PetroChina : Renewal of Continuing Connected Transactions with CNPC in Respect of 2018 to 2020, Renewal of Continuing Connected Transactions with BEIJING GAS in Respect of 2018 to 2020

Hong Kong Exchange and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any of the contents of this announcement.

中國石油天然氣股份有限公司

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

Reference is made to the announcement of the Company dated 28 August 2014 in respect of the renewal of the continuing connected transactions with CNPC/Jointly-held Entities. At the extraordinary general meeting of the Company held on 29 October 2014, the independent shareholders approved the continuing connected transactions with CNPC/Jointly-held Entities and the annual caps for the three years ending 31 December 2017.

The Board hereby announces that the Company and CNPC entered into (1) the New Comprehensive Agreement; (2) a confirmation letter to the Land Use Rights Leasing Contract and (3) New Buildings Leasing Contract on 24 August 2017 to continue the Continuing Connected Transactions with CNPC after 31 December 2017 and the Company will comply with the provisions of Chapter 14A of the HKEx Listing Rules in relation to the Continuing Connected Transactions with CNPC, including the reporting, announcement, annual review and independent shareholders' approval requirements.

CNPC is a controlling shareholder of the Company. By virtue of the above, CNPC is a connected person of the Company under the HKEx Listing Rules. Transactions between the Company and CNPC constitute connected transactions of the Company under the HKEx Listing Rules. Jointly-held Entities are subsidiaries of the Company and CNPC and/or its subsidiaries (individually or together) is/are entitled to exercise, or control the exercise of, 10% or more of the voting power of these companies, therefore, Jointly-held Entities are connected persons of the Company and transactions between the Group and Jointly-held Entities constitute connected transactions of the Company under the HKEx Listing Rules. The terms and the proposed annual caps in respect of the Non-Exempt Continuing Connected Transactions are subject to approval by the independent shareholders under the HKEx Listing Rules. In view of the interests of CNPC, CNPC and its associates will abstain from voting in relation to the resolutions approving the terms and the proposed annual caps in respect of the Non-Exempt Continuing Connected Transactions.

An Independent Board Committee has been formed to advise the independent shareholders in connection with the terms and proposed annual caps in respect of the Non-Exempt Continuing Connected Transactions, and the Independent Financial Advisor has been appointed to advise the Independent Board Committee and the independent shareholders on the same.

A circular containing, amongst other things, further information on the terms of the Non-Exempt Continuing Connected Transactions, a letter from the Independent Board Committee, an opinion of the Independent Financial Advisor, together with a notice to convene the Extraordinary General Meeting to approve the Non-Exempt Continuing Connected Transactions and their proposed annual caps, is expected to be despatched to the Shareholders on or before 8 September 2017.

Reference is made to the announcement of the Company dated 24 August 2016 in respect of the continuing connected transactions entered into between the Group and Beijing Gas from 1 January 2016 to 31 December 2017.

The Board hereby announces that the Company and Beijing Gas entered into the New Products and Services Agreement on 24 August 2017 to continue the Continuing Connected Transactions with Beijing Gas after 31 December 2017.

PetroChina Beijing Gas Pipeline is a non-wholly owned subsidiary of the Company. Beijing Gas is a substantial shareholder of PetroChina Beijing Gas Pipeline (holding 40% of the issued share capital of PetroChina Beijing Gas Pipeline) and is a connected person of the Company. Therefore, the transactions under the New Products and Services Agreement constitute continuing connected transactions of the Company under the provisions of Chapter 14A of the HKEx Listing Rules.

Since the highest of the applicable percentage ratios (other than the profits ratio) under the HKEx Listing Rules for the transactions contemplated under the New Products and Services Agreement is more than 0.1% but less than 5%, the transactions contemplated under the New Products and Services Agreement are subject to the reporting, announcement and annual review requirements but are exempted from the circular (including independent financial advice) and independent shareholders' approval requirements under the provisions of Chapter 14A of the HKEx Listing Rules.

1. RENEWAL OF CONTINUING CONNECTED TRANSACTIONS WITH CNPC IN RESPECT OF 2018 TO 2020
2. Background

   Reference is made to the announcement of the Company dated 28 August 2014 in respect of the renewal of the continuing connected transactions with CNPC/Jointly-held Entities. At the extraordinary general meeting of the Company held on 29 October 2014, the independent shareholders approved the continuing connected transactions with CNPC/Jointly-held Entities and the annual caps for the three years ending 31 December 2017.

   The Board hereby announces that the Company and CNPC entered into (1) the New Comprehensive Agreement; (2) a confirmation letter to the Land Use Rights Leasing Contract and (3) New Buildings Leasing Contract on 24 August 2017 to continue the Continuing Connected Transactions with CNPC after 31 December 2017 and the Company will comply with the provisions of Chapter 14A of the HKEx Listing Rules in relation to the Continuing Connected Transactions with CNPC, including the reporting, announcement, annual review and independent shareholders' approval requirements.

3. Continuing Connected Transactions with CNPC under the New Comprehensive Agreement

4. The New Comprehensive Agreement

   The Company and CNPC entered into the Comprehensive Agreement on 28 August 2014, which was effective from 1 January 2015 and valid for a term of three (3) years, for the provisions (1) by the Group to CNPC/Jointly-held Entities and (2) by CNPC/Jointly-held Entities to the Group, of a range of products and services which may be required and requested from time to time by either party and/or its subsidiaries and relevant units (including their respective subsidiaries, branches and other units). On 24 August 2017, the Company and CNPC entered into the New Comprehensive Agreement, and the material terms are as follows:

5. Products and services to be provided by the Group to CNPC/Jointly-held Entities

6. Products and services including those relating to refined oil products, chemical products, natural gas, crude oil, supply of water, supply of electricity, supply of gas, supply of heating, quantifying and measuring, entrusted operation, material supply and other products and services as may be requested by CNPC/Jointly-held Entities for its own consumption, use or sale from time to time; and

7. Financial services provided by the Group to Jointly-held Entities, including entrustment loans, guarantees and other financial services.

8. Products and services to be provided by CNPC/Jointly-held Entities to the Group

   The products and services to be provided by CNPC/Jointly-held Entities to the Group are expected to be more numerous, both in terms of quantity and variety, than those to be provided by the Group to CNPC/Jointly-held Entities. They have been grouped together and categorised according to the following types of products and services:

9. Construction and technical services, mainly associated with products and services to be provided at the stage prior to formal commission and production, including but not limited to exploration technology service, downhole operation service, oilfield construction service, oil refinery construction service and engineering design service;

10. Production services, mainly associated with products and services to be provided after the formal commission and production has taken place, arising from the day-to-day operations of the Group, including but not limited to crude oil, natural gas, refined oil products, chemical products, water supply, electricity supply, gas supply and communications;

11. Material supply services, mainly involving the agency services on the procurement of materials both before and after formal commission and production, including but not limited to purchase of materials, quality examination, storage of materials and delivery of materials, which by virtue of its nature, are not covered in the construction and technical services and production services referred to above;

12. Social and ancillary services, including but not limited to security system services, education, hospitals, property management, staff canteen, training centers and guesthouses; and

13. Financial services, including loans and other financial assistance, deposits services, entrustment loans, settlement services, financial leasing services and other financial services.

14. General principles

The New Comprehensive Agreement requires in general terms that:

• the quality of products and services to be provided should be satisfactory to the recipient;

• the price at which such products and services are to be provided must be fair and reasonable; and

• the terms and conditions on which such products and services are to be provided should be no less favourable than those offered by independent third parties.