Nyse PTR 2014
Nyse PTR 2014
Nyse PTR 2014
2014 年度 告
2014年 度
P E T R O C H I N A C O中國石油天然氣股份有限公司
MPANY LIMITED
告
中國石油天然氣股份有限公司
2014 ANNUAL REPORT
PETROCHINA COMPANY LIMITED
CONTENTS
FINANCIAL STATEMENTS
IMPORTANT NOTICE
The Board of Directors (the “Board” or “Board of Directors”) of PetroChina Company Limited (the
“Company”), the Supervisory Committee and the Directors, Supervisors and senior management of the
Company warrant the truthfulness, accuracy and completeness of the information contained in this annual
report and that there are no material omissions from, or misrepresentation or misleading statements contained
in this annual report, and jointly and severally accept full responsibility thereof.
The 2014 Annual Report has been approved at the fifth meeting of the Sixth Session of the Board of
Directors. Mr Liu Hongbin, an executive Director of the Company, and Mr Richard H. Matzke, an independent
non-executive Director were absent from the fifth meeting of the Sixth Session of the Board but had separately
authorised Mr Liu Yuezhen, a non-executive Director of the Company, and Mr Lin Boqiang, an independent non-
executive Director of the Company in writing to attend the meeting by proxy and to exercise their voting rights
on their behalf. Mr Zhou Jiping, Chairman of the Company, Mr Wang Dongjin, Vice Chairman and President of
the Company, and Mr Yu Yibo, Chief Financial Officer of the Company, warrant the truthfulness, accuracy and
completeness of the financial statements in this annual report. No substantial shareholder of the Company has
utilised the funds of the Company for non-operating purposes.
The financial statements of the Company and its subsidiaries (the “Group”) have been prepared in
accordance with China Accounting Standards (“CAS”) and International Financial Reporting Standards (“IFRS”),
respectively. The financial statements of the Group for 2014, which have been prepared in accordance with
CAS and IFRS, have been audited by KPMG Huazhen (Special General Partnership) and KPMG Certified Public
Accountants, respectively. Both firms have issued unqualified opinions on the financial statements.
The Board recommends a final dividend of RMB0.09601 per share (inclusive of applicable tax) for 2014,
which is based on 45% of the net profit of the Group for the twelve months ended December 31, 2014 after
deducting the interim dividend for 2014 paid on September 19, 2014 (in respect of A shares) and September
29, 2014 (in respect of H shares). The proposed final dividend is subject to shareholders’ review and approval
at the forthcoming annual general meeting to be held on May 27, 2015.
This annual report contains certain forward-looking statements with respect to the financial position,
operational results and business of the Group. These forward-looking statements are, by their names, subject
to significant risk and uncertainties because they relate to events and depend on circumstances that may occur
in the future and are beyond our control. The forward-looking statements reflect the Group’s current views
with respect of future events and are not a guarantee of future performance. Actual results may differ from
information contained in the forward-looking statements.
002
2014 ANNUAL REPORT Corporate Profile
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 China
National Petroleum Corporation (“CNPC”).
The Group is 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 principally engages in, among others, the exploration, development,
production and sales of crude oil and natural gas; the refining of crude oil and petroleum products; the production
and sales of basic and derivative chemical products and other chemical products; the marketing and trading of
refined 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, 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.
003
Corporate Profile
Internet Website Publishing this annual report designated by the China Securities Regulatory Commission:
http://www.sse.com.cn
Copies of this annual report are available at: No. 9 Dongzhimen North Street, Dongcheng District,
Beijing, PRC
Places of Listing:
A shares: Shanghai Stock Exchange
Stock Name: PetroChina
Stock Code: 601857
H shares: Hong Kong Stock Exchange
Stock Code: 857
ADSs: The New York Stock Exchange
Symbol: PTR
004
2014 ANNUAL REPORT Corporate Profile
Overseas Auditors:
Name: KPMG Certified Public Accountants
Address: 8th Floor, Prince’s Building,
10 Chater Road
Central, Hong Kong
005
Summary of Financial Data and
Financial Indicators
Note:
(1) As at December 31, 2010, 2011, 2012, 2013 and 2014 respectively, basic and diluted earnings per share were calculated
by dividing the net profit with the number of shares of 183,021 million issued for each of these financial years.
006
2014 ANNUAL REPORT Summary of Financial Data and
Financial Indicators
007
Summary of Financial Data and
Financial Indicators
The consolidated net profit for the year under IFRS and CAS were RMB119,028 million and RMB119,034
million respectively, with a difference of RMB6 million; the consolidated shareholders’ equity as at the end of
the year under IFRS and CAS were RMB1,317,781 million and RMB1,317,760 million respectively, with a
difference of RMB21 million. These differences under the different accounting standards were primarily due to
the revaluation for assets other than fixed assets and oil and gas properties in 1999.
During the restructuring in 1999, a valuation was carried out in 1999 for assets and liabilities injected by
CNPC. Valuation results on assets other than fixed assets and oil and gas properties were not recognised in the
financial statements prepared under IFRS.
008
2014 ANNUAL REPORT Changes in Shareholdings and
Information on Shareholders
1. Changes in Shareholdings
Unit: Shares
Pre-movement Increase/decrease (+/-) Post-movement
Conver-
Numbers of Percen- New Bonus sion from Numbers of Percen-
shares tage (%) Issue Issue Reserves Others Sub-total shares tage (%)
Shares without
selling restrictions 183,020,977,818 100,00 - - - - - 183,020,977,818 100.00
1. RMB-
denominated
ordinary shares 161,922,077,818 88.47 - - - - - 161,922,077,818 88.47
2. Shares
traded in non-
RMB currencies
and listed
domestically - - - - - - - - -
3. Shares listed
overseas 21,098,900,000 11.53 - - - - - 21,098,900,000 11.53
4. Others - - - - - - - - -
As at the end of the reporting period, there was no issue of shares in the past three years.
For the issue of bonds, please read the section “Significant Events” of this annual report.
During the reporting period, no shares for employees of the Company were in issue.
009
Changes in Shareholdings and
Information on Shareholders
The number of shareholders of the Company as at December 31, 2014 was 871,792, including 864,170 holders of A shares
and 7,622 registered holders of H shares (including 247 holders of the American Depository Shares). The minimum public float
requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”)
are satisfied.
The total number of shareholders of the Company as at March 20, 2015 was 877,936, including 870,338 holders of A shares
and 7,598 registered holders of H shares (including 245 holders of the ADSs).
(1) Shareholdings of the top ten shareholders as at the end of the reporting period
Unit: Shares
Inscrease
and decrease Numberof
during the Number shares
Percentage of Reporting of shares pledged or
Nature of shareholding Number of Period with selling subject to
Name of shareholders shareholders (%) shares held (+, -) restrictions lock-ups
CNPC State-owned 86.35 158,033,693,528(1) 0 0 0
Overseas legal
HKSCC Nominees Limited(2) person 11.38 20,834,718,743(3) 4,648,307 0 0
National Council for Social State-owned
Security Fund of the PRC legal person 0.219 400,000,000 0 0 0
China Securities Finance State-owned
Corporation Limited legal person 0.031 57,375,350 -151,792,984 0 0
CSOP Asset Management
Limited - CSOP FTSE China
A50 ETF Other 0.019 34,909,220 -4,459,708 0 0
Guangxi Investment Group Co., State-owned
Ltd. legal person 0.017 30,330,045 -9,230,000 0 0
Industrial and Commercial
Bank of China Limited - China
Universal SCI Index Securities
Investment Fund Other 0.015 26,746,984 -10,687,055 0 0
Industrial and Commercial Bank
of China Limited - Shanghai 50
Index ETF Securities Investment
Fund Other 0.014 25,908,531 -8,029,400 0 0
Bank of China Limited -
Jiashi CSI 300 Index Trading
Securities Investment Fund Other 0.012 21,197,706 2,428,930 0 148,000
Industrial and Commercial
Bank of China Limited - Huatai-
PineBridge CSI 300 Index ETF
Securities Investment Fund Other 0.008 15,474,900 5,774,598 0 0
010
2014 ANNUAL REPORT Changes in Shareholdings and
Information on Shareholders
Note 1: Such figure excludes the H shares indirectly held by CNPC through Fairy King Investments Limited, an overseas wholly-owned subsidiary
of CNPC.
Note 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
other corporate or individual shareholders.
Note 3: 291,518,000 H shares were indirectly held by CNPC through Fairy King Investments Limited, an overseas wholly-owned subsidiary of
CNPC, representing 0.16% of the total share capital of the Company. These shares were held in the name of HKSCC Nominees Limited.
(2) Shareholdings of top ten shareholders of shares without selling restrictions as at the end of the reporting period
Unit: Shares
Ranking Name of shareholders Number of shares held Types of shares
1 CNPC 158,033,693,528 (1) A Shares
2 HKSCC Nominees Limited 20,834,718,743 H Shares
3 National Council for Social Security Fund of the PRC 400,000,000 A Shares
4 China Securities Finance Corporation 57,375,350 A Shares
5 CSOP Asset Management Limited - CSOP FTSE China A50 ETF 34,909,220 A Shares
6 Guangxi Investment Group Co., Ltd. 30,330,045 A Shares
Industrial and Commercial Bank of China Limited - China Universal
7 SCI Index Securities Investment Fund 26,746,984 A Shares
Industrial and Commercial Bank of China Limited - Shanghai 50
8 Index ETF Securities Investment Fund 25,908,531 A Shares
Bank of China Limited - Jiashi CSI 300 Index Trading Securities
9 Investment Fund 21,197,706 A Shares
Industrial and Commercial Bank of China Limited - Huatai-PineBridge
10 CSI 300 Index ETF Securities Investment Fund 15,474,900 A Shares
Note (1): S
uch figure excludes the H shares indirectly held by CNPC through Fairy King Investments Limited, an overseas wholly-owned subsidiary
of CNPC, which H shares were held in the name of HKSCC Nominees Limited.
Statement on connected parties or concert parties among the above-mentioned shareholders: except for “Industrial and
Commercial Bank of China Limited - China Universal SCI Index Securities Investment Fund”, “Industrial and Commercial Bank
of China Limited - Shanghai 50 Index ETF Securities Investment Fund” and “Industrial and Commercial Bank of China Limited
- Huatai-PineBridge CSI 300 Index ETF Securities Investment Fund” which are under the custody of Industrial and Commercial
Bank of China Limited, the Company is not aware of any connection among or between the above 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.
011
Changes in Shareholdings and
Information on Shareholders
(3) Disclosure of Substantial Shareholders under the Securities and Futures Ordinance of Hong Kong
As at December 31, 2014, so far as the Directors are aware, persons other than a Director, Supervisor or senior management
of the Company who had interests or short positions in the shares or underlying shares of the Company which are discloseable
under Divisions 2 and 3 of Part XV of the Securities and Futures Ordinance are as follows:
Percentage of
such shares in Percentage
the same class of of total
Name of Nature of the issued share share capital
shareholders shareholding Number of shares Capacity capital (%) (%)
A Shares 158,033,693,528 (L) Beneficial Owner 97.60 86.35
CNPC Interest of Corporation
H Shares 291,518,000 (L)(1) Controlled by the 1.38 0.16
Substantial Shareholder
Aberdeen Asset
Management Plc
and its Associates
(together the H Shares 1,680,255,599 (L) Investment Manager 7.96 0.92
“Group”), on behalf of
Accounts Managed
by the Group
1,440,324,673 (L) Interest of Corporation 6.83 0.79
BlackRock, Inc. (2) H Shares Controlled by the
33,094,000 (S) Substantial Shareholder 0.16 0.02
Beneficial Owner/
Investment Manager/
1,548,274,872 (L) Custodian Corporation/ 7.33 0.85
Approved
JPMorgan Chase & Lending Agent
H Shares
Co. (3)
133,798,786 (S) Beneficial Owner 0.63 0.07
Custodian Corporation/
1,196,073,261 (LP) 5.66 0.65
Approved Lending Agent
Note (1): 291,518,000 H shares (long position) were held by Fairy King Investments Limited, an overseas wholly-owned subsidiary of CNPC.
CNPC is deemed to be interested in the H shares held by Fairy King Investments Limited.
Note (2): Blackrock, Inc., through various subsidiaries, had an interest in the H shares of the Company, of which 1,440,324,673 H shares (long
position) and 33,094,000 H shares (short position) were held in its capacity as interest of corporation controlled by the substantial
shareholder.
Note (3):JPMorgan Chase & Co., through various subsidiaries, had an interest in the H shares of the Company, of which 291,178,211 H shares
(long position) and 133,798,786 H shares (short position) were held in its capacity as beneficial owner, 60,990,000 H shares (long
position) were held in its capacity as investment manager and 1,196,073,261 H shares (long position) were held in its capacity as
custodian corporation/approved lending agent. These 1,548,274,872 H shares (long position) included the interests held in its capacity
as beneficial owner, investment manager and custodian corporation/approved lending agent.
012
2014 ANNUAL REPORT Changes in Shareholdings and
Information on Shareholders
As at December 31, 2014, so far as the Directors are aware, save as disclosed above, no person (other
than a Director, Supervisor or senior management of the Company) had an interest or short position in the
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.
There was no change in the controlling shareholder or the ultimate controller during the reporting period.
The controlling shareholder of the Company is CNPC which was established in July 1998. CNPC is a
petroleum and petrochemical conglomerate that was formed in the wake of the restructuring launched by
the State Council to restructure the predecessor of CNPC, China National Petroleum Company (中国石油
天然气总公司). CNPC is also a state-authorised investment corporation and state-owned enterprise and its
organisation code and registered capital are 10001043-3 and RMB379,863.46 million. Its legal representative
is Mr Zhou Jiping. CNPC is an integrated energy corporation with businesses covering oil and gas exploration
and development, refining and petrochemical, oil product marketing, oil and gas storage and transportation, oil
trading, engineering and technical services and petroleum equipment manufacturing.
In 2014, CNPC was committed to building itself into a globally integrated energy corporation with truly
international standards. In balancing the dynamics on both the international and domestic fronts, CNPC focused
on development by following the guidelines of “quality, profitability and sustainability”, its asset base expanded
constantly and operational income remained increasing, reflecting a robust financial condition as a whole; there
was a steady growth in major production indicators and efficiency indicators were also continuously improved,
the overall strength was further increased.
(2) Except for CNPC, no other legal person holds 10% or more of the shares in the Company (excluding
HKSCC Nominees Limited).
013
Changes in Shareholdings and
Information on Shareholders
(4) The equity interest structure and controlling relationship between the Company and the ultimate
controller
86.507%(Note)
Note: Such figure includes the 291,518,000 H shares held by CNPC through its overseas wholly-owned subsidiary, Fairy King
Investments Limited.
014
2014 ANNUAL REPORT Changes in Shareholdings and
Information on Shareholders
CHAIRMAN’S REPORT
Dear Shareholders,
I am pleased to submit to you the annual report of the Company for the year ended December 31, 2014
for your review.
In 2014, the demand in the oil and gas market grew slowly due to the slowdown in global economic
recovery and the intensified downward pressure on the domestic economy. Despite the complicated and severe
domestic and international economic environment, the Group adhered to the guidelines of quality, profitability
and sustainable development, made overall plans for resources and markets both in the PRC and abroad,
focused on developing its principal business of oil and gas operations, strived to push forward the adjustment
to business structure and the overall arrangement for and optimisation of production, actively implemented
measures for broadening sources of income and reducing expenditure as well as cutting costs and enhancing
efficiency, made great efforts to strengthen safety and environmental protection, and implemented a series
of reform measures focused on enhancement of output, sales and efficiency. As a result, the production and
operation of the Group was stable and under control and the operating results met the expectations.
015
Chairman’s Report
Business Prospects
In 2015, the global economy is expected to continue to recover at a low speed, subject to some
unstableness and uncertainties. The energy sector is currently under substantive adjustment. As China’s
economy is expected to keep growing in a moderate and stable way, the demand for oil and gas in China
is expected to continue to grow steadily. The State will devote great efforts to developing clean energies and
pushing forward reforms in energy pricing and the oil and gas systems, which will provide favourable conditions
for the business development of the Group. The Group will adhere to its guidelines of quality, profitability and
sustainable development, continue to implement its three major strategies, namely, resources, markets and
internationalisation, place an emphasis on the development of its oil and gas business, improve its capability of
market interaction along the whole industry chain including production, transportation, sales, storage and trade,
strengthen the innovation momentum and marketing efficiency and vigorously broaden its source of income,
reduce expenditure, cut costs and improve efficiency in an effort to maintain a steady and positive improvement
of its production and operation.
In respect of exploration and production, the Group will continue to prioritise its strategy of resources and
focus on the major basins, optimise venture exploration targets and strive to achieve findings of considerable
scale in exploration and new strategic succession. The Group will pursue the exploration of tight oil in a steady
way and continue to expand exploration results. The Group will organise its oil and gas production in a scientific
manner, emphasise the construction of key production capacity projects, strengthen the lifecycle management
of projects, continue to promote the industrialisation of mature technologies, further increase the production
capacity of coal bed methane projects, and endeavour to enhance production benefit.
In respect of refining and chemicals, the Group will adhere to the principle of moderate scale, appropriate
product lines, suitable timing of construction and proper standards. The Group will focus on optimising its
geographical layout and resource allocation, the process routing and products structure, and reinforcing
benchmarking management. The Group will organise refining production in a safe, stable and flexible manner
and strive to improve quality and efficiency. The Group will push forward the construction of key refining projects
in a well-paced and orderly way, complete the construction of oil product quality upgrade projects and put them
into operation as scheduled.
In respect of marketing, the Group will pay close attention to the emerging features of the market, promptly
respond to changes in the market, and formulate flexible marketing strategies. The Group will optimise the
allocation and flow of resources, emphasising the development of regions with regional advantages and high
profitability. The Group will improve the development quality of its marketing network, promote its brand image,
build golden terminals, enrich its operation models, and continuously enhance its profitability and market
competitiveness.
016
2014 ANNUAL REPORT Chairman’s Report
In respect of natural gas and pipeline, the Group will reinforce the connection between resources and
market, continuously optimise the structures of regions and users, continue to develop high-end and high
profitability markets, and keep improving the operating efficiency and overall results of the industry chain.
The Group will continue to push forward the construction of key pipelines, improve the regional gas pipeline
networks, strengthen the operation and management of existing gas storage reservoir and the construction of
new gas storage reservoir and continuously enhance its capabilities of pipeline transportation and emergency
peak shaving.
In respect of international operations, the Group will further expand international cooperation in the field of oil
and gas, speed up the construction of the five major overseas oil and gas cooperation zones and the four major
strategic oil and gas channels, and realise a well-coordinated development of resources import and integration
of up-stream and down-stream industries. The Group will emphasise the exploration and development of key
projects and high-profitability projects, and endeavour to increase production and improve efficiency. The Group
will leverage on the synergy between overseas oil and gas operating hubs and international trading, optimise
resource channels and trading pace, and enhance its capacity of allocation of resources and international
operation level.
Zhou Jiping
Chairman
Beijing, the PRC
March 26, 2015
017
Business Operating Review
018
2014 ANNUAL REPORT Business Operating Review
of natural gas was 178.6 billion cubic metres, representing an the development of the “Xinjiang Daqing” and the Sichuan-
increase of 5.6% as compared with last year. Chongqing Gas Area proceeded as scheduled.
(1) Exploration and Production In 2014, the Group made major breakthroughs in the
overseas oil and gas cooperation projects. The Group further
Domestic Exploration
diversified its gas source and signed a batch of new joint
venture or cooperation agreements with several Central Asian
The Group continued to implement its “Peak Growth in countries and pushed forward the development of Central
Oil and Gas Reserves” Program in 2014. Emphasis was put on Asian oil and gas cooperation in a steady manner. In relation
key basins and target zones. The Group pushed forward its oil to overseas oil and gas exploration, the Group adhered to
exploration in a steady manner and made important discoveries the principles of overall research, scientific argumentation
during the course of oil exploration in the Junggar Basin, the and reasonable organisation and made further achievements
Qaidam Basin, the Songliao Basin and the Bohai Bay Basin. in key exploration areas. The Group continued implementing
The Group achieved outstanding results in gas exploration three major projects, namely, water injection, horizontal
and made a number of important exploration achievements in well and enhancement of recovery rate, and optimised the
the Sichuan Basin, the Erdos Basin and the Tarim Basin. The arrangement for key production capacity construction, so
Group made significant breakthroughs in exploration of non- as to ensure a stable output in the major oil and gas fields
conventional resources such as tight oil in the Erdos Basin, in Central Asia and other areas and to push forward the
the Songliao Basin and the Turpan-Hami Basin, indicating commencement and improvement of output in the new oil
encouraging development of the exploration business. and gas fields in Iraq and other areas. In 2014, oil and gas
equivalent output from overseas operations reached 147.2
Domestic Production and Development million barrels, representing 10.1% of the total oil and natural
gas equivalent output of the Group.
019
Business Operating Review
Note:Figures have been converted at the rate of 1 ton of crude oil = 7.389 barrels and 1 cubic metre of natural gas = 35.315 cubic feet.
(2) Refining and Chemicals and high added value. In 2014, the Group processed
1,010.6 million barrels of crude oil and produced 92.671
In 2014, the Group adhered to principles of market
million tons of refined products, with a number of technical
orientation and profitability, enhanced the allocation of
and economic indicators remaining favourable. For the sale
resources and arrangements for production and operation,
of chemical products, the Group strengthened the overall
and optimised processing routing and product structure in
synergy, arrangement and optimisation, accelerated the
accordance with market trends. The Group increased the
development and marketing of new products and achieved
production of products with merchantability, high-profitability
stable growth in sales volume of high-profitability products
020
2014 ANNUAL REPORT Business Operating Review
and in high-profitability regions. In 2014, the Group pushed The diesel quality upgrading and reformation projects were
forward its key refining and chemicals projects in an orderly completed as scheduled and all automobile diesel reached
manner. Sichuan Petrochemical fully commenced production the China IV standard.
and Yunnan Petrochemical accelerated its construction.
Note: Figures have been converted at the rate of 1 ton of crude oil = 7.389 barrels.
021
Business Operating Review
In 2014, the Group organised oil allocation and transportation in a scientific manner, enhanced the operating load of pipelines,
and achieved transmission increase and cost reduction. With respect to sales of natural gas, the Group proactively responded to
the change of demand and supply in the market, coordinated various resources including domestically produced gas, imported
gas and liquefied natural gas, optimised the distribution of market resources, improved the management of the demand side,
strengthened potential-tapping in the key high-profitability markets, pushed forward the development of high-end users, and
continuously improved the quality and profitability of sales. The construction of key oil and gas pipelines progressed in a steady
manner. The West section of the Third West-East Gas Pipeline, the Hohhot-Baotou-Erdos Refined Oil Pipeline, the Fourth Daqing-
Tieling Crude Oil Pipeline and other projects were successfully put into operation. The key domestic oil and gas pipelines were
continuously improved.
As at the end of 2014, the Group’s domestic oil and gas pipelines measured a total length of 76,795 km, consisting of 48,602
km of natural gas pipelines, 18,107 km of crude oil pipelines and 10,086 km of refined product pipelines.
022
2014 ANNUAL REPORT Business Operating Review
The following discussion and analysis should be read in conjunction with the audited financial statements
of the Group and the notes set out thereto in the annual report and other sections thereof.
1. The financial data set out below is extracted from the audited financial
statements of the Group prepared under IFRS.
In 2014, the Group achieved a turnover of RMB2,282,962 million, representing an increase of 1.1% on
a year-on-year basis. Profit attributable to owners of the Company was RMB107,172 million, representing a
decrease of 17.3% on a year-on-year basis. Basic earnings per share were RMB0.59, representing a decrease
of RMB0.12 on a year-on-year basis.
023
Management’s Discussion and Analysis of
Financial Position and Results of Operations
Turnover Turnover increased by 1.1% from in the sales volume of crude oil, natural gas, gasoline and
RMB2,258,124 million for 2013 to RMB2,282,962 million other major products. The table below sets out external sales
for 2014. This was primarily due to the combined effects of volume and average realised prices for major products sold
the decreasing selling prices of crude oil and refined oil, the by the Group and their respective percentage of change in
rising selling prices of natural gas coupled with the increase 2014 and 2013, respectively:
* The sales volume of crude oil listed in the table above represents all external sales volume of crude oil of the Group.
Operating Expenses Operating expenses increased by Exploration Expenses Exploration expenses amounted
2.1% from RMB2,069,482 million for 2013 to RMB2,113,129 to RMB22,064 million for 2014, representing a decrease of
million for 2014, of which: 12.8% from RMB25,301 million for 2013. This was primarily
due to the reduction of overseas exploration workload due
Purchases, Services and Other Purchases, services to the fact that some overseas projects of the Group have
and other increased by 1.5% from RMB1,464,805 million for entered into production phase.
Employee Compensation Costs Employee compensation RMB163,365 million for 2013 to RMB177,463 million for
costs (including salaries, such additional costs as different 2014. This was primarily due to increased average carrying
types of insurances, housing funds and training fees value of fixed assets and the increased average net value of
for the 534,652 employees of the Group and 319,346 oil and gas properties of the Group leading to increase in the
market-oriented temporary and seasonal contractors) were amounts of depreciation and depletion.
024
2014 ANNUAL REPORT Management’s Discussion and Analysis of
Financial Position and Results of Operations
income, reducing expenditure, cutting costs and enhancing of the policy for crude oil special gain levy deduction before
efficiency to strengthen control over costs and expenses. income tax and the decrease of profit for the current period.
Taxes other than Income Taxes Taxes other than Profit for the Year Profit for the year decreased by
income taxes decreased by 4.1% from RMB248,086 million 16.3% from RMB142,274 million for 2013 to RMB119,028
for 2013 to RMB237,997 million for 2014. This was primarily million for 2014.
due to the drop in the price of crude oil in 2014, leading to
a decrease in the crude oil special gain levy payable by the Profit Attributable to Non-controlling Interests Net profit
Group from RMB72,726 million for 2013 to RMB64,376 attributable to non-controlling interests decreased by 6.5%,
million for 2014. from RMB12,675 million for 2013 to RMB11,856 million for
2014, which was primarily due to the decrease in the profits
Other Income, net Other income, net, for 2014 was of certain overseas subsidiaries of the Group.
RMB4,855 million, representing a decrease of 82.4% from
RMB27,518 million for 2013. This was primarily because the Profit Attributable to Owners of the Company Affected
Group recognised the gain on investment of certain pipeline by the impact of the decrease in the selling price of crude oil
net assets and operations during the same period of last year. and refined oil and the income generated from the contribution
of certain pipeline net assets and business of the Group over
Profit from Operations The profit from operations for the same period of last year, net profit attributable to owners
2014 was RMB169,833 million, representing a decrease of of the Company decreased by 17.3% from RMB129,599
9.97% from RMB188,642 million for 2013. million for 2013 to RMB107,172 million for 2014.
Net Exchange Loss/Gain Net exchange loss for 2014 (2) Segment Results
was RMB2,313 million, while the net exchange gain for 2013
◆◆ Exploration and Production
was RMB52 million. This was primarily due to the fact that the
depreciation of Kazakhstani Tenge (KZT) caused increase of Turnover The realised turnover of the Exploration and
exchange loss during the reporting period. Production segment for 2014 was RMB777,574 million,
representing a decrease of 0.8% from RMB783,694 million
Net Interest Expenses Net interest expenses increased for 2013, which was primarily due to the combined effect of
by 4.1% from RMB20,859 million for 2013 to RMB21,723 the drop in the crude oil price and the increase in the natural
million for 2014. This was primarily due to increase in the gas price as well as the increase in the sales volume. The
balance of interest-bearing debts to finance production, average realised crude oil price of the Group in 2014 was
operation and capital expenditures. US$94.83 per barrel, representing a decrease of 5.6% from
US$100.42 per barrel in 2013.
025
Management’s Discussion and Analysis of
Financial Position and Results of Operations
The oil and gas lifting cost of the Group for 2014 was In 2014, cash processing cost of refineries of the Group
US$13.76 per barrel, representing an increase of 4.0% was RMB177.85 per ton, representing an increase of 10.8%
from US$13.23 per barrel for 2013. Excluding the effect from RMB160.55 per ton over the same period last year. This
of exchange rate movements, the oil and gas lifting cost was primarily due to the increase in fuel and power costs.
increased by 3.2% as compared with last year. The growth
of lifting cost has been effectively controlled as a result of Profit from Operations In 2014, the Refining and
the active implementation by the Group of the measures for Chemicals segment adhered to the principle of market
broadening sources of income and reducing expenditure, as orientation, adjusted its operation strategy, and took various
well as cutting costs and enhancing efficiency. measures to enhance controls over key cost indicators.
The Refining and Chemicals segment incurred a loss of
Profit from Operations In 2014, the Exploration RMB23,560 million, representing a decrease in loss of
and Production segment continued to maintain a stable RMB832 million as compared with RMB24,392 million
profitability by proactively coping with the unfavourable recorded in 2013. Of this, the refining operations recorded
conditions caused by the drop in oil price, through carrying an operating loss of RMB7,155 million due to the impact of a
out oil and gas production efficiently and enhancing its reduction in gross profit from the decrease in the selling price
control over costs and expenses continuously. The realised of refined oil and the price of the inventory, representing an
profit from operations of the Exploration and Production increase in loss of RMB2,447 million as compared with last
segment was RMB186,897 million, representing a decrease year. The chemical operations recorded an operating loss of
of 1.5% from RMB189,698 million for 2013. Nevertheless, RMB16,405 million from the decrease in the demand of the
the Exploration and Production segment remained the most chemical market. The Group kept optimising the structure
important profit contributing segment of the Group. of products and controlled its costs, resulting a decrease in
loss of RMB3,279 million compared to the operation loss of
◆◆ Refining and Chemicals RMB19,684 million for the same period last year.
Operating Expenses Operating expenses of the Operating Expenses Operating expenses of the
Refining and Chemicals segment decreased by 3.0% Marketing segment decreased by 0.3% from RMB1,939,244
from RMB896,207 million for 2013 to RMB869,642 million million for 2013 to RMB1,933,080 million for 2014, primarily
for 2014, primarily due to the decrease in the expenses due to a decrease in the expenses arising from the purchase
associated with the purchase of crude oil and feedstock oil of refined oil from external suppliers.
from external suppliers.
026
2014 ANNUAL REPORT Management’s Discussion and Analysis of
Financial Position and Results of Operations
Profit from Operations In 2014, the Marketing sector Operating Expenses Operating expenses of the Natural
aimed for maximisation of the whole value of the Company, Gas and Pipeline segment amounted to RMB271,136 million
enhanced connection between production and sales, for 2014, representing an increase of 18.6% as compared
strengthened inventory management and focused on to the same period last year, excluding the effect of the
increasing sales of high grade gasoline and jet fuel. However, contribution of certain pipeline net assets and business in
due to factors including a reduced speed of growth of the 2013, primarily due to the increase in the expense of the
domestic economy and mild demand from the market, purchase of natural gas.
the Marketing segment recorded a profit from operations
of RMB5,421 million for 2014, representing a decrease of Profit from Operations In 2014, the Natural Gas and
28.3% from RMB7,562 million for 2013. Pipeline segment enhanced management of the demand side,
strengthened market development and resource allocation
◆◆ Natural Gas and Pipeline ability, realised an increase in both volume and efficiency of
sales of natural gas, and achieved a profit from operations
Turnover Turnover of the Natural Gas and Pipeline
of RMB13,126 million for 2014, representing a decrease of
segment amounted to RMB284,262 million for 2014,
54.6% from RMB28,888 million in 2013. Excluding the effect
representing an increase of 22.1% from RMB232,751 million
brought about by the income generated from the contribution
for 2013. The increase was primarily due to the increases in
of certain pipeline net assets and business in 2013, the profit
both the sales volume and the selling price of natural gas.
from operations increased by RMB9,060 million as compared
with last year. In 2014, the Natural Gas and Pipeline segment
027
Management’s Discussion and Analysis of
Financial Position and Results of Operations
recorded a net loss of RMB35,020 million from sales of 35.2% of the Group’s total turnover. Profit before income
imported gas, representing a decrease of loss of RMB6,852 tax expense amounted to RMB19,242 million, representing
million as compared with last year and consisting of a loss 12.3% of the Group’s profit before income tax expense. The
of RMB17,683 million for the sales of 29.270 billion cubic international operations achieved notable results and further
metres of natural gas imported from Central Asia, a loss of increased their contribution to the Group.
RMB20,450 million for the sales of 7.258 billion cubic metres
of imported LNG, and a loss of RMB3,465 million for the Note: The four operating segments of the Group are Exploration
sales of 3.226 billion cubic metres of natural gas imported and Production, Refining and Chemicals, Marketing as well
from Myanmar. as Natural Gas and Pipeline. International operations do not
constitute a separate operating segment of the Group. The
financial data of international operations are included in the
In 2014, the Group’s international operations(note) financial data of respective operating segments mentioned
realised a turnover of RMB803,779 million, representing above.
The following table sets out the key items in the consolidated balance sheet of the Group:
Total assets amounted to RMB2,405,473 million, Non-current assets amounted to RMB2,014,165 million,
representing an increase of 2.7% from that as at the end of representing an increase of 5.4% from that as at the end of
2013, of which: 2013, primarily due to the increase in capital expenditures,
resulting in increase in properties, plants and equipment
Current assets amounted to RMB391,308 million, (including fixed assets, oil and gas properties, etc.).
028
028
2014 ANNUAL REPORT Management’s Discussion and Analysis of
Financial Position and Results of Operations
Current liabilities amounted to RMB579,829 million, from that as at the end of 2013, primarily due to the increase
representing a decrease of 10.2% from that as at the end of in undistributed profits.
2013, primarily due to the decrease in short-term borrowings.
The table below sets forth the net cash flows of the Group for 2014 and 2013 respectively and the amount of cash and cash
equivalents as at the end of each year:
◆◆ Net Cash Flows From Operating Activities ◆◆ Net Cash Flows Used for Investing Activities
The net cash flows of the Group from operating activities Net cash flows of the Group used for investing activities
for 2014 amounted to RMB356,477 million, representing an in 2014 amounted to RMB290,838 million, representing an
increase of 23.5% from RMB288,529 million in 2013. This increase of 9.1% from RMB266,510 million in 2013. The
was mainly due to the Group’s increased efforts to promote increase was primarily due to the impact of the increase of
tight balance management of funds, enhance inventory capital from the Group’s investment in a joint venture with
management and increase operating funds. As at December certain pipeline net assets and business last year.
31, 2014, the Group had cash and cash equivalents of
RMB73,778 million. The cash and cash equivalents were ◆◆ Net Cash Flows Used for Financing Activities
mainly denominated in Renminbi (approximately 73.9%
were denominated in Renminbi, approximately 20.0% Net cash used by the Group for financing activities in
were denominated in US Dollars, approximately 4.8% were 2014 was RMB44,312 million, representing an increase of
denominated in HK Dollars and approximately 1.3% were RMB32,073 million from RMB12,239 million in 2013. This
denominated in other currencies). was primarily due to the efforts of the Group in strengthening
the management of its interest-bearing borrowings, overall
arrangement and optimisation of its debt structure and the
increase in the repayment of borrowings as compared with
last year.
029
Management’s Discussion and Analysis of
Financial Position and Results of Operations
The net liabilities of the Group as at December 31, 2014 and December 31, 2013, respectively, were as
follows:
The following table sets out the remaining contractual maturity of borrowings as at the respective dates
according to the earliest contractual maturity dates. The amounts set out below are contractual undiscounted
cash flows, including principal and interest:
Of the total borrowings of the Group as at December 31, 2014, approximately 63.2% were fixed-
rate loans and approximately 36.8% were floating-rate loans. Of the borrowings as at December 31, 2014,
approximately 74.6% were denominated in Renminbi, approximately 24.8% were denominated in US Dollars,
and approximately 0.6% were denominated in other currencies.
As at December 31, 2014, the gearing ratio of the Group (gearing ratio = interest-bearing debts/(interest-
bearing debts + total equity)) was 29.0% (28.1% as at December 31, 2013).
In 2014, with respect to capital expenditures, the Group focused on the principles of quality and
profitability, continued to optimise the capital expenditure structure, put more emphasis on the up-stream
030
2014 ANNUAL REPORT Management’s Discussion and Analysis of
Financial Position and Results of Operations
business and continued to enhance the sustainable development ability. In 2014, the capital expenditures of the
Group amounted to RMB291,729 million, representing a decrease of 8.5% from RMB318,696 million in 2013.
The table below sets out the capital expenditures of the Group for 2014 and 2013 and the estimated capital
expenditures for 2015 for each of the business segments.
* If investments related to geological and geophysical exploration costs are included, the capital expenditures and investments
for the Exploration and Production segment for each of 2014 and 2013, and the estimates for the same for 2015 would be
RMB231,480 million, RMB239,641 million and RMB210,200 million, respectively.
Capital expenditures for the Exploration and Production segment for 2014 amounted to RMB221,479
million, which were primarily used for domestic oil and gas exploration projects in oil and gas fields located
in Changqing, Daqing, the Southwest, Tarim, Liaohe among other places, the construction of oil and gas
production capacity projects in the oil and gas fields, and large-scale oil and gas development projects located
in the five major overseas cooperative regions.
It is anticipated that capital expenditures for the Exploration and Production segment for 2015 will amount
to RMB200,200 million. The Group will continue to implement the “Peak Growth in Oil and Gas Reserves”
Program for domestic exploration and put more efforts in the work relating to key oil and gas regions such as
Songliao Basin, Erdos Basin, Tarim Basin, Sichuan Basin and Bohai Bay Basin. For domestic development
activities, the Group will focus on ensuring a stable output of crude oil and relatively fast growth in the output of
natural gas by stabilising and increasing the output from oil and gas fields such as those in Daqing, Changqing,
Liaohe, Xinjiang, Tarim and the Southwest, along with the development of unconventional resources such as
coal bed methane and shale gas. Overseas operations will continue to focus on the oil and gas exploration and
development of existing projects in joint cooperation areas in the Middle East, Central Asia, America and the
Asia Pacific region with the aim to ensure high growth in both the reserve of and the output from these areas.
031
Management’s Discussion and Analysis of
Financial Position and Results of Operations
◆◆ Refining and Chemicals used for the construction of sales network facilities such as
service stations and oil depots.
Capital expenditures for the Group’s Refining and
Chemicals segment for 2014 amounted to RMB30,965
It is anticipated that capital expenditures for the
million, which were primarily used in the construction of
Marketing segment for 2015 will amount to RMB9,000
large-scale refining and chemical projects, such as Yunnan
million, which are expected to be used primarily for the
Petrochemical, and the China IV standard quality upgrade
construction and expansion of sales networks for domestic
projects for petroleum and diesel products.
high-profitability markets and the construction of overseas oil
and gas operating hubs.
It is anticipated that capital expenditures for the Refining
and Chemicals segment for 2015 will amount to RMB25,900
◆◆ Natural Gas and Pipeline
million, which are expected to be used primarily for the
construction of large-scale refining and chemical projects, Capital expenditures for the Group’s Natural Gas and
such as Yunnan Petrochemical, and the China V standard Pipeline segment for 2014 amounted to RMB32,919 million,
quality upgrade projects for petroleum and diesel products. which were mainly used for construction projects including
the Third West-East Gas Pipeline, the Zhongwei-Guiyang
◆◆ Marketing Gas Pipeline, the Third Daqing-Tieling Crude Oil Pipeline and
the Fourth Daqing-Tieling Crude Oil Pipeline as well as the
Capital expenditures for the Group’s Marketing segment
Tangshan LNG.
for 2014 amounted to RMB5,616 million, which were mainly
032
2014 ANNUAL REPORT Management’s Discussion and Analysis of
Financial Position and Results of Operations
It is anticipated that capital expenditures for the Natural Gas and Pipeline segment for 2015 will amount to
RMB30,200 million, which are expected to be used primarily for the construction of key oil and gas transmission
projects such as the Third West-East Gas Pipeline, the Fourth Shaanxi-Beijing Gas Pipeline, the Tieling-Dalian
Crude Oil Pipeline and the Jinzhou-Zhengzhou Refined Oil Pipeline, as well as the construction of gas storage
reservoir and city gas facilities.
Capital expenditures for the Head Office and Other segment for 2014 were RMB750 million, which were
primarily used for research activities and development of the IT system.
It is anticipated that capital expenditures for the Head Office and Other segment of the Group for 2015 will
amount to RMB700 million, which are expected to be used primarily for research activities and development of
the IT system.
2. The financial data set out below is extracted from the audited financial
statements of the Group prepared under CAS
For reasons for changes, please read the sub-section “Assets, Liabilities and Equity” under the section
“The Management’s Discussion and Analysis of Financial Position and Results of Operations” in this annual
report.
033
Management’s Discussion and Analysis of
Financial Position and Results of Operations
034
2014 ANNUAL REPORT Management’s Discussion and Analysis of
Financial Position and Results of Operations
* Non-current assets include other non-current assets other than financial instruments and deferred tax assets.
Amount Amount of
Registered Amount of of total total net Net
capital Shareholding total assets liabilities assets profit
RMB RMB RMB RMB RMB
Name of company million % million million million million
Daqing Oilfield Company Limited(1) 47,500 100.00 286,313 69,666 216,647 50,554
CNPC Exploration and Development
Company Limited 16,100 50.00 150,314 38,406 111,908 12,483
HK$7,592
PetroChina Hong Kong Limited million 100.00 93,121 32,111 61,010 6,842
PetroChina International Investment
Company Limited 31,314 100.00 112,610 96,557 16,053 (3,341)
PetroChina International Co., Ltd. 14,000 100.00 141,399 104,253 37,146 3,703
PetroChina Northwest United Pipelines
Company Limited 62,500 52.00 68,803 5,808 62,995 408
PetroChina Eastern Pipelines Co., Ltd. 10,000 100.00 87,963 38,807 49,156 4,896
Dalian West Pacific Petrochemical Co.,
Ltd. US$258 million 28.44 9,036 14,841 (5,805) (1,465)
China Marine Bunker (PetroChina) Co.,
Ltd. 1,000 50.00 8,026 5,513 2,513 101
China Petroleum Finance Co., Ltd. 5,441 49.00 640,467 601,742 38,725 5,432
Arrow Energy Holdings Pty Ltd. AUD2 50.00 43,072 20,210 22,862 (4,439)
PetroChina United Pipeline Co., Ltd. 40,000 50.00 87,761 2,034 85,727 8,919
CNPC Captive Insurance Co., Ltd. 5,000 49.00 8,699 3,527 5,172 173
Notes: (1) O
perating income and operating profit of Daqing Oilfield Company Limited for 2014 was RMB183,203 million and RMB67,560 million
respectively.
035
Significant Events
SIGNIFICANT EVENTS
Regarding the disclosed class action proceedings former senior management of the Company. The relevant
brought by individual overseas shareholders before the United charges set out in the indictment were roughly the same as
States Federal District Court for the Southern District of New those in the previous indictment in connection with violation
York against the Company and certain individuals based of the U.S. Securities Act.
on the fact that certain former directors and former senior
management were subject to investigation conducted by the On August 5, 2014, in view of the revised indictment,
relevant PRC authorities, the notice in respect of such action the Company filed a motion to dismiss.
was served to the Company. Details are further described
in the Company’s announcements in connection with the
In November 2014, upon approval by the court, the
disclosure of the proceedings (No. Lin 2013-025 and Lin
U.S. plaintiff further submitted a Revised Joinder Indictment.
2013-031 respectively) posted on the website of Shanghai
In view of the indictment, the Company filed another motion
Stock Exchange and on China Securities Journal, Shanghai
to dismiss with the court in February 2015.
Securities News and Securities Times dated September 6,
2013 and November 26, 2013, and on the website of the
Hong Kong Stock Exchange. On April 4, 2014, the United During the current reporting period, the normal course
States Federal District Court for the Southern District of New of business of the Company has not been affected. The
York entered an order consolidating the related actions and Company will use its best endeavour to proactively defend
appointing the lead plaintiff and the chief counsel. against such action so as to protect its lawful interests.
On June 6, 2014, the lead plaintiff submitted the revised Except for those set forth above, the Company was
indictment and changed defendants to Jiang Jiemin, Ran not involved in any material litigation or arbitration or events
Xinquan and Li Hualin, who are the former directors and commonly disputable by the media during the reporting
period.
036
2014 ANNUAL REPORT Significant Events
As at the end of the reporting period, interests in other listed securities held by the Group were as follows:
Note (1): The Group held the shares in Kunlun Energy Limited through Sun World Limited, an overseas wholly-owned subsidiary of the Company.
The shares of Kunlun Energy Limited are listed on the Hong Kong Stock Exchange.
3. Acquisitions, Disposals and Mergers during (2) On November 13, 2013, the Group, through its
the reporting period subsidiaries CNPC E&D Holding Cooperatief U.A. and
CNODC International Holding Ltd. (the “Purchasers”), entered
into an acquisition agreement with Petrobras International
(1) In March 2014, the Group, through its subsidiary
Braspetro B.V. and Petrobras De Valores Internacional De
PetroChina International Iraq FZE, paid a consideration
Espana S.L. (the “Sellers”), for the Purchasers to acquire
of US$442 million to ExxonMobil Iraq Limited to raise its
100% of the shares in Petrobras Energia Peru S.A. owned by
working interest in the West Qurna-1 project in Iraq from 25%
the Sellers. The Group paid US$2.643 billion in consideration
to 32.7%. The Group acquired a 25% working interest in this
on November 6, 2014.
project on December 2, 2013.
037
Significant Events
(4) The Company had no material external entrustment assets which remain in possession by CNPC as at the date
loans during the current reporting period. of the Letter of Undertaking; (2) for business opportunities
relating to investment in offshore oil and gas assets after
the date of the Letter of Undertaking, the relevant prior
(5) The Company had no overdue principals or interests
approval procedure of the Company shall be initiated strictly
of material bank loans during the current reporting period.
in accordance with the Agreement. Subject to the applicable
laws, contractual agreements and procedure requirements,
(6) Save as disclosed in this annual report, during the CNPC will sell to the Company offshore oil and gas assets
reporting period, the Company did not enter into any material as described in items (1) and (2) above at the request of the
contract which requires disclosure. Company.
038
2014 ANNUAL REPORT Significant Events
Save for the above additional undertakings, undertakings penalty by the China Securities Regulatory Commission, or
made by CNPC in the Agreement remain unchanged. any denial of participation in the securities market or was
deemed unsuitable to act as directors, or was punished by
7. Engagement and disengagement of firm other administrative authorities or was subject to any public
During the reporting period, the Company has not On March 16, 2015, the Company was informed
changed its accounting firm. by CNPC, the controlling shareholder of the Company,
that Mr. Liao Yongyuan, non-executive Director and Vice
Chairman of the Company, is currently under investigation
During the reporting period, the Company continued
by the competent authorities for suspected severe violation
to retain KPMG Huazhen (Special General Partnership)
of relevant discipline and laws. The Company published an
to serve as the domestic auditors, and KPMG Certified
announcement regarding this matter on March 16, 2015.
Public Accountants as the overseas auditors, for 2014.
Mr. Liao Yongyuan has tendered his resignation to the Board
Remuneration in respect of the 2014 audit work amounted
on March 17, 2015 and resigned from all his positions in
to RMB53 million, mainly for the provision of auditing services
the Company, including non-executive Director and Vice
for the Company’s domestic and international needs, in which
Chairman, with immediate effect.
the financial report auditing fee amounted to RMB44 million
and the financial report internal control auditing fee amounted
to RMB9 million. Please refer to Note 7 of the Financial 9. Events after the Balance Sheet Date
Statements prepared in accordance with IFRS in this annual
report for details of the remuneration of the auditors. (1) Pursuant to the Notice on the Increase of the
Threshhold of the Crude Oil Special Gain Levy (《关於提高
As at the end of the reporting period, KPMG Huazhen 特别收益金起徵点的通知》)(Cai Shui [2014] No. 115) of the
(Special General Partnership) and KPMG Certified Public Ministry of Finance, the threshold of the crude oil special gain
Accountants have provided audit service to the Company for levy will increase to US$65 per barrel, which has 5 levels and
two consecutive years. is still calculated and charged according to the progressive
and valorem rate on the excess amounts from January 1,
2015.
8. Penalties on the Company and its
Directors, Supervisors, senior management,
controlling shareholder and de facto (2) In accordance with the Notice on Continuing to Raise
controller and remedies thereto the Refined Oil Consumption Tax (《关於继续提高成品油消
费税的通知》) (Cai Shui [2015] No. 11) jointly issued by the
Ministry of Finance and the State Administration of Taxation,
During the reporting period, none of the Company
the unit amount of the consumption tax on gasoline, naphtha,
or its current Directors, Supervisors, senior management,
solvent oil and lubricating oil and that on diesel, jet fuel and
controlling shareholder or de facto controller of the Company
fuel oil will be raised from RMB 1.4/L to RMB 1.52/L and from
was subject to any investigation by the competent authorities
RMB 1.1/L to RMB 1.2/L respectively, commencing from
or enforcement by judicial or disciplinary departments,
January 13, 2015. Collection of tax on jet fuel will continue
or was handed over to judicial departments or subject to
to be suspended.
criminal liability, or subject to investigation or administrative
039
Significant Events
(3) In accordance with the Notice on Adjusting the This event did not affect the continuity of business or
Price of Natural Gas Consumed by Non-residential Users the stability of management of the Group. It is conducive to
(《关於理顺非居民用天然气价格的通知》) (Fa Gai Jia Ge the sustainable and healthy development of the natural gas
[2015] No. 351) issued by the National Development and business of the Group and will continuously benefit the future
Reform Commission (the “NDRC”), the price of domestic financial conditions and operating results of the Group.
natural gas for the consumption amount in 2012 and for that
exceeds 2012 level will be officially adjusted to the same (2) The Promulgation of the Policies concerning Raising
level, commencing from April 1, 2015. In consideration of the Refined Oil Consumption Tax
the price movement of alternative energy like fuel oil and
liquefied petroleum gas in the second half of 2014 and the On November 28, 2014, the Ministry of Finance and the
current pricing mechanism of natural gas, the citygate price State Administration of Taxation jointly issued the Notice on
ceiling for the consumption amount exceeds 2012 level will Raising the Refined Oil Consumption Tax (《提高成品油消费
decrease by RMB 440/Kilostere and the citygate price ceiling 税的通知》) (Cai Shui [2014] No. 94). The notice prescribes
for the consumption amount in 2012 will increase by RMB that the unit amount of the consumption tax on gasoline,
40/Kilostere. naphtha, solvent oil and lubricating oil and that on diesel,
jet fuel and fuel oil will be raised by RMB 0.12/L and RMB
0.14/L respectively, based on the current unit tax amount
10. Other Significant Events
commencing from November 29, 2014. Collection of tax on
jet fuel will continue to be suspended.
(1) The Promulgation of the Proposals Concerning the
Adjustment of the Price of Natural Gas
On December 12, 2014, the Ministry of Finance and the
On August 10, 2014, the NDRC promulgated the State Administration of Taxation jointly issued the Notice on
Notice of the National Development and Reform Commission Further Raising the Refined Oil Consumption Tax (《关於进一
Concerning the Adjustment of the Price of Stock Natural Gas 步提高成品油消费税的通知》)(Cai Shui [2014] No. 106). The
Consumed by Non-residential Users (《国家发展改革委关 notice prescribes that the unit amount of the consumption tax
於调整非居民用存量天然气价格的通知》)(Fa Gai Jia Ge on gasoline, naphtha, solvent oil and lubricating oil and that
[2014] No. 1835). The notice prescribes that from September on diesel, jet fuel and fuel oil will be raised from RMB 1.12/L to
1, 2014, the citygate price for the consumption amount of RMB 1.4/L and from RMB 0.94/L to RMB 1.1/L respectively,
natural gas in 2012 consumed by non-residential users will commencing from December 13, 2014. Collection of tax on
be appropriately increased, and that the issuance of the price jet fuel will continue to be suspended.
adjustment mechanism for natural gas consumed by fertilizer
makers would be put on hold. No adjustment will be made These events did not affect the continuity of business
to the citygate price for natural gas consumed by residential or the stability of management of the Group and will not
users. Further actions will be taken to implement the policy in significantly affect the sustainable and healthy development
connection with the liberalisation of the sales price of imported of the refining and chemicals and the marketing business
liquefied natural gas (LNG) and the ex-factory prices for shale of the Group, the future financial conditions and operating
gas, coal-seam gas and coal gas. results of the Group.
040
2014 ANNUAL REPORT Significant Events
Note: Please refer to the announcements on the result of issue of corporate bonds published by the Company on the website of the Shanghai
Stock Exchange for details of such issues of relevant bonds.
041
Connected Transactions
CONNECTED TRANSACTIONS
042
2014 ANNUAL REPORT Connected Transactions
on August 26, 2011, June 28, 2013 and August 29, 2014, (A) Products and Services to be provided by the Group
respectively, the Company’s circular in respect of continuing to CNPC
connected transactions published on the website of the
Hong Kong Stock Exchange on September 5, 2011 and Under the Comprehensive Agreement, products and
October 9, 2014, and the Company’s announcement in services to be provided by the Group to CNPC include: crude
respect of passing resolutions at the extraordinary general oil, natural gas, refined oil products, chemical products, supply
meeting published on the website of the Hong Kong Stock of water, electricity, heating, quantifying and measuring,
Exchange on October 20, 2011 and October 29, 2014 and quality inspection, entrusted operation and management and
on the website of the Shanghai Stock Exchange on October other related or similar products and services. In addition, the
21, 2011 and October 30, 2014, respectively. Group shall provide to the jointly-held companies financial
services including but not limited to entrusted loans and
In 2014, the Group and CNPC carried out the existing guarantee.
continuing connected transactions referred to in the following
agreements: (B) Products and Services to be provided by CNPC to
the Group
1. Comprehensive Products and Services Agreement
043
Connected Transactions
• Supply of materials services, which are principally (ii) the agreed contractual price.
services for the purchase of materials provided prior to and
after official commissioning, including but not limited to In particular, the Comprehensive Agreement stipulates,
purchase of materials, quality inspection, storage of materials among other things, that:
and delivery of materials;
• Financial services, including loans and other financial (ii) the guarantees shall be provided at prices not higher
assistance, deposit services, entrustment loans, settlement than the fees charged by the state policy banks in relation to
services and other financial services. the provision of guarantees. References must also be made
to the relevant government-prescribed price and market
The Comprehensive Agreement details specific pricing price.
principles for the products and services to be provided
pursuant to the Comprehensive Agreement. If, for any (2) On August 28, 2014, based on the original
reason, the specific pricing principle for a particular product Comprehensive Agreement, the Company and CNPC
or service ceases to be applicable, whether due to a change entered into a new Comprehensive Products and Services
in circumstances or otherwise, such product or service Agreement (the “Comprehensive Products and Services
must then be provided in accordance with the following Agreement”), for a period of three years which will take
general pricing principles as defined in the Comprehensive effect since January 1, 2015. The new Comprehensive
Agreement: Products and Services Agreement includes all terms of the
Comprehensive Agreement signed in 2011.
(a) government-prescribed prices; or
044
2014 ANNUAL REPORT Connected Transactions
Each product and service implementation agreement Having regard to the operational need of the Company
will set out the specific products and services requested and changes in the property markets in the recent years, the
by the relevant party and any detailed technical and other Company entered into a supplemental agreement to the Land
specifications which may be relevant to those products or Use Rights Leasing Contract with CNPC on August 25, 2011,
services. The product and service implementation agreements pursuant to which the area of the leased land parcels was
may only contain provisions which are in all material respects reconfirmed to be 1,783 million square metres and the annual
consistent with the binding principles and guidelines and rental fee was adjusted to not more than RMB3,892 million
terms and conditions in accordance with which such products (exclusive of taxes and government charges). The supplemental
and services are required to be provided as contained in the agreement took effect from January 1, 2012 after the approval
Comprehensive Agreement. of the Board of Directors. The details of the supplemental
agreement were set out in the Company’s announcements
As the product and service implementation agreements in respect of continuing connected transactions published
are merely further elaborations on the provision of products on the websites of the Hong Kong Stock Exchange and
and services as contemplated by the Comprehensive Shanghai Stock Exchange on August 25, 2011 and August
Agreement, they do not as such constitute new categories of 26, 2011, respectively, and the Company’s circular in respect
inflation or deflation (as applicable) and such other factors amended Buildings Leasing Contract with CNPC, pursuant
considered as relevant by both parties in negotiating and to which the Company agreed to lease from CNPC buildings
agreeing to any such adjustment. with an aggregate gross floor area of approximately 734,316
square metres. Further, the parties agreed on the average
045
Connected Transactions
rental fee of buildings under the amended Buildings Leasing 6. Contract for the Transfer of Rights under Production
Contract, which is RMB1,049 per year per square metre. The Sharing Contracts
Buildings Leasing Contract will expire on November 4, 2019.
The Company and CNPC continue to implement
The Company and CNPC may adjust the area of building
the Contract for the Transfer of Rights under Production
leased and the rental fees every three years as appropriate
Sharing Contracts dated December 23, 1999. As part of the
by reference to the status of the production and operations
restructuring, CNPC transferred to the Company relevant
of the Company and the prevailing market price, but the
rights and obligations under 23 production sharing contracts
adjusted rental fees shall not exceed the comparable fair
entered into with a number of international oil and natural gas
market price. On August 28, 2014, the Company and CNPC
companies, except for the rights and obligations relating to
issued confirmation letter separately, and adjusted area and
CNPC’s supervisory functions.
fee of leasing building. The Company agreed to lease an
aggregate area of approximately 1,179,586 square metres
from CNPC, and adjust the total fee of building according to As of December 31, 2014, CNPC has been in the
the newly confirmed area of leasing building and the situation process of executing in aggregate 38 projects contemplated
of building market. In addition, the annual fee of building was under the production sharing contracts, in respect all of
adjusted to RMB708 million. Besides area and fee of building, which the transfer of rights under the production sharing
the other lease terms of the Buildings Leasing Contract kept contracts between CNPC and the Company has been
the same. The confirmation letters will be effective since completed. CNPC has assigned to the Company all of its
January 1, 2015. rights and obligations under the production sharing contracts
at nil consideration and subject to applicable PRC laws and
regulations, except for the rights and obligations relating to
5. Intellectual Property Licensing Contracts
CNPC’s supervisory functions.
The Company and CNPC continue to implement the
three intellectual property licensing contracts entered into on 7. Guarantee of Debt Contract
March 10, 2000, namely the Trademark Licensing Contract,
the Patent and Know-how Licensing Contract and the The Company and CNPC continue to implement the
Computer Software Licensing Contract. CNPC has agreed Guarantee of Debt Contract entered into on March 10, 2000,
to extend the term of the Computer Software Licensing pursuant to which all of the debt of CNPC relating to the
Contract to the expiry date of the statutory protection period assets transferred to the Company in the restructuring were
of the relevant software or when such software enters the also transferred to, and assumed by, the Company.
public domain. Pursuant to these licensing contracts, CNPC
has granted the Company the exclusive right to use certain Under the Guarantee of Debt Contract, CNPC has
trademarks, patents, know-how and computer software of agreed to guarantee certain debt of the Company at nil
CNPC at no cost. These intellectual property rights relate to consideration. As at December 31, 2014, the debt guaranteed
the assets and businesses of CNPC which were transferred was fully paid by the Company and the guarantee obligation
to the Company pursuant to the restructuring. of CNPC has terminated.
046
2014 ANNUAL REPORT Connected Transactions
As each of the applicable percentage ratio(s) (other • the provision of material supply services by CNPC to
than the profits ratio) in respect of the Trademark Licensing the Group.
Contract, the Patent and Know-how Licensing Contract,
the Computer Software Licensing Contract, the Contract for Upon completion of the acquisition of PKZ, PKZ became
the Transfer of Rights under Production Sharing Contracts a subsidiary (as defined under the Listing Rules) of CNPC
and the Guarantee of Debt Contract is less than 0.1%, the E&D. As CNPC is the controlling shareholder of the Company
continuing connected transactions under these contracts and as each of CNPC and the Company is interested in 50%
are exempted from the reporting, announcement and interest in CNPC E&D respectively, therefore, CNPC and
independent shareholders’ approval requirements under CNPC E&D are connected persons of the Company under
Chapter 14A of the Listing Rules. The Directors (including the Listing Rules. The caps for these continuing connected
independent Directors) believe that these continuing transactions have already been included within the caps for
connected transactions were entered into in the normal and the continuing connected transactions between the Group
ordinary course of business for the benefits of the Company, and CNPC.
and are in the interests of the shareholders as a whole.
047
Connected Transactions
(B) In relation to the Trademark Licensing Contract, the (i) the connected transactions mentioned above have
Patent and Know-how Licensing Contract and the Computer been entered into during the ordinary course of business of
Software Licensing Contract, CNPC has granted the the Company;
Company the right to use certain trademarks, patents, know-
how and computer software of CNPC at nil consideration. (ii) the connected transactions mentioned above have
been proceeded either on normal commercial terms or on
Independent Non-Executive Directors’ more favourable terms;
Confirmation
(iii) the connected transactions mentioned above have
In relation to the continuing connected transactions been proceeded based on the agreements in relation to such
undertaken by the Group in 2014, the independent non- transactions and on terms which are fair and reasonable
executive Directors of the Company confirm that: and in the interests of the shareholders of the Company as
a whole.
048
2014 ANNUAL REPORT Connected Transactions
Auditor’s Confirmation
The auditor of the Company has audited the abovementioned transactions and has provided to the Board of Directors a letter
to confirm that as far as they’ve noticed, there was nothing to convince them that the relevant continuing connected transactions:
(i) have not been approved by the Board of Directors of the Company;
(ii) all the connected transactions related to the goods or services provided by the Group have not been proceeded in any
material aspect according to the pricing policies of the Group;
(iii) have not been proceeded in any material aspect according to the agreements related to the transactions;
The information set out in the tables below is principally extracted from the financial statements
of the Group prepared in accordance with CAS:
049
Corporate Governance
CORPORATE GOVERNANCE
1. Improvement of Corporate Governance Information Disclosure. In 2014, for the event of change of
Board of Directors, the Company strictly followed relevant
regulations of the relevant departments of the State of
During the reporting period, the Company was able
qualification requirements of independent directors, with
to regulate its operations in accordance with domestic and
careful consideration of the diversity, components of
overseas regulatory requirements. In accordance with the
professional knowledge, professional experience and
Articles of Association of the Company (the “Articles of
independency in two shareholders’ meetings, elected 4 non-
Association”) and related laws and regulations as well as the
executive directors that are in compliance with regulatory
securities regulatory rules of the jurisdictions in which the
requirements and ensured the standardized operation of the
Company was listed, and in light of the actual conditions of
Board of Directors.
the Company, the Company constantly formulates, improves
and effectively implements various systems and related
procedures for the Board of Directors and each of the special During the reporting period, the corporate governance
committees to operate under the Board of Directors. The of the Company had nothing inconsistent with the regulatory
Measures on Management of Information Disclosure and the requirements on corporate governance of listed companies
Measures on Registration of Information Insiders formulated laid down by the China Securities Regulatory Commission.
by the Company have clearly defined the accountability Checks and balances were achieved through the coordination
system for significant errors in disclosure of the annual among the shareholders’ meeting, the Board of Directors and
report and have increased the accountability on the relevant its related special committees, the Supervisory Committee
personnel with information disclosure responsibilities and and the management headed by the President. Together
have enhanced the Company’s security work in respect of with the effective internal control and management systems,
certain inside information before public disclosure of annual the Company’s internal management and operations were
reports. During the reporting period, the above regulations further standardised and its management level continued to
were effectively implemented by the management of the improve.
Company and the Company is not aware of any information
insider who has breached relevant rules when dealing with 2. Improvement of Internal Control System
the shares of the Company, nor any major error was occurred
in the annual report. In 2014, the Company strengthened
The Company places great emphasis on internal
internal approval procedure management of significant event
control and risk management. The Company established
announcements and information disclosure, prevented capital
and operates internal control system in compliance with
market risks, and introduced Internal Approval Management
requirements of various listing authorities.
Procedures For Significant Event Announcements and
050
2014 ANNUAL REPORT Corporate Governance
In 2014, the Company focused on “to promote and effective, and achieved significant results. The Audit
improvement and completion of internal control system, Committee suggested that the Company’s internal control
continue to further improve overall risk management and work should focus on the key issues, have a clear allocation
change business process management, to effectively play of responsibilities and detailed assessment, continue to
the role of interval control supervision”, further enhanced its improve its use of analysis and implementation of the test
work, and achieved positive progress in all aspects. results, prevent and resolve risks and hidden dangers in all
areas effectively by work in advance.
051
Corporate Governance
Board of Directors. Independent Directors reviewed regular President’s Team with reference to the achievement of the
reports of the Company diligently. They had discussions with performance targets in 2013 and the business development
external auditors for annual audit before and after their year- plan of 2014, and formulated the performance contract for
end auditing. Such meetings were held prior to meetings of the President’s Team for 2014. The “Report on Assessment
the Board of Directors. They monitored and procured that of the President’s Operating Results for 2013 and the
the Company made disclosures in compliance with the Formulation of President’s Performance Contracts for 2014”
relevant laws, regulations as well as rules of the Company was reviewed and approved at the twelveth meeting of the
on disclosures of information. During the reporting period, Fifth Session of the Board of Directors.
the independent Directors of the Company did not raise
any objection to any resolutions or other matters discussed During the reporting period, the Company conducted, on
at the meetings of the Board of Directors. Meanwhile, the the basis of the “Pilot Measures of Evaluation of Performance
independent Directors constantly kept themselves informed of the Senior Management Officers of PetroChina Company
of relevant laws, regulations and regulatory rules and made Limited” and the “Pilot Measures of Economy Value Added of
on-site visits to base-level units of the Company, which Senior Management”, appraisals on members of the senior
helped them gain a better understanding of the Company’s management from specialised companies, local companies
business, and become better focused in their decision- and the science and research planning departments with
making and enhanced the effectiveness of their decisions respect to their achievement of the performance targets
made. for 2013. Certain rewards and punishments were made on
basis of the performance evaluation. With reference to the
4. Independence of the Company from the business development plan and key tasks of the Company
Controlling Shareholder for 2014 as well as the positions and duties of the various
management officers, the Company formulated performance
The Company is independent from its controlling contracts for 2014 and signed with the middle and above
shareholder, CNPC, in respect of business, personnel, asset, level management officers and others above. The Company
organisational structure and finance. The Company has supplemented follow up evaluation of seasonal profit task
independent and comprehensive business operations and and accordingly honoured the seasonal compensation for
052
2014 ANNUAL REPORT Corporate Governance
After prudent consideration of the laws and regulations For details of the composition of the Board of Directors
of the places where the shares of the Company are listed, the and attendance rate of Directors at regular meetings of the
background of the industry to which the Company belongs Board of Directors during the year, please refer to the section
and the current corporate structure, the Company has not “Members of the Board of Directors and the attendance rate
set up a nomination committee as at the end of the reporting of Directors” in the “Directors’ Report” of this annual report.
period. Nonetheless, the requirements for nomination of
directors are set out in detail in the Articles of Association of There is no relationship (including financial, business,
the Company. Shareholders holding three percent or above family or other material/relevant relationship(s)) among
of the voting shares of the Company may put forward a members of the Board of Directors and between the
provisional written proposal to the general meeting in relation Chairman and the President of the Company.
to the intention to nominate a candidate for the Director and
the candidate’s willingness to accept such nomination prior
(4) Operations of the Board of Directors
to such meeting. Directors of the Company shall be elected
at general meeting of the Company for a term of office of The Company’s Board of Directors is elected by the
no more than three years. Upon expiration of his term, the shareholders’ general meeting of the Company through
Director shall be entitled to be re-elected and re-appointed. voting and is held accountable to the shareholders’ general
meeting. The primary responsibilities of the Board of Directors
(2) Compliance with the Model Code for Securities are to provide strategic guidance to the Company, exercise
Transactions by Directors of Listed Issuers effective supervision over the management, ensure that the
Company’s interests are protected and are accountable to
The Company has adopted the provisions in relation to the shareholders. The powers and duties of the Board of
dealing in shares of the Company by Directors as set out in the Directors and the management have been clearly defined
Model Code for Securities Transactions for Directors of Listed in the Articles of Association, which aims to provide
Issuers contained in Appendix 10 of the Listing Rules (the adequate check and balance mechanism for good corporate
“Model Code”). Each Director and Supervisor has confirmed governance and internal control. In accordance with the
to the Company that each of them has complied with relevant Articles of Association or as authorised by the shareholders,
standards set out in the Model Code in the reporting period. the Board of Directors makes decisions on certain important
matters, including annual business plans and investment
(3) Board of Directors budgets; annual criteria for assessment of the performance
of members of working units of the Company and annual
Pursuant to the Company’s Rules and Procedures for the
remuneration plans; distribution plans in respect of interim
Board of Directors, the Board of Directors convened 5 regular
profit; and material issues involving corporate reorganisation
meetings and 5 extraordinary meetings of Board of Directors
of the Company. The Directors and the Board of Directors
and 9 meetings of its special committees and passed 30
carry out corporate governance duties in a serious and
resolutions of the Board of Directors and 13 opinions of its
responsible manner. The Directors attend the meetings of
special committees during the reporting period.
the Board of Directors in a serious and responsible manner,
053
Corporate Governance
perform their duties as Directors earnestly and diligently, Vice Chairman and President of the Company. Pursuant to the
make important decisions concerning the Company, appoint, Articles of Association, the primary duties and responsibilities
dismiss and supervise the members of the operation units of the Chairman are chairing the shareholders’ general
of the Company. Led by the President, the management of meetings and convening and chairing meetings of the Board of
the Company is responsible for implementing the resolutions Directors, inspecting the implementation of Board resolutions,
approved by the Board of Directors and administering the signing certificates of securities issued by the Company,
Company’s day-to-day operation and management. and other duties and power authorised under the Articles of
Association and by the Board of Directors. The primary duties
The Company has received a confirmation of and responsibilities of the President are managing production
independence from each of the four independent non- and operation, organising the implementation of Board
executive Directors pursuant to Rule 3.13 of the Listing resolutions, organising the implementation of annual business
Rules. The Company considers that the four independent plans and investment plans of the Company, formulating plans
non-executive Directors are completely independent of the for the establishment of internal management institutions of
Company, its substantial shareholders and its connected the Company, devising the basic management system of
persons and fully comply with the requirements concerning the Company, formulating specific rules and regulations of
independent non-executive Directors under the Listing Rules. the Company, advising the Board of Directors to appoint or
Mr Zhang Biyi, the independent non-executive Director, has dismiss Senior Vice Presidents, Vice Presidents, the Chief
appropriate accounting and financial experience as required Financial Officer and other senior management personnel,
under Rule 3.10 of the Listing Rules. Please see the section appointing or dismissing management staff other than those
headed the Brief Biography of the Directors under the that should be appointed or dismissed by the Board of
“Directors, Supervisors, Senior Management and Employees” Directors, and performing other duties and power authorised
section for biographical details of Mr Zhang Biyi. The four by the Articles of Association and the Board of Directors.
054
2014 ANNUAL REPORT Corporate Governance
Notes: (1) Mr. Liao Yongyuan has tendered his resignation to the Board on March 17, 2015 and resigned from all his positions in the Company,
including non-executive Director and Vice Chairman, with immediate effect.
(8) The Examination and Remuneration Committee Directors and senior management (including compensations
to Directors and senior management for loss of office or
After the change of Board of Directors, the Examination
retirement); organising the performance assessment on the
and Remuneration Committee of the Company still
President and report to the Board of Directors; monitoring the
comprises three Directors, including two independent non-
performance assessments to be conducted by the President
executive Directors with Mr Richard H. Matzke as the chief
on Senior Vice Presidents, Vice Presidents, the Chief
committee member, and Mr Lin Boqiang and a non-executive
Financial Officer and other senior managers; considering
Director, Mr Liu Yuezhen, as members. This is in compliance
the Company’s incentive programme, remuneration system
with the provisions of the Corporate Governance Code. The
and share option scheme; monitoring and appraising
terms of reference of the Examination and Remuneration
the effectiveness of their implementation, and providing
Committee are included in the Rules and Procedures for the
recommendations for change and improvement; and other
Board of Directors and set out on the Company’s website :
duties as required by relevant laws and regulations or listing
www.petrochina.com.cn.
rules of place where the Company is listed and any such
other matters as authorized by the Board of Directors.
The main duties and responsibilities of the Examination
and Remuneration Committee are: considering the
The Examination and Remuneration Committee held
performance assessment criteria of Directors and
one meeting during the reporting period, which was held
management, conducting performance assessment and
at the twelfth meeting of the Fifth Session of the Board of
making relevant recommendations; considering and
Directors. Members of the Examination and Remuneration
reviewing remuneration policies and schemes in respect of
Committee, Mr Chen Zhiwu and Mr Wang Guoliang attended
055
Corporate Governance
such meeting. A summary of the work of the Examination (10) Audit Committee
and Remuneration Committee of the Company in 2013 is as
After change of Board of Directors, the Audit Committee
follows:
of the Company comprises two independent non-executive
Directors, Mr Lin Boqiang as the chairman, Mr Zhang Biyi as
At the meeting of the Examination and Remuneration
a member, and a non-executive director, Mr Liu Yuezhen as
Committee held on March 10, 2014, the Board of Directors
a member.
considered the “Report on Assessment of the Results of
Operations by the President’s Work Team for 2013 and the
Under the Rules of Procedures of the Audit Committee
Formulation of President’s Performance Contract for 2014”.
of the Company, the chairman of the committee must be an
independent non-executive Director and all resolutions of
(9) Nomination of Directors
the committee shall be approved by the independent non-
Pursuant to the Articles of Association, election executive Directors. The major responsibilities of the Audit
and replacement of Directors shall be proposed to the Committee of the Company are: reviewing and ensuring
shareholders’ general meeting for approval. Shareholders the completeness of annual reports, interim reports and
whose shareholding represents 3% or more of the voting quarterly reports, if any, and related financial statements and
shares of the Company are entitled to make such proposal. accounts, and reviewing any material opinion contained in
As authorised by the Board of Directors, the Chairman shall the aforesaid statements and reports in respect of financial
consolidate a list of the director candidates and order the reporting; reporting to the Board of Directors in writing on the
Secretariat of the Board of Directors together with the relevant financial reports of the Company (including annual reports,
departments to prepare the relevant procedural documents. interim reports and quarterly reports) and related information;
The Secretariat of the Board of Directors is responsible for reviewing and supervising the work conducted by the internal
requesting the Chairman and/or the shareholders entitled audit department in accordance with the applicable PRC and
to make a proposal to issue invitations to serve as Director international rules; monitoring the financial reporting system
to the candidates for directorship. The candidates for and internal control procedures of the Company, as well as
directorship will sign the confirmation letters. Pursuant to checking and assessing matters relating to, among others,
the Articles of Association, the Company is required to give the financial operations, internal control and risk management
notice of the shareholders’ meeting to shareholders in writing of the Company; reviewing and supervising the engagement
45 days in advance and send a circular to shareholders. of external auditors and their performance; receiving, keeping
Pursuant to Rule 13.51(2) of the Listing Rules, the list, resume and dealing with complaints or anonymous reports regarding
and emoluments of the candidates for directorship must be accounting, internal accounting control or audit matters and
set out in the circular to shareholders to facilitate voting by ensuring the confidentiality of such complaints or reports;
shareholders. The new Directors must be approved by more liaising with the Board of Directors, the senior management
than half of the total voting shares held by the shareholders and external accountants on a regular basis; meeting with
present in person or by proxy in the shareholders’ general external accountants and the Company’s own legal counsel
056
2014 ANNUAL REPORT Corporate Governance
During the reporting period, the Audit Committee held six regular meetings. Two of the meetings of the Audit Committee
were held by way of written resolution.
The opinions of the Audit Committee will be presented to the Board of Directors and acted upon (where appropriate). The
new Audit Committee has attend four meetings. Members of the Audit Committee and their attendance rate at meetings are as
follows:
Number of Attendance by
Required Attendance in Proxy
Position Name Meetings Person (times) (times) Note
Chairman Lin Boqiang 4 3 1
Member Zhang Biyi 1 1 0
Member Liu Yuezhen 4 4 0
The followings are the work of the Audit Committee For developing and reviewing the policies and practice
during the reporting period: on corporate governance: In order to keep improving its
corporate governance and the scientific composition of the
The Audit Committee considered the annual financial Board, the Company refined the content of its website in
report of the Company for 2013, the profit distribution accordance with the latest revision of the regulatory rules
proposal for 2013, the report on the Company’s continuing and, in accordance with the requirements of the Hong
connected transactions in 2013, the Audit Work Report, Kong Stock Exchange, published details of the corporate
Working Report on Internal Control and the resolution on governance system, including those involving the procedure
the engagement of the Company’s domestic and overseas for nomination of directors contained in the articles of
auditors for 2014. The Audit Committee considered the association on the Shanghai Stock Exchange’s website and
report of KPMG addressed to it and formed a written opinion the Hong Kong Stock Exchange’s website;
(11) Corporate Governance Responsibilities Additionally, specific provisions were inserted into the section
titled “Composition of the Board of Directors” in the Rules
The corporate governance responsibilities of the of Procedure for the Board of Directors. In 2014, the Board
Company shall be undertaken by the Board of Directors. In reviewed and monitored the implementation of the relevant
2014, the Board’s performance of the corporate governance systems and also took the initiative to organise training for its
responsibilities as set forth in Code D.3.1 of Appendix 14 of directors, supervisors and senior managerial personnel and
the Listing Rules is as follows: required their participation;
057
Corporate Governance
For reviewing and monitoring the policies and practices (12) Shareholders and Shareholders’ General Meetings
in connection with the compliance with legal and regulatory
For details of shareholders and shareholder’s general
requirements: Upon consideration of the reports given by
meetings, please refer to the section entitled “Shareholders’
its subordinated committees and functional departments,
Rights and Shareholders’ Meetings” in this annual report.
the Board reviewed and monitored the Company’s policies
and practices in connection with compliance with legal and
regulatory requirements, including but not limited to industry (13) Supervisors and the Supervisory Committee
regulation, policies on taxes and fees, overseas regulation,
The Supervisory Committee of the Company now
legal proceedings together with other aspects;
comprises 9 members, including 5 Supervisors representing
shareholders (including 1 chairman of the Supervisory
For developing, reviewing and monitoring the Committee) and 4 Supervisors representing employees.
code of conduct and compliance manual applicable to The Supervisory Committee of the Company reports to the
employees and directors: Relevant information on corporate shareholder’s general meeting and exercise following twelve
governance, mechanisms for assessment of performance functions: to review and propose written review opinion on
and performance incentives and restrictions of the Company, the regular reports of the Company drafted by the Board
information disclosure and transparency, the relationship of Directors; to review the financials of the Company; to
between CNPC and the Company, performance of duty supervise the conducts of the Directors, Chairman, senior
by independent non-executive Directors, professional and vice president, vice president, chief financial officer and
ethical code for senior management personnel, code of other senior management officers carrying out Company
conduct for staff and workers, and significant differences on duties, and to propose removal suggestions of the aforesaid
corporate governance structure pursuant to the requirements officers if they violate laws, administrative regulations, the
under section 303A.11 of the New York Stock Exchange Articles of Association or resolutions of the shareholders’
Listed Company Manual can be found on the Company’s general meetings; to ask the Directors, Chairman, senior
website (www.petrochina.com.cn). You may access to such vice president, vice president, chief financial officer and
information by following these steps: other senior management officers to rectify if their conducts
violate the interest of the Company; to verify the financial
1. From our main web page, click “Investor Relations”; materials including financial reports, operation reports and
profit distribution plan to be proposed by the Board of
Directors to the shareholders’ general meeting, and appoint
2. Next, click “Corporate Governance Structure”;
Certified Public Accountants and practicing auditors to
review in the name of the Company; to propose extraordinary
3. Finally, click on the information you are looking for.
shareholders’ meeting and to call and host shareholders’
general meetings when the Directors fail to perform their
The Board of Directors will review such regulations in duty under the Company Law to call and host shareholders’
accordance with the relevant regulatory requirements and the general meetings; to make proposals for the shareholders’
actual circumstances of the Company on an annual basis. general meetings; to represent the Company to negotiate with
058
2014 ANNUAL REPORT Corporate Governance
Directors or to bring litigation claims against the Directors, senior management personnel of the Company to ensure
Chairman, senior vice president, vice president, chief financial that they have performed their duties in compliance with
officer in accordance with Article 152 of the Company Law; applicable laws and regulations. The Supervisory Committee
to conduct investigation in the event of abnormal operation has made constructive comments and recommendations
of the Company; to conduct annual audit of external auditors to major matters of the Company including production,
regarding its performance together with Audit Committee of operation and investment projects.
the Board of Directors and to make suggestions regarding
engagement, renewal of engagement and dismissal of (14) Directors’ Responsibility in Preparing Financial
external audits and its audit service fees to the shareholders’ Statements
general meetings; to supervise the compliance of the
connected transactions. During the reporting period, the The Directors are charged with the responsibility to audit
Supervisory Committee conducted 5 meetings, including the financial statements in each financial year with support
3 on-site meetings and 2 meetings by circulation of written from the accounting departments, and to ensure that the
notice, conducted review of the 2013 annual report, the First relevant accounting practices and policies are observed and
Quarterly Report, Interim Report, the Third Quarterly Report IFRS and CAS are complied with in the compilation of such
of the Company and the election of the chairman of the financial statements in order to report the financial position of
Supervisory Committee; attended 5 meetings of the Board of the Company in a factual and unbiased manner.
Directors, issued 5 opinions of the Supervisory Committee;
attended the shareholders’ general meetings twice and (15) Going Concern
proposed 4 proposals to the shareholders’ general meetings.
The Directors, having made appropriate enquiries,
consider that the Company has adequate resources to
In summary, the Supervisory Committee of the Company
continue in operational existence for the foreseeable future
discharged its duties conscientiously in accordance with the
and that, for this reason, it is appropriate to adopt the going
Articles of Association, including conducting Supervisory
concern basis in preparing the financial statements.
Committee meetings, attended all Board meetings and
persistently reported their work to the shareholders’ general
meeting, and submitted the Supervisory Committee Report (16) Remuneration of the Auditors
059
Shareholders’ Rights and
Shareholders’ Meetings
060
2014 ANNUAL REPORT Shareholders’ Rights and
Shareholders’ Meetings
(3) Procedures for enquiries of shareholders made with Interim Profit Distribution Plan, resolution of employment of
the Board of Directors domestic and international accounting firms of the Company
for 2014 and authorization for the Board of Directors to decide
Any shareholder may make any written enquiry with
on their remuneration, resolution of re-election of Directors,
the Board of Directors at any time. The administrative
and resolution of re-election of Supervisors. One special
measures of the Company in respect of management of
resolution was passed and approved at the meeting by more
investors’ relations provide for clear and definite procedures
than two thirds of the votes, which was resolution granting
for enquiries. Definite guidelines in respect of contact details
general mandate to the Board of Directors to issue shares
are also set out in the annual report of the Company and the
of the Company. The independent Directors of the Company
investors section on the website of the Company.
did not make any proposals at the general meeting.
061
Directors’ Report
DIRECTORS’ REPORT
The Board of Directors of the Company is pleased to has been actively implementing taxation reforms, which may
present its directors’ report for perusal. lead to future changes in the taxes and levies relating to the
operations of the Group, thereby affecting the operating
results of the Group.
1. Review of results of operations and the
business prospect of the Company during
the reporting period (2) Price Fluctuations of Crude Oil and Refined Products
Risk
Please refer to the sections headed “Business Operating The Group is engaged in a wide range of oil and gas
Review”, “Management’s Discussion and Analysis of Financial products-related activities and part of its oil and gas products
Position and Results of Operations” and “Chairman’s Report” demands are met through external purchases in international
in this annual report. market. The prices of crude oil, refined products and natural
gas in the international market are affected by various factors
2. Risk Factors such as changes in global and regional politics and economy,
demand and supply of oil and gas, as well as unexpected
In its course of production and operation, the Group events and disputes with international repercussions. The
actively took various measures to avoid and mitigate various domestic crude oil price is determined by reference to
types of risks. However, in practice, it may not be possible to international price of crude oil and the prices of domestic
prevent all risks and uncertainties completely. refined products are adjusted by PRC government to reflect
the price changes in international crude oil market. Domestic
natural gas prices are prescribed by PRC government.
(1) Industry Regulations and Tax Policies Risk
The PRC government exercises supervision and (3) Foreign Exchange Rate Risk
regulation over the domestic oil and natural gas industry. These
regulatory measures include the obtaining of exploration and The Group conducts its business primarily in Renminbi
production licences, the payment of industry-specific taxes in the PRC, but it keeps certain foreign currencies to pay for
and levies, and the implementation of environmental policies the imported crude oil, equipment and other raw materials
and safety standards. They affect the Group’s operating as well as to repay financial liabilities denominated in foreign
activities. Any future changes in the PRC governmental currencies. Currently, the PRC government has implemented
policies in respect of the oil and natural gas industry may also a regulated floating exchange rate regime based on market
affect the Group’s business operations. supply and demand with reference to a basket of currencies.
However, Renminbi is still regulated in capital projects. The
exchange rates of Renminbi are affected by domestic and
Taxes and levies are one of the major external factors
international economic and political changes, and demand
affecting the operations of the Group. The PRC government
and supply for Renminbi. Future exchange rates of Renminbi
062
2014 ANNUAL REPORT Directors’ Report
against other currencies may vary significantly from the The risks involved principally include instability as to political
current exchange rates, which in turn would affect the environment, taxation policies and regulatory requirements,
operating results and financial position of the Group. as well as import and export restrictions.
The Group has distinctive advantages in resources, and The oil industry has been facing ever increasing
is in a leading position in the oil and gas industry in the PRC. challenges posed by global climate change. A number of
At present, major competitors of the Group are other large international, domestic and regional agreements restricting
domestic oil and petrochemical producers and distributors. greenhouse gas emission have been signed and become
With the gradual opening up of the domestic oil and effective. If China or other countries in which the Company
petrochemical market, large foreign oil and petrochemical operates take more stringent measures to reduce greenhouse
companies have become competitors of the Group in certain gas emission, the revenue and profits earned by the Group
regions and segments. The Group has been in a leading may reduce as a result of substantial capital expenditures
position in the exploration and production business and and taxation expenditures and increases in operating costs
natural gas and pipeline business in China, but the Group is incurred and even the strategic investments of the Group
facing relatively keen competition in refining, chemicals and may be subject to the unfavourable impact posed by the
marketing of refined products businesses. related laws, regulations and regulatory requirements.
(5) Uncertainty of the Oil and Gas Reserves Risk (8) Hidden Hazards and Force Majeure Risk
According to industry characteristics and international Oil and gas exploration, development, storage and
practices, both the crude oil and natural gas reserve data transportation and the production, storage and transportation
disclosed by the Group are estimates only. The Group has of refined products and petrochemical products involve
engaged internationally recognised valuers to evaluate the certain risks, which may cause unexpected or dangerous
crude oil and natural gas reserves of the Group on a regular event such as personal injuries or death, property damage,
basis. However, the reliability of reserves estimates depends environmental damage and disruption to operations, etc.
on a number of factors, assumptions and variables, such as With the expansion in the scale and area of operations, the
the quality and quantity of technical and economic data, the hazard risks faced by the Group also increase accordingly.
prevailing oil and gas prices of the Group etc., many of which Further, new regulations promulgated by the State in recent
are beyond the control of the Group and may be adjusted years set out higher standard for production safety. The
over time. Results of drilling, testing and exploration after Group has implemented a strict HSE management system
the date of the evaluation may also result in revision of the and used its best endeavours to avoid the occurrence
reserves data of the Group to a certain extent. of accidents. However, the Group cannot completely
avoid potential financial losses caused by such contingent
(6) Overseas Operations Risk incidents. The Group has adopted strict implementation of
laws and regulations of the State, and invests funds timely to
As the Group operates in a number of countries around effectively control the major safety and environmental hazards
the world, it is subject to the influences of different political, legal found. In addition, natural disasters such as earthquake,
and regulatory factors prevailing in the countries of operation, typhoon, tsunami and emergency public health events may
including countries which are not very stable and are greatly cause losses to properties and personnel of the Group, and
different from developed countries in certain material aspects. may affect the normal operations of the Group.
063
Directors’ Report
(1) The convening of Board meetings and the issues a. On March 19, 2014, the Company held the twelfth
resolved meeting of the Fifth Session of the Board of Directors, during
which 10 resolutions were passed as follows:
During the reporting period, the Board of Directors
convened 6 regular Board meetings and 5 extraordinary
Board meetings, and passed 30 resolutions. • The resolution on the Company’s 2013 President
Work Report
064
2014 ANNUAL REPORT Directors’ Report
• The resolution on the financial statements for year • The resolution on adjustments to the members of the
2013 special committee of the Board of Directors
• The resolution on the draft profit distribution plan for c. On July 2, 2014, the Company held the second
2013 meeting of the Sixth Session of the Board of Directors, during
which the Company heard the Special Report on Assessment
• The resolution on the 2013 annual report and results of Reserves of the Company for 2013 and the Audit Opinion
• The resolution on the assessment of the results of d. On August 27 and August 28, 2014, the Company
operations by the President for 2013 and the formulation of held the third meeting of the Sixth Session of the Board of
the performance contract for 2014 Directors, during which 7 resolutions were passed as follows:
• The resolution on the proposal to request the • The resolution on the interim financial statement of
• The resolution on the Working Report on internal • The resolution on the establishment of independent
control of the Company for 2013 board committee and employment of independent financial
advisor with respect to revising of the caps for the continuing
• The resolution on convening of the annual general Revising the Caps for the Continuing Connected Transactions
meeting of the Company for 2013 of the Company with CNPC and Jointly-held Companies
b. On May 22, 2014, the Company held the first meeting • The resolution on the nomination and election of
of the Sixth Session of the Board of Directors, during which 2 independent Directors
065
Directors’ Report
e. On November 25, 2014, the Company held the fourth h. The third Extraordinary Meeting of the Board of
meeting of the Sixth Session of the Board of Directors, during Directors was held on May 12, 2014 by way of circulation
which 3 resolutions were passed as follows: of written resolution, during which the resolution on the
establishment of PetroChina Eastern Pipelines Company
• The resolution on the Company’s business Limited and Matters Related to Transfer of Equity was passed.
• The resolution on the Company’s budget for 2015 Directors for 2014 was held on June 23, 2014 by way of
circulation of written resolution, during which 2 resolutions
were passed as follows:
• The resolution on the matters related to the
restructuring of the Xinjiang sales branch into a limited liability
company and introduction of external investors • The resolution on the appointment of the Vice
President nominated by the President
circulation of written resolution, during which the resolution on representative of the Company
g. The second Extraordinary Meeting of the Board of of circulation of written resolution, during which 2 resolution
Directors for 2014 was held on April 24, 2014 by way of were passed as follows:
• The resolution on the 20-F annual report of the and crude oil futures bonded delivery warehouse business
066
2014 ANNUAL REPORT Directors’ Report
Notes: (1) Mr. Liao Yongyuan has tendered his resignation to the Board on March 17, 2015 and resigned from all his positions in the Company,
including non-executive Director and Vice Chairman, with immediate effect.
Notes: (1) M
r. Liao Yongyuan has tendered his resignation to the Board on March 17, 2015 and resigned from all his positions in the Company,
including non-executive Director and Vice Chairman, with immediate effect.
067
Directors’ Report
(4) The implementation of AGM resolutions by the On July 1, 2014, for the second meeting of the Sixth
Board of Directors Session of the Board of Directors, the Audit Committee
reviewed the Working Report on Internal Control, the
All members of the Board of Directors have
Company’s Audit Work Report, KPMG’s Report to the Audit
conscientiously and tirelessly performed their duties,
Committee of the Board of Directors and issued the Audit
implemented the resolutions passed at the AGM and
Opinion of the Audit Committee of the Board of Directors.
accomplished all tasks as authorized by the AGM according
to the relevant laws, regulations and rules of the respective
On August 22, 2014, for the third meeting of the Sixth
jurisdictions where Company’s shares are listed and the
Session of the Board of Directors, the Audit Committee
provisions as set out in the Company’s Articles of Association.
reviewed the Interim Financial Report of the Company for
2014, the Interim Profit Distribution Plan of the Company for
(5) Work of the special committees of the Board of
2014, the Resolution of Matters Related to Application for
Directors
Revising the Caps for the Continuing Connected Transactions
a. Audit Committee of the Company with CNPC and Jointly-held Companies, the
Report on the Continuing Connected Transactions for the
First Half of 2014, the Working Report on Internal Control,
During the reporting period, the Audit Committee held
the Company’s Audit Work Report, KPMG’s Report to the
six regular meetings of which two meetings were held by way
Audit Committee of the Company and the Proposal on the
circulation of written resolution.
Payment of 2014 Audit Fee to KPMG, and issued the Audit
Opinion of the Audit Committee of the Board of Directors in
On March 18, 2014, for the twelfth meeting of the Fifth respect of the Company’s Interim Financial Report for 2014
Session of the Board of Directors, the Audit Committee and the Audit Opinion of the Audit Committee of the Board
reviewed the Company’s Financial Statements for 2013, of Directors on the Draft Interim Profit Distribution Plan of
the Company’s Profit Distribution Plan for 2013, Resolution 2014 and the Opinion on Matters Related to the Continuing
on the Report on the Company’s Continuing Connected Connected Transactions of the Company with CNPC and
Transactions in 2013, the Company’s Audit Work Report, Jointly-held Companies.
Working Report on Internal Control, KPMG’ Report to the
Audit Committee of the Board of Directors, Resolution on
On November 24, 2014, for the fourth meeting of the
the Employment of Company’s Domestic and International
Sixth Session of the Board of Directors, the Audit Committee
Accounting Firms for 2014, heard the Explanation Regarding
reviewed the Working Report on Internal Control, the
Certain Former Senior Management Officers of the Company
Company’s Audit Work Report, KPMG’s Report to the Audit
being subject to Investigation and issued the Audit Opinion
Committee of the Company and issued the Audit Opinion of
of the Audit Committee of the Board of Directors on the
the Audit Committee of the Board of Directors.
Financial Statements for 2013 and the Audit Opinion of
the Audit Committee of the Board of Directors on the draft
Profit Distribution Plan for 2013, and Audit Opinion of the On April 24, 2014, for the Extraordinary Meeting of
Audit Committee of the Board of Directors in respect of the Fifth Session of the Board of Directors, the Audit Committee
Working Report on Internal Control. reviewed and passed the First Quarterly Report for 2014 by
way of written resolution, and issued an audit opinion.
068
2014 ANNUAL REPORT Directors’ Report
On October 29, 2014, for the Extraordinary Meeting of Report on Assessment of the Results of Operations by the
Sixth Session of the Board of Directors, the Audit Committee President for 2013 and the Formulation of the Performance
reviewed and passed the Third Quarterly Report for 2014 by Contract for 2014.
way of written resolution, and issued an audit opinion.
On March 14, 2014, for the twelfth meeting of the who was absent from the Examination and Remuneration
Fifth Session of the Board of Directors, the Examination Committee meeting held on March 14, 2014, all members
and Remuneration Committee reviewed the Report on of the Investment and Development Committee, Examination
Assessment of the Results of Operations by the President and Remuneration Committee and Health, Safety and
for 2013 and the Formulation of the Performance Contract Environment Committee attended all meetings as convened
for 2014 and issued the Opinion of the Examination and by these special committees.
* Net profit was the net profit attributable to owners of the Company in accordance with IFRS in respect of the year.
069
Directors’ Report
The Formulation and Implementation of the to shareholders’ review and approval at the forthcoming
Company’s Cash Dividend Distribution Policy annual general meeting to be held on May 27, 2015. The final
dividend will be paid to shareholders whose names appear
on the register of members of the Company at the close of
The Company has adopted a stable dividend distribution
trading on June 9, 2015. The register of members of H shares
policy in a strict compliance with its relevant commitments in
will be closed from June 4, 2015 to June 9, 2015 (both days
its H share prospectus since its listing in 2000. At present, the
inclusive) during which period no transfer of H shares will be
Company has distributed its dividend to shareholders based
registered. In order to qualify for the final dividend, holders
on 40%-50% of its net profits for a year. The Company’s
of H shares must lodge all transfer documents together
stable and active dividend distribution policy has received
with the relevant share certificates at Hong Kong Registrars
a warm welcome from its shareholders which fully protects
Limited at or before 4:30 p.m. on June 3, 2015. Holders of A
the interests of its minority shareholders. The independent
shares whose names appear on the register of members of
Directors have carefully and diligently performed their duties
the Company maintained at China Securities Depository and
and played their due roles.
Clearing Corporation Limited (“CSDC”) at the close of trading
on the Shanghai Stock Exchange in the afternoon of June 9,
To protect the interests of minority shareholders, the
2015 are eligible for the final dividend. The final dividend of A
Articles of Association defined the cash dividend payout ratio
shares and H shares for 2014 will be paid on or about June
shall be no less than 30% of the net profit attributable to the
10, 2015 and July 16, 2015, respectively.
parent company for that year. The Company’s dividend will be
distributed twice a year and final dividend will be determined
IIn accordance with the relevant provisions of the Articles
at the shareholders’ meeting by ordinary resolutions whereas
of Association of PetroChina Company Limited and relevant
its interim dividend can be determined by the Board of
laws, dividends payable to the Company’s shareholders
Directors authorised by the shareholders’ meeting through
shall be declared in Renminbi. Dividends payable to the
ordinary resolutions. The Company is in a strict compliance
holders of A shares shall be paid in Renminbi, and for the
with all relevant provisions under the Articles of Association
A shares of the Company listed on the Shanghai Stock
and regulatory requirements over the years for its decision-
Exchange and invested by the investors through the Hong
making on dividend distribution.
Kong Stock Exchange, dividends shall be paid in Renminbi
to the accounts of the nominal shareholders through CSDC.
The Company strives to achieve an outstanding
Save for the H shares of the Company listed on the Hong
operating result in order to create a good return for its
Kong Stock Exchange and invested by the investors through
shareholders.
the Shanghai Stock Exchange (the “H Shares under the
Southbound Trading Link”), dividends payable to the holders
7. Distribution Plan for the Final Dividend for of H shares shall be paid in Hong Kong Dollars. The applicable
2014 exchange rate shall be the average of the medium exchange
rate for Renminbi to Hong Kong Dollar as announced by the
The Board recommends a final dividend of RMB0.09601 People’s Bank of China for the week prior to the declaration
per share (inclusive of applicable tax) for 2014, which is of the dividends at the annual general meeting to be held on
based on 45% of the net profit of the Group for the twelve May 27, 2015. Dividends payable to the holders of H Shares
months ended December 31, 2014 after deducting the under the Southbound Trading Link shall be paid in Renminbi.
interim dividend for 2014 paid respectively on September 19, In accordance with the Agreement on Payment of Cash
2014 (in respect of A shares) and on September 29, 2014 (in Dividends on the H Shares under the Southbound Trading
respect of H shares). The proposed final dividend is subject Link between the Company and CSDC, CSDC will receive
070
2014 ANNUAL REPORT Directors’ Report
the dividends payable by the Company to holders of the H those countries having agreements with China for personal
Shares under the Southbound Trading Link as a nominal income tax rates in respect of dividend of 10%. For Individual
holder of the H Shares under the Southbound Trading Link H Shareholders who are residents of those countries having
on behalf of investors and assist the payment of dividends on agreements with China for personal income tax rates in
the H Shares under the Southbound Trading Link to investors respect of dividend of lower than 10%, the Company would
thereof. make applications on their behalf to seek entitlement of
the relevant agreed preferential treatments pursuant to the
According to the Law on Corporate Income Tax of the Notice of the State Administration of Taxation in relation to the
People’s Republic of China and the relevant implementing Administrative Measures on Preferential Treatment Entitled by
rules which came into effect on January 1, 2008, the Non-residents under Tax Treaties (Tentative) (Guo Shui Fa
resident enterprise shareholders whose names appear on 号). For Individual H Shareholders who are residents of those
the register of members of H shares of the Company. Any H countries having agreements with China for personal income
shares registered in the name of non-individual shareholders, tax rates in respect of dividend of higher than 10% but lower
including HKSCC Nominees Limited, other nominees, than 20%, the Company would withhold the individual income
trustees or other groups and organisations will be treated tax at the agreed-upon effective tax rate. For Individual H
as being held by non-resident enterprise shareholders and Shareholders who are residents of those countries without
therefore will be subject to the withholding of the corporate any taxation agreements with China or having agreements
income tax. Should any holder of H shares wish to change with China for personal income tax in respect of dividend of
their shareholder status, please consult their agent or trust 20% and other situations, the Company would withhold the
institution over the relevant procedures. The Company will individual income tax at a tax rate of 20%.
According to the regulation promulgated by the State domicile of an Individual H Shareholder is not the same as the
General Administration of Taxation of the PRC (Guo Shui Han Registered Address, the Individual H Shareholder shall notify
[2011] No.348), the Company is required to withhold and the share registrar of the Company’s H shares and provide
pay the individual income tax for its individual H shareholders relevant supporting documents on or before 4:30 p.m., June
(“Individual H Shareholders”) and the Individual H Shareholders 3, 2015 (address: Hong Kong Registrars Limited, 17M Floor,
are entitled to certain tax preferential treatments according Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong
to the tax agreements between those countries where the Kong). If the Individual H Shareholder does not provide the
Individual H Shareholders are residents and China and the relevant supporting documents to the share registrar of the
provisions in respect of tax arrangements between the Company’s H shares within the time period stated above,
mainland China and Hong Kong (Macau). The Company the Company will determine the country of domicile of the
would withhold and pay the individual income tax at the tax Individual H Shareholder based on the recorded Registered
rate of 10% on behalf of the Individual H Shareholders who Address on June 9, 2015.
071
Directors’ Report
The Company will not entertain any claims arising from the Northbound Trading Link and the rate of income tax on
and assume no liability whatsoever in respect of any delay in, dividends is less than 10%, as provided for in the tax treaty
or inaccurate determination of, the status of the shareholders between the country and the PRC, the enterprise or individual
of the Company or any disputes over the withholding and may personally, or entrust a withholding agent to, file an
payment of tax. application for the tax treatment under the tax treaty with
the competent tax authority of the Company. Upon review,
In accordance with the Circular on the Tax Policies the competent tax authority will refund tax based on the
concerning the Pilot Program of the Shanghai and Hongkong difference between the amount of tax having been collected
Stock Market Trading Interconnection Mechanism(《关於沪 and the amount of tax payable calculated at the tax rate as
072
2014 ANNUAL REPORT Directors’ Report
12. Land Value Appreciation Tax Save as disclosed above, none of the Directors,
Supervisors and their associates or any shareholder (who to
the knowledge of the Directors was holding 5% or more of
No land value appreciation tax was payable by the
the Company’s share capital) had any interest in any of the
Group during the year.
above-mentioned suppliers and customers.
13. Reserves
17. Repurchase, Sale or Redemption of
Securities
Details of changes to the reserves of the Company and
the Group for the year ended December 31, 2014 are set out
The Group did not sell any securities of the Company,
in Note 30 to the financial statements prepared in accordance
nor did it repurchase or redeem any of the securities of the
with IFRS in this annual report.
Company during the twelve months ended December 31,
2014.
14. Distributable Reserves
073
Directors’ Report
protection and maintaining social safety. Details of the innovation ability and its core competitiveness. The effect
performance of social responsibilities by the Company are of the Company’s innovation efforts as a driving force for
set forth in the Sustainability Report published on the website development was notable as strong support and leading
of Shanghai Stock Exchange. effect was achieved for the strategic development of the
primary operations of the Company.
The Company strived to fully implement the State’s and won one Grade 2 prize in the State’s Technological
technological development policy of “to make innovations Invention Award. As at December 31, 2014, the Company
independently, achieve breakthroughs for key items, provide owned a total of approximately 8,859 patents obtained in
support for development and lead the future”. In adherence China and overseas.
074
2014 ANNUAL REPORT Report of the Supervisory Committee
Dear Shareholders,
During the year 2014, the Supervisory Committee of the Company has performed and discharged its
duties and responsibilities conscientiously in accordance with the relevant provisions of the Company Law of
the People’s Republic of China and the Articles of Association of PetroChina Company Limited.
The Supervisory Committee held six meetings during the reporting period.
On March 18, 2014, the thirteenth meeting of the Fifth Session of the Supervisory Committee of the
Company was convened in Beijing and chaired by Mr. Guo Jinping, the chairman of the Supervisory Committee.
At this meeting, the Supervisory Committee reviewed and approved 8 proposals, namely, the Financial Report of
075
Report of the Supervisory Committee
2013, the Draft Profit Distribution Plan of 2013, the Report on On October 29, 2014, the third meeting of the Sixth
Assessment of the Results of Operations by the President’s Session of the Supervisory Committee was convened by way
Work Team for 2013 and the Formulation of President’s of written resolution. The Third Quarterly Report of 2014 was
Performance Contract for 2014, the Proposal for the reviewed and approved at the meeting.
Engagement of Overseas and Domestic Accounting Firms of
the Company for 2014, the Supervisory Committee’s Report 2. Supervisory Committee’s presence at
for 2013, the Proposal for the Election of Supervisors of the other meetings and performance of other
Company, the Supervisory Committee’s Work Summary works
for 2013 and Working Plan for 2014, the Sustainable
Development Report of the Company for 2013 and the
On May 22, 2014 and October 29, 2014, the Supervisory
Annual Report of the Company for 2013 and its Summary.
Committee attended the annual general meeting for the year
2013 and the 2014 extraordinary shareholders’ meeting of
On April 24, 2014, the fourteenth meeting of the Fifth the Company and submitted the Supervisory Committee’s
Session of the Supervisory Committee was convened by way Report for 2013, the Proposal for Engagement of Overseas
of written resolution. The First Quarterly Report of 2014 was and Domestic Accounting Firms for the Company for 2014
reviewed and approved at the meeting. and Authorization to the Board to Determine the Remuneratio,
the Proposal of Change of Session of the Supervisory
On May 22, 2014, the first meeting of the Sixth Session of Committee, and the Proposal for the Election of Supervisors
the Supervisory Committee of the Company was convened in of the Company, which were approved at the annual general
Beijing. The meeting reviewed and approved the Proposal of meeting.
Electing the Chairman of the Sixth Session of the Supervisory
Committee of the Board. Mr. Guo Jinping was elected as the The Supervisory Committee attended 5 meetings of
chairman of the new session of the Supervisory Committee the Board of Directors as non-voting attendee and heard
of the Company. the Board’s review of the proposals in relation to the Annual
Report of 2013 and the Interim Report of 2014 and their
On July 2, 2014, the work discussion meeting for the summaries, profit distribution, budget, investment plan,
second half of 2014 was convened in Beijing. The meeting connected transactions and the President’s Working Report.
was chaired by the temporary chariman of the Supervisory The Supervisory Committee presented five opinions to the
Committee. The meeting conducted research and made Board in respect of, inter alia, its review of the financial
arrangements for the work of the Supervisory Committee for statements of the Company, profit distribution plan (draft
the second half of 2014. plan), and the performance assessment of the President’s
Work Team.
076
2014 ANNUAL REPORT Report of the Supervisory Committee
and the Office of Supervisory Committee. The Supervisory resources, potential safety risks associated with pipelines
Committee reviewed and issued relevant opinions on, inter subject to surface load, improvements to be made in relation
alia, the Company’s financial affairs, profit distribution, to the environmental and safety work of refineries, and
connected transactions and assessment of the performance prevention of material offences in the field of sales. These
results of the President’s Work Team. rigorous efforts will help put an end once and for all to these
issues.
Further, the Supervisory Committee carried out the in auditing. The Supervisory Committee also supervised the
the standardized operation of the Supervisory Committee. obtain knowledge about the regulatory rules and measures of
The Measures contain clear provisions on the contents, the jurisdictions where the Company is listed, the Supervisory
requirements and appraisal of performance by supervisors Committee had the Supervisors attend two training sessions
of their duties and provide important guidance on the due on regulatory polices given by Beijing Securities Regulatory
performance of supervisory duties. Bureau in 2014 for listed companies within the jurisdiction of
Beijing Municipality and two training sessions organized in
Hong Kong by the Hong Kong and Macau Research Institute.
Secondly, research was done on special supervisory
subjects. It has not only caused an adverse social influence
but also raised a new subject for the regulation of the 3. Supervisory Committee’s opinion on the
Company that certain former officers of the Company were works of the Company
investigated. To effectively fulfill the supervisory role, the
Committee assigned different supervisors (based on their The Supervisory Committee believed that, in 2014,
respective work experience and expertise) to do specific despite the slow-down of national economic growth, the
research and provide research reports on such issues as restructuring of energy resources, the significant oil price
tunneling in external transactions, major potential safety drop and other adverse factors, the Company managed to
and environmental risks associated with customary non- fulfill its major business targets to a quite satisfactory extent
compliance in production, repeated non-compliance despite by faithfully carrying out the resolutions of the general meeting
of repeated investigation and punishment in business and the Board’s meetings, pushing forward reforms and
operation, tunneling in the joint ventures in up-stream innovations effectively, stressing the strategic transformation
077
Report of the Supervisory Committee
approach, strengthening business restructuring, which The annual financial reports of the Company have been
resulted in the domestic production of oil and gas rising to prepared in accordance with CAS and IFRS, respectively.
new heights, refineries being operated safely and smoothly, The financial reports audited by KPMG Huazhen and KPMG
the ability to cope with changes in the sales market of oil and Certified Public Accountants give a true and fair view on the
gas being enhanced steadily, and key projects progressing financial position, operating results and cash flows of the
as scheduled in an orderly way,which will bring great Company. The standard unqualified audit reports issued are
development potential for the Company. objective and fair.
4. Other matters reviewed or concerned by (3) Opinion of the Supervisory Committee on the
the Supervisory Committee acquisition and disposal of assets by the Company
In 2014, the Company firmly and effectively carried out should be placed on the control of risks in the acquisition of
an array of works by conscientiously following the laws and assets by the Company.
078
2014 ANNUAL REPORT Report of the Supervisory Committee
(6) Opinion of the Supervisory Committee on the issues than expcted, and further strengthed its sustainbility ability.
under supervision during the reporting period The Supervisory Committee agrees with the Sustainable
Report of the Company.
During the reporting period, the Supervisory Committee
was able to supervise matters to be supervised by it in
accordance with laws and regulations, which helped regulate In 2015, the Supervisory Committee will continue to
the activities of the Company. Meanwhile, given the fact that conscientiously perform its duties, and diligently completed
certain former officers were investigated, the Supervisory a range of tasks in strict compliance with Company Law of
Committee will further strengthen its supervision of the the People’s Republic of China, the Articles of Association of
performance of duties by the senior management personnel PetroChina Company Limited and other relevant regulations.
079
Directors, Supervisors, Senior
Management and Employees
(1) Directors
Number of Shares
Remuneration Whether
held in the Company
received from received
the Company remuneration As at As at
in 2014 from offices December December
Name Gender Age Position Term (RMB’000) held in CNPC 31, 2013 31, 2014
2014.05-
Zhou Jiping M 62 Chairman 2017.05 - Yes 0 0
Vice Chairman/ 2014.05-
Wang Dongjin M 52 President 2017.05 1,137 No 0 0
Non-Executive 2014.05-
Yu Baocai M 49 Director 2017.05 - Yes 0 0
Shen Non-Executive 2014.05-
Diancheng M 55 Director 2017.05 - Yes 0 0
Non-Executive 2014.05-
Liu Yuezhen M 53 Director 2017.05 - Yes 0 0
Executive Director/ 2014.05-
Liu Hongbin M 51 Vice President 2017.05 1,001 No 0 0
Independent Non- 2014.05-
Chen Zhiwu M 52 Executive Director 2017.05 228 No 0 0
Richard H. Independent Non- 2014.05-
Matzke M 77 Executive Director 2017.05 116 No 0 0
Independent Non- 2014.05-
Lin Boqiang M 57 Executive Director 2017.05 172 No 0 0
Independent Non- 2014.10-
Zhang Biyi M 61 Executive Director 2017.05 153 No 0 0
080
2014 ANNUAL REPORT Directors, Supervisors, Senior
Management and Employees
Note: Due to the expiration of his term of office on May 22, 2014, Mr Li Xinhua ceased to be a Director of the Company.
Due to the expiration of his term of office on May 22, 2014, Mr Wang Guoliang ceased to be a Director of the Company.
Due to the expiration of his term of office on May 22, 2014, Mr Liu Hongru ceased to be an independent non-executive Director of the
Company. The total remuneration received by Mr Liu Hongru from the Company for 2014 amounted to RMB153,000.
Due to the expiration of his term of office on May 22, 2014, Mr Franco Bernabè ceased to be an independent non-executive Director of the
Company. The total remuneration received by Mr Franco Bernabè from the Company for 2014 amounted to RMB111,000.
Due to the expiration of his term of office on May 22, 2014, Mr Li Yongwu ceased to be an independent non-executive Director of the
Company. The total remuneration received by Mr Li Yongwu from the Company for 2014 amounted to RMB161,000.
Due to the expiration of his term of office on May 22, 2014, Mr Cui Junhui ceased to be an independent non-executive Director of the
Company.
Mr Liao Yongyuan has tendered his resignation to the Board on March 17, 2015 and resigned from all his positions in the Company,
including non-executive Director and Vice Chairman, with immediate effect. For more details please see the announcement on resignation
of Director published on the website of the Shanghai Stock Exchange on March 17, 2015 (lin 2015-005).
081
Directors, Supervisors, Senior
Management and Employees
Yu Baocai, aged 49, is a Director of the Company and Liu Yuezhen, aged 53, is a Director of the Company
the deputy general manager of CNPC. Mr Yu is a senior and the chief accountant of CNPC. Mr Liu is a researcher-
engineer and holds a master’s degree. He has nearly 30 level senior accountant and holds a master’s degree. Mr Liu
years of working experience in China’s oil and petrochemical has nearly 35 years of working experience in the financial
industry. From September 1999, Mr Yu worked as the deputy and accounting industry. From March 1996, he served
general manager of PetroChina Daqing Petrochemical as the deputy general manager and chief accountant of
Company. From December 2001, he assumed the position AVIC Jianghan Aviation Life-saving Appliance Corporation.
as the general manager of PetroChina Daqing Petrochemical From February 2000, he served as the general manager of
Company. From September 2003, he undertook the position Jianghan Aviation Life-saving Appliance Corporation and
as general manager of PetroChina Lanzhou Petrochemical concurrently a director of 610 Research Institute. From May
Company. From September 2008, Mr Yu worked as the 2003, he served as the chairman of the board of directors
deputy general manager of CNPC. In February 2003, Mr Yu and general manager of AVIC Beijing Qingyun Aviation
was elected as a representative of the 10th National People’s Instruments Co., Ltd.. From November 2006, he served as
Congress of PRC. In February 2008, Mr Yu was elected as the chief accountant of CASIC (Group) Company. He has
a representative of the 11th National People’s Congress of served as the chief accountant of CNPC since December
PRC. From May 2011, Mr Yu has been appointed a Director 2013. From May 2014, Mr. Liu has been appointed a Director
of the Company. of the Company.
Shen Diancheng, aged 55, is a Director of the Company Liu Hongbin, aged 51, is a Director and Vice President
and the deputy general manager and safety director of of the Company, concurrently serving as a deputy general
CNPC. Mr Shen is a professor-level senior engineer and manager of CNPC. Mr Liu is a senior engineer and holds
holds a doctorate degree. Mr Shen has over 30 years of a bachelor’s degree. He has over 30 years of working
working experience in China’s petrochemical industry. He experience in China’s oil and gas industry. Mr Liu worked as
was appointed as the executive deputy general manager the vice president of Exploration & Development Research
of Daqing Refining and Chemical Branch Company in Institute of Yumen Petroleum Administration Bureau from
October 2000, general manager of Liaoyang Petrochemical May 1991, the head of the development division of Tuha
Branch Company in April 2002, general manager of Jilin Petroleum Exploration Headquarters from October 1994, the
Petrochemical Branch Company in November 2005, Vice chief engineer of Tuha Petroleum Exploration & Development
President of the Company in June 2007 and was concurrently Headquarters from June 1995, the deputy general manager
appointed as the general manger of Refinery and Chemical of PetroChina Tuha Oilfield Company from July 1999, the
Branch and Marketing Branch of the Company. Mr Shen commander of Tuha Petroleum Exploration & Development
became the general manager of Refinery and Chemical Headquarters from July 2000, the general manager of the
Branch of the Company in November 2007, and became planning department of the Company from March 2002
the deputy general manager of CNPC in April 2011. Mr Shen and the director of the planning department of CNPC from
ceased to be Vice President of the Company and the general September 2005. Mr Liu was appointed as Vice President of
manger of Refinery and Chemical Branch of the Company the Company in June 2007, and the general manager of the
in October 2011. Mr Shen became the safety director of Marketing Branch of the Company in November 2007. Mr Liu
CNPC in February 2012. From May 2014, Mr. Shen has been was appointed as the deputy general manager of CNPC in
appointed a Director of the Company. July 2013. Mr Liu has concurrently worked as an executive
director and general manager of Daqing Oilfield Company
Limited since August 2013. From May 2014, Mr. Liu has been
appointed a Director of the Company.
082
2014 ANNUAL REPORT Directors, Supervisors, Senior
Management and Employees
Chen Zhiwu, aged 52, is an independent non-executive member of the Council on Foreign Relations and the US-
Director of the Company. He is a tenured professor of finance Russia Business Council, a board member of the National
at the Yale School of Management and a distinguished Committee on United States-China Relations, a board
professor under the Chang Jiang Scholar Program at member of the Africa-America Institute, a member of the
the Tsinghua University School of Humanities and Social Advisory Board of the Center for Strategic and International
Sciences. Mr Chen received a bachelor of science degree Studies, and a counsel for the U.S. International Commerce
from Central South University of Technology (now the Central Chamber. Mr Matzke has been appointed an independent
South University), a master’s degree in engineering from the non-executive director of the Company from May 2014.
National University of Defense Technology of PRC and a
doctorate degree of finance from Yale University of the United Lin Boqiang, aged 57, is an independent non-executive
States. From June 1990, Mr Chen started his teaching career Director of the Company. He has a Ph.D in economics from
in the University of Wisconsin - Madison of the United States. the University of California at Santa Barbara, United States
From July 1995, he worked at the Ohio State University of the of America. Mr Lin was the principal economist (energy) of
United States and was promoted to associate professor of Asian Development Bank and is currently the associate dean
finance in 1997. From July 1999, Mr Chen became a tenured of New Huadu Business School, dean of China Institute for
professor of finance at the Yale School of Management. From Studies in Energy Policy of Xiamen University, director of 2011
May 2011, Mr Chen has been appointed an independent Collaborative Innovation Centre for Energy Economics and
non-executive Director of the Company. Energy Policy, director for China Centre for Energy Economics
Research and a doctoral tutor of Xiamen University. Mr Lin
Richard H. Matzke, aged 77, is an independent is a “Changjiang Scholar” distinguished professor of the
non-executive Director of the Company. He is now an Ministry of Education in 2008. Mr Lin is currently a vice
independent director of the board of directors and a member chairman of China Energy Society, a member of the National
of the human resources and compensation committee to the Energy Consultation Committee under the National Energy
board of directors of OAO Lukoil and a director of the board Commission, a member of the Energy Price Consultation
of directors of PHI Inc.. Mr Matzke obtained a bachelor’s Committee under the National Development and Reform
degree from Iowa State University, a master’s degree in Commission, a member of the Energy Partnership Advisory
geology from Pennsylvania State University, and a master’s and a vice chairman of the Global Agenda Council on energy
degree in business administration from St. Mary’s College. security of the World Economic Forum based in Davos,
Mr Matzke worked consecutively at the exploration, planning, Switzerland. Mr Lin has been appointed an independent
economic analysis and research department of Chevron Oil non-executive director of the Company from May 2014.
Company since 1961. Mr Matzke was elected vice president
of Chevron Chemical Company in 1979, named director of Zhang Biyi, aged 61, is an independent non-executive
Caltex Pacific Indonesia in 1982, appointed as the president director of the Company. Mr. Zhang is a senior accountant
of Chevron Canada Resources Ltd. in 1986, named president and graduated from the finance department of Xiamen
of Chevron Overseas Petroleum Inc., and was elected director University in February 1982. He worked successively as the
of Chevron Chemical Company in 1997. Mr Matzke has been head of the enterprise division, assistant to the director and
a director of Lukoil ever since his retirement from the board deputy director of the financial bureau in China Ship Industry
of directors of Chevron Oil Company in 2002 and had served Corporation. He was appointed as the deputy general
as the Chairman of the Strategy and Investment Committee. manager of China Shipbuilding Industry Corporation in July
Mr Matzke was chairman of the U.S. – Kazakhstan Business 1999. He worked as the deputy general manager and chief
Association and U.S. – Azerbaijan Business Association, a accountant of China Shipbuilding Industry Corporation from
083
Directors, Supervisors, Senior
Management and Employees
December 2004 to February 2014. He concurrently worked as been appointed an independent non-executive director of the
the general manager of China Shipbuilding Industry Company Company from October 2014.
Limited from March 2008 to January 2010. Mr Zhang has
(2) Supervisors
Note: Due to the expiration of his term of office on May 22, 2014, Mr Wang Daocheng ceased to be an independent Supervisor of the Company.
The total remuneration received by Mr Wang Daocheng from the Company for 2014 amounted to RMB112,000.
Due to the expiration of his term of office on May 22, 2014, Mr Fan Fuchun ceased to be an independent Supervisor of the Company. The
total remuneration received by Mr Fan Fuchun from the Company for 2014 amounted to RMB106,000.
Due to the expiration of his term of office on May 22, 2014, Mr Wang Guangjun ceased to be a Supervisor appointed by employees’
representatives of the Company. The total remuneration received by Mr Wang Guangjun from the Company for 2014 amounted to
RMB483,000.
Due to the needs of work, Mr Wang Lixin tendered his resignation to the Supervisory Committee and ceased to be a Supervisor of the
Company as from August 26, 2014.
Due to the change of work, Mr Li Luguang tendered his resignation to the Supervisory Committee and ceased to be a Supervisor appointed
by employee’s representatives of the Company as from August 26, 2014. The total remuneration received by Mr Li Luguang from the
Company for 2014 amounted to RMB529,000.
084
2014 ANNUAL REPORT Directors, Supervisors, Senior
Management and Employees
Brief biography of the Supervisors: safety, environment and energy conservation department of
CNPC since June 2012. In May 2014, he was appointed a
Guo Jinping, aged 57, is the chairman of the Supervisor of the Company. From July 2014, Mr Zhang has
Supervisory Committee of the Company, and concurrently the been the safety director of the Company and deputy safety
085
Directors, Supervisors, Senior
Management and Employees
department of CNPC from May 2011, the general manager of general manager of Changqing Oilfield Company since
M&A department of the Company and the general manager February 2008, the principal of Changqing Oilfield Company
of M&A department of CNPC from November 2013. In May since January 2014, and the general manager of Changqing
2014, Mr Jia was appointed a Supervisor of the Company. Oilfield Company and also the chief director of Changqing Oil
Exploration Bureau since July 2014. In October 2014 he was
Jiang Lifu, aged 51, is a Supervisor of the Company, appointed a Supervisor of the Company.
086
2014 ANNUAL REPORT Directors, Supervisors, Senior
Management and Employees
Liu Hehe, aged 51, is a Supervisor of the Company Company since April 2004 and became the general manager
appointed by its employees’ representatives and concurrently of PetroChina East China (Shanghai) Marketing Company in
the general manager of PetroChina Inner Mongolia Marketing December 2008. He was appointed as the general manager
Company. Mr Liu is a professor-level senior economist and of PetroChina Inner Mongolia Marketing Company from
holds a bachelor’s degree. He has nearly 30 years of working November 2009. From May 2011, Mr Liu was appointed as a
experience in China’s oil and petrochemical industry. He was Supervisor of the Company.
the general manager of PetroChina East China Marketing
Note: Due to transfer to another post, Mr Bo Qiliang ceased to be a vice president of the Company from April 26 2014. The total remuneration
received by Mr Bo Qiliang from the Company for 2014 amounted to RMB203,000.
087
Directors, Supervisors, Senior
Management and Employees
Brief Biography of the Senior Management: was appointed as deputy general manager of Exploration
and Production Company of the Company. In January 2005,
Sun Longde, aged 52, is a Vice President of the he was appointed as senior executive and deputy general
Company, and concurrently the director of CNPC Consulting manager of Exploration and Production Company of the
Centre. Mr Sun is a professor-level senior engineer and Company. In January 2006, he was appointed as the general
holds a doctorate degree. He has over 30 years of working manager of CNPC Exploration and Production Company. In
experience in China’s oil and geological industry. Mr Sun May 2008, Mr Zhao was appointed as a Vice President of
has been the deputy chief geologist of Xianhe Oil Extraction the Company and the general manager of the Exploration
Plant and deputy manager of Dongxin Oil Extraction Plant and Production Company of the Company. In August
of Shengli Petroleum Administration Bureau from January 2013, Mr Zhao was appointed to concurrently serve as the
1994, chief deputy director-general of Exploration Business general manager of the Changqing Oilfield Company and the
Department of Shengli Petroleum Administration Bureau director of Changqing Petroleum Exploration Bureau. He has
from April 1997, the manager of Exploration & Development concurrently served as a deputy general manager of CNPC
Zhao Zhengzhang, aged 58, is a Vice President of the general manager of PetroChina Pipelines Company
the Company and concurrently the general manager of the and in May 2002, concurrently as the general manager of
Exploration and Production Company of the Company and PetroChina West-East Natural Gas Transmission Pipelines
a deputy general manager of CNPC. Mr Zhao is a professor- Company. In November 2002, Mr Huang was appointed as
level senior engineer and holds a master’s degree. He has the general manager of PetroChina West-East Natural Gas
nearly 30 years of working experience in China’s oil and gas Transmission Pipelines Company. In December 2002, he was
industry. In June 1996, Mr Zhao was appointed as the deputy appointed as the general manager of PetroChina Natural Gas
director of the New Zone Exploration Department of China and Pipelines Company of the Company and the general
National Petroleum Company. In November 1996, he was manager of PetroChina West-East Natural Gas Transmission
appointed as deputy director of the Exploration Bureau of Pipelines Company. In February 2006, Mr Huang ceased to
China National Petroleum Company and director of the New be the general manager of PetroChina West-East Natural Gas
Zone Exploration Department. In October 1998, Mr Zhao was Transmission Pipelines Company. In May 2008, Mr Huang
appointed as deputy director of the Exploration Department of was appointed as the Chief Engineer of the Company and
CNPC. In September 1999, he was appointed as a member the general manager of PetroChina Natural Gas and Pipelines
of the Preparatory Group of Exploration and Production Company. From October 2011, he was appointed as a Vice
088
2014 ANNUAL REPORT Directors, Supervisors, Senior
Management and Employees
Xu Fugui, aged 57, is a Vice President of the Company from July 1993, the deputy general manager of Dalian West
and concurrently the general manager of Refining & Chemicals Pacific Petrochemical Co. Ltd. from May 1996, the general
Company of the Company. Mr Xu is a professor-level senior manager of Dalian West Pacific Petrochemical Co. Ltd. from
engineer and holds a doctorate degree. He has over 30 years August 1998. Mr Lin became the general manager of Refining
of working experience in the China’s oil and petrochemical & Marketing Company of the Company since December
industry. From November 1995, Mr Xu has worked as the 2002. Mr Lin has been appointed as the Chief Engineer of
deputy general manager of Dushanzi Petrochemical Plant of the Company since June 2007, and has been concurrently
Xinjiang Petroleum Administration Bureau. In July 1999, he was serving as the director of the Petrochemical Research Institute
appointed as the general manager of Dushanzi Petrochemical since February 2011.
Plant of Xinjiang Petroleum Administration Bureau. In
September 1999, he was appointed as the general manager Wang Lihua, aged 58, is a Vice President of the
of Dushanzi Petrochemical Company. From September 2011, Company, and concurrently an executive director and
Mr Xu was appointed as the general manager of Refining & principle of PertoChina International Co, Ltd. and the
Chemicals Company of the Company. From October 2011, he chairman of China National United Oil Corporation. Ms Wang
was appointed as a Vice President of the Company. is a professor-level senior economics and holds a master’s
degree. She has nearly 35 years of working experience in
Yu Yibo, aged 51, is the Chief Financial Officer of the China’s oil and petrochemical industry. From September 1997,
Company. Mr Yu is a professor-level senior accountant she was a deputy general manager of China National United
and holds a doctorate degree from the business school of Oil Corporation and then became the general manager of that
Hitotsubashi University in Japan. Mr Yu has nearly 20 years of company in October 1998. From February 2002, she also
experience in the China’s petroleum and gas industry. Mr Yu served as the general manager of PertoChina International
was the assistant to the President of China Petroleum Finance Co, Ltd.. From July 2006, she concurrently served as the
Company Limited from November 1998, a member of the security director of PertoChina International Co, Ltd (China
listing preparatory committee of China National Petroleum National United Oil Corporation). From November 2007,
Corporation from February 1999, the deputy general Ms Wang worked as the deputy chief economist of CNPC
manager of the Finance Department of the Company from and the general manager and safety director of PertoChina
November 1999, the deputy general manager of PetroChina International Co, Ltd (China National United Oil Corporation).
Dagang Oilfields Branch Company from March 2002, the From January 2009, she concurrently served as the executive
deputy general manager of the Finance Department of the director of PetroChina International Co, Ltd.. From June
Company from October 2002. Mr Yu is the general manager 2009, she ceased to concurrently act as the security director
of the Capital Operation Department of the Company since of PertoChina International Co, Ltd. (China National United
April 2003. He was a Supervisor of the Company from May Oil Corporation). From April 2012, she concurrently served
2008 to May 2011. From March 2013, he was appointed as as the security director of PetroChina International Co, Ltd.
the Chief Financial Officer of the Company. (China National United Oil Corporation). From June 2014,
she was appointed as a Vice President of the Company and
Lin Aiguo, aged 56, is the Chief Engineer of the ceased to be the deputy chief economist of CNPC. From
Company and concurrently the President of Petrochemical June 2014, she has concurrently served as the chairman of
Research Institute. Mr Lin is a professor-level senior engineer China National United Oil Corporation. From July 2014, she
and holds a college degree. He has over 30 years of working has concurrently served as head of PertoChina International
experience in China’s oil and petrochemical industry. Mr Co, Ltd and ceased to be the general manger and security
Lin has been the deputy manager and the standing deputy diretor of PertoChina International Co, Ltd (China National
089
Directors, Supervisors, Senior
Management and Employees
Wu Enlai, aged 54, is the Secretary to the Board of International Exploration & Development Company and the
Directors of the Company, and concurrently as an executive General Manager of China National Oil and Gas Exploration
director and general manager of PetroChina Hong Kong and Development Corporation since May 2014. Mr Lv was
Company Limited and a director and chairman of Kunlun appointed as Vice President of the Company in June 2014.
Energy Co., Ltd.. As a professorate senior engineer and a
master degree holder, Mr Wu has over 30 years of working 2. Election or Retirement of Directors
experience in China oil industry. Mr Wu served as the and Supervisors and the Appointment and
deputy director general of Tarim Petrochemical Engineering Removal of Senior Management
Construction Headquarters from August 1997, the deputy
director general of M&A department of China National
On May 22, 2014, the Company convened its 2013
Petroleum Corporation from August 2002 and the deputy
general meeting, at which the Proposal Regarding the Re-
general manager of China National Oil and Gas Exploration
election of the Board of Directors and the Proposal Regarding
and Development Corporation from January 2004. Mr Wu
the Re-election of the Supervisory Committee of the Company
was appointed as the head of the Preparatory Work Team
were approved.
for PetroChina Guangxi Petrochemical Company in May
2005, and served as its general manager since October
2005 and the head of Enterprise Coordination Team of The general meeting approved the election of Mr Zhou
the Company in Guangxi since September 2012. He was Jiping, Mr Liao Yongyuan, Mr. Wang Dongjing, Mr Yu Baocai,
appointed as the Secretary to the Board of Directors of the Mr Shen Diancheng, Mr Liu Yuezhen and Mr Liu Hongbin as
Company in November 2013. From December 2013, Mr Wu Directors of the Company and Mr Chen Zhiwu, Mr Richard H.
has concurrently served as an executive director and general Matzke and Mr Lin Boqiang as independent non-executive
manager of PetroChina Hong Kong Company Limited and a Directors of the Company. The sixth Board of Directors of the
director and chairman of Kunlun Energy Co., Ltd. Company shall consist of such Directors. Mr Li Xinhua and Mr
Wang Guoliang ceased to be Directors of the Company, and
Mr Liu Hongru, Mr Franco Bernabe, Mr Li Yongwu and Mr Cui
Lv Gongxun, aged 57, is a Vice President of the
Junhui ceased to be independent non-executive Directors of
Company, and concurrently the general manager of its
the Company.
overseas exploration branch company and the general
manager of China National Oil and Gas Exploration and
Development Corporation. Mr Lv is a professor-level senior The general meeting approved the election of Mr Wang
engineer and has over 35 years of working experience in Lixin, Mr Guo Jinping, Mr Li Qingyi, Mr Jia Yimin and Mr Zhang
China oil and gas industry. From October 2006, he was a Fengshan as Supervisors of the Company. Upon election by
deputy general manager and of the exploration branch the employees of the Company, Mr Li Luguang, Mr Yao Wei,
company. From September 2007, he was the general Mr Li Jiamin and Mr Liu Hehe became Supervisors appointed
manager of Turkmenistan Amul Natural Gas Company. From by the employees’ representatives of the Company. The
December 2008, Mr Lv served as the general manager of sixth Supervisory Committee of the Company shall consist of
PetroChina (Turkmenistan) Amul Natural Gas Company. Mr. such five Supervisors and four Supervisors appointed by the
Lv has been the General Manager of PetroChina International employees’ representatives. Mr Wang Guangjun ceased to be
(Kazakhstan) Co. Ltd., the General Manager of Trans-Asia a Supervisor appointed by the employees’ representatives,
Gas Pipeline Company Limited and the Director of Enterprises and Mr Wang Daocheng and Mr Fan Fuchun ceased to be
Coordination Group (Central Asia) since December 2012. Mr. independent Supervisors of the Company.
Lv was appointed as the General Manager of PetroChina
090
2014 ANNUAL REPORT Directors, Supervisors, Senior
Management and Employees
The Sixth Session of Board of Directors of the Company 3. Interests of Directors and Supervisors in
convened its first meeting on 22 May 2014, electing Mr Zhou the Share Capital of the Company
Jiping as the chairman and Mr Liao Yongyuan and Mr Wang
Dongjin as vice chairmen. Mr Liao Yongyuan ceased to be a
As at December 31, 2014, none of the Directors or
vice president of the Company.
Supervisors had any interest and short positions in any
shares, underlying shares or debentures of the Company or
The Sixth Session of Supervisory Committee of the any associated corporation within the meaning of Part XV of
Company convened its first meeting on 22 May 2014, the SFO required to be recorded in the register mentioned
electing Mr Guo Jinping as its chairman. under Section 352 of the SFO or as otherwise notifiable to
the Company and the Hong Kong Stock Exchange by the
As the relevant authority of the State recently issued a Directors and Supervisors pursuant to the Model Code.
rule that a secretary of the Party’s commission for inspecting
discipline should not concurrently hold any other position, Mr 4. Service Contracts of Directors and
Wang Lixin has resigned as a Supervisor of the Company Supervisors
with effect from August 26, 2014.
On June 23 2014, the Company convened the fourth 6. Remuneration Policy of the Senior
extraordinary meeting of the Board of Directors in 2014, Management
appointing Ms Wang Lihua and Mr Lv Gongxun as vice
presidents of the Company. Each member of the senior management of the
Company has entered into a performance agreement with the
Mr Liao Yongyuan has tendered his resignation to the Company. The Company’s senior management remuneration
Board on March 17, 2015 and resigned from all his positions policy links financial interests of the senior management with
in the Company, including non-executive Director and Vice the Group’s operating results.
Chairman, with immediate effect.
091
Directors, Supervisors, Senior
Management and Employees
As at December 31, 2014, the Group had 534,652 employees (excluding 319,346 temporary and seasonal staff) and
109,998 retired staff.
The number of employees for each of the segment as of December 31, 2014 is set out below:
* includes staff of the Company’s headquarters, specialised subsidiaries, Exploration & Development Research Institute, Planning & Engineering
Institute, Petrochemical Research Institute and other units.
The education levels of employees as at December 31, The employee structure by profession as at December
2014 are set out below: 31, 2014 is set out below:
092
2014 ANNUAL REPORT Directors, Supervisors, Senior
Management and Employees
8. Employee Remuneration Policy company strategy based on talent. It serves to increase the
calibre of its staff and its competitiveness and helps to build
a harmonious enterprise. Employee training of the Company
The Company has in place various equitable and
covers basic concepts, policies and regulations, knowledge
competitive remuneration systems to cater for different
required for a job position, safety awareness, cultural
positions. At regional companies, an annual salary system
knowledge and technical skills as a fundamental basis.
is adopted for the management, a positional wage system
In practice, training revolves around four comprehensive
for supervisory, professional and technical positions and a
programmes, namely, competences-building directed at
positional skill-based wage system for operators and workers.
the management, technical innovation at professional and
In addition, subsidies are offered to those who possess more
technical staff, skill enhancement at operators and workers
sophisticated technical and working skills. Each employee
and internationalisation of talent. These training efforts are
is remunerated according to the level of their job position,
multi-dimensional and diversified in approaches, which can
individual competence and contribution, and with changes in
better cater to the Company’s development requirements
the relevant factors, such remuneration will also be adjusted
and its needs for building high-calibre working teams.
in a timely manner.
093
Information on Crude Oil and Natural
Gas Reserves
Combined
Crude Oil Natural Gas (million barrels of oil
(million barrels) (billion cubic feet) equivalent)
Proved Developed and Undeveloped Reserves
Reserves as of December 31, 2012 (the basis date) 11,018.0 67,581.2 22,281.5
Revisions of previous estimates (124.0) (6,415.4) (1,193.1)
Extensions and discoveries 774.8 10,958.7 2,601.3
Improved recovery 84.4 - 84.4
Production for the year (932.9) (2,801.9) (1,400.0)
Reserves as of December 31, 2013 (the basis date) 10,820.3 69,322.6 22,374.1
Revisions of previous estimates (16.1) (2,707.4) (467.2)
Extensions and discoveries 645.6 7,511.1 1,897.4
Improved recovery 94.0 - 94.0
Sold (4.9) - (4.9)
Production for the year (945.5) (3,028.8) (1,450.4)
Reserves as of December 31, 2014 (the basis date) 10,593.4 71,097.5 22,443.0
Proved Developed Reserves
As of December 31, 2012 (the basis date) 7,395.7 31,606.5 12,663.4
Including: Domestic 7,016.4 31,244.1 12,223.7
Overseas 379.3 362.4 439.7
As of December 31, 2013 (the basis date) 7,219.6 32,813.1 12,688.5
Including: Domestic 6,801.3 32,123.2 12,155.2
Overseas 418.3 689.9 533.3
As of December 31, 2014 (the basis date) 7,253.5 35,823.9 13,224.2
Including: Domestic 6,816.2 35,061.1 12,659.8
Overseas 437.3 762.8 564.4
Proved Undeveloped Reserves
As of December 31, 2012 (the basis date) 3,622.3 35,974.8 9,618.1
Including: Domestic 3,202.6 35,202.0 9,069.6
Overseas 419.7 772.8 548.5
As of December 31, 2013 (the basis date) 3,600.7 36,509.5 9,685.6
Including: Domestic 3,175.8 35,961.3 9,169.4
Overseas 424.9 548.2 516.2
As of December 31, 2014 (the basis date) 3,339.9 35,273.6 9,218.8
Including: Domestic 2,919.3 34,774.4 8,715.0
Overseas 420.6 499.2 503.8
094
2014 ANNUAL REPORT Information on Crude Oil and Natural
Gas Reserves
The Company has set up the Reserve Evaluation Leading Group under which the Vice President responsible
for the upstream operation of the Company serves as the director of the Group.
In recent years, the Company promoted the qualification certification management of oil and gas reserve
evaluation and audit personnel, and has set up a team of reserve evaluators and auditors covering the
headquarters and companies in various regions which is responsible for reserve evaluation and audit for the
Company. Meanwhile, a specialised Reserve Administration Department is set up under the Exploration and
Production segment of the Company. The managerial personnel and staff of such department possess on
average more than 20 years of professional technical experience and over 10 years of experience in conducting
reserve estimation SEC Standards in the oil industry, and some of them are qualified as the national certified
professionals specialising in handling reserves matters. Reserve Management Committees and multi-disciplinary
Reserve Research Institutes have been set up at various regional companies. Technical professional in charge
of the reserve evaluation of the Company is Mr Zhang Junfeng, the Director of the Reserve Administration
Department of the Exploration and Production segment. Mr Zhang is a PhD in Geology. He has more than
15 years of working experience in the field of the exploration and development of oil and gas and has been
engaging in the reserve research and administration for a long period of time. Since 2009, he has been the
key technical professional in charge of monitoring the preparations for conducting reserve evaluation of the
Company and of handling the technical and management works relating to the evaluation of the oil and gas
reserves. Reserve Research Institutes at various regions are responsible for calculating the newly discovered
reserves and updating the estimates of the existing reserves. The evaluation results are subject to a two-level
review by the regional companies and the Exploration and Production branches, and will be finally determined
by the Reserve Evaluation Leading Group of the Company.
At the same time, the Company retains a third party independent evaluator which will, in accordance with
the SEC Standards prescribed by, conduct an independent evaluation of the proved reserves derived from
the annual evaluation conducted by the Company. The proved reserves evaluated by the third party will be
disclosed in accordance with the SEC requirements.
095
AUDITORS’ REPORT
毕马威华振审字第 1500559 号
We have audited the accompanying financial statements of PetroChina Company Limited (the “Company”), which
comprise the consolidated and company balance sheets as at December 31, 2014, the consolidated and company
income statements, the consolidated and company cash flow statements, the consolidated and company statements of
changes in equity for the year then ended, and notes to the financial statements.
The Company’s management is responsible for the preparation and fair presentation of these financial statements.
This responsibility includes: (1) preparing these financial statements in accordance with Accounting Standards for
Business Enterprises issued by the Ministry of Finance of the People’s Republic of China, and fairly presenting them; (2)
designing, implementing and maintaining internal control which is necessary to enable that the financial statements are
free from material misstatement, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our
audit in accordance with China Standards on Auditing for Certified Public Accountants. Those standards require that we
comply with China Code of Ethics for Certified Public Accountants, and plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on the auditors’ 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 auditors
consider internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to
design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness
of accounting policies used and the reasonableness of accounting estimates made by 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.
AUDITORS’ REPORT (CONTINUED)
毕马威华振审字第 1500559 号
Opinion
In our opinion, the financial statements present fairly, in all material respects, the consolidated and company’s
financial position of the Company as at December 31, 2014, and the consolidated and company’s financial performance
and the consolidated and company’s cash flows of the Company for the year then ended in accordance with the
requirements of Accounting Standards for Business Enterprises issued by the Ministry of Finance of the People’s
Republic of China.
Gong Weili
Non-current assets
Available-for-sale financial
assets 12 2,133 1,603 1,449 1,271
Long-term equity investments 13 116,570 116,289 365,681 320,849
Fixed assets 14 621,264 559,346 365,366 422,676
Oil and gas properties 15 880,482 801,083 586,889 535,733
Construction in progress 17 240,340 282,325 123,608 154,378
Construction materials 16 5,200 5,762 3,070 4,218
Intangible assets 18 67,489 62,592 52,186 49,131
Goodwill 19 7,233 7,225 - 119
Long-term prepaid expenses 20 28,727 26,424 23,131 22,966
Deferred tax assets 33 14,995 11,226 10,331 9,163
Other non-current assets 29,635 37,176 14,286 18,908
Total non-current assets 2,014,068 1,911,051 1,545,997 1,539,412
098
FINANCIAL STATEMENTS
Non-current liabilities
Long-term borrowings 31 298,803 211,708 212,830 169,775
Debentures payable 32 71,498 91,154 71,000 91,000
Provisions 29 109,154 94,531 72,999 61,291
Deferred tax liabilities 33 15,824 15,087 - -
Other non-current liabilities 12,508 14,127 5,230 4,773
Total non-current liabilities 507,787 426,607 362,059 326,839
Shareholders’ equity
Share capital 34 183,021 183,021 183,021 183,021
Capital surplus 35 115,492 115,552 127,830 127,888
Special reserve 10,345 8,922 7,027 6,398
Other comprehensive income 49 (19,725) (13,832) 460 (49)
Surplus reserves 36 184,737 175,051 173,645 163,959
Undistributed profits 37 702,140 664,136 608,423 580,720
Equity attributable to equity
holders of the Company 1,176,010 1,132,850 1,100,406 1,061,937
Non-controlling interests 38 141,750 137,058 - -
Total shareholders’ equity 1,317,760 1,269,908 1,100,406 1,061,937
099
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
100
FINANCIAL STATEMENTS
101
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
102
FINANCIAL STATEMENTS
103
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
Total
Other share-
Share Capital Special comprehen- Surplus Undistributed holders’
Items capital surplus reserve sive income reserves profits equity
Balance at January 1, 2013 183,021 127,877 7,080 259 150,523 511,270 980,030
Changes in the year of 2013
Total comprehensive income - - - (308) - 134,356 134,048
Special reserve – safety fund
Appropriation - - 5,825 - - - 5,825
Utilisation - - (6,507) - - 1,986 (4,521)
Profit distribution
Appropriation to surplus
reserves - - - - 13,436 (13,436) -
Distribution to shareholders - - - - - (53,470) (53,470)
Other - 11 - - - 14 25
Balance at December 31,
2013 183,021 127,888 6,398 (49) 163,959 580,720 1,061,937
Balance at January 1, 2014 183,021 127,888 6,398 (49) 163,959 580,720 1,061,937
Changes in the year of 2014
Total comprehensive income - - - 509 - 96,864 97,373
Special reserve – safety fund
Appropriation - - 6,160 - - - 6,160
Utilisation - - (5,669) - - - (5,669)
Profit distribution
Appropriation to surplus
reserves - - - - 9,686 (9,686) -
Distribution to shareholders - - - - - (59,475) (59,475)
Other - (58) 138 - - - 80
Balance at December 31,
2014 183,021 127,830 7,027 460 173,645 608,423 1,100,406
104
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2014
(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 former State Economic and Trade Commission of the People’s Republic of China (“China” or “PRC”).
CNPC restructured (“the Restructuring”) and injected its core business 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 (i) the exploration, development and production and marketing of crude oil
and natural gas; (ii) the refining of crude oil and petroleum products, production and marketing of primary petrochemical
products, derivative petrochemical products and other chemical products; (iii) the marketing of refined products and
trading business; and (iv) the transmission of natural gas, crude oil and refined products and the sale of natural gas. The
principal subsidiaries of the Group are listed in Note 6(1).
The financial statements were approved by the Board of Directors on March 26, 2015.
2 BASIS OF PREPARATION
The financial statements of the Group are prepared in accordance with Accounting Standards for Business
Enterprises issued by the Ministry of Finance (the “MOF”) and other regulations issued thereafter (hereafter referred to as
the “Accounting Standard for Business Enterprises”, “China Accounting Standards” or “CAS”). The financial statements
have been prepared on the going concern basis.
The consolidated and the Company’s financial statements for the year ended December 31, 2014 truly and
completely present the financial position of the Group and the Company as of December 31, 2014 and their financial
performance and their cash flows for the year then ended in compliance with the Accounting Standards for Business
Enterprises.
These financial statements also comply with the disclosure requirements of “Regulation on the Preparation of
Information Disclosures of Companies Issuing Public Shares, No.15: General Requirements for Financial Reports” revised
by the China Securities Regulatory Commission (“CSRC”) in 2014.
105
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
The accounting period of the Group starts on January 1 and ends on December 31.
The Company takes the period from the exploration or acquisition of the crude oil, natural gas and other assets for
exploring, transporting and processing and etc. to their realisation in cash and cash equivalent as a normal operating
cycle.
The recording currency of the Company and most of its subsidiaries is Renminbi (“RMB”). The Group’s consolidated
financial statements are presented in RMB.
Generally are measured at historical cost unless otherwise stated at fair value, net realisable value or present value
of the estimated future cash flow expected to be derived.
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 profit or loss except for those arising from foreign currency specific borrowings for the acquisition, construction of
qualifying assets in connection with capitalisation of borrowing costs. 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. The effect of exchange rate changes on cash is presented separately in the
cash flow statement.
106
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2014
(All amounts in RMB millions unless otherwise stated)
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 approximate exchange rates at the date of the transactions. The currency translation
differences resulted from the above-mentioned translations are recognised as other comprehensive income. The cash
flows of overseas operations are translated into RMB at the approximate exchange rates at the date of the transactions.
The effect of exchange rate changes on cash is presented separately in the cash flow statement.
Cash and cash equivalents refer to all cash on hand and deposit held at call with banks, 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.
Financial assets are classified into the following categories at initial recognition: financial assets at fair value through
profit or loss, 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 has principally receivables, available-for-
sale financial assets and limited financial assets at fair value through profit or loss. The detailed accounting policies for
receivables, available-for-sale financial assets and financial assets at fair value through profit or loss held by the Group are
set out below:
(i) Receivables
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.
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.
107
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
Financial assets at fair value through profit or loss are mainly financial assets held for the purpose of selling in the
short term. They are presented as financial assets held for trading on the balance sheet. Derivatives are also categorized
as held for trading unless they are designated as hedges.
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 financial assets at fair value through profit or loss
are recorded in profit or loss when acquired. Related transaction costs of 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.
Financial assets at fair value through profit or loss and 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. Receivables are stated at amortised costs using the effective
interest method.
Changes in the fair values of available-for-sale financial assets are recorded into other comprehensive income
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 profit or loss. The interest of the available-for-sale debt instruments
calculated using the effective interest method is recognised as investment income. The cash dividends declared by
the investee on available-for-sale investments in equity instruments are recognised as investment income, which is
recognised in profit or loss for the period.
The Group assesses the carrying amount of receivables and available-for-sale 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 flows (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.
108
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2014
(All amounts in RMB millions unless otherwise stated)
When there is objective evidence that available-for-sale financial assets is impaired, 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 recognition, the previously recognised impairment
losses shall be reversed, and recognised in profit or loss. For an investment in an equity instrument classified as available-
for-sale on which impairment losses have been recognised, any subsequent increases in its fair value shall be directly
recognised in other comprehensive income. The impairment loss on an investment in unquoted equity instrument whose
fair value cannot be reliably measured is not reversed.
Financial liabilities are classified into the following categories at initial recognition: financial liabilities at fair value
through profit or loss and other financial liabilities. Financial liabilities of the Group primarily comprise payables, loans and
debentures payable classified as other financial liabilities.
Payables, including accounts payable, other payables, etc. are initially recognised at fair value, and subsequently
measured at amortised costs using the effective interest method.
Loans and debentures payables are initially recognised at fair value less transaction costs, and subsequently
measured at amortised costs using the effective interest method.
Other financial liabilities with terms of one year or less than one year are presented as current liabilities; other
financial liabilities with terms more than one year but due within one year (including one year) from the balance sheet date
are presented as current portion of non-current liabilities; others are presented as non-current liabilities.
A financial liability may not be derecognised, in all or in part, until the present obligations of financial liabilities are all,
or partly, dissolved. The difference between the carrying amount of the financial liability at the point of derecognition and
the consideration paid shall be included in profit or loss.
Regarding financial instruments, for which there is an active market, fair value is the price that would be received to
sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
If there is no active market for a financial instrument, valuation techniques shall be adopted to determine the fair value.
When measuring fair value, the Group takes into account the characteristics of the particular asset or liability (including
the condition and location of the asset and restrictions, if any, on the sale or use of the asset) that market participants
would consider when pricing the asset or liability at the measurement date, and uses valuation techniques that are
appropriate in the circumstances and for which sufficient data and other information are available to measure fair value.
Valuation techniques mainly include the market approach, the income approach and the cost approach.
109
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
(8) Inventories
Inventories include crude oil and other raw materials, work in progress, finished goods and turnover materials, and
are measured 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 crude oil, other raw materials, direct labour and production overheads allocated
based on normal operating capacity. Turnover materials include low cost consumables and packaging materials. Low
cost consumables are amortised with graded amortisation method and packaging materials are expensed off in full.
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.
Long-term equity investments comprise the Company’s equity investments in subsidiaries, and the Group’s equity
investments in joint ventures and associates.
Long-term equity investments acquired through business combinations: For a long-term equity investment acquired
through a business combination under common control, the proportionate share of the carrying value of shareholders’
equity of the combined entity in the consolidated financial statements of the ultimate controlling party shall be treated
as cost of the investment on the acquisition date. For a long-term equity investment acquired through a business
combination not under common control, the acquisition costs paid shall be treated as the cost of the investment on
acquisition date.
Long-term equity investments acquired through other than business combinations: For an acquisition settled in
cash, the initial cost of investment shall be the actual cash consideration paid. For an acquisition settled by the issuance
of equity securities, the initial cost of investment shall be the fair value of equity securities issued.
(a) Subsidiaries
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 the income statement.
110
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2014
(All amounts in RMB millions unless otherwise stated)
Joint ventures are arrangements whereby the Group and other parties have joint control and rights to the net assets
of the arrangements. Associates are those in which the Group has significant influence over the financial and operating
policies.
The term “joint control” refers to the contractually agreed sharing of control of an arrangement, which exists only
when decisions about the relevant activities (activities with significant impact on the returns of the arrangement) require
the unanimous consent of the parties sharing control.
The term “significant influence” refers to the power to participate in the formulation of financial and operating policies
of an enterprise, but not the power to control, or jointly control, the formulation of such policies with other parties.
The investments in joint ventures and associates are 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 profit or loss 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 and other
comprehensive income is recognised as investment income or losses and other comprehensive income respectively.
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 as provisions, 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, other comprehensive income and profit distribution should be proportionately recognised in the Group’s
equity, 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.
For investments in subsidiaries, joint ventures and associates, if the recoverable amount is lower than its carrying
amount, the carrying amount shall be written down to the recoverable amount (Note 4(16)). After an impairment loss has
been recognised, it shall not be reversed in future accounting periods for the part whose value has been recovered.
111
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
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
profit or loss during the financial period in which they are incurred.
Fixed assets are depreciated using the straight-line method based on the balance of 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 net value lessening the impairment recognised over their remaining
useful lives.
The estimated useful lives, estimated residual value ratios and annual depreciation rates of the fixed assets are as
follows:
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(16)).
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 profit or loss in the disposal period.
Oil and gas properties include the mineral interests in properties, wells and related facilities arising from oil and gas
exploration and production activities.
112
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2014
(All amounts in RMB millions unless otherwise stated)
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 profit or
loss.
The Ministry of Land and Resources in China issues production licenses to applicants on the basis of the reserve
reports approved by relevant authorities.
The oil and gas properties are amortised at the field level based on the unit of production method except for the
mineral interests in unproved properties which are not subjected to depletion. Unit of production rates are based on oil
and gas reserves estimated to be recoverable from existing facilities based on the current terms of production licenses.
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(16)).
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 profit or loss. 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 profit or loss. 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 recorded in profit or loss.
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 non-drilling exploration costs are recorded in profit or loss
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 economically proved reserves are the estimated quantities
of crude oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable
certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic
conditions, operating methods, and government regulation before the time at which contracts providing the right to
operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether the estimate is a
deterministic estimate or probabilistic estimate.
113
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
Intangible assets include land use rights and patents, etc., and are initially recorded at 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 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
over their estimated useful lives.
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(16)). The estimated useful years and amortisation method of the intangible assets
with finite useful life are reviewed, and adjusted if appropriate, at each financial year-end.
Research expenditure incurred is recognised as an expense. Costs incurred on development projects shall not be
capitalised unless they satisfy the following conditions simultaneously:
· In respect of the technology, it is feasible to finish the intangible asset for use or sale;
· W ith the support of sufficient technologies, financial resources and other resources, it is able to finish the
development of the intangible asset, and it is able to use or sell the intangible asset; and
· The costs attributable to the development of the intangible asset can be reliably measured.
Costs incurred on development projects not satisfying the above conditions shall be recorded in profit or loss of
the current period. Costs incurred on development recorded in profit or loss in previous accounting periods shall not be
re-recognised as asset in future accounting periods. Costs incurred on development already capitalised shall be listed
as development expenditure in the balance sheet, which shall be transferred to intangible asset from the date when the
expected purposes of use are realised.
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.
114
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2014
(All amounts in RMB millions unless otherwise stated)
Fixed assets, oil and gas properties except for mineral interests in unproved properties, intangible assets with
finite useful life 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 goodwill presented separately in financial statements should be subject to impairment assessment at least
on an annual basis regardless whether there exists any indicators of impairment. Where the impairment assessment
indicates that, for the cash-generating unit (that includes the allocated goodwill), the recoverable amount is lower than the
carrying value, then an impairment loss will be recorded.
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.
Borrowing costs incurred that are directly attributable to the acquisition and construction of fixed assets and oil
and gas properties, 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.
For a borrowing taken specifically for the acquisition or construction activities for preparing fixed asset and oil and
gas property eligible for capitalisation, the to-be-capitalised amount of interests shall be determined according to the
actual costs incurred less any income earned on the unused borrowing fund as a deposit in the bank or as a temporary
investment.
115
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
Where a general borrowing is used for the acquisition or construction of fixed asset and oil and gas property eligible
for capitalisation, the Group shall calculate and determine the to-be-capitalised amount of interests on the general
borrowing by multiplying the part of the accumulative asset disbursements in excess of the weighted average asset
disbursement for the specifically borrowed fund by the weighted average actual rate of the general borrowing used. The
actual rate is the rate used to discount the future cash flow of the borrowing during the expected existing period or the
applicable shorter period to the originally recognised amount of the borrowing.
Employee wages or salaries, bonuses, social security contributions such as medical insurance, work injury
insurance, maternity insurance and housing fund, measured at the amount incurred or at the applicable benchmarks and
rates, are recognised as a liability as the employee provides services, with a corresponding charge to profit or loss or
included in the cost of assets where appropriate.
Pursuant to the relevant laws and regulations of the People’s Republic of China, the Group participated in a
defined contribution basic pension insurance in the social insurance system established and managed by government
organisations. The Group has similar defined contribution plans for its employees in its overseas operations. The Group
makes contributions to basic pension insurance plans based on the applicable benchmarks and rates stipulated by the
government. Basic pension insurance contributions are recognised as part of the cost of assets or charged to profit or
loss as the related services are rendered by the employees.
In addition, the Group joined the corporate annuity plan approved by relevant PRC authorities. Contribution to the
annuity plan is charged to expense as incurred.
The Group has no other material obligation for the payment of pension benefits associated with schemes beyond
the contributions described above.
(19) Provisions
Provisions for 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 flows. The increase in the discounted
amount of the provision arising from the passage of time is recognised as interest expense.
116
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2014
(All amounts in RMB millions unless otherwise stated)
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 profit or loss when occurred.
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 profits (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 liabilities are recognised for taxable temporary differences arising from investments in subsidiaries,
associates and joint ventures, 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. Deferred tax assets are
recognised for deductible temporary differences arising from investments in subsidiaries, associates and joint ventures,
to the extent that, and only to the extent that, it is probable that the temporary differences will reverse in the foreseeable
future and taxable profit will be available against which the temporary differences can be utilised.
Deferred tax assets and liabilities which meet the following conditions shall be presented on a net basis:
· Deferred tax assets and liabilities are related to the income tax of the same entity within the Group levied by the
same authority;
· This entity is legally allowed to settle its current tax assets and liabilities on a net basis.
117
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
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
discounts and returns.
Revenue is recognised when specific criteria have been met for each of the Group’s activities as described below:
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.
The Group recognises its revenue from rendering of services under the percentage-of-completion method. Under
the percentage-of-completion method, revenue is recognised based on the costs incurred to date as a percentage of the
total estimated costs to be incurred.
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.
(22) Leases
Leases that transfer substantially all the risks and rewards incidental to ownership of assets are classified as finance
lease; other leases are operating leases. The Group has no significant finance lease.
Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the
lease.
Dividend distribution is recognised as a liability in the period in which it is approved by a resolution of shareholders’
general meeting.
118
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2014
(All amounts in RMB millions unless otherwise stated)
The net assets obtained by the acquirer are measured based on their carrying value in the consolidated financial
statement of the ultimate controlling party at the combination date. 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 profit or loss when incurred. The
transaction costs of the equity securities or debt securities issued which are attributable to the business combination are
recorded in the initial recognition costs when acquired.
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 profit or loss.
Costs which are directly attributable to the business combination are recorded in profit or loss when incurred. The
transaction costs of the equity securities or debt securities issued which are attributable to the business combination are
recorded in the initial recognition costs when acquired.
The scope of consolidated financial statements includes the Company and its subsidiaries controlled by the
company. Control exists when the Group has all the following: power over the investees; exposure, or rights to variable
returns from its involvement with the investees and has the ability to affect those returns through its power over the
investee. When assessing whether the Group has power, only substantive rights (held by the Group and other parties) are
considered.
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. Subsidiaries acquired through business combination under common
control are consolidated from the day when they are under common control with the Company of the ultimate controlling
party, and their net profit earned before the combination date shall be presented separately in the consolidated income
statement.
119
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
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.
All material intercompany balances, transactions and unrealised gains within the Group are eliminated upon
consolidation. The portion of the shareholders’ equity or net profit of the subsidiaries that is not attributable to the
Company is treated as non-controlling interests and total comprehensive income and presented separately within
shareholders’ equity in the consolidated balance sheet or within net profit and total comprehensive income in the
consolidated income statement.
The Group determines its operating segments based on its organisational structure, management requirements and
internal reporting system. On the basis of these operating segments, the Group determines the reporting and disclosure
of segmental information.
An operating segment refers to a component of the Group that simultaneously meet the following criteria: (1) the
component can generate revenue and incur expenses in ordinary activities; (2) the component’s operating results can
be regularly reviewed by the Group’s management to make decisions about resource allocation to the component and
assess its performance; (3) the Group can obtain financial information relating to the financial position, operating results
and cash flows, etc. of the component. When two or more operating segments exhibit similar economic characteristics
and meet certain requirements, the Group may aggregate these operating segments into a single operating segment.
The Group also discloses total external revenue derived from other regions outside mainland China and the total
non-current assets located in other regions outside mainland China.
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:
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 income
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. 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, etc.
120
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2014
(All amounts in RMB millions unless otherwise stated)
(b) Estimation of impairment of fixed assets and oil and gas properties
Fixed assets and 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 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 taking into account current economic conditions. Favourable changes to
some assumptions, or not updating assumptions previously made, may allow the Group to avoid the need to impair any
assets, whereas unfavourable changes may cause the assets to become impaired.
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 and estimates of discount rates. 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.
The Company has adopted the following new and amended standards issued by the MOF since July 1, 2014:
(i) Accounting Standards for Business Enterprises No. 2 – Long-term Equity Investments (“CAS 2 (2014)”)
(ii) Accounting Standards for Business Enterprises No. 9 – Employee Benefits (“CAS 9 (2014)”)
(iii) Accounting Standards for Business Enterprises No. 30 – Presentation of Financial Statements (“CAS 30 (2014)”)
(iv) Accounting Standards for Business Enterprises No. 33 – Consolidated Financial Statements (“CAS 33 (2014)”)
(v) Accounting Standards for Business Enterprises No. 39 – Fair Value Measurement (“CAS 39”)
(vi) Accounting Standards for Business Enterprises No. 40 – Joint Arrangements (“CAS 40”)
(vii)Accounting Standards for Business Enterprises No. 41 – Disclosure of Interests in Other Entities (“CAS 41”)
In addition, the Company has adopted Accounting Rules on Classification between Financial Liabilities and
Equity Instruments as well as the Related Accounting Treatment (“Cai Kuai [2014] No. 13”) since March 17, 2014 and
Accounting Standards for Business Enterprises No. 37 – Financial Instruments: Presentation and Disclosures (“CAS 37
(2014)”) issued by the MOF in the 2014 annual financial statements.
121
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
The significant accounting policies after adopting the above Accounting Standards for Business Enterprises are
summarised in Note 4.
Impacts of the adoption of the accounting standards mentioned above are discussed below:
CAS 2 (2014) revised some requirements with respect to the scope, recognition and measurement of long-
term equity investments, and the disclosure requirements have been stipulated in CAS 41. The Group has reassessed
the effect of the revisions and concluded that the revisions do not have any material impact on the Group’s financial
statements (including current and comparative periods).
According to the requirements in CAS 9 (2014) with respect to the classification, recognition and measurement
of short-term employee benefits, post-employment benefits, termination benefits and other long-term employee
benefits, the Group has reviewed the treatments for current employee compensation and changed its accounting policy
accordingly. The adoption of CAS 9 (2014) does not have any material impact on the financial position and the financial
results of the Group.
In accordance with CAS 30 (2014), the Group has modified the presentation of its financial statements, including
presenting separately the items of other comprehensive income that would be reclassified to profit or loss in the future if
certain conditions are met from those that would never be reclassified to profit or loss in its income statement.
CAS 33 (2014) introduces a single control model to determine whether an investee should be consolidated, by
focusing on whether the Group has power over the investee, exposure or rights to variable returns from its involvements
with the investee and ability to use its power to affect those returns. As a result of the adoption of CAS 33 (2014), the
Group has changed its accounting policy with respect to determining whether it has control over and consequently
whether it consolidates an investee.
The adoption of CAS 33 (2014) does not change consolidation scope of the Group as at July 1, 2014.
122
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2014
(All amounts in RMB millions unless otherwise stated)
CAS 39 redefines fair value, establishes a single framework for fair value measurement and revises the requirements
for fair value disclosures. The adoption of CAS 39 does not have any material impact on the fair value measurements of
the Group’s assets and liabilities.
Before adopting CAS 40, the Group classified its interests in joint arrangements into jointly controlled operations,
jointly controlled assets or jointly-controlled enterprises. Under CAS 40, the Group has classified its interests in joint
arrangements as either joint operations or joint ventures. When making this assessment, the Group considered
the structure of the arrangements, the legal form, the contractual terms of the arrangements and other facts and
circumstances.
As a result of the adoption of CAS 40, the Group has changed its accounting policy with respect to its interests in
joint arrangements and reassessed its involvement in its joint arrangements. The adoption of CAS 40 does not have any
material impact on the financial position and the financial results of the Group.
CAS 41 modifies and specifies disclosure requirements relevant to an enterprise’s interests in subsidiaries, joint
arrangements and associates. The Group has provided disclosures accordingly in related notes in accordance with this
standard.
(viii) Classification between financial liabilities and equity instruments and the presentation and disclosures
of financial instruments
Cai Kuai [2014] No. 13 provided guidance on the classification of financial liabilities and equity instruments. The
adoption of Cai Kuai [2014] No. 13 does not have any material impact on the Group’s financial statements (including
current and comparative periods).
CAS 37 (2014) provided further guidance on the offsetting of a financial asset and a financial liability and revised
the disclosure requirements for financial instruments. The offsetting guidance does not have any material impact on the
presentation of the Group’s financial statements.
123
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
5 TAXATION
The principal taxes and related tax rates of the Group are presented as below:
Value Added Tax (the “VAT”) 6%, 11%, 13% or Based on taxable value added amount. Tax payable is
17% calculated using the taxable sales amount multiplied
by the applicable tax rate less current period’s
deductible VAT input.
Resource Tax 5% or 6% Based on the revenue from sales of crude oil and
natural gas.
Business Tax 3% Based on income generated from transportation of
crude oil and natural gas.
Consumption Tax Based on quantities Based on sales quantities of taxable products. RMB
1.0, 1.12 or 1.4 yuan per litre for unleaded gasoline,
naphtha, solvent oil and lubricant. RMB 0.8, 0.94 or
1.1 yuan per litre for diesel and fuel oil.
On November 16, 2011, the MOF, State Administration of Taxation of the PRC (the “SAT”) implemented the ‘Change
of Business Tax to Value Added Tax Pilot Program’ (“Pilot Program”), which set out detailed related implementation
guidance and fundamental principles. Accordingly, the Pilot Program was applicable to the transportation and certain
modern service industries in Shanghai and Beijing from January 1, 2012 and September 1, 2012, respectively in respect
of which VAT was levied in lieu of Business Tax, and was applicable nationally from August 1, 2013. Part of the Group’s
pipeline transmission services and research and development and technical services were subject to VAT rate of 11%
and 6% in succession.
Pursuant to the Circular jointly issued by the MOF, the General Administration of Customs of the PRC and the State
Administration of Taxation of the PRC (the “SAT”) on Issues Concerning a Proportionate Refund of VAT on Imported
Natural Gas between 2011 and 2020 as well as Natural Gas Imported from Central Asia before the end of 2010 (Cai
Guan Shui [2011] No.39), if the price of imported natural gas under any state-sanctioned natural gas import program is
higher than the selling price fixed by the State, the VAT as paid by the Group on imported natural gas (including LNG)
under the above program is refunded on a pro-rata basis by reference to the extent of the import price above the selling
price fixed by the State.
124
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2014
(All amounts in RMB millions unless otherwise stated)
Pursuant to Order 605 of the State Council in respect of its Decision on the Amendments of the Provisional
Regulations Governing Resource Tax of the PRC, resource tax on crude oil and natural gas payable by entities or
individuals who extract crude oil and natural gas in the territory and waters over which the PRC has jurisdiction shall be
imposed on ad valorem basis at 5% to 10% with effect from November 1, 2011. Pursuant to Order 66 jointly issued by
the MOF and SAT in respect of the Implementation Rules under the Provisional Regulations Governing Resource Tax of
the PRC, the tax rate applicable to crude oil and natural gas shall be 5%. In accordance with the Circular issued by the
SAT on Issues Concerning Adjustment for Resource Tax on Crude Oil and Natural Gas (Cai Shui [2014] No. 73), Since
December 1, 2014, the rate of compensation fee of crude oil, natural gas and mineral resources decreased to zero, and
the related resource tax rate increased from 5% to 6%.
In accordance with the Notice on Raising the Refined Oil Consumption Tax (Cai Shui [2014] No. 94) jointly issued
by the MOF and the SAT, the unit amount of the consumption tax on gasoline, naphtha, solvent oil and the lubricating oil
and that on diesel, fuel oil is raised from RMB 1.0 yuan per litre to RMB 1.12 yuan per litre and from RMB 0.8 yuan per
litre to RMB 0.94 yuan per litre, respectively, commencing from November 29, 2014. In accordance with the Notice on
Further Raising the Refined Oil Consumption Tax (Cai Shui [2014] No. 106) jointly issued by the MOF and the SAT, the
unit amount of the consumption tax on gasoline, naphtha, solvent oil and the lubricating oil and that on diesel, fuel oil is
raised from RMB 1.12 yuan per litre to RMB 1.4 yuan per litre and from RMB 0.94 yuan per litre to RMB 1.1 yuan per
litre, respectively, commencing from December 13, 2014. Collection of tax on jet fuel continues to be suspended.
In accordance with the Circular jointly issued by the MOF, the General Administration of Customs of the PRC and
the SAT on Issues Concerning Tax Policies for In-depth Implementation of Western Development Strategy (Cai Shui
[2011] No. 58), the corporate income tax for the enterprises engaging in the encouraged industries in the Western China
Region is charged at a preferential corporate income tax rate of 15% from January 1, 2011 to December 31, 2020.
Certain branches and subsidiaries of the Company in the Western China Region obtained the approval for the use of the
preferential corporate income tax rate of 15%.
Pursuant to the Notice from the MOF on the Increase of the Threshold of the Crude Oil Special Gain Levy (Cai Qi
[2011] No. 480), the threshold of the crude oil special gain levy shall be US$55, which have 5 levels and is calculated and
charged according to the progressive and valorem rates on the excess amounts from November 1, 2011.
125
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
(i) The Company consolidated the financial statements of the entity because the Company controls the entity, decides the entity’s
financial and operating policies, and has the authority to obtain benefits from its operating activities.
(ii) In May 2014, PetroChina Eastern Pipelines Company Limited, in which the group has 100% equity interest, was established
with a registered capital of RMB 10,000.
126
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2014
(All amounts in RMB millions unless otherwise stated)
Equity items except for the retained earnings, revenue, expense and cash flows items are translated into RMB at the
approximate exchange rates at the date of the transactions.
Cash on hand 56 67
Cash at bank 75,116 56,217
Other cash balances 849 966
76,021 57,250
The Group’s cash at bank and on hand included the following foreign currencies as of December 31, 2014:
The Group’s cash at bank and on hand included the following foreign currencies as of December 31, 2013:
The Group’s cash at bank and on hand in foreign currencies mainly comprise cash at bank.
As of December 31, 2014, time deposits of USD 500 million are impawned as collateral for long-term borrowings of
USD 500 million (Note 31).
127
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
8 NOTES RECEIVABLE
Notes receivable represents mainly bills of acceptance issued by banks for the sale of goods and products.
As of December 31, 2014, all notes receivable of the Group are due within one year.
Group Company
December December December December
31, 2014 31, 2013 31, 2014 31, 2013
Accounts receivable 53,620 64,523 6,772 5,095
Less: Provision for bad debts (516) (496) (367) (401)
53,104 64,027 6,405 4,694
The aging of accounts receivable and related provision for bad debts are analysed as follows:
Group
December 31, 2014 December 31, 2013
Percentage of Provision for Percentage of Provision for
Amount total balance % bad debts Amount total balance % bad debts
Company
December 31, 2014 December 31, 2013
Percentage of Provision for Percentage of Provision for
Amount total balance % bad debts Amount total balance % bad debts
Within 1 year 6,094 89 - 4,320 85 (2)
1 to 2 years 103 2 - 326 6 -
2 to 3 years 177 3 - 12 - -
Over 3 years 398 6 (367) 437 9 (399)
6,772 100 (367) 5,095 100 (401)
128
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2014
(All amounts in RMB millions unless otherwise stated)
As of December 31, 2014, the top five debtors of accounts receivable of the Group amounted to RMB 19,536,
representing 36% of total accounts receivable.
During the year ended December 31, 2014 and December 31, 2013, the Group had no significant write-off of the
provision for bad debts of accounts receivable.
Group Company
December December December December
31, 2014 31, 2013 31, 2014 31, 2013
Other receivables 19,564 20,328 99,338 56,424
Less: Provision for bad debts (2,470) (2,526) (694) (748)
17,094 17,802 98,644 55,676
The aging analysis of other receivables and the related provision for bad debts are analysed as follows:
Group
December 31, 2014 December 31, 2013
Percentage of Provision for Percentage of Provision for
Amount total balance % bad debts Amount total balance % bad debts
Company
December 31, 2014 December 31, 2013
Percentage of Provision for Percentage of Provision for
Amount total balance % bad debts Amount total balance % bad debts
As of December 31, 2014, the top five debtors of other receivables of the Group amounted to RMB 7,627,
representing 39% of total other receivables.
During the year ended December 31, 2014 and December 31, 2013, the Group had no significant write-off of the
provision for bad debts of other receivables.
129
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
10 ADVANCES TO SUPPLIERS
As of December 31, 2014 and 2013, advances to suppliers of the Group are mainly aged within one year.
As of December 31, 2014, the top five debtors of advances to suppliers of the Group amounted to RMB 16,388,
representing 71% of total advances to suppliers.
11 INVENTORIES
Group
December December
31, 2013 Addition Reduction 31, 2014
130
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2014
(All amounts in RMB millions unless otherwise stated)
Company
December December
31, 2013 Addition Reduction 31, 2014
As of December 31, 2014, the above-mentioned investments are not subject to restriction on conversion into cash
or remittance of investment income.
Dalian West Pacific PRC Production and sale of USD 258 28.44 - 28.44 Equity No
Petrochemical petroleum and million method
Co., Ltd. petrochemical
products
China Marine PRC Oil import and export 1,000 - 50.00 50.00 Equity No
Bunker trade and method
(PetroChina) transportation, sale
Co., Ltd. and storage
China Petroleum PRC Deposits, loans, 5,441 49.00 - 49.00 Equity No
Finance Co., Ltd. settlement, lending, method
bills acceptance
discounting, guarantee
and other banking
business
Arrow Energy Australia Exploration, AUD 2 - 50.00 50.00 Equity No
Holdings Pty Ltd. development and sale method
of coal seam gas
PetroChina United PRC Storage and 40,000 50.00 - 50.00 Equity No
Pipelines Co., transportation of method
Ltd. natural gas through
pipeline, construction
and related technology
consulting of
petroleum and natural
gas pipeline
CNPC Captive PRC Property loss 5,000 49.00 - 49.00 Equity No
Insurance Co., insurance, liability method
Ltd. insurance, credit
insurance and deposit
insurance; as well
as the application of
the above insurance
reinsurance and
insurance capital
business
131
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
Share
of other
Share of equity
profit movement
Invest- of equity- of equity- Cash Currency
ment December Addi- Reduc- accounted accounted dividend translation December
cost 31, 2013 tion tion investee investee declared differences 31, 2014
Dalian West 566 - - - - - - - -
Pacific
Petrochemical
Co., Ltd.
China Marine 740 1,185 - - 30 (1) (11) - 1,203
Bunker
(PetroChina)
Co., Ltd.
China Petroleum 9,917 17,635 - - 2,662 275 (1,248) - 19,324
Finance Co.,
Ltd.
Arrow Energy 19,407 13,678 - - (2,219) (123) - 57 11,393
Holdings Pty
Ltd.
PetroChina 20,000 35,535 - - 4,681 125 (1,950) - 38,391
United
Pipelines Co.,
Ltd.
CNPC Captive 2,450 2,449 - - 85 - - - 2,534
Insurance Co.,
Ltd.
Interest in associates
Summarised financial information in respect of the Group’s principal associates and reconciliation to carrying
amount is as follows:
132
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2014
(All amounts in RMB millions unless otherwise stated)
Summarised balance sheet in respect of the Group’s principal joint ventures and reconciliation to carrying amount is
as follows:
133
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
Summarised statement of comprehensive income and dividends received by the Group is as follows:
134
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2014
(All amounts in RMB millions unless otherwise stated)
(c) Subsidiaries
Investment in subsidiaries:
Disposal or
Investment December Additional deduction Transferred December
cost 31, 2013 investment of capital to branch 31, 2014
Summarised financial information in respect of the Group’s principal subsidiaries with significant non-controlling
interest is as follows:
135
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
136
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2014
(All amounts in RMB millions unless otherwise stated)
14 FIXED ASSETS
December December
31, 2013 Addition Reduction 31, 2014
Cost
Buildings 177,705 16,024 (1,703) 192,026
Equipment and Machinery 759,411 102,919 (12,255) 850,075
Motor Vehicles 27,743 1,127 (653) 28,217
Other 17,412 2,174 (241) 19,345
Total 982,271 122,244 (14,852) 1,089,663
Accumulated depreciation
Buildings (56,375) (9,712) 933 (65,154)
Equipment and Machinery (311,828) (40,541) 6,063 (346,306)
Motor Vehicles (15,901) (2,021) 606 (17,316)
Other (7,389) (1,670) 189 (8,870)
Total (391,493) (53,944) 7,791 (437,646)
137
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
Depreciation charged to profit or loss provided on fixed assets for the year ended December 31, 2014 was RMB
50,413. Cost transferred from construction in progress to fixed assets was RMB 113,661.
As of December 31, 2014, the Group’s fixed assets under operating leases are mainly equipment and machinery,
the net book value of which amounted to RMB 413.
As of December 31, 2014, the Group has no significant fixed assets which are pledged.
December December
31, 2013 Addition Reduction 31, 2014
Cost
Mineral interests in proved properties 22,392 8,199 (272) 30,319
Mineral interests in unproved properties 33,376 10,495 (524) 43,347
Wells and related facilities 1,439,850 193,220 (18,338) 1,614,732
Total 1,495,618 211,914 (19,134) 1,688,398
Accumulated depletion
Mineral interests in proved properties (2,429) (1,554) 46 (3,937)
Wells and related facilities (679,935) (116,954) 8,620 (788,269)
Total (682,364) (118,508) 8,666 (792,206)
138
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2014
(All amounts in RMB millions unless otherwise stated)
Depletion charged to profit or loss provided on oil and gas properties for the year ended December 31, 2014 was
RMB 114,931.
As of December 31, 2014, the asset retirement obligations capitalised in the cost of oil and gas properties
amounted to RMB 86,603. Related depletion charge for the year ended December 31, 2014 was RMB 6,536.
16 CONSTRUCTION MATERIALS
The Group’s construction materials mainly represent the actual cost of materials purchased for construction
projects.
17 CONSTRUCTION IN PROGRESS
Including:
Transferred Proportion of capitalised
to fixed construction Capitalis- interest
assets or Other compared to ed expense Source
December oil and gas Reduc- December budget interest for current of
Project Name Budget 31, 2013 Addition properties tion 31, 2014 % expense year fund
Sino-Venezuela 49,977 2,364 2,184 (1) - 4,547 14% 164 103 Self &
joint venture Loan
Guangdong
Petrochemical
refinery project
with an output
of 20 million
tons per year
Yunnan 10 million 20,080 2,662 9,447 - - 12,109 60% 78 72 Self &
tons crude oil Loan
per year refinery
project
Jinzhou- 8,241 4 4,465 - - 4,469 54% 72 72 Self &
Zhengzhou Loan
Refined oil
pipeline
Middle and East 58,478 5,292 3,222 - - 8,514 22% - - Self
of Third West-
East Gas
Pipeline
Other 272,120 232,802 (281,639) (12,474) 210,809 5,182 3,102
282,442 252,120 (281,640) (12,474) 240,448 5,496 3,349
Less:
Provision for
impairment (117) (108)
282,325 240,340
For the year ended December 31, 2014, the capitalised interest expense amounted to RMB 3,349 (2013: RMB
3,876). The annual interest rates used to determine the capitalised amount in 2014 are 5.76%.
139
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
18 INTANGIBLE ASSETS
December December
31, 2013 Addition Reduction 31, 2014
Cost
Land use rights 53,240 5,301 (163) 58,378
Patents 4,069 359 (7) 4,421
Other (i) 24,782 3,703 (186) 28,299
Total 82,091 9,363 (356) 91,098
Accumulated amortisation
Land use rights (7,531) (1,669) 21 (9,179)
Patents (2,537) (343) 7 (2,873)
Other (8,737) (2,265) 135 (10,867)
Total (18,805) (4,277) 163 (22,919)
(i) Other intangible assets principally include non-proprietary technology and trademark use right etc.
Amortisation charged to profit or loss provided on intangible assets for the year ended December 31, 2014 was
RMB 4,154.
Research and development expenditures for the year ended December 31, 2014 amounted to RMB 13,088 (2013:
RMB 14,169), which have been recognised in profit or loss.
19 GOODWILL
Goodwill primarily relates to the acquisition of Singapore Petroleum Company and Petroineos Trading Limited,
completed in 2009 and 2011 respectively. Goodwill should be subject to impairment assessment related to the cash-
generating unit. The recoverable amount of all cash-generating units has been determined based on the higher of an
asset’s fair value less costs to sell and the present value of the future cash flows expected to be derived from the asset.
These calculations use pre-tax cash flow projections based on financial budgets approved by management. The discount
rates used are pre-tax and reflect specific risks relating to the cash-generating unit. Based on the estimated recoverable
amount, no impairment was identified.
140
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2014
(All amounts in RMB millions unless otherwise stated)
December December
31, 2013 Addition Reduction 31, 2014
(i) Advance lease payments are principally for use of land sub-leased from entities other than the PRC land authorities.
Amortisation charged to profit or loss provided on long-term prepaid expenses for the year ended December 31,
2014 was RMB 4,483.
Reduction
December December
31, 2013 Addition Reversal Write-off 31, 2014
141
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
22 SHORT-TERM BORROWINGS
Guarantee - RMB 35 -
Guarantee-USD 550 -
Pledge - RMB - 13
Impawn - RMB - 230
Unsecured - RMB 52,416 35,153
Unsecured - USD 59,299 71,913
Unsecured - JPY 2,670 3,233
Unsecured - Other 363 352
115,333 110,894
As of December 31, 2014, the above-mentioned guaranteed borrowings were mainly guaranteed by CNPC and its
subsidiaries.
The weighted average interest rate for short-term borrowings as of December 31, 2014 is 2.84% per annum
(December 31, 2013: 2.56%).
23 NOTES PAYABLE
As of December 31, 2014, notes payable mainly represented commercial acceptance. As of December 31, 2013,
notes payable mainly represented bank acceptance. All notes payable are matured within one year.
24 ACCOUNTS PAYABLE
As of December 31, 2014, accounts payable aged over one year amounted to RMB 35,162 (December 31, 2013:
RMB 30,449), and mainly comprised of payables to several suppliers and were not settled.
As of December 31, 2014, advances from customers mainly represented the sales of natural gas, crude oil and
refined oil. The advances from customers aged over one year amounted to RMB 4,251 (December 31, 2013: RMB 3,317).
142
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2014
(All amounts in RMB millions unless otherwise stated)
As of December 31, 2014, employee benefits payable did not contain any balance in arrears.
27 TAXES PAYABLE
28 OTHER PAYABLES
As of December 31, 2014, other payables mainly comprised deposits and payments made on behalf, and other
payables aged over one year amounted to RMB 10,818 (December 31, 2013: RMB 8,802).
143
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
29 PROVISIONS
The above-mentioned guaranteed borrowings due within one year were mainly guaranteed by CNPC and its
subsidiaries.
31 LONG-TERM BORROWINGS
144
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2014
(All amounts in RMB millions unless otherwise stated)
The above-mentioned guaranteed borrowings were mainly guaranteed by CNPC and its subsidiaries.
The above-mentioned impawned RMB borrowings were impawned by stock equity of a net book value of RMB
242; the above-mentioned impawned USD borrowings were impawned by time deposit of USD 500 million.
The maturities of long-term borrowings at the dates indicated are analysed as follows:
The weighted average interest rate for long-term borrowings as of December 31, 2014 is 4.16% (December 31,
2013: 4.37%).
The fair values of long-term borrowings amounted to RMB 321,536 (December 31, 2013: RMB 267,435). The fair
values are based on discounted cash flows using applicable discount rates based upon the prevailing market rates as
at balance sheet date of the Group’s availability of financial instruments (terms and characteristics similar to the above-
mentioned borrowings).
145
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
32 DEBENTURES PAYABLE
Annual
Issue Term of interest December December
Debentures’ Name date Debentures rate% 31, 2013 Addition Reduction 31, 2014
(i) The second tranche medium-term notes has a term of 7 years, with an option to determine the interest rate for the issuer and a
put option for the investors at the end of the fifth year.
146
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2014
(All amounts in RMB millions unless otherwise stated)
The above-mentioned debentures were issued at the par value, without premium or discount.
As of December 31, 2014, the above-mentioned debentures which were guaranteed by CNPC and its subsidiaries
amounted to RMB 40,000 (December 31, 2013: RMB 40,000).
The fair values of the debentures amounted to RMB 94,481 (December 31, 2013: RMB 101,280). The fair values
are based on discounted cash flows using an applicable discount rate based upon the prevailing market rates as at the
balance sheet date of the Group’s availability of financial instruments (terms and characteristics similar to the above-
mentioned borrowings).
Deferred tax assets and liabilities before offset are listed as below:
Deferred tax assets and liabilities after offset are listed as below:
147
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
34 SHARE CAPITAL
The assets and liabilities injected by CNPC in 1999 had been valued by China Enterprise Appraisal Co., The 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 CSRC, on April 7, 2000, the Company issued 17,582,418,000 foreign capital stock
with a par value of RMB 1.00 yuan per share, 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.
The Company issued an additional 3,196,801,818 new H shares with a par value of RMB 1.00 yuan per share
on September 1, 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.
The Company issued 4,000,000,000 A shares with a par value of RMB 1.00 yuan per share on October 31, 2007.
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.
35 CAPITAL SURPLUS
December December
31, 2013 Addition Reduction 31, 2014
148
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2014
(All amounts in RMB millions unless otherwise stated)
36 SURPLUS RESERVES
December December
31, 2013 Addition Reduction 31, 2014
Pursuant to the Company Law of PRC, the Company’s Articles of Association and the resolution of Board of
Directors, 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 Board
of Directors’ proposal. The Company may convert its Discretionary Surplus Reserves to make good previous years’
losses or to increase the capital of the Company upon approval. The Company has not extracted Discretionary Surplus
Reserves for the year ended December 31, 2014 (2013: None).
37 UNDISTRIBUTED PROFITS
At the meeting on March 26, 2015, the Board of Directors proposed final dividends attributable to equity holders
of the Company in respect of 2014 of RMB 0.09601 yuan per share, amounting to a total of RMB 17,572, according to
the issued 183,021 million shares. These consolidated financial statements do not reflect this dividend payable as the
final dividends were proposed after the balance sheet date and have not been approved by shareholders in the Annual
General Meeting.
149
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
38 NON-CONTROLLING INTERESTS
Profit or loss
Percentage of attributable Dividends Balance
shares held by to non- declared to of non-
non-controlling controlling non-controlling controlling
interests interests interests interests
Group
2014 2013
Group
2014 2013
Company
2014 2013
Company
2014 2013
150
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2014
(All amounts in RMB millions unless otherwise stated)
Group
2014 2013
Income Cost Income Cost
Company
2014 2013
Income Cost Income Cost
Group
2014 2013
Income Cost Income Cost
Company
2014 2013
Income Cost Income Cost
151
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
2014 2013
41 SELLING EXPENSES
2014 2013
2014 2013
152
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2014
(All amounts in RMB millions unless otherwise stated)
43 FINANCE EXPENSES
2014 2013
2014 2013
45 INVESTMENT INCOME
Group
2014 2013
153
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
The investment income from the top five long-term equity investments accounted for using the equity method which
accounted for the highest proportion of the Group’s profit before taxation was RMB 12,588 (2013: RMB 10,335).
Company
2014 2013
The investment income from the top five long-term equity investments accounted for using the equity method which
accounted for the highest proportion of the Company’s profit before taxation was RMB 7,507 (2013: RMB 2,693).
Amounts included in
non-recurring profit/loss
2014 2013 Items of 2014
Gains on disposal of fixed assets and oil and gas properties 295 289 295
Government grants (i) 10,931 10,347 3,932
Gain on disposal of certain pipeline net assets and
operations - 24,822 -
Other 2,048 3,277 2,048
13,274 38,735 6,275
(i) Comprise proportionate refund of import value-added tax relating to the import of natural gas (including liquefied natural gas)
provided by the PRC government. This value-added tax refund is applicable from January 1, 2011 to December 31, 2020 and
available when the import prices of the natural gas and liquefied natural gas imported under any State-sanctioned pipelines are
higher than their prescribed selling prices.
154
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2014
(All amounts in RMB millions unless otherwise stated)
Amounts included in
non-recurring
2014 2013 profit/loss Items of 2014
Loss on disposal of fixed assets and oil and gas properties 4,016 3,832 4,016
Fines 369 948 369
Donation 366 357 366
Extraordinary loss 301 1,105 301
Other 5,331 6,188 5,331
10,383 12,430 10,383
47 TAXATION
2014 2013
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:
2014 2013
Basic and diluted earnings per share for the year ended December 31, 2014 and 2013 have been computed by
dividing profit attributable to owners of the Company by the 183,021 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.
155
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
2014 2013
Operating income 2,282,962 2,258,124
Less: Changes in inventories of finished goods and work in
(25,817) (4,498)
progress
Raw materials and consumables used (1,460,408) (1,460,307)
Employee benefits expenses (120,822) (116,422)
Depreciation, depletion and amortisation expenses (173,981) (159,521)
Impairment losses of non-current assets (3,695) (3,873)
Lease expenses (10,935) (10,419)
Finance expenses (24,877) (21,897)
Other expenses (308,550) (329,476)
Operating profit 153,877 151,711
156
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2014
(All amounts in RMB millions unless otherwise stated)
(a) Reconciliation from the net profit to the cash flows operating activities
Group Company
2014 2013 2014 2013
157
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
Group Company
2014 2013 2014 2013
Group Company
December December December December
31, 2014 31, 2013 31, 2014 31, 2013
52 SEGMENT REPORTING
The Group is principally engaged in a broad range of petroleum related products, services and activities. The
Group’s operating segments comprise: Exploration and Production, Refining and Chemicals, Marketing, and Natural
Gas and Pipeline. On the basis of these operating segments, the management of the Company assesses the segmental
operating results and allocates resources. Sales between operating segments are conducted principally at market prices.
Additionally, the Group has presented geographical information based on entities located in regions with similar risk
profile.
The Exploration and Production segment is engaged in the exploration, development, production and marketing of
crude oil and natural gas.
The Refining and Chemicals segment is engaged in the refining of crude oil and petroleum products, production and
marketing of primary petrochemical products, and derivative petrochemical products and other chemical products.
The Marketing segment is engaged in the marketing of refined products and trading business.
The Natural Gas and Pipeline segment is engaged in the transmission of natural gas, crude oil and refined products
and the sale of natural gas.
158
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2014
(All amounts in RMB millions unless otherwise stated)
The Head Office and Other segment relates to cash management and financing activities, the corporate center,
research and development, and other business services supporting the operating business segments of the Group.
The accounting policies of the operating segments are the same as those described in Note 4 - “Principal
Accounting Policies and Accounting Estimates”.
(a) Segment information as of and for the year ended December 31, 2014 is as follows:
159
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
(b) Segment information as of and for the year ended December 31, 2013 is as follows:
Head
Exploration Refining Natural Office
and and Gas and and
Production Chemicals Marketing Pipeline Other Total
(i) Segment expenses include operating costs, tax and levies on operations, and selling, general and administrative expenses.
(ii) Elimination of intersegment balances represents elimination of intersegment accounts and investments.
160
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2014
(All amounts in RMB millions unless otherwise stated)
(i) Non-current assets mainly include non-current assets other than financial instruments and deferred tax assets.
The Group’s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk.
Market risk is the possibility that changes in foreign exchange rates, interest rates and the prices of crude oil and
gas products will adversely affect the value of assets, liabilities and expected future cash flows.
The Group conducts its domestic business primarily in RMB, but maintains a portion of its assets in other currencies
to pay for imported crude oil, natural gas, imported equipment and other materials and to meet foreign currency financial
liabilities. The Group is exposed to currency risks arising from fluctuations in various foreign currency exchange rates
against the RMB. The RMB is not a freely convertible currency and is regulated by the PRC government. Limitations on
foreign exchange transactions imposed by the PRC government could cause future exchange rates to vary significantly
from current or historical exchange rates.
Additionally, the Group operates internationally and foreign exchange risk arises from future acquisitions and
commercial transactions, recognised assets and liabilities and net investments in foreign operations. Certain entities in
the Group might use currency derivatives to manage such foreign exchange risk.
161
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
The Group has no significant interest rate risk on interest-bearing assets. The Group’s exposure to interest rate risk
arises from its borrowings. The Group’s borrowings at floating rates expose the Group to cash flow interest rate risk and
its borrowings at fixed rates expose the Group to fair value interest rate risk. However, the exposure to interest rate risk is
not material to the Group. A detailed analysis of the Group’s borrowings, together with their respective interest rates and
maturity dates, is included in Note 31.
The Group is engaged in a wide range of oil and gas products-related activities. Prices of oil and gas 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 on the Group. The Group did not enter into any material
hedging of its price risk during the year.
Credit risk arises from cash at bank and on hand and credit exposure to customers with outstanding receivable
balances.
A substantial portion of the Group’s cash at bank and on hand are placed with the major state-owned banks and
financial institutions in China and management believes that the credit risk is low.
The Group performs ongoing assessment of the credit quality of its customers and sets appropriate credit limits
taking into account the financial position and past history of defaults of customers. The Group’s accounts receivable
balances over 3 years have been substantially provided for and accounts receivable balances within one year are
generally neither past due nor impaired. The aging analysis of account receivables and related provision for bad debts
are included in Note 9. The Group’s accounts receivable balances that are neither past due nor impaired are with
customers with no recent history of default.
The carrying amounts of cash at bank and on hand, accounts receivable, other receivables and notes receivable
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.
Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations associated with financial
liabilities.
In managing its liquidity risk, the Group has access to funding at market rates through equity and debt markets,
including using undrawn committed borrowing facilities to meet foreseeable borrowing requirements.
Given the low level of gearing and continued access to funding, the Group believes that its liquidity risk is not
material.
162
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2014
(All amounts in RMB millions unless otherwise stated)
Analysis of the Group’s long-term borrowings based on the remaining period at the balance sheet date to the
contractual maturity dates are presented in Note 31.
The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern, optimise
returns for equity holders and to minimise its cost of capital. In meeting its objectives of managing capital, the Group may
issue new shares, adjust its debt levels or the mix between short-term and long-term borrowings.
The Group monitors capital on the basis of the gearing ratio which is calculated as interest-bearing borrowings/
(interest-bearing borrowings + total equity). The gearing ratio at December 31, 2014 is 29.0% (December 31, 2013:
28.1%).
The methods and assumptions applied in determining the fair value of each class of financial assets and financial
liabilities of the Group at December 31, 2014 and 2013 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 hand, 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 31.
CNPC, the immediate parent of the Company, is a state-controlled enterprise directly controlled by the PRC
government.
163
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
(2) Subsidiaries
Details about subsidiaries and related information are disclosed in Note 6(1).
(3) Nature of Related Parties that are not controlled by the Company
On August 25, 2011, on the basis of Comprehensive Products and Services Agreement amended in 2008, the
Company and CNPC entered into a new Comprehensive Products and Services Agreement (“the Comprehensive
Products and Services Agreement”) for a period of three years which took effect on January 1, 2012. The Comprehensive
Products and Services Agreement provides for a range of products and services which may be required and requested
by either party. The products and services to be provided by the CNPC and its subsidiaries to the Group 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 required
and requested by either party are provided in accordance with (1) government-prescribed prices; or (2) where there is no
government-prescribed price, with reference to relevant market prices; or (3) where neither (1) nor (2) is applicable, the
actual cost incurred or the agreed contractual price. On August 28, 2014, based on the original Comprehensive Products
and Services Agreement, the Company and CNPC entered into a new Comprehensive Products and Services Agreement
(“the Comprehensive Products and Services Agreement”) for a period of three years which will take effect since January
1, 2015. The new Comprehensive Products and Services Agreement includes all the terms of the Agreement signed in
2011.
164
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2014
(All amounts in RMB millions unless otherwise stated)
On August 25, 2011, based on the Land Use Rights Leasing Contract signed in 2000, the Company and CNPC
entered into a Supplemental Land Use Rights Leasing Contract which took effect on January 1, 2012. The Supplemental
Land Use Rights Leasing Contract provides for the lease of land covering an aggregate area of approximately 1,783
million square meters located throughout the PRC at a maximum annual fee (exclusive of tax and government charges)
of RMB 3,892. The Supplemental Land Use Rights Leasing Contract will expire at the same time as the Land Use Rights
Leasing Contract. The area and total fee payable for the lease of all such property may, after three years, be adjusted with
the Company’s operating needs and by reference to market price. On August 28, 2014, the Company and CNPC issued
confirmation letter separately, and adjusted area and fee of leasing land. The Company agreed to lease an aggregate
area of approximately 1,777 million square meters from CNPC, and adjusted the total fee of land, according to the newly
confirmed area of leasing land and the situation of land market. In addition, the annual fee of land was adjusted to RMB
4,831. Besides area and fee of land, the other lease terms of the Land Use Rights Leasing Contract and Supplemental
Land Use Rights Leasing Contract kept the same. The confirmation letter will be effective since January 1, 2015.
On August 25, 2011, based on the Buildings Leasing Contract and Supplemental Building Leasing Agreement,
the Company and CNPC entered into a Revised Buildings Leasing Contract which took effective thereafter. Under this
contract, buildings covering an aggregate area of 734,316 square meters were leased at an average annual fee of RMB
1,049 yuan per square meter. The Revised Building Leasing Contract will expire at the same time as the Building Leasing
Agreement. The area and total fee payable for the lease of all such property may, after three years, be adjusted with the
Company’s operating needs and by reference to market price which the adjusted prices will not exceed. On August 28,
2014, the Company and CNPC issued confirmation letter separately, and adjusted area and fee of leasing building. The
Company agreed to lease an aggregate area of approximately 1,179,586 square meters from CNPC, and adjusted the
total fee of building, according to the newly confirmed area of leasing building and the situation of building market. In
addition, the annual fee of building was adjusted to 708 million. Besides area and fee of building, the other lease terms of
the Buildings Leasing Contract kept the same. The confirmation letter will be effective since January 1, 2015.
165
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
Sales of goods and services rendered to CNPC and its subsidiaries (1) 95,670 80,757
Purchase of goods and services from CNPC and its subsidiaries:
Fees paid for construction and technical services (2) 149,084 175,357
Fees for production services (3) 155,229 149,005
Social services charges (4) 3,205 3,185
Ancillary services charges (5) 4,497 4,369
Material supply services (6) 25,863 20,739
Financial services
Interest income (7) 665 429
Interest expense (8) 14,557 16,425
Other financial service expense (9) 532 1,213
Rents and other payments made under financial leasing (10) 201 193
Rental paid to CNPC (11) 3,273 3,188
Purchases of assets from CNPC and its subsidiaries (12) 1,498 1,228
Notes:
(1) Primarily crude oil, natural gas, refined products, chemical products and the supply of water, electricity, gas, heat, measurement,
quality inspection, etc.
(2) Construction and technical services comprise geophysical survey, drilling, well cementing, logging, well testing, oil testing,
oilfield construction, refineries and chemical plants construction, engineering design and supervision, repair of equipment, etc.
(3) Production services comprise the repair of machinery and equipments, supply of water, electricity and gas, 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.
(4) Social services comprise mainly security service, education, hospitals, preschool, etc.
(5) Ancillary services comprise mainly property management and provision of training centres, guesthouses, canteens, public
shower rooms, etc.
(6) Material supply services comprise mainly purchase of materials, quality control, storage of materials and delivery of materials,
etc.
(7) The bank deposits in CNPC and fellow CNPC subsidiaries as of December 31, 2014 were RMB 31,307 (December 31, 2013:
RMB 16,839).
(8) The loans from CNPC and fellow CNPC subsidiaries including short-term borrowings, long-term borrowings due within one
year and long-term borrowings as of December 31, 2014 were RMB 364,789 (December 31, 2013: RMB 327,478).
(9) Other financial service expense primarily refers to expense of insurance and other services.
(10) Rents and other payments made under financial leasing represent the payable by the Group (including all rents, leasing service
fees and prices for exercising purchase options) for the period according to the financial leasing agreements entered into by the
Group and CNPC and its fellow subsidiaries.
(11) 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.
(12) Purchases of assets principally represent the purchases of manufacturing equipment, office equipment and transportation
equipment.
166
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2014
(All amounts in RMB millions unless otherwise stated)
The transactions between the Group and its associates and joint ventures are conducted at government-prescribed
prices or market prices.
2014 2013
The Company and its subsidiaries commissioned CP Finance and other financial institutions to provide loans to
each other, charging interest in accordance with the prevailing interest rates. Loans between the Company and its
subsidiaries have been eliminated in the consolidated financial statements. As of December 31, 2014, the eliminated
commissioned loans totalled RMB 62,441, including short-term loans of RMB 50,646, loans due within one year of RMB
3,963 and long-term loans of RMB7,832.
(6) Guarantees
CNPC and its subsidiaries provided guarantees of part of loans and debentures for the Group, see Note 30, Note
31 and Note 32.
167
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
As of December 31, 2014, the provisions for bad debts of the receivables from related parties amounted to RMB
90 (December 31, 2013: RMB 18).
As of December 31, 2014, the receivables from related parties represented 17% (December 31, 2013: 24%) of total
receivables.
As of December 31, 2014, the payables to related parties represented 30% (December 31, 2013: 28%) of total
payables.
2014 2013
RMB’000 RMB’000
Key management personnel compensation 14,132 15,499
55 CONTINGENT LIABILITIES
At December 31, 2014 and 2013, the Group did not guarantee any borrowings or others related parties or third
parties.
China has adopted extensive environmental laws and regulations that affect the operation of the oil and gas industry.
Under existing legislation, however, management believes that there are no probable liabilities, except for the amounts
which have already been reflected in the consolidated financial statements, which may have a material adverse effect on
the financial position of the Group.
168
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2014
(All amounts in RMB millions unless otherwise stated)
Notwithstanding certain insignificant lawsuits as well as other proceedings outstanding, management believes that
any resulting liabilities will not have a material adverse effect on the financial position of the Group.
The Group has insurance coverage for vehicles and certain assets that are subject to significant operating risks,
third-party liability insurance against claims relating to personal injury, property and environmental damages that result
from accidents and also employer liabilities insurance. The potential effect on the financial position of the Group of any
liabilities resulting from future uninsured incidents cannot be estimated by the Group at present.
56 COMMITMENTS
Operating lease commitments of the Group are mainly for leasing of land, buildings and equipment. Leases range
from one to fifty years and usually do not contain renewal options. Future minimum lease payments as of December 31,
2014 and December 31, 2013 under non-cancellable operating leases are as follows:
Operating lease expenses for the year ended December 31, 2014 was RMB 10,935 (2013: RMB 10,419).
As of December 31, 2014, the Group’s capital commitments contracted but not provided for were RMB 63,027
(December 31, 2013: RMB 55,743).
The operating lease and capital commitments above are transactions mainly with CNPC and its fellow subsidiaries.
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 RMB 719 for the year ended December 31, 2014 (2013: RMB
717).
169
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
Estimated annual payments for the next five years are as follows:
(1) Increase of the Threshold of the Crude Oil Special Gain Levy
Pursuant to the Notice from the MOF on the Increase of the Threshold of the Crude Oil Special Gain Levy ( Cai
Shui [2014] No. 115), the threshold of the crude oil special gain levy will increase to US$65, which has 5 levels and is still
calculated and charged according to the progressive and valorem rates on the excess amounts from January 1, 2015.
In accordance with the Notice on Continuing to Raise the Refined Oil Consumption Tax (Cai Shui [2015] No. 11)
jointly issued by the MOF and the SAT , the unit amount of the consumption tax on gasoline, naphtha, solvent oil and the
lubricating oil and that on diesel, jet fuel and fuel oil will be raised from RMB 1.4 yuan per litre to RMB 1.52 yuan per litre
and from RMB 1.1 yuan per litre to RMB 1.2 yuan per litre, respectively, commencing from January 13, 2015. Collection
of tax on jet fuel will continue to be suspended.
(3) Adjustment of the Price of the Natural Gas for Non-residuential Users
In accordance with the Notice on Concerning the Adjustment of the Price of Natural Gas Consumed by Non-
residential Users (Fa Gai Jia Ge [2015] No. 351) issued by the National Development and Reform Commission, the price
of domestic natural gas for the consumption amount in 2012 and for that exceeds 2012 level will be officially adjusted
to the same level, commencing from April 1, 2015. In consideration of the price movement of alternative energy like fuel
oil and liquefied petroleum gas in the second half of 2014 and the current pricing mechanism of natural gas, the citygate
price ceiling for the consumption amount exceeds 2012 level will decrease by RMB 440.00 yuan per Kilostere, the
citygate price ceiling for the consumption amount in 2012 will increase by RMB 40.00 yuan per Kilostere.
170
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
SUPPLEMENTARY INFORMATION FOR THE YEAR ENDED DECEMBER 31, 2014
(All amounts in RMB millions unless otherwise stated)
2014 2013
Net loss on disposal of non-current assets (2,674) (3,537)
Government grants recognised in the income statement 3,932 2,908
Net gain / (loss) on disposal of available-for-sale financial assets 100 (3)
Reversal of provisions for bad debts against receivables 56 80
Gain on disposal of certain pipeline net assets and operations - 24,822
Other non-operating income and expenses (4,362) (5,330)
(2,948) 18,940
Tax impact of non-recurring profit/loss items 446 (6,355)
Impact of non-controlling interests (401) 339
Total (2,903) 12,924
The consolidated net profit for the year under IFRS and CAS were RMB 119,028 and RMB 119,034 respectively,
with a difference of RMB 6; the consolidated shareholders’ equity for the year under IFRS and CAS were RMB 1,317,781
and RMB 1,317,760 respectively, with a difference of RMB 21. These differences under the different accounting
standards were primarily due to the revaluation for assets other than fixed assets and oil and gas properties revalued in
1999.
During the Restructuring in 1999, a valuation was carried out in 1999 for assets and liabilities injected by CNPC.
Valuation results other than fixed assets and oil and gas properties were not recognised in the financial statements
prepared under IFRS.
171
INDEPENDENT AUDITOR’S REPORT
We have audited the accompanying consolidated financial statements of PetroChina Company Limited (the
“Company”) and its subsidiaries (the “Group”), which comprise the consolidated and company statements of financial
position as at December 31, 2014, the consolidated statements of comprehensive income, cash flows and changes in
equity for the year then ended, and a summary of significant accounting policies and other explanatory information.
The directors of the Company are responsible for the preparation of consolidated financial statements that give a
true and fair view in accordance with International Financial Reporting Standards issued by the International Accounting
Standards Board and the disclosure requirements of the Hong Kong Companies Ordinance, and for such internal control
as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from
material misstatement, whether due to fraud or error.
Auditor’s responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. This
report is made solely to you, as a body, and for no other purpose. We do not assume responsibility towards or accept
liability to any other person for the contents of this report.
We conducted our audit in accordance with Hong Kong Standards on Auditing issued by the Hong Kong Institute
of Certified Public Accountants. Those standards require that we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment
of the risks of material misstatement of the consolidated 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 consolidated
financial statements that give a true and fair view 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 directors, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Opinion
In our opinion, the consolidated financial statements give a true and fair view of the state of affairs of the Company
and of the Group as at December 31, 2014, and of the Group’s profit and cash flows for the year then ended in
accordance with International Financial Reporting Standards and have been properly prepared in accordance with the
disclosure requirements of the Hong Kong Companies Ordinance.
KPMG
Certified Public Accountants
8th Floor, Prince’s Building
10 Chater Road
Central, Hong Kong
OPERATING EXPENSES
Purchases, services and other (1,486,225) (1,464,805)
Employee compensation costs 8 (120,822) (116,422)
Exploration expenses, including exploratory dry holes (22,064) (25,301)
Depreciation, depletion and amortisation (177,463) (163,365)
Selling, general and administrative expenses (73,413) (79,021)
Taxes other than income taxes 9 (237,997) (248,086)
Other income, net 4,855 27,518
TOTAL OPERATING EXPENSES (2,113,129) (2,069,482)
PROFIT FROM OPERATIONS 169,833 188,642
FINANCE COSTS
Exchange gain 5,020 4,157
Exchange loss (7,333) (4,105)
Interest income 1,596 2,222
Interest expense 10 (23,319) (23,081)
TOTAL NET FINANCE COSTS (24,036) (20,807)
SHARE OF PROFIT OF ASSOCIATES AND
JOINT VENTURES 17 10,962 10,228
PROFIT BEFORE INCOME TAX EXPENSE 7 156,759 178,063
INCOME TAX EXPENSE 12 (37,731) (35,789)
PROFIT FOR THE YEAR 119,028 142,274
174
FINANCIAL STATEMENTS
175
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
176
FINANCIAL STATEMENTS
2014 2013
RMB RMB
CASH FLOWS FROM OPERATING ACTIVITIES
177
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
2014 2013
RMB RMB
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (306,551) (304,100)
Acquisition of investments in associates and joint ventures (2,587) (4,278)
Acquisition of available-for-sale financial assets (219) (13)
Advance payments on long-term operating leases (2,735) (3,172)
Acquisition of intangible assets and other non-current assets (3,071) (2,951)
Purchase of non-controlling interests (13) (99)
Proceeds from disposal of property, plant and equipment 7,250 38,687
Proceeds from disposal of other non-current assets 377 397
Interest received 777 2,074
Dividends received 12,319 9,628
Increase/ (decrease) in time deposits with maturities over three months 3,615 (2,683)
NET CASH FLOWS USED FOR INVESTING ACTIVITIES (290,838) (266,510)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of short-term borrowings (524,137) (476,943)
Repayments of long-term borrowings (175,297) (69,993)
Interest paid (21,039) (21,389)
Dividends paid to non-controlling interests (8,172) (5,404)
Dividends paid to owners of the Company (59,475) (53,470)
Increase in short-term borrowings 528,907 446,845
Increase in long-term borrowings 214,695 154,373
Capital contribution from non-controlling interests 1,587 14,415
Capital reduction of subsidiaries (17) (10)
Decrease in other long-term obligations (1,364) (663)
NET CASH FLOWS USED FOR FINANCING ACTIVITIES (44,312) (12,239)
TRANSLATION OF FOREIGN CURRENCY 1,044 (1,768)
Increase in cash and cash equivalents 22,371 8,012
Cash and cash equivalents at beginning of the year 51,407 43,395
Cash and cash equivalents at end of the year 73,778 51,407
178
FINANCIAL STATEMENTS
Non-
controlling Total
Attributable to Owners of the Company Interests Equity
Share Retained
Capital Earnings Reserves Subtotal
RMB RMB RMB RMB RMB RMB
179
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
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 former State Economic and Trade Commission of the People’s Republic of China (“China” or “PRC”).
CNPC restructured (“the Restructuring”) and injected its core business 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 (i) the exploration, development and production and marketing of crude oil
and natural gas; (ii) the refining of crude oil and petroleum products, production and marketing of primary petrochemical
products, derivative petrochemical products and other chemical products; (iii) the marketing of refined products and
trading business; and (iv) the transmission of natural gas, crude oil and refined products and the sale of natural gas (Note
38).
2 BASIS OF PREPARATION
The consolidated financial statements and the statement of financial position of the Company have been prepared
in accordance with the International Financial Reporting Standards (“IFRSs”) as issued by the International Accounting
Standards Board (“IASB”). The consolidated financial statements and the statement of financial position of the Company
have been prepared under the historical cost convention except as disclosed in the accounting policies below.
The preparation of financial statements in conformity with IFRS requires the use of estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
statement of financial position and the reported amounts of revenues and expenses during the reporting period. Although
these estimates are based on management’s best knowledge of current events and actions, actual results may ultimately
differ from those estimates. The areas involving a higher degree of judgement or complexity, or areas where assumptions
and estimates are significant to the consolidated financial statements are disclosed in Note 5.
Subsidiaries are entities controlled by the Group. The group controls an entity when it is exposed to, or has right to,
variable returns from its involvement with the entity and has the ability to affect those returns through its power over the
entity.
A subsidiary is consolidated from the date on which control is transferred to the Group and is no longer
consolidated from the date that control ceases. The acquisition method of accounting is used to account for the
acquisition of subsidiaries except for business combinations under common control. The consideration transferred for the
acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred and the equity interests issued
by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent
consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities
and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition
date. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interests in the acquiree either at
fair value or at the non-controlling interests’ proportionate share of the acquiree’s net assets.
180
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
(Amounts in millions unless otherwise stated)
The excess of the consideration transferred, the amount of any non-controlling interests in the acquiree and the
acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets is
recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain
purchase, the difference is recognised directly in the statement of comprehensive income.
An acquisition of a business which is a business combination under common control is accounted for in a manner
similar to a uniting of interests whereby the assets and liabilities acquired are accounted for at carryover predecessor
values to the other party to the business combination with all periods presented as if the operations of the Group and the
business acquired have always been combined. The difference between the consideration paid by the Group and the net
assets or liabilities of the business acquired is adjusted against equity.
Intercompany transactions, balances and unrealised gains on transactions between group companies are
eliminated. Unrealised losses are also eliminated. Where necessary, accounting policies of subsidiaries have been
changed to ensure consistency with the policies adopted by the Group.
For purpose of the presentation of the Company’s statement of financial position, investments in subsidiaries are
accounted for at cost less impairment. Cost is adjusted to reflect changes in consideration arising from contingent
consideration amendments. Cost also includes direct attributable costs of investment.
Associates are entities over which the Group has significant influence but not control, generally accompanying a
shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for by the equity
method of accounting in the consolidated financial statements of the Group and are initially recognised at cost.
Under this method of accounting, the Group’s share of the post-acquisition profits or losses of associates is
recognised in the consolidated profit or loss and its share of post-acquisition movements in other comprehensive income
is recognised in other comprehensive income. The cumulative post-acquisition movements are adjusted against the
carrying amounts of the investments. When the Group’s share of losses in an associate equals or exceeds its interest
in the associate, including any other unsecured receivables, the Group does not recognise further losses, unless it has
incurred obligations or made payments on behalf of the associate.
Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s
interest in the associates; unrealised losses are also eliminated unless the transaction provides evidence of an impairment
of the asset transferred. The Group’s investment in associates includes goodwill identified on acquisition, net of any
accumulated loss and is tested for impairment as part of the overall balance. Goodwill represents the excess of the cost
of an acquisition over the fair value of the Group’s share of the net identifiable assets of the acquired associate at the date
of acquisition. Accounting policies of associates have been changed where necessary to ensure consistency with the
policies adopted by the Group.
For purposes of the presentation of the Company’s statement of financial position, investments in associates are
accounted for at cost less impairment.
181
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
Ventures are arrangements in which the Group with one or more parties have joint control, whereby the Group
has rights to the net assets of the arrangements, rather than rights to their assets and obligations for their liabilities. The
Group’s interests in joint ventures are accounted for by the equity method of accounting (Note 3(b)) in the consolidated
financial statements.
For purposes of the presentation of the Company’s statement of financial position, investments in joint ventures are
accounted for at cost less impairment.
Transactions with non-controlling interests are treated as transactions with owners in their capacity as owners of
the Group. Gains and losses resulting from disposals to non-controlling interests are recorded in equity. The differences
between any consideration paid and the relevant share of the carrying value of net assets of the subsidiary acquired
resulting from the purchase of non-controlling interests, are recorded in equity.
When the Group ceases to have control or significant influence, any retained interest in the entity is remeasured to
its fair value, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount
for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In
addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as
if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in
other comprehensive income are reclassified to profit or loss.
If the ownership interest in an associate is reduced but significant influence is retained, only a proportionate share of
the amounts previously recognised in other comprehensive income are reclassified to profit or loss where appropriate.
Items included in the financial statements of each entity in the Group are measured using the currency of the primary
economic environment in which the entity operates (“the functional currency”). Most assets and operations of the Group
are located in the PRC (Note 38), and the functional currency of the Company and most of the consolidated subsidiaries
is the Renminbi (“RMB”). The consolidated financial statements are presented in the presentation currency of RMB.
Foreign currency transactions of the Group are accounted for at the exchange rates prevailing at the respective
dates of the transactions; monetary assets and liabilities denominated in foreign currencies are translated at exchange
rates at the date of the statement of financial position; gains and losses resulting from the settlement of such transactions
and from the translation of monetary assets and liabilities are recognised in the consolidated profit or loss.
For the Group entities that have a functional currency different from the Group’s presentation currency, assets and
liabilities for each statement of financial position presented are translated at the closing rate at the date of the statement
of financial position. Income and expenses for each statement of comprehensive income presented are translated at the
average exchange rates for each period and the resulting exchange differences are recognised in other comprehensive
income.
182
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
(Amounts in millions unless otherwise stated)
Property, plant and equipment, including oil and gas properties (Note 3(g)), are initially recorded in the consolidated
statement of financial position at cost where it is probable that they will generate future economic benefits. Cost
represents the purchase price of the asset and other costs incurred to bring the asset into existing use. Subsequent to
their initial recognition, property, plant and equipment are carried at cost less accumulated depreciation, depletion and
amortisation (including any impairment).
Depreciation, to write off the cost of each asset, other than oil and gas properties (Note 3(g)), to their residual values
over their estimated useful lives is calculated using the straight-line method.
The Group uses the following useful lives for depreciation purposes:
Buildings 8 - 40 years
Equipment and Machinery 4 - 30 years
Motor vehicles 4 - 14 years
Other 5 - 12 years
No depreciation is provided on construction in progress until the assets are completed and ready for use.
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting
period.
Property, plant and equipment, including oil and gas properties (Note 3(g)), are reviewed for possible impairment
when events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss
is recognised for the amount by which the carrying amount of a cash generating unit exceeds the higher of its fair value
less costs to sell and its value in use. Value in use is the estimated net present value of future cash flows to be derived
from the cash generating unit.
Gains and losses on disposals of property, plant and equipment are determined by reference to their carrying
amounts and are recorded in the consolidated profit or loss.
Interest and other costs on borrowings to finance the construction of property, plant and equipment are capitalised
during the period of time that is required to complete and prepare the asset for its intended use. Costs for repairs
and maintenance activities are expensed as incurred except for costs of components that result in improvements or
betterments which are capitalised as part of property, plant and equipment and depreciated over their useful lives.
The successful efforts method of accounting is used for oil and gas exploration and production activities. Under
this method, all costs for development wells, support equipment and facilities, and proved mineral interests in oil and
gas properties are capitalised. Geological and geophysical costs are expensed when incurred. Costs of exploratory wells
are capitalised pending determination of whether the wells find proved oil and gas reserves. Proved oil and gas reserves
are the estimated quantities of crude oil and natural gas, which, by analysis of geoscience and engineering data, can be
estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and
under existing economic conditions, operating methods, and government regulation before the time at which contracts
providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether
183
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
the estimate is a deterministic estimate or probabilistic estimate. Existing economic conditions include prices and costs
at which economic producibility from a reservoir is to be determined. The price shall be the average price during the
12-month period before the ending date of the period covered by the proved oil and gas reserve report, determined as
an unweighted arithmetic average of the first-day-of-the-month price for each month within such period unless prices
are defined by contractual arrangements, excluding escalations based upon future conditions. The costs shall be that
prevailing at the end of the period.
Exploratory wells in areas not requiring major capital expenditures are evaluated for economic viability within one
year of completion of drilling. The related well costs are expensed as dry holes if it is determined that such economic
viability is not attained. Otherwise, the related well costs are reclassified to oil and gas properties and are subject to
impairment review (Note 3(f)). For exploratory wells that are found to have economically viable reserves in areas where
major capital expenditure will be required before production can commence, the related well costs remain capitalised only
if additional drilling is underway or firmly planned. Otherwise the related well costs are expensed as dry holes. The Group
does not have any significant costs of unproved properties capitalised in oil and gas properties.
The Ministry of Land and Resources in China issues production licenses to applicants on the basis of the reserve
reports approved by relevant authorities.
The cost of oil and gas properties is amortised at the field level based on the units of production method. Units
of production rates are based on oil and gas reserves estimated to be recoverable from existing facilities based on the
current terms of the Group’s production licenses.
Expenditures on acquired patents, trademarks, technical know-how and licenses are capitalised at historical cost
and amortised using the straight-line method over their estimated useful lives. Intangible assets are not subsequently
revalued. The carrying amount of each intangible asset is reviewed annually and adjusted for impairment whenever events
or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised
whenever the carrying amount of an asset exceeds its recoverable amount and is recognised in the consolidated profit or
loss. The recoverable amount is measured as the higher of fair value less costs to sell and value in use. Value in use is the
estimated net present value of future cash flows to be derived from the asset.
Goodwill arises on the acquisition of subsidiaries, associates and joint ventures and represents the excess of the
consideration transferred over the interest in net fair value of the net identifiable assets, liabilities and contingent liabilities
of the acquiree and the amount of any non-controlling interests in the acquiree.
Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances
indicate a potential impairment. The carrying value of goodwill is compared to the recoverable amount, which is the
higher of value in use and the fair value less costs to sell. Any impairment is recognised immediately as an expense and is
not subsequently reversed.
184
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
(Amounts in millions unless otherwise stated)
Financial assets are classified into the following categories: financial assets at fair value through profit or loss, held-
to-maturity investments, loans and receivables and available-for-sale financial assets. The classification depends on the
purpose for which the financial assets were acquired. Management determines the classification of its financial assets
at initial recognition. The Group has principally loans and receivables and available-for-sale financial assets and limited
financial assets at fair value through profit or loss. The detailed accounting policies for loans and receivables, available-
for-sale financial assets and financial assets at fair value through profit or loss held by the Group are set out below.
Classification
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted
in an active market. They are included in current assets, except for those with maturities greater than 12 months after the
date of the statement of financial position, which are classified as non-current assets. The Group’s loans and receivables
comprise accounts receivable, notes receivable, other receivables, time deposits and cash and cash equivalents. The
recognition methods for loans and receivables are disclosed in the respective policy notes.
Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified
in any of the other categories; these are included in non-current assets unless management intends to dispose of the
investment within 12 months of the date of the statement of financial position. The Group’s available-for-sale financial
assets primarily comprise unquoted equity instruments.
Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified
in this category if acquired principally for the purpose of selling in the short term. Derivatives are also categorized as held
for trading unless they are designated as hedges. Assets in this category are classified as current assets if expected to
be settled within 12 months; otherwise, they are classified as non-current.
Regular purchases and sales of financial assets are recognised on the trade-date, the date on which the Group
commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all
financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss
are initially recognised at fair value, and transaction costs are expensed in the income statement. Financial assets are
derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the
Group has transferred substantially all risks and rewards of ownership.
185
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
Available-for-sale financial assets are measured at fair value except where there are no quoted market prices in
active markets and the fair values cannot be reliably measured using valuation techniques. Available-for-sale financial
assets that do not have quoted market prices in active markets and whose fair value cannot be reliably measured are
carried at cost. Changes in the fair value of monetary and non-monetary securities classified as available for sale are
recognised in other comprehensive income. Financial assets at fair value through profit or loss are subsequently carried at
fair value. Gains or losses arising from changes in the fair value of the “financial assets at fair value through profit or loss”
category are presented in the income statement within “other income / (expenses), net” in the period in which they arise.
The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset is
impaired. The amount of the impairment loss is measured as the difference between the carrying amount of the available-
for-sale financial asset and the present value of the estimated cash flows.
(j) Leases
Leases of property, plant and equipment where the Group assumes substantially all the benefits and risks of
ownership are classified as finance leases. The Group has no significant finance leases.
Leases of assets under which a significant portion of the risks and benefits of ownership are effectively retained by
the lessors are classified as operating leases. Payments made under operating leases (net of any incentives received from
the lessors) are expensed on a straight-line basis over the lease terms. Payments made to the PRC’s land authorities
to secure land use rights (excluding mineral properties) are treated as operating leases. Land use rights are generally
obtained through advance lump-sum payments and the terms of use range up to 50 years.
(k) Inventories
Inventories include oil products, chemical products and materials and supplies which are stated at the lower of cost
and net realisable value. Cost is primarily determined by the weighted average cost method. The cost of finished goods
comprises raw materials, direct labour, other direct costs and related production overheads, but excludes borrowing
costs. Net realisable value is the estimated selling price in the ordinary course of business, less the cost of completion
and selling expenses.
Accounts receivable are recognised initially at fair value and subsequently measured at amortised cost using
the effective interest method, less provision made for impairment of these receivables. Such provision for impairment
is established if there is objective evidence that the Group will not be able to collect amounts due according to the
original terms of the receivables. The factors the Group considers when assessing whether an account receivable is
impaired include but are not limited to significant financial difficulties of the customer, probability that the debtor will
enter bankruptcy or financial reorganisation and default or delinquency in payments. The amount of the provision is the
difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the
original effective interest rate.
Cash and cash equivalents comprise cash in hand, deposits held with banks and highly liquid investments with
original maturities of three months or less from the time of purchase.
186
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
(Amounts in millions unless otherwise stated)
Accounts payable are recognised initially at fair value and subsequently measured at amortised cost using the
effective interest method.
(o) Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred. In subsequent periods, borrowings
are stated at amortised cost using the effective interest method. Any difference between proceeds (net of transaction
costs) and the redemption value is recognised in the consolidated profit or loss over the period of the borrowings.
General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying
assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are
added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
Borrowings are classified as current liabilities unless the Group has unconditional rights to defer settlements of the
liabilities for at least 12 months after the reporting period.
(p) Taxation
Deferred tax is provided in full, using the liability method, for temporary differences arising between the tax bases of
assets and liabilities and their carrying values in the financial statements. However, deferred tax is not accounted for if it
arises 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 loss. Deferred tax is determined using tax rates that have
been enacted or substantively enacted by the date of the statement of financial position and are expected to apply to the
period when the related deferred tax asset is realised or deferred tax liability is settled.
The principal temporary differences arise from depreciation on oil and gas properties and equipment and provision
for impairment of receivables, inventories, investments and property, plant and equipment. Deferred tax assets relating to
the carry forward of unused tax losses are recognised to the extent that it is probable that future taxable income will be
available against which the unused tax losses can be utilised.
The Group also incurs various other taxes and levies that are not income taxes. “Taxes other than income taxes”,
which form part of operating expenses, primarily comprise a crude oil special gain levy (Note 9), consumption tax (Note 9),
resource tax (Note 9), urban construction tax, education surcharges and business tax.
Sales are recognised upon delivery of products and customer acceptance or performance of services, net of value
added taxes and discounts. Revenues are recognised only when the Group has transferred to the buyer the significant
risks and rewards of ownership of the goods in the ordinary course of the Group’s activities, and when the amount of
revenue and the costs incurred or to be incurred in respect of the transaction can be measured reliably and collectability
of the related receivables is reasonably assured.
187
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
The Group markets a portion of its natural gas under take-or-pay contracts. Customers under the take-or-pay
contracts are required to take or pay for the minimum natural gas deliveries specified in the contract clauses. Revenue
recognition for natural gas sales and transmission tariff under the take-or-pay contracts follows the accounting policies
described in this note. Payments received from customers for natural gas not yet taken are recorded as deferred
revenues until actual deliveries take place.
(r) Provisions
Provisions are recognised when the Group has present legal or constructive obligations as a result of past events,
it is probable that an outflow of resources will be required to settle the obligations, and reliable estimates of the amounts
can be made.
Provision for future decommissioning and restoration is recognised in full on the installation of oil and gas properties.
The amount recognised is the present value of the estimated future expenditure determined in accordance with local
conditions and requirements. A corresponding addition to the related oil and gas properties of an amount equivalent
to the provision is also created. This is subsequently depreciated as part of the costs of the oil and gas properties. Any
change in the present value of the estimated expenditure other than due to passage of time which is regarded as interest
expense, is reflected as an adjustment to the provision and oil and gas properties.
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.
The Group contributes to various employee retirement benefit plans organised by PRC municipal and provincial
governments under which it is required to make monthly contributions to these plans at prescribed rates for its
employees in China. The relevant PRC municipal and provincial governments undertake to assume the retirement benefit
obligations of existing and future retired employees of the Group in China. The Group has similar retirement benefit plans
for its employees in its overseas operations. Contributions to these PRC and overseas plans (“defined contribution plan”)
are charged to expense as incurred. In addition, the Group joined the corporate annuity plan approved by relevant PRC
authorities. Contribution to the annuity plan is charged to expense as incurred. The Group currently has no additional
material obligations outstanding for the payment of retirement and other post-retirement benefits of employees in the
PRC or overseas other than what described above.
There are no IFRSs or IFRIC interpretations that are effective for the first time for the financial year beginning on or
after January 1, 2014 that would be expected to have a material impact on the Group.
188
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
(Amounts in millions unless otherwise stated)
(ii) Standards, amendments and interpretations to existing standards that are not yet effective and have not been
early adopted by the Group
IFRS 9 (2009) introduces new requirements for the classification and measurement of financial assets. Under IFRS
9 (2009), financial assets are classified and measured based on the business model in which they are held and the
characteristics of their contractual cash flows. IFRS 9 (2010) introduces additional changes relating to financial liabilities.
The IASB currently has an active project to make limited amendments to address the impairment of financial assets and
hedge accounting.
IFRS 9 (2010) and (2009) are effective for annual periods beginning on or after 1 January 2015, with early adoption
permitted. The adoption of these standards is expected to have an impact on the Group’s financial assets, but no impact
on the Group’s financial liabilities.
The Group’s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk.
Market risk is the possibility that changes in foreign exchange rates, interest rates and the prices of oil and gas
products will adversely affect the value of assets, liabilities and expected future cash flows.
The Group conducts its domestic business primarily in RMB, but maintains a portion of its assets in other currencies
to pay for imported crude oil, imported equipment and other materials and to meet foreign currency financial liabilities.
The Group is exposed to currency risks arising from fluctuations in various foreign currency exchange rates against the
RMB. The RMB is not a freely convertible currency and is regulated by the PRC government. Limitations on foreign
exchange transactions imposed by the PRC government could cause future exchange rates to vary significantly from
current or historical exchange rates.
Additionally, the Group operates internationally and foreign exchange risk arises from future acquisitions and
commercial transactions, recognised assets and liabilities and net investments in foreign operations. Certain entities in
the Group might use currency derivatives to manage such foreign exchange risk.
The Group has no significant interest rate risk on interest-bearing assets. The Group’s exposure to interest rate risk
arises from its borrowings. The Group’s borrowings at floating rates expose the Group to cash flow interest rate risk and
its borrowings at fixed rates expose the Group to fair value interest rate risk. However, the exposure to interest rate risk is
not material to the Group. A detailed analysis of the Group’s borrowings, together with their respective interest rates and
maturity dates, is included in Note 28.
189
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
The Group is engaged in a wide range of oil and gas products-related activities. Prices of oil and gas 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 on the Group. The Group did not enter into any material
hedging of its price risk during the year.
Credit risk arises from cash and cash equivalents, time deposits with banks and credit exposure to customers with
outstanding receivable balances.
A substantial portion of the Group’s cash at bank and time deposits are placed with the major state-owned banks
and financial institutions in China and management believes that the credit risk is low.
The Group performs ongoing assessment of the credit quality of its customers and sets appropriate credit limits
taking into account the financial position and past history of defaults of customers. The Group’s accounts receivable
balances over 3 years have been substantially provided for and accounts receivable balances within one year are
generally neither past due nor impaired. The aging analysis of accounts receivable (net of impairment of accounts
receivable) is presented in Note 23. The Group’s accounts receivable balances that are neither past due nor impaired are
with customers with no recent history of default.
The carrying amounts of cash and cash equivalents, time deposits placed with banks, accounts receivable, other
receivables and notes receivable included in the consolidated statement of financial position represent the Group’s
maximum exposure to credit risk. No other financial assets carry a significant exposure to credit risk.
Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations associated with financial
liabilities.
In managing its liquidity risk, the Group has access to funding at market rates through equity and debt markets,
including using undrawn committed borrowing facilities to meet foreseeable borrowing requirements.
Given the low level of gearing and continued access to funding, the Group believes that its liquidity risk is not
material.
Analysis of the Group’s financial liabilities based on the remaining period at the date of the statement of financial
position to the contractual maturity dates are presented in Note 28.
The Group’s objectives when managing capital are to safeguard its ability to continue as a going concern, optimise
returns for owners and to minimise its cost of capital. In meeting its objectives of managing capital, the Group may issue
new shares, adjust its debt levels or the mix between short-term and long-term borrowings.
190
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
(Amounts in millions unless otherwise stated)
The Group monitors capital on the basis of the gearing ratio which is calculated as interest-bearing borrowings /
(interest-bearing borrowings + total equity). The gearing ratio at December 31, 2014 is 29.0 % (December 31, 2013:
28.1%).
The methods and assumptions applied in determining the fair value of each class of financial assets and financial
liabilities of the Group at December 31, 2014 and 2013 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 and cash equivalents, time deposits with maturities over three months but within one
year, accounts receivable, other receivables, trade payables, 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 28.
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 consolidated financial statements.
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 consolidated 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. 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, etc.
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 taking into account current economic conditions.
Favourable changes to some assumptions, or not updating assumptions previously made, may allow the Group to avoid
the need to impair any assets, whereas unfavourable changes may cause the assets to become impaired.
191
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
Provision is recognised for the future decommissioning and restoration of oil and gas properties. The amount of the
provision recognised is 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 levels, 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 and estimates of discount rates. 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.
6 TURNOVER
Turnover represents revenues from the sale of crude oil, natural gas, refined products and petrochemical products
and from the transmission of crude oil, refined products and natural gas. Analysis of turnover by segment is shown in
Note 38.
2014 2013
RMB RMB
Items credited and charged in arriving at the profit before income tax expense include:
Credited
Dividend income from available-for-sale financial assets 275 358
Reversal of provision for impairment of receivables 56 80
Reversal of write down in inventories 74 53
Gain on disposal of certain pipeline net assets and operations - 24,822
Charged
Amortisation of intangible and other assets 4,531 3,695
Auditors’ remuneration (i) 53 53
Cost of inventories recognised as expense 1,713,290 1,676,539
Provision for impairment of receivables 86 29
Loss on disposal of property, plant and equipment 3,721 3,543
Operating lease expenses 12,582 11,902
Research and development expenses 13,088 14,157
Write down in inventories 1,924 413
(i) The auditors’ remuneration above represents the annual audit fees paid by the Company. This remuneration does not include
fees of RMB 34 payable to the Company’s current auditor and its network firms which primarily relates to audit fees paid by
subsidiaries and other audit related services (2013: RMB 28).
192
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
(Amounts in millions unless otherwise stated)
2014 2013
RMB RMB
Wages, salaries and allowances 78,329 75,691
Social security costs 42,493 40,731
120,822 116,422
Social security costs mainly represent contributions to plans for staff welfare organised by the PRC municipal and
provincial governments and others including contributions to the retirement benefit plans (Note 33).
2014 2013
RMB RMB
Crude oil special gain levy 64,376 72,726
Consumption tax 104,262 99,800
Resource tax 26,305 28,409
Other 43,054 47,151
237,997 248,086
10 INTEREST EXPENSE
2014 2013
RMB RMB
Interest on
Bank loans
- wholly repayable within five years 1,921 1,457
- not wholly repayable within five years 5 7
Other loans
- wholly repayable within five years 19,325 20,600
- not wholly repayable within five years 11 203
Accretion expense (Note 32) 5,406 4,690
Less: Amounts capitalised (3,349) (3,876)
23,319 23,081
Amounts capitalised are borrowing costs that are attributable to the construction of a qualifying asset. The average
interest rate used to capitalise such general borrowing cost was 5.76 % per annum for the year ended December 31,
2014.
193
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
Details of the emoluments of directors and supervisors for the years ended December 31, 2014 and 2013 are as
follows:
2014 2013
Fee for Salaries, Contribution
directors and allowances and to retirement
Name supervisors other benefits benefit scheme Total Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Chairman:
Mr. Zhou Jiping - - - - 1,212
Vice Chairman:
Mr. Wang Dongjin(i) - 1,081 56 1,137 1,066
Executive director:
Mr. Liu Hongbin(ii) - 945 56 1,001 855
Non-executive directors:
Mr. Li Xinhua(iii) - - - - -
Mr. Wang Guoliang(iii) - - - - -
Mr. Yu Baocai - - - - -
Mr. Shen Diancheng(iii) - - - - -
Mr. Liu Yuezhen(iii) - - - - -
Mr. Liu Hongru(iii) 153 - - 153 243
Mr. Franco Bernabè(iii) 111 - - 111 244
Mr. Li Yongwu(iii) 161 - - 161 252
Mr. Cui Junhui(iii) - - - - 255
Mr. Chen Zhiwu 228 - - 228 219
Mr Richard H. Matzke(iii) 116 - - 116 -
Mr. Lin Boqiang(iii) 172 - - 172 -
Mr. Zhang Biyi(iii) 153 - - 153 -
1,094 - - 1,094 1,213
Supervisors:
Mr. Guo Jinping - - - - -
Mr. Sun Xianfeng - - - - -
Mr. Li Qingyi - - - - -
Mr. Zhang Fengshan(iv) - - - - -
Mr. Jia Yimin(iv) - - - - -
Mr. Jiang Lifu(iv) - - - - -
Mr. Wang Guangjun(iv) - 461 22 483 779
Mr. Li Luguang(iv) - 510 19 529 -
Mr. Yao Wei - 737 56 793 857
Mr. Liu Hehe - 591 24 615 710
Mr. Yang Hua(iv) - 445 9 454 -
Mr. Li Jiamin(iv) - 593 37 630 -
Mr. Wang Daocheng(iv) 112 - - 112 228
Mr. Fan Fuchun(iv) 106 - - 106 145
218 3,337 167 3,722 2,719
1,312 5,363 279 6,954 7,065
194
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
(Amounts in millions unless otherwise stated)
(i) Mr. Wang Dongjin was elected as the vice chairman from May 22, 2014, Mr. Wang Dongjin is also as the Chief Executive.
(ii) Mr. Liu Hongbin was elected as the executive director from May 22, 2014.
(iii) Mr. Li Xinhua, Mr.Wang Guoliang, Mr. Liu Hongru, Mr. Franco Bernabè, Mr. Li Yongwu and Mr. Cui Junhui ceased being
directors from May 22, 2014; Mr. Shen Diancheng, Mr. Liu Yuezhen, Mr Richard H. Matzke and Mr. Lin Boqiang were elected
as directors from May 22, 2014.
Mr. Zhang Biyi was elected as a director from October 29, 2014.
(iv) Mr. Wang Guangjun, Mr. Wang Daocheng and Mr. Fan Fuchun ceased being supervisors from May 22, 2014; Mr. Zhang
Fengshan, Mr. Jia Yimin, Mr. Li Luguang, Mr.Li Jiamin were elected as supervisors from May 22, 2014.
Mr. Jiang Lifu and Mr. Yang Hua were elected as supervisors from October 29, 2014.
(v) The emoluments received by the following peoples are not reflected in the analysis shown above:
Mr. Jiang Jiemin ceased being the chairman from March 18, 2013, and received no emoluments from the Company during the
year 2014 and 2013; Mr. Liao Yongyuan ceased being the non-executive director and vice chairman from March 17, 2015, and
emoluments received from the Company during the year 2014 and 2013 were RMB nil and RMB 1.124, respectively; Mr. Ran
Xinquan ceased being the executive director from August 26, 2013, and emoluments received from the Company during the
year 2014 and 2013 were RMB nil and RMB 0.402, respectively; Mr. Wang Lixin ceased being the supervisor from August 26,
2014, and received no emoluments from the Company during the year 2014 and 2013; Mr. Wen Qingshan ceased being the
supervisor from December 17, 2013, and received no emoluments from the Company during the year 2014 and 2013.
None of the directors and supervisors has waived their remuneration during the year ended December 31, 2014
except for Mr. Cui Junhui. (2013: None)
The five highest paid individuals in the Company for the year ended December 31, 2014 include five directors whose
emoluments are reflected in the analysis shown above and the note.
The five highest paid individuals in the Company for the year ended December 31, 2013 include four directors and
one supervisor whose emoluments are reflected in the analysis shown above and the note.
During 2014 and 2013, the Company did not incur any severance payment to any director for loss of office or any
payment as inducement to any director to join the Company.
195
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
2014 2013
RMB RMB
In accordance with the relevant PRC income tax rules and regulations, the PRC corporate income tax rate
applicable to the Group is principally 25%. Operations of the Group in western regions in China qualified for certain tax
incentives in the form of a preferential income tax rate of 15% through the year 2020.
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:
2014 2013
RMB RMB
The profit attributable to owners of the Company is dealt with in the consolidated financial statements of the Group
to the extent of RMB 107,172 for the year ended December 31, 2014 (2013: RMB 129,599).
Basic and diluted earnings per share for the year ended December 31, 2014 and 2013 have been computed by
dividing profit for the year attributable to owners of the Company by 183,021 million shares issued and outstanding for
the year.
196
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
(Amounts in millions unless otherwise stated)
15 DIVIDENDS
2014 2013
RMB RMB
Interim dividends attributable to owners of the Company for 2014 (a) 30,656 -
Proposed final dividends attributable to owners of the Company for 2014 (b) 17,572 -
Interim dividends attributable to owners of the Company for 2013 (c) - 29,485
Final dividends attributable to owners of the Company for 2013 (d) - 28,835
48,228 58,320
(a) Interim dividends attributable to owners of the Company in respect of 2014 of RMB 0.16750 yuan per share amounting to a
total of RMB 30,656 were paid on September 19, 2014 (A shares) and September 29, 2014 (H shares).
(b) At the fifth meeting of the Sixth Session of the Board of the Company, the Board of Directors proposed final dividends
attributable to owners of the Company in respect of 2014 of RMB 0.09601 yuan per share amounting to a total of RMB
17,572. These consolidated financial statements do not reflect this dividend payable as the final dividends were proposed after
the reporting period and will be accounted for in equity as an appropriation of retained earnings in the year ending December
31, 2015 when approved at the forthcoming Annual General Meeting.
(c) Interim dividends attributable to owners of the Company in respect of 2013 of RMB 0.16110 yuan per share amounting to a
total of RMB 29,485 were paid on October 24, 2013.
(d) Final dividends attributable to owners of the Company in respect of 2013 of RMB 0.15755 yuan per share amounting to a total
of RMB 28,835 were paid on July 17, 2014.
(e) Final dividends attributable to owners of the Company in respect of 2012 of RMB 0.13106 yuan per share amounting to a total
of RMB 23,985 were paid on July 18, 2013.
197
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
Group
198
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
(Amounts in millions unless otherwise stated)
Company
199
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
The depreciation charge of the Group for the year ended December 31, 2014 included impairment losses of RMB
3,685 (2013: RMB 3,857 primarily related to certain of the Group’s chemical production facilities ) primarily related to
oil and gas wells facilities. The impairment of these properties is due primarily to higher production costs and operating
costs. The carrying values of these assets were written down to their recoverable values.
The following table indicates the changes to the Group’s exploratory well costs, which are included in construction
in progress, for the years ended December 31, 2014 and 2013.
2014 2013
RMB RMB
At beginning of the year 24,507 22,338
Additions to capitalised exploratory well costs pending the
determination of proved reserves 26,504 30,640
Reclassified to wells, facilities, and equipment based on the
determination of proved reserves (18,070) (16,433)
Capitalised exploratory well costs charged to expense (12,063) (12,038)
At end of the year 20,878 24,507
The following table provides an aging of capitalised exploratory well costs based on the date the drilling was
completed.
December December
31, 2014 31, 2013
RMB RMB
One year or less 14,913 18,736
Over one year 5,965 5,771
Balance at December 31 20,878 24,507
RMB 5,965 at December 31, 2014 (December 31, 2013: RMB 5,771) of capitalised exploratory well costs over
one year are principally related to wells that are under further evaluation of drilling results or pending completion of
development planning to ascertain economic viability.
200
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
(Amounts in millions unless otherwise stated)
The summarised financial information of the Group’s principal associates and joint ventures, including the
aggregated amounts of assets, liabilities, turnover, profit or loss and the interest held by the Group were as follows:
Interest Held
Country of Registered
Name Incorporation Capital Principle Activities Direct % Indirect %
201
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
Dividends received and receivable from associates and joint ventures were RMB 11,815 in 2014 (2013: RMB 9,226).
In 2014, investments in associates and joint ventures of RMB 71 (2013: RMB 238) were disposed of, resulting in a
gain of RMB 41 (2013: a gain of RMB 11).
In 2014, the share of profit and other comprehensive income in all individually immaterial associates and joint
ventures accounted for using equity method in aggregate was RMB 5,661 (2013: RMB 7,313) and RMB 113 (2013: RMB
15), respectively.
Interest in Associates
Summarised financial information in respect of the Group’s principal associates and reconciliation to carrying
amount is as follows:
202
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
(Amounts in millions unless otherwise stated)
Summarised balance sheet in respect of the Group’s principal joint ventures and reconciliation to carrying amount is
as follows:
203
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
Summarised statement of comprehensive income and dividends received by the group is as follows:
Group Company
December December December December
31, 2014 31, 2013 31, 2014 31, 2013
RMB RMB RMB RMB
Available-for-sale financial assets 2,489 1,961 1,775 1,619
Less: Impairment losses (319) (320) (289) (310)
2,170 1,641 1,486 1,309
Available-for-sale financial assets comprise principally unlisted equity securities and bonds.
In 2014, available-for-sale financial assets of RMB 67 (2013: RMB 51) were disposed of, resulting in the realisation
of a gain of RMB 100 (2013: a loss of RMB 10).
204
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
(Amounts in millions unless otherwise stated)
19 SUBSIDIARIES
CNPC Exploration PRC 16,100 Limited 50.00 57.14 Exploration, production and sale of
and Development liability crude oil and natural gas in and
Company Limited (i) company outside the PRC
PetroChina Hong Hong Kong HK Dollar Limited 100.00 100.00 Investment holding. The principal
Kong Limited 7,592 liability activities of its subsidiaries,
company associates and joint ventures are
the exploration, production and
sale of crude oil in and outside the
PRC as well as natural gas sale
and transmission in the PRC
PetroChina PRC 31,314 Limited 100.00 100.00 Investment holding. The principal
International liability activities of its subsidiaries and
Investment company joint ventures are the exploration,
Company Limited development and production of
crude oil, natural gas, oilsands and
coalbed methane outside the PRC
PetroChina Northwest PRC 62,500 Limited 52.00 52.00 Storage, transportation and
United Pipeline liability development of crude oil and
Company Limited company natural gas, construction and
related technology consulting of
petroleum and natural gas pipeline
project, import and export of goods
and technology, purchase and sale
of materials in the PRC
PetroChina East PRC 10,000 Limited 100.00 100.00 Construction and related
Pipeline Company liability technology consulting of petroleum
Limited (ii) company and natural gas pipeline project,
import and export of goods and
technology, technology promotion
service, oil and gas pipeline
transportation in the PRC
(i) The Group consolidated the financial statements of the entity because it is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns through its power over the entity.
(ii) In May 2014, PetroChina East Pipeline Company Limited, in which the Group has 100% equity interest, was established with a
registered capital of RMB 10,000.
205
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
Summarised financial information in respect of the Group’s principal subsidiaries with significant non-controlling
interests as follows:
206
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
(Amounts in millions unless otherwise stated)
Group Company
December December December December
31, 2014 31, 2013 31, 2014 31, 2013
RMB RMB RMB RMB
Land use rights 48,702 45,194 38,131 35,921
Advance lease payments 17,639 17,255 15,267 15,037
66,341 62,449 53,398 50,958
Advance operating lease payments are amortised over the related lease terms using the straight-line method.
Group
(i) Goodwill primarily relates to the acquisition of Singapore Petroleum Company and Petroineos Trading Limited, completed in
2009 and 2011 respectively. The recoverable amount of all cash-generating units has been determined based on value-in-
use calculations. These calculations use pre-tax cash flow projections based on financial budgets approved by management.
The discount rates used are pre-tax and reflect specific risks relating to the cash-generating unit. Based on the estimated
recoverable amount, no impairment was identified.
Company
207
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
22 INVENTORIES
Group Company
December December December December
31, 2014 31, 2013 31, 2014 31, 2013
RMB RMB RMB RMB
Crude oil and other raw materials 59,870 94,823 45,936 75,307
Work in progress 13,165 17,529 13,041 18,600
Finished goods 95,154 115,247 65,542 79,733
Spare parts and consumables 39 49 16 18
168,228 227,648 124,535 173,658
Less: Write down in inventories (2,251) (631) (489) (368)
165,977 227,017 124,046 173,290
The carrying amounts of inventories of the Group, which are carried at net realisable value, amounted to RMB 6,025
at December 31, 2014 (December 31, 2013: RMB 5,426).
23 ACCOUNTS RECEIVABLE
Group Company
December December December December
31, 2014 31, 2013 31, 2014 31, 2013
RMB RMB RMB RMB
The aging analysis of accounts receivable (net of impairment of accounts receivable) based on the invoice date (or
date of revenue recognition, if earlier), at December 31, 2014 and 2013 is as follows:
Group Company
December December December December
31, 2014 31, 2013 31, 2014 31, 2013
RMB RMB RMB RMB
208
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
(Amounts in millions unless otherwise stated)
Group
2014 2013
RMB RMB
Group Company
December December December December
31, 2014 31, 2013 31, 2014 31, 2013
RMB RMB RMB RMB
25 NOTES RECEIVABLE
Notes receivable represent mainly bills of acceptance issued by banks for the sale of goods and products. All notes
receivable are due within one year.
The weighted average effective interest rate on bank deposits was 2.23% per annum for the year ended December
31, 2014 (2013: 2.03% per annum).
209
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
Group Company
December December December December
31, 2014 31, 2013 31, 2014 31, 2013
RMB RMB RMB RMB
Other consists primarily of loans borrowed from foreign enterprises and customer deposits.
The aging analysis of trade payables at December 31, 2014 and 2013 is as follows:
Group Company
December December December December
31, 2014 31, 2013 31, 2014 31, 2013
RMB RMB RMB RMB
28 BORROWINGS
Group Company
December December December December
31, 2014 31, 2013 31, 2014 31, 2013
RMB RMB RMB RMB
210
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
(Amounts in millions unless otherwise stated)
Borrowings of the Group of RMB 50,878 were guaranteed by CNPC, its fellow subsidiaries and a third party at
December 31, 2014 (December 31, 2013: RMB 44,052).
The Group’s borrowings include secured liabilities totaling RMB 3,367 at December 31, 2014 (December 31, 2013:
RMB 5,604). These borrowings are majority secured over certain of the Group’s time deposits with maturities over one
year amounting to RMB 3,301 (December 31, 2013: RMB 5,486).
Group Company
December December December December
31, 2014 31, 2013 31, 2014 31, 2013
RMB RMB RMB RMB
Total borrowings:
- interest free 1,345 181 139 181
- at fixed rates 339,624 335,749 320,739 322,643
- at floating rates 198,460 159,699 110,541 119,503
539,429 495,629 431,419 442,327
Weighted average effective interest rates:
- bank loans 1.90% 2.34% 2.25% 3.10%
- corporate debentures 4.59% 4.59% 4.59% 4.59%
- medium-term notes 4.12% 3.93% 4.11% 3.93%
- other loans 4.15% 4.26% 4.43% 4.26%
The borrowings by major currency at December 31, 2014 and December 31, 2013 are as follows:
Group Company
December December December December
31, 2014 31, 2013 31, 2014 31, 2013
RMB RMB RMB RMB
The fair values of the Group’s long-term borrowings including the current portion of long-term borrowings are
RMB 416,017 (December 31, 2013: RMB 368,715) at December 31, 2014. The fair values of the Company’s long-term
borrowings including the current portion of long-term borrowings are RMB 315,843 (December 31, 2013: RMB 303,925)
at December 31, 2014. The carrying amounts of short-term borrowings approximate their fair values.
The fair values are based on discounted cash flows using applicable discount rates based upon the prevailing
market rates of interest available to the Group for financial instruments with substantially the same terms and
characteristics at the dates of the statement of financial position. Such discount rates ranged from 0.27% to 6.18% per
annum as of December 31, 2014 (December 31, 2013: 0.37% to 6.55%) depending on the type of the borrowings.
The following table sets out the borrowings’ remaining contractual maturities at the date of the statement of financial
position, which are based on contractual undiscounted cash flows including principal and interest, and the earliest
contractual maturity date:
211
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
Group Company
December December December December
31, 2014 31, 2013 31, 2014 31, 2013
RMB RMB RMB RMB
Within 1 year 189,435 209,010 165,535 199,889
Between 1 and 2 years 76,999 72,992 54,752 61,710
Between 2 and 5 years 222,379 203,330 160,546 178,810
After 5 years 128,580 59,831 121,471 56,824
617,393 545,163 502,304 497,233
29 SHARE CAPITAL
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 RMB 1.00 yuan 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 ADSs (each representing 100 H shares) in a global initial public offering (“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. The H shares and ADSs were issued at prices of HK$ 1.28
per H share and US$ 16.44 per ADS respectively for which the net proceeds to the Company were approximately RMB
20 billion. The shares issued pursuant to the Global Offering rank equally with existing shares.
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.
On September 1, 2005, the Company issued an additional 3,196,801,818 new H shares at HK$ 6.00 per share
and net proceeds to the Company amounted to 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.
212
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
(Amounts in millions unless otherwise stated)
Shareholders’ rights are governed by the Company Law of the PRC that requires an increase in registered capital to
be approved by the shareholders in shareholders’ general meetings and the relevant PRC regulatory authorities.
30 RESERVES
Group Company
2014 2013 2014 2013
RMB RMB RMB RMB
Capital Reserve
Beginning balance 133,308 133,308 130,681 130,681
Ending balance 133,308 133,308 130,681 130,681
Statutory Common Reserve Fund (a)
Beginning balance 175,051 161,623 163,959 150,523
Transfer from retained earnings 9,686 13,436 9,686 13,436
Others - (8) - -
Ending balance 184,737 175,051 173,645 163,959
Special Reserve-Safety Fund Reserve
Beginning balance 8,922 10,054 6,398 7,080
Safety fund reserve 1,423 (1,132) 629 (682)
Ending balance 10,345 8,922 7,027 6,398
Currency translation differences
Beginning balance (13,956) (5,115) - -
Currency translation differences (6,158) (8,841) - -
Ending balance (20,114) (13,956) - -
Other reserves
Beginning balance (22,911) (22,689) (6,527) (6,487)
Acquisition of subsidiaries (48) - - -
Fair value gain / (loss) on available-for-sale financial
assets 106 37 140 (20)
Share of the other comprehensive income/ (loss) of
associates and joint ventures accounted for using
the equity method 159 (218) - -
Capital contribution from non-controlling interests (9) (20) - -
Disposal of subsidiaries - 1 - -
Other (3) (22) (205) (20)
Ending balance (22,706) (22,911) (6,592) (6,527)
285,570 280,414 304,761 294,511
(a) Pursuant to the PRC regulations and the Company’s Articles of Association, the Company is required to transfer 10% of its
net profit, as determined under the PRC accounting regulations, to a Statutory Common Reserve Fund (“Reserve Fund”).
Appropriation to the Reserve Fund may cease when the fund aggregates to 50% of the Company’s registered capital. The
transfer to this reserve must be made before distribution of dividends to shareholders.
The Reserve Fund shall only be used to make good previous years’ losses, to expand the Company’s production operations,
or to increase the capital of the Company. Upon approval of a resolution of shareholders’ in a general meeting, the Company
may convert its Reserve Fund into share capital and issue bonus shares to existing shareholders in proportion to their original
shareholdings or to increase the nominal value of each share currently held by them, provided that the balance of the Reserve
Fund after such issuance is not less than 25% of the Company’s registered capital.
(b) According to the relevant PRC regulations, the distributable reserve is the lower of the retained earnings computed under PRC
accounting regulations and IFRS. As of December 31, 2014, the Company’s distributable reserve amounted to RMB 608,423
(December 31, 2013: RMB 580,720).
213
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
31 DEFERRED TAXATION
Deferred taxation is calculated on temporary differences under the liability method using a principal tax rate of 25%.
Group Company
2014 2013 2014 2013
RMB RMB RMB RMB
At beginning of the year 3,940 20,843 (9,167) 4,415
Transfer to profit and loss (Note 12) (3,276) (16,323) (1,212) (13,576)
Charge / (credit) to other comprehensive income 45 (6) 45 (6)
Acquisition of subsidiaries 413 - - -
Currency translation differences (217) (574) - -
At end of the year 905 3,940 (10,334) (9,167)
Deferred tax balances before offset are attributable to the following items:
Group Company
December December December December
31, 2014 31, 2013 31, 2014 31, 2013
RMB RMB RMB RMB
Deferred tax assets:
Current:
Receivables and inventories 11,965 13,522 7,339 6,548
Tax losses 20,861 15,615 17,128 12,884
Non-current:
Impairment of long-term assets 6,773 7,362 6,365 7,018
Other 6,976 4,859 2,906 2,765
Total deferred tax assets 46,575 41,358 33,738 29,215
214
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
(Amounts in millions unless otherwise stated)
Group Company
December December December December
31, 2014 31, 2013 31, 2014 31, 2013
RMB RMB RMB RMB
Deferred tax assets 14,995 11,226 10,334 9,167
Deferred tax liabilities 15,900 15,166 - -
There were no material unrecognised tax losses at December 31, 2014 and 2013.
Group Company
2014 2013 2014 2013
RMB RMB RMB RMB
Asset retirement obligations relate to oil and gas properties (Note 16).
33 PENSIONS
The Group participates in various employee retirement benefit plans (Note 3(t)). Expenses incurred by the Group in
connection with the retirement benefit plans for the year ended December 31, 2014 amounted to RMB 15,674 (2013:
RMB 14,855).
34 CONTINGENT LIABILITIES
At December 31, 2014 and 2013, the Group did not guarantee related parties or third parties any borrowings or
others.
215
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
China has adopted extensive environmental laws and regulations that affect the operation of the oil and gas industry.
Under existing legislation, however, management believes that there are no probable liabilities, except for the amounts
which have already been reflected in the consolidated financial statements, which may have a material adverse effect on
the financial position of the Group.
Notwithstanding certain insignificant lawsuits as well as other proceedings outstanding, management believes that
any resulting liabilities will not have a material adverse effect on the financial position of the Group.
The Group has insurance coverage for vehicles and certain assets that are subject to significant operating risks,
third-party liability insurance against claims relating to personal injury, property and environmental damages that result
from accidents and also employer liabilities insurance. The potential effect on the financial position of the Group of any
liabilities resulting from future uninsured incidents cannot be estimated by the Group at present.
35 COMMITMENTS
Operating lease commitments of the Group are mainly for leasing of land, buildings and equipment. Leases range
from 1 to 50 years and usually do not contain renewal options. Future minimum lease payments as of December 31,
2014 and 2013 under non-cancellable operating leases are as follows:
At December 31, 2014, the Group’s capital commitments contracted but not provided for mainly relating to property,
plant and equipment were RMB 63,027 (December 31, 2013: RMB 55,743).
The operating lease and capital commitments above are transactions mainly with CNPC and its fellow subsidiaries.
216
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
(Amounts in millions unless otherwise stated)
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 RMB 719 for the year ended December 31, 2014 (2013: RMB
717).
Estimated annual payments for the next five years are as follows:
36 MAJOR CUSTOMERS
2014 2013
Percentage of Percentage of
Revenue Total revenue Revenue Total revenue
RMB % RMB %
CNPC, the controlling shareholder of the Company, is a state-controlled enterprise directly controlled by the PRC
government.
Related parties include CNPC and its fellow subsidiaries, their associates and joint ventures, other state-owned
enterprises and their subsidiaries which the PRC government has control, joint control or significant influence over and
enterprises which the Group is able to control, jointly control or exercise significant influence over, key management
personnel of the Company and CNPC and their close family members.
217
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
(a) Transactions with CNPC and its fellow subsidiaries, associates and joint ventures of the Group
The Group has extensive transactions with other companies in CNPC and its fellow subsidiaries. Due to these
relationships, it is possible that the terms of the transactions between the Group and other members of CNPC and its
fellow subsidiaries are not the same as those that would result from transactions with other related parties or wholly
unrelated parties.
The principal related party transactions with CNPC and its fellow subsidiaries, associates and joint ventures of the
Group which were carried out in the ordinary course of business, are as follows:
On August 25, 2011, based on the terms of the Comprehensive Products and Services Agreement amended
in 2008, the Company and CNPC entered into a new Comprehensive Products and Services Agreement (“the
Comprehensive Products and Services Agreement”) for a period of three years which took effect on January 1, 2012.
The Comprehensive Products and Services Agreement provides for a range of products and services which may be
required and requested by either party. The products and services to be provided by CNPC and its fellow subsidiaries
to the Group 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 required and requested by either party are provided in accordance with (1) government-prescribed prices;
or (2) where there is no government-prescribed price, with reference to relevant market prices; or (3) where neither (1)
nor (2) is applicable, the actual cost incurred or the agreed contractual price. On the basis of the existing Comprehensive
Products and Services Agreement, the Company and CNPC entered into a new Comprehensive Products and
Services Agreement on August 28, 2014 for a period of three years which took effect on January 1, 2015. The new
Comprehensive Products and Services Agreement has already incorporated the terms of the current Comprehensive
Products and Services Agreement which was amended in 2011.
• Sales of goods represent the sale of crude oil, refined products, chemical products and natural gas, etc. The total
amount of these transactions amounted to RMB 148,712 in the year ended December 31, 2014 (2013: RMB 115,884).
• Sales of services principally represent the provision of services in connection with the transportation of crude oil
and natural gas, etc. The total amount of these transactions amounted to RMB 9,413 in the year ended December 31,
2014 (2013: RMB 9,139).
• Purchases of goods and services principally represent construction and technical services, production services,
social services, ancillary services and material supply services, etc. The total amount of these transactions amounted to
RMB 409,397 in the year ended December 31, 2014 (2013: RMB 397,015).
• Purchases of assets principally represent the purchases of manufacturing equipment, office equipment and
transportation equipment, etc. The total amount of these transactions amounted to RMB 1,498 in the year ended
December 31, 2014 (2013: RMB 1,228).
• Amounts due from and to CNPC and its fellow subsidiaries, associates and joint ventures of the Group included in
the following accounts captions are summarised as follows:
218
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
(Amounts in millions unless otherwise stated)
• Interest income represents interests from deposits placed with CNPC and its fellow subsidiaries. The total interest
income amounted to RMB 665 in the year ended December 31, 2014 (2013: RMB 429). The balance of deposits at
December 31, 2014 was RMB 31,307 (December 31, 2013: RMB 16,839).
• Purchases of financial service principally represents interest charged on the loans from CNPC and its fellow
subsidiaries, insurance fee, etc. The total amount of these transactions amounted to RMB 15,089 in the year ended
December 31, 2014 (2013: RMB 17,638).
• The borrowings from CNPC and its fellow subsidiaries at December 31, 2014 were RMB 364,789 (December 31,
2013: RMB 327,478).
• Rents and other payments made under financial leasing represent the payable by the Group (including all
rents, leasing service fees and prices for exercising purchase options) for the period according to the financial leasing
agreements entered into by the Group and CNPC and its fellow subsidiaries. The total rents and other payments made
under financial leasing amounted to RMB 201 in the year ended December 31, 2014 (December 31, 2013: RMB 193).
On August 25, 2011, based on the Land Use Rights Leasing Contract signed in 2000, the Company and CNPC
entered into a Supplemental Land Use Rights Leasing Contract which took effect on January 1, 2012. The Supplemental
Land Use Rights Leasing Contract provides for the lease of land covering an aggregate area of approximately 1,783
million square meters located throughout the PRC at a maximal annual fee (exclusive of tax and government charges)
of RMB 3,892. The Supplemental Land Use Rights Leasing Contract will expire at the same time as the Land Use
Rights Leasing Contract. The area and total fee payable for the lease of all such property may be adjusted with the
Company’s operating needs and by reference to market price every three years. The Company and CNPC each issued a
confirmation letter to the Land Use Rights Leasing Contract on August 28, 2014, which adjusted the rental payable and
the area for the leased land parcels. The Company agreed to rent from CNPC parcels of land with an aggregate area of
approximately 1,777 million square metres with rental payable adjusted to approximately RMB 4,831 in accordance with
the area of leased land parcels and the current situation of the property market. The Land Use Rights Leasing Contract
shall remain unchanged, apart from the rental payable and the leased area. The confirmation letter shall be effective from
January 1, 2015.
219
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
On August 25, 2011, based on the Buildings Leasing Contract and Supplemental Building Leasing Agreement, the
Company and CNPC entered into a Revised Buildings Leasing Contract which took effect thereafter. Under this contract,
buildings covering an aggregate area of 734,316 square meters were leased at an average annual fee of RMB 1,049 yuan
per square meter. The Revised Building Leasing Contract will expire at the same time as the Building Leasing Agreement.
The area and total fee payable for the lease of all such property may, every three years, be adjusted with the Company’s
operating needs and by reference to market price which the adjusted prices will not exceed. The Company and CNPC
each issued a confirmation letter to the Building Leasing Contract on August 28, 2014, which adjusted the rental payable
and the gross floor area for the buildings leased. The Company agreed to lease from CNPC buildings with an aggregate
gross floor area of approximately 1,179,586 square metres with rental payable adjusted to approximately RMB 708 in
accordance with the gross floor area leased and the current situation of the market. The Building Leasing Contract shall
remain unchanged apart from the rental payable and the gross floor area leased. The confirmation letter shall be effective
from January 1, 2015.
2014 2013
RMB’000 RMB’000
Note: Emoluments set out above for the year ended December 31, 2014 exclude RMB nil paid to key management of the
Company for the year of 2010, 2011 and 2012 of the deferred merit pay in accordance with relevant requirements by the PRC
government (2013: RMB 9.07) .
Apart from transactions with CNPC and its fellow subsidiaries, associates and joint ventures of the Group, the
Group’s transactions with other state-controlled entities include but is not limited to the following:
• Purchases of assets,
These transactions are conducted in the ordinary course of the Group’s business.
220
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
(Amounts in millions unless otherwise stated)
38 SEGMENT INFORMATION
The Group is principally engaged in a broad range of petroleum related products, services and activities. The
Group’s operating segments comprise: Exploration and Production, Refining and Chemicals, Marketing, and Natural
Gas and Pipeline. On the basis of these operating segments, the management of the Company assesses the segmental
operating results and allocates resources. Sales between operating segments are conducted principally at market prices.
Additionally, the Group presents geographical information based on entities located in regions with a similar risk profile.
The Exploration and Production segment is engaged in the exploration, development, production and marketing of
crude oil and natural gas.
The Refining and Chemicals segment is engaged in the refining of crude oil and petroleum products, production and
marketing of primary petrochemical products, and derivative petrochemical products and other chemical products.
The Marketing segment is engaged in the marketing of refined products and the trading business.
The Natural Gas and Pipeline segment is engaged in the transmission of natural gas, crude oil and refined products
and the sale of natural gas.
The Head Office and Other segment relates to cash management and financing activities, the corporate center,
research and development, and other business services supporting the operating business segments of the Group.
The accounting policies of the operating segments are the same as those described in Note 3 - “Summary of
Principal Accounting Policies”.
221
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
The segment information for the operating segments for the year ended December 31, 2014 and 2013 are as
follows:
Profit / (loss) from operations 186,897 (23,560) 5,421 13,126 (12,051) 169,833
Finance costs:
Exchange gain 5,020
Exchange loss (7,333)
Interest income 1,596
Interest expense (23,319)
Total net finance costs (24,036)
222
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
NOTES TO THE FINANCIAL STATEMENTS
(Amounts in millions unless otherwise stated)
Profit / (loss) from operations 189,698 (24,392) 7,562 28,888 (13,114) 188,642
Finance costs:
Exchange gain 4,157
Exchange loss (4,105)
Interest income 2,222
Interest expense (23,081)
Total net finance costs (20,807)
223
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
Geographical information
(a) Elimination of intersegment balances represents elimination of intersegment accounts and investments.
(b) Non-current assets mainly include non-current assets other than financial instruments and deferred tax assets.
The financial statements were approved by the Board of Directors on March 26, 2015 and will be submitted to
shareholders for approval at the annual general meeting to be held on May 27, 2015.
(1) Increase of the Threshold of the Crude Oil Special Gain Levy
Pursuant to the Notice from the Ministry of Finance of the PRC ( the “MOF”) on the Increase of the Threshold of
the Crude Oil Special Gain Levy ( Cai Shui [2014] No. 115), the threshold of the crude oil special gain levy will increase
to US$65, which has 5 levels and is still calculated and charged according to the progressive and valorem rates on the
excess amounts from January 1, 2015.
In accordance with the Notice on Continuing to Raise the Refined Oil Consumption Tax (Cai Shui [2015] No. 11)
jointly issued by the MOF and the State Administration of Taxation of the PRC , the unit amount of the consumption tax
on gasoline, naphtha, solvent oil and the lubricating oil and that on diesel, jet fuel and fuel oil will be raised from RMB
1.4 yuan per litre to RMB 1.52 yuan per litre and from RMB 1.1 yuan per litre to RMB 1.2 yuan per litre, respectively,
commencing from January 13, 2015. Collection of tax on jet fuel will continue to be suspended.
(3) Adjustment of the Price of the Natural Gas for Non-residuential Users
In accordance with the Notice on Concerning the Adjustment of the Price of Natural Gas Consumed by Non-
residential Users (Fa Gai Jia Ge [2015] No. 351) issued by the National Development and Reform Commission, the price
of domestic natural gas for the consumption amount in 2012 and for that exceeds 2012 level will be officially adjusted
to the same level, commencing from April 1, 2015. In consideration of the price movement of alternative energy like fuel
oil and liquefied petroleum gas in the second half of 2014 and the current pricing mechanism of natural gas, the citygate
price ceiling for the consumption amount exceeds 2012 level will decrease by RMB 440.00 yuan per Kilostere, the
citygate price ceiling for the consumption amount in 2012 will increase by RMB 40.00 yuan per Kilostere.
224
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
SUPPLEMENTARY INFORMATION ON OIL AND GAS EXPLORATION AND PRODUCTION ACTIVITIES (UNAUDITED)
(Amounts in millions unless otherwise stated)
In accordance with the Accounting Standards Update 2010-03 Extractive Activities – Oil and Gas (Topic 932): Oil
and Gas Reserve Estimation and Disclosures (an update of Accounting Standards Codification Topic 932 Extractive
Activities – Oil and Gas or “ASC 932”) issued by the Financial Accounting Standards Board and corresponding disclosure
requirements of the U.S. Securities and Exchange Commission, this section provides supplemental information on oil and
gas exploration and development; and results of operation related to oil and gas producing activities of the Company
and its subsidiaries (the “Group”) and also the Group’s investments that are accounted for using the equity method of
accounting.
The supplemental information presented below covers the Group’s proved oil and gas reserves estimates, historical
cost information pertaining to capitalised costs, costs incurred for property acquisitions, exploration and development
activities, result of operations for oil and gas producing activities, standardised measure of estimated discounted future
net cash flows and changes in estimated discounted future net cash flows.
The “Other” geographic area includes oil and gas producing activities principally in countries such as Kazakhstan,
Venezuela and Indonesia. As the Group does not have significant reserves held through its investments accounted
for using the equity method, information presented in relation to these equity method investments is presented in the
aggregate.
Proved oil and gas reserves cannot be measured exactly. Reserve estimates are based on many factors related
to reservoir performance that require evaluation by the engineers interpreting the available data, as well as price and
other economic factors. The reliability of these estimates at any point in time depends on both the quality and quantity
of the technical and economic data, and the production performance of the reservoirs as well as engineering judgment.
Consequently, reserve estimates are subject to revision as additional data become available during the producing life of
a reservoir. When a commercial reservoir is discovered, proved reserves are initially determined based on limited data
from the first well or wells. Subsequent data may better define the extent of the reservoir and additional production
performance, well tests and engineering studies will likely improve the reliability of the reserve estimate. The evolution
of technology may also result in the application of improved recovery techniques such as supplemental or enhanced
recovery projects, or both, which have the potential to increase reserves.
Proved oil and gas reserves are the estimated quantities of crude oil and natural gas, which, by analysis of
geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given
date forward, from known reservoirs, and under existing economic conditions, operating methods, and government
regulation before the time at which contracts providing the right to operate expire, unless evidence indicates that renewal
is reasonably certain, regardless of whether the estimate is a deterministic estimate or probabilistic estimate.
225
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be
determined. The price shall be the average price during the 12-month period before the ending date of the period
covered by this report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each
month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon
future conditions. The costs shall be that prevailing at the end of the period.
Proved developed oil and gas reserves are proved reserves that can be expected to be recovered:
a. Through existing wells with existing equipment and operating methods or in which the cost of the required
equipment is relatively minor compared with the cost of a new well.
b. Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the
extraction is by means not involving a well.
Proved undeveloped oil and gas reserves are proved reserves that are expected to be recovered from new wells on
undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.
The taxes, fees and royalty in China are domestic tax schemes and are paid in cash to PRC authorities. The proved
reserves includes quantities that are ultimately produced and sold to pay these taxes, fees and royalty.
Proved reserve estimates as of December 31, 2014 and 2013 were based on reports prepared by DeGolyer and
MacNaughton, Gaffney, Cline & Associates, McDaniel & Associates, Ryder Scott and GLJ independent engineering
consultants.
Estimated quantities of net proved crude oil and condensate and natural gas reserves and of changes in net
quantities of proved developed and undeveloped reserves for each of the periods indicated are as follows:
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FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
SUPPLEMENTARY INFORMATION ON OIL AND GAS EXPLORATION AND PRODUCTION ACTIVITIES (UNAUDITED)
(Amounts in millions unless otherwise stated)
At December 31, 2014, total proved developed and undeveloped reserves of the Group and equity method
investments is 23,017 million barrels of oil equivalent (December 31, 2013: 22,937 million barrels of oil equivalent),
comprising 11,093 million barrels of crude oil and condensate (December 31, 2013: 11,314 million barrels) and 71,547
billions of cubic feet of natural gas (December 31, 2013: 69,739 billions of cubic feet).
At December 31, 2014, 9,735 million barrels (December 31, 2013: 9,977 million barrels) of crude oil and
condensate and 69,836 billion cubic feet (December 31, 2013: 68,085 billion cubic feet) of natural gas proved developed
and undeveloped reserves of the Group are located within Mainland China, and 858 million barrels (December 31, 2013:
843 million barrels) of crude oil and condensate and 1,262 billion cubic feet (December 31, 2013: 1,238 billion cubic
feet) of natural gas proved developed and undeveloped reserves of the Group are located overseas.
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FINANCIAL STATEMENTS 2014 ANNUAL REPORT
Capitalised Costs
December December
31, 2014 31, 2013
RMB RMB
The Group
Property costs and producing assets 1,331,810 1,166,870
Support facilities 356,344 328,504
Construction-in-progress 113,247 120,745
Total capitalised costs 1,801,401 1,616,119
Accumulated depreciation, depletion and amortisation (807,712) (694,318)
Net capitalised costs 993,689 921,801
2014
Mainland China Other Total
RMB RMB RMB
The Group
Property acquisition costs - 20,406 20,406
Exploration costs 34,457 1,954 36,411
Development costs 126,097 34,117 160,214
Total 160,554 56,477 217,031
2013
Mainland China Other Total
RMB RMB RMB
The Group
Property acquisition costs - 17,701 17,701
Exploration costs 38,051 5,238 43,289
Development costs 137,783 25,563 163,346
Total 175,834 48,502 224,336
228
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
SUPPLEMENTARY INFORMATION ON OIL AND GAS EXPLORATION AND PRODUCTION ACTIVITIES (UNAUDITED)
(Amounts in millions unless otherwise stated)
The results of operations for oil and gas producing activities for the years ended December 31, 2014 and 2013 are
presented below. “Turnover” includes sales to third parties and inter-segment sales (at arm’s-length prices), net of value-
added taxes. Resource tax, crude oil special gain levy and other taxes are included in “taxes other than income taxes”.
Income taxes are computed using the applicable statutory tax rate, reflecting tax deductions and tax credits for the
respective years ended.
2014
Mainland China Other Total
RMB RMB RMB
The Group
Turnover
Sales to third parties 87,676 43,260 130,936
Inter-segment sales 466,051 9,205 475,256
553,727 52,465 606,192
Production costs excluding taxes (116,564) (9,739) (126,303)
Exploration expenses (20,787) (1,277) (22,064)
Depreciation, depletion and amortisation (101,168) (17,522) (118,690)
Taxes other than income taxes (102,506) (10,367) (112,873)
Accretion expense (5,220) (186) (5,406)
Income taxes (41,119) (4,159) (45,278)
Results of operations from producing activities 166,363 9,215 175,578
229
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
2013
Mainland China Other Total
RMB RMB RMB
The Group
Turnover
Sales to third parties 82,422 59,120 141,542
Intersegment sales 471,514 2,069 473,583
553,936 61,189 615,125
Production costs excluding taxes (108,302) (9,039) (117,341)
Exploration expenses (21,548) (3,753) (25,301)
Depreciation, depletion and amortisation (88,569) (15,739) (104,308)
Taxes other than income taxes (110,350) (17,648) (127,998)
Accretion expense (4,505) (185) (4,690)
Income taxes (42,352) (5,325) (47,677)
Results of operations from producing activities 178,310 9,500 187,810
The standardised measure of discounted future net cash flows related to proved oil and gas reserves at December
31, 2014 and 2013 is based on the prices used in estimating the Group’s proved oil and gas reserves, year-end costs,
currently enacted tax rates related to existing proved oil and gas reserves and a 10% annual discount factor. “Future cash
inflows from sales of oil and gas” are net of value-added taxes. Corporate income taxes are included in “future income
tax expense”. Other taxes are included in “future production costs” as production taxes.
230
FINANCIAL STATEMENTS
PETROCHINA COMPANY LIMITED
SUPPLEMENTARY INFORMATION ON OIL AND GAS EXPLORATION AND PRODUCTION ACTIVITIES (UNAUDITED)
(Amounts in millions unless otherwise stated)
The standardised measure of discounted future net cash flows related to proved oil and gas reserves at December
31, 2014 and 2013 is as follows:
RMB
The Group
At December 31, 2014
Future cash inflows 8,225,339
Future production costs (3,650,129)
Future development costs (527,848 )
Future income tax expense (863,348)
Future net cash flows 3,184,014
Discount at 10% for estimated timing of cash flows (1,589,255)
Standardised measure of discounted future net cash flows 1,594,759
RMB
The Group
At December 31, 2013
Future cash inflows 8,369,464
Future production costs (3,980,886)
Future development costs (492,655)
Future income tax expense (812,290)
Future net cash flows 3,083,633
Discount at 10% for estimated timing of cash flows (1,532,368)
Standardised measure of discounted future net cash flows 1,551,265
At December 31, 2014, RMB 1,520,307 (December 31, 2013: RMB 1,473,852) of standardised measure of
discounted future net cash flows related to proved oil and gas reserves located within mainland China and RMB 74,452
(December 31, 2013: RMB 77,413) of standardised measure of discounted future net cash flows related to proved oil
and gas reserves located overseas.
Share of standardised measure of discounted future net cash flows of associates and joint ventures:
231
FINANCIAL STATEMENTS 2014 ANNUAL REPORT
Changes in the standardised measure of discounted net cash flows for the Group for each of the years ended
December 31, 2014 and 2013 are as follows:
2014 2013
RMB RMB
The Group
Beginning of the year 1,551,265 1,679,179
Sales and transfers of oil and gas produced, net of production costs (352,016) (350,512)
Net changes in prices and production costs and other 62,017 (216,677)
Extensions, discoveries and improved recovery 189,828 265,039
Development costs incurred 59,075 70,183
Revisions of previous quantity estimates (51,424) (117,817)
Accretion of discount 160,293 178,064
Net change in income taxes (23,786) 43,806
Sales (493) -
End of the year 1,594,759 1,551,265
232
2014 ANNUAL REPORT Corporate Information
CORPORATE INFORMATION
Board of Directors
Supervisory Committee
Authorised Representatives
233
Corporate Information
Auditors
Unit 3705
Tower 2 Lippo Centre
89 Queensway
Hong Kong
234
2014 ANNUAL REPORT Corporate Information
Principal Bankers
Depository
235
Corporate Information
Publications
As required by the Securities Law of the United States, the Company will file an annual report on Form
20-F with the U.S. Securities and Exchange Commission (“SEC”) on or before April 30, 2015. The annual report
on Form 20-F contains a detailed description of the Company’s businesses, operating results and financial
conditions. Copies of the annual report and the Form 20-F submitted to the SEC will be made available at the
following addresses:
Shareholders may also browse or download the annual report of the Company and the Form 20-F filed
with the SEC from the official website of the Company at www.petrochina.com.cn.
Please contact our Hong Kong Representative Office for other information about the Company.
236
2014 ANNUAL REPORT Documents Available for Inspection
The following documents will be available for inspection at the headquarters of the Company in Beijing
upon request by the relevant regulatory authorities and shareholders in accordance with the laws and regulations
of the PRC and the Articles of Association:
1.The original of the annual report for 2014 signed by the Chairman of the Company.
2.The financial statements under the hand and seal of Mr Zhou Jiping, Chairman of the Company, Mr
Wang Dongjin, Vice Chairman and President of the Company, and Mr Yu Yibo, Chief Financial Officer of the
Company.
3.The original of the Financial 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.Copies of all Chinese and English announcements of the Company published on the websites of the
Hong Kong Stock Exchange and the Company during the period of the annual report.
237
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 of Directors and senior management of PetroChina Company Limited, we have carefully reviewed the annual report
for 2014 and concluded that this annual report truly, objectively and completely represents the business performance of the
Company, it contains no false representations, misleading statements or material omissions and complies with laws, regulations
and the requirements of the China Securities Regulatory Commission.
Liu Hongbin Chen Zhiwu Richard H. Matzke Lin Boqiang Zhang Biyi
238