PETROCHINA COMPANY LIMITED Rules of Procedure of the Nomination Committee

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

Clause 2: The Nomination Committee is established by the Board as a special committee under it. The Nomination Committee reports and is accountable to the Board.

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

Clause 3: The Nomination Committee shall be composed of three directors, with independent non-executive Directors taking the most seats. The Nomination Committee shall have a Chairman, who shall be the Chairman of the Board.

Clause 4: Members of the Nomination Committee shall be appointed or dismissed by the Board with the term of office same as that of the Board members and are eligible for re-election. Any member who ceases to be a director of the Company during his term of office shall no longer be qualified as a member of the Nomination Committee, in which case the Board shall fill any vacancies resulting therefrom in a timely manner in accordance with specific circumstances in order for the composition of the Nomination Committee to comply with the Rules.

Clause 5: The responsibilities of the Nomination Committee:

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

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

Clause 6: The Nomination Committee may engage, at the Company's expenses, any external experts or intermediary for any independent professional recommendation as required.

Clause 7: The meeting of Nomination Committee may be held physically or via telecommunications. The extraordinary Nomination Committee meeting may also be convened if requested by the Chairman of or two or more members of the Nomination Committee.

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

Clause 8: The meeting of the Nomination Committee shall meet regularly at least once a year. Such meeting shall be held prior to the first annual regular meeting of the

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

Clause 9: The secretary to the Board shall attend the Nomination Committee meeting, and shall prepare and properly maintain the minutes of each Nomination Committee meeting and dispatch such minutes promptly to attending members of the Nomination Committee for signing and confirmation.

Clause 10: The Secretary to the Board and the Secretariat of the Board are responsible for the following routine matters:

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

Clause 11: An extraordinary meeting of the Nomination Committee can be held by way of telephone conference or other electronic communications.

Clause 12: Decisions and opinions arrived at by the Nomination Committee should be reported to the Board in writing.

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

Clause 13: The Nomination Committee shall keep full and unlimited communication with the management. The Nomination Committee may invite Directors, supervisors and senior management of the Company to attend the Nomination Committee meetings and provide relevant information if practical.

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Clause 14: The human resource department of the Company is responsible for providing the Nomination Committee with relevant information about the nominees, and undertaking relevant affairs of the Nomination Committee.

Clause 15: The members of the Nomination Committee present on the meeting(s) shall sign on the minutes, and shall be obliged to keep confidential all issues discussed on the meeting(s) and not to disclose relevant information without permission.

Clause 16: Any reference to "or above" or "or more" in the Rules shall include the number which precedes it. Unless otherwise stated, technical terms used in the Rules shall have the same meaning as they appear in the Articles.

Clause 17: Any matters not specified in the Rules shall comply with relevant laws, regulations and the Articles. In case that the Rules conflicts with any laws and regulations to be issued or the Articles to be revised in the future, the latest laws, regulations or the Articles shall prevail.

Clause 18: The Rules are written in both Chinese and English. Both language versions shall have the same effect.

Clause 19: The Rules shall come into effect from the date when they are passed by the Board, and the same shall be followed when it is revised.

Clause 20: The Rules shall be revised, construed and interpreted by the Board.

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