Xingye Copper : Proxy Forms FORM OF PROXY

350c06ae-c383-475d-a7dc-89e43ef25b3e.pdf 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)

FORM OF PROXY for the extraordinary general meeting ("EGM") to be held on Friday, 27 May 2016 (or any adjournment thereof)

I/We(Note 1), of being the registered holder(s) of (Note2) shares of HK$0.10 each in the capital of Xingye Copper International Group Limited (the "Company") hereby appoint the Chairman of the EGM or (Note3)

of as my/our proxy to attend and act on my/our behalf at the EGM of the Company to be held at No. 68, Jin Xi Road, Hangzhou Bay New Zone, Ningbo, Zhejiang Province, the People's Republic of China on Friday, 27 May 2016 at 3:30 p.m. (or so soon thereafter as the annual general meeting of the shareholders of the Company convened to be held at 3:00 p.m. on the same date and at the same place shall have been concluded or adjourned) or at any adjournment thereof and to vote for me/us on the resolution referred to in the Notice of the EGM (with or without modifications) as indicated below:

ORDINARY RESOLUTION	FOR (Note 4)	AGAINST (Note 4)
To terminate the existing share option scheme of the Company adopted on 1 December 2007; and subject to the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the shares of the Company which may fall to be issued pursuant to the new share option scheme of the Company as summarized in the circular of the Company dated 6 May 2016 (the "New Share Option Scheme"), to approve and adopt the New Share Option Scheme; and to authorize the board of directors of the Company to grant options and to allot, issue and deal with the shares pursuant to the exercise of any option granted under the Scheme.

The description of the resolution is by way of summary only. The full text of the resolution is set out in the notice of the EGM.

Signature(s) (Note 5): Dated this day of 2016

Notes:

1. Please insert full name(s) and address(es) in BLOCK CAPITAL LETTERS.

2. Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

3. If any proxy other than the Chairman of the EGM is preferred, strike out the words "the Chairman of the EGM", and insert the name and address of the proxy desired in the space provided.

4. IMPORTANT: IF YOU WISH YOUR PROXY TO VOTE ON YOUR BEHALF FOR A PARTICULAR RESOLUTION, TICK THE BOX MARKED "FOR". IF YOU WISH YOUR PROXY TO VOTE AGAINST A PARTICULAR RESOLUTION, TICK THE BOX MARKED "AGAINST". If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion whether to vote for or against the resolutions or to abstain from voting. Your proxy will also be entitled to vote at his discretion on any amendment to the resolutions referred to in the notice of the EGM which has been properly put to the meeting.

5. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under its common seal or under the hand of any duly authorized officer.

6. In the case of joint registered holders of any share, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders are present at the EGM personally or by proxy, the person whose name stands first on the register of members in respect of the relevant share will alone be entitled to vote in respect thereof.

7. To be valid, this form of proxy, together with any 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 deposited at the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited (the "Branch Registrar"), at Level 22, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting.

8. For the purpose of determining members who are qualified for attending the EGM, the register of members of the Company will be closed from 25 May 2016 to 27 May 2016 (both days inclusive), during which period no transfer of the Shares will be effected. In order to qualify for attending the EGM, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Branch Registrar at the address stated above by no later than 4:30 p.m. on 24 May 2016.

9. The proxy needs not be a member of the Company but must attend the meeting in person to represent you.

10. Completion and return of this form of proxy will not preclude you from attending and voting in person at the EGM if you so desire.

11. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE DULY INITIALLED BY THE PERSON WHO SIGNS IT.