0000950103-19-013088.txt : 20190930 0000950103-19-013088.hdr.sgml : 20190930 20190930094316 ACCESSION NUMBER: 0000950103-19-013088 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20190930 FILED AS OF DATE: 20190930 DATE AS OF CHANGE: 20190930 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CNOOC LTD CENTRAL INDEX KEY: 0001095595 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 981119876 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14966 FILM NUMBER: 191124613 BUSINESS ADDRESS: STREET 1: 65TH FLOOR BANK OF CHINA TOWER STREET 2: 1 GARDEN RD CITY: HONG KONG STATE: F4 ZIP: 00000 BUSINESS PHONE: (852) 2213 2500 MAIL ADDRESS: STREET 1: 65TH FLOOR BANK OF CHINA TOWER STREET 2: 1 GARDEN RD CITY: HONG KONG STATE: F4 ZIP: 00000 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CNOOC Finance (2013) Ltd. CENTRAL INDEX KEY: 0001575555 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 981106718 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-188261-01 FILM NUMBER: 191124614 BUSINESS ADDRESS: STREET 1: 65TH FLOOR, BANK OF CHINA TOWER STREET 2: ONE GARDEN ROAD CITY: CENTRAL STATE: K3 ZIP: 00000 BUSINESS PHONE: 852 2213-2500 MAIL ADDRESS: STREET 1: 65TH FLOOR, BANK OF CHINA TOWER STREET 2: ONE GARDEN ROAD CITY: CENTRAL STATE: K3 ZIP: 00000 6-K 1 dp113571_6k.htm FORM 6-K

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 September 2019

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)

CNOOC Finance (2013) Limited

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

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NOS. 333-224357 AND 333-224357-02) OF CNOOC LIMITED AND CNOOC FINANCE (2013) LIMITED TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FILED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

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/ Weizhi Xie
	Name:	Weizhi Xie
	Title:	Chief Financial Officer

		CNOOC Finance (2013) Limited


	By:	/s/ Weizhi Xie
	Name:	Weizhi Xie
	Title:	Chief Financial Officer

Date: September 30, 2019

EXHIBIT INDEX

Exhibit No.	Description
4.1	Form of 2.875% Guaranteed Note due 2029
4.2	Form of 3.300% Guaranteed Note due 2049
5.1	Opinion of Davis Polk & Wardwell LLP, U.S. counsel to the Company and the 2019 Issuer
5.2	Opinion of Davis Polk & Wardwell Hong Kong Solicitors, Hong Kong counsel to the Company
5.3	Opinion of Maples and Calder (Hong Kong) LLP, British Virgin Islands counsel to the 2019 Issuer

EX-4.1 2 dp113571_ex0401.htm EXHIBIT 4.1

Exhibit 4.1

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR THE INDIVIDUAL SECURITIES REPRESENTED HEREBY, THIS GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

CNOOC FINANCE (2013) LIMITED

2.875% Guaranteed Note Due 2029

PRINCIPAL AMOUNT: US$________
CUSIP: 12625G AF1

ISIN: US12625GAF19

Common Code: 204982082
No.: ________

CNOOC Finance (2013) Limited, a company incorporated under the laws of the British Virgin Islands (the “Issuer,” which term includes any successor thereto under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to Cede & Co, or registered assigns, the principal sum of ________ U.S. DOLLARS (US$________) (or such other principal amount as shall be set forth in the Schedule of Increases or Decreases in Note attached hereto) on September 30, 2029, or on such earlier date as the principal hereof may become due in accordance with the provisions of this Note.

Interest Rate: 2.875% per annum.

Interest Payment Dates: September 30 and March 30 of each year, commencing on March 30, 2020.

Interest Record Dates: September 15 and March 15.

This Note is irrevocably and unconditionally guaranteed as to the due and punctual payment of the principal, interest and all other amounts payable in respect thereof by CNOOC Limited (the “Guarantor”) as evidenced by the guarantee (the “Guarantee”) endorsed hereon and in the Indenture referred to on the reverse hereof.

Reference is made to the further provisions of this Note set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been manually signed by the Trustee under the Indenture referred to on the reverse hereof.

IN WITNESS WHEREOF, CNOOC Finance (2013) Limited has caused this Note to be duly executed.

	CNOOC FINANCE (2013) LIMITED



	By:
		Name:
		Title:

[Global Note – Execution Page]

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Date of authentication:

	THE BANK OF NEW YORK MELLON,
	as Trustee



	By:
		Name:
		Title:

[Global Note – Execution Page]

REVERSE OF NOTE

CNOOC FINANCE (2013) LIMITED

2.875% Guaranteed Note Due 2029

This Note is one of a duly authorized issue of debt securities of the Issuer of the series designated as the “2.875% Guaranteed Note due 2029” (the “Notes”), all issued or to be issued under and pursuant to an Indenture, dated as of May 9, 2013 (the “Base Indenture”), duly executed and delivered by and among the Issuer, the Guarantor and The Bank of New York Mellon, as trustee (the “Trustee,” which term includes any successor trustee), initial paying agent and initial registrar. The Base Indenture is referred to herein as the “Indenture.” Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Indenture; provided, however, that “Prospectus” as used herein and in the Indenture shall mean the prospectus dated September 20, 2019, as supplemented by a prospectus supplement dated September 25, 2019 and further supplemented by a prospectus supplement dated September 27, 2019, relating to the offering of the Notes.

Interest. The Issuer promises to pay interest on the principal amount of this Note at a rate of 2.875% per annum. The Issuer will pay interest semi-annually on March 30 and September 30 of each year. If a payment date is not a Business Day as defined in the Indenture at a Place of Payment, payment may be made at that place on the next succeeding day that is a Business Day, and no interest shall accrue for the intervening period. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.

Method of Payment. The Issuer shall pay interest on the Notes (except Defaulted Interest), if any, to the Persons in whose name such Notes are registered at the close of business on the Record Date referred to on the face of this Note for such interest installment. In the event that the Notes or a portion thereof are called for redemption, and the Redemption Date is subsequent to a Record Date with respect to any Interest Payment Date and prior to such Interest Payment Date, interest on such Notes will instead be paid upon presentation and surrender of such Notes as provided in the Indenture. Payment of the principal of and interest on, and all other amounts payable under, the Notes and the Guarantee shall be made in the currency of the United States of America that at the time is legal tender for payment of public and private debts, at the Corporate Trust Office or, at the option of the Issuer, by check mailed to the address of the Person entitled thereto as such address shall appear in the Register or, in accordance with arrangements satisfactory to the Trustee, by wire transfer to an account designated by the Holder.

Paying Agent and Registrar. Initially, The Bank of New York Mellon will act as Paying Agent and Registrar. The Issuer or the Guarantor may change or appoint any Paying Agent or Registrar without notice to any Noteholder. The Issuer or the Guarantor may act in any such capacity.

Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (“TIA”) as in effect on the date the Indenture is qualified. The Notes are subject to all such terms, as amended or supplemented by this Note, and Noteholders are referred to the Indenture and TIA for a statement of such terms. The Notes are unsecured general obligations of the Issuer irrevocably and unconditionally guaranteed by the Guarantor and constitute the series

designated on the face of this Note as the “2.875% Guaranteed Note due 2029,” initially limited to US$1,000,000,000 in aggregate principal amount. The Issuer and the Guarantor will furnish to any Noteholder upon written request and without charge a copy of the Base Indenture. Requests may be made to: CNOOC Finance (2013) Limited, c/o CNOOC Limited, Room 1605, CNOOC Tower, No. 25 of Chaoyangmen North Street, Dongcheng District, Beijing 100010, China, Attention: Treasury Department.

For the purposes of the Notes, the second sentence of Section 17.12 of the Indenture shall be deemed to be deleted and replaced with the following:

“Service of any process, summons, notice or document by registered mail addressed to CNOOC Finance (2015) U.S.A. LLC at Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware, U.S.A. 19808, shall be effective service of process against the Issuer and the Guarantor for any suit, action or proceeding brought in any such court.”

For the purposes of the Notes, the following subsection, Section 4.07(d) will be deemed to be added to Section 4.07 of the Indenture:

“(d) In addition, the Guarantor or the Issuer may, at the Guarantor’s option, on not less than 30 nor more than 60 days’ prior notice, redeem the Notes at any time from or after June 30, 2029, in whole or in part, at a redemption price equal to 100% of the principal amount of the applicable Notes to be redeemed plus accrued and unpaid interest, if any, to (but not including) the date of redemption.

Notice of redemption may, in the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent, including, but not limited to, completion of an equity or debt offering, a financing, or other corporate transactions. If such redemption or purchase is so subject to satisfaction of one or more conditions precedent, such notice shall describe each such condition. In addition, if such notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all of such conditions are satisfied (or waived by the Issuer in its sole discretion), or such redemption may not occur and such notice may be rescinded in the event that any or all of such conditions are not satisfied (or waived by the Issuer in its sole discretion) by the redemption date, or by the redemption date so delayed.”

For the purposes of the Notes, the definition of “Principal Property” in Section 1.01 of the Indenture will be deemed to be deleted and replaced with the following:

““Principal Property” means any real property owned at September 30, 2019 or hereafter acquired by the Guarantor or a Principal Subsidiary, the gross book value (including related land and improvements thereon and all machinery and equipment included therein) of which, on the date as of which the determination is being made, exceeds 15% of the Consolidated Total Assets of the Guarantor.”

Redemption. Except as set forth below, the Notes are not redeemable prior to maturity.

(a)

The Guarantor or the Issuer may, at the Guarantor’s option, at any time and from time to time redeem the Notes, in whole or in part, on not less than 30 nor more than 60 calendar days’ prior notice mailed to the holders of such Notes, with a copy provided to the Trustee as provided in the Indenture. The Notes will be redeemable at a redemption price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including interest accrued to the Redemption Date), discounted to the Redemption

Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points, plus, in each case, accrued and unpaid interest on the Notes to be redeemed, if any, to the Redemption Date.

In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the Indenture.

(b)

The Notes may be redeemed, at the option of the Issuer, in whole but not in part, upon not less than 30 nor more than 60 calendar days’ notice to the Holders, at a redemption price equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption and Additional Amounts, if any, if, as a result of any change in or amendment to the laws of a Relevant Taxing Jurisdiction or any regulations or rulings promulgated thereunder, or any change in the official interpretation or official application of such laws, regulations or rulings, which change or amendment (i) in the case of the Guarantor or the Issuer becomes effective on or after the date of the applicable prospectus supplement, and (ii) in the case of any successor to the Guarantor or the Issuer that is organized or tax resident in a jurisdiction that is not a Relevant Taxing Jurisdiction as of the original issue date of the Notes becomes effective on or after the date such successor assumes the Guarantor’s or the Issuer’s obligations, as applicable, under the Notes and the Indenture,

(i)

the Issuer is or would be required on the next succeeding due date for a payment with respect to the Notes to pay Additional Amounts with respect to the Notes pursuant to Section 6.08 of the Indenture; or

(ii)

the Guarantor is or would be unable, for reasons outside its control, on the next succeeding due date for a payment with respect to the Notes to procure payment by the Issuer, and with respect to a payment due or to become due under the Guarantee or the Indenture, as the case may be, the Guarantor is or would be required on the next succeeding due date for a payment with respect to the Notes to pay Additional Amounts pursuant to Section 6.08 of the Indenture; or

(iii)

any payment to the Issuer by the Guarantor or any wholly-owned subsidiary of the Guarantor to enable the Issuer to make payment of interest or Additional Amounts, if any, on the Notes is or would be on the next succeeding due date for a payment with respect to the Notes subject to withholding or deduction for taxes imposed by a Relevant Taxing Jurisdiction or any authority therein or thereof having power to tax;

and such obligation cannot be avoided by the use of reasonable measures available to the Guarantor or the Issuer, as the case may be.

Notwithstanding anything to the contrary in the Indenture, the Guarantor, the Issuer or any successor person may not redeem the Notes in the case that Additional Amounts are payable in respect of PRC withholding tax at a rate of 10% or less solely as a result of the Guarantor, the Issuer or a successor person being considered a PRC tax resident under the PRC Enterprise Income Tax Law.

The Issuer or the Guarantor, as the case may be, shall also pay, or make available for payment, to the Holder of the Notes on the Redemption Date any Additional Amounts resulting from the payment of such Redemption Price.

If money sufficient to pay the Redemption Price of and accrued interest on all Notes to be redeemed on the Redemption Date is deposited with the Paying Agent on or before the Redemption Date and certain other conditions are satisfied, on and after such date interest shall cease to accrue on the Notes.

(c)

In addition, the Guarantor or the Issuer may, at the Guarantor’s option, on not less than 30 nor more than 60 days’ prior notice, redeem the Notes at any time from or after June 30, 2029, in whole or in part, at a redemption price equal to 100% of the principal amount of the applicable Notes to be redeemed plus accrued and unpaid interest, if any, to (but not including) the date of redemption.

(d)

The Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

Denominations, Transfer, Exchange. The Notes are in registered form without coupons in the denominations of US$200,000 or any integral multiple of US$1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Notes may be presented for exchange or for registration of transfer (duly endorsed or with the form of transfer endorsed thereon duly executed if so required by the Issuer, the Guarantor or the Registrar) at the office of the Registrar or at the office of any transfer agent designated by the Issuer or the Guarantor for such purpose. The Issuer or the Guarantor need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part.

Depositary. The Notes are initially issued in the form of one or more global notes. The depositary for the global note(s) is The Depository Trust Company, New York, New York.

Persons Deemed Owners. The registered Noteholder may be treated as its owner for all purposes.

Amendments, Supplements and Waivers. The Indenture and the Notes may be amended or supplemented as provided in the Indenture. Any consent or waiver by the Noteholders as provided in the Indenture shall be conclusive and binding upon such Holders and upon all future Noteholders and holders of any security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon the Notes.

10.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 7.01 of the Base Indenture. Upon the occurrence of an Event of Default, the rights and

obligations of the Issuer, the Guarantor, the Trustee and the Noteholders shall be as set forth in the applicable provisions of the Indenture.

11.

No Recourse Against Others. No recourse under or upon any obligation, covenant or agreement contained in the Indenture or the Notes, or because of any indebtedness evidenced thereby, shall be had against any incorporator as such, or against any past, present or future stockholder, officer, director or employee, as such, of the Issuer or the Guarantor or of any of their successors, either directly or through the Issuer, the Guarantor or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance hereof and as part of the consideration for the issue hereof.

12.

Authentication. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee.

13.

Governing Law. The Base Indenture and this Note shall be deemed to be contracts made under the law of the State of New York, and for all purposes shall be governed by and construed in accordance with the law of said State (without regard to conflicts of laws principles thereof that would permit the application of the laws of another jurisdiction).

GUARANTEE

CNOOC Limited (the “Guarantor”) hereby irrevocably and unconditionally guarantees to the Holder of the Note upon which this Guarantee is endorsed and to the Trustee on behalf of such Holder the due and punctual payment of the principal of, and interest on, and all other amounts payable under (including any Additional Amounts in respect thereof), this Note provided for pursuant to the Indenture and the terms of this Note when and as the same shall become due and payable, whether at Stated Maturity, upon acceleration, by call for redemption or otherwise, in accordance with the terms of such Note and of the Indenture. This is a guarantee of payment and not of collection. The Guarantor hereby expressly waives its right to require the Trustee to pursue or exhaust its legal or equitable remedies against the Issuer prior to exercising its rights under the Guarantee of the Guarantor. The Guarantor will not be discharged with respect to this Note except by payment in full of the principal thereof and interest thereon and all other amounts payable thereunder (including any Additional Amounts payable in respect thereof). In case of the failure of the Issuer punctually to pay any such principal, interest or other amounts, the Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Stated Maturity, by acceleration, call for redemption or otherwise, and as if such payment were made by the Issuer.

The Guarantor hereby further agrees that in the event that payments of principal or interest under the Note or the Guarantee is subject to withholding or deduction for or on account of any present or future taxes, duties, assessments or other governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by or on behalf of the British Virgin Islands, Hong Kong, the PRC or any other jurisdiction in which the Guarantor or the Issuer (or any successor to the Guarantor or the Issuer) is tax resident, in each case including in any political subdivision, territory or possession thereof, any authority therein having power to tax or any area subject to its jurisdiction or any jurisdiction from or through which any payment is made by or on behalf of the Issuer or the Guarantor, the Guarantor shall pay such Additional Amounts as will result (after deduction of such taxes, duties, assessments or governmental charges and any additional taxes, duties, assessments or governmental charges payable in respect of such Additional Amounts) in receipt by each Holder of any Note of such amounts as would have been received by such Holder with respect to such Note or the Guarantee, as applicable, had no such withholding or deduction been required. The Guarantor’s obligation pursuant to this paragraph is without duplication of the obligations of the Guarantor and the Issuer pursuant to Section 6.08 of the Indenture, and is subject to the same limitations contained in Section 6.08 of the Indenture.

The obligation of the Guarantor to the holder of the Note upon which this Guarantee is endorsed and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article 16 of the Indenture, and reference is hereby made to such Article and the Indenture for the precise terms of the Guarantee.

The Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Note upon which this Guarantee is endorsed shall have been executed by the Trustee under the Indenture by the manual signature of one of its authorized officers.

IN WITNESS WHEREOF, CNOOC Limited has caused the Guarantee endorsed on this Note to be signed manually or by facsimile by its duly authorized officer.

	CNOOC LIMITED,
	as Guarantor



	By:
		Name:
		Title:



	Corporate seal:



	In the presence of:




	By:
		Name:
		Title:

[Notation of Guarantee – Execution Page]

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]

[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]

the within Note and all rights thereunder, hereby irrevocably constituting and appointing _______________________________________________________________Attorney to transfer such Note on the books of the Issuer, with full power of substitution in the premises.

			Signature:





Dated:
			NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever.

SIGNATURE GUARANTEE

[Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Agents, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Agents in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.]

SCHEDULE OF INCREASES OR DECREASES IN NOTE

The initial principal amount of this Note is US$________. The following increases or decreases in a part of this Note have been made:

Date	Amount of decrease in principal amount of this Note	Amount of increase in principal amount of this Note	Principal amount of this Note following such decrease (or increase)	Signature of authorized signatory of Registrar

EX-4.2 3 dp113571_ex0402.htm EXHIBIT 4.2

Exhibit 4.2

CNOOC FINANCE (2013) LIMITED

3.300% Guaranteed Note Due 2049

PRINCIPAL AMOUNT: US$________
CUSIP: 12625G AG9

ISIN: US12625GAG91

Common Code: 204982112

CNOOC Finance (2013) Limited, a company incorporated under the laws of the British Virgin Islands (the “Issuer,” which term includes any successor thereto under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to Cede & Co, or registered assigns, the principal sum of ________U.S. DOLLARS (US$________) (or such other principal amount as shall be set forth in the Schedule of Increases or Decreases in Note attached hereto) on September 30, 2049, or on such earlier date as the principal hereof may become due in accordance with the provisions of this Note.

Interest Rate: 3.300% per annum.

Interest Payment Dates: March 30 and September 30 of each year, commencing on March 30, 2020.

Interest Record Dates: March 15 and September 15.

Reference is made to the further provisions of this Note set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.

IN WITNESS WHEREOF, CNOOC Finance (2013) Limited has caused this Note to be duly executed.

	CNOOC FINANCE (2013) LIMITED



	By:
		Name:
		Title:

[Global Note – Execution Page]

CERTIFICATE OF AUTHENTICATION

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Date of authentication:

	THE BANK OF NEW YORK MELLON,
	as Trustee



	By:
		Name:
		Title:

[Global Note – Execution Page]

REVERSE OF NOTE

CNOOC FINANCE (2013) LIMITED

3.300% Guaranteed Note Due 2049

This Note is one of a duly authorized issue of debt securities of the Issuer of the series designated as the “3.300% Guaranteed Note due 2049” (the “Notes”), all issued or to be issued under and pursuant to an Indenture, dated as of May 9, 2013 (the “Base Indenture”), duly executed and delivered by and among the Issuer, the Guarantor and The Bank of New York Mellon, as trustee (the “Trustee,” which term includes any successor trustee), initial paying agent and initial registrar. The Base Indenture is referred to herein as the “Indenture.” Capitalized terms used herein and not otherwise defined shall have the meanings given them in the Indenture; provided, however, that “Prospectus” as used herein and in the Indenture shall mean the prospectus dated September 20, 2019, as supplemented by a prospectus supplement dated September 25, 2019 and further supplemented by a prospectus supplement dated September 27, 2019 relating to the offering of the Notes.

Interest. The Issuer promises to pay interest on the principal amount of this Note at a rate of 3.300% per annum. The Issuer will pay interest semi-annually on March 30 and September 30 of each year. If a payment date is not a Business Day as defined in the Indenture at a Place of Payment, payment may be made at that place on the next succeeding day that is a Business Day, and no interest shall accrue for the intervening period. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.

designated on the face of this Note as the “3.300% Guaranteed Note due 2049,” initially limited to US$500,000,000 in aggregate principal amount. The Issuer and the Guarantor will furnish to any Noteholder upon written request and without charge a copy of the Base Indenture. Requests may be made to: CNOOC Finance (2013) Limited, c/o CNOOC Limited, Room 1605, CNOOC Tower, No. 25 of Chaoyangmen North Street, Dongcheng District, Beijing 100010, China, Attention: Treasury Department.

For the purposes of the Notes, the second sentence of Section 17.12 of the Indenture shall be deemed to be deleted and replaced with the following:

For the purposes of the Notes, the following subsection, Section 4.07(d) will be deemed to be added to Section 4.07 of the Indenture:

“(d) In addition, the Guarantor or the Issuer may, at the Guarantor’s option, on not less than 30 nor more than 60 days’ prior notice, redeem the Notes at any time from or after March 30, 2049, in whole or in part, at a redemption price equal to 100% of the principal amount of the applicable Notes to be redeemed plus accrued and unpaid interest, if any, to (but not including) the date of redemption.

For the purposes of the Notes, the definition of “Principal Property” in Section 1.01 of the Indenture will be deemed to be deleted and replaced with the following:

Redemption. Except as set forth below, the Notes are not redeemable prior to maturity.

(a)

In the case of any partial redemption, selection of the Notes for redemption will be made by the Trustee in compliance with the requirements of the Indenture.

(b)

(i)

(ii)

(iii)

and such obligation cannot be avoided by the use of reasonable measures available to the Guarantor or the Issuer, as the case may be.

(c)

In addition, the Guarantor or the Issuer may, at the Guarantor’s option, on not less than 30 nor more than 60 days’ prior notice, redeem the Notes at any time from or after March 30, 2049, in whole or in part, at a redemption price equal to 100% of the principal amount of the applicable Notes to be redeemed plus accrued and unpaid interest, if any, to (but not including) the date of redemption.

(d)

The Issuer shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

Depositary. The Notes are initially issued in the form of one or more global notes. The depositary for the global note(s) is The Depository Trust Company, New York, New York.

Persons Deemed Owners. The registered Noteholder may be treated as its owner for all purposes.

10.

Defaults and Remedies. The Events of Default relating to the Notes are defined in Section 7.01 of the Base Indenture. Upon the occurrence of an Event of Default, the rights and

obligations of the Issuer, the Guarantor, the Trustee and the Noteholders shall be as set forth in the applicable provisions of the Indenture.

11.

12.

Authentication. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee.

13.

GUARANTEE

IN WITNESS WHEREOF, CNOOC Limited has caused the Guarantee endorsed on this Note to be signed manually or by facsimile by its duly authorized officer.

	CNOOC LIMITED,
	as Guarantor



	By:
		Name:
		Title:



	Corporate seal:



	In the presence of:




	By:
		Name:
		Title:

[Notation of Guarantee – Execution Page]

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

[PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]

[PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE]

			Signature:





Dated:
			NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever.

SIGNATURE GUARANTEE

SCHEDULE OF INCREASES OR DECREASES IN NOTE

The initial principal amount of this Note is US$________. The following increases or decreases in a part of this Note have been made:

Date	Amount of decrease in principal amount of this Note	Amount of increase in principal amount of this Note	Principal amount of this Note following such decrease (or increase)	Signature of authorized signatory of Registrar

EX-5.1 4 dp113571_ex0501.htm EXHIBIT 5.1

Exhibit 5.1

[LETTERHEAD OF DAVIS POLK & WARDWELL LLP]

September 30, 2019

CNOOC Limited

65th Floor, Bank of China Tower

One Garden Road, Central

Hong Kong

CNOOC Finance (2013) Limited

Ritter House, Wickhams Cay II

Road Town, Tortola VG1110

British Virgin Islands.

Ladies and Gentlemen:

We are acting as special United States counsel for CNOOC Finance (2013) Limited, a company incorporated under the laws of the British Virgin Islands (the “Issuer”) and CNOOC Limited, a company incorporated under the laws of Hong Kong (the “Guarantor”), in connection with the offering by the Issuer, pursuant to the Underwriting Agreement dated September 25, 2019, as amended and restated in its entirety by the Underwriting Agreement dated September 27, 2019 (the “Amended and Restated Underwriting Agreement”) among the Issuer, the Guarantor and the Underwriters listed in Schedule 1 thereto (the “Underwriters”), of US$1,000,000,000 aggregate principal amount of the Issuer’s 2.875% Guaranteed Notes due 2029 (the “2029 Notes”) and US$500,000,000 aggregate principal amount of the Issuer’s 3.300% Guaranteed Notes due 2049 (the “2049 Notes” together with the 2029 Notes, the “Notes”), guaranteed by the Guarantor (the “Guarantees” and, together with the Notes, the “Securities”). The Securities are to be issued pursuant to the Indenture dated as of May 9, 2013 (the “Indenture”) among the Issuer, the Guarantor and The Bank of New York Mellon, as trustee, initial paying agent and initial registrar. The Issuer and the Guarantor have filed with the United States Securities and Exchange Commission the post-effective amendment No.1 to the Registration Statement on Form F-3 (File No. 333-224357) (the “Registration Statement”), pursuant to the provisions of the U.S. Securities Act of 1933, as amended (the “Act”).

We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

In rendering the opinions expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all documents filed as exhibits to the Registration Statement that have not been executed will conform to the forms thereof, (iv) all signatures on all documents that we reviewed are genuine, (v) all natural persons executing documents had and have the legal capacity to do so, (vi) all statements in certificates of public officials and officers of the Issuer and the Guarantor that we reviewed were and are accurate and (vii) all representations made by the Issuer and the Guarantor as to matters of fact in the documents that we reviewed were and are accurate.

Based upon and subject to the foregoing, and subject to the additional assumptions and qualifications set forth below, we are of the opinion that:

Assuming that the Securities have been duly authorized, executed and delivered by the Issuer and the Guarantor insofar as the laws of British Virgin Islands and Hong Kong are concerned, respectively, the Notes and the Guarantees endorsed thereon, when the Notes are executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to the Amended and Restated Underwriting Agreement, will constitute valid and binding obligations of the Issuer and the Guarantor, respectively, enforceable in

accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, and may be subject to possible judicial or regulatory actions giving effect to governmental actions or foreign laws affecting creditors' rights, provided that we express no opinion as to (x) the enforceability of any waiver of rights under any usury or stay law, or (y) the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of stated principal amount upon acceleration of the Securities to the extent determined to constitute unearned interest.

In connection with the opinions expressed above, we have assumed that, at or prior to the time of the delivery of the Securities, (i) the Board of Directors of the Guarantor and the Sole Director of the Issuer, as the case may be, shall have duly authorized the issuance and sale of the Securities, respectively, and such authorization shall not have been modified or rescinded; (ii) each of the Issuer and the Guarantor has been duly incorporated and is validly existing as a company in good standing under the laws of the British Virgin Islands and Hong Kong, respectively; and (iii) the Indenture and the Securities (collectively, the “Documents”) are each valid, binding and enforceable agreements of each party thereto (other than as expressly covered above in respect of the Issuer or the Guarantor). In addition, we have assumed that the execution, delivery and performance by each party thereto of each Document to which it is a party (a) do not contravene, or constitute a default under, the certificate of incorporation or bylaws or other constitutive documents of such party, (b) require no action by or in respect of, or filing with, any governmental body, agency or official and (c) do not contravene, or constitute a default under, any provision of applicable law or regulation or any judgment, injunction, order or decree or any agreement or other instrument binding upon such party.

We are members of the Bar of the State of New York and the foregoing opinion is limited to the laws of the State of New York, except that we express no opinion as to any law, rule or regulation that is applicable to the Issuer and the Guarantor, the Documents or such transactions solely because such law, rule or regulation is part of a regulatory regime applicable to any party to any of the Documents or any of its affiliates due to the specific assets or business of such party or such affiliate.

We hereby consent to the filing of this opinion as an exhibit to a report on Form 6-K furnished by the Issuer and the Guarantor on the date hereof and its incorporation by reference in the Registration Statement referred to above and further consent to the reference to our name under the caption “Legal Matters” in the prospectus, which is a part of the Registration Statement, and the prospectus supplement dated September 25, 2019 relating to the Securities. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Davis Polk & Wardwell LLP

EX-5.2 5 dp113571_ex0502.htm EXHIBIT 5.2

Exhibit 5.2

[LETTERHEAD OF DAVIS POLK & WARDWELL, HONG KONG SOLICITORS]

September 30, 2019

CNOOC Limited

65th Floor, Bank of China Tower

1 Garden Road, Central

Hong Kong

CNOOC Finance (2013) Limited
Ritter House, Wickhams Cay II

Road Town, Tortola VG1110

British Virgin Islands.

Ladies and Gentlemen:

We have acted as Hong Kong counsel for CNOOC Limited, a limited liability company incorporated under the laws of Hong Kong (the “Company”), in connection with the offering by CNOOC Finance (2013) Limited, a company incorporated under the laws of the British Virgin Islands (the “Issuer”), pursuant to the underwriting agreement dated September 25, 2019, as amended and restated in its entirety by the underwriting agreement dated September 27, 2019 (the “Amended and Restated Underwriting Agreement”) among the Issuer, the Company and the underwriters listed in Schedule 1 thereto (the “Underwriters”), of US$1,000,000,000 aggregate principal amount of the Issuer’s 2.875% Guaranteed Notes due 2029 (the “2029 Notes”) and US$500,000,000 aggregate principal amount of the Issuer’s 3.300% Guaranteed Notes due 2049 (the “2049 Notes”, together with the 2029 Notes, the “Notes”), guaranteed by the Company (the “Guarantee” and, together with the Notes, the “Securities”). The Securities are to be issued pursuant to the provisions of the indenture dated as of May 9, 2013 (the “Indenture”) among the Issuer, the Company and The Bank of New York Mellon, as trustee, initial paying agent and initial registrar. The Issuer and the Company have filed with the United States Securities and Exchange Commission the Post-Effective Amendment No.1 to the shelf registration statement on Form F-3 (File No. 333-224357) (the “Registration Statement”) pursuant to the provisions of the U.S. Securities Act of 1933, as amended (the “Securities Act”).

Based upon the foregoing, and subject to the assumptions and qualifications set forth in Schedule I, we advise you that, in our opinion:

(1) Based solely on the certificate of continuing registration of the Company issued by the Registrar of Companies in Hong Kong dated September 27, 2019, the Company was incorporated under the Companies Ordinance (Cap. 32 of the Laws of Hong Kong), predecessor to the Companies Ordinance, (Cap. 622 of the Laws of Hong Kong) (the “CO”) and remains registered as a limited company in the Companies Register maintained under the CO with corporate power and capacity to own its own properties and conduct its business in accordance with its articles of association.

(2) The Indenture and the Guarantee have been duly authorized by the Company.

(3) Assuming that the Indenture is duly executed by the Company insofar as New York law is concerned, the Indenture has been duly executed by the Company.

This opinion is governed by and shall be construed in accordance with Hong Kong law.

We hereby consent to the filing of this opinion as an exhibit to a report on Form 6-K furnished by the Issuer and the Company on the date hereof and its incorporation by reference in the Registration Statement referred to above and further consent to the reference to our name under the caption “Legal Matters” and “Enforceability of Civil Liabilities” in the prospectus, which is a part of the Registration Statement, the prospectus supplement No. 1 dated September 25, 2019 and the prospectus supplement No. 2 dated September 27, 2019 relating to the Securities. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Davis Polk & Wardwell

September 30, 2019

Schedule I

A.	Assumptions

In rendering this opinion, we have, with your consent and without any independent enquiry or investigation, assumed:

the conformity to originals of all documents supplied to us as copies and the genuineness of all signatures, seals and markings on, and the authenticity, accuracy and completeness of, all documents submitted to us whether as originals or copies;

that, where a document has been examined by us in draft, in agreed form or in specimen form, it will be or has been duly executed in the form of that draft, agreed form or specimen form;

that on or after the date of execution of the Indenture and the Guarantee (together, the “Documents”), there has been no amendment (manuscript or otherwise), rescission or termination of such Documents nor any other arrangements between any of the parties to the Documents which modify or supersede any of the terms of the Documents;

that the Documents have been duly delivered by the parties and are not subject to any escrow or other similar arrangement;

that all statements of fact (including, without limitation, all representations and warranties) contained in the Documents and any notices and certificates given or to be given under such Documents are, when made or repeated or deemed to be made or repeated, true, accurate and complete, that all opinions expressed or stated therein are bona fide, justifiably and honestly held and were reached after due consideration, and that any representation or warranty by any party thereto that it is not aware of or has no notice or knowledge of any act, matter, thing or circumstance means that the same does not exist or has not occurred;

absence of bad faith, fraud, undue influence, coercion, duress or misrepresentation on the part of any party to the Documents, and their respective directors, employees or agents, and that each of the Documents has been entered into for bona fide commercial reasons and on arm’s length terms by each of the parties thereto;

that there has been no breach of any of the provisions of the Documents by any of the parties thereto, nor has any provision of such Documents been affected by any other document or agreement or any course of dealings between the parties thereto or other event that would render the execution, delivery or performance of such Documents illegal, void or otherwise ineffective;

that due compliance has been effected with all matters (including, without limitation, the obtaining of necessary authorizations and consents, the making of necessary filings, lodgements, registrations and notifications and the payment of stamp duties and other documentary taxes) required under the laws of all relevant jurisdictions (other than the laws of Hong Kong) in connection with the execution, delivery and performance of the Documents, and that such compliance remains in full force and effect and will continue to be effective;

that there is no provision of any law of any jurisdiction outside Hong Kong that renders the execution, delivery or performance of any of the Documents illegal or ineffective and that insofar as any obligation under the Documents is performed in, or is otherwise subject to, any jurisdiction other than Hong Kong, its performance will not be illegal or ineffective by virtue of the law of that jurisdiction;

10.

that the information revealed by a search of the records of the Company at the Companies Registry in Hong Kong on September 27, 2019 (a) was accurate in all respects and has not since the time of such search been altered, and (b) was complete and that such search did not fail to disclose any information which had been delivered for filing but which did not appear on the public file and was not disclosed at the time of the relevant search;

11.

that no winding up resolution or petition (voluntary or otherwise) has been presented, or order made by a court for the winding up or dissolution of the Company and no receiver, administrative receiver, manager, liquidator, trustee or similar officer has been appointed in relation to the Company or any of its respective assets or revenue; and

12.

that the directors of the Company, in approving and authorizing the execution of the Documents and transactions contemplated thereby have exercised and will exercise their powers in accordance with their duties (including fiduciary duties) under all applicable laws and the articles of association in force at the relevant time.

B.	Qualifications

Our opinion is subject to the following qualifications:

Our opinion is subject to applicable bankruptcy, insolvency and financial institution recovery and resolution laws including provisions relating to the setting aside of transactions, proof and ranking of claims, or otherwise affecting creditors’ rights whether specifically or generally, concepts of reasonableness, public policy and equitable principles of general applicability.

Any Companies Registry search may not completely and accurately reflect the corporate situation of the Company due to (i) failure by officers of the Company to file documents that ought to be filed, (ii) statutory prescribed time-periods within which documents evidencing corporate actions may be filed, (iii) the possibility of additional delays (beyond the statutory time limits) between the taking of the corporation action and the necessary filing at the Companies Registry, (iv) the possibility of delays at the Companies Registry in the registration of documents and their subsequent copying onto the microfiche and (v) error and mis-filing that may occur.

We have assumed in giving this opinion that the common law and rules of equity of England which applied in Hong Kong on June 30, 1997 continue to apply, subject to: (a) their subsequent independent development, which rests primarily with the courts of Hong Kong; (b) the extent to which they contravene the Basic Law of Hong Kong; and (c) their amendment by the Hong Kong legislature. We should also add that Article 158 of the Basic Law provides that, ultimately, the power to interpret the provisions of the Basic Law is vested in the Standing Committee of the National People’s Congress of the People’s Republic of China and this has been confirmed by the decision of Hong Kong’s Court of Final Appeal in Vallejos and Domingo v Commissioner of Registration (2013) 16 HKCFAR 45.

EX-5.3 6 dp113571_ex0503.htm EXHIBIT 5.3

Exhibit 5.3

[LETTERHEAD OF MAPLES AND CALDER (HONG KONG) LLP]

Our ref	VSL/763057-000001/15298850v1
Direct tel	+852 3690 7513
Email	vivian.lee@maples.com

CNOOC Finance (2013) Limited

Ritter House, Wickhams Cay II

Road Town, Tortola

VG1110

British Virgin Islands

30 September 2019

Dear Sirs

CNOOC Finance (2013) Limited

We have acted as British Virgin Islands legal advisers to CNOOC Finance (2013) Limited (the "Company") in connection with the Company’s registration statement on Form F-3, dated 20 April 2018 as amended by the Post-Effective Amendment No. 1 dated 20 September 2019, including all amendments or supplements thereto (the "Registration Statement"), filed with the Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended to date, in connection with the issuance and sale by the Company of US$1,000,000,000 aggregate principal amount of its 2.875 per cent. Guaranteed Notes due 2029 and US$500,000,000 aggregate principal amount of its 3.300 per cent. Guaranteed Notes due 2049 (collectively, the "Securities"), which would be fully and unconditionally guaranteed by CNOOC Limited. The Securities are to be issued under an indenture entered into among the Company, CNOOC Limited and the Bank of New York Mellon as the trustee, initial paying agent and initial registrar on 9 May 2013 (the "Indenture").

We are furnishing this opinion as Exhibits 5.5 and 23.11 to the Registration Statement.

Documents Reviewed

For the purposes of this opinion, we have reviewed only originals, copies or final drafts of the following documents:

1.1

The Certificate of Incorporation of the Company dated 23 April 2013.

1.2

The Memorandum and Articles of Association of the Company as registered on 23 April 2013 (the "Memorandum and Articles of Association").

1.3

The written resolutions of the sole director of the Company dated 9 September 2019 (the "Board Resolutions").

1.4

A certificate from a Director of the Company addressed to this firm dated 27 September 2019, a copy of which is attached hereto (the "Director's Certificate").

1.5

A Certificate of Incumbency dated 26 September 2019, issued by Intertrust Corporate Services (BVI) Limited, the Company's registered agent, (a copy of which is attached as Annexure A) (the "Registered Agent's Certificate").

1.6

A certificate of good standing with respect to the Company issued by the Registrar of Corporate Affairs dated 3 September 2019 (the "Certificate of Good Standing").

1.7

The Registration Statement.

Assumptions

The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the British Virgin Islands which are in force on the date of this opinion letter. In giving these opinions we have relied (without further verification) upon the completeness and accuracy, as of the date of this opinion letter, of the Director's Certificate, the Certificate of Good Standing and the Certificate of Incumbency. We have also relied upon the following assumptions, which we have not independently verified:

2.1

Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals.

2.2

All signatures, initials and seals are genuine.

2.3

The Securities are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the State of New York (the "Relevant Law") and all other relevant laws (other than, with respect to the Company, the laws of the British Virgin Islands).

2.4

The capacity, power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws of the British Virgin Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Securities.

2.5

There is nothing contained in the minute book or corporate records of the Company (which we have not inspected) which would or might affect the opinions set out below.

2.6

There is no contractual or other prohibition or restriction (other than as arising under British Virgin Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Securities.

2.7

No monies paid to or for the account of any party under the Securities represent or will represent proceeds of criminal conduct (as defined under the Proceeds of Criminal Conduct Act, 1997).

2.8

There is nothing under any law (other than the law of the British Virgin Islands) which would or might affect the opinions set out below. Specifically, we have made no independent investigation of the Relevant Law.

Opinion

Based upon the foregoing and subject to the qualifications set out below and having regard to such legal considerations as we deem relevant, we are of the opinion that:

3.1

The Company is a company limited by shares incorporated with limited liability under the BVI Business Companies Act (as amended) (the "Act"), is in good standing at the Registry of Corporate Affairs, is validly existing under the laws of the British Virgin Islands and possesses the capacity to sue and be sued in its own name.

3.2

The execution, issuance, delivery and performance of the Securities have been duly authorised by and on behalf of the Company, and when the Securities have been authenticated in the manner set forth in the Indenture relating to such issue of Securities, the Securities have been duly executed, issued and delivered on behalf of the Company and constitute the legal, valid and binding obligations of the Company enforceable in accordance with their terms.

3.3

The statements under the caption "Taxation" in the prospectus forming part of the Registration Statement, to the extent that they constitute statements of British Virgin Islands law, are accurate in all material respects and that such statements constitute our opinion.

Qualifications

The opinions expressed above are subject to the following qualifications:

4.1

The obligations assumed by the Company under the Securities will not necessarily be enforceable in all circumstances in accordance with their terms. In particular:

(a)

enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium or other laws of general application relating to or affecting the rights of creditors;

(b)

enforcement may be limited by general principles of equity. For example, equitable remedies such as specific performance may not be available, inter alia, where damages are considered to be an adequate remedy;

(c)

some claims may become barred under relevant statutes of limitation or may be or become subject to defences of set off, counterclaim, estoppel and similar defences;

(d)

where obligations are to be performed in a jurisdiction outside the British Virgin Islands, they may not be enforceable in the British Virgin Islands to the extent that performance would be illegal under the laws of that jurisdiction;

(e)

the courts of the British Virgin Islands have jurisdiction to give judgment in the currency of the relevant obligation;

(f)

arrangements that constitute penalties will not be enforceable;

(g)

enforcement may be prevented by reason of fraud, coercion, duress, undue influence, misrepresentation, public policy or mistake or limited by the doctrine of frustration of contracts;

(h)

an agreement made by a person in the course of carrying on unauthorised financial services business is unenforceable against the other party under section 50F of the Financial Services Commission Act, 2001;

(i)

provisions imposing confidentiality obligations may be overridden by compulsion of applicable law or the requirements of legal and/or regulatory process;

(j)

the courts of the British Virgin Islands may decline to exercise jurisdiction in relation to substantive proceedings brought under or in relation to the Securities in matters where they determine that such proceedings may be tried in a more appropriate forum;

(k)

any provision of the Securities that is governed by British Virgin Islands law which expresses any matter to be determined by future agreement may be void or unenforceable;

(l)

we reserve our opinion as to the enforceability of the relevant provisions of the Securities to the extent that it purports to grant exclusive jurisdiction as there may be circumstances in which the courts of the British Virgin Islands would accept jurisdiction notwithstanding such provisions; and

(m)

a company cannot, by agreement or in its articles of association, restrict the exercise of a statutory power and there is doubt as to the enforceability of any provision in the Securities whereby the Company covenants to restrict the exercise of powers specifically given to it under the Act including, without limitation, the power to increase its maximum number of shares, amend its memorandum and articles of association or present a petition to a British Virgin Islands court for an order to wind up the Company.

4.2

Applicable court fees will be payable in respect of the enforcement of the Securities.

4.3

To maintain the Company in good standing under the laws of the British Virgin Islands, annual filing fees must be paid to the Registry of Corporate Affairs.

4.4

A certificate, determination, calculation or designation of any party to the Securities as to any matter provided therein might be held by a British Virgin Islands court not to be conclusive final and binding if, for example, it could be shown to have an unreasonable or arbitrary basis, or in the event of manifest error.

4.5

The obligations of the Company may be subject to restrictions pursuant to United Nations sanctions as implemented under the laws of the British Virgin Islands and/or restrictive measures adopted by the European Union Council for Common Foreign and Security Policy extended to the British Virgin Islands by the Order of Her Majesty in Council.

4.6

We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non-British Virgin Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations and any references to them in the Securities.

Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our name under the headings "Enforceability of Civil Liabilities", "Taxation" and "Legal Matters" and elsewhere in the prospectus supplement included in the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the U.S. Securities Act of 1933, as amended, or the Rules and Regulations of the Commission thereunder.

Yours faithfully

/s/ Maples and Calder (Hong Kong) LLP