China XLX Fertiliser : PROXY FORM

*

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(Incorporated in Singapore on 17 July 2006) (Company Registration No. 200610384G) Hong Kong Stock Code: 1866

Singapore Stock Code: B9R

(Please see notes overleaf before completing this Form)

Th䦘is proxy form is for use by Attendance of Shareholders registered under

the Hong Kong Branch Share Register.

I/We1,

of

being a member/members of CHINA XLX FERTILISER LTD. (the "Company"), and the registered holder(s)
of
shares2 in the capital of the Company, hereby appoint THE CHAIRMAN OF THE ANNUAL GENERAL MEETING, or3&4:

and/or [delete as appropriate]

as my/our proxy/proxies to vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held at Lotus Room, Level 5, Peninsula

Tower, Peninsula Excelsior Hotel, 5 Coleman Street, Singapore 179805 on Thursday, 24 April 2014 at 1:30 p.m. and at any adjournment thereof.

I/We direct my/our proxy/proxies to vote for or against the Ordinary Resolutions to be proposed at the Annual General Meeting as indicated hereunder. If no specific directions as to voting are given, the proxy/proxies will vote or abstain from voting at his/her/their discretion, as he/she/they will on any other matter arising at the Annual General Meeting and at any adjournment thereof.

Dated this day of 2014.

Signature(s) of Member(s)/Common Seal7

* for identification purpose only

1. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS.
2. Please insert the number of shares of the Company registered in your name(s) and to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).
3. Any member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint another person as his/her/is proxy to attend and vote instead of him/her/it. The proxy need not be a member of the Company but must attend the Annual General Meeting in person to represent the member.
4. If any proxy other than the Chairman of the Annual General Meeting is preferred, strike out the words "THE CHAIRMAN OF THE ANNUAL GENERAL MEETING" and insert the name and address of the proxy desired in the space provided. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. A member of the Company who is the holder of two or more shares shall be entitled to appoint more than one proxy to attend and vote his/her/its behalf at the Annual General Meeting. Where a member appoints more than one proxy, the member shall specify the proportion of his/her/its shares to be represented by each such proxy, failing which the nomination shall be deemed to be alternative. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED "AGAINST". Failure to complete any or all the boxes will entitle your proxy to cast his/her votes at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Annual General Meeting other than those referred to in the notice convening the Annual General Meeting.
6. All resolutions will be put to vote by way of poll at the Annual General Meeting. Every member of the Company presents in person (in the case of a member being a corporation, by its duly authorized representative) or by proxy shall have one vote for every fully paid share of which he/she/it is the holder. A person entitled to more than one vote need not use all his/her votes or cast all the votes he/she uses in the same way and in such cases, please state the relevant number of shares in the appropriate box(es) above.
7. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or signed on its behalf by an attorney duly authorised in writing or a duly authorised officer of the corporation.
8. To be valid, this form of proxy, together with the letter or power of attorney or other authority (if any) under which it is signed or a certified copy of that letter or power of attorney or authority, to the Company's Hong Kong Share Transfer Agent and Branch Share Registrar, Tricor Investor Services Limited of 26/F, Tesbury Centre, 28 Queen's Road East, Wanchai, Hong Kong (which address will be changed to Level
22, Hopewell Centre, 183 Queen's Road East, Hong Kong with effect from 31 March 2014) not less than 48 hours before the time fixed for the Annual General Meeting or any adjournment thereof.
9. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names of the joint holders stand in the Register of members of the Company in respect of the joint holding.
10. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Annual General Meeting and the form of proxy shall be deemed to be revoked.

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