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 October 2005
PETROCHINA COMPANY LIMITED
16 ANDELU, DONGCHENG DISTRICT
BEIJING, THE PEOPLE'S REPUBLIC OF CHINA, 100011
(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
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(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
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(If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82- )
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PetroChina Company Limited (the "Registrant") is furnishing under the cover
of Form 6-K, the Registrant's press release with respect to its proposed
acquisitions of all of the outstanding shares of three of its subsidiaries,
Jilin Chemical Industrial Company Limited, Jinzhou Petrochemical Co., Ltd. and
Liaohe Jinma Oilfield Company Limited.
The Registrant has also filed on Schedule TO-C with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended,
a tender offer statement with respect to the proposed acquisition of the
outstanding shares of Jilin Chemical Industrial Company Limited. The Schedule
TO-C includes, as an exhibit, a Joint Announcement made by the Registrant and
Jilin Chemical Industrial Company Limited. Please refer to the Schedule TO-C for
additional information relating to the proposed acquisition.
("PETROCHINA LOGO")
PETROCHINA COMPANY LIMITED
PRESS RELEASE
("CHINESE CHARACTERS")
DATED OCTOBER 31, 2005
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PROPOSED ACQUISITIONS
PetroChina Company Limited (HKSE stock code: 0857; NYSE: PTR) announces that,
subject to the satisfaction of various conditions, or if permissible, waiver of
these conditions, it intends to make voluntary conditional offers to acquire (i)
all outstanding overseas listed foreign invested ordinary shares (H shares,
including H shares represented by American depositary shares) and domestic
invested shares (A shares) of Jilin Chemical Industrial Company Limited, (ii)
all outstanding domestic invested shares (A shares) of Jinzhou Petrochemical
Co., Ltd. and (iii) all outstanding domestic invested shares (A shares) of
Liaohe Jinma Oilfield Company Limited. These conditions include regulatory
approvals, relief or exemptions and approvals of shareholders of respective
target companies. As of October 30, 2005, PetroChina owned 67.3% of the
outstanding share capital of Jilin Chemical Industrial Company Limited, 80.95%
of the outstanding share capital of Jinzhou Petrochemical Co., Ltd. and 81.82%
of the outstanding share capital of Liaohe Jinma Oilfield Company Limited.
* * * * *
This press release does not constitute an offer to purchase or a solicitation of
an offer to sell any securities. If required by U.S. securities laws, PetroChina
will file a tender offer statement on Schedule TO with the U.S. Securities and
Exchange Commission ("SEC") in respect of its offer for the shares of Jilin
Chemical Industrial Company Limited. In addition, if PetroChina files a Schedule
TO, a related solicitation/recommendation statement on Schedule 14D-9 will be
filed with the SEC by Jilin Chemical Industrial Company Limited. Investors
should read any such Schedule TO, Schedule 14D-9 and any other documents
relating to the offer for the shares of Jilin Chemical Industrial Company
Limited carefully if and when any such documents are filed with the SEC because
they will contain important information. If and when filed with the SEC, any
such Schedule TO, Schedule 14D-9 and any related documents will be available
free of charge at the SEC's web site, at www.sec.gov. In addition, all such
documents will be made available to investors in the U.S. free of charge by
writing to Mr. Li Huaiqi at PetroChina Company Limited, 16 Andelu, Dongcheng
District, Beijing, 100011, the People's Republic of China.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
PetroChina Company Limited
Dated: October 31, 2005 By: /s/ Li Huaiqi
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Name: Li Huaiqi
Title: Company Secretary