Exhibit 4.25
  Equity Transfer Agreement
   CNPC Exploration and Development Company Limited
  CNPC Central Asia Petroleum Company Limited
  PetroChina Company Limited




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TABLE OF CONTENTS
 ARTICLE 1
    
    DEFINITIONS
    
    
    4ARTICLE 2
    
    SUBJECT INTEREST
    
    
    5ARTICLE 3
    
    CONSIDERATION FOR TRANSFER OF SUBJECT INTEREST
    
    
    5ARTICLE 4
    
    CONDITIONS PRECEDENT TO CLOSING OF THE TRANSFER
    
    
    5ARTICLE 5
    
    DELIVERY OF THE SUBJECT INTEREST
    
    
    6ARTICLE 6
    
    GAIN/LOSS ARISING IN THE TRANSITION PERIOD
    
    
    7ARTICLE 7
    
    REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE TRANSFERORS
    
    
    7ARTICLE 8
    
    REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE TRANSFEREE
    
    
    8ARTICLE 9
    
    OBLIGATIONS OF THE TRANSFERORS
    
    
    8ARTICLE 10
    
    OBLIGATIONS OF THE TRANSFEREE
    
    
    9ARTICLE 11
    
    TAXES
    
    
    9ARTICLE 12
    
    DEFAULT LIABILITIES
    
    
    9ARTICLE 13
    
    CONFIDENTIALITY
    
    
    9ARTICLE 14
    
    EFFECTIVENESS, AMENDMENTS, RESCISSION, TERMINATION AND ASSIGNMENT
    
    
    9ARTICLE 15
    
    FORCE MAJEURE
    
    
    10ARTICLE 16
    
    NOTICES
    
    
    10ARTICLE 17
    
    GOVERNING LAW AND DISPUTE RESOLUTION
    
    
    11ARTICLE 18
    
    MISCELLANEOUS
    
    
    12
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Equity Transfer Agreement
 th
 Transferors:
 CNPC Exploration and Development Company Limited
 
 CNPC Central Asia Petroleum Company Limited
  Transferee:
 PetroChina Company Limited
  (i)
    
    CNPC E&D is a limited liability company duly established and validly existing under
the laws of the PRC and legally owns 95% equity interest in South Oil Exploration and
Development Co., Ltd. (South Oil);(ii)
    
    CNPC Central Asia is a limited liability company duly established and validly
existing under the laws of the PRC and legally owns 5% equity interest in South Oil; and(iii)
    
    Subject to the conditions and terms of this Agreement, the Transferors desire to
transfer to the Transferee, and the Transferee desires to purchase from the Transferors,
all the 100% equity interest in South Oil.
 the Company Law of the Peoples Republic of China, the
Contract Law of the Peoples Republic of China
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Article 1 Definitions
 CNPC Central Asia 
    
    shall mean CNPC Central Asia Petroleum Company Limited,
holding 5% equity interest in South Oil.CNPC E&D
    
    shall mean CNPC Exploration and Development Company
Limited, holding 95% equity interest in South Oil.South Oil  or
Target Company
    
    shall mean South Oil Exploration and Development Co., Ltd.Subject Interest
    
    shall mean the target of the Transfer as further set
forth in Article 2 hereof.Transfer
    
    shall mean the transfer of the Subject Interest from the
Transferors to the Transferee.Appraisal Report
    
    shall mean the Assets Appraisal Report(Zhong Zi Ping Bao
Zi(2009) No. 123) issued by China Enterprise Appraisal
Co., Ltd. with respect to the assets and liabilities of
the Subject Interest as of the Reference Date for the
purpose of the Transfer.Reference Date
    
    shall mean April 30, 2009.Transition Period
    
    shall mean the period from the Reference Date up to and
including the Closing Date.Supplemental Audit
    
    shall mean a special audit conducted by an auditor
engaged by the parties hereto on the changes in the value
of the Subject Interest from the Reference Date to the
reference date of the Supplemental Audit for the purpose
of determining any gain or loss occurred during the
Transition Period.Closing
    
    shall mean the delivery of the Subject Interest in
accordance with Article 5 hereof.Closing Date
    
    shall mean the date on which the Closing shall occur as
agreed by and among the parties hereto after the
satisfaction all the conditions precedent to the Closing
set forth in Article 4 hereof.SASAC
    
    shall mean the State-owned Asset Supervision and
Administration Commission of the State Council.PRC or China
    
    shall mean the Peoples Republic of China, but for
purposes of
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this Agreement, excluding Hong Kong Special
Administrative Region, Macau Special Administrative
Region and Taiwan.
 Article 2 Subject Interest
  Article 3 Consideration for Transfer of Subject Interest
  Article 4 Conditions Precedent to Closing of the Transfer
 4.1
    
    The Closing hereunder shall occur on the Closing Date agreed among the parties
hereto following the satisfaction of all the conditions precedent to the Closing:
 (1)
    
    This Agreement has been duly signed by the legal
representatives of the Transferors and the Transferee or their respective
authorized representative;(2)
    
    All necessary consents or approvals in connection with this
Agreement and the Subject Interest have been obtained, including without
limitation:
 (A)
    
    each of the Transferors has obtained approval
from its respective internal governing bodies in respect of the
Transfer;(B)
    
    the Transferee has obtained approval from its
respective internal authorities in respect of the Transfer;(C)
    
    the Transfer has been approved by the
shareholders of the Target Company;(D)
    
    creditors and any other relevant third parties
have given the Transferors all the necessary consents in respect of the
delivery of the Subject Interest;(E)
    
    the Appraisal Report, being the pricing basis
of the Transfer, has been confirmed by the Transferors and the
Transferee and
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filed with SASAC; and(F)
    
    the Transfer, to take place by way of transfer
by agreement, has been approved by SASAC.
 (3)
    
    all the representations, warranties and covenants made by the
parties hereto in this Agreement shall remain true and accurate as at the
Closing Date.
 4.2
    
    The parties hereto shall make efforts to cooperate with each other friendly to
ensure that all the conditions precedent set forth above will be satisfied as soon as
practicable and shall make all reasonable efforts to cause the Transfer to be completed
by June 30, 2010.
 Article 5 Delivery of the Subject Interest
 5.1
    
    The Transferors shall, within a reasonable period, actively procure the fulfillment
of all the Closing conditions set forth in Article 4 (other than 4.1 (2)(B) above), give
a notice to the Transferee in writing requesting Closing to be conducted and shall
furnish copies of the documents/proof evidencing fulfillment of the Closing conditions
and the proposed Closing Date.5.2
    
    If the Transferee determines that all the Closing conditions have been fulfilled,
it shall, within five (5) business days following receipt of the notice referred to in
Article 5.1, issue a letter to each of CNPC E&D and CNPC Central Asia in writing
indicating its agreement to the Closing as well as the Closing Date proposed by the
Transferors.5.3
    
    At the Closing Date, the Transferee shall pay the consideration to each of the
Transferors in full to the bank account designated by each of the Transferors in a lump
sum.5.4
    
    At the Closing Date, each of the Transferors shall deliver to the Transferee the
investment certificate issued by the Target Company or the amended shareholder register,
and shall cause and assist the Target Company to carry out the registration of changes to
the Subject Interest with the competent administration for industry and commerce.5.5
    
    At the Closing Date, the Transferors shall deliver to the Transferee or the Target
Company, all the materials relating to the Target Company in their possession, including
without limitation, asset lists, financial statements, and files relating to the Target
Company.5.6
    
    As from the Closing Date, the Transferee shall obtain the Subject Interest,
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together with all the interest accrued thereon in accordance with applicable PRC
laws, and enjoy and assume the corresponding rights and obligations under applicable
laws and regulations and articles of association of the Target Company.
 Article 6 Gain/Loss Arising in the Transition Period
  Article 7 Representations, Warranties and Covenants of the Transferors
 7.1
    
    Each of the Transferors is a limited liability company duly established and validly
existing under the laws of the PRC. Each of the Transferors legally owns the Subject
Interest and has the right to transfer the Subject Interest to the Transferee in
accordance with this Agreement.7.2
    
    Each of the Transferors warrants that it has not, whether directly or indirectly,
created any pledge, third party interest or any other restriction of right on the Subject
Interest.7.3
    
    The execution and performance of this Agreement by either Transferor do not violate
any contracts or agreements to which such Transferor is legally bound by.7.4
    
    The execution and performance of this Agreement by either Transferor do not violate
any applicable laws or regulations, or the articles of association or other
constitutional documents of such Transferor.7.5
    
    Each of the Transferors undertakes to make efforts to cooperate, and cause the
Target Company to cooperate with the Transferee in the completion of any and all legal or
administrative procedures in connection with the Transfer hereunder, including without
limitation, industrial and commercial registration of the relevant changes.7.6
    
    Each of the Transferors hereby makes the following representations, warranties and
covenants to the Transferee with respect to the Target Company:
 (1)
    
    The Target Company is duly established and validly existing as
an independent legal person under the laws of the PRC;(2)
    
    The Target Company is not in violation of any currently
effective PRC
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laws, regulations or rules, and has duly completed the procedures for the
registration, annual review or annual audit of all the relevant permits,
licenses and approvals as required by competent governmental authorities,
including without limitation, competent industrial and commercial
administrative authorities, tax authorities, and customs authorities, and
has obtained all the qualifications for the conduct of its business;(3)
    
    Except as disclosed to the Transferee, the Target Company has
the legal ownership and use right to its assets as evidenced by all the
necessary certificates and instruments without any flaw, free from any
security interest or any other encumbrance or third party interest;(4)
    
    The Target Company does not have any material litigations,
claims, arbitration, administrative proceedings or other legal proceedings,
whether pending or threatening, or any contingent liabilities in any other
form. The Target Company has paid in full all the taxes due and payable or
prior to the date hereof, and shall guarantee that it shall pay in full all the
taxes due and payable from the date hereof to the Closing Date;(5)
    
    From the date hereof to the Closing Date, the Target Company
shall not declare or pay in any form any dividends, bonuses or distributions to
any of its shareholders or any other person;(6)
    
    All the financial and operational information relating to the
Target Company furnished by the Transferors and the Target Company are true,
accurate and complete; and(7)
    
    Each of the Transferors has full paid up the capital
contribution to the Target Company subscribed for by it.
 Article 8 Representations, Warranties and Covenants of the Transferee
 8.1
    
    The Transferee is a company limited by shares duly established and validly
existing under the laws of the PRC.8.2
    
    The execution and performance of this Agreement by the Transferee do not violate
any contracts or agreements by which the Transferee is legally bound.8.3
    
    The execution and performance of this Agreement by the Transferee do not violate
any applicable laws or regulations, or the articles of association or other
constitutional documents of the Transferee.
 Article 9 Obligations of the Transferors
 9.1
    
    Each of the Transferors shall apply to SASAC for its approval to the Transfer of
the Subject Interest by way of transfer by agreement and arrange for the appraisal
results to be filed with SASAC.9.2
    
    Each of the Transferors shall cause South Oil to carry out the industrial and
commercial registration of the amendments to the shareholder register and
 
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articles of association of South Oil.
 Article 10 Obligations of the Transferee
 10.1
    
    The Transferee shall assist the Transferors to complete all the applications for,
filings of and industrial and commercial registration of changes in connection with the
Transfer.10.2
    
    The Transferee shall pay the consideration for the Transfer to the Transferors on a
timely basis in accordance with relevant provisions hereof.
 Article 11 Taxes
  Article 12 Default Liabilities
 12.1
    
    After this Agreement takes effect, if any party hereto fails to fulfill any of its
other obligations hereunder in accordance with the terms hereof, or any representations
or warranties contained herein made by such party hereto is false, such party shall be
deemed to be in default. The defaulting party shall indemnify the non-defaulting party
against any and all losses suffered by the non-defaulting party as a result of the above
default.12.2
    
    After this Agreement takes effect, if either Transferor fails to transfer any
Subject Interest in accordance with the terms hereof, the Transferee shall have the right
to terminate this Agreement. In addition, the Transferors shall be liable for
indemnifying the Transferee against any expenses and losses actually incurred by the
Transferee as a result of the above failure, including without limitation, any and all
related expenses incurred in connection with the Transferees purchase of the Subject
Interest.
 Article 13 Confidentiality
 Confidential
Information
  Article 14 Effectiveness, Amendments, Rescission, Termination and Assignment
 14.1
    
    EffectivenessThis Agreement has been executed by the authorized representatives of the
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parties hereto on the date first written above and shall officially come into effect
upon the satisfaction of all the following conditions:
 (1)
    
    this Agreement has been authorized/approved by the competent
internal governing bodies of the Transferors and the Transferee; and(2)
    
    the Transfer by way of transfer by agreement as contemplated
hereunder has been approved by SASAC.
 14.2
    
    Amendments and RescissionAfter execution, this Agreement may not be amended or rescinded by any party without
prior written consent from the other parties.14.3
    
    TerminationAt any time prior to the consummation of the Closing, this Agreement may be
terminated as follows:
 (a)
    
    by mutual agreement among the parties hereto; or(b)
    
    by the Transferee at its own discretion, without any liability,
in case the Transferee is aware of any event that may have an adverse effect on
the Subject Interest or the Transferee or any representation, warranty or
covenant made by either Transferor has any omission or is misleading,
incomplete or accurate.
 14.4
    
    No AssignmentWithout the written consent of the other parties, any party hereto may not transfer
any of its rights or obligations hereunder to any third party.
 Article 15 Force Majeure
  Article 16 Notices
 16.1
    
    Notices given hereunder shall be in writing and sent by facsimile, email, personal
delivery or mail. Any such notice shall be sent to the addressee at the following
address, and shall contain sufficient statements and/or details indicating that it
relates to the subject matters of this Agreement.
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The contact information of the parties hereto is as follows:The Transferors:CNPC E&DAddress:
    
    Tower D, International Investment Building, 6 NorthFuchengmen Street, Xicheng District, BeijingAttention:
    
    WANG ZheTel:
    
    010-58551776Fax:
    
    010-58551003CNPC Central AsiaAddress:
    
    1 South Street, Qingnianhu Lake, Dongcheng District, BeijingAttention:
    
    LI PanjunTel:
    
    010-62096059Fax:
    
    010-62096007Transferee:PetroChina Company LimitedAddress:
    
    9 Dongzhimen North Street, Dongcheng District, BeijingAttention:
    
    WANG ChunTel:
    
    010-59984573Fax:
    
    010-62094518
 16.2
    
    Each notice given by facsimile, email or personal delivery shall be deemed to have
been duly delivered on the date such notice is sent out, unless the addressee furnish
proof to the contrary evidencing that it has not received such notice as a matter of
fact.16.3
    
    Each notice given by mail shall be deemed to have been duly delivered three (3)
business days after such notice is delivered to postal services, unless the addressee
furnish the proof to the contrary evidencing that it has not received such notice as a
matter of fact.16.4
    
    In case any party hereto intends to change its contact person or any other contact
information, such party shall notify the other parties in writing seven (7) business days
prior to such change.
 Article 17 Governing Law and Dispute Resolution
 17.1
    
    The formation, validity, performance, interpretation and enforceability as well as
any and all issues in connection with this Agreement shall be governed by the laws of the
PRC.17.2
    
    Any dispute arising from, out of or in connection with this Agreement shall be
settled through friendly consultations among the parties.
 
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Article 18 Miscellaneous
 18.1
    
    Maintenance of Normal Operation and ManagementFrom the date hereof to the Closing Date, the parties hereto agree to maintain the
normal operation and management of the Target Company. Each of the Transferors
guarantees that the Target Company will not make any material change or conduct any
substantial disposal with respect to its human resources or assets, nor will it make
any change or conduct any disposal with respect to the Subject Interest or the human
resources relating thereto in a way contrary to the purpose of this Agreement. In the
event of any material changes to the Target Company other than in the ordinary course
of its business, each of the Transferors shall forthwith notify the Transferee in
writing of such changes.18.2
    
    Decision-making and Delivery of Operation and ManagementAs from the Closing Date, the Transferee shall have the right to nominate candidates
for members of the board of directors and the board of supervisors of the Target
Company, and to participate in the decision-making, operation and management of the
Target Company. Each of the Transferors shall do its best endeavors to provide any
and all assistance and deliver the relevant materials and documents in its possession
to the Transferee.18.3
    
    Disposal of Creditors Rights and DebtsFollowing the consummation of the Transfer, all the creditors rights, debts and other
contingent liabilities of the Target Company shall continue to be enjoyed and assumed
by the Target Company.
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The Transferors:CNPC Exploration and Development
Company Limited
    
    CNPC Central Asia Petroleum Company LimitedLegal Representatives or Authorized 
Representative: /s/Zhao Dong
    
    Legal Representatives or Authorized
Representative: /s/ XIE Shiyao
  PetroChina Company Limited
 /s/LI Hualin
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