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 December 2007
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
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(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 announcement regarding resolutions passed at
extraordinary meeting of its board of directors.
(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)
ANNOUNCEMENT OF THE RESOLUTIONS PASSED AT
EXTRAORDINARY MEETING OF THE BOARD OF DIRECTORS
(OVERSEAS REGULATORY ANNOUNCEMENT)
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PetroChina Company Limited and all members of its board of directors
warrant the authenticity, accuracy and completeness of the information contained
in this announcement, and jointly and severally accept full responsibility for
any misrepresentation, misleading statements or material omissions contained in
this announcement.
This overseas regulatory announcement was issued pursuant to Rule 13.09(2)
of the Rules Governing the Listing of Securities on the Stock Exchange of Hong
Kong Limited.
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PetroChina Company Limited (the "COMPANY") convened an extraordinary
meeting of its board of directors by way of written resolutions on 27 December
2007, at which the "Proposal relating to the Capital Injection Agreement
Concerning CNPC Exploration and Development Company Limited" was considered. The
meeting was convened in accordance with the requirements under applicable laws
and regulations as well as the Articles of Association of the Company. The
Chairman of the Company, Mr. Jiang Jiemin, and certain directors of the Company,
namely Mr. Duan Wende, Mr. Zhou Jiping, Mr. Wang Yilin and Mr. Zeng Yukang, also
held positions in China National Petroleum Corporation and therefore have
abstained from voting in respect of the resolutions. The remaining six directors
of the Company (including the independent non-executive directors) have reviewed
the resolutions and considered that the capital injection is carried out in the
usual course of business of the Company on normal commercial terms and are fair
and reasonable to the Company and its shareholders as a whole and are in the
best interest of the Company and its shareholders as a whole, and unanimously
approved:
1. the injection by the Company and China National Oil and Gas Exploration and
Development Corporation of RMB8 billion each into CNPC Exploration and
Development Company Limited, the contents of the "Capital Injection
Agreement Concerning CNPC Exploration and Development Company Limited" (the
"CAPITAL INJECTION AGREEMENT"), and the entrance by the Company, China
National Oil and Gas Exploration and Development Corporation and CNPC
Exploration and Development Company Limited into the Capital Injection
Agreement; and
2. the draft announcements (including but not limited to the undertakings,
representations and confirmations made by the directors of the Company
therein) provided to the board of directors of the Company and the
authorization for the Vice Chairman of the Company, Mr. Li Hualin, to amend
the announcements pursuant to the requirements of the regulatory
authorities, take all actions in respect of the capital injection which he
considers to be necessary or desirable and sign the Capital Injection
Agreement and other documents which he considers to be necessary or
desirable.
Please refer to the announcement on connected transaction made by the Company
today for details of the present capital injection.
BY ORDER OF THE BOARD
PETROCHINA COMPANY LIMITED
27 December 2007
As at the date of this announcement, the board of directors of the Company
comprises Mr. Jiang Jiemin as the Chairman; Mr. Duan Wende as the executive
director; Mr. Zheng Hu, Mr. Zhou Jiping, Mr. Wang Yilin, Mr. Zeng Yukang, Mr.
Gong Huazhang and Mr. Jiang Fan as non-executive directors; and Mr. Chee-Chen
Tung, Mr. Liu Hongru and Mr. Franco Bernabe as independent non-executive
directors.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
PetroChina Company Limited
Dated: December 28, 2007 By: /s/ Li Huaiqi
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Name: Li Huaiqi
Title: Secretary to the Board