Sinofert : CONTINUING CONNECTED TRANSACTIONS UNDER FERTILIZER SALES CO-OPERATION FRAMEWORK AGREEMENT

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.

中化化肥控股有限公司 *

(Incorporated in Bermuda with limited liability)

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 advice 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 24 of this circular.

A notice convening the SGM of Sinofert Holdings Limited to be held at Salon II, Mezzanine Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on 20 December 2017 at 2:00 p.m. is set out on pages 28 to 29 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 (excluding any part of a day that is a public holiday) before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy as instructed will not preclude you from subsequently attending and voting at the meeting or any adjourned meeting if you so wish.

* For identification purposes only

20 November 2017

Page

DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . 12

LETTER FROM SOMERLEY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

APPENDIX - GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

NOTICE OF SPECIAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

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

"continuing connected transaction(s)"

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

"Fertilizer Sales Co-operation Framework Agreement"

the fertilizer sales co-operation framework agreement dated 30 October 2017 entered into among Sinochem Macao, Sinochem Fertilizer and Sinochem Group

"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 Committee" the independent board committee of the Company formed

to consider the Fertilizer Sales Co-operation Framework Agreement, the transactions contemplated thereunder and the proposed annual caps

"Independent Financial Adviser" or "Somerley"

Somerley Capital Limited, a licensed corporation to carry out type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities as defined under the SFO, the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the Fertilizer Sales Co- operation Framework Agreement, the transactions contemplated thereunder and the proposed annual caps

"Independent Shareholders" shareholders other than Sinochem Group and its

associates

"Latest Practicable Date" 13 November 2017, being the latest practicable date prior

to the printing of this circular for ascertaining certain information contained herein

"Listing Rules" the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

"Macao" Macao Special Administrative Region of the PRC

"PRC" the People's Republic of China, which for the purposes of this circular only, excludes Hong Kong, Macao and Taiwan

"RMB" Renminbi, the lawful currency of the PRC

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

"SGM" the special general meeting of the Company to be held at Salon II, Mezzanine Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on 20 December 2017 at 2:00 p.m. or any adjournment thereof, the notice of which is set out on pages 28 to 29 of this circular

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

"shareholder(s)" registered holder(s) of Shares