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 May 2018
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 (2015) U.S.A. LLC
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 -01) OF CNOOC LIMITED AND CNOOC FINANCE (2015) U.S.A. LLC TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FILED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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/ Jiewen Li | |
| Name: | Jiewen Li | |
| Title: | Joint Company Secretary | |
| CNOOC Finance (2015) U.S.A. LLC | ||
| By: |
/s/ Jian Pang | |
| Name: | Jian Pang | |
| Title: | Chief Executive Officer and Chief Financial Officer | |
Dated: May 2, 2018
EXHIBIT INDEX
|
Exhibit |
Description | |
| 4.1 | Form of 4.375% Guaranteed Note due 2028. | |
| 4.2 | Form of 3.750% Guaranteed Note due 2023. | |
| 5.1 | Opinion of Davis Polk & Wardwell LLP, U.S. counsel to the Company and the Issuer. | |
| 5.2 | Opinion of Davis Polk & Wardwell Hong Kong Solicitors, Hong Kong counsel to the Company. | |