Definitions
Unless otherwise specified, the meanings in this report are as follows:
- Acquirer, China Petroleum refers to China Petroleum & Chemical Corporation
- Target Company, Jinzhou Petrochemical refers to Jinzhou Petrochemical Co., Ltd.
- Circulating Shares refer to ordinary shares traded on the stock exchange in RMB
- This Tender Offer refers to the act of China Petroleum making a tender offer to all shareholders of Jinzhou Petrochemical, excluding the company itself, for all their shares
- CNPC Group 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 RMB
Introduction
According to the resolution passed by the temporary board of directors of China Petroleum on October 26, 2005, regarding the application for a comprehensive tender offer to integrate its listed subsidiaries, and the decision made by the special committee of the board of directors on October 28, 2005, China Petroleum has decided to make a comprehensive tender offer for the circulating shares of Jinzhou Petrochemical. Entrusted by China Petroleum, Galaxy Securities serves as the financial advisor for this 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 based on industry-recognized business standards and ethical norms, with a spirit of honesty and diligence. After careful review of relevant materials and a thorough understanding of the tender offer, this financial advisor provides an opinion on the actual performance capability of China Petroleum in this tender offer for the reference of investors and relevant parties.
Statement
This financial advisor makes the following statements:
- There are no relationships between this financial advisor, the acquirer, the target company, and the tender offer.
- The relevant materials relied upon by this financial advisor were provided by China Petroleum. China Petroleum has committed to this financial advisor that all documents, materials, and oral statements 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 legality.
- This financial advisor particularly reminds investors that this report does not constitute any investment advice for the parties involved in the tender offer and their affiliates. This financial advisor bears no responsibility for any risks arising from investment decisions made by investors based on this report.
- The scope of this financial advisor's responsibilities does not include comments on the commercial feasibility of the tender offer, which is the responsibility of the board of directors of China Petroleum. This report aims to assess and express opinions on the actual performance capability of the acquirer, China Petroleum, in this 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 interpret or explain this report.
- This financial advisor emphasizes that investors should carefully read the relevant announcements issued by the parties involved in the tender offer.