Sinofert : Announcements and Notices -ANNOUNCEMENT - RESIGNATION OF NON-EXECUTIVE DIRECTORS

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SINOFERT HOLDINGS LIMITED ʕʷʷ٭છٰϞࠢʮ̡*

(Incorporated in Bermuda with limited liability)

(Stock Code: 297)

ANNOUNCEMENT

RESIGNATION OF NON-EXECUTIVE DIRECTORS

The board of directors (the "Board") of Sinofert Holdings Limited (the "Company") announces that as a condition to the approval given by the Ministry of Commerce of the People's Republic of China (the "MOFCOM") on the potential merger between Potash Corporation of Saskatchewan Inc. ("Potash Corporation"), a substantial shareholder of the Company, and Agrium Inc., Dr. Stephen Francis DOWDLE, a non-executive director of the Company and a management member of Potash Corporation, and Ms. XIANG Dandan, a non-executive director of the Company and an employee of an associate of Potash Corporation, are required to step down from the Board so that Potash Corporation's investment in the Company can be classified as a passive investment in accordance with the requirements of the MOFCOM. For such reason, each of Dr. Stephen Francis DOWDLE and Ms. XIANG Dandan tendered his/her resignation as a non-executive director of the Company on 7 December 2017, which will take effect on 31 December 2017. Dr. Stephen Francis DOWDLE will also cease to be a member of each of the Remuneration Committee and the Nomination Committee of the Company with effect from 31 December 2017.

Each of Dr. Stephen Francis DOWDLE and Ms. XIANG Dandan has confirmed that he/she has no disagreement with the Board and that there are no matters relating to his/her resignation that need to be brought to the attention of the shareholders of the Company. The Board would like to express its sincere gratitude to Dr. Stephen Francis DOWDLE and Ms. XIANG Dandan for their contribution to the Company during their term of office.

For and on behalf of the Board

SINOFERT HOLDINGS LIMITED

Qin Hengde

Executive Director and Chief Executive Officer

Hong Kong, 7 December 2017

As at the date of this announcement, the executive directors of the Company are Mr. Qin Hengde (Chief Executive Officer) and Mr. Harry Yang; the non-executive directors of the Company are Mr. Zhang Wei (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, Mr. Lu Xin and Mr. Tse Hau Yin, Aloysius.

*

For identification purposes only