CONFORMED COPY
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 2005
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- )
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PetroChina Company Limited (the "Registrant") is furnishing, under the
cover of Form 6-K, the Registrant's notice of Annual General Meeting for the
year 2004.
(PETROCHINA COMPANY 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 2004
NOTICE IS HEREBY GIVEN that an Annual General Meeting of PetroChina Company
Limited (the "Company") for the year 2004 will be held at 9:00 a.m. on 26 May
2005 at Kempinski Hotel, No.50 Liangmaqiao Road, Chaoyang District, Beijing, the
People's Republic of China (Post Code 100016) to consider, approve and authorise
the following matters:
1 To consider and approve the Report of the Board of Directors of the Company
for the year 2004;
2 To consider and approve the Report of the Supervisory Committee of the
Company for the year 2004;
3 To consider and approve the Audited Financial Statements of the Company for
the year 2004;
4 To consider and approve the declaration and payment of a final dividend for
the year ended 31 December 2004 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 dividend for the year 2005;
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 2005 and to authorise the Board of Directors to fix
their remuneration;
7 To consider and, if thought fit, to pass the following as special
resolution:
"THAT:
The following amendments to the existing Articles of Association be and are
hereby approved:
7.1 The following shall be added as the fourth paragraph of Article 35 of
the existing Articles of Association:
"The Company shall make available at its Hong Kong representative
office for inspection by the public and the Shareholders free of
charge, and for copying by Shareholders at reasonable charges, the
following:-
(1) a complete duplicate of the register of members;
(2) a report showing the state of the issued share capital of the
Company;
(3) the latest audited Financial Statements and the Directors',
Auditors' and Supervisors' Reports;
(4) special resolutions of the Company;
(5) reports showing the number and nominal value of securities
repurchased by the Company since the end of the last financial
year, the aggregate amount paid for such securities and the
maximum and
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the minimum prices paid in respect of each class of securities
repurchased (with a breakdown between domestic shares and foreign
shares);
(6) a copy of the latest annual examination report filed with the
State Administration of Industry and Commerce; and
(7) for shareholders only, copies of the minutes of shareholders'
meetings.";
7.2 The words "Securities and Futures (Clearing Houses) Ordinance (Chapter
420 of the Laws of Hong Kong)" in Article 38 and Article 60 of the
existing Articles of Association shall be deleted and be replaced with
the words "Securities and Futures Ordinance (Chapter 571 of the Laws
of Hong Kong)";
7.3 The words "Listing Rules of the Stock Exchange" in Article 38(1) of
the existing Articles of Association shall be deleted and be replaced
with the words "Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited ("Listing Rules")";
7.4 The following paragraph shall be inserted as the second paragraph of
Article 66 of the existing Articles of Association:
"Where any Shareholder, under the Listing Rules, is required to
abstain from voting on any particular resolution or restricted to
voting only for or only against any particular resolution, any votes
cast by or on behalf of such Shareholder in contravention of such
requirement or restriction shall not be counted."
7.5 The first paragraph of Article 67 of the existing Articles of
Association: "At any Shareholders' general meeting, a resolution shall
be decided by a show of hands unless a poll is demanded by the
following persons before or after any vote by a show of hands:" and
the second paragraph of Article 67 of the existing Articles of
Association: "Unless a poll is so demanded, the chairman may declare
that a resolution has been passed on a show of hands." shall be
amended as follows:
The first paragraph:
"At any Shareholders' general meeting, a resolution shall be decided
on a show of hands unless voting by way of a poll is required under
the Listing Rules or the listing rules of any other stock exchanges on
which the shares of the Company are listed or demanded by the
following persons before or after any vote by a show of hands:"
The second paragraph:
"Unless voting by way of a poll is required under the Listing Rules or
the listing rules of any other stock exchanges on which the shares of
the Company are listed or so demanded, the chairman may declare that a
resolution has been passed on a show of hands.";
7.6 The second paragraph of Article 89 of the existing Articles of
Association which provides: "the written notice in relation to the
intention to propose a person for election as a director and of such
person's consent to be elected shall be sent to the Company at least 7
days before the date of the general meeting." shall be amended as
follows:
"The period for lodgement of notices in writing to the Company of the
intention to propose a person for election as a director and of such
person's consent to be elected shall be at least 7 days and which
shall commence no earlier than the day after the despatch of the
notice of the general meeting convened to consider such election and
shall end no later than 7 days prior to the date of such general
meetings.";
7.7 Article 93 of the existing Articles of Association which provides:
"Meetings of the board of directors shall be held at least twice every
year and shall be convened by the Chairman of the board of directors."
shall be amended as follows:
"Meetings of the board of directors shall be held at least four times
every year and shall be convened by the Chairman of the board of
directors.";
Further, the phrase "all of the directors should be notified about the
meeting ten (10) days beforehand" shall
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be deleted;
7.8 Article 94 of the existing Articles of Association which provides:
"Notice of meetings and extraordinary meetings of the board of
directors shall be delivered in person, by facsimile, by express
delivery service or by registered mail. The time limit for the
delivery of such notice shall be at least ten (10) days before the
meeting." shall be amended as follows:
"Notice of meetings and extraordinary meetings of the board of
directors shall be delivered in person, by facsimile, by express
delivery service or by registered mail. The time limit for the
delivery of notice of meetings and extraordinary meetings of the board
of directors shall be at least fourteen (14) days and ten (10) days
respectively before the meeting.";
7.9 The fourth paragraph of Article 97 of the existing Articles of
Association which provides: "A director shall not vote on any matter
in which he has a material interest nor shall he be counted in the
quorum present at the same board meeting" shall be amended as follows:
"A director shall not vote on any board resolution in which he or any
of his associates has a material interest nor shall he be counted in
the quorum present at the same board meeting. The relevant transaction
shall be dealt with by way of a board meeting and not by way of
circulation of written board resolution. If an independent
non-executive director (and whose associates) has no material
interests in the transaction, he should be present at such board
meeting. In this Article, "associate" has the same meaning as defined
in the Listing Rules. If any stock exchange where the shares of the
Company are listed sets out more stringent rules in relation to the
matters in relation to which any director should abstain from voting,
the directors should comply with the more stringent rules";
7.10 Item (1) under the responsibilities of the Secretary to the Board of
Directors as set out in Article 102 of the existing Articles of
Association ("to ensure that the Company has complete organisation
documents and records") shall be amended as follows: "(1) To organise
board meetings and general meetings of the Company, and to ensure that
the Company has complete organisation documents and records;";
A new item (2) shall be added to Article 102 of the existing Articles
of Association as follows: "(2) Minutes of the meetings of the board
of directors shall be circulated to all directors for their signature
and records within 14 days after the board meeting is held and be made
available for inspection;", and the other items as set out in Article
102 of the existing Articles of Association shall be renumbered
accordingly;
7.11 A new item (13) shall be inserted at the end of item (12) of Article
121 of the existing Articles of Association: "(13) strictly comply
with the relevant laws and regulations and the relevant rules of the
stock exchanges on which the shares of the Company are listed in
respect of dealings with the securities of the Company.";
7.12 The following sentence shall be inserted after the last sentence of
the second paragraph of Article 148 of the existing Articles of
Association ("If any Shareholder has not claimed his dividends 6 years
after such dividends had been declared, such Shareholder is deemed to
forfeit his right to claim such dividends"): "The Company shall not
exercise its power to forfeit the unclaimed dividends until after the
expiry of the applicable limitation period.";
The Board of Directors be authorised, as proposed to be approved at the
AGM, to make such modifications to the above amendments to the Articles of
Association as required by the regulatory bodies.
The above amendments to the Articles of Association shall take effect upon
the approval of the SASAC."
8 To consider and, if thought fit, to pass the following as special
resolution:
"THAT:
(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;
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(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 aggregate nominal amount 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 the aggregate nominal amount of 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; and
(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 new
shares (including, without limitation, determining 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)";
9 To consider and approve other matters, if any.
By Order of the Board
LI HUAIQI
Secretary to the Board
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4 April 2005
NOTES:
1. Important: You should first review the annual report of the Company for the
year 2004 before appointing a proxy. The annual report for the year 2004
will include the Report of the Directors for the year 2004, the Report of
the Supervisory Committee for the year 2004 and the Audited Financial
Statements for the year 2004 for review by the shareholders. The annual
report for the year 2004 is expected to be despatched to shareholders on or
before 30 April 2005 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 Tuesday, 26
April 2005 to Thursday, 26 May 2005 (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 Monday, 25 April 2005 are entitled to attend and
vote at the annual general meeting.
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 for the year 2004, which is expected to be despatched to the
Shareholders on or before 30 April 2005.
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
Friday, 6 May 2005 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 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 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.
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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: April 4, 2005 By: /s/ Li Huaiqi
----------------------
Name: Li Huaiqi
Title: Company Secretary