World's Largest Fertilizer Enterprise in China Investment

February 24, 2006

Cleary Gottlieb represented Potash Corporation of Saskatchewan Inc. (PCS) in its purchase of an additional 10.01% of shares in Sinochem Hong Kong Holdings Limited (Sinofert).

The purchase was made pursuant to an option granted in an investment agreement signed on July 27, 2005 between PCS and Sinofert's largest shareholder, Sinochem Corporation.  Following PCS's exercise of the option, it has a 20% stake in Sinofert and the right to appoint two directors to Sinofert's board of directors.

PCS is the world's largest fertilizer enterprise, and is the world's largest producer, by capacity, of potash, phosphate and nitrogen.  The Chinese market represents about 30% of worldwide fertilizer sales, and Sinofert is a leading fertilizer enterprise in China.  Sinofert is one of the largest importers of fertilizer products in China in terms of import volume, and it has an extensive distribution network that provides products to 76% of total sown lands in China.