EX-4.23






Exhibit 4.23

English Translation of Chinese Original




Form
of Risk Operation Service Business Assets Transfer Agreement




By and between




[Applicable CNPC Subordinate Enterprise]




And




[Applicable PetroChina Branch]




November 19, 2008




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TABLE OF CONTENTS




	 	 	 	 	 	 	 
	ARTICLE 1

	 	DEFINITIONS
	 	 	3	 
	ARTICLE 2

	 	DELIVERY OF ASSETS
	 	 	4	 
	ARTICLE 3

	 	TRANSFER OF ASSETS
	 	 	5	 
	ARTICLE 4

	 	CLOSING
	 	 	5	 
	ARTICLE 5

	 	CLOSING CONDITIONS
	 	 	6	 
	ARTICLE 6

	 	POST-EXECUTION OBLIGATIONS OF PARTY A
	 	 	7	 
	ARTICLE 7

	 	REPRESENTATIONS, WARRANTIES AND COVENANTS OF PARTY A
	 	 	7	 
	ARTICLE 8

	 	REPRESENTATIONS AND WARRANTIES OF PARTY B
	 	 	7	 
	ARTICLE 9

	 	EMPLOYEES
	 	 	8	 
	ARTICLE 10

	 	ACCESS TO INFORMATION
	 	 	8	 
	ARTICLE 11

	 	FORCE MAJEURE
	 	 	8	 
	ARTICLE 12

	 	COMMUNICATIONS
	 	 	8	 
	ARTICLE 13

	 	GOVERNING LAW AND DISPUTE RESOLUTION
	 	 	9	 
	ARTICLE 14

	 	OTHER PROVISIONS
	 	 	9	 
	EXHIBIT 1

	 	FURTHER REPRESENTATIONS, WARRANTIES AND COVENANTS OF PARTY A
	 	 	11	 
	EXHIBIT 2

	 	SCOPE OF THE RISK OPERATION SERVICE BUSINESS ASSETS
	 	 	14	 






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Risk Operation Service Business Assets Transfer Agreement



This Risk Operation Service Business Assets Transfer Agreement (this “Agreement”) is entered into
this 19th day of November, 2008 in [address of execution], by and between [applicable CNPC
subordinate enterprise] (“Party A”), with its business license number being [_________] and
registered address being at [_________], and [applicable PetroChina branch] (“Party B”), with its
business license number being [_________] and registered address being at [_________].




     Whereas,




	 	(i)	 	Party A is a/an [enterprise type] incorporated on [_________] and is a wholly-owned subsidiary
of China National Petroleum Corporation (“CNPC”);]






	 	(ii)	 	Party B is a branch of PetroChina Company Limited (“PetroChina”) incorporated on
[_________];






	 	(ii)	 	Party A agrees to transfer to Party B, and Party B agrees to purchase from Party A, the assets
(including liabilities) of Party A’s risk operation service business, subject to the terms and
conditions of this Agreement.





     Party A and Party B hereby reach agreement as follows:



Article 1          Definitions





	 	1.1	 	For purposes of this Agreement, unless the context otherwise specifies, terms in this Agreement and
the exhibits hereto shall have the meanings set forth below:





	 	 	 
	“Agreement” or this “Agreement”

	 	refers to this Risk Operation
Service Business Assets Transfer
Agreement dated November 19, 2009
by and between the parties
hereto;
	 
	 	 
	“Party A”

	 	refers to [applicable CNPC
subordinate enterprise] and its
subsidiaries, branches and other
affiliated entities; unless
otherwise required by the
context, the term “Party A” shall
include all the assets and
business of Party A;
	 
	 	 
	“Party B”

	 	refers to [applicable PetroChina
branch] and its subsidiaries,
branches and other affiliated
entities; unless otherwise
required by the context, the term
“Party B” shall include all the
assets and business of Party B;
	 
	 	 
	“Risk Operation Service Business”

	 	refers to the full-range risk
operation services discussed
hereunder provided by Party A at
Party A’s own expense and risk,
to PetroChina’s development and
production operation in the
hard-to-exploit blocks as
designated by PetroChina;
	 
	 	 





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	“Risk Operation Service Business Assets”

	 	refers to the assets to be
transferred hereunder, which are
generated by Party A’s Risk
Operation Service Business, the
scope of which is as set forth in
detail in Exhibit 2 hereto;
	 
	 	 
	“Closing”

	 	has the meaning set forth in
Article 4 hereof;
	 
	 	 
	“Closing Date”

	 	the later of November 30, 2008 or
the date on which all the
conditions specified in Article 5
below have been satisfied;
	 
	 	 
	“Base Date”

	 	refers to August 31, 2008, the
date on which the assets
appraisal is conducted for the
purposes of the transfer
contemplated hereunder;
	 
	 	 
	“Audit Report”

	 	refers to the Audit Report (Tian
Yuan Quan Shen Zi [2008] No.
[______]) dated [______], 2008
prepared by Beijing Tianyuanquan
Certified Public Accountants Ltd.
for the purposes of the transfer
contemplated hereunder; and
	 
	 	 
	“Appraisal Report”

	 	refers to the Assets Appraisal
Report (Zhong Qi Hua Ping Bao
Zi(2008) No. 378-[______]) dated
October 24, 2008 issued by China
Enterprise Appraisal Co., Ltd.
	 
	 	 






	 	1.2	 	Unless otherwise specified herein, for the purposes of this Agreement,






	 	(a)	 	All references herein to a party shall include the successors thereof;
	 
	 	(b)	 	All references herein to Articles or Schedule shall refer to Articles or Schedules of this Agreement;
	 
	 	(c)	 	This Agreement shall be construed to refer to this Agreement as extended, amended, modified or supplemented from time to time;
	 
	 	(d)	 	Headings used herein are for convenience only, and shall not in any way affect the meaning or performance of this Agreement; and
	 
	 	(e)	 	Any subsidiary or affiliated entity of Party A shall not include Party B or any of its subsidiaries or affiliated entities.





Article 2          Delivery of Assets





	 	2.1	 	Subject to the terms and conditions of this Agreement, Party A shall deliver to Party B, and Party B
shall take delivery from Party A of, the Risk Operation Service Business Assets and any and all the
existing and future rights attached thereto, in reliance on Party A’s relevant representations,
warranties and covenants contained herein.






	 	2.2	 	The Risk Operation Service Business Assets are described in greater detail in Exhibit 2 hereto.




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Article 3          Transfer of Assets




     The parties hereto agree that the consideration for the Risk Operation Service Business Assets
shall be RMB [_________], as determined based on the Appraisal Report dated August 31, 2008-the Base
Date, prepared by China Enterprise Appraisal Co., Ltd., plus any change to the equity attributable
to the Risk Operation Service for the period from the Base Date to the Closing Date as reflected on
Party A’s financial statements, and shall be paid in cash to Party A.



Article 4          Closing





	 	4.1	 	Date of Closing






The closing of the assets transfer contemplated hereunder (the “Closing”) shall occur on the later
of November 30, 2008 or the date on which all the conditions set forth in Article 5 herein below
are satisfied (either the “Closing Date”).




	 	4.2	 	At the Closing, Party A shall:






	 	4.2.1	 	deliver to Party B:






	 	(i)	 	the Risk Operation Service Business Assets and any and all the certificates, deeds, operating licenses,
title documents and other instruments that evidence any and all the title and operating rights to
and in the Risk Operation Service Business Assets are vested with Party B, including but not limited to,
land use certificates, building title certificates, accounting books and records, property insurance
policies and receipts for insurance premium payment;
	 
	 	(ii)	 	any and all the third party consents necessary for Party A’s transfer to Party B of the Risk Operation
Service Business Assets, including but not limited to, consents from relevant creditors and consents
from relevant governmental authorities; and
	 
	 	(iii)	 	any and all the effective contracts, books, certificates, records and other instruments (including
financial records) possessed or controlled by Party A in connection with the Risk Operation Service Business Assets, and






	 	4.2.2	 	allow Party B to take possession of the Risk Operation Service Business Assets.




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	 	4.3	 	Party B shall obtain the Risk Operation Service Business Assets as from the Closing Date (inclusive).
As from the Closing Date, Party B shall become the sole owner of the Risk Operation Service Business
Assets and have all the operating rights in and to the Risk Operation Service Business Assets.
	 
	 	4.4	 	Unless otherwise specified herein, any and all the profits, interests, creditor’s rights, debts and
other rights and obligations generated by the Risk Operation Service Business Assets prior to the
Closing Date shall be exercised and performed by Party A.
	 
	 	4.5	 	In case Party A fails to fully comply with Section 4.2 above, Party B may elect to consummate the
Closing to the extent practicable without any prejudice to any other remedies and rights available to it under this Agreement.





Article 5          Closing Conditions





	 	5.1	 	The Closing shall be subject to the satisfaction of all the following preconditions:






	 	(a)	 	Party B has completed its due diligence with respect to the status of the Risk Operation Service Business Assets;
	 
	 	(b)	 	Party A has obtained from its creditors and any other relevant third parties any and all the necessary
consents for Party A’s transfer of the Risk Operation Service Business Assets to Party B;
	 
	 	(c)	 	there has been no material adverse change to the operation or technical performance of the Risk Operation Service Business; and
	 
	 	(d)	 	As at the Closing Date, Party A’s representations, warranties and covenants contained herein shall remain true, accurate, complete and effective.






	 	5.2	 	The parties hereto shall make all reasonable efforts to ensure that all the conditions set forth
in Section 5.1 above will have been satisfied by November 30, 2008. Where any condition set forth
in Section 5.1 fails to be satisfied by November 30, 2008 for any reason on the part of Party A, Party B shall have the right to terminate this Agreement at its discretion.
	 
	 	5.3	 	Each of the parties hereto agrees that where any regulatory authority in the jurisdiction in which
its shares are listed and relevant PRC governmental authorities intend to impose certain conditions
on the approval of the transfer of the Risk Operation Service Business Assets as contemplated hereunder,
the parties will negotiate corresponding and appropriate amendments to this Agreement and other relevant
Closing conditions. Where no agreement can be reached through such negotiations and the performance of this Agreement




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	 	 	 	will result in either Party A or Party B violating any PRC law and/or relevant listing rules, either
Party A or Party B, as the case may be, shall have the right to terminate this Agreement at its sole discretion.





Article 6          Post-execution Obligations of Party A





	 	6.1	 	Party A undertakes that it will use its best efforts to provide Party B with any and all materials
and assistance in connection with the operation and maintenance of any Risk Operation Service Business reasonably requested by Party B.
	 
	 	6.2	 	Without the consent of Party B, Party A may not make use of or disclose or divulge to any third party
any information relating to any Risk Operation Service Business Assets except where the information
is otherwise available in the public domain or where disclosure is required by the orders
of a court having competent jurisdiction or the relevant regulatory authorities.





Article 7          Representations, Warranties and Covenants of Party A





	 	7.1	 	Party A hereby makes the representations, warranties and covenants in accordance with the terms set
forth under Exhibit 1 (“Warranties”) to Party B, and acknowledges that the execution by Party B of
this Agreement is based on the reliance of Party B on such Warranties.
	 
	 	7.2	 	Each Warranty of Party A set forth in Exhibit 1 shall be severable and independent, and none of other
provisions in this Agreement or the exhibits hereto may limit such Warranties.
	 
	 	7.3	 	Party A hereby further undertakes to indemnify Party B in all for and against all losses or liabilities,
including but not limited to, the decrease of the value of any Risk Operation Service Business
Assets, arising from breaches of any Warranties by Party A. In the event of any breach by Party A of
Article 1 or 2 of Exhibit 1 hereto, Party B shall have the right to terminate this Agreement.
	 
	 	7.4	 	Both before and after the Closing, Party A shall promptly inform Party B in writing of any violations of
the Warranties or any matters not consistent with the Warranties it becomes aware of.





Article 8          Representations and Warranties of Party B




     Party B hereby represents and warrants to Party A that from the date of this Agreement to the
Closing Date (inclusive):




	 	8.1	 	Party B is a company duly organized and validly existing under the laws of the PRC and has statutory corporate rights.
	 
	 	8.2	 	Party B has all necessary authority to enter into and perform this Agreement.
	 
	 	8.3	 	The execution and performance of this Agreement by Party B does not violate any laws or regulations applicable to it.




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	 	8.4	 	This Agreement constitutes a valid and binding contract of Party B.





Article 9          Employees




     Party B may conduct its employment management in its own discretion for the purpose of continuous
operation of the Risk Operation Service Business Assets, including employing the former employees
employed by Party A for the Risk Operation Service Business.



Article 10          Access to Information




     From the date of this Agreement, Party A shall provide Party B and any persons authorized by Party
B with and shall cause such person to be provided with access to (including the right to make
copies of, where necessary) all materials regarding the Risk Operation Service Business Assets, and
all books, title instruments, contracts, records and any other documents regarding the Risk
Operation Service Business Assets, and the executive officers and employees of Party A shall
promptly furnish such materials and explanations with respect thereto to any such persons.



Article 11          Force Majeure




     If a party has been prevented from performing all or part of its obligations provided in this
Agreement because of an event of Force Majeure, including earthquake, typhoon, flood, fire, war and
any governmental interference, or change of circumstances, it shall immediately notify the other
Party in writing, and shall provide details of the event of Force Majeure or change of
circumstances, as well as valid evidence supporting its inability to perform all or part of its
obligations hereunder or the reasons for the delayed performance, within seven (7) days following
the occurrence of such an event. The parties shall negotiate to terminate this Agreement, partially
release or delay the performance of the affected obligations, according to the influence of such an
event on the performance of this Agreement.



Article 12          Communications




     Notices or other communications required to be given by either party hereto pursuant to this
Agreement shall be written in Chinese and sent by personal delivery or in registered mail or
facsimile to the address/fax number of the other party set forth below, and shall be deemed to have
been duly given (i) on the date of delivery if by personal delivery, (ii) seven days (excluding
public holidays) after being delivered to postal services (as indicated by the postmark) if by
registered mail, or (iii) upon the completion of transmission if by facsimile, provided however
that the sender shall provide the intended recipient with the electronic answerbacks printed out by
the sender’s facsimile machine indicating the complete transmission of the relevant notice or other
communication to the intended recipient.



     If to Party A:


[applicable CNPC subordinate enterprise]



Address: [______________]



Fax: [_______________]




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     If to Party B:


[applicable PetroChina branch]



Address: [_______________]



Fax: [______________]




Article 13          Governing Law and Dispute Resolution





	 	13.1	 	This Agreement shall be governed by and construed in accordance with the laws of the PRC.






	 	13.2	 	Any dispute arising from, out of or in connection with this Agreement shall be settled through friendly
consultations between Party A and Party B. If any dispute cannot be settled through consultations,
such dispute shall be submitted to the respective supervisory organ of each party for resolution
through further consultations. Where any dispute still fails to be resolved through such further
consultations, either Party A or Party B may refer such dispute to the Beijing Arbitration Commission.
Such dispute shall be finally settled by arbitration in accordance with the then effective rules
of arbitration of the Beijing Arbitration Commission. The arbitral award is final and binding upon both parties.





Article 14          Other Provisions





	 	14.1	 	The parties shall be solely responsible for their own costs and expenses arising from the transfer
of the Risk Operation Service Business Assets hereunder according to the applicable laws.
	 
	 	14.2	 	The invalidity, illegality or unenforceability of any term or other provision of this Agreement
in any aspect at any time may not affect or prejudice the legality, validity and enforceability
of any other terms and provisions of this Agreement.
	 
	 	14.3	 	This Agreement may not be assigned by either party hereto without consent from the other party hereto.
	 
	 	14.4	 	This Agreement together with any documents referred to herein shall constitute an entire agreement
between the parties hereto. The parties expressly represent that any amendment to this Agreement shall be invalid unless in writing.
	 
	 	14.5	 	This Agreement shall come into effect upon being executed and stamped by the representative of each party.




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Party A




[applicable CNPC subordinate enterprise] (company seal)




Authorized representative: /s/ [                  ]




Party B:




[applicable PetroChina branch] (company seal)




Authorized representative: /s/ [                  ]




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Exhibit 1 Further Representations, Warranties and Covenants of Party A




1. Corporate Matters





	1.1	 	Party A is a/an [enterprise type] duly organized and validly existing under the laws of the PRC and has full and legal rights to own its assets and operate its business.
	 
	1.2	 	The business license, articles of association and other documents of Party A provided to Party B
are accurate and complete, and for documents provided in photocopy, photocopies conform with the original.
	 
	1.3	 	Party A has all necessary power and authority to execute this Agreement and perform its obligations hereunder.
	 
	1.4	 	This Agreement and any other documents to be executed by Party A pursuant to this Agreement shall
constitute the valid and binding obligations of Party A, which are enforceable in accordance with the relevant terms.





2. Approvals





	2.1	 	The transfer of the Risk Operation Service Business Assets by Party A to Party B shall be conducted in accordance with the PRC law.
	 
	2.2	 	At the Closing Date, all governmental approvals required for the transfer of the Risk Operation Service
Business Assets, including but not limited to, the required approval for the change of land use rights
certificates and title certificates, shall have been obtained, and Party A does not receive any notice that such approvals have been cancelled.
	 
	2.3	 	Party A has been granted all necessary authorization for the execution and performance of this Agreement.
	 
	2.4	 	The execution and performance of this Agreement does not violate any applicable laws or regulations.





3. Ownership and Conditions of Assets





	3.1	 	Except as otherwise indicated, none of the Risk Operation Service Business Assets are subject to
any encumbrance of any form. In the event of any legal proceedings in respect of financial guarantees
or any other disputes arising prior to the Closing Date, such proceedings or disputes shall be assumed
by Party A. Details regarding the Risk Operation Service Business Assets set forth in Exhibit 2 are
true, complete and accurate in all aspects.
	 
	3.2	 	Party A shall have full ownership and/or use right to Risk Operation Service Business Assets, and
there does not exist any requirement requiring that all or any portion of the Risk Operation Service
Business Assets shall be transferred to any third party.
	 
	3.3	 	The construction and operation of the Risk Operation Service Business Assets have been approved by
the competent PRC authorities and do not violate any PRC law or regulation.




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	3.4	 	Party A has been operating the Risk Operation Service Business Assets in compliance with the applicable PRC laws and regulations.
	 
	3.5	 	The machines, equipment, buildings and other overground and underground structures forming a part of
the Risk Operation Service Business Assets are substantially in a sound status and fit for their intended purposes.
	 
	3.6	 	In terms of the demarcation lines or passages of any land, buildings and other structures forming a
part of the Risk Operation Service Business Assets, there are not any disputes with the adjacent property owners or the competent authorities of state-owned land resources.
	 
	3.7	 	There has never occurred any material interruption in the public utilities, such as the water supply,
drainage, electricity supply or gas supply, in the buildings or other overground and underground structures
forming a part of the Risk Operation Service Business Assets.
	 
	3.8	 	Party A holds good and transferable title and/or use right to the land, buildings and other structures
that form a part of the Risk Operation Service Business Assets and are owned by Party A or the Risk Operation
Service Business, and is the legal and de facto owner thereof under applicable laws and regulations.





4. Continuous Operations





To the knowledge of Party A, there was/is not any circumstance which may materially affect the
continuous operation of the Risk Operation Service Business Assets after Closing.



5. Confidential Information





Any activity conducted by Party A on the Risk Operation Service Business Assets does not infringe
on or abuse any know-how, customer or supplier list, trade secrets, proprietary technologies,
patents or other confidential information of any third parties.



6. Environmental Compliance





In the course of construction and operation of the Risk Operation Service Business, Party A has
always been in full compliance with any and all applicable laws and regulations regarding
environmental protection (“Environmental Laws and Regulations”), and has never been subject to any
governmental punishment due to the violation of any Environmental Laws and Regulations. Party A has
sufficient resources and facilities, and will, at Party B’s request, assist Party B after Closing
in complying with all Environmental Laws and Regulations which are currently in effect.



7. Accuracy of the Information Provided





	7.1	 	All the information contained in this Agreement (including without limitation, those covered in the preamble hereof) are true and accurate.
	 
	7.2	 	All the information provided by Party A prior to the execution of this Agreement to Party B and its
professional advisors, officers and other staff in connection with the Risk Operation Service Business
were/will be true and accurate at the time of provision




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	 	 	and during the period from the execution of this Agreement to the Closing Date. In addition, there does
not exist any fact or circumstance that may render any of the above information untrue, inaccurate
or misleading and has not been disclosed to Party B or its professional advisors in writing.





8. Indemnification





	8.1	 	Party A undertake to keep Party B indemnified for any claims arising from Party A’s violation of
any provision hereunder, including without limitation, Article 7 herein and “Further Representations, Warranties and Covenants of Party A” as set forth in Exhibit 1.




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Exhibit 2 Scope of the Risk Operation Service Business Assets



The Risk Operation Service Business Assets shall consist of [_________], including but not
limited to, assets relating to the Risk Operation Service Business and the assets, liabilities and
interests associated therewith, which in particular, include the following assets:





	1.	 	such assets as the buildings and other structures, cash, bank deposits and accounts, inventories,
receivables, machinery and equipment and ancillary devices and facilities owned by Party A or
any entity forming a part of the Risk Operation Service Business;
	 
	2.	 	the rights and obligations under the contracts and agreements (including any amendments and supplements
thereto) executed by Party A in respect of the Risk Operation Service Business Assets, including
title to buildings and guarantees with respect to such contracts and agreements;
	 
	3.	 	if transferrable in accordance with applicable laws, all the rights under any and all the permits,
licenses, approval certificates, certificates, power of attorney, and any other similar documents
possessed or owned by Party A or any entity forming a part of the Risk Operation Service Business;
	 
	4.	 	claims, set-off rights or any other similar rights of Party A or any entity forming a part of the
Risk Operation Service Business Assets, in each case, relating to or arising from the Risk Operation Service Business Assets; and
	 
	5.	 	business records, accounting records, operating records, operating data, operating statistical data,
manuals, maintenance handbooks, training handbooks and relevant technical records, technical documentation,
technical data, technical drawings, technical handbooks, technical books, project research and development
records and any other know-how, whether saved in written, electronic or any other media.




Any other assets set forth in the Appraisal Report. The parties hereto agree that where they have
any disagreement on the understanding of the Risk Operation Service Business Assets set forth in
this Schedule, the contents of the Appraisal Report shall prevail.




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Exhibit 2 to Risk Operation Service Business Assets Transfer Agreement with Jilin

Petroleum Group Company Limited




Scope of the Risk Operation Service Business Assets



The Risk Operation Service Business Assets shall consist of such subsidiary entities of Party A as
Xinmu Oil and Gas Extraction Plant, Qian-an Oil and Gas Extraction Plant, and Xinli Oil and Gas
Extraction Plant, including but not limited to, assets relating to the Risk Operation Service
Business and the assets, liabilities and interests associated therewith, which in particular,
include the following assets:





	1.	 	such assets as the buildings and other structures, cash, bank deposits and accounts, inventories,
receivables, machinery and equipment and ancillary devices and facilities owned by Party A or
any entity forming a part of the Risk Operation Service Business;
	 
	2.	 	the rights and obligations under the contracts and agreements (including any amendments and supplements
thereto) executed by Party A in respect of the Risk Operation Service Business Assets, including title to buildings and guarantees with respect to such contracts and agreements;
	 
	3.	 	if transferrable in accordance with applicable laws, all the rights under any and all the permits,
licenses, approval certificates, certificates, power of attorney, and any other similar documents
possessed or owned by Party A or any entity forming a part of the Risk Operation Service Business;
	 
	4.	 	claims, set-off rights or any other similar rights of Party A or any entity forming a part of the Risk
Operation Service Business Assets, in each case, relating to or arising from the Risk Operation Service Business Assets; and
	 
	5.	 	business records, accounting records, operating records, operating data, operating statistical data,
manuals, maintenance handbooks, training handbooks and relevant technical records, technical documentation,
technical data, technical drawings, technical handbooks, technical books, project research and development
records and any other know-how, whether saved in written, electronic or any other media.




Any other assets set forth in the Appraisal Report. The parties hereto agree that where they have
any disagreement on the understanding of the Risk Operation Service Business Assets set forth in
this Schedule, the contents of the Appraisal Report shall prevail.




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Exhibit 2 to Risk Operation Service Business Assets Transfer Agreement with Sichuan

Petroleum Board




Scope of the Risk Operation Service Business Assets



The Risk Operation Service Business Assets shall consist of such subsidiary entities of Party A as
East Sichuan Development Company and Energy Exploration Development Company, including but not
limited to, assets relating to the Risk Operation Service Business and the assets, liabilities and
interests associated therewith, which in particular, include the following assets:





	1.	 	such assets as the buildings and other structures, cash, bank deposits and accounts, inventories,
receivables, machinery and equipment and ancillary devices and facilities owned by Party A
or any entity forming a part of the Risk Operation Service Business;
	 
	2.	 	the rights and obligations under the contracts and agreements (including any amendments and supplements
thereto) executed by Party A in respect of the Risk Operation Service Business Assets, including
title to buildings and guarantees with respect to such contracts and agreements;
	 
	3.	 	if transferrable in accordance with applicable laws, all the rights under any and all the permits,
licenses, approval certificates, certificates, power of attorney, and any other similar documents
possessed or owned by Party A or any entity forming a part of the Risk Operation Service Business;
	 
	4.	 	claims, set-off rights or any other similar rights of Party A or any entity forming a part of the
Risk Operation Service Business Assets, in each case, relating to or arising from the Risk Operation Service Business Assets; and
	 
	5.	 	business records, accounting records, operating records, operating data, operating statistical data,
manuals, maintenance handbooks, training handbooks and relevant technical records, technical documentation,
technical data, technical drawings, technical handbooks, technical books, project research and
development records and any other know-how, whether saved in written, electronic or any other media.




Any other assets set forth in the Appraisal Report. The parties hereto agree that where they have
any disagreement on the understanding of the Risk Operation Service Business Assets set forth in
this Schedule, the contents of the Appraisal Report shall prevail.




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Exhibit 2 to Risk Operation Service Business Assets Transfer Agreement with Northern

China Petroleum Board




Scope of the Risk Operation Service Business Assets



The Risk Operation Service Business Assets shall consist of such subsidiary entities of Party A as
Risk Operation Project Department and Well Operation Company, including but not limited to, assets
relating to the Risk Operation Service Business and the assets, liabilities and interests
associated therewith, which in particular, include the following assets:





	1.	 	such assets as the buildings and other structures, cash, bank deposits and accounts, inventories,
receivables, machinery and equipment and ancillary devices and facilities owned by Party A or any entity forming a part of the Risk Operation Service Business;
	 
	2.	 	the rights and obligations under the contracts and agreements (including any amendments and supplements
thereto) executed by Party A in respect of the Risk Operation Service Business Assets, including title to buildings and guarantees with respect to such contracts and agreements;
	 
	3.	 	if transferrable in accordance with applicable laws, all the rights under any and all the permits,
licenses, approval certificates, certificates, power of attorney, and any other similar documents
possessed or owned by Party A or any entity forming a part of the Risk Operation Service Business;
	 
	4.	 	claims, set-off rights or any other similar rights of Party A or any entity forming a part of the
Risk Operation Service Business Assets, in each case, relating to or arising from the Risk Operation Service Business Assets; and
	 
	5.	 	business records, accounting records, operating records, operating data, operating statistical data,
manuals, maintenance handbooks, training handbooks and relevant technical records, technical documentation,
technical data, technical drawings, technical handbooks, technical books, project research and development
records and any other know-how, whether saved in written, electronic or any other media.




Any other assets set forth in the Appraisal Report. The parties hereto agree that where they have
any disagreement on the understanding of the Risk Operation Service Business Assets set forth in
this Schedule, the contents of the Appraisal Report shall prevail.




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Exhibit 2 to Risk Operation Service Business Assets Transfer Agreement with Dagang

Oilfields Group Company Limited




Scope of the Risk Operation Service Business Assets



The Risk
Operation Service Business Assets shall consist of Party A’s Oil and Gas Co-development
Company (the portion not publicly listed), including but not limited to, assets relating to the
Risk Operation Service Business and the assets, liabilities and interests associated therewith,
which in particular, include the following assets:





	1.	 	such assets as the buildings and other structures, cash, bank deposits and accounts, inventories,
receivables, machinery and equipment and ancillary devices and facilities owned by Party A or
any entity forming a part of the Risk Operation Service Business;
	 
	2.	 	the rights and obligations under the contracts and agreements (including any amendments and supplements
thereto) executed by Party A in respect of the Risk Operation Service Business Assets, including title to buildings and guarantees with respect to such contracts and agreements;
	 
	3.	 	if transferrable in accordance with applicable laws, all the rights under any and all the permits,
licenses, approval certificates, certificates, power of attorney, and any other similar documents
possessed or owned by Party A or any entity forming a part of the Risk Operation Service Business;
	 
	4.	 	claims, set-off rights or any other similar rights of Party A or any entity forming a part of the Risk
Operation Service Business Assets, in each case, relating to or arising from the Risk Operation Service Business Assets; and
	 
	5.	 	business records, accounting records, operating records, operating data, operating statistical data,
manuals, maintenance handbooks, training handbooks and relevant technical records, technical documentation,
technical data, technical drawings, technical handbooks, technical books, project research and
development records and any other know-how, whether saved in written, electronic or any other media.




Any other assets set forth in the Appraisal Report. The parties hereto agree that where they have
any disagreement on the understanding of the Risk Operation Service Business Assets set forth in
this Schedule, the contents of the Appraisal Report shall prevail.




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Exhibit 2 to Risk Operation Service Business Assets Transfer Agreement with

Changqing Petroleum Exploration Board




Scope of the Risk Operation Service Business Assets



The Risk Operation Service Business Assets shall consist of Party A’s Low-efficiency Reserve
Co-development Project Group, including but not limited to, assets relating to the Risk Operation
Service Business and the assets, liabilities and interests associated therewith, which in
particular, include the following assets:





	1.	 	such assets as the buildings and other structures, cash, bank deposits and accounts, inventories,
receivables, machinery and equipment and ancillary devices and facilities owned by Party A or any entity forming a part of the Risk Operation Service Business;
	 
	2.	 	the rights and obligations under the contracts and agreements (including any amendments and supplements
thereto) executed by Party A in respect of the Risk Operation Service Business Assets, including title to buildings and guarantees with respect to such contracts and agreements;
	 
	3.	 	if transferrable in accordance with applicable laws, all the rights under any and all the permits,
licenses, approval certificates, certificates, power of attorney, and any other similar documents
possessed or owned by Party A or any entity forming a part of the Risk Operation Service Business;
	 
	4.	 	claims, set-off rights or any other similar rights of Party A or any entity forming a part of the
Risk Operation Service Business Assets, in each case, relating to or arising from the Risk Operation Service Business Assets; and
	 
	5.	 	business records, accounting records, operating records, operating data, operating statistical data,
manuals, maintenance handbooks, training handbooks and relevant technical records, technical documentation,
technical data, technical drawings, technical handbooks, technical books, project research and development
records and any other know-how, whether saved in written, electronic or any other media.




Any other assets set forth in the Appraisal Report. The parties hereto agree that where they have
any disagreement on the understanding of the Risk Operation Service Business Assets set forth in
this Schedule, the contents of the Appraisal Report shall prevail.




19









 








Exhibit 2 to Risk Operation Service Business Assets Transfer Agreement with Liaohe

Petroleum Exploration Board




Scope of the Risk Operation Service Business Assets



The Risk Operation Service Business Assets shall consist of such subsidiary entities of Party A as
Xinglongtai Engineering Technology Department, Shuguang Engineering Technology Department,
Huanxiling Engineering Technology Department, Ciyutuo Engineering Technology Department, Gaosheng
Engineering Technology Department, Shenyang Engineering Technology Department, Jinzhou Engineering
Technology Department, Oil and Gas Co-development Department, Surrounding Area Exploration Project
Unit, China Huayou Group Corporation, Fuel Gas Business Unit, Oil and Gas Engineering Technology
Department, and Import and Export Company, including but not limited to, assets relating to the
Risk Operation Service Business and the assets, liabilities and interests associated therewith,
which in particular, include the following assets:





	1.	 	such assets as the buildings and other structures, cash, bank deposits and accounts, inventories,
receivables, machinery and equipment and ancillary devices and facilities owned by Party A or
any entity forming a part of the Risk Operation Service Business;
	 
	2.	 	the rights and obligations under the contracts and agreements (including any amendments and supplements
thereto) executed by Party A in respect of the Risk Operation Service Business Assets, including title to buildings and guarantees with respect to such contracts and agreements;
	 
	3.	 	if transferrable in accordance with applicable laws, all the rights under any and all the permits,
licenses, approval certificates, certificates, power of attorney, and any other similar documents
possessed or owned by Party A or any entity forming a part of the Risk Operation Service Business;
	 
	4.	 	claims, set-off rights or any other similar rights of Party A or any entity forming a part of the Risk
Operation Service Business Assets, in each case, relating to or arising from the Risk Operation Service Business Assets; and
	 
	5.	 	business records, accounting records, operating records, operating data, operating statistical data,
manuals, maintenance handbooks, training handbooks and relevant technical records, technical documentation,
technical data, technical drawings, technical handbooks, technical books, project research and development
records and any other know-how, whether saved in written, electronic or any other media.




Any other assets set forth in the Appraisal Report. The parties hereto agree that where they have
any disagreement on the understanding of the Risk Operation Service Business Assets set forth in
this Schedule, the contents of the Appraisal Report shall prevail.





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