Xingye Copper : Announcements and Notice ANNOUNCEMENT IN RELATION TO (1) SHARE AWARD SCHEME AND (2) PROPOSALS FOR TERMINATION OF THE EXISTING SHARE OPTION SCHEME AND ADOPTION OF THE NEW SHARE OPTION SCHEME

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XINGYE COPPER INTERNATIONAL GROUP LIMITED

興 業 銅 業 國 際 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 505)

ANNOUNCEMENT IN RELATION TO

1. SHARE AWARD SCHEME AND
2. PROPOSALS FOR

TERMINATION OF THE EXISTING SHARE OPTION SCHEME AND ADOPTION OF THE NEW SHARE OPTION SCHEME

1. SHARE AWARD SCHEME

   Reference is made to the announcement of Xingye Copper International Group Limited (the "Company") dated 18 April 2016 in relation to the adoption of share award scheme (the "Announcement"). Unless otherwise stated, capitalized terms used in this announcement shall have the same meanings as those defined in the Announcement.

   The Company would like to make the following further disclosure in respect of the Scheme.

   Listing Rules Implications

   As at the date of the Announcement, the Trustee and its ultimate beneficial owners are third parties independent of the Company.

   If any grant of Awarded Shares to any person who is a connected person of the Company within the meaning of the Listing Rules is proposed to be satisfied by way of issue and allotment of new Shares, the Company would seek independent Shareholders' approval for the issuance and allotment of new Shares under Specific Mandate(s) and comply with the other relevant provisions of the Listing Rules as may be applicable.

   As the Scheme is established for a wide scope of participants and no Awarded Shares are held by the Trustee under the Scheme as at the date of the Announcement, the Trustee is not an associate of a connected person under Rule 14A.12(1)(b) of the Listing Rules, and therefore a connected person of the Company.

   If the Trustee holds any Awarded Shares for the Selected Employees which includes a connected person of the Company, the Trustee will become a close associate of the connected person under Rule 1.01 of the Listing Rules and therefore a core connected person of the Company for the purpose of Rule 8.24 of the Listing Rules. Accordingly, all such Awarded Shares held by the Trustee will not be regarded as being "in public hands" under Rule 8.24 of the Listing Rules.

   The Company will take appropriate measures to ensure the minimum public float requirement under Rule 13.32(1) of the Listing Rules will be complied with when making any grant of Awarded Shares which will be satisfied by way of issue and allotment of new Shares.

   The total number of Shares in issue was 811,115,950 Shares as at the Adoption Date, and thus the maximum number of Awarded Shares that may be awarded under the Scheme during its term is 162,223,190 new Shares. To the best of the Directors' knowledge, information and belief after having made all reasonable enquiries, the shareholding structure of the Company as at the date of the Announcement and immediately after the issuance of all 162,223,190 new Awarded Shares to the Trustee (assuming that there will be no change in the shareholding structure of the Company other than as a result of the issuance

   of 162,223,190 new Awarded Shares to the Trustee after the date of the Announcement and before such issuance of all 162,223,190 new Awarded Shares) is set out below:

   As at the date of the Announcement Immediately after the issuance of all 162,233,190 new Awarded Shares to the Trustee

   Number of

   Shares

   Approx. % of shareholding

   Number of

   Shares

   Approx. % of shareholding

   Luckie Strike Limited (Note 1) 110,000,000 13.56% 110,000,000 11.30%

   Come Fortune International

   Limited (Note 1) 155,200,000 19.13% 155,200,000 15.95%

   Hu Minglie (Note2)	400,000	0.05%	400,000	0.04%
   Wang Jianli (Note2)	1,060,000	0.13%	1,060,000	0.11%
   Ma Wanjun (Note2)	1,060,000	0.13%	1,060,000	0.11%
   Chen Jianhua (Note2)	1,480,000	0.18%	1,480,000	0.15%
   Mao Xuechang (Note2)	500,000	0.06%	500,000	0.05%
   Chai Chaoming (Note2)	134,000	0.02%	134,000	0.01%
   Barclays Capital Securities Limited (Note3)	32,000	0.00%	32,000	0.00%
   The Trustee	-	-	162,223,190	16.67%
   Public Shareholders	541,249,950	66.73%	541,249,950	55.61%
   Total	811,115,950	100%	973,339,140	100%
   Notes:

2. Luckie Strike Limited and Come Fortune International Limited were wholly owned by Dynamic Empire Holdings Limited. The entire issued share capital of Dynamic Empire Holdings Limited was beneficially owned by the Hu Family Trust, which was founded by Mr. Hu Changyuan, a Director, and the trustee of which was Barclays Wealth Trustees (Singapore) Limited, which was in turn wholly owned by Barclays PLC. Accordingly, each of Mr. Hu Changyuan and his spouse Ms. Yu Yuesu, Dynamic Empire Holdings Limited, Barclays Wealth Trustees (Singapore) Limited and Barclays PLC was deemed to be interested in all these Shares.

3. Mr. Hu Minglie, Mr. Wang Jianli, Mr. Ma Wanjun and Mr. Chen Jianhua are executive Directors, Mr. Mao Xuechang and Mr. Chai Chaoming are independent non-executive Directors.

4. Barclays Capital Securities Limited was wholly owned by Barclays PLC. Accordingly, Barclays PLC was deemed to be interested in all these Shares.

   The Scheme limit

   The maximum number of new Shares to be issued by the Company in respect of any financial year of the Company for satisfying the Awarded Shares granted under the Scheme will be limited to 2% of the total issued Shares as at the Adoption Date.

   The maximum number of new Shares to be issued by the Company in respect of any 12-month period for satisfying the Awarded Shares granted to any one Selected Employee under the Scheme will not exceed 1% of the total issued Shares as at the Adoption Date.

5. PROPOSALS FOR TERMINATION OF THE EXISTING SHARE OPTION SCHEME AND ADOPTION OF THE NEW SHARE OPTION SCHEME

The Company wishes to announce that the circular containing (i) the information regarding the proposed termination of the existing share option scheme adopted by the Company on 1 December 2007 and the proposed adoption of the new share option scheme and (ii) the notice for convening the extraordinary general meeting of the Company to be held at 3:30 p.m. on Friday, 27 May 2016 at No. 68, Jin Xi Road, Hangzhou Bay New Zone, Ningbo, Zhejiang Province, the People's Republic of China (or soon thereafter as the annual general meeting of the Shareholder convened to be held at 3:00 p.m. on the same date and at the same place shall have been concluded or adjourned) will be despatched on 6 May 2016.

On behalf of the Board

Xingye Copper International Group Limited HU Changyuan

Chairman

Hong Kong, 5 May 2016

As at the date of this announcement, the executive directors of the Company are Mr. HU Changyuan, Mr. HU Minglie, Mr. WANG Jianli, Mr. MA Wanjun and Mr. CHEN Jianhua, the non-executive director of the Company is Mr. DAI Jianchun and the independent non-executive directors of the Company are Mr. MAO Xuechang, Mr. CHAI Chaoming and Dr. LOU Dong.