Inspection and Maintenance Business Equity and Assets
Transfer Agreement
  China National Petroleum Corporation
  PetroChina Company Limited
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TABLE OF CONTENTS
 ARTICLE 1
    
    DEFINITIONS
    
    
    3ARTICLE 2
    
    DELIVERY OF EQUITY AND ASSETS
    
    
    5ARTICLE 3
    
    CONSIDERATION FOR TRANSFER OF EQUITY AND ASSETS
    
    
    5ARTICLE 4
    
    CLOSING
    
    
    5ARTICLE 5
    
    CLOSING CONDITIONS
    
    
    7ARTICLE 6
    
    POST-EXECUTION OBLIGATIONS OF PARTY A
    
    
    8ARTICLE 7
    
    REPRESENTATIONS, WARRANTIES AND COVENANTS OF PARTY A
    
    
    8ARTICLE 8
    
    REPRESENTATIONS AND WARRANTIES OF PARTY B
    
    
    9ARTICLE 9
    
    EMPLOYEES
    
    
    9ARTICLE 10
    
    ACCESS TO INFORMATION
    
    
    9ARTICLE 11
    
    EVENT OF DEFAULT
    
    
    9ARTICLE 12
    
    FORCE MAJEURE
    
    
    10ARTICLE 13
    
    COMMUNICATIONS
    
    
    10ARTICLE 14
    
    GOVERNING LAW AND DISPUTE RESOLUTION
    
    
    11ARTICLE 15
    
    ADDITIONAL PROVISIONS
    
    
    11EXHIBIT 1
    
    FURTHER REPRESENTATIONS, WARRANTIES AND COVENANTS OF PARTY A
    
    
    13EXHIBIT 2
    
    SCOPE OF THE INSPECTION AND MAINTENANCE BUSINESS
    
    
    16EQUITY
AND ASSETS TO BE TRANSFERRED
    
    
    16
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Inspection and Maintenance Business Equity and Assets Transfer Agreement
 Agreement th China National Petroleum Corporation Party A PetroChina Company Limited Party B
  (i)
    
    Party B is a joint stock company incorporated on November 5, 1999 under the laws of
the Peoples Republic of China (the P.R.C.) , and its H shares and ADSs are
currently listed and traded on the Stock Exchange of Hong Kong Limited and on the New
York Stock Exchange, Inc. respectively. Party A is the controlling shareholder of Party
B; and(ii)
    
    PetroChina Northeast China Oil-refinery Engineering Co., Ltd. (the Northeast
China Refinery Engineering Company) is a subsidiary wholly owned by Party B, which
specializes in oil-refinery inspection and maintenance business;(iii)
    
    Party A agrees to transfer to Northeast China Refinery Engineering Company, and
Party B agrees the purchase by Northeast China Refinery Engineering Company from Party A,
100% equity interest in Jinzhou Petrochemical Limited Design House, PetroChina Jinxi
Petrochemical Design House, Jihua Group Mechanics Limited, Jilin Engineering Supervision
Limited, CNPC Fushun Engineering Supervision Limited and the assets (including
liabilities) of Northeast China Branch Company, CNPC Engineering Design Limited (the
Six Enterprises), subject to the terms and conditions of this Agreement.
  Article 1
    
    Definitions
 1.1
    
    For the purposes of this Agreement, unless the context otherwise specifies, terms
in this Agreement and the exhibits hereto shall have the meanings set forth below:
 Agreement or this
Agreement
    
    refers to this Inspection and Maintenance
Business Equity and Assets Transfer Agreement
dated April 28, 2008 by and between the parties
hereto;Party A
    
    refers to China National Petroleum Corporation
and its subsidiaries, branches and other
affiliated entities; unless otherwise required by
the context, the term Party A shall include all
the assets and business of Party A;
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Party B
    
    refers to PetroChina Company Limited and its
subsidiaries, branches and other affiliated
entities; unless otherwise required by the
context, the term Party B shall include all the
assets and business of Party B;Inspection and
Maintenance Business
    
    refers to 100% equity interest in Jinzhou
Petrochemical Limited Design House, PetroChina
Jinxi Petrochemical Design House, Jihua Group
Mechanics Limited, Jilin Engineering Supervision
Limited, CNPC Fushun Engineering Supervision
Limited as well as the inspection and maintenance
business and other comprehensive service business
operated by the Northeast China Branch Company,
CNPC Engineering Design Limited, which are
contemplated to be transferred by Party A
hereunder;Equity
    
    refers to the 100% interest and/or equity
interest owned by Jinzhou Petrochemical Limited
Design House, PetroChina Jinxi Petrochemical
Design House, Jihua Group Mechanics Limited,
Jilin Engineering Supervision Limited, CNPC
Fushun Engineering Supervision Limited, which are
set forth in Exhibit 2 hereto;Assets
    
    refers to the assets (including liabilities) of
the Northeast China Branch Company, CNPC
Engineering Design Limited to be transferred by
Party A hereunder, which are described in further
detail in Exhibit 2 hereto;Closing
    
    has the meaning set forth in Article 4 hereof;Closing Date
    
    the later of April 30, 2008, or the date on which
all the conditions specified in Article 5 below
have been satisfied;Base Date
    
    refers to September 30, 2007, the date on which
the assets appraisal is conducted for the
purposes of the transfer contemplated hereunder;Audit Reports
    
    refers to the audit reports in connection with
the Six Enterprises (namely Tian Yuan Quan Shen
Zi [2007] No. 233, Tian Yuan Quan Shen Zi [2007]
No. 230, Tian Yuan Quan Shen Zi [2007] No. 234,
Tian Yuan Quan Shen Zi [2007] No. 231, Tian Yuan
Quan Shen Zi [2007] No. 232 and Tian Yuan Quan
Shen Zi [2007] No. 242) and in each case, dated
October 18, 2007 and issued by Beijing
Tianyuanquan Certified Public Accountants Co.,
Ltd. for the purpose of the transfer contemplated
hereunder; andAppraisal Reports
    
    refers to the appraisal reports in connection
with the Six Enterprises (namely Zhong Lian Ping
Bao Zi [2007] No. 699, Zhong Lian Ping Bao Zi
[2007] No. 702, Zhong Lian Ping Bao Zi [2007] No.
703, Zhong Lian Ping Bao Zi [2007] No. 701, Zhong
Lian Ping Bao Zi [2007] No. 700 and Zhong Lian
Ping Bao Zi [2008] No. 3) and in each case, dated
November 8, 2007 and issued by China United
Assets Appraisal Co., Ltd., Beijing for the
purpose of the transfer contemplated hereunder.
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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 Equity and Assets
 2.1
    
    Subject to the terms and conditions of this Agreement, Party A shall deliver to
Party B, and Party B shall take delivery from Party A of, the Equity and Assets in
connection with the Inspection and Maintenance Business and any and all existing and
future rights attached thereto, in reliance on Party As relevant representations,
warranties and covenants contained herein.2.2
    
    The Equity and Assets in connection with the Inspection and Maintenance Business
are described in further detail in Exhibit 2 hereto.
 Article 3
    
    Consideration for Transfer of Equity and Assets
  Article 4
    
    Closing
 4.1
    
    Date of ClosingThe closing of the Equity and Assets transfer contemplated hereunder (the
Closing) shall occur on the later of April 30, 2008 or the date on which
all the conditions set forth in Article 5 herein below are satisfied (either the
Closing Date).
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4.2
    
    At the Closing, Party A shall:
 4.2.1
    
    deliver to Party B:
 (i)
    
    the Inspection and Maintenance Business Assets
and any and all the certificates, deeds, operating licenses, title
documents and other instruments evidencing any and all the title and
operating rights to and in the Inspection and Maintenance Business
Assets are vested with Party B, including but not limited to, land use
certificates, building title certificates, accounting books and
records, property insurance policies and receipts for insurance premium
payment;(ii)
    
    any and all the third party consents necessary
for Party As transfer of the Equity and Assets in connection with the
Inspection and Maintenance Business, including but not limited to,
letters of consent from relevant creditors and approval of the
competent governmental authorities; and(iii)
    
    any and all the effective contracts, books,
certificates, records and other instruments (including financial
records) possessed or controlled by Party A in connection with the
Equity and Assets in connection with the Inspection and Maintenance
Business; and
 4.2.2
    
    allow Party B to exercise the rights in connection with the
Inspection and Maintenance Business Equity and effectively take possession of
the Inspection and Maintenance Business Assets.
 4.3
    
    Party B shall obtain the Equity and Assets in connection with the Inspection and
Maintenance Business as from the Closing Date (inclusive). As from the Closing Date,
Party B shall become the sole owner of the Equity and Assets in connection with the
Inspection and Maintenance Business and have all the operating rights in and to the
Inspection and Maintenance Business Assets.4.4
    
    Unless otherwise specified herein, any and all the profits, interests, creditors
rights, debts and other rights and obligations generated by the Inspection and
Maintenance Business prior to the Closing Date shall be exercised, assumed and performed
by Party A.4.5
    
    In case that Party A fails to fully comply with Section 4.2 above, Party B may
elect to consummate the Closing to the extent practicable without prejudice to any other
remedies and rights available to it under this Agreement and otherwise.
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Article 5
    
    Closing Conditions
 5.1
    
    The Closing of the Inspection and Maintenance Business Equity shall be subject to
the satisfaction of all the following preconditions:
 (a)
    
    Party A has obtained approval from its internal competent
authorities or any and all necessary consents from any other third parties for
its transfer of the Equity to Party B;(b)
    
    Party B has obtained approval from its internal competent
authorities for its taking delivery of the Equity from Party A;(c)
    
    Approval has been obtained from the State-owned Assets
Supervision and Administration Commission (SASAC) for the transfer of
the Equity by way of agreement as contemplated hereunder;(d)
    
    The Appraisal Reports on which the consideration for the
transfer of the Equity by way of agreement is based have been confirmed by the
parties hereto, and have been duly approved by SASAC or filed with the
competent authorities; and(d)
    
    Party As representations, warranties and covenants contained
herein shall remain true, accurate, complete and effective.
 5.2
    
    The Closing of the Inspection and Maintenance Business Assets shall be subject to
the satisfaction of all the following preconditions:
 (a)
    
    Party B has completed its due diligence with respect to the
status of the Inspection and Maintenance Business Assets;(b)
    
    Party A has obtained from its creditors and any other relevant
third parties any and all the necessary consents for Party As transfer of the
Inspection and Maintenance Business Assets to Party B;(c)
    
    there has been no material adverse change to the operation or
technical performance of the Inspection and Maintenance Business; and(d)
    
    As at the Closing Date, Party As representations, warranties
and covenants contained herein shall remain true, accurate, complete and
effective.
 5.3
    
    The parties hereto shall make all reasonable efforts to ensure that all the
conditions set forth in Section 5.1 and 5.2 above will have been satisfied by April 30,
2008. Where any condition set forth in Section 5.1 or 5.2 fails to be
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satisfied by April 30, 2008 for any reason on the part of Party A, Party B shall
have the right to terminate this Agreement at its discretion.
 5.4
    
    Each of the parties hereto agrees that where any regulatory authority in the
jurisdiction in which its shares are listed and relevant P.R.C. governmental authorities
raise certain conditions in order to approve the transfer of the Equity and Assets in
connection with the Inspection and Maintenance Business as contemplated hereunder, the
parties will negotiate corresponding and appropriate amendments to this Agreement and
other relevant Closing conditions. Where no agreement fails to be reached through such
negotiations and the performance of this Agreement will result in either Party A or Party
B violating any P.R.C. law and/or relevant listing rules, either Party A or Party B, as
the case may be, shall have the right to terminate this Agreement at its discretion.
 Article 6
    
    Post-execution Obligations of Party A
 6.1
    
    Party A shall actively assist Party B with the alteration of the industrial and
commercial registration records and any other relevant procedures as necessary for the
transfer of Equity and Assets in connection with the Inspection and Maintenance Business.6.2
    
    Party A undertakes that it will use its best efforts to provide Party B with any
and all materials and assistance in connection with the operation and maintenance of any
Inspection and Maintenance Business reasonably requested by Party B.6.2
    
    Without the consent of Party B, after the execution of the Agreement, Party A may
not make use of or disclose or release to any third party any information relating to any
Inspection and Maintenance Business except where the information is otherwise available
in the public domain or where disclosure is required by the orders of a court having
competent jurisdiction or the relevant regulatory authorities.
 Article 7
    
    Representations, Warranties and Covenants of Party A
 7.1
    
    Party A hereby makes the representations, warranties and covenants in accordance
with the terms set forth under Exhibit 1 (Warranties) to Party B, and
acknowledges that the execution by Party B of this Agreement is based on the reliance of
Party B on such Warranties.7.2
    
    Each Warranty of Party A set forth in Exhibit 1 shall be severable and independent,
and none of other provisions in this Agreement or the exhibits hereto may limit such
Warranties.
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7.3
    
    Party A hereby further undertakes to indemnify Party B in all for and against all
losses or liabilities, including but not limited to, the decrease of the value of any
Inspection and Maintenance Business Assets, arising from breaches of any Warranties by
Party A. In the event of any breach by Party A of Article 1 or 2 of Exhibit 1 hereto,
Party B shall have the right to terminate this Agreement at its discretion.7.4
    
    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 before
or after the Closing.
 Article 8
    
    Representations and Warranties of Party B
  8.1
    
    Party B is a company limited by shares duly organized, validly existing and in
good standing under the laws of the P.R.C. and has statutory corporate rights.8.2
    
    Party B has all necessary power and authority to enter into and perform this
Agreement.8.3
    
    The execution and performance of this Agreement by Party B does not violate its
articles of association or any applicable laws or regulations.8.4
    
    This Agreement constitutes a valid and binding obligation of Party B.
 Article 9
    
    Employees
  Article 10
    
    Access to Information
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Article 11
    
    Event of Default
  Article 12
    
    Force Majeure
  Article 13
    
    Communications
  (i)
    
    Notices given by personal delivery shall be deemed effectively given on the date of
personal delivery;(ii)
    
    Notices given in a registered mail shall be deemed effectively given on the seventh
day after the date on which they were mailed (as indicated by the postmark), excluding
public holidays;(iii)
    
    Notices given by facsimile shall be deemed effectively given upon the completion
of transmission. The party sending notices shall provide the electronic answerbacks
produced by the facsimile machine it has received for the notices it sends to the other
party in order to prove the complete transmission of such notices to the other party.
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Article 14
    
    Governing Law and Dispute Resolution
 14.1
    
    This Agreement shall be governed by and construed in accordance with the laws of
the P.R.C..14.2
    
    Any dispute arising from, out of or in connection with this Agreement shall be
settled through friendly consultations between the parties. If the dispute cannot be
settled through consultations, either party may refer such dispute to the Beijing
Arbitration Commission. Such dispute shall be finally settled by arbitration in
accordance with the then effective rules of arbitration of the Beijing Arbitration
Commission. The arbitral award is final and binding upon both parties.
 Article 15
    
    Additional Provisions
 15.1
    
    The parties shall be solely responsible for their own costs and expenses arising
from the transfer of the Equity and Assets in connection with the Inspection and
Maintenance Business hereunder according to the applicable laws.15.2
    
    Upon the Closing of the transfer of the Equity and Assets in connection with the
Inspection and Maintenance Business, except with respect to the surviving company, Party
A shall finish all required change or cancellation formalities with the competent
administration of industry and commerce and tax authorities.15.3
    
    The invalidity, illegality or unenforceability in any respect of any term or other
provision of this Agreement may not affect or prejudice the legality, validity and
enforceability of all other terms and provisions of this Agreement.15.4
    
    This Agreement together with any documents referred to herein shall constitute an
entire agreement between the parties hereto. The parties clearly represent that any
amendment to this Agreement shall be invalid unless in writing.15.6
    
    This Agreement shall have come into effect upon the execution and affixing seals by
the representatives of each party.
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China National Petroleum Corporation
   PetroChina Company Limited
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Exhibit 1
    
    Further Representations, Warranties and Covenants of Party A
 1.
    
    Corporate Matters1.1
    
    Party A is wholly state-owned company duly organized and validly existing under the laws of
the P.R.C. and has full and legal rights to own its assets and operate its business.1.2
    
    All the copies of the business license, articles of association and other documents of Party
A provided to Party B are accurate and complete, and conform with the originals of such
documents.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.
    
    Approvals2.1
    
    The transfer of the Equity and Assets in connection with the Inspection and Maintenance
Business by Party A to Party B shall be conducted in accordance with the P.R.C. laws and
regulations.2.2
    
    Upon the Closing Date, all governmental approvals required for the transfer of the Equity and
Assets in connection with the Inspection and Maintenance Business, 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 Assets3.1
    
    Except as otherwise indicated, none of the Equity and Assets in connection with the
Inspection and Maintenance Business is subject to any encumbrance of any form. In the event
of any legal proceedings in respect of any guarantees or any other disputes arising prior to
the Closing Date, such proceedings or disputes shall be assumed by the appropriate unlisted
companies, i.e. Jinzhou Petrochemical Limited Design House, PetroChina Jinxi Petrochemical
Design House, Jihua Group Mechanics Limited, CNPC Fushun Engineering Supervision Limited and
Northeast China Branch Company, CNPC Engineering Design Limited. Details regarding the Equity
and Assets in connection with the Inspection and Maintenance Business set forth in Exhibit 2
are true, complete and accurate in all respects.3.2
    
    Party A shall have full title and utilization right to the Equity and Assets in connection
with the Inspection and Maintenance Business, and there is not any stipulation requiring
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the entire Equity and Assets in connection with the Inspection and Maintenance Business or any
portion thereof have to be transferred to any third party.3.3
    
    The construction and operation of the Inspection and Maintenance Business Assets have been
approved by the competent P.R.C. authorities and will not violate any law or regulation of the
P.R.C.3.4
    
    Party A has been operating the Inspection and Maintenance Business Assets in compliance with
the applicable laws and regulations of the P.R.C.3.5
    
    The machines and equipments, buildings and other overground and underground structures in
connection with the Inspection and Maintenance Business are in a sound status and fit for
their intended purposes on the whole.3.6
    
    In terms of the limits or passages of any land, buildings and other structures in connection
with the Inspection and Maintenance Business, there are not any dissentions with the adjacent
property owners or the competent authorities of state-owned land resources.3.7
    
    No material interruptions are found with the infrastructures such as the water supply,
drainage, electricity supply or gas supply of the buildings or other overground and
underground structures in connection with the Inspection and Maintenance Business.3.8
    
    Party A holds proper and transferable title and/or utilization right to the land, buildings
and other structures in connection with the Inspection and Maintenance Business, and is the
legal and effective owner of such Assets in accordance with the provisions of any 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 Inspection and Maintenance Business after Closing.5.
    
    Confidential DataIn terms of the Inspection and Maintenance Business, Party A was/is not engaged in any
activity which may infringe on or abuse any know-how, lists of customers or suppliers, trade
secrets, expertise, patents or other confidential data of any third parties.6.
    
    Environmental-protection CommitmentIn the course of construction and operation of the Inspection and Maintenance Business, Party
A has always been in full compliance with any and all applicable laws and regulations
regarding environmental protection (Environmental-protection Laws and Regulations),
no such circumstance is found with Party A where it shall be subject to any governmental
punishment due to the violation of any Environmental-protection 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 each Environmental-protection Laws and Regulations which is
currently in effect.
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7.
    
    Accuracy of the Data Provided7.1
    
    All the data contained in this Agreement (including without limitation, those covered in the
preamble herein) are genuine and accurate.7.2
    
    All the data 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 Inspection and
Maintenance Business were/are genuine and accurate at the time of provision and during the
period from the execution of this Agreement to the Closing Date. In addition, there is no
such fact or circumstance that may render any of the above data untrue, inaccurate or
misleading and has not been disclosed to Party B or its professional advisors in writing.8.
    
    Indemnification8.1
    
    Party A undertake to keep Party B indemnified for any claims arising from Party As violation
of any provision hereunder, including without limitation, Article 7 herein and Further
Representations, Warranties and Covenants of Party A as set forth in Exhibit 1.
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Exhibit 2
    
    Scope of the Inspection and Maintenance Business
 Equity and Assets to be Transferred
   1.
    
    such assets as the land use rights, buildings and other structures, cash, bank deposits and
accounts, inventories, receivables, machinery, equipments and ancillary devices and facilities
owned by Party A or any entity forming a part of the Inspection and Maintenance Business;
 2.
    
    the rights and obligations under the contracts and agreements (including any amendments and
supplements thereto) executed by Party A in respect of the Inspection and Maintenance Business
Assets, including title to buildings and guarantees with respect to such contracts and
agreements;
 3.
    
    if transferable in accordance with applicable laws, all the rights under any and all the
permits, licenses, approval certificates, certificates, power of attorney, and any other
similar documents possessed or owned by Party A or any entity forming a part of the Inspection
and Maintenance Business;
 4.
    
    claims, set-off rights or any other similar rights against any third party, in each case,
relating to or arising from the Inspection and Maintenance Business Assets;
 5.
    
    business records, accounting records, operating records, operating data, operating
statistical data, manuals, maintenance handbooks, training handbooks and relevant technical
records, technical documentation, technical data, technical drawings, technical handbooks,
technical books, project research and development records and any other know-how, whether
saved in written, electronic or any other media; and
 6.
    
    any other assets set forth in the Appraisal Reports. The parties hereto agree that where
they have any disagreement on the understanding of the Inspection and Maintenance Business
Assets set forth in this schedule, the contents of the Appraisal Reports (namely Zhong Lian
Ping Bao Zi [2007] No. 699, No. 700, No. 701, No. 702, No. 703 and Zhong Lian Ping Bao Zi
[2008] No. 3) shall prevail.
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