China XLX Fertiliser Ltd

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NOTICE OF ANNUAL GENERAL MEETINGNOTICE IS HEREBY GIVEN that the Third Annual General Meeting of the Company will be held at Connection1, Level 3 Amara Hotel, 165 Tanjong Pagar Road, Singapore 088539, on Monday, 27 April 2009 at 10.30 a.m., totransact the following businesses: -Ordinary Business1. To receive and adopt the Directors’ Report and Audited Financial Statements for the financial year ended 31December 2008 and the Auditors Report thereon. (Resolution 1)2. To declare a final dividend of 1.6 Singapore cents per ordinary share in respect of the financial year ended31 December 2008. (Resolution 2)3. To approve Directors’ Fees of RMB 8.6 million for the year ended 31 December 2008. (Resolution 3)4. To re-elect Mr Li Buwen, a Director retiring under Article 89 of the Articles of Association of the Company.(Resolution 4)5. To re-elect Madam Yan Yunhua, a Director retiring under Article 89 of the Articles of Association of theCompany. (Resolution 5)6. To re-appoint Ernst & Young LLP as Auditors of the Company and to authorise the Directors to fix theirremuneration. (Resolution 6)As Special BusinessTo consider, and if thought fit, to pass the following Ordinary Resolutions (with or without amendments): -7 (a). “That pursuant to Section 161 of the Companies Act, and the listing rules of the SGX-ST, approval be and ishereby given to the Directors of the Company at any time to such persons and upon such terms and for suchpurposes as the Directors may in their absolute discretion deem fit, to:(i)(ii)(iii)issue shares in the capital of the Company whether by way of rights, bonus or otherwise;make or grant offers, agreements or options that might or would require shares to be issued orother transferable rights to subscribe for or purchase shares (collectively, “Instruments”) including butnot limited to the creation and issue of warrants, debentures or other instruments convertible intoshares;issue additional Instruments arising from adjustments made to the number of Instruments previouslyissued in the event of rights, bonus or capitalisation issues; and(b)(notwithstanding the authority conferred by the shareholders may have ceased to be in force) issue sharesin pursuance of any Instrument made or granted by the Directors while the authority was in force,Annual Report 200890
NOTICE OF ANNUAL GENERAL MEETINGprovided always that(i)the aggregate number of shares to be issued pursuant to this resolution (including shares to beissued in pursuance of Instruments made or granted pursuant to this resolution) does not exceed50% of the total number of issued shares excluding treasury shares, of which the aggregate numberof shares (including shares to be issued in pursuance of Instruments made or granted pursuant tothis Resolution) to be issued other than on a pro rata basis to shareholders of the Company does notexceed 20% of the total number of issued shares excluding treasury shares, and for the purpose ofthis resolution, the total number of issued shares excluding treasury shares shall be the Company’stotal number of issued shares excluding treasury shares at the time this resolution is passed, afteradjusting for;(a)(b)(c)new shares arising from the conversion or exercise of convertible securities, ornew shares arising from exercising share options or vesting of share awards outstanding orsubsisting at the time this resolution is passed provided the options or awards were granted incompliance with Part VIII of Chapter 8 of the Listing Manual of the SGX-ST, andany subsequent bonus issue, consolidation or subdivision of the Company’s shares,(ii)(iii)the 50 per cent. limit in sub-paragraph (i) above may be increased to 100% for issues of shares and/orInstruments by way of a renounceable rights issue where shareholders of the Company are entitledto participate in the same on a pro-rata basis; andsuch authority shall, unless revoked or varied by the Company at a general meeting, continue inforce until the conclusion of the next annual general meeting or the date by which the next annualgeneral meeting of the Company is required by law to be held, whichever is the earlier.”(Resolution 7)[See Explanatory Note 1]8. “That subject to and conditional upon the passing of Resolution 7 above, approval be and is hereby givento the directors of the Company at any time to issue shares (other than on a pro-rata basis to shareholdersof the Company) at an issue price for each share which shall be determined by the directors of the Companyin their absolute discretion provided that such price shall not represent a discount of more than 20 per cent.to the weighted average price of a share for trades done on the SGX-ST (as determined in accordance withthe requirements of SGX-ST).” (Resolution 8)[See Explanatory Note 2]9. To transact any other business that may be transacted at an Annual General Meeting.By Order of the BoardMs Foo Soon SooMr Jeremy Cheah Soon AnnJoint Company SecretariesSingapore, 11 April 2009China XLX Fertiliser Ltd.91
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China XLXFertiliser Ltd.annual repo
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ChinaXLXFertiliser Ltd.ureacompound
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will still remain a necessity with
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Agriculture forms thefoundation of
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OUR PRODUCTSFruits ofour LaborAll o
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Compound fertilisers can be categor
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Financial SnapshotRMB Million FY 20
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OUR DISTRIBUTION NETWORK13
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Third plant near completion with 40
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Social ResponsibilityTesting of soi
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Sewage treatment 污水处理FGD
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2003 with a Degree in Accountancy.
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Corporate InformationBoard of Direc
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CORPORATE GOVERNANCE REPORTThe foll
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CORPORATE GOVERNANCE REPORTThe Arti
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CORPORATE GOVERNANCE REPORTThe Exec
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CORPORATE GOVERNANCE REPORTThe Audi
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CORPORATE GOVERNANCE REPORTDealing
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DIRECTORS’ REPORTBy virtue of Sec
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STATEMENT BY DIRECTORSWe, Liu Xingx
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China XLX Fertiliser Ltd

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