10:13 SINOCHEM HK<00297>-Announcement & Resumption of Trading(17) (b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the New Shares in issue following the Share Consolidation. An application will be made to the Listing Committee of the Stock Exchange for the listing of and permission to deal in all such New Shares. Trading arrangements The Ordinary Shares are currently traded in board lots of 2,000 Shares. The New Shares will be traded in board lots of 2,000 New Shares and will rank pari passu in all respects with each other. The Share Consolidation will not result in any change in the relative rights among the Shareholders. Any fractions which arise upon the Share Consolidation becoming effective will be aggregated and sold for the benefit of the Company. In order to facilitate the trading of odd lots of New Shares as a result of the Share Consolidation, the Company will, for a period of one month commencing from the effective date of the Share Consolidation, appoint Mr. Eric Chan of Cazenove Asia Limited (Tel: 2123 0303) to provide a matching service to Shareholders who wish to buy or sell their holding of odd lots. Further information in this regard will be set out in the Circular. K. OTHER MATTERS General mandates to issue and repurchase shares It is proposed that a general mandate be granted to the Directors to repurchase ordinary shares representing up to 10% of the issued ordinary share capital of the Company as at the date of such grant and as enlarged by the issue of the Consideration Shares. It is also proposed that a general mandate be granted to the Directors to allot, issue and deal with additional ordinary shares with an aggregate nominal value not exceeding 20% of the aggregate nominal amount of the issued ordinary share capital of the Company as at the date of such grant and as enlarged by the issue of the Consideration Shares. Change of financial year end Upon Completion, it is the Company's intention to change the financial year end of the Enlarged Group to 31 December going forward to conform with the financial year end of the Fertiliser Group to provide a consistent accounting period for the Enlarged Group in order to consolidate the results of the Fertiliser Group with those of the Group. A resolution will be proposed at the SGM for approval of this change by the Shareholders. Where necessary, a waiver application to the Stock Exchange in respect of Rule 8.21 of the Listing Rules, which prohibits a change of financial year end for a new listing applicant, will be made. Assuming the above change becomes effective, the Company will publish its annual report for the year ended 31 March 2005 on or before 31 July 2005. In addition, the Company will issue its interim results announcement for the three months ended 30 June 2005 on or before 30 September 2005, and will publish the first set of audited financial statements of the Company after the change of the financial year end date (for the nine months ended 31 December 2005) on or before 30 April 2006, in accordance with the Listing Rules. L. GENERAL Cazenove is the financial adviser to Sinochem Corporation in relation to the Acquisition and will also act as the sponsor to the Company's new listing application as a result of the Acquisition. An independent board committee will be formed to advise the Independent Shareholders as to whether or not the terms of the Acquisition Agreement, the Whitewash Waiver and the Non-exempt Continuing Connected Transactions are fair and reasonable and in the interest of the Group so far as the Independent Shareholders are concerned. An independent financial adviser will be appointed to advise the independent board committee and the Independent Shareholders in this connection. The Company will make a further announcement on the appointment of such independent financial adviser. The Circular containing, among other things, further particulars of the Proposals and the Fertiliser Group, together with the recommendations of an independent board committee to be established, a letter of advice from an independent financial adviser to be appointed, a notice convening the SGM, and such other information as required under the Takeovers Code and the Listing Rules is expected to be despatched to the Shareholders within seven days after obtaining the approval from the Listing Committee of the Company's new listing application.