PTR Petrochina Company Ltd

 

 

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 October 2014

Commission File Number: 001-15006

 

 

PETROCHINA COMPANY LIMITED

 

 

9 Dongzhimen North Street, Dongcheng District

Beijing, The People’s Republic of China, 100007

(Address of Principal Executive Offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  x             Form 40-F  ¨

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   x

(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		Announcement dated October 29, 2014 in connection with the 2014 third quarterly report of the Company.
99.2		Announcement dated October 29, 2014 relating to the resolutions passed at the extraordinary general meeting.

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: October 29, 2014				By:		/s/ Wu Enlai
				Name:		Wu Enlai
				Title:		Secretary to the Board

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.

 

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

Third Quarterly Report of 2014

 

§1	Important Notice

 

1.1

The Board of Directors of PetroChina Company Limited (the “Company”), the Supervisory Committee and the Directors, Supervisors and Senior Management of the Company warrant that there are no material omissions from, or misrepresentation or misleading statements contained in this quarterly report, and jointly and severally accept full responsibility for the truthfulness, accuracy and completeness of the information contained in this quarterly report.

 

1.2	This quarterly report has been approved at an extraordinary meeting of the Board of Directors of the Company (the “Board”). All Directors warrant, and have no doubt as to, the truthfulness, accuracy and completeness of the contents of this quarterly report.

 

1.3

The financial statements of the Company and its subsidiaries (the “Group”) have been prepared in 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.

 

1.4

Mr. Zhou Jiping, Chairman of the Board of the Company, Mr. Wang Dongjin, Vice Chairman of the Board of the Company and President of the Company and Mr. Yu Yibo, Chief Financial Officer of the Company, warrant the truthfulness, accuracy and completeness of the financial statements set out in this quarterly report.

 

1

---

§2	Basic Information 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 the reporting period				As at the end of the preceding year				Changes from the end of the preceding year to the end of the reporting period (%)
Total assets			2,392,099				2,342,110				2.1
Equity attributable to owners of the Company			1,171,756				1,132,735				3.4

 

Items		From the beginning of the year to the end of the reporting period				Changes over the same period of the preceding year (%)
Net cash flows from operating activities			254,710				23.8

 

Unit: RMB Million
		For the three months ended September 30 (July-September)												For the nine months ended September 30 (January-September)
Items		2014				2013				Changes over the same period of the preceding year (%)				2014				2013				Changes over the same period of the preceding year (%)
Turnover			600,580				581,688				3.2				1,754,548				1,682,784				4.3
Profit attributable to owners of the Company			27,923				29,766				(6.2	)			96,047				95,288				0.8
Return on net assets (%)			2.4				2.7				(0.3 percentage point	)			8.2				8.6				(0.4) percentage point
Basic earnings per share (RMB)			0.15				0.16				(6.2	)			0.52				0.52				0.8
Diluted earnings per share (RMB)			0.15				0.16				(6.2	)			0.52				0.52				0.8

 

2

---

2.1.2

Key Financial Data and Financial Indicators Prepared under CAS

 

Unit: RMB Million
Items		As at the end of the reporting period				As at the end of the preceding year				Changes from the end of the preceding year to the end of the reporting period (%)
Total assets			2,391,988				2,342,004				2.1
Equity attributable to equity holders of the Company			1,171,868				1,132,850				3.4

 

Items		From the beginning of the year to the end of the reporting period				Changes over the same period of the preceding year (%)
Net cash flows from operating activities			254,710				23.8

 

Unit: RMB Million
		For the three months ended September 30 (July-September)												For the nine months ended September 30 (January-September)
Items		2014				2013				Changes over the same period of the preceding year (%)				2014				2013				Changes over the same period of the preceding year (%)
Operating income			600,580				581,688				3.2				1,754,548				1,682,784				4.3
Net profit attributable to equity holders of the Company			27,922				29,772				(6.2	)			96,044				95,293				0.8
Net profit after deducting non-recurring profit/loss items attributable to equity holders of the Company			28,734				29,217				(1.7	)			97,307				78,720				23.6
Weighted average return on net assets (%)			2.4				2.7				(0.3 percentage point	)			8.2				8.7				(0.5) percentage point
Basic earnings per share (RMB)			0.15				0.16				(6.2	)			0.52				0.52				0.8
Diluted earnings per share (RMB)			0.15				0.16				(6.2	)			0.52				0.52				0.8

 

3

---

Unit: RMB Million
Non-recurring profit/loss items		For the nine months ended September 30, 2014 profit/(loss)
Net loss on disposal of non-current assets			(668	)
Government grants recognized in the income statement			2,199
Net loss on disposal of available-for-sale financial assets			(5	)
Reversal of provisions for bad debts against receivables			50
Other non-operating income and expenses			(3,111	)
Sub-total			(1,535	)
Tax impact of non-recurring profit/loss items			317
Impact of minority interests			(45	)
Total			(1,263	)

 

2.1.3

Differences between CAS and IFRS

x  Applicable     ¨  Inapplicable

The consolidated net profit for the reporting period under IFRS and CAS were RMB106,024 million and RMB106,020 million respectively, with a difference of RMB4 million; the consolidated shareholders’ equity as at the end of the reporting period under IFRS and CAS were RMB1,313,317 million and RMB1,313,286 million respectively, with a difference of RMB31 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 (“CNPC”). 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	Number of Shareholders, Shareholding of Top Ten Shareholders of Shares without Selling Restrictions and Shareholdings of Top Ten Shareholders as at the end of the Reporting Period

 

Number of shareholders as at the end of the reporting period		918,647 shareholders including 911,037 holders of A shares and 7,610 holders of H shares (including 230 holders of the American Depository Shares)
Shareholdings of the top ten shareholders of shares without selling restrictions

Name of shareholders				Number of shares held				Type of shares
1		CNPC			158,033,693,528	(1)			A shares
2		HKSCC Nominees Limited(2)			20,835,401,958	(3)			H shares
3		National Council for Social Security Fund of the PRC			400,000,000				A shares
4		China Securities Finance Corporation Limited			250,605,832				A shares
5		CSOP Asset Management Limited - CSOP FTSE China A50 ETF			67,625,820				A shares
6		Guangxi Investment Group Co., Ltd			39,560,045				A shares
7		Industrial and Commercial Bank of China Limited - China Universal SCI Index Securities Investment Fund			34,332,866				A shares
8		Industrial and Commercial Bank of China - Shanghai 50 Index ETF Securities Investment Fund			28,563,931				A shares
9		Bank of China Limited – Jiashi CSI 300 Index Trading Securities Investment Fund			19,239,906				A shares
10		Client Credit Trading Guarantee Securities Account of Shenyin & Wanguo Securities Co., Ltd.			14,171,759				A shares
Shareholdings of the top ten shareholders
Name of shareholders				Number of shares held				Type of shares
1		CNPC			158,033,693,528				A shares
2		HKSCC Nominees Limited			20,835,401,958				H shares
3		National Council for Social Security Fund of the PRC			400,000,000				A shares
4		China Securities Finance Corporation Limited			250,605,832				A shares
5		CSOP Asset Management Limited - CSOP FTSE China A50 ETF			67,625,820				A shares
6		Guangxi Investment Group Co., Ltd			39,560,045				A shares
7		Industrial and Commercial Bank of China Limited - China Universal SCI Index Securities Investment Fund			34,332,866				A shares
8		Industrial and Commercial Bank of China - Shanghai 50 Index ETF Securities Investment Fund			28,563,931				A shares
9		Bank of China Limited – Jiashi CSI 300 Index Trading Securities Investment Fund			19,239,906				A shares
10		Client Credit Trading Guarantee Securities Account of Shenyin & Wanguo Securities Co., Ltd.			14,171,759				A shares

Notes:

(1)	Such figure excludes the H shares indirectly held by CNPC through Fairy King Investments Limited, an overseas wholly-owned subsidiary of CNPC.

(2)	HKSCC Nominees Limited is a subsidiary of the Hong Kong Stock Exchange and its principal business is to act as nominee on behalf of other corporate or individual shareholders.

(3)	291,518,000 H shares were held by CNPC through Fairy King Investments Limited, an overseas wholly-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.

 

5

---

2.3	Business Review

In the first three quarters of 2014, facing severe situations of the slow recovery of world economy, weak domestic demand in refined products and a depressed market for chemicals, the Group focused on the development guidelines of “quality, profitability and sustainability”, achieved stable and controlled production and operation, and recorded better operating results than expected.

In respect of exploration and production, the Group achieved important progress in oil and gas exploration, achieved a stable increase in output of oil and gas. In the first three quarters of 2014, crude oil output of the Group amounted to 700.0 million barrels, representing an increase of 0.3% as compared with the same period last year. Marketable natural gas output of the Group amounted to 2,193.9 billion cubic feet, representing an increase of 7.1% as compared with the same period last year. The oil and gas equivalent output was 1,065.8 million barrels, representing an increase of 2.5% as compared with the same period last year, of which the overseas oil and gas equivalent output was 101.7 million barrels, representing an increase of 0.3% as compared with the same period last year. In the first three quarters of 2014, the profit from operations of the exploration and production segment amounted to RMB145,954 million, representing a decrease of 0.7% from RMB147,010 million achieved in the same period last year.

In respect of refining and chemicals, the Group adhered to the principle of market-orientation and profitability, reasonably arranged its processing load and optimised its resource allocation, sought to reduce losses and enhance profitability. In the first three quarters of 2014, the Group processed 746.4 million barrels of crude oil, representing an increase of 1.6% as compared with the same period last year. The Group produced 68.008 million tons of gasoline, diesel and kerosene, representing an increase of 1.9% over the same period last year. In the first three quarters of 2014, the refining and chemicals segment incurred a loss from operations of RMB8,755 million, representing a decrease of RMB11,249 million in loss of operations from RMB 20,004 million for the same period last year. The refining operations turned loss into a profit, realised a profit from operations of RMB2,567 million, representing an increase of RMB7,888 million in profit from operations as compared with a loss of RMB5,321 million for the same period last year. Facing the situation of the prolonged faltered chemical market, the Group actively optimized its product structure. The chemicals operations incurred a loss from operations of RMB11,322 million, representing a decrease in loss from operations of RMB3,361 million from a loss of RMB14,683 million for the same period last year.

In respect of marketing, the Group adjusted its marketing strategy flexibly and endeavored to expand sales and reduce inventories, achieved growth in production of its high profitability products, such as aviation kerosene. In respect of international trading business, the Group fully performed its resource allocation function. In the first three quarters of 2014, impacted by the weak domestic demand of in refined products, the Group sold 117.573 million tons of gasoline, diesel and kerosene, representing a decrease of 1.5% as compared with the same period last year. By actively optimizing sales structure and focusing on quality and profitability, in the first three quarters of 2014, the profit from operations of the marketing segment amounted to RMB10,567 million, representing an increase of 57.6% as compared with RMB6,705 million for the same period last year.

 

6

---

In respect of natural gas and pipeline, seizing the opportunity of the raise in the gas price at the gate gas stations for non-household usage by the PRC government, the Group coordinated and balanced the utilisation of two sources including domestic gas and overseas gas, promoted the production of the key gas projects in order, thus ensuring sales profitability. In the first three quarters of 2014, the profit from operations of the natural gas and pipeline segment amounted to RMB9,234 million, representing a decrease of RMB14,204 million as compared with RMB23,438 million for the same period last year; without taking into account of the gain arising from contribution of certain pipeline net assets and business in same period last year, the profit increased by 10,618 million as compared with the same period last year. In the first three quarters of 2014, the net loss incurred from sales of imported gas and LNG in the natural gas and pipeline segment amounted to RMB28,387 million, representing a decrease in loss of RMB3,303 million as compared with the same period last year.

In the first three quarters of 2014, the average realised price for crude oil of the Group was US$99.93 per barrel, of which the domestic realised price was US$98.58 per barrel, which was basically at the same level as with the same period last year; the average realised price for natural gas was US$6.40 per thousand cubic feet, of which the domestic realised price was US$6.28 per thousand cubic feet, representing an increase of 16.8% as compared with the same period last year, mainly due to the combined effects of the newly implemented natural gas price adjustment plan and change in sales structure.

 

7

---

Summary of Key Operating Data for the First Three Quarters of 2014

 

Operating Data		Unit		For the nine months ended September 30								Changes over the same period of the preceding year (%)
				2014				2013
Crude oil output		Million barrels			700.0				698.0				0.3
of which: domestic		Million barrels			615.4				613.2				0.4
overseas		Million barrels			84.6				84.8				(0.2	)
Marketable natural gas output		Billion cubic feet			2,193.9				2,048.0				7.1
of which: domestic		Billion cubic feet			2,091.5				1,948.3				7.3
overseas		Billion cubic feet			102.4				99.7				2.7
Oil and natural gas equivalent output		Million barrels			1,065.8				1,039.4				2.5
of which: domestic		Million barrels			964.1				938.0				2.8
overseas		Million barrels			101.7				101.4				0.3
Processed crude oil		Million barrels			746.4				734.5				1.6
Gasoline, kerosene and diesel output		Thousand tons			68,008				66,758				1.9
of which: Gasoline		Thousand tons			22,541				21,543				4.6
Kerosene		Thousand tons			3,213				3,033				5.9
Diesel		Thousand tons			42,254				42,182				0.2
Gasoline, kerosene and diesel sales		Thousand tons			117,573				119,422				(1.5	)
of which: Gasoline		Thousand tons			42,648				39,990				6.6
Kerosene		Thousand tons			10,210				10,069				1.4
Diesel		Thousand tons			64,715				69,363				(6.7	)
Output of key chemical products
Ethylene		Thousand tons			3,688				2,920				26.3
Synthetic resin		Thousand tons			5,885				4,808				22.4
Synthetic fiber raw materials and polymer		Thousand tons			943				935				0.9
Synthetic rubber		Thousand tons			555				507				9.5
Urea		Thousand tons			2,143				2,949				(27.3	)

 

Note:

(1)Figures have been converted at the rate of 1 ton of crude oil = 7.389 barrels and 1 cubic metre of natural gas = 35.315 cubic feet.

 

8

---

§3	Significant Events

3.1 Significant changes in key accounting items and financial indicators under CAS and explanation of such changes

x  Applicable    ¨  Inapplicable

 

Unit: RMB Million
Items		September 30, 2014				December 31, 2013				Changes (%)				Key explanation of the changes
Advances to suppliers			32,130				11,445				180.7			Mainly due to increase in advances to suppliers during the current period
Short-term borrowings			145,915				110,894				31.6			Mainly due to increase in short-term borrowings in line with the need for the expanded scale of production and operation during the current period
Notes payable			2,872				832				245.2			Mainly due to increase in the use of bank notes in settling the purchase consideration
Employee compensation payable			12,020				4,836				148.6			Mainly due to increase in the number of employees resulting from the expanded scale of production and operation, as well as the increase in the outstanding amount of employee compensation payable as compared with the end of the last year
Other payables			62,560				27,025				131.5			Mainly due to increase in the outstanding amount of other payables during the current period
Non-current liabilities due within one year			36,770				81,873				(55.1	)		Mainly due to the fact that the amount of non-current liabilities due within one year that was repaid was higher than the amount that was transferred into the same item during the current period.
Special reserve			12,696				8,922				42.3			Mainly due to net increase in the amount of safety fund provision

 

Items		For the nine months ended September 30								Changes (%)				Key explanation of the changes
		2014				2013
Asset impairment losses			(9	)			2,821				(100.3	)		Mainly due to the asset impairment losses recorded for refinery and chemical equipment in the same period last year
Investment income			9,746				7,449				30.8			Mainly due to increase in the investment income attributable to the Group from newly established joint venture company
Non-operating income			9,181				34,860				(73.7	)		Mainly due to recognition of the gain arising from contribution of certain pipeline net assets and operations in the same period last year
Net cash flows from financing activities			(58,393	)			79,436				(173.5	)		Mainly due to increase in repayment of borrowings during the current period as compared with the same period last year

 

9

---

3.2	Developments and impacts of significant events as well as the analysis of and explanation for the solutions

x  Applicable     ¨  Inapplicable

 

 

3.3	Status of fulfillment of undertaking given by the Company and shareholders holding 5% or more of the Company’s shares

x  Applicable     ¨  Inapplicable

 

 

10

---

3.4	Caution and explanation as to the anticipated accumulated losses or significant changes over the same period of the preceding year

¨  Applicable     x  Inapplicable

 

3.5	Impact of application of new accounting principles on consolidated financial statements

 

By Order of the Board of Directors

PetroChina Company Limited

Zhou Jiping

Chairman

Beijing, the PRC

October 29, 2014

As at the date of this announcement, the board of directors of the Company comprises Mr Zhou Jiping as the Chairman; Mr Liao Yongyuan as Vice Chairman and non-executive director; Mr Wang Dongjin as Vice Chairman and executive director; Mr Yu Baocai, Mr Shen Diancheng and Mr Liu Yuezhen as non-executive directors; Mr Liu Hongbin as executive director; and Mr Chen Zhiwu, Mr Richard H. Matzke and Mr Lin Boqiang 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.

 

11

---

APPENDIX

A. Financial statements for the third quarter of 2014 prepared in accordance with IFRS

1-1. Consolidated Statement of Comprehensive Income

 

		Three months ended September 30
		2014				2013
		RMB million				RMB million
TURNOVER			600,580				581,688
OPERATING EXPENSES
Purchases, services and other			(400,196	)			(382,829	)
Employee compensation costs			(29,130	)			(28,420	)
Exploration expenses, including exploratory dry holes			(5,172	)			(5,845	)
Depreciation, depletion and amortisation			(46,514	)			(42,645	)
Selling, general and administrative expenses			(18,620	)			(22,006	)
Taxes other than income taxes			(59,313	)			(58,840	)
Other income, net			820				2,845
TOTAL OPERATING EXPENSES			(558,125	)			(537,740	)
PROFIT FROM OPERATIONS			42,455				43,948
FINANCE COSTS
Exchange gain			643				775
Exchange loss			(1,391	)			(1	)
Interest income			963				546
Interest expense			(5,519	)			(6,984	)
TOTAL NET FINANCE COSTS			(5,304	)			(5,664	)
SHARE OF PROFIT OF ASSOCIATES AND JOINT VENTURES			3,429				2,651
PROFIT BEFORE INCOME TAX EXPENSE			40,580				40,935
INCOME TAX EXPENSE			(8,611	)			(7,938	)
PROFIT FOR THE PERIOD			31,969				32,997
OTHER COMPREHENSIVE INCOME
RECLASSIFIABLE TO PROFIT OR LOSS:
Currency translation differences			(2,282	)			186
Fair value profit from available-for-sale financial assets, net of tax			74				78
Share of the other comprehensive profit of associates and joint ventures accounted for using the equity method			56				22
OTHER COMPREHENSIVE (LOSS) / INCOME, NET OF TAX			(2,152	)			286
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD			29,817				33,283
PROFIT FOR THE PERIOD ATTRIBUTABLE TO:
Owners of the Company			27,923				29,766
Non-controlling interests			4,046				3,231
			31,969				32,997
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD ATTRIBUTABLE TO:
Owners of the Company			25,712				30,657
Non-controlling interests			4,105				2,626
			29,817				33,283
BASIC AND DILUTED EARNINGS PER SHARE FOR PROFIT ATTRIBUTABLE TO OWNERS OF THE COMPANY (RMB)			0.15				0.16

 

12

---

1-2. Consolidated Statement of Comprehensive Income

 

		Nine months ended September 30
		2014				2013
		RMB million				RMB million
TURNOVER			1,754,548				1,682,784
OPERATING EXPENSES
Purchases, services and other			(1,141,825	)			(1,105,749	)
Employee compensation costs			(86,644	)			(84,079	)
Exploration expenses, including exploratory dry holes			(19,206	)			(19,310	)
Depreciation, depletion and amortisation			(131,263	)			(118,538	)
Selling, general and administrative expenses			(54,938	)			(58,551	)
Taxes other than income taxes			(179,433	)			(183,204	)
Other income, net			4,296				30,455
TOTAL OPERATING EXPENSES			(1,609,013	)			(1,538,976	)
PROFIT FROM OPERATIONS			145,535				143,808
FINANCE COSTS
Exchange gain			3,595				2,809
Exchange loss			(6,254	)			(2,475	)
Interest income			2,003				1,263
Interest expense			(18,073	)			(17,719	)
TOTAL NET FINANCE COSTS			(18,729	)			(16,122	)
SHARE OF PROFIT OF ASSOCIATES AND JOINT VENTURES			9,491				7,010
PROFIT BEFORE INCOME TAX EXPENSE			136,297				134,696
INCOME TAX EXPENSE			(30,273	)			(29,142	)
PROFIT FOR THE PERIOD			106,024				105,554
OTHER COMPREHENSIVE INCOME
RECLASSIFIABLE TO PROFIT OR LOSS:
Currency translation differences			(3,298	)			(6,928	)
Fair value profit from available-for-sale financial assets, net of tax			62				55
Share of the other comprehensive income /(loss) of associates and joint ventures accounted for using the equity method			99				(140	)
OTHER COMPREHENSIVE LOSS, NET OF TAX			(3,137	)			(7,013	)
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD			102,887				98,541
PROFIT FOR THE PERIOD ATTRIBUTABLE TO:
Owners of the Company			96,047				95,288
Non-controlling interests			9,977				10,266
			106,024				105,554
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD ATTRIBUTABLE TO:
Owners of the Company			94,337				89,502
Non-controlling interests			8,550				9,039
			102,887				98,541
BASIC AND DILUTED EARNINGS PER SHARE FOR PROFIT ATTRIBUTABLE TO OWNERS OF THE COMPANY (RMB)			0.52				0.52

 

13

---

2. Consolidated Statement of Financial Position

 

		September 30, 2014				December 31, 2013
		RMB million				RMB million
NON-CURRENT ASSETS
Property, plant and equipment			1,654,147				1,648,823
Investments in associates and joint ventures			120,957				116,700
Available-for-sale financial assets			2,026				1,641
Advance operating lease payments			63,671				62,449
Intangible and other non-current assets			70,815				67,270
Deferred tax assets			11,600				11,226
Time deposits with maturities over one year			3,076				3,048
TOTAL NON-CURRENT ASSETS			1,926,292				1,911,157
CURRENT ASSETS
Inventories			209,051				227,017
Accounts receivable			78,295				64,027
Prepaid expenses and other current assets			87,826				68,299
Notes receivable			16,361				14,360
Time deposits with maturities over three months but within one year			2,510				5,843
Cash and cash equivalents			71,764				51,407
TOTAL CURRENT ASSETS			465,807				430,953
CURRENT LIABILITIES
Accounts payable and accrued liabilities			375,785				383,004
Income taxes payable			9,224				16,013
Other taxes payable			46,051				53,705
Short-term borrowings			182,685				192,767
TOTAL CURRENT LIABILITIES			613,745				645,489
NET CURRENT LIABILITIES			(147,938	)			(214,536	)
TOTAL ASSETS LESS CURRENT LIABILITIES			1,778,354				1,696,621
EQUITY
EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY:
Share capital			183,021				183,021
Retained earnings			705,887				669,300
Reserves			282,848				280,414
TOTAL EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY			1,171,756				1,132,735
NON-CONTROLLING INTERESTS			141,561				137,200
TOTAL EQUITY			1,313,317				1,269,935
NON-CURRENT LIABILITIES
Long-term borrowings			338,532				302,862
Asset retirement obligations			99,586				94,531
Deferred tax liabilities			12,366				15,166
Other long-term obligations			14,553				14,127
TOTAL NON-CURRENT LIABILITIES			465,037				426,686
TOTAL EQUITY AND NON-CURRENT LIABILITIES			1,778,354				1,696,621

 

Chairman				Vice Chairman and President				Chief Financial Officer
Zhou Jiping				Wang Dongjin				Yu Yibo

 

14

---

3. Consolidated Statement of Cash Flows

 

		Nine months ended September 30
		2014				2013
		RMB million				RMB million
CASH FLOWS FROM OPERATING ACTIVTIES
Profit for the period			106,024				105,554
Adjustments for:
Income tax expense			30,273				29,142
Depreciation, depletion and amortisation			131,263				118,538
Capitalised exploratory costs charged to expense			10,093				9,451
Safety fund reserve			4,607				4,273
Share of profit of associates and joint ventures			(9,491	)			(7,010	)
Reversal of provision for impairment of receivables, net			(50	)			(48	)
Write down in inventories, net			35				220
Loss on disposal of property, plant and equipment			694				756
Loss on disposal of other non-current assets			(15	)			79
Gain on investment of certain pipeline net assets and operations			—				(24,822	)
Dividend income			(264	)			(341	)
Interest income			(2,003	)			(1,263	)
Interest expense			18,073				17,719
Changes in working capital:
Accounts receivable and prepaid expenses and other current assets			(35,731	)			(58,552	)
Inventories			17,931				(3,388	)
Accounts payable and accrued liabilities			23,347				66,221
CASH FLOWS GENERATED FROM OPERATIONS			294,786				256,529
Income taxes paid			(40,076	)			(50,858	)
NET CASH FLOWS FROM OPERATING ACTIVITIES			254,710				205,671

 

15

---

3. Consolidated Statement of Cash Flows (Continued)

 

		Nine months ended September 30
		2014				2013
		RMB million				RMB million
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures			(188,934	)			(201,698	)
Acquisition of investments in associates and joint ventures			(1,267	)			(3,700	)
Acquisition of available-for-sale financial assets			(321	)			(32	)
Advance payments on long-term operating leases			(3,687	)			(5,403	)
Acquisition of intangible assets and other non-current assets			(1,610	)			(2,767	)
Purchase of non-controlling interests			—				(42	)
Proceeds from disposal of property, plant and equipment			6,208				38,581
Proceeds from disposal of other non-current assets			122				382
Interest received			943				1,735
Dividends received			7,792				4,704
Decrease / (Increase) in time deposits with maturities over three months			3,350				(2,145	)
NET CASH FLOWS USED FOR INVESTING ACTIVITIES			(177,404	)			(170,385	)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of short-term borrowings			(348,118	)			(349,556	)
Repayments of long-term borrowings			(139,250	)			(8,360	)
Interest paid			(18,979	)			(16,463	)
Dividends paid to non-controlling interests			(5,514	)			(4,722	)
Dividends paid to owners of the Company			(59,445	)			(23,985	)
Increase in short-term borrowings			382,881				342,185
Increase in long-term borrowings			129,492				127,208
Capital contribution from non-controlling interests			1,338				13,718
Decrease in other long-term obligations			(798	)			(589	)
NET CASH FLOWS FROM FINANCING ACTIVITIES			(58,393	)			79,436
TRANSLATION OF FOREIGN CURRENCY			1,444				(1,431	)
Increase in cash and cash equivalents			20,357				113,291
Cash and cash equivalents at beginning of the period			51,407				43,395
Cash and cash equivalents at end of the period			71,764				156,686

 

16

---

4. Segment Information

 

		Nine months ended September 30
		2014				2013
		RMB million				RMB million
Turnover
Exploration and Production
Intersegment sales			468,029				453,761
Turnover from external customers			123,707				119,038
			591,736				572,799
Refining and Chemicals
Intersegment sales			506,021				505,362
Turnover from external customers			135,165				143,305
			641,186				648,667
Marketing
Intersegment sales			189,821				178,488
Turnover from external customers			1,312,262				1,266,581
			1,502,083				1,445,069
Natural Gas and Pipeline
Intersegment sales			17,242				10,639
Turnover from external customers			182,197				152,934
			199,439				163,573
Head Office and Other
Intersegment sales			282				150
Turnover from external customers			1,217				926
			1,499				1,076
Total turnover from external customers			1,754,548				1,682,784
Profit / (loss) from operations
Exploration and Production			145,954				147,010
Refining and Chemicals			(8,755	)			(20,004	)
Marketing			10,567				6,705
Natural Gas and Pipeline			9,234				23,438
Head Office and Other			(11,465	)			(13,341	)
			145,535				143,808

 

17

---

B. Financial statements for the third quarter of 2014 prepared in accordance with CAS

1. Consolidated Balance Sheet

 

		September 30, 2014				December 31, 2013
		RMB million				RMB million
ASSETS
Current assets
Cash at bank and on hand			74,274				57,250
Notes receivable			16,361				14,360
Accounts receivable			78,295				64,027
Advances to suppliers			32,130				11,445
Other receivables			18,761				17,802
Inventories			209,051				227,017
Other current assets			36,935				39,052
Total current assets			465,807				430,953
Non-current assets
Available-for-sale financial assets			1,988				1,603
Long-term equity investments			120,572				116,289
Fixed assets			576,310				559,346
Oil and gas properties			792,002				801,083
Construction in progress			279,274				282,325
Construction materials			5,853				5,762
Intangible assets			64,833				62,592
Goodwill			7,284				7,225
Long-term prepaid expenses			26,007				26,424
Deferred tax assets			11,600				11,226
Other non-current assets			40,458				37,176
Total non-current assets			1,926,181				1,911,051
TOTAL ASSETS			2,391,988				2,342,004

 

Chairman				Vice Chairman and President				Chief Financial Officer
Zhou Jiping				Wang Dongjin				Yu Yibo

 

18

---

1. Consolidated Balance Sheet (Continued)

 

		September 30, 2014				December 31, 2013
		RMB million				RMB million
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Short-term borrowings			145,915				110,894
Notes payable			2,872				832
Accounts payable			236,031				298,075
Advances from customers			57,861				46,804
Employee compensation payable			12,020				4,836
Taxes payable			55,275				69,718
Other payables			62,560				27,025
Current portion of non-current liabilities			36,770				81,873
Other current liabilities			4,441				5,432
Total current liabilities			613,745				645,489
Non-current liabilities
Long-term borrowings			266,893				211,708
Debentures payable			71,639				91,154
Provisions			99,586				94,531
Deferred tax liabilities			12,286				15,087
Other non-current liabilities			14,553				14,127
Total non-current liabilities			464,957				426,607
Total liabilities			1,078,702				1,072,096
Shareholders’ equity
Share capital			183,021				183,021
Capital surplus			116,209				115,676
Special reserve			12,696				8,922
Surplus reserves			175,051				175,051
Undistributed profits			700,720				664,136
Currency translation differences			(15,829	)			(13,956	)
Equity attributable to equity holders of the Company			1,171,868				1,132,850
Minority interests			141,418				137,058
Total shareholders’ equity			1,313,286				1,269,908
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY			2,391,988				2,342,004

 

Chairman				Vice Chairman and President				Chief Financial Officer
Zhou Jiping				Wang Dongjin				Yu Yibo

 

19

---

2. Company Balance Sheet

 

		September 30, 2014				December 31, 2013
		RMB million				RMB million
ASSETS
Current assets
Cash at bank and on hand			43,236				27,484
Notes receivable			12,519				10,973
Accounts receivable			14,468				4,694
Advances to suppliers			13,275				4,397
Other receivables			81,419				55,676
Inventories			159,407				173,290
Other current assets			25,160				27,724
Total current assets			349,484				304,238
Non-current assets
Available-for-sale financial assets			1,327				1,271
Long-term equity investments			362,431				320,849
Fixed assets			350,716				422,676
Oil and gas properties			532,285				535,733
Construction in progress			146,069				154,378
Construction materials			3,795				4,218
Intangible assets			50,241				49,131
Goodwill			—				119
Long-term prepaid expenses			22,523				22,966
Deferred tax assets			7,081				9,163
Other non-current assets			19,884				18,908
Total non-current assets			1,496,352				1,539,412
TOTAL ASSETS			1,845,836				1,843,650

 

Chairman				Vice Chairman and President				Chief Financial Officer
Zhou Jiping				Wang Dongjin				Yu Yibo

 

20

---

2. Company Balance Sheet (Continued)

 

		September 30, 2014				December 31, 2013
		RMB million				RMB million
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Short-term borrowings			131,849				126,463
Notes payable			2,584				8
Accounts payable			123,270				170,431
Advances from customers			36,848				29,748
Employee compensation payable			9,293				3,403
Taxes payable			35,193				46,311
Other payables			43,324				20,793
Current portion of non-current liabilities			30,049				55,089
Other current liabilities			2,412				2,628
Total current liabilities			414,822				454,874
Non-current liabilities
Long-term borrowings			189,846				169,775
Debentures payable			71,000				91,000
Provisions			65,547				61,291
Other non-current liabilities			5,235				4,773
Total non-current liabilities			331,628				326,839
Total liabilities			746,450				781,713
Shareholders’ equity
Share capital			183,021				183,021
Capital surplus			128,119				127,839
Special reserve			9,438				6,398
Surplus reserves			163,959				163,959
Undistributed profits			614,849				580,720
Total shareholders’ equity			1,099,386				1,061,937
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY			1,845,836				1,843,650

 

Chairman				Vice Chairman and President				Chief Financial Officer
Zhou Jiping				Wang Dongjin				Yu Yibo

 

21

---

3-1. Consolidated Income Statement

 

		Three months ended September 30
		2014				2013
Items		RMB million				RMB million
Operating income			600,580				581,688
Less: Cost of sales			(465,368	)			(441,805	)
Taxes and levies on operations			(56,992	)			(56,694	)
Selling expenses			(15,480	)			(15,390	)
General and administrative expenses			(20,770	)			(23,411	)
Finance expenses			(5,601	)			(5,938	)
Asset impairment losses			11				(2,628	)
Add: Investment income			3,450				2,671
Operating profit			39,830				38,493
Add: Non-operating income			3,317				4,762
Less: Non-operating expenses			(2,568	)			(2,312	)
Profit before taxation			40,579				40,943
Less: Taxation			(8,612	)			(7,941	)
Net profit			31,967				33,002
Attributable to:
Equity holders of the Company			27,922				29,772
Minority interests			4,045				3,230
Earnings per share
Basic earnings per share (RMB Yuan)			0.15				0.16
Diluted earnings per share (RMB Yuan)			0.15				0.16
Other comprehensive (loss) / income reclassifiable to profit or loss			(2,152	)			286
Total comprehensive income			29,815				33,288
Attributable to:
Equity holders of the Company			25,711				30,663
Minority interests			4,104				2,625

 

Chairman				Vice Chairman and President				Chief Financial Officer
Zhou Jiping				Wang Dongjin				Yu Yibo

 

22

---

3-2. Consolidated Income Statement

 

		Nine months ended September 30
		2014				2013
Items		RMB million				RMB million
Operating income			1,754,548				1,682,784
Less: Cost of sales			(1,331,682	)			(1,279,567	)
Taxes and levies on operations			(172,346	)			(176,629	)
Selling expenses			(45,174	)			(42,983	)
General and administrative expenses			(63,035	)			(66,067	)
Finance expenses			(19,693	)			(16,925	)
Asset impairment losses			9				(2,821	)
Add: Investment income			9,746				7,449
Operating profit			132,373				105,241
Add: Non-operating income			9,181				34,860
Less: Non-operating expenses			(5,261	)			(5,397	)
Profit before taxation			136,293				134,704
Less: Taxation			(30,273	)			(29,145	)
Net profit			106,020				105,559
Attributable to:
Equity holders of the Company			96,044				95,293
Minority interests			9,976				10,266
Earnings per share
Basic earnings per share (RMB Yuan)			0.52				0.52
Diluted earnings per share (RMB Yuan)			0.52				0.52
Other comprehensive loss reclassifiable to profit or loss			(3,137	)			(7,013	)
Total comprehensive income			102,883				98,546
Attributable to:
Equity holders of the Company			94,334				89,507
Minority interests			8,549				9,039

 

Chairman				Vice Chairman and President				Chief Financial Officer
Zhou Jiping				Wang Dongjin				Yu Yibo

 

23

---

4-1. Income Statement

 

		Three months ended September 30
		2014				2013
Items		RMB million				RMB million
Operating income			356,593				346,667
Less: Cost of sales			(271,796	)			(255,423	)
Taxes and levies on operations			(42,987	)			(42,794	)
Selling expenses			(11,384	)			(11,530	)
General and administrative expenses			(14,520	)			(17,703	)
Finance expenses			(4,511	)			(6,633	)
Asset impairment losses			10				(2,629	)
Add: Investment income			13,529				13,901
Operating profit			24,934				23,856
Add: Non-operating income			3,001				4,417
Less: Non-operating expenses			(2,049	)			(2,002	)
Profit before taxation			25,886				26,271
Less: Taxation			(2,330	)			(591	)
Net profit			23,556				25,680
Earnings per share
Basic earnings per share (RMB Yuan)			0.13				0.14
Diluted earnings per share (RMB Yuan)			0.13				0.14
Other comprehensive income reclassifiable to profit or loss			120				34
Total comprehensive income			23,676				25,714

 

Chairman				Vice Chairman and President				Chief Financial Officer
Zhou Jiping				Wang Dongjin				Yu Yibo

 

24

---

4-2. Income Statement

 

		Nine months ended September 30
		2014				2013
Items		RMB million				RMB million
Operating income			1,046,947				1,007,163
Less: Cost of sales			(778,290	)			(748,319	)
Taxes and levies on operations			(129,154	)			(131,636	)
Selling expenses			(33,538	)			(32,232	)
General and administrative expenses			(45,966	)			(50,004	)
Finance expenses			(16,819	)			(17,314	)
Asset impairment losses			52				(2,799	)
Add: Investment income			47,893				43,402
Operating profit			91,125				68,261
Add: Non-operating income			17,830				38,951
Less: Non-operating expenses			(4,514	)			(4,746	)
Profit before taxation			104,441				102,466
Less: Taxation			(10,825	)			(6,042	)
Net profit			93,616				96,424
Earnings per share
Basic earnings per share (RMB Yuan)			0.51				0.53
Diluted earnings per share (RMB Yuan)			0.51				0.53
Other comprehensive income / (loss) reclassifiable to profit or loss			175				(204	)
Total comprehensive income			93,791				96,220

 

Chairman				Vice Chairman and President				Chief Financial Officer
Zhou Jiping				Wang Dongjin				Yu Yibo

 

25

---

5. Consolidated Cash Flow Statement

 

Items		Nine months ended September 30
		2014				2013
		RMB million				RMB million
Cash flows from operating activities
Cash received from sales of goods and rendering of services			2,039,046				1,955,933
Refund of taxes and levies			5,528				5,990
Cash received relating to other operating activities			2,981				3,861
Sub-total of cash inflows			2,047,555				1,965,784
Cash paid for goods and services			(1,352,326	)			(1,310,296	)
Cash paid to and on behalf of employees			(79,460	)			(77,032	)
Payments of taxes and levies			(317,403	)			(326,743	)
Cash paid relating to other operating activities			(43,656	)			(46,042	)
Sub-total of cash outflows			(1,792,845	)			(1,760,113	)
Net cash flows from operating activities			254,710				205,671
Cash flows from investing activities
Cash received from disposal of investments			5,995				1,249
Cash received from returns on investments			8,735				6,439
Net cash received from disposal of fixed assets, oil and gas properties, intangible assets and other long-term assets			6,269				38,717
Sub-total of cash inflows			20,999				46,405
Cash paid to acquire fixed assets, oil and gas properties, intangible assets and other long-term assets			(194,231	)			(209,868	)
Cash paid to acquire investments			(4,172	)			(6,922	)
Sub-total of cash outflows			(198,403	)			(216,790	)
Net cash flows from investing activities			(177,404	)			(170,385	)

 

Chairman				Vice Chairman and President				Chief Financial Officer
Zhou Jiping				Wang Dongjin				Yu Yibo

 

26

---

5. Consolidated Cash Flow Statement (Continued)

 

Items		Nine months ended September 30
		2014				2013
		RMB million				RMB million
Cash flows from financing activities
Cash received from capital contributions			1,338				13,718
Including: Cash received from minority shareholders’ capital contributions to subsidiaries			1,338				13,718
Cash received from borrowings			512,373				469,393
Cash received relating to other financing activities			381				227
Sub-total of cash inflows			514,092				483,338
Cash repayments of borrowings			(487,368	)			(357,916	)
Cash payments for interest expenses and distribution of dividends or profits			(83,938	)			(45,170	)
Including: Subsidiaries’ cash payments for distribution of dividends or profits to minority shareholders			(5,514	)			(4,722	)
Capital reduction of subsidiaries			(5	)			—
Cash payments relating to other financing activities			(1,174	)			(816	)
Sub-total of cash outflows			(572,485	)			(403,902	)
Net cash flows from financing activities			(58,393	)			79,436
Effect of foreign exchange rate changes on cash and cash equivalents			1,444				(1,431	)
Net increase in cash and cash equivalents			20,357				113,291
Add: Cash and cash equivalents at beginning of the period			51,407				43,395
Cash and cash equivalents at end of the period			71,764				156,686

 

Chairman				Vice Chairman and President				Chief Financial Officer
Zhou Jiping				Wang Dongjin				Yu Yibo

 

27

---

6. Company Cash Flow Statement

 

Items		Nine months ended September 30
		2014				2013
		RMB million				RMB million
Cash flows from operating activities
Cash received from sales of goods and rendering of services			1,216,029				1,164,513
Refund of taxes and levies			5,375				5,493
Cash received relating to other operating activities			19,860				14,784
Sub-total of cash inflows			1,241,264				1,184,790
Cash paid for goods and services			(752,206	)			(723,803	)
Cash paid to and on behalf of employees			(57,503	)			(56,289	)
Payments of taxes and levies			(218,123	)			(237,947	)
Cash paid relating to other operating activities			(29,173	)			(21,843	)
Sub-total of cash outflows			(1,057,005	)			(1,039,882	)
Net cash flows from operating activities			184,259				144,908
Cash flows from investing activities
Cash received from disposal of investments			101				9
Cash received from returns on investments			45,844				47,637
Net cash received from disposal of fixed assets, oil and gas properties, intangible assets and other long-term assets			6,079				38,599
Sub-total of cash inflows			52,024				86,245
Cash paid to acquire fixed assets, oil and gas properties, intangible assets and other long-term assets			(124,542	)			(110,168	)
Cash paid to acquire investments			(3,328	)			(16,364	)
Sub-total of cash outflows			(127,870	)			(126,532	)
Net cash flows from investing activities			(75,846	)			(40,287	)

 

Chairman				Vice Chairman and President				Chief Financial Officer
Zhou Jiping				Wang Dongjin				Yu Yibo

 

28

---

6. Company Cash Flow Statement (Continued)

 

Items		Nine months ended September 30
		2014				2013
		RMB million				RMB million
Cash flows from financing activities
Cash received from borrowings			220,015				265,301
Cash received relating to other financing activities			62				149
Sub-total of cash inflows			220,077				265,450
Cash repayments of borrowings			(239,600	)			(213,811	)
Cash payments for interest expenses and distribution of dividends or profits			(73,095	)			(42,971	)
Cash payments relating to other financing activities			(43	)			(191	)
Sub-total of cash outflows			(312,738	)			(256,973	)
Net cash flows from financing activities			(92,661	)			8,477
Effect of foreign exchange rate changes on cash and cash equivalents			—				—
Net increase in cash and cash equivalents			15,752				113,098
Add: Cash and cash equivalents at beginning of the period			27,484				11,574
Cash and cash equivalents at end of the period			43,236				124,672

 

Chairman				Vice Chairman and President				Chief Financial Officer
Zhou Jiping				Wang Dongjin				Yu Yibo

 

29

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 announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

 

 

PETROCHINA COMPANY LIMITED

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 857)

Resolutions Passed at the Extraordinary General Meeting on 29 October 2014

Election and Appointment of Director and Supervisors

Resolutions Passed at the Extraordinary General Meeting on 29 October 2014 (the “EGM”)

We refer to the notice of the EGM of PetroChina Company Limited (the “Company”) dated 10 September 2014, the circular of the Company in relation to renewal of caps of continuing connected transactions in respect of 2015 to 2017, election of independent non-executive director and election of supervisor (the “Circular”), respectively. Unless otherwise defined herein, terms used in this announcement shall have the same meanings as defined in the Circular.

The board of directors of the Company (the “Board of Directors”) is pleased to announce that the EGM was held at Beijing Oriental Bay International Hotel, 26 Anwai Xibinhe Road, Dongcheng District, Beijing, China, at 9 a.m. on 29 October 2014 by way of physical meeting.

The meeting was convened by the Board of Directors, and was chaired by Mr Zhou Jiping, Chairman of the Board of Directors. Part of the Company’s Directors and Supervisors, as well as secretary to the Board of Directors, attended the EGM. Other relevant members of the senior management were also present. The EGM was legally and validly convened in compliance with the requirements of the Company Law of the PRC and the Articles of Association.

---

At the EGM, the following resolutions were considered and approved by way of poll, and the poll results of the votes are as follows:

 

						Number of votes cast and percentage of total number of votes cast
Resolutions						For		Against		Abstain		Passing Rate
1.		To consider and approve the resolution in respect of continuing connected transactions.		Total:		7,281,564,424		3,451,556,368		4,184,400		67.816%
				of which: A shares		801,733,277		8,242,206		100,400
				H shares		6,479,831,147		3,443,314,162		4,084,000
2.		To consider and approve Mr Zhang Biyi as independent non-executive director of the Company		Total:		168,810,344,537		22,863,051		4,840,500		99.984%
				of which: A shares		158,842,776,811		836,100		156,500
				H shares		9,967,567,726		22,026,951		4,684,000
3.		To consider and approve Mr Jiang Lifu as supervisor of the Company.		Total:		168,279,077,433		560,962,950		4,934,200		99.665%
				of which: A shares		158,842,765,208		754,003		250,200
				H shares		9,436,312,225		560,208,947		4,684,000

As the above resolutions numbered 1 to 3 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, 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 158,033,693,528 A Shares and 291,518,000 H Shares were not calculated into the poll results in respect of the first resolution.

 

(2)	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 in 1 to 3 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:

 

Number of Shareholders or proxies who attended and voted at the EGM		72
Total number of voting shares of the Company held by such attending Shareholders or proxies		168,844,974,583
of which: A Shares                 H Shares		158,843,769,411 10,001,205,172
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(%)		92.254%
of which: A Shares (%)                 H Shares (%)		86.790% 5.465%

---

(4)	There were no Shares of the Company entitling the holders to attend and vote only against the resolutions at the EGM.

 

(5)	The poll results were subject to scrutiny by Mr Zhang Wang and Ms Zhang Zhongming, Shareholders of A Shares, Mr Li Qingyi, Supervisor of the Company, Ms Tang Lizi of King and Wood Mallesons and Hong Kong Registrars Limited. Hong Kong Registrars Limited acted as the scrutineer for the vote-counting.

Election and Appointment of Director and Supervisors

The Board is pleased to announce that according to the poll results of the EGM, Mr Zhang Biyi was elected as the independent non-executive director of the Company and Mr Jiang Lifu was elected as the supervisor of the Company, effective immediately. Please refer to the Circular for resumes of Mr Zhang Biyi and Mr Jiang Lifu.

In addition, Mr Yang Hua was elected as the employee representative supervisor for the sixth session of the supervisory committee of the Company by the employees of the Company in compliance with the requirements of the Company Law of the PRC and the Articles of Association, whose term shall expire at the end of this session of supervisory committee. The resume of Mr. Yang Hua is as below:

Mr Yang Hua, aged 50, is currently the general manager of PetroChina Changqing Oilfield Company and also the chief director of Changqing Oil Exploration Bureau. Mr Yang is a senior professor level engineer and holds a doctor degree, with about 30 years working experience in China’s oil and natural gas industry. Mr Yang acted as the deputy general manager of Changqing Oilfield Company since October 2002, the standing deputy general manager of Changqing Oilfield Company since February 2008, the principal of Changqing Oilfield Company since January 2014, and the general manager of Changqing Oilfield Company and also the chief director of Changqing Oil Exploration Bureau since July 2014.

Mr Yang Hua did not hold any directorship in any listed companies in the past three years.

Save as disclosed above, Mr Yang Hua does not have any relationship with any directors, supervisors, senior management, substantial shareholders (as defined in the Listing Rules) or controlling shareholder (as defined in the Listing Rules) of the Company. As at the date of this announcement, Mr Yang Hua does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Save as disclosed above, so far as the Board is aware, there are no matters in relation to the appointment of Mr Yang Hua as the employee representative supervisor of the Company that need to be brought to the attention of the Shareholders and there is no information that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules.

 

Beijing, China

29 October 2014

As at the date of this announcement, the Board of Directors comprises Mr Zhou Jiping as the Chairman; Mr Liao Yongyuan as Vice Chairman and non-executive director, Mr Wang Dongjin as Vice Chairman and executive director; Mr Yu Baocai, Mr Shen Diancheng and Mr Liu Yuezhen as non-executive directors; Mr Liu Hongbin as executive director and Mr Chen Zhiwu, Mr Richard H. Matzke, Mr Lin Boqiang and Mr. Zhang Biyi as independent non-executive directors.