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 November 2020
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 | EGM poll result announcement; and |
| 99.2 | Appointment of a supervisor and the chairman of the supervisory committee. |
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 5, 2020 | By: | /s/ CHAI Shouping |
| Name: | CHAI Shouping | |
| Title: | Company Secretary |
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.
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)
RESOLUTIONS PASSED AT THE THIRD EXTRAORDINARY GENERAL MEETING OF 2020
The board of directors (the “Board”) of PetroChina Company Limited (the “Company”) is pleased to announce that the Company’s third extraordinary general meeting of 2020 (the “EGM”) was held in Beijing at 9 a.m. on 5 November 2020 and the resolutions set out below were duly passed.
Resolutions Passed at the Third Extraordinary General Meeting of 2020
We refer to the notice of the EGM dated 15 September 2020 (the “Notice”), the circular of the Company dated 15 September 2020 in relation to the EGM (the “Circular”), the supplemental notice of the EGM dated 20 October 2020 (the “Supplemental Notice”), and the supplemental circular of the Company dated 20 October 2020 in relation to the EGM (the “Supplemental Circular”), respectively. Unless otherwise defined herein, terms used in this announcement shall have the same meanings as defined in the Circular.
The Board is pleased to announce that the EGM was held at Beijing Talimu Petroleum Hotel, 5 Beishatan, Chaoyang District, Beijing, the PRC at 9 a.m. on 5 November 2020.
The meeting was convened by the Board, and was chaired by Mr. Li Fanrong, the Vice Chairman of the Company. Some of the Company’s Directors, Supervisors and senior management 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 ordinary resolutions were considered and approved by way of poll, and the poll results of the votes are as follows:
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| Resolutions | For | Against | Abstain | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Number of votescast | Percentage(%) | Number of votescast | Percentage(%) | Number of votescast | Percentage(%) | ||||||||||
| 1. | To consider and approve the following resolution in respect of continuing connected transactions:<br><br><br>“THAT, as set out in the circular dated 15 September 2020 issued by the Company to its shareholders (the “Circular”): the New Comprehensive<br>Agreement entered into between the Company and China National Petroleum Corporation be and is hereby approved, ratified and confirmed and the execution of the New Comprehensive Agreement by Mr. Chai Shouping for and on behalf of the Company be<br>and is hereby approved, ratified and confirmed; Mr. Chai Shouping be and is hereby authorised to make any amendment to the New Comprehensive Agreement as he thinks desirable and necessary and to do all such further acts and things and execute<br>such further documents and take all such steps which in his opinion may be necessary, desirable or expedient to implement and/or give effect to the terms of such transactions; and the Non-Exempt Continuing<br>Connected Transactions and the proposed annual caps of the Non Exempt Continuing Connected Transactions under the New Comprehensive Agreement, which the Company expects to occur in the ordinary and usual course of business of the Company and its<br>subsidiaries, as the case may be, and to be conducted on normal commercial terms, be and are hereby generally and unconditionally approved.” | 5,112,690,834 | 64.702625 | 2,789,119,491 | 35.297138 | 18,700 | 0.000237 | ||||||||
| 2. | To consider and approve the election of Mr. Lv Bo as a supervisor of the Company. | 154,346,101,663 | 99.716982 | 422,616,648 | 0.273036 | 15,449,850 | 0.009982 |
2
As the above resolutions were passed by a simple majority, these resolutions were duly passed as ordinary resolutions.
As at the date of the EGM:
| (1) | The first resolution is in relation to connected transactions. The controlling shareholder of the Company,<br>China National Petroleum Corporation, being a connected person of the Company, together with its associates abstained from voting in respect of the first resolution. Thus their relevant Shares as 146,882,339,136 A Shares and 291,518,000 H Shares<br>were not calculated into the poll results in respect of the first resolution. |
|---|---|
| (2) | The total number of Shares entitling the holders to attend and vote for or against the resolution 1 set out<br>above at the EGM: 35,847,120,682 Shares comprising 15,039,738,682 A Shares and 20,807,382,000 H Shares. The issued share capital of the Company and total number of Shares entitling the holders to attend and vote for or against the resolution 2 set<br>out above at the EGM: 183,020,977,818 Shares comprising 161,922,077,818 A Shares and 21,098,900,000 H Shares. |
| --- | --- |
| (3) | Information on the Shareholders and proxies who attended and voted at the EGM is as follows:<br> |
| --- | --- |
| Number of Shareholders or proxies who attended and voted at the EGM | 118 |
| --- | --- |
| Total number of voting shares of the Company held by such attending Shareholders or<br>proxies | 154,784,168,161 |
| of which: A Shares<br><br><br>H Shares | 148,476,621,914 |
| Percentage of such voting shares of the Company held by such attending Shareholders or proxies, as<br>compared with the total number of voting shares of the Company (%) | 6,307,546,247 |
| of which: A Shares (%)<br><br><br>H Shares (%) | 84.571818 |
3
| (4) | There were no Shares of the Company entitling the holders to attend and vote only against the resolutions at<br>the EGM or that are required to abstain from voting. |
|---|---|
| (5) | The poll results were subject to scrutiny by Wang Qiuya and Fan Kun, representatives of holders of A Shares, Lu<br>Yaozhong, Supervisor of the Company, Gao Yimin of King & Wood Mallesons and Hong Kong Registrars Limited. Hong Kong Registrars Limited acted as the scrutineer for the vote-counting. |
| --- | --- |
| By order of the Board<br><br><br>PetroChina Company Limited<br><br><br>Company Secretary ****<br><br><br>Chai Shouping | |
| --- |
Beijing, China
5 November 2020
As at the date of this announcement, the Board comprises Mr. Dai Houliang as Chairman; Mr. Li Fanrong as Vice Chairman and non-executive Director; Mr. Liu Yuezhen, Mr. Jiao Fangzheng and Mr. Huang Yongzhang as non-executive Directors; Mr. Duan Liangwei as executive Director;and Ms. Elsie Leung Oi-sie, Mr. Tokuchi Tatsuhito, Mr. Simon Henry, Mr. Cai Jinyong and Mr. Jiang, Simon X. as independent non-executiveDirectors.
4
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)
APPOINTMENT OF SUPERVISOR
AND
CHAIRMAN OFSUPERVISORY COMMITTEE
We refer to the notice of the third extraordinary general meeting of 2020 (the “EGM”) of PetroChina Company Limited (the “Company”) dated 15 September 2020 (the “Notice”), the circular dated 15 September 2020 in relation to the EGM (the “Circular”), the supplemental notice of the EGM dated 20 October 2020 (the “Supplemental Notice”), the supplemental circular of the Company dated 20 October 2020 in relation to the EGM (the “Supplemental Circular”), and the announcement dated 20 October 2020 in relation to the resignation of supervisor and chairman of the supervisory committee of the Company (the “Supervisory Committee”) and the proposed election and appointment of supervisor. Unless otherwise defined herein, terms used in this announcement shall have the same meanings as defined in the Circular and Supplemental Circular.
The board of directors of the Company (the “Board”) is pleased to announce that the EGM was held at Beijing Talimu Petroleum Hotel, 5 Beishatan, Chaoyang District, Beijing, the PRC at 9 a.m. on 5 November 2020.
The Board announces that Mr. Lv Bo was elected as a new supervisor at the EGM with immediate effect. In addition, pursuant to the resolution passed at the seventh meeting of the Supervisory Committee held on 5 November 2020 by way of written resolutions, Mr. Lv Bo was elected as the chairman of the Supervisory Committee with immediate effect.
Please refer to the Supplemental Circular as noted above for the biographical information and other details to be disclosed pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited in relation to the appointment of Mr. Lv Bo as supervisor and the chairman of the Supervisory Committee.
By order of the Board
PetroChina Company Limited
Company Secretary
Chai Shouping
Beijing, the PRC
5 November 2020
As at the date of thisannouncement, the Board comprises Mr. Dai Houliang as Chairman; Mr. Li Fanrong as Vice Chairman and non-executive Director; Mr. Liu Yuezhen, Mr. Jiao Fangzheng and Mr. Huang Yongzhangas non-executive Directors; Mr. Duan Liangwei as executive Director; and Ms. Elsie Leung Oi-sie, Mr. Tokuchi Tatsuhito, Mr. Simon Henry, Mr. CaiJinyong and Mr. Jiang, Simon X. as independent non-executive Directors.