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 2023
Commission File
Number: 001-15006
PETROCHINA COMPANY
LIMITED
9 Dongzhimen North
Street, Dongcheng District
Beijing, The People’s
Republic of China, 100007
(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 o
EXHIBITS
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.
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PetroChina Company Limited |
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| Dated: December 20, 2023 |
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By: |
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/s/ WANG Hua |
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Name: |
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WANG Hua |
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Title: |
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CFO and Secretary to the Board of Directors |
Hong Kong Exchanges and Clearing
Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation
as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance
upon the whole or any part of the contents of this announcement.
PETROCHINA COMPANY LIMITED
(a joint stock limited company incorporated in the
People's Republic of China with limited liability)
(Stock Code: 857)
CHANGE OF MEMBERS OF THE SUSTAINABLE
DEVELOPMENT COMMITTEE
The board of directors (the "Board")
of PetroChina Company Limited (the "Company") hereby announces that, in consideration of the work role and expertise
of the directors of the Company, Mr. Zhang Daowei has been appointed as a member of the sustainable development committee of the Board.
By order of the Board
PetroChina Company Limited
Company Secretary
WANG Hua
Beijing, the PRC
20 December 2023
As at the date of this announcement, the
Board comprises Mr. Dai Houliang as Chairman; Mr. Hou Qijun as Vice Chairman and non-executive Director; Mr. Duan Liangwei and Mr. Xie
Jun as non-executive Directors; Mr. Huang Yongzhang, Mr. Ren Lixin and Mr. Zhang Daowei as executive Directors; and Mr. Cai Jinyong, Mr.
Jiang, Simon X., Mr. Zhang Laibin, Ms. Hung Lo Shan Lusan and Mr. Ho Kevin King Lun as independent non-executive Directors.
PETROCHINA COMPANY LIMITED
(a joint stock limited company incorporated in the
People's Republic of China with limited liability)
(Stock
Code：857)
LIST OF DIRECTORS AND THEIR ROLES AND FUNCTIONS
The members of the board of directors (the
“Board”) of PetroChina Company Limited are set out below:
Chairman：Dai
Houliang
Vice
Chairman and Non-Executive Director：Hou
Qijun
Non-Executive
Directors：
Duan Liangwei
Xie Jun
Executive
Directors：
Huang Yongzhang
Ren Lixin
Zhang Daowei
Independent
Non-Executive Directors：
Cai Jinyong
Jiang, Simon X.
Zhang Laibin
Hung Lo Shan Lusan
Ho Kevin King Lun
The Board has established five Board Committees.
The table below provides membership information of these Board Committees on which certain Board members serve:
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Board
Committee
Director |
Nomination Committee |
Audit Committee |
Investment and Development Committee |
Examination and Remuneration Committee |
Sustainable Development Committee |
| Dai Houliang |
C |
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| Hou Qijun |
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C |
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| Duan Liangwei |
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M |
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M |
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| Xie Jun |
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M |
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| Huang Yongzhang |
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M |
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C |
| Ren Lixin |
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M |
| Zhang Daowei |
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M |
| Cai Jinyong |
M |
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C |
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| Jiang, Simon X. |
M |
M |
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| Zhang Laibin |
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M |
| Hung Lo Shan Lusan |
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C |
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| Ho Kevin King Lun |
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M |
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Notes:
| C |
Chairman of the relevant Board Committees |
| M |
Member of the relevant Board Committees |
Beijing, the PRC
20 December 2023
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong
Limited take no responsibility for the contents of this announcement, make no
representation as to its accuracy or completeness and expressly disclaim any
liability whatsoever for any loss howsoever arising from or in reliance upon the
whole or any part of the contents of this announcement.
PETROCHINA COMPANY LIMITED
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(STOCK CODE: 857)
CONTINUING CONNECTED TRANSACTIONS
CURRENCY DERIVATIVES TRANSACTIONS WITH CNPC FINANCE
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Reference is made to the announcement of the Company dated March 29, 2023, in
relation to the 2023 Derivatives Framework Agreement entered into between the
Company and CNPC Finance. The 2023 Derivatives Framework Agreement will be
expired on December 31, 2023.
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2024 DERIVATIVES FRAMEWORK AGREEMENT
The Board is pleased to announce that, on December 20, 2023, the Company entered
into the 2024 Derivatives Framework Agreement with CNPC Finance, pursuant to
which CNPC Finance agreed to provide currency derivatives services to the Group
in 2024.
HKEX LISTING RULES IMPLICATIONS
As at the date of this announcement, CNPC is the controlling shareholder of the
Company and CNPC Finance is a subsidiary of CNPC, and therefore CNPC Finance is
a connected person of the Company under Chapter 14A of the HKEx Listing Rules.
Therefore, the transactions contemplated under the 2024 Derivatives Framework
Agreement constitute continuing connected transactions of the Company under the
HKEx Listing Rules.
Since the highest of the applicable percentage ratios in respect of the 2024
Annual Cap calculated in accordance with the HKEx Listing Rules is more than
0.1% but less than 5%, the 2024 Derivatives Framework Agreement and the
transactions contemplated thereunder are subject to the reporting, announcement
and annual review requirements under Chapter 14A of the HKEx Listing Rules but
are exempted from the circular and independent shareholders' approval
requirements.
Reference is made to the announcement of the Company dated March 29, 2023, in
relation to the 2023 Derivatives Framework Agreement entered into between the
Company and CNPC Finance. The 2023 Derivatives Framework Agreement will be
expired on December 31, 2023.
2024 DERIVATIVES FRAMEWORK AGREEMENT
The Board is pleased to announce that, on December 20, 2023, the Company entered
into the 2024 Derivatives Framework Agreement with CNPC Finance, pursuant to
which CNPC Finance agreed to
1
provide currency derivatives services to the Group
in 2024. The principal terms of the 2024 Derivatives Framework Agreement are as
below.
DATE: December 20, 2023
PARTIES: (a) the Company
(b) CNPC Finance
TERM: From January 1, 2024 to December 31, 2024
SUBJECT MATTER: CNPC Finance agreed to provide currency derivatives services to
the Group, and the types of derivatives include forward
settlements and sales of foreign exchange, forward purchase
and sales of foreign exchange, foreign exchange swaps,
currency swaps, interest swaps
PRICING POLICY AND ENFORCEMENT
Pricing principles:
(1) government-prescribed price; or
(2) where there is no government-prescribed price, then the price shall be
determined based on the government-guided price;
(3) where neither (1) or (2) is applicable, then:
(a) the price shall be determined with reference to the market price or
fee charging standards offered by the independent third parties; or
(b) where there is no market price from the independent third parties,
then the price shall be determined after arm's length negotiation
based on the principle of fairness and reasonableness.
In addition, for transactions entered into between the Group and CNPC Finance
pursuant to the 2024 Derivatives Framework Agreement, the terms of the
transactions, fees charged and other relevant transaction conditions should
comply with the relevant requirements of regulatory authorities, with reference
to services of the similar size and type offered by CNPC Finance to third
parties with the same credit rating level and the subsidiaries of CNPC and
services of the similar size and type offered to the Group provided by other
major independent third party financial institutions (the "THIRD PARTY FINANCIAL
INSTITUTIONS"), and such transactions shall be conducted on normal commercial
terms or better for the Group.
Before the Group enters into specific agreements with CNPC Finance for each
transaction under the 2024 Derivatives Framework Agreement, the terms offered or
fees charged by CNPC Finance and other relevant transaction conditions shall be
compared with those for transactions of the similar size and type offered by
Third Party Financial Institutions. The Group shall have the discretion to enter
into transactions with CNPC Finance only if the terms offered or fees charged by
CNPC Finance or other relevant transaction conditions are the same or better
than those offered by Third Party Financial Institutions. The Group may also
additionally or alternatively seek Third Party Financial Institutions to conduct
relevant transactions as it deems appropriate.
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HISTORICAL AMOUNT AND HISTORICAL ANNUAL CAP
The 2023 Annual Cap is US$6.50 billion. For the eleven months ended November 30,
2023, the amount of currency derivatives transactions between CNPC Finance and
the Group amounted to US$5.74 billion.
PROPOSED ANNUAL CAP AND DETERMINATION BASIS
The Board considered and recommended that, for the year ended December 31, 2024,
the 2024 Annual Cap shall not exceed US$8.00 billion. The 2024 Annual Cap is
determined after taking into account the following factors:
(1) the estimated settlement amount of international trade to be conducted by
the Group for the year of 2024;
(2) the expected large fluctuation in the RMB exchange rates and other
external factors in the context of global trade uncertainty;
(3) CNPC Finance's experience in foreign exchange business, and the Group's
belief that the prices and quality of the services provided by CNPC
Finance are not less favorable than comparable levels or conditions in
the market; and
(4) the realization of the reduction and hedging of exchange risk through the
relevant financial services provided to the Group by CNPC Finance and
other Third Party Financial Institutions.
RISK MANAGEMENT AND INTERNAL CONTROL MEASURES
The main risks associated with currency derivatives transactions include market
risk, liquidity risk, margin risk, compliance risk and counterparty risk. To
effectively address the above-mentioned risks and ensure that the pricing for
such transactions is consistent with the above-mentioned pricing policy, the
Company takes the measures set out below:
(1) The Company formulated relevant management policy and established
cross-department management and cooperation system, strengthened the
review of business qualification and annual planning, clarified the
rights and responsibilities of departments of headquarters, specialized
companies and business entities;
(2) The Company will strictly enforce a series of measures, including
connected transaction management methods, internal control management
handbook and internal control assessment management methods to ensure
that connected transactions are conducted in accordance with the 2024
Derivatives Framework Agreement and the above-mentioned pricing policy.
The Company's external auditors shall conduct an interim review and a
year-end audit on the Company's internal control measures. Meanwhile,
the Company's audit committee and external auditors shall conduct
annual supervision and inspection and external audits of the
effectiveness of the Company's internal control system, including two
tests on internal control at the middle and end of each year; the audit
committee of the Board shall review the evaluation of internal control
and the implementation of the continuing connected transactions twice a
year; the supervisory committee of the Company shall hear reports on
internal control evaluation and the implementation of the continuing
connected transactions simultaneously;
(3) The independent non-executive Directors shall conduct annual review on
the continuing connected transactions and provide annual confirmations
in the annual reports of the Company on whether the continuing
connected transactions of the Group have been entered into (i) in the
ordinary and usual course of business of the Group; (ii) on normal
commercial terms or better; and (iii) according to the relevant
agreements governing them on terms that are fair and reasonable and in
the interest of the Company and the Shareholders as a whole;
3
(4) The audit committee of the Board shall conduct review on the annual
report and interim report which include the disclosure and analysis of
the execution of the continuing connected transactions;
(5) The external auditors of the Company shall report on the continuing
connected transactions of the Group every year and issue a letter to
the Board in respect of the continuing connected transactions of the
Group in accordance with the regulatory rules of places where the
Company is listed; and
(6) The supervisory committee of the Company shall supervise the continuing
connected transactions and hear the annual report and interim report
which include the disclosure and analysis of the implementation of the
continuing connected transactions twice a year. The supervisory
committee of the Company shall also review whether the connected
transactions between the Group and connected persons comply with the
regulatory requirements of places where the Company is listed, whether
the prices are fair and reasonable and whether there is any act which
is detrimental to the interests of the Company and the Shareholders.
REASONS FOR AND BENEFITS OF THE ENTERING INTO OF THE 2024 DERIVATIVES FRAMEWORK
AGREEMENT
The Group's international trade business process includes settlement involving
the exchange of RMB, USD, EUR, GBP and other currencies and is exposed to high
level of exchange rate risk. Therefore, the Group intends to actively manage
exchange risk and reduce exchange loss by carrying out currency derivatives
transactions.
CNPC Finance was incorporated with the approval from the People's Bank of China
and holds business license and financial permit and is a financial enterprise
controlled by CNPC, the controlling shareholder of the Company, which has strong
comprehensive strength to provide efficient financial services to the Group's
domestic and overseas operations. Details of CNPC Finance are set out below:
(1) CNPC Finance is the internal settlement, fund raising and financing and
capital management platform of CNPC and has been providing deposit,
loan, settlement and other financial services to the Group for many
years; CNPC Finance has convenient and efficient internal settlement
platforms and foreign currency derivatives business channels and has
established a comprehensive and matured cooperation mechanism with the
Group; the Group shall have the discretion to enter into transactions
with CNPC Finance only if the terms offered or fees charged by CNPC
Finance or other relevant transaction conditions are the same or better
than those offered by Third Party Financial Institutions, thus the
transactions with CNPC Finance could lower the costs of the Group;
(2) CNPC Finance is under the supervision of the National Administration of
Financial Regulation as a major domestic non-bank financial
institution, operates under strict observance with the risk controlling
indicators and risk monitoring indicators required by national laws and
regulations and has met the regulatory requirements as determined by
regulatory indicators over the years. According to the < Industry
Statistics of Enterprise Group Finance Companies for 2022 >
( ) published by China National
Association of Finance Companies, the total asset and equity amount of
CNPC Finance ranked the first for 2022. As at 30 June 2023, the cash on
hand and at the People's Bank of China of CNPC Finance was
approximately RMB11.40 billion and the lending to banks
and other financial institutions of
CNPC Finance was approximately RMB236.28 billion, the total assets of
CNPC Finance was approximately RMB632.64 billion. For the six months
ended 30 June 2023, CNPC Finance achieved revenue of approximately
RMB4.74 billion, net interest income of approximately RMB3.35 billion,
profit of approximately RMB3.48 billion and net profit after tax of
approximately RMB3.03 billion, which is in a leading position among
domestic counterparts. As at 30 June 2023, the regulatory indicators of
CNPC Finance met the regulatory requirements prescribed by
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National
Administration of Financial Regulation, the main regulatory indicators
of which are as follows: the capital adequacy ratio of CNPC Finance was
21.90% (the regulatory requirement is (GREATER OR EQUAL)10.5%); the
loan-deposit ratio of CNPC Finance (loan-deposit ratio = loan balance/
the sum of deposit balance and paid-in capital) was 41.25% (the
regulatory requirement is (LESS THAN OR EQUAL)80%); the investment
ratio of CNPC Finance (investment ratio = total investment / net
capital) was 56.79% (the regulatory requirement is (LESS THAN OR
EQUAL)70%); the liquidity ratio of CNPC Finance was 78.06% (the
regulatory requirement is (GREATER OR EQUAL)25%); and the fixed asset
ratio of CNPC Finance (fixed asset ratio = net fixed assets / net
capital) was 0.21% (the regulatory requirement is (LESS THAN OR
EQUAL)20%). Since 2011, CNPC Finance (HK) Limited, a wholly-owned
subsidiary of CNPC Finance, has maintained a credit rating next only to
PRC's sovereign rating or PRC's sovereign rating assigned by an
international rating agency. This is currently the highest credit
rating obtained by domestic financial institutions. In addition, the
Company and CNPC Finance agreed on the relevant risk control measures
in the 2024 Derivatives Framework Agreement to ensure the safety of the
Group's deposits in CNPC Finance. Meanwhile, CNPC Finance shall provide
various information, including various financial indicators (as well as
annual and interim financial reports), semi-annually so that the Group
can monitor the risk and financial conditions of CNPC Finance
continuously. The Company believes that the risk profile of CNPC
Finance is not greater than those of commercial banks in the PRC;
(3) In order to regulate the connected transactions between the Group and
CNPC Finance and to prevent financial risks, the Company adopted the
Risk Management Plan of PetroChina Company Limited for Conducting
Financial Business with China Petroleum Finance Company Limited, which
covers the relevant risk control system and the risk management plan;
(4) In order to ensure the normal operation and management of CNPC Finance,
CNPC has made relevant undertakings, among other things: (a) CNPC has
undertaken not to abuse its rights as a shareholder of CNPC Finance,
interfere in the daily business of CNPC Finance or harm the legitimate
rights and interest of CNPC Finance and its other shareholders in any
way; (b) CNPC has undertaken not to engage in any irregular or improper
connected transactions with CNPC Finance, pursue any connected
transactions superior than those of similar conditions with other
shareholders of CNPC Finance and non-connected persons or obtain any
improper benefits using its influence on the operation and management
of CNPC Finance; and (c) CNPC has undertaken to establish an effective
risk isolation mechanism to prevent the transmission and transfer of
risks among CNPC, CNPC Finance and other connected institutions; and
(5) CNPC has also undertaken to act as the payer of last resort for CNPC
Finance, i.e., CNPC has undertaken that in case of emergency where CNPC
Finance has difficulties making payments, CNPC will increase the
capital of CNPC Finance in accordance with the actual needs for the
purpose of permitting payments to be made, which provides better
security of funds as compared to external banks. As at 31 December
2022, the cash at bank and on hand of CNPC was approximately RMB96.3
billion (excluding the cash at bank and on hand of the Group).
Furthermore, the Company is in a position to benefit from dividends by
virtue of owning 32% shareholding in CNPC Finance.
For the reasons set out above, the Company considers that the 2024 Derivatives
Framework Agreement and the transactions contemplated thereunder are beneficial
to the on-going development of the Group.
The Board (including the independent non-executive Directors) considers that the
2024 Derivatives Framework Agreement and the transactions contemplated
thereunder are in the ordinary and usual course of business of the Group, are on
normal commercial terms or on terms no less favourable than those of Third Party
Financial Institutions, and that the terms and 2024 Annual Cap are fair and
reasonable and in the interests of the Company and all Shareholders as a whole.
5
HKEX LISTING RULES IMPLICATIONS
As at the date of this announcement, CNPC is the controlling shareholder of the
Company and CNPC Finance is a subsidiary of CNPC, and therefore CNPC Finance is
a connected person of the Company under Chapter 14A of the HKEx Listing Rules.
Therefore, the transactions contemplated under the 2024 Derivatives Framework
Agreement constitute continuing connected transactions of the Company under the
HKEx Listing Rules.
Since the highest of the applicable percentage ratios in respect of the 2024
Annual Cap calculated in accordance with the HKEx Listing Rules is more than
0.1% but less than 5%, the 2024 Derivatives Framework Agreement and the
transactions contemplated thereunder are subject to the reporting, announcement
and annual review requirements under Chapter 14A of the HKEx Listing Rules but
are exempted from the circular and independent shareholders' approval
requirements.
BOARD APPROVAL
In view of the positions of Mr. Dai Houliang, Mr. Hou Qijun, Mr. Duan Liangwei,
Mr. Huang Yongzhang, Mr. Ren Lixin, Mr. Xie Jun and Mr. Zhang Daowei in CNPC
and/or its associates, each of them has abstained from voting on the board
resolution approving the 2024 Derivatives Framework Agreement, the transactions
contemplated thereunder and the 2024 Annual Cap.
GENERAL INFORMATION
The Company is a joint stock limited company incorporated on 5 November 1999
under the PRC Company Law as a result of the restructuring of CNPC. The H Shares
and A Shares of the Company are listed on the Hong Kong Stock Exchange and the
Shanghai Stock Exchange, respectively. The Company and its subsidiaries
principally engage in the exploration, development, transmission, production and
sales of crude oil and natural gas, and new energy business; the refining of
crude oil and petroleum products; the production and sales of basic and
derivative chemical products and other chemical products, and new material
business; the marketing and trading business of refined products and non-oil
products; and the transportation and sales of natural gas.
As at the date of this announcement, CNPC Finance is owned as to 40% by CNPC,
32% by the Company and 28% by CNPC Capital Company Limited ( )
and is a connected person of the Company. CNPC holds approximately 77.35%
shares in CNPC Capital Company Limited ( ).
The principal business activities of CNPC Finance include providing
guarantee to members of the CNPC and the Group, providing entrusted loan and
entrusted investment services related to members of the CNPC and the Group, bill
acceptance and discounting for members of the CNPC and the Group, internal fund
transfer and settlement, relevant internal settlement and clearance plans
designing related to members of the CNPC and the Group, taking deposits from
members of the CNPC and the Group, providing loans to members of the CNPC and
the Group, underwriting corporate bonds of members of the CNPC and the Group,
investment in marketable securities, etc.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following terms
shall have the meanings set out below:
"2023 Annual Cap" the annual cap for the amount of the currency derivatives transactions
between CNPC Finance and the Group for the year ended December 31, 2023
under the 2023 Derivatives Framework Agreement
"2023 Derivatives Framework the currency derivatives service framework agreement entered into between
Agreement" the Company and CNPC Finance in respect of currency derivatives
transactions for the year of 2023 on March 29, 2023
6
"2024 Annual Cap" the annual cap for the amount of the currency derivatives transactions
between CNPC Finance and the Group for the year ended December 31, 2024
under the 2024 Derivatives Framework Agreement
"2024 Derivatives Framework the currency derivatives service framework agreement entered into between
Agreement" the Company and CNPC Finance in respect of currency derivatives
transactions for the year of 2024 on December 20, 2023
"A Share(s)" the PRC listed domestic share(s) in the Company's share capital, with a
nominal value of RMB1.00 each, which are listed on the Shanghai Stock
Exchange and traded in RMB
"associate(s)" has the meanings ascribed to it under the HKEx Listing Rules
"Board" the board of Directors of the Company
"CNPC" China National Petroleum Corporation ( ), a
state-owned enterprise incorporated under the laws of the PRC, and the
controlling shareholder of the Company
"CNPC Finance" China Petroleum Finance Company Limited ( ), owned as
to 40% by CNPC, 32% by the Company and 28% by CNPC Capital Company Limited
( ) respectively as at the date of this
announcement, and for the purpose of this announcement, unless otherwise
specified, shall include its subsidiaries
"Company" PetroChina Company Limited, a joint stock company limited by shares
incorporated in the PRC on 5 November 1999 under the laws of the PRC, the
H shares and A shares of which are listed on the Hong
Kong Stock Exchange and the Shanghai Stock Exchange,
respectively
"connected person(s)" has the meanings ascribed to it under the HKEx Listing Rules
"controlling shareholder(s)" has the meanings ascribed to it under the HKEx Listing Rules
"Director(s)" director(s) of the Company
"EUR" Euro, the legal currency of the European Union
"GBP" Great Britain pound, the legal currency of the United Kingdom
"Group" the Company and its subsidiaries
"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 Hong Kong Stock
Exchange and traded in Hong Kong dollars
"HKEx Listing Rules" the Rules Governing the Listing of Securities on the Hong Kong Stock
Exchange
"Hong Kong" Hong Kong Special Administrative Region of the PRC
7
"Hong Kong Stock The Stock Exchange of Hong Kong Limited
Exchange"
"PRC" or "China" the People's Republic of China
"RMB" Renminbi, the legal currency of the PRC
"Shareholder(s)" holder(s) of shares of the Company
"subsidiary(ies)" has the meanings ascribed to it under the HKEx Listing Rules
"US$" or "USD" US dollar, the legal currency of the United States
By order of the Board
PETROCHINA COMPANY LIMITED
Company Secretary
WANG HUA
Beijing, the PRC
December 20, 2023
As at the date of this announcement, the Board comprises Mr. Dai Houliang as
Chairman; Mr. Hou Qijun as Vice Chairman and non-executive Director; Mr. Duan
Liangwei and Mr. Xie Jun as non-executive Directors; Mr. Huang Yongzhang, Mr.
Ren Lixin and Mr. Zhang Daowei as executive Directors; and Mr. Cai Jinyong, Mr.
Jiang, Simon X., Mr. Zhang Laibin, Ms. Hung Lo Shan Lusan and Mr. Ho Kevin King
Lun as independent non-executive Directors.
8
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