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
--- ---
(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- )
----------
PetroChina Company Limited (the "Registrant") is furnishing under the cover
of Form 6-K the Registrant's announcement with respect to its proposed issue of
domestic corporate bonds in the PRC.
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
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 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.
The Stock Exchange of Hong Kong Limited takes no responsibility for the contents
of this announcement, 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 of the contents of this announcement.
(PETROCHINA COMPANY LIMITED LOGO)
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
--------------------------------------------------------------------------------
On 10 June 2008, the Board resolved to seek shareholders' approval for the
proposed issue of the Domestic Corporate Bonds in the PRC 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.
A circular containing details of the proposed issue of the Domestic Corporate
Bonds and notice to shareholders convening the EGM will be despatched to
Shareholders as soon as practicable.
This announcement is made by the Company pursuant to Rule 13.09(1) of the Rules
Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
--------------------------------------------------------------------------------
PROPOSED ISSUE OF DOMESTIC CORPORATE BONDS IN THE PRC
1. BACKGROUND
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, on 10 June 2008, the Board 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.
According to the Company Law of the PRC and the Articles of Association,
the Bond Issue is subject to the approval of the 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 Issue: The aggregate principal amount of the
Domestic Corporate Bonds shall not be
more than RMB 60 billion.
(4) Arrangement for the The Bond Issue shall be placed to the
Bond Issue to the holders of A Shares. Subject to the
shareholders of A Shares: granting of authorization to the Board by
the Shareholders, the specific terms and
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 Domestic The duration of the Domestic Corporate
Corporate Bonds: Bonds shall be not more than 15 years.
The Domestic Corporate 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 Domestic Subject to the satisfaction of the listing
Corporate Bonds: requirements, application for listing of
the 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 The authority granted to the Board by way
resolution: of special 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
-2-
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 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; and
(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.
EXTRAORDINARY GENERAL MEETING
An EGM will be held at Beijing Oriental Bay International Hotel, 26 Anwai
Xibinhe Road,
-3-
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.
A circular containing details of the proposed issue of the Domestic
Corporate Bonds and notice to shareholders convening the EGM will be despatched
to Shareholders as soon as practicable.
DEFINITIONS
In this announcement, unless otherwise defined, the following terms shall
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" 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
"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
-4-
"PRC" the People's Republic of China excluding, for the
purposes of this announcement, 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
By order of the Board
PETROCHINA COMPANY LIMITED
LI HUAIQI
Company Secretary
10 June 2008
Beijing, the PRC
As at the date of this announcement, 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.
-5-
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: June 12, 2008 By: /s/ Li Huaiqi
-----------------------------
Name: Li Huaiqi
Title: Company Secretary