Petrochina Co Ltd 6-K, filed Sep 29, 2020
Petrochina Co Ltd (PCCYF)
About this 6-K
Petrochina Co Ltd filed this 6-K on September 29, 2020.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of September 2020
Commission File Number: 001-15006
PETROCHINA COMPANY LIMITED
9 Dongzhimen North Street, Dongcheng District
Beijing, The People’s Republic of China, 100007
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ 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; and | |
| 99.2 | List of directors and their roles and functions. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this announcement to be signed on its behalf by the undersigned, thereunto duly authorized.
| PetroChina Company Limited | ||||||
| Dated: September 29, 2020 | By: | /s/ CHAI Shouping | ||||
| Name: | CHAI Shouping | |||||
| Title: | Company Secretary | |||||
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 no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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 SECOND EXTRAORDINARY GENERAL MEETING OF 2020
AND
APPOINTMENT OF DIRECTOR
The board of directors (the “Board”) of PetroChina Company Limited (the “Company”) is pleased to announce that the Company’s second extraordinary general meeting of 2020 (the “EGM”) was held in Beijing at 9 a.m. on 28 September 2020 and the resolutions set out below were duly passed.
The Board also wishes to notify the shareholders of the Company (the “Shareholders”) of details relating to the appointment of Directors.
Resolutions Passed at the Second Extraordinary General Meeting of 2020
We refer to the notice of the EGM dated 12 August 2020 (the “Notice”) and the circular of the Company dated 12 August 2020 in relation to the EGM (the “Circular”). 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 28 September 2020.
The meeting was convened by the Board, and was chaired by Mr. Dai Houliang, the 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.
1
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:
| Resolutions | For | Against | Abstain | |||||||||||||||||||||||
| Number of votes cast |
Percentage (%) |
Number of votes cast |
Percentage (%) |
Number of votes cast |
Percentage (%) |
|||||||||||||||||||||
| 1. |
To consider and approve the Transactions, and to authorize the Chairman (and the authorized representatives of the Chairman) to take all necessary actions to determine and deal with the Transactions, approve the relevant agreements, contracts and legal documents, amend, supplement, sign, submit, report and execute all agreements, contracts and documents as deemed appropriate or necessary, deal with the relevant declaration matters, and take all other actions as deemed necessary, beneficial or appropriate to execute the terms of the Transactions and/or make the terms of the Transactions effective. | 156,528,811,021 | 99.996305 | 5,354,000 | 0.003420 | 430,200 | 0.000275 | |||||||||||||||||||
| 2. |
To consider and approve the election of Mr. Huang Yongzhang as Director of the Company. | 156,459,236,883 | 99.951858 | 74,571,138 | 0.047639 | 787,200 | 0.000503 | |||||||||||||||||||
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 issued share capital of the Company and total number of Shares entitling the holders to attend and vote for or against the resolutions set out above at the EGM: 183,020,977,818 Shares comprising 161,922,077,818 A Shares and 21,098,900,000 H Shares. |
2
| (2) | Information on the Shareholders and proxies who attended and voted at the EGM is as follows: |
| Number of Shareholders or proxies who attended and voted at the EGM | 134 | |||
| Total number of voting shares of the Company held by such attending Shareholders or proxies |
156,534,595,221 | |||
| of which: A Shares H Shares |
|
149,947,024,656 6,587,570,565 |
| |
| Percentage of such voting shares of the Company held by such attending Shareholders or proxies, as compared with the total number of voting shares of the Company (%) |
85.528226 | |||
| of which: A Shares (%) H Shares (%) |
|
81.928873 3.599353 |
|
| (3) | There were no Shares of the Company entitling the holders to attend and vote only against the resolutions at the EGM or that are required to abstain from voting. |
| (4) | The poll results were subject to scrutiny by Xiong Xiaotong and Fan Kun, representatives of holders of A Shares, Lu 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. |
Appointment of Director
The Board is pleased to announce that according to the poll results of the EGM, Mr. Huang Yongzhang was elected as the Director, effective immediately. Please refer to the Circular for resume of Mr. Huang Yongzhang.
| By order of the Board PetroChina Company Limited Company Secretary |
| Chai Shouping |
Beijing, China
28 September 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. Lv Bo, 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-executive Directors.
3
Exhibit 99.2
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)
List of Directors and their Roles and Functions
The members of the board of directors (the “Board”) of PetroChina Company Limited are set out below:
Chairman: Dai Houliang
Vice Chairman and Non-Executive Director: Li Fanrong
Non-Executive Directors
Liu Yuezhen
Lv Bo
Jiao Fangzheng
Huang Yongzhang
Executive Director
Duan Liangwei
Independent Non-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 Committee |
Nomination Committee |
Audit Committee |
Investment and Development Committee |
Examination and Remuneration Committee |
Health, Safety and Environment Committee | |||||
| Director | ||||||||||
| Dai Houliang |
C | |||||||||
| Li Fanrong |
C | |||||||||
| Liu Yuezhen |
M | M | ||||||||
| Lv Bo |
M | |||||||||
| Jiao Fangzheng |
M | |||||||||
| Huang Yongzhang |
||||||||||
| Duan Liangwei |
M | C | ||||||||
| 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
28 September 2020