Sinofert : Circulars - VERY SUBSTANTIAL DISPOSAL AND CONNECTED TRANSACTION - DISPOSAL OF 20.52% EQUITY INTEREST IN QINGHAI SALT LAKE AND NOTICE OF SPECIAL GENERAL MEETING

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.

(Incorporated in Bermuda with limited liability)

(Stock Code: 297)

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

SOMERLEY CAPITAL LIMITED

A letter from the Board is set out on pages 4 to 12 of this circular. A letter from the Independent Board Committee containing its advice to the Independent Shareholders is set out on pages 13 to 14 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 15 to 39 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 2:15 p.m. (or immediately after the conclusion or adjournment of the special general meeting of the Company scheduled to be convened on the same day at 2:00 p.m. at the same venue, whichever is the later) is set out on pages 73 to 74 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

1 December 2017

Page

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

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

LETTER FROM THE INDEPENDENT BOARD COMMITTEE 13

LETTER FROM SOMERLEY 15

APPENDIX I - FINANCIAL INFORMATION OF THE GROUP 40

APPENDIX II - FINANCIAL INFORMATION OF QINGHAI SALT LAKE 42

APPENDIX III - MANAGEMENT DISCUSSION AND ANALYSIS OF

THE REMAINING GROUP 51

APPENDIX IV - UNAUDITED PRO FORMA FINANCIAL INFORMATION

OF THE REMAINING GROUP 57

APPENDIX V - GENERAL INFORMATION 68

NOTICE OF SPECIAL GENERAL MEETING 73

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

"business day" any day other than a Saturday, Sunday or public holiday pursuant to the laws of the PRC

"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

"Completion" completion of the Disposal

"connected person" 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

"Disposal" the proposed disposal of 571,578,484 shares of Qinghai Salt Lake, representing 20.52% of its total issued share capital

"Group" the Company and its subsidiaries

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

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

"Independent Board Committee" the independent board committee of the Company

formed to advise the Independent Shareholders in respect of the Disposal, comprising all independent non-executive Directors, namely Mr. Ko Ming Tung, Edward, Mr. Lu Xin and Mr. Tse Hau Yin, Aloysius

"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, which has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Disposal

"Independent Shareholders" shareholders other than Sinochem Group and its

associates

"Latest Practicable Date" 24 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

"Non-competition Undertaking" the Non-competition Undertaking entered into by

Sinochem Group in favour of the Company on 6 June 2005

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

"Qinghai Salt Lake" 青海鹽湖工業股份有限公司 (Qinghai Salt Lake Industry

Co., Ltd.), a joint stock limited liability company established in the PRC whose shares are listed on the SZSE

"Remaining Group" the Group (excluding Qinghai Salt Lake) immediately after Completion

"RMB" Renminbi, the lawful currency of the PRC

"SASAC" State-owned Assets Supervision and Administration Commission of the State Council of the PRC

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