10:13     SINOCHEM HK<00297>-Announcement & Resumption of Trading(19)         

    "Circular"                                                                
    the shareholders' circular to be sent to all Shareholders, being          
    a listing document for the purposes of the Listing Rules and a            
    composite document for the purposes of the Takeovers Code                 
                                                                              
    "Company"                                                                 
    Sinochem Hong Kong Holdings Limited (previously known as Wah Tak          
    Fung Holdings Limited), a company incorporated on 26 May 1994 in          
    Bermuda with limited liability, the Ordinary Shares of which are          
    listed on the Stock Exchange                                              
                                                                              
    "Completion"                                                              
    completion of the Acquisition pursuant to the terms and                   
    conditions of the Acquisition Agreement                                   
                                                                              
    "Conditions"                                                              
    conditions precedent to Completion as set out in the Acquisition          
    Agreement and summarised in the sub-paragraph headed Conditions           
    of the paragraph A headed The Acquisition Agreement above                 
                                                                              
    "Consideration Shares"                                                    
    the New Shares to be allotted and issued to Sinochem HK in                
    connection with the Acquisition (subject to adjustment as                 
    described in the sub-paragraph headed Payment method of the               
    paragraph A headed The Acquisition Agreement above)                       
                                                                              
    "Director(s)"                                                             
    director(s) of the Company                                                
                                                                              
    "Enlarged Group"                                                          
    the Company and its subsidiaries following Completion                     
                                                                              
    "Executive"                                                               
    the executive director of the Corporate Finance Division of the           
    SFC from time to time and any delegate of such executive director         
                                                                              
    "Existing Share Premium Cancellation"                                     
    the cancellation of the entire balance standing to the credit of          
    the share premium account of the Company as at 31 March 2004 as           
    described in the paragraph J headed Capital Reorganisation above          
                                                                              
    "FAOSTAT Data"                                                            
    The FAO Statistical Database, a statistical database maintained           
    by the Food and Agricultural Organisation of the United Nations           
                                                                              
    "Fertiliser Business"                                                     
    the fertiliser business carried on by the Fertiliser Group                
                                                                              
    "Fertiliser Company"                                                      
    China Fertiliser (Holdings) Company Limited, a company                    
    incorporated in the BVI with limited liability on 16 December 2004        
    and which is wholly-owned by Sinochem HK                                  
                                                                              
    "Fertiliser Group"                                                        
    the Fertiliser Company and its various subsidiaries and interests         
    in companies incorporated in the PRC and elsewhere which, except          
    for certain interests in various companies as stated in the               
    Non-Competition Undertaking, comprise the entire fertiliser               
    business of Sinochem Corporation prior to the Reorganisation              
                                                                              
    "Further Share Premium Cancellation"                                      
    the cancellation of the further share premium to the extent of            
    HK$131,625,200 arising from the issue of the Consideration Shares         
    as described in the paragraph J headed Capital Reorganisation             
    above                                                                     
                                                                              
    "General Mandates"                                                        
    the general mandate to issue and repurchase ordinary shares of            
    the Company proposed to be granted to the Directors at the SGM,           
    details of which are set out in the section headed General                
    Mandates to Issue and Repurchase shares of this announcement              
                                                                              
    "Group"                                                                   
    the Company and its subsidiaries                                          
                                                                              
    "HK$"                                                                     
    Hong Kong dollars, the lawful currency of Hong Kong                       
                                                                              
    "Hong Kong"                                                               
    the Hong Kong Special Administrative Region of the People's               
    Republic of China                                                         
                                                                              
    "Independent Shareholders"                                                
    the Shareholders who are not interested or involved in the                
    Acquisition and the Whitewash Waiver, being Shareholders other            
    than Sinochem HK, its Associates and its concert parties                  
                                                                              
    "Issue Price"                                                             
    the price of HK$1.00 per Consideration Share (subject to                  
    adjustment as described in the sub-paragraph headed Payment               
    method of the paragraph A headed The Acquisition Agreement above)