Petrochina (PTR) will apply for voluntary delisting of its American Depositary Shares from NYSE
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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 “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.
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.
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