Sinofert : Announcements and Notices - ANNOUNCEMENT - CONTINUING…

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中化化肥控股有限公司 *

(Incorporated in Bermuda with limited liability)

1. Reference is made to the announcement of the Company dated 9 December 2015 in relation to the existing financial services framework agreement entered into between the Company and Sinochem Finance. Such agreement will expire on 31 December 2016. On 9 December 2016, the Company entered into the Financial Services Framework Agreement with Sinochem Finance, pursuant to which the Group will continue to utilize the financial services available from Sinochem Finance as it deems necessary during the period from 1 January 2017 to 31 December 2019 (both days inclusive).

2. Reference is made to the announcement of the Company dated 8 December 2015 in relation to the existing sulphur purchase framework agreement entered into between Dohigh Trading, an indirect wholly-owned subsidiary of the Company, and Sinochem Group. Such agreement will expire on 31 December 2016. On 9 December 2016, Dohigh Trading and Sinochem Group entered into the Sulphur Purchase Framework Agreement, pursuant to which Sinochem Group will continue to purchase sulphur and other fertilizer raw materials from overseas markets through bidding process and sell them to Dohigh Trading during the period from 1 January 2017 to 31 December 2017 (both days inclusive).

3. Reference is made to the announcement of the Company dated 8 December 2015 in relation to the existing agrichemical framework agreement entered into between Sinochem Fertilizer, an indirect wholly-owned subsidiary of the Company, and Sinochem Group (for and on behalf of its associates). Such agreement will expire on 31 December 2016. On 9 December 2016, Sinochem Fertilizer and Sinochem Group (for and on behalf of its associates) entered into the Agrichemical Framework Agreement, pursuant to which the associates of Sinochem Group will continue to sell to and/or purchase from Sinochem Fertilizer certain agrichemical, seed and other related products during the period from 1 January 2017 to 31 December 2017 (both days inclusive).

4. Reference is made to the announcements of the Company dated 5 December 2013 and 9 December 2014 in relation to the existing UK service agreement entered into between Sinochem Macao, an indirect wholly-owned subsidiary of the Company, and Sinochem UK. Such agreement will expire on 31 December 2016. On 9 December 2016, Sinochem Macao and Sinochem UK entered into the UK Service Agreement, pursuant to which Sinochem UK will continue to provide local supplier relations and logistics services to Sinochem Macao during the period from 1 January 2017 to 31 December 2019 (both days inclusive).

1. Sinochem Finance is a wholly-owned subsidiary of Sinochem Corporation, the indirect controlling shareholder of the Company holding approximately 52.65% of the issued share capital of the Company through its subsidiary, Sinochem HK. Sinochem Finance is therefore a connected person of the Company. Pursuant to Chapter 14A of the Listing Rules, the financial services provided by Sinochem Finance to the Group under the Financial Services Framework Agreement constitute continuing connected transactions of the Company.

   Given that the relevant applicable percentage ratios in respect of the maximum daily outstanding balance of deposits of the Deposit Services under the Financial Services Framework Agreement are more than 0.1% but less than 5%, the Deposit Services are subject to the reporting, announcement and annual review requirements but are exempt from the independent shareholders' approval requirement under the Listing Rules.

   Pursuant to Rule 14A.90 of the Listing Rules, the Loan Services (excluding entrustment loans) provided by Sinochem Finance to the Group under the Financial Services Framework Agreement are exempt from the reporting, announcement, annual review and independent shareholders' approval requirements under the Listing Rules as the Loan Services constitute financial assistance provided by a connected person for the benefit of the Group on normal commercial terms where no security over the assets of the Group is granted in respect of the financial assistance.

   Given that the relevant applicable percentage ratios in respect of the annual caps of the Other Financial Services under the Financial Services Framework Agreement are more than 0.1% but less than 5%, the Other Financial Services are subject to the reporting, announcement and annual review requirements but are exempt from the independent shareholders' approval requirement under the Listing Rules.

2. 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 Purchase Framework Agreement constitute continuing connected transactions of the Company. Given that the relevant applicable percentage ratios in respect of the annual caps for continuing connected transactions contemplated under the Sulphur Purchase Framework Agreement are more than 0.1% but less than 5%, such transactions are subject to the reporting, announcement and annual review requirements but are exempt from the independent shareholders' approval requirement under the Listing Rules.

3. Sinochem Fertilizer is an indirect wholly-owned subsidiary of the Company. Sinochem Group is the ultimate controlling shareholder 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 Agrichemical Framework Agreement constitute continuing connected transactions of the Company. Given that the relevant applicable percentage ratios in respect of the annual caps for continuing connected transactions contemplated under the Agrichemical Framework Agreement are more than 0.1% but less than 5%, such transactions are subject to the reporting, announcement and annual review requirements but are exempt from the independent shareholders' approval requirement under the Listing Rules.

4. Sinochem Macao is an indirect wholly-owned subsidiary of the Company. Sinochem UK is a wholly-owned subsidiary of Sinochem HK, the immediate controlling shareholder of the Company holding approximately 52.65% of the issued share capital of the Company. Sinochem UK is therefore a connected person of the Company. Pursuant to Chapter 14A of the Listing Rules, the transactions contemplated under the UK Service Agreement constitute continuing connected transactions of the Company. Given that the relevant applicable percentage ratios in respect of the annual caps for continuing connected transactions contemplated under the UK Service Agreement are more than 0.1% but less than 5%, such transactions are subject to the reporting, announcement and annual review requirements but are exempt from the independent shareholders' approval requirement under the Listing Rules.

Reference is made to the announcement of the Company dated 9 December 2015 in relation to the existing financial services framework agreement entered into between the Company and Sinochem Finance. Such agreement will expire on 31 December 2016.

On 9 December 2016, the Company entered into the Financial Services Framework Agreement with Sinochem Finance, pursuant to which the Group will continue to utilize the financial services available from Sinochem Finance as it deems necessary during the period from 1 January 2017 to 31 December 2019 (both days inclusive).

Date

9 December 2016

Parties

1. the Company

2. Sinochem Finance

Provision of financial services by Sinochem Finance to the Group

Pursuant to the Financial Services Framework Agreement, the Group will, from time to time, utilize the financial services available from Sinochem Finance as it deems necessary. Such services include:

1. Deposit Services, including but not limited to demand deposits, call deposits and term deposits;

2. provision of the Loan Services (excluding entrustment loans) to members of the Group on normal commercial terms where no mortgage, pledge or other security over the assets or interests of the Group will be granted;

3. arrangement of entrustment loans for the Group whereby Sinochem Finance serves as a financial agency through which funds of one member of the Group may be channeled for use by another member of the Group. Such funds deposited by members of the Group will be applied for the purposes of providing entrustment loans to members of the Group only;

4. commercial bills of exchange services which include the provision to members of the Group on normal commercial terms of services relating to the issuance, acceptance, custody, collection (when due) and discount of commercial bills of exchange, where no mortgage, pledge or other security over the assets or interests of the Group will be granted;

5. buyer financing services which include the provision to the clients of the members of the Group on normal commercial terms of financing services, including but not limited to the extension of loans, the issuance of commercial bills of exchange and the granting of credit for the purposes of purchasing goods or services from members of the Group only;

6. settlement services which include settlement of transactions between members of the Group, and of transactions between members of the Group and member units of the Sinochem Corporation Group or other third parties, the utilization by Sinochem Finance of the electronic payment and settlement systems it has set up with a number of banks to settle payments from distribution clients of members of the Group to members of the Group, the utilization by Sinochem Finance of the settlement systems it has set up with banks to audit the settlement business of members of the Group, and the provision by Sinochem Finance of cash management services, such as internal capital pool, for the Group and its member units;

7. provision of guarantees at the request of members of the Group for financing, lease financing, bidding activities or the fulfillment of contracts to member units of the Sinochem Corporation Group or other third parties, where no counter-guarantee by members of the Group is required;

8. internet banking services; and

9. any other financial services as approved by the CBRC.

The Group utilizes the services of Sinochem Finance on a voluntary, non-exclusive basis and is not obliged to engage Sinochem Finance for any particular service, or at all.