PDF《中国石油天然气股份有限公司》

If you are in any doubt as to any aspect of this circular, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your Shares in PetroChina Company Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or to the bank, stockbroker, licensed securities dealer or other agent through whom the sale was effected for delivery to the purchaser. Hong Kong Exchange and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, 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 document. 中国石油天然气股份有限公司PETROCHINA COMPANY LIMITED (a joint stock limited company incorporated in the People'

s Republic of China with limited liability) (Stock Code: 857) PROPOSED ELECTION AND APPOINTMENT OF DIRECTORS PROVISION OF GUARANTEE FOR SUBSIDIARIES AND AFFILIATED COMPANIES AND RELEVANT AUTHORIZATION TO THE BOARD GENERAL MANDATE TO ISSUE BONDS GENERAL MANDATE TO ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING IMPORTANT NOTICE: PLEASE NOTE THAT THE SOLE PURPOSE OF DISTRIBUTING THIS CIRCULAR IS TO PROVIDE THE SHAREHOLDERS OF PETROCHINA COMPANY LIMITED WITH INFORMATION REGARDING THE PROPOSED ELECTION AND APPOINTMENT OF DIRECTORS, THE PROVISION OF GUARANTEE FOR SUBSIDIARIES AND AFFILIATED COMPANIES AND RELEVANT AUTHORIZATION TO THE BOARD (AS DEFINED BELOW), THE BOND ISSUE MANDATE (AS DEFINED BELOW) AND THE SHARE ISSUE MANDATE (AS DEFINED BELOW), SO THAT THE SHAREHOLDERS OF PETROCHINA COMPANY LIMITED MAY MAKE AN INFORMED DECISION ON VOTING IN RESPECT OF THE RESOLUTIONS TO BE PROPOSED AT THE ANNUAL GENERAL MEETING. A notice convening the annual general meeting to be held at V-Continent Wuzhou Hotel, No. 8, North 4th Circle, Middle Road, Chaoyang District, Beijing, the PRC on Thursday,

13 June

2019 at

9 a.m. is set out on pages

12 to

16 of this circular. A form of proxy for use in connection with the AGM is enclosed herewith. Whether or not you are able to attend the AGM, please complete and return the proxy form accompanying this circular in accordance with the instructions printed thereon, as soon as possible and in any event not less than

24 hours before the time appointed for the holding of the AGM (i.e., by not later than 9:00 a.m., on Wednesday,

12 June 2019). Completion and return of the proxy form will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish. ― i ― Page DEFINITIONS

1 LETTER FROM THE BOARD

3 INTRODUCTION

3 PROPOSED ELECTION AND APPOINTMENT OF DIRECTORS

4 PROVISION OF GUARANTEE FOR SUBSIDIARIES AND AFFILIATED COMPANIES ? AND RELEVANT AUTHORIZATION TO THE BOARD

5 GENERAL MANDATE TO ISSUE BONDS

9 GENERAL MANDATE TO ISSUE SHARES

9 ANNUAL GENERAL MEETING

10 RECOMMENDATIONS

11 VOTES TO BE TAKEN BY POLL

11 NOTICE OF ANNUAL GENERAL MEETING

12 ―

1 ― In this circular, unless the context requires otherwise, the following expressions have the following meanings: 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 AGM the annual general meeting of the Company to be held at V-Continent Wuzhou Hotel, No. 8, North 4th Circle, Middle Road, Chaoyang District, Beijing, the PRC on Thursday,

13 June

2019 at

9 a.m. AGM Notice the notice of the AGM as set out on pages

12 to

16 of this circular Articles of Association the articles of association of the Company A Share(s) the domestic shares issued by the Company to domestic investors and denominated in Renminbi Board the board of Directors of the Company CNPC China National Petroleum Corporation, the controlling Shareholder of the Company, which holds 81.03% equity interests in the Company as of the date of this circular Company or the Company PetroChina Company Limited (中国石油天然气股份有限公司), 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 of which are listed on the Shanghai Stock Exchange Director(s) the director(s) of the Company Group the Company and its subsidiaries Hong Kong the Hong Kong Special Administrative Region of the PRC Hong Kong Listing Rules the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited 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) ―

2 ― PRC or China the People'

s Republic of China excluding, for the purpose of this circular, Hong Kong, the Macau Special Administrative Region and Taiwan RMB Renminbi yuan, the lawful currency of the PRC Shanghai Listing Rules the Rules Governing the Listing of Securities on Shanghai Stock Exchange Share(s) shares of the Company, including the A Share(s) and the H Share(s) Shareholder(s) holder(s) of Shares of the Company Stock Exchange The Stock Exchange of Hong Kong Limited ―

3 ― 中国石油天然气股份有限公司PETROCHINA COMPANY LIMITED (a joint stock limited company incorporated in the People'

s Republic of China with limited liability) (Stock Code: 857) Board of Directors: Wang Yilin (Chairman) Liu Yuezhen Liu Hongbin Duan Liangwei Hou Qijun Lin Boqiang* Zhang Biyi* Elsie Leung Oi-sie* Tokuchi Tatsuhito* Simon Henry* Legal Address: World Tower

16 Andelu Dongcheng District Beijing

100011 PRC Office Address:

9 Dongzhimen North Street Dongcheng District Beijing

100007 PRC * Independent non-executive Directors

26 April

2019 To the Shareholders Dear Sirs, PROPOSED ELECTION AND APPOINTMENT OF DIRECTORS PROVISION OF GUARANTEE FOR SUBSIDIARIES AND AFFILIATED COMPANIES AND RELEVANT AUTHORIZATION TO THE BOARD GENERAL MANDATE TO ISSUE BONDS GENERAL MANDATE TO ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING INTRODUCTION The purpose of this circular is to provide you with information regarding the proposed election and appointment of Directors, the Provision of Guarantee for Subsidiaries and Affiliated Companies and Relevant Authorization to the Board (as defined below), the Bond Issue Mandate (as defined below) and the Share Issue Mandate (as defined below) in order to allow you to make an informed decision on voting in respect of the resolutions to be proposed at the AGM. ―

4 ― PROPOSED ELECTION AND APPOINTMENT OF DIRECTORS The Board proposes to appoint Mr. Zhang Wei ( Mr. Zhang ) and Mr. Jiao Fangzheng ( Mr. Jiao ) to be Directors. The biographical details of Mr. Zhang and Mr. Jiao are set out below: Zhang Wei, aged 50, is currently a director, president and deputy secretary of the party committee of CNPC. Mr. Zhang is a senior economist, holds a master degree, and has nearly

25 years of working experience in energy and chemical industry. Mr. Zhang worked as vice president of Sinofert Co., Ltd. from January 2002, vice president of Sinochem International Industries Co., Ltd. from June 2005, president of Total-Sinochem Oil Co., Ltd. from December 2005, executive vice president of China National Seed Group Co., Ltd. from August 2007, president of China National Seeds Group Co., Ltd. from December 2007, secretary of the party committee and president of China National Seeds Group Co., Ltd. from May 2008, assistant president of Sinochem Group Co., Ltd. and Sinochem Corporation from September 2009, a member of the party committee and vice president of Sinochem Group Co., Ltd. from December 2011, concurrently as vice president of Sinochem Corporation from April 2012, concurrently as president and director of Sinochem Corporation from January 2015, a director, president and deputy secretary of the party committee of Sinochem Group Co., Ltd. from November 2016, chairman of the board and non-executive director of Sinofert Holdings Limited (a company listed on the Stock Exchange with stock code: 297) from December 2016, and the chairman of the board of Sinochem International Corporation (a company listed on the Shanghai Stock Exchange with stock code: 600500) from June 2018. Mr. Zhang worked as director, president and deputy secretary of the party committee of CNPC from December 2018. Jiao Fangzheng, aged 56, is currently a member of the party committee and vice president of CNPC. Mr. Jiao is a senior engineer, holds a doctor degree, and has nearly

35 years of working experience in China'

s petroleum and petrochemical industry. Mr. Jiao served as the chief geologist in Zhongyuan Petroleum Exploration Administration of China Petrochemical Corporation ( Sinopec Group ) from January 1999, vice president and chief geologist of Sinopec Zhongyuan Oilfield Company, a branch of China Petroleum &

Chemical Corporation ( Sinopec Corp. ), from February 2000, vice president and member of the party committee of Sinopec Petroleum Exploration &

Development Research Institute from July 2000, deputy director-general of exploration &

production department from March 2001, president and deputy secretary of the party committee of Northwest Petroleum Administration of Sinopec Group and President of Sinopec Northwest Oilfield Company from June 2004, vice president of Sinopec Corp. (a company listed on the Stock Exchange with stock code: 386, listed on the Shanghai Stock Exchange with stock code: 600028, American Depositary Receipt code: SNP and Global Depositary Receipt code: SNP) from October 2006, concurrently as director-general of Sinopec Petroleum exploration &

production department from July 2010, a member of the party committee and vice president of Sinopec Group from July 2014, chairman of the board of Sinopec Oilfield Service Corporation (a company listed on the Stock Exchange with stock code: 1033, listed on the Shanghai Stock Exchange with stock code: 600871) from September 2014, and the director of ........