Xinjiang Xinxin Mining Industry : REPORT OF THE DIRECTORS FOR THE YEAR OF 2020; REPORT OF THE SUPERVISORS FOR THE YEAR OF 2020; FINANCIAL STATEMENTS FOR THE YEAR OF 2020; APPOINTMENT OF EXECUTIVE DIRECTOR; APPOINTMENT OF SUPERVISOR; PROPOSED ADOPTION OF H SHARE APPRECIATION RIGHTS INCENTIVE PLAN AND NOTICE OF 2020 ANNUAL GENERAL MEETING

THE CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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 parts of the contents of this circular.

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a 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 Xinjiang Xinxin Mining Industry Co., Ltd., you should at once hand this circular and the accompanying proxy form 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.

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)

REPORT OF THE DIRECTORS FOR THE YEAR OF 2020 REPORT OF THE SUPERVISORS FOR THE YEAR OF 2020 FINANCIAL STATEMENTS FOR THE YEAR OF 2020 APPOINTMENT OF EXECUTIVE DIRECTOR APPOINTMENT OF SUPERVISOR

PROPOSED ADOPTION OF

H SHARE APPRECIATION RIGHTS INCENTIVE PLAN AND

NOTICE OF 2020 ANNUAL GENERAL MEETING

A notice convening the AGM to be held at 11:00 a.m. on Friday, 11 June 2021 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 is set out in this circular.

Every Shareholder who has the right to attend and vote at the AGM 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 AGM. 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 AGM. 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. The return of a form of proxy will not preclude a Shareholder from attending in person and voting at the AGM if he so wishes. If more than one proxy is appointed, such proxies shall only be entitled to vote by poll. Shareholders or their proxies are required to produce their identification documents when attending the AGM.

26 April 2021

• For identification purposes only

CONTENTS
	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Appendix I - Business of the 2020 Annual General Meeting . . . . . . . . . . . . . . . . . . . . . .	4
Appendix II - Profile of Candidate of Executive Director . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix III- Profile of Candidate of Supervisor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix IV - Proposed Adoption of H Share
Share Appreciation Rights Incentive Plan. . . . . . . . . . . . . . . . . . . . . . . . .	10
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	21

- i -

DEFINITIONS

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

"AGM"	the 2020 annual general meeting of the Company to be held at
	11 a.m. on Friday, 11 June 2021 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
"AGM Notice"	the notice of the AGM
"Board"	the board of Directors of the Company
"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
	with limited liability, 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
"Grant"	grant of Share Appreciation Rights to the Participants pursuant to
	the Plan
"Grantees"	person(s) who is (are) proposed to be granted the Share
	Appreciation Rights pursuant to the Plan
"Grant Date"	the date of grant of Share Appreciation Rights to the Participants
	pursuant to the Plan
"Group"	the Company and its subsidiaries
"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
"Hong Kong"	the Hong Kong Special Administrative Region of the People's
	Republic of China

- ii -

	DEFINITIONS
"Latest Practicable Date"	Tuesday, 20 April 2021
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Participant(s)"	person(s) who is/(are) eligible to receive the Share Appreciation
	Rights pursuant to the Plan
"Plan"	the H share appreciation rights incentive plan of the Company
"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 PRC
"SASAC"	State-owned Assets Supervision and Administration Commission
	of Xinjiang Uyghur Autonomous Region
"SFO"	Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
"Share(s)"	ordinary share(s) with a 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
	as from time to time
"Share Appreciation Right(s)"	the H share appreciation right(s) under the Plan, entitling a
	Grantee to obtain a virtual right to enjoy the gains from the
	appreciation of the H shares without actually trading the shares
	of the Company, for each Share Appreciation Right, a Grantee
	has the right to receive cash payments for the difference between
	the closing price at the exercise date over the exercise price per H
	share of the Company, subject to the satisfaction of the exercise
	conditions and the exercise arrangement

- iii -

DEFINITIONS

"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"%"	per cent

• For identification purposes only

- iv -

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 Director:	Statutory address and principal
Mr. Qi Xinhui	place of business in the PRC:
	7/F Youse Building
Non-executive Directors:	No. 4 You Hao North Road
Mr. Zhang Guohua	Urumqi, Xinjiang
Mr. Zhou Chuanyou
Mr. Guo Quan	Registered office in Hong Kong:
Mr. Hu Chengye	9/F The Center
	99 Queen's Road Central
Independent Non-executive Directors:	Central, Hong Kong
Mr. Hu Benyuan
Mr. Wang Qingming
Mr. Lee Tao Wai
	26 April 2021
To the Shareholders
Dear Sir or Madam,

REPORT OF THE DIRECTORS FOR THE YEAR OF 2020 REPORT OF THE SUPERVISORS FOR THE YEAR OF 2020 FINANCIAL STATEMENTS FOR THE YEAR OF 2020 APPOINTMENT OF EXECUTIVE DIRECTOR APPOINTMENT OF SUPERVISOR

PROPOSED ADOPTION OF

H SHARE APPRECIATION RIGHTS INCENTIVE PLAN AND

NOTICE OF 2020 ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with the notice of the AGM and the information on certain proposed resolutions to be considered at the AGM to enable you to make an informed decision on whether to vote for or against those resolutions at the AGM.

- 1 -

LETTER FROM THE BOARD

1. BUSINESS TO BE CONSIDERED AT THE AGM
   Ordinary resolutions and special resolutions to be proposed at the AGM for the Shareholders to consider and approve are set out on pages 21 to 24 of this circular.
   Business to be transacted at the AGM are set out in further details on pages 4 to 20 of this circular. In order to enable you to have a better understanding of the resolutions at the AGM and to make well-informed decisions, we have provided detailed information in respect of the business for the AGM in Appendix I to this circular.
2. AGM
   The AGM Notice is set out on pages 21 to 24 of this circular. Every Shareholder who has the right to attend and vote at the AGM 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 AGM.
   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 AGM. 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 from attending in person and voting at the AGM if he so wishes.
   If more than one proxy is appointed, such proxies shall only be entitled to vote by poll. Shareholders or their proxies are required to produce their identification documents when attending the AGM.
3. VOTING BY POLL
   Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the AGM will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

- 2 -

LETTER FROM THE BOARD

1. RECOMMENDATION
   The Board considers that all resolutions proposed for consideration and approval by the Shareholders at the AGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of all the proposed resolutions at the AGM as set out in the AGM Notice.
2. RESPONSIBILITY STATEMENT
   This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive and there are no other matters the omission of which would make any statement herein or this circular misleading.

Yours faithfully,

By Order of the Board

Xinjiang Xinxin Mining Industry Co., Ltd.*

Li Zhenzhen, Lam Cheuk Fai

Joint Company Secretaries

• For identification purposes only

- 3 -

APPENDIX I BUSINESS OF THE 2020 ANNUAL GENERAL MEETING

TO CONSIDER AND APPROVE THE RECOMMENDATION BY THE BOARD THAT NO FINAL DIVIDEND SHALL BE MADE FOR THE YEAR ENDED 31 DECEMBER 2020

In view of the fact that there are no profits distributable to the Shareholders for final dividend as of 31 December 2020, the Board recommended that no final dividend shall be made for the year ended 31 December 2020.

TO CONSIDER AND APPROVE THE APPOINTMENT OF MR. YU WENJIANG AS AN EXECUTIVE DIRECTOR

Reference is made to the announcements of the Company dated 26 March 2021, 30 March 2021 and 8 April 2021 in respect of, among other things, the appointment of Mr. Yu Wenjiang ("Mr. Yu") as an executive Director.

The biographical details of Mr. Yu are set out in Appendix II to this circular.

The appointment of Mr. Yu as an executive Director has been reviewed by the nomination committee of the Company which made recommendation to the Board that the appointment be proposed for Shareholders' approval at the forthcoming AGM.

The term of office of Mr. Yu, if appointed, will commence from the date of the approval of his appointment at the AGM, i.e. 11 June 2021, to the date of the expiration of the term of the current session of the Board, i.e. 13 October 2023.

If elected at the forthcoming AGM, Mr. Yu will not receive additional director's fee for his role as an executive Director. Mr. Yu will receive his remuneration (including salaries, bonuses and other benefits) for all his offices and services within the Group. Mr. Yu's remuneration shall consist of three components, being the basic salary of RMB20,000 per month as the secretary of the Party Committee and the deputy general manager of the Company, pension of approximately RMB2,754 per month and the discretionary bonuses depending on his individual contributions and the business performance of the Group.

In determining the remuneration package of Mr. Yu, the Company will consider (i) the business needs of the Company and/or its subsidiaries; (ii) the general economic situation; (iii) changes in human resources market and the remuneration scale for similar positions; (iv) their individual contributions to the Company's financial, business, operation results based on their performance appraisal process; and (v) any retention consideration and the business potential of Mr. Yu.

- 4 -

APPENDIX I BUSINESS OF THE 2020 ANNUAL GENERAL MEETING

TO CONSIDER AND APPROVE THE APPOINTMENT OF MR. ZHONG RUBIAO AS THE SHAREHOLDERS' REPRESENTATIVE SUPERVISOR

Reference is made to the announcement of the Company dated 1 April 2021 in respect of the resignation of Ms. Chen Rong as the shareholders' representative supervisor of the sixth session of the supervisory committee of the Company (the "Supervisory Committee") with effect from 11 June 2021.

Following Ms. Chen Rong's resignation, the Supervisory Committee has approved to make recommendation that the appointment of Mr. Zhong Rubiao ("Mr. Zhong") as the shareholders' representative supervisor of the sixth session of the Supervisory Committee be proposed for Shareholders' approval at the forthcoming AGM.

The biographical details of Mr. Zhong are set out in Appendix III to this circular.

The term of office of Mr. Zhong, if appointed, will commence from the date of the approval of his appointment at the AGM, i.e. 11 June 2021, to the date of the expiration of the term of the current session of the Supervisory Committee, i.e. 13 October 2023.

If elected, Mr. Zhong will not receive supervisors' fee for his role as the shareholders' representative supervisor of the Company. As Mr. Zhong does not hold any position in the Group, Mr. Zhong will not receive any remuneration from the Group.

TO CONSIDER AND APPROVE THE H SHARE APPRECIATION RIGHTS INCENTIVE PLAN

Reference is made to the announcement of the Company dated 26 March 2021 in respect of the proposed adoption of the Plan.

As at the Latest Practicable Date, the Plan has yet to be approved by the SASAC and may be subject to certain amendments as requited by the SASAC and/or regulatory authorities in Hong Kong. The Company will hold a general meeting of the Shareholders to approve the Plan after the approval of the SASAC to the Plan has been granted. As it is currently anticipated that the SASAC's approval may be granted before the date of the AGM, the Company will propose a special resolution to the Shareholders at the AGM to consider and, if thought fit, approve the adoption of the Plan, a summary of which is set out in Appendix III to this circular.

The Plan shall be subject to the approval of the SASAC and the AGM as well as the satisfaction of the grant conditions. The Plan does not involve the granting of any options in relation to new shares or other new securities in relation to the Company or any of its subsidiaries, and therefore are not required to comply with the requirements of Chapter 17 of the Listing Rules.

- 5 -

APPENDIX I BUSINESS OF THE 2020 ANNUAL GENERAL MEETING

The Plan is drafted in Chinese and therefore, the English version is unofficial translation and is for reference only. In case of any discrepancy between the Chinese and the English versions, the Chinese version shall prevail.

Reasons for the adoption of the Plan

In order to establish and improve a sound incentive and constraint mechanism, and effectively stimulate the management and core team, the Company formulated the Plan in accordance with the "Working Guidelines for the Implementation of Equity Incentive by Listed Companies Controlled by Central Enterprises" 《( 中央企業控股上市公司實施股權激勵工作指引》(Guo Zi Kao Fen [2020] No. 178) of the SASAC, Listing Rules and other relevant laws and regulations.

The Company expects to:

1. form a mechanism for benefit and risk sharing among Shareholders, the Company and employees;
2. fully mobilise the enthusiasm of senior management and core personnels of the Company; and
3. attract and retain excellent management and business personnel to ensure the long-term development of the Company.

The Board believes that the proposed terms and conditions of the Plan are fair and reasonable and are in the interests of the Company and Shareholders as a whole.

General information

No Grantees will practically own the shares or have any rights relating to share ownership such as voting right, allotment and dividend rights. Grantees shall not, without approval, dispose of Share Appreciation Rights, including but not limited to transfer, sale, exchange, mortgage, guarantee, and repayment of debts etc. Grantees shall refrain from any act that may damage the interests of the Company, including gross misconduct, major decision-making errors leading to material losses of the Company, and violations of the aforesaid restrictions on the disposal of Share Appreciation Rights; the Grantees will not be entitled to Share Appreciation Rights and gains thereon in whole or in part upon the occurrence of such acts, and the gains on Share Appreciation Rights obtained during this period shall be recoverable by the Company.

Pursuant to the Plan, each Share Appreciation Right is related to a H share, and Share Appreciation Rights will be settled in cash, and thus there will be no influence on the total number of issued shares or dilution effect on shares. Since the Plan does not involve the grant of options in relation to new shares or other new securities of the Company or any of its subsidiaries, it is not subject to requirements of Chapter 17 of the Listing Rules.

- 6 -

APPENDIX I BUSINESS OF THE 2020 ANNUAL GENERAL MEETING

For the purpose of carrying out specific matters relating to the Plan, the Board recommends the Shareholders to:

1. authorise the Board to grant the Share Appreciation Rights to the Participants when conditions are met in accordance with the Plan and the relevant laws and regulations;
2. authorise the Board to adjust the number of the Share Appreciation Rights and exercise price in accordance with the methods stipulated in the Plan in the event of conversion of equity structure of the Company as described in the Plan;
3. authorise the Board to amend the Plan and decide any matters relating to the Plan during the effective term;
4. authorise the Board to handle formalities with relevant authorities in relation to the Plan, such as review, registration, filings, approval and consent;
5. authorise the Board to sign, execute, amend and complete documents submitted to relevant authorities, organisations and individuals; and
6. authorise the Board to carry out all other actions and do all other things necessary, appropriate or expedient in relation to the Plan.

- 7 -

APPENDIX II PROFILE OF CANDIDATE OF EXECUTIVE DIRECTOR

Profile of Mr. Yu Wenjiang

Mr. Yu Wenjiang (于文江), aged 56, has served as the secretary to the Party Committee of the Company since December 2020 and the deputy general manager of the Company since 6 January 2021. Mr. Yu studied in Keketuohai Technical College (可可托海技工學校) from 1980 to 1982, majoring in mining, and studied in North China University of Technology (北方工業大學) from 1994 to 1997, majoring in economics and trading. Mr. Yu served as a mining technician in the second mine of Xinjiang Keketuohai Mine Bureau (新 疆可可托海礦務局) from 1982 to 1985, successively served as a mining technician, chief of workshop, head of labours, manager of sales department, chief of operating management department, head and vice mining head of refractory material plant in Hatu Gold Mine* (哈圖金礦) of Xinjiang Non-ferrous from 1985 to May 2012, served as the general manager of The Western Gold Hami Gold Mine Co., Ltd. (西部黃金哈密金礦有 限責任公司), a wholly-owned subsidiary of Western Gold Co., Ltd. (西部黃金股份有限公司) (Stock Code: 601069) from June 2012 to March 2016, served as the general manager of Western Gold Karamay Hatu Gold Mine Co., Ltd.* (西部黃金克拉瑪依哈圖金礦有限責任公司), a wholly-owned subsidiary of Western Gold Co., Ltd. (Stock Code: 601069) from March 2016 to March 2017. Mr. Yu also served as the deputy secretary to the Party Committee and the secretary to the Disciplinary Committee of the Company from April 2017 to May 2019 and an employee's representative supervisor and the chairman of the Supervisory Committee of the Company from October 2017 to October 2020. Mr. Yu served as the secretary to the Party Committee and the chairman of Xinjiang Wuxin Copper Co., Ltd. from June 2019 to November 2020.

As at the Latest Practicable Date, Mr. Yu does not have any interest in the shares of the Company within the meaning of Part XV of the SFO. He has not been subject to any public sanctions by statutory or regulatory authority.

Save as disclosed above, Mr. Yu has not held any directorship in any other public listed company in the past three years and does not have any other relationship with any Director, senior management, substantial or controlling shareholder (as defined in the Listing Rules) of the Company. Save as disclosed above, there are no other matters concerning the appointment of Mr. Yu that need to be brought to the attention of the shareholders of the Company or 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.

- 8 -

APPENDIX III	PROFILE OF CANDIDATE OF SUPERVISOR

Profile of Mr. Zhong Rubiao

Mr. Zhong Rubiao (鍾如標), aged 41, studied in Minzu University of China from September 1998 to July 2002, majoring in taxation, and studied in Jilin University from May 2014 to December 2018, obtaining a master's degree in Engineering Management. Mr. Zhong served as the project investment specialist of Xiamen Software Industry Investment Development Co., Ltd. (廈門軟件產業投資發展有限公司) from July 2002 to May 2003. He served as the financial director of Wuxi project of Lonking Holdings Limited (中國龍工控股有限公司) from June 2003 to September 2005. He joined Zijin Mining Group Company Limited (紫金礦業集團股份有限公司), a company listed on The Stock Exchange of Hong Kong Limited (stock code: 2899) and the Shanghai Stock Exchange (stock code: 601899) in October 2005. He served successively as the accountant of planning and finance department, deputy department head of the human resources department and department head of Guizhou Zijin Mining Group Company Limited (貴州紫 金礦業股份有限公司) from October 2005 to October 2009. He served as the principal staff member of the Zijin Mining Group Company Limited from November 2009 to September 2010. Mr. Zhong served as the deputy manager for the human resources department, manager and chief managerial assistant of Zijin Mining Group Northwestern Company Limited (紫金礦業集團西北有限公司) from October 2010 to February 2015, and served as the chairman of the supervisory committee for Xinjiang Heaven Dragon Mining Co., Ltd. (新疆天龍礦業股份有限公司) since March 2015.

As at the Latest Practicable Date, Mr. Zhong does not hold any positions in the Group and does not have any interest in the shares of the Company within the meaning of Part XV of the SFO. He has not been subject to any public sanctions by statutory or regulatory authority.

Save as disclosed above, Mr. Zhong has not held any directorship in any other public listed company in the past three years and does not have any other relationship with any Director, senior management, substantial or controlling shareholder (as defined in the Listing Rules) of the Company. Save as disclosed above, there are no other matters concerning the appointment of Mr. Zhong that need to be brought to the attention of the shareholders of the Company or 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.

- 9 -

APPENDIX IV	PROPOSED ADOPTION OF H SHARE
	APPRECIATION RIGHTS INCENTIVE PLAN

A summary of the Plan is set out as follows:

PROPOSED ADOPTION OF THE PLAN

Incentive instrument:	The Plan uses Share Appreciation Rights as an incentive
	instrument. Subject to the satisfaction of the exercise conditions
	and the exercise arrangement, for each Share Appreciation Right,
	the Grantees have the right to receive cash payments for the
	difference between the closing price at the exercise date of the
	Share Appreciation Rights over the exercise price per H Share of
	the Company. No Grantees will practically own the shares or have
	rights relating to share ownership such as voting right, allotment
	and dividend rights. The Share Appreciation Rights shall not be
	transferred or used for securing or repaying debts, etc.

Conditions for the entry into force of the Plan:

The entry into force of the Plan is subject to the fulfillment of the following conditions: (1) review and approval by the SASAC; and (2) review and approval by the general meeting of the Shareholders.

Effective term:	Unless early termination according to the provisions of the Plan,
	the Plan is valid for a term of ten (10) years commencing from the
	date of approval in the general meeting of the Shareholders.
Participants:	Participants include the senior management of the Company and
	other core personnel identified by the Company, excluding (1)
	those who have not worked in the Company or its subsidiaries or
	are not part of the Company or its subsidiaries; (2) independent
	non-executive Directors and supervisors of the Company; (3) any
	shareholder or de facto controller who individually or jointly holds
	more than 5% shares of the Company and his/her spouse, parents
	and children; and (4) those prohibited from being Participants as
	stipulated by the SASAC.
Number of Share	The total number of underlying shares in relation to the Share
Appreciation Rights	Appreciation Rights to be granted during the term of the Plan shall
to be granted:	not exceed 66,000,000 shares, representing approximately 2.99%
	of the total issued share capital of the Company as at the date of
	this circular.

- 10 -

APPENDIX IV		PROPOSED ADOPTION OF H SHARE
		APPRECIATION RIGHTS INCENTIVE PLAN
The Grant Date:	The Grant Date of the Plan shall be determined by the Board
	in accordance with the provisions of the Plan after review and
	approval of the Plan by the SASAC and the general meeting of
	the Shareholders and subject to the satisfaction of the conditions
	of the Grant pursuant to the Plan. The Grant Date shall be a
	trading day. The Share Appreciation Rights shall not be granted
	particularly within one month before the following dates: (1) the
	date of the Board meeting for the approval of the annual, interim
	or quarterly results of the Company; and (2) the deadline by which
	the Company publishes its annual, interim or quarterly results
	announcement pursuant to the Listing Rules.
	Such limitation ends on the date of the publication of the results
	announcement of the Company. The restricted grant period will
	include the period of delay in the publication of the results of the
	Company.
Conditions for the grant	The Company may grant the Share Appreciation Rights to the
of Share Appreciation Rights:	Participants upon satisfaction of the following conditions by the
	Company and the Participants:
	None of the following events occur to the Company:
	(1)	issuance of an adverse opinion or a disclaimer of opinion
		by a certified public accountant on financial and accounting
		reports for the most recent accounting year;
	(2)	administrative punishment by regulatory authorities due to
		major non-compliance of laws and regulations during the
		most recent year; and
	(3)	such other circumstances in which the Plan shall not be
		implemented, as determined by the Stock Exchange.
	None of the following events occur to a Participant:
	(1)	being publicly denounced, or declared as an unqualified
		candidate by the Stock Exchange during the most recent
		three years;

- 11 -

APPENDIX IV		PROPOSED ADOPTION OF H SHARE
		APPRECIATION RIGHTS INCENTIVE PLAN
	(2)	administrative punishment by regulatory authorities due to
		major non-compliance of laws and regulations during the
		most recent three years; and
	(3)	the result of the performance appraisal for the previous
		financial year before the Grant being below "basically
		competent".
Exercise price:	The exercise price of Share Appreciation Rights granted under the
	Plan is the highest of the following three prices:
	(1)	the closing price of the H Shares of the Company as stated
		in the daily quotation sheet of the Stock Exchange on the
		Grant Date;
	(2)	the average closing price of H Shares of the Company as
		stated in the daily quotation sheet of the Stock Exchange
		for five consecutive trading days immediately prior to the
		Grant Date; and
	(3)	the nominal value of the H Shares of the Company.
Restricted exercise periods	All Grantees under the Plan shall not exercise their Share
and exercise arrangements:	Appreciation Rights within two years from the Grant Date. The
	proportion of the Share Appreciation Rights which shall become
	exercisable is subject to conditions and in principle shall be:
	(1)	not exceeding 33% of the Share Appreciation Rights
		granted to each Grantee will vest from the first trading
		day after 24 months from the date of completion of the
		Grant up to the last trading day within 36 months from the
		date of completion of the Grant (the "First Transcription
		Period");
	(2)	not exceeding 33% of the Share Appreciation Rights
		granted to each Grantee will vest from the first trading day

after 36 months up to the last trading day within 48 months from the date of completion of the Grant (the "Second Transcription Period"); and

- 12 -

APPENDIX IV	PROPOSED ADOPTION OF H SHARE
	APPRECIATION RIGHTS INCENTIVE PLAN

1. not exceeding 34% of the Share Appreciation Rights granted to each Grantee will vest from the first trading day after 48 months from the completion of the Grant up to the last trading day within 60 months from the date of completion of the Grant (the "Third Transcription Period").

Only vested Share Appreciation Rights can be exercised, while unvested portions shall not be exercised.

During the exercising process, the exercise date shall be deferred in the event the Grantee wishes to exercise the Share Appreciation Rights on the following dates:

1. the date of the Board meeting for the approval of the annual, interim or quarterly results of the Company; and (2) the deadline by which the Company publishes its annual, interim or quarterly results pursuant to the Listing Rules.

Such limitation ends on the date of the publication of the results announcement of the Company. The restricted exercise period will include the period of delay in the publication of the results of the Company.

The exercise period of the Plan is valid for five years from the Grant Date, and unexercised right will then automatically lapse and cannot be exercised retrospectively.

- 13 -

APPENDIX IV		PROPOSED ADOPTION OF H SHARE
		APPRECIATION RIGHTS INCENTIVE PLAN
Conditions for the exercise of	Subject to the restricted exercise periods and exercise
Share Appreciation Rights:	arrangements stated above, the Share Appreciation Rights can
	be exercised upon satisfaction of the following conditions by the
	Company and the Grantees:
	None of the following events occur to the Company:
	(1)	issuance of an adverse opinion or a disclaimer of opinion
		by a certified public accountant on financial and accounting
		reports for the most recent accounting year;
	(2)	administrative punishment by regulatory authorities due to
		major non-compliance of laws and regulations during the
		most recent year; and
	(3)	such other circumstances in which the Plan shall not be
		implemented, as determined by the Stock Exchange.
	None of the following events occur to a Grantee:
	(1)	being publicly denounced, or declared as an unqualified
		candidate by the Stock Exchange during the most recent
		three years;
	(2)	administrative punishment by regulatory authorities due to
		major non-compliance of laws and regulations during the
		most recent three years; and
	(3)	the result of the performance appraisal for the previous
		financial year before exercising being below "basically
		competent".

- 14 -

APPENDIX IV	PROPOSED ADOPTION OF H SHARE
	APPRECIATION RIGHTS INCENTIVE PLAN
	The following performance target level conditions are met:
	First Transcription Period
	The rate of cash return on net assets for the financial year ending
	31 December 2021 shall not be lower than 11%, and shall not be
	lower than the average industry level or the 75th percentile level
	of that of the benchmarking enterprise; compared against the
	performance of the financial year ended 31 December 2020, the
	growth rate of net profit for the financial year ending 31 December
	2021 shall not be lower than 16%, and shall not be lower than the
	average industry level or the 75th percentile level of that of the
	benchmarking enterprise or, the operating profit margin for the
	financial year ending 31 December 2021 shall not be lower than
	8%.
	Second Transcription Period
	The rate of cash return on net assets for the financial year ending
	31 December 2022 shall not be lower than 12%, and shall not be
	lower than the average industry level or the 75th percentile level
	of that of the benchmarking enterprise; compared against the
	performance of the financial year ended 31 December 2020, the
	growth rate of net profit for the financial year ending 31 December
	2022 shall not be lower than 30%, and shall not be lower than
	the average industry level or the 75th percentile level of that of
	the benchmarking enterprise; the operating profit margin for the
	financial year ending 31 December 2022 shall not be lower than
	9%.

- 15 -

APPENDIX IV	PROPOSED ADOPTION OF H SHARE
	APPRECIATION RIGHTS INCENTIVE PLAN

Third Transcription Period

The rate of cash return on net assets for the financial year ending 31 December 2023 shall not be lower than 13%, and shall not be lower than the average industry level or the 75th percentile level of that of the benchmarking enterprise; compared against the performance of the financial year ended 31 December 2020, the growth rate of net profit for the financial year ending 31 December 2023 shall not be lower than 45%, and shall not be lower than the average industry level or the 75th percentile level of that of the benchmarking enterprise; the operating profit margin for the financial year ending 31 December 2023 shall not be lower than 10%.

Note 1: The rate of cash return on net assets refers to the annual EBITDA value/weighted average return on net assets. EBITDA refers to the total profit plus financial expenses plus current depreciation and amortisation. The average industry level in relation to the rate of return on net assets refers to the arithmetic average of the corresponding annual performance indicators of the "Manufacturing of Non-ferrous Metal Smelting and Rolling Processing Industry" pursuant to the China Securities Regulatory Commission's industry classification. The average industry level in relation to the growth rate of net profit refers to the average net profit of the "Manufacturing of Non-ferrous Metal Smelting and Rolling Processing Industry" for the assessment year/the sum of the average net profit of the industry for the financial years ended 31 December 2019 and 2020/2) -1.

Note 2: If major changes occur in the principal business of listed companies in the same industry during the annual assessment process, the relevant samples shall be deleted or replaced by the Board in accordance with the authorisation of the general meeting of the Shareholders. If a listed company in the same industry is involved in a major acquisition, the effect of such matters on the net profit of the listed company in the same industry shall be excluded.

- 16 -

APPENDIX IV	PROPOSED ADOPTION OF H SHARE
	APPRECIATION RIGHTS INCENTIVE PLAN

If the above performance conditions are met, the Share Appreciation Rights exercisable during the relevant transcription period can be exercised in accordance with the following principles:

1. 100% of the Share Appreciation Rights for the relevant period shall be exercisable if the performance appraisal of such Grantee for the previous financial year is outstanding or competent;
2. 60% of the Share Appreciation Rights for the relevant period shall be exercisable, if the performance appraisal of such Grantee for the previous financial year is basically competent; and
3. all Share Appreciation Rights for the relevant period shall be cancelled if the performance appraisal of such Grantee for the previous financial year is below basically competent.

PROPOSED GRANTEES

1. Mr. Qi Xinhui, being an executive Director, general manager of the Company and the Company's deputy secretary of the Party Committee;
2. Mr. Yu Wenjiang, being the deputy general manager of the Company and the Company's secretary of the Party Committee;
3. Mr. Meng Guangzhi, being the Company's deputy secretary of the Party Committee and the secretary of the Commission for Discipline Inspection;
4. Mr. Dong Guoqing, being a member of the Party Committee and the deputy general manager of the Company;
5. 沙根別克•艾力木汗, being a member of the Party Committee and the chairman of the labour union;
6. Mr. Zhu Lingxiao, being a member of the Party Committee and the deputy general manager of the Company;
7. Mr. Li Jiangping, being a member of the Party Committee;
8. Mr. He Hongfeng, being the chief financial officer of the Company;

- 17 -

APPENDIX IV	PROPOSED ADOPTION OF H SHARE
	APPRECIATION RIGHTS INCENTIVE PLAN

1. Mr. Li Zhenzhen, being joint company secretary of the Company; and
2. Mr. Guo Zhenhai, being a secretary of the Party Committee and a general manager of Xinjiang Yakesi Resources Co., Ltd., a subsidiary of the Company;
3. Mr. Jiang Xiao, being a deputy secretary of the Party Committee and the secretary of the Commission for Discipline Inspection of Xinjiang Yakesi Resources Co., Ltd., a subsidiary of the Company;
4. Mr. Wang Xiao, being a deputy general manager of Xinjiang Yakesi Resources Co., Ltd., a subsidiary of the Company;
5. Mr. Liu Dongfeng, being a deputy general manager and the chairman of the labour union of Xinjiang Yakesi Resources Co., Ltd., a subsidiary of the Company;
6. Mr. Pan Yuzhong, being a deputy general manager of Xinjiang Yakesi Resources Co., Ltd., a subsidiary of the Company;
7. Mr. Han Yubao, being a deputy general manager of Xinjiang Yakesi Resources Co., Ltd., a subsidiary of the Company;
8. Mr. Yang Wei, being a deputy secretary of the Party Committee and a general manager of Hami Hexin Mining Company Limited, a joint venture of the Company;
9. Mr. Li Mingyu, being a deputy general manager of Hami Hexin Mining Company Limited, a joint venture of the Company;
10. Mr. Du Zhifeng, being a secretary of the Party Committee and a deputy plant manager of the Fukang Refinery, a subsidiary of the Company;
11. 木哈買提漢•木達汗, being a deputy secretary of the Party Committee and the secretary of the Commission for Discipline Inspection of the Fukang Refinery, a subsidiary of the Company;
12. Mr. Wang Chunhai, being a deputy plant manager and the chairman of the labour union of the Fukang Refinery, a subsidiary of the Company;
13. Mr. Ma Yuxin, being the chief engineer of the Fukang Refinery, a subsidiary of the Company;
14. Mr. Zhang Yufei, being the deputy plant manager of the Fukang Refinery, a subsidiary of the Company;

- 18 -

APPENDIX IV	PROPOSED ADOPTION OF H SHARE
	APPRECIATION RIGHTS INCENTIVE PLAN

1. Mr. Liu Qingli, being the deputy secretary of the Party Committee and the secretary of the Commission for Discipline Inspection of Xinjiang Kalatongke Mining Industry Company Limited, a subsidiary of the Company;
2. Mr. Zhao Jingbo, being the deputy general manager of Xinjiang Kalatongke Mining Industry Company Limited, a subsidiary of the Company;
3. Mr. Chen Yin, being the deputy general manager of Xinjiang Kalatongke Mining Industry Company Limited, a subsidiary of the Company;
4. Mr. Xiao Yuwu, being the chairman of the labour union of Xinjiang Kalatongke Mining Industry Company Limited, a subsidiary of the Company; and
5. core personnel of the Company, with a total of not exceeding 154 personnel.

In summary, the total number of Grantees under the Plan is not more than 180 personnel, details are as follows:

			Approximate	Approximate
			proportion of	proportion
			Share	of underlying
			Appreciation	shares under
			Rights to	the Share
			be granted to	Appreciation
			such Grantee(s)	Rights to be
			to the total	granted to such
		Number	number of Share	Grantee(s) to
		of the Share	Appreciation	the total
	Number of	Appreciation	Rights to be	issued share
Name/Category	Participant(s)	Rights to be	granted pursuant	capital of the
of Grantee	involved	granted	to the plan	Company
		(in 10,000
		shares)
Mr. Qi Xinhui	1	150	2.27%	0.07%
Mr. Yu Wenjiang	1	150	2.27%	0.07%
Mr. Meng Guangzhi	1	120	1.82%	0.05%
Mr. Dong Guoqing	1	120	1.82%	0.05%
沙根別克•艾力木汗	1	120	1.82%	0.05%
Mr. Zhu Lingxiao	1	120	1.82%	0.05%
Mr. Li Jiangping	1	120	1.82%	0.05%
Mr. He Hongfeng	1	128	1.94%	0.06%

- 19 -

APPENDIX IV			PROPOSED ADOPTION OF H SHARE
	APPRECIATION RIGHTS INCENTIVE PLAN
					Approximate	Approximate
					proportion of	proportion
					Share	of underlying
					Appreciation	shares under
					Rights to	the Share
					be granted to	Appreciation
					such Grantee(s)	Rights to be
					to the total	granted to such
			Number	number of Share	Grantee(s) to
			of the Share	Appreciation	the total
	Number of	Appreciation	Rights to be	issued share
Name/Category	Participant(s)	Rights to be	granted pursuant	capital of the
of Grantee	involved	granted	to the plan	Company
			(in 10,000
			shares)
Mr. Li Zhenzhen	1		90		1.36%		0.04%
Mr. Guo Zhenhai	1		112.5		1.70%		0.05%
Mr. Jiang Xiao	1		90		1.36%		0.04%
Mr. Wang Xiao	1		90		1.36%		0.04%
Mr. Liu Dongfeng	1		90		1.36%		0.04%
Mr. Pan Yuzhong	1		90		1.36%		0.04%
Mr. Han Yubao	1		90		1.36%		0.04%
Mr. Yang Wei	1		97.5		1.48%		0.04%
Mr. Li Mingyu	1		78		1.18%		0.04%
Mr. Du Zhifeng	1		105		1.59%		0.05%
木哈買提漢•木達汗	1		84		1.27%		0.04%
Mr. Wang Chunhai	1		84		1.27%		0.04%
Mr. Ma Yuxin	1		84		1.27%		0.04%
Mr. Zhang Yufei	1		84		1.27%		0.04%
Mr. Liu Qingli	1		101.25		1.53%		0.05%
Mr. Zhao Jingbo	1		90		1.36%		0.04%
Mr. Chen Yin	1		101.25		1.53%		0.05%
Mr. Xiao Yuwu	1		90		1.36%		0.04%
Core personnels	154		3,920.5		59.40%		1.77%
Total	180		6,600		100%		2.99%

The expected return of the equity incentive granted to each Grantee shall be limited to within 40% of the total annual salary level of such Grantee at the time of the Grant.

- 20 -

NOTICE OF ANNUAL GENERAL MEETING

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 2020 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2020 annual general meeting ("AGM") of Xinjiang Xinxin Mining Industry Co., Ltd. (the "Company") will be held at 11:00 a.m. on Friday, 11 June 2021 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") for the following purposes:

To consider and, if thought fit, pass with or without amendments, the following as ordinary and special resolutions:

ORDINARY RESOLUTIONS

1. to consider and approve the report of the directors of the Company for the year ended 31 December 2020;
2. to consider and approve the report of the supervisory committee of the Company for the year ended 31 December 2020;
3. to consider and approve the audited consolidated financial statements of the Company and its subsidiaries for the year ended 31 December 2020;
4. to consider and approve the recommendation by the board of directors of the Company (the "Board") that no final dividend of the Company shall be made for the year ended 31 December 2020;
5. to consider and approve the re-appointment of PricewaterhouseCoopers Zhong Tian LLP as the auditors of the Company and to authorise the Board to fix their remuneration;
6. to consider and approve the appointment of Mr. Yu Wenjiang as an executive director of the sixth session of the Board of the Company for a term commencing from 11 June 2021 and ending on 13 October 2023;

- 21 -

NOTICE OF ANNUAL GENERAL MEETING

1. to consider and approve no director's remuneration be payable by the Company to Mr. Yu Wenjiang and the salary payable to Mr. Yu Wenjiang by the Company be determined in accordance with the remuneration scale of such position and payment procedures of the Company;
2. to consider and approve the authorisation of the Chairman of the Company to sign the directors' service contract with Mr. Yu Wenjiang upon such terms and conditions as the Board thinks fit, and to do such act to effect such matters;
3. to consider and approve the appointment of Mr. Zhong Rubiao as the shareholders' representative supervisor of the sixth session of the supervisory committee of the Company for a term commencing from 11 June 2021 and ending on 13 October 2023;
4. to consider and approve no supervisor's remuneration be payable by the Company to Mr. Zhong Rubiao; and
5. to consider and approve the authorisation of the Chairman of the Company to sign the supervisor's service contract with Mr. Zhong Rubiao upon such terms and conditions as the Board thinks fit, and to do such act to effect such matters.

SPECIAL RESOLUTIONS

1. to consider and approve the H share appreciation rights incentive plan;
2. to consider and approve the H share appreciation rights incentive plan implementation, assessment and management measures; and
3. to consider and approve the authorisation of the general meeting of the shareholders' for the Board to handle matters in relation to the H share appreciation rights incentive plan.

By order of the Board

Li Zhenzhen, Lam Cheuk Fai

Joint Company Secretaries

Xinjiang, the PRC, 26 April 2021

- 22 -

NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Closure of register of members and eligibility for attending the AGM
   The register of members of the Company will be closed from 11 May 2021 to 11 June 2021 (both days inclusive), during which time no share transfers will be registered. In order to be eligible to attend the AGM, 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, Wan Chai, Hong Kong, no later than 4:30 p.m. on 10 May 2021.
   Shareholders of the Company whose names appear on the register of members of the Company at the opening of business on 11 June 2021 are entitled to attend the AGM.
2. Notice of attendance
   Shareholders who intend to attend the AGM 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 21 May 2021. 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 AGM. However, the failure to return the notice of attendance may result in an adjournment of the AGM, if the number of shares carrying the right to vote represented by the shareholders of the Company proposing to attend the AGM 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 AGM.
3. Proxy
   Every shareholder of the Company who has the right to attend and vote at the AGM 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 AGM.
   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 AGM. 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 AGM if he so wishes.
   If more than one proxy is appointed, such proxies shall only be entitled to vote by poll. Shareholders or their proxies are required to produce their identification documents when attending the AGM.

- 23 -

NOTICE OF ANNUAL GENERAL MEETING

4. Others

Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), all votes at the general meeting will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

The AGM is expected to last for approximately three 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 Director is Mr. Qi Xinhui; the non-executive Directors are Mr. Zhang Guohua, Mr. Zhou Chuanyou, Mr. Guo Quan and Mr. Hu Chengye; and the independent non- executive Directors are Mr. Hu Benyuan, Mr. Wang Qingming and Mr. Lee Tao Wai.

• For identification purposes only

- 24 -