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 June 2008
PETROCHINA COMPANY LIMITED
16 ANDELU, DONGCHENG DISTRICT
BEIJING, THE PEOPLE'S REPUBLIC OF CHINA, 100011
(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 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
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(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- )
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PetroChina Company Limited (the "Registrant") is furnishing under the cover
of Form 6-K the Registrant's circular with respect to its proposed issue of
domestic corporate bonds in the PRC.
This circular 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
are, by their nature, subject to significant risks and uncertainties.
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, including, without limitation:
- fluctuations in crude oil and natural gas prices;
- failure to achieve continued exploration success;
- failure or delay in achieving production from development projects;
- failure to complete the proposed acquisition of certain overseas assets
as planned;
- change in demand for competing fuels in the target market;
- continued availability of capital and financing;
- general economic, market and business conditions;
- changes in policies, laws or regulations of the PRC and other
jurisdictions in which the Registrant and its subsidiaries conduct
business; and
- other factors beyond the Registrant's control.
We do not intend to update or otherwise revise the forward-looking
statements in this circular, 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 circular might not
occur in the way we expect, or at all.
You should not place undue reliance on any of these forward-looking
statements.
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.
The Stock Exchange of Hong Kong Limited takes no responsibility for the contents
of this circular, makes no representation as to its accuracy or completeness and
expressly disclaims any liability whatsoever for any loss howsoever arising from
or in reliance upon the whole or any part of the contents of this circular.
[COMPANY LOGO]
[CHINESE COMPANY NAME]
PETROCHINA COMPANY LIMITED
(a joint stock limited company incorporated in the
People's Republic of China with limited liability)
(STOCK CODE: 857)
PROPOSED ISSUE OF DOMESTIC CORPORATE BONDS IN THE PRC
IMPORTANT NOTICE: PLEASE NOTE THAT THE SOLE PURPOSE OF DISTRIBUTING THIS
CIRCULAR IS TO PROVIDE THE SHAREHOLDERS OF PETROCHINA COMPANY LIMITED WITH
INFORMATION REGARDING THE PROPOSED ISSUE OF DOMESTIC CORPORATE BONDS, SO THAT
THE SHAREHOLDERS OF PETROCHINA COMPANY LIMITED MAY MAKE AN INFORMED DECISION ON
VOTING IN RESPECT OF THE RESOLUTION TO BE TABLED AT THE EXTRAORDINARY GENERAL
MEETING.
A notice convening the EGM to be held at Beijing Oriental Bay International
Hotel, 26 Anwai Xibinhe Road, Dongcheng District, Beijing, the PRC on 31 July
2008 at 9 a.m. is set out on pages 6 to 7 of this circular. A form of proxy for
use in connection with the EGM is enclosed herewith. Whether or not you are able
to attend the EGM, 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 EGM. 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.
12 June 2008
TABLE OF CONTENTS
Page
DEFINITIONS ...................................................................1
LETTER FROM THE BOARD..........................................................2
NOTICE OF EXTRAORDINARY GENERAL MEETING........................................6
--i--
DEFINITIONS
In this circular, unless the context requires otherwise, the following
expressions have the following meanings:
"A Share(s)" the domestic shares issued by the
Company to domestic investors and
denominated in Renminbi
"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
"Articles of Association" the articles of association of the
Company
"Board" the board of Directors of the
Company
"Bond Issue" the proposed issue of Domestic
Corporate Bonds by the Company
"Company" [CHINESE COMPANY NAME] (PetroChina
Company Limited), 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 are listed
on the Shanghai Stock Exchange
"CSRC" China Securities Regulatory
Commission
"Director(s)" the director(s) of the Company
"Domestic Corporate Bonds" domestic corporate
bonds of not more than RMB60 billion
in principal amount proposed to be
issued by the Company
"EGM" the extraordinary general meeting
of the Company to be held on
31 July 2008 at Beijing Oriental Bay
International Hotel, 26 Anwai
Xibinhe Road, Dongcheng District,
Beijing, the PRC at 9 a.m.
"EGM Notice" the notice of the EGM as set out on
pages 6 to 7 of this circular
"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)
"Hong Kong" the Hong Kong Special Administrative
Region of the PRC
"PRC" the People's Republic of China
excluding, for the purposes of this
circular, Hong Kong, the Macau
Special Administrative Region and
Taiwan
"RMB" Renminbi yuan, the lawful currency
of the PRC
"Shareholder(s)" holder(s) of Shares of the Company
"Share(s)" shares of the Company, including the
A Share(s) and the H Share(s)
"Stock Exchange" The Stock Exchange of Hong Kong
Limited
--1--
LETTER FROM THE BOARD
[COMPANY LOGO]
[CHINESE COMPANY NAME]
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:
Mr Jiang Jiemin (Chairman) World Tower
Mr Zhou Jiping (Vice Chairman) 16 Andelu
Mr Wang Yilin Dongcheng District
Mr Zeng Yukang Beijing 100011
Mr Wang Fucheng PRC
Mr Li Xinhua
Mr Liao Yongyuan
Mr Wang Guoliang
Mr Jiang Fan
Mr Chee-Chen Tung*
Mr Liu Hongru*
Mr Franco Bernabe*
Mr Li Yongwu*
Mr Cui Junhui*
* Independent non-executive Directors
12 June 2008
To the Shareholders
Dear Sirs
PROPOSED ISSUE OF DOMESTIC CORPORATE BONDS IN THE PRC
INTRODUCTION
On 10 June 2008, the Board resolved to seek shareholders' approval for the
proposed issue of the Domestic Corporate Bonds in the PRC at the EGM to be
convened on Thursday, 31 July 2008. This circular is to provide you with
information regarding the proposed issue of the Domestic Corporate Bonds in
order to allow you to make an informed decision on voting in respect of the
resolution to be proposed at the EGM.
PROPOSED ISSUE OF DOMESTIC CORPORATE BONDS IN THE PRC
1. BACKGROUND
During the "Eleventh Five-Year Plan", the Company has increased capital
needs due to factors including relatively large amount of capital expenditure on
investment in projects, significant increase in special levy on domestic crude
oil sales as a result of soaring crude oil prices and the under-pricing of
domestic refined product prices. To satisfy the operational needs of the
Company, further improve its debt structure, reduce the financing costs and
supplement the working capital of the Company, the Board announced that on 10
June 2008, it resolved to submit to Shareholders for consideration and approval
the proposed issue of the Domestic Corporate Bonds with an aggregate principal
amount of not more than RMB60 billion in one or more tranches at the EGM to be
held on 31 July 2008. The Domestic Corporate Bonds are not convertible or
exchangeable into Shares.
--2--
LETTER FROM THE BOARD
According to the Company Law of the PRC and the Articles of Association,
the Bond Issue is subject to the approval of shareholders (including holders of
H Shares and A Shares).
After approval of the Shareholders is obtained, the Bond Issue will still
require final approval from the CSRC. The timing of the Bond Issue will depend
on the timing of the approval and the conditions of the bond market of the PRC.
2. PROPOSED ISSUE OF DOMESTIC CORPORATE BONDS
The proposed arrangements for the Bond Issue are as follows (such
arrangements are subject to the approval of the CSRC and the conditions of the
PRC bond market):
(1) Issuer: PetroChina Company Limited
(2) Place of Issue: People's Republic of China
(3) Size of the Bond The aggregate principal amount of the Domestic
Issue: Corporate Bonds shall not be more than RMB60 billion.
(4) Arrangement for the The Bond Issue shall be placed to the holders of A
Bond Issue to the Shares. Subject to the granting of authorization to
shareholders of A the Board by the Shareholders, the specific terms and
Shares: conditions of the Bond Issue (including whether such
issuance will be made by way of placing and the
proportion of placing) will be determined by the
Board after taking into account of the market
conditions prior to the issuance and the
specific terms and conditions of the Bond Issue.
(5) Duration of the The duration of the Domestic Corporate Bonds shall be
Domestic Corporate not more than 15 years. The Domestic Corporate Bonds
Bonds: may be issued under a single category or mixed
categories with different maturities. Subject to the
granting of authorization to the Board by the
Shareholders, the maturity and the size of each
category of the Domestic Corporate Bonds shall be
determined by the Board in accordance with the
relevant requirements and the market conditions.
(6) Use of proceeds: The proceeds of the Bond Issue shall be used to
satisfy the demand for mid-term and long-term
capital requirements of the Company, further improve
its debt structure, supplement the working capital
of the Company, and/or investment in projects such as
the Second West-East Gas Pipeline project. Subject to
the granting of authorization to the Board by the
Shareholders, the specific use of proceeds shall be
determined by the Board in accordance with the
capital needs of the Company.
(7) Listing of the Subject to the satisfaction of the listing
Domestic Corporate requirements, application for listing of the
Bonds: Domestic Corporate Bonds on the domestic stock
exchange(s) as approved by the relevant PRC
regulatory authorities shall be made.
(8) Term of validity of The authority granted to the Board by way of special
the resolution: resolution passed at the shareholders meeting with
regard to the proposed issue of the Domestic
Corporate Bonds will expire two years after the date
of the passing of such resolution.
3. GRANTING OF AUTHORISATION TO THE BOARD TO DEAL WITH MATTERS RELATING TO THE
BOND ISSUE
To ensure the smooth issue of the proposed Domestic Corporate Bonds and
according to the relevant provision of the "Tentative Methods on Issue of
Corporate Bonds" promulgated by the CSRC, it is proposed that the Board be
authorised by the Shareholders at the EGM generally and unconditionally and when
items (a) to (f) below have been approved and authorised by the Shareholders at
the EGM, the Board shall further authorise the Chief Financial Officer of the
Company, Mr. Zhou Mingchun, taking in account the specific needs of the Company
and other market conditions, to do the following:
a) to confirm the category, specific terms, conditions and other matters
of the Bond Issue, including but not limited to all matters related to
the Bond Issue, such as the issue size, actual sum, maturity, issue
--3--
LETTER FROM THE BOARD
prices, coupon rates or method of determination, timing 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, security matters, duration of repayment of the principal
and the interests, use of proceeds as approved by the shareholders'
meeting, specific placing arrangements etc.;
b) to perform all necessary and ancillary actions with respect to the
Bond Issue, including but not limited to the appointment of
intermediaries, to determine underwriting arrangements and submit
applications to the relevant regulatory authorities for approval of
the Bond Issue, to engage entrusted manager for the Bond Issue, to
execute the agreement for entrusted management and formulate rules for
the meetings of bondholders, to deal with other issues related with
the issuance and the turnover;
c) to take all necessary actions in relation to the Bond Issue, including
but not limited to execute all necessary contracts, agreements and
documents and make disclosure of relevant information pursuant to
applicable regulatory requirements, and to approve, confirm and ratify
such actions and steps undertaken by the Board or any authorized
director in relation to the Bond Issue;
d) to make corresponding changes to the specific plan of the Bond Issue
based on opinions of the regulatory authorities when there is any
change to the policies on the issuance of bonds or market conditions,
save for issues which are subject to further approval at shareholders'
meeting as required by the relevant laws, regulations and Articles of
Association;
e) to deal with any matters relating to the Bond Issue and the listing of
the Domestic Corporate Bonds;
f) if the Company expects it may fail to pay the principal and coupon
interests of the Domestic Corporate Bonds on schedule or fails to pay
the principal and coupon interests on a due date during the
subsistence of the Domestic Corporate Bonds, to authorize the Board to
determine not to distribute dividends to the Shareholders in
accordance with relevant protection measures for repayment of debts as
required under the relevant laws and regulations.
RECOMMENDATIONS
The directors (including the independent non-executive directors) consider
that the proposed issue of the Domestic Corporate Bonds are in the interests of
the Company as well as its Shareholders. Accordingly, the Directors recommend
that all Shareholders to vote in favour of the relevant resolution set out in
the EGM Notice.
EXTRAORDINARY GENERAL MEETING
An EGM will be held at Beijing Oriental Bay International Hotel, 26 Anwai
Xibinhe Road, Dongcheng District, Beijing, the PRC on Thursday, 31 July 2008 at
9 a.m. to approve the proposed issue of the Domestic Corporate Bonds by special
resolution. The EGM Notice is set out in pages 6 to 7 of this circular.
A form of proxy and the reply slip for use at the EGM are enclosed with
this circular. Whether or not you are able to attend the EGM, 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 1521, World Tower, 16 Andelu, Dongcheng District, Beijing, PRC
(Postal code: 100011) not less than 24 hours before the time appointed for the
EGM. In order to be valid, for holders of H Shares, the above documents must be
delivered to Hong Kong Registrars Limited, 46/F Hopewell Centre, 183 Queen's
Road East, Hong Kong within the same period.
Holders of A Shares and H Shares whose names appear on the register of
members of the Company at the close of business on 22 July 2008 (Tuesday) are
entitled to attend the EGM. The register of members of H Shares of the Company
will be closed from 2 July 2008 (Wednesday) to 31 July 2008 (Thursday) (both
days inclusive), during which period no share transfer of H Shares will be
registered.
--4--
LETTER FROM THE BOARD
The Articles of Association provide that Shareholders who intend to attend
the EGM shall lodge a written reply to the Company 20 days before the date of
the EGM (the "Reply Date"). In case the written replies received by the Company
from the Shareholders indicating their intention to attend the EGM represent
less 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 EGM and the date and venue of the EGM by way of
announcement. The EGM 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 EGM. Completion and return of the form
of proxy will not preclude you from attending and voting at the EGM (or any
subsequent meetings following the adjournments thereof) should you wish to do
so.
PROCEDURES FOR DEMANDING A POLL
In accordance with the Articles of Association, the vote of a general
meeting of the Company shall be taken on a show of hands unless a request for a
voting by poll is made by the following person(s) before or after a voting by a
show of hands:
(1) the chairman of the meeting;
(2) at least two Shareholders with voting rights or their proxies;
(3) a Shareholder or Shareholders (including his or their proxies) who
solely or jointly hold(s) 10% or more of the Shares with rights to
vote at the meeting.
Unless a request for a voting by poll has been made, the chairman of the
meeting shall, based on the results of the voting by a show of hands, announce
the results of voting on a resolution and enter the same in the minutes of the
meeting.
Yours faithfully,
By Order of the Board
PETROCHINA COMPANY LIMITED
JIANG JIEMIN
Chairman
--5--
NOTICE OF EXTRAORDINARY GENERAL MEETING
[COMPANY LOGO]
[CHINESE COMPANY NAME]
PETROCHINA COMPANY LIMITED
(a joint stock limited company incorporated in the
People's Republic of China with limited liability)
(STOCK CODE: 857)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting of PetroChina
Company Limited (the "Company") will be held at 9 a.m. on 31 July 2008
(Thursday) at Beijing Oriental Bay International Hotel, 26 Anwai Xibinhe Road,
Dongcheng District, Beijing, the PRC to consider, approve and authorise the
following matter by way of special resolution:
"To review and approve the resolution regarding the issue of domestic
corporate bonds in principal amount not exceeding RMB60 billion within 2 years
after the date of such resolution passed at the extraordinary general meeting of
the Company and to authorise the Board of Directors to deal with all matters in
connection with the issue of domestic corporate bonds. (Please refer to the
circular for details.)"
By Order of the Board
PETROCHINA COMPANY LIMITED
LI HUAIQI
Secretary to the Board
12 June 2008
--6--
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTES:
1. The register of members of H Shares of the Company will be closed from 2
July 2008 (Wednesday) to 31 July 2008 (Thursday) (both days inclusive),
during which time no share transfers of H Shares will be effected. Holders
of the Company's A Shares and H Shares whose names appear on the register
of members of the Company at the close of business on 22 July 2008
(Tuesday) 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
2. Each Shareholder entitled to attend and vote at the EGM may appoint one or
more proxies to attend and vote on his behalf at this extraordinary general
meeting. A proxy need not be a Shareholder.
3. A proxy of a Shareholder who has appointed more than one proxy may only
vote on a poll.
4. 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 authorising that attorney to sign or
other document of authorisation must be notarised. To be valid, for holders
of A Shares, the notarised power of attorney or other document of
authorisation, and the form of proxy must be delivered to the Secretariat
of the Board of Directors of the Company 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: 46/F, Hopewell Centre, 183 Queen's
Road East, Hong Kong) within the same period.
5. Shareholders who intend to attend this EGM in person or by proxy should
return the reply slip accompanying each notice of EGM to the Secretariat of
the Board of Directors on or before 11 July 2008 (Friday) by hand, by post
or by fax.
6. This EGM is expected to last for half a day. Shareholders (in person or by
proxy) attending this EGM are responsible for their own transportation and
accommodation expenses.
7. The address of the Secretariat of the Board of Directors is as follows:
Room 1521, World Tower
16 Andelu, Dongcheng District,
Beijing, PRC
Postal code: 100011
Contact person: Li Huaiqi
Tel: (8610) 8488 6270
Fax: (8610) 8488 6260
8. As at the date of this notice, the Board of Directors comprises Mr Jiang
Jiemin as the Chairman; Mr Zhou Jiping (Vice Chairman) and Mr Liao Yongyuan
as executive Directors; Mr Wang Yilin, Mr Zeng Yukang, Mr Wang Fucheng, Mr
Li Xinhua, Mr Wang Guoliang and Mr Jiang Fan as non-executive Directors;
and Mr Chee-Chen Tung, Mr Liu Hongru, Mr Franco Bernabe, Mr Li Yongwu and
Mr Cui Junhui as independent non-executive Directors.
--7--
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this circular to be signed on its behalf by the
undersigned, thereunto duly authorized.
PetroChina Company Limited
Dated: June 13, 2008 By: /s/ Li Huaiqi
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Name: Li Huaiqi
Title: Company Secretary