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 November 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 the poll results of
the Extraordinary General Meeting held on November 1, 2006.
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: November 3, 2005 By: /s/ Li Huaiqi
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Name: Li Huaiqi
Title: Company Secretary
[PetroChina's Logos]
POLL RESULTS
OF THE EXTRAORDINARY GENERAL MEETING
HELD ON 1 NOVEMBER 2006
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At the extraordinary general meeting of PetroChina Company Limited held on 1
November 2006, the resolutions to approve the continuing connected transactions,
revision of existing caps of continuing connected transactions and amendments to
the Articles (as defined below) as more particularly described in the Circular
(as defined below) were duly passed.
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Reference is made to the announcement of PetroChina Company Limited (the
"COMPANY") dated 23 August 2006, the shareholders' circular of the Company (the
"CIRCULAR") and the notice of the Extraordinary General Meeting (the "EGM") of
the Company both dated 14 September 2006 relating to the continuing connected
transactions, revision of existing caps of continuing connected transactions and
amendments to the articles of association of the Company (the "ARTICLES") 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 THE EGM
The board of directors of the Company (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.
At the EGM held on 1 November 2006, voting of the proposed ordinary resolutions
in relation to the continuing connected transactions and revision of existing
caps of continuing connected transactions and the proposed special resolution in
relation to the amendments to the Articles were taken on a poll. CNPC and its
associates abstained from voting on the resolutions set out in 1 to 3 below.
The following 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
VOTE CAST
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RESOLUTIONS FOR AGAINST PASSING RATE
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1. THAT the continuing connected transactions 11,957,978,379 2,269,900 99.981%
arising as a result of the acquisition of a 67%
interest in PetroKazakhstan Inc. by the Company
through CNPC Exploration and Development
Company Limited ("Acquisition"), as set out in
the Circular of the Company dated 14 September
2006 ("Circular"), which will fall within the
scope of the amended comprehensive agreement
as approved by the independent shareholders of
the Company on 8 November 2005 ("Amended
Comprehensive Agreement"), and are expected
to occur on a regular and continuous basis in the
ordinary and usual course of business of the
Company and its subsidiaries, as the case maybe,
and to be conducted on normal commercial
terms, be and are hereby generally and
unconditionally approved.
2. THAT the proposed revision to the existing 11,943,727,079 3,735,000 99.969%
annual caps for the three years from 1
January 2006 to 31 December 2008 of each of
the continuing connected transactions under
the Amended Comprehensive Agreement as a
result of the Acquisition, as set out in the
Circular, be and hereby approved, ratified
and confirmed.
3. THAT the proposed revision to the existing 11,943,826,879 3,635,200 99.970%
annual caps for the three years from 1 January
2006 to 31 December 2008 of each of the
continuing connected transactions under the
Amended Comprehensive Agreement as a result
of changes to the Company's production and
operational environment, as set out in the
Circular, be and hereby approved, ratified and
confirmed.
4. THAT the proposed revision to the existing 169,865,529,297 4,010,600 99.998%
annual caps for the three years from 1 January
2006 to 31 December 2008 in respect of the
products and services to be provided by the
Company and its subsidiaries to China Railway
Materials and Suppliers Corporation ("CRMSC")
pursuant to the agreement dated 1 September
2005 entered into between the Company and
CRMSC in relation to the provision of certain
products and services, as set out in the Circular,
be and hereby approved, ratified and confirmed.
5. As a special resolution, THAT the proposed 169,884,074,497 4,288,400 99.997%
amendments to the articles of association of
the Company as set out in the Circular be and
hereby generally and unconditionally approved.
The board of directors of the Company should
be authorized, as proposed to be approved at
the EGM, to make such modifications to the
proposed amendments to the articles of
association as required by the relevant
regulatory bodies of the PRC.
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At the date of the EGM:
(1) The issued share capital of the Company and the total number of share
entitling the holder to attend and vote for or against the resolutions set
out in 1 to 3 above at the EGM: 21,098,900,000 H shares.
(2) The issued share capital of the Company and the total number of share
entitling the holder to attend and vote for or against the resolutions set
out in 4 and 5 above at the EGM: 157,922,077,818 domestic shares and
21,098,900,000 H shares.
(3) Shareholders or proxies representing 178,864,254,091 share with voting
rights, representing approximately 99.91% of the total issued share capital
of the Company attended the EGM.
(4) There were no shares of the Company entitling the holders to attend and
vote only against the resolutions at the EGM.
(5) As disclosed in the Circular, CNPC and its associates abstained from voting
on the resolutions set out in 1 to 3 above at the EGM.
(6) The poll results were subject to scrutiny by Messrs. Deloitte Touche
Tohmatsu and Mr. Guo Jinping and Mr. Jiang Lixin 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.
By order of the Board of
PETROCHINA COMPANY LIMITED
LI HUAIQI
Secretary to the Board
Beijing, the PRC
1 November 2006
As at the date of this announcement, our Chairman is Mr. Chen Geng; our Vice
Chairman is Mr. Jiang Jiemin; our Executive Directors are Messrs Su Shulin and
Duan Wende; our Non-executive Directors are Messrs Zheng Hu, Zhou Jiping, Wang
Yilin, Zeng Yukang, Gong Huazhang and Jiang Fan; and our Independent
Non-executive Directors are Messrs Chee-Chen Tung, Liu Hongru and Franco
Bernabe.
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"Please also refer to the published version of this announcement in the South
China Morning Post."
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