Offer Acquisition Report
Acquirer Name
China National Petroleum Corporation
Legal Address
16 Ande Road, Dongcheng District, Beijing
Date of Signing the Offer Acquisition Report
October 28, 2005
Special Notice
The acquirer particularly reminds investors that this acquisition of circulating shares of Liaohe Jinma Oilfield Co., Ltd. (hereinafter referred to as "Liaohe Oilfield") aims to terminate its listing status. The effectiveness of this offer is contingent upon the registration company holding at least 35 million shares by 15:00 on the last trading day within the offer period, ensuring the acquirer will hold at least 85% of Liaohe Oilfield's total share capital, thus meeting the requirements of Article 158 of the Company Law regarding the termination of stock listing. If the conditions are not met, the offer will be void from the beginning, and the original registration will be invalidated, with the registration company automatically releasing the corresponding shares from temporary custody. The offer period lasts for 30 calendar days from the announcement date, specifically from November 15, 2005, to December 14, 2005. After the termination of Liaohe Oilfield's listing, shares not accepted in the offer will not be tradable on the Shenzhen Stock Exchange, significantly reducing their liquidity and trading convenience. Shareholders who do not accept the offer can still sell their shares to the acquirer at the offer price, which will be purchased by the acquirer or through a designated securities company. Once the offer is effective, the acquirer will announce the specific procedures and operational steps for further acquisitions before Liaohe Oilfield's listing termination.
1. Name of the Target Company, Listing Location, Stock Abbreviation, and Capital Structure
- Target Company Name: Liaohe Jinma Oilfield Co., Ltd.
- Stock Listing Location: Shenzhen Stock Exchange
- Stock Abbreviation: Liaohe Oilfield
- Stock Code: 000817
| Share Type | Number of Shares (10,000 shares) | Percentage (%) |
|---|---|---|
| State-owned Legal Person Shares | 90,000 | 81.82 |
| Circulating Shares | 20,000 | 18.18 |
| Total | 110,000 | 100.00 |
2. Acquirer Name, Address, and Contact Information
- Acquirer Name: China National Petroleum Corporation
- Legal Address: 16 Ande Road, Dongcheng District, Beijing
- Mailing Address: 16 Ande Road, Dongcheng District, Beijing
- Postal Code: 100011
- Contact Number: 010-84886148
3. 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 its listed subsidiaries and authorize the special committee of the board to handle related matters, and the resolution passed by the special committee of the board on October 28, 2005, the company has decided to make a comprehensive offer to acquire the circulating shares of Liaohe Oilfield.
4. Purpose of the Offer
The purpose of this offer is to terminate Liaohe Oilfield's listing status, aiming to resolve the competition issue between the acquirer and Liaohe Oilfield, and to reduce and further regulate the related transactions between the acquirer as the controlling shareholder and Liaohe Oilfield.
5. Relevant Information on the Offered Shares
| Share Type | Offer Price (RMB) | Number of Shares Offered | Percentage of Issued Shares |
|---|---|---|---|
| Circulating Shares | 8.80 | 20,000,000 | 18.18 |