Form 6-K CNOOC LTD For: Nov 30

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November 30, 2021 6:16 AM EST

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of November 2021

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/ Xiaonan Wu
	Name:	Xiaonan Wu
	Title:	Joint Company Secretary

Date: November 30, 2021

EXHIBIT INDEX

Exhibit No.	Description

99.1	Announcement entitled “Announcement of Intention to Deregister and Terminate Reporting Obligations under the U.S. Securities Exchange Act of 1934”
99.2	Press release entitled “CNOOC Limited Intends to Deregister and Terminate Reporting Obligations under the U.S. Securities Exchange Act of 1934”

Exhibit 99.1

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

(Incorporated in Hong Kong with limited liability under the Companies Ordinance)

(Stock Code: 00883)

CNOOC Finance (2013) Limited

(Incorporated in the British Virgin Islands with limited liability) as Issuer

US$1,000,000,000 2.875% Guaranteed Notes due 2029 (Stock Code: 40015)

US$500,000,000 3.300% Guaranteed Notes due 2049 (Stock Code: 40016)

US$2,000,000,000 3.000% Guaranteed Notes due 2023 (Stock Code: 5941)

US$500,000,000 4.250% Guaranteed Notes due 2043 (Stock Code: 5942)

CNOOC Finance (2015) Australia Pty Ltd

(Incorporated in Victoria, Australia) as Issuer

US$300,000,000 4.200% Guaranteed Notes due 2045 (Stock Code: 5507)

CNOOC Finance (2015) U.S.A. LLC

(Formed in the State of Delaware) as Issuer

US$450,000,000 3.750% Guaranteed Notes due 2023 (Stock Code: 4479)

US$1,000,000,000 4.375% Guaranteed Notes due 2028 (Stock Code: 4478)

US$2,000,000,000 3.500% Guaranteed Notes due 2025 (Stock Code: 5508)

CNOOC Finance (2014) ULC (formerly known as CNOOC Nexen Finance (2014) ULC)

(Incorporated as an unlimited company under the Companies Act (Nova Scotia), Canada) as Issuer

US$2,250,000,000 4.250% Guaranteed Notes due 2024 (Stock Code: 5738)

US$500,000,000 4.875% Guaranteed Notes due 2044 (Stock Code: 5739)

ANNOUNCEMENT OF INTENTION TO DEREGISTER AND TERMINATE REPORTING OBLIGATIONS UNDER THE U.S. SECURITIES EXCHANGE ACT OF 1934

This announcement is made by CNOOC Limited (the “Company”) on a voluntary basis, and references are made to (i) the announcements of the Company dated 30 November 2020, 4 December 2020, 11 January 2021 and 28 February 2021, respectively, in relation to the Executive Order (as defined in those announcements) and the decision of The New York Stock Exchange LLC (the “NYSE”) to delist the American depositary shares (the “ADSs”) of the Company (the “Determination”) and (ii) the announcements of the Company dated 11 March 2021 and 10 October 2021, respectively, in relation to the Company’s written request for a review of the Determination by a Committee of the Board of Directors of the NYSE and the review decision of the Committee.

The NYSE filed Form 25 with the United States Securities and Exchange Commission (the “SEC”) on 12 October 2021 (Eastern Standard Time), and the delisting of the Company’s ADSs became effective following the close of the market in New York on 22 October 2021 (Eastern Standard Time). As such, the Company intends to file Form 15F with the SEC on 30 November 2021 (Eastern Standard Time) to deregister all classes of its registered securities, including its equity securities and all classes

of debt securities issued by its wholly-owned subsidiaries in registered offerings which are guaranteed by the Company, and terminate its reporting obligations under Section 13(a) and 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). Thereafter, all of the Company’s reporting obligations under the Exchange Act will be suspended from the date of filling the Form 15F unless the Form 15F is subsequently withdrawn or denied. Deregistration and termination of the Company’s reporting obligations under the Exchange Act are expected to become effective 90 days after the filing of Form 15F. In addition, the Company’s American depositary shares program will be terminated in due course in accordance with the deposit agreement.

Deregistration and termination of the Company’s reporting obligations under the Exchange Act will not affect the listing status of the Company’s shares on The Stock Exchange of Hong Kong Limited nor the debt securities guaranteed by the Company listed on The Stock Exchange of Hong Kong Limited.

Shareholders of the Company and potential investors are advised to exercise caution when dealing in the securities of the Company.

By Order of the Board

CNOOC Limited

Wu Xiaonan

Joint Company Secretary

Hong Kong, 30 November 2021

As at the date of this announcement,

the Board comprises:

Executive Directors

Xu Keqiang

Xia Qinglong

Non-executive Directors

Wang Dongjin (Chairman)

Li Yong (Vice Chairman)

Wen Dongfen

Independent Non-executive Directors
Chiu Sung Hong

Lawrence J. Lau

Tse Hau Yin, Aloysius

Qiu Zhi Zhong

Exhibit 99.2

中國海洋石油有限公司

CNOOC LIMITED

Press release – For Immediate Release

CNOOC Limited Intends to Deregister and Terminate Reporting Obligations under the U.S. Securities Exchange Act of 1934

HONG KONG, November 30, 2021 - CNOOC Limited (the “Company”, SEHK: 00883, TSX: CNU) today announced that the Company intends to deregister with the United States Securities and Exchange Commission (the “SEC”) and terminate reporting obligations under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The New York Stock Exchange LLC filed Form 25 with the SEC on October 12, 2021 (Eastern Standard Time), and the delisting of the Company’s American depository shares became effective following the close of the market in New York on October 22, 2021 (Eastern Standard Time). As such, the Company intends to file Form 15F with the SEC on November 30, 2021 (Eastern Standard Time) to deregister all classes of its registered securities, including its equity securities and all classes of debt securities issued by its wholly-owned subsidiaries in registered offerings which are guaranteed by the Company, and terminate its reporting obligations under Section 13(a) and 15(d) of the Exchange Act. Thereafter, all of the Company’s reporting obligations under the Exchange Act will be suspended from the date of filing the Form 15F unless the Form 15F is subsequently withdrawn or denied. Deregistration and termination of the Company’s reporting obligations under the Exchange Act are expected to become effective 90 days after the filing of Form 15F. Once the Form 15F is filed, the Company will publish the information required under Rule 12g3-2(b) under the Exchange Act on its website, www.cnoocltd.com.

In addition, the Company’s American depositary shares program will be terminated in due course in accordance with the deposit agreement.The Company’s shares will continue to be listed and traded on The Stock Exchange of Hong Kong Limited.

- End -

Notes to Editors:

More information about the Company is available at http://www.cnoocltd.com.

*** *** *** ***

This press release includes “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, including statements

regarding expected future events, business prospectus or financial results. The words “expect”, “anticipate”, “continue”, “estimate”, “objective”, “ongoing”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” and similar expressions are intended to identify such forward-looking statements.

These statements are based on assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors that the Company believes are appropriate under the circumstances. However, whether actual results and developments will meet the expectations and predictions of the Company depends on a number of risks and uncertainties which could cause the actual results, performance and financial condition to differ materially from the Company’s expectations, including but not limited to the Company and its controlling shareholder being listed in the list of the U.S. for sanction against companies with alleged ties to the Chinese military, those associated with fluctuations in crude oil and natural gas prices, macro-political and economic factors, changes in the tax and fiscal regimes of the host countries in which we operate, the highly competitive nature of the oil and natural gas industry, environmental responsibility and compliance requirements, the Company’s price forecast, the exploration and development activities, mergers, acquisitions and divestments activities, HSSE and insurance policies and changes in anti-corruption, anti-fraud, anti-money laundering and corporate governance laws. For a description of these and other risks and uncertainties, please see the documents the Company files from time to time with the United States Securities and Exchange Commission, including the Annual Report on Form 20-F filed in April of the latest fiscal year. Consequently, all of the forward-looking statements made in this press release are qualified by these cautionary statements. The Company cannot assure that the results or developments anticipated will be realised or, even if substantially realised, that they will have the expected effect on the Company, its business or operations.

*** *** *** ***

For further enquiries, please contact:

Ms. Jing Liu

Manager, Media & Public Relations

CNOOC Limited

Tel: +86-10-8452-3404

Fax: +86-10-8452-1441

E-mail: [email protected]

Mr. Bunny Lee

Porda Havas International Finance Communications Group

Tel: +852 3150 6707

Fax: +852 3150 6728