FIH Mobile Limited - Proxy Solicitation & Information Statement 2010

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this Circular or as to the action to be taken, you should consult a licensed securities dealer or other registered institution in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or otherwise transferred all your shares in PetroChina Company Limited , you should at once hand this Circular together with the accompanying form of proxy to the purchaser or the transferee or to the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this Circular, 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 part of the contents of this Circular.

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PETROCHINA COMPANY LIMITED

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

(Stock Code: 857)

(A) CONNECTED TRANSACTION AND DISCLOSEABLE TRANSACTION SUBSCRIPTION FOR RMB2.441 BILLION NEW REGISTERED CAPITAL OF CHINA PETROLEUM FINANCE CO., LTD

(B) SHARE ISSUE MANDATE

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders of PetroChina Company Limited

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All capitalised terms used in this Circular have the meanings set out in the section headed “Definitions” on pages 1 to 4 of this Circular.

A letter from the Board is set out on pages 5 to 13 of this Circular. A letter from the Independent Board Committee containing its advice to the Independent Shareholders in respect of the Subscription Agreement pursuant to which the Subscription will be effected is set out on pages 14 to 15 of this Circular. A letter from ICBCI, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, containing its advice to the Independent Board Committee and the Independent Shareholders in respect of the Subscription Agreement pursuant to which the Subscription will be effected is set out on pages 16 to 28 of this Circular.

A notice convening the AGM to be held at Beijing Oriental Bay International Hotel, 26 Anwai Xibinhe Road, Dongcheng District, Beijing, the PRC on Thursday, 20 May 2010 at 9:00 a.m. is set out on pages N-1 to N-4 of this Circular. Whether or not you are able to attend the AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed on it as soon as practicable and in any event by not later than 24 hours before the time appointed for holding the AGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish.

31 March 2010

CONTENTS

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Definitions	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	.	1

Letter from the Board

(A) Connected Transaction and Discloseable Transaction – Subscription for RMB2.441 Billion New Registered Capital of China Petroleum Finance Co., Ltd.

	1.	Introduction . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
	2.	The Subscription Agreement	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
	3.	Reasons for and Benefits of the Subscription. . . . . . . . . . . . . . . . . . . . . . .		9
	4.	Relationship between the Parties and Listing Rules Implications . . . . . . . .		9
	5.	Information on the Company	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
	6.	Information on CNPC . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
	7.	Information on CPF . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
(B)	Share Issue Mandate
	8.	Share Issue Mandate . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
(C)	General
	9.	The AGM . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
	10.	Recommendations . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
	11.	Additional Information . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . .				14
Letter from ICBCI . . . . . . . . . . . . . .			. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Appendix		– General Information	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	29
Notice of		AGM . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	N-1

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DEFINITIONS

In this Circular, unless the context otherwise requires, the following expressions have the meanings set out below:

“ADS(s)” The American Depository Share(s) issued by the Bank of New York as the depository bank and listed on the New York Stock Exchange, with the ADS representing 100 H Shares
“AGM” the annual general meeting of the Company to be held at Beijing Oriental Bay International Hotel, 26 Anwai Xibinhe Road, Dongcheng District, Beijing, the PRC on Thursday, 20 May 2010 at 9:00 a.m., the notice of which is set out on pages N-1 to N-4 of this Circular, and any adjournment thereof
“associate(s)” has the meaning given to it in the Listing Rules “A Shares” The domestic ordinary shares issued by the Company to domestic investors for subscription and trading on the Shanghai Stock Exchange and are denominated in RMB
“Board” the board of directors of the Company “Banking Regulatory Agencies” the China Banking Regulatory Commission and its agencies
“Circular” this circular dated 31 March 2010 “CBRC” the China Banking Regulatory Commission “CNPC” China National Petroleum Corporation, a State-owned enterprise incorporated under the laws of the PRC and the controlling shareholder of the Company, and for the purpose of this Circular, shall include all subsidiaries, branches and units of CNPC other than the Group
“CPF” China Petroleum Finance Co., Ltd, a company incorporated under the laws of the PRC with limited liability, and is 92.5% owned by CNPC and 7.5% owned by the Company as at the date of this Circular

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DEFINITIONS

“Company” PetroChina Company Limited, a joint stock company limited by shares incorporated in the PRC on 5 November 1999, during the reorganisation of CNPC and under the Company Law of the PRC, the H Shares of which are listed on the Hong Kong Stock Exchange with ADSs listed on the New York Stock Exchange, and the A Shares of which are listed on the Shanghai Stock Exchange
“Completion Date” the date falling within fifteen business days after the date of satisfaction of all the conditions precedent pursuant to the Subscription Agreement, i.e. the date of consideration payment by the Company
“connected person(s)” has the meaning given to it in the Listing Rules
“controlling shareholder” has the meaning given to it in the Listing Rules
“Director(s)” the directors of the Company
“Group” the Company and its subsidiaries
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” The Hong Kong Special Administrative Region of the PRC
“H Share(s)”
the overseas-listed foreign share(s) in the Company’s share capital, with a nominal value of RMB1.00 each, which are listed on the Hong Kong Stock Exchange and subscribed for in Hong Kong dollars, and which include the H Share(s) and the underlying ADS(s)
“Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited
“Independent Board Committee”
the independent committee of the Board comprising all the independent non-executive Directors of the Company, being Mr. Chee-Chen Tung, Mr. Liu Hongru, Mr. Franco Bernabe`, Mr. Li Yongwu and Mr. Cui Junhui
“Independent Financial Adviser” ICBC International Capital Limited, a licensed or “ICBCI” corporation carrying out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO

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DEFINITIONS

“IFRS”
“Independent Shareholders”
“Latest Practicable Date”
“Listing Rules”
“PRC” or “China”
“PRC GAAP”
“RMB”
“SFO”
“Share(s)”
“Shareholder(s)”
“Subscription”
“Subscription Agreement”
“subsidiaries”

International Financial Reporting Standards

Shareholders other than CNPC and its associates

24 March 2010, being the latest practicable date prior to the printing of this Circular for the purpose of ascertaining certain information contained in this Circular
The Rules Governing the Listing of Securities on the Hong Kong Stock Exchange
the People’s Republic of China, but for the purpose of this Circular and for geographical reference only, references in this Circular to “China” and the “PRC” do not apply to Taiwan, the Macau Special Administrative Region and Hong Kong
the Generally Accepted Accounting Principles in China
Renminbi, the lawful currency of the PRC
Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong
ordinary shares of the Company, including the A Share(s) and the H Share(s)
the shareholder(s) of the Company
the capital contribution by the Company of RMB9.618 billion in cash to (a) subscribe for a total of RMB2.441 billion new registered capital of CPF and (b) account the remaining RMB7.177 billion into the capital reserves of CPF pursuant to the Subscription Agreement
the subscription agreement dated 25 March 2010 entered into between the Company, CPF and CNPC in respect of the Subscription

has the meaning given to it in the Listing Rules

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DEFINITIONS

This Circular contains translations between RMB and Hong Kong dollar amounts at RMB1.00 = HK$1.14, being the exchange rate prevailing on 24 March 2010. The translations should not be taken as a representation that the RMB could actually be converted into Hong Kong dollars at that rate or at all.

The English language text of this Circular and the accompanying form of proxy shall prevail over the Chinese language text in the event of any inconsistency.

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LETTER FROM THE BOARD

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PETROCHINA COMPANY LIMITED

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

(Stock Code: 857)

Board of Directors: Jiang Jiemin (Chairman) Zhou Jiping (Vice Chairman) Wang Yilin Zeng Yukang Wang Fucheng Li Xinhua Liao Yongyuan Wang Guoliang Jiang Fan Chee-Chen Tung Liu Hongru Franco Bernabe` Li Yongwu Cui Junhui*

Legal Address: World Tower 16 Andelu Dongcheng District Beijing 100011 PRC

Independent non-executive Directors

31 March 2010

To the Shareholders

Dear Sir or Madam,

(A) CONNECTED TRANSACTION AND DISCLOSEABLE TRANSACTION SUBSCRIPTION FOR RMB2.441 BILLION NEW REGISTERED CAPITAL OF CHINA PETROLEUM FINANCE CO., LTD

(B) SHARE ISSUE MANDATE

(A) CONNECTED TRANSACTION AND DISCLOSEABLE TRANSACTION – SUBSCRIPTION FOR RMB2.441 BILLION NEW REGISTERED CAPITAL OF CHINA PETROLEUM FINANCE CO., LTD

1. INTRODUCTION

The Board refers to the announcement of the Company dated 25 March 2010 relating to the Subscription Agreement. The purpose of this letter is to provide you with information

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LETTER FROM THE BOARD

necessary to enable you to make an informed decision on whether to vote for or against the ordinary resolutions to be proposed at the AGM in relation to the approval of the Subscription Agreement.

The Company has entered into the Subscription Agreement with CPF and CNPC on 25 March 2010, pursuant to which the parties have agreed for the Company to contribute a total capital of RMB9.618 billion (approximately HK$10.965 billion) to (a) subscribe for a total of RMB2.441 billion new registered capital of CPF (approximately HK$2.783 billion) and (b) account the remaining RMB7.177 billion into the capital reserves of CPF.

As each of CPF and CNPC is a connected person of the Company, and as the applicable percentage ratios of the transactions contemplated in the Subscription Agreement exceed 5% but are less than 25%, the Subscription constitutes a connected and discloseable transaction of the Company and is subject to the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A and 14 of the Listing Rules. Each of CNPC and its associates, who held an aggregate of 86.282% of interest in the Company as of the Latest Practicable Date, will abstain from voting on the resolution to approve the Subscription Agreement.

The Independent Board Committee, comprising all of the independent non-executive Directors, has been established to advise the Independent Shareholders, and ICBCI has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders, in each case on the terms of the Subscription Agreement pursuant to which the Subscription will be effected.

2. THE SUBSCRIPTION AGREEMENT

Date: 25 March 2010

Parties: (a) the Company; (b) CPF; and (c) CNPC.

The Subscription and the new registered capital of CPF

Pursuant to the Subscription Agreement, the Company will contribute a total capital of RMB9.618 billion (approximately HK$10.965 billion) to (a) subscribe for a total of RMB2.441 billion new registered capital of CPF (approximately HK$2.783 billion) and (b) account the remaining RMB7.177 billion into the capital reserves of CPF.

Prior to the Subscription, the capital contribution by the Company to CPF was RMB225 million, representing approximately 7.5% of the total registered capital of CPF. Following completion of the Subscription, the total registered capital of CPF will be

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LETTER FROM THE BOARD

increased from RMB3 billion to RMB5.441 billion, in which an aggregate of RMB2.666 billion will be contributed by the Company, representing approximately 49% of the enlarged total registered capital of CPF. The capital contribution by CNPC to CPF remains RMB2.775 billion, which represents approximately 51% of the enlarged total registered capital of CPF following completion of the Subscription.

Consideration

BDO China Shu Lun Pan CPAS ( ), public accountants independent of the Company, audited the financial statements of CPF as at 30 June 2009. In accordance with the audited financial statements of CPF prepared under the PRC GAAP as at 30 June 2009, the book value of the total assets, the liabilities and the net assets of CPF was RMB292.292 billion, RMB281.070 billion and RMB11.222 billion respectively and following adjustments based on the equity approach, the total assets of CPF were RMB292.531 billion and the net assets were RMB11.461 billion.

Beijing Zhongfeng Assets Appraisal Co., Ltd. ( ), valuers independent of the Company, conducted independent asset valuation on the market value of the total equity attributable to equity holders of CPF. Two different approaches were adopted in the valuation, namely the asset-based approach and the income approach.

Based on the calculation adopting the asset-based approach, as at 30 June 2009, the valued total assets of CPF was RMB292.685 billion, which compared to the book value of the total assets of CPF for the same period (in accordance with the audited financial statements of CPF prepared under the PRC GAAP), increased by RMB0.393 billion, representing a premium of 0.13%. The valued liabilities of CPF was RMB281.027 billion, which compared to the book value of the liabilities of CPF for the same period (in accordance with the audited financial statements of CPF prepared under the PRC GAAP), decreased by RMB0.043 billion, representing a discount of 0.02%. The valued net assets of CPF was RMB11.657 billion, which (i) compared to the book value of the net assets of CPF for the same period (in accordance with the audited financial statements of CPF prepared under the PRC GAAP), increased by RMB0.435 billion, representing a premium of 3.88%, and (ii) compared to the book value of the net assets of CPF for the same period (in accordance with the audited financial statements of CPF prepared under the PRC GAAP and following adjustments based on the equity approach), increased by RMB0.196 billion, representing a premium of 1.72%.

Based on the calculation adopting the income approach, as at 30 June 2009, the valued total equity attributable to equity holders of CPF was RMB11.823 billion, which compared to the book value of the net assets of CPF for the same period (in accordance with the audited financial statements of CPF prepared under the PRC GAAP), increased by RMB0.601 billion, representing a premium of 5.36% and compared to the book value of the net assets of CPF for the same period (in accordance with the audited financial statements of CPF prepared under the PRC GAAP and following adjustments based on the equity approach), increased by RMB0.362 billion, representing a premium of 3.16%.

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LETTER FROM THE BOARD

According to Beijing Zhongfeng Assets Appraisal Co., Ltd., valuer independent of the Company, the advantage of the asset-based approach is that it directly reflects the value of each category of assets and the disadvantage is that it does not appropriately take into account the future value of assets, which may result in insufficient evaluation of the comprehensive corporate value and the value of the intangible assets. However, the income approach is to evaluate assets from the perspective of the basis of the fair market value of the assets (which means the prospective profitability of assets). Since CPF is both a capital-intensive and intelligence-intensive enterprise, the income approach is a better approach to present the total equity value attributable to equity holders of CPF in its entirety with accuracy. Accordingly, Beijing Zhongfeng Assets Appraisal Co., Ltd. adopted the income approach in its valuation to conclude its final valuation results.

Accordingly, the consideration for the Subscription was arrived at after arm’s length negotiations on a fair and equal basis, and taking into account the valued total equity attributable to equity holders of CPF as at 30 June 2009 as well as the total capital of CPF prior to the Subscription. The consideration was determined also based on the market environment, the operation status, the profitability and the cash flow generating ability of CPF.

The Company will subscribe for the new registered capital of CPF pursuant to the Subscription Agreement. As such, there was no original and/or ascertainable purchase cost paid by CPF.

The total consideration under the Subscription Agreement amounts to approximately RMB9.618 billion (approximately HK$10.965 billion). The consideration will be paid in full in cash on the Completion Date as agreed in the Subscription Agreement to a designated account of CPF. The consideration will be satisfied in full from the Company’s internal funds.

Conditions precedent

The payment of consideration by the Company to CPF is conditional upon satisfaction in full of the following conditions:

(a) each of the Company and CNPC having obtained their respective effective approvals from their respective internal authorities of the Subscription;
(b) CPF having obtained effective approvals from its internal authorities of the Subscription, including but not limited to: (i) the subscription plan, (ii) changes to the registered capital and share structure and amendments to the articles of association of CPF resulting from the Subscription, and (iii) other matters in relation to the Subscription;
(c) the approval by the Banking Regulatory Agencies of the Subscription having been obtained; and

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LETTER FROM THE BOARD

(d) all undertakings, representations and warranties given by the parties in the Subscription Agreement being true and accurate.

The Subscription Agreement’s becoming effective

The Subscription Agreement will become effective from the date on which all necessary internal corporate authorizations and approvals in relation to the execution and performance of the Subscription Agreement are duly obtained by each of the Company, CPF and CNPC.

3. REASONS FOR AND BENEFITS OF THE SUBSCRIPTION

The Board considers that the Subscription is an important step to enhance the investment return of the Company and to further materialise the internalisation of financial services and benefits in the CNPC group with the following significances:

(a) following completion of the Subscription and as a result of the increase of the Company’s shareholding in CPF from 7.5% to 49%, the new shareholding structure is more compatible with the quantity of business between the Company and CPF, and the Company will consequently enjoy more benefits from the robust capital management income of CPF, which will bring new opportunities for the Company to enhance its financial profitability and to strengthen its return on equity to the shareholders of the Company;
(b) resulting from the enhanced strength of CPF following the Subscription, the Company will benefit from more integrated financial services provided by CPF domestically and overseas, as well as reduced financing and trading costs of the Company; and
(c) the Subscription will strengthen CPF’s capital adequacy, improve its financial performance indexes and satisfy the long-term development and regulatory necessities for CPF, which will in return provide more comprehensive accounting management services and financial support to the members of the CNPC group, including the Company.

The Board is of the view that the transactions contemplated in the Subscription Agreement are on normal commercial terms and entered into in the ordinary and usual course of business of the Company, are fair and reasonable and in the interests of the Company and its shareholders as a whole.

4. RELATIONSHIP BETWEEN THE PARTIES AND LISTING RULES IMPLICATIONS

CNPC is the controlling shareholder of the Company. CPF is 92.5% owned by CNPC and 7.5% owned by the Company as at the date of this Circular. Therefore, both CNPC and CPF are connected persons of the Company pursuant to Rule 14A.11 of the Listing Rules. Accordingly, the Subscription constitutes a connected transaction of the Company.

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LETTER FROM THE BOARD

As the applicable percentage ratios of the transactions contemplated in the Subscription Agreement exceed 2.5%, the Subscription constitutes a connected transaction of the Company subject to the reporting, announcement and independent shareholders’ approval requirements for the purpose of Chapter 14A of the Listing Rules.

As the applicable percentage ratios of the transactions contemplated in the Subscription Agreement exceed 5% but are less than 25%, the Subscription also constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules.

Pursuant to Chapter 14A of the Listing Rules, shareholders’ approval is required to approve the connected transaction and any connected person with a material interest in the relevant connected transaction are required to abstain from voting on the relevant resolution at the AGM. Accordingly, CNPC and its associates will abstain from voting on the resolution to approve the Subscription Agreement at the AGM.

5. INFORMATION ON THE COMPANY

The Company was incorporated in the PRC on 5 November 1999 as a joint stock company limited by shares, during the reorganisation of CNPC, under the Company Law of the PRC. The Company’s H Shares are listed on the Hong Kong Stock Exchange with American Depository Shares listed on the New York Stock Exchange, and its A Shares are listed on the Shanghai Stock Exchange.

The Company is the largest oil and gas producer and distributor, playing a dominant role in the oil and gas industry in China. It is not only one of the companies with the biggest sales revenue in China, but also one of the largest oil companies in the world. The Company is engaged in extensive petroleum and natural gas-related activities, including principally the exploration, development, production and sale of crude oil and natural gas; the refining, transportation, storage and marketing of crude oil and petroleum products; the production and sale of basic petrochemical products, derivative chemical products and other petrochemical products; and the transmission of natural gas, crude oil and oil products as well as the sale of natural gas.

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LETTER FROM THE BOARD

6. INFORMATION ON CNPC

CNPC is a petroleum and petrochemical conglomerate that was formed in July 1998 as a result of the restructuring launched by the State Council of the predecessor of CNPC, China National Petroleum Company ( ). CNPC is also a state-authorised investment corporation and a state controlled company. CNPC is a multi-regional, multiindustry, multinational comprehensive energy company integrating upstream and downstream operations, domestic and international trade as well as production and distribution operated in line with the modern enterprise governance regime.

7. INFORMATION ON CPF

CPF was incorporated on 18 December 1995 as a non-banking financial institution. As at the date of this Circular, CPF is 92.5% owned by CNPC and 7.5% owned by the Company. Its registered capital is approximately RMB3 billion and its corporate type is limited liability company.

CPF primarily engages in, including but not limited to, providing guarantee to members of the CNPC group, providing entrusted loan and entrusted investment services to members, bill acceptance and discounting for members, internal fund transfer and settlement among members and relevant internal settlement and clearance plans designing, taking deposits from members, providing loans and financing leases to members, underwriting corporate bonds of members of the CNPC group, and investment in marketable securities.

As at 31 December 2009, the total assets of CPF were approximately RMB384.459 billion (approximately HK$438.283 billion) and the net asset value of CPF was approximately RMB12.016 billion (approximately HK$13.698 billion). For the three years ended 31 December 2007, 2008 and 2009, the profit before taxation of CPF was RMB3.738 billion (approximately HK$4.261 billion), RMB2.633 billion (approximately HK$3.002 billion) and RMB3.001 billion (approximately HK$3.421 billion), respectively. For the three years ended 31 December 2007, 2008 and 2009, the net profit after taxation of CPF was RMB2.564 billion (approximately HK$2.923 billion), RMB2.171 billion (approximately HK$2.475 billion) and RMB2.296 billion (approximately HK$2.617 billion), respectively. The financial information of CPF prepared under the PRC GAAP does not contain any material variations if such information would be prepared under the IFRS.

(B) SHARE ISSUE MANDATE

8. SHARE ISSUE MANDATE

At the annual general meeting of the Company held on 12 May 2009, a general mandate was given to the Directors to issue Shares. The general mandate will lapse at the conclusion of the AGM unless renewed. Accordingly, in order to ensure flexibility and to give discretion to the Directors in the event that it becomes desirable to issue any Shares, a special resolution will be proposed at the AGM to renew the unconditional mandate to the Directors that during

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LETTER FROM THE BOARD

the period as permitted under the general mandate, to separately or concurrently issue, allot and deal with additional domestic shares and overseas listed foreign shares of the Company of not more than 20% of each of the existing domestic shares and overseas listed foreign shares of the Company in issue as at the date of the relevant resolution to be proposed and passed at the AGM (the “ Share Issue Mandate ”). The Directors have no present intention to issue any new Shares pursuant to the Share Issue Mandate and the Company did not obtain any other special mandate to issue new Shares in the past 12 months. The Company shall obtain the approval of the China Securities Regulatory Commission for any issue of new securities under the Share Issue Mandate.

The Company is not required to convene a general meeting of the Shareholders or class meetings of the Shareholders in respect of any issue of overseas listed foreign shares under the Share Issue Mandate. However, notwithstanding the Directors have been given the Share Issue Mandate, the Company will be required to convene a general meeting of the Shareholders to seek Shareholders’ approval for the issuance of domestic shares if such approval is required pursuant to the relevant PRC laws and regulations.

(C) GENERAL

9. THE AGM

Pursuant to Rule 14A.54 of the Listing Rules, any connected person with a material interest in the relevant connected transaction is required to abstain from voting on the relevant resolution at the AGM. Accordingly, CNPC and its associates, who held an aggregate of 86.282% of interest in the Company as of the Latest Practicable Date, will abstain from voting on the resolution to approve the Subscription Agreement at the AGM.

A notice of the AGM to be held at Beijing Oriental Bay International Hotel, 26 Anwai Xibinhe Road, Dongcheng District, Beijing, the PRC on Thursday, 20 May 2010 at 9:00 a.m. is set out on pages N-1 to N-4 of this Circular at which an ordinary resolution, among others, will be proposed to approve the Subscription Agreement pursuant to which the Subscription will be effected. The vote of the Independent Shareholders at the AGM will be taken by way of a poll.

A form of proxy for use at the AGM is enclosed. Whether or not Shareholders are able to attend the AGM, they are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon. To be valid, for holders of A Shares, this form of proxy, together with the notarised power of attorney or other document of authorisation (if any), must be delivered to the Secretariat of the Board of Directors of the Company at Room 0610, Block C, 9 Dongzhimen North Street, Dongcheng District, Beijing, PRC (postal code: 100007) not less than 24 hours before the time appointed for the AGM. In order to be valid, for holders of H Shares, the above documents must be delivered to Hong Kong Registrars Limited, 17Mth Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong within the same period.

Holders of A Shares and H Shares whose names appear on the register of members of the Company after office hours on 11 May 2010 are entitled to attend the AGM. The register of

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LETTER FROM THE BOARD

members of H Shares of the Company will be closed from 20 April 2010 to 20 May 2010 (both days inclusive), during which period no share transfer of H Shares will be registered.

The Articles of Association provide that Shareholders who intend to attend the AGM shall lodge a written reply to the Company 20 days before the date of the AGM (the “ Reply Date ”). In case the written replies received by the Company from the Shareholders indicating their intention to attend the EGM represent less than one half of the total number of voting shares, the Company shall within five days from the Reply Date inform the Shareholders of the proposed matters for consideration at the AGM and the date and venue of the AGM by way of announcement. The AGM may be convened after the publication of such announcement.

You are urged to complete and return the form of proxy and reply slip whether or not you intend to attend the AGM. Completion and return of the form of proxy will not preclude you from attending and voting at the AGM (or any subsequent meetings following the adjournments thereof) should you wish to do so.

10. RECOMMENDATIONS

The Directors (excluding the independent non-executive Directors whose views are expressed in the letter from the Independent Board Committee set out on pages 14 to 15 of this Circular, after taking into account the advice from ICBCI set out in the letter from ICBCI on pages 16 to 28 of this Circular) believe that the Subscription is on normal commercial terms, in the ordinary and usual course of business, fair and reasonable and in the interests of the Company and the Shareholders as a whole, and therefore recommend the Independent Shareholders to vote in favour of the resolution numbered 7 set out in the notice of the AGM on pages N-1 to N-4 of this Circular.

The Directors believe that the Share Issue Mandate are in the interests of the Company as well as its Shareholders. Accordingly, the Directors recommend all Shareholders to vote in favour of the resolution numbered 8 set out in the notice of the AGM on pages N-1 to N-4 of this Circular.

11. ADDITIONAL INFORMATION

Your attention is drawn to (i) the letter from the Independent Board Committee set out on 14 to 15 of this Circular, (ii) the letter from ICBCI containing its advice to the Independent Board Committee and the Independent Shareholders set out on pages 16 to 28 of this Circular, and (iii) the information set out in the Appendix to this Circular.

Yours faithfully, By Order of the Board PetroChina Company Limited Jiang Jiemin

Chairman

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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PETROCHINA COMPANY LIMITED

(a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 857)

31 March 2010

To the Independent Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTION AND DISCLOSEABLE TRANSACTION SUBSCRIPTION FOR RMB2.441 BILLION NEW REGISTERED CAPITAL OF CHINA PETROLEUM FINANCE CO., LTD

We refer to the circular (the “Circular”) dated 31 March 2010 issued by the Company to the Shareholders of which this letter forms a part. Terms defined in the Circular shall have the same meaning when used in this letter, unless the context otherwise requires.

On 25 March 2010, the Board announced that the Company entered into the Subscription Agreement with CPF and CNPC on 25 March 2010, pursuant to which the parties have agreed for the Company to contribute a total capital of RMB9.618 billion (approximately HK$10.965 billion) to (a) subscribe for a total of RMB2.441 billion new registered capital of CPF (approximately HK$2.783 billion) and (b) account the remaining RMB7.177 billion into the capital reserves of CPF.

As each of CPF and CNPC is a connected person of the Company, the Subscription constitutes a connected transaction of the Company and is subject to the Independent Shareholders’ approval.

In view of the interest of the Independent Shareholders, we have been appointed as the Independent Board Committee to consider and advise the Independent Shareholders as to whether, in our view, the Subscription is on normal commercial terms, in the ordinary and usual course of business, fair and reasonable and in the interest of the Company and the Shareholders as a whole.

ICBCI has been appointed as the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders to advise as to: (a) whether or not the Subscription Agreement are on normal commercial terms and the terms of the Subscription Agreement are fair and reasonable so far as the Independent Shareholders are concerned; and

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LETTER FROM THE INDEPENDENT BOARD COMMITTEE

(b) whether or not the entering into the Subscription Agreement is in the interests of the Company and its Shareholders as a whole. The text of the letter of advice from ICBCI containing recommendations and the principal factors that they have taken into account in arriving at their recommendations are set out on pages 16 to 28 of the Circular.

Having considered the information set out in the Letter from the Board and the principal factors, reasons and recommendations set out in the letter from ICBCI, we are of the opinion that the Subscription is on normal commercial terms, in the ordinary and usual course of business, fair and reasonable and in the interest of the Company and the Shareholders as a whole.

Accordingly, we recommend that the Independent Shareholders vote in favour of the resolution numbered 7 set out in the notice of the AGM on pages N-1 to N-4 of the Circular to approve the terms of the Subscription Agreement at the AGM.

Yours faithfully, Chee-chen Tung Liu Hongru Franco Bernabe` Li Yongwu Cui Junhui

Independent Board Committee

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LETTER FROM ICBCI

The following text is the text of the letter of advice dated 31 March 2010 from ICBCI to the Independent Board Committee and the Independent Shareholders for the purpose of inclusion in this circular.

31 March 2010

To the Independent Board Committee and the Independent Shareholders

Dear Sirs,

CONNECTED TRANSACTION AND DISCLOSEABLE TRANSACTION

INTRODUCTION

We refer to our engagement to advise the Independent Board Committee and the Independent Shareholders in relation to the Subscription. Details of the Subscription are set out in the circular of the Company dated 31 March 2010 to its Shareholders (the “Circular”) of which this letter forms part. ICBCI has been appointed as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders as to: (a) whether or not the Subscription Agreement are on normal commercial terms and the terms of the Subscription Agreement are fair and reasonable so far as the Independent Shareholders are concerned; and (b) whether or not the entering into the Subscription Agreement is in the interests of the Company and its Shareholders as a whole. The terms used in this letter shall have the same meanings as defined in the Circular unless the context otherwise requires.

As the applicable percentage ratios as calculated pursuant to Rule 14.07 of the Listing Rules exceed 5% but are less than 25%, the transaction as contemplated under the Subscription Agreement constitutes a discloseable transaction to the Company.

CNPC is the controlling shareholder of the Company, and CNPC owns 92.5% interest in CPF as at the date of the Circular, and therefore both CPF and CNPC are connected persons of the Company pursuant to Rule 14A.11 of the Listing Rules. Accordingly, the transaction as contemplated under the Subscription Agreement also constitutes a connected transaction to the Company and is subject to the Independent Shareholders’ approval according to Rule 14A.18 of the Listing Rules. CNPC and its respective associates will abstain from voting at the AGM in respect of the ordinary resolution to approve the Subscription.

In formulating our opinion and recommendations, we have relied, without assuming for independent verification, on the information and facts supplied to us by the Company and/or its advisers and have assumed that any representations made to us are true, accurate and

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LETTER FROM ICBCI

complete in all material respects as at the Latest Practicable Date. We have assumed that all data, representations and opinions contained or referred to in the Circular are fair and reasonable and have been relied upon. We have also assumed that no material facts have been omitted and we are not aware of any facts or circumstances which would render the data provided and the representations made to us untrue, inaccurate or misleading. We have no reason to doubt the truth, accuracy and completeness of the data and representations provided to us by the Company and/or its advisers. The Directors have collectively and individually accepted full responsibility for the accuracy of the information contained in the Circular and have confirmed, having made all reasonable enquiries that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement in the Circular misleading. We consider that we have reviewed sufficient information to reach an informed view in order to provide a reasonable basis for our advice. We have not, however, conducted any independent in-depth investigation into the business and financial performance of the Company, CNPC, CPF or any of their respective subsidiaries and associated companies. As the independent financial adviser to the Independent Board Committee and the Independent Shareholders, we have not been involved in the negotiations in respect of the terms of the Subscription Agreement. Our opinion has been made on the assumption that all obligations to be performed by each of the parties to the Subscription Agreement will be fully performed in accordance with the terms thereof.

Our opinion is based upon the financial, economic, market, regulatory, and other conditions as they exist on, and the facts, information, and opinions made available to us up to the Latest Practicable Date. We have no obligation to update this opinion to take into account events occurring after the Latest Practicable Date. This letter is for the information of the Independent Board Committee and the Independent Shareholders solely in connection with their consideration of the Subscription Agreement and, except for its inclusion in this circular, is not to be quoted or referred to, in whole or in part, nor shall this letter be used for any other purpose, without our prior written consent.

PRINCIPAL FACTORS AND REASONS

In arriving at our opinion, we have taken the following principal factors and reasons into consideration:

1. Background and rationale of the Subscription

1.1 Background of the Company

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LETTER FROM ICBCI

1.2 Reasons for the Subscription

CPF is a non-banking financial institution established with the approval of The People’s Bank of China and is held as to 92.5% and 7.5% by CNPC and the Company respectively as at the date of the Circular. The registered capital of CPF is approximately RMB3 billion. In the places where some of CNPC’s members are located, CPF has established Daqing branch, Shenyang branch, Jilin branch, Xi’an branch and 61 operating units, and furthermore, it has also set up a subsidiary in Hong Kong, namely China Petroleum Finance (Hong Kong) Limited (“CPF HK”).

The following diagrams provide an illustration of the shareholding structures of CPF before and after completion of the Subscription.

Shareholding structure of CPF before completion of the Subscription:

==> picture [269 x 192] intentionally omitted <==

----- Start of picture text -----

CNPC
Controlling
The Company
7.5% 92.5%
CPF
----- End of picture text -----

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LETTER FROM ICBCI

Shareholding structure of CPF after completion of the Subscription:

==> picture [269 x 191] intentionally omitted <==

----- Start of picture text -----

CNPC
Controlling
The Company
49% 51%
CPF
----- End of picture text -----

CPF has maintained long-term close co-operation with the Company since the establishment of the Company. CPF has not only provided a convenient and timely settlement platform, but also provided strong financing support to the Company by provision of relatively low-cost corporate loans.

During the period from January 2006 to June 2009, the external settlement transactions CPF processed for the Company had accounted to 52.32% of the total settlement amount handled by CPF for CNPC. During the same period, average loans provided by CPF to the Company accounted for 40.99% of the total loans and advances made by CPF, while average deposits by the Company in CPF accounted for only 7.85% of the total amount of deposits of CPF. Compared with the respective interest rates on loans provided by other banks to the Company, interest rates on loans granted by CPF to the Company is generally lower than market rate, which has not only reduced the financing costs and external financing needs of the Company, but also, as the Directors believe, enhanced the Company’s bargaining power when dealing with commercial banks, enabled the commercial banks to provide services of higher quality to the Company, and improved the Company’s financing conditions and environments. Meanwhile, the establishment of CPF HK has also broadened the channel of financing for overseas projects of the Company.

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LETTER FROM ICBCI

In recent years, CPF has achieved sustainable growth in terms of scale of operation and profitability. It has ranked first among its domestic peers (finance companies excluding banks and other financial institutions in China) in terms of total assets, settlement volume, revenue and profit according to the 2009 yearbook of finance companies in China. The major operational indicators, extracted from the audited financial statements of CPF prepared in accordance with the PRC GAAP for the four years ended 31 December 2009 and six months ended 30 June 2009, are shown as below:

				(RMB’ Million)	(RMB’ Million)
					As at
		As at 31	December		30 June
	2006	2007	2008	2009	2009
Total assets	219,772	218,917	284,309	384,459	318,832
Loans and advances
to customers	38,282	35,697	53,808	101,944	57,953
Deposits	169,765	155,963	149,975	233,639	153,225
Net asset value	7,085	9,054	10,479	12,016	11,458
Total liabilities	212,687	209,863	273,830	372,443	307,374
Net asset value per
share (RMB)	2.36	3.02	3.49	4.01	3.82
					For the
					six months
					ended
	For	the year ended 31 December			30 June
	2006	2007	2008	2009	2009
Revenue	2,432	4,362	3,237	4,002	2,279
Net interest income	153	194	242	504	170
Net profit	1,285	2,564	2,171	2,296	1,463

For each of the four years ended 31 December 2009, CPF achieved a revenue of RMB2,432 million, RMB4,362 million, RMB3,237 million and RMB4,002 million respectively, and net profit of RMB1,285 million, RMB2,564 million, RMB2,171 million and RMB2,296 million respectively, which represent an overall increase of 64.6% in revenue and 78.7% in net profit. The substantial growth of financial performance in 2007 and a slight decrease in 2008 are mainly attributable to the fluctuation of investment income, which increased from RMB1,840 million in 2006 to RMB4,176 million in 2007 and then decreased to RMB3,018 million in 2008. The total assets of CPF also increased by 74.9% from RMB219,772 million as at 31 December 2006 to RMB384,459 million as at 31 December 2009.

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LETTER FROM ICBCI

We concur with the Directors that the Subscription will bring the Company the following benefits:

(1) following completion of the Subscription and as a result of the increase of the Company’s shareholding in CPF from 7.5% to 49%, the new shareholding structure is more compatible with the quantity of business between the Company and CPF, and the Company will consequently enjoy more benefits from the robust capital management income of CPF, which will bring new opportunities for the Company to enhance its financial profitability and to strengthen its return on equity to the shareholders of the Company;
(2) resulting from the enhanced strength of CPF following the Subscription, the Company will benefit from more integrated financial services provided by CPF domestically and overseas, as well as reduced financing and trading costs of the Company; and
(3) the Subscription will strengthen CPF’s capital adequacy, improve its financial performance indexes and satisfy the long-term development and regulatory necessities for CPF, which will in return provide more comprehensive accounting management services and financial support to the members of the CNPC group, including the Company.
1.3 Main clauses of the Subscription Agreement

Date: 25 March 2010 Parties: (a) the Company; (b) CPF; and (c) CNPC

Subject matter and consideration

The Company will contribute a total capital of RMB9,618 million (approximately HK$10,965 million) in cash to (a) subscribe for a total of RMB2,441 million new registered capital of CPF (approximately HK$2,783 million); and (b) account the remaining RMB7,177 million (approximately HK$8,182 million) into the capital reserves of CPF.

Upon completion of the Subscription, the registered capital of CPF will increase from RMB3,000 million to RMB5,441 million, and the shareholding of CNPC in CPF will decrease from 92.5% to 51%, while the shareholding of the Company in CPF will increase from 7.5% to 49%.

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LETTER FROM ICBCI

Conditions precedent:

The payment of consideration by the Company to CPF is conditional upon satisfaction in full of the following conditions:

a. each of the Company and CNPC having obtained their respective effective approvals from their respective internal authorities of the Subscription;
b. CPF having obtained effective approvals from its internal authorities of the Subscription, including but not limited to: (i) the subscription plan, (ii) changes to the registered capital and share structure and amendments to the articles of association of CPF resulting from the Subscription, and (iii) other matters in relation to the Subscription;
c. the approval by the Banking Regulatory Agencies of the Subscription having been obtained; and
d. all undertakings, representations and warranties given by the parties in the Subscription Agreement being true and accurate.

Payment:

The total consideration of RMB9,618 million will be paid by the Company to a designated account of CPF in full in cash on the Completion Date.

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LETTER FROM ICBCI

2. Financial assessment of the terms of the consideration

2.1 Basis of the consideration

BDO China Shu Lun Pan CPAS ( ), public accountants independent of the Company, audited the financial statements of CPF as at 30 June 2009. In accordance with the audited financial statements of CPF prepared under the PRC GAAP and following adjustments of the long-term equity investment based on the equity approach as at 30 June 2009, the net assets of CPF amounted RMB11,461 million as at 30 June 2009.

According to the enterprise valuation report of CPF prepared by Beijing Zhongfeng Assets Appraisal Co., Ltd. ( ) (the “Valuer”), valuers independent of the Company, the market value of the total equity attributable to equity holders of CPF is RMB11,823 million, which compared to the book value of the net assets of CPF for the same period (in accordance with the audited financial statements of CPF prepared under the PRC GAAP), increased by RMB601 million, representing a premium of 5.36% and compared to the book value of the net assets of CPF for the same period (in accordance with the audited financial statements of CPF prepared under the PRC GAAP and following adjustments based on the equity approach), increased by RMB362 million, representing a premium of 3.16%. As the registered capital of CPF is RMB3,000 million, the valuation of the equity per share is RMB3.94 as at 30 June 2009.

We have reviewed the enterprise valuation report of CPF and discussed with the Valuer on the basis and assumptions behind the report, which we are satisfied with, and understand that the appraised shareholders’ equity was determined by the asset-based approach and the income approach in accordance with the applicable valuation principles generally adopted in the PRC, and that an integrated market analysis has been factored in the valuation. The total shareholders’ equity was based on the audited net assets of CPF of RMB11.46 billion as at 30 June 2009 and adjusted by the fair value of the assets of CPF.

Based on the calculation adopting the asset-based approach, as at 30 June 2009, the valued total assets of CPF was RMB292,685 million, which compared to the book value of the total assets of CPF for the same period (in accordance with the audited financial statements of CPF prepared under the PRC GAAP), increased by RMB393 million, representing a premium of 0.13%. The valued liabilities of CPF was RMB281,027 million, which compared to the book value of the liabilities of CPF for the same period (in accordance with the audited financial statements of CPF prepared under the PRC GAAP), decreased by RMB43 million, representing a discount of 0.02%. The valued net assets of CPF was RMB11,657 million, which (i) compared to the book value of the net assets of CPF for the same period (in accordance with the audited financial statements of CPF prepared under the PRC GAAP), increased by RMB435 million, representing a premium of 3.88%, and (ii) compared to the book value of the net assets of CPF for the same period (in accordance with the audited financial statements of CPF prepared under the PRC GAAP and following adjustments based on the equity approach), increased by RMB196 million, representing a premium of 1.72%.

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LETTER FROM ICBCI

The consideration of the Subscription was arrived at after arm’s length negotiations between CNPC and the Company and is equivalent to the valuation of the equity per share of RMB3.94 as at 30 June 2009, therefore, the consideration for the Subscription of a total of RMB2,441 million new registered capital of CPF is RMB9,618 million. The consideration has already taken into account of the current market environment, the operation status, the profitability, and the cash flow generating ability of CPF.

Having considered that the consideration of the Subscription per share was arrived at on a fair and equal basis to the valuation of the equity per share as at 30 June 2009, the valuation was determined in accordance with the applicable valuation principles generally adopted in the PRC, and the consideration has already taken into account of the market environment and the financial performance of CPF, we concur with the Board that the basis of the consideration of the Subscription Agreement are on normal commercial terms and are fair and reasonable and in the interests of the Company and its shareholders as a whole.

2.2 Valuation of CPF

In assessing the fairness and reasonableness in terms of the Subscription, we have taken into consideration the price/book value ratio (“P/B Ratio”) and price/earnings ratio (“P/E Ratio”) (both based on the consideration of the Subscription) with reference to those of similar transactions in the PRC.

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LETTER FROM ICBCI

In assessing the fairness and reasonableness of the Subscription, we have considered the P/B Ratio and P/E Ratio of other similar	transactions involving listed companies in Hong Kong and PRC for the recent four years since 2006, with capital injection amounts over	RMB100 million which are not proportional to the original shareholding (“Comparable Transactions”). For each of the Comparable	Transactions, we compared the reported consideration for the subscription with the respective target company’s equity interests. We	calculated the P/E Ratio and P/B Ratio of the Subscription based on the consideration to be paid by the Company to CPF, the earnings	for the financial year ended 31 December 2009 and the book value as at 31 December 2009 of CPF. We believe that the following analysis	of the Comparable Transactions provides a meaningful benchmark for the unilateral Subscription by the Company. The results of the	analysis, including the corresponding ratios based on their respective subscription amount, are set out in the table below.	Registered	capital Shareholding Registered Year/Period Year/Period	before before capital after Shareholding end date of end date of	Target company for Capital injector/ Injection capital capital capital after capital Net assets net assets Price per Net profit net profit	Date announced capital injection acquier (stock code) amount injection injection injection injection per share per share share per share per share P/B P/E	(RMB’million) (RMB’million) (%) (RMB’million) (%) (RMB) (RMB) (RMB) (RMB) (x) (x)	2006-3-31 Sinopec Finance Co., China Petroleum & 1,602 3,500 38.22% 6,000 49.00% 1.19 2005-12-31 1.00 0.11 2005-12-31 0.84 9.23	Ltd Chemical	Corporation Limited	(600028.CH &	386.HK)	2006-12-14 China Huadian Huadian Power 147 500 0.00% 800 15.00% 1.14 2005-12-31 1.23 0.09 2005-12-31 1.08 13.55	Corporation Finance International	Company Limited Corporation Limited	(600027.CH &	1071.HK)	2008-1-7 China Huadian Huadian Power 149 1,100 15.00% 1,390 20.46% 0.88 2006-12-31 1.25 0.09 2006-12-31 1.42 14.17	Corporation Finance International	Company Limited Corporation Limited	(600027.CH &	1071.HK)	2008-1-11 Zhuhai Gree Group Gree Electric 1,219 350 49.92% 1,500 88.31% 1.10 2006-12-31 1.06 0.04 2006-12-31 0.96 28.21	Finance Co., Ltd Appliances, Inc. of	Zhuhai Co., Ltd	(000651.CH)	2009-9-30 Hunan Valin Iron & Hunan Valin Steel 221 300 51.67% 600 55.00% 1.26 2009-08-31 1.26 0.10 2008-12-31 1.00 12.39	Steel Group Finance Co., Ltd	Zhongshan (000932.CH)

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LETTER FROM ICBCI

	Ratio	Ratio
Lowest	0.84	9.23
Highest	1.42	28.21
Median	1.00	13.55
Average	1.06	15.51
Subscription	0.98	5.15

Source: The information was extracted from publicly available information such as circulars and/or announcements, as at the latest practicable date

Note: P/B Ratios and P/E Ratios are calculated based on following formulas

P/B Ratio = Subscription price per share for respective Subscriptions/Net asset value per share as at the latest practicable date
P/E Ratio = Subscription price per share for respective Subscriptions/Annual net profit per share as at the latest practicable date

Based on the consideration for the Subscription of RMB9,618 million and the audited net asset value of CPF as at 31 December 2009 of RMB12,016 million, the P/B Ratio for the Subscription is approximately 0.98 times. In view of the above analysis, we consider that the P/B Ratio for the Subscription lies within the range of the P/B Ratios of the Comparable Transactions and is lower than the average of the Comparable Transactions, indicating the relatively low cost of the Subscription.

According to the audited financial statements, the net profit of CPF for the year ended 31 December 2009 was RMB2,296 million, and hence the P/E Ratio for the Subscription would be 5.15 times. The P/E Ratio for the Subscription is lower than the lowest P/E Ratio of the Comparable Transactions, and is also lower than their average, indicating the relatively low cost of the Subscription and constant support from CNPC to the Company, which is in the interest of the Company and its Shareholders as a whole.

Given that Gree Electric Appliances, Inc. of Zhuhai Co., Ltd. was able to obtain majority control of the target company and Hunan Valin Steel Co., Ltd. was already a majority shareholder of the target company in the abovementioned subscriptions, we therefore has also performed an analysis of the P/B Ratios and P/E Ratios of the first three Comparable Transactions listed in the table on page 25, in which the capital injectors would not become majority shareholders after completion of the subscriptions and thus are more comparable to the Subscription, and the results are set out as below.

	Ratio	Ratio
Lowest	0.84	9.23
Highest	1.42	14.17
Median	1.08	13.55
Average	1.11	12.32
Subscription	0.98	5.15

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LETTER FROM ICBCI

As shown in the table above, the P/B Ratio of the Subscription lies within the range and is lower than the average of the P/B Ratios of the first three Comparable Transactions, and the P/E Ratio of the Subscription is lower than any of the P/E Ratios of the first three Comparable Transactions.

In view of the lower P/B Ratios and P/E Ratios as compared to those of the Comparable Transactions, as well as the operating status, the profitability and the cash flow generating ability of CPF, we consider that the consideration of the Subscription is fair and reasonable and in the interests of the Company and its Shareholders as a whole.

3. Potential financial impact on the Company

Prior to completion of the Subscription, investment in CPF is incorporated on the balance sheet of the Company at investment cost less any impairment of the value of investments, and the results of CPF are not incorporated but instead, the dividend income is incorporated on the income statement of the Company. After completion of the Subscription, the equity interest of the Company in CPF would increase from 7.5% to 49% and CPF will become an associate company of the Company according to the IFRS, while the equity interest of CNPC in CPF would be diluted from 92.5% to 51%. Hence, the investment in CPF would be incorporated under investments in associates which would be accounted for by the equity method of accounting in the consolidated financial statements of the Group and would be initially recognized at cost. Under the equity method of accounting in the IFRS, the Group’s share of post-acquisition profits or losses of associates is recognized in the consolidated profit and loss account and its share of post-acquisition movements in reserves is recognized in reserves from the date of the completion of the Subscription Agreement.

Based on the audited financial statements of CPF prepared in accordance with PRC GAAP, profit attributable to equity holders for the financial year ended 31 December 2009 was approximately RMB2,296 million. Disregarding the potential increase in profitability of CPF in the coming future, as the Company’s equity interest in CPF will increase from 7.5% to 49% after the Subscription, the Board believes that the increased earnings to be brought about by the Subscription attributable to the Company is expected to be incorporated and reflected onto the consolidated financial statements in the subsequent years.

The consideration for the Subscription of CPF is approximately RMB9,618 million which will be settled in cash by internal funds of the Company. According to the unaudited financial statements prepared in accordance with PRC GAAP, as at 30 September 2009, the Company recorded the total cash and cash equivalents of approximately RMB151.7 billion, of which the consideration represented approximately 6.3% of the total cash and cash equivalents. Therefore, the Subscription is not expected to cause a significant impact on the liquidity of the Company.

RECOMMENDATIONS

Having considered all of the above principal factors and reasons, in particular,

The scale of CPF’s asset and profitability has undergone stable growth in the recent years. After the Subscription, the Company would be able to benefit from the growing financial return from CPF more effectively in the future;

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LETTER FROM ICBCI

After the Subscription, the registered capital of CPF would be enlarged to RMB5,441 million. Such increase would greatly enhance its resilience to operational risk and in favor of its self-development as well as the overall development of CNPC’s financial business. In addition, the industrial position of CPF would also be flourished by the Subscription, which would lay a solid foundation for CPF to capture future business opportunities;
The Company will have relatively lower than market finance costs and can more effectively leverage on the financial platform of CPF;
In view of the prominent industry position and operating conditions of CPF and comparing with other companies with the similar transactions, the consideration paid for the Subscription is considered fair and reasonable; and
The Subscription does not cause any significant potential adverse financial impact on the Company,

we consider that the Subscription Agreement has been entered into on normal commercial terms and are fair and reasonable so far as the Independent Shareholders are concerned; and the entering into of the Subscription Agreement is in the interest of the Company and its Shareholders as a whole. Therefore, we advise the Independent Board Committee to recommend the Independent Shareholders to vote in favour of the proposed resolution to approve the Subscription Agreement and the transaction contemplated thereunder at the AGM.

Yours faithfully, For and on behalf of

ICBC International Capital Limited Kevin Ma

Senior Vice President

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GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This Circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company.

The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this Circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, opinions expressed in this Circular have been arrived at after due and careful consideration and there are no other facts the omission of which would make any statement in this Circular misleading.

2. DISCLOSURE OF INTERESTS

As at Latest Practicable Date, the following Directors, supervisors and chief executives of the Company had, or were deemed to have, interests or short positions in the Shares, underlying Shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Hong Kong Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were deemed or taken to have under such provisions of the SFO), or which are required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or which are required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules, to be notified to the Company and the Hong Kong Stock Exchange:

		Types of	Number of
Name of Director	Position	Shares	Shares held
Yu Yibo	Supervisor	A Shares	66,500
Wang Shali	Supervisor	A Shares	7,000
		H Shares	18,000

As at the Latest Practicable Date:

(a) save as disclosed above, none of the Directors, supervisors or chief executives of the Company had any interests or short positions in the Shares, underlying Shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Hong Kong Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were deemed or taken to have under such provisions of the SFO), or which are required, pursuant to Section 352 of the SFO, to be entered in the register referred to therein, or which are required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules, to be notified to the Company and the Hong Kong Stock Exchange.
(b) the Company has not granted its Directors, chief executive or their respective spouses or children below 18 any rights to subscribe for its equity securities or debt securities;

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GENERAL INFORMATION

APPENDIX

(c) apart from Mr Jiang Jiemin (Chairman), Mr Zhou Jiping (Vice Chairman), Mr Wang Yilin, Mr Zeng Yukang, Mr Wang Fusheng, Mr Li Xinhua, Mr Liao Yongyuan and Mr Wang Guoliang, who are deemed by the Listing Rules of Shanghai Stock Exchange as connected directors of the Company and by the Listing Rules as having a material interest in the Subscription by virtue of their positions in CNPC and therefore abstained from voting at the board meeting held on 24 and 25 March 2010 in respect of the Subscription Agreement, none of the Directors was materially interested in any contract or arrangement entered into by any member of the Group since 31 December 2008, being the date to which the latest published audited financial statements of the Company were made up, and which was subsisting as at the Latest Practicable Date and significant in relation to the business of the Group;
(d) none of the Directors had any direct or indirect interest in any assets which have been since 31 December 2008, being the date to which the latest published audited annual financial statements of the Company were made up, acquired or disposed of by or leased to any member of the Group, or are proposed to be acquired or disposed of by or leased to any member of the Group; and
(e) save as disclosed above, none of the Directors or, so far as is known to them, any of their respective associates was interested in any business (apart from the Group’s business) which competes or is likely to compete either directly or indirectly with the Group’s business (as would be required to be disclosed under Rule 8.10 of the Hong Kong Listing Rules if each of them were a controlling shareholder).

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GENERAL INFORMATION

APPENDIX

3. INTERESTS AND SHORT POSITIONS OF SUBSTANTIAL SHAREHOLDERS AND OTHER PERSONS

				Percentage	Percentage
				of such
				Shares in
				the same
				class of		Percentage
	Types of			the issued		of total
Name of Shareholder	Shares	Number of Shares	Capacity	share	capital	share capital
					(%)	(%)
CNPC	A Shares	157,764,597,259 (L)	Beneficial Owner		97.43	86.20
	H Shares	150,720,000 (L)(1)	Interest of		0.714	0.082
			controlled
			corporation
JP Morgan Chase &	H Shares	1,070,760,070 (L)	Beneficial Owner/		5.07	0.59
Co.(2)			Investment
			Manager/
			Custodian/
			Approved
			Lending Agent
		61,594,980 (S)	Beneficial Owner		0.29	0.03
		863,991,966 (LP)	Custodian/		4.09	0.47
			Approved
			Lending Agent

(L) Long position
(S) Short position
(LP) Lending pool
Note 1: 150,720,000 H Shares were held by Fairy King Investments Limited, an overseas wholly-owned subsidiary of CNPC. CNPC is deemed to be interested in the H Shares held by Fairy King Investments Limited.
Note 2: JPMorgan Chase & Co., through various subsidiaries, had an interest in the H Shares of the Company, of which 110,267,402 H Shares (long position) and 61,594,980 H Shares (short position) were held in its capacity as beneficial owner, 96,500,702 H Shares (long position) were held in its capacity as investment manager and 863,991,966 H Shares (long position) were held in its capacity as custodian / approved lending agent. These 1,070,760,070 H Shares (long position) included the interests held in its capacity as beneficial owner, investment manager and custodian / approved lending agent.

Save as disclosed above, the Directors and chief executive of the Company are not aware that there is any party who, as at the Latest Practicable Date, had an interest or a short position in the shares and underlying shares which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO or who are directly or indirectly interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings.

– 31 –

GENERAL INFORMATION

APPENDIX

4. DIRECTORS SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had, or is proposed to have, a service contract with any member of the Group (excluding contracts expiring or determinable by the employer within one year without compensation (other than statutory compensation)).

5. MATERIAL ADVERSE CHANGES

The Directors are not aware of any material adverse change in the financial and trading position of the Group since 31 December 2008, the date to which the latest published audited consolidated accounts of the Group were made up.

6. LITIGATION

As at the Latest Practicable Date, none of the members of the Group was engaged in any litigation of material importance and there was no litigation or claim of material importance known to the Directors to be pending or threatened by or against any member of the Group.

7. EXPERTS AND CONSENTS

(a) The names and qualifications of the professional advisers to the Company who have been named in this Circular or given their opinion or advice which are contained in this Circular are set out below:

Qualification

Name Qualification ICBC International Capital a licensed corporation carrying out Type 1 Limited (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO

(b) ICBCI has given and has not withdrawn its written consent to the issue of this Circular with the inclusion of references to its name in the form and context in which it appears.
(c) Save as disclosed in this Circular, as at the Latest Practicable Date, ICBCI does not have any shareholding in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.
(d) As at the Latest Practicable Date, ICBCI was not interested, directly or indirectly, in any assets which had since 31 December 2008 (the date to which the latest published audited consolidated accounts of the Group were made up) been acquired or disposed of by or leased to any member of the Group or which are proposed to be acquired or disposed of by or leased to any member of the Group.

– 32 –

GENERAL INFORMATION

APPENDIX

8. GENERAL

(a) The secretary to the Board is Mr. Li Hualin.
(b) The registered office of the Company is at 16 Andelu, Dongcheng District, Beijing, 100011, the PRC.
(c) The principal share register and transfer office for the H Shares is Hong Kong Registrars Limited, Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong.
(d) In the event of inconsistency, the English language text of this Circular shall prevail over the Chinese language text.

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection at Freshfields Bruckhaus Deringer, 11th Floor, Two Exchange Square, Central, Hong Kong during normal business hours on any business day for a period of 14 days from the date of this Circular:

(a) the Subscription Agreement;
(b) the letter from the Board;
(c) the letter from the Independent Board Committee, the text of which is set out on pages 14 and 15 of this Circular;
(d) the letter from ICBCI to the Independent Board Committee and the Independent Shareholders, the text of which is set out on pages 16 to 28 of this Circular; and
(e) the written consents referred to in paragraph 7 headed “Experts and Consents” in this Appendix.

– 33 –

NOTICE OF AGM

==> picture [227 x 86] intentionally omitted <==

PETROCHINA COMPANY LIMITED

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

(Stock Code: 857)

NOTICE OF ANNUAL GENERAL MEETING FOR THE YEAR 2009

NOTICE IS HEREBY GIVEN that an Annual General Meeting of PetroChina Company Limited (the “Company”) for the year 2009 will be held at Beijing Oriental Bay International Hotel, 26 Anwai Xibinhe Road, Dongcheng District, Beijing, the PRC on Thursday, 20 May 2010 at 9:00 a.m. to consider, approve and authorise the following matters:

ORDINARY RESOLUTIONS

To consider and, if thought fit, to pass the following as ordinary resolutions:

the Report of the Board of Directors of the Company for the year 2009;
the Report of the Supervisory Committee of the Company for the year 2009;
the Audited Financial Statements of the Company for the year 2009;
the declaration and payment of the final dividends for the year ended 31 December 2009 in the amount and in the manner recommended by the Board of Directors;
the authorisation of the Board of Directors to determine the distribution of interim dividends for the year 2010;
the continuation of appointment of PricewaterhouseCoopers, Certified Public Accountants, as the international auditors of the Company and PricewaterhouseCoopers Zhong Tian CPAs Company Limited, Certified Public Accountants, as the domestic auditors of the Company, for the year 2010 and to authorise the Board of Directors to fix their remuneration; and
the transaction as contemplated in the Subscription Agreement entered into between the Company, China Petroleum Finance Co., Ltd and China National Petroleum Corporation dated 25 March 2010.

– N-1 –

NOTICE OF AGM

SPECIAL RESOLUTION

To consider and, if thought fit, to pass the following as special resolution:

“ THAT :

(a) The Board of Directors be and is hereby granted an unconditional general mandate to separately or concurrently issue, allot and deal with additional domestic shares and overseas listed foreign shares of the Company in accordance with the status quo of the market, including to decide on the class and number of shares to be issued; the pricing mechanism and/or the issue price (or the range of issue price); the opening and closing date and time of such issue; the class and number of shares to be issued and allotted to current shareholders of the Company; and/or to make any proposals, enter into any agreements or grant any share options or conversion rights which may involve the exercise of the power mentioned above.
(b) The number of the domestic shares and overseas listed foreign shares issued and allotted or agreed conditionally or unconditionally to be issued and allotted (whether or not by way of the exercise of share options, conversion rights or by any other means) in accordance with (a) above shall not exceed 20% of each of the existing domestic shares and overseas listed foreign shares of the Company in issue as at the date of this resolution.
(c) The Board of Directors may make any proposals, enter into any agreements or grant any share options or conversion rights which may involve the exercise, after the expiry of the relevant period of this mandate, of the power mentioned above.
(d) For the purposes of this resolution, the relevant period of this mandate means the period from the passing of this resolution until the earliest of: (i) the conclusion of the next annual general meeting of the Company following the passing of this resolution; (ii) the expiration of the 12-month period following the passing of this resolution; or (iii) the date on which the authority set out in this resolution is revoked or varied by a special resolution of the shareholders of the Company in a general meeting.
(e) The Board of Directors be and is hereby authorised to make such amendments to the Articles of Association of the Company as it thinks fit so as to reflect the increased registered share capital and the new capital structure of the Company by reference to the manner of the allotment and issuance, class and number of shares of the Company allotted and issued, as well as the capital structure of the Company after such allotment and issuance.
(f) The Board of Directors be and is hereby authorised to execute and do or procure to be executed and done, all such documents, deeds and things as it

– N-2 –

NOTICE OF AGM

may consider necessary in connection with the issue of such shares so long as the same does not contravene and laws, rules, regulations or listing rules of the stock exchanges on which the shares of the Company are listed, and the Articles of Association of the Company.

(g) In order to facilitate the issuance of shares in accordance with this resolution in a timely manner, the Board of Directors be and is hereby authorised to establish a special committee of the Board of Directors comprising Jiang Jiemin, Zhou Jiping and Wang Guoliang and to authorise such committee to exercise all such power granted to the Board of Directors to execute and do all such documents, deeds and things as it may consider necessary in connection with the issue of such shares contingent on the passing of sub-paragraphs (a) to (f) of this resolution and within the relevant period of this mandate.

The Board of Directors and the special committee of the Board of Directors will only exercise its respective power under such mandate in accordance with the Company Law of the PRC, the Securities Law of the PRC, regulations or the listing rules of the stock exchange on which the Shares of the Company are listed (as amended from time to time) and only if all necessary approvals from the China Securities Regulatory Commission and/or other relevant PRC government authorities are obtained and the special committee of the Board of Directors will only exercise its power under such mandate in accordance with the power granted by the shareholders at the annual general meeting to the Board of Directors.”

By Order of the Board PetroChina Company Limited Jiang Jiemin Chairman

Beijing, 31 March 2010

Notes:

Important: You should first review the circular of the Company dated 31 March 2010 and the annual report of the Company for the year 2009 before appointing a proxy. The circular and the annual report for the year 2009 is expected to be despatched to the shareholders of the Company (the “Shareholders”) on or before 30 April 2010 to the addresses as shown in the register of members of the Company.
The register of members of H Shares of the Company will be closed from 20 April 2010 to 20 May 2010 (both days inclusive), during which time no share transfers of H Shares will be effected. Holders of the Company’s A Shares and H Shares whose names appear on the register of members of the Company after the close of business on 11 May 2010 are entitled to attend and vote in respect of all resolutions to be proposed at the annual general meeting.

The address of the share registrar of the Company’s H Shares is:

Hong Kong Registrars Limited Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong

– N-3 –

NOTICE OF AGM

Each Shareholder entitled to attend and vote at the annual general meeting may appoint one or more proxies to attend and vote on his behalf at this annual general meeting. A proxy need not be a Shareholder.
A proxy of a Shareholder who has appointed more than one proxy may only vote on a poll.
The instrument appointing a proxy must be in writing under the hand of the appointer or his attorney duly authorised in writing, or if the appointer is a legal person, either under seal or under the hand of a director or a duly authorised attorney. If that instrument is signed by an attorney of the appointer, the power of attorney authorising that attorney to sign or other document of authorisation must be notarised. To be valid, for holders of A Shares, the notarised power of attorney or other document of authorisation, and the form of proxy must be delivered to the Secretariat of the Board of Directors of the Company (Address: Room 0610, Block C, 9 Dongzhimen North Street, Dongcheng District, Beijing, PRC (Postal code: 100007)) not less than 24 hours before the time appointed for the holding of the annual general meeting. In order to be valid, for holders of H shares, the above documents must be delivered to Hong Kong Registrars Limited (Address: 17Mth Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong) within the same period.
Shareholders who intend to attend this annual general meeting in person or by proxy should return the reply slip accompanying each notice of annual general meeting to the Secretariat of the Board of Directors on or before 29 April 2010 by hand, by post or by fax.
This annual general meeting is expected to last for half a day. Shareholders (in person or by proxy) attending this annual general meeting are responsible for their own transportation and accommodation expenses.
The address of the Secretariat of the Board of Directors is as follows:

Room 0610, Block C, 9 Dongzhimen North Street, Dongcheng District, Beijing, PRC Postal code: 100007 Contact person: Li Hualin Tel: 86(10) 5998 6223 Fax: 86(10) 6209 9557

As at the date of this notice, the Board of Directors comprises Mr Jiang Jiemin as the Chairman; Mr Zhou Jiping (Vice Chairman) and Mr Liao Yongyuan as executive Directors; Mr Wang Yilin, Mr Zeng Yukang, Mr Wang Fucheng, Mr Li Xinhua, Mr Wang Guoliang and Mr Jiang Fan as non-executive Directors; and Mr Chee-Chen Tung, Mr Liu Hongru, Mr Franco Bernabe`, Mr Li Yongwu and Mr Cui Junhui as independent non-executive Directors.

– N-4 –

AI assistant

FIH Mobile Limited — Proxy Solicitation & Information Statement 2010

50355_rns_2010-03-31_f400c5aa-7c4f-4b39-a5b5-930c5f9cccb2.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

PETROCHINA COMPANY LIMITED

(A) CONNECTED TRANSACTION AND DISCLOSEABLE TRANSACTION SUBSCRIPTION FOR RMB2.441 BILLION NEW REGISTERED CAPITAL OF CHINA PETROLEUM FINANCE CO., LTD

(B) SHARE ISSUE MANDATE

Letter from the Board

(A) Connected Transaction and Discloseable Transaction – Subscription for RMB2.441 Billion New Registered Capital of China Petroleum Finance Co., Ltd.

DEFINITIONS

DEFINITIONS

PETROCHINA COMPANY LIMITED

(Stock Code: 857)

To the Shareholders

(A) CONNECTED TRANSACTION AND DISCLOSEABLE TRANSACTION SUBSCRIPTION FOR RMB2.441 BILLION NEW REGISTERED CAPITAL OF CHINA PETROLEUM FINANCE CO., LTD

(B) SHARE ISSUE MANDATE

1. INTRODUCTION

2. THE SUBSCRIPTION AGREEMENT

The Subscription and the new registered capital of CPF

Consideration

LETTER FROM THE BOARD

Conditions precedent

The Subscription Agreement’s becoming effective

3. REASONS FOR AND BENEFITS OF THE SUBSCRIPTION

4. RELATIONSHIP BETWEEN THE PARTIES AND LISTING RULES IMPLICATIONS

5. INFORMATION ON THE COMPANY

6. INFORMATION ON CNPC

7. INFORMATION ON CPF

(B) SHARE ISSUE MANDATE

8. SHARE ISSUE MANDATE

(C) GENERAL

9. THE AGM

10. RECOMMENDATIONS

11. ADDITIONAL INFORMATION

PETROCHINA COMPANY LIMITED

CONNECTED TRANSACTION AND DISCLOSEABLE TRANSACTION SUBSCRIPTION FOR RMB2.441 BILLION NEW REGISTERED CAPITAL OF CHINA PETROLEUM FINANCE CO., LTD

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

LETTER FROM ICBCI

CONNECTED TRANSACTION AND DISCLOSEABLE TRANSACTION

INTRODUCTION

LETTER FROM ICBCI

PRINCIPAL FACTORS AND REASONS

1. Background and rationale of the Subscription

1.1 Background of the Company

1.2 Reasons for the Subscription

LETTER FROM ICBCI

LETTER FROM ICBCI

2. Financial assessment of the terms of the consideration

2.1 Basis of the consideration

LETTER FROM ICBCI

2.2 Valuation of CPF

LETTER FROM ICBCI

LETTER FROM ICBCI

3. Potential financial impact on the Company

RECOMMENDATIONS

ICBC International Capital Limited Kevin Ma

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS

4. DIRECTORS SERVICE CONTRACTS

5. MATERIAL ADVERSE CHANGES

6. LITIGATION

7. EXPERTS AND CONSENTS

Qualification

8. GENERAL

9. DOCUMENTS AVAILABLE FOR INSPECTION

PETROCHINA COMPANY LIMITED

NOTICE OF ANNUAL GENERAL MEETING FOR THE YEAR 2009

ORDINARY RESOLUTIONS

SPECIAL RESOLUTION

“ THAT :

Beijing, 31 March 2010

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FIH Mobile Limited Proxy Solicitation & Information Statement 2010