Exhibit 4.26
  Asset Transfer Agreement
  CNPC Liaoyang Petrochemical Fiber Company
  PetroChina Liaoyang Petrochemical Company




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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
    
    PARTY AS POST-EXECUTION OBLIGATIONS
    
    
    5ARTICLE 7
    
    REPRESENTATIONS, WARRANTIES AND COVENANTS OF PARTY A
    
    
    5ARTICLE 8
    
    REPRESENTATIONS AND WARRANTIES OF PARTY B
    
    
    6ARTICLE 9
    
    EMPLOYEES
    
    
    6ARTICLE 10
    
    ACCESS TO INFORMATION
    
    
    6ARTICLE 11
    
    FORCE MAJEURE
    
    
    6ARTICLE 12
    
    COMMUNICATIONS
    
    
    7ARTICLE 13
    
    GOVERNING LAW AND DISPUTE RESOLUTION
    
    
    7ARTICLE 14
    
    OTHER PROVISIONS
    
    
    8EXHIBIT 1 FURTHER REPRESENTATIONS, WARRANTIES AND COVENANTS OF PARTY A
    
    
    9EXHIBIT 2 SCOPE OF THE TARGET ASSETS
    
    
    12
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Party A: CNPC Liaoyang Petrochemical Fiber Company
   Party B: PetroChina Liaoyang Petrochemical 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 August 28, 2009;Party A
    
    
    shall mean CNPC Liaoyang Petrochemical Fiber Company
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 Liaoyang Petrochemical Company;
and unless otherwise specified in the context, the term
Party B shall include the assets and business of
Party B;Target Assets
    
    
    shall mean the refinery equipment and related assets to
be transferred hereunder, the scope of which is as
further set forth in Exhibit 2 hereto;Closing
    
    
    shall have the meaning set forth in Article 4 hereof;
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Closing Date
    
    
    shall mean the later of August 31, 2009 or the date on
which all the conditions set forth in Article 5 have
been satisfied;Reference Date
    
    
    shall mean February 28, 2009, the reference date for
the asset appraisal conducted for the purpose of the
transfer contemplated hereunder; andAppraisal Report
    
    
    shall mean the asset appraisal report issued by China
Enterprise Appraisal Co., Ltd. on May 31, 2009.
 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 Schedules 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 interpretation or performance of this Agreement; and
 (e)
    
    Any subsidiary or branch of Party A shall not include Party B
or any of its subsidiaries or branches.
 Article 2 Delivery of Assets
 2.1
    
    Subject to the terms and conditions of this Agreement, Party A shall deliver to
Party B, and Party B shall, in reliance on the applicable representations, warranties and
covenants of Party A set forth herein, accept from Party A, the Target Assets, together
all the rights associated therewith at present and in the future.2.2
    
    The Target Assets shall be as set forth in Exhibit 2 hereto.
 Article 3 Transfer of Assets
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Article 4 Closing
 4.1
    
    Date of ClosingThe closing of the assets transfer contemplated hereunder (the Closing)
shall occur on the later of August 31, 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 Target 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 benefits to the
ownership and operating rights of the Target Assets are obtained by
Party B;(ii)
    
    any and all the required third party consents
necessary for the transfer of the Target 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 Target Assets.
 4.2.2
    
    permit Party B to take possession of the Target Assets.
 4.3
    
    As from the Closing Date, Party B shall obtain the Target Assets and all the
interest accrued thereon. Party B shall become the exclusive owner of the Target Assets
and have all the right to operate the Target 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 Target 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 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 Target 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 Target Assets, and proactively
assist Party B to carry out the registration of the relevant title changes.
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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
Target Assets;(b)
    
    Party A has obtained all the required consents to the transfer
of the Target 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 Target 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 August 31, 2009. In case any condition set
forth in Section 5.1 fails to be fulfilled by August 31, 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 Target 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 Party As Post-execution Obligations
 6.1
    
    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 Target Assets reasonably requested
by Party B.
 6.2
    
    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 Target
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.
 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,
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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
Target 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 does not violate any
laws or regulations applicable to it.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
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Article 12          Communications
   CNPC Liaoyang Petrochemical Fiber Company
 
   PetroChina Liaoyang Petrochemical 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
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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 Target 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.
  CNPC Liaoyang Petrochemical Fiber Company
 /s/ GENG Chenghui
  PetroChina Liaoyang Petrochemical Company
 /s/ PAN Daqiang
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Exhibit 1 Further Representations, Warranties and Covenants of Party A
  1. Corporate Matters
 1.1
    
    Party A is a wholly state-owned enterprise 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 Target 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 Target
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 Target 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 Target 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 Target Assets, and there does not exist
any requirement requiring that all or any portion of the Target Assets shall be transferred to
any third party.
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3.3
    
    The construction and operation of the Target 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 Target Assets in compliance with the applicable PRC laws and
regulations.3.5
    
    The machines, equipment, buildings and other overground and underground structures forming a
part of the Target 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 Target 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 Target 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 Target 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 Target Assets after Closing.5.
    
    Confidential InformationAny activity conducted by Party A on the Target 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 Target 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 Target 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 addition, there
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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.
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Exhibit 2 Scope of the Target Assets
  1.
    
    such assets as machinery and equipment and ancillary devices, facilities and the buildings
and other structures owned by any relevant entity of Party A;2.
    
    the rights and obligations under the contracts and agreements (including any amendments and
supplements thereto) executed by Party A in respect of the Target 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 in connection with the
operation of the Target Assets;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 Target 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 the Target Assets, whether saved in written, electronic or any
other media.
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