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 June 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- )
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PetroChina Company Limited (the "Registrant") is furnishing under the cover
of Form 6-K the Registrant's circular with respect to its proposed A share
offering.
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
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If you are in any doubt as to any aspect of this circular, or as to the action
to be taken, you should consult your stockbroker or other registered dealer in
securities, bank manager, solicitor, professional accountant or other
professional advisor.
If you have sold or transferred all your shares in PetroChina Company Limited,
you should at once hand this circular, together with the enclosed proxy form, to
the purchaser or the transferee or to the bank, stockbroker or other agent
through whom the sale was effected for transmission to the purchaser or the
transferee.
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.
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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)
PROPOSED A SHARE ISSUE
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It is important to note that the purpose of distributing this circular is to
provide Shareholders with information on, among other matters, the proposed
issue of A Shares by the Company, so that Shareholders may make an informed
decision on voting in respect of certain resolutions to be tabled at the EGM.
This circular does not constitute, or form part of, an offer or invitation, or
solicitation or inducement of an offer, to subscribe for or purchase any of the
A Shares or other securities of the Company, nor is this circular calculated to
invite offers for any Shares or other securities of the Company.
A notice convening the EGM to be held at Oriental Bay International Hotel, No.
26, West Binhe Road, Andingmenwai Street, Dongcheng District, Beijing, the
People's Republic of China on 10 August 2007 at 9:00 a.m. is set out in this
circular.
If you intend to appoint a proxy to attend the EGM, you are required to complete
and return the accompanying proxy form in accordance with the instructions
printed thereon. For holder of H Shares, the proxy form should be returned to
Hong Kong Registrars Limited and for holder of Domestic Shares, the proxy form
should be returned to the Secretariat of the Board of Directors of the Company
or by post not less than 24 hours before the time appointed for holding the EGM
or any adjourned meeting thereof. Completion and return of the proxy form will
not preclude you from attending and voting in person at the EGM or at any
adjourned meeting should you so wish.
If you intend to attend the EGM in person or by proxy, you are required to
complete and return the reply slip to the Secretariat of the Board of Directors
of the Company on or before 20 July 2007.
25 June 2007
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CONTENTS
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Page
Definitions ............................................................... 1
Letter from the Board
Introduction ......................................................... 3
Proposed A Share Issue ............................................... 4
The EGM .............................................................. 6
Procedures for Demanding Po l by Shareholders ........................ 7
Recommendation ....................................................... 7
Notice of Extraordinary General Meeting ................................... 8
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DEFINITIONS
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In this circular, unless the context otherwise requires, the following
expressions have the following meanings:
'A Shares' the ordinary shares subscribed for in RMB, which are
proposed to be issued by the Company to the individuals,
entities and other institutions according to the PRC laws
and regulations and other regulatory requirements that the
Company is required to comply with
'A Share Issue" the proposed issue of not more than 4 billion A Shares by
the Company to the individuals, entities and other
institutions according to the PRC laws and regulations and
other regulatory requirements that the Company is required
to comply with, by way of public offering of new A Shares,
which are proposed to be listed on the Shanghai Stock
Exchange
'Articles" the articles of association of the Company, as amended from
time to time
'Board' the board of Directors of the Company
"Company" (CHINESE CHARACTERS)(PetroChina Company Limited*), a joint
stock company limited by shares incorporated in the PRC on
5 November 1999 under laws of the PRC, and listed on the
Hong Kong Stock Exchange with American Depository Shares
listed on the New York Stock Exchange
'Company Law' the Company Law of the People's Republic of China (as
amended from time to time)
'connected person' has the same meaning ascribed to it in the Listing Rules
'CSRC" China Securities Regulatory Commission (CHINESE CHARACTERS)
'Directors' the directors of the Company
'Domestic Shares" the ordinary shares issued by the Company, with a nominal
value of RMB1.00 each, which are subscribed for or credited
as fully paid in RMB
'EGM' the extraordinary general meeting of the Company to be held
on 10 August 2007 to approve the A Share Issue
'H Shares' overseas listed foreign shares of RMB1.00 each in the share
capital of the Company which are listed on the Hong Kong
Stock Exchange and traded in Hong Kong dollars including
the underlying American Depository Shares listed on the New
York Stock Exchange
'HK dollars" the lawful currency of the Hong Kong Special Administrative
Region
'Hong Kong Stock The Stock Exchange of Hong Kong Limited
Exchange'
'Listing Rules" the Rules Governing the Listing of Securities on The Stock
Exchange of Hong Kong Limited
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DEFINITIONS
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'PRC" or "China' the People's Republic of China, excluding, for the purpose
of this circular only, Hong Kong Special Administrative
Region, Macau Special Administrative Region and Taiwan
'RMB" or "Renminbi" the lawful currency of the PRC
'Shareholders" holders of Domestic Shares and/or H Shares (including
holders of American Depository Shares)
'Shares' Domestic Shares and/or H Shares
* For identification purpose only
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LETTER FROM THE BOARD
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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)
BOARD OF DIRECTORS Legal address
Jiang Jiemin (Chairman) World Tower, 16 Andelu
Duan Wende Dongcheng District
Zheng Hu Beijing 100011
Zhou Jiping The People's Republic of China
Wang Yilin
Zeng Yukang
Gong Huazhang
Jiang Fan
Chee-Chen Tung*
Liu Hongru*
Franco Bernabe*
* Independent non-executive Director
25 June 2007
To the Shareholders
Dear Sir or Madam,
PROPOSED A SHARE ISSUE
1. INTRODUCTION
On 19 June 2007, the Board announced that the Company will apply to the
relevant regulatory authorities for the allotment and issue of not more than 4
billion A Shares to the individuals, entities and other institutions according
to the PRC laws and regulations and other regulatory requirements that the
Company is required to comply with. Such A Shares will be listed on the Shanghai
Stock Exchange. The A Share Issue is subject to (i) approval from Shareholders
at the EGM; and (ii) approvals from the relevant approval authorities.
The purpose of this circular is to give you notice of the EGM and
information on the proposed A Share Issue to be dealt with at the EGM.
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LETTER FROM THE BOARD
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2. PROPOSED A SHARE ISSUE
2.1 General
At the Board meeting held on 19 June 2007, it was resolved that the Company
will apply to the relevant regulatory authorities for the allotment and issue of
not more than 4 billion A Shares to the individuals, entities and other
institutions according to the PRC laws and regulations and other regulatory
requirements that the Company is required to comply with, by way of public
offering of new A Shares. Such A Shares are proposed to be listed on the
Shanghai Stock Exchange. It is expected that such investors will not include
connected persons of the Company. If any such investors includes connected
persons of the Company, the Company will take steps to comply with the relevant
connected transaction requirements under the Listing Rules. At present, the H
Shares of the Company are listed on the main board of the Hong Kong Stock
Exchange including the underlying American Depository Shares listed on the New
York Stock Exchange.
The proposed A Share Issue and the listing application are subject to (i)
approval from Shareholders at the EGM to be held on 10 August 2007; and (ii)
approvals from the CSRC, the Shanghai Stock Exchange and other relevant approval
authorities.
2.2 Structure of the A Share Issue
The structure of the proposed A Share Issue is set out below:
Type of securities to be A Shares
issued:
Number of A Shares: Not more than 4 billion A Shares
(inclusive of the A Shares to be
issued under the over-allotment option).
The final number of A Shares to be
issued shall be determined by the Board
as authorized by the Shareholders at the
EGM after taking into account market
conditions and the approval from the
relevant regulatory authorities.
Nominal value: RMB1.00 each
Rights attached to A Shares: The A Shares to be issued are listed
Domestic Shares and, except as otherwise
provided for in the relevant laws,
Administrative regulations, departmental
rules and other regulatory documents
and the Articles, holders of such A
Shares will be entitled to the same
rights as the existing Shareholders of
Domestic Shares and H Shares in all
respects.
The distributable profit of the Company
before the A Share Issue shall be
distributed to all new Shareholders
under the A Share Issue and the existing
Shareholders in proportion to their
shareholding.
Target subscribers: Individuals, entities and other
institutions according to the PRC laws
and regulations and other regulatory
requirements that the Company is
required to comply with.
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LETTER FROM THE BOARD
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Method of issue: The proposed A Share Issue shall be
conducted via a combination of placement
through offline offering to investors
subject to market consultation and
placement through online subscription at
the issue price.
Basis for determining the The issue price for the A Share Issue
issue price: will be determined based on the
prevailing conditions of the PRC
securities market at the time when the A
Share Issue takes place by way of market
consultation.(1)
The issue price and the amount to be
raised from the A Share Issue cannot be
ascertained as at the date of this
circular because the market consultation
can only be conducted after the
approvals described above have been
obtained. The Company will make the
requisite announcement once the issue
price is confirmed.
Use of proceeds: The net proceeds from the A Share
Issue, after deducting related
expenses, will be used for the
exploration and development of our
domestic petroleum and gas resources;
the construction of our large-scale
refinery, petrochemical and gas pipeline
projects; and the acquisition of
overseas petroleum and gas resources.
2.3 Shareholders' approval and other approvals
At the annual general meeting of the Company held on 16 May 2007, the
Shareholders granted, by way of a special resolution, a general mandate to the
Board to separately or concurrently issue, allot and deal with additional
Domestic Shares and H Shares in the Company not exceeding 20% of each of its
existing Domestic Shares and H Shares of the Company in issue as at the date of
the special resolution. To date, the Company has not issued any Shares under the
above general mandate.
The Company's PRC counsel, King and Wood, has confirmed that the A Share
Issue is subject to approval by Shareholders by way of special resolutions at
the EGM as stipulated by the rules of the CSRC. The EGM will be held on 10
August 2007 to consider and, if thought fit, approve the A Share Issue and to
authorize the Board to determine and deal with at its discretion, matters
relating to the A Share Issue (including but not limited to the specific timing
of the issue, number of A Shares to be issued, target subscribers, method of
issue, issue price, size of the over-allotment option and other matters relating
to the A Share Issue and the listing of A Shares). It should be noted that the A
Share Issue, upon approval by Shareholders by way of special resolutions at the
EGM, is still subject to approvals by the CSRC and other relevant regulatory
authorities, if necessary. In addition, the approval by the Shanghai Stock
Exchange as to the listing of and dealings in the A Shares on the Shanghai Stock
Exchange is also required. The approval in respect of the A Share Issue, if
obtained from Shareholders at the EGM, shall be effective for a period of 12
months from the date such approval is obtained.
The Company believes that the A Share Issue will establish a new financing
platform for the Company, provide the Company with funds required for our
ongoing business development and help improve our competitiveness and profit
return to Shareholders. The A Share Issue will also increase the liquidity of
our Shares. The Directors believe that the A Share Issue will benefit the
Company and the Shareholders as a whole in the long term.
(1) As required by the relevant PRC regulations, including the Administrative
Measures on the Offering and Underwriting of Securities issued by the CSRC,
the price consultation will be undertaken with not less than 50 qualified
price enquiry participants recognised by the Securities Association of
China. Pursuant to the relevant PRC regulations, the issue price shall not
be lower than the net asset value (excluding minority interest per Share)
according to the then latest audited financial statements of the Company.
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LETTER FROM THE BOARD
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2.4 Effect of the A Share Issue on the Company's shareholding structures
Set out below is the shareholding structure of the Company as at the date
of this circular and immediately upon completion of the A Share Issue assuming
that an aggregate of 4 billion A Shares will be issued under the A Share Issue
and no other changes to the share capital of the Company. However, Shareholders
should be cautioned that the final offer size of the A Share Issue is subject to
(i) approval from Shareholders at the EGM; and (ii) approvals from the CSRC and
other relevant approval authorities and will be dependent on the prevailing
conditions of the PRC securities market at the time when the A Share Issue takes
place by way of market consultation.
Immediately after
As at the date completion
of this circular of the A Share Issue
Number of Shares % Number of Shares %
(1) Domestic Shares 157,922,077,818 88.21 161,922,077,818 88.47
- Existing Domestic Shares 157,922,077,818 88.21 157,922,077,818 86.29
- A Shares 4,000,000,000 2.18
(2) H Shares 21,098,900,000 11.79 21,098,900,000 11.53
(3) Total Number of Shares 179,020,977,818 100 183,020,977,818 100
2.5 Increase in the Company's registered share capital
The Company will need to increase its registered share capital and will be
subject to Shareholders' approval.
3. THE EGM
Special resolutions to approve the A Share Issue will be proposed at the
EGM.
No Shareholder is required to abstain from voting in connection with the
matters to be resolved at the EGM.
If you intend to appoint a proxy to attend the EGM, you are required to
complete and return the accompanying proxy form in accordance with the
instructions printed thereon. For holder of H Shares, the proxy form should be
returned to Hong Kong Registrars Limited and for holder of Domestic Shares, the
proxy form should be returned to the Secretariat of the Board of the Directors
of the Company in person or by post not less than 24 hours before the time
appointed for holding the EGM or any adjourned meeting thereof. Completion and
return of the proxy form will not preclude you from attending and voting in
person at the EGM or at any adjourned meeting should you so wish.
If you intend to attend the EGM in person or by proxy, you are required to
complete and return the reply slip to the Secretariat of the Board of the
Directors of the Company on or before 20 July 2007.
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LETTER FROM THE BOARD
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4. PROCEDURES FOR DEMANDING POLL BY SHAREHOLDERS
Pursuant to the Articles, a resolution at a Shareholders' general meeting
shall be decided on a show of hands unless a poll is (before or after the show
of hands) demanded:
(1) by the chairman of the meeting;
(2) by at least two Shareholders present in person or by proxy for the
time being entitled to vote at the meeting; or
(3) by any Shareholder or Shareholders (including proxy) holding
individually or holding in aggregate of 10% or more of the Shares
carry the right to vote at the meeting.
Unless a poll is demanded, the chairman of the meeting will announce the
results of the passing of a resolution according to the show of hands, which
will be recorded in the minutes of the meeting and treated as conclusive
evidence without the need to prove the number or the proportion of votes for or
against the resolution passed.
5. RECOMMENDATION
The Directors consider that the A Share Issue is in the best interests of
the Company and its Shareholders as a whole in the long term.
Accordingly, the Directors recommend the Shareholders to vote in favour of
the resolutions which will be proposed at the EGM.
Yours faithfully,
By Order of the Board
PetroChina Company Limited
Li Huaiqi
Secretary to the Board
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NOTICE OF EXTRAORDINARY GENERAL MEETING
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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)
EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (`EGM") of
the shareholders of PetroChina Company Limited (the "Company") will be held at
Oriental Bay International Hotel, No. 26, West Binhe Road, Andingmenwai Street,
Dongcheng District, Beijing, the People's Republic of China at 9:00 a.m. on 10
August 2007 for the purpose of considering and, if deemed appropriate, passing,
with or without modification, the following resolutions. Unless otherwise
indicated, capitalized terms used herein shall have the same meaning as those
defined in the circular of the Company dated 25 June 2007 (the "Circular"):
Special Resolutions:
1. `THAT conditional upon the obtaining of approvals from the CSRC and
other relevant regulatory authorities, the allotment and issue of A
Shares by the Company in the PRC by way of public offering of new A
Shares and the following terms and conditions of the A Share Issue be
and are hereby approved:
(1) Class of shares, nominal value and place of listing: The Shares
to be issued shall be ordinary shares subscribed for in RMB (A
Shares). The nominal value shall be RMB1.00 each. The place of
listing shall be the Shanghai Stock Exchange. The A Shares under
the A Share Issue shall be listed Domestic Shares and, except as
otherwise provided for in the relevant laws, administrative
regulations, departmental rules and other regulatory documents
and the Articles, holders of such A Shares shall be entitled to
the same rights as the existing Shareholders of Domestic Shares
and H Shares in all respects.
(2) Total number of shares to be issued: Not more than 4 billion A
Shares (inclusive of the A Shares to be issued under the
over-allotment option). The final number of A Shares to be issued
shall be determined by the Board pursuant to the authorization
granted under this resolution after taking into account the PRC's
securities market conditions and the Company's business
development needs.
(3) Target subscribers: Individuals, entities and other institutions
according to the PRC laws and regulations and other regulatory
requirements that the Company is required to comply with.
(4) Method of issue: The proposed A Share Issue shall be conducted
via a combination of placement through offline offering to
investors subject to market consultation and placement through
online subscription at the issue price.
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NOTICE OF EXTRAORDINARY GENERAL MEETING
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(5) Basis for determining the issue price: The issue price for the A Share
Issue will be determined based on the prevailing conditions of the PRC
securities market at the time when the A Share Issue takes place by
way of market consultation.
(6) Over-allotment option: The over-allotment option to be granted to the
sponsor(s) of the A Share Issue shall not be more than 15% of the
underwritten amount of A Shares of the A Share Issue.
(7) Use of proceeds: The net proceeds from the A Share Issue, after
deducting related expenses, will be used for the exploration and
development of the Company's domestic petroleum and gas resources; the
construction of the Company's large-scale refinery, petrochemical and
gas pipeline projects; and the acquisition of overseas petroleum and
gas resources.
(8) Distribution plan for the accumulated profit before the issue: The
distributable profit of the Company before the A Share Issue shall be
distributed to all new Shareholders under the A Share Issue and the
existing Shareholders in proportion to their shareholding.
(9) Validity period of this resolution: This resolution shall be effective
for a period of 12 months from the date of the passing of this
resolution."
2. `THAT the Board and its attorney shall be and are authorized to deal with
matters in relation to the A Share Issue and the listing of A Shares
including but not limited to the following:
(1) to implement the proposals of the A Share Issue and the listing of A
Shares in accordance with the laws and regulations of the PRC and
relevant regulations prescribed by the securities regulatory
department and this resolution;
(2) to determine the number of A Shares to be issued, issue price, method
of issue, target subscribers, number of A Shares and the percentage of
A Shares to be issued to the target subscribers, size of the
over-allotment option and placing ratio, commencement and completion
timing of the issue, timing of the listing and other matters relating
to the A Share Issue and the listing of A Shares in accordance with
this resolution and with reference to the status of the approval by
the CSRC and conditions of the PRC securities market;
(3) upon completion of the A Share Issue and the listing of A Shares, to
amend articles 16 and 19 of the Articles in accordance with the
specific circumstances regarding the issue, and to complete the
relevant formalities such as for the registrations of amendments of
registered capital and share registration with the Administration for
Industry and Commerce;
(4) to decide the respective monetary amount to be invested in different
projects within the approved scope for use of proceeds;
(5) to deal with the preparation work in relation to the A Share Issue and
the listing of A Shares, including without limitation, to apply to the
relevant regulatory authorities and stock exchanges; to sign, execute
and implement underwriting agreement, listing agreement, sponsors
agreement and all necessary documents on behalf of the Company; and to
determine and pay all related fees and expenses in connection with the
A Share Issue;
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NOTICE OF EXTRAORDINARY GENERAL MEETING
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(6) to undertake or deal with all other necessary actions or matters in
connection with the A Share Issue and the listing of the A Shares;
(7) the Board proposes to the Shareholders' meeting to approve the
formation of a special Board committee comprising Mr Jiang Jiemin
(Director), Mr Zhou Jiping (Director) and Mr Gong Huazhang (Director).
Subject to the obtaining of the authorization as mentioned above, the
Board be and is hereby authorized to further delegate its power as
mentioned above to this special Board committee for implementation.
The authorization shall be implemented by endorsement of any two of
the members of the special Board committee. This special Board
committee shall be formed from the date this resolution is approved at
the Shareholders' meeting and will be dissolved on the listing date of
the A Shares on the domestic stock exchange in connection with the A
Share Issue; and
(8) this authorization resolution shall be effective for a period of 12
months from the date of the passing of this resolution."
Yours faithfully,
By Order of the Board
PetroChina Company Limited
Li Huaiqi
Secretary to the Board
Beijing, the PRC, 25 June 2007
Notes:
1. Holders of H Shares and holders of Domestic Shares whose names are
registered in the register of members of the Company on 11 July 2007 are
entitled to attend and vote at the EGM. Persons holding the Company's H
Shares should note that the register of members of the Company's H Shares
will be closed from 11 July 2007 to 10 August 2007, both days inclusive,
during which period no transfer of Shares will be effected.
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,
Wanchai, Hong Kong
2. Shareholders who intend to attend the EGM are required to send the reply
slip to the Secretariat of the Board of the Directors of the Company on or
before 20 July 2007. Please refer to the reply slip for details.
3. Any Shareholder entitled to vote at the EGM is entitled to appoint one (1)
or more proxies to attend and vote on his behalf. A proxy need not be a
Shareholder of the Company. Shareholders must appoint a proxy in writing.
Such instrument should be signed by the person appointing the proxy or by
such person's authorized representative. If the proxy form is signed by
another person so authorized by the Shareholder, the power of attorney or
other authorizing document must be certified by a notary. The notarially
certified power of attorney or other authorizing document together with the
proxy form must be returned to Hong Kong Registrars Limited or the
Secretariat of the Board of Directors of the
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NOTICE OF EXTRAORDINARY GENERAL MEETING
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Company not later than 24 hours prior to the commencement of the EGM.
Please refer to the proxy form for details. The completion and deposit of a
proxy form will not preclude any Shareholder from attending and voting at
the EGM.
4. Each Shareholder (or his/her proxy) shall be entitled to one vote for each
Share held. If a Shareholder has appointed more than one proxy to attend
the EGM, the voting rights can only be exercised by way of poll.
Address of the Secretariat of the Board of Directors of the Company:
Secretariat of the Board of Directors of PetroChina Company Limited
Room 1521, World Tower, 16 Andelu, Dongcheng District
Beijing, 100011, PRC
Tel: 8610-8488 6270
Fax: 8610-8488 6260
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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: June 26, 2007 By: /s/ Li Huaiqi
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Name: Li Huaiqi
Title: Secretary to the Board