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CHINA SANJIANG FINE CHEMICALS COMPANY LIMITED

中 國 三 江 精 細 化 工 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 2198)


NOTICE OF EXTRAORDINARY GENERAL MEETING


NOTICE IS HEREBY GIVEN that an extraordinary general meeting of China Sanjiang Fine Chemicals Company Limited (''Company'') will be held at 10 : 00 a.m. on 6 November 2015 at Room 1804, 18/F., Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong for the purpose of considering and, if thought fit, with or without amendments, passing the following resolution which will be proposed as an ordinary resolution:


ORDINARY RESOLUTION


  1. ''THAT:


  2. the Ethylene Supply Agreement (as defined in the circular of the Company dated 22 October 2015) dated 1 September 2015 and entered into between 三江化工有限公司 (Sanjiang Chemical Co. Ltd.*) (''Sanjiang Chemical''), 浙江三江化工新材料有限公司 (Zhejiang Sanjiang New Material Co., Ltd.*) (''Sanjiang New Material'') and 浙江興 興新能源科技有限公司 (Zhejiang Xing Xing New Energy Technology Co., Ltd.*)

    (''Xing Xing'') be and is hereby approved, confirmed and ratified; and


  3. the annual cap for three years ending 30 September 2018 for the transactions contemplated under the Ethylene Supply Agreement be and is hereby approved, confirmed and ratified.''


  4. ''THAT:


  5. the Nitrogen Supply Agreement (as defined in the circular of the Company dated 22 October 2015) dated 1 September 2015 and entered into between Sanjiang Chemical and Xing Xing be and is hereby approved, confirmed and ratified; and


  6. the annual cap for three years ending 30 September 2018 for the transactions contemplated under the Nitrogen Supply Agreement be and is hereby approved, confirmed and ratified.''

  7. ''THAT:


  8. the C-4 Purchase Agreement (as defined in the circular of the Company dated 22 October 2015) dated 1 September 2015 and entered into between Xing Xing and 浙江 美福石油化工有限責任公司 (Zhejiang Mei Fu Petrochemical Co., Ltd*) (''Mei Fu

    Petrochemical'') be and is hereby approved, confirmed and ratified; and


  9. the annual cap for the three years ending 30 September 2018 for the transactions contemplated under the C-4 Purchase Agreement be and is hereby approved, confirmed and ratified.''


  10. ''THAT:


  11. the Purchase Agreement (as defined in the circular of the Company dated 22 October 2015) dated 1 September 2015 and entered into between Xing Xing and Mei Fu Petrochemical be and is hereby approved, confirmed and ratified; and


  12. the considerations for the transactions contemplated under the Purchase Agreement be and is hereby approved, confirmed and ratified.''


    13. Yours faithfully,

    For and on behalf of the Board of

    China Sanjiang Fine Chemicals Company Limited GUAN Jianzhong

    Chairman and executive Director


    Hong Kong, 22 October 2015


    Registered office:

    Cricket Square, Hutchins Drive

    P.O. Box 2681

    Grand Cayman, KY1-1111 Cayman Islands

    Principal place of business in Hong Kong:

    Room 601-602, Infinitus Plaza 199 Des Voeux Road Central

    Sheung Wan Hong Kong

    Notes:


    1. A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or, if he is the holder of two or more shares, more than one proxy to attend and, subject to the provisions of the articles of the Company, vote in his stead. A proxy need not be a member of the Company.


    2. To be valid, the form of proxy together with a power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority must be deposited at the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 48 hours before the time of the above meeting or any adjourned meeting.


    3. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the above meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.


    4. In the case of joint holders of a share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto; but if more than one of such joint holders are present at the above meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.


    As at the date hereof, the Board comprises the following Directors:


    Executive Directors:

    Mr. Guan Jianzhong (Chairman)

    Ms. Han Jianhong Mr. Niu Yingshan Mr. Han Jianping

    Independent non-executive Directors:

    Mr. Shen Kaijun

    Mr. Mui Ho Cheung, Gary Ms. Pei Yu

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