PETROCHINA COMPANY LIMITED ARTICLES OF ASSOCIATION
OF PETROCHINA COMPANY LIMITED
CHAPTER 1: GENERAL PROVISIONS 1
CHAPTER 2: THE COMPANY'S OBJECTIVES AND SCOPE OF BUSINESS 3
CHAPTER 3: SHARES AND REGISTERED CAPITAL 4
CHAPTER 4: REDUCTION OF CAPITAL AND REPURCHASE OF SHARES 7
CHAPTER 5: FINANCIAL ASSISTANCE FOR ACQUISITION OF SHARES 10
CHAPTER 6: SHARE CERTIFICATES AND REGISTER OF SHAREHOLDERS 12
CHAPTER 7: SHAREHOLDERS' RIGHTS AND OBLIGATIONS 17
CHAPTER 8: SHAREHOLDERS' GENERAL MEETINGS 22
CHAPTER 9: SPECIAL PROCEDURES FOR VOTING BY A CLASS OF SHAREHOLDERS 34
CHAPTER 10: BOARD OF DIRECTORS 36
CHAPTER 11: SECRETARY OF THE BOARD OF DIRECTORS 42
CHAPTER 12: PRESIDENT 42
CHAPTER 13: SUPERVISORY COMMITTEE 43
CHAPTER 14: THE QUALIFICATIONS AND DUTIES OF THE DIRECTORS, SUPERVISORS, PRESIDENT, SENIOR VICE PRESIDENTS, VICE PRESIDENTS, CHIEF FINANCIAL OFFICER AND
OTHER SENIOR OFFICERS OF THE COMPANY 46
CHAPTER 15: FINANCIAL AND ACCOUNTING SYSTEMS AND PROFIT DISTRIBUTION 53
CHAPTER 16: APPOINTMENT OF ACCOUNTING FIRMS 57
CHAPTER 17: INSURANCE 60
CHAPTER 18: LABOUR AND PERSONNEL MANAGEMENT SYSTEMS 60
CHAPTER 19: TRADE UNIONS 60
CHAPTER 20: MERGER AND DIVISION OF THE COMPANY 61
CHAPTER 21: DISSOLUTION AND LIQUIDATION 62
CHAPTER 22: PROCEDURES FOR AMENDMENT OF THE COMPANY'S
ARTICLES OF ASSOCIATION 65
CHAPTER 23: DISPUTE RESOLUTION 65
CHAPTER 24: NOTICE 66
CHAPTER 25: SUPPLEMENTARY 67
ARTICLES OF ASSOCIATION OF PETROCHINA COMPANY LIMITED
Approved by a Shareholders' Special Resolution at the Extraordinary General Meeting on 3 December 1999 Amended by a Shareholders' Special Resolution at the Extraordinary General Meeting on 10 March 2000 Amended by a Resolution of the Fifth Meeting of the First Board of Directors on 30 May 2000
Amended by a Shareholders' Special Resolution at the 2000 Annual General Meeting on 8 June 2001 Amended by a Shareholders' Special Resolution at the 2004 Annual General Meeting on 26 May 2005 Amended by a Resolution of the Meeting of the Special Board Committee on 31 August 2005
Amended by a Shareholders' Special Resolution at the Extraordinary General Meeting on 1 November 2006 Amended by a Resolution of the Meeting of the Special Board Committee on 17 September 2007
Amended by a Shareholders' Special Resolution at the 2007 Annual General Meeting on 15 May 2008 Amended by a Shareholders' Special Resolution at the 2012 Annual General Meeting on 23 May 2013 Amended by a Shareholders' Special Resolution at the Extraordinary General Meeting on 26 October 2017
CHAPTER 1: GENERAL PROVISIONS
Article 1. | The Company is a joint stock limited company established in accordance with the Company Law of the People's Republic of China (the Company Law), the Securities Law of the People's Republic of China, the Special Regulations of the State Council Regarding the Issue of Shares Overseas and the Listing of Shares Overseas by Joint Stock Limited Companies (the Special Regulations) and other relevant laws and regulations of the State. |
The Company was established by way of promotion with the approval of the State Economic and Trade Commission of the People's Republic of China on 25 October 1999, as evidenced by approval document Guo Jing Mao Qi Gai [1999] no. 1024. It is registered with and has obtained a business licence from the State Administration for Industry and Commerce on 5 November 1999. The Company's business licence number is: 1000001003252.
The promoter of the Company is: China National Petroleum Corporation.
Article 2. | The Company's registered Chinese name:中国石油天然气股份有限公司 The Company's registered English name: PetroChina Company Limited. |
Article 3. | The Company's address : 16 Andelu Dongcheng District Beijing China Telephone number : 010-84886270 Facsimile number : 010-84886260 Postal code : 100011 |
Article 4. | The Company's legal representative is the Chairman of the board of directors of the Company. |
Article 5. | The Company is a joint stock limited company which has perpetual existence. All assets of the Company are divided into shares of equal value. The shareholders shall be liable to the Company to the extent of the shares they subscribed for. The Company shall be liable for its debts to the extent of all of its assets. |
Article 6. | The Company's Articles of Association shall take effect from the date of establishment of the Company. |
From the date on which the Company's Articles of Association come into effect, the Company's Articles of Association constitute the legally binding document regulating the Company's organisation and activities, and the rights and obligations between the Company and each shareholder and among the shareholders inter se.
Article 7. | The Company's Articles of Association are binding on the Company and its shareholders, directors, supervisors, president, senior vice presidents, vice presidents, chief financial officer and other senior officers of the Company, all of whom may assert rights in respect of the affairs of the Company pursuant to the Company's Articles of Association. |
A shareholder may take legal action against the Company pursuant to the Company's Articles of Association, and the Company may take legal actions against its shareholders, directors, supervisors, president, senior vice presidents, vice presidents, chief financial officer and other senior officers. A shareholder may also take legal action against another shareholder pursuant to the Company's Articles of Association. A shareholder can take legal action against the directors, supervisors, president, senior vice presidents, vice presidents, chief financial officer and other senior officers of the Company pursuant to the Company's Articles of Association.
The actions referred to in the preceding paragraph include court proceedings and arbitration proceedings.
Article 8. | According to the provisions of the Company Law and the Constitution of the Communist Party of China, the Company shall set the Party organizations and the Party working body with adequate number of Party affairs personnel, and guarantee the funds for the Party organizations. The Party organizations shall play the role of the core of leadership and political nucleus. |
Article 9. | The Company may invest in other enterprises; however, except as stipulated otherwise by law, it may not become an investor that bears joint and several liability for the debts of the enterprise in which it invests. |
PetroChina Company Ltd. published this content on 26 October 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 26 October 2017 10:28:05 UTC.
Original documenthttp://www.petrochina.com.cn/ptr/gsgg/201710/292e6b32aba842c5adab4f2ed368d72c/files/e430a28a7128413e93c154906c5ac241.pdf
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