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2016 Annual Report on Form 20-F of CNOOC

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2016 Annual Report on Form 20-F of CNOOC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR : ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________________ to _______________ OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report ________________ Commission File Number 1-14966 CNOOC LIMITED 中國海洋石油有限公司 (Exact name of Registrant as specified in its charter) N/A (Translation of Registrant’s name into English) Hong Kong (Jurisdiction of incorporation or organization) 65th Floor, Bank of China Tower One Garden Road, Central Hong Kong (Address of principal executive offices) Jiewen Li 65th Floor, Bank of China Tower One Garden Road, Central Hong Kong Tel +852 2213 2500 Fax +852 2525 9322 (Name, telephone, e-mail and/or facsimile number and address of company contact person) Securities registered or to be registered pursuant to Section 12(b) of the Act. Title of each class Name of each exchange on which registered American depositary shares, each representing 100 shares New York Stock Exchange, Inc. Shares New York Stock Exchange, Inc.(1) Securities registered or to be registered pursuant to Section 12(g) of the Act. None (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. Shares 44,647,455,984 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes : No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No : Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant is required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes : No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No : Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer : Accelerated filer Non-accelerated filer Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP International Financial Reporting Standards as issued by the International Accounting Standards Board : Other If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has elected to follow. Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No : ________________ (1) Not for trading, but only in connection with the registration of American depositary shares. Table of Contents Page TERMS AND CONVENTIONS 4 SPECIAL NOTE ON THE FINANCIAL INFORMATION AND CERTAIN STATISTICAL INFORMATION PRESENTED IN THIS ANNUAL REPORT 10 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 11 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 11 ITEM 3. KEY INFORMATION 11 A. Selected Financial Data 11 B. Capitalization and Indebtedness 14 C. Reasons for the Offer and Use of Proceeds 14 D. Risk Factors 14 ITEM 4. INFORMATION ON THE COMPANY 19 A. History and Development 19 B. Business Overview 21 C. Organizational Structure 56 D. Property, plants and equipment 56 ITEM 4A. UNRESOLVED STAFF COMMENTS 57 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 57 A. Operating Results 57 B. Liquidity and Capital Resources 69 C. Research and Development, Patents and Licenses, etc. 72 D. Trend Information 72 E. Off-Balance Sheet Arrangements 73 F. Tabular Disclosure of Contractual Obligations 73 G. Safe Harbor 73 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 73 A. Directors and Senior Management 73 B. Compensation 83 C. Board Practice 83 D. Employees 86 E. Share Ownership 86 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 87 A. Major Shareholders 87 B. Related Party Transactions 88 C. Interests of Experts and Counsel 92 ITEM 8. FINANCIAL INFORMATION 92 A. Consolidated Statements and Other Financial Information 92 B. Significant Changes 95 ITEM 9. THE OFFER AND LISTING 95 ITEM 10. ADDITIONAL INFORMATION 96 A. Share Capital 96 B. Memorandum and Articles of Association 96 C. Material Contracts 99 D. Exchange Controls 99 E. Taxation 99 F. Dividends and Paying Agents 104 G. Statement by Experts 104 H. Documents on Display 104 I. Subsidiary Information 104 ITEM 11. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK 104 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 105 A. Debt Securities 105 B. Warrants and Rights 106 C. Other Securities 106 D. American Depositary shares 106 PART II 107 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 107 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 108 A. Material Modifications to the Instruments Defining the Rights of Security Holders 108 2 B. Material Modifications to the Rights of Registered Securities by Issuing or Modifying any Other Class of Securities 108 C. Withdrawal or Substitution of a Material Amount of the Assets Securing any Registered Securities 108 D. Change of Trustees or Paying Agents for any Registered Securities 108 E. Use of Proceeds 108 ITEM 15. CONTROLS AND PROCEDURES 108 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 109 ITEM 16B. CODE OF ETHICS 109 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 109 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 110 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 110 ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT 110 ITEM 16G. CORPORATE GOVERNANCE 110 ITEM 16H. MINE SAFETY DISCLOSURE 110 PART III 111 ITEM 17. FINANCIAL STATEMENTS 111 ITEM 18. FINANCIAL STATEMENTS 111 ITEM 19. EXHIBITS 111 3 Table of Contents TERMS AND CONVENTIONS Definitions Unless the context otherwise requires, references in this annual report to: z “CNOOC” are to our controlling shareholder, China National Offshore Oil Corporation, a PRC state-owned enterprise, or China National Offshore Oil Corporation and its subsidiaries (excluding us and our subsidiaries), as the case may be; z “CNOOC Limited” are to CNOOC Limited, a Hong Kong limited liability company and the registrant of this annual report; z “Our company”, “Company”, “Group”, “we”, “our” or “us” are to CNOOC Limited and its subsidiaries; z “ADRs” are to the American depositary receipts that evidence our ADSs; z “ADSs” are to our American depositary shares, each of which represents 100 shares; z “Cdn$” are to Canadian dollar, the legal currency of Canada; z “China” or “PRC” are to the People’s Republic of China, excluding for purposes of geographical reference in this annual report, the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan; z “Hong Kong” are to the Hong Kong Special Administrative Region of the People’s Republic of China; z “Hong Kong Stock Exchange” or “HKSE” are to The Stock Exchange of Hong Kong Limited; z “HK$” are to Hong Kong dollar, the legal currency of the Hong Kong Special Administrative Region; z “HKICPA” are to the Hong Kong Institute of Certified Public Accountants; z “HKFRS” are to all Hong Kong Financial Reporting Standards and Hong Kong Accounting Standards and Interpretations approved by the Council of the HKICPA; z “IASB” are to the International Accounting Standards Board; z “IFRS” are to all International Financial Reporting Standards, including International Accounting Standards and Interpretations, as issued by the International Accounting Standards Board; z “Nexen” are to Nexen Energy ULC and the companies under its management, unless otherwise expressly provided or the context of this annual report otherwise requires; z “NYSE” are to the New York Stock Exchange; z “Rmb” are to Renminbi, the legal currency of the PRC; z “TSX” are to the Toronto Stock Exchange; and z “US$” are to U.S. dollar, the legal currency of the United States of America. 4 Table of Contents Conventions We publish our financial statements in Renminbi. Unless otherwise indicated, we have translated amounts from Renminbi into U.S. dollars solely for the convenience of the reader at the noon buying rate for cable transfers of Renminbi per U.S. dollar certified for customs purposes by the Federal Reserve Bank of New York, as set forth in the H.10 weekly statistical release of the Federal Reserve Board on December 31, 2016 of US$1.00=Rmb 6.9430.
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