CWT International Limited — Proxy Solicitation & Information Statement 2006

Oct 20, 2006

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Sinochem Hong Kong Holdings Limited , you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, stockbroker or licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, 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 circular.

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SINOCHEM HONG KONG HOLDINGS LIMITED

*

(Incorporated in Bermuda with limited liability)

(Stock code: 297)

PROPOSED CHANGE OF COMPANY NAME

A notice convening the Special General Meeting to be held at Lounge Room, Mezzanine Floor, Grand Hyatt Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong at 10:00 a.m. on Thursday, 16 November 2006 is set out on pages 6 to 7 of this circular.

If you do not intend to attend the Special General Meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time of the Special General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Special General Meeting or any adjournment thereof should you so wish.

• For identification purposes only

20 October 2006

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
2.	Change of Company Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
3.	Actions to be taken. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Procedures for demanding a poll at the
	Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5.	Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
**Notice of **	Special General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6

– i –

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

“Board”	the board of Directors
“Bonds”	the HK$1,300,000,000 listed zero coupon convertible
	bonds due 2011 issued by the Company on 7 August 2006
“Bye-laws”	the bye-laws of the Company, as amended from time to
	time
“Company”	Sinochem Hong Kong Holdings Limited, an exempted
	company incorporated in Bermuda with limited liability
	and the Shares of which are listed on the Main Board of
	the Stock Exchange
“Director(s)”	director(s) of the Company
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the
	People’s Republic of China
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange
“Share(s)”	ordinary share(s) of HK$0.10 each in the share capital of
	the Company
“Shareholder(s)”	holder(s) of Share(s)
“Special General Meeting”	the special general meeting of the Company to be
	convened and held at Lounge Room, Mezzanine Floor,
	Grand Hyatt Hotel Hong Kong, 1 Harbour Road,
	Wanchai, Hong Kong at 10:00 a.m., on Thursday, 16
	November 2006, notice of which is set out on pages 6 to
	7 of this circular, and any adjournment thereof
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent

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LETTER FROM THE BOARD

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SINOCHEM HONG KONG HOLDINGS LIMITED

*

(Incorporated in Bermuda with limited liability)

(Stock code: 297)

Executive Directors:

Mr. Du Ke Ping (Chief Executive Officer) Mr. Harry Yang

Non-executive Directors:

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Mr. Liu De Shu (Chairman)

Mr. Song Yu Qing (Deputy Chairman)

Mr. Chen Guo Gang

Mr. Stephen Francis Dowdle

Mr. Wade Fetzer III

Independent non-executive Directors:

Mr. Ko Ming Tung, Edward

Mr. Li Ka Cheung, Eric Mr. Tang Tin Sek

Head office and principal place of business in Hong Kong: Units 4601-4610, 46th Floor Office Tower

Convention Plaza 1 Harbour Road Wanchai Hong Kong

20 October 2006

To the Shareholders and, for information only, holders of share options and the Bonds of the Company

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME

1. INTRODUCTION

The purpose of this circular is to provide you with details of the proposed change of name in order to enable you to make a decision as to whether to vote for or against the special resolution to be proposed at the Special General Meeting for the approval of the proposed change of company name.

• For identification purposes only

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LETTER FROM THE BOARD

2. CHANGE OF COMPANY NAME

The Group is principally engaged in the fertilizer sector in the People’s Republic of China.

The change of name is proposed to reflect the business focus of the Company arising from the injection of fertilizer assets into the Company in 2005, that is, the manufacture, trade and distribution of fertilizer and its related products. As such, the existing company name does not reflect the principal business and future development of the Company. In addition, the existing name is not consistent with, and would not be suitable for purposes of establishing and promoting before investors, a proper brand image for a company engaged in the fertilizer industry.

The proposed name will directly reflect the principal business of the Company and is consistent with the Company’s business strategy of establishing a recognised brand in the fertilizer industry and will enhance the Company’s long-term market position in the fertilizer industry in China.

Under the circumstances, the Board proposes, subject to the approval by the Shareholders at the Special General Meeting and the approval by the Registrar of Companies in Bermuda, to change the name of the Company to “Sinofert Holdings Limited” from “Sinochem Hong Kong Holdings Limited” and, for the purposes of identification only, to adopt the Chinese name of “ ” in place of the previous Chinese name of “ ”.

Conditions

The proposed change of the name of the Company is conditional upon the approval by way of a special resolution of the Shareholders approving the change of company name at the Special General Meeting. The change of name shall take effect from the date on which the new name of the Company is entered in the register by the Registrar of Companies in Bermuda in place of the existing name of the Company. Thereafter, the Company will carry out necessary filing procedures with the Registrar of Companies in Hong Kong.

An announcement will be made by the Company when the proposed change of name of the Company has become effective and all necessary filing procedures in Hong Kong have been completed together with the new stock short names adopted by the Company and their effective dates.

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LETTER FROM THE BOARD

Share Certificates

The change of name of the Company will not affect any rights of the Shareholders. All existing share certificates bearing the present name of the Company will after the new name of the Company becomes effective, continue to be evidence of titles to the Shares and will be valid for trading, settlement, registration and delivery for the same number of Shares in the new name of the Company. Once the change of the name of the Company becomes effective, any new share certificates shall be issued in the new name of the Company. Accordingly, there will not be any arrangements for free exchange of existing share certificates for new share certificates under the new name.

3. ACTIONS TO BE TAKEN

Set out on pages 6 to 7 of this circular is a notice convening the Special General Meeting at which a special resolution will be proposed to approve the change of name of the Company.

A form of proxy for use at the Special General Meeting is enclosed herewith. If you do not intend to attend the Special General Meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrar and transfer office in Hong Kong, Secretaries Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the Special General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Special General Meeting or any adjournment thereof should you so wish.

4. PROCEDURES FOR DEMANDING A POLL AT THE SPECIAL GENERAL MEETING

Pursuant to bye-law 66 of the Bye-laws, a resolution put to vote of a meeting shall be decided on a show of hands unless voting by way of a poll is required by the Listing Rules or a poll is (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for poll) demanded:

• (a) by the chairman of such meeting; or

• (b) by at least three Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorized representative or by proxy for the time being entitled to vote at the meeting; or

• (c) by a Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by a duly authorized representative or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or

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LETTER FROM THE BOARD

• (d) by a Shareholder or Shareholders present in person or in the case of a Shareholder being a corporation by its duly authorized representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the Shares conferring that right; or

• (e) if required by the Listing Rules, by any Director or Directors who, individually or collectively, hold proxies in respect of shares, representing five per cent or more of the total voting rights of all Shareholders having the right to vote at such meeting.

5. RECOMMENDATIONS

The Board considers that the proposed change of name of the Company to be proposed at the Special General Meeting is in the best interests of the Company and the Shareholders as a whole and recommends that the Shareholders vote in favour of the said special resolution at the Special General Meeting.

6. MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully, By order of the Board

Du Ke Ping

Chief Executive Officer

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NOTICE OF SPECIAL GENERAL MEETING

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SINOCHEM HONG KONG HOLDINGS LIMITED

*

(Incorporated in Bermuda with limited liability)

(Stock code: 297)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (“ Meeting ”) of Sinochem Hong Kong Holdings Limited (the “ Company ”) will be held at Lounge Room, Mezzanine Floor, Grand Hyatt Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Thursday, 16 November 2006 at 10:00 a.m. to consider and, if thought fit, pass the following special resolution (with or without modification):

SPECIAL RESOLUTION

1. “ THAT the name of the Company be changed from “Sinochem Hong Kong Holdings Limited” to “Sinofert Holdings Limited” and, for identification purposes only, the existing Chinese name of “ ” be replaced with the new Chinese name of “ ” and the directors of the Company be and are hereby authorized to do all such acts, deeds and things and execute all such documents and make all such arrangements as they shall, in their absolute discretion, deem necessary or expedient to effect the foregoing.”

By order of the board of directors of Sinochem Hong Kong Holdings Limited Du Ke Ping

Chief Executive Officer

Hong Kong, 20 October 2006

• For identification purposes only

– 6 –

NOTICE OF SPECIAL GENERAL MEETING

Head office and principal place

of business in Hong Kong:

Units 4601-4610, 46th Floor

Office Tower

Convention Plaza

1 Harbour Road

Wanchai

Hong Kong

Notes:

1. A form of proxy for use at the Special General Meeting has been despatched to the shareholders of the Company together with a copy of this notice.

2. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorized in writing, or if the appointer is a corporation, either under seal or under the hand of an officer or attorney or other person duly authorised.

3. Any shareholder of the Company entitled to attend and vote at the Special General Meeting shall be entitled to appoint one proxy or, if a shareholder is the holder of two or more shares, more than one proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company but must be present in person to represent the shareholder.

4. In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, must be deposited at the branch share registrar and transfer office of the Company in Hong Kong, Secretaries Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the Special General Meeting or any adjournment thereof.

5. Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the Special General Meeting convened or any adjourned meeting and in such event, the form of proxy will be deemed to be revoked.

6. Where there are joint registered holders of any share of the Company, any one of such joint holders may vote, either personally 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 Special General Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

As at the date of this notice, the Company has two executive Directors, namely Mr. Du Ke Ping and Mr. Harry Yang, five non-executive Directors, namely Mr. Liu De Shu, Mr. Song Yu Qing, Mr. Chen Guo Gang, Mr. Stephen Francis Dowdle and Mr. Wade Fetzer III, and three independent non-executive Directors, namely Mr. Ko Ming Tung, Edward, Mr. Li Ka Cheung, Eric and Mr. Tang Tin Sek.

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