| PETROCHINA COMPANY LIMITED (a joint stock limited company incorporated in the People's Republic of China with limited liability) ANNOUNCEMENT OF INTERIM RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 2000 The Board of Directors (the " Board ") of PetroChina Company Limited (the " Company ") is pleased to announce that the unaudited consolidated interim results of the Company and its subsidiaries (collectively the " Group ") for the six months ended June 30, 2000 are as follows: RESULTS | | | Six months ended June 30 | | | Note | 2000 | 1999 | 1999 | | | | Historical | Historical | Pro forma combined | | | | RMB million | RMB million | RMB million | | TURNOVER AND REVENUES | | | | | | Sales and other operating revenues | 2 | 110,896 | 74,744 | 74,557 | | OPERATING EXPENSES | | | | | | Depreciation, depletion and amortisation | | (18,009) | (8,770) | (12,698) | | Employee compensation costs | | (6,291) | (4,811) | (4,796) | | Exploration expenses, including | | | | | | exploratory dry holes | | (3,869) | (2,211) | (2,508) | | Impairment loss on assets retained | | | | | | by CNPC | | - | (2,007) | - | | Purchases, services and others | | (30,584) | (21,440) | (21,288) | | Revaluation loss | | - | (1,122) | (1,122) | | Selling, general and administrative | | | | | | expenses | | (8,162) | (6,035) | (7,036) | | Taxes other than income taxes | | (6,591) | (5,371) | (5,371) | | Other (expenses)/income | | (59) | 65 | 107 | | TOTAL OPERATING EXPENSES | | (73,565) | (51,702) | (54,712) | | PROFIT FROM OPERATIONS | | 37,331 | 23,042 | 19,845 | | | | | | | | FINANCE COSTS | | | | | | Exchange gain | | 1,141 | 1,208 | 1,208 | | Exchange loss | | (245) | (16) | (16) | | Interest income | | 482 | 429 | 429 | | Interest expense | | (4,235) | (5,110) | (4,449) | | TOTAL FINANCE COSTS | | (2,857) | (3,489) | (2,828) | | | | | | | | SHARE OF PROFIT OF ASSOCIATED | | | | | | COMPANIES | | 172 | 139 | 139 | | PROFIT BEFORE TAXATION | | 34,646 | 19,692 | 17,156 | | TAXATION | 3 | (11,482) | (4,246) | (6,032) | | PROFIT BEFORE MINORITY INTERESTS | | 23,164 | 15,446 | 11,124 | | MINORITY INTERESTS | | (95) | 35 | 35 | | NET PROFIT | | 23,069 | 15,481 | 11,159 | | BASIC AND DILUTED EARNINGS PER SHARE (RMB) | 4 | 0.14 | 0.10 | 0.07 | Notes 1. BASIS OF PREPARATION The historical results of operations are presented on the carve out combined basis for the period from January 1, 1999 to June 30, 1999. The combined results of operations present the results of the Group as if the Group had been in existence throughout the period from January 1, 1999 to June 30, 1999 and as if the predecessor operations and businesses of the core units and the five chemical production facilities retained by China National Petroleum Corporation ( "CNPC") had been transferred to the Company from CNPC and included in the results of operations. The results of operations have been prepared on a consolidated basis for the period from January 1, 2000 to June 30, 2000. The pro forma combined results of operations for the six months ended June 30, 1999 are prepared based on the historical combined results of operations of the Company and its subsidiaries after giving effects to the pro forma adjustments. The pro forma combined results of operations present adjustments as if the formation and the Restructuring of the Company had occurred at the beginning of the period. The pro forma financial information does not purport to represent what the results of operations would actually have been or would be if the events described above had in fact occurred on the dates assumed or to project the results of operations for any future date or period. A description of the pro forma adjustments is as follows: a) To exclude the effects of five chemical production facilities retained by CNPC upon the formation of the Company. b) To adjust exploration expenses in accordance with the Comprehensive Products and Services Agreement between CNPC and the Company. c) To adjust selling, general and administrative expenses as if the new operating lease agreements on land and buildings with CNPC had been in effect throughout the six months ended June 30, 1999. d) To adjust for additional depreciation and depletion resulting from the revaluation of property, plant and equipment based on revaluation made as of June 30, 1999, performed by China Enterprise Appraisal, an independent valuer in the PRC, as if such revaluation had been recognized on January 1, 1999. e) To reverse the interest expense related to the RMB 30.5 billion loans assumed by CNPC on June 30, 1999 as if the debt assumption took place on January 1, 1999. f) To adjust for the income tax effects using the statutory rate in effect of 33%. The restructuring has been accounted for as a reorganisation of business under common control and the Group is regarded as a continuing entity. 2. REVENUES Revenues include revenue from the sale of crude oil, natural gas, refined products and petrochemical products and from the transportation of crude oil and natural gas. 3. TAXATION | | Six months ended June 30 | | | 2000 | | 1999 | | | RMB million | | RMB million | | | | | | | PRC income tax | 9,923 | | 3,010 | | Deferred income tax | 1,519 | | 1,205 | | Share in tax of associated companies | 40 | | 31 | | | 11,482 | | 4,246 | In accordance with the relevant PRC income tax rules and regulations, the PRC income tax rate applicable to the Group in 2000 is 33% (1999: 33%). 4. BASIC AND DILUTED EARNINGS PER SHARE The basic and diluted earnings per share for the six months ended June 30, 2000 have been computed by dividing the net profit by the weighted average number of 167.39 billion shares issued and outstanding for the accounting period. The basic and diluted earnings per share for the six months ended June 30, 1999 have been computed by dividing the net profit by the 160 billion state-owned shares issued and outstanding upon the establishment of the Company on November 5, 1999 as if such shares had been outstanding during such accounting period. The pro forma basic and diluted earnings per share for the six months ended June 30, 1999 have been computed by dividing the pro forma net profit by the 160 billion state-owned shares as if such shares had been outstanding for the whole period. There are no dilutive potential ordinary shares. 5. CHANGES IN EQUITY | | Share capital | Retained earnings | Reserves | Total | | | RMB million | RMB million | RMB million | RMB million | | | | | | | | As at January 1, 2000 | 160,000 | 3,326 | 47,085 | 210,411 | | | | | | | | Net profit from January 1, 2000 | | | | | | to June 30, 2000 | - | 23,069 | - | 23,069 | | | | | | | | Issue of shares | 15,824 | - | 4,512 | 20,336 | | | | | | | | Distribution of profit for the period from October 1,1999 to November 4,1999 | | | (2,640) | (2,640) | | | | | | | | Total | 175,824 | 26,395 | 48,957 | 251,176 | In accordance with the restructuring agreement between CNPC and the Company in connection with the restructuring, the Company distributed RMB 2,640 million to CNPC in respect of the group's net profit for the period from October 1, 1999 to November 4, 1999, determined in accordance with PRC accounting standards. 6. INTERIM DIVIDEND It was resolved by the Board that a dividend of 45% of net profit recorded during the period ended June 30, 2000 or RMB0.059042 per share, be distributed as interim dividend. BUSINESS OPERATING REVIEW The Company listed its American depositary shares ("ADSs") and H shares on April 6, 2000 and April 7, 2000 at The New York Stock Exchange ("NYSE") and The Hong Kong Stock Exchange Limited ("HKSE") respectively. For the 6 months ended June 30, 2000, profit before taxation of the Company was approximately RMB34.646 billion, representing an increase of 76% over the same period last year and the Company's net profit was RMB23.069 billion, representing an increase of 49% over the same period last year. The principal reasons for the increase in profitability include increases in prices of crude oil products, increases in sales of natural gas products, increases in sales and prices of some refined products and petrochemical products, decreases in financial expenses and decreases in costs. Profit of the Company is primarily derived from the sale of crude oil from the exploration and production segment. The basic and diluted net earnings per share of the Company is RMB0.14. For the 6 months ended June 30, 2000, the Company had produced a total of 384 million barrels of crude oil and 241.2 billion cubic feet of sales natural gas, averaging a production of 2.11 million barrels of crude oil and 1.325 billion cubic feet of sales natural gas per day, of which 366.32 million barrels of crude oil and 238.3 billion cubic feet of natural gas were sold. Of the crude oil sold, approximately 70.5% was sold to the refineries owned by the Company. For the 6 months ended June 30, 2000, the refineries of the Company processed 270 million barrels of crude oil, averaging 1.481 million barrels per day. Approximately 95% of the crude oil processed by the Company's refineries is provided by the exploration and production segment. The Company produced approximately 20.66million tons of gasoline, diesel and jet fuel, of which 22.35 million tons were sold. The Company is actively expanding its sales and distribution network, especially the retail network, to fully take advantage of the complementary value-added effects of integrating refining and marketing. As at June 30, 2000, 9,727 service stations were owned, operated or franchised by the Company, or owned by CNPC to which the Company provides supervisory support. As at June 30, 2000, the Company owned and operated 8,765 kilometres of crude oil pipelines and 1,025 kilometres of refined product pipelines. For the 6 months ended June 30, 2000, the Company produced 1.343 million tons of basic chemical products, 0.777 million tons of polyolefin, 0.144 million tons of fibres, 0.107 million tons of rubber and 1.685 million tons of urea. For the 6 months ended June 30, 2000, through modifying technologies employed, adjusting products mix and focusing on high-value products, the Company has significantly improved the operating results of the chemicals segment. The natural gas segment is the core business segment of the Company. For the 6 months ended June 30, 2000, of the Company's production of sales natural gas of 241.2 billion cubic feet, 206.9 billion cubic feet was sold through the natural gas segment. The Company currently owns and operates regional natural gas pipeline networks consisting of 11,516 kilometres of pipelines, of which 10,424 kilometres are operated by the natural gas segment. FUTURE PLANS AND PROSPECTS The Company will continue to focus on enhancing efficiency and cutting costs through on-going restructuring and rationalisation of its operations. The Company will also monitor the size and functions of its staff and reduce the number of redundant staff, so as to improve efficiency. As regards the exploration and production segment, the Company intends to continue to shift the focus of its exploration and development activities from increasing crude oil production to maximising its return on capital employed by reducing finding, development and lifting costs and by optimising its crude oil and natural gas exploration and development activities. As regards the refining and marketing segment, the Company intends to create value by maximising efficiency and return on capital through the measures of shutting down facilities with low efficiency, strengthening deployment of capital resources, integrating refining and marketing, taking various other cost-reduction measures, expanding retail business and adhering to rigorous return-on-capital requirements. As regards the chemicals and marketing segment, the Company will continue to focus on cutting costs, enhancing technical reform, and undertaking the removal of bottlenecking of its ethylene production. The Company will also take measures to optimize products mix, focus on high-value products, rationalise sales networks, explore new markets and improve after-sales service to its customers, so as to improve its operating results and explore opportunities for further development. As regards the natural gas and pipelines segment, natural gas consumption in the PRC has been promoted by environmental protection policies of the PRC government. The Company will seek to actively capitalize on such growth in natural gas consumption. The Company intends to expand its transmissions infrastructure, increase its transportation capacity, reduce its operating costs and increase its capital efficiency so as to expand and set a solid base for the future development of the natural gas segment. INTERIM DIVIDEND The Board was authorized by the shareholders to consider and approve the payment of an interim dividend for 2000 at the shareholders' meeting held on June 30, 2000. The Board has resolved to pay an interim dividend of RMB0.059042 per share (inclusive of applicable tax) for the 6 months ended June 30, 2000. The payment shall be made to shareholders whose names appear on the register of members of the Company at the closure of business on September 20, 2000. In accordance with Article 39 of the Company's articles of association, no transfer of shares shall be registered in the register of members five (5) days before the record date for the Company's distribution of dividends. The register of members will be closed from September 15, 2000 to September 20, 2000, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for the interim dividend, all transfer documents must be lodged together with the relevant share certificates at the HKSCC Registrars Limited ("HKSCC"), 2nd Floor, Vicwood Plaza, 199 Des Voeux Road Central, Hong Kong, no later than 4:00 p.m. on September 14, 2000. Details of the payment of the interim dividend for the 6 months ended June 30, 2000 are as follows: (1) According to Article 149 of the articles of association of the Company, dividends payable to the Company's shareholders shall be declared in RMB. Dividends payable to holders of State-owned shares shall be paid in RMB while dividends payable to holders of H shares shall be paid in the local currency of the place of listing. Dividends payable to holders of H shares shall be paid in Hong Kong dollars and the following formula shall apply: | Conversion rate for dividend per share (RMB to Hong Kong dollar) | = | Dividend per share in RMB Average of the closing exchange rates for RMB to Hong Kong dollar as announced by the People's Bank of China for the week prior to the announcement of the interim dividend | For the purpose of calculating the Hong Kong dollar equivalent of the amount of interim dividend payable per H share, the average of the closing exchange rates for RMB to Hong Kong dollar as announced by the People's Bank of China for the week prior to the declaration of the interim dividend is RMB 1.0614 = HK$1.00. Accordingly, the amount of interim dividend which will be payable per H share of the Company is HK$ 0.0556. (2) The Company has appointed Bank of China (Hong Kong) Trustees Limited as the receiving agent in Hong Kong (the "Receiving Agent") and will pay to such Receiving Agent the interim dividend declared pending payment to the holders of H shares. Such interim dividend will be paid by the Receiving Agent on or about October 5, 2000, and will be despatched by HKSCC on the same day to H share shareholders entitled to receive such by ordinary post, at their own risk. NEW SHARE ISSUE AND SHARE CAPITAL STRUCTURE The Company issued 17,582,418,000 H shares (including ADSs) in April 2000, which represented 10% of the total share capital of the Company immediately after the issue. The Company's ADSs and H shares were listed on NYSE and HKSE on April 6, 2000 and April 7, 2000 respectively. The share capital of the Company in issue as fully paid or credited as fully paid as at December 31, 1999, amounted to 160,000,000,000 State-owned shares, with a par value of RMB1.00 each. The share capital of the Company in issue as fully paid or credited as fully paid as at June 30, 2000 was 175,824,176,000 shares, with a par value of RMB1.00 each. As at June 30, 2000, the share capital structure of the Company was as follows: PURCHASE, SALE OR REDEMPTION OF SECURITIES | Shares | Number of shares as at June 30, 2000 | Percentage of the total number of shares in issue as at June 30, 2000 (%) | State-owned shares | 158,241,758,000 | 90 | | Foreign invested shares (H shares and ADSs) | 17,582,418,000 | 10 | | Total | 175,824,176,000 | 100 | Apart from the issuance of new H shares and ADSs in April 2000 as aforesaid, the Company has not sold any other types of securities, nor has it purchased or redeemed any of its securities during the 6 months ended June 30, 2000. USE OF PROCEEDS FROM THE SHARE OFFER In the period from April 10, 2000 to June 30, 2000, the Company partially applied the proceeds from the share offer in accordance with the manner disclosed in the prospectus of the Company as capital expenditures and repayment of bank loans. The Company intends to use the proceeds that have not been applied in the manner disclosed in the prospectus. SHAREHOLDING OF MAJOR SHAREHOLDER As at June 30, 2000, the major shareholder holding more than 10% interest in the Company's total share capital was as follows: | Name of Shareholder | Number of State-owned shares held | Percentage of the total number of shares in issue as at June 30,2000 | | CNPC | 158,241,758,000 | 90 | As at 30 June, 2000, save as disclosed above, as far as the directors are aware, no person (other than the directors, members of the senior management or the supervisors of the Company) had an interest of 10% or more in the equity securities of the Company which was required, pursuant to section 16(1) of the Securities (Disclosure of Interests) Ordinance, to be recorded in the register. SHARE OPTION SCHEME Share option schemes for members of senior management were deliberated and passed in a Board meeting and an extraordinary shareholders' meeting held on March 7, 2000 and April 6, 2000, respectively. Share options will soon be granted to members of the senior management. Upon exercise of these share options, members of the senior management will not receive any shares in the Company, but will, by way of stock appreciation rights, receive a monetary sum, which is calculated on the basis of the share price of the H shares listed on the HKSE. Share option schemes for members of the intermediate management level are currently being devised. YEAR 2000 COMPLIANCE The Group has completed all monitoring and modifications for year 2000 compliance and none of its computer systems has been affected by any year 2000 related problems. CODE OF BEST PRACTICE Following its listing of H shares on the HKSE, the Company is in compliance with the requirements of the Code of Best Practice contained in Appendix 14 to the Rules Governing the Listing of Securities on the HKSE. By Order of the Board Ma Fucai Chairman Beijing, China August 30, 2000 |