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FIH Mobile Limited Proxy Solicitation & Information Statement 2025

Apr 16, 2025

50355_rns_2025-04-16_e5a0b0db-82c3-4c27-aee5-daa36651e0b6.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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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)

NOTICE OF THE ANNUAL GENERAL MEETING FOR THE YEAR 2024

NOTICE IS HEREBY GIVEN that an annual general meeting of PetroChina Company Limited (the "Company") for the year 2024 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. 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 resolution regarding the report of the board of directors of the Company (the "Board") for the year 2024.
  2. To consider and approve the resolution regarding the report of the supervisory committee of the Company for the year 2024.
  3. To consider and approve the resolution regarding the financial report of the Company for the year 2024.
  4. To consider and approve the resolution regarding the profit distribution plan of the Company for the year 2024.
  5. To consider and approve the resolution regarding the authorization to the Board to determine the 2025 interim profit distribution plan of the Company.
  6. To consider and approve the resolution regarding the guarantee scheme of the Company for the year 2025.
  7. To consider and approve the appointment of KPMG Huazhen LLP and KPMG as the domestic and international auditors of the Company for the year 2025 and to authorize the Board to determine their remuneration.

SPECIAL RESOLUTIONS

To consider and, if thought fit, to pass the following as special resolutions:

By way of non-cumulative voting:


  1. To consider and approve the unconditional granting of a general mandate to the Board to issue debt financing instruments of the Company:

THAT:

(a) the Board be and is hereby granted an unconditional general mandate to determine and deal with the issue of debt financing instruments of the Company in outstanding balance amount of up to RMB100 billion (or if issued in foreign currency, equivalent to the middle exchange rate announced by the People’s Bank of China on the date of issue), upon such terms and conditions to be determined by the Board;

(b) the Board be and is hereby authorized to determine the category, specific types, specific terms, conditions and other matters in respect of the issue of such instruments, including but not limited to the issue size, actual total amount, currency, issue methods, issue prices, coupon rates or methods of determining the coupon rates, venue of issuance, timing of issuance, term of issuance, whether to issue in tranches and the number of tranches, whether any terms for repurchase and redemption will be in place and detailed arrangements, rating arrangements, guarantee, schedule of repayment of the principal and the interests, specific arrangements in relation to use of proceeds as approved by the general meeting, specific placing arrangements and underwriting arrangements;

(c) the Board be and is hereby authorized to take actions and steps as it may consider necessary or supplementary in connection with the issue of such debt financing instruments (including but not limited to engaging professional agencies, handling issues on approval, registration, filing and other procedures in connection with the issue from the relevant authorities on behalf of the Company, signing all necessary legal documents for the issue, appointing the bond trustee in connection with the issue, determining the rules for meetings of the bond holders and handling other relevant issues on issue and trading activities);

(d) where the Board has already taken actions and steps with respect to the issue of such debt financing instruments, such actions and steps be and are hereby approved, confirmed and ratified;

(e) the Board be and is hereby authorized to make corresponding changes to the plan of such issuance based on opinions of the regulatory authorities or the market conditions by then in accordance with the authorization granted at the general meeting when there is any change on the policies or when there are changes on the market conditions, save for issues which are subject to further approval at the general meeting as required by the relevant laws, regulations and the Articles of Association;

(f) the Board be and is hereby authorized to determine and deal with relevant issues in connection with the listing of such debt financing instruments after the issue of such debt financing instruments;

(g) in the event the Company issues such instrument and would expect to fail to pay the principal or coupon interests of such instrument on schedule or fail to pay the principal and coupon interests on the due date during the subsistence of such instrument, the Board shall be authorized to determine not to distribute profits to the shareholders of the Company as protection measures for repayment of debts as required under the relevant laws and regulations;

(h) the Board be and is hereby authorized to further authorize the chairman of the Board and/or a Director designated by the chairman of the Board to exercise all such power granted to the Board by reference to the specific needs of the Company and other market conditions, subject to the approval and authorization of sub-paragraphs (b) to (g) of this resolution at the annual general meeting;

(i) for the purpose of information disclosure, the secretary to the Board is authorized to approve, sign and deliver relevant announcements, notice of the general meeting, circulars and other documents pursuant to the applicable listing rules of the stock exchanges on which the shares of the Company are listed;

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(j) the period of the issuance of debt financing instruments commences from the passing of the mandate at this annual general meeting and ends on the 2025 annual general meeting of the Company.”

  1. To consider and approve the resolution on the grant of the general mandate to the Board for repurchasing shares of the Company.

  2. To consider and approve the resolution on the grant of the general mandate to the Board for issuing new shares of the Company.

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

Beijing, the PRC
16 April 2025

Notes:

  1. Important: You should first review the 2024 annual report of the Company before appointing a proxy. The 2024 annual report will be published on 23 April 2025. The 2024 annual report will include the ordinary resolutions 1 to 4 above for review by the shareholders.

  2. The register of members of H shares of the Company will be closed from Tuesday, 6 May 2025 to Thursday, 5 June 2025 (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 annual general meeting of the Company, holders of H shares must lodge all transfer documents together with the relevant share certificates at Computershare Hong Kong Investor Services 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 Friday, 2 May 2025. Holders of the Company’s H shares whose names appear on the register of members of the Company on Wednesday, 4 June 2025 are entitled to attend and vote in respect of all resolutions to be proposed at the annual general meeting of the Company.

The address of the share registrar of the Company’s H Shares is:

Computershare Hong Kong Investor Services Limited
Shops 1712–1716,
17/F, Hopewell Centre,
183 Queen’s Road East,
Wanchai,
Hong Kong

  1. Each shareholder who is entitled to attend and vote at the annual general meeting of the Company may appoint one or more proxies to attend and vote on his/her/its behalf at the annual general meeting of the Company. A proxy need not be a shareholder. Each shareholder who wishes to appoint one or more proxies should first review the 2024 annual report of the Company.

  2. A proxy of a shareholder who has appointed more than one proxy may only vote on a poll.

  3. The instrument appointing a proxy must be in writing under the hand of the appointer or his 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 annual general meeting of the Company for the year 2024 (i.e., by no later than 9 a.m. on Wednesday, 4 June 2025) personally, by mail,


by email ([email protected]) or by fax (fax number: (8610) 6209 9557). To be valid, for holders of H shares, 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.

  1. The completed and signed reply slip accompanying each notice of annual general meeting of the Company should be delivered to the 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, 15 May 2025 personally, by mail, by email ([email protected]) or by fax (fax number: (8610) 6209 9557); to Computershare Hong Kong Investor Services Limited for holders of H shares at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong within the same period.

  2. This annual general meeting is expected to last for half a day. Shareholders (in person or by proxy) attending this annual general meeting are responsible for their own transportation and accommodation expenses.

  3. 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: [email protected]

  1. 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.

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