10:14     SINOCHEM HK<00297>-Announcement & Resumption of Trading(20)         

    "Listing Rules"                                                           
    the Rules Governing the Listing of Securities on the Stock                
    Exchange                                                                  
                                                                              
    "Mt nutrient"                                                             
    million tonnes of nutrient, it measures the quantity of effective         
    nutrient. Quantity of consumption and production of fertilisers           
    are expressed in weight containing 100% effective nutrient                
                                                                              
    "New Share(s)"                                                            
    ordinary shares of HK$0.10 each in the capital of the Company upon        
    the Capital Reduction and Share Consolidation becoming effective          
                                                                              
    "Non-competition Undertaking"                                             
    the non-competition undertaking to be entered into by Sinochem            
    Corporation in favour of the Company                                      
                                                                              
    "Non-exempt Continuing Connected Transactions"                            
    any continuing transactions between members of the Fertiliser             
    Group and the connected persons (as defined in the Listing Rules)         
    of the Company which will constitute continuing connected                 
    transactions (as defined in the Listing Rules) of the Company             
    immediately following Completion and which will not be exempt             
    from the reporting, announcement and shareholder approval                 
    requirements under Chapter 14A of the Listing Rules                       
                                                                              
    "Ordinary Share(s)"                                                       
    ordinary share(s) of HK$0.10 each in the capital of the Company           
    prior to the Capital Reduction and Share Consolidation                    
                                                                              
    "PRC" or "China"                                                          
    the People's Republic of China (for the purpose of this                   
    announcement, excluding Hong Kong, Taiwan and Macau)                      
                                                                              
    "PRC GAAP"                                                                
    generally accepted accounting principles in the PRC                       
                                                                              
    "Preference Shares"                                                       
    unlisted convertible redeemable non-voting preference shares              
    with a nominal value of HK$1,000,000 each in the capital of the           
    Company                                                                   
                                                                              
    "Proposals"                                                               
    the Acquisition, the Whitewash Waiver, the Non-exempt Connected           
    Transactions, the Capital Reorganisation, the grant of the                
    General Mandates and the change of financial year end                     
                                                                              
    "Reduced Share(s)"                                                        
    ordinary share(s) of HK$0.01 each in the capital of the Company           
    upon the Capital Reduction becoming effective and prior to the            
    Share Consolidation                                                       
                                                                              
    "Reorganisation"                                                          
    the restructuring of the Fertiliser Group whereby Sinochem                
    Corporation injected the Fertiliser Group into the Fertiliser             
    Company                                                                   
                                                                              
    "RMB"                                                                     
    Renminbi, the lawful currency of the PRC                                  
                                                                              
    "SASAC"                                                                   
    State-owned Assets Supervision and Administration Commission of           
    the PRC                                                                   
                                                                              
    "SFC"                                                                     
    the Hong Kong Securities and Futures Commission                           
                                                                              
    "SGM"                                                                     
    the special general meeting of the Company to be held to consider         
    and approve the Proposals                                                 
                                                                              
    "Share Consolidation"                                                     
    the consolidation of 10 Reduced Shares of HK$0.01 each in issue           
    immediately following the Capital Reduction into one New Share            
    of HK$0.10 as described in the paragraph J headed Capital                 
    Reorganisation above                                                      
                                                                              
    "Shareholder(s)"                                                          
    the holder(s) of Ordinary Shares                                          
                                                                              
    "Sinochem BVI"                                                            
    Sinochem Fertiliser (Overseas) Holdings Ltd., a company                   
    incorporated in the BVI with limited liability on 1 July 2004 and         
    which is wholly-owned by the Fertiliser Company                           
                                                                              
    "Sinochem Corporation"                                                    
     (Sinochem Corporation), a state-owned enterprise established in          
    the PRC, formerly known as China National Chemicals Import &              
    Export Corporation which operates globally mainly in the                  
    petroleum, fertiliser and chemicals business