UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement under Section 14(d)(4)
of the Securities Exchange Act of 1934
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JILIN CHEMICAL INDUSTRIAL COMPANY LIMITED
(NAME OF SUBJECT COMPANY TRANSLATED INTO ENGLISH)
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JILIN CHEMICAL INDUSTRIAL COMPANY LIMITED
(NAME OF PERSON FILING STATEMENT)
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American Depositary Shares
Class H Ordinary Shares, Par Value RMB 1.00 Per Share
(TITLE OF CLASS OF SECURITIES)
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477418107
(CUSIP NUMBER OF CLASS OF SECURITIES)
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Zhang Li Yan
No. 9, Longtan Street
Longtan District
Jilin City, Jilin Province
The People's Republic of China
(+86-432) 390-3651
with a copy to:
Chun Wei, Esq.
Sullivan & Cromwell LLP
28th Floor
Nine Queen's Road Central
Hong Kong
(+852) 2826-8688
(NAME, ADDRESS, AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE
PERSON FILING STATEMENT)
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[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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ITEM 1. SUBJECT COMPANY INFORMATION
(a) Please see Item 2(a) of the Schedule 13E-3 filed with the Securities and
Exchange Commission (the "SEC") by PetroChina Company Limited, a joint
stock limited company incorporated in the People's Republic of China
with limited liability ("PetroChina"), and Jilin Chemical Industrial
Company Limited, a joint stock limited company incorporated in the
People's Republic of China with limited liability ("Jilin"), on November
16, 2005.
(b) Please see Item 2(b) of the Schedule 13E-3 filed by PetroChina and Jilin
with the SEC on November 16, 2005.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON
(a) Please see Item 3(a) of the Schedule 13E-3 filed by PetroChina and Jilin
with the SEC on November 16, 2005.
(d) Please see the information set forth under the caption "GENERAL
INFORMATION RELATING TO CNPC AND PETROCHINA--Information about
PetroChina", "SUMMARY OF TERMS" and "QUESTIONS AND ANSWERS ABOUT THE H
SHARE OFFER" in the Composite Offer and Response Document Relating to
the H Share Offer Special Class Meeting of the Jilin H Shareholders,
filed as Exhibit (a)(1) to the Schedule 13E-3 filed by PetroChina and
Jilin with the SEC on November 16, 2005, (the "Composite Document").
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(d) Please see the information set forth under the caption "SPECIAL FACTORS
REGARDING THE H SHARE OFFER--Background of the H Share Offer", "LETTER
FROM THE JILIN BOARD--Introduction" in the Composite Document and
"GENERAL INFORMATION RELATING TO JILIN--Disclosure of Interests" in
Appendix VI of the Composite Document.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
(a) Please see the information set forth under the caption "SPECIAL FACTORS
REGARDING THE H SHARE OFFER--Recommendation of the Jilin Board of
Directors", "SPECIAL FACTORS REGARDING THE H SHARE OFFER--Recommendation
of the Jilin Independent Board Committee", "LETTER FROM THE JILIN BOARD"
and "LETTER FROM THE INDEPENDENT BOARD COMMITTEE" in the Composite
Document.
(b) Please see the information set forth under the caption "SPECIAL FACTORS
REGARDING THE H SHARE OFFER--Recommendation of the Jilin Board of
Directors", "SPECIAL FACTORS REGARDING THE H SHARE OFFER--Recommendation
of the Jilin Independent Board Committee", "SPECIAL FACTORS REGARDING
THE H SHARE OFFER--Report of the Independent
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Financial Adviser to the Jilin Independent Board Committee", "LETTER
FROM THE JILIN BOARD", "LETTER FROM THE INDEPENDENT BOARD COMMITTEE" and
"LETTER FROM PLATINUM" in the Composite Document.
(c) Please see the information set forth under the caption "GENERAL
INFORMATION RELATING TO CNPC AND PETROCHINA--Interests in the Jilin
Shares" in Appendix V to the Composite Document and "GENERAL INFORMATION
RELATING TO JILIN--Disclosure of Interests" in Appendix VI to the
Composite Document.
ITEM 5. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) Please see Item 14(a) of the Schedule 13E-3 filed by PetroChina and
Jilin with the SEC on November 16, 2005.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(b) Please see Item 11(b) of the Schedule 13E-3 filed by PetroChina and
Jilin with the SEC on November 16, 2005.
ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(d)(1) None.
(d)(2) Please see the information set forth under the caption "SPECIAL FACTORS
REGARDING THE H SHARE OFFER--Recommendation of the Jilin Board of
Directors" and "LETTER FROM THE JILIN INDEPENDENT BOARD COMMITTEE" to
the Composite Document.
ITEM 8. ADDITIONAL INFORMATION.
(b) None.
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ITEM 9. EXHIBITS.
<Table>
<Caption>
Number Description
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(a) Please see Items 16(a)(1), 16(a)(7), 16(a)(8), 16(a)(9) and 16(a)(10) of the Schedule 13E-3 filed by PetroChina
and Jilin with the SEC on November 16, 2005.
(e) None.
(g) None.
</Table>
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Dated: November 16, 2005
JILIN CHEMICAL INDUSTRIAL COMPANY LIMITED
By: /s/ Yu Li
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Name: Yu Li
Title: Chairman
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