Xizang Zhihui Mining Co., Ltd. — Proxy Solicitation & Information Statement 2008

Jan 30, 2008

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(a joint stock limited company incorporated in the People’s Republic of China)

(Stock Code: 1133)

Form of proxy for use at the extraordinary general meeting

I/We[1] of

being the registered holder(s) of[2] H Shares/domestic shares of RMB1.00 each in the capital of the above name company (the “Company”), HEREBY APPOINT[3]

H Shares/domestic shares

of

or failing him the chairman of the meeting as my/our proxy to attend for me/us at the extraordinary general Meeting (the “Meeting”) (and at any adjournment thereof) of the Company to be held at Conference Room, 17/F, Block B, 39 Sandadongli Road, Xiangfang District, Harbin, Heilongjiang Province, the People’s Republic of China on Friday, 7 March 2008 at 9:00 a.m. for the purpose of considering and, if thought fit, passing the resolutions referred to the notice convening the Meeting and at such meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolutions as hereinafter indicated, and, if no such indication is given as my/our proxy thinks fit.

	ORDINARY RESOLUTION	FOR4A	GAINST4
Toof t	approve the appointment of Mr. Wang Zhisen as a supervisorhe Company

• Please delete as appropriate

Signature[6]

Date

NOTES:

1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS.

2. Please insert the number of H Shares or domestic shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to be related to all the shares of the Company registered in your name(s).

3. Please insert the name and address of the proxy desire in the space provided, failing which the chairman of the meeting will be appointed as your proxy. ANY ALTERATION MADE TO THIS FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY ONE OF THE RESOLUTIONS, PLEASE INDICATE WITH A TICK IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY OF THE RESOLUTIONS, PLEASE INDICATE WITH A TICK IN THE BOX MARKED “AGAINST”. Failure to indicate which way you wish your vote to be cast will entitle your proxy to cast your vote at his direction.

5. A shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more persons (whether or not a shareholder of the Company) as his proxy to attend and vote instead of him

6. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be under its seal or (as the case may be) legal person’s chop or under the hand of its director or an attorney duly authorised.

7. Where there are joint holders of any share of the Company, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such shares as if he was solely entitled thereto provided that if more than one of such joint holders be present at the meeting personally or by proxy, the person whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

8. In order to be valid, this form of proxy, together with the duly notarised power of attorney or other document of authority (if any) under which it is signed must be lodged at the registered offices of the Company in Block 3, Nangang District High Technology Production Base, Harhbin, Heilongjiang Province, The People’s Republic of China, or at the office address of the Company at Block B, 39 Sandadongli Road, Xiangfang District, Harbin, Heilongjiang Province, the People’s Republic of China not less than 24 hours before the time appointed for holding the Meeting.

9. Completion and return of the form of proxy will not preclude a member from attending and voting in person at the Meeting if he so wishes, in the event that he attends the Meeting, his form of proxy will be deemed to have been revoked.