Xinjiang Xinxin Mining Industry : ANNOUNCEMENT - DISCLOSEABLE TRANSACTION IN RELATION TO THE PROVISION OF GUARANTEE

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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)

ANNOUNCEMENT

DISCLOSEABLE TRANSACTION

IN RELATION TO THE PROVISION OF GUARANTEE

PROVISION OF GUARANTEE

On 17 December 2019, the Company, as a guarantor, entered into the Guarantee Agreement in favour of the Bank, pursuant to which the Company agreed to provide guarantee, in proportion to its equity holding in Hami Hexin (a joint venture owned as to 50% equity interests by each of the Company and Qinghai Precious Metal), for the due performance of the repayment obligations of Hami Hexin to the Bank up to RMB13.5 million in respect of the Loan in the amount of RMB27 million granted by the Bank. The Loan will be utilised for daily business operation and supplementing the working capital of Hami Hexin.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the Bank and its ultimate beneficial owner(s) are third parties independent of the Company and its connected persons.

LISTING RULES IMPLICATIONS

As one of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect to the provision of the Guarantee, together with the amount of guarantees provided by the Company to the Creditors of Hami Hexin within 12 months from the date of the Guarantee Agreement, are in aggregate more than 5% but less than 25% and all other applicable percentage ratios are less than 5%, it constitutes a discloseable transaction for the Company and is subject to the reporting and announcement requirements but exempt from the Shareholders' approval requirement under Chapter 14 of the Listing Rules.

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PROVISION OF GUARANTEE

On 17 December 2019, the Company, as a guarantor, entered into the Guarantee Agreement in favour of the Bank, pursuant to which the Company agreed to provide guarantee, in proportion to its equity holding in Hami Hexin (a joint venture owned as to 50% equity interests by each of the Company and Qinghai Precious Metal), for the due performance of the repayment obligations of Hami Hexin to the Bank up to RMB13.5 million in respect of the Loan in the amount of RMB27 million granted by the Bank. The Loan will be utilised for daily business operation and supplementing the working capital of Hami Hexin.

Principal terms of the Guarantee Agreement

Date:	17 December 2019
Parties:	(1)	the Company; and
	(2)	the Bank.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the Bank and its ultimate beneficial owner(s) are third parties independent of the Company and its connected persons.

Scope of Guarantee:	the Loan principal amount of RMB13.5 million and
	the interest (including compound interest and penalty
	interest), liquidated damages, damages, other expenses
	that shall be payable by Hami Hexin to the Bank
	(including but not limited to the relevant handling fee,
	telecommunication fee, miscellaneous fee and related
	bank charges that the beneficiaries outside the PRC
	refuse to bear, etc.) and the expense incurred by the
	Bank from realization of debt and guarantee rights
	(including but not limited to litigation cost, arbitration
	costs, property security fees, travel expenses, execution
	fees, valuation fees, auction fees, notary fees, delivery
	charges, announcement fees, legal fees, etc.)
Term of the Guarantee:	commencing from the effective date of the Guarantee
	Agreement and ending on the date of three years after
	the expiry of the repayment obligation of the debts
	under the Loan Agreement
Method of the Guarantee:	joint and several liability

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EFFECTIVE DATE OF THE GUARANTEE AGREEMENT

The Guarantee Agreement becomes effective when it is duly signed by both parties or the parties' company seals have been duly affixed thereon.

REASONS AND BENEFITS OF THE PROVISION OF GUARANTEE

As the Loan granted to Hami Hexin by the Bank is RMB27 million, the Guarantee provided by the Company, being RMB13.5 million, is in proportion to its equity interest in Hami Hexin. The other joint venture partner, Qinghai Precious Metal, has also agreed to provide guarantee for the repayment obligation of Hami Hexin to the Bank under the same terms and conditions.

The Directors consider that the provision of the Guarantee can facilitate Hami Hexin meeting its financial needs in fulfilling the working capital requirement for the mining of mineral resources in the Hami Tularergen area, Xinjiang ( 新 疆 哈 密 圖 拉 爾 根 銅 鎳 礦), which is expected to provide the Company with abundant nickel and copper raw materials for its production of major products and thereby benefiting the Company in the development of its principal business, and in line with its business strategy and overall interest.

The Directors (including the independent non-executive Directors) are of the view that the terms of the Guarantee Agreement are on normal commercial terms, are fair and reasonable and in the interests of the Company and its Shareholders as a whole.

INFORMATION RELATING TO THE COMPANY, THE BANK AND HAMI HEXIN

Information relating to the Company

The Company is principally engaged in the mining, ore processing, smelting and refining of nickel, copper and other non-ferrous metals, which include cobalt and precious metals such as gold, silver, platinum and palladium.

Information relating to Hami Hexin

Hami Hexin is a company established in the PRC and is a joint venture of the Company and Qinghai Precious Metal. Each of the Company and Qinghai Precious Metal holds 50% equity interest in Hami Hexin. Hami Hexin is currently engaging in the development and production of the mineral resources in the Hami Tulaergen area, Xinjiang. Hami Hexin is not a connected person of the Company.

Information relating to the Bank

The Bank is a financial institution established in the PRC.

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LISTING RULES IMPLICATIONS

As one of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) in respect to the provision of the Guarantee under the Guarantee Agreement, together with the amount of guarantees provided by the Company to the Creditors of Hami Hexin within 12 months from the date of the Guarantee Agreement, are in aggregate more than 5% but less than 25% and all other applicable percentage ratios are less than 5%, it constitutes a discloseable transaction for the Company and is subject to the reporting and announcement requirements but exempt from the Shareholders' approval requirement under Chapter 14 of the Listing Rules.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:

"Bank"	Urumqi Mingyuan Sub-branch of China Construction
	Bank Co., Ltd.* ( 中 國 建 設 銀 行 股 份 有 限 公 司 烏
	魯 木 齊 明 園 支 行), a financial institution established in
	the PRC
"Board"	the board of Directors
"Company"	Xinjiang Xinxin Mining Industry Co., Ltd.* ( 新 疆 新
	鑫 礦 業 股 份 有 限 公 司), joint stock limited company
	incorporated in the PRC with limited liability, the H
	Shares of which are listed on the Stock Exchange
"Creditors"	the Bank, Urumqi Branch of China CITIC Bank
	Corporation Limited* ( 中 信 銀 行 股 份 有 限 公 司 烏
	魯 木 齊 分 行), Xinjiang District Branch of Bank of
	Communications Co., Ltd.* ( 交 通 銀 行 股 份 有 限 公
	司 新 疆 區 分 行), Urumqi Branch of Industrial Bank
	Co., Ltd.* ( 興 業 銀 行 股 份 有 限 公 司 烏 魯 木 齊 分
	行) and Hami City Commercial Bank Co., Ltd.* ( 哈 密
	市 商 業 銀 行 股 份 有 限 公 司)
"Directors"	directors of the Company
"Guarantee"	guarantee provided by the Company under the
	Guarantee Agreement
"Guarantee Agreement"	the guarantee agreement dated 17 December 2019
	entered into between the Company and the Bank,
	pursuant to which the Company agrees to guarantee the
	repayment obligations of Hami Hexin to the Bank up to
	RMB13.5 million in respective of the Loan

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"Hami Hexin"	Hami Hexin Mining Company Limited* ( 哈 密 和 鑫 礦
	業 有 限 公 司), a limited liability company established
	in the PRC on 26 October 2006, which is held as to 50%
	by each of the Company and Qinghai Precious Metal
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange
"Loan"	loan facility in the aggregate principal amount of
	RMB27 million granted by the Bank to Hami Hexin
	under the Loan Agreement
"Loan Agreement"	the loan agreement dated 17 December 2019 entered
	into between the Bank and Hami Hexin in respect of the
	grant of the Loan by the Bank to Hami Hexin
"PRC"	the People's Republic of China (for the purpose of this
	Announcement, excluding Hong Kong, Taiwan and the
	Macau Special Administrative Region of the PRC)
"Qinghai Precious Metal"	Qinghai Western Precious Metal Company Limited*
	( 青 海 西 部 稀 貴 金 屬 有 限 公 司), a company
	incorporated in the PRC with limited liability
"Shareholders"	shareholders of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"%"	per cent
	By order of the Board
	Xinjiang Xinxin Mining Industry Co., Ltd.*
	Zhang Junjie, Lam Cheuk Fai
	Joint Company Secretaries

Xinjiang, the PRC, 17 December 2019

As at the date of this announcement, the executive Directors are Mr. Guo Quan and Mr. Liu Jun; the non-executive Directors are Mr. Zhang Guohua, Mr. Zhou Chuanyou and Mr. Hu Chengye; and the independent non-executive Directors are Mr. Hu Benyuan, Mr. Wang Lijin and Mr. Wong Yik Chung John.

• For identification purpose only

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