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    857   CNE1000003W8

PETROCHINA COMPANY LIMITED

(857)
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PetroChina : Resolutions Passed at the Annual General Meeting for the Year 2020 Payment of the Final Dividends

06/10/2021 | 07:10am EDT

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.

中國石油天然氣股份有限公司

PETROCHINA COMPANY LIMITED

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 857)

RESOLUTIONS PASSED AT THE ANNUAL GENERAL MEETING FOR THE YEAR 2020

PAYMENT OF THE FINAL DIVIDENDS

The board of directors (the "Board") of PetroChina Company Limited (the "Company") is pleased to announce that the annual general meeting of the Company for the year 2020 (the "AGM") was held in Beijing at 9 a.m. on 10 June 2021 and the resolutions set out below were duly passed.

The Board also wishes to notify the shareholders of the Company (the "Shareholders") of details relating to the payment of the final dividends for the year ended 31 December 2020.

Resolutions Passed at the Annual General Meeting for the Year 2020

We refer to the notice of the AGM of the Company dated 20 April 2021 (the "Notice") and the circular of the Company dated 20 April 2021 in relation to the AGM (the "Circular"). Unless otherwise defined herein, terms used in this announcement shall have the same meanings as defined in the Circular.

The Board is pleased to announce that the AGM was held at V-Continent Wuzhou Hotel, No. 8, North 4th Circle, Middle Road, Chaoyang District, Beijing, the PRC at 9 a.m. on 10 June 2021 by way of physical meeting.

The meeting was convened by the Board, and was chaired by Mr. Dai Houliang, Chairman of the Board. Some of the Directors and Supervisors, as well as secretary to the Board, attended the AGM. Other relevant members of the senior management were also present at the AGM. The AGM was legally and validly convened in compliance with the requirements of the Company Law of the PRC and the Articles of Association.

At the AGM, the following resolutions were considered and approved by way of poll, and the poll results of the votes are as follows:

1

Resolutions

For

Against

Abstain

Number of votes

Percentage

Number of votes

Percentage

Number of votes

Percentage

cast

(%)

cast

(%)

cast

(%)

1.

To consider and

155,092,180,438

99.867721

204,113,959

0.131434

1,312,600

0.000845

approve the report of

the board of directors

of the Company for

the year 2020.

2.

To consider and

155,117,425,138

99.883976

178,397,559

0.114875

1,784,300

0.001149

approve the report of

the supervisory

committee of the

Company for the year

2020.

3.

To consider and

154,936,516,467

99.767485

359,932,230

0.231769

1,158,300

0.000746

approve the financial

report of the

Company for the year

2020.

4.

To consider and

155,267,344,197

99.980513

29,507,000

0.019000

755,800

0.000487

approve the

declaration and

payment of the final

dividends for the year

ended 31 December

2020 in the amount

and in the manner

recommended by the

Board.

5.

To consider and

155,267,259,597

99.980459

29,473,600

0.018978

873,800

0.000563

approve the

authorisation of the

Board to determine

the distribution of

interim dividends for

the year 2021.

6.

To consider and

155,126,042,425

99.889525

170,085,072

0.109522

1,479,500

0.000953

approve the

appointment of

PricewaterhouseCoop

ers Zhong Tian LLP

and

PricewaterhouseCoop

ers as the domestic

and international

auditors of the

Company for the year

2021 and to authorise

the Board to

determine their

remuneration.

2

7.

To consider and

151,337,065,940

97.449709

3,958,684,457

2.549095

1,856,600

0.001196

approve the

guarantees to be

provided to the

subsidiaries and

affiliated companies

of the Company and

relevant authorization

to the Board.

8.

To consider and

155,289,508,397

99.994785

6,401,200

0.004122

1,697,400

0.001093

approve, by way of

special resolution, to

unconditionally grant

a general mandate to

the Board to

determine and deal

with the issue of debt

financing instruments

of the Company with

an outstanding

balance amount of up

to RMB100 billion

(the foreign currency

equivalent calculated

by using the middle

exchange rate

announced by the

People's Bank of

China on the date of

issue) and determine

the terms and

conditions of such

issue.

As the above resolutions numbered 1 to 7 were passed by a simple majority, these resolutions were duly passed as ordinary resolutions. As the above resolution numbered 8 was passed by two-thirds majority, the resolution was duly passed as a special resolution.

As at the date of the AGM:

  1. The issued share capital of the Company and total number of Shares entitling the holders to attend and vote for or against the resolutions set out in 1 to 8 above at the AGM: 183,020,977,818 Shares comprising 161,922,077,818 A Shares and 21,098,900,000 H Shares.
  2. Information on the Shareholders and proxies who attended and voted at the AGM is as follows:

3

Number of Shareholders or proxies who attended

166

and voted at the AGM

Total number of voting shares of the Company

155,297,606,997

held by such attending Shareholders or proxies

of which: A Shares

148,405,491,492

H Shares

6,892,115,505

Percentage of such voting shares of the Company

84.852354

held by such attending Shareholders or proxies, as

compared with the total number of voting shares

of the Company (%)

of which: A Shares (%)

81.086602

H Shares (%)

3.765752

  1. There were no Shares of the Company entitling the holders to attend and vote only against the resolutions at the AGM.
  2. The poll results were subject to scrutiny by Xiong Xiaotong and Fan Kun, representatives of holders of A Shares, Lu Yaozhong, Supervisor of the Company, Gao Yimin of King & Wood Mallesons and Wang Mengtao of Computershare Hong Kong Investor Services Limited. Computershare Hong Kong Investor Services Limited acted as the scrutineer for the vote-counting.

Payment of the Final Dividends

The Board also wishes to notify Shareholders the details of the payment of the final dividends for the year ended 31 December 2020 are as follows:

The Company will pay final dividends of RMB0.08742 per Share (inclusive of applicable tax) for the year ended 31 December 2020. The payment shall be made to Shareholders whose names appeared on the register of members of the Company at close of business on 28 June 2021 (the "Record Date"). According to the Articles of Association, dividends payable to the Shareholders shall be declared in Renminbi, and dividends payable to holders of A Shares shall be paid in Renminbi, and for the A Shares of the Company listed on the Shanghai Stock Exchange and invested by the investors through the Stock Exchange of Hong Kong Limited ("Hong Kong Stock Exchange"), dividends shall be paid in Renminbi to the accounts of the nominal shareholders through China Securities Depository and Clearing Corporation Limited ("CSDC"). Save for the H Shares of the Company listed on the Hong Kong Stock Exchange and invested by the investors through the Shanghai Stock Exchange (the "H Shares under the Southbound Trading Link"), dividends payable to the holders of H Shares shall be paid in Hong Kong Dollars. Dividends payable to the holders of H Shares under the Southbound Trading Link shall be paid in Renminbi. In accordance with the Agreement on Payment of Cash Dividends on the H Shares under the Southbound Trading Link between the Company and CSDC, CSDC will receive the dividends payable by the Company to holders of the H Shares under the Southbound Trading Link as a nominal holder of the H Shares under the Southbound Trading Link on behalf of investors and assist the payment of dividends on the H Shares under the Southbound Trading Link to investors thereof. The following formula shall apply for the purpose of calculating the Hong Kong dollar equivalent of the amount of final dividends payable per H Share:

4

Conversation amount

for final dividends

Final dividends per Share in Renminbi

per Share

(Renminbi to Hong =

Average of the middle exchange rates for Renminbi

Kong dollars)

to Hong Kong dollar as announced by the People's

Bank of China for the week immediately prior to 10

June 2021

The average of the middle exchange rates for Renminbi to Hong Kong dollar as announced by the People's Bank of China for the week immediately prior to 10 June 2021, that is the date of the AGM at which the final dividends is declared, is RMB0.82416 to HK$1.00. Accordingly, the amount of final dividends payable per H Share is HK$0.10607.

According to the Law on Corporate Income Tax of the People's Republic of China and the relevant implementing rules which came into effect on 1 January 2008, amended on 24 February 2017 and 29 December 2018, the Company is required to withhold corporate income tax at the rate of 10% before distributing dividends to non-resident enterprise Shareholders whose names appear on the register of members of H Shares of the Company. Any H Shares registered in the name of non-individual Shareholders, including HKSCC Nominees Limited, other nominees, trustees or other groups and organizations will be treated as being held by non-resident enterprise Shareholders and therefore will be subject to the withholding of the corporate income tax. Should any holder of H Shares wish to change their Shareholder status, please consult their agent or trust institution over the relevant procedures. The Company will withhold payment of the corporate income tax strictly in accordance with the relevant laws or requirements of the relevant governmental departments and strictly based on the information registered on the Company's H share register of members on 28 June 2021.

According to the Notice on Issues Concerning the Collection and Management of Individual Income Tax after the Abolition of Guo Shui Fa [1993] No. 045 (《關於國 稅發[1993]045 號文件廢止後有關個人所得稅征管問題的通知》promulgated by the State General Administration of Taxation of the PRC (Guo Shui Han [2011] No.348) (國家稅務總局國稅函[2011]348 ), the Company is required to withhold and pay the individual income tax for its individual H Shareholders ("Individual H Shareholders") and the Individual H Shareholders are entitled to certain tax preferential treatments according to the tax agreements between those countries where the Individual H Shareholders are residents and China and the provisions in respect of tax arrangements between the mainland China and Hong Kong (Macau). The Company would withhold and pay the individual income tax at the tax rate of 10% on behalf of the Individual H Shareholders who are Hong Kong residents, Macau residents or residents of those countries having agreements with China for individual income tax rate in respect of dividend of 10%. For Individual H Shareholders who are residents of those countries having agreements with China for individual income tax rates in respect of dividend of lower than 10%, the Company would make applications on their behalf to seek entitlement of the relevant agreed preferential treatments pursuant to the circular of State Administration of Taxation on Issuing Administrative Measures on Preferential Treatment Entitled by Non-residents

5

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

PetroChina Company Ltd. published this content on 10 June 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 June 2021 11:09:07 UTC.


© Publicnow 2021
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