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 October 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- )
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PetroChina Company Limited (the "Registrant") is furnishing under the cover
of Form 6-K the Registrant's announcement with respect to the ordinary
resolutions passed at the Second Extraordinary General Meeting of 2008 on
October 21, 2008.
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: October 22, 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 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)
ORDINARY RESOLUTIONS PASSED AT THE SECOND EXTRAORDINARY GENERAL MEETING OF 2008
ON 21 OCTOBER 2008
The Board of Directors announces that the Second Extraordinary General Meeting
of 2008 was held in Beijing on 21 October 2008 and the resolutions as set out
below were duly passed as ordinary resolutions.
RESOLUTIONS PASSED AT THE SECOND EXTRAORDINARY GENERAL MEETING OF 2008 ("EGM")
References are made to the notice of the EGM and the circular (the "Circular")
of PetroChina Company Limited (the "Company") in relation to the renewal of
continuing connected transactions in respect of 2009 to 2011 and the revision of
caps of continuing connected transactions in respect of 2008 dated 5 September
2008. 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 EGM was held at Crowne Plaza Beijing Park View Wuzhou Hotel,
No. 8 North Si Huan Zhong Road, Chaoyang District, Beijing, the People's
Republic of China ("PRC"), on 21 October 2008 at 9 a.m.
The EGM was validly convened in compliance with the requirements of the Company
Law of the PRC and the Articles of Association.
At the EGM, the following resolutions were considered and approved by way of
poll by a simple majority vote, and the poll results of the votes are as
follows:
NUMBER OF VOTES CAST AND PERCENTAGE OF
TOTAL NUMBER OF VOTES CAST
--------------------------------------------------------------
PASSING
ORDINARY RESOLUTIONS FOR AGAINST ABSTAIN RATE
--------------------------------------- ------------------- ---------------- ------------ ------------
1 (a) the New Comprehensive 4,021,422,801 3,726,813,245 6,232,782 51.8594%
Agreement entered into between
the Company and China National
Petroleum Corporation be and is
hereby approved, ratified and
confirmed;
(b) the Non-Exempt Continuing
Connected Transactions and the
Proposed Caps of the
NUMBER OF VOTES CAST AND PERCENTAGE OF
TOTAL NUMBER OF VOTES CAST
--------------------------------------------------------------
PASSING
ORDINARY RESOLUTIONS FOR AGAINST ABSTAIN RATE
--------------------------------------- ------------------- ---------------- ------------ ------------
Non-Exempt Continuing
Connected Transactions under the
New Comprehensive Agreement
and the Revised Non-Exempt
Annual Caps, which the Company
expects to occur in the ordinary
and usual course of business of
the Company and its subsidiaries,
as the case may be, and to be
conducted on normal commercial
terms, be and are hereby generally
and unconditionally approved;
and
(c) the execution of the New
Comprehensive Agreement by
Mr. Zhou Mingchun, Chief
Financial Officer for and on
behalf of the Company be and is
hereby approved, ratified and
confirmed and that Mr. Zhou
Mingchun be and is hereby
authorised to make any
amendment to the New
Comprehensive Agreement as he
thinks desirable and necessary and
to do all such further acts and
things and execute such further
documents and take all such steps
which in his opinion may be
necessary, desirable or expedient
to implement and/or give effect to
the terms of such transactions.
2 (a) the supplemental agreement to the 165,720,129,670 190,686,614 6,005,582 99.8815%
CRMSC Products and Services
Agreement between the Company
and China Railway Materials and
Suppliers Corporation be and is
hereby approved, ratified and
confirmed;
(b) the Non-Exempt Continuing
Connected Transactions under,
and the Proposed Caps in respect
of, the supplemental agreement to
the CRMSC Products and
Services Agreement which the
Company expects to occur in the
ordinary and usual course of
business of the Company and its
subsidiaries, as the case may be,
and to be conducted on normal
commercial terms, be and are
hereby generally and
unconditionally approved; and
(c) the execution of the CRMSC
Products and Services Agreement
by Mr. Zhou Mingchun, Chief
Financial Officer for and on
NUMBER OF VOTES CAST AND PERCENTAGE OF
TOTAL NUMBER OF VOTES CAST
--------------------------------------------------------------
PASSING
ORDINARY RESOLUTIONS FOR AGAINST ABSTAIN RATE
--------------------------------------- ------------------- ---------------- ------------ ------------
behalf of the Company be and is
hereby approved, ratified and
confirmed and that Mr. Zhou
Mingchun, be and is hereby
authorised to make any
amendment to the CRMSC
Products and Services Agreement
as he thinks desirable and
necessary and to do all such
further acts and things and
execute such further documents
and take all such steps which in
his opinion may be necessary,
desirable or expedient to
implement and/or give effect to
the terms of such transactions.
As at the date of the EGM:
(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 above at the EGM: 183,020,977,818 Shares comprising 161,922,077,818 A
Shares and 21,098,900,000 H Shares.
(2) Shareholders or proxies representing 179,496,651,840 Shares with voting
rights, representing approximately 98.07% of the total issued share capital
of the Company attended the EGM.
(3) China National Petroleum Corporation has abstained from voting in respect
of Resolution No. 1.
(4) There were no Shares of the Company entitling the holders to attend and
vote only against the resolutions at the EGM.
(5) The poll results were subject to scrutiny by Mr. Yang Kun and Mr. Fan
Yinpeng, shareholders of A Shares, Mr. Qin Gang, supervisor of the Company,
Ms. Gao Yimin of King and Wood, the PRC legal advisors of the Company and
Messrs. Deloitte Touche Tohmatsu. Messrs. Deloitte Touche Tohmatsu acted as
the scrutineer and compared the poll result summary to the poll forms
collected and provided by the Company. 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.
By order of the Board
PETROCHINA COMPANY LIMITED
LI HUAIQI
Secretary to the Board
21 October 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 (Vice Chairman) and Mr Liao Yongyuan as
executive Directors; Mr Wang Yilin, Mr Zeng Yukang, Mr Wang Fucheng, Mr Li
Xinhua, Mr Wang Guoliang and Mr Jiang Fan as non-executive Directors; and Mr
Chee-Chen Tung, Mr Liu Hongru, Mr Franco Bernabe, Mr Li Yongru and Mr CuiJunhui
as independent non-executive Directors.