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 August 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- ) -------
PetroChina Company Limited (the "Registrant") is furnishing under the cover
of Form 6-K the Registrant's poll results of the extraordinary general meeting
held on August 10, 2007.
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 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)
POLL RESULTS
OF THE EXTRAORDINARY GENERAL MEETING
HELD ON FRIDAY, 10 AUGUST 2007
At the extraordinary general meeting of PetroChina Company Limited held today,
the special resolutions to approve the proposed A Share Issue and authorize the
Board and its attorney to deal with matters in relation to the proposed A Share
Issue and the listing of A Shares as more particularly described in the Circular
(as defined below) were duly passed.
Reference is made to the announcement of PetroChina Company Limited (the
'Company ') dated 19 June 2007, the shareholders' circular of the Company (the
'Circular ') and the notice (the 'Notice ') of the Extraordinary General Meeting
(the 'EGM ') of the Company both dated 25 June 2007 relating to the proposed A
Share Issue and the authorization of the Board and its attorney to deal with
matters in relation to the proposed A Share Issue and the listing of A Shares as
more particularly described in the Circular. Unless otherwise defined herein,
terms used in this announcement shall have the same meanings as defined in the
Circular.
POLL RESULTS OF EGM
The Board is pleased to announce that the EGM was validly convened in compliance
with the requirements of the Company Law of the PRC and the Articles of the
Company.
At the EGM held today, voting of the proposed special resolutions in relation to
the proposed A Share Issue and authorization of the Board and its attorney to
deal with matters in relation to the proposed A Share Issue and the listing of A
Shares as set out in the Notice of the EGM and contained in the Circular
("Special Resolutions ') were taken on a poll.
1
The following Special Resolutions were duly passed by the Shareholders at the
EGM and the poll results are as follows:
Number of votes cast and percentage of
total number of votes cast
--------------------------------------
Special Resolutions For Against Passing rate
------------------------------------------------------------------------------------------------------------------------------------
1. 'THAT conditional upon the obtaining of approvals from 166,238,545,610 433,962,387 99.74%
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.
2
Number of votes cast and percentage of
total number of votes cast
--------------------------------------
Special Resolutions For Against Passing rate
------------------------------------------------------------------------------------------------------------------------------------
(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.
(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 sha l 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.
3
Number of votes cast and percentage of
total number of votes cast
--------------------------------------
Special Resolutions For Against Passing rate
------------------------------------------------------------------------------------------------------------------------------------
(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 166,649,885,197 20,886,800 99.99%
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 targetsubscribers, 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;
4
Number of votes cast and percentage of
total number of votes cast
--------------------------------------
Special Resolutions For Against Passing rate
------------------------------------------------------------------------------------------------------------------------------------
(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 limitatito 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;
(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;
5
Number of votes cast and percentage of
total number of votes cast
--------------------------------------
Special Resolutions For Against Passing rate
------------------------------------------------------------------------------------------------------------------------------------
(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' meetingand 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 shallbe effective
for a period of 12 months from the date of the
passing of this resolution."
At the date of the EGM:
(1) The issued share capital of the Company and total number of Shares
entitling the holders to attend and vote for or against the Special
Resolutions set out in 1 and 2 above at the EGM: 179,020,977,818 Shares
comprising 157,922,077,818 Domestic Shares and 21,098,900,000 H Shares.
(2) Shareholders or proxies representing 178,861,193,857 Shares with voting
rights, representing approximately 99.91% of the total issued share
capital of the Company attended the EGM.
(3) There were no Shares of the Company entitling the holders to attend and
vote only against the resolutions at the EGM.
(4) Hong Kong Registrars Limited, the Hong Kong share registrar of the
Company, was appointed as scrutineer for the purpose of the poll taken at
the EGM.
By the order of the Board
PETROCHINA COMPANY LIMITED
Li Huaiqi
Secretary to the Board
Beijing, the PRC
10 August 2007
As at the date of this announcement, the Board of Directors comprises Mr. Jiang
Jiemin as the 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.
6
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: August 14, 2007 By: /s/ Li Huaiqi
-----------------
Name: Li Huaiqi
Title: Secretary to the Board