[] [CNOOC LIMITED Debt Securities Underwriting Agreement Standard Provisions Guarantor Underwriting Agreement Securities Underwriters Representative Issuer Agreement Trustee From time to time, CNOOC Limited, a company incorporated with limited liability under the laws of Hong Kong (the “ Registration Statement Commission Securities Act Basic Prospectus Prospectus Supplement Rule 430 Information Registration Statement Prospectus Preliminary Prospectus supplement amendment amend Exchange Act Effective] [INDENTURE Dated as of , 2013 Among CNOOC FINANCE (2013) LIMITED as Issuer CNOOC LIMITED as Guarantor THE BANK OF NEW YORK MELLON as Trustee THE BANK OF NEW YORK MELLON as Paying Agent and THE BANK OF NEW YORK MELLON as Registrar DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE I DEFINITIONS Section 1.01 Definitions 1 Section 1.02 Rules of] [[LETTERHEAD OF DAVIS POLK & WARDWELL LLP] May 1, 2013 CNOOC Limited 65th Floor, Bank of China Tower One Garden Road, Central Hong Kong CNOOC Finance (2013) Limited c/o Intertrust Corporate Services (BVI) Limited 171 Main Street Road Town Tortola VG1 110 British Virgin Islands Ladies and Gentlemen: Issuer Guarantor Registration Statement Act Debt Securities Indenture Trustee Guarantees We, as] [[LETTERHEAD OF DAVIS POLK & WARDWELL, HONG KONG SOLICITORS] May 1, 2013 CNOOC Limited 65th Floor, Bank of China Tower One Garden Road, Central Hong Kong Ladies and Gentlemen: Company Issuer Registration Statement Securities Act Debt Securities Indenture Trustee Guarantees CNOOC Limited, a limited liability company incorporated under the laws of Hong Kong (the “ We, as your counsel, have] [[LETTERHEAD OF WALKERS] 1 May 2013 Our Ref: AOD/ST/C4132-H08523 CNOOC Finance (2013) Limited c/o Intertrust Corporate Services (BVI) Limited 171 Main Street Road Town Tortola VG1 110 British Virgin Islands Dear Sirs CNOOC FINANCE (2013) LIMITED CNOOC Finance (2013) Limited Company Guarantor Registration Statement Commission Act Debt Securities Guarantees Indenture Trustee We have been asked to provide this legal opinion] [Computation of Ratio of Earnings to Fixed Charges (Unaudited) Earnings available for fixed charges are calculated first, by determining the sum of: (a) income (loss) from continuing operations before income taxes and equity income; (b) distributed equity income; (c) fixed charges, as defined below; and (d) amortization of capitalized interest, if any. From this total, we subtract capitalized interest and] [Consent of Independent Registered Public Accounting Firm Certified Public Accountants Hong Kong May 1, 2013 EX-23.1 8 d526339dex231.htm EX-23.1] [[LETTERHEAD OF RYDER SCOTT COMPANY, L.P.] Consent of Ryder Scott Company, L.P. Ryder Scott Company, L.P. Ryder Scott Company, L.P. Houston, Texas April 22, 2013 EX-23.2 9 d526339dex232.htm EX-23.2] [[LETTERHEAD OF GAFFNEY, CLINE & ASSOCIATES (CONSULTANTS)PTE LTD.] Consent of Gaffney, Cline & Associates (Consultants) Pte Ltd. Gaffney, Cline & Associates (Consultants) Pte Ltd. Stephen A. Sakowski Regional QA Director – Asia Pacific 80 Anson Road, #31-01C Fuji Xerox Towers, Singapore 079907 April 22, 2013 EX-23.3 10 d526339dex233.htm EX-23.3] [[LETTERHEAD OF LEE KEELING AND ASSOCIATES, INC.] Consent of Lee Keeling and Associates, Inc. Lee Keeling and Associates, Inc. Lee Keeling and Associates, Inc. 15 East Fifth Street, Suite 3500, Tulsa, Oklahoma 74103-4350 USA April 19, 2013 EX-23.4 11 d526339dex234.htm EX-23.4] [[LETTERHEAD OF MCDANIEL & ASSOCIATES CONSULTANTS LTD.] Consent of McDaniel & Associates Consultants Ltd. McDaniel & Associates Consultants Ltd. P.A. Welch, P. Eng. President & Managing Director 2200, Bow Valley Square 3, 255 - 5 Avenue SW Calgary, Alberta, T2P 3G6 April 19, 2013 EX-23.5 12 d526339dex235.htm EX-23.5] [[LETTERHEAD OF RPS] Consent of RPS RPS Debbie Perkins Vice President Houston, Texas April 19, 2013 EX-23.6 13 d526339dex236.htm EX-23.6] []