10:11 SINOCHEM HK<00297>-Announcement & Resumption of Trading(13) Mr. DU Ke Ping, aged 44, is the General Manager of Sinochem Fertiliser and a vice-president of Sinochem Corporation. He graduated from the Accounting Department of Shandong Economic College with a bachelor degree and from China Foreign Economics and Trade University with a Master of Business Administration degree. Before taking up his current position, Mr. Du was a senior official of the Ministry of Commerce of the PRC (formally the Ministry of Foreign Trade and Economic Commission). Mr. Du joined Sinochem Group in 1989. Further details of the proposed Directors will be set out in the Circular. Treatment of the Preference Shares As at the date of this announcement, Sinochem HK also holds 103 Preference Shares, representing all of the outstanding Preference Shares. Pursuant to the terms of the Preference Shares, they are convertible into Ordinary Shares by no later than the 7th business day before the maturity date (the maturity date being 27 February 2005, which is the third anniversary from their date of issue) and, unless previously converted into Ordinary Shares, all but not part of the Preference Shares may be redeemed at their aggregate nominal value of HK$103 million on the maturity date at the option of the holder or the Company. If the conversion or redemption rights are not exercised by the respective deadlines referred to above, the rights will lapse but the Preference Shares will continue to confer on their holder preferential rights to capital and fixed dividends. Sinochem HK has informed the Company that it does not intend to exercise any of the conversion rights attached to the Preference Shares but intends to request the redemption of all of the outstanding Preference Shares on their maturity date. G. RELEVANT LISTING RULES REQUIREMENTS Very substantial acquisition and connected transaction As at the date of this announcement, Sinochem HK, the vendor under the Acquisition Agreement, is interested in 778,477,633 Ordinary Shares, representing approximately 21.16% of the existing issued ordinary share capital of the Company and is therefore a substantial Shareholder, and hence a connected person, of the Company. The Acquisition constitutes a very substantial acquisition and a connected transaction of the Company under Chapters 14 and 14A of the Listing Rules and is therefore subject to the approval of the Independent Shareholders by poll at the SGM. Reverse takeover and new listing application In addition, as the Acquisition will involve 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 the Company will be treated as a new listing applicant under Rule 14.54 of the Listing Rules if the Acquisition proceeds. As such, the Acquisition is subject to 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 material regarding the new listing application has been submitted to the Stock Exchange as at the date of this announcement and the Company will initiate the new listing application process for its ordinary shares as soon as practicable. The Circular is expected to be despatched to the Shareholders within seven days after the Company has obtained the approval from the Listing Committee of its new listing application. The Listing Committee may or may not grant the approval for the new listing application. If such approval is not granted, the Acquisition Agreement will lapse and the Acquisition will not proceed. Voting by the Independent Shareholders at the SGM will be conducted by poll. Sinochem HK and its Associates will abstain from voting on the resolutions which require the approval of the Independent Shareholders at the SGM.