Exhibit 4.48


 


 





China National Offshore Oil Corporation



 


and


 


CNOOC Limited


 


 


 


Framework Agreement 


 


in respect of 


 


Connected Transactions


 


 


 


 


 


(Summary Translation)


 


 






     


     


    

 


TABLE OF CONTENTS


 




	Article
    1   Scope of Products and Services	2
	Article
    2   Transaction Principles	3
	Article
    3   Pricing Principles	4
	Article
    4   Mode of Operations	10
	Article
    5   Rights and Obligations	11
	Article
    6   Term of this Agreement and Termination of Specific Product and Service Contracts	11
	Article
    7   Representations and Warranties	12
	Article
    8   Performance of this Agreement	13
	Article
    9   Force Majeure	13
	Article
    10   Announcement and Other Disclosures	14
	Article
    11   Miscellaneous	14
	Article
    12   Notices	15
	Article
    13   Governing Law and Dispute Resolution	15
	Article
    14   Supplementary	16



 



     


     


    

Framework
Agreement in respect of Connected Transactions


 


This Agreement
was entered into on November 1, 2019 by the following parties in Beijing, the People's Republic of China ("PRC"):


 


Party
A: China National Offshore Oil Corporation (hereinafter referred to as "Party A"), a company incorporated and duly
existing under the laws of the PRC with limited liability.


 


Party
B: CNOOC Limited (hereinafter referred to as "Party B"), a company incorporated and duly existing under the laws
of the Hong Kong Special Administrative Region of the PRC with limited liability.


 


On the date
of this Agreement, Party A owned approximately 64.44% of the equity interests of Party B.


 


Party A
(including its associates (as defined under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong
Limited (the "Listing Rules"))) engages in ancillary production services relating to the production and operation
of oil and natural gas and petrochemical industries, engineering and technical services, refining and marketing, natural gas and
power generation and financial services. The above services are essential to the production operations of Party B and its affiliates.
Party A and its associates possess the leading edge of talented personnel, technologies and geographical advantages, and have
maintained a long-term working relationship with Party B and its affiliates. Therefore, Party B agrees to acquire the above products
and services from Party A and its associates.


 


Party B
possesses crude oil, condensate oil, liquefied oil, natural gas and its by-products and semi-finished products, and is able to
provide sales and services of other various types of petroleum-related products. Party B has maintained long-term working relationship
with Party A. Therefore, Party A (including its associates) agrees to acquire the above products and services from Party B (including
its affiliates).


 


As such,
based on the principles of long-term cooperation, mutual benefits and joint development, after friendly consultations, the Parties
agree to enter into this Agreement and to procure their respective affiliates (including the subsidiaries, branch and other units)
to provide or accept the products and services as stipulated in this Agreement pursuant to the terms and spirits of this Agreement.


 




    1 


     


    

Article
1                  
Scope of Products and Services


 


		1.1	Party
                                         B (including its affiliates) shall provide Party A (including its associates) with the
                                         following products and services:



 


		1.1.1	management,
                                         technical, facilities and ancillary services, including the supply of materials, technical
                                         consulting, technology transfer, delegated administration, technical research services
                                         and other supporting services;



 


		1.1.2	sales
                                         of petroleum and natural gas products, by-products, semi-finished products and other
                                         various types of natural gas-related or petroleum-related products (other than the long-term
                                         sales provided under Article 1.1.3);



 


		1.1.3	long-term
                                         sales of natural gas and liquefied natural gas, by-products, semi-finished products and
                                         other various types of natural gas-related or petroleum-related products.



 


		1.2	Party
                                         A (including its associates) shall provide Party B (including its affiliates) with the
                                         following products and services:



 


1.2.1exploration
and support services: well site survey, geophysical exploration, seismic data processing, seismic testing data processing, integrated
exploration research services, geophysical data acquisition, marine geological forecast and data processing, drilling, oil and
gas well measurement, well logging, well cementation, exploration well operation and other related technical services, tow-boat,
transportation, supply of materials/equipment, technical research of exploration and safety services as well as various types
of technical services and support services related to the above operations;


 


1.2.2oil
and gas fields development and support services: engineering exploration, geological exploration, drilling, well completion, oil
and gas well measurement, well logging, well cementation and other related technical services, design, construction, installation,
testing and tuning of production facilities, shipping transportation, supply of materials/equipment, integrated research on development
techniques as well as various types of technical services and support services related to the above operations;


 




    2 


     


    

1.2.3oil
and gas field production and support services: integrated research on production techniques, well workover, shipping transportation,
oil tanker transportation, supply of material/equipment, maintenances of platform, repair of equipment and pipeline, production
operations, oil exploitation operations, oil and gas production labour services, repair of facilities for the production of oil
and gas fields, warehousing and storage, lease of equipment and building, road transportation services, telecommunication and
network services, wharf services; labour services, warehousing and storage, construction services including roads, wharf, buildings,
factories and water barriers, maintenance and repair of major equipment, medical, childcare and social services, provision of
water, electricity, gas and heat, security and fire-protection services, technical training, accommodation, maintenance and repair
of buildings, catering services, as well as other technical and supporting services related to the above services;


 


1.2.4sales,
management and ancillary services: marketing services, delegated administration, staff recruitment, publishing and printing, telecommunication
networks, lease of properties, property management, supply of water, electricity, heat and gas, car rental, integrated services,
integrated research, sewage disposal and other ancillary services;


 


1.2.5
FPSO vessel leases.


 


Article
2                  
Transaction Principles


 


		2.1	Specific
                                         contracts may be separately entered into between the respective Parties, that is Party
                                         A (and its associates) and Party B (and its affiliates), for specific products and services
                                         in accordance with the scope of this Agreement. Both Parties agree to implement the specific
                                         contracts under this Agreement pursuant to the following principles:



 


		2.1.1	the
                                         products and services to be provided shall be of satisfactory quality to the recipient;



 


		2.1.2	the
                                         pricing of the products and services to be provided shall be fair and reasonable;



 


		2.1.3	the
                                         terms and conditions of the products and services provided by Party A to Party B shall
                                         be more favourable than those provided by the independent third parties; and



 


		2.1.4	the
                                         terms and conditions of the products and services provided by Party B to Party A shall
                                         be no less favourable than those provided by Party B to the independent third parties.



 




    3 


     


    

Article
3                  
 Pricing Principles


 


		3.1	Basic
                                         Pricing Principles. Subject to the transaction principles as mentioned in Article 2.1,
                                         the pricing of the respective products and services involved under Article 1 of this
                                         Agreement shall be based on arm's length negotiations, on normal commercial terms or
                                         better and with reference to the prevailing local market conditions (including the volume
                                         of sales, term of contracts, the volume of services, overall customer relationship and
                                         other market factors).



 


		3.2	Subject
                                         to the pricing principles as mentioned in Article 3.1, the pricing of the respective
                                         products and services shall be determined on the following terms and in following sequential
                                         order:



 


(1)
government-prescribed price; or


 


(2)
where there is no government-prescribed price, in accordance with market prices (including the local, national or international
market prices).


 


		3.3	Government-prescribed
                                         price



 


		3.3.1	Government-prescribed price
refers to the price in respect of certain category of services determined by the laws, regulations, decisions, orders or policies,
etc. enacted by governments of the relevant countries or regions (including but not limited to the central government, federal
government, provincial government, state or coalition government or any organisation responsible for domestic ruling and foreign
affairs with respect to certain specified territory, irrespective of its name, organisation or structure) or other regulatory
departments.



 


		3.3.2	Government-prescribed prices
are applicable to water supply, electricity supply, gas supply and heat supply. The relevant basis for the government-prescribed
prices for different types of products and services are detailed below:



 


		3.3.2.1	Water supply: the National
Guidelines on Water Tariffs (Ji Jia Ge [1998] No.1810), issued by the former National Planning Committee of the PRC and the former
Ministry of Construction of the PRC and revised by the National Development and Reform Commission of the PRC and the former Ministry
of Construction of the PRC on 29 November 2004, the urban water supply price shall be government-prescribed price, and the specific
pricing authority shall be executed based on the price management catalogue.



 




    4 


     


    

		3.3.2.2	Electricity supply: the
Electricity Law issued by the Standing Committee of the National People’s Congress on 28 December 1995 and revised on 24
April 2015, for the on-grid power price of a power network spanning different provinces, autonomous regions, or municipalities
directly under the central government, as well as in a provincial power network and an independent power network, a proposal shall
be made through negotiation between the enterprises that are engaged in power production and power network operation, and shall
be examined and approved by the pricing administrative department of the State Council of the PRC or an authoritative pricing
administrative department. If the power produced by locally funded power production enterprises forms an independent power network
within different regions of the province or is generated for local use, the price shall be under the control of the people’s
governments of the provinces, autonomous regions or municipalities directly under the central government.



 


		3.3.2.3	Gas supply: the Regulation
on the Administration of Urban Gas (State Council Order No. 583) issued by the State Council of the PRC on 19 October 2010, which
provides that the pricing bureau of the people’s governments above the county level shall prescribe and adjust the selling
price for pipeline gas.



 


		3.3.2.4	Heat supply: the prices
for the supply of heat prescribed by the local governments shall be implemented.



 


		3.3.3	For the
above government-prescribed prices, if the relevant laws, rules or regulations are amended or if new laws, rules or regulations
are promulgated and implemented during the term of this Agreement, the government-prescribed prices shall be implemented in accordance
with the amended or newly promulgated laws, rules and regulations.



 


		3.4	Market price



 


		3.4.1	Market price refers to the
price determined with reference to the price charged by at least two independent third parties (if applicable) in areas (or nearby
areas) providing such type of products or services on normal terms with comparable scale at that time. Market price will be determined
in accordance with normal commercial terms through tendering, price comparison or arm’s length negotiation processes between
the two parties. If two or more independent third parties providing such type of products or services do not exist, the price
will be determined in accordance with the negotiation between the two parties of the transaction. When both parties enter into
fair negotiation on pricing, consideration should be given to the reasonableness of the cost structure of the products or services.
Party A (including its associate) shall provide the list of costs and Party B (including its affiliates) shall compare such costs
with the company’s internal costs of producing or providing similar products or services to determine the transaction price.



 




    5 


     


    

		3.4.2	The market price is applicable
to:



 


		3.4.2.1	Petroleum: the price is
determined by by taking reference to the Brent, Dubai, Oman and West Texas Intermediate crude oil prices, official prices of national
oil company of oil producing countries and Argus sulfur crude oil price index which are updated regularly and making adjustments
of approximately 20% more or less than the abovementioned reference prices after taking into consideration appropriate factors
(including but not limited to the quality of different types of crude oil, shipping freight rates of crude oil and the international
market price of crude oil with similar quality) in accordance with the market-oriented principles (the 20% less than the reference
prices adjustment usually happens only if the quality of petroleum is not up to the statutory standard(s)).



 


		3.4.2.2	Domestic natural
gas (other than long-term sales of domestic natural gas) and its by-products: the price of natural gas is determined by taking
reference to the price of relevant provincial/municipal gate stations prescribed by the National Development and Reform Commission
of the PRC from time to time and published on its website and/or the price of other competing gas sources in the local markets
through arm’s length negotiation between Party A (and its associates) and Party B (including its affiliates) in accordance
with market principles including voluntariness, equality, fairness and good faith. The price of condensate oil is linked to the
Brent crude oil price and the price of liquefied petroleum gas is linked to the benchmark price in the local market, and any premium
or discount is determined with reference to the prices charged by independent suppliers in the local markets supplying products
with similar quality through arm’s length negotiation between Party A (and its associates) and Party B (including its affiliates)
in accordance with market principles including voluntariness, equality, fairness and good faith.



 




    6 


     


    

		3.4.2.3	Long-term sales of domestic
natural gas: the price is determined with reference to the price of relevant provincial/municipal gate stations prescribed by
the National Development and Reform Commission of the PRC from time to time and published on its website and/or the prices charged
by the independent natural gas suppliers in the local markets who
are the other major natural gas suppliers having operations similar to that of Party B (including its affiliates) and supplying
similar products to Party A (and its associates) or other buyers, through negotiation between Party A (and its associates) and
Party B (including its affiliates) in accordance with market principles including voluntariness, equality, fairness and good faith,
and consideration will be given to the reasonableness of the cost structure of the products.



 


		3.4.2.4	Long-term sales of overseas
liquefied natural gas: the price is calculated
based on a price formula linked to the weighted average crude oil import price into Japan (i.e. the Japanese Crude Cocktail (JCC)
index), which is then adjusted by two constants determined through arm’s length negotiation among the parties and subject
to a price range of approximately US$2.32 to US$2.85 per million British Thermal Units.



 








		3.4.2.5	Provision of exploration
and support services, provision of oil and gas development and support services, provision of oil and gas production and support
services, provision of marketing, management and ancillary services and FPSO vessel leases:



 


		(a)	Exploration
                                         well operation, drilling and completion well operation and related technical services:
                                         the price is determined through comparison of prices disclosed on the Rigzone website
                                         (www.rigzone.com) and the price quoted by Party A (including its associate) , and price
                                         will normally be approximately 80% to 100% of the reference prices abovementioned, taking
                                         into consideration factors including specific conditions of the projects, nature of specific
                                         products and services, complexity of operation, market demand and historical transaction
                                         prices.



 


		(b)	Services
                                         related to the design, construction, installation and commissioning of production facilities:
                                         the price is determined through arm’s length negotiation between Party A (and its
                                         associates) and Party B (including its affiliates) with reference to market price and
                                         taking into account appropriate factors (including specific working environment such
                                         as complexity of operation, different geographic features, different offshore regions,
                                         weather conditions and depth of water of the related projects).



 




    7 


     


    

		(c)	Other
                                         exploration and support services, oil and gas development and support services: the price
                                         is determined by taking reference to the information disclosed in the annual reports
                                         of at least three major overseas goods and service providers for the oil and gas industry
                                         (such as Schlumberger, Halliburton and Baker Hughes) and determined by: (1) using the
                                         prices quoted by the aforementioned overseas good and service providers for the services
                                         provided to Party B (including its affiliates) plus the historical prices multiplied
                                         by the annual movement ratio of the profit margin of such service providers, which is
                                         calculated by dividing the net operating profit by total operating revenue disclosed
                                         in their annual reports, as well as taking into account specific working environment
                                         of related project, such as different geographic features, different offshore regions,
                                         weather conditions, depth of water, and changes in oil prices; (2) comparing such reference
                                         prices with the prices quoted by Party A (including its associates); and (3) entering
                                         into arm’s length negotiation with the other party. The Price will normally be
                                         approximately 80% to 100% of the reference prices abovementioned. 



 


		(d)	Other
                                         oil and gas production and support services: the price is determined through arm’s
                                         length negotiation between Party A (including its associates)
                                         and Party B (including its affiliates) with reference to market price. The market
                                         price is determined with reference to quotations from at least two comparable independent
                                         third-party market participants (if applicable) in similar transactions in surrounding
                                         markets providing similar services and taking into account factors such as quality of
                                         services and supply and demand of local markets.



 


		(e)	Above
                                         items (a) to (d) are not applicable to the exploration and support services, oil and
                                         gas development and support services, and oil and gas production and support services
                                         between China United Coalbed Methane Corporation Limited, a subsidiary of Party B, and
                                         Party A (including its associates). For the aforesaid types of services, the pricing
                                         policies are as follows: the contract price is determined through arm’s length
                                         negotiation with reference to the information of same or similar kind of unconventional
                                         oil and gas industry contract for adjacent blocks (the blocks of PetroChina Company Limited,
                                         China Petroleum & Chemical Corporation, or involved in the cooperation projects with
                                         foreign partners). The final transaction price is determined by comparing the quotation
                                         from Party A (including its associates) with the aforesaid reference prices.



 




    8 


     


    

		(f)	Sales,
                                         management and ancillary services: the products and services provided by Party A (including
                                         its associates) under this category is substantially leases of properties. The rental
                                         is determined with reference to prevailing market rates and historical transaction amounts
                                         which were reviewed by independent property valuer and confirmed as fair and reasonable
                                         commercial market rent. Rental will be approximately 3% more or less than the prevailing
                                         market rates. When determining such adjustments, the factors such as the conditions of
                                         the leased properties, the location of the leased properties, the availability of properties
                                         with similar sizes in similar locations, and the historical transaction amounts shall
                                         be considered.



 


		(g)	FPSO
                                         vessel leases: the consideration of the FPSO vessel leases is the rental which is unanimously
                                         determined through arm’s length negotiation between Party B (including its affiliates)
                                         and with Party A and/or its associates which provides the FPSO vessel leases in accordance
                                         with normal commercial terms. The charges usually take reference to FPSO’s fixed
                                         daily rent which is determined based on the result of internal economic appraisal made
                                         during the course of the overall development plan of the oilfields or the floating rent
                                         determined by multiplying the oil and gas production volume by a certain ratio which
                                         is determined by the result of the internal economic appraisal made during the course
                                         of the overall development plan of the oilfields and the magnitude of production volumes.
                                         



 


		(h)	Above
                                         items (a) to (g) will not be applicable to relevant products and services if Party B
                                         (including its affiliates) purchases the products and services provided in Article 3.4.2.5
                                         through the tendering or price comparison process.



 


		3.4.2.6	Provision of management,
technical, facilities and ancillary services: the price is determined with reference to quotations from at least two comparable
independent third parties industry players (if applicable) in similar transactions in surrounding markets providing similar services
and taking into account factors such as quality of services and supply and demand of local markets.



 


Article
4                  
 Mode of Operations


 


		4.1	Party
                                         A shall ensure and procure its associates and Party B shall ensure and procure its affiliates
                                         to execute contracts for specific products and services in compliance with the principles
                                         and terms of this Agreement.



 




    9 


     


    

		4.2	The
                                         respective product and service contracts executed between Party A (and its associates)
                                         and Party B (and its affiliates) prior to January 1, 2020 which are valid after January
                                         1, 2020 shall be deemed as signed pursuant to the principles and terms of this Agreement.
                                         Corresponding amendments shall be made to such contracts if the principles and terms
                                         of such contracts are inconsistent with those set out in this Agreement.



 


		4.3	The term of the respective
product and service contracts executed pursuant to Articles 1.1.1, 1.1.2 and 1.2.1 to 1.2.4 shall not exceed three years. If the
term of these contracts does not exceed three years but the expiry date thereof is later than December 31, 2022, then the following
provision shall be incorporated into these contracts: "This contract shall terminate on December 31, 2022 if, as of December
31, 2022, CNOOC Limited fails to obtain the waiver for the relevant category of connected transactions in respect of this Agreement
for the 3 years from 2023 to 2025 pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong
Limited ".



 


		4.4	The
                                         term of the liquefied natural gas contracts executed pursuant to Article 1.1.3 of this
                                         Agreement shall be approximately 25 years and the term of the natural gas contracts generally
                                         shall not exceed 20 years, and the following provision shall be incorporated into these
                                         contracts: "This contract shall terminate on December 31, 2022 if, as of December
                                         31, 2022, CNOOC Limited fails to obtain the waiver for the relevant category of connected
                                         transactions in respect of this Agreement for the 3 years from 2023 to 2025 pursuant
                                         to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
                                         ".



 


		4.5	The
                                         term of the specific service contracts executed pursuant to Article 1.2.5 of this Agreement
                                         shall not exceed 20 years, and the following provision shall be incorporated into these
                                         contracts: "This contract shall terminate on December 31, 2022 if, as of December
                                         31, 2022, CNOOC Limited fails to obtain the waiver for the relevant category of connected
                                         transactions in respect of this Agreement for the 3 years from 2023 to 2025 pursuant
                                         to the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited
                                         ".



 


Article
5                  
 Rights and Obligations


 


		5.1	The
                                         rights of the Parties include:



 


		5.1.1	a
                                         Party may provide corresponding products and services to independent third parties, provided
                                         that the products and services shall be provided to the other Party in accordance with
                                         the terms of this Agreement;



 




    10 


     


    

		5.1.2	the
                                         prices of the product and service fees shall be charged in accordance with the applicable
                                         laws and the terms of this Agreement and the specific product and service contracts.



 


		5.2	The
                                         obligations of the Parties include:



 


		5.2.1	to
                                         procure and ensure that its affiliates shall provide the other Party with products and
                                         services based on the standards and pricing principles as prescribed in this Agreement
                                         and the specific product and service contracts;



 


		5.2.2	to
                                         be entrusted by the parties in the specific product and service contracts and to coordinate
                                         matters related to such specific product and service contracts;



 


		5.2.3	to
                                         pay the relevant prices and service fees pursuant to this Agreement and the specific
                                         product and service contracts.



 


Article
6                  
Term of this Agreement and Termination of Specific Product and Service Contracts


 


		6.1	This
                                         Agreement shall be effective on January 1, 2020 for a term of three years after being
                                         executed by the authorised representatives of the Parties and sealed.



 


		6.2	If there
                                         is any default of one of the Parties ("Defaulting Party"), the other Party
                                         ("Non-defaulting Party") may notify the Defaulting Party by written notice
                                         that a default has been committed and request that the Defaulting Party remedy such default
                                         within a reasonable period. If the Defaulting Party fails to remedy such default within
                                         the aforementioned period, the Non-defaulting Party may terminate this Agreement immediately.
                                         The Non-defaulting Party reserves the right to claim, request for indemnities and any
                                         other legally permitted remedies from the Defaulting Party.



 


		6.3	The termination
                                         of this Agreement shall not affect the rights or obligations of any Party which have
                                         accrued under this Agreement.



 


		6.4	Either
                                         Party shall be entitled to terminate at any time the specific product and service contracts
                                         in respect of one or more types of products or services provided that prior written notice
                                         is given to the other Party.



 


Article
7                  
Representations and Warranties


 




    11 


     


    

               
 


 


		7.1	Party
                                         A represents and warrants that:



 


		7.1.1	Party A is a company incorporated
under the laws of the PRC with limited liability as an independent legal entity and is currently holding a valid business licences;



 


		7.1.2	Party A has obtained all
government approvals (if necessary) and internal authorisations as required for the purpose of execution of this Agreement and
performance of all obligations under this Agreement. This Agreement shall be binding on Party A once it has been executed by the
authorised representative of Party A;



 


		7.1.3	The execution of this Agreement
or performance of the obligations thereunder by Party A will not violate any other agreements executed by it or its articles of
association, and will not result in any legal conflicts with other agreements executed by it or its articles of association.



 


		7.2	Party
                                         B represents and warrants that:



 


		7.2.1	Party B is incorporated
under the laws of the Hong Kong Special Administrative Region of the PRC with limited liability as an independent legal entity
and is currently holding a valid business license;



 


		7.2.2	Party B has obtained all
internal authorisations necessary for the execution of this Agreement. This Agreement shall be binding on Party B once it has
been executed by the authorised representative of Party B;



 


		7.2.3	The execution of this Agreement
or performance of the obligations thereunder by Party B will not violate any other agreements executed by it or its articles of
association, and will not result in any legal conflicts with other agreements executed by it or its articles of association.



 


Article
8                  
Performance of this Agreement


 


		8.1	If any
                                         of the transactions under this Agreement constitutes a connected transaction pursuant
                                         to the Listing Rules, these transactions shall only be implemented upon obtaining a waiver
                                         from The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), obtaining
                                         independent shareholders' approval or complying with any other provisions related to
                                         connected transactions under the Listing Rules. The independent shareholders' approval
                                         or the compliance with any other provisions related to connected transactions under the
                                         Listing Rules shall be a condition precedent to this Agreement and such transactions.



 




    12 


     


    

		8.2	If a
                                         conditional waiver is granted by the Stock Exchange, this Agreement shall be implemented
                                         according to the conditions so stipulated.



 


		8.3	If a
                                         waiver in respect of a certain connected transaction is withdrawn, revoked or lapsed,
                                         and the transaction fails to comply with the requirements of the Listing Rules regarding
                                         connected transactions, then the performance under this Agreement regarding that transaction
                                         shall be terminated.



 


		8.4	If the
                                         performance of all transactions under this Agreement are terminated pursuant to Article
                                         8.3, this Agreement shall be terminated.



 


Article
9              
Force Majeure


 


		9.1	If
                                         an event of Force Majeure occurs to any Party of this Agreement (Force Majeure events
                                         shall mean any event which is beyond the reasonable control of the affected Party, unforeseen
                                         or unavoidable and insurmountable even if foreseeable, and which arises after the date
                                         of this Agreement and which makes the total or partial performance of this Agreement
                                         by that Party become impossible or impracticable (including but not limited to the failure
                                         to perform even when a reasonable amount of money has been spent). Such events shall
                                         include but not limited flood, fire, drought, typhoons, earthquakes and other natural
                                         disasters, traffic accidents, unrests, riots and war (whether declared or not) and acts
                                         or omissions of government agencies) and the impact of such event of Force Majeure has
                                         resulted in the failure to perform all or part of its obligations under this Agreement,
                                         the performance of such obligations shall be suspended during the period of an event
                                         of Force Majeure.



 


		9.2	The
                                         Party claiming Force Majeure shall make its best efforts to inform the other Party in
                                         writing within the shortest period of time and shall furnish within fifteen days thereafter
                                         proper proof of the occurrence and duration of such Force Majeure by hand or registered
                                         post. The Party claiming that its performance of this Agreement becomes objectively impossible
                                         or impracticable shall have the liability to use all reasonable endeavours to eliminate
                                         or mitigate the impact of Force Majeure.



 


		9.3	In
                                         the event of Force Majeure, both Parties shall promptly decide how to implement this
                                         Agreement through friendly consultations. After the termination or elimination of the
                                         Force Majeure events or its consequences, both Parties shall promptly resume the performance
                                         of their respective obligations under this Agreement.



 




    13 


     


    

Article
10              
Announcement and Other Disclosures


 


		10.1	Save
                                         for announcements and other disclosures made pursuant to the laws of the PRC or the requirements
                                         of China Securities Regulatory Commission, the Stock Exchange, Securities and Futures
                                         Commission of Hong Kong, New York Stock Exchange, US Securities and Exchange Commission,
                                         Toronto Stock Exchange or any other governmental or regulatory authorities, neither party
                                         shall make any announcement or other disclosures regarding this Agreement without the
                                         prior written consent of the other party.



 


Article
11              
Miscellaneous


 


		11.1	Save
                                         as otherwise provided in this Agreement, neither Party shall transfer all or part of
                                         its rights or obligations under this Agreement without the prior written consent of the
                                         other Party.



 


		11.2	This
                                         Agreement shall constitute the entire agreement between the Parties and shall supersede
                                         all prior verbal or written agreements, contracts, understanding and communication between
                                         them with respect to such matters.



 


		11.3	If
                                         any provision in this Agreement becomes illegal, invalid or unenforceable, it shall not
                                         affect the validity and enforceability of the other provisions of this Agreement.



 


		11.4	Both
                                         Parties agree to be liable for all fees and expenses arising from the execution of this
                                         Agreement pursuant to relevant PRC laws. If there is no relevant law in relation to such
                                         payments, the fees and expenses shall be borne equally by both Parties.



 


		11.5	This
                                         Agreement shall only be amended in writing, signed and sealed by the authorised representatives
                                         from the Parties and shall be subject to approvals given through appropriate corporate
                                         actions from the Parties. If such amendment constitutes a substantive or material amendment
                                         to this Agreement, then such amendment shall only be valid upon notification or obtaining
                                         the approval (subject to the then current requirements of the Stock Exchange) from the
                                         Stock Exchange and Party B's shareholders at the shareholders' meeting (if applicable).



 


		11.6	Unless
                                         otherwise provided, no failure or delay on the part of either Party to this Agreement
                                         in exercising any right, power or privilege hereunder shall operate as a waiver of any
                                         right, power or privilege of the other party hereto. The single or partial exercise of
                                         any right, power or privilege hereunder by any Party shall not preclude any other exercise
                                         of any other right, power or privilege hereunder.



 




    14 


     


    

Article
12              
 Notices


 


		12.1	A
                                         notice or other correspondences made by a Party pursuant to this Agreement must be in
                                         writing and in Chinese, and must be left at the designated address of the other Party
                                         by hand or registered post, or sent by facsimile to the designated facsimile number of
                                         the other Party. A notice is deemed to have validly made on a date subject to the following
                                         provisions:



 


		12.1.1	in
                                         the case of a notice delivered by hand, the date of receipt by a designated person of
                                         the other Party;



 


		12.1.2	in the case of a notice
by registered post, on the seventh day after the posting (dated on postage stamp) (if the last day is Saturday, Sunday or statutory
holiday, then the next following working day);



 


		12.1.3	in
                                         the case of a notice by facsimile, upon the facsimile being sent.



 


Article
13              
 Governing Law and Dispute Resolution


 


		13.1	This
                                         Agreement shall be governed and construed in accordance with the laws of the People's
                                         Republic of China (excluding for the purpose of this Agreement, the laws of the Hong
                                         Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan).



 


		13.2	Any
                                         dispute arising out of or relating to this Agreement shall be settled by consultation
                                         between Party A and Party B. If consultation fails, Party A or Party B may submit such
                                         dispute to China International Economic and Trade Arbitration Commission for arbitration
                                         in accordance with the arbitration rules of such arbitration commission in effective
                                         at the time of application of such arbitration. Any arbitral award shall be final and
                                         binding upon both Parties.



 


Article
14              
 Supplementary


 


		14.1	Unless
                                         otherwise provided, in this Agreement:



 


		14.1.1	a
                                         Party shall include its successors;



 




    15 


     


    

		14.1.2	the
                                         headings of the respective articles of this Agreement shall be solely for ease of reference
                                         and shall not have any legal force or prejudice the interpretation of this Agreement.



 


		14.2	This
                                         Agreement shall be in Chinese.



 




    16 


     


    

IN WITNESS
whereof, the parties have executed this Agreement on the date and place first above written.


 


China
National Offshore Oil Corporation


 








 


	 	 
	Authorised
representative	 
	Title:	 






 


 


 


 



  





CNOOC
Limited


 









 


	 	 
	Authorised
representative	 
	Title:	 






 



 






 






    17