UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
of
the Securities Exchange Act of 1934
For
the
month of November 2007
Commission
File Number 1-14966
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CNOOC
Limited
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(Translation
of registrant’s name into English)
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65th
Floor
Bank
of China Tower
One
Garden Road
Central,
Hong Kong
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(Address
of principal executive offices)
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Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
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Form
20-F X Form 40-F
___
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): ____
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7): ____
Indicate
by check mark whether by furnishing the information contained in this Form,
the
registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
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Yes
___ No X
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If
"Yes"
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): Not applicable
Signature
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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CNOOC
Limited
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||||||||
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Date:
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November 09,
2007
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By:
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/s/ Kang
Xin
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|||||
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Name:
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Kang
Xin
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Title:
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Company
Secretary
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EXHIBIT
INDEX
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Exhibit
No.
|
Description
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99.1
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Announcement
dated November 8, 2007, entitled "Revised Cap for a Category
of Continuing
Connected Transactions in Respect of 2007 and Renewal of Continuing
Connected Transactions in Respect of 2008 to
2010."
|
Exhibit
99.1
The
Stock Exchange of Hong Kong Limited takes no responsibility for the contents
of
this announcement, makes no representation as to its accuracy or completeness
and expressly disclaims any liability whatsoever for any loss howsoever
arising
from or in reliance upon the whole or any part of the contents of this
announcement.
(Incorporated
in Hong Kong with limited liability under the Companies
Ordinance)
(Stock
Code: 883)
REVISED
CAP FOR A CATEGORY OF CONTINUING CONNECTED
TRANSACTIONS
IN RESPECT OF 2007
AND
RENEWAL
OF CONTINUING CONNECTED TRANSACTIONS IN RESPECT OF
2008
TO 2010
|
REVISED
CAP FOR A CATEGORY OF CONTINUING CONNECTED TRANSACTIONS IN RESPECT
OF
2007
Reference
is made to the 2005 Circular in relation to the Continuing Connected
Transactions between the Group and CNOOC and/or its Associates.
These
Continuing Connected Transactions include the Relevant Category
(being the
“Provision of exploration and support services” category) as described
below.
CNOOC
indirectly owns approximately 65.08% of the issued share capital
of the
Company. Accordingly, CNOOC is a connected person of the Company
and
transactions between CNOOC and/or its Associates and the Group
constitute
connected transactions of the Company for the purpose of the
Listing
Rules. The Independent Shareholders approved the non-exempt continuing
connected transactions (which included the Relevant Category)
with CNOOC
and/or its Associates and the relevant annual caps at the 2005
EGM.
The
value of continuing connected transactions under the Relevant
Category is
subject to annual caps as approved at the 2005 EGM. Independent
Shareholders' approval will be required if any of the annual
caps needs to
be revised pursuant to Chapter 14A of the Listing Rules.
The
Directors have been monitoring the value of the Company’s Continuing
Connected Transactions. With the estimated increase
(particularly in the second half of 2007) in the level of exploration
activities by the Group within the PRC, the rise of exploration
costs and
the expansion of overseas exploration, and taking into account
the fact
that, based on historical trends, the amount of transactions
for the
second half of each year often accounts for more than two-thirds
of the
value for the full year, the Directors consider that the existing
annual
cap in respect of 2007 for one of the categories of Continuing
Connected
Transactions, namely the Relevant Category, may possibly be insufficient
for the Group’s requirements for the whole year. In particular, the
Directors note that the Group leased a large number of additional
drilling
vessels (being the major equipment required for drilling services)
for
provision of drilling services in the second half of 2007 as
they became
available, and took on the opportunity to increase its exploration
efforts
in offshore China, and it is expected that most of the services
will be
completed in the last quarter of 2007 and invoiced in December
2007. The Directors therefore propose that the existing annual
cap for the Relevant Category in respect of 2007 be revised in order
to cater for
the Group's
|
1
| demand
for the year ending 31 December 2007.
RENEWAL
OF CONTINUING CONNECTED TRANSACTIONS IN RESPECT OF 2008 TO
2010
Reference
is made to the 2005 Circular in relation to Continuing Connected
Transactions between the Group and CNOOC and/or its
Associates. As mentioned above, the Independent Shareholders
had approved the Non-exempt Continuing Connected Transactions
(except the
category "FPSO vessel leases" which were previously exempted
from
Independent Shareholders’ approval requirement as detailed in the 2005
Circular) between the Group and CNOOC and/or its Associates and
the
relevant annual caps for the two years ending 31 December 2007
at the 2005
EGM. The Independent Shareholders had also approved the revised
caps for the two years ending 31 December 2007 for one of the
categories
of continuing connected transactions "Sales of petroleum and
natural gas
products (other than long term sales of natural gas and liquefied
natural
gas)" at the extraordinary general meeting held on 29 September
2006.
The
Company expects to continue the Continuing Connected Transactions
after 31
December 2007 and therefore will, in accordance with the Listing
Rules,
re-comply with the provisions of Chapter 14A of the Listing Rules
in
relation to the Continuing Connected Transactions for the next
three years
(i.e. from 1 January 2008 to 31 December 2010), including disclosing
further information thereof in this announcement, seeking Independent
Shareholders’ approval for the Non-exempt Continuing Connected
Transactions (including the relevant Proposed Caps).
APPROVAL
BY INDEPENDENT SHAREHOLDERS
As
CNOOC indirectly owns an aggregate of approximately 65.08% of
the issued
share capital of the Company, the Revised Cap for the Relevant
Category
and the Non-exempt Continuing Connected Transactions (including
the
relevant Proposed Caps) are subject to approval from the Independent
Shareholders under the Listing Rules. In view of the interests
of CNOOC held indirectly through OOGC and CNOOC BVI, OOGC, CNOOC
BVI and
their respective Associates will abstain from voting in relation
to the
resolutions approving the Revised Cap for the Relevant Category
and the
Non-exempt Continuing Connected Transactions (including the relevant
Proposed Caps).
An
Independent Board Committee has been formed to advise the Independent
Shareholders in connection with the Revised Cap for the Relevant
Category
and the Non-exempt Continuing Connected Transactions (including
the
relevant Proposed Caps), and Somerley Limited has been appointed
as the
Independent Financial Adviser to advise the Independent Board
Committee
and the Independent Shareholders on the same.
A
circular containing, amongst other things, further information
on the
terms of the Revised Cap for the Relevant Category and the Continuing
Connected Transactions, a letter from the Independent Board Committee,
an
opinion of Somerley Limited, the Independent Financial Advisor,
together
with a notice to convene an extraordinary general meeting to
approve the
Revised Cap and the Non-exempt Continuing Connected Transactions
(including the relevant Proposed Caps), is expected to be issued
to the
Shareholders as soon as
practicable.
|
2
REVISED
CAP FOR A CATEGORY OF CONTINUING CONNECTED TRANSACTIONS IN RESPECT OF
2007
Background
Reference
is made to the 2005 Circular in relation to Continuing Connected Transactions
between the Group and CNOOC and/or its Associates. These Continuing Connected
Transactions include the Relevant Category (being the “Provision of exploration
and support services” category) as described below.
CNOOC
indirectly owns approximately 65.08% of the issued share capital of the
Company. Accordingly, CNOOC is a
connected person of the Company and transactions between CNOOC and/or its
Associates and the Group constitute connected transactions of the Company
for
the purposes of the Listing Rules. The Independent Shareholders approved
the
non-exempt continuing connected transactions (which included the Relevant
Category) with CNOOC and/or its Associates and the relevant annual caps
at the
2005 EGM.
The
value
of continuing connected transactions under the Relevant Category is subject
to
annual caps as approved at the 2005 EGM. Independent Shareholders'
approval will be required if any of the annual caps needs to be revised
pursuant
to Chapter 14A of the Listing Rules.
The
Directors have been monitoring the value of the Company’s Continuing Connected
Transactions. With the estimated increase (particularly in the second half
of
2007) in the level of exploration activities by the Group within the PRC,
the
rise of exploration costs and the expansion of overseas exploration, and
taking
into account the fact that, based on historical trends, the amount of
transactions for the second half of each year often accounts for more than
two-thirds of the value for the full year, the Directors consider that
the
existing annual cap in respect of 2007 for one of the categories of Continuing
Connected Transactions, namely the Relevant Category, may possibly be
insufficient for the Group’s requirements for the whole year. In particular, the
Directors note that the Group leased a large number of additional drilling
vessels (being the major equipment required for drilling services) for
provision
of drilling services in the second half of 2007 as they became available,
and
took on the opportunity to increase its exploration efforts in offshore
China,
and it is expected that most of the services will be completed in the last
quarter of 2007 and invoiced in December 2007. The Directors
therefore propose that the existing annual cap for the Relevant Category
in
respect of 2007 be revised in order to cater for the Group's demand for
the year
ending 31 December 2007.
The
Company entered into a comprehensive framework agreement on 8 December
2005 with
each of CNOOC, COSL and CNOOC Engineering for the provision (1) by the
Group to
CNOOC and/or its Associates and (2) by CNOOC and/or its Associates to the
Group,
of a range of products and services which may be required and requested
from
time to time by either party and/or its Associates, details of which are
set out
in the 2005 Circular.
The
term
of each of the comprehensive framework agreements was for a period of two
years
from 1 January 2006. The comprehensive framework agreements and respective
annual caps for each category of continuing connected transactions were
approved
by the Independent Shareholders at the 2005 EGM. The Continuing Connected
Transactions under the comprehensive framework agreements included the
Relevant
Category.
The
Relevant Category – Provision of exploration and support services by CNOOC
and/or its Associates to the Group
As
disclosed in the 2005 Circular, since the establishment of CNOOC, certain
Associates of CNOOC specialising in exploration, oil and gas development,
oil
and gas production, as well as marketing, management and ancillary services
provided these services to the Group through
3
bidding
process (which generally involves inviting potential suppliers to provide
their
qualifications in the relevant field of services, selecting suitable suppliers
based on a review of their qualifications and inviting them for bidding,
evaluating the bidding documents and quotations, and awarding the contract
to
the bidder who offered the best commercial terms and technical terms to
the
Company). Depending on the total value of the bid, an independent
committee comprising outside specialists may also be involved. The services provided
by
CNOOC and/or its Associates to the Group on exploration operations
include:
|
·
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well
site survey;
|
|
·
|
seismic
data acquisition and processing;
|
|
·
|
integrated
exploration research services;
|
|
·
|
exploration
well operation;
|
|
·
|
related
technical services on exploration
well;
|
|
·
|
tow-boat,
transportation and safety services;
and
|
|
·
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other
related technical and supporting
services.
|
For
the
two years ended 31 December 2006, the six months ended 30 June 2007 and
the nine
months ended 30 September 2007, the charges for provision of the above
services
and payable to CNOOC and/or its Associates were approximately RMB1,290
million,
RMB1,940 million, RMB848 million and RMB1,491million, respectively.
Pricing
of services provided by CNOOC and/or its Associates to the Group under
the
Relevant Category
The
Relevant Category of continuing connected transactions referred to above
relate
to services provided by CNOOC and/or its Associates to the Group. In general,
the services provided by CNOOC and/or its Associates to the Group are based
on
arm’s length negotiations with CNOOC and/or its Associates on normal commercial
terms, or on terms no less favourable than those available to the Group
from
independent third parties, under prevailing local market conditions, including
considerations such as volume of sales, length of contracts, package of
services, overall customer relationship and other market factors.
If,
for
any reason, the above pricing principle for a particular service ceases
to be
applicable or there is no open market for such services, whether due to
a change
in circumstances or otherwise, such service must then be provided in accordance
with the following general pricing principles:
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(i)
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state-prescribed
prices; or
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(ii)
|
where
there is no state-prescribed price, market prices, including
the local,
national or international market prices; or
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(iii)
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when
neither (i) nor (ii) is applicable, the cost to CNOOC and/or
its
Associates for providing the relevant services (including the
cost of
sourcing or purchasing from third parties) plus a margin of
not more than
10%, before any applicable
taxes.
|
The
Company expects that the pricing principles relating to any future contract
with
CNOOC and/or its Associates will be on a similar basis.
It
is
envisaged that from time to time and as required, individual agreements
will be
entered into between CNOOC and/or its Associates and the relevant members
of the
Group. Each agreement will set out the specific services requested by
the relevant party and any detailed technical and other specifications
which may
be relevant to those services. The agreements will be consistent in all
material
respects with the guidelines and terms and conditions as set out
above.
4
Revised
Cap and rationale
The
Board
has proposed that the following Revised Cap in respect of the Relevant
Category
be set as the maximum annual value of such transactions for the year ending
31
December 2007:
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Continuing
connected
transactions
|
Historical
amount
|
Existing
2007
Annual
Cap
|
Revised
Cap
in
respect of 2007
|
Basis
of determination of the Revised Cap
|
||||
|
Provision
of exploration and support services by CNOOC and/or its Associates
to the
Group
|
For
the two years ended 31 December 2006, the six months ended 30
June 2007 and the nine months ended 30 September 2007, RMB1,290
million,
RMB1,940 million, RMB848 million and RMB1,491 million,
respectively
|
For
the year ending 31 December 2007, RMB2,293
million
|
For
the year ending 31 December 2007, RMB3,500
million
|
The
Revised Cap has been determined with reference to previous transactions
conducted and transaction amounts in respect of the exploration
and
support services provided by CNOOC and/or its Associates to the
Group; the
estimated increase in the level of exploration activities by
the Group
within the PRC, the rise of exploration costs and the expansion
of
overseas exploration. In particular, the Directors note that
the Group leased a large number of additional drilling vessels
(being the
major equipment required for drilling services) for provision
of drilling
services in the second half of 2007 as they become available,
and took on
the opportunity to increase its exploration efforts in offshore
China, and
it is expected that most of the services will be expected to
be completed
in the last quarter of 2007 and invoiced in December 2007. Based
on historical trends, the amount of transactions for the second
half of
each year often accounts for more than two-thirds of the value
for the
full year. In light of this factor and the basis as set out above,
the
Directors consider that such existing annual cap may possibly
be
insufficient for the Group's requirements for the whole year.
The
Directors are of the view that the proposed Revised Cap provides
sufficient increment for the Group to capture the Group’s needs for the
year ending 31 December 2007.
|
Reasons
for and benefits of the continuing connected transactions under the Relevant
Category
Prior
to
the restructuring of CNOOC and establishment of the Company, CNOOC and/or
its
Associates and the Group operated as an integrated organisation which undertook
numerous intra-group transactions each year. As a consequence of the
restructuring and upon the listing of the Company’s shares on the Stock
Exchange, a number of transactions which have been entered into and which
are to
be entered into between the Group and CNOOC and/or its Associates will
constitute continuing connected transactions for the Company under the
Listing
Rules.
The
continuing connected transactions under the Relevant Category are and will
be
conducted in the ordinary and usual course of business of the Company.
This
category of transactions will continue to be agreed on an arm’s length basis
with terms that are fair and reasonable to the Company. Due to the long-term
relationship between the Group and CNOOC Group, the Directors (excluding
the
independent non-executive Directors) consider that: (a) it is beneficial
to the
5
Company
to
continue to enter into the Relevant Category of continuing connected
transactions as these transactions have facilitated and will continue to
facilitate the operation and growth of the Group’s business; (b) the
continuing connected transactions under the Relevant Category have been
conducted on normal commercial terms or on terms no less favourable than
those
available to the Group from independent third parties, under prevailing
local
market conditions, and were entered into in the ordinary and usual course
of
business of the Group, are fair and reasonable and in the interests of
the
Company and the Shareholders as a whole, and that the Revised Cap for the
Relevant Category is fair and reasonable.
The
independent non-executive Directors constituting the Independent Board
Committee
will give their view after considering the advice from the Independent
Financial
Adviser, and their view will be given in the circular to be despatched
to the
Shareholders.
Disclosure
and Independent Shareholders’ approval requirements
Under
the
Listing Rules, the continuing connected transactions under the Relevant
Category
are subject to reporting, announcement and Independent Shareholders’ approval
requirements. The Company will seek Independent Shareholders’ approval at the
Extraordinary General Meeting for the Revised Cap on the condition
that:
|
1.
|
the annual amount of the continuing connected transactions under the Relevant Category for the year ending 31 December 2007 shall not exceed the Revised Cap; | |
|
2.
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(i)
|
the
above continuing connected transactions will be entered into
in the
ordinary and usual course of business of the Group and either
(A) on
normal commercial terms or (B) if there is no available comparison,
on
terms no less favourable than terms available to the Group from
independent third parties; and
|
|
(ii)
|
the
above continuing connected transactions will be entered into
in accordance
with the relevant agreements and on terms that are fair and reasonable
and
in the interests of the Company and the Shareholders as a
whole.
|
|
The
Company will comply with relevant provisions of the Listing Rules in relation
to
the continuing connected transactions under the Relevant Category.
RENEWAL
OF CONTINUING CONNECTED TRANSACTIONS IN RESPECT OF 2008 TO
2010
Background
Reference
is made to the 2005 Circular in relation to Continuing Connected Transactions
between the Group and CNOOC and/or its Associates. As mentioned
above, the Independent Shareholders had approved the Non-exempt Continuing
Connected Transactions (except the category "FPSO vessel leases" which
were
previously exempted from Independent Shareholders’ approval requirement as
detailed in the 2005 Circular) between the Group and CNOOC and/or its Associates
and the relevant annual caps for the two years ending 31 December 2007
at the
2005 EGM. The Independent Shareholders had also approved the revised
caps for the two years ending 31 December 2007 for one of the categories
of
continuing connected transactions "Sales of petroleum and natural gas products
(other than long term sales of natural gas and liquefied natural gas)"
at the
extraordinary general meeting held on 29 September 2006.
The
Company expects to continue the Continuing Connected Transactions after
31
December 2007 and therefore will, in accordance with the Listing Rules,
re-comply with the provisions of Chapter 14A of the Listing Rules in relation
to
the Continuing Connected Transactions for the next three years (i.e. from
1
January 2008 to 31 December 2010), including disclosing further information
6
thereof
in
this announcement and seeking Independent Shareholders’ approval for the
Non-exempt Continuing Connected Transactions (including the relevant Proposed
Caps).
Continuing
Connected Transactions under the Comprehensive Framework
Agreements
The
Company entered into a Comprehensive Framework Agreement on 8 November
2007 with
each of CNOOC, COSL, BlueChemical and CNOOC Engineering for the provision
(1) by
the Group to CNOOC and/or its Associates and (2) by CNOOC and/or its Associates
to the Group, of a range of products and services which may be required
and
requested from time to time by either party and/or its Associates in respect
of
the Continuing Connected Transactions, the details of which are set out
below.
The term of each of the Comprehensive Framework Agreements is for a period
of
three years from 1 January 2008, and is conditional upon Independent
Shareholders’ approval. The Comprehensive Framework Agreements are
substantially on the same terms as the comprehensive framework agreements
entered into by the Company with each of CNOOC, COSL and CNOOC Engineering
on 8
December 2005, as described in the 2005 Circular.
The
Continuing Connected Transactions under the Comprehensive Framework Agreements
can be categorised as follows:
|
·
|
Provision
of exploration, oil and gas development, oil and gas production
as well as
marketing, management and ancillary services by CNOOC and/or
its
Associates 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; and
(e) FPSO
vessel leases;
|
·
|
Provision
of management, technical, facilities and ancillary services,
including the
supply of materials by the Group to CNOOC and/or its
Associates;
|
|
·
|
Sales
of petroleum and natural gas products by the Group to CNOOC and/or
its
Associates
|
|
|
(a)
|
Sales
of petroleum and natural gas products (other than long term sales
of
natural gas and liquefied natural gas);
and
|
| (b) | Long term sales of natural gas and liquefied natural gas. |
|
Note:
|
The
categories "Provision of exploration and support services", "Provision
of
oil and gas development and support services", "Provision of
oil and gas
production and support services", "FPSO vessel leases", "Sales
of
petroleum and natural gas products (other than long term sales
of natural
gas and liquefied natural gas)" and "Long term sales of natural
gas and
liquefied natural gas" are Non-exempt Continuing Connected Transactions
subject to the reporting, announcement and Independent Shareholders’
approval requirements. The other categories of Continuing
Connected Transactions are exempted from the Independent Shareholders’
approval requirement but are subject to the reporting and announcement
requirements.
|
Since
the
establishment of CNOOC, certain Associates of CNOOC specialising in exploration,
oil and gas development, oil and gas production, as well as marketing,
management and ancillary services provided these services to the Group
through
bidding process (which generally involves inviting potential suppliers
to
provide their qualifications in the relevant field of services, selecting
suitable suppliers based on a review of their qualifications and inviting
them
for bidding,
7
evaluating
the bidding documents and quotations, and awarding the contract to the
bidder
who offered the best commercial terms and technical terms to the
Company). Depending on the total value of the bid, an independent
committee comprising outside specialists may also be involved. The Group
will
continue to use these services provided by Associates of CNOOC, including
but
not limited to COSL, BlueChemical, CNOOC Engineering and COBGL. CNOOC also
provides certain of these services from time to time. The services provided
by
CNOOC and/or its Associates are set out below.
Provision
of exploration, oil and gas development, oil and gas production as well
as
marketing, management and ancillary services by CNOOC and/or its Associates
to
the Group
(a) Provision
of exploration and support services
The
services provided by CNOOC and/or its Associates to the Group on exploration
operations include:
|
·
|
well
site survey;
|
|
·
|
seismic
data acquisition and processing;
|
|
·
|
integrated
exploration research services;
|
|
·
|
exploration
well operation;
|
|
·
|
related
technical services on exploration
well;
|
|
·
|
tow-boat,
transportation and safety services;
and
|
|
·
|
other
related technical and supporting
services.
|
For
the
two years ended 31 December 2006 and the nine months ended 30 September
2007,
the charges for the provision of such exploration and support services
and
payable to CNOOC and/or its Associates were approximately RMB1,290 million,
RMB1,940 million and RMB1,491 million, respectively.
(b) Provision
of oil and gas development and support services
The
services provided by CNOOC and/or its Associates to the Group on oil and
gas
development operations include:
|
·
|
platform
survey;
|
|
·
|
drilling
and completion well operation;
|
|
·
|
related
technical services on drilling and
completion;
|
|
·
|
design,
construction, installation and tuning of production
facilities;
|
|
·
|
shipping
transportation;
|
|
·
|
provision
of materials;
|
|
·
|
integrated
research on development techniques;
and
|
|
·
|
other
related technical and supporting
services.
|
For
the
two years ended 31 December 2006 and the nine months ended 30 September
2007,
the charges for the provision of such oil and gas development services
payable
to CNOOC and/or its Associates were approximately RMB6,132 million,
RMB7,230million and RMB5,265 million, respectively.
(c) Provision
of oil and gas production and support services
8
The
services provided by CNOOC and/or its Associates to the Group on oil and
gas
production operations are set out below. In addition, CNOOC and/or its
Associates also provide various facilities and ancillary services, such
as
provision of different types of materials, medical and employee welfare
services, maintenance and repair of major equipments 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.
|
·
|
integrated
research on production techniques;
|
|
·
|
well
workover;
|
|
·
|
shipping
transportation;
|
|
·
|
oil
tanker transportation;
|
|
·
|
provision
of materials;
|
|
·
|
maintenance
of platform;
|
|
·
|
repair
of equipment and pipeline;
|
|
·
|
production
operations;
|
|
·
|
oil
and gas production labour services;
|
|
·
|
warehousing
and storage;
|
|
·
|
lease
of equipment and building;
|
|
·
|
road
transportation services;
|
|
·
|
telecommunication
and network services;
|
|
·
|
wharf
services;
|
|
·
|
construction
services, including roads, wharf, buildings, factories and water
barrier;
|
|
·
|
maintenance
and repair of major equipment;
|
|
·
|
medical,
childcare and social services;
|
|
·
|
provision
of water, electricity and heat;
|
|
·
|
security
and fire services;
|
|
·
|
technical
training;
|
|
·
|
accommodation;
|
|
·
|
maintenance
and repair of buildings;
|
|
·
|
catering
services; and
|
|
·
|
other
related technical and supporting
services.
|
For
the
two years ended 31 December 2006 and the nine months ended 30 September
2007,
the charges for the provision of such oil and gas production services payable
to
CNOOC and/or its Associates were approximately RMB1,972 million, RMB2,463
million and RMB1,630 million, respectively.
(d) Provision
of marketing, management and ancillary services
CNOOC
and/or its Associates provide marketing, administration and management,
management of oil and gas operations and integrated research services to
the
Group, as well as other ancillary
9
services
relating to the exploration, development, production and research activities
of
the Group, which include:
|
·
|
marketing
services;
|
|
·
|
management;
|
|
·
|
staff
recruitment;
|
|
·
|
publishing;
|
|
·
|
telecommunications;
|
|
·
|
leases
of properties;
|
|
·
|
property
management;
|
|
·
|
water,
electricity and heat supply;
|
|
·
|
sewage
disposal;
|
|
·
|
car
rental;
|
|
·
|
integrated
services such as record keeping, filing, repair of computer,
catering and
photocopying; and
|
|
·
|
integrated
research.
|
For
the
two years ended 31 December 2006 and the nine months ended 30 September
2007,
the charges for the provision of other marketing, management and ancillary
services excluding leases of properties and property management payable
to CNOOC
and/or its Associates were approximately RMB239 million, RMB238 million
and
RMB121 million, respectively.
In
addition, as part of providing administration and management services to
the
Group, CNOOC and/or its Associates leased certain premises covering an
aggregate
area of approximately 70,000 square meters, including its headquarters,
located
throughout the PRC and in Singapore, to the Group for use as office premises
and
staff quarters. In addition to leasing these properties, CNOOC and/or its
Associates also provided management services in respect of certain properties
leased to the Group. CNOOC and/or its Associates which own one or more
of the
leased buildings have entered into individual lease and/or management agreements
with the Company. Each agreement is in writing and for a term of less than
three
years.
As
its
business continues to expand, the Group may, subject to the relevant Proposed
Caps, also enter into additional lease and management agreements with CNOOC
and/or its Associates from time to time.
For
the
two years ended 31 December 2006 and the nine months ended 30 September
2007,
the aggregate rentals and management fees payable by the Group were
approximately RMB99 million, RMB187 million and RMB151 million, respectively.
Sallmanns (Far East) Limited, an independent property valuer, has confirmed
that
the payments due under each of the lease agreements and the management
agreements reflect the fair and reasonable commercial market rent and management
fee, respectively.
For
the
two years ended 31 December 2006 and the nine months ended 30 September
2007,
the aggregate charges for the provision of marketing, management and ancillary
services (including leasing and management of properties) payable to CNOOC
and/or its Associates were approximately RMB338 million, RMB425 million
and
RMB272 million, respectively.
Pricing
of transactions relating to services provided by CNOOC and/or its Associates
to
the Group under paragraphs (a) to (d) above
10
The
continuing connected transactions referred to in paragraphs (a) to (d)
above
relate to services provided by CNOOC and/or its Associates to the Group.
In
general, the services provided by CNOOC and/or its Associates to the Group
are
based on arm’s length negotiations with CNOOC and/or its Associates on normal
commercial terms, or on terms no less favourable than those available to
the
Group from independent third parties, under prevailing local market conditions,
including considerations such as volume of sales, length of contracts,
package
of services, overall customer relationship and other market
factors.
If,
for
any reason, the above pricing principle for a particular service ceases
to be
applicable or there is no open market for such services, whether due to
a change
in circumstances or otherwise, such service must then be provided in accordance
with the following general 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 cost to CNOOC and/or
its
Associates for providing the relevant services (including the
cost of
sourcing or purchasing from third parties) plus a margin of
not more than
10%, before any applicable taxes.
|
The
Company expects that the costs relating to any future contracts with CNOOC
and/or its Associates will be on a similar basis.
It
is
envisaged that from time to time and as required, individual agreements
will be
entered into between CNOOC and/or its Associates and relevant members of
the
Group. Each agreement will set out the specific services requested by
the relevant party and any detailed technical and other specifications
which may
be relevant to those services. The agreements may only contain provisions
which
are in all material respects consistent with the guidelines and terms and
conditions as set out above.
(e) FPSO
vessel leases
The
Group
leases floating production, storage and offloading (FPSO) vessels from
COBGL for
use in oil production operations at market prices and on normal commercial
terms
which are calculated on a daily basis. FPSO vessels are usually located
next to
the offshore oil platforms and are an integrated facility used by the Group
during its offshore oil production for processing, storage and offloading
of
crude oil. The terms of FPSO vessel leases are usually determined based
on the
expected term of oil production. The Company currently leases two FPSO
vessels
from COBGL, an Associate of CNOOC, for a term of 10 years and 20 years
(where
the lease was for an initial term of 10 years with a right of renewal,
at the
sole option of the Company, for another 10 years) respectively. The
Directors expects that the Group may enter into other FPSO vessel leases
with
CNOOC and/or its Associates from time to time as the operations of the
Group
expand. The Comprehensive Framework Agreements provide that if the Company
fails
to obtain approval of the annual caps for this category of continuing connected
transactions after 31 December 2010, then the agreements falling under
this
category will terminate on that date. The views of the Independent
Financial Adviser in accordance with the requirements of Rule 14A.35(1)
of the
Listing Rules will be included in its letter of advice contained in the
circular
to be despatched to the Shareholders. For the two years ended 31
December 2006 and the nine months ended 30 September 2007, the aggregate
rentals
payable by the Group to CNOOC and/or its Associates were approximately
RMB148
million, RMB437 million and RMB297 million, respectively.
Provision
of management, technical, facilities and ancillary services, including
the
supply of materials by the Group to CNOOC and/or its
Associates
11
In
addition to providing various services to the Group, CNOOC and/or its Associates
may also utilise various types of management, technical, facilities and
ancillary services, including the supply of materials provided by the Group
from
time to time. The pricing for such services will be determined based on
the same
pricing principles applicable to transactions relating to services provided
by
CNOOC and/or its Associates to the Group under paragraph (a) to (d) above,
which
will be negotiated and agreed on normal commercial terms between the parties.
The services that may be provided by the Group to CNOOC and/or its Associates
include:
|
·
|
technical
consulting;
|
|
·
|
technology
transfer;
|
|
·
|
management;
|
|
·
|
technical
research services; and
|
|
·
|
other
supporting services.
|
The
Group
did not enter into any such transactions for the two years ended 31 December
2006 and the nine months ended 30 September 2007. However, the development
of
CNOOC towards a world-class integrated energy company requires it to continue
to
optimize its industrial chain. To facilitate such development, it is anticipated
that CNOOC may require the provision of technical consulting, technical
transfer, management services, technical research services and other related
services from the Group, and the Group may provide certain of these services
to
CNOOC and/or its Associates in the near future.
Sales
of petroleum and natural gas products by the Group to CNOOC and/or its
Associates
|
(a)
|
Sales
of petroleum and natural gas products (other than long term sales
of
natural gas and liquefied natural
gas)
|
The
Group
may sell petroleum and natural gas products, including crude oil, condensate
oil, liquefied petroleum gas, natural gas and liquefied natural gas, to
CNOOC
and/or its Associates which engage in downstream petroleum businesses at
state-prescribed prices or local, national or international market prices
and on
normal commercial terms. It is envisaged that individual sales contracts
will be
entered into from time to time between the Group and CNOOC and/or its Associates
in relation to such sales. Although most of the natural gas and liquefied
natural gas will be sold under the long term sales contracts as described
below,
the Group also sells certain volumes of natural gas and liquefied natural
gas to
CNOOC and/or its Associates on a short-term basis for the purpose of peak
adjustment and to reap higher profits.
For
the
two years ended 31 December 2006 and the nine months ended 30 September
2007,
sales of petroleum and natural gas products to CNOOC and/or its Associates
were
approximately RMB25,988 million, RMB34,246 million and RMB28,087 million,
respectively.
|
(b)
|
Long
term sales of natural gas and liquefied natural
gas
|
The
Group
sells natural gas to CNOOC and/or its Associates which engage in downstream
petroleum businesses (such as the fertilizer and methanol business operated
by
BlueChemical) at state-prescribed prices or local, national or international
market prices and on normal commercial terms, which is subject to adjustment
in
accordance with movements in international oil prices as well as other
factors
such as the term of the sales agreement and length of the relevant pipeline.
Due
to the size of investment and the fact that sales are usually made to markets
proximate to the production site, and that purchasers tend to utilize the
natural gas products in areas close to the production site, and in order
to
ensure the return on investment from production of natural gas, the Group
will
usually enter into long term sales contracts with a term of 15 to 20 years.
It
is market practice for the term of the sales contract to be determined
based on
the estimated reserves and production profile of the relevant gas
fields.
12
The
Group
has also invested and acquired interests in liquefied natural gas related
upstream projects in Tangguh, Indonesia and the North West Shelf, Australia.
It
is envisaged that from time to time the Group may sell liquefied natural
gas
explored from these gas reserves mentioned above and other gas reserves
in which
the Group may invest in the future to CNOOC and/or its Associates. In order
to
ensure the return on investment and to achieve the requirements of the
lenders,
it is anticipated that the terms of sales contracts in relation to the
liquefied
natural gas will be around 25 years. The Group may sell liquefied natural
gas to
CNOOC and/or its Associates which engage in the downstream petroleum businesses
at state-prescribed prices or local, national or international market prices
and
on normal commercial terms taking into account the term of the sales
contract.
It
is
envisaged that individual sales contracts will be entered into from time
to time
between the Group and CNOOC and/or its Associates in relation to such sales.
The
relevant Comprehensive Framework Agreements provide that if the Company
fails to
obtain approval of the annual caps for this category of continuing connected
transactions after 31 December 2010, then the individual agreements falling
under this category will terminate on that date. The views of the
Independent Financial Adviser in accordance with the requirements of Rule
14A.35(1) of the Listing Rules will be included in its letter of advice
contained in the circular to be despatched to the Shareholders.
For
the
two years ended 31 December 2006 and the nine months ended 30 September
2007,
long term sales of natural gas and liquefied natural gas to CNOOC and/or
its
Associates were approximately RMB588million, RMB1,248 million and RMB1,246
million, respectively.
Reasons
for and benefits of the Continuing Connected Transactions
Prior
to
the restructuring of CNOOC and establishment of the Company, CNOOC and/or
its
Associates and the Group operated as an integrated organisation which undertook
numerous intra-group transactions each year. As a consequence of the
restructuring and upon the listing of the Company’s shares on the Stock
Exchange, a number of transactions which have been entered into and which
are to
be entered into between the Group and CNOOC and/or its Associates will
constitute continuing connected transactions for the Company under the
Listing
Rules.
The
Continuing Connected Transactions are and will be conducted in the ordinary
and
usual course of business of the Company. These transactions will continue
to be
agreed on an arm’s length basis with terms that are fair and reasonable to the
Company. Due to the long-term relationship between the Group and CNOOC
Group,
the Directors (excluding the independent non-executive Directors) consider
that
: (a) it is beneficial to the Company to continue to enter into the Continuing
Connected Transactions as these transactions have facilitated and will
continue
to facilitate the operation and growth of the Company’s business; (b) all the
above Continuing Connected Transactions have been conducted on normal commercial
terms, or on terms no less favourable than those available to the Group
from
independent third parties, under prevailing local market conditions, and
were
entered into in the ordinary and usual course of business of the Group,
are fair
and reasonable and in the interests of the Company and the Shareholders
as a
whole, and that the relevant Proposed Caps for each of the above Continuing
Connected Transactions are fair and reasonable.
The
independent non-executive Directors constituting the Independent Board
Committee
will give their view after considering the advice from the Independent
Financial
Adviser, and their view will be given in the circular to be despatched
to the
Shareholders.
Proposed
Caps and rationale
The
Board
has considered and proposed that the following Proposed Caps in respect
of the
Continuing Connected Transactions which will serve as the maximum annual
value
of the relevant
13
transactions
above for the period from 1 January 2008 to 31 December 2010:
|
Continuing
connected transactions
|
Historical
amount
|
Existing
2007 annual cap
|
2008
to 2010 Proposed Caps
|
Basis
of determination of the Proposed Caps
|
||||
|
Provision
of exploration, oil and gas development, oil and gas production
as well as
marketing, management and ancillary services by CNOOC and/or
its
Associates to the Group
|
||||||||
|
(a)
Provision of exploration and support services
|
For
the two years ended 31 December 2006 and the nine months ended
30
September 2007, approximately RMB1,290 million, RMB1,940 million
and
RMB1,491 million, respectively
|
For
the year ending 31 December 2007, RMB2,293 million (proposed
to be revised
to RMB3,500 million)
|
For
the three years ending 31 December 2010, RMB6,296 million, RMB7,555
million and RMB9,066 million, respectively
|
The
annual proposed caps for the provision of exploration and support
services
have been determined with reference to previous transactions
conducted and
transaction amounts in respect of the exploration and support
services
provided by CNOOC and/or its Associates to the Group; the estimated
increase in the level of exploration activities by the Group
within the
PRC, the rise of exploration costs and the expansion of overseas
exploration. The Directors are of the view that the proposed
caps provide
sufficient increment for the Group to capture the Group’s future
anticipated expansion plan.
|
||||
|
(b)
Provision of oil and gas development and support services
|
For
the two years ended 31 December 2006 and the nine months ended
30
September 2007, approximately RMB6,132 million,
RMB7,230 million and RMB5,265 million,
respectively
|
For
the year ending 31 December 2007, RMB10,458 million
|
For
the three years ending 31 December 2010, RMB18,608 million,
RMB22,879 million and RMB26,759 million,
respectively
|
The
annual proposed caps for the provision of oil and gas development
and
support services have been determined with reference to previous
transactions conducted and transaction amounts in respect of
the oil and
gas development and support services provided by CNOOC and/or
its
Associates to the Group; and the estimated expansion of existing
oil and
gas fields and the development of several newly discovered oil
and gas
fields in offshore China. The Directors are of the view that
the proposed
caps provide sufficient increment for the Group to capture the
Group’s
future anticipated expansion plan.
|
||||
|
(c)
Provision of oil and gas production and support services
|
For
the two years ended 31 December 2006 and the nine months ended
30
September 2007, approximately RMB1,972 million,
RMB2,463 million and RMB1,630 million,
respectively
|
For
the year ending 31 December 2007, RMB4,132 million
|
For
the three years ending 31 December 2010, RMB5,124 million,
RMB6,147 million and RMB7,253 million,
respectively
|
The
annual proposed caps for the provision of oil and gas production
and
support services have been determined with reference to previous
transactions conducted and transaction amounts in respect of
the oil and
gas production and support services provided by CNOOC and/or
its
Associates to the Group; and the estimated growth of the Group’s business,
including the estimated expansion of existing oil and gas fields
and
production of several newly discovered oil and gas fields in
offshore
China. The Directors are of the view that the proposed caps provide
sufficient increment for the Group to capture the Group’s future
|
||||
14
| anticipated expansion plan. | ||||||||
|
(d)
Provision of marketing, management and ancillary services
|
For
the two years ended 31 December 2006 and the nine months ended
30
September 2007, approximately RMB338 million, RMB425 million
and
RMB272 million, respectively
|
For
the year ending 31 December 2007, RMB504 million
|
For
the three years ending 31 December 2010, RMB789 million, RMB854
million
and RMB967 million, respectively
|
The
annual proposed caps for the provision of marketing, management
and
ancillary services have been determined with reference to previous
transactions conducted and transaction amounts in respect of
the
marketing, management and ancillary services provided by CNOOC
and/or its
Associates to the Group; the continued expansion of the Group’s business
and sales of oil and gas; and the potential increase in staffing.
The
Directors are of the view that the proposed caps provide sufficient
increment for the Group to capture the Group’s future anticipated
expansion plan.
|
||||
|
(e)
FPSO vessel leases
|
For
the year ended 31 December 2006 and the nine months ended 30
September
2007, approximately RMB148 million, RMB437 million and RMB297
million,
respectively
|
For
the year ending 31 December 2007, RMB463 million
|
For
the three years ending 31 December 2010, RMB1,908 million,
RMB3,182 million and RMB3,250 million,
respectively
|
The
annual proposed caps for the FPSO vessel leases have been determined
with
reference to previous transactions conducted and transaction
amounts in
respect of the FPSO vessel leases provided by CNOOC and/or its
Associates
to the Group and the estimated increase in the number of oilfields
requiring FPSO vessels. The Directors are of the view that the
proposed
caps provide sufficient increment for the Group to capture the
Group’s
future anticipated expansion plan.
|
||||
|
Provision
of management, technical, facilities and ancillary services,
including the
supply of materials by the Group to CNOOC and/or its
Associates
|
||||||||
|
Provision
of management, technical, facilities and ancillary services,
including the
supply of materials
|
There
have been no such transactions for the two years ended 31 December
2006
and the nine months ended 30 September 2007
|
For
the year ending 31 December 2007, RMB100 million
|
For
the three years ending 31 December 2010, RMB100 million, RMB100
million
and RMB100 million, respectively
|
The
annual proposed caps for the provision of management, technical,
facilities and ancillary services, including the supply of materials
by
the Group to CNOOC and/or its Associates have been determined
with
reference to the anticipated need by CNOOC and/or its Associates
for the
provision of such services as a result of CNOOC’s need to optimize its
industrial chain to facilitate its development towards a world-class
integrated energy company. The Directors are of the view that
the proposed
caps provide sufficient flexibility for the Group’s future anticipated
business activities.
|
||||
|
Sales
of petroleum and natural gas products by the Group to CNOOC and/or
its
Associates
|
||||||||
|
(a)
Sales of petroleum and natural gas products (other than long
term sales of
natural gas and liquefied
|
For
the two years ended 31 December 2006 and the nine months ended
30
September 2007, approximately RMB25,988 million,
RMB34,246 million
|
For
the year ending 31 December 2007, RMB63,251 million (as revised
in
|
For
the three years ending 31 December 2010, RMB94,440 million,
RMB156,692 million and
|
The
annual proposed caps for the sales of petroleum and natural gas
products
by the Group to CNOOC and/or its Associates have been determined
with
reference to historical transactions and transaction amounts
in respect of
the sales of petroleum and natural gas
|
||||
15
|
natural
gas)
|
and
RMB28,087 million, respectively
|
September
2006)
|
RMB181,782
million, respectively
|
products
by the Group to CNOOC and/or its Associates; the ongoing production
of
existing oil and gas fields and the estimated production of
several new
oil and gas fields in offshore China; the anticipated demand
by CNOOC
and/or its Associates for its downstream operations (in particular,
CNOOC
Group expects to have a number of new downstream facilities
commencing
production between 2008 and 2010); the estimated resultant
increase in the
Group's production and sales; and the potential fluctuation
and increase
in the prices of crude oil (for example, the average price
of offshore
crude oil has increased by over 70% overall since 2004). The
increase in such cap amounts also took into account the fact
that crude
oil from new oilfields, which is expected to be made up of
a higher
proportion of heavy crude oil, needs to undergo refining processes
which
are carried out primarily by CNOOC and/or its Associates. The
Directors
are of the view that the proposed caps provide sufficient increment
for
the Group to capture the Group’s future anticipated expansion
plan.
|
|
(b)
Long term sales of natural gas and liquefied natural gas
|
For
the year ended 31 December 2006 and the nine months ended 30
September
2007, approximately RMB588 million, RMB1,248 million and RMB1,246
million,
respectively
|
For
the year ending 31 December 2007, RMB3,599 million
|
For
the three years ending 31 December 2010, RMB4,844 million, RMB7,118
million and RMB8,763 million, respectively
|
The
annual proposed caps for long term sales of natural gas and liquefied
natural gas by the Group to CNOOC and/or its Associates have
been
determined with reference to historical transactions and transaction
amounts in respect of the long term sales of natural gas and
liquefied
natural gas by the Group to CNOOC and/or its Associates; the
ongoing
production of existing gas fields; the anticipated demand by
CNOOC and/or
its Associates for its downstream operations; the estimated resultant
increase in sales; and the potential fluctuation and increase
in the
prices of natural gas. The Directors are of the view that the
proposed
caps provide sufficient increment for the Group to capture the
Group’s
future anticipated expansion plan.
|
Disclosure
and/or Independent Shareholders’ approval requirements
Under
the
Listing Rules, the following categories of Continuing Connected Transactions
are
exempted from the Independent Shareholders’ approval requirement but are subject
to the reporting and announcement requirements set out in Rules 14A.45
to 14A.47
of the Listing Rules, as each of the percentage ratios under Rule 14.07
of the
Listing Rules (other than the profits ratio),
16
where
applicable, in relation of each of these categories is, on an annual basis,
expected to be less than 2.5% under Rule 14A.34(1) of the Listing
Rules:
|
·
|
Provision
of marketing, management and ancillary services from CNOOC and/or
its
Associates to the Group; and
|
|
·
|
Provision
of management, technical, facilities and ancillary services,
including the
supply of materials by the Group to CNOOC and/or its
Associates.
|
Under
the
Listing Rules, the Non-exempt Continuing Connected Transactions are subject
to
the reporting, announcement and Independent Shareholders’ approval requirements.
The Company will seek the Independent Shareholders’ approval at the
Extraordinary General Meeting for the Non-exempt Continuing Connected
Transactions and the relevant Proposed Caps on the condition that:
|
1.
|
the annual amount of each category of the Non-exempt Continuing Connected Transactions shall not exceed the relevant Proposed Cap; | |
|
2.
|
(i)
|
the
Non-exempt Continuing Connected Transactions will be entered
into in the
ordinary and usual course of business of the Group and either
(A) on
normal commercial terms or (B) if there is no available comparison,
on
terms no less favourable than terms available to the Group from
independent third parties; and
|
|
(ii)
|
the
Non-exempt Continuing Connected Transactions will be entered
into in
accordance with the relevant Comprehensive Framework Agreements
and on
terms that are fair and reasonable and in the interests of the
Company and
the Shareholders as a whole.
|
|
The
Company will comply with relevant provisions of the Listing Rules in relation
to
each category of the Non-exempt Continuing Connected Transactions.
APPROVAL
BY INDEPENDENT SHAREHOLDERS
As
CNOOC
indirectly owns an aggregate of approximately 65.08% of the issued share
capital
of the Company, the Revised Cap for the Relevant Category and the Non-exempt
Continuing Connected Transactions (including the relevant Proposed Caps)
are
subject to approval from the Independent Shareholders under the Listing
Rules. In view of the interests of CNOOC held indirectly through OOGC
and CNOOC BVI, OOGC, CNOOC BVI and their respective Associates will abstain
from
voting in relation to the resolutions approving the Revised Cap for the
Relevant
Category and the Non-exempt Continuing Connected Transactions (including
the
relevant Proposed Caps).
An
Independent Board Committee has been formed to advise the Independent
Shareholders in connection with the terms of the Revised Cap for the Relevant
Category and the Non-exempt Continuing Connected Transactions (including
the
relevant Proposed Caps), and Somerley Limited has been appointed as the
Independent Financial Adviser to advise the Independent Board Committee
and the
Independent Shareholders on the same.
GENERAL
The
principal business activity of the Company is investment holding. The Group
principally engages in the exploration, development, production and sales
of
crude oil, natural gas and other petroleum products.
CNOOC
Group principally engages in the provision of technical services, logistic
services, chemicals and fertilizer production, natural gas and power generation
and financial services.
17
A
circular
containing, amongst other things, further information on the terms of the
Continuing Connected Transactions, a letter from the Independent Board
Committee, an opinion of Somerley Limited, the Independent Financial Advisor,
together with a notice to convene the Extraordinary General Meeting to
approve
the Revised Cap for the Relevant Category and the Non-exempt Continuing
Connected Transactions (including the relevant Proposed Caps), is expected
to be
issued to the Shareholders as soon as practicable.
DEFINITIONS
|
“2005
EGM”
|
the
extraordinary general meeting of the Company held on 31 December
2005
|
|
|
“2005
Circular”
|
the
circular issued by the Company to its Shareholders in respect
of the
Existing Waiver for certain continuing connected transactions
dated 12
December 2005
|
|
|
“Associate”
|
has
the meaning ascribed thereto under the Listing Rules
|
|
|
“BlueChemical”
|
China
BlueChemical Ltd.
 a company incorporated in
the PRC and a subsidiary of CNOOC, the H-shares of which are
listed on the
Stock Exchange |
|
|
“Board”
|
the
board of Directors of the Company
|
|
|
“CNOOC”
|
China
National Offshore Oil Corporation
 the
controlling shareholder of the Company indirectly holding approximately
65.08% of all of the Shares in issue as at the date
hereof |
|
|
“CNOOC
BVI”
|
CNOOC
(BVI) Limited, a company incorporated in the British Virgin Islands
with
limited liability, a wholly-owned indirect subsidiary of CNOOC
and the
controlling shareholder of the Company
|
|
|
“CNOOC
Engineering”
|
Offshore
Oil Engineering Co., Ltd.
 a company
incorporated in the PRC and a subsidiary of CNOOC, the shares
of which are
listed on the Shanghai Stock Exchange |
|
|
“CNOOC
Group”
|
CNOOC
and its subsidiaries (excluding the Group)
|
|
|
“COBGL”
|
CNOOC
Oil Base Group Limited
 a company incorporated
in the PRC and a subsidiary of CNOOC |
|
|
“Company”
|
CNOOC
Limited, a company incorporated in Hong Kong with limited liability,
the
shares of which are listed on the Stock Exchange and the New
York Stock
Exchange
|
|
|
“Comprehensive
Framework Agreement(s)”
|
the
Comprehensive Framework Agreements dated 8 November 2007 entered
into
between the Company and each of CNOOC, COSL, BlueChemical and
CNOOC
Engineering in relation to the Continuing Connected
Transactions
|
|
|
“Continuing
Connected Transactions”
|
the
continuing connected transactions between the Group and CNOOC
and/or its
Associates as set out in the section headed “Continuing Connected
Transactions under the Comprehensive Framework Agreements” in this
announcement
|
|
|
“COSL”
|
China
Oilfield Services Limited
 a company
incorporated in the PRC and a subsidiary of CNOOC, the H-shares
and
A-shares of which are listed on the Stock Exchange and the Shanghai
Stock
Exchange, respectively |
18
|
“Director(s)”
|
director(s)
of the Company
|
|
|
“Extraordinary
General Meeting”
|
the
extraordinary general meeting of the Company to be held to approve
the
Revised Cap for the Relevant Category and the Non-exempt Continuing
Connected Transactions (including the relevant Proposed
Caps)
|
|
|
“Existing
Waiver”
|
the
approval by the Independent Shareholders in relation to the Non-exempt
Continuing Connected Transactions (except the category "FPSO
vessel
leases" which were previously exempted from Independent Shareholders’
approval requirement as detailed in the 2005 Circular) between
the Group
and CNOOC and/or its Associates, subject to the conditions set
out in the
2005 Circular
|
|
|
“Group”
|
the
Company and its subsidiaries from time to time
|
|
|
“Hong
Kong”
|
the
Hong Kong Special Administrative Region of the PRC
|
|
|
“Independent
Board Committee”
|
an
independent committee of the Board comprising of Mr. Edgar W.
K. Cheng,
Mr. Chiu Sung Hong, Mr. Evert Henkes, Mr. Lawrence J. Lau and
Mr. Tse Hau
Yin, Aloysius, the independent non-executive Directors, formed
for the
purpose of advising the Independent Shareholders in relation
to the
Revised Cap for the Relevant Category and the Non-exempt Continuing
Connected Transactions (including the relevant Proposed
Caps)
|
|
|
“Independent
Financial Adviser”
|
Somerley
Limited, a corporation licensed to carry out type 1 (dealings
in
securities), type 4 (advising on securities), type 6 (advising
on
corporate finance) and type 9 (asset management) regulated activities
under the Securities and Futures Ordinance (Chapter 571 of the
Laws of
Hong Kong), is the independent financial adviser to the Independent
Board
Committee and the Independent Shareholders
|
|
|
“Independent
Shareholders”
|
Shareholders
of the Company other than CNOOC and its Associates
|
|
|
“Listing
Rules”
|
The
Rules Governing the Listing of Securities on the Stock Exchange
(as
amended from time to time)
|
|
|
“Non-exempt
Continuing Connected Transactions”
|
the
Continuing Connected Transactions other than those under the
categories of
“Provision of marketing, management and ancillary services from
CNOOC
and/or its Associates to the Group” and “Provision of management,
technical, facilities and ancillary services, including the supply
of
materials by the Group to CNOOC and/or its Associates”, as set out in the
section headed “Continuing Connected Transactions under the Comprehensive
Framework Agreements” in this announcement
|
|
|
“OOGC”
|
Overseas
Oil and Gas Corporation, Ltd., a company incorporated in Bermuda
with
limited liability and a wholly-owned subsidiary of
CNOOC.
|
|
|
“PRC”
|
The
People’s Republic of China, excluding for the purpose of this
announcement, Hong Kong, the Macau Special Administrative Region
of the
PRC and Taiwan
|
|
|
“Proposed
Cap(s)”
|
the
proposed maximum annual aggregate value for each of the Continuing
Connected Transactions of the Company in respect of 2008 to 2010
as set
out in the section headed “Proposed Caps and Rationale” in this
announcement
|
|
|
“Relevant
Category”
|
the
“Provision of exploration and support services” category of continuing
connected transactions between the Group and CNOOC and/or its
Associates,
which involves the provision of services by CNOOC and/or its
|
19
| Associates to the Group on exploration operations | ||
|
“Revised
Cap”
|
the
proposed maximum annual cap for the Relevant Category in respect
of 2007,
as set out in the section headed “Revised Cap and Rationale” in this
announcement
|
|
|
“Shares”
|
share(s)
of HK$0.02 each in the share capital of the Company
|
|
|
“Shareholders”
|
registered
holder(s) of the Shares
|
|
|
“Stock
Exchange”
|
The
Stock Exchange of Hong Kong Limited
|
|
By
Order of the Board
CNOOC
Limited
Kang
Xin
Company
Secretary
|
Hong
Kong,
8 November 2007
As
at the
date of this announcement, the Board comprises of:
|
Executive
Directors
Fu
Chengyu (Chairman)
Zhou
Shouwei
Wu
Guangqi
Yang
Hua
Non-executive
Directors
Luo
Han
Cao
Xinghe
Wu
Zhenfang
|
Independent
Non-executive Directors
Edgar
W. K. Cheng
Chiu
Sung Hong
Evert
Henkes
Lawrence
J. Lau
Tse
Hau Yin, Aloysius
|
20