2017 Petrochina Company Limited Corporate August 18, Debentures First Tranche 2017 3 - Year 4.30 - 2,000 - 2,000
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2017 ANNUAL REPORT ANNUAL PETROCHINA COMPANY LIMITED 2017 ANNUAL REPORT Designer: CNPC Printing Company Limited 010-64435201 64255593 PETROCHINA COMPANY LIMITED COMPANY PETROCHINA PETROCHINA COMPANY LIMITED ANNUAL REPORT 2017 ANNUAL REPORT 20PETROCHINA15 COMPANY LIMITED CONTENTS 002 IMPORTANT NOTICE 003 CORPORATE PROFILE 006 SUMMARY OF FINANCIAL DATA AND FINANCIAL INDICATORS 009 CHANGES IN SHAREHOLDINGS AND INFORMATION ON SHAREHOLDERS 015 CHAIRMAN’S REPORT 018 BUSINESS OPERATING REVIEW 024 DISCUSSION AND ANALYSIS OF OPERATIONS 037 SIGNIFICANT EVENTS 045 CONNECTED TRANSACTIONS 054 CORPORATE GOVERNANCE 068 SHAREHOLDERS’ RIGHTS AND SHAREHOLDERS’ MEETINGS 071 DIRECTORS’ REPORT 083 REPORT OF THE SUPERVISORY COMMITTEE 087 DIRECTORS, SUPERVISORS, SENIOR MANAGEMENT AND EMPLOYEES 103 RELEVANT INFORMATION ON CORPORATE BONDS 109 INFORMATION ON CRUDE OIL AND NATURAL GAS RESERVES FINANCIAL STATEMENTS 112 PREPARED IN ACCORDANCE WITH CHINA ACCOUNTING STANDARDS 194 PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS 264 CORPORATE INFORMATION 268 DOCUMENTS AVAILABLE FOR INSPECTION 269 CONFIRMATION FROM THE DIRECTORS AND SENIOR MANAGEMENT IMPORtant NOTICE IMPORTANT NOTICE The Board of Directors (the “Board” or “Board of Directors”) of PetroChina Company Limited (the “Company”), the Supervisory Committee and the Directors, Supervisors and senior management of the Company warrant the truthfulness, accuracy and completeness of the information contained in this annual report and that there are no material omissions from, or misrepresentation or misleading statements contained in this annual report, and jointly and severally accept full responsibility thereof. This annual report has been approved at the first meeting of the Board of Directors in 2018. Mr. Yu Baocai, a non-executive Director and Mr. Duan Liangwei, a non-executive Director were absent from the first meeting of the Board in 2018, but had separately authorised Mr. Wang Dongjin, an executive Director and Mr. Qin Weizhong, a non-executive Director in writing to attend the meeting by proxy and to exercise their voting rights on their behalf. Mr. Wang Yilin, Chairman of the Company, Mr. Wang Dongjin, Vice Chairman and President of the Company, and Mr. Chai Shouping, Chief Financial Officer of the Company, warrant the truthfulness, accuracy and completeness of the financial statements in this annual report. No substantial shareholder of the Company has utilised the funds of the Company for non-operating purposes. The financial statements of the Company and its subsidiaries (the “Group”) have been prepared in accordance with China Accounting Standards (“CAS”) and International Financial Reporting Standards (“IFRS”), respectively. The financial statements of the Group for 2017, which have been prepared in accordance with CAS and IFRS, have been audited by KPMG Huazhen LLP and KPMG Certified Public Accountants, respectively. Both firms have issued unqualified opinions on the financial statements. In return for the shareholders, the first meeting of the Board in 2018 recommends a final cash dividend of RMB0.06074 yuan (inclusive of applicable tax) per share for 2017 to all shareholders, based on the total share capital of the Company as at December 31, 2017, namely 183,020,977,818 shares. The cash dividend consists of a dividend of RMB0.02489 yuan per share (based on 45% of the net profit attributable to owners of the Company for the second half of 2017 under IFRS) together with an additional final special dividend of RMB0.03585 yuan per share. The proposed final dividend is subject to shareholders’ review and approval at the forthcoming 2017 annual general meeting to be held on June 5, 2018. This annual report contains certain forward-looking statements with respect to the financial position, operational results and business of the Group. These forward-looking statements are, by their names, subject to significant risk and uncertainties because they relate to events and depend on circumstances that may occur in the future and are beyond our control. The forward-looking statements reflect the Group’s current views with respect of future events and are not a guarantee of future performance. Actual results may differ from information contained in the forward-looking statements. 002 2017 ANNUAL REPORT CORPORate PROFILE CORPORATE PROFILE The Company was established as a joint stock company with limited liability under the Company Law of the People’s Republic of China (the “PRC” or “China”) (the “Company Law”) on November 5, 1999 as part of the restructuring of China National Petroleum Corporation (“CNPC”). On December 19, 2017, 中国石油天然气集团 公司, the Chinese name of CNPC was changed into 中国石油天然气集团有限公司 (“CNPC” before and after the change of name). Please see the announcement made by the Company on the Shanghai Stock Exchange numbered as Lin 2017-050 for details. The Group is the largest oil and gas producer and seller occupying a leading position in the oil and gas industry in the PRC and one of the largest companies in the PRC in terms of revenue and one of the largest oil companies in the world. The Group principally engages in, among others, the exploration, development, production and sales of crude oil and natural gas; the refining of crude oil and petroleum products; the production and sales of basic and derivative chemical products and other chemical products; the marketing and trading of refined products; and the transmission of natural gas, crude oil and refined products, and the sales of natural gas. The American Depositary Shares (the “ADSs”), H shares and A shares of the Company were listed on the New York Stock Exchange, the Stock Exchange of Hong Kong limited (“HKSE” or “Hong Kong Stock Exchange”) and Shanghai Stock Exchange on April 6, 2000, April 7, 2000 and November 5, 2007, respectively. Registered Chinese Name of the Company: 中国石油天然气股份有限公司 English Name of the Company: PetroChina Company Limited Legal Representative of the Company: Wang Yilin Secretary to the Board: Wu Enlai Address: No. 9 Dongzhimen North Street Dongcheng District Beijing, PRC Telephone: 86(10) 5998 6270 Facsimile: 86(10) 6209 9557 Email Address: [email protected] Representative on Securities Matters: Liang Gang Address: No. 9 Dongzhimen North Street Dongcheng District Beijing, PRC Telephone: 86(10) 5998 6959 Facsimile: 86(10) 6209 9559 Email address: [email protected] 003 CORPORate PROFILE Chief Representative of the Hong Kong Representative Office: Wei Fang Address: Suite 3705, Tower 2, Lippo Centre 89 Queensway, Hong Kong Telephone: (852) 2899 2010 Facsimile: (852) 2899 2390 Email Address: [email protected] Legal Address of the Company: World Tower, 16 Andelu Dongcheng District Beijing, PRC Postal Code: 100011 Principal Place of Business: No. 9 Dongzhimen North Street Dongcheng District Beijing, PRC Postal Code: 100007 Internet Website: http://www.petrochina.com.cn Company’s Email Address: [email protected] Newspapers for Information Disclosure: A shares: China Securities Journal, Shanghai Securities News and Securities Times Internet website publishing this annual report designated by the China Securities Regulatory Commission: http://www.sse.com.cn Copies of this annual report are available at: No. 9 Dongzhimen North Street, Dongcheng District, Beijing, PRC Places of Listing: A shares: Shanghai Stock Exchange Stock Name: PetroChina Stock Code: 601857 H shares: Hong Kong Stock Exchange Stock Name: PETROCHINA Stock Code: 857 ADSs: The New York Stock Exchange Symbol: PTR 004 2017 ANNUAL REPORT CORPORate PROFILE Other relevant information: Names and Addresses of Auditors of the Company: Domestic Auditors: Name: KPMG Huazhen LLP Address: 8th Floor, KPMG Tower, Oriental Plaza 1 East Chang An Avenue Dongcheng District Beijing, PRC Signing accountants: Gong Weili, CPA He Shu, CPA Overseas Auditors: Name: KPMG Certified Public Accountants Address: 8th Floor, Prince’s Building, 10 Chater Road Central, Hong Kong 005 SUMMARY OF Financial Data AND Financial IndicatORS SUMMARY OF FINANCIAL DATA AND FINANCIAL INDICATORS 1. Key Financial Data Prepared under IFRS Unit: RMB Million As at or for the year ended December 31 Items 2017 2016 2015 2014 2013 Revenue 2,015,890 1,616,903 1,725,428 2,282,962 2,258,124 Profit from operations 67,722 60,635 79,252 169,833 188,642 Profit before income tax expense 53,089 45,140 57,815 156,759 178,063 Income tax expense (16,296) (15,768) (15,726) (37,731) (35,789) Profit for the year 36,793 29,372 42,089 119,028 142,274 Attributable to: Owners of the Company 22,798 7,857 35,517 107,172 129,599 Non-controlling interest 13,995 21,515 6,572 11,856 12,675 Basic and diluted earnings per share attributable to owners of the 0.12 0.04 0.19 0.59 0.71 company (RMB)(1) Total current assets 425,162 381,665 349,344 391,308 430,953 Total non-current assets 1,979,450 2,014,986 2,044,500 2,014,165 1,911,157 Total assets 2,404,612 2,396,651 2,393,844 2,405,473 2,342,110 Total current liabilities 576,667 499,263 471,407 579,829 645,489 Total non-current liabilities 446,626 524,653 578,403 507,863 426,686 Total liabilities 1,023,293 1,023,916 1,049,810 1,087,692 1,072,175 Equity Attributable to: Owners of the Company 1,193,520 1,189,024 1,179,716 1,175,894 1,132,735 Non-controlling interest 187,799 183,711 164,318 141,887 137,200 Total equity 1,381,319 1,372,735 1,344,034 1,317,781 1,269,935 Other financial data Capital expenditures 216,227 172,386 202,238 291,729 318,696 Net cash flows from operating activities 366,655 265,179 261,312 356,477 288,529 Net cash flows used for investing (243,546) (175,887) (215,879) (290,838) (266,510) activities Net cash flows used for financing (94,725) (67,007) (45,439) (44,312) (12,239) activities Return on net assets (%) 1.9 0.7 3.0 9.1 11.4 Note: (1) As at December 31, 2013, 2014, 2015, 2016 and 2017 respectively, basic and diluted earnings per share were calculated by dividing the net profit with the number of issued shares of 183,021 million for each of these financial years.