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 May 2008 PETROCHINA COMPANY LIMITED 16 ANDELU, DONGCHENG DISTRICT BEIJING, THE PEOPLE'S REPUBLIC OF CHINA, 100011 (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 X Form 40-F --- --- (Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.) Yes No X --- --- (If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-______________) PetroChina Company Limited (the "Registrant") is furnishing under the cover of Form 6-K the Registrant's announcement with respect to its resolutions passed at the Annual General Meeting for the year 2007 and payment of the final dividend. 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. PetroChina Company Limited Dated: May 16, 2008 By: /s/ Li Huaiqi ------------------ Name: Li Huaiqi Title: Company Secretary The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. (PETROCHINA COMPANY LIMITED LOGO) (CHINESE CHARACTER) PETROCHINA COMPANY LIMITED (a joint stock limited company incorporated in the People's Republic of China with limited liability) (STOCK CODE: 857) RESOLUTIONS PASSED AT THE ANNUAL GENERAL MEETING FOR THE YEAR 2007 AND PAYMENT OF THE FINAL DIVIDEND -------------------------------------------------------------------------------- The Board of Directors announces that the Annual General Meeting was held in Beijing on 15 May 2008 and the resolutions as set out below were duly passed. The Board of Directors also wishes to notify Shareholders of the details relating to the payment of the final dividend. -------------------------------------------------------------------------------- RESOLUTIONS PASSED AT THE ANNUAL GENERAL MEETING ("AGM") References are made to the notice of the AGM and the circular (the "Circular") of PetroChina Company Limited (the "Company") in relation to, among other things, the amendments to the Articles of Association of the Company (the "Articles of Association"), the general mandate to issue new Shares, the adoption of the procedural rules and the re-election and the appointment of Directors and Supervisors dated 28 March 2008 and the supplemental notice of the AGM dated 17 April 2008, respectively. Unless otherwise defined herein, terms used in this announcement shall have the same meanings as defined in the Circular. The board of directors (the "Board of Directors") of the Company is pleased to announce that the AGM of the Company for the year 2007 was held at Beijing Oriental Bay International Hotel, 26 Anwai Xibinhe Road, Dongcheng District, Beijing, the People's Republic of China ("PRC"), on 15 May 2008. The AGM was validly convened in compliance with the requirements of the Company Law of the PRC and the Articles of Association. At the AGM, the following resolutions were considered and approved by way of poll, and the poll results of the votes are as follows: --------------------------------------------------- --------------------------------------------------------------- NUMBER OF VOTES CAST AND PERCENTAGE OF TOTAL NUMBER OF VOTES CAST --------------------------------------------------- ------------------- ---------------- ------------- ------------ RESOLUTIONS FOR AGAINST ABSTAIN PASSING RATE --------------------------------------------------- ------------------- ---------------- ------------- ------------ 1. As a special resolution, the amendments 164,954,228,326 13,294,100 2,285,201 99.9906% to the Articles of Association made in accordance with the Company Law of the PRC and the "Guidelines of Articles of Association for Listed Companies" issued by the China Securities Regulatory Commission and the authorization of the Chairman of the Company to make any amendment as he may consider necessary and appropriate to the Articles of Association. ------- ------------------------------------------- ------------------- ---------------- ------------- ------------ 1 2. Approve the Report of the Board of 164,463,484,721 1,822,200 6,709,201 99.9948% Directors of the Company for the year 2007. ------- ------------------------------------------- ------------------- ---------------- ------------- ------------ 3. Approve the Report of the Supervisory 164,460,466,221 1,810,900 6,766,701 99.9948% Committee of the Company for the year 2007. ------- ------------------------------------------- ------------------- ---------------- ------------- ------------ 4. Approve the Audited Financial 164,463,656,521 1,731,900 6,627,701 99.9949% Statements of the Company for the year 2007. ------- ------------------------------------------- ------------------- ---------------- ------------- ------------ 5. Approve the declaration and payment of 164,973,211,733 1,467,500 195,201 99.9990% the final dividends for the year ended 31 December 2007 in the amount and in the manner recommended by the Board of Directors. ------- ------------------------------------------- ------------------- ---------------- ------------- ------------ 6. Approve the authorisation of the Board of 164,973,430,333 1,246,300 197,801 99.9991% Directors to determine the distribution of interim dividends for the year 2008. ------- ------------------------------------------- ------------------- ---------------- ------------- ------------ 7. Approve the continuation of appointment 164,972,323,733 2,159,000 391,701 99.9985% of PricewaterhouseCoopers, Certified Public Accountants, as the international auditors of the Company and PricewaterhouseCoopers Zhong Tian CPAs Company Limited, Certified Public Accountants, as the domestic auditors of the Company, for the year 2008 and to authorise the Board of Directors to fix their remuneration. ------- ------------------------------------------- ------------------- ---------------- ------------- ------------ 8(a) Approve the election of Mr Jiang Jiemin 164,959,626,513 79,896,350 456,001 99.9513% as a Director of the Company. ------- ------------------------------------------- ------------------- ---------------- ------------- ------------ 8(b) Approve the election of Mr Zhou Jiping as 164,959,789,913 79,686,650 502,301 99.9514% a Director of the Company. ------- ------------------------------------------- ------------------- ---------------- ------------- ------------ 8(c) Approve the election of Mr Duan Wende as Not Not Not Not a Director of the Company. (Note) applicable applicable applicable applicable ------- ------------------------------------------- ------------------- ---------------- ------------- ------------ 8(d) Approve the election of Mr Wang Yilin as 164,959,611,513 79,612,550 754,801 99.9513% a Director of the Company. ------- ------------------------------------------- ------------------- ---------------- ------------- ------------ 8(e) Approve the election of Mr Zeng Yukang as 164,959,652,613 79,646,750 679,501 99.9513% a Director of the Company. ------- ------------------------------------------- ------------------- ---------------- ------------- ------------ 8(f) Approve the election of Mr Wang Fucheng 164,959,610,613 79,688,750 679,501 99.9513% as a Director of the Company. ------- ------------------------------------------- ------------------- ---------------- ------------- ------------ 8(g) Approve the election of Mr Li Xinhua as a 164,950,386,513 79,617,150 9,975,201 99.9457% Director of the Company. ------- ------------------------------------------- ------------------- ---------------- ------------- ------------ 8(h) Approve the election of Mr Liao Yongyuan 164,950,131,213 79,625,250 10,222,401 99.9456% as a Director of the Company. ------- ------------------------------------------- ------------------- ---------------- ------------- ------------ 8(i) Approve the election of Mr Wang Guoliang 164,950,069,213 79,693,750 10,215,901 99.9455% as a Director of the Company. ------- ------------------------------------------- ------------------- ---------------- ------------- ------------ 8(j) Approve the election of Mr Jiang Fan as a 164,943,392,413 79,649,350 715,101 99.9513% Director of the Company. ------- ------------------------------------------- ------------------- ---------------- ------------- ------------ 8(k) Approve the election of Mr Chee-Chen Tung 164,956,269,013 66,785,550 702,301 99.9591% as an Independent Director of the Company. ------- ------------------------------------------- ------------------- ---------------- ------------- ------------ 8(l) Approve the election of Mr Liu Hongru as 165,019,333,363 4,553,200 670,301 99.9968% an Independent Director of the Company. ------- ------------------------------------------- ------------------- ---------------- ------------- ------------ 8(m) Approve the election of Mr Franco Bernabe 165,018,828,163 4,478,600 450,101 99.9970% as an Independent Director of the Company. ------- ------------------------------------------- ------------------- ---------------- ------------- ------------ 8(n) Approve the election of Mr Li Yongwu as 165,008,946,663 4,655,500 10,154,701 99.9910% an Independent Director of the Company. ------- ------------------------------------------- ------------------- ---------------- ------------- ------------ 2 8(o) Approve the election of Mr Cui Junhui as 165,008,902,863 4,667,400 10,186,601 99.9910% an Independent Director of the Company. ------- ------------------------------------------- ------------------- ---------------- ------------- ------------ 9(a) Approve the election of Mr Chen Ming as a 165,315,035,342 4,185,400 10,167,701 99.9913% Supervisor of the Company. ------- ------------------------------------------- ------------------- ---------------- ------------- ------------ 9(b) Approve the election of Mr Wen Qingshan 165,314,997,842 4,237,900 10,152,701 99.9913% as a Supervisor of the Company. ------- ------------------------------------------- ------------------- ---------------- ------------- ------------ 9(c) Approve the election of Mr Sun Xianfeng 165,315,127,842 4,159,600 10,101,001 99.9914% as a Supervisor of the Company. ------- ------------------------------------------- ------------------- ---------------- ------------- ------------ 9(d) Approve the election of Mr Yu Yibo as a 165,315,076,642 4,153,700 10,158,101 99.9913% Supervisor of the Company. ------- ------------------------------------------- ------------------- ---------------- ------------- ------------ 9(e) Approve the election of Mr Wu Zhipan as 165,316,943,242 2,244,600 10,200,601 99.9925% an Independent Supervisor of the Company. ------- ------------------------------------------- ------------------- ---------------- ------------- ------------ 9(f) Approve the election of Mr Li Yuan as an 165,219,690,942 108,738,300 714,201 99.9338% Independent Supervisor of the Company. ------- ------------------------------------------- ------------------- ---------------- ------------- ------------ 10. As a special resolution, to grant a 161,741,826,971 3,142,787,762 565,601 98.0936% general mandate to the Board of Directors to separately or concurrently issue, allot and deal with additional domestic shares and overseas listed foreign shares in the Company not exceeding 20% of each of its existing domestic shares and overseas listed foreign shares of the Company in issue. ------- ------------------------------------------- ------------------- ---------------- ------------- ------------ 11. As an ordinary resolution, to adopt the 164,954,714,433 1,789,600 604,301 99.9985% Rules and Procedures of Shareholders' General Meeting of the Company. ------- ------------------------------------------- ------------------- ---------------- ------------- ------------ 12. As an ordinary resolution, to adopt the 164,952,991,433 1,613,900 691,001 99.9986% Rules and Procedures of the Board of the Company. ------- ------------------------------------------- ------------------- ---------------- ------------- ------------ 13. As an ordinary resolution, to adopt the 164,953,393,833 1,575,900 326,601 99.9988% Rules of Organisation and Procedures of the Supervisory Committee of the Company. ------- ------------------------------------------- ------------------- ---------------- ------------- ------------ Note: As Mr Duan Wende passed away on 14 May 2008, this resolution was not put to vote at the AGM. As at the date of the AGM: (1) The issued share capital of the Company and total number of Shares entitling the holder to attend and vote for or against the resolutions set out in 1 to 13 above at the AGM: 183,020,977,818 Shares comprising 161,922,077,818 A Shares and 21,098,900,000 H Shares. (2) Shareholders or proxies representing 165,329,388,443 Shares with voting rights, representing approximately 97.7162% of the total issued share capital of the Company attended the AGM. (3) There were no Shares of the Company entitling the holders to attend and vote only against the resolutions at the AGM. (4) The poll results were subject to scrutiny by Ms Chen Min, shareholder of A Shares, Mr Cai Muxiong, shareholder of H Shares, Mr Qin Gang, supervisor of the Company, Ms Peng Jin of King and Wood, the PRC legal advisors of the Company and Messrs. Deloitte Touche Tohmatsu. Messrs. Deloitte Touche Tohmatsu's work was limited to certain procedures requested by the Company to agree the poll results summary prepared by the Company to poll forms collected and provided by the Company to Messrs. Deloitte Touche Tohmatsu. The work performed by Messrs. Deloitte Touche Tohmatsu in this respect did not constitute an assurance engagement in accordance with Hong Kong Standards on Auditing, Hong Kong Standards on Review Engagements or Hong Kong Standards on Assurance Engagements issued by the Hong Kong Institute of Certified Public Accountants nor did it include provision of any assurance or advice on matters of legal interpretation or entitlement to vote. 3 PAYMENT OF THE FINAL DIVIDEND The Board of Directors also wishes to notify Shareholders that details of the payment of the final dividend are as follows: The Company will pay a final dividend of RMB0.156859 per Share (inclusive of applicable tax) for the year ended 31 December 2007. The payment shall be made to shareholders whose names appeared on the register of members of the Company at close of business on 28 May 2008. According to Article 163 of the Articles of Association, dividends payable to the Company's shareholders shall be declared in Renminbi, and dividends payable to holders of A Shares shall be paid in Renminbi while dividends payable to holders of H Shares shall be paid in Hong Kong dollars and the following formula shall apply for the purpose of calculating the Hong Kong dollar equivalent of the amount of final dividend payable per H Share: Conversation rate for final dividend per Share = Final dividend per Share in Renminbi (Renminbi to Hong Kong dollars) -------------------------------------------------------------- Average of the closing exchange rates for Renminbi to Hong Kong dollar as announced by the People's Bank of China for the week before 15 May 2008 The average of the closing exchange rates for RMB to Hong Kong dollar as announced by the People's Bank of China for the week prior to 15 May 2008, that is the date of the AGM at which the final dividend is declared, is RMB0.89716 to HK$1.00. Accordingly, the amount of final dividend payable per H Share is HK$0.174839. The Company has appointed Bank of China (Hong Kong) Trustees Limited as the receiving agent in Hong Kong (the "Receiving Agent") and will pay to such Receiving Agent the final dividend declared for payment to holders of H Shares. The final dividend will be paid by the Receiving Agent on or about 13 June 2008, and will be despatched on the same day to holders of H Shares entitled to receive such dividend by ordinary post and at their own risk. Holders of A Shares are advised to note that the way of paying dividend to holders of A Shares and relevant matters will be announced in due course after negotiation between the Company and China Securities Depository and Clearing Corporation Limited, Shanghai Branch. By order of the Board PETROCHINA COMPANY LIMITED LI HUAIQI Secretary to the Board 15 May 2008 Beijing, the PRC As at the date of this announcement, the Board of Directors comprises Mr Jiang Jiemin as the Chairman; Mr Zhou Jiping Mr Wang Yilin, Mr Zeng Yukang, Mr Wang Fucheng, Mr Li Xinhua, Mr Liao Yongyuan, Mr Wang Guoliang, Mr Jiang Fan as Directors; and Mr Chee-Chen Tung, Mr Liu Hongru, Mr Franco Bernabe, Mr Li Yongwu and Mr Cui Junhui as independent non-executive Directors. 4