PetroChina : Rules of Procedure of the Nomination Committee

Clause 1: Pursuant to the Company Law of the People's Republic of China, the Articles of Association of PetroChina Company Limited (the "Articles"), the Rules of Procedure for the Board of Directors (the "Board") of PetroChina Company Limited (the "Company") and applicable regulatory requirements of the places where the shares of the Company are listed, the rules of procedure of the Nomination Committee (the "Rules") are laid down to govern the constitution, responsibilities and working procedures of the Board's Nomination Committee, improve the corporate governance structure and ensure the compliance in generation of directors and senior management of the Company and in operation of the Board.

In fulfilling its responsibilities, the Nomination Committee shall abide by applicable laws and regulations, the Articles and the Rules. By virtue of legislative requirements, the Nomination Committee shall be subject to the supervision by relevant governmental authorities and the Supervisory Committee of the Company.

(1) to review and discuss the structure, size and composition (including skills, knowledge and experience) of the Board regularly (at least annually), and make recommendations on changes to the Board to follow the Company's corporate strategy;

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(2) to consider the criteria and procedures for selection of Directors, president and other senior management, and make recommendations to the Board;
(3) to consider the Board Diversity Policy and the training systems for Directors and management;
(4) to extensively select qualified candidates for directorship and members of senior management, review the qualifications of candidates for directorship and president, and make recommendations;
(5) to hear the proposals on candidates nominated by the nominators who have the nominating rights under the Articles of Association;
(6) to review and make assessment on the independence of independent non-executive directors;
(7) to appoint representative(s) to attend the general meeting of the Company and answer the questions from the investors in relation to the work of the Nomination Committee;
(8) such other duties as required by relevant laws and regulations or listing rules of the place where the Company is listed and any such other matters as authorized by the Board.

The quorum for a meeting of the Nomination Committee shall be two-thirds or more of its members present. A meeting shall be presided over by the Chairman of the Nomination Committee or, in his absence, by a member appointed by the Chairman of the Nomination Committee. Any member of the Nomination Committee who is unable to attend the meeting for any reason may appoint another member in writing to exercise his powers on his behalf.

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Board generally. The Nomination Committee shall submit its written opinions to the Board following the discussions. A regular meeting of the Nomination Committee shall mainly cover: to review the structure, size and composition of the Board and its special committees, and to discuss the performance of the Board in the past year, independent directors' work report and others.

(1) To distribute copies of the agenda and related supporting materials to the members of the Nomination Committee seven business days prior to a meeting of the Nomination Committee;
(2) To distribute copies of the meeting minutes to members of the Nomination
Committee within fourteen days after the conclusion of the meeting;
(3) To arrange activities in relation to the Nomination Committee meeting and routine contact.

For any proposal on which consensus cannot be reached, the Nomination Committee shall activate the voting procedure. Each member of the Nomination Committee has one vote. Any resolution made on the meeting shall be passed by more than half of the members of the Nomination Committee, and any different opinions shall be explained to the Board.

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