6-K - PCCYF - Equibles

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OFFOREIGN ISSUER

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of August 2022

Commission File Number: 001-15006

PETROCHINA COMPANY LIMITED

9 DongzhimenNorth Street, Dongcheng District

Beijing, The People’s Republic of China, 100007

(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 ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

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 ☒

(If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- )

EXHIBITS

Exhibit Number

99.1 An announcement submitted to the HKSE regarding the intention of the Company to delist the ADSs from the NYSE and the related matters.

99.2 A press release regarding the intention to delist the ADSs from the NYSE and the related matters.

99.3 An announcement submitted to the HKSE regarding change in company secretary and authorized representative of the Company under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

FORWARD-LOOKING STATEMENTS

This announcement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual results may differ materially from information contained in these forward-looking statements as a result of a number of factors.

We do not intend to update or otherwise revise the forward-looking statements in this announcement, whether as a result of new information, future events or otherwise. Because of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this announcement might not occur in the way we expect, or at all.

You should not place undue reliance on any of these forward-looking statements.

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: August 12, 2022	By:	/s/ WANG Hua
	Name:	WANG Hua
	Title:	CFO and Secretary to the Board of Directors

EX-99.1

Exhibit 99.1

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make norepresentation 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.

LOGO

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)

ANNOUNCEMENT REGARDING THE INTENTION TO DELIST THE AMERICAN

DEPOSITARY SHARES FROM THE NYSE AND THE RELATED MATTERS

PetroChina Company Limited (the “Company”) hereby announces that it has notified the New York Stock Exchange (the “NYSE”) on 12 August 2022 (Eastern Time in the U.S.) that it will apply for a voluntary delisting of its American Depositary Shares (“ADSs”) from the NYSE pursuant to the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and relevant rules.

In 2000, the Company completed an offering of 17,582,418,000 H shares of the Company (the “HShares”) and became listed on The Stock Exchange of Hong Kong Limited (the “HKSE”) and the NYSE, whereby, ADSs representing 23.5% of the total H Shares were listed on the NYSE. In 2005, the Company completed a follow-on offering of over 3 billion H Shares. In 2007, the Company issued 4 billion A shares of the Company and became listed on the Shanghai Stock Exchange (the “SSE”). As of 9 August 2022, the issued and outstanding ADSs represented approximately 3.93% of the total H Shares and approximately 0.45% of the total share capital of the Company.

Based on a comprehensive evaluation of a number of considerations, including but not limited to the small percentage of H Shares represented by ADSs as compared to the total number of the H Shares and the total share capital of the Company, the relatively limited trading volume of the ADSs as compared to the trading volume of the H Shares on a worldwide basis, the considerable administrative burden for performing the disclosure obligations as necessary for maintaining the listing of the ADSs on the NYSE as a result of the differences in the regulatory rules of multiple listing venues, the fact that the Company has never utilized NYSE for any follow-on financing, while the HKSE and the SSE are strong alternatives for the Company because they can satisfy the Company’s fundraising requirements necessary for its normal business operations, and for better protection of the interests of the investors, the board of directors of the Company approved the delisting of the ADSs from the NYSE and, subject to subsequent actual circumstances, the deregistration of the ADSs and the underlying H Shares with the United States Securities and Exchange Commission (the “SEC”) in accordance with the relevant requirements under the Exchange Act.

Based on the foregoing, the Company intends to file a Form 25 with the SEC on or about 29 August 2022 to delist its ADSs from the NYSE. The delisting of the ADSs from the NYSE is expected to become effective ten days thereafter. The last day of trading of the ADSs on the NYSE is expected to occur on or about 8 September 2022. From and after that, the ADSs will no longer be listed on the NYSE. However, the Company will continue to perform its disclosure obligations under the Exchange Act until the Company files a Form 15F with the SEC to seek the deregistration of the ADSs and the underlying H Shares under the Exchange Act after it meets the criteria for deregistration under Rule 12h-6.

On the date of this announcement, the Company will instruct The Bank of New York Mellon, the depositary of the ADSs, to issue the notice of terminating its American Depositary Receipt (“ADR”) program to the holders of ADSs according to the requirements under the depositary agreement, and the ADR program will be terminated on or around 16 October 2022 (the “Termination Date”). During the period after the ADSs are delisted from the NYSE and before the Termination Date, the ADSs issued under the ADR program of the Company are expected to trade on the over-the-counter market.

The Company will maintain the listing and trading of its shares on the HKSE and the SSE after the delisting of its ADSs from the NYSE. The ADS holders may surrender their ADSs for the underlying H Shares, which can be traded on the HKSE.

The Company reserves its right in all respects to delay or withdraw the aforementioned filings of Form 25 and Form 15F prior to their effectiveness. The Company will issue any further announcement if necesary.

The Company would like to extend its thanks to investors for their continuing support and attention to the Company. The Company will use its best efforts to handle relevant matters properly by following the principle of protecting the interests of investors.

This announcement may contain, in addition to historical information, “forward-looking statements” within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995 and Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934. These forward- looking statements are based on the Company’s current assumptions, expectations and projections about future events. The Company uses words like “believe”, “anticipate”, “intend”, “estimate”, “expect”, “project” and similar expressions to identify forward looking statements, although not all forward-looking statements contain these words. These forward-looking statements are necessarily estimates reflecting judgment of the Company’s senior management and involve significant risks, both known and unknown, uncertainties and other factors that may cause the Company’s actual performance, financial condition or results of operations to be materially different from those suggested by the forward-looking statements. Except as required by law, the Company undertakes no obligation and does not intend to update any forward-looking statement, whether as a result of new information, future events or otherwise.

Shareholders and potential investors are advised to act with due care in trading securities of theCompany.

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

Beijing, the PRC

12 August 2022

As at the date of this announcement, 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. Jiao Fangzheng, Mr. Huang Yongzhang and Mr. Ren Lixin asexecutive Directors; and Ms. Elsie Leung Oi-sie, Mr. Tokuchi Tatsuhito, Mr. Cai Jinyong and Mr. Jiang, Simon X. as independent non-executive Directors.

EX-99.2

Exhibit 99.2

PETROCHINA ANNOUNCED INTENTION TO DELIST THE AMERICAN DEPOSITARY SHARES FROM THE NYSE

BEIJING, August 12, 2022 — PetroChina Company Limited (the “Company”) (HKSE stock code 0857; NYSE symbol PTR; SSE stock code 601857) today announced that it has notified the New York Stock Exchange (the “NYSE”) on 12 August 2022 (Eastern Time in the U.S.) that it will apply for a voluntary delisting of its American Depositary Shares (“ADSs”) from the NYSE pursuant to the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and relevant rules.

In 2000, the Company completed an offering of 17,582,418,000 H shares of the Company (the “H Shares”) and became listed on The Stock Exchange of Hong Kong Limited (the “HKSE”) and the NYSE, whereby, ADSs representing 23.5% of the total H Shares were listed on the NYSE. In 2005, the Company completed a follow-on offering of over 3 billion H Shares. In 2007, the Company issued 4 billion A shares of the Company and became listed on the Shanghai Stock Exchange (the “SSE”). As of 9 August 2022, the issued and outstanding ADSs represented approximately 3.93% of the total H Shares and approximately 0.45% of the total share capital of the Company.

Shareholders and potential investors are advised to act with due care in trading securities of the Company.

EX-99.3

Exhibit 99.3

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, make norepresentation 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 document.

LOGO

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)

CHANGE OF COMPANY SECRETARY AND AUTHORISED REPRESENTATIVE

The board of directors (the “Board”) of PetroChina Company Limited (the “Company”) hereby announces that, due to his age, Mr. Chai Shouping (“Mr. Chai”) has tendered his resignation as the company secretary of the Company (the “Company Secretary”) with immediate effect. He has also ceased to act as an authorised representative of the Company (the “Authorised Representative”) under Rule 3.05 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”).

Mr. Chai has confirmed that he has no disagreement with the Board during his term of office and there is no matter relating to his resignation that needs to be brought to the attention of the shareholders of the Company.

Mr. Chai has been diligent, dedicated and meticulous at work since appointment and made significant contributions to the Company’s business development, value improvement, green and low-carbon transformation, and shareholder returns. The Board would like to express its sincere gratitude to Mr. Chai for his contributions.

The Company also announces that Mr. Wang Hua (“Mr. Wang”), the Chief Financial Officer of the Company and Secretary to the Board, was appointed as the Company Secretary and the Authorised Representative with immediate effect. Mr. Wang is qualified to act as a company secretary under Rule 3.28 of the Listing Rules.

The biographical details of Mr. Wang are set out below:

Mr. Wang Hua, aged 48, is currently the Chief Financial Officer of the Company and the Secretary to the Board. Mr. Wang is a senior accountant and holds a master’s degree. He has rich financial, operating, and managerial experience in the oil and gas industry of the PRC. From October 2016, he worked as the chief financial officer of CNPC Capital Corporation. From August 2020, he worked as the deputy general manager of the Financial Department of the Company and the deputy general manager of the Financial Department of China National Petroleum Corporation. From April 2021, he worked as the general manager of the Financial Department of the Company. From June 2022, he worked as the Chief Financial Officer of the Company and the Secretary to the Board.

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

Beijing, the PRC

12 August 2022

As at the date of this announcement, theBoard 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. Jiao Fangzheng, Mr. Huang Yongzhang andMr. Ren Lixin as executive Directors; and Ms. Elsie Leung Oi-sie, Mr. Tokuchi Tatsuhito, Mr. Cai Jinyong and Mr. Jiang, Simon X. as independent non-executive Directors.