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- ________)
PetroChina Company Limited (the "Registrant") is furnishing under the
cover of Form 6-K the Registrant's announcement with respect to its proposed A
share offering.
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 company incorporated in the People's Republic of China
with limited liability)
(Stock Code: 857)
PROPOSED A SHARE ISSUE
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PROPOSED A SHARE ISSUE
The Board is pleased to announce that at a meeting of the Board held on 19 June
2007, it was resolved that, subject to Shareholders' approval, 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. The Company will also apply to the Shanghai Stock Exchange for the
listing of such A Shares. 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. The net proceeds from the A Share Issue, after deducting
relating 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.
DESPATCH OF CIRCULAR
A circular containing, among other things, details of the A Share Issue and
notice to Shareholders convening the EGM for approving the A Share Issue will be
despatched to Shareholders as soon as practicable.
There is no assurance that the A Share Issue will proceed. Investors are advised
to exercise caution in dealing in the H Shares. Further details about the A
Share Issue will be disclosed by the Company in newspapers in the PRC when the A
Share Issue materializes and the relevant information will be disclosed by the
Company in newspapers in Hong Kong concurrently in accordance with the Listing
Rules.
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PROPOSED A SHARE ISSUE
1. General
The Board is pleased to announce that at a meeting of the Board 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,
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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 and the H Shares underlying
American Depository Shares are listed on The New York Stock Exchange.
2. Structure of the A Share Issue
Type of securities to A Shares
be issued:
Number of A Shares: Not more than 4 billion A Shares (inclusive of
the 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 The A Shares to be issued are listed Domestic
A Shares: 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 Shares 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.
Methods 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 The issue price for the A Share Issue will be
determining determined based on the prevailing conditions of
the issue price: the PRC securities market at the time when the A
Share Issue takes place by way of market
consultation.
The issue price and the amount to be raised from
the A Share Issue cannot be ascertained as at
the date of this announcement nor at the time
when the circular is despatched to Shareholders
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 relating 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.
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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, 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 resolution 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.
4. Effect of the A Share Issue on the Company's shareholding structure
Set out below is the shareholding structure of the Company as at the date
of this announcement 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, investors are cautioned that 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 the
of this announcement 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
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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.
CIRCULAR
A circular containing, among other things, details of the A Share Issue and
notice to Shareholders convening the EGM for approving the A Share Issue will be
despatched to Shareholders as soon as practicable.
There is no assurance that the A Share Issue will proceed. Investors are advised
to exercise caution in dealing in the H Shares. Further details about the A
Share Issue will be disclosed by the Company in newspapers in the PRC when the A
Share Issue materializes and the relevant information will be disclosed by the
Company in newspapers in Hong Kong concurrently in accordance with the Listing
Rules.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following terms
shall 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 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
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"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
"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
"PRC" the People's Republic of China, excluding, for the
purpose of this announcement 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
"Shares" Domestic Shares and/or H Shares
By Order of the Board
PetroChina Company Limited
Li Huaiqi
Secretary to the Board
Beijing, the PRC, 19 June 2007
As at the date of this announcement, the Board 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.
* For identification purposes only
Please also refer to the published version of this announcement in South China
Morning Post.
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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 20, 2007 By: /s/ Li Huaiqi
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Name: Li Huaiqi
Title: Secretary to the Board