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 2005
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 poll results of its
Extraordinary General Meeting held on November 8, 2005.
("PETROCHINA LOGO")
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 8 NOVEMBER 2005
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At the extraordinary general meeting of PetroChina Company Limited held today,
the resolutions to approve the continuing connected transactions and the
re-election and new appointment of directors and supervisors 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 1 September 2005, 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 22 September 2005 relating to the
continuing connected transactions and the re-election and new appointment of
directors and supervisors 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
association of the Company.
At the EGM held today, voting of the proposed ordinary resolutions in relation
to the continuing connected transactions as set out in the notice of the EGM and
contained in the Circular ("ORDINARY RESOLUTIONS") were taken on a poll. CNPC
and its associates abstained from voting on the resolutions in connection with
the Ordinary Resolutions set out in 12, 14 and 15 below.
The following Ordinary Resolutions were duly passed by the shareholders at the
EGM and the poll results are as follows:
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NUMBER OF VOTES CAST
AND PERCENTAGE OF
TOTAL NUMBER OF VOTES CAST
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PASSING
ORDINARY RESOLUTIONS FOR AGAINST RATE
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1. THAT the appointment of Mr. Su Shulin as a director of the
Company which is to take effect immediately upon the close of
this meeting, be and is hereby approved. 165,943,527,022 51,456,100 99.97%
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2. THAT the appointment of Mr. Gong Huazhang as a director of
the Company which is to take effect immediately upon the close
of this meeting, be and is hereby approved. 162,689,188,051 3,297,151,271 98.01%
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3. THAT the appointment of Mr. Wang Yilin as a director of the
Company which is to take effect immediately upon the close of this
meeting, be and is hereby approved. 162,688,450,051 3,298,293,271 98.01%
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4. THAT the appointment of Mr. Zeng Yukang as a director of the
Company which is to take effect immediately upon the close of this
meeting, be and is hereby approved. 162,688,450,051 3,298,293,271 98.01%
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5. THAT the appointment of Mr. Jiang Fan as a director of the
Company which is to take effect immediately upon the close of this
meeting, be and is hereby approved. 165,959,161,022 35,822,100 99.98%
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6. THAT the appointment of Mr. Chee-Chen Tung as an independent
director of the Company which is to take effect immediately upon
the close of this meeting, be and is hereby approved. 165,993,961,118 33,514,900 99.98%
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7. THAT the appointment of Mr. Liu Hongru as an independent
director of the Company which is to take effect immediately upon
the close of this meeting, be and is hereby approved. 165,998,785,718 28,670,300 99.98%
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8. THAT the appointment of Mr. Wang Fucheng as a supervisor of
the Company which is to take effect immediately upon the close of
this meeting, be and is hereby approved. 165,958,604,518 44,901,500 99.97%
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9. THAT the appointment of Mr. Wen Qingshan as a supervisor of
the Company which is to take effect immediately upon the close of
this meeting, be and is hereby approved. 165,993,257,418 34,198,600 99.98%
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10. THAT the appointment of Mr. Li Yongwu as an independent
supervisor of the Company which is to take effect immediately upon
the close of this meeting, be and is hereby approved. 165,968,445,618 35,060,400 99.98%
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11. THAT the appointment of Mr. Wu Zhipan as an independent
supervisor of the Company which is to take effect immediately upon
the close of this meeting, be and is hereby approved. 166,003,554,518 23,901,500 99.99%
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12. THAT the agreement dated 1 September 2005 entered into between
the Company and China National Petroleum Corporation in relation
to certain amendments of the comprehensive products and services
agreement dated 10 March 2000 ("SECOND SUPPLEMENTAL COMPREHENSIVE
AGREEMENT"), a copy of which has been initialed by the Chairman
and for the purpose of identification marked "A", be and is hereby
approved, ratified and confirmed and the chief financial officer
of the Company, Wang Guoliang, be and is hereby authorized to do
all such further acts and things and execute such further documents
or supplemental agreements or deeds on behalf of the Company 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 the Second Supplemental Comprehensive Agreement and to make and
agree with such changes in the terms of the Second Comprehensive
Agreement as he may in his discretion consider necessary,
desirable and expedient and in the interest of the Company. 4,523,755,021 3,512,370,579 56.29%
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13. THAT the agreement dated 1 September 2005 entered into between
the Company and China Railway Materials and Supplies Corporation
("CRMSC") in relation to the provision of certain products and
services ("CRMSC PRODUCTS AND SERVICES AGREEMENT"), a copy of
which has been initialed by the Chairman and for the purpose of
identification marked "B", be and is hereby approved, ratified and
confirmed and the chief financial officer of the Company, Wang
Guoliang, be and is hereby authorized to do all such further acts
and things and execute such further documents or supplemental
agreements or deeds on behalf of the Company 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 the CRMSC Products
and Services Agreement and to make and agree with such changes in
the terms of the CRMSC Products and Services Agreement as he may
in his discretion consider necessary, desirable and expedient and
in the interest of the Company. 165,941,108,418 5,989,600 99.99%
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14. THAT the ongoing connected transactions, as set out in the
circular of the Company dated 22 September 2005 ("CIRCULAR"),
which the Company expects 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 may be, and to be conducted on
normal commercial terms, be and are hereby generally and
unconditionally approved. 4,843,448,886 3,183,776,714 60.34%
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15. THAT the proposed annual caps of each of the ongoing connected
transactions (except the proposed annual limit in respect of the
products and services to be provided by the Group to CRMSC pursuant
to the CRMSC Products and Services Agreement) as set out in the
Circular be and are hereby approved, ratified and confirmed. 4,750,988,386 3,260,007,214 59.31%
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16. THAT the proposed annual caps in respect of the products and
services to be provided by the Group to CRMSC pursuant to the
CRMSC Products and Services Agreement as set out in the Circular
be and are hereby approved, ratified and confirmed. 165,964,170,918 6,377,100 99.99%
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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 Ordinary
Resolutions set out in 12, 14 and 15 above at the EGM: 21,098,900,000 H
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 Ordinary
Resolutions set out in 1 to 11, 13 and 16 above at the EGM: 157,922,077,818
domestic shares and 21,098,900,000 H Shares.
(3) Shareholders or proxies representing 178,868,821,229 Shares with voting
rights, representing approximately 99.92% 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 Ordinary Resolutions set out in 12, 14 and 15 above at the EGM.
(6) HKSCC 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 BOARDS
Beijing, the PRC
8 November 2005
As at the date of this announcement, the Board of Directors comprises Mr. Chen
Geng as the Chairman, Mr. Jiang Jiemin as Vice Chairmen, 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.
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 9, 2005 By: /s/ Li Huaiqi
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Name: Li Huaiqi
Title: Company Secretary