UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
_______________
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(b)
PetroChina Company Limited
(Name of Issuer)
American Depositary Shares, each representing 100 H shares,
par value RMB 1.00 per share
(Title of Class of Securities)
71646E100
(CUSIP Number)
March 23, 2000
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1 (b)
[ ] Rule 13d-1 (c)
[X] Rule 13d-1 (d)
CUSIP No. 71646E100 |
13G |
Page 2 of 11 Pages |
1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) BP p.l.c.
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP* (a) [ ] (b) [ ]
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3. |
SEC USE ONLY
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION England & Wales
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NUMBER OF SHARES
|
5. |
SOLE VOTING POWER 3,516,484,000*
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BENEFICIALLY OWNED BY |
6. |
SHARED VOTING POWER 0
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EACH REPORTING |
7. |
SOLE DISPOSITIVE POWER 3,516,484,000*
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PERSON WITH |
8. |
SHARED DISPOSITIVE POWER 0
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9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,516,484,000*
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10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 20.0%
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12. |
TYPE OF REPORTING PERSON CO, HC
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* As set out in PetroChina’s Form 8-A filed Febuary 29, 2000, each ADS represents 100 H shares.
BP p.l.c. has beneficial ownership of 3,516,484,000 H shares.
CUSIP No. 71646E100 |
13G |
Page 3 of 11 Pages |
1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) BP Global Investments Limited
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP* (a) [ ] (b) [ ]
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3. |
SEC USE ONLY
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4. |
CITIZENSHIP OR PLACE OF ORGANIZATION England & Wales
|
|||
NUMBER OF SHARES
|
5. |
SOLE VOTING POWER 3,516,484,000*
|
||
BENEFICIALLY OWNED BY |
6. |
SHARED VOTING POWER 0
|
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EACH REPORTING |
7. |
SOLE DISPOSITIVE POWER 3,516,484,000*
|
||
PERSON WITH |
8. |
SHARED DISPOSITIVE POWER 0
|
||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,516,484,000*
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|||
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
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|||
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 20.0%
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12. |
TYPE OF REPORTING PERSON CO, HC
|
* As set out in PetroChina’s Form 8-A filed Febuary 29, 2000, each ADS represents 100 H shares.
BP Global Investments Limited has beneficial ownership of 3,516,484,000 H shares.
CUSIP No. 71646E100 |
13G |
Page 4 of 11 Pages |
1. |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) BP Investments China Limited
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2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF GROUP* (a) [ ] (b) [ ]
|
|||
3. |
SEC USE ONLY
|
|||
4. |
CITIZENSHIP OR PLACE OF ORGANIZATION England & Wales
|
|||
NUMBER OF SHARES
|
5. |
SOLE VOTING POWER 3,516,484,000*
|
||
BENEFICIALLY OWNED BY |
6. |
SHARED VOTING POWER 0
|
||
EACH REPORTING |
7. |
SOLE DISPOSITIVE POWER 3,516,484,000*
|
||
PERSON WITH |
8. |
SHARED DISPOSITIVE POWER 0
|
||
9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,516,484,000*
|
|||
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
|
|||
11. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 20.0%
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12. |
TYPE OF REPORTING PERSON CO
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* As set out in PetroChina’s Form 8-A filed Febuary 29, 2000, each ADS represents 100 H shares.
BP Investments China Limited has beneficial ownership of 3,516,484,000 H shares.
Item 1(a). Name of Issuer:
PetroChina Company Limited
Item 1(b). Address of Issuer’s Principal Executive Offices:
16 Andelu
Dongcheng District
Beijing, 100011
The People’s Republic of China
Item 2(a). Name of Person Filing:
This Statement is being filed jointly by the persons listed below (the
“Reporting Persons”). The agreement between the Reporting Persons
relating to the joint filing of this Statement is attached as Exhibit 1.
Reporting Persons:
BP p.l.c.
BP Global Investments Limited
BP Investments China Limited
Item 2(b). Address of Principal Business Office or, if None, Residence:
BP p.l.c.:
1 St. James’s Square
London, SW1Y 4PD, England
BP Global Investments Limited:
Breakspear Park
Hemel Hempstead
Hertfordshire HP2 4UL, England
BP Investments China Limited:
Breakspear Park
Hemel Hempstead
Hertfordshire HP2 4UL, England
Item 2(c). Citizenship:
BP p.l.c.: England & Wales
BP Global Investments Limited: England & Wales
BP Investments China Limited: England & Wales
Item 2(d). Title of Class of Securities:
American Depositary Shares, each representing 100 H shares, par value RMB
1.00 per share
Item 2(e). CUSIP Number:
71646E100
Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act.
(d) [ ] Investment company registered under Section 8 of the Investment
Company Act.
(e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act;
(j) [ ] Group, in accordance with Rule 3d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount beneficially owned: 3,516,484,000*
(b) Percent of class: 20.0%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 3,516,484,000*
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct
the disposition of 3,516,484,000*
(iv) Shared power to dispose or to direct
the disposition of 0
BP Investments China Limited, which holds the shares reported in this Statement,
may be deemed to have sole power to vote, direct the vote, dispose
or direct the disposition of 3,516,484,000 H shares.
BP Global Investments Limited owns 100% of BP Investments China limited,
and, in this capacity, may be deemed to have sole power to vote, direct the
vote, dispose or direct the disposition of 3,516,484,000 H shares.
BP p.l.c. owns 100% of BP Global Investments Limited and, in this capacity,
may be deemed to have sole power to vote, direct the vote, dispose or direct
the disposition of 3,516,484,000 H shares.
* As set out in PetroChina’s Form 8-A filed Febuary 29, 2000, each ADS
represents 100 H shares. The Reporting Persons have beneficial ownership of
3,516,484,000 H shares.
The Reporting Persons were the beneficial owners of the H shares prior to the
registration of PetroChina’s American Depositary Shares with the Securities
and Exchange Commission.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
Exhibit 2 is hereby incorporated by reference in response to this Item 7.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certifications.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
For BP p.l.c.:
12th January 2004
(Date)
/s/ Byron Grote
(Signature)
B.E. Grote / Director
(Name/Title)
For BP Global Investments Limited:
12th January 2004
(Date)
/s/ D.P. Chapman
(Signature)
D.P. Chapman / Director
(Name/Title)
For BP Investments China Limited:
12th January 2004
(Date)
/s/ F.W.M. Starkie
(Signature)
FWM Starkie / Director
(Name/Title)
EXHIBIT INDEX
Exhibit 1 A conformed copy of the Joint Filing Agreement dated as of January 12, 2004 between
BP p.l.c., BP Global Investments Limited and BP Investments China Limited relating to
the joint filing of this Schedule 13G.
Exhibit 2 Explanation of ownership relationships between the reporting persons BP p.l.c.,
BP Global Investments Limited and BP Investments China Limited.