10:17     SINOCHEM HK<00297> - 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.               
                                                                              
                                                                              
    SINOCHEM HONG KONG (GROUP) COMPANY LIMITED                                
    (Incorporated in Hong Kong with limited liability)                        
                                                                              
    SINOCHEM HONG KONG HOLDINGS LIMITED                                       
    (Incorporated in Bermuda with limited liability)                          
    Stock Code: 297                                                           
                                                                              
    ACQUISITION FROM SINOCHEM HONG KONG (GROUP) COMPANY LIMITED               
    OF THE FERTILISER GROUP                                                   
                                                                              
    VERY SUBSTANTIAL ACQUISITION AND CONNECTED TRANSACTION                    
    REVERSE TAKEOVER INVOLVING AN APPLICATION FOR A NEW LISTING               
    AND AN APPLICATION FOR A WHITEWASH WAIVER                                 
                                                                              
    Clarification Announcement                                                
                                                                              
    This announcement is made to clarify certain financial information        
    relating to the Fertiliser Group set out in the Announcement.             
                                                                              
    Reference is made to the joint announcement dated 28 January 2005         
    (``Announcement'') issued by the Company and Sinochem HK in relation      
    to the Proposals. Terms used in this announcement have the same           
    meanings as defined in the Announcement unless otherwise stated.          
                                                                              
    It was disclosed in the Announcement that the turnover and net profit     
    margin of the Fertiliser Group for the year ended 31 December 2003        
    (based on PRC GAAP) were approximately RMB11,617.2 million and 3.6%       
    respectively. These figures were extracted from or calculated (as the     
    case may be) based on information set out in the audited consolidated     
    financial statements of the Fertiliser Group for the relevant period      
    which had been prepared in accordance with PRC GAAP (``PRC Accounts'').   
                                                                              
    The Company was informed by Sinochem HK that certain inter-company        
    sales and cost of sales were not completely eliminated during the         
    course of the audit of the PRC Accounts. After a complete elimination     
    of such inter-company sales and cost of sales, the audited turnover       
    and net profit margin of the Fertiliser Group for the year ended 31       
    December 2003 (based on PRC GAAP) will be revised from approximately      
    RMB11,617.2 million and 3.6% (as disclosed in the Announcement) to        
    approximately RMB10,385.1 million and 4% respectively (``Revision''),     
    and, save as described above, all other financial information,            
    including the 2003 net profit and net asset value, of the Fertiliser      
    Group as presented in the Announcement remains unaffected by the          
    Revision. The Company has confirmed with the auditors of the              
    Fertiliser Group that the unqualified opinion contained in the            
    auditors' report to the PRC Accounts will not be affected by the          
    Revision.                                                                 
                                                                              
    Having (a) considered the impact of the Revision on the historical        
    financial information of the Fertiliser Group and noted in particular     
    that its profits and asset values remain unaffected by the Revision;      
    and (b) reassessed the earnings potential and prospects of the            
    Fertiliser Group in the light of the Revision, Sinochem HK and the        
    Company have determined that they will proceed with the Acquisition       
    on the existing terms and conditions, as agreed.                          
                                                                              
                                                                              
    By order of the Board of                                                  
    Sinochem Hong Kong (Group) Company Limited                                
    Song Yu Qing                                                              
    Director                                                                  
                                                                              
    By order of the Board of                                                  
    Sinochem Hong Kong Holdings Limited                                       
    Navin Aggarwal                                                            
    Company Secretary                                                         
                                                                              
    Hong Kong, 15 April 2005                                                  
                                                                              
    * For identification purposes only                                        
                                                                              
    As at the date of this announcement, the executive Directors are Mr.      
    Liu Deshu (Chairman), Mr. Song Yu Qing (Deputy Chairman and Chief         
    Executive Officer), Mr. Chu Yu Lin, David, Mrs. Chu Ho Miu Hing and       
    Ms. Chen Hao and the independent non-executive Directors are Mr. Ko       
    Ming Tung, Edward, Mr. Tang Tin Sek and Dr. Li Ka Cheung, Eric.