Obligation CNPOC 4.2% ( US12634GAC78 ) en USD

CNPOC

100 % ▲

Chine

US12634GAC78 ( en USD )

4.2% par an ( paiement semestriel )

05/05/2045

Prospectus brochure de l'obligation CNOOC US12634GAC78 en USD 4.2%, échéance 05/05/2045

200 000 USD

300 000 000 USD

12634GAC7

A+ ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

05/11/2025 ( Dans 140 jours )

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 US12634GAC78, paye un coupon de 4.2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 05/05/2045

L'Obligation émise par CNPOC ( Chine ) , en USD, avec le code ISIN US12634GAC78, 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 US12634GAC78, a été notée A+ ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424(B)(2)
424B2 1 d908925d424b2.htm 424(B)(2)
Table of Contents
CALCULATION OF REGISTRATION FEE

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

Registered

Per Unit

Offering Price

Registration Fee(2)
2.625% Guaranteed Notes due 2020

US$1,500,000,000

99.716%

US$1,495,740,000

US$173,805
3.500% Guaranteed Notes due 2025

US$2,000,000,000

99.075%

US$1,981,500,000

US$230,250
4.200% Guaranteed Notes due 2045

US$300,000,000

100.000%

US$300,000,000

US$34,860

(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.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-188261
Registration No. 333-188261-03
Registration No. 333-188261-04

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED April 27, 2015

CNOOC FINANCE (2015) AUSTRALIA PTY LTD
Australian Company Number 604 822 335
(incorporated in Victoria, Australia)
US$1,500,000,000 2.625% Guaranteed Notes due 2020
US$300,000,000 4.200% Guaranteed Notes due 2045
unconditionally and irrevocably guaranteed by
CNOOC Limited
(incorporated with limited liability in Hong Kong)
and
CNOOC FINANCE (2015) U.S.A. LLC
(formed in the State of Delaware)
US$2,000,000,000 3.500% Guaranteed Notes due 2025
unconditionally and irrevocably guaranteed by
CNOOC Limited
(incorporated with limited liability in Hong Kong)

The 2.625% Guaranteed Notes due 2020 (the "2020 Notes") and the 4.200% Guaranteed Notes due 2045 (the "2045 Notes") will be issued in initial aggregate principal amounts of US$1,500,000,000 and
US$300,000,000, respectively, by CNOOC Finance (2015) Australia Pty Ltd (the "2015 Australian Issuer"). The 3.500% Guaranteed Notes due 2025 (the "2025 Notes") will be issued in initial aggregate principal
amounts of US$2,000,000,000, by CNOOC Finance (2015) U.S.A. LLC (the "2015 Delaware Issuer," and together with the 2015 Australian Issuer, the "2015 Issuers," or each a "2015 Issuer"). We refer to the
2020 Notes and the 2045 Notes in this prospectus supplement collectively as the "Australian Issuer Notes." The Australian Issuer Notes will be the direct, unconditional, unsubordinated and unsecured obligations
of the 2015 Australian Issuer, unconditionally and irrevocably guaranteed by CNOOC Limited (the "Company"). The 2025 Notes are referred to in this prospectus supplement as the "Delaware Issuer Notes" (and
together with the Australian Issuer Notes, the "Notes"). The Delaware Issuer Notes will be the direct, unconditional, unsubordinated and unsecured obligations of the 2015 Delaware Issuer, unconditionally and
irrevocably guaranteed by the Company. We refer to the guarantees by the Company as the "Guarantees."
The 2020 Notes will bear interest from May 5, 2015 at the rate set forth above, payable semi-annually in arrears on May 5 and November 5 of each year, commencing November 5, 2015. The 2025 Notes will
bear interest from May 5, 2015 at the rate set forth above, payable semi-annually in arrears on May 5 and November 5 of each year, commencing November 5, 2015. The 2045 Notes will bear interest from May 5,
2015 at the rate set forth above, payable semi-annually in arrears on May 5 and November 5 of each year, commencing November 5, 2015.
The Notes may be redeemed at any time upon the occurrence of certain tax events. At any time, the Company or the 2015 Issuers may, at the Company's or the respective 2015 Issuer's option, redeem the
Australian Issuer Notes or the Delaware Issuer Notes, as applicable, in whole or in part, at a redemption price equal to 100% of the principal amount of such series of 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 -13.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Notes or the Guarantees or determined if this prospectus supplement or
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the accompanying prospectus is truthful 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 2020 Note

99.716%

0.2%

99.516%
Total
US$
1,495,740,000
US$
3,000,000
US$
1,492,740,000
Per 2025 Note

99.075%

0.2%

98.875%
Total
US$
1,981,500,000
US$
4,000,000
US$
1,977,500,000
Per 2045 Note

100.000%

0.2%

99.800%
Total
US$
300,000,000
US$
600,000
US$
299,400,000
Note:
(1)
Plus accrued interest, if any, from May 5, 2015

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 6, 2015. 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 May 5, 2015, 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. Neither the Australian Issuer Notes offering nor the Delaware Issuer Notes offering contemplated hereby is contingent upon the other. See "Underwriting."

Joint Global Coordinators, Joint Lead Managers and Joint Bookrunners
(in alphabetical order)
BOC International
Citigroup
Credit Suisse
Goldman Sachs (Asia) L.L.C.

Joint Bookrunners
(in alphabetical order)
BofA Merrill Lynch
CICC HK Securities
ICBC International
J.P. Morgan
Morgan Stanley
Société Générale Corporate & Investment Banking
Standard Chartered Bank
The date of this prospectus supplement is April 28, 2015
Table of Contents
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.
Table of Contents
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-9
Risk Factors
S-13
Use of Proceeds
S-16
Exchange Rate Information
S-17
Capitalization
S-18
Description of the Notes and Guarantees
S-19
Taxation
S-25
Underwriting
S-32
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Legal Matters
S-39
Experts
S-39
Where You Can Find More Information About Us
S-40
Incorporation of Documents by Reference
S-40
Prospectus

About this Prospectus

1
CNOOC Limited

2
The 2013 Issuer

2
The 2014 Issuer

2
The 2015 Issuers

3
Risk Factors

4
Forward-Looking Statements

5
Where You Can Find More Information About Us

6
Incorporation of Documents by Reference

6
Ratio of Earnings To Fixed Charges

7
Use of Proceeds

7
Description of Debt Securities and Guarantees

8
Plan of Distribution

26
Enforceability of Civil Liabilities

27
Legal Matters

29
Experts

29
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.

S-i
Table of Contents
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 27, 2015. 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 Finance (2015) Australia Pty Ltd (ACN 604 822 335) and CNOOC Finance
(2015) U.S.A. LLC (the "2015 Issuers" and each a "2015 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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There has been no material adverse change in the financial or trading position of the Company since December 31, 2014, except as set out in
the "Risk Factors" and "Certain Financial Data" sections of this prospectus supplement.

S-ii
Table of Contents
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.

S-iii
Table of Contents
SUMMARY
The following summary highlights information contained in or incorporated by reference in this prospectus supplement and the
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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 About Us."
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 2014, we had net proved reserves of approximately 4.48 billion BOE including approximately 2.46 billion barrels of
crude oil and 7,268.1 bcf of natural gas. In 2014, we had an average daily production of approximately 955,647 barrels of crude oil and
approximately 1,330.1 mmcf of natural gas, representing a total net oil and gas production of 1.18 million BOE per day, including
approximately 47,640 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 RMB247.6 billion, RMB285.9 billion and RMB274.6 billion in 2012, 2013 and 2014, respectively. Our profit
for the year was RMB63.7 billion, RMB56.5 billion and RMB60.2 billion in 2012, 2013 and 2014, 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. The contents of the website
are not part of this prospectus supplement or the accompanying prospectus.
THE 2015 ISSUERS
CNOOC Finance (2015) Australia Pty Ltd is our wholly-owned subsidiary and was incorporated as a proprietary company on March 18,
2015 in Victoria, Australia. It has no material assets and will conduct no business except in connection with the issuance of debt securities and
the loan 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, Anchor Legal, at Level 6, 105 St Georges Terrace, Perth, Western Australia 6000, Australia. Its telephone number is +61-8-9486-9777.

S-1
Table of Contents
CNOOC Finance (2015) Australia Pty Ltd will be treated as a disregarded entity for U.S. federal income tax purposes.
CNOOC Finance (2015) U.S.A. LLC is our wholly-owned subsidiary and was formed as a limited liability company on March 23, 2015
in the State of Delaware. It has no material assets and will conduct no business except in connection with the issuance of debt securities and
the loan 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, Corporation Service Company, at 2711 Centerville Road, Wilmington, Delaware, U.S.A. 19808. Its telephone number is 302-636-5400.
CNOOC Finance (2015) U.S.A. LLC will be treated as a disregarded entity for U.S. federal income tax purposes.

S-2
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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.

Issuers
CNOOC Finance (2015) Australia Pty Ltd (the "2015 Australian Issuer"), a proprietary
company incorporated in and under the Laws of Victoria, Australia on March 18, 2015
(ACN 604 822 335), and CNOOC Finance (2015) U.S.A. LLC (the "2015 Delaware
Issuer," and together with the 2015 Australian Issuer, the "2015 Issuers," or each a
"2015 Issuer"), a limited liability company formed in and under the laws of the State of
Delaware on March 23, 2015 (Registration No. 47-3525422).

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$1,500,000,000 aggregate principal amount of 2.625% guaranteed notes due 2020
issued by the 2015 Australian Issuer,

US$2,000,000,000 aggregate principal amount of 3.500% guaranteed notes due 2025
issued by the 2015 Delaware Issuer, and

US$300,000,000 aggregate principal amount of 4.200% guaranteed notes due 2045
issued by the 2015 Australian Issuer.

Concurrent Offerings of Australian Issuer Notes and Neither the Australian Issuer Notes offering nor the Delaware Issuer Notes offering is
Delaware Issuer Notes
contingent upon the other. Accordingly, although this prospectus supplement includes
discussion of the offerings of both 2015 Issuers, it is possible that the offering of one
2015 Issuer will proceed to completion while the offering of the other 2015 Issuer does
not. While the information in the table below under "Capitalization" and elsewhere in
this prospectus supplement assumes the substantially concurrent completion of both the
Australian Issuer Notes and Delaware Issuer Notes offerings, there can be no assurance
that the concurrent offerings of the 2015 Issuers will be completed in the manner and
timing contemplated herein or at all. See "Underwriting."

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

Issue Price
2020 Notes: 99.716% of principal amount, plus accrued interest, if any, from May 5,
2015, to the issue date.

S-3
Table of Contents

2025 Notes: 99.075% of principal amount, plus accrued interest, if any, from May 5,
2015, to the issue date.

2045 Notes: 100.000% of principal amount, plus accrued interest, if any, from May 5,
2015, to the issue date.

Maturity Date
2020 Notes: May 5, 2020.

2025 Notes: May 5, 2025.

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2045 Notes: May 5, 2045.

Interest Payment Dates
May 5 and November 5, commencing November 5, 2015.

Interest
The 2020 Notes will bear interest from May 5, 2015 at the rate of 2.625% per annum,
payable semi-annually in arrears from November 5, 2015.

The 2025 Notes will bear interest from May 5, 2015 at the rate of 3.500% per annum,
payable semi-annually in arrears from November 5, 2015.

The 2045 Notes will bear interest from May 5, 2015 at the rate of 4.200% per annum,
payable semi-annually in arrears from November 5, 2015.

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

Further Issues
The 2020 Notes, the 2025 Notes and the 2045 Notes will be issued in initial aggregate
principal amounts of US$1,500,000,000, US$2,000,000,000 and US$300,000,000,
respectively. The Company and each 2015 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 indentures, additional guaranteed notes, having the same terms and
conditions under the indentures 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 Australian Issuer Notes will constitute direct, unconditional, unsubordinated and
unsecured obligations of the 2015 Australian

S-4
Table of Contents
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 Delaware Issuer Notes will constitute direct, unconditional, unsubordinated and
unsecured obligations of the 2015 Delaware 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, unconditional, unsubordinated and unsecured 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 indentures, 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 indentures 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 Australian (in the case of the 2015 Australian Issuer), United States (in
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424(B)(2)
the case of the 2015 Delaware Issuer), Hong Kong or PRC taxes are payable in respect
of payments pursuant to the Notes or the Guarantees, the Company or the applicable
2015 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 2015 Issuers may, at the Company's or the respective
2015 Issuer's option, redeem the Australian Issuer Notes or the Delaware Issuer Notes,
as applicable, in whole or in part, at a redemption price equal to 100% of the principal
amount of such series of 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 2015 Australian Issuer or the
2015 Delaware Issuer, as the case may be, in

S-5
Table of Contents
whole but not in part, at 100% of the principal amount thereof, plus accrued and unpaid
interest and Additional Amounts, if any, in the event the Company or a 2015 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 2015 Issuers and us, will be
approximately US$3,765.1 million. The 2015 Issuers will loan the proceeds of this
offering to us or a company controlled by us. The proceeds will be used for general
corporate purposes. See "Use of Proceeds."

Governing Law
The Notes, the Guarantees and the indentures 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.

Each series of 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"). 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-13 of this prospectus supplement, as well as the other information contained
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424(B)(2)
or incorporated herein by reference, before deciding to invest in the Notes.

Listing
Application has been made to list each series of the Notes on the HKSE.

S-6
Table of Contents
Trustee, Registrar, Paying and Transfer Agent
The Bank of New York Mellon.

S-7
Table of Contents
Ratio of Earnings to Fixed Charges
The following table sets forth our unaudited consolidated ratio of earnings to fixed charges for each of the periods indicated using
financial information extracted, where applicable, from our audited consolidated financial statements. Our audited consolidated financial
statements are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards
Board ("IFRS").

Year Ended December 31,

2010

2011
2012
2013
2014
Ratio of Earnings to Fixed Charges
106.97 58.51 49.76 22.87 20.14
Earnings included in the calculation of the ratio of earnings to fixed charges represent income before income taxes plus fixed charges,
other than capitalized interest. Fixed charges include interest expense, including capitalized interest, amortization of debt issuance costs and a
portion of rent expense representative of interest.

S-8
Table of Contents
CERTAIN FINANCIAL DATA
Recent Developments
We achieved a total net production of 118.3 million barrels of oil equivalent ("BOE") for the first quarter of 2015, representing an increase of
9.4% year-over-year, mainly attributable to the production contribution from new projects that commenced production since 2014 offshore China.
For the first quarter of 2015, we made three new discoveries and nine successful appraisal wells in offshore China.
Our unaudited oil and gas sales revenue reached approximately RMB35.54 billion for the first quarter of 2015, representing an decrease of
39.9% year-over-year, mainly due to the sharp decrease of international oil price. During the period, our average realized oil price decreased
49.0% year-over-year to US$53.40 per barrel, which is in line with the trend of international oil price. Our average realized gas price was US$6.68
per thousand cubic feet, representing an increase of 5.5% year-over-year, mainly due to the price hike with certain customers in China and higher
realized gas prices of new gas fields.
For the first quarter of 2015, our capital expenditure for exploration, development and production reached approximately RMB15.94 billion,
mainly because we proactively promote cost control and efficiency enhancement and cut our capital expenditures as a reaction to low oil price
environment.

S-9
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424(B)(2)
Table of Contents
The following table sets forth our net production data for the periods indicated:

Three Months Ended March 31,

2014(1)

2015(1)

Crude Oil & Liquids (mmbbls) China

Bohai

34.8

41.3
Western South China Sea

8.5

8.7
Eastern South China Sea

13.3

16.6
East China Sea

0.2

0.2
Subtotal

56.8

66.9
Overseas

Asia

2.9

4.1
Oceania

0.3

0.1
Africa

7.2

7.5
North America (excluding Canada)

4.0

5.1
Canada

4.9

4.8
South America

2.1

2.2
Europe

9.7

9.0

Subtotal

31.1

32.8

Subtotal (mmbbls)

87.8

99.6

Natural Gas (bcf) China

Bohai

13.0

12.3
Western South China Sea

31.6

27.0
Eastern South China Sea

13.6

16.0
East China Sea

2.7

4.5

Subtotal

60.9

59.8

Overseas

Asia

11.8

11.1
Oceania

6.6

3.7
North America (excluding Canada)

9.7

11.3
Canada

11.7

7.2
South America

12.1

12.6
Europe

5.5

3.5

Subtotal

57.4

49.4

Subtotal (bcf)

118.3

109.2

Total (mm BOE)

108.1

118.3

Note:
(1) Including our interest in equity method investees, which was approximately 4.4 mmboe for the first quarter of 2015 and 4.2 mmboe for the first
quarter of 2014.

S-10
Table of Contents
The following table sets forth our unaudited revenue and capital expenditure for the periods indicated:

Three Months Ended March 31,

2014

2015

RMB

US$(1)
RMB

US$(1)

(in millions)

Sales Revenue

Crude oil and liquids
55,051 9,000 31,578 5,144
Natural gas

4,102
671 3,961
645
Marketing revenue, net

560
92
459
75
Others

745
122
721
117

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