Exhibit 4.22
 CHINA NATIONAL PETROLEUM CORPORATION
 and
 CHINA PETROLEUM HONGKONG (HOLDING) LIMITED
 and
 PETROCHINA COMPANY LIMITED
 
 AGREEMENT




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CONTENTS
 Clause
    
    
    
    Page1.
    
    Sale and Purchase
    
    
    12.
    
    Consideration
    
    
    23.
    
    Conditions Precedent to Completion
    
    
    24.
    
    Pre-Completion Vendor Undertakings
    
    
    35.
    
    Completion
    
    
    36.
    
    Vendor Warranties
    
    
    37.
    
    Conduct of Purchaser Claims
    
    
    48.
    
    Purchasers Rights to Terminate
    
    
    49.
    
    Tax
    
    
    510.
    
    Payments
    
    
    511.
    
    Announcements
    
    
    512.
    
    Confidentiality
    
    
    513.
    
    Assignment
    
    
    614.
    
    Further Assurances
    
    
    715.
    
    Costs
    
    
    716.
    
    Notices
    
    
    717.
    
    Conflict with other Agreements
    
    
    818.
    
    Entire Agreement
    
    
    819.
    
    Waivers, Rights and Remedies
    
    
    820.
    
    Counterparts
    
    
    921.
    
    Variations
    
    
    922.
    
    Invalidity
    
    
    923.
    
    Language
    
    
    924.
    
    Governing Law and Jurisdiction
    
    
    9Schedule 1
    
    Vendor Warranties
    
    
    10Schedule 2
    
    Conduct of the Target Companies Pre-Completion
    
    
    15Schedule 3
    
    Completion Arrangements
    
    
    16Schedule 4
    
    Definitions and Interpretation
    
    
    17
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THIS AGREEMENT
 BETWEEN:
 1.
    
    China National Petroleum Corporation ((CHINESE CHARACTERS)),a state-owned enterprise
incorporated under the laws of the PRC, whose registered office is at No. 6 Liupukang, Xicheng
District, Beijing, the PRC (the Vendor);
 2.
    
    China Petroleum Hongkong (Holding) Limited ((CHINESE CHARACTERS)),a company
incorporated in Hong Kong with limited liability, whose registered office is at
39th Floor, 118 Connaught Road West, Hong Kong (the Share Vendor); and
 3.
    
    PetroChina Company Limited ((CHINESE CHARACTERS)),a company incorporated in the PRC
with limited liability, the shares of which are listed on the Shanghai Stock Exchange and the
Stock Exchange with American depository shares listed on the New York Stock Exchange, whose
registered office is at World Tower, 16 Andelu, Dongcheng District, Beijing, the PRC (the
Purchaser),
 parties
 WHEREAS
 Target
     IT IS AGREED :
 1. Sale and Purchase




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2.     Consideration
 Consideration
 3.     Conditions Precedent to Completion
  (a)
    
    all necessary consents, approvals and notifications having been obtained or made from or to
relevant third parties and/or governmental and regulatory authorities or bodies in the PRC and
any other relevant jurisdiction in respect of the Proposed Acquisition and such authorisations
remaining in full force and effect without modification;
 (b)
    
    the Warranties made by the Vendor being true and accurate in all material respects when made,
and being true and accurate in all material respects on and as of the Completion Date; and
 (c)
    
    no Material Adverse Change in the Target Companies business, operations, financial condition
or prospects having occurred since the date of signing of this Agreement and until the
Completion Date.
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4.     Pre-Completion Vendor Undertakings
  5.     Completion
 Completion Date
  6. Vendor Warranties
     (a)
    
    the amount which would be necessary to put the relevant Target Company into the financial
position which would have existed had there been no breach of the Warranty; and
 (b)
    
    all Costs directly suffered or incurred by the Purchaser or any of its subsidiaries
(including any Target Company), as a result of or in connection with the breach of Warranty.
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7.     Conduct of Purchaser Claims
 Third Party
Claim
 (a)
    
    ensure that the Vendor is given all reasonable facilities to investigate the Third Party
Claim;
 (b)
    
    not (and ensure that each of its subsidiaries shall not) admit liability or make any
agreement or compromise with any person, body or authority in relation to that Third Party
Claim without prior consultation with the Vendor; and
 (c)
    
    take any action that the Vendor reasonably requests to avoid, resist, dispute, appeal,
compromise or defend that Third Party Claim,
   8.     Purchasers Rights to Terminate
    (c)
    
    any event or circumstance which would constitute a material breach by the Vendor of any of
the Warranties if they were repeated at any time before Completion by reference to the facts
and circumstances then existing (on the basis that references in the Warranties to the date of
this Agreement were references to the relevant date); and
 (d)
    
    any material breach by the Vendor or the Share Vendor (or any of their subsidiaries) of their
obligations under this Agreement.
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9.     Tax
   10. Payments
   11.     Announcements
   12.     Confidentiality
  (a)
    
    Confidential Informationmeans:
 (i)
    
    (in relation to the obligations of the Purchaser) any information
received or held by the Purchaser (or any of its Representatives) relating to
the Vendor Group or, prior to Completion, any of the Target Companies; or
 (ii)
    
    (in relation to the obligations of the Vendor and the Share
Vendor) any information received or held by the Vendor or the Share Vendor (or
any of
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(iii)
    
    information relating to the provisions and subject matter of,
and negotiations leading to, this Agreement;
  (b)
    
    Representativesmeans, in relation to a party, its respective subsidiaries and the directors,
officers, employees, agents, advisers, accountants and consultants of that party and/or of its
respective subsidiaries.
   (a)
    
    disclosure is required by law or by any stock exchange or any regulatory, governmental or
antitrust body (including any tax authority) having applicable jurisdiction (provided that the
disclosing party shall first inform the other parties of its intention to disclose such
information and take into account the reasonable comments of the other parties);
 (b)
    
    disclosure is of Confidential Information which was lawfully in the possession of that party
or any of its Representatives (in either case as evidenced by written records) without any
obligation of secrecy prior to its being received or held;
 (c)
    
    disclosure is of Confidential Information which has previously become publicly available
other than through that partys fault (or that of its Representatives); and
 (d)
    
    disclosure is required for the purpose of any arbitral or judicial proceedings arising out of
this Agreement.
  13.     Assignment
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Permitted Assignee
 14.     Further Assurances
   15.     Costs
  16.     Notices
   Vendor
    
    For the attention of:
    
    Xu ChaoyingAddress:
    
    No. 6 Liupukang, Xicheng District,
Beijing, the PRCFax:
    
    +86 10 6209 6104Share Vendor
    
    For the attention of:
    
    Wang WenhuaAddress:
    
    Room 3901-03, 39/F, 118 Connaught
Road West, Hong KongFax:
    
    +852 2802 3022Purchaser
    
    For the attention of:
    
    Li JianAddress:
    
    World Tower, 16 Andelu, Dongcheng
District, Beijing, the PRCFax:
    
    +86 10 8488 2367
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17.     Conflict with other Agreements
  18.     Entire Agreement
  (a)
    
    no party shall have any claim or remedy in respect of any statement, representation, warranty
or undertaking, made by or on behalf of the other parties in relation to the Proposed
Acquisition which is not expressly set out in this Agreement; and
 (b)
    
    except for any liability in respect of a breach of this Agreement, no party shall owe any
duty of care or have any liability in tort or otherwise to the other parties in relation to
the Proposed Acquisition.
  19.     Waivers, Rights and Remedies
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20.     Counterparts
  21. Variations
  22. Invalidity
  23.     Language
  24. Governing Law and Jurisdiction
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SCHEDULE 1
 VENDOR WARRANTIES
 1.     The Vendor Group and the Target Shares
 Authorisations, valid obligations, filings and consents
 (a)
    
    The Vendor, the Share Vendor and each Target Company has obtained all corporate
authorisations and (except to the extent relevant to the Conditions) all other governmental,
statutory, regulatory or other consents, licences, authorisations, waivers or exemptions
required to empower it to, where applicable, enter into and perform its obligations under this
Agreement.
 (b)
    
    Subject to fulfilment of the Conditions, neither entry into this Agreement nor implementation
of the Proposed Acquisition will (i) result in violation or breach of any laws or regulations
in any relevant jurisdiction or (ii) amount to a violation or default with respect to any
statute, regulation, order, decree or judgment of any court or any governmental or regulatory
authority in any jurisdiction, by the Vendor, the Share Vendor or any Target Company, where,
in each case, the breach, conflict or violation would adversely affect to a material extent
its ability to, where applicable, enter into or perform its obligations under this Agreement.
 Details of the Target Shares and the Target Companies
 (a)
    
    The Vendor, the Share Vendor and each Target Company are validly incorporated,in existence
and duly registered under the laws of its jurisdiction of incorporation and each Target
Company has full power to conduct its business as conducted at the date of this Agreement.
 (b)
    
    The Share Vendor is the sole legal and beneficial owner of the Target Shares free from all
Third Party Rights. The Share Vendor is entitled to transfer or procure the transfer of the
full ownership of the Target Shares to the Purchaser or its nominee, on the terms set out in
this Agreement.
 (c)
    
    The Target is the sole legal and beneficial owner of the CNPC (HK) Shares free from all Third
Party Rights. All the CNPC (HK) Shares are fully paid and there is no liability to pay any
additional contributions on them.
 (d)
    
    No person has the right (exercisable now or in the future and whether contingent or not) to
call for the allotment or issue of any share or loan capital in any Target Company.
 2.     Financial Matters
 The Accounts
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Management Accounts
 (a)
    
    are not misleading in any material respect;
 (b)
    
    do not materially over-state the value of the assets nor materially under-state the
liabilities of the Target Companies as at the dates to which they were drawn up; and
 (c)
    
    do not materially over-state the profits or materially under-state the losses of the Target
Companies in respect of the periods to which they relate.
 Position since Last Accounts Date
 (a)
    
    there has been no Material Adverse Change;
 (b)
    
    each Target Company has carried on business in the ordinary and usual course, and no Target
Company has made or agreed to make any payment other than routine payments in the ordinary and
usual course of trading;
 (c)
    
    no Target Company has reduced any paid-up share capital (except for any dividends provided
for in the Last Accounts); and
 (d)
    
    no Target Company has issued or agreed to issue any share or loan capital or other similar
interest.
 Accounting and other records
 3.     Debt Position
 Debts owed to the Target Companies
 Debts owed by the Target Companies
 4.     Regulatory Matters
 Licences Approvals
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Compliance with laws
 5.     The Business Assets
 Ownership
 (a)
    
    any hire or lease agreement in the ordinary course of business;
 (b)
    
    title retention provisions in respect of goods and materials supplied to such Target
Companies in the ordinary course of their business; and
 (c)
    
    liens arising in the ordinary course of the business of the Target Companies by operation of
law.
 Possession and third party facilities
 Condition
 6.     Contractual Matters
 Material contracts
 (a)
    
    under which, by virtue of the Proposed Acquisition, (i) any other party is likely to be
relieved of any obligation or become entitled to exercise any right (including any termination
right or any pre-emption right or other option) or (ii) any Target Company is likely to be in
default or lose any benefit, right or licence which it currently enjoys or (iii) a liability
or obligation of a Target Company is likely to be created or increased;
 (b)
    
    which was entered into not in the ordinary course of business or not on arms length terms;
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(c)
    
    which requires, or confers any right to require, the allotment or issue of any shares,
debentures or other securities of any Target Company now or at any future time; and
 (d)
    
    under which any Target Company has sold or disposed of any company or business where it
remains subject to any liability (whether contingent or otherwise).
 Defaults
 7.     Litigation and Investigations
 Litigation
 Investigations
 8.     Insolvency etc.
 Insolvency
 9.     Real Estate
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SCHEDULE 2
 CONDUCT OF THE TARGET COMPANIES PRE-COMPLETION
  (a)
    
    the affairs of each Target Company are conducted only in the ordinary and usual course and
that no Target Company makes or agrees to make any payment other than routine payments in the
ordinary and usual course of business;
 (b)
    
    no Target Company does, allows or procures any act or omission which would constitute or give
rise to a breach of any Warranty if the Warranties were repeated at any time before Completion
by reference to the facts and circumstances then existing as if references in the Warranties
to the date of this Agreement were references to the relevant date;
 (c)
    
    all relevant information which comes to its notice in relation to any fact or matter (whether
existing on or before the date of this Agreement or arising afterwards) which may constitute a
breach of any Warranty if the Warranties were to be repeated on or at any time before
Completion by reference to the facts and circumstances then existing as if references in the
Warranties to the date of this Agreement were references to the relevant date, is promptly
disclosed to the Purchaser;
 (d)
    
    no Target Company declares, authorises, makes or pays any dividend or other distribution
(whether in cash, stock or in kind) or reduces, purchases or redeems an part of its paid-up
share capital;
 (e)
    
    no Target Company (i) creates, allots or issues or agrees to create, allot, or issue any
share or loan capital or other security or (ii) grants any option over or right to subscribe
for any share or loan capital or other security; and
 (f)
    
    all transactions between a Target Company and a member of the Vendor Group take place on
arms length terms.
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SCHEDULE 3
 COMPLETION ARRANGEMENTS
 Part A : Vendor Obligations
  (a)
    
    duly executed transfers into the name of the Purchaser or its nominee of all the Target
Shares to enable title in all the Target Shares to pass fully and effectively into the name of
the Purchaser or its nominee, including any documents as may be required to enable the
Purchaser and/or its nominee to be registered as the holder of the Target Shares;(b)
    
    the share certificates in respect of all of the Target Shares;
 (c)
    
    a copy of a resolution (certified by a duly appointed officer as true and correct) of the
board of directors of each of the Vendor and Share Vendor authorising the execution of and the
performance by each of the Vendor and Share Vendor of its obligations under this Agreement;
and
 (d)
    
    a written confirmation signed by a duly authorised officer of the Vendor confirming the
Target has no liabilities and owns no assets other than the CNPC (HK) Shares.
 Part B : Purchaser Obligations
  (a)
    
    deliver or ensure that there is delivered to the Vendor (or made available to the Vendors
satisfaction) a copy of a resolution (certified by a duly appointed officer as true and
correct) of the board of directors of the Purchaser authorising the execution of and the
performance by the Purchaser of its obligations under this Agreement; and(b)
    
    pay to the Vendor the Consideration in accordance with clause 2 (Consideration).
 Part C : General
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SCHEDULE 4
 DEFINITIONS AND INTERPRETATION
 Definitions
 Business Day
 Business Hours
 Claim
 Costs
 CNPC (HK) Shares
 CNPC (Hong Kong)
 Completion
 Conditions
 Financial Debt
 Governmental Entity
 HK$
 HKIAC
 HKIAC Procedures for the Administration of International Arbitration
 Hong Kong
 Last Accounts
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Last Accounts Date
 Listing Rules
 Management Accounts
 Management Accounts Date
 Material Adverse Change
 New BVICo
 New HKCo
 PRC
 Properties Property
 Proposed Acquisition
 Purchaser Group
 Representatives
 Stock Exchange
 subsidiary
 Surviving Provisions
 Target Companies Target Company
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Target Shares
 Third Party Assurances
 Third Party Right
 UNCITRAL Arbitration Rules
 Vendor Group
 Warranties
 Interpretation.
 (a)
    
    headings do not affect the interpretation of this Agreement;
 (b)
    
    the singular shall include the plural and vice versa; and
 (c)
    
    any phrase introduced by the terms includingand includeor any similar expression shall be
construed as illustrative and shall not limit the sense of the words preceding those terms.
 Schedules.
 Inconsistencies.
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SIGNATURE
  SIGNED
    
    )
    
    SIGNATURE:for and on behalf of
    
    )China National Petroleum Corporation
    
    )
    
    NAME:
    
    JIANG JieminSIGNED
    
    )
    
    SIGNATURE:for and on behalf of
    
    )China Petroleum Hongkong (Holding) Limited
    
    )
    
    NAME:
    
    WU YaowenSIGNED
    
    )
    
    SIGNATURE:for and on behalf of
    
    )PetroChina Company Limited
    
    )
    
    NAME:
    
    ZHOU Jiping
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