Xingfa Aluminium : GRANT OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Xingfa Aluminium Holdings Limited ("Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser, the 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.

XINGFA ALUMINIUM HOLDINGS LIMITED

興 發 鋁 業 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 98)

GRANT OF GENERAL MANDATES TO ISSUE AND

REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at No. 5, Zone D, Central Science and Technology Industrial Park, Sanshui District, Foshan City, Guangdong Province, the PRC at 2:00 p.m. on Thursday, 30 May 2019 ("Annual General Meeting") is set out on pages 17 to 22 of this circular. If you do not intend to attend and vote at the Annual General Meeting in person, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong by 2:00 p.m. on Tuesday, 28 May 2019 or not less than 48 hours before the time appointed for holding any adjourned meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.

29 April 2019

		CONTENTS
			Page
Definitions . . .	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General mandates to issue and repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . .			4
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			5
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			5
Closure of register of members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			7
Appendix I	-	Explanatory statement on the Repurchase Mandate . . . . . . . . . . . . . .	8
Appendix II	-	Details of retiring Directors proposed for re-election . . . . . . . . . . . . .	12
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			17

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DEFINITIONS

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

"Annual General Meeting"the annual general meeting of the Company convened to be held at No. 5, Zone D, Central Science and Technology Industrial Park, Sanshui District, Foshan City, Guangdong Province, the PRC at 2:00 p.m. on Thursday, 30 May 2019, the notice of which is set out on pages 17 to 22 of this circular and any adjournment thereof

"Articles"

"Board"

"Companies Law"

"Company"

the articles of association of the Company, as amended from time to time

the board of Directors

the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands

Xingfa Aluminium Holdings Limited, a company incorporated in the Cayman Islands on 13 September 2007 under the Companies Law with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange

"Directors"

"Extension Mandate"

directors of the Company

a general and unconditional mandate proposed to be granted to the Directors to the effect that any Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the General Mandate

"General Mandate"	a general and unconditional mandate proposed to be granted
	to the Directors to exercise all powers of the Company to
	allot, issue or otherwise deal with Shares up to a maximum
	of 20% of the number of issued Shares as at the date of
	passing the relevant resolution as set out in resolution
	numbered 5(A) in the notice convening the Annual General
	Meeting

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DEFINITIONS

"Group"

"Hong Kong"

"Latest Practicable Date"

"Listing Rules"

"PRC"

"Repurchase Mandate"

"SFO"

"Share(s)"

"Share Option Scheme" "Shareholder(s)" "Stock Exchange" "Takeovers Code" "HK$"

"%"

the Company and its subsidiaries

the Hong Kong Special Administrative Region of the PRC

23 April 2019, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

the Rules Governing the Listing of Securities on the Stock Exchange

the People's Republic of China

a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to repurchase Shares which shall not exceed 10% of the number of issued Shares as at the date of passing the relevant resolution as set out in resolution numbered 5(B) in the notice convening the Annual General Meeting

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

ordinary share(s) of HK$0.01 each in the share capital of the Company

the share option scheme of the Company

holder(s) for the time being of the Share(s)

The Stock Exchange of Hong Kong Limited

the Code on Takeovers and Mergers of Hong Kong

Hong Kong dollars, the lawful currency of Hong Kong

per cent.

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LETTER FROM THE BOARD

XINGFA ALUMINIUM HOLDINGS LIMITED

興 發 鋁 業 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 98)
Executive Directors:	Registered office:
Mr. LIU Libin (Chairman)	Cricket Square
Mr. LIAO Yuqing (Chief Executive Officer)	Hutchins Drive
Ms. ZHANG Li (Chief Financial Officer)	P.O. Box 2681
Mr. LAW Yung Koon	Grand Cayman KY1-1111
Mr. WANG Zhihua	Cayman Islands
Mr. LUO Jianfeng	Principal place of
Non-executive Directors:	business in Hong Kong:
Mr. ZUO Manlun	Unit 605, 6/F
Ms. XIE Jingyun	Wing On Plaza
Independent non-executive Directors:	62 Mody Road
	Tsim Sha Tsui East
Mr. CHEN Mo
	Kowloon
Mr. HO Kwan Yiu
	Hong Kong
Mr. LAM Ying Hung, Andy
Mr. LIANG Shibin
	29 April 2019
To the Shareholders
Dear Sir or Madam,

GRANT OF GENERAL MANDATES TO ISSUE AND

REPURCHASE SHARES

AND

RE-ELECTION OF DIRECTORS

INTRODUCTION

The purposes of this circular are to provide you with information regarding the resolutions to be proposed at the Annual General Meeting and to give you notice of the Annual General Meeting. At the Annual General Meeting, resolutions relating to, among other matters, (i) the grant of the General Mandate, the Repurchase Mandate and the Extension Mandate and (ii) the re-election of Directors will be proposed.

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