Legal Opinion Letter Regarding the "Acquisition Report of Jinchao Petrochemical 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 - Acquisition 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 acquisition of shares of Jinchao Petrochemical Co., Ltd. (hereinafter referred to as the "Target Company") by the Acquirer (hereinafter referred to as the "Offer").
To issue this legal opinion letter, KWM has conducted a review of the relevant facts and legal matters concerning the Acquirer's offer based on current Chinese laws, regulations, and the relevant provisions of the State Council's securities regulatory authorities, as well as the "Entrustment Contract" signed with the Acquirer. This review includes but is not limited to:
- Basic information about the Acquirer
- The offer plan
- The Acquirer's shareholding status and the trading of shares in the past six months
- The source of funds for the offer
- Subsequent plans after the offer is completed
- Significant transactions between the Acquirer and the Target Company
- Professional institutions involved in this offer
In addition, KWM has reviewed documents deemed necessary, including approval documents from relevant government departments, records, materials, and evidence provided by the Acquirer, as well as current laws, regulations, and administrative rules. KWM has made necessary inquiries and discussions with the Acquirer regarding the matters related to this 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 authentic; 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 proof documents issued by relevant government departments, the Acquirer, or other relevant entities. KWM issues legal opinions based on facts that have occurred or existed before 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 purposes of this legal opinion letter, excluding the Hong Kong Special Administrative Region, the 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 "Acquisition Report" and does not provide 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 "Acquisition 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 offer, along with other application materials, for review by the China Securities Regulatory Commission (CSRC), and shall bear corresponding legal responsibilities for the opinions issued. This legal opinion letter is only for the purpose of the Acquirer's 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 "Acquisition Report" in accordance with the review requirements of the CSRC.