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China XLX Fertiliser Ltd. Proxy Solicitation & Information Statement 2012

May 31, 2012

14886_rns_2012-05-30_9be4144e-8a5c-4ad8-a90f-92b73a1ce590.pdf

Proxy Solicitation & Information Statement

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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 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 notice.

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(A limited liability company incorporated in the Republic of Singapore) (Company Registration No. 200610384G) Singapore Stock Code: B9R.SI Hong Kong Stock Code: 01866

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (“ EGM ”) of the Members of China XLX Fertiliser Ltd. (the “ Company ”) will be held at Amara Singapore Hotel, 165 Tanjong Pagar Road, Singapore 088539 on 26 June 2012 at 9 a.m. for the purpose of considering and, if thought fit, passing with or without any modifications the following ordinary resolutions:

THE PROPOSED CONSTRUCTION OF THE FIFTH PRODUCTION PLANT AND EXPANSION OF PRODUCTION CAPACITY OF THE COMPANY (THE “PROPOSED EXPANSION”)

That :

  • (a) approval be and is hereby given for the Company to carry out the proposed construction of the fifth production plant and expansion of its production capacity as details set out in the circular of the Company dated 31 May 2012 at an estimated cost of approximately RMB2.7 billion (or such higher cost or on such other terms as the Directors may decide, provided always that the Audit Committee of the Company is of the opinion that the Proposed Expansion is in the interests of the Group and is not prejudicial to the shareholders of the Company as a whole);

  • (b) the Directors be and are hereby authorized to enter into any negotiations, agreement, contract, document or carry out all other actions in connection with or arising from the Proposed Expansion.

By Order of the Board China XLX Fertiliser Ltd. Mr. Liu Xingxu Chief Executive Officer

Singapore, 31 May 2012

  • For identification purpose only

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Notes:

  1. A Member of the Company entitled to attend and vote at the above EGM may appoint more than one proxy to attend and vote instead of him. A proxy need not be a member and where there is more than one proxy, the proportion (expressed as a percentage of the whole) of his shareholding to be represented by each proxy must be stated.

  2. The instrument appointing a proxy shall, in the case of an individual, be signed by the appointer or his attorney, and in the case of a corporation shall be either under the common seal or signed by its attorney or an officer on behalf of the corporation.

  3. The instrument appointing a proxy must be deposited at the Share Registrar’s office of the Company at KCK CorpServe Pte. Ltd., 333 North Bridge Road, #08-00 KH KEA Building Singapore 188721 (for Singapore shareholders) or Tricor Investor Services Limited, 26/F Tesbury Centre, 28 Queen’s Road East, Hong Kong (for Hong Kong shareholders), not less than forty-eight (48) hours before the time for holding the EGM.

As at the date of notice, the executive Directors are Mr. Liu Xingxu, Ms. Yan Yunhua and Mr. Li Buwen; the non-executive Director is Mr. Lian Jie; and the independent non-executive Directors are Mr. Ong Kian Guan, Mr. Li Shengxiao and Mr. Ong Wei Jin.

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