1. Definitions
Unless otherwise specified, the meanings in this report are as follows:
- Acquirer, PetroChina refers to PetroChina Company Limited
- Target Company, Jilin Chemical refers to Jilin Chemical Industrial Co., Ltd.
- A Shares refer to domestic listed shares
- H Shares refer to overseas listed shares
- ADS refers to American Depositary Shares
- This Tender Offer refers to PetroChina's actions to issue purchase offers to all shareholders of Jilin Chemical, including A and H shareholders, excluding PetroChina itself
- This A Share Tender Offer refers to PetroChina's offer to Jilin Chemical A shareholders
- CNPC refers to China National Petroleum Corporation
- State-owned Assets Supervision and Administration Commission of the State Council refers to the State-owned Assets Supervision and Administration Commission of the State Council
- 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
- Galaxy Securities, this financial advisor refers to China Galaxy Securities Co., Ltd.
- Yuan refers to Renminbi Yuan
2. Introduction
According to the resolutions passed by the temporary board of directors of PetroChina on October 26, 2005, and the special committee of the board on October 28, 2005, PetroChina has decided to make a comprehensive tender offer for Jilin Chemical's domestic listed shares and overseas listed shares (including ADS). Entrusted by PetroChina, Galaxy Securities serves as the financial advisor for this A Share tender offer and issues this financial advisory opinion. 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, based on a thorough review of relevant materials and a full understanding of the tender offer, provides an opinion on PetroChina's actual performance capability for the A Share tender offer for the reference of investors and relevant parties.
3. Statement
This financial advisor makes the following statements:
- There are no relationships between this financial advisor and the acquirer, the target company, or the A Share tender offer.
- The materials relied upon by this financial advisor were provided by PetroChina, which has committed to ensuring that all documents and materials provided are true, accurate, complete, and timely, with no significant omissions, false records, or misleading statements, and is responsible for their authenticity, accuracy, completeness, and timeliness.
- This financial advisor particularly reminds investors that this report does not constitute any investment advice for the parties involved in the A Share tender offer and that this financial advisor bears no responsibility for any risks arising from investment decisions made based on this report.
- The scope of this financial advisor's responsibilities does not include comments on the commercial feasibility of the A Share tender offer, which is the responsibility of PetroChina's board of directors. This report aims to assess and express opinions on PetroChina's actual performance capability in the tender offer.
- This financial advisor has not commissioned or authorized any other institutions or individuals to provide information not included in this report or to explain or clarify this report.
- This financial advisor emphasizes that investors should carefully read the relevant announcements issued by the parties involved in the tender offer.