SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2007
PETROCHINA COMPANY LIMITED
16 ANDELU, DONGCHENG DISTRICT
BEIJING, THE PEOPLE'S REPUBLIC OF CHINA, 100011
(Address of Principal Executive Offices)
(Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F
--- ---
(Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.)
Yes No X
--- ---
(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- _______)
PetroChina Company Limited (the "Registrant") is furnishing under the cover
of Form 6-K the Registrant's general mandate to issue shares and proposed
re-election and appointment of directors and supervisors.
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
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IF YOU ARE IN ANY DOUBT as to any aspect of this circular, you should consult
your stockbroker, bank manager, solicitor, professional accountant or other
professional adviser.
IF YOU HAVE SOLD OR TRANSFERRED all your Shares in PetroChina Company Limited,
you should at once hand this circular and the accompanying form of proxy to the
purchaser or to the bank, stockbroker, licensed securities dealer or other agent
through whom the sale was effected for delivery to the purchaser.
The Stock Exchange of Hong Kong Limited takes no responsibility for the contents
of this circular, makes no representation as to its accuracy or completeness and
expressly disclaims any liability whatsoever for any loss howsoever arising from
or in reliance upon the whole or any part of the contents of this circular.
(PETROCHINA COMPANY LIMITED LOGO)
(Chinese Characters)
PETROCHINA COMPANY LIMITED
(a joint stock limited company incorporated in the People's Republic of China
with limited liability)
(STOCK CODE: 857)
GENERAL MANDATE TO ISSUE SHARES AND
PROPOSED RE-ELECTION AND APPOINTMENT OF
DIRECTORS AND SUPERVISORS
IMPORTANT NOTICE: PLEASE NOTE THAT THE SOLE PURPOSE OF DISTRIBUTING THIS
CIRCULAR IS TO PROVIDE THE SHAREHOLDERS OF PETROCHINA COMPANY LIMITED WITH
INFORMATION REGARDING THE GENERAL MANDATE TO ISSUE SHARES AND PROPOSED
RE-ELECTION AND APPOINTMENT OF DIRECTORS AND SUPERVISORS, SO THAT THE
SHAREHOLDERS OF PETROCHINA COMPANY LIMITED MAY MAKE AN INFORMED DECISION ON
VOTING IN RESPECT OF THE RESOLUTIONS TO BE TABLED AT THE ANNUAL GENERAL MEETING.
A notice convening the annual general meeting to be held at Crowne Plaza Beijing
Park View Wuzhou Hotel, No. 8 North Si Huan Zhong Road, Chaoyang District,
Beijing, the People's Republic of China (Post Code 100101) on 16 May 2007 at 9
a.m. is set out on pages 9 to 13 of this circular. A form of proxy for use in
connection with the annual general meeting is enclosed herewith. Whether or not
you are able to attend the AGM, please complete and return the proxy form
accompanying this circular in accordance with the instructions printed thereon,
as soon as possible and in any event not less than 24 hours before the time
appointed for the holding of the AGM. Completion and return of the proxy form
will not preclude you from attending and voting in person at the meeting or any
adjourned meeting should you so wish.
30 March 2007
TABLE OF CONTENTS
Page
----
INTRODUCTION ............................................................ 3
GENERAL MANDATE TO ISSUE SHARES ......................................... 3
PROPOSED RE-ELECTION AND APPOINTMENT OF DIRECTORS AND SUPERVISORS ....... 4
DISPOSAL OF 70% INTEREST IN CHINA UNITED OIL ............................ 6
ANNUAL GENERAL MEETING .................................................. 7
RECOMMENDATIONS ......................................................... 7
PROCEDURES FOR DEMANDING A POLL ......................................... 8
NOTICE OF ANNUAL GENERAL MEETING ........................................ 9
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DEFINITIONS
In this circular, unless the context requires otherwise, the following
expressions have the following meanings:
"ADS(s)" the American Depository Share(s) issued by the
Bank of New York as the depository bank and
listed on the New York Stock Exchange, with
each of the ADS representing 100 H Shares
"AGM" the annual general meeting of the Company to be
held on 16 May 2007 at Crowne Plaza Beijing
Park View Wuzhou Hotel, No. 8 North Si Huan
Zhong Road, Chaoyang District, Beijing, the PRC
(Post Code 100101) at 9 a.m.
"AGM Notice" the notice of the AGM as set out on pages 9 to
13 of this circular
"Articles of Association" the articles of association of the Company
"Board" the board of Directors of the Company
"China United Oil" (Chinese Characters) (China National United Oil
Corporation*), a company incorporated under the
laws of the PRC, which is 70% owned by the
Company and 30% owned by Sinochem Corporation
(Chinese Characters)
"Company" (Chinese Characters) (PetroChina Company
Limited), a joint stock company limited by
shares incorporated in the PRC on 5 November
1999 under the PRC Company Law, the H Shares of
which are listed on the Stock Exchange with
ADSs listed on the New York Stock Exchange
"CNPC" (Chinese Characters) (China National Petroleum
Corporation), the controlling shareholder of
the Company
"Director(s)" the director(s) of the Company
"Disposal" the transaction contemplated under the Equity
Transfer Agreement
"Disposal Circular" the circular containing details of the
Disposal, the letter from the independent board
committee and the letter from the independent
financial adviser despatched by the Company on
even date together with this circular and the
AGM Notice
"Domestic Share(s)" the domestic shares issued by the Company to
domestic investors and denominated in Renminbi
"Equity Transfer Agreement" the equity interest transfer agreement dated 18
March 2007 entered into between the Company and
CNPC in relation to the disposal of 70% equity
interest in China United Oil, details of which
are set out in the Disposal Circular
"Group" the Company and its subsidiaries
"H Share(s)" the overseas-listed foreign share(s) in the
Company's share capital, with a nominal value
of RMB1.00 each, which are listed on the Stock
Exchange and subscribed for in Hong Kong
dollars, and which include the H Share(s) and
the underlying ADS(s)
"Hong Kong" the Hong Kong Special Administrative Region of
the PRC
"Independent Shareholder(s)" Shareholder(s) of the Company other than CNPC
and its associates, as defined under the
Listing Rules
"Latest Practicable Date" 27 March 2007, being the latest practicable
date for the inclusion of certain information
in this circular prior to its publication
"Listing Rules" the Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited
"PRC" the People's Republic of China excluding, for
the purposes of this circular, Hong Kong, the
Macau Special Administrative Region and Taiwan
"Relevant Period" the period as defined in resolution no. 12 of
the AGM Notice
DEFINITIONS
"RMB" Renminbi yuan, the lawful currency of the PRC
"Shareholder(s)" holder(s) of Shares of the Company
"Share(s)" shares of the Company, including the
State-owned Share(s) and the H Share(s)
"State-owned Shares(s)" ordinary share(s) of nominal value of RMB1.00
each in the share capital of the Company and
held by CNPC
"Stock Exchange" The Stock Exchange of Hong Kong Limited
"Supervisor(s)" the supervisor(s) of the Company
* for identification purpose only
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LETTER FROM THE CHAIRMAN
(PETROCHINA COMPANY LIMITED LOGO)
(Chinese Characters)
PETROCHINA COMPANY LIMITED
(a joint stock limited company incorporated in the People's Republic of China
with limited liability)
(STOCK CODE: 857)
BOARD OF DIRECTORS: LEGAL ADDRESS:
Chen Geng (Chairman) World Tower
Jiang Jiemin (Vice-chairman) 16 Andelu
Zheng Hu Dongcheng District
Zhou Jiping Beijing 100011
Duan Wende PRC
Wang Yilin
Zeng Yukang
Gong Huazhang
Jiang Fan
Chee-Chen Tung*
Liu Hongru*
Franco Bernabe*
* Independent non-executive Directors
To the Shareholders
30 March 2007
Dear Sirs
GENERAL MANDATE TO ISSUE SHARES AND
PROPOSED RE-ELECTION AND APPOINTMENT OF
DIRECTORS AND SUPERVISORS
INTRODUCTION
The purpose of this circular is to provide you with information regarding
the proposed general mandate to issue new Shares and re-election and appointment
of Directors and Supervisors in order to allow you to make an informed decision
on voting in respect of the resolutions to be proposed at the AGM.
GENERAL MANDATE TO ISSUE SHARES
At the annual general meeting of the Company held on 26 May 2006, a general
mandate was given to the Directors to issue shares. The general mandate will
lapse at the conclusion of the AGM unless renewed. Accordingly, in order to
ensure flexibility and to give discretion to the Directors in the event that it
becomes
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LETTER FROM THE CHAIRMAN
desirable to issue any shares, a special resolution will be proposed at the AGM
to renew the unconditional mandate to the Directors that during the Relevant
Period, to separately or concurrently, issue, allot and deal with additional
domestic shares and overseas listed foreign shares of the Company and to make or
grant offers, agreements or options in respect thereof, of not more than 20% of
each of its existing domestic shares and overseas listed foreign shares of the
Company in issue as at the date of the relevant resolution to be proposed and
passed at the AGM (the "GENERAL ISSUANCE MANDATE"). The Directors have no
present intention to issue any new Shares pursuant to the General Issuance
Mandate. Save for the existing general mandate, the Company did not obtain any
other special mandate to issue new Shares in the past 12 months.
The Company shall obtain the approval of the China Securities Regulatory
Commission for any issue of new shares under the General Issuance Mandate.
PROPOSED RE-ELECTION AND APPOINTMENT OF THE DIRECTORS AND SUPERVISORS
The Board currently comprises twelve Directors including the Chairman, the
Vice-chairman, one executive Director, six non-executive Directors and three
independent non-executive Directors, while the supervisory committee comprises
seven Supervisors, including two independent Supervisors.
In accordance with the Articles of Association, all Directors and
Supervisors will hold office for a term of three years, and being eligible, may
offer themselves for re-election.
Mr. Chen Geng, Chairman of the Board of the Company, has notified the Board
that due to his cessation to become the General Manager of CNPC in November
2006, he will retire from his office at the date of the AGM and will not seek
for re-election. Mr. Xu Fengli who is a Supervisor has notified the Company that
due to attaining retirement age, he will retire from his office at the date of
the AGM and will not seek for re-election. Each of Mr. Chen and Mr. Xu confirmed
that he has no disagreement with the Board and the Company and there is no other
matter in relation to their retirement that needs to be brought to the attention
of the Shareholders.
As the term of offices of Mr. Jiang Jiemin, Mr. Zhou Jiping and Mr. Duan
Wende as Directors and Mr. Sun Xianfeng as the Supervisor will expire on 17 May
2007, Mr. Jiang Jiemin, Mr. Zhou Jiping and Mr. Duan Wende have been nominated
as candidates for re-election as members of the Board, and Mr. Sun Xianfeng has
been nominated by the supervisory committee of the Company as candidate for
re-election as member of the supervisory committee of the Company.
As mentioned above, Mr. Xu Fengli will retire from his office and will not
seek for re-election. The supervisory committee of the Company has nominated Mr.
Zhang Jinzhu as candidate for election as a new Supervisor for the next term of
office commencing on the date of the AGM.
All the above five candidates will be re-elected and/or elected at the
forthcoming AGM by resolutions passed by the Shareholders attending the meeting
and holding more than half of the voting rights (including their proxies). The
new term of office of the elected Directors and the Supervisors will be for a
period of three years, which is proposed to commence on 16 May 2007 and will
expire on 15 May 2010.
Each of Mr. Jiang Jiemin, Mr. Zhou Jiping, Mr. Duan Wende, Mr. Sun Xianfeng
and Mr. Zhang Jinzhu does not have any service contract with the Company. The
Director's fee and the Supervisor's fees are fixed by the Board pursuant to the
authority granted by the Shareholders at the AGM by reference to the Director's
and Supervisor's duty, responsibilities and performance and the results of the
Group. The emoluments of Mr. Jiang Jiemin, Mr. Zhou Jiping, Mr. Duan Wende and
Mr. Sun Xianfeng for 2006 can be found in the annual report of the Company to be
desptached to the Shareholders on or before 30 April 2007 and the Company will
make disclosure of the Directors' and Supervisors' emoluments for 2007 in its
annual report for 2007 in accordance with the Listing Rules.
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LETTER FROM THE CHAIRMAN
The biographical details of Mr. Jiang Jiemin, Mr. Zhou Jiping, Mr. Duan
Wende, Mr. Sun Xianfeng and Mr. Zhang Jinzhu who will stand for re-election and
election at the AGM as required under Rule 13.51(2) of the Listing Rules are set
out below to enable the Shareholders to make an informed decision on their
re-election and/or election.
JIANG JIEMIN, aged 51, is the Vice Chairman and President of the Company
and the General Manager of CNPC. Mr. Jiang is a senior economist and has been
awarded with post-graduate qualification. Mr. Jiang has over 30 years of working
experience in China's oil and gas industry. He was made Deputy Director of the
Shengli Petroleum Administration Bureau in March 1993, Senior Executive of the
Qinghai Petroleum Administration Bureau in June 1994 and Director of Qinghai
Petroleum Administration Bureau in November 1994, Assistant to the General
Manager and Team Leader for the Restructuring and Listing Preparatory Team of
CNPC in February 1999, and a Director and Vice President of the Company from
November 1999 to June 2000. Mr. Jiang was appointed Deputy Provincial Governor
of Qinghai Province since June 2000, was made a member of the provincial party
committee of the Qinghai Province and Deputy Provincial Governor of Qinghai
since November 2000, and the deputy secretary of the provincial party committee
of Qinghai Province and Deputy Provincial Governor of Qinghai since June 2003.
Mr. Jiang became the Vice Chairman and President of the Company in May 2004 and
the General Manager of CNPC since November 2006.
ZHOU JIPING, aged 54, is a Director of the Company and a Deputy General
Manager of CNPC. Mr. Zhou is a senior engineer and holds a master's degree. He
has over 35 years of working experience in China's oil and gas industry. In
November 1996, he was Deputy Director of the International Exploration and
Development Co-operation Bureau of China National Petroleum Corporation and
Deputy General Manager of China National Oil & Gas Exploration and Development
Corporation. In December 1997, he was appointed General Manager of China
National Oil & Gas Exploration and Development Corporation and Deputy Director
of the International Exploration and Development Co-operation Bureau of China
National Petroleum Corporation. Since August 2001, he was the Assistant to the
General Manager of CNPC and General Manager of China National Oil & Gas
Exploration and Development Corporation. Since December 2003, Mr. Zhou has been
a Deputy General Manager of CNPC. Mr. Zhou was appointed a Director of the
Company in May 2004.
DUAN WENDE, aged 55, is a Director and Senior Vice President of the
Company. He is a senior engineer and has been awarded with post-graduate
qualification. He has over 35 years of working experience in China's
petrochemical industry. From April 1975 to May 1997, Mr. Duan was the Deputy
Factory Manager of Fushun Chemical Fibres Factory, the Commander of the Fushun
Ethylene Project Command Division, Deputy Factory Manager of the ethylene
factory, the Factory Manager of the acrylic fibres factory and the detergent
factory. He has been the Deputy Manager of Fushun Petrochemical Corporation
since May 1997. He has been the Manager of Fushun Petrochemical Corporation
since May 1999; he has been appointed as the General Manager of Fushun
Petrochemical Branch Company since October 1999. He has been Assistant to the
General Manager of CNPC since August 2001. He has been a Vice President of the
Company since March 2002. He was appointed as a Director of the Company since
May 2004. He has been appointed as a Senior Vice President of the Company since
November 2005.
SUN XIANFENG, aged 54, is a Supervisor of the Company and the Director of
the Audit Department and the Audit Services Centre of CNPC. Mr. Sun holds a
college degree. Mr. Sun worked as Deputy Director of the Supervisory Bureau of
China National Petroleum Corporation from November 1996, before being
transferred to the Eighth Office of the State Council Compliance Inspectors'
General Office (Supervisory Committee of Central Enterprises Working Commission)
as its temporary person-in-charge in June 1998. He has been the Deputy Director
of the Audit Department of CNPC from October 2000, and as the Director of the
Audit Services Centre since December 2000. He has been the Director of the Audit
Department of CNPC and the Director of the Audit Services Centre since April
2004. He has been a Supervisor of the Company since May 2004.
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LETTER FROM THE CHAIRMAN
ZHANG JINZHU, aged 58, is a senior accountant and has been the Head of the
Office of the Supervisory Committee of the Company since November 2005. Mr.
Zhang has been awarded with a bachelor's degree in Chinese language and
literature from Shandong Normal University, the PRC. Mr. Zhang had previously
worked as the Deputy Director General of Bureau of Finance and Equipment of The
Supreme Court of the People's Republic of China, Deputy Executive of the
Petroleum Economic and Information Research Institute of CNPC and Vice-President
of the Finance Department of the Company.
Each of Mr. Jiang Jiemin, Mr. Zhou Jiping, Mr. Duan Wende, Mr. Sun Xianfeng
and Mr. Zhang Jinzhu does not hold any directorship in other public listed
companies in Hong Kong in the past three years.
Each of Mr. Jiang Jiemin, Mr. Zhou Jiping, Mr. Duan Wende, Mr. Sun Xianfeng
and Mr. Zhang Jinzhu does not have any relationship with any other Directors,
Supervisors, senior management or substantial shareholders or controlling
shareholder of the Company. As at the Latest Practicable Date, each of them does
not have any interest in the Shares of the Company within the meaning of Part XV
of the Securities and Futures Ordinance.
In relation to the re-election of Mr. Jiang Jiemin, Mr. Zhou Jiping and Mr.
Duan Wende as the directors of the Company and Mr. Sun Xianfeng as the
supervisor of the Company and the election of Mr. Zhang Jinzhu as the supervisor
of the Company, there is no information to be disclosed pursuant to any of the
requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of
the Listing Rules nor are there any other matters that need to be brought to the
attention of the Shareholders.
DISPOSAL OF 70% INTEREST IN CHINA UNITED OIL
On 18 March 2007, the Board announced that the Company had entered into the
Equity Transfer Agreement with CNPC to dispose, subject to certain
pre-conditions as set out in the Equity Transfer Agreement, its entire equity
interest in China United Oil, representing 70% of the entire registered capital
of China United Oil.
CNPC is a connected person of the Company by virtue of it being a promoter
and controlling shareholder of the Company and accordingly, the Disposal
constitutes a connected transaction under the Listing Rules and is subject to
reporting, announcement and Independent Shareholders' approval requirements
under Chapter 14A of the Listing Rules. CNPC and its associates (as defined
under the Listing Rules) will be required to abstain from voting in respect of
the resolution approving the Disposal. Details of the Disposal, the letter of
advice from the independent financial adviser to the independent board committee
of the Company established for the purpose of reviewing and advising the
Independent Shareholders on the Disposal and the Independent Shareholders in
relation to the Disposal and the recommendation and opinion of the independent
board committee after taking into consideration of the letter from the
independent financial adviser will be set out in the Disposal Circular to be
despatched to the Shareholders together with this circular.
A resolution will be proposed at the AGM to approve the Disposal.
ANNUAL GENERAL MEETING
An AGM will be held at Crowne Plaza Beijing Park View Wuzhou Hotel, No. 8
North Si Huan Zhong Road, Chaoyang District, Beijing, the PRC on 16 May 2007 at
9 a.m. to approve, among other things, the general mandate to issue shares by
way of special resolution, the proposed re-election of Directors and Supervisor
and election of Supervisor by ordinary resolutions and the Disposal by way of
ordinary resolution. A form of proxy and the reply slip for use at the AGM are
enclosed with this circular.
The AGM Notice is set out in pages 9 to 13 of this circular.
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LETTER FROM THE CHAIRMAN
Whether or not you are able to attend the AGM, please complete the form of
proxy and return the same in accordance with the instructions printed thereon.
To be valid, for holders of State-owned Shares, this form of proxy, together
with the notarised power of attorney or other document of authorisation (if
any), must be delivered to the Secretariat of the Board of Directors of the
Company at Room 1521, World Tower, 16 Andelu, Dongcheng District, Beijing, PRC
(Postal code: 100011) not less than 24 hours before the time appointed for the
AGM. In order to be valid, for holders of H Shares, the above documents must be
delivered to Hong Kong Registrars Limited, 46/F Hopewell Centre, 183 Queen's
Road East, Hong Kong within the same period.
Holders of Domestic Shares and H Shares whose names appear on the register
of members of the Company before 4:00 p.m. on 13 April 2007 (Friday) are
entitled to attend the AGM. The register of members of the Company will be
closed from 16 April 2007 to 16 May 2007 (both days inclusive), during which
period no share transfer will be registered.
The Articles of Association provides that Shareholders who intend to attend
the AGM shall lodge a written reply to the Company 20 days before the date of
the AGM (the "Reply Date"). In case the written replies received by the Company
from the Shareholders indicating their intention to attend the AGM represent
less than one half of the total number of voting shares, the Company shall
within five days from the Reply Date inform the Shareholders of the proposed
matters for consideration at the AGM and the date and venue of the AGM by way of
a formal announcement. The AGM may be convened after the publication of such
announcement.
You are urged to complete and return the form of proxy and reply slip
whether or not you intend to attend the AGM. Completion and return of the form
of proxy will not preclude you from attending and voting at the AGM (or any
subsequent meetings following the adjournments thereof) should you wish to do
so.
RECOMMENDATIONS
The Directors believe the General Issuance Mandate and the re-election of
Mr. Jiang Jiemin, Mr. Zhou Jiping, Mr. Duan Wende and Mr. Sun Xianfeng and the
election of Mr. Zhang Jinzhu are in the best interests of the Company as well as
its Shareholders. Accordingly, the Directors recommend that all Shareholders to
vote in favour of the relevant resolutions set out in the AGM Notice.
The recommendation on the Disposal by the Directors is set out in the
Disposal Circular.
PROCEDURES FOR DEMANDING A POLL
In accordance with the Articles of Association, the vote of a general
meeting of the Company shall be taken on a show of hands unless a request for a
voting by poll is made by the following person(s) before or after a voting by a
show of hands:
(1) the chairman of the meeting;
(2) at least two Shareholders with voting rights or their proxies;
(3) a Shareholder or Shareholders (including his or their proxies) who
solely or jointly hold(s) 10% or more of the Shares with rights to
vote at the meeting.
Unless a request for a voting by poll has been made, the chairman of the
meeting shall, based on the results of the voting by a show of hands, announce
the results of voting on a resolution and enter the same in
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LETTER FROM THE CHAIRMAN
the minutes of the meeting.
In accordance with Rule 13.39(4) of the Listing Rules, the chairman of the
AGM will demand a poll in relation to the ordinary resolution for approving the
Disposal.
Yours faithfully,
By order of the Board
PETROCHINA COMPANY LIMITED
CHEN GENG
Chairman
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(PETROCHINA COMPANY LIMITED LOGO)
(Chinese Characters)
PETROCHINA COMPANY LIMITED
(a joint stock limited company incorporated in the People's Republic of China
with limited liability)
(STOCK CODE: 857)
NOTICE OF ANNUAL GENERAL MEETING FOR THE YEAR 2006
NOTICE IS HEREBY GIVEN that an Annual General Meeting of PetroChina Company
Limited (the "Company") for the year 2006 will be held at 9 a.m. on 16 May 2007
at Crowne Plaza Beijing Park View Wuzhou Hotel, No. 8 North Si Huan Zhong Road,
Chaoyang District, Beijing, the People's Republic of China (Post Code 100101) to
consider, approve and authorise the following matters:
1. To consider and approve the Report of the Board of the Company for the year
2006;
2. To consider and approve the Report of the Supervisory Committee of the
Company for the year 2006;
3. To consider and approve the Audited Financial Statements of the Company for
the year 2006;
4. To consider and approve the declaration and payment of the final dividends
for the year ended 31 December 2006 in the amount and in the manner
recommended by the Board;
5. To consider and approve the authorisation of the Board to determine the
distribution of interim dividends for the year 2007;
6. To consider and approve the continuation of appointment of
PricewaterhouseCoopers, Certified Public Accountants, as the international
auditors of the Company and PricewaterhouseCoopers Zhong Tian CPAs Company
Limited, Certified Public Accountants, as the domestic auditors of the
Company, for the year 2007 and to authorise the Board of Directors to fix
their remuneration;
7. To consider and approve the re-election of Mr. Jiang Jiemin as Director of
the Company;
8. To consider and approve the re-election of Mr. Zhou Jiping as Director of
the Company;
9. To consider and approve the re-election of Mr. Duan Wende as Director of
the Company;
10. To consider and approve the re-election of Mr. Sun Xianfeng as Supervisor
of the Company;
11. To consider and approve the election of Mr. Zhang Jinzhu as Supervisor of
the Company;
12. To consider and, if thought fit, to pass the following as special
resolution:
"THAT:
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(a) The Board of Directors be and is hereby authorised to make such
amendments to the Articles of Association of the Company as it thinks
fit so as to increase the registered share capital of the Company and
reflect the new capital structure of the Company upon the allotment
and issuance of shares of the Company as contemplated in subparagraph
(b) of this Resolution;
(b) The Board of Directors be and is hereby granted, during the Relevant
Period, an unconditional general mandate to separately or concurrently
issue, allot and deal with additional domestic shares and overseas
listed foreign shares of the Company, and to make or grant offers,
agreements or options in respect thereof, subject to the following
conditions:
(i) such mandate shall not extend beyond the Relevant Period save
that the Board of Directors may during the Relevant Period make
or grant offers, agreements or options which might require the
exercise of such powers after the end of the Relevant Period;
(ii) the number of the domestic shares and overseas listed foreign
shares issued and allotted or agreed conditionally or
unconditionally to be issued and allotted (whether pursuant to an
option or otherwise) by the Board of Directors otherwise than
pursuant to (x) a Rights Issue, or (y) any option scheme or
similar arrangement adopted by the Company from time to time for
the grant or issue to officers and/or employees of the Company
and/or any of its subsidiaries of shares or rights to acquire
shares of the Company, shall not exceed 20% of each of its
existing the domestic shares and overseas listed foreign shares
of the Company in issue as at the date of this Resolution; and
(iii) the Board of Directors will only exercise its power under such
mandate in accordance with the Company Law of the PRC and the
Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited (as amended from time to time) and only if
all necessary approvals from the China Securities Regulatory
Commission and/or other relevant PRC government authorities are
obtained;
(c) For the purposes of this Resolution:
"Relevant Period" means the period from the passing of this Resolution
until the earliest of:
- the conclusion of the next annual general meeting of the Company
following the passing of this Resolution; or
- the expiration of the 12-month period following the passing of
this Resolution; or
- the date on which the authority set out in this Resolution is
revoked or varied by a special resolution of the shareholders of
the Company in a general meeting; and
"Rights Issue" means the allotment or issue of shares in the Company
or other securities which would or might require shares to be allotted
and issued pursuant to an offer made to all the shareholders of the
Company (excluding for such purpose any shareholder who is resident in
a place where such offer is not permitted under the law of that place)
and, where appropriate, the holder of other equity securities of the
Company entitled to such offer, pro rata (apart from fractional
entitlements) to their existing holdings of shares or such other
equity securities;
(d) Contingent on the Board of Directors resolving to issue shares
pursuant to subparagraph (b) of this Resolution, the Board of
Directors be and is hereby authorised to approve, execute and do or
procure to be executed and done, all such documents, deeds and things
as it may consider necessary in connection with the issue of such
shares (including, without limitation, determining
-10-
the size of the issue, the issue price, the use of proceeds from the
issue, the target of the issue and the place and time of the issue,
making all necessary applications to the relevant authorities,
entering into an underwriting agreement (or any other agreements), and
making all necessary filings and registrations with the relevant PRC,
Hong Kong and other authorities, including but not limited to
registering the increased registered capital of the Company with the
relevant authorities in the PRC in accordance with the actual increase
of capital as a result of the issuance of shares pursuant to
subparagraph (b) of this Resolution);
(e) For the purpose of issuance of shares in accordance with this
Resolution, the Board of Directors be and is hereby authorised to
establish a special committee of the Board or a special execution
committee of the Board and to authorise such committee to execute
Board resolutions and sign on behalf of the Board all relevant
documents".
13. To consider and, if thought fit, to pass the following as ordinary
resolution:
" THAT the equity interest transfer agreement dated 18 March 2007 in
relation to the connected transaction arising as a result of the disposal
of a 70% equity interest in China National United Oil Corporation by
PetroChina Company Limited to China National Petroleum Corporation (the
"DISPOSAL"), as set out in the circular of PetroChina Company Limited dated
30 March 2007 and the transactions contemplated thereunder be and is hereby
generally and unconditionally approved."
14. To consider and approve other matters, if any.
By Order of the Board
PETROCHINA COMPANY LIMITED
LI HUAIQI
Secretary to the Board
30 March 2007
-11-
Notes:
1. Important: You should first review the annual report of the Company for the
year 2006 before appointing a proxy. The annual report for the year 2006
will include the Report of the Directors for the year 2006, the Report of
the Supervisory Committee for the year 2006 and the Audited Financial
Statements for the year 2006 for review by the shareholders of the Company
(the "Shareholders"). The annual report for the year 2006 is expected to be
despatched to Shareholders on or before 30 April 2007 to the addresses as
shown in the register of members of the Company.
2. The register of members of the Company will be closed from Monday, 16 April
2007 to Wednesday, 16 May 2007 (both days inclusive), during which time no
share transfers will be effected. Holders of the Company's H shares and
State-owned shares whose names appear on the register of members of the
Company at 4:00 p.m. on Friday, 13 April 2007 are entitled to attend and
vote in respect of all resolutions to be proposed at the annual general
meeting, save and except for Resolution No. 13. where CNPC and its
associates (as defined under the Listing Rules) are required to abstain
from voting on such resolution.
The address of the share registrar of the Company's H shares is:
Hong Kong Registrars Limited
Rooms 1712-1716,
17/F Hopewell Centre,
183 Queen's Road East,
Hong Kong
3. Each Shareholder entitled to attend and vote at the annual general meeting
may appoint one or more proxies to attend and vote on his behalf at this
annual general meeting. A proxy need not be a Shareholder. Each Shareholder
who wishes to appoint one or more proxies should first review the annual
report of the Company for the year 2006, which is expected to be despatched
to the Shareholders on or before 30 April 2007.
4. A proxy of a Shareholder who has appointed more than one proxy may only
vote on a poll.
5. The instrument appointing a proxy must be in writing under the hand of the
appointer or his attorney duly authorised in writing, or if the appointer
is a legal person, either under seal or under the hand of a director or a
duly authorised attorney. If that instrument is signed by an attorney of
the appointer, the power of attorney authorising that attorney to sign or
other document of authorisation must be notarised. To be valid, for holders
of State-owned shares, the notarised power of attorney or other document of
authorisation, and the form of proxy must be delivered to the Secretariat
of the Board of Directors of the Company not less than 24 hours before the
time appointed for the holding of the annual general meeting. In order to
be valid, for holders of H shares, the above documents must be delivered to
Hong Kong Registrars Limited (Address: 46/F, Hopewell Centre, 183 Queen's
Road East, Hong Kong) within the same period.
6. Shareholders who intend to attend this annual general meeting in person or
by proxy should return the reply slip accompanying each notice of annual
general meeting to the Secretariat of the Board of Directors on or before
Wednesday, 25 April 2007 by hand, by post or by fax.
7. This annual general meeting is expected to last for half a day.
Shareholders (in person or by proxy) attending this annual general meeting
are responsible for their own
-12-
transportation and accommodation expenses.
8. The address of the Secretariat of the Board of Directors is as follows:
Room 1521, World Tower
16 Andelu, Dongcheng District,
Beijing, PRC
Postal code: 100011
Contact person: Li Huaiqi
Tel: (8610) 8488 6270
Fax: (8610) 8488 6260
9. As at the date of this notice, the Board comprises Mr. Chen Geng as the
Chairman; Mr. Jiang Jiemin as the Vice Chairman; Mr. Duan Wende as
executive Director; Mr. Zheng Hu, Mr. Zhou Jiping, Mr. Wang Yilin, Mr. Zeng
Yukang, Mr. Gong Huazhang and Mr. Jiang Fan as non-executive Directors; and
Mr. Chee-Chen Tung, Mr. Liu Hongru and Mr. Franco Bernabe as independent
non-executive Directors.
-13-
(PETROCHINA COMPANY LIMITED LOGO)
(Chinese Characters)
PETROCHINA COMPANY LIMITED
(a joint stock limited company incorporated in the People's Republic of China
with limited liability)
(Stock Code: 857)
FORM OF PROXY FOR THE ANNUAL GENERAL MEETING
TO BE HELD ON WEDNESDAY, 16 MAY 2007(1)
Number of shares to which this Proxy relates(2) ______________
Type of shares (State-owned shares or H shares)
to which this Proxy relates(2) ______________
I/We(3) _____________________________________________________________________ of
________________________________________________________________________________
(address as shown in the register of members) being shareholder(s) of PETROCHINA
COMPANY LIMITED (the "Company") hereby appoint the Chairman of the Meeting or(4)
__________________________________________ of _________________________________
as my/our proxy to attend, act and vote for me/us and on my/our behalf at the
Annual General Meeting of the Company to be held at Crowne Plaza Beijing Park
View Wuzhou Hotel, No. 8 North Si Huan Zhong Road, Chaoyang District, Beijing,
the People's Republic of China (Post Code 100101) on Wednesday, 16 May 2007 at 9
a.m. and at any adjournment thereof as hereunder indicated in respect of the
resolutions set out in the Notice of Annual General Meeting, and, if no such
indication is given, as my/our proxy thinks fit.
RESOLUTIONS FOR(5) AGAINST(5) ABSTAIN(5)
----------- ------ ---------- ----------
1. To consider and approve the Report of the Board of Directors of the Company
for the year 2006.
2. To consider and approve the Report of the Supervisory Committee of the
Company for the year 2006.
3. To consider and approve the Audited Financial Statements of the Company for
the year 2006.
4. To consider and approve the declaration and payment of the final dividends
for the year ended 31 December 2006 in the amount and in the manner
recommended by the Board of Directors.
5. To consider and approve the authorisation of the Board of Directors to
determine the distribution of interim dividends for the year 2007.
6. To consider and approve the continuation of appointment of
PricewaterhouseCoopers, Certified Public Accountants, as the international
auditors of the Company and PricewaterhouseCoopers Zhong Tian CPAs Company
Limited, Certified Public Accountants, as the domestic auditors of the
Company, for the year 2007 and to authorise the Board of Directors to fix
their remuneration.
7. To consider and approve the re-election of Mr. Jiang Jiemin as Director of
the Company.
8. To consider and approve the re-election of Mr. Zhou Jiping as Director of
the Company.
9. To consider and approve the re-election of Mr. Duan Wende as Director of
the Company.
10. To consider and approve the re-election of Mr. Sun Xianfeng as Supervisor
of the Company.
11. To consider and approve the election of Mr. Zhang Jinzhu as Supervisor of
the Company.
12. To consider and approve, by way of special resolution, to grant a general
mandate to the Board of Directors to separately or concurrently issue,
allot and deal with additional domestic shares and overseas listed foreign
shares in the Company not exceeding 20% of each of its existing domestic
shares and overseas listed foreign shares of the Company in issue.
13. To consider and approve the equity interest transfer agreement dated 18
March 2007 and the transactions contemplated thereunder.
14. To consider and approve other matters, if any.
Date 2007 Signature(s)(6)
----------------------- ----------------------------
Notes:
1. IMPORTANT: YOU SHOULD FIRST REVIEW THE ANNUAL REPORT OF THE COMPANY FOR THE
YEAR 2006, WHICH IS EXPECTED TO BE DESPATCHED TO SHAREHOLDERS ON OR BEFORE
30 APRIL 2007, BEFORE APPOINTING THE PROXY. THE ANNUAL REPORT FOR THE YEAR
2006 WILL INCLUDE THE REPORT OF THE DIRECTORS FOR THE YEAR 2006, THE REPORT
OF THE SUPERVISORY COMMITTEE FOR THE YEAR 2006 AND THE AUDITED FINANCIAL
STATEMENTS OF THE COMPANY FOR THE YEAR 2006 FOR REVIEW BY THE SHAREHOLDERS.
2. Please insert the number of shares registered in your name(s) to which this
form of proxy relates. If no number is inserted, this form of proxy will be
deemed to relate to all the shares in the Company registered in your
name(s). Please also insert the type of shares (State-owned shares or H
shares) to which this form of proxy relates.
3. Please insert the full name(s) (in Chinese or in English) and address(es)
(as shown in the register of members) in block letters.
4. If any proxy other than the Chairman of the Meeting is preferred, delete
the words "the Chairman of the Meeting or" and insert the name and address
of the proxy desired in the space provided. A shareholder may appoint one
or more proxies to attend and vote in his stead. A proxy need not be a
shareholder of the Company. A proxy of a shareholder who has appointed more
than one proxy may only vote on a poll. ANY ALTERATION MADE TO THIS FORM OF
PROXY MUST BE DULY INITIALLED BY THE PERSON WHO SIGNS IT.
5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK IN THE BOX
MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK IN
THE BOX MARKED "AGAINST". If you wish to abstain from voting on any
resolution, tick in the box marked: "ABSTAIN". Any abstain vote or waiver
to vote shall be disregarded as voting rights for the purpose of
calculating the result of that resolution. If you do not indicate how you
wish your proxy to vote, your proxy will be entitled to exercise his
discretion. Unless you have indicated otherwise in this form of proxy, your
proxy will also be entitled to vote at his discretion on any resolution
properly put to the Meeting other than those referred to in the Notice
convening the Meeting.
6. This form of proxy must be signed by you or your attorney duly authorised
in writing or, in the case of a legal person, must either be executed under
seal or under the hand of a director or an attorney duly authorised to sign
the same. If this form of proxy is signed by an attorney of the appointor,
the power of attorney authorising that attorney to sign, or other document
of authorisation, must be notarised.
7. Where there are joint holders of any shares, any one of such persons may
vote at the Meeting, either personally or by proxy, in respect of such
shares as if he were solely entitled thereto. However, if more than one of
such joint holders is present at the Meeting, either personally or by
proxy, then one of the said persons so present whose name stands first in
the register of members in respect of such shares shall alone be entitled
to vote in respect thereof.
8. To be valid, for holders of State-owned shares, this form of proxy,
together with the notarised power of attorney or other document of
authorisation (if any), must be delivered to the Secretariat of the Board
of Directors of the Company at Room 1521, World Tower, 16 Andelu, Dongcheng
District, Beijing, PRC (Postal code 100011) not less than 24 hours before
the time appointed for the Meeting. In order to be valid, for holders of H
shares, the above documents must be delivered to Hong Kong Registrars
Limited, 46/F, Hopewell Centre, 183 Queen's Road East, Hong Kong within the
same period
(PETROCHINA COMPANY LIMITED LOGO)
(Chinese Characters)
PETROCHINA COMPANY LIMITED
(a joint stock limited company incorporated in the People's Republic of China
with limited liability)
(STOCK CODE: 857)
REPLY SLIP
To: PetroChina Company Limited (the "Company")
I/We(1) _____________________________ (English name): __________________________
of ______________________________________________________________ (address as
shown in the register of members) (telephone number(s)(2): ____________________)
being the registered holder(s) of(3) ___________________________________________
State-owned/H(4) share(s) of RMB1.00 each in the capital of the Company, hereby
inform the Company that I/we intend to attend (in person or by proxy) the Annual
General Meeting of the Company to be held at Crowne Plaza Beijing Park View
Wuzhou Hotel, No. 8 North Si Huan Zhong Road, Chaoyang District, Beijing, the
People's Republic of China (Post Code 100101) on 16 May 2007 at 9 a.m.
Date: ____________________ 2007
Signature(s):
---------------------------
Notes:
(1) Please insert full name(s) (in Chinese or in English) and address(es) (as
shown in the register of members) in block letters.
(2) Please insert telephone number(s) at which you can be contacted for
confirmation purpose.
(3) Please insert the number of shares registered under your name(s).
(4) Please delete as appropriate.
(5) The completed and signed reply slip should be delivered to the Secretariat
of the Board of Directors of the Company at Room 1521, World Tower, 16
Andelu, Dongcheng District, Beijing, PRC (Postal code 100011) on or before
Wednesday, 25 April 2007 personally, by mail or by fax (fax number: (8610)
8488 6260).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
PetroChina Company Limited
Dated: April 2, 2007 By: /s/ Li Huaiqi
------------------------------------
Name: Li Huaiqi
Title: Company Secretary