Exhibit 4.24
  Asset Transfer Agreement
  PetroChina West Pipeline Company
 CNPC West Pipeline Company Limited




---



##### 



Table of Contents
 ARTICLE 1
    
    DEFINITIONS
    
    
    2ARTICLE 2
    
    DELIVERY OF ASSETS
    
    
    3ARTICLE 3
    
    TRANSFER OF ASSETS
    
    
    3ARTICLE 4
    
    CLOSING
    
    
    4ARTICLE 5
    
    CONDITIONS PRECEDENT TO CLOSING
    
    
    5ARTICLE 6
    
    POST-EXECUTION OBLIGATIONS OF BOTH PARTIES
    
    
    5ARTICLE 7
    
    REPRESENTATIONS, WARRANTIES AND COVENANTS OF PARTY A
    
    
    6ARTICLE 8
    
    REPRESENTATIONS AND WARRANTIES OF PARTY B
    
    
    6ARTICLE 9
    
    EMPLOYEES
    
    
    7ARTICLE 10
    
    ACCESS TO INFORMATION
    
    
    7ARTICLE 11
    
    FORCE MAJEURE
    
    
    7ARTICLE 12
    
    COMMUNICATIONS
    
    
    7ARTICLE 13
    
    GOVERNING LAW AND DISPUTE RESOLUTION
    
    
    8ARTICLE 14
    
    OTHER PROVISIONS
    
    
    8EXHIBIT 1 FURTHER REPRESENTATIONS, WARRANTIES AND COVENANTS OF PARTY A
    
    
    10EXHIBIT 2 SCOPE OF THE WESTERN PIPELINE ASSETS
    
    
    13
 1




---



##### 



Party A: CNPC West Pipeline Company Limited
   Party B: PetroChina West Pipeline Company
        Article 1 Definitions
 1.1
    
    For purposes of this Agreement, unless otherwise specified in the context, terms used in this
Agreement and the exhibits hereto shall have the meanings set forth below:
 Agreement
    
    
    shall mean this Asset Transfer Agreement entered
into by and between Party A and Party B on June 18,
2009;Party A
    
    
    shall mean CNPC West Pipeline Company Limited and
its branches; and unless otherwise specified in the
context, the term Party A shall include the assets
and business of Party A;Party B
    
    
    shall mean PetroChina West Pipeline Company; and
unless otherwise specified in the context, the term
Party B shall include the assets and business of
Party B;Western Pipeline Assets
    
    
    shall mean the assets of CNPC West Pipeline Company
Limited to be transferred hereunder, the scope of
which is as further set forth in Exhibit 2 hereto;
 2




---



##### 



Closing
    
    
    shall have the meaning set forth in Article 4 hereof;Closing Date
    
    
    shall mean the later of June 30, 2009 or the date on
which all the conditions set forth in Article 5 have
been satisfied;Reference Date
    
    
    shall mean March 31, 2009, the reference date for
the asset appraisal conducted for the purpose of the
transfer contemplated hereunder;Audit Report
    
    
    shall mean the Audit Report(Tian Yuan Quan Shen Zi
[2009] No. 336) dated June 2, 2009 prepared by
Beijing Tianyuanquan Certified Public Accountants
Ltd. for the purposes of the transfer contemplated
hereunder; andAppraisal Report
    
    
    shall mean the Assets Appraisal Report(Zhong Lian
Ping Bao Zi(2009) No. 134) dated June 10, 2009
issued by China United Assets 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 terms and conditions of this Agreement, Party A shall deliver to Party
B, and Party B shall, in reliance on the applicable representations, warranties and
covenants of Party A set forth herein, accept from Party A, the Western Pipeline Assets
and all the rights associated therewith at present and in the future.
 2.2
    
    The Western Pipeline Assets shall be as set forth in Exhibit 2 hereto.
 Article 3 Transfer of Assets
 The parties hereto agree that the price for the purchase of the Western Pipeline
Assets hereunder shall be RMB 9,708,150,000(the Purchase Price), as
 3




---



##### 



determined
based on the asset appraisal results set forth in the Appraisal Report adopting
March 31, 2009 as the Reference Date prepared by China
United Assets Appraisal Co. Ltd. The Purchase Price, after being adjusted by
reference to the changes in the interest during the period from the Reference Date
and the Closing Date as reflected on the financial statements, shall be paid to
Party A in cash.
 Article 4 Closing
 4.1
    
    Date of ClosingThe closing of the assets transfer contemplated hereunder (the Closing)
shall occur on the later of June 30, 2009 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 Western Pipeline Assets and any and all the
certificates, deeds, operating licenses, title documents and any other
instruments (including without limitation, land use right certificates,
certificate of title to buildings, account books, property insurance
policies and receipt of premiums) indicating that all the benefits to
the ownership and operating rights of the Western Pipeline Assets are
obtained by Party B;(ii)
    
    any and all the required third party consents
necessary for the transfer of the Western Pipeline Assets, including
without limitation, consent letters from relevant creditors and
approvals from relevant governmental authorities; and(iii)
    
    any and all the effective contracts, account
books, certificates, records and other documents, including financial
records, that are possessed or controlled by Party A in connection with
the Western Pipeline Assets.
 4.2.2
    
    permit Party B to take possession of the Western Pipeline Assets.
 4.3
    
    As from the Closing Date, Party B shall obtain the Western Pipeline Assets and all
the interest accrued thereon. Party B shall become the exclusive owner of the Western
Pipeline Assets and own all the right to operate the Western Pipeline Assets as from the
Closing Date.4.4
    
    Except as otherwise specified herein, any and all the profits, benefits, claims,
liabilities and any other rights and obligations generated by the Western Pipeline Assets
prior to the Closing Date shall be owned and assumed by Party A.4.5
    
    In case Party A fails to fully comply with Section 4.2, Party B may at its own
option, conduct the Closing as practicable, without any prejudice to any
 4




---



##### 



remedies
otherwise available to Party B or any of Party Bs rights hereunder.4.6
    
    The Parties agree that after the Closing Date they shall carry out the registration
of the changes relating to the Western Pipeline Assets. Party A shall be obligated to
cooperate with Party B to reapply for the certificates of operation qualifications and
any other relevant qualifications and certificates relating to the Western Pipeline
Assets, and proactively assist Party B to carry out the registration of the relevant
title changes.
 Article 5 Conditions Precedent to Closing
 5.1
    
    The Closing shall be subject to the satisfaction of all the following conditions:
 (a)
    
    Party B has completed the due diligence with respect to the
Western Pipeline Assets;(b)
    
    Party A has obtained all the required consents to the transfer
of the Western Pipeline Assets from the creditors and any other relevant third
parties;(c)
    
    there does not occur any material adverse change to the
operation or technical performance of the Western Pipeline Assets; or(d)
    
    as at the Closing Date, all the representations, warranties and
covenants made by Party A herein shall remain true, accurate, complete and
valid.
 5.2
    
    The parties hereto shall make all reasonable efforts to ensure that the conditions
set forth in Section 5.1 will be fulfilled by June 30, 2009. In case any condition set
forth in Section 5.1 fails to be fulfilled by June 30, 2009 for any reason attributable
to Party A, Party B shall have the right to terminate this Agreement.5.3
    
    The parties hereto agree that in case any regulatory authority of the jurisdiction
in which either party is listed or any PRC relevant governmental authority imposes any
condition for the approval to the transfer of the Western Pipeline Assets, the parties
hereto shall negotiate to make corresponding and appropriate amendments to this Agreement
and any other terms of the transaction based on such conditions. In case such
negotiations fail and the performance of this Agreement will render either Party A or
Party B to violate any PRC laws and/or any listing rules, such party shall have the right
to terminate this Agreement at its own discretion.
 Article 6 Post-execution Obligations of Both Parties
 6.1
    
    Obligations of Party A
 6.1.1
    
    Party A undertakes to Party B that following the Closing it
will continue to make its best efforts to provide Party B with any and all the
information and assistance in connection with the operation and maintenance of
any Western Pipeline Assets reasonably requested by Party B.
 5




---



##### 



6.1.2
    
    As from the execution of this Agreement, without consent from
Party
B, Party A may not use or disclose or divulge to any third party, any
information relating to any Western Pipeline 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 any
relevant regulatory authority.
 6.2
    
    Obligations of Party B
 6.2.1
    
    Upon the consumption of the Closing, Party B shall assume all
the liabilities and other obligations arising from the Western Pipeline Assets.6.2.2
    
    Party B shall be responsible for the implementation of and the
project completion budget for the finishing works of the Western Crude Oil and
Refined Oil Pipeline.
 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 Party B executes this Agreement in reliance on the 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 any
Warranties.7.3
    
    Party A hereby further undertakes to indemnify Party B in full against any and all
losses or liabilities, including but not limited to, any diminution of the value of any
Western Pipeline 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
  8.1
    
    Party B is a branch of PetroChina Company Limited validly existing under
applicable laws.
 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 do not violate any laws
or regulations applicable to it.
 6




---



##### 



8.4
    
    This Agreement constitutes a valid and binding contract of Party B.
 Article 9 Employees
  Article 10 Access to Information
  Article 11 Force Majeure
  Article 12 Communications
   CNPC West Pipeline Company Limited
 
 
 7




---



##### 



PetroChina West Pipeline Company
 
  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 Arbitration Commission at the place
which this Agreement is executed. Such dispute shall be finally settled by arbitration
in accordance with the then effective rules of arbitration of such Arbitration
Commission. An 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 Western Pipeline Assets hereunder according to the applicable
laws.14.2
    
    The invalidity, illegality or unenforceability of any term or 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.
 
 8




---



##### 



CNPC West Pipeline Company Limited
 /s/ [_____]
  PetroChina West Pipeline Company
 /s/ [_____]
 9




---



##### 



Exhibit 1 Further Representations, Warranties and Covenants of Party A
  1. Corporate Matters
 1.1
    
    Party A is a limited liability company 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 Western Pipeline Assets by Party A to Party B shall be conducted in
accordance with the PRC laws.2.2
    
    At the Closing Date, all governmental approvals required for the transfer of the Western
Pipeline 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 written or oral 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 do not violate any applicable laws or
regulations.
 3. Ownership and Conditions of Assets
 3.1
    
    Except as otherwise indicated, none of the Western Pipeline 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 Western Pipeline 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 Western Pipeline Assets, and there does
not exist any requirement requiring that all or any portion of the Western Pipeline Assets
shall be transferred to any third party.
 10




---



##### 



3.3
    
    The construction and operation of the Western Pipeline Assets have been approved by the
competent PRC authorities and do not violate any PRC law or regulation.3.4
    
    Party A has been operating the Western Pipeline Assets in compliance with the applicable PRC
laws and regulations.3.5
    
    The machines, equipments, buildings and other overground and underground structures forming a
part of the Western Pipeline Assets are substantially in a sound status and fit for their
intended purposes.3.6
    
    There is no dispute with the adjacent property owners or the competent authorities of
state-owned land resources in relation to the demarcation lines or passages of any land,
buildings and other structures forming a part of the Western Pipeline Assets.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 that form a part of the Western Pipeline 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 Western Pipeline Assets and are owned by Party A, and is
the legal and de facto owner thereof under applicable laws and regulations.
 4.
    
    Continuous OperationsTo the knowledge of Party A, there was/is not any circumstance which may materially affect the
continuous operation of the Western Pipeline Assets after Closing.5.
    
    Confidential InformationAny activity conducted by Party A on the Western Pipeline 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 ComplianceIn the course of construction and operation of the Western Pipeline Assets, 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 Provided7.1
    
    All the information contained in this Agreement (including without limitation, those covered
in the preamble hereof) is 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 Western
Pipeline Assets was/will be true and accurate at the time of provision and during the period
from the execution of this Agreement to the Closing Date. In
 11




---



##### 



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.
    
    Indemnification8.1
    
    Party A undertakes to indemnify Party B 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.
 12




---



##### 



Exhibit 2 Scope of the Western Pipeline 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 any relevant entity of Party A, but excluding any parcels of land that have been obtained
by such entity through administrative allocation;2.
    
    the rights and obligations under the contracts and agreements (including any amendments and
supplements thereto) executed by Party A in respect of the Western Pipeline Assets, including
title to buildings and guarantees with respect to such contracts and agreements;3.
    
    if transferrable in accordance with applicable laws, the entire interests under any and all
the permits, licenses, approval certificates, certificates, power of attorney, and any other
similar documents possessed or owned by any relevant entity of Party A;4.
    
    rights to claim, set-off rights or any other similar rights of any relevant entity of Party A
against any third party, in each case, relating to or arising from the Western Pipeline
Assets; and5.
    
    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 possessed by
Party A in connection with Western Pipeline Assets, whether saved in written, electronic or
any other media.
  13