6-K

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 February 2023

Commission File Number: 001-15006

PETROCHINA COMPANY LIMITED

9 Dongzhimen North 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	Inside information – announcement regarding the proposed release of the registration of pledge and trust for the exchangeable corporate bonds by the controlling shareholder.

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: February 17, 2023	By:	/s/ Hua WANG
	Name:	Hua WANG
	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 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 announcement.

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)

INSIDE INFORMATION

OVERSEAS REGULATORY ANNOUNCEMENT

ANNOUNCEMENT REGARDING THE PROPOSED RELEASE OF THE REGISTRATION

OF PLEDGE AND TRUST FOR THE EXCHANGEABLE CORPORATE BONDS BY THE

CONTROLLING SHAREHOLDER

This announcement is made by PetroChina Company Limited (the “Company”) pursuant to Rules 13.09(2) and 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).

The Company received a notification from China National Petroleum Corporation (“CNPC”), the controlling shareholder of the Company, pursuant to which CNPC had completed the delisting of the exchangeable corporate bonds issued in 2018 (the “18 CNPC EB”) and proposed to go through the procedures for the release of the registration of pledge and trust of the abovementioned exchangeable corporate bonds at the Shanghai Branch of China Securities Depository and Clearing Corporation Limited, details of which are as follows:

CNPC completed the public issuance of exchangeable corporate bonds in 2018, whereby a part of the A shares of the Company (the “A Shares”) were used as the underlying shares. The exchangeable corporate bonds were issued for RMB20 billion for a term of five years and 3,820,000,000 underlying A Shares of the Company held by CNPC were transferred into the CNPC-CSC-17 CNPC E2 Pledge and Trust Special Account (the “18 CNPC EB Special Account”).

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Given that CNPC has completed the redemption and delisting of the abovementioned exchangeable corporate bonds, CNPC, together with CSC Financial Co., Ltd. (SEHK: 6066; SSE: 601066) (being the trustee of the 18 CNPC EB), proposed to apply to transfer the remaining unexchanged 3,819,948,462 underlying A Shares of the Company in the 18 CNPC EB Special Account to the security account of CNPC.

As at the date of this announcement, the security account of CNPC holds 147,103,617,108 A shares of the Company, representing approximately 80.38% of the total issued share capital of the Company; and 18 CNPC EB Special Account holds 3,819,948,462 A Shares of the Company, representing approximately 2.09% of the total issued share capital of the Company. Upon the completion of the procedures to release the registration of pledge and trust, the 3,819,948,462 A Shares of the Company in the 18 CNPC EB Special Account will be transferred to the security account of CNPC and the 18 CNPC EB Special Account will cease to hold any shares of the Company. The security account of CNPC will hold 150,923,565,570 A Shares of the Company, representing approximately 82.46% of the total issued share capital of the Company. Following the completion of the procedures to release the registration of pledge and trust by CNPC, there will be no change in the controlling shareholder and the actual controller of the Company.

The Company will continue to pay attention to the progress of the release of the registration of pledge and trust by CNPC and will fulfill its duty to disclose information in a timely manner in accordance with the relevant regulatory requirements.

	By order of the Board
	PetroChina Company Limited
	Company Secretary
	WANG Hua
Beijing, the PRC
17 February 2023

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 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.

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