[] [INDENTURE Dated as of [ ], 2015 Among CNOOC FINANCE (2015) AUSTRALIA PTY LTD 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] [INDENTURE Dated as of [ ], 2015 Among CNOOC FINANCE (2015) U.S.A. LLC 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] [[LETTERHEAD OF DAVIS POLK & WARDWELL LLP] April 27, 2015 CNOOC Limited 65th Floor, Bank of China Tower One Garden Road, Central Hong Kong CNOOC Finance (2015) Australia Pty Ltd Anchor Legal, Level 6, 105 St Georges Terrace Perth, Western Australia 6000 Australia CNOOC Finance (2015) U.S.A. LLC Corporation Service Company, 2711 Centerville Road Wilmington, Delaware 19808 Ladies and Gentlemen:] [[LETTERHEAD OF DAVIS POLK & WARDWELL LLP, HONG KONG SOLICITORS] CNOOC Limited 65th Floor, Bank of China Tower One Garden Road, Central Hong Kong CNOOC Finance (2015) Australia Pty Ltd Perth, Western Australia 6000, Australia CNOOC Finance (2015) U.S.A. LLC Wilmington, Delaware, U.S.A. 19808 Ladies and Gentlemen: Australian Issuer Delaware Issuer 2015 Issuers Post-Effective Amendment Registration Statement Securities Act 2015] [[LETTERHEAD OF CLAYTON UTZ] CNOOC Finance (2015) Australia Pty Ltd Level 8, QV1 Building 250 St Georges Terrace Perth WA 6000 CNOOC Limited 65th Floor, Bank of China Tower One Garden Road, Central Hong Kong Dear Ladies and Gentlemen Debt Securities of CNOOC Finance (2015) Australia Pty Ltd 1. Securities Company Registration Statement Commission We have acted as Australian legal] [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 April 27, 2015 EX-23.1 8 d908925dex231.htm CONSENT OF ERNST & YOUNG] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Post-Effective Amendment No. 2 to the Registration Statement on Form F-3 (File No. 333-188261) (the “Registration Statement”) of our reports dated March 27, 2015, relating to the consolidated financial statements of CNOOC Limited and its subsidiaries as of December 31, 2014 and 2013 and] [Consent of Ryder Scott Company, L.P. RYDER SCOTT COMPANY, L.P. TBPE Firm Registration No. F-1580 Houston, Texas April 21, 2015 EX-23.3 10 d908925dex233.htm CONSENT OF RYDER SCOTT COMPANY, L.P.] [Consent of Gaffney, Cline & Associates (Consultants) Pte Ltd. Gaffney, Cline & Associates (Consultants) Pte Ltd. April 27, 2015 Yours sincerely, Gaffney, Cline & Associates (Consultants) Pte Ltd. Stephen M. Lane Technical Director EX-23.4 11 d908925dex234.htm CONSENT OF GAFFNEY, CLINE & ASSOCIATES (CONSULTANTS) PTE LTD.] [Consent of RPS RPS Debbie Perkins Vice President Houston, Texas March 31, 2015 EX-23.5 12 d908925dex235.htm CONSENT OF RPS] [Consent of Independent Consultant McDaniel & Associates Consultants Ltd. P. A. Welch, P. Eng. President & Managing Director McDaniel & Associates Consultants Ltd. 2200, Bow Valley Square 3, 255 - 5 Avenue S.W. Calgary, Alberta, T2P 3G6 Canada April 27, 2015 EX-23.6 13 d908925dex236.htm CONSENT OF MCDANIEL & ASSOCIATES CONSULTANTS LTD.] [Consent of DeGolyer and MacNaughton DeGolyer and MacNaughton DeGolyer and MacNaughton Texas Registered Engineering Firm F-716 Dallas, Texas April 27, 2015 EX-23.7 14 d908925dex237.htm CONSENT OF DEGOLYER AND MACNAUGHTON] []