[CNOOC Limited Announces Proposed Offering of Guaranteed Notes CNOOC Limited (the Company, NYSE: CEO, SEHK: 00883) announced on May 1, 2013 that it intends to offer, subject to market and other conditions, guaranteed notes (the Notes) in four series. The Notes will be issued by CNOOC Finance (2013) Limited, a wholly owned subsidiary of the Company incorporated in the British]
[CNOOC Limited Announces Proposed Offering of Guaranteed Notes CNOOC Limited (the Company, NYSE: CEO, SEHK: 00883) announced on May 1, 2013 that it intends to offer, subject to market and other conditions, guaranteed notes (the Notes) in four series. The Notes will be issued by CNOOC Finance (2013) Limited, a wholly owned subsidiary of the Company incorporated in the British]
[SUBJECT TO COMPLETION, DATED May 1, 2013 Registration No. 333-188261 Registration No. 333-188261-01 PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED May 1, 2013 CNOOC Finance (2013) Limited (incorporated with limited liability in the British Virgin Islands) US$ % Guaranteed Notes due 2016 US$ % Guaranteed Notes due 2018 US$ % Guaranteed Notes due 2023 US$ % Guaranteed Notes due 2043 unconditionally and]
[SUBJECT TO COMPLETION, DATED May 1, 2013 Registration No. 333-188261 Registration No. 333-188261-01 PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED May 1, 2013 CNOOC Finance (2013) Limited (incorporated with limited liability in the British Virgin Islands) US$ % Guaranteed Notes due 2016 US$ % Guaranteed Notes due 2018 US$ % Guaranteed Notes due 2023 US$ % Guaranteed Notes due 2043 unconditionally and]
[] [CNOOC LIMITED Debt Securities Underwriting Agreement Standard Provisions Guarantor Underwriting Agreement Securities Underwriters Representative Issuer Agreement Trustee From time to time, CNOOC Limited, a company incorporated with limited liability under the laws of Hong Kong (the Registration Statement Commission Securities Act Basic Prospectus Prospectus Supplement Rule 430 Information Registration Statement Prospectus Preliminary Prospectus supplement amendment amend Exchange Act Effective] [INDENTURE Dated as of , 2013 Among CNOOC FINANCE (2013) LIMITED as Issuer CNOOC LIMITED as Guarantor THE BANK OF NEW YORK MELLON as Trustee THE BANK OF NEW YORK MELLON as Paying Agent and THE BANK OF NEW YORK MELLON as Registrar DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01 Definitions 1 Section 1.02 Rules of] [[LETTERHEAD OF DAVIS POLK & WARDWELL LLP] May 1, 2013 CNOOC Limited 65th Floor, Bank of China Tower One Garden Road, Central Hong Kong CNOOC Finance (2013) Limited c/o Intertrust Corporate Services (BVI) Limited 171 Main Street Road Town Tortola VG1 110 British Virgin Islands Ladies and Gentlemen: Issuer Guarantor Registration Statement Act Debt Securities Indenture Trustee Guarantees We, as] [[LETTERHEAD OF DAVIS POLK & WARDWELL, HONG KONG SOLICITORS] May 1, 2013 CNOOC Limited 65th Floor, Bank of China Tower One Garden Road, Central Hong Kong Ladies and Gentlemen: Company Issuer Registration Statement Securities Act Debt Securities Indenture Trustee Guarantees CNOOC Limited, a limited liability company incorporated under the laws of Hong Kong (the We, as your counsel, have] [[LETTERHEAD OF WALKERS] 1 May 2013 Our Ref: AOD/ST/C4132-H08523 CNOOC Finance (2013) Limited c/o Intertrust Corporate Services (BVI) Limited 171 Main Street Road Town Tortola VG1 110 British Virgin Islands Dear Sirs CNOOC FINANCE (2013) LIMITED CNOOC Finance (2013) Limited Company Guarantor Registration Statement Commission Act Debt Securities Guarantees Indenture Trustee We have been asked to provide this legal opinion] [Computation of Ratio of Earnings to Fixed Charges (Unaudited) Earnings available for fixed charges are calculated first, by determining the sum of: (a) income (loss) from continuing operations before income taxes and equity income; (b) distributed equity income; (c) fixed charges, as defined below; and (d) amortization of capitalized interest, if any. From this total, we subtract capitalized interest and] [Consent of Independent Registered Public Accounting Firm Certified Public Accountants Hong Kong May 1, 2013 EX-23.1 8 d526339dex231.htm EX-23.1] [[LETTERHEAD OF RYDER SCOTT COMPANY, L.P.] Consent of Ryder Scott Company, L.P. Ryder Scott Company, L.P. Ryder Scott Company, L.P. Houston, Texas April 22, 2013 EX-23.2 9 d526339dex232.htm EX-23.2] [[LETTERHEAD OF GAFFNEY, CLINE & ASSOCIATES (CONSULTANTS)PTE LTD.] Consent of Gaffney, Cline & Associates (Consultants) Pte Ltd. Gaffney, Cline & Associates (Consultants) Pte Ltd. Stephen A. Sakowski Regional QA Director Asia Pacific 80 Anson Road, #31-01C Fuji Xerox Towers, Singapore 079907 April 22, 2013 EX-23.3 10 d526339dex233.htm EX-23.3] [[LETTERHEAD OF LEE KEELING AND ASSOCIATES, INC.] Consent of Lee Keeling and Associates, Inc. Lee Keeling and Associates, Inc. Lee Keeling and Associates, Inc. 15 East Fifth Street, Suite 3500, Tulsa, Oklahoma 74103-4350 USA April 19, 2013 EX-23.4 11 d526339dex234.htm EX-23.4] [[LETTERHEAD OF MCDANIEL & ASSOCIATES CONSULTANTS LTD.] Consent of McDaniel & Associates Consultants Ltd. McDaniel & Associates Consultants Ltd. P.A. Welch, P. Eng. President & Managing Director 2200, Bow Valley Square 3, 255 - 5 Avenue SW Calgary, Alberta, T2P 3G6 April 19, 2013 EX-23.5 12 d526339dex235.htm EX-23.5] [[LETTERHEAD OF RPS] Consent of RPS RPS Debbie Perkins Vice President Houston, Texas April 19, 2013 EX-23.6 13 d526339dex236.htm EX-23.6] []
[] [CNOOC LIMITED Debt Securities Underwriting Agreement Standard Provisions Guarantor Underwriting Agreement Securities Underwriters Representative Issuer Agreement Trustee From time to time, CNOOC Limited, a company incorporated with limited liability under the laws of Hong Kong (the Registration Statement Commission Securities Act Basic Prospectus Prospectus Supplement Rule 430 Information Registration Statement Prospectus Preliminary Prospectus supplement amendment amend Exchange Act Effective] [INDENTURE Dated as of , 2013 Among CNOOC FINANCE (2013) LIMITED as Issuer CNOOC LIMITED as Guarantor THE BANK OF NEW YORK MELLON as Trustee THE BANK OF NEW YORK MELLON as Paying Agent and THE BANK OF NEW YORK MELLON as Registrar DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01 Definitions 1 Section 1.02 Rules of] [[LETTERHEAD OF DAVIS POLK & WARDWELL LLP] May 1, 2013 CNOOC Limited 65th Floor, Bank of China Tower One Garden Road, Central Hong Kong CNOOC Finance (2013) Limited c/o Intertrust Corporate Services (BVI) Limited 171 Main Street Road Town Tortola VG1 110 British Virgin Islands Ladies and Gentlemen: Issuer Guarantor Registration Statement Act Debt Securities Indenture Trustee Guarantees We, as] [[LETTERHEAD OF DAVIS POLK & WARDWELL, HONG KONG SOLICITORS] May 1, 2013 CNOOC Limited 65th Floor, Bank of China Tower One Garden Road, Central Hong Kong Ladies and Gentlemen: Company Issuer Registration Statement Securities Act Debt Securities Indenture Trustee Guarantees CNOOC Limited, a limited liability company incorporated under the laws of Hong Kong (the We, as your counsel, have] [[LETTERHEAD OF WALKERS] 1 May 2013 Our Ref: AOD/ST/C4132-H08523 CNOOC Finance (2013) Limited c/o Intertrust Corporate Services (BVI) Limited 171 Main Street Road Town Tortola VG1 110 British Virgin Islands Dear Sirs CNOOC FINANCE (2013) LIMITED CNOOC Finance (2013) Limited Company Guarantor Registration Statement Commission Act Debt Securities Guarantees Indenture Trustee We have been asked to provide this legal opinion] [Computation of Ratio of Earnings to Fixed Charges (Unaudited) Earnings available for fixed charges are calculated first, by determining the sum of: (a) income (loss) from continuing operations before income taxes and equity income; (b) distributed equity income; (c) fixed charges, as defined below; and (d) amortization of capitalized interest, if any. From this total, we subtract capitalized interest and] [Consent of Independent Registered Public Accounting Firm Certified Public Accountants Hong Kong May 1, 2013 EX-23.1 8 d526339dex231.htm EX-23.1] [[LETTERHEAD OF RYDER SCOTT COMPANY, L.P.] Consent of Ryder Scott Company, L.P. Ryder Scott Company, L.P. Ryder Scott Company, L.P. Houston, Texas April 22, 2013 EX-23.2 9 d526339dex232.htm EX-23.2] [[LETTERHEAD OF GAFFNEY, CLINE & ASSOCIATES (CONSULTANTS)PTE LTD.] Consent of Gaffney, Cline & Associates (Consultants) Pte Ltd. Gaffney, Cline & Associates (Consultants) Pte Ltd. Stephen A. Sakowski Regional QA Director Asia Pacific 80 Anson Road, #31-01C Fuji Xerox Towers, Singapore 079907 April 22, 2013 EX-23.3 10 d526339dex233.htm EX-23.3] [[LETTERHEAD OF LEE KEELING AND ASSOCIATES, INC.] Consent of Lee Keeling and Associates, Inc. Lee Keeling and Associates, Inc. Lee Keeling and Associates, Inc. 15 East Fifth Street, Suite 3500, Tulsa, Oklahoma 74103-4350 USA April 19, 2013 EX-23.4 11 d526339dex234.htm EX-23.4] [[LETTERHEAD OF MCDANIEL & ASSOCIATES CONSULTANTS LTD.] Consent of McDaniel & Associates Consultants Ltd. McDaniel & Associates Consultants Ltd. P.A. Welch, P. Eng. President & Managing Director 2200, Bow Valley Square 3, 255 - 5 Avenue SW Calgary, Alberta, T2P 3G6 April 19, 2013 EX-23.5 12 d526339dex235.htm EX-23.5] [[LETTERHEAD OF RPS] Consent of RPS RPS Debbie Perkins Vice President Houston, Texas April 19, 2013 EX-23.6 13 d526339dex236.htm EX-23.6] []
[CNOOC Limited]
[CNOOC Limited]
[FORM 20-F (Mark One) ¨ OR ý For the fiscal year ended December 31, 2012 OR ¨ For the transition period from _________________ to _______________ OR ¨ Date of event requiring this shell company report CNOOC LIMITED N/A Hong Kong (Jurisdiction of incorporation or organization) 65th Floor, Bank of China Tower One Garden Road, Central Hong Kong Hua Zhong th] [EXECUTION COPY CNOOC LIMITED and CNOOC CANADA HOLDING LTD. and NEXEN INC. ARRANGEMENT AGREEMENT July 23, 2012 TABLE OF CONTENTS ARTICLE 1 INTERPRETATION Section 1.1 Defined Terms 1 Section 1.2 Certain Rules of Interpretation 16 ARTICLE 2 THE ARRANGEMENT Section 2.1 Arrangement] [Subsidiaries As of December 31, 2012, we owned, directly or indirectly, the following subsidiaries. All of these entities are private limited liability companies and they do business in their corporate names. Name of entity Our interest Jurisdiction of incorporation CNOOC China Limited 100% Tianjin, PRC CNOOC International Limited 100% British Virgin Islands China Offshore Oil (Singapore) International Pte Ltd 100%] [CNOOC Limited (incorporated under laws of Hong Kong with limited liability) Code of Ethics for Directors and Senior Officers 21 August 2012 I. INTRODUCTION Each of the directors and Senior Officers has the responsibility to obey the law and act honestly and ethically. To that end, this Code of Ethics is a guide intended to assist each of the directors] [CERTIFICATIONS I, Fanrong Li, certify that: 1. I have reviewed this annual report on Form 20-F of CNOOC Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [CERTIFICATIONS I, Hua Zhong, certify that: 1. I have reviewed this annual report on Form 20-F of CNOOC Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [CERTIFICATIONS 1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of CNOOC Limited. Fanrong Li Chief Executive Officer and President Hua Zhong Chief Financial Officer] [CNOOC LIMITED Estimated Future Reserves and Income Attributable to Certain Leasehold Interests And Derived Through Certain Production Sharing Contracts SEC Parameters As of December 31, 2012 Herman G. Acuna, P.E. Martin J. Cocco, P.E. TBPE License No. 92254 TBPE License No. 104589 Managing Senior Vice President – International Vice President – International [SEAL] [SEAL] RYDER SCOTT COMPANY, L.P. TBPE Firm] [CNOOC LIMITED Estimated Future Reserves and Income CNOOC’s 20% Ownership of Pan American Energy LLC SEC Parameters As of December 31, 2012 Guale Ramírez, P.E. Martín J. Cocco, P.E. TBPE License No. 48318 TBPE License No. 104589 Managing Senior Vice President – International Vice President – International [SEAL] [SEAL] RYDER SCOTT COMPANY, L.P. TBPE Firm Registration No. F-1580 RYDER SCOTT] [INDEPENDENT LETTER THE GREATER ANGOSTURA FIELDS, BLOCK 2C, TRINIDAD & TOBAGO ESTIMATED PROVED RESERVES AND FINANCIAL DATA, BASED ON SEC RULES Prepared for CNOOC LIMITED s t As at 31 March, 2013 GAFFNEY, CLINE & ASSOCIATES (CONSULTANTS) PTE LTD This summary letter is based on Gaffney, Cline & Associates’ official report and has been provided at the request of CNOOC] [INDEPENDENT LETTER THE MISSAN OIL FIELDS IN EASTERN IRAQ ESTIMATED PROVED RESERVES AND FINANCIAL DATA, BASED ON SEC RULES Prepared for CNOOC LIMITED As at 31 st December, 2012 March, 2013 GAFFNEY, CLINE & ASSOCIATES (CONSULTANTS) PTE LTD This summary letter is based on Gaffney, Cline & Associates’ official report and has been provided at the request of CNOOC Limited.] [Janua r y 2 5 , 20 13 CNOOC Limited 1600, 555 - 4 th 1 Av enue SW C a l gary , A l berta T2 P 3E7 e n t i o n : Att R eserves R e v i ew C o mmit t ee of t h e Board o f Director s of] [Hydrocarbon Liquids & Natural Gas Reserves Audit Report at Year End 2012. Cerro Dragon, Anticlinal Funes, Piedra Clavada, Koluel Kaike and Acambuco in Argentina and Caipipendi in Bolivia CNOOC Limited Submitted B y : Date Submitte d : Project Number 411 North Sam Houston Parkway STE 400, Houston TX 77060 rpsgroup.com Hydrocarbon Liquids & Natural Gas Reserves Audit Report at] [April 24, 2013 100 F Street, N.E. Dear Sirs/Madams, Yours faithfully, Hong Kong] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Hong Kong April 24, 2013] [Consent of Independent Consultant Houston, Texas April 22, 2013] [Gaffney, Cline & Associates (Consultants) Pte. Ltd. 80 Anson Road #31-01C Fuji Xerox Towers Singapore 079907 Telephone: +65 6225 6951 www.gaffney-cline.com YDH/dh/PS-12-2146&PS-12-2147/2013/L0187 nd 22 CNOOC Limited No. 25, Chaoyangmenbei Dajie Dongcheng District Beijing 100010, P.R. China Dear Sire, Consent of Independent Consultant Yours sincerely, GAFFNEY, CLINE & ASSOCIATES (CONSULTANTS) PTE LTD Stephen A. Sakowski Regional QA Director - Asia Pacific] [Consent of Independent Consultant Sincerely, McDANIEL & ASSOCIATES CONSULTANTS LTD. 2200, Bow Valley Square 3, 255 - 5 Avenue SW Calgary, Alberta T2P 3G6 Dated: April 19, 2013 2200, Bow Valley Square 3, 255 - 5 Avenue SW, Calgary, AB T2P 3G6 Tel: (403) 262-5506 Fax: (403) 233-2744 www.mcdan.com] [Consent of Independent Consultant RPS Debbie Perkins Vice President [Place] Houston, Tx. [Date] April 19, 2013] [Lee Keeling and Associates, Inc. Petroleum Consultants First Place Tower ● 15 East Fifth Street Tulsa, Oklahoma 74103-4350 ● (918) 587-5521 www.lkaengineers.com Consent of Independent Consultant 15 East Fifth Street, Suite 3500, Tulsa, Oklahoma 74103-4350 USA April 19, 2013]
[FORM 20-F (Mark One) ¨ OR ý For the fiscal year ended December 31, 2012 OR ¨ For the transition period from _________________ to _______________ OR ¨ Date of event requiring this shell company report CNOOC LIMITED N/A Hong Kong (Jurisdiction of incorporation or organization) 65th Floor, Bank of China Tower One Garden Road, Central Hong Kong Hua Zhong th] [EXECUTION COPY CNOOC LIMITED and CNOOC CANADA HOLDING LTD. and NEXEN INC. ARRANGEMENT AGREEMENT July 23, 2012 TABLE OF CONTENTS ARTICLE 1 INTERPRETATION Section 1.1 Defined Terms 1 Section 1.2 Certain Rules of Interpretation 16 ARTICLE 2 THE ARRANGEMENT Section 2.1 Arrangement] [Subsidiaries As of December 31, 2012, we owned, directly or indirectly, the following subsidiaries. All of these entities are private limited liability companies and they do business in their corporate names. Name of entity Our interest Jurisdiction of incorporation CNOOC China Limited 100% Tianjin, PRC CNOOC International Limited 100% British Virgin Islands China Offshore Oil (Singapore) International Pte Ltd 100%] [CNOOC Limited (incorporated under laws of Hong Kong with limited liability) Code of Ethics for Directors and Senior Officers 21 August 2012 I. INTRODUCTION Each of the directors and Senior Officers has the responsibility to obey the law and act honestly and ethically. To that end, this Code of Ethics is a guide intended to assist each of the directors] [CERTIFICATIONS I, Fanrong Li, certify that: 1. I have reviewed this annual report on Form 20-F of CNOOC Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [CERTIFICATIONS I, Hua Zhong, certify that: 1. I have reviewed this annual report on Form 20-F of CNOOC Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made,] [CERTIFICATIONS 1. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Exchange Act; and 2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of CNOOC Limited. Fanrong Li Chief Executive Officer and President Hua Zhong Chief Financial Officer] [CNOOC LIMITED Estimated Future Reserves and Income Attributable to Certain Leasehold Interests And Derived Through Certain Production Sharing Contracts SEC Parameters As of December 31, 2012 Herman G. Acuna, P.E. Martin J. Cocco, P.E. TBPE License No. 92254 TBPE License No. 104589 Managing Senior Vice President – International Vice President – International [SEAL] [SEAL] RYDER SCOTT COMPANY, L.P. TBPE Firm] [CNOOC LIMITED Estimated Future Reserves and Income CNOOC’s 20% Ownership of Pan American Energy LLC SEC Parameters As of December 31, 2012 Guale Ramírez, P.E. Martín J. Cocco, P.E. TBPE License No. 48318 TBPE License No. 104589 Managing Senior Vice President – International Vice President – International [SEAL] [SEAL] RYDER SCOTT COMPANY, L.P. TBPE Firm Registration No. F-1580 RYDER SCOTT] [INDEPENDENT LETTER THE GREATER ANGOSTURA FIELDS, BLOCK 2C, TRINIDAD & TOBAGO ESTIMATED PROVED RESERVES AND FINANCIAL DATA, BASED ON SEC RULES Prepared for CNOOC LIMITED s t As at 31 March, 2013 GAFFNEY, CLINE & ASSOCIATES (CONSULTANTS) PTE LTD This summary letter is based on Gaffney, Cline & Associates’ official report and has been provided at the request of CNOOC] [INDEPENDENT LETTER THE MISSAN OIL FIELDS IN EASTERN IRAQ ESTIMATED PROVED RESERVES AND FINANCIAL DATA, BASED ON SEC RULES Prepared for CNOOC LIMITED As at 31 st December, 2012 March, 2013 GAFFNEY, CLINE & ASSOCIATES (CONSULTANTS) PTE LTD This summary letter is based on Gaffney, Cline & Associates’ official report and has been provided at the request of CNOOC Limited.] [Janua r y 2 5 , 20 13 CNOOC Limited 1600, 555 - 4 th 1 Av enue SW C a l gary , A l berta T2 P 3E7 e n t i o n : Att R eserves R e v i ew C o mmit t ee of t h e Board o f Director s of] [Hydrocarbon Liquids & Natural Gas Reserves Audit Report at Year End 2012. Cerro Dragon, Anticlinal Funes, Piedra Clavada, Koluel Kaike and Acambuco in Argentina and Caipipendi in Bolivia CNOOC Limited Submitted B y : Date Submitte d : Project Number 411 North Sam Houston Parkway STE 400, Houston TX 77060 rpsgroup.com Hydrocarbon Liquids & Natural Gas Reserves Audit Report at] [April 24, 2013 100 F Street, N.E. Dear Sirs/Madams, Yours faithfully, Hong Kong] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Hong Kong April 24, 2013] [Consent of Independent Consultant Houston, Texas April 22, 2013] [Gaffney, Cline & Associates (Consultants) Pte. Ltd. 80 Anson Road #31-01C Fuji Xerox Towers Singapore 079907 Telephone: +65 6225 6951 www.gaffney-cline.com YDH/dh/PS-12-2146&PS-12-2147/2013/L0187 nd 22 CNOOC Limited No. 25, Chaoyangmenbei Dajie Dongcheng District Beijing 100010, P.R. China Dear Sire, Consent of Independent Consultant Yours sincerely, GAFFNEY, CLINE & ASSOCIATES (CONSULTANTS) PTE LTD Stephen A. Sakowski Regional QA Director - Asia Pacific] [Consent of Independent Consultant Sincerely, McDANIEL & ASSOCIATES CONSULTANTS LTD. 2200, Bow Valley Square 3, 255 - 5 Avenue SW Calgary, Alberta T2P 3G6 Dated: April 19, 2013 2200, Bow Valley Square 3, 255 - 5 Avenue SW, Calgary, AB T2P 3G6 Tel: (403) 262-5506 Fax: (403) 233-2744 www.mcdan.com] [Consent of Independent Consultant RPS Debbie Perkins Vice President [Place] Houston, Tx. [Date] April 19, 2013] [Lee Keeling and Associates, Inc. Petroleum Consultants First Place Tower ● 15 East Fifth Street Tulsa, Oklahoma 74103-4350 ● (918) 587-5521 www.lkaengineers.com Consent of Independent Consultant 15 East Fifth Street, Suite 3500, Tulsa, Oklahoma 74103-4350 USA April 19, 2013]
