SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2008 PETROCHINA COMPANY LIMITED 16 ANDELU, DONGCHENG DISTRICT BEIJING, THE PEOPLE'S REPUBLIC OF CHINA, 100011 (Address of Principal Executive Offices) (Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.) Form 20-F X Form 40-F --- --- (Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.) Yes No X --- --- (If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ) ------- PetroChina Company Limited (the "Registrant") is furnishing under the cover of Form 6-K the Registrant's announcement with respect to the 2008 Interim Report. 2008 INTERIM REPORT PETROCHINA COMPANY LIMITED (photo) CONTENTS 002 CORPORATE PROFILE 005 SUMMARY OF ACCOUNTING DATA AND FINANCIAL INDICATORS 007 CHANGES IN SHARE CAPITAL AND INFORMATION ON SHAREHOLDERS 011 DIRECTORS' REPORT 030 SIGNIFICANT EVENTS 041 DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT 044 FINANCIAL STATEMENTS 145 DOCUMENTS AVAILABLE FOR INSPECTION 146 CONFIRMATION FROM THE DIRECTORS AND SENIOR MANAGEMENT 2008 INTERIM REPORT 1 IMPORTANT NOTICE The Board of Directors (the "Board") of PetroChina Company Limited (the "Company"), the Supervisory Committee and the Directors, Supervisors and Senior Management of the Company warrant that there are no material omissions from, or misrepresentation or misleading statements contained in this Interim Report, and jointly and severally accept full responsibility for the truthfulness, accuracy and completeness of the information contained in this Interim Report. There is no occupancy of non-operating funds by the substantial shareholders of the Company. This Interim Report has been approved during the Second Meeting of the Fourth Session of the Board (the "Meeting"). Mr Liao Yongyuan, executive Director of the Company, and each of Mr Chee-Chen Tung and Mr Franco Bernabe, both independent non-executive Directors of the Company, were absent from the Second Meeting of the Fourth Session of the Board. Mr Liao Yongyuan, Mr Chee-Chen Tung and Mr Franco Bernabe respectively authorised Mr Wang Fucheng, non-executive Director of the Company, Mr Liu Hongru and Mr Cui Junhui, both independent non-executive Directors of the Company, to attend the meeting of the Board by proxy and to exercise their voting rights in respect of the resolutions put forward at the meeting on their behalf. Mr Jiang Jiemin, Chairman of the Board, Mr Zhou Jiping, Vice-Chairman of the Board and President of the Company and Mr Zhou Mingchun, Chief Financial Officer and Head of the Finance Department of the Company, warrant the truthfulness and completeness of the financial statements included in this Interim Report. The financial statements of the Company and its subsidiaries (the "Group") for the six months ended June 30, 2008 and the consolidated interim condensed financial statements of the Group for the six months ended June 30, 2008 have been prepared in accordance with China Accounting Standards ("CAS") and the International Financial Reporting Standards ("IFRS"), respectively. The financial statements of the Group for the six months ended June 30, 2008, prepared in accordance with CAS, has been audited by PricewaterhouseCoopers Zhong Tian CPAs Limited Company and an unqualified opinion on these financial statements has been issued. CORPORATE PROFILE The Company was established as a joint stock company with limited liability under the Company Law of the People's Republic of China (the "PRC" or "China") on November 5, 1999 as part of the restructuring of the China National Petroleum Corporation ("CNPC"). The Company and its subsidiaries (the "Group") are the largest oil and gas producer and seller occupying a leading position in the oil and gas industry in the PRC and one of the largest companies in the PRC in terms of revenue and one of the largest oil companies in the world. The Group engages in a broad range of petroleum and gas related activities including: the exploration, development, production and sales of crude oil and natural gas; the refining, transportation, storage and marketing of crude oil and petroleum products; the production and sales of basic petrochemical products, derivative chemical products and other chemical products; and the transmission of natural gas, crude oil and refined products, and the sales of natural gas. The American Depositary Shares (the "ADSs"), H shares and A shares of the Company were listed on the New York Stock Exchange, Inc., The Stock Exchange of Hong Kong Limited ("HKSE" or "Hong Kong Stock Exchange") and Shanghai Stock Exchange on April 6, 2000, April 7, 2000 and November 5, 2007 respectively. 2008 INTERIM REPORT 2 Registered Chinese Name of the Company: (CHINESE CHARACTERS) English Name of the Company: PetroChina Company Limited Legal Representative of the Company: Jiang Jiemin Secretary to the Board: Li Huaiqi Address: World Tower 16 Andelu Dongcheng District Beijing, the People's Republic of China Telephone: 86(10) 8488 6270 Facsimile: 86(10) 8488 6260 Email Address: xwzou@petrochina.com.cn Representative on Securities Matters Liang Gang Address: World Tower 16 Andelu Dongcheng District Beijing, the People's Republic of China Telephone: 86(10) 8488 6959 Facsimile: 86(10) 8488 6260 Email address: liangg@petrochina.com.cn Representative of the Hong Kong Mao Zefeng Address: Suite 3606, Tower 2, Lippo Centre 89 Queensway, Hong Kong Telephone: (852) 2899 2010 Facsimile: (852) 2899 2390 Email Address: hko@petrochina.com.hk Legal Address of the Company: World Tower 16 Andelu, Dongcheng District, Beijing The People's Republic of China Postal Code: 100011 Internet Website: http://www.petrochina.com.cn Company's Email: xwzou@petrochina.com.cn Newspapers for Information Disclosure: A shares: China Securities Journal, Shanghai Securities News and Securities Times Internet Website Publishing this Interim Report designated by the China Securities Regulatory Commission: http://www.sse.com.cn Copies of this Interim Report is available at: World Tower, 16 Andelu, Dongcheng District, Beijing, the People's Republic of China 2008 INTERIM REPORT 3 Places of Listing: A shares: Shanghai Stock Exchange Stock Name: PetroChina Stock Code: 601857 H shares: The Stock Exchange of Hong Kong Limited Stock Code: 857 ADS: The New York Stock Exchange, Inc. Symbol: PTR Other relevant information Names and addresses of Auditors of the Company: Domestic Auditors: Name: PricewaterhouseCoopers Zhong Tian CPAs Company Limited Address: 11th Floor PricewaterhouseCoopers Centre, 202 Hu Bin Road, Shanghai, PRC Overseas Auditors: Name: PricewaterhouseCoopers Address: 22nd Floor, Prince's Building, Central, Hong Kong 2008 INTERIM REPORT 4 SUMMARY OF ACCOUNTING DATA AND FINANCIAL INDICATORS 1. KEY ACCOUNTING DATA AND FINANCIAL INDICATORS PREPARED UNDER IFRS Unit: RMB Million ------------------------------------------------------------------------------------------------------------------------------------ AS AT THE END OF THE AS AT THE END OF THE CHANGES FROM THE END OF THE ITEMS REPORTING PERIOD PRECEDING YEAR PRECEDING YEAR (%) ------------------------------------------------------------------------------------------------------------------------------------ Total assets 1,123,820 1,060,131 6.0 ------------------------------------------------------------------------------------------------------------------------------------ Equity attributable to equity holders of the Company 757,243 733,405 3.3 ------------------------------------------------------------------------------------------------------------------------------------ Net assets per share attributable to equity holders of the Company (RMB) 4.14 4.01 3.2 ------------------------------------------------------------------------------------------------------------------------------------ THE REPORTING SAME PERIOD OF THE CHANGES OVER THE SAME ITEMS PERIOD PRECEDING YEAR PERIOD OF THE PRECEDING YEAR (%) ------------------------------------------------------------------------------------------------------------------------------------ Profit attributable to equity holders of the Company 53,615 81,830 (34.5) Net cash flows from operating activities 81,159 109,838 (26.1) Basic and diluted earnings per share (RMB) 0.29 0.46 (37.0) Net cash flows from operating activities per share (RMB) 0.44 0.61 (27.9) ------------------------------------------------------------------------------------------------------------------------------------ 2008 INTERIM REPORT 5 2. KEY ACCOUNTING DATA AND FINANCIAL INDICATORS PREPARED UNDER CAS Unit: RMB Million ------------------------------------------------------------------------------------------------------------------------------------ AS AT THE END OF THE AS AT THE END OF THE CHANGES FROM THE END OF THE ITEMS REPORTING PERIOD PRECEDING YEAR PRECEDING YEAR (%) ------------------------------------------------------------------------------------------------------------------------------------ Total assets 1,059,396 994,092 6.6 ------------------------------------------------------------------------------------------------------------------------------------ Equity attributable to equity holders of the Company 696,149 677,367 2.8 ------------------------------------------------------------------------------------------------------------------------------------ Net assets per share attributable to equity holders of the Company (RMB) 3.80 3.70 2.7 ------------------------------------------------------------------------------------------------------------------------------------ THE REPORTING SAME PERIOD OF THE CHANGES OVER THE SAME PERIOD ITEMS PERIOD PRECEDING YEAR OF THE PRECEDING YEAR (%) ------------------------------------------------------------------------------------------------------------------------------------ Operating profit 70,725 105,934 (33.2) Profit before taxation 73,206 106,294 (31.1) Profit attributable to equity holders of the Company 48,355 75,882 (36.3) Profit after deducting non-recurring profit/loss items attributable to equity holders of the Company 46,489 75,843 (38.7) Basic earnings per share (RMB) 0.26 0.42 (38.1) Diluted earnings per share (RMB) 0.26 0.42 (38.1) Fully diluted return on net assets (%) 6.95 12.87 (5.92 percentage points) Net cash flows from operating activities 84,006 112,177 (25.1) ------------------------------------------------------------------------------------------------------------------------------------ Net cash flows per share from operating activities (RMB) 0.46 0.63 (27.0) ------------------------------------------------------------------------------------------------------------------------------------ 3. NON-RECURRING PROFIT/LOSS ITEMS Unit: RMB Million ------------------------------------------------------------------------------------------------------------------------------------ NON-RECURRING PROFIT/LOSS ITEMS* FOR THE SIX MONTHS ENDED JUNE 30, 2008(PROFIT)/LOSS ------------------------------------------------------------------------------------------------------------------------------------ Loss on disposal of non-current assets 315 Other net non-operating expenses 2,450 Government grants (4,651) Tax effect of non-recurring profit/loss items 649 Total (1,237) ------------------------------------------------------------------------------------------------------------------------------------ * Including minority interest in non-recurring profit/loss items 4. DIFFERENCES BETWEEN CAS AND IFRS Unit: RMB Million ------------------------------------------------------------------------------------------------------------------------------------ CAS IFRS ------------------------------------------------------------------------------------------------------------------------------------ Net profit (including minority interest) 55,297 60,854 Equity (including minority interest) 742,745 809,051 Please refer to the supplemental information by the management set out in the financial statements of the Group prepared under CAS of this interim Analysis of differences report for details. ------------------------------------------------------------------------------------------------------------------------------------ 2008 INTERIM REPORT 6 CHANGES IN SHARE CAPITAL AND INFORMATION ON SHAREHOLDERS 1. CHANGES IN SHAREHOLDINGS ------------------------------------------------------------------------------------------------------------------- PRE-MOVEMENT INCREASE/DECREASE (+, -) ------------------------------------------------------------------------------------------------------------------- CONVERSION NUMBER OF PERCENTAGE NEW BONUS FROM SHARES (%) ISSUE ISSUE RESERVES OTHERS* SUB-TOTAL ------------------------------------------------------------------------------------------------------------------- I Shares with selling restrictions 158,922,077,818 86.83 - - - -1,000,000,000 -1,000,000,000 ------------------------------------------------------------------------------------------------------------------- 1. State-owned shares 157,922,077,818 86.29 - - - - - ------------------------------------------------------------------------------------------------------------------- 2. Shares held by state-owned companies - - - - - - - ------------------------------------------------------------------------------------------------------------------- 3. Shares held by other domestic investors - - - - - - - ------------------------------------------------------------------------------------------------------------------- of which: ------------------------------------------------------------------------------------------------------------------- Shares held by companies other than state-owned companies 1,000,000,000 0.54 - - - -1,000,000,000 -1,000,000,000 ------------------------------------------------------------------------------------------------------------------- Shares held by domestic natural persons - - - - - - - ------------------------------------------------------------------------------------------------------------------- 4. Shares held by foreign investors - - - - - - - ------------------------------------------------------------------------------------------------------------------- II. Shares without selling restrictions 24,098,900,000 13.17 - - - +1,000,000,000 +1,000,000,000 ------------------------------------------------------------------------------------------------------------------- 1. RMB-denominated ordinary shares 3,000,000,000 1.64 - - - +1,000,000,000 +1,000,000,000 ------------------------------------------------------------------------------------------------------------------- 2. Shares traded in non-RMB currencies and listed domestically - - - - - - - ------------------------------------------------------------------------------------------------------------------- 3. Shares listed overseas 21,098,900,000 11.53 - - - - - ------------------------------------------------------------------------------------------------------------------- 4. Others - - - - - - - ------------------------------------------------------------------------------------------------------------------- III. Total Shares 183,020,977,818 100 - - - - - ------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------- POST-MOVEMENT ------------------------------------------------------- PERCENTAGE NUMBER OF SHARES (%) ------------------------------------------------------ I Shares with selling restrictions 157,922,077,818 86.29 ------------------------------------------------------ 1. State-owned shares 157,922,077,818 86.29 ------------------------------------------------------ 2. Shares held by state-owned companies - - ------------------------------------------------------ 3. Shares held by other domestic investors - - ------------------------------------------------------ of which: ------------------------------------------------------ Shares held by companies other than state-owned companies 0 0 ------------------------------------------------------ Shares held by domestic natural persons - - ------------------------------------------------------ 4. Shares held by foreign investors - - ------------------------------------------------------ II. Shares without selling restrictions 25,098,900,000 13.71 ------------------------------------------------------ 1. RMB-denominated ordinary shares 4,000,000,000 2.18 ------------------------------------------------------ 2. Shares traded in non-RMB currencies and listed domestically - - ------------------------------------------------------ 3. Shares listed overseas 21,098,900,000 11.53 ------------------------------------------------------ 4. Others - - ------------------------------------------------------ III. Total Shares 183,020,977,818 100 ------------------------------------------------------ * In October 2007, when the Company offered its RMB-denominated ordinary shares (A shares) to the public for the first time, shares have been placed with target placees off-line, which have started circulation on the exchange since 5 February 2008. 2008 INTERIM REPORT 7 2. SHAREHOLDINGS OF MAJOR SHAREHOLDERS The number of shareholders of the Company as at June 30, 2008 was 1,997,949, including 1,992,211 holders of A shares and 5,738 holders of H shares (including 312 holders of the American Depositary Shares). (1) SHAREHOLDINGS OF THE TOP TEN SHAREHOLDERS Unit: Shares ------------------------------------------------------------------------------------------------------------------------- INCREASE NUMBER OF /DECREASE SHARES PERCENTAGE OF DURING THE NUMBER OF SHARES PLEDGED OR NATURE OF SHAREHOLDING REPORTING WITH SELLING SUBJECT TO NAME OF SHAREHOLDERS SHAREHOLDERS NUMBER OF SHARES (%) PERIOD (+,-) RESTRICTIONS LOCK-UPS ------------------------------------------------------------------------------------------------------------------------- China National Petroleum State-owned Corporation ("CNPC")(1) shares 157,922,077,818 86.29 0 157,922,077,818 0 ------------------------------------------------------------------------------------------------------------------------- HKSCC Nominees Limited(2) H Shares 20,920,665,230 11.43 -17,088,922 0 0 ------------------------------------------------------------------------------------------------------------------------- Industrial and Commercial Bank of China-Shanghai 50 Index ETF Securities Investment Fund A Shares 36,457,925 0.0199 +31,694,279 0 0 ------------------------------------------------------------------------------------------------------------------------- China Life Insurance (Group) Company-Traditional-Ordinary Insurance Products A Shares 26,000,000 0.0142 -30,797,000 0 0 ------------------------------------------------------------------------------------------------------------------------- China Construction Bank-Huabao Xingye Industry Selected Equity Securities Investment Fund A Shares 23,436,313 0.0128 +23,436,313 0 0 ------------------------------------------------------------------------------------------------------------------------- Bank of China-Shanghai and Shenzhen 300 Index Jiashi Securities Investment Fund A Shares 22,537,221 0.0123 +8,501,795 0 0 ------------------------------------------------------------------------------------------------------------------------- Bank of Communications-Yi Fang Da 50 Index Securities Investment Fund A Shares 21,831,200 0.0119 +21,831,200 0 0 ------------------------------------------------------------------------------------------------------------------------- China Life Insurance Company Limited-Dividends-Personal Dividends-005L-FH002 Shanghai A Shares 20,519,708 0.0112 -9,718,862 0 0 ------------------------------------------------------------------------------------------------------------------------- International Finance-Standard Chartered-CITIGROUP GLOBAL MARKETS LIMITED A Shares 19,675,640 0.0108 +15,102,155 0 0 ------------------------------------------------------------------------------------------------------------------------- China Life Insurance Company Limited-Traditional-Ordinary Insurance Product-005L-CT001 Shanghai A Shares 18,771,597 0.0103 -6,297,403 0 0 ------------------------------------------------------------------------------------------------------------------------- Notes: 1. CNPC is a substantial shareholder within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the "Securities and Futures Ordinance") whose interest is recorded in the register of interests in shares and short positions kept by the Company pursuant to Section 336 of the Securities and Futures Ordinance. 2. HKSCC Nominees Limited is a subsidiary of the Hong Kong Stock Exchange and its principal business is to act as nominee on behalf of institutional shareholders or individual shareholders. 2008 INTERIM REPORT 8 (2) SHAREHOLDINGS OF TOP TEN SHAREHOLDERS OF SHARES WITHOUT SELLING RESTRICTIONS Unit: Shares ------------------------------------------------------------------------------------------------------------- NUMBER NAME OF SHAREHOLDERS NUMBER OF SHARES HELD TYPES OF SHARES ------------------------------------------------------------------------------------------------------------- 1 HKSCC Nominees Limited 20,920,665,230 H Shares ------------------------------------------------------------------------------------------------------------- 2 Industrial and Commercial Bank of China-Shanghai 50 Index ETF Securities Investment Fund 36,457,925 A Shares ------------------------------------------------------------------------------------------------------------- 3 China Life Insurance (Group) Company-Traditional- Ordinary Insurance Products 26,000,000 A Shares ------------------------------------------------------------------------------------------------------------- 4 China Construction Bank-Huabao Xingye Industry Selected Equity Securities Investment Fund 23,436,313 A Shares ------------------------------------------------------------------------------------------------------------- 5 Bank of China-Shanghai and Shenzhen 300 Index Jiashi Securities Investment Fund 22,537,221 A Shares ------------------------------------------------------------------------------------------------------------- 6 Bank of Communications-Yi Fang Da 50 Index Securities Investment Fund 21,831,200 A Shares ------------------------------------------------------------------------------------------------------------- 7 China Life Insurance Company Limited-Dividends- Personal Dividends-005L-FH002 Shanghai 20,519,708 A Shares ------------------------------------------------------------------------------------------------------------- 8 International Finance-Standard Chartered-CITIGROUP GLOBAL MARKETS LIMITED 19,675,640 A Shares ------------------------------------------------------------------------------------------------------------- 9 China Life Insurance Company Limited-Traditional-Ordinary Insurance Product-005L-CT001 Shanghai 18,771,597 A Shares ------------------------------------------------------------------------------------------------------------- 10 China Life Insurance Company Limited-Dividends-Group Dividends-005L-FH001 Shanghai 17,000,000 A Shares ------------------------------------------------------------------------------------------------------------- Statement on the connection or activities acting in concert among the above-mentioned shareholders: Except for China Life Insurance (Group) Company-Traditional-Ordinary Insurance Products, China Life Insurance Company Limited-Dividends-Personal Dividends-005L-FH002 Shanghai, China Life Insurance Company Limited-Traditional-Ordinary Insurance Products-005L-CT001 Shanghai and China Life Insurance Company Limited-Dividends-Group Dividends-005L-FH001 Shanghai, all of which are under the management of China Life Insurance Asset Management Co., Ltd, the Company is not aware of any connection among or between the top ten shareholders and top ten shareholders of shares without selling restrictions or that they are persons acting in concert as provided for in the Measures for the Administration of Acquisitions by Listed Companies. 2008 INTERIM REPORT 9 (3) Shareholdings of Substantial Shareholders of H Shares As at June 30, 2008, according to the register of interests in shares and short positions kept by the Company pursuant to Section 336 of the Securities and Futures Ordinance, the persons in the following table and notes have an interest or short position in the H shares of the Company: --------------------------------------------------------------------------------------------------------------- PERCENTAGE OF SUCH SHARES IN THE SAME CLASS OF PERCENTAGE OF THE ISSUED SHARE TOTAL SHARE NAME OF SHAREHOLDER NUMBER OF SHARES CAPACITY CAPITAL (%) CAPITAL (%) --------------------------------------------------------------------------------------------------------------- Beneficial Owner/Investment JPMorgan Chase & Co. (Note 1) 1,065,335,981(L) Manager 5.05 0.58 --------------------------------------------------------------------------------------------------------------- 317,095,578(S) Beneficial Owner 1.50 0.17 --------------------------------------------------------------------------------------------------------------- 408,813,117(P) Approved Lending Agent 1.94 0.22 --------------------------------------------------------------------------------------------------------------- Beneficial Owner/ Investment Manager/ Deutsche Bank Persons having a security Aktiengesellschaft (Note 2) 1,303,488,060(L) interest in shares 6.18 0.71 --------------------------------------------------------------------------------------------------------------- Beneficial Owner/Investment Manager/Persons having a 731,451,830(S) security interest in shares 3.47 0.40 --------------------------------------------------------------------------------------------------------------- (L) Long position (S) Short position (P) Lending pool Note 1: JP Morgan Chase & Co., through various subsidiaries, has an interest in 1,065,335,981 H shares of the Company. Note 2: Deutsche Bank Aktiengesellschaft, through various subsidiaries, has an interest in 1,303,488,060 H shares of the Company. As at June 30, 2008, save as disclosed above, no person (other than a Director, Supervisor or Senior Management of the Company) has an interest or short position in the H shares of the Company according to the register of interests in shares and short positions kept by the Company pursuant to Section 336 of the Securities and Futures Ordinance. 3. INFORMATION ON CHANGES OF CONTROLLING SHAREHOLDER AND THE ULTIMATE CONTROLLER There was no change in the controlling shareholder or the ultimate controller during the reporting period. 2008 INTERIM REPORT 10 DIRECTORS' REPORT The Board of the Company is pleased to present the Directors' report. 1. DISCUSSION AND ANALYSIS OF THE OVERALL OPERATIONS DURING THE REPORTING PERIOD (1) REVIEW OF RESULTS OF OPERATIONS In the first half of 2008, despite being faced with changes in the operating environment in the domestic and international markets, and hit by historically rare natural disasters such as cold weather, rain and snow storms, frost and a severe earthquake, the Company planned in a scientific manner and responded actively, and realised a continuous development in the principal operations of the Group, stable production and operations, a steady increase in the output of major products and further enhancement of the sustainability of the Group. Excluding the impacts resulting from policy factors such as the special levy on domestic crude oil sales and the macroeconomic controls over the prices of refined products, the efficacy of the Company's operations remains at a robust level. 1) Market Review o Crude Oil Market Review In the first half of 2008, international crude oil prices remained high and maintained its upward trend. Crude oil prices continued to soar to historically high levels, increasing by more than 50% from US$90 per barrel at the beginning of the year to US$140 per barrel. Factors such as strong demand for crude oil, weakening of the US dollars, speculative activities, decline in crude oil inventories, shortage of proved undeveloped reserves and market concerns over an interruption in supply caused by geopolitical tensions were the main reasons for crude oil prices reaching new highs in the first half of the year. In the first half of 2008, the average prices for WTI and Brent crude oil were US$111.0 and US$108.8 per barrel respectively, representing an increase of 80% and 72% over the average prices for the same period of last year. According to the relevant information, crude oil imports continued to increase in the first half of 2008 by 11.6% to a net total of 88.97 million tons compared with the same period of last year. Domestic crude oil output and the amount of crude oil processed reached 94.35 million tons and 159 million tons, respectively. o Refined Products Market Review Domestic demand for refined products was strong in the first half of 2008. According to the relevant information, the apparent consumption of domestic refined products increased by 15.1% to 103 million tons in the first half of 2008. Impacted by the skyrocketing international crude oil prices, domestic refineries incurred heavy losses in processing. Production progressively ceased at several local refineries and supply in the refined products market became very tight. On June 20, 2008, the PRC Government adjusted the prices of refined products in the domestic market, raising the ex-factory prices of gasoline and diesel by RMB1,000 per ton and the ex-factory prices of aviation fuel by RMB1,500 per ton. However, under the macroeconomic controls of the PRC Government, domestic refined product prices were still lower than the prices in the international market. In the first half of 2008, the average ex-factory prices of gasoline and diesel in the domestic market were RMB5,536 per ton and RMB5,126 per ton respectively, being RMB2,612 per ton and RMB3,779 per ton lower than the Cost, Insurance and Freight (CIF) per ton price as quoted on the Singapore market, respectively. 2008 INTERIM REPORT 11 o Chemical Products Market Review In the first half of 2008, affected by the continual high crude oil prices, the prices of most basic chemical raw materials surged to the highest level in the past 20 years. As a result, the cost of production of chemical products increased markedly, resulting in the prices of chemical products being maintained at a high level. At the same time, in order to guarantee constant supply in the domestic refined products market, petrochemical production enterprises lowered the load of polyethylene degradation, as a result of which output of basic chemical raw materials decreased and supply in the chemical product market became inadequate. Demand in the chemical product market, however, remained steady. Based on the above, in the first half of 2008, the chemical product market was characterised by steady demand, reduction in supply and soaring prices. o Natural Gas Market Review In the first half of 2008, the domestic natural gas market continued to develop at a rapid pace with strong growth in demand for natural gas. The external sales of natural gas reached 24.9 billion cubic metres, representing an increase of 20% compared to the same period of last year. The average sales price of the Company's natural gas was RMB821.47 per thousand cubic metres, representing an increase of 21.4% compared to the same period of last year. 2) Business Review o Exploration and Production In the first half of 2008, the Group continued to place emphasis on oil and gas exploration and stepped up efforts for key projects and in key regions. The Company achieved major breakthroughs through further research, planning, assessment and exploration and emphasis on the use of new technologies, all in a comprehensive manner. In particular, significant progress was achieved in the oil and gas exploration in Longgang in the Sichuan Basin, Baibao and Sulige in the Erdos Basin and other basins. The Company has built up a solid foundation for the growth of reserves for 2008. In the development of oil and gas fields, organisation and co-ordination efforts were enhanced to overcome threats of cold weather, rain and snow storms, frost, earthquake and other natural disasters. New ways in the exploration of oil and gas fields were actively adopted. The Company has initiated works on the secondary recovery of mature oilfields. The Company has improved overall maintenance of mature oilfields through controlling the water level and taking measures to slow down the reduction in the productivity of mature oilfields. The Company has also built up the production capacity in new fields through active application of technologies such as horizontal drilling and the application of technologies to thick oil, tertiary recovery of oil, low infiltration oilfields and oil reserves with particularly high water content. As a result, the Company has achieved a steady growth in crude oil output and rapid growth in natural gas output. In the first half of 2008, the lifting cost for oil and gas operations was US$8.75 per barrel, representing an increase of 23.2% from US$7.10 per barrel in the first half of 2007. Excluding the effect of exchange rate changes, the lifting cost increased by 12.8% compared to that of the same period of last year. 2008 INTERIM REPORT 12 (photo) 2008 INTERIM REPORT 13 Summary of Operations of the Exploration and Production Segment ------------------------------------------------------------------------------------------------------------------------------------ UNIT FIRST HALF OF 2008 FIRST HALF OF 2007 CHANGE (%) ------------------------------------------------------------------------------------------------------------------------------------ Crude oil output Million barrels 434.5 419.7 3.5 Marketable natural gas output Billion cubic feet 923.0 798.0 15.7 Oil and natural gas equivalent output Million barrels 588.4 552.7 6.5 ------------------------------------------------------------------------------------------------------------------------------------ o Refining and Marketing In the first half of 2008, the Group organised refining processing meticulously, modified refining arrangements scientifically, pushed forward with overall optimisation and emphasis on safety and environmental protection in respect of production. As a result, safe and steady production was achieved. Faced with ever growing demand in the market, the Group has continued to enhance the level of retail sales management and the quality of services. Efforts were made to ensure steady market supply. Development and optimisation of refined products sales network were promoted actively. Markets offering high return were explored, and service stations generating a low return or no return were shut down. These measures further improved the operating efficiency of the Group. In the first half of this year, the Group's refineries processed 425 million barrels of crude oil, and the Exploration and Production segment contributed approximately 78.1% of crude oil processed. The Group produced approximately 36.79 million tons of gasoline, diesel and kerosene and sold approximately 44.41 million tons of these products. The refining processing costs of the Group's refineries was RMB145 per ton, which represents a 6.6% increase compared to RMB136 per ton for the same period of last year. Summary of Operations of the Refining and Marketing Segment ------------------------------------------------------------------------------------------------------------------------------------ UNIT FIRST HALF OF 2008 FIRST HALF OF 2007 CHANGE (%) ------------------------------------------------------------------------------------------------------------------------------------ Processed crude oil Million barrels 425.2 407.7 4.3 Gasoline, kerosene and diesel output '000 ton 36,787 35,545 3.5 of which: Gasoline '000 ton 11,861 10,670 11.2 Kerosene '000 ton 1,127 986 14.3 Diesel '000 ton 23,799 23,889 (0.4) Refining yield % 92.7 93.2 (0.5 percentage points) ------------------------------------------------------------------------------------------------------------------------------------ 2008 INTERIM REPORT 14 o Chemicals and Marketing In the first half of 2008, the Group further kept the production in the Chemical and Marketing segment under control and achieved large scale, efficient, safe and steady operation. Key technological and economic indicators improved continuously. Allocation of resources and production mix were further optimised. The production of chemical products reached 8.16 million tons, including 1.32 million tons of ethylene. Summary of Operations of the Chemicals and Marketing Segment -------------------------------------------------------------------------------------------------------------------- OUTPUT OF KEY CHEMICAL PRODUCTS UNIT FIRST HALF OF 2008 FIRST HALF OF 2007 CHANGE (%) -------------------------------------------------------------------------------------------------------------------- Ethylene '000 ton 1,319 1,305 1.1 Synthetic resin '000 ton 2,036 1,997 2.0 Synthetic fibre raw materials and polymer '000 ton 878 701 25.2 Synthetic rubber '000 ton 157 158 (0.6) Urea '000 ton 2,046 1,897 7.9 -------------------------------------------------------------------------------------------------------------------- (photo) 2008 INTERIM REPORT 15 o Natural Gas and Pipeline The Group continued with the construction of oil and gas pipelines in an orderly manner. Construction of the Second West-East Gas Pipeline and the Yongqing-Tangshan-Qinhuangdao Gas Transmission Pipeline commenced. The Daqing-Qiqihar Gas Transmission Pipeline was completed and commission is scheduled to take place in August 2008. Acquisition of the Changqing-Ningxia Yinchuan Gas Transmission Pipeline was completed. Construction of the LNG projects in Dalian and Jiangsu Province commenced. Construction of the Lanzhou-Zhengzhou-Changsha Oil Pipeline progressed smoothly, and the main part will be completed at the end of this year. Despatch priority of natural gas was centralised to ensure safety in the gas transmission. Natural gas sales business has leveraged on the advantage of the nationwide gas pipeline network and achieved an overall balanced development in the production, transportation, marketing and storage. While the Group has emphasised on the importance of safe and steady supply of natural gas in key cities and the public utilities sector and to key customers, the Group has also concurrently made its best endeavours to ensure safe and steady supply of natural gas during the Beijing Olympic Games and to the areas that suffered from cold weather and rain and snow storms in the Southern part of the PRC. The Lanzhou-Chengdu-Chongqing Refined Oil Pipeline of the Company was regarded as the lifeline during the rescue operations of the earthquake occurred in Wenchuan, Sichuan Province on May 12, 2008. The Company has made every effort to ensure normal operation of such pipeline to support the rescue operations in the earthquake with a view to guarantee the supply of refined products in Sichuan Province and Chongqing region. (photo) 2008 INTERIM REPORT 16 (2) MANAGEMENT DISCUSSION AND ANALYSIS 1) The financial data sets out below is extracted from the consolidated interim condensed financial statements of the Group for the six months ended June 30, 2008 prepared under IFRS o Consolidated Operating Results Turnover Turnover increased 39.9% from RMB392,726 million for the six months ended June 30, 2007 to RMB549,522 million for the six months ended June 30, 2008. This was primarily due to the increases in the selling prices and the sales volume of major products including crude oil, natural gas, gasoline and diesel oil, and the efforts made by the Group in expanding resources and developing markets by making use of the opportunities presented by persistently high prices in crude oil and petrochemical products in the international market. In addition, the increase in the trading of oil and gas products during the first half of the year also increased the turnover of the Group. The table below sets out the external sales volume and average realised prices for major products sold by the Group for the first half of 2007 and 2008 and the percentages of change in the sales volume and average realised prices during these periods: -------------------------------------------------------------------------------------------------------------------- SALES VOLUME ('000 TON) AVERAGE REALISED PRICE (RMB/TON) -------------------------------------------------------------------------------------------------------------------- FIRST HALF FIRST HALF PERCENTAGE OF FIRST HALF FIRST HALF PERCENTAGE OF OF 2008 OF 2007 CHANGE (%) OF 2008 OF 2007 CHANGE (%) -------------------------------------------------------------------------------------------------------------------- Crude oil* 8,988 9,642 (6.8) 5,086 3,207 58.6 Natural gas ('000 million cubic metre, RMB/'000 cubic metre) 248.98 207.54 20.0 821 677 21.4 Gasoline 14,506 13,396 8.3 5,698 5,031 13.3 Diesel 28,599 26,358 8.5 5,299 4,563 16.1 Kerosene 2,614 1,805 44.8 6,134 4,622 32.7 Heavy oil 4,138 4,464 (7.3) 3,529 2,332 51.3 Polyethylene 1,079 1,023 5.5 11,811 10,264 15.1 Lubricant 1,208 1,119 8.0 7,154 6,464 10.7 -------------------------------------------------------------------------------------------------------------------- * The external sales volume of crude oil listed above is crude oil produced by the Company. Operating Expenses Operating expenses increased 66.3% from RMB283,596 million for the six months ended June 30, 2007 to RMB471,758 million for the six months ended June 30, 2008, which consisted of the following: Purchases, Services and Other Expenses Purchases, services and other expenses increased 76.4% from RMB166,995 million for the six months ended June 30, 2007 to RMB294,522 million for the six months ended June 30, 2008. This was primarily due to an increase in the purchase prices and purchase volume of crude oil, feedstock oil and refined products from external suppliers that resulted in the increase in the purchase costs. In addition, the increase in the purchase expenses also resulted from an increase in the level of trading of oil and gas products in the first half of 2008. 2008 INTERIM REPORT 17 Employee Compensation Costs The salaries and wages paid by the Group for the first half of 2008 was RMB15,726 million, which rose by 16.7% or increased by RMB2,254 million. Other employees' costs were increased by RMB5,731 million. The increase in the employee compensation costs was primarily due to (1) an increase in the level of salaries as a result of the increase in commodity prices (according to the relevant information, the Consumer Products Index (CPI) for the first half of 2008 rose by 7.9%); (2) an increase in the employees' compensation costs that resulted from the expansion of the scale of operations and the retail network of the Group; and (3) in accordance with the relevant policies of the PRC Government, the Group has established a corporate pension scheme, thus leading to an increase in the employee benefit expenses resulting from pension contributions. Exploration Expenses Exploration expenses increased 21.1% from RMB10,607 million for the six months ended June 30, 2007 to RMB12,848 million for the six months ended June 30, 2008. To further boost crude oil and natural gas resources, the Group continued to pool resources to conduct more exploration activities for crude oil and natural gas. Depreciation, Depletion and Amortisation Depreciation, depletion and amortisation increased 36.9% from RMB31,228 million for the six months ended June 30, 2007 to RMB42,754 million for the six months ended June 30, 2008. This was primarily due to (1) an increase in depreciation, depletion and amortisation that resulted from an increase in the average amount of property, plant and equipment and the average net value of oil and gas properties (2) impairment losses recorded during the first half of 2008. Selling, General and Administrative Expenses Selling, general and administrative expenses increased 17.1% from RMB23,901 million for the six months ended June 30, 2007 to RMB27,993 million for the six months ended June 30, 2008. This was primarily due to an increase in transportation, technological development and other related costs that resulted from the increased scale of operations of the Group. Taxes other than Income Taxes Taxes other than income taxes increased 128.7% from RMB28,784 million for the six months ended June 30, 2007 to RMB65,831 million for the six months ended June 30, 2008. The increase was primarily due to a sharp increase of special levy on the sale of domestic crude oil by the Group due to the high international crude oil prices throughout the first half of 2008. The special levy borne by the Group increased from RMB14,942 million for the first half of 2007 to RMB47,816 million for the first half of 2008. Other Income, net Other income, net, increased RMB2,256 million from RMB345 million for the six months ended June 30, 2007 to RMB2,601 million for the six months ended June 30, 2008. The increase was primarily due to the recognition of subsidies for imported crude oil and refined products by the PRC Government in the amount of RMB4,573 million. Profit from Operations As a result of an increase in the amount of special levy and macroeconomic controls over the prices of domestic refined products, profit from operations decreased 28.7% from RMB109,130 million for the six months ended June 30, 2007 to RMB77,764 million for the six months ended June 30, 2008. Net Exchange Loss Net exchange loss increased from RMB342 million for the six months ended June 30, 2007 to RMB1,028 million for the six months ended June 30, 2008. The increase in the net exchange loss was mainly due to the combined effect of the appreciation of Renminbi against the US dollars and other currencies. Net Interest Expenses Net interest expenses decreased 81.2% from RMB1,231 million for the six months ended June 30, 2007 to RMB231 million for the six months ended June 30, 2008. The decrease in the net interest expense was mainly due to the combined effect of a decrease in the interest expenses on current borrowings and an increase in interest income from an increase in the average outstanding balance of deposits. 2008 INTERIM REPORT 18 Profit Before Taxation As a result of the factors discussed above, profit before taxation decreased 26.9% from RMB110,342 million for the six months ended June 30, 2007 to RMB80,712 million for the six months ended June 30, 2008. Taxation Taxation decreased 17.3% from RMB24,026 million for the six months ended June 30, 2007 to RMB19,858 million for the six months ended June 30, 2008. The decrease was primarily due to a reduction in the taxable income of the Group for the first half of 2008. Profit for the period As a result of the factors discussed above, profit of the Group for the period decreased 29.5% from RMB86,316 million for the six months ended June 30, 2007 to RMB60,854 million for the six months ended June 30, 2008. Profit attributable to minority interest of the Company As the international crude oil prices remained high during the first half of 2008, subsidiaries of the Company including CNPC Exploration and Development Company Limited recorded increase in the profit before taxation for the first half of 2008 to a great extent. This has resulted in an increase in the minority interest in the results of the Company. The amount of the minority interest in the Company increased from RMB4,486 million for the six months ended June 30, 2007 to RMB7,239 million for the six months ended June 30, 2008. Profit attributable to equity holders of the Company As a result of the factors discussed above, profit attributable to equity holders of the Company decreased 34.5% from RMB81,830 million for the six months ended June 30, 2007 to RMB53,615 million for the six months ended June 30, 2008. o Segment Information Exploration and Production Turnover Turnover increased 54.3% from RMB205,390 million for the six months ended June 30, 2007 to RMB316,876 million for the six months ended June 30, 2008. The increase was primarily due to an increase in the prices and sales volume of crude oil and natural gas. The average realised crude oil price of the Group in the first half of 2008 was US$93.45 per barrel, representing an increase of 62.0% from US$57.69 per barrel compared with the same period of last year. Operating Expenses Operating expenses increased 71.3% from RMB108,954 million for the six months ended June 30, 2007 to RMB186,645 million for the six months ended June 30, 2008. The increase was primarily due to an increase in purchase costs of imported crude oil and a sharp increase of special levy on the sale of domestic crude oil by the Group as international crude oil prices remained high throughout the first half of 2008. Profit from Operations As a result of the factors discussed above, profit from operations increased by 35.0% from RMB96,436 million for the six months ended June 30, 2007 to RMB130,231 million for the six months ended June 30, 2008. The Exploration and Production segment remains the most important contributor of profit for the Group. Refining and Marketing Turnover Turnover rose 43.5% from RMB314,863 million for the six months ended June 30, 2007 to RMB451,737 million for the six months ended June 30, 2008. The increase was due to an increase in the prices and sales volume of key refined products and growth in the trading of oil and gas products. The Refining and Marketing segment is the main contributor of external sales revenue for the Group. 2008 INTERIM REPORT 19 (photo) Operating Expenses Operating expenses increased 64.3% from RMB310,938 million for the six months ended June 30, 2007 to RMB510,752 million for the six months ended June 30, 2008. The increase was primarily due to the persistently high international crude oil prices and an increase in the purchase costs of crude oil, feedstock oil and refined products from external suppliers. In addition, the increase in operating expenses also resulted from an increase in the level of trading of oil and gas products in the first half of 2008. Profit/Loss from Operations The loss from the Refining and Marketing segment amounted to RMB59,015 million for the six months ended June 30, 2008. The profit from the Refining and Marketing segment amounted to RMB3,925 million for the six months ended June 30, 2007. The loss from the Refining and Marketing segment was primarily due to the macroeconomic controls of the prices of refined products in the domestic market by the PRC Government. Despite persistently high crude oil prices, prices of refined products in the domestic market were not in line with the high crude oil prices and were lower than those of the international market. Chemicals and Marketing Turnover Turnover rose 21.3% from RMB49,860 million for the six months ended June 30, 2007 to RMB60,463 million for the six months ended June 30, 2008. The growth in turnover was primarily due to an increase in the selling prices and sales volume of certain chemical products. Operating Expenses Operating expenses increased 20.9% from RMB44,462 million for the six months ended June 30, 2007 to RMB53,749 million for the six months ended June 30, 2008. The increase was primarily due to an increase in the prices of key chemical raw materials. 2008 INTERIM REPORT 20 Profit from Operations As a result of the factors discussed above, profit from operations of the Marketing and Chemicals segment increased by 24.4% from RMB5,398 million for the six months ended June 30, 2007 to RMB6,714 million for the six months ended June 30, 2008. Benefiting from the advantages created by the better integration of production and marketing of chemical products, the production volumes of high value-added and special products were greatly increased, and operating efficiency and profitability continued to improve in the Chemicals and Marketing segment. Natural Gas and Pipeline Turnover Turnover increased 33.1% from RMB23,216 million for the six months ended June 30, 2007 to RMB30,902 million for the six months ended June 30, 2008. The increase was primarily due to an increase in the selling prices of natural gas, and an increase in the sales volume and volume of natural gas from pipeline transmission. Operating Expenses Operating expenses increased 31.7% from RMB17,088 million for the six months ended June 30, 2007 to RMB22,506 million for the six months ended June 30, 2008. The increase was primarily due to an increase in the purchase costs of natural gas. Profit from Operations As a result of the factors discussed above, profit from operations of the Natural Gas and Pipeline segment increased by 37.0% from RMB6,128 million for the six months ended June 30, 2007 to RMB8,396 million for the six months ended June 30, 2008. The natural gas and pipeline business grew rapidly and its contribution to the profit of the Group continued to increase. o Cash Flows As at June 30, 2008, the primary sources of funds of the Group are cash generated from operating activities and short-term and long-term borrowings. The funds of the Group are mainly used for operating activities, capital expenditures, repayment of short-term and long-term borrowings and distribution of dividends to equity holders of the Company. The table below sets forth the cash flows of the Group for the six months ended June 30, 2008 and June 30, 2007 respectively and the amount of cash and cash equivalents as at the end of each period: ------------------------------------------------------------------------------------------------------------- SIX MONTHS ENDED JUNE 30, ----------------------------------------------------- 2008 2007 ---------------------------- ----------------------- RMB MILLION RMB MILLION ---------------------------- ----------------------- Net cash flows generated from operating activities 81,159 109,838 Net cash flows used for investing activities (67,339) (56,836) Net cash flows used for financing activities (20,523) (30,192) Currency translation differences 49 402 Cash and cash equivalents as at the end of year 58,840 71,771 ------------------------------------------------------------------------------------------------------------- 2008 INTERIM REPORT 21 Net Cash Flows Generated From Operating Activities The net cash flows of the Group generated from operating activities for the six months ended June 30, 2008 were RMB81,159 million, representing a decrease of 26.1% compared with RMB109,838 million generated for the six months ended June 30, 2007. The decrease was mainly due to a reduction in the net profit in the first half of the year. As at June 30, 2008, the Group had cash and cash equivalents of RMB58,840 million. The cash and cash equivalents were mainly denominated in Renminbi (approximately 88.5% were denominated in Renminbi, approximately 11.0% were denominated in United States Dollars and approximately 0.5% were denominated in other currencies). Net Cash Flows Used for Investing Activities The net cash flows of the Group used for investing activities for the six months ended June 30, 2008 were RMB67,339 million, representing an increase of 18.5% compared with RMB56,836 million used for the six months ended June 30, 2007. The increase in cash flows used for investing activities was primarily due to an increase in capital expenditures during the first half of the year. Net Cash Flows Used for Financing Activities The net cash flows of the Group used for financing activities for the six months ended June 30, 2008 were RMB20,523 million, representing a decrease of 32.0% compared with RMB30,192 million used for the six months ended June 30, 2007. The decrease was primarily due to an increase in the amount of net borrowings and capital contributions by minority shareholders during the first half of the year. The net borrowings of the Group as at June 30, 2008 and December 31, 2007, respectively, are as follows: ------------------------------------------------------------------------------------------------------------- AS AT JUNE 30, 2008 AS AT DECEMBER 31, 2007 ------------------------------ ----------------------------- RMB MILLION RMB MILLION ------------------------------------------------------------------------------------------------------------- Short-term borrowings (including current portion of long-term borrowings) 39,257 30,934 Long-term borrowings 35,287 39,688 ------------------------------ ----------------------------- Total borrowings 74,544 70,622 ============================== ============================= Less: Cash and cash equivalents (58,840) (65,494) ------------------------------ ----------------------------- Net borrowings 15,704 5,128 ------------------------------ ----------------------------- ------------------------------------------------------------------------------------------------------------- Maturities of long-term borrowings (including borrowings maturing within one year) of the Group are as follows: ------------------------------------------------------------------------------------------------------------- AS AT JUNE 30, 2008 AS AT DECEMBER 31, 2007 ------------------------------- ----------------------------- RMB MILLION RMB MILLION ------------------------------------------------------------------------------------------------------------- To be repaid within one year 13,440 12,200 To be repaid within one to two years 13,419 5,754 To be repaid within two to five years 7,912 19,898 To be repaid after five years 13,956 14,036 ------------------------------- ----------------------------- 48,727 51,888 ------------------------------- ----------------------------- ------------------------------------------------------------------------------------------------------------- 2008 INTERIM REPORT 22 Of the total borrowings of the Group as at June 30, 2008, approximately 15.3% were fixed-rate loans and approximately 84.7% were floating-rate loans. Of the borrowings as at June 30, 2008, approximately 63.4% were denominated in Renminbi, approximately 33.7% were denominated in United States Dollars, approximately 2.5% were denominated in Hong Kong dollars, approximately 0.3% were denominated in Euro and approximately 0.1% were denominated in Japanese Yen. As at June 30, 2008, the gearing ratio of the Group (gearing ratio = interest-bearing debts/(interest-bearing debts + total equity)) was 8.4% (As at December 31, 2007: 8.3%). o Capital Expenditures The following table sets out the capital expenditures for the various segments of the Group for the six months ended June 30, 2008 and for the six months ended June 30, 2007 and the estimated capital expenditures for the various segments of the Group for the whole year of 2008. For the first half of 2008, capital expenditures of the Group increased 40.5% from RMB51,021 million for the six months ended June 30, 2007 to RMB71,693 million for the six months ended June 30, 2008. The increase in capital expenditures was primarily due to an increase in expenditures relating to crude oil and natural gas exploration and development, and construction of natural gas pipelines by the Group. In addition, increase in commodity prices also contributed to an increase in capital investment. ---------------------------------------------------------------------------------------------------------------- FOR THE FIRST HALF OF 2008 FOR THE FIRST HALF OF 2007 ESTIMATES FOR 2008 -------------------------- -------------------------- -------------------------- RMB MILLION (%) RMB MILLION (%) RMB MILLION (%) ---------------------------------------------------------------------------------------------------------------- Exploration and Production 47,053* 65.6 42,196* 82.7 132,300* 63.6 Refining and Marketing 6,527 9.1 4,841 9.5 23,000 11.1 Chemicals and Marketing 4,307 6.0 1,163 2.3 13,200 6.4 Natural Gas and Pipeline 12,845 17.9 2,471 4.8 37,700 18.1 Other 961 1.4 350 0.7 1,700 0.8 ------------- ----------- ------------- ----------- ------------- ----------- Total 71,693 100.0 51,021 100.0 207,900 100.0 ============= =========== ============= =========== ============= =========== ---------------------------------------------------------------------------------------------------------------- * If investments related to geological and geophysical exploration costs were included, the capital expenditures and investments for the Exploration and Production segment for the first half of 2007 and the first half of 2008, and the estimates for the same in 2008 would be RMB46,680 million, RMB53,267 million and RMB143,200 million, respectively. Exploration and Production The majority of the Group's capital expenditures were related to the Exploration and Production segment. For the six months ended June 30, 2008, capital expenditures in relation to the Exploration and Production segment amounted to RMB47,053 million, including RMB7,684 million for oil and gas exploration activities and RMB36,355 million for oil and gas development activities. The capital expenditure for the six months ended June 30, 2008 was mainly used in large oil and gas exploration projects such as in the large oil and gas fields located in Changqing, Daqing and Southwestern oil and gas fields and in the construction of key production facilities at those key oil and gas exploration projects. 2008 INTERIM REPORT 23 (photo) The Group anticipates that capital expenditures for the Exploration and Production segment for the twelve months ending December 31, 2008 will amount to RMB132,300 million. Approximately RMB24,200 million will be used for oil and gas exploration, and RMB90,500 million will be used for oil and gas development. Exploration will mainly emphasise on the overall development of regions in Longgang in the Sichuan Basin, the west of Sulige in the Erdos Basin and the Dagang Qikou depression in the Bohai Basin and other regions. Development activities will be emphasised on the construction of new proved oil and gas fields, while secondary recovery of and steady production of mature oilfields will also be emphasised. Refining and Marketing Capital expenditures for the Group's Refining and Marketing segment for the six months ended June 30, 2008 amounted to RMB6,527 million, including RMB5,210 million for the reconstruction of refining facilities. The capital expenditure for the six months ended June 30, 2008 was mainly used in the construction of large scale refining facilities with capacity over ten million tons such as the Dushanzi Petrochemical and Guangxi Petrochemical projects. 2008 INTERIM REPORT 24 The Group anticipates that capital expenditures for the Refining and Marketing segment for the twelve months ending December 31, 2008 will amount to RMB23,000 million, of which approximately RMB16,100 million will be used for the construction and expansion of refining facilities, and approximately RMB6,900 million will be used for investments in the establishment of the sales network and storage infrastructure facilities for oil products. Chemicals and Marketing Capital expenditures for the Chemicals and Marketing segment for the six months ended June 30, 2008 amounted to RMB4,307 million, which were used mainly for the construction of petrochemical facilities for large scale ethylene projects with capacity over million tons such as the Dushanzi Petrochemical and the Fushun Petrochemical projects and the expansion of key construction projects such as the redevelopment and expansion of ethylene in the Daqing Petrochemical project. The Group anticipates that capital expenditures for the Chemicals and Marketing segment for the twelve months ending December 31, 2008 will amount to RMB13,200 million, which are expected to be used primarily for the construction and expansion of petrochemical facilities including large scale ethylene projects such as the Dushanzi Petrochemical, the Daqing Petrochemical, the Fushun Petrochemical and the Sichuan Petrochemical projects. Natural Gas and Pipeline Capital expenditures for the Natural Gas and Pipeline segment for the six months ended June 30, 2008 amounted to RMB12,845 million. The Group incurred RMB11,726 million of these expenditures on the construction of long distance pipelines. The capital expenditure for the six months ended June 30, 2008 was mainly used in the construction of the Second West-East Gas Pipeline project, the Lanzhou-Zhengzhou-Changsha Oil Pipeline and other gas pipeline projects. The Group anticipates that capital expenditures for the Natural Gas and Pipeline segment for the twelve months ending December 31, 2008 will amount to RMB37,700 million, which are expected to be used primarily for the construction of key oil and gas transmission pipelines such as the Lanzhou-Zhengzhou-Changsha Oil Pipeline and the Second West-East Gas Pipeline and associated storage facilities and LNG projects. Others Capital expenditures for Other segment for the six months ended June 30, 2008 were RMB961 million. The Group anticipates that capital expenditures for Other segment for the twelve months ending December 31, 2008 will amount to approximately RMB1,700 million, which are expected to be used primarily for scientific research and development activities and the establishment of information systems. 2008 INTERIM REPORT 25 2) The financial data set out below is extracted from and computed based on the audited financial statements of the Group prepared under CAS * Principal operations by segment under CAS -------------------------------------------------------------------------------------------------------------------------- CHANGE IN CHANGE IN COST OF INCOME FROM PRINCIPAL PRINCIPAL OPERATIONS OPERATIONS COMPARED INCOME FROM COST OF COMPARED WITH THE PRINCIPAL PRINCIPAL WITH THE SAME SAME PERIOD OPERATIONS FOR OPERATIONS PERIOD OF THE OF THE INCREASE OR THE FIRST HALF OF FOR THE FIRST GROSS PRECEDING PRECEDING DECREASE IN 2008 HALF OF 2008 MARGIN* YEAR YEAR MARGIN --------------------------------------------------------------------------------------------- (PERCENTAGE RMB MILLION RMB MILLION (%) (%) (%) POINTS) -------------------------------------------------------------------------------------------------------------------------- Exploration and production 308,180 116,385 45.1 52.5 42.2 (5.4) Refining and marketing 446,994 471,905 (7.4) 43.5 69.6 (15.7) Chemicals and marketing 59,118 48,148 18.3 21.3 20.9 0.5 Natural gas and pipeline 30,580 21,449 28.4 33.2 31.9 0.8 Other 345 65 - - - - Inter-segment elimination (311,190) (310,600) - - - - Total 534,027 347,352 23.5 38.9 61.1 (13.8) -------------------------------------------------------------------------------------------------------------------------- * Gross margin=Profit from principal operations /Income from principal operations During the reporting period, the total amount of connected transactions between the Group and CNPC and its subsidiaries in respect of sales of products and provision of services amounted to RMB20,946 million. * Principal operations by regions under CAS ------------------------------------------------------------------------------------------------------------ FIRST HALF OF 2008 FIRST HALF OF 2007 CHANGE COMPARED WITH THE SAME PERIOD OF THE PRECEDING YEAR ----------------------------------------------------------------------------------------- OPERATING INCOME RMB MILLION RMB MILLION (%) ------------------------------------------------------------------------------------------------------------ PRC 519,845 380,444 36.6 Other 29,677 12,282 141.6 Total 549,522 392,726 39.9 ------------------------------------------------------------------------------------------------------------ 2008 INTERIM REPORT 26 (3) BUSINESS PROSPECT IN THE SECOND HALF OF 2008 During the second half of 2008, the Group will continue to adhere to the policy of "stability, balance, efficiency, control and co-ordination" in the conduct of its operations. The Group will organise production and operation in a scientific manner, enhance technological improvements actively, continually strengthen corporate management and promote sustained, effective and rapid development of the Company. In respect of exploration and production, the Group will continue to place top priority on resources exploration and maintain a leading position in its upstream business in China. The Group will stress the parallel development of oil and gas exploration and implement projects to meet the demands during the period of peak growth of reserves. The Group will endeavour to discover sizeable and high quality reserves. The Group will ensure steady output in mature oilfields on the one hand, and push forward with recovery of mature oilfields at a steady pace and overall development of new oilfields effectively on the other hand. The Group will aim to maintain steady growth in domestic crude oil output at 100 million tons. The Group will view natural gas construction as strategic and growth-oriented operation. The Group will place great emphasis on key gas regions, increase production capacity at a quicker pace in order to meet the rapid growth of natural gas output. In respect of refining and petrochemicals, the Group will speed up the modification of the strategic structure of its refinery and petrochemical business to expedite and facilitate the construction of world-class scale refinery and petrochemical bases and develop the refining and petrochemicals business efficiently. The Group will strive to improve the product quality and modify the structure of refined products with a view to continually increase its competitiveness. In respect of the sale of refined products, the Group will place greater emphasis in building up a modernised sales and distribution system to further improve the refined products sales and distribution network. Efforts will be made to explore profitable markets. The Group will speed up the construction of the storage facilities for retail use and commercial use, thereby creating a regional hub for storage for retail use and a sales and distribution network at provincial, regional and municipal levels. Increasing efforts will be made to achieve overall balance in resources allocation, optimisation and utilisation of resources in order to ensure supply of refined products in the domestic market and realise maximum returns on the refined products. In respect of natural gas and pipeline, sales of natural gas are expected to maintain its rapid growth. The Group will continue to speed up the domestic trunk pipeline network and improve storage and transportation facilities. A nationwide pipeline network and supply system characterised by flexible despatch priority and stable supply will be established. Upon completion of the construction of a number of key pipelines, the capability of the Company to ensure oil and gas supply will be enhanced, and the foundation for the business development of the Company will become more solid. In respect of international operations, the Group will continue to speed up development and endeavour to enlarge business scale. The Group will continue to leverage on the existing resources with a view to ensure steady production in the developed oilfields, and at the same time, expedite the development of new projects in an attempt to increase reserves and production from new oil fields. The Group aims to boost its international operations, increase its international trading and improve the standard of its operations so as to meet the international standards. 2008 INTERIM REPORT 27 2. UTILISATION OF PROCEEDS FROM FUND RAISING ------------------------------------------------------------------------------------------------------------------------------------ In October 2007, the Company TOTAL AMOUNT OF issued 4 billion A shares. The PROCEEDS USED TOTAL AMOUNT OF total proceeds and net proceeds DURING THE RMB4,742 million PROCEEDS from such issuance were REPORTING PERIOD RMB66,800 million and ----------------------------------------------------------------------- RMB66,243 million respectively. ACCUMULATED AMOUNT OF PROCEEDS USED RMB47,159 million ------------------------------------------------------------------------------------------------------------------------------------ PROPOSED COMMITTED PROJECT INVESTMENT MODIFICATION ACTUAL REALISED RETURN PROGRESS AS ESTIMATED (RMB OF THE PROJECT INVESTMENT ON INVESTMENT PLANNED RETURN ON MILLION) (RMB MILLION) INVESTMENT ------------------------------------------------------------------------------------------------------------------------------------ Project to increase the To be confirmed To be confirmed crude oil production 4,342 only upon Yes only upon capacity of Changqing 6,840 No commissioning commissioning Oilfield ------------------------------------------------------------------------------------------------------------------------------------ Project to increase the To be confirmed To be confirmed crude oil production 5,930 No 2,235 only upon Yes only upon capacity of Daqing commissioning commissioning Oilfield ------------------------------------------------------------------------------------------------------------------------------------ Project to increase the To be confirmed To be confirmed crude oil production 1,500 No 495 only upon Yes only upon capacity of Jidong commissioning commissioning Oilfield ------------------------------------------------------------------------------------------------------------------------------------ Dushanzi Petrochemical's projects - processing and refining sulphur- To be confirmed To be confirmed bearing crude oil 17,500 No 11,416 only upon Yes only upon imported from Kazakhstan commissioning commissioning and ethylene technology development projects ------------------------------------------------------------------------------------------------------------------------------------ Daqing Petrochemical 1.2 million tons/year To be confirmed Yes To be confirmed ethylene redevelopment 6,000 No 197 only upon only upon and expansion project commissioning commissioning ------------------------------------------------------------------------------------------------------------------------------------ Total 37,770 18,685 - - ------------------------------------------------------------------------------------------------------------------------------------ Projects not progressing as planned and not - achieving estimated return ------------------------------------------------------------------------------------------------------------------------------------ Projects modified and modification procedures - ------------------------------------------------------------------------------------------------------------------------------------ Application and status The unutilised portion of the net proceeds from the A share issuance has been deposited into the of unused proceeds designated bank accounts maintained by the Company. ------------------------------------------------------------------------------------------------------------------------------------ 2008 INTERIM REPORT 28 PROJECTS NOT FUNDED BY PROCEEDS FROM FUND RAISING Unit: RMB Million ------------------------------------------------------------------------------------------------------------- TOTAL PROJECT NAME OF PROJECT AMOUNT PROGRESS OF PROJECT PROJECT RETURN ------------------------------------------------------------------------------------------------------------- Dalian Petrochemical technological development project - processing 20 10,789 Commissioning commenced in To be confirmed only million tons of imported early August 2008. upon commissioning sulphur-bearing crude oil per year ------------------------------------------------------------------------------------------------------------- Guangxi Petrochemical project Installation of preliminary refining 10 million tons of crude 15,166 parts has been completed and To be confirmed only oil per year construction has commenced. upon commissioning ------------------------------------------------------------------------------------------------------------- Sichuan Petrochemical project with Preliminary work of the project an ethylene output of 0.8 million 21,019 has been completed and ordering To be confirmed only tons per year of equipment has commenced. upon commissioning ------------------------------------------------------------------------------------------------------------- Fushun Petrochemical one million Preliminary work of the project tons per year ethylene technology 12,524 has been completed and ordering To be confirmed only development project of equipment has commenced. upon commissioning ------------------------------------------------------------------------------------------------------------- Installation of preliminary Lanzhou-Zhengzhou-Changsha Refined 11,429 parts has been completed and To be confirmed only Oil Pipeline construction has commenced. upon commissioning ------------------------------------------------------------------------------------------------------------- Total 70,927 - ------------------------------------------------------------------------------------------------------------- By order of the Board PetroChina Company Limited Jiang Jiemin Chairman Beijing, PRC August 27, 2008 2008 INTERIM REPORT 29 SIGNIFICANT EVENTS 1. GOVERNANCE OF THE COMPANY During the reporting period, the Company has been operating in accordance with domestic and overseas regulatory requirements and continuously enhanced the level of its corporate governance. The members of the fourth session of the Board and the Supervisory Committee were elected and members of the senior management have been appointed. The Company has further amended the Articles of Association of the Company (the "Articles of Association"); adopted the Rules and Procedures of the Shareholders' General Meeting of the Company, the Rules and Procedures of the Board of the Company and Regulations on the Information Disclosure of the Company; revised the Rules of Organisation and Procedures of the Supervisory Committee and related rules and regulations. Through the co-ordination and checks and balances between the Shareholders' General Meeting, the Board and the respective specialised committees, the Supervisory Committee and the management led by the President of the Company together with the effective operations of the internal control systems, the internal management operations of the Company have been standardised and the level of its corporate governance has been further enhanced. 2. COMPLIANCE WITH CODE ON CORPORATE GOVERNANCE PRACTICES The Company has complied with the code provisions under the Code on Corporate Governance Practices set out in Appendix 14 to the Rules Government the Listing of Securities on the Hong Kong Stock Exchange (the "Hong Kong Listing Rules") applicable during the six months ended June 30, 2008, except that from May 20, 2007 to May 16, 2008, the roles of the Chairman and the President of the Company were concurrently held by Mr Jiang Jiemin. On May 16, 2008, the First Meeting of the Fourth Session of the Board was convened at which Mr Jiang Jiemin resigned as the President of the Company and Mr Zhou Jiping was appointed as the President of the Company with immediate effect. Thereafter, the roles of the Chairman and the President of the Company are held by separate individuals and thereby the Company complies with the relevant requirement under the Code on Corporate Governance Practices. 3. AMENDMENT TO ARTICLES OF ASSOCIATION On May 15, 2008, the Company convened the annual general meeting of the Company for 2007 approving the proposed amendments to the Articles of Association. Details of the amendments have been set out in the circular to the shareholders of H shares dated March 28, 2008 and the meeting materials in respect of the annual general meeting of the Company published on the website of the Shanghai Stock Exchange (www.sse.com.cn) on May 9, 2008. 2008 INTERIM REPORT 30 4. DECLARATION OF FINAL DIVIDENDS FOR THE YEAR ENDED DECEMBER 31, 2007 AND INTERIM DIVIDENDS FOR THE SIX MONTHS ENDED JUNE 30, 2008 AND CLOSURE OF REGISTER OF MEMBERS (1) DECLARATION OF FINAL DIVIDENDS FOR THE YEAR ENDED DECEMBER 31, 2007 Final dividends attributable to equity holders of the Company in respect of 2007 of RMB0.156859 per share (inclusive of tax) amounting to a total of RMB28,708 million were approved by the shareholders at the annual general meeting of the Company on May 15, 2008 and accounted for in equity as an appropriation of retained earnings in the six months ended June 30, 2008, and were paid on June 13, 2008. (2) INTERIM DIVIDENDS FOR THE SIX MONTHS ENDED JUNE 30, 2008 AND CLOSURE OF REGISTER OF MEMBERS The Board was authorised by the shareholders to approve the distribution of an interim dividend for 2008 at the shareholders meeting held on May 15, 2008. The Board has resolved to pay an interim dividend of RMB0.131827 per share (inclusive of tax) for the six months ended June 30, 2008 on the basis of 45% of the profit attributable to equity holders of the Company for the period. The interim dividend will be paid to equity holders whose names appear on the register of members of the Company at the close of business on September 18, 2008. The register of members of H shares will be closed from September 11, 2008 to September 18, 2008 (both days inclusive) during which period no transfer of H shares will be registered. In order to qualify for the interim dividends, holders of H shares must lodge all transfer documents together with the relevant share certificates at Hong Kong Registrars Limited no later than 4:30 p.m. on September 10, 2008. Equity holders of A shares whose names appear on the register of members of the Company maintained at China Securities Depository and Clearing Corporation Limited Shanghai Branch Company at the close of trading on the Shanghai Stock Exchange in the afternoon of September 18, 2008 will be eligible for the interim dividends. In accordance with the relevant provisions of the Company's Articles of Association, dividends payable to the Company's equity holders shall be declared in Renminbi. Dividends payable to the holders of A shares shall be paid in Renminbi while dividends payable to the holders of H shares shall be paid in Hong Kong Dollars. The amount of Hong Kong Dollars payable shall be calculated at the rate of HK$1.00 equals to RMB0.87685 which was the average of the closing exchange rate for Renminbi to Hong Kong Dollar as announced by the People's Bank of China for the week prior to the declaration of the dividends by the Board of Directors on August 27, 2008. Accordingly, the dividends payable for each H share of the Company will be HK$0.150342 (inclusive of tax). 5. IMPLEMENTATION OF STOCK OPTION PLANS DURING THE REPORTING PERIOD The Company has adopted a share-based compensation scheme which is a share appreciation right arrangement payable in cash to the recipients upon exercise of the rights which became effective upon the listing of the H shares of the Company on April 7, 2000. Directors, Supervisors and senior executives of the Company are eligible for the scheme and the rights granted thereunder can be exercised from April 8, 2003 to April 7, 2008. The exercise price is the price of the H share as at the initial public offering, being HK$1.28 per share. As at April 7, 2008 (being the expiry date of the exercise of the share appreciation rights), none of the holders of the share appreciation rights exercised their rights. The Company therefore derecognised the liability previously accrued of RMB1,400 million in the financial statements of the Group for the six months ended June 30, 2008. 2008 INTERIM REPORT 31 6. MATERIAL LITIGATION AND ARBITRATION EVENTS The Company was not involved in any material litigation or arbitration during the reporting period. 7. EXTERNAL INVESTMENTS (1) During the reporting period, no disclosure is required to be made in respect of the shareholding of the Company in other listed companies. (2) During the reporting period, no disclosure is required to be made in respect of the shareholding of the Company in commercial banks, securities companies, insurance companies, trust companies, future companies and other financial corporations. 8. ACQUISITION, SALE OF ASSETS AND RESTRUCTURING OF ASSETS ---------------------------------------------------------------------------------------------------------------------------- NET PROFIT NET PROFIT CONTRIBUTED TO THE CONTRIBUTED TO THE WHETHER COUNTERPARTY GROUP SINCE THE GROUP FROM THE WHETHER OWNERSHIP OF AND ASSETS DATE OF ACQUISITION DATE OF THE BEGINNING OF THE CONSTITUTE THE RELEVANT ACQUIRED ACQUISITION PRICE ACQUISITION TO THE YEAR TO THE END OF CONNECTED ASSETS HAS BEEN END OF THE THE REPORTING TRANSACTION FULLY REPORTING PERIOD PERIOD TRANSFERRED ---------------------------------------------------------------------------------------------------------------------------- Acquisition from CNPC of the assets and operations of June 10, 2008 RMB1,004 Not applicable Not applicable Yes, based on No the refined million valuation products marketing operations and assets ---------------------------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------------------------- WHETHER CONTRACTUAL RIGHTS AND OBLIGATIONS HAVE BEEN FULLY TRANSFERRED ---------------------------------------------------------------------------------------------------------------------------- Acquisition from CNPC of the assets and operations of No the refined products marketing operations and assets ---------------------------------------------------------------------------------------------------------------------------- 2008 INTERIM REPORT 32 The above transaction did not have any impact on the continuity of the Group's operation and management and is advantageous to the future financial position and operating results of the Group. Details of the transaction were published on the websites of the Hong Kong Stock Exchange and the Shanghai Stock Exchange on June 10, 2008. 9. PROPOSAL TO ISSUE DOMESTIC CORPORATE BONDS In order to satisfy the operations needs of the Company, on June 10, 2008, the Board resolved to issue domestic corporate bonds with an aggregate principal amount of not more than RMB60 billion in one or more tranches. The proposal was approved at the extraordinary general meeting of the Company held on July 31, 2008. 10. MATERIAL CONNECTED TRANSACTIONS (1) ONE-OFF CONNECTED TRANSACTIONS 1) Acquisition of the inspection and maintenance services in relation to the refining and chemical operations in Northeast China On April 28, 2008, the Company entered into an acquisition agreement with CNPC pursuant to which the Company has agreed to acquire the assets relating to the inspection and maintenance services in relation to the refining and chemical operations of six entities in Northeast China. Upon completion of the acquisition agreement, the Company will pay consideration in the sum of RMB43,832,200 to CNPC, representing the value of the net assets of the Northeast China inspection and maintenance operations as at September 30, 2007. The parties will adjust the consideration by reference to the net assets generated by the Northeast China inspection and maintenance operations for the period from October 1, 2007 to April 30, 2008 as shown in the management accounts. CNPC is the controlling shareholder of the Company. Pursuant to the Hong Kong Listing Rules and the Listing Rules of the Shanghai Listing Rules (the "Shanghai Listing Rules"), CNPC is a connected person of the Company and the acquisition constitutes a connected transaction of the Company. Details of the transaction were published on the websites of the Hong Kong Stock Exchange and the Shanghai Stock Exchange on April 28, 2008. 2) Acquisition of the refined products sales assets and business On June 10, 2008, the Company entered into an acquisition agreement with CNPC pursuant to which the Company has agreed to acquire the refined products sales assets and business from CNPC. Upon completion of the acquisition agreement, the Company will pay consideration in the sum of RMB1,004,530,000 to CNPC, representing the value of the net assets of the refined products sales assets and business as at the valuation date of those asset and business. The parties will adjust the consideration by reference to the net assets generated by the refined products sales assets and business for the period from the valuation date to the completion date as shown in the management accounts. CNPC is the controlling shareholder of the Company. Pursuant to the Hong Kong Listing Rules and Shanghai Listing Rules, CNPC is a connected person of the Company and the acquisition constitutes a connected transaction of the Company. Details of the transaction were published on the websites of the Hong Kong Stock Exchange and the Shanghai Stock Exchange on June 10, 2008. 2008 INTERIM REPORT 33 (2) CONTINUING CONNECTED TRANSACTION Pursuant to the provision of the Hong Kong Listing Rules and Shanghai Listing Rules, as at the end of the reporting period, CNPC is directly interested in approximately 86.29% of the total issued share capital of the Company, transactions between the Group and CNPC constitute connected transactions of the Company. The Group and CNPC continue to carry out certain existing continuing connected transactions. The Company sought independent shareholders' approval at the general meeting held on November 8, 2005 for a renewal of the existing continuing connected transactions and the new continuing connected transactions and proposed the new caps for existing continuing connected transactions and the new continuing connected transactions for January 1, 2006 to December 31, 2008. The Company further sought independent shareholders' approval at the general meeting held on November 1, 2006 for a renewal of the caps for the existing continuing connected transactions for January 1, 2006 to December 31, 2008 which were previously approved by shareholders at the general meeting held on November 8, 2005. The Group and CNPC will continue to carry out the existing continuing connected transactions referred to in the following agreements: 1) Comprehensive Products and Services Agreement, First Supplemental Comprehensive Agreement and Second Supplemental Comprehensive Agreement 2) Land Use Rights Leasing Contract 3) Buildings Leasing Contract and Buildings Supplementary Leasing Agreement 4) Intellectual Property Licensing Contracts 5) Contract for the Transfer of Rights under Production Sharing Contracts 6) Guarantee of Debts Contract Details of the above agreements were set out in the section headed "Connected Transactions" of the 2007 annual report of the Company published on March 20, 2008. (3) PERFORMANCE OF THE CONTINUING CONNECTED TRANSACTION DURING THE REPORTING PERIOD During the reporting period, in accordance with the CAS, the transaction amounts of the connected transactions incurred between the Group and its connected parties were RMB111,916 million, of which the transaction amounts resulting from the sales of goods and provision of services by the Group to its connected parties amounted to RMB25,472 million, representing 4.64% of the total revenue of the Group, and the transaction amounts resulting from the purchase of goods and provision of services from the connected parties to the Group amounted to RMB86,444 million, representing 18.62% of the operating costs of the Group. The amounts provided by the Group to connected parties (associate companies) amounted to RMB366 million and the balance of the amounts provided by the connected parties to the Group amounted to RMB25,131 million. (4) DETAILS OF THE CONNECTED TRANSACTIONS DURING THE REPORTING PERIOD HAVE BEEN SET OUT IN NOTE 9 TO THE FINANCIAL STATEMENTS OF THE GROUP PREPARED UNDER CAS AND NOTE 21 TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS OF THE GROUP PREPARED UNDER IFRS. 11. MATERIAL CONTRACTS AND PERFORMANCE (1) DURING THE REPORTING PERIOD, THERE IS NO ARRANGEMENT FOR ENTRUSTMENT, CONTRACTING OR HIRING OF OTHER COMPANIES' ASSETS THAT WOULD ACCOUNT FOR MORE THAN 10% (INCLUDING 10%) OF THE ANNUAL PROFIT OF THE COMPANY IN THE RESPECTIVE YEAR. 2008 INTERIM REPORT 34 (2) MATERIAL GUARANTEE At June 30, 2008, the Group had contingent liabilities in respect of guarantees made to China Petroleum Finance Company Limited ("CP Finance", a subsidiary of CNPC) as follows: Unit: RMB Million --------------------------------------------------------------------------------------------------------------- EXTERNAL GUARANTEES PROVIDED BY THE COMPANY (EXCLUDING GUARANTEES PROVIDED TO SUBSIDIARIES) --------------------------------------------------------------------------------------------------------------- DATE OF WHETHER GUARANTEE PROVIDED OCCURRENCE CONSTITUTED TO (DATE OF GUARANTEE TYPE OF GUARANTEE PERIOD OF WHETHER GUARANTEE TO EXECUTION OF AMOUNT GUARANTEE GUARANTEE CONNECTED AGREEMENT) EXPIRED PARTY (YES OR NO) --------------------------------------------------------------------------------------------------------------- Huahai Petroleum Transportation and Joint and several Marketing Company July 12, 2000 14 liabilities 10 years No No Limited* --------------------------------------------------------------------------------------------------------------- Huahai Petroleum Transportation and September 24, Joint and several Marketing Company 2001 37 liabilities 11 years No No Limited* --------------------------------------------------------------------------------------------------------------- Jinzhou Jinglian Lubricant October 21, Joint and several Addicatives 2003 18 liabilities 5 years No No Company Limited* --------------------------------------------------------------------------------------------------------------- Total amount of guarantees incurred during the reporting period 0 --------------------------------------------------------------------------------------------------------------- Total amount of guarantees as at the end of the reporting period 69 --------------------------------------------------------------------------------------------------------------- TOTAL AMOUNT OF GUARANTEES BY THE COMPANY (INCLUDING GUARANTEE PROVIDED FOR SUBSIDIARIES) --------------------------------------------------------------------------------------------------------------- Total amount of guarantees 69 --------------------------------------------------------------------------------------------------------------- Ratio of total amount of guarantees to the net assets of the Company 0.009% --------------------------------------------------------------------------------------------------------------- of which: --------------------------------------------------------------------------------------------------------------- Amount of guarantee provided for shareholders, ultimate controller and their respective related parties - --------------------------------------------------------------------------------------------------------------- Amount of guarantee provided directly or indirectly for entities with liabilities to assets ratio exceeding 70% - --------------------------------------------------------------------------------------------------------------- Amount of guarantee exceeding 50% of the total net asset - --------------------------------------------------------------------------------------------------------------- Aggregate amount of the above three types of guarantees - --------------------------------------------------------------------------------------------------------------- * for identification only 2008 INTERIM REPORT 35 (3) THE COMPANY DID NOT ENTRUST ANY OTHER PERSON TO CARRY OUT MONEY MANAGEMENT DURING THE REPORTING PERIOD NOR WERE THERE ANY SUCH ENTRUSTMENT THAT WAS EXTENDED FROM PRIOR PERIOD TO THE REPORTING PERIOD. (4) OTHER MATERIAL CONTRACTS Save as disclosed in this interim report, during the reporting period, the Company did not enter into any material contract which requires disclosure. 12. PERFORMANCE OF COMMITMENTS Specific undertakings made by CNPC, the controlling shareholder of the Company, as at the end of the reporting period includes: (1) According to the Restructuring Agreement entered into between CNPC and the Company on March 10, 2000, CNPC has undertaken to indemnify the Company against any claims or damages arising or resulting from certain matters in the Restructuring Agreement. (2) According to the Non-Competition Agreement entered into between CNPC and the Company on March 10, 2000, CNPC has undertaken to the Company that CNPC will not, and will procure its subsidiaries not to, develop, operate, assist in operating nor participate in any businesses by itself or jointly with another company within or outside the PRC that will compete with or lead to competition with the core businesses of the Group. According to the Agreement, CNPC has also granted to the Company pre-emptive rights to transaction with regards to part of its assets. (3) That for a period of 36 months commencing from the date of listing of the A shares of the Company on the Shanghai Stock Exchange, it will not transfer or entrust others for the management of the A shares which it holds, or allow such shares to be repurchased by the Company. However, certain shares held by CNPC, which may be subsequently listed on overseas stock exchanges after obtaining necessary approvals in the PRC, are not subject to the restriction of the 36-month lock-up period. The above undertakings have been performed in accordance with the manner as disclosed in the section headed "Performance of Commitments" of the 2007 annual report of the Company and the performance of the above undertakings have not been affected. 13. ENGAGEMENT AND DISENGAGEMENT OF FIRM OF ACCOUNTANTS The Company has, at the annual general meeting of the Company held on May 15, 2008, approved the continuation of appointment of PricewaterhouseCoopers Zhong Tian CPAs Company Limited as the domestic auditors of the Company and PricewaterhouseCoopers as the international auditors of the Company and authorised the Board to fix their remuneration. The interim financial reports prepared under CAS have been audited by PricewaterhouseCoopers Zhong Tian CPAs Company Limited, the signing certified public accountants of PricewaterhouseCoopers Zhong Tian CPAs Company Limited are Feng Heping and Zhang Liwen. 2008 INTERIM REPORT 36 14. PENALTIES ON THE COMPANY AND ITS DIRECTORS, SUPERVISORS, SENIOR MANAGEMENT, CONTROLLING SHAREHOLDERS AND DE FACTO CONTROLLER AND REMEDIES THERETO During the reporting period, none of the Directors, Supervisors, senior management, controlling shareholders or de facto controllers were subject to any investigation by the China Securities Regulatory Commission, nor was there any administrative penalty, denial of participation in the securities market or deemed unsuitable to act as directors thereby. 15. REPURCHASE, SALE OR REDEMPTION OF SECURITIES The Company and its subsidiaries did not sell any securities of the Company, nor did it repurchase or redeem any of the securities of the Company during the six months ended June 30, 2008. 16. INTERESTS OF DIRECTORS AND SUPERVISORS IN THE SHARE CAPITAL OF THE COMPANY As at June 30, 2008, save as disclosed herein, none of the Directors or Supervisors had any interest and short positions in any shares, underlying shares or debentures of the Company or any associated corporation within the meaning of Part XV of the SFO required to be recorded in the register mentioned under Section 352 of the SFO or as otherwise notifiable to the Company and the Hong Kong Stock Exchange by the Directors and Supervisors pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers. 17. COMPLIANCE WITH THE MODEL CODE FOR SECURITIES TRANSACTIONS BY DIRECTORS OF LISTED ISSUERS The Company has adopted the Model Code for Securities Transactions for Directors of Listed Issuers (the "Model Code") set out in Appendix 10 to the Hong Kong Listing Rules in respect of dealing of the Company's shares by its directors. Each Director and Supervisor has confirmed to the Company that each of them has complied with the requirements set out in the Model Code. 18. AUDIT COMMITTEE The audit committee of the Company formed pursuant to Appendix 14 to the Hong Kong Listing Rules comprises Mr Franco Bernabe, Mr Chee-Chen Tung, Mr Cui Junhui and Mr Wang Guoliang. The main responsibilities of the audit committee are the review and monitoring of the financial reporting and the internal control mechanism of the Group and giving advice to the Board of Directors. The audit committee of the Company has reviewed and confirmed the interim results announcement and the interim report for the six months ended June 30, 2008. 2008 INTERIM REPORT 37 19. QUALIFIED ACCOUNTANT In an announcement dated October 18, 2004, the Company announced that it had not been able to find a suitable accountant with professional accounting qualifications recognised to assume the position of qualified accountant as required under Rule 3.24 of the Hong Kong Listing Rules by September 30, 2004. The Company is still in the process of identifying suitable candidates with professional accounting qualifications to assist the Chief Financial Officer to oversee the compliance by the Company of the financial reporting and other related accounting matters. However, despite numerous attempts to find such a candidate, given the importance of the role and the function of the qualified accountant, the Company has still not been able to find a suitable candidate that meets all the requirements in Rule 3.24 of the Hong Kong Listing Rules. The Company is trying its best to identify a candidate with the appropriate qualifications, experience and understanding of the oil and gas industry to act as the joint qualified accountant to assist the Chief Financial Officer of the Company to carry out his duties. The Company will make an application for a 3-year waiver to the Hong Kong Stock Exchange when it has identified the joint qualified accountant. 20. OTHER SIGNIFICANT EVENTS (1) In April 2008, the Company was notified by the Ministry of Finance of the PRC that in order to ensure supply of crude oil and refined products in the market, financial support measures would be provided to the Company. During the reporting period, the Company recognised governmental grants in the amount of RMB4,573 million. (2) On May 12, 2008, an earthquake with a magnitude of 8.0 on the Richter scale struck Wenchuan area of Sichuan Province of the PRC. As a result of the Company's well-established production facilities and effective contingency plans, the earthquake did not have material adverse effect on the production and operations of the Company. (3) On June 20, 2008, the PRC Government adjusted the prices of refined products in the domestic market, raising the ex-factory prices of gasoline and diesel by RMB1,000 per ton and the ex-factory prices of aviation fuel by RMB1,500 per ton, representing an increase of the ex-factory prices of gasoline, diesel and aviation fuel by 18.2%, 19.7% and 25.2% respectively. 21. DISCLOSURE OF OTHER INFORMATION Save as disclosed above, there have been no material changes from the information disclosed in the annual report of the Group for the year ended December 31, 2007 in respect of matters required to be disclosed under paragraph 46(3) of Appendix 16 to the Hong Kong Listing Rules. 2008 INTERIM REPORT 38 22. INDEX OF INFORMATION DISCLOSURE ------------------------------------------------------------------------------------------------------------- MATTER WEBSITE/NAME OF NEWSPAPER DATE OF PUBLICATION / RELEASE ------------------------------------------------------------------------------------------------------------- Website of the Hong Kong Stock January 31, 2008 Announcement on the Circulation of A Shares Exchange Placed Offline (Lock-up period of 3 months) ---------------------------------------------------------------- China Securities Journal, Shanghai February 1, 2008 Securities News and Securities Times ------------------------------------------------------------------------------------------------------------- Announcement on the Date of Board Meeting Website of the Hong Kong Stock March 6, 2008 Exchange ------------------------------------------------------------------------------------------------------------- Website of the Hong Kong Stock Announcement on the delay in publication of Exchange, China Securities Journal, results announcement Shanghai Securities News and March 19, 2008 Securities Times ------------------------------------------------------------------------------------------------------------- Results announcement for the year ended Website of the Hong Kong Stock March 19, 2008 December 31, 2007 Exchange ------------------------------------------------------------------------------------------------------------- Announcement of the Resolutions Passed at the Seventh Meeting of the Third Session of China Securities Journal, Shanghai March 20, 2008 the Supervisory Committee Securities News and Securities Times ------------------------------------------------------------------------------------------------------------- Announcement of the Resolutions Passed at the Tenth Meeting of the Third Session of China Securities Journal, Shanghai March 20, 2008 the Board Securities News and Securities Times ------------------------------------------------------------------------------------------------------------- Summary of Annual Report China Securities Journal, Shanghai March 20, 2008 Securities News and Securities Times ------------------------------------------------------------------------------------------------------------- Circular to shareholders of H share on the proposed amendment to the Articles of Association, general mandate to issue shares, proposed adoption of procedural Website of the Hong Kong Stock March 28, 2008 rules and proposed re-election and Exchange appointment of directors and supervisors, reply slip and proxy form ------------------------------------------------------------------------------------------------------------- Website of the Hong Kong Stock Notice of 2007 Annual General Meeting Exchange, China Securities Journal, Shanghai Securities News and March 28, 2008 Securities Times ------------------------------------------------------------------------------------------------------------- Annual Report for 2007 Website of the Hong Kong Stock April 15, 2008 Exchange ------------------------------------------------------------------------------------------------------------- Announcement on the Date of Board Meeting Website of the Hong Kong Stock April 16, 2008 Exchange ------------------------------------------------------------------------------------------------------------- Website of the Hong Kong Stock Supplemental Notice of 2007 Annual General Exchange, China Securities Journal, Meeting, Supplemental proxy form Shanghai Securities News and April 17, 2008 Securities Times ------------------------------------------------------------------------------------------------------------- Website of the Hong Kong Stock April 20, 2008 Exchange Announcement on Financial Support Measures by the State to Ensure Supply of Crude Oil ---------------------------------------------------------------- and Refined Products China Securities Journal, Shanghai April 21, 2008 Securities News and Securities Times ------------------------------------------------------------------------------------------------------------- Announcement on Connected Transaction Website of the Hong Kong Stock April 28, 2008 Exchange ------------------------------------------------------------------------------------------------------------- Website of the Hong Kong Stock April 28, 2008 Exchange First Quarterly Report for 2008 ---------------------------------------------------------------- China Securities Journal, Shanghai April 29, 2008 Securities News and Securities Times ------------------------------------------------------------------------------------------------------------- Announcement on the Resolutions Passed at China Securities Journal, Shanghai April 29, 2008 the Meeting of the Board Securities News and Securities Times ------------------------------------------------------------------------------------------------------------- Announcement on the demise of director/ Website of the Hong Kong Stock May 15, 2008 Change of directors and supervisors Exchange ------------------------------------------------------------------------------------------------------------- 2008 INTERIM REPORT 39 ------------------------------------------------------------------------------------------------------------- MATTER WEBSITE/NAME OF NEWSPAPER DATE OF PUBLICATION / RELEASE ------------------------------------------------------------------------------------------------------------- Website of the Hong Kong Stock May 15, 2008 Exchange Announcement on the Poll Results of the 2007 Annual General Meeting and Payment of ---------------------------------------------------------------- Dividends China Securities Journal, Shanghai May 16, 2008 Securities News and Securities Times ------------------------------------------------------------------------------------------------------------- Announcement on the Appointment of Chairman, Website of the Hong Kong Stock May 16, 2008 Vice-Chairman and Senior Management Exchange ------------------------------------------------------------------------------------------------------------- Announcement on the Election of the Employees Supervisors at the Fourth Session China Securities Journal, Shanghai May 16, 2008 of the Supervisory Committee Securities News and Securities Times ------------------------------------------------------------------------------------------------------------- Announcement on the Resolutions Passed at the First Meeting of the Fourth Session of China Securities Journal, Shanghai May 17, 2008 the Board Securities News and Securities Times ------------------------------------------------------------------------------------------------------------- Announcement on the Resolutions Passed at the First Meeting of the Fourth Session of China Securities Journal, Shanghai May 17, 2008 the Supervisory Committee Securities News and Securities Times ------------------------------------------------------------------------------------------------------------- Website of the Hong Kong Stock May 20, 2008 Exchange Announcement on the Impact of Earthquake in ---------------------------------------------------------------- Sichuan Province on the Company China Securities Journal, Shanghai May 21, 2008 Securities News and Securities Times ------------------------------------------------------------------------------------------------------------- Announcement on the Declaration of Final China Securities Journal, Shanghai May 23, 2008 Dividends for 2007 to shareholders of A Securities News and Securities Times shares ------------------------------------------------------------------------------------------------------------- Announcement on Connected Transaction - Acquisition of Refined Products Sales Assets Website of the Hong Kong Stock June 11, 2008 and Business Exchange ------------------------------------------------------------------------------------------------------------- Announcement on the Proposed Issue of Website of the Hong Kong Stock June 11, 2008 Domestic Corporate Bonds in the PRC Exchange ------------------------------------------------------------------------------------------------------------- Announcement on the Resolutions Passed at China Securities Journal, Shanghai June 11, 2008 the Meeting of the Board Securities News and Securities Times ------------------------------------------------------------------------------------------------------------- Circular to shareholders of H shares on the Proposed Issue of Domestic Corporate Bonds Website of the Hong Kong Stock June 11, 2008 in the PRC, proxy form and reply slip Exchange ------------------------------------------------------------------------------------------------------------- Website of the Hong Kong Stock Exchange, China Securities Journal, Notice of Extraordinary General Meeting Shanghai Securities News and June 12, 2008 Securities Times ------------------------------------------------------------------------------------------------------------- Website of the Hong Kong Stock July 31, 2008 Exchange Announcement on the Poll Results of ---------------------------------------------------------------- Extraordinary General Meeting China Securities Journal, Shanghai August 1, 2008 Securities News and Securities Times ------------------------------------------------------------------------------------------------------------- Announcement on the Resolutions Passed at China Securities Journal, Shanghai August 26, 2008 the Meeting of the Board Securities News and Securities Times ------------------------------------------------------------------------------------------------------------- 2008 INTERIM REPORT 40 DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT 1. ELECTION OF MEMBERS OF THE FOURTH SESSION OF BOARD OF DIRECTORS, MEMBERS OF THE FOURTH SESSION OF SUPERVISORY COMMITTEE AND APPOINTMENT OF SENIOR MANAGEMENT AND CHANGE OF DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT In the first half of 2008, the term of the third session of Board of Directors and the third session of Supervisory Committee expired. On May 15, 2008, the Company held the annual general meeting for 2007 at which members of the fourth session of Board of Directors and shareholder representative Supervisors of the fourth session of Supervisory Committee were elected. At the same time, the employees of the Company elected Mr Wang Yawei, Mr Qin Gang and Ms Wang Shali as employee representative Supervisors of the fourth session of Supervisory Committee who formed the fourth session of Supervisory Committee with the shareholder representative Supervisors. The new session of Board of Directors shall comprise 14 members. Amongst the members of the last session of Board of Directors, apart from Mr Zheng Hu and Mr Gong Huazhang who retired from their offices due to reaching retirement age and Mr Duan Wende who passed away due to illness, all other Directors of the Company were re-elected to be the members of the new session of Board of Directors. In addition, there shall be six more Directors in the new session of the Board of Directors (namely Mr Wang Fucheng, Mr Li Xinhua, Mr Liao Yongyuan, Mr Wang Guoliang, Mr Li Yongwu and Mr Cui Junhui), of whom Mr Li Yongwu and Mr Cui Junhui shall be appointed independent non-executive Directors of the Company. The new session of Supervisory Committee shall comprise 9 members. Amongst the members of the last session of Supervisory Committee, apart from Mr Zhang Jinzhu who retired from his office due to reaching retirement age and Mr Wang Fucheng and Mr Li Yongwu who resigned from their office as Supervisors before their commencing their office as Directors of the Company, all other Supervisors of the Company were re-elected to be the members of the new session of Supervisory Committee. In addition, there shall be five more members in the new session of Supervisor Committee (namely Mr Chen Ming, Mr Yu Yibo, Mr Wang Yawei, Ms Wang Shali and Mr Li Yuan), in which Mr Wang Yawei and Ms Wang Shali shall be the employee representative Supervisors and Mr Li Yuan shall be an independent supervisor of the Company. 2008 INTERIM REPORT 41 On May 16, 2008, the Company held the first meeting of the fourth session of Board of Directors, at which Mr Jiang Jiemin was elected to be the Chairman of the Board of Directors of the Company and Mr Zhou Jiping be the Vice Chairman of the Board of Directors of the Company. Mr Zhou Jiping was also appointed as the President of the Company. Mr Zhao Zhengzhang was appointed to be the Vice President of the Company. Mr Wang Daofu was appointed to be the Chief Geologist of the Company. Mr Huang Weihe was appointed to be the Chief Engineer of the Company. In the afternoon of May 15, 2008, the Company held the first meeting of the fourth session of Supervisory Committee, at which Mr Chen Ming was elected to be the Chairman of the fourth session of Supervisory Committee of the Company. 2. BASIC PARTICULARS OF THE CURRENT DIRECTORS, SUPERVISORS AND OTHER SENIOR MANAGEMENT Directors ------------------------------------------------------------------------------------------------------------- NAME GENDER AGE POSITION ------------------------------------------------------------------------------------------------------------- Jiang Jiemin Male 52 Chairman of the Board of Directors ------------------------------------------------------------------------------------------------------------- Zhou Jiping Male 56 Vice Chairman, President ------------------------------------------------------------------------------------------------------------- Wang Yilin Male 51 Non-executive Director ------------------------------------------------------------------------------------------------------------- Zeng Yukang Male 57 Non-executive Director ------------------------------------------------------------------------------------------------------------- Wang Fucheng Male 58 Non-executive Director ------------------------------------------------------------------------------------------------------------- Li Xinhua Male 55 Non-executive Director ------------------------------------------------------------------------------------------------------------- Liao Yongyuan Male 45 Executive Director, Vice President ------------------------------------------------------------------------------------------------------------- Wang Guoliang Male 55 Non-executive Director ------------------------------------------------------------------------------------------------------------- Jiang Fan Male 45 Non-executive Director ------------------------------------------------------------------------------------------------------------- Chee-Chen Tung Male 65 Independent Non-executive Director ------------------------------------------------------------------------------------------------------------- Liu Hongru Male 77 Independent Non-executive Director ------------------------------------------------------------------------------------------------------------- Franco Bernabe Male 59 Independent Non-executive Director ------------------------------------------------------------------------------------------------------------- Li Yongwu Male 64 Independent Non-executive Director ------------------------------------------------------------------------------------------------------------- Cui Junhui Male 62 Independent Non-executive Director ------------------------------------------------------------------------------------------------------------- Supervisors ------------------------------------------------------------------------------------------------------------- NAME GENDER AGE POSITION ------------------------------------------------------------------------------------------------------------- Chen Ming Male 57 Chairman of the Supervisory Committee ------------------------------------------------------------------------------------------------------------- Wen Qingshan Male 49 Supervisor ------------------------------------------------------------------------------------------------------------- Sun Xianfeng Male 55 Supervisor ------------------------------------------------------------------------------------------------------------- Yu Yibo Male 44 Supervisor ------------------------------------------------------------------------------------------------------------- Wang Yawei Male 53 Employee Supervisor ------------------------------------------------------------------------------------------------------------- Qin Gang Male 54 Employee Supervisor ------------------------------------------------------------------------------------------------------------- Wang Shali Female 53 Employee Supervisor ------------------------------------------------------------------------------------------------------------- Wu Zhipan Male 51 Independent Supervisor ------------------------------------------------------------------------------------------------------------- Li Yuan Male 61 Independent Supervisor ------------------------------------------------------------------------------------------------------------- 2008 INTERIM REPORT 42 Particulars of other Senior Management ------------------------------------------------------------------------------------------------------------- NAME GENDER AGE POSITION ------------------------------------------------------------------------------------------------------------- Sun Longde Male 46 Vice President ------------------------------------------------------------------------------------------------------------- Shen Diancheng Male 49 Vice President ------------------------------------------------------------------------------------------------------------- Liu Hongbin Male 45 Vice President ------------------------------------------------------------------------------------------------------------- Zhou Mingchun Male 41 Chief Financial Officer ------------------------------------------------------------------------------------------------------------- Li Hualin Male 45 Vice President ------------------------------------------------------------------------------------------------------------- Zhao Zhengzhang Male 51 Vice President ------------------------------------------------------------------------------------------------------------- Lin Aiguo Male 50 Chief Engineer ------------------------------------------------------------------------------------------------------------- Wang Daofu Male 52 Chief Geologist ------------------------------------------------------------------------------------------------------------- Huang Weihe Male 50 Chief Engineer ------------------------------------------------------------------------------------------------------------- Li Huaiqi Male 59 Secretary to the Board of Directors ------------------------------------------------------------------------------------------------------------- Information on the Changes in the Shareholding in the Company Held by the Directors, Supervisors and Senior Management Unit: Share --------------------------------------------------------------------------------------------------------------- NUMBER OF NUMBER OF SHARES IN THE SHARES IN THE COMPANY HELD INCREASE IN COMPANY HELD AS AT THE THE NUMBER DECREASE IN AS AT THE BEGINNING OF OF SHARES THE NUMBER OF END OF THE NATURE OF THE REPORTING HELD IN THE SHARES HELD IN REPORTING REASON FOR NAME POSITION SHARES PERIOD COMPANY THE COMPANY PERIOD THE CHANGE --------------------------------------------------------------------------------------------------------------- Yu Yibo Supervisor A shares 56,500 - - 56,500 - --------------------------------------------------------------------------------------------------------------- A shares 7,000 - - 7,000 - Wang Shali Supervisor ------------------------------------------------------------------------------------- H shares 18,000 - - 18,000 - --------------------------------------------------------------------------------------------------------------- 2008 INTERIM REPORT 43 (PRICEWATERHOUSECOOPERS LOGO) -------------------------------------------------------------------------------- PricewaterhouseCoopers Zhong Tian CPAs Limited Company 11/F PricewaterhouseCoopers Centre 202 Hu Bin Road Shanghai 200021 P.R.C Tel:+86 (21) 2323 8888 Fax:+86 (21) 2323 8800 REPORT OF THE AUDITORS PWC ZT SHEN ZI (2008) NO. 10056 (PAGE 1/2) TO THE SHAREHOLDERS OF PETROCHINA COMPANY LIMITED: We have audited the accompanying financial statements of PetroChina Company Limited (the "Company") and its subsidiaries (the "Group"), which comprise the consolidated and company balance sheets as at June 30, 2008, and the consolidated and company income statements, the consolidated and company cash flow statements and the consolidated and company statements of changes in equity for the six months ended June 30, 2008 and notes to these financial statements. 1. MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS Management is responsible for the preparation of these financial statements in accordance with the Accounting Standards for Business Enterprises. This responsibility includes: (i)Designing, implementing and maintaining internal control relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or error; (ii)Selecting and applying appropriate accounting policies; and (iii)Making accounting estimates that are reasonable in the circumstances. 2. AUDITOR'S RESPONSIBILITY Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Auditing Standards for Certified Public Accountants of China. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance as to whether the financial statements are free from material misstatement. 2008 INTERIM REPORT 44 PWC ZT SHEN ZI (2008) NO. 10056 (PAGE 2/2) An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 3. OPINION In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company and of the Group as at June 30, 2008, and their financial performance and cash flows for the six months ended June 30, 2008 in accordance with the Accounting Standards for Business Enterprises. PricewaterhouseCoopers Zhong Certified Public Tian CPAs Limited Company Accountant -------------------- Heping Feng Shanghai, the People's Republic Certified Public of China, August 27, 2008 Accountant -------------------- Liwen Zhang 2008 INTERIM REPORT 45 PETROCHINA COMPANY LIMITED CONSOLIDATED AND COMPANY BALANCE SHEETS AS AT JUNE 30, 2008 (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------------------------------------- JUNE 30, 2008 DECEMBER 31, 2007 JUNE 30, 2008 DECEMBER 31, 2007 ------------- ----------------- ------------- ----------------- ASSETS NOTES THE GROUP THE GROUP THE COMPANY THE COMPANY -------------------------------------------------------------------------------------------------------------- Current assets Cash at bank and on hand 7(1) 74,377 88,589 58,730 78,332 Notes receivable 7(2) 5,832 4,735 5,628 3,988 Accounts receivable 7(3a) 27,726 18,419 3,365 2,131 Advances to suppliers 7(4) 51,042 20,386 40,262 16,086 Interest receivable 242 109 242 109 Dividends receivable 25 18 85 85 Other receivables 7(3b) 16,964 15,444 23,757 24,173 Inventories 7(5) 98,560 88,467 80,689 70,284 Current portion of non-current assets 37 59 35 59 Other current assets 9 2 9 2 ------------ ----------------- ------------- ------------------ Total current assets 274,814 236,228 212,802 195,249 ------------ ----------------- ------------- ------------------- Non-current assets Available-for-sale financial assets 7(6) 2,147 2,530 1,098 1,456 Long-term equity investments 7(7) 26,855 22,686 120,707 104,691 Fixed assets 7(8) 239,884 247,803 193,382 199,411 Oil and gas properties 7(9) 319,957 326,328 228,086 231,921 Construction in progress 7(11) 134,260 105,634 108,816 85,597 Construction materials 7(10) 8,681 6,927 6,159 5,455 Fixed assets pending disposal 481 287 481 282 Intangible assets 7(12) 20,943 20,022 16,944 16,356 Goodwill 148 - - - Long-term prepaid expenses 7(13) 12,402 12,028 10,365 9,924 Deferred tax assets 7(26a) 18,288 12,871 12,989 9,048 Other non-current assets 536 748 - - ------------ ----------------- ------------- ------------------ Total non-current assets 784,582 757,864 699,027 664,141 ------------ ----------------- ------------- ------------------ TOTAL ASSETS 1,059,396 994,092 911,829 859,390 ============ ================= ============= ================== -------------------------------------------------------------------------------------------------------------- The accompanying notes form an integral part of these financial statements. ----------------------- ------------------------- -------------------------- Chairman President Chief Financial Officer Jiang Jiemin Zhou Jiping Zhou Mingchun 2008 INTERIM REPORT 46 PETROCHINA COMPANY LIMITED CONSOLIDATED AND COMPANY BALANCE SHEETS AS AT JUNE 30, 2008 (CONTINUED) (All amounts in RMB millions unless otherwise stated) ------------------------------------------------------------------------------------------------------------ LIABILITIES AND JUNE 30, 2008 DECEMBER 31, 2007 JUNE 30, 2008 DECEMBER 31, 2007 SHAREHOLDERS' --------------------------------------------------------------------- EQUITY NOTES THE GROUP THE GROUP THE COMPANY THE COMPANY ------------------------------------------------------------------------------------------------------------ Current liabilities Short-term borrowings 7(15) 25,817 18,734 31,224 17,898 Notes payable 7(16) 1,059 1,143 - - Accounts payable 7(17) 117,590 104,460 73,848 66,877 Advances from customers 7(18) 15,177 12,433 12,309 10,443 Employee compensation payable 7(19) 7,961 11,585 6,768 10,751 Taxes payable 7(20) 22,262 22,808 5,668 13,793 Interest payable 178 173 86 61 Dividends payable 874 89 - - Other payables 7(21) 35,912 17,849 69,696 46,582 Provisions 7(22) 560 715 61 75 Current portion of non-current liabilities 7(23) 13,440 11,652 11,777 9,029 Other current liabilities 12 13 - - ------------- ----------------- ------------- ----------------- Total current liabilities 240,842 201,654 211,437 175,509 ------------- ----------------- ------------- ----------------- Non-current liabilities Deferred income 79 76 61 62 Long-term borrowings 7(24) 31,044 35,305 23,543 29,044 Debentures payable 7(25) 4,243 4,383 3,500 3,500 Long-term payables 57 57 56 56 Grants payable 743 774 681 710 Provisions 7(22) 25,966 24,761 16,081 15,307 Deferred tax liabilities 7(26b) 13,550 11,883 7,466 6,598 Other non-current liabilities 127 128 123 123 ------------- ----------------- ------------- ----------------- Total non-current liabilities 75,809 77,367 51,511 55,400 ------------- ----------------- ------------- ----------------- Total liabilities 316,651 279,021 262,948 230,909 ------------- ----------------- ------------- ----------------- Shareholders' equity Share capital 7(27) 183,021 183,021 183,021 183,021 Capital surplus 7(28) 122,019 122,192 125,683 125,848 Surplus reserves 7(29) 102,696 102,696 91,596 91,596 Undistributed profits 7(30) 290,191 270,544 248,581 228,016 Currency translation differences (1,778) (1,086) - - ------------- ----------------- ------------- ----------------- Equity attributable to equity holders of the Company 696,149 677,367 648,881 628,481 ------------- ----------------- ------------- ----------------- Minority interest 7(31) 46,596 37,704 - - ------------- ----------------- ------------- ----------------- Total shareholders' equity 742,745 715,071 648,881 628,481 ------------- ----------------- ------------- ----------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 1,059,396 994,092 911,829 859,390 ============= ================= ============= ================= ------------------------------------------------------------------------------------------------------------ The accompanying notes form an integral part of these financial statements. ----------------------- ------------------------- -------------------------- Chairman President Chief Financial Officer Jiang Jiemin Zhou Jiping Zhou Mingchun 2008 INTERIM REPORT 47 PETROCHINA COMPANY LIMITED CONSOLIDATED AND COMPANY INCOME STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 (All amounts in RMB millions unless otherwise stated) ------------------------------------------------------------------------------------------------------- FOR THE SIX FOR THE SIX FOR THE SIX FOR THE SIX MONTHS MONTHS MONTHS MONTHS ENDED JUNE ENDED JUNE ENDED JUNE ENDED JUNE 30, 2008 30, 2007 30, 2008 30, 2007 ----------- ----------- ----------- ----------- ITEMS NOTES THE GROUP THE GROUP THE COMPANY THE COMPANY ------------------------------------------------------------------------------------------------------- 1. Operating income 7(32) 549,522 392,726 393,015 290,391 Less: Cost of sales 7(32) (361,287) (223,140) (310,500) (195,320) Tax and levies on operations 7(33) (61,891) (26,853) (37,130) (16,258) Selling expenses (21,576) (19,075) (17,078) (15,049) General and administrative expenses (29,562) (21,475) (23,565) (15,738) Finance expenses 7(34) (1,448) (1,656) (205) (944) Asset impairment losses 7(35) (7,330) 2,317 (7,315) 1,842 Add: Investment income 7(36) 4,297 3,090 44,104 30,404 ----------- ----------- ----------- ----------- 2. Operating profit 70,725 105,934 41,326 79,328 ----------- ----------- ----------- ----------- Add: Non-operating income 7(37a) 5,614 1,441 4,606 856 Less: Non-operating expenses 7(37b) (3,133) (1,081) (1,766) (948) ----------- ----------- ----------- ----------- 3. Profit before taxation 73,206 106,294 44,166 79,236 ----------- ----------- ----------- ----------- Less: Taxation 7(38) (17,909) (25,997) 5,107 (5,788) ----------- ----------- ----------- ----------- 4. Net profit 55,297 80,297 49,273 73,448 ----------- ----------- ----------- ----------- Net profit attributable to equity holders of the Company 48,355 75,882 49,273 73,448 Minority interest 6,942 4,415 - - 5. Earnings per share (based on net profit attributable to equity holders of the Company) Basic earnings per share (RMB, Yuan) 7(39) 0.26 0.42 0.27 0.41 Diluted earnings per share (RMB, Yuan) 7(39) 0.26 0.42 0.27 0.41 =========== =========== =========== =========== ------------------------------------------------------------------------------------------------------- The accompanying notes form an integral part of these financial statements. ----------------------- ----------------------- -------------------------- Chairman President Chief Financial Officer Jiang Jiemin Zhou Jiping Zhou Mingchun 2008 INTERIM REPORT 48 PETROCHINA COMPANY LIMITED CONSOLIDATED AND COMPANY CASH FLOW STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------------------------------------- FOR THE SIX FOR THE SIX FOR THE SIX FOR THE SIX MONTHS MONTHS MONTHS MONTHS ENDED JUNE ENDED JUNE ENDED JUNE ENDED JUNE 30, 2008 30, 2007 30, 2008 30, 2007 ----------- ----------- ----------- ----------- ITEMS NOTES THE GROUP THE GROUP THE COMPANY THE COMPANY -------------------------------------------------------------------------------------------------------------- 1. CASH FLOWS FROM OPERATING ACTIVITIES Cash received from sales of goods and rendering of services 634,074 444,524 457,759 333,860 Refund of taxes and levies 4,186 536 3,329 501 Cash received relating to other operating activities 1,674 363 5,274 1,317 ----------- ----------- ----------- ----------- SUB-TOTAL OF CASH INFLOWS 639,934 445,423 466,362 335,678 ----------- ----------- ----------- ----------- Cash paid for goods and services (374,110) (210,590) (325,820) (193,789) Cash paid to and on behalf of employees (34,035) (21,200) (27,280) (14,729) Payments of taxes and levies (122,470) (80,234) (63,098) (46,070) Cash paid relating to other operating activities (25,313) (21,222) (11,597) (13,359) ----------- ----------- ----------- ----------- SUB-TOTAL OF CASH OUTFLOWS (555,928) (333,246) (427,795) (267,947) ----------- ----------- ----------- ----------- NET CASH FLOWS FROM OPERATING ACTIVITIES 7(40a) 84,006 112,177 38,567 67,731 ----------- ----------- ----------- ----------- 2. CASH FLOWS FROM INVESTING ACTIVITIES Cash received from disposal of investments 7,255 2,731 8,026 1,177 Cash received from returns on investments 3,498 1,200 44,492 30,196 Net cash received from disposal of fixed assets,oil and gas properties, intangible assets and other long-term assets 98 512 77 17 ----------- ----------- ----------- ----------- SUB-TOTAL OF CASH INFLOWS 10,851 4,443 52,595 31,390 ----------- ----------- ----------- ----------- Cash paid to acquire fixed assets, oil and gas properties, intangible assets and other long-term assets (78,717) (60,420) (68,431) (46,397) Cash paid to acquire investments (345) (1,374) (15,761) (918) Including: Cash paid to purchase shares of listed subsidiaries - (86) - (86) ----------- ----------- ----------- ----------- SUB-TOTAL OF CASH OUTFLOWS (79,062) (61,794) (84,192) (47,315) ----------- ----------- ----------- ----------- NET CASH FLOWS FROM INVESTING ACTIVITIES (68,211) (57,351) (31,597) (15,925) ----------- ----------- ----------- ----------- 3. CASH FLOWS FROM FINANCING ACTIVITIES Cash received from capital contributions 8,232 266 - - Including: Cash received from minority shareholders' capital contributions to subsidiaries 8,232 266 - - Cash received from borrowings 38,272 28,408 27,872 22,237 Cash received relating to other financing activities 24 64 21 31 ----------- ----------- ----------- ----------- SUB-TOTAL OF CASH INFLOWS 46,528 28,738 27,893 22,268 ----------- ----------- ----------- ----------- --------------------------------------------------------------------------------------------------------------- 2008 INTERIM REPORT 49 PETROCHINA COMPANY LIMITED CONSOLIDATED AND COMPANY CASH FLOW STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 (CONTINUED) (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------------------------------------- FOR THE SIX FOR THE SIX FOR THE SIX FOR THE SIX MONTHS MONTHS MONTHS MONTHS ENDED JUNE ENDED JUNE ENDED JUNE ENDED JUNE 30, 2008 30, 2007 30, 2008 30, 2007 ----------- ----------- ----------- ----------- ITEMS NOTES THE GROUP THE GROUP THE COMPANY THE COMPANY -------------------------------------------------------------------------------------------------------------- Cash repayments of borrowings (34,080) (28,931) (16,594) (22,160) Cash payments for interest expenses and distribution of dividends or profits (33,728) (31,638) (29,821) (29,256) Including: Subsidiaries' cash payments for distribution of dividends or profits to minority shareholders (3,045) (1,895) - - Capital reduction (1,165) - - - Cash payments relating to other financing activities (53) (185) (50) (96) ----------- ----------- ----------- ----------- SUB-TOTAL OF CASH OUTFLOWS (69,026) (60,754) (46,465) (51,512) ----------- ----------- ----------- ----------- NET CASH FLOWS FROM FINANCING ACTIVITIES (22,498) (32,016) (18,572) (29,244) ----------- ----------- ----------- ----------- 4. EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 49 402 - - ----------- ----------- ----------- ----------- 5. NET (DECREASE) / INCREASE IN CASH AND CASH EQUIVALENTS (6,654) 23,212 (11,602) 22,562 ----------- ----------- ----------- ----------- Add: Cash and cash equivalents at beginning of the period 7(40b) 65,494 48,559 60,332 45,029 ----------- ----------- ----------- ----------- 6. CASH AND CASH EQUIVALENTS AT END OF THE PERIOD 7(40c) 58,840 71,771 48,730 67,591 =========== =========== =========== =========== -------------------------------------------------------------------------------------------------------------- The accompanying notes form an integral part of these financial statements. ------------------------------------ ---------------------------------- ---------------------------------- Chairman President Chief Financial Officer Jiang Jiemin Zhou Jiping Zhou Mingchun 2008 INTERIM REPORT 50 PETROCHINA COMPANY LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2008 (All amounts in RMB millions unless otherwise stated) ----------------------------------------------------------------------------------------------------------------------------------- SHAREHOLDERS' EQUITY ATTRIBUTABLE TO THE COMPANY -------------------------------------------------------- TOTAL CURRENCY SHAREH- SHARE CAPITAL SURPLUS UNDISTRIBUTED TRANSLATION MINORITY OLDERS' ITEMS CAPITAL SURPLUS RESERVES PROFITS DIFFERENCES INTEREST EQUITY ----------------------------------------------------------------------------------------------------------------------------------- Balance at January 1, 2007 179,021 59,797 89,928 213,255 (534) 26,128 567,595 ------- ------- -------- ------------- ---------- -------- ------- Changes in the six months ended June 30, 2007 - (64) - 48,188 (132) 2,549 50,541 ------- ------- -------- ------------- ---------- -------- ------- Net profit - - - 75,882 - 4,415 80,297 ------- ------- -------- ------------- ---------- -------- ------- Losses recognised directly in equity - (64) - - (132) (237) (433) ------- ------- -------- ------------- ---------- -------- ------- Currency translation differences - - - - (132) (226) (358) Purchase of minority interest in subsidiaries - (64) - - - (22) (86) Other - - - - - 11 11 ------- ------- -------- ------------- ---------- -------- ------- Sub-total - (64) - 75,882 (132) 4,178 79,864 ------- ------- -------- ------------- ---------- -------- ------- Shareholders' contribution and withdrawal - - - - - 266 266 ------- ------- -------- ------------- ---------- -------- ------- Capital contribution by shareholders - - - - - 266 266 ------- ------- -------- ------------- ---------- -------- ------- Profit distribution - - - (27,694) - (1,895) (29,589) ------- ------- -------- ------------- ---------- -------- ------- Distribution to shareholders - - - (27,694) - (1,895) (29,589) ------- ------- -------- ------------- ---------- -------- ------- Balance at June 30, 2007 179,021 59,733 89,928 261,443 (666) 28,677 618,136 ======= ======= ======== ============= ========== ======== ======= ----------------------------------------------------------------------------------------------------------------------------------- 2008 INTERIM REPORT 51 PETROCHINA COMPANY LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2008 (CONTINUED) (All amounts in RMB millions unless otherwise stated) ----------------------------------------------------------------------------------------------------------------------------------- SHAREHOLDERS' EQUITY ATTRIBUTABLE TO THE COMPANY ---------------------------------------------------------- CURRENCY TOTAL SHARE CAPITAL SURPLUS UNDISTRIBUTED TRANSLATION MINORITY SHAREHOLDERS' ITEMS CAPITAL SURPLUS RESERVES PROFITS DIFFERENCES INTEREST EQUITY ----------------------------------------------------------------------------------------------------------------------------------- Balance at January 1, 2008 183,021 122,192 102,696 270,544 (1,086) 37,704 715,071 ------- ------- -------- ------------- ----------- -------- ------------- Changes in the six months ended June 30, 2008 - (173) - 19,647 (692) 8,892 27,674 ------- ------- -------- ------------- ----------- -------- ------------- Net profit - - - 48,355 - 6,942 55,297 ------- ------- -------- ------------- ----------- -------- ------------- Losses recognised directly in equity - (173) - - (692) (1,287) (2,152) ------- ------- -------- ------------- ----------- -------- ------------- Currency translation differences - - - - (692) (1,185) (1,877) Purchase of minority interest in subsidiaries - (15) - - - (117) (132) Fair value changes of available-for- sale financial assets - (158) - - - - (158) Other - - - - - 15 15 ------- ------- -------- ------------- ----------- -------- ------------- Sub-total - (173) - 48,355 (692) 5,655 53,145 ------- ------- -------- ------------- ----------- -------- ------------- Shareholders' contribution and withdrawal - - - - - 7,067 7,067 ------- ------- -------- ------------- ----------- -------- ------------- Capital contribution by shareholders - - - - - 8,232 8,232 Capital reduction - - - - - (1,165) (1,165) ------- ------- -------- ------------- ----------- -------- ------------- Profit distribution - - - (28,708) - (3,830) (32,538) ------- ------- -------- ------------- ----------- -------- ------------- Distribution to shareholders - - - (28,708) - (3,830) (32,538) ------- ------- -------- ------------- ----------- -------- ------------- Balance at June 30, 2008 183,021 122,019 102,696 290,191 (1,778) 46,596 742,745 ======= ======= ======== ============= =========== ======== ============= The accompanying notes form an integral part of these financial statements. ------------------------------------ ---------------------------------- ---------------------------------- Chairman President Chief Financial Officer Jiang Jiemin Zhou Jiping Zhou Mingchun 2008 INTERIM REPORT 52 PETROCHINA COMPANY LIMITED COMPANY STATEMENT OF CHANGES IN EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2008 (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------------------------------------------- TOTAL SHARE CAPITAL SURPLUS UNDISTRIBUTED SHAREHOLDERS' ITEMS CAPITAL SURPLUS RESERVES PROFITS EQUITY -------------------------------------------------------------------------------------------------------------------- Balance at January 1, 2007 179,021 63,348 78,828 177,618 498,815 ------- ------- -------- ------------- ------------- Changes in the six months ended June 30, 2007 - (4) - 45,754 45,750 ------- ------- -------- ------------- ------------- Net profit - - - 73,448 73,448 ------- ------- -------- ------------- ------------- Losses recognised directly in equity - (4) - - (4) ------- ------- -------- ------------- ------------- Currency translation differences related to investment in associates and jointly controlled entities - (4) - - (4) ------- ------- -------- ------------- ------------- Sub-total - (4) - 73,448 73,444 ------- ------- -------- ------------- ------------- Profit distribution - - - (27,694) (27,694) ------- ------- -------- ------------- ------------- Distribution to shareholders - - - (27,694) (27,694) ------- ------- -------- ------------- ------------- Balance at June 30, 2007 179,021 63,344 78,828 223,372 544,565 ======= ======= ======== ============= ============= Balance at January 1, 2008 183,021 125,848 91,596 228,016 628,481 ------- ------- -------- ------------- ------------- Changes in the six months ended June 30, 2008 - (165) - 20,565 20,400 ------- ------- -------- ------------- ------------- Net profit - - - 49,273 49,273 ------- ------- -------- ------------- ------------- Losses recognised directly in equity - (165) - - (165) ------- ------- -------- ------------- ------------- Currency translation differences related to investment in associates and jointly controlled entities - (5) - - (5) Fair value changes of available-for-sale financial assets - (160) - - (160) ------- ------- -------- ------------- ------------- Sub-total - (165) - 49,273 49,108 ------- ------- -------- ------------- ------------- Profit distribution - - - (28,708) (28,708) ------- ------- -------- ------------- ------------- Distribution to shareholders - - - (28,708) (28,708) ------- ------- -------- ------------- ------------- Balance at June 30, 2008 183,021 125,683 91,596 248,581 648,881 ======= ======= ======== ============= ============= ----------------------------------------------------------------------------------------------------------------------- The accompanying notes form an integral part of these financial statements. ------------------------------------ ---------------------------------- ---------------------------------- Chairman President Chief Financial Officer Jiang Jiemin Zhou Jiping Zhou Mingchun 2008 INTERIM REPORT 53 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- 1 COMPANY BACKGROUND PetroChina Company Limited (the "Company") was established as a joint stock company with limited liability on November 5, 1999 by China National Petroleum Corporation ("CNPC") as the sole proprietor in accordance with the approval Guo Jing Mao Qi Gai [1999] No. 1024 "Reply on the approval of the establishment of PetroChina Company Limited" from the State Economic and Trade Commission of the People's Republic of China (the "China" or "PRC"). CNPC restructured ("the Restructuring") and injected its core business in exploration, development, production and sale of crude oil and natural gas, refining and marketing of petroleum products, production and sale of chemicals and research and development activities, and the related assets and liabilities into the Company. CNPC is a wholly state-owned company registered in China. The Company and its subsidiaries are collectively referred to as the "Group". The Group is principally engaged in: the exploration, development, production and sale of crude oil and natural gas, the refining and marketing of the petroleum products, the production and sale of chemicals, etc.. The principal subsidiaries of the Group are listed in Note 6. The financial statements were approved by the Board of Directors on August 27, 2008. 2 BASIS OF PREPARATION The financial statements of the Group are prepared in accordance with the Basic Standard and 38 specific standards of Accounting Standards for Business Enterprises issued by the Ministry of Finance (the "MOF") on February 15, 2006, Application Guidance of Accounting Standard for Business Enterprises, Interpretation of Accounting Standards for Business Enterprises and other regulations issued thereafter (hereafter referred to as the "Accounting Standard for Business Enterprises", "China Accounting Standards" or "CAS"). 3 STATEMENT OF COMPLIANCE WITH THE ACCOUNTING STANDARDS FOR BUSINESS ENTERPRISES The consolidated and the company's financial statements for the six months ended June 30, 2008 truly and completely present the financial position of the Group and the Company as at June 30, 2008 and their financial performance and their cash flows for the six months ended June 30, 2008 in compliance with the Accounting Standards for Business Enterprises. 2008 INTERIM REPORT 54 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- 4 PRINCIPAL ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES (1) ACCOUNTING PERIOD The accounting period of the Group starts on January 1 and ends on December 31. (2) RECORDING CURRENCY The recording currency of the Company and most of its subsidiaries is Renminbi ("RMB"). The Group's consolidated financial statements are presented in RMB. (3) FOREIGN CURRENCY TRANSLATION (A) FOREIGN CURRENCY TRANSACTIONS Foreign currency transactions are translated into RMB at the exchange rates prevailing at the date of the transactions. Monetary items denominated in foreign currencies at the balance sheet date are translated into RMB at the exchange rates prevailing at the balance sheet date. Exchange differences arising from these translations are recognised in the income statement. Non-monetary items denominated in foreign currencies measured at historical cost are translated into RMB at the historical exchange rates prevailing at the date of the transactions at the balance sheet date. (B) TRANSLATION OF FINANCIAL STATEMENTS REPRESENTED IN FOREIGN CURRENCY Assets and liabilities of each balance sheet of the foreign operations are translated into RMB at the closing rates at the balance sheet date, while the equity items are translated into RMB at the exchange rates at the date of the transactions, except for the retained earnings. Income and expenses for each income statement of the foreign operations are translated into RMB at the average exchange rates for the year. The currency translation differences resulted from the above-mentioned translations are recognised as a separate component of equity. The cash flows denominated in foreign currencies and cash flows of overseas subsidiaries are translated into RMB at the approximate exchange rates at the date of the transactions. The impact on the cash flow resulted from the foreign currency translation is presented in the cash flow statement separately. 2008 INTERIM REPORT 55 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (4) CASH AND CASH EQUIVALENTS In the cash flow statement, cash refers to all cash on hand and deposit held at call with banks. Cash equivalents refer to short-term highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. (5) FINANCIAL ASSETS Financial assets are classified into the following categories at initial recognition: financial assets at fair value through profit or loss, loans and receivables, available-for-sale financial assets and held-to-maturity investments. The classification depends on the Group's intention and the ability to hold the financial assets. The Group only holds loans and receivables and available-for-sale financial assets during the reporting period. (A) LOANS AND RECEIVABLES Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market, including accounts receivable, notes receivable, other receivables and cash at bank and on hand etc.. (B) AVAILABLE-FOR-SALE FINANCIAL ASSETS Available-for-sale financial assets are non-derivative that are either designated in this category at initial recognition or not classified in any of the other categories. They are included in other current assets on the balance sheet if they are intended to be sold within 12 months of the balance sheet date. (C) RECOGNITION AND MEASUREMENT Financial assets are recognised at fair value on the balance sheet when the Group becomes a party to the contractual provisions of the instrument. Related transaction costs of loans and receivables and available-for-sale financial assets are recognised into the initial recognition costs. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or all substantial risks and rewards of ownership have been transferred to the transferee. Available-for-sale financial assets are subsequently measured at fair value. The investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are carried at cost. Loans and receivables are stated at amortised costs using the effective interest method. 2008 INTERIM REPORT 56 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- Changes in the fair values of available-for-sale financial assets are recorded into equity except for impairment losses and foreign exchange gains and losses arising from the transaction of monetary financial assets denominated in foreign currencies. When the financial asset is derecognised, the cumulative changes in fair value previously recognised in equity will be recognised in the income statement. The interest of the available-for-sale debt instruments calculated using the effective interest method is recognised as investment income. The cash dividend from the available-for-sale equity instruments is recognised as investment income when the dividend is declared. (D) IMPAIRMENT OF FINANCIAL ASSETS The Group assesses the carrying amount of financial assets at each balance sheet date. If there is objective evidence that a financial asset is impaired, an impairment provision shall be made. If a financial asset carried at amortised cost is impaired, the amount of the loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flow (excluding future credit losses that have not been incurred). If there is objective evidence that can prove the value of such financial asset has been recovered, and that it is related to events occurring subsequent to the recognition of impairment, the previously recognised impairment losses shall be reversed and the amount of the reversal will be recognised in the income statement. When there is significant or nontemporary decline in the fair value of an available-for-sale financial asset, the cumulative losses that have been recognised in equity as a result of the decline in the fair value shall be removed from equity and recognised as impairment losses in the income statement. For an investment in debt instrument classified as available-for-sale on which impairment losses have been recognised, if in a subsequent period the fair value increases and the increase can be objectively related to an event occurring after the impairment losses were recognised, the previously recognised impairment losses shall be reversed, and recognised in the income statement. For an investment in an equity instrument classified as available-for-sale on which impairment losses have been recognised in a subsequent period, if its fair value increases and the increase can be objectively related to an event occurring after the impairment losses were recognised in the income statement, the impairment losses shall be reversed and directly recognised in equity. The impairment losses for an investment in an equity instrument that do not have quoted market prices in active markets and whose fair value cannot be reliably measured shall not be reversed even if the value of such instruments have been recovered in a subsequent period. 2008 INTERIM REPORT 57 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (6) INVENTORIES Inventories include crude oil and other raw materials, work in progress, finished goods and turnover materials, and are presented at the lower of cost and net realisable value. Cost of inventories is determined primarily using the weighted average method. The cost of finished goods and work in progress comprises cost of raw materials, direct labour and production overheads allocated based on normal operating capacity. Turnover materials include low cost consumables and packaging materials which are expensed off in full when utilised. Provision for decline in the value of inventories is measured as the excess of the carrying value of the inventories over their net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated cost to completion and estimated selling expenses and related taxes. The Group adopts perpetual inventory system. (7) LONG-TERM EQUITY INVESTMENTS Long-term equity investments comprise the Company's equity investments in subsidiaries, and the Group's equity investments in jointly controlled entities and associates. (A) SUBSIDIARIES Subsidiaries are those entities over which the Group is able to control, i.e. has the power to govern the financial and operating policies so as to obtain benefits from the operating activities of these investees. The potential voting rights, including currently convertible company bonds and exercisable share warrants, are considered when assessing whether the Group has controls over the investees. Investments in subsidiaries are accounted for at cost in the financial statements of the Company and are consolidated after being adjusted by the equity method accounting in consolidated financial statements. Long-term equity investments accounted for at cost are measured at the initial investment cost. The cash dividends or profit distributions declared by the investees are recognised as investment income in current period which are limited to the accumulated profits of the investee arising after the investment was made. The cash dividends or profit distributions received in excess of such amounts are recorded as a recovery of investment. A listing of the Group's principal subsidiaries is set out in Note 6. 2008 INTERIM REPORT 58 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (B) JOINTLY CONTROLLED ENTITIES AND ASSOCIATES Jointly controlled entities are those over which the Group is able to exercise joint control together with other ventures. Associates are those in which the Group has significant influence over the financial and operating policies. The investments in jointly controlled entities and associates are initially recognised at cost and are subsequently accounted for using the equity method accounting. The excess of the initial cost of the investment over the share of the fair value of the investee's net identifiable assets is included in the initial cost of the investment. While the excess of the share of the fair value of the investee's net identifiable assets over the cost of the investment is instead recognised in the income statement in the period in which the investment is acquired and the cost of the long-term equity investment is adjusted accordingly. Under the equity method accounting, the Group's share of its investees' post-acquisition profits or losses is recognised in the income statement. When the Group's share of losses of an investee equals or exceeds the carrying amount of the long-term equity investment and other long-term interests which substantively form the net investment in the investee, the Group does not recognise further losses, unless it has obligations to bear extra losses which meet the criteria of recognition for liabilities according to the related standards for contingencies. Movements in the investee' owner's equity other than profit or loss should be proportionately recognised in the Group's capital surplus, provided that the share interest of the investee remained unchanged. The share of the investee's profit distribution or cash dividends declared is accounted for as a reduction of the carrying amount of the investment upon declaration. The profits or losses arising from the intra-group transactions between the Group and its investees are eliminated to the extent of the Group's interests in the investees, on the basis of which the investment income or losses are recognised. The loss on the intra-group transaction between the Group and its investees, of which nature is asset impairment, is recognised in full amount, and the relevant unrealised loss is not allowed to be eliminated. A listing of the Group's principal jointly controlled entities and associates is set out in Note 7(7a). (C) IMPAIRMENT OF LONG-TERM EQUITY INVESTMENT The carrying amount of long-term equity investment is written down to its recoverable amount when the recoverable amount is lower than the carrying amount (Note 4(14)). 2008 INTERIM REPORT 59 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (8) FIXED ASSETS Fixed assets comprise buildings, equipment and machinery, motor vehicles and other. Fixed assets purchased or constructed are initially recorded at cost. The fixed assets injected by the state-owned shareholder during the Restructuring were initially recorded at the valuated amount approved by the relevant authorities managing state-owned assets. Subsequent expenditures for fixed assets are included in the cost of fixed assets only when it is probable that in future economic benefits associated with the items will flow to the Group and the cost of the items can be measured reliably. The carrying amount of the replaced part is derecognised. All other subsequent expenditures are charged to the income statement during the financial period in which they are incurred. Fixed assets are depreciated using the straight-line method based on their costs less estimated residual values over their estimated useful lives. For those fixed assets being provided for impairment loss, the related depreciation charge is determined based on the carrying amounts less impairment over their remaining useful lives. The estimated useful lives, estimated residual value ratios and annual depreciation rates of the fixed assets are as follows: --------------------------------------------------------------------------------------------------------- ESTIMATED USEFUL LIVES ESTIMATED RESIDUAL VALUE RATIO % ANNUAL DEPRECIATION RATE% --------------------------------------------------------------------------------------------------------- Buildings 8 to 40 years 5 2.4 to 11.9 Equipment and Machinery 4 to 30 years 3 to 5 3.2 to 24.3 Motor Vehicles 7 to 14 years 5 6.8 to 13.6 Other 5 to 12 years 5 7.9 to 19.0 --------------------------------------------------------------------------------------------------------- The estimated useful lives, estimated residual values and depreciation method of the fixed assets are reviewed, and adjusted if appropriate, at year end. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its recoverable amount (Note 4(14)). The carrying amounts of fixed assets are derecognised when the fixed assets are disposed or no future economic benefits are expected from their use or disposal. When fixed assets are sold, transferred, disposed or damaged, gains or losses on disposal are determined by comparing the proceeds with the carrying amounts of the assets, adjusted by related taxes and expenses, and are recorded in the income statement in the disposal period. 2008 INTERIM REPORT 60 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (9) OIL AND GAS PROPERTIES Oil and gas properties include the mineral interests in properties, wells and related facilities arising from oil and gas exploration and production activities. The costs of obtaining the mineral interests in properties are capitalised when they are incurred and are initially recognised at acquisition costs. Exploration license fee, production license fee, rent and other costs for retaining the mineral interests in properties, subsequent to the acquisition of the mineral interests in properties, are charged to the income statement. Oil and gas exploration costs include drilling exploration costs and the non-drilling exploration costs. The non-drilling exploration costs are recorded in the income statement when incurred. Oil and gas development costs are capitalised as the respective costs of wells and related facilities for oil and gas development based on their intended use. The Ministry of Land and Resources in China issues production licenses to applicants on the basis of the reserve reports approved by relevant authorities. Future oil and gas price increases may extend the productive lives of crude oil and natural gas reservoirs beyond the current terms of the relevant production licenses. Payments on such licenses are made annually and are expensed as incurred. Oil and gas properties are depleted using the straight-line method based on their costs less estimated residual values over their estimated useful lives except for the mineral interests in unproved properties which are not subjected to depletion. For those oil and gas properties being provided for impairment loss, the related depletion charge is determined based on the carrying amounts less impairment over their remaining useful lives. The estimated useful lives, estimated residual value ratios and annual depletion rates are as follows: ------------------------------------------------------------------------------------------------------------- ESTIMATED USEFUL LIVES ESTIMATED RESIDUAL VALUE RATIO% ANNUAL DEPLETION RATE% ------------------------------------------------------------------------------------------------------------- Oil and gas properties 6 to 14 years - 7.1 to 16.7 ------------------------------------------------------------------------------------------------------------- The carrying amount of oil and gas properties other than the mineral interests in unproved properties is reduced to the recoverable amount when their recoverable amount is lower than their carrying amount. The carrying amount of the mineral interests in unproved properties is reduced to the fair value when their fair value is lower than their carrying amount (Note 4(14)). 2008 INTERIM REPORT 61 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (10) CONSTRUCTION IN PROGRESS Construction in progress is recognised at actual cost. The actual cost comprises construction costs, other necessary costs incurred and the borrowing costs eligible for capitalisation to prepare the asset for its intended use. Construction in progress is transferred to fixed assets when the assets are ready for their intended use, and depreciation begins from the following month. Oil and gas exploration costs include drilling exploration costs and the non-drilling exploration costs. The successful efforts method is used for the capitalisation of the drilling exploration costs. Drilling exploration costs included in the oil and gas exploration costs are capitalised as wells and related facilities when the wells are completed and economically proved reserves are found. Drilling exploration costs related to the wells without economically proved reserves less the net residual value are recorded in the income statement. The related drilling exploration costs for the sections of wells with economically proved reserves are capitalised as wells and related facilities, and the costs of other sections are recorded in the income statement. Drilling exploration costs are temporarily capitalised pending the determination of whether economically proved reserves can be found within one year of the completion of the wells. For wells that are still pending determination of whether economically proved reserves can be found after one year of completion, the related drilling exploration costs remain temporarily capitalised only if sufficient reserves are found in those wells and further exploration activities are required to determine whether they are economically proved reserves or not, and further exploration activities are under way or firmly planned and are about to be implemented. Otherwise the related costs are expensed as dry holes. If proved reserves are discovered in a well, for which the drilling exploration costs have been expensed previously, no adjustment should be made to the drilling exploration costs that were expensed, while the subsequent drilling exploration costs and costs for completion of the well are capitalised. The economically proved reserves are the estimated quantities of crude oil and natural gas which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions, i.e., prices and costs as at the date the estimate is made. The carrying amount of construction in progress is reduced to its recoverable amount when its recoverable amount is lower than its carrying amount (Note 4(14)). 2008 INTERIM REPORT 62 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (11) INTANGIBLE ASSETS Intangible assets include land use rights and patents etc., and are initially recorded at actual cost. The intangible assets injected by the state-owned shareholder during the Restructuring were initially recorded at the valued amount approved by the relevant authorities managing the state-owned assets. Land use rights obtained through payments of land use fee or acquired are initially recorded at actual cost. The land use rights obtained through the Restructuring in 1999 were initially recorded at the valued amount approved by the relevant authorities managing the state-owned assets. Land use rights are amortised using the straight-line method over 30 to 50 years. If it is impracticable to allocate the amount paid for the purchase of land use rights and buildings between the land use rights and the buildings on a reasonable basis, the entire amount is accounted for as fixed assets. Patent and other intangible assets are initially recorded at actual cost, and amortised using the straight-line method less than 10 years generally. The carrying amount of intangible assets is written down to its recoverable amount when the recoverable amount is lower than the carrying amount (Note 4(14)). The estimated useful lives and amortisation method of the intangible assets with finite useful life are reviewed, and adjusted if appropriate, at each financial year-end. (12) RESEARCH AND DEVELOPMENT Research expenditure incurred is recognised as an expense. Costs incurred on development projects are recognised as intangible assets to the extent that such expenditure is expected to generate future economic benefits. (13) LONG-TERM PREPAID EXPENSES Long-term prepaid expenses include advance lease payments and other prepaid expenses that should be borne by current and subsequent periods and should be amortised over more than one year. Long-term prepaid expenses are amortised using the straight-line method over the expected beneficial periods and are presented at cost less accumulated amortisation. 2008 INTERIM REPORT 63 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (14) IMPAIRMENT OF ASSETS Fixed assets, oil and gas properties except for mineral interests in unproved properties, intangible assets and long-term equity investments are tested for impairment if there is any indication that an asset may be impaired at the balance sheet date. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount if the impairment test indicates that the recoverable amount is less than its carrying amount. The recoverable amount is the higher of an asset's fair value less costs to sell and the present value of the estimated future cash flow expected to be derived from the asset. Impairment should be assessed and recognised for each individual asset. If it is not possible to estimate the recoverable amount of an individual asset, the recoverable amount of the group of assets to which the asset belongs is determined. A group of assets is the smallest group of assets that is able to generate independent cash flow. The mineral interests in unproved properties are tested annually for impairment. If the cost incurred to obtain a single property is significant, the impairment test is performed and the impairment loss is determined on the basis of the single property. If the cost incurred to obtain a single property is not significant and the geological structure features or reserve layer conditions are identical or similar to those of other adjacent properties, impairment tests are performed on the basis of a group of properties that consist of several adjacent mining areas with identical or similar geological structure features or reserve layer conditions. Once an impairment loss of these assets is recognised, it is not allowed to be reversed even if the value can be recovered in subsequent period. (15) BORROWING COSTS Borrowing costs incurred that are directly attributable to the acquisition and construction of fixed assets, which require a substantial period of time for acquisition and construction activities to get ready for their intended use, are capitalised as part of the cost of the assets when capital expenditures and borrowing costs have already incurred and the activities of acquisition and construction necessary to prepare the assets to be ready for their intended use have commenced. The capitalisation of borrowing costs ceases when the assets are ready for their intended use. Borrowing costs incurred thereafter are expensed. Capitalisation of borrowing costs should be suspended during periods in which the acquisition or construction of a fixed asset is interrupted abnormally, and the interruption lasts for more than 3 months, until the acquisition or construction is resumed. (16) BORROWINGS Borrowings are recognised initially at fair value, net of transaction costs incurred, and subsequently stated at amortised cost using the effective interest method. The borrowings are classified as short-term borrowings if they need to be repaid within 12 months (12 months included) of the balance sheet date, and the others are classified as long-term borrowings. 2008 INTERIM REPORT 64 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (17) EMPLOYEE COMPENSATION Employee compensation includes wages, bonuses, allowances and subsidies, employee welfare, social security contributions, housing funds, labour union funds, employee education funds and other relevant compensation incurred in exchange for services rendered by employees. Employee compensation is recognised as a liability during the period which employees render services, and it will be allocated into relevant costs and expenses to whichever the employee service is attributable. Compensation under the share appreciation right is measured based on the fair value of the liability incurred and is expensed over the vesting period. The liability is remeasured at each balance sheet date to its fair value until settlement with all the changes in liabilities recorded in the income statement. (18) PROVISIONS Provisions for pending litigation, product guarantee, quality onerous contracts etc. are recognised when the Group has present obligations, and it is probable that an outflow of economic benefits will be required to settle the obligations, and the amounts can be reliably estimated. Provisions are measured at the best estimate of the expenditures expected to be required to settle the present obligation. Factors surrounding the contingencies such as the risks, uncertainties and the time value of money shall be taken into account as a whole in reaching the best estimate of provisions. Where the effect of the time value of money is material, the best estimate is determined by discounting the related future cash flow. The increase in the discounted amount of the provision arising from the passage of time is recognised as interest expense. Asset retirement obligations which meet the criteria of provisions are recognised as provisions and the amount recognised is the present value of the estimated future expenditure determined in accordance with local conditions and requirements, while a corresponding addition to the related oil and gas properties of an amount equivalent to the provision is also created. This is subsequently depleted as part of the costs of the oil and gas properties. Interest expenses from the assets retirement obligations for each period are recognised with the effective interest method during the useful life of the related oil and gas properties. If the conditions for the recognition of the provisions are not met, the expenditures for the decommissioning, removal and site cleaning will be expensed in the income statement when occurred. 2008 INTERIM REPORT 65 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (19) DEFERRED TAX ASSETS AND DEFERRED TAX LIABILITIES Deferred tax assets and deferred tax liabilities are calculated and recognised based on the differences (temporary differences) arising between the tax bases of assets and liabilities and their carrying amounts. The deductible losses, which can be utilised against the future taxable profit in accordance with tax law, are regarded as temporary differences and a deferred tax asset is recognised accordingly. The deferred tax assets and deferred tax liabilities are not accounted for the temporary differences resulting from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit (or deductible loss). Deferred tax assets and deferred tax liabilities are determined using tax rates that are expected to apply to the period when the related deferred tax asset is realised or the deferred tax liability is settled. Deferred tax assets of the Group are recognised for deductible temporary differences and deductible losses and tax credits to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences, deductible losses and tax credits can be utilised. Deferred tax assets and liabilities are recognised for temporary differences arising from investments in subsidiaries, associates and jointly controlled entities, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. (20) REVENUE RECOGNITION The amount of revenue is determined in accordance with the fair value of the contractual consideration received or receivable for the sales of goods and services in the ordinary course of the Group's activities. Revenue is shown net of value-added tax, rebates, discounts and returns. Revenue is recognised when specific criteria have been met for each of the Group's activities as described below: (A) SALES OF GOODS Revenue from sales of goods is recognised when the Group has transferred to the buyer the significant risks and rewards of ownership of the goods, and retains neither continuing managerial involvement nor effective control over the goods sold, and it is probable that the economic benefits associated with the transaction will flow to the Group and related revenue and cost can be measured reliably. (B) RENDERING OF SERVICES The Group recognises its revenue from rendering of services under the percentage-of-completion (the "POC") method. Under the POC method, revenue is recognised based on the costs incurred to date as a percentage of the total estimated costs to be incurred. 2008 INTERIM REPORT 66 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (C) TRANSFER OF THE ASSETS USE RIGHTS Interest income is recognised on a time-proportion basis using the effective interest method. Revenue from operating lease is recognised using the straight-line method over the period of the lease. (21) LEASES Leases that transfer substantially all the risks and rewards incidental to ownership of assets are classified as finance lease, and the Group had no significant finance lease. Other leases are classified as operating leases. Payments made under operating leases are charged to the income statement on a straight-line basis over the period of the lease. (22) DIVIDEND DISTRIBUTION Dividend distribution is recognised as a liability in the period in which it is approved by the shareholders. (23) BUSINESS COMBINATION (A) BUSINESS COMBINATION UNDER COMMON CONTROL The consideration paid and the net assets obtained by the acquirer are measured at their carrying value. The difference between the carrying value of the net assets obtained and the carrying value of the consideration is adjusted against the capital surplus. If the capital surplus is not sufficient to be offset, the remaining balance is adjusted against retained earnings. Costs incurred directly attributable to the business combination are recorded in the income statement when incurred. (B) BUSINESS COMBINATION NOT UNDER COMMON CONTROL The acquisition costs paid and the identifiable net assets acquired by the acquirer are measured at their fair value at the acquisition date. Where the cost of combination exceeds the acquirer's interest in the fair value of the acquiree's identifiable net assets, the difference is recognised as goodwill. Where the cost of combination is less than the acquirer's interest in the fair value of the acquiree's identifiable net assets, the difference is recognised directly in the income statement. Costs which are directly attributable to the business combination are included in the cost of the combination. 2008 INTERIM REPORT 67 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (24) BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS The scope of consolidated financial statements includes the Company and its subsidiaries. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases. All material intercompany balances, transactions and unrealised gains within the Group are eliminated upon consolidation. The portion of the shareholders' equity of the subsidiaries that is not attributable to the parent is treated as minority interest and presented separately within shareholders' equity in the consolidated balance sheet. When the accounting policies and accounting periods of subsidiaries are not consistent with those of the Company, the Company will make necessary adjustments to the financial statements of the subsidiaries in accordance with the Company's accounting policies and accounting periods. The financial statements of the subsidiaries acquired from the business combination not under common control are adjusted on the basis of the fair value of the identifiable net assets at the acquisition date when preparing the consolidated financial statements. The assets, liabilities, operating result and cash flow of the subsidiaries acquired from the business combination under common control are included in the consolidated financial statements from the beginning of the earliest period of the reporting period, as if the business combination occurred at that point. (25) SEGMENT REPORTING A business segment is a distinguishable component of the Group that is engaged in providing an individual product or service or a group of related products or services and that is subject to risks and returns that are different from those of other business segments. A geographical segment is a distinguishable component of the Group that is engaged in providing products or services within a particular economic environment and that is subject to risks and returns that are different from those of components operating in other economic environments. The Group uses the business segment as the primary reporting format and the geographical segment as the secondary reporting format. The prices for inter-segment transfers or transactions are determined according to the market prices. Expenses related to the usage of the assets that are jointly used by all segments are allocated to segments basing on the proportion of the revenues of each segment. 2008 INTERIM REPORT 68 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (26) CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The critical accounting estimates and key assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are outlined below: (A) ESTIMATION OF OIL AND NATURAL GAS RESERVES Oil and natural gas reserves are key factors in the Group's investment decision-making process. They are also an important element in testing for impairment. Proved reserve estimates are subject to revision, either upward or downward, based on new information, such as from development drilling and production activities or from changes in economic factors, including product prices, contract terms, evolution of technology or development plans. (B) ESTIMATED IMPAIRMENT OF FIXED ASSETS AND OIL AND GAS PROPERTIES Fixed assets and oil and gas properties are reviewed for possible impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. Determination as to whether and how much an asset is impaired involves management estimates and judgements such as future prices of crude oil, refined products and chemical products and production profile. However, the impairment reviews and calculations are based on assumptions that are consistent with the Group's business plans. Favourable changes to some assumptions may allow the Group to avoid the need to impair any assets in these years, whereas unfavourable changes may cause the assets to become impaired. (C) ESTIMATION OF ASSETS RETIREMENT OBLIGATIONS Provision is recognised for the future decommissioning and restoration of oil and gas properties. The amounts of the provision recognised are the present values of the estimated future expenditures. The estimation of the future expenditures is based on current local conditions and requirements, including legal requirements, technology, price level, etc. In addition to these factors, the present values of these estimated future expenditures are also impacted by the estimation of the economic lives of oil and gas properties. Changes in any of these estimates will impact the operating results and the financial position of the Group over the remaining economic lives of the oil and gas properties. 2008 INTERIM REPORT 69 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- 5 TAXATION The principal taxes and related tax rates of the Group are presented as below: -------------------------------------------------------------------------------------------------------------- TYPES OF TAXES TAX RATE TAX BASIS -------------------------------------------------------------------------------------------------------------- Value Added Tax (the "VAT") 13% or 17% Based on taxable value added amount. Tax payable is calculated using the taxable sales amount multiplied by the applicable tax rate less current period's deductible VAT input. Resource Tax Based on From July 1, 2005, the rate for crude oil increased quantities from RMB 8-30 yuan per ton to RMB 14 -30 yuan per ton, the rate for natural gas increased from RMB 2-15 yuan per thousand of cubic meter to RMB 7-15 yuan per thousand of cubic meter. Business Tax 3% Based on income generated from transportation of crude oil and natural gas. Consumption Tax Based on RMB 0.2 yuan per litre for unleaded gasoline, RMB 0.28 quantities yuan per litre for leaded gasoline, RMB 0.1 yuan per litre for diesel. From April 1, 2006, this tax was imposed on naphtha, solvent oil and lubricant at RMB 0.2 yuan per litre and fuel oil at RMB 0.1 yuan per litre, and temporarily 30% of the tax is payable. Corporate Income Tax 25% Based on taxable income. Mineral Resources Compensation Fee 1% Based on the revenue from sales of crude oil and natural gas. Crude Oil Special Levy 20% to 40% Base on the sales of domestic crude oil at prices higher than a specific level. City Maintenance and Construction Tax 1%, 5% or 7% Based on the actually paid business tax, VAT and consumption tax. ------------------------------------------------------------------------------------------------------------- On March 16, 2007, the National People's Congress approved the Corporate Income Tax Law of the PRC (the "new CIT Law"), which is effective from January 1, 2008. Under the new CIT Law, the corporate income tax rate applicable to the Group is reduced to 25% from January 1, 2008, replacing the previously applicable tax rate of 33%. In accordance with the regulations by the State Administration of Taxation (the "SAT") and MOF Cai Shui [2004] No. 156 "Notice of the MOF and the SAT on the Issues related to the expanding the deduction scope of VAT in the Northeast Area of China", some branches and subsidiaries of the Company deduct the input VAT included in the purchased fixed assets, goods of taxable services for self-manufacturing of fixed assets and transportation expenses paid for fixed assets against the VAT incurred in current year. The unused input VAT for the year can be carried forward to the following years if there is no VAT incurred or the VAT incurred is not sufficient. In accordance with the SAT Guo Shui Han [2007] No. 434 "Supplemental Notice of the SAT on Reporting Taxable Income on a Consolidated Basis by PetroChina Company Limited", Guo Shui Han [2004] No. 1072 "Notice of the SAT on Reporting Taxable Income on a Consolidated Basis by PetroChina Company Limited" and Guo Shui Han [2001] No. 434 "Supplemental Notice of the SAT on Reporting Taxable Income on a Consolidated Basis by PetroChina Company Limited"), the Company and its affiliates included under this consolidated basis pay income taxes with a method of "uniform calculation, hierarchical management, on-site prepayment and centralised settlement". 2008 INTERIM REPORT 70 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- In accordance with the SAT Guo Shui Fa [2002] No. 47 "Notice of the SAT on the Detailed Implementation Opinions of Fulfilling the Tax Policies related to the Great Development of the Western China", some branches of the Company got the approval for the preferential tax rate of 15% in 2002 and the preferential tax rate will be valid until 2010. In accordance with the regulations by the Central People's Government of the People's Republic of China (the "GOV") Guo Fa [2007] No. 39 "Notice of the GOV on the transitional preferential policy of Corporate Income Tax", the above preferential tax rate will be valid continuously until 2010, when the policy will expire. In accordance with Cai Shui [2002] No. 111 "Notice of the MOF and the SAT on Tax Policy related to the West-East Pipeline Project", the application tax rate for the West-East pipeline branch of the Company is 15%. While in accordance with Guo Fa [2007] No. 39 "Notice of the GOV on the transition favourable policy of Corporate Income Tax", the above preferential tax policy will cease to implement. Therefore from 2008 the application tax rate for the West-East pipeline branch of the Company is 25%. 6 PRINCIPAL SUBSIDIARIES -------------------------------------------------------------------------------------------------------------- ATTRIBUTABLE ATTRIBUTABLE COMPANY NAME COUNTRY OF REGISTERED PRINCIPAL EQUITY INTEREST % VOTING RIGHTS % INCORPORATION CAPITAL ACTIVITIES ---------------- ----------------- DIRECT INDIRECT DIRECT INDIRECT -------------------------------------------------------------------------------------------------------------- Daqing Oilfield PRC 47,500 Exploration, 100.00 - 100.00 - Company Limited production and sale of crude oil and natural gas; production and sale of refined products CNPC Exploration PRC 16,100 Exploration and 50.00 - 57.14 - and Development production and Company Limited sale of crude oil and natural gas in and outside PRC Daqing Yu Shu Lin PRC 1,272 Exploration, - 88.16 - 88.16 Oilfield Company production and Limited sale of crude oil and natural gas PetroKazakhstan Inc. Canada US Dollar Exploration, - 67.00 - 67.00 ("USD") production and 1,965 sale of crude million oil and natural gas outside PRC -------------------------------------------------------------------------------------------------------------- 2008 INTERIM REPORT 71 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- 7 NOTES TO THE FINANCIAL STATEMENTS (ALL AMOUNTS ARE FOR THE GROUP UNLESS OTHERWISE STATED) (1) CASH AT BANK AND ON HAND -------------------------------------------------------------------------------- JUNE 30, 2008 DECEMBER 31, 2007 -------------------------------------------------------------------------------- Cash on hand 243 149 Cash at bank 72,692 88,344 Other cash balances 1,442 96 ------------- ----------------- 74,377 88,589 ============= ================= -------------------------------------------------------------------------------- The Group's cash at bank and on hand included the following foreign currencies as at June 30, 2008 and December 31, 2007: -------------------------------------------------------------------------------- JUNE 30, 2008 DECEMBER 31, 2007 -------------------------------- -------------------------------- FOREIGN EXCHANGE RMB FOREIGN EXCHANGE RMB CURRENCY RATE EQUIVALENT CURRENCY RATE EQUIVALENT -------------------------------------------------------------------------------- USD 1,747 6.8591 11,981 1,678 7.3046 12,257 Tenge 3,958 0.0571 226 - - Other 62 81 ---------- ---------- 12,269 12,338 ========== ========== -------------------------------------------------------------------------------- As at June 30, 2008, time deposit of USD 602 million (December 31, 2007: USD 450 million) is pledged as collateral for its subsidiaries' long-term borrowings of USD 602 million (December 31, 2007: USD 450 million) (Note 7(24)); and time deposit of USD 68 million (December 31, 2007: USD 240 million) is pledged as collateral for its associates' borrowings. (2) NOTES RECEIVABLE Notes receivable represent mainly bank acceptance bill received for sales of goods and products. As at June 30, 2008, notes receivable of RMB 1,020 is impawned for the Group's short-term borrowings of RMB 1,020 (December 31, 2007: RMB 300) (Note 7 (15)). All notes receivable of the Group other than the above-mentioned notes receivable are unsecured, and all notes receivable of the Group are due within one year. 2008 INTERIM REPORT 72 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (3) ACCOUNTS RECEIVABLE AND OTHER RECEIVABLES (A) ACCOUNTS RECEIVABLE -------------------------------------------------------------------------------- GROUP COMPANY -------------------- -------------------- JUNE DECEMBER JUNE DECEMBER 30, 2008 31, 2007 30, 2008 31, 2007 -------------------------------------------------------------------------------- Accounts receivable 30,554 21,298 5,957 4,785 Less: Provision for bad debts (2,828) (2,879) (2,592) (2,654) -------- -------- -------- -------- 27,726 18,419 3,365 2,131 ======== ======== ======== ======== -------------------------------------------------------------------------------- The aging of accounts receivable and related provision for bad debts are analysed as follows: -------------------------------------------------------------------------------- GROUP ----------------------------------------------------------------- JUNE 30, 2008 DECEMBER 31, 2007 ------------------------------- ------------------------------- PERCENTAGE PROVISION PERCENTAGE PROVISION OF TOTAL FOR BAD OF TOTAL FOR BAD AMOUNT BALANCE % DEBTS AMOUNT BALANCE % DEBTS -------------------------------------------------------------------------------- Within 1 year 27,587 91 (1) 18,260 86 (1) 1 to 2 years 42 - - 39 - - 2 to 3 years 39 - (1) 32 - (1) Over 3 years 2,886 9 (2,826) 2,967 14 (2,877) ------ ---------- --------- ------ ---------- --------- 30,554 100 (2,828) 21,298 100 (2,879) ====== ========== ========= ====== ========== ========= -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- COMPANY ----------------------------------------------------------------- JUNE 30, 2008 DECEMBER 31, 2007 ------------------------------- ------------------------------- PERCENTAGE PROVISION PERCENTAGE PROVISION OF TOTAL FOR BAD OF TOTAL FOR BAD AMOUNT BALANCE % DEBTS AMOUNT BALANCE % DEBTS -------------------------------------------------------------------------------- Within 1 year 3,282 55 (1) 2,025 42 (1) 1 to 2 years 13 - - 22 - - 2 to 3 years 22 - - 31 1 - Over 3 years 2,640 45 (2,591) 2,707 57 (2,653) ------ ---------- --------- ------ ---------- --------- 5,957 100 (2,592) 4,785 100 (2,654) ====== ========== ========= ====== ========== ========= -------------------------------------------------------------------------------- 2008 INTERIM REPORT 73 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- As at June 30, 2008, accounts receivable of the Group from shareholders who hold 5% or more of the voting rights in the Company amounted to RMB 2,271 (December 31, 2007: RMB 3,796). As at June 30, 2008, accounts receivable of the Company from shareholders who hold 5% or more of the voting rights in the Company amounted to RMB 638 (December 31, 2007: RMB 415). As at June 30, 2008, the five largest debtors of accounts receivable of the Group amounted to RMB 10,916 representing 36% of total accounts receivable; the five largest debtors of accounts receivable of the Company amounted to RMB 2,341 representing 39% of total accounts receivable. During the six months ended June 30, 2008 and the six months ended June 30, 2007, the Group had no significant write off of the provision for bad debts of accounts receivable. (B) OTHER RECEIVABLES ---------------------------------------------------------------------------------------------------------- GROUP COMPANY ---------------------------------- ------------------------------ JUNE DECEMBER JUNE DECEMBER 30, 2008 31, 2007 30, 2008 31, 2007 ---------------------------------------------------------------------------------------------------------- Other receivables 21,007 19,495 25,837 26,266 Less: Provision for bad debts (4,043) (4,051) (2,080) (2,093) ---------------- ------------ ----------- ------------- 16,964 15,444 23,757 24,173 ================ ============ =========== ============= ------------------------------------------------------------------------------------------------------------- The aging analysis of other receivables and the related provision for bad debts are analysed as follows: ---------------------------------------------------------------------------------------------------------- GROUP ------------------------------------------------------------------------------ JUNE 30, 2008 DECEMBER 31, 2007 ------------------------------------- ----------------------------------- PERCENTAGE PROVISION PERCENTAGE PROVISION OF TOTAL FOR BAD OF TOTAL FOR BAD AMOUNT BALANCE % DEBTS AMOUNT BALANCE % DEBTS ---------------------------------------------------------------------------------------------------------- Within 1 year 9,359 45 - 12,751 65 - 1 to 2 years 7,222 34 (3) 2,316 12 (5) 2 to 3 years 92 - (6) 111 1 (5) Over 3 years 4,334 21 (4,034) 4,317 22 (4,041) -------- ---------- -------- ------ ---------- --------- 21,007 100 (4,043) 19,495 100 (4,051) ======== ========== ======== ====== ========== ========= ---------------------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------------------- COMPANY ------------------------------------------------------------------------------ JUNE 30, 2008 DECEMBER 31, 2007 ------------------------------------- ----------------------------------- PERCENTAGE PROVISION PERCENTAGE PROVISION OF TOTAL FOR BAD OF TOTAL FOR BAD AMOUNT BALANCE % DEBTS AMOUNT BALANCE % DEBTS ---------------------------------------------------------------------------------------------------------- Within 1 year 16,198 62 - 15,962 61 - 1 to 2 years 6,901 27 (3) 7,939 30 (4) 2 to 3 years 423 2 (5) 46 - (5) Over 3 years 2,315 9 (2,072) 2,319 9 (2,084) -------- ---------- --------- ------ ---------- --------- 25,837 100 (2,080) 26,266 100 (2,093) ======== ========== ========= ====== ========== ========= ---------------------------------------------------------------------------------------------------------- 2008 INTERIM REPORT 74 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- As at June 30, 2008, other receivables of the Group from shareholders who hold 5% or more of the voting rights in the Company amounted to RMB 1,987 (December 31, 2007: RMB 2,351). As at June 30, 2008, other receivables of the Company from shareholders who hold 5% or more of the voting rights in the Company amounted to RMB 673 (December 31, 2007: RMB 141). As at June 30, 2008, the five largest debtors of other receivables of the Group amounted to RMB 9,327 representing 44% of total other receivables; the five largest debtors of other receivables of the Company amounted to RMB 15,081 representing 58% of total other receivables. During the six months ended June 30, 2008 and the six months ended June 30, 2007, the Group had no significant write off of the provision for bad debts of other receivables. (4) ADVANCES TO SUPPLIERS ------------------------------------------------------------------------------------------------------------ GROUP ------------------------------------------ JUNE 30, 2008 DECEMBER 31, 2007 ------------------------------------------------------------------------------------------------------------ Advances to suppliers 51,069 20,414 Less: Provision for bad debts (27) (28) ------------------- -------------------- 51,042 20,386 =================== ==================== ------------------------------------------------------------------------------------------------------------- As at June 30, 2008 and December 31, 2007, advances to suppliers of the Group are mainly aged within one year. As at June 30, 2008, advances to suppliers from shareholders who hold 5% or more of the voting rights in the Company amounted to RMB 32,147 (December 31, 2007: RMB 7,984). Advances to suppliers as at June 30, 2008, mainly comprise of advance payments for materials and equipments in-transit, and are not settled. (5) INVENTORIES ---------------------------------------------------------------------------------------------------------- JUNE 30, 2008 DECEMBER 31, 2007 ---------------------------------------------------------------------------------------------------------- Cost Crude oil and other raw materials 40,276 30,308 Work in progress 4,162 6,083 Finished goods 56,243 52,791 Turnover materials 32 32 ----------------- ----------------- 100,713 89,214 Less: Provision for declines in the value of inventories (2,153) (747) ----------------- ----------------- Net book value 98,560 88,467 ================= ================= ---------------------------------------------------------------------------------------------------------- As at June 30, 2008 and December 31, 2007, inventories of RMB 29 are impawned as collateral for the Group's short-term borrowings of RMB 20 (Note 7(15)). 2008 INTERIM REPORT 75 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (6) AVAILABLE-FOR-SALE FINANCIAL ASSETS -------------------------------------------------------------------------------- JUNE 30, 2008 DECEMBER 31, 2007 -------------------------------------------------------------------------------- Available-for-sale debenture 16 17 Available-for-sale equity instrument 2,675 3,066 ------------- ----------------- 2,691 3,083 Less: Provision for impairment (544) (553) ------------- ----------------- 2,147 2,530 ============= ================= -------------------------------------------------------------------------------- (7) LONG-TERM EQUITY INVESTMENTS ----------------------------------------------------------------------------------------------------------------- GROUP -------------------------------------------------------------- DECEMBER 31, 2007 ADDITION REDUCTION JUNE 30, 2008 ----------------------------------------------------------------------------------------------------------------- Associates and jointly controlled entities (a) 22,841 7,692 (3,509) 27,024 -------- --------- Less : Provision for impairment (155) (169) ----------------- ------------- 22,686 26,855 ================= ============= ----------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------- COMPANY -------------------------------------------------------------- DECEMBER 31, 2007 ADDITION REDUCTION JUNE 30, 2008 ----------------------------------------------------------------------------------------------------------------- Subsidiaries (b) 99,983 16,139 (32) 116,090 Associates and jointly controlled entities 4,863 250 (322) 4,791 -------- --------- Less: Provision for impairment (155) (174) ------------------ ------------- 104,691 120,707 ================== ============= ----------------------------------------------------------------------------------------------------------------- As at June 30, 2008, the above-mentioned investments are not subject to restriction on conversion into cash or remittance of investment income. (A)INVESTMENTS IN PRINCIPAL ASSOCIATES AND JOINTLY CONTROLLED ENTITIES ---------------------------------------------------------------------------------------------------------------------- FOR THE SIX AS AT MONTHS ENDED JUNE 30, 2008 JUNE 30, 2008 COUNTRY OF REGIS- EQUITY VOTING -------------------------------------- INCORPOR- PRINCIPAL TERED INTEREST RIGHTS TOTAL TOTAL NET ATION ACTIVITIES CAPITAL % % ASSETS LIABILITIES REVENUE PROFIT ---------------------------------------------------------------------------------------------------------------------- Dalian West PRC Production and USD 28.44 28.44 14,377 12,587 23,821 (1,120) Pacific sale of petroleum 258 Petrochemical and petrochemical million Co., Ltd. products China Marine PRC Oil import and 1,000 50.00 50.00 9,421 6,933 22,070 252 Bunker export trade and (PetroChina) transportation, Co., Ltd. sale and storage ---------------------------------------------------------------------------------------------------------------------- 2008 INTERIM REPORT 76 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- Investments in associates and jointly controlled entities are listed below: --------------------------------------------------------------------------------------------------------------------------- SHARE OF PROFIT OF ASSOCIATE INVESTEES TRANSFERR- INITIAL DECEM- UNDER CASH CURRENCY ED TO INVEST- BER ADDI- REDU- EQUITY DIVIDEND TRANSLATION SUBSIDIAR- JUNE MENT COST 31, 2007 TION CTION METHOD DECLARED DIFFERENCES IES 30, 2008 --------------------------------------------------------------------------------------------------------------------------- Dalian West 566 948 - (7) (318) (114) - - 509 Pacific Petrochemical Co., Ltd. China Marine 740 1,059 - (1) 126 - (5) - 1,179 Bunker (PetroChina) Co., Ltd. Other 20,834 3,466 (25) 4,418 (2,021) (1,280) (56) 25,336 --------- ----- ----- --------- -------- ----------- ----------- -------- 22,841 3,466 (33) 4,226 (2,135) (1,285) (56) 27,024 ========= ===== ===== ========= ======== =========== =========== ======== --------------------------------------------------------------------------------------------------------------------------- (B) SUBSIDIARIES Principal subsidiaries: --------------------------------------------------------------------------------------------------------------- AS AT FOR THE SIX MONTHS ENDED JUNE 30, 2008 JUNE 30, 2008 --------------------------------- ------------------------- TOTAL ASSETS TOTAL LIABILITIES REVENUE NET PROFIT --------------------------------------------------------------------------------------------------------------- Daqing Oilfield Company Limited 149,289 35,024 128,856 41,643 CNPC Exploration and Development Company Limited 91,065 28,353 29,677 9,207 --------------------------------------------------------------------------------------------------------------- Investment in subsidiaries: ------------------------------------------------------------------------------------------------------------- INITIAL ADDITIONAL DECEMBER JUNE INVESTMENT COST INVESTMENT 31, 2007 ADDITION REDUCTION 30, 2008 ------------------------------------------------------------------------------------------------------------- Daqing Oilfield Company Limited 66,720 - 66,720 - - 66,720 CNPC Exploration and Development Company Limited 13,924 8,000 13,924 8,000 - 21,924 Other 19,339 8,139 (32) 27,446 -------- -------- --------- -------- Total 99,983 16,139 (32) 116,090 ======== ======== ========= ======== ------------------------------------------------------------------------------------------------------------- 2008 INTERIM REPORT 77 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (8) FIXED ASSETS --------------------------------------------------------------------------------------------------------------- BUILDINGS EQUIPMENT AND MOTOR OTHER TOTAL MACHINERY VEHICLES --------------------------------------------------------------------------------------------------------------- Cost On December 31, 2007 92,240 334,551 15,336 8,600 450,727 Transferred from construction in progress 1,423 10,677 - 179 12,279 Other addition 162 993 577 85 1,817 Reduction (797) (1,734) (230) (41) (2,802) Currency translation differences (162) (301) (63) (99) (625) --------- ------------ -------- ----- ------- On June 30, 2008 92,866 344,186 15,620 8,724 461,396 --------- ------------ -------- ----- ------- Accumulated depreciation On December 31, 2007 (22,461) (158,774) (7,738) (4,157) (193,130) Charge for the year (2,394) (10,734) (608) (361) (14,097) Reduction 207 800 109 - 1,116 Currency translation differences 38 97 34 55 224 --------- ------------ -------- ------ --------- On June 30, 2008 (24,610) (168,611) (8,203) (4,463) (205,887) --------- ------------ -------- ------- --------- Provision for Impairment On December 31, 2007 (2,222) (7,561) (8) (3) (9,794) Addition (563) (5,297) (28) (17) (5,905) Reduction 15 59 - - 74 --------- ------------ -------- ------ --------- On June 30, 2008 (2,770) (12,799) (36) (20) (15,625) --------- ------------ -------- ------ --------- Net book value On June 30, 2008 65,486 162,776 7,381 4,241 239,884 ========= ============ ======== ======= ========= On December 31, 2007 67,557 168,216 7,590 4,440 247,803 ========= ============ ======== ======= ========= --------------------------------------------------------------------------------------------------------------- As at June 30, 2008, fixed assets of RMB 372 was pledged as collateral for RMB 60 short-term borrowing (Note 7(15)) and RMB 70 long-term borrowings (Note 7(24)); As at December 31, 2007, no fixed assets was pledged as collateral for short-term borrowing (Note 7(15)) and long term borrowings (Note 7(24)). As at June 30, 2008, the fixed assets which were temporarily idle amounted to RMB 360. As at June 30, 2008, the cost of fixed assets fully depreciated but still in use include: buildings of RMB 2,393, equipment and machinery of RMB 33,752, motor and vehicles of RMB 2,164 and other of RMB 640 and amounted to RMB 38,949 in total. Fixed assets under operating leases are mainly equipment and machinery which amounted to RMB 68. 2008 INTERIM REPORT 78 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (9) OIL AND GAS PROPERTIES ---------------------------------------------------------------------------------------------------------- CURRENCY TRANSLATION JUNE 30, DECEMBER 31, 2007 ADDITION REDUCTION DIFFERENCES 2008 ---------------------------------------------------------------------------------------------------------- Cost Mineral interests in unproved properties 2,469 - - (151) 2,318 Mineral interests in proved properties - - - - - Wells and related facilities 667,403 20,757 (1,154) (2,339) 684,667 ----------------- --------- --------- ----------- --------- 669,872 20,757 (1,154) (2,490) 686,985 ----------------- --------- --------- ----------- --------- Accumulated depletion Mineral interests in proved properties - - - - - Wells and related facilities (340,333) (25,864) 852 1,517 (363,828) ----------------- --------- --------- ----------- --------- (340,333) (25,864) 852 1,517 (363,828) ----------------- --------- --------- ----------- --------- Provision for impairment Mineral interests in unproved properties - - - - - Mineral interests in proved properties - - - - - Wells and related facilities (3,211) - 11 - (3,200) ----------------- --------- --------- ----------- --------- (3,211) - 11 - (3,200) ----------------- --------- --------- ----------- --------- Net book value Mineral interests in unproved properties 2,469 - - (151) 2,318 Mineral interests in proved properties - - - - - Wells and related facilities 323,859 (5,107) (291) (822) 317,639 ----------------- --------- --------- ----------- --------- 326,328 (5,107) (291) (973) 319,957 ================= ========= ========= =========== ========= ------------------------------------------------------------------------------------------------------------- As at June 30, 2008, the assets retirement obligations capitalised in the cost of oil and gas properties amounted to RMB 22,942 (December 31, 2007: RMB 22,499). Depletion charge for the six months ended June 30, 2008 was RMB 1,090 (for the six months ended June 30, 2007: RMB 779). (10) CONSTRUCTION MATERIALS The Group's construction materials mainly represent the actual cost of materials purchased for construction projects. 2008 INTERIM REPORT 79 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (11) CONSTRUCTION IN PROGRESS ------------------------------------------------------------------------------------------------------------------------------------ TRANSFERRED PROPORTION TO JUNE 30, 2008 OF DECEMBER FIXED ASSETS -------------------- CONSTRUCTION 2007 ADDITION OR OIL AND CURRENCY CAPITALISED SOURCE COMPARE -------- -------- GAS OTHER TRANSLATION INTEREST OF THE TO PROJECT NAME BUDGET AMOUNT AMOUNT PROPERTIES REDUCTION(i) DIFFERENCES AMOUNT EXPENSE FUND BUDGET% ------------------------------------------------------------------------------------------------------------------------------------ Dushanzi Petrochemical 10 million tons / year Self& of Kazakh oil 9,149 5,043 881 - - - 5,924 157 Loan 66 Dushanzi Petrochemical 1 million tons / year Self& ethylene 21,000 8,235 1,788 - - - 10,023 381 Loan 48 Dalian Petrochemical 20 million tons / year sulphur crude oil technology Self& transformation 10,789 6,523 731 (6,666) - - 588 27 Loan 68 GuangXi Petrochemical 10 million tons / year refining Self& project 15,166 1,906 1,652 (1) - - 3,557 34 Loan 23 Lanzhou- Zhengzhou Self& Pipeline 11,429 1,839 4,002 - - - 5,841 69 Loan 51 East West Pipeline 2nd Self& phase 142,243 49 3,868 (1) - - 3,916 63 Loan 3 Other 82,324 55,186 (25,829) (6,634) (360) 104,687 1,099 ------- ------ ------- ------ ---- ------- ----- 105,919 68,108 (32,497) (6,634) (360) 134,536 1,830 Less: Provision for impairment (285) (276) ------- ------- 105,634 134,260 ======= ======= ------------------------------------------------------------------------------------------------------------------------------------ For the six months ended June 30, 2008, the capitalised interest expense amounted to RMB 1,119 (for the six months ended June 30, 2007: RMB 574). The interest rate used to determine the capitalised amount in 2008 is 6.966% (during the six months ended June 30, 2007: 6.237%). 2008 INTERIM REPORT 80 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (i) Other reduction refers to expensing of drilling and exploration costs when it fails to discover economical proved oil and gas reserve, or not sure whether economical proved reserves are found within one year of completion and no longer meets the conditions of capitalisation. (12) INTANGIBLE ASSETS ------------------------------------------------------------------------------------------------------------------------- CURRENCY DECEMBER 31, TRANSLATION JUNE 30, ACCUMULATED COST 2007 ADDITION REDUCTION AMORTISATIION DIFFERENCES 2008 AMORTISATION ------------------------------------------------------------------------------------------------------------------------- Land use rights 17,789 14,937 994 (18) (252) (6) 15,655 (2,134) Patents 2,787 1,440 78 - (96) - 1,422 (1,365) Other (i) 6,261 4,220 648 (7) (346) (52) 4,463 (1,798) ------ ------------ -------- --------- ------------- ----------- -------- ------------ 26,837 20,597 1,720 (25) (694) (58) 21,540 (5,297) ====== ============ ======== ========= ============= =========== ======== ============ Less: Provision for impairment Land use rights (333) (2) - - - (335) Patents (179) (1) - - - (180) Other (i) (63) (19) - - - (82) ------------ -------- --------- ------------- ----------- -------- 20,022 1,698 (25) (694) (58) 20,943 ============ ======== ========= ============= =========== ======== ----------------------------------------------------------------------------------------------------------- Research and development expenditures for the six months ended June 30, 2008 amounted to RMB 5,153 (for the six months ended June 30, 2007: RMB 2,796), which have been recognised in the income statement. (i) Other intangible assets include non-proprietary technology and trademark use right. (13) LONG-TERM PREPAID EXPENSES ------------------------------------------------------------------------------------------------------------- JUNE 30, 2008 DECEMBER 31, 2007 ------------------------------------------------------------------------------------------------------------- Advance lease payments (i) 9,547 9,006 Other 2,855 3,022 ------------------------------- -------------------------------- 12,402 12,028 =============================== ================================ ------------------------------------------------------------------------------------------------------------- (i) Advance lease payments are principally for use of land sub-leased from entities other than the PRC land authorities. 2008 INTERIM REPORT 81 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (14) PROVISION FOR ASSETS ---------------------------------------------------------------------------------------------------------- DECEMBER 31, 2007 PROVISION REVERSAL WRITE OFF JUNE 30, 2008 ---------------------------------------------------------------------------------------------------------- Bad debts provision for accounts receivable 2,879 11 (51) (11) 2,828 Bad debts provision for other receivables 4,051 11 (19) - 4,043 Bad debts provision for advances to suppliers 28 - - (1) 27 Provision for declines in the value of inventories 747 1,422 - (16) 2,153 Provision for impairment of available-for-sale financial assets 553 10 - (19) 544 Provision for impairment of long-term equity investments 155 19 - (5) 169 Provision for impairment of fixed assets 9,794 5,905 - (74) 15,625 Provision for impairment of oil and gas properties 3,211 - - (11) 3,200 Provision for impairment of construction in progress 285 - - (9) 276 Provision for impairment of intangible assets 575 22 - - 597 ----------------- --------- -------- --------- ------------- Total 22,278 7,400 (70) (146) 29,462 ================= ========= ======== ========= ============= ---------------------------------------------------------------------------------------------------------- (15) SHORT-TERM BORROWINGS ------------------------------------------------------------------------------------------------------------- JUNE 30, 2008 DECEMBER 31, 2007 ------------------------------------------------------------------------------------------------------------- Secured borrowings Guarantee -- RMB 30 30 Pledge -- RMB 60 - Impawn -- RMB 1,040 320 Unsecured borrowings Unsecured -- USD 10,452 5,318 Unsecured -- RMB 12,348 11,056 Unsecured -- HKD 1,887 2,010 ------------------- -------------------- 25,817 18,734 =================== ==================== ------------------------------------------------------------------------------------------------------------- As at June 30, 2008 and December 31, 2007, the above-mentioned short-term guaranteed borrowings are from China Petroleum Finance Company Limited ("CP Finance"), and are guaranteed by the Company and other third parties. 2008 INTERIM REPORT 82 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- As at June 30, 2008, the above-mentioned short-term pledged borrowings and RMB 70 long-term pledged borrowings (Note 7(24)) are secured over the fixed assets with a net book value of RMB 372 (Note 7(8)) (December 31, 2007: Nil). As at June 30, 2008, the above-mentioned short-term impawned borrowings are secured over notes receivable of RMB 1,020 (Note 7(2)) (December 31, 2007: RMB 300) and inventories with a net book value of RMB 29 (Note 7(5)) (December 31, 2007: RMB 29). As at June 30, 2008, the short-term unsecured borrowings include loans from fellow CNPC subsidiary, CP Finance of RMB 876 (December 31, 2007: RMB 20). The weighted average interest rate for short-term borrowings as at June 30, 2008 is 4.88% per annum (December 31, 2007: 5.14%). (16) NOTES PAYABLE As at June 30, 2008 and December 31, 2007, notes payable represented mainly trade accepted notes. All notes are maturing within one year. As at June 30, 2008 and December 31, 2007, there are no notes payable to shareholders who hold 5% or more of the voting rights in the Company. (17) ACCOUNTS PAYABLE As at June 30, 2008, accounts payable included amount payable to shareholders who hold 5% or more of the voting rights in the Company RMB 35,385 (December 31, 2007: RMB 29,507). As at June 30, 2008, accounts payable aged over one year amounted to RMB 8,027 (December 31, 2007: RMB 7,323), and mainly comprised of payables to several major customers and were not settled. (18) ADVANCES FROM CUSTOMERS As at June 30, 2008, advances from customers included amount payable to shareholders who hold 5% or more of the voting rights in the Company RMB 1,215 (December 31, 2007: RMB 924). 2008 INTERIM REPORT 83 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (19) EMPLOYEE COMPENSATION PAYABLE --------------------------------------------------------------------------------------------------------- DECEMBER 31, 2007 ADDITION REDUCTION JUNE 30, 2008 --------------------------------------------------------------------------------------------------------- Wages and salaries, bonuses, allowances and subsidies 7,751 16,321 (19,527) 4,545 Staff welfare 1,799 1,330 (2,552) 577 Social security contributions 708 9,324 (8,718) 1,314 Housing fund 44 1,511 (1,467) 88 Labour union funds and employee education funds 1,076 719 (495) 1,300 Other 207 1,206 (1,276) 137 ----------------- -------- -------- ------------- 11,585 30,411 (34,035) 7,961 ================= ======== ======== ============= ------------------------------------------------------------------------------------------------------------ As at June 30, 2008, employee compensation payable did not contain any balance in arrears. (20) TAXES PAYABLE ------------------------------------------------------------------------------------------------------- JUNE 30, 2008 DECEMBER 31, 2007 ------------------------------------------------------------------------------------------------------- Corporate income tax 2,096 11,709 Prepaid VAT payable (13,468) (12,133) Business tax payable 153 255 Consumption tax payable 1,065 1,335 City maintenance and construction tax payable 908 795 Educational surcharge payable 803 407 Compensation on mineral resources 1,891 1,493 Resources tax payable 436 515 Crude oil special levy payable 25,919 17,001 Other 2,459 1,431 --------------- ----------------- 22,262 22,808 =============== ================= ------------------------------------------------------------------------------------------------------- 2008 INTERIM REPORT 84 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (21) OTHER PAYABLES As at June 30, 2008, other payables included amount payable to shareholders who hold 5% or more of the voting rights in the Company RMB 5,717 (December 31, 2007: RMB 2,625). As at June 30, 2008, other payables that aged over one year amounted to RMB 3,750 (December 31, 2007: RMB 2,619), and mainly comprised of payable to several major counterparts that had not been settled. As at June 30, 2008, other payables mainly comprised of deposits and payments made on behalf. (22) PROVISIONS ---------------------------------------------------------------------------------------------------------- DECEMBER 31, 2007 ADDITION REDUCTION JUNE 30, 2008 ---------------------------------------------------------------------------------------------------------- Assets retirement obligations (i) 24,761 1,303 (98) 25,966 Other 715 62 (217) 560 ------------------ -------------- ----------- ---------------- 25,476 1,365 (315) 26,526 ================== ============== =========== ================ ------------------------------------------------------------------------------------------------------------- (i) Assets retirement obligations are related to oil and gas properties. (23) CURRENT PORTION OF NON-CURRENT LIABILITIES ------------------------------------------------------------------------------------------------------------ JUNE 30, 2008 DECEMBER 31, 2007 ------------------------------------------------------------------------------------------------------------ Long-term borrowings due within one year Secured borrowings Guarantee -- USD 61 62 Unsecured borrowings Unsecured -- RMB 10,253 7,552 Unsecured -- USD 2,929 3,761 Unsecured -- Other 26 37 ------------------ ------------------- 13,269 11,412 Debentures payable due within one year 171 240 ------------------ ------------------- 13,440 11,652 ================== =================== ------------------------------------------------------------------------------------------------------------ As at June 30, 2008, unsecured borrowings of RMB 10,462 (December 31, 2007: RMB 5,520) were from CP Finance. The above-mentioned long-term guaranteed borrowings due within one year were guaranteed by CNPC. 2008 INTERIM REPORT 85 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (24) LONG-TERM BORROWINGS ---------------------------------------------------------------------------------------------------------- JUNE 30, 2008 DECEMBER 31, 2007 ---------------------------------------------------------------------------------------------------------- Secured borrowings Pledge -- RMB 70 - Pledge -- USD 4,129 3,287 Guarantee -- USD 439 498 Unsecured borrowings Unsecured -- RMB 30,197 32,687 Unsecured -- USD 9,209 9,961 Unsecured -- Other 269 284 ----------------- ------------------ 44,313 46,717 Less: Long-term borrowings due within one year (Note 7(23)) (13,269) (11,412) ----------------- ------------------ 31,044 35,305 ================= ================== ---------------------------------------------------------------------------------------------------------- As at June 30, 2008, the above-mentioned RMB 4,129 long-term pledged borrowings are secured by time deposits of USD 602 million (Note 7(1)) (December 31, 2007: USD 450 million); the above-mentioned RMB 70 long-term pledged borrowings and RMB 60 short-term pledged borrowings (Note 7(15)) are secured by fixed assets with a net book value of RMB 372 (Note 7(8)) (December 31, 2007: Nil). The above-mentioned long-term guaranteed borrowings are guaranteed by CNPC. As at June 30, 2008, long-term unsecured borrowings of RMB 24,225 (December 31, 2007: RMB 24,432) are from CP Finance. The maturities of long-term borrowings at the dates indicated are analysed as follows: ---------------------------------------------------------------------------------------------------------- JUNE 30, 2008 DECEMBER 31, 2007 ---------------------------------------------------------------------------------------------------------- Between one to two years 13,248 5,572 Between two to five years 5,655 17,533 After five years 12,141 12,200 ------------------ ------------------- 31,044 35,305 ================== =================== ------------------------------------------------------------------------------------------------------------- The weighted average interest rate for long-term borrowings on June 30, 2008 is 5.36 % (December 31, 2007: 5.47%). 2008 INTERIM REPORT 86 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- Long-term borrowings including long-term borrowings due within one year are listed by bank as below: ---------------------------------------------------------------------------------------------------------- JUNE 30, 2008 DECEMBER 31, 2007 ---------------------------------------------------------------------------------------------------------- Industrial and Commercial Bank of China Ltd. 7,400 7,400 China Construction Bank Corporation 2,446 2,913 Bank of China 2,619 2,851 Bank of Communications - 1,000 China Development Bank 900 1,800 The World Bank 439 498 CP Finance 24,225 24,432 Other bank borrowings 5,341 5,353 Other foreign government or company borrowings 943 470 ------------------ ------------------- 44,313 46,717 ================== =================== ---------------------------------------------------------------------------------------------------------- The fair value of the above-mentioned borrowings amounted to RMB 43,977 (December 31, 2007: RMB 46,343). The fair value is based on discounted cash flows using an applicable discount rate which is based on the prevailing market rates as at balance sheet date of the Group's availability of financial instruments (terms and characteristics similar to the borrowings). (25) DEBENTURES PAYABLE -------------------------------------------------------------------------------------------------------------------------- DATE OF TERM OF ANNUAL DECEMBER 31, JUNE 30, DEBENTURES' NAME CURRENCY ISSUE DEBENTURES RATE% 2007 ADDITION REDUCTION 2008 -------------------------------------------------------------------------------------------------------------------------- 2003 PetroChina RMB October 28, 10 - year 4.11 1,500 - - 1,500 Company 2003 Limited Corporate debentures 2006 PetroChina RMB October 23, 5 - year 3.76 2,000 - - 2,000 Company 2006 Limited Corporate debentures Other 1,123 - (209) 914 ------------ -------- --------- -------- 4,623 - (209) 4,414 ======== ========= Less: Debentures Payable due within one year (240) (171) ------------ -------- 4,383 4,243 ============ ======== -------------------------------------------------------------------------------------------------------------------------- The above-mentioned debentures were issued at the par value, without premium or discount. 2008 INTERIM REPORT 87 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- The fair value of the debentures amounts to RMB 3,919 (December 31, 2007: RMB 4,104). The fair value is based on discounted cash flows using an applicable discount rate which is based on the prevailing market rates as at the balance sheet date of the Company's availability of financial instruments (terms and characteristics similar to the borrowings). (26) DEFERRED TAX ASSETS AND LIABILITIES (A) DEFERRED TAX ASSETS ---------------------------------------------------------------------------------------------------------- JUNE 30, 2008 DECEMBER 31, 2007 ----------------------------------------------------------------- DEDUCTIBLE DEDUCTIBLE DEFERRED TEMPORARY DEFERRED TEMPORARY TAX ASSETS DIFFERENCES TAX ASSETS DIFFERENCES ---------------------------------------------------------------------------------------------------------- Provision for assets impairment 6,414 28,187 4,934 21,288 Asset retirement obligations 1,875 7,992 1,517 6,128 Wages and welfare 417 1,782 1,301 5,271 Loss that can be carried forward 102 377 95 343 Other 9,480 37,823 5,024 20,149 --------------- ----------- ---------- ----------- 18,288 76,161 12,871 53,179 =============== =========== ========== =========== ---------------------------------------------------------------------------------------------------------- (B) DEFERRED TAX LIABILITIES ---------------------------------------------------------------------------------------------------------- JUNE 30, 2008 DECEMBER 31, 2007 ----------------------------------------------------------------- DEFERRED TAXABLE DEFERRED TAXABLE TAX TEMPORARY TAX TEMPORARY LIABILITIES DIFFERENCES LIABILITIES DIFFERENCES ---------------------------------------------------------------------------------------------------------- Depreciation and depletion of fixed assets and oil and gas properties 13,439 52,463 11,681 45,380 Amortisation of intangible assets 76 302 109 435 Other 35 141 93 375 -------------- ----------- ----------- ----------- 13,550 52,906 11,883 46,190 ============== =========== =========== =========== ---------------------------------------------------------------------------------------------------------- 2008 INTERIM REPORT 88 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (27) SHARE CAPITAL ---------------------------------------------------------------------------------------------------------- JUNE 30, 2008 DECEMBER 31, 2007 ---------------------------------------------------------------------------------------------------------- H shares 21,099 21,099 A shares 161,922 161,922 -------------------------- --------------------------- 183,021 183,021 ========================== =========================== ---------------------------------------------------------------------------------------------------------- The assets and liabilities injected by CNPC in 1999 had been valued by China Enterprise Appraisal Co., and the result of the valuation had been approved by the MOF issuing Cai Ping Zi [1999] No. 490 "Letter regarding the appraisal report on the valuation of CNPC's assets proposed to be injected into PetroChina Company Limited". In accordance with MOF's approval Cai Guan Zi [1999] No. 335 "Reply to the query in relation to PetroChina Company Limited's (in the progress of registration) state-owned equity management", the above-mentioned net assets injected by CNPC had been exchanged for 160 billion state-owned shares of the Company with a par value of RMB 1.00 yuan per share. The excess of the value of the net assets injected over the par value of the state-owned shares had been recorded as capital surplus. Pursuant to the approval of China Securities Regulatory Commission ("CSRC") Zheng Jian Fa Xing Zi [2000] No.1 "Reply regarding the approval of PetroChina Company Limited's issuance of foreign capital stock", on April 7, 2000, the Company issued 17,582,418,000 foreign capital stock, in which 1,758,242,000 shares were converted from the prior state-owned shares of the Company owned by CNPC. The above-mentioned foreign capital stock represented by 13,447,897,000 H shares and 41,345,210 ADS (each representing 100 H shares), were listed on the Stock Exchange of Hong Kong Limited and the New York Stock Exchange Inc. on April 7, 2000 and April 6, 2000, respectively. Pursuant to the approval of CSRC Zheng Jian Guo He Zi [2005] No.23 "Reply regarding the approval of PetroChina Company Limited issuance of additional foreign capital stock", the Company issued 3,196,801,818 new H shares with a par value of RMB 1.00 yuan per share on September 15, 2005. CNPC also converted 319,680,182 state-owned shares it held into H shares and sold them concurrently with PetroChina's issuance of new H shares. Pursuant to the approval of CSRC Zheng Jian Fa Xing Zi [2007] No.349 "The Circular regarding the approval of PetroChina Company Limited's initial public offering", the Company issued 4,000,000,000 A shares with a par value of RMB 1.00 yuan per share with the price of RMB 16.70 yuan per share on October 31, 2007, and the net proceeds to the Company amounted to approximately RMB 66,243. The A shares were listed on the Shanghai Stock Exchange on November 5, 2007. Following the issuance of the A shares, all the existing state-owned shares issued before November 5, 2007 held by CNPC have been registered with the China Securities Depository and Clearing Corporation Limited as A shares. 2008 INTERIM REPORT 89 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (28) CAPITAL SURPLUS DECEMBER 31, JUNE 30, 2007 ADDITION REDUCTION 2008 ------------ -------- --------- -------- Capital premium 83,251 -- -- 83,251 Other capital surplus Capital surplus under the old CAS 40,955 -- -- 40,955 Fair value gains of available-for-sale investments 261 -- (158) 103 Purchase of minority interests in subsidiaries (2,275) -- (15) (2,290) ------- --- ---- ------- 122,192 -- (173) 122,019 ======= === ==== ======= (29) SURPLUS RESERVES DECEMBER 31, JUNE 30, 2007 ADDITION REDUCTION 2008 ------------ -------- --------- -------- Statutory Surplus Reserves 102,656 -- -- 102,656 Discretionary Surplus Reserves 40 -- -- 40 ------- --- --- ------- 102,696 -- -- 102,696 ======= === === ======= Pursuant to the Company Law of PRC, the Company's Articles of Association and the resolution of Board of Director, the Company is required to transfer 10% of its net profit to a Statutory Surplus Reserves. Appropriation to the Statutory Surplus Reserves may be ceased when the fund aggregates to 50% of the Company's registered capital. The Statutory Surplus Reserves may be used to make good previous years' losses or to increase the capital of the Company upon approval. The Discretionary Surplus Reserves is approved by a resolution of shareholders' general meeting after BOD's proposal. The Company may convert its Discretionary Surplus Reserves to make good previous years' losses or to increase the capital of the Company. The Company have not extracted Discretionary Surplus Reserves for the six months ended June 30, 2008 (for the six months ended June 30, 2007: Nil). 2008 INTERIM REPORT 90 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (30) UNDISTRIBUTED PROFITS At the meeting on August 27, 2008, the Board of Directors proposed interim dividends attributable to equity holders of the Company of RMB 0.131827 yuan per share amounting to a total of RMB 24,127, according to the issued 183,021 million shares, as authorised by shareholders in the Annual General Meeting on May 15, 2008. At the meeting on March 19, 2008, the Board of Directors proposed final cash dividends attributable to equity holders of the Company in respect of 2007 of RMB 0.156859 yuan per share, amounting to a total of RMB 28,708, according to the issued 183,021 million shares as approved by shareholders in the Annual General Meeting at May 15, 2008. At the meeting on March 19, 2007, the Board of Directors proposed final cash dividends attributable to equity holders of the Company in respect of 2006 of RMB 0.154699 yuan per share, amounting to a total of RMB 27,694, according to the issued 179,021 million shares, as approved by shareholders in the Annual General Meeting on May 16, 2007. (31) MINORITY INTEREST Minority interest attributable to minority shareholders of subsidiaries: JUNE 30, DECEMBER 31, 2008 2007 -------- ------------ Daqing Yu Shu Lin Oilfield Company Limited 348 336 CNPC Exploration and Development Company Limited 26,578 16,773 PetroKazakhstan Inc. 7,187 8,163 Other 12,483 12,432 ------ ------ 46,596 37,704 ====== ====== 2008 INTERIM REPORT 91 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (32) OPERATING INCOME AND COST OF SALES GROUP COMPANY ----------------------------- ----------------------------- FOR THE SIX FOR THE SIX FOR THE SIX FOR THE SIX MONTHS ENDED MONTHS ENDED MONTHS ENDED MONTHS ENDED JUNE 30, 2008 JUNE 30, 2007 JUNE 30, 2008 JUNE 30, 2007 ------------- ------------- ------------- ------------- Income from principal operations (a) 534,027 384,478 385,270 284,361 Income from other operations 15,495 8,248 7,745 6,030 ------- ------- ------- ------- 549,522 392,726 393,015 290,391 ======= ======= ======= ======= Income from principal operations from the Group's five largest customers for the year ended June 30, 2008 was RMB 99,582, representing 18% of the Group's total operating income. Income from principal operations from the Company's five largest customers for the year ended June 30, 2008 was RMB 56,683, representing 14% of the Company's total operating income. (A) INCOME FROM AND COST OF PRINCIPAL OPERATIONS GROUP ----------------------------------------- FOR THE SIX MONTHS FOR THE SIX MONTHS ENDED JUNE 30, 2008 ENDED JUNE 30, 2007 ------------------- ------------------- INCOME COST INCOME COST -------- -------- -------- -------- Exploration and production 308,180 116,385 202,117 81,844 Refining and marketing 446,994 471,905 311,471 278,264 Chemicals and marketing 59,118 48,148 48,747 39,819 Natural gas and pipeline 30,580 21,449 22,953 16,267 Other 345 65 276 50 Intersegment elimination (311,190) (310,600) (201,086) (200,683) -------- -------- -------- -------- Total 534,027 347,352 384,478 215,561 ======== ======== ======== ======== COMPANY ----------------------------------------- FOR THE SIX MONTHS FOR THE SIX MONTHS ENDED JUNE 30, 2008 ENDED JUNE 30, 2007 ------------------- ------------------- INCOME COST INCOME COST -------- -------- -------- -------- Exploration and production 252,805 151,537 158,805 104,412 Refining and marketing 304,858 332,973 219,192 191,768 Chemicals and marketing 58,742 47,831 42,608 34,825 Natural gas and pipeline 27,387 20,133 20,646 15,126 Other 39 53 -- -- Intersegment elimination (258,561) (249,179) (156,890) (156,486) -------- -------- -------- -------- Total 385,270 303,348 284,361 189,645 ======== ======== ======== ======== 2008 INTERIM REPORT 92 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (33) TAX AND LEVIES ON OPERATIONS FOR THE SIX MONTHS FOR THE SIX MONTHS ENDED JUNE 30, 2008 ENDED JUNE 30, 2007 ------------------- ------------------- Business tax 462 380 City maintenance and construction tax 3,167 2,408 Educational surcharge 1,546 1,152 Consumption tax 7,035 6,345 Resource tax 1,635 1,538 Crude oil special levy 47,816 14,942 Other 230 88 ------ ------ 61,891 26,853 ====== ====== (34) FINANCE EXPENSES FOR THE SIX MONTHS FOR THE SIX MONTHS ENDED JUNE 30, 2008 ENDED JUNE 30, 2007 ------------------- ------------------- Interest expense 1,635 2,050 Less: Interest income (1,404) (819) Exchange losses 2,332 923 Less: Exchange gains (1,304) (581) Other 189 83 ------ ------ 1,448 1,656 ====== ====== (35) ASSET IMPAIRMENT LOSSES FOR THE SIX MONTHS FOR THE SIX MONTHS ENDED JUNE 30, 2008 ENDED JUNE 30, 2007 ------------------- ------------------- Impairment losses for bad debts provision (48) (2,254) Impairment losses for declines in the value of inventories 1,422 (68) Impairment losses for available-for-sale financial assets 10 -- Impairment losses for fixed assets and oil and gas properties 5,905 -- Impairment losses for intangible assets 22 -- Impairment losses for long-term equity investments 19 5 ------ ------ 7,330 (2,317) ====== ====== 2008 INTERIM REPORT 93 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (36) INVESTMENT INCOME GROUP ----------------------------- FOR THE SIX FOR THE SIX MONTHS ENDED MONTHS ENDED JUNE 30, 2008 JUNE 30, 2007 ------------- ------------- Gains on available-for-sale financial assets 108 187 Share of profit of associates and jointly controlled entities 4,226 2,593 (Losses)/Gains on disposal of long-term equity investments (3) 310 Other (34) -- ----- ----- 4,297 3,090 ===== ===== COMPANY ----------------------------- FOR THE SIX FOR THE SIX MONTHS ENDED MONTHS ENDED JUNE 30, 2008 JUNE 30, 2007 ------------- ------------- Gains on available-for-sale financial assets 92 169 Share of profit of associates and jointly controlled entities 119 392 Dividends declared by subsidiaries 43,823 29,533 (Losses)/Gains on disposal of long-term equity investments (5) 310 Other 75 -- ------ ------ 44,104 30,404 ====== ====== (37) NON-OPERATING INCOME AND EXPENSES (A) NON-OPERATING INCOME FOR THE SIX FOR THE SIX MONTHS ENDED MONTHS ENDED JUNE 30, 2008 JUNE 30, 2007 ------------- ------------- Gains on disposal of fixed assets and oil and gas properties 68 549 Government grants (i) 5,251 536 Other 295 356 ----- ----- 5,614 1,441 ===== ===== (i) Mainly includes government subsidy provided by the State to ensure supply of crude oil and refined oil recognised by the Group for the six months ended June 30, 2008. 2008 INTERIM REPORT 94 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (B) NON-OPERATING EXPENSES FOR THE SIX FOR THE SIX MONTHS ENDED MONTHS ENDED JUNE 30, 2008 JUNE 30, 2007 ------------- ------------- Losses on disposal of fixed assets and oil and gas properties 386 289 Fines 1,278 10 Donation 96 97 Extraordinary losses 493 267 Other 880 418 ----- ----- 3,133 1,081 ===== ===== (38) TAXATION FOR THE SIX FOR THE SIX MONTHS ENDED MONTHS ENDED JUNE 30, 2008 JUNE 30, 2007 ------------- ------------- Income tax 21,515 25,415 Deferred tax (3,606) 582 ------ ------ 17,909 25,997 ====== ====== The reconciliation from profit before taxation presented in the financial statements to the taxation is as follows: FOR THE SIX FOR THE SIX MONTHS ENDED MONTHS ENDED JUNE 30, 2008 JUNE 30, 2007 ------------- ------------- Profit before taxation 73,206 106,294 Tax calculated at a tax rate of 25% (2007: 33%) 18,302 35,077 Prior year tax return adjustment 25 451 Effect of income taxes from international operations in excess of taxes at the PRC statutory tax rate 4,638 399 Effect of preferential tax rate (5,752) (8,131) Effect of the new CIT law on deferred tax -- (1,245) Tax effect of income not subject to tax (1,193) (1,274) Tax effect of expenses not deductible for tax purposes 1,889 720 ------ ------ Taxation 17,909 25,997 ====== ====== 2008 INTERIM REPORT 95 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (39) EARNINGS PER SHARE Basic and diluted earnings per share Basic and diluted earnings per share for the six months ended June 30, 2008 have been computed by dividing profit attributable to equity holders of the Company by the number of 183,021 million shares issued and outstanding during the period. Basic and diluted earnings per share for the six months ended June 30, 2007 have been computed by dividing profit attributable to equity holders of the Company by the number of 179,021 million shares issued and outstanding during the period. There are no potential dilutive ordinary shares, and the diluted earnings per share are equal to the basic earnings per share. (40) NOTES TO CONSOLIDATED CASH FLOW STATEMENTS (A) RECONCILIATION FROM THE NET PROFIT TO THE CASH FLOW OPERATING ACTIVITIES FOR THE SIX FOR THE SIX MONTHS ENDED MONTHS ENDED JUNE 30, 2008 JUNE 30, 2007 ------------- ------------- Net profit 55,297 80,297 Add: Assets impairment losses 7,330 (2,317) Depreciation and depletion of fixed assets and oil and gas properties 39,961 34,323 Amortisation of intangible assets 694 573 Amortisation of long-term prepaid expenses 899 786 Losses on disposal of fixed assets, oil and gas properties, intangible assets and other long-term assets (including dry holes) 6,954 5,863 Finance expenses 231 1,231 Investment income (4,297) (3,090) (Increase)/Decrease in deferred tax assets (5,451) 1,442 Increase/(Decrease) in deferred tax liabilities 1,845 (860) Increase in inventories (11,515) (8,221) Increase in operating receivables (32,968) (20,519) Increase in operating payables 25,026 22,669 ------- ------- Net cash from operating activities 84,006 112,177 ======= ======= 2008 INTERIM REPORT 96 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (B) NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS FOR THE SIX FOR THE SIX MONTHS ENDED MONTHS ENDED JUNE 30, 2008 JUNE 30, 2007 ------------- ------------- Cash at end of the period 58,840 71,771 Less: Cash at beginning of the period (65,494) (48,559) Add: Cash equivalents at end of the period -- -- Less: Cash equivalents at beginning of the period -- -- ------- ------- Net (decrease)/increase in cash and cash equivalents (6,654) 23,212 ======= ======= (C) CASH AND CASH EQUIVALENTS JUNE 30, 2008 DECEMBER 31, 2007 ------------- ----------------- Cash at bank and on hand 74,377 88,589 Less: Time deposits with maturities over 3 months (15,537) (23,095) ------- ------- Cash and cash equivalents at end of the period 58,840 65,494 ======= ======= 2008 INTERIM REPORT 97 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- 8 SEGMENT REPORTING (1) PRINCIPAL REPORTING FORMAT OF THE GROUP - BUSINESS SEGMENTS (A) SEGMENT INFORMATION AS AT AND FOR THE SIX MONTHS ENDED JUNE 30, 2008 IS AS FOLLOWS: EXPLORATION REFINING CHEMICALS NATURAL AND AND AND GAS AND PRODUCTION MARKETING MARKETING PIPELINE OTHER TOTAL ----------- --------- --------- -------- ------- --------- Revenue 316,876 451,737 60,463 30,902 734 860,712 Less: Intersegment revenue (255,871) (46,481) (5,145) (3,390) (303) (311,190) -------- -------- ------- ------ ------ --------- Revenue from external customers 61,005 405,256 55,318 27,512 431 549,522 ======== ======== ======= ====== ====== ========= Segment expenses(i) (170,755) (264,395) (22,718) (7,400) (9,048) (474,316) --------- Segment result 127,105 (57,909) 6,149 8,207 (8,346) 75,206 --------- Unallocated expenses (4,481) --------- Operating profit 70,725 ========= Segment assets 539,018 341,316 102,422 101,340 891,161 1,975,257 Deferred tax assets 18,288 Elimination of intersegment balances (934,149) --------- Total assets 1,059,396 ========= Segment liabilities 266,115 195,465 34,847 59,913 242,882 799,222 Deferred tax liabilities 13,550 Other 22,262 Elimination of intersegment balances (518,383) --------- Total liabilities 316,651 ========= Depreciation, depletion and amortisation 29,332 5,658 3,025 3,169 370 41,554 Capital expenditure - Tangible assets 47,053 6,527 4,307 12,845 961 71,693 - Intangible assets 174 1,370 81 35 68 1,728 2008 INTERIM REPORT 98 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (B) SEGMENT INFORMATION AS AT AND FOR THE YEAR ENDED JUNE 30, 2007 IS AS FOLLOWS: EXPLORATION REFINING CHEMICALS NATURAL AND AND AND GAS AND PRODUCTION MARKETING MARKETING PIPELINE OTHER TOTAL ----------- --------- --------- -------- ------- --------- Revenue 205,390 314,863 49,860 23,216 483 593,812 Less: Intersegment revenue (165,789) (26,842) (5,036) (3,191) (228) (201,086) -------- -------- ------- ------ ------- --------- Revenue from external customers 39,601 288,021 44,824 20,025 255 392,726 ======== ======== ======= ====== ======= ========= Segment expenses (i) (110,861) (151,058) (18,833) (6,299) (3,492) (290,543) --------- Segment result 90,954 3,552 4,587 6,101 (3,011) 102,183 --------- Unallocated expenses 3,751 --------- Operating profit 105,934 ========= Segment assets 448,685 230,998 80,129 74,501 626,958 1,461,271 Deferred tax assets 12,949 Elimination of intersegment balances (594,747) --------- Total assets 879,473 ========= Segment liabilities 232,335 138,376 35,049 42,527 80,855 529,142 Deferred tax liabilities 11,628 Other 22,670 Elimination of intersegment balances (302,103) --------- Total liabilities 261,337 ========= Depreciation, depletion and amortisation 24,234 5,314 2,938 2,895 301 35,682 Capital expenditure - Tangible assets 42,196 4,841 1,163 2,471 350 51,021 - Intangible assets 94 789 4 37 -- 924 (i) Segment expenses include operating costs, tax and levies on operations, and selling, general and administrative expenses. 2008 INTERIM REPORT 99 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (2) SECONDARY REPORTING FORMAT OF THE GROUP - GEOGRAPHICAL SEGMENTS FOR THE SIX MONTHS FOR THE SIX MONTHS ENDED ENDED REVENUE FROM EXTERNAL CUSTOMERS JUNE 30, 2008 JUNE 30, 2007 ------------------------------- ------------------ ------------------- PRC 519,845 380,444 Other (Exploration and Production) 29,677 12,282 ------- ------- 549,522 392,726 ======= ======= TOTAL ASSETS JUNE 30, 2008 JUNE 30, 2007 ------------ ------------- ------------- PRC 968,331 826,235 Other (Exploration and Production) 91,065 53,238 --------- ------- 1,059,396 879,473 ========= ======= 9 RELATED PARTIES AND RELATED PARTY TRANSACTIONS (1) PARENT COMPANY AND SUBSIDIARIES Details about subsidiaries and related information are disclosed in Note 6. The parent company of the Company is CNPC. CNPC is registered in China which is principally engaged in exploration, development, production, transportation, sale of petroleum products and cooperation. As at June 30, 2008, equity interest and voting interest of CNPC were 86.29% (December 31, 2007: 86.29%). (2) NATURE OF RELATED PARTIES THAT ARE NOT CONTROLLED BY THE COMPANY NAMES OF RELATED PARTIES RELATIONSHIP WITH THE COMPANY ------------------------ ----------------------------- Dalian West Pacific Petrochemical Co., Ltd. Associate China Marine Bunker (Petrochina) Co., Ltd. Jointly controlled entity Dagang Oilfield (Company) Company Limited Fellow subsidiary of CNPC CNPC Oriental Geophysical Exploration Company Limited Fellow subsidiary of CNPC China Petroleum Logging Company Limited Fellow subsidiary of CNPC Daqing Petroleum Administrative Bureau Fellow subsidiary of CNPC Liaohe Petroleum Exploration Bureau Fellow subsidiary of CNPC China Petroleum Pipeline Bureau Fellow subsidiary of CNPC Daqing Petrochemical Factory Fellow subsidiary of CNPC China Petroleum Material Equipment Company Fellow subsidiary of CNPC China Petroleum Finance Company Limited Fellow subsidiary of CNPC China National Oil and Gas Exploration and Development Corporation Fellow subsidiary of CNPC China National United Oil Corporation Fellow subsidiary of CNPC 2008 INTERIM REPORT 100 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (3) SUMMARY OF SIGNIFICANT RELATED PARTY TRANSACTIONS Related party transactions with CNPC and its subsidiaries: FOR THE SIX FOR THE SIX MONTHS ENDED MONTHS ENDED NOTE JUNE 30, 2008 JUNE 30, 2007 ---- ------------- ------------- Sales of goods and services rendered to CNPC and its subsidiaries (1) 20,946 13,611 Purchase of services from CNPC and its subsidiaries: Fees paid for construction and technical services: (2) - Exploration and development services (2a) 24,426 22,994 - Other construction and technical services (2b) 18,047 9,921 Fees for production services (3) 38,350 11,653 Social services charges (4) 1,152 998 Ancillary services charges (5) 1,185 1,038 Commission expenses and other charges (6) 295 307 Interest income received from related companies (7) 64 70 Interest expense paid to CP Finance (8) 672 490 Rental paid to CNPC Company (9) 1,036 1,018 Purchases of assets from CNPC and its subsidiaries (10) 1,720 956 Note: (1) Sales of goods and services represent sales of crude oil, petroleum products and chemicals at market prices. (2) Under the Comprehensive Products and Services Agreement entered into between CNPC and the Company, certain construction and technical services provided by CNPC are charged at cost plus an additional margin of not more than 15%, including exploration and development services and oilfield construction services. (2a) Direct costs for exploration and development services comprise geophysical survey, drilling, well cementing, logging and well testing. (2b) The fees paid for other construction and technical services comprise fees for construction of refineries and chemical plants and technical services in connection with oil and gas exploration and production activities such as oilfield construction, technology research, engineering and design, etc.. (3) The fees paid for production services comprise fees for the repair of machinery, supply of water, electricity and gas at the state-prescribed prices, provision of services such as communications, transportation, fire fighting, asset leasing, environmental protection and sanitation, maintenance of roads, manufacture of replacement parts and machinery etc. at cost or market prices. (4) These represent expenditures for social welfare and support services based on the number of employees, total income or total assets which are charged at cost. 2008 INTERIM REPORT 101 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (5) Ancillary service charges represent mainly fees for property management, the provision of training centres, guesthouses, canteens, public shower rooms, etc. at market prices. (6) CNPC purchases raw materials on behalf of the Group and charges commission thereon. The commission is calculated at rates ranging from 1% to 5% of the goods purchased. (7) The bank deposits in CP Finance as at June 30, 2008 were RMB 7,337 (December 31, 2007: RMB 8,393). Interest income is calculated according to the prevailing interest rates. (8) The loans from CP Finance including short-term borrowings, long-term borrowings due within one year and long-term borrowings as at June 30, 2008 were RMB 25,131 (December 31, 2007: RMB 24,482). (9) Rental was paid for the operating lease of land and buildings at the prices prescribed in the Building and Land Use Rights leasing contract with CNPC. (10) Purchases of assets principally represent the purchases of manufacturing equipment, office equipment, transportation equipment, etc. at market prices. (11) Besides the investment in CP Finance RMB 377 as at June 30, 2008 (December 31, 2007: RMB 377), the Group did not have any individual investment in CNPC and its subsidiaries greater than RMB 100. The Group's equity interest in CP Finance as at June 30, 2008 was 9.5% (December 31, 2007: 9.5%). CP Finance's operating period started in 1995, without limited date for ending. Related party transactions with associates and jointly controlled entities: FOR THE SIX MONTHS ENDED FOR THE SIX MONTHS ENDED JUNE 30, 2008 JUNE 30, 2007 ------------------------ ------------------------ (a) Sales of goods - Crude oil -- 1,570 - Refined products 4,436 11,131 - Chemical products 90 753 (b) Purchases of goods 184 12,136 (c) Purchases of services 49 27 2008 INTERIM REPORT 102 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (4) COMMISSIONED LOANS The Company, its subsidiaries and associates commissioned CP Finance and other financial institutions to provide loans with interest in accordance with the prevailing interest rates. Loans between the Company and its subsidiaries have been eliminated in the consolidated financial statements. As at June 30, 2008, the eliminated commissioned loans totalled RMB 28,411 including short-term loans of RMB 17,444, loans due within one year of RMB 1,265 and long-term loans of RMB 9,702. (5) GUARANTEES The Group provided guarantees of loans for associates, see Note 10(1). CNPC provided guarantees of loans for the Group, see Note 7(23) and 7(24). (6) RECEIVABLES AND PAYABLES WITH RELATED PARTIES (A) ACCOUNTS RECEIVABLE / OTHER RECEIVABLES / ADVANCES TO SUPPLIERS JUNE 30, 2008 DECEMBER 31, 2007 ------------- ----------------- CNPC and its subsidiaries Accounts receivable 2,271 3,796 Other receivables 1,987 2,351 Advances to suppliers 32,147 7,984 Associates and jointly controlled entities Accounts receivable 172 296 Other receivables 1,399 2,300 Advances to suppliers 175 112 As at June 30, 2008, the receivables from related parties represented 37% (December 31, 2007: 28%) of total receivables. 2008 INTERIM REPORT 103 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (B) ACCOUNTS PAYABLE / OTHER PAYABLES / ADVANCES FROM CUSTOMERS JUNE 30, 2008 DECEMBER 31, 2007 ------------- ----------------- CNPC and its subsidiaries Accounts payable 35,385 29,507 Other payables 5,717 2,625 Advances from customers 1,215 924 Associates and jointly controlled entities Accounts payable 27 35 Other payables 577 3 Advances from customers 280 65 As at June 30, 2008, the payables to related parties represented 26% (December 31, 2007: 25%) of total payables. (7) SUMMARY OF TRANSACTIONS WITH SUBSIDIARIES Significant related party transactions with subsidiaries: FOR THE SIX MONTHS ENDED FOR THE SIX MONTHS ENDED JUNE 30, 2008 JUNE 30 , 2007 ------------------------ ------------------------ (a) Sales of goods 3,353 2,521 (b) Purchase of goods 154,216 100,643 Receivables and payables with subsidiaries: JUNE 30, 2008 DECEMBER 31, 2007 ------------- ----------------- Other receivables 11,965 12,997 Other payables 42,612 33,227 (8) KEY MANAGEMENT PERSONNEL COMPENSATION FOR THE SIX MONTHS ENDED FOR THE SIX MONTHS ENDED JUNE 30, 2008 JUNE 30, 2007 ------------------------ ------------------------ RMB'000 RMB'000 Key management personnel compensation 4,015 3,334 2008 INTERIM REPORT 104 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- 10 CONTINGENT LIABILITIES (1) BANK AND OTHER GUARANTEES At June 30, 2008, the Group had contingent liabilities in respect of guarantees made to CP Finance, a subsidiary of CNPC from which it is anticipated that no material liabilities will arise. JUNE 30, 2008 DECEMBER 31, 2007 ------------- ----------------- Guarantee of borrowings of associates from CP Finance 69 77 --- --- 69 77 === === (2) ENVIRONMENTAL LIABILITIES CNPC and the Group have operated in China for many years. China has adopted extensive environmental laws and regulations that affect the operation of the oil and gas industry. The outcome of environmental liabilities under proposed or future environmental legislation cannot be reasonably estimated at present, and could be material. Under existing legislation, however, the management believes that there are no probable liabilities, except for the amounts which have already been reflected in the consolidated financial statements that will have a material adverse effect on the financial position of the Group. (3) LEGAL CONTINGENCIES The Group is the named defendant in certain insignificant lawsuits as well as the named party in other proceedings arising in the ordinary course of business. While the outcomes of such contingencies, lawsuits or other proceedings cannot be determined at present, the management believes that any resulting liabilities will not have a material adverse effect on the financial position of the Group. (4) LEASING OF ROADS, LAND AND BUILDINGS According to the Restructuring Agreement entered into between the Company and CNPC in 2000: CNPC will use its best endeavours to obtain formal land use right certificates to replace the entitlement certificates in relation to the 28,649 parcels of land which were leased or transferred to the Company from CNPC, within one year from August, September and October 1999 when the relevant entitlement certificates were issued; CNPC will complete, within one year from November 5, 1999, the necessary governmental procedures for the requisition of the collectively-owned land on which 116 service stations owned by the Company are located; and CNPC will obtain individual building ownership certificates in the name of the Company for all of the 57,482 buildings transferred to the Company by CNPC, before November 5, 2000. 2008 INTERIM REPORT 105 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- As at June 30, 2008, CNPC had obtained formal land use right certificates in relation to 27,554 out of the above-mentioned 28,649 parcels of land and some building ownership certificates for the above-mentioned buildings, but has completed none of the necessary governmental procedures for the above-mentioned service stations located on collectively-owned land. The management of the Company confirm that the use of and the conduct of relevant activities at the above-mentioned parcels of land, service stations and buildings are not affected by the fact that the relevant land use right certificates or individual building ownership certificates have not been obtained or the fact that the relevant governmental procedures have not been completed. In management's opinion, the outcome of the above events will not have a material adverse effect on the financial position of the Group. (5) GROUP INSURANCE Except for limited insurance coverage for vehicles and certain assets subject to significant operating risks, the Group does not carry any other insurance for property, facilities or equipment with respect to its business operations. In addition, the Group does not carry any third-party liability insurance against claims relating to personal injury, property and environmental damages or business interruption insurance since such insurance coverage is not customary in China. While the effect of under-insurance on future incidents cannot be reasonably assessed at present, management believes that it will not have a material adverse effect on the financial position of the Group. 11 COMMITMENTS (1) OPERATING LEASE COMMITMENTS Operating lease commitments of the Group are mainly for leasing of land and buildings and equipment. Leases range from one to fifty years and usually do not contain renewal options. Future minimum lease payments as at June 30, 2008, under non-cancellable operating leases are as follows: JUNE 30, 2008 DECEMBER 31, 2007 ------------- ----------------- Within one year 3,523 3,394 Between one to two years 3,180 3,077 Between two to three years 3,153 2,927 Thereafter 85,918 84,997 ------ ------ 95,774 94,395 ====== ====== Operating lease expenses for the six months ended on June 30, 2008 was RMB 3,071 (for the six months ended June 30, 2007: RMB 3,166). 2008 INTERIM REPORT 106 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (2) CAPITAL COMMITMENTS At June 30, 2008, the Group's capital commitments contracted but not provided for was RMB 9,480 (December 31, 2007: RMB 11,621). (3) EXPLORATION AND PRODUCTION LICENSES The Group is obligated to make annual payments with respect to its exploration and production licenses to the Ministry of Land and Resources. Payments incurred were RMB 399 for the six months ended June 30, 2008 (for the six months ended June 30, 2007: RMB 354). Estimated annual payments for the next five years are as follows: JUNE 30, 2008 ------------- First year 507 Second year 906 Third year 906 Fourth year 906 Fifth year 906 12 FINANCIAL RISK MANAGEMENT The Group's activities expose it to a variety of financial risks, including market risk, credit risk. (1) FOREIGN EXCHANGE RATE RISK The Group conducts its business primarily in RMB, but maintains a portion of its assets in other currencies to meet its needs for normal business operations. The RMB is not a freely convertible currency and is regulated by the PRC government. Limitation in foreign exchange transactions imposed by the PRC government could cause future exchange rates to vary significantly from current or historical exchange rates. Management is not in a position to anticipate changes in the PRC foreign exchange regulations and as such is unable to reasonably anticipate the impacts on the Group's results of operations or financial position arising from future changes in exchange rates. The Group did not enter into material hedge contracts during any of the years presented to hedge against its foreign exchange rate risk. 2008 INTERIM REPORT 107 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (2) CASH FLOW AND FAIR VALUE INTEREST RATE RISK The Group is exposed to the risk arising from changes in interest rates. An analysis of the Group's borrowings, together with their respective interest rates and maturity dates, are included in Note 7(24). (3) PRICE RISK The Group is engaged in a wide range of petroleum-related activities. Prices of crude oil and petroleum products are affected by a wide range of global and domestic factors which are beyond the control of the Group. The fluctuations in such prices may have favourable or unfavourable impacts to the Group. The Group historically has not used commodity derivative instruments to hedge against potential price fluctuations of crude oil or petroleum products and therefore the Group is exposed to general price fluctuations of crude oil and petroleum products. (4) CREDIT RISK Credit risk arises primarily from cash at bank and on hand, accounts receivable, other receivables and notes receivable. As the majority of cash at bank and on hand are placed with state-owned banks and financial institutions, the corresponding credit risk is relatively low. The Group has controls in place to assess the credit quality of its customers. The carrying amounts of cash at bank and on hand, accounts receivable, other receivables and notes receivable etc. included in the consolidated balance sheet represent the Group's maximum exposure to credit risk. No other financial assets carry a significant exposure to credit risk. The Group has no significant concentration of credit risk. (5) FAIR VALUE ESTIMATION The methods and assumptions applied in determining the fair value of each class of financial assets and financial liabilities of the Group at June 30, 2008 and December 31, 2007 are disclosed in the respective accounting policies. The carrying amounts of the following financial assets and financial liabilities approximate their fair value as all of them are short-term in nature: cash at bank and on hands, accounts receivable, other receivables, accounts payable, other payables and short-term borrowings. The fair values of fixed rate long-term borrowings are likely to be different from their respective carrying amounts. Analysis of the fair values and carrying amounts of long-term borrowings are presented in Note 7(24). 2008 INTERIM REPORT 108 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- 13 OTHER SIGNIFICANT MATTERS The Company has adopted a share-based compensation scheme which is a share appreciation right arrangement payable in cash to the recipients upon exercise of the rights which became effective upon the listing of the H shares of the Company on April 7, 2000. Directors, Supervisors and senior executives of the Company are eligible for the scheme and the rights granted thereunder can be exercised from April 8, 2003 to April 7, 2008. The exercise price is the price of the H share as at the initial public offering, being HK$1.28 per share. As at April 7, 2008 (being the expiry date of the exercise of the share appreciation rights), none of the holders of the share appreciation rights exercised their rights. The Company therefore derecognised the liability previously accrued of RMB1,400 million in the financial statements of the Group for the six months ended June 30, 2008. 14 CONSOLIDATED NET PROFIT AFTER DEDUCTING NON-RECURRING ITEMS FOR THE SIX FOR THE SIX MONTHS ENDED MONTHS ENDED JUNE 30, 2008 JUNE 30, 2007 ------------- ------------- Consolidated net profit 55,297 80,297 Net gains/(losses) on disposal of non-current assets 315 (682) Other net non-operating expenses 2,450 436 Government grants (4,651) (41) Tax impact on non-recurring items 649 72 ------ ------ Consolidated net profit after deducting non-recurring items 54,060 80,082 ====== ====== 15 EVENTS AFTER BALANCE SHEET DATE At the Extraordinary General Meeting on July 31, 2008, the shareholders approved a proposed issuance of Domestic Corporate Bonds in the PRC with an aggregate principal amount of not more than RMB 60 billion in one or more tranches. 2008 INTERIM REPORT 109 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- SIGNIFICANT DIFFERENCES BETWEEN IFRS AND CAS The financial statements of the Group prepared in accordance with CAS differ in certain material aspects from those in accordance with IFRS. A statement of reconciliation of such differences is set out below: FOR THE SIX FOR THE SIX MONTHS ENDED MONTHS ENDED NOTES JUNE 30, 2008 JUNE 30, 2007 ----- ------------- ------------- Consolidated profit for the period under IFRS 60,854 86,316 Adjustments: Depletion of oil and gas properties (1) (4,453) (3,899) Amortisation of revaluation for assets other than fixed assets and oil and gas properties in 1999 (2) (140) (39) Depreciation and depletion of revaluation for fixed assets and oil and gas properties in 2003 (3) (129) (80) Reversal of reversed impairment for non-current assets (4) (18) -- Adjustment of safety fund (5) (2,932) -- Other 166 (30) Deferred taxation (6) 1,949 (1,971) ------ ------ Consolidated profit for the period under CAS 55,297 80,297 ====== ====== JUNE DECEMBER NOTES 30, 2008 31, 2007 ----- -------- -------- Consolidated shareholders' equity under IFRS 809,051 776,347 Adjustments: Depletion of oil and gas properties (1) (84,115) (79,662) Revaluation, amortisation of disposal of assets other than fixed assets and oil and gas properties in 1999 (2) 269 409 Revaluation,and depreciation and depletion of fixed assets and oil and gas properties revalued in 2003 (3) 208 337 Reversal of reversed impairment for non-current assets and related difference on disposal of such non-current assets (4) (110) (92) Adjustment of safety fund (5) (6,491) (3,559) Currency translation differences 137 (390) Other 691 525 Deferred taxation (6) 23,105 21,156 ------- ------- Consolidated shareholders' equity under CAS 742,745 715,071 ======= ======= 2008 INTERIM REPORT 110 NOTES TO THE FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2008 PETROCHINA COMPANY LIMITED (All amounts in RMB millions unless otherwise stated) -------------------------------------------------------------------------------- (1) Depletion of oil and gas properties is provided using the unit of production method under IFRS, while the straight-line method is used under CAS. (2) During the restructuring of CNPC and establishment of the Company in 1999 a valuation was carried out on June 30, 1999 for the assets and liabilities CNPC invested in the Company. The valuation results from China Enterprise Appraisals are all recognised in the financial statements under CAS. However, in the financial statements under IFRS, revaluation model is used in subsequent measurement by the Group only for fixed assets and oil and gas properties. Consequently, valuation results other than for fixed assets and oil and gas properties are not recognised in the financial statements under IFRS. (3) As the revaluation model is used in subsequent measurement for fixed assets and oil and gas properties by the Group under IFRS, revaluations were carried out by independent appraisers with sufficient regularity. In order to meet the requirements of IFRS, on September 30, 2003, a revaluation of the Group's refining and chemical production equipment was undertaken by a firm of independent valuers, China United Assets Appraiser Co., Ltd., in the PRC on a depreciated replacement cost basis. The results of the revaluation were recognised in the financial statements under IFRS. However, fixed assets and oil and gas properties are recognised using the historical cost model under CAS. Consequently, these revaluation results were not recognised in the financial statements under CAS. (4) Under CAS, once recognised, any impairment losses for long-term assets, such as fixed assets, oil and gas properties, intangible assets and long-term equity investments, cannot be reversed in subsequent accounting periods. However, under IFRS, if there are changes to the factors which resulted in the original impairment of the long-term asset which result in the recoverable amount being higher than the carrying amount the impairment loss previously recognised shall be reversed. (5) In accordance with the "Temporary regulation for safety expense financial management of high risk industry" from MOF and State Administration of Work Safety of PRC, a safety fund has been accrued for the Group's oil and gas exploration, refinery and chemical production activities within the PRC from January 1, 2007. This safety fund has been recognised into the Group's income statement. As the Group did not have specific utilisation plan for this accrued safety fund as at June 30, 2008, it was reversed under IFRS. (6) The consequences of (1)-(5) and other differences between IFRS and CAS on deferred taxation. 2008 INTERIM REPORT 111 PETROCHINA COMPANY LIMITED UNAUDITED CONSOLIDATED INTERIM CONDENSED PROFIT AND LOSS ACCOUNT For the six months ended June 30, 2008 and June 30, 2007 (Amounts in millions) SIX MONTHS ENDED JUNE 30 ------------------- NOTES 2008 2007 ----- -------- -------- RMB RMB TURNOVER 4 549,522 392,726 -------- -------- OPERATING EXPENSES Purchases, services and other (294,522) (166,995) Employee compensation costs (30,411) (22,426) Exploration expenses, including exploratory dry holes (12,848) (10,607) Depreciation, depletion and amortisation (42,754) (31,228) Selling, general and administrative expenses (27,993) (23,901) Taxes other than income taxes 5 (65,831) (28,784) Other income, net 2,601 345 -------- -------- TOTAL OPERATING EXPENSES (471,758) (283,596) -------- -------- PROFIT FROM OPERATIONS 77,764 109,130 -------- -------- FINANCE COSTS Exchange gain 1,304 581 Exchange loss (2,332) (923) Interest income 1,404 819 Interest expense (1,635) (2,050) -------- -------- TOTAL NET FINANCE COSTS (1,259) (1,573) -------- -------- SHARE OF PROFIT OF ASSOCIATES AND JOINTLY CONTROLLED ENTITIES 4,207 2,785 -------- -------- PROFIT BEFORE TAXATION 6 80,712 110,342 TAXATION 7 (19,858) (24,026) -------- -------- PROFIT FOR THE PERIOD 60,854 86,316 ======== ======== ATTRIBUTABLE TO: Equity holders of the Company 53,615 81,830 Minority interest 7,239 4,486 -------- -------- 60,854 86,316 ======== ======== BASIC AND DILUTED EARNINGS PER SHARE FOR PROFIT ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY (RMB YUAN) 8 0.29 0.46 ======== ======== DIVIDENDS ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY DURING THE PERIOD Interim dividends declared after the balance sheet date 9 24,127 36,823 ======== ======== The accompanying notes are an integral part of these financial statements. 2008 INTERIM REPORT 112 PETROCHINA COMPANY LIMITED UNAUDITED CONSOLIDATED INTERIM CONDENSED BALANCE SHEET As of June 30, 2008 and December 31, 2007 (Amounts in millions) JUNE 30, DECEMBER NOTES 2008 31, 2007 ----- -------- -------- RMB RMB NON CURRENT ASSETS Property, plant and equipment 10 783,087 762,882 Investments in associates and jointly controlled entities 30,382 26,535 Available-for-sale financial assets 2,193 2,581 Advance operating lease payments 24,637 23,417 Intangible and other assets 8,707 8,488 Time deposits with maturities over one year 4,605 5,053 ------- ------- TOTAL NON CURRENT ASSETS 853,611 828,956 ------- ------- CURRENT ASSETS Inventories 11 98,560 88,467 Accounts receivable 12 27,726 18,419 Prepaid expenses and other current assets 68,319 36,018 Notes receivable 13 5,832 4,735 Time deposits with maturities over three months but within one year 10,932 18,042 Cash and cash equivalents 58,840 65,494 ------- ------- TOTAL CURRENT ASSETS 270,209 231,175 ------- ------- CURRENT LIABILITIES Accounts payable and accrued liabilities 14 172,832 144,353 Income tax payable 2,096 11,709 Other taxes payable 20,166 11,099 Short-term borrowings 15 39,257 30,934 ------- ------- TOTAL CURRENT LIABILITIES 234,351 198,095 ------- ------- NET CURRENT ASSETS 35,858 33,080 ------- ------- TOTAL ASSETS LESS CURRENT LIABILITIES 889,469 862,036 ======= ======= EQUITY Equity attributable to equity holders of the Company: Share capital 183,021 183,021 Retained earnings 357,339 332,432 Reserves 216,883 217,952 ------- ------- 757,243 733,405 Minority interest 51,808 42,942 ------- ------- TOTAL EQUITY 809,051 776,347 ------- ------- NON CURRENT LIABILITIES Long-term borrowings 15 35,287 39,688 Asset retirement obligations 16 25,966 24,761 Deferred taxation 18,159 20,205 Other long-term obligations 1,006 1,035 ------- ------- TOTAL NON CURRENT LIABILITIES 80,418 85,689 ------- ------- TOTAL EQUITY AND NON CURRENT LIABILITIES 889,469 862,036 ======= ======= The accompanying notes are an integral part of these financial statements. 2008 INTERIM REPORT 113 PETROCHINA COMPANY LIMITED UNAUDITED CONSOLIDATED INTERIM CONDENSED CASH FLOW STATEMENT For the six months ended June 30, 2008 and June 30, 2007 (Amounts in millions) SIX MONTHS ENDED JUNE 30 ----------------- NOTES 2008 2007 ----- ------- ------- RMB RMB CASH FLOWS FROM OPERATING ACTIVITIES PROFIT FOR THE PERIOD 60,854 86,316 Adjustments for: Taxation 7 19,858 24,026 Depreciation, depletion and amortisation 42,754 31,228 Capitalised exploratory costs charged to expense 6,634 6,123 Share of profit of associates and jointly controlled entities (4,207) (2,785) Reversal of provision for impairment of receivables, net 6 (48) (2,254) Write down/(Reversal of write down) in inventories, net 6 1,422 (68) Impairment of available-for-sale financial assets, net 6 10 -- Impairment of investments in associates and jointly controlled entities, net 6 19 5 Loss on disposal of property, plant and equipment 6 498 407 Loss/(Gain) on disposal of investments in associates and jointly controlled entities 3 (371) Gain on disposal of available-for-sale financial assets (4) (105) Dividend income 6 (100) (75) Interest income (1,404) (819) Interest expense 6 1,635 2,050 Advance payments on long-term operating leases (2,143) (1,350) Changes in working capital: Accounts receivable and prepaid expenses and other current assets (32,808) (20,616) Inventories (11,515) (8,221) Accounts payable and accrued liabilities 31,533 30,365 ------- ------- CASH GENERATED FROM OPERATIONS 112,991 143,856 Interest received 1,271 835 Interest paid (1,975) (2,039) Income taxes paid (31,128) (32,814) ------- ------- NET CASH PROVIDED BY OPERATING ACTIVITIES 81,159 109,838 ======= ======= The accompanying notes are an integral part of these financial statements. 2008 INTERIM REPORT 114 PETROCHINA COMPANY LIMITED UNAUDITED CONSOLIDATED INTERIM CONDENSED CASH FLOW STATEMENT For the six months ended June 30, 2008 and June 30, 2007 (Amounts in millions) SIX MONTHS ENDED JUNE 30 ----------------- NOTES 2008 2007 ----- ------- ------- RMB RMB CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures (75,660) (58,304) Acquisition of investments in associates and jointly controlled entities (203) (1,018) Acquisition of available-for-sale financial assets (10) (300) Acquisition of intangible assets (587) (265) Acquisition of other non-current assets (327) (501) Purchase of minority interest in listed subsidiaries -- (86) Purchase of minority interest in subsidiaries (132) -- Repayment of capital by associates and jointly controlled entities -- 1,552 Proceeds from disposal of property, plant and equipment 98 512 Proceeds from disposal of investments in associates and jointly controlled entities 2 1,015 Proceeds from disposal of available-for-sale financial assets 25 164 Dividends received 2,227 365 Decrease in time deposits with maturities over three months 7,228 30 ------- ------- NET CASH USED FOR INVESTING ACTIVITIES (67,339) (56,836) ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES Repayments of short-term borrowings (29,969) (15,405) Repayments of long-term borrowings (4,111) (13,741) Dividends paid to minority interest (3,045) (1,905) Dividends paid to equity holders of the Company 9 (28,708) (27,694) Increase in short-term borrowings 37,450 16,139 Increase in long-term borrowings 822 12,269 Capital contribution from minority interest 8,232 266 Capital reduction (1,165) -- Decrease in other long-term obligations (29) (121) ------- ------- NET CASH USED FOR FINANCING ACTIVITIES (20,523) (30,192) ------- ------- TRANSLATION OF FOREIGN CURRENCY 49 402 ------- ------- (Decrease)/Increase in cash and cash equivalents (6,654) 23,212 Cash and cash equivalents at beginning of the period 65,494 48,559 ------- ------- Cash and cash equivalents at end of the period 58,840 71,771 ======= ======= The accompanying notes are an integral part of these financial statements. 2008 INTERIM REPORT 115 PETROCHINA COMPANY LIMITED UNAUDITED CONSOLIDATED INTERIM CONDENSED STATEMENT OF CHANGES IN EQUITY For the six months ended June 30, 2008 and June 30, 2007 (Amounts in millions) ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY ---------------------------------------- SHARE RETAINED MINORITY TOTAL CAPITAL EARNINGS RESERVES SUBTOTAL INTEREST EQUITY ------- -------- -------- -------- -------- ------- RMB RMB RMB RMB RMB RMB Balance at January 1, 2007 179,021 264,092 143,564 586,677 30,914 617,591 Currency translation differences -- -- (258) (258) (164) (422) ------- ------- ------- ------- ------ ------- Net loss recognised directly in equity -- -- (258) (258) (164) (422) Profit from January 1 to June 30, 2007 -- 81,830 -- 81,830 4,486 86,316 ------- ------- ------- ------- ------ ------- Total recognised income/(loss) from January 1 to June 30, 2007 -- 81,830 (258) 81,572 4,322 85,894 ------- ------- ------- ------- ------ ------- Final dividends for 2006 (Note 9) -- (27,694) -- (27,694) -- (27,694) Dividends to minority interest -- -- -- -- (1,895) (1,895) Purchase of minority interest in listed subsidiaries -- -- (64) (64) (22) (86) Capital contribution from minority interest -- -- -- -- 266 266 Other -- -- -- -- 11 11 ------- ------- ------- ------- ------ ------- Balance at June 30, 2007 179,021 318,228 143,242 640,491 33,596 674,087 ======= ======= ======= ======= ====== ======= Balance at January 1, 2008 183,021 332,432 217,952 733,405 42,942 776,347 Currency translation differences -- -- (896) (896) (1,508) (2,404) ------- ------- ------- ------- ------ ------- Net loss recognised directly in equity -- -- (896) (896) (1,508) (2,404) Profit from January 1 to June 30, 2008 -- 53,615 -- 53,615 7,239 60,854 ------- ------- ------- ------- ------ ------- Total recognised income/(loss) from January 1 to June 30, 2008 -- 53,615 (896) 52,719 5,731 58,450 ------- ------- ------- ------- ------ ------- Final dividends for 2007 (Note 9) -- (28,708) -- (28,708) -- (28,708) Dividends to minority interest -- -- -- -- (3,830) (3,830) Capital reduction -- -- -- -- (1,165) (1,165) Purchase of minority interest in subsidiaries -- -- (15) (15) (117) (132) Capital contribution from minority interest -- -- -- -- 8,232 8,232 Fair value loss from available-for-sale financial assets -- -- (158) (158) -- (158) Other -- -- -- -- 15 15 ------- ------- ------- ------- ------ ------- Balance at June 30, 2008 183,021 357,339 216,883 757,243 51,808 809,051 ======= ======= ======= ======= ====== ======= The accompanying notes are an integral part of these financial statements. 2008 INTERIM REPORT 116 NOTES TO THE UNAUDITED CONSOLIDATED INTERIM CONDENSED FINANCIAL STATEMENTS For the six months ended June 30, 2008 PETROCHINA COMPANY LIMITED (Amounts in millions unless otherwise stated) -------------------------------------------------------------------------------- 1 ORGANISATION AND PRINCIPAL ACTIVITIES PetroChina Company Limited (the "Company") was established in the People's Republic of China ( "PRC" or "China") on November 5, 1999 as a joint stock company with limited liability as a result of a group restructuring (the "Restructuring") of China National Petroleum Corporation ("CNPC") in preparation for the listing of the Company's shares in Hong Kong and in the United States of America in 2000. The Company and its subsidiaries are collectively referred to as the "Group". In accordance with the restructuring agreement between CNPC and the Company effective as of November 5, 1999, the Company issued 160 billion state-owned shares in exchange for the assets and liabilities transferred to the Company by CNPC. The 160 billion state-owned shares were the initial registered capital of the Company with a par value of RMB1.00 per share. On April 7, 2000, the Company issued 17,582,418,000 shares, represented by 13,447,897,000 H shares and 41,345,210 American Depositary Shares ("ADSs", each representing 100 H shares) in a global offering and the trading of the H shares and the ADSs on the Stock Exchange of Hong Kong Limited and the New York Stock Exchange commenced on April 7, 2000 and April 6, 2000, respectively. Pursuant to the approval of the China Securities Regulatory Commission, 1,758,242,000 state-owned shares of the Company owned by CNPC were converted into H shares for sale in the global offering. In September 2005, the Company issued 3,196,801,818 new H shares at HK$ 6.00 per share and net proceed to the Company was approximately RMB 19,692. CNPC also sold 319,680,182 state-owned shares it held concurrently with PetroChina's sale of new H shares in September 2005. On November 5, 2007, the Company issued 4,000,000,000 new A shares at RMB 16.70 yuan per share and net proceeds to the Company amounted to approximately RMB 66,243 and the listing and trading of the A Shares on the Shanghai Stock Exchange commenced on November 5, 2007. Following the issuance of the A shares, all the existing state-owned shares issued before November 5, 2007 held by CNPC have been registered with the China Securities Depository and Clearing Corporation Limited as A shares. The Group is principally engaged in (i) the exploration, development and production and sale of crude oil and natural gas, (ii) the refining, transportation, storage and marketing of crude oil and petroleum products, (iii) the production and sale of chemicals, and (iv) the transmission, marketing and sale of natural gas (Note 18). 2008 INTERIM REPORT 117 NOTES TO THE UNAUDITED CONSOLIDATED INTERIM CONDENSED FINANCIAL STATEMENTS For the six months ended June 30, 2008 PETROCHINA COMPANY LIMITED (Amounts in millions unless otherwise stated) -------------------------------------------------------------------------------- 2 BASIS OF PREPARATION AND ACCOUNTING POLICIES The unaudited consolidated interim condensed financial statements have been prepared in accordance with International Accounting Standard ("IAS") 34 "Interim Financial Reporting" issued by the International Accounting Standards Board. The accounting policies and methods of computation used in the preparation of the unaudited consolidated interim condensed financial statements are consistent with those used in the preparation of the consolidated financial statements for the year ended December 31, 2007. The unaudited consolidated interim condensed financial statements presented herein should be read in conjunction with the consolidated financial statements and notes thereto included in the annual report of the Company for the year ended December 31, 2007. The consolidated interim condensed financial statements as of June 30, 2008 and for the six month periods ended June 30, 2008 and June 30, 2007 included herein are unaudited but reflect, in the opinion of the Board of Directors, all adjustments (which include only normal recurring adjustments) necessary to properly prepare the unaudited consolidated interim condensed financial statements, in all material respects, in accordance with IAS 34. The results of operations for the six months ended June 30, 2008 are not necessarily indicative of the results of operations expected for the year ending December 31, 2008. Costs that are incurred unevenly during the financial year are accrued or deferred in the unaudited consolidated interim condensed financial statements only if it would be also appropriate to accrue or defer such costs at the end of the financial year. 3 CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS Estimates and judgements are regularly evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The matters described below are considered to be the most critical in understanding the estimates and judgements that are involved in preparing the Group's unaudited consolidated interim condensed financial statements. (A)ESTIMATION OF OIL AND NATURAL GAS RESERVES Estimates of oil and natural gas reserves are key elements in the Group's investment decision-making process. They are also an important element in testing for impairment. Changes in proved oil and natural gas reserves, particularly proved developed reserves, will affect unit-of-production depreciation, depletion and amortisation recorded in the Group's unaudited consolidated condensed financial statements for property, plant and equipment related to oil and gas production activities. A reduction in proved developed reserves will increase depreciation, depletion and amortisation charges (assuming constant production) and reduce net profit. Proved reserve estimates are subject to revision, either upward or downward, based on new information, such as from development drilling and production activities or from changes in economic factors, including product prices, contract terms, evolution of technology or development plans. 2008 INTERIM REPORT 118 NOTES TO THE UNAUDITED CONSOLIDATED INTERIM CONDENSED FINANCIAL STATEMENTS For the six months ended June 30, 2008 PETROCHINA COMPANY LIMITED (Amounts in millions unless otherwise stated) -------------------------------------------------------------------------------- (B) ESTIMATION OF IMPAIRMENT OF PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, including oil and gas properties, are reviewed for possible impairments when events or changes in circumstances indicate that the carrying amount may not be recoverable. Determination as to whether and how much an asset is impaired involves management estimates and judgements such as the future price of crude oil, refined and chemical products and the production profile. However, the impairment reviews and calculations are based on assumptions that are consistent with the Group's business plans. Favourable changes to some assumptions may allow the Group to avoid the need to impair any assets in these years, whereas unfavourable changes may cause the assets to become impaired. (C)ESTIMATION OF ASSET RETIREMENT OBLIGATIONS Provision is recognised for the future decommissioning and restoration of oil and gas properties. The amounts of the provision recognised are the present values of the estimated future expenditures. The estimation of future expenditure is based on current local conditions and requirements, including legal requirements, technology, price level, etc.. In addition to these factors, the present values of these estimated future expenditures are also impacted by the estimation of the economic lives of oil and gas properties. Changes in any of these estimates will impact the operating results and the financial position of the Group over the remaining economic lives of the oil and gas properties. 4 TURNOVER Turnover represents revenues from the sale of crude oil, natural gas, refined products and petrochemical products and from the transportation of crude oil and natural gas. Analysis of turnover by segment is shown in Note 18. 5 TAXES OTHER THAN INCOME TAXES Taxes other than income taxes include RMB 47,816 for the six months ended June 30, 2008 (six months ended June 30, 2007: RMB 14,942) of special levy which is paid or payable on the portion of income realised from the sales of domestically-produced crude oil at prices above a certain level. This levy was imposed by the PRC government and became effective from March 26, 2006. 2008 INTERIM REPORT 119 NOTES TO THE UNAUDITED CONSOLIDATED INTERIM CONDENSED FINANCIAL STATEMENTS For the six months ended June 30, 2008 PETROCHINA COMPANY LIMITED (Amounts in millions unless otherwise stated) -------------------------------------------------------------------------------- 6 PROFIT BEFORE TAXATION SIX MONTHS ENDED JUNE 30 ------------------------ 2008 2007 ---------- ----------- RMB RMB Profit before taxation is arrived at after crediting and charging of the following items: Crediting Dividend income from available-for-sale financial assets 100 75 Reversal of provision for impairment of receivables 70 2,321 Reversal of write down in inventories -- 68 Charging Amortisation of intangible and other assets 732 688 Cost of inventories (approximates cost of goods sold) recognised as expense 343,727 208,074 Depreciation of property, plant and equipment, including impairment provision - owned assets 41,161 29,916 - assets under finance leases 3 3 Impairment of available-for-sale financial assets 10 -- Impairment of investments in associates and jointly controlled entities 19 5 Provision for impairment of receivables 22 67 Interest expense (Note (i)) 1,635 2,050 Loss on disposal of property, plant and equipment 498 407 Operating lease expenses 3,071 3,166 Repair and maintenance 4,145 3,687 Research and development expenses 5,153 2,796 Write down in inventories 1,422 -- Note (i): Interest expense Interest expense 2,754 2,624 Less: Amounts capitalised (1,119) (574) ------ ------- 1,635 2,050 ====== ======= 2008 INTERIM REPORT 120 NOTES TO THE UNAUDITED CONSOLIDATED INTERIM CONDENSED FINANCIAL STATEMENTS For the six months ended June 30, 2008 PETROCHINA COMPANY LIMITED (Amounts in millions unless otherwise stated) -------------------------------------------------------------------------------- 7 TAXATION SIX MONTHS ENDED JUNE 30 ------------------------ 2008 2007 ---------- ----------- RMB RMB Income tax 21,515 25,415 Deferred tax (1,657) (1,389) ------ ------ 19,858 24,026 ====== ====== In accordance with the relevant PRC income tax rules and regulations, the PRC corporate income tax rate applicable to the Group is principally 25% (2007: 33%). Operations of the Group in certain regions in China have qualified for certain tax incentives in the form of a reduced income tax rate of 15% through the year 2010 and accelerated depreciation of certain property, plant and equipment. The tax on the Group's profit before taxation differs from the theoretical amount that would arise using the corporate income tax rate in the PRC applicable to the Group as follows: SIX MONTHS ENDED JUNE 30 ------------------------ 2008 2007 ---------- ----------- RMB RMB Profit before taxation 80,712 110,342 ------ ------- Tax calculated at a tax rate of 25% (2007: 33%) 20,178 36,413 Prior year tax return adjustment 25 451 Effect of income taxes from international operations in excess of taxes at the PRC statutory tax rate 4,716 389 Effect of preferential tax rate (5,735) (8,256) Effect of change in PRC corporate income tax rate on deferred taxes -- (4,482) Tax effect of income not subject to tax (1,215) (1,226) Tax effect of expenses not deductible for tax purposes 1,889 737 ------ ------- Taxation 19,858 24,026 ====== ======= 2008 INTERIM REPORT 121 NOTES TO THE UNAUDITED CONSOLIDATED INTERIM CONDENSED FINANCIAL STATEMENTS For the six months ended June 30, 2008 PETROCHINA COMPANY LIMITED (Amounts in millions unless otherwise stated) -------------------------------------------------------------------------------- 8 BASIC AND DILUTED EARNINGS PER SHARE Basic and diluted earnings per share for the six months ended June 30, 2008 have been computed by dividing the profit attributable to equity holders of the Company by 183,021 million shares issued and outstanding during the period. Basic and diluted earnings per share for the six months ended June 30, 2007 have been computed by dividing the profit attributable to equity holders of the Company by 179,021 million shares issued and outstanding during the period. There are no potential dilutive ordinary shares. 9 DIVIDENDS ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY SIX MONTHS ENDED JUNE 30 ------------------------ 2008 2007 ---------- ----------- RMB RMB Final dividends attributable to equity holders of the Company for 2006 (note a) -- 27,694 Final dividends attributable to equity holders of the Company for 2007 (note b) 28,708 -- ------ ------ 28,708 27,694 ====== ====== (a) Final dividends attributable to equity holders of the Company in respect of 2006 of RMB 0.154699 yuan per share amounting to a total of RMB 27,694 were approved by the shareholders in the Annual General Meeting on May 16, 2007 and accounted for in equity as an appropriation of retained earnings in the six months ended June 30, 2007, and were paid on June 1, 2007. (b) Final dividends attributable to equity holders of the Company in respect of 2007 of RMB 0.156859 yuan per share amounting to a total of RMB 28,708 were approved by the shareholders in the Annual General Meeting on May 15, 2008 and accounted for in equity as an appropriation of retained earnings in the six months ended June 30, 2008, and were paid on June 13, 2008. (c) As authorised by shareholders in the Annual General Meeting on May 15, 2008, the Board of Directors, in a meeting held on August 27, 2008, resolved to distribute interim dividends attributable to equity holders of the Company in respect of 2008 of RMB 0.131827 yuan per share amounting to a total of RMB 24,127. These unaudited consolidated interim condensed financial statements do not reflect this dividend payable, as it was not declared until after the balance sheet date. 2008 INTERIM REPORT 122 NOTES TO THE UNAUDITED CONSOLIDATED INTERIM CONDENSED FINANCIAL STATEMENTS For the six months ended June 30, 2008 PETROCHINA COMPANY LIMITED (Amounts in millions unless otherwise stated) -------------------------------------------------------------------------------- 10 PROPERTY, PLANT AND EQUIPMENT RMB ---------- COST OR VALUATION At January 1, 2008 1,230,046 Additions 72,218 Disposals or write off (10,338) Currency translation differences (3,465) ---------- At June 30, 2008 1,288,461 ---------- ACCUMULATED DEPRECIATION AND IMPAIRMENT At January 1, 2008 (467,164) Charge for the period (41,164) Disposals or write off 1,834 Currency translation differences 1,120 ---------- At June 30, 2008 (505,374) ---------- NET BOOK VALUE At June 30, 2008 783,087 ========== RMB ---------- COST OR VALUATION At January 1, 2007 1,057,279 Additions 51,163 Disposals or write off (13,504) Currency translation differences (63) ---------- At June 30, 2007 1,094,875 ---------- ACCUMULATED DEPRECIATION AND IMPAIRMENT At January 1, 2007 (411,942) Charge for the period (29,919) Disposals or write off 4,082 Currency translation differences (55) ---------- At June 30, 2007 (437,834) ---------- NET BOOK VALUE At June 30, 2007 657,041 ========== RMB ---------- COST OR VALUATION At July 1, 2007 1,094,875 Additions 135,135 Consolidation of PetroKazakhstan Inc. 10,166 Disposals or write off (8,912) Currency translation differences (1,218) ---------- At December 31, 2007 1,230,046 ---------- ACCUMULATED DEPRECIATION AND IMPAIRMENT At July 1, 2007 (437,834) Charge for the period (33,436) Disposals or write off 3,600 Currency translation differences 506 ---------- At December 31, 2007 (467,164) ---------- NET BOOK VALUE At December 31, 2007 762,882 ========== 2008 INTERIM REPORT 123 NOTES TO THE UNAUDITED CONSOLIDATED INTERIM CONDENSED FINANCIAL STATEMENTS For the six months ended June 30, 2008 PETROCHINA COMPANY LIMITED (Amounts in millions unless otherwise stated) -------------------------------------------------------------------------------- The depreciation charge of the Group for the six months ended June 30, 2008 included impairment losses of RMB 5,979 (six months ended June 30, 2007: RMB Nil) on certain of the Group's refining production assets. The carrying values of the refining production assets were written down to their recoverable values. A valuation of all of the Group's property, plant and equipment, excluding oil and gas reserves, was carried out during 1999 by independent valuers on a depreciated replacement cost basis. The 1999 revaluation resulted in RMB 80,549 in excess of the carrying value immediately prior to the revaluation and a revaluation loss of RMB 1,122 on certain property, plant and equipment. As at September 30, 2003, a revaluation of the Group's refining and chemical production equipment was undertaken by a firm of independent valuers, China United Assets Appraiser Co., Ltd., in the PRC on a depreciated replacement cost basis. The September 2003 revaluation resulted in RMB 872 in excess of the carrying value immediately prior to the revaluation and a revaluation loss of RMB 1,257 on certain property, plant and equipment. As at March 31, 2006, a revaluation of the Group's oil and gas properties was undertaken by independent valuers, China United Assets Appraiser Co., Ltd. and China Enterprise Appraisals, on a depreciated replacement cost basis. The revaluation did not result in any significant differences from their carrying values. Bank borrowings are secured on property, plant and equipment with a net book value of RMB 372 at June 30, 2008 (December 31, 2007: RMB Nil). 11 INVENTORIES JUNE 30, 2008 DECEMBER 31, 2007 ------------- ----------------- RMB RMB Crude oil and other raw materials 40,276 30,308 Work in progress 4,162 6,083 Finished goods 56,243 52,791 Spare parts and consumables 32 32 ------- ------ 100,713 89,214 Less: Write down in inventories (2,153) (747) ------- ------ 98,560 88,467 ======= ====== 2008 INTERIM REPORT 124 NOTES TO THE UNAUDITED CONSOLIDATED INTERIM CONDENSED FINANCIAL STATEMENTS For the six months ended June 30, 2008 PETROCHINA COMPANY LIMITED (Amounts in millions unless otherwise stated) -------------------------------------------------------------------------------- 12 ACCOUNTS RECEIVABLE JUNE 30, 2008 DECEMBER 31, 2007 ------------- ----------------- RMB RMB Accounts receivable due from third parties 22,439 15,296 Accounts receivable due from related parties 8,115 6,002 ------ ------ 30,554 21,298 Less: Provision for impairment of receivables (2,828) (2,879) ------ ------ 27,726 18,419 ====== ====== Amounts due from related parties are interest free and unsecured (Note 21). The aging analysis of accounts receivable at June 30, 2008 and December 31, 2007 is as follows: JUNE 30, 2008 DECEMBER 31, 2007 ------------- ----------------- RMB RMB Within 1 year 27,587 18,260 Between 1 to 2 years 42 39 Between 2 to 3 years 39 32 Over 3 years 2,886 2,967 ------ ------ 30,554 21,298 ====== ====== The Group offers its customers credit terms up to 180 days, except for certain selected customers. Movements in the provision for impairment of accounts receivables are as follows: SIX MONTHS ENDED JUNE 30 ------------------------ 2008 2007 ----- ------ RMB RMB At beginning of the period 2,879 3,257 Provision for impairment of accounts receivables 11 21 Receivables written off uncollectible (11) (9) Reversal of provision for impairment of accounts receivables (51) (43) ----- ----- At end of the period 2,828 3,226 ===== ===== 2008 INTERIM REPORT 125 NOTES TO THE UNAUDITED CONSOLIDATED INTERIM CONDENSED FINANCIAL STATEMENTS For the six months ended June 30, 2008 PETROCHINA COMPANY LIMITED (Amounts in millions unless otherwise stated) -------------------------------------------------------------------------------- 13 NOTES RECEIVABLE Notes receivable represents mainly bills of acceptance issued by banks for sale of goods and products. All notes receivable are due within one year. 14 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES JUNE 30, 2008 DECEMBER 31, 2007 ------------- ----------------- RMB RMB Trade payables 41,396 40,447 Advances from customers 11,817 9,846 Salaries and welfare payable 7,961 11,585 Accrued expenses 9,636 5 Dividends payable by subsidiaries to minority shareholders 27 67 Interest payable 130 65 Construction fee and equipment cost payables 36,784 30,784 One-time employee housing remedial payment payable 104 221 Amounts due to related parties 51,502 40,334 Other payables 13,475 10,999 ------- ------- 172,832 144,353 ======= ======= Other payables consist primarily of customer deposits. Amounts due to related parties are interest-free, unsecured and have no fixed terms of repayments (Note 21). The aging analysis of trade payables at June 30, 2008 and December 31, 2007 is as follows: JUNE 30, 2008 DECEMBER 31, 2007 ------------- ----------------- RMB RMB Within 1 year 39,875 39,005 Between 1 to 2 years 985 819 Between 2 to 3 years 233 307 Over 3 years 303 316 ------ ------ 41,396 40,447 ====== ====== 2008 INTERIM REPORT 126 NOTES TO THE UNAUDITED CONSOLIDATED INTERIM CONDENSED FINANCIAL STATEMENTS For the six months ended June 30, 2008 PETROCHINA COMPANY LIMITED (Amounts in millions unless otherwise stated) -------------------------------------------------------------------------------- 15 BORROWINGS JUNE 30, 2008 DECEMBER 31, 2007 ------------- ----------------- RMB RMB Short-term borrowings (including current portion of long-term borrowings) 39,257 30,934 Long-term borrowings 35,287 39,688 ------ ------ 74,544 70,622 ====== ====== The movements in the borrowings can be analysed as follows: RMB ------ Balance at January 1, 2008 70,622 Increase in borrowings 39,345 Repayments of borrowings 34,080) Currency translation differences (1,343) ------ Balance at June 30, 2008 74,544 ====== The long-term borrowings can be analysed as follows: JUNE 30, 2008 DECEMBER 31, 2007 ------------- ----------------- RMB RMB Unsecured loans 44,528 48,601 Secured loans 4,199 3,287 Current portion of long-term borrowings (13,440) (12,200) ------- ------- 35,287 39,688 ======= ======= The long-term borrowings can be further analysed as follows: Bank loans - Wholly repayable within five years 15,497 18,072 - Not wholly repayable within five years 3,648 3,743 Loans other than bank loans - Wholly repayable within five years 18,643 19,104 - Not wholly repayable within five years 10,939 10,969 ------- ------- 48,727 51,888 Current portion of long-term borrowings (13,440) (12,200) ------- ------- 35,287 39,688 ======= ======= 2008 INTERIM REPORT 127 NOTES TO THE UNAUDITED CONSOLIDATED INTERIM CONDENSED FINANCIAL STATEMENTS For the six months ended June 30, 2008 PETROCHINA COMPANY LIMITED (Amounts in millions unless otherwise stated) -------------------------------------------------------------------------------- Loans other than bank loans not wholly repayable within five years are repayable by installments through April 2032. Interest is charged on the outstanding balances at rates ranging from 1.55% to 6.26% per annum (December 31, 2007: 1.55% to 5.69% per annum). At June 30, 2008 and December 31, 2007, the Group's long-term borrowings were repayable as follows: BANK LOANS LOANS OTHER THAN BANK LOANS --------------------------------- --------------------------------- JUNE 30, 2008 DECEMBER 31, 2007 JUNE 30, 2008 DECEMBER 31, 2007 ------------- ----------------- ------------- ----------------- RMB RMB RMB RMB Within 1 year 2,778 5,861 10,662 6,339 Between 1 to 2 years 8,707 424 4,712 5,330 Between 2 to 5 years 4,511 12,322 3,401 7,576 After 5 years 3,149 3,208 10,807 10,828 ------ ------ ------ ------ 19,145 21,815 29,582 30,073 ====== ====== ====== ====== 16 ASSET RETIREMENT OBLIGATIONS RMB ------ At January 1, 2008 24,761 Liabilities incurred 529 Liabilities settled -- Accretion expense 774 Currency translation differences (98) ------ At June 30, 2008 25,966 ====== 17 SUBSIDIARIES The principal subsidiaries of the Group are: PAID-UP TYPE OF ATTRIBUTABLE COUNTRY OF CAPITAL LEGAL EQUITY PRINCIPAL COMPANY NAME INCORPORATION RMB ENTITY INTEREST % ACTIVITIES ------------ ------------- --------- --------- ------------ ------------------ Daqing Oilfield PRC 47,500 Limited 100.00 Exploration, Company Limited liability production and company sale of crude oil and natural gas; production and sale of refined products Daqing Yu Shu Lin PRC 1,272 Limited 88.16 Exploration, Oilfield Company liability production and Limited company sale of crude oil and natural gas CNPC Exploration PRC 16,100 Limited 50.00 Exploration, and Development liability production and Company Limited company sale of crude oil and natural gas in and outside of the PRC PetroKazakhstan Canada US Dollar Joint 67.00 Exploration, Inc. ("USD") stock production and 1,965 company sale of crude oil million with and natural gas limited outside of the PRC liability 2008 INTERIM REPORT 128 NOTES TO THE UNAUDITED CONSOLIDATED INTERIM CONDENSED FINANCIAL STATEMENTS For the six months ended June 30, 2008 PETROCHINA COMPANY LIMITED (Amounts in millions unless otherwise stated) -------------------------------------------------------------------------------- 18 SEGMENT INFORMATION The Group is engaged in a broad range of petroleum related activities through its four major business segments: Exploration and Production, Refining and Marketing, Chemicals and Marketing and Natural Gas and Pipeline. The Exploration and Production segment is engaged in the exploration, development, production and sale of crude oil and natural gas. The Refining and Marketing segment is engaged in the refining, transportation, storage and marketing of crude oil and petroleum products. The Chemicals and Marketing segment is engaged in the production and sale of basic petrochemical products, derivative petrochemical products, and other chemical products. The Natural Gas and Pipeline segment is engaged in the sale of natural gas and the transmission of natural gas, crude oil and refined products. In addition to these four major business segments, the Other segment includes the assets, liabilities income and expenses relating to cash management, financing activities, the corporate center, research and development, and other business services supporting the operating business segments of the Group. Most assets and operations of the Group are located in the PRC, which is considered as one geographic location in an economic environment with similar risks and returns. In addition to its operations in the PRC, the Group also has overseas operations through subsidiaries engaging in the exploration and production of crude oil and natural gas. The accounting policies of the operating segments are the same as those described in Note 2 - " Basis of Preparation and Accounting Policies". Operating segment information for the six months ended June 30, 2008 and 2007 is presented below: 2008 INTERIM REPORT 129 NOTES TO THE UNAUDITED CONSOLIDATED INTERIM CONDENSED FINANCIAL STATEMENTS For the six months ended June 30, 2008 PETROCHINA COMPANY LIMITED (Amounts in millions unless otherwise stated) -------------------------------------------------------------------------------- PRIMARY REPORTING FORMAT - BUSINESS SEGMENTS EXPLORATION REFINING CHEMICALS NATURAL SIX MONTHS ENDED AND AND AND GAS AND JUNE 30, 2007 PRODUCTION MARKETING MARKETING PIPELINE OTHER TOTAL ------------- ----------- --------- --------- -------- ------- --------- RMB RMB RMB RMB RMB RMB Turnover 205,390 314,863 49,860 23,216 483 593,812 Less: Intersegment sales (165,789) (26,842) (5,036) (3,191) (228) (201,086) -------- ------- ------ ------ ------ --------- Turnover from external customers 39,601 288,021 44,824 20,025 255 392,726 ======== ======= ====== ====== ====== ========= Depreciation, depletion and amortisation (20,249) (4,961) (2,828) (2,895) (295) (31,228) Segment result 101,388 18,562 7,586 6,352 (1,202) 132,686 Other costs (4,952) (14,637) (2,188) (224) (1,555) (23,556) -------- ------- ------ ------ ------ --------- Profit/(loss) from operations 96,436 3,925 5,398 6,128 (2,757) 109,130 -------- ------- ------ ------ ------ Finance costs (1,573) Share of profit of associates and jointly controlled entities 2,518 240 20 -- 7 2,785 --------- Profit before taxation 110,342 Taxation (24,026) --------- Profit for the year 86,316 ========= Interest income 3,475 795 367 50 3,951 8,638 Less: Intersegment interest income (7,819) --------- Interest income from external entities 819 ========= Interest expense (3,705) (2,239) (416) (922) (2,587) (9,869) Less: Intersegment interest expense 7,819 --------- Interest expense to external entities (2,050) ========= Segment assets 498,819 225,496 78,682 74,322 626,882 1,504,201 Elimination of intersegment balances (594,611) Investments in associates and jointly controlled entities 27,088 5,143 132 20 64 32,447 --------- Total assets 942,037 ========= Segment capital expenditure - for property, plant and equipment 42,196 4,841 1,163 2,471 350 51,021 Segment liabilities 192,988 138,291 34,560 42,528 101,461 509,828 Other liabilities 60,222 Elimination of intersegment balances (302,100) --------- Total liabilities 267,950 ========= 2008 INTERIM REPORT 130 NOTES TO THE UNAUDITED CONSOLIDATED INTERIM CONDENSED FINANCIAL STATEMENTS For the six months ended June 30, 2008 PETROCHINA COMPANY LIMITED (Amounts in millions unless otherwise stated) -------------------------------------------------------------------------------- PRIMARY REPORTING FORMAT - BUSINESS SEGMENTS (CONTINUED) EXPLORATION REFINING CHEMICALS NATURAL SIX MONTHS ENDED AND AND AND GAS AND JUNE 30, 2008 PRODUCTION MARKETING MARKETING PIPELINE OTHER TOTAL ------------- ----------- --------- --------- -------- ------- --------- RMB RMB RMB RMB RMB RMB Turnover 316,876 451,737 60,463 30,902 734 860,712 Less: Intersegment sales (255,871) (46,481) (5,145) (3,390) (303) (311,190) ------- ------- ------ ------ ------- --------- Turnover from external customers 61,005 405,256 55,318 27,512 431 549,522 ======= ======= ====== ====== ======= ========= Depreciation, depletion and amortisation (25,278) (10,990) (2,963) (3,155) (368) (42,754) Segment result 138,135 (48,623) 9,476 8,642 (4,474) 103,156 Other costs (7,904) (10,392) (2,762) (246) (4,088) (25,392) ------- ------- ------ ------ ------- --------- Profit/(loss) from operations 130,231 (59,015) 6,714 8,396 (8,562) 77,764 ------- ------- ------ ------ ------- Finance costs (1,259) Share of profit of associates and jointly controlled entities 4,270 (90) 15 2 10 4,207 --------- Profit before taxation 80,712 Taxation (19,858) --------- Profit for the year 60,854 ========= Interest income 5,000 1,690 467 78 3,920 11,155 Less: Intersegment interest income (9,751) --------- Interest income from external entities 1,404 ========= Interest expense (5,063) (3,367) (559) (924) (1,473) (11,386) Less: Intersegment interest expense 9,751 --------- Interest expense to external entities (1,635) ========= Segment assets 597,461 336,360 101,532 101,175 891,059 2,027,587 Elimination of intersegment balances (934,149) Investments in associates and jointly controlled entities 25,551 4,577 153 17 84 30,382 --------- Total assets 1,123,820 ========= Segment capital expenditure - for property, plant and equipment 47,053 6,527 4,307 12,845 961 71,693 Segment liabilities 263,059 192,893 34,432 59,465 242,882 792,731 Other liabilities 40,421 Elimination of intersegment balances (518,383) --------- Total liabilities 314,769 ========= 2008 INTERIM REPORT 131 NOTES TO THE UNAUDITED CONSOLIDATED INTERIM CONDENSED FINANCIAL STATEMENTS For the six months ended June 30, 2008 PETROCHINA COMPANY LIMITED (Amounts in millions unless otherwise stated) -------------------------------------------------------------------------------- Note (a) - Intersegment sales are conducted principally at market prices. Note (b) - Segment result is profit from operations before other costs. Other costs include selling, general and administrative expenses and other income, net. Note (c) - Segment results for the six months ended June 30, 2008 include impairment for property, plant and equipment (Note 10). Note (d) - Other liabilities mainly include income tax payable, other taxes payable and deferred taxation. Note (e) - Elimination of intersegment balances represents elimination of intersegment accounts and investments. SECONDARY REPORTING FORMAT - GEOGRAPHICAL SEGMENTS CAPITAL TURNOVER TOTAL ASSETS EXPENDITURE ----------------- ------------------- --------------- SIX MONTHS ENDED JUNE 30 2008 2007 2008 2007 2008 2007 ------------------------ ------- ------- --------- ------- ------ ------ RMB RMB RMB RMB RMB RMB PRC 519,845 380,444 1,020,951 878,198 67,287 46,955 Other (Exploration and Production) 29,677 12,282 102,869 63,839 4,406 4,066 ------- ------- --------- ------- ------ ------ 549,522 392,726 1,123,820 942,037 71,693 51,021 ======= ======= ========= ======= ====== ====== 19 CONTINGENT LIABILITIES (A)BANK AND OTHER GUARANTEES At June 30, 2008, the Group had contingent liabilities in respect of guarantees made to China Petroleum Finance Company Limited ("CP Finance", a subsidiary of CNPC) from which it is anticipated that no material liabilities will arise. JUNE 30, 2008 DECEMBER 31, 2007 ------------- ----------------- RMB RMB Guarantee of borrowings of associates provided by 69 77 CP Finance --- --- 69 77 === === (B) ENVIRONMENTAL LIABILITIES CNPC and the Group have operated in China for many years. China has adopted extensive environmental laws and regulations that affect the operation of the oil and gas industry. The outcome of environmental liabilities under proposed or future environmental legislation cannot reasonably be estimated at present, and could be material. Under existing legislation, however, management believes that there are no probable liabilities, except for the amounts which have already been reflected in the unaudited consolidated interim condensed financial statements, that may have a material adverse effect on the financial position of the Group. 2008 INTERIM REPORT 132 NOTES TO THE UNAUDITED CONSOLIDATED INTERIM CONDENSED FINANCIAL STATEMENTS For the six months ended June 30, 2008 PETROCHINA COMPANY LIMITED (Amounts in millions unless otherwise stated) -------------------------------------------------------------------------------- (C) LEGAL CONTINGENCIES The Group is the named defendant in certain insignificant lawsuits as well as the named party in other proceedings arising in the ordinary course of business. While the outcome of such contingencies, lawsuits or other proceedings cannot be determined at present, the management believes that any resulting liabilities will not have a material adverse effect on the financial position of the Group. (D) LEASING OF ROADS, LAND AND BUILDINGS According to the Restructuring Agreement entered into between the Company and CNPC in 2000: - CNPC will use its best endeavours to obtain formal land use right certificates to replace the entitlement certificates in relation to the 28,649 parcels of land which were leased or transferred to the Company from CNPC, within one year from August, September and October 1999 when the relevant entitlement certificates were issued; - CNPC will complete, within one year from November 5, 1999, the necessary governmental procedures for the requisition of the collectively-owned land on which 116 service stations owned by the Company are located; and - CNPC will obtain individual building ownership certificates in the name of the Company for all of the 57,482 buildings transferred to the Company by CNPC, before November 5, 2000. As at June 30, 2008, CNPC had obtained formal land use right certificates in relation to 27,554 out of the above-mentioned 28,649 parcels of land and some building ownership certificates for the above-mentioned buildings, but has completed none of the necessary governmental procedures for the above-mentioned service stations located on collectively-owned land. The Directors of the Company confirm that the use of and the conduct of relevant activities at the above-mentioned parcels of land, service stations and buildings are not affected by the fact that the relevant land use right certificates or individual building ownership certificates have not been obtained or the fact that the relevant governmental procedures have not been completed. In management's opinion, the outcome of the above events will not have a material adverse effect on the financial position of the Group. (E) GROUP INSURANCE Except for limited insurance coverage for vehicles and certain assets subject to significant operating risks, the Group does not carry any other insurance for property, facilities or equipment with respect to its business operations. In addition, the Group does not carry any third-party liability insurance against claims relating to personal injury, property and environmental damages or business interruption insurance as such insurance coverage is not customary in China. The potential effect of under-insurance on future incidents on the financial position of the Group cannot be estimated at present. 2008 INTERIM REPORT 133 NOTES TO THE UNAUDITED CONSOLIDATED INTERIM CONDENSED FINANCIAL STATEMENTS For the six months ended June 30, 2008 PETROCHINA COMPANY LIMITED (Amounts in millions unless otherwise stated) -------------------------------------------------------------------------------- 20 COMMITMENTS (A) OPERATING LEASE COMMITMENTS Operating lease commitments of the Group are mainly for leasing of land, buildings and equipment. Leases range from one to 50 years and usually do not contain renewal options. Future minimum lease payments as of June 30, 2008 and December 31, 2007 under non-cancellable operating leases are as follows: JUNE 30, 2008 DECEMBER 31, 2007 ------------- ----------------- RMB RMB First year 3,523 3,394 Second year 3,180 3,077 Third year 3,153 2,927 Fourth year 3,499 3,322 Fifth year 2,822 2,650 Thereafter 79,597 79,025 ------ ------ 95,774 94,395 ====== ====== (B) CAPITAL COMMITMENTS At June 30, 2008, the Group's capital commitments contracted but not provided for was RMB 9,480 (December 31, 2007: RMB 11,621). (C) EXPLORATION AND PRODUCTION LICENSES The Company is obligated to make annual payments with respect to its exploration and production licenses to the Ministry of Land and Resources. Payments incurred were approximately RMB 399 for the six months ended June 30, 2008 (six months ended June 30, 2007: RMB 354). Estimated annual payments for the next five years are as follows: JUNE 30, 2008 ------------- RMB 2008 507 2009 906 2010 906 2011 906 2012 906 2008 INTERIM REPORT 134 NOTES TO THE UNAUDITED CONSOLIDATED INTERIM CONDENSED FINANCIAL STATEMENTS For the six months ended June 30, 2008 PETROCHINA COMPANY LIMITED (Amounts in millions unless otherwise stated) -------------------------------------------------------------------------------- 21 RELATED PARTY TRANSACTIONS CNPC, the immediate parent of the Company, is a state-controlled enterprise directly controlled by the PRC government. The PRC government is the Company's ultimate controlling party. State-controlled enterprises and their subsidiaries, in addition to CNPC Group companies, directly or indirectly controlled by the PRC government are also related parties of the Group. Neither CNPC nor the PRC government publishes financial statements available for public use. The Group has extensive transactions with other companies of the CNPC Group. Due to the relationship, it is possible that the terms of the transactions between the Group and other members of the CNPC Group are not the same as those that would result from transactions with other related parties or wholly unrelated parties. The Company and CNPC entered into a Comprehensive Products and Services Agreement on March 10, 2000 for a range of products and services which may be required and requested by either party; a Land Use Rights Leasing Contract under which CNPC leases 42,476 parcels of land located throughout the PRC to the Company; and a Buildings Leasing Contract under which CNPC leases 191 buildings located throughout the PRC to the Company. The terms of the current Comprehensive Products and Services Agreement were amended in 2005 and the agreement is effective through December 31, 2008. The products and services to be provided by the CNPC Group to the Company under the Comprehensive Products and Services Agreement include construction and technical services, production services, supply of material services, social services, ancillary services and financial services. The products and services are provided in accordance with (1) state-prescribed prices; or (2) where there is no state-prescribed price, relevant market prices; or (3) where neither (1) nor (2) is applicable, actual cost incurred; or the agreed contractual price, being the actual cost plus a margin of not more than 15% for certain construction and technical services, and 3% for all other types of services. The Land Use Rights Leasing Contract provides for the lease of an aggregate area of approximately 1,145 million square meters of land located throughout the PRC to business units of the Group for a term of 50 years at an annual fee of RMB 2,000. The total fee payable for the lease of all such property may, after every 10 years, be adjusted by agreement between the Company and CNPC. Under the Buildings Leasing Contract, 191 buildings covering an aggregate area of 269,770 square meters located throughout the PRC are leased at an aggregate annual fee of RMB 39 for a term of 20 years. The Company also entered into a Supplemental Buildings Leasing Agreement with CNPC in September 2002 to lease an additional 404 buildings covering approximately 442,730 square meters at an annual rental of RMB 157. The Supplemental Buildings Leasing Agreement will expire at the same time as the Buildings Leasing Contract. 2008 INTERIM REPORT 135 NOTES TO THE UNAUDITED CONSOLIDATED INTERIM CONDENSED FINANCIAL STATEMENTS For the six months ended June 30, 2008 PETROCHINA COMPANY LIMITED (Amounts in millions unless otherwise stated) -------------------------------------------------------------------------------- In addition to the related party information shown elsewhere in the unaudited consolidated interim condensed financial statements, the following is a summary of significant related party transactions entered into in the ordinary course of business between the Group and its related parties during the years and balances arising from related party transactions at the end of the periods indicated below: (A) BANK DEPOSITS NOTE JUNE 30, 2008 DECEMBER 31, 2007 ---- ------------- ----------------- RMB RMB Bank deposits CP Finance (i) 7,337 8,393 State-controlled banks and other financial institutions 46,001 66,611 ------ ------ 53,338 75,004 ====== ====== SIX MONTHS ENDED JUNE 30 ------------- NOTE 2008 2007 ---- ----- ---- RMB RMB Interest income from bank deposits CP Finance (i) 64 70 State-controlled banks and other financial institutions 993 439 ----- --- 1,057 509 ===== === (i) CP Finance is a subsidiary of CNPC and a non-bank financial institution, established with the approval from the People's Bank of China. The deposits yield interest at prevailing saving deposit rates. 2008 INTERIM REPORT 136 NOTES TO THE UNAUDITED CONSOLIDATED INTERIM CONDENSED FINANCIAL STATEMENTS For the six months ended June 30, 2008 PETROCHINA COMPANY LIMITED (Amounts in millions unless otherwise stated) -------------------------------------------------------------------------------- (B) SALES OF GOODS AND SERVICES SIX MONTHS ENDED JUNE 30 ------------------------ 2008 2007 ----------- ---------- RMB RMB Sales of goods Associates and jointly controlled entities - Crude oil -- 1,570 - Refined products 4,436 11,131 - Chemical products 90 753 CNPC and its subsidiaries - Crude oil 2,036 1,208 - Refined products 8,643 7,238 - Chemical products 5,620 3,208 - Natural gas 848 887 - Other 157 199 Other state-controlled enterprises - Crude oil 34,902 21,901 - Refined products 52,636 43,380 - Chemical products 2,003 2,847 - Natural gas 6,724 4,883 ------- ------- 118,095 99,205 ======= ======= Sales of goods to related parties are conducted at market prices. SIX MONTHS ENDED JUNE 30 ------------------------ 2008 2007 ----------- ---------- RMB RMB Sales of services - CNPC and its subsidiaries 3,642 871 - Other state-controlled enterprises 3,035 4,177 ----- ----- 6,677 5,048 ===== ===== Sales of services principally represent the provision of services in connection with the transportation of crude oil and natural gas at market prices. 2008 INTERIM REPORT 137 NOTES TO THE UNAUDITED CONSOLIDATED INTERIM CONDENSED FINANCIAL STATEMENTS For the six months ended June 30, 2008 PETROCHINA COMPANY LIMITED (Amounts in millions unless otherwise stated) -------------------------------------------------------------------------------- (C) PURCHASES OF GOODS AND SERVICES SIX MONTHS ENDED JUNE 30 ------------------------ NOTES 2008 2007 ----- ----------- ---------- RMB RMB Purchases of goods (i) Associates and jointly controlled entities 184 12,136 Other state-controlled enterprises 37,761 27,482 Purchases of services Associates and jointly controlled entities 49 27 CNPC and its subsidiaries - Fees paid for construction and technical services (ii) - Exploration and development services (iii) 24,426 22,994 - Other construction and technical services (iv) 18,047 9,921 - Fees for production services (v) 38,350 11,653 - Social service charges (vi) 1,152 998 - Ancillary service charges (vii) 1,185 1,038 - Commission expense and other charges (viii) 295 307 Other state-controlled enterprises (ix) 2,303 833 ------- ------ 123,752 87,389 ======= ====== (i) Purchases of goods principally represent the purchases of raw materials, spare parts and low cost consumables at market prices. (ii) Under the Comprehensive Products and Services Agreement entered into between CNPC and the Company, certain construction and technical services provided by CNPC, are charged at actual cost plus a margin of not more than 15%, including exploration and development services and oilfield construction services. (iii) Direct costs for exploration and development services comprise geophysical survey, drilling, well cementing, logging and well testing, etc.. (iv) The fees paid for other construction and technical services comprise fees for construction of refineries and chemical plants and technical services in connection with oil and gas exploration and production activities such as oilfield construction, technology research, engineering and design, etc.. 2008 INTERIM REPORT 138 NOTES TO THE UNAUDITED CONSOLIDATED INTERIM CONDENSED FINANCIAL STATEMENTS For the six months ended June 30, 2008 PETROCHINA COMPANY LIMITED (Amounts in millions unless otherwise stated) -------------------------------------------------------------------------------- (v) The fees paid for production services comprise fees for the repair of machinery, supply of water, electricity and gas at the state-prescribed prices, provision of services such as communications, transportation, fire fighting, asset leasing, environmental protection and sanitation, maintenance of roads, manufacture of replacement parts and machinery etc. at cost or market prices. (vi) These represent expenditures for social welfare and support services which are charged at cost. (vii) Ancillary service charges represent mainly fees for property management, the provision of training centres, guesthouses, canteens, public shower rooms, etc., at market prices. (viii) CNPC purchases materials on behalf of the Company and charges commission thereon. The commission is calculated at rates ranging from 1% to 5% of the goods purchased. (ix) Purchases of services from other state-controlled enterprises principally represent the purchases of construction and technical services at market prices. (D) PURCHASES OF ASSETS SIX MONTHS ENDED JUNE 30 ------------------------ 2008 2007 ----------- ---------- RMB RMB Purchases of assets CNPC and its subsidiaries 1,720 956 Other state-controlled enterprises 929 548 ----- ----- 2,649 1,504 ===== ===== Purchases of assets principally represent the purchases of manufacturing equipment, office equipment and transportation equipment, etc., at market prices. 2008 INTERIM REPORT 139 NOTES TO THE UNAUDITED CONSOLIDATED INTERIM CONDENSED FINANCIAL STATEMENTS For the six months ended June 30, 2008 PETROCHINA COMPANY LIMITED (Amounts in millions unless otherwise stated) -------------------------------------------------------------------------------- (E) PERIOD-END BALANCES ARISING FROM SALES/PURCHASES OF GOODS/SERVICES/ASSETS JUNE 30, 2008 DECEMBER 31, 2007 ------------- ----------------- RMB RMB Accounts receivable from related parties at the end of the period: Associates and jointly controlled entities 172 296 Fellow subsidiaries (CNPC Group) 2,271 3,796 Other state-controlled enterprises 5,672 1,910 ------- ------- 8,115 6,002 Less: Provision for impairment Fellow subsidiaries (CNPC Group) (156) (189) Other state-controlled enterprises (700) (708) ------- ------- (856) (897) ------- ------- 7,259 5,105 ======= ======= Prepayments and other receivables from related parties at the end of the period: Associates and jointly controlled entities 1,574 2,412 Fellow subsidiaries (CNPC Group) 34,134 10,335 Other state-controlled enterprises 6,940 6,809 ------- ------- 42,648 19,556 Less: Provision for impairment Associates and jointly controlled entities (31) (39) Fellow subsidiaries (CNPC Group) (12) (22) Other state-controlled enterprises (88) (79) ------- ------- (131) (140) ------- ------- 42,517 19,416 ======= ======= Accounts payable and accrued liabilities to related parties at the end of the period: Associates and jointly controlled entities 885 117 Parent (CNPC) 943 922 Fellow subsidiaries (CNPC Group) 42,249 32,154 Other state-controlled enterprises 7,425 7,141 ------- ------- 51,502 40,334 ======= ======= 2008 INTERIM REPORT 140 NOTES TO THE UNAUDITED CONSOLIDATED INTERIM CONDENSED FINANCIAL STATEMENTS For the six months ended June 30, 2008 PETROCHINA COMPANY LIMITED (Amounts in millions unless otherwise stated) -------------------------------------------------------------------------------- SIX MONTHS ENDED JUNE 30 ------------------------ 2008 2007 ---- ---- RMB RMB Net changes in provision for impairment of accounts receivable from related parties charged/(credited) to profit and loss account: Associates and jointly controlled entities -- (1) Fellow subsidiaries (CNPC Group) (22) (9) Other state-controlled enterprises (8) (1) --- --- (30) (11) === === Net changes in provision for impairment of prepayments and other receivables from related parties charged/(credited) to profit and loss account: Associates and jointly controlled entities (8) (18) Fellow subsidiaries (CNPC Group) (10) 5 Other state-controlled enterprises 9 -- --- --- (9) (13) === === (F) LEASES SIX MONTHS ENDED JUNE 30 ------------------------ NOTES 2008 2007 ----- ----- ----- RMB RMB Advance operating lease payments paid to related parties: (i) Other state-controlled enterprises -- 1 ----- ----- -- 1 ===== ===== Other operating lease payments paid to related parties: Parent (CNPC) (ii) 1,036 1,018 ----- ----- 1,036 1,018 ===== ===== (i) Advance operating lease payments principally represent the advance payment paid for the long-term operating leases of land and gas stations at prices prescribed by local governments or market prices. (ii) Other operating lease payments to CNPC principally represent the rental paid for the operating lease of land and buildings at the prices prescribed in the Land Use Rights Leasing Contract, the Buildings Leasing Contract and Supplemental Buildings Leasing Agreement with CNPC. 2008 INTERIM REPORT 141 NOTES TO THE UNAUDITED CONSOLIDATED INTERIM CONDENSED FINANCIAL STATEMENTS For the six months ended June 30, 2008 PETROCHINA COMPANY LIMITED (Amounts in millions unless otherwise stated) -------------------------------------------------------------------------------- JUNE 30, 2008 DECEMBER 31, 2007 ------------- ----------------- RMB RMB Operating lease payable to related parties Parent (CNPC) 44 16 --- --- 44 16 === === (G) LOANS SIX MONTHS ENDED JUNE 30 ------------------------ 2008 2007 LOANS TO RELATED PARTIES ------- ------ ------------------------ RMB RMB Loans to associates: Beginning of the period 1,853 1,800 Loans advanced 157 210 Loan repayments received (1,605) (64) Interest charged 4 83 Interest received (2) (72) ------ ------ End of the period 407 1,957 ====== ====== Loans to associates are included in prepaid expenses and other current assets. The loans to related parties are mainly with interest rates ranging from zero to 10.49% per annum as of June 30, 2008 (December 31, 2007: 5.20% to 8.60%). 2008 INTERIM REPORT 142 NOTES TO THE UNAUDITED CONSOLIDATED INTERIM CONDENSED FINANCIAL STATEMENTS For the six months ended June 30, 2008 PETROCHINA COMPANY LIMITED (Amounts in millions unless otherwise stated) -------------------------------------------------------------------------------- SIX MONTHS ENDED JUNE 30 ------------------------ LOANS FROM RELATED PARTIES NOTES 2008 2007 ----- ------- ------- RMB RMB Loans from CP Finance: (i) Beginning of the period 24,493 27,184 Loans received 2,116 2,246 Loan repayments paid (1,170) (2,346) Interest charged 666 486 Interest paid (672) (490) Currency translation differences (297) (36) ------- ------- End of the period 25,136 27,044 ======= ======= Loans from state-controlled banks and other financial institutions: (ii) Beginning of the period 34,263 32,810 Loans received 24,510 22,138 Loan repayments paid (24,804) (23,446) Interest charged 797 895 Interest paid (807) (909) Currency translation differences (622) (148) ------- ------- End of the period 33,337 31,340 ======= ======= Loans from other related parties: (iii) Beginning of the period 5 5 Loans received -- -- Loans repayments paid -- -- Interest charged -- -- Interest paid -- -- ------- ------- End of the period 5 5 ======= ======= (i) The loans from CP Finance are mainly with interest rates ranging from 2.86% to 7.47% per annum as of June 30, 2008 (December 31, 2007: 4.46% to 7.47%), with maturities through 2032. (ii) The loans from state-controlled banks and other financial institutions are mainly with interest rates ranging from zero to 8.66% per annum as of June 30, 2008 (December 31, 2007: zero to 8.66%), with maturities through 2038. (iii) The loans from other related parties are mainly with interest rate at 6.32% per annum as of June 30, 2008 (December 31, 2007: 6.32%), and with no fixed repayment terms. The guaranteed loans amounted to RMB 469 at June 30, 2008 (December 31, 2007: RMB 528). Borrowings of RMB 439 are from non-related parties, long-term and guaranteed by CNPC and borrowings of RMB 30 are from non-related parties, short-term and guaranteed by the Company and third parities. 2008 INTERIM REPORT 143 NOTES TO THE UNAUDITED CONSOLIDATED INTERIM CONDENSED FINANCIAL STATEMENTS For the six months ended June 30, 2008 PETROCHINA COMPANY LIMITED (Amounts in millions unless otherwise stated) -------------------------------------------------------------------------------- (H) KEY MANAGEMENT COMPENSATION SIX MONTHS ENDED JUNE 30 ------------------------ 2008 2007 ------- ------- RMB'000 RMB'000 Emoluments and other benefits 3,783 3,190 Contribution to retirement benefit scheme 232 144 ----- ----- 4,015 3,334 ===== ===== (I) CONTINGENT LIABILITIES The Group disclosed in Note 19 its contingent liabilities arising from the guarantees made for related parties. (J) COLLATERAL FOR BORROWINGS The Group pledged time deposits with maturities over one year as collateral with certain banks for the borrowings of subsidiaries and associates. As at June 30, 2008, time deposits with maturities over one year of USD 670 million (December 31, 2007: USD 690 million), were secured including for the borrowings of subsidiaries of USD 602 million (December 31, 2007: USD 450 million) and for the borrowings of associates of USD 68 million (December 31, 2007: USD 240 million). 22 SHARE APPRECIATION RIGHTS The Company has adopted a share-based compensation scheme which is a share appreciation right arrangement payable in cash to the recipients upon exercise of the rights which became effective upon the listing of the H shares of the Company on April 7, 2000. Directors, Supervisors and senior executives of the Company are eligible for the scheme and the rights granted thereunder can be exercised from April 8, 2003 to April 7, 2008. The exercise price is the price of the H share as at the initial public offering, being HK$1.28 per share. As at April 7, 2008 (being the expiry date of the exercise of the share appreciation rights), none of the holders of the share appreciation rights exercised their rights. The Company therefore derecognised the liability previously accrued of RMB1,400 million in the financial statements of the Group for the six months ended June 30, 2008. 23 SUBSEQUENT EVENT At the Extraordinary General Meeting on July 31, 2008, the shareholders approved a proposed issuance of Domestic Corporate Bonds in the PRC with an aggregate principal amount of not more than RMB 60 billion in one or more tranches. 2008 INTERIM REPORT 144 DOCUMENTS AVAILABLE FOR INSPECTION The following documents will be available for inspection at the registered office of the Company upon requests by the relevant regulatory authorities and shareholders in accordance with the Articles of Association and the laws and regulations of the PRC: 1. The original of the interim report for 2008 signed by the Chairman of the Board. 2. The financial statements under the hand and seal of the Legal Representative, Chief Financial Officer, the Chief Accountant and the Person in Charge of the Accounting Department of the Company. 3. The original of the interim report of the Company under the seal of the Auditors and under the hand of Certified Public Accountants. 4. The original copies of the documents and announcement of the Company published in the newspaper stipulated by the China Securities Regulatory Commission during the reporting period. 5. The Articles of Association of the Company. 2008 INTERIM REPORT 145 CONFIRMATION FROM THE DIRECTORS AND SENIOR MANAGEMENT According to the relevant provisions and requirements of the Securities Law of the People's Republic of China and Measures for Information Disclosure of Companies Offering Shares to the Public promulgated by the China Securities Regulatory Commission, as the Board Directors and senior management of PetroChina Company Limited, we have carefully reviewed the interim report for the six months ended June 30, 2008 and concluded that this interim report truly and objectively represents the business performance of the Company in the first half 2008, it contains no false representations, misleading statements or material omissions and complies with the requirements of the China Securities Regulatory Commission and other relevant regulatory authorities. Signatures of the Directors and Senior Management: /s/ Jiang Jiemin /s/ Zhou Jiping /s/ Wang Yilin /s/ Zeng Yukang Jiang Jiemin Zhou Jiping Wang Yilin Zeng Yukang /s/ Wang Fucheng /s/ Li Xinhua /s/ Liao Yongyuan /s/ Wang Guoliang Wang Fucheng Li Xinhua Liao Yongyuan Wang Guoliang /s/ Jiang Fan /s/ Chee-Chen Tung /s/ Liu Hongru /s/ Franco Bernabe Jiang Fan Chee-Chen Tung Liu Hongru Franco Bernabe /s/ Li Yongwu /s/ Cui Junhui /s/ Sun Longde /s/ Shen Diancheng Li Yongwu Cui Junhui Sun Longde Shen Diancheng /s/ Liu Hongbin /s/ Zhou Mingchun /s/ Li Hualin /s/ Zhao Zhengzhang Liu Hongbin Zhou Mingchun Li Hualin Zhao Zhengzhang /s/ Lin Aiguo /s/ Wang Daofu /s/ Huang Weihe /s/ Li Huaiqi Lin Aiguo Wang Daofu Huang Weihe Li Huaiqi August 27, 2008 This interim report is published in English and Chinese. In the event of any inconsistency between the two versions, the Chinese version shall prevail. 2008 INTERIM REPORT 146 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this announcement to be signed on its behalf by the undersigned, thereunto duly authorized. PetroChina Company Limited Dated: September 16, 2008 By: /s/ Li Huaiqi ----------------------------------- Name: Li Huaiqi Title: Company Secretary