Sinofert : MAJOR AND CONNECTED TRANSACTION - PROVISION OF FINANCIAL ASSISTANCE AND SUPPLEMENTAL NOTICE OF SPECIAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this supplemental 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 supplemental circular and the accompanying Revised 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 supplemental 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 supplemental circular.

SINOFERT HOLDINGS LIMITED ʕʷʷ٭છٰϞࠢʮ̡*

(Incorporated in Bermuda with limited liability)

(Stock Code: 297)

MAJOR AND CONNECTED TRANSACTION PROVISION OF FINANCIAL ASSISTANCE

AND

SUPPLEMENTAL NOTICE OF SPECIAL GENERAL MEETING

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

SOMERLEY CAPITAL LIMITED

This supplemental circular should be read in conjunction with the SGM Circular of the Company dated 20 November 2018.

A letter from the Board is set out on pages 5 to 22 of this supplemental circular. A letter from the Independent Board Committee containing its advice to the Independent Shareholders is set out on pages 23 to 24 of this supplemental 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 25 to 41 of this supplemental circular.

The SGM of the Company will be held as originally scheduled at Salon II, Mezzanine Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on 20 December 2018 at 10:00 a.m.. The supplemental notice of the SGM is set out on pages 50 to 52 of this supplemental circular. Whether or not you are able to attend and vote at the meeting, you are requested to complete the accompanying Revised 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 Revised 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

5 December 2018

CONTENTS
Page
DEFINITIONS .....................................................	1
LETTER FROM THE BOARD ........................................	5
LETTER FROM THE INDEPENDENT BOARD COMMITTEE ..............	23
LETTER FROM SOMERLEY ........................................	25

APPENDIX I	FINANCIAL INFORMATION OF THE GROUP ...........	42
APPENDIX II	GENERAL INFORMATION ...........................	44
50

SUPPLEMENTAL NOTICE OF SPECIAL GENERAL MEETING ............

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

"Agreement for the Use of Fund"

the agreement for the use of fund dated 21 November 2018 entered into by Sinochem Fertilizer (as the lender) with Sinochem Agriculture and Sinochem Corporation (each as a borrower

"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(s)"

has the same meaning ascribed to it under the Listing Rules

"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

"Entrusted Loan"

the entrusted loan in a total principal amount of not more than RMB1 billion to be provided by Sinochem Fertilizer to Sinochem Agriculture through Sinochem Finance pursuant to the Entrusted Loan Contract

"Entrusted Loan Contract"

the entrusted loan contract dated 26 November 2018 entered into by Sinochem Fertilizer (as the lender) with Sinochem Agriculture (as the borrower) and Sinochem Finance (as the lending agent)

"Fund"

the fund in a total amount of not more than RMB1.1 billion to be provided by Sinochem Fertilizer to Sinochem Agriculture and Sinochem Corporation pursuant to the Agreement for the Use of Fund

"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 transactions under the Entrusted Loan Contract and the Agreement for the Use of Fund, 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 transactions under the Entrusted Loan Contract and the Agreement for the Use of Fund

"Independent Shareholders"

shareholders other than Sinochem Group and its associates

"Latest Practicable Date"

28 November 2018, being the latest practicable date prior to the printing of this supplemental circular for ascertaining certain information contained herein

"Letter of Undertaking"

the letter of undertaking issued by Sinochem Corporation to Sinochem Fertilizer on 2 November 2018

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock Exchange

"Original Form of Proxy"

the form of proxy issued by the Company on 20 November 2018 along with the SGM Circular and the SGM Notice

"PRC" or "China"

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

"Revised Form of Proxy"

the revised form of proxy issued by the Company together with this supplemental circular and the supplemental notice as set out on pages 50 to 52 of this supplemental circular

"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 2018 at 10:00 a.m., or any adjournment thereof

"SGM Circular"

the circular of the Company dated 20 November 2018 in relation to the matters to be considered and approved at the SGM

"SGM Notice"

"Share(s)"

the notice of the SGM dated 20 November 2018 ordinary share(s) of HK$0.10 each in the capital of the Company

"shareholder(s)"

registered holder(s) of Share(s)

"Sinochem Fertilizer"

"Sinochem Agriculture"

"Sinochem Corporation"

ʕʷତ˾ุ༵Ϟࠢʮ̡ (Sinochem Agriculture Holdings Limited), a limited liability company incorporated in the PRC and a subsidiary of Sinochem Group ʕ਷ʕʷٰ΅Ϟࠢʮ̡ (Sinochem Corporation), a joint stock company with limited liability incorporated in the PRC, a subsidiary of Sinochem Group and the indirect controlling shareholder of the Company ʕʷʷ٭Ϟࠢʮ̡ (Sinochem Fertilizer Company Limited), a limited liability company incorporated in the PRC and an indirect wholly-owned subsidiary of the Company

"Sinochem Finance"

ʕʷණྠৌਕϞࠢப΂ʮ̡ (Sinochem Group Finance Co., Ltd.), a limited liability company incorporated in the PRC and an indirect subsidiary of Sinochem Group