NOTICE OF SGM NOTICE OF SPECIAL GENERAL MEETING. (Incorporated in Bermuda with limited liability) (Stock Code: 8306)

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Tabitha Randall
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1 (Incorporated in Bermuda with limited liability) (Stock Code: 8306) NOTICE OF SPECIAL GENERAL MEETING NOTICE IS HEREBY GIVEN that a special general meeting of China Nonferrous Metals Company Limited (the Company ) will be held at Room 1104, Jubilee Centre, 18 Fenwick Street, Wanchai, Hong Kong on [REDACTED] at [REDACTED] for the purpose of considering and, if thought fit, A. Passing with or without amendments the following resolutions as special resolutions of the Company: SPECIAL RESOLUTIONS 1. THAT: conditional upon the resumption (the Resumption ) of trading in the shares ( Shares ) of the Company on GEM of The Stock Exchange of Hong Kong Limited (the Stock Exchange ) having occurred, the amended and restated bye-laws of the Company (the Bye-laws ) (a copy of which has been produced to the meeting and marked A and signed by the chairman of the meeting for the purpose of identification) be and is hereby adopted as the amended and restated bye-laws of the Company in substitution for and to the exclusion of the Company s existing bye-laws with effect from the date upon which the Shares are listed on GEM; and to do all such acts, deeds and things and to enter into all such transactions, arrangements and agreements as they may, in their absolute discretion, deem necessary or expedient in order to effect and record such adoption; and the registered agent of the Company be and is hereby authorised and instructed to make the necessary filings with the Registrar of Companies in the Bermuda with respect to the adoption of the Bye-laws. * For identification purposes only SGM-1

2 2. THAT conditional upon the Resumption having occurred and the approval of the Registrar of Companies of Bermuda and compliance with other requirements under the laws of Bermuda: (d) the English name of the Company be and is hereby changed from China Nonferrous Metals Company Limited to Xinxing Financial Holdings Limited and that the change of name take effect from the date of entry of the new name on the register of companies maintained by the Registrar of Companies in Bermuda; the adoption and registration of the Chinese name as the secondary name of the Company be and is hereby approved; the registered office of the Company be and is hereby authorised and directed to file a copy of these resolutions and other necessary filings with the Registrar of Companies in Bermuda to effect the change of the Company s name; and to do such acts and things, to sign, execute and deliver all such further documents (including the affixation of the common seal of the Company where required) and to take such steps as it may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the implementation of and giving effect to the change of the Company s name, and to agree to such variation, amendment or waiver as are, in the opinion of the Directors, in the interests of the Company. B. Passing with or without amendments the following resolutions as ordinary resolutions of the Company: ORDINARY RESOLUTIONS 3. THAT, subject to the applicable laws of Bermuda and Hong Kong and the directions and sanctions of the Supreme Court of Bermuda (the Bermuda Court ) and the High Court of Hong Kong (the Hong Kong Court ), the approval of the relevant creditors and to the all the other resolutions set out in this notice being passed conditional upon (i) the proposed scheme of arrangement to be effected under sections 670 and 673 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) (the Companies Ordinance ) being sanctioned by the Hong Kong Court; and (ii) the proposed scheme of arrangement to be effected under section 99 of the Companies Act 1981 of Bermuda (as amended from time to time) (the Companies Act ) being sanctioned by the Bermuda Court: the scheme of arrangement material particulars whereof are disclosed in the scheme of arrangement document of the Company dated [ ], which are to be proposed and effected as a scheme under section 99 of the Companies Act being sanctioned by the Bermuda Court and sections 670, 673 and 674 of the Companies Ordinance, as parallel, concurrent and inter-conditional schemes of arrangement, be and are hereby approved, subject to any modification thereof or addition thereof approved or imposed by the Bermuda Court or the Hong Kong Court (if any); SGM-2

3 (d) (e) the proposed issue of the new convertible bonds (the Convertible Bonds ) in the principal amount of [REDACTED] to creditors in accordance with the terms of the proposed schemes of arrangement, be and is hereby approved; the allotment and issue of [REDACTED] new Shares (the Conversion Shares ), of which may fall to be issued upon the exercise of the conversion rights attached to the Convertible Bonds, be and is hereby approved; [REDACTED] the Directors and New Directors (as defined below) be and are hereby authorised generally to take all necessary steps and to do all other things and execute all documents (including the affixation of the common seal of the Company where execution under seal is required) which may be necessary or desirable for the purpose of giving effect to or implementing any of the foregoing, including but not limited to the issue of Convertible Bonds and the allotment and issue of the Consideration Shares. 4. THAT: the amended and restated agreement dated 4 May 2018 (the Acquisition Agreement ) entered into between Molto Fortune Limited as vendor and the Company as purchaser in relation to the sale and purchase of the entire issued share capital of T.X.C Limited for the consideration of [REDACTED] (copy of which (together with the annexures thereto) has been produced to the meeting and marked B and signed by the chairman of the meeting for the purpose of identification) and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed; subject to the fulfillment or waiver of the conditions precedent set out in the Acquisition Agreement, the allotment and issue of [REDACTED] new Shares ( Consideration Share(s) ), all credited as fully paid, at the [REDACTED] of [REDACTED] per Consideration Share, be and is hereby approved; and to do such acts and things, to sign, execute and deliver all such further documents (including the affixation of the common seal of the Company where required) and to take such steps as it may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the implementation of and giving effect to the Acquisition Agreement and the transactions contemplated thereunder, including the allotment and issue of the Consideration Shares, and to agree to such variation, amendment or waiver as are, in the opinion of the Directors, in the interests of the Company. SGM-3

4 5. THAT: the amended and restated agreement dated 4 May 2018) (the Capital Increase Agreement ) entered into among (i) Xinxing Ductile Iron Pipes Co., Limited and T.X.C Limited as existing shareholders; (ii) Xinxingjihua Leasing Co. Ltd ( Xinxing Leasing ) as issuer; and (iii) the Company as subscriber (copy of which has been produced to the meeting and marked C and signed by the chairman of the meeting for the purpose of identification) in relation to the contribution by the Company of approximately [REDACTED] to increase the registered capital of Xinxing Leasing from RMB400 million to [REDACTED] and the transactions contemplated thereunder, be and are hereby approved, ratified and confirmed; and generally to do all such acts and things and to sign, execute and deliver all such documents (including the affixation of the common seal of the Company where required) as it may, in its absolute discretion, consider necessary, desirable or expedient to give effect, determine, implement or complete any matters relating to or in connection with the implementation of and giving effect to the Capital Increase Agreement and the transactions contemplated thereunder, and to agree to such variation, amendment or waiver as are, in the opinion of the Directors, in the interests of the Company. 6. THAT, conditional upon (i) the Listing Committee of the Stock Exchange granting its approval to the listing of, and permission to deal in the [REDACTED] (as defined below); and (ii) [REDACTED] entered into between the Company as issuer, and [REDACTED] and [REDACTED] as [REDACTED] (a copy of which has been produced to the meeting and marked D and signed by the chairman of the meeting for the purpose of identification) becoming unconditional and not being rescinded or terminated in accordance with its terms: the allotment and issue by way of an [REDACTED] (the [REDACTED] ) of [REDACTED] new Shares (the [REDACTED] ) at the subscription price of [REDACTED] per [REDACTED] on the basis of [REDACTED] to be held by the Shareholders whose names appear on the register of members of the Company on [REDACTED] of the [REDACTED] as determined and announced by the Directors (excluding those Shareholders with registered addresses outside Hong Kong whom the Directors consider it necessary or expedient to exclude after making the relevant enquiries regarding the legal restrictions under the laws of the relevant place and the requirements of the relevant regulatory body or stock exchange in the place where those overseas Shareholders reside) pursuant to and in accordance with the terms and conditions set out in the circular dated [ ] 2018 despatched by the Company to the Shareholders be and is hereby approved; SGM-4

5 the entering into of the [REDACTED] and the transactions contemplated thereunder, and the performance thereof, by the Company, be and are hereby confirmed, ratified and approved; and generally to take all necessary steps and to do all other things and execute all documents (including the affixation of the common seal of the Company where execution under seal is required) which may be necessary or desirable for the purpose of giving effect to the terms of [REDACTED], including without limiting the foregoing, to allot and issue the [REDACTED] pursuant to and in connection with the [REDACTED] as they deem necessary or expedient having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company, and to complete the transactions contemplated under [REDACTED]. 7. THAT: conditional upon completion of the Acquisition Agreement and the Capital Increase Agreement, the appointment of the following candidates as Directors be and is hereby approved: (1) with effect from the date of completion of the Acquisition Agreement: (i) (ii) (iii) (iv) (v) (vi) Mr. Zeng Yaogan as an executive Director; Ms. Zhang Yang as an executive Director; Mr. Zuo Yatao as a non-executive Director; Ms. Bao Xiaoying as a non-executive Director; Mr. Tang Baoqi as a non-executive Director; and Ms. He Zhuoda as a non-executive Director; (2) with effect from the date of Resumption: (i) (ii) (iii) Mr. Hui Yat On as an independent non-executive Director; Mr. To King Yan, Adam as an independent non-executive Director; and Mr. Ma Qingnan as an independent non-executive Director; (Mr. Zeng Yaogan, Ms. Zhang Yang, Mr. Zuo Yatao, Ms. Bao Xiaoying, Mr. Tang Baoqi, Ms. He Zhuoda, Mr. Hui Yat On, Mr. To King Yan, Adam, and Mr. Ma Qingnan are collectively referred to as the New Directors ) SGM-5

6 the Directors and the New Directors be and are hereby authorised to fix the New Directors remuneration and to do all such acts and things and execute all such documents as it may, in its absolute discretion, consider necessary, desirable or expedient in connection with the appointment of New Directors set out in paragraph of this resolution. By Order of the Board China Nonferrous Metals Company Limited Liu Yaling Director Hong Kong, [ ] Registered office: Head office and principal place of business Clarendon House in Hong Kong: 2 Church Street Room 1104, Jubilee Centre Hamilton HM Fenwick Street Bermuda Wanchai Hong Kong Notes: 1. Any member entitled to attend and vote at the SGM is entitled to appoint one or more than one proxy to attend and to vote in his stead in accordance with the bye-laws of the Company. A proxy need not to be a member of the Company. 2. Where there are joint registered holders of any share, any one of such persons may vote at the Meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto; but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the register of the members of the Company. 3. To be valid, the form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power of attorney or authority must be deposited at the Company s branch share registrar and transfer office in Hong Kong, [REDACTED], at [REDACTED], not less than 48 hours before the time for holding the above meeting or any adjournment thereof. 4. Delivery of a form of proxy shall not preclude a member from attending and voting in person at the above meeting and in such event, the form of proxy shall be deemed to be revoked. 5. The Chinese version of the notice is for reference only. Should there be any discrepancies, the English version will prevail. 6. If Typhoon Signal No. 8 or above, or a black rainstorm warning is in effect any time after 8:30 a.m. and before the above meeting time, the meeting will be postponed. The Company will post an announcement on the website of the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited ( and the website of the Company ( to notify shareholders of the date, time and place of the rescheduled meeting. As at the date of this notice, the executive Director is Ms. Liu Yaling, the non-executive Director is Mr. Chan Wai Cheung, Admiral and the independent non-executive Directors are Mr. Cheng Feng, Mr. Ng Man Kwan, Lawrence and Mr. Siu Kai Chun. SGM-6

China Innovationpay Group Limited

China Innovationpay Group Limited Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and