CWT International Limited — Proxy Solicitation & Information Statement 2006

May 24, 2006

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SINOCHEM HONG KONG HOLDINGS LIMITED 中化香港控股有限公司[*]

(Incorporated in Bermuda with limited liability)

Stock Code: 297

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of Sinochem Hong Kong Holdings Limited (the “ Company ”) will be held at 10:00 a.m. on Friday, 9 June 2006 or immediately after conclusion of the annual general meeting of the Company to be held on the same day, whichever is later, at Salon I, II & III, Mezzanine Floor, Grand Hyatt Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong for the purposes of considering and, if thought fit, passing with or without modifications the Resolutions numbered 1 to 5 below as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT :

2. (a) the MOU (as defined and described in the circular to the shareholders of the Company dated 25 May 2006 (“Circular”), a copy of which has been produced to the meeting marked “A” and signed by the Chairman of the meeting for the purpose of identification) and the execution thereof and implementation of all transactions thereunder be and are hereby approved, ratified and confirmed;

3. (b) the proposed maximum aggregate annual values of the transactions under the MOU as described in the Circular be and are hereby approved; and

4. (c) the directors of the Company be and are hereby authorised to sign, execute, perfect and deliver all such documents and do all such deeds, acts, matters and things as they may in their absolute discretion consider necessary or desirable for the purpose of or in connection with the implementation of the MOU and all transactions and other matters contemplated thereunder or ancillary thereto, to waive compliance from and/or agree to any amendment or supplement to any of the provisions of the MOU which in their opinion is not of a material nature and to effect or implement any other matters referred to in this Resolution.”

“ THAT :

• (a) the Tianji Gaopoing Distribution Agreement (as defined and described in the circular to the shareholders of the Company dated 25 May 2006 (“Circular”), a copy of which has been produced to the meeting marked “A” and signed by the Chairman of the meeting for the purpose of identification) and the execution thereof and implementation of all transactions thereunder be and are hereby approved;

• (b) the proposed maximum aggregate annual values of the transactions under the Tianji Gaoping Distribution Agreement as described in the Circular be and are hereby approved; and

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• (c) the directors of the Company be and are hereby authorised to sign, execute, perfect and deliver the Tianji Gaoping Distribution Agreement and all such other documents and do all such deeds, acts, matters and things as they may in their absolute discretion consider necessary or desirable for the purpose of or in connection with the execution or implementation of the Tianji Gaoping Distribution Agreement and all transactions and other matters contemplated thereunder or ancillary thereto, to waive compliance from and/or agree to any amendment or supplement to any of the provisions of the Tianji Gaoping Distribution Agreement which in their opinion is not of a material nature and to effect or implement any other matters referred to in this Resolution.”

• “ THAT :

• (a) the Tianji Coal Distribution Agreement (as defined and described in the circular to the shareholders of the Company dated 25 May 2006 (“Circular”), a copy of which has been produced to the meeting marked “A” and signed by the Chairman of the meeting for the purpose of identification) and the execution thereof and implementation of all transactions thereunder be and are hereby approved;

• (b) the proposed maximum aggregate annual values of the transactions under the Tianji Coal Distribution Agreement as described in the Circular be and are hereby approved; and

• (c) the directors of the Company be and are hereby authorised to sign, execute, perfect and deliver the Tianji Coal Distribution Agreement and all such other documents and do all such deeds, acts, matters, and things as they may in their absolute discretion consider necessary or desirable for the purpose of or in connection with the execution or implementation of the Tianji Coal Distribution Agreement and all transactions and other matters contemplated thereunder or ancillary thereto, to waive compliance from and/or agree to any amendment or supplement to any of the provisions of the Tianji Coal Distribution Agreement which in their opinion is not of a material nature and to effect or implement any other matters referred to in this Resolution.”

• “ THAT :

• (a) the Beijing Procurement Agreement (as defined and described in the circular to the shareholders of the Company dated 25 May 2006 (“Circular”), a copy of which has been produced to the meeting marked “A” and signed by the Chairman of the meeting for the purpose of identification) and the execution thereof and implementation of all transactions thereunder be and are hereby approved;

• (b) the proposed maximum aggregate annual values of the transactions under the Beijing Procurement Agreement as described in the Circular be and are hereby approved; and

• (c) the directors of the Company be and are hereby authorised to sign, execute, perfect and deliver the Beijing Procurement Agreement and all such other documents and do all such deeds, acts, matters and things as they may in their absolute discretion consider necessary or desirable for the purpose of or in connection with the execution or implementation of the Beijing Procurement Agreement and all transactions and other matters contemplated thereunder or ancillary thereto, to waive compliance from and/or agree to any amendment or supplement to any of the provisions of the Beijing Procurement Agreement which in their opinion is not of a material nature and to effect or implement any other matters referred to in this Resolution.”

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1. “ THAT :

2. (a) the New Shandong Supply Agreement (as defined and described in the circular to the shareholders of the Company dated 25 May 2006 (“Circular”), a copy of which has been produced to the meeting marked “A” and signed by the Chairman of the meeting for the purpose of identification) and the execution thereof and implementation of all transactions thereunder be and are hereby approved, ratified and confirmed;

3. (b) the proposed maximum aggregate annual values of the transactions under the New Shandong Supply Agreement as described in the Circular be and are hereby approved; and

4. (c) the directors of the Company be and are hereby authorised to sign, execute, perfect and deliver all such documents and do all such deeds, acts, matters and things as they may in their absolute discretion consider necessary or desirable for the purpose of or in connection with the implementation of the New Shandong Supply Agreement and all transactions and other matters contemplated thereunder or ancillary thereto, to waive compliance from and/or agree to any amendment or supplement to any of the provisions of the New Shandong Supply Agreement which in their opinion is not of a material nature and to effect or implement any other matters referred to in this Resolution.”

By Order of the Board of Sinochem Hong Kong Holdings Limited Navin Aggarwal Secretary

Hong Kong, 25 May 2006

Notes:

1. The register of members of the Company will be closed from 5 June 2006 to 9 June 2006, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to qualify for voting at the special general meeting of the Company, all transfers of shares of the Company accompanied by the relevant share certificates must be lodged for registration with the Company’s branch share registrar in Hong Kong, Secretaries Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, by not later than 4:00 p.m. on 2 June 2006.

2. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.

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

4. Where there are joint holders of any ordinary share of the Company, any one of such holders may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such holders be present at the meeting personally or by proxy, that one of such holders so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

5. Voting of the ordinary resolutions set out in this notice will be by poll.

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As at the date of this notice, 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. Ko Ming Tung, Edward, Mr. Li Ka Cheung, Eric and Mr. Tang Tin Sek.

• For identification purposes only

“Please also refer to the published version of this announcement in The Standard”

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