10:07     SINOCHEM HK<00297> - Announcement & Resumption of Trading(6)        

    Conditions                                                                
                                                                              
    Completion is conditional upon the fulfillment of the following           
    Conditions, on or before 30 September 2005, or such later date            
    as may be agreed among the parties to the Acquisition Agreement:          
                                                                              
    (a)   the continued listing of the Ordinary Shares on the Stock           
    Exchange and there having been no suspension in trading in the            
    Ordinary Shares, save for any temporary suspension not exceeding          
    10 consecutive trading days or such longer period as Sinochem HK          
    may accept in writing, and save for any suspension in connection          
    with a temporary suspension pending clearance by the Stock                
    Exchange and the Executive of announcement(s) relating to the             
    transactions contemplated under the Acquisition Agreement;                
                                                                              
    (b)   the approval of the Listing Committee of the Stock Exchange         
    of the new listing application by the Company having been                 
    obtained;                                                                 
                                                                              
    (c)   (if necessary) the approval of the Bermuda Monetary                 
    Authority in respect of the issue of the Consideration Shares;            
                                                                              
    (d)   the approval by the Independent Shareholders in general             
    meeting by way of a poll of (i) the Acquisition; (ii) the allotment       
    and issue of the Consideration Shares by the Company; (iii) all           
    other transactions contemplated under the Acquisition Agreement;          
    (iv) the Whitewash Waiver; and (v) the Non-exempt Continuing              
    Connected Transactions and the proposed annual caps on the value          
    of such transactions in accordance with the requirements of the           
    Listing Rules and approval by the Shareholders of an increase in          
    the authorised share capital of the Company to such an amount as          
    shall allow the Company to allot and issue the Consideration              
    Shares;                                                                   
                                                                              
    (e)   the Listing Committee of the Stock Exchange agreeing to             
    grant (subject to allotment) the listing of, and permission to            
    deal in, the Consideration Shares (and such permission and                
    listing not subsequently being revoked prior to the delivery of           
    the definitive share certificate(s) representing the                      
    Consideration Shares);                                                    
                                                                              
    (f)   the Executive granting to Sinochem HK and parties acting            
    in concert with it the Whitewash Waiver; and                              
                                                                              
    (g)   the obtaining of all licences, consents, approvals,                 
    authorisations, permissions, waivers, orders or exemptions from           
    government or regulatory authorities (including relevant PRC              
    authorities) or third parties which are necessary in connection           
    with the execution and performance of the Acquisition Agreement           
    and any of the transactions contemplated under the Acquisition            
    Agreement (collectively, the Consents).                                   
                                                                              
    Pursuant to the Acquisition Agreement, Sinochem HK may waive the          
    Condition in (a) above and the Company and Sinochem HK may jointly        
    waive the Condition in item (g) above at any time if it is agreed         
    that the Consent(s) which have not been obtained is/are not               
    material to the business of the Group and the Fertiliser Group            
    taken as a whole, and such waiver may be subject to such terms            
    and conditions as may be jointly determined by the Company and            
    Sinochem HK. All the other Conditions above cannot be waived and,         
    in the event that they are not satisfied, the Acquisition will            
    not proceed. Save for the Condition in (c) above, none of the             
    Conditions have been satisfied as at the date of this                     
    announcement.                                                             
                                                                              
    Completion                                                                
                                                                              
    Completion is expected to take place on the fifth business day            
    after all the Conditions have either been fulfilled and/or waived.        
    If any of the Conditions has not been fulfilled (or waived by the         
    relevant parties) by 30 September 2005 (or such later date as the         
    parties to the Acquisition Agreement may agree in writing), the           
    Acquisition Agreement will lapse and all obligations and                  
    liabilities of all parties thereunder will cease (without                 
    prejudice to the rights of the parties in respect of antecedent           
    breaches).                                                                
                                                                              
    Following Completion, the Fertiliser Company will become a                
    wholly-owned subsidiary of the Company and its financial results          
    will be consolidated into the financial statements of the                 
    Enlarged Group.                                                           
                                                                              
    B.   SHAREHOLDING STRUCTURE BEFORE AND AFTER THE ACQUISITION              
                                                                              
    The Acquisition will result in a change of control of the Company.        
                                                                              
    Set out below is a table showing, for the purpose of illustration,        
    the shareholding structure of the Company before and after the            
    completion of the Acquisition and the Capital Reorganisation: