1. Definitions
Unless otherwise specified, the meanings in this report are as follows:
- Acquirer, China National Petroleum: Refers to China National Petroleum Corporation.
- Target Company, Liaohe Oilfield: Refers to Liaohe Jinma Oilfield Co., Ltd.
- Circulating Shares: Refers to ordinary shares traded on the stock exchange in RMB.
- This Tender Offer: Refers to the act of CNPC issuing a tender offer to all shareholders of Liaohe Oilfield, excluding CNPC, to acquire all their shares.
- CNPC Group: Refers to China National Petroleum Group 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.
2. Introduction
According to the resolutions passed by the temporary board of directors of China National Petroleum Corporation on October 26, 2005, and the special committee of the board on October 28, 2005, CNPC decided to make a comprehensive tender offer for the circulating shares of Liaohe Oilfield. Entrusted by CNPC, 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, adhering to industry-recognized business standards and ethical norms, has conducted prudent due diligence and, based on a thorough review of relevant materials and a full understanding of the tender offer, provides an opinion on CNPC's actual performance capability for the benefit of investors and relevant parties.
3. Declaration
This financial advisor makes the following declarations:
- 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 CNPC. CNPC has committed to ensuring that all documents, materials, and oral testimonies 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 specifically reminds investors that this report does not constitute any investment advice for the parties involved in the tender offer and their affiliates. The 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 tender offer, which is the responsibility of CNPC's board of directors. This report aims to assess and express opinions on CNPC's actual performance capability regarding 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.