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
September 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 ☒ Form 40-F ☐
EXHIBITS
Exhibit Number |
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99.1 |
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Circular of the 2023 First Extraordinary General Meeting (EGM); |
99.2 |
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Notice of the EGM; |
99.3 |
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Notice to Non-registered Shareholders and Request Form. |
99.4 |
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Notice to Registered Shareholders and Request Form |
99.5 |
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Proxy Form |
99.6 |
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Reply slip |
FORWARD-LOOKING STATEMENTS
This announcement
contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements reflect our current views with respect
to future events and are not a guarantee of future performance. Actual results may differ materially from information contained in these
forward-looking statements as a result of a number of factors.
We do not intend to
update or otherwise revise the forward-looking statements in this announcement, whether as a result of new information, future events
or otherwise. Because of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this announcement
might not occur in the way we expect, or at all.
You should not place
undue reliance on any of these forward-looking statements.
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: September 21, 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 |
If you are in any doubt as to any aspect of this circular or as to the action to
be taken, you should consult your stockbroker or other registered dealer in
securities, 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 proxy form 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 circular, 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 circular.
PETROCHINA COMPANY LIMITED
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 857)
RENEWAL OF CONTINUING CONNECTED TRANSACTIONS WITH CNPC AND CNPC FINANCE IN
RESPECT OF 2024 TO 2026; PROPOSED ELECTION AND APPOINTMENT OF A DIRECTOR;
PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES AND ORGANIZATION OF SUPERVISORY
COMMITTEE; AND
NOTICE OF THE 2023 FIRST EXTRAORDINARY 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 RENEWAL OF CONTINUING CONNECTED TRANSACTIONS IN
RESPECT OF 2024 TO 2026, PROPOSED ELECTION AND APPOINTMENT OF A DIRECTOR AND
PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES AND ORGANIZATION OF SUPERVISORY
COMMITTEE, 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
2023 FIRST EXTRAORDINARY GENERAL MEETING.
A notice convening the EGM to be held at V-Continent Wuzhou Hotel, No. 8 North
4th Circle Middle Road, Chaoyang District, Beijing, the PRC on Thursday, 9
November 2023 at 9 a.m. is set out on pages 132 to 135 of this circular. The
proxy form for use in connection with the EGM is enclosed herewith. Whether or
not you are able to attend the EGM, 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 EGM (i.e., by not later than 9:00 a.m., on
Wednesday, 8 November 2023). Completion and return of the proxy form will not
preclude you from attending and voting in person at the EGM or any adjourned
meetings should you so wish.
20 September 2023
Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
LETTER FROM THE BOARD . . . . . . . . . . . . . . 7
1. RENEWAL OF CONTINUING CONNECTED TRANSACTIONS
WITH CNPC IN RESPECT OF 2024 TO 2026 . . . . . . . . . 8
2. RENEWAL OF CONTINUING CONNECTED TRANSACTIONS
WITH CNPC FINANCE IN RESPECT OF 2024 TO 2026. . . . . . . . 50
3. THE COMPANY'S INTERNAL CONTROL MEASURES TO
ENSURE THAT THE CONTINUING CONNECTED TRANSACTIONS ARE CONDUCTED IN ACCORDANCE
WITH
THE NEW COMPREHENSIVE AGREEMENT AND
FINANCIAL SERVICES AGREEMENT . . . . . . . . .. . 60
4. GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . 63
5. INDEPENDENT SHAREHOLDERS' APPROVAL. . . . . 64
6. PROPOSED ELECTION AND APPOINTMENT OF A DIRECTOR . . . . 64
7. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES AND
ORGANIZATION OF SUPERVISORY COMMITTEE 65
8. THE EGM. . . . . . . . . . . .. . . . . . . . . . . . . . . 78
9. VOTES TO BE TAKEN BY POLL . . . . . . . 79
10. RECOMMENDATIONS . . . . . . . . . . . . . . . 79
11. MISCELLANEOUS. . . . . . . . .. . . . . . . . . . . 80
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . 81
LETTER FROM ICBC INTERNATIONAL . . . . . . . . . . . . . . . . . . . 83
APPENDIX -- STATUTORY AND GENERAL INFORMATION . . . . . .. . . . 126
NOTICE OF THE 2023 FIRST EXTRAORDINARY GENERAL MEETING . . . . . . . . 132
- i -
In this circular, unless the context requires otherwise, the following
expressions have the following meanings:
"2017 Buildings Leasing Contract" the buildings leasing
contract entered into between the Company and CNPC on 24
August 2017
"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
"Amended Buildings Leasing Contract" the amended buildings
leasing contract entered into between the Company and CNPC
on 25 August 2011
"Articles of Association" the articles of association of the Company
"associate(s)" has the meanings ascribed to it under the HKEx Listing Rules
"Board" the board of Directors of the Company
"Buildings Leasing Contract" the buildings leasing contract
dated 10 March 2000 entered into between the Company and
CNPC pursuant to which CNPC has leased to the Group
buildings located throughout the PRC for the use by the
Group for its business operation including the exploration,
development and production for a term of 20 years, as
amended by a supplemental agreement dated 26 September 2002
"CNPC" China National Petroleum Corporation (), a
state-owned enterprise incorporated under the laws of the
PRC, and the controlling shareholder of the Company, and for
the purpose of this circular, unless otherwise specified,
shall include other subsidiaries and units of CNPC
(including subsidiaries, branches and relevant units) other
than the Group
- 1 -
"CNPC Finance" China Petroleum Finance Company Limit, owned
as to 40% by CNPC, 32% by the Company and 28% by CNPC
Capital Company Limited respectively as at the Latest
Practicable Date, and for the purpose of this circular,
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
"Comprehensive Agreement" the comprehensive products and
services agreement dated 27 August 2020 entered into between
CNPC and the Company regarding the provision by the Group to
CNPC/Jointly-held Entities and by CNPC/Jointly-held Entities
to the Group, of a range of products and services from time
to time, coming into effect on 1 January 2021 and effective
for 3 years
"connected person(s)" has the meanings ascribed to it under the HKEx Listing
Rules
"Continuing Connected Transactions"
Continuing Connected Transactions with CNPC and Continuing Connected
Transactions with CNPC Finance
"Continuing Connected Transactions with CNPC" the continuing
connected transactions which have been and will continue to
be entered into between the Group and CNPC/Jointly-held
Entities, details of which are set out in the letter from
the Board of this circular. For the avoidance of doubt, the
Continuing Connected Transactions with CNPC do not include
the continuing connected transactions between the Group and
CNPC Finance as the Company and CNPC Finance have entered
into the Financial Services Agreement in relation to the
financial services between the Group and CNPC Finance
- 2 -
"Continuing Connected Transactions with CNPC Finance" the
continuing connected transactions which have been and will
continue to be entered into between the Group and CNPC
Finance, details of which are set out in the letter from the
Board of this circular
"controlling shareholder(s)" has the meanings ascribed to it
under the HKEx Listing Rules
"Director(s)" the director(s) of the Company
"EGM" or "Extraordinary General Meeting" an extraordinary
general meeting of the Company to be held at V-Continent
Wuzhou Hotel, No. 8 North 4th Circle Middle Road, Chaoyang
District, Beijing, PRC at 9 a.m. on 9 November 2023
"Financial Services Agreement" the financial services
agreement dated 30 August 2023 entered into between the
Company and CNPC Finance regarding the provision of certain
financial services by CNPC Finance to the Group, coming into
effect on 1 January 2024 and effective for 3 years
"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" the Hong Kong Special Administrative Region of
the PRC "Hong Kong Stock Exchange" The Stock Exchange of
Hong Kong Limited
- 3 -
"Independent Board Committee" the independent committee of the Board, comprising Mr.
Cai Jinyong, Mr. Jiang, Simon X., Mr. Zhang Laibin, Ms. Hung Lo Shan Lusan and
Mr. Ho Kevin King Lun, the independent non-executive Directors, formed for the
purpose of reviewing and advising the Independent Shareholders in respect of the
New Comprehensive Agreement, the Financial Services Agreement, the Non-Exempt
Continuing Connected Transactions and the relevant proposed annual caps
"Independent Financial Advisor" or "ICBC International"
ICBC International Capital Limited (), a licensed corporation carrying out Type
1 (dealing in securities), Type 4 (advising on securities) and Type 6 (advising
on corporate finance) regulated activities under the SFO, and the independent
financial advisor appointed to advise the Independent Board Committee and the
Independent Shareholders in respect of the terms and the relevant proposed
annual caps in connection with the Non-Exempt Continuing Connected Transactions
"Independent Shareholder(s)" the shareholder(s) of the Company other than CNPC and its
associates
"Jointly-held Entity(ies)" A company(ies) (not including
CNPC Finance) in which the Company and CNPC jointly hold
shares while CNPC and/or its subsidiaries (individually or
together) is/are entitled to exercise, or control the
exercise of, 10% or more of the voting power of the
companies at any general meeting of such company(ies)
"Kunlun Leasing" Kunlun Financial Leasing Co., Ltd., a
company incorporated in the PRC with limited liability,
which is a subsidiary of CNPC
- 4 -
"Land Use Rights Leasing Contract" the land use rights
leasing contract dated 10 March 2000 entered into between
the Company and CNPC pursuant to which CNPC has leased to
the Group parcels of land throughout the PRC in connection
with and for the purpose of all aspects of the operations
and business of the Group for a term of 50 years
"Latest Practicable Date" 15 September 2023, being the
latest practicable date for the purpose of ascertaining
certain information contained in this circular
"New Comprehensive Agreement" the comprehensive products and
services agreement dated 30 August 2023 entered into between
CNPC and the Company regarding the provision by the Group to
CNPC/Jointly-held Entities and by CNPC/Jointly-held Entities
to the Group, of a range of products and services from time
to time, coming into effect on 1 January 2024 and effective
for three years
"Non-Exempt Continuing Connected Transactions" the
Non-Exempt Continuing Connected Transactions with CNPC and
Non-Exempt Continuing Connected Transactions with CNPC
Finance
"Non-Exempt Continuing Connected Transactions with CNPC" the
Continuing Connected Transactions with CNPC under the
categories of 1.2.1(1)(a), 1.2.1(2)(a), 1.2.1(2)(b) and
1.2.1(2)(e)(i), as set out in the section headed "The HKEx
Listing Rules implications regarding the Continuing
Connected Transactions with CNPC" in the letter from the
Board of this circular
"Non-Exempt Continuing Connected Transactions with CNPC
Finance" the Continuing Connected Transactions with CNPC
Finance under the category of 2.2.1(1), as set out in the
section headed "The HKEx Listing Rules implications
regarding the Continuing Connected Transactions with CNPC
Finance" in the letter from the Board of this circular
"PRC" or "China" the People's Republic of China
"RMB" Renminbi, the lawful currency of the PRC
- 5 -
"SFO" Securities and Futures Ordinance (Chapter 571
of the Laws of Hong Kong), as amended from time
to time
"Shanghai Stock Exchange" Shanghai Stock Exchange
"Share(s)" share(s) of the Company, including the A Share(s) and the H Share(s)
"Shareholder(s)" holder(s) of Shares of the Company
"subsidiary(ies)" has the meanings ascribed to it under the HKEx Listing Rules
"substantial shareholder(s)" has the meanings ascribed to it under the HKEx Listing Rules
"Supervisor(s)" the supervisor(s) of the Company
"Supervisory Committee" the supervisory committee of the Company
"Supplemental Agreement to the Land Use Rights Leasing
Contract" the supplemental agreement to the Land Use Rights
Leasing Contract entered into between the Company and CNPC
on 25 August 2011
- 6 -
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
Dai Houliang (Chairman) Hou Qijun (Vice Chairman) Duan Liangwei
Huang Yongzhang
Ren Lixin
Xie Jun
Cai Jinyong*
Jiang, Simon X.* Zhang Laibin*
Hung Lo Shan Lusan* Ho Kevin King Lun*
Legal Address:
16 Andelu
Dongcheng District
Beijing 100011
PRC
Office Address:
PetroChina Building
No. 9 Dongzhimen North Street
Dongcheng District
Beijing 100007
PRC
* Independent non-executive Directors
20 September 2023
To the Shareholders
Dear Sir/Madam,
RENEWAL OF CONTINUING CONNECTED TRANSACTIONS WITH CNPC AND CNPC FINANCE IN
RESPECT OF 2024 TO 2026; PROPOSED ELECTION AND APPOINTMENT OF A DIRECTOR;
PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES AND ORGANIZATION OF SUPERVISORY
COMMITTEE; AND
NOTICE OF THE 2023 FIRST EXTRAORDINARY GENERAL MEETING
- 7 -
Reference is made to the announcements of the Company dated 30 August 2023 in
relation to (1) the renewal of Continuing Connected Transactions in respect of
2024 to 2026, (2) the proposed election and appointment of a director and (3)
the proposed amendments to the rules of procedures and organization of
Supervisory Committee. The purpose of this circular is to provide you with
information in relation to (1) the renewal of Continuing Connected Transactions
in respect of 2024 to 2026, (2) the proposed election and appointment of a
director and (3) the proposed amendments to the rules of procedures and
organization of Supervisory Committee to enable you to make an informed decision
on voting in respect of the resolutions to be proposed at the EGM.
1. RENEWAL OF CONTINUING CONNECTED TRANSACTIONS WITH
CNPC IN RESPECT OF 2024 TO 2026
1.1 Background
Reference is made to the announcement (the "Announcement") of the Company dated
27 August 2020 in respect of, among other things, the renewal of the continuing
connected transactions with CNPC/Jointly-held Entities. At the extraordinary
general meeting of the Company held on 5 November 2020, the Independent
Shareholders approved the continuing connected transactions with
CNPC/Jointly-held Entities and the annual caps for the three years ending 31
December 2023.
In addition to the Comprehensive Agreement, the Company and CNPC also entered
into the Trademark Licensing Contract, the Patent and Know-how Licensing
Contract and the Computer Software Licensing Contract, pursuant to which, CNPC
has granted the Company the exclusive right to use certain trademarks, patents,
know-how and computer software of CNPC at no cost. Furthermore, the Company also
entered into the Contract for the Transfer of Rights under Production Sharing
Contracts with CNPC, pursuant to which, CNPC transferred to the Company relevant
rights and obligations under production sharing contracts entered into with a
number of international oil and natural gas companies, except for the rights and
obligations relating to CNPC's supervisory functions. As each of the applicable
percentage ratios in respect of the Trademark Licensing Contract, the Patent and
Know-how Licensing Contract, the Computer Software Licensing Contract and the
Contract for the Transfer of Rights under Production Sharing Contracts is less
than 0.1%, the above transactions are exempted from the reporting, announcement
and independent shareholders' approval requirements under Chapter 14A of the
HKEx Listing Rules. Please refer to the 2022 annual report of the Company
published on 21 April 2023 for details. The Company also entered into the Land
Use Rights Leasing Contract, the Supplemental Agreement to the Land Use Rights
Leasing Contract and 2017 Buildings Leasing Contract, pursuant to which, CNPC
has leased certain lands and buildings to the Group. Please refer to sections
1.4 and 1.5 for details.
- 8 -
The Company and CNPC entered into (1) the New Comprehensive Agreement and (2) a
confirmation letter to the Land Use Rights Leasing Contract and the 2017
Buildings Leasing Contract on 30 August 2023 to continue the Continuing
Connected Transactions with CNPC after 31 December 2023. The Company will
continue to comply with the provisions of Chapter 14A of the HKEx Listing Rules
in relation to the Continuing Connected Transactions with CNPC including the
reporting, announcement, annual review and independent shareholders' approval
requirements, if applicable.
1.2 The HKEx Listing Rules implications regarding
the Continuing Connected Transactions with CNPC
1.2.1 The Continuing Connected Transactions with
CNPC mainly comprise:
(1) (a) Products and services to be provided by the
Group to CNPC/Jointly-held Entities
(b) Financial services to be provided by the Group
to Jointly-held Entities
(2) (a) Engineering technology services to be
provided by CNPC to the Group
(b) Production services to be provided by CNPC to
the Group
(c) Material supply services to be provided by CNPC
to the Group
(d) Social and living support services to be
provided by CNPC to the Group
(e) Financial services to be provided by CNPC
(excluding CNPC Finance)/Jointly-held Entities to
the Group:
(i) Aggregate of the maximum daily amount of deposits made by the Group with
CNPC (excluding CNPC Finance) and the total amount of interest received in
respect of these deposits
(ii) Insurance, handling fees for entrustment loans, fees and expenses for
settlement services and other intermediary services to be provided by CNPC
(excluding CNPC Finance) to the Group
- 9 -
(i)
(iii) Maximum outstanding daily balance (including the outstanding lease
principal, rents, pre-leasing/leasing interest and other fees) due by the Group
to Kunlun Leasing in respect of the financial leasing services to be provided by
Kunlun Leasing to the Group
(iv) Loans and other financial assistance to be provided by CNPC (excluding CNPC
Finance)/Jointly-held Entities to the Group
(f) Land lease to be provided by CNPC to the Group
(g) Buildings lease to be provided by CNPC to the Group
1.2.2 The implications of the Continuing Connected Transactions with CNPC under
the HKEx Listing Rules are as below:
(1) Under the Rule 14A.90 of the HKEx Listing Rules, 1.2.1(2)(e)(iv) loans and
other financial assistance to be provided by CNPC (excluding CNPC
Finance)/Jointly-held Entities to the Group, being financial assistance provided
by a connected person for the benefit of the listed issuer on normal commercial
terms (or better to the listed issuer) where no security over the assets of the
listed issuer is granted in respect thereof, is fully exempt from shareholders'
approval, annual review and all disclosure requirements set out in Chapter 14A
of the HKEx Listing Rules
(2) Under the Rule 14A.76(2) of the HKEx Listing Rules, the following categories
of Continuing Connected Transactions with CNPC are exempted from the independent
shareholders' approval requirement but are subject to the reporting and
announcement requirements, as each of the applicable percentage ratios under
Rule 14.07 of the HKEx Listing Rules in relation of each of these categories is,
on an annual basis, less than 5%:
1.2.1 (1)(b) Financial services to be provided by the Group to Jointly-held
Entities
1.2.1 (2)(c) Material supply services to be provided by CNPC to the Group
1.2.1 (2)(d) Social and living support services to be provided by CNPC to the
Group
- 10 -
1.2.1 (2)(e)(ii) Insurance, handling fees for entrustment loans, fees and
expenses for settlement services and other intermediary services provided by
CNPC (excluding CNPC Finance) to the Group
1.2.1 (2)(e)(iii) Maximum outstanding daily balance (including the outstanding
lease principal, rents, pre-leasing/leasing interest and other fees) due by the
Group to Kunlun Leasing in respect of the financial leasing services to be
provided by Kunlun Leasing to the Group
1.2.1 (2)(f) Land lease to be provided by CNPC to the Group
1.2.1 (2)(g) Buildings lease to be provided by CNPC to the Group
(3) Under the HKEx Listing Rules, the following transactions are Non-Exempt
Continuing Connected Transactions with CNPC which are subject to the reporting,
announcement and independent shareholders' approval requirements:
1.2.1 (1)(a) Products and services to be provided by the Group to
CNPC/Jointly-held Entities
1.2.1 (2)(a) Engineering technology services to be provided by CNPC to the Group
1.2.1 (2)(b) Production services to be provided by CNPC to the Group
1.2.1 (2)(e)(i) Aggregate of the maximum daily amount of deposits made by the
Group with CNPC (excluding CNPC Finance) and the total amount of interest
received in respect of these deposits when aggregating with the maximum daily
amount of deposits made by the Group with CNPC Finance and the total amount of
interest received in respect of those deposits
- 11 -
1.3 Continuing Connected Transactions with CNPC
under the New Comprehensive Agreement
1.3.1 The New Comprehensive Agreement
The Company and CNPC entered into the Comprehensive Agreement on 27 August 2020,
which was effective from 1 January 2021 and valid for a term of three years, and
will expire on 31 December 2023, for the provisions (1) by the Group to
CNPC/Jointly-held Entities and (2) by CNPC/Jointly-held Entities to the Group,
of a range of products and services which may be required and requested from
time to time by either party and/or its subsidiaries and relevant units
(including their respective subsidiaries, branches and other units). Therefore,
on 30 August 2023, the Company and CNPC entered into the New Comprehensive
Agreement which shall come into effect on 1 January 2024, the principal terms of
which are as follows:
(1) Products and services to be provided by the Group to CNPC/Jointly-held
Entities
(a) Products and services including those relating to crude oil, natural gas,
refined oil products, chemical products, supply of water, supply of electricity,
supply of gas, supply of heating, quantifying and measuring, entrusted operation
and management, material supply and other relevant or similar products and
services as may be requested by CNPC/Jointly-held Entities for its own
consumption, use or sale from time to time; and
(b) Financial services provided by the Group to Jointly-held Entities, including
entrustment loans, guarantees and other financial services.
- 12 -
(a)
(2) Products and services to be provided by CNPC/Jointly-held Entities to the
Group
The products and services to be provided by CNPC/Jointly-held Entities to the
Group are expected to be more numerous, both in terms of quantity and variety,
than those to be provided by the Group to CNPC/Jointly-held Entities. They have
been grouped together and categorized according to the following types of
products and services:
(a) Engineering technology services, including but not limited to exploration
technology service, downhole operation service, oilfield construction service,
refinery construction service, engineering design service and public engineering
services;
(b) Production services, mainly associated with products and services to be
provided, arising from the day-to-day operations of the Group, including but not
limited to crude oil, natural gas, refined oil products, chemical products,
water supply, electricity supply, gas supply, heat supply and communication
services;
(c) Material supply services, mainly involving the agency services on the
procurement of materials, including but not limited to purchase of materials,
quality examination, storage of materials and delivery of materials, which by
virtue of its different nature, are not covered in the engineering technology
services and production services referred to above;
(d) Social and living support services, including but not limited to community
security system services, hospitals, cultural promotional services, staff
canteens, training centers, retirement management and re-employment services,
etc.; and
(e) Financial services, including loans and other financial assistance, deposits
services, insurance, entrustment loans, settlement services, financial leasing
services and other financial services.
- 13 -
(a)
1.3.2 General principles
The New Comprehensive Agreement requires in general
terms that:
(1) the quality of products and services to be provided should be satisfactory
to the recipient;
(2) the price at which such products and services are to be provided must be
fair and reasonable; and
(3) the terms and conditions on which such products and services are to be
provided should be no less favorable than those offered by independent third
parties.
1.3.3 Pricing determination
Pricing principles for the Non-Exempt Continuing
Connected Transactions with CNPC:
(1) Products and services provided by the Group to CNPC/Jointly-held Entities:
pricing principles include government-prescribed pricing plus diversion cost (if
any) and market-oriented pricing;
(2) Engineering technology services provided by CNPC to the Group: pricing
principles include government-prescribed pricing, market-oriented pricing (which
includes tender prices) and agreed contractual price;
(3) Production services provided by CNPC to the Group: pricing principles
include government-prescribed pricing plus diversion cost (if any),
market-oriented pricing, agreed contractual price and the actual cost incurred;
and
(4) Deposit service provided by CNPC to the Group: pricing principles include
government-prescribed pricing and market-oriented pricing.
The New Comprehensive Agreement details specific pricing principles for the
products and services to be provided pursuant to the New Comprehensive
Agreement. The pricing determination of the New Comprehensive Agreement remains
consistent with that of the Comprehensive Agreement. If, for any reason, the
specific pricing
- 14 -
principle for a particular product or service ceases to be
applicable, whether due to a change in circumstances or
otherwise, such product or service must then be provided in
accordance with the following general pricing principles:
(1) government-prescribed price (this applies to products and services such as
refined oil products, natural gas, water supply, electricity supply, gas supply
and heat supply (plus diversion costs in respect of supply of water,
electricity, gas and heat)); or
(2) where there is no government-prescribed price, then according to the
relevant market-oriented prices (at present, this applies to products and
services such as engineering design, project monitoring and management, crude
oil, chemical products, asset leasing, repair of machinery, transportation,
purchase of materials, quantifying and measuring and entrusted operation and
management, etc.); or
(3) where neither (1) nor (2) is applicable, then according to:
(a) the actual cost incurred (at present, this applies to book information and
partial filing storage, maintenance of roads); or
(b) the agreed contractual price, being the actual cost for the provision of
such product or service plus an addition of not more than:
(i) 15% of the cost for certain engineering technology services priced (at
present, this applies to products and services such as geophysical prospecting,
drilling, well cementing, logging, mud logging, well testing, oil testing and
oilfield construction) provided that, such agreed contractual price shall not be
higher than the prices available for the provision of such products and services
in the international market; and
(ii) 3% of the cost for all other types of products and services priced (at
present, this applies to products and services such as downhole operations,
equipment maintenance and repair, equipment antiseptic testing and research,
technical services, communications, firefighting, quality inspection, storage of
materials, delivery of materials and training centers).
- 15 -
As a commitment to the investors, the Company has set caps of profit margin in
light of the prevailing market circumstances as at the time of the Company's
listing, and the caps of profit margin have remained unchanged since then. Based
on the past business performance and with reference to the margin of profit
before tax of the similar business of more than two comparable companies in
market, the Company is of the view that these caps are fair and reasonable and
therefore are still in the interests of the Company and its Shareholders as a
whole in the present circumstances.
In order to ensure the reasonableness and accuracy of the actual cost for the
relevant products and services, the transaction parties under the Company and
CNPC will generally negotiate the cost for the products and services to be
provided in advance. The cost will be determined based on the number of consumed
units and unit price. The number of consumed units will be determined by the
parties according to the cost-efficient level or the average level of similar
projects in history. The unit price will be determined by the parties with
reference to the market-oriented price for cost. Meanwhile, the Company and CNPC
have jointly set up a construction cost center comprised by experienced
technical experts, which is responsible for the formulation of the cost
standards for certain engineering technology services provided by CNPC according
to the above-mentioned mechanism. After the provision of relevant products or
services, the internal auditors of the Group will review the actual cost of
these products or services prepared by CNPC with reference to the negotiation
results prior to the transactions or the cost standards formulated by the
construction cost center. The settlement and payment shall only be made after
the review is approved by the internal auditors.
(4) with regards to certain special products and services, the following pricing
principles are adopted:
(a) for public engineering services (means engineering service in relation to
oil regions, factory roads, municipal facilities, civil construction and public
facilities), in accordance with the set quotas and pricing standards (the quotas
specified by the People's Government of respective provinces, autonomous regions
or municipalities) if the same have been set uniformly by the government; and
via public tendering if no such quotas and pricing standards have been set;
- 16 -
(b) for security system services, the price shall not be more than the Company's
actual expense incurred on security system in 1998. This pricing principles have
been adopted since the listing of the Company, and the Company considered this
pricing principles can control the connected transaction amounts between the
Group and CNPC;
(c) for hospitals and cultural promotional services, reasonably proportioned
between the Company and CNPC with reference to CNPC's actual expenses incurred
on hospitals and cultural promotional service and the share of benefits between
the Company and CNPC in 1998; prices for subsequent periods shall not be more
than the Company's share of expenses as calculated in accordance with the
aforementioned formula in 1998, and shall decrease year by year; and
(d) retirement management and re-employment services, reasonably proportioned
between CNPC and the Company with reference to the cost for such services and
the share of benefits between CNPC and the Company and shall decrease
progressively.
Government-prescribed Price
The definition of "government-prescribed price" refers to the price in respect
of certain category of products or services determined by the laws, regulations,
decisions, orders or policies, etc. enacted by governments of the relevant
countries or regions (including but not limited to the central government,
federal government, provincial government, state or coalition government or any
organization responsible for domestic ruling and foreign affairs in respect to
certain specified territory, irrespective of its name, organization or form) or
other regulatory departments.
- 17 -
The "government-prescribed price" for different products and services is
determined with reference to the following:
Type of product/service with "government-prescribed
prices" Basis for price determination
Refined oil products According to the Notice of the National Development and
Reform Commission on Further Improving the Pricing Mechanism of Refined Oil (Fa
Gai Jia Ge [2016] No. 64) issued by the National Development and Reform
Commission on 13 January 2016, the retail price and wholesale price of gasoline
and diesel, as well as the supply price of gasoline and diesel to special users
such as social wholesale enterprises, railway and transportation, etc., shall be
government-guided prices; the supply price of gasoline and diesel to the
national reserve and Xinjiang Production and Construction Corps shall be
government-prescribed prices. The price of gasoline and diesel shall be adjusted
every ten business days with reference to the changes in the international
market price of crude oil. The National Development and Reform Commission
publishes the maximum retail price in ton of standard gasoline and diesel, and
the supply price of gasoline and diesel to the national reserve and Xinjiang
Production and Construction Corps on its portal website. The provincial price
authorities shall publish the highest wholesale prices and highest retail prices
of gasoline and diesel standard products and non-standard products in their
regions on the designated websites.
- 18 -
Type of product/service with "government-prescribed
prices" Basis for price determination
Natural gas According to the Catalogue of Pricing by the Central Government
(Order No.31 of the National Development and Reform Commission of the People's
Republic of China) issued by the National Development and Reform Commission on
13 March 2020 and effective on 1 May 2020, the city-gate prices of offshore gas,
shale gas, coal-bed gas, coal gas, liquefied natural gas, gas directly supplied
to users, gas purchased and sold through gas storage facilities, gas publicly
traded on the trading platform, and imported natural gas through pipelines put
into operation after 2015, as well as natural gas in provinces with competitive
conditions shall be formed on the market; and the city-gate prices of natural
gas of other domestic onshore pipelines and imported natural gas through
pipelines put into operation before the end of 2014 shall be temporarily
governed by the pricing mechanism currently in force, and be liberalized at
appropriate time and formed on the market depending on the market-oriented
reform progress of natural gas. According to a series of plans for natural gas
price reform gradually released by the National Development and Reform
Commission in recent years, the current pricing mechanism mainly involves
implementing benchmark city-gate price management. The natural gas supply and
demand sides negotiate and determine specific city-gate prices within a range of
20% upward and unlimited downward adjustments based on the benchmark city-gate
prices published by local governments. At the same time, the seasonal price
policies will be carried out to encourage market-oriented trading. Natural gas
production and operation enterprises and users are encouraged to actively enter
and trade on natural gas trading platforms, and the prices of natural gas
publicly traded through trading platforms such as Shanghai and Chongqing
Petroleum and Gas Exchange will be formed by the market.
- 19 -
Type of product/service with "government-prescribed
prices" Basis for price determination
Refinery and chemical facilities construction (including construction and
installation) Prices shall be determined by public invitation to bid according
to the "The Bidding Law of the Peoples' Republic of China".
For the construction phase, prices shall be determined by standards prescribed
by the People's Government of the respective province, autonomous region and
municipalities. For the installation phase, prices shall be determined by
industrial standards.
Water supply According to the Measures for the Administration of Urban Water
Supply Prices issued by the National Development and Reform Commission and the
Ministry of Housing and Urban-Rural Development on 3 August 2021 and effective
on 1 October 2021, urban water supply prices are in principle set by the
government, and the specific pricing power shall be implemented in accordance
with the provisions of the pricing catalogue of local governments.
- 20 -
Type of product/service with "government-prescribed
prices" Basis for price determination
Electricity supply In line with the Electricity Law issued by Standing Committee
of the National People's Congress (Order No. 23 of the President of the People's
Republic of China) on 28 December 1995 and amended respectively on 27 August
2009, 24 April 2015 and 29 December 2018, for the power purchase price of a
power network spanning different provinces, autonomous regions, or
municipalities, as well as in a provincial power network, a proposal shall be
made through consultation by the enterprises engaged in power production and
power network operation, and shall be examined and approved by the pricing
administrative department of the State Council. The on-grid electricity price in
an independent power network shall be negotiated and proposed by the power
production enterprise and the power network operating enterprise and submitted
to the pricing administrative department with management authority for approval.
For the power produced by locally funded power production enterprises, if an
independent power network within different regions of the province is formed or
the power is generated for local use, the price shall be under the control of
the People's Government of the province, autonomous region or municipality.
Gas supply According to the Regulation on the Administration of Urban Gas (PRC
State Council Order No.666) issued by the State Council on 19 October 2010 and
amended on 6 February 2016, the pricing bureau of the People's Government above
the county level could prescribe and adjust the selling price for pipeline gas.
Heat supply Prices for the supply of heat are prescribed by the local
governments.
Save as disclosed above, the macro government-prescribed prices are updated in
accordance with the development of national economy and policies to be issued
from time to time. The prices prescribed by the People's Government of the
- 21 -
respective provinces, autonomous regions and municipalities
are updated from time to time in accordance with the local
actual situations from time to time. The Company has paid
and will continue to pay close attention to the updates of
government-prescribed prices and determine the prices for
relevant products and services accordingly.
The definition of "market-oriented price" refers to the price determined in
accordance with the following order:
(1) with reference to the price charged, by at least two independent third
parties, in areas where such type of product or service is provided and on
normal terms in the area where the product or service of comparable scale is
being provided at that time; or
(2) with reference to the price charged, by at least two independent third
parties, in nearby areas where such type of product or service is provided and
on normal terms in the area or country adjacent to the area where the product or
service of comparable scale is being provided at that time.
According to the regulations for the management of bidding and tendering of the
Company, in terms of the products or services of which the transaction amount
reaches the particular standard prescribed in regulations, the Company shall
obtain the above-mentioned market-oriented prices through tendering and the
final suppliers of products or services are determined based on the price
quotations and other factors including quality of products and services,
specific needs of the transaction parties, technical advantages of the
suppliers, performance capabilities of the suppliers, and qualification and
relevant experience of the suppliers. The operating entities or the tendering
center of the Company is responsible for the preparation of tendering
requirement documents. A tendering committee comprised by both internal and
external randomly picked experts will be established to conduct the tendering
process for each project. If the terms offered by CNPC are considered to be
comparable to or better than other bidders by the tendering committee after
taking into consideration the above-mentioned factors, CNPC will be selected as
the supplier. In terms of the products and services of which the transaction
amount is lower than the particular standard prescribed in the regulations, the
Company shall obtain the above-mentioned market-oriented prices by inviting
suppliers to the competitive negotiations and the final suppliers of products or
services are determined based on the price quotations and other factors
including quality of products and services, specific needs of the transaction
parties,
- 22 -
technical advantages of the suppliers, performance
capabilities of the suppliers, and qualification and
relevant experience of the suppliers. If the terms offered
by CNPC are considered to be comparable to or better than
other suppliers by such department after taking into
consideration the above-mentioned factors, CNPC will be
selected as the supplier upon the final approval by the
management team of the operating entity.
In addition, the New Comprehensive Agreement
specifically stipulates that:
(1) for the financial services provided by the Group:
(a) the pricing of entrusted loans shall be determined based on the Loan Prime
Rate and relevant fee charging standards as promulgated by the People's Bank of
China and with reference to market-oriented price;
(b) the guarantees shall be provided at prices with reference to the
market-oriented price of the same risk category; and
(c) the pricing of other financial services shall be determined based on the
prices prescribed by government authorities including, among other things,
People's Bank of China and the fee charging standards published by the
above-mentioned relevant regulatory authorities and with reference to the
market-oriented price.
(2) for the financial services provided by CNPC/Jointly-held Entities:
(a) the deposit services shall be provided at prices determined in accordance
with the relevant interest rate and fee charging standards as promulgated by the
People's Bank of China. Such prices must also be no less favorable to the Group
than those offered by other independent third parties unless otherwise provided
by laws and regulations;
(b) the loan services shall be provided at prices determined after negotiation
based on the Loan Prime Rate and market conditions. Such prices must also be no
higher than the rate charged by major commercial banks for same type of loans
during the same period under the same conditions;
- 23 -
(c) the guarantees shall be provided at prices with reference to the
market-oriented price of the same risk category; and
(d) the pricing of other financial services shall be determined based on the
prices prescribed by government authorities including, among other things,
People's Bank of China and the fee charging standards published by the
above-mentioned relevant regulatory authorities and with reference to the
market-oriented price.
For the financial leasing services provided by CNPC to the Group, payments due
from the Group shall include rental payable, pre-leasing interest, pre-paid
rents, etc. Rental payable, pre-leasing interest and pre-paid rents shall be
calculated with reference to the lease principal and the leasing interest rate.
Leasing interest rate shall be determined by reference to the Loan Prime Rate as
promulgated by the National Interbank Funding Centre authorized by the People's
Bank of China. The standard of rental payable, pre-leasing interest (if any) and
pre-paid rents (if any) shall be determined on terms no less favorable to the
Group than those offered by other independent third parties.
1.3.4 Coordination of annual demand of products and services
Two months prior to the end of each financial year, both parties are required to
prepare and submit to each other an annual plan detailing the estimated demand
for products and services to be rendered in accordance with the New
Comprehensive Agreement for the forthcoming financial year. Furthermore, one
month prior to the end of each financial year, both parties are required to
prepare and submit to each other a plan of provision of products and services to
each other in accordance with the New Comprehensive Agreement.
1.3.5 Rights and obligations
The Group retains the right to choose to receive products and services, as
contemplated under the New Comprehensive Agreement, from independent third
parties where the terms and conditions such as price or quality of products or
services offered by such independent third parties may be superior to those
offered by CNPC.
- 24 -
In addition, the New Comprehensive Agreement does not require provision of
products and services on an exclusive basis. Each party may provide products and
services to other third parties, subject always to the obligation that each
party must provide those products and services which may be required in
accordance with the New Comprehensive Agreement and the annual plan then in
force.
1.3.6 Term and termination
The New Comprehensive Agreement is valid for three years commencing from 1
January 2024. During the term of the New Comprehensive Agreement, termination of
the individual product and service implementation agreements may be effected
from time to time by the parties to the product and service implementation
agreements providing at least 6 months' written notice of termination in
relation to any one or more categories of products or services. Further, in
respect of any products or services contracted to be provided on or before the
notice of termination, the notice of termination will not affect the completion
of the provision of such products and services.
In the event that the Company is unable to find an alternative product or
service provider (which shall be communicated by the Company to CNPC from time
to time), then unless permitted by the Company in written consent, CNPC must
continue providing such products or services.
- 25 -
1.3.7 Comparison between the New Comprehensive
Agreement and the Comprehensive Agreement
Main revised terms and conditions of the New Comprehensive Agreement in
comparison with the Comprehensive Agreement are as follows:
(1) the pricing basis for entrustment loans and guarantee services provided by
the Group to CNPC/Jointly-held Entities has been updated;
(2) the pricing basis for refinery construction, loan and guarantee services
provided by CNPC to the Group has been updated; and
(3) the financial services provided by CNPC Finance to the Group have been
excluded from the New Comprehensive Agreement and the Company and CNPC Finance
have entered into the Financial Services Agreement in relation to the financial
services between the Group and CNPC Finance. Please refer to the section 2 for
details.
1.4 Land lease provided by CNPC to the Group
The Company entered into the Land Use Rights Leasing Contract with CNPC on 10
March 2000 under which CNPC has leased parcels of land in connection with and
for the purpose of all aspects of the operations and business of the Group
covering an aggregate area of approximately 1.145 billion square meters, located
throughout the PRC, to the Company for a term of 50 years. The Board believes
that a leasing term of 50 years is appropriate for the Land Use Rights Leasing
Contract, since the Company is one of the largest petroleum companies in the
PRC, which principally engages 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, and the relevant land
leases are of material significance of the Group's business. The long stability
of a 50-year tenure may avoid the unnecessary disruption of the Group's
operations and such tenure conforms with normal business practices in the PRC
property market. The total fee payable for the lease of all such property may,
after the expiration of 10 years from the date of the Land Use Rights Leasing
Contract, be adjusted to reflect market conditions prevalent at such time of
adjustment, including current market prices and such other pertinent factors as
may be considered in negotiating and agreeing to any such adjustment by
agreement between the Company and CNPC.
- 26 -
Having regard to the operational need of the Group and changes in the land
markets in the recent years, the Company entered into a supplemental agreement
to the Land Use Rights Leasing Contract with CNPC on 25 August 2011, pursuant to
which the parties reconfirmed the area of the leased land parcels, and the
Company agreed to rent from CNPC parcels of land situated at 16 different
provinces/municipalities with an area of approximately 1.783 billion square
meters. Further, the parties agreed to adjust the total rental payable in
accordance with the reconfirmed area of leased land parcels and the prevailing
situation of the land market, and the adjusted annual rental fee (exclusive of
tax and government charges) of the rented parcels of land shall be not more than
RMB3,892 million. The expiry date of the Supplemental Agreement to the Land Use
Rights Leasing Contract would be the same as the original Land Use Rights
Leasing Contract. The Supplemental Agreement to the Land Use Rights Leasing
Contract took effect from 1 January 2012 upon the approval of the Board. The
Company and CNPC may negotiate to revise the leased area and rental payable
every three years according to the production situation and the market situation
of the Group.
Having regard to the actual operational demand of the Group and changes in the
land market in recent years, the Company and CNPC issued a confirmation letter
to the Land Use Rights Leasing Contract on 27 August 2020, which further
adjusted the area for the leased land parcels and the rental payable. The
Company agreed to rent from CNPC parcels of land with an aggregate area of
approximately 1.142 billion square meters with annual rental payable (exclusive
of tax and government charges) adjusted to approximately RMB5,673.17 million in
accordance with the reconfirmed area of leased land parcels and the current
situation of the land market. The annual rental payable (exclusive of tax and
government charges) per square meter shall be approximately RMB4.97. The Land
Use Rights Leasing Contract and the Supplemental Agreement to the Land Use
Rights Leasing Contract shall remain unchanged, apart from the leased area and
the rental payable. The confirmation letter shall become effective from 1
January 2021.
Having regard to the actual operational demand of the Group and changes in the
land market in recent years, the Company and CNPC issued a confirmation letter
to the Land Use Rights Leasing Contract on 30 August 2023, which further
adjusted the area for the leased land parcels and the rental payable. The
Company agreed to rent from CNPC parcels of land with an aggregate area of
approximately 1.134 billion square meters with annual rental payable (exclusive
of tax and government charges) adjusted to approximately RMB5,724.32 million in
accordance with the reconfirmed area of leased land parcels and the current
situation of the land market. The annual rental payable (exclusive of tax and
government charges) per square meter shall be approximately RMB5.04,
representing an increase of approximately RMB0.07 as compared to the annual
rental payable (exclusive of tax and government charges) per square meter under
the confirmation letter dated 27 August 2020 as
- 27 -
stated above. The Land Use Rights Leasing Contract and the
Supplemental Agreement to the Land Use Rights Leasing
Contract shall remain unchanged, apart from the leased area
and the rental payable. The confirmation letter shall become
effective from 1 January 2024.
Beijing Huayuan Longtai Real Estate and Land Assets Valuation Co., Ltd. (), an
independent valuer, has reviewed the confirmation letter and has confirmed that
the adjusted rentals payable by the Company to CNPC are fair and reasonable and
such rents are not higher than the market level. The date of valuation is 30
June 2023.
As the independent financial advisor opined in their letter when they were
engaged for advising on the renewal of continuing connected transaction of the
Company in August 2011, a lease term of 50 years is essential to the long-term
development of the Group and is in line with normal business practices.
Therefore, the Directors (including independent non-executive Directors) still
consider that a lease term of 50 years is in line with normal business
practices.
1.5 Buildings lease provided by CNPC to the Group
On 24 August 2017, the Company entered into a 2017 Buildings Leasing Contract
with CNPC, pursuant to which (1) the Company and CNPC have agreed that the 2017
Buildings Leasing Contract became effective from 1 January 2018; (2) the Group
agreed to lease from CNPC buildings with an aggregate gross floor area of
approximately 1,153,000 square meters and the annual rents shall be paid by the
Group based on the actual situations and business development demand, but the
annual rental payable shall not exceed the amount of RMB730.00 million. The
Company and CNPC agreed that they may adjust the area of building leased and the
rental payable every three years as appropriate according to the status of the
production and operations of the Group and the prevailing market price, but the
adjusted rental payable shall not exceed the comparable fair market price. The
2017 Buildings Leasing Contract became effective from 1 January 2018 for a term
of 20 years.
The Company and CNPC issued a confirmation letter to the 2017 Buildings Leasing
Contract on 27 August 2020, which further adjusted the gross floor area for the
buildings leased and the rental payable. The Company agreed to rent from CNPC
buildings with an aggregate gross floor area of approximately 1,287,500 square
meters with annual rental payable (exclusive of tax and government charges)
adjusted to approximately RMB713.00 million in accordance with the reconfirmed
gross floor area leased and the current situation of the market. The annual
rental payable (exclusive of tax and government charges) per
- 28 -
square meter shall be approximately RMB553.79. The 2017
Buildings Leasing Contract shall remain unchanged apart from
the gross floor area leased and the rental payable. The
confirmation letter became effective from 1 January 2021.
The Company and CNPC issued a confirmation letter to the 2017 Buildings Leasing
Contract on 30 August 2023, which further adjusted the gross floor area for the
buildings leased and the rental payable. The Company agreed to rent from CNPC
buildings with an aggregate gross floor area of approximately 1,613,100 square
meters with annual rental payable (exclusive of tax and government charges)
adjusted to approximately RMB892.68 million in accordance with the reconfirmed
gross floor area leased and the current situation of the market. The annual
rental payable (exclusive of tax and government charges) per square meter shall
be approximately RMB553.39, representing a decrease of approximately RMB0.40 as
compared to the annual rental payable (exclusive of tax and government charges)
per square meter under the confirmation letter dated 27 August 2020 as stated
above. The 2017 Buildings Leasing Contract shall remain unchanged apart from the
gross floor area leased and the rental payable. The confirmation letter shall
become effective from 1 January 2024.
Beijing Huayuan Longtai Real Estate and Land Assets Valuation Co., Ltd. (), an
independent valuer, has reviewed the confirmation letter and has confirmed that
the adjusted rentals payable by the Company to CNPC are fair and reasonable and
such rentals are not higher than the market level, and the term of 20 years is
in line with the normal business practices. The date of valuation is 30 June
2023.
The Board considered that a leasing term of 20 years for the 2017 Buildings
Leasing Contract was reasonable. The reason is that the Company is one of the
largest petroleum companies in the PRC, which principally engages 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, and the relevant building leases are of material
significant of the Group's business. A long lease term of 20 years can avoid
unnecessary suspension of the business. The Directors (including independent
non-executive Directors) consider that a lease term of 20 years is in line with
normal business practices.
- 29 -
1.6 Historical amounts, historical annual caps, proposed annual caps and
rationale
The Board has considered and proposed that the following proposed maximum values
in respect of the Continuing Connected Transactions with CNPC which will serve
as the annual caps of the relevant transactions below for the period from 1
January 2024 to 31 December 2026:
Transaction categories
Historical amounts
Historical annual caps
Proposed annual caps for 2024 to 2026
Basis of determination of the proposed annual caps
(1) Products and services to be provided by the Group to CNPC/Jointly-held
Entities
(a) Products and services For the two years ended 31 December 2022 and the six
months ended 30 June 2023, approximately RMB69,226 million, RMB82,541 million
and RMB27,371 million, respectively. For the three years ending 31 December
2023, RMB150,000 million, RMB147,200 million and RMB144,600 million,
respectively. For the three years ending 31 December 2026, RMB95,900 million,
RMB102,900 million and RMB104,100 million, respectively. The proposed annual
caps for the products and services to be provided by the Group to
CNPC/Jointly-held Entities have been determined with reference to the historical
transactions and transaction amounts in providing products and services by the
Group to CNPC/Jointly-held Entities; the estimated business development of the
Group; the estimated business development of CNPC; the potential fluctuations in
the prices of crude oil, petrochemical products, natural gas and other oil
products and services both in the international market and in the domestic
market; and quantities of crude oil and natural gas reserves required (by CNPC
as decreed by the government).
The Group is of the view that the proposed adjustment in annual caps is in line
with the estimated development of the business of the Group and CNPC and is
determined based on principles of fairness and reasonableness.
- 30 -
Transaction categories
Historical amounts
Historical annual caps
Proposed annual caps for 2024 to 2026
Basis of determination of the proposed annual caps
The difference between the 2021 and 2022 annual caps and the historical amounts
incurred in 2021 and 2022 and the difference between the proposed annual caps
and the historical amounts incurred in 2021 and 2022 are mainly because both the
Company and CNPC are large enterprises, with a large scale and transaction
volumes. Since the annual caps for the continuing connected transactions are for
three years, it is difficult for the Company to anticipate all the possible
contingencies accurately during the period. As such, the Company makes
sufficient estimations taking into consideration commercially feasible plans
when applying for the proposed annual caps. Main details are as follows: (1)
international trade accounts for a large proportion of this category of
connected transactions, and its uncertainty is much greater than other
businesses; (2) considering that the Group and CNPC and most of their respective
subsidiaries are located in the same region, the Group wishes to supply more
products and services to CNPC in order to save logistic costs and improve
efficiency. However, as markets and needs from CNPC may change and there is
competition from independent third parties on market, products and services
actually provided by the Group to CNPC may be less than anticipated. The Group
has lowered the proposed annual caps based on the actual conditions, expected
changes of the markets in the future and the needs from CNPC.
(b) Financial services For the two years ended 31 December 2022, the Group did
not provide any financial services to the Jointly-held Entities; and for the six
months ended 30 June 2023, approximately RMB61 million. For the three years
ending 31 December 2023, RMB22,000 million, RMB22,000 million and RMB22,000
million, respectively. For the three years ending 31 December 2026, RMB28,100
million, RMB29,500 million and RMB29,400 million, respectively. The proposed
annual caps for the financial services, including entrustment loans, guarantees
and other financial services, to be provided by the Group to the Jointly-held
Entities have been determined with reference to the business development and
financing needs of the Jointly-held Entities, and the acquisition opportunities
which may arise from time to time in the international market. The Group is of
the view that the provision of financial services to the Jointly-held Entities
will enable them to have sufficient funding for future business development and
acquisition.
- 31 -
Transaction categories
Historical amounts
Historical annual caps
Proposed annual caps for 2024 to 2026
Basis of determination of the proposed annual caps
The difference between the 2021 and 2022 annual caps and the historical amounts
incurred in 2021 and 2022 and the difference between the proposed annual caps
and the historical amounts incurred in 2021 and 2022 are mainly because the
Group plans to grasp acquisition opportunities that may emerge on the
international market from time to time. Once it is confirmed that the Group will
proceed with an acquisition, the capital needs can be immense. Accordingly, the
Group makes sufficient estimations taking into consideration commercially
feasible plans when applying for the proposed annual caps. In addition,
Jointly-held Entities involve a number of potential business opportunities, the
amount of which are usually relatively huge. However, there are uncertainty in
the security terms and arrangement in individual transactions. To ensure the
normal business operation of the Jointly-held Entities, the Company include all
possible transactions when determining annual caps. Main details are as follows:
(1) capital needs of Jointly-held Entities for acquisition may be obtained from
other sources, therefore, the Group may not actually be required to provide
financial services to these Jointly held Entities; (2) acquisition targets that
emerge on the market may not be able to meet the acquisition expectations of the
Jointly-held Entities. Furthermore, with the continuing development of the
business of the Jointly-held Entities, the Group expected that the amount of
entrusted loans and guarantees to be provided by the Group will increase, thus
the proposed annual caps has correspondingly increased.
- 32 -
Transaction categories
Historical amounts
Historical annual caps
Proposed annual caps for 2024 to 2026
Basis of determination of the proposed annual caps
(2) Products and services to be provided by CNPC/Jointly-held Entities to the
Group
(a) Engineering technology services For the two years ended 31 December 2022 and
the six months ended 30 June 2023, approximately RMB162,776 million, RMB171,158
million and RMB54,123 million, respectively. For the three years ending 31
December 2023, RMB198,200 million, RMB197,500 million and RMB197,000 million,
respectively. For the three years ending 31 December 2026, RMB236,400 million,
RMB250,000 million and RMB256,800 million, respectively. The proposed annual
caps for the provision of engineering technology services have been determined
with reference to the completed transactions and transaction amounts for the
engineering technology services provided by CNPC to the Group and the estimated
business development of the Group.
The Group has obtained engineering technology services from CNPC in the ordinary
course of business, and as one of the most experienced companies in the world,
the engineering technology services CNPC provided to the Group are quality
services. CNPC is also one of the few companies in the PRC which can provide
quality petroleum and petrochemical related engineering technology services.
The Group is of the view that the proposed adjustment in annual caps is in line
with the estimated development of the business of the Group and is determined
based on principles of fairness and reasonableness.
- 33 -
Transaction categories
Historical amounts
Historical annual caps
Proposed annual caps for 2024 to 2026
Basis of determination of the proposed annual caps
The difference between the 2021 and 2022 annual caps and the historical amounts
incurred in 2021 and 2022 and the difference between the proposed annual caps
and the historical amounts incurred in 2021 and 2022 are mainly because (1) both
the Company and CNPC are large enterprises, with a large scale and transaction
volumes. Since the proposed annual caps for the continuing connected
transactions are for three years, it is difficult for the Company to anticipate
all the possible contingencies accurately during the period. Accordingly, the
Company makes sufficient estimations taking into consideration commercially
feasible plans and the Group's needs for production and operation when applying
for the annual caps. Main details are as follows: CNPC's competitiveness in the
industry are comparably stronger as it has human resource advantages,
technological advantages and cost advantages, etc. When estimating the caps, the
Group shall consider the possibility that CNPC will participate in all the
projects. However, CNPC might not be able to participate in all the projects in
practice due to specific conditions of different projects; and (2) taking into
account the increasing storage and production of the upstream business of the
Group, the Group's transformation and upgrading of refining and chemicals
business and international operation, and the Group's strategic layout and
continuous development of its new energy, new materials and other businesses,
the amount of engineering technology services to be procured by the Group from
CNPC is expected to be increased compared to the actual amount incurred in 2021
to 2023. In addition, due to the business nature and settlement practices, most
of the settlement of the Group in relation to the engineering technology
services occurs in the second half year, thus the actual amount is relatively
lower than the annual cap for the six months ended 30 June 2023.
- 34 -
Transaction categories
Historical amounts
Historical annual caps
Proposed annual caps for 2024 to 2026
Basis of determination of the proposed annual caps
(b) Production services For the two years ended 31 December 2022 and the six
months ended 30 June 2023, approximately RMB129,264 million, RMB174,688 million
and RMB75,827 million, respectively. For the three years ending 31 December
2023, RMB207,700 million, RMB205,500 million and RMB204,500 million,
respectively. For the three years ending 31 December 2026, RMB227,400 million,
RMB234,400 million and RMB236,400 million, respectively. The proposed annual
caps for the production services to be provided by CNPC to the Group have been
determined with reference to the previous transactions conducted and transaction
amounts in respect of production services provided by CNPC to the Group; the
estimated business development of the Group, and the potential changes of the
prices of oil and gas products and services in the international and the PRC
market.
Production services mainly consist of water supply, electricity supply, gas
supply, the supply of petroleum, natural gas and petrochemical products and
others (including sharing services) by CNPC to the Group. The Group is of the
view that the proposed adjustment in annual caps is in line with the estimated
development of the business of the Group and is determined based on principles
of fairness and reasonableness.
- 35 -
Transaction categories
Historical amounts
Historical annual caps
Proposed annual caps for 2024 to 2026
Basis of determination of the proposed annual caps
The difference between the 2021 and 2022 annual caps and the historical amounts
incurred in 2021 and 2022 and the difference between the proposed annual caps
and the historical amounts incurred in 2021 and 2022 are mainly because (1) both
the Company and CNPC are large enterprises, with a large scale and transaction
volumes. Since the proposed annual caps for the continuing connected
transactions are for three years, it is difficult for the Company to anticipate
all the possible contingencies accurately during the period. Accordingly, the
Company makes sufficient estimations taking into consideration commercially
feasible plans when applying for the proposed annual caps. Main details are as
follows: (a) international trade accounts for a large proportion of this
category of connected transactions, and its uncertainty is much greater than
other businesses; (b) due to the objective to maintain the quality of crude oil
and natural gas, CNPC is required to replace its crude oil and natural gas
reserve from time to time and supply the replaced crude oil and natural gas to
the Group to conduct production and sales activities. Therefore, this amount
needs to be taken into consideration when determining the proposed annual caps;
and (2) the average spot price for North Sea Brent crude oil in the first half
of 2023 was US$79.66 per barrel, representing an increase of approximately 99.4%
compared with US$39.95 per barrel of the first half of 2020. Thus, the proposed
annual caps have increased.
(c) Material supply services For the two years ended 31 December 2022 and the
six months ended 30 June 2023, approximately RMB28,853 million, RMB31,997
million and RMB7,186 million, respectively. For the three years ending 31
December 2023, RMB35,300 million, RMB35,300 million and RMB35,300 million,
respectively. For the three years ending 31 December 2026, RMB41,900 million,
RMB42,800 million and RMB41,900 million, respectively. The annual caps for the
provision of the material supply services to be paid by the Group to CNPC have
been determined by reference to the estimated business development of the Group.
CNPC is one of the leading buyers of petrochemical raw materials in the PRC.
With the economic scale and the collective bargaining power of CNPC, the
centralized purchase of materials by CNPC can stabilize the purchase prices of
the Group's raw materials.
- 36 -
Transaction categories
Historical amounts
Historical annual caps
Proposed annual caps for 2024 to 2026
Basis of determination of the proposed annual caps
The Group is involved in a number of oil and gas fields and refinery
construction projects in which CNPC provides to the Group material supply
services.
The Group is of the view that the proposed adjustment in annual caps is in line
with the estimated development of the business of the Group and is determined
based on principles of fairness and reasonableness.
The difference between the 2021 and 2022 annual caps and the historical amounts
incurred in 2021 and 2022 and the difference between the proposed annual caps
and the historical amounts incurred in 2021 and 2022 are mainly because both the
Company and CNPC are large enterprises, with a large scale and transaction
volumes. Since the proposed annual caps for the continuing connected
transactions are for three years, it is difficult for the Company to anticipate
all the possible contingencies accurately during the period. Accordingly, the
Company makes sufficient estimations taking into consideration commercially
feasible plans when applying for the proposed annual caps in order to satisfy
the needs of changes in the Group's production and operations. In addition, due
to the business nature and settlement practices, most of the settlement of the
Group in relation to the material supply services occurs in the second half
year, thus the actual amount is relatively lower than the annual cap for the six
months ended 30 June 2023.
- 37 -
Transaction categories
Historical amounts
Historical annual caps
Proposed annual caps for 2024 to 2026
Basis of determination of the proposed annual caps
(d) Social and living support services For the two years ended 31 December 2022
and the six months ended 30 June 2023, approximately RMB3,614 million, RMB3,159
million and RMB1,369 million, respectively. For the three years ending 31
December 2023, RMB5,800 million, RMB5,800 million and RMB5,800 million,
respectively. For the three years ending 31 December 2026, RMB5,000 million,
RMB5,100 million and RMB5,200 million, respectively. A majority of the Group's
local subsidiaries are situated in isolated industrial or mining zones, where
few social and living support services are available from independent third
parties on more favorable terms, if at all. It is therefore more convenient for
CNPC to provide such services.
The proposed annual caps for social and living support services have been
determined with reference to the previous transactions conducted and transaction
amounts in respect of the social and living support services provided by CNPC to
the Group, estimated development of the Group's business and possible future
reforms to the social and living support services provided by CNPC. The Group is
of the view that the proposed annual caps are in line with the development of
the business of the Group, and are determined based on principles of fairness
and reasonableness.
The difference between the 2021 and 2022 annual caps and the historical amounts
incurred in 2021 and 2022 and the difference between the proposed annual caps
and the historical amounts incurred in 2021 and 2022 are mainly because both the
Company and CNPC are large enterprises, with a large scale and large volumes.
Since the proposed annual caps for the continuing connected transactions are for
three years, it is difficult for the Company to anticipate all the possible
contingencies accurately during the period. Accordingly, the Company makes
sufficient estimations taking into consideration commercially feasible plans
when applying for the proposed annual caps in order to satisfy the needs of
changes in the Group's production and operations. The Company has lowered the
proposed annual caps based on the actual conditions.
- 38 -
Transaction categories
Historical amounts
Historical annual caps
Proposed annual caps for 2024 to 2026
Basis of determination of the proposed annual caps
(e) Financial services
(i) Aggregate of maximum daily amount of deposits to be made by the Group with
CNPC (excluding CNPC Finance) and the total amount of interests to be received
in respect of these deposits For the two years ended 31 December 2022 and the
six months ended 30 June 2023, approximately RMB7,554 million, RMB7,959 million
and RMB7,974 million, respectively.
Note:
As the Company has entered into the Financial Services Agreement with CNPC
Finance regarding the financial services between them, the above amount did not
include the historical amounts of deposits made by the Group with CNPC Finance
and the total amount of interests to be received in respect of these deposits.
Please refer to the paragraph
2.4 for the historical amounts of deposits made by the Group with CNPC Finance
and the total amount of interests to be received in respect of these deposits.
For the three years ending 31 December 2023, RMB55,000 million, RMB55,000
million and RMB55,000 million, respectively.
Note:
The annual caps regarding the deposit services under financial services for
2021-2023 is RMB55,000 million. The Company divided the annual caps into
RMB47,000 million for CNPC Finance and RMB8,000 million for other financial
institutions under CNPC according to the business management needs. For the
three years ending 31 December 2026, RMB10,000 million, RMB10,000 million and
RMB10,000 million, respectively.
Note:
For the avoidance of doubt, the above proposed annual caps are independent from
the proposed annual caps for the deposit services to be provided by CNPC Finance
to the Group. The proposed annual caps for the deposit services (aggregate of
deposits and interests) to be provided by CNPC (excluding CNPC Finance) to the
Group have been determined with reference to the estimated business development
of the Group, the Group's historical cash flow and levels of deposits and the
competitive interest rates offered by financial institutions.
In order to optimize cash flow management and capital efficiency of the Group,
CNPC's financial institutions provide a full range of financial services to the
Group. The Group is of the view that the proposed annual caps is in line with
the development of the business of the Group and is determined based on
principles of fairness and reasonableness.
Fees and interest rates with respect to deposit services are determined in
accordance with the relevant interest rate and fee charging standards as
promulgated by the People's Bank of China, and they are no less favorable than
those offered by other independent third parties to the Group unless otherwise
provided by laws and regulations.
The difference between the 2021 and 2022 annual caps divided to other financial
institutions under CNPC and the historical amounts of the deposits made by the
Group with other financial institutions under CNPC and the total amount of
interests received in respect of these deposits in 2021 and 2022 and the
difference between the proposed annual caps and the historical amounts of the
deposits made by the Group with other financial institutions under CNPC and the
total amount of interests received in respect of these deposits were minimal. - 39 -
Transaction categories
Historical amounts
Historical annual caps
Proposed annual caps for 2024 to 2026
Basis of determination of the proposed annual caps
(ii) Insurance, handling fees for entrustment loans, fees and expenses for
settlement services and other intermediary services For the two years ended 31
December 2022 and the six months ended 30 June 2023, approximately RMB1,321
million, RMB1,383 million and RMB1,323 million, respectively.
Note:
As the Company has entered into the Financial Services Agreement with CNPC
Finance regarding the financial services between them, the above amount did not
include the historical amounts of the handling fees for entrustment loans, fees
and expenses for other intermediary services paid by the Group to CNPC Finance.
Please refer to the paragraph
2.4 for the historical amounts of the handling fees for entrustment loans, fees
and expenses for other intermediary services paid by the Group to CNPC Finance.
For the three years ending 31 December 2023, RMB2,400 million, RMB2,400 million
and RMB2,400 million, respectively.
Note:
The above amounts include the historical annual caps of the handling fees for
entrustment loans, fees and expenses for other intermediary services paid by the
Group to CNPC Finance. For the three years ending 31 December 2026, RMB2,500
million, RMB3,000 million and RMB3,400 million, respectively. To optimize cash
flow management and capital efficiency of the Group, CNPC's financial
institutions provide a full range of financial services to the Group. The
proposed annual caps for the insurance, handling fees for entrustment loans,
fees and expenses for settlement services and other intermediary services to be
paid by the Group to CNPC (excluding CNPC Finance) have been determined with
reference to the estimated business development of the Group, the historical
amounts incurred and the competitive fees offered by financial institutions.
Through captive insurance, property insurance and life insurance services
provided by Generali China Insurance Co., Ltd. () in which CNPC holds 51% issued
share capital, CNPC Captive Insurance Co., Ltd. () in which CNPC holds 51%
issued share capital and Generali China Life Insurance Co., Ltd () in which CNPC
holds 50% issued share capital, the Group obtains broader and more in-depth
access to different types of insurance, including property, personal injury and
liability, etc. This enhances the Group's ability to manage risks.
Fees with respect to the guarantees services shall be referred to the
market-oriented price of the same risk category; the pricing of other financial
services shall be determined based on the prices prescribed by government
authorities including, among other things, People's Bank of China and the fee
charging standards published by the above-mentioned relevant regulatory
authorities and with reference to the market-oriented price. Currently,
settlement services provided by financial institutions under CNPC (including
bills of exchange, entrusted fund collection, online settlement, account
management and fund management, etc.) can offer more simplicity and expediency
in terms of approval process and settlement efficiency compared to other
commercial banks in the market.
- 40 -
Transaction categories
Historical amounts
Historical annual caps
Proposed annual caps for 2024 to 2026
Basis of determination of the proposed annual caps
The difference between the 2021 and 2022 annual caps and the historical amounts
incurred in 2021 and 2022 and the difference between the proposed annual caps
and the historical amounts incurred in 2021 and 2022 are mainly because (1) both
the Company and CNPC are large enterprises, with a large scale and transaction
volumes. Since the proposed annual caps for the continuing connected
transactions are for three years, it is difficult for the Company to anticipate
all the possible contingencies accurately during the period. Accordingly, the
Company makes sufficient estimations taking into consideration commercially
feasible plans when applying for the proposed annual caps;
(2) the Group will purchase insurance from independent third parties which
provide better terms or services. However, to ensure the Group's risk management
requirements, the Group include all possible required insurance amount when
determining annual caps; and (3) the amount and coverage of the insurance
demanded by the Group will increase accordingly with the continuous development
of business and the increase of assets of the Group. - 41 -
Transaction categories
Historical amounts
Historical annual caps
Proposed annual caps for 2024 to 2026
Basis of determination of the proposed annual caps
(iii) Financial leasing services
Maximum outstanding daily balance (including the outstanding lease principal,
rents, pre-leasing/leasing interest and other fees) due by the Group For the two
years ended 31 December 2022 and the six months ended 30 June 2023,
approximately RMB1,201 million, RMB965 million and RMB503 million, respectively.
For the three years ending 31 December 2023, RMB5,000 million, RMB5,000 million
and RMB5,000 million, respectively. For the three years ending 31 December 2026,
RMB3,000 million, RMB3,000 million and RMB4,000 million, respectively. In order
to maintain its investment in development of oil and gas area with scale, major
refining infrastructure and sale networks for refined products, the Group needs
service support from financial companies which are capable of providing low
cost, reliable fund-raising, financing and settlement services of high quality,
flexibility and convenience, in such a way as to reconcile financial capital
with industrial capital. Leveraging on the financial edge of Kunlun Leasing, the
Group will be capable of deepening financing innovation, broadening sources of
financing and ensuring timely and effective availability of capital required for
the Group's strategic development. The Group would also be able to refine the
Group's management of interest-bearing debt and match potential project
investment return to fund-raising and financing capabilities, and capital
operations to operating cash flows. The proposed annual caps for the maximum
outstanding daily balance (including the outstanding lease principal, rents,
pre-leasing/leasing interest and other fees) due by the Group have been
determined with reference to the estimated business development of the Group,
the historical amounts incurred and the fee charging standards offered by Kunlun
Leasing.
Kunlun Leasing is capable of providing the Group with better quality services at
prices, terms and conditions which are no less favorable than those offered by
any other third-party financial institutions. - 42 -
Transaction categories
Historical amounts
Historical annual caps
Proposed annual caps for 2024 to 2026
Basis of determination of the proposed annual caps
The difference between the 2021 and 2022 annual caps and the historical amounts
incurred in 2021 and 2022 and the difference between the proposed annual caps
and the historical maximum outstanding daily balances for 2021 and 2022 are
mainly because financial leasing is only one of financing means used by the
Group. In practice, the Group will make general adjustments to means of
financing taking into consideration the prevailing circumstances and the needs
of the Group and may use other means of financing. As a result, the historical
amounts incurred for financial leasing is lower than the relevant annual caps.
However, as the Group may still need to use financial leasing as a means of
financing, therefore, the proposed annual caps have been determined with
reference to the estimated capital needs of the Group, circumstances of the
relevant assets and the cost of financing in the market, etc.
(f) Land lease
The value of right-of-use assets relating to the land to be leased by CNPC to
the Group For the two years ended 31 December 2022 and the six months ended 30
June 2023, approximately RMB5,801 million, RMB3,881 million and RMB1,537
million, respectively.
Note:
the above amounts are the annual value of right-of-use
assets relating to land lease. For the two years ended 31
December 2022 and the six months ended 30 June 2023, the
rent amount (exclusive of tax and government charges) paid
by the Group to CNPC was approximately RMB1,985 million,
RMB1,884 million and RMB739 million, respectively. For the
three years ending 31 December 2023, RMB16,578 million,
RMB11,019 million and RMB5,685 million, respectively. For
the three years ending 31 December 2026, RMB16,802 million,
RMB11,186 million and RMB5,778 million, respectively. The
Board considers that the proposed annual caps on the land
lease to be provided by CNPC to the Group would ensure that
the Group achieves its future business development plans.
In the light of the fact that International Financial Reporting Standard No. 16
"Leases" has become effective on 1 January 2019 and pursuant to the requirements
of the Hong Kong Stock Exchange, the basis of determination of the proposed
annual caps for the period from 2024 to 2026 have been determined with reference
to the annual value of right-of-use assets relating to land lease. The annual
value of the right-of-use assets is mainly based on the recognition of the
current value of the minimum lease payment and the measurement of the
corresponding lease liability.
The 2021-2023 historical annual caps were the value of right-of-use assets based
on the then market prices prepared by the valuer engaged by the Company, however
CNPC rent the lands to the Group at prices lower than the valued prices. Thus,
the historical amounts are lower than the historical annual caps.
- 43 -
Transaction categories
Historical amounts
Historical annual caps
Proposed annual caps for 2024 to 2026
Basis of determination of the proposed annual caps
The proposed annual caps of 2024-2026 for land lease are mainly based on: (1)
the total value of right-of-use assets relating to land lease in the period of
2024-2026; (2) the estimated changes in annual leasing fees to be paid in
respect of the land lease in the period of 2024-2026 and relevant situation of
the market price of land lease; (3) the discount rate determined based on the
five-year period loan interest issued by the People's Bank of China and with
reference to the interest rate for the Company's new loans. Pursuant to the
confirmation letters to the Land Use Rights Leasing Contract issued by the
Company and CNPC on 30 August 2023, the expected annual rents (exclusive of tax
and government charges) to be paid for 2024-2026 are approximately RMB5,724.32
million, representing an increase of approximately RMB51.15 million as compared
to RMB5,673.17 million for 2021-2023, mainly because of the growth of the land
rental market price and land price. Thus, the proposed annual caps have
increased.
- 44 -
Transaction categories
Historical amounts
Historical annual caps
Proposed annual caps for 2024 to 2026
Basis of determination of the proposed annual caps
(g) Buildings lease
The value of right-of-use assets relating to the buildings to be leased by CNPC
to the Group For the two years ended 31 December 2022 and the six months ended
30 June 2023, approximately RMB1,220 million, RMB921 million and RMB427 million,
respectively.
Note:
the above amount is the annual value of right-of-use assets
relating to buildings lease. For the two years ended 31
December 2022 and the six months ended 30 June 2023, the
rent amount (exclusive of tax and government charges) paid
by the Group to CNPC was approximately RMB418 million,
RMB447 million and RMB205 million, respectively. For the
three years ending 31 December 2023, RMB2,083 million,
RMB1,384 million and RMB714 million, respectively. For the
three years ending 31 December 2026, RMB2,593 million,
RMB1,718 million and RMB874 million respectively. The Board
considers that the proposed annual caps in respect of the
building leases to be provided by CNPC to the Group would
ensure that the Group achieves its future business
development plans.
In the light of the fact that International Financial Reporting Standard No. 16
"Leases" has become effective on 1 January 2019 and pursuant to the requirements
of the Hong Kong Stock Exchange, the basis of determination of the proposed
annual caps for the period from 2024 to 2026 have been determined with reference
to the annual value of right-of-use assets relating to buildings lease. The
annual value of right-of-use assets is mainly based on the recognition of the
current value of the minimum lease payment and the measurement of the
corresponding lease liability.
The proposed annual caps of 2024-2026 for buildings lease are mainly based on:
(1) the total value of right-of-use assets relating to the buildings lease in
the period of 2024-2026; (2) the estimated changes in annual leasing fee to be
paid in respect of the buildings lease in the period of 2024-2026 and relevant
situation of the market price of buildings lease; (3) the discount rate
determined based on the five-year period loan interest issued by the People's
Bank of China and with reference to the interest rate for the Company's new
loans. Pursuant to the confirmation letters to 2017 Buildings Leasing Contract
issued by the Company and CNPC on 30 August 2023, the expected annual rents
(exclusive of tax and government charges) to be paid for 2024-2026 are
approximately RMB892.68 million, representing an increase of approximately
RMB179.68 million as compared to approximately RMB713.00 million for 2021-2023,
mainly because the area of buildings to be rented by the Group from CNPC will be
increased by approximately 325,600 square meters. Thus, the proposed annual caps
have increased.
Notes: The New Comprehensive Agreement also provides for loans and other
financial assistance to be provided by CNPC (excluding CNPC
Finance)/Jointly-held Entities to the Group. These transactions are fully exempt
from shareholders' approval, annual review and all disclosure requirements set
out in Chapter 14A of the HKEx Listing Rules, pursuant to the Rule 14A.90 of the
HKEx Listing Rules. Please refer to paragraph 1.2 for details.
- 45 -
1.7 Reasons for and benefits of the Continuing Connected Transactions with CNPC
CNPC is an integrated energy corporation with businesses covering domestic and
foreign exploration and development of oil, gas and new energy, marketing of
refining, petrochemical and new materials, maintenance and service, capital and
finance. The Company is a joint-stock company established during the
reorganization of CNPC on 5 November 1999. CNPC injected the assets, liabilities
and rights related to its core business into the Company, such as oil and gas
exploration and development, oil refinement, petrochemical, sales and marketing,
natural gas, pipelines and related scientific research, etc. CNPC is the sole
promoter of the Company. The Company completed its offshore listing in April
2000 and CNPC continues to be the controlling shareholder of the Company. CNPC
retained businesses related to the production and operation of petroleum and
natural gas, such as engineering technology services, production services,
material supply services, social and living support services and financial
services, etc. These businesses can provide a series of necessary services in
relation to the production and operation of the Company and its subsidiaries and
the livelihood of their employees. CNPC is one of the most experienced and
competent companies in the global petroleum industry and equipped with strong
advantages of talented employees, advanced technology, experience and cost and
geographical vicinity. CNPC and the Company have been in a good and long-term
cooperation relationship with each other and accumulated rich experience in
cooperation. CNPC is one of the few companies providing quality petroleum and
petrochemical related engineering technology services and has competitive
advantages in safety, reliability, professional techniques and equipment, which
can satisfy the high technological and quality standards of the Group, remove
potential safety and environmental hazards and provide services and business
support for certain remote areas where the Group operates. Therefore, the
Company believes that the Continuing Connected Transactions with CNPC will be
beneficial to the continued operation and development of the Group, which mainly
includes:
(1) The engineering technology, production and financial services provided to
the Group by CNPC have competitive advantages over other service providers in
the same industry in the PRC. CNPC has significant experience, technology and
cost advantages when compared with other service providers;
(2) The petroleum industry has its unique requirements for technology and
quality, and the oil and gas engineering and technological services provided by
CNPC are of higher standards within the industry, which can satisfy the
technological and quality standards of the projects invested in and operated by
the Group. At the same time, high quality services can also reduce safety and
environmental protection risks of the Group significantly;
- 46 -
(3) The financial institutions under CNPC have been providing financial services
to the Group for many years and have established a comprehensive cooperation
mechanism with the Group, which can provide more efficient internal settlement
services and more favorable interest rates, reduce the Group's costs and
facilitate the Group's more efficient and convenient business operations. The
insurance institutions under CNPC are familiar with the risk situations of the
Group and provide customized risk protection plans which can ensure the
insurance compensation is efficient and fast and continuously enhance the
Group's ability to resist risks. Among which, the Group holds 49% issued share
capital in CNPC Captive Insurance Co., Ltd. (), which enables the Group to share
stable dividend returns while obtaining insurance protection. Kunlun Leasing is
capable of providing low cost, reliable fund-raising and financing services of
high quality, flexibility and convenience and other cost reduction and tax
saving services that can reduce equipment procurement costs and operating
expenses and deduct interest value-added tax of the Group, which will support
the Group to maintain its scale of investment in development of oil and gas,
major refining infrastructure and in sale networks for refined products;
(4) The Group's main oil fields and refining and chemical production facilities
are scattered across different regions, some of which are in remote areas with
harsh operating conditions. CNPC and its subsidiaries can provide service and
business support to the Group locally, which, to a large extent is beneficial to
the Group's continued development in such regions.
Actual practices proved that the Continuing Connected Transactions with CNPC
benefit the continued operation and development of the Group.
Given the nature of the cooperation between the Company and CNPC, the Company
considers the New Comprehensive Agreement, the Non-Exempt Continuing Connected
Transactions with CNPC and their proposed annual caps to be one significant
proposal. As such, the New Comprehensive Agreement and the proposed annual caps
in respect of the Non-Exempt Continuing Connected Transactions with CNPC will be
proposed to the EGM for Independent Shareholders' consideration and approval as
one single resolution. Any votes by the Independent Shareholders on such
resolution will be applicable to the New Comprehensive Agreement as well as the
proposed annual caps in respect of each of the Non-Exempt Continuing Connected
Transactions with CNPC alike.
The Directors (including the independent non-executive Directors) consider that
(1) the Continuing Connected Transactions with CNPC is beneficial for the
continued and healthy development of the Company. CNPC is one of the most
experienced and competent
- 47 -
companies in the global petroleum industry and equipped with
strong advantages of talented employees, advanced
technology, experience and cost and geographical vicinity.
CNPC and the Company have been in a good and long-term
cooperation relationship with each other and accumulated
rich experience in cooperation. CNPC is one of the few
companies providing quality petroleum and petrochemical
related engineering technology services and has competitive
advantages in safety, reliability, professional techniques
and equipment, which can satisfy the high technological and
quality standards of the Company, remove potential safety
and environmental hazards and provide services and business
support for certain remote areas where the Company operates;
(2) the Continuing Connected Transactions with CNPC are in
the interests of the Company and the Shareholders as a
whole. The Continuing Connected Transactions with CNPC are
and will be conducted in the ordinary and usual course of
business of the Group and have been and will be conducted on
normal commercial terms or on terms no less favorable than
those available to the Group from independent third parties;
the products and services provided by CNPC are on
non-exclusive basis, and the Company has the right to choose
to receive products and services from CNPC or independent
third parties with lower prices or better quality; and CNPC
must not cease providing the products and services in the
case the Company could not find other suppliers. The terms
of the Continuing Connected Transactions with CNPC are
conducted under prevailing market conditions, and are fair
and reasonable and in the interests of the Company and the
Shareholders as a whole, and that the proposed annual caps
for the Continuing Connected Transactions with CNPC are fair
and reasonable and are in the interests of the Company and
the Shareholders as a whole. At the same time, the
Continuing Connected Transactions with CNPC do not harm the
interests of the Company and the minority Shareholders, will
not have an adverse effect on the Company's current and
future financial conditions, and will not affect the
Company's independence.
1.8 Approval by the Board and Independent
Shareholders
CNPC is a controlling shareholder of the Company. By virtue of the above, CNPC
is a connected person of the Company under the HKEx Listing Rules. Transactions
between the Company and CNPC constitute connected transactions of the Company
under the HKEx Listing Rules. Jointly-held Entities are companies (not including
CNPC Finance) in which the Company and CNPC jointly hold shares while CNPC
and/or its subsidiaries (individually or together) is/are entitled to exercise,
or control the exercise of, 10% or more of the voting power of these companies
at any general meeting of such companies, and therefore, Jointly-held Entities
are connected persons of the Company and transactions between the Group and
Jointly-held Entities constitute connected transactions of the Company under the
HKEx Listing Rules. The terms and the proposed annual caps in respect of the
Non-Exempt Continuing Connected Transactions with CNPC are subject to approval
by the Independent
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Shareholders under the HKEx Listing Rules. In view of the interests of CNPC,
CNPC and its associates will abstain from voting in relation to the resolution
approving the terms and the proposed annual caps in respect of the Non-Exempt
Continuing Connected Transactions with CNPC.
The audit committee of the Board gave advice to the Board about the Continuing
Connected Transactions with CNPC and their proposed annual caps. The audit
committee of the Board is of the view that the terms of the New Comprehensive
Agreement are fair and reasonable, the Continuing Connected Transactions with
CNPC are conducted in the ordinary course of business of the Group and on normal
commercial terms, and in the interest of the Company and the Shareholders as a
whole. Thus, the audit committee of the Board approved the entering into of the
New Comprehensive Agreement between the Company and CNPC and the proposed annual
caps. The Board (including the independent non-executive directors) has reviewed
the advice and is of the view that such transactions are in the ordinary course
of business of the Group, and have been entered into on normal commercial terms
or terms no less favorable to the Group than those with independent third
parties, are fair and reasonable, and in the interest of the Company and the
Shareholders as a whole. On such basis, the Board suggests the Independent
Shareholders to approve the terms and the proposed annual caps in respect of the
Non-Exempt Continuing Connected Transactions with CNPC.
On 30 August 2023, the 3rd meeting of the ninth session of the Board was
convened by way of a combination of physical meeting and virtual meeting, at
which the non-connected Directors unanimously approved the resolution on the
renewal of the New Comprehensive Agreement in relation to the continuing
connected transactions between the Company and CNPC and the Jointly-held
Entities. Each of Mr. Dai Houliang, Mr. Hou Qijun, Mr. Duan Liangwei, Mr. Huang
Yongzhang, Mr. Ren Lixin and Mr. Xie Jun, who are deemed as connected directors
of the Company by virtue of their positions in CNPC, abstained from voting on
the relevant resolution of the Board. Save as disclosed above, none of the
Directors has any material interest in the transactions abovementioned.
The Independent Board Committee has given their view on the Non-Exempt
Continuing Connected Transactions with CNPC and their proposed annual caps after
considering the advice from the Independent Financial Advisor on the same in
this circular.
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2. RENEWAL OF CONTINUING CONNECTED TRANSACTIONS WITH CNPC FINANCE IN RESPECT OF 2024 TO 2026
2.1 Background
Reference is made to the Announcement in respect of, among other things, the
provision of financial services by CNPC Finance to the Group pursuant to the
Comprehensive Agreement from 2021 to 2023. Pursuant to the rules of Shanghai
Stock Exchange, the Company should enter into a financial services agreement
with its connected person in relation to connected transactions involving
finance companies and disclose and submit as a separate resolution to the Board
meeting or the general meeting of the Company for their review.
The Company and CNPC Finance entered into the Financial Services Agreement on 30
August 2023. The Company will continue to comply with the provisions of Chapter
14A of the HKEx Listing Rules in relation to the Continuing Connected
Transactions with CNPC Finance including the reporting, announcement, annual
review and independent shareholders' approval requirements, if applicable.
2.2 The HKEx Listing Rules implications regarding
the Continuing Connected Transactions with CNPC
Finance
2.2.1 The Continuing Connected Transactions with
CNPC Finance mainly comprise:
(1) Aggregate of the maximum daily amount of deposits made by the Group with
CNPC Finance and the total amount of interest received in respect of these
deposits
(2) Fees such as handling fees for entrustment loans, guarantee services, bills
and other financial services to be provided by CNPC Finance to the Group
2.2.2 The implications of the Continuing Connected Transactions with CNPC
Finance under the HKEx Listing Rules are as below:
(1) In relation to 2.2.1(2) fees such as handling fees for entrustment loans,
guarantee services, bills and other financial services to be provided by CNPC
Finance to the Group, as each of the applicable percentage ratios under Rule
14.07 of the HKEx Listing Rules is, on an annual basis, less than 5%, 2.2.1(2)
fees such as handling fees for entrustment loans, guarantee services, bills and
other financial services to be provided by CNPC Finance to the
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Group is exempted from independent shareholders' approval but are subject to the
reporting and announcement requirements pursuant to the Rule 14A.76(2) of the
HKEx Listing Rules
(2) In relation to 2.2.1(1) aggregate of the maximum daily amount of deposits
made by the Group with CNPC Finance and the total amount of interest received in
respect of these deposits, as the highest applicable percentage ratio under Rule
14.07 of the HKEx Listing Rules exceeds 5% (when aggregating with the maximum
daily amount of deposits made by the Group with CNPC (excluding CNPC Finance)
and the total amount of interest received in respect of those deposits),
2.2.1(1) aggregate of the maximum daily amount of deposits made by the Group
with CNPC Finance and the total amount of interest received in respect of these
deposits constitutes the Non-Exempt Continuing Connected Transactions with CNPC
Finance which are subject to the reporting, announcement and independent
shareholders' approval requirements pursuant to the HKEx Listing Rules and also
constitutes disclosable transactions under Chapter 14 of the HKEx Listing Rules
2.3 Continuing Connected Transactions with CNPC
Finance under the Financial Services Agreement
The Comprehensive Agreement entered into between the Company and CNPC on 27
August 2020 includes the financial services between the Group and CNPC Finance.
The Comprehensive Agreement was effective from 1 January 2021 and valid for a
term of three years and will expire on 31 December 2023. Thus, pursuant to the
rules of Shanghai Stock Exchange, on 30 August 2023, the Company entered into
the Financial Services Agreement with CNPC Finance which shall come into effect
on 1 January 2024. The Group and CNPC Finance will enter into separate
agreements regarding their loan and financial derivative transactions.
2.3.1 The services under the Financial Services
Agreement
Pursuant to the Financial Services Agreement, CNPC Finance will provide to the
Group deposit services, settlement services and other financial services
(including entrustment loans, bills, bonds underwriting, non-financing letter of
guarantee services, financial advisory, credit verification and consulting
agency business, etc.).
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2.3.2 General principles
The Financial Services Agreement requires in general
terms that:
(1) the services to be provided by CNPC Finance shall be conducted on normal
commercial terms or better and must be fair and reasonable; and
(2) the terms and conditions on which such services to be provided by CNPC
Finance should be no less favorable than the terms offered to the Group by
independent third-party financial institutions for the same financial service.
2.3.3 Pricing determination
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, the Financial Services Agreement
specifically stipulates that:
(1) the interest rate for Renminbi deposit services shall be no less than the
relevant interest rate for deposit as promulgated by the People's Bank of China
and the interest rate offered to the Group by the independent third parties for
same deposit service during the same period. The interest rate for foreign
currency deposit services shall be determined after arm's length negotiation
with reference to the market conditions;
(2) CNPC Finance will not charge the Group in relation to provision of
settlement services;
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(3) Fees for other financial services shall be no higher than the fees offered
by independent third parties to the Group for the same category of services and
the fees charged by CNPC Finance to the subsidiaries of CNPC (excluding the
Group) for the same category of services.
2.3.4 Term
The Financial Services Agreement is valid for three years commencing from 1
January 2024.
2.4 Historical amounts, historical annual caps, proposed annual caps and
rationale
The Board has considered and proposed that the following proposed maximum values
in respect of the Continuing Connected Transactions with CNPC Finance which will
serve as the annual caps of the relevant transactions below for the period from
1 January 2024 to 31 December 2026:
Transaction categories
Historical amounts
Historical annual caps
Proposed annual caps for 2024 to 2026
Basis of determination of the proposed annual caps
(1) Aggregate of maximum daily amount of deposits to be made by the Group with
CNPC Finance and the total amount of interests to be received in respect of
these deposits For the two years ended 31 December 2022 and the six months ended
30 June 2023, approximately RMB46,789 million, RMB45,847 million and RMB45,628
million, respectively. For the three years ending 31 December 2023, RMB55,000
million, RMB55,000 million and RMB55,000 million, respectively.
Note:
The annual caps regarding the deposit services under financial services for
2021-2023 is RMB55,000 million. The Company divided the annual caps into
RMB47,000 million for CNPC Finance and RMB8,000 million for other financial
institutions under CNPC according to its business management needs. For the
three years ending 31 December 2026, RMB65,000 million, RMB65,000 million and
RMB65,000 million, respectively.
Note:
For the avoidance of doubt, the above proposed annual caps are independent from
the proposed annual caps for the deposit services to be provided by CNPC
(excluding CNPC Finance) to the Group. The proposed annual caps for the deposit
services (aggregate of deposits and interests) provided by CNPC Finance to the
Group have been determined with reference to the estimated business development
of the Group, the Group's historical cash flow and levels of deposits and the
competitive interest rates offered by financial institutions. For the two years
ended 31 December 2022 and six months ended 2023, the average annual growth rate
of the Group at CNPC Finance was approximately 29.3% and the actual deposit
amount accounted for more than 97% of the annual caps. For the six months ended
30 June 2023, the beginning balance of the Group's deposits with CNPC Finance
was RMB41,192 million, with cash inflow of RMB2,392,408 million and cash outflow
of RMB2,387,974 million during the reporting period, and the end-of-period
balance was RMB45,626 million; the Renminbi interest rate range was from 0.20%
to 3.30%.
The interest rate for Renminbi deposit services shall be no less than the
relevant interest rate as promulgated by the People's Bank of China and the
interest rate offered to the Group by the independent third parties for same
deposit service. The interest rate for foreign currency deposit services shall
be determined after arm's length negotiation with reference to the market
conditions.
- 53 -
Transaction categories
Historical amounts
Historical annual caps
Proposed annual caps for 2024 to 2026
Basis of determination of the proposed annual caps
The difference between the 2021 and 2022 annual caps divided to CNPC Finance and
the historical amounts of the deposits made by the Group with CNPC Finance, and
the total amount of interests received in respect of these deposits in 2021 and
2022 was minimal. The Group amended the proposed annual caps based on the
historical amounts and the estimated business development of the Group.
Given the balance of loans provided by CNPC Finance to the Group generally
exceeded the balance of deposits the Group made with CNPC Finance, the Group is
of the view that the proposed annual caps are in line with the development of
the business of the Group and are determined based on principles of fairness and
reasonableness. In addition to deposit services, CNPC Finance also provides loan
services to the Group. For the two years ended 31 December 2022 and the six
months ended 30 June 2023, the amount of loans provided by CNPC Finance to the
Group was approximately RMB70,567 million, RMB64,616 million and RMB62,353
million, respectively. For the six months ended 30 June 2023, the beginning
balance of the loans provided by CNPC Finance to the Group was RMB64,616
million, with new loans of RMB18,218 million and repaid loans of RMB20,481
million during the reporting period, and the end-of-period balance is RMB62,353
million. The Renminbi interest rate range is from 2.40% to 4.18%. In addition,
based on the current business plan of the Group, the Company expected that the
ratio between the amount of loans to be provided by CNPC Finance to the Group
and the deposits to be made by the Group with CNPC Finance for the three years
ending 31 December 2026 will remain basically stable. The Company expected that
the amount of loans to be provided by CNPC Finance to the Group for the three
years ending 31 December 2026 is RMB120,000 million, RMB170,000 million and
RMB200,000 million, respectively.
- 54 -
Transaction categories
Historical amounts
Historical annual caps
Proposed annual caps for 2024 to 2026
Basis of determination of the proposed annual caps
(2) Fees such as handling fees for entrustment loans, guarantee services, bills
and other financial services For the two years ended 31 December 2022 and the
six months ended 30 June 2023, approximately RMB67 million, RMB93 million and
RMB46 million, respectively. For the three years ending 31 December 2023,
RMB2,400 million, RMB2,400 million and RMB2,400 million, respectively.
Note:
the above amounts include the historical annual caps of the
insurance, handling fees for entrustment loans, fees and
expenses for settlement services and other intermediary
services paid by the Group to other financial institutions
under CNPC. For the three years ending 31 December 2026,
RMB200 million, RMB200 million and RMB200 million,
respectively. In order to optimize cash flow management and
capital efficiency of the Group, CNPC's financial
institutions provide a full range of financial services to
the Group. The proposed annual caps for the fees such as
handling fees for entrustment loans, guarantee services,
bills and other financial services to be paid by the Group
to CNPC Finance have been determined with reference to the
estimated business development of the Group, the historical
amounts incurred and the competitive fees offered by
financial institutions.
CNPC Finance will not charge the Group in relation to the provision of
settlement services. Fees for other financial services shall be determined with
reference to the fees offered by independent third parties to the Group for the
same category of services and the fees charged by CNPC Finance to the
subsidiaries of CNPC (excluding the Group) for the same category of services.
As the historical annual caps for the fees such as handling fees for entrustment
loans, guarantee services, bills and other financial services were small, thus
the Company did not divide certain amount to CNPC Finance. The Company has
determined the proposed annual caps based on the historical transaction amount
and the Group's expected business development. Thus, the Group is of the view
that the proposed annual caps are in line with the development of the business
of the Group and are determined based on principles of fairness and
reasonableness.
Note: In addition to the financial services provided by CNPC Finance to the
Group pursuant to the Financial Services Agreement, CNPC Finance also provides
loan services to the Group from time to time. As these transactions are
conducted on normal commercial terms or better and no security over the Group's
assets is granted in respect thereof, pursuant to Rule 14A.90 of the HKEx
Listing Rules, these transactions are fully exempted from shareholders'
approval, annual review and all disclosure requirements set out in Chapter 14A
of the HKEx Listing Rules.
- 55 -
2.5 Reasons for and benefits of the Continuing Connected Transactions with CNPC
Finance
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 derivative business channels and has established a comprehensive and
matured cooperation mechanism with the Group; CNPC Finance will not charge the
Group for providing settlement services and other prices provided by CNPC
Finance should be no less favorable than the terms and conditions in the market,
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 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 (3)10.5%); the
loan-deposit ratio of CNPC Finance (loan-deposit ratio = loan
- 56 -
balance/the sum of deposit balance and paid-in capital) was
41.25% (the regulatory requirement is (pound)80%); the
investment ratio of CNPC Finance (investment ratio = total
investment/net capital) was 56.79% (the regulatory
requirement is (pound)70%); the liquidity ratio of CNPC
Finance was 78.06% (the regulatory requirement is (3)25%);
and the fixed asset ratio of CNPC Finance (fixed asset ratio
= net fixed assets/net capital) was 0.21% (the regulatory
requirement is (pound)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 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 a series of strict risk assessment and
control measures in the Financial Services 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) The balance of loans provided by CNPC Finance to the Group generally
exceeded the balance of deposits the Group made with CNPC Finance. As at 31
December 2021, 31 December 2022 and 30 June 2023, the balance of the Group's
deposits with CNPC Finance was RMB30,128 million, RMB41,192 million and
RMB45,626 million, representing 17.6%, 18.1% and 17.1% of the total deposits of
the Group respectively; as at 31 December 2021, 31 December 2022 and 30 June
2023, the balance of loans provided by CNPC Finance to the Group was RMB70,567
million, RMB64,616 million and RMB62,353 million respectively. In addition, in
order to regulate the connected transactions between the Group and CNPC Finance,
the Company and CNPC Finance 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 to prevent financial risks and to ensure that the deposits of
the Group in CNPC Finance can be utilized at the Group's discretion;
(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
- 57 -
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.
Based on the above, the Company believes that the Continuing Connected
Transactions with CNPC Finance benefit the continued operation and development
of the Group.
Given the nature of the cooperation between the Company and CNPC Finance, the
Company considers the Financial Services Agreement, the Non-Exempt Continuing
Connected Transactions with CNPC Finance and their proposed annual caps to be
one significant proposal. As such, the Financial Services Agreement and the
proposed annual caps in respect of the Non-Exempt Continuing Connected
Transactions with CNPC Finance will be proposed to the EGM for Independent
Shareholders' consideration and approval as one single resolution. Any votes by
the Independent Shareholders on such resolution will be applicable to the
Financial Services Agreement as well as the proposed annual caps in respect of
each of the Non-Exempt Continuing Connected Transactions with CNPC Finance
alike.
The Directors (including the independent non-executive Directors) consider that
(1) due to the long-term relationship between the Group and CNPC Finance and it
is beneficial for the Company to continue conducting the Continuing Connected
Transactions with CNPC Finance as these transactions have facilitated and will
continue facilitating the operation and growth of the Group's business; (2) the
Continuing Connected Transactions with CNPC Finance have been and will be
conducted in the ordinary and usual course of business of the Group, have been
and will be conducted on normal commercial terms or on terms no less favorable
than those available from independent third party financial institutions offered
to the Group for the same category of financial services, will continue to be
agreed on an arm's length basis with terms that are fair and reasonable to the
Group and under prevailing local market conditions, are fair and reasonable and
in the interests of the Company and the
- 58 -
Shareholders as a whole, and that the proposed annual caps for the Continuing
Connected Transactions with CNPC Finance are fair and reasonable and are in the
interests of the Company and the Shareholders as a whole. At the same time, the
Continuing Connected Transactions with CNPC Finance do not harm the interests of
the Company and the minority Shareholders, will not have an adverse effect on
the Company's current and future financial conditions, and will not affect the
Company's independence.
2.6 Approval by the Board and Independent
Shareholders
CNPC Finance is a subsidiary of the Company's controlling shareholder, CNPC. By
virtue of the above, CNPC Finance is a connected person of the Company under the
HKEx Listing Rules. Transactions contemplated under the Financial Services
Agreement constitute connected transactions of the Company under the HKEx
Listing Rules. The terms and the proposed annual caps in respect of the
Non-Exempt Continuing Connected Transactions with CNPC Finance are subject to
approval by the Independent Shareholders under the HKEx Listing Rules. In view
of the interests of CNPC, CNPC and its associates will abstain from voting in
relation to the resolution approving the terms and the proposed annual caps in
respect of the Non-Exempt Continuing Connected Transactions with CNPC Finance.
The audit committee of the Board gave advice to the Board about the Continuing
Connected Transactions with CNPC Finance and their proposed annual caps. The
audit committee of the Board is of the view that the terms of the Financial
Services Agreement are fair and reasonable, the Continuing Connected
Transactions with CNPC Finance are conducted in the ordinary course of business
of the Group and on normal commercial terms, and in the interest of the Company
and the Shareholders as a whole. Thus, the audit committee of the Board approved
the entering into of the Financial Services Agreement between the Company and
CNPC Finance and the proposed annual caps. The Board (including the independent
non-executive Directors) has reviewed the advice and is of the view that such
transactions are in the ordinary course of business of the Group, and have been
entered into on normal commercial terms or terms no less favorable to the Group
than those with independent third parties, are fair and reasonable, and in the
interest of the Company and the Shareholders as a whole. On such basis, the
Board suggests the Independent Shareholders to approve the terms and the
proposed annual caps in respect of the Non-Exempt Continuing Connected
Transactions with CNPC Finance.
On 30 August 2023, the 3rd meeting of the ninth session of the Board was
convened by way of a combination of physical meeting and virtual meeting, at
which the non-connected Directors unanimously approved the resolution on the
entering into of the Financial Services Agreement between the Company and CNPC
Finance. Each of Mr. Dai Houliang, Mr. Hou Qijun, Mr. Duan Liangwei, Mr. Huang
Yongzhang, Mr. Ren Lixin and Mr. Xie Jun, who are
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deemed as connected directors of the Company by virtue of
their positions in CNPC, abstained from voting on the
relevant resolution of the Board. Save as disclosed above,
none of the Directors has any material interest in the
transactions abovementioned.
The Independent Board Committee has given their view on the Non-Exempt
Continuing Connected Transactions with CNPC Finance and their proposed annual
caps after considering the advice from the Independent Financial Advisor on the
same in this circular.
3. THE COMPANY'S INTERNAL CONTROL MEASURES TO ENSURE THAT THE CONTINUING
CONNECTED TRANSACTIONS ARE CONDUCTED IN ACCORDANCE WITH THE NEW COMPREHENSIVE
AGREEMENT AND FINANCIAL SERVICES AGREEMENT
The Company will strictly enforce a series of policies, including connected
transaction management methods, internal control management handbook and
internal control assessment management methods, to ensure the continuing
connected transactions of the Company are conducted in accordance with the New
Comprehensive Agreement and the Financial Services Agreement. 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 shall listen to reports on internal
control evaluation and the implementation of the continuing connected
transactions simultaneously.
The Company has established a series of internal control measures to ensure that
the pricing basis for the continuing connected transactions of the Company will
follow the prescribed pricing mechanism under the framework agreements,
including:
(1) For products and services where the government-prescribed price applies,
when any laws, regulations or other regulatory documents in relation to
government-prescribed price in respect of certain category of products or
services come into effect, the pricing department of the Company will forward
these regulatory requirements to its operating entities and require all the
operating entities to follow the government-prescribed price. The internal audit
department of the Company will review the enforcement of the
government-prescribed price by the operating entities from time to time. All the
operating entities shall accept the law enforcement supervision by the pricing
authorities of the government;
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(2) For products and services where the market-oriented price applies, all the
operating entities of the Company shall comply with the regulations for the
management of bidding and tendering of the Company. In terms of the product or
service of which the transaction amount reaches the particular standard
prescribed in regulations, all the operating entities shall determine their
suppliers of products and services through tendering. The operating entities or
the tendering center of the Company is responsible for the preparation of
tendering requirement documents. A tendering committee comprised by both
internal and external randomly picked experts will be established to conduct the
tendering process for each project and determine the final suppliers. In terms
of the product and service of which the transaction amount is lower than the
particular standard prescribed in regulations, all the operating entities shall
determine their suppliers of products and services by inviting suppliers to the
competitive negotiations. The relevant department of the operating entities to
which the product or service will be offered is responsible for comparing the
terms of these suppliers. The comparison results will be submitted to the
management team of the operating entity for final approval;
(3) For products and services where the actual cost or agreed contractual price
applies, the operating entities of the Group and CNPC will generally negotiate
the cost for the products and services to be provided in advance. Meanwhile, the
Company and CNPC have jointly set up a construction cost center comprised by
experienced technical experts, which is responsible for the formulation of the
cost standards for certain engineering technology services provided by CNPC.
After the provision of relevant products or services, the internal auditors of
the Group will review the actual cost of these products or services prepared by
CNPC with reference to the negotiation results prior to the transactions or the
cost standards formulated by the construction cost center. The settlement and
payment shall only be made after the review is approved by the internal
auditors;
(4) The Company's audit department shall regularly conduct internal assessments
on the internal control measures every year to ensure that the internal control
measures in respect of connected transactions remain complete and effective;
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(5) The Board shall review the financial reports containing the disclosure and
analysis of the execution of the continuing connected transactions on a
semi-annual basis. The review will mainly include whether the Group and relevant
connected persons follow the continuing connected transaction agreements
(including the prescribed pricing mechanism thereunder) during the year or half
of the year and whether the actual transaction amounts incurred between the
Group and relevant connected persons are within the annual caps as approved at
the general meeting of the Company (if applicable). The annual reports and
interim reports of the Company will disclose the information on the deposit and
loan transactions between the Group and CNPC Finance as well;
(6) 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
Company are conducted (i) in the ordinary and usual course of business of the
Group; (ii) on normal commercial terms or better; (iii) according to the
relevant agreements the terms of which are fair and reasonable and in the
interest of the Company and the Shareholders as a whole;
(7) The audit committee of the Board shall conduct review on the annual report
and interim report which include the disclosure and analysis of the
implementation of the continuing connected transactions;
(8) The external auditors of the Company shall report on the continuing
connected transactions of the Company every year and issue a letter to the Board
in respect of the continuing connected transactions of the Company in accordance
with the regulatory rules of places where the Company is listed and prepare
special report on the connected transactions between the Group and CNPC Finance
(such as deposit, loan and other financial transactions); and
(9) The Supervisory Committee 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 of the Company twice a year. The Supervisory Committee 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.
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4. GENERAL INFORMATION
4.1 Information on the Company
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.
4.2 Information on CNPC
As at the Latest Practicable Date, CNPC holds approximately 82.62% equity
interests in the Company (including the 291,518,000 H shares indirectly held by
CNPC through Fairy King Investments Limited, an overseas wholly-owned subsidiary
of CNPC, representing approximately 0.16% of the total issued Shares of the
Company), thus CNPC is the controlling shareholder and a connected person of the
Company. CNPC is a petroleum and petrochemical conglomerate that was formed in
the wake of the restructuring launched by the State Council to restructure the
predecessor of CNPC, China National Petroleum Company (), in July 1998. CNPC is
also a state-authorized investment corporation and state-owned enterprise. CNPC
is an integrated energy corporation with businesses covering domestic and
foreign exploration and development of oil, gas and new energy, marketing of
refining, petrochemical and new materials, maintenance and service, capital and
finance.
4.3 Information on CNPC Finance
As at the Latest Practicable Date, CNPC Finance is owned as to 40% by CNPC, 32%
by the Company and 28% indirectly 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
- 63 -
the Group, internal fund transfer and settlement, relevant
internal settlement and clearance plans designing related to
members of the CNPC and the Group and, 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.
5. INDEPENDENT SHAREHOLDERS' APPROVAL
Pursuant to the HKEx Listing Rules, the Non-Exempt Continuing Connected
Transactions and their proposed annual caps shall be approved by the Independent
Shareholders at the EGM. Any Shareholder with a material interest in the
transactions and its associates will abstain from voting on the relevant
resolutions.
CNPC and its associates will abstain from voting on the relevant resolutions. To
the knowledge of the Company and its Directors, as at the Latest Practicable
Date, CNPC and its associates hold 150,923,565,570 A Shares and 291,518,000 H
Shares, representing approximately 82.62% of the total issued share capital of
the Company.
6. PROPOSED ELECTION AND APPOINTMENT OF A DIRECTOR
The Board has proposed to elect and appoint Mr. Zhang Daowei as Director
candidate of the Company. The proposal will be put forward to the Shareholders
for review and approval by way of ordinary resolution at the EGM. The terms of
office of Mr. Zhang Daowei, if elected, will commence from the resolution being
approved by Shareholders at the EGM until the expiry of the term of the ninth
session of the Board. His emoluments will be fixed by the Board pursuant to the
authorization granted by the Shareholders by reference to his duties and
responsibilities, performance and the results of the Group and the market
overall situation.
The biographical details of Mr. Zhang Daowei are set out below:
Mr. Zhang Daowei, aged 50, is a senior vice president of the Company and a
member of the Party committee and vice general manager of CNPC. Mr. Zhang is a
professor-level senior engineer with a doctorate degree. Since December 2015, he
has successively served as the deputy general manager and executive deputy
general manager of the Qinghai Oilfield Branch, the Party secretary, general
manager and executive director of Southwest Oilfield Branch, general manager of
the Exploration and Production Branch, general manager of the Crude Oil
Marketing Branch, executive director of the Exploration and Production Branch
and executive director of Oil, Gas and New Energy Branch. He was appointed as a
vice president of the Company in June 2022, a member of the Party committee and
vice general manager of CNPC in May 2023 and a senior vice president of the
Company in June 2023.
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Save as disclosed above, as at the Latest Practicable Date, Mr. Zhang Daowei (i)
has not held any directorship in any other listed companies in the past three
years; (ii) does not have any relationship with any other Director, Supervisor,
senior management, substantial shareholder or controlling shareholder of the
Company; and (iii) does not have any interest in the Shares within the meaning
of Part XV of the SFO.
Save as disclosed above, as at the Latest Practicable Date, there is no
information on Mr. Zhang Daowei that needs to be disclosed pursuant to Rule
13.51(2)(h) to (v) of the HKEx Listing Rules and there are no other matters that
need to be brought to the attention of the Shareholders.
7. PROPOSED AMENDMENTS TO THE RULES OF PROCEDURES AND
ORGANIZATION OF SUPERVISORY COMMITTEE
The Supervisory Committee has considered and approved the resolution on proposed
amendments to the rules of procedures and organization of Supervisory Committee,
and it was approved that such proposed amendments be submitted to the EGM for
consideration. The name of the rules of procedures and organization of
Supervisory Committee has been changed to the rules of procedures of Supervisory
Committee, and the proposed amendments are set out as follows:
Original articles Revised articles after the proposed
amendments Article 1 Article 1
In order to further improve the corporate governance structure of the Company,
standardize the procedure and voting procedures of the Supervisory Committee of
the Company, and improve the supervision mechanism of the Company, these rules
are formulated in accordance with the Company Law of the People's Republic of
China (hereinafter referred to as the "Company Law"), the Articles of
Association of Listed Companies Abroad, the Guidelines for the Articles of
Association of Listed Companies (revised in 2006), the Guidelines for the
Governance of Listed Companies and other relevant laws and regulations of the
places where the company are listed and the Articles of Association of
PetroChina Company Limited (hereinafter referred to as the "Articles of
Association"), and with reference to the Model Rules of Procedure for the
Supervisory Committee of Listed Companies of Shanghai Securities Exchange. In
order to further improve the corporate governance structure of the Company,
standardize the procedure and voting procedures of the Supervisory Committee of
the Company, and improve the supervision mechanism of the Company, these rules
are formulated in accordance with the Company Law of the People's Republic of
China (hereinafter referred to as the "Company Law"), the Articles of
Association of Listed Companies Abroad, the Guidelines for the Articles of
Association of Listed Companies (revised in 2006), the Guidelines for the
Governance of Listed Companies and other relevant laws and regulations of the
places where the company are listed and the Articles of Association of
PetroChina Company Limited (hereinafter referred to as the "Articles of
Association"), and with reference to the Model Rules of Procedure for the
Supervisory Committee of Listed Companies of Shanghai Securities Exchange the
Guidelines of the Supervisory Committee of Listed Companies.
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Original articles Revised articles after the proposed
amendments Article 3 Article 3
According to relevant laws, administrative regulations, the Articles of
Association and other relevant regulations, the Supervisory Committee will focus
on supervising the Company's financial activities and the behaviors of the
Company's directors, president, senior vice president, vice president, chief
financial officer and other senior management personnel in performing their
duties in order to ensure that the Company's assets and shareholders' rights and
interests are not infringed upon. According to relevant laws, administrative
regulations, the Articles of Association and other relevant regulations, the The
Supervisory Committee will focus on supervising check the Company's financial
activities financial affairs and supervise behaviors of the Company's directors,
president, senior vice president, vice president, chief financial officer and
other senior management personnel in performing their duties in order to ensure
that the Company's assets and shareholders' rights and interests are not
infringed upon legally performing their duties, exercising other functions and
powers stipulated in the Articles of Association, and safeguard the legitimate
rights and interests of the Company and its shareholders.
Article 5 Article 5
Supervisors recommended by shareholders shall be elected and removed at general
meeting. Employee representative supervisors shall be democratically elected and
removed by the employees of the Company. Directors, presidents, senior vice
presidents, vice presidents, chief financial officer and other senior management
personnel shall not concurrently serve as supervisors. The term of office of
supervisors is three years, and the supervisor may be re-elected. The term of
office of supervisors shall be calculated from the date of approval at the
general meeting.
If the supervisor fails to be re-elected in time after the expiration of his/her
term of office, or if the resignation of the supervisor during his/her term of
office results in the number of members of the Supervisory Committee being lower
than the quorum, the original supervisor shall still perform the duties of
supervisor in accordance with the provisions of laws, administrative regulations
and the Articles of Association before the re-elected supervisor takes office.
Supervisors recommended by shareholders shall be elected and removed at general
meeting. Employee representative supervisors shall be democratically elected and
removed by the employees of the Company. Directors, presidents, senior vice
presidents, vice presidents, chief financial officer and other senior management
personnel shall not concurrently serve as supervisors. The term of office of
supervisors is three years, and the supervisor may be re-elected. The term of
office of supervisors shall be calculated from the date of approval at the
general meeting appointment.
If the supervisor fails to be re-elected in time after the expiration of his/her
term of office, or if the resignation of the supervisor during his/her term of
office results in the number of members of the Supervisory Committee being lower
than the quorum, the original supervisor shall still perform the duties of
supervisor in accordance with the provisions of laws, administrative regulations
and the Articles of Association before the re-elected supervisor takes office.
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Original articles Revised articles after the proposed amendments Article 7 Article 7
In addition to meeting the qualifications stipulated in the Company Law and the
Articles of Association, supervisors shall also meet the following conditions:
(1) familiar with and able to implement the relevant laws, administrative
regulations and rules and regulations of PRC;
(2) safeguarding the rights and interests of shareholders in accordance with the
law and having a high sense of responsibility for preserving and increasing the
value of the Company's assets;
(3) having knowledge of finance, accounting, auditing, capital operation, law
and macro-economy, being familiar with the Company's management and rules and
regulations, and having many years of relevant working experience;
(4) adhering to principles, fairness, honesty and self-discipline, loyal to
their duties;
(5) having a strong comprehensive analysis and judgment ability. In addition to
meeting the qualifications stipulated in the Company Law and the Articles of
Association, supervisors shall also meet the following conditions:
(1) familiar with and able to implement the relevant laws, administrative
regulations and rules and regulations of PRC;
(2) safeguarding the rights and interests of shareholders in accordance with the
law and having a high sense of responsibility for preserving and increasing the
value of the Company's assets;
(3) having knowledge of finance, accounting, auditing, capital operation, law
and macro-economy, being familiar with the Company's management and rules and
regulations, and having many years of relevant working experience;
(4) adhering to principles, fairness and justice, honesty and self-discipline,
loyal to their duties;
(5) having a strong comprehensive analysis and judgment ability.
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Original articles Revised articles after the proposed amendments Article 9 Article 9
The Supervisory Committee shall be responsible to the general meeting and shall
exercise the following functions and powers according to law:
(1) to review the Company's regular reports prepared by the board of directors
and put forward written examination opinions;
(2) to check the Company's financial affairs;
(3) to supervise the acts of directors, president, senior vice president, vice
president, chief financial officer and other senior management personnel of the
Company in performing their duties, and proposing the removal of the aforesaid
personnel when violating the law, administrative regulations, the Articles of
Association or resolutions of the general meeting;
(4) when the acts of the directors, president, senior vice president, vice
president, chief financial officer and other senior management personnel of the
Company harm the interests of the Company, the aforesaid personnel shall be
required to make correction;
(5) to review the financial reports, business reports, profit distribution plans
and other financial information to be submitted by the board of directors to the
general meeting, and to entrust certified public accountants and practicing
auditors in the name of the Company to assist in the review if any doubt is
found;
(6) to propose the convening of an extraordinary general meeting, and convene
and preside over the general meeting when the board of directors fails to
perform its duties of convening and presiding over the general meeting as
stipulated in the Company Law;
(7) to submit proposals to the general meeting; The Supervisory Committee shall
be responsible to the general meeting and shall exercise the following functions
and powers according to law:
(1) to review the Company's regular reports prepared by the board of directors
and put forward written examination opinions;
(2) to check the Company's financial affairs;
(3) to supervise the acts of directors, president, senior vice president, vice
president, chief financial officer and other senior management personnel of the
Company in performing their duties, and proposing the removal of the aforesaid
personnel the directors and senior management personnel when violating the law,
administrative regulations, the Articles of Association or resolutions of the
general meeting;
(4) when the acts of the directors, president, senior vice president, vice
president, chief financial officer and other senior management personnel of the
Company harm the interests of the Company, the directors and senior management
personnel shall be required to make correction;
(5) to review the financial reports, business reports, profit distribution plans
and other financial information to be submitted by the board of directors to the
general meeting, and to entrust certified public accountants and practicing
auditors in the name of the Company to assist in the review if any doubt is
found;
(6) to propose the convening of an extraordinary general meeting, and convene
and preside over the general meeting when the board of directors fails to
perform its duties of convening and presiding over the general meeting as
stipulated in the Company Law;
(7) to submit proposals to the general meeting;
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Original articles Revised articles after the proposed amendments
(8) to negotiate with directors on behalf of the Company or bring lawsuits
against directors, president, senior vice president, vice president, chief
financial officer and other senior management personnel in accordance with
Article 152 of the Company Law;
(9) to carry out investigation when abnormal company operation is found;
(10) to conduct an annual review on the practice performance of external
auditors together with the audit committee of the board of directors, and to
make recommendations to the general meeting on engagement, re-engagement and
removal of external auditors and their audit service fees;
(11) to supervise the compliance of related party transactions;
(12) other functions and powers stipulated in the Articles of Association.
Supervisors attend the board meeting as nonvoting delegates.
(8) to negotiate with directors on behalf of the Company or bring lawsuits
against directors, president, senior vice president, vice president, chief
financial officer and other senior management personnel in accordance with
Article 152 Article 151 of the Company Law;
(9) to carry out investigation when abnormal company operation is found;
(10) to conduct an annual review on the practice performance of external
auditors together with the audit committee of the board of directors, and to
make recommendations to the general meeting on engagement, re-engagement and
removal of external auditors and their audit service fees;
(10) to supervise the compliance of related party transactions;
(11) other functions and powers stipulated in the Articles of Association.
Supervisors attend the board meeting as nonvoting delegates and can raise
questions or suggestions on matters decided by the board of directors.
Article 10 Article 10
Supervisors have the right and interest to know and inquire about the Company's
operation. When necessary, the Supervisory Committee can independently employ
intermediary agencies to help them perform their duties. Supervisors have the
right power to know and inquire about the Company's operation. When necessary,
the Supervisory Committee can independently employ intermediary agencies to help
them perform their duties.
Article 11 Article 11
The chairman of the Supervisory Committee, shall exercise the following duties
and powers according to law:
(1) convening and presiding over meetings of the
Supervisory Committee;
(2) responsible for the daily work of the Supervisory Committee; The chairman of
the Supervisory Committee, shall exercise the following duties and powers
according to law:
(1) convening and presiding over meetings of the
Supervisory Committee;
(2) responsible for the daily work of the
Supervisory Committee;
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Original articles Revised articles after the proposed amendments
(3) reviewing and approving and signing the report of the Supervisory Committee
and other important documents;
(4) checking the implementation of the resolutions of the Supervisory Committee;
(5) to make work reports to the general meeting on behalf of the Supervisory
Committee;
(6) according to the needs of supervision and inspection, may attend or appoint
other supervisors and office personnel of the Supervisory Committee to attend
relevant meetings of the Company;
(7) other duties that shall be performed by the chairman of the Supervisory
Committee. (3) reviewing and approving and signing the report of the Supervisory
Committee and other important documents;
(4) checking the implementation of the resolutions of the Supervisory Committee;
(5) to make produce work reports to the general meeting on behalf of the
Supervisory Committee;
(6) according to the needs of supervision and inspection, may attend or appoint
other supervisors and office personnel of the Supervisory Committee to attend
relevant meetings of the Company;
(7) other duties that shall be performed by the chairman of the Supervisory
Committee.
Article 12 Article 12
Establish a normal supervision system for the Company's financial affairs, and
the Supervisory Committee will regularly or irregularly inspect the Company's
financial situation, including the following ways:
(1) to check the Company's financial reports, audit reports, accounting
vouchers, accounting books and other financial and accounting information as
well as other information related to the operation and management activities.
The financial department of the Company shall report the monthly, quarterly,
semi-annual and annual financial reports and their analysis and explanation to
the office of the Supervisory Committee on the second business day after the
work completed in order to master the financial situation of the Company. The
financial personnel shall have the obligation to explain the doubts found by the
Supervisory Committee in the financial report to the inspectors and make written
explanations when necessary. Relevant departments and personnel shall not
refuse, conceal, or falsify reports. Establish a normal supervision system for
the Company's financial affairs, and the Supervisory Committee will regularly or
irregularly inspect the Company's financial situation, including the following
ways:
(1) to check the Company's financial reports, audit reports, accounting
vouchers, accounting books and other financial and accounting information as
well as other information related to the operation and management activities.
The financial department of the Company shall report the monthly, quarterly,
semi-annual and annual financial reports and their analysis and explanation to
the office of the Supervisory Committee on the second business day after the
work completed in order to master the financial situation of the Company. The
financial personnel shall have the obligation to explain the doubts found by the
Supervisory Committee in the financial report to the inspectors and make written
explanations when necessary. Relevant departments and personnel shall not
refuse, conceal, or falsify reports.
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Original articles Revised articles after the proposed amendments
(2) to listen to the reports of the Company's chief financial officer on
finance, asset status and operation and management, and to participate in
relevant financial meetings held by the Company.
(3) to go deep into the subordinate units of the company, conduct investigations
and on-site inspections, and if problems are found, require the person in charge
of the company to explain the relevant problems. When necessary, social
intermediary organizations can be employed to carry out audit investigations.
(4) at least once every six months to listen to the relevant work report of
financial, auditing, accounting firms, human resource, discipline inspection and
supervision departments and units. (2) to listen to the reports of the Company's
chief financial officer on finance, asset status and operation and management,
and to participate in relevant financial meetings held by the Company.
(3) to go deep into the subordinate units of the company, conduct investigations
and on-site inspections, and if problems are found, require the person in charge
of the company to explain the relevant problems. When necessary, social
intermediary organizations can be employed to carry out audit investigations.
(4) at least once every six months to listen to the relevant work report of
financial, auditing, accounting firms, human resource, discipline inspection,
accounting firms and supervision departments and units regularly.
Article 13 Article 13
The Supervisory Committee may perform its duties by holding hearings, financial
sampling audit investigations, supervisors' inspections, special investigations,
etc. The Supervisory Committee may perform its duties by holding hearings,
financial sampling audit investigations, supervisors' inspections, special
investigations, etc.
Article 19 Article 19
When members of the Supervisory Committee have achieved outstanding results in
supervision and inspection and made important contributions to safeguarding the
interests of the Company and shareholders, the Company shall be advised to
provide rewards. When members of the Supervisory Committee have achieved
outstanding results in supervision and inspection and made important
contributions to safeguarding the interests of the Company and shareholders, the
Company shall be advised to may provide rewards.
Article 20 Article 20
The directors, president, senior vice president, vice president, chief financial
officer and other senior management personnel of the Company shall provide
necessary assistance for supervisors to perform their duties normally, and shall
not interfere or obstruct. All relevant departments of the Company, professional
companies and regional companies shall actively support and closely cooperate
with the work of the Supervisory Committee, truthfully provide relevant
information and materials, and shall not refuse, conceal or falsify reports. The
directors, president, senior vice president, vice president, chief financial
officer and other senior management personnel of the Company shall provide
necessary assistance for supervisors to perform their duties normally, and shall
not interfere or obstruct. All relevant departments of the Company, professional
companies and regional companies shall actively support and closely cooperate
with the work of the Supervisory Committee, truthfully provide relevant
information and materials, and shall not refuse, conceal or falsify reports.
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Original articles Revised articles after the proposed amendments Article 23 Article 23
Under any of the following circumstances, the Supervisory Committee shall
convene an extraordinary meeting within ten days:
(1) when any supervisor proposes to convene the meeting;
(2) when the general meetings and the meetings of the board of directors have
passed resolutions that violates the regulations and requirements of law, rules,
regulations, regulatory authorities, the Articles of Association, resolutions of
the general meeting and other relevant provisions;
(3) when the misconduct of director, president, senior vice president, vice
president, chief financial officer and other senior management personnel, may
cause significant damage to the company or adverse effects in the market;
(4) when directors, supervisors, presidents, senior vice presidents, vice
presidents, chief financial officer and other senior management personnel are
sued by shareholders;
(5) when the Company, directors, supervisors, presidents, senior vice
presidents, vice presidents, chief financial officer and other senior management
personnel are punished by the securities regulatory authorities or publicly
condemned by the exchanges where the Company is listed;
(6) when the securities regulatory authorities request the convening of the
meeting;
(7) other circumstances stipulated in this Articles of Association;
(8) other circumstances under which the Supervisory Committee considers it is
necessary to convene an extraordinary meeting. Under any of the following
circumstances, the Supervisory Committee shall convene an extraordinary meeting
within ten days:
(1) when any supervisor proposes to convene the meeting;
(2) when the general meetings and the meetings of the board of directors have
passed resolutions that violates the regulations and requirements of law, rules,
regulations, regulatory authorities, the Articles of Association, resolutions of
the general meeting and other relevant provisions;
(3) when the misconduct of director, president, senior vice president, vice
president, chief financial officer and other senior management personnel, may
cause significant damage to the company or adverse effects in the capital
market;
(4) when the Company, directors, supervisors, presidents, senior vice
presidents, vice presidents, chief financial officer and other senior management
personnel are sued by shareholders;
(5) when the Company, directors, supervisors, presidents, senior vice
presidents, vice presidents, chief financial officer and other senior management
personnel are punished by the securities regulatory authorities or publicly
condemned by the exchanges where the Company is listed;
(6) when the securities regulatory authorities request the convening of the
meeting;
(7) other circumstances stipulated in this the
Articles of Association;
(8) other circumstances under which the Supervisory Committee considers it is
necessary to convene an extraordinary meeting.
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Original articles Revised articles after the proposed amendments Article 24 Article 24
When a supervisor proposes to convene an extraordinary meeting of the
Supervisory Committee, a written proposal signed by the proposing supervisor
shall be submitted through the office of the Supervisory Committee or directly
to the chairman of the Supervisory Committee. The written proposal shall include
the following items:
(1) the name of the proposed supervisor;
(2) the reason for the proposal or the objective matters on which the proposal
is based;
(3) the proposed time or time limit, location, and method of convening the
meeting;
(4) the clear and specific proposals;
(5) the contact information of the proposed supervisor and proposal date. When a
supervisor proposes to convene an extraordinary meeting of the Supervisory
Committee, a written proposal signed by the proposing supervisor shall be
submitted through the office of the Supervisory Committee or directly to the
chairman of the Supervisory Committee. The written proposal shall include the
following items:
(1) the name of the proposed supervisor;
(2) the reason for the proposal or the objective matters on which the proposal
is based;
(3) the proposed time or time limit, location, and method of convening the
meeting;
(4) the clear and specific proposals;
(5) the contact information of the proposed supervisor and proposal date.
Within three days after receiving a written proposal from a supervisor, the
office of the Supervisory Committee or the chairman of the Supervisory Committee
shall issue a notice to convene an extraordinary meeting of the Supervisory
Committee. Within three business days after receiving a written proposal from a
supervisor, the office of the Supervisory Committee or the chairman of the
Supervisory Committee shall issue a notice to convene an extraordinary meeting
of the Supervisory Committee.
Article 25 Article 25
The meetings of the Supervisory Committee shall be convened and presided over by
chairman of the Supervisory Committee. If chairman of the Supervisory Committee
is unable or fails to perform his or her duties, a supervisor jointly elected by
more than half of the supervisors shall convene and preside over the meetings.
The meetings of the Supervisory Committee shall be convened and presided over by
chairman of the Supervisory Committee. If chairman of the Supervisory Committee
is unable or fails to perform his or her duties, a supervisor jointly elected by
more than half of the supervisors shall convene and preside over the meetings.
Presiding Officer shall, on the proposal of the supervisors, require directors,
presidents, senior vice presidents, vice presidents, chief financial officer and
other senior management personnel, other employees of the Company or relevant
personnels of intermediary institutions to attend the meetings to receive
inquiries. Presiding Officer shall, on the proposal of the supervisors, require
directors, presidents, senior vice presidents, vice presidents, chief financial
officer and other senior management personnel, other employees of the Company or
relevant personnels of intermediary institutions to attend the meetings to
receive inquiries.
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Original articles Revised articles after the proposed amendments
The secretary of the board of directors shall attend the meetings of the
Supervisory Committee. The secretary of the board of directors shall attend the
meetings of the Supervisory Committee.
Article 26 Article 26
The meetings of the Supervisory Committee shall be
held only when more than half of the supervisors
are present in person.
The resolutions of the Supervisory Committee shall be passed by more than
two-thirds of the members of the Supervisory Committee through voting.
The voting at the Supervisory Committee meeting shall be carried out in the form
of one person, one vote, and in writing. The voting intentions of supervisors
are divided into agree, disagree, and abstain. The meetings of the Supervisory
Committee shall be held only when more than half of the supervisors are present
in person.
The resolutions of the Supervisory Committee shall be passed by more than
two-thirds of the members of the Supervisory Committee through voting.
The voting at the Supervisory Committee meeting shall be carried out in the form
of one person, one vote, and in writing. The voting intentions of supervisors
are divided into agree, disagree, and abstain.
Article 27 Article 27
To convene a meeting of the Supervisory Committee, the office of the Supervisory
Committee shall issue a written notice ten days in advance and submit it to all
supervisors by direct delivery, fax, express mail, registered mail or other
means. In case other than direct delivery, it shall also be confirmed by
telephone and the corresponding record keeping shall be made. Documents to be
discussed at the meeting shall be delivered to all supervisors at least seven
business days in advance. To convene a meeting of the Supervisory Committee, the
office of the Supervisory Committee shall issue a written notice ten days in
advance To convene a regular or extraordinary meeting of the Supervisory
Committee, the office of the Supervisory Committee shall issue a written notice
ten and five days in advance respectively and submit it to all supervisors by
direct delivery, fax, express mail, registered mail or other means. In case
other than direct delivery, it shall also be confirmed by telephone and the
corresponding record keeping shall be made. Documents to be discussed at the
meeting shall be delivered to all supervisors at least seven business days for
regular meeting and three days for extraordinary meeting in advance.
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Original articles Revised articles after the proposed amendments Article 28 Article 28
The meeting of the Supervisory Committee shall be held in the form of
tele-conference or with the aid of similar communication equipment, and all
supervisors attending the meeting shall be deemed to have attended the meeting
in person. When voting by correspondence, supervisors shall fax their written
opinions and voting intentions on the matters under consideration to the office
of the Supervisory Committee after signing and confirming. Supervisors should
not only state their voting opinions without their written opinions or voting
reasons. The meeting of the Supervisory Committee may be held in the form of
video-conference, tele-conference or with the aid of similar communication
equipment, and all supervisors attending the meeting shall be deemed to have
attended the meeting in person. When voting by correspondence, supervisors shall
fax return their written opinions and voting intentions on the matters under
consideration to the office of the Supervisory Committee after signing and
confirming. Supervisors should not only state their voting opinions without
their written opinions or voting reasons.
Article 29 Article 29
If the Supervisory Committee has distributed the contents of the proposed
resolution to all supervisors in writing and the number of supervisors who have
signed resolution has reached the number required to make a decision as
stipulated in Article 26 of these Rules, an effective resolution can be formed
for the matters that need to be voted by the extraordinary meeting of the
Supervisory Committee, and a meeting of the Supervisory Committee is not
required to convene. If the Supervisory Committee has distributed the contents
of the proposed resolution to all supervisors in writing and the number of
supervisors who have signed resolution has reached the number required to make a
decision as stipulated in Article 26 of these Rules, an effective resolution can
be formed for the matters that need to be voted by the extraordinary meeting of
the Supervisory Committee, and a physical meeting of the Supervisory Committee
is not required to convene.
Article 33 Article 33
Supervisors shall attend the meeting of the Supervisory Committee in person. If
the supervisor is unable to attend for some reason, he or she may entrust other
supervisors to attend on his or her behalf in writing. The power of attorney
shall specify scope of authorization. The Supervisory Committee shall request
the general meeting of shareholders to replace supervisor who did not attend the
meetings of the Supervisory Committee twice consecutively nor did he or she
entrust other supervisors to exercise his or her powers on his or her behalf.
Supervisors shall attend the meeting of the Supervisory Committee in person. If
the supervisor is unable to attend for some reason, he or she may entrust other
supervisors to attend on his or her behalf in writing. The power of attorney
shall specify scope of authorization and voting intention. The Supervisory
Committee shall request the general meeting or employee representative meeting
to replace supervisor who did not attend the meetings of the Supervisory
Committee twice consecutively nor did he or she entrust other supervisors to
exercise his or her powers on his or her behalf.
Article 34 Article 34
A supervisor may resign before the expiration of his or her term of office, and
a written resignation report shall be submitted to the Supervisory Committee. A
supervisor may who resigns before the expiration of his or her term of office,
and shall submit a written resignation report shall be submitted to the
Supervisory Committee.
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Original articles Revised articles after the proposed amendments Article 37 Article 37
The files of the Supervisory Committee meeting, including the meeting notice and
meeting materials, meeting attendance book, meeting recording materials, voting
tickets, meeting record keeping signed and confirmed by the supervisors
attending the meeting, resolution announcement, etc., shall be kept by a special
person. The files of the Supervisory Committee meeting, including the meeting
notice and meeting materials, meeting attendance book, meeting recording
materials, voting tickets, meeting record keeping signed and confirmed by the
supervisors attending the meeting, resolution announcement, etc., shall be kept
by a special person.
The files of the Supervisory Committee meeting shall be preserved for more than
10 years. The files of the Supervisory Committee meeting shall be preserved as
Company files for more than 10 years.
Article 38 Article 38
All supervisors of the Supervisory Committee have the right to obtain the
Company information needed to perform their duties. The supervisors obtain
information mainly through the office of the Supervisory Committee. (Deleted)
Article 39 Article 39
Daily communication of information. The office of the Supervisory Committee
shall provide all supervisors with relevant reports and materials currently
available in the Company. (Deleted)
In addition, the Company's important conference report, the Company's files with
respect to management system and management policy and reports of other major
events should be communicated by the office of the Supervisory Committee with
the office of the president of the Company and delivered to all supervisors
timely.
Article 40 Article 38
The office of the Supervisory Committee is established under the Supervisory
Committee. The office of the Supervisory Committee is the daily administrative
body of the Supervisory Committee, equipped with a number of directors, deputy
directors, department level and below employees who understand financial,
auditing, legal and other professional knowledge. The office of the Supervisory
Committee is established under the Supervisory Committee. The office of the
Supervisory Committee is the daily administrative body of the Supervisory
Committee, equipped with a number of directors, deputy directors, department
level and below employees who understand are equipped with financial, auditing,
legal and other professional knowledge.
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Original articles Revised articles after the proposed amendments Article 41 Article 39
The duties of the office of the Supervisory Committee are:
(1) to be responsible for preparing and organizing meetings of the Supervisory
Committee, preparing meeting documents, arranging relevant meetings, and being
responsible for the accuracy of meeting records;
(2) to keep the meeting documents and records, to master the implementation of
relevant resolutions of the Supervisory Committee, and reminding chairman of the
Supervisory Committee to communicate with the board of directors and make
suggestions on important issues that need to be considered by the Supervisory
Committee before the relevant board of directors is convened;
(3) to actively organize and carry out research work, timely and accurate grasp
of the situation, provide accurate basis for the implementation of supervision
by the Supervisory Committee;
(4) when the Supervisory Committee considers necessary to hire independent
accounting firm to conduct auditing, it shall be responsible for the
recommendation of the accounting firm to be engaged and the coordination and
liaison work during the auditing period;
(5) to be responsible for coordinating the collection of required information by
the Supervisory Committee and supervisors;
(6) to be responsible for the contact with various departments of the Company's
organs and the accounting firm employed by the Company, and to do a good job of
communication; The duties of the office of the Supervisory Committee are:
(1) to be responsible for preparing and organizing meetings of the Supervisory
Committee, preparing meeting documents, arranging relevant meetings, and being
responsible for the accuracy of meeting records;
(2) to keep the meeting documents and records, to master the implementation of
relevant resolutions of the Supervisory Committee, and reminding chairman of the
Supervisory Committee to communicate with the board of directors and make
suggestions on important issues that need to be considered by the Supervisory
Committee before the relevant board of directors is convened submit review
opinions of the Supervisory Committee timely before the convening of the board
of directors meeting;
(3) to actively organize and carry out research work, timely and accurate grasp
of the situation, provide accurate basis for the implementation of supervision
by the Supervisory Committee;
(4) when the Supervisory Committee considers necessary to hire independent
accounting firm to conduct auditing, it shall be responsible for the
recommendation of the accounting firm to be engaged and the coordination and
liaison work during the auditing period;
(5) to be responsible for coordinating the collection of required information by
the Supervisory Committee and supervisors;
(6) to be responsible for the contact with various departments of the Company's
organs and the accounting firm employed by the Company, and to do a good job of
communication;
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Original articles Revised articles after the proposed amendments
(7) to be responsible for the research of the Supervisory Committee on the
supervision policies and the supervision mechanism of the Company, and to
provide relevant information and research reports to the members of the
Supervisory Committee timely;
(8) to be responsible for the confidentiality of sensitive information of the
Company within the scope of the Supervisory Committee, and to formulate
corresponding confidentiality systems and measures;
(9) other daily affairs that the Supervisory Committee needs to carry out. to be
responsible for the research of the Supervisory Committee on the supervision
policies and the supervision mechanism of the Company, and to provide relevant
information and research reports to the members of the Supervisory Committee
timely;
(8) to be responsible for the confidentiality of sensitive information of the
Company within the scope of the Supervisory Committee, and to formulate
corresponding confidentiality systems and measures;
(9) other daily affairs that the Supervisory Committee needs to carry out.
* The rules of procedures and organization of Supervisory Committee is written
in Chinese without an official English version. Therefore, the English
translation above is for reference only. In case of inconsistency, the Chinese
version shall prevail.
Following the above amendments, the number of articles of the rules of
procedures of Supervisory Committee will decrease from 44 to 42 and other
articles will be renumbered accordingly.
8. THE EGM
The Company will convene the EGM at 9 a.m. on Thursday, 9 November 2023 at
V-Continent Wuzhou Hotel, No. 8 North 4th Circle Middle Road, Chaoyang District,
Beijing, the PRC to review, consider and, if thought fit, to approve the New
Comprehensive Agreement, the Financial Services Agreement and the proposed
annual caps in respect of the Non-Exempt Continuing Connected Transactions, the
proposed election and appointment of a director and the proposed amendments to
the rules of procedures and organization of Supervisory Committee. The notice of
EGM is set out on pages 132 to 135 of this circular.
The proxy form and reply slip for use at the EGM is enclosed with this circular.
Whether or not you are able to attend the EGM, please complete the proxy form
and return the same in accordance with the instructions printed thereon. To be
valid, for holders of A Shares, the proxy form, together with the notarized
power of attorney or other document of authorization (if any), must be delivered
to the Board of Directors Office at Room 0612, Block C, PetroChina Building,
No.9 Dongzhimen North Street, Dongcheng District, Beijing, PRC (Postal code:
100007) not less than 24 hours before the time appointed for the EGM (i.e., by
no later than 9:00 a.m. on
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Wednesday, 8 November 2023). To be valid, for holders of H Shares, the above
documents must be delivered to Hong Kong Registrars Limited, 17M Floor, Hopewell
Centre, 183 Queen's Road East, Wanchai, Hong Kong within the same period.
Holders of H Shares whose names appear on the register of members of the Company
on Thursday, 9 November 2023 are entitled to attend the EGM. The register of
members of H Shares of the Company will be closed from Tuesday, 10 October 2023
to Thursday, 9 November 2023 (both days inclusive), during which period no share
transfer of H Shares will be registered. In order to qualify for attending and
voting at the EGM, holders of H Shares must lodge all transfer documents
together with the relevant share certificates at Hong Kong Registrars Limited,
at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai,
Hong Kong for registration at or before 4:30 p.m. on Monday, 9 October 2023.
The Articles of Association provide that Shareholders who intend to attend the
EGM shall lodge a written reply 20 days before the date of the EGM (the "Reply
Date"). In case the written replies received by the Company from the
Shareholders indicating their intention to attend the EGM represent no more than
one half of the total number of voting Shares, the Company shall within five
days from the Reply Date inform the Shareholders of the proposed matters for
consideration at the EGM and the date and venue of the EGM by way of
announcement again. The EGM may be convened after the publication of such
announcement.
You are urged to complete and return the proxy form and reply slip whether or
not you intend to attend the EGM. Completion and return of the proxy form will
not preclude you from attending and voting at the EGM (or any subsequent
meetings following the adjournments thereof) should you wish to do so.
9. VOTES TO BE TAKEN BY POLL
In accordance with the HKEx Listing Rules, any votes
of Shareholders at the EGM will be taken by poll.
10. RECOMMENDATIONS
Your attention is drawn to the letter from the Independent Board Committee,
which is set out on pages 81 to 82 of this circular, and which contains their
recommendation in respect of the New Comprehensive Agreement, the Financial
Services Agreement and the proposed annual caps in respect of the Non-Exempt
Continuing Connected Transactions.
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The advice of the Independent Financial Advisor on the fairness and
reasonableness of the terms and the proposed annual caps in respect of the
Non-Exempt Continuing Connected Transactions are set out on pages 83 to 125 of
this circular. The Independent Financial Advisor considers that the terms and
the proposed annual caps in respect of the Non-Exempt Continuing Connected
Transactions on the whole are fair and reasonable so far as the Shareholders are
concerned and are in the interests of the Company and the Shareholders as a
whole.
The Directors believe that the New Comprehensive Agreement, Financial Services
Agreement and the proposed annual caps of the Non-Exempt Continuing Connected
Transactions, the proposed election and appointment of a Director and the
proposed amendments to the rules of procedures and organization of Supervisory
Committee are in the interests of the Company and the Shareholders as a whole.
Accordingly, the Directors recommend that the Shareholders to vote in favor of
the resolutions set out in the notice of EGM.
11. MISCELLANEOUS
Your attention is drawn to the general information set out in the Appendices to
this circular.
By order of the Board
PetroChina Company Limited
Chairman of the Board
DAI Houliang
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PETROCHINA COMPANY LIMITED
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 857)
20 September 2023
Dear Shareholders
RENEWAL OF CONTINUING CONNECTED TRANSACTIONS WITH
CNPC AND CNPC FINANCE IN RESPECT OF 2024 TO 2026
We refer to the circular (the "Circular") dated 20 September 2023 of the Company
of which this letter forms a part. Terms defined in the Circular shall have the
same meanings when used herein.
As CNPC is the controlling shareholder of the Company, transactions between the
Group and CNPC/Jointly-held Entities constitute connected transactions of the
Company under the HKEx Listing Rules. As CNPC Finance is a subsidiary of CNPC,
transactions between the Group and CNPC Finance also constitute connected
transactions of the Company under the HKEx Listing Rules. The New Comprehensive
Agreement, the Financial Services Agreement and the proposed annual caps in
respect of the Non-Exempt Continuing Connected Transactions are subject to
approval from the Independent Shareholders.
In view of the interest of the Independent Shareholders, we have been appointed
by the Board to constitute the Independent Board Committee to consider and
advise the Independent Shareholders as to the fairness and reasonableness in
relation to the New Comprehensive Agreement, the Financial Services Agreement
and the proposed annual caps in respect of the Non-Exempt Continuing Connected
Transactions, details of which are set out in the letter from the Board in the
Circular. ICBC International has been appointed as the independent financial
advisor to advise the Independent Board Committee. We wish to draw your
attention to the letter from ICBC International as set out in the Circular.
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Having taken into account the information set out in the letter from the Board
in the Circular, and the principal factors, reasons and recommendations set out
in the letter from ICBC International, we consider the terms of the New
Comprehensive Agreement, the Financial Services Agreement and the proposed
annual caps in respect of the Non-Exempt Continuing Connected Transactions to be
fair and reasonable insofar as the Independent Shareholders are concerned and
believe that the New Comprehensive Agreement, the Financial Services Agreement
and the proposed annual caps in respect of the Non-Exempt Continuing Connected
Transactions are in the interests of the Company and the Shareholders as a
whole. At the same time, we are of the view that such transactions are in the
ordinary and usual course of business of the Group and have been entered into on
normal commercial terms or terms no less favorable to the Group than those with
independent third parties. Accordingly, we recommend that the Independent
Shareholders should vote in favor of the resolutions to be proposed at the EGM
to approve the New Comprehensive Agreement, the Financial Services Agreement and
the proposed annual caps in respect of the Non-Exempt Continuing Connected
Transactions.
Yours faithfully
Cai Jinyong Independent non-executive director
Jiang, Simon X.
Independent non-executive director
Zhang Laibin
Independent non-executive director
Hung Lo Shan Lusan
Independent non-executive director
Ho Kevin King Lun
Independent non-executive director
- 82 -
The following is the text of a letter from ICBC International for the purpose of
incorporation in this circular in connection with its advice to the Independent
Board Committee and the Independent Shareholders in connection with the terms
and the Proposed Annual Caps in respect of the Non-Exempt Continuing Connected
Transactions.
ICBC International Capital Limited
7/F, ICBC Tower 3 Garden Road, Central, Hong Kong
20 September, 2023
To the independent Board Committee and the
Independent Shareholders
Dear Sirs,
RENEWAL OF CAPS OF CONTINUING CONNECTED TRANSACTIONS
IN RESPECT OF 2024 TO 2026
1. INTRODUCTION
We refer to our engagement as the independent financial adviser to advise the
Independent Board Committee and the Independent Shareholders in respect of the
terms and the relevant Proposed Caps in connection with the Non-Exempt
Continuing Connected Transactions (the "Proposed Annual Caps") contemplated
under the New Comprehensive Agreement entered into between the Group and CNPC
and the Financial Service Agreement entered into between the Group and CNPC
Finance. Pursuant to the HKEx Listing Rules, the Non-Exempt Continuing Connected
Transactions are subject to, among other things, the approval of the Independent
Shareholders at the Extraordinary General Meeting. Details of the Continuing
Connected Transactions (including the Non-Exempt Connected Transactions and
terms of the relevant Proposed Annual Caps) are set out in the letter from the
board (the "Letter from the Board") contained in this circular to its
Shareholders dated 20 September 2023 (the "Circular") issued by the Company, of
which this letter forms part. Unless otherwise stated, terms used herein shall
have the same meanings as those defined in the Circular.
References are made to the circular of the Company dated 15 September 2020 in
relation to the Continuing Connected Transactions and the Prospectus dated 27
March 2000. At the extraordinary general meeting of the Company held on 5
November 2020, the Independent Shareholders approved the Continuing Connected
Transactions and the annual caps for the three years ending 31 December 2023.
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CNPC is the controlling shareholder of the Company and CNPC Finance is a
subsidiary of the Company's Controlling Shareholder, CNPC. By virtue of the
above, CNPC and CNPC Finance is a connected person of the Company under the HKEx
Listing Rules. Accordingly, the Non-Exempt Continuing Connected Transactions
between the Company and (i) CNPC; and (ii) CNPC Finance constitute non-exempt
continuing connected transactions of the Company under the Chapter 14A of the
HKEx Listing Rules and are subject to reporting, announcement and independent
shareholders' approval requirements under the HKEx Listing Rules.
The Company announced on 30 August 2023 that the Board has approved the Renewal
of Caps of Continuing Connected Transactions in Respect of 2024 to 2026. As the
Company would continue the Connected Transactions after 31 December 2023 and
therefore will, in accordance with the HKEx Listing Rules, comply with the
provisions of Chapter 14A of the HKEx Listing Rules in relation to the
Continuing Connected Transactions for the next three years (i.e. from 1 January
2024 to 31 December 2026), including disclosing further information in the
announcement and seeking approvals from the Independent Shareholders for the
Non-Exempt Continuing Connected Transactions (including the relevant Proposed
Annual Caps).
As stated in the Letter from the Board, the Audit Committee of the Board gave
advice to the Board about the New Comprehensive Agreement, the Financial Service
Agreement and Proposed Annual Caps of the Non-Exempt Continuing Connected
Transactions. The Board (including the independent non-executive directors) has
reviewed the advice and is of the view that such transactions are in the
ordinary course of business of the Company, and have been entered into on normal
commercial terms or terms no less favorable to the Company than those with
independent third parties. It is also of the view that such transactions are
fair and reasonable to, and in the interest of, the Company and the Shareholder
as a whole. On such basis, the Board suggests the Independent Shareholders of
the Company to consent to such transactions.
An Independent Board Committee, comprising the independent non-executive
Directors, namely, Mr. Cai Jinyong, Mr. Jiang, Simon X., Mr. Zhang Laibin, Ms.
Hung Lo Shan Lusan, and Mr. Ho Kevin King Lun, has been established by the
Company to advise the Independent Shareholders in connection with the terms and
the Proposed Annual Caps in respect of the Non-Exempt Continuing Connected
Transactions.
We, ICBC International, have been appointed as the independent financial adviser
to advise the Independent Board Committee and the Independent Shareholders as to
whether the Non-Exempt Continuing Connected Transactions are entered into on
normal commercial terms or terms no less favorable to the Company than those
with independent third parties, in the ordinary and usual course of business,
and the terms of transactions are fair and reasonable so far as the
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Independent Shareholders are concerned and are in the interest of, the Company
and the Shareholders as a whole, and whether the Proposed Annual Caps in respect
of the Non-Exempt Continuing Connected Transactions are reasonably determined.
2. BASIS OF OUR OPINION
In formulating our recommendation, we have relied, without assuming any
responsibility for independent verification, on the information, opinions and
facts supplied and representations made to us by the Directors and management of
the Company, who have assumed full responsibility for the accuracy of the
information contained in the Circular, and that any information and
representations made to us are true, accurate and complete in all material
respects as at the date hereof and that they may be relied upon. We have no
reason to doubt the truth, accuracy and completeness of the information and
representations provided to us by the Company. We have discussed with the
management of the Company regarding their plans and prospects of the Company. We
have also relied on certain information available to the public and have assumed
such information to be accurate and reliable, and we have not independently
verified the accuracy of such information. We have also assumed that statements
and representations made or referred to in the Circular were accurate at the
time they were made and continue to be accurate at the date of the extraordinary
general meeting. We consider that we have reviewed sufficient information to
reach an informed view in order to provide a reasonable basis for our advice. We
have not, however, carried out any independent verification of the information
provided to us nor have we conducted any form of independent in-depth
investigation into the business affairs or assets and liabilities of the
Company, CNPC or any of their respective subsidiaries or associated companies.
Our opinion is necessarily based upon the financial, economic, market,
regulatory, and other conditions as they exist on, and the facts, information,
and opinions made available to us as of the date of this letter. We have no
obligation to update this opinion to take into account events occurring after
the date on which this opinion is delivered to the Independent Board Committee
and the Independent Shareholders. This letter is for the information of the
Independent Board Committee and the Independent Shareholders solely in
connection with their consideration of the Non-Exempt Continuing Connected
Transactions (including the relevant Proposed Annual Caps), except for its
inclusion in the Circular, is not to be quoted or referred to, in whole or in
part, nor shall this letter be used for any other purpose, without our prior
written consent.
ICBC International is a licensed corporation to carry out Type 1 regulated
activities (dealing in securities), Type 4 regulated activities (advising on
securities) and Type 6 regulated activities (advising on corporate finance)
under the SFO. ICBC International and its affiliates, whose ordinary business
involves the trading of, dealing in and the holding of securities, may be
involved in the trading of, dealing in, and the holding of the securities of the
Company for client accounts. Other than this appointment as the Independent
Financial Adviser, ICBC International has no
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relationships with or interests in the Company and any other
parties that could reasonably be regarded as relevant to our
independence. We are hence independent from the Company
pursuant to Rule 13.84 of the HKEx Listing Rules.
3. INFORMATION OF THE GROUP, CNPC AND CNPC FINANCE
The Company was established as a joint stock company with limited liability
under the Company Law of the PRC on 5 November 1999 as part of the restructuring
of the CNPC. The Group is one of the largest oil and gas producers and sellers
occupying a leading position in the oil and gas industry in the PRC and one of
the largest companies in the PRC in terms of revenue and one of the largest oil
companies in the world. The Group principally engages in, among others, the
exploration, development, transmission, production and sale of crude oil and
natural gas, and new energy business; the refining of crude oil and petroleum
products; the production and sale of basic and derivative chemical products and
other chemical products, and new material business; the sales of refined
products and non-oil products and trading business; and the transportation and
sales of natural gas.
As stated in the Letter from the Board, CNPC is the controlling shareholder of
the Company. CNPC is a petroleum and petrochemical conglomerate that was formed
in the wake of the restructuring launched by the State Council to restructure
the predecessor of CNPC, China National Petroleum Company () in July 1998. CNPC
is also a state-authorized investment corporation and state-owned enterprise.
CNPC is also a state-authorized investment corporation and state-owned
enterprise. CNPC is an integrated energy corporation with businesses covering
domestic and foreign exploration and development of oil, gas and new energy,
marketing of refining, petrochemical and new materials, maintenance and service,
capital and finance. CNPC Finance is a subordinate financial enterprise of CNPC.
As at the Latest Practicable Date, CNPC Finance is owned as to 40% by CNPC, 32%
by the Company and 28% indirectly by CNPC Capital Company Limited (). CNPC
Finance was incorporated with the approval from the People's Bank of China and
holds business licenses and financial permits. The principal activities of CNPC
Finance include providing guarantee, bill acceptance and discounting, taking
deposits, and loans to members of the CNPC and the Group, providing entrusted
loans, entrusted investment services, internal settlement and clearance plans
designing related to members of the CNPC and the Group, underwriting corporate
bonds of members of CNPC and the Group, investment in marketable securities.
- 86 -
Set out below is a summary of the Group's financial information prepared in
accordance with International Financial Reporting Standards (the "IFRS") as
extracted from the 2022 Annual Report:
For the year ended 31 December
2020 2021 2022
RMB Million RMB Million RMB Million
Revenue 1,933,836 2,614,349 3,239,167
Profit from operations 75,937 161,153 216,660
Profit before income tax expense 56,073 158,203 213,277
As at 31 December
2020 2021 2022
RMB Million RMB Million RMB Million
Total assets 2,488,126 2,502,262 2,673,485
Total liabilities 1,121,505 1,093,393 1,135,632
Net assets 1,366,621 1,408,869 1,537,853
4. PRINCIPAL FACTORS AND REASONS CONSIDERED
In arriving at our opinion, we have taken into consideration the principal
factors and reasons set out below. In reaching our conclusion, we have
considered the result of the analysis in light of each other and ultimately
reached our opinion based on the results of all analysis taken as a whole.
4.1 Background and Nature of the Non-Exempted
Continuing Connected Transactions
As stated in the Letter from the Board, references are made to the announcement
of the Company dated 27 August 2020 in relation to the Continuing Connected
Transaction published on the website of the Hong Kong Stock Exchange. At the
extraordinary general meeting of the Company held on 5 November 2020, the
Independent Shareholders approved the Continuing Connected Transactions and the
annual caps for the three years ending 31 December 2023.
In order to satisfy the products and services required by the Company and CNPC,
the Company would continue the Continuing Connected Transactions after 31
December 2023 and therefore will, in accordance with the HKEx Listing Rules,
comply with the provisions of Chapter 14A of the HKEx Listing Rules in relation
to the Continuing Connected Transactions for the next three years (i.e. from 1
January 2024 to 31 December 2026), including disclosing
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further information thereof in this circular and seeking
approvals from the Independent Shareholders for the
Non-Exempt Continuing Connected Transactions (including the
relevant Proposed Annual Caps).
On 30 August 2023, (i) the Company and CNPC entered into the New Comprehensive
Agreement; and (ii) the Company and CNPC Finance entered into the Financial
Service Agreement. The New Comprehensive Agreement and the Financial Service
Agreement has a term of three years, starting from 1 January 2024. In the past,
CNPC Finance provides financial services to the Group pursuant to the
Comprehensive Agreement. Currently, pursuant to the rules of Shanghai Stock
Exchange, the Company should enter into a financial service agreement with its
connected person in relation to connected transactions involving finance
companies and disclose and submit as a separate resolution to the Board meeting
or the general meeting of the Company for their review. Therefore, the financial
services provided by CNPC Finance to the Group have been excluded from the New
Comprehensive Agreement. The Company and CNPC Finance have entered into the
Financial Service Agreement in relation to the financial services between the
Group and CNPC Finance.
Details of the Non-Exempt Continuing Connected Transactions with
CNPC/Jointly-held Entities contemplated under the New Comprehensive Agreement
are set out as follows:
Transaction type Description
(1) Products and services to be provided by the Group to CNPC/Jointly-held
Entities Products and services including those relating to refined oil products,
chemical products, natural gas, crude oil, water supply, electricity supply, gas
supply, heating supply, quantifying and measuring, entrusted operation and
management, material supply and other relevant or similar products and services
as may be requested by CNPC/Jointly-held Entities for its own consumption, use
or sale from time to time
(2) Engineering technology services to be provided by CNPC to the Group
Engineering technology services, mainly associated with products and services to
be provided at the stage, including but not limited to exploration technology
service, downhole operation service, oilfield construction service, refinery
construction service, engineering design service and public engineering services
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Transaction type Description
(3) Production services to be provided by CNPC to the Group Production services,
mainly associated with products and services to be provided, arising from the
day-to-day operations of the Group, including but not limited to crude oil,
natural gas, refined oil products, chemical products, water supply, electricity
supply, gas supply, heat supply and communication services
(4) Financial service -- Deposit services to be provided by CNPC (excluding CNPC
Finance) to the Group Financial services, mainly associated with deposits
services
Details of the Non-Exempt Continuing Connected Transactions with CNPC Finance
contemplated under the Financial Service Agreement are set out as follows:
Transaction type Description
Financial service -- Deposit services to be provided by CNPC Finance to the
Group Financial services, mainly associated with deposits services
4.2 Pricing of the Non-Exempt Continuing Connected
Transactions
The New Comprehensive Agreement details specific pricing principles for the
products and services to be provided pursuant to the New Comprehensive
Agreement. Such pricing principles are largely similar to that of the
Comprehensive Agreement. If, for any reason, the specific pricing principle for
a particular product or service ceases to be applicable, whether due to a change
in circumstances or otherwise, such product or service must then be provided in
accordance with the following general pricing principles:
(a) government-prescribed price (this applies to products and services such as
refined oil products, natural gas, water supply, electricity supply, gas supply
and heat supply (plus diversion costs in respect of supply of water,
electricity, gas and heat)); or
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(b) where there is no government-prescribed price, then according to the
relevant market-oriented prices (at present, this applies to products and
services such as engineering design, project monitoring and management, crude
oil, chemical products, asset leasing, repair of machinery, transportation,
purchase of material, quantifying and measuring and entrusted operation and
management, etc.); or
(c) where neither (a) nor (b) is applicable, then according to:
(i) the actual cost incurred (at present, this applies to book information and
partial filing storage, maintenance of roads); or
(ii) the agreed contractual price, being the actual cost for the provision of
such product or service plus an addition of not more than:
(1) 15 per cent of the cost for certain engineering technology services (at
present, this applies to products and services such as geophysical prospecting,
drilling, well cementing, logging, mud logging, well testing, oil testing and
oilfield construction) provided that, such agreed contractual price shall not be
higher than the prices available for the provision of such products and services
in the international market; and
(2) 3 per cent of the cost for all other types of products and services priced
(at present, this applies to products and services such as downhole operations,
equipment maintenance and repair, equipment antiseptic testing and research,
technical services, communications, firefighting, quality inspection, storage of
materials, delivery of materials and training centers).
(d) with regards to certain special products and services, the following pricing
principles are adopted:
(i) for public engineering services (means engineering service in relation to
oil regions, factory roads, municipal facilities, civil construction and public
facilities), in accordance with the set quotas and pricing standards (the quotas
specified by the People's Government of respective provinces, autonomous regions
or municipalities) if the same have been set uniformly by the government; and
via public tendering if no such quotas and pricing standards have been set.
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The Financial Service Agreement details specific pricing principles for the
financial services to be provided pursuant to the Financial Service Agreement.
If, for any reason, the specific pricing principle for a particular financial
service ceases to be applicable, whether due to a change in circumstances or
otherwise, such financial service must then be provided in accordance with the
following general pricing principles:
(a) government-prescribed price; or
(b) where there is no government-prescribed price, then the price shall be
determined based on the government-guided price; or
(c) where neither (a) nor (b) is applicable, then:
(i) the price shall be determined with reference to the market price or fees
offered by the independent third parties; or
(ii) where there is no market price from the independent third parties, then the
price shall be determined after arm's length negotiation based on fair and
reasonable principle.
In summary, pricing principles for Non-Exempt Continuing Connected Transactions
are as follows:
(1) products and services provided by the Group to CNPC/Jointly-held Entities:
pricing principles include government-prescribed pricing plus diversion cost (if
any) and market-oriented pricing;
(2) Engineering technology services provided by CNPC/Jointly-held Entities to
the Group: pricing principles include government-prescribed pricing,
market-oriented pricing (which includes tender prices) and agreed contractual
price;
(3) Production services provided by CNPC/Jointly-held Entities to the Group:
pricing principles include government-prescribed pricing plus diversion cost (if
any), market-oriented pricing, agreed contractual price and cost; and
(4) Deposit services provided by CNPC/CNPC Finance to the Group: pricing
principles include government-prescribed pricing and market-oriented pricing.
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We understand that the main revised terms and conditions of the New
Comprehensive Agreement in respect of the Non-Exempt Continuing Connected
Transactions in comparison with the Comprehensive Agreement are that:
(1) the pricing basis for entrustment loans and guarantee services provided by
the Group to CNPC/Jointly-held Entities has been updated;
(2) the pricing basis for refinery construction, loan and guarantees services
provided by CNPC to the Group has been updated; and
(3) the financial services provided by CNPC Finance to the Group have been
excluded from the New Comprehensive Agreement and the Company and CNPC Finance
have entered into the Financial Services Agreement in relation to the financial
services between the Group and CNPC Finance.
4.3 Discussion on major pricing principles
(a) Government-prescribed price
The definition of "government-prescribed price" refers to the price in respect
of certain category of services determined by the laws, regulations, decisions,
orders or policies, etc. enacted by governments of the relevant countries or
regions (including but not limited to the central government, federal
government, provincial government, state or coalition government or any
organization responsible for domestic ruling and foreign affairs in respect to
certain specified territory, irrespective of its name, organization or form) or
other regulatory departments; or
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The "government-prescribed price" for different products and services is
determined with reference to the following:
Type of product/service with "government-prescribed
prices" Basis for price determination
Refined oil products According to the Notice of the National Development and
Reform Commission on Further Improving the Pricing Mechanism of Refined Oil (Fa
Gai Jia Ge [2016] No. 64) issued by the National Development and Reform
Commission on 13 January 2016, the retail price and wholesale price of gasoline
and diesel, as well as the supply price of gasoline and diesel, to special users
such as social wholesale enterprises, railway and transportation, etc., shall be
government-guided prices. The supply price of gasoline and diesel to the
national reserve and Xinjiang Production and Construction Corps shall be
government-prescribed prices. The price of gasoline and diesel may be adjusted
every ten working days with reference to the changes in the international market
price of crude oil. The National Development and Reform Commission publishes the
maximum retail price in ton of standard gasoline and diesel, and the supply
price of gasoline and diesel to the national reserve and Xinjiang Production and
Construction Corps on its portal website. The provincial price authorities shall
publish the highest wholesale prices and highest retail prices of gasoline and
diesel standard products and non-standard products in their regions on the
designated websites.
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Type of product/service with "government-prescribed
prices" Basis for price determination
Natural gas According to the Catalogue of Pricing by the Central Government
(Order No.31 of the National Development and Reform Commission of the People's
Republic of China) issued by the National Development and Reform Commission on
13 March 2020 and effective on 1 May 2020, the city-gate prices of offshore gas,
shale gas, coal-bed gas, coal gas, liquefied natural gas, gas directly supplied
to users, gas purchased and sold through gas storage facilities, gas publicly
traded on the trading platform, and imported natural gas through pipelines put
into operation after 2015, as well as natural gas in provinces with competitive
conditions shall be formed on the market; and the city-gate prices of natural
gas of other domestic onshore pipelines and imported natural gas through
pipelines put into operation before the end of 2014 shall be temporarily
governed by the pricing mechanism currently in force, and be liberalized at
appropriate time and formed on the market depending on the market-oriented
reform progress of natural gas. According to a series of plans for natural gas
price reform gradually released by the National Development and Reform
Commission in recent years, the current pricing mechanism mainly involves
implementing benchmark city-gate price management. The natural gas supply and
demand sides negotiate and determine specific city-gate prices within a range of
20% upward and unlimited downward adjustments based on the benchmark city-gate
prices published by local governments. At the same time, the seasonal price
policies will be carried out to encourage market-oriented trading. Natural gas
production and operation enterprises and users are encouraged to actively enter
and trade on natural gas trading platforms, and the prices of natural gas
publicly traded through trading platforms such as Shanghai and Chongqing
Petroleum and Gas Exchange will be formed by the market.
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Type of product/service with "government-prescribed
prices" Basis for price determination
Refinery and chemical facilities construction (including construction and
installation) Prices shall be determined by public invitation to bid according
to the "The Bidding Law of the Peoples' Republic of China".
For the construction phase, prices shall be determined by standards prescribed
by the People's Government of the respective province, autonomous region and
municipalities. For the installation phase, prices shall be determined by
industrial standards.
Water supply According to the Measures for the Administration of Urban Water
Supply Prices issued by the National Development and Reform Commission and the
Ministry of Housing and Urban-Rural Development on 3 August 2021 and effective
on 1 October 2021, urban water supply prices are in principle set by the
government, and the specific pricing power shall be implemented in accordance
with the provisions of the pricing catalogue of local governments.
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Type of product/service with "government-prescribed
prices" Basis for price determination
Electricity supply In line with the Electricity Law issued by Standing Committee
of the National People's Congress (Order No. 23 of the President of the People's
Republic of China) on 28 December 1995 and revised on 27 August 2009, 24 April
2015 and 29 December 2018, for the power purchase price of a power network
spanning different provinces, autonomous regions, or municipalities, as well as
in a provincial power network, a proposal shall be made through consultation by
the enterprises engaged in power production and power network operations, and
shall be examined and approved by the pricing administrative department of the
State Council. The on-grid electricity price in an independent power network
shall be negotiated and proposed by the power production enterprise and the
power network operating enterprise, and submitted to the pricing administrative
department with management authority for approval. For the power produced by
locally funded power production enterprises, if an independent power network
within different regions of the province is formed or the power is generated for
local use, the price shall be under the control of the People's Government of
the province, autonomous region or municipality
Gas supply According to the Regulation on the Administration of Urban Gas (PRC
State Council Order No. 666) issued by the State Council on 19 October 2010 and
amended on 6 February 2016, the pricing bureau of the People's Government above
the county level could prescribe and adjust the selling price for pipeline gas.
Heat Supply Prices for the supply of heat are prescribed by the local
governments.
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Save as disclosed above, the macro government-prescribed prices are updated in
accordance with the development of national economy and policies to be issued
from time to time. The prices prescribed by the People's Government of the
respective provinces, autonomous regions and municipalities are updated from
time to time in accordance with the local actual situations. The Company has
paid and will continue to pay close attention to the updates of
government-prescribed prices and determine the prices for relevant products and
services accordingly.
As advised by the management of the Company, the Company will follow the service
and product prices determined from time to time by the governments departments
according to the government-prescribed price documents published by the Central
Government. In cases where there are no regional government determined service
and products prices, market-oriented prices will be used within the price
ceilings set by the central government-prescribed pricing documents. The actual
prices implemented by the Company will be arrived at after arms-length
negotiations, and will be no less favorable than those provided to/by
independent third parties. In this regard, we concur with the view of the
Directors that such price determination is fair and reasonable. According to the
Letter from the Board, the Company will strictly enforce a series of policies,
including connected transaction management methods, internal control management
handbook and internal control assessment management methods, to ensure the
continuing connected transactions of the Company are conducted in accordance
with the New Comprehensive Agreement and the Financial Services Agreement. The
Company's audit department 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. Meanwhile, the Audit Committee of the Board of
the Company shall review the evaluation of internal control and the
implementation of the continuing connected transaction twice a year and the
Supervisory Committee shall listen to reports on internal control evaluation and
the implementation of the continuing connected transactions simultaneously. In
addition, the management of the Company has confirmed that if the government
prescribed price documents will be updated during the following three years, the
Company will implement according to the updated government prescribed price
documents and regional government determined prices, with the Company's price
management department responsible for overseeing, determining, and updating the
prices considering the relevant government prescribed price documents among
other sources.
As advised by the Company's PRC legal counsel, the pricing guidance documents
referenced above for various products and services are currently in force and
have national authority.
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(b) Market-oriented price
The definition of "market-oriented price" refers to the price determined in
accordance with the following order:
(i) With reference to the price charged, by at least two independent third
parties, in areas where such types of product or service is provided and on
normal terms in the area where the product or service of comparable scale is
being provided at that time; or
(ii) with reference to the price charged, by at least two independent third
parties, in nearby areas where such type of product or service is provided and
on normal terms in the area or country adjacent to the area where the product or
service of comparable scale is being provided at that time.
Further, the New Comprehensive Agreement and the Financial Service Agreement
stipulates, among other things, that for the financial services provided by CNPC
and CNPC Finance:
(i) the deposit services shall be provided at prices determined in accordance
with the relevant interest rate and standard for fees as promulgated by the
People's Bank of China. Such prices must also be not less favorable to the Group
than those offered by other independent third parties unless otherwise provided
by laws and regulations.
According to the Letter from the Board, when adopting pricing mechanism
market-oriented price, the Company will consider at least two independent third
parties' price quotation. As advised by the Company's management, we note that
the Company shall seek to obtain market-oriented prices through various channels
actively, e.g. considering the comparable transaction prices between the Company
and independent third parties for the same period and the transaction prices
among independent third parties for the same period. Meanwhile, we have obtained
and reviewed the regulations for the management of tendering of the Company.
According to the regulations for the management of tendering of the Company, in
terms of the product or service of which the transaction amount reaches the
particular standard prescribed in regulations, the Company shall obtain the
above-mentioned market-oriented prices through tendering and the final suppliers
of products or services are determined based on the price quotations and other
factors including quality of products and services, specific needs of the
transaction parties, technical advantages of the suppliers, performance
capabilities of the suppliers, and qualification and relevant experience of the
suppliers. The operating entities or the tendering center of the Company are
responsible for the preparation of
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tendering requirement documents. A tendering committee
comprised by both internal and external randomly picked
experts will be established to conduct the tendering process
for each project. If the terms offered by CNPC are
considered to be comparable to or better than other bidders
by the tendering committee after taking into consideration
the above-mentioned factors, CNPC will be selected as the
supplier. In terms of the product and service of which the
transaction amount is lower than the particular standard
prescribed in regulations, the Company shall obtain the
above-mentioned market-oriented prices by inviting suppliers
to the competitive negotiations and the final suppliers of
products or services are determined based on the price
quotations and other factors including quality of products
and services, specific needs of the transaction parties,
technical advantages of the suppliers, performance
capabilities of the suppliers, and qualification and
relevant experience of the suppliers. The relevant
department of the operating entities to which the products
or services will be supplied shall be responsible for
comparing the terms of these suppliers. If the terms offered
by CNPC are considered to be comparable to or better than
other suppliers by such department after taking into
consideration the above-mentioned factors, CNPC will be
selected as the supplier upon the final approval by the
management team of the operating entity.
When we analyze the Company's pricing principle of market-oriented price, we
also referred to comparable companies' practice, i.e. companies that are listed
on the Hong Kong Stock Exchange and operating in the same industry as the
Company. We note that the pricing principle of CNOOC Limited (883.HK) for its
non-exempt continuing connected transactions is that, when there is no
government-prescribed price, it makes reference to the price charged by at least
two independent third parties (if applicable) in areas (or nearby areas)
providing such type of services on normal terms with comparable scale at that
time. We also note that China Petroleum & Chemical Corporation (386.HK) makes
reference to relevant market prices for products or services (including but not
limited to crude oil, refined oil products, chemical products, coal, asset
leasing, repair of machinery, transportation, warehousing, and agency service on
the procurement of material) when there is no government-prescribed price. We
therefore consider adopting market-oriented price as the pricing principle is of
industry norm and common in the normal business course. Based on the above, we
are of the view that, when there is no government-prescribed price, adopting
market-oriented price for Non-Exempt Continuing Connected Transactions is fair
and reasonable as far as Independent Shareholders are concerned.
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(c)(i) Actual cost incurred
For the pricing mechanism (c), as stated in the Letter from the Board and
advised by the Company's management, in order to ensure the reasonableness and
accuracy of the actual cost for the relevant products and services, the
transaction parties under the Company and CNPC will generally negotiate the cost
for the products and services to be provided in advance. The cost will be
determined based on the number of consumed units and unit price. The number of
consumed units will be determined by the parties according to the cost-efficient
level or the average level of similar projects in history. The unit price will
be determined by the parties with reference to the market-oriented price for
cost. Meanwhile, the Company and CNPC have jointly set up a construction cost
center comprised by experienced technical experts, which is responsible for the
formulation of the cost standards for certain engineering technology services
provided by CNPC according to the above-mentioned mechanism. After the provision
of relevant products or services, the internal auditors of the Group will review
the actual cost of these products or services prepared by CNPC with reference to
the negotiation results prior to the transactions or the cost standards
formulated by the construction cost center. The settlement and payment shall
only be made after the review is approved by the internal auditors.
(c)(ii) Agreed contractual price
As stated in the Letter from the Board, for Non-Exempt Continuing Connected
Transactions, only engineering technology services and production services
provided by CNPC/Jointly held Entities for the Company will adopt agreed
contractual price as the pricing principle when there is no
government-prescribed price or market-oriented price. As advised by the Company,
this pricing principle has been adopted since the listing of the Company on the
Hong Kong Stock Exchange and has been appropriately implemented during the past
three years. As advised by the Company, we understand that relevant transactions
(engineering technology services and production services) using agreed
contractual price for pricing, are based on the complete production chain
comprising of established facilities integrated with CNPC's facilities. Thus,
considering the Group's main oil fields and refinement and production facilities
are scattered across different regions, some of which are in remote areas with
harsh operating conditions, which is difficult to identify alternative suppliers
and/or no direct market comparable considering the cost of facilities and
networks.
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When we analyze the Company's pricing principle of agreed contractual price, we
also referred to comparable companies' practice, i.e. companies that are listed
on the Hong Kong Stock Exchange and operating in the same industry as the
Company. We note that CNOOC Limited (883.HK) and China Petroleum & Chemical
Corporation (386.HK) also adopted similar pricing principles for their
non-exempt continuing connected transactions. Specifically, China Petroleum &
Chemical Corporation (386.HK) applies agreed price (determined as reasonable
cost incurred plus reasonable profit) for supply of utility and engineering
products, which are comparable to the production services, and engineering
technology services provided by CNPC to the Company, in terms of transaction
nature. Thus, we consider the agreed contractual price is of industry norm and
common in the normal business course. Based on the above, we are of the view
that when there is no government-prescribed price or market-oriented price,
adopting agreed contractual price for Non-Exempt Continuing Connected
Transactions is fair and reasonable as far as Independent Shareholders are
concerned.
Cost plus 15%
For the pricing mechanism (c) regarding the 15% margin, the management of the
Company has advised that they are of the view that the additional 15% margin
("15% Margin") respective to the engineering technology services under
categories of products and services stated above are what they believe to be
fair and reasonable and in the interest of the Company and the Shareholders as a
whole. In order to assess the fairness and reasonableness of the 15% Margin as
set out in pricing mechanism (c) above, we have, on a best effort basis,
conducted a search of companies that are principally engaged in similar
engineering technology services provided by the CNPC to the Group and identified
three relevant oilfield servicing companies listed on the Hong Kong Stock
Exchange. There are only very few such relevant company on the Hong Kong Stock
Exchange is of a comparable size to CNPC. Thus, we expanded our search to
companies listed on the New York Stock Exchange, and have, to the best of our
knowledge, identified three relevant oilfield servicing companies listed on the
New York Stock Exchange with total assets as at 31 December 2022 of each of them
over US$50 billion (the total six comparable companies together called the
"Comparable Companies") providing relevant engineering technology services.
These Comparable Companies had over approximately 80% of their revenue derived
from the provision of oil and gas services including drilling, evaluation,
production and completion of oil and gas wells all over the world.
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The tables below illustrate the EBIT margins of the Comparable Companies for
each of the years ended 31 December 2018, 2019, 2020, 2021 and 2022,
respectively.
No.
Ticker Comparable Companies listed on the NYSE
Company Name Total Assets
as at 31 December
2022
2018
2019
EBIT Margins 2020 2021
2022
Average
US$ Million
1 SLB Schlumberger Ltd(1) 43,135 9.7% 9.1% n.m. 12.1% 14.8% 11.4%
2 HAL Halliburton Co 23,255 11.4% 9.2% 9.4% 11.8% 15.1% 11.4%
3 NE Noble Corp PLC(2) 5,235 n.m. n.m. n.m. n.m. 15.8% 15.8%
Comparable Total Assets
Companies listed on as at 31
the HKSE
December
EBIT Margins
No. Ticker Company Name 2022
RMB Million 2018 2019 2020 2021 2022 Average
1
2883.HK
China Oilfield
77,184
11.3%
17.2%
20.2%
14.0%
11.1%
14.8%
2 3337.HK Anton Oilfield 7,983 25.7% 23.7% 14.5% 17.3% 18.8% 20.0%
3 1623.HK Hilong Holding(3) 7,801 17.0% 17.1% n.m. 15.2% 20.7% 17.5%
Statistical data EBIT Margins
2018 2019 2020 2021 2022 Average
Maximum 25.7% 23.7% 20.2% 17.3% 20.7% 21.5%
Median 11.4% 17.1% 14.5% 14.0% 15.5% 14.5%
Minimum 9.7% 9.1% 9.4% 11.8% 11.1% 10.2%
Average 15.0% 15.3% 14.7% 14.1% 16.1% 15.0%
Source: Annual Reports
Note:
1. According to the annual report of Schlumberger Ltd, it underwent business
restructuring in 2020, as a result its EBIT margin may not be meaningful as a
reference point for this exercise from that point backwards
2. According to the annual report of Noble Corporation PLC, it underwent
internal business restructuring in 2021, as a result its EBIT margin may not be
meaningful as a reference point for this exercise in and before 2021
3. According to the annual report of Hilong Holding, it underwent debt
restructuring in 2020, as a result its EBIT margin may not be meaningful as a
reference point for this exercise in 2020
4. EBIT margins of Comparable Companies was adjusted for those non-recurring
items including but not limited to impairment loss, other loss, merger expenses
- 102 -
The EBIT margins of the Comparable Companies from 2018 to 2022 ranged from
approximately 9.1% to 25.7%, while their average EBIT margin were approximately
15.0%, 15.3%, 14.7%, 14.1%, and 16.1% for each of the years ended 31 December
2018, 2019, 2020, 2021 and 2022, respectively, and the pricing mechanism
referred to (c) above lies within the range of EBIT margin of the Comparable
Companies. Most of the Comparable Companies generally recorded relatively lower
EBIT margin in 2019 or 2020, while EBIT margins in other years were relatively
similar. The performance of the Comparable Companies in 2019 and 2020 may
affected by the significantly lower level of international crude oil prices in
respective years.
Having considered that (i) the 15% Margin was determined with reference to the
Company's prospectus dated 27 March 2000 and the circular dated 15 September
2020; (ii) is within the range of the average of Comparable Companies EBIT
margins; (iii) is comparable to the average of five-year EBIT margins of the
Comparable Companies (15.0%); (iv) based on the information provided by the
Group, overall gross profit margin of the engineering technology services
provided by the CNPC/Jointly-held Entities to the Group are lower than 15% for
the years ended 31 December 2021 and 2022; (v) based on the New Comprehensive
Agreement, the agreed contractual price shall not be higher than price available
for the provision of such products and services in the international market;
(vi) the reasons of the Group using cost-plus pricing mechanism and the internal
control mechanisms in place to ensure the margins are no higher than the 15%;
and (vii) we note from the annual reports of the Company for 2020 to 2022 that
the auditors of the Company have reviewed the Non-Exempt Continuing Connected
Transactions for each of the financial years ended 31 December 2020, 2021, and
2022, and confirmed that the transactions were conducted in the manner stated in
Rule 14A.56 of the HKEx Listing Rules. Additionally, CNPC has extensive
experience in exploration and development of crude oil and natural gas projects
in the world, offering premier engineering technology services to the Group.
CNPC is also one of the few companies in the PRC which provide unique and high
quality petrochemical related engineering technology services. Furthermore, the
services and terms offered by independent third parties are difficult to match
the same quality services provided by CNPC. CNPC has had a long-term
relationship with the Group providing relevant services, and is familiar with
the Group and established a good cooperative model and accumulated rich
cooperative experience to create synergy. CNPC offers advantages including
safety, reliability, technical expertise, understanding of existing facilities
and experience in providing engineering technology services, which enable CNPC
to be competitive.
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In light of the aforesaid, we are of the opinion that the 15% Margin and such
agreed contractual price charged by CNPC to the Group shall not be higher than
the prices available for the provision of such products and services in the
international market is fair and reasonable so far as the Independent
Shareholders are concerned.
(d)(i) Quotas and pricing standards set by government or public tendering
Regarding pricing mechanism (d)(i), the Company will proceed in accordance with
the set quotas and pricing standards if the same have been set uniformly by the
government of the relevant countries or regions, which is consistent with
pricing policy (a). When there is no government-prescribed pricing standards for
public engineering projects, the management of the Company advised that the
public tender pricing will be adopted in accordance with the Company's internal
tender procedures, with the bidders meeting all the necessary requirements set
out in the invitation to tender (including but not limited to qualification,
experience, capability and previous relationship, etc.) and the general
conditions for the optimal bid quoted. The Company's tender process is managed
by the Engineering and Material Management Department of the Company in order to
ensure that the transactions are in the interests of the Company and the
Independent Shareholders as a whole.
4.4 Internal control
According to the Letter from the Board, in order to ensure that the Non-Exempt
Continuing Connected Transactions ending 31 December 2026 is in accordance with
the New Comprehensive Agreement and the Financial Service Agreement, the
Company's audit department and external auditors shall conduct supervision and
inspection and external audits of the effectiveness of the Company's internal
control system. Meanwhile, the Audit Committee of the Board of the Company shall
review the evaluation of internal control and the implementation of the
continuing connected transactions twice a year; the Supervisory Committee shall
listen to reports on internal control evaluation and the implementation of the
continuing connected transaction simultaneously.
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For the products and services provided by the Group to CNPC/Jointly-held
Entities, we have confirmed with the Company's management and understood that
the Company has established a series of internal control measures to ensure that
the pricing basis for continuing connected transactions of the Company will
follow the prescribed pricing mechanism under its framework agreement,
including:
(1) For products and services where the government-prescribed price applies,
when any laws, regulations or other regulatory documents in relation to
government-prescribed price in respect of certain category of products or
services come into effect, the pricing management department of the Company will
forward these regulatory requirements to its operating entities and require all
the operating entities to follow the government-prescribed price. The internal
audit department of the Company will review the enforcement of the
government-prescribed price by the operating entities with from time to time.
All the operating entities shall accept the law enforcement supervision by the
pricing authorities of the government;
(2) For products and services where the market-oriented price applies, all the
operating entities of the Company shall comply with the regulations for the
management of tendering of the Company. In terms of the product or service of
which the transaction amount reaches the particular standard prescribed in
regulations, all the operating entities shall determine their suppliers of
products and services through tendering. The operating entities or the tendering
center of the Company are responsible for the preparation of tendering
requirement documents. A tendering committee comprised by both internal and
external randomly picked experts will be established to conduct the tendering
process for each project and determine the final suppliers. In terms of the
product and service of which the transaction amount is lower than the particular
standard prescribed in regulations, all the operating entities shall determine
their suppliers of products and services by inviting suppliers to the
competitive negotiations. The relevant department of the operating entities to
which the product or service will be offered is responsible for comparing the
terms of these suppliers. The comparison results will be submitted to the
management team of the operating entity for final approval;
(3) For products and services where the actual cost or agreed contractual price
applies, the operating entities of the Company and CNPC will generally negotiate
the cost for the products and services to be provided in advance. Meanwhile, the
Company and CNPC have jointly set up a construction cost center comprised by
experienced technical experts, which is responsible for the formulation of the
cost standards for certain engineering technology services provided by CNPC.
After the provision of relevant products or services, the internal auditors of
the Group will review the
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actual cost of these products or services prepared by CNPC
with reference to the negotiation results prior to the
transactions or the cost standards formulated by the
construction cost center. The settlement and payment shall
only be made after the review is approved by the internal
auditors;
(4) The Company's audit department shall regularly conduct internal assessments
on the internal control measures every year to ensure that the internal control
measures in respect of connected transactions remain complete and effective;
(5) The Board shall review the financial reports containing the disclosure and
analysis of the execution of the continuing connected transaction on a
semi-annual basis. The review will mainly include whether the Company and
relevant connected persons follow the continuing connected transaction
agreements (including the prescribed pricing mechanism thereunder) during the
year or half of the year and whether the actual transaction amounts incurred
between the Company and relevant connected persons are within the annual caps as
approved at the general meeting of the Company (if applicable);
(6) 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 are
conducted (i) in the ordinary course of business of the Company; (ii) in
accordance with normal commercial terms or better and on terms that are fair and
reasonable; (iii) in accordance with the terms of the relevant agreements; and
(iv) in the interest of the Company and the Shareholders as a whole;
(7) The audit committee of the Board shall conduct review on the annual report
and interim report which include the disclosure and analysis of the
implementation of the continuing connected transactions;
(8) The external auditors of the Company shall report on the continuing
connected transactions of the Company every year and issue a letter to the Board
in respect of the continuing connected transactions of the Company in accordance
with the HKEx Listing Rules; and
(9) The Supervisory Committee shall supervise the continuing connected
transactions and hear the annual financial report and interim financial report
which include the disclosure and analysis of the implementation of the
continuing connected transactions twice a year. The Supervisory Committee shall
also review whether the connected transactions between the Company and connected
persons comply
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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.
For the deposit service provided by CNPC Finance, we have confirmed with the
Company's management and understood that the Company has established a series of
internal control and risk management measures, guaranteeing the security of
capital and safeguarding the interest of the Company, including:
(1) in order to regulate the connected transactions between the Company and CNPC
Finance, the Company and CNPC Finance adopt "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 to prevent financial risks and to ensure
that the deposits of the Company in the CNPC Finance can be utilized at the
Company's discretion;
(2) as the controlling shareholder of CNPC Finance, CNPC undertakes that in case
of emergency where the CNPC Finance has difficulties making payments, CNPC will
increase the capital of CNPC Finance in accordance with the actual need for the
purpose of permitting payments to be made;
(3) the Company and CNPC Finance agreed on a series of strict risk assessment
and control measure in the Financial Services 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 Company can monitor
the risk and financial conditions of CNPC Finance continuously;
(4) the Company shall monitor the maximum daily amount of deposits (including
accrued interests) with CNPC Finance to ensure that the relevant amount do not
exceed the applicable annual caps; and
(5) During the annual audit period of the Company, the external auditors shall
review and express opinion on the continuing connected transactions between the
Company and CNPC Finance, and the Company shall timely perform the information
disclosure obligation according to the requirement of HKEx Listing Rules.
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To evaluate the sufficiency and effectiveness of the Company's internal control
measures, we have reviewed the Company's internal control policy and discussed
with the Company's management to understand the relevant policy. We have also
performed the following procedures:
(i) discussed with the Company's legal and corporate reform department in order
to understand the implementation and execution of the internal control measures
and confirmed that there was no material discrepancy found for the past three
years;
(ii) reviewed the internal control management handbook and internal control
assessment management methods;
(iii) reviewed the advice provided by the Audit Committee and Supervisory
Committee of the Company with regard to the internal control measures for
connected transactions on a sampling basis;
(iv) reviewed sample documents (including, among other things, contracts, and
other related documents) with respect to the adoption of (a)
government-prescribed price; (b) market-oriented price; and (c) agreed
contractual price under the Non-Exempt Continuing Connected Transactions
conducted with CNPC/Jointly-held Entities during the past three years, and we
note that they are consistent with the pricing policy as described above;
(v) reviewed sample documents (including, among other things, deposit statement,
and other related documents) under the Non-Exempt Continuing Connected
Transactions conducted with CNPC Finance during the past three years, and we
note that they are consistent with the pricing policy as described above; and
(vi) reviewed the audited results as stated in the annual reports of the Company
and reviewed unaudited results as stated in the interim reports of the Company
prepared by the external auditor regarding the Non-Exempt Continuing Connected
Transactions, respectively.
We have also discussed with the management of the Company and we understand that
the internal control policy regarding connected transactions was set up in 2003
and commenced since 2006. Therefore, we concur with the view of the Directors
that the internal control measures adopted by the Company are sufficient to
ensure that the future prices will be set in accordance with the pricing bases
for each of the Non-Exempt Continuing Connected Transactions.
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For detailed description of the terms in relation to the New Comprehensive
Agreement and the Financial Services Agreement, please refer to the Letter from
the Board. Based on the above, the priority is set from (a) to (c) such that the
price mechanisms in (b) and (c) would only apply where the preceding price
mechanism(s) are inapplicable. As (a) and (b) are based on the applicable
government-prescribed prices and market-oriented prices, including the
applicable regional or national market prices, while (d)(i) is only applicable
for public engineering services which is based on government-prescribed price,
or based on tendering if there is no government-prescribed price, we are of the
opinion that the above mechanism is fair and reasonable as far as the
Independent Shareholders are concerned.
4.5 Reasons for and Benefits of the Non-Exempt
Continuing Connected Transaction
As stated in the Letter from the Board, the Company believes that the Non-Exempt
Continuing Connected Transactions will be beneficial to the continued operation
and development of the Group. The reasons for and benefits of such Non-Exempt
Continuing Connected Transactions have been discussed in the Letter from the
Board in details.
For the Non-Exempt Continuing Connected Transaction conducted with
CNPC/Jointly-held Entities, the reasons and benefits mainly embrace:
(1) the competitive advantages of CNPC in providing such services given its
experience. The Company is a joint-stock company established during the
reorganization of CNPC in 1999. CNPC injected the assets, liabilities and rights
related to its core business into the Company, such as oil and gas exploration
and development, oil refinement, petrochemical, sales and marketing, natural
gas, pipelines and related scientific research, etc. CNPC retained businesses
related to the production and operation of petroleum and natural gas, such as
engineering technology services, production services, material supply services,
social and living support services and financial services, etc. CNPC has
significant experience, technology and cost advantages when compared with other
service providers;
(2) the oil and gas engineering and technological service provided by CNPC are
of higher standards within the industry, which can satisfy the high
technological and quality standards of the Group. At the same time, can also
reduce potential safety and environmental protection risks;
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(3) the Group's main oil fields and refining and chemical production facilities
are scattered across different regions, some of which are in remote areas with
harsh operating conditions. CNPC and its subsidiaries can provide service and
business support to the Group locally, which, to a large extent, is beneficial
to the Group's continued development in such regions; and
(4) CNPC's financial institution (excluding CNPC Finance) is a banking financial
institution with the approval of the China Banking Regulatory Commission
(currently known as the National Administration of Financial Regulation).
According to "2023 China Banking Sector Top 100 List" issued by the China
Banking Association, CNPC's financial institution ranked within Top 50 in terms
of the net tier-1 core capital. The Company believes that the Group's deposit in
CNPC's financial institution is safe and the risk profile of CNPC's financial
institution is not greater than those of commercial banks in the PRC. In
additions, CNPC's financial institution has been providing financial services to
the Group for many years and has established a comprehensive and matured
cooperation mechanism with the Group. The efficient internal settlement could
lower the costs of the Group and provide better interest rate. Thus, the
provision of financial services by CNPC's financial institution is beneficial
for the Group's more efficient and convenient business activities.
For the Non-Exempt Continuing Connected Transaction conducted with CNPC Finance,
the reasons and benefits mainly include:
(1) pursuant to the Financial Services Agreement, CNPC Finance provides deposit
services, settlement services and other financial services (including
entrustment loans, bills, bonds underwriting, non-financing letter of guarantee
services, financial advisory, credit verification and consulting agency
business, etc.). CNPC Finance also provides loan services to the Group. For the
two years ended 31 December 2022 and the six months ended 30 June 2023, the
amount of loans provided by CNPC Finance to the Group was approximately
RMB70,567 million, RMB64,616 million and RMB62,353 million, respectively. CNPC
Finance will not charge the Group fees in relation to provision of settlement
service and charge no less favorable fees than independent third parties in
relation to provision of other financial services, which lower the transaction
cost;
(2) In 2001, the Ministry of Finance of the PRC released "Notice on the Issuance
of the Interim Measure of Capital and Financial Management of State-owned
Enterprises", which proposes that the parent company of state-owned enterprises
should establish an internal fund management system and implement centralized
- 110 -
fund management. Afterwards, the State-owned Assets
Supervision and Administration Commission of the State
Council further issued a number of notices and guidance
letters which encourage state-owned enterprises to enhance
its centralization of fund management, including "Notice on
Further Improving Central Enterprises' Revenue and
Expenditure Reduction Works" and "Opinions on Promoting
Central Enterprises to Accelerate its Treasury System and
Further Strengthen Fund Management", etc. State-owned
enterprises establish an internal settlement platform and
finance companies to conduct centralized fund management in
order to ensure fund safety, improve fund efficiency and
lower the finance cost. To fulfil the above-mentioned
government policies and regulations, CNPC Finance is owned
as to 40% by CNPC, 32% by the Company and 28% indirectly by
CNPC Capital Company Limited () as at the Latest Practicable
Date. CNPC Finance is the internal settlement, fund raising
and financing, and capital management platform of CNPC. In
order to optimize cash flow management and capital
efficiency of the Group, CNPC Finance has been providing
deposit, loan, settlement and other financial services to
the Group for many years. The Company's deposits in CNPC
Finance is also mainly used for the settlement business in
CNPC Finance;
(3) Both the Company and CNPC are large enterprises, with a large scale and
transaction volumes. The Group entered into a large numbers of daily
transactions with CNPC and its associates. The deposits and other financial
services provided by CNPC Finance to the Company can facilitate settlement
within the members of the Company and between the Company and members of CNPC,
which shorten the time required for fund transfer, improve the operational
efficiency and lower the cost;
(4) CNPC Finance was familiar with the capital structure, business operations,
capital requirements and cash flow pattern of the Company, enabling it to better
forecast the capital requirements of the Company, and can provide flexible,
convenient and low cost services to the Company; and
(5) As at 31 December 2022, the total assets of the Group was approximately
RMB2,673.485 billion, the time deposits (with maturity over three months and
less than a year) and cash at bank and on hand was approximately RMB225,049
million. Given its fund size, fund security and efficiency are the Company's
utmost concerns. 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 risk controlling indicators
and risk monitoring indicators required by national laws and regulations and has
met the regulatory
- 111 -
requirements as determined by regulatory indicators over the
years. 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, the total assets of CNPC Finance was
approximately RMB632.64 billion. For the six months ended 30
June 2023, CNPC Finance achieved net interest income of
approximately RMB3.35 billion and net profit after tax of
approximately 3.03 billion, which is in a leading position
among domestic counterparts. According to "Finance Companies
Industry Statistics 2022" issued by the China National
Association of Finance Companies, CNPC Finance ranked first
in 2022 in terms of total assets and equity. Meanwhile,
CNPC's undertaking to as the payer of last resort for CNPC
Finance provides better security of funds as compared to
external banks.
In fact, the transactions contemplated under the New Comprehensive Agreement and
the Financial Services Agreement have been carried on for many years. Actual
practices provided that the Continuing Connected Transactions benefit the
continued operation and development of the Company.
Additionally, the Continuing Connected Transactions are and will be conducted in
the ordinary and usual course of business of the Company. These transactions
will continue to be agreed on an arm's length basis with terms that are fair and
reasonable to the Company. Due to the long-term relationship between the Company
and CNPC, the Directors (including the independent non-executive Directors)
consider that: (a) it is beneficial to the Company to continue to enter into the
Continuing Connected Transactions as these transactions have facilitated and
will continue to facilitate the operation and growth of the Group's business;
(b) the Continuing Connected Transactions with CNPC have been conducted on
normal commercial terms or on terms no less favorable than those available to
the Group from independent third parties, under prevailing local market
conditions, and were entered into in the ordinary and usual course of business
of the Group, are fair and reasonable and in the interests of the Company and
the Shareholders as a whole, and that the Proposed Annual Caps are fair and
reasonable and in the interest of the Company and the Shareholders as a whole.
We noted from the annual reports of the Company for 2020 to 2022 that the
auditors of the Company have reviewed the Non-Exempt Continuing Connected
Transactions for each of the financial years ended 31 December 2020, 2021 and
2022 (the "Prior Year Transactions") and confirmed that the Prior Year
Transactions were conducted in the manner stated in Rule 14A.56 of the HKEx
Listing Rules.
- 112 -
In light of the aforesaid analysis, we are of the view that the Non-Exempt
Continuing Connected Transactions are being conducted on normal commercial terms
or on terms no less favorable to the Company than those with independent third
parties, and is in the interest of the Company and the Independent Shareholders
as a whole.
4.6 Proposed Annual Caps of the Non-Exempt
Continuing Connected Transaction
The Non-Exempt Continuing Connected Transactions are subject to the Proposed
Annual Caps whereby for each of the three years ending 31 December 2026, the
monetary value of the Non-Exempt Continuing Connected Transactions will not
exceed the applicable annual amounts as stated in the Letter from the Board.
In assessing the fairness and reasonableness of the Proposed Annual Caps, we
have discussed with the management of the Company about the basis and underlying
assumptions used in the determination of the Proposed Annual Caps.
Historical transaction amounts of the Non-Exempt Continuing Connected
Transactions for each of the two years ended 31 December 2022 and the six months
ended 30 June 2023, the historical annual caps for each of the three years
ending 31 December 2023 and the Proposed Annual Caps of the Non-Exempt
Continuing Connected Transactions for each of the three years ending 31 December
2026 are set out as follows:
Historical transaction amounts Historical annual caps Proposed annual caps
RMB Million RMB Million RMB Million
For the period
For the years ended 31 December
ended 30 June
For the years ended/ending 31 December
For the years ending 31 December
2021 2022 2023 2021 2022 2023 2024 2025 2026
4.6.1 Products and services to be provided by the Group to CNPC and the
Jointly-held Entities 69,226 82,541 27,371 150,000 147,200 144,600 95,900
102,900 104,100
4.6.2 Engineering technology services to be provided by
CNPC to the Group 162,776 171,158 54,123 198,200 197,500 197,000 236,400 250,000 256,800
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Historical transaction amounts Historical annual caps Proposed annual caps
RMB Million RMB Million RMB Million
For the period
For the years ended 31 December
ended 30 June
For the years ended/ending 31 December
For the years ending 31 December
2021 2022 2023 2021 2022 2023 2024 2025 2026
4.6.3 Production service to be
provided by CNPC to the
Group 129,264 174,688 75,827 207,700 205,500 204,500 227,400 234,400 236,400
4.6.4 Financial services to be
provided by CNPC and
CNPC Finance to the
Group 54,343 53,806 53,602 55,000 55,000 55,000 75,000 75,000 75,000
a. Deposit services to
be provided by
CNPC (excluding
CNPC Finance)(1)
7,554
7,959
7,974
8,000
8,000
8,000
10,000
10,000
10,000
b. Deposit services to
be provided by
CNPC Finance(2)
46,789
45,847
45,628
47,000
47,000
47,000
65,000
65,000
65,000
(1) Historical transaction amounts and proposed Annual Caps refer to aggregate
of maximum deposits made by the Group with CNPC (excluding CNPC Finance) and the
interests received in respect of these deposits
(2) Historical transaction amounts and proposed Annual Caps refer to aggregate
of maximum deposits made by the Group with CNPC Finance and the interests
received in respect of these deposits
4.6.1 Products and services to be provided by the Group to CNPC and the
Jointly-held Entities
The Proposed Annual Caps for the products and services to be provided by the
Group to CNPC and the Jointly-held Entities have been determined with reference
to:
(a) the historical transactions and transaction amounts in providing products
and services by the Group to CNPC/Jointly-held Entities;
(b) the estimated business development of the Group and CNPC;
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(c) the potential fluctuations in the prices of crude oil, petrochemical
products, natural gas, and other oil products and services both in the
international market and in the domestic market; and
(d) quantities of crude oil and natural gas reserves required (by CNPC as
decreed by the government).
Based on the information provided by the Company, the historical transaction
amounts of products and services provided by the Group to CNPC and the
Jointly-held Entities were approximately RMB69,226 million and RMB82,541 million
for the two years ended 31 December 2022 respectively, representing
approximately 46.2% and 56.1% of the historical annual caps respectively. As
advised by the management of the Company, the main reasons for the discrepancy
between the historical annual caps and historical amounts incurred for the two
years ended 31 December 2022 are as follows:
(1) international trade accounts for a large proportion of this category of
connected transactions, and its uncertainly is far greater than other
businesses; (2) considering that the Group and CNPC and most of their respective
subsidiaries are located in the same region, the Group wished to supply more
products and services to CNPC in order to save logistic costs and improve
efficiency. However, as markets and needs from CNPC may change and there is
competition from independent third parties on the market, products and services
actually provided by the Group to CNPC were less than anticipated. In terms of
the Proposed Annual Caps for products and services to be provided by the Group
to CNPC and the Jointly-held Entities for each of the three years ending 31
December 2026, the expected amounts in products and services to be provided by
the Group to CNPC and the Jointly-held Entities will decrease by approximately
33.7% in 2024 as compared to 2023, then will increase by approximately 7.3% in
2025 as compared to 2024, and increase by approximately 1.2% in 2026 as compared
to 2025. Furthermore, we understand from the management of the Company that the
decrease in the Proposed Annual Caps in 2024 as compared to 2023 is mainly due
to the historical annual caps were not fully utilized. The utilization rate of
the annual caps for 2021 and 2022 were 46.2% and 56.1% respectively. Therefore,
the Company adjusted the Proposed Annual Caps in 2024 according to the market
changes and actual needs from CNPC.
In arriving at the Proposed Annual Caps for products and services to be provided
by the Group to CNPC and the Jointly-held Entities for the three years ending 31
December 2026, the Group has estimated the future crude oil, natural gas, and
other refined oil products prices based on experience with reference to the
historical crude oil, natural gas, and other refined oil products price
fluctuations and expected future price fluctuations. We are given to understand
that when determining the Proposed Annual
- 115 -
Caps for 2024-2026, the Company assumed the international crude oil average
prices to be US$80 per barrel, US$78 per barrel and US$75 per barrel for 2024,
2025 and 2026, respectively. According to the previous description of the oil
products government-prescribed pricing policy, we also note that the price of
gasoline and diesel will change according to fluctuations in international oil
prices, which is adjusted every ten working days.
Below is the world's major crude oil index from 1 January 2020 to 31 August
2023:
Source: Bloomberg as at 31 August 2023
According to the information obtained from Bloomberg, the international crude
oil price has been fluctuating significantly and the closing prices of North Sea
Brent from 1 January 2020 to 31 August 2023 ranged from about US$17.3 per barrel
to US$133.9 per barrel. According to the international oil price forecast by
Bloomberg as of 30 June 2023, they predict that the international crude oil
prices for the coming three years will remain steady, with forecast median
international oil prices of approximately US$83, US$80 and US$75 per barrel for
2024-2026, respectively.
Taking into account the historical crude oil price fluctuations and the future
oil prices as estimated in the international oil price forecast by Bloomberg as
of 30 June 2023, we consider that the Company's estimation of the international
crude oil prices in the next three years to be US$80 per barrel, US$78 per
barrel and US$75 per barrel respectively are fair and within reasonable
intervals.
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According to National Development and Reform Commission document (NDRC
Price[2015] 351) "Rationalizing Prices of Natural Gas Used by Non-Residential
Consumers", we note that the prices of existing and incremental gas would be
merged, to rationalize the price of natural gas used by non-residential
consumers, which was implemented on 1 April 2015. According to the PRC State
Council document ([2018] 31) "Promoting the Coordinated and Stable Development
of Natural Gas", we note that "rationalizing natural gas pricing mechanism" has
been set as a policy objective. In August 2017, the National Development and
Reform Commission published "Notice of the National Development and Reform
Commission on Lowering the Non-residential Natural Gas City-Gate Benchmark
Price" (NDRC Price [2017]1582) which stated natural gas city-gate benchmark
prices for various provinces (districts and cities) in the PRC, ranging from
RMB1050 per thousand cubic meter (value-added tax included) to RMB2080 per
thousand cubic meter (value-added tax included). In April 2019, the National
Development and Reform Commission published "Notice of the National Development
and Reform Commission on Adjustment of Natural Gas City-Gate Benchmark Prices"
(NDRC Price [2019] 562), in which the city-gate benchmark prices after
adjustment for various provinces (districts and cities) in the PRC range from
RMB1030 per thousand cubic meter (9% value-added tax included) to RMB2040 per
thousand cubic meter (9% value-added tax included). Therefore, we concur with
the Company's estimation of the natural gas prices to remain stable for the
following three years ending 31 December 2026.
Given the markets and needs from CNPC may change and there is competition from
independent third parties on the market, the quantities of future transactions
between the Group and CNPC and the Jointly-held Entities may decrease. We are of
the view that given the uncertainties in the world energy market, the
fluctuating energy prices and business development of the Group, the Proposed
Annual Caps will enable the Group to provide reasonably steady supply to CNPC
and the Jointly-held Entities.
4.6.2 Engineering technology services to be provided by CNPC to the Group
The Proposed Annual Caps for the provision of engineering technology services
have been determined with reference to:
(a) the completed transactions and transaction amounts for the engineering
technology services provided by CNPC to the Group; and
(b) the estimated business development of the Group.
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Based on the information provided by the Company, the historical transaction
amounts of engineering technology services provided by CNPC to the Group were
approximately RMB162,776 million, and RMB171,158 million for the two years ended
31 December 2022 respectively, representing approximately 82.1% and 86.7% of the
historical annual caps respectively. As advised by the management of the
Company, the main reasons for the discrepancy between the historical annual caps
and historical amounts incurred for the two years ended 31 December 2022 are as
follows: (i) both the Company and CNPC are large enterprises, with a large scale
and transaction volumes. Since the proposed annual caps for the continuing
connected transaction are for three years, it is difficult for the Company to
anticipate all the possible contingencies accurately during the period.
Accordingly, the Company makes sufficient estimations taking into consideration
commercially feasible plans and the Company's needs for production and operation
when applying for the annual caps; and (ii) CNPC's competitiveness in the
industry are comparably stronger as it has human resource advantages,
technological advantages and cost advantages, etc. When estimating the
historical annual caps, the Group has considered the possibility that CNPC will
participate in all the projects. However, CNPC might not be able to participate
in all the projects in practice due to specific conditions of different
projects.
In terms of the Proposed Annual Caps for engineering technology services to be
provided by CNPC to the Group for each of the three years ending 31 December
2026, the expected amounts in engineering technology services to be provided by
CNPC to the Group will increase by approximately 20.0% in 2024 as compared to
2023, then will increase by approximately 5.8% in 2025 as compared to 2024 and
then increase by approximately 2.7% in 2026 as compared to 2025.
As advised by the management of the Company that the Proposed Annual Caps of
engineering technology services to be provided by CNPC to the Group is based on
the estimated business development plan, including but not limited to,
accelerate the construction of key production capacity and engineering projects,
green and low-carbon transformation, refining and upgrading, etc. The Group has
obtained engineering technology services from CNPC in the ordinary course of
business. CNPC has extensive experience in exploration and development of crude
oil and natural gas projects in the world, offering premier engineering
technology services to the Group. CNPC is also one of the few companies in the
PRC which provide quality petrochemical related engineering technology services.
We understand from the management of the Company that the Proposed Annual Caps
of engineering technology services to be provided by CNPC to the Group for 2024
to 2026 are determined by considering (i) the possibility of a substantial level
of
- 118 -
construction projects obtained by CNPC based on the
above-mentioned advantages offered by CNPC; and (ii) the
historical capital expenditure, historical caps and
historical transaction amounts.
Having considered the above-mentioned, we are of the view that the future
capital expenditure plan is in line with the Company's business development
objectives, and are prepared after careful consideration. We are of the view
that the Proposed Annual Caps for the provision of engineering technology
services provide sufficient room for the Group to capture the Group's future
anticipated expansion plan, and the Proposed Annual Caps for the provision of
engineering technology services are determined on a fair and reasonable basis.
4.6.3 Production services to be provided by CNPC to the Group
The Proposed Annual Caps for the production services
provided by CNPC to the Group have been
determined with reference to:
(a) the previous transactions conducted and transaction amounts in respect of
production services provided by CNPC to the Group;
(b) the estimated business development of the Group;
and
(c) the potential fluctuations in the international and the PRC market prices of
crude oil, petroleum and petrochemical products.
Based on the information provided by the Company, the historical transaction
amounts of production services provided by CNPC to the Group were approximately
RMB129,264 million and RMB174,688 million for the two years ended 31 December
2022 respectively, representing approximately 62.2% and 85.0% of the historical
annual caps respectively. As advised by the management of the Company, the main
reasons for the discrepancy between the historical annual caps and historical
amounts incurred for the two years ended 31 December 2022 are as follows: (i)
international trade accounted for a large proportion of this category of
connected transactions, and its uncertainty is much greater than other
businesses; and (ii) due to the objective to maintain the quality of crude oil
and natural gas, CNPC is required to replace its crude oil and natural gas
reserve from time to time and supply the replaced crude oil and natural gas to
the Company to conduct production and sales activities, and the quantities and
timing of replacement are uncertain.
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Based on the Proposed Annual Caps for production services to be provided by CNPC
to the Group for each of the three years ending 31 December 2026, the expected
production services to be provided by CNPC to the Group will increase by
approximately 11.2% in 2024 as compared to 2023, then will increase by
approximately 3.1% and 0.9%, respectively in 2025 and 2026 as compared with
those in 2024 and 2025 respectively. The increase in the Proposed Annual Caps
for 2024-2026 as compared to the historical annual caps for 2021-2023 is mainly
due to the average spot price for North Sea Brent crude oil in the first half of
2023 was US$79.66 per barrel, representing an increase of approximately 99.4% as
compared with US$39.95 per barrel of the first half of 2020.
As advised by the management of the Company, the Proposed Annual Caps of
production services to be provided by CNPC to the Group is based on the
estimated business development plan. Due to the objective to maintain the
quality of crude oil and natural gas, CNPC is required to replace its crude oil
and natural gas reserves from time to time and supply the replaced crude oil and
natural gas to the Company to conduct production and sales activities.
Therefore, this amount needs to be taken into consideration when determining the
proposed annual caps.
Having considered the above-mentioned, we are of the opinion that the Proposed
Annual Caps for the production services provided by CNPC to the Group are
determined on a fair and reasonable basis.
4.6.4 Financial services to be provided by CNPC and CNPC Finance to the Group
respectively: deposit services
The Proposed Annual Caps for the aggregate of maximum daily deposits made by the
Group with CNPC and CNPC Finance and the interests received in respect of these
deposits have been determined with reference to:
(a) the estimated business development of the Group;
(b) the Group's historical cash flow and levels of deposits;
(c) the expected net cash inflow from the Company's operations; and
(d) the competitive interest rates offered by CNPC, CNPC Finance and other
financial institutions.
- 120 -
Based on the information provided by the Company, the historical transaction
amounts of financial services (aggregate of deposits and interests) provided by
CNPC and CNPC Finance to the Group were approximately RMB54,343 million and
RMB53,806 million for the two years ended 31 December 2022, respectively,
representing approximately 98.8% and 97.8% of the historical annual caps
respectively.
Based on the Proposed Annual Caps for deposit services to be provided by CNPC
and CNPC Finance to the Group for each of the three years ending 31 December
2026, the expected deposit services to be provided by CNPC and CNPC Finance to
the Group will increase by approximately 36.4% in 2024 as compared to 2023, then
will remain unchanged in 2025 and 2026 as compared to 2024. As advised by the
management of the Company, the Proposed Annual Caps of deposit services
(aggregate of deposits and interests) to be provided by CNPC and CNPC Finance to
the Group is based on estimated business development of the Group. The reasons
for the determination of higher Proposed Annual Caps for the financial services
(aggregate of deposits and interests) to be provided by CNPC and CNPC Finance to
the Group in 2024, 2025, and 2026 as compared with 2023 are primarily: (i) based
on the historical transaction amount, the Group's demand of financial services
(aggregate of deposits and interests) are relatively stable; (ii) the Company's
planned expansion and/or business development, including establishing new energy
and new material department, accelerating new energy, new material, green and
low-carbon transformation, etc., as a result, the achievable income is expected
to increase in the future, which will lead to a corresponding increase in the
Company's internal settlement amount and various cash flows; and (iii) the
competitive interest rates offered by CNPC, CNPC Finance and other financial
institutions.
- 121 -
We have compared the proposed annual caps of deposit services to be provided by
CNPC and CNPC Finance to the Group with the amount of cash and cash equivalent
of the Group. The tables below illustrate the comparison between the Group's
cash and cash equivalent as at 31 December 2020, 2021 and 2022 and 30 June 2023
and the historical annual caps of deposit service for 2020-2023:
As at
31 December As at
31 December As at
31 December As at
30 June
2020 2021 2022 2023
(Audited) (Audited) (Audited) (Unaudited)
RMB million RMB million RMB million RMB million
Time deposits with
maturities over three
months and less than
one year
Cash and cash equivalents at the end of the period 27,319
118,631 26,747
136,789 33,859
191,190 43,381
219,173
Total cash and cash equivalents
A
145,950
163,536
225,049
262,554
Historical annual caps of deposit services to be provided by CNPC and CNPC
Finance
B
63,000
55,000
55,000
55,000
Historical annual caps to the total cash and cash equivalents (%)
B/A
43.2
33.6
24.4
20.9
- 122 -
The table below illustrates the comparison between the Group's cash and cash
equivalent as at 30 June 2023 and the proposed annual caps of deposit service
for 2024-2026:
Proposed annual caps for 2024-2026 to the total cash
and cash equivalents as at 30
June 2023
RMB million (%)
Total cash and cash equivalents as
30 June 2023 262,554 --
Proposed annual caps of deposit
services to be provided by CNPC
for 2024-2026 10,000 3.8
Proposed annual caps of deposit
services to be provided by CNPC
Finance for 2024-2026 65,000 24.8
Total proposed annual caps of
deposit service for 2024-2026 75,000 28.6
According to the above table, the historical annual caps of deposit service for
2020 and 2021 to the total cash and cash equivalents of the Group as at 31
December 2020 and 2021 were approximately 43.2% and 33.6% respectively. Given
the Group's cash and cash equivalent has increased significantly from 31
December 2021 to 30 June 2023, representing an increase of approximately 60.5%
from 2021 to 2023. Thus, the percentage of the historical annual caps for 2022
and 2023 to the total cash and cash equivalents as at 31 December 2022 and 30
June 2023 has decreased to 24.4% and 20.9%, respectively. In additions, the
proposed annual caps of deposit services for 2024-2026 to the total cash and
cash equivalents as at 30 June 2023 was approximately 28.6%, which is comparable
to the historical annual caps of deposit services for 2020 and 2021. The
increase in the proposed annual caps for 2024-2026 as compared to the historical
annual caps for 2021-2023 is mainly due to: (i) the Group is in a leading
position in the oil gas industry in the PRC, which has been profitable for
consecutive years and with an abundant cash flow; and (ii) the Group strictly
manages and controls the cash inflow and outflow of its investing and financing
activities to ensure and maintain a positive cash flow and net current asset
position. As a result, the total cash and cash equivalents of the Group has
increased from approximately RMB145,950
- 123 -
xmillion as at 31 December 2020 to approximately RMB225,049
million as at 31 December 2022, representing a CAGR of 24.2%
from 2020 to 2022. Given the Group expects to continue to
generate positive cash flow in the future, there is expected
to be a corresponding increase in the total cash and cash
equivalents.
Considering (i) given the Group's historical cash flow position, it is expected
that the Group will continue to generate positive net cash flow in the future,
which will lead to a corresponding increase in the cash and cash equivalents;
(ii) the percentage of the proposed annual caps of deposit service for 2024-2026
to the total cash and cash equivalents of the Group as at 30 June 2023 remains
at similar level as compared to the historical percentage in 2020 and 2021;
(iii) there is a significant increase in the total cash and cash equivalent of
the Group from 31 December 2020 to 30 June 2023; (iv) according to the 2022
annual report of the Company, the Group plans to enhance exploration and
development, actively increase oil and gas reserve and output, develop chemicals
and new material business steadily, promote the integration of oil and gas and
new energy, and develop new energy business steadily, etc. The expected business
expansion will lead to a corresponding increase in the transaction volume and
number of settlement; (v) given the business nature of the Company, relevant
transactions are mostly associated with large amounts of cash inflows and/or
outflows, therefore the annual cap should be set to such level that allows
reasonable business flexibility; and
(vi) the utilization rate of the annual caps for 2021 and 2022 were
approximately 98.8% and 97.8% respectively. The historical utilization status,
the historical annual caps did not show overestimation. We are of the opinion
that the Proposed Annual Caps for the financial services (aggregate of deposits
and interests) provided by CNPC and CNPC Finance to the Group are determined on
a fair and reasonable basis.
5. RECOMMENDATION
Having considered the above principal factors and reasons, we consider that (i)
the entering of the Non-Exempt Continuing Connected Transactions are in the
ordinary and usual course of business of the Group and on normal commercial
terms or terms no less favorable to the Company than those with independent
third parties; (ii) the Proposed Annual Caps of the Non-Exempt Continuing
Connected Transactions are reasonably determined; (iii) the terms of the
Non-Exempt Continuing Connected Transactions are fair and reasonable so far as
the Independent Shareholders are concerned; and (iv) the entering of the
Non-Exempt Continuing Connected Transactions are in the interest of the Company
and the Independent Shareholders as a whole.
- 124 -
We therefore advise the Independent Board Committee to recommend the Independent
Shareholders to vote in favor of ordinary resolutions in relation to the
Non-Exempt Continuing Connected Transactions as detailed in the notice of the
Extraordinary General Meeting as set out at the end of the Circular.
Yours faithfully, For and on behalf of
ICBC International Capital Limited
Vincent Wong
Managing Director
Corporate Advisory Group
Letty Wu
Executive Director
Corporate Advisory Group
Mr. Vincent Wong and Ms. Letty Wu are licensed persons registered with the
Securities and Futures Commission to carry out Type 1 (dealing in securities),
Type 4 (advising on securities) and Type 6 (advising on corporate finance)
regulated activities under the SFO. Mr. Wong is a responsible officer of ICBC
International Capital Limited and has over 19 years of experience in finance and
investment bank. Ms. Wu is a responsible officer of ICBC International Capital
Limited and has over 17 years of experience in finance and investment bank.
- 125 -
1. RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full
responsibility, includes particulars given in compliance with the HKEx Listing
Rules for the purpose of giving information with regard to the Company. The
Directors having made all reasonable enquiries, confirm that to the best of
their knowledge and belief the information contained in this circular is
accurate and complete in all material respects and not misleading or deceptive,
and there are no other matters the omission of which would make any statement
herein or this circular misleading.
2. DISCLOSURE OF INTERESTS AND CONFIRMATION
As at the Latest Practicable Date, none of the Directors, Supervisors or chief
executive of the Company had an interest and short positions in the shares,
underlying shares and debentures of the Company or an associated corporation.
As at the Latest Practicable Date:
(a) no Director, Supervisor or chief executive of the Company had any interest
or short position in the Shares, underlying Shares and debentures of the Company
or any of its associated corporations (within the meaning of Part XV of the SFO)
which were required to be notified to the Company and the Hong Kong Stock
Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including those
taken or deemed as their interests and short position in accordance with such
provisions of the SFO), or which were required, pursuant to Section 352 of the
SFO, to be entered in the register referred to therein, or which were required,
pursuant to the Model Code for Securities Transactions by Directors of Listed
Issuers, to be notified to the Company and the Hong Kong Stock Exchange;
(b) apart from Mr. Dai Houliang, Mr. Hou Qijun, Mr. Duan Liangwei, Mr. Huang
Yongzhang, Mr. Ren Lixin and Mr. Xie Jun, who are deemed as connected directors
of the Company by virtue of their positions in CNPC who abstained from voting at
the board meeting held on 30 August 2023 in respect of the Continuing Connected
Transactions and apart from Mr. Cai Anhui, Mr. Xie Haibing, Ms. Zhao Ying, Mr.
Cai Yong and Mr. Jiang Shangjun, who also hold positions in CNPC, none of other
Directors or Supervisors was materially interested in any contract or
arrangement entered into by any member of the Group, which was subsisting and
significant in relation to the business of the Group;
- 126 -
(c) apart from Mr. Dai Houliang, Mr. Hou Qijun, Mr. Duan Liangwei, Mr. Huang
Yongzhang, Mr. Ren Lixin and Mr. Xie Jun, who are deemed as connected directors
of the Company by virtue of their positions in CNPC who abstained from voting at
the board meeting held on 30 August 2023 in respect of the Continuing Connected
Transactions and apart from Mr. Cai Anhui, Mr. Zhang Daowei, Mr. Xie Haibing,
Ms. Zhao Ying, Mr. Cai Yong and Mr. Jiang Shangjun, who also hold positions in
CNPC, none of other Directors, Supervisors or proposed Director had any direct
or indirect interest in any assets which have been, since 31 December 2022,
being the date to which the latest published audited financial statements of the
Company were made up, acquired or disposed of by or leased to any member of the
Group, or are proposed to be acquired or disposed of by or leased to any member
of the Group;
(d) except for Mr. Dai Houliang, Mr. Hou Qijun, Mr. Duan Liangwei, Mr. Huang
Yongzhang, Mr. Ren Lixin, Mr. Xie Jun and Mr. Zhang Daowei, who are concurrently
serving as a director and/or senior management of CNPC, to the best of the
Directors' knowledge, none of our Directors, proposed Director or any of their
close associates had any interest in a business which competes or is likely to
compete, directly or indirectly, with the Group's business;
(e) the Directors are not aware of any material adverse change in the financial
or trading positions of the Group since 31 December 2022, the date to which the
latest published audited financial statements of the Company were made up; and
(f) none of the Directors or Supervisors had entered or proposed to enter into
any service contract with the Company or any member of the Group (excluding
contracts expiring or determinable by the employer within one year without
payment of compensation (other than statutory compensation)).
- 127 -
3. SUBSTANTIAL SHAREHOLDERS
As at the Latest Practicable Date, as far as is known to the Directors and the
chief executive of the Company, the following persons have an interest or short
position in the shares or underlying shares of the Company which would fall to
be disclosed to the Company under Divisions 2 and 3 of Part XV of the SFO or who
are directly or indirectly interested in 10% or more of any class of share
capital carrying rights to vote in all circumstances at general meetings:
Name of
shareholders
Nature of
share holding Number of shares Capacity
Percentage
of such shares in the same
class of the issued share
capital
Percentage
of total share capital
(%) (%)
CNPC A Shares 150,923,565,570 (L) Beneficial Owner 93.21 82.46
BlackRock, Inc. (2)
H Shares 291,518,000 (L) (1) Interest of Corporation Controlled by the
Substantial Shareholder
H Shares 1,472,617,558 (L) Interest of Corporation Controlled by the
Substantial Shareholder
1.38 0.16
6.98 0.80
(L) Long position
(1) 291,518,000 H shares (long position) were held by Fairy King Investments
Limited, an overseas wholly-owned subsidiary of CNPC. CNPC is deemed to be
interested in the H shares held by Fairy King Investments Limited.
(2) BlackRock, Inc., through various subsidiaries, had an interest in the H
shares of the Company, 1,472,617,558 H shares (long position) were held in its
capacity as interest of corporation controlled by the substantial shareholder,
including 12,690,000 underlying shares through its holding of certain unlisted
derivatives (cash settled).
Save as disclosed above, the Directors and chief executive of the Company are
not aware that there is any party who, as at the Latest Practicable Date, had an
interest or a short position in the shares and underlying shares of the Company
which would fall to be disclosed to the Company under the provisions of
Divisions 2 and 3 of Part XV of the SFO or who are directly or indirectly
interested in 10% or more of any class of share capital carrying rights to vote
in all circumstances at general meetings.
- 128 -
Except for Mr. Dai Houliang, Mr. Hou Qijun, Mr. Duan Liangwei, Mr. Huang
Yongzhang, Mr. Ren Lixin, Mr. Xie Jun, Mr. Zhang Daowei, Mr. Cai Anhui, Mr. Xie
Haibing and Ms. Zhao Ying, Mr. Cai Yong and Mr. Jiang Shangjun, who are
concurrently directors and/or employees of CNPC, as of the Latest Practicable
Date, no other Director, Supervisor or proposed Director acted as director or
employee of any Shareholder of the Company nor director or employee of the
company having any interests or short position in the Shares or underlying
Shares of the Company or otherwise was required to be notified to the Company
pursuant to Divisions 2 and 3 of Part XV of the SFO.
4. EXPERTS' QUALIFICATIONS AND CONSENTS
The following are the qualifications of the experts
who have given opinions or advice which are
contained in this circular:
Names Qualification
ICBC International Capital Limited a licensed corporation carrying out Type 1
(dealing in securities), Type 4 (advising on securities) and Type 6 (advising on
corporate finance) regulated activities under the SFO
Beijing Huayuan Longtai Real
Estate and Land Assets Valuation Co., Ltd. ()
an independent valuer
(a) Each of ICBC International Capital Limited and Beijing Huayuan Longtai Real
Estate and Land Assets Valuation Co., Ltd. () is not beneficially interested in
the share capital of any member of the Group and none of them has any right
(whether legally enforceable or not), to subscribe for or to nominate persons to
subscribe for securities in any member of the Group.
(b) Each of ICBC International Capital Limited and Beijing Huayuan Longtai Real
Estate and Land Assets Valuation Co., Ltd. () has given and has not withdrawn
its written consent to the issue of this circular with inclusion of its opinions
and letters, as the case may be, and the reference to its name included herein
in the form and context in which they respectively appear.
- 129 -
(c) As at the Latest Practicable Date, each of ICBC International Capital
Limited and Beijing Huayuan Longtai Real Estate and Land Assets Valuation Co.,
Ltd. () did not have any direct or indirect interest in any assets which have
been, since 31 December 2022 (being the date to which the latest published
audited financial statements of the Company were made up), acquired or disposed
of by or leased to any member of the Group, or are proposed to be acquired or
disposed of by or leased to any member of the Group.
5. GENERAL
(a) The registered office of the Company is located at 16 Andelu, Dongcheng
District, Beijing, the PRC, and the headquarters of the Company is located at
No. 9 Dongzhimen North Street, Dongcheng District, Beijing, the PRC.
(b) The share registrar of the Company in Hong Kong is Hong Kong Registrars
Limited, Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East,
Wanchai, Hong Kong.
(c) In the event of inconsistency, the English language text of this circular
shall prevail over the Chinese language text.
6. DOCUMENTS ON DISPLAY
Copies of the following documents will be published on the websites of the Hong
Kong Stock Exchange (www.hkexnews.hk) and the Company (www.petrochina.com.cn)
for a period of 14 days from the date of this circular (inclusive):
(a) the New Comprehensive Agreement, the confirmation letters to the Land Use
Rights Leasing Contract and the 2017 Buildings Leasing Contract and the
Financial Services Agreement mentioned in this circular;
(b) the letter of recommendation from the Independent Board Committee, the text
of which is set out on pages 81 to 82 of this circular;
(c) the letter issued by the ICBC International Capital Limited on 20 September
2023, the text of which is set out on pages 83 to 125 of this circular;
(d) the letter issued by Beijing Huayuan Longtai Real Estate and Land Assets
Valuation Co., Ltd. () on 10 July 2023 in respect of rental of lands and
buildings of CNPC by the Group; and
- 130 -
(e) the written consents of ICBC International Capital Limited and Beijing
Huayuan Longtai Real Estate and Land Assets Valuation Co., Ltd. referred to
in paragraph headed "4. Experts' Qualifications and Consents" in this appendix.
- 131 -
PETROCHINA COMPANY LIMITED
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 857)
NOTICE OF THE 2023 FIRST EXTRAORDINARY GENERAL
MEETING
NOTICE IS HEREBY GIVEN that the 2023 first extraordinary general meeting of
PetroChina Company Limited (the "Company") will be held at V-Continent Wuzhou
Hotel, No. 8 North 4th Circle Middle Road, Chaoyang District, Beijing, the PRC
on Thursday, 9 November 2023 at 9 a.m. to consider, approve and authorize the
following matters:
ORDINARY RESOLUTIONS
To consider and, if thought fit, to pass the following as ordinary resolutions:
By way of non-cumulative voting:
1. To consider and approve the following resolution in respect of continuing
connected transactions:
"THAT, as set out in the circular dated 20 September 2023
issued by the Company to its shareholders (the "Circular"):
the new comprehensive agreement entered into between the
Company and China National Petroleum Corporation () on 30
August 2023 (the "New Comprehensive Agreement") be and is
hereby approved, ratified and confirmed; and the chief
financial officer of the Company be and is hereby authorized
to make any amendment to the New Comprehensive Agreement as
he/she thinks desirable and necessary and to do all such
further acts and things and execute such further documents
and take all such steps which in his/her opinion may be
necessary, desirable or expedient to implement and/or give
effect to the terms of such transaction; and the non-exempt
continuing connected transactions under the New
Comprehensive Agreement and their proposed annual caps,
which will be in the ordinary and usual course of business
of the Company and its subsidiaries, as the case may be, and
to be conducted on normal commercial terms, be and are
hereby approved."
- 132 -
2. To consider and approve the following resolution in respect of continuing
connected transactions:
"THAT, as set out in the Circular: the financial services
agreement entered into between the Company and China
Petroleum Finance Company Limited () on 30 August 2023 (the
"Financial Services Agreement") be and is hereby approved,
ratified and confirmed; and the chief financial officer of
the Company be and is hereby authorized to make any
amendment to the Financial Services Agreement as he/she
thinks desirable and necessary and to do all such further
acts and things and execute such further documents and take
all such steps which in his/her opinion may be necessary,
desirable or expedient to implement and/or give effect to
the terms of such transaction; and the non-exempt continuing
connected transactions under the Financial Services
Agreement and their proposed annual caps, which will be in
the ordinary and usual course of business of the Company and
its subsidiaries, as the case may be, and to be conducted on
normal commercial terms, be and are hereby approved."
3. To consider and approve the resolution of the election of Mr. Zhang Daowei as
a director of the Company.
SPECIAL RESOLUTION
To consider and, if thought fit, to pass the following as special resolution:
By way of non-cumulative voting:
4. To consider and approve the resolution of the amendments to the rules of
procedures and organization of the supervisory committee of the Company.
By order of the Board
PetroChina Company Limited
Company Secretary
WANG Hua
Beijing, the PRC
20 September 2023
- 133 -
Notes:
1. The register of members of H Shares of the Company will be closed from
Tuesday, 10 October 2023 to Thursday, 9 November 2023 (both days inclusive),
during which time no share transfers of H Shares will be effected. In order to
qualify for attending and voting at the 2023 first extraordinary general meeting
of the Company, holders of H shares must lodge all transfer documents together
with the relevant share certificates at Hong Kong Registrars Limited, at Shops
1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong
Kong for registration at or before 4:30 p.m. on Monday, 9 October 2023. Holders
of the Company's H Shares whose names appear on the register of members of the
Company on Thursday, 9 November 2023 are entitled to attend and vote in respect
of all resolutions to be proposed at the 2023 first extraordinary general
meeting of the Company.
The address of the share registrar of the Company's H Shares is:
Hong Kong Registrars Limited Shops 1712-1716,
17/F, Hopewell Centre, 183 Queen's Road East, Wanchai,
Hong Kong
2. Each Shareholder is entitled to attend and vote at the 2023 first
extraordinary general meeting of the Company may appoint one or more proxies to
attend and vote on his/her/its behalf at this 2023 first extraordinary general
meeting of the Company. A proxy need not be a shareholder of the Company.
3. A proxy of a Shareholder who has appointed more than one proxy may only vote
on a poll.
4. The instrument appointing a proxy must be in writing under the hand of the
appointer or his/her/its attorney duly authorized in writing, or if the
appointer is a legal person, either under seal or under the hand of a director
or a duly authorized attorney. If that instrument is signed by an attorney of
the appointer, the power of attorney authorizing that attorney to sign or other
document of authorization must be notarized. To be valid, for holders of A
Shares, the notarized power of attorney or other document of authorization, and
the proxy form must be delivered to the Board of Directors Office (Address: Room
0612, Block C, PetroChina Building, No.9 Dongzhimen North Street, Dongcheng
District, Beijing, the PRC (Postal code: 100007)) not less than 24 hours before
the time appointed for the holding of the 2023 first extraordinary general
meeting of the Company (i.e., by no later than 9:00 a.m. on Wednesday, 8
November 2023). To be valid, for holders of H shares, the above documents must
be delivered to Hong Kong Registrars Limited (Address: 17M Floor, Hopewell
Centre, 183 Queen's Road East, Wanchai, Hong Kong) within the same period.
5. The completed and signed reply slip accompanying each
notice of the 2023 first extraordinary general meeting of
the Company should be delivered to Board of Directors Office
for holders of A shares at Room 0612, Block C, PetroChina
Building, No.9 Dongzhimen North Street, Dongcheng District,
Beijing, the PRC (Postal code: 100007) on or before 4:30
p.m. on Thursday, 19 October 2023 personally, by mail, by
email (ir@petrochina.com.cn) or by fax (fax number: (8610)
6209 9557); to Hong Kong Registrars Limited for holders of H
shares at 17M Floor, Hopewell Centre, 183 Queen's Road East,
Wanchai, Hong Kong within the same period.
6. This 2023 first extraordinary general meeting of the Company is expected to
last for half a day. Shareholders (in person or by proxy) attending this 2023
first extraordinary general meeting of the Company are responsible for their own
transportation and accommodation expenses.
- 134 -
7. The address of the Board of Directors Office is as follows:
Room 0612, Block C, PetroChina Building No.9 Dongzhimen North Street,
Dongcheng District, Beijing, the PRC Postal code: 100007
Tel: (8610) 5998 2622
Fax: (8610) 6209 9557
Email Address: ir@petrochina.com.cn
8. As at the date of this notice, 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 and Mr.
Ren Lixin 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.
- 135 -
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong
Limited take no responsibility for the contents of this notice, 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 notice.
PETROCHINA COMPANY LIMITED
(a joint stock limited company incorporated in the People's Republic of China
with limited liability)
(Stock Code: 857)
NOTICE OF THE 2023 FIRST EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2023 first extraordinary general meeting of
PetroChina Company Limited (the "Company") will be held at V-Continent Wuzhou
Hotel, No. 8 North 4th Circle Middle Road, Chaoyang District, Beijing, the PRC
on Thursday, 9 November 2023 at 9 a.m. to consider, approve and authorize the
following matters:
ORDINARY RESOLUTIONS
To consider and, if thought fit, to pass the following as ordinary resolutions:
By way of non-cumulative voting:
1. To consider and approve the following resolution in respect of continuing
connected transactions:
"THAT, as set out in the circular dated 20 September 2023 issued by the Company
to its shareholders (the "Circular"): the new comprehensive agreement entered
into between the Company and China National Petroleum Corporation ( ) on 30
August 2023 (the "New Comprehensive Agreement") be and is hereby approved,
ratified and confirmed; and the chief financial officer of the Company be and is
hereby authorized to make any amendment to the New Comprehensive Agreement as
he/she thinks desirable and necessary and to do all such further acts and things
and execute such further documents and take all such steps which in his/her
opinion may be necessary, desirable or expedient to implement and/or give effect
to the terms of such transaction; and the non-exempt continuing connected
transactions under the New Comprehensive Agreement and their proposed annual
caps, which will be in the ordinary and usual course of business of the Company
and its subsidiaries, as the case may be, and to be conducted on normal
commercial terms, be and are hereby approved."
- 1 -
2. To consider and approve the following resolution in respect of continuing
connected transactions:
"THAT, as set out in the Circular: the financial services agreement entered into
between the Company and China Petroleum Finance Company Limited ( ) on 30 August
2023 (the "Financial Services Agreement") be and is hereby approved, ratified
and confirmed; and the chief financial officer of the Company be and is hereby
authorized to make any amendment to the Financial Services Agreement as he/she
thinks desirable and necessary and to do all such further acts and things and
execute such further documents and take all such steps which in his/her opinion
may be necessary, desirable or expedient to implement and/or give effect to the
terms of such transaction; and the non-exempt continuing connected transactions
under the Financial Services Agreement and their proposed annual caps, which
will be in the ordinary and usual course of business of the Company and its
subsidiaries, as the case may be, and to be conducted on normal commercial
terms, be and are hereby approved."
3. To consider and approve the resolution of the election of Mr. Zhang Daowei as
a director of the Company.
SPECIAL RESOLUTION
To consider and, if thought fit, to pass the following as special resolution:
By way of non-cumulative voting:
4. To consider and approve the resolution of the amendments to the rules of
procedures and organization of the supervisory committee of the Company.
By order of the Board PetroChina Company Limited Company Secretary WANG Hua
Beijing, the PRC 20 September 2023
- 2 -
Notes:
1. The register of members of H Shares of the Company will be closed from
Tuesday, 10 October 2023 to Thursday, 9 November 2023 (both days inclusive),
during which time no share transfers of H Shares will be effected. In order to
qualify for attending and voting at the 2023 first extraordinary general meeting
of the Company, holders of H shares must lodge all transfer documents together
with the relevant share certificates at Hong Kong Registrars Limited, at Shops
1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong
Kong for registration at or before 4:30 p.m. on Monday, 9 October 2023. Holders
of the Company's H Shares whose names appear on the register of members of the
Company on Thursday, 9 November 2023 are entitled to attend and vote in respect
of all resolutions to be proposed at the 2023 first extraordinary general
meeting of the Company.
The address of the share registrar of the Company's H Shares is:
Hong Kong Registrars Limited
Shops 1712-1716,
17/F, Hopewell Centre,
183 Queen's Road East,
Wanchai, Hong Kong
2. Each Shareholder is entitled to attend and vote at the 2023 first
extraordinary general meeting of the Company may appoint one or more proxies to
attend and vote on his/her/its behalf at this 2023 first extraordinary general
meeting of the Company. A proxy need not be a shareholder of the Company.
3. A proxy of a Shareholder who has appointed more than one proxy may only vote
on a poll.
4. The instrument appointing a proxy must be in writing under the hand of the
appointer or his/her/its attorney duly authorized in writing, or if the
appointer is a legal person, either under seal or under the hand of a director
or a duly authorized attorney. If that instrument is signed by an attorney of
the appointer, the power of attorney authorizing that attorney to sign or other
document of authorization must be notarized. To be valid, for holders of A
Shares, the notarized power of attorney or other document of authorization, and
the proxy form must be delivered to the Board of Directors Office (Address: Room
0612, Block C, PetroChina Building, No.9 Dongzhimen North Street, Dongcheng
District, Beijing, the PRC (Postal code: 100007)) not less than 24 hours before
the time appointed for the holding of the 2023 first extraordinary general
meeting of the Company (i.e., by no later than 9:00 a.m. on Wednesday, 8
November 2023). To be valid, for holders of H shares, the above documents must
be delivered to Hong Kong Registrars Limited (Address: 17M Floor, Hopewell
Centre, 183 Queen's Road East, Wanchai, Hong Kong) within the same period.
5. The completed and signed reply slip accompanying each notice of the 2023
first extraordinary general meeting of the Company should be delivered to Board
of Directors Office for holders of A shares at Room 0612, Block C, PetroChina
Building, No.9 Dongzhimen North Street, Dongcheng District, Beijing, the PRC
(Postal code: 100007) on or before 4:30 p.m. on Thursday, 19 October 2023
personally, by mail, by email (ir@petrochina.com.cn) or by fax (fax number:
(8610) 6209 9557); to Hong Kong Registrars Limited for holders of H shares at
17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong within the
same period.
6. This 2023 first extraordinary general meeting of the Company is expected to
last for half a day. Shareholders (in person or by proxy) attending this 2023
first extraordinary general meeting of the Company are responsible for their own
transportation and accommodation expenses.
- 3 -
7. The address of the Board of Directors Office is as follows:
Room 0612, Block C, PetroChina Building
No.9 Dongzhimen North Street,
Dongcheng District, Beijing, the PRC
Postal code: 100007
Tel: (8610) 5998 2622
Fax: (8610) 6209 9557
Email Address: ir@petrochina.com.cn
8. As at the date of this notice, 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 and Mr.
Ren Lixin 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.
- 4 -
PETROCHINA COMPANY LIMITED ( ) (a joint stock limited company incorporated in
the People's Republic of China with limited liability)
( Stock Code:857)
NOTIFICATION
20 September 2023
Dear Non-registered Holder (1),
PetroChina Company Limited (the "Company")
- Notice of Publication of Circular and Notice of Extraordinary General Meeting
("Current Corporate Communications")
The English and Chinese versions of the Company's Current Corporate
Communications are available on the Company's website at www.petrochina.com.cn
and the website of HKEXnews at www.hkexnews.hk. You may access the Current
Corporate Communications by browsing through the Company's website or the
website of HKEXnews.
If you want to receive a printed version of the Current Corporate
Communications, please complete the Request Form on the reverse side and return
it to the Company c/o Hong Kong Registrars Limited (the "Hong Kong Share
Registrar") by using the mailing label at the bottom of the Request Form (no
need to affix a stamp if posted in Hong Kong; otherwise, please affix an
appropriate stamp). The address of the Hong Kong Share Registrar is 17M Floor,
Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong. The Request Form
may also be downloaded from the Company's website at www.petrochina.com.cn or
the website of HKEXnews at www.hkexnews.hk.
Should you have any queries relating to any of the above matters, please call
the Company's telephone hotline at (852) 2862 8688 during business hours from
9:00 a.m. to 6:00 p.m. from Monday to Friday, excluding public holidays or send
an email to PetroChina.ecom@computershare.com.hk.
By order of the Board
PetroChina Company Limited
WANG Hua
Company Secretary
Note: (1) This letter is addressed to Non-registered Holders ("Non-registered
Holder" means such person or company whose shares are held in The Central
Clearing and Settlement System (CCASS) and who has notified the Company from
time to time through Hong Kong Securities Clearing Company Limited to receive
Corporate Communications). If you have sold or transferred your shares in the
Company, please disregard this letter and the Request Form on the reverse side.
2023.9.20.
PETH-20092023-1(0)
CCS6241 PETH_NRH
Request Form
To: PetroChina Company Limited (the "Company")
(Stock Code: 857)
c/o Hong Kong Registrars Limited
17M Floor, Hopewell Centre, 183 Queen's Road East,
Wan Chai, Hong Kong
I/We have already received a printed copy of the Current Corporate
Communications in Chinese/English or have chosen (or are deemed to have
consented) to read the Current Corporate Communications posted on the Company's
website, I/We would like to receive another printed version of the Current
Corporate Communications of the Company as indicated below:
(Please mark ONLY ONE(X)of the following boxes)
I/We would like to receive a printed copy in English now. I/We would like to
receive a printed copy in Chinese now. I/We would like to receive both the
printed English and Chinese copies now.
Name(s) of Non-registered holder(s)#
Signature
(Please use ENGLISH BLOCK LETTERS )
Address#
Contact telephone number
(Please use ENGLISH BLOCK LETTERS )
Date
# You are required to fill in the details if you download this request form from
the Company's Website.
Notes
1. Please complete all your details clearly.
2. If your shares are held in joint names, the shareholder whose name stands
first on the register of members of the Company in respect of the joint holding
should sign on this Request Form in order to be valid.
3. Any form with more than one box marked (X), with no box marked (X), with no
signature or otherwise incorrectly completed will be void.
4. For the avoidance of doubt, we do not accept any other instructions written
on this Request Form.
5. Please note that both printed English and Chinese versions of all the
Company's Corporate Communications which we have sent to our Shareholders in the
past 12 months are available from the Company on request. They are also
available on the Company's website (www.petrochina.com.cn) for five years from
the date of first publication.
20092023 1 0
Mailing Label
Computershare Hong Kong Investor Services Limited
Freepost No. :37
Hong Kong
Get in touch with us
Send us an enquiry
Rate our service
Lodge a complaint
Contact Us
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Please cut the mailing label and stick it on an envelope to return this Request
Form to us. No postage is necessary if posted in Hong Kong.
PETROCHINA COMPANY LIMITED ( ) (a joint stock limited company incorporated in
the People's Republic of China with limited liability)
( Stock Code:857)
NOTIFICATION LETTER
20 September 2023
Dear Shareholder,
PetroChina Company Limited (the "Company")
- Notice of Publication of Circular, Notice of Extraordinary General Meeting,
Form of Proxy and Reply Slip ("Current Corporate Communications")
The English and Chinese versions of the Company's Current Corporate
Communications are available on the Company's website at www.petrochina.com.cn
and the website of HKEXnews at www.hkexnews.hk, or the arranged printed form(s)
of Current Corporate Communications is enclosed (if applicable). You may access
the Current Corporate Communications by browsing through the Company's website
or the website of HKEXnews.
Shareholders may at any time choose to receive free of charge Corporate
Communications(Note) either in printed form, or read the website version; and
either in English language version only, Chinese language version only or both
language versions, notwithstanding any wish to the contrary they have previously
conveyed to the Company. If you want to receive another printed version of the
Current Corporate Communications, please complete the Request Form on the
reverse side and send it to the Company c/o Hong Kong Registrars Limited (the
"Hong Kong Share Registrar"), using the mailing label and need not to affix a
stamp when returning (if posted in Hong Kong). Otherwise, please affix an
appropriate stamp. The address of Hong Kong Share Registrar is 17M Floor,
Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong. The Request Form
may also be downloaded from the Company's website at www.petrochina.com.cn or
the website of HKEXnews at www.hkexnews.hk.
If you would like to change your choice of language or means of receipt of the
Company's Corporate Communications in future, please write or send an email to
PetroChina.ecom@computershare.com.hk to the Company c/o the Hong Kong Share
Registrar. Even if you have chosen (or are deemed to have consented) to receive
all future Corporate Communications via website but for any reason you have
difficulty in receiving or gaining access to the Current Corporate
Communications, the Company will promptly upon your request send the Current
Corporate Communications to you in printed form free of charge.
Should you have any queries relating to any of the above matters, please call
the Company's telephone hotline at (852) 2862 8688 during business hours from
9:00 a.m. to 6:00 p.m. from Monday to Friday, excluding public holidays or send
an email to PetroChina.ecom@computershare.com.hk.
By order of the Board
PetroChina Company Limited
WANG Hua
Company Secretary
Note: Corporate Communications include but not limited to (a) the directors'
report, its annual accounts together with a copy of the auditors' report and,
where applicable, its summary financial report; (b) the interim report and,
where applicable, summary interim report; (c) a notice of meeting; (d) a listing
document; (e) a circular; and (f) a proxy form.
2023.9.20.
PETH-20092023-2(0)
CCS6240 PETH
Request Form
To: PetroChina Company Limited (the "Company")
(Stock Code: 857)
c/o Hong Kong Registrars Limited
17M Floor, Hopewell Centre, 183 Queen's Road East,
Wan Chai, Hong Kong
I/We have already received a printed copy of the Current Corporate
Communications in Chinese/English or have chosen (or are deemed to have
consented) to read the Current Corporate Communications posted on the Company's
website, I/We would like to receive another printed version of the Current
Corporate Communications of the Company as indicated below:
(Please mark ONLY ONE(X)of the following boxes)
I/We would like to receive a printed copy in English now.
I/We would like to receive a printed copy in Chinese now.
I/We would like to receive both the printed English and Chinese copies now.
Name(s) of Shareholder(s)#
Signature
(Please use ENGLISH BLOCK LETTERS)
Address#
Contact telephone number
(Please use ENGLISH BLOCK LETTERS )
Date
# You are required to fill in the details if you download this request form from
the Company's Website.
20092023 1 0
Notes.
1. Please complete all your details clearly.
2. If your shares are held in joint names, the shareholder whose name stands
first on the register of members of the Company in respect of the joint holding
should sign on this Request Form in order to be valid.
3. Any form with more than one box marked (X), with no box marked (X), with no
signature or otherwise incorrectly completed will be void.
4. For the avoidance of doubt, we do not accept any other instructions written
on this Request Form.
5. Please note that both printed English and Chinese versions of all the
Company's Corporate Communications which we have sent to our Shareholders in the
past 12 months are available from the Company on request. They are also
available on the Company's website (www.petrochina.com.cn ) for five years from
the date of first publication.
Mailing Label
Computershare Hong Kong Investor Services Limited
Freepost No. :37
Hong Kong
Please cut the mailing label and stick it on an envelope to return this Request
Form to us. No postage is necessary if posted in Hong Kong.
Get in touch with us
Send us an enquiry
Rate our service
Lodge a complaint
Contact Us
www.computershare.com/hk/contact
PETROCHINA COMPANY LIMITED
(a joint stock limited company incorporated in the People's Republic of China
with limited liability)
(Stock Code: 857)
FORM OF PROXY FOR THE 2023 FIRST EXTRAORDINARY GENERAL MEETING TO BE HELD ON
THURSDAY, 9 NOVEMBER 2023
Number of shares to which this Proxy relates1
Type of shares (A Shares or H Shares) to which this Proxy relates1
I/We2 of (address as shown in the register of members) being shareholder(s) of
PETROCHINA COMPANY LIMITED (the "Company") hereby appoint the Chairman of the
EGM (as defined below) or3 of as my/our proxy to attend, act and vote for me/us
and on my/our behalf at the 2023 first extraordinary 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, 9 November 2023 at 9:00
a.m. and at any adjournment thereof (the "EGM") as hereunder indicated in
respect of the resolutions set out in the notice of EGM, and, if no such
indication is given, as my/our proxy thinks fit.
ORDINARY RESOLUTIONS FOR4 AGAINST4 ABSTAIN4
1. To consider and approve the following resolution in respect of continuing
connected transactions: "THAT, as set out in the circular dated 20 September
2023 issued by the Company to its shareholders (the "Circular"): the new
comprehensive agreement entered into between the Company and China National
Petroleum Corporation ( ) on 30 August 2023 (the "New Comprehensive Agreement")
be and is hereby approved, ratified and confirmed; and the chief financial
officer of the Company be and is hereby authorized to make any amendment to the
New Comprehensive Agreement as he/she thinks desirable and necessary and to do
all such further acts and things and execute such further documents and take all
such steps which in his/her opinion may be necessary, desirable or expedient to
implement and/or give effect to the terms of such transaction; and the
non-exempt continuing connected transactions under the New Comprehensive
Agreement and their proposed annual caps, which will be in the ordinary and
usual course of business of the Company and its subsidiaries, as the case may
be, and to be conducted on normal commercial terms, be and are hereby approved."
2. To consider and approve the following resolution in respect of continuing
connected transactions: "THAT, as set out in the Circular: the financial
services agreement entered into between the Company and China Petroleum Finance
Company Limited ( ) on 30 August 2023 (the "Financial Services Agreement") be
and is hereby approved, ratified and confirmed; and the chief financial officer
of the Company be and is hereby authorized to make any amendment to the
Financial Services Agreement as he/she thinks desirable and necessary and to do
all such further acts and things and execute such further documents and take all
such steps which in his/her opinion may be necessary, desirable or expedient to
implement and/or give effect to the terms of such transaction; and the
non-exempt continuing connected transactions under the Financial Services
Agreement and their proposed annual caps, which will be in the ordinary and
usual course of business of the Company and its subsidiaries, as the case may
be, and to be conducted on normal commercial terms, be and are hereby approved."
3. To consider and approve the resolution of the election of Mr. Zhang Daowei as
a director of the Company.
SPECIAL RESOLUTION FOR4 AGAINST4 ABSTAIN4
4. To consider and approve the resolution of the amendments to the rules of
procedures and organization of the supervisory committee of the Company.
Date: 2023 Signature(s)5:
Notes:
1. Please insert the number of shares registered in your name(s) to which this
form of proxy relates. If no number is inserted, this form of proxy will be
deemed to relate to all the shares in the Company registered in your name(s).
Please also insert the type of Shares (A Shares or H Shares) to which this form
of proxy relates.
2. Please insert the full name(s) (in Chinese or in English) and address (as
shown in the register of members) in BLOCK LETTERS.
3. If any proxy other than the Chairman of the EGM is preferred, please delete
the words "the Chairman of the EGM (as defined below) or" and insert the name
and address of the proxy desired in the space provided. A Shareholder may
appoint one or more proxies to attend and vote on his/her/its behalf. A proxy
need not be a shareholder of the Company. A proxy of a Shareholder who has
appointed more than one proxy may only vote by a poll. ANY ALTERATION MADE TO
THIS FORM OF PROXY MUST BE DULY INITIALED BY THE PERSON WHO SIGNS IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK IN THE BOX
MARKED "FOR". IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK IN THE BOX
MARKED "AGAINST". IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, PLEASE
TICK IN THE BOX MARKED: "ABSTAIN". THE SHARES ABSTAINED WILL BE COUNTED IN THE
CALCULATION OF THE REQUIRED MAJORITY. ANY VOTE WHICH IS NOT FILLED OR FILLED
WRONGLY OR WITH UNRECOGNIZABLE WRITING OR NOT CASTED WILL BE COUNTED AS
"ABSTAINED". If you do not indicate how you wish your proxy to vote, your proxy
will be entitled to exercise his or her discretion. Unless you have indicated
otherwise in this form of proxy, your proxy will also be entitled to vote at his
or her discretion on any resolution properly put to the EGM other than those
referred to in the notice convening the EGM.
5. This form of proxy must be signed by you or your attorney duly authorized in
writing or, in the case of a legal person, must either be executed under seal or
under the hand of a director or an attorney duly authorized to sign the same. If
this form of proxy is signed by an attorney of the appointor, the power of
attorney authorizing that attorney to sign, or other document of authorization,
must be notarized.
6. Where there are joint holders of any shares of the Company, any one of such
persons may vote at the EGM, either personally or by proxy, in respect of such
shares as if he/she/it were solely entitled thereto. However, if more than one
of such joint holders is present at the EGM, either personally or by proxy, then
one of the said persons so present whose name stands first in the register of
members in respect of such shares shall alone be entitled to vote in respect
thereof.
7. To be valid, for holders of A Shares, this form of proxy, together with the
notarized power of attorney or other document of authorization (if any), must be
delivered to the Board of Directors Office at Room 0612, Block C, PetroChina
Building, No. 9 Dongzhimen North Street, Dongcheng District, Beijing, PRC
(Postal code: 100007) not less than 24 hours before the time appointed for the
EGM (i.e., by not later than 9:00 a.m. on Wednesday, 8 November 2023). To be
valid, for holders of H shares, the above documents must be delivered to Hong
Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East,
Wanchai, Hong Kong within the same period.
PERSONAL INFORMATION COLLECTION STATEMENT
Your supply of your and your proxy's (or proxies') name(s) and address(es) is on
a voluntary basis for the purpose of processing your request for the appointment
of a proxy (or proxies) and your voting instructions for the general meeting
(the "Purposes"). We may transfer your and your proxy's (or proxies') name(s)
and address(es) to our agent, contractor or third-party service provider who
provides administrative, computer and other services to us for use in connection
with the Purposes and to such parties who are authorized by law to request the
information or are otherwise relevant for the Purposes and need to receive the
information. Your and your proxy's (or proxies') name(s) and address(es) will be
retained for such period as may be necessary to fulfil the Purposes. Request for
access to and correction of the relevant personal data can be made in accordance
with the provisions of the Personal Data (Privacy) Ordinance (Cap. 486 of the
Laws of Hong Kong) and any such request should be in writing by mail to the
Company's principal place of business in Hong Kong at Unit 3705, Tower 2, Lippo
Centre, 89 Queensway, Hong Kong, PRC.
PETROCHINA COMPANY LIMITED
(a joint stock limited company incorporated in the
People's Republic of China with limited liability)
(Stock Code: 857)
REPLY SLIP FOR THE 2023 FIRST EXTRAORDINARY GENERAL MEETING
To: PetroChina Company Limited (the "Company")
I/We1 of address as shown in the register of members) (telephone number2: )
being the registered holder(s) of3 A share(s)/H share(s)4 of RMB1.00 each in the
capital of the Company, hereby inform the Company that I/we intend to attend (in
person or by proxy) the 2023 first extraordinary 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, 9 November 2023 at 9 a.m. and
at any adjournment thereof.
Date: 2023
Signature(s):
Notes:
1. Please insert the full name(s) (in Chinese or in English) and address (as
shown in the register of members) in BLOCK LETTERS.
2. Please insert telephone number(s) at which you can be contacted for
confirmation purpose.
3. Please insert the number of shares of the Company registered under your
name(s).
4. Please delete as appropriate.
5. The completed and signed reply slip should be delivered to Board of Directors
Office for holders of A shares at Room 0612, Block C, PetroChina Building, No.9
Dongzhimen North Street, Dongcheng District, Beijing, the PRC (Postal code:
100007) on or before 4:30 p.m. on Thursday, 19 October 2023 personally, by mail,
by email (ir@petrochina.com.cn) or by fax (fax number: (8610) 6209 9557); or to
Hong Kong Registrars Limited for holders of H shares at 17M Floor, Hopewell
Centre, 183 Queen's Road East, Wanchai, Hong Kong within the same period.
PERSONAL INFORMATION COLLECTION STATEMENT
Your supply of your and your proxy's (or proxies') name(s) and address(es) is on
a voluntary basis for the purpose of processing your request for the appointment
of a proxy (or proxies) and your voting instructions for the general meeting
(the "Purposes"). We may transfer your and your proxy's (or proxies') name(s)
and address(es) to our agent, contractor or third-party service provider who
provides administrative, computer and other services to us for use in connection
with the Purposes and to such parties who are authorized by law to request the
information or are otherwise relevant for the Purposes and need to receive the
information. Your and your proxy's (or proxies') name(s) and address(es) will be
retained for such period as may be necessary to fulfil the Purposes. Request for
access to and correction of the relevant personal data can be made in accordance
with the provisions of the Personal Data (Privacy) Ordinance (Cap. 486 of the
Laws of Hong Kong) and any such request should be in writing by mail to the
Company's principal place of business in Hong Kong at Unit 3705, Tower 2, Lippo
Centre, 89 Queensway, Hong Kong, PRC.
Petrochina (PK) (USOTC:PCCYF)
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