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As Of Filer Filing For·On·As Docs:Size Issuer Agent 12/23/05 Petrochina Co Ltd SC 13E3/A 8:1.9M Jilin Chemical Industrial Co Ltd RR DONN… FundSuiteArc/FA |
Document/Exhibit Description Pages Size 1: SC 13E3/A Petrochina Sc 13E-3/A HTML 106K 2: EX-99.(C).1 EX-99.(C).1 Update on Potential Acquisition of HTML 170K the Minority Interests in Jilin Chemical 3: EX-99.(C).2 EX-99.(C).2 Project 517 - Preliminary Transaction HTML 19K & Valuation Considerations, Dated May 23, 2005 4: EX-99.(C).3 EX-99.(C).3 Project Chunhui, Dated June 23, 2005 HTML 285K 5: EX-99.(C).4 EX-99.(C).4 Data Book - Interim Update of Trading HTML 142K & Premium Information, Dated August 3, 2005 6: EX-99.(C).5 EX-99.(C).5 Updated Executive Timetable and Data HTML 225K Book, Dated October 14, 2005 7: EX-99.(C).6 EX-99.(C).6 Data Book, Dated October 25, 2005 HTML 88K 8: EX-99.(C).7 EX-99.(C).7 Data Book, Dated October 26, 2005 HTML 108K
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1 | 1st Page - Filing Submission | ||||
" | Transaction Considerations |
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1 | TRANSACTION CONSIDERATIONS |
4 | One of the basic requirements of CSRC in respect of this project is ensuring a 15% of public floating, which has never been waived by CSRC | |
4 | According to our understanding, CSRC does not allow the transaction to be split into two parts: A shares and H shares | |
4 | Potentially solicit CSRC for approving the adoption of Two-step Proposal; otherwise we will be required to acquire all A shares and H shares as a part of the same transaction |
• | Delisting requires at least 90% of acceptance level | ||
• | 75% of non-interested shareholders vote for delisting, and less than 10% of non-interested shareholders vote against delisting. HKSFC defines that non-interested shareholders should exclude A shareholders |
• | Acquire the remaining A shares and outstanding (already delisted at that time) H shares | ||
• | Necessary to confirm that P has the ability of voting for merger through absorption | ||
• |
• | Offer to A shares concurrently | ||
• | 15% of public floating |
• | Prudently plan with CSRC on the execution strategy of this proposal |
4 | This option will be taken if CSRC does not allow the adoption of Two-step Proposal | |
4 | Merger requires two-third of shareholders’ approval (P may abstain from voting) | |
4 | Delisting in HK requires 75% of H shareholders voting for and less than 10% of H shareholders voting against | |
4 | Unless P has been approved by CSRC for issuing A shares, P may need to provide cash consideration to A shareholders, which may trigger the tax imposition on US shareholders by US authorities |
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4 | Step A: |
• | Firstly discuss with CSRC on the feasibility of the Two-step Proposal. Pre-discussion for getting common view on some important issues | ||
• | Evaluate the risks and merits of this potential execution mode |
4 | Step B: |
• | Detailed evaluation on the One-step Merger by Absorption | ||
• | Evaluate the risks and merits of this potential execution mode |
2