Xinte Energy Co., Ltd. — Proxy Solicitation & Information Statement 2017

Nov 10, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your 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 Xinte Energy Co., Ltd., you should at once hand this circular and the accompanying form of proxy and reply slip 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.

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.

XINTE ENERGY CO., LTD. 新特能源股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1799)

REGISTRATION AND ISSUE OF RMB400 MILLION

GREEN DEBT FINANCING SCHEME

PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the first extraordinary general meeting (the “ EGM ”) of 2017 of the Company to be held at the Conference Room of the Conference Center of TBEA Co., Ltd. at No. 189, South Beijing Road, Changji, Xinjiang, the PRC on Thursday, 28 December 2017 at 11:00 a.m. is set out in this circular.

If you intend to appoint a proxy to attend the EGM, you are required to complete and return the accompanying form of proxy in accordance with the instructions printed thereon. For holders of H Shares, the form of proxy should be returned to Computershare Hong Kong Investor Services Limited and for holders of Domestic Shares, the form of proxy should be returned to the Company’s Board secretary office not less than 24 hours before the time fixed for holding the EGM (i.e. no later than 11:00 a.m. on 27 December 2017) or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or at any other adjourned meeting should you so wish.

If you intend to attend the EGM in person or by proxy, you are required to complete and return the accompanying reply slip to (for holders of H Shares) Computershare Hong Kong Investor Services Limited or to (for holders of Domestic Shares) the Company’s Board secretary office on or before Friday, 8 December 2017.

10 November 2017

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
NOTICE OF EXTRAORDINARY GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

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DEFINITIONS

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

• “Articles” or

• “Articles of Association”

the articles of association of the Company (as amended, modified or otherwise supplemented from time to time)

• “Board of Directors” or “Board” the board of directors of the Company

“CFAE”

Beijing Financial Assets Co., Ltd.* (北京金融資產交易所有限公司)

• “Company” or

• “our Company” or

• “we” or “us”

Xinte Energy Co., Ltd. (新特能源股份有限公司), a joint stock limited company incorporated in the PRC and its H Shares are listed on the Hong Kong Stock Exchange

• “Director(s)”

director(s) of the Company

• “Domestic Shares”

• ordinary shares in the Company’s share capital, with a nominal value of RMB1.00 each, which are subscribed for and paid up in Renminbi

• “EGM”

the first extraordinary general meeting of 2017 to be held by the Company at the Conference Room of the Conference Center of TBEA Co., Ltd. at No. 189, South Beijing Road, Changji, Xinjiang, the PRC on Thursday, 28 December 2017 at 11:00 a.m.

• “Executive Director(s)” executive director(s) of the Company

• “Green Debt Financing Scheme” the Company’s proposed green debt financing scheme to be issued on the CFAE, with an aggregate financing amount of not more than or equal to RMB400 million

• “H Shares” overseas listed foreign shares in the Company’s share capital with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong dollars and listed on the Hong Kong Stock Exchange

• “Hong Kong” or “HK” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Hong Kong dollars” Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong Stock Exchange” or The Stock Exchange of Hong Kong Limited

• “Stock Exchange”

“Independent Non-executive independent non-executive director(s) of the Company Director(s)”

• “Latest Practicable Date” 7 November 2017, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

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DEFINITIONS

“Listing Rules”

the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange

“Non-executive Director(s)” non-executive director(s) of the Company

“Notice of EGM”

the notice convening the EGM

“PRC” or “China” the People’s Republic of China, for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

“Renminbi” or “RMB” Renminbi, the lawful currency of the PRC

“SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

“Shareholder(s)” holder(s) of Shares

“Shares” shares in the share capital of the Company, with a nominal value of RMB1.00 each, including Domestic Shares and H Shares

• For identification purpose only

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LETTER FROM THE BOARD

XINTE ENERGY CO., LTD. 新特能源股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1799)

Executive Directors:

Mr. Zhang Jianxin (Chairman) Mr. Ma Xuping Mr. Yin Bo

Non-executive Directors:

Mr. Zhang Xin

Ms. Guo Junxiang

Registered office in the PRC: No. 2499, Mianguangdong Street Ganquanpu Economic and Technological Development Zone (Industrial Park) High-tech Industrial Development Zone (New Downtown) Urumqi, Xinjiang, PRC

Mr. Tao Tao

Independent Non-executive Directors:

Mr. Qin Haiyan Mr. Yang Deren Mr. Wong, Yui Keung Marcellus

Headquarters and principal place of business in the PRC:

No. 2499, Mianguangdong Street Ganquanpu Economic and Technological Development Zone (Industrial Park) High-tech Industrial Development Zone (New Downtown) Urumqi, Xinjiang, PRC

Principal place of business in Hong Kong: 18/F, Tesbury Centre 28 Queen’s Road East Wan Chai, Hong Kong

10 November 2017

To the Shareholders

Dear Sir or Madam,

REGISTRATION AND ISSUE OF RMB400 MILLION GREEN DEBT FINANCING SCHEME PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

FOREWORD

The purpose of this circular is to give you the Notice of EGM and provide you with relevant information to enable you to make informed decisions on whether to vote for or against the special resolutions (among others) to be put forward at the EGM relating to the following matters:

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LETTER FROM THE BOARD

REGISTRATION AND ISSUE OF RMB400 MILLION GREEN DEBT FINANCING SCHEME

1. Background

On 10 November 2017, the Board passed a resolution to put to the EGM for the consideration and approval of Shareholders the recommendation to list and issue on the CFAE the Green Debt Financing Scheme, for raising an aggregate amount of not more than or equal to RMB400 million.

2. Proposed Plan of Issue of Green Debt Financing Scheme

In order to secure the capital requirements of the Company’s production operations and strategic development, and to construct a diversified financing channel for the Company in order to further lower the Company’s financial expenses and optimise the debt structure, the Company proposes to apply for the registration and issue of the Green Debt Financing Scheme for not more than or equal to RMB400 million. Details of the proposed issue of the Green Debt Financing Scheme are as follows:

1. Issue size: To register the filing in a single tranche and list in multiple tranches not more than or equal to RMB400 million. Specific issue size of each tranche will be determined by the Board, as authorized by the EGM, based on market conditions.

2. Issue interest rate: To be determined based on market conditions.

3. Issue term: Not exceeding one year (one year inclusive).

4. Target: Qualified investors who meet the entry requirements of CFAE.

5. Lead underwriters: Domestic banks of the PRC.

6. Purpose of funds: Construction of green projects.

7. Validity of this resolution: The Green Debt Financing Scheme issue, once reviewed and approved at the EGM, will be valid throughout the validity period of the registration of the Green Debt Financing Scheme issue.

This issue may be carried out only after registration and approval of CFAE. The Green Debt Financing Scheme’s filed quota has a validity period of two years (two years inclusive).

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LETTER FROM THE BOARD

3. Proposed Authorisation of the Board or any Executive Director to Manage Matters Relating to the Green Debt Financing Scheme

To ensure the smooth issue of the proposed Green Debt Financing Scheme, there will at the EGM be a proposal submitted to the Shareholders to approve general and unconditional authorisation of the Board or any Executive Director to handle all matters relating to the Green Debt Financing Scheme, including but not limited to the following matters:

1. Upon receiving approval from CFAE and within its validity period based on the Company’s needs and market conditions, register the filing in a single tranche and list in multiple tranches within the PRC the Green Debt Financing Scheme for an aggregate amount of not more than or equal to RMB400 million, and conduct information disclosure pursuant to CFAE regulations;

2. Full discretion to handle matters relating to the Green Debt Financing Scheme issue, including but not limited to determining the lead underwriter, specific issue timing, issue size, issue tranches, issue interest rates, authorizing the Company’s Chairman to sign the necessary documents and handle the necessary procedures; and

3. Upon the occurrence of changes in regulation policies or market conditions, except for matters involving relevant laws, regulations and Articles of Association requiring Shareholders to repoll at an extraordinary general meeting, corresponding adjustments may be made with respect to relevant matters such as the particular proposal of this issue based on the opinion of the regulatory department.

The authority delegated to the Board or any Executive Director to handle the foregoing matters relating to the Green Debt Financing Scheme issue, as well as determining amendments and adjustments to relevant transaction documents requiring the Company’s signature within the determined transaction framework scope, will commence on the date of approval at the EGM and end on the date of completion of all the authorized matters relating to the Green Debt Financing Scheme.

4. Reasons and Benefits to Shareholders for the Proposed Green Debt Financing Scheme Issue

The Board believes that the Green Debt Financing Scheme issue can raise funds within a relatively short period of time, and the efficiency of the issue is higher than other interbank debt financing tools. Funds from the Green Debt Financing Scheme can be used in the Company’s green energy-saving technological transformation projects, while transformation projects of the related green energy-saving technologies can obtain strong policy support and thus contribute to raising corporate image and advancing sustainable energy development. The Board believes that the terms relating to the Green Debt Financing Scheme issue are fair and reasonable, and in the interests of the Company and Shareholders as a whole.

PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION

The Board proposed to amend the Articles of Association according to the Company’s actual status. The Board proposed to table the resolution of the proposed amendments to the Articles of Association to the EGM for consideration and approval. The specific amendments are listed as follows:

	Before amendment		After amendment
	Article 3 The Company was registered with and has received the business license from the Administration for Industry and Commerce of Xinjiang Uygur Autonomous Region.The business license number is 6500 0003 9000 712.		Article 3 The Company was registered with and has received the business license from the Administration for Industry and Commerce of Xinjiang Uygur Autonomous Region.The Unified Social Credit Number is 9165 0000 6702 3030 76.

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LETTER FROM THE BOARD

Before amendment

Article 13 The Company’s scope of business includes: (other than projects which are subject to special approval under the laws and administrative regulations of the country) production and sales of silicon and relevant highly purified materials and relevant technology R&D; research, design, system integration, installation and maintenance, consulting service on new energy construction environmental protection technology and relevant engineering projects; manufacture, installment and technology consulting service and operating management on solar silicon wafers, solar cells, solar cell modules, controllers, inverters, solar battery cells, junction boxes, building components, brackets, accessories and environmental devices related to solar system and relevant products application; engineering design, production, installment and maintenance, sales and aftersales service related to solar PV off-grid, ongrid and solar-wind hybrid, solar-thermal hybrid, PV water-electricity hybrid system and other system complementary to PV electricity generation; general construction contracting, commissioning and operation for thermal power, hydraulic and hydropower engineering, electrical power engineering; labor dispatching; import and export business for goods and technologies; production and sales of chemicals by-products related to polysilicon production; houses tenancy; internal training; sales of machinery and electrical equipment, wires and cables, steels, steel pipes, valves, building materials.

After amendment

Article 13 The Company’s scope of business includes: (other than projects which are subject to special approval under the laws and administrative regulations of the country) production and sales of silicon and relevant highly purified materials and relevant technology R&D; research, design, system integration, installation and maintenance, consulting service on new energy construction environmental protection technology and relevant engineering projects; manufacture, installment and technology consulting service and operating management on solar silicon wafers, solar cells, solar cell modules, controllers, inverters, solar battery cells, junction boxes, building components, brackets, accessories and environmental devices related to solar system and relevant products application; engineering design, production, installment and maintenance, sales and aftersales service related to solar PV off-grid, on-grid and solar-wind hybrid, solar-thermal hybrid, PVhydroelectricity hybrid system and other system complementary to PV electricity generation; general construction contracting, commissioning and operation for thermal power, hydraulic and hydropower engineering, electrical power engineering; thermal power generation, thermal production and sales; labor dispatching; import and export business for goods and technologies; production and sales of chemicals by-products related to polysilicon production; intraocular lens, energy storage materials, lithium ion batteries, hydrogen fuel cells, secondary batteries components and modules production and sales; nitride materials, oxide materials, carbide materials and zirconium products production and sales; industrial sodium hydroxide, sodium hydroxide (food grade), caustic soda, industrial liquid chlorine, sodium hypochlorite (available chlorine content higher than 5%), hydrochloric acid, sulphuric acid, nitric acid, hydrogen chloride, hydrogen, nitrogen, ammonia and sodium sulfate decahydrate production and sales; ordinary road cargo transportation, international road cargo transportation; leasing of properties; internal training; sales of machinery and electrical equipment, wires and cables, steels, steel pipes, valves, building materials.

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LETTER FROM THE BOARD

Before amendment

Article 20 China Securities Regulatory Commission approves that the first public issue of Overseas-Listed Foreign-Invested Shares by the Company to foreign investors is 167,276,800 shares, of which, 146,198,830 Overseas-Listed Foreign-Invested shares are transformed from unlisted foreign shares.

After amendment Article 20 The Company’s total share capital is 1,045,005,162 Shares, including 731,529,532 Domestic Shares, representing 70% of the total share capital; and 313,475,630 H Shares (public), representing 30% of the total share capital.

Total share capital of the Company 1,045,005,162 Shares and the capital structure is as follows:

No.	Name			Number of Shares		Proportion of Shares	Category
1	TBEA Co., Ltd.			628,926,449		60.18%	Domestic Shares
2	Xinjiang Tebian (Group) Co., Ltd.			57,826,308		5.53%	Domestic Shares
3	Xinjiang Honglian Venture Capital Co., Ltd.			25,616,800		2.45%	Domestic Shares
4	Xinjiang Far Excellence Enterprise Management Consulting Co., Ltd.			2,896,800		0.28%	Domestic Shares
5	Liu Bingcheng			1,194,732		0.11%	Domestic Shares
6	Jia Boyun			448,560		0.04%	Domestic Shares
7	GF Energy Investment Limited			29,239,766		2.80%	H Shares transformed from unlisted foreign shares
8	L.R. Capital China Growth I Company Limited			73,099,415		7.00%	H Shares transformed from unlisted foreign shares
9	CM International Capital Limited			43,859,649		4.20%	H Shares transformed from unlisted foreign shares
10	Jinglong Technology Holdings Limited			14,619,883		1.40%	Domestic Shares
11	H Shares issued under Global Offering			167,276,800		16.01%	H Shares issued under Global Offering
	Total		1,045,005,162			100%

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LETTER FROM THE BOARD

EGM

The Company will convene the EGM at 11:00 a.m. on Thursday, 28 December 2017 at the Conference Room of the Conference Centre of TBEA Co., Ltd. at No. 189, South Beijing Road, Changji, Xinjiang, the PRC. Notice of EGM is set out in this circular.

In order to determine the Shareholders who are eligible to attend and vote at the EGM, the register of members of the Company will be closed from Tuesday, 28 November 2017 to Thursday, 28 December 2017, both days inclusive, during which no transfer of Shares will be effected. Shareholders whose names appear on the registers of members of the Company on Tuesday, 28 November 2017 shall be entitled to attend and vote at the EGM. In order for the holders of Shares to qualify to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Board secretary office (in case of holders of Domestic Shares), at No. 399, South Changchun Road, New Downtown, Urumqi, Xinjiang, the PRC, or the Company’s H share registrar (in case of holders of H Shares), 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 Monday, 27 November 2017 for registration.

Shareholders who intend to appoint a proxy to attend the EGM shall complete and return the accompanying form of proxy in accordance with the instructions printed thereon. For holders of H Shares, the form of proxy should be returned to Computershare Hong Kong Investor Services Limited, and for holders of Domestic Shares, the form of proxy should be returned to the Company’s Board secretary office, in person or by post not less than 24 hours before the time fixed for holding the EGM (i.e. no later than 11:00 a.m. on 27 December 2017) or any adjournment thereof.

Shareholders who intend to attend the EGM (or any adjournment thereof) in person or by proxy should complete and return the reply slip for attending the EGM (or any adjournment thereof) personally or by post. The reply slip should be completed and returned to the Company’s Board secretary office by post to (or by depositing it at) No. 399, South Changchun Road, New Downtown, Urumqi, Xinjiang, the PRC, for holders of Domestic Shares; or to the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, by facsimile (fax number: +852 2865 0990) or by post to (or by depositing it at) 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for holders of H Shares, such that the reply slip shall be received by the Company 20 days before the EGM (i.e. on or before Friday, 8 December 2017).

Shareholders may, by completing the form of proxy of the Company, appoint one or more proxies (whether he/she is a Shareholder) to attend and vote at the EGM (or any adjournment thereof) on his behalf. A proxy need not be a Shareholder of the Company.

Shareholders must use the form of proxy of the Company for appointing a proxy and the appointment must be in writing. The form of proxy must be signed by the relevant Shareholder of the Company or by a person duly authorized by the relevant Shareholder of the Company in writing (“ power of attorney ”). If the form of proxy is signed by the person authorized by the relevant Shareholder of the Company as aforesaid, the relevant power of attorney and other relevant documents of authorization (if any) must be notarized. If a corporate Shareholder of the Company appoints a person other than its legal representative to attend the EGM (or any adjournment thereof) on its behalf, the relevant form of proxy must be affixed with the company seal of the corporate Shareholder of the Company or duly signed by its director or any other person duly authorized by that corporate Shareholder of the Company as required by the Articles of Association of the Company.

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LETTER FROM THE BOARD

VOTING BY POLL AT EGM

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of shareholders of a listed issuer at the issuer’s general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The chairman of the EGM will therefore demand a poll for every resolution put to the vote at the EGM pursuant to Articles of the Association.

On a poll, every Shareholder present in person or by proxy to attend the EGM (or being a corporation by its duly authorized representative) shall have one vote for each Share registered in his/her/its name in the register of members. A Shareholder entitled to more than one vote needs not use all his/her/its votes or cast all the votes he/she/its uses in the same manner.

RECOMMENDATION

The Board considers that the resolutions set out in the Notice of EGM for Shareholders’ consideration and approval are in the best interests of the Company and its Shareholders. As such, the Board recommends the Shareholders to vote in favour of the said resolutions set out in the Notice of EGM which are to be proposed at the EGM.

By order of the Board Xinte Energy Co., Ltd. Zhang Jianxin Chairman

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NOTICE OF EXTRAORDINARY GENERAL MEETING

XINTE ENERGY CO., LTD. 新特能源股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1799)

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING IN 2017

NOTICE IS HEREBY GIVEN that the first extraordinary general meeting (“ EGM ”) of 2017 of Xinte Energy Co., Ltd. (the “ Company ”) will be held at the Conference Room of the Conference Center of TBEA Co., Ltd. at No. 189, South Beijing Road, Changji, Xinjiang, the People’s Republic of China (“ PRC ”) at 11:00 a.m. on Thursday, 28 December 2017 to consider and approve the following matters:

SPECIAL RESOLUTIONS

To consider and approve the following matters as special resolution:

1. To consider and approve the resolution concerning the Company’s green debt financing scheme with an aggregate principal of not more than or equal to RMB400 million registered and issued through the Beijing Financial Assets Co., Ltd.* (北京金融資產交易所有限公司), and during the registered term, subject to the Company’s requirements and market conditions, conduct issuance in multiple tranches as and when appropriate; authorising the Board or any Executive Director to the extent permitted by the relevant laws to have full discretion in handling all matters related to the registration and issuance of the foregoing green debt financing scheme; and authorising the Board or any Executive Director to delegate authority to the Company’s management to the extent of the foregoing authorisation to handle specifically matters related to the foregoing green debt issuance financing scheme.

2. To consider and approve the resolution concerning the amendments to the Articles of Association.

By order of the Board Xinte Energy Co., Ltd. Zhang Jianxin Chairman

Xinjiang, PRC, 10 November 2017

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NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. Important: A circular setting out further details of the resolution, the form of proxy and the reply slip of the EGM will be dispatched and published by the Company in due course.

2. In order to determine the Shareholders who are eligible to attend and vote at the EGM, the register of members of the Company will be closed from Tuesday, 28 November 2017 to Thursday, 28 December 2017, both days inclusive, during which no transfer of shares will be effected. Shareholders whose names appear on the registers of members of the Company on Tuesday, 28 November 2017 shall be entitled to attend and vote at the EGM. In order for the Shareholders to qualify to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Board secretary office (in case of holders of domestic shares), at No. 399, South Changchun Road, New Downtown, Urumqi, Xinjiang, the PRC, or the Company’s H share registrar (in case of holders of H shares), 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 Monday, 27 November 2017 for registration.

3. Shareholders who intend to attend the EGM (or any adjournment thereof) should complete and return the reply slip for attending the EGM (or any adjournment thereof) personally or by post. The reply slip should be completed and returned to the Company’s Board secretary office by post to (or by depositing it at) No. 399, South Changchun Road, New Downtown, Urumqi, Xinjiang, the PRC, for holders of domestic shares; or to the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, by facsimile (fax number: +852 2865 0990) or by post to (or by depositing it at) 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for holders of H shares, such that the reply slip shall be received by the Company 20 days before the EGM (i.e. on or before Friday, 8 December 2017).

4. Shareholders may, by completing the form of proxy of the Company, appoint one or more proxies (whether he/she is a Shareholder) to attend and vote at the EGM (or any adjournment thereof) on his behalf. A proxy need not be a Shareholder of the Company.

5. Shareholders must use the form of proxy of the Company for appointing a proxy and the appointment must be in writing. The form of proxy must be signed by the relevant Shareholder of the Company or by a person duly authorized by the relevant Shareholder of the Company in writing (“ power of attorney ”). If the form of proxy is signed by the person authorized by the relevant Shareholder of the Company as aforesaid, the relevant power of attorney and other relevant documents of authorization (if any) must be notarized. If a corporate Shareholder of the Company appoints a person other than its legal representative to attend the EGM (or any adjournment thereof) on its behalf, the relevant form of proxy must be affixed with the company seal of the corporate Shareholder of the Company or duly signed by its director or any other person duly authorized by that corporate Shareholder of the Company as required by the articles of association of the Company.

6. To be valid, the form of proxy and the relevant notarized power of attorney (if any) and other relevant documents of authorization (if any) as mentioned in note 5 above must be delivered to the Company’s Board secretary office at No. 399, South Changchun Road, New Downtown, Urumqi, Xinjiang, the PRC, for holders of domestic shares, or 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 not less than 24 hours before the time appointed for the EGM (or any adjournment thereof).

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NOTICE OF EXTRAORDINARY GENERAL MEETING

1. A Shareholder of the Company or his proxy should produce proof of identity when attending the EGM (or any adjournment thereof). If a corporate shareholder’s legal representative or any other person duly authorized by such corporate shareholder attends the EGM (or any adjournment thereof), such legal representative or other person shall produce his proof of identity, and proof of designation as legal representative or the valid authorization document (as the case may be).

2. The EGM (or any adjournment thereof) is expected to take less than half a day. Shareholders or their proxies who attend the EGM (or any adjournment thereof) shall be responsible for their own travel and accommodation expenses.

3. The contact of the Board secretary office of the Company is as follows:

Address: No. 399, South Changchun Road, New Downtown, Urumqi, Xinjiang, the PRC Contact person: Ms. Zhang Juan Tel: +86-991-3665888

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