Obligation CNOC Finance 2013 Ltd 3% ( US12625GAC87 ) en USD

CNOC Finance 2013 Ltd

100 % ▲

Chine

US12625GAC87 ( en USD )

3% par an ( paiement semestriel )

08/05/2023 - Obligation échue

Prospectus brochure de l'obligation CNOOC Finance 2013 Ltd US12625GAC87 en USD 3%, échue

200 000 USD

2 000 000 000 USD

12625GAC8

A+ ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

CNOOC Finance 2013 Ltd est une filiale de China National Offshore Oil Corporation (CNOOC), une grande compagnie pétrolière et gazière chinoise, spécialisée dans le financement et les activités financières liées aux opérations de sa société mère.

L'Obligation émise par CNOC Finance 2013 Ltd ( Chine ) , en USD, avec le code ISIN US12625GAC87, paye un coupon de 3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 08/05/2023

L'Obligation émise par CNOC Finance 2013 Ltd ( Chine ) , en USD, avec le code ISIN US12625GAC87, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par CNOC Finance 2013 Ltd ( Chine ) , en USD, avec le code ISIN US12625GAC87, a été notée A+ ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-188261
Registration No. 333-188261-01
CALCULATION OF REGISTRATION FEE

Proposed
Maximum
Offering
Proposed Maximum
Amount of
Amount to be
Price Per
Aggregate Offering
Registration
Title of Each Class of Securities to be Registered(1)

Registered

Unit

Price

Fee(2)
1.125% Guaranteed Notes due 2016

US$750,000,000

99.648%
US$747,360,000

US$101,940
1.750% Guaranteed Notes due 2018

US$750,000,000

99.539%
US$746,542,500

US$101,828
3.000% Guaranteed Notes due 2023

US$2,000,000,000

98.477%
US$1,969,540,000

US$268,645
4.250% Guaranteed Notes due 2043

US$500,000,000

98.515%
US$492,575,000

US$67,187

(1) Pursuant to Rule 457(n) under the Securities Act of 1933, as amended, no separate fee is payable with respect to the guarantees of CNOOC Limited in connection
with the above debt securities.
(2)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
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PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED MAY 1, 2013

CNOOC Finance (2013) Limited
(incorporated with limited liability in the British Virgin Islands)
US$750,000,000 1.125% Guaranteed Notes due 2016
US$750,000,000 1.750% Guaranteed Notes due 2018
US$2,000,000,000 3.000% Guaranteed Notes due 2023
US$500,000,000 4.250% Guaranteed Notes due 2043
unconditionally and irrevocably guaranteed by
CNOOC Limited
(incorporated with limited liability in Hong Kong)

The 1.125% Guaranteed Notes due 2016 (the "2016 Notes"), the 1.750% Guaranteed Notes due 2018 (the "2018 Notes"), the 3.000% Guaranteed Notes due 2023 (the "2023 Notes") and the 4.250%
Guaranteed Notes due 2043 (the "2043 Notes") will be issued in initial aggregate principal amounts of US$750,000,000, US$750,000,000, US$2,000,000,000 and US$500,000,000, respectively, by CNOOC Finance
(2013) Limited (the "Issuer"). We refer to the 2016 Notes, the 2018 Notes, the 2023 Notes and the 2043 Notes in this prospectus supplement collectively as the "Notes." The Notes will be the direct, unsecured and
unsubordinated obligations of the Issuer, unconditionaly and irrevocably guaranteed by CNOOC Limited (the "Company"). We refer to the guarantees by the Company as the "Guarantees."
The 2016 Notes will bear interest from May 9, 2013 at the rate set forth above, payable semi-annually in arrears on May 9 and November 9 of each year, commencing November 9, 2013. The 2018 Notes wil
bear interest from May 9, 2013 at the rate set forth above, payable semi-annualy in arrears on May 9 and November 9 of each year, commencing November 9, 2013. The 2023 Notes will bear interest from May 9, 2013
at the rate set forth above, payable semi-annualy in arrears on May 9 and November 9 of each year, commencing on November 9, 2013. The 2043 Notes will bear interest from May 9, 2013 at the rate set forth above,
payable semi-annualy in arrears on May 9 and November 9 of each year, commencing on November 9, 2013.
The Issuer may redeem the Notes at any time upon the occurrence of certain tax events. At any time, the Company or the Issuer may, at the Company's option, redeem the Notes, in whole or in part, at a
redemption price equal to 100% of the principal amount of the Notes redeemed plus the applicable premium as of, and accrued and unpaid interest, if any, to the redemption date. For a more detailed description of the
Notes and the Guarantees, see "Description of the Notes and Guarantees" in this prospectus supplement and "Description of Debt Securities and Guarantees" in the accompanying prospectus.
Investing in the Notes involves risks. See "Risk Factors" beginning on page S-10.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Notes or the Guarantees or determined that this prospectus supplement
or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

Proceeds to the Issuer

Public Offering Price(1)
Underwriting Discount
(Before Expenses)(1)
Per 2016 Note

99.648%

0.230%

99.418%
Total

US$
747,360,000
US$
1,725,000
US$
745,635,000
Per 2018 Note

99.539%

0.230%

99.309%
Total

US$
746,542,500
US$
1,725,000
US$
744,817,500
Per 2023 Notes

98.477%

0.230%

98.247%
Total

US$
1,969,540,000
US$
4,600,000
US$ 1,964,940,000
Per 2043 Notes

98.515%

0.230%

98.285%
Total

US$
492,575,000
US$
1,150,000
US$
491,425,000

Note:
(1)
Plus accrued interest, if any, from May 9, 2013.

Application has been made to The Stock Exchange of Hong Kong Limited for listing of, and permission to deal in, the Notes by way of debt issue to professional investors only and such permission is expected to
become effective on or about May 10, 2013. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this prospectus supplement, the
accompanying prospectus and the documents incorporated by reference into this prospectus supplement, make no representation as to their accuracy or completeness and expressly disclaim any liability whatsoever for any
loss howsoever arising from or in reliance upon the whole or any part of the contents of this prospectus supplement, the accompanying prospectus and the documents incorporated by reference into this prospectus
supplement.
We expect to deliver the Notes to investors through the book-entry delivery system of The Depository Trust Company and its direct participants, including Euroclear Bank S.A./N.V. and Clearstream Banking,
société anonyme, on or about May 9, 2013, which is the fifth business day folowing the date of this prospectus supplement. Purchasers of the Notes should note that trading of the Notes may be affected by this
settlement date.

Joint Lead Managers and Joint Bookrunners
(in alphabetical order)
Bank of China

BofA Merrill Lynch

CICC HK Securities

Citigroup
Credit Suisse

Goldman Sachs (Asia) L.L.C.

J.P. Morgan

UBS
Co-Managers
(in alphabetical order)
Société Générale Corporate & Investment
CCB International

ICBC International

Scotiabank
Banking
The date of this prospectus supplement is May 2, 2013
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TABLE OF CONTENTS

Page
Prospectus Supplement

About this Prospectus Supplement and the Accompanying Prospectus

S-ii
Forward-Looking Statements

S-iii
Summary

S-1
Certain Financial Data

S-7
Risk Factors

S-10
Use of Proceeds

S-12
Exchange Rate Information

S-13
Capitalization

S-14
Description of the Notes and Guarantees

S-15
Taxation

S-20
Underwriting (Conflicts of Interest)

S-24
Legal Matters

S-30
Experts

S-30
Where You Can Find More Information About Us

S-31
Incorporation of Documents by Reference

S-31
Prospectus

About this Prospectus

1

CNOOC Limited

2

The Issuer

2

Risk Factors

3

Forward-Looking Statements

4

Where You Can Find More Information About Us

5

Incorporation of Documents by Reference

5

Ratio of Earnings to Fixed Charges

6

Use of Proceeds

6

Description of Debt Securities and Guarantees

7

Plan of Distribution

22

Enforceability of Civil Liabilities

23

Legal Matters

24

Experts

24

We are responsible for the information contained and incorporated by reference in this prospectus supplement, the accompanying prospectus and in any
related free writing prospectus we prepare or authorize. We have not authorized anyone to give you any other information, and we take no responsibility for
any other information that others may give you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the Notes offered by this
document are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not
extend to you. The information contained in this document speaks only as of the date of this document, unless the information specifically indicates that
another date applies.
Notice to Hong Kong Investors: You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this
document, you should obtain independent professional advice. The Notes are only available in Hong Kong or to persons resident in Hong Kong who are
(a) "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b)
acquiring the Notes in circumstances which do not result in the document being a "prospectus" as defined in the Companies Ordinance (Cap. 32) of Hong Kong
or which do not constitute an offer to the public within the meaning of that Ordinance. Each purchaser of the Notes in the United States who is a resident of
Hong Kong, by accepting delivery of this prospectus supplement and the accompanying prospectus, will be deemed to have represented, agreed and
acknowledged that (a) it is a "professional investor" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under
that Ordinance; or (b) it is acquiring the Notes in circumstances which do not result in the document being a "prospectus" as defined in the Companies
Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance.

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ABOUT THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
This document is in two parts. The first is this prospectus supplement, which describes the specific terms of this offering. This prospectus supplement also
incorporates by reference the information described under "Where You Can Find More Information." The second part is the accompanying prospectus dated May 1,
2013. The accompanying prospectus contains a description of our debt securities and gives more general information, some of which may not apply to this offering.
If the description of this offering varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this
prospectus supplement.
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying
prospectus include particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of
giving information with regard to us. We accept full responsibility for the accuracy of the information contained in this prospectus supplement, the accompanying
prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus and confirm, having made all reasonable
enquiries, that to the best of our knowledge and belief there are no other facts the omission of which would make any statement herein misleading.
In this prospectus, unless otherwise indicated, references to "we," "us," "our" and the "Company" refer to CNOOC Limited, or CNOOC Limited and its
subsidiaries, including CNOOC Finance (2013) Limited (the "Issuer"), as the context requires. References to "CNOOC" are to China National Offshore Oil
Corporation and its subsidiaries (other than CNOOC Limited and its subsidiaries). References to "China" and the "PRC" refer to the People's Republic of China and,
solely for the purpose of this prospectus supplement, exclude the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan.
References to "Renminbi" and "Rmb" are to the legal currency of China, references to "U.S. dollars" and "US$" are to the legal currency of the United States, and
references to "Hong Kong dollars" and "HK$" are to the legal currency of the Hong Kong Special Administrative Region.

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FORWARD-LOOKING STATEMENTS
This prospectus supplement and the documents incorporated by reference includes "forward-looking statements" within the meaning of the United States Private
Securities Litigation Reform Act of 1995, including statements regarding expected future events, business prospects or financial results. The words "expect,"
"anticipate," "continue," "estimate," "objective," "ongoing," "may," "will," "project," "should," "believe," "plans," "intends" and similar expressions are intended to
identify such forward-looking statements.
These forward-looking statements address, among others, such issues as:

· the amount and nature of future exploration, development and other capital expenditures;

· wells to be drilled or reworked;

· development projects;

· exploration prospects;

· estimates of proved oil and gas reserves;

· development and drilling potential;

· expansion and other development trends of the oil and gas industry;

· business strategy;

· production of oil and gas;

· development of undeveloped reserves;

· expansion and growth of our business and operations, including the integration of our acquisition of Nexen Inc. ("Nexen");

· oil and gas prices and demand;

· future earnings and cash flow; and

· our estimated financial information.
These statements are based on assumptions and analysis made by us in light of our experience and our perception of historical trends, current conditions and
expected future developments, as well as other factors we believe are appropriate under the circumstances. However, whether actual results and developments will
meet our expectations and predictions depend on a number of risks and uncertainties which could cause our actual results, performance and financial condition to differ
materially from our expectations, including those associated with fluctuations in crude oil and natural gas prices, our exploration or development activities, our capital
expenditure requirements, our business strategy, whether the transactions entered into by us can complete on schedule pursuant to the timetable or at all, greater than
expected costs and expenses in relation to the integration of acquisitions, risks of unexpected consequences resulting from acquisitions, the highly competitive nature of
the oil and natural gas industry, our foreign operations, environmental liabilities and compliance requirements, and economic and political conditions in the PRC and
overseas. For a description of these and other risks and uncertainties, see the risk factors described under "Risk Factors" and other cautionary statements appearing in
this prospectus supplement and the documents incorporated by reference
Consequently, all of the forward-looking statements made in this prospectus supplement and the documents incorporated by reference are qualified by these
cautionary statements. We cannot assure that the results or developments anticipated by us will be realized or, even if substantially realized, that they will have the
expected effect on us, our business or our operations.

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SUMMARY
The following summary highlights information contained in or incorporated by reference in this prospectus supplement and the accompanying
prospectus. It may not contain all of the information that you should consider before investing in the Notes. You should carefully read this entire prospectus
supplement, as well as the accompanying prospectus and the documents incorporated by reference herein that are described under "Where You Can Find
More Information."
Our Business
CNOOC Limited
We are an upstream company specializing in the exploration, development and production of oil and natural gas. We are the dominant oil and natural gas
producer in offshore China and, in terms of reserves and production, we are also one of the largest independent oil and natural gas exploration and production
companies in the world.
As of the end of 2012, we had net proved reserves of approximately 3.49 billion BOE including approximately 2.38 billion barrels of crude oil and 6,519.0
bcf of natural gas. In 2012, we had an average daily production of approximately 742,765 barrels of crude oil and approximately 1,109.7 mmcf of natural gas,
representing a total net oil and gas production of 935,615 BOE per day, including 46,767 BOE per day under our equity method investees (except as otherwise
stated, all amounts of reserve and production in this prospectus supplement include our interests in equity method investees).
Our total revenues were Rmb180.0 billion, Rmb240.9 billion and Rmb247.6 billion in 2010, 2011 and 2012, respectively. Our profit for the year was
Rmb54.4 billion, Rmb70.3 billion and Rmb63.7 billion in 2010, 2011 and 2012, respectively.
We were incorporated with limited liability on August 20, 1999 in Hong Kong under the Hong Kong Companies Ordinance. The PRC government
established CNOOC, our controlling shareholder, as a state-owned offshore petroleum company in 1982 under the Regulation of the PRC on the Exploitation of
Offshore Petroleum Resources in Cooperation with Foreign Enterprises. CNOOC assumed certain responsibility for the administration and development of PRC
offshore petroleum operations with foreign oil and gas companies. Prior to CNOOC's reorganization in 1999, CNOOC and its various affiliates performed both
commercial and administrative functions relating to oil and natural gas exploration and development in offshore China. In 1999, CNOOC transferred all of its then
current operational and commercial interests in its offshore petroleum business, including the related assets and liabilities, to us. As a result, we and our
subsidiaries are the only vehicles through which CNOOC engages in oil and gas exploration, development, production and sales activities both in and outside the
PRC.
Our registered office is located at 65th Floor, Bank of China Tower, One Garden Road, Central, Hong Kong, and our telephone number is +852 2213-2500.
We maintain a website at www.cnoocltd.com where general information about us is available. We are not incorporating the contents of the website into this
prospectus supplement or the accompanying prospectus.
The Issuer
The Issuer is our wholly-owned subsidiary and was incorporated as a BVI business company with limited liability on April 23, 2013 in the British Virgin
Islands under the BVI Business Companies Act (as amended) of the British Virgin Islands. It has no material assets and will conduct no business except in
connection with the issuance of the Notes and other debt securities and the advance of proceeds from such issuance to us or a company controlled by us. Its
registered office is located at the offices of its registered agent, Intertrust Corporate Services (BVI) Limited, at 171 Main Street, Road Town, Tortola VG1 110,
British Virgin Islands. The telephone number of its registered agent is +1 284 394-9100.
The Issuer will elect to be treated as a disregarded entity for U.S. federal income tax purposes, with effect as of the issue date of the Notes.

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The Offering
The following is a brief summary of the terms of this offering and is qualified in its entirety by the remainder of this prospectus supplement and the
accompanying prospectus. Terms used in this summary and not otherwise defined shall have the meanings given to them in "Description of the Notes and
Guarantees" in this prospectus supplement and "Description of Debt Securities and Guarantees" in the accompanying prospectus.

Issuer
CNOOC Finance (2013) Limited (the "Issuer"), a BVI business company incorporated with limited
liability on April 23, 2013, in the British Virgin Islands under the BVI Business Companies Act (as
amended) of the British Virgin Islands (Registration No. 1771200).

Guarantor
CNOOC Limited (the "Company"), a company incorporated with limited liability on August 20,
1999 in Hong Kong under the Companies Ordinance (Registration No. 685974).

Notes Offered
US$750,000,000 aggregate principal amount of 1.125% guaranteed notes due 2016 (the "2016
Notes"),

US$750,000,000 aggregate principal amount of 1.750% guaranteed notes due 2018 (the "2018

Notes"),

US$2,000,000,000 aggregate principal amount of 3.000% guaranteed notes due 2023 (the "2023

Notes"), and

US$500,000,000 aggregate principal amount of 4.250% guaranteed notes due 2043 (the "2043

Notes").

Guarantees
Payment of principal of, interest and any Additional Amounts on, the Notes is irrevocably and
unconditionally guaranteed by the Company.

Issue Price
2016 Notes: 99.648% of principal amount, plus accrued interest, if any, from May 9, 2013, to the
issue date.

2018 Notes: 99.539% of principal amount, plus accrued interest, if any, from May 9, 2013, to the

issue date.

2023 Notes: 98.477% of principal amount, plus accrued interest, if any, from May 9, 2013, to the

issue date.

2043 Notes: 98.515% of principal amount, plus accrued interest, if any, from May 9, 2013, to the

issue date.

Maturity Date
2016 Notes: May 9, 2016.
2018 Notes: May 9, 2018.

2023 Notes: May 9, 2023.

2043 Notes: May 9, 2043.

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Interest Payment Dates
May 9 and November 9, commencing November 9, 2013.

Interest
The 2016 Notes will bear interest from May 9, 2013 at the rate of 1.125% per annum, payable
semi-annually in arrears.

The 2018 Notes will bear interest from May 9, 2013 at the rate of 1.750% per annum, payable

semi-annually in arrears.

The 2023 Notes will bear interest from May 9, 2013 at the rate of 3.000% per annum, payable

semi-annually in arrears.

The 2043 Notes will bear interest from May 9, 2013 at the rate of 4.250% per annum, payable

semi-annually in arrears.

Interest will be calculated on the basis of a 360-day year, consisting of twelve 30-day months.

Further Issues
The 2016 Notes, the 2018 Notes, the 2023 Notes and the 2043 Notes will be issued in initial
aggregate principal amounts of US$750,000,000, US$750,000,000, US$2,000,000,000 and
US$500,000,000, respectively. The Company and the Issuer may, however, from time to time,
without the consent of the respective holders of a series of the Notes, create and issue, pursuant to
the indenture, additional guaranteed notes, having the same terms and conditions under the indenture
as the previously outstanding series of Notes in all respects, except for issue date, issue price, and
amount of the first payment of interest thereon. Additional Notes issued may be consolidated with
and form a single series with the previously outstanding Notes of the relevant series; provided,
however, that no additional Notes will be issued under the same CUSIP, ISIN or other identifying
number as the outstanding Notes of that series unless such additional Notes are fungible with such
outstanding Notes for U.S. federal income tax purposes.

Ranking
The Notes will constitute direct, unsecured and unsubordinated obligations of the Issuer ranking pari
passu, without any preference or priority of payment among themselves, with all of its other
unsecured and unsubordinated indebtedness (except obligations preferred by applicable law). The
Guarantees will constitute direct, unsecured and unsubordinated obligations of the Company, ranking
pari passu with all of its other unsecured and unsubordinated indebtedness (except obligations
preferred by applicable law).

Certain Covenants
The Company has covenanted in the indenture, with certain exceptions, not to incur certain liens or
consolidate, merge or sell its assets substantially as an entirety unless certain conditions are
satisfied. The Notes and the indenture do not otherwise restrict or

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limit the ability of the Company to incur additional indebtedness by itself or its subsidiaries or its
ability to enter into transactions with, or to pay dividends or make other payments to, affiliates. See

"Description of Debt Securities and Guarantees--Certain Covenants" in the accompanying
prospectus.

Additional Amounts
In the event that British Virgin Islands, Hong Kong or PRC taxes are payable in respect of payments
pursuant to the Notes or the Guarantees, the Company or the Issuer, as the case may be, will, subject
to certain exceptions, pay such Additional Amounts under the Notes as will result, after deduction or
withholding of such taxes, in the payment of the amounts that would have been payable in respect of
the Notes had no deduction or withholding been required. See "Description of Debt Securities and
Guarantees--Additional Amounts" in the accompanying prospectus.

Optional Redemption
At any time, the Company or the Issuer may, at the Company's option, redeem the Notes, in whole or
in part, at a redemption price equal to 100% of the principal amount of the Notes redeemed plus the
applicable premium as of, and accrued and unpaid interest, if any, to the redemption date. See
"Description of Notes and Guarantees--Optional Redemption" in this prospectus supplement.

Optional Tax Redemption
Each series of Notes may be redeemed at the option of the Issuer, in whole but not in part, at the
principal amount thereof, plus accrued and unpaid interest, in the event the Company or the Issuer
becomes obligated to pay Additional Amounts in respect of the Notes or the Guarantees of that series
as a result of certain changes in tax law. See "Description of Debt Securities and Guarantees
--Optional Tax Redemption" in the accompanying prospectus.

Use of Proceeds
The aggregate proceeds from this offering, after deducting underwriting commissions and estimated
offering expenses payable by the Issuer and us, will be approximately US$3,942 million. The Issuer
will advance the proceeds of this offering to us or a company controlled by us. The proceeds will be
used mainly to repay part of the outstanding borrowings of our wholly-owned subsidiary CNOOC
Canada Holding ULC (formerly known as CNOOC Canada Holding Ltd.) under a short-term credit
facility. See "Use of Proceeds."

Governing Law
The Notes, the Guarantees and the indenture will be governed by, and construed in accordance with,
the laws of the State of New York.

Denomination, Form and Registration
The Notes will be issued in minimum denominations of US$200,000 and integral multiples of
US$1,000 in excess thereof.

The Notes will be represented by one or more global notes in fully registered form without interest

coupons deposited with The Bank of New York Mellon as custodian for, and registered in the name
of, Cede & Co., as nominee of The Depository Trust Company ("DTC").

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Investors may elect to hold the interests in the global notes through any of DTC, Clearstream

Banking, société anonyme ("Clearstream, Luxembourg") or Euroclear Bank S.A./N.V.
("Euroclear").

DTC will credit the account of each of its participants, including Euroclear and Clearstream,
Luxembourg, with the principal amount of Notes being purchased by or through such participant.

Beneficial interests in the global notes will be shown on, and transfers thereof will be effected only
through, records maintained by DTC and its direct and indirect participants, including Euroclear and
Clearstream, Luxembourg.

Risk Factors
You should consider carefully all the information set forth and incorporated by reference in this
prospectus supplement and the accompanying prospectus and, in particular, you should evaluate the
specific factors set forth under the heading "Risk Factors" beginning on page S-10 of this prospectus
supplement, as well as the other information contained or incorporated herein by reference, before
deciding to invest in the Notes.

Conflicts of Interest
Because BOCI Asia Limited, Bank of China (Hong Kong) Limited, Bank of China Limited, CCB
International Capital Limited and ICBC International Securities Limited are underwriters in this
offering and their affiliates may receive more than 5% of the net offering proceeds, a "conflict of
interest" is deemed to exist under Rule 5121 of the Financial Industry Regulatory Authority
("FINRA"). Therefore, the offering will be made in compliance with such rule. See "Underwriting
(Conflicts of Interest)--Conflicts of Interest."

Listing
Application has been made to list the Notes on The Stock Exchange of Hong Kong Limited (the
"HKSE").

Trustee, Registrar and Paying Agent
The Bank of New York Mellon

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