Legal Opinion Letter Regarding the Tender Offer Report of Jilin Chemical Industrial Co., Ltd.
To: China National Petroleum Corporation
According to the provisions of the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Measures for the Administration of the Acquisition of Listed Companies (hereinafter referred to as the "Acquisition Measures"), and the Guidelines for the Content and Format of Information Disclosure by Companies Issuing Securities No. 17 - Tender Offer Report (hereinafter referred to as the "Format Guidelines"), King & Wood Mallesons (hereinafter referred to as "KWM"), entrusted by China National Petroleum Corporation (hereinafter referred to as the "Acquirer"), has prepared this legal opinion letter regarding the tender offer for A-shares of Jilin Chemical Industrial Co., Ltd. (hereinafter referred to as the "Target Company").
To issue this legal opinion letter, KWM has conducted a review of the relevant facts and legal matters concerning the Acquirer's tender offer, including but not limited to:
- Basic information of the Acquirer
- Background of the tender offer
- Tender offer plan
- Shareholding status of the Acquirer and trading of shares in the past six months
- Source of funds for the tender offer
- Subsequent plans after the completion of the tender offer
- Significant transactions between the Acquirer and the Target Company
- Professional institutions involved in the tender offer
- Financial information
In addition, KWM has reviewed documents deemed necessary, including approval documents from relevant government departments, records, materials, and current laws, regulations, and administrative rules, and has made necessary inquiries and discussions with the Acquirer regarding the matters related to the tender offer.
The Acquirer guarantees that it has provided KWM with all original written materials, copies, or oral testimonies deemed necessary for issuing this legal opinion letter. The Acquirer also guarantees that the materials and oral testimonies provided are true, accurate, and complete; all signatures and seals on the documents are genuine; and the copies are consistent with the originals. For facts that are crucial to this legal opinion letter but cannot be supported by independent evidence, KWM relies on the certification documents issued by relevant government departments, the Acquirer, or other relevant entities.
KWM issues this legal opinion based on facts that have occurred or existed prior to the date of this legal opinion letter and the current laws and regulations of the People's Republic of China (hereinafter referred to as "China," for the purpose of this legal opinion letter, excluding the Hong Kong Special Administrative Region, Macao Special Administrative Region, and Taiwan). KWM does not issue legal opinions based on any foreign laws. KWM only expresses legal opinions on matters related to the Tender Offer Report and does not express opinions on accounting, auditing, or other professional matters.
KWM has strictly fulfilled its statutory duties, adhered to the principles of diligence and good faith, and conducted sufficient verification of the truthfulness, accuracy, and completeness of the Acquirer's actions and the contents of the Tender Offer Report, ensuring that this legal opinion letter does not contain false records, misleading statements, or significant omissions.
KWM agrees to submit this legal opinion letter as a necessary legal document for the tender offer, along with other application materials, for review by the China Securities Regulatory Commission (CSRC), and shall bear corresponding legal responsibilities for the legal opinions issued. This legal opinion letter is only for the Acquirer's use for the purpose of the tender offer and shall not be used for any other purpose. KWM agrees that the Acquirer may cite relevant contents of this legal opinion letter in the Tender Offer Report in accordance with the review requirements of the CSRC.