6-K 1 dp09340_6k.htm
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 April 2008

Commission File Number 1-14966

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)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  _X      Form 40-F ___

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.

Yes ___ No _X   

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.

 
   
CNOOC Limited
 
       
                                                                          By:
 
/s/ Kang Xin
 
                                                                     Name:
 
Kang Xin
 
                                                                       Title:
 
Company Secretary
 
Dated: April 1, 2008
     
 
 


EXHIBIT INDEX

Exhibit No.
 
Description
 
       
99.1  
Announcement dated March 27, 2008, entitled  “2007 Annual Results Announcement”.


 
Exhibit 99.1

CNOOC Limited
(Incorporated in Hong Kong with limited liability under the Companies Ordinance)
(Stock Code: 883)

2007 ANNUAL RESULTS ANNOUNCEMENT

CHAIRMAN’S STATEMENT

Dear shareholders,

It is again time for me to report on our annual results. I am honored to report to you that during last year, CNOOC Limited has once again fulfilled our targets set at the beginning of the year.

Our net production for the year increased by 2.6% to 171 million barrels-of-oil-equivalent (BOE); our proven reserves amounted to 2.6 billion BOE, with a reserve replacement ratio of 142%; our net profit was approximately RMB31.3 billion. The board of directors (the “Board”) has proposed a final dividend of HK$0.17 per share.

The figures speak for themselves, demonstrating that CNOOC Limited has fulfilled its commitments, enhanced corporate values, and managed to maintain a stable track in maximizing shareholders’ return. You can be proud of your investment on CNOOC Limited while I am also honored about our remarkable results.

Nevertheless, we will not stop with what we have achieved. Enhancing corporate value and shareholders’ return is only one of our goals, although it has always been the most important one. I sincerely hope that in addition to enhancing the Company’s intrinsic value and creating value for shareholders, CNOOC Limited can contribute to the industry’s well-being and development, and further dedicate our efforts to address the energy needs of humanity and the community.

I would like to take this opportunity to share my thoughts with you so as to further increase your understanding of CNOOC Limited.

 
1

 

Creator of corporate value and shareholders’ value

Since our listing, CNOOC Limited has been committed to maximize our corporate value and shareholders’ value. Over the past seven years, the Company has adhered to this principle with perseverance in various business practices, and reiterated this principle on various internal and external occasions.

2007 was another year of growth in corporate value and shareholders’ value. During the year, due to high oil prices, the market had high expectations on CNOOC Limited’s performance, and the Company continued to live up to their expectations.

We will not be satisfied to benefit solely from strong oil price and leave our corporate value to the hands of oil price only. We further hope to fully demonstrate our value by realising our growth potentials. In the past year, as always, we strived to optimize the Company fundamentals, to explore and further demonstrate our intrinsic value through discovering and revealing our potentials.

During the year, the Company continued to make positive progress in all business segments:

Exploration is fundamental for survival and growth of upstream oil companies. In 2007, upholding the tradition, the Company continued to invest substantial human resources and capitals in this segment, and made 12 commercial discoveries. Our reserve replacement ratio again maintained at more than 100%. In addition, the Company brought 5 new projects on stream successfully.

Despite the continued high oil price, promising results of explorations and smooth production, we still pursued to tighten our cost control in an environment of increasing inflationary pressure and overall surge in costs within the industry. During the period, the Company maintained its competitive cost structure, leaving more room for growth in shareholders’ value.

In 2007, we were pleased to see that the market has continued to uncover CNOOC Limited’s value at a steady pace. During the year, the oil price grew by 57.2%, and our share price increased by 79.7% .

In the future, CNOOC Limited will work hard to increase corporate value and generate more returns for shareholders. We will allocate more capital on exploration, so as to conduct more seismic data collection and drilling activities. To ensure the Company’s long-term growth, we will increase efforts on basic research and regional research aiming at significant discoveries, and strive to achieve even greater breakthrough. With respect to development and production, we will comprehensively utilize new technologies, maintain high and stable production of existing fields, and enhance oil recovery ratio.

We will devote great efforts on developing natural gas business, by fully capitalizing on China’s market potentials and leveraging on our existing advantages in the LNG market.

 
2

 

Contributor to industry progress

There are many century-old companies in the oil industry, compared with them, CNOOC Limited is a rather young company.

As such, CNOOC Limited has been a learner for relentless improvement and reforms since its establishment. In her growth history, we have adopted advanced western technology and learned the business model of industrial leaders. With all these efforts, we are transforming ourselves into a capable and efficient oil company with global competitiveness.

However, as a player in the industry, we sincerely hope that we can also make our own contribution to the industry advancement and development rather than only being a follower.

In 2007, the successful restart of Liuhua 11-1 oilfield marked an important step towards this target. Needlessly to say, this restart meant a lot to our production, and also demonstrated our capability to overcome challenges. What I would like to emphasize is the management and technology innovation brought by it to the whole industry.

As you are aware, Liuhua 11-1 oilfield was hit by a typhoon in 2006, and seven anchors and three hoses were broken. In shallow water, similar damages are not difficult to repair. But for Liuhua 11-1 oilfield, the picking up and repairing of a 13.5 -inch hose to resume production had to be conducted in waterdepth of over 300 meters. It is hard to find a precedent under similar operational conditions and requirements.

CNOOC Limited mobilized all available domestic and foreign resources efficiently. With the spirit of innovation, the company finally managed to resume the production of Liuhua 11-1 oilfield on 27 June 2007 after being shutdown for more than a year. CNOOC Limited not only set up a good example for the deep water engineering, but also developed 7 advanced proprietary techniques.

The marginal oilfield development technology of the Company has the value of ‘turning waste to treasure’. In 2007, the commencement of the ‘super-small’ Bozhong 34-3/5 oilfield further proved that the Company had seized a cutting-edge competitiveness in applying this technology in the industry.

Generally speaking, offshore development costs are higher than those for onshore. To be profitable, newly discovered reserves should be larger to make an economic discovery. Bozhong 34-3/5 oilfield is located in Bohai Bay, with a small size and less development value. By introducing a “Three Ones” model, which means using one jacket, one pipeline and one cable to implement unmanned automatic production, we succeeded in commercially developing such a marginal field.

My personal experience taught me that technology innovations, management streamline and case sharing could play a positive role in a company’s growth. I do hope and believe that CNOOC Limited’s experience and lesson learnt from the restart of Liuhua 11-1 oilfield and development technology of marginal oilfields could bring benefits to the whole industry.

 
3

 

Energy problem solver

As an energy company with strong sense of responsibility, we always hope to, together with other international energy players, contribute to tackling global energy problems and particularly the growing demand of China.

In this respect, our efforts are focused on three areas:

Firstly, we strived to increase our reserves and production. When it was listed in 2001, the Company’s reserves and production were only 1.79 billion BOE and 261.4 thousand BOE per day, respectively. By the end of 2007, such numbers have reached 2.6 billion BOE and 469.4 thousand BOE per day, representing an increase of 45.3% and 79.6% over the seven years, respectively. In 2001, the Company had only 16 oil and gas fields under production in offshore China. In 2007, the number of producing fields has reached 58, spreading all over offshore China.

Secondly, we looked for more overseas development opportunities on a value-driven basis. For an oil company seeking growth, this is an important way leading to greater and faster development.

Indeed, offshore China is our home field of operation. The vast exploration area and relatively lower exploration intensity mean that focusing on offshore China benefits more to our short-term development. However, I believe that in seeking for long-term development, CNOOC Limited should not give up any opportunity to go overseas.

Further, I firmly believe that nowadays, with growing demand for energy, in particular for clean energy, CNOOC Limited’s efforts on value-oriented overseas expansion and a rational exploitation of underground resources for human beings, together with its endeavor of performing corporate social responsibility to help to meet the global energy demand, in particular China’s demand, should be supported and encouraged.

Thirdly, we have consistently been engaged in energy conservation, emission reduction and clean energy. Since November 2007, the wind farm on Suizhong 36-1 oilfield has started to provide electricity for the field’s daily operation. Such a small shift to wind power alone will reduce carbon dioxide emissions by 3,500 tons per year. Such use of wind energy on offshore oilfield set up a precedent for the oil and gas industry in China. Among various CNOOC Limited’s achievements of energy conservation and emission reduction in 2007, it is only a minor point. But I believe it is a new starting point for the Company in supporting the research and use of new energy and better performing its mission of environment protection. In addition to Suizhong 36-1 oilfield, we have also applied our energy conservation and emission reduction policy in many other aspects, from technology innovation, implementation of “zero discharge” plan, resources recycling, optimization of lighting usage to water flow control. All these reflect our strong belief and determination of energy conservation and environmental protection, which in turn will contribute to solving energy problems.

 
4

 

With a firm and clear mission in mind, CNOOC Limited, full of youthful spirit, will strive to pursue its determined goals at full pace. I hope that in 2008 and in the future, you will continue your support to CNOOC Limited for achieving its goals, and join hands with us to turn to a new page of the Company’s development!

Fu Chengyu
Chairman and Chief Executive Officer
Hong Kong, 27 March 2008

 
5

 

CONSOLIDATED INCOME STATEMENT (AUDITED)
Year ended 31 December 2007
(All amounts expressed in thousands of Renminbi, except per share data)

   
Notes
   
2007
   
2006
 
REVENUE
                 
Oil and gas sales
    5       73,036,906       67,827,953  
Marketing revenues
    6       17,397,338       20,964,093  
Other income
            289,587       155,238  
              90,723,831       88,947,284  
EXPENSES
                       
Operating expenses
            (8,039,603 )     (6,999,184 )
Production taxes
            (3,497,440 )     (3,315,661 )
Exploration expenses
            (3,432,419 )     (1,705,075 )
Depreciation, depletion and amortisation
            (7,374,469 )     (6,933,214 )
Dismantlement
            (561,701 )     (472,269 )
Special oil gain levy
    7       (6,837,213 )     (3,981,170 )
Impairment losses related to property, plant and equipment
            (613,505 )     (252,357 )
Crude oil and product purchases
    6       (17,082,624 )     (20,572,935 )
Selling and administrative expenses
            (1,741,161 )     (1,543,777 )
Others
            (344,679 )     (117,301 )
              (49,524,814 )     (45,892,943 )
PROFIT FROM OPERATING ACTIVITIES
            41,199,017       43,054,341  
                         
Interest income
            672,987       781,536  
Finance costs
    8       (2,031,788 )     (1,832,130 )
Exchange gains, net
            1,855,968       308,382  
Investment income
            902,378       613,028  
Share of profits of associates
            719,039       321,676  
Non-operating income/(expenses), net
            (6,979 )     876,423  
                         
PROFIT BEFORE TAX
            43,310,622       44,123,256  
Tax
    9       (12,052,323 )     (13,196,313 )
                         
PROFIT FOR THE YEAR
            31,258,299       30,926,943  
                         
DIVIDENDS
                       
Interim dividend
            5,547,488       5,334,091  
Proposed final dividend
            7,052,445       6,001,819  
              12,599,933       11,335,910  
EARNINGS PER SHARE
                       
Basic
    10    
RMB0.72
   
RMB0.73
 
Diluted
    10    
RMB0.72
   
RMB0.73
 
                         
DIVIDEND PER SHARE
                       
Interim dividend
         
RMB0.12
   
RMB0.12
 
Proposed final dividend
         
RMB0.16
   
RMB0.14
 


 
6

 

CONSOLIDATED BALANCE SHEET (AUDITED)
31 December 2007
(All amounts expressed in thousands of Renminbi)

   
Notes
   
2007
   
2006
 
NON-CURRENT ASSETS
                 
Property, plant and equipment, net
          118,880,204       103,406,376  
Intangible assets
          1,331,204       1,409,053  
Interests in associates
          2,030,999       1,543,515  
Available-for-sale financial assets
          1,818,732       1,017,000  
                       
Total non-current assets
          124,061,139       107,375,944  
                       
CURRENT ASSETS
                     
Accounts receivable, net
          7,129,848       5,437,873  
Inventories and supplies
          2,345,887       1,691,479  
Due from related companies
          3,299,392       2,340,447  
Held-to-maturity financial asset
    11       3,000,000        
Available-for-sale financial assets
            6,687,948       12,390,058  
Other current assets
            1,625,663       2,435,363  
Time deposits with maturity over three months
            7,200,000       9,232,797  
Cash and cash equivalents
            23,356,569       14,364,055  
              54,645,307       47,892,072  
Non-current asset classified as held for sale
    16       1,086,798        
                         
Total current assets
            55,732,105       47,892,072  
                         
CURRENT LIABILITIES
                       
Accounts payable
            5,051,420       4,145,977  
Other payables and accrued liabilities
            9,051,258       5,481,499  
Current portion of long term bank loans
                  17,816  
Due to the parent company
            587,228       456,961  
Due to related companies
            1,533,424       1,175,271  
Tax payable
            4,690,026       3,203,856  
              20,913,356       14,481,380  
Liabilities directly associated with non-current asset
                       
classified as held for sale
    16       488,322        
                         
Total current liabilities
            21,401,678       14,481,380  
                         
NET CURRENT ASSETS
            34,330,427       33,410,692  
                         
TOTAL ASSETS LESS CURRENT LIABILITIES
            158,391,566       140,786,636  


 
7

 


NON-CURRENT LIABILITIES
                 
Long term bank loans
    12       2,720,431       2,438,172  
Long term guaranteed notes
    13       8,325,519       17,885,841  
Provision for dismantlement
            6,737,319       5,412,581  
Deferred tax liabilities
            6,293,559       7,236,169  
                         
Total non-current liabilities
            24,076,828       32,972,763  
                         
Net assets
            134,314,738       107,813,873  
                         
EQUITY
                       
Equity attributable to equity holders of the Company
                       
Issued capital
    14       942,541       923,653  
Reserves
            133,372,197       106,848,275  
              134,314,738       107,771,928  
Minority interest
                  41,945  
                         
Total equity
            134,314,738       107,813,873  

NOTES TO FINANCIAL STATEMENTS
31 December 2007
(All amounts expressed in Renminbi unless otherwise stated)

1.    CORPORATE INFORMATION

CNOOC Limited (the “Company”) was incorporated in the Hong Kong Special Administrative Region (“Hong Kong”) of the People’s Republic of China (the “PRC”) on 20 August 1999 to hold the interests in certain entities whereby creating a group comprising the Company and its subsidiaries (hereinafter collectively referred to as the “Group”). During the year, the Group was principally engaged in the exploration, development, production and sales of crude oil, natural gas and other petroleum products.

The registered office address of the Company is 65/F, Bank of China Tower, 1 Garden Road, Hong Kong.

In the opinion of the directors of the Company (the “Directors”), the parent and the ultimate holding company is China National Offshore Oil Corporation (“CNOOC”), a company established in the PRC.
 
2.    BASIS OF PREPARATION AND CONSOLIDATION

These financial statements have been prepared in accordance with Hong Kong Financial Reporting Standards (which include all Hong Kong Financial Reporting Standards, Hong Kong Accounting Standards (“HKASs”) and Interpretations) issued by the Hong Kong Institute of Certified Public Accountants (the “HKICPA”), accounting principles generally accepted in Hong Kong (“Hong Kong GAAP”) and the disclosure requirements of the Hong Kong Companies Ordinance. They have been prepared under the historical cost convention, except for available-for-sale investments and derivative financial instruments which have been measured at fair value. These financial statements are presented in Renminbi (“RMB”) and all values are rounded to the nearest thousand except when otherwise indicated.

 
8

 



The consolidated financial statements include the financial statements of the Company and its subsidiaries for the year ended 31 December 2007. The results of subsidiaries are consolidated from the date of acquisition being the date on which the Group obtains control and continue to be consolidated until the date that such control ceases. All significant intercompany transactions and balances within the Group are eliminated on consolidation.

The acquisition of subsidiaries has been accounted for using the purchase method of accounting. This method involves allocating the cost of the business combinations to the fair value of the identifiable assets acquired, and liabilities and contingent liabilities assumed at the date of acquisition. The cost of the acquisition is measured at the aggregate of the fair value of the assets given, equity instruments issued (if any) and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition.

Minority interests represent the interests of outside shareholders not held by the Group in the results and net assets of the Company’s subsidiaries.

3.    IMPACT OF NEW AND REVISED HONG KONG FINANCIAL REPORTING STANDARDS (“HKFRSs”)

The Hong Kong Institute of Certified Public Accountants has issued the following new and amended HKFRSs, which are mandatory for annual periods beginning on or after 1 January 2007:
 
HKAS 1 Amendment
  Capital Disclosures
HKFRS 7
 
Financial Instruments: Disclosures
HK (IFRIC)-Int 8
 
Scope of HKFRS 2
HK (IFRIC)-Int 9
 
Reassessment of Embedded Derivatives
HK (IFRIC)-Int 10
 
Interim Financial Reporting and Impairment

The adoption of these new and revised Hong Kong Financial Reporting Standards, amendments and interpretation has had no impact on the Group’s results of operations or financial position.
 
4.    PRODUCTION SHARING CONTRACTS
 
The PRC

For production sharing contracts in relation to offshore China (the “China PSC”), the foreign parties to the China PSC (“foreign partners”) are normally required to bear all exploration costs during the exploration period and such exploration costs can be recovered according to the production sharing formula after commercial discoveries are made and production begins.

After the exploration stage, the development and operating costs are funded by the Group and the foreign partners according to their respective percentage of the participating interests.

In general, the Group has the option to take up to 51% participating interests in the development and production of the oil field and/or gas field under the China PSC and may exercise such option after the foreign partners have independently undertaken all the exploration risks and costs, completed all the exploration works and viable commercial discoveries have been made.

After the Group exercises its option to take certain participating interests in a China PSC, the Group accounts for the oil and gas properties according to its participating interest in the China PSC and recognizes its share of development costs, revenues and expenses from operations according to its participating interests in the China PSC. The Group does not account for either the exploration costs incurred by its foreign partners or the foreign partners’ share of development costs, revenues and expenses from operations.

 
9

 



Part of the annual gross production of oil and gas under the China PSC is distributed to the PRC government as a settlement of royalties which are payable pursuant to relevant requirements of the competent authority. The Group and the foreign partners also pay the value-added tax, currently classified as production tax, to the tax bureau at a pre- determined rate. In addition, there is a pre-agreed portion of oil and gas designated to recover all exploration costs, development costs (including the deemed interest) and operating costs incurred by the foreign partners and the Group according to their respective participating interests. Any remaining oil, after the foregoing priority allocations is first distributed to the PRC government as government share oil on a pre-determined ratio calculated by the successive incremental tiers on the basis of the annual gross production, and then distributed to the Group and the foreign partners according to their respective participating interests. As the government share oil is not included in the Group’s interest in the annual production, the net sales revenue of the Group does not include the sales revenue of the government share oil.

The foreign partners have the right either to take possession of their allocable remainder oil for sale in the international market, or to sell their allocable remainder oil in the PRC market according to the relevant laws and regulations of the PRC.

Overseas

In certain countries, the Group and the other partners to the overseas production sharing contracts are required to bear all exploration, development and operating costs according to their respective participating interests. Exploration, development and operating costs which qualify for recovery can be recovered according to the production sharing formula after commercial discoveries are made and production begins.

The Group’s net interest in the production sharing contracts in overseas locations consists of its participating interest in the properties covered under the relevant production sharing contracts, less oil and gas distributed to the local government and/or the domestic market obligation.

In other countries, the Group, as one of the title owners under certain exploration and/or production licenses or permits, is required to bear all exploration, development and operating costs together with other co-owners. Once production occurs, a certain percentage of the annual production or revenue will first be distributed to the local government, which, in most of cases, with the nature of royalty, and the rest of the annual production or revenue will be allocated among the co-owners. Exploration, development and operating costs can be deductible for the purpose of income tax calculation in accordance with local tax regulations.

5.    OIL AND GAS SALES

   
2007
   
2006
 
   
RMB’000
   
RMB’000
 
                 
Gross sales
    78,181,343       72,709,179  
Less: Royalties
    (1,059,018 )     (752,958 )
PRC government share oil
    (4,085,419 )     (4,128,268 )
      73,036,906       67,827,953  


 
10

 

6.    MARKETING PROFIT

   
2007
   
2006
 
   
RMB’000
   
RMB’000
 
                 
Marketing revenues
    17,397,338       20,964,093  
Crude oil and product purchases
    (17,082,624 )     (20,572,935 )
      314,714       391,158  
 
7.    SPECIAL OIL GAIN LEVY

In 2006, a Special Oil Gain Levy (“SOG Levy”) was imposed by the Ministry of Finance of the PRC at the progressive rates from 20% to 40% on the portion of the monthly weighted average sales price of the crude oil lifted in the PRC exceeding US$40 per barrel. The SOG Levy paid can be claimed as a deductible expense for corporate income tax purpose and is calculated based on the actual volume of the crude oil entitled.

8.    FINANCE COSTS

   
2007
   
2006
 
   
RMB’000
   
RMB’000
 
Interest on bank loans which are
           
– repayable within five years
    182,144       51,345  
– repayable after five years
          10,631  
Interest on other loans (including convertible bonds)
    688,876       907,565  
Other borrowing costs
    78,393       1,535  
                 
Total borrowing costs
    949,413       971,076  
                 
Less: Amount capitalised in property, plant and equipment
    (846,206 )     (913,175 )
      103,207       57,901  
Other finance costs:
               
Increase in discounted amount of provisions arising from
               
the passage of time
    305,758       250,922  
Fair value losses on embedded derivative component of convertible bonds
    1,622,823       1,523,307  
      2,031,788       1,832,130  

The interest rates used for interest capitalisation represented the cost of capital from raising the related borrowings and varied from 4.1% to 6.375% (2006: from 4.1% to 6.375%) per annum for the year ended 31 December 2007.

 
11

 


9.    INCOME TAX

An analysis of the provision for tax in the Group’s consolidated income statement is as follows:

       
2007
   
2006
 
       
RMB’000
   
RMB’000
 
Overseas
           
   
Current income tax
    967,047       874,378  
   
Deferred income tax
    (83,178 )     141,615  
PRC
               
   
Current income tax
    11,786,176       11,791,620  
   
Deferred income tax
    (617,722 )     388,700  
                 
Total tax charge for the year
    12,052,323       13,196,313  


 
12

 


10.  EARNINGS PER SHARE
 
   
2007
   
2006
 
Earnings:
           
Profit from ordinary activities attributable to shareholders for
           
the year for the basic earnings per share calculation
    RMB31,258,299,000       RMB30,926,943,000  
Interest expense and fair value losses recognised on the
               
embedded derivative component of convertible bonds
    RMB1,622,823,669 *     RMB1,915,414,568  
                 
Profit from ordinary activities attributable to shareholders for
               
the year for the diluted earnings per share calculation
    RMB32,881,122,669 *     RMB32,842,357,568  
                 
Number of shares:
               
Number of ordinary shares issued at the beginning of the year
               
before the weighted average effects of new shares issued and
               
share options exercised during the year
    43,328,552,648       41,054,675,375  
                 
Weighted average effect of new shares issued during the year
    276,884,564       1,457,036,115  
Weighted average effect of share options exercised during the year
          478,904  
                 
Weighted average number of ordinary shares for the basic earnings
               
per share calculation
    43,605,437,212       42,512,190,394  
                 
Effect of dilutive potential ordinary shares under the share option
               
schemes
    126,499,657       65,650,619  
                 
Effect of dilutive potential ordinary shares for convertible bonds
               
based on the “if converted method”
    1,055,500,755 *     1,310,307,143  
                 
Weighted average number of ordinary shares for the purpose of
               
diluted earnings per share
    44,787,437,624 *     43,888,148,156  
                 
Earnings per share
               
– Basic
    RMB0.72       RMB0.73  
– Diluted
    RMB0.72 *     RMB0.73  
 
* Since the diluted earnings per share amount is increased when taking the convertible bonds into account, the convertible bonds had an anti-dilutive effect on the basic earnings per share for the period and were ignored in the calculation of diluted earnings per share. Therefore, the diluted earnings per share amounts are based on the profit for the year of approximately RMB31,258,299,000, and the weighted average of 43,731,936,869 ordinary shares.

 
13

 


11.  HELD-TO-MATURITY FINANCIAL ASSET

The held-to-maturity financial asset comprises a corporates wealth management product arranged with a financial institution with an expected interest rate of 4%. The product matured on 31 January 2008.

12.  LONG TERM BANK LOANS

As at 31 December 2007, the long term bank loans of the Group were used primarily to finance the development of oil and gas properties and to meet working capital requirements.

     
2007
   
2006
 
     
RMB’000
   
RMB’000
 
 
Effective interest rate and final maturity
           
RMB denominated
Effective interest rate of 4.05% per annum with
           
bank loans
maturity through 2016
    500,000       500,000  
US$ denominated
Effective interest rate of LIBOR+0.23%~0.38%
               
bank loans*
per annum with maturity through 2017
    2,708,753       1,938,172  
Japanese Yen denominated
Effective interest rate of 4.1% per annum
               
bank loans
with maturity through 2007
          17,816  
        3,208,753       2,455,988  
Less: Current portion of long term bank loans
          (17,816 )
Less: Liabilities directly associated with non-current asset
               
classified as held for sale (note 16)
    (488,322 )      
        2,720,431       2,438,172  

* The amount represented the Group’s share of the utilised bank loans in Tangguh Liquefied Natural Gas Project (“Tangguh LNG Project”).

The Company delivered a guarantee dated 29 October 2007 in favor of Mizuho Corporate Bank, Ltd., 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.

As at 31 December 2007, all the bank loans of the Group were unsecured, and none of the outstanding borrowings were guaranteed by CNOOC.

 
14

 



13.  LONG TERM GUARANTEED NOTES

Long term guaranteed notes comprised the following:
 
(i)
The principal amount of US$500 million of 6.375% guaranteed notes due in 2012 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 are unconditionally and irrevocably guaranteed by the Company.
   
(ii)
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 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.
   
(iii)
The principal amount of US$1 billion zero coupon guaranteed convertible bonds due in 2009, unconditionally and irrevocably guaranteed by, and convertible into shares of the Company issued by CNOOC Finance (2004) Limited, a wholly-owned subsidiary of the Company, on 15 December 2004. The bonds are convertible from 15 January 2005 onwards at a price of HK$6.075 per share, subject to adjustments. The conversion price was adjusted to HK$5.97, HK$5.90 and HK$5.79 per share on 7 June 2005, 7 June 2006 and 7 June 2007, respectively, as a result of the declaration of the dividends for 2004, 2005 and 2006 by the Company. Unless previously redeemed, converted or purchased and cancelled, the bonds will be redeemed on the maturity date at 105.114% of the principal amount. CNOOC Finance (2004) Limited has an early redemption option at any time after 15 December 2007 (subject to certain criteria) and a cash settlement option to pay cash in lieu of delivering shares when the bondholders exercise their conversion right. The bondholders also have an early redemption option to require CNOOC Finance (2004) Limited to redeem all or part of the bonds on 15 December 2007 at an early redemption amount of 103.038% of the principal amount.
 
CNOOC Finance (2004) Limited renounced its cash settlement option by way of a supplemental trust deed dated 31 July 2007 entered into amongst the Company, CNOOC Finance (2004) Limited and BNY Corporate Trustee Services Limited. As such, the derivative component of the convertible bonds is no longer a liability and was transferred to equity.

During the year, convertible bonds with a face value of US$725,848,000 were converted into new shares of the Company. As at 31 December 2007, US$274,151,000 of convertible bonds were outstanding.

For conversion before the renunciation of cash settlement option, the bifurcated derivative component was marked to market through earnings up to the conversion date. The host bond was accreted and any deferred issuance costs was amortized up to the conversion date as if bond were to remain outstanding for its contractual life. The accreted value of the host bond and the marked-to-market value of derivative component were then reclassified into equity. Upon renunciation of the cash settlement option, the entire derivative component was marked to market and reclassified into equity. Subsequent conversions were accounted for in the same way but without considering the derivative component.

On 21 February 2008, CNOOC Finance (2004) Limited extinguished all the outstanding convertible bonds by exercising an early redemption option. The withdrawal of delisting of the convertible bonds on The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) was effective at the close of business on 6 March 2008. The Group currently has no convertible bond liability.

There is no default during the year of principal, interest or redemption term of the long term guaranteed notes.

 
15

 



14.  SHARE CAPITAL

               
Issued
 
   
Number
         
share capital
 
   
of shares
   
Share capital
   
equivalent of
 
Shares
 
 
   
HK$’000
   
RMB’000
 
Authorised:
                 
Ordinary shares of HK$0.02 each
                 
as at 31 December 2007 and 31 December 2006
    75,000,000,000       1,500,000        
Issued and fully paid:
                     
Ordinary shares of HK$0.02 each as at 1 January 2006
    41,054,675,375       821,094       876,635  
Exercise of options
    1,150,000       23       24  
Issue of new shares for cash
    2,272,727,273       45,454       46,994  
                         
As at 31 December 2006
    43,328,552,648       866,571       923,653  
Conversion of bonds
    974,064,328       19,481       18,888  
                         
As at 31 December 2007
    44,302,616,976       886,052       942,541  

15.  SEGMENT INFORMATION

Segment information is presented by way of two segment formats: (i) on a primary segment reporting basis, by business segment; and (ii) on a secondary segment reporting basis, by geographical segment.

Intersegment transactions: segment revenue, segment expenses and segment performance include transfers between business segments and between geographical segments. Such transfers are accounted for at cost. Those transfers are eliminated on consolidation.

(a) Business segments

The Group is organised on a worldwide basis into three major operating segments. The Group is involved in the upstream operating activities of the petroleum industry that comprise independent operations, production sharing contracts with foreign partners and trading business. These segments are determined primarily because senior management makes key operating decisions and assesses the performance of the segments separately. The Group evaluates the performance of each segment based on profit or loss from operations before income taxes.

The following table presents revenue, profit and certain assets, liabilities and expenditure information for the Group’s business segments for the years ended 31 December 2007 and 2006.

 
16

 




 
Independent operations
 
Production sharing contracts
 
Trading business
 
Unallocated
 
Eliminations
 
Consolidated
 
2007
 
2006
 
2007
 
2006
 
2007
 
2006
 
2007
 
2006
 
2007
 
2006
 
2007
 
2006
 
RMB’000
 
RMB’000
 
RMB’000
 
RMB’000
 
RMB’000
 
RMB’000
 
RMB’000
 
RMB’000
 
RMB’000
 
RMB’000
 
RMB’000
 
RMB’000
Sales to external customers:
                                             
Oil and gas sales
33,276,884
 
31,431,976
 
39,760,022
 
36,395,977
 
 
 
 
 
 
 
73,036,906
 
67,827,953
Marketing revenues
 
 
 
 
17,397,338
 
20,964,093
 
 
 
 
 
17,397,338
 
20,964,093
Intersegment revenues
1,128,726
 
851,604
 
6,006,262
 
11,056,807
 
 
 
     
(7,134,988)
 
(11,908,411)
 
 
Other income
180,604
 
19,809
 
49,428
 
89,239
 
 
 
59,555
 
46,190
 
 
 
289,587
 
155,238
Total
34,586,214
 
32,303,389
 
45,815,712
 
47,542,023
 
17,397,338
 
20,964,093
 
59,555
 
46,190
 
(7,134,988)
 
(11,908,411)
 
90,723,831
 
88,947,284
                                               
Segment results
                                             
Operating expenses
(3,119,948)
 
(2,538,092)
 
(4,919,655)
 
(4,461,092)
 
 
 
 
 
 
 
(8,039,603)
 
(6,999,184)
Production taxes
(1,697,064)
 
(1,606,059)
 
(1,800,376)
 
(1,709,602)
 
 
 
 
 
 
 
(3,497,440)
 
(3,315,661)
Exploration costs
(1,870,775)
 
(1,296,424)
 
(1,561,644)
 
(408,651)
 
 
 
 
 
 
 
(3,432,419)
 
(1,705,075)
Depreciation, depletion and amortisation
(2,690,210)
 
(2,502,336)
 
(4,684,259)
 
(4,430,878)
 
 
 
 
 
 
 
(7,374,469)
 
(6,933,214)
Dismantlement
(261,282)
 
(242,855)
 
(300,419)
 
(229,414)
 
 
 
 
 
 
 
(561,701)
 
(472,269)
Special oil gain levy
(3,315,007)
 
(1,928,985)
 
(3,522,206)
 
(2,052,185)
 
 
 
 
 
 
 
(6,837,213)
 
(3,981,170)
Impairment losses related to property,
                                             
plant and equipment
 
(150,399)
 
(613,505)
 
(101,958)
 
 
 
 
 
 
 
(613,505)
 
(252,357)
Crude oil and product purchases
(1,128,726)
 
(851,604)
 
(6,006,262)
 
(11,056,807)
 
(17,082,624)
 
(20,572,935)
 
 
 
7,134,988
 
11,908,411
 
(17,082,624)
 
(20,572,935)
Selling and administrative expenses
(57,363)
 
(82,377)
 
(738,895)
 
(708,652)
 
 
 
(944,903)
 
(752,748)
 
 
 
(1,741,161)
 
(1,543,777)
Others
(82,468)
 
(6,134)
 
(256,348)
 
(101,147)
 
 
 
(5,863)
 
(10,020)
 
 
 
(344,679)
 
(117,301)
Interest income
 
 
37,016
 
82,747
 
 
 
635,971
 
698,789
 
 
 
672,987
 
781,536
Finance costs
(184,521)
 
(200,110)
 
(192,516)
 
(112,379)
 
 
 
(1,654,751)
 
(1,519,641)
 
 
 
(2,031,788)
 
(1,832,130)
Exchange gains/(losses), net
79
 
(19)
 
(13,109)
 
19,544
 
 
 
1,868,998
 
288,857
 
 
 
1,855,968
 
308,382
Investment income
 
 
 
 
 
 
902,378
 
613,028
 
 
 
902,378
 
613,028
Share of profits of associates
 
 
 
 
 
 
719,039
 
321,676
 
 
 
719,039
 
321,676
Non-operating income/(expenses), net
 
 
 
 
 
 
(6,979)
 
876,423
 
 
 
(6,979)
 
876,423
Tax
 
 
 
 
 
 
(12,052,323)
 
(13,196,313)
 
 
 
(12,052,323)
 
(13,196,313)
                                               
Profit for the year
20,178,929
 
20,897,995
 
21,243,534
 
22,271,549
 
314,714
 
391,158
 
(10,478,878)
 
(12,633,759)
 
 
 
31,258,299
 
30,926,943
                                               
Other segment information
                                             
Segment assets
45,256,127
 
34,244,925
 
85,965,366
 
76,750,372
 
889,072
 
1,793,132
 
44,564,882
 
40,936,072
 
 
 
176,675,447
 
153,724,501
Interests in associates
 
 
 
 
 
 
2,030,999
 
1,543,515
 
 
 
2,030,999
 
1,543,515
Non-current asset classified as held
                                             
for sale
 
 
1,086,798
 
 
 
 
 
 
 
 
1,086,798
 
                                               
Total assets
45,256,127
 
34,244,925
 
87,052,164
 
76,750,372
 
889,072
 
1,793,132
 
46,595,881
 
42,479,587
 
 
 
179,793,244
 
155,268,016
                                               
Segment liabilities
(8,514,615)
 
(5,505,398)
 
(17,718,385)
 
(11,105,725)
 
(296,971)
 
(304,333)
 
(18,460,213)
 
(30,538,687)
 
 
 
(44,990,184)
 
(47,454,143)
Liabilities directly associated with
                                             
non-current asset classified as held
                                             
for sale
 
 
(488,322)
 
 
 
 
 
 
 
 
(488,322)
 
                                               
Total liabilities
(8,514,615)
 
(5,505,398)
 
(18,206,707)
 
(11,105,725)
 
(296,971)
 
(304,333)
 
(18,460,213)
 
(30,538,687)
 
 
 
(45,478,506)
 
(47,454,143)
                                               
Capital expenditure
12,437,280
 
8,839,966
 
15,150,291
 
35,673,922
 
 
 
26,186
 
128,538
 
 
 
27,613,757
 
44,642,426


 
17

 


(b) Geographical segments

The Group mainly engages in the exploration, development and production of crude oil, natural gas and other petroleum products at offshore China. Any activities outside the PRC are mainly conducted in Indonesia, Australia, Nigeria, Canada and Singapore.

In determining the Group’s geographical segments, revenues and results are attributed to the segments based on the location of the Group’s customers, and assets are attributed to the segments based on the location of the Group’s assets. No further analysis of geographical segment information is presented for revenues as over 86% of the Group’s revenues are generated from PRC customers, and revenues generated from customers in other locations are individually less than 10%.

The following table presents certain assets and capital expenditure information for the Group’s geographical segments for the years ended 31 December 2007 and 2006.

   
PRC
   
Africa
   
Indonesia
   
Others
   
Consolidation and elimination
   
Total
 
   
2007
   
2006
   
2007
   
2006
   
2007
   
2006
   
2007
   
2006
   
2007
   
2006
   
2007
   
2006
 
   
RMB’000
   
RMB’000
   
RMB’000
   
RMB’000
   
RMB’000
   
RMB’000
   
RMB’000
   
RMB’000
   
RMB’000
   
RMB’000
   
RMB’000
   
RMB’000
 
Segment assets
    165,069,955       141,671,505       28,552,281       24,885,876       18,869,876       19,006,251       39,600,715       35,901,096       (72,299,583 )     (66,196,712 )     179,793,244       155,268,016  
Capital expenditure
    18,919,577       15,794,450       5,972,625       25,265,423       2,592,117       3,384,807       129,438       197,746                   27,613,757       44,642,426  

16. SUBSEQUENT EVENTS

The Company and certain of its subsidiaries were the named defendants (the “Defendants”) in a case brought by a subsidiary of Talisman Energy Inc. (the “Plaintiff”) which is a partner of a joint operating agreement (the “JOA”) relating to the Southeast Sumatra production sharing contract working area in Indonesia. The Plaintiff was claiming rights under the JOA to demand an interest in the Tangguh LNG Project. The Defendants have fully settled the litigation with the Plaintiff and Talisman Energy Inc. by reaching an agreement to sell to Talisman Energy Inc. a 3.05691% working interest in the Tangguh LNG Project for a consideration of US$212.5 million. The transaction was completed through the equity transfer of an indirect subsidiary of the Company and became effective on 1 January 2008 (Hong Kong time). The Company through its subsidiary continues to hold a 13.89997% working interest in the Tangguh LNG Project after the sale.

Accordingly, the related property, plant and equipment are classified as a non-current asset classified as held for sale and the related long term bank loan is classified as liabilities directly associated with non-current asset classified as held for sale as at 31 December 2007.

 
18

 
 
MANAGEMENT DISCUSSION AND ANALYSIS

BUSINESS REVIEW AND PROSPECTS

In 2007, the Company maintained its high speed development with high efficiency. Each of its operation grew steadily.

For the year ended 31 December 2007, our total revenue amounted to RMB 90,723.8 million (US$11,892.1 million, the exchange rates used for 2007 and 2006 are 7.6289 and 7.9820 respectively), representing a 2.0% increase over last year. Net profit of the Group was RMB31,258.3 million (US$4,097.4 million), representing an increase of 1.1% over last year. The increase of net profit was mainly due to higher realized oil price and production growth.

As at 31 December 2007, the Group’s basic and diluted earnings per share were both RMB0.72.

In 2007, oil price maintained at high levels and nearly reached US$100 per barrel by the year-end. The main drivers included instability in oil producing countries and speculation. It is anticipated that oil price will remain at a relatively high level in 2008 due to complex factors.

In respect of our operating environment, the PRC government has tightened macroeconomic control. It is expected that China’s GDP growth may slightly slow down in 2008. The inflation rate has not had any sign of retreat since 2007. Raw material cost and service charges have been increasing continuously. In addition, the fiscal policy may be further tightened. All these factors are exerting higher pressure on the Company for cost control.

In order to capitalize on the opportunity of oil price hike, add more reserve and production volume, we will further increase capital expenditure on exploration and development in 2008. The Company will further enhance its exploration activities, collect more seismic data and drill more wells during the year. In offshore China, it is expected that Penglai 19-3 platforms II B/D/E, Wenchang oilfields and Xijiang 23-1 etc. will commence production in 2008. In addition, there are more than 15 projects under development. As such, the development capital expenditure will continue to increase.

CONSOLIDATED NET PROFIT

Our consolidated net profit increased 1.1% to RMB31,258.3 million (US$4,097.4 million) in 2007 from RMB30,926.9 million in 2006.

 
19

 



REVENUE

Our oil and gas sales increased 7.7% to RMB73,036.9 million (US$9,573.7 million) in 2007 from RMB 67,828.0 million in 2006. The increase was primarily attributable to higher oil prices in 2007. The average realised price for our crude oil increased US$7.36 per barrel, or 12.5%, to US$66.26 per barrel in 2007 from US$58.90 per barrel in 2006. We sold 134.6 million barrels of crude oil in 2007, representing a decrease of 0.6% from 135.4 million barrels in 2006. The average realised price for our natural gas increased US$0.25 per thousand cubic feet, or 8.7%, to US$3.30 per thousand cubic feet in 2007 from US$3.05 per thousand cubic feet in 2006. Sales volume of our natural gas increased 16.1% to 34.7 million BOE in 2007 from 29.9 million BOE in 2006.

Our net marketing profit, which is marketing revenue less purchase costs, decreased 19.6% to RMB314.7 million (US$41.3 million) from RMB391.2 million in 2006. Our realised marketing profit margin, which is our net marketing profit as a percentage of marketing revenues was 1.8%, relatively unchanged from 2006. In 2007, over 86% of our revenues were contributed by customers located in China, with the remainder generated from overseas.

EXPENSES

Operating expenses

Our operating expenses increased 14.9% to RMB8,039.6 million (US$1,053.8 million) in 2007 from RMB 6,999.2 million in 2006. Operating expenses per BOE increased 11.8% to RMB47.3 (US$6.20) per BOE in 2007 from RMB42.3 (US$5.30) per BOE in 2006. Operating expenses per BOE offshore China increased 11.4% to RMB38.6 (US$5.05) per BOE in 2007 from RMB34.6 (US$4.34) per BOE in 2006, primarily as a result of higher service fees and raw material prices. Operating expenses per BOE overseas decreased 4.6% to RMB104.7 (US$13.72) per BOE in 2007 from RMB109.8 (US$13.76) per BOE in 2006, primarily as a result of the increased production volume of the North West Shelf Project in Australia, which has a lower than average cost structure among our overseas operations.

Production taxes

Our production taxes increased 5.5% to RMB3,497.4 million (US$458.4 million) in 2007 from RMB3,315.7 million in 2006, primarily as a result of increased oil and gas sales.

Exploration costs

Our exploration costs increased 101.3% to RMB3,432.4 million (US$449.9 million) in 2007 from RMB1,705.1 million in 2006. Exploration costs incurred offshore China and overseas in 2007 increased 50.0% and 268.6%, respectively, in 2007, the Company continued to invest substantial human resourses and capital in exploration activities.

 
20

 
 
Depreciation, depletion and amortisation

Our depreciation, depletion and amortisation increased 6.4% to RMB7,374.5 million (US$966.6 million) in 2007 from RMB 6,933.2 million in 2006. Our average depreciation, depletion and amortisation per barrel increased 3.6% to RMB43.4 (US$5.69) per BOE in 2007 from RMB41.9 (US$5.25) per BOE in 2006, primarily as a result of the commencement of production of oil and gas fields in 2006 and 2007.

Dismantlement

Our dismantling expenses increased 18.9% to RMB561.7 million (US$73.6 million) in 2007 from RMB472.3 million in 2006, primarily as a result of the reevaluation of work commitments, higher service fees and raw material prices. Our average dismantling costs increased to RMB3.3 (US$0.43) per BOE in 2007 from RMB2.9 (US$0.36) per BOE in 2006.

Special Oil Gain Levy

Our Special Oil Gain Levy increased 71.7% to RMB6,837.2 million (US$896.2 million) in 2007 from RMB3,981.2 million in 2006, primarily as a result of our higher average realised oil price and the corresponding progressive rates imposed under the levy. In addition, as the levy was implemented in April 2006, we were subject to the levy for less than a full year in 2006.

Impairment losses related to property, plant and equipment

Our impairment losses increased 143.1% to RMB613.5 million (US$80.4 million) in 2007, from RMB252.4 million in 2006, primarily as a result of expected increase in future capital expenditures and lower reserve estimation with respect to an oil and gas field overseas.

Selling and administrative expenses

Our selling and administrative expenses increased 12.8% to RMB1,741.2 million (US$228.2 million) in 2007 from RMB1,543.8 million in 2006. Selling and administrative expenses for our offshore China operations increased 15.8% to RMB8.2 (US$1.07) per BOE in 2007 from RMB7.0 (US$0.88) in 2006, primarily as a result of higher prices in the PRC and share options expense recognised in 2007. Selling and administrative expenses for our overseas operations decreased 22.5% to RMB13.4 (US$1.76) per BOE in 2007 from RMB17.3 (US$2.17) per BOE in 2006, primarily as a result of the increased production volume of the North West Shelf Project in Australia, which has a lower than average cost structure among our overseas operations.

 
21

 



Finance costs, net

Our net finance costs increased 10.9% to RMB2,031.8 million (US$266.3 million) in 2007 from RMB1,832.1 million in 2006, primarily as a result of losses on fair value changes of the embedded derivative component of our convertible bonds and the effect of an increase in the amount of our provision of dismantlement arising from the passage of time, of which our interest income decreased 13.9% to RMB673.0 million in 2007 from RMB781.5 million in 2006, primarily as a result of an increase in financial investments in our short term asset portfolio.

Exchange gains/losses, net

Our net exchange gains incurred in 2007 were RMB1,856.0 million (US$243.3 million), representing an increase of RMB1,547.6 million (US$204.6 million) from net exchange gains of RMB308.4 million in 2006. Compared with 2006, the significantly increased exchange gains mainly came from dividends receivable from a subsidiary and active changes in currency structure of our assets portfolio in respond to the ongoing appreciation of RMB during 2007.

Investment income

Our investment income increased RMB289.4 million, or 47.2% to RMB902.4 million (US$118.3 million) in 2007 from RMB613.0 million in 2006, primarily as a result of realised gain from sales of investment funds and the shares of well-known public listed companies.

Share of profits of associates

Primarily contributed by good performance of one of our associate companies, CNOOC Finance Limited, our share of profits of associates increased 123.5% to RMB719.0 million (US$94.3 million) in 2007 from RMB321.7 million in 2007.

Non-operating income/expenses, net

Our net non-operating expenses for 2007 was RMB7.0 million (US$0.9 million), and our net non- operating income for 2006 was RMB 876.4 million. The decrease was primarily the result of a tax refund in 2006 in connection with re-investment in the PRC.

Income tax

Our income tax expense decreased 8.7% to RMB12,052.3 million (US$1,579.8 million) in 2007 from RMB13,196.3 million in 2006, primarily as a result of the deferred tax liability effect of the implementation of a tax rate decrease from 30% to 25% under the PRC Corporate Income Tax Law effective on 1 January 2008. Our effective tax rate for 2007 was 27.8%, versus 29.9% in 2006.

 
22

 
 
Cash generated from operating activities

Net cash generated from operating activities in 2007 amounted to RMB42,712.6 million (US$5,598.8 million), representing an increase of RMB3,487.0 million (US$684.5 million), or 8.9% from RMB39,225.6 million in 2006.

The increase in cash was mainly due to an increase in non-cash items such as depreciation, depletion and amortization expenses and impairment loss related to property, plant and equipment of RMB802.4 million (US$146.8 million).

Increase of cash flow was also partially offset by an increase of share of profit of associates of RMB397.4 million (US$54.0 million), decrease of profit before taxation of RMB812.6 million (US$149.3 million) and increase of net exchange gains of RMB1,547.3 million (US$204.6 million).

On the other hand, compared with 2006, the increase in operating cash flow was partially attributable to the increase in changes of working capital of RMB3,948.1 million (US$513.1 million). In addition, increase of investment income received of RMB396.4 million (US$53.5 million) and decrease in income taxes paid of RMB1,133.5 million (US$73.9 million) also contributed to the increase of net cash inflow from operating activities.

Capital expenditures and investments

Net cash outflow from investing activities in 2007 was RMB22,939.0 million (US$3,006.9 million), representing a decrease of RMB16,586.6 million (US$1,945.0 million), or 42.0% from RMB39,525.6 million in 2006.

In line with our “successful efforts” method of accounting, total capital expenditures and investments primarily include successful exploration and development expenditures and purchases of oil and gas properties. Total capital expenditures were RMB26,942.1 million (US$3,531.6 million) in 2007, representing a decrease of RMB17,274.5 million (US$2,007.9 million), or 39.1%, from RMB44,216.6 million in 2006. Our development expenditures in 2007 mainly related to the development of OML130, Penglai 19-3 Phase II, Luda 22-1, Bozhong 34-1, Liuhua 11-1 and Xijiang 23-1 oil and gas fields. Compared with 2006, there were no significant merger and acquisition expenditures.

In addition, cash inflow was attributable to the time deposits with maturities over three months of RMB2,032.8 million (US$266.5 million) and the net proceeds from sales of the available-for-sale financial assets and disposal of property, plant and equipment of RMB8,577.3 million (US$1,124.3 million). On the other hand, the cash outflow was attributable to the purchases of held-to-maturity financial asset of RMB3,000.0 million (US$393.2 million) and available-for-sale financial assets of RMB3,607.0 million (US$472.8 million).

 
23

 
 
Financing activities

Net cash outflow flow arising from financing activities in 2007 was RMB10,645.8 million (US$1,395.5 million), an net cash inflow of RMB6,038.6 million in 2006, representing an net increase of cash outflow of RMB16,684.4 million from 2006. In 2007 the net cash outflow was mainly due to the distribution of dividends of RMB11,523.7 million, and the repayment of bank loans of RMB17.8 million. It was partially offset by the cash inflow was mainly contributed by bank borrowed of RMB895.7 million.

The gearing ratio of the Company was 7.9% which is defined as interest bearing debt divided by interest bearing debt plus equity.

Market risks

Our market risk exposures primarily consist of fluctuations in oil and gas prices, exchange rates and interest rates.

Oil and gas price risk

As our oil prices are mainly determined by reference to the oil prices in international markets, changes in international oil prices have a large impact on us. Unstable and high volatility of international oil prices will have a significant effect on our net sales and net profits.

Currency risk

Substantially all of the Group’s oil and gas sales are denominated in Renminbi and US dollars. Starting from 21 July 2005, China reformed the exchange rate regime by moving into a managed floating exchange regime based on market supply and demand with reference to a basket of currencies. Renminbi would no longer be pegged to the United States dollar (“US dollars”). From that day to 31 December 2007, Renminbi appreciated by approximately 13.31% against the US dollar.

Interest rate risk

As of the end of 2007, the interest rates for 78% of the Company’s debts were fixed. The term of the weighted average balance was approximately 8.5 years. Fixed interest rate is considered to be favourable under the environment of interest rate hikes as it can reduce fluctuation in finance cost.

 
24

 



SUPPLEMENTAL INFORMATION FOR NORTH AMERICAN SHAREHOLDERS SIGNIFICANT DIFFERENCES BETWEEN HONG KONG GAAP AND GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE UNITED STATES OF AMERICA (“US GAAP”)

(a)   Impairment of long-lived assets

Under Hong Kong GAAP, impairment charges are recognised when a long-lived asset’s carrying amount exceeds the higher of an asset’s fair value less costs to sell and value in use, which incorporates discounting the asset’s estimated future cash flows.

Under US GAAP, long-lived assets are assessed for possible impairment in accordance with SFAS No. 144 Accounting for the Impairment or Disposal of Long-lived Assets. SFAS No. 144 requires the Group to (a) recognise an impairment loss only if the carrying amount of a long-lived asset is not recoverable from its undiscounted cash flows and (b) measure an impairment loss as the difference between the carrying amount and the fair value of the asset. SFAS No. 144 requires that a long-lived asset to be abandoned, exchanged for a similar productive asset, or distributed to owners in a spin- off be considered as held and used until it is disposed of.

SFAS No. 144 also requires the Group to assess the need for an impairment of capitalised costs of proved oil and gas properties and the costs of wells and related equipment and facilities on a property-by-property basis. If an impairment is indicated based on undiscounted expected future cash flows, then an impairment is recognised to the extent that net capitalised costs exceed the estimated fair value of a property. The fair value of the property is estimated by the Group using the present value of future cash flows. The impairment is determined based on the difference between the carrying value of the assets and the present value of future cash flows. It is reasonably possible that a change in reserve or price estimates could occur in the near term and adversely impact management’s estimate of future cash flows and consequently the carrying value of properties.

In addition, under Hong Kong GAAP, a subsequent increase in the recoverable amount of an asset (other than goodwill and available-for-sale equity investments) is reversed to the income statement to the extent that an impairment loss on the same asset was previously recognised as an expense when the circumstances and events that led to the write-down or write-off cease to exist. The reversal is reduced by the amount that would have been recognised as depreciation had the write- down or write-off not occurred. Under US GAAP, an impairment loss establishes a new cost basis for the impaired asset and the new cost basis should not be adjusted subsequently other than for further impairment losses.

For the year ended 31 December 2007, an impairment of approximately RMB613,505,000 related to an aged oil field was recognised under both Hong Kong GAAP and US GAAP. For the year ended 31 December 2006, an impairment of approximately RMB252,357,000 was recognised under Hong Kong GAAP and no impairment was recognised under US GAAP. As a result, additional depreciation of approximately RMB34,080,000 was recognised under US GAAP.

 
25

 
 
(b)  Accounting for convertible bonds

With effect from 1 January 2005, under HKAS 32 Financial Instruments: Disclosure and Presentation, financial instruments with cash settlement options and other derivative components need to be bifurcated into a debt component and a derivative component. The derivative component is marked to market at each balance sheet date and the differences are charged/credited to the income statement. However, with the renunciation of the cash settlement option in relation to the Group’s convertible bonds on 27 July 2007, under Hong Kong GAAP, the derivative component is transferred to equity. As such, no further mark-to-market of the derivative component is required going forward. There was no impact on the debt component, which has been stated at amortised cost.

Under US GAAP, convertible bonds are subject to different rules on the bifurcation of the debt and derivative components. According to SFAS No. 133 Implementation Issue No. C8, the renunciation of the cash settlement options does not cause the derivative component to be reclassified to an equity component, therefore the derivative component is still marked to market at each balance sheet date and the differences will be charged/credited to the income statement. The debt component is stated at amortised cost.

The Company considered whether the convertible bonds contain embedded derivative features which warrant separate accounting under the guidance provided in SFAS No. 133. To the extent that the embedded derivatives are determined to exist, the embedded derivatives are bifurcated as a single, compound derivative and are accounted for in accordance with SFAS No. 133. The Company bifurcated its embedded derivatives at fair value and determined the initial carrying value assigned to the host contract as the difference between the basis of the hybrid instrument and the fair value of the embedded derivatives, resulting in a discount attributed to the host bond contract. The host bond contract is then accreted from the initial amount to the maturity amount over the period from the date of issuance to the maturity date using the effective interest method.

The embedded derivative features within the convertible bonds that would individually warrant separate accounting as a derivative instrument under SFAS No. 133 are bundled together as a single, compound embedded derivative instrument that is bifurcated and accounted for separately from the host contract under SFAS No. 133. The Company used the binominal tree valuation model to value the compound embedded derivative features both initially and at each reporting period to record the changes in fair value of the derivative instruments.

Instruments with potential embedded derivative features are evaluated at inception to determine whether such features meet the definition of a derivative. The embedded derivative feature would be separated from the host contract and accounted for as a derivative instrument only if all of the following conditions are met:

(i)  
the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract;

 
26

 


(ii)  
the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value; and

(iii)  
a separate instrument with the same terms as the embedded derivative instrument would meet the definition of a derivative as described in SFAS No. 133.

The Group’s convertible bonds include the following embedded derivative features that warrant separate accounting as a single, compound embedded derivative instrument under SFAS No. 133:

(i)  
The bondholders’ right to convert the convertible bonds into the Company’s shares at specific price;

(ii)  
Prior to the renunciation of cash settlement option, upon exercise of the conversion right by the bondholders of the convertible bonds, the Company has the option to settle the exercise of the conversion right in cash; and

(iii)  
The convertible bonds are denominated in US dollars and are convertible into the Company’s share denominated into Hong Kong dollars using a fixed exchange rate of US$1 to HK$7.77.

(c)   Use of estimates in the preparation of financial statements

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The most significant estimates pertain to proved oil and gas reserve volumes, the future development cost and provision for dismantlement as well as estimates relating to certain oil and gas revenues and expenses. Actual amounts could differ from those estimates and assumptions.

(d)   Segment reporting

The Group’s segment information is based on the segmental operating results regularly reviewed by the Group’s chief operating decision maker. The accounting policies used are the same as those used in the preparation of the Group’s consolidated Hong Kong GAAP financial statements.

 
27

 
 
(e)   Income tax

The Group completed the acquisition of certain oil and gas interests in Nigeria in 2006. The oil and gas properties are still under exploration and development stage.

According to HKAS 12 “Income Taxes”, no deferred income tax liability is recognised for an asset acquisition. However, under US GAAP, a deferred income tax liability is recognised in accordance with EITF 98-11 “Accounting for Acquired Temporary Differences in Certain Purchase Transactions that are not Accounted for as Business Combinations”. Accordingly, both the property, plant and equipment and deferred tax liabilities related to OML130 are increased by RMB16,014,569,000 under US GAAP. The difference in accounting treatment has had no impact on the net equity reported under US GAAP.

(f)   Provision for dismantlement

Hong Kong GAAP requires the provision for dismantlement to be recorded for a present obligation no matter whether the obligation is legal or constructive. The associated cost is capitalised and the liability is discounted and accretion expense is recognised using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. In cases of remeasuring the provision for dismantlement of oil and gas properties, the Group shall use such a discount rate as mentioned above no matter whether future cash flows would move upward or downward. HK(IFRIC)-Int 1 requires that adjustments arising from changes in the estimated cash flows or the current discount rate should be added to or deducted from the cost of the related asset and liability.

Under US GAAP, SFAS No. 143 requires that the fair value of a liability for an asset retirement obligation to be recognised in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement costs are capitalised as part of the carrying amount of the long-lived assets. Further, under SFAS No. 143, the liability is discounted and accretion expense is recognised using the credit-adjusted risk-free interest rate in effect when the liability is initially recognised. If the Group remeasures the provision for dismantlement of oil and gas properties, upward revisions in the amount of undiscounted estimated cash flows shall be discounted using the current credit-adjusted risk-free rate; downward revisions in the amount of undiscounted estimated cash flows shall be discounted using the credit-adjusted risk-free rate that existed when the original liability was recognised. In cases that changes occur to the discount rate, the Group shall apply the original discount rate used to initially measure the dismantlement costs, rather than remeasuring the liability for changes in the discount rate. There were no differences between the amounts under Hong Kong GAAP and US GAAP for the periods presented.

 
28

 
 
(g)   Income tax rates

Under Hong Kong GAAP, HKAS 12 required the application of tax rates that have been enacted or substantively enacted by the balance sheet date.

Under US GAAP, SFAS No. 109 requires that a deferred tax liability or asset shall be measured using the enacted tax rates expected to apply to taxable income in the periods in which the deferred tax liability or asset is expected to be settled or realised.

There were no differences in the tax rates used for both Hong Kong GAAP and US GAAP for the periods presented.

(h)   Accounting for uncertainty in income taxes

Under US GAAP, FIN 48 clarifies that the accounting for income taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognised in the financial statements. It provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. The adoption of FIN 48 by the Company on 1 January 2007 had no significant impact on its financial position and result of operations.

However, under HK GAAP, there are no established standards specifically dealing with accounting for uncertainty in income taxes except for HKAS 37 Provisions, Contingent Liabilities and Contingent Assets that applies to all contingencies.

 
29

 
 
(i)    Effects on net profit and equity

The effects on net profit and equity of the above significant differences between Hong Kong GAAP and US GAAP are summarised below:

       
Net profit
       
       
2007
   
2006
 
       
RMB’000
   
RMB’000
 
                 
As reported under Hong Kong GAAP
    31,258,299       30,926,943  
                 
Impact of US GAAP adjustments:
               
   
Fair value losses on embedded derivative component of convertible bonds
    (2,975,664 )      
   
Depreciation of property, plant and equipment due to reversal of
               
     
impairment losses
    (34,080 )      
   
Deferred income tax related to depreciation of property, plant and equipment
    8,520        
   
Reversal of impairment losses related to property, plant and equipment
          252,357  
   
Deferred income tax related to impairment losses on property,
               
     
plant and equipment
          (75,708 )
                 
Net profit under US GAAP
    28,257,075       31,103,592  
                 
Net profit per share under US GAAP
               
– Basic
 
RMB0.65
   
RMB0.73
 
– Diluted
 
RMB0.65
   
RMB0.73
 
             
         
Net equity
 
         
2007
   
2006
 
         
RMB’000
   
RMB’000
 
As reported under Hong Kong GAAP
    134,314,738       107,771,928  
Impact of US GAAP adjustments:
               
   
Reversal of derivative component of convertible bond reclassified to equity
    (4,471,324 )      
   
Addition of share premium related to conversion of bonds
    4,076,738        
   
Fair value losses on embedded derivative component of convertible bonds
    (2,975,664 )      
   
Reversal of impairment losses related to property, plant and equipment
    252,357       252,357  
   
Deferred income tax related to impairment losses on property,
               
     
plant and equipment
    (75,708 )     (75,708 )
   
Depreciation of property, plant and equipment due to reversal of
               
     
impairment losses
    (34,080 )      
   
Deferred income tax related to depreciation of property, plant and equipment
    8,520        
   
Reversal of additional accumulated depreciation, depletion and amortisation
               
     
arising from the revaluation surplus on land and buildings
    44,207       44,207  
                       
As reported under US GAAP
    131,139,784       107,992,784  


 
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(j)    Comprehensive income

According to SFAS No. 130, “Reporting comprehensive income”, the Group is required to include a statement of other comprehensive income for revenues and expenses, gains and losses which under US GAAP are included in comprehensive income and excluded from net income.

   
2007
   
2006
 
   
RMB’000
   
RMB’000
 
                 
Net income under US GAAP
    28,257,075       31,103,592  
Other comprehensive income:
               
Foreign currency translation adjustments
    (3,861,917 )     (1,257,594 )
Unrealised gains on available-for-sale investments
    63,426       60,010  
Less: Reclassification adjustment for gains included in net income
    (60,010 )     (69,069 )
                 
Comprehensive income under US GAAP
    24,398,574       29,836,939  

The movement of accumulated other comprehensive income components is as follows:

   
Foreign
currency
translation
adjustments
   
Unrealised
gains on
available
-for-sale
investments
   
Accumulated
other
comprehensive
income
 
   
RMB’000
   
RMB’000
   
RMB’000
 
                   
Balance at 31 December 2005
    (512,943 )     69,069       (443,874 )
Reversal of current year’s realised gains
          (69,069 )     (69,069 )
Current year’s change
    (1,257,594 )     60,010       (1,197,584 )
                         
Balance at 31 December 2006
    (1,770,537 )     60,010       (1,710,527 )
Reversal of current year’s realised gains
          (60,010 )     (60,010 )
Current year’s change
    (3,861,917 )     63,426       (3,798,491 )
                         
Balance at 31 December 2007
    (5,632,454 )     63,426       (5,569,028 )


 
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(k)   Additional disclosure under FSP FAS19-1

The Group adopted FASB Staff Position FAS19-1, “Accounting for Suspended Well Costs”. Upon adoption of the FSP, the Group evaluated all existing capitalised exploratory well costs under the provisions of the FSP. The following table reflects the net changes in capitalised exploratory well costs during 2007 and 2006, and does not include amounts that were capitalised and subsequently expensed in the same period.</