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China BlueChemical Ltd. : PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

03/21/2013 | 05:10pm US/Eastern
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 3983)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

On 21 March 2013, the Board of the Company resolved to, among other things, propose to seek the approval from the shareholders at the 2012 annual general meeting to amend the Articles.
The proposed amendments to the Articles are to align the scope of business of the Company as specified in the Articles in accordance with the Company's actual business conditions and in line with the regulatory requirements currently in force, which is in the best interests of the Company and the shareholders as a whole.
The above proposal is subject to the approval by the shareholders of the Company at the
2012 annual general meeting and the approval and permission by the relevant government and regulatory authorities in the People's Republic of China.
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
On 21 March 2013, the Board of Directors (the ''Board'') of China BlueChemical Ltd. (the
''Company'') resolved to, among other things, propose to seek the approval from the shareholders at the 2012 annual general meeting to amend the articles of association of the Company (the ''Articles'').
The proposed amendments to the Articles are to align the scope of business of the Company as specified in the Articles in accordance with the Company's actual business conditions and in line with the regulatory requirements currently in force, which is in the best interests of the Company and the shareholders as a whole.
The proposed amendments to the Articles shall come into effect upon (i) the passing of a special resolution at the 2012 annual general meeting to approve the amendments; and (ii) obtaining the approval and permission by the relevant government and regulatory authorities in the People's Republic of China.
The Company confirms that the proposed amendments to the Articles will not affect the existing business and operation of the Company and its subsidiaries.
The Articles are written in Chinese without an official English version. Therefore, any English translation is for reference only. In case of inconsistency, the Chinese version shall prevail.
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Details of the proposed amendments to the Articles are as follows:
The original Article 12 which provides that:
The scope of business of the Company shall be limited to the scope of business approved by the company registration authority.
The scope of business of the Company shall include: development, production and sale of fertilisers and chemical products; import and export trading of fertilisers, chemical raw materials and products; processing and handling of crude oil and natural gas and sale of related products (operating under permit); development, production and sale of plastic products; sale of chemical raw materials and spare parts; inspection and repair of mechanical and electrical equipment; technical service of agricultural fertilisers (subject to the relevant requirements of the State for matters involving special approvals, such as quotas and permits).
The Company may adjust its investment directions, scope and format of business timely in response to domestic and international market trends, business development requirements and its own development capability, subject to resolutions of general meetings and approvals of relevant government authorities.
is hereby amended as follows:
The scope of business of the Company shall be limited to the scope of business approved by the company registration authority.
The scope of business of the Company shall include: production and sale of urea, liquid ammonia, methanol, and formaldehyde; import and export trading and domestic trading of sulphur; export and domestic trading of urea, ammonium sulphate, ammonium phosphate (monoammonium phosphate, diammonium phosphate), calcium superphosphate, ammonium chloride and ammonium bicarbonate; sale of chemical raw materials and spare parts; inspection and maintenance of mechanical and electrical equipment; technical service in agrochemical field (pursuant to administrative permits if required).
The Company may adjust its scope of business from time to time in response to domestic and international market trends, business development requirements and its own development capability, subject to resolutions of general meetings and approvals of relevant government authorities.
GENERAL INFORMATION
A circular containing, among other things, further details of the proposed amendments to the
Articles will be dispatched to the shareholders as soon as practicable.
By order of the Board
China BlueChemical Ltd.* Quan Changsheng
Company Secretary
Hong Kong, the PRC
21 March 2013
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As a t the date ol this announccment. thc cxecutive Director is Afr. Yang Ycxin; the non-executive Director.' are Afr. U Hui, 1'vfr. Yang Shubo and 1'vfr. Zhu Lei; the independenl non-executive Directors are Mr. Gu Zongqin, Ms. Lee Kit Ying and Mr Lee Kwan Hung.

* For idenllfication purpose only.

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