CWT International Limited - Proxy Solicitation & Information Statement 2010

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 a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

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

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim 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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**SINOFERT HOLDINGS LIMITED 中化化肥控股有限公司[*]**

(Incorporated in Bermuda with limited liability)

(Stock Code: 297)

CONTINUING CONNECTED TRANSACTION AND CONNECTED TRANSACTION WITH CANPOTEX LIMITED AND

RE-ELECTION OF DIRECTORS

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

SOMERLEY LIMITED

A letter from the Board is set out on pages 5 to 11 of this circular. A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders is set out on pages 12 to 13 of this circular. A letter from Somerley, the Independent Financial Adviser, containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 14 to 21 of this circular.

A notice convening the SGM of Sinofert Holdings Limited to be held at Chief Executive Suite II & III, 5th Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on 9 December 2010 at 3:00 p.m. is set out on pages 29 to 31 of this circular. Whether or not you are able to attend and vote at the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Secretaries Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy as instructed will not preclude you from subsequently attending and voting at the meeting or any adjourned meeting if you so wish.

For identification purposes only

10 November 2010

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Memorandum of Understanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Addendum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Reasons for the Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Proposed Annual Caps under the MOU . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Implications under the Listing Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Information on the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Re-election of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Further Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Letter from Somerley. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Appendix I – General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22
Appendix II – Biographies of Directors Proposed for Re-election . . . . . .	26
Notice of Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	29

– i –

DEFINITIONS

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

“Addendum”

the addendum to the Sales Contract dated 25 October 2010

“Annual Cap(s)”

the maximum annual value of the transactions contemplated under the MOU for each of the three years ending 31 December 2013

“associate(s)” has the meaning ascribed to it under the Listing Rules
“Board”
the board of Directors of the Company
“Bonds”
the HK$1,300,000,000 listed zero coupon convertible bonds due 2011 issued by the Company on 7 August 2006
“Bye-law(s)”
the bye-law(s) of the Company, as amended, modified or otherwise supplemented from time to time
“Canpotex”
Canpotex Limited, an associate of Potash under the Listing Rules by virtue of it being 33.33% owned by Potash
“Company”
Sinofert Holdings Limited, a company incorporated in Bermuda with limited liability, the ordinary shares of which are listed on the Stock Exchange
“connected person(s)”
has the meaning ascribed to it under the Listing Rules
“controlling shareholder(s)”
has the meaning ascribed to it under the Listing Rules
“Director(s)” the director(s) of the Company
“Former Addendums”
the first, second and third addendums to the Sales Contract dated 31 May 2010, 27 August 2010 and 29 September 2010, respectively
“Group” the Company and its subsidiaries
“HK$”
Hong Kong dollars, the lawful currency in Hong Kong
“Hong Kong”

the Hong Kong Special Administrative Region of the PRC

– 1 –

DEFINITIONS

“Independent Board Committee” the independent board committee of the Company formed to consider the terms of the MOU (including the Annual Caps and together with the transactions contemplated thereunder) and the terms of the Addendum (together with the transactions contemplated thereunder)
“Independent Shareholders” Shareholders other than Potash and its associates
“Latest Practicable Date” 4 November 2010, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange
“Macao” the Macao Special Administrative Region of the PRC
“MOU”
a memorandum of understanding entered into on 20 October 2010 between Sinochem Macao and Canpotex International Pte. Limited (on behalf of Canpotex) under which the parties agreed to enter into transactions for the purchase and supply of Canadian potash for a term of three years ending 31 December 2013

“Potash” Potash Corporation of Saskatchewan Inc., a corporation incorporated in Canada with its shares listed on the Toronto Stock Exchange and the New York Stock Exchange, and a substantial shareholder of the Company “PRC” the People’s Republic of China and for the purpose of this circular excluding Taiwan, Hong Kong and Macao “RMB” Renminbi, the lawful currency of the PRC “Sales Contract” the sales contract entered into between Sinochem Macao and Canpotex dated 8 February 2010 as amended and supplemented from time to time “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

– 2 –

DEFINITIONS

“SGM” the special general meeting of the Company to be held at Chief Executive Suite II & III, 5th Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on 9 December 2010 at 3:00 p.m., or any adjournment thereof, the notice of which is set out on pages 29 to 31 of this circular
“Share(s)”
ordinary share(s) of HK$0.10 each in the capital of the Company
“Shareholder(s)” registered holder(s) of Share(s)
“Sinochem Corporation”
中國中化股份有限公司 (Sinochem Corporation), a joint stock company with limited liability incorporated in the PRC which is owned as to 98% by Sinochem Group, and the holding company of Sinochem HK
“Sinochem Fertilizer” 中化化肥有限公司 (Sinochem Fertilizer Company Limited), a wholly foreign-owned enterprise established in the PRC and an indirect wholly-owned subsidiary of the Company
“Sinochem Group” 中國中化集團公司 (Sinochem Group), a state-owned enterprise established in the PRC which holds 98% of the shares in Sinochem Corporation
“Sinochem HK” Sinochem Hong Kong (Group) Company Limited, a company incorported in Hong Kong with limited liability which is wholly-owned by Sinochem Corporation, and the controlling shareholder of the Company
“Sinochem Macao”
Sinochem Fertilizer Macao Commercial Offshore Limited, a company incorporated in Macao, an indirect wholly-owned subsidiary of the Company

– 3 –

DEFINITIONS

“Somerley” or “Independent Somerley Limited, a licensed corporation to carry out Financial Adviser” type 1 (dealing in securities), type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities under the SFO, the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the terms of the MOU (including the Annual Caps and together with the transactions contemplated thereunder) and the terms of the Addendum (together with the transactions contemplated thereunder) “Stock Exchange” The Stock Exchange of Hong Kong Limited “subsidiary(ies)” has the same meaning ascribed to it under the Listing Rules “substantial shareholder(s)” has the same meaning ascribed to it under the Listing Rules “US$” United States dollars, the lawful currency of the United States of America

For the purposes of illustration only, US$ is translated into HK$ at the rate of US$1.00 = HK$7.7515, while RMB is translated into HK$ at the rate of RMB1.00 = HK$1.1619. No representation is made that any amount in US$ or RMB has been or could be converted at the above rates or at any other rates or at all.

– 4 –

LETTER FROM THE BOARD

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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)

Executive Directors: FENG Zhi Bin (Chief Executive Officer) Harry YANG

Non-executive Directors: LIU De Shu (Chairman) YANG Lin Stephen Francis DOWDLE Wade FETZER III

Independent non-executive Directors: KO Ming Tung, Edward TANG Tin Sek TSE Hau Yin, Aloysius

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

Principal place of business: Units 4601-4610, 46th Floor Office Tower Convention Plaza 1 Harbour Road Wanchai Hong Kong

10 November 2010

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

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTION AND CONNECTED TRANSACTION WITH CANPOTEX LIMITED AND RE-ELECTION OF DIRECTORS

INTRODUCTION

Reference is made to (i) the announcement of the Company dated 20 October 2010 in relation to the MOU and the transactions contemplated thereunder and (ii) the announcement of the Company dated 25 October 2010 in relation to the Addendum and the transactions contemplated thereunder, which are subject to the reporting, announcement and independent shareholders’ approval requirements as set out in Chapter 14A of the Listing Rules.

* For identification purposes only

– 5 –

LETTER FROM THE BOARD

On 20 October 2010, Sinochem Macao, an indirect wholly-owned subsidiary of the Company, entered into the MOU with Canpotex International Pte. Limited (on behalf of Canpotex) pursuant to which the parties agreed to enter into transactions for a term of three years from 1 January 2011 to 31 December 2013 for the supply of Canadian potash by Canpotex to Sinochem Macao. In addition, on 25 October 2010, Sinochem Macao entered into the Addendum with Canpotex under which Canpotex agreed to supply, and Sinochem Macao agreed to purchase, a further quantity of potash fertilizers.

Canpotex is a Canadian corporation equally owned by Potash and two other potash producers, while Sinochem Macao is an indirect wholly-owned subsidiary of the Company. As Potash is a substantial shareholder of the Company, Canpotex is a connected person of the Company by virtue of being an associate of Potash. Accordingly, the transactions between Sinochem Macao and Canpotex under the MOU and the Addendum constitute a continuing connected transaction and a connected transaction, respectively, of the Company under the Listing Rules.

Reference is also made to (i) the announcement of the Company dated 15 July 2010 in relation to the resignation and appointment of executive Director and Chief Executive Officer of the Company and (ii) the announcement of the Company dated 26 August 2010 in relation to, inter alia, the resignation and appointment of non-executive Director of the Company.

In accordance with the Bye-law 86(2) and Appendix 14 of the Listing Rules, the newly appointed executive Director and Chief Executive Officer, Mr. Feng Zhi Bin, and nonexecutive Director, Mr. Yang Lin, should be subject to re-election by shareholders at the first general meeting after their appointment. Therefore, resolutions will be proposed at the SGM for the re-election of Mr. Feng Zhi Bin and Mr. Yang Lin as an executive Director and a non-executive Director, respectively.

The purpose of this circular is to provide you with (i) further information on the details of the MOU and the transactions contemplated thereunder; (ii) further information on the details of the Addendum and the transactions contemplated thereunder; (iii) the letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iv) the letter of advice from Somerley to the Independent Board Committee and the Independent Shareholders; (v) information on the Directors proposed to be re-elected; (vi) the notice of the SGM and (vii) other information as required under the Listing Rules.

– 6 –

LETTER FROM THE BOARD

MEMORANDUM OF UNDERSTANDING

Date: 20 October 2010

Parties: (i) Canpotex International Pte. Limited (on behalf of Canpotex). Canpotex is principally engaged in offshore marketing of potash products for its three owners. Potash is one of the largest potash producers in the world; and
(ii) Sinochem Macao, which is principally engaged in sourcing fertilizer products and other related agricultural products for the Group from overseas suppliers.

Nature of transaction

Under the MOU, Canpotex agreed to supply, and Sinochem Macao agreed to purchase, Canadian potash as follows:

(i) for the year 2011, 1.0 million tonnes minimum or a 33.33% market share of seaborne potash imports to the PRC, whichever is greater;
(ii) for the year 2012, 1.05 million tonnes minimum or a 33.33% market share of seaborne potash imports to the PRC, whichever is greater; and
(iii) for the year 2013, 1.10 million tonnes minimum or a 33.33% market share of seaborne potash imports to the PRC, whichever is greater.

These quantities may be adjusted for product mix according to market and supply conditions but the annual total will not be less than the quantity stipulated for each year during the term of the MOU. Pursuant to the MOU, Sinochem Macao will purchase Canadian potash from Canpotex on an exclusive basis and Canpotex will not sell such potash to any other buyers in the PRC other than in the circumstances specified in the MOU.

Pricing and payment

The Directors (including the independent non-executive Directors) consider that the pricing reflects normal commercial terms and is on terms no less favourable than those available from other independent third parties.

Payments for the potash supplied may be settled by way of letter of credit or such other means as may be decided upon by the parties.

– 7 –

LETTER FROM THE BOARD

ADDENDUM

Date: 25 October 2010

Parties: Canpotex and Sinochem Macao

Nature of transaction

Under the Addendum, Canpotex agreed to supply, and Sinochem Macao agreed to purchase a further quantity of potash fertilizers.

Consideration

The aggregate consideration under the Addendum will not exceed US$52 million (approximately HK$404 million). The aggregate consideration was determined after arm’s length negotiations based on the prevailing market price of potash fertilizers. Payment would be made by way of irrevocable letter of credit with reference to the date of issuance of the bill of lading.

REASONS FOR THE TRANSACTIONS

With the rising demand for potash in the PRC, by entering into the Addendum and the MOU, the Group would further enrich the operational resources of Sinochem Fertilizer and ensure a stable supply of the relatively rare mineral fertilizer of potash for the remaining of 2010 and for each of the three years ending 31 December 2013. The production of potash in the PRC falls short of domestic demand. Each year the PRC needs to import large quantities of potash to meet the rising demand of potash for agricultural production. The import of potash products from Canpotex under the MOU and the Addendum will help enrich the operational resources of the Group.

The exclusivity arrangement under the MOU would also enhance the long-term strategic relationship between the Group and Canpotex and would ensure that the Group has a stable supply of Canadian potash from one of the world’s largest potash suppliers.

Dr. Stephen Francis Dowdle, as a Director nominated by Potash, is regarded as having a material interest in the MOU and the Addendum and has abstained from voting on the board resolutions passed to approve (i) the MOU and the transactions contemplated thereunder and (ii) the Addendum and the transactions contemplated thereunder.

The Directors (including the independent non-executive Directors) consider (i) the MOU between Canpotex International Pte. Limited (on behalf of Canpotex) and Sinochem Macao and (ii) the Addendum between Canpotex and Sinochem Macao necessary and conducive to the Group’s sales operations, and that it would be in the interest of the Group to enter into the MOU and the Addendum.

– 8 –

LETTER FROM THE BOARD

PROPOSED ANNUAL CAPS UNDER THE MOU

The proposed Annual Caps for the transactions contemplated under the MOU are US$600 million (approximately HK$4,660 million), US$730 million (approximately HK$5,670 million) and US$870 million (approximately HK$6,750 million) for each of the three years ending 31 December 2013, respectively. The Annual Caps are determined based on the estimated volume and prices of purchase pursuant to the terms of the MOU, with reference to the transaction volume of potash purchased for the previous years and taking into account the possible increasing demand for potash imports into the PRC, for the relevant years.

The Group’s historical amounts of the transactions with Canpotex for three years ended 31 December 2009 and nine months ended 30 September 2010 are approximately HK$3,200 million, HK$4,167 million, HK$619 million and HK$1,606 million, respectively.

IMPLICATIONS UNDER THE LISTING RULES

As Potash is a substantial shareholder of the Company, Canpotex is a connected person of the Company by virtue of being an associate of Potash. Accordingly, the transactions contemplated under the MOU and the Addendum constitute a continuing connected transaction and a connected transaction, respectively, of the Company under the Listing Rules.

The applicable percentage ratios in respect of the Annual Caps are more than 5% and the Annual Caps are more than HK$10 million. The applicable percentage ratios in respect of the aggregate value of the transactions under the Addendum and the transactions under the Former Addendums are also more than 5% and the aggregate value is more than HK$10 million. Accordingly, each of the MOU (including the Annual Caps) and the Addendum and the transactions contemplated thereunder is subject to the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

INFORMATION ON THE COMPANY

The Company is principally engaged in the production, procurement and sale of fertilizers and related products in the PRC. The main business comprises research and development, production, procurement and distribution of fertilizers and forms a vertically integrated business model combining upstream and downstream businesses. The Company aims to serve the agricultural industry in the PRC by introducing quality resources from overseas and to ensure food security in the PRC.

RE-ELECTION OF DIRECTORS

Reference is made to (i) the announcement of the Company dated 15 July 2010 in relation to the resignation and appointment of executive Director and Chief Executive Officer of the Company and (ii) the announcement of the Company dated 26 August 2010 in relation to, inter alia , the resignation and appointment of non-executive Director of the Company.

– 9 –

LETTER FROM THE BOARD

Biographies of the Directors proposed for re-election at the SGM are set out in Appendix II to this circular.

SGM

Given that the abovementioned transactions between Sinochem Macao and Canpotex are subject to the reporting, announcement and independent shareholders’ approval requirements as set out in Rule 14A.35 of the Listing Rules and the requirement for Mr. Feng Zhi Bin and Mr. Yang Lin to be subject to re-election as Directors, resolutions approving (i) the MOU, the transactions contemplated thereunder and the Annual Caps; (ii) the Addendum and the transactions contemplated thereunder; and (iii) the re-election of Mr. Feng Zhi Bin and Mr. Yang Lin as an executive Director and a non-executive Director, respectively, shall be proposed at the SGM.

In view of Potash’s interests in the MOU and the Addendum, Potash, which is interested in 22.04% of the total issued share capital of the Company as at the Latest Practicable Date, and its associates are required to abstain and shall abstain from voting on the resolutions to be proposed at the SGM to approve (i) the MOU, the transactions contemplated thereunder and the Annual Caps and (ii) the Addendum and the transactions contemplated thereunder. A notice convening the SGM to be held at Chief Executive Suite II & III, 5th Floor, Grant Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on 9 December 2010 at 3:00 p.m. is set out on pages 29 to 31 of this circular.

A form of proxy for the SGM is enclosed herewith. Whether or not Shareholders are able to attend and vote at the SGM, they are requested to complete the enclosed form of proxy and return the same to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Secretaries Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. Completion and return of the form of proxy as instructed will not prevent Shareholders from subsequently attending and voting at the SGM or any adjourned meeting if they so wish.

– 10 –

LETTER FROM THE BOARD

RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that the transactions between (i) Sinochem Macao and Canpotex International Pte. Limited (on behalf of Canpotex) contemplated under the MOU and (ii) Sinochem Macao and Canpotex contemplated under the Addendum were entered into after arm’s length negotiations and reflect normal commercial terms, and that the terms of the transactions are fair and reasonable so far as the Shareholders are concerned, and are in the interests of the Company and its Shareholders as a whole. The Directors therefore recommend the Independent Shareholders to vote in favour of the relevant resolutions set out in the notice of the SGM.

Furthermore, having taken into account the expertise and experience of Mr. Feng Zhi Bin and Mr. Yang Lin, the Directors consider the proposed re-election of Mr. Feng Zhi Bin as an executive Director and Mr. Yang Lin as a non-executive Director of the Company are in the best interests of the Company and its Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of the relevant resolutions set out in the notice of the SGM.

FURTHER INFORMATION

The Independent Board Committee comprising all three independent non-executive Directors has been appointed to recommend the Independent Shareholders in respect of (i) the terms of the MOU (including the Annual Caps) and the transactions contemplated thereunder and (ii) the terms of the Addendum and the transactions contemplated thereunder. Somerley has been appointed to advise the Independent Board Committee and the Independent Shareholders in such regard. Accordingly, your attention is drawn to the letter from the Independent Board Committee set out on pages 12 to 13 of this circular, which contains its recommendation to the Independent Shareholders and the letter from Somerley set out on pages 14 to 21 of this circular, which contains its advice to the Independent Board Committee and the Independent Shareholders.

Your attention is also drawn to the additional information set out in the Appendices to this circular.

Yours faithfully,

For and on behalf of the Board of

Sinofert Holdings Limited Feng Zhi Bin

Executive Director and Chief Executive Officer

– 11 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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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)

10 November 2010

To: the Independent Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTION AND CONNECTED TRANSACTION WITH CANPOTEX LIMITED

We refer to the circular of the Company dated 10 November 2010 (the “Circular”) to the Shareholders, of which this letter forms part. Terms defined in the Circular have the same meanings in this letter unless the context otherwise requires.

In compliance with the Listing Rules, we have been appointed to advise the Independent Shareholders in relation to (i) the terms of the MOU (including the Annual Caps), which constitute a continuing connected transaction of the Company under the Listing Rules, and the transactions contemplated thereunder and (ii) the terms of the Addendum, which constitutes a connected transaction of the Company under the Listing Rules, and the transactions contemplated thereunder. In this connection, Somerley has been appointed as the Independent Financial Adviser to advise on whether (i) the terms of the MOU (including the Annual Caps) and the transactions contemplated thereunder and (ii) the terms of the Addendum and the transactions contemplated thereunder are on normal commercial terms, in the ordinary and usual course of business of the Group, and are fair and reasonable to the Independent Shareholders, and whether (i) the terms of the MOU (including the Annual Caps) and the transactions contemplated thereunder and (ii) the terms of the Addendum and the transactions contemplated thereunder are in the interests of the Company and the Shareholders as a whole. Details of, and the reasons for, the entering into of (i) the MOU and the transactions contemplated thereunder and (ii) the Addendum and the transactions contemplated thereunder are contained in the letter from the Board set out on pages 5 to 11 of the Circular.

* For identification purposes only

– 12 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Having considered (i) the terms of the MOU (including the Annual Caps) and the transactions contemplated thereunder and (ii) the terms of the Addendum and the transactions contemplated thereunder, and the advice of Somerley, the Independent Financial Adviser, to us and the Independent Shareholders set out on pages 14 to 21 of the Circular, we consider that (i) the terms of the MOU (including the Annual Caps) and the transactions contemplated thereunder and (ii) the terms of the Addendum and the transactions contemplated thereunder are on normal commercial terms, in the ordinary and usual course of business of the Group, and are fair and reasonable to the Independent Shareholders and in the interests of the Company and the Shareholders as a whole.

Yours faithfully, Independent Board Committee of Sinofert Holdings Limited Tse Hau Yin, Aloysius Ko Ming Tung, Edward, Tang Tin Sek

– 13 –

LETTER FROM SOMERLEY

The following is the text of the letter of advice from Somerley to the Independent Board Committee and the Independent Shareholders, which has been prepared for the purpose of inclusion in this circular.

SOMERLEY LIMITED

10th Floor

The Hong Kong Club Building 3A Chater Road Central Hong Kong

10 November 2010

To: the Independent Board Committee and the Independent Shareholders

Dear Sirs,

CONTINUING CONNECTED TRANSACTION AND CONNECTED TRANSACTION WITH CANPOTEX LIMITED

INTRODUCTION

We refer to our appointment to advise the Independent Board Committee and the Independent Shareholders in relation to (i) the terms of the MOU (including the Annual Caps) and (ii) the terms of the Addendum in connection with the purchases of potash fertilizers by Sinochem Macao from Canpotex. Details of the MOU (including the Annual Caps), the Addendum and the transactions contemplated thereunder are contained in the circular to Shareholders dated 10 November 2010 (the “Circular”), of which this letter forms part. Unless the context otherwise requires, terms used in this letter shall have the same meanings as defined in the Circular.

Sinochem Macao is an indirect wholly-owned subsidiary of the Company. Potash was indirectly interested in approximately 22.04% of the entire issued share capital of the Company as at the Latest Practicable Date and is a substantial shareholder of the Company. Canpotex was approximately 33.33% owned by Potash and is therefore an associate of Potash. By virtue of being an associate of Potash, Canpotex is a connected person of the Company as defined under the Listing Rules. Accordingly, the transactions contemplated under the MOU and the Addendum constitute a continuing connected transaction and a connected transaction for the Company respectively, and are subject to the approval of the Independent Shareholders under Chapter 14A of the Listing Rules. Potash, a substantial shareholder of the Company, and their associates are required to abstain and shall abstain from voting on the resolutions to be proposed at the SGM to approve (i) the MOU, the transactions contemplated thereunder and the Annual Caps and (ii) the Addendum and the transactions contemplated thereunder. Dr. Stephen Francis Dowdle, as a Director nominated by Potash, is regarded as having a material interest in the MOU and the Addendum and has abstained from voting on the relevant board resolutions.

– 14 –

LETTER FROM SOMERLEY

The applicable percentage ratios in respect of the Annual Caps are more than 5% and the Annual Caps exceed HK$10 million. The applicable percentage ratios in respect of the aggregate value of the transactions under the Addendum and the transactions under the Former Addendums are also more than 5% and the aggregate value is more than HK$10 million. Accordingly, each of the MOU (including the Annual Caps) and the Addendum and the transactions contemplated thereunder is subject to the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

The Independent Board Committee comprising all the independent non-executive Directors, namely Messrs. Ko Ming Tung, Edward, Tang Tin Sek and Tse Hau Yin, Aloysius, has been established to advise the Independent Shareholders whether the terms of the MOU (including the Annual Caps) and the Addendum are fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole. We, Somerley, have been appointed to advise the Independent Board Committee and the Independent Shareholders in this regard.

In formulating our opinion and recommendation, we have relied on the information and facts supplied, and the opinions expressed, by the Directors and management of the Company and have assumed that such information, facts and opinions are true, accurate and complete and will remain so up to the date of the SGM. We have also sought and received confirmation from the Directors that no material facts have been omitted from the information supplied and opinions expressed to us. We consider that the information we have received is sufficient for us to reach an informed view and have no reason to believe that any material information has been withheld, or to doubt the truth, accuracy or completeness of the information provided. We have not conducted any independent investigation into the business and affairs of the Group nor have we carried out any independent verification of the information supplied.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our opinions, we have taken into consideration the following principal factors and reasons:

1. Information on the Group and Sinochem Macao

The Group is principally engaged in the production, procurement and sale of fertilizers and related products in the PRC. Its main business comprises research and development, production, procurement and distribution of fertilizers, and forms a vertically integrated business model combining upstream and downstream businesses. Sinochem Macao is the Group’s international procurement arm which sources fertilizer products and other related agricultural products for the Group from overseas suppliers.

– 15 –

LETTER FROM SOMERLEY

2. Information on Potash and Canpotex

Potash is incorporated in Canada with its shares listed on the Toronto Stock Exchange and the New York Stock Exchange. Potash is one of the largest potash producers in the world.

Canpotex is a Canadian corporation equally owned by Potash and two other potash producers. It is principally engaged in offshore marketing of potash products for its three owners.

3. Background to and reasons for the MOU and the Addendum

Sinochem Macao and Canpotex entered into a memorandum of understanding on 10 April 2006 (the “2006 MOU”) to govern the supply of potash fertilizers between the two parties during the three years ended 31 December 2009. Following the outbreak of financial crisis in September 2008, the market price of potash experienced volatile fluctuations, the parties did not renew the 2006 MOU upon its expiration on 31 December 2009. The Sales Contract was instead entered into between Sinochem Macao and Canpotex on 8 February 2010 which was then amended and supplemented by the Former Addendums. We are advised by the Directors that the production of potash in the PRC falls short of domestic demand and the PRC needs to import large quantities of potash to meet the rising demand of potash for agricultural production.

The Directors believe the MOU and the Addendum will strengthen the operational resources of Sinochem Fertilizer and assure the Group a stable supply of potash from one of the world’s largest potash suppliers for the remaining of 2010 and the three years ending 31 December 2013. The MOU and the Addendum are therefore necessary and conducive to the Group’s sales operations.

4. Principal terms of the MOU

Date: 20 October 2010

Parties: Canpotex International Pte. Limited (on behalf of Canpotex) and Sinochem Macao

Nature of transaction

Under the MOU, Canpotex agreed to supply, and Sinochem Macao agreed to purchase, Canadian potash as follows:

(i) for the year 2011, 1.0 million tonnes minimum or a 33.33% market share of seaborne potash imports to the PRC, whichever is greater;
(ii) for the year 2012, 1.05 million tonnes minimum or a 33.33% market share of seaborne potash imports to the PRC, whichever is greater; and

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LETTER FROM SOMERLEY

(iii) for the year 2013, 1.10 million tonnes minimum or a 33.33% market share of seaborne potash imports to the PRC, whichever is greater.

Pricing and payment

During the effective period under the MOU, prices for the Canadian potash to be supplied will be determined through mutual negotiations between the parties with reference to prevailing market conditions. Payments for the potash supplied may be settled by way of letter of credit or such other means as may be decided upon by the parties.

5. Principal terms of the Addendum

Date: 25 October 2010

Parties: Canpotex and Sinochem Macao

Nature of transaction

Under the Addendum, Canpotex agreed to supply, and Sinochem Macao agreed to purchase a further quantity of potash fertilizers.

Consideration

6. Annual Caps and comparison of terms with independent suppliers

(a) Historical transactions

We are advised by the management of the Company that international potash trading was virtually stagnant following the outbreak of financial crisis in September 2008 and purchases by the Group from Canpotex for the year ended 31 December 2009 dropped by 85.1% from HK$4,167 million in 2008 to approximately HK$619 million in 2009.

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LETTER FROM SOMERLEY

As the global economy extricates from its downturn, the domestic fertilizer consumption increased and the Company has recorded HK$1,606 million purchase of potash from Canpotex for the nine months ended 30 September 2010.

(b) Assessment of the Annual Caps

In assessing the reasonableness of the Annual Caps, we have discussed with the Directors the basis and assumptions underlying the projections of the Annual Caps. The Annual Caps are determined based on the estimated volume and prices of purchase pursuant to the terms of the MOU, mainly with reference to the possible growth in demand for potash in coming years.

According to articles posted on 中國肥料信息網 (“www.natesc.gov.cn”), total seaborne potash imports to PRC for year 2010 is expected to reach approximately 4.5 million tonnes. Pursuant to the terms under the MOU, Sinochem Macao agrees to purchase 1.0 million tonnes minimum or a 33.33% market share of seaborne potash imports to the PRC, whichever is greater. In deriving the proposed Annual Cap for 2011, the Company adopted a quantity of 1.5 million tonnes, being one-third of the estimated total seaborne potash imports to the PRC in 2010 of 4.5 million tonnes. The Group is one of the largest fertilizer importers in the PRC and its potash import accounted for more than half of the total national imports of potash in 2008.

According to International Fertilizer Industry Association, potash demand in the PRC is estimated to have an average annual growth of 9% during 2009 to 2014. We consider it is reasonable for the Company to build in a growth factor of 10% in potash quantity in the estimation of 2012 and 2013 Annual Caps. The increase in Annual Caps in 2012 and 2013 is projected with an expected growth in quantity plus allowance for any possible adjustment in the average price of import fertilizers which fluctuated between US$300 to US$600 per tonne since the global economic turmoil in September 2008.

(c) Comparison on terms of the MOU and the Addendum with independent third parties

Based on our own research from the official website under the Ministry of Agriculture of the PRC Government, a Russian potash fertilizer supplier and several prime PRC fertilizer traders reached an agreement in December 2009 on the price of potash fertilizers imported to the PRC in 2010 (the “Import Price”), we noted that the selling price of potash fertilizer under the Addendum is comparable to the Import Price.

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LETTER FROM SOMERLEY

To the best knowledge of the Directors, Canpotex has not sold any potash to any third parties in the PRC. We have discussed with the Directors and reviewed sample contracts for the purchases of potash by Sinochem Macao from Canpotex and compared them with contracts for similar purchase from independent suppliers. We noted that the terms for transactions contemplated under the MOU and the Addendum are no less favourable to Sinochem Macao than the terms for similar transactions between Sinochem Macao and independent third parties.

7. Outlook of potash fertilizers market in the PRC

Consumption of fertilizers relates to population size and the demand for agricultural products. According to the China Statistical Yearbook 2009, population of the PRC rose by 6.4% to approximately 1.33 billion at the year end of 2008 when compared to 1998. Consumption of potash fertilizer has increased by a much larger extent of 57.8% to approximately 5.45 million tonnes in the aforesaid ten years. The PRC Government has been promoting the utilization of fertilizer to increase agricultural output for improving the living standards.

==> picture [389 x 198] intentionally omitted <==

----- Start of picture text -----

(millions tonnes)Potash fertilizer Consumption of potash fertilizer in the PRC
6
5.5
5
4.5
4
3.5
3
1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008
----- End of picture text -----

Source: China Statistic Yearbook 2009

It was announced at the 11th annual session of the National People’s Congress held on 5 March 2009 that the PRC Government would invest RMB716.1 billion in the agricultural sector in 2009, of which RMB123 billion would be subsidies to farmers, representing a rise of about 20% over 2008. In addition, the PRC Government launched a program which targets to enhance the nationwide production capacity for grain by 50 billion kilograms to above 550 billion kilograms by year 2020. It is expected that all these supportive PRC Government policies will stimulate the development of the farming industry in the PRC in the coming years.

– 19 –

LETTER FROM SOMERLEY

8. Reporting requirements and conditions of the continuing connected transaction

Pursuant to Listing Rules 14A.37 to 14A.40, the continuing connected transaction contemplated under the MOU is subject to the following annual review requirements:

(a) each year the independent non-executive Directors must review the continuing connected transaction and confirm in the annual report and accounts that the transactions have been entered into:
(i) in the ordinary and usual course of business of the Group;
(ii) either on normal commercial terms or, if there are not sufficient comparable transactions to judge whether they are on normal commercial terms, on terms no less favourable to the Group than terms available to or from (as appropriate) independent third parties; and
(iii) in accordance with the relevant agreements governing them on terms that are fair and reasonable and in the interests of the Shareholders as a whole;
(b) each year the auditors of the Company must provide a letter to the Board (with a copy provided to the Stock Exchange at least 10 business days prior to the bulk printing of the Company’s annual report) confirming that the continuing connected transaction:
(i) have received the approval of the Board;
(ii) are in accordance with the pricing policies of the Group;
(iii) have been entered into in accordance with the relevant agreements governing the transactions; and
(iv) have not exceeded the Annual Caps;
(c) the Company shall allow, and shall procure the relevant counterparties to the continuing connected transaction shall allow, the Company’s auditors sufficient access to their records for the purpose of the reporting on the continuing connected transaction as set out in paragraph (b);
(d) the Company shall promptly notify the Stock Exchange and publish an announcement in accordance with the Listing Rules if it knows or has reason to believe that the independent non-executive Directors and/or auditors of the Company will not be able to confirm the matters set out in paragraphs (a) and/or (b) respectively.

– 20 –

LETTER FROM SOMERLEY

In light of the reporting requirements attached to the continuing connected transaction, in particular, (i) the restriction of the value of the continuing connected transaction by way of the Annual Caps; and (ii) the ongoing review by the independent non-executive Directors and auditors of the Company on the terms of the continuing connected transaction and the Annual Caps not being exceeded, we are of the view that appropriate measures will be in place to govern the conduct of the continuing connected transaction and assist in safeguarding the interests of the Independent Shareholders.

RECOMMENDATION

Having taken into account the above principal factors and reasons, we consider that (i) the terms of the MOU (including the Annual Caps) and the transactions contemplated thereunder and (ii) the terms of the Addendum and the transactions contemplated thereunder, are on normal commercial terms and in the ordinary and usual course of business of the Group. We further consider that (i) the terms of the MOU (including the Annual Caps) and the transactions contemplated thereunder and (ii) the terms of the Addendum and the transactions contemplated thereunder, are fair and reasonable to the Independent Shareholders and in the interests of the Company and the Shareholders as a whole. Accordingly, we advise the Independent Board Committee to recommend, and we ourselves recommend, that the Independent Shareholders vote in favour of the ordinary resolutions to be proposed at the SGM to approve (i) the terms of the MOU (including the Annual Caps) and the transactions contemplated thereunder and (ii) the terms of the Addendum and the transactions contemplated thereunder.

Yours faithfully, for and on behalf of SOMERLEY LIMITED Maggie Chan Director

– 21 –

GENERAL INFORMATION

APPENDIX I

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. INTEREST IN SECURITIES

As at the Latest Practicable Date, the Directors and chief executives of the Company had the following interests and short positions in the Shares, underlying Shares and debt securities of the Company and its associated corporations (within the meaning of Part XV of the SFO), and the details of any right to subscribe for Shares in the Company, which had to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO) or which were required, pursuant to section 352 of the SFO, to be entered in the register of the Company referred to therein or which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules, to be notified to the Company and the Stock Exchange, were as follows:

(a) Ordinary shares of HK$0.1 each of the Company

As at the Latest Practicable Date, a Director of the Company had long position in the Shares of the Company as follows:

				Percentage
				of the
			Number of	issued share
			issued	capital of
			ordinary	the
Name	of Director	Capacity	shares held	Company
Harry	Yang	Beneficial owner	600	0.000008%

– 22 –

GENERAL INFORMATION

APPENDIX I

(b) Share options of the Company

As at the Latest Practicable Date, certain Directors of the Company had interest in the share options granted under the Company’s share option schemes as follows:

			Number of
			underlying
		Number of	Shares of
		share	the
Name of Director	Capacity	options held	Company
Liu De Shu	Beneficial owner	211,900	211,900
Harry Yang	Beneficial owner	210,600	210,600
Wade Fetzer III	Beneficial owner	128,000	128,000

Save as disclosed above, as at the Latest Practicable Date, none of the Directors and chief executives of the Company had any interest or short position in the Shares, underlying Shares and debt securities of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) nor had any interest in the right to subscribe for Shares in the Company which had to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which the Director and the chief executive was taken or deemed to have under such provisions of the SFO) or which were required, pursuant to section 352 of the SFO, to be entered in the register of the Company referred to therein or which were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules, to be notified to the Company and the Stock Exchange.

3. DIRECTORS’ SERVICE CONTRACTS

During the year 2008, Mr. Harry Yang, executive Director and Deputy General Manager of the Company, renewed his service contract with the Company for a term of another three years, up to 27 July 2011. On 15 July 2010, Mr. Feng Zhi Bin, executive Director and Chief Executive Officer of the Company, entered into a service contract with the Company for a term of office commencing from 15 July 2010 until 27 July 2011. Pursuant to the terms stipulated in their service contracts, the respective service contract with the Company may be (i) terminated prior to its expiry if either party serves two months’ prior notice to the other in writing; or (ii) terminated by the Company in case of bankruptcy, diseases and any other significant faults of a director as described in the respective service contract. Should the Company terminate the respective service contract with Mr. Feng Zhi Bin or Mr. Harry Yang prior to its expiry, Mr. Feng Zhi Bin or Mr. Harry Yang will be entitled to receive a cash compensation equivalent to 11 months of his annual director’s salary, save for circumstances described in item (ii) above.

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APPENDIX I

GENERAL INFORMATION

Saved as disclosed above, as at the Latest Practicable Date, none of the Directors had entered into or proposed to enter into any service contract with the Company or any of its subsidiaries (excluding contracts expiring or determinable by the employer within one year without payment of compensation, other than statutory compensation).

4. COMPETING INTERESTS

As at the Latest Practicable Date, Mr. Harry Yang, an executive Director and Deputy General Manager of the Company, is also a director of US Agri-Chemicals Corporation, which is a wholly-owned subsidiary of Sinochem Group and was engaged in the production of fertilizer prior to its cessation of business in November 2005. Although US Agri-Chemicals Corporation ceased its operation, as at the Latest Practicable Date, it still maintained its company registration with the relevant authorities in the United States. As at the same date, other than Mr. Harry Yang, none of the directors of US Agri-Chemicals Corporation held any positions or assumed any role in the Group.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors and their respective associates was interested in any business apart from the business of the Group, which competes or is likely to compete, either directly or indirectly, with the business of the Group.

5. OTHER ARRANGEMENTS INVOLVING DIRECTORS

As at the Latest Practicable Date:

(a) none of the Directors was materially interested in any contract or arrangement entered into by any member of the Group subsisting at the Latest Practicable Date and which was significant in relation to the business of the Group; and
(b) none of the Directors had any direct or indirect interest in any assets which had been since 31 December 2009 (the date to which the latest published audited consolidated financial statements of the Company were made up), (i) acquired or disposed of by; (ii) leased to; or (iii) are proposed to be acquired or disposed of by; or (iv) are proposed to be leased to any member of the Group.

6. MATERIAL ADVERSE CHANGES

As at the Latest Practicable Date, the Directors were not aware of any material adverse changes in the financial or trading position of the Company since 31 December 2009, being the date to which the latest published audited consolidated financial statements of the Group were made up. The information on the performance and financial condition of the Group for the six months ended 30 June 2010 is disclosed in the Company’s interim report 2010 dated 26 August 2010.

– 24 –

GENERAL INFORMATION

APPENDIX I

7. EXPERTS

The following is the qualification of the expert who has given its opinions or advice, which are contained or referred to in this circular:

Name

Qualification

Somerley a corporation licensed to carry out business in type 1 (dealing in securities), type 4 (advising on securities), type 6 (advising on corporate finance) and type 9 (asset management) regulated activities as defined under the SFO

As at the Latest Practicable Date, Somerley:

(a) has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and references to its name, in the form and context in which it appears;
(b) did not have any shareholding in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group; and
(c) did not have any direct or indirect interest in any assets which had been since 31 December 2009 (the date to which the latest published audited consolidated financial statements of the Company were made up), acquired, disposed of by, or leased to any member of the Group or were proposed to be acquired or disposed of by, or leased to any member of the Group.

8. GENERAL

In the event of inconsistency, the English text of this circular shall prevail over the Chinese text.

9. DOCUMENTS AVAILABLE FOR INSPECTION

A copy of each of (i) the MOU, (ii) the Addendum, (iii) the Sales Contract, (iv) the Former Addendums and (v) the service contracts mentioned in paragraph 3 above is available for inspection during normal business hours on any weekday (excluding Saturdays, Sundays and public holidays) at the principal place of business of the Company at Units 4601-4610, 46th Floor, Office Tower, Convention Plaza, 1 Harbour Road, Wanchai, Hong Kong up to and including the date of the SGM.

– 25 –

BIOGRAPHIES OF DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX II

Set out below are the biographies of Directors proposed for re-election at the SGM.

1. Mr. Feng Zhi Bin (“Mr. Feng”) – Executive Director and Chief Executive Officer

Mr. Feng Zhi Bin, aged 46, is an executive Director and Chief Executive Officer of the Company. Mr. Feng graduated from Renmin University of China with a qualification of master of philosophy and obtained an EMBA degree from China Europe International Business School. Mr. Feng has around 20 years of experience in corporate management and operation. Prior to his appointment as executive Director and Chief Executive Officer of the Company, Mr. Feng was appointed as the assistant to president of Sinochem Group, the ultimate controlling shareholder of the Company in July 2000 and was promoted to the position of vice president of Sinochem Group in January 2006. He has also been appointed as chairman and general manager of Sinochem Lantian Co., Ltd since June 2008, and appointed as director of Sinochem Corporation since June 2009. Mr. Feng has been a director and chairman of the board of Zhejiang Int’l Group Co., Ltd., an affiliate of Sinochem Group listed on the Shenzhen Stock Exchange (stock code: 000411) since October 2008. During the last 10 years, Mr. Feng has also held various positions with the subsidiaries and affiliates of Sinochem Group overseeing the management of the Sinochem Group’s investment business, fluorine chemicals business, leasing and non-banking financial businesses including trust and fund management company. Currently, Mr. Feng also holds directorships and senior management positions with various subsidiaries and/or affiliates of the Group.

Prior to 2000, Mr. Feng was the deputy general manager of the corporate management department, general manager of the human resources department and the corporate development department of China National Machinery Import and Export Corporation. Mr. Feng then became in charge of Genertec Industrial Co. Ltd. Mr. Feng had also worked in the Policy Research Office of the CPC Organisation Department. He served as the deputy secretary of the CPC Committee of Dengzhou Town, Penglai, Shandong Province from August 1991 to September 1992. He was the deputy director of the Economic Development Bureau of the Economic Development District of Yantai Municipality between September 1992 and November 1993. Mr. Feng was an assistant lecturer and a lecturer of Renmin University of China from July 1986 to February 1990.

Save as disclosed above and except his directorship in the Company, Mr. Feng did not hold any directorships in any other listed public companies in Hong Kong or overseas in the past three years and does not hold any other positions with the Company or other members of the Group.

Mr. Feng does not have any relationship with any Directors, senior management, substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Feng does not have, and is not deemed to have any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO).

– 26 –

APPENDIX II

BIOGRAPHIES OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Feng has entered into a service contract with the Company for a term of office commencing from 15 July 2010 until 27 July 2011, subject to early termination (i) by either party serving a written notice of not less than two months on the other or (ii) by the Company by reason of the director’s bankruptcy, ill-health or other material defaults specified under the service contract. According to the service contract, Mr. Feng will receive from the Company a fixed fee at the rate of RMB1,703,000 (equivalent to approximately HK$1,953,654) per annum and housing allowance of not more than RMB1,200,000 (equivalent to approximately HK$1,376,620) per annum (payable to the extent of accommodation expenses actually incurred by him), in each case as determined by, and subject to annual review of the remuneration committee of the Board. Pursuant to his service contract, Mr. Feng will receive end-of-year bonuses the amount of which will be determined by reference to the Company’s performance for the relevant year and is subject to adjustment of not more than 20% as determined by the remuneration committee of the Company. According to the service contract, if the Company terminates the service contract with Mr. Feng prior to the expiry of its term and other than in the circumstances described in (ii) above, Mr. Feng will be entitled to a cash compensation equivalent to 11 months of the annual fixed fee then payable to him. Mr. Feng’s remuneration was approved by the remuneration committee of the Company and determined with reference to his experience and responsibilities and prevailing market standards.

Save as disclosed above, the Directors are not aware of any matter in relation to Mr. Feng that needs to be brought to the attention of the Shareholders, nor is there any information required to be disclosed pursuant to any of the requirements under rules 13.51(2)(h) to (v) of the Listing Rules.

2. Mr. Yang Lin (“Mr. Yang”) – Non-executive Director

Mr. Yang Lin, aged 46, is a non-executive Director of the Company. Mr. Yang graduated from Tianjin University of Commerce with a bachelor’s degree in Economics majoring in commercial enterprise management. He completed a course of enterprise management in University of Stuttgart in Germany from 1990 to 1993 and is currently studying an EMBA course at Xiamen University. Mr. Yang has ten years’ experience in enterprise treasury management. Mr. Yang worked as an assistant manager of Siemens AG and a product manager of Wella AG during 1993 and 1994. He joined Sinochem Group in 1994 and held various positions, including assistant to general manager of the planning and financial department, deputy manager of the finance department, deputy general manager of the merger and acquisition department, and general manager of the treasury department. Mr. Yang is currently the general accountant of Sinochem Group and the chief financial officer of Sinochem Corporation. Mr. Yang also holds directorships and senior management positions with various subsidiaries and/or affiliates of Sinochem Group.

Mr. Yang has been a director of Sinochem International Corporation, a subsidiary of Sinochem Group listed on the Shanghai Stock Exchange (stock code: 600500) since June 2010, and a supervisor of China State Construction Engrg. Corp. Ltd., a company listed on the Shanghai Stock Exchange (stock code: 601668) since December 2007. He was a non-executive director of Sino-Ocean Land Holdings Limited, a company listed on the Stock Exchange (stock

– 27 –

APPENDIX II

BIOGRAPHIES OF DIRECTORS PROPOSED FOR RE-ELECTION

code: 3377) from January 2002 to October 2007. Save as disclosed above, Mr. Yang did not hold any directorships in other listed public companies in Hong Kong or overseas in the past three years and does not hold any other positions with the Company or other members of the Group.

Save as disclosed above, Mr. Yang does not have any relationships with any Directors, senior management, substantial or controlling shareholders of the Company.

As at the Latest Practicable Date, Mr. Yang does not have, and is not deemed to have any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO).

Mr. Yang does not enter into any service contract with the Company in relation to his appointment as a non-executive Director. The term of office of Mr. Yang will be two years from 26 August 2010. Mr. Yang will be entitled to a director’s fee of HK$385,000 per annum, subject to review every year. Mr. Yang has agreed to waive his director’s fee for the year ending 31 December 2010.

Save as disclosed above, the Directors are not aware of any matter relating to Mr. Yang that needs to be brought to the attention of the Shareholders, nor is there any information required to be disclosed pursuant to any of the requirements under rules 13.51(2)(h) to (v) of the Listing Rules.

– 28 –

NOTICE OF SPECIAL GENERAL MEETING

==> picture [63 x 61] intentionally omitted <==

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 297)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of Sinofert Holdings Limited (the “Company”) will be held at Chief Executive Suite II & III, 5th Floor, Grant Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on 9 December 2010 at 3:00 p.m. (or any adjournment thereof) to consider and, if thought fit, pass, with or without modifications, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. “ THAT :

(a) the MOU (as defined and described in the circular to the shareholders of the Company dated 10 November 2010 (the “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;
(b) the proposed annual caps of the transactions contemplated under the MOU as described in the Circular be and are hereby approved, ratified and confirmed; and
(c) the directors of the Company or any other person authorized by the directors of the Company be and are hereby authorized 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.”
For identification purposes only

– 29 –

NOTICE OF SPECIAL GENERAL MEETING

“ THAT :
(a) the Addendum (as defined and described in the Circular), a copy of which has been produced to the meeting marked “B” 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; and
(b) the directors of the Company or any other person authorized by the directors of the Company be and are hereby authorized 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 Addendum 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 Addendum which in their opinion is not of a material nature and to effect or implement any other matters referred to in this resolution.”
(A) To re-elect Mr. Feng Zhi Bin as an executive director of the Company.
(B) To re-elect Mr. Yang Lin as a non-executive director of the Company.

For and behalf of the Board of Sinofert Holdings Limited Feng Zhi Bin

Executive Director and Chief Executive Officer

Hong Kong Special Administrative Region of the People’s Republic of China

10 November 2010

– 30 –

NOTICE OF SPECIAL GENERAL MEETING

Notes:

The register of members of the Company will be closed from 8 December 2010 to 9 December 2010, 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, Tricor Secretaries Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, by not later than 4:30 p.m. on 7 December 2010.
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 on his behalf. A proxy need not be a member of the Company.
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 that power or authority, must be deposited at the branch share registrar and transfer office of the Company in Hong Kong, Tricor Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof.
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.
Voting of the ordinary resolutions set out in this notice will be by way of poll.
The biographies of the directors proposed for re-election are set out in Appendix II of the Circular of which this notice forms part.
As at the date of this notice, the executive directors of the Company are Mr. Feng Zhi Bin (Chief Executive Officer) and Mr. Harry Yang; the non-executive directors of the Company are Mr. Liu De Shu (Chairman), Mr. Yang Lin, Dr. Stephen Francis Dowdle and Mr. Wade Fetzer III; and the independent non-executive directors of the Company are Mr. Ko Ming Tung, Edward, Dr. Tang Tin Sek and Mr. Tse Hau Yin, Aloysius.

– 31 –

AI assistant

CWT International Limited — Proxy Solicitation & Information Statement 2010

49269_rns_2010-11-09_4b988009-2ce8-4c51-ad12-4f8c0a48c321.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

CONTINUING CONNECTED TRANSACTION AND CONNECTED TRANSACTION WITH CANPOTEX LIMITED AND

RE-ELECTION OF DIRECTORS

SOMERLEY LIMITED

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

LETTER FROM THE BOARD

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

CONTINUING CONNECTED TRANSACTION AND CONNECTED TRANSACTION WITH CANPOTEX LIMITED AND RE-ELECTION OF DIRECTORS

INTRODUCTION

LETTER FROM THE BOARD

LETTER FROM THE BOARD

MEMORANDUM OF UNDERSTANDING

Nature of transaction

Pricing and payment

LETTER FROM THE BOARD

ADDENDUM

Nature of transaction

Consideration

REASONS FOR THE TRANSACTIONS

LETTER FROM THE BOARD

PROPOSED ANNUAL CAPS UNDER THE MOU

IMPLICATIONS UNDER THE LISTING RULES

INFORMATION ON THE COMPANY

RE-ELECTION OF DIRECTORS

LETTER FROM THE BOARD

SGM

LETTER FROM THE BOARD

RECOMMENDATION

FURTHER INFORMATION

Sinofert Holdings Limited Feng Zhi Bin

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

CONTINUING CONNECTED TRANSACTION AND CONNECTED TRANSACTION WITH CANPOTEX LIMITED

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

LETTER FROM SOMERLEY

SOMERLEY LIMITED

CONTINUING CONNECTED TRANSACTION AND CONNECTED TRANSACTION WITH CANPOTEX LIMITED

INTRODUCTION

LETTER FROM SOMERLEY

PRINCIPAL FACTORS AND REASONS CONSIDERED

1. Information on the Group and Sinochem Macao

LETTER FROM SOMERLEY

2. Information on Potash and Canpotex

3. Background to and reasons for the MOU and the Addendum

4. Principal terms of the MOU

Nature of transaction

LETTER FROM SOMERLEY

Pricing and payment

5. Principal terms of the Addendum

Nature of transaction

Consideration

6. Annual Caps and comparison of terms with independent suppliers

LETTER FROM SOMERLEY

(b) Assessment of the Annual Caps

LETTER FROM SOMERLEY

7. Outlook of potash fertilizers market in the PRC

LETTER FROM SOMERLEY

8. Reporting requirements and conditions of the continuing connected transaction

LETTER FROM SOMERLEY

RECOMMENDATION

1. RESPONSIBILITY STATEMENT

2. INTEREST IN SECURITIES

(a) Ordinary shares of HK$0.1 each of the Company

(b) Share options of the Company

3. DIRECTORS’ SERVICE CONTRACTS

GENERAL INFORMATION

4. COMPETING INTERESTS

5. OTHER ARRANGEMENTS INVOLVING DIRECTORS

6. MATERIAL ADVERSE CHANGES

7. EXPERTS

Name

Qualification

8. GENERAL

CWT International Limited Proxy Solicitation & Information Statement 2010

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

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

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

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