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FIH Mobile Limited Proxy Solicitation & Information Statement 2007

Jun 22, 2007

50355_rns_2007-06-22_c2faa825-8811-4417-bb93-b5786ea899c1.pdf

Proxy Solicitation & Information Statement

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I/We[3]

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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)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON FRIDAY, 10 AUGUST 2007[1]

Number of shares to which this Proxy relates[2] Type of shares (Domestic Shares or H Shares) to which this Proxy relates[2] of

(address as shown in the register of members) being Shareholder(s) of PETROCHINA COMPANY LIMITED (the ‘‘Company’’) hereby appoint the Chairman of the Meeting or[4] of

as my/our proxy to attend, act and vote for me/us and on my/our behalf at the Extraordinary General Meeting of the Company to be held at Oriental Bay International Hotel, No. 26, West Binhe Road, Andingmenwai Street, Dongcheng District, Beijing, the People’s Republic of China (Post Code 100101) on Friday, 10 August 2007 at 9.00 a.m. and at any adjournment thereof as hereunder indicated in respect of the resolutions set out in the Notice of Extraordinary General Meeting, and, if no such indication is given, as my/our proxy thinks fit.

SPECIAL RESOLUTIONS SPECIAL RESOLUTIONS FOR5 AGAINST5 AGAINST5 ABSTAIN5 ABSTAIN5 ABSTAIN5
1.‘‘THAT conditional upon the obtaining of approvals from the CSRC and other relevantregulatory authorities, the allotment and issue of A Shares by the Company in the PRC by wayof public offering of new A Shares and the following terms and conditions of the A ShareIssue be and are hereby approved:(1)Class of shares, nominal value and place of listing: The Shares to be issued shall beordinary shares subscribed for in RMB (A Shares). The nominal value shall beRMB1.00 each. The place of listing shall be the Shanghai Stock Exchange. The AShares under the A Share Issue shall be listed Domestic Shares and, except asotherwise provided for in the relevant laws, administrative regulations, departmentalrules and other regulatory documents and the Articles, holders of such A Shares shallbe entitled to the same rights as the existing Shareholders of Domestic Shares and HShares in all respects.(2)Total number of shares to be issued: Not more than 4 billion A Shares (inclusive of theA Shares to be issued under the over-allotment option). The final number of A Sharesto be issued shall be determined by the Board pursuant to the authorization grantedunder this resolution after taking into account the PRC’s securities market conditionsand the Company’s business development needs.(3)Target subscribers: Individuals, entities and other institutions according to the PRClaws and regulations and other regulatory requirements that the Company is requiredto comply with.(4)Method of issue: The proposed A Share Issue shall be conducted via a combination ofplacement through offline offering to investors subject to market consultation andplacement through online subscription at the issue price.(5)Basis for determining the issue price: The issue price for the A Share Issue will bedetermined based on the prevailing conditions of the PRC securities market at the timewhen the A Share Issue takes place by way of market consultation.(6)Over-allotment option: The over-allotment option to be granted to the sponsor(s) ofthe A Share Issue shall not be more than 15% of the underwritten amount of A Sharesof the A Share Issue.(7)Use of proceeds: The net proceeds from the A Share Issue, after deducting relatedexpenses, will be used for the exploration and development of the Company’sdomestic petroleum and gas resources; the construction of the Company’s large-scalerefinery, petrochemical and gas pipeline projects; and the acquisition of overseaspetroleum and gas resources.(8)Distribution plan for the accumulated profit before the issue: The distributable profitof the Company before the A Share Issue shall be distributed to all new Shareholdersunder the A Share Issue and the existing Shareholders in proportion to theirshareholding.(9)Validity period of this resolution: This resolution shall be effective for a period of 12months from the date of the passing of this resolution.’’
. p g g g. the A Share Issue shall be listed Domestic Shares and, except asvided for in the relevant laws, administrative regulations, departmentaler regulatory documents and the Articles, holders of such A Shares shall the same rights as the existing Shareholders of Domestic Shares and H respects.of shares to be issued: Not more than 4 billion A Shares (inclusive of thee issued under the over-allotment option). The final number of A Sharesshall be determined by the Board pursuant to the authorization grantedolution after taking into account the PRC’s securities market conditionspany’s business development needs.ibers: Individuals, entities and other institutions according to the PRCulations and other regulatory requirements that the Company is requiredth.ue: The proposed A Share Issue shall be conducted via a combination ofrough offline offering to investors subject to market consultation andough online subscription at the issue price.ermining the issue price: The issue price for the A Share Issue will beased on the prevailing conditions of the PRC securities market at the timehare Issue takes place by way of market consultation.nt option: The over-allotment option to be granted to the sponsor(s) ofssue shall not be more than 15% of the underwritten amount of A Sharesre Issue.eds: The net proceeds from the A Share Issue, after deducting relatedll be used for the exploration and development of the Company’soleum and gas resources; the construction of the Company’s large-scalehildilidhiiif
  • SPECIAL RESOLUTIONS FOR[5] AGAINST[5] ABSTAIN[5]

    1. ‘‘THAT the Board and its attorney shall be and are authorized to deal with matters in relation to the A Share Issue and the listing of A Shares including but not limited to the following: (1) to implement the proposals of the A Share Issue and the listing of A Shares in accordance with the laws and regulations of the PRC and relevant regulations prescribed by the securities regulatory department and this resolution;
  • (2) to determine the number of A Shares to be issued, issue price, method of issue, target subscribers, number of A Shares and the percentage of A Shares to be issued to the target subscribers, size of the over-allotment option and placing ratio, commencement and completion timing of the issue, timing of the listing and other matters relating to the A Share Issue and the listing of A Shares in accordance with this resolution and with reference to the status of the approval by the CSRC and conditions of the PRC securities market;

  • (3) upon completion of the A Share Issue and the listing of A Shares, to amend articles 16 and 19 of the Articles in accordance with the specific circumstances regarding the issue, and to complete the relevant formalities such as for the registrations of amendments of registered capital and share registration with the Administration for Industry and Commerce;

  • (4) to decide the respective monetary amount to be invested in different projects within the approved scope for use of proceeds;

  • (5) to deal with the preparation work in relation to the A Share Issue and the listing of A Shares, including without limitation, to apply to the relevant regulatory authorities and stock exchanges; to sign, execute and implement underwriting agreement, listing agreement, sponsors agreement and all necessary documents on behalf of the Company; and to determine and pay all related fees and expenses in connection with the A Share Issue;

  • (6) to undertake or deal with all other necessary actions or matters in connection with the A Share Issue and the listing of the A Shares;

  • (7) the Board proposes to the Shareholders’ meeting to approve the formation of a special Board committee comprising Mr Jiang Jiemin (Director), Mr Zhou Jiping (Director) and Mr Gong Huazhang (Director). Subject to the obtaining of the authorization as mentioned above, the Board be and is hereby authorized to further delegate its power as mentioned above to this special Board committee for implementation. The authorization shall be implemented by endorsement of any two of the members of the special Board committee. This special Board committee shall be formed from the date this resolution is approved at the Shareholders’ meeting and will be dissolved on the listing date of the A Shares on the domestic stock exchange in connection with the A Share Issue; and

  • (8) this authorization resolution shall be effective for a period of 12 months from the date of the passing of this resolution.’’

Date

2007

Signature(s)[6]

Notes:

Important: You should first review the circular of the Company dated 25 June 2007 before appointing the proxy.

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 (Domestic Shares or H Shares) to which this form of proxy relates.

Please insert the full name(s) (in Chinese or in English) and address(es) (as shown in the register of members) in block letters.

If any proxy other than the Chairman of the Meeting is preferred, delete the words ‘‘the Chairman of the Meeting 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 in his stead. 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 on a poll. Any alteration made to this form of proxy must be duly initialled by the person who signs it.

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, tick in the box marked: ‘‘ABSTAIN’’. Any abstain vote or waiver to vote shall be disregarded as voting rights for the purpose of calculating the result of that resolution. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion. Unless you have indicated otherwise in this form of proxy, your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the Notice convening the Meeting.

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.

Where there are joint holders of any shares, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto. However, if more than one of such joint holders is present at the Meeting, 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.

To be valid, for holders of Domestic Shares, this form of proxy, together with the notarized power of attorney or other document of authorization (if any), must be delivered to the Secretariat of the Board of Directors of the Company at Room 1521, World Tower, 16 Andelu, Dongcheng District, Beijing, PRC (Postal code 100011) not less than 24 hours before the time appointed for the Meeting. In order to be valid, for holders of H Shares, the above documents must be delivered to Hong Kong Registrars Limited, 46/F Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong within the same period.