Sinofert : PROPOSALS INVOLVING GENERAL MANDATES TO ISSUE AND BUY BACK SHARES, FINAL DIVIDEND, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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 BUY BACK SHARES

FINAL DIVIDEND

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 Salon II, Mezzanine Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on 18 June 2019 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, 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

17 May 2019

	CONTENTS
		Page
DEFINITIONS .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
APPENDIX I	- EXPLANATORY STATEMENT ON THE PROPOSED
	BUY-BACKMANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX II	- BIOGRAPHIES OF DIRECTORS PROPOSED FOR
	RE-ELECTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

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DEFINITIONS

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 Salon II, Mezzanine Floor, Grand Hyatt Hong Kong,
	1 Harbour Road, Wanchai, Hong Kong on 18 June
	2019 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 7 June
	2018 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 Buy-back Mandate"	a general mandate granted to the Directors at the
	annual general meeting of the Company held on 7 June
	2018 to buy back 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

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	DEFINITIONS
"Latest Practicable Date"	10 May 2019, 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 Buy-back Mandate"	a general mandate to the Directors to buy back 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
	company incorporated in Barbados and a substantial
	shareholder of the Company
"PRC"	the People's Republic of China, which for the purposes
	of this circular only, excludes Hong Kong, Macao
	Special Administrative Region and Taiwan
"RMB"	Renminbi, the lawful currency of the PRC
"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)
"Sinochem Group"	中國中化集團有限公司 (Sinochem Group Co., Ltd.), a
	state-owned enterprise established in the PRC and the
	ultimate controlling shareholder of the Company
"Sinochem HK"	中化香港（集團）有限公司 (Sinochem Hong Kong (Group)
	Company Limited), a company incorporated in Hong
	Kong with limited liability and the immediate
	controlling shareholder of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"subsidiary(ies)"	has the meaning ascribed to it in the Listing Rules

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	DEFINITIONS
"substantial shareholder(s)"	has the meaning ascribed to it in the Listing Rules
"Takeovers Code"	the Codes on Takeovers and Mergers and Share
	Buy-backs issued by the Securities and Futures
	Commission
"%"	per cent

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