EQUITY TRANSFER AGREEMENT





This Equity Transfer Agreement is entered into this 9th day of June, 2005 in

Beijing by and between:



PETROCHINA COMPANY LIMITED (THE "TRANSFEROR")

ADDRESS: World Tower,16 Andelu, Dongcheng District, Beijing

LEGAL REPRESENTATIVE: Chen Geng



and



CHINA PETROLEUM EXPLORATION & DEVELOPMENT COMPANY LTD. (THE "TRANSFEREE")

ADDRESS: International Investment Building D, Fuchengmen Beidajie, Xicheng

         District, Beijing

LEGAL REPRESENTATIVE: Wang Dongjin





WHEREAS:



1.       The transferor is a joint stock company with limited liabilities

         established on 5 November 1999 in Beijing by law and validly existing,

         in compliance with laws of the People's Republic of China;

2.       The transferee is a company with limited liability established on 14

         March 2005 in Beijing and validly existing, in compliance with laws of

         the People's Republic of China;

3.       PetroChina International Limited ("PCI") is a company registered and

         established in British Virgin Islands, and the Transferor holds 100%

         equity of PCI;

4.       The Transferor has signed the Capital Contribution Agreement with China

         National Oil and Gas Exploration and Development Corporation, Central

         Asia Petroleum Company Ltd. and the Transferee. Under the Capital

         Contribution Agreement, the Transferor will acquire 50% equity of the

         Transferee upon the completion of "this Transaction" defined in that

         agreement; and





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5.       The Transferor hereby agrees to transfer to the Transferee, and the

         Transferee hereby also agrees to accept as specified herein, 100%

         equity of PCI held by the Transferor (this "Equity Transfer"). After

         the closing of this Equity Transfer, the Transferee will hold 100%

         equity of PCI.



NOW, THEREFORE, by adhering to the principle of equality and mutual benefit,

through friendly negotiation, and in accordance with relevant laws and

regulations of the People's Republic of China, the parties hereby reach the

following agreement with respect to the above equity transfer:







                     ARTICLE 1 DEFINITION AND INTERPRETATION



Unless specified otherwise in the agreement, the terms and expressions herein

shall have the following meanings:



1.1      THE AGREEMENT: means the Equity Transfer Agreement and any revision and

         modification hereto duly agreed and executed by and among the parties

         hereto in writing from time to time;

1.2      EQUITY: means the 100% equity of PCI held and to be transferred by the

         Transferor to the Transferee, including ownership, profit distribution

         right, director appointment power, assets allocation right and other

         rights and interests to which a shareholder is entitled;

1.3      CLOSING: means that the Transferor pays the consideration specified in

         Article 5 herein when all closing conditions specified in Article 3.1

         herein are satisfied or considered as satisfied according to Article

         3.2 herein;

1.4      CLOSING DATE: means the date when the Transferor pays the consideration

         specified in Article 5 herein when all closing conditions specified in

         Article 3.1 herein are satisfied or considered as satisfied according

         to Article 3.2 herein.

1.5      BASE DATE: means 31 December 2004.

1.6      RELATED PERIOD: means the period from 1 January 2005 to Closing Date

         (inclusive).

1.7      MAJOR PROCEEDINGS: means any pending lawsuit, arbitration,

         administrative appeal or other legal processes related to Transferred

         Assets arising before the Closing Date, involving a value of more than

         US$3 million individually;

1.8      EXAMINING AND APPROVING AUTHORITIES: mean all foreign and domestic

         governmental examining and approving authorities that are entitled to

         approve or



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         authorize this Equity Transfer and other actions related

         thereto;

1.9      APPRAISAL REPORT: means the report made by China Enterprises Appraisals

         for the assets and liabilities of PCI and/or PCI Group on Base Date.

1.10     PCI GROUP: means PCI and the companies in which PCI has interests,

         directly or indirectly, and listed in Exhibit 1 hereto.

1.11     FORCE MAJEURE: means war, natural disaster and any other unforeseen and

         inevitable event that cannot be controlled by the parties hereto.





                            ARTICLE 2 EQUITY TRANSFER



2.1      The Transferor agrees hereby to transfer, and the Transferee also

         agrees hereby to accept, the equity in PCI.

2.2      Upon closing of this Equity Transfer, it shall be considered that the

         Transferee shall hold 100% equity of PCI. Within ten (10) working days

         after the closing of this Equity Transfer, the Transferor shall cause

         PCI to hold a shareholders' meeting, elect its directors and modify its

         Articles of Association according to relevant procedures specified in

         applicable laws, apply to relevant registration authorities for

         registration changes regarding the transaction contemplated hereunder

         and carry out all other procedures as required by applicable laws and

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