10:06     SINOCHEM HK<00297> - Announcement & Resumption of Trading(5)        

    Payment method                                                            
                                                                              
    The consideration will be satisfied in full by the allotment and          
    issue of 5,050,000,000 Consideration Shares to Sinochem HK at the         
    Issue Price of HK$1.00 per Consideration Share. If the Capital            
    Reorganisation has not been given effect to on or before                  
    Completion, the parties have agreed that the number of                    
    Consideration Shares shall be adjusted to 50,500,000,000 new              
    Ordinary Shares and the Issue Price shall be HK$0.10 per share.           
    In either case, the number of Consideration Shares represents             
    approximately 93.21% of the enlarged issued ordinary share                
    capital of the Company upon Completion. The Consideration Shares          
    shall be issued as fully paid and shall rank pari passu in all            
    respects with the ordinary shares of the Company in issue at the          
    date of Completion. An application will be made by the Company            
    to the Stock Exchange for the listing of and permission to deal           
    in the Consideration Shares.                                              
                                                                              
    The Issue Price                                                           
                                                                              
    The Issue Price of HK$1.00 per Consideration Share represents:            
                                                                              
    (a)   a discount of approximately 78.9% from HK$4.75, the closing         
    price of the Ordinary Shares (adjusted for the effects of the             
    Capital Reorganisation) on the Stock Exchange on 26 January 2005,         
    being the last trading day immediately prior to the suspension            
    of trading in the Ordinary Shares;                                        
                                                                              
    (b)   a discount of approximately 77.5% from approximately                
    HK$4.445, the average closing price of the Ordinary Shares                
    (adjusted for the effects of the Capital Reorganisation) on the           
    Stock Exchange for the last 10 full trading days prior to the             
    suspension of trading in the Ordinary Shares;                             
                                                                              
    (c)   a discount of approximately 77.5% from approximately                
    HK$4.437, the average closing price of the Ordinary Shares                
    (adjusted for the effects of the Capital Reorganisation) on the           
    Stock Exchange for the last 30 full trading days prior to the             
    suspension of trading in the Ordinary Shares;                             
                                                                              
    (d)   a premium of approximately 4,248% to the latest published           
    audited consolidated net tangible assets of the Group of                  
    approximately HK$0.023 per Ordinary Share (adjusted for the               
    effects of the Capital Reorganisation but without taking into             
    account the effects of any redemption of the Preference Shares)           
    as at 31 March 2004; and                                                  
                                                                              
    (e)   a premium of approximately 700% to the unaudited                    
    consolidated net tangible assets of the Group of approximately            
    HK$0.125 per Ordinary Share (adjusted for the effects of the              
    Capital Reorganisation but without taking into account the                
    effects of any redemption of the Preference Shares) as at 30              
    September 2004.                                                           
                                                                              
    If the Capital Reorganisation has not been given effect to on or          
    before Completion, the Issue Price will be HK$0.10 per Ordinary           
    Share and will represent:                                                 
                                                                              
    (a)   a discount of approximately 78.9% from HK$0.475, the                
    closing price of the Ordinary Shares on the Stock Exchange on 26          
    January 2005, being the last trading day immediately prior to the         
    suspension of trading in the Ordinary Shares;                             
                                                                              
    (b)   a discount of approximately 77.5% from approximately                
    HK$0.445, the average closing price of the Ordinary Shares on the         
    Stock Exchange for the last 10 full trading days prior to the             
    suspension of trading in the Ordinary Shares;                             
                                                                              
    (c)   a discount of approximately 77.5% from approximately                
    HK$0.444, the average closing price of the Ordinary Shares on the         
    Stock Exchange for the last 30 full trading days prior to the             
    suspension of trading in the Ordinary Shares;                             
                                                                              
    (d)   a premium of approximately 4,248% to the latest published           
    audited consolidated net tangible assets of the Group of                  
    approximately HK$0.002 per Ordinary Share as at 31 March 2004;            
    and                                                                       
                                                                              
    (e)   a premium of approximately 700% to the unaudited                    
    consolidated net tangible assets of the Group of approximately            
    HK$0.013 per Ordinary Share as at 30 September 2004.