Xingye Copper : Circulars TERMINATION OF THE EXISTING SHARE OPTION SCHEME AND PROPOSAL FOR ADOPTION OF THE NEW SHARE OPTION SCHEME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

68bb2213-8761-4dac-bf51-9e9db3134ecd.pdf 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 stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your securities in Xingye Copper International Group Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.

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)

TERMINATION OF THE EXISTING SHARE OPTION SCHEME AND PROPOSAL FOR ADOPTION OF THE NEW SHARE OPTION SCHEME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM of Xingye Copper International Group Limited to be held at No. 68, Jin Xi Road, Hangzhou Bay New Zone, Ningbo, Zhejiang Province, the PRC on Friday, 27 May 2016 at 3:30 p.m. (or so soon thereafter as the annual general meeting of the Shareholders convened to be held at 3:00 p.m. on the same date and at the same place shall have been concluded or adjourned) is set out on pages 22 to 23 of this circular.

A proxy form for use at the EGM and any adjournment thereof is enclosed with this circular. Such proxy form can also be downloaded from the websites of HKEx (www.hkexnews.hk) and the Company (www.xingyecopper.com). Whether or not you are able to attend the EGM or any adjourned meeting, you are requested to complete the proxy form in accordance with the instructions printed thereon and return it 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, as soon as possible and in any event not less than 48 hours before the time appointed for holding the EGM or any adjourned meeting thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjourned meeting thereof should you so wish.

6 May 2016

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

2. Termination of the Existing Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

3. Adoption of the New Share Option Scheme. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

4. EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

5. Voting by poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

6. Action to be taken . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

7. Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

8. Recommendation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

9. Further information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Appendix - Summary of the principal terms of the New Share Option Scheme . . . . . . . . . . . . . 6 Notice of extraordinary general meeting 22

In this circular (not including the accompanying EGM Notice), the following expressions have the following meanings unless the context requires otherwise:

"Articles" the articles of association of the Company;

"associate(s)" has the meaning ascribed thereto under the Listing Rules; "Board" or "Board of Directors" the board of Directors;

"Business Day" a day (other than a Saturday or Sunday or public holiday in Hong Kong) on which licensed banks are generally open for business in Hong Kong and the Stock Exchange is open for the business of dealing in securities;

"Commencement Date" date on which the Offer relating to such Option is duly accepted

by the Grantee in accordance with the New Share Option Scheme;

"Company" Xingye Copper International Group Limited, a limited liability company incorporated in the Cayman Islands, the shares of which are listed on the Main Board of the Stock Exchange;

"connected person(s)" has the meaning ascribed thereto under the Listing Rules; "core connected person(s)" has the meaning ascribed thereto under the Listing Rules; "Director(s)" the director(s) of the Company;

"EGM" the extraordinary general meeting of the Company to be held at No. 68, Jin Xi Road, Hangzhou Bay New Zone, Ningbo, Zhejiang Province, the PRC on Friday, 27 May 2016 at 3:30 p.m. (or so soon thereafter as the annual general meeting of the Shareholders convened to be held at 3:00 p.m. on the same date and at the same place shall have been concluded or adjourned);

"EGM Notice" the notice for convening the EGM set out on pages 22 to 23 of this circular;

"Eligible Person(s)" (i) any director (whether executive or non-executive, including

any independent non-executive director) or employee (whether full time or part time) of any member of the Group; (ii) consultant, adviser, supplier or customer of any member of the Group; and (iii) any other group of classes of participants which the Board may, from time to time in its absolute discretion, consider appropriate on the basis of such participants' contribution or potential contribution to the development, growth or benefit of the Group or any member of it;

"Existing Share Option Scheme" the share option scheme adopted by the Company on 1 December

2007 which is valid and effective for a period of 10 years commencing after such adoption date;

"Grantee" any Eligible Person who accepts an Offer in accordance with the terms of the New Share Option Scheme or (where the context so permits) the legal representative(s) entitled to any such Option in consequence of the death of the original Grantee;

"Group" the Company and its subsidiaries;

"HKEx" Hong Kong Exchanges and Clearing Limited;

"HK$" Hong Kong dollars, the lawful currency of Hong Kong;

"Hong Kong" the Hong Kong Special Administrative Region of the PRC; "Latest Practicable Date" 29 April 2016, being the latest practicable date prior to the

printing of this circular for ascertaining certain information contained herein;

"Listing Committee" the listing committee of the Stock Exchange;

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange;

"New Share Option Scheme" the share option scheme to be adopted by the Company at the

EGM by way of the Ordinary Resolution, a summary of the principal terms of the rules of which are set out in the Appendix to this circular;