Form 6-K PETROCHINA CO LTD For: Jun 13

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 June 2019

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

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.

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)

RESOLUTIONS PASSED AT THE ANNUAL GENERAL MEETING FOR THE YEAR 2018

PAYMENT OF THE FINAL DIVIDENDS

APPOINTMENT OF DIRECTORS

APPOINTMENT OF VICE CHAIRMAN

AND

CHANGE OF MEMBERS OF THE BOARD COMMITTEES

Resolutions Passed at the Annual General Meeting for the Year 2018

We refer to the notice of the AGM of the Company dated 26 April 2019 (the “Notice”) and the circular of the Company dated 26 April 2019 in relation to the AGM (the “Circular”), respectively. Unless otherwise defined herein, terms used in this announcement shall have the same meanings as defined in the Circular.

The Board is pleased to announce that the AGM was held at V-Continent Wuzhou Hotel, No. 8, North 4th Circle, Middle Road, Chaoyang District, Beijing, the PRC at 9 a.m. on 13 June 2019 by way of physical meeting.

The meeting was convened by the Board, and was chaired by Mr. Wang Yilin, Chairman of the Company. Some of the Company’s Directors and Supervisors, as well as secretary to the Board, attended the AGM. Other relevant members of the senior management were also present at the AGM. The AGM was legally and validly convened in compliance with the requirements of the Company Law of the PRC and the Articles of Association.

1

At the AGM, the following resolutions were considered and approved by way of poll, and the poll results of the votes are as follows:

2

3

As the above resolutions numbered 1 to 7 and 10 were passed by a simple majority, these resolutions were duly passed as ordinary resolutions. As the above resolution numbered 8 to 9 were passed by two-thirds majority, the resolutions were duly passed as special resolutions.

As at the date of the AGM:

4

Payment of the Final Dividends

The Board also wishes to notify Shareholders the details of the payment of the final dividends for the year ended 31 December 2018 are as follows:

The Company will pay final dividends of RMB0.09 per Share (inclusive of applicable tax) for the year ended 31 December 2018. The payment shall be made to Shareholders whose names appeared on the register of members of the Company at close of business on 21 June 2019 (the “Record Date”). According to the Articles of Association, dividends payable to the Shareholders shall be declared in Renminbi, and dividends payable to holders of A Shares shall be paid in Renminbi, and for the A Shares of the Company listed on the Shanghai Stock Exchange and invested by the investors through the Stock Exchange of Hong Kong Limited (“Hong Kong Stock Exchange”), dividends shall be paid in Renminbi to the accounts of the nominal shareholders through China Securities Depository and Clearing Corporation Limited (“CSDC”). Save for the H Shares of the Company listed on the Hong Kong Stock Exchange and invested by the investors through the Shanghai Stock Exchange (the “H Shares under the Southbound Trading Link”), dividends payable to the holders of H Shares shall be paid in Hong Kong Dollars. Dividends payable to the holders of H Shares under the Southbound Trading Link shall be paid in Renminbi. In accordance with the Agreement on Payment of Cash Dividends on the H Shares under the Southbound Trading Link between the Company and CSDC, CSDC will receive the dividends payable by the Company to holders of the H Shares under the Southbound Trading Link as a nominal holder of the H Shares under the Southbound Trading Link on behalf of investors and assist the payment of dividends on the H Shares under the Southbound Trading Link to investors thereof. The following formula shall apply for the purpose of calculating the Hong Kong dollar equivalent of the amount of final dividends payable per H Share:

The average of the middle exchange rates for Renminbi to Hong Kong dollar as announced by the People’s Bank of China for the week immediately prior to 13 June 2019, that is the date of the AGM at which the final dividends is declared, is RMB0.87922 to HK$1.00. Accordingly, the amount of final dividends payable per H Share is HK$0.10236.

According to the Law on Corporate Income Tax of the PRC and the relevant implementing rules which came into effect on 1 January 2008 and were amended on 24 February 2017, the Company is required to withhold corporate income tax at the rate of 10% before distributing dividends to non-resident enterprise shareholders whose names appear on the register of members of H Shares of the Company. Any H Shares registered in the name of non-individual H Shareholders, including HKSCC Nominees Limited, other nominees, trustees or other groups and organizations will be treated as being held by non-resident enterprise shareholders and therefore will be subject to the withholding of the corporate income tax. Should any holder of H Shares wish to change their Shareholder status, please consult their agent or trust institution over the relevant procedures. The Company will withhold payment of the corporate income tax strictly in accordance with the relevant laws or requirements of the relevant governmental departments and strictly based on the information registered on the Company’s H share register of members on 27 June 2019.

5

According to the regulation promulgated by the State General Administration of Taxation of the PRC (Guo Shui Han [2011] No.348), the Company is required to withhold and pay the individual income tax for its individual H shareholders (“Individual H Shareholders”) and the Individual H Shareholders are entitled to certain tax preferential treatments according to the tax agreements between those countries where the Individual H Shareholders are residents and China and the provisions in respect of tax arrangements between the mainland China and Hong Kong (Macau). The Company would withhold and pay the individual income tax at the tax rate of 10% on behalf of the Individual H Shareholders who are Hong Kong residents, Macau residents or residents of those countries having agreements with China for individual income tax rate in respect of dividend of 10%. For Individual H Shareholders who are residents of those countries having agreements with China for individual income tax rates in respect of dividend of lower than 10%, the Company would make applications on their behalf to seek entitlement of the relevant agreed preferential treatments pursuant to the Circular on Issuing Administrative Measures on Preferential Treatment Entitled by Non-residents Taxpayers under Tax Treaties (SAT Circular [2015] No.60) (《關於發佈<非居民納稅人享受稅收協定待遇管理辦法 >的公告》(國家稅務總局公告 2015 年第 60 號)). For Individual H Shareholders who are residents of those countries having agreements with China for individual income tax rates in respect of dividend of higher than 10% but lower than 20%, the Company would withhold the individual income tax at the agreed-upon effective tax rate. For Individual H Shareholders who are residents of those countries without any taxation agreements with China or having agreements with China for individual income tax in respect of dividend of 20% or in other situations, the Company would withhold the individual income tax at a tax rate of 20%

The Company will determine the country of domicile of the Individual H Shareholders based on the registered address as recorded in the register of members of the Company (the “Registered Address”) on the Record Date and will accordingly withhold and pay the individual income tax. If the country of domicile of the Individual H Shareholder is not the same as the Registered Address, the Individual H Shareholder shall notify the share registrar of the Company’s H Shares and provide relevant supporting documents on or before 4:30 p.m., 21 June 2019 (address: Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong). If the Individual H Shareholders do not provide the relevant supporting documents to the share registrar of the Company’s H Shares within the time period stated above, the Company will determine the country of domicile of the Individual H Shareholders based on the recorded Registered Address on the Record Date.

The Company will not entertain any claims arising from and assume no liability whatsoever in respect of any delay in, or inaccurate determination of, the status of the shareholders of the Company or any disputes over the withholding and payment of tax.

6

In accordance with the Notice of Ministry of Finance, the State Administration of Taxation, and the China Securities Regulatory Commission on Taxation Policies concerning the Pilot Program of an Interconnection Mechanism for Transactions in the Shanghai and Hong Kong Stock Markets (Cai Shui [2014] No.81) (《財政部、國家稅務總局、證監會關於滬港股票市場交易互聯互通机制試點有關稅收政策的通知》 (財稅 [2014]81 號)) which became effective on November 17, 2014, and the Notice of the Ministry of Finance, the State Administration of Taxation, and the China Securities Regulatory Commission on Taxation Policies concerning the Pilot Program of an Interconnection Mechanism for Transactions in the Shenzhen and Hong Kong Stock Markets (Cai Shui [2016] No. 127)(《財政部、國家稅務總局、證監會關於深港股票市場交易互聯互通机制試點有關稅收政策的通知》 (財稅［2016］127 號)), which became effective on December 5, 2016, with regard to the dividends obtained by individual mainland investors from investment in the H Shares of the Company listed on the Hong Kong Stock Exchange through the Shanghai-Hong Kong and Shenzhen-Hong Kong Stock Connect, the Company will withhold their individual income tax at the rate of 20% in accordance with the register of individual mainland investors provided by CSDC. As to the withholding tax having been paid abroad, an individual investor may file an application for tax credit with the competent tax authority of CSDC with an effective credit document. With respect to the dividends obtained by mainland securities investment funds from investment in the H Shares of the Company listed on the Hong Kong Stock Exchange through the Shanghai-Hong Kong and Shenzhen-Hong Kong Stock Connect, the Company will withhold their income tax with reference to the provisions concerning the collection of tax on individual investors. The Company will not withhold income tax on dividends obtained by mainland enterprise investors, and mainland enterprise investors shall file their income tax returns and pay tax themselves instead.

With regard to the dividends obtained by the investors (including enterprises and individuals) from investment in the A Shares of the Company listed on Shanghai Stock Exchange through the Hong Kong Stock Exchange, the Company will withhold income tax at the rate of 10%, and file tax withholding returns with the competent tax authority. Where there is any tax resident of a foreign country out of the investors under the Northbound Trading Link and the rate of income tax on dividends is less than 10%, as provided for in the tax treaty between the country and the PRC, the enterprise or individual may personally, or entrust a withholding agent to, file an application for the tax treatment under the tax treaty with the competent tax authority of the Company. Upon review, the competent tax authority will refund tax based on the difference between the amount of tax having been collected and the amount of tax payable calculated at the tax rate as set out in the tax treaty.

In order to determine the list of holders of H Shares who are entitled to receive the final dividends for the year ended 31 December 2018, the Company’s register of members of H Shares will be closed from 22 June 2019 to 27 June 2019 (both days inclusive) during which period no transfer of H Shares will be registered. In order to qualify for the final dividends, holders of H Shares whose transfers have not been registered must lodge all transfer documents together with the relevant share certificates at Computershare Hong Kong Investor Services Limited no later than 4:30 p.m. on 21 June 2019. The address of the transfer office of Computershare Hong Kong Investor Services Limited is 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

7

The Company has appointed Bank of China (Hong Kong) Trustees Limited as the receiving agent in Hong Kong (the “Receiving Agent”) and will pay to such Receiving Agent the final dividends declared for payment to holders of H Shares. The final dividends will be paid by the Receiving Agent on or about 2 August 2019, and will be dispatched on the same day to holders of H Shares who are entitled to receive such dividend by ordinary post and at their own risk.

Holders of A Shares are advised to note that details of paying dividends to holders of A Shares and relevant matters will be announced in due course after discussion between the Company and CSDC, Shanghai Branch.

Appointment of Directors

The Board is pleased to announce that according to the poll results of the AGM, Mr. Zhang Wei and Mr. Jiao Fangzheng were elected as the non-executive Directors of the Company, effective immediately. Please refer to the Circular for resumes of the Directors above.

Appointment of Vice Chairman

The Board is pleased to announce that Mr. Zhang Wei was elected as vice chairman of the Company.

Change of Members of the Board Committees

The Board is pleased to announce that, in consideration of the role and expertise of the Directors of the Company, the members of the Board Committees have been adjusted as follows:

Investment and Development Committee of the Board: Mr. Zhang Wei as chairman, Mr. Simon Henry and Mr. Liu Hongbin as members;

Examination and Remuneration Committee of the Board: Ms. Elsie Leung Oi-sie as chairman, Mr. Tokuchi Tatsuhito and Mr. Hou Qijun as members; and

Health, Safety and Environment Committee of the Board: Mr. Duan Liangwei as chairman, Mr. Jiao Fangzheng and Mr. Hou Qijun as members.

The chairmen and members of other Board Commitees remained unchanged.

Beijing, China

8

13 June 2019

As at the date of this announcement, the Board comprises Mr. Wang Yilin as the Chairman; Mr. Zhang Wei as Vice Chairman and non-executive Director; Mr. Liu Yuezhen, Mr. Liu Hongbin, Mr. Jiao Fangzheng and Mr. Duan Liangwei as non-executive Directors; Mr. Hou Qijun as executive Director; and Mr. Lin Boqiang, Mr. Zhang Biyi, Ms. Elsie Leung Oi-sie, Mr. Tokuchi Tatsuhito and Mr. Simon Henry as independent non-executive Directors.

9

Exhibit 99.2

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)

List of Directors and their Roles and Functions

The members of the board of directors (the “Board”) of PetroChina Company Limited are set out below:

Chairman: Wang Yilin

Vice Chairman and Non-Executive Director: Zhang Wei

Non-Executive Directors

Liu Yuezhen

Liu Hongbin

Jiao Fangzheng

Duan Liangwei

Executive Director

Hou Qijun

Independent Non-Executive Directors

Lin Boqiang

Zhang Biyi

Elsie Leung Oi-sie

Tokuchi Tatsuhito

Simon Henry

The Board has established five Board Committees. The table below provides membership information of these Board Committees on which certain Board members serve:

Beijing, the PRC

13 June 2019

Exhibit 99.3

Hong Kong Exchange 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 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)

CONNECTED TRANSACTION

PROPOSED CAPITAL INCREASE OF CNPC FINANCE

1

The Board is pleased to announce that, on 13 June 2019, CNPC, the Company, CNPC Capital and CNPC Finance entered into the Capital Increase Agreement, pursuant to which, the registered capital of CNPC Finance will be increased from RMB8,331.2500 million to RMB20,000.0000 million.

2

3

The consideration (i.e. the investment amount contributed by the Existing Shareholders) was determined after arm’s length discussion between the Existing Shareholders, taking into consideration, among others, the entire shareholders’ equity interests and registered capital of CNPC Finance as of the Reference Date and the amount of capital reserve converted into registered capital under the Proposed Capital Increase.

The Proposed Capital Increase will be conducted in the form of conversion from current capital reserve of the Target Company and pro-rata contributions by the Existing Shareholders in proportion to their current shareholdings in CNPC Finance and the shareholding of equity interests in CNPC Finance held by the Existing Shareholders will remain unchanged upon completion of the Proposed Capital Increase.

The following diagram sets out the shareholding structure of CNPC Finance immediately before and after completion of the Proposed Capital Increase:

Based on the audited consolidated financial statements of the Target Company for the financial years ended 31 December 2017 and 2018 prepared in accordance with the PRC GAAP, the net profits before and after taxation for the financial years ended 31 December 2017 and 2018 are set out below:

Based on the audited consolidated financial statements of the Target Company for the year ended 31 December 2018 prepared in accordance with the PRC GAAP, the net assets of the Target Company as at 31 December 2018 was approximately RMB66,245,526,935.87.

4

The Proposed Capital Increase is beneficial to enhance the investment returns of the Company and make better use of the high-level, highly efficient funds and financial management services of CNPC Finance, and thus is of positive strategic significance to the Company as following:

Based on the above, the Directors (including the independent non-executive Directors) consider that the terms of the Capital Increase Agreement are fair and reasonable, and in the interests of the Company and the shareholders of the Company as a whole.

As at the date of the announcement, CNPC is the controlling shareholder of the Company and is a connected person of the Company under Chapter 14A of the Listing Rules. CNPC Finance is a subsidiary of CNPC and thus constitutes a connected person of the Company by virtue of being an associate of CNPC. Accordingly, the proposed investment by the Company in CNPC Finance as part of the Proposed Capital Increase constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules. As the highest percentage ratio in respect of the proposed investment exceeds 0.1% but is less than 5%, the proposed investment by the Company is subject to the reporting and announcement requirements but is exempted from the circular and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Due to their positions in CNPC and/or its associates, each of Mr. Wang Yilin, Mr. Zhang Wei, Mr. Liu Yuezhen, Mr. Liu Hongbin, Mr. Jiao Fangzheng, Mr. Duan Liangwei and Mr. Hou Qijun, has abstained from voting on the Board resolution approving the Proposed Capital Increase.

The Company is a joint stock limited company incorporated on 5 November 1999 under the Company Law as a result of the restructuring of CNPC. The H Shares, ADSs, and A Shares of the Company are listed on the Hong Kong Stock Exchange, the New York Stock Exchange, and the Shanghai Stock Exchange, respectively.

The Company and its subsidiaries engage in a broad range of petroleum and natural gas activities including the exploration, development, production and sale of crude oil and natural gas; the refining of crude oil and petroleum products; the production and sale of basic petrochemical products, derivative petrochemical products and other petrochemical products; the sale and trading of refined products; and the transmission of natural gas, crude oil and refined products, and the sale of natural gas.

5

CNPC is the controlling shareholder and a connected person of the Company. CNPC is a petroleum and petrochemical conglomerate that was formed in the wake of the restructuring launched by the State Council to restructure the predecessor of CNPC, China National Petroleum Company (中國石油天然氣總公司), in July 1998. CNPC is also a state-authorised investment corporation and state-owned enterprise. CNPC is an integrated energy corporation with businesses covering oil and gas exploration and development, refining and petrochemical, oil product marketing, oil and gas storage and transportation, oil trading, engineering and technical services and petroleum equipment manufacturing.

CNPC Capital is a limited liability company incorporated in the PRC, which primarily engages in the businesses of project investment, investment management, asset management, investment consultant and property management. CNPC Capital is a subsidiary of CNPC.

CNPC Finance is owned as to 40% by CNPC, 32% by the Company and 28% by CNPC Capital and is a connected person of the Company. As approved by the People’s Bank of China and the China Banking and Insurance Regulatory Commission, the principal business activities of CNPC Finance include providing guarantee to members of the CNPC group and the Group, providing entrusted loan and entrusted investment services to members of the CNPC group and the Group, bill acceptance and discounting for members of the CNPC group and the Group, internal fund transfer and settlement among members of the CNPC group and the Group and relevant internal settlement and clearance plans designing, taking deposits from members of the CNPC group and the Group, providing loans to members of the CNPC group and the Group, underwriting corporate bonds of members of the CNPC group and the Group, and investment in marketable securities.

6

7

By order of the Board

PetroChina Company Limited

Secretary to the Board

Wu Enlai

Beijing, the PRC

13 June 2019

As at the date of this announcement, the Board comprises Mr. Wang Yilin as the Chairman, Mr. Zhang Wei as Vice Chairman and non-executive Director; Mr. Liu Yuezhen, Mr. Liu Hongbin, Mr. Jiao Fangzheng and Mr. Duan Liangwei as non-executive Directors; Mr. Hou Qijun as executive Director; and Mr. Lin Boqiang, Mr. Zhang Biyi, Ms. Elsie Leung Oi-sie, Mr. Tokuchi Tatsuhito and Mr. Simon Henry as independent non-executive Directors.

8