Sinofert : Announcements and Notices - [Change in Directors or of Important Executive Functions or Re…

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

中化化肥控股有限公司 *

(Incorporated in Bermuda with limited liability)

The Board announces that with effect from 8 December 2016:

1. Mr. NING Gao Ning has resigned as a non-executive director and the Chairman of the Board of the Company, and Mr. ZHANG Wei has been appointed as a non-executive director and the Chairman of the Board of the Company;

2. Mr. WANG Hong Jun has resigned as an executive director, the Chief Executive Officer and the Chairman of the Corporate Governance Committee of the Company, and Mr. QIN Hengde has been appointed as an executive director, the Chief Executive Officer and the Chairman of the Corporate Governance Committee of the Company; and

3. Mr. WANG Hong Jun has ceased to act as the authorized representative of the Company following his resignation as an executive director of the Company, and Mr. QIN Hengde has been appointed as the authorized representative of the Company for the purpose of Rule

3.05 of the Listing Rules.

The board of directors (the "Board") of Sinofert Holdings Limited (the "Company") announces that Mr. NING Gao Ning ("Mr. Ning") has resigned as a non-executive director and the Chairman of the Board of the Company with effect from 8 December 2016 due to his intention to focus on his other work commitments and engagements. Mr. Ning has confirmed that he has no disagreement with the Board and that there are no matters relating to his resignation that need to be brought to the attention of the shareholders of the Company. The Board would like to express its sincere gratitude and high praise to Mr. Ning for his excellent contribution to the Company's development during his term of office.

The Board further announces that Mr. ZHANG Wei ("Mr. Zhang") has been appointed as a non- executive director and the Chairman of the Board of the Company with effect from 8 December 2016.

The biographical details of Mr. Zhang are as follows:

Mr. Zhang, aged 48, graduated from the chemical engineering department of Tsinghua University with a master's degree in biochemical engineering in 1995, and obtained an EMBA from China Europe International Business School in 2005. Mr. Zhang worked in various subsidiaries of Sinochem Group, the ultimate controlling shareholder of the Company. From August 1999 to June 2005, he held various positions in Sinochem Fertilizer Company Limited, including deputy general manager, and general manager of its phosphate fertilizer department, sales management department, market distribution department and direct sales department. From December 2005 to August 2007, Mr. Zhang served as the president of Total-Sinochem Oil Company Ltd. From August 2007 to April 2012, Mr. Zhang served as the executive vice president and president of China National Seed Group Co., Ltd. From April 2012 to May 2016, he served as the president of Sinochem Petroleum Exploration and Production Co., Ltd. Starting from September 2009, Mr. Zhang has been working with Sinochem Group and Sinochem Corporation, serving as the assistant to president and vice president for both companies. Mr. Zhang is currently the president and a director of each of Sinochem Group and Sinochem Corporation. He also serves as the chairman of the board of directors and the president of Sinochem American Holdings, Inc., the chairman of the board of directors of Sinochem Europe Holdings Plc, the president of Sinochem Oil Co., Ltd., and the president of Sinochem Industries Co., Ltd. Mr. Zhang is a senior economist, and has rich experience in chemical engineering and corporate operation and management.

Mr. Zhang was nominated as a non-executive director of the Company by Sinochem Group. Save as described above, Mr. Zhang has no relationship with any directors, senior management or substantial or controlling shareholders of the Company, has not held any other position in the Company or any of its subsidiaries, and has not held any directorship in any Hong Kong or overseas listed public companies in the last three years. As at the date of this announcement, Mr. Zhang did not have any interest in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

The Company will issue a formal letter of appointment to Mr. Zhang, setting out key terms and conditions of his appointment. The term of office of Mr. Zhang will be three years from the date of appointment. Pursuant to the bye-laws of the Company, Mr. Zhang will hold office until the next general meeting of the Company and will then be eligible for re-election at that meeting. Thereafter, Mr. Zhang will be subject to retirement by rotation and will be eligible for re-election at subsequent annual general meetings of the Company in accordance with the bye-laws of the Company. Mr. Zhang will not enter into any director's service contract with the Company but is entitled to a director's fee of HK$385,000 per annum, which was determined with reference to his duties and responsibilities and will be reviewed every year by the Remuneration Committee. Mr. Zhang has agreed to waive his director's fee.

Save as described above, the Board is not aware of any matter in relation to Mr. Zhang that is required to be disclosed pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities of The Stock Exchange of Hong Kong Limited (the "Listing Rules") or any other matter that needs to be brought to the attention of the shareholders in relation to his appointment.

The Board announces that Mr. WANG Hong Jun ("Mr. Wang") has resigned as an executive director, the Chief Executive Officer and the Chairman of the Corporate Governance Committee of the Company with effect from 8 December 2016 due to adjustment of work arrangements. Mr. Wang has confirmed that he has no disagreement with the Board and that there are no matters relating to his resignation that need to be brought to the attention of the shareholders of the Company. The Board would like to express its sincere gratitude and high praise to Mr. Wang for his excellent contribution to the Company's development during his term of office.

The Board further announces that Mr. QIN Hengde ("Mr. Qin") has been appointed as an executive director, the Chief Executive Officer and the Chairman of the Corporate Governance Committee of the Company with effect from 8 December 2016.

The biographical details of Mr. Qin are as follows:

Mr. Qin, aged 46, graduated from the economic management department of East China Institute of Technology with a bachelor's degree in accounting in 1991, from Huazhong University of Science and Technology with a master's degree in industrial engineering in 2002, and obtained an EMBA from China Europe International Business School in 2011. From November 1991 to March 2000, Mr. Qin worked in Hubei Hongqi Cable Factory, holding various positions, including assistant to the director of the finance department, director of the finance department, and deputy chief accountant. From March 2000 to September 2002, Mr. Qin served as the chief accountant of SDIC Yuanyi Industry Co., Ltd. From September 2002 to July 2004, he served as the deputy general manager of the investment management department of D'Long International Strategic Investment Co., Ltd. Mr. Qin joined Sinochem International Corporation (a company listed on the Shanghai Stock Exchange, stock code: 600500) in July 2004, serving as the general manager of the business development department, financial controller, vice president and executive vice president. Mr. Qin is currently a director and the president of Sinochem International Corporation, an executive director and the legal representative of China National Seed Group Co., Ltd., and a director and the non-executive chairman of Halcyon Agri Corporation Ltd. (a company listed on the Singapore Stock Exchange). Mr. Qin was a director of GMG Global Ltd. (a company listed on the Singapore Stock Exchange and expected to be delisted upon completion of a general offer by Halcyon Agri Corporation Ltd.) from September 2008 to November 2016, and the non-executive chairman of such company from January 2015 to November 2016. Mr. Qin is a senior accountant, and has rich experience in strategy and investment, merger and acquisition management, and finance management.

Save as described above, Mr. Qin has no relationship with any directors, senior management or substantial or controlling shareholders of the Company, has not held any other position in the Company or any of its subsidiaries, and has not held any directorship in any Hong Kong or overseas listed public companies in the last three years. As at the date of this announcement, Mr. Qin did not have any interest in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Mr. Qin will enter into a director's service contract with the Company for a term of three years, subject to early termination (i) by either party serving a written notice of not less than two months to the other or (ii) by the Company in case of bankruptcy, disease or other significant faults of the director as described in the service contract. Pursuant to the bye-laws of the Company, Mr. Qin will hold office until the next general meeting of the Company and will then be eligible for re-election at that meeting. Thereafter, Mr. Qin will be subject to retirement by rotation and will be eligible for re-election at subsequent annual general meetings of the Company in accordance with the bye-laws of the Company. Mr. Qin will be entitled to a fixed fee of RMB1,162,200 per annum. Mr. Qin may also receive year end bonus, 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. If the Company terminates the service contract with Mr. Qin prior to its expiry other than in the circumstances described in (ii) above, Mr. Qin will be entitled to a cash compensation equivalent to 11 months of the annual fixed fee then payable to him. Mr. Qin's remuneration was determined based on the remuneration standards approved by the Remuneration Committee of the Company after deducting the amount of remuneration waived by Mr. Qin, and taking into account his experience and responsibilities and prevailing market standards.

Save as described above, the Board is not aware of any matter in relation to Mr. Qin that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules or any other matter that needs to be brought to the attention of the shareholders in relation to his appointment.

The Board further announces that Mr. Wang has ceased to act as the authorized representative of the Company with effect from 8 December 2016 following his resignation as an executive director of the Company, and Mr. Qin has been appointed as the authorized representative of the Company for the purpose of Rule 3.05 of the Listing Rules with effect from 8 December 2016.

For and on behalf of the Board of

Executive Director and Chief Executive Officer

Hong Kong, 8 December 2016

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