Obligation CNPOC 4.25% ( US12591DAC56 ) en USD

CNPOC

100 % ▲

Chine

US12591DAC56 ( en USD )

4.25% par an ( paiement semestriel )

29/04/2024 - Obligation échue

Prospectus brochure de l'obligation CNOOC US12591DAC56 en USD 4.25%, échue

200 000 USD

2 250 000 000 USD

12591DAC5

A+ ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

CNOOC (China National Offshore Oil Corporation) est une entreprise publique chinoise d'exploration et de production de pétrole et de gaz en mer.

L'Obligation émise par CNPOC ( Chine ) , en USD, avec le code ISIN US12591DAC56, paye un coupon de 4.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/04/2024

L'Obligation émise par CNPOC ( Chine ) , en USD, avec le code ISIN US12591DAC56, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par CNPOC ( Chine ) , en USD, avec le code ISIN US12591DAC56, a été notée A+ ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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CALCULATION OF REGISTRATION FEE

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

Registered

Per Unit

Price

Fee(2)
1.625% Guaranteed Notes due 2017
US$1,250,000,000
99.616% US$1,245,200,000 US$160,382
4.250% Guaranteed Notes due 2024
US$2,250,000,000
99.565% US$2,240,212,500 US$288,539
4.875% Guaranteed Notes due 2044

US$500,000,000
98.358%
US$491,790,000
US$63,343

(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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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-188261
Registration No. 333-188261-02

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED APRIL 22, 2014

CNOOC NEXEN FINANCE (2014) ULC
(incorporated in Canada)
US$1,250,000,000 1.625% Guaranteed Notes due 2017
US$2,250,000,000 4.250% Guaranteed Notes due 2024
US$500,000,000 4.875% Guaranteed Notes due 2044
unconditionally and irrevocably guaranteed by
(incorporated with limited liability in Hong Kong)

The 1.625% Guaranteed Notes due 2017 (the "2017 Notes") , the 4.250% Guaranteed Notes due 2024 (the "2024 Notes") and the 4.875% Guaranteed
Notes due 2044 (the "2044 Notes") will be issued in initial aggregate principal amounts of US$1,250,000,000, US$2,250,000,000 and US$500,000,000,
respectively, by CNOOC Nexen Finance (2014) ULC (the "Issuer"). We refer to the 2017 Notes, the 2024 Note and the 2044 Notes in this prospectus
supplement collectively as the "Notes." The Notes will be the unsecured unsubordinated obligations of the Issuer, unconditionally and irrevocably
guaranteed by CNOOC Limited (the "Company"). We refer to the guarantees by the Company as the "Guarantees."
The 2017 Notes will bear interest from April 30, 2014 at the rate set forth above, payable semi-annually in arrears on April 30 and October 30 of each
year, commencing October 30, 2014. The 2024 Notes will bear interest from April 30, 2014 at the rate set forth above, payable semi-annually in arrears on
April 30 and October 30 of each year, commencing October 30, 2014. The 2044 Notes will bear interest from April 30, 2014 at the rate set forth above,
payable semi-annually in arrears on April 30 and October 30 of each year, commencing October 30, 2014.
The Issuer may redeem the Notes at any time upon the occurrence of certain tax events. At any time, the Company, at the Company's option, or the
Issuer may at its 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-11.
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 2017 Note

99.616%

0.230%

99.386%
Total

US$
1,245,200,000
US$
2,875,000
US$ 1,242,325,000
Per 2024 Note

99.565%

0.230%

99.335%
Total

US$
2,240,212,500
US$
5,175,000
US$ 2,235,037,500
Per 2044 Note

98.358%

0.230%

98.128%
Total

US$
491,790,000
US$
1,150,000
US$
490,640,000
Note:
(1) Plus accrued interest, if any, from April 30, 2014.
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Application has been made to The Stock Exchange of Hong Kong Limited (the "HKSE") 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 2, 2014. Hong Kong Exchanges and
Clearing Limited and the HKSE 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 April 30, 2014, which is the fifth business day following 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)
BOC International

Citigroup

Credit Suisse

Deutsche Bank
Goldman Sachs (Asia) L.L.C.

J.P. Morgan

Morgan Stanley

UBS
The date of this prospectus supplement is April 23, 2014
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Notice to Prospective Investors in Hong Kong
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 (Winding up and Miscellaneous Provisions) 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 (Winding up and Miscellaneous Provisions) 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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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-11
Use of Proceeds
S-14
Exchange Rate Information
S-15
Capitalization
S-16
Description of the Notes and Guarantees
S-17
Taxation
S-22
Underwriting (Conflict of Interest)
S-26
Legal Matters
S-32
Experts
S-32
Where You Can Find More Information About Us
S-33
Incorporation of Documents by Reference
S-33
Prospectus

About this Prospectus
1

CNOOC Limited
2

The 2013 Issuer
2

The 2014 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
23

Enforceability of Civil Liabilities
24

Legal Matters
25

Experts
25

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.

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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 About
Us." The second part is the accompanying prospectus dated April 22, 2014. 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 HKSE 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 supplement, unless otherwise indicated, references to "we," "us," "our" and the "Company" refer to CNOOC
Limited, or CNOOC Limited and its subsidiaries, including CNOOC Nexen Finance (2014) ULC (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$" are to the
legal currency of the United States, references to "Hong Kong dollars" and "HK$" are to the legal currency of the Hong Kong Special
Administrative Region, and references to "Canadian dollars" and "C$" are to the legal currency of Canada.

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FORWARD-LOOKING STATEMENTS
This prospectus supplement and the documents incorporated by reference include "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;

· 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 their terms and timetable or at all, 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 "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 you 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 2013, we had net proved reserves of approximately 4.43 billion BOE including approximately 2.29 billion
barrels of crude oil and 6,323.3 bcf of natural gas. In 2013, we had an average daily production of approximately 912,603 barrels
of crude oil and approximately 1,247.4 mmcf of natural gas, representing a total net oil and gas production of 1.13 million BOE
per day, including approximately 45,173 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 Rmb240.9 billion, Rmb247.6 billion and Rmb285.9 billion in 2011, 2012 and 2013, respectively.
Our profit for the year was Rmb70.3 billion, Rmb63.7 billion and Rmb56.5 billion in 2011, 2012 and 2013, 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 an unlimited company on March 12, 2014 in Nova
Scotia, Canada under the Companies Act (Nova Scotia). 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 recognized agent, Charles S. Reagh, at 1959 Upper
Water Street, Suite 900, Halifax NS B3J 3N2, Canada. Its telephone number is +852 2213-2500.
The Issuer will be treated as a disregarded entity for U.S. federal income tax purposes.

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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 Nexen Finance (2014) ULC (the "Issuer"), an unlimited company on
March 12, 2014 in Nova Scotia, Canada under the Companies Act (Nova
Scotia) (Registration No. 3279277).

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$1,250,000,000 aggregate principal amount of 1.625% guaranteed notes due
2017,

US$2,250,000,000 aggregate principal amount of 4.250% guaranteed notes due

2024, and

US$500,000,000 aggregate principal amount of 4.875% guaranteed notes due

2044.

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

Issue Price
2017 Notes: 99.616% of principal amount, plus accrued interest, if any, from
April 30, 2014, to the issue date.

2024 Notes: 99.565% of principal amount, plus accrued interest, if any, from

April 30, 2014, to the issue date.

2044 Notes: 98.358% of principal amount, plus accrued interest, if any, from

April 30, 2014, to the issue date.

Maturity Date
2017 Notes: April 30, 2017.

2024 Notes: April 30, 2024.

2044 Notes: April 30, 2044.

Interest Payment Dates
April 30 and October 30, commencing October 30, 2014.

Interest
The 2017 Notes will bear interest from April 30, 2014 at the rate of 1.625% per
annum, payable semi-annually in arrears from October 30, 2014.

The 2024 Notes will bear interest from April 30, 2014 at the rate of 4.250% per

annum, payable semi-annually in arrears from October 30, 2014.

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The 2044 Notes will bear interest from April 30, 2014 at the rate of 4.875% per

annum, payable semi-annually in arrears from October 30, 2014.

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

Further Issues
The 2017 Notes, the 2024 Notes and the 2044 Notes will be issued in initial
aggregate principal amounts of US$1,250,000,000, US$2,250,000,000 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 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 Canadian, 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.

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