Form 20-F X Form 40-F ___
|
Yes ___ No X
|
CNOOC Limited
|
||||
By:
|
/s/ Hua Zhong
|
|||
Name:
|
Hua Zhong
|
|||
Title:
|
Joint Company Secretary
|
Exhibit No.
|
Description
|
Exhibit 99.1
|
Announcement dated September 5, 2014, entitled “2014 Interim Report”.
|
Exhibit 99.2
|
Announcement dated September 5, 2014, entitled “Notification Letter and Request Form for Non-Registered Holders”.
|
2
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CHAIRMAN’S STATEMENT
|
4
|
CEO’S STATEMENT
|
6
|
KEY FIGURES
|
7
|
BUSINESS OVERVIEW
|
10
|
INTERIM CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
|
12
|
INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
|
14
|
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
|
15
|
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
|
16
|
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
48
|
REPORT ON REVIEW OF INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
49
|
OTHER INFORMATION
|
WANG Yilin
|
|
Chairman
|
LI Fanrong
|
|
Chief Executive Officer
|
Six months ended 30 June
|
||||||||
2014
|
2013
|
|||||||
Net profit, million RMB
|
33,593 | 34,383 | ||||||
Basic earnings per share, RMB
|
0.75 | 0.77 | ||||||
Total oil and gas sales, million RMB
|
117,095 | 110,799 | ||||||
Total revenue, million RMB
|
138,800 | 139,027 | ||||||
Interim dividend per share, HK$ (tax inclusive)
|
0.25 | 0.25 | ||||||
Net Production*
|
||||||||
Crude and liquids, million barrels
|
171.3 | 161.2 | ||||||
Natural gas, billion cubic feet
|
233.9 | 214.4 | ||||||
Total, million BOE
|
211.6 | 198.1 |
*
|
Including our interest in equity-accounted investees, which is approximately 8.5 million BOE for the first half of 2014 and approximately 8.0 million BOE for the first half of 2013.
|
Wildcat
|
Appraisal Wells | |||||||||||||||
Success +
|
Success +
|
|||||||||||||||
Exploration Wells
|
Completed
|
Uncertain
|
Completed
|
Uncertain
|
||||||||||||
Offshore China (Independent)
|
31 | 8+8 | 30 | 20+2 | ||||||||||||
Offshore China (PSC)
|
1 | 0+1 | 0 | 0+0 | ||||||||||||
Overseas
|
7 | 3+0 | 4 | 3+0 | ||||||||||||
Seismic Data
|
2D (km)
|
3D (km2)
|
||||||
Independent
|
12,356 | 14,382 | ||||||
PSC
|
0 | 4,587 | ||||||
Total
|
12,356 | 18,969 |
First half of 2014
|
First half of 2013
|
|||||||||||||||
Crude and
|
Natural
|
Crude and
|
Natural
|
|||||||||||||
Liquids
|
gas
|
Liquids
|
gas
|
|||||||||||||
(million
|
(million
|
|||||||||||||||
barrels)
|
(bcf)
|
barrels)
|
(bcf)
|
|||||||||||||
China
|
||||||||||||||||
Bohai
|
70.1 | 25.7 | 72.3 | 23.7 | ||||||||||||
Western South China Sea
|
15.0 | 63.6 | 12.7 | 60.2 | ||||||||||||
Eastern South China Sea
|
25.9 | 22.8 | 27.3 | 26.6 | ||||||||||||
East China Sea
|
0.3 | 4.9 | 0.2 | 5.5 | ||||||||||||
Subtotal
|
111.4 | 116.9 | 112.5 | 116.0 | ||||||||||||
Overseas
|
||||||||||||||||
Asia (excluding China)
|
5.9 | 24.7 | 5.0 | 22.7 | ||||||||||||
Oceania
|
0.7 | 17.3 | 0.7 | 15.5 | ||||||||||||
Africa
|
13.6 | – | 13.0 | – | ||||||||||||
North America (excluding Canada)
|
8.3 | 17.9 | 6.8 | 18.2 | ||||||||||||
Canada
|
8.6 | 22.5 | 6.0 | 14.4 | ||||||||||||
South America
|
4.2 | 24.0 | 4.1 | 23.0 | ||||||||||||
Europe
|
18.5 | 10.6 | 13.1 | 4.6 | ||||||||||||
Subtotal
|
59.9 | 117.0 | 48.6 | 98.4 | ||||||||||||
Total
|
171.3 | 233.9 | 161.2 | 214.4 | ||||||||||||
Total net production (million BOE)
|
211.6 | 198.1 |
Six months ended 30 June | |||||||||||
Notes
|
2014
|
2013
|
|||||||||
(Unaudited)
|
(Unaudited)
|
||||||||||
REVENUE
|
|||||||||||
Oil and gas sales
|
3 | 117,095 | 110,799 | ||||||||
Marketing revenues
|
3 | 19,673 | 26,586 | ||||||||
Other income
|
2,032 | 1,642 | |||||||||
138,800 | 139,027 | ||||||||||
EXPENSES
|
|||||||||||
Operating expenses
|
(14,685 | ) | (13,060 | ) | |||||||
Taxes other than income tax
|
6(ii)
|
(7,793 | ) | (7,486 | ) | ||||||
Exploration expenses
|
(4,742 | ) | (4,360 | ) | |||||||
Depreciation, depletion and amortisation
|
(27,966 | ) | (26,440 | ) | |||||||
Special oil gain levy
|
4 | (11,971 | ) | (11,871 | ) | ||||||
Crude oil and product purchases
|
3 | (18,481 | ) | (25,614 | ) | ||||||
Selling and administrative expenses
|
(3,424 | ) | (3,276 | ) | |||||||
Others
|
(1,289 | ) | (1,284 | ) | |||||||
(90,351 | ) | (93,391 | ) | ||||||||
PROFIT FROM OPERATING ACTIVITIES
|
48,449 | 45,636 | |||||||||
Interest income
|
577 | 556 | |||||||||
Finance costs
|
5 | (2,302 | ) | (1,461 | ) | ||||||
Exchange (loss)/gain, net
|
(163 | ) | 787 | ||||||||
Investment income
|
1,253 | 1,224 | |||||||||
Share of profits of associates
|
85 | 116 | |||||||||
Share of profit of a joint venture
|
533 | 645 | |||||||||
Non-operating income, net
|
215 | 264 | |||||||||
PROFIT BEFORE TAX
|
48,647 | 47,767 | |||||||||
Income tax expense
|
6(i) | (15,054 | ) | (13,384 | ) | ||||||
PROFIT FOR THE PERIOD ATTRIBUTABLE
|
|||||||||||
TO OWNERS OF THE PARENT
|
33,593 | 34,383 |
Six months ended 30 June | |||||||||||
Notes
|
2014
|
2013
|
|||||||||
(Unaudited)
|
(Unaudited)
|
||||||||||
OTHER COMPREHENSIVE INCOME/(EXPENSE)
|
|||||||||||
Items that may be subsequently
|
|||||||||||
reclassified to profit or loss:
|
|||||||||||
Net gain/(loss) on available-for-sale financial assets,
|
|||||||||||
net of tax
|
8 | 1,358 | (681 | ) | |||||||
Exchange differences on translation
|
|||||||||||
of foreign operations
|
1,261 | (2,467 | ) | ||||||||
Share of other comprehensive income/(expense)
|
|||||||||||
of associates
|
3 | (30 | ) | ||||||||
OTHER COMPREHENSIVE INCOME/(EXPENSE)
|
|||||||||||
FOR THE PERIOD, NET OF TAX
|
2,622 | (3,178 | ) | ||||||||
TOTAL COMPREHENSIVE INCOME
|
|||||||||||
FOR THE PERIOD ATTRIBUTABLE TO
|
|||||||||||
OWNERS OF THE PARENT
|
36,215 | 31,205 | |||||||||
EARNINGS PER SHARE FOR THE PERIOD
|
|||||||||||
ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS
|
|||||||||||
OF THE PARENT
|
|||||||||||
Basic (RMB Yuan)
|
7 | 0.75 | 0.77 | ||||||||
Diluted (RMB Yuan)
|
7 | 0.75 | 0.77 |
30 June
|
31 December
|
||||||||||
Notes
|
2014
|
2013
|
|||||||||
(Unaudited)
|
(Audited)
|
||||||||||
NON-CURRENT ASSETS
|
|||||||||||
Property, plant and equipment
|
9 | 437,914 | 419,102 | ||||||||
Intangible assets
|
10 | 16,786 | 17,000 | ||||||||
Investments in associates
|
4,038 | 4,094 | |||||||||
Investment in a joint venture
|
21,025 | 20,303 | |||||||||
Available-for-sale financial assets
|
20 | 8,648 | 6,798 | ||||||||
Deferred tax assets
|
2,344 | 2,729 | |||||||||
Other non-current assets
|
5,525 | 4,895 | |||||||||
Total non-current assets
|
496,280 | 474,921 | |||||||||
CURRENT ASSETS
|
|||||||||||
Inventories and supplies
|
10,179 | 9,153 | |||||||||
Trade receivables
|
11 | 35,041 | 34,136 | ||||||||
Derivative financial assets
|
20 | 493 | 329 | ||||||||
Available-for-sale financial assets
|
20 | 59,654 | 51,103 | ||||||||
Other current assets
|
14,928 | 11,295 | |||||||||
Time deposits with maturity over three months
|
21,078 | 26,218 | |||||||||
Cash and cash equivalents
|
25,559 | 14,318 | |||||||||
Total current assets
|
166,932 | 146,552 | |||||||||
CURRENT LIABILITIES
|
|||||||||||
Loans and borrowings
|
13 | 27,702 | 49,841 | ||||||||
Trade and accrued payables
|
12 | 49,970 | 48,558 | ||||||||
Derivative financial liabilities
|
20 | 292 | 220 | ||||||||
Other payables and accrued liabilities
|
27,534 | 16,914 | |||||||||
Taxes payable
|
15,267 | 13,415 | |||||||||
Total current liabilities
|
120,765 | 128,948 | |||||||||
NET CURRENT ASSETS
|
46,167 | 17,604 | |||||||||
TOTAL ASSETS LESS CURRENT LIABILITIES
|
542,447 | 492,525 |
30 June
|
31 December
|
||||||||||
Notes
|
2014
|
2013
|
|||||||||
(Unaudited)
|
(Audited)
|
||||||||||
NON-CURRENT LIABILITIES
|
|||||||||||
Loans and borrowings
|
13 | 106,136 | 82,011 | ||||||||
Provision for dismantlement
|
43,608 | 41,146 | |||||||||
Deferred tax liabilities
|
23,859 | 25,362 | |||||||||
Other non-current liabilities
|
2,349 | 2,386 | |||||||||
Total non-current liabilities
|
175,952 | 150,905 | |||||||||
NET ASSETS
|
366,495 | 341,620 | |||||||||
EQUITY
|
|||||||||||
Equity attributable to owners of the parent
|
|||||||||||
Issued capital
|
14 | 43,081 | 949 | ||||||||
Reserves
|
323,414 | 340,671 | |||||||||
TOTAL EQUITY
|
366,495 | 341,620 |
Equity attributable to owners of the parent
|
||||||||||||||||||||||||||||||||
Issued
capital
|
Share
premium
and capital
redemption
reserve
|
Cumulative
translation
reserve
|
Statutory
and non–
distributive
reserves
|
Other
reserves
|
Retained
earnings
|
Proposed
final
dividend
|
Total
|
|||||||||||||||||||||||||
Balances at 1 January 2013
|
949 | 42,129 | (17,229 | ) | 20,000 | 9,225 | 243,143 | 11,563 | 309,780 | |||||||||||||||||||||||
Profit for the period
|
– | – | – | – | – | 34,383 | – | 34,383 | ||||||||||||||||||||||||
Other comprehensive expense,
|
||||||||||||||||||||||||||||||||
net of tax
|
– | – | (2,467 | ) | – | (711 | ) | – | – | (3,178 | ) | |||||||||||||||||||||
Total comprehensive
|
||||||||||||||||||||||||||||||||
(expense)/income
|
– | – | (2,467 | ) | – | (711 | ) | 34,383 | – | 31,205 | ||||||||||||||||||||||
2012 final dividend
|
– | – | – | – | – | 183 | (11,563 | ) | (11,380 | ) | ||||||||||||||||||||||
Equity-settled share option
|
||||||||||||||||||||||||||||||||
expenses
|
– | – | – | – | 11 | – | – | 11 | ||||||||||||||||||||||||
Balances at 30 June 2013
|
||||||||||||||||||||||||||||||||
(Unaudited)
|
949 | 42,129 | (19,696 | ) | 20,000 | 8,525 | 277,709 | – | 329,616 | |||||||||||||||||||||||
Balances at 1 January 2014
|
949 | 42,132 | (21,372 | ) | 20,000 | 8,974 | 279,668 | 11,269 | 341,620 | |||||||||||||||||||||||
Profit for the period
|
– | – | – | – | – | 33,593 | – | 33,593 | ||||||||||||||||||||||||
Other comprehensive income,
|
||||||||||||||||||||||||||||||||
net of tax
|
– | – | 1,261 | – | 1,361 | – | – | 2,622 | ||||||||||||||||||||||||
Total comprehensive income
|
– | – | 1,261 | – | 1,361 | 33,593 | – | 36,215 | ||||||||||||||||||||||||
Transfer upon abolition of
|
||||||||||||||||||||||||||||||||
par value under the Hong Kong
|
||||||||||||||||||||||||||||||||
Companies Ordinance *
|
42,132 | (42,132 | ) | – | – | – | – | – | – | |||||||||||||||||||||||
2013 final dividend
|
– | – | – | – | – | (71 | ) | (11,269 | ) | (11,340 | ) | |||||||||||||||||||||
Balances at 30 June 2014
|
||||||||||||||||||||||||||||||||
(Unaudited)
|
43,081 | – | (20,111 | ) | 20,000 | 10,335 | 313,190 | – | 366,495 |
*
|
The Hong Kong Companies Ordinance (Chapter 622), becoming effective on 3 March 2014, abolishes the concept of nominal value and requirements for authorised share capital.
|
Six months ended 30 June
|
||||||||
2014
|
2013
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
Net cash generated from operating activities
|
55,829 | 52,602 | ||||||
Net cash used in investing activities
|
(43,890 | ) | (124,114 | ) | ||||
Net cash (used in)/generated from financing activities
|
(775 | ) | 38,093 | |||||
Net increase/(decrease) in cash and cash equivalents
|
11,164 | (33,419 | ) | |||||
Cash and cash equivalents at beginning of period
|
14,318 | 55,024 | ||||||
Effect of foreign exchange rate changes, net
|
77 | (107 | ) | |||||
Cash and cash equivalents at end of period
|
25,559 | 21,498 |
1.
|
ORGANISATION AND PRINCIPAL ACTIVITIES
|
Name of entity
|
Place of
establishment
|
Nominal value of
ordinary shares
issued and paid-up/
registered capital
|
Percentage of
equity attributable to the Group
|
Principal activities
|
Directly held subsidiaries:
|
||||
CNOOC China Limited
|
Tianjin, PRC
|
RMB20 billion
|
100%
|
Offshore petroleum exploration, development, production and sales, and shale gas exploration in the PRC
|
China Offshore Oil (Singapore) International Pte Ltd
|
Singapore
|
SG$3 million
|
100%
|
Sales and marketing of petroleum products outside the PRC
|
CNOOC International Limited
|
British Virgin Islands
|
US$20,000,000,002
|
100%
|
Investment holding
|
CNOOC Finance (2003) Limited
|
British Virgin Islands
|
US$1,000
|
100%
|
Bond issuance
|
CNOOC Finance (2011) Limited
|
British Virgin Islands
|
US$1,000
|
100%
|
Bond issuance
|
Name of entity
|
Place of
establishment
|
Nominal value of
ordinary shares
issued and paid-up/
registered capital
|
Percentage of
equity attributable to the Group
|
Principal activities
|
Directly held subsidiaries (continued):
|
||||
CNOOC Finance (2012) Limited
|
British Virgin Islands
|
US$1,000
|
100%
|
Bond issuance
|
CNOOC Finance (2013) Limited
|
British Virgin Islands
|
US$1,000
|
100%
|
Bond issuance
|
Indirectly held subsidiaries*:
|
||||
CNOOC Deepwater Development Limited
|
Zhuhai, PRC
|
RMB8.5 billion
|
100%
|
Deepwater and low-grade oil and gas fields exploitation in the PRC and exploration, development, production and sales of oil and gas in the oil and gas fields of South China Sea
|
CNOOC Southeast Asia Limited
|
Bermuda
|
US$12,000
|
100%
|
Investment holding
|
CNOOC SES Ltd.
|
Malaysia
|
US$1
|
100%
|
Petroleum exploration, development and production in Indonesia
|
CNOOC Muturi Limited
|
Isle of Man
|
US$7,780,770
|
100%
|
Petroleum exploration, development and production in Indonesia
|
CNOOC NWS Private Limited
|
Singapore
|
SG$2
|
100%
|
Offshore petroleum exploration, development and production in Australia
|
CNOOC Exploration & Production Nigeria Limited
|
Nigeria
|
NGN10 million
|
100%
|
Petroleum exploration, development and production in Africa
|
Name of entity
|
Place of
establishment
|
Nominal value of
ordinary shares
issued and paid-up/
registered capital
|
Percentage of
equity attributable to the Group
|
Principal activities
|
Indirectly held subsidiaries* (continued):
|
||||
CNOOC Iraq Limited
|
British Virgin Islands
|
US$1
|
100%
|
Providing services of petroleum exploration and development in the Republic of Iraq
|
CNOOC Canada Inc.
|
Canada
|
281,749,526 common shares with no par value
|
100%
|
Oil sands exploration, development and production in Canada
|
CNOOC Uganda Ltd
|
Uganda
|
1 million Uganda
Shilling
|
100%
|
Petroleum exploration, development and production in Africa
|
Nexen Energy ULC
|
Canada
|
13,671,421,700 common shares
with no par value
|
100%
|
Petroleum exploration, development and production in Canada
|
Nexen Petroleum U.K. Limited
|
England and Wales
|
GBP98,009,131
|
100%
|
Petroleum exploration, development and production in the UK
|
Nexen Petroleum Nigeria Limited
|
Nigeria
|
NGN30 million
|
100%
|
Petroleum exploration, development and production in Nigeria
|
OOGC America LLC
|
USA
|
N/A
|
100%
|
Petroleum exploration, development and production in the USA
|
Nexen Petroleum Offshore U.S.A. Inc.
|
USA
|
US$15,830
|
100%
|
Petroleum exploration, development and production in the USA
|
Nexen Marketing
|
Canada
|
N/A
|
100%
|
Sales and marketing of oil and gas products in Canada
|
Nexen Oil Sands Partnership
|
Canada
|
N/A
|
100%
|
Petroleum exploration, development and production in Canada
|
Name of entity
|
Place of
establishment
|
Nominal value of
ordinary shares
issued and paid-up/
registered capital
|
Percentage of
equity attributable to the Group
|
Principal activities
|
Indirectly held subsidiaries* (continued):
|
||||
CNOOC Petroleum Brasil LTDA
|
Brazil
|
R$1,646,000,000
|
100%
|
Petroleum exploration, development and production in Brazil
|
CNOOC Nexen Finance (2014) ULC**
|
Canada
|
100 common shares with no par value
|
100%
|
Bond issuance
|
Joint venture:
|
||||
Bridas Corporation
|
British Virgin Islands
|
US$102,325,582
|
50%
|
Investment holding
|
Associates:
|
||||
Shanghai Petroleum Corporation Limited
|
Shanghai, PRC
|
RMB900 million
|
30%
|
Production, processing and technology consultation of oil, gas and relevant products in the PRC
|
CNOOC Finance Corporation Limited
|
Beijing, PRC
|
RMB4 billion
|
31.8%
|
Provision of deposit, transfer, settlement, loan, discounting and other financing services to CNOOC and its member entities
|
Northern Cross (Yukon) Limited
|
Canada
|
22,691,705 common shares with no par value
|
60%
|
Petroleum exploration, development and production in Canada
|
|
*
|
All subsidiaries are indirectly held through CNOOC International Limited, except CNOOC Deepwater Development Limited which is indirectly held through CNOOC China Limited.
|
|
**
|
CNOOC Nexen Finance (2014) ULC was incorporated on 12 March 2014, for issuing guaranteed notes (note 13).
|
1.
|
ORGANISATION AND PRINCIPAL ACTIVITIES (CONTINUED)
|
2.
|
BASIS OF PREPARATION AND ACCOUNTING POLICIES
|
3.
|
OIL AND GAS SALES AND MARKETING REVENUES
|
3.
|
OIL AND GAS SALES AND MARKETING REVENUES (CONTINUED)
|
4.
|
SPECIAL OIL GAIN LEVY
|
5.
|
FINANCE COSTS
|
6.
|
TAX
|
|
(i)
|
Income tax
|
|
(ii)
|
Other taxes
|
|
–
|
Production taxes at the rate of 5% on independent production and production under production sharing contracts;
|
|
–
|
Resource taxes at the rate of 5% (reduced tax rates may apply to specific products and fields) on the oil and gas sales revenue (excluding production taxes) derived by oil and gas fields under production sharing contracts signed after 1 November 2011 and independent offshore oil and gas fields starting from 1 November 2011, which replaced the royalties for oil and gas fields, except for those under production sharing contracts signed before 1 November 2011 which will be subject to related resource taxes requirement after the expiration of such production sharing contracts;
|
|
–
|
Mineral resource compensation at the temporary rate of 1% (reduced tax rates may apply) on the oil and gas sales revenue derived by oil and gas fields under production sharing contracts signed after 1 November 2011 and independent offshore oil and gas fields starting from 1 November 2011;
|
|
–
|
Export tariffs at the rate of 5% on the export value of petroleum oil;
|
6.
|
TAX (CONTINUED)
|
|
(ii)
|
Other taxes (continued)
|
|
–
|
Business tax at rates of 3% to 5% or value-added tax at the rate of 6% on other income;
|
|
–
|
City construction tax at the rate of 1% or 7% on the actual paid production taxes, business tax and value-added tax;
|
|
–
|
Educational surcharge at the rate of 3% on the actual paid production taxes, business tax and value-added tax; and
|
|
–
|
Local educational surcharge at the rate of 2% on the actual paid production taxes, business tax and value-added tax.
|
7.
|
EARNINGS PER SHARE
|
Six months ended 30 June
|
||||||||
2014
|
2013
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
Earnings:
|
||||||||
Profit for the period attributable to
|
||||||||
ordinary equity holders for the basic and
|
||||||||
diluted earnings per share calculation
|
33,593 | 34,383 | ||||||
Number of shares:
|
||||||||
Weighted average number of ordinary shares for
|
||||||||
the purpose of basic earnings per share
|
44,647,455,984 | 44,646,305,984 | ||||||
Effect of dilutive potential ordinary shares under
|
||||||||
the share option schemes
|
89,768,572 | 139,277,790 | ||||||
Weighted average number of ordinary shares for
|
||||||||
the purpose of diluted earnings per share
|
44,737,224,556 | 44,785,583,774 | ||||||
Earnings per share – Basic (RMB Yuan)
|
0.75 | 0.77 | ||||||
– Diluted (RMB Yuan)
|
0.75 | 0.77 |
8.
|
NET GAIN/(LOSS) ON AVAILABLE-FOR-SALE FINANCIAL ASSETS, NET OF TAX
|
Six months ended 30 June
|
||||||||
2014
|
2013
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
Available-for-sale financial assets:
|
||||||||
Fair value change arising during the period
|
2,610 | 500 | ||||||
Reclassification adjustment for
|
||||||||
net gain included in the investment income
|
(1,253 | ) | (1,224 | ) | ||||
Income tax effect
|
1 | 43 | ||||||
1,358 | (681 | ) |
9.
|
PROPERTY, PLANT AND EQUIPMENT
|
10.
|
INTANGIBLE ASSETS
|
11.
|
TRADE RECEIVABLES
|
12.
|
TRADE AND ACCRUED PAYABLES
|
13.
|
LOANS AND BORROWINGS
|
Effective interest rate
and final maturity
|
30 June
2014
|
31 December
2013
|
|||||||
(Unaudited)
|
(Audited)
|
||||||||
Short-term loans
|
|||||||||
and borrowings
|
|||||||||
– General loan
|
LIBOR+0.5% to 0.85% per annum
|
||||||||
with maturity within one year
|
26,764 | 48,776 | |||||||
26,764 | 48,776 |
Loans and borrowings
|
|||||||||
due within one year
|
|||||||||
– For Tangguh LNG
|
LIBOR+0.23% to 0.38% per annum
|
||||||||
Project**
|
with maturity within one year
|
152 | 1,065 | ||||||
– Notes*
|
786 | – | |||||||
938 | 1,065 | ||||||||
27,702 | 49,841 |
Effective interest rate
and final maturity
|
30 June
2014
|
31 December
2013
|
|||||||
(Unaudited)
|
(Audited)
|
||||||||
For Tangguh LNG
|
LIBOR+0.23% to 0.38% per annum
|
||||||||
Project**
|
with maturity through 2021
|
1,123 | 1,190 | ||||||
Notes*
|
105,013 | 80,821 | |||||||
106,136 | 82,011 |
13.
|
LOANS AND BORROWINGS (CONTINUED)
|
|
*
|
The principal amount of US$300 million of 5.500% guaranteed notes due in 2033 were issued by CNOOC Finance (2003) Limited, a wholly-owned subsidiary of the Company. The obligations of CNOOC Finance (2003) Limited in respect of the notes are unconditionally and irrevocably guaranteed by the Company.
|
13.
|
LOANS AND BORROWINGS (CONTINUED)
|
|
**
|
In connection with the Tangguh LNG Project in Indonesia, the Company delivered a guarantee dated 29 October 2007 in favor of Mizuho Corporate Bank, Ltd., which acts as the facility agent for and on behalf of various international commercial banks under a US$884 million commercial loan agreement dated 29 October 2007. The Company guarantees the payment obligations of the trustee borrower under the subject loan agreement and is subject to a maximum cap of approximately US$164,888,000. Together with the loan agreement dated 31 July 2006 with a maximum cap of approximately US$487,862,000, the total maximum guarantee cap is US$652,750,000. With the prepayment of portion of bank loans on 31 January 2014, the total maximum guarantee cap of the Company decreased to approximately US$164,888,000.
|
14.
|
ISSUED CAPITAL
|
Shares
|
Number
of shares
|
Share
capital
HK$ million
|
Issued
share capital
equivalent of
RMB million
|
|||||||||
Authorised:
|
||||||||||||
Ordinary shares of HK$0.02 each
|
||||||||||||
as at 31 December 2013
|
75,000,000,000 | 1,500 | ||||||||||
Ordinary shares with no par value
|
||||||||||||
as at 30 June 2014
|
75,000,000,000 | N/A | * | |||||||||
Issued and fully paid:
|
||||||||||||
Ordinary shares of HK$0.02 each as
|
||||||||||||
at 1 January 2013
|
44,646,305,984 | 893 | 949 | |||||||||
Exercise of share options
|
1,150,000 | – | – | |||||||||
As at 31 December 2013 (audited)
|
44,647,455,984 | 893 | 949 | |||||||||
Transfer from share premium and
|
||||||||||||
capital redemption reserve upon
|
||||||||||||
abolition of par value
|
– | 40,436 | 42,132 | |||||||||
As at 30 June 2014 (unaudited)
|
44,647,455,984 | 41,329 | 43,081 |
|
*
|
The Hong Kong Companies Ordinance (Chapter 622), becoming effective on 3 March 2014, abolishes the concept of nominal value and requirements for authorised share capital.
|
15.
|
DIVIDENDS
|
16.
|
SHARE OPTION SCHEMES
|
|
(i)
|
Pre-Global Offering Share Option Scheme (expired in 2011);
|
|
(ii)
|
2001 Share Option Scheme (expired in 2011);
|
|
(iii)
|
2002 Share Option Scheme (as defined in the “Other Information” section); and
|
|
(iv)
|
2005 Share Option Scheme (as defined in the “Other Information” section).
|
16.
|
SHARE OPTION SCHEMES (CONTINUED)
|
Number of
share options
|
Weighted
average
exercise
price
HK$
|
|||||||
Outstanding as at 1 January 2014
|
383,178,934 | 9.75 | ||||||
Forfeited during the period
|
(36,853,934 | ) | 9.77 | |||||
Expired during the period
|
(20,550,000 | ) | 3.15 | |||||
Outstanding as at 30 June 2014
|
325,775,000 | 10.17 | ||||||
Exercisable as at 30 June 2014
|
325,775,000 | 10.17 |
17.
|
RELATED PARTY TRANSACTIONS
|
|
(1)
|
Provision of exploration, oil and gas development, oil and gas production as well as marketing, management and ancillary services by the CNOOC Group to the Group:
|
a)
|
Provision of exploration and support services
|
|
b)
|
Provision of oil and gas development and support services
|
|
c)
|
Provision of oil and gas production and support services
|
|
d)
|
Provision of marketing, management and ancillary services
|
|
e)
|
FPSO vessel leases
|
|
(2)
|
Provision of management, technical, facilities and ancillary services, including the supply of materials by the Group to the CNOOC Group; and
|
|
(3)
|
Sales of petroleum and natural gas products by the Group to the CNOOC Group:
|
|
a)
|
Sales of petroleum and natural gas products (other than long-term sales of natural gas and liquefied natural gas)
|
|
b)
|
Long-term sales of natural gas and liquefied natural gas
|
17.
|
RELATED PARTY TRANSACTIONS (CONTINUED)
|
|
(i)
|
state-prescribed prices; or
|
|
(ii)
|
where there is no state-prescribed price, market prices, including the local, national or international market prices; or
|
|
(iii)
|
when neither (i) nor (ii) is applicable, the costs of the CNOOC Group or the Group for providing the relevant service (including the cost of sourcing or purchasing from third parties) plus a margin of not more than 10%, before any applicable taxes.
|
17.
|
RELATED PARTY TRANSACTIONS (CONTINUED)
|
|
(i)
|
Provision of exploration, oil and gas development, oil and gas production as well as marketing, management and ancillary services by CNOOC Group to the Group
|
Six months ended 30 June
|
||||||||
2014
(Unaudited)
|
2013
(Unaudited)
|
|||||||
Provision of exploration and support services
|
5,124 | 3,905 | ||||||
– Inclusive of amount capitalised under property,
|
||||||||
plant and equipment
|
3,213 | 2,613 | ||||||
Provision of oil and gas development
|
||||||||
and support services
|
17,187 | 12,000 | ||||||
Provision of oil and gas production
|
||||||||
and support services (Note a)
|
3,681 | 3,581 | ||||||
Provision of marketing, management
|
||||||||
and ancillary services (Note b)
|
300 | 320 | ||||||
FPSO vessel leases (Note c)
|
586 | 601 | ||||||
26,878 | 20,407 |
|
(ii)
|
Provision of management, technical, facilities and ancillary services, including the supply of materials by the Group to CNOOC Group
|
|
(iii)
|
Sales of petroleum and natural gas products by the Group to CNOOC Group
|
Six months ended 30 June | ||||||||
2014
|
2013
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
Sales of petroleum and natural gas products
|
||||||||
(other than long-term sales of natural gas
|
||||||||
and liquefied natural gas) (Note d)
|
89,337 | 85,835 | ||||||
Long-term sales of natural gas
|
||||||||
and liquefied natural gas (Note e)
|
3,257 | 3,126 | ||||||
92,594 | 88,961 |
17.
|
RELATED PARTY TRANSACTIONS (CONTINUED)
|
|
(iv)
|
Transactions with CNOOC Finance Corporation Limited (“CNOOC Finance”)
|
(a)
|
Interest income received by the Group
|
Six months ended 30 June | ||||||||
2014
|
2013
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
Interest income from deposits
|
||||||||
in CNOOC Finance (Note f)
|
388 | 250 |
(b)
|
Deposits made by the Group
|
30 June
|
31 December
|
|||||||
2014
|
2013
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
Deposits in CNOOC Finance (Note f)
|
21,929 | 18,500 |
|
(v)
|
Balances with CNOOC Group
|
30 June
2014
|
31 December
2013
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
Amount due to CNOOC
|
||||||||
– included in other payables and accrued liabilities
|
7,344 | 622 | ||||||
Amounts due to other related parties
|
||||||||
– included in trade and accrued payables
|
19,219 | 18,090 | ||||||
26,563 | 18,712 | |||||||
Amounts due from other related parties
|
||||||||
– included in trade receivables
|
14,004 | 16,543 | ||||||
– included in other current assets
|
1,325 | 973 | ||||||
15,329 | 17,516 |
17.
|
RELATED PARTY TRANSACTIONS (CONTINUED)
|
|
(vi)
|
Balance with a joint venture
|
30 June
2014
|
31 December
2013
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
Amount due from a joint venture
|
||||||||
– included in other current assets
|
118 | 85 | ||||||
118 | 85 |
(vii)
|
Transactions and balances with other state-owned entities
|
30 June
2014
|
31 December
2013
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
Cash and cash equivalents
|
13,320 | 5,202 | ||||||
Time deposits with financial institutions
|
4,122 | 6,605 | ||||||
Specified dismantlement fund accounts, included
|
||||||||
in other non-current assets
|
3,920 | 2,581 | ||||||
21,362 | 14,388 | |||||||
Short-term bank loans
|
1,846 | 15,547 |
17.
|
RELATED PARTY TRANSACTIONS (CONTINUED)
|
(viii)
|
Key management personnel’s remuneration
|
Six months ended 30 June | ||||||||
2014
|
2013
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
Short-term employee benefits
|
9 | 9 | ||||||
Pension scheme contributions
|
– | – | ||||||
Amount paid/payable during the period
|
9 | 9 | ||||||
Share options*
|
– | 2 | ||||||
9 | 11 |
|
*
|
This item represents the fair value of share options measured according to the Group’s accounting policy. No key management personnel exercised any share option during the six months ended 30 June 2014 or 2013.
|
|
a)
|
These represent the services for production operations, the provision of various facilities and ancillary services, such as provision of different types of materials, medical and employee welfare services, maintenance and repair of major equipment and supply of water, electricity and heat to the Group, some of which may not be available from independent third parties or available on comparable terms.
|
|
b)
|
These include marketing, administration and management, management of oil and gas operations and integrated research services as well as other ancillary services relating to exploration, development, production and research activities of the Group. In addition, CNOOC and/or its associates leased certain premises to the Group for use as office premises and staff quarters out of which they provided management services to certain properties.
|
|
c)
|
CNOOC Energy Technology & Services Limited leased floating production, storage and offloading (FPSO) vessels to the Group for use in oil production operations.
|
|
d)
|
The sales include crude oil, condensate oil, liquefied petroleum gas, natural gas and liquefied natural gas to the CNOOC Group. Individual sales contracts were entered into from time to time between the Group and the CNOOC Group.
|
|
e)
|
It is the market practice for sales terms to be determined based on the estimated reserves and production profile of the relevant gas fields. The long term sales contracts usually last for 15 to 20 years.
|
17.
|
RELATED PARTY TRANSACTIONS (CONTINUED)
|
(viii)
|
Key management personnel’s remuneration (continued)
|
f)
|
CNOOC Finance is a 31.8% owned associate of the Company and also a subsidiary of CNOOC. Under the renewed financial services framework agreement with CNOOC Finance dated 27 November 2013, CNOOC Finance continues to provide to the Group settlement, depository, discounting, loans and entrustment loans services. The renewal agreement is effective from 1 January 2014 to 31 December 2016. The depository services were exempted from independent shareholders’ approval requirements under the Listing Rules. The stated deposits in (iv) (b) above represent the maximum daily outstanding balance for deposits (including accrued interest but excluding funds placed for the purpose of extending entrustment loans pursuant to the entrustment loan services) during the period.
|
17.
|
RELATED PARTY TRANSACTIONS (CONTINUED)
|
18.
|
COMMITMENTS AND CONTINGENCIES
|
|
(i)
|
Capital commitments
|
30 June
2014
|
31 December
2013
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
Contracted, but not provided for*
|
34,103 | 30,131 | ||||||
Authorised, but not contracted for
|
109,062 | 138,571 |
|
*
|
The capital commitments contracted, but not provided for include the estimated payments to the Ministry of Land and Resources of the PRC for the next five years with respect to the Group’s exploration and production licenses.
|
30 June
2014
|
31 December
2013
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
Contracted, but not provided for
|
863 | 146 | ||||||
Authorised, but not contracted for
|
696 | 130 |
18.
|
COMMITMENTS AND CONTINGENCIES (CONTINUED)
|
|
(ii)
|
Operating lease commitments
|
|
(a)
|
Office properties
|
30 June
2014
|
31 December
2013
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
Commitments due:
|
||||||||
No later than one year
|
1,117 | 2,041 | ||||||
Later than one year and not later than two years
|
949 | 625 | ||||||
Later than two years and not later than five years
|
1,770 | 1,348 | ||||||
Later than five years
|
2,597 | 958 | ||||||
6,433 | 4,972 |
30 June
2014
|
31 December
2013
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
Commitments due:
|
||||||||
No later than one year
|
53 | 23 | ||||||
Later than one year and not later than two years
|
40 | 17 | ||||||
Later than two years and not later than five years
|
22 | 21 | ||||||
Later than five years
|
4 | 7 | ||||||
119 | 68 |
18.
|
COMMITMENTS AND CONTINGENCIES (CONTINUED)
|
|
(ii)
|
Operating lease commitments (continued)
|
|
(b)
|
Plant and equipment
|
30 June
2014
|
31 December
2013
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
Commitments due:
|
||||||||
No later than one year
|
1,082 | 1,421 | ||||||
Later than one year and not later than two years
|
862 | 1,120 | ||||||
Later than two years and not later than five years
|
1,581 | 1,649 | ||||||
Later than five years
|
2,720 | 2,995 | ||||||
6,245 | 7,185 |
|
(iii)
|
Contingencies
|
|
(a)
|
With respect to Penglai 19-3 Oilfield Oil Spill Accidents (please refer to the Annual Reports and/or Interim Reports of the Company issued in or after 2012 for the background information), the Company is of the view that the Company’s obligations, if any, arising from the above mentioned accidents shall be determined in accordance with relevant laws and regulations, the PSC and related agreements, among others. Based on evaluations performed as of the date of the interim condensed consolidated financial statements, the Company believes that it is not possible to determine provisions, if any, for the Company’s obligation determined in the future arising from the above mentioned accidents in the interim condensed consolidated financial statements. The financial impact of such oil spill accidents on the Company is still uncertain, and the Company has not made any provision for the accidents in the interim condensed consolidated financial statements.
|
18.
|
COMMITMENTS AND CONTINGENCIES (CONTINUED)
|
|
(iii)
|
Contingencies (continued)
|
|
(b)
|
On 11 October 2012, the Company was served with a purported class action complaint filed by Sam Sinay, individually and on behalf of all others similarly situated (the “Plaintiff”) in the Unites States District Court for the Southern District of New York (the “Trial Court”) (the foregoing legal action is therein below referred as the “Complaint”). The Complaint was lodged against the Company and certain of its officers, which alleged that during the period between 27 January 2011 and 16 September 2011, the Company made materially false and misleading statements regarding its business and financial results and the oil spill accidents occurred at the Penglai 19-3 oilfield.
|
|
(c)
|
As a Chinese Resident Enterprise, the Company may be liable to pay taxes on the deemed interest income for the funding provided to its overseas subsidiaries starting from 1 January 2008. The Company has prepared contemporaneous documentation in accordance with applicable PRC tax laws and regulations and is currently awaiting confirmation from its in-charge tax authority.
|
18.
|
COMMITMENTS AND CONTINGENCIES (CONTINUED)
|
|
(iii)
|
Contingencies (continued)
|
19.
|
SEGMENT INFORMATION
|
E&P
Six months ended 30 June
|
Trading business
Six months ended 30 June
|
Corporate
Six months ended 30 June
|
Eliminations
Six months ended 30 June
|
Consolidated
Six months ended 30 June
|
||||||||||||||||||||||||||||||||||||
2014
(Unaudited)
|
2013
(Unaudited)
|
2014
(Unaudited)
|
2013
(Unaudited)
|
2014
(Unaudited)
|
2013
(Unaudited)
|
2014
(Unaudited)
|
2013
(Unaudited)
|
2014
(Unaudited)
|
2013
(Unaudited)
|
|||||||||||||||||||||||||||||||
Segment revenue
|
||||||||||||||||||||||||||||||||||||||||
Sales to external customers:
|
||||||||||||||||||||||||||||||||||||||||
Oil and gas sales
|
117,095 | 110,799 | – | – | – | – | – | – | 117,095 | 110,799 | ||||||||||||||||||||||||||||||
Marketing revenues
|
– | – | 19,673 | 26,586 | – | – | – | – | 19,673 | 26,586 | ||||||||||||||||||||||||||||||
Intersegment revenues
|
8,121 | 7,657 | – | – | – | – | (8,121 | ) | (7,657 | ) | – | – | ||||||||||||||||||||||||||||
Other income
|
1,466 | 1,362 | 87 | 125 | 487 | 161 | (8 | ) | (6 | ) | 2,032 | 1,642 | ||||||||||||||||||||||||||||
Total
|
126,682 | 119,818 | 19,760 | 26,711 | 487 | 161 | (8,129 | ) | (7,663 | ) | 138,800 | 139,027 | ||||||||||||||||||||||||||||
Segment result
|
||||||||||||||||||||||||||||||||||||||||
Profit for the period
|
40,941 | 39,912 | 519 | 490 | 456 | 2,570 | (8,323 | ) | (8,589 | ) | 33,593 | 34,383 |
19.
|
SEGMENT INFORMATION (CONTINUED)
|
E&P | Trading business | Corporate | Eliminations | Consolidated | ||||||||||||||||||||||||||||||||||||
30
June
2014
(Unaudited)
|
31
December
2013
(Audited)
|
30
June
2014
(Unaudited)
|
31
December
2013
(Audited)
|
30
June
2014
(Unaudited)
|
31
December
2013
(Audited)
|
30
June
2014
(Unaudited)
|
31
December
2013
(Audited)
|
30
June
2014
(Unaudited)
|
31
December
2013
(Audited)
|
|||||||||||||||||||||||||||||||
Other segment information
|
||||||||||||||||||||||||||||||||||||||||
Segment assets
|
491,393 | 477,559 | 9,898 | 11,205 | 372,468 | 361,065 | (210,547 | ) | (228,356 | ) | 663,212 | 621,473 | ||||||||||||||||||||||||||||
Segment liabilities
|
(352,103 | ) | (315,805 | ) | (8,206 | ) | (8,499 | ) | (134,110 | ) | (137,345 | ) | 197,702 | 181,796 | (296,717 | ) | (279,853 | ) |
20.
|
FINANCIAL INSTRUMENTS
|
20.
|
FINANCIAL INSTRUMENTS (CONTINUED)
|
|
Level 1:
|
quoted prices (unadjusted) in active markets for identical assets or liabilities. Active markets are those in which transaction occur in sufficient frequency and volume to provide pricing information on an on-going basis.
|
|
Level 2:
|
fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Instruments in this category include non-exchange traded derivatives such as over-the-counter physical forwards and options, including those that have prices similar to quoted market prices, private equity funds and corporate wealth management products. The Group obtains information from sources of independent price publications, over-the-counter broker quotes and the fund management’s quotations as at the reporting date.
|
|
Level 3:
|
fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs), or where the observable data does not support the majority of the instruments fair value.
|
30 June 2014
|
Level 1
|
Level 2
|
Level 3
|
|||||||||||||
Assets measured at fair value
|
||||||||||||||||
Available-for-sale financial assets-current
|
||||||||||||||||
Private equity funds
|
15 | – | 15 | – | ||||||||||||
Corporate wealth management products
|
52,849 | – | 52,849 | – | ||||||||||||
Liquidity funds
|
6,790 | 6,790 | – | – | ||||||||||||
Derivative financial assets – current
|
493 | 151 | 29 | 313 | ||||||||||||
60,147 | 6,941 | 52,893 | 313 | |||||||||||||
Available-for-sale financial assets-non current
|
||||||||||||||||
Equity investment in MEG
|
6,434 | 6,434 | – | – | ||||||||||||
Derivative financial assets – non current
|
5 | – | 4 | 1 | ||||||||||||
6,439 | 6,434 | 4 | 1 | |||||||||||||
Liabilities measured at fair value
|
||||||||||||||||
Derivative financial liabilities – current
|
(292 | ) | (53 | ) | (194 | ) | (45 | ) | ||||||||
Derivative financial liabilities – non current
|
(4 | ) | – | (4 | ) | – |
20.
|
FINANCIAL INSTRUMENTS (CONTINUED)
|
31 December 2013
|
Level 1
|
Level 2
|
Level 3
|
|||||||||||||
Assets measured at fair value
|
||||||||||||||||
Available-for-sale financial assets-current
|
||||||||||||||||
Private equity funds
|
15 | – | 15 | – | ||||||||||||
Corporate wealth management products
|
43,052 | – | 43,052 | – | ||||||||||||
Liquidity funds
|
8,036 | 8,036 | – | – | ||||||||||||
Derivative financial assets – current
|
329 | 111 | 20 | 198 | ||||||||||||
51,432 | 8,147 | 43,087 | 198 | |||||||||||||
Available-for-sale financial assets-non current
|
||||||||||||||||
Equity investment in MEG
|
5,027 | 5,027 | – | – | ||||||||||||
Derivative financial assets – non current
|
6 | – | – | 6 | ||||||||||||
5,033 | 5,027 | – | 6 | |||||||||||||
Liabilities measured at fair value
|
||||||||||||||||
Derivative financial liabilities – current
|
(220 | ) | (35 | ) | (102 | ) | (83 | ) | ||||||||
Derivative financial liabilities – non current
|
(6 | ) | – | – | (6 | ) |
20.
|
FINANCIAL INSTRUMENTS (CONTINUED)
|
Six months ended 30 June
|
||||||||
2014
|
2013
|
|||||||
Fair value, beginning of period
|
115 | – | ||||||
Acquisition of subsidiaries
|
– | 279 | ||||||
Realised and unrealised gains
|
412 | 150 | ||||||
Settlements
|
(260 | ) | (349 | ) | ||||
Exchange difference
|
2 | – | ||||||
Fair value, end of period
|
269 | 80 |
21.
|
SUBSEQUENT EVENTS
|
22.
|
APPROVAL OF INTERIM FINANCIAL STATEMENTS
|
Name of grantee
|
No. of shares
involved in
the options
outstanding at
the beginning
of the period
|
No. of shares
involved in
the options
outstanding at
the end of
the period
|
Date of
grant
|
Exercise period
of share option*
|
Closing price
per share
immediately
before the
date of
grant (HK$)
|
Exercise
price (HK$)
|
|||||||||
Executive Directors
|
|||||||||||||||
Wu Guangqi
|
1,610,000 | 1,610,000 |
31 August 2005
|
31 August 2005 to 31 August 2015
|
5.75 | 5.62 | |||||||||
1,770,000 | 1,770,000 |
14 June 2006
|
14 June 2006 to 14 June 2016
|
5.30 | 5.56 | ||||||||||
1,857,000 | 1,857,000 |
25 May 2007
|
25 May 2007 to 25 May 2017
|
7.43 | 7.29 | ||||||||||
1,857,000 | 1,857,000 |
29 May 2008
|
29 May 2008 to 29 May 2018
|
14.20 | 14.828 | ||||||||||
1,857,000 | 1,857,000 |
27 May 2009
|
27 May 2009 to 27 May 2019
|
9.33 | 9.93 | ||||||||||
1,857,000 | 1,857,000 |
20 May 2010
|
20 May 2010 to 20 May 2020
|
12.22 | 12.696 | ||||||||||
Non-executive Directors
|
|||||||||||||||
Yang Hua
|
1,150,000 | — |
5 February 2004
|
5 February 2004 to 5 February 2014
|
3.13 | 3.152 | |||||||||
1,610,000 | 1,610,000 |
31 August 2005
|
31 August 2005 to 31 August 2015
|
5.75 | 5.62 | ||||||||||
1,770,000 | 1,770,000 |
14 June 2006
|
14 June 2006 to 14 June 2016
|
5.30 | 5.56 | ||||||||||
1,857,000 | 1,857,000 |
25 May 2007
|
25 May 2007 to 25 May 2017
|
7.43 | 7.29 | ||||||||||
1,857,000 | 1,857,000 |
29 May 2008
|
29 May 2008 to 29 May 2018
|
14.20 | 14.828 | ||||||||||
2,835,000 | 2,835,000 |
27 May 2009
|
27 May 2009 to 27 May 2019
|
9.33 | 9.93 | ||||||||||
2,000,000 | 2,000,000 |
20 May 2010
|
20 May 2010 to 20 May 2020
|
12.22 | 12.696 |
Name of grantee
|
No. of shares
involved in
the options
outstanding at
the beginning
of the period
|
No. of shares
involved in
the options
outstanding at
the end of
the period
|
Date of
grant
|
Exercise period
of share option*
|
Closing price
per share
immediately
before the
date of
grant (HK$)
|
Exercise
price (HK$)
|
|||||||||
Other Employees
|
|||||||||||||||
in Aggregate**
|
19,399,934 | — |
5 February 2004
|
5 February 2004 to 5 February 2014
|
3.13 | 3.152 | |||||||||
29,290,000 | 26,040,000 |
31 August 2005
|
31 August 2005 to 31 August 2015
|
5.75 | 5.62 | ||||||||||
43,030,000 | 36,750,000 |
14 June 2006
|
14 June 2006 to 14 June 2016
|
5.30 | 5.56 | ||||||||||
50,116,000 | 43,000,000 |
25 May 2007
|
25 May 2007 to 25 May 2017
|
7.43 | 7.29 | ||||||||||
59,739,000 | 52,299,000 |
29 May 2008
|
29 May 2008 to 29 May 2018
|
14.20 | 14.828 | ||||||||||
72,528,000 | 66,180,000 |
27 May 2009
|
27 May 2009 to 27 May 2019
|
9.33 | 9.93 | ||||||||||
85,189,000 | 78,769,000 |
20 May 2010
|
20 May 2010 to 20 May 2020
|
12.22 | 12.696 |
*
|
Except for share options granted under the Pre-Global Offering Share Option Scheme, all share options granted are subject to a vesting schedule pursuant to which one-third of the options granted vest on the first, second and third anniversaries of the date of grant, respectively, such that the options granted are fully vested on the third anniversary of the date of grant.
|
**
|
Mr. Zhou Shouwei and Mr. Wu Zhenfang retired as non-executive director of the Company with effect from 1 January 2014. Information on Mr. Zhou and Mr. Wu’s share options outstanding at the beginning of the period are included in the category of “Other employees”.
|
Name of Director
|
Nature of interest
|
Ordinary shares held
|
Approximate
percentage of
total issued
share
|
Chiu Sung Hong
|
Beneficial interest
|
1,150,000
|
0.003%
|
Ordinary shares held
|
Percentage
of total
issued shares
|
||||||||
(i)
|
CNOOC (BVI) Limited
|
28,772,727,268 | 64.44 | % | |||||
(ii)
|
Overseas Oil & Gas Corporation, Ltd. (“OOGC”)
|
28,772,727,273 | 64.44 | % | |||||
(iii)
|
CNOOC
|
28,772,727,273 | 64.44 | % |
Note:
|
CNOOC (BVI) Limited is a direct wholly owned subsidiary of OOGC, which is a direct wholly owned subsidiary of CNOOC. Accordingly, CNOOC (BVI) Limited’s interests are recorded as the interests of OOGC and CNOOC.
|
1.
|
Pre-Global Offering Share Option Scheme (expired in 2011);
|
2.
|
2001 Share Option Scheme (expired in 2011);
|
3.
|
2002 Share Option Scheme (as defined below); and
|
4.
|
2005 Share Option Scheme (as defined below).
|
1.
|
the nominal value of a share of the Company on the date of grant;
|
2.
|
the average closing price of the shares on HKSE as stated in the HKSE’s quotation sheets for the five trading days immediately preceding the date of grant; and
|
3.
|
the closing price of the shares on the HKSE as stated in the HKSE’s quotation sheets on the date of grant.
|
1.
|
the nominal value of a share of the Company on the date of grant;
|
2.
|
the average closing price of the shares as stated in the HKSE’s daily quotation sheets for the five trading days immediately preceding the date of grant; and
|
3.
|
the closing price of the shares as stated in the HKSE’s daily quotation sheets on the date of grant.
|
Name of Director
|
Details of Changes
|
|
Lv Bo
|
Appointed as non-executive director of the Company and member of the Remuneration Committee with effect from 1 January 2014
|
|
Zhang Jianwei
|
Appointed as non-executive director of the Company with effect from 1 January 2014
|
|
Wang Jiaxiang
|
Appointed as non-executive director of the Company with effect from 1 January 2014
|
|
Zhou Shouwei
|
Retired as non-executive director of the Company with effect from 1 January 2014
|
|
Wu Zhenfang
|
Retired as non-executive director of the Company and member of the Remuneration Committee with effect from 1 January 2014
|
|
Kevin G. Lynch
|
Appointed as independent non-executive director of the Company and member of the Nomination Committee with effect from 1 March 2014
|
|
Wang Tao
|
Retired as independent non-executive director of the Company and member of the Nomination Committee with effect from 1 March 2014
|
|
Kevin G. Lynch
|
Appointed as director of Canadian National Railway Company on 23 April 2014
|
By Order of the Board
Zhong Hua
Joint Company Secretary
|
(Incorporated in Hong Kong with limited liability under the CompaniesOrdinance) 00883 (Stock Code: 00883) NOTIFICATION LETTER 5 September 2014 Dear Non-registered holder (1), CNOOC Limited (the "Company") --Notice of publication of 2014 Interim Report ("Current Corporate Communications") The English and Chinese versions of the Company's Current Corporate Communications are available on the Company's website at www.cnoocltd.com and the HKExnews's website at www.hkexnews.hk. You may access the Current Corporate Communications by clicking "Investor Relations" on the home page of our website, then selecting "Name of document" under "Reports and Filling" and viewing them through Adobe([R]) Reader([R])or browsing through the HKExnews's website. If you want to receive a printed version of the Current Corporate Communications, please complete the Request Form on the reverse side and return it to the Company c/o Hong Kong Registrars Limited (the "Hong Kong Share Registrar") by using the mailing label at the bottom of the Request Form (no need to affix a stamp if posted in Hong Kong; otherwise, please affix an appropriate stamp). The address of the Hong Kong Share Registrar is 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong. The Request Form may also be downloaded from the Company's website at www.cnoocltd.com or the HKExnews's website at www.hkexnews.hk. Should you have any queries relating to any of the above matters, please call the Company's telephone hotline at (852) 2862 8688 during business hours from 9:00 a.m. to 6:00 p.m. Monday to Friday, excluding public holidays or send an email to Cnooc.ecom@computershare.com.hk. Yours faithfully, By order of the Board CNOOC Limited Zhong Hua Joint Company Secretary Note: (1) This letter is addressed to Non- registered holders ("Non- registered holder" means such person or company whose shares are held in The Central Clearing and Settlement System (CCASS) and who has notified the Company from time to time through Hong Kong Securities Clearing Company Limited to receive Corporate Communications). If you have sold or transferred your shares in the Company, please disregard this letter and the Request Form on the reverse side. (1) --2014 (www.cnoocltd.com) (www.hkexnews.hk Adobe([R]) Reader([R]) 183 17M (www.cnoocltd.com)(www.hkexnews.hk (852)2862 8688 9 6 Cnooc.ecom@computershare.com.hk 2014 9 5 (1) CNOH-05092014-1(21) |
5 September 2014
Dear Non-registered holder (1),
CNOOC Limited (the “Company”)
–Notice of publication of 2014 Interim Report (“Current Corporate Communications”)
The English and Chinese versions of the Company’s Current Corporate Communications are available on the Company’s website at www.cnoocltd.com and the HKExnews’s website at www.hkexnews.hk. You may access the Current Corporate Communications by clicking “Investor Relations” on the home page of our website, then selecting “Name of document” under “Reports & Filling” and viewing them through Adobe® Reader®or browsing through the HKExnews’s website.
If you want to receive a printed version of the Current Corporate Communications, please complete the Request Form on the reverse side and return it to the Company c/o Hong Kong Registrars Limited (the “Hong Kong Share Registrar”) by using the mailing label at the bottom of the Request Form (no need to affix a stamp if posted in Hong Kong; otherwise, please affix an appropriate stamp). The address of the Hong Kong Share Registrar is 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. The Request Form may also be downloaded from the Company’s website at www.cnoocltd.com or the HKExnews’s website at www.hkexnews.hk.
Should you have any queries relating to any of the above matters, please call the Company’s telephone hotline at (852) 2862 8688 during business hours from 9:00 a.m. to 6:00 p.m. Monday to Friday, excluding public holidays or send an email to Cnooc.ecom@computershare.com.hk.
Yours faithfully,
By order of the Board
CNOOC Limited
Zhong Hua
Joint Company Secretary
Note: (1) This letter is addressed to Non- registered holders (“Non- registered holder” means such person or company whose shares are held in The Central Clearing and Settlement System (CCASS) and who has notified the Company from time to time through Hong Kong Securities Clearing Company Limited to receive Corporate Communications). If you have sold or transferred your shares in the Company, please disregard this letter and the Request Form on the reverse side.
|
Request Form To: CNOOC Limited (the "Company") (Stock Code: 00883) c/o Hong Kong Registrars Limited 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong 00883 183 17M I/We would like to receive the Corporate Communications* of the Company ("Corporate Communications") in the manner as indicated below: (Please mark ONLY ONE[]X[]of the following boxes) X) [] (to receive the) (printed English version) (of all Corporate Communications ONLY;) (OR) (to receive the) (printed Chinese version) (of all Corporate Communications ONLY;) (OR) (to receive both) (printed English and Chinese versions) (of all Corporate Communications.) Contact telephone number Signature(s) Notes 1. Please complete all your details clearly. 2. This letter is addressed to Non-registered holders ("Non-registered holder" means such person or company whose shares are held in The Central Clearing and Settlement System (CCASS) and who has notified the Company from time to time through Hong Kong Securities Clearing Company Limited to receive Corporate Communications). 3. Any form with more than one box marked(X), with no box marked(X), with no signature or otherwise incorrectly completed will be void. 4. The above instruction will apply to the Corporate Communications to be sent to you until you notify to the Company c/o Hong Kong Registrars Limited to the contrary or unless you have at anytime ceased to have holdings in the Company. 5. For the avoidance of doubt, we do not accept any other instruction given on this Request Form. PERSONAL INFORMATION COLLECTION STATEMENT (i) "Personal Data" in these statements has the same meaning as "personal data" in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong ("PDPO"). 486 (ii) Your supply of Personal Data to CNOOC Limited is on a voluntary basis. Failure to provide sufficient information, CNOOC Limited may not be able to process your instructions and/or requests as stated in this form. (iii) Your Personal Data may be disclosed or transferred by CNOOC Limited to its subsidiaries, its share registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for our verification and record purposes. (iv) You havethe right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing to the Personal Data Privacy Officer of Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong. 183 17M -1(21) 05092014 CNOH- *Corporate Communications includes but not limited to (a) the directors' report, its annual accounts together with a copy of the auditors' report and, where applicable, its summary financial report; (b) the interim report and, where applicable, summary interim report; (c) a notice of meeting; (d) a listing document; (e) a circular; and (f) a proxy form. (a) (b) (f) Please cut the mailing label and stick this on the envelope to return this Request Form to us. No postage stamp necessary if posted in Hong Kong. MAILING LABEL Hong Kong Registrars Limited Freepost No. 37 Hong Kong |