Petrochina Co Ltd 6-K, filed Nov 13, 2023
Petrochina Co Ltd (PCCYF)
About this 6-K
Petrochina Co Ltd filed this 6-K on November 13, 2023.
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 2023
Commission File Number: 001-15006
PETROCHINA COMPANY LIMITED
9 Dongzhimen North Street, Dongcheng District
Beijing, The People’s Republic of China, 100007
(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 o
EXHIBITS
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Exhibit Number |
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| 99.1 | Resolutions passed at the 2023 first extraordinary general meeting and appointment of an executive director. | |
| 99.2 | List of directors and their roles and functions. | |
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: November 9, 2023 | By: |
/s/ WANG Hua | ||||||
| Name: | WANG Hua | |||||||
| Title: | CFO and Secretary to the Board of Directors | |||||||
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim 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 (a joint stock limited company incorporated in the People's Republic of China with limited liability) (Stock Code: 857) RESOLUTIONS PASSED AT THE 2023 FIRST EXTRAORDINARY GENERAL MEETING AND APPOINTMENT OF AN EXECUTIVE DIRECTOR ------------------------------------------------------------ The board of directors (the "Board") of PetroChina Company Limited (the "Company") is pleased to announce that the 2023 first extraordinary general meeting of the Company (the "EGM") was held on 9 November 2023 at 9:00 a.m and the resolutions set out below were duly passed. ------------------------------------------------------------ The Board also wishes to notify the shareholders of the Company (the "Shareholders") of details relating to the appointment of an executive Director. Resolutions Passed at the EGM Reference is made to the notice and circular (the "Circular") of the Company dated 20 September 2023 in relation to the EGM. Unless otherwise defined herein, capitalized terms used herein shall have the same meanings as those defined in the Circular. The Board is pleased to announce that the EGM was held at V-Continent Wuzhou Hotel, No. 8 North 4th Circle Middle Road, Chaoyang District, Beijing, the PRC on 9 November 2023 at 9:00 a.m.by way of physical meeting. The EGM was convened by the Board and chaired by Mr. Hou Qijun, Vice Chairman of the Board. Save for Mr. Dai Houliang, Mr. Duan Liangwei and Mr. Cai Jinyong, all other Directors attended the EGM. Save for Mr. Cai Anhui, Mr. Jiang Shangjun, Ms. Liao Guoqin, Mr. Fu Bin, Mr. Li Zhanming and Mr. Jin Yanjiang, all other Supervisors attended the EGM. The secretary to the Board and relevant members of the senior management of the Company also attended the EGM. The EGM was legally and 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, and the poll results are as follows: Ordinary Resolutions For Against Abstain Number of Percentage Number of Percentage Number of Percentage votes cast (%) votes cast (%) votes cast (%) 1. To consider and approve A Shares 6,122,910,878 99.571003 19,467,884 0.316587 6,912,400 0.112410 the following resolution in respect
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of continuing connected transactions: "THAT, as set out in the circular dated 20 September 2023 issued by the Company to its shareholders (the "Circular"): the new comprehensive agreement entered into between the Company and China National Petroleum Corporation ( )on 30 August 2023 (the "New Comprehensive Agreement") be and is hereby approved, ratified and confirmed; and the chief financial officer of the Company be and is hereby authorized to make any amendment to the New Comprehensive Agreement as he/she 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/her opinion may be necessary, desirable or expedient to implement and/or give effect to the terms of such transaction; and the non-exempt continuing connected transactions under the New Comprehensive Agreement and their proposed Oq) annual caps, which will be 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 approved." ------ ------------------------ --------- --------------- ----------- ------------ ---------- ----------- ----------- H Shares 9,999,610,804 90.633591 966,890,599 8.763618 66,506,000 0.602791 ------ ------------------------ --------- --------------- ----------- ------------ ---------- ----------- ----------- Total 16,122,521,682 93.832159 986,358,483 5.740550 73,418,400 0.427291 ------ ------------------------ --------- --------------- ----------- ------------ ---------- ----------- ----------- 2. To consider and approve A Shares 6,122,881,678 99.570528 19,467,784 0.316586 6,941,700 0.112886 the following resolution in respect of continuing connected transactions: "THAT, as set out in the Circular: the financial services agreement entered into between the Company and China Petroleum Finance Company Limited ( ) on 30 August 2023 (the "Financial Services Agreement") be and is hereby approved, ratified and confirmed; and the chief financial officer of the Company be and is hereby authorized to make any amendment to the Financial Services Agreement as he/she 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/her opinion may be necessary, desirable or expedient to implement and/or give effect to the terms of such transaction; and the non- ------ ------------------------ --------- --------------- ----------- ------------ ---------- ----------- ----------- H Shares 9,999,288,994 90.630674 966,913,877 8.763829 66,804,532 0.605497 ------ ------------------------ --------- --------------- ----------- ------------ ---------- ----------- ----------- Total 16,122,170,672 93.830116 986,381,661 5.740685 73,746,232 0.429199
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exempt continuing connected transactions under the Financial Services Agreement and their proposed annual caps, which will be 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 approved." ------ ------------------------ --------- --------------- ----------- ------------ ---------- ----------- ----------- 3. To consider and approve A Shares 157,028,531,980 99.971781 43,278,252 0.027553 1,046,500 0.000666 the resolution of the election of Mr. Zhang Daowei as a director of the Company. ------ ------------------------ --------- --------------- ----------- ------------ ---------- ----------- ----------- H Shares 10,417,218,267 94.418665 600,682,604 5.444414 15,106,532 0.136921 ------ ------------------------ --------- --------------- ----------- ------------ ---------- ----------- ----------- Total 167,445,750,247 99.607323 643,960,856 0.383068 16,153,032 0.009609 ------ ------------------------ --------- --------------- ----------- ------------ ---------- ----------- ----------- ----------------------------------------- --------------------------- ----------------------- ----------------------- Special Resolution For Against Abstain ----------------------------------------- --------------------------- ----------------------- ----------------------- ----------------------------------------- --------------- ----------- ------------ ---------- ----------- ----------- Number of Percentage Number of Percentage Number of Percentage votes cast (%) votes cast (%) votes cast (%) ----------------------------------------- --------------- ----------- ------------ ---------- ----------- ----------- ------ ------------------------ --------- --------------- ----------- ------------ ---------- ----------- ----------- 4. To consider and approve A Shares 157,069,761,332 99.998029 3,062,300 0.001950 33,100 0.000021 the resolution of the amendments to the rules of procedures and organization of the supervisory committee of the Company. H Shares 11,004,721,073 99.743621 13,179,798 0.119458 15,106,532 0.136921 Total 168,074,482,405 99.981332 16,242,098 0.009662 15,139,632 0.009006 As more than half of the votes were cast in favour of the above resolutions numbered 1 to 3, those resolutions were duly passed as ordinary resolutions. As more than two-thirds of the votes were cast in favour of the above resolution numbered 4, this resolution was duly passed as a special resolution. As at the date of the EGM: (1) CNPC and its associates hold 150,923,565,570 A Shares and 291,518,000 H Shares. Pursuant to the Circular, CNPC and its associates were required to and did abstain from voting on the above resolutions numbered 1 and 2. (2) in respect of the above resolutions numbered 1 and 2, the total number of Shares entitling the holders to attend and vote for or against or abstain from voting at the EGM was 31,805,894,248 (including 10,998,512,248 A Shares and 20,807,382,000 H Shares); in respect of the above resolutions numbered 3 and 4, the total number of Shares entitling the holders to attend and vote for or against or abstain from voting at the EGM was 183,020,977,818 (including 161,922,077,818 A Shares and 21,098,900,000 H Shares). (3) save as disclosed above, (a) none of the Shareholders have stated their intentions in the Circular to vote against or to abstain from voting on any of the resolutions at the EGM, (b) there were no Shares entitling the holders to attend and abstain from voting in favour of the resolutions at the EGM as set out in Rule 13.40 of the HKEx Listing Rules, or (c) no Shareholders were required under the HKEx Listing Rules to abstain from voting on any resolutions at the EGM. None of the Shareholders voted but are excluded from calculating the poll results of the EGM. (4) information on the Shareholders and proxies who attended and voted at the EGM is as follows: Number of Shareholders and proxies who attended and voted at the EGM 628 of which: A Shares 627 H Shares 1 Total number of voting Shares held by such attending Shareholders and proxies 168,105,864,135 of which: A Shares 157,072,856,732 H Shares 11,033,007,403 Percentage of such voting Shares held by such attending Shareholders and proxies 91.850599 accounting for the total number of voting Shares (%)
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of which: A Shares (%) 85.822324 H Shares (%) 6.028275 The poll results were subject to scrutiny by representatives of Shareholders, Cai Yong, Supervisor, Gao Yimin and Yang Qianqian of King & Wood Mallesons and Li Jia of Computershare Hong Kong Investor Services Limited. Computershare Hong Kong Investor Services Limited acted as the scrutineer for the vote-counting. Appointment of An Executive Director The Board is pleased to announce that Mr. Zhang Daowei was elected as an executive Director with immediate effect. The biographical details of Mr. Zhang Daowei are as follows: Mr. Zhang Daowei, aged 50, is a senior vice president of the Company and a member of the Party committee and vice general manager of CNPC. Mr. Zhang Daowei is a professor-level senior engineer with a doctorate degree. Since December 2015, he has successively served as the deputy general manager and executive deputy general manager of the Qinghai Oilfield Branch, the Party secretary, general manager and executive director of Southwest Oilfield Branch, general manager of the Exploration and Production Branch, general manager of the Crude Oil Marketing Branch, executive director of the Exploration and Production Branch and executive director of Oil, Gas and New Energy Branch. He was appointed as a vice president of the Company in June 2022, a member of the Party committee and vice general manager of CNPC in May 2023 and a senior vice president of the Company in June 2023. Save as disclosed above, as at the date of this announcement, Mr. Zhang Daowei (i) has not held any directorship in any other listed companies in the past three years; (ii) does not have any relationship with any other Director, Supervisor, senior management, substantial shareholder or controlling shareholder of the Company; and (iii) does not have any interest in the Shares within the meaning of Part XV of SFO. Save as disclosed above, as at the date of this announcement, there is no other information on Mr. Zhang Daowei that needs to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the HKEx Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders. By order of the Board PetroChina Company Limited Company Secretary WANG Hua Beijing, the PRC 9 November 2023 As at the date of this announcement, the Board comprises Mr. Dai Houliang as Chairman; Mr. Hou Qijun as Vice Chairman and non-executive Director; Mr. Duan Liangwei and Mr. Xie Jun as non-executive Directors; Mr. Huang Yongzhang, Mr. Ren Lixin and Mr. Zhang Daowei as executive Directors; and Mr. Cai Jinyong, Mr. Jiang, Simon X., Mr. Zhang Laibin, Ms. Hung Lo Shan Lusan and Mr. Ho Kevin King Lun as independent non-executive Directors.
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PETROCHINA COMPANY LIMITED
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code：857)
LIST OF DIRECTORS AND THEIR ROLES AND FUNCTIONS
The members of the board of directors (the “Board”) of PetroChina Company Limited are set out below:
Chairman：Dai Houliang
Vice Chairman and Non-Executive Director：Hou Qijun
Non-Executive Directors：
Duan Liangwei
Xie Jun
Executive Directors：
Huang Yongzhang
Ren Lixin
Zhang Daowei
Independent Non-Executive Directors：
Cai Jinyong
Jiang, Simon X.
Zhang Laibin
Hung Lo Shan Lusan
Ho Kevin King Lun
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The Board has established five Board Committees. The table below provides membership information of these Board Committees on which certain Board members serve:
|
Board Committee
Director |
Nomination Committee | Audit Committee | Investment and Development Committee | Examination and Remuneration Committee | Sustainable Development Committee |
| Dai Houliang | C | ||||
| Hou Qijun | C | ||||
| Duan Liangwei | M | M | |||
| Xie Jun | M | ||||
| Huang Yongzhang | M | C | |||
| Ren Lixin | M | ||||
| Zhang Daowei | |||||
| Cai Jinyong | M | C | |||
| Jiang, Simon X. | M | M | |||
| Zhang Laibin | M | ||||
| Hung Lo Shan Lusan | C | ||||
| Ho Kevin King Lun | M |
Notes:
| C | Chairman of the relevant Board Committees |
| M | Member of the relevant Board Committees |
Beijing, the PRC
9 November 2023
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