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 April 2015

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 April 8, 2015 relating to notice of annual general meeting;

99.2 Announcement dated April 8, 2015 relating to circular of annual general meeting;

99.3 Announcement dated April 8, 2015 relating to proxy form; and

99.4 Announcement dated April 8, 2015 relating to reply slip.


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 8, 2015 By:

/s/ Wu Enlai

Name: Wu Enlai
Title: Company Secretary


Exhibit 99.1

 

 

NOTICE OF ANNUAL GENERAL MEETING

 

 

LOGO

PETROCHINA COMPANY LIMITED

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

(Stock Code: 857)

NOTICE OF ANNUAL GENERAL MEETING FOR THE YEAR 2014

NOTICE IS HEREBY GIVEN that an Annual General Meeting of PetroChina Company Limited (the “Company”) for the year 2014 will be held at 9 a.m. on 27 May 2015 at Beijing Oriental Bay International Hotel, 26 Anwai Xibinhe Road, Dongcheng District, Beijing, the PRC to consider, approve and authorise the following matters:

ORDINARY RESOLUTIONS

To consider and, if thought fit, to pass the following as ordinary resolutions:

 

  1. To consider and approve the Report of the Board of the Company for the year 2014;

 

  2. To consider and approve the Report of the Supervisory Committee of the Company for the year 2014;

 

  3. To consider and approve the Audited Financial Statements of the Company for the year 2014;

 

  4. To consider and approve the declaration and payment of the final dividends for the year ended 31 December 2014 in the amount and in the manner recommended by the Board of Directors;

 

  5. To consider and approve the authorisation of the Board to determine the distribution of interim dividends for the year 2015;

 

  6. To consider and approve the appointment of KPMG Huazhen and KPMG as the domestic and international auditors of the Company, respectively, for the year 2015 and to authorise the Board of Directors to determine their remuneration;

 

  7. To consider and approve the election of Mr Zhao Zhengzhang as Director of the Company.

 

– 1 –


 

NOTICE OF ANNUAL GENERAL MEETING

 

 

SPECIAL RESOLUTIONS

 

  8. To consider and, if thought fit, to pass the following as special resolutions:

THAT:

 

  (a) The Board of Directors be and is hereby granted an unconditional general mandate to separately or concurrently issue, allot and deal with additional domestic shares and overseas listed foreign shares of the Company in accordance with the status quo of the market, including to decide on the class and number of shares to be issued; the pricing mechanism and/or the issue price (or the range of issue price); the opening and closing date and time of such issue; the class and number of shares to be issued and allotted to current shareholders of the Company; and/or to make any proposals, enter into any agreements or grant any share options or conversion rights which may involve the exercise of the power mentioned above.

 

  (b) The number of the domestic shares and overseas listed foreign shares, separately or collectively, issued and handled (whether or not by way of the exercise of share options, conversion rights or by any other means) in accordance with (a) above shall not exceed 20% of each of the existing domestic shares and overseas listed foreign shares of the Company in issue as at the date of this resolution, respectively.

 

  (c) The Board of Directors may make any proposals, enter into any agreements or grant any share options or conversion rights which need to or may need to exercise the power mentioned above after the expiry of the relevant period of this mandate.

 

  (d) For the purposes of this resolution, the relevant period of this mandate means the period from the passing of this resolution at the Annual General Meeting until the earliest of: (i) the conclusion of the next annual general meeting of the Company following the passing of this resolution; (ii) the expiration of the 12-month period following the passing of this resolution at the Annual General Meeting; or (iii) the date on which the mandate set out in this resolution is revoked or varied by a special resolution of the shareholders of the Company in a general meeting.

 

  (e) The Board of Directors be and is hereby authorised to increase the registered share capital and duly make such amendments to the Articles of Association of the Company as it thinks fit so as to reflect the new registered share capital and new capital structure of the Company by reference to the manner of the allotment and issuance, class and number of shares of the Company allotted and issued, as well as the capital structure of the Company after such allotment and issuance.

 

– 2 –


 

NOTICE OF ANNUAL GENERAL MEETING

 

 

  (f) The Board of Directors be and is hereby authorised to execute and do or procure to be executed and done, all such things as it may consider necessary in connection with the issue of such shares so long as the same does not contravene laws, rules or listing rules of the stock exchanges on which the shares of the Company are listed, and the Articles of Association of the Company.

 

  (g) The Board of Directors will only exercise its respective power under such mandate in accordance with the Company Law of the PRC, the Securities Law of the PRC, regulations or the listing rules of the stock exchanges on which the Shares of the Company are listed (as amended from time to time) and only if all necessary approvals from the China Securities Regulatory Commission and/or other relevant PRC government authorities are obtained.”

 

  9. To consider and, if thought fit, to pass the following as special resolutions:

THAT:

 

  (a) The Board of Directors be and is hereby granted an unconditional general mandate to determine and handle the issue of debt financing instruments of the Company in outstanding balance amount of up to RMB150 billion (or if issued in foreign currency, equivalent to the middle exchange rate announced by the People’s Bank of China on the date of issue), upon such terms and conditions to be determined by the Board of Directors.

 

  (b) The Board of Directors be and is hereby authorised to determine and approve the category, specific varieties, specific terms, conditions and other matters in respect of the issue of such instruments, including but not limited to the issue size, actual amount, currency, issue prices, coupon rates or methods of determining the coupon rates, venue of issuance, timing of issuance, term of issuance, whether to issue in tranches and the number of tranches, whether any terms for repurchase and redemption will be in place, rating arrangements, guarantee, schedule of repayment of the principal and the interests, specific arrangements in relation to use of proceeds as approved by the shareholders’ meeting, specific placing arrangements and underwriting arrangements.

 

  (c) The Board of Directors be and is hereby authorised to take actions and steps as it may consider necessary or supplementary in connection with the issue of such debt financing instruments (including but not limited to engaging professional agencies, handling issues on approval, registration, filing and other procedures in connection with the issue from the relevant authorities on behalf of the Company, signing all necessary legal documents for the issue, appointing the bond trustee in connection with the issue, determining the rules for meetings of the bonds holders and handling relevant issues on issue and trading activities).

 

– 3 –


 

NOTICE OF ANNUAL GENERAL MEETING

 

 

  (d) Where the Board of Directors has already taken actions and steps with respect to the issue of such debt financing instruments, such actions and steps be and are hereby approved, confirmed and ratified.

 

  (e) The Board of Directors be and is hereby authorised to make corresponding changes to the plan of such issuance based on opinions of the regulatory authorities or the market conditions by then in accordance with the authorization granted at the shareholders’ meeting when there is any change on the policies which affects the issue of such instruments or when there are changes on the market conditions, save for issues which are subject to further approval at shareholders’ meeting as required by the relevant laws, regulations and the Articles of Association.

 

  (f) The Board of Directors be and is hereby authorised to determine and deal with relevant issues in connection with the listing of such debt financing instruments after the issue of such debt financing instruments.

 

  (g) In the event the Company issues such instrument and would expect to fail to pay the principal or coupon interests of such instrument on schedule, or fail to pay the principal and coupon interests on the due date during the subsistence of such instrument, the Board of Directors shall be authorised to determine not to distribute dividends to the shareholders of the Company as protection measures for repayment of debts as required under the relevant laws and regulations.

 

  (h) In order to facilitate the issuance of debt financing instruments in accordance with this resolution in a timely manner, the Board of Directors be and is hereby authorised to further authorise the Chief Financial Officer of the Company to exercise all such power granted to the Board of Directors by reference to the specific needs of the Company and other market conditions, contingent on the passing of sub-paragraphs (a) to (g) of this resolution.

 

  (i) The Period of the Bond Issue Mandate starts from the passing of the mandate at the AGM until the conclusion of the 2016 annual general meeting of the Company.

 

  (j) For the purpose of information disclosure, the Secretary to the Board of the Company is authorised to approve, sign and distribute relevant announcements, notice of shareholders’ meeting, circulars and other documents based on the applicable listing rules of the stock exchanges on which the shares of the Company are listed.”

 

By Order of the Board
PetroChina Company Limited
Wu Enlai
Secretary to the Board

8 April 2015

 

– 4 –


 

NOTICE OF ANNUAL GENERAL MEETING

 

 

Notes:

 

1. Important: You should first review the annual report of the Company for the year 2014 before appointing a proxy. The annual report for the year 2014 is expected to be dispatched to Shareholders on or before 30 April 2015 to the addresses as shown in the register of members of the Company. The annual report for the year 2014 will include the Report of the Directors for the year 2014, the Report of the Supervisory Committee for the year 2014 and the Audited Financial Statements for the year 2014 for review by the shareholders of the Company (the “Shareholders”).

 

2. The register of members of H Shares of the Company will be closed from Monday, 27 April 2015 to Wednesday, 27 May 2015 (both days inclusive), during which time no share transfers of H Shares will be effected. In order to qualify for attending and voting at the annual general meeting of the Company, holders of H shares must lodge all transfer documents together with the relevant share certificates at Hong Kong Registrars Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration at or before 4:30 p.m. on 24 April 2015. Holders of the Company’s H Shares whose names appear on the register of members of the Company before the close of business day on Monday, 18 May 2015 are entitled to attend and vote in respect of all resolutions to be proposed at the annual general meeting.

The address of the share registrar of the Company’s H Shares is:

Hong Kong Registrars Limited

Rooms 1712-1716,

17/F Hopewell Centre,

183 Queen’s Road East,

Hong Kong

 

3. Each Shareholder entitled to attend and vote at the annual general meeting may appoint one or more proxies to attend and vote on his behalf at this annual general meeting. A proxy need not be a Shareholder. Each Shareholder who wishes to appoint one or more proxies should first review the annual report of the Company for the year 2014, which is expected to be dispatched to the Shareholders on or before 30 April 2015.

 

4. A proxy of a Shareholder who has appointed more than one proxy may only vote on a poll.

 

5. The instrument appointing a proxy must be in writing under the hand of the appointer or his attorney duly authorised in writing, or if the appointer is a legal person, either under seal or under the hand of a director or a duly authorised attorney. If that instrument is signed by an attorney of the appointer, the power of attorney authorizing that attorney to sign or other document of authorization must be notarised. To be valid, for holders of A Shares, the notarised power of attorney or other document of authorization, and the form of proxy must be delivered to the Secretariat of the Board of Directors of the Company (Address: Room 0610, Block C, 9 Dongzhimen North Street, Dongcheng District, Beijing, PRC (Postal code: 100007)) not less than 24 hours before the time appointed for the holding of the annual general meeting. In order to be valid, for holders of H shares, the above documents must be delivered to Hong Kong Registrars Limited (Address: 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong) within the same period.

 

6. Shareholders who intend to attend this annual general meeting in person or by proxy should return the reply slip accompanying each notice of annual general meeting to the Secretariat of the Board of Directors on or before Wednesday, 6 May 2015 by hand, by post or by fax.

 

7. This annual general meeting is expected to last for half a day. Shareholders (in person or by proxy) attending this annual general meeting are responsible for their own transportation and accommodation expenses.

 

8. The address of the Secretariat of the Board of Directors is as follows:

Room 0610, Block C,

9 Dongzhimen North Street,

Dongcheng District, Beijing, PRC

Postal code: 100007

Contact person: Wu Enlai

Tel: (8610) 5998 6223

Fax: (8610) 6209 9557

 

9. As at the date of this announcement, the Board of Directors comprises Mr Zhou Jiping as the Chairman; 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.

 

– 5 –



Exhibit 99.2

 

 

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

 

If you are in any doubt as to any aspect of this circular, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your Shares in PetroChina Company Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or to the bank, stockbroker, licensed securities dealer or other agent through whom the sale was effected for delivery to the purchaser.

Hong Kong Exchange and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, 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 document.

 

 

 

LOGO

PETROCHINA COMPANY LIMITED

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

(Stock Code: 857)

PROPOSED ELECTION AND APPOINTMENT OF DIRECTOR

GENERAL MANDATE TO ISSUE SHARES

GENERAL MANDATE TO ISSUE BONDS

AND

NOTICE OF ANNUAL GENERAL MEETING

 

 

IMPORTANT NOTICE: PLEASE NOTE THAT THE SOLE PURPOSE OF DISTRIBUTING THIS CIRCULAR IS TO PROVIDE THE SHAREHOLDERS OF PETROCHINA COMPANY LIMITED WITH INFORMATION REGARDING PROPOSED ELECTION AND APPOINTMENT OF DIRECTOR, SHARE ISSUE MANDATE AND BOND ISSUE MANDATE, SO THAT THE SHAREHOLDERS OF PETROCHINA COMPANY LIMITED MAY MAKE AN INFORMED DECISION ON VOTING IN RESPECT OF THE RESOLUTIONS TO BE PROPOSED AT THE ANNUAL GENERAL MEETING.

A notice convening the annual general meeting to be held at Beijing Oriental Bay International Hotel, 26 Anwai Xibinhe Road, Dongcheng District, Beijing, the PRC on 27 May 2015 at 9 a.m. is set out on pages 8 to 12 of this circular. A form of proxy for use in connection with the AGM is enclosed herewith. Whether or not you are able to attend the AGM, please complete and return the proxy form accompanying this circular in accordance with the instructions printed thereon, as soon as possible and in any event not less than 24 hours before the time appointed for the holding of the AGM. Completion and return of the proxy form will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.

8 April 2015


 

CONTENTS

 

 

     Page  

DEFINITIONS

     6   

LETTER FROM THE BOARD

     8   

INTRODUCTION

     8   

PROPOSED ELECTION AND APPOINTMENT OF DIRECTOR

     9   

GENERAL MANDATE TO ISSUE SHARES

     9   

GENERAL MANDATE TO ISSUE BONDS

     10   

ANNUAL GENERAL MEETING

     11   

RECOMMENDATIONS

     12   

VOTES TO BE TAKEN BY POLL

     12   

NOTICE OF ANNUAL GENERAL MEETING

     1   

 

– i –


 

DEFINITIONS

 

In this circular, unless the context requires otherwise, the following expressions have the following meanings:

 

“ADS(s)” the American Depository Share(s) issued by the Bank of New York as the depository bank and listed on the New York Stock Exchange, with the ADS representing 100 H Shares
“AGM” the annual general meeting of the Company to be held at 9 a.m. on 27 May 2015 at Beijing Oriental Bay International Hotel, 26 Anwai Xibinhe Road, Dongcheng District, Beijing, the PRC
“AGM Notice” the notice of the AGM as set out on pages 8 to 12 of this circular
“Articles of Association” the articles of association of the Company
“A Share(s)” the domestic shares issued by the Company to domestic investors and denominated in Renminbi
“Board” the board of Directors of the Company
“CNPC” China National Petroleum Corporation, the controlling Shareholder of the Company, which holds 86.51% equity interests in the Company as of the date of this circular
“Company” or “the Company” PetroChina Company Limited LOGO LOGO , a joint stock company limited by shares incorporated in the PRC on 5 November 1999 under the PRC Company Law, the H Shares of which are listed on the Stock Exchange with ADSs listed on the New York Stock Exchange and the A Shares of which are listed on the Shanghai Stock Exchange
“Director(s)” the director(s) of the Company
“Group” the Company and its subsidiaries
“Hong Kong” the Hong Kong Special Administrative Region of the PRC

 

– 6 –


 

DEFINITIONS

 

 

“H Share(s)” the overseas-listed foreign share(s) in the Company’s share capital, with a nominal value of RMB1.00 each, which are listed on the Stock Exchange and subscribed for in Hong Kong dollars, and which include the H Share(s) and the underlying ADS(s)
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited
“PRC” the People’s Republic of China excluding, for the purpose of this circular, Hong Kong, the Macau Special Administrative Region and Taiwan
“RMB” Renminbi yuan, the lawful currency of the PRC
“Share(s)” shares of the Company, including the A Share(s) and the H Share(s)
“Shareholder(s)” holder(s) of Shares of the Company
“Stock Exchange” The Stock Exchange of Hong Kong Limited
“Supervisor(s)” the supervisor(s) of the Company

 

– 7 –


 

LETTER FROM THE BOARD

 

 

LOGO

PETROCHINA COMPANY LIMITED

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

(Stock Code: 857)

 

Board of Directors: Legal Address:
Zhou Jiping (Chairman) World Tower
Wang Dongjin (Vice Chairman) 16 Andelu
Yu Baocai Dongcheng District
Shen Diancheng Beijing 100011
Liu Yuezhen PRC
Liu Hongbin
Chen Zhiwu* Office Address:
Richard H. Matzke* 9 Dongzhimen North Street
Lin Boqiang* Dongcheng District
Zhang Biyi* Beijing 100007
PRC

 

* Independent non-executive Directors

8 April 2015

To the Shareholders

Dear Sirs,

PROPOSED ELECTION AND APPOINTMENT OF DIRECTOR

GENERAL MANDATE TO ISSUE SHARES

GENERAL MANDATE TO ISSUE BONDS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the proposed election and appointment of Director, Share Issue Mandate (as defined below) and the Bond Issue Mandate (as defined velow) in order to allow you to make an informed decision on voting in respect of the resolutions to be proposed at the AGM.

 

– 8 –


 

LETTER FROM THE BOARD

 

 

PROPOSED ELECTION AND APPOINTMENT OF DIRECTOR

Mr. Liao Yongyuan tendered his resignation to the Board on 17 March 2015 and resigned from all his positions in the Company, including non-executive Director and Vice Chairman, with immediate effect. Therefore, a Director shall be elected at the forthcoming AGM by the Shareholders of the Company. CNPC, the controlling Shareholder of the Company, recommended Mr. Zhao Zhengzhang to be the Director candidate.

The biographical details of the Director candidate are set out below:

Zhao Zhengzhang, aged 58, is a Vice President of the Company and concurrently the general manager of the Exploration and Production Branch of the Company and a deputy general manager of CNPC. Mr Zhao is a professor-level senior engineer and holds a master’s degree. He has over 30 years of working experience in China’s oil and gas industry. In June 1996, Mr Zhao was appointed as the deputy director of the New Zone Exploration Department of China National Petroleum Company. In November 1996, he was appointed as deputy director of the Exploration Bureau of China National Petroleum Company and director of the New Zone Exploration Department. In October 1998, Mr Zhao was appointed as deputy director of the Exploration Department of CNPC. In September 1999, he was appointed as a member of the Preparatory Group of Exploration and Production Branch of the Company. In December 1999, Mr Zhao was appointed as deputy general manager of Exploration and Production Company of the Company. In January 2005, he was appointed as senior executive and deputy general manager of Exploration and Production Company of the Company. In January 2006, he was appointed as the general manager of Exploration and Production Branch of the Company. In May 2008, Mr Zhao was appointed as a Vice President of the Company and the general manager of the Exploration and Production Branch of the Company. In August 2013, Mr Zhao was appointed to concurrently serve as the general manager of the Changqing Oilfield Company and the director of Changqing Petroleum Exploration Bureau. He has concurrently served as a deputy general manager of CNPC from July 2014.

As at the date of this announcement, the Director Candidate set out above (i) has not held 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 or controlling shareholder of the Company; or (iii) has no interest in the shares of the Company within the meaning of Part XV the Securities and Futures Ordinance.

There is no information on the Director Candidate to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) 13.51(2)(v) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders.

GENERAL MANDATE TO ISSUE SHARES

At the annual general meeting of the Company held on 22 May 2014, a general mandate was given to the Board to issue Shares. The general mandate will lapse at the conclusion of the AGM unless renewed. Accordingly, in order to ensure flexibility and to give discretion to the Board in the event that it becomes desirable to issue any Shares, a special resolution will be proposed at the AGM to renew the unconditional general mandate to the Board that during the period as permitted under the general mandate, to separately or concurrently issue, allot and deal with additional domestic shares and overseas listed foreign shares of the Company of not more than 20% of each of the existing domestic shares and overseas listed foreign shares of the Company in issue as at the date of the relevant resolution to be proposed and passed at the AGM and to make any proposals, enter into any agreements or grant any share options with this regard (the “Share Issue Mandate”). The Company did not obtain any other special mandate to issue new Shares in the past 12 months. The Company shall obtain the approval of the China Securities Regulatory Commission for any issue of new Shares under the Share Issue Mandate.

 

– 9 –


 

LETTER FROM THE BOARD

 

 

The Company is not required to convene a general meeting of the Shareholders or class meetings of the Shareholders in respect of any issue of overseas listed foreign shares under the Share Issue Mandate, and is not required to convene class meetings of the Shareholders in respect of any issue of domestic shares under the Share Issue Mandate. However, notwithstanding the Board has been given the Share Issue Mandate, the Company will be required to convene a general meeting of the Shareholders to seek Shareholders’ approval for the issuance of domestic shares if such approval is required pursuant to the relevant PRC laws and regulations.

GENERAL MANDATE TO ISSUE BONDS

In order to satisfy operational and production needs, adjust debt structure, increase liquidity and reduce financing costs of the Company, and in order to ensure flexibility and to give discretion to the Board in the event that it becomes desirable to issue any debt financing instruments, a special resolution will be proposed at the AGM to grant an unconditional general mandate to the Board that during the period as permitted under the general mandate, to separately or concurrently, issue one or several types of debt financing instrument.

The Board proposes to the Shareholders to generally and unconditionally authorise the Board at the AGM, to make specific arrangements with respect to the issuance of debt financing instruments denominated in Renminbi or other foreign currency, including but not limited to corporate bonds, short-term financing bonds, super and short-term financing bonds, medium-term notes, asset securitisation products and asset-backed securities, with outstanding balance of not more than RMB150 billion (or if issued in foreign currency, equivalent to the middle exchange rate announced by the People’s Bank of China on the date of issue) and a maturity period of not more than 30 years, either under a single category with fixed term or a portfolio with different maturities (the “Bond Issue Mandate”). The Board and/or its authorized representatives is authorised to determine the specific terms and amount of the debt financing instruments with different maturities, depending on the regulatory requirements and market conditions. The debt financing instruments can be issued to the Shareholders by placing and the specific arrangement (including whether or not to make placing, the proportion of the placing and etc.) shall be determined by the Board and/or its authorized representatives based on the market conditions and issuance issues. The proceeds of any issuance of the debt instruments under the Bond Issue Mandate are expected to be applied to satisfy the operational and production needs, adjust debt structure, increase liquidity of the Company and/or finance the capital expenditure on project investments, and the specific use of proceeds shall be determined by the Board based on the fund needs of the Company.

 

– 10 –


 

LETTER FROM THE BOARD

 

 

The period of the Bond Issue Mandate starts from the passing of the special resolution at the AGM until the conclusion of the 2016 annual general meeting of the Company. If the Board and/or its authorized representative has determined to issue debt financing instruments within the period of the Bond Issue Mandate and the Company obtains approvals, permission or registration from relevant regulatory authorities within the same period, the Company then is allowed to complete the issuance within the period confirmed by such approvals, permission or registration.

ANNUAL GENERAL MEETING

The AGM will be held at 9 a.m. on 27 May 2015 at Beijing Oriental Bay International Hotel, 26 Anwai Xibinhe Road, Dongcheng District, Beijing, the PRC to approve, among other things, the proposed election and appointment of Director by way of ordinary resolution, and the proposed Share Issue Mandate and the proposed Bond Issue Mandate by way of special resolutions. A form of proxy and the reply slip for use at the AGM are enclosed with this circular.

The AGM Notice is set out on pages 8 to 12 of this circular.

Whether or not you are able to attend the AGM, please complete the form of proxy and return the same in accordance with the instructions printed thereon. To be valid, for holders of A Shares, this form of proxy, together with the notarised power of attorney or other document of authorisation (if any), must be delivered to the Secretariat of the Board of Directors of the Company at Room 0610, Block C, 9 Dongzhimen North Street, Dongcheng District, Beijing, PRC (Postal code: 100007) not less than 24 hours before the time appointed for the AGM. In order to be valid, for holders of H Shares, the above documents must be delivered to Hong Kong Registrars Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong within the same period.

Holders of H Shares whose names appear on the register of members of the Company before the close of business day on 18 May 2015 (Monday) are entitled to attend the AGM. The register of members of H Shares of the Company will be closed from 27 April 2015 to 27 May 2015 (both days inclusive), during which period no share transfer of H Shares will be registered.

The Articles of Association provide that Shareholders who intend to attend the AGM shall lodge a written reply to the Company 20 days before the date of the AGM (the “Reply Date”). In case the written replies received by the Company from the Shareholders indicating their intention to attend the AGM represent no more than one half of the total number of voting shares, the Company shall within five days from the Reply Date inform the Shareholders of the proposed matters for consideration at the AGM and the date and venue of the AGM by way of announcement again. The AGM may be convened after the publication of such announcement.

You are urged to complete and return the form of proxy and reply slip whether or not you intend to attend the AGM. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM (or any subsequent meetings following the adjournments thereof) should you wish to do so.

 

– 11 –


 

LETTER FROM THE BOARD

 

 

RECOMMENDATIONS

The Directors believe the proposed election and appointment of the Director candidate, the Share Issue Mandate and the Bond Issue Mandate are in the best interests of the Company as well as its Shareholders. Accordingly, the Directors recommend that all Shareholders to vote in favour of the relevant resolutions set out in the AGM Notice.

VOTES TO BE TAKEN BY POLL

In accordance with the Listing Rules, any votes of Shareholders at the AGM will be taken by poll.

 

Yours faithfully,
By order of the Board
PetroChina Company Limited
Zhou Jiping
Chairman

 

– 12 –



Exhibit 99.3

 

LOGO

PETROCHINA COMPANY LIMITED

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

(Stock Code: 857)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING

TO BE HELD ON WEDNESDAY, 27 MAY 20151

 

  Number of shares to which this Proxy relates2  
  Type of shares (A Shares or H Shares) to which this Proxy relates2  

I/We3                                          of                                          (address as shown in the register of members) being shareholder(s) of PETROCHINA COMPANY LIMITED (the “Company”) hereby appoint the Chairman of the Meeting or4                                          of                                          as my/our proxy to attend, act and vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at Beijing Oriental Bay International Hotel, 26 Anwai Xibinhe Road, Dongcheng District, Beijing, the PRC on Wednesday, 27 May 2015 at 9 a.m. and at any adjournment thereof as hereunder indicated in respect of the resolutions set out in the Notice of Annual General Meeting, and, if no such indication is given, as my/our proxy thinks fit.

 

    

RESOLUTIONS

 

FOR5

 

AGAINST5

 

ABSTAIN5

1    To consider and approve the Report of the Board of Directors of the Company for the year 2014.      
2    To consider and approve the Report of the Supervisory Committee of the Company for the year 2014.      
3    To consider and approve the Audited Financial Statements of the Company for the year 2014.      
4    To consider and approve the declaration and payment of the final dividend for the year ended 31 December 2014 in the amount and in the manner recommended by the Board of Directors.      
5    To consider and approve the authorisation of the Board of Directors to determine the distribution of interim dividends for the year 2015.      
6    To consider and approve the appointment of KPMG Huazhen and KPMG, as the domestic and international auditors of the Company, respectively, for the year 2015 and to authorise the Board of Directors to determine their remuneration.      
7    To consider and approve the election of Mr. Zhao Zhengzhang as Director of the Company.      
8    To consider and approve, by way of special resolution, to grant a general mandate to the Board of Directors to separately or concurrently issue, allot and deal with additional domestic shares and overseas listed foreign shares in the Company not exceeding 20% of each of its existing domestic shares and overseas listed foreign shares of the Company in issue.      
9    To consider and approve, by way of special resolution, to unconditionally grant a general mandate to determine and handle the issue of debt financing instruments of the Company with the outstanding balance amount of up to RMB150 billion, upon such terms and conditions to be determined by the Board of Directors.      

 

Date              2015    Signature(s)6   

 


Notes:

 

1. Important: You should first review the annual report of the Company for the year 2014, which is expected to be despatched to shareholders on or before 30 April 2015, before appointing the proxy. The annual report for the year 2014 will include the Report of the Board of Directors for the year 2014, the Report of the Supervisory Committee for the year 2014 and the Audited Financial Statements of the Company for the year 2014 for review by the shareholders.
2. Please insert the number of shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s). Please also insert the type of Shares (A Shares or H Shares) to which this form of proxy relates.
3. Please insert the full name(s) (in Chinese or in English) and address(es) (as shown in the register of members) in block letters.
4. If any proxy other than the Chairman of the Meeting is preferred, please delete the words “the Chairman of the Meeting or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote on his behalf. A proxy need not be a shareholder of the Company. A proxy of a shareholder who has appointed more than one proxy may only vote by a poll. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE DULY INITIALLED BY THE PERSON WHO SIGNS IT.
5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED “AGAINST”. If you wish to abstain from voting on any resolution, tick in the box marked: “ABSTAIN”. Any abstain vote or waiver to vote shall be disregarded as voting rights for the purpose of calculating the result of that resolution. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion. Unless you have indicated otherwise in this form of proxy, your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the Notice convening the Meeting.
6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a legal person, must either be executed under seal or under the hand of a director or an attorney duly authorised to sign the same. If this form of proxy is signed by an attorney of the appointor, the power of attorney authorising that attorney to sign, or other document of authorisation, must be notarised.
7. Where there are joint holders of any shares, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto. However, if more than one of such joint holders is present at the Meeting, either personally or by proxy, then one of the said persons so present whose name stands first in the register of members in respect of such shares shall alone be entitled to vote in respect thereof.
8. To be valid, for holders of A Shares, this form of proxy, together with the notarised power of attorney or other document of authorisation (if any), must be delivered to the Secretariat of the Board of Directors of the Company at Room 0610, Block C, 9 Dongzhimen North Street, Dongcheng District, Beijing, PRC (Postal code: 100007) not less than 24 hours before the time appointed for the Meeting. In order to be valid, for holders of H shares, the above documents must be delivered to Hong Kong Registrars Limited, 17M Floor, 183 Queen’s Road East, Hong Kong within the same period.


Exhibit 99.4

 

LOGO

PETROCHINA COMPANY LIMITED

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

(Stock Code: 857)

REPLY SLIP

To: PetroChina Company Limited (the “Company”)

I/We1                      (English name):                     of                                          (address as shown in the register of members) (telephone number(s)2:                    ) being the registered holder(s) of3                      A Shares/H share(s)4 of RMB1.00 each in the capital of the Company, hereby inform the Company that I/we intend to attend (in person or by proxy) the Annual General Meeting of the Company to be held at Beijing Oriental Bay International Hotel, 26 Anwai Xibinhe Road, Dongcheng District, Beijing, the PRC on 27 May 2015 at 9 a.m.

 

Date:              2015
Signature(s):

 

Notes:

 

(1) Please insert full name(s) (in Chinese or in English) and address(es) (as shown in the register of members) in block letters.
(2) Please insert telephone number(s) at which you can be contacted for confirmation purpose.
(3) Please insert the number of shares registered under your name(s).
(4) Please delete as appropriate.
(5) The completed and signed reply slip should be delivered to the Secretariat of the Board of Directors of the Company at Room 0610, Block C, 9 Dongzhimen North Street, Dongcheng District, Beijing, PRC (Postal code: 100007) on or before Wednesday, 6 May 2015 personally, by mail or by fax (fax number: (8610) 6209 9557).
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