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Resolutions Passed at the Annual General Meeting for the Year 2000
Payment of the Final Dividend
Resignation of Director and
Appointment of New Director
The Board announces that the Annual General Meeting was held in Beijing on June 8, 2001 and the resolutions as set out below were duly passed.
The Board also wishes to notify shareholders of the details relating to the payment of the final dividend.
The Board further announces that Mr Jiang Jinchu has resigned as a director of the Company with effect from June 8, 2001 and that Mr Chen Geng has been appointed a director of the Company with effect from June 8, 2001.
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Resolutions Passed at the Annual General Meeting
The board of directors (the "Board") of PetroChina Company Limited (the "Company") is pleased to announce that the annual general meeting (the "Annual General Meeting") of the Company for the year 2000 was held at China World Hotel, No. 1 Jian Guo Men Wai Avenue, Beijing, PRC, on June 8, 2001. Shareholders or proxies representing 175,730,002,000 shares with voting rights, representing 99.95% of the total of 175,824,176,000 shares of the Company attended the Annual General Meeting. The Annual General Meeting was validly convened in compliance with the requirements of the Company Law of the PRC and the articles of association of the Company.
At the Annual General Meeting, the following resolutions were considered and approved:
1 the report of the directors for the year 2000 was approved;
2 the report of the supervisory committee for the year 2000 was approved;
3 the audited financial statements of the Company for the year 2000 was approved;
4 the declaration and payment of a final dividend for the year ended December 31, 2000 in the amount and in the manner recommended by the Board was approved;
5 the appointment of Mr Chen Geng as a director was approved, and the Board was authorised to fix the emoluments thereof;
6 the Board was authorised to determine the interim dividend for the year 2001 and related matters;
7 the appointment of PricewaterhouseCoopers, Certified Public Accountants and PricewaterhouseCoopers Zhong Tian CPAs Limited Company, Certified Public Accountants, as the international and domestic auditors of the Company, respectively, for the year 2001 was approved, and the Board was authorised to fix the remuneration thereof; and
8 the following resolution to amend the articles of association of the Company as a special resolution was approved:
"THAT the articles of association of the Company be amended by adopting the following articles to replace Article 3 and paragraph 2 of Article 10 (such amendments require the approval of the State Administration for Industry and Commerce and are subject to the Company particulars and scope of business as approved by the State Administration for Industry and Commerce):
| Article 3 |
The Company's address:16 AndeluDongcheng DistrictBeijing
Telephone number: 8488 6270
Fax number: 8488 6260
Postal code: 100011 |
| Article 10, paragraph 2 |
The Company's scope of business includes: the exploration, production and marketing of oil and natural gas; the production and marketing of refined, petrochemical and chemical products; the operation of oil and natural gas pipelines; the research and development of oil exploration and production technology and petrochemical technology; the marketing of materials, equipment and machinery required for the production of oil, natural gas and petrochemical products and for the construction of pipelines; the import and export of crude oil and refined products; the import and export of various types of commodities and technologies (other than those commodities and technologies the operation thereof by the Company is restricted by the State or the import and export thereof is prohibited by the State) on its own account and as an agent; the processing of imported materials and the conducting of "processing of supplied materials, assembly of supplied parts, processing of supplied samples and compensatory trade"; counter trade and entrepot trade; the exploration, development and production of oil under production sharing contracts and projects which have been assigned to the Company by China National Petroleum Corporation. |
| and the Board of Directors be authorised to report the amendments to the relevant authorities for record.". | Payment of the Final Dividend
The Board also wishes to notify shareholders that details of the payment of the final dividend are as follows:
The Company will pay a final dividend of RMB0.082315 per share (inclusive of applicable tax) for the year ended December 31, 2000. The payment shall be made to shareholders whose names appeared on the register of members of the Company at the closure of business on June 7, 2001.
According of Article 149 of the article 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 thelocal 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 final dividendper share
(RMB to Hong Kong dollars) |
＝ |
Final 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 before June 8, 2001 | For the purpose of calculating the Hong Kong dollar equivalent of the amount of final 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 June 8, 2001, that is the date of the annual general meeting at which the final dividend is declared, is RMB1.0606 = HK$1.00. Accordingly, the amount of final dividend payable per H share is HK$0.0776.
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 final dividend declared for payment to H share shareholders. The final dividend will be paid by the Receiving Agent on or about June 22, 2001, and will be despatched on the same day to H share shareholders entitled to receive such by ordinary post and at their own risk.
Resignation of Director and Appointment of New Director
The Board further announces that Mr Jiang Jinchu, having reached retirement age, has resigned as a director of the Company with effect from June 8, 2001. The Board expresses its gratitude to Mr Jiang Jinchu for his contribution to the Company during the term of his office.
The Board is pleased to announce that at the Annual General Meeting, Mr Chen Geng has been appointed as a director of the Company, with effect from June 8, 2001. The Company takes this opportunity to welcome Mr Chen Geng as a member of the Board.
By Order of the Board
Shou Xuancheng
Company Secretary Beijing
The People's Republic of China
June 8, 2001
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