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FIH Mobile Limited Proxy Solicitation & Information Statement 2025

May 21, 2025

50355_rns_2025-05-21_f5e5fc3d-cf25-4783-8082-7c7f6a60439a.pdf

Proxy Solicitation & Information Statement

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THIS SUPPLEMENTAL CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of the Supplemental 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 the Supplemental Circular and the accompanying Supplemental Form of Proxy to the purchaser or to the bank, stockbroker, licensed securities dealer or other agent through whom the sale was effected for delivery to the purchaser.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of the Supplemental 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 the Supplemental Circular.

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中國石油天然氣股份有限公司

PETROCHINA COMPANY LIMITED

(a joint stock limited company incorporated in the People's Republic of China with limited liability) (Stock Code: 857)

SUPPLEMENTAL CIRCULAR

PROPOSED ELECTION AND APPOINTMENT OF AN INDEPENDENT
NON-EXECUTIVE DIRECTOR;
AND
SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING

IMPORTANT NOTICE: PLEASE NOTE THAT THE PURPOSE OF THE SUPPLEMENTAL CIRCULAR IS TO PROVIDE THE SHAREHOLDERS OF PETROCHINA COMPANY LIMITED WITH INFORMATION REGARDING THE PROPOSED ELECTION AND APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR, SO THAT THE SHAREHOLDERS OF PETROCHINA COMPANY LIMITED MAY MAKE AN INFORMED DECISION ON VOTING IN RESPECT OF THE ADDITIONAL RESOLUTION TO BE PROPOSED AT THE AGM.

The Supplemental Circular should be read together with the First Circular dated 16 April 2025. Letter from the Board is set out on pages 3 to 5 of the Supplemental Circular.

The Company has published on 16 April 2025 the First Notice convening the AGM to be held at V-Continent Wuzhou Hotel, No. 8 North 4th Circle Middle Road, Chaoyang District, Beijing, the PRC on Thursday, 5 June 2025 at 9 a.m. The Supplemental Notice in relation to the AGM is set out on pages 6 to 7 of the Supplemental Circular. The Supplemental Form of Proxy for use in connection with the AGM is enclosed herewith. Whether or not you intend to attend the AGM, please complete and return the Supplemental Form of Proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 24 hours before the time appointed for the holding of the AGM (i.e., by not later than 9:00 a.m., on Wednesday, 4 June 2025). Completion and return of the Supplemental Form of Proxy will not preclude you from attending and voting in person at the AGM or any adjourned meetings should you so wish.

21 May 2025


CONTENTS

Page

DEFINITIONS...1
LETTER FROM THE BOARD...3
1. PROPOSED ELECTION AND APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR...4
2. THE AGM...5
3. RECOMMENDATIONS...5
4. MISCELLANEOUS...5
SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING FOR THE YEAR 2024...6


DEFINITIONS

In the Supplemental Circular, unless the context requires otherwise, the following expressions have the following meanings:

"AGM"
the annual general meeting of the Company to be held at V-Continent Wuzhou Hotel, No. 8 North 4th Circle Middle Road, Chaoyang District, Beijing, the PRC on Thursday, 5 June 2025 at 9 a.m.

"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

"Board"
the board of Directors of the Company

"Company"
PetroChina Company Limited (中國石油天然氣股份有限公司), 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

"controlling shareholder(s)"
has the meanings ascribed to it under the HKEx Listing Rules

"Director(s)"
the director(s) of the Company

"First Circular"
the circular of the Company dated 16 April 2025

"First Notice"
the notice of the Company dated 16 April 2025

"First Form of Proxy"
the form of proxy of the Company published on 16 April 2025

"Group"
the Company and its subsidiaries

"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

"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

"Latest Practicable Date"
19 May 2025, being the latest practicable date for the purpose of ascertaining certain information contained in the Supplemental Circular

"Nomination Committee"
the nomination committee of the Board

"PRC" or "China"
the People's Republic of China

"RMB"
Renminbi yuan, the lawful currency of the PRC

"SFO"
Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended from time to time

"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

"Supplemental Circular"
the supplemental circular of the Company dated 21 May 2025


  • 2 -

DEFINITIONS

"Supplemental Form of Proxy"
the supplemental form of proxy to be used at the AGM accompanying the Supplemental Circular

"Supplemental Notice"
the supplemental notice as set out on pages 6 to 7 of the Supplemental Circular


LETTER FROM THE BOARD

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中國石油天然氣股份有限公司

PETROCHINA COMPANY LIMITED

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

(Stock Code: 857)

Board of Directors

Dai Houliang (Chairman)
Hou Qijun (Vice Chairman)
Duan Liangwei
Huang Yongzhang
Ren Lixin
Xie Jun
Zhang Daowei
Jiang, Simon X.
Ho Kevin King Lun

Yan, Andrew Y
Liu Xiaolei

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

21 May 2025

To the Shareholders

Dear Sir/Madam,

SUPPLEMENTAL CIRCULAR

PROPOSED ELECTION AND APPOINTMENT OF AN INDEPENDENT
NON-EXECUTIVE DIRECTOR;
AND
SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING

Reference is made to the announcement of the Company dated 29 April 2025 in relation to the proposed election and appointment of an independent non-executive Director. The purpose of the Supplemental Circular is to provide you with the relevant information in order to allow you to make an informed decision on voting in respect of the additional resolution to be proposed at the AGM. The Supplemental Circular should be read together with the First Circular.


LETTER FROM THE BOARD

1. PROPOSED ELECTION AND APPOINTMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR

The Board has proposed to elect and appoint Mr. Zhang Yuxin as an independent non-executive Director. The proposal will be put forward to the Shareholders for review and approval by way of ordinary resolution at the AGM. The term of office of Mr. Zhang Yuxin, if elected, will commence from the date on which the resolution being approved by the Shareholders at the AGM until the expiry of the term of the ninth session of the Board. His remuneration will be fixed by the Board pursuant to the authorization to be granted by the Shareholders by reference to his duties, responsibilities and performance, the results of the Group and the market overall situation.

The biographical details of Mr. Zhang Yuxin are set out below:

Mr. Zhang Yuxin, aged 62. Mr. Zhang Yuxin is a professor-level senior engineer with a doctorate degree and has extensive work experience in the power and energy industry. He served as deputy director-general of the international cooperation bureau under the State Power Corporation and deputy director of the international cooperation department under the State Power Corporation; in January 2003, he served as director of the general manager's office of China Guodian Corporation ("Guodian Group"); in May 2003, he concurrently served as the director of the international cooperation department under the Guodian Group; in December 2003, he concurrently served as the director of the institutional reform office of Guodian Group; in November 2006, he served as assistant of the general manager of Guodian Group; in October 2008, he served as the chairman of Guodian Group's Central China branch; in November 2008, he concurrently served as the chairman of CHN Energy Changyuan Electric Power Co., Ltd.; in May 2011, he served as assistant of the general manager of Guodian Group and the chairman of CHN Energy Changyuan Electric Power Co., Ltd.; in May 2016, he served as assistant of the general manager and the secretary to the Board of Guodian Group; in May 2018, he served as assistant of the general manager and the secretary to the Board of China Energy Investment Corporation Limited ("China Energy"); in July 2018, he concurrently served as spokesperson for China Energy.

Mr. Zhang Yuxin has confirmed that, as at the Latest Practicable Date, (i) he meets the independence criteria as set out in Rule 3.13(1) to (8) of the HKEx Listing Rules; (ii) he has no past or present financial or other interest in the business of the Company or its subsidiaries or any connection with any core connected person (as defined in the HKEx Listing Rules) of the Company; and (iii) there are no other factors that may affect his independence.

Save as disclosed above, as at the Latest Practicable Date, Mr. Zhang Yuxin (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 Yuxin 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.

The Board and the Nomination Committee have complied with the board diversity policy of the Company and the nomination policy of the Board and considered the development strategy of the Company, taking into consideration of skills and experience required for the overall operation of the Board and cultural and educational background, gender, age and other factors of Mr. Zhang Yuxin. The Nomination Committee has made a preliminary examination on qualifications and conditions of Mr. Zhang Yuxin and has provided suggestions to the Board. The Board and the Nomination Committee are of the view that, (i) Mr. Zhang Yuxin has extensive experience in the power and energy industry; (ii) Mr. Zhang Yuxin will help further promote the diversity of the Board; and (iii) Mr. Zhang Yuxin has the ability to provide independent, fair and objective opinions on affairs of the Company. Therefore, his election as an independent non-executive Director is in the interests of the Company and Shareholders as a whole.

Mr. Zhang Yuxin has provided a written confirmation of his independence to the Company pursuant to Rule 3.13 of the HKEx Listing Rules. The Board and the Nomination Committee consider that Mr. Zhang Yuxin meets the independence guidelines set out in Rule 3.13 of the HKEx Listing Rules and is independent in accordance with the terms of the guidelines.


LETTER FROM THE BOARD

2. THE AGM

The Company will convene the AGM at 9 a.m. on Thursday, 5 June 2025 at V-Continent Wuzhou Hotel, No. 8 North 4th Circle Middle Road, Chaoyang District, Beijing, the PRC as originally scheduled to review, consider and, if thought fit, to approve, among other things, the proposed election and appointment of Mr. Zhang Yuxin as an independent non-executive Director. The Supplemental Notice is set out on pages 6 to 7 of the Supplemental Circular.

The Supplemental Notice and the Supplemental Form of Proxy are enclosed with this Supplemental Circular. The Supplemental Form of Proxy will not affect the validity of the First Form of Proxy duly completed by you in respect of the resolutions set out in the First Notice. If you have validly appointed a proxy to attend the AGM but do not complete and deliver the Supplemental Form of Proxy, your proxy will be entitled to vote at his/her discretion on your behalf on the resolution set out in the Supplemental Notice. If you do not duly complete and deliver the First Form of Proxy but duly complete and deliver the Supplemental Form of Proxy and validly appoint a proxy to attend and act for you at the AGM, your proxy will be entitled to vote at his/her discretion on the resolutions set out in the First Notice.

Shareholders are entitled to appoint one or more proxies to attend the AGM, but only one of the proxies can be designated to vote at the AGM. A proxy need not be a Shareholder. If the proxy being appointed to attend the AGM under the Supplemental Form of Proxy is different from the proxy appointed under the First Form of Proxy and both proxies attend the AGM, the proxy validly appointed under the First Form of Proxy shall be designated to vote at the AGM.

To be valid, for A Shareholders, the First Form of Proxy and the Supplemental 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 AGM (i.e., by not later than 9:00 a.m. on Wednesday, 4 June 2025). To be valid, for H Shareholders, the above documents must be delivered to Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong within the same period.

You are urged to complete and return the First Form of Proxy and the Supplemental Form of Proxy whether or not you intend to attend the AGM. Completion and return of the First Form of Proxy and the Supplemental Form of Proxy will not preclude you from attending and voting at the AGM (or any subsequent meetings following the adjournments thereof) should you wish to do so.

Please refer to the First Circular and First Notice for details of the other resolutions to be submitted to the AGM for consideration, eligibility for attending the AGM, registration procedures, closure of register of members, reply slip and other relevant matters in relation to the AGM.

3. RECOMMENDATIONS

The Directors believe that the resolution set out in the Supplemental Notice is in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favor of the resolution set out in the Supplemental Notice.

4. MISCELLANEOUS

In case of any discrepancy between the Chinese and English versions of the Supplemental Circular and the Supplemental Notice, the Chinese version prevails.

By order of the Board
PetroChina Company Limited
Company Secretary
WANG Hua


SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING FOR THE YEAR 2024

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中國石油天然氣股份有限公司

PETROCHINA COMPANY LIMITED

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

(Stock Code: 857)

SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING FOR THE YEAR 2024

Reference is made to (1) the circular (the "First Circular") of PetroChina Company Limited (the "Company") dated 16 April 2025, (2) the notice (the "First Notice") of the annual general meeting of the Company for the year 2024 (the "AGM") dated 16 April 2025, and (3) the supplemental circular (the "Supplemental Circular") of the Company dated 21 May 2025, which sets out details of resolution of the election of Mr. Zhang Yuxin as an independent non-executive director of the Company.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the AGM will be held at V-Continent Wuzhou Hotel, No. 8 North 4th Circle Middle Road, Chaoyang District, Beijing, the PRC on Thursday, 5 June 2025 at 9 a.m. as originally scheduled to consider, approve and authorize the following matter:

ORDINARY RESOLUTION

To consider and, if thought fit, to pass the following as ordinary resolution:

By way of non-cumulative voting:

  1. To consider and approve the resolution of the election of Mr. Zhang Yuxin as an independent non-executive director of the Company.

By order of the Board

PetroChina Company Limited

Company Secretary

WANG Hua

Beijing, the PRC

21 May 2025


SUPPLEMENTAL NOTICE OF THE ANNUAL GENERAL MEETING FOR THE YEAR 2024

Notes:

  1. Details of the above resolution is set out in the Supplemental Circular.
  2. A supplemental form of proxy (the “Supplemental Form of Proxy”) containing the resolution above is enclosed with the Supplemental Circular.
  3. The Supplemental Form of Proxy will not affect the validity of the first form of proxy (the “First Form of Proxy”) enclosed with the First Circular duly completed by you in respect of the resolutions set out in the First Notice. If you have validly appointed a proxy to attend the AGM but do not complete and deliver the Supplemental Form of Proxy, your proxy will be entitled to vote at his/her discretion on your behalf on the resolution set out in this supplemental notice. If you do not duly complete and deliver the First Form of Proxy but duly complete and deliver the Supplemental Form of Proxy and validly appoint a proxy to attend and act for you at the AGM, your proxy will be entitled to vote at his/her discretion on the resolutions set out in the First Notice.
  4. Shareholders are entitled to appoint one or more proxies to attend the AGM, but only one of the proxies can be designated to vote at the AGM. A proxy need not be a shareholder of the Company. If the proxy being appointed to attend the AGM under the Supplemental Form of Proxy is different from the proxy appointed under the First Form of Proxy and both proxies attend the AGM, the proxy validly appointed under the First Form of Proxy shall be designated to vote at the AGM.
  5. 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 the Supplemental Form of Proxy 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 A shareholders, the notarized power of attorney or other document of authorization, and the Supplemental Form of Proxy 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 AGM (i.e., by not later than 9:00 a.m. on Wednesday, 4 June 2025). To be valid, for H shareholders, the above documents must be delivered to Computershare Hong Kong Investor Services Limited (Address: 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong) within the same period.
  6. Please refer to the First Circular and First Notice for details of eligibility for attending the AGM, registration procedures, closure of register of members, reply slip and other relevant matters in relation to the AGM.
  7. 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, Mr. Ren Lixin and Mr. Zhang Daowei as executive Directors; and Mr. Jiang, Simon X., Mr. Ho Kevin King Lun, Mr. Yan, Andrew Y, and Ms. Liu Xiaolei as independent non-executive Directors.