Obligation CNPOC 4.375% ( US12634MAE03 ) en USD

CNPOC

100 % ▲

Chine

US12634MAE03 ( en USD )

4.375% par an ( paiement semestriel )

01/05/2028

Prospectus brochure de l'obligation CNOOC US12634MAE03 en USD 4.375%, échéance 01/05/2028

200 000 USD

1 000 000 000 USD

12634MAE0

A+ ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

02/05/2026 ( Dans 138 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 US12634MAE03, paye un coupon de 4.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/05/2028

L'Obligation émise par CNPOC ( Chine ) , en USD, avec le code ISIN US12634MAE03, 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 US12634MAE03, a été notée A+ ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
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)
4.375% Guaranteed Notes due 2028
US$1,000,000,000
99.591%
US$995,910,000
US$123,990.79
3.750% Guaranteed Notes due 2023
US$450,000,000
99.392%
US$447,264,000
US$55,684.37

(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. 333-224357
Registration No. 333-224357-01

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED APRIL 20, 2018

CNOOC FINANCE (2015) U.S.A. LLC
(formed in the State of Delaware)
US$1,000,000,000 4.375% Guaranteed Notes due 2028
US$450,000,000 3.750% Guaranteed Notes due 2023
unconditionally and irrevocably guaranteed by
CNOOC Limited
(incorporated with limited liability in Hong Kong)

The 4.375% Guaranteed Notes due 2028 (the "2028 Notes") and the 3.750% Guaranteed Notes due 2023 (the "2023 Notes") will be issued in initial aggregate principal
amounts of US$1,000,000,000 and US$450,000,000, respectively, by CNOOC Finance (2015) U.S.A. LLC (the "Issuer"). The 2028 Notes and the 2023 Notes are referred to
collectively in this prospectus supplement as the "Notes." The Notes will be the direct, unconditional, unsubordinated and unsecured 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 2028 Notes will bear interest from May 2, 2018 at the rate set forth above, payable semi-annually in arrears on May 2 and November 2 of each year, commencing
November 2, 2018. The 2023 Notes will bear interest from May 2, 2018 at the rate set forth above, payable semi-annually in arrears on May 2 and November 2 of each year,
commencing November 2, 2018.
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 or the Issuer'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-11.
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 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 2028 Note

99.591%

0.2%

99.391%
Total

US$
995,910,000
US$
2,000,000
US$
993,910,000
Per 2023 Note

99.392%

0.2%

99.192%
Total

US$
447,264,000
US$
900,000
US$
446,364,000

Note:
(1)
Plus accrued interest, if any, from May 2, 2018.

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In connection with this offering, a limited numbers of investors are expected to purchase a significant percentage of the Notes, including one investor who is expected to
purchase 22.0% of the aggregate principal amount of the 2023 Notes and another investor who is expected to purchase 38.0% of the aggregate principal amount of the 2028 Notes,
each at the initial public offering price and on the same terms as the other Notes. In addition, affiliates of Bank of China Limited, one of the underwriters in the offering, are in
aggregate expected to purchase approximately 20.4% of the aggregate principal amount of the 2023 Notes and approximately 7.6% of the aggregate principal amount of the 2028
Notes. See "Underwriting (Conflicts of Interest)."
Application will be made to The Stock Exchange of Hong Kong Limited (SEHK) for the listing of the 2028 Notes and the 2023 Notes by way of debt issues to professional
investors (as defined in Chapter 37 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and in the Securities and Futures Ordinance
(Cap. 571) of Hong Kong) (together, "Professional Investors") only. This document is for distribution to Professional Investors only. Investors should not purchase the 2028
Notes or the 2023 Notes in the primary or secondary markets unless they are Professional Investors and understand the risks involved. The 2028 Notes and the 2023
Notes are only suitable for Professional Investors.
SEHK has not reviewed the contents of this document, other than to ensure that the prescribed form disclaimer and responsibility statements, and a statement
limiting distribution of this document to Professional Investors only have been reproduced in this document. Listing of the 2028 Notes and the 2023 Notes on SEHK is not
to be taken as an indication of the commercial merits or credit quality of the 2028 Notes and the 2023 Notes or the issuer and guarantor, or quality of disclosure in this
document. Hong Kong Exchanges and Clearing Limited and SEHK take no responsibility for the contents of this document, make no representation as to its accuracy or
completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this document.
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
SA/NV and Clearstream Banking S.A. on or about May 2, 2018, 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. See "Underwriting (Conflicts of Interest)."

Joint Global Coordinators, Joint Lead Managers and Joint Bookrunners
(in alphabetical order)

Bank of China

Citigroup

Credit Suisse

Goldman Sachs (Asia) L.L.C.

HSBC

J.P. Morgan
Joint Bookrunners
(in alphabetical order)

ICBC International

Mizuho Securities

Natixis

Société Générale Corporate & Investment Banking
The date of this prospectus supplement is April 25, 2018
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.
No advertisement, invitation or document relating to the Notes, which is directed at, or the contents of which are likely to be accessed or
read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) has been issued or had in possession for the
purposes of issue or will be issued or had in possession for the purposes of issue, whether in Hong Kong or elsewhere, other than with respect to
Notes which are or are intended to be disposed of only to persons outside of Hong Kong or only to "professional investors" as defined in the
Securities and Futures Ordinance and any rules made under that Ordinance.
PRIIPs Regulation / Prohibition of Sales to EEA Retail Investors
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a
retail client as defined in point (11) of Article 4(1) of MiFID II (as defined herein); (ii) a customer within the meaning of Directive 2002/92/EC,
where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key
information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making
them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to
any retail investor in the EEA may be unlawful under the PRIIPS Regulation.
Table of Contents
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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 (Conflicts of Interest)
S-27
Legal Matters
S-33
Experts
S-33
Where You Can Find More Information About Us
S-34
Incorporation of Documents by Reference
S-34
Prospectus

Page
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

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.
This document includes 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 the Issuer and the Guarantor. The Issuer and the Guarantor accept full
responsibility for the accuracy of the information contained in this document and confirms, having made all reasonable enquiries, that to the best
of its knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

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 20, 2018. The accompanying prospectus contains a description of our debt securities and gives more general information, some of
which may not apply to this offering.
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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) U.S.A. LLC (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.
There has been no material adverse change in the financial or trading position of the Company since December 31, 2017, 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,
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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 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 2017, we had net proved reserves of approximately 4.84 billion BOE including approximately 2.54 billion barrels of crude oil
and 8,250 bcf of natural gas. In 2017, we had an average daily production of approximately 1,064,986 barrels of crude oil and approximately 1,300.6
mmcf of natural gas, representing a total net oil and gas production of 1.29 million BOE per day, including approximately 47,355 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 RMB171.4 billion, RMB146.5 billion and RMB186.4 billion in 2015, 2016 and 2017, respectively. Our profit for the
year was RMB20.2 billion, RMB0.6 billion and RMB24.7 billion in 2015, 2016 and 2017, 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 ISSUER
CNOOC Finance (2015) U.S.A. LLC is our indirect 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 251 Little Falls Drive, Wilmington, Delaware, U.S.A. 19808. Its telephone number is 302-636-5400.
CNOOC Finance (2015) U.S.A. LLC is treated as a disregarded entity for U.S. federal income tax purposes.
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S-1
Table of Contents
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 (2015) U.S.A. LLC (the "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$1,000,000,000 aggregate principal amount of 4.375% guaranteed notes due 2028, and

US$450,000,000 aggregate principal amount of 3.750% guaranteed notes due 2023

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

Issue Price
2028 Notes: 99.591% of principal amount, plus accrued interest, if any, from May 2, 2018, to
the issue date.

2023 Notes: 99.392% of principal amount, plus accrued interest, if any, from May 2, 2018, to

the issue date.

Maturity Date
2028 Notes: May 2, 2028.

2023 Notes: May 2, 2023.

Interest Payment Dates
May 2 and November 2, commencing November 2, 2018.

Interest
The 2028 Notes will bear interest from May 2, 2018 at the rate of 4.375% per annum,
payable semi-annually in arrears from November 2, 2018.

The 2023 Notes will bear interest from May 2, 2018 at the rate of 3.750% per annum,

payable semi-annually in arrears from November 2, 2018.

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

Further Issues
The 2028 Notes and the 2023 Notes will be issued in initial aggregate principal amounts of
US$1,000,000,000 and US$450,000,000,

S-2
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Table of Contents
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, unconditional, unsubordinated and unsecured 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, 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 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 United States, Hong Kong or PRC taxes are required to be withheld 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 or the Issuer'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.

S-3
Table of Contents
Optional Tax Redemption
The Notes may be redeemed at the option of the Issuer, in 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 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
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estimated offering expenses payable by the Issuer and us, will be approximately US$1,437.5
million. The Issuer will loan the proceeds of this offering to us or a company controlled by
us. The proceeds will be used in part to repay all or part of certain outstanding borrowings of
our wholly- owned subsidiary Nexen Energy Capital Management U.S.A. Inc. The remaining
proceeds from this offering, if any, will be used for general corporate purposes. 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"). Investors may elect to hold the interests in the global notes through any of DTC,
Clearstream Banking, S.A. ("Clearstream, Luxembourg") or Euroclear Bank SA/NV
("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.

S-4
Table of Contents
Conflicts of Interest
Because Citigroup Global Markets Inc. and J.P. Morgan Securities LLC 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 the listing of, and permission to deal in the Notes on the
HKSE.

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

S-5
Table of Contents
Ratio of Earnings to Fixed Charges
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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 IASB").

Year Ended December 31,

2013
2014
2015
2016
2017
Ratio of Earnings to Fixed Charges
22.87 20.14 4.01 0.05 7.41
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.

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CERTAIN FINANCIAL DATA
Recent Developments
We achieved a total net production of 120.1 million barrels of oil equivalent ("BOE") for the first quarter of 2018, representing an increase of 0.8%
year-over-year.
For the first quarter of 2018, we made six new discoveries and drilled fifteen successful appraisal wells in offshore China.
Our unaudited oil and gas sales revenue reached approximately RMB42.54 billion for the first quarter of 2018, representing an increase of 10.8%
year-over-year, mainly due to the significant increase in international oil prices. During the period, our average realized oil price increased by 23.0% year-
over-year to US$63.50 per barrel, which is in line with the international oil prices trend. Our average realized gas price was US$6.47 per thousand cubic
feet, representing an increase of 7.8% year-over-year, mainly due to the increased gas production of high price gas fields.
For the first quarter of 2018, our capital expenditure for exploration, development and production reached approximately RMB9.66 billion.

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The following table sets forth our net production data for the periods indicated:

Three Months Ended March 31,

2017(1)
2018(1)
Crude Oil & Liquids (mmbbls) China

Bohai

40.5

38.8
Western South China Sea

9.3

9.5
Eastern South China Sea

17.5

16.7
East China Sea

0.4

0.4
Others

--

--

Subtotal

67.7

65.5
Overseas

Asia (excluding China)

4.6

6.2
Oceania

0.2

0.3
Africa

7.2

5.9
North America (excluding Canada)

4.2

4.5
Canada

4.9

5.8
South America

2.0

2.6
Europe

9.4

7.9

Subtotal

32.4

33.1

Subtotal (mmbbls)

100.2

98.6

Natural Gas (bcf) China

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Bohai

13.6

15.0
Western South China Sea

25.7

24.6
Eastern South China Sea

18.8

26.8
East China Sea

5.6

5.3
Others

--

0.2

Subtotal

63.7

71.9

Overseas

Asia (excluding China)

12.8

14.1
Oceania

4.3

6.8
Africa

--

--
North America (excluding Canada)

11.0

11.9
Canada

4.0

3.5
South America

12.3

15.2
Europe

2.5

2.3

Subtotal

46.9

53.8

Subtotal (bcf)

110.6

125.7

Total (mm BOE)

119.1

120.1

Note:
(1) Including our interest in equity method investees, which was approximately 5.2 mmboe for the first quarter of 2018 and 4.2 mmboe for the first quarter of 2017.

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The following table sets forth our unaudited revenue and capital expenditure for the periods indicated:

Three Months Ended March 31,

2017

2018

RMB

US$(1)
RMB

US$(1)

(in millions)

Sales Revenue

Crude oil and liquids
34,354 4,990 38,001 5,977
Natural gas

4,039
587
4,535
713
Marketing revenue, net

228
33
341
54
Others

1,857
270
1,798
283

Total
40,478 5,880 44,675 7,027

Capital Expenditures

Exploration

2,101
305
1,901
299
Development

5,599
813
5,963
938
Production

962
140
1,775
279
Others

7
1
16
3

Total

8,669 1,259
9,655 1,519

Note:
(1)
An exchange rate of US$1 = RMB6.3582 has been used for the first quarter of 2018, and an exchange rate of US$1 = RMB6.8843 has been used for
the first quarter of 2017, where applicable. The usage of these exchange rates is for illustration only and does not constitute a representation that any
amount has been, could have been or may be exchanged or converted at the above rates or at any other rate at all.
Non-GAAP Financial Measures
We use adjusted EBITDA to provide additional information regarding our operating performance. Adjusted EBITDA refers to our profit from
operating activities before the following items: (i) depreciation, depletion and amortization and (ii) impairment and provision.
Adjusted EBITDA is not a standard measure under International Financial Reporting Standards ("IFRS"), Hong Kong Financial Reporting Standards
("HKFRS") or generally accepted accounting principles in the United States ("U.S. GAAP"). As the oil and gas industry is capital intensive, capital
expenditure requirements may have a significant impact on the operating revenues of companies with similar operating results. Therefore, we believe the
investor community commonly uses this type of financial measure to assess the operating performance of companies in our market sector.
As a measure of our operating performance, we believe that the most directly comparable IFRS and HKFRS measure to adjusted EBITDA is profit
from operating activities. We operate in a capital-intensive industry. We use adjusted EBITDA in addition to profit from operating activities because profit
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