UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
(AMENDMENT NO. 1)
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 Schedule 13E-3/A (Amendment NO. 1) 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 December
9, 2005.
(b) Please see Item 2(b) of Schedule 13E-3/A (Amendment NO. 1) filed by
PetroChina and Jilin with the SEC on December 9, 2005.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON
(a) Please see Item 2(a) of Schedule 13E-3/A (Amendment NO. 1) filed by
PetroChina and Jilin with the SEC on December 9, 2005.
(d) Please see Item 2(d) of Schedule 13E-3/A (Amendment NO. 1) filed by
PetroChina and Jilin with the SEC on December 9, 2005.
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 Amended and Restated Composite Offer
and Response Document Relating to the H Share Offer Class Meeting of the
Jilin H Shareholders (the "Composite Document"), filed as Exhibit (a)(1) to
the Schedule 13E-3/A (Amendment NO. 1) filed by PetroChina and Jilin with
the SEC on December 9, 2005, 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", "SPECIAL FACTORS REGARDING THE H
SHARE OFFER--Report of the Independent Financial Adviser to the Jilin
Independent Board Committee", "LETTER FROM THE JILIN BOARD" and "LETTER
FROM PLATINUM" 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",
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"SPECIAL FACTORS REGARDING THE H SHARE OFFER--Report of the Independent
Financial Adviser to the Jilin Independent Board Committee", "LETTER FROM
THE JILIN BOARD" and "LETTER FROM PLATINUM" in the Composite Document.
(c) Please see the information set forth under the caption "GENERAL
INFORMATION RELATING TO JILIN--Disclosure of Interests" in Appendix VI to
the Composite Document.
ITEM 5. PERSON/ASSETS, RETAINED, EMPOLOYED, COMPENSATED OR USED.
(a) Please see Item 14(a) of Schedule 13E-3/A (Amendment NO. 1) filed by
PetroChina and Jilin with the SEC on December 9, 2005.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(b) Please see Item 11(b) of Schedule 13E-3/A (Amendment NO. 1) filed by
PetroChina and Jilin with the SEC on December 9, 2005.
ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(d)(1) None.
(d)(2) Please see the information set forth under the captions "SPECIAL FACTORS
REGARDING THE H SHARE OFFER--Recommendation of the Jilin Board of
Directors" and "LETTER FROM THE JILIN INDEPENDENT BOARD COMMITTEE."
ITEM 8. ADDITIONAL INFORMATION.
(b) Please see Item 15(b) of Schedule 13E-3/A (Amendment NO. 1) filed by
Petrochina and Jilin with the SEC on December 9, 2005.
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ITEM 9. EXHIBITS.
<Table>
<Caption>
Number Description
(a)(1) Please see Item 16(a)(1) of Schedule 13E-3/A (Amendment NO. 1) filed by PetroChina and Jilin with the SEC on
December 9, 2005.
(a)(7),(9),(11) Please see Items 16(a)(7), 16(a)(9) and 16(a)(11) of 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: December 9, 2005
JILIN CHEMICAL INDUSTRIAL COMPANY LIMITED
By: /s/ ZHANG XINGFU
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Name: ZHANG XINGFU
Title: EXECUTIVE DIRECTOR AND GENERAL
MANAGER
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