Offer Acquisition Report
Acquirer Name
China National Petroleum Corporation
Legal Address of Acquirer
Intercontinental Building, No. 16 Ande Road, Dongcheng District, Beijing
Date of Signing the Offer Acquisition Report
October 28, 2005
Special Reminder
The acquirer particularly reminds investors that this acquisition of circulating shares of Jinzhou Petrochemical Co., Ltd. (hereinafter referred to as "Jinzhou Petrochemical") aims to terminate Jinzhou Petrochemical's listing status. The effectiveness condition of this offer is that by 15:00 on the last trading day within the validity period of this offer, the number of shares tendered for temporary custody by the registration company must not be less than 31.875 million shares, meaning that after the completion of the offer, the acquirer will hold at least 85% of Jinzhou Petrochemical's total share capital, thus enabling Jinzhou Petrochemical to meet the provisions of Article 158 of the Company Law regarding the termination of stock listing. If the conditions are not met, this offer will not take effect from the beginning, and the original tender declarations will no longer be valid, with the registration company automatically releasing the corresponding shares from temporary custody. The offer period is 30 calendar days from the date of publication of this offer acquisition report, specifically from November 15, 2005, to December 14, 2005. After the termination of Jinzhou Petrochemical's listing, shares held by shareholders who do not accept the offer will be unable to trade on the Shenzhen Stock Exchange, significantly reducing the liquidity and convenience of trading these shares compared to before. Shareholders who do not accept the offer can still sell their shares of Jinzhou Petrochemical to the acquirer at the offer price, and the acquirer or the acquirer’s designated securities company will purchase them. Once the offer takes effect, the specific procedures and operational steps for further acquisitions (including but not limited to the need for shareholders to personally handle confirmation, registration, and corresponding verification procedures) will be announced separately by the acquirer before Jinzhou Petrochemical's termination of listing.
I. Name of the Target Company, Listing Location, Stock Abbreviation, and Capital Structure
- Name of the Target Company: Jinzhou Petrochemical Co., Ltd.
- Stock Listing Location: Shenzhen Stock Exchange
- Stock Abbreviation: Jinzhou Petrochemical
- Stock Code: 000763
| Share Class | Number of Shares (10,000 shares) | Proportion (%) |
|---|---|---|
| State-owned Legal Person Shares | 63,750 | 80.95 |
| Circulating Shares | 15,000 | 19.05 |
| Total | 78,750 | 100.00 |
II. Name, Address, and Contact Information of the Acquirer
- Name of the Acquirer: China National Petroleum Corporation
- Legal Address: Intercontinental Building, No. 16 Ande Road, Dongcheng District, Beijing
- Mailing Address: Intercontinental Building, No. 16 Ande Road, Dongcheng District, Beijing
- Postal Code: 100011
- Contact Number: 010-84886148
III. Acquirer's Decision on the Acquisition
According to the resolution passed by the temporary board of directors of China National Petroleum Corporation on October 26, 2005, regarding the application for a comprehensive offer to acquire and integrate its listed subsidiaries, and the resolution passed by the special committee of the board of directors on October 28, 2005, the company has decided to make a comprehensive offer to acquire the circulating shares of Jinzhou Petrochemical Co., Ltd.
IV. Purpose of the Offer
The purpose of this offer is to terminate Jinzhou Petrochemical's listing status, aiming to resolve the issue of competition between the acquirer and Jinzhou Petrochemical, and to reduce and further regulate the related transactions between the acquirer as the controlling shareholder of Jinzhou Petrochemical and Jinzhou Petrochemical.