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 May 2006
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
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(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
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(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 resolutions
passed at the Annual General Meeting for the year 2005 and payment of the final
dividend.
(PETROCHINA 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)
RESOLUTIONS PASSED AT THE ANNUAL GENERAL MEETING FOR THE YEAR 2005 AND
PAYMENT OF THE FINAL DIVIDEND
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Reference is made to the notice of annual general meeting and the circular of
the Company, both dated April 10, 2006.
The Board of Directors announces that the Annual General Meeting was held in
Beijing on May 26, 2006 and the resolutions as set out below were duly passed.
The Board of Directors also wishes to notify shareholders of the details
relating to the payment of the final dividend.
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RESOLUTIONS PASSED AT THE ANNUAL GENERAL MEETING ("AGM")
Reference is made to the notice of annual general meeting and the circular of
PetroChina Company Limited (the "Company"), both dated April 10, 2006.
The board of directors (the "Board of Directors") of the Company is pleased to
announce that the AGM of the Company for the year 2005 was held at Kempinski
Hotel, No.50 Liangmaqiao Road, Chaoyang District, Beijing, the People's Republic
of China ("PRC"), on May 26, 2006.
The Annual General Meeting was validly convened in compliance with the
requirements of the Company Law of the PRC and the articles of association of
the Company.
At the AGM, the following resolutions were considered and approved, and the
results of the votes are as follows:
NUMBER OF VOTES CAST AND
PERCENTAGE OF TOTAL NUMBER OF
VOTES CAST
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RESOLUTIONS FOR AGAINST PASSING RATE
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1. Approve the Report of the Board of Directors of the 166,733,578,886 10,744,700 99.994%
Company for the year 2005.
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2. Approve the Report of the Supervisory Committee of the 166,733,326,286 10,997,300 99.993%
Company for the year 2005.
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3. Approve the Audited Financial Statements of the Company 166,735,689,286 11,373,300 99.993%
for the year 2005.
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4. Approve the declaration and payment of a final dividend 167,135,083,008 2,618,800 99.998%
for the year ended 31 December 2005 in the amount and in
the manner recommended by the Board of Directors.
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5. Approve the authorisation of the Board of Directors to 167,132,444,308 3,700,200 99.998%
determine the distribution of interim dividend for the
year 2006.
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6. Approve the continuation of appointment of 167,120,953,908 11,722,600 99.993%
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 2006 and to authorise the
Board of Directors to fix their remuneration.
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7. Approve the re-election of Mr. Zheng Hu as a Director of 167,074,357,108 48,467,400 99.971%
the Company.
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8. Approve the re-election of Mr. Franco Bernabe as an 167,103,502,508 19,322,000 99.988%
independent non-executive Director of the Company.
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9. As a special resolution, to grant a general mandate to 161,759,270,685 5,384,368,573 96.779%
the Board of Directors to separately or concurrently
issue, allot and deal with additional domestic shares
and overseas listed foreign shares in the Company not
exceeding 20% of each of its existing domestic shares
and overseas listed foreign shares of the Company in
issue.
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At the date of the AGM:
(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 AGM: 179,020,977,818 Shares.
(2) 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 AGM: 157,922,077,818 domestic shares and 21,098,900,000 H
Shares.
(3) Shareholders or proxies representing 178,870,959,549 Shares with voting
rights, representing approximately 99.92% of the total issued share capital
of the Company attended the AGM.
(4) There were no shares of the Company entitling the holders to attend and
vote only against the resolutions at the AGM.
(5) The poll results were subject to scrutiny by Messrs. Deloitte Touche
Tohmatsu and Mr. Jiang Lixin and Mr. He Jia of the Company. Deloitte Touche
Tohmatsu's work was limited to certain procedures requested by the Company
to agree the poll results summary prepared by the Company to poll forms
collected and provided by the Company to Deloitte Touche Tohmatsu. 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.
PAYMENT OF THE FINAL DIVIDEND
The Board of directors also wishes to notify shareholders that details of the
payment of the final dividend are as follows:
The Company will pay a final dividend of RMB0.180325 per share (inclusive of
applicable tax) for the year ended December 31, 2005. The payment shall be made
to shareholders whose names appeared on the register of members of the Company
at close of business on May 26, 2006. According to Article 149 of the articles
of association of the Company, dividends payable to the Company's shareholders
shall be declared in RMB, and dividends payable to holders of State-owned shares
shall be paid in RMB while dividends payable to holders of H shares shall be
paid in Hong Kong dollars and the following formula shall apply for the purpose
of calculating the Hong Kong dollar equivalent of the amount of final dividend
payable per H share:
2
Final dividend per share in RMB
Conversation rate for final dividend per -------------------------------------------------------------------
share Average of the closing exchange rates for RMB to Hong Kong
(RMB to Hong Kong dollars) = dollar as announced by the People's Bank of China for the week
before May 26, 2006
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The average of the closing exchange rates for RMB to Hong Kong dollar as
announced by the People's Bank of China for the week prior to May 26, 2006, that
is the date of the AGM at which the final dividend is declared, is RMB1.0343 to
HK$1.00. Accordingly, the amount of final dividend payable per H share is
HK$0.174345.
The Company has appointed Bank of China (Hong Kong) Trustees Limited as the
receiving agent in Hong Kong (the "Receiving Agent") and will pay to such
Receiving Agent the final dividend declared for payment to holders of H shares.
The final dividend will be paid by the Receiving Agent on or about June 9, 2006,
and will be despatched on the same day to holders of H shares entitled to
receive such dividend by ordinary post and at their own risk.
By order of the Board
PetroChina Company Limited
LI HUAIQI
Secretary to the Board
May 26, 2006
Beijing, the PRC
As at the date of this notice, the Board comprises Mr. Chen Geng as the
Chairman; Mr. Jiang Jiemin as the Vice Chairman, Mr. Su Shulin and Mr. Duan
Wende as executive Directors; 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.
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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: May 30, 2005 By: /s/ Li Huaiqi
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Name: Li Huaiqi
Title: Company Secretary