Report of Foreign Issuer (6-k)
December 28 2015 - 6:40AM
Edgar (US Regulatory)
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 December 2015
Commission File Number: 001-15006
PETROCHINA
COMPANY LIMITED
9 Dongzhimen North Street, Dongcheng District
Beijing, The Peoples 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 x 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
x
(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 Announcement dated December 28,
2015 relating to integration of Kunlun Gas and Kunlun Energy.
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.
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PetroChina Company Limited |
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Dated: December 28, 2015 |
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By: |
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/s/ Wu Enlai |
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Name: |
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Wu Enlai |
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Title: |
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Secretary to the Board |
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 document, make no
representation 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.
PETROCHINA COMPANY LIMITED
(a joint stock limited company incorporated in the Peoples Republic of China with limited liability)
(Stock Code: 857)
ANNOUNCEMENT OF
THE
INTEGRATION OF KUNLUN GAS AND KUNLUN ENERGY
Reference is made to the announcement of PetroChina Company Limited (the Company)
dated 25 November 2015 headed The Integration of Kunlun Gas and Kunlun Energy. According to the aforementioned announcement, the Company has entered into the letter of intent with Kunlun Energy Company Limited (Kunlun
Energy) and the integration will be achieved by way of acquisition of the equity interests or assets of PetroChina Kunlun Gas Co., Ltd. (Kunlun Gas) by Kunlun Energy or in other forms. The management team of the Company
was authorized to execute the final agreement(s) in relation to the integration.
On 28 December 2015, the Company, Kunlun Energy and Kunlun Gas
entered into the Agreement between PetroChina Company Limited and Kunlun Energy Company Limited Regarding the Transfer of Equity Interests of PetroChina Kunlun Gas Co., Ltd. (Equity Transfer Agreement). Pursuant to the
Equity Transfer Agreement, the Company will transfer its 100% equity interests in Kunlun Gas (Target Equity) to Kunlun Energy. The consideration for the Target Equity is based on the valuation report (Zhong Qi Hua Ping Bao Zi
[2015] No.1388) prepared by China Enterprise Appraisals Co., Ltd. as of 30 September 2015, the reference date, and adjusted by the capital increase, capital reduction, dividends payment or assets disposal after the reference date. The
consideration for the Target Equity shall be approximately RMB14,827,093,900 as agreed among the relevant parties.
This transaction is required to be submitted for approval at a special general meeting of Kunlun Energy. After
obtaining the shareholders approval at the special general meeting of Kunlun Energy, the transaction will be submitted to the competent governmental authorities for their approvals. The Company will complete the transferring of the Target
Equity in accordance with such approvals and the Equity Transfer Agreement. Shareholders are reminded to invest rationally and are advised to exercise caution in risk of investment.
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By order of the Board |
PetroChina Company Limited |
Secretary to the Board |
Wu Enlai |
Beijing, the PRC
28 December 2015
As at the date of this announcement,
the Board of Directors comprises Mr Wang Yilin as the Chairman; Mr Wang Dongjin as Vice Chairman and executive director; Mr Yu Baocai, Mr Shen Diancheng and Mr Liu Yuezhen as non-executive directors; Mr Liu Hongbin and Mr Zhao Zhengzhang as
executive directors; and Mr Chen Zhiwu, Mr Richard H. Matzke, Mr Lin Boqiang and Mr Zhang Biyi as independent non-executive directors.
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