6-K
PETROCHINA CO LTD (PCCYF)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 ****
FORM 6-K
REPORT OFFOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of April 2022
Commission File Number: 001-15006
PETROCHINA COMPANY LIMITED
9 DongzhimenNorth 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 ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
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 ☒
(If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- )
EXHIBITS
Exhibit Number
99.1 First quarterly report of 2022;
99.2 Proposed election and appointment of director and supervisors, etc.;
99.3 Updated list of directors.
FORWARD-LOOKING STATEMENTS
This announcement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual results may differ materially from information contained in these forward-looking statements as a result of a number of factors.
We do not intend to update or otherwise revise the forward-looking statements in this announcement, whether as a result of new information, future events or otherwise. Because of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this announcement might not occur in the way we expect, or at all.
You should not place undue reliance on any of these forward-looking statements.
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: April 29, 2022 | By: | /s/ CHAI Shouping |
| Name: | CHAI Shouping | |
| Title: | CFO and Secretary to the Board of Directors |
EX-99.1
Exhibit 99.1
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make norepresentation 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)
(Hong Kong Stock Exchange Stock Code: 857; Shanghai Stock Exchange Stock Code: 601857)
ANNOUNCEMENT
FirstQuarterly Report of 2022
| 1. | Important Notice |
|---|---|
| 1.1 | The Board of Directors of PetroChina Company Limited (the “Company”), the Supervisory Committee and<br>the Directors, Supervisors and Senior Management of the Company warrant the truthfulness, accuracy and completeness of the information contained in this quarterly report and there are no material omissions from, or misrepresentation or misleading<br>statements, and jointly and severally accept full responsibility for such quarterly report. |
| --- | --- |
| 1.2 | This quarterly report has been considered and approved at the fifteenth meeting of the^^eighth session of the Board of the Company. All Directors attended this meeting of the Board of Directors. |
| --- | --- |
| 1.3 | Mr. Dai Houliang, Chairman of the Board, Mr. Huang Yongzhang, Director and President of the Company,<br>and Mr. Chai Shouping, Chief Financial Officer of the Company, warrant the truthfulness, accuracy and completeness of the financial information set out in this quarterly report. |
| --- | --- |
| 1.4 | The financial statements of the Company and its subsidiaries (the “Group”) have been prepared in<br>accordance with the China Accounting Standards (“CAS”) and the International Financial Reporting Standards (“IFRS”), respectively. The financial statements set out in this quarterly report are unaudited. |
| --- | --- |
1
| 2. | Basic Data of the Company | |||||||
|---|---|---|---|---|---|---|---|---|
| 2.1 | Key Financial Data and Financial Indicators | |||||||
| --- | --- | |||||||
| 2.1.1 | Key Financial Data and Financial Indicators Prepared under IFRS | |||||||
| --- | --- | |||||||
| Unit: RMB Million | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Items | As at the end of<br>the reporting period | As at the end of<br>the preceding year | Changes from the end of thepreceding year to the end ofthe reporting period | |||||
| Total assets | 2,610,802 | 2,502,262 | 4.3 | % | ||||
| Equity attributable to owners of the Company | 1,303,799 | 1,263,561 | 3.2 | % | ||||
| Items | From the beginning of theyear to the end of thereporting period | From the beginning of thepreceding year to the end ofthe preceding reporting period | Changes over the sameperiod of the preceding year | |||||
| Net cash flows generating from/(used for) operating activities | 84,425 | (1,800 | ) | 86,225 | ||||
| Items | From the beginning of theyear to the end of thereporting period | From the beginning of thepreceding year to the end ofthe preceding reportingperiod | Changes over the sameperiod of the preceding year | |||||
| Revenue | 779,368 | 551,923 | 41.2 | % | ||||
| Net profit attributable to owners of the Company | 39,060 | 27,721 | 40.9 | % | ||||
| Return on net assets (%) | 3.0 | 2.2 | 0.8 percentage point | |||||
| Basic earnings per share (RMB Yuan) | 0.21 | 0.15 | 40.9 | % | ||||
| Diluted earnings per share (RMB Yuan) | 0.21 | 0.15 | 40.9 | % |
2
| 2.1.2 | Key Financial Data and Financial Indicators Prepared under CAS | |||||||
|---|---|---|---|---|---|---|---|---|
| Unit: RMB Million | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Items | As at the end of<br>the reporting period | As at the end of<br>the preceding year | Changes from the end of thepreceding year to the end ofthe reporting period | |||||
| Total assets | 2,611,073 | 2,502,533 | 4.3 | % | ||||
| Equity attributable to equity holders of the Company | 1,304,053 | 1,263,815 | 3.2 | % | ||||
| Items | From the beginning of theyear to the end of thereporting period | From the beginning of thepreceding year to the end ofthe preceding reporting period | Changes over the sameperiod of the preceding year | |||||
| Net cash flows generating from/(used for) operating activities | 84,425 | (1,800 | ) | 86,225 | ||||
| Items | From the beginning of theyear to the end of thereporting period | From the beginning of thepreceding year to the end ofthe preceding reporting period | Changes over the sameperiod of the preceding year | |||||
| Operating income | 779,368 | 551,923 | 41.2 | % | ||||
| Net profit attributable to equity holders of the Company | 39,059 | 27,719 | 40.9 | % | ||||
| Net profit after deducting non-recurring profit/loss items<br>attributable to equity holders of the Company | 39,638 | 28,011 | 41.5 | % | ||||
| Weighted average return on net assets (%) | 3.0 | 2.3 | 0.7 percentage point | |||||
| Basic earnings per share (RMB Yuan) | 0.21 | 0.15 | 40.9 | % | ||||
| Diluted earnings per share (RMB Yuan) | 0.21 | 0.15 | 40.9 | % |
3
| Unit: RMB Million | |||
|---|---|---|---|
| Non-recurring profit/lossitems | Profit/(loss) from the<br>beginning of theyear to the end ofthe reporting period | ||
| Profit on disposal of non-current assets | 139 | ||
| Government grants recognised in the income statement | 106 | ||
| Reversal of provisions for bad debts against receivables | 10 | ||
| Gain on disposal of subsidiaries | 3 | ||
| Other non-operating revenue and expenses | (990 | ) | |
| Sub-total | (732 | ) | |
| Tax impact of non-recurring profit/loss items | 157 | ||
| Impact of non-controlling interests | (4 | ) | |
| Total | (579 | ) | |
| 2.1.3 | Differences between CAS and IFRS | ||
| --- | --- |
✓Applicable ☐Inapplicable
The consolidated net profit for the reporting period under IFRS and CAS were RMB43,636 million and RMB43,635 million, respectively, with a difference of RMB1 million; the consolidated shareholders’ equity as at the end of the reporting period under IFRS and CAS were RMB1,452,316 million and RMB1,452,571 million, respectively, with a difference of RMB255 million, which was primarily due to the revaluation for assets other than fixed assets and oil and gas properties revalued in 1999. During the restructuring in 1999, a valuation was carried out for assets and liabilities injected by China National Petroleum Corporation. On December 19, 2017, 中國石油天然氣集團公司, the Chinese name of CNPC was changed into 中國石油天然氣集團有限公司 (“CNPC” before and after the change of name). The valuation results on assets other than fixed assets and oil and gas properties were not recognised in the financial statements prepared under IFRS.
4
| 2.2 | Total Number of Shareholders, Shareholdings of Top Ten Shareholders and Shareholdings of Top Ten Holders of<br>Marketable Shares (or Shareholders of Shares Without Selling Restrictions) as at the end of the Reporting Period | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Total number of shareholdersasat the end of the reporting period | 616,489 shareholders including 610,552 holders of A shares and 5,937 overseas<br>holders of H shares (including 143 registered<br>holders of the American Depository Shares). | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Shareholdings of the topten shareholders | |||||||||||
| Name ofshareholder | Nature of shareholder | Percentage ofshareholding(%) | Number ofshares held | Number ofshares withsellingrestrictions | Pledged, marked orfrozen shares | ||||||
| Conditionof shares | Number ofshares | ||||||||||
| CNPC | State-owned legal person | 80.25 | 146,882,339,136 | ^(1)^ | 0 | 0 | |||||
| HKSCC Nominees Limited ^(2)^ | Overseas legal person | 11.42 | 20,901,269,406 | ^(3)^ | 0 | 0 | |||||
| CNPC-CSC-17<br>CNPC E2 Pledge and Trust Special Account | State-owned legal person | 2.09 | 3,819,964,314 | 0 | Pledged | 3,819,964,314 | |||||
| CNPC-CSC-17 CNPC<br>EB Pledge and Trust Special Account | State-owned legal person | 1.12 | 2,051,488,228 | 0 | Pledged | 2,051,488,228 | |||||
| China Securities Finance Corporation Limited | State-owned legal person | 0.56 | 1,020,165,128 | 0 | 0 | ||||||
| Hong Kong Securities Clearing Company<br>Limited^(4)^ | Overseas legal person | 0.54 | 994,659,841 | 0 | 0 | ||||||
| China Metallurgical Group Corporation | State-owned legal person | 0.31 | 560,000,000 | 0 | 0 | ||||||
| Central Huijin Asset Management Ltd. | State-owned legal person | 0.11 | 201,965,000 | 0 | 0 | ||||||
| Bosera Fund-Ansteel Group Corporation-Bosera Fund Xin’an No.1 Single Asset Management<br>Plan | State-owned legal person | 0.10 | 177,258,900 | 0 | 0 | ||||||
| Bank of Beijing Co., Ltd. - Invesco Great Wall Jingyi Dual Return Bond Securities Investment<br>Fund | Other | 0.05 | 98,639,259 | 0 | 0 |
5
| Shareholdings of the topten shareholders of shares without selling restrictions | ||||
|---|---|---|---|---|
| Name of shareholders | Number of shares held | Type of shares | ||
| CNPC | 146,882,339,136 | A Shares | ||
| HKSCC Nominees Limited | 20,901,269,406 | H Shares | ||
| CNPC-CSC-17 CNPC<br>E2 Pledge and Trust Special Account | 3,819,964,314 | A Shares | ||
| CNPC-CSC-17 CNPC<br>EB Pledge and Trust Special Account | 2,051,488,228 | A Shares | ||
| China Securities Finance Corporation Limited | 1,020,165,128 | A Shares | ||
| Hong Kong Securities Clearing Company Limited | 994,659,841 | A Shares | ||
| China Metallurgical Group Corporation | 560,000,000 | A Shares | ||
| Central Huijin Asset Management Ltd. | 201,965,000 | A Shares | ||
| Bosera Fund-Ansteel Group Corporation-Bosera Fund Xin’an No.1 Single Asset Management<br>Plan | 177,258,900 | A Shares | ||
| Bank of Beijing Co., Ltd. - Invesco Great Wall Jingyi Dual Return Bond Securities Investment<br>Fund | 98,639,259 | A Shares | ||
| Statement on constitution of affiliation or parties acting in concert among shareholders above:<br><br><br><br> <br>Except that HKSCC Nominees Limited and Hong Kong Securities Clearing<br>Company Limited are wholly-owned subsidiaries of the Hong Kong Exchanges and Clearing Limited, the Company is not aware of any other affiliation among the above ten shareholders or any one of them constituting parties acting in concert under the<br>Administrative Measures for the Takeover of Listed Companies. | ||||
| Notes:(1) | Such figure excludes the H shares indirectly held by CNPC through Fairy King Investments Limited, anoverseas wholly-owned subsidiary of CNPC. | |||
| --- | --- | |||
| (2) | HKSCC Nominees Limited is a wholly-owned subsidiary of the Hong Kong Exchanges and Clearing Limited and actsas a nominee on behalf of other corporate or individual shareholders to hold the H shares of the Company. | |||
| --- | --- | |||
| (3) | 291,518,000 H shares were indirectly held by CNPC through Fairy King Investments Limited, an overseaswholly-owned subsidiary of CNPC, representing 0.16% of the total share capital of the Company. These shares were held in the name of HKSCC Nominees Limited. | |||
| --- | --- | |||
| (4) | Hong Kong Securities Clearing Company Limited is a wholly-owned subsidiary of the Hong Kong Exchanges andClearing Limited and acts as the nominee on behalf of investors of Hong Kong Stock Exchange to hold the A shares of the Company listed on Shanghai Stock Exchange. | |||
| --- | --- | |||
| 2.3 | Number of Shareholders of Preferred Shares, Shareholdings of Top Ten Shareholders of Preferred Shares and<br>Shareholdings of Top Ten Shareholders of Preferred Shares without Selling Restrictions as at the end of the Reporting Period | |||
| --- | --- |
☐Applicable ✓Inapplicable
6
| 2.4 | Business Review |
|---|
In the first quarter of 2022, the world economy continued to recover, but the recovery process faced with uncertainties due to the impact of the COVID-19 epidemic (the “COVID-19”), geopolitics and tightening of monetary policies by major countries; the PRC economy continued to recover steadily, and the overall operation of the PRC economy was within a reasonable range, but there were also some unexpected changes with increasing downward pressure, and the gross domestic product (GDP) increased by 4.8% year-on-year. Under the comprehensive impact of supply and demand fundamentals and geopolitics, international oil prices rose significantly. The average spot price of North Sea Brent crude oil was US$102.23 per barrel, representing an increase of 67.3% as compared with the same period of last year. The average spot price of the West Texas Intermediate (“WTI”) crude oil was US$95.04 per barrel, representing an increase of 63.5% as compared with the same period of last year. The demand of the domestic refined oil market kept increasing from January to February and decreased in March due to the impact of the COVID-19, while that of the natural gas market kept increasing.
In the face of a complex external business situation, the Group adhered to the requirements of high-quality development, coordinated production and operation, safety and environmental protection, and epidemic prevention and control, continuously promoted the green and low-carbon transformation, constantly deepened the quality and profitability improvement, further strengthened the management and control of ESG, with our production and operation being stable and profitable, business profitability maintaining growth, and financial position being in a good condition. In the first quarter of 2022, the average realised price for crude oil of the Group was US$86.29 per barrel, representing an increase of 54.9% as compared with the same period of last year, among which the domestic realised price was US$86.55 per barrel, representing an increase of 55.6% as compared with the same period of last year; the average realised price for domestic natural gas was US$7.52 per thousand cubic feet, representing an increase of 16.5% as compared with the same period of last year after excluding the impact of changes in exchange rate, which was primarily due to factors such as the increase in the price of imported natural gas. The Group achieved a revenue of RMB779,368 million under IFRS, representing an increase of 41.2% as compared with the same period of last year. The net profit attributable to owners of the Company amounted to RMB39,060 million, representing an increase of 40.9% as compared with the same period of last year, which was primarily due to the increase in prices of oil and gas products and sales volume, as well as the Group’s deepening of its endeavour in quality and profitability improvement.
In respect of exploration and production business, the Group seized favorable market opportunities, vigorously promoted increase in reserves and output, consolidated the resource basis for development, and adhered to the strategy of “stabilizing oil output and increasing gas output”, with the crude oil output increasing steadily, natural gas output maintaining rapid growth, the proportion of natural gas in oil and gas products continuing to increase, and the supply capacity of green, low-carbon and clean energy being further enhanced. In the first quarter of 2022, the oil and gas equivalent output of the Group was 430.9 million barrels, representing an increase of 3.3% as compared with the same period of last year, of which the domestic oil and gas equivalent output was 389.8 million barrels, representing an increase of 4.5% as compared with the same period of last year, and the overseas oil and gas equivalent output was 41.1 million barrels, representing a decrease of 6.8% as compared with the same period of last year, which was mainly due to the decrease in shared production of overseas business as a result of rising international oil price. The exploration and production business realized an operating profit of RMB38,798 million, representing an increase of RMB25,916 million in the same period of the last year. The unit oil and gas lifting cost was US$10.82 per barrel, representing an increase of 8.4%, and after excluding the impact of exchange rate changes, it increased by 6.2% as compared with the same period of last year, which was mainly due to the increase in the costs of fuel and power.
7
Key Operating Data of Exploration and Production Business
| Operating Data | Unit | For the three monthsended March 31 | Changes over thesame period ofthe precedingyear (%) | |||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||
| Crude oil output | Million barrels | 224.9 | 221.4 | 1.6 | ||||
| of which: domestic | Million barrels | 192.6 | 185.8 | 3.7 | ||||
| overseas | Million barrels | 32.3 | 35.5 | (9.0 | ) | |||
| Marketable natural gas output | Billion cubic feet | 1,235.5 | 1,173.9 | 5.2 | ||||
| of which: domestic | Billion cubic feet | 1,182.6 | 1,122.3 | 5.4 | ||||
| overseas | Billion cubic feet | 52.8 | 51.6 | 2.3 | ||||
| Oil and natural gas equivalent output | Million barrels | 430.9 | 417.1 | 3.3 | ||||
| of which: domestic | Million barrels | 389.8 | 372.9 | 4.5 | ||||
| overseas | Million barrels | 41.1 | 44.1 | (6.8 | ) | |||
| Note: | Figures have been converted at the rate of 1 ton of crude oil = 7.389 barrels and 1 cubic metre of naturalgas = 35.315 cubic feet. | |||||||
| --- | --- |
In respect of refining and chemicals business, the Group overcame the difficulties arising from the price increase of raw materials, fuels and power, and continued to promote transformation and upgrade; flexibly adjusted the production operation according to the changes in market demand, optimised product structure, strived to increase the production of high-value-added refining and chemical products that meet the market needs, adjusted diesel-gasoline ratio in a proper time, ensured market supply and enhanced the capabilities of profitability creation; adhered to lean management in the production process, continued to strengthen the control of costs and expenses, and enhanced cost competitiveness. In the first quarter of 2022, the Group processed an aggregate amount of 302.4 million barrels of crude oil, representing an increase of 1.5% as compared with the same period of last year. The Group produced 26.25 million tons of refined products, representing a decrease of 2.6% as compared with the same period of last year. The Group produced 1.959 million tons of ethylene, representing an increase of 21.8% as compared with the same period of last year. The outputs of chemical commodity products reached 8.207 million tons, representing an increase of 11.2% as compared with the same period of last year. The profit from operations of refining and chemicals business amounted to RMB10,765 million, representing a decrease of 26.6% as compared with the same period of last year. The profit from operations in the refining business amounted to RMB10,748 million, representing an increase of 5.3% as compared with same period of last year, mainly due to the increase in prices of crude oil and refined oil, and the increase of gross profit. The operating profit from the chemicals business amounted to RMB17 million, representing a decrease of RMB4,453 million as compared with same period of last year, mainly due to rising prices of chemical raw materials and the significant narrowing of gross profit.
8
Key Operating Data of Refining and Chemicals Business
| Operating Data | Unit | For the three monthsended March 31 | Changes over thesame period ofthe precedingyear (%) | |||||
|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||
| Processed crude oil | Million barrels | 302.4 | 298.0 | 1.5 | ||||
| Gasoline, kerosene and diesel output | Thousand tons | 26,250 | 26,946 | (2.6 | ) | |||
| of which: Gasoline | Thousand tons | 11,780 | 12,395 | (5.0 | ) | |||
| Kerosene | Thousand tons | 2,201 | 2,842 | (22.6 | ) | |||
| Diesel | Thousand tons | 12,269 | 11,709 | 4.8 | ||||
| Output of key chemical | ||||||||
| Ethylene | Thousand tons | 1,959 | 1,609 | 21.8 | ||||
| Synthetic resin | Thousand tons | 3,091 | 2,642 | 17.0 | ||||
| Synthetic fiber raw materials and polymers | Thousand tons | 301 | 316 | (4.7 | ) | |||
| Synthetic rubber | Thousand tons | 293 | 263 | 11.4 | ||||
| Urea | Thousand tons | 730 | 382 | 91.1 |
In respect of marketing business, the Group closely followed market changes, strived to strengthen the link between production and sales, and ensured the smooth operation of the industry chain as a whole. Oriented by markets and customers, the Group adhered to the principle of refined marketing, coordinated online and offline marketing in light of the marketing time spot in the first quarter, spring farming and other market conditions, carried out various forms of marketing activities in concert with suppliers, and achieved stable growth of non-oil business profitability. The Group intensified cost management and control, effectively reduced marketing costs, and strived to enhance the capability of profitability creation; coordinated the international and domestic markets, and continuously improved the operation level of international trade. In the first quarter of 2022, the Group sold 35.282 million tons of refined oil, representing a decrease of 2.7% as compared with the same period of last year, of which 24.919 million tons of refined oil was sold domestically, representing an increase of 3.0% as compared with the same period of last year. The marketing business realised an operating profit of RMB4,556 million, representing an increase of 37.4% as compared with the same period of last year, mainly due to increase of sales volume and gross profit.
9
Key Operating Data of Marketing Business
| Operating Data | Unit | For the threemonths endedMarch 31 | Changes over thesame period ofthe precedingyear (%) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||||||
| Total sales volume of gasoline, kerosene and diesel | Thousand tons | 35,282 | 36,248 | (2.7 | ) | |||||
| of which: Gasoline | Thousand tons | 15,567 | 16,419 | (5.2 | ) | |||||
| Kerosene | Thousand tons | 3,502 | 3,318 | 5.5 | ||||||
| Diesel | Thousand tons | 16,213 | 16,511 | (1.8 | ) | |||||
| Domestic sales volume of gasoline, kerosene and diesel | Thousand tons | 24,919 | 24,195 | 3.0 | ||||||
| of which: Gasoline | Thousand tons | 12,553 | 12,863 | (2.4 | ) | |||||
| Kerosene | Thousand tons | 1,683 | 2,149 | (21.7 | ) | |||||
| Diesel | Thousand tons | 10,683 | 9,183 | 16.3 | ||||||
| Number of gas stations and conveniencestores | Unit | March 31,2022 | December 31,2021 | Changes<br>(%) | ||||||
| --- | --- | --- | --- | --- | ||||||
| Number of gas stations | Store | 22,701 | 22,800 | (0.4) | ||||||
| Number of convenience stores | Store | 20,121 | 20,178 | (0.3) |
In respect of natural gas marketing business^(note)^, the Group overcame the impact of the significant increase in prices of international crude oil and natural gas, raised resources from various sources, strived to ensure the growing demand for natural gas in the domestic market, and facilitated the green and low-carbon transformation of energy consumption. The Group also continued to optimise the structure of resources, strived to control procurement costs, strengthened marketing, actively explored the end-customer retail market, optimised the customer structure, constantly improved the quality of customer service, and supported the service for Green Winter Olympics. In the first quarter of 2022, the Group’s domestic natural gas sales volume reached 60.615 billion cubic meters, representing an increase of 10.9% as compared with the same period of last year. The natural gas sales business achieved an operating profit of RMB8,946 million, representing a decrease of 51.7% as compared with the same period of last year, which was mainly due to the effects of the increase in the procurement costs of imported natural gas and the restructuring of pipeline assets of Kunlun Energy Company Limited.
Note: The “Natural Gas and Pipeline” business segment of the Group has been renamed as “Natural Gas Marketing” business segment since January 1, 2022. The business scope, assets, nature of the products or services of this segment remain unchanged before and after the renaming.
10
| 3. | Significant Events |
|---|---|
| 3.1 | Significant changes in key financial data and financial indicators under CAS and explanation of such changes<br> |
| --- | --- |
✓Applicable ☐Inapplicable
| Unit: RMB Million | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Items | For the three monthsended March 31 | Changes | Key explanation of the changes | ||||||
| 2022 | 2021 | ||||||||
| Operating income | 779,368 | 551,923 | 41.2 | % | Mainly due to the increase in prices and sales volume of oil and gas products | ||||
| Net profit attributable to equity holders of the Company | 39,059 | 27,719 | 40.9 | % | Mainly due to the increase in prices and sales volume of oil and gas products, as well as deepening of the work of quality and profitability improvement | ||||
| Net profit attributable to equity holders of the Company after deducting non-recurring profit/loss | 39,638 | 28,011 | 41.5 | % | Mainly due to the increase in net profit attributable to equity holders of the Company | ||||
| Net cash flows generating from operating activities | 84,425 | (1,800 | ) | 86,225 | Mainly due to the changes in working capital including the increase in net profit, accounts receivable and accounts payable | ||||
| Basic earnings per share (RMB Yuan) | 0.21 | 0.15 | 40.9 | % | Mainly due to the increase in net profit attributable to equity holders of the Company | ||||
| Diluted earnings per share (RMB Yuan) | 0.21 | 0.15 | 40.9 | % | Mainly due to the increase in net profit attributable to equity holders of the Company | ||||
| Weighted average return on net assets (%) | 3.0 | 2.3 | 0.7<br>percentage<br>point | Mainly due to the increase in net profit attributable to equity holders of the Company | |||||
| 3.2 | Other significant events | ||||||||
| --- | --- |
☐Applicable ✓ Inapplicable
11
| 4. | Quarterly Financial Statements | |||
|---|---|---|---|---|
| 4.1 | Quarterly financial statements prepared in accordance with CAS | |||
| --- | --- | |||
| 1. | Consolidated Balance Sheet | |||
| --- | --- | |||
| ASSETS | March 31,2022 | December 31,2021 | ||
| --- | --- | --- | --- | --- |
| RMB million | RMB million | |||
| Current assets | ||||
| Cash at bank and on hand | 190,417 | 163,536 | ||
| Accounts receivable | 95,100 | 56,659 | ||
| Receivables financing | 4,399 | 3,975 | ||
| Advances to suppliers | 28,342 | 14,598 | ||
| Other receivables | 57,573 | 39,554 | ||
| Inventories | 174,098 | 143,848 | ||
| Other current assets | 52,530 | 58,668 | ||
| Total current assets | 602,459 | 480,838 | ||
| Non-current assets | ||||
| Investments in other equity instruments | 1,005 | 1,176 | ||
| Long-term equity investments | 271,052 | 265,884 | ||
| Fixed assets | 410,510 | 418,837 | ||
| Oil and gas properties | 798,605 | 816,788 | ||
| Construction in progress | 226,810 | 223,671 | ||
| Right-of-use<br>assets | 138,294 | 139,359 | ||
| Intangible assets | 90,471 | 90,587 | ||
| Goodwill | 7,961 | 7,987 | ||
| Long-term prepaid expenses | 10,585 | 11,391 | ||
| Deferred tax assets | 11,847 | 12,161 | ||
| Other non-current assets | 41,474 | 33,854 | ||
| Total non-current assets | 2,008,614 | 2,021,695 | ||
| TOTAL ASSETS | 2,611,073 | 2,502,533 | ||
| Chairman | Director and President | Chief Financial Officer | ||
| --- | --- | --- | ||
| Dai Houliang | Huang Yongzhang | Chai Shouping |
12
| 1. | Consolidated Balance Sheet (Continued) | |||||
|---|---|---|---|---|---|---|
| LIABILITIES AND<br><br><br>SHAREHOLDERS’ EQUITY | March 31,2022 | December 31,2021 | ||||
| --- | --- | --- | --- | --- | --- | --- |
| RMB million | RMB million | |||||
| Current liabilities | ||||||
| Short-term borrowings | 54,833 | 40,010 | ||||
| Notes payable | 21,301 | 20,089 | ||||
| Accounts payable | 271,854 | 237,102 | ||||
| Contracts liabilities | 75,319 | 78,481 | ||||
| Employee compensation payable | 11,690 | 8,975 | ||||
| Taxes payable | 65,805 | 76,774 | ||||
| Other payables | 71,846 | 28,493 | ||||
| Current portion of non-current liabilities | 23,433 | 19,893 | ||||
| Other current liabilities | 7,489 | 8,341 | ||||
| Total current liabilities | 603,570 | 518,158 | ||||
| Non-current liabilities | ||||||
| Long-term borrowings | 200,001 | 198,005 | ||||
| Debentures payable | 71,037 | 89,170 | ||||
| Lease liabilities | 122,619 | 123,222 | ||||
| Provisions | 130,848 | 129,405 | ||||
| Deferred tax liabilities | 21,765 | 26,654 | ||||
| Other non-current liabilities | 8,662 | 8,795 | ||||
| Total non-current liabilities | 554,932 | 575,251 | ||||
| Total liabilities | 1,158,502 | 1,093,409 | ||||
| Shareholders’ equity | ||||||
| Share capital | 183,021 | 183,021 | ||||
| Capital surplus | 127,485 | 127,375 | ||||
| Special reserve | 10,313 | 9,231 | ||||
| Other comprehensive income | (34,745 | ) | (34,737 | ) | ||
| Surplus reserves | 211,970 | 211,970 | ||||
| Undistributed profits | 806,009 | 766,955 | ||||
| Equity attributable to equity holders of the Company | 1,304,053 | 1,263,815 | ||||
| Non-controlling interests | 148,518 | 145,309 | ||||
| Total shareholders’ equity | 1,452,571 | 1,409,124 | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 2,611,073 | 2,502,533 | ||||
| Chairman | Director and President | Chief Financial Officer | ||||
| --- | --- | --- | ||||
| Dai Houliang | Huang Yongzhang | Chai Shouping |
13
| 2. | Consolidated Income Statement | |||||
|---|---|---|---|---|---|---|
| Items | Three months endedMarch 31 | |||||
| --- | --- | --- | --- | --- | --- | --- |
| 2022 | 2021 | |||||
| RMB million | RMB million | |||||
| Operating income | 779,368 | 551,923 | ||||
| Less: Cost of sales | (623,635 | ) | (425,056 | ) | ||
| Taxes and surcharges | (67,611 | ) | (48,292 | ) | ||
| Selling expenses | (16,064 | ) | (16,327 | ) | ||
| General and administrative expenses | (12,172 | ) | (13,431 | ) | ||
| Research and development expenses | (4,918 | ) | (4,534 | ) | ||
| Finance expenses | (4,045 | ) | (4,699 | ) | ||
| Including: Interest expenses | (4,859 | ) | (5,277 | ) | ||
| Interest income | 554 | 692 | ||||
| Add: Other income | 3,346 | 955 | ||||
| Investment income | 3,517 | 3,320 | ||||
| Including: Income from investment in associates and joint<br><br><br>ventures | 3,395 | 3,239 | ||||
| Credit losses | (282 | ) | (30 | ) | ||
| Asset impairment reversal/(losses) | 11 | (26 | ) | |||
| Gain on asset disposal | 119 | 346 | ||||
| Operating profit | 57,634 | 44,149 | ||||
| Add: Non-operating income | 364 | 478 | ||||
| Less: Non-operating expenses | (1,229 | ) | (1,167 | ) | ||
| Profit before income tax | 56,769 | 43,460 | ||||
| Less: Taxation | (13,134 | ) | (11,817 | ) | ||
| Net profit | 43,635 | 31,643 | ||||
| Classified by continuity of operations: | ||||||
| Net profit from continuous operation | 43,635 | 31,643 | ||||
| Net profit from discontinued operation | — | — | ||||
| Classified by ownership: | ||||||
| Shareholders of the Company | 39,059 | 27,719 | ||||
| Non-controlling interests | 4,576 | 3,924 | ||||
| Earnings per share | ||||||
| Basic earnings per share (RMB Yuan) | 0.21 | 0.15 | ||||
| Diluted earnings per share (RMB Yuan) | 0.21 | 0.15 | ||||
| Other comprehensive income, net of tax | (1,015 | ) | (1,570 | ) | ||
| Other comprehensive income (net of tax) attributable to equity holders of the<br>Company | (8 | ) | (1,765 | ) | ||
| (1) Items that will not be reclassified to profit or loss: | ||||||
| Changes in fair value of investments in other equity<br><br><br>instruments | (54 | ) | (14 | ) | ||
| (2) Items that may be reclassified to profit or loss: | ||||||
| Other comprehensive income recognised under equity method | (264 | ) | 72 | |||
| Translation differences arising from translation of foreign currency financial<br>statements | 310 | (1,823 | ) | |||
| Other comprehensive income (net of tax) attributable to<br>non-controlling interests | (1,007 | ) | 195 | |||
| Total comprehensive income | 42,620 | 30,073 | ||||
| Attributable<br>to: | ||||||
| Equity holders of the Company | 39,051 | 25,954 | ||||
| Non-controlling interests | 3,569 | 4,119 | ||||
| Chairman | Director and President | Chief Financial Officer | ||||
| --- | --- | --- | ||||
| Dai Houliang | Huang Yongzhang | Chai Shouping |
14
| 3. | Consolidated Cash Flow Statement | |||||
|---|---|---|---|---|---|---|
| Three months ended March 31 | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| 2022 | 2021 | |||||
| Items | RMB million | RMB million | ||||
| Cash flows from operating activities | ||||||
| Cash received from sales of goods and rendering of services | 831,182 | 600,249 | ||||
| Cash received relating to other operating activities | 32,951 | 1,702 | ||||
| Sub-total of cash inflows | 864,133 | 601,951 | ||||
| Cash paid for goods and services | (592,875 | ) | (484,196 | ) | ||
| Cash paid to and on behalf of employees | (31,750 | ) | (32,257 | ) | ||
| Payments of various taxes | (107,318 | ) | (71,903 | ) | ||
| Cash paid relating to other operating activities | (47,765 | ) | (15,395 | ) | ||
| Sub-total of cash outflows | (779,708 | ) | (603,751 | ) | ||
| Net cash flows from/(used for) operating activities | 84,425 | (1,800 | ) | |||
| Cash flows from investing activities | ||||||
| Cash received from disposal of investments | 10,414 | 5,706 | ||||
| Cash received from returns on investments | 2,117 | 799 | ||||
| Net cash received from disposal of fixed assets, oil and gas properties, intangible assets and<br>other long-term assets | 141 | 570 | ||||
| Sub-total of cash inflows | 12,672 | 7,075 | ||||
| Cash paid to acquire fixed assets, oil and gas properties, intangible assets and other long-term<br>assets | (51,891 | ) | (37,095 | ) | ||
| Cash paid to acquire investments | (5,546 | ) | (12,891 | ) | ||
| Sub-total of cash outflows | (57,437 | ) | (49,986 | ) | ||
| Net cash flows used for investing activities | (44,765 | ) | (42,911 | ) | ||
| Cash flows from financing activities | ||||||
| Cash received from capital contributions | 44 | — | ||||
| Including: Cash received from non-controlling<br>interests’ capital contributions to subsidiaries | 44 | — | ||||
| Cash received from borrowings | 243,705 | 236,680 | ||||
| Sub-total of cash inflows | 243,749 | 236,680 | ||||
| Cash repayments of borrowings | (241,543 | ) | (189,387 | ) | ||
| Cash payments for interest expenses and distribution of dividends or profits | (4,332 | ) | (6,707 | ) | ||
| Including: Subsidiaries’ cash payments for distribution of dividends or profits to non-controlling interests | (512 | ) | (707 | ) | ||
| Cash payments relating to other financing activities | (3,432 | ) | (3,027 | ) | ||
| Sub-total of cash outflows | (249,307 | ) | (199,121 | ) | ||
| Net cash flows (used for)/from financing activities | (5,558 | ) | 37,559 | |||
| Effect of foreign exchange rate changes on cash and cash equivalents | (363 | ) | 319 | |||
| Net increase/(decrease) in cash and cash equivalents | 33,739 | (6,833 | ) | |||
| Add: Cash and cash equivalents at beginning of the period | 136,789 | 118,631 | ||||
| Cash and cash equivalents at end of the period | 170,528 | 111,798 | ||||
| Chairman | Director and President | Chief Financial Officer | ||||
| --- | --- | --- | ||||
| Dai Houliang | Huang Yongzhang | Chai Shouping |
15
| 4.2 | Quarterly financial statements prepared in accordance with IFRS | |||||
|---|---|---|---|---|---|---|
| 1. | Consolidated Statement of Comprehensive Income | |||||
| --- | --- | |||||
| Three months endedMarch 31 | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| 2022 | 2021 | |||||
| RMB million | RMB million | |||||
| Revenue | 779,368 | 551,923 | ||||
| Operating expenses | ||||||
| Purchases, services and other | (551,079 | ) | (348,422 | ) | ||
| Employee compensation costs | (35,376 | ) | (33,197 | ) | ||
| Exploration expenses, including exploratory dry holes | (4,569 | ) | (7,057 | ) | ||
| Depreciation, depletion and amortisation | (51,899 | ) | (55,796 | ) | ||
| Selling, general and administrative expenses | (13,979 | ) | (14,989 | ) | ||
| Taxes other than income taxes | (67,892 | ) | (48,450 | ) | ||
| Other income net | 2,688 | 768 | ||||
| Total operating expenses | (722,106 | ) | (507,143 | ) | ||
| Profit from operations | 57,262 | 44,780 | ||||
| Finance costs | ||||||
| Exchange gain | 3,274 | 2,491 | ||||
| Exchange loss | (2,856 | ) | (2,463 | ) | ||
| Interest income | 554 | 692 | ||||
| Interest expense | (4,859 | ) | (5,277 | ) | ||
| Total net finance costs | (3,887 | ) | (4,557 | ) | ||
| Share of profit of associates and joint ventures | 3,395 | 3,239 | ||||
| Profit before income tax expense | 56,770 | 43,462 | ||||
| Income tax expense | (13,134 | ) | (11,817 | ) | ||
| Profit for the period | 43,636 | 31,645 | ||||
| Other comprehensive income | ||||||
| Items that will not be reclassified to profit or loss: | ||||||
| Fair value changes in equity investment measured at fair value through other comprehensive<br>income | (116 | ) | (33 | ) | ||
| Items that are or may be reclassified subsequently to profit or loss: | ||||||
| Currency translation differences | (635 | ) | (1,609 | ) | ||
| Share of the other comprehensive income of associates and joint ventures accounted for using the<br>equity method | (264 | ) | 72 | |||
| Other comprehensive income, net of tax | (1,015 | ) | (1,570 | ) | ||
| Total comprehensive income for the period | 42,621 | 30,075 | ||||
| Profit for the period attributable to: | ||||||
| Owners of the Company | 39,060 | 27,721 | ||||
| Non-controlling interests | 4,576 | 3,924 | ||||
| 43,636 | 31,645 | |||||
| Total comprehensive income for the period attributable to: | ||||||
| Owners of the Company | 39,052 | 25,956 | ||||
| Non-controlling interests | 3,569 | 4,119 | ||||
| 42,621 | 30,075 | |||||
| Basic and diluted earnings per share attributable to owners of the Company (RMBYuan) | 0.21 | 0.15 |
16
| 2. | Consolidated Statement of Financial Position | |||||
|---|---|---|---|---|---|---|
| March 31, 2022 | December 31, 2021 | |||||
| --- | --- | --- | --- | --- | --- | --- |
| RMB million | RMB million | |||||
| Non-current assets | ||||||
| Property, plant and equipment | 1,435,925 | 1,459,296 | ||||
| Investments in associates and joint ventures | 270,953 | 265,785 | ||||
| Equity investments measured at fair value through other comprehensive income | 997 | 1,168 | ||||
| Right-of-use<br>assets | 207,941 | 208,606 | ||||
| Intangible and other non-current assets | 70,657 | 66,344 | ||||
| Deferred tax assets | 11,847 | 12,161 | ||||
| Time deposits with maturities over one year | 10,023 | 8,064 | ||||
| Total non-current assets | 2,008,343 | 2,021,424 | ||||
| Current assets | ||||||
| Inventories | 174,098 | 143,848 | ||||
| Accounts receivable | 95,100 | 56,659 | ||||
| Prepayments and other current assets | 138,445 | 112,820 | ||||
| Financial assets at fair value through other comprehensive income | 4,399 | 3,975 | ||||
| Time deposits with maturities over three months but within one year | 19,889 | 26,747 | ||||
| Cash and cash equivalents | 170,528 | 136,789 | ||||
| Total current assets | 602,459 | 480,838 | ||||
| Current liabilities | ||||||
| Accounts payable and accrued liabilities | 384,181 | 303,002 | ||||
| Contract liabilities | 75,319 | 78,481 | ||||
| Income taxes payable | 15,300 | 9,915 | ||||
| Other taxes payable | 50,505 | 66,859 | ||||
| Short-term borrowings | 71,420 | 53,275 | ||||
| Lease liabilities | 6,845 | 6,626 | ||||
| Total current liabilities | 603,570 | 518,158 | ||||
| Net current liabilities | (1,111 | ) | (37,320 | ) | ||
| Total assets less current liabilities | 2,007,232 | 1,984,104 | ||||
| Equity | ||||||
| Equity attributable to owners of the Company: | ||||||
| Share capital | 183,021 | 183,021 | ||||
| Retained earnings | 811,036 | 771,980 | ||||
| Reserves | 309,742 | 308,560 | ||||
| Total equity attributable to owners of the Company | 1,303,799 | 1,263,561 | ||||
| Non-controlling interests | 148,517 | 145,308 | ||||
| Total equity | 1,452,316 | 1,408,869 | ||||
| Non-current liabilities | ||||||
| Long-term borrowings | 271,038 | 287,175 | ||||
| Asset retirement obligations | 130,848 | 129,405 | ||||
| Lease liabilities | 122,619 | 123,222 | ||||
| Deferred tax liabilities | 21,749 | 26,638 | ||||
| Other long-term obligations | 8,662 | 8,795 | ||||
| Total non-current liabilities | 554,916 | 575,235 | ||||
| TOTAL EQUITY AND NON-CURRENT LIABILITIES | 2,007,232 | 1,984,104 |
17
| 3. | Consolidated Statement of Cash Flows | |||||
|---|---|---|---|---|---|---|
| Three months endedMarch 31 | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| 2022 | 2021 | |||||
| RMB million | RMB million | |||||
| Cash flows from operating activities | ||||||
| Profit for the period | 43,636 | 31,645 | ||||
| Adjustments for: | ||||||
| Income tax expense | 13,134 | 11,817 | ||||
| Depreciation, depletion and amortisation | 51,899 | 55,796 | ||||
| Capitalised exploratory costs charged to expense | 2,113 | 1,984 | ||||
| Safety fund reserve | 1,378 | 656 | ||||
| Share of profit of associates and joint ventures | (3,395 | ) | (3,239 | ) | ||
| Accrual of provision for impairment of receivables, net | 282 | 30 | ||||
| Write down in inventories, net | (11 | ) | 26 | |||
| Loss/(gain) on disposal and scrap of property, plant and equipment | (50 | ) | 79 | |||
| Gain on disposal and scrap of other non-current<br>assets | (89 | ) | (346 | ) | ||
| Dividend income | (2 | ) | — | |||
| Interest income | (554 | ) | (692 | ) | ||
| Interest expense | 4,859 | 5,277 | ||||
| Changes in working capital: | ||||||
| Accounts receivable, prepayments and other current assets | (74,627 | ) | (23,059 | ) | ||
| Inventories | (30,239 | ) | (35,293 | ) | ||
| Accounts payable and accrued liabilities | 86,570 | (43,069 | ) | |||
| Contract liabilities | (3,162 | ) | (336 | ) | ||
| Cash flows generated from operations | 91,742 | 1,276 | ||||
| Income taxes paid | (7,317 | ) | (3,076 | ) | ||
| Net cash flows from/(used for) operating activities | 84,425 | (1,800 | ) |
18
| 3. | Consolidated Statement of Cash Flows (Continued) | |||||
|---|---|---|---|---|---|---|
| Three months endedMarch 31 | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| 2022 | 2021 | |||||
| RMB million | RMB million | |||||
| Cash flows from investing activities | ||||||
| Capital expenditures | (51,812 | ) | (36,967 | ) | ||
| Acquisition of investments in associates and joint ventures | (167 | ) | (124 | ) | ||
| Prepayments on long-term leases | — | (42 | ) | |||
| Acquisition of intangible assets and other non-current<br>assets | (79 | ) | (86 | ) | ||
| Proceeds from disposal of property, plant and equipment | 118 | 236 | ||||
| Proceeds from disposal of other non-current<br>assets | 159 | 335 | ||||
| Interest received | 643 | 695 | ||||
| Dividends received | 1,474 | 104 | ||||
| Decrease/(increase) in time deposits with maturities over three months | 4,899 | (7,062 | ) | |||
| Net cash flows used for investing activities | (44,765 | ) | (42,911 | ) | ||
| Cash flows from financing activities | ||||||
| Repayments of short-term borrowings | (169,897 | ) | (165,232 | ) | ||
| Increase in short-term borrowings | 184,032 | 173,347 | ||||
| Repayments of long-term borrowings | (71,646 | ) | (24,155 | ) | ||
| Increase in long-term borrowings | 59,673 | 63,333 | ||||
| Repayments of lease liabilities | (3,432 | ) | (3,027 | ) | ||
| Interest paid | (3,820 | ) | (6,000 | ) | ||
| Dividends paid to non-controlling interests | (512 | ) | (707 | ) | ||
| Cash contribution from non-controlling interests | 44 | — | ||||
| Net cash flows (used for)/from financing activities | (5,558 | ) | 37,559 | |||
| Translation of foreign currency | (363 | ) | 319 | |||
| Increase/(decrease) in cash and cash equivalents | 33,739 | (6,833 | ) | |||
| Cash and cash equivalents at beginning of the period | 136,789 | 118,631 | ||||
| Cash and cash equivalents at end of the period | 170,528 | 111,798 |
19
| 4. | Segment Information | |||||
|---|---|---|---|---|---|---|
| Three months endedMarch 31 | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| 2022 | 2021 | |||||
| RMB million | RMB million | |||||
| Revenue | ||||||
| Exploration and Production | ||||||
| Intersegment sales | 176,735 | 122,515 | ||||
| Revenue from external customers | 32,706 | 25,495 | ||||
| 209,441 | 148,010 | |||||
| Refining and Chemicals | ||||||
| Intersegment sales | 191,099 | 136,851 | ||||
| Revenue from external customers | 83,509 | 78,255 | ||||
| 274,608 | 215,106 | |||||
| Marketing | ||||||
| Intersegment sales | 111,269 | 76,416 | ||||
| Revenue from external customers | 525,220 | 337,530 | ||||
| 636,489 | 413,946 | |||||
| Natural Gas Marketing | ||||||
| Intersegment sales | 5,165 | 4,707 | ||||
| Revenue from external customers | 137,636 | 110,523 | ||||
| 142,801 | 115,230 | |||||
| Head Office and Other | ||||||
| Intersegment sales | 25 | 36 | ||||
| Revenue from external customers | 297 | 120 | ||||
| 322 | 156 | |||||
| Total revenue from external customers | 779,368 | 551,923 | ||||
| Profit/(loss) from operations | ||||||
| Exploration and Production | 38,798 | 12,882 | ||||
| Refining and Chemicals | 10,765 | 14,675 | ||||
| Marketing | 4,556 | 3,315 | ||||
| Natural Gas Marketing | 8,946 | 18,519 | ||||
| Head Office and Other | (5,803 | ) | (4,611 | ) | ||
| 57,262 | 44,780 | |||||
| 4.3 | Auditor’s Report | |||||
| --- | --- |
If this quarterly report is audited by Certified Public Accountants, the appendix should disclose the main body of the Auditor’s Report.
☐Applicable ✓Inapplicable
20
By Order of the Board of Directors
PetroChina Company Limited
Dai Houliang
Chairman
Beijing, the PRC
April 29, 2022
As at the date ofthis announcement, the Board of Directors of the Company comprises Mr. Dai Houliang as the Chairman; Mr. Hou Qijun as the Vice Chairman and non-executive Director; Mr. Duan Liangwei,Mr. Liu Yuezhen and Mr. Jiao Fangzheng as non-executive Directors; Mr. Huang Yongzhang and Mr. Ren Lixin as executive Directors; and Ms. Elsie LeungOi-sie, Mr. Tokuchi Tatsuhito, Mr. Simon Henry, Mr. Cai Jinyong and Mr. Jiang, Simon X. as independent non-executive Directors.
This announcement is published in English and Chinese. In the event of any inconsistency between the two versions, the Chinese version shall prevail.
21
EX-99.2
Exhibit 99.2
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, make norepresentation 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 document.

中國石油天然氣股份有限公司
PETROCHINA COMPANY LIMITED
(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 857)
(1)RESIGNATION OF DIRECTOR AND CHANGE OF AUTHORISED REPRESENTATIVE
(2) CHANGE OF MEMBERS OF THE BOARD COMMITTEES
(3) PROPOSED ELECTION AND APPOINTMENT OF DIRECTOR
(4) RE-DESIGNATION OF DIRECTOR
(5) PROPOSED ELECTION AND APPOINTMENT OF SUPERVISORS
(6) PROPOSED AMENDMENTS TO THE BUSINESS SCOPE
AND
(7) PROPOSEDAMENDMENTS TO THE ARTICLES OF ASSOCIATION
1. Resignation of Director and Change of Authorised Representative
The board of directors (the “Board”) of PetroChina Company Limited (the “Company”, together with its subsidiaries, the “Group”) hereby announces that, due to his age, Mr. Liu Yuezhen (“Mr. Liu”) has tendered his resignation and ceased to hold the position of a non-executive director of the Company (“Director”) with immediate effect. Meanwhile, Mr. Liu ceased to hold the position as a member of the audit committee and the examination and remuneration committee of the Board, and ceased to serve as an authorised representative of the Company (the “Authorised Representative”) under Rule 3.05 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”).
Mr. Liu has confirmed that he has no disagreement with the Company and the Board during his term of office and there is no matter relating to his resignation that needs to be brought to the attention of the shareholders of the Company (the “Shareholders”).
Mr. Liu has been diligent, dedicated and meticulous at work since appointment and made significant contributions to the Company’s business development, value improvement and shareholder returns. The Board would like to express its sincere gratitude to Mr. Liu for his contribution.
The Board also announces that, Mr. Huang Yongzhang, a Director, was appointed as the Authorised Representative with immediate effect. Currently, the Authorised Representatives are Mr. Huang Yongzhang and Mr. Chai Shouping.
2. Change ofMembers of the Board Committees
The Board hereby announces that, in consideration of the role and expertise of each Director, the members of examination and remuneration committee of the Board have been adjusted to: Ms. Elsie Leung Oi-sie as chairman, Mr. Duan Liangwei and Mr. Tokuchi Tatsuhito as members.
Following the resignation of Mr. Liu, the number of members of the audit committee of the Board decreased from three to two, falling below the minimum number required under Rule 3.21 of the Listing Rules. In this regard, the Company will use its best endeavor to identify suitable candidate to fill the vacancy as soon as practicable.
The chairmen and members of other Board committees remained unchanged.
3. Proposed Election and Appointment of Director
The Board hereby announces that the Board has proposed to elect and appoint Mr. Xie Jun (“Mr. Xie”) as a Director. The Proposed Election and Appointment of Director will be submitted to the Shareholders for review and approval by way of ordinary resolution at the 2021 annual general meeting (the “AGM”).
The biographical details of Mr. Xie are set out below:
Mr. Xie Jun, aged 54, is a member of the Party committee and Vice President of China National Petroleum Corporation (“CNPC”). Mr. Xie is a professor-level senior engineer and holds a bachelor’s degree, who has rich working experience in China’s petroleum and natural gas industry. He served as the vice president of Southwest Oil and Gas Field Branch in August 2013, the executive vice president of Southwest Oil and Gas Field Branch in July 2018, and the secretary of the Party committee and president of Southwest Oil and Gas Field Branch in November 2019. Mr. Xie served as the general manager of the Planning Department of the Company in August 2020, and concurrently the general manager of the Planning Department of CNPC. In April 2021, he served as the general manager (director) of the Development Planning Department (the Office of External Cooperation and the Office of New Energy and New Materials Development) of the Company and concurrently the general manager (director) of the Development Planning Department (the Office of External Cooperation and the Office of New Energy and New Materials Development) of CNPC. In January 2022, he served as a member of the Party committee and Vice President of CNPC. He concurrently served as the director of CNPC Consulting Centre in March 2022.
Save as disclosed above, as at the date of this announcement, Mr. Xie (i) does not hold any directorship in any other listed companies in the past three years; (ii) has no relationship with any other Director, supervisor, senior management, substantial Shareholder (as defined in the Listing Rules) or controlling Shareholder (as defined in the Listing Rules) of the Company; and (iii) does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance of Hong Kong.
Save as disclosed above, as at the date of this announcement, there is no information on Mr. Xie that needs to be disclosed pursuant to rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders.
The term of Mr. Xie’s appointment as a director of the Company shall commence upon the approval by the Shareholders and shall end with the eighth session of the Board. The director’s emoluments will be fixed by the Board pursuant to the authorisation granted by the Shareholders by reference to the director’s duties, responsibilities and performance and the results of the Group.
4. Re-Designation of Director
The Board hereby announces that, in accordance with the articles of association of the Company (the “Articles of Association”), the Board appointed Mr. Jiao Fangzheng (“Mr. Jiao”) as the Chief Geologist of the Company, and resolved to re-designate Mr. Jiao from non-executive Director to executive Director, with immediate effect.
The biographical details of Mr. Jiao are set out below:
Mr. Jiao Fangzheng, aged 59, is a Director and the Chief Geologist of the Company, and concurrently a member of the Party committee and Vice President of CNPC. Mr. Jiao is a professor-level senior engineer with a doctorate degree and has rich working experience in China’s petroleum and petrochemical industry. In January 1999, he was appointed as the chief geologist in Zhongyuan Petroleum Exploration Bureau of China Petrochemical Corporation (the “Sinopec Group”). In February 2000, he was appointed as the vice president and chief geologist of Zhongyuan Oilfield Company of China Petroleum & Chemical Corporation (“Sinopec Corp.”). In July 2000, he was appointed as the deputy director general and a member of the Party committee of Petroleum Exploration & Development Research Institute of Sinopec Corp. In March 2001, he was appointed as the deputy director general of Oilfield Exploration & Production Department of Sinopec Corp. In June 2004, he was appointed as the director general and deputy secretary to the Party committee of Northwest Petroleum Bureau of Sinopec Group, and the president of Northwest Branch Company of Sinopec Corp. In October 2006, he was appointed as the vice president of Sinopec Corp. In July 2010, he concurrently served as the director general of Exploration & Production Department of Sinopec Corp. In July 2014, he was appointed as a member of the Party committee and the vice president of Sinopec Group. In September 2014, he concurrently served as the chairman of the board of directors of Sinopec Oilfield Service Corporation. In May 2015, he concurrently served as a director and the senior vice president of Sinopec Corp. In June 2018, he served as a member of the Party committee and Vice President of CNPC. In June 2019, Mr. Jiao was appointed as a Director of the Company and in April 2022 he was appointed as the Chief Geologist of the Company.
Save as disclosed above, as at the date of this announcement, Mr. Jiao (i) does not hold any directorship in any other listed companies in the past three years; (ii) has no relationship with any other Director, supervisor, senior management, substantial Shareholder (as defined in the Listing Rules) or controlling Shareholder (as defined in the Listing Rules) of the Company; and (iii) does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance of Hong Kong.
Save as disclosed above, as at the date of this announcement, there is no information on Mr. Jiao that needs to be disclosed pursuant to rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders.
Pursuant to the authorization granted by the general meeting and/or the Articles of Association, and the emoluments and remuneration receivable by Mr. Jiao as a Director and as the Chief Geologist of the Company will be fixed by the Board.
5. Proposed Election and Appointment of Supervisors
The supervisory committee of the Company (the “Supervisory Committee”) hereby announces that, after being reviewed and approved at the meeting of the Supervisory Committee, the Supervisory Committee has proposed to elect and appoint Mr. Cai Anhui, Mr. Xie Haibing, Ms. Zhao Ying, and Mr. Cai Yong (collectively, the “Supervisor Candidates”) as shareholder representative supervisors of the Company (the “Proposed Election and Appointment of Supervisors”). The Proposed Election and Appointment of Supervisors will be submitted to the Shareholders for review and approval by way of ordinary resolution at the AGM.
The biographical details of the Supervisor Candidates are set out below:
Mr. Cai Anhui, aged 52, is a professor-level senior accountant, a professor-level senior engineer and holds a doctorate degree. He served as the chief financial officer of China Aluminum International Engineering Co., Ltd. in April 2004, and concurrently as the deputy general manager of China Aluminum International Technology Development Co., Ltd. in September 2006. He served as the secretary of the Party committee and the deputy general manager of Guiyang Aluminum & Magnesium Design Institute Co., Ltd. in March 2011, the executive director and the general manager of Chinalco Finance Company Limited in December 2012, the secretary of the Party committee, the chairman and the general manager of Chinalco Capital Holdings Co., Ltd. and the chairman of Chinalco Finance Co., Ltd. in August 2015. He served as an assistant to the general manager of Aluminum Corporation of China in June 2018, a member of the Party committee and the chief accountant of China Energy Investment Corporation in December 2019. He served as a member of the Party committee and the Chief Accountant of CNPC in March 2022.
Mr. Xie Haibing, aged 51, is a professor-level senior economist and holds a doctorate degree. He served as the director of information of Karamay City Commercial Bank in June 2009, the director of information of Bank of Kunlun Co., Ltd. in September 2010, the vice president of Bank of Kunlun Co., Ltd. in November 2013. He served as the deputy general manager of the Finance Department of the Company, and concurrently the deputy general manager of the Finance Department of CNPC in May 2016. He served as deputy head of the preparatory team of the Shared Service Center of CNPC in October 2018, and he served as the general manager of CNPC Shared Operation Co. LTD in March 2020. He served as the general manager of the Finance Department of the Company and concurrently the general manager of the Finance Department of CNPC in August 2020. He served as the assistant to the general manager of CNPC, and concurrently served as the chairman of CNPC Capital Company Limited and the chairman of CNPC Kunlun Capital Company Limited in April 2021.
Ms. Zhao Ying, aged 54, is a professor-level senior economist and holds a bachelor’s degree. She served as the general counsel of China National Oil Exploration and Development Corporation in April 2009. She served as the general counsel of PetroChina overseas exploration and development branch (Exploration and Development Corporation) in November 2009. She served as the deputy general manager of PetroChina Kazakhstan Company in December 2015. She served as the deputy general manager of PetroChina Middle Asia Company in July 2017. She served as the deputy general manager in October 2018 and the deputy secretary of the Party committee in January 2019 of China National Oil and Gas Exploration and Development Corporation. She served as the general manager of the Legal Affairs Department of the Company and concurrently as the general manager of the Legal Affairs Department of CNPC in October 2020. She served as the general manager of the Legal and Enterprise Reform Department of the Company and concurrently the general manager of the Legal and Enterprise Reform Department of CNPC in April 2021. She served as the general counsel of CNPC in March 2022.
Mr. Cai Yong, aged 47, is a senior economist and holds a master’s degree. He served as the chief accountant of PetroChina Middle East Company in March 2016. He served as the general manager of the Finance, Tax and Price Department of the Company, and concurrently the general manager of the Finance, Tax and Price Department of CNPC in April 2018. He served as the general manager of the Funding Department of the Company, and concurrently the general manager of the Funding Department of CNPC in October 2018. He served as the general manager of the Finance Department of CNPC from April 2021.
Save as disclosed above, as at the date of this announcement, none of the Supervisor Candidates set out above (i) has held any directorship in any other listed companies in the past three years; (ii) has any relationship with any other Director, supervisor, senior management, substantial Shareholder (as defined in the Listing Rules) or controlling Shareholder (as defined in the Listing Rules); or (iii) has any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.
Save as disclosed above, as at the date of this announcement, there is no information on any of the Supervisor Candidates that needs to be disclosed pursuant to rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders.
The term of the Supervisor Candidates shall commence upon the approval by the Shareholders and shall end with the eighth session of the Supervisory Committee. Their emoluments will be fixed by the Board pursuant to the authorization granted by the Shareholders by reference to the supervisors’ duties, responsibilities and performance and the results of the Group.
6. Proposed Amendments to the Business Scope
The Board hereby announces that, in accordance with the requirements of the State Administration for Market Regulation on the specification of the business scope and the needs of the Company’s new energy and new materials development strategy, the Board has considered and approved the resolution on amendments to the business scope of the Company, which proposed to making adjustments on the business scope of the Company (the “Proposed Amendments to the Business Scope”). Details of the newly added business scope are set as follows.
| (i) | Newly added business scope regarding the new energy: the generation of electricity power, the transmission of<br>electricity power, the supply (distribution) of electricity power, the supply of electricity power; the exploitation of geothermal resources, the research and development of emerging energy technology, the heating supply services, the cooling supply<br>services; the research and development of technology of carbon emission reduction, carbon conversion, carbon capture and carbon sequestration; the manufacture of battery, the sales of hydrogen fueling and hydrogen storage facilities for stations;<br>the sales of vehicle electricity charging, the centralized fast charging stations, the operation of electric vehicle charging infrastructures, the sales of electrical accessories of new energy vehicles, the sales of batteries, the sales of battery<br>replacement facilities of new energy vehicles, the operation of gas fueling for gas vehicles. |
|---|---|
| (ii) | Newly added business scope regarding the new materials: the research and development of new materials<br>technology, the promotion services of new materials technology, the manufacture of synthetic materials (excluding hazardous chemicals), the sales of synthetic materials; the manufacture of engineering plastics and synthetic resin, the sales of<br>engineering plastics and synthetic resin, the manufacture of synthetic fiber, the sales of synthetic fiber, the manufacture of new membrane materials, the sales of new membrane materials, the sales of high-quality synthetic rubber, the manufacture<br>of high-performance fiber and composite materials, the sales of high-performance fiber and composite materials, the manufacture of bio-based materials, the sales of<br>bio-based materials, the manufacture of graphite and carbon products, the sales of graphite and carbon products, the sales of graphene materials, the manufacture of electronic special materials, the sales of<br>electronic special materials, the research and development of electronic special materials; the research and experimental development of engineering and technology. |
| --- | --- |
For other details of the Proposed Amendments to the Business Scope, please refer to the Appendix to this announcement.
The Proposed Amendments to the Business Scope are subject to the satisfaction of the following conditions:
| (i) | a special resolution passed by the Shareholders at the AGM to approve the Proposed Amendments to the Business<br>Scope; and |
|---|---|
| (ii) | all the necessary approval, authorization, filing and/or registration obtained from the relevant authorities<br>for the Proposed Amendments to the Business Scope. |
| --- | --- |
The amended business scope of the Company will take effect upon satisfaction of the above conditions.
7. Proposed Amendments to the Articles of Association
In view of the Proposed Amendments to the Business Scope, the Board proposed to amend Article 11 of the Articles of Association (the “Proposed Amendments to the Articles of Association”).
The resolution on the Proposed Amendments to the Business Scope and the Proposed Amendments to the Articles of Association will be submitted to the Shareholders for review and approval by way of special resolution at the AGM.
For details of the Proposed Amendments to the Articles of Association, please refer to the Appendix of this announcement.
The Company confirms that the Proposed Amendments to the Articles of Association will not affect the existing business and operation of the Company.
A supplemental notice and a supplemental circular of the AGM containing, among others, the details of the Proposed Election and Appointment of Director, the Proposed Election and Appointment of Supervisors, the Proposed Amendments to the Business Scope and the Proposed Amendments to the Articles of Association will be dispatched to the Shareholders in due course.
By order of the Board
PetroChina Company Limited
Company Secretary
Chai Shouping
Beijing, the PRC
29 April 2022
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 as non-executive Director; Mr. Jiao Fangzheng, Mr. Huang Yongzhang and Mr. Ren Lixin as executive Directors;and Ms. Elsie Leung Oi-sie, Mr. Tokuchi Tatsuhito, Mr. Simon Henry, Mr. Cai Jinyong and Mr. Jiang, Simon X. as independent non-executiveDirectors.
Appendix
| Current Article | Article after the Proposed Amendments |
|---|---|
| Article 11 The Company’s scope of business includes:<br> <br><br><br><br>Licensed business: the exploration, exploitation and sales of resources including crude oil, natural gas, coalbed methane, shale gas, shale<br>oil and gas hydrate; the exploration, exploitation and usage of geothermal; the storage and sale of crude oil; the storage and sale of refined oil; the production of dangerous chemicals; the sale of food (including food and beverages, but limited to<br>branches with food hygiene license); the sale of tobacco (but limited to branches with tobacco franchised retailing license); retail of prepackaged food, dairy products and health products; business undertakings in gas and hazardous chemicals; fixed<br>and skid-mounted gasoline stations as well as LPG stations; provision of lodgings; retail of books, newspapers, periodicals, electronic publications and audio-visual products; water and land transportation; manufacture and sale of food additives;<br>manufacture and sale of nonwoven fabrics; value-added telecommunication services, online platform, online information services, online data services, and online wholesale and retail services. | Article 11 The Company’s scope of business includes:<br> <br><br><br><br>Licensed business: the exploration of mineral resources, mineral processing, the exploitation of onshore oil and natural gas, the<br>exploitation of offshore oil, the exploitation of offshore natural gas; the exploitation of geothermal resources, the heating supply services, the cooling supply services; the business undertakings of gas; the wholesale of crude oil, the storage of<br>crude oil; the wholesale of refined oil, the storage of refined oil, the retails of refined oil; the production of hazardous chemicals, the storage of hazardous chemicals, the business undertakings of hazardous chemicals; the generation of<br>electricity power, the transmission of electricity power, the supply (distribution) of electricity power, the supply of electricity power; waterway ordinary cargo transportation, roadway cargo transportation (excluding hazardous cargo), roadway<br>hazardous cargo transportation; project construction; the pipeline storage and transportation of petroleum and natural gas; the production of food additives; the production of medical devices of Class II; the services of accommodation; the<br>retail of publications; the reproduction of audio-visual products, the copy of audio-visual products; the information services of Internet. |
| General business: the production, sale and warehousing of refined oil, petrochemical and chemical products; import and<br>export; the construction and operation of oil and natural gas pipelines; the technical development, consultation and service for oil exploration and production, petrochemistry and related engineering; the sale of materials, equipment and machines<br>necessary for production and construction of oil and gas, petrochemicals and pipelines construction; the sale and warehousing of lubricating oil, fuel oil, bitumen, chemical fertilizers, auto parts, commodities and agricultural materials; and the<br>lease of premises, machines and equipment. Retail of textiles and clothing, stationery and sports goods, hardware, furniture, electrical and electronic products, rechargeable cards, birth control products, as well as industrial safety products;<br>acting as an agent for lottery services, payment services (for public utilities such as payments of water and electricity bills), ticketing, transportation and vehicle weighing; advertising. | General business: the production of chemical products (excluding licensed chemical products), the sales of chemical<br>products (excluding licensed chemical products); the production of fertilizer, the sales of fertilizer; the sales of food additives; the production of petroleum products (excluding hazardous chemicals), the sales of petroleum products (excluding<br>hazardous chemicals); the processing of lubricating oil (excluding hazardous chemicals), the production of lubricating oil (excluding hazardous chemicals), the sales of lubricating oil; the onshore pipeline transportation, the submarine pipeline<br>transportation; engineering technical services (excluding planning management, exploration, design and supervision), the project management services, the technical services of petroleum and natural gas; the research and development of technology of<br>carbon emission reduction, carbon conversion, carbon capture and carbon sequestration; the research and development of emerging energy technology, the research and development of new materials technology, the promotion services of new materials<br>technology; the technology services, the technology development, the technology consultation, the technology communication, the technology transfer, the technology promotion; the manufacture of batteries, the sales of hydrogen fueling and hydrogen<br>storage facilities for stations; the sales of vehicle electricity charging, the centralized fast charging stations, the operation of electric vehicle charging infrastructures, the sales of electrical accessories of new energy vehicles, the sales of<br>batteries, the sales of battery replacement facilities of new energy vehicles; the operation of gas fueling for gas vehicles; the manufacture of synthetic materials (excluding hazardous chemicals), the sales of synthetic materials; the manufacture<br>of engineering plastics and synthetic resin, the sales of engineering plastics and synthetic resin; the manufacture of synthetic fiber, the sales of synthetic fiber; the manufacture of new membrane materials, the sales of new membrane materials; the<br>sales of high-quality synthetic rubber; the manufacture of high-performance fiber and composite materials, the sales of high-performance fiber and composite materials; the manufacture of bio-based materials,<br>the sales of bio-based materials; the manufacture of graphite and carbon products, the sales of graphite and carbon products; the sales of graphene materials; the manufacture of electronic special materials,<br>the sales of electronic special materials, the research and development of electronic special materials; the research and experimental development of engineering and technology. The sales of pipeline transportation equipment; the repairment and<br>maintenance of automobiles; the retail of automobile spare parts; the sales of commodity; the sales of agricultural machinery; the sales of medical devices of Class II; the import and export of goods, the import and export of technology, the<br>custom clearance business; the domestic freight agency, the international freight agency, the international marine freight agency, domestic charter agency, international charter agency; the provision of accommodation; the sales of food (pre-packaged food only), the sales of food, the sales of agricultural and sideline products, the retail of tobacco products, the retail of electronic cigarette; the retail of publications, the lease of audio-visual<br>products; the lease of non-residential real property, the lease of residential real property, the lease of machinery; the retail of clothing and accessory, the retail of sport usable and equipment, the<br>wholesale of stationery goods, the retail of stationery goods, the wholesale of hardware goods, the retail of hardware goods, the sales of furniture, the sales of furniture spare parts, the sales of construction materials, the retail of daily<br>household appliances, the sales of household appliances, the sales of electronic products, the wholesale of daily necessities, the sales of daily necessities, the sales of hygiene products and single-use<br>medical products, the sales of labor protection supplies, the sales agency of single-use commercial prepaid card; sales agency; the ticket agency services; the electronic weighing services; the production,<br>design, agency and publication of advertisement; the professional cleaning, washing and disinfection services. |
| --- | --- |
| For items required to be approved by laws, operations may be conducted only upon and with the approval of relevant<br>authorities.<br> <br><br> <br>The Company’s scope of business shall be<br>consistent with and subject to the scope of business approved by the authority responsible for the registration of the Company.<br> <br><br><br><br>The Company may, according to the demand in the domestic and international markets, the Company’s development ability and the<br>requirements of its business, adjust its scope of business in accordance with the laws.<br> <br><br><br><br>Subject to and in compliance with laws and administrative regulations of the People’s Republic of China (“PRC”), the Company<br>has the rights to raise and borrow money, which includes (without limitation) the rights to borrow money, issue debentures, mortgage or pledge all or part of the Company’s interests and to provide guarantees of various forms for the debts of<br>third parties (including, without limitation, subsidiaries or associated companies of the Company) under different circumstances. | For items required to be approved by laws, operations may be conducted only upon and with the approval of relevant<br>authorities.<br> <br><br> <br>The Company’s scope of business shall be<br>consistent with and subject to the scope of business approved by the authority responsible for the registration of the Company.<br> <br><br><br><br>The Company may, according to the demand in the domestic and international markets, the Company’s development ability and the<br>requirements of its business, adjust its scope of business in accordance with the laws.<br> <br><br><br><br>Subject to and in compliance with laws and administrative regulations of the People’s Republic of China (“PRC”), the Company<br>has the rights to raise and borrow money, which includes (without limitation) the rights to borrow money, issue debentures, mortgage or pledge all or part of the Company’s interests and to provide guarantees of various forms for the debts of<br>third parties (including, without limitation, subsidiaries or associated companies of the Company) under different circumstances. |
| --- | --- |
EX-99.3
Exhibit 99.3

中國石油天然氣股份有限公司
PETROCHINA COMPANY LIMITED
(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 857)
Listof 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 Chairmanand Non-Executive Director: Hou Qijun
Non-Executive Directors
Duan Liangwei
Executive Director
Jiao Fangzheng
Huang Yongzhang
Ren Lixin
IndependentNon-Executive Directors
Elsie Leung Oi-sie
Tokuchi Tatsuhito
Simon Henry
Cai Jinyong
Jiang, Simon X.
The Board has established five Board Committees. The table below provides membership information of these Board Committees on which certain Board members serve:
| Board<br><br><br>Committee<br> <br><br><br><br>Director | NominationCommittee | Audit<br>Committee | InvestmentandDevelopmentCommittee | Examination<br>and<br>Remuneration<br>Committee | SustainableDevelopmentCommittee |
|---|---|---|---|---|---|
| Dai Houliang | C | ||||
| Hou Qijun | C | ||||
| Duan Liangwei | M | M | |||
| Jiao Fangzheng | M | ||||
| Huang Yongzhang | C | ||||
| Ren Lixin | M | ||||
| Elsie Leung Oi-sie | C | ||||
| Tokuchi Tatsuhito | M | ||||
| Simon Henry | M | ||||
| Cai Jinyong | M | C | |||
| Jiang, Simon X. | M | M |
Notes:
| C | Chairman of the relevant Board Committees |
|---|---|
| M | Member of the relevant Board Committees |
Beijing, the PRC
29 April 2022