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Rating Action:

Moody's assigns Aa3 rating to CNOOC Ltd's proposed notes

13 Jan 2011

Hong Kong, January 13, 2011 -- Moody's Investors Service has assigned a Aa3 senior unsecured rating to the proposed USD notes, to be issued by CNOOC Finance (2011) Limited and guaranteed by CNOOC Ltd.

Moody's has also affirmed CNOOC Ltd's Aa3 issuer rating.

The ratings outlook is stable.

The proceeds from the notes issuance will be used for general corporate purposes.

RATINGS RATIONALE

"CNOOC Ltd's rating is supported by its dominant position in the Chinese offshore oil & gas sector as well as its substantial reserves, proven exploration and production track record, and its solid financial profile," says Kai Hu, Moody's lead analyst for CNOOC Ltd.

"CNOOC Ltd achieved over 100% growth in revenue and net profit in the first half of 2010, as a result of the recovery in oil prices and a 40% increase in production volume," says Hu.

The rating is constrained by CNOOC Ltd's acquisition strategy and large capex. The additional debt incurred for a series of cross-border acquisitions in 2010 has weakened its debt/reserve metrics for a standalone A2 rating.

"However, the impact is partially mitigated by the expected reserves derived from the acquisitions over time," says Kai.

"Moody's also expects that CNOOC will maintain strong liquidity, given its massive cash and short-term investment holdings, as well as its good access to the domestic banking system."

Moody's will continue to monitor CNOOC Ltd's reserves and acquisition strategy and the potential impact on its credit profile.

CNOOC Ltd's Aa3 rating further incorporates a two-notch uplift, reflecting the high level of support from its parent, China National Offshore Oil Corporation (Aa3/STA), which is directly owned by China's State Council.

This support is based on the premise that CNOOC contributes significantly towards its parent's assets, and also plays a critical role in the oil and gas sector in China.

The stable outlook reflects the expectation of positive production and reserve replacement, as well as the continued high level of support from its parent.

The stable outlook also assumes that the company will continue its disciplined financial management and execute its reserve acquisition strategy progressively.

Moody's sees limited upside potential in CNOOC Ltd's standalone credit profile given the company's high reinvestment risk and sizeable upcoming capex.

The rating would be downgraded if there is material deterioration in the company's business and financial profile -- the result of much higher leverage (due to further large reserve acquisitions), or higher reinvestment risk.

A rating downgrade of its parent, which is not very likely in the near term given the stable rating outlook, will also trigger a rating downgrade of CNOOC Ltd.

The last rating action with respect to CNOOC Ltd and China National Offshore Oil Corporation was on November 11, 2010, when both ratings were upgraded to Aa3 from A1 with a stable outlook, as a result of the sovereign rating upgrade on the Peoples Republic of China.

The principal methodology used in this rating was Independent Exploration and Production (E&P) Industry published in December 2008.

CNOOC Ltd, headquartered in Hong Kong, is an oil and gas exploration and production company with operations mainly concentrated in offshore China. It is 64%-owned by China National Offshore Oil Corp.

China National Offshore Oil Corp is an integrated Chinese energy company that is wholly owned by China's State Council and ultimately the PRC. The company has substantial interests in its listed subsidiaries, which are engaged in exploration and production and providing oil services, in addition to interests in other downstream businesses, including refining and petrochemicals.

REGULATORY DISCLOSURES

Information sources used to prepare the credit rating are the following: parties involved in the ratings, public information, and confidential and proprietary Moody's Investors Service information.

Moody's Investors Service considers the quality of information available on the issuer or obligation satisfactory for the purposes of assigning a credit rating.

Moody's adopts all necessary measures so that the information it uses in assigning a credit rating is of sufficient quality and from sources Moody's considers to be reliable including, when appropriate, independent third-party sources. However, Moody's is not an auditor and cannot in every instance independently verify or validate information received in the rating process.

Please see ratings tab on the issuer/entity page on Moodys.com for the last rating action and the rating history.

The date on which some Credit Ratings were first released goes back to a time before Moody's Investors Service's Credit Ratings were fully digitized and accurate data may not be available. Consequently, Moody's Investors Service provides a date that it believes is the most reliable and accurate based on the information that is available to it. Please see the ratings disclosure page on our website www.moodys.com for further information.

Please see the Credit Policy page on Moodys.com for the methodologies used in determining ratings, further information on the meaning of each rating category and the definition of default and recovery.

Hong Kong
Kai Hu
Vice President - Senior Analyst
Corporate Finance Group
Moody's Investors Service Hong Kong Ltd.
JOURNALISTS: (852) 3758 -1350
SUBSCRIBERS: (852) 3551-3077

Hong Kong
Gary Lau
MD - Corporate Finance
Corporate Finance Group
Moody's Investors Service Hong Kong Ltd.
JOURNALISTS: (852) 3758 -1350
SUBSCRIBERS: (852) 3551-3077

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Moody's assigns Aa3 rating to CNOOC Ltd's proposed notes
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