[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] []
[April 26, 2013 100 F Street, N.E. Notice of Disclosure Filed in Exchange Act Annual Report u nder Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 and Section 13(r) of the Exchange Act Ladies and Gentlemen: Sincerely, Li Hualin Secretary to the Board of Director IRANNOTICE 1 d521425dirannotice.htm IRANNOTICE]
[April 26, 2013 100 F Street, N.E. Notice of Disclosure Filed in Exchange Act Annual Report u nder Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 and Section 13(r) of the Exchange Act Ladies and Gentlemen: Sincerely, Li Hualin Secretary to the Board of Director IRANNOTICE 1 d521425dirannotice.htm IRANNOTICE]
[CNOOC Limited]
[Page Certain Terms and Conventions 1 5 Part I Item 1 Identity of Directors, Senior Management and Advisors 7 Item 2 Offer Statistics and Expected Timetable 7 Item 3 Key Information 7] [Crude Oil Mutual Supply Framework Agreement for Year 2013 between PetroChina Company Limited and China Petrochemical Corporation January 2013 Crude Oil Mutual Supply Framework Agreement for Year 2013 PetroChina Company Limited (PetroChina) and China Petrochemical Corporation (Sinopec), following friendly consultations, have reached consensus on mutual supply of crude oil in the year of 2013 and hereby enter into this Agreement] [Contract No.: KLJRZL-YW(ZL)-2012-0022 Finance Lease Agreement By and between PetroChina Sichuan Petrochemical Co., Ltd. (as Lessee) And Kunlun Financial Leasing Co., Ltd. (as Lessor) 1 ARTICLE 2 LEASE ASSETS 1 ARTICLE 3 TRANSFER OF LEASE ASSETS 2 ARTICLE 4 OWNERSHIP OF LEASE ASSETS 3] [LIST OF SUBSIDIARIES A List of PetroChina Company Limiteds principal subsidiaries is provided in Note 19 to the consolidated financial statements included in this annual report following Item 19. EX-8.1 4 d521425dex81.htm EX-8.1] [CERTIFICATION I, Zhou Jiping, certify that: 1. I have reviewed this annual report on Form 20-F of PetroChina Company Limited (the Company); 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] [CERTIFICATION I, Yu Yibo, certify that: 1. I have reviewed this annual report on Form 20-F of PetroChina Company Limited (the Company); 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] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Zhou Jiping Chairman of Board of Directors and President of the Company (performing the functions of Chief Executive Officer) EX-13.1 7 d521425dex131.htm EX-13.1] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.2 8 d521425dex132.htm EX-13.2] [E OLYER AND AC AUGHTON D PRING ALLEY OAD 5001 S UITE AST S ALLAS EXAS D March 8, 2013 PetroChina Company Limited 9 Dongzhimen North Street, Dongcheng District Beijing 100007 P.R. China Gentlemen: Reserves included herein are expressed as net reserves. Gross reserves are defined as the total estimated petroleum to be produced from these properties after December 31,] [Gaffney, Cline & Associates THIRD PARTY REPORT RESERVES ESTIMATION AND EVALUATION OF (CHAD AND ALGERIA) st DECEMBER, 2012 AS OF 31 Prepared for PETROCHINA COMPANY LIMITED MARCH, 2013 CONFIDENTIAL This document contains proprietary and confidential information which may not, without the express written permission of Gaffney, Cline & Associates, be released to any third party in any form, copied in] [Gaffney, Cline & Associates THIRD PARTY REPORT RESERVES ESTIMATION AND EVALUATION OF THE HALFAYA OIL FIELD, EASTERN IRAQ st DECEMBER, 2012 AS OF 31 Prepared for PETROCHINA COMPANY LIMITED IRAQ BRANCH MARCH, 2013 CONFIDENTIAL This document contains proprietary and confidential information which may not, without the express written permission of Gaffney, Cline & Associates, be released to any third party] [March 20, 2013 China National Oil and Gas Exploration And Development Corporation International Holding Ltd (CNODCI) No.6-1 Fuchengmen Beidajie Xicheng District Beijing, China 100034 Attention: Mr. Bo Qiliang, President Reference: CNPC E&D Interest in PetroKazakhstan Inc. Evaluation of Crude Oil Reserves Third Party Report Dear Sir: 1. INTRODUCTION McDaniel & Associates Consultants Ltd. (McDaniel) was requested by PetroKazakhstan Inc. (PKI)] [April 26, 2013 100 F Street, N.E. Commissioners: Very truly yours, Hong Kong April 26, 2013 EX-15.5 13 d521425dex155.htm EX-15.5]
[CNOOC Limited]
