PetroChina Company Limited
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
Commission File Number 1-15006
(Exact name of Registrant as specified in its charter)
PetroChina Company Limited
(Translation of Registrants name into English)
The Peoples Republic of China
(Jurisdiction of incorporation or organization)
16 Andelu
Dongcheng District, Beijing, 100011
The Peoples Republic of China
(Address of principal executive offices)
Securities registered or to be registered pursuant to
Section 12(b) of the Act.
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Title of |
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Name of each exchange | |
Each class |
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on which registered | |
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American Depositary Shares, each representing 100
H Shares, par value RMB 1.00 per share*
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New York Stock Exchange, Inc. |
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H Shares, par value RMB 1.00 per share
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New York Stock Exchange, Inc.** |
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Securities registered or to be registered pursuant to
Section 12(g) of the Act.
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act.
None
(Title of Class)
Indicate the number of outstanding shares of each of the
issuers classes of capital or common stock as of the close
of the period covered by the annual report:
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State-owned shares, par value RMB 1.00 per share
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158,241,758,000 |
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H Shares, par value RMB 1.00 per share
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17,582,418,000 |
*** |
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act.
X Yes No
If this is an annual or transition report, indicate by check
mark if the registrant is not required to file reports pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934.
Yes X No
Indicate by check mark whether the registrant: (1) has
filed all reports required to be filed by Section 13 or
l5(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past
90 days.
X Yes No
Indicate by check mark which financial statement item the
registrant has elected to follow.
Item
17 X Item
18
If this is an annual report, indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act).
Yes X No
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PetroChinas H Shares are listed and traded on The Stock
Exchange of Hong Kong Limited. |
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Not for trading, but only in connection with the registration of
American Depository Shares. |
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Include 2,424,087,400 H Shares represented
by American Depositary Shares. |
EXPLANATORY NOTE
This Form 20-F/A of PetroChina Company (the
Company) is being filed solely to amend
Item 15, Controls and Procedures, contained in the
Companys annual report on Form 20-F for the year
ended December 31, 2004, which was originally filed with
the Securities and Exchange Commission on June 29, 2005.
This Form 20-F/A has revised the principal officers
evaluation of the Companys disclosure controls and
procedures by deleting the phrase except as disclosed in
the following paragraphs in the first paragraph of the
original Item 15 and therefore, has conclusively stated
that the Companys disclosure controls and procedures were
effective as of December 31, 2004.
1
ITEM 15 CONTROLS AND PROCEDURES
Our Chairman, who performs the functions of Chief Executive
Officer, and our Chief Financial Officer, after evaluating the
effectiveness of PetroChinas disclosure controls and
procedures (as defined in the United States Exchange Act
Rules 13a-15(e) and 15d(e)) as of the end of the period
covered by this annual report, have concluded that, as of such
date, PetroChinas disclosure controls and procedures were
effective to ensure that material information required to be
disclosed in the reports that we file and furnish under the
Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the Securities and Exchange
Commissions rules and regulations.
In preparation for certain internal control reporting
requirements set forth in Section 404 of the Sarbanes-Oxley
Act, we are undertaking company-wide documentation of internal
controls, performing the system and process evaluation and
testing required (and any necessary remediation) in an effort to
comply with such requirements by the effective date for
compliance. Our efforts to implement standardized internal
control procedures and develop the internal tests necessary to
verify the proper application of the internal control procedures
and their effectiveness will be a key area of focus for our
board of directors, our audit committee and our senior
management.
In the course of preparation for the implementation of the
requirements of Section 404 of the Sarbanes-Oxley Act, we
have identified certain internal control deficiencies that could
adversely affect our ability to record, process, summarize and
report financial data consistent with our managements
assertions in our financial statements. The significant
deficiencies and weakness that we have discovered did not relate
to fraud or require any material adjustments to our financial
statements. Specifically, the identified areas would require us
to: (1) enhance our internal audit function by developing
and executing a formal audit plan at the head office and
regional company level, enhancing its effectiveness and timely
communicating identified deficiencies to management,
(2) enhance the security and access control of information
systems, and (3) improve the experience and knowledge of
our employees.
Following the identification of these issues, we commenced
planning for remedial measures to make the necessary
improvements as soon as practicable. Our board of directors and
audit committee have been advised of these issues. Under the
supervision and with the participation of our senior management,
including our Chairman and Chief Financial Officer, we are in
the process of conducting further evaluation of our internal
control over financial reporting. We plan to design enhanced
processes and controls to address these and any other issues
that might be identified through our review. As we are still in
the evaluation process, we may identify other conditions that
may result in significant deficiencies or material weaknesses in
the future. If we discover such conditions, we will take action
to correct them. We are committed to taking appropriate steps
for remediation, as needed.
There were no changes in our internal control over financial
reporting that occurred during the year ended December 31,
2004 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
2
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.
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PetroChina Company Limited |
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Dated: December 16, 2005
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By: /s/ Li Huaiqi |
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Name: Li Huaiqi |
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Title: Company secretary |
EXHIBIT INDEX
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Exhibit |
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Number |
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Description of Exhibits |
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12.1
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Certification of Chief Executive Officer required by
Section 302 of the Sarbanes-Oxley Act of 2002. |
12.2
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Certification of Chief Financial Officer required by
Section 302 of the Sarbanes-Oxley Act of 2002. |
13.1
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Certification of Chief Executive Officer required by
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002. |
13.2
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Certification of Chief Financial Officer required by
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002. |