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 May 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
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(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- )
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PetroChina Company Limited (the "Registrant") is furnishing under the cover
of Form 6-K the Registrant's announcement with respect to its resolutions passed
at the Annual General Meeting for the year 2006 and payment of the final
dividend.
The Stock Exchange of Hong Kong Limited takes no responsibility for the contents
of this announcement, 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
announcement.
(PETROCHINA COMPANY LIMITED COMPANY LOGO)
(CHINESE CHARACTER)
PETROCHINA COMPANY LIMITED
(a joint stock limited company incorporated in
the People's Republic of China with limited liability)
(STOCK CODE: 857)
RESOLUTIONS PASSED AT THE ANNUAL GENERAL MEETING FOR THE YEAR 2006 AND
PAYMENT OF THE FINAL DIVIDEND
The Board of Directors announces that the Annual General Meeting was held in
Beijing on 16 May 2007 and the resolutions as set out below were duly passed.
The Board of Directors also wishes to notify shareholders of the details
relating to the payment of the final dividend.
RESOLUTIONS PASSED AT THE ANNUAL GENERAL MEETING ("AGM")
Reference is made to the notice of annual general meeting and the circulars (the
"Circulars") of PetroChina Company Limited (the "Company") in relation to, among
other things, the general mandate to issue shares and the connected transaction
arising as a result of the disposal of 70% equity interest in China United Oil,
all dated 30 March 2007. Unless otherwise defined herein, terms used in this
announcement shall have the same meanings as defined in the Circulars.
The board of directors (the "Board of Directors") of the Company is pleased to
announce that the AGM of the Company for the year 2006 was 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 ("PRC"), on 16 May 2007.
The AGM was validly convened in compliance with the requirements of the Company
Law of the PRC and the articles of association of the Company.
At the AGM, the following resolutions were considered and approved by way of
poll, and the poll results of the votes are as follows:
NUMBER OF VOTES CAST AND PERCENTAGE
OF TOTAL NUMBER OF VOTES CAST
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PASSING
RESOLUTIONS FOR AGAINST RATE
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1. Approve the Report of the Board of Directors of the ............... 166,666,552,122 5,086,000 99.997%
Company for the year 2006
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2. Approve the Report of the Supervisory Committee of the ............ 166,665,871,522 5,586,600 99.997%
Company for the year 2006
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3. Approve the Audited Financial Statements of the ................... 166,669,724,422 4,417,700 99.997%
Company for the year 2006
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1
NUMBER OF VOTES CAST AND PERCENTAGE
OF TOTAL NUMBER OF VOTES CAST
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PASSING
RESOLUTIONS FOR AGAINST RATE
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4. Approve the declaration and payment of a final dividend ........... 167,193,665,222 3,436,900 99.998%
for the year ended 31 December 2006 in the amount and in
the manner recommended by the Board of Directors
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5. Approve the authorisation of the Board of Directors to ............ 167,192,092,422 5,009,700 99.997%
determine the distribution of interim dividend for the
year 2007
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6. Approve the continuation of appointment of ........................ 167,191,311,010 5,395,100 99.997%
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
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7. Approve the re-election of Mr. Jiang Jiemin as a Director ......... 167,036,982,392 160,119,730 99.904%
of the Company
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8. Approve the re-election of Mr. Zhou Jiping as a Director .......... 167,066,098,242 131,003,880 99.922%
of the Company
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9. Approve the re-election of Mr. Duan Wende as a Director of ........ 167,032,963,192 119,323,080 99.929%
the Company
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10. Approve the re-election of Mr. Sun Xianfeng as a .................. 166,628,660,042 158,673,256 99.905%
Supervisor of the Company
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11. Approve the election of Mr. Zhang Jinzhu as a Supervisor .......... 166,629,538,642 158,920,356 99.905%
of the Company
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12. As a special resolution, to grant a general mandate to the ........ 161,089,139,050 5,172,544,848 96.889%
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
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13. Approve the equity interest transfer agreement dated 18 ........... 8,532,318,967 309,102,213 96.504%
March 2007 and the transactions contemplated
thereunder in relation to the disposal of 70%
equity interest in China United Oil by the
Company to CNPC, as set out in the Circular of
the Company dated 30 March 2007
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At the date of the AGM:
(1) The issued share capital of the Company and total number of shares
entitling the holder to attend and vote for or against the resolutions set
out in 1 to 12 above at the AGM: 179,020,977,818 Shares comprising
157,922,077,818 domestic shares and 21,098,900,000 H Shares.
(2) The issued share capital of the Company and total number of shares
entitling the holder to attend and vote for or against the resolution set
out in 13 above at the AGM: 21,098,900,000 H Shares.
(3) Shareholders or proxies representing 178,867,793,138 Shares with voting
rights, representing approximately 99.91% of the total issued share capital
of the Company attended the AGM.
(4) There were no shares of the Company entitling the holders to attend and
vote only against the resolutions at the AGM.
(5) As disclosed in the Circulars, CNPC and its associates abstained from
voting on the resolution set out in 13 above at the AGM.
(6) The poll results were subject to scrutiny by Messrs. Deloitte Touche
Tohmatsu and Mr. Guo Jinping and Mr. Jiang Lixin of the Company. Messrs.
Deloitte Touche Tohmatsu's work was limited to certain procedures requested
by the Company to agree the poll results summary prepared by the Company to
poll
2
forms collected and provided by the Company to Messrs. Deloitte Touche
Tohmatsu. The work performed by Messrs. Deloitte Touche Tohmatsu in this
respect did not constitute an assurance engagement in accordance with Hong
Kong Standards on Auditing, Hong Kong Standards on Review Engagements or
Hong Kong Standards on Assurance Engagements issued by the Hong Kong
Institute of Certified Public Accountants nor did it include provision of
any assurance or advice on matters of legal interpretation or entitlement
to vote.
PAYMENT OF THE FINAL DIVIDEND
The Board of Directors also wishes to notify shareholders that details of the
payment of the final dividend are as follows:
The Company will pay a final dividend of RMB0.154699 per share (inclusive of
applicable tax) for the year ended 31 December 2006. The payment shall be made
to shareholders whose names appeared on the register of members of the Company
at close of business on 16 May 2007. According to Article 149 of the articles of
association of the Company, dividends payable to the Company's shareholders
shall be declared in Renminbi, and dividends payable to holders of State-owned
shares shall be paid in Renminbi while dividends payable to holders of H shares
shall be paid in Hong Kong dollars and the following formula shall apply for the
purpose of calculating the Hong Kong dollar equivalent of the amount of final
dividend payable per H share:
Final dividend per share in Renminbi
Conversation rate for final ------------------------------------------
dividend per share = Average of the closing exchange rates for
(Renminbi to Hong Kong dollars) Renminbi to Hong Kong dollar as announced
by the People's Bank of China for the
week before 16 May 2007
The average of the closing exchange rates for RMB to Hong Kong dollar as
announced by the People's Bank of China for the week prior to 16 May 2007, that
is the date of the AGM at which the final dividend is declared, is RMB0.9836 to
HK$1.00. Accordingly, the amount of final dividend payable per H share is
HK$0.157278.
The Company has appointed Bank of China (Hong Kong) Trustees Limited as the
receiving agent in Hong Kong (the "Receiving Agent") and will pay to such
Receiving Agent the final dividend declared for payment to holders of H shares.
The final dividend will be paid by the Receiving Agent on or about 1 June 2007,
and will be despatched on the same day to holders of H shares entitled to
receive such dividend by ordinary post and at their own risk.
By order of the Board
PetroChina Company Limited
LI HUAIQI
Secretary to the Board
16 May 2007
Beijing, the PRC
As at the date of this announcement, the Board comprises Mr. Jiang Jiemin as the
Vice Chairman; Mr. Duan Wende as the 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.
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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: May 18, 2007 By: /s/ Li Huaiqi
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Name: Li Huaiqi
Title: Secretary to the Board