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 2008
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 announcement with respect to its resolutions passed
at the Annual General Meeting for the year 2007 and payment of the final
dividend.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this announcement to be signed on its behalf by the
undersigned, thereunto duly authorized.
PetroChina Company Limited
Dated: May 16, 2008 By: /s/ Li Huaiqi
------------------
Name: Li Huaiqi
Title: Company Secretary
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 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 2007 AND
PAYMENT OF THE FINAL DIVIDEND
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The Board of Directors announces that the Annual General Meeting was held in
Beijing on 15 May 2008 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.
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RESOLUTIONS PASSED AT THE ANNUAL GENERAL MEETING ("AGM")
References are made to the notice of the AGM and the circular (the "Circular")
of PetroChina Company Limited (the "Company") in relation to, among other
things, the amendments to the Articles of Association of the Company (the
"Articles of Association"), the general mandate to issue new Shares, the
adoption of the procedural rules and the re-election and the appointment of
Directors and Supervisors dated 28 March 2008 and the supplemental notice of the
AGM dated 17 April 2008, respectively. Unless otherwise defined herein, terms
used in this announcement shall have the same meanings as defined in the
Circular.
The board of directors (the "Board of Directors") of the Company is pleased to
announce that the AGM of the Company for the year 2007 was held at Beijing
Oriental Bay International Hotel, 26 Anwai Xibinhe Road, Dongcheng District,
Beijing, the People's Republic of China ("PRC"), on 15 May 2008.
The AGM was validly convened in compliance with the requirements of the Company
Law of the PRC and the Articles of Association.
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
--------------------------------------------------- ------------------- ---------------- ------------- ------------
RESOLUTIONS FOR AGAINST ABSTAIN PASSING
RATE
--------------------------------------------------- ------------------- ---------------- ------------- ------------
1. As a special resolution, the amendments 164,954,228,326 13,294,100 2,285,201 99.9906%
to the Articles of Association made in
accordance with the Company Law of the
PRC and the "Guidelines of Articles of
Association for Listed Companies" issued
by the China Securities Regulatory
Commission and the authorization of the
Chairman of the Company to make any
amendment as he may consider necessary
and appropriate to the Articles of
Association.
------- ------------------------------------------- ------------------- ---------------- ------------- ------------
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2. Approve the Report of the Board of 164,463,484,721 1,822,200 6,709,201 99.9948%
Directors of the Company for the year
2007.
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3. Approve the Report of the Supervisory 164,460,466,221 1,810,900 6,766,701 99.9948%
Committee of the Company for the year
2007.
------- ------------------------------------------- ------------------- ---------------- ------------- ------------
4. Approve the Audited Financial 164,463,656,521 1,731,900 6,627,701 99.9949%
Statements of the Company for the year
2007.
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5. Approve the declaration and payment of 164,973,211,733 1,467,500 195,201 99.9990%
the final dividends for the year ended 31
December 2007 in the amount and in the
manner recommended by the Board of
Directors.
------- ------------------------------------------- ------------------- ---------------- ------------- ------------
6. Approve the authorisation of the Board of 164,973,430,333 1,246,300 197,801 99.9991%
Directors to determine the distribution
of interim dividends for the year 2008.
------- ------------------------------------------- ------------------- ---------------- ------------- ------------
7. Approve the continuation of appointment 164,972,323,733 2,159,000 391,701 99.9985%
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 2008 and to
authorise the Board of Directors to fix
their remuneration.
------- ------------------------------------------- ------------------- ---------------- ------------- ------------
8(a) Approve the election of Mr Jiang Jiemin 164,959,626,513 79,896,350 456,001 99.9513%
as a Director of the Company.
------- ------------------------------------------- ------------------- ---------------- ------------- ------------
8(b) Approve the election of Mr Zhou Jiping as 164,959,789,913 79,686,650 502,301 99.9514%
a Director of the Company.
------- ------------------------------------------- ------------------- ---------------- ------------- ------------
8(c) Approve the election of Mr Duan Wende as Not Not Not Not
a Director of the Company. (Note) applicable applicable applicable applicable
------- ------------------------------------------- ------------------- ---------------- ------------- ------------
8(d) Approve the election of Mr Wang Yilin as 164,959,611,513 79,612,550 754,801 99.9513%
a Director of the Company.
------- ------------------------------------------- ------------------- ---------------- ------------- ------------
8(e) Approve the election of Mr Zeng Yukang as 164,959,652,613 79,646,750 679,501 99.9513%
a Director of the Company.
------- ------------------------------------------- ------------------- ---------------- ------------- ------------
8(f) Approve the election of Mr Wang Fucheng 164,959,610,613 79,688,750 679,501 99.9513%
as a Director of the Company.
------- ------------------------------------------- ------------------- ---------------- ------------- ------------
8(g) Approve the election of Mr Li Xinhua as a 164,950,386,513 79,617,150 9,975,201 99.9457%
Director of the Company.
------- ------------------------------------------- ------------------- ---------------- ------------- ------------
8(h) Approve the election of Mr Liao Yongyuan 164,950,131,213 79,625,250 10,222,401 99.9456%
as a Director of the Company.
------- ------------------------------------------- ------------------- ---------------- ------------- ------------
8(i) Approve the election of Mr Wang Guoliang 164,950,069,213 79,693,750 10,215,901 99.9455%
as a Director of the Company.
------- ------------------------------------------- ------------------- ---------------- ------------- ------------
8(j) Approve the election of Mr Jiang Fan as a 164,943,392,413 79,649,350 715,101 99.9513%
Director of the Company.
------- ------------------------------------------- ------------------- ---------------- ------------- ------------
8(k) Approve the election of Mr Chee-Chen Tung 164,956,269,013 66,785,550 702,301 99.9591%
as an Independent Director of the Company.
------- ------------------------------------------- ------------------- ---------------- ------------- ------------
8(l) Approve the election of Mr Liu Hongru as 165,019,333,363 4,553,200 670,301 99.9968%
an Independent Director of the Company.
------- ------------------------------------------- ------------------- ---------------- ------------- ------------
8(m) Approve the election of Mr Franco Bernabe 165,018,828,163 4,478,600 450,101 99.9970%
as an Independent Director of the Company.
------- ------------------------------------------- ------------------- ---------------- ------------- ------------
8(n) Approve the election of Mr Li Yongwu as 165,008,946,663 4,655,500 10,154,701 99.9910%
an Independent Director of the Company.
------- ------------------------------------------- ------------------- ---------------- ------------- ------------
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8(o) Approve the election of Mr Cui Junhui as 165,008,902,863 4,667,400 10,186,601 99.9910%
an Independent Director of the Company.
------- ------------------------------------------- ------------------- ---------------- ------------- ------------
9(a) Approve the election of Mr Chen Ming as a 165,315,035,342 4,185,400 10,167,701 99.9913%
Supervisor of the Company.
------- ------------------------------------------- ------------------- ---------------- ------------- ------------
9(b) Approve the election of Mr Wen Qingshan 165,314,997,842 4,237,900 10,152,701 99.9913%
as a Supervisor of the Company.
------- ------------------------------------------- ------------------- ---------------- ------------- ------------
9(c) Approve the election of Mr Sun Xianfeng 165,315,127,842 4,159,600 10,101,001 99.9914%
as a Supervisor of the Company.
------- ------------------------------------------- ------------------- ---------------- ------------- ------------
9(d) Approve the election of Mr Yu Yibo as a 165,315,076,642 4,153,700 10,158,101 99.9913%
Supervisor of the Company.
------- ------------------------------------------- ------------------- ---------------- ------------- ------------
9(e) Approve the election of Mr Wu Zhipan as 165,316,943,242 2,244,600 10,200,601 99.9925%
an Independent Supervisor of the Company.
------- ------------------------------------------- ------------------- ---------------- ------------- ------------
9(f) Approve the election of Mr Li Yuan as an 165,219,690,942 108,738,300 714,201 99.9338%
Independent Supervisor of the Company.
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10. As a special resolution, to grant a 161,741,826,971 3,142,787,762 565,601 98.0936%
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.
------- ------------------------------------------- ------------------- ---------------- ------------- ------------
11. As an ordinary resolution, to adopt the 164,954,714,433 1,789,600 604,301 99.9985%
Rules and Procedures of Shareholders'
General Meeting of the Company.
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12. As an ordinary resolution, to adopt the 164,952,991,433 1,613,900 691,001 99.9986%
Rules and Procedures of the Board of the
Company.
------- ------------------------------------------- ------------------- ---------------- ------------- ------------
13. As an ordinary resolution, to adopt the 164,953,393,833 1,575,900 326,601 99.9988%
Rules of Organisation and Procedures of
the Supervisory Committee of the Company.
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Note: As Mr Duan Wende passed away on 14 May 2008, this resolution was not put
to vote at the AGM.
As 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 13 above at the AGM: 183,020,977,818 Shares comprising
161,922,077,818 A Shares and 21,098,900,000 H Shares.
(2) Shareholders or proxies representing 165,329,388,443 Shares with voting
rights, representing approximately 97.7162% of the total issued share
capital of the Company attended the AGM.
(3) There were no Shares of the Company entitling the holders to attend and
vote only against the resolutions at the AGM.
(4) The poll results were subject to scrutiny by Ms Chen Min, shareholder of A
Shares, Mr Cai Muxiong, shareholder of H Shares, Mr Qin Gang, supervisor of
the Company, Ms Peng Jin of King and Wood, the PRC legal advisors of the
Company and Messrs. Deloitte Touche Tohmatsu. 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 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.
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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 RMB0.156859 per Share (inclusive of
applicable tax) for the year ended 31 December 2007. The payment shall be made
to shareholders whose names appeared on the register of members of the Company
at close of business on 28 May 2008. According to Article 163 of the Articles of
Association, dividends payable to the Company's shareholders shall be declared
in Renminbi, and dividends payable to holders of A 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:
Conversation rate for final dividend per Share = Final dividend per Share in Renminbi
(Renminbi to Hong Kong dollars) --------------------------------------------------------------
Average of the closing exchange rates for Renminbi to Hong
Kong dollar as announced by the People's Bank of China for
the week before 15 May 2008
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 15 May 2008, that
is the date of the AGM at which the final dividend is declared, is RMB0.89716 to
HK$1.00. Accordingly, the amount of final dividend payable per H Share is
HK$0.174839.
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 13 June 2008,
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.
Holders of A Shares are advised to note that the way of paying dividend to
holders of A Shares and relevant matters will be announced in due course after
negotiation between the Company and China Securities Depository and Clearing
Corporation Limited, Shanghai Branch.
By order of the Board
PETROCHINA COMPANY LIMITED
LI HUAIQI
Secretary to the Board
15 May 2008
Beijing, the PRC
As at the date of this announcement, the Board of Directors comprises Mr Jiang
Jiemin as the Chairman; Mr Zhou Jiping Mr Wang Yilin, Mr Zeng Yukang, Mr Wang
Fucheng, Mr Li Xinhua, Mr Liao Yongyuan, Mr Wang Guoliang, Mr Jiang Fan as
Directors; and Mr Chee-Chen Tung, Mr Liu Hongru, Mr Franco Bernabe, Mr Li Yongwu
and Mr Cui Junhui as independent non-executive Directors.
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