10:05 SINOCHEM HK<00297> - Announcement & Resumption of Trading(2) Reverse takeover and new listing In addition, as the Acquisition will result in a change of control of the Company, the Acquisition also constitutes a reverse takeover of the Company under Rule 14.06(6) of the Listing Rules and will result in the Company being treated as a new listing applicant under Rule 14.54 of the Listing Rules. As such, the Acquisition is subject to the approval of the Company's new listing application by the Listing Committee of the Stock Exchange. The new listing application to be made by the Company must comply with all the requirements under the Listing Rules, including the requirements under Chapters 8 and 9 of the Listing Rules. None of the relevant materials regarding the new listing application have been submitted to the Stock Exchange and the Company will initiate the new listing application process as soon as practicable. The Listing Committee of the Stock Exchange may or may not grant the approval of the new listing application. If such approval is not granted, the Acquisition Agreement will lapse and the Acquisition will not proceed. Public float requirement Upon Completion, Sinochem HK will be interested in approximately 94.65% of the enlarged issued ordinary share capital of the Company. In addition, approximately 0.69% of the enlarged issued ordinary share capital of the Company will be held by Mr. Chu Yu Lin, David and Mrs. Chu Ho Miu Hing, who are executive Directors. The public float of the Company will be approximately 4.66% and will therefore be less than the minimum 25% public float required under Rule 8.08 of the Listing Rules. The Company and Sinochem HK have undertaken to the Stock Exchange to use reasonable commercial efforts to take appropriate steps to ensure that not less than 25% of the ordinary shares of the Company then in issue will be held in public hands as soon as practicable following Completion. The Company shall make further announcements in relation to any action taken in respect of the public float of its ordinary shares to ensure strict compliance with the Listing Rules. Continuing connected transactions Upon Completion, various companies within the Fertiliser Group will become subsidiaries of the Company. On-going provision of services and sale and purchase of products are expected to take place between members of the Sinochem Group (other than the Company and its subsidiaries) and members of the Fertiliser Group which will constitute continuing connected transactions of the Company under the Listing Rules. Some of these transactions may constitute Non-exempt Continuing Connected Transactions and are subject to the approval of the Independent Shareholders. The Acquisition is conditional on, among other things, the approval of the Non-exempt Continuing Connected Transactions by the Independent Shareholders at the SGM. Voting will also be conducted by poll and Sinochem HK and its Associates will abstain from voting. Takeovers Code As at the date of this announcement, Sinochem HK and its concert parties own approximately 21.16% of the existing issued Ordinary Shares. Upon Completion, the interests of Sinochem HK and its concert parties will increase to approximately 94.65% of the enlarged issued ordinary share capital of the Company. Accordingly, upon Completion, Sinochem HK and its concert parties will be obliged to make an unconditional mandatory general offer for all the issued shares of the Company not already owned or agreed to be acquired by Sinochem HK and parties acting in concert with it under Rule 26.1 of the Takeovers Code unless a waiver from strict compliance with Rule 26.1 of the Takeovers Code has been obtained from the Executive. Sinochem HK intends to make an application to the Executive for the Whitewash Waiver. The Whitewash Waiver, if granted, will be subject to the approval of the Independent Shareholders taken by way of poll at the SGM. Sinochem HK, its Associates and its concert parties who are involved in, or interested in, the Acquisition are required to abstain from voting under the Takeovers Code. Whether Mr. Chu Yu Lin, David and Mrs. Chu Ho Miu Hing, executive Directors, will be eligible to vote is to be determined. The Executive may or may not grant the Whitewash Waiver. If the Whitewash Waiver is not granted, the Acquisition Agreement will lapse and the Acquisition will not proceed.