CNOOC Limited
|
|
(Translation of registrant’s name into English)
|
|
65th Floor
Bank of China Tower
One Garden Road
Central, Hong Kong
|
|
(Address of principal executive offices)
|
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 |
99.1
|
Announcement dated August 31, 2012, entitled “2012 Interim Report”. |
99.2
|
Announcement dated August 31, 2012, entitled “Notification Letter and Request Form for Non-Registered Holders”. |
2
|
CHAIRMAN’S STATEMENT
|
4
|
CEO’S STATEMENT
|
7
|
KEY FIGURES
|
8
|
INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
|
10
|
INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
|
12
|
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
|
13
|
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
|
14
|
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
39
|
REPORT ON REVIEW OF INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
41
|
OTHER INFORMATION
|
WANG Yilin
Chairman
|
LI Fanrong
Chief Executive Officer
|
Six months ended 30 June
|
||||||||
2012
|
2011
|
|||||||
Net profit, million RMB
|
31,869 | 39,343 | ||||||
Basic earnings per share, RMB
|
0.71 | 0.88 | ||||||
Total oil and gas sales, million RMB
|
95,658 | 97,030 | ||||||
Total revenue, million RMB
|
118,268 | 124,568 | ||||||
Interim dividend per share, HK$(tax inclusive)
|
0.15 | 0.25 | ||||||
Net Production*
|
||||||||
Oil, million barrels
|
127.0 | 133.2 | ||||||
Gas, billion cubic feet
|
195.7 | 208.2 | ||||||
Total, million BOE
|
160.9 | 168.7 |
*
|
Including our interest in equity-accounted investees, which is approximately 8.7 million BOE for the first half of 2012 and approximately 8.8 million BOE for the first half of 2011.
|
Six months ended 30 June
|
||||||||||||
2012
|
2011
|
|||||||||||
Notes
|
(Unaudited)
|
(Unaudited)
|
||||||||||
REVENUE
|
||||||||||||
Oil and gas sales
|
4 | 95,658 | 97,030 | |||||||||
Marketing revenues
|
4 | 21,884 | 27,110 | |||||||||
Other income
|
726 | 428 | ||||||||||
118,268 | 124,568 | |||||||||||
EXPENSES
|
||||||||||||
Operating expenses
|
(8,753 | ) | (7,322 | ) | ||||||||
Taxes other than income tax
|
7(ii)
|
(8,034 | ) | (4,864 | ) | |||||||
Exploration expenses
|
(4,584 | ) | (1,538 | ) | ||||||||
Depreciation, depletion and amortisation
|
(15,172 | ) | (13,950 | ) | ||||||||
Special oil gain levy
|
5 | (13,639 | ) | (17,274 | ) | |||||||
Crude oil and product purchases
|
4 | (21,780 | ) | (27,026 | ) | |||||||
Selling and administrative expenses
|
(1,246 | ) | (1,204 | ) | ||||||||
Others
|
(552 | ) | (603 | ) | ||||||||
(73,760 | ) | (73,781 | ) | |||||||||
PROFIT FROM OPERATING ACTIVITIES
|
44,508 | 50,787 | ||||||||||
Interest income
|
633 | 442 | ||||||||||
Finance costs
|
6 | (850 | ) | (566 | ) | |||||||
Exchange (loss)/gain, net
|
(356 | ) | 294 | |||||||||
Investment income
|
1,037 | 663 | ||||||||||
Share of profits of associates
|
156 | 177 | ||||||||||
Share of profits of a joint venture
|
54 | 317 | ||||||||||
Non-operating income/(expense), net
|
27 | (38 | ) | |||||||||
PROFIT BEFORE TAX
|
45,209 | 52,076 | ||||||||||
Income tax expense
|
7(i) | (13,340 | ) | (12,733 | ) | |||||||
PROFIT FOR THE PERIOD ATTRIBUTABLE TO OWNERS OF THE PARENT
|
31,869 | 39,343 |
Six months ended 30 June
|
||||||||||||
2012
|
2011
|
|||||||||||
Notes
|
(Unaudited)
|
(Unaudited)
|
||||||||||
OTHER COMPREHENSIVE LOSS
|
||||||||||||
Exchange differences on translation of foreign operations
|
280 | (1,752 | ) | |||||||||
Net (loss)/gain on available-for-sale financial assets, net of tax
|
9 | (621 | ) | 1,210 | ||||||||
Share of other comprehensive (loss)/income of associates
|
(1 | ) | 10 | |||||||||
OTHER COMPREHENSIVE LOSS FOR THE PERIOD,
|
||||||||||||
NET OF TAX
|
(342 | ) | (532 | ) | ||||||||
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD
|
||||||||||||
ATTRIBUTABLE TO OWNERS OF THE PARENT
|
31,527 | 38,811 | ||||||||||
EARNINGS PER SHARE FOR THE PERIOD ATTRIBUTABLE
|
||||||||||||
TO ORDINARY EQUITY HOLDERS OF THE PARENT
|
||||||||||||
Basic (RMB Yuan)
|
8 | 0.71 | 0.88 | |||||||||
Diluted (RMB Yuan)
|
8 | 0.71 | 0.88 | |||||||||
DIVIDEND
|
||||||||||||
Interim dividend declared (tax inclusive)
|
17 | 5,459 | 9,287 |
30 June
|
31 December
|
|||||||||||
2012
|
2011
|
|||||||||||
Notes
|
(Unaudited)
|
(Audited)
|
||||||||||
NON-CURRENT ASSETS
|
||||||||||||
Property, plant and equipment
|
10 | 236,764 | 220,567 | |||||||||
Intangible assets
|
11 | 949 | 1,033 | |||||||||
Investments in associates
|
2,886 | 2,822 | ||||||||||
Investment in a joint venture
|
19,045 | 20,175 | ||||||||||
Available-for-sale financial assets
|
6,407 | 7,365 | ||||||||||
Deferred tax assets
|
57 | – | ||||||||||
Other non-current assets
|
420 | 379 | ||||||||||
Total non-current assets
|
266,528 | 252,341 | ||||||||||
CURRENT ASSETS
|
||||||||||||
Inventories and supplies
|
5,189 | 4,380 | ||||||||||
Trade receivables
|
12 | 18,241 | 20,662 | |||||||||
Held-to-maturity financial assets
|
1,544 | 23,467 | ||||||||||
Available-for-sale financial assets
|
63,317 | 27,576 | ||||||||||
Other current assets
|
8,816 | 7,684 | ||||||||||
Time deposits with maturity over three months
|
13 | 36,785 | 24,476 | |||||||||
Cash and cash equivalents
|
13,801 | 23,678 | ||||||||||
Total current assets
|
147,693 | 131,923 |
30 June
|
31 December
|
|||||||||||
2012
|
2011
|
|||||||||||
Notes
|
(Unaudited)
|
(Audited)
|
||||||||||
CURRENT LIABILITIES
|
||||||||||||
Loans and borrowings
|
15 | 25,643 | 19,919 | |||||||||
Trade and accrued payables
|
14 | 19,589 | 20,424 | |||||||||
Other payables and accrued liabilities
|
12,288 | 22,217 | ||||||||||
Taxes payable
|
7,372 | 7,656 | ||||||||||
Total current liabilities
|
64,892 | 70,216 | ||||||||||
NET CURRENT ASSETS
|
82,801 | 61,707 | ||||||||||
TOTAL ASSETS LESS CURRENT LIABILITIES
|
349,329 | 314,048 | ||||||||||
NON-CURRENT LIABILITIES
|
||||||||||||
Loans and borrowings
|
15 | 29,347 | 18,076 | |||||||||
Provision for dismantlement
|
26,351 | 24,964 | ||||||||||
Deferred tax liabilities
|
5,902 | 5,488 | ||||||||||
Other non-current liabilities
|
3,504 | 2,664 | ||||||||||
Total non-current liabilities
|
65,104 | 51,192 | ||||||||||
NET ASSETS
|
284,225 | 262,856 | ||||||||||
EQUITY
|
||||||||||||
Equity attributable to owners of the parent
|
||||||||||||
Issued capital
|
16 | 949 | 949 | |||||||||
Reserves
|
283,276 | 261,907 | ||||||||||
TOTAL EQUITY
|
284,225 | 262,856 |
Equity attributable to owners of the parent
|
||||||||||||||||||||||||||||||||
Share
|
||||||||||||||||||||||||||||||||
premium
|
Statutory
|
|||||||||||||||||||||||||||||||
and capital
|
Cumulative
|
and non-
|
Proposed
|
|||||||||||||||||||||||||||||
Issued
|
redemption
|
translation
|
distributive
|
Other
|
Retained
|
final
|
||||||||||||||||||||||||||
capital
|
reserve
|
reserve
|
reserves
|
reserves
|
earnings
|
dividend
|
Total
|
|||||||||||||||||||||||||
Balances at 1 January 2011
|
949 | 42,129 | (13,361 | ) | 20,000 | 10,972 | 145,656 | 9,421 | 215,766 | |||||||||||||||||||||||
Profit for the period
|
– | – | – | – | – | 39,343 | – | 39,343 | ||||||||||||||||||||||||
Other comprehensive loss,
|
||||||||||||||||||||||||||||||||
net of tax
|
– | – | (1,752 | ) | – | 1,220 | – | – | (532 | ) | ||||||||||||||||||||||
Total comprehensive income
|
– | – | (1,752 | ) | – | 1,220 | 39,343 | – | 38,811 | |||||||||||||||||||||||
2010 final dividend
|
– | – | – | – | – | 134 | (9,421 | ) | (9,287 | ) | ||||||||||||||||||||||
Equity-settled share option expenses
|
– | – | – | – | 103 | – | – | 103 | ||||||||||||||||||||||||
Appropriation and utilisation
|
||||||||||||||||||||||||||||||||
of safety fund, net
|
– | – | – | – | 1 | – | – | 1 | ||||||||||||||||||||||||
Balances at 30 June 2011
|
||||||||||||||||||||||||||||||||
(Unaudited)
|
949 | 42,129 | (15,113 | ) | 20,000 | 12,296 | 185,133 | – | 245,394 | |||||||||||||||||||||||
Balances at 1 January 2012
|
949 | 42,129 | (17,187 | ) | 20,000 | 10,282 | 196,541 | 10,142 | 262,856 | |||||||||||||||||||||||
Profit for the period
|
– | – | – | – | – | 31,869 | – | 31,869 | ||||||||||||||||||||||||
Other comprehensive loss,
|
||||||||||||||||||||||||||||||||
net of tax
|
– | – | 280 | – | (622 | ) | – | – | (342 | ) | ||||||||||||||||||||||
Total comprehensive income
|
– | – | 280 | – | (622 | ) | 31,869 | – | 31,527 | |||||||||||||||||||||||
2011 final dividend
|
– | – | – | – | – | (49 | ) | (10,142 | ) | (10,191 | ) | |||||||||||||||||||||
Equity-settled share option expenses
|
– | – | – | – | 33 | – | – | 33 | ||||||||||||||||||||||||
Balances at 30 June 2012
|
||||||||||||||||||||||||||||||||
(Unaudited)
|
949 | 42,129 | (16,907 | ) | 20,000 | 9,693 | 228,361 | – | 284,225 |
Six months ended 30 June
|
||||||||
2012
|
2011
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
Net cash generated from operating activities
|
36,240 | 50,534 | ||||||
Net cash used in investing activities
|
(51,845 | ) | (56,360 | ) | ||||
Net cash generated from financing activities
|
5,707 | 1,791 | ||||||
Net decrease in cash and cash equivalents
|
(9,898 | ) | (4,035 | ) | ||||
Cash and cash equivalents at beginning of period
|
23,678 | 27,287 | ||||||
Effect of foreign exchange rate changes, net
|
21 | (230 | ) | |||||
Cash and cash equivalents at end of period
|
13,801 | 23,022 |
1.
|
ORGANISATION AND PRINCIPAL ACTIVITIES
|
Name of entity
|
Place and date 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
15 September 1999
|
RMB20 billion
|
100%
|
Offshore petroleum exploration,
development, production and
sales in the PRC
|
China Offshore Oil (Singapore) International Pte Ltd
|
Singapore
14 May 1993
|
SG$3 million
|
100%
|
Sales and marketing of petroleum products outside the PRC
|
CNOOC International Limited
|
British Virgin Islands
23 August 1999
|
US$20,000,000,002
|
100%
|
Investment holding
|
OOGC America, Inc.
|
State of Delaware, United States of America
28 August 1997
|
US$1,000
|
100%
|
Investment holding
|
CNOOC Finance
(2002) Limited**
|
British Virgin Islands
24 January 2002
|
US$1,000
|
100%
|
Bond issuance
|
CNOOC Finance
(2003) Limited
|
British Virgin Islands
2 April 2003
|
US$1,000
|
100%
|
Bond issuance
|
Name of entity
|
Place and date 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 (2011) Limited
|
British Virgin Islands
31 December 2010
|
US$1,000
|
100%
|
Bond issuance
|
||||||
CNOOC Finance (2012) Limited***
|
British Virgin Islands
10 April 2012
|
US$1,000
|
100%
|
Bond issuance
|
||||||
Indirectly held subsidiaries*:
|
||||||||||
CNOOC Deepwater Development Limited
|
Zhuhai, PRC
1 March 2010
|
RMB 1 billion
|
100%
|
Deepwater and low-grade oil and gas fields exploration, development, and oil and gas production, sales in the PRC
|
||||||
CNOOC Southeast Asia Limited
|
Bermuda
16 May 1997
|
US$12,000
|
100%
|
Investment holding
|
||||||
CNOOC SES Ltd.
|
Labuan, F.T.,
Malaysia
27 March 2002
|
US$1
|
100%
|
Petroleum exploration,
development and production in Indonesia
|
||||||
CNOOC Muturi Limited
|
Isle of Man
8 February 1996
|
US$7,780,770
|
100%
|
Petroleum exploration,
development and production in Indonesia
|
||||||
CNOOC NWS Private Limited
|
Singapore
8 October 2002
|
SG$2
|
100%
|
Offshore petroleum exploration,
development and production in Australia
|
||||||
CNOOC Exploration & Production Nigeria Limited
|
Nigeria
6 January 2006
|
Naira10 million
|
100%
|
Petroleum exploration, development and production in Africa
|
||||||
CNOOC Iraq Limited
|
British Virgin
Islands
15 October 2010
|
US$1
|
100%
|
Providing services of petroleum exploration and development in oilfield of the Republic of Iraq
|
Name of entity
|
Place and date 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 Canada Inc.
|
Canada
15 January 1999
|
281,749,526 common shares without a par
value
|
100%
|
Oil sands exploration, development and production in Canada
|
CNOOC Uganda Ltd
(note 3)
|
Uganda
11 May 2010
|
1,000,000 Uganda
Shilling
|
100%
|
Petroleum exploration,
development and production in Africa
|
Joint venture:
|
||||
Bridas Corporation
|
British Virgin Islands
15 September 1993
|
US$102,325,582
|
50%
|
Investment holding
|
Associates:
|
||||
Shanghai Petroleum Corporation Limited
|
Shanghai, PRC
7 September 1992
|
RMB900 million
|
30%
|
Offshore petroleum exploration,
development, production and sales in the PRC
|
CNOOC Finance Corporation Limited
|
Beijing, PRC
14 June 2002
|
RMB1,415 million
|
31.8%
|
Provision of deposit, transfer, settlement, loan, discounting
and other financing services to CNOOC and its member entities
|
Northern Cross (Yukon) Limited
|
Yukon, Canada
19 September 1994
|
22,691,705 common shares without a 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.
|
**
|
The guarantee notes issued by CNOOC Finance (2002) Limited were repaid in March 2012 (note 15), and CNOOC Finance (2002) Limited was subsequently dissolved on 27 July 2012.
|
***
|
CNOOC Finance (2012) Limited was incorporated on 10 April 2012, for issuing guaranteed notes (note 15).
|
2.
|
BASIS OF PREPARATION AND ACCOUNTING POLICIES
|
3.
|
ACQUISITIONS AND OTHER VENTURE
|
4.
|
OIL AND GAS SALES AND MARKETING REVENUES
|
5.
|
SPECIAL OIL GAIN LEVY
|
6.
|
FINANCE COSTS
|
7.
|
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% 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;
|
|
–
|
Business tax at rates of 3% to 5% on other income;
|
|
–
|
City construction tax at the rate of 1% or 7% on the actual paid production taxes and business tax;
|
|
–
|
Educational surcharge at the rate of 3% on the actual paid production taxes and business tax; and
|
|
–
|
Local educational surcharge at the rate of 2% on the actual paid production taxes and business tax.
|
8.
|
EARNINGS PER SHARE
|
Six months ended 30 June
|
||||||||
2012
|
2011
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
Earnings:
|
||||||||
Profit for the period attributable to
|
||||||||
ordinary equity holders for the basic and
|
||||||||
diluted earnings per share calculation
|
31,869 | 39,343 | ||||||
Number of shares:
|
||||||||
Number of ordinary shares issued at
|
||||||||
the beginning of the period, excluding
|
||||||||
repurchased but not cancelled shares
|
44,646,305,984 | 44,669,199,984 | ||||||
Weighted average number of ordinary shares for
|
||||||||
the purpose of basic earnings per share
|
44,646,305,984 | 44,669,199,984 | ||||||
Effect of dilutive potential ordinary shares under
|
||||||||
the share option schemes
|
161,740,031 | 220,916,382 | ||||||
Weighted average number of ordinary shares for
|
||||||||
the purpose of diluted earnings per share
|
44,808,046,015 | 44,890,116,366 | ||||||
Earnings per share – Basic (RMB Yuan)
|
0.71 | 0.88 | ||||||
– Diluted (RMB Yuan)
|
0.71 | 0.88 |
9.
|
NET (LOSS)/GAIN ON AVAILABLE-FOR-SALE FINANCIAL ASSETS, NET OF TAX
|
Six months ended 30 June
|
||||||||
2012
|
2011
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
Available-for-sale financial assets:
|
||||||||
Comprehensive income arising during the period
|
9 | 1,870 | ||||||
Less: Reclassification adjustment for net
|
||||||||
gain included in the investment income
|
(509 | ) | (660 | ) | ||||
Less: Income tax effect
|
(121 | ) | – | |||||
(621 | ) | 1,210 |
10.
|
PROPERTY, PLANT AND EQUIPMENT
|
11.
|
INTANGIBLE ASSETS
|
12.
|
TRADE RECEIVABLES
|
13.
|
TIME DEPOSITS WITH MATURITY OVER THREE MONTHS
|
14.
|
TRADE AND ACCRUED PAYABLES
|
15.
|
LOANS AND BORROWINGS
|
|
Current
|
30 June
|
31 December
|
||||||||||||||||||||||||
|
2012
|
2011
|
|||||||||||||||||||||||
Effective interest
|
(Unaudited)
|
(Audited)
|
|||||||||||||||||||||||
rate and final
|
Bank
|
Notes/
|
Bank
|
Notes/
|
|||||||||||||||||||||
maturity
|
loan
|
Bonds
|
Total
|
loan
|
Bonds
|
Total
|
|||||||||||||||||||
Short-term loans and borrowings
|
|||||||||||||||||||||||||
General loan
|
LIBOR+0.6% to 1.5%
|
||||||||||||||||||||||||
per annum with maturity
|
|||||||||||||||||||||||||
within one year
|
24,160 | – | 24,160 | 16,193 | – | 16,193 | |||||||||||||||||||
24,160 | – | 24,160 | 16,193 | – | 16,193 | ||||||||||||||||||||
Loans and borrowings
|
|||||||||||||||||||||||||
due within one year
|
|||||||||||||||||||||||||
For Tangguh LNG Project*****
|
LIBOR+0.23% to 0.38%
|
||||||||||||||||||||||||
per annum with maturity
|
|||||||||||||||||||||||||
within one year
|
220 | – | 220 | 207 | – | 207 | |||||||||||||||||||
For Nigeria OML130 Project
|
LIBOR+4% per annum
|
||||||||||||||||||||||||
with maturity within
|
|||||||||||||||||||||||||
one year
|
– | – | – | 369 | – | 369 | |||||||||||||||||||
Finance (2002)*
|
– | – | – | – | 3,150 | 3,150 | |||||||||||||||||||
Finance (2003)**
|
– | 1,263 | 1,263 | – | – | – | |||||||||||||||||||
220 | 1,263 | 1,483 | 576 | 3,150 | 3,726 | ||||||||||||||||||||
24,380 | 1,263 | 25,643 | 16,769 | 3,150 | 19,919 |
|
Non-current
|
30 June
|
31 December
|
||||||||||||||||||||||||
2012
|
2011
|
||||||||||||||||||||||||
Effective interest
|
(Unaudited)
|
(Audited)
|
|||||||||||||||||||||||
rate and final
|
Bank
|
Notes/
|
Bank
|
Notes/
|
|||||||||||||||||||||
maturity
|
loan
|
Bonds
|
Total
|
loan
|
Bonds
|
Total
|
|||||||||||||||||||
For Tangguh LNG Project*****
|
LIBOR+0.23% to 0.38%
|
||||||||||||||||||||||||
per annum with
|
|||||||||||||||||||||||||
maturity through 2021
|
2,460 | – | 2,460 | 2,562 | – | 2,562 | |||||||||||||||||||
Finance (2003)**
|
– | 1,853 | 1,853 | – | 3,102 | 3,102 | |||||||||||||||||||
Finance (2011)***
|
– | 12,467 | 12,467 | – | 12,412 | 12,412 | |||||||||||||||||||
Finance (2012)****
|
– | 12,567 | 12,567 | – | – | – | |||||||||||||||||||
2,460 | 26,887 | 29,347 | 2,562 | 15,514 | 18,076 |
*
|
The principal amount of US$500 million of 6.375% guaranteed notes due in 2012 was issued by CNOOC Finance (2002) Limited, a wholly-owned subsidiary of the Company. The obligations of CNOOC Finance (2002) Limited in respect of the notes were unconditionally and irrevocably guaranteed by the Company, and were repaid in March 2012.
|
**
|
The principal amount of US$200 million of 4.125% guaranteed notes due in 2013 and 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.
|
***
|
The principal amount of US$1,500 million of 4.25% guaranteed notes due in 2021 and the principal amount of US$500 million of 5.75% guaranteed notes due in 2041 were issued by CNOOC Finance (2011) Limited, a wholly-owned subsidiary of the Company. The obligations of CNOOC Finance (2011) Limited in respect of the notes are unconditionally and irrevocably guaranteed by the Company.
|
****
|
The principal amount of US$1,500 million of 3.875% guaranteed notes due in 2022 and the principal amount of US$500 million of 5.000% guaranteed notes due in 2042 were issued by CNOOC Finance (2012) Limited, a wholly-owned subsidiary of the Company. The obligations of CNOOC Finance (2012) Limited in respect of the notes are unconditionally and irrevocably guaranteed by the Company.
|
*****
|
The amount represented the Group’s share of utilised bank loans in Tangguh Liquified Natural Gas Project (the “Tangguh LNG Project”).
|
|
The Company delivered a guarantee dated 29 October 2007 in favour 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 in connection with the Tangguh LNG Project in Indonesia. 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.
|
|
An agreement in respect of the sale of a 3.05691% interest of the Company in the Tangguh LNG Project to Talisman Energy Inc. (“Talisman”) for a consideration of US$212.5 million became effective on 1 January 2008. The transaction was completed through the equity transfer of an indirect subsidiary of the Company. The Company through its subsidiary continues to hold a 13.89997% interest in the Tangguh LNG Project after the sale.
|
|
In addition, a letter of credit agreement was signed between the Company and Talisman with the execution of the aforesaid agreement. Accordingly, Talisman has delivered valid and unexpired standby letters of credit with the amount of US$120 million to the Company (as the beneficiary) as a counter-guarantee to offset the exposure of the Company’s guarantee for the aforesaid interest of 3.05691% in respect of the Tangguh LNG Project financing.
|
16.
|
ISSUED CAPITAL
|
Issued
|
||||||||||||
Number
|
Share
|
share capital
|
||||||||||
Shares
|
of shares
|
capital
|
equivalent of
|
|||||||||
HK$ million
|
RMB million
|
|||||||||||
Authorised:
|
||||||||||||
Ordinary shares of HK$0.02 each
|
||||||||||||
as at 30 June 2012 and
|
||||||||||||
31 December 2011
|
75,000,000,000 | 1,500 | ||||||||||
Issued and fully paid:
|
||||||||||||
Ordinary shares of HK$0.02 each
|
||||||||||||
as at 1 January 2011
|
44,669,199,984 | 893 | 949 | |||||||||
Share repurchased and cancelled in 2011*
|
(10,019,000 | ) | – | – | ||||||||
As at 31 December 2011 (audited)
|
44,659,180,984 | 893 | 949 | |||||||||
Share repurchased and cancelled in 2012*
|
(12,875,000 | ) | – | – | ||||||||
As at 30 June 2012 (unaudited)
|
44,646,305,984 | 893 | 949 |
*
|
During the year of 2011, the Company purchased 22,894,000 of its shares with an aggregate cash payment of HK$315,016,715 on The Stock Exchange of Hong Kong Limited (the “HKSE”). 10,019,000 shares had been cancelled by the Company by 31 December 2011 and the remaining 12,875,000 shares were cancelled on 10 January 2012.
|
17.
|
DIVIDEND
|
18.
|
SHARE OPTION SCHEMES
|
|
(i)
|
Pre-Global Offering Share Option Scheme (as defined in the Other Information section);
|
|
(ii)
|
2001 Share Option Scheme (as defined in the Other Information section);
|
|
(iii)
|
2002 Share Option Scheme (as defined in the Other Information section); and
|
|
(iv)
|
2005 Share Option Scheme (as defined in the Other Information section).
|
Weighted
|
||||||||
average
|
||||||||
Number of
|
exercise
|
|||||||
share options
|
price
|
|||||||
HK$
|
||||||||
Outstanding as at 1 January 2012
|
420,960,900 | 9.56 | ||||||
Granted during the period
|
– | – | ||||||
Exercised during the period
|
– | – | ||||||
Forfeited during the period
|
(6,026,000 | ) | 10.89 | |||||
Outstanding as at 30 June 2012
|
414,934,900 | 9.54 | ||||||
Exercisable as at 30 June 2012
|
383,227,000 | 9.28 |
19.
|
RELATED PARTY TRANSACTIONS
|
|
1.
|
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:
|
|
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 CNOOC Group; and
|
|
3.
|
Sales of petroleum and natural gas products by the Group to 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
|
|
Pricing principles
|
|
(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 CNOOC 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.
|
|
(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
|
||||||||
2012
|
2011
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
Provision of exploration and support services
|
3,936 | 3,024 | ||||||
– Inclusive of amount capitalised under property,
|
||||||||
plant and equipment
|
2,298 | 1,860 | ||||||
Provision of oil and gas development and support services
|
7,314 | 3,165 | ||||||
Provision of oil and gas production and
|
||||||||
support services (Note a)
|
3,632 | 2,661 | ||||||
Provision of marketing, management and
|
||||||||
ancillary services (Note b)
|
278 | 236 | ||||||
FPSO vessel leases (Note c)
|
559 | 641 | ||||||
15,719 | 9,727 |
|
(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
|
||||||||
2012
|
2011
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
Sales of petroleum and natural gas products
|
||||||||
(other than long term sales of natural gas and
|
||||||||
liquefied natural gas) (Note d)
|
73,415 | 66,627 | ||||||
Long term sales of natural gas
|
||||||||
and liquefied natural gas (Note e)
|
2,385 | 2,925 | ||||||
75,800 | 69,552 |
|
(iv)
|
Transactions with CNOOC Finance Corporation Limited (“CNOOC Finance”)
|
|
(a)
|
Interest income received by the Group
|
Six months ended 30 June
|
||||||||
2012
|
2011
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
Interest income from deposits in CNOOC Finance (Note f)
|
134 | 40 |
|
(b)
|
Deposits made by the Group
|
30 June
|
31 December
|
|||||||
2012
|
2011
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
Deposits in CNOOC Finance (Note f)
|
17,369 | 9,800 |
(v)
|
Balances with CNOOC Group
|
30 June
|
31 December
|
|||||||
2012
|
2011
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
Amount due to CNOOC
|
||||||||
– included in other payables and accrued liabilities
|
77 | 456 | ||||||
Amounts due to other related parties
|
||||||||
– included in trade and accrued payables
|
8,742 | 11,075 | ||||||
8,819 | 11,531 | |||||||
Amounts due from other related parties
|
||||||||
– included in trade receivables
|
11,223 | 10,058 | ||||||
– included in other current assets
|
297 | 254 | ||||||
11,520 | 10,312 |
(vi)
|
Balances with a joint venture
|
30 June
|
31 December
|
|||||||
2012
|
2011
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
Amounts due from a joint venture
|
||||||||
– included in held-to-maturity financial assets
|
44 | 44 |
(vii)
|
Transactions and balances with other state-owned entities
|
30 June
|
31 December
|
|||||||
2012
|
2011
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
Cash and cash equivalents
|
9,036 | 12,524 | ||||||
Time deposits with financial institutions
|
15,976 | 14,976 | ||||||
25,012 | 27,500 | |||||||
Short-term loans
|
12,460 | 11,153 |
(viii)
|
Key management personnel’s remuneration
|
Six months ended 30 June
|
||||||||
2012
|
2011
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
Short term employee benefits
|
8 | 9 | ||||||
Pension scheme contributions
|
– | – | ||||||
Amount paid/payable during the period
|
8 | 9 | ||||||
Share option benefits
|
33 | 48 | ||||||
Total compensation
|
41 | 57 |
|
Notes:
|
|
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 Group 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 (formerly known as “CNOOC Oil Base Group 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 CNOOC Group. Individual sales contracts were entered into from time to time between the Group and 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.
|
|
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 20 August 2010, CNOOC Finance continues to provide to the Group settlement, depository, discounting, loans and entrustment loans services. The renewal agreement is effective from 1 January 2011 to 31 December 2013. The depository services were exempted from independent shareholders’ approval requirements under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). The stated deposits in (iv) (b) above represent the maximum daily outstanding balance for deposits (including accrued interest, excluding funds placed for the purpose of extending entrustment loan services) during the period.
|
20.
|
COMMITMENTS AND CONTINGENCIES
|
|
(i)
|
Capital commitments
|
30 June
|
31 December
|
|||||||
2012
|
2011
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
Contracted, but not provided for*
|
28,043 | 15,219 | ||||||
Authorised, but not contracted for
|
57,680 | 59,584 | ||||||
* The amount includes the estimated payments with respect to the Group’s exploration and production licenses to the Ministry of Land and Resources of the PRC for the next five years.
|
30 June
|
31 December
|
|||||||
2012
|
2011
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
Contracted, but not provided for
|
471 | – | ||||||
Authorised, but not contracted for
|
684 | 1,384 |
|
(ii)
|
Operating lease commitments
|
|
(a)
|
Office properties
|
30 June
|
31 December
|
|||||||
2012
|
2011
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
Commitments due:
|
||||||||
Within one year
|
202 | 191 | ||||||
In the first to second years, inclusive
|
38 | 30 | ||||||
After the second but before the fifth years, inclusive
|
24 | 18 | ||||||
After the fifth year
|
1 | 2 | ||||||
265 | 241 |
30 June
|
31 December
|
|||||||
2012
|
2011
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
Commitments due:
|
||||||||
Within one year
|
34 | 7 | ||||||
In the first to second years, inclusive
|
25 | 6 | ||||||
After the second but before the fifth years, inclusive
|
42 | 11 | ||||||
101 | 24 |
|
(b)
|
Plant and equipment
|
30 June
|
31 December
|
|||||||
2012
|
2011
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
Commitments due:
|
||||||||
Within one year
|
541 | 783 | ||||||
In the first to second years, inclusive
|
452 | 444 | ||||||
After the second but before the fifth years, inclusive
|
691 | 606 | ||||||
After the fifth year
|
1,333 | 313 | ||||||
3,017 | 2,146 |
|
(iii)
|
Contingencies
|
|
(a)
|
On 8 January 2006, the Company signed a definitive agreement with South Atlantic Petroleum Limited (“SAPETRO”) to acquire a 45% working interest in the Offshore Oil Mining Lease 130 (“OML130”) in Nigeria (the “OML130 Transaction”) and the OML130 Transaction was completed on 20 April 2006.
|
|
In 2007, a local tax office in Nigeria (the “Nigerian Local Tax Office”) conducted a tax audit on SAPETRO. According to the preliminary tax audit results, the Nigerian Local Tax Office has raised a disagreement with the tax filings made for the OML130 Transaction.
|
|
The tax audit assessment made by the Nigerian Local Tax Office has been contested by the Company in accordance with Nigerian laws. The Company then filed a suit in the Nigerian Federal High Court. In March 2011, the Nigeria Federal High Court delivered a binding judgement in favour of the Company, agreeing that the Company is not subject to Value Added Tax for the OML130 Transaction. The judgement was appealed by counterparties. After seeking legal advice, the Company’s management believes that the Company has reasonable grounds in defending for such an appeal. Consequently, no provision has been made for any expenses which might arise as a result of the dispute.
|
|
(b)
|
On 26 October 2011, the Company received notice of assessment from Federal Inland Revenue Service of Nigeria (“FIRS”), confirming that the effective Petroleum Profit Tax (“PPT”) and
|
|
(c)
|
The Company has extended interest-free intercompany loans to CNOOC International Limited, a wholly-owned subsidiary, to provide onward funding to its subsidiaries domiciled outside the PRC. Upon receipt of the Chinese resident enterprise approval, the Company may be liable to pay taxes on the deemed interest income for the intercompany loan to CNOOC International Limited starting from 1 January 2008. The Company is currently applying to, and awaiting confirmation from its in-charge tax authority for an exemption on this possible deemed interest income. In July 2011, the Company completed the transfer of the interest-free intercompany loans to the capital investment in CNOOC International Limited, in order to reduce the future tax exposure arising from any deemed interest income for the intercompany loans.
|
|
(d)
|
Two oil spill accidents occurred on 4 June and 17 June 2011 respectively at Platforms B and C of Penglai 19-3 oilfield, which is being operated under a production sharing contract (“PSC”) among CNOOC China Limited, the subsidiary of the Company, and two subsidiaries of ConocoPhillips (“ConocoPhillips”), the US based oil company, among which ConocoPhillips China Inc. (“COPC”) is the operator and responsible for the daily operations of the oilfield.
|
|
On 21 June 2012, the State Oceanic Administration of the PRC announced the Accident Investigation and Settlement Report by a Joint Investigation Team on the Penglai 19-3 Oilfield Oil Spill Accidents, pointing out that “the Joint Investigation Team has concluded that COPC violated the oilfield Overall Development Program, had defects in its operation procedures and management, and failed to take necessary precautionary measures against foreseen risks, all of which eventually resulted in the oil spills. The Penglai 19-3 Oilfield Oil Spill Accidents were accidents involving liabilities, causing significant marine pollution by oil spill. Pursuant to the PSC, COPC (the operator of the oilfield) shall bear full responsibility for the oil spill accidents.”
|
|
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 these financial statements, the Company believes that it is not possible to determine provisions, if any, for the above mentioned accidents in these 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 these financial statements.
|
21.
|
SEGMENT INFORMATION
|
Independent operations
Six months ended 30 June |
Joint arrangements
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 |
|||||||||||||||||||||||||||||||||||||||||||
2012
|
2011
|
2012
|
2011
|
2012
|
2011
|
2012
|
2011
|
2012
|
2011
|
2012
|
2011
|
|||||||||||||||||||||||||||||||||||||
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
|||||||||||||||||||||||||||||||||||||
Segment revenue
|
||||||||||||||||||||||||||||||||||||||||||||||||
Sales to external
|
||||||||||||||||||||||||||||||||||||||||||||||||
customers:
|
||||||||||||||||||||||||||||||||||||||||||||||||
Oil and gas sales
|
59,123 | 56,731 | 36,535 | 40,299 | – | – | – | – | – | – | 95,658 | 97,030 | ||||||||||||||||||||||||||||||||||||
Marketing revenues
|
– | – | – | – | 21,884 | 27,110 | – | – | – | – | 21,884 | 27,110 | ||||||||||||||||||||||||||||||||||||
Intersegment revenues
|
– | – | 7,620 | 10,114 | – | – | – | – | (7,620 | ) | (10,114 | ) | – | – | ||||||||||||||||||||||||||||||||||
Other income
|
1 | 149 | 674 | 223 | – | – | 51 | 56 | – | – | 726 | 428 | ||||||||||||||||||||||||||||||||||||
Total
|
59,124 | 56,880 | 44,829 | 50,636 | 21,884 | 27,110 | 51 | 56 | (7,620 | ) | (10,114 | ) | 118,268 | 124,568 | ||||||||||||||||||||||||||||||||||
Segment results
|
||||||||||||||||||||||||||||||||||||||||||||||||
Profit before tax
|
27,328 | 30,188 | 24,611 | 31,035 | 104 | 84 | 786 | 883 | (7,620 | ) | (10,114 | ) | 45,209 | 52,076 | ||||||||||||||||||||||||||||||||||
Profit for the period
|
27,328 | 30,188 | 24,611 | 31,035 | 104 | 84 | (12,554 | ) | (11,850 | ) | (7,620 | ) | (10,114 | ) | 31,869 | 39,343 | ||||||||||||||||||||||||||||||||
Independent operations
|
Joint arrangements
|
Trading business
|
Corporate
|
Eliminations
|
Consolidated
|
|||||||||||||||||||||||||||||||||||||||||||
30 June
|
31 December
|
30 June
|
31 December
|
30 June
|
31 December
|
30 June
|
31 December
|
30 June
|
31 December
|
30 June
|
31 December
|
|||||||||||||||||||||||||||||||||||||
2012 | 2011 | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | 2012 | 2011 | |||||||||||||||||||||||||||||||||||||
(Unaudited)
|
(Audited)
|
(Unaudited)
|
(Audited)
|
(Unaudited)
|
(Audited)
|
(Unaudited)
|
(Audited)
|
(Unaudited)
|
(Audited)
|
(Unaudited)
|
(Audited)
|
|||||||||||||||||||||||||||||||||||||
Other segment
|
||||||||||||||||||||||||||||||||||||||||||||||||
information
|
||||||||||||||||||||||||||||||||||||||||||||||||
Segment assets
|
100,232 | 100,629 | 192,548 | 178,164 | 3,314 | 4,232 | 118,127 | 101,239 | – | – | 414,221 | 384,264 |
22.
|
SUBSEQUENT EVENTS
|
|
(a)
|
On 23 July 2012, the Company, CNOOC Canada Holding Ltd. and Nexen Inc. entered into the Arrangement Agreement in relation to the proposed acquisition by the Company (through its wholly-owned subsidiary, CNOOC Canada Holding Ltd.) of all the Nexen Inc. common shares and (if the Preferred Shareholder Resolution is passed) preferred shares, pursuant to a plan of arrangement under the Canada Business Corporations Act. The aggregate value of the consideration of the proposed acquisition is approximately US$15.1 billion (approximately HK$117.2 billion), and is to be payable in cash. The current indebtedness of Nexen Inc. of approximately US$4.3 billion (approximsately HK$33.6 billion) will remain outstanding. Completion of the acquisition is conditional on, amongst others, all necessary governmental and regulatory approvals.
|
|
(b)
|
On 3 August 2012, CNOOC China Limited, a wholly-owned subsidiary of the Company, entered into the Coalbed Methane Resources Exploration and Development Cooperation Agreement (“Cooperation Agreement”) with China United Coalbed Methane Corporation Limited (“CUCBM”) in connection with the exploration, development, production and sale of Coalbed Methane (“CBM”) and CBM products within the contract areas (as defined in the Cooperation Agreement). The Cooperation Agreement and the transactions contemplated thereunder were approved by independent shareholders of the Company on 21 August 2012. As at the date of the Cooperation Agreement, CNOOC China Limited expected to incur total expenses of RMB9,933.3 million (being (1) RMB9,713.3 million for the initial three years of the five years exploration period, plus (2) the minimum exploration costs of RMB220 million as required under the applicable PRC laws and regulations for the remaining two years of the exploration period). CUCBM is a connected person of the Company, hence the Cooperation Agreement constitutes a connected transaction of the Company under the Listing Rules.
|
23.
|
APPROVAL OF INTERIM FINANCIAL STATEMENTS
|
No. of shares
|
No. of shares
|
Closing price
|
|||||||||||||||||
involved in
|
involved in
|
per share
|
|||||||||||||||||
the options
|
the options
|
immediately
|
|||||||||||||||||
outstanding at
|
outstanding at
|
before the
|
|||||||||||||||||
the beginning
|
the end of
|
Date of
|
Exercise period
|
date of
|
Exercise
|
||||||||||||||
Name of grantee
|
of the period
|
the period
|
grant
|
of share option*
|
grant (HK$)
|
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 | 1,150,000 |
24 February 2003
|
24 February 2003 to 24 February 2013
|
2.09 | 2.108 | |||||||||||||
1,150,000 | 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 | ||||||||||||||
Zhou Shouwei
|
1,750,000 | 1,750,000 |
24 February 2003
|
24 February 2003 to 24 February 2013
|
2.09 | 2.108 | |||||||||||||
1,750,000 | 1,750,000 |
5 February 2004
|
5 February 2004 to 5 February 2014
|
3.13 | 3.152 | ||||||||||||||
2,450,000 | 2,450,000 |
31 August 2005
|
31 August 2005 to 31 August 2015
|
5.75 | 5.62 | ||||||||||||||
2,700,000 | 2,700,000 |
14 June 2006
|
14 June 2006 to 14 June 2016
|
5.30 | 5.56 | ||||||||||||||
2,835,000 | 2,835,000 |
25 May 2007
|
25 May 2007 to 25 May 2017
|
7.43 | 7.29 | ||||||||||||||
2,835,000 | 2,835,000 |
29 May 2008
|
29 May 2008 to 29 May 2018
|
14.20 | 14.828 | ||||||||||||||
1,800,000 | 1,800,000 |
27 May 2009
|
27 May 2009 to 27 May 2019
|
9.33 | 9.93 | ||||||||||||||
1,800,000 | 1,800,000 |
20 May 2010
|
20 May 2010 to 20 May 2020
|
12.22 | 12.696 |
No. of shares
|
No. of shares
|
Closing price
|
|||||||||||||||||
involved in
|
involved in
|
per share
|
|||||||||||||||||
the options
|
the options
|
immediately
|
|||||||||||||||||
outstanding at
|
outstanding at
|
before the
|
|||||||||||||||||
the beginning
|
the end of
|
Date of
|
Exercise period
|
date of
|
Exercise
|
||||||||||||||
Name of grantee
|
of the period
|
the period
|
grant
|
of share option*
|
grant (HK$)
|
price (HK$)
|
|||||||||||||
Wu Zhenfang
|
800,000 | 800,000 |
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 | ||||||||||||||
1,800,000 | 1,800,000 |
27 May 2009
|
27 May 2009 to 27 May 2019
|
9.33 | 9.93 | ||||||||||||||
1,800,000 | 1,800,000 |
20 May 2010
|
20 May 2010 to 20 May 2020
|
12.22 | 12.696 | ||||||||||||||
Independent Non-executive Directors
|
|||||||||||||||||||
Chiu Sung Hong
|
1,150,000 | 1,150,000 |
5 February 2004
|
5 February 2004 to 5 February 2014
|
3.13 | 3.152 | |||||||||||||
Other Employees
|
|||||||||||||||||||
in Aggregate
|
10,649,966 | 10,649,966 |
24 February 2003
|
24 February 2003 to 24 February 2013
|
2.09 | 2.108 | |||||||||||||
17,649,934 | 17,649,934 |
5 February 2004
|
5 February 2004 to 5 February 2014
|
3.13 | 3.152 | ||||||||||||||
27,230,000 | 27,230,000 |
31 August 2005
|
31 August 2005 to 31 August 2015
|
5.75 | 5.62 | ||||||||||||||
40,370,000 | 39,870,000 |
14 June 2006
|
14 June 2006 to 14 June 2016
|
5.30 | 5.56 | ||||||||||||||
47,848,000 | 46,798,000 |
25 May 2007
|
25 May 2007 to 25 May 2017
|
7.43 | 7.29 | ||||||||||||||
59,283,000 | 58,233,000 |
29 May 2008
|
29 May 2008 to 29 May 2018
|
14.20 | 14.828 | ||||||||||||||
73,776,000 | 72,376,000 |
27 May 2009
|
27 May 2009 to 27 May 2019
|
9.33 | 9.93 | ||||||||||||||
90,163,000 | 88,137,000 |
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.
|
Ordinary shares held
|
Percentage of total
issued shares |
||||||||
(i)
|
CNOOC (BVI) Limited
|
28,772,727,268 | 64.45 | % | |||||
(ii)
|
Overseas Oil & Gas Corporation, Ltd. (“OOGC”)
|
28,772,727,273 | 64.45 | % | |||||
(iii)
|
CNOOC
|
28,772,727,273 | 64.45 | % |
1.
|
Pre-Global Offering Share Option Scheme (as defined below);
|
2.
|
2001 Share Option Scheme (as defined below);
|
3.
|
2002 Share Option Scheme (as defined below); and
|
4.
|
2005 Share Option Scheme (as defined below).
|
1.
|
options to subscribe for an aggregate of 23,100,000 shares have been granted; and
|
2.
|
the exercise price for such options is HK$1.19 per share.
|
1.
|
options to subscribe for an aggregate of 44,100,000 shares have been granted; and
|
2.
|
the exercise price for such options is HK$1.232 per share.
|
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
|
Wang Yilin
|
Appointed as Chairman of Nomination Committee of the Company on 28 March 2012
|
Zhou Shouwei
|
Resigned as Chairman of Nomination Committee of the Company on 28 March 2012
|
By Order of the Board
Zhong Hua
Joint Company Secretary
|