09:56     JILIN CHEMICAL<00368> - Announcement (1)                            

    The Stock Exchange of Hong Kong Limited takes no responsibility for the   
    contents of this announcement, makes no representation as to its          
    accuracy or completeness and expressly disclaims any liability            
    whatsoever for any loss howsoever arising from or in reliance upon the    
    whole or any part of the contents of this announcement.                   
                                                                              
    JILIN CHEMCIAL INDUSTRIAL COMPANY LIMITED                                 
    (a joint stock limited company incorporated in the People's Republic of   
    China)                                                                    
    (Stock Code: 0368)                                                        
                                                                              
    PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION                            
                                                                              
    The Board passed resolutions on 17 March 2005, among other things,        
    proposing to amend the relevant provisions of the Articles of             
    Association in order to comply with the provisions under Certain Rules    
    in Respect of the Strengthening of the Protection of the Interests of     
    the Public Shareholders issued by China Securities Regulatory Committee.  
                                                                              
    The proposed amendments to the Articles of Association are subject to     
    the approval of the shareholders of the Company by way of special         
    resolutions and approval and/or endorsement on registration as may be     
    required by the relevant PRC authorities.                                 
                                                                              
    The board of the directors (the "Board") of Jilin Chemical Industrial     
    Company Limited (the "Company") passed resolutions on 17 March 2005,      
    among other things, proposing to amend the relevant provisions of the     
    articles of association of the Company (the "Articles of Association")    
    in order to comply with the provisions under Certain Rules in Respect     
    of the Strengthening of the Protection of the Interests of the Public     
    Shareholders issued by China Securities Regulatory Committee.             
                                                                              
    The proposed amendments to the Articles of Association (collectively      
    the "Proposed Amendments") are as follows:                                
                                                                              
    1.  THAT the Articles of Association be and are hereby amended by         
    re-numbering the existing Article 80 as Article 81 and inserting the      
    following provisions as new Article 80:                                   
                                                                              
      "Article 80                                                             
                                                                              
      Apart from the approval by the shareholders at the general meeting,     
    any of the following issues or the relevant applications in relation      
    thereto shall only be carried out if approved by at least half of the     
    shares carrying voting rights held by the public shareholders voting at   
    the general meeting:                                                      
                                                                              
    (a)   Any issue of new shares to the public (including issue of           
    overseas listed foreign investment shares or other share titles), issue   
    of convertible debentures, placing of shares to existing shareholders     
    (except in such placings where the controlling shareholders have          
    provided an undertaking to fully subscribe for the shares in cash         
    before the general meeting is convened);                                  
                                                                              
    (b)   Major asset restructuring if the assets to be acquired are being    
    proposed to be acquired at a total price which is 20% higher than the     
    audited book net value of such assets;                                    
                                                                              
    (c)   Repayment of debts due to the Company by any shareholder using      
    his shares of the Company;                                                
                                                                              
    (d)   Overseas listing of any significant subsidiary of the Company;      
                                                                              
    (e)   Other relevant issues which may have a substantial impact on the    
    interests of the public shareholders in the development of the Company.   
                                                                              
      The notice of any general meeting at which any issue mentioned above    
    will be considered shall be re-announced within three (3) days after      
    the record date.                                                          
                                                                              
      The announcement of the resolutions of the general meeting shall set    
    out the number of the public shareholders voting at the general           
    meeting, the shares held by them and the percentage of such shares in     
    the total number of the shares held by the public shareholders and the    
    results of their votes as well as the shareholdings of the 10 largest     
    public shareholders voting at the general meeting and the results of      
    their votes.