China BlueChemical : NOTICE OF H SHAREHOLDERS’ CLASS MEETING

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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)

NOTICE OF H SHAREHOLDERS' CLASS MEETING

NOTICE IS HEREBY GIVEN that the H shares shareholders' class meeting (''H Shareholders' Class Meeting'') of China BlueChemical Ltd. (the ''Company'') will be held at the Meeting Room, 3rd Floor, Kaikang CNOOC Mansion, No. 15 Sanqu, Anzhenxili, Chaoyang District, Beijing, the PRC on Tuesday, 31 May 2016 at 11 : 00 a.m. for the purpose of considering and, if thought fit, passing of the following special resolution:

By way of special resolution:

1. The board of directors of the Company (the ''Board'') be and is hereby granted, during the Relevant Period (as defined in paragraph (c) below), a general mandate to repurchase overseas listed foreign shares of the Company (the ''H Shares''):

   
   

   ''THAT:

   
   

2. by reference to market conditions and in accordance with needs of the Company, repurchase the H Shares not exceeding 10% of the number of the H Shares in issue and having not been repurchased at the time when this resolution is passed at annual general meeting and the relevant resolutions are passed at class meetings of shareholders;

   
   

3. the Board be authorised to (including but not limited to the following):

   
   

4. determine detailed repurchase plan, including but not limited to repurchase price, number of shares to repurchase, timing of repurchase and period of repurchase, etc.;

   
   

5. open overseas share accounts and carry out the foreign exchange approval and the foreign exchange change registration procedures in relation to transmission of repurchase fund overseas;

   
   

6. carry out cancellation procedures for repurchased shares, reduce registered capital of the Company in order to reflect the amount of shares repurchased in accordance with the authorisation received by the Board under paragraph (a) of this special resolution and make corresponding amendments to the articles of association of the Company as it thought fit and necessary in order to reflect the reduction of the registered capital of the Company and carry out any other necessary actions and deal with any necessary matters in order to repurchase relevant shares in accordance with paragraph (a) of this special resolution.

7. For the purposes of this special resolution, ''Relevant Period'' means the period from the passing of this special resolution until the earliest of:

   
   

8. the conclusion of the annual general meeting of the Company for 2016;

   
   

9. the expiration of the 12-months period following the passing of this special resolution at the 2015 annual general meeting of the Company and the passing of the relevant resolution by the shareholders of the Company at their respective class meeting; or

   
   

10. the date on which the authority conferred to the Board by this special resolution is revoked or varied by a special resolution of shareholders at a general meeting, or a special resolution of shareholders at their respective class meeting,




except where the Board has resolved to repurchase H Shares during the Relevant Period and such share repurchase plan may have to be continued or implemented after the Relevant Period.''




By order of the Board

China BlueChemical Ltd.* Quan Changsheng

Company Secretary




Beijing, the PRC 16 April 2016

As at the date of this announcement, the executive director of the Company is Mr. Wang Hui, the non-executive directors of the Company are Mr. Li Hui, Mr. Zhou Dechun and Mr. Zhu Lei, and the independent non-executive directors of the Company are Ms. Lee Kit Ying, Mr. Lee Kwan Hung and Mr. Zhou Hongjun.




* For identification purpose only Notes:

1. In order to determine the list of the H share shareholders of the Company (the ''H Shareholders'') who are entitled to attend and vote at the H Shareholders' Class Meeting, the register of members will be closed from 2 May 2016 to 31 May 2016 (both days inclusive), during which no transfer of shares will be effected. In order to qualify for attendance at the H Shareholders' Class Meeting, all instruments of transfer, accompanied by the relevant H share certificates, must be lodged with the Hong Kong share registrar for H Shares, Computershare Hong Kong Investor Services Limited at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not later than 4 : 30 p.m. on 29 April 2016. H Shareholders of the Company whose names appear on the register of members of the Company on 31 May 2016 are entitled to attend the H Shareholders' Class Meeting.

   
   

2. An H Shareholder entitled to attend and vote at the H Shareholders' Class Meeting may appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company. Where a shareholder has appointed more than one proxy to attend the H Shareholders' Class Meeting, such proxies may only vote on a poll.

   
   

   The instrument appointing a proxy must be in writing under the hand of a shareholder or his attorney duly authorised in writing. If the shareholder is a corporation, that instrument must be either under its common seal or under the hand of its attorney or duly authorised attorney(s). If that instrument is signed by an attorney of the shareholder, the power of attorney authorising that attorney to sign or other authorisation document must be notarised.

   In order to be valid, in respect of the H Shares, the proxy form together with the power of attorney or other authorisation document (if any) must be lodged at the Company's H Share Registrar ) not less than 24 hours before the time fixed for holding the H Shareholder's Class Meeting by holders of H Shares. Completion and return of the proxy form will not preclude an H Shareholder from attending and voting in person at the H Shareholders' Class Meeting if she/he so wishes. The H Share Registrar of the Company is Computershare Hong Kong Investor Services Limited, whose address is 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.

   
   

3. H Shareholders who intend to attend the H Shares Shareholders' Class Meeting in person or by proxy should return the reply slip in person, by post or by fax to Computershare Hong Kong Investor Services Limited on or before Wednesday, 11 May 2016. The address of Computershare Hong Kong Investor Services Limited is 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.

   
   

4. H Shareholders or their proxy must present proof of their identities upon attending the H Shareholders' Class Meeting. Should a proxy be appointed, the proxy must also present copies of his/her proxy form, or copies of appointing instrument and power of attorney, if applicable.

   
   

5. The H Shareholders' Class Meeting is expected to last not more than one day. H Shareholders or proxies attending the H Shareholders' Class Meeting are responsible for their own transportation and accommodation expenses.