CWT International Limited — Proxy Solicitation & Information Statement 2014

Apr 24, 2014

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)

REVISION OF ANNUAL CAPS FOR CONTINUING CONNECTED TRANSACTIONS UNDER THE SULPHUR IMPORT FRAMEWORK AGREEMENT

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

SOMERLEY CAPITAL LIMITED

A letter from the Board is set out on pages 4 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 25 of this circular.

A notice convening the SGM of Sinofert Holdings Limited to be held at Chief Executive Suite I, 5th Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on 15 May 2014 at 10:15 a.m. (or immediately after the conclusion or adjournment of the annual general meeting of the Company scheduled to be convened on the same day at 10:00 a.m. at the same venue, whichever is the later) is set out on pages 30 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, Level 22, Hopewell Centre, 183 Queen’s Road East, 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.

25 April 2014

* For identification purposes only

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Continuing Connected Transactions under
the Sulphur Import Framework Agreement . . . . . . . . . . . . . . . . . . . . . . . .	5
Reasons and Benefits for the Continuing Connected Transactions . . . . . . . .	8
Implications of the Listing Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Further Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . .	12
LETTER FROM SOMERLEY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
APPENDIX I — GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . .	26
NOTICE OF SPECIAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . .	30

– i –

DEFINITIONS

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

• “associate(s)” has the same meaning ascribed to it under the Listing Rules

• “Board” the board of Directors of the Company

• “Company” Sinofert Holdings Limited, a company incorporated on 26 May 1994 in Bermuda with limited liability, the ordinary shares of which are listed on the Stock Exchange

• “connected person” has the same meaning ascribed to it under the Listing Rules

• “controlling shareholder” has the same meaning ascribed to it under the Listing Rules

• “Director(s)” the director(s) of the Company

• “Dohigh Trading” 敦尚貿易有限公司 (Dohigh Trading Limited), a limited liability company incorporated in Hong Kong and an indirect wholly-owned subsidiary of the Company

• “Group” the Company and its subsidiaries

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong” Hong Kong Special Administrative Region of the PRC

• “Independent Board the independent board committee of the Company Committee” formed to consider the transactions contemplated under the Sulphur Import Framework Agreement and the proposed revised annual caps

– 1 –

DEFINITIONS

• “Independent Financial Adviser” or “Somerley”

• “Independent Shareholders”

• “Latest Practicable Date”

• “Listing Rules”

• “PRC”

• “RMB”

• “SFO”

• “SGM”

• “Share(s)”

• Somerley Capital Limited, a licensed corporation to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO, the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the transactions contemplated under the Sulphur Import Framework Agreement (including the proposed revised annual caps relating thereto)

• Shareholders who are not required to abstain from voting at the SGM to approve the continuing connected transactions, referring to shareholders other than Sinochem Group and its associates

• 22 April 2014, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• the Rules Governing the Listing of Securities on the Stock Exchange

• the People’s Republic of China, which for the purposes of this circular only, excludes Hong Kong, Macao Special Administrative Region and Taiwan

• Renminbi, the lawful currency of the PRC

• the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• the special general meeting of the Company to be held at Chief Executive Suite I, 5th Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on 15 May 2014 at 10:15 a.m. (or immediately after the conclusion or adjournment of the annual general meeting of the Company scheduled to be convened on the same day at 10:00 a.m. at the same venue, whichever is the later), or any adjournment thereof, the notice of which is set out on pages 30 to 31 of this circular

• ordinary share(s) of HK$0.10 each in the capital of the Company

– 2 –

DEFINITIONS

• “Shareholder(s)”

• registered holder(s) of ordinary share(s) of HK$0.10 each in the capital of the Company

• “Sinochem Corporation”

• 中國中化股份有限公司 (Sinochem Corporation), a joint stock company with limited liability established under the laws of the PRC and a subsidiary of Sinochem Group

• “Sinochem Fertilizer”

• 中化化肥有限公司 (Sinochem Fertilizer Company Limited), a limited liability company incorporated 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 incorporated in the PRC and the ultimate controlling shareholder of the Company

• “Sinochem HK”

• Sinochem Hong Kong (Group) Company Limited, a company incorporated in Hong Kong with limited liability, which is wholly-owned by Sinochem Corporation and is the immediate controlling shareholder of the Company

• “Stock Exchange”

• The Stock Exchange of Hong Kong Limited

• “subsidiary(ies)”

• has the same meaning ascribed to it under the Listing Rules

• “Sulphur Import Framework Agreement”

• the framework agreement in relation to the import of sulphur and other fertilizer raw materials dated 5 December 2013 entered into among Sinochem Fertilizer, Dohigh Trading and Sinochem Group

• “US$”

• US dollars, the lawful currency of the United States of America

• “%”

• percent

For the purposes of illustration only, US$ is translated into HK$ at the rate of US$1.00 = HK$7.7590, while RMB is translated into HK$ at the rate of RMB1.00 = HK$1.2623. No representation is made that any amount in US$ or RMB has been or could be converted at the above rates or at any other rates or at all.

– 3 –

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: WANG Hong Jun (Chief Executive Officer) Harry YANG

Non-executive Directors: LIU De Shu (Chairman) YANG Lin Stephen Francis DOWDLE XIANG Dandan

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

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

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

25 April 2014

To: the Shareholders

Dear Sir or Madam,

REVISION OF ANNUAL CAPS FOR CONTINUING CONNECTED TRANSACTIONS UNDER THE SULPHUR IMPORT FRAMEWORK AGREEMENT

INTRODUCTION

Reference is made to (i) the announcement of the Company dated 5 December 2013 in relation to the Sulphur Import Framework Agreement entered into between Sinochem Fertilizer and Dohigh Trading, two indirect wholly-owned subsidiaries of the Company, and Sinochem Group, pursuant to which Sinochem Group has been importing and will continue to import sulphur and other fertilizer raw materials sourced by Dohigh Trading and sell them to Sinochem Fertilizer during the period from 1 January 2014 to 31

• For identification purposes only

– 4 –

LETTER FROM THE BOARD

December 2014 (both days inclusive); and (ii) the announcement in relation to the revision of annual caps for the continuing connected transactions under the Sulphur Import Framework Agreement dated 3 April 2014. The transactions contemplated under the Sulphur Import Framework Agreement constitute continuing connected transactions of the Company, and are subject to the reporting, announcement, annual review and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

The purpose of this circular is to provide you with (i) further information on the details of the Sulphur Import Framework Agreement and the transactions contemplated thereunder (including the proposed revised annual caps relating thereto); (ii) the letter of recommendation from the Independent Board Committee to the Independent Shareholders; (iii) the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders; (iv) the notice of the SGM; and (v) other information as required under the Listing Rules.

CONTINUING CONNECTED TRANSACTIONS UNDER THE SULPHUR IMPORT FRAMEWORK AGREEMENT

Principal Terms of the Sulphur Import Framework Agreement

Date

5 December 2013

Parties

• (a) Sinochem Fertilizer

• (b) Dohigh Trading

• (c) Sinochem Group

Nature of transactions

Pursuant to the Sulphur Import Framework Agreement, Sinochem Group has been importing and will continue to import sulphur and other fertilizer raw materials sourced by Dohigh Trading only, and sell them all to Sinochem Fertilizer except for any sulphur and other fertilizer raw materials imported by Sinochem Group on behalf of its other customers.

– 5 –

LETTER FROM THE BOARD

Pricing

Under the Sulphur Import Framework Agreement, unless otherwise determined by the PRC government, the pricing principles for the sale and purchase of sulphur and other fertilizer raw materials between the parties are as follows:

• (i) the price to be paid by Sinochem Group to Dohigh Trading for sulphur and other fertilizer raw materials sold by Dohigh Trading to Sinochem Group shall be determined in accordance with the prevailing international market price; and

• (ii) the price to be paid by Sinochem Fertilizer to Sinochem Group for sulphur and other fertilizer raw materials sold by Sinochem Group to Sinochem Fertilizer shall be determined in accordance with the domestic wholesale price at port.

In determining the prevailing international market price and the domestic wholesale price at port, the parties generally make reference to weekly sulphur reports published by certain independent commodity information providers such as Argus Media and Baichuan (百川資訊). Such reports, usually updated on a weekly basis and available to the Company by subscription, provide up to date information on market trend and prevailing market prices.

In addition, the Group maintains regular contacts with domestic and overseas sulphur producers, distributors and traders, keeping abreast of the latest international bidding price and spot price and the latest domestic port price and factory price. Before placing a purchase order with Sinochem Group, the Group usually obtains reference prices from three or more suppliers. The Group also takes into account the demand of its downstream customers when determining the prices of the transactions. Such prices will be reported to the manager of the sulphur department, and then submitted to the vice president in charge of the sulphur business for approval.

As the procurement and approval process involves reference to industry reports as well as up to date market prices as mentioned above, the Company considers that methods and procedures adopted above can ensure that the transactions will be conducted on normal commercial terms and not prejudicial to the interests of the Company and its minority Shareholders.

Payment

Sinochem Fertilizer and Sinochem Group shall enter into specific agreements in relation to the type, specification, quantities, packaging and price of the sulphur and other fertilizer raw materials, and Sinochem Fertilizer shall make the full payment to Sinochem Group by bank draft or other means for its purchase of the sulphur and other fertilizer raw materials. Upon receipt of the payment made by Sinochem Fertilizer, Sinochem Group shall enter into specific agreements with Dohigh Trading in relation to the import of sulphur and other raw fertilizer materials.

– 6 –

LETTER FROM THE BOARD

The parties shall enter into specific agreements setting out detailed terms of the transactions including the payment terms. As a market practice, payments to overseas suppliers are usually settled by way of letter of credit or telegraphic transfer, while payments to domestic suppliers are usually settled by way of payment on delivery, advance payment or letter of credit. The payment terms, subject to further negotiation between the parties, will be in line with the above market practices.

Termination and expiration

Where a party to the Sulphur Import Framework Agreement has breached any terms of the Sulphur Import Framework Agreement and such breach is not remedied within 60 days of the date of written notice from the other party(ies) requesting remedy of the breach, the other party(ies) may terminate the Sulphur Import Framework Agreement. In addition, during the term of the Sulphur Import Framework Agreement, Sinochem Fertilizer and Dohigh Trading are entitled to terminate the Sulphur Import Framework Agreement by giving one month’s notice to the other parties.

The Sulphur Import Framework Agreement will expire on 31 December 2014. The term of the Sulphur Import Framework Agreement can be extended with the consent of Sinochem Fertilizer, Dohigh Trading and Sinochem Group.

Revision of Annual Caps

The Company currently estimates that due to the significant increase in the price of and the demand for sulphur, the annual transaction amounts under the Sulphur Import Framework Agreement for the year ending 31 December 2014 are expected to exceed the original annual caps as disclosed in the announcement dated 5 December 2013. As such, the Company intends to revise the annual caps for the year ending 31 December 2014 under the Sulphur Import Framework Agreement in respect of the import of sulphur and other fertilizer raw materials by Sinochem Group from Dohigh Trading and the sale of sulphur and other fertilizer raw materials by Sinochem Group to Sinochem Fertilizer, respectively.

As at the Latest Practicable Date, the transaction amounts of the continuing connected transactions under the Sulphur Import Framework Agreement have not exceeded the original annual caps for the year ending 31 December 2014 as disclosed in the announcement dated 5 December 2013.

Annual cap for continuing connected transactions between Dohigh Trading and Sinochem Group

The Company proposes to revise the annual cap for the year ending 31 December 2014 in respect of the import of sulphur and other fertilizer raw materials by Sinochem Group from Dohigh Trading from US$55,000,000 (equivalent to approximately HK$426,745,000) to US$110,000,000 (equivalent to approximately HK$853,490,000). Such estimates are calculated based on the current transaction amount, the projected

– 7 –

LETTER FROM THE BOARD

quantities of purchase by Sinochem Fertilizer from Sinochem Group through the arrangement with Dohigh Trading and the projected average price per tonne of products for the remaining term of the Sulphur Import Framework Agreement (which is determined in accordance with the prevailing international market price).

The historical amounts of such continuing connected transactions for the two years ended 31 December 2013 and the three months ended 31 March 2014 were approximately US$13,293,000 (equivalent to approximately HK$103,140,000), US$17,727,000 (equivalent to approximately HK$137,544,000) and US$34,096,000 (equivalent to approximately HK$264,551,000), respectively.

Annual cap for continuing connected transactions between Sinochem Fertilizer and Sinochem Group

The Company proposes to revise the annual cap for the year ending 31 December 2014 in respect of the sale of sulphur and other fertilizer raw materials by Sinochem Group to Sinochem Fertilizer from RMB336,000,000 (equivalent to approximately HK$424,133,000) to RMB675,000,000 (equivalent to approximately HK$852,053,000). Such estimates are calculated based on the current transaction amount, the projected quantities of purchase of sulphur and other fertilizer raw materials by Sinochem Fertilizer from Sinochem Group and the projected average price per tonne of products for the remaining term of the Sulphur Import Framework Agreement (which is determined in accordance with the domestic wholesale price at port).

The historical amounts of such continuing connected transactions for the two years ended 31 December 2013 and the three months ended 31 March 2014 were approximately RMB78,635,000 (equivalent to approximately HK$99,261,000), RMB99,291,000 (equivalent to approximately HK$125,335,000) and RMB194,484,000 (equivalent to approximately HK$245,497,000), respectively.

Due to the short supply of sulphur, the price of sulphur increased since the fourth quarter of 2013 and continued its upward trend until February 2014. After reaching its high in February 2014, the price of sulphur started to decline in March 2014. Taking into account the latest price trend and the projected average price on an annual basis, the Company considers that the revised annual caps for the transactions between Dohigh Trading and Sinochem Group as well as the transactions between Sinochem Fertilizer and Sinochem Group will be sufficient.

REASONS AND BENEFITS FOR THE CONTINUING CONNECTED TRANSACTIONS

As a state-owned enterprise in the PRC, Sinochem Group enjoyed domestic preferential policies issued by the PRC government from time to time. The Sulphur Import Framework Agreement is entered into for the purchase of sulphur and other fertilizer raw materials through Sinochem Group as importer so as to make full use of domestic preferential policies, such as import-related preferential policies.

– 8 –

LETTER FROM THE BOARD

Mr. Liu De Shu and Mr. Yang Lin are regarded as having a material interest in the Sulphur Import Framework Agreement and have abstained from voting on the Board resolutions passed to approve the transactions contemplated under the Sulphur Import Framework Agreement.

The Directors (including the independent non-executive Directors) consider that the continuing connected transactions contemplated under the Sulphur Import Framework Agreement have been conducted on normal commercial terms, are fair and reasonable and in the interests of the Company and the Shareholders as a whole, and that the proposed revised annual caps for the continuing connected transactions contemplated under the Sulphur Import Framework Agreement are fair and reasonable.

IMPLICATIONS OF THE LISTING RULES

Each of Sinochem Fertilizer and Dohigh Trading is an indirect wholly-owned subsidiary of the Company. Sinochem Group is the ultimate controlling shareholder of the Company holding an effective interest of approximately 52.65% of the Company and is therefore a connected person of the Company. Pursuant to Chapter 14A of the Listing Rules, the transactions contemplated under the Sulphur Import Framework Agreement constitute continuing connected transactions of the Company. Given that the relevant applicable percentage ratios in respect of the proposed revised annual caps under the Sulphur Import Framework Agreement are more than 5%, such transactions are subject to the reporting, announcement, annual review and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

The transaction amounts of the continuing connected transactions under the Sulphur Import Framework Agreement will be closely monitored to ensure that they fall within 5% of the applicable percentage ratios as defined in the Listing Rules, prior to obtaining approval from the Independent Shareholders at the SGM.

GENERAL INFORMATION

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.

Sinochem Fertilizer is engaged in the production, import, export, distribution, wholesale and retail of fertilizer raw materials and products, as well as research and development and services in the field of fertilizer-related business and products.

Dohigh Trading is principally engaged in the trading of fertilizers and other agri-chemical products.

– 9 –

LETTER FROM THE BOARD

Sinochem Group is a key state-controlled enterprise established in 1950. It indirectly holds 98% equity interests in Sinochem HK, which in turn owns approximately 52.65% of the Company. Sinochem Group’s core business is as follows: trade, distribution and logistics of petroleum, fertilizer, chemicals, crude oil, fuel oil and natural rubber futures; overseas oil and gas exploitation and production, refinery, chemical mining and washing, fertilizer and chemicals production; hotel and real estate development and operation.

SGM

A resolution approving the transactions contemplated under the Sulphur Import Framework Agreement and the proposed revised annual caps relating thereto shall be proposed at the SGM.

In view of Sinochem Group’s interests in the Sulphur Import Framework Agreement, Sinochem Group and its associates are required to abstain and shall abstain from voting on the resolution to be proposed at the SGM to approve the transactions contemplated under the Sulphur Import Framework Agreement and the proposed revised annual caps relating thereto.

A notice convening the SGM to be held at Chief Executive Suite I, 5th Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on 15 May 2014 at 10:15 a.m. (or immediately after the conclusion or adjournment of the annual general meeting of the Company scheduled to be convened on the same day at 10:00 a.m. at the same venue, whichever is the later) is set out on pages 30 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, Level 22, Hopewell Centre, 183 Queen’s Road East, 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.

RECOMMENDATION

The Directors (including the independent non-executive Directors) consider that the continuing connected transactions contemplated under the Sulphur Import Framework Agreement have been conducted by the Company in its ordinary and usual course of business, on normal commercial terms, are fair and reasonable and in the interests of the Company and the Shareholders as a whole, and that the proposed revised annual caps for the continuing connected transactions contemplated under the Sulphur Import Framework Agreement are fair and reasonable. The Directors therefore recommend the Independent Shareholders to vote in favour of the relevant resolution set out in the notice of the SGM.

– 10 –

LETTER FROM THE BOARD

FURTHER INFORMATION

The Independent Board Committee comprising all three independent non-executive Directors has been appointed to recommend the Independent Shareholders in respect of the transactions contemplated under the Sulphur Import Framework Agreement (including the proposed revised annual caps relating thereto). Somerley has been appointed as the Independent Financial Adviser 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 the Independent Financial Adviser set out on pages 14 to 25 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 Appendix to this circular.

Yours faithfully, For and on behalf of the Board of Sinofert Holdings Limited Wang Hong Jun

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)

To: the Independent Shareholders

Dear Sir or Madam,

REVISION OF ANNUAL CAPS FOR CONTINUING CONNECTED TRANSACTIONS UNDER THE SULPHUR IMPORT FRAMEWORK AGREEMENT

We refer to the circular of the Company dated 25 April 2014 (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 as to whether, in our opinion, the transactions contemplated under the Sulphur Import Framework Agreement (including the proposed revised annual caps relating thereto) are conducted by the Company in its ordinary and usual course of business, are in the interests of the Company and the Shareholders as a whole and are fair and reasonable so far as the Independent Shareholders are concerned. In this connection, Somerley has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the transactions contemplated under the Sulphur Import Framework Agreement (including the proposed revised annual caps relating thereto).

We wish to draw your attention to the letter from the Board set out on pages 4 to 11 of the Circular, and the letter from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders set out on pages 14 to 25 of the circular which contains its opinion in respect of transactions contemplated under the Sulphur Import Framework Agreement (including the proposed revised annual caps relating thereto).

• For identification purposes only

– 12 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Having taken into account the advice of the Independent Financial Adviser and its recommendation in relation thereto, we consider that the transactions contemplated under the Sulphur Import Framework Agreement (including the proposed revised annual caps relating thereto) are conducted by the Company in its ordinary and usual course of business, are in the interests of the Company and the Shareholders as a whole and are fair and reasonable so far as the Independent Shareholders are concerned. Accordingly, we recommend that you vote in favour of the relevant resolution set out in the notice of the SGM.

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.

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SOMERLEY CAPITAL LIMITED

20th Floor China Building 29 Queen’s Road Central Hong Kong

25 April 2014

• To: the Independent Board Committee and the Independent Shareholders

Dear Sirs,

REVISION OF ANNUAL CAPS FOR CONTINUING CONNECTED TRANSACTIONS UNDER THE SULPHUR IMPORT FRAMEWORK AGREEMENT

INTRODUCTION

We refer to our appointment to advise the Independent Board Committee and the Independent Shareholders in relation to the import of sulphur and other fertilizer raw materials for Sinochem Fertilizer by Sinochem Group through the arrangement with Dohigh Trading for the year 2014 pursuant to the terms of the Sulphur Import Framework Agreement, for which the Independent Shareholders’ approval is being sought, including the revision of annual caps thereto (the “Revised Annual Caps”). Details of the Sulphur Import Framework Agreement and the Revised Annual Caps are contained in the circular of the Company to the Shareholders dated 25 April 2014 (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.

As at the Latest Practicable Date, each of Sinochem Fertilizer and Dohigh Trading is an indirectly wholly-owned subsidiary of the Company. Since Sinochem Group is the ultimate controlling shareholder of the Company holding an interest of approximately 52.65% of the Company, it is a connected person of the Company under the Listing Rules. Accordingly, the transactions contemplated under the Sulphur Import Framework Agreement constitute continuing connected transactions of the Company. As the relevant applicable percentage ratios in respect of the Revised Annual Caps are more than 5%, the transactions contemplated under the Sulphur Import Framework Agreement (including the Revised Annual Caps) are subject to the reporting, announcement, annual review and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

– 14 –

LETTER FROM SOMERLEY

In view of Sinochem Group’s interests in the Sulphur Import Framework Agreement, Sinochem Group and its associates are required to abstain from voting on the resolution to be proposed at the SGM to approve the Sulphur Import Framework Agreement, the transactions contemplated thereunder and the Revised Annual Caps relating thereto.

The Independent Board Committee comprising all the independent non-executive Directors, namely Mr. Tse Hau Yin, Aloysius, Mr. Ko Ming Tung, Edward and Dr. Tang Tin Sek, has been established to advise the Independent Shareholders whether the transactions contemplated under the Sulphur Import Framework Agreement (including the Revised Annual Caps) 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 were true, accurate and complete in all material aspects 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, affairs and financial position of the Group and the Sinochem Group, nor have we carried out any independent verification of the information supplied.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In arriving at our opinion and recommendation on the terms of the Sulphur Import Framework Agreement (including the Revised Annual Caps), we have taken the following principal factors and reasons into consideration:

1. Information on Sinochem Fertilizer, Dohigh Trading and Sinochem Group

Sinochem Fertilizer is an indirect wholly-owned subsidiary of the Company incorporated in the PRC. It is engaged in the production, import, export, distribution, wholesale and retail of fertilizer raw materials and products, as well as research and development and services in the field of fertilizer-related business and products.

Dohigh Trading is an indirect wholly-owned subsidiary of the Company incorporated in Hong Kong. It is principally engaged in the trading of fertilizers and other agri-chemical products.

– 15 –

LETTER FROM SOMERLEY

Sinochem Group is the controlling shareholder of the Company. It is a key state-controlled enterprise and a Global Fortune 500 Company. Its core business involves petroleum, fertilizer, trade, distribution and logistics of chemicals, crude oil, fuel oil and natural rubber futures; overseas oil and gas exploitation and production, refinery, chemical mining and washing, fertilizer and chemicals production; hotel and real estate development and operation.

2. Background to and reasons for the Sulphur Import Framework Agreement

As a state-owned enterprise in the PRC, Sinochem Group enjoys domestic preferential policies issued by the PRC government from time to time, such as import-related preferential policies. In order to make full use of such policies that may reduce the Group’s cost of import, since 2009, Dohigh Trading has been sourcing overseas sulphur and other fertilizer raw materials and selling them to Sinochem Group, after which Sinochem Group imports the products and sells them (except for products imported by Sinochem Group as an agent for other customers) to Sinochem Fertilizer.

As disclosed in the announcement of the Company dated 5 December 2013, the above arrangement is governed by the Sulphur Import Framework Agreement for a term of one year from 1 January 2014 to 31 December 2014. We are advised by the management of the Group that the agreement was entered for a term of one year, instead of three years, in order to provide more flexibility to the Group to cope with the volatility of the market price of sulphur.

According to the management of the Group, the overseas purchases of sulphur and other fertilizer raw materials by Sinochem Group from Dohigh Trading from January to March 2014 had already reached approximately 62.0% of the original annual cap of US$55.0 million, whereas the domestic sales by Sinochem Group to Sinochem Fertilizer had already reached approximately 57.9% of the original annual cap of RMB336.0 million. The Company currently estimates that due to the significant increase in the international and domestic price of sulphur since the fourth quarter of 2013, and an increase in domestic demand, the annual transaction amounts under the Sulphur Import Framework Agreement for 2014 are expected to exceed the original annual caps. In view of the above, the Company intends to increase the annual caps for 2014 under the Sulphur Import Framework Agreement.

3. Principal terms of the Sulphur Import Framework Agreement

Pursuant to the Sulphur Import Framework Agreement, Sinochem Group has been importing and will continue to import sulphur and other fertilizer raw materials sourced by Dohigh Trading only, and sell them to Sinochem Fertilizer, except for any sulphur and other fertilizer raw materials imported by Sinochem Group on behalf of its other customers.

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LETTER FROM SOMERLEY

Pricing and payment

Unless otherwise determined by the PRC government, the pricing policy of sulphur and other fertilizer raw materials under the Sulphur Import Framework Agreement is as follows:

• (i) the price to be paid by Sinochem Group to Dohigh Trading for its overseas purchases of sulphur and other fertilizer raw materials shall be determined in accordance with the prevailing international market price; and

• (ii) the price to be paid by Sinochem Fertilizer to Sinochem Group for its domestic purchases of sulphur and other fertilizer raw materials shall be determined in accordance with the domestic wholesale price at port.

Sinochem Fertilizer and Sinochem Group shall enter into specific agreements in relation to the type, specification, quantities, packaging and price of the sulphur and other fertilizer raw materials, and Sinochem Fertilizer shall make the full payment to Sinochem Group by bank draft or other means for its purchases. Upon receipt of the payment made by Sinochem Fertilizer, Sinochem Group shall enter into specific agreements with Dohigh Trading in relation to the importation of sulphur and other fertilizer raw materials.

Comparison on terms of the Sulphur Import Framework Agreement with independent third parties

We have reviewed sample contracts for the purchases of sulphur and other fertilizer raw materials between the Group and Sinochem Group and compared against contracts for similar sales between the Group and independent third party customers where applicable. We noted that the terms for transactions contemplated under the Sulphur Import Framework Agreement are no less favourable to the Group than the terms for similar transactions between the Group and independent third parties.

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LETTER FROM SOMERLEY

4. Price level of sulphur

• (a) International market price of sulphur

International market price of sulphur

US$ per tonne

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

210
190
170
150
130
110
90
70
Jan-12 Mar-12 May-12 Jul-12 Sep-12 Nov-12 Jan-13 Mar-13 May-13 Jul-13 Sep-13 Nov-13 Jan-14 Mar-14
----- End of picture text -----

Source: Baichuan ( 百川資訊 ), an independent commodity information provider

As shown in the above table, we note that the international market price of sulphur decreased in general throughout 2012. The price level of sulphur remained flat in the first quarter of 2013, before it fell sharply in the second quarter of 2013, and eventually reached its lowest point of approximately US$80.0 per tonne in August 2013. The price of sulphur picked up since the fourth quarter of 2013 and continued its upward trend to approximately US$197.5 per tonne in February 2014, primarily due to the shortage of global supply of sulphur, according to an independent research report. After reaching its high in February 2014, the price of sulphur started to drop to approximately US$152.5 per tonne in March 2014. As advised by the management of the Group, they made reference with the price level of sulphur in the fourth quarter of 2013 in estimating the original annual caps under the Sulphur Import Framework Agreement, the time when the sulphur price started to recover.

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LETTER FROM SOMERLEY

(b) Domestic market price of sulphur in the PRC

Domestic market price of sulphur in the PRC

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

RMB per tonne
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==> picture [399 x 196] intentionally omitted <==

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

1,900
1,700
1,500
1,300
1,100
900
700
500
Jan-12 Mar-12 May-12 Jul-12 Sep-12 Nov-12 Jan-13 Mar-13 May-13 Jul-13 Sep-13 Nov-13 Jan-14 Mar-14
----- End of picture text -----

Source: Bloomberg

As shown in the above table, we note that the domestic market price of sulphur in general follows the trend of its international market price from January 2012 to March 2014.

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LETTER FROM SOMERLEY

5. Revised Annual Caps under the Sulphur Import Framework Agreement

The transactions contemplated under the Sulphur Import Framework Agreement are subject to the Revised Annual Caps as discussed below.

(a) Review of historical figures

Set out below are the historical transactions between Sinochem Fertilizer, Dohigh Trading and Sinochem Group in relation to the import of sulphur and other fertilizer raw materials during the two years ended 31 December 2013 and for the three months ended 31 March 2014, the relevant annual caps during the period and the Revised Annual Caps:

		For the three
For the financial year ended		months ended
31 December		31 March
2012	2013	2014
Audited	Audited	Unaudited
(’000)	(’000)	(’000)
		(Note)

Transactions between Dohigh Trading and Sinochem Group

– Historical amounts	US$13,293	US$17,727	US$34,096
– Relevant annual caps	N/A	US$25,000	US$55,000
– Utilisation rates	N/A	70.9%	62.0%
– Revised annual caps	N/A	N/A	US$110,000
– Revised utilisation rates	N/A	N/A	31.0%
**Transactions between Sinochem Fertilizer and Sinochem **		Group
– Historical amounts	RMB78,635	RMB99,291	RMB194,484
– Relevant annual caps	N/A	RMB153,488	RMB336,000
– Utilisation rates	N/A	64.7%	57.9%
– Revised annual caps	N/A	N/A	RMB675,000
– Revised utilisation rates	N/A	N/A	28.8%

Note: Historical transactions covered the period from 1 January 2014 to 31 March 2014, whereas the relevant annual caps and the revised annual caps denote the annual caps which govern the transactions for the full year of 2014.

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LETTER FROM SOMERLEY

We note that the domestic sale of sulphur and other fertilizer raw materials by Sinochem Group to Sinochem Fertilizer increased by approximately 26.3% from approximately RMB78.6 million in 2012 to approximately RMB99.3 million in 2013. We are advised by the management of the Group that such increase was mainly attributable to the increase in sales quantity of sulphur, primarily due to the stronger demand of such product in the PRC since the second half of 2013. As a result, overseas purchases of the related products by Sinochem Group from Dohigh Trading also increased by approximately 33.1% from approximately US$13.3 million in 2012 to approximately US$17.7 million in 2013. We note that the relevant annual caps for 2013 had been fairly utilised, with utilisation rates of approximately 70.9% and 64.7% respectively.

As advised by the management of the Group, due to the gradual increase in the price of sulphur since the fourth quarter of 2013 and the continued increasing demand of sulphur in the PRC, the actual sales by Sinochem Group to Sinochem Fertilizer for the three months ended 31 March 2014 reached approximately RMB194.5 million, representing approximately 57.9% of the original annual cap under the Sulphur Import Framework Agreement. Similarly, the actual purchases by Sinochem Group from Dohigh Trading for the three months ended 31 March 2014 reached approximately US$34.1 million, representing approximately 62.0% of the original annual cap under the Sulphur Import Framework Agreement.

(b) Assessment of the Revised Annual Caps

(i) Transactions between Dohigh Trading and Sinochem Group

The Group proposes to revise the original annual cap in respect of the transactions between Dohigh Trading and Sinochem Group from US$55.0 million to US$110.0 million for the year 2014.

In assessing the reasonableness of the revised annual cap, we have discussed with the management of the Group the basis and assumptions underlying the projections for the purchase of sulphur and other fertilizer raw materials by Sinochem Group from Dohigh Trading. The revised annual cap is estimated based on (i) the transaction amounts for the first two months of 2014; (ii) the projected quantities of purchase by Sinochem Fertilizer from Sinochem Group through the arrangement with Dohigh Trading; and (iii) the projected average price per tonne of products (which is determined in accordance with the prevailing international market price) for the remaining term of Sulphur Import Framework Agreement.

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LETTER FROM SOMERLEY

After taking into account the continuing rising price level and demand on sulphur and other fertilizer raw materials since the beginning of 2014, the management of the Group estimates that the quantity of sulphur to be purchased in 2014 would be approximately 15.0% more than their initial assessment when the original annual cap was set. Based on our review, we note that such change is evidenced by the increase in sales quantity of sulphur for the three months ended 31 March 2014, which had already accounted for approximately 37.2% of the original projected sales quantity of sulphur for 2014.

In view of the continued increase in price level and the increase in demand of sulphur since the fourth quarter of 2013, the management of the Group estimates that there would be a growth of approximately 75.0% in the price level of sulphur in 2014 when compared to their initial assessment of the projected price level when the original annual cap was set. As mentioned in the above sub-section headed “International market price of sulphur”, price of sulphur started to pick up in the fourth quarter of 2013, and has been continually rising during the first two months in 2014. Although price of sulphur dropped since March 2014, the prevailing price level is still significantly above the level in the fourth quarter of 2013.

Having considered (i) the Group’s actual sales quantity of sulphur in the first three months of 2014 accounted for approximately 37.2% of the original projected sales quantity of sulphur for 2014 and (ii) the fact that the average market price of sulphur in the beginning of 2014 is more than 50.0% higher than that in the fourth quarter of 2013, we consider it reasonable for the Directors to revise the original annual cap from US$55.0 million to US$110.0 million under the Sulphur Import Framework Agreement.

(ii) Transactions between Sinochem Fertilizer and Sinochem Group

The Group proposes to revise the original annual cap in respect of the transactions between Sinochem Fertilizer and Sinochem Group from RMB336.0 million to RMB675.0 million for 2014.

In assessing the reasonableness of the revised annual cap, we have discussed with the management of the Group the basis and assumptions underlying the projections for the sales of sulphur and other fertilizer raw materials by Sinochem Group to Sinochem Fertilizer. The revised annual cap is estimated based on (i) the transaction amount for the first two months of 2014; (ii) the projected quantities of purchase of sulphur and other fertilizer raw materials by Sinochem Fertilizer from Sinochem Group; and (iii) the projected average price per tonne of products (which is determined in accordance with the domestic wholesale price at port) for the remaining term of Sulphur Import Framework Agreement.

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LETTER FROM SOMERLEY

The quantity of sulphur and other fertilizer raw materials expected to be sold domestically by Sinochem Group to Sinochem Fertilizer under the Sulphur Import Framework Agreement is principally based on the quantity of products expected to be sold overseas by Dohigh Trading to Sinochem Group as discussed in the sub-section above. The average price of products to be sold by Sinochem Group to Sinochem Fertilizer for the purpose of the revised annual cap is based on the domestic wholesale price at port.

Having considered (i) the Group’s actual sales quantity of sulphur in the first three months of 2014 accounted for approximately 37.2% of the original projected sales quantity of sulphur for 2014 and (ii) the fact that the domestic average market price of sulphur in the beginning of 2014 is more than 50.0% higher than that in the fourth quarter of 2013, we consider it reasonable for the Directors to revise the original annual cap from RMB336.0 million to RMB675.0 million under the Sulphur Import Framework Agreement.

Generally speaking, in our opinion, it is in the interests of the Group and the Shareholders to determine the revised annual cap under the Sulphur Import Framework Agreement in a way that can accommodate the potential growth of the Group’s business, in particular where the actual transaction value in the first three months in 2014 far exceeded the original estimation by the Group. In assessing the reasonableness of the revised annual cap under the Sulphur Import Framework Agreement, we have discussed with the management of the Group the factors taken into account as stated earlier in the sub-section above headed “Assessments of the Revised Annual Caps”. We consider it reasonable for the Company to use the above factors in determining the revised annual cap under the Sulphur Import Framework Agreement.

6. Reporting requirements and conditions of the transactions under the Sulphur Import Framework Agreement

Pursuant to Listing Rules 14A.37 to 14A.40, the transactions are subject to the following annual review requirements:

• (a) each year the independent non-executive Directors must review the transactions 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

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LETTER FROM SOMERLEY

• (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 transactions:

• (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 Revised Annual Caps;

• (c) the Company shall allow, and shall procure the relevant counterparties to the transactions shall allow, the Company’s auditors sufficient access to their records for the purpose of the reporting on the transactions 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.

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

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LETTER FROM SOMERLEY

RECOMMENDATION

Having taken into account the above principal factors and reasons, we consider that the transactions contemplated under the Sulphur Import Framework Agreement are on normal commercial terms, in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole. We also consider that the terms of the Sulphur Import Framework Agreement (including the Revised Annual Caps) are fair and reasonable. Accordingly, we advise the Independent Board Committee to recommend, and we ourselves recommend, that the Independent Shareholders vote in favour of the ordinary resolution to be proposed at the SGM to approve the transactions contemplated under the Sulphur Import Framework Agreement (including the Revised Annual Caps).

Yours faithfully, for and on behalf of SOMERLEY CAPITAL LIMITED M. N. Sabine Chairman

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GENERAL INFORMATION

APPENDIX 1

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

Save as disclosed below, 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 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.

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
				issued share
			Number of	capital of the
**Name **	of Director	Capacity	Shares held	Company
Harry	Yang	Beneficial owner	600	0.000009%

3. DIRECTORS’ SERVICE CONTRACTS

Mr. Wang Hong Jun, executive Director and Chief Executive Officer of the Company, will enter into a service contract with the Company for a term of three year. On 28 July 2011, Mr. Harry Yang, executive Director and Deputy General Manager of the Company, renewed his service contract with the Company for a term of three years, up to 27 July 2014. Pursuant to the terms stipulated in the proposed service contract of Mr. Wang and the service contract of Mr. Yang, 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

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GENERAL INFORMATION

APPENDIX 1

contract. Should the Company terminate the respective service contract with Mr. Wang Hong Jun or Mr. Harry Yang prior to its expiry, Mr. Wang Hong Jun or Mr. Harry Yang will be entitled to receive a cash compensation equivalent to 11 months of his annual director’s salary, save for the circumstances described in item (ii) above.

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 which is not determinable by the Group within one year without payment of compensation (other than statutory compensation).

4. COMPETING INTERESTS

As at the Latest Practicable Date, Mr. Harry Yang, 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 still maintained its company registration with the relevant authorities in the United States, as at the Latest Practicable Date, it had ceased its operation and accordingly, there is no competing business with the Group. 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.

In addition, as at the Latest Practicable Date, Dr. Stephen Francis Dowdle, non-executive Director of the Company, is a director of Canpotex Limited, a Canadian corporation equally owned by Potash Corporation of Saskatchewan Inc. and two other potash producers. Canpotex Limited is principally engaged in offshore marketing of potash products for its three owners and is currently one of the major suppliers of fertilizer products to the Group. Since the Group and Canpotex Limited currently focus on different sales regions, the Company believes that there is no competition between the Group and Canpotex Limited. As at the same date, other than Dr. Stephen Francis Dowdle, none of the directors of Canpotex Limited 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 were 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

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GENERAL INFORMATION

APPENDIX 1

• (b) none of the Directors had any direct or indirect interest in any assets which had been since 31 December 2013 (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 2013, being the date to which the latest published audited consolidated financial statements of the Group were made up.

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 licenced corporation to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) 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 2013 (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.

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GENERAL INFORMATION

APPENDIX 1

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 Sulphur Import Framework Agreement, and (ii) 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.

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NOTICE OF SPECIAL GENERAL MEETING

==> picture [77 x 76] 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 I, 5th Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on 15 May 2014 at 10:15 a.m. (or immediately after the conclusion or adjournment of the annual general meeting of the Company scheduled to be convened on the same day at 10:00 a.m. at the same venue, whichever is the later), or any adjournment thereof, to consider and, if thought fit, pass, with or without modifications, the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

1. “ THAT :

• (a) the transactions contemplated under the Sulphur Import Framework Agreement (as defined and described in the circular to the shareholders of the Company dated 25 April 2014, 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 proposed revised annual caps for the year ending 31 December 2014 relating thereto 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 Sulphur Import Framework Agreement and all transactions and other matters contemplated thereunder or ancillary thereto, to waive compliance from and/or agree to any amendment or

• For identification purposes only

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NOTICE OF SPECIAL GENERAL MEETING

supplement to any of the provisions of the Sulphur Import Framework Agreement which in their opinion is not of a material nature and to effect or implement any other matters referred to in this resolution.”

For and behalf of the Board of Sinofert Holdings Limited Wang Hong Jun

Executive Director and Chief Executive Officer

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

25 April 2014

Notes:

1. The register of members of the Company will be closed from 14 May 2014 to 15 May 2014, 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, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, by not later than 4:30 p.m. on 13 May 2014.

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 on his behalf. A proxy need not be a member of the Company.

3. 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 Level 22, Hopewell Centre, 183 Queen’s Road East, 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.

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 resolution set out in this notice will be by way of poll.

As at the date of this notice, the executive directors of the Company are Mr. Wang Hong Jun (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 Ms. Xiang Dandan; 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.

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