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 2004
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
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(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, an announcement of the Registrant relating to the change of
Directors and Supervisors of the Registrant.
(PETROCHINA LOGO)
(PETROCHINA COMPANY LIMITED IN CHINESE CHARACTER)
PETROCHINA COMPANY LIMITED
(a joint stock limited company incorporated in the People's Republic of China
with limited liability)
(STOCK CODE: 857)
CHANGE OF DIRECTORS AND SUPERVISORS
The board of directors (the "Board of Directors") of PetroChina Company Limited
(the "Company") announces that on May 18, 2004, Mr. Ma Fucai has resigned as
both a director of the Company and the Chairman of the Board of Directors for
personal reasons. Having all reached retirement age, Mr. Wu Yaowen has resigned
as both a director of the Company and the Vice Chairman of the Board of
Directors, Mr. Chen Weizhong and Mr. Bai Xinhe have resigned as supervisors of
the Company. Each of Mr. Ma Fucai, Mr. Wu Yaowen, Mr. Chen Weizhong and Mr. Bai
Xinhe confirms that he has no disagreement with the Board of Directors or the
Supervisory Committee of the Company and there is no matter relating to his
resignation that needs to be brought to the attention of the shareholders of the
Company.
The Board of Directors expresses its sincerest gratitude to Mr. Ma Fucai, Mr. Wu
Yaowen, Mr. Chen Weizhong and Mr. Bai Xinhe for their contribution to the
Company during their respective terms of office.
At the annual general meeting of the Company for the year 2003 held on May 18,
2004, Mr. Jiang Jiemin, Mr. Zhou Jiping and Mr. Duan Wende were elected as
directors of the Company and Mr. Sun Xianfeng and Mr. Xu Fengli were elected as
supervisors of the Company. Mr. Chen Geng was appointed as the Chairman of the
Board of Directors and Mr. Jiang Jiemin was appointed as the Vice Chairman of
the Board of Directors and the President of the Company at a meeting of the
Board of Directors held on May 19, 2004.
Mr. Jiang Jiemin, aged 48, is a senior economist. Mr. Jiang graduated from the
University of Shandong in industrial economics management in 1982 and from the
University of the Central Communist Party of China Cadre Correspondance
Undergraduate Course in economics management in 2001. He has almost 30 years'
experience in China's oil and gas industry. Mr. Jiang was a Deputy Director of
Shengli Petroleum Administration Bureau from 1993 and Director of Qinghai
Petroleum Administration Bureau from November 1994. Mr. Jiang had been an
Assistant President of China National Petroleum Corporation ("CNPC") and the
Head of the Preparation Committee of the Restructuring and Listing of CNPC from
February 1999. Mr. Jiang was a Director and Vice President of the Company from
November 1999 to June 2000 when Mr. Jiang became Vice Governor of Qinghai
Province. Mr. Jiang was a Standing Committee member of the Communist Party of
Qinghai Province and Vice Governor of Qinghai Province from November 2000 and
Deputy Secretary of the Communist Party of Qinghai Province and Vice Governor of
Qinghai Province from June 2003. Mr. Jiang became Vice President of CNPC since
April 2004 and became a director of the Company since May 18, 2004.
Mr. Zhou Jiping, aged 52, is a senior engineer, holds a master's degree in
marine geologic structure from the Nanhai Marine Research Institute of the China
Academy of Sciences. He has over 30 years' experience in China's oil and gas
industry. Mr. Zhou was the Exploration Manager of the Exploration and
Development Department of China National Offshore Oil Corporation,
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Manager of the Overseas Department of the International Cooperation Bureau of
China National Petroleum Company, President of China National Oil & Gas
Exploration and Development Corporation in Vanuatu and President of China
National Oil & Gas Exploration and Development Corporation in Papua New Guinea.
Mr. Zhou has also worked as Vice Director of the International Exploration and
Development Cooperation Bureau of China National Petroleum Company, Vice
President of China National Oil & Gas Exploration and Development Corporation
and concurrently as President of the Greater Nile Petroleum Operating Company
(Sudan) from November 1996. He has been President of China National Oil & Gas
Exploration and Development Corporation and concurrently Deputy Director of the
International Exploration and Development Cooperation Bureau of China National
Petroleum Company since December 1997, President of China National Oil & Gas
Exploration and Development Corporation since October 1998, Assistant to the
President of CNPC and concurrently President of China National Oil & Gas
Exploration and Development Corporation since August 2001 and Vice President of
CNPC since December 2003.
Mr. Duan Wende, aged 53, is a senior engineer, graduated from the University of
Nankai in economics management and from the University of the Central Communist
Party of China Cadre Correspondance Undergraduate Course in economics, and
pursued post master's degree studies at the Postgraduate School of the Chinese
Academy of Social Sciences in investment economics while working. He has over 30
years' work experience in China's petrochemical industry. From April 1975 to
June 1999, he was the Deputy Factory Manager of Fushun Factory No. 628 and a
chemical fibres factory, Commander of Command Office of Fushun Petrochemical
Corporation ethylene project, Deputy Factory Manager of an ethylene
petrochemical factory, the Factory Manager of an acrylic fibres petrochemical
factory and a detergent factory, Deputy Manager of Fushun Petrochemical
Corporation and Manager of Fushun Petrochemical Corporation since May 1999, and
General Manager of Fushun Petrochemical Branch Company since October 1999. He
has been an Assistant President of CNPC since August 2001. He has been appointed
as Vice President of the Company since March 2002, and Vice President of CNPC
since December 2003.
Mr. Sun Xianfeng, aged 51, graduated from Huadong Petroleum Institute in
September 1977. Mr. Sun worked as Deputy Director of the Supervisory Bureau of
China National Petroleum Company 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 head in June 1998. He has been Deputy Director of the Audit Department
of CNPC since October 2000, and has worked concurrently as Director of the Audit
Services Centre of CNPC since December 2000.
Mr. Xu Fengli, aged 56, is a senior accountant, graduated from Xi'an Petroleum
Institute in July 1985. Mr. Xu has been Chief Accountant of Fushun Petrochemical
Corporation since November 1995, Deputy Director of Finance and Assets
Department of CNPC since November 1998, Deputy General Manager of the Finance
Department of the Company since December 1999 and Director of the Administrative
Office of the Supervisory Committee of the Company since October 2003.
None of Mr. Jiang Jiemin, Mr. Zhou Jiping, Mr. Duan Wende, Mr. Sun Xianfeng and
Mr. Xu Fengli has entered into any service contract with the Company and there
is no designated length of service (except the retirement by rotation of
directors under the articles of association of the Company). As the date hereof,
none of them has any interests in the shares of the Company which is required to
be disclosed under Part XV of the Securities and Futures Ordinance. Save as
disclosed herein, none of them has any relationship with any directors, senior
management or substantial or controlling shareholders of the Company. The
emoluments of the directors and supervisors of the Company comprise three
components, namely, fixed salaries, performance bonuses and stock appreciation
rights. The variable components account for approximately 70% to
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75% of the total emoluments, of which performance bonuses account for
approximately 0% to 25% and stock appreciation rights account for approximately
50% to 70%. Variable components of the emoluments are linked to the attainment
of specific performance targets of the Company, such as net profit, return on
capital and cost reduction targets.
The Board of Directors would like to extend its warmest welcome to Mr. Jiang
Jiemin, Mr. Zhou Jiping, Mr. Duan Wende, Mr. Sun Xianfeng and Mr. Xu Fengli.
As at the date of this announcement, the Board of Directors comprises Mr. Chen
Geng as the Chairman, Mr. Jiang Jiemin and Mr. Ren Chuanjun as Vice Chairmen,
Mr. Su Shulin, Mr. Duan Wende and Mr. Wang Fucheng, as executive directors, Mr.
Zheng Hu, Mr. Zhou Jiping, Mr. Gong Huazhang and Mr. Zou Haifeng as
non-executive directors and Mr. Chee-Chen Tung, Mr. Liu Hongru and Mr. Franco
Bernabe as independent non-executive directors.
By Order of the Board
LI HUAIQI
Secretary to the Board
Beijing, PRC
May 19, 2004
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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 20, 2004 By: /s/ Li Huaiqi
---------------------------------
Name: Li Huaiqi
Title: Company Secretary