CWT International Limited — M&A Activity 2007

Oct 28, 2007

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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SINOFERT HOLDINGS LIMITED 中化化肥控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 297)

ANNOUNCEMENT

ACQUISITION OF EQUITY INTEREST IN GANSU WENGFU CHEMICAL CO., LTD.

The Board announces that on 28 October 2007, Sinochem Fertilizer, an indirect wholly-owned subsidiary of the Company entered into the JV Agreement with Guizhou Hongfu and Gansu Jinchang, pursuant to which Sinochem Fertilizer agreed to subscribe for 30% of the equity interest in Gansu Wengfu.

The board of directors of the Company ( Board ) announces that on 28 October 2007, Sinochem Fertilizer Company Limited (中化化肥有限公司) ( Sinochem Fertilizer ) entered into a joint venture agreement ( JV Agreement ) with 貴州宏福實業開發有限總公司 (Guizhou Hongfu Industrial Development Co., Ltd.) ( Guizhou Hongfu ) and 甘肅金昌化學工業集團有限公司 (Gansu Jinchang Chemical Industrial (Group) Co. Ltd.) ( Gansu Jinchang ), pursuant to which Sinochem Fertilizer agreed with Guizhou Hongfu and Gansu Jinchang to jointly invest in and manage 甘肅瓮福化工有 限責任公司 (Gansu Wengfu Chemical Co., Ltd.) ( Gansu Wengfu ).

Pursuant to the JV Agreement, Sinochem Fertilizer agreed to subscribe for 30% of the equity interest in Gansu Wengfu ( Gansu Shares ). The total consideration for the Gansu Shares is RMB22,500,000 (equivalent to HK$23,400,000), payable in cash. The registered capital of Gansu Wengfu will be RMB75,000,000 (equivalent to HK$78,000,000), contributed as to 40% by Guizhou Hongfu, as to 30% by Sinochem Fertilizer and as to 30% by Gansu Jinchang. Any profit or loss of Gansu Wengfu shall be shared or borne by Guizhou Hongfu, Sinochem Fertilizer and Gansu Jinchang in proportion to their respective equity interests in Gansu Wengfu. The board of directors of Gansu Wengfu will consist of seven directors. Sinochem Fertilizer shall be entitled to nominate two directors, whilst Guizhou Hongfu and Gansu Jinchang shall be entitled to nominate three directors and two directors, respectively. The main scope of business of Gansu Wengfu includes the production of chemical raw materials, phosporite processing, and the production of fertilizers; whilst its ancillary business includes the sale and distribution of ore based products, building materials and chemical products.

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According to the JV Agreement, Sinochem Fertilizer, Guizhou Hongfu and Gansu Jinchang will appoint Gansu Wengfu to manufacture diammonium phosphate products ( Products ) on their behalf. In addition, each of Sinochem Fertilizer, Guizhou Hongfu and Gansu Jinchang has the right to acquire from Gansu Wengfu a certain percentage of the Products produced by Gansu Wengfu in proportion to their respective equity interests in Gansu Wengfu. In view of Sinochem Fertilizer’s competitive edge in sales, Guizhou Hongfu and Gansu Jinchang will assist Sinochem Fertilizer to obtain the right to acquire for on sale 50% of the Products produced by Gansu Wengfu.

To the best of the knowledge, information and belief of the directors of the Company, having made reasonable enquiries, each of Guizhou Hongfu, Gansu Jinchang and Gansu Wengfu is an independent third party and not a connected person of the Company as defined in the Listing Rules.

Gansu Wengfu is the largest phosphate fertilizer business in northwest China. Through its strategic investment in Gansu Wengfu, Sinochem Fertilizer will enhance its strategic business cooperation with Guizhou Hongfu. It is expected that Sinochem Fertilizer will be able to secure a stable supply of diammonium phosphate from Gansu Wengfu. In particular, Sinochem Fertilizer will fully utilise Gansu Wengfu’s dominant position in northwest China to enhance the Company’s distribution network in northwest China and to further develop the Company’s fertilizer business in the area.

For the purpose of this announcement, the exchange rate of RMB$1.00 = HK$1.04 has been used for currency translation. Such exchange rate is for the purpose of illustration only and does not constitute a representation that any amount in RMB or HK$ have been, could have been or may be converted at such or any other rate.

As at the date of this announcement, the executive directors of the Company are Mr. Du Ke Ping (Chief Executive Officer) and Mr. Harry Yang; the non-executive Directors are Mr. Liu De Shu (Chairman), Mr. Song Yu Qing (Deputy Chairman), Mr. Chen Guo Gang, Mr. Stephen Francis Dowdle and Mr. Wade Fetzer III; and the independent non-executive Directors are Mr. Tse Hau Yin, Aloysius, Mr. Ko Ming Tung, Edward, and Mr. Tang Tin Sek.

By order of the Board of Sinofert Holdings Limited Du Ke Ping Chief Executive Officer

Hong Kong, 28 October 2007

• For identification purposes only

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