Terms of Reference for Audit Committee

1. INTRODUCTIONAUDIT COMMITTEETERMS OF REFERENCE1.1 The Listing Manual (the “Listing Manual”) of the Singapore ExchangeSecurities Trading Limited (“SGX-ST”), Singapore Code of CorporateGovernance 2012 (the “CCG”), the Companies Act (Chapter 50 of Singapore)(the “Act”) and the Rules Governing the Listing of Securities (the “ListingRules”) on The Stock Exchange of Hong Kong Limited (“SEHK”) require everylisted company to establish an Audit Committee (“AC”), which report to theboard of directors of the listed company.1.2 This Charter of the AC sets out the terms of reference (the “Terms ofReference”) of the AC of China XLX Fertiliser Ltd. (the “Company”), includingits authority and duties as well as the procedures regulating the conduct of itsmeeting.1.3 The overall objective of the AC is to ensure that the management of theCompany (the “Management”) has created and maintained an effective controlenvironment in the Company, and that Management demonstrates and stimulatesthe necessary respect of the internal control structure among all parties.2. COMPOSITION2.1 The AC shall be appointed by the board of directors of the Company (the“Board”) from among the members of the Board.2.2 The AC is required to have at least three members, all of whom have tobe non-executive and the majority, including the chairman of the AC (the“Chairman”), have to be independent.2.3 The AC should have broad business experience, knowledge of the operations,finance and auditing procedures of the Company and its subsidiaries (the“Group”) with at least two members, including the Chairman, having accountingor related financial management expertise or experience as the Board mayinterpret at its business judgement in accordance with the requirements of theListing Rules and the Listing Manual from time to time.– 2 –