China XLX Fertiliser Set to Thrive From Strategic Partnership With Primavera Capital

HONG KONG, Nov. 28, 2011 /PRNewswire-Asia/ -- China XLX Fertiliser Ltd., ("China XLX Fertiliser" or the "Company", together with its subsidiaries referred to as the "Group") (HKSE: 01866.HK; SGX: B9R.SI) is pleased to announce that Primavera Capital Group ("Primavera Capital") has agreed to subscribe its convertible bonds worth approximately US$51 million through a wholly owned subsidiary. The globally renowned private equity fund will indirectly hold 14.97% of the Company's enlarged capital and become its third largest shareholder and largest institutional investor upon full conversion of the bonds.

The 5-year Renminbi-denominated convertible bonds will be issued at face value. They carry an annual coupon rate of 4.5% and interests will be paid on each anniversary of the original issue date of the bonds. Conversion price of the bonds is fixed at RMB 1.84 per share, representing a 13% premium over the weighted average of the volume weighted average price of the Company's shares traded on the Stock Exchange of Hong Kong and the volume weighted average price of the Company's shares traded on the Singapore Stock Exchange for the 20 trading days immediately prior to the agreement. Net proceeds of approximately RMB 322 million raised will be used for the development of the fourth urea plant, acquisition of coal resources and as the Group's general working capital.

Primavera Capital, a leading international private equity firm based in China, was founded by Dr. Fred Hu, the former Chairman of Greater China at Goldman Sachs. Equipped with a seasoned investment team, it specializes in mergers and acquisitions, direct investment and growth stock investment. Upon completion of the transaction, Mr. Lian Jie, a partner at Primavera Capital and the former managing director of Investment Banking Division at Goldman Sachs (Asia), will be appointed as a non-executive director of the board at the Company. He will get involved in making its major decisions.

"China XLX Fertiliser is the first agricultural and fertiliser company that we invested. We feel very excited to develop a long-term strategic partnership with it. China XLX Fertiliser is one of the best and fastest growing fertiliser companies in China. Its management team possesses considerable experience in the fertiliser sector. They are well known for their dedication, professionalism and credibility in the market. With a well-established corporate culture and stringent corporate governance practices, the Company has maintained a strong track record in business operations and a solid financial position. We are fully confident about its future prospects and our investment in it," commented Mr. Lian Jie.

Mr. Liu Xingxu, the Chairman and CEO of the Company, said, "This funding exercise enables us to diversify our funding channels and secure additional financial resources for future expansion. Moreover, this investment enables the Company to optimize the capital structure and lower the gearing ratio. By introducing an internationally renowned private equity fund as our long-term strategic partner, we can further enhance our shareholder base and corporate governance. The Company is the first investment Primavera Capital made in the domestic agricultural and fertiliser sectors. This clearly demonstrates that the Company is widely recognized in the international capital market for its strong operating performance."

Mr. Lian Jie added, "Agriculture plays a unique and significant role in China's economic development and is essential for the people's livelihood. During the period of the 'Twelfth Five-year Plan', the government will launch a series of measures to promote the sustainable and healthy development of this sector, thereby ensuring stable food supply for the country. Moreover, the government will also step up efforts to consolidate domestic urea industry in order to eliminate inefficient production capacity, improve competitiveness of domestic producers and reduce overall emissions and energy consumption. China XLX Fertiliser is one of the largest and most cost-efficient urea producers in China. It has an outstanding management team and is taking various measures to boost production capacity and extend its value chain into upstream and downstream. We believe our strategic investment in the Company will not only provide funds for its future growth, but also lay a solid foundation for its long-term growth through enhanced operating efficiency. Primavera Capital will leverage its resources in the industry and extensive experience in domestic and overseas capital markets as well as mergers and acquisitions to help the Company reinforce its capital structure and identify acquisition targets. We are confident that our cooperation will create a win-win situation for both sides."

Mr. Liu Xingxu said, "By combining Primavera Capital's substantial experience in the capital market and our strengths in operation and management, we can fully utilize our fund-raising channels and enhance our operating efficiency, leading to a substantial improvement in our competitive edges and robust growth of our businesses. We sincerely hope both sides will benefit from this strategic partnership in the long term."

About China XLX Fertiliser Ltd.

China XLX Fertiliser Ltd. is one of the largest and most cost efficient coal-based urea producers in China. It is mainly engaged in the production and sale of urea, compound fertiliser and methanol. Its current production capacity of urea, compound fertiliser and methanol are 1.25 million tons, 600,000 tons and 200,000 tons respectively. The Company is planning to develop the fourth plant in Xinxiang City, Henan Province. The plant is expected to be fully completed in 2013 and its annual production capacity of urea will then increase to over 2 million tons. The Company's shares are dually traded on the main boards of the Stock Exchange of Hong Kong Limited (stock code: 01866.HK) and the Singapore Stock Exchange (stock code: B9R.SI).

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