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.

SINOFERT HOLDINGS LIMITED

中化化肥控股有限公司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 297) PROPOSALS INVOLVING GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of Sinofert Holdings Limited to be held at Chief Executive Suites II & III, 5th Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on 12 May 2017 at 10:00 a.m. is set out on pages 15 to 19 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, Wan Chai, 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 6 April 2017

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 APPENDIX I EXPLANATORY STATEMENT ON THE PROPOSED REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . 8 APPENDIX II BIOGRAPHIES OF DIRECTORS PROPOSED FOR RE-ELECTION 11 NOTICE OF ANNUAL GENERAL MEETING 15

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

"Annual General Meeting" the annual general meeting of the Company to be

held at Chief Executive Suites II & III, 5th Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on 12 May 2017 at 10:00 a.m., the notice of which is set out on pages 15 to 19 of this circular, or any adjournment thereof

"Board" the board of directors of the Company

"Bye-law(s)" the bye-law(s) of the Company, as amended, modified or otherwise supplemented from time to time

"close associate(s)" has the meaning ascribed to it in the Listing Rules

"Company" Sinofert Holdings Limited, a company incorporated in Bermuda with limited liability, the ordinary shares of which are listed on the Stock Exchange

"controlling shareholder(s)" has the meaning ascribed to it in the Listing Rules "core connected person(s)" has the meaning ascribed to it in the Listing Rules "Director(s)" the director(s) of the Company

"Existing Issue Mandate" a general mandate granted to the Directors at the

annual general meeting of the Company held on 3 June 2016 to allot, issue and deal with Shares of up to 20% of the aggregate nominal amount of Shares in issue as at that date

"Existing Repurchase Mandate" a general mandate granted to the Directors at the

annual general meeting of the Company held on 3 June 2016 to repurchase Shares not exceeding 10% of the aggregate nominal amount of Shares in issue as at that date

"Group" the Company and its subsidiaries

"HK$" Hong Kong dollars, the lawful currency in Hong Kong

"Hong Kong" the Hong Kong Special Administrative Region of the PRC

"Latest Practicable Date" 29 March 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

"New Issue Mandate" a general mandate to the Directors to allot, issue and

deal with Shares of up to 20% of the aggregate nominal amount of Shares in issue as at the date of passing of the relevant resolution

"New Repurchase Mandate" a general mandate to the Directors to repurchase

Shares not exceeding 10% of the aggregate nominal amount of Shares in issue as at the date of passing of the relevant resolution

"PCS Barbados" PCS (Barbados) Investment Company Limited, a wholly-owned subsidiary of PotashCorp, and a substantial shareholder of the Company

"PotashCorp" Potash Corporation of Saskatchewan Inc., a corporation incorporated in Canada with its shares listed on the Toronto Stock Exchange and the New York Stock Exchange, and the holding company of PCS Barbados

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

Macao Special Administrative Region and Taiwan

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

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

"Shareholder(s)" registered holder(s) of Share(s)

Sinofert Holdings Limited published this content on 05 April 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 05 April 2017 15:58:15 UTC.

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