China BlueChemical Ltd. — Proxy Solicitation & Information Statement 2008

Jan 10, 2008

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(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 3983)

Proxy Form For Extraordinary GEnEral mEEtinG to bE hEld on 25 FEbruary 2008

I/(We)(note 3)ofbeing the holder(s) of (note 2)(the “Company”) now appoint_(note 4)_of				Number of shares related tothis proxy form_(note 1)_	H Shares/DomesticShares/UnlistedForeign Shares_(note 2)_
			H Share(s)/Domestic Share(s)/Unlisted Foreign Share(s) of China BlueChemical Ltd. (I.D. No.:)

or failing him, the Chairman of the meeting as my (our) proxy to attend and vote for me (us) on the resolutions in accordance with the instructions below and on my (our) behalf at the Extraordinary General Meeting (“EGM”) to be held at 10:00 a.m. on Monday, 25 February 2008 at the Conference Room, 3rd Floor, CNOOC Office Building-B, No. 98 Guanhai Road, Longhua District, Haikou, Hainan Province, the People’s Republic of China for the purpose of considering and, if thought fit, passing those resolutions as set out in the notice convening the said meeting.

meeting.	meeting.
ordinary resolutions		For(note 5)	against(note 5)
1.	To approve the adoption of the H-Share Appreciation Rights Scheme (the “Scheme”) and the initialgrant of the share appreciation rights under the Scheme;
2.	To approve the “Rules of Procedures for the Supervisory Committee of the Company”and that theSupervisory Committee be authorized to make any necessary, appropriate and relevant adjustmentto the “Rules of Procedures for the Supervisory Committee of the Company” in accordance with themandatory requirements of the relevant laws, rules and regulations as updated from time to time,comments from the relevant regulatory authority and the actual circumstances; and
3.	To authorize the Board to fix the Directors’ remuneration for the two years ended 31 December 2008.

Date:

2008

Signature:

(note 4)

Notes:

• (1) 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).

• (2) Please insert the type of shares (domestic shares or H shares or unlisted foreign shares) to which the proxy relates.

• (3) Please insert the full name(s) (in Chinese or in English, as shown in the register of members) and registered address(es) in bloCK lEttErS .

• (4) A shareholder entitled to attend and vote at the meeting may appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company. Where a shareholder has appointed more than one proxy to attend the meeting, such proxies may only vote on a poll.

The instrument appointing a proxy must be in writing under the hand of a shareholder or his attorney duly authorized in writing. If the shareholder is a corporation, that instrument must be either under its common seal or under the hand of its attorney or duly authorized attorney(s). If that instrument is signed by an attorney of the shareholder, the power of attorney authorizing that attorney to sign or other authorization document must be notarized.

To be valid, the proxy form together with the power of attorney or other authorisation document (if any) must be deposited at the Office of the Secretary to the Board of Directors of the Company (Address: No. 98 Guanhai Road, Longhua District, Haikou, Hainan Province, the People’s Republic of China) (in respect of holders of domestic shares or unlisted foreign shares) not less than 24 hours before the time fixed for holding the meeting. In order to be valid, the said documents together must be lodged at the Company’s H share registrar within the abovementioned period by holders of H shares. Completion and return of the proxy form will not preclude a shareholder from attending and voting in person at the meeting if she/he so wishes. The H share registrar of the Company is Computershare Hong Kong Investor Services Limited, whose address is Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

• (5) imPortant : IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK IN THE BOX MARKED “ For ”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE BOX MARKED “ aGainSt ”. Failure to tick the box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolutions properly put to the EGM other than those referred to in the notice convening the EGM.

(6) Shareholders who intend to attend the meeting in person or by proxy should return the reply slip in person, by post or by fax to the Office of the Secretary to the Board of Directors of the Company (for holders of domestic shares or unlisted foreign shares) or Computershare Hong Kong Investor Services Limited (for holders of H shares) at least 20 days before the EGM, being 4 February 2008. The Company’s Office of the Secretary to the Board of Directors of the Company is No. 98 Guanhai Road, Longhua District, Haikou, Hainan Province, the People’s Republic of China (Tel: 0086-898-6852-3256, Fax: 0086-898-6852-3259, Post code: 570105). The address of Computershare Hong Kong Investor Services Limited is Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

• (7) The Company’s registers of members will be closed from Saturday, 26 January 2008 to Monday, 25 February 2008, both days inclusive, during which period no transfer of shares will be effected. Shareholders of the Company whose names appear on the registers of members of the Company before the close of business hours on Friday, 25 January 2008 are entitled to attend the EGM and to vote in the meeting.

In order to qualify to attend and vote in the meeting, holders of H shares of the Company whose transfers have not been registered shall deposit the transfer documents together with the relevant share certificates at the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at or before 4:00 p.m. on Friday 25 January 2008. The address of Computershare Hong Kong Investor Services Limited is Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

(8) Shareholders or their proxies must present proof of their identities upon attending the EGM. Should a proxy be appointed, the proxy must also present copies of his/her Proxy Form, or copies of appointing instrument and power of attorney, if applicable.

• (9) The EGM is expected to last not more than one day. Shareholders or proxies attending the EGM are responsible for their own transportation and accommodation expenses.

* For identification purpose only