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China XLX Fertiliser Ltd. : OVERSEAS REGULATORY ANNOUNCEMENT

03/01/2013 | 09:12pm US/Eastern

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.

CHINA XLX FERTILISER LTD.

*

(Incorporated in Singapore with limited liability)

(Hong Kong Stock Code: 1866) (Singapore Stock Code: B9R)

OVERSEAS REGULATORY ANNOUNCEMENT

This overseas regulatory announcement is a reproduction of the announcement made by China XLX Fertiliser Ltd. (the "Company") for compliance with Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. Please refer to the attached announcement on the next page issued on the Singapore Exchange Securities Trading Limited on

1 March 2013.

By Order of the Board

China XLX Fertiliser Ltd.

Yan Yunhua

Executive Director & Chief Financial Officer

Hong Kong, 1 March 2013

As at the date of this announcement, the executive directors of the Company are Mr. Liu Xingxu, Ms. Yan Yunhua and Mr. Li Buwen; and the independent non-executive directors of the Company are Mr. Ong Kian Guan, Mr. Li Shengxiao and Mr. Ong Wei Jin; and the non-executive director of the Company is Mr. Lian Jie.

* for identification purpose only

DISCLOSURE OF INTEREST/CHANGES IN INTEREST OF DIRECTOR/CHIEF EXECUTIVE OFFICER Uke , O i o Il

* Asterisks denote mandatory information

Page l of l

Name of Announcer"

CHINA XLX FERTILISER LTD.

Company Registration No.

200610384G

Announcement submltted on behalf of

CHINA XLX FERTILISER LTD. CHINA XLX FERTILISER LTD.

Announcement is submitted with respect to"

CHINA XLX FERTILISER LTD. CHINA XLX FERTILISER LTD.

Announcement is submitted by*

Teo M_eng Keong

Designation *

Company Secretary '

Date & Time of Broadcast

01-Mar-2013 17:34:12

Announcement No.

00107

» ANNOUNCEMENT DETAILS

The details of the announcement start here

Person(s) giving notice * Director/Chief Executive Officer who may aIso be a substantial shareholder/unitholder

(Form 1)

Date of receipt of notlce by

Listed lssuer *

01-03-2013

Attachments <f' China_ XLX_Forml_LXX . pdf

Total size = 114K

(2048K size limlt recommended)

http://info.sgx.com/webcorannc.nsf/AnnouncementLast3Months/D63BB2EEOCFB8B l C48257B21 00349... 01/03/2013

SECURITIES ANO FUTURES ACT (CAP. 289) SECURITIES ANO FUTURES (OISCLOSURE OF INTERESTS) REGULATIONS 2012

NOTIFICATION FORM FOR DIRECTORICHIEF EXECUTIVE OFFICER

FORM

1

IN RESPECT OF INTERESTS IN SECURITIES (Eiectronic Fermat)


-- --

Explanatory Notes

- - -

1. Please read the explanatory notes carefully before completing this notification form.

2. This form is fora Director/Chief Executive Officer (''CEO") to give notice of his interests in the securities of the Listed lssuer under section 133, 137N or 137Y of the Securities and Futures Act (Cap. 289) (the "SFA"). Please note that the requirement to disclose interests in participatory interests applies onlyto a director and where the Listed lssuer is a Singapore-incorporated company.

3. This electronic Form 1 and a separate Form C, containing the particulars and contact details of the Director/GEO, must be completed by the Director/GEO or a person duly authorised by him to do so. The person so authorised should maintain records of information furnished to him by the Director/GEO.
4. This form and Form C, are to be completed electronically and sent to the Listed lssuer via an electronic medium such as an e-mail attachment. The Listed lssuer will attach both forms to the prescribed SGXNet announcement template far dissemination as required under section 137G(1), 137R(1) or 137ZC(1) of the SFA, as the case may be. While Form C will be attached to the announcement template, it will not be disseminated to the public and is made available only to the Monetary Authority of Singapore (the "Authority").
5. A single form may be used by a Director/GEO far more than one transaction resulting in notifiable obligations which occur within the same notifiable period (i.e. within two business days of/of becoming aware of, the earliest transaction). There must be no netting-off of two or more notifiable transactions even if they occur within the same day.
6. Ali applicable parts of the notification form must be completed. lf there is insufficient space for your answers, please include attachment(s) by clicking on the paper clip icon on the bottom left-hand corner or in item 3 of Part Il or item 1O of Part Ili. The total file size far ali attachment(s) should not exceed 1MB.
7. Except far item 4 of Part Ili, please select only one option from the relevant check boxes.
8. Please note that submission of any false or misleading information is an offence under Part VII of the SFA.
9. In this form, the term "Listed lssuer" refers to-
(a) a company incorporated in Singapore any or ali of the shares in which are listed far quotation on the official list of a securities exchange;
(b) a corporation (not being a company incorporated in Singapore, or a collective investment scheme constituted as a corporation) any or ali of the shares in which are listed far quotation on the official list of a securities exchange, such listing being a primary listing;
(c) a registered business trust (as defined in the Business Trusts Act (Cap. 31A)) any or ali of the units in which are listed for quotation on the official list of a securities exchange;
(d) a recognised business trust any or ali of the units in which are listed for quotation on the officiallist of a securities exchange, such listing being a primary listing; or
(e) a collective investment scheme that is a trust, that invests primarily in real estate and real estate­ related assets specified by the Authority in the Code on Collective lnvestment Schemes, and any or ali the units in which are listed for quotation on the officiallist of a securities exchange, such listing being a primary listing (''Real Estate lnvestment Trust").
10. Far further instructions and guidance on how to complete this notification form, please referto section 6 of the User Guide on Electronic Notification Forms which can be accessed at the Authority's Internet website at http://www.mas.gov.sg (under "Regulations and Financial Stability", "Regulations, Guidance and Licensing", "Securities, Futures and Fund Management", "Forms", "Disclosure of lnterests").

- - -

Part l - Generai

- -

1. Name of Listed lssuer:

ID-liNA XLX FERTILISER LTD.

2. Type of Listed lssuer:

0 Company/Corporation

D Registered/Recognised Business Trust

D Real Estate lnvestment Trust

3. Name of Director/GEO:

!uu XINGXU 1

4. ls the Director/GEO also a substantial shareholder/unitholder of the Listed lssuer?

0 Yes

D No

5. ls the Director/GEO notifying in respect of his interests in securities of, or made available by, the Listed lssuer at the time of his appointment?

D Yes (Piease proceed to complete Part Il)

0 No (Piease proceed to complete Part 111)

6 Date of notification to Listed lssuer:

ar_-_20_1_3--------------

r:oRM 1l[ Version 1 O ]/Effective Date [ 19 November 2012 ] Page 2 of 9

TransactionA O

- - --

1. Date of acquisition of or change in interest:

J 8· b-2013

2. Date on which Director/GEO became aware of the acquisition of, or change in, interest O

(if different from item 1 above, p/ease specify the date):

128-Feb-2013

3. Explanation (if the date of becoming aware is different from the date of acquisition of, or change in, interest):

4. Type of securities which are the subject of the transaction (more than one option may be chosen):

[{] Ordinary voting shares/units of Listed lssuer

D Other types of shares/units (excluding ordinary voting shares/units) of Listed lssuer

D Rights/Options/Warrants over shares/units of Listed lssuer

D Debentures of Listed lssuer

D Rights/Options over debentures of Listed lssuer

Contracts over shares of the Listed lssuer which Director/GEO is a party to, or under which he is

D entitled to a benefit, being contracts under which any person has a right to cali for orto make

delivery of shares in the Listed lssuer

D Participatory interests made available by Listed lssuer

D Others (please specify):

5, Number of shares, units, rights, options, warrants, participatory interests and/or principal amount/value of debentures or contracts acquired or disposed of by Director/GEO:

148,000

6. Amount of consideration paid or received by Director/GEO (excluding brokerage and stamp duties):

10.365 per share

FORM 1/[ Version 1 O ]/Effective Date [ 19 November 2012) Page 3 of o

7 Circumstance giving rise to the interest or change in interest: Acquisition of:

0 Securities via market transaction

D Securities via off-market transaction (e.g. married dea/s)

D Securities via physical settlement of derivatives or other securities

D Securities pursuant to rights issue

D Securities via a placement

D Securities following conversion/exercise of rights, options, warrants or other convertibles

Disposal of:

D Securities via market transaction

D Securities via off-market transaction (e.g. married deals)

Other circumstances :

D Acceptance of employee share options/share awards

D Vesting of share awards

D Exercise of employee share options

D Acceptance of take-over offer for Listed lssuer

D Corporate action by Listed lssuer (please specify):

D Others (p/ease specify):

8, Quantum of interests in securities held by Director/GEO before and after the transaction.

Please complete relevant table(s) below (for ex ampie, Tab/e 1 should be completed if the change retates to ordinary voting shares ofthe Listed /ssuer; Tab/e 4 should be completed ifthe change relates to debentures):

Table 1. Change in respect of ordinary voting shares/units of Listed lssuer

-

lmmediately before fhe transaction Direct lnterest Deemed lnterest Total

No. of ordinary voting shares/units held

600,000

348,766,000 349,366,000

As a percentage of total no. of ordinary voting shares/units: @

0.06 34.88 34.94

lmmediate/y after the transaction Direct lnterest Deemed lnterest Total

No. of ordinary voting shares/units held:

--- -

600,000 348,914,000

349,514,000

l ll"M 1 i[ Vcr si or r 1 O Jil'::tb:livo D<rtc [ Hl NoverniJcr 20 12 J

As a percentage of total no. of ordinary voting shares/units: 0

0.06

34.89

34.95

9 Circumstances giving rise to deemed interests (if the interest is such):

[You may attach a chart(s) in item 10 to illustrate how the Director/CEO's deemed interest, as set out in item 8 tables 1 to 8, arises]

-M-r-L-iu-X-in-g--Xu-b-e-n-e-fi-ci-a-lly-o-w-n-s-l-)p-p-ro-x-im-a-t-el-y-4-2%--in-t-er-e-s-t i-n-P-io-n-e-er-T-o-p-H-o-ld-i-ng-s-L-im--lt-e-d -(t-he--"P-io-n-e-e-r T·o-p-"),

$1.1bstantialshareholder of the Company, with the remaining 58% heldIn trust by Mr Liu Xlng Xu for the benefkl ries. Mr Liu Xing Xu has the absolute discretion to exercise the voting rights held by Pioneer Top in the leomp ny, thus he is deemed to be interested in the shares held by PioneerTop through the registered holder of HIKSCC Nominees Limited.

1O, Attachments (if any): O

cf) (The total file size far al/ attachment(s) should not exceed 1MB.)

11 lf this is an amendment of an earlier notification, please provide:

(a) 5-digit SGXNet announcement number of the first notification which was announced on

SGXNet (the "lnitial Announcement"):

Ll l l l l

(b) Date of the lnitial Announcement:

(c) 15-digit transaction reference number of the relevant transaction in the Form 1 which was attached in the lnitial Announcement:

l l l l l l l l ' l l l l l l l

12. Remarks (if any):

fhe percentage of issued share capitai before and after the change is calculated based on the issued share capitai

pr 1,ooo,ooo,ooo ordinary shares.

Transaction Reference Number (auto-generated):

1 219!1i919 G I3141 11 3 l 4121sl4 l ?J

FORM 11[ Vers1on 1 O j/Effcctive Date [ 19 November 2012] Page 5 or 9

TransactionB 8

1. Date of acquisition of or change in interest:

lo1-Mar-2013 l

2 Date on which Director/GEO became aware of the acquisition of, or change in, interest @

(if different from item 1 above, p/ease specify the date):

1-Mar-2013

3, Explanation (if the date of becoming aware is different from the date of acquisition of, or change in, interest):

N/A

4. Type of securities which are the subject of the transaction (more than one option may be chosen):

12] Ordinary voting shares/units of Listed lssuer

D Other types of shares/units (exc/uding ordinary voting shareslunits) of Listed lssuer

D Rights/Options/Warrants over shares/units of Listed lssuer

D Debentures of Listed lssuer

D Rights/Options over debentures of Listed lssuer

Contracts over shares of the Listed lssuer which Director/CEO is a party to, or under which he is

D entitled to a benefit, being contracts under which any person has a right to cali for orto make

delivery of shares in the Listed lssuer

D Participatory interests made available by Listed lssuer

D Others (p/ease specify):

5. Number of shares, units, rights, options, warrants, participatory interests and/or principal amounUvalue of debentures or contracts acquired or disposed of by Director/GEO:

l :1) 000

6. Amount of consideration paid or received by Director/GEO (excluding brokerage and stamp duties):

10.36 per share

l OlM 11[ Vrr si on 1 O ]/Effcctive Diile [ 19 November 2012 l Page 6 of 0

7. Circumstance giving rise to the interest or change in interest: Acquisition of:

[2] Securities via market transaction

D Securities via off-market transaction (e.g. married deals)

D Securities via physical settlement of derivatives or other securities

D Securities pursuant to rights issue

D Securities via a placement

D Securities following conversion/exercise of rights, options, warrants or other convertibles

Disposal of:

D Securities via market transaction

D Securities via off-market transaction (e.g. married dea/s)

Other circumstances :

D Acceptance of employee share options/share awards

D Vesting of share awards

D Exercise of employee share options

D Acceptance of take-over offer for Listed lssuer

D Corporate action by Listed lssuer (please specify):

D Others (please specify)·

8, Quantum of interests in securities held by Director/CEO before and after the transaction.
Please complete relevant table(s) below (for example, Table 1 should be completed ifthe change relates to ordinary voting shares of the Listed /ssuer; Tab/e 4 should be completed if the change relates to debentures):
Table 1. Change in respect of ordinary voting shares/units of Listed lssuer

lmmediately before the transaction Direct lnterest Deemed lnterest Total

No. of ordinary voting shares/units held

600,000

348,914,000 349,514,000

As a percentage of total no. of ordinary voting shares/units: @

0.06 34.89 34.95

-

, lmmediate/y after the transaction Ql(ect /nterest Deemed lnterest Total

- -- -

600,000 349,219,000 349,819,000

No. of ordinary voting shares/units held:

l ORM 1 i[ Vors1on 1 O ]/Eflectivc Date 1 19 Novc1nbcr 2012] 1-'nw· i of )


As a percentage of total no. of ordinary voting shares/units: 0

0.06

34.92 34.98

9. Circumstances giving rise to deemed interests (if the interest is such):

[You may attach a chart(s) in item 10 to illustrate how the Director!CEO's deemed interest, as set out in item 8 tables 1 to 8, arises]

,...---

Mr Liu Xing Xu beneficially owns approximately 42% lnterest In Pioneer Top Holdings Limited (the "Pioneer Top"),

substantial shareholder of the Company, with the remainlng 58% held f n trust by Mr Liu Xing Xu for the beneficiaries. Mr Liu Xlng Xu has the absolute discretion to exercise the voting rights held by Ploneer Top in the Company, thus he is deemed to be interested in the shares held by Pioneer Top through the registered holder of HKSCC Nominees Limited.

1O. Attachments (if any): O

(The total file size forali attachment(s) shou/d not exceed 1MB.)

11. lf this is an amendment of an earlier notification, please provide:

(a) 5-digit SGXNet announcement number of the first notification which was announced on

SGXNet (the "lnitial Announcement"):

l l l l l l

(b) Date of the lnitial Announcement.

l

(c) 15-digit transaction reference number of the relevant transaction in the Form 1 which was

attached in the lnitial Announcement:

LJ l l l l .l ' r. [ l l l l l l

12. Remarks (if any):

f ile percentage o-f -is-su-e-d-s-h-a-re-c-a-pi-ta-i -be-f-or-e-a-n-d-a-fte-r-t-h-e -ch-a-n-g-e-is-c-a-lc-u-la-te-d-based on the issued sh re capitai

ol 1,000,000,000 ordinary shct res.

Transaction Reference Number (auto-generateci):

1 41sl711l ll3 I l l41313131 sl9141 l r

ltem 13 is to be completed by an individuai submitting this notification form an behalf of the Director/GEO.

13. Particulars of Individuai submitting this notification form to the Listed lssuer: (a) Name of Individuai:

l

I·O"M 1il Ve1sion 1 O ]IEffec!IVC D;,te [19 Novcmber 2012] Pil le 8 o! H

(b) Designation (if applicable);

(c) Name of entity (if applicab/e)·

FORM 1/[ Version 1 O ]/Effective Date [19 November 2012] P age 9 of 9

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