Company Abbreviation: Daming Petroleum
Stock Code: 000406 Document Number: 2006—009
China International Capital Corporation Limited
CITIC Securities Company Limited
Financial Advisor Report on the Tender Offer by China Petroleum & Chemical Corporation for Shengli Oilfield Daming (Group) Co., Ltd.
March 1, 2006
1. Definitions
Unless otherwise specified, the following abbreviations in this financial advisor report have the following specific meanings:
- Acquirer, Sinopec refers to China Petroleum & Chemical Corporation
- Target Company, Daming Petroleum refers to Shengli Oilfield Daming (Group) Co., Ltd.
- Circulating Shares refer to the ordinary shares of Daming Petroleum traded on the Shenzhen Stock Exchange
- Non-Circulating Shares refer to the ordinary shares of Daming Petroleum held by shareholders other than the acquirer that are not traded on the Shenzhen Stock Exchange
- This Tender Offer refers to the acquirer's offer to acquire all circulating shares held by other shareholders of Daming Petroleum at a price of RMB 10.30 per share and all non-circulating shares held by other shareholders at a price of RMB 5.60 per share, subject to certain conditions
- Sinopec Group refers to China Petroleum & Chemical Corporation Group
- Financial Advisor refers to China International Capital Corporation Limited and CITIC Securities Company Limited
- State-owned Assets Supervision and Administration Commission refers to the State Council's State-owned Assets Supervision and Administration Commission
- China Securities Regulatory Commission refers to the China Securities Regulatory Commission
- Shenzhen Stock Exchange refers to the Shenzhen Stock Exchange
- Registration Company refers to China Securities Depository and Clearing Corporation Limited Shenzhen Branch
- Investors refer to shareholders of Daming Petroleum other than the acquirer
- Industrial and Commercial Bank refers to Industrial and Commercial Bank of China Limited
- Agricultural Bank refers to Agricultural Bank of China Limited
- Summary of the Tender Offer Report refers to the summary of the tender offer report announced by Sinopec on February 16, 2006
2. Introduction
According to the resolution passed by the Board of Directors of Sinopec on February 15, 2006, regarding the tender offer for all circulating and non-circulating shares of Shengli Oilfield Daming (Group) Co., Ltd., Sinopec has decided to make a comprehensive tender offer. Entrusted by Sinopec, China International Capital Corporation Limited and CITIC Securities Company Limited act as financial advisors for this tender offer and provide financial advisory opinions. In accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, and the Regulations on the Management of Acquisitions of Listed Companies, this financial advisor has conducted due diligence and issued opinions on Sinopec's actual performance capability for the tender offer, for the reference of investors and relevant parties.