EX-4.10





 Exhibit 4.10 

China Oil&Gas Pipeline Network Corporation 

and 
 PetroChina Company
Limited 
  
  

 
 EQUITY ACQUISITION AGREEMENT ON
PETROCHINA PIPELINE CO., LTD. 
  
  

 
 July 2020 

Beijing 












 Table of Contents 
  

							
	1.	  	TARGET EQUITY	  	 	4	 
			
	2.	  	TRANSACTION CONSIDERATION AND METHOD OF PAYMENT	  	 	4	 
			
	3.	  	PROFITS AND LOSSES DURING THE TRANSITIONAL PERIOD AND ADJUSTMENTS FOR
EVENTS AFTER BASE DATE	  	 	5	 
			
	4.	  	CONDITIONS PRECEDENT TO CLOSING	  	 	7	 
			
	5.	  	CLOSING	  	 	7	 
			
	6.	  	JOINT WORK GROUP	  	 	9	 
			
	7.	  	SHAREHOLDER’S RIGHTS OF PETROCHINA	  	 	10	 
			
	8.	  	REPRESENTATIONS AND WARRANTIES OF PETROCHINA	  	 	10	 
			
	9.	  	REPRESENTATIONS AND WARRANTIES OF PIPECHINA	  	 	11	 
			
	10.	  	LIABILITY FOR BREACH	  	 	12	 
			
	11.	  	ANNOUNCEMENTS OF TRANSACTION INFORMATION	  	 	13	 
			
	12.	  	CONFIDENTIALITY	  	 	14	 
			
	13.	  	NO ASSIGNMENT	  	 	15	 
			
	14.	  	FURTHER ASSURANCE	  	 	15	 
			
	15.	  	TAXES AND EXPENSES	  	 	16	 
			
	16.	  	NOTICE	  	 	16	 
			
	17.	  	CONFLICTS WITH OTHER AGREEMENTS	  	 	17	 
			
	18.	  	WAIVERS, RIGHTS AND REMEDIES	  	 	17	 
			
	19.	  	LANGUAGE AND COUNTERPARTS	  	 	17	 
			
	20.	  	EFFECTIVENESS AND AMENDMENTS	  	 	17	 
			
	21.	  	SEVERABILITY	  	 	18	 
			
	22.	  	GOVERNING LAW AND DISPUTE RESOLUTION	  	 	18	 
			
	23.	  	MISCELLANEOUS	  	 	18	 
		
	 APPENDIX 1: DEFINITIONS AND
INTERPRETATION
	  	 	21	 
		
	 APPENDIX 2: BANK ACCOUNT
AND CONTACT INFORMATION OF THE PARTIES
	  	 	23	 
		
	 APPENDIX 3: SCHEDULE OF
OUTSIDE ASSETS
	  	 	23	 













 This Equity Acquisition Agreement on PetroChina Pipeline Co., Ltd. (this “Agreement”) is entered
into by and between the following parties in Beijing, the People’s Republic of China (hereinafter referred to as “China” or the “PRC”) on July 23, 2020: 

China Oil&Gas Pipeline Network Corporation ( “PipeChina”) 

Legal Representative: Zhang Wei 

Registered Address: Rooms 08-10, Floor 6, Building A, 5 Dongtucheng Road, 

Chaoyang District, Beijing 

PetroChina Company Limited (“PetroChina”)  

Legal Representative: Dai Houliang 

Registered Address: 16 Ande Road, Dongcheng District, Beijing 

Certain terms used in this Agreement shall have the meanings as defined and interpreted in Appendix 1. 

Whereas: 
  

	(A)	 On the Signing Date of this Agreement, PipeChina has a registered capital of RMB20 billion, and mainly
engages in pipeline transmission, storage services, equipment importation, technology importation and exportation, science and technology research, informatization research and application, and technology consulting, services, transfer and
promotion. PipeChina proposes to undertake a restructuring so as to increase its registered capital to RMB500 billion. 


  

	(B)	 PetroChina is a joint stock company, with its unified social credit code being 91110000710925462X.



  

	(C)	 PipeChina and PetroChina entered into a Framework Agreement on Transaction of Oil and Gas Pipeline Related
Assets dated July 23, 2020 (the “Framework Agreement”). 


  

	(D)	 PetroChina Pipeline Co., Ltd. (the “Target Company”) was established on November 23, 2015 and
its unified social credit code is 91110114MA00219G96. The Target Company is mainly engaged in pipeline transportation; project investments; importation and exportation of goods, acting as importation and exportation agent and importation and
exportation of technology; technology promotion services; professional contracting and EPC contracting (The Target Company may autonomously choose lines of business and conduct business activities in accordance with law; may not commence any line of
business requiring regulatory approvals under law until after receipt of the required approvals from the competent governmental authorities and shall conduct such line of business in compliance with such approvals; and may not conduct any business
activities that fall into the “prohibited” or “restricted” category under the industrial policies of the State or its home municipality). The Target Company currently has a registered capital of RMB80,000 million. The
registered address of the Target Company is Room 2510, Building 3, No. 9 Chaoqian Road, Science Park, Changping District, Beijing. PetroChina holds 72.2616% of the equity interests in the Target Company (the “Target Equity”,
represented by RMB57,809,240,132 in the registered capital of the Target Company as of the date hereof). 



  
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	(E)	 On the terms and conditions set forth in this Agreement, PipeChina intends to purchase from PetroChina, and
PetroChina intends to sell to PipeChina, the Target Equity for a consideration consisting of (i) a certain portion of PipeChina’s restructured equity and (ii) a corresponding amount in cash. 



For purposes of this Agreement, each of PetroChina and PipeChina shall hereinafter be referred to individually as a “Party”, and
collectively as the “Parties”. 
 NOW, THEREFORE, for purposes of PipeChina’s acquisition of the Target Equity (this
“Acquisition”), after friendly negotiations and by adhering to the principle of equality and mutual benefit, the Parties enter into this Agreement as follows: 
  

	1.	 TARGET EQUITY 



 

	1.1	 The Parties agree that PipeChina shall purchase from PetroChina all of PetroChina’s 72.2616% equity
interests in the Target Company, and upon consummation of such purchase, PipeChina shall hold 72.2616% equity interests, and PetroChina shall cease to hold any equity interests in the Target Company. 



 

	1.2	 The specific scope of the Target Assets underlying the Target Equity is subject to the scope of the assets
appraised and recorded in the Asset Appraisal Report. 


  

	2.	 TRANSACTION CONSIDERATION AND METHOD
OF PAYMENT 


  

	2.1	 According to the Asset Appraisal Report, the appraised value of the Target Equity on the Base Date is equal to
RMB172,164,594,359.38 (in words: One Hundred and Seventy-Two Billion One Hundred and Sixty-Four Million Five Hundred and Ninety-Four Thousand Three Hundred and Fifty-Nine Point Three Eight Renminbi Yuan).



  

	2.2	 Both Parties agree that the transaction consideration for the Target Equity (the “Transaction
Consideration”) shall be determined on the basis of the appraised value of the Target Equity confirmed after the approval/record-keeping procedures are performed in accordance with applicable PRC laws and regulations, and subject to final
adjustments to be made for the Profits and Losses during the Transitional Period and for subsequent events after the Base Date under Article 3 of this Agreement. 



 

	2.3	 The Parties agree that PipeChina will pay the Transaction Consideration to PetroChina as follows:



  

	 	(1)	 For the consideration to be paid in the form of the equity interests in PipeChina (the “Equity
Consideration”) : Based on the appraised value of the Target Equity, PipeChina agrees to issue to PetroChina 28.3347% of PipeChina’s equity resulting from the Restructuring with a value equal to RMB141,673,500,000.00 (in words: One
Hundred and Forty-One Billion Six Hundred and Seventy-Three Million Five Hundred Thousand Renminbi Yuan only) (the “Equity Consideration”) in exchange for part of the Target Equity; and




  
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	 	(2)	 For the consideration to be paid in the form of cash (the “Cash Consideration”): PipeChina
will pay PetroChina in cash the difference between the Transaction Consideration finally confirmed in Section 2.2 and the Equity Consideration agreed in Section 2.3(1). 



 

	2.4	 Both Parties agree that, PipeChina shall pay PetroChina the Equity Consideration and the Cash Consideration as
agreed below: 


  

	 	(1)	 payment of the Equity Consideration: PipeChina shall complete its amended business registration with the
competent administration for market regulation in relation to the Restructuring no later than 15 Business Days after the Closing Date, including but not limited to completing the registered capital change registration, shareholder change
registration, and record-keeping filing of the amendments to the articles of association and replacement of directors, supervisors, and senior management members, and other relevant business particulars of PipeChina with the competent administration
for market regulation; 


  

	 	(2)	 first instalment of Cash Consideration: on October 15, 2020, PipeChina shall pay PetroChina 90% of
an amount equal to (i) the appraised value of the Target Equity as adjusted, minus (ii) the Equity Consideration, together with the interest accrued on the amount payable so calculated as above from October 1, 2020 to the date on
which such payment arrives at PetroChina’s designated bank account to be calculated at the RMB benchmark interest rate for demand deposits adopted by financial institutions during the same period. PipeChina shall procure that such payment will
arrive at PetroChina’s designated bank account on October 16, 2020; and 


  

	 	(3)	 second instalment of Cash Consideration: within 10 Business Days after completion of the Closing Audit
under Section 3.2, PipeChina shall pay an amount equal to (i) the Transaction Consideration finally determined under Section 2.2, minus (ii) the Equity Consideration, minus (iii) the first instalment of Cash Consideration
paid under Section 2.4(1) above, together with the interest accrued on the amount payable so calculated as above from October 1, 2020 to the date on which such payment arrives at PetroChina’s designated bank account to be calculated
at the RMB benchmark interest rate for demand deposits adopted by financial institutions during the same period. 


  

	2.5	 Unless otherwise notified in writing, PipeChina shall pay the Cash Consideration for this Acquisition to a bank
account designated by PetroChina, as set forth in detail in Appendix 2 hereto. 


  

	3.	 PROFITS AND LOSSES DURING THE
TRANSITIONAL PERIOD AND ADJUSTMENTS FOR EVENTS AFTER BASE DATE 



 

	3.1	 For purposes of this Agreement, the term “Transitional Period” shall refer to the period between the
Base Date (excluding the very date) and the Closing Date (including the very date). 



  
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	3.2	 Both Parties agree that, within 60 Days after the Closing Date of the Target Equity, PipeChina and PetroChina
shall cause an audit to be conducted on the Target Equity and have an audit report issued thereon (the “Closing Audit “) for the purpose of determining the profits and losses attributable to the Target Equity during the Transitional Period
and the adjustments for subsequent events after the Base Date. The Closing Audit shall be performed by an accounting firm qualified for securities and futures business practice jointly engaged by and acceptable to both Parties, and the audit fee
shall be equally shared between the Parties. 


  

	3.3	 Profits and losses during the Transitional Period. PipeChina agrees that, the profits and losses
generated by the Target Company in the Transitional Period shall belong to PetroChina. Any distributable profits of the Target Company that are declared for distribution during the Transitional Period shall be excluded from the Transaction
Consideration. To the extent that as determined in the Closing Audit any net profits are generated by the Target Company during the Transitional Period or the net asset value increases as a result of other profits and losses incurred during the
Transitional Period, PipeChina agrees that PetroChina is entitled to obtain such increased income through dividend distribution by the Target Company. Dividend resolutions of the Target Company shall be declared prior to the Closing Date (including
the very date), and the amount of dividends shall be determined on the basis of the amount of distributable profits attributable to the target equity generated during the Transitional Period as specified in the Closing Audit Report. The dividend
payment date shall be no later than 30 Days from the date of completion of the Closing Audit. Any amount of such increased income that cannot be obtained by PetroChina through dividend shall be included into the Cash Consideration, and shall be paid
no later than the payment of the second instalment of the Cash Consideration. In the event that the Target Company suffers a loss or the net asset value decreases as a result of other profits and losses arising during the Transitional Period,
PetroChina agrees that PipeChina shall have priority to deduct in proportion to the Target Equity the corresponding amount from the Cash Consideration not yet paid. To the extent that the unpaid Cash Consideration isn’t sufficient to cover such
loss or decrease, the shortfall shall be paid by PetroChina to PipeChina in cash no later than the payment of the second instalment Cash Consideration of this Acquisition. 



 

	3.4	 Adjustments for subsequent events after the Base Date. The amount of any distributable profits generated
by the Target Company before the Base Date that are declared for declaration during the Transitional Period shall be excluded from the Transaction Consideration. To the extent that as determined in the Closing Audit, there is a decrease in the net
asset value of the Target Company as a result of the adjustments for subsequent events after the Base Date, PetroChina agrees that PipeChina shall have priority to deduct in proportion of the Target Equity the corresponding amount from the Cash
Consideration not yet paid. To the extent that the unpaid Cash Consideration cannot cover the decrease, the shortfall shall be paid by PetroChina to PipeChina in cash no later than the payment of the second instalment Cash Consideration of this
Acquisition. On the contrary, in the event that there is an increase in the net asset value of the Target Company as a result of the adjustments for subsequent events after the Base Date, PipeChina agrees that PetroChina is entitled to obtain such
increased income through distribution of distributable profits attributable to the Target Equity. The dividend resolution of the Target Company shall be declared prior to the Closing Date (including the very date). The dividend payment date shall be
no later than 30 Days from the date of completion of the Closing Audit. The amount of dividends declared or distribution during the Transitional Period shall be excluded from the Transaction Consideration. Any amount of such increased income that
cannot be obtained by PetroChina through dividend shall be included into the Cash Consideration, and shall be paid no later than the payment of the second instalment of the Cash Consideration. 



  
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	4.	 CONDITIONS PRECEDENT TO CLOSING



  

	4.1	 The conditions precedent to the closing of this Acquisition shall be the same as the closing conditions set
forth in Section 4.1 of the Framework Agreement. 


  

	4.2	 Both Parties agree that all conditions precedent set forth in Section 4.1 of this Agreement shall be
satisfied as soon as practicable prior to the Closing Date. After the Signing Date, neither Party may engage in any act for the purpose of hindering or restricting the satisfaction of any condition precedent set forth in Section 4.1 of the
Framework Agreement. 


  

	4.3	 If for any reason not attributable to either Party, any condition precedent agreed in Section 4.1 of the
Framework Agreement fails to be satisfied or waived by September 30, 2021 (the “Long Stop Date”), each Party shall have the right to unilaterally terminate this Agreement in writing within 30 Days immediately following the Long Stop
Date without any liability. 


  

	5.	 CLOSING 



 

	5.1	 Closing date. Both Parties hereby acknowledge and agree that the ownership and risk of the Target Equity
will be transferred from PetroChina to PipeChina at 24:00pm on September 30, 2020 (the “Closing Date”). In the event that by September 30, 2020, not all the conditions precedent set forth in Section 4.1 of the Framework
Agreement have been satisfied or waived, the Parties shall further discuss and confirm another date for closing. 


  

	5.2	 Transfer of Target Equity and relevant obligations on the Closing Date. Starting from 24:00pm on the
Closing Date, the Target Equity will be deemed to have been transferred to PipeChina on an “as is basis”, and all the obligations, responsibilities and risks related to the Target Equity shall be assumed by PipeChina. Except for the
obligations to complete the Target Company’s amended business registration with the competent administration for market regulation as explicitly stipulated in this Agreement, after the Closing Date (excluding the very date), PetroChina will no
longer assume any obligation, responsibility or risk related to the Target Equity. 


 In the event that within three years
after the Closing Date there occurs any third party claim or administrative penalty which causes material losses to PipeChina as a result of any violation of any applicable rules or regulations committed by PetroChina in its operation and management
of the Target Company or as a result of any major defect existing in the Target Company in each case prior to the Closing Date, except as disclosed by PetroChina to PipeChina and reflected in the financial accounts, audit reports, or appraisal
reports of PetroChina and/or the Target Company, the Parties shall resolve the issue through amicable consultations. 

  
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	5.3	 Both Parties agree to cooperate with each other and assist each other in the preparation for the completion of
the amended business registration for the Target Company, and work with each other to complete the Target Company’s amended business registration with the competent administration for market regulation starting from 24:00pm on the Closing Date.



  

	5.4	 Both Parties agree that the Target Company’s amended business registration shall be completed within 60
Days after the Closing Date, and the specific Handover procedures shall be performed in the manners agreed by both Parties. If the Target Company’s amended business registration fails to be completed prior to the expiration of the
above-mentioned 60-Day period due to PetroChina’s fault, PetroChina shall bear the liability for breach in accordance with Section 10.2; and if the Target Company’s amended business registration
fails to be completed prior to the expiration of the above-mentioned 60-Day period for any reason not attributable to PetroChina, the Parties agree to cooperate with each other to complete the Target
Company’s amended business registration as soon as possible as otherwise agreed by and between them. On the contrary, if the Target Company’s amended business registration fails to be completed prior to the expiration of the
above-mentioned 60-Day period due to PipeChina’s fault, PipeChina shall bear the liability for breach in accordance with Section 10.3; and if the Target Company’s amended business registration
fails to be completed prior to the expiration of the above-mentioned 60-Day period for any reason not attributable to PipeChina, the Parties agree to cooperate with each other to complete the Target
Company’s amended business registration as soon as possible as otherwise agreed by and between them. 


  

	5.5	 Special Covenants 


  

	 	(1)	 Both Parties agree that PetroChina shall make its best efforts to obtain prior to the Closing Date the written
documents from all the other shareholders of the Target Company evidencing such other shareholders’ approval of and waiver of their right of first refusal with respect to the transfer of the Target Equity contemplated hereunder. The Parties
shall no later than 60 Days after the Closing Date, complete the procedures necessary for the amended business registration and effectuation of the change in ownership with respect to the Target Company, including but not limited to completing the
shareholder change registration and record-keeping filing of the amendments to the articles of association, and replacement of directors, supervisors, and senior management members and other relevant business particulars with the competent
administration for market regulation, and changing the name of the Target Company, such as removing such words as “PetroChina” or any variation thereof from the name of the Target Company, in connection with which, PetroChina shall render
assistance. 


  

	 	(2)	 Both Parties agree that PipeChina shall complete the amended business registration with the competent
administration for market regulation in relation to the Restructuring no later than 15 Business Days after the Closing Date, including but not limited to completing the registered capital change registration, shareholder change registration, and
record-keeping filing of the amendments to the articles of association and replacement of directors, supervisors, and senior management members, and other relevant business particulars with the competent administration for market regulation, in
connection with which, PetroChina shall render assistance. 



  
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	 	(3)	 Both Parties agree that the consummation of this Acquisition shall not change the independent legal person
status of the Target Company, and the creditor’s rights, debts, business, employment matters, and contracts of the Target Company shall continue to be enjoyed, borne and performed by the Target Company under PipeChina’s centralized
management. 


  

	 	(4)	 Should the Target Company or any of its assets bear the trademarks or logos of PetroChina, PipeChina shall
remove the relevant trademarks and logos within 6 months after the Closing Date as extended as otherwise agreed by PetroChina. For the avoidance of doubt, from and after 24:00pm on the Closing Date, any legal liability (including but not limited to
liability for tort) arising from the assets of the Target Company bearing PetroChina’s trademarks or logos shall be borne by PipeChina. 


  

	6.	 JOINT WORK GROUP 



 

	6.1	 Both Parties agree to cooperate with each other to procure that after execution of this Agreement they will
make their reasonable efforts to prepare, deliver and submit all necessary documents in a timely manner so as to complete all the necessary applications, notifications, requests, record-keeping filings and other submissions, and to obtain as soon as
practicable from all third parties and governmental authorities any and all the necessary or applicable licenses, consents, approvals and authorizations required for this Acquisition. 



 

	6.2	 In order to ensure the smooth closing of the Target Equity, the stable operation of the Target Company, and the
normal operation of the business that depends on the Target Company so as to maintain the service quality and avoid any Material Adverse Effect on the existing production and operation procedures of either Party, PetroChina agrees to operate the
Target Company in the ordinary course of business prior to the completion of the Target Company’s amended business registration with the competent administration for market regulation. For the avoidance of doubt, from and after 24:00pm on the
Closing Date, even if the Target Company’s amended business registration has not been completed by then, the operational risks and safe production responsibilities related to the Target Equity shall be actually borne by PipeChina. Both Parties
shall work with each other in a timely and proactive manner in the handling of the Target Company’s amended business registration to procure an earliest completion of the same in accordance with this Agreement, and shall not refuse or delay the
handling of the Target Company’s amended business registration. 


  

	6.3	 On the Signing Date, PetroChina is still in the process of undertaking a necessary internal restructuring of
certain assets, liabilities, personnel, etc., of the Target Company but not covered under the scope of asset appraisal (subject to the actual scope of asset appraisal), including but not limited to long-term equity investments and branch pipeline
related assets of the Target Company which are not included in the scope of asset appraisal (the “Outside Assets”). Both Parties agree and acknowledge that PetroChina shall make reasonable best efforts to complete such internal
restructuring prior to the Closing Date and work with PipeChina to handle the Target Company’s amended business registration in accordance with this Agreement. Any and all the taxes and expenses incurred by the Target Company in such internal
restructuring shall be recorded as profits and losses attributable to the Target Company during the Transitional Period. 



  
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 Both Parties acknowledge that, the fact as to whether the internal restructuring described
in this Section is completed or not shall not change in any way the scope of the appraised assets of the Target Company. In consideration of the Outside Assets, no later than the payment of the second instalment of the Cash Consideration, PipeChina
shall pay PetroChina an appropriate amount in cash based on the appraised value of the Outside Assets as adjusted by the profits and losses arising during the Transitional Period and in proportion to the Target Equity held by PetroChina. The
schedule of the Outside Assets of the Target Company is attached hereto as Appendix 3. 
  

	7.	 SHAREHOLDER’S RIGHTS OF
PETROCHINA 


  

	7.1	 From and after the consummation of this Acquisition, PetroChina shall become a shareholder of PipeChina, and
have the shareholder rights in and to PipeChina as set forth in Article 7 of the Framework Agreement. 


  

	8.	 REPRESENTATIONS AND WARRANTIES OF
PETROCHINA 


  

	8.1	 PetroChina represents and warrants that, as of the Signing Date and the Closing Date, and prior to the
completion of the Target Company’s amended business registration, subject to such exceptions as are disclosed in the Transaction Documents: 


  

	 	(1)	 PetroChina is a joint stock company with full capacity for civil conduct under the laws of the PRC, and has the
right, power and capacity to enter into and perform this Agreement and all obligations and responsibilities hereunder, and PetroChina’s execution and performance of this Agreement will not conflict with or result in a violation of:



  

	 	i.	 any applicable provisions in any of PetroChina’s constitutional documents or any other relevant documents
or in any law, regulation or rule applicable to PetroChina; 


  

	 	ii.	 any material contract, agreement or license to which PetroChina is a party, or any order, judgement or decree
binding upon PetroChina entered by any court, governmental authority or regulatory authority; or 


  

	 	iii.	 the completion by PetroChina prior to the Closing Date of any necessary procedures as required by any
applicable law or regulation and/or any agreement or document binding upon PetroChina, except to the extent that PetroChina’s failure to so complete any such procedures will not have a Material Adverse Effect on PipeChina’s operation of
the Target Company; 



  
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	 	(2)	 Except as otherwise specified in this Agreement, PetroChina has obtained, or if not yet obtained, will make
every possible endeavor to obtain, all the licenses, authorizations and approvals necessary for PetroChina’s execution and performance of this Agreement as required by applicable laws and regulations currently in effect. All such licenses,
authorizations and approvals so obtained by PetroChina in order to ensure the effectuation of this Agreement are legal and effective, and not subject to any situation that may render any of them to be revoked, suspended or terminated hereafter;



  

	 	(3)	 Any and all the materials related to the Target Equity provided by PetroChina to PipeChina or any of its
Representatives and consultants are true, accurate and complete in material aspects, and free from false statements, material omissions and misleading statements in material aspects; 



 

	 	(4)	 PetroChina has the legal ownership of and/or disposal rights to and in the Target Equity under this
Acquisition. Except as otherwise disclosed to PipeChina by PetroChina and reflected in the financial accounts, audit reports or asset appraisal reports of PetroChina and the Target Company, a) PetroChina has satisfied in accordance with applicable
laws its capital contribution obligations towards the Target Company, without any false capital contribution or surreptitious withdrawal of capital contribution, and the Target Equity is not subject to any undisclosed pledge, freeze, any other
encumbrance or security interest; b) PetroChina’s operation and management of the Non-equity Assets it intends to sell is consistent with the industrial practice; and 



 

	 	(5)	 PetroChina will complete the Closing and the Target Company’s amended business registration as soon as
possible in accordance with the terms and conditions set forth in this Agreement. 


  

	8.2	 If any unforeseeable situation occurs to PetroChina between the Signing Date and the Closing Date, which may
cause any representation, warranty or covenant made by PetroChina herein to be untrue, inaccurate or misleading in any material aspect, PetroChina will notify PipeChina in writing within 5 Days from the date of such occurrence.



  

	9.	 REPRESENTATIONS AND WARRANTIES OF
PIPECHINA 


  

	9.1	 PipeChina represents and warrants that, as of the Signing Date and the Closing Date, and prior to the
completion of the Target Company’s amended business registration, subject to such exceptions as are disclosed in the Transaction Documents: 


  

	 	(1)	 PipeChina is a limited liability company with full capacity for civil conduct under the laws of the PRC, and
has the right, power and capacity to enter into and perform this Agreement and all obligations and responsibilities hereunder, and PipeChina’s execution and performance of this Agreement will not conflict with or result in a violation of:



  

	 	i.	 any applicable provisions in any of PipeChina’s constitutional documents or any other relevant documents
or in any law, regulation or rule applicable to PipeChina; 



  
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	 	ii.	 any material contract, agreement or license to which PipeChina is a party, or any order, judgement or decree
binding upon PipeChina entered by any court, governmental authority or regulatory authority; or 


  

	 	iii.	 the completion by PipeChina prior to the Closing Date of any necessary procedures as required by any applicable
law or regulation and/or any agreement or document binding upon PipeChina, 


  

	 	(2)	 Except as otherwise specified in this Agreement, PipeChina has obtained, or if not yet obtained, will make
every possible endeavor to obtain, all the licenses, authorizations and approvals necessary for PipeChina’s execution and performance of this Agreement as required by applicable laws and regulations currently in effect. All such licenses,
authorizations and approvals so obtained by PipeChina in order to ensure the effectuation of this Agreement are legal and effective, and not subject to any situation that may render any of them to be revoked, suspended or terminated hereafter;



  

	 	(3)	 Any and all the materials related to PiepeChina provided by PipeChina to PetroChina or any of its
Representatives and consultants are true, accurate and complete in material aspects, and free from false statements, material omissions and misleading statements in material aspects; 



 

	 	(4)	 PipeChina will pay the Transaction Consideration in accordance with the terms and conditions set forth in this
Agreement so as to complete the Closing and the Target Company’s amended business registration as soon as possible; 


  

	 	(5)	 PipeChina warrants that after the completion of the Target Company’s amended business registration, the
business operation of the Target Company will remain normal and the quality of the services provided by the Target Company will not be lower than the current level. PipeChina undertakes that after the completion of the Target Company’s amended
business registration, it shall not take any material adverse action or allow any material adverse nonaction that may adversely affect PetroChina’s continuous normal use of the Target Company’s assets in its production or operation; and



  

	 	(6)	 PipeChina warrants that it will fully perform the Production and Operation Agreement and the supporting sub-agreements separately executed and effectuated by and between the Parties so as to support and secure the stable, continuous and safe production and operation of PetroChina. 



 

	9.2	 If any unforeseeable situation occurs to PipeChina between the Signing Date and the Closing Date, which may
cause any representation, warranty or covenant made by PipeChina herein to be untrue, inaccurate or misleading in any material aspect, PipeChina will notify PetroChina in writing within 5 Days from the date of such occurrence. 



 

	10.	 LIABILITY FOR BREACH 



 

	10.1	 In the event that any representation and/or warranty made by either Party in this Agreement is untrue,
inaccurate or incomplete in any material aspect or contains any misstatement, omission or misleading statement in any material aspect, or violates any undertaking made by such Party under this Agreement, or violates any provision of this Agreement,
it shall be deemed that such Party has breached this Agreement, in which case, the breaching Party shall indemnify the non-breaching Party against any loss arising therefrom. 



  
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	10.2	 If PetroChina refuses to handle any amended registration with the competent administration for market
regulation for the Target Company as scheduled herein and required hereby, for each Day on which any such registration remains overdue, PetroChina shall pay PipeChina liquidated damages equal to 0.05% of the consideration for the Target Equity,
other than any delay in the completion of the Target Company’s amended business registration not attributable to the fault of PetroChina, including any delay as a result of Force Majeure or any reason on the part of PipeChina or any Third
Party. 


  

	10.3	 If PipeChina refuses to handle any amended registration with the competent administrations for market
regulation for the Target Company as scheduled herein and required hereby, for each Day on which any such registration remains overdue, PipeChina shall pay PetroChina liquidated damages equal to 0.05% of the consideration for the Target Equity,
other than any delay in the completion of the Target Company’s amended business registration not attributable to the fault of PipeChina, including any delay as a result of Force Majeure or any reason on the part of PetroChina or any Third
Party. 


  

	10.4	 If PipeChina fails to pay the Transaction Consideration in accordance with this Agreement, PipeChina shall pay
PetroChina liquidated damages at the rate of 0.05% per Day of the overdue payment, other than any failure to pay attributable to PetroChina’s fault. 


  

	10.5	 Unless PetroChina breaches this Agreement first or an event of Force Majeure (a “Force Majeure
Event”) occurs, to the extent that PipeChina fails to satisfy any condition precedent set forth in 4.1 (5) in the Framework Agreement, or fails to complete any amended business registration with the competent administration for market
regulation in relation to the Restructuring as required by 2.4(1) hereinabove, PetroChina shall have the right to bring a claim against PipeChina for the actual losses suffered by it arising from such failure. 



 

	11.	 ANNOUNCEMENTS OF TRANSACTION INFORMATION



  

	11.1	 Either Party (including any of its Affiliates) shall not, without the other Party’s prior consent (which
may not be unreasonably withheld or delayed), publish in any form any information in relation to the existence or main contents of this Agreement or any other Transaction Agreement. 



 

	11.2	 The restrictions under Section 11.1 shall not apply in case either Party is required to publish a notice,
announcement or circular in relation to any restricted information specified in Section 11.1 by any law, or applicable listing rule, or any competent stock exchange or any other competent regulatory or supervisory authority or department
(whether or not such requirement has legal force), in case of which, the publishing Party shall, prior to such publication, provide the form, contents and timing of such notice, announcement or circular to the other Party, and the other Party shall
promptly communicate with the publishing Party and provide written feedback if it has any substantive comments thereon. 



  
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	12.	 CONFIDENTIALITY 



 

	12.1	 Any information possessed and provided by either Party (in this case, the “Disclosing Party”) to the
other Party (in this case, the “Receiving Party”) , including but not limited to, any data relating to the Target Equity, or any information relating to the terms of or negotiations on this Agreement or any other Transaction Document (the
“Confidential Information”) shall be used by the Receiving Party or its personnel for the purpose of this Agreement only. Unless otherwise specified herein, without prior written consent of the Disclosing Party, neither the Receiving Party
nor its personnel to whom any Confidential Information is made known may provide, disclose or transfer, or license to any Third Party, or advise any Third Party in reliance on, in any form, whether directly or indirectly, any Confidential
Information provided by the Disclosing Party. For purposes of this Article, the term “Third Party” means any natural person, legal person, or any other entity other than the Parties to this Agreement, but excluding any Affiliate of either
Party. 


  

	12.2	 Any Confidential Information furnished or disclosed by the Disclosing Party to the Receiving Party may not be
disclosed to any person other than to designated employees of the Receiving Party to the extent necessary for the performance of this Agreement; provided, that the Receiving Party may not disclose any Confidential Information to any of its employees
until after it has taken all reasonable protective measures, including without limitation, to inform such employees of the confidential nature of the information to be disclosed, and to cause such employees to make confidentiality undertakings no
less strict as the confidentiality obligations hereunder so as to prevent any such employee from using any Confidential Information for personal benefits or making any unauthorized disclosure to any Third Party. Any breach by any employee of the
Receiving Party shall be deemed a breach by the Receiving Party itself. 


  

	12.3	 The Receiving Party may provide the Confidential Information to its counsels, accountants, contractors and
consultants as and when such persons need to know the Confidential Information in order to provide professional assistance to the Receiving Party; provided, that the Receiving Party shall cause each such person to whom such disclosure is made to
sign a confidentiality agreement or perform confidentiality obligations in accordance with the applicable code of professional ethics. 


  

	12.4	 In the event that the Receiving Party is required to disclose any Confidential Information by any rule of the
stock exchange on which the Receiving Party is listed or by any competent governmental or regulatory department or authority, the Receiving Party may make the disclosure to the extent so required, without liability hereunder; provided, that the
Receiving Party shall, to the extent practicable, prior to such disclosure, promptly notify the Disclosing Party in writing of such required disclosure so as to enable the Disclosing Party to take necessary protective measures, and the Receiving
Party shall use commercially reasonable efforts to ensure that all the confidential information so disclosed will be accorded confidential treatment by the applicable governmental or regulatory authorities. 



  
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	12.5	 The obligation of confidentiality set forth in this Article shall be in force and effect in perpetuity.



  

	12.6	 The obligation of confidentiality set forth in this Article shall not apply to the following information:



  

	 	(1)	 any information that is already generally known to the public at the time of disclosure by the Disclosing
Party, or becomes generally known to the public after disclosure by the Disclosing Party not through any neglect of the Receiving Party or any of its employees, counsels, accountants, contractors, consultants or any other related persons;



  

	 	(2)	 any information that is possessed by the Receiving Party at the time of disclosure by the Disclosing Party and
not sourced directly or indirectly from the Disclosing Party, in each case, as demonstrated by written evidence; and 


  

	 	(3)	 any information that has already been disclosed to the Receiving Party by a Third Party who is not under
confidentiality obligation towards the Disclosing Party and has the right to make such disclosure, in each case, as demonstrated by written evidence. 


  

	12.7	 Upon rescission or termination of this Agreement, the Receiving Party shall immediately cease to use and not
permit any third party to use any Confidential Information of the Disclosing Party. In the meantime, the Receiving Party shall, at the written request of the Disclosing Party, return to the Disclosing Party, or delete or destroy the Confidential
Information provided by the Disclosing Party, without keeping any of the same in any form. 


  

	13.	 NO ASSIGNMENT 



 

	13.1	 Unless as otherwise provided in this Agreement or otherwise agreed between the Parties, neither Party may
transfer, assign or otherwise dispose of all or any part of its rights under this Agreement, nor may it grant, create or dispose of any right, interests or obligation thereon or therein. Any attempted transfer or assignment or disposal in violation
of this Article 13 shall be null and void. 


  

	14.	 FURTHER ASSURANCE 



 

	14.1	 Each Party shall sign (or cause the signing of) any other documents required by relevant laws and regulations,
or necessary for implementation of or giving effect to this Agreement. 


  

	14.2	 Each Party shall cause its Affiliates to comply with all the obligations expressly applicable to them.




  
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	15.	 TAXES AND EXPENSES 



 

	15.1	 Subject to Section 15.2 and unless otherwise provided in this Agreement (or any other Transaction
Document), each Party shall bear its own costs, fees and any other expenses incurred by it in connection with this Acquisition. 


  

	15.2	 Pursuant to applicable laws, regulations or orders or decisions of the PRC, each Party shall bear and pay all
taxes arising from and all fees charged by competent governmental or regulatory authorities and stock exchanges in connection with this Agreement or any other Transaction Document. 



 

	15.3	 For purposes of this Acquisition, unless otherwise provided in laws or regulations and/or otherwise agreed
between the Parties, all fees, costs and expenses incurred in connection with the handling of the Target Company’s amended business registration shall be reasonably apportioned by the Parties and settled through negotiation.



  

	15.4	 Both Parties agree that the tax costs attached to the Target Equity shall be transferred together with the
Target Equity. For the avoidance of doubt, from and after the Closing Date, in the event that the Target Company suffers a claim of tax deficiency brought by any competent tax authority and incurs any additional tax liability as a result, such
additional tax liability shall be borne by the Target Company. Where PetroChina or PipeChina is required to pay any additional tax or late payment penalty in connection therewith, such issue shall be resolved through amicable consultations between
the Parties. 


  

	15.5	 As long as this Acquisition is eligible for a special tax treatment, PipeChina shall guarantee that it will
adopt the principle of special tax treatment for this Acquisition in accordance with Notice of the Ministry of Finance and the State Administration of Taxation on Some Issues Concerning the Treatment of Corporate Income Tax in Enterprise
Restructuring (Finance & Tax [2009] No. 59), pursuant to which, within 12 months from the first Day after the Restructuring Date, PipeChina will not transfer any of its equity interests in the Target
Company in any manner, and PipeChina will procure to the extent of its rights as a shareholder, that the Target Company will not substantially change its original business activities. Accordingly, within 12 consecutive months from the first Day
after the date on which PetroChina is registered as a shareholder of PipeChina, PetroChina shall not transfer any of its equity interests in PipeChina. All the parties participating in the Restructuring, including PipeChina, the Target Company and
PetroChina, shall complete the tax declaration or filing in accordance with tax related requirements. In the event that either Party fails to comply with any of the foregoing undertakings or guarantees, the breaching Party shall be liable to the
other Party for the actual losses suffered by the other party arising from such failure. 


  

	16.	 NOTICE 



 

	16.1	 All notices related to this Agreement shall be written in Chinese, and shall be given by personal delivery,
fax, email or express mail service of couriers acceptable to both Parties, and shall be deemed to have been received (a) upon delivery to the recipient if by personal delivery, or three Days after being sent out if by express mail service; or
(b) upon successful transmission by the sender as indicated on the fax machine if by fax; or (c) upon arrival of the relevant email message at the recipient’s mailbox if by email. Notwithstanding the foregoing, in any event, a notice
not given during normal business hours at the destination of the recipient shall be deemed to have been received on the opening of business hours on the next Business Day. 



  
 16 














	16.2	 The Parties’ contact details to be used for the purpose of Section 16.1, such as addresses and fax
numbers shall be as set forth in Appendix 2 hereto. 


  

	17.	 CONFLICTS WITH OTHER AGREEMENTS



  

	17.1	 The Framework Agreement, this Agreement and all the appendices thereto and hereto shall constitute all the
legal documents for this Acquisition. 


  

	17.2	 This Agreement shall upon execution, constitute an appendix to the Framework Agreement. In case of any conflict
between this Agreement and the Framework Agreement in terms of any provision, the Framework Agreement shall prevail. 


  

	18.	 WAIVERS, RIGHTS AND REMEDIES



  

	18.1	 Unless otherwise specified in this Agreement, either Party’s failure to exercise or delay in the exercise
of any right, power or remedy under this Agreement or any other Transaction Document shall not constitute a waiver of such right, power or remedy, or preclude such Party’s subsequent exercise of such right, power or remedy. Any single or
partial exercise of any such right, power or remedy shall not preclude any further exercise of such right, power or remedy. 


  

	19.	 LANGUAGE AND COUNTERPARTS 



 

	19.1	 This Agreement is written in Chinese. This Agreement shall be executed in ten (10) counterparts with equal
legal force, five (5) for each party. 


  

	20.	 EFFECTIVENESS AND AMENDMENTS 



 

	20.1	 This Agreement shall be formed upon being signed by the authorized representatives and affixed with the company
seals of both Parties, and shall take effect on the date on which the Framework Agreement becomes effective. 


  

	20.2	 From the date of the formation of this Agreement, Article 11 (Announcements of Transaction Information),
Article 12 (Confidentiality), Article 13 (No Assignment), Article 15 (Taxes and Expenses), Article 16 (Notices), Article 17 (Conflicts with Other Agreements), Article 18 (Waivers, Rights and Remedies),
Article 20 (Effectiveness and Amendments), Article 21 (Severability), Article 22 (Governing Law and Dispute Resolution), and Appendix 1 (Definitions and Interpretation) shall be binding upon both Parties.



  

	20.3	 After this Agreement is executed, any modification of or amendment to this Agreement or any other Transaction
Document shall be in writing, and shall be signed by the Parties’ legal representative or his/her authorized representative and stamped by the Parties. 



  
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	21.	 SEVERABILITY 



 

	21.1	 Provisions in this Agreement and other Transaction Documents are severable. In the event that any provision in
this Agreement or any other Transaction Document is or becomes invalid or unenforceable in any aspect pursuant to laws or regulations, such provision shall not have force in such aspect, and the Parties shall make reasonable efforts to replace such
provision with a provision which is valid and enforceable and has effect and intended effect as close as possible to such provision in such aspect. 


  

	22.	 GOVERNING LAW AND DISPUTE
RESOLUTION 


  

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



  

	22.2	 In case of any dispute, controversy or claim (each a “Dispute”) arising from or in connection with
the interpretation or performance of this Agreement, the Parties shall endeavour to resolve such Dispute through amicable negotiations. The Parties may consult regulatory agencies in the course of such negotiation. In the event that the Parties fail
to agree on a solution to any Dispute within 60 Days after the Party claiming Dispute raises the Dispute to the other Party, each Party may refer such Dispute to arbitration. 



 

	22.3	 Disputes shall be submitted to China International Economic and Trade Arbitration Commission
(“CIETAC”) for resolution through arbitration in accordance with CIETAC’s arbitration rules then in effect. The arbitral tribunal shall be composed of three arbitrators. Each Party shall appoint one arbitrator and the third arbitrator
shall be jointly appointed by the first two arbitrators. Where the first two arbitrators fail to reach agreement on the appointment of the third arbitrator, the third arbitrator shall be appointed by CIETAC. 



 

	22.4	 The arbitral proceeding shall be administered by CIETAC as the hosting arbitration institution, and shall be
conducted in Chinese. The arbitration shall be seated in Beijing. 


  

	22.5	 The arbitral award rendered in accordance with the above arbitral proceeding shall be final and binding upon
both Parties, and enforceable in accordance with its terms. 


  

	22.6	 Costs of arbitration shall be borne by the losing Party. The Parties agree that in the event that it is
necessary for one Party to enforce the arbitral award through any legal proceeding, all reasonable fees, expenses and attorney’s fees in relation to the enforcement shall be borne by the Party against whom the arbitral award is enforced.



  

	22.7	 During the period when a Dispute is being resolved, the Parties shall in all other respects continue their
implementation of this Agreement, except for the matters in dispute. 


  

	23.	 MISCELLANEOUS 



 

	23.1	 Force Majeure 



  
 18 













 In the event that either Party is prevented from performing its obligations under this
Agreement in whole or in part due to the occurrence of a Force Majeure Event, such Party shall be fully or partially released from the liability for failure to perform to the extent of the effect of such Force Majeure Event on such Party. The
performance of the obligations of the Parties under this Agreement shall be suspended during the period when the performance of the obligations is rendered impossible by such Force Majeure Event, and shall be extended automatically for a period
equal to such period of suspension. The Party suffering a Force Majeure Event shall notify the other Party in writing as soon as possible, and within 30 Days as of the occurrence of such Force Majeure Event, provide valid documents to evidence the
occurrence and time of occurrence of such Force Majeure Event. The Party affected by such Force Majeure Event shall take all reasonable measures to mitigate the consequences of force majeure as soon as possible. Upon occurrence of a Force Majeure
Event, the Parties shall immediately enter into negotiations for a fair solution and use their best efforts to mitigate the consequences of Force Majeure. 

[End of text. Signature pages and appendices follow] 

  
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 In witness whereof, the Parties have signed the Equity Acquisition Agreement on PetroChina Pipeline Co.,
Ltd. on the date first written above. 
  

							
	China Oil&Gas Pipeline Network Corporation	 	PetroChina Company Limited
		 	(Company Seal)	 		 	(Company Seal)
				
	Signed by:	 	   
	 	Signed by:	 	   

		 	 Legal representative or his/her
 authorized
representative
	 		 	 Legal representative or his/her
 authorized
representative

				
		 	Dated and signed on July 23, 2020	 		 	Dated and signed on July 23, 2020


  
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 APPENDIX 1: DEFINITIONS AND INTERPRETATION 

 

	1.	 Definitions. Capitalized terms used in this Agreement if not otherwise defined herein shall have the
meanings ascribed thereto in Appendix 1 to the Framework Agreement. For purposes of this Agreement, the following terms shall have the meanings set forth below: 



 

					
	this “Agreement”	  	 means
	  	this Equity Acquisition Agreement on PetroChina Pipeline Co., Ltd.
			
	“Framework Agreement”	  	 means
	  	the Framework Agreement on Transaction of Oil and Gas Pipeline Related Assets entered into by and between PipeChina and PetroChina on July 23, 2020.
			
	“Target Company”	  	 means
	  	PetroChina Pipeline Co., Ltd., with its unified social credit code being 91110114MA00219G96.
			
	“Target Equity ”	  	 means
	  	72.2616% of the equity interests in the Target Company, represented by RMB 57,809.240132 million in the registered capital of the Target Company as of the date hereof.
			
	this “Acquisition”	  	 means
	  	the transaction contemplated by this Agreement through which PipeChina will purchase the Target Equity from PetroChina in accordance with this Agreement.
			
	“Asset Appraisal Report”	  	 means
	  	the Asset Appraisal Report (Reference No.: China United Assets Appraisal Group Limited Appraisal Report Zi [2020] No. 888) prepared in connection with the transaction through which
China Oil&Gas Pipeline Network Corporation intends to purchase certain oil and gas pipeline related assets from PetroChina Company Limited by issuing additional shares and paying cash to PetroChina Company Limited as the consideration.
			
	“Transaction Consideration”	  	 has
	  	the meaning set forth in Article 2.
			
	“Equity Consideration”	  	 has
	  	the meaning set forth in Article 2.
			
	“Cash Consideration”	  	 has
	  	the meaning set forth in Article 2.
			
	“Signing Date”	  	 means
	  	the date on which this Agreement is affixed with the signature of the legal representative or his/her authorised representative and the company seal of each of PipeChina and PetroChina.


  
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	“Restructuring Date”	  	means	  	the date on which this Agreement comes into force and each Target Company has completed the amended registration with the local administration for market regulation; provided however, that the date on which this Agreement comes into
force shall be deemed as the Restructuring Date where the Target Company’s amended business registration fails to be completed within 12 months after this Agreement comes into force.

  

	2.	 Interpretation. Interpretation of relevant terms used in this Agreement shall be consistent with the
Framework Agreement. 



  
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 APPENDIX 2: BANK ACCOUNT AND CONTACT INFORMATION OF THE PARTIES 

APPENDIX 3: SCHEDULE OF OUTSIDE ASSETS 
  

							
	 No.
	  	 Name
	  	 Category
	  	 Note

	1	  	Shanghai Shengda Base Real Estate Co., Ltd.	  	Long-Term Equity Investment	  	100% owned by the Target Company
				
	2	  	Dingyuan-Hefei Branch Line	  	Fixed Assets	  	
				
	3	  	Changcheng Aluminum Branch Line	  	Fixed Assets	  	
				
	4	  	Yangba Branch Line	  	Fixed Assets	  	
				
	5	  	Wangting Branch Line	  	Fixed Assets	  	
				
	6	  	Jinling Power Plant Branch	  	Fixed Assets	  	
				
	7	  	Luoyang Branch Line	  	Fixed Assets	  	
				
	8	  	Jiayuguan City Gas Supply Branch	  	Fixed Assets	  	
				
	9	  	Wuwei Sub-transmission Branch Line	  	Fixed Assets	  	
				
	10	  	Jiuquan Gas Supply Branch Line	  	Fixed Assets	  	
				
	11	  	Zhangye City Gas Supply Branch Line	  	Fixed Assets	  	
				
	12	  	Jinchang Sub-transmission Branch Line	  	Fixed Assets	  	


  
 23 














							
				
	13	  	Wuhan-Huangshi Branch Line	  	Fixed Assets	  	
				
	14	  	Jingtai Branch Line	  	Fixed Assets	  	
				
	15	  	Baiyin Branch Line	  	Fixed Assets	  	
				
	16	  	Cebei—Xi’ning-Lanzhou Pipe- Liuhua Branch Line	  	Fixed Assets	  	
				
	17	  	Lanzhou Aluminum Branch Line	  	Fixed Assets	  	
				
	18	  	Xi’ning Branch Line	  	Fixed Assets	  	
				
	19	  	Southwestern Gansu Branch Line	  	Fixed Assets	  	
				
	20	  	Northern Xinjiang Connection Line	  	Fixed Assets	  	
				
	21	  	Urumqi Petro Branch Line	  	Fixed Assets	  	
				
	22	  	Terminal Station of Urumqi Petrochemical	  	Fixed Assets	  	
				
	23	  	Wangjiagou Oil Depot (including 434,500m3 refined oil storage tanks, Wangjiazhou-Urumqi Petrochemical Crude Oil Pipeline, Urumqi-Wangjiagou Refined Oil Pipeline, Urumqi-Wangjiagou
Refined Oil Double Line and station valve chambers)	  	Fixed Assets	  	


  
 24 














							
				
	24	  	Korla Crude Oil Station 145,000m3 storage tanks, pig receiving systems, metering room and other related supporting facilities (within the scope of the terminal station of the
original Lunnan-Korla Line)	  	Fixed Assets	  	


  
 25