China XLX Fertiliser Ltd. — Proxy Solicitation & Information Statement 2013

Apr 3, 2013

CHINA XLX FERTILISER LTD. 中國心連心化肥有限公司[*] (Incorporated in Singapore on 17 July 2006) (Company Registration No. 200610384G) Hong Kong Stock Code: 1866 Singapore Stock Code: B9R

IMPORTANT This proxy form is for use by Attendance of Shareholders registered under the Hong Kong Branch Share Register

PROXY FORM

(Please see notes overleaf before completing this Form)

I/We[1] ,

(Name)

of

(Address) being a member/members of CHINA XLX FERTILISER LTD. (the “ Company ”), and the registered holder(s) of shares[2] in the capital of the Company, hereby appoint THE CHAIRMAN OF THE EXTRAORDINARY GENERAL MEETING, or[3&4] :

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----- Start of picture text ----- Name Address NRIC/HKID/ Proportion ofPassport Number shareholdings to berepresented byproxy (%)and/or [delete as appropriate]Name Address NRIC/HKID/ Proportion ofPassport Number shareholdings to berepresented byproxy (%)----- End of picture text -----

as my/our proxy/proxies to vote for me/us on my/our behalf at the Extraordinary General Meeting of the Company to be held at Lotus Room, Level 5, Peninsula Tower, Peninsula Excelsior Hotel, 5 Coleman Street, Singapore 179805 on Friday, 26 April 2013 at 1:45 p.m. (or immediately after the conclusion or adjournment of the annual general meeting of the Company convened at the same place and date at 1:30 p.m.) and at any adjournment thereof.

I/We direct my/our proxy/proxies to vote for or against the Ordinary Resolution to be proposed at the Extraordinary General Meeting as indicated hereunder. If no specific directions as to voting are given, the proxy/proxies will vote or abstain from voting at his/her/their discretion, as he/she/they will on any other matter arising at the Extraordinary General Meeting and at any adjournment thereof.

Please indicate your vote “For” or “Against” with a tick [ � ] within the box provided.

Ordinary Resolution For[5] Against[5] To (a) approve the proposed renewal of the Share Buy-Back Mandate and (b) authorise any Director to do such acts and things to give effect to the mandate. Dated this day of 2013. Total Number of Shares Held

Signature(s) of Member(s)/Common Seal[7]

• for identification purpose only

Notes:

1. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS .

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

3. Any member of the Company entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint another person as his/her/is proxy to attend and vote instead of him/her/it. The proxy need not be a member of the Company but must attend the Extraordinary General Meeting in person to represent the member.

4. If any proxy other than the Chairman of the Extraordinary General Meeting is preferred, strike out the words “THE CHAIRMAN OF THE EXTRAORDINARY GENERAL MEETING” and insert the name and address of the proxy desired in the space provided. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. A member of the Company who is the holder of two or more shares shall be entitled to appoint more than one proxy to attend and vote his/her/its behalf at the Extraordinary General Meeting provided that if more than one proxy is appointed. Where a member appoints more than one proxy, the member shall specify the proportion of his/her/its shares to be represented by each such proxy, failing which the nomination shall be deemed to be alternative. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “AGAINST”. Failure to complete any or all the boxes will entitle your proxy to cast his/her votes at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Extraordinary General Meeting other than those referred to in the notice convening the Extraordinary General Meeting.

6. All resolutions will be put to vote by way of poll at the Extraordinary General Meeting. Every member of the Company presents in person (in the case of a member being a corporation, by its duly authorized representative) or by proxy shall have one vote for every fully paid share of which he/she/it is the holder. A person entitled to more than one vote need not use all his/her votes or cast all the votes he/she uses in the same way and in such cases, please state the relevant number of shares in the appropriate box(es) above.

7. 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 executed under its common seal or signed on its behalf by an attorney duly authorised in writing or a duly authorised officer of the corporation.

8. To be valid, this form of proxy, together with the letter or power of attorney or other authority (if any) under which it is signed or a certified copy of that letter or power of attorney or authority, must be deposited at the office of the Company’s Hong Kong Share Transfer Agent and Branch Share Registrar, Tricor Investor Services Limited of 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for the Extraordinary General Meeting or any adjournment thereof.

9. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names of the joint holders stand in the Register of members of the Company in respect of the joint holding.

10. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Extraordinary General Meeting and the form of proxy shall be deemed to be revoked.