China XLX Fertiliser Ltd

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DIRECTORS’ REPORTBy virtue of Section 7 of the Singapore Companies Act, Cap. 50, Liu Xingxu and Yan Yunhua are deemed to haveinterests in the 343,376,000 shares and 280,944,000 shares of the Company registered in the name of Pioneer TopHoldings Limited and Go Power Investments Limited respectively.There was no change in any of the above-mentioned interests between the end of the financial year and 21January 2009.Except as disclosed in this report, no director who held offices at the end of the financial year had interests inshares, share options, warrants or debentures of the Company, or of related corporations, either at the beginningor at the end of the financial year.Directors’ contractual benefitsExcept as disclosed in the financial statements, since the end of the previous financial year, no director of theCompany has received or become entitled to receive a benefit by reason of a contract made by the Company ora related corporation with the director, or with a firm of which the director is a member, or with a company inwhich the director has a substantial financial interest.OptionsNo options were issued by the Company or its subsidiary during the financial year. As at 31 December 2008, therewere no options on the unissued shares of the Company or its subsidiary which are outstanding.Audit CommitteeThe Audit Committee (“AC”) carried out its functions in accordance with Section 201B(5) of the SingaporeCompanies Act, Cap. 50, including the following:• Reviews the audit plans of the internal and external auditors of the Company, and reviews the internalauditors’ evaluation of the adequacy of the Company’s system of internal accounting controls and theassistance given by the Company’s management to the external and internal auditors;• Reviews the quarterly and annual financial statements and the auditors’ report on the annual financialstatements of the Company before their submission to the board of directors;• Reviews effectiveness of the Company’s material internal controls, including financial, operational andcompliance controls and risk management via reviews carried out by the internal auditors;• Meets with the external auditors, other committees, and management in separate executive sessions todiscuss any matters that these groups believe should be discussed privately with the AC;• Reviews legal and regulatory matters that may have a material impact on the financial statements, relatedcompliance policies and programmes and any reports received from regulators;• Reviews the cost effectiveness and the independence and objectivity of the external auditors;• Reviews the nature and extent of non-audit services provided by the external auditors;Annual Report 200836
DIRECTORS’ REPORT• Recommends to the board of directors the external auditors to be nominated, approves the compensationof the external auditors, and reviews the scope and results of the audit;• Reports actions and minutes of the AC to the board of directors with such recommendations as the ACconsiders appropriate; and• Reviews interested person transactions in accordance with the requirements of the Singapore ExchangeSecurities Trading Limited (SGX-ST)’s Listing Manual.The AC, having reviewed all non-audit services provided by the external auditors of the Company, is satisfied thatthe nature and extent of such services would not affect the independence of the external auditors. The AC has alsoconducted a review of interested person transactions.The AC convened five meetings during the year with full attendance from all members. The AC has also met withinternal and external auditors, without the presence of the Company’s management, at least once a year.Further details regarding the AC are disclosed in the Report on Corporate Governance.AuditorsErnst & Young LLP have expressed their willingness to accept reappointment as auditors.On behalf of the board of directors:Liu XingxuDirectorYan YunhuaDirector31 March 2009China XLX Fertiliser Ltd.37
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Page 5 and 6: will still remain a necessity with
Page 7 and 8: Agriculture forms thefoundation of
Page 9 and 10: OUR PRODUCTSFruits ofour LaborAll o
Page 11 and 12: Compound fertilisers can be categor
Page 13 and 14: Financial SnapshotRMB Million FY 20
Page 15 and 16: OUR DISTRIBUTION NETWORK13
Page 17 and 18: Third plant near completion with 40
Page 19 and 20: Social ResponsibilityTesting of soi
Page 21 and 22: Sewage treatment 污水处理FGD
Page 23 and 24: 2003 with a Degree in Accountancy.
Page 25: Corporate InformationBoard of Direc
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Page 36 and 37: CORPORATE GOVERNANCE REPORTDealing
Page 40 and 41: STATEMENT BY DIRECTORSWe, Liu Xingx
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Page 44 and 45: BALANCE SHEETSas at 31 December 200
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NOTES TO THE FINANCIAL STATEMENTS31
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STATISTICS OF SHAREHOLDINGSas at 17
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NOTICE OF ANNUAL GENERAL MEETINGNOT
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NOTICE OF ANNUAL GENERAL MEETINGExp
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Notes:1. A member shall not be enti
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China XLX Fertiliser Ltd

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