CWT International Limited — M&A Activity 2005

Feb 17, 2005

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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities.

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SINOCHEM HONG KONG (GROUP) COMPANY LIMITED

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SINOCHEM HONG KONG HOLDINGS LIMITED

( ) ( ) (Incorporated in Hong Kong with limited liability) (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 THE WHITEWASH WAIVER CAPITAL REORGANISATION

ESTABLISHMENT OF INDEPENDENT BOARD COMMITTEE, APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER AND DELAY IN DESPATCH OF CIRCULAR

Financial adviser to Sinochem Corporation and Sponsor to the Company

The independent board committee comprising Mr. Ko Ming Tung, Edward, Mr. Tang Tin Sek and Dr. Li Ka Cheung, Eric has been established. Somerley Limited has been appointed as the independent financial adviser to the independent board committee and the Independent Shareholders.

Despatch of the Circular will be delayed to within 7 days after obtaining the approval from the Listing Committee of the Company’s new listing application.

Shareholders and potential investors of the Company should note that the Acquisition is conditional upon various conditions as described in the announcement of the Company dated 28 January 2005. In particular, the Executive may or may not grant the Whitewash Waiver and the new listing application may or may not be approved.

Reference is made to the joint announcement dated 28 January 2005 issued by the Company and Sinochem HK (the ‘‘Announcement’’). Terms used herein shall have the same meanings as defined in the Announcement.

The independent board committee comprising Mr. Ko Ming Tung, Edward, Mr. Tang Tin Sek and Dr. Li Ka Cheung, Eric has been established. Somerley Limited has been appointed as the independent financial adviser to the independent board committee and the Independent Shareholders.

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As stated in the Announcement, a circular containing among other things, further particulars of the Proposals and the Fertiliser Group, together with the recommendations of the independent board committee, a letter of advice from the independent financial adviser, 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.

Under Rules 14.38 and 14A.49 of the Listing Rules and Rule 8.2 of the Takeovers Code, a circular is required to be sent to the Shareholders within 21 days of the date of the Announcement. In view of the process that is required in connection with the new listing application, it is unlikely that the Circular can be despatched within the time required under the Listing Rules and the Takeovers Code. The Company has applied for, and the Stock Exchange and the SFC have granted, consent for an extension of time within which to despatch the Circular.

Shareholders and potential investors of the Company should note that the Acquisition is conditional upon various conditions as described in the Announcement. In particular, the Executive may or may not grant the Whitewash Waiver and the new listing application may or may not be approved.

By order of the board By order of the board Sinochem Hong Kong (Group) Company Limited Sinochem Hong Kong Holdings Limited Song Yu Qing Navin Aggarwal Director Company Secretary

Hong Kong, 17 February 2005

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 Ming 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.

The directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that in relation to the Sinochem Group and the Fertiliser Group) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those in relation to the Sinochem Group and the Fertiliser Group) have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statement in this announcement (other than those in relation to the Sinochem Group and the Fertiliser Group) misleading.

The directors of Sinochem HK jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than that in relation to the Group) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement (other than those in relation to the Group) have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statement in this announcement (other than those in relation to the Group) misleading.

Please also refer to the published version of this announcement in the (The Standard)

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