Exhibit 4.24
  Equity Transfer Agreement
  China Petroleum Pipeline Bureau
  PetroChina Kunlun Gas Company Limited




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Equity Transfer Agreement
 Agreement th China Petroleum Pipeline Bureau Transferor PetroChina Kunlun Gas Company Limited Transferee
  (i)
    
    The Transferor is an enterprise the title of which is vested with the whole people
and which was incorporated on April 16, 1973 and validly subsisting under the PRC laws;(ii)
    
    The Transferee is a company limited duly incorporated under the laws of the PRC on
July 27, 2001; and(iii)
    
    The equity exchanges hereunder have been listed on the Equity Exchange Institution
on April 2, 2009. During the period of listing, there was only one interested
transferee, i.e. Kunlun Gas. The Transferor agrees to transfer, and The Transferee
agrees to take delivery of, the Target Equity in the Target Company.
 the Company Law of the Peoples Republic of China, the Contract Law of the
Peoples Republic of China
 Article 1 Definitions
 1.1
    
    For the purposes of this Agreement, unless the context otherwise specifies, terms
in this Agreement shall have the meanings set forth below:
 Pipeline Bureau
    
    refers to China Petroleum Pipeline Bureau;Kunlun Gas
    
    refers to PetroChina Kunlun Gas Company Limited;Pipeline
Investments Limited
(Target Company)
    
    refers to China Petroleum Pipeline
Urban Gas Investments Limited;Target Equity
    
    refers to all the targets contemplated to be transferred under
Article 2 of this Agreement;
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The Transfer
    
    refers to the transfer of the Target Equity by the Transferor to the
Transferee hereunder.Valuation Report
    
    refers to the valuation reports
Zhong Qi Hua Ping Bao Zi (2009) No. 29
issued by China Enterprise Appraisal Co., Ltd. on the assets and
liabilities in connection with the Target Equity as of the Valuation
Date for the purpose of the Transfer contemplated hereunder;Open Tender Price
    
    refers to the open tender price as determined in the Valuation Report;Valuation Date
    
    refers to August 31, 2008;Equity Exchange
Institution
    
    refers to the China Beijing Equity Exchange Institution;Completion
    
    refers to the transfer of the Target Equity in accordance with
Article 5 hereof;Completion Date
    
    refers to the date as determined by the Parties through negotiations
after all the conditions precedent specified in Article 4 hereof have
been satisfied;PRC or China
    
    the Peoples Republic of China and, for the purpose of this
Agreement, Hong Kong Special Administrative Region, Macao Special
Administrative Region and Taiwan are not included.
 Article 2 Target Equity
  Article 3 Consideration for Transfer of Equity
 Open Tender Prices
 Article 4 Conditions Precedent for Delivery of the Target Equity
 The Completion of the Transfer hereunder shall be conducted on the Completion Date
determined by the parties hereto after all the following conditions of Completion
have been satisfied:4.1
    
    This Agreement has been duly signed by the legal representatives of the Transferor
and the Transferee or their respective authorized representative;
 3




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4.2
    
    All necessary consents or approvals in connection with this Agreement and the
Target Equity have been obtained, including without limitation:
 (a)
    
    The Transferor has obtained approval from its internal
competent authority on the Transfer of the Target Equity;(b)
    
    The Transferee has obtained approval from its internal
competent authorities for its taking delivery of the Equity from the
Transferor;(c)
    
    All necessary consents have obtained by the Transferors from
the creditors and other relevant third parties in respect of the handover of
the Target Equity;(d)
    
    The Valuation Report on which the Transfer consideration is
based has been endorsed by the Transferor and the Transferee, and the filing
procedures have been completed in respect of such valuation.
 4.3
    
    Open tender and/or bidding process in respect of the Transfer hereunder have been
completed at the Equity Exchange Institution in accordance with the applicable laws and
regulations.4.4
    
    As at the Completion Date, the Transferors representations, warranties and
covenants contained herein shall remain true and accurate.
  Article 5 Delivery of the Target Equity
 5.1
    
    The Transferee shall pay the consideration to the Transfer in full and in Renminbi
to the bank account designated by the Transfer in a lump sum.5.2
    
    The Transferor shall, on the Completion Date, deliver to the Transferee a
contribution certification or a shareholders list issued by the Target Company, and
cause and assist with Completion Date to complete the registration for the amendments to
the registration of the Target Equity with the competent industrial and commercial
authority.5.3
    
    The Transferor shall, on the Completion Date, deliver to the Transferee or the
Target Company any and all materials regarding the Target Company in its possession,
including without limitation, the assets list, financial statements or files in
connection with the Target Company.
 4




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5.4
    
    As from the Completion Date, the Transferee shall obtain the Target Equity and all
the derivative interest arising therefrom in accordance with the applicable P.R.C. laws
and regulations, and be entitled to and assume the corresponding rights and obligations
specified in the applicable laws, regulations and the articles of association of the
related companies.
 Article 6 Representations, Warranties and Covenants of the Transferor
 6.1
    
    The Transferor is an enterprise the title of which is vested with the whole people
and which was incorporated and validly subsisting under the PRC laws. The Transferor
owns the Target Equity and has the right to transfer the Target Equity in accordance with
this Agreement.6.2
    
    The Transferor guarantees that it has not established, directly or indirectly, any
pledge, third party interest or other restrictions upon the Target Equity.6.3
    
    The execution and performance of this Agreement by the Transferor do not violate
any contracts or agreements which are legally binding upon it.6.4
    
    The execution and performance of this Agreement by the Transferor do not violate
any applicable laws or regulations, or the Transferors articles of association or other
constitutional documents.6.5
    
    The Transferor undertakes to actively cooperate actively, and procure its
Affiliated Entities to cooperate with the Transferee to complete any and all legal or
administrative procedures in connection with the Transfer hereunder, including without
limitation, amendments to the registration with the competent industrial and commercial
authorities and amendments.6.6
    
    The Transferor hereby makes the following representations, warranties and covenants
in connection with the Target Company as set out in Article 2.1 hereof:
    5




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Article 7 Representations, Warranties and Covenants of the Transferee
 7.1
    
    The Transferee is a company limited by shares duly organized, validly existing
and in good standing under the laws of the PRC.7.2
    
    The execution and performance of this Agreement by the Transferee do not violate
any contracts or agreements which are legally binding upon the Transferee.7.3
    
    The execution and performance of this Agreement by the Transferee do not violate
any applicable laws or regulations, or the Transferees articles of association or other
constitutional documents.
 Article 8 Taxation
  Article 9 Event of Default
 9.1
    
    After this Agreement takes effect, if either party hereto fails to fulfill the
other obligations hereunder in accordance with the provisions hereunder, or any of its
representations or warranties is proved to be false, such party shall be deemed to be in
default. The defaulting party shall keep the non-defaulting party indemnified for any
and all losses the latter suffered as a result of the above defaults.9.2
    
    After this Agreement takes effect, if the Transferor fails to transfer the Target
Equity in accordance with the provisions hereunder, the Transferee shall have the right
to cancel this Agreement. In addition, the Transferor shall be liable for keeping the
Transferee indemnified for the expenses actually incurred and the losses suffered by the
Transferee as a result of the above failure of Transfer, including without limitation,
any and all related expenses incurred in connection with the Transferees taking delivery
of the Target Equity.
 6




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Article 10 Confidentiality
 Confidential Information
 Article 11 Effectiveness, Amendments, Dissolution, Termination and Transfer of This Agreement
            7




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Article 12 Force Majeure
  Article 13 Notices
               8




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Article 14 Governing Law and Dispute Resolution
 14.1
    
    The execution, effectiveness, performance, interpretation and implementation as
well as any and all issues in connection with this Agreement shall be governed by the
laws of the PRC.14.2
    
    Any dispute arising from, out of or in connection with this Agreement shall be
settled through friendly consultations between the parties.
 Article 15 Additional Provisions
 15.1
    
    Maintenance of Normal Operation and Management
  15.2
    
    Decision-making and Handover of Operation and Management
  15.3
    
    Disposal Plan regarding the Creditors rights and Debts.
   9




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China Petroleum Pipeline Bureau (company seal)
 
  PetroChina Kunlun Gas Company Limited (company seal)
 
 10




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Supplementation
 To
 The Equity Transfer Agreement
  China Petroleum Pipeline Bureau
  PetroChina Kunlun Gas Company Limited




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Supplementation to
 The Equity Transfer Agreement
 Supplementation
Agreement th China Petroleum Pipeline Bureau Transferor PetroChina Kunlun Gas Company Limited Transferee
  Equity Transfer
Agreement ) Target Equity
  Article 1
 Open Tender Price
   Article 2
  - 12 -




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Article 3
  Article 4
  Article 5
  Article 6
  - 13 -




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China Petroleum Pipeline Bureau (company seal)
 
  PetroChina Kunlun Gas Company Limited (company seal)
 
 14




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Form
of Equity Transfer Agreement
  China Huayou Group Corporation
  PetroChina Kunlun Gas Company Limited
  15




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Equity Transfer Agreement
 Agreement th China Huayou Group Corporation Transferor PetroChina Kunlun Gas Company Limited Transferee
  (i)
    
    The Transferor is an enterprise the title of which is vested with the whole people
and which was incorporated on December 10, 1998 and validly subsisting under the PRC
laws;(ii)
    
    The Transferee is a company limited duly incorporated under the laws of the PRC on
July 27, 2001; and(iii)
    
    The equity exchanges hereunder have been listed on the Equity Exchange Institution
on April 2, 2009. During the period of listing, there was only one interested
transferee, i.e. LKunlun Gas. The Transferor agrees to transfer, and The Transferee
agrees to take delivery of, the Target Equity in the Target Company.
 the Company Law of the Peoples Republic of China, the Contract Law of the
Peoples Republic of China
 Article 1 Definitions
 1.1
    
    For the purposes of this Agreement, unless the context otherwise specifies, terms
in this Agreement shall have the meanings set forth below:
 Huayou Group
    
    refers to China Huayou Group Corporation;Kunlun Gas
    
    refers to PetroChina Kunlun Gas Company Limited;Target Equity
    
    refers to all the targets contemplated to be transferred under
Article 2 of this Agreement;
 16




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Target Companies
    
    refers to Yongqing Huayou Gas Limited ((CHINESE CHARACTER)),
Zhuozhou Huayou Gas Limited ((CHINESE CHARACTER)), Bazhou Huayou Gas
Limited ((CHINESE CHARACTER)), Changde Huayou Gas Limited
((CHINESE CHARACTER)), Hunan Huayou Gas Distribution Limited
((CHINESE CHARACTER)), Hainan Huayou Ganghua Gas
Limited ((CHINESE CHARACTER)) and Zoucheng Huayou Gas Limited
((CHINESE CHARACTER));The Transfer
    
    refers to the transfer of the Target Equity by the Transferor to the
Transferee hereunder.Valuation Report
    
    refers to the valuation reports Zhong Qi Hua Ping Bao Zi (2009) No.
031-02, 031-03, 031-04, 031-05, 031-06, 031-07 and 031-08 issued by
China Enterprise Appraisal Co., Ltd. on the assets and liabilities in
connection with the Target Equity as of the Valuation Date for the
purpose of the Transfer contemplated hereunder;Open Tender Price
    
    refers to the open tender price as determined in the Valuation Report;Valuation Date
    
    refers to August 31, 2008;Equity Exchange
Institution
    
    refers to the China Beijing Equity Exchange Institution;Completion
    
    refers to the transfer of the Target Equity in accordance with
Article 5 hereof;Completion Date
    
    refers to the date as determined by the Parties through negotiations
after all the conditions precedent specified in Article 4 hereof have
been satisfied;PRC or China
    
    the Peoples Republic of China and, for the purpose of this
Agreement, Hong Kong Special Administrative Region, Macao Special
Administrative Region and Taiwan are not included.
 Article 2 Target Equity
  17




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Article 3 Consideration for Transfer of Equity
 Open Tender Prices
 Article 4 Conditions Precedent for Delivery of the Target Equity
 The Completion of the Transfer hereunder shall be conducted on the Completion Date
determined by the parties hereto after all the following conditions of Completion
have been satisfied:4.1
    
    This Agreement has been duly signed by the legal representatives of the Transferor
and the Transferee or their respective authorized representative;4.2
    
    All necessary consents or approvals in connection with this Agreement and the
Target Equity have been obtained, including without limitation:
 (a)
    
    The Transferor has obtained approval from its internal
competent authority on the Transfer of the Target Equity, and has obtained
commitment on the waiver of the pre-emptive rights in connection with the
associated equity from other shareholders (if any);(b)
    
    The Transferee has obtained approval from its internal
competent authorities for its taking delivery of the Equity from the
Transferor;(c)
    
    All necessary consents have obtained by the Transferors from
the creditors and other relevant third parties in respect of the handover of
the Target Equity;(d)
    
    The Valuation Report on which the Transfer consideration is
based has been endorsed by the Transferor and the Transferee, and the filing
procedures have been completed in respect of such valuation.
 4.3
    
    Open tender and/or bidding process in respect of the Transfer hereunder have been
completed at the Equity Exchange Institution in accordance with the applicable laws and
regulations.4.4
    
    As at the Completion Date, the Transferors representations, warranties and
covenants contained herein shall remain true and accurate.
  18




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Article 5 Delivery of the Target Equity
 5.1
    
    The Transferee shall pay the consideration to the Transfer in full and in Renminbi
to the bank account designated by the Transfer in a lump sum.5.2
    
    The Transferor shall, on the Completion Date, deliver to the Transferee a
contribution certification or a shareholders list issued by the Target Companies, and
cause and assist with Completion Date to complete the registration for the amendments to
the registration of the Target Equity with the competent industrial and commercial
authority.5.3
    
    The Transferor shall, on the Completion Date, deliver to the Transferee or the
Target Companies any and all materials regarding the Target Companies in its possession,
including without limitation, the assets list, financial statements or files in
connection with the Target Companies.5.4
    
    As from the Completion Date, the Transferee shall obtain the Target Equity and all
the derivative interest arising therefrom in accordance with the applicable P.R.C. laws
and regulations, and be entitled to and assume the corresponding rights and obligations
specified in the applicable laws, regulations and the articles of association of the
related companies.
 Article 6 Representations, Warranties and Covenants of the Transferor
 6.1
    
    The Transferor is an enterprise the title of which is vested with the whole people
and which was incorporated and validly subsisting under the PRC laws. The Transferor
owns the Target Equity and has the right to transfer the Target Equity in accordance with
this Agreement.6.2
    
    The Transferor guarantees that it has not established, directly or indirectly, any
pledge, third party interest or other restrictions upon the Target Equity.6.3
    
    The execution and performance of this Agreement by the Transferor do not violate
any contracts or agreements which are legally binding upon it.6.4
    
    The execution and performance of this Agreement by the Transferor do not violate
any applicable laws or regulations, or the Transferors articles of association or other
constitutional documents.6.5
    
    The Transferor undertakes to actively cooperate actively, and procure its
Affiliated Entities to cooperate with the Transferee to complete any and all legal or
administrative procedures in connection with the Transfer hereunder,
 19




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including without limitation, amendments to the registration with the competent
industrial and commercial authorities and amendments.6.6
    
    The Transferor hereby makes the following representations, warranties and covenants
in connection with the Target Companies as set out in Article 2.1 hereof:
      Article 7 Representations, Warranties and Covenants of the Transferee
 7.1
    
    The Transferee is a company limited by shares duly organized, validly existing
and in good standing under the laws of the PRC.7.2
    
    The execution and performance of this Agreement by the Transferee do not violate
any contracts or agreements which are legally binding upon the Transferee.7.4
    
    The execution and performance of this Agreement by the Transferee do not violate
any applicable laws or regulations, or the Transferees articles of association or other
constitutional documents.
 Article 8 Taxation
  20




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Article 9 Event of Default
 9.1
    
    After this Agreement takes effect, if either party hereto fails to fulfill the
other obligations hereunder in accordance with the provisions hereunder, or any of its
representations or warranties is proved to be false, such party shall be deemed to be in
default. The defaulting party shall keep the non-defaulting party indemnified for any
and all losses the latter suffered as a result of the above defaults.9.2
    
    After this Agreement takes effect, if the Transferor fails to transfer the Target
Equity in accordance with the provisions hereunder, the Transferee shall have the right
to cancel this Agreement. In addition, the Transferor shall be liable for keeping the
Transferee indemnified for the expenses actually incurred and the losses suffered by the
Transferee as a result of the above failure of Transfer, including without limitation,
any and all related expenses incurred in connection with the Transferees taking delivery
of the Target Equity.
 Article 10 Confidentiality
 Confidential Information
 Article 11 Effectiveness, Amendments, Dissolution, Termination and Transfer of This Agreement
      21




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Article 12 Force Majeure
  Article 13 Notices
        22




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Article 14 Governing Law and Dispute Resolution
 14.1
    
    The execution, effectiveness, performance, interpretation and implementation as
well as any and all issues in connection with this Agreement shall be governed by the
laws of the PRC.14.2
    
    Any dispute arising from, out of or in connection with this Agreement shall be
settled through friendly consultations between the parties.
 Article 15 Additional Provisions
 15.1
    
    Maintenance of Normal Operation and Management
  15.2
    
    Decision-making and Handover of Operation and Management
  23




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15.3
    
    Disposal Plan regarding the Creditors rights and Debts.
   24




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China Huayou Group Corporation (company seal)
 
  PetroChina Kunlun Gas Company Limited (company seal)
 
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Supplementation
 To
 The Equity Transfer Agreement
  China Huayou Group Corporation
  PetroChina Kunlun Gas Company Limited
  26




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Supplementation to
 The Equity Transfer Agreement
 Supplementation
Agreement th China Huayou Group Corporation Transferor PetroChina Kunlun Gas Company Limited Transferee
  Equity Transfer
Agreement ) Target Equity
 ((CHINESE CHARACTER)),
  Article 1
 Open Tender Prices
 27




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Article 2
  Article 3
  Article 4
  Article 5
  Article 6
  28




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29




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China Huayou Group Corporation (company seal)
 
  PetroChina Kunlun Gas Company Limited (company seal)
 
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Assets Transfer Agreement
  China Huayou Group Corporation
  PetroChina Kunlun Gas Limited




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Assets Transfer Agreement
   (i)
    
    the Transferor is an enterprise owned by the whole people incorporated on December
10, 1998;(ii)
    
    the Transferee is a limited liability company established under the laws of the PRC
on July 27, 2001; and(iii)
    
    the Transferor agrees to transfer to the Transferee, and the Transferee agrees to
acquire from the Transferor, the Target Assets legally owned by the Transferor, subject
to the terms and conditions of this Agreement.
 the Contract Law of the Peoples Republic of China the Company Law of the
Peoples Republic of China
 Article 1 Definitions
 Huayou Group
    
    refers to China Huayou Group Corporation;Kunlun Gas
    
    Refers to (CHINESE CHARACTER) (PetroChina Kunlun Gas Limited);Target Assets
    
    refers to all the targets in the Transfer as specified in Article 2 hereof;Transfer
    
    refers to the transfer of the Target Assets by the Transferor to the
Transferee hereunder;Appraisal Report
    
    refers to the Assets Appraisal Report(Zhong Qi Hua Ping Bao Zi (2009) No.
031-01) with respect to the assets and liabilities of the Target Assets as
at the Appraisal Reference Date issued by China Enterprise Appraisal Co.,
Ltd. for the purpose of the Transfer;
 - 32 -




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Supplemental Audit
    
    refers to the audit conducted by Beijing Tianyuanquan Certified Public
Accountants Ltd. for the purposes of the Transfer with respect to the
profit and loss of the target company during the period from the Appraisal
Reference Date to the Audit Reference Date;Appraisal
Reference Date
    
    refers to August 31, 2008;Audit Reference
Date
    
    refers to April 30, 2009;Completion
    
    refers to the conveyance of the Target Assets as contemplated under
Article 5 hereof;Completion Date
    
    refers to the date determined by the parties on which the Completion shall
occur after the satisfaction of all the preconditions to the Completion as
set forth in Article 4 hereof;PRC or China
    
    the Peoples Republic of China
 Article 2 Target Assets
  Article 3 Consideration for Transfer of Target Assets
  Article 4 Conditions Precedent to Completion
 4.1
    
    The Completion hereunder shall occur on the Completion Date determined by the
parties hereto after all the following conditions have been satisfied:4.1.1
    
    This Agreement has been duly signed by the legal representative of each of the
Transferor and the Transferee or his/her respective authorized representative;4.1.2
    
    All necessary consents or approvals in connection with this Agreement and the
Target Assets have been obtained, including without limitation:
 
 - 33 -




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(a)
    
    The Transferor has obtained the approval to the Transfer from
its internal governing bodies;(b)
    
    The Transferee has obtained the approval to the Transfer from
its internal governing bodies;(c)
    
    The Transferor has obtained all the required consents to the
Transfer of the city gas business assets from any and all its creditors and any
other relevant third parties;(d)
    
    The valuation report on which the Consideration is based has
been confirmed by the Transferor and the Transferee and have been duly filed
with the SASAC;
 4.1.3
    
    As at the Completion Date, the Transferors representations, warranties and
covenants contained herein shall remain true and accurate.
  Article 5 Completion
 5.1
    
    The Transferor shall, within a reasonable period, actively procure the fulfillment
of all the Completion conditions specified in Article 4 hereof (other than Section
4.1.2(b)), give a notice to the Transferee in writing requesting Completion to be
conducted and furnish copies of the documents/evidence indicating fulfillment of the
Completion preconditions and the proposed Completion Date.5.2
    
    The Transferee shall issue a letter in writing to the Transferor indicating its
agreement to the Completion within five (5) business days following its receipt of the
notice referred to in Section 5.1, and furnish to the Transferor copies of the
documents/evidencing indicating fulfillment of the Completion preconditions as set forth
in Section 4.1.2(b).5.3
    
    At the Completion Date, the Transferor shall deliver to the Transferee:
   - 34 -




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5.4
    
    Within five (5) business days following the execution of this Agreement, the
Transferee shall pay the Consideration in a lump sum to the Transferor in full in RMB to
a bank account designated by the Transferee.5.5
    
    As from the Completion Date, the Transferee shall obtain the Target Assets and all
the derivative interest arising therefrom in accordance with the applicable PRC laws, and
shall assume the rights and obligations under applicable laws and regulations and the
articles of association of the relevant companies.
 Article 6 Alteration Registration Procedures for Target Assets
  Article 7 Representations, Warranties and Covenants of the Transferor
 7.1
    
    The Transferor is an enterprise owned by the whole people duly established and
validly existing under the laws of the PRC. The Transferor legally owns the Target
Assets and has the right to transfer the Target Assets to the Transferee in accordance
with this Agreement.7.2
    
    The Transferor hereby warrants that there does not exist any encumbrance or any
other right restriction directly or indirectly created over the Target Assets, and the
Target Assets are not subject to any material action, claim, arbitration, administrative
procedures or any other contingent liabilities in any other form, whether known or
threatened.7.3
    
    The execution and performance of this Agreement by the Transferor do not violate
any contracts or agreements which are legally binding upon it.7.4
    
    The execution and performance of this Agreement by the Transferor do not violate
any applicable laws or regulations, or the Transferors articles of association or other
constitutional documents.7.5
    
    The Transferor hereby warrants that after the Audit Reference Date it will not
dispose of or adjust the Target Assets in a manner not consistent with the purpose of
this Agreement. The Transferor shall promptly notify the Transferee in writing of any
material change to the Target Assets other than in the ordinary course of business.7.6
    
    The Transferor undertakes to actively cooperate actively, and procure its Gas
Business Unit to cooperate with the Transferee to complete any and all legal or
administrative procedures in connection with the Transfer hereunder,
 - 35 -




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including without limitation, the procedures for assets title transfer registration
or alteration registration.
 Article 8 Representations, Warranties and Covenants of the Transferee
 8.1
    
    The Transferee is a limited liability company duly established and validly
existing under PRC laws.8.2
    
    The execution and performance of this Agreement by the Transferee do not violate
any contracts or agreements which are legally binding upon the Transferee.8.3
    
    The execution and performance of this Agreement by the Transferee do not violate
applicable laws or regulations or its articles of association or any other constitutional
documents.
 Article 9 Taxation
  Article 10 Event of Default
 11.1
    
    After this Agreement takes effect, if either party hereto fails to fulfill the
other obligations hereunder in accordance with the provisions hereunder, or any of its
representations or warranties is proved to be false, such party shall be deemed to be in
default. The defaulting party shall indemnify the non-defaulting party against any and
all the losses suffered by the non-defaulting party as a result of the above defaults.11.2
    
    After this Agreement takes effect, if the Transferor fails to transfer the Target
Assets in accordance with the provisions hereunder, the Transferee shall have the right
to cancel this Agreement. In such case, the Transferor shall indemnify the Transferee
against any and all the losses actually suffered by the Transferee, including without
limitation, any and all related expenses incurred by the Transferee in connection with
the transfer of the Target Assets.
 Article 12 Confidentiality
 Confidential Information
 Article 12 Effectiveness, Amendment, Cancellation, Termination and Assignment
 12.1
    
    Effectiveness
 - 36 -




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Article 13 Force Majeure
  Article 14 Notices
    - 37 -




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China Huayou Group Corporation
      PetroChina Kunlun Gas Limited
        Article 15 Governing Law and Dispute Resolution
 15.1
    
    The execution, effectiveness, performance, interpretation and enforcement of this
Agreement as well as any and all issues in connection with this Agreement shall be
governed by the laws of the PRC.15.2
    
    Any dispute arising from, out of or in connection with this Agreement shall be
settled through friendly consultations between the parties hereto.
  - 38 -




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China Huayou Group Corporation (company seal)
 
  PetroChina Kunlun Gas Company Limited (company seal)
 
 39




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Exhibit 1
 Scope of City Gas Business-Related Assets
   Net ValueDate of
    
    (in RMBDescription
    
    Specifications
    
    Quantity
    
    Acquisition
    
    yuan)Car
    
    Jetta FV7160
    
    1
    
    Jan. 2006
    
    
    85367.8Car
    
    Audi A6L2.4AT
    
    1
    
    Feb. 2003
    
    
    93190.82Notepad computer
    
    SonyPCG-6C3P
    
    2
    
    Aug. 2004
    
    
    537.60Projector
    
    sony VPL-X71
    
    1
    
    May 2005
    
    
    4972.73Notepad computer
    
    SONY PCG-6C3P
    
    1
    
    May 2005
    
    
    3389.41Desktop (Lenovo)
    
    Lenovo E6000
    
    2
    
    May 2005
    
    
    5242.69DV duplicator, scanner
    
    HPScanjet8200
    
    1
    
    May 2005
    
    
    1808.46Desktop
    
    HP DC7600
    
    4
    
    Jun. 2006
    
    
    18983.92Notepad computer
    
    Lenovo 100A
    
    1
    
    Jun. 2006
    
    
    6195.04HP Pavilion
    
    HP G3218CX
    
    2
    
    Dec. 2007
    
    
    10398.76Color printer
    
    HP 4700DN
    
    1
    
    May 2008
    
    
    21564.58Black and white printer
    
    HP 5200
    
    1
    
    May 2008
    
    
    8821.87Fax machine
    
    Cannon L388
    
    1
    
    Dec. 2003
    
    
    75.23Digital camera
    
    sonyT1
    
    1
    
    Aug. 2004
    
    
    934.04Photocopier
    
    e-Studio358
    
    1
    
    Aug. 2004
    
    
    6325.06
 40