Petrochina Co Ltd 20-F/A, filed Jun 3, 2024
Petrochina Co Ltd (PCCYF)
About this 20-F/A
Petrochina Co Ltd filed this 20-F/A on June 3, 2024, covering the fiscal year ended December 31, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
| (Mark One) | |
| REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| or | |
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended , | |
| or | |
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| or | |
| SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report ________ For the transition period from ________ to ________ | |
Commission File Number
(Exact name of Registrant
as specified in its charter)
(Translation of Registrant’s name into English)
The People’s Republic of (the “PRC”)
(Jurisdiction of incorporation or organization)
Telephone number: (
Facsimile number:
Email address:
Address:
WEI Fang
Telephone number: (852) 2899 2010
Facsimile number: (852) 2899 2390
Email address: hko@petrochina.com.hk
Address: Suite 3705, Tower 2, Lippo Centre, 89 Queensway, Hong Kong, the PRC
(Name, telephone, e-mail and/or facsimile number and address of registrant’s contact person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
None(1)
| (1) | The Company has delisted its American Depositary Shares, or ADSs, from the NYSE on September 8, 2022. |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
ADSs(2), each representing 100 Class H ordinary shares, par value RMB 1.00 per share.
H Shares, par value
RMB1.00 per share
(Title of Class)
| (2) | The Company has terminated its ADR Program on October 17, 2022. |
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:
| A Shares, par value RMB1.00 per share* | (3) |
| H Shares, par value RMB1.00 per share** | *** |
| (3) | Includes 147,103,617,108 A Shares held by CNPC and 14,818,460,710 A Shares held by the public shareholders. |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
If this is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes
☐
Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) or the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Accelerated Filer | Non-Accelerated Filer | Emerging Growth Company |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| ☐ U.S. GAAP | ☒ |
☐ Other |
| as issued by the International Accounting Standards Board |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐ No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes ☐ No ☐
| * | PetroChina’s A Shares are listed and traded on the Shanghai Stock Exchange. |
| ** | PetroChina’s H Shares are listed and traded on The Stock Exchange of Hong Kong Limited. |
| *** | Includes 245,589,700 H Shares represented by the ADSs. |
Explanatory Note
PetroChina Company Limited (the “Company”) is filing this Amendment No. 1 on Form 20-F (this “Amendment No. 1”) to its annual report on Form 20-F for the fiscal year ended December 31, 2022, filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 28, 2023 (the “Original Filing”), to address certain comments from the Staff of the SEC in relation to the Original Filing. Accordingly, we are restating in their entirety the Item 16I of the Original Filing.
No attempt has been made in this Amendment No. 1 to modify or update in any way the financial statements or any other items or disclosures in the Original Filing except as required to reflect the amendments discussed above. Except as otherwise noted herein, this Amendment No. 1 continues to describe conditions as of the date of the Original Filing, and the disclosures contained herein have not been updated to reflect events, results or developments that occurred after the date of the Original Filing, or to modify or update those disclosures affected by subsequent events. Among other things, forward-looking statements made in the Original Filing have not been revised to reflect events, results or developments that occurred or facts that became known to us after the date of the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing.
PART II
| Item 16I. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
On May 26, 2022, following our filing with the SEC on April 29, 2022 of our annual report on 20-F for the year ended December 31, 2021, the SEC identified us as a “Commission-Identified Issuer” pursuant to the HFCAA and the rules of the SEC implementing the HFCAA. We were so identified because the PCAOB had reported to the SEC on December 16, 2021 that it had been unable to completely inspect or investigate audit firms in the mainland of China and Hong Kong, including PwC, our independent auditor, because of the positions taken by authorities in the mainland of China and Hong Kong. On December 15, 2022, the PCAOB reported to the SEC that it had been able to secure complete access to inspect and investigate the audit firms in the mainland of China and Hong Kong and therefore it vacated its previous determinations to the contrary.
As of March 31, 2023, our controlling shareholder, China National Petroleum Corporation (“CNPC”) held 82.62% of our shares. CNPC is a company incorporated and domiciled in the PRC and is wholly owned by the State-owned Assets Supervision and Administration Commission of the State Council of China (“SASAC”), a special commission directly under the State Council of China. Therefore, Chinese governmental entity has controlling financial interest in the Company and its consolidated subsidiaries by virtue of the SASAC’s indirect equity ownership. Please see “Item 4 – Information on the Company — Our Corporate Organization Structure” and the information of the Company’s principal subsidiaries in Note 19 to the consolidated financial statements contained in this annual report.
In addition, the following table sets forth the information with respect to the shareholding structure of the Company’s principal subsidiaries disclosed under Note 19 to the consolidated financial statements included in this annual report that are not wholly owned by the Company as of December 31, 2022.
| Principal Subsidiaries(1) | Shareholding by the Company | Voting Rights of the Company | Shareholding by Other Entities Controlled by PRC Governmental Entities | Shareholding by Other Entities or Public Investors | ||||||||||||
| CNPC Exploration and Development Company Limited | 50 | % | 57.14 | % | 50 | % | — | |||||||||
| PetroChina Sichuan Petrochemical Company Limited | 90 | % | 90 | % | 10 | % | — | |||||||||
| KunLun Energy Company Limited | 54.38 | % | 54.38 | % | 3.2 | % | 42.42 | % | ||||||||
Notes:
| 1. | Other than KunLun Energy Company Limited (“Kunlun Energy”), which was incorporated in Bermuda, both other principal subsidiaries of the Company set forth in this table were incorporated in China. Kunlun Energy is listed on the main board of the Hong Kong Stock Exchange. According to the annual report filed by Kunlun Energy with the Hong Kong Stock Exchange for 2022, as of December 31, 2022, the register of substantial shareholders maintained under Section 336 of the SFO showed that Kunlun Energy has been notified that PetroChina and CNPC held 5% or more of its issued share capital and no other shareholders including any Burmuda government entity held 5% or more of its issued share capital. We understand that a Bermuda government entity may invest in Kunlun Energy’s shares as a public investor from time to time. |
The following table sets forth the directors of the Company who are members of the Communist Party of China (“CPC”) and hold a position in the relevant CPC organization:
|
Name |
Position in the Company |
Position in the CPC Organization |
| Houliang DAI | Chairman | The secretary of the CPC Leadership Team of CNPC |
| Qijun HOU | Vice chairman | A deputy secretary of the CPC Leadership Team of CNPC |
| Liangwei DUAN | Non-executive director | A deputy secretary of the CPC Leadership Team of CNPC |
| Yongzhang HUANG | Executive director, president | A member of the CPC Leadership Team of CNPC |
| Lixin REN | Executive director, senior vice president | A member of the CPC Leadership Team of CNPC |
| Jun XIE | Non-executive director | A member of the CPC Leadership Team of CNPC |
Article 8 and Article 105 in our Articles of Association are in connection with the charter of the CPC. Please refer to our Articles of Association filed as Exhibit 1.1 to this annual report on Form 20-F.
Part III
Item 19 — Exhibits
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document — the cover page XBRL tags are embedded within the Exhibit 101 Inline XBRL |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document)] |
| * | Filed as exhibits to this Form 20-F. |
| ** | Furnished as exhibits to this Form 20-F. |
| (1) | Paper filing; incorporated into this annual report by reference to our Registration Statement on Form F-1 (File No. 333-11566) filed with the Commission, as declared effective on March 29, 2000. |
| (2) | Incorporated into this annual report by reference to the exhibits to Form 20-F for the fiscal year ended December 31, 2004 (File No. 1-15006). |
| (3) | Incorporated into this annual report by reference to Exhibit 99.2 to Form 6-K (File No. 1-15006) furnished to the Commission on June 10, 2022. |
| (4) | Incorporated into this annual report by reference to the exhibits to Form 20-F for the fiscal year ended December 31, 2020 (File No. 1-15006). |
SIGNATURE
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
|
Very truly yours, | |||
|
/s/ WANG Hua | |||
| Name: | WANG Hua | ||
| Title: |
CFO and Secretary to Board of Directors
| ||
Date: June 3, 2024
Exhibit 12.1
CERTIFICATION
I, DAI Houliang, certify that:
1. I have reviewed this annual report on Form 20-F, as amended by Amendment No. 1 thereto, of PetroChina Company Limited (the “Company”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
| /s/ DAI Houliang | ||
| Name: | DAI Houliang | |
| Title: | Chairman | |
Date: June 3, 2024
Exhibit 12.2
CERTIFICATION
I, HUANG Yongzhang, certify that:
1. I have reviewed this annual report on Form 20-F, as amended by Amendment No. 1 thereto, of PetroChina Company Limited (the “Company”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
| /s/ HUANG Yongzhang | ||
| Name: | HUANG Yongzhang | |
| Title: | Director and President | |
Date: June 3, 2024
Exhibit 12.3
CERTIFICATION
I, WANG Hua, certify that:
1. I have reviewed this annual report on Form 20-F, as amended by Amendment No. 1 thereto, of PetroChina Company Limited (the “Company”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
| /s/ WANG Hua | ||
| Name: | WANG Hua | |
| Title: | CFO and Secretary to the Board of Directors | |
Date: June 3, 2024