China XLX Fertiliser Ltd. — Proxy Solicitation & Information Statement 2017

Apr 13, 2017

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

PROXY FORM

(Please see notes overleaf before completing this form)

I/We[1] , of

(Name) (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 ANNUAL GENERAL MEETING , or[3&4:]

Name	Address	Passport No./ Identifcation Card No.	Proportion of shareholdings to be represented by proxy	Proportion of shareholdings to be represented by proxy
			No. of Shares	%
and/or (delete as appropriate)
Name	Address	Passport No./ Identifcation Card No.	Proportion of shareholdings to be represented by proxy
			No. of Shares	%

as my/our proxy/proxies to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at Caine Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on 22 May 2017 at 10:00 a.m. and at any adjournment thereof.

I/We direct my/our proxy/proxies to vote for or against the Ordinary Resolutions to be proposed at the Annual 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 Annual General Meeting and at any adjournment thereof.

Please indicate your vote “For” or “Against” with a tick [ 3 ] within the box provided.

No.		Ordinary Resolutions	Ordinary Resolutions		For5&6	Against5&6
1.		To receive and adopt the audited consolidated financial statements of the Company and the directors’ statement and auditor’s report for the year ended 31 December 2016.
2.		To declare a fnal dividend of RMB0.04 per ordinary share of the Company for the year ended 31 December 2016.
3.		To approve directors’ fees of S$160,000 for the year ended 31 December 2016 to be divisible among the directors of the Company as they may agree.
4.		To re-elect Ms. Yan Yunhua, a director retiring under Article 89 of the Constitution of the Company, as an executive director of the Company.
5.		To re-elect Mr. Lian Jie, a director retiring under Article 89 of the Constitution of the Company, as a non-executive director of the Company.
6.		To re-elect Mr. Ong Kian Guan, a director retiring under Article 89 of the Constitution of the Company, as an independent non-executive director of the Company.
7.		To re-appoint Ernst & Young LLP as auditor of the Company and to authorise the board of directors to fx the auditor’s remuneration.
8.		To grant the general mandate to the directors of the Company to repurchase the Company’s shares pursuant to Section 76E of the Companies Act and the Hong Kong Listing Rules, and by the aggregate number of shares and on the terms as set out in ordinary resolution no. 8 in the notice convening the Annual General Meeting (the “Buyback Mandate”).
9.		To grant the general mandate to the directors of the Company to allot, issue and deal with the Company’s shares pursuant to Section 161 of the Companies Act and the Hong Kong Listing Rules, and by the aggregate number of shares and on the terms as set out in ordinary resolution no. 9 in the notice convening the Annual General Meeting (the “Issue Mandate”).
10.		Conditional upon the passing of ordinary resolutions nos. 8 and 9, to extend the Issue Mandate granted to the directors of the Company to allot, issue and deal with the Company’s shares by the number of shares repurchased by the Company under the Buyback Mandate.
Dated this	day of		2017.
					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 Annual General Meeting is entitled to appoint more than one person as his/her/its proxy to attend and vote instead of him/her/it. The proxy need not be a member of the Company.

4. If any proxy other than the Chairman of the Annual General Meeting is preferred, strike out the words “ THE CHAIRMAN OF THE ANNUAL 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 ANNUAL GENERAL 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 on his/her/its behalf at the Annual General Meeting. 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 RESOLUTION, TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, 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 Annual General Meeting other than those referred to in the notice convening the Annual General Meeting.

6. All resolutions will be put to vote by way of poll at the Annual General Meeting. Every member of the Company present in person (in the case of a member being a corporation, by its duly authorised 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 authorised 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 under which it is signed or a certified copy of that letter or power of attorney, must be deposited at the Company’s Hong Kong Share Transfer Agent and Branch Share Registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time scheduled for the holding of the Annual General Meeting (i.e., not later than 10:00 a.m. on 20 May 2017) 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 Annual General Meeting and, in such event, the form of proxy shall be deemed to be revoked.

11. All times and dates referred to in this Proxy Form refer to Hong Kong times and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Annual General Meeting of the Company (the “ Purposes ”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company’s Hong Kong Share Transfer Agent and Branch Share Registrar, Tricor Investor Services Limited, at the above address.