Xinjiang Xinxin Mining Industry : (I) RE-ELECTIONS AND ELECTIONS OF DIRECTORS (II) RE-ELECTIONS OF SUPERVISORS

THE 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 licensed securities dealer, 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 to the purchaser or transferee or to the bank, licensed securities dealer 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.

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)

1. RE-ELECTIONSAND ELECTIONS OF DIRECTORS
2. 1. RE-ELECTIONSOF SUPERVISORS

A letter from the Board of the Company is set out on pages 1 to 4 of this circular.

The Company will convene the EGM at 11:00 a.m. on Tuesday, 13 October 2020 at Conference Room, 3/ F, Tower 1, Business Residence Community of YouseMingyuan Science and Technology Park, No. 52, East 2nd Lane, Binhe Middle Road, Saybagh District, Urumqi, Xinjiang, the People's Republic of China. The notice convening the EGM is set out on pages 14 to 18 of this circular and the relevant notice of attendance and proxy form are enclosed with this circular. Shareholders who wish to attend the EGM are required to return the notice of attendance in accordance with the instructions printed thereon as soon as possible and in any event not later than 23 September 2020.

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

28 August 2020

• For identification purposes only

CONTENT
	Pages
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
APPENDIX I - PROFILES OF CANDIDATES OF
DIRECTORS AND SUPERVISORS . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
NOTICE OF THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14

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DEFINITIONS

In this circular, unless otherwise indicated in the context, the following expressions have the meaning set out below:

"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
"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,
	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
"EGM"	the extraordinary general meeting of the Company of 2020 to be
	held at 11:00 a.m. on Tuesday, 13 October 2020 at Conference
	Room, 3/F, Tower 1, Business Residence Community of
	YouseMingyuan Science and Technology Park, No. 52, East 2nd
	Lane, Binhe Middle Road, Saybagh District, Urumqi, Xinjiang,
	the People's Republic of China, notice of which is set out on pages
	14 to 18 of this circular
"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
"HKD"	Hong Kong dollars, the lawful currency of the Hong Kong Special
	Administrative Region
"Latest Practicable Date"	25 August 2020, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange

- ii -

	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
"Share(s)"	ordinary share(s) with 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
"Supervisor(s)"	the supervisor(s) of the Company
"Supervisory Committee"	the supervisory committee of the Company

• For identification purposes only

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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 Directors:	Statutory address and principal
Mr. Liu Jun	place of business in the PRC:
Mr. Qi Xinhui	3/F, Tower 1, Business Residence
	Community of YouseMingyuan Science and
Non-executive Directors:	Technology Park, No. 52, East 2nd Lane,
Mr. Zhang Guohua	Binhe Middle Road, Saybagh District,
Mr. Guo Quan	Urumqi, Xinjiang
Mr. Zhou Chuanyou
Mr. Hu Chengye	Registered office in Hong Kong:
	9/F The Center
Independent Non-executive Directors:	99 Queen's Road Central
Mr. Hu Benyuan	Central, Hong Kong
Mr. Wang Lijin
Mr. Wong Yik Chung John
	28 August 2020
To the Shareholders
Dear Sir or Madam,

1. RE-ELECTIONSAND ELECTIONS OF DIRECTORS
2. 1. RE-ELECTIONSOF SUPERVISORS

INTRODUCTION

The purpose of this circular is to provide you with information relating to the resolutions to be proposed at the EGM relating to, among other things, (i) the re-elections and elections of Directors and (ii) the reelections of Supervisors.

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LETTER FROM THE BOARD

1. RE-ELECTIONS AND ELECTIONS OF DIRECTORS

Since the term of the fifth session of the Board will expire on 13 October 2020, the Board proposed the election of the following persons to be members of the sixth session of the Board at the EGM:

Proposed Directors	Proposals
Executive Directors
Liu Jun	Re-election as an executive Director
Qi Xinhui	Re-election as an executive Director
Non-executive Directors
Zhang Guohua	Re-election as a non-executive Director
Guo Quan	Re-election as a non-executive Director
Zhou Chuanyou	Re-election as a non-executive Director
Hu Chengye	Re-election as a non-executive Director
Independent Non-executive Directors
Hu Benyuan	Re-election as an independent non-executive Director
Wang Qingming	Election as an independent non-executive Director
Lee Tao Wai	Election as an independent non-executive Director

The term of the sixth session of the Board will be for three years commencing from 14 October 2020 and ending on 13 October 2023.

The Board also proposed the granting of authorisation to the Board, for the Chairman to sign on behalf of the Company the service contracts with all the elected executive Directors, non-executive Directors and independent non-executive Directors, respectively, upon such terms and conditions as the Board shall think fit, and to do such acts to effect such matters.

Please refer to Appendix I for biographical details of the candidates of the Directors.

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LETTER FROM THE BOARD

2. RE-ELECTIONS OF SUPERVISORS

Since the term of the fifth session of the Supervisory Committee will expire on 13 October 2020, the Board proposed the election of the following persons to be members of the sixth session of the Supervisory Committee at the EGM:

Proposed Directors	Proposals
Independent Supervisors
Yao Wenying	Re-election as an independent Supervisor
Meng Guojun	Re-election as an independent Supervisor
Shareholders' Representative Supervisor
Chen Rong	Re-election as a Shareholders' representative Supervisor

Mr. Meng Guangzhi and Mr. Li Jiangping have been elected as the employees' representative Supervisors for the sixth session of the Supervisory Committee at a staff representatives' meeting of the Company held on 28 July 2020.

The term of the sixth session of the Supervisory Committee will be for three years commencing from 14 October 2020 and ending on 13 October 2023.

The Board also proposed the granting of authorisation to the Board, for the Chairman to sign on behalf of the Company the service contracts with all the elected independent Supervisors, Shareholders' representative Supervisor and employee's representative Supervisors upon such terms and conditions as the Board thinks fit, and to do such acts to effect such matters.

Please refer to Appendix I for biographical details of the candidates of the Supervisors.

3. EGM

A notice of the EGM is set out on pages 14 to 18 of this circular. A form of proxy for use at the EGM is enclosed with this circular. To be valid, the form of proxy must be completed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney or other authority, must be lodged with in accordance with the instructions printed thereon and lodge the same with the Company's H Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited of 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 24 hours before the time scheduled for holding of the EGM.

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LETTER FROM THE BOARD

4. RECOMMENDATION

The Directors consider that each of the proposed resolutions set out in the notice of the EGM are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of each of such proposed resolutions.

Yours faithfully,

By Order of the Board of

Xinjiang Xinxin Mining Industry Co., Ltd.*

Zhang Junjie, Lam Cheuk Fai

Joint Company Secretaries

• For identification purposes only

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APPENDIX I PROFILES OF CANDIDATES OF DIRECTORS AND SUPERVISORS

DIRECTORS

Candidates for Executive Directors

Mr. Liu Jun (劉俊), aged 55, was re-appointed as an executive Director and the deputy general manager of the Company in October 2017, and appointed as the general manager and deputy secretary of the Party Committee of the Company since December 2019. From September 1983 to July 1987, he studied at Kunming University of Science and Technology (昆明理工大學), majoring in mining engineering, and obtained a Bachelor's degree. Mr. Liu has more than 33 years of relevant professional techniques and corporate management experience in non-ferrous metal industry in Xinjiang. From May 1991 to August 2005, he was the deputy head of the mining workshop, the head of production and technical division, the deputy chief engineer, the chief engineer and deputy head of Kalatongke Nickel-Copper Mine* (喀 拉通克鎳銅礦). From September 2005 to August 2008, Mr. Liu served as an executive Director and the deputy general manager of the Company, and the head of Kalatongke nickel-copper mine. He served as an executive Director and the deputy general manager of the Company from September 2008 to January 2014, a director and the general manager of Xinjiang Asia-Europe Rare Metals Co. Ltd.* (新疆亞歐稀有 金屬股份有限公司) from February 2014 to March 2015, the chief engineer of the Company from March 2015 to October 2017, the deputy general manager of the Company from October 2017 to November 2019, and the secretary to the Party Committee of the Company from July 2017 to November 2019.

If elected, Mr. Liu will not receive any Director's remuneration from the Company under his service contract. The remuneration payable to Mr. Liu by the Company in respect of his other working position shall be determined in accordance with the remuneration scale and payment procedures and with reference to the prevailing market rate and the expansion scale of the Company.

Mr. Qi Xinhui (齊新會), aged 51, has been the deputy general manager of the Company since October 2017, the secretary of the Party Committee of the Company since December 2019, and an executive Director of the Company since June 2020. From September 1986 to July 1988, Mr. Qi studied at Technical College of Xinjiang Keketuohai Bureau of Mines* (新疆可可托海礦務局技工學校), majoring in galvanic pincette. From August 1993 to July 1996, Mr. Qi studied at Xinjiang Non-ferrous Metal Staff University* (新疆有色職工大學), majoring in mechatronics. From September 2005 to July 2008, Mr. Qi studied at Xinjiang University, majoring and obtained a Bachelor's degree in electrical automation. He has accumulated more than 33 years of experience of relevant professional techniques and corporate management in non-ferrous metal industry in Xinjiang, the PRC. From August 1996 to August 2005, Mr. Qi served as the section chief of smelting workshop, deputy chief of quality inspection department, deputy 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 Xinjiang Kalatongke Nickel-Copper Mine* (新疆喀拉通克銅鎳礦). From September 2005 to February 2012, Mr. Qi served as the deputy head

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APPENDIX I PROFILES OF CANDIDATES OF DIRECTORS AND SUPERVISORS

of Kalatongke Nickel-Copper Mine of Xinjiang Xinxin Mining Industry Co., Ltd.*. From March 2012 to August 2013, Mr. Qi served as deputy general manager of Xinjiang Kalatongke Mining Industry Company Limited* (新疆喀拉通克礦業有限責任公司). From September 2013 to March 2015, Mr. Qi served as the secretary to the Party Committee and the deputy general manager of Xinjiang Kalatongke Mining Industry Company Limited. From April 2015 to September 2017, Mr. Qi served as the secretary to the Party Committee and the general manager and of Xinjiang Yakesi Resources Co. Ltd.

If elected, Mr. Qi will not receive any Director's remuneration from the Company under his service contract. The remuneration payable to Mr. Qi by the Company in respect of his other working position shall be determined in accordance with the remuneration scale and payment procedures and with reference to the prevailing market rate and the expansion scale of the Company.

Candidates for Non-executive Directors

Mr. Zhang Guohua (張國華), aged 56, has served as an non-executive Director and the chairman of the Company since October 2017. Mr. Zhang completed a postgraduate course in science and engineering management at Dalian University of Technology in November 2003. Mr. Zhang has accumulated more than 36 years of relevant professional techniques and corporate management experience in non-ferrous metal industry in Xinjiang. From October 1988 to March 1999, he successively served as the deputy section leader, the section leader of the environmental safety section, the supervisor in mining workshop, an assistant to the head of mine, the chairman of the labour union and the secretary of the communist party committee of the Kalatongke Nickel-Copper Mine* (喀拉通克鎳銅礦). He served as the deputy general manager and general manager of the sales branch of Xinjiang Non-ferrous Metals Industry Co. from April 1999 to February 2002. From March 2002 to August 2005, he served as the head of Kalatongke nickel-copper mine. From September 2005 to March 2015, Mr. Zhang served as an executive Director, the executive deputy general manager and the secretary of the Communist Party committee of the Company. From April 2015 to April 2017, he served as a director, the general manager and the vice secretary of the Party Committee of Xinjiang Non-ferrous, and he has served as a chairman and the secretary of the Party Committee of Xinjiang Non-ferrous since April 2017. Mr. Zhang has also served as the chairman of Western Gold Co., Ltd. (西部黃金股份有限公司) (Stock Code: 601069) since June 2017.

If elected, Mr. Zhang will not receive any Director's remuneration from the Company under his service contract.

Mr. Guo Quan (郭全), aged 51, has been serving as a non-executive Director of the Company since June 2020. From September 1986 to August 1989, Mr. Guo studied at the Department of Geology of Northeastern University (東北大學) and obtained a college diploma in geology. He also studied at Beijing Technology and Business University (北京工商大學) from September 2002 to July 2004 and obtained a bachelor's degree in business administration. Mr. Guo has accumulated more than 31 years of experience

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APPENDIX I PROFILES OF CANDIDATES OF DIRECTORS AND SUPERVISORS

of relevant professional techniques and corporate management in non-ferrous metal industry in Xinjiang, the PRC. From August 1989 to December 1999, Mr. Guo served various positions in Xinjiang Hami Gold Mine* (新疆哈密金礦) including technician, head of technical division, chief of the mining workshop, and the deputy head of a factory. He was also the general manager of Xinjiang Non-ferrous Xinhai Company Limited* (新疆有色鑫海有限責任公司) from March 2000 to September 2002, the general manager of Xinjiang Non-ferrous Quanxin Construction Company Limited* (新疆有色全鑫建設有限責任公司) from September 2002 to March 2009 and the general manager of Xinjiang Yakesi Resource Development Co., Ltd.* (新疆亞克斯資源開發股份有限公司) from March 2009 to September 2013. Mr. Guo was the deputy chief engineer of Xinjiang Non-ferrous Metal Industry (Group) Ltd.* (新疆有色金屬工業（集團）有限責任 公司) from September 2013 to February 2015, the general manager of the Company from March 2015 to 26 November 2019 and an executive Director of the Company from May 2015 to June 2020. He has been serving as the deputy general manager of Xinjiang Non-ferrous Metal Industry (Group) Ltd.* since 26 November 2019.

If elected, Mr. Guo will not receive any Director's remuneration from the Company under his service contract

Mr. Zhou Chuanyou (周傳有), aged 56, was re-appointed as a non-executive Director and the vice- chairman of the Company in October 2017. Mr. Zhou served as a non-executive Director and the vice- chairman of the Company from September 2005 to February 2015, and a non-executive Director of the Company from March 2015 to October 2017. Mr. Zhou completed a postgraduate course in law at Fudan University (復旦大學) and obtained a Master's degree in July 1987. From September 1995, Mr. Zhou served as the chairman of the board of directors of Shanghai Jinying Investment Company Ltd. (上海金鷹 投資有限公司), which is the predecessor of Zhongjin Investment, and is now the chairman of the board of directors of Zhongjin Investment in which he is the beneficial owner of 100% interest. He has served as a director of Shanghai Zhongjin Real Estate (Group) Co., Ltd. (上海中金房產（集團）有限公司) since February 1998 and a director of Shanghai Yilian since May 2005 and is currently the beneficial owner of 100% shareholding of Shanghai Yilian. Shanghai Yilian holds 12.80% shareholding of the Company and Zhongjin Investment holds 8.96% shareholding of the Company. The interest attributable to Mr. Zhou in the Company represents his indirect deemed interest in the Company's issued share capital via his equity interests held in the Company through Shanghai Yilian and Zhongjin Investment. Mr. Zhou has served as deputy chairman of the board of directors of Dazhong Insurance Co., Ltd. of China (大眾保險股份 有限公司) from September 1998 to December 2009 and chairman of the board of directors of Shanghai Xinnanyang Only Education & Technology Co., Ltd. (Stock Code: 600661). Mr. Zhou has been serving as the chairman of the board of directors of ST Shanghai Jiaoda Onlly Co., Ltd. (Stock Code: 600530) since April 2020. Mr. Zhou is the brother-in-law of Mr. Hu Chengye, another non-executive Director of the Company.

If elected, Mr. Zhou will not receive any Director's remuneration from the Company under his service contract.

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APPENDIX I PROFILES OF CANDIDATES OF DIRECTORS AND SUPERVISORS

Mr. Hu Chengye (胡承業), aged 56, has been a non-executive Director of the Company since October 2014. Mr. Hu studied at China Broadcasting and Television College (中國廣播電視大學) from July 1983 to September 1986, majoring in the finance and politics and obtained a college diploma. He completed upgrading courses from junior college student to university student with a major in accounting at Xiamen University and obtained a Bachelor's degree in September 2001. From November 1994 to August 1998, Mr. Hu served as a deputy director of Tianshan Sub-bureau of Urumqi Local Taxation Bureau of Xinjiang (新疆烏魯木齊市地稅局天山區分局). From September 1998 to February 2002, he served as the director of Xinshi Sub-bureau of Urumqi Local Taxation Bureau of Xinjiang (新疆烏魯木齊市地稅局新市區 分局). From March 2002 to February 2008, he served as deputy director of the Investigation Bureau of Local Taxation Department in the Xinjiang Uygur Autonomous Region. Mr. Hu served as executive deputy general manager, general manager and chairman (currently acting as the chairman) of Xinjiang HuizhongYifu Investment Co., Ltd. (新疆匯中怡富投資有限公司) since March 2008. Mr. Hu served as the general manager of Shanghai Hengshi Mining Investment Co., Ltd. (上海恒石礦業投資股份有限公司) since February 2013, the vice-chairman of Xinjiang Baodi Mining Co., Ltd. (新疆寶地礦業股份有限公司) since December 2013, and an assistant president of Zhongjin Investment since February 2014. Mr. Hu is the brother-in-law of Mr. Zhou Chuanyou, another non-executive Director of the Company.

If elected, Mr. Hu will not receive any Director's remuneration from the Company under his service contract.

Candidates for Independent Non-executive Directors

Mr. Hu Benyuan (胡本源), aged 46, has been as an independent non-executive Director of the Company since October 2017. Mr. Hu studied at Xinjiang University of Finance & Economics from September 1991 to July 1995, majoring in accounting and obtained a Bachelor's degree. Mr. Hu studied at Shanghai University of Finance and Economics from September 2000 to January 2003, majoring in accounting and obtained a Master's degree. He studied at Shanghai University of Finance and Economics from February 2004 to January 2007, majoring in accounting and obtained a Doctoral degree. Mr. Hu has been teaching in Xinjiang University of Finance & Economics since 1995, served as the deputy dean of Institute of Accounting of Xinjiang University of Finance & Economics from January 2011 to February 2018, and served as the dean of Institute of Accounting of Xinjiang University of Finance & Economics from March 2018 to January 2020. He is currently serving as a professor and an instructor of doctorate students of Institute of Accounting of Xinjiang University of Finance & Economics and a non-practicing member of the Chinese Institute of Certified Public Accountants. Mr. Hu has been serving as a director of Auditing Education Branch of China Audit Society since November 2011. Mr. Hu has served as independent director in various A Shares listed companies in PRC since 2009, and he served as an independent director of TBEA (Stock Code: 600089) from May 2012 to September 2018, as an independent director of Guanghui Energy Co., Ltd. (Stock Code: 600256) from December 2013 to December 2019 and as an independent director of International Industry Co., Ltd. (Stock Code: 000159) since August 2014. He has served as an independent director of Xinjiang Guannong Fruit & Antler Group Co., Ltd. (Stock code:600251) since December 2018.

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APPENDIX I PROFILES OF CANDIDATES OF DIRECTORS AND SUPERVISORS

If elected, Mr. Hu's remuneration will be RMB70,000 per annum (tax inclusive) in accordance with the service contract and will be subject to the approval by the Shareholders at the EGM, such remuneration is determined with reference to his remuneration in the past term, the prevailing market rate and the expansion scale of the Company.

Mr. Wang Qingming (王慶明), aged 60, studied at Xi'an Institute of Geology (now Chang'an University) (西安地質學院（現長安大學）) from September 1979 to July 1983, specialising in Geology and Mineral Resources, and China University of Geosciences (Wuhan) (中國地質大學（武漢）) from September 2003 to December 2005, specialising in metallogenic prognosis, and obtained a Master's degree. He is now a Professor-level Senior Engineer in Geology and Mining. Mr. Wang was the head of projects of Brigade No. 11 of Xinjiang Bureau of Geo-exploration & Mineral Development (新疆地礦局第十一地質大隊) from August 1983 to June 1993, the head of projects of the Xinjiang Research Institute of Geology and Mineral Resources* (新疆地質礦產研究所) from July 1993 to January 1998, successively the project manager, deputy director and chief engineer of the Xinjiang Institute of Geological Survey (新疆地質調查 院) from February 1998 to March 2006, and successively the deputy director of the Planning Division and the director of the Reserves Division of the Xinjiang Department of Land and Resources* (新疆國土資源 廳) from April 2006 to March 2015. Mr. Wang retired in April 2015.

If elected, Mr. Wang's remuneration will be RMB70,000 per annum (tax inclusive) in accordance with the service contract and will be subject to the approval by the Shareholders at the EGM, such Director's remuneration is determined with reference to the prevailing market rate and the expansion scale of the Company.

Mr. Lee Tao Wai (李道偉), aged 41, studied at the Chinese University of Hong Kong from 1997 to 2000, majoring in Business Administration (Professional Accountancy) and obtained a Bachelor's degree with Honours, the Hong Kong University of Science and Technology from 2006 to 2008, majoring in Investment Management and obtained a Master's degree, and the Chinese University of Hong Kong from 2013 to 2015, majoring in International Economic Law and obtained a Master's degree. Mr. Lee is a member of the Hong Kong Institute of Certified Public Accountants, and has 20 years' experience in auditing, accounting, company secretary services and financial management. Mr. Lee has served as the chief financial officer, independent non-executive directors and company secretary in several Hong Kong listed companies. Currently he is the company secretary of King Stone Energy Group Limited (Stock Code: 663).

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APPENDIX I PROFILES OF CANDIDATES OF DIRECTORS AND SUPERVISORS

Mr. Lee was an independent non-executive director of Seamless Green China (Holdings) Limited (stock code: 8150) from 2 October 2009 to 20 February 2012. He was also an independent non-executive director of Ming Lam Holdings Limited (Stock Code: 1106) ("Ming Lam Holdings") from 13 July 2016 to 31 July 2020. Based on public information, Ming Lam Holdings is a company incorporated in the Cayman Islands and registered in Hong Kong as a Registered Non-Hong Kong Company, and its principal activities are manufacturing and sale of packaging materials, tourism and travel business, securities trading and other investing activities and money lending business. Neither Ming Lam Holdings nor any of its subsidiaries is related to the Company or any of its subsidiaries. Mr. Lee has resigned and ceased to act as an independent non-executive director of Ming Lam Holdings with effect from 31 July 2020.

As disclosed in Ming Lam Holding's announcements dated 20 May 2020 and 27 July 2020 (the "ML Announcements"), on 20 May 2020, Ming Lam Holdings received a winding up petition (the "Petition") filed by Tse's Finance Limited (the "Petitioner") against them under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong) in the High Court of Hong Kong (the "High Court"), on the basis of the alleged failure by Ming Lam Holdings to settle an indebtedness of HK$54,437,452.05, plus interests and costs (the "Alleged Indebtedness"). As at 27 July 2020, Ming Lam Holdings had negotiated with the Petitioner for a settlement and an amicable disposal of the matter under the Petition. Further details of the Petition and the Alleged Indebtedness were disclosed in the ML Announcements.

A hearing of the Petition was held on 5 August 2020 in the High Court and another hearing in the High Court is scheduled on 26 August 2020. To the best knowledge of Mr. Lee, as at the Latest Practicable Date, there has been no material development in the Petition and the Alleged Indebtedness. Mr. Lee confirmed that he is not a party of the Petition and is not aware of any actual or potential claim that has been or will be made against him in respect of the Petition as at the Latest Practicable Date. Save as disclosed above, there is no other matter that needs to be brought to the attention of the Shareholders.

If elected, Mr. Lee will receive a remuneration of HK$130,000 per annum (tax inclusive) and will be subject to the approval of the Shareholders at the EGM, such Director's remuneration is determined with reference to the prevailing market rate and the expansion scale of the Company.

General

All the term of office of each of the above candidates for Directors, if elected, will be three years commencing on 14 October 2020 and ending on 13 October 2023. If elected, the service contracts will be entered into by the Chairman (on behalf of the Company) with all the elected Directors under the terms and conditions which the Board thinks fit.

As at the Latest Practicable Date and save as disclosed above, none of the above candidates for Directors have any interest in the shares of the Company within the meaning of Part XV of the SFO. They have not been subject to any public sanctions by statutory or regulatory authority.

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APPENDIX I PROFILES OF CANDIDATES OF DIRECTORS AND SUPERVISORS

Save as disclosed above, the above candidates for Directors have not held any directorships in any other public listed companies in the past three years and do not have any other relationship any Directors, senior management, substantial or controlling Shareholders (as defined in the Listing Rules) of the Company. Save as disclosed above, there are no other matters concerning the appointments of the above candidates as Directors that need to be brought to the attention of the Shareholders or the Stock Exchange and there are no other matters which shall be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

SUPERVISORS

Candidates for Independent Supervisors

Ms. Yao Wenying (姚文英), aged 52, has been an independent supervisor of the Company since May 2015. From September 1986 to July 1990, Ms. Yao studied at Northeast Forestry University where she obtained her Bachelor's degree in Finance and Accounting. From December 2004 to December 2007, she studied at Xinjiang University of Finance and Economics and received her Master's degree in Management with a major in Accounting. Ms. Yao held a teaching post in the School of Business Administration of Urumqi Vocational University from October 1990 to August 2004. She served as Head of Accounting Simulation Teaching and Research Centre and Head of Department of Finance and Economics. She was a teaching staff member in the Department of Finance in Xinjiang College of Finance and Economics (the predecessor of Xinjiang University of Finance and Economics) from September 2004 to August 2007. She has been teaching in the School of Accounting of Xinjiang University of Finance and Economics since September 2007. She was promoted to be Professor of Accounting in December 2010 and currently she is a tutor for PhD students in Xinjiang University of Finance and Economics. She has been serving as independent director of Xinjiang China Enterprise Hong Bang Conservation (Group) Co., Ltd.* (新疆中企 宏邦節水（集團）股份有限公司) from July 2012 to May 2018, as independent director of Xinjiang Xingwo Mechanical Technology Service Co., Ltd.* (新疆星沃機械技術服務股份有限公司) from November 2012 to June 2018, and as independent director of Xinjiang Xuefeng Sci-Tech (Group) Co., Ltd (Stock Code: 603227) since January 2015. Since February 2019, he has served as an independent director of Leon Technology Co., Ltd (Stock code: 300603). Since August 2019, he has served as an independent director of Nong 11 Shi Shengtian Investment Co., Ltd. (農十一師盛天投資公司).

If elected, Ms. Yao's remuneration will be RMB40,000 per annum (tax inclusive) in accordance with the service contract and will be subject to the approval by the Shareholders at the EGM, such Supervisor's remuneration is determined with reference to her remuneration in the past term, the prevailing market rate and the expansion of the scale of the Company.

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APPENDIX I PROFILES OF CANDIDATES OF DIRECTORS AND SUPERVISORS

Mr. Meng Guojun (孟國鈞), aged 62, has been an independent supervisor of the Company since October 2017. Mr. Meng studied at Xinjiang University from March 1978 to February 1982, majoring in physical geography and obtained Bachelor's degree in science. He completed the Master's degree program in political economics in Xinjiang University in April 2001, obtaining a certificate equivalent to postgraduate qualification. From July 1992 to May 2012, Mr. Meng was successively engaged in the management and research of Xinjiang Uyghur Autonomous Region in the aspects of regional economy, land and resources, environmental protection, energy conservation and emission reduction, circular economy, basic surveying and mapping and development of western region. He was engaged as the development specialist of Xinjiang Kanas National Geopark region and obtained the qualification of auditor for clean production of PRC Environmental Protection Agency in September 2007. From February 2000 to August 2005, Mr. Meng served as the deputy director of Region Division of Xinjiang Uygur Autonomous Region Development and Reform Commission. From August 2005 to May 2012, he served as the senior investigator of Region Division, Hightech Department, Environmental Information Division, Resources and Environment Division, Property Division, Western Development Division of Xinjiang Uygur Autonomous Region Development and Reform Commission. He retired in May 2012.

If elected, Mr. Meng's remuneration will be RMB40,000 per annum (tax inclusive) in accordance with the service contract and will be subject to the approval by the Shareholders at the EGM, such Supervisor's remuneration is determined with reference to his remuneration in the past term, the prevailing market rate and the expansion scale of the Company.

Candidate for Shareholders' Representative Supervisor

Ms. Chen Rong (陳蓉), aged 49, has been a shareholders' representative supervisor of the Company since June 2016. Ms. Chen graduated from Xinjiang University of Finance and Economics (新疆財經大學) in December 1991, majoring in accounting. From 1988 to February 2011, Ms. Chen held various positions at various institutions, including as an officer of Xinhua South Road Sub-branch, Banking Department of Xinjiang Uygur Autonomous Region Branch, China Construction Bank (中國建設銀行新疆區分行營業 部新華南路支行), as an auditor of Xinjiang XinxinHuatong Accounting Firm (新疆新新華通會計師事務 所), and as a tax adviser of Xinjiang Xinrui Tax Agent (新疆鑫瑞稅務師事務所). She is currently working as an officer at the supervision and auditing department of Zijin Mining Group Co., Ltd. (紫金礦業集團 股份有限公司) (Stock Code: 2899) where Ms. Chen successively worked as an officer, the deputy head and the head of the supervision and auditing department of Zijin Mining Northwest Company Limited, a subsidiary of Zijin Mining Group Co., Ltd., since she joined Zijin Mining Group Co., Ltd. in March 2011. Ms. Chen is now a domestic qualified accountant with the Accounting Certificate (Intermediate Level). She was awarded the professional designation of Certified Internal Auditor and a Certification in Risk Management Assurance from the Institute of Internal Auditors in the U.S.A. in November 2010 and in July 2012, respectively and was awarded the certificate for Certified Information Systems Auditor from the Information Systems Audit and Control Association in July 2020.

If elected, Ms. Chen will not receive any Supervisor's remuneration from the Company under her service contract.

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APPENDIX I PROFILES OF CANDIDATES OF DIRECTORS AND SUPERVISORS

Employee's representative Supervisors

Mr. Meng Guangzhi

Mr. Meng will not receive any Supervisor's remuneration from the Company under his service contract. The remuneration payable to Mr. Meng Guangzhi by the Company shall be determined in accordance with the remuneration standard and administrative measures of payment in respect of his working position.

Mr. Li Jiangping

Mr. Li will not receive any Supervisor's remuneration from the Company under his service contract. The remuneration payable to Mr. Li Jiangping by the Company shall be determined in accordance with the remuneration standard and administrative measures of payment in respect of his working position.

General

All the term of office of the above candidates for independent Supervisors, Shareholders' representative Supervisor and the employee's representative Supervisors will be three years commencing on 14 October 2020 and ending on 13 October 2023. If elected, the service contracts will be entered into by the Chairman (on behalf of the company) with all the elected Supervisors under the terms and conditions which the Board of the Company thinks fit.

As at the Latest Practicable Date and save as disclosed above, none of the above candidates for Supervisors have any interest in the shares of the Company within the meaning of Part XV of the SFO. They have not been subject to any public sanctions by statutory or regulatory authority.

Save as disclosed above, the above candidates for Supervisors have not held any directorships in any public listed companies in the past three years and do not have any relationship with any Directors, senior management, substantial or controlling Shareholders (as defined in the Listing Rules) of the Company. Save as disclosed above, there are no other matters concerning the proposed appointments of the above candidates as Supervisors of the Supervisory Committee that need to be brought to the attention of the Shareholders and 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.

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NOTICE OF THE EGM

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 EGM

NOTICE IS HEREBY GIVEN that the extraordinary general meeting ("EGM") of Xinjiang Xinxin Mining Industry Co., Ltd. (the "Company") will be held at 11:00 a.m. on Tuesday, 13 October 2020 at Conference Room, 3/F, Tower 1, Business Residence Community of Youse Mingyuan Science and Technology Park, No. 52, East 2nd Lane, Binhe Middle Road, Saybagh District, Urumqi, Xinjiang, the People's Republic of China (the "PRC") to consider and, if thought fit, to pass the following resolutions:

ORDINARY RESOLUTIONS

1. To consider and approve individually the election of the executive directors, non-executive directors and independent non-executive directors of the sixth session of the board of directors of the Company (the "Board"):

1. THAT the re-election of Mr. Liu Jun as an executive director of the Company be and is hereby approved, with effect from 14 October 2020 for a term of three years until 13 October 2023.
2. THAT the re-election of Mr. Qi Xinhui as an executive director of the Company be and is hereby approved, with effect from 14 October 2020 for a term of three years until 13 October 2023.
3. THAT the re-election of Mr. Zhang Guohua as a non-executive director of the Company be and is hereby approved, with effect from 14 October 2020 for a term of three years until 13 October 2023.
4. THAT the re-election of Mr. Guo Quan as a non-executive director of the Company be and is hereby approved, with effect from 14 October 2020 for a term of three years until 13 October 2023.

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NOTICE OF THE EGM

1. THAT the re-election of Mr. Zhou Chuanyou as a non-executive director of the Company be and is hereby approved, with effect from 14 October 2020 for a term of three years until 13 October 2023.
2. THAT the re-election of Mr. Hu Chengye as a non-executive director of the Company be and is hereby approved, with effect from 14 October 2020 for a term of three years until 13 October 2023.
3. THAT the re-election of Mr. Hu Benyuan as an independent non-executive director of the Company be and is hereby approved, with effect from 14 October 2020 for a term of three years until 13 October 2023.
4. THAT the election of Mr. Wang Qingming as an independent non-executive director of the Company be and is hereby approved, with effect from 14 October 2020 for a term of three years until 13 October 2023.
5. THAT the election of Mr. Lee Tao Wai as an independent non-executive director of the Company be and is hereby approved, with effect from 14 October 2020 for a term of three years until 13 October 2023.

2. To consider and approve individually the election of the independent Supervisors and Shareholders' representative Supervisor of the sixth session of the supervisory committee of the Company (the "Supervisory Committee"):

1. THAT the re-election of Ms. Yao Wenying as an independent Supervisor of the Company be and is hereby approved, with effect from 14 October 2020 for a term of three years until 13 October 2023.
2. THAT the re-election of Mr. Meng Guojun as an independent Supervisor of the Company be and is hereby approved, with effect from 14 October 2020 for a term of three years until 13 October 2023.
3. THAT the re-election of Ms. Chen Rong as a Shareholders' representative Supervisor of the Company be and is hereby approved, with effect from 14 October 2020 for a term of three years until 13 October 2023.

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NOTICE OF THE EGM

1. To consider and approve individually the remuneration of all the elected directors of the Board, in accordance with the service contracts:
2. 1. THAT there shall not be any director's remuneration payable by the Company to Mr. Liu Jun be and is hereby approved, the remuneration payable to Mr. Liu Jun by the Company shall be determined in accordance with the remuneration scale and payment procedures in respect of his working position.
   2. THAT there shall not be any director's remuneration payable by the Company to Mr. Qi Xinhui be and is hereby approved, the remuneration payable to Mr. Qi Xinhui by the Company shall be determined in accordance with the remuneration scale and payment procedures in respect of his working position.
   3. THAT there shall not be any director's remuneration payable by the Company to Mr. Zhang Guohua be and is hereby approved.
   4. THAT there shall not be any director's remuneration payable by the Company to Mr. Guo Quan be and is hereby approved.
   5. THAT there shall not be any director's remuneration paid by the Company to Mr. Zhou Chuanyou be and is hereby approved.
   6. THAT there shall not be any director's remuneration paid by the Company to Mr. Hu Chengye be and is hereby approved.
   7. THAT the director's remuneration payable by the Company to Mr. Hu Benyuan is RMB70,000 per annum (tax inclusive) and is hereby approved.
   8. THAT the director's remuneration payable by the Company to Mr. Wang Qingming is RMB70,000 per annum (tax inclusive) and is hereby approved.
   9. THAT the director's remuneration payable by the Company to Mr. Lee Tao Wai is HK$130,000 per annum (tax inclusive) and is hereby approved.
3. To consider and approve individually the remuneration of all the elected supervisors of the Supervisory Committee, in accordance with the service contracts:
4. 1. THAT there shall not be any supervisor's remuneration payable by the Company to Mr. Meng Guangzhi be and is hereby approved, the remuneration payable to Mr. Meng Guangzhi by the Company shall be determined in accordance with the remuneration scale and payment procedures in respect of his working position.

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NOTICE OF THE EGM

1. THAT there shall not be any supervisor's remuneration payable by the Company to Mr. Li Jiangping be and is hereby approved, the remuneration payable to Mr. Li Jiangping by the Company shall be determined in accordance with the remuneration scale and payment procedures in respect of his working position.
2. THAT there shall not be any supervisor's remuneration payable by the Company to Ms. Chen Rong be and is hereby approved.
3. THAT the supervisor's remuneration payable by the Company to Ms. Yao Wenying shall be RMB40,000 per annum (tax inclusive) be and is hereby approved.
4. THAT the supervisor's remuneration payable by the Company to Mr. Meng Guojun shall be RMB40,000 per annum (tax inclusive) be and is hereby approved.

5. To consider and approve the authorisation to the Board, for the Chairman to sign the service contracts with all elected directors or supervisors upon such terms and conditions as the Board thinks fit, and to do such acts to effect such matters.

By order of the Board

Zhang Junjie, Lam Cheuk Fai

Joint Company Secretaries

Xinjiang, the PRC

28 August 2020

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NOTICE OF THE EGM

Notes:

1. Closure of register of members and eligibility for attending the EGM
   The register of members of the Company will be closed from Monday, 14 September 2020 to Tuesday, 13 October 2020 (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 Friday, 11 September 2020. Shareholders of the Company whose names appear on the register of members of the Company at the opening of business on Tuesday, 13 October 2020 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 Wednesday, 23 September 2020. 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. However, the failure to return the notice of attendance may result in an adjournment of the EGM, if the number of shares carrying the right to vote represented by the shareholders of the Company proposing to attend the EGM by the notice of attendance does not reach more than half of the total number of shares of the Company carrying the right to vote at 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.
   Shareholders or their proxies are required to produce their identification documents when attending the EGM.
4. Others
   The EGM is expected to last for approximately 2 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. Liu Jun and Mr. Qi Xinhui; the non-executive directors of the Company are Mr. Zhang Guohua, Mr. Zhou Chuanyou, Mr. Guo Quan and Mr. Hu Chengye; and the independent non-executive directors of the Company are Mr. Hu Benyuan, Mr. Wang Lijin and Mr. Wong Yi Chung John.

• For identification purposes only

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