CORRESP 1 filename1.htm Unassociated Document
 
December 18, 2009

Mr. Mark C. Shannon
Mr. James Giugliano
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Mail Stop 7010
Washington, DC 20549
USA

Re:          CNOOC Limited
Form 20-F for Fiscal Year Ended December 31, 2008
Filed May 8, 2009
Comment Letter Dated November 6, 2009
File No. 1-14966

Dear Messrs. Shannon and Giugliano:

We provide the following response to the comment letter from the Staff of the Securities and Exchange Commission (the “SEC”) dated November 6, 2009 with respect to the Form 20-F for the fiscal year ended December 31, 2008 of CNOOC Limited (the “Company”), which was filed on May 8, 2009 (the “2008 20-F”).  The italicized paragraphs below restate the numbered paragraph in the Staff’s comment letter, and the discussion set out below is the Company’s response to the Staff’s comments.

 
Form 20-F for the Fiscal Year Ended December 31, 2008
 
Engineering Comments
 
Supplementary Information on Oil and Gas Producing Activities, page S-1
 
1.
We have reviewed your response to prior comment five from our letter dated September 1, 2009. We reiterate our request that you provide us with the year in which the gas reserves were first booked as proved reserves and that you provide us with the schedule of development of these reserves. In addition, please confirm that all the reserves had binding gas sales contracts when they were first booked as proved undeveloped gas reserves.
 
 
The Company respectfully provides the following information to the Staff’s questions,
 
 
 
 
 
 
 
Mr. Mark C. Shannon
Mr. James Giugliano
Page 2 

 
1. As of the end of 2008, the Company had proved undeveloped gas reserves of 3,980 BCF.  The following table sets forth the year in which the gas reserves were first booked as proved reserves.

GAS PUD Reserves (BCF)
2000
2001
2002
2003
2004
2005
2006
2007
2008
Domestic
  Bohai Bay
100
261
1
35
101
39
  Western South China Sea
493
127
239
242
157
100
  Eastern South China Sea
519
181
55
  
94
  East China Sea
58
274
    Total Domestic
593
58
127
793
442
295
277
258
233
Overseas
  Indonesia
8
20
552
  Australia
34
210
80
    Total Overseas
8
20
34
552
210
80
Total
593
58
135
793
461
329
829
468
314

2. The above mentioned proved undeveloped reserves will be developed in accordance with the delivery schedules as provided by the relevant gas purchase and sales agreements. The following table summarizes as to when undeveloped gas reserves will be converted to developed gas reserves.

GAS Reserves Conversion
From Proved Undeveloped
To Developed (BCF)
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
after
2018
Domestic
  Bohai Bay
0
400
0
136
0
0
0
0
0
0
0
  Western South China Sea
425
84
0
849
0
0
0
0
0
0
0
  Eastern South China Sea
519
181
0
0
0
94
0
0
0
0
55
  East China Sea
0
169
33
89
25
17
0
0
0
0
0
    Total Domestic
944
834
33
1074
25
111
0
0
0
0
55
Overseas
  Indonesia
7
553
0
0
20
0
0
0
0
0
0
  Australia
34
0
0
0
220
0
0
7
16
0
47
    Total Overseas
41
553
0
0
240
0
0
7
16
0
47
Total
985
1387
33
1074
265
111
0
7
16
0
102

3. The Company confirms that all the proved gas reserves had either binding gas purchase and sales agreement (GSA), head of agreement (HOA), or memorandum
 
 
 
 
 
 
 
 
 
Mr. Mark C. Shannon
Mr. James Giugliano
Page 3 

 
of understanding (MOU) when they were first booked as proved undeveloped gas reserves. All the proved undeveloped gas reserves have binding contracts to sell the gas now.
 

In providing the above responses, and in response to the SEC’s request, we hereby acknowledge that:

·  
CNOOC Limited is responsible for the adequacy and accuracy of the disclosure in its filings with the Commission;

·  
Staff comments or changes to this disclosure in response to Staff comments do not foreclose the Commission from taking any action  with respect to the filing; and

·  
CNOOC Limited may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 
*           *           *

Should you have any questions regarding the foregoing or require additional information, please do not hesitate to contact me at fax number (86-10) 8452-1309 or email address yanghua@cnooc.com.cn or Show-Mao Chen of Davis Polk & Wardwell LLP at telephone number (86-10) 8567-5001 or email address show-mao.chen@davispolk.com.  Thank you very much for your assistance.

Sincerely,
 
 
 
 
By:
/s/ Hua Yang
Name:
Hua Yang
Title:
Executive Director, President and Chief Financial Officer
 
cc:           Show-Mao Chen, Davis Polk & Wardwell LLP