distribution plan of the Company and the relevant declaration and payment of a final dividend of RMB0.05 per share of the Company for the year ended 31 December 2025 as recommended by the board of directors of the Company (the “Board”); and
4. to consider and approve the re-appointment of BDO China SHU LUN PAN Certified Public Accountants LLP as the auditor of the Company and to authorise the Board to fix its remuneration.

By order of the Board

Xinjiang Xinxin Mining Industry Co., Ltd.*
Wu Ning, Lam Siu Wing
Joint Company Secretaries

Xinjiang, the PRC, 22 April 2026

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. CLOSURE OF REGISTER OF MEMBERS AND ELIGIBILITY FOR ATTENDING THE AGM

The register of members of the Company will be closed from Monday, 18 May 2026 to Friday, 22 May 2026 (both days inclusive), during which time no share transfers will be registered. In order to be eligible to attend the AGM, 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, Wan Chai, Hong Kong, no later than 4:30 p.m. on Friday, 15 May 2026.

Shareholders of the Company whose names appear on the register of members of the Company at the opening of business on Friday, 22 May 2026 are entitled to attend the AGM.

1. PROXY

Every shareholder of the Company who has the right to attend and vote at the AGM 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 AGM.

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 commencement of the AGM. 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 AGM 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 AGM.

1. 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 AGM is expected to last for approximately two 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 director of the Company is Mr. Li Jiangping; the non-executive directors are Mr. Chen Yin, Mr. Zhou Chuanyou, Mr. Wang Lijian and Mr. Hu Chengye; the independent non-executive directors are Mr. Hu Benyuan, Mr. Huang Yong and Mr. Lee Tao Wai; and the employee representative director is Ms. Zhang Li.

• For identification purposes only

• AGM-2 -