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 October 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 third quarterly report of 2008. 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: October 30, 2008 By: /s/ Li Huaiqi ------------------------------ Name: Li Huaiqi Title: Company Secretary (PETROCHINA LETTERHEAD) (CHINESE CHARACTERS) PETROCHINA COMPANY LIMITED (A joint stock limited company incorporated in the People's Republic of China with limited liability) (Shanghai Stock Exchange Stock Code: 601857; Hong Kong Stock Exchange Stock Code: 857) ANNOUNCEMENT THIRD QUARTERLY REPORT OF 2008 (SECTION 1) IMPORTANT NOTICE 1.1 The Board of Directors 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 announcement, and jointly and severally accept full responsibility for the truthfulness, accuracy and completeness of the information contained in this announcement. 1.2 This announcement has been approved unanimously at the extraordinary meeting of the Board of Directors of the Company (the "Board"). No Director has any doubt as to, or the inability to warrant, the truthfulness, accuracy and completeness of the third quarterly results set out in this announcement. 1.3 The financial statements of the Company and its subsidiaries (the "Group") are prepared in accordance with China Accounting Standards ("CAS") and International Financial Reporting Standards ("IFRS"), respectively. The financial statements set out in this announcement have not been audited. 1.4 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 set out in this announcement. 1 (SECTION 2) BASIC INFORMATION OF THE COMPANY 2.1 Summary of Accounting Data and Financial Indicators 2.1.1 Key Accounting Data and Financial Indicators Prepared under IFRS Unit: RMB Million AS AT THE END AS AT THE OF THE END OF THE REPORTING PRECEDING CHANGES FROM THE END OF THE ITEMS PERIOD YEAR PRECEDING YEAR-END (%) Total assets 1,187,802 1,060,131 12.0 Equity attributable to equity holders of the Company 797,108 733,405 8.7 Net assets per share attributable to equity holders of the Company (RMB) 4.36 4.01 8.7 FROM THE BEGINNING OF THE CHANGES OVER THE SAME YEAR TO THE END OF THE PERIOD OF THE PRECEDING YEAR REPORTING PERIOD (%) Net cash flows from operating activities 145,843 (11.7) Net cash flows from operating activities per share (RMB) 0.80 (13.0) FOR THREE MONTHS FOR NINE MONTHS ENDED SEPTEMBER 30 ENDED SEPTEMBER 30 (JULY-SEPTEMBER) (JANUARY-SEPTEMBER) CHANGES CHANGES ITEMS 2008 2007 (%) 2008 2007 (%) Net profit attributable to equity holders of the Company 39,885 30,703 29.9 93,500 112,533 (16.9) Basic earnings per share (RMB) 0.22 0.17 29.4 0.51 0.63 (19.0) Diluted earnings per share (RMB) 0.22 0.17 29.4 0.51 0.63 (19.0) Return on net assets (%) 5.0 4.8 0.2 11.7 17.7 (6.0 percentage percentage points points) 2 2.1.2 Key Accounting Data and Financial Indicators Prepared under CAS Unit: RMB Million AS AT THE END AS AT THE END OF THE OF THE CHANGES FROM THE END OF REPORTING PRECEDING THE PRECEDING YEAR-END ITEMS PERIOD YEAR (%) Total assets 1,122,651 994,092 12.9 Equity attributable to equity holders of the Company 734,380 677,367 8.4 Net assets per share attributable to equity holders of the Company (RMB) 4.01 3.70 8.4 FROM THE BEGINNING OF THE CHANGES OVER THE SAME YEAR TO THE END OF THE PERIOD OF THE PRECEDING YEAR REPORTING PERIOD (%) Net cash flows from operating activities 149,863 (11.0) Net cash flows from operating activities per share (RMB) 0.82 (12.8) FROM THE BEGINNING OF THE YEAR TO THE END OF THE REPORTING PERIOD REPORTING PERIOD (JULY-SEPTEMBER) (JANUARY-SEPTEMBER) CHANGES OVER CHANGES OVER THE SAME THE SAME PERIOD OF THE PERIOD OF THE PRECEDING YEAR PRECEDING YEAR ITEMS 2008 2007 (%) 2008 2007 (%) Net profit attributable to equity holders of the Company 38,247 29,014 31.8 86,602 104,896 (17.4) Basic earnings per share (RMB) 0.21 0.16 31.3 0.47 0.59 (20.3) Diluted earnings per share (RMB) 0.21 0.16 31.3 0.47 0.59 (20.3) 0.2 percentage (6.2 percentage Return on net assets (%) 5.2 5.0 points 11.8 18.0 pints) Return on net assets after deducting non-recurring (0.7 percentage (7.4 percentage profit/loss items (%) 4.4 5.1 points) 10.8 18.2 points) 3 Unit: RMB Million FROM THE BEGINNING OF THE YEAR TO THE END OF THE REPORTING PERIOD NON-RECURRING PROFIT/LOSS ITEMS (PROFIT)/LOSS Loss on disposal of non-current assets 1,033 Government grants (13,230) Other non-operating net income and expenses 2,717 Tax effect of non-recurring profit/loss items 2,603 Total (6,877) ------- Of which: Non-recurring profit/loss affecting net profit of the Company's equity holders (7,495) Non-recurring profit/loss affecting net profit of minority interest 618 2.1.3 Differences between CAS and IFRS Unit: RMB Million FOR NINE MONTHS ENDED SEPTEMBER 30 ITEMS CAS IFRS Net profit (including minority interest) 98,679 105,964 Equity (including minority interest) 785,254 853,284 Analysis of differences See appendix for details 4 2.2 Number of Shareholders and Top Ten Shareholders Holding Shares Without Selling Restrictions at the End of the Reporting Period Number of shareholders at the end of the 1,879,663 shareholders including 1,873,699 holders of A reporting period shares and 5,964 holders of H shares (including 300 holders of the American Depository Shares) Top ten shareholders holding shares without selling restrictions NAME OF SHAREHOLDERS QUANTITY OF TRADABLE SHARES IN TYPE OF SHARES POSSESSION AS AT THE END OF THE REPORTING PERIOD (SHARE) 1.HKSCC Nominees Limited 20,916,286,805 H Share 2.China National Petroleum Corporation ("CNPC") 62,997,000 A Share 3.Industrial and Commercial Bank of China-Shanghai 50 Index ETF Securities Investment Fund 50,049,427 A Share 4.Bank of Communications-Yi Fang Da 50 Index Securities Investment Fund 45,712,726 A Share 5.Bank of China-Shanghai and Shenzhen 300 Index Jiashi Securities Investment Fund 29,096,416 A Share 6.China Life Insurance (Group) Company -Traditional-Ordinary Insurance Product 18,926,950 A Share 7.China Life Insurance Company Limited-Traditional-Ordinary Insurance Product-005L-CT001 Shanghai 18,771,597 A Share 8.China Life Insurance Company Limited-Dividends-Personal Dividends-005L-FH002 Shanghai 15,519,708 A Share 9.CSIC Finance Co. Ltd. 15,200,000 A Share 10.Bank of Communications- Yi Fang Da Ke Xun Equity Securities Investment Fund 15,000,110 A Share 2.3 Review of Results of Operations The PRC economy maintained rapid growth during the first three quarters of 2008, with an increase in GDP of 9.9%. International crude oil prices fluctuated widely due to a variety of factors. At the end of the third quarter of 2008, the financial turmoil in the United States sparked a sharp decrease in international crude oil prices. Prices of domestic chemical products were also on the decline, reflecting the impacts of increased imports and the financial turmoil. Faced with the changes in the operating environment, the Company planned in a scientific manner and responded actively, and achieved stable productions and operations and further enhanced the sustainable development of the Group. Excluding the impact resulting from policy factors such as the special levy on domestic crude oil sales and the macro-economic controls on the prices of refined products, the efficacy of the Company's operation continues to maintain at a higher level. 5 In respect of exploration and production, the Group carried out exploration at the key basins and focused on key exploration projects, enhanced the exploration of mature oilfields, ventured into the exploration of new oilfields actively and emphasized the use of new technologies. Significant progress was achieved and a solid foundation has been built for the growth of reserves for the whole of 2008. The Group actively adopted new methods in the exploration of oil and gas fields, realised overall discovery and development of new oilfields, and fully activated secondary recovery of mature oilfields. The Group also actively applied technologies such as horizontal drilling, organized scientific research and conducted production in the oil and gas fields in a safe, steady and orderly manner. As a result, the Group has achieved a steady growth in crude oil output and rapid growth in natural gas output. During the first three quarters of 2008, the crude oil output of the Group was 653 million barrels and the marketable natural gas output was 1,368.1 billion cubic feet, representing an increase of 2.8% and 16.3% from the same period in 2007, respectively. Faced with changing demand in the market, the Group organised refining process and chemical production meticulously. The Group also scientifically modified refining arrangements, adopted strict cost control measures to protect against market fluctuations and placed emphasis on production safety and environmental protection. As a result, safe and steady production of the Group's refining and chemical business was achieved. In respect of the sales of refined products, the Group strived to overcome the adverse impacts resulting from domestic refined product prices being lower than those in the international markets and natural disasters including cold weather and snow storms in southern areas and earthquakes in Sichuan, performed our social responsibilities conscientiously, modified our sales structure and strengthened our operation and management. 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 optimization of our refined products sales network were promoted actively, and marketing quality was improved. These measures further improved the operating efficiency of the Group. During the first three quarters of 2008, the Group's refineries processed 643 million barrels of crude oil, representing an increase of 5.1% from the same period in 2007, produced 55.597 million tonnes of gasoline, diesel and kerosene, representing an increase of 4.6% from the same period in 2007, and sold 70.250 million tonnes of gasoline, diesel and kerosene, representing an increase of 9.3% from the same period in 2007. 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 and the allocation of resources and product mix were further optimized. During the first three quarters of 2008, the Group produced 3.031 million tonnes of synthetic resin, representing an increase of 4.7% from the same period in 2007, and produced 1.982 million tonnes of ethylene, representing an increase of 4.8% from the same period in 2007. The development of key pipeline construction projects including the Second West-East Pipeline project and the Lanzhou-Zhengzhou-Changsha Refined Products Pipeline project were on schedule. The transportation of oil and natural gas has been conducted in a safe, steady and orderly manner. Natural gas sales continue to increase rapidly. The Group speeded up the international operations and continued to expand the scale of its international business. Oil and natural gas output from international operations continued to grow. The Group has further enhanced its international trading business and the trading volume and revenue increased rapidly. 6 SUMMARY OF KEY OPERATING DATA FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2008 CHANGES OVER THE SAME NINE MONTHS ENDED PERIOD OF SEPTEMBER 30, 2007 OPERATING DATA UNIT 2008 2007 (%) Crude oil output Million barrels 652.6 634.9 2.8 Marketable natural gas output Billion cubic feet 1,368.1 1,176.1 16.3 Oil and natural gas equivalent output Million barrels 880.7 831.0 6.0 Average realised price for crude oil USD/barrel 97.24 60.93 59.6 Average realised price for natural gas USD/thousand cubic feet 3.44 2.55 34.9 Processed crude oil Million barrels 642.5 611.4 5.1 Output of refined products Thousand tonnes 55,597 53,133 4.6 Of which: Gasoline Thousand tonnes 17,707 16,104 10.0 Kerosene Thousand tonnes 1,756 1,528 14.9 Diesel Thousand tonnes 36,134 35,501 1.8 Total sales volume of refined products Thousand tonnes 70,250 64,279 9.3 Output of key chemical products Ethylene Thousand tonnes 1,982 1,892 4.8 Synthetic resin Thousand tonnes 3,031 2,896 4.7 Synthetic fiber raw materials and polymer Thousand tonnes 1,271 1,104 15.1 Synthetic rubber Thousand tonnes 251 233 7.7 Urea Thousand tonnes 2,868 2,796 2.6 (SECTION 3) SIGNIFICANT EVENTS 3.1 Significant changes in key accounting items and financial indicators under CAS and explanation of such changes v Applicable [] Inapplicable 7 Unit: RMB Million As at December 31, Changes Items As at September 30, 2008 2007 (%) Accounts receivable 27,489 18,419 49.2 Advances to suppliers 65,186 20,386 219.8 Construction in progress 162,676 105,634 54.0 Deferred tax assets 19,090 12,871 48.3 Short-term borrowings 28,466 18,734 51.9 Advances from customers 16,788 12,433 35.0 Other payables 42,760 17,849 139.6 Current portion of non-current 7,973 11,652 (31.6) liabilities Items For nine months ended September 30, Changes 2008 2007 (%) Operating income 853,658 598,616 42.6 Cost of sales (552,395) (347,506) 59.0 Tax and levies on operations (98,083) (45,680) 114.7 General and administrative (44,319) (33,051) 34.1 expenses Asset impairment losses (13,033) 2,332 658.9 Investment income 6,145 4,123 49.0 Non-operating income 14,725 1,864 690.0 Net profit attributable to minority interest 12,077 6,109 97.7 Net cash flows used for (26,884) (71,505) (62.4) financing activities EXPLANATION OF SIGNIFICANT CHANGES: The increase in accounts receivable was mainly due to the expansion of the scale of the Group's operations and the increase in sales income. The increase in advances to suppliers was mainly due to increased investment expenditure and the increases in the prices of raw materials and other supplies. The increase in construction in progress was mainly due to the implementation of projects which were within the planned annual investment of the Group. The increase in deferred tax assets was mainly due to the provision for assets impairment recorded for this period by the Group. 8 The increase in short-term borrowings was mainly due to the additional loans undertaken to meet the needs of the Group's operations. The increase in advances from customers was mainly due to more customers purchasing refined products by advance payment. The increase in other payables was mainly due to increase in liabilities incurred during the period and increases in the accrual for safety fund. The decrease in the current portion of non-current liabilities was mainly due to the long-term borrowings becoming due within a year being offset by the repayment of the current portion of non-current liabilities. The increase in operating income was mainly due to increases in selling prices and increases of sales volume of major products of the Group. The increase in cost of sales was mainly due to an increase in the purchase prices of crude oil, feedstock oil and other raw materials from external suppliers as well as an expansion in the scale of production of the Group. The increase in tax and levies on operations was mainly due to increases in the payment of the special levy on the sale of domestic crude oil by the Group. The increase in general and administrative expenses was mainly due to increase in the research and development expenditure incurred by the Group and increase in the provision for the employee benefit expenses resulting from pension contributions for this period. The increase in asset impairment losses was mainly due to the recording of provision for assets impairment for this period by the Group. The increase in investment income was mainly due to the increased income from joint controlled entities and associates. The increase of non-operating income was mainly due to receipt of government grants as a result of the implementation of the financial support measures by the PRC government to ensure supply of crude oil and refined products in the market. The increase in the net profit attributable to minority interest was mainly due to the increase in profit of the subsidiaries of the Company. The decrease in net cash flows used for financing activities was mainly due to the reduction of dividends paid to the shareholders of the Company. 3.2 Significant events and their impacts as well as the analysis of and explanation for the solutions v Applicable [] Inapplicable 9 1. DISTRIBUTION OF INTERIM DIVIDEND FOR THE YEAR 2008 In accordance with the Articles of Association of PetroChina Company Limited and as approved by the second meeting of the Fourth Session of the Board, the Company paid an interim dividend of RMB0.131827 per share (inclusive of tax) for the six months ended June 30, 2008 to all equity holders whose names appear on the register of members of the Company at the close of business on September 18, 2008. The aggregated cash dividends were approximately RMB 24,127 million. The interim dividend for the year 2008 was paid to the equity holders above-mentioned on October 16, 2008. 2. INCREASE IN SHAREHOLDINGS OF THE COMPANY BY THE CONTROLLING SHAREHOLDER On September 22, 2008, CNPC increased its shareholdings in the Company by 60,000,000 shares via the trading system of the Shanghai Stock Exchange. CNPC intends to continue to increase its shareholdings in the Company, either in its own name or through parties acting in concert with it, through the secondary market within 12 months from the date of this share acquisition for an aggregated amount not exceeding 2% of the total share capital of the Company (including the shares in this share acquisition) (hereinafter referred to as "Further Acquisition Plan"). Details for this share acquisition and the Further Acquisition Plan were announced on September 23, 2008 via the websites of Shanghai Stock Exchange and The Stock Exchange of Hong Kong Limited. 3.3 Status of fulfillment of commitment made by the Company, shareholders and ultimate controller v Applicable [] Inapplicable 1. As at the end of the reporting period, the undertakings given by CNPC under the Restructuring Agreement and the Non-Competition Agreement entered into between CNPC and the Company both on March 10, 2000 and the 36-month share lock-up undertakings given by CNPC in connection with the initial listing of the Company's A shares on the Shanghai Stock Exchange 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 has not been affected. 2. On September 22, 2008, CNPC increased its shareholdings in the Company by 60,000,000 shares via the trading system of the Shanghai Stock Exchange. CNPC intends to continue to implement the Further Acquisition Plan within 12 months from the date of this share acquisition. CNPC further undertakes that it will not sell any shares it held in the Company during the period of the implementation of the Further Acquisition Plan and within the statutory period. As at the end of the reporting period, CNPC has not violated the above undertakings. 3.4 Caution and explanation as to the anticipated loss of accumulated net profits from the beginning of the year to the end of the next reporting period or significant changes over the same period of the preceding year [] Applicable v Inapplicable 10 3.5 Investments in securities [] Applicable v Inapplicable 3.6 This announcement is published in English and Chinese. In the event of any inconsistency between the two versions, the Chinese version shall prevail. By Order of the Board of Directors PetroChina Company Limited Jiang Jiemin Chairman Beijing, the PRC October 29, 2008 As at the date of this announcement, the Board of Directors comprises Mr Jiang Jiemin as the Chairman; Mr Zhou Jiping (Vice Chairman) and Mr Liao Yongyuan as executive Directors; Mr Wang Yilin, Mr Zeng Yukang, Mr Wang Fucheng, Mr Li Xinhua, Mr Wang Guoliang and Mr Jiang Fan as non-executive Directors; and Mr Chee-Chen Tung, Mr Liu Hongru, Mr Franco Bernabe, Mr Li Yongwu and Mr Cui Junhui as independent non-executive Directors. 11 APPENDIX A. FINANCIAL STATEMENTS FOR THE THIRD QUARTER OF 2008 PREPARED IN ACCORDANCE WITH IFRS 1-1. CONSOLIDATED PROFIT AND LOSS ACCOUNT Three months ended September 30 2008 2007 RMB RMB Million Million TURNOVER 304,136 205,890 -------- -------- OPERATING EXPENSES Purchases, services and other (160,081) (94,814) Employee compensation costs (14,548) (12,238) Exploration expenses, including exploratory dry holes (6,171) (5,486) Depreciation, depletion and amortisation (21,491) (16,354) Selling, general and administrative expenses (16,613) (14,313) Taxes other than income taxes (38,232) (19,980) Other income / (expenses), net 7,721 (1,352) -------- -------- TOTAL OPERATING EXPENSES (249,415) (164,537) -------- -------- PROFIT FROM OPERATIONS 54,721 41,353 -------- -------- FINANCE COSTS Exchange gain 277 465 Exchange loss (299) (717) Interest income 201 409 Interest expense (509) (693) -------- -------- TOTAL NET FINANCE COSTS (330) (536) -------- -------- SHARE OF PROFIT OF ASSOCIATES AND JOINTLY CONTROLLED ENTITIES 1,829 1,680 -------- -------- PROFIT BEFORE TAXATION 56,220 42,497 TAXATION (11,110) (9,193) -------- -------- PROFIT FOR THE PERIOD 45,110 33,304 ======== ======== ATTRIBUTABLE TO: Equity holders of the Company 39,885 30,703 Minority interest 5,225 2,601 -------- -------- 45,110 33,304 ======== ======== BASIC AND DILUTED EARNINGS PER SHARE FOR PROFIT ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY (RMB) 0.22 0.17 ======== ======== -------------------- ----------------- ------------------------ Chairman President Chief Financial Officer Jiang Jiemin Zhou Jiping Zhou Mingchun 12 1-2. CONSOLIDATED PROFIT AND LOSS ACCOUNT Nine months ended September 30 2008 2007 RMB RMB Million Million TURNOVER 853,658 598,616 -------- -------- OPERATING EXPENSES Purchases, services and other (454,603) (261,809) Employee compensation costs (44,959) (34,664) Exploration expenses, including exploratory dry holes (19,019) (16,093) Depreciation, depletion and amortisation (64,245) (47,582) Selling, general and administrative expenses (44,606) (38,214) Taxes other than income taxes (104,063) (48,764) Other income / (expenses), net 10,322 (1,007) -------- -------- TOTAL OPERATING EXPENSES (721,173) (448,133) -------- -------- PROFIT FROM OPERATIONS 132,485 150,483 -------- -------- FINANCE COSTS Exchange gain 1,581 1,046 Exchange loss (2,631) (1,640) Interest income 1,605 1,228 Interest expense (2,144) (2,743) -------- -------- TOTAL NET FINANCE COSTS (1,589) (2,109) -------- -------- SHARE OF PROFIT OF ASSOCIATES AND JOINTLY CONTROLLED ENTITIES 6,036 4,465 -------- -------- PROFIT BEFORE TAXATION 136,932 152,839 TAXATION (30,968) (33,219) -------- -------- PROFIT FOR THE PERIOD 105,964 119,620 ======== ======== ATTRIBUTABLE TO: Equity holders of the Company 93,500 112,533 Minority interest 12,464 7,087 -------- -------- 105,964 119,620 ======== ======== BASIC AND DILUTED EARNINGS PER SHARE FOR PROFIT ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY (RMB) 0.51 0.63 ======== ======== -------------------- ----------------- ------------------------ Chairman President Chief Financial Officer Jiang Jiemin Zhou Jiping Zhou Mingchun 13 2. CONSOLIDATED BALANCE SHEET September 30, December 31, 2008 2007 RMB RMB Million Million NON CURRENT ASSETS Property, plant and equipment 810,882 762,882 Investments in associates and jointly controlled entities 30,421 26,535 Available-for-sale financial assets 2,127 2,581 Advance operating lease payments 24,798 23,417 Intangible and other assets 9,362 8,488 Time deposits with maturities over one year 3,143 5,053 ------- ------- TOTAL NON CURRENT ASSETS 880,733 828,956 ------- ------- CURRENT ASSETS Inventories 110,878 88,467 Accounts receivable 27,489 18,419 Prepaid expenses and other current assets 80,511 36,018 Notes receivable 5,633 4,735 Time deposits with maturities over three months but within one year 13,661 18,042 Cash and cash equivalents 68,897 65,494 ------- ------- TOTAL CURRENT ASSETS 307,069 231,175 ------- ------- CURRENT LIABILITIES Accounts payable and accrued liabilities 195,416 144,353 Income tax payable 2,609 11,709 Other taxes payable 18,665 11,099 Short-term borrowings 36,439 30,934 ------- ------- TOTAL CURRENT LIABILITIES 253,129 198,095 ------- ------- NET CURRENT ASSETS/(LIABILITIES) 53,940 33,080 ------- ------- TOTAL ASSETS LESS CURRENT LIABILITIES 934,673 862,036 ======= ======= 14 2. CONSOLIDATED BALANCE SHEET (CONTINUED) September 30, December 31, 2008 2007 RMB RMB Million Million EQUITY Equity attributable to equity holders of the Company: Share capital 183,021 183,021 Retained earnings 397,224 332,432 Reserves 216,863 217,952 ------- ------- 797,108 733,405 Minority interest 56,176 42,942 ------- ------- TOTAL EQUITY 853,284 776,347 ------- ------- NON CURRENT LIABILITIES Long-term borrowings 35,145 39,688 Asset retirement obligations 26,569 24,761 Deferred taxation 18,695 20,205 Other long-term obligations 980 1,035 ------- ------- TOTAL NON CURRENT LIABILITIES 81,389 85,689 ------- ------- TOTAL EQUITY AND NON CURRENT LIABILITIES 934,673 862,036 ======= ======= -------------------- ----------------- ------------------------ Chairman President Chief Financial Officer Jiang Jiemin Zhou Jiping Zhou Mingchun 15 3. CONSOLIDATED CASH FLOW STATEMENT Nine months ended September 30 2008 2007 RMB RMB Million Million CASH FLOWS FROM OPERATING ACTIVITIES (A) 145,843 165,192 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures (125,519) (97,489) Acquisition of investments in associates and jointly controlled entities (457) (1,018) Acquisition of available-for-sale financial assets (11) (310) Acquisition of intangible assets (741) (534) Acquisition of other non-current assets (1,137) (763) Purchase of minority interest in listed subsidiaries - (149) Purchase of minority interest in subsidiaries (176) (10) Repayment of capital by associates and jointly controlled entities - 3,628 Proceeds from disposal of property, plant and equipment 287 562 Proceeds from disposal of intangible and other non-current assets 64 - Proceeds from disposal of investments in associates and jointly controlled entities 8 1,015 Proceeds from disposal of available-for-sale financial assets 51 187 Dividends received 3,434 844 Decrease/ (Increase) in time deposits with maturities over three months 5,905 (2,537) -------- -------- NET CASH USED FOR INVESTING ACTIVITIES (118,292) (96,574) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Repayments of short-term borrowings (58,351) (30,425) Repayments of long-term borrowings (11,650) (18,177) Dividends paid to minority interest (3,065) (1,929) Dividends paid to equity holders of the Company (28,708) (64,517) Increase in short-term borrowings 68,533 28,256 Increase in long-term borrowings 3,007 16,628 Capital contribution from minority interest 8,691 1,315 Capital reduction (2,420) - Decrease in other long-term obligations (160) (83) -------- -------- NET CASH USED FOR FINANCING ACTIVITIES (24,123) (68,932) -------- -------- TRANSLATION OF FOREIGN CURRENCY (25) 523 -------- -------- Increase in cash and cash equivalents 3,403 209 Cash and cash equivalents at beginning of the period 65,494 48,559 -------- -------- Cash and cash equivalents at end of the period 68,897 48,768 ======== ======== -------------------- ----------------- ------------------------ Chairman President Chief Financial Officer Jiang Jiemin Zhou Jiping Zhou Mingchun 16 3. CONSOLIDATED CASH FLOW STATEMENT (CONTINUED) (A) CASH FLOWS FROM OPERATING ACTIVITIES Nine months ended September 30 2008 2007 RMB RMB Million Million PROFIT FOR THE PERIOD 105,964 119,620 Adjustments for: Taxation 30,968 33,219 Depreciation, depletion and amortisation 64,245 47,582 Capitalised exploratory costs charged to expense 10,222 7,858 Share of profit of associates and jointly controlled entities (6,036) (4,465) Reversal of provision for impairment of receivables, net (25) (2,292) Write down/(Reversal of write down) in inventories, net 5,046 (124) Impairment of available-for-sale financial assets, net 10 - Impairment of investments in associates and jointly controlled entities, net 21 5 Loss on disposal of property, plant and equipment 1,326 1,574 Loss/(Gain) on disposal of investments in associates and jointly controlled entities 3 (352) Gain on disposal of available-for-sale financial assets (7) (94) Dividend income (237) (94) Interest income (1,605) (1,228) Interest expense 2,144 2,743 Advance payments on long-term operating leases (2,845) (1,945) Changes in working capital: Accounts receivable and prepaid expenses and other current assets (37,681) (27,612) Inventories (27,457) (2,099) Accounts payable and accrued liabilities 44,156 37,753 -------- -------- CASH GENERATED FROM OPERATIONS 188,212 210,049 Interest received 1,586 1,267 Interest paid (2,761) (2,573) Income taxes paid (41,194) (43,551) -------- -------- NET CASH PROVIDED BY OPERATING ACTIVITIES 145,843 165,192 ======== ======== 17 B. FINANCIAL STATEMENTS FOR THE THIRD QUARTER OF 2008 PREPARED IN ACCORDANCE WITH CAS 1. CONSOLIDATED BALANCE SHEET September 30, December 31, 2008 2007 RMB RMB Million Million ASSETS CURRENT ASSETS Cash at bank and on hand 85,701 88,589 Notes receivable 5,633 4,735 Accounts receivable 27,489 18,419 Advances to suppliers 65,186 20,386 Interest receivable 128 109 Dividends receivable 957 18 Other receivables 14,197 15,444 Inventories 110,878 88,467 Current portion of non-current assets 25 59 Other current assets 18 2 --------- --------- TOTAL CURRENT ASSETS 310,212 236,228 --------- --------- NON-CURRENT ASSETS Available-for-sale financial assets 2,077 2,530 Long-term equity investments 26,924 22,686 Fixed assets 239,793 247,803 Oil and gas properties 317,740 326,328 Construction in progress 162,676 105,634 Construction materials 8,877 6,927 Fixed assets pending disposal 454 287 Intangible assets 21,326 20,022 Goodwill 148 - Long-term prepaid expenses 12,833 12,028 Deferred tax assets 19,090 12,871 Other non-current assets 501 748 --------- --------- TOTAL NON-CURRENT ASSETS 812,439 757,864 --------- --------- TOTAL ASSETS 1,122,651 994,092 ========= ========= 18 1 CONSOLIDATED BALANCE SHEET (CONTINUED) September 30, December 31, 2008 2007 RMB RMB Million Million LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Short-term borrowings 28,466 18,734 Notes payable 884 1,143 Accounts payable 131,572 104,460 Advances from customers 16,788 12,433 Employee compensation payable 9,092 11,585 Taxes payable 21,274 22,808 Interest payable 263 173 Dividends payable 894 89 Other payables 42,760 17,849 Provisions 545 715 Current portion of non-current liabilities 7,973 11,652 Other current liabilities 3 13 ------- ------- TOTAL CURRENT LIABILITIES 260,514 201,654 ------- ------- NON-CURRENT LIABILITIES Deferred income 183 76 Long-term borrowings 30,991 35,305 Debentures payable 4,154 4,383 Long-term payables 55 57 Grants payable 618 774 Provisions 26,569 24,761 Deferred tax liabilities 14,189 11,883 Other non-current liabilities 124 128 ------- ------- TOTAL NON-CURRENT LIABILITIES 76,883 77,367 ------- ------- TOTAL LIABILITIES 337,397 279,021 ------- ------- 19 1. CONSOLIDATED BALANCE SHEET (CONTINUED) September 30, December 31, 2008 2007 RMB RMB Million Million SHAREHOLDERS' EQUITY Share capital 183,021 183,021 Capital surplus 122,010 122,192 Surplus reserves 102,696 102,696 Undistributed profits 328,438 270,544 Currency translation differences (1,785) (1,086) ---------- ---------- EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY 734,380 677,367 ---------- ---------- MINORITY INTEREST 50,874 37,704 ---------- ---------- TOTAL SHAREHOLDERS' EQUITY 785,254 715,071 ---------- ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 1,122,651 994,092 ========== ========== -------------------- ----------------- ------------------------ Chairman President Chief Financial Officer Jiang Jiemin Zhou Jiping Zhou Mingchun 20 2. COMPANY BALANCE SHEET September 30, December 31, 2008 2007 RMB RMB Million Million ASSETS CURRENT ASSETS Cash at bank and on hand 66,012 78,332 Notes receivable 5,168 3,988 Accounts receivable 3,822 2,131 Advances to suppliers 52,031 16,086 Interest receivable 125 109 Dividends receivable 83 85 Other receivables 18,478 24,173 Inventories 92,964 70,284 Current portion of non-current assets 24 59 Other current assets 18 2 ------- ------- TOTAL CURRENT ASSETS 238,725 195,249 ------- ------- NON-CURRENT ASSETS Available-for-sale financial assets 1,060 1,456 Long-term equity investments 126,993 104,691 Fixed assets 192,660 199,411 Oil and gas properties 228,031 231,921 Construction in progress 129,947 85,597 Construction materials 7,026 5,455 Fixed assets pending disposal 446 282 Intangible assets 17,099 16,356 Long-term prepaid expenses 10,798 9,924 Deferred tax assets 13,703 9,048 ------- ------- TOTAL NON-CURRENT ASSETS 727,763 664,141 ------- ------- TOTAL ASSETS 966,488 859,390 ======= ======= 21 2 COMPANY BALANCE SHEET (CONTINUED) September 30, December 31, 2008 2007 RMB RMB Million Million LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Short-term borrowings 38,477 17,898 Accounts payable 87,333 66,877 Advances from customers 13,814 10,443 Employee compensation payable 7,728 10,751 Taxes payable 2,836 13,793 Interest payable 181 61 Other payables 72,599 46,582 Provisions 61 75 Current portion of non-current liabilities 7,803 9,029 ------- ------- TOTAL CURRENT LIABILITIES 230,832 175,509 ------- ------- NON-CURRENT LIABILITIES Deferred income 156 62 Long-term borrowings 23,515 29,044 Debentures payable 3,500 3,500 Long-term payables 55 56 Grants payable 563 710 Provisions 16,441 15,307 Deferred tax liabilities 7,881 6,598 Other non-current liabilities 120 123 ------- ------- TOTAL NON-CURRENT LIABILITIES 52,231 55,400 ------- ------- TOTAL LIABILITIES 283,063 230,909 ------- ------- 22 2 COMPANY BALANCE SHEET (CONTINUED) September 30, December 31, 2008 2007 RMB RMB Million Million SHAREHOLDERS' EQUITY Share capital 183,021 183,021 Capital surplus 125,678 125,848 Surplus reserves 91,596 91,596 Undistributed profits 283,130 228,016 ------- ------- TOTAL SHAREHOLDERS' EQUITY 683,425 628,481 ------- ------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 966,488 859,390 ======= ======= -------------------- ----------------- ------------------------ Chairman President Chief Financial Officer Jiang Jiemin Zhou Jiping Zhou Mingchun 23 3-1. CONSOLIDATED INCOME STATEMENTS Three months ended September 30 2008 2007 RMB RMB ITEMS Million Million 1.OPERATING INCOME 304,136 205,890 Less: Cost of sales (191,108) (124,366) Tax and levies on operations (36,192) (18,827) Selling expenses (11,746) (10,600) General and administrative expenses (14,757) (11,576) Finance expenses (436) (941) Asset impairment losses (5,703) 15 Add: Investment income 1,848 1,033 -------- -------- 2.OPERATING PROFIT 46,042 40,628 -------- -------- Add: Non-operating income 9,111 423 Less: Non-operating expenses (1,354) (1,403) -------- -------- 3.PROFIT BEFORE TAXATION 53,799 39,648 Less: Taxation (10,417) (8,940) -------- -------- 4.NET PROFIT 43,382 30,708 -------- -------- Net profit attributable to equity 38,247 29,014 holders of the Company Minority interest 5,135 1,694 5.EARNINGS PER SHARE (BASED ON NET PROFIT ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY) Basic earnings per share (RMB) 0.21 0.16 Diluted earnings per share (RMB) 0.21 0.16 ======== ======== -------------------- ----------------- ------------------------ Chairman President Chief Financial Officer Jiang Jiemin Zhou Jiping Zhou Mingchun 24 3-2. CONSOLIDATED INCOME STATEMENTS Nine months ended September 30 2008 2007 RMB RMB ITEMS Million Million 1.OPERATING INCOME 853,658 598,616 Less: Cost of sales (552,395) (347,506) Tax and levies on operations (98,083) (45,680) Selling expenses (33,322) (29,675) General and administrative expenses (44,319) (33,051) Finance expenses (1,884) (2,597) Asset impairment losses (13,033) 2,332 Add: Investment income 6,145 4,123 -------- -------- 2.OPERATING PROFIT 116,767 146,562 -------- -------- Add: Non-operating income 14,725 1,864 Less: Non-operating expenses (4,487) (2,484) -------- -------- 3.PROFIT BEFORE TAXATION 127,005 145,942 Less: Taxation (28,326) (34,937) -------- -------- 4.NET PROFIT 98,679 111,005 -------- -------- Net profit attributable to equity 86,602 104,896 holders of the Company Minority interest 12,077 6,109 5.EARNINGS PER SHARE (BASED ON NET PROFIT ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY) Basic earnings per share (RMB) 0.47 0.59 Diluted earnings per share (RMB) 0.47 0.59 ======== ======== -------------------- ----------------- ------------------------ Chairman President Chief Financial Officer Jiang Jiemin Zhou Jiping Zhou Mingchun 25 4-1. COMPANY INCOME STATEMENT Three months ended September 30 2008 2007 RMB RMB ITEMS Million Million 1.OPERATING INCOME 221,939 131,758 Less: Cost of sales (167,656) (89,709) Tax and levies on operations (21,354) (11,483) Selling expenses (9,390) (8,367) General and administrative expenses (11,366) (8,212) Finance expenses (375) (353) Asset impairment losses (5,684) (4) Add: Investment income 21,391 15,800 -------- -------- 2.OPERATING PROFIT 27,505 29,430 -------- -------- Add: Non-operating income 8,270 332 Less: Non-operating expenses (1,262) (1,297) -------- -------- 3.PROFIT BEFORE TAXATION 34,513 28,465 Less: Taxation 36 519 -------- -------- 4.NET PROFIT 34,549 28,984 -------- -------- 5.EARNINGS PER SHARE Basic earnings per share (RMB) 0.19 0.16 Diluted earnings per share (RMB) 0.19 0.16 ======== ======== -------------------- ----------------- ------------------------ Chairman President Chief Financial Officer Jiang Jiemin Zhou Jiping Zhou Mingchun 26 4-2. COMPANY INCOME STATEMENT Nine months ended September 30 2008 2007 RMB RMB ITEMS Million Million 1.OPERATING INCOME 614,954 422,149 Less: Cost of sales (478,156) (285,029) Tax and levies on operations (58,484) (27,741) Selling expenses (26,468) (23,416) General and administrative expenses (34,931) (23,950) Finance expenses (580) (1,297) Asset impairment losses (12,999) 1,838 Add: Investment income 65,495 46,204 -------- -------- 2.OPERATING PROFIT 68,831 108,758 -------- -------- Add: Non-operating income 12,876 1,188 Less: Non-operating expenses (3,028) (2,245) -------- -------- 3.PROFIT BEFORE TAXATION 78,679 107,701 Less: Taxation 5,143 (5,269) -------- -------- 4.NET PROFIT 83,822 102,432 -------- -------- 5.EARNINGS PER SHARE Basic earnings per share (RMB) 0.46 0.57 Diluted earnings per share (RMB) 0.46 0.57 ======== ======= -------------------- ----------------- ------------------------ Chairman President Chief Financial Officer Jiang Jiemin Zhou Jiping Zhou Mingchun 27 5. CONSOLIDATED CASH FLOW STATEMENT Nine months ended September 30 2008 2007 RMB RMB ITEMS Million Million 1. CASH FLOWS FROM OPERATING ACTIVITIES Cash received from sales of goods and rendering of services 989,252 694,659 Refund of taxes and levies 9,448 722 Cash received relating to other operating activities 2,333 508 ---------- ---------- SUB-TOTAL OF CASH INFLOWS 1,001,033 695,889 ---------- ---------- Cash paid for goods and services (586,800) (324,253) Cash paid to and on behalf of employees (47,452) (32,947) Payments of taxes and levies (188,352) (132,719) Cash paid relating to other operating activities (28,566) (37,527) ---------- ---------- SUB-TOTAL OF CASH OUTFLOWS (851,170) (527,446) ---------- ---------- NET CASH FLOWS FROM OPERATING ACTIVITIES 149,863 168,443 ---------- ---------- 2. CASH FLOWS FROM INVESTING ACTIVITIES Cash received from disposal of investments 5,964 4,830 Cash received from returns on investments 5,020 2,111 Net cash received from disposal of fixed assets, oil and gas properties, intangible assets and other long-term assets 351 562 ---------- ---------- SUB-TOTAL OF CASH INFLOWS 11,335 7,503 ---------- ---------- Cash paid to acquire fixed assets, oil and gas properties, intangible assets and other long term assets (130,242) (100,731) Cash paid to acquire investments (644) (4,024) Including: Cash paid to purchase shares of listed subsidiaries - (149) ---------- ---------- SUB-TOTAL OF CASH OUTFLOWS (130,886) (104,755) ---------- ---------- NET CASH FLOWS USED FOR INVESTING ACTIVITIES (119,551) (97,252) ---------- ---------- 28 5. CONSOLIDATED CASH FLOW STATEMENT (CONTINUED) Nine months ended September 30 2008 2007 RMB RMB ITEMS Million Million 3. CASH FLOWS FROM FINANCING ACTIVITIES Cash received from capital contributions 8,691 1,315 Including: Cash received from minority shareholders' capital contributions to subsidiaries 8,691 1,315 Cash received from borrowings 71,540 44,884 Cash received relating to other financing activities 44 102 -------- -------- SUB-TOTAL OF CASH INFLOWS 80,275 46,301 -------- -------- Cash repayments of borrowings (70,001) (48,602) Cash payments for interest expenses and distribution of dividends or profits (34,534) (69,019) Including: Subsidiaries' cash payments for distribution of dividends or profits to minority shareholders (3,065) (5,220) Capital reduction (2,420) - Cash payments relating to other financing activities (204) (185) -------- -------- SUB-TOTAL OF CASH OUTFLOWS (107,159) (117,806) -------- -------- NET CASH FLOWS USED FOR FINANCING ACTIVITIES (26,884) (71,505) -------- -------- 4. EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (25) 523 -------- -------- 5. NET INCREASE IN CASH AND CASH EQUIVALENTS 3,403 209 -------- -------- Add: Cash and cash equivalents at beginning of the period 65,494 48,559 -------- -------- 6. CASH AND CASH EQUIVALENTS AT END OF THE PERIOD 68,897 48,768 ======== ======== -------------------- ----------------- ------------------------ Chairman President Chief Financial Officer Jiang Jiemin Zhou Jiping Zhou Mingchun 29 6. COMPANY CASH FLOW STATEMENT Nine months ended September 30 2008 2007 RMB RMB ITEMS Million Million 1. CASH FLOWS FROM OPERATING ACTIVITIES Cash received from sales of goods and rendering of services 740,990 493,196 Refund of taxes and levies 7,996 655 Cash received relating to other operating activities 6,541 1,770 -------- -------- SUB-TOTAL OF CASH INFLOWS 755,527 495,621 -------- -------- Cash paid for goods and services (545,809) (277,573) Cash paid to and on behalf of employees (37,593) (24,793) Payments of taxes and levies (95,580) (66,778) Cash paid relating to other operating activities (13,080) (22,025) -------- -------- SUB-TOTAL OF CASH OUTFLOWS (692,062) (391,169) -------- -------- NET CASH FLOWS FROM OPERATING ACTIVITIES 63,465 104,452 -------- -------- 2. CASH FLOWS FROM INVESTING ACTIVITIES Cash received from disposal of investments 8,075 1,208 Cash received from returns on investments 66,098 42,613 Net cash received from disposal of fixed assets, oil and gas properties, intangible assets and other long-term assets 242 142 -------- -------- SUB-TOTAL OF CASH INFLOWS 74,415 43,963 -------- -------- Cash paid to acquire fixed assets, oil and gas properties, intangible assets and other long-term assets (103,989) (80,403) Cash paid to acquire investments (22,287) (3,975) Including: Cash paid to purchase shares of listed subsidiaries - (149) -------- -------- SUB-TOTAL OF CASH OUTFLOWS (126,276) (84,378) -------- -------- NET CASH FLOWS USED FOR INVESTING ACTIVITIES (51,861) (40,415) -------- -------- 30 6. COMPANY CASH FLOW STATEMENT (CONTINUED) Nine months ended September 30 2008 2007 RMB RMB ITEMS Million Million 3. CASH FLOWS FROM FINANCING ACTIVITIES Cash received from capital contributions - - Cash received from borrowings 52,018 35,191 Cash received relating to other financing activities 44 62 -------- -------- SUB-TOTAL OF CASH INFLOWS 52,062 35,253 -------- -------- Cash repayments of borrowings (37,406) (35,327) Cash payments for interest expenses and distribution of dividends or profits (30,389) (66,079) Cash payments relating to other financing activities (191) (96) -------- -------- SUB-TOTAL OF CASH OUTFLOWS (67,986) (101,502) -------- -------- NET CASH FLOWS USED FOR FINANCING ACTIVITIES (15,924) (66,249) -------- -------- 4. EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS - - -------- -------- 5. NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (4,320) (2,212) -------- -------- Add: Cash and cash equivalents at beginning of the period 60,332 45,029 -------- -------- 6. CASH AND CASH EQUIVALENTS AT END OF THE PERIOD 56,012 42,817 ======== ======== -------------------- ----------------- ------------------------ Chairman President Chief Financial Officer Jiang Jiemin Zhou Jiping Zhou Mingchun 31 C. SIGNIFICANT DIFFERENCES BETWEEN CAS AND IFRS 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: Nine months ended September 30 2008 2007 Notes RMB million RMB million Consolidated profit for the period under IFRS 105,964 119,620 Adjustments: Depletion of oil and gas properties (1) (5,523) (6,669) Adjustment of safety fund (2) (3,826) - Deferred taxation (3) 2,642 (1,718) Other (578) (228) -------- -------- Consolidated profit for the period under CAS 98,679 111,005 ======== ======== September 30, December 31, 2008 2007 Notes RMB million RMB million Consolidated shareholders' equity under IFRS 853,284 776,347 Adjustments: Depletion of oil and gas properties (1) (85,185) (79,662) Adjustment of safety fund (2) (7,385) (3,559) Currency translation differences 141 (390) Deferred taxation (3) 23,798 21,156 Other 601 1,179 -------- -------- Consolidated shareholder's equity under CAS 785,254 715,071 ======== ======== 32 (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) In accordance with the requirements of the "Temporary regulation for safety fund financial management of high risk industry" issued by the Ministry of Finance 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 does not have a specific utilisation plan for this accrued safety fund as at September 30, 2008, it has been reversed under IFRS. (3) Deferred taxation relating to the differences between IFRS and CAS. 33