中海油服: 中海油服H股公告-于2029年到期之5,000,000,000人民币1.95厘利率有担保票据刊发发售通函

来源：证券之星

2026-03-17 14:05:16

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其
準確性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部分內容
而產生或因依賴該等內容而引致的任何損失承擔任何責任。
本公告僅供參考用途，並不構成收購、購買或認購證券的邀請或要約。本公告僅供參考
用途，並不構成於美國或該等要約、游說或銷售根據任何其他司法權區證券法登記或符
合資格前即屬違法的任何該等司法權區購買或認購證券的要約或游說或組成其一部分。
該證券並無且將不會根據一九三三年美國證券法（經修訂）（「證券法」）或美國任何州或任
何其他司法權區的證券法登記，除根據證券法登記規定獲豁免登記或不受美國證券法登
記規定規限的交易外，並且概不得在美國境內發售或出售。本公告及其所載資料不會直
接或間接在或向美國派發。概無本公告所提述證券正在或將在美國公開發售。
刊發本公告及當中所述上市文件乃根據香港聯合交易所有限公司（「香港聯交所」）證券上
市規則（「上市規則」）的規定僅供參考，並非構成出售任何證券的要約或招攬購買任何證
券的要約。本公告及當中任何文件（包括上市文件）概不構成任何合約或承諾的依據。為
免生疑問，刊發本公告及當中所述的上市文件，就香港法例第32章公司（清盤及雜項條
文）條例而言，不應被視作根據發行人或擔保人（各自定義見下文）或代表發行人或擔保人
所刊發的招股章程而作出的證券要約，以及就香港法例第571章證券及期貨條例而言，亦
不構成載有邀請公眾訂立或要約訂立協議以取得、處置、認購或包銷證券的廣告、邀請
或文件。
致香港投資者之通告：發行人及擔保人確認，票據（定義見下文）擬定僅供專業投資者（定
義見上市規則第37章）
（「專業投資者」）購買並已按此基礎於香港聯交所上市。因此，發行
人及擔保人確認，票據並不適合香港零售投資者投資。投資者應審慎考慮所涉及的風
險。
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刊發發售通函
COSL SINGAPORE CAPITAL LTD.
（於新加坡註冊成立的有限公司）
（「發行人」）
於2029年到期之5,000,000,000人民幣1.95厘利率有擔保票據
（「票據」，證券代號：85112）
由
CHINA OILFIELD SERVICES LIMITED
（中海油田服務股份有限公司）
（於中華人民共和國註冊成立的股份有限公司）
（股份代號：2883）
（「擔保人」）
提供無條件及不可撤回地擔保
聯席全球協調人、聯席承銷商及聯席賬簿管理人
中銀國際中信証券摩根大通
聯席賬簿管理人
農銀國際中國農業銀行股份有限公司中國銀行（香港）
香港分行
交通銀行中國建設銀行（亞洲）興證國際
中金公司中信建投國際花旗
招銀國際招商永隆銀行有限高盛（亞洲）工銀國際
公司有限責任公司
本公告乃根據上市規則第37.39A條刊發。
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請參閱本公告隨附日期為2026年3月9日的發售通函（「發售通函」），內容有關
票據發行。發售通函僅以英文版本刊發，概無刊發發售通函的中文版本。誠
如發售通函所披露，票據擬定僅供專業投資者購買，並已按此基礎於香港聯交
所上市。
致香港投資者之通告：發行人及擔保人確認，票據擬定僅供專業投資者購買
並已按此基礎於香港聯交所上市。因此，發行人及擔保人確認，票據並不適
合香港零售投資者投資。投資者應審慎考慮所涉及的風險。
發售通函並不構成向任何司法權區的公眾人士提呈出售任何證券的招股章程、
通告、通函、宣傳冊或廣告，且並非向公眾人士發出邀請以就認購或購買任
何證券作出要約，亦非供傳閱以邀請公眾人士就認購或購買任何證券的要約。
發售通函不應被視為認購或購買發行人或擔保人任何證券的勸誘，且並無意
進行有關勸誘。
香港，2026年3月17日
於本公告日期，擔保人執行董事為趙順強先生（董事長）及盧濤先生；擔保人職
工代表董事為肖佳先生；擔保人非執行董事為范白濤先生及劉秋東先生；擔保
人獨立非執行董事為趙麗娟女士、郭琳廣先生及姚昕先生。
於本公告日期，發行人的董事為陳一然先生、王倩女士及張琰先生。
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IMPORTANT NOTICES
THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE ADDRESSEES OUTSIDE OF THE UNITED STATES.
You must read the following disclaimer before continuing. The following disclaimer applies to the attached offering circular. You are therefore
advised to read this disclaimer carefully before reading, accessing or making any other use of the attached offering circular. In accessing the
attached offering circular, you agree to be bound by the following terms and conditions, including any modifications to them, any time you
receive any information from us as a result of such access.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION
WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES REFERRED TO IN THE ATTACHED OFFERING CIRCULAR HAVE NOT
BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND THE
SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES, EXCEPT PURSUANT
TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.
THE ATTACHED OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT
BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS
DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A
VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS
TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL
NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN.
The attached offering circular is not a prospectus for the purposes of Regulation (EU) 2017/1129, as amended.
Prohibition of Sales to EEA Retail Investors – The Notes (as defined in the attached offering circular) are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area
(the “EEA”). For these purposes, a “retail investor” means a person who is one (or both) of: (i) a retail client as defined in point (11) of Article
that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information
document required by Regulation (EU) No 1286/2014, as amended (the “PRIIPs Regulation”) for offering or selling the Notes or otherwise
making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Prohibition of Sales to United Kingdom Retail Investors – The Notes are not intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a “retail investor”
means a person who is not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of
domestic law in the United Kingdom (“UK MiFIR”). Consequently, no key information document required by Regulation (EU) No 1286/2014 as
it forms part of domestic law in the United Kingdom (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them
available to retail investors in the United Kingdom has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation.
Notification under Section 309B of the Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the
“SFA”) – Solely in connection with its obligations under Section 309B of the SFA and the Securities and Futures (Capital Markets Products)
Regulations 2018 of Singapore (the “CMP Regulations 2018”), the Issuer has determined and hereby notifies all relevant persons (as defined in
Section 309A(1) of the SFA) of the classification of the Notes as “prescribed capital markets products” (as defined in the CMP Regulations
FAA-N16: Notice on Recommendations on Investment Products). The communication of the attached offering circular and any other document
or materials relating to the issue of the Notes offered hereby is not being made, and the attached offering circular and such documents and/or
materials have not been approved, by an authorised person for the purposes of section 21 of the United Kingdom’s Financial Services and
Markets Act 2000, as amended. Accordingly, the attached offering circular and such documents and/or materials are not being distributed to, and
must not be passed on to, the general public in the United Kingdom. The attached offering circular and such other documents and/or materials
are for distribution only to persons who (i) have professional experience in matters relating to investments and who fall within the definition of
investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the “Financial Promotion Order”)), (ii) fall within Article 49(2)(a) to (d) of the Financial Promotion Order, (iii) are outside the United
Kingdom, or (iv) are other persons to whom it may otherwise lawfully be communicated or distributed under the Financial Promotion Order (all
such persons together being referred to as “relevant persons”). The attached offering circular and any such other documents and/or materials are
directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment
activity to which the attached offering circular and any such other documents and/or materials relate will be engaged in only with relevant
persons. Any person in the United Kingdom that is not a relevant person should not act or rely on the attached offering circular or any other
documents and/or materials relating to the issue of the Notes offered hereby or any of their contents.
Confirmation and your representation: In order to be eligible to view the attached offering circular or make an investment decision with respect
to the Notes, investors must be outside the United States. By accepting the e-mail and accessing this offering circular, you shall be deemed to
have represented to us that (1) you and any customers you represent are outside the United States and that the electronic mail address that you
gave us and to which this e-mail has been delivered is not located in the United States and (2) that you consent to delivery of such offering
circular by electronic transmission.
You are reminded that the attached offering circular has been delivered to you on the basis that you are a person into whose possession the
attached offering circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not,
nor are you authorised to, deliver this document, electronically or otherwise, or disclose the contents of the offering circular to any other person.
The materials relating to the offering contemplated under the attached offering circular do not constitute, and may not be used in connection
with, an offer or solicitation in any place where offers or solicitations are not permitted by law. This offering circular has been sent to you in an
electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic
transmission and consequently, none of COSL Singapore Capital Ltd., China Oilfield Services Limited (中海油田服務股份有限公司), none of
BOCI Asia Limited, CLSA Singapore Pte Ltd, J.P. Morgan Securities Asia Private Limited, ABCI Capital Limited, Agricultural Bank of China
Limited Hong Kong Branch, Bank of China (Hong Kong) Limited, Bank of Communications Co., Ltd. Hong Kong Branch, China Construction
Bank (Asia) Corporation Limited, China Industrial Securities International Brokerage Limited, China International Capital Corporation Hong
Kong Securities Limited, China Securities (International) Corporate Finance Company Limited, Citigroup Global Markets Limited, CMB
International Capital Limited, CMB Wing Lung Bank Limited, Goldman Sachs (Asia) L.L.C., ICBC International Securities Limited (the “Initial
Purchasers”) or any person who controls any of them or any director, officer, employee or agent of any of them or affiliate of any such person
accepts any liability or responsibility whatsoever in respect of any difference between the offering circular distributed to you in electronic format
and the hard copy version available to you upon request.
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You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk, and it is your
responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.
COSL Singapore Capital Ltd.
(incorporated in Singapore with limited liability) (UEN/Company Registration No. 200920232R)
CNY5,000,000,000 1.95% Guaranteed Notes due 2029
unconditionally and irrevocably guaranteed by
China Oilfield Services Limited
(中海油田服務股份有限公司)
(incorporated with limited liability in the People’s Republic of China)
Issue Price: 100.00%
COSL Singapore Capital Ltd. (the “Issuer”) is offering 1.95% Guaranteed Notes due 2029 in the aggregate principal amount of CNY5,000,000,000 (the “Notes”). The
Notes will mature on 16 March 2029 and will bear interest at 1.95% per annum payable semi-annually in arrear on 16 March and 16 September of each year,
commencing on 16 September 2026.
The Notes are direct, unconditional, unsubordinated and unsecured obligations of the Issuer, unconditionally and irrevocably guaranteed by China Oilfield Services
Limited ( 中海油田服務股份有限公司 ) (“COSL”, the “Company” or, the “Guarantor”). The Notes will at all times rank pari passu will all other unsecured and
unsubordinated obligations of the Issuer, save for such obligations as may be preferred by provisions of law that are both mandatory and of general application and
subject to Condition 4(a). The Company’s guarantee of the Notes is referred to as the “Guarantee” and is contained in the deed of guarantee executed by the Guarantor
governing the Guarantee (the “Deed of Guarantee”). The Guarantee constitutes direct, unconditional, unsubordinated and (subject to Condition 4(a)) unsecured
obligations of the Guarantor which will at all times rank at least pari passu with all other unsecured and unsubordinated obligations of the Guarantor, save for such
obligations as may be preferred by provisions of law that are both mandatory and of general application and subject to Condition 4(a).
At any time and from time to time prior to 16 February 2029, we may at our option redeem the Notes, in whole or in part, at a redemption price equal to the Make
Whole Price (as defined in the trust deed governing the Notes (the “Trust Deed”)) as at, and accrued and unpaid interest, if any, to (but not including) the redemption
date. Upon the occurrence of a Change of Control (as defined in the Trust Deed), we must make an offer to repurchase all Notes outstanding at a purchase price equal
to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase. The Issuer may at any time after 16 February 2029 redeem the
Notes, in whole or in part, at 100 per cent. of their principal amount, together with interest (if any) accrued to, but excluding, the redemption date. In addition, upon
the occurrence of a No Registration Event (as defined in the Trust Deed), the Noteholder of any Note will have the right, at such Noteholder’s option, to require the
Issuer to redeem all, but not part, of that Noteholder’s Notes on the redemption date at their principal amount, together with interest (if any) accrued to, but excluding,
the redemption date.
For a more detailed description of the Notes, see the section entitled “Terms and Conditions of the Notes” beginning on page 88.
Investing in the Notes involves significant risks. See “Risk Factors” beginning on page 10 for a discussion of factors that you should consider carefully before
investing in the Notes.
Application will be made to The Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) for the listing of, and permission to deal in, the Notes by
way of debt issues to professional investors (as defined in Chapter 37 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited)
(“Professional Investors”) only. This Offering Circular is for distribution to Professional Investors only.
Notice to Hong Kong investors: The Issuer confirms that the Notes are intended for purchase by Professional Investors only and will be listed on the Hong
Kong Stock Exchange on that basis. Accordingly, the Issuer confirms that the Notes are not appropriate as an investment for retail investors in Hong Kong.
Investors should carefully consider the risks involved.
The Hong Kong Stock Exchange has not reviewed the contents of this Offering Circular, other than to ensure that the prescribed form disclaimer and
responsibility statements, and a statement limiting distribution of this Offering Circular to Professional Investors only have been reproduced in this Offering
Circular. Listing of the Notes on the Hong Kong Stock Exchange is not to be taken as an indication of the commercial merits or credit quality of the Notes,
the Issuer, the Company or the Group (as defined below), or the quality of disclosure in this Offering Circular. Hong Kong Exchanges and Clearing Limited
and the Hong Kong Stock Exchange take no responsibility for the contents of this Offering Circular, 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 Offering Circular.
With reference to the Administrative Measures for the Examination and Registration of Medium and Long-term Foreign Debts of Enterprises (NDRC Order No. 56)
(企業中長期外債審核登記管理辦法(國家發展和改革委員會令第56號)) (the “NDRC Measures”) promulgated by National Development and Reform Commission of
the PRC (the “NDRC”) on 5 January 2023 and became effective on 10 February 2023, we have made an application for the pre-issuance registration of the issuance of
the Notes with the NDRC and obtained a Certificate of Examination and Registration of Foreign Debts Borrowed by Enterprises (企業借用外債審核登記證明) from
the NDRC dated 6 February 2026 evidencing such registration. We undertake to file with the NDRC the requisite information and documents in relation to the Notes
within the relevant prescribed timeframe after the Issue Date in accordance with the NDRC Measures and any implementation rules as issued by the NDRC from time
to time, including but not limited to, the filing with the NDRC the offering information and the issue details of the Notes within the prescribed time period prescribed
by the NDRC after the Issue Date, and we shall comply with all applicable PRC laws and regulations in connection with the Notes (including, but not limited to, any
related filing requirement under the NDRC Measures).
The Guarantor is required to register with the State Administration of Foreign Exchange or its local counterparts (the “SAFE”) the Guarantee within 15 working days
after the execution of the Guarantee in accordance with the Provisions on the Foreign Exchange Administration of Cross-Border Guarantees (跨境擔保外匯管理規定)
promulgated by SAFE on 12 May 2014 which came into effect on 1 June 2014.
The Notes are expected to be rated “A3” by Moody’s Investors Service, Inc. (“Moody’s”) and “A-” by Fitch Ratings Ltd. (“Fitch”). Such ratings of the Notes do not
constitute any recommendation to buy, sell or hold the Notes and may be subject to revision or withdrawal at any time by Moody’s or Fitch. Such ratings should be
evaluated independently of any other rating of the other securities of the Issuer or the Company.
The Notes and the Guarantee have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or the
securities laws of any state of the United States and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. Accordingly, the Notes and the Guarantee are being offered and sold only outside the United States in
offshore transactions in reliance on Regulation S under the Securities Act.
The Notes will be represented by a global registered bond certificate (the “Global Certificate”) substantially in the form scheduled to the Trust Deed. The Global
Certificate will be registered in the name of, and lodged with a sub-custodian for, the Hong Kong Monetary Authority as operator (the “CMU Operator”) of the Central
Moneymarkets Unit Service (the “CMU” or the “Clearing System”), and will be exchangeable for definitive certificates (the “Definitive Certificates”) only in the
circumstances set out therein. Except as described in the Global Certificate, Definitive Certificates for the Notes will not be issued in exchange for interests in the
Global Certificate. For persons seeking to hold a beneficial interest in the Notes through Euroclear Bank SA/NV (“Euroclear”) or Clearstream Banking S.A.
(“Clearstream, Luxembourg”), such persons will hold their interest through an account opened and held by Euroclear or Clearstream, Luxembourg (as the case may be)
with the CMU Operator.
Joint Lead Managers and Joint Global Coordinators
BOC International CITIC Securities J.P. Morgan
Joint Bookrunners
ABC International Agricultural Bank of China Bank of China (Hong Kong)
Limited Hong Kong Branch
Bank of Communications China Construction Bank (Asia) China Industrial Securities International
China International Capital Corporation China Securities International Citigroup
CMB International CMB Wing Lung Bank Limited- 5 - Goldman Sachs (Asia) L.L.C. ICBC International
The date of this Offering Circular is 9 March 2026.
NOTICE TO INVESTORS
This offering circular has been prepared by the Issuer and the Company solely for use in connection with the
proposed offering of the Notes. Each of the Issuer and the Company and each of BOCI Asia Limited, CLSA
Singapore Pte Ltd, J.P. Morgan Securities Asia Private Limited, ABCI Capital Limited, Agricultural Bank of
China Limited Hong Kong Branch, Bank of China (Hong Kong) Limited, Bank of Communications Co.,
Ltd. Hong Kong Branch, China Construction Bank (Asia) Corporation Limited, China Industrial Securities
International Brokerage Limited, China International Capital Corporation Hong Kong Securities Limited,
China Securities (International) Corporate Finance Company Limited, Citigroup Global Markets Limited,
CMB International Capital Limited, CMB Wing Lung Bank Limited, Goldman Sachs (Asia) L.L.C. and
ICBC International Securities Limited (the “Initial Purchasers”), reserves the right to withdraw the offering
of the Notes at any time or to reject any offer to purchase, in whole or in part, for any reason, or to sell less
than all of the Notes placed hereby.
This offering circular is personal to the prospective investor to whom it has been delivered by the Initial
Purchasers and does not constitute an offer to any other person or to the public in general to subscribe for or
otherwise acquire the Notes. Distribution of this offering circular to any person other than the prospective
investor and those persons, if any, retained to advise that prospective investor with respect thereto is
unauthorised, and any disclosure of its contents without the Issuer’s prior written consent is prohibited. The
prospective investor, by accepting delivery of this offering circular, agrees to the foregoing and agrees not to
make any photocopies of this offering circular.
This offering circular is intended solely for the purpose of soliciting indications of interest in the Notes from
qualified investors and does not purport to summarise all of the terms, conditions, covenants and other
provisions contained in the Trust Deed and other transaction documents described herein. The information
provided is not all-inclusive. The market information in this offering circular has been obtained by the Issuer
or the Company from publicly available sources deemed by it to be reliable. The Initial Purchasers and their
affiliates, directors, officers, employees, advisors, representatives, agents or any person who controls any of
them do not accept any liability in relation to the information contained in this offering circular or its
distribution or with regard to any other information supplied by or on the Issuer’s or the Company’s behalf.
This offering circular may only be used where it is legal to sell the Notes.
None of the Initial Purchasers, Citicorp International Limited as trustee (the “Trustee”), Citicorp
International Limited as CMU lodging and paying agent, registrar and transfer agent (the “CMU Lodging
and Paying Agent”, the “Registrar” and “Transfer Agent”, respectively, and together, the “Agents”) or any
of their respective affiliates, directors, officers, employees, advisors, representatives, agents or any person
who controls any of them have separately verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made or given and no responsibility is
accepted by any of the Initial Purchasers, the Trustee or the Agents or any of their respective affiliates,
directors, officers, employees, advisors, representatives, agents or any person who controls any of them. The
information in this document may only be accurate at the date of this offering circular. Neither the delivery
of this offering circular nor any sale made hereunder shall, under any circumstances, imply that there has
been no change or development in the Company’s or the Issuer’s affairs and those of each of their respective
subsidiaries or that the information set forth herein is correct as at any date subsequent to the date hereof.
Investors hereby acknowledge that (i) they have not relied on the Initial Purchasers, the Trustee, the Agents
or any person affiliated with the Initial Purchasers, the Trustee or the Agents in connection with any
investigation of the accuracy of such information or their investment decision and have conducted their own
investigation with respect to the Company and the Notes; (ii) they have received all information that they
believe is necessary or appropriate in connection with its purchase of the Notes; (iii) no person has been
authorised to give any information or to make any representation concerning the Issuer, the Company, the
–– i ––
Notes or the Guarantee (other than as contained herein and information given by the Issuer’s or the
Company’s duly authorised officers and employees, as applicable, in connection with investors’ examination
of the Issuer and the Company, and the terms of this offering) and, if given or made, any such other
information or representation should not be relied upon as having been authorised by the Issuer, the
Company, the Initial Purchasers, the Trustee or the Agents; (iv) they have consulted their own independent
advisors or otherwise have satisfied themselves concerning, without limitation, the tax, legal, currency and
other economic considerations related to the investment in the Notes, and have only relied on the advice of,
or have only consulted with, such independent advisers; (v) they have such knowledge and experience in
financial and business matters and in participating in transactions such as the offering contemplated herein
that they are capable of evaluating the merits and risks of the prospective investment in the Notes; (vi) they
will not look to the Initial Purchasers, the Trustee, the Agents or any of their affiliates, or their affiliates’
officers, directors, employees or agents in respect of any such loss arising from their investments in the
Notes; and (vii) they have authorised the Initial Purchasers, the Trustee and the Agents to rely upon the truth
and accuracy of the abovementioned acknowledgments and undertakings. None of the Initial Purchasers, the
Trustee or any Agent undertakes to review the financial condition or affairs of the Issuer or the Company
during the life of the arrangements contemplated by this offering circular nor to advise any investor or
prospective investor in the Notes of any information coming to the attention of the Initial Purchasers, the
Trustee or any Agent.
In making an investment decision, prospective investors must rely on their examination of the Issuer and the
Company and the terms of this offering, including the merits and risks involved.
This offering circular does not constitute an offer to sell, or a solicitation of an offer to buy, any of the
Notes and may not be used for the purpose of an offer to, or a solicitation by, any person in any jurisdiction
in which it is unlawful for such person to make such offer or solicitation.
IN CONNECTION WITH THIS OFFERING, ANY OF THE INITIAL PURCHASERS, APPOINTED AS
AND ACTING IN ITS CAPACITY AS THE STABILISATION MANAGER, (THE “STABILISATION
MANAGER”), OR ANY PERSON ACTING FOR IT, MAY PURCHASE AND SELL THE NOTES IN
THE OPEN MARKET. THESE TRANSACTIONS MAY, TO THE EXTENT PERMITTED BY
APPLICABLE LAWS AND REGULATIONS, INCLUDE SHORT SALES, STABILISING
TRANSACTIONS AND PURCHASES TO COVER POSITIONS CREATED BY SHORT SALES.
THESE ACTIVITIES MAY STABILISE, MAINTAIN OR OTHERWISE AFFECT THE MARKET
PRICE OF THE NOTES. IN SO DOING, THE STABILISATION MANAGER OR ANY PERSON
ACTING ON BEHALF OF THE STABILISATION MANAGER SHALL ACT AS PRINCIPAL AND NOT
AS AGENT OF THE ISSUER OR THE COMPANY. HOWEVER, THE STABILISATION MANAGER,
OR ANYONE ACTING FOR IT, IS NOT OBLIGATED TO DO THIS. IF THESE ACTIONS ARE
COMMENCED, THEY SHALL BE UNDERTAKEN IN ACCORDANCE WITH APPLICABLE LAWS
AND REGULATIONS, AND AS A RESULT THEREOF THE PRICE OF THE NOTES MAY BE HIGHER
THAN THE PRICE THAT OTHERWISE MIGHT EXIST IN THE OPEN MARKET. ANY
STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE
PUBLIC DISCLOSURE OF THE TERMS OF THE NOTES IS MADE AND, IF BEGUN, MAY BE
ENDED AT ANY TIME, AND MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER
THE ISSUE DATE OF THE NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF
THE NOTES. ANY LOSS OR PROFIT SUSTAINED AS A CONSEQUENCE OF ANY SUCH
TRANSACTIONS OR STABILISATION SHALL BE FOR THE ACCOUNT OF THE STABILISATION
MANAGER.
None of the Issuer, the Guarantor, the Initial Purchasers, the Trustee, the Agents or any of its or their
respective affiliates, directors, officers, employees, advisors, representatives, agents or any person who
controls any of them is making any representation to any offeree or purchaser of the Notes placed hereby
regarding the legality of any investment by such offeree or purchaser under applicable legal investment or
–– ii ––
similar laws. Each prospective investor should consult with its own advisers as to legal, tax, business,
financial and related aspects of a purchase of the Notes. None of the Initial Purchasers, the Trustee or the
Agents makes any representation, warranty or undertaking, express or implied, or accepts any responsibility,
with respect to the accuracy or completeness of any of the information in this offering circular. To the fullest
extent permitted by law, none of the Initial Purchasers, the Trustee or any of the Agents or any of their
respective affiliates, directors, officers, employees, advisors, representatives, agents or any person who
controls any of them accepts any responsibility for the contents of this offering circular or for any other
statement made or purported to be made by the Initial Purchasers or on their behalf in connection with the
Issuer and the Company or the issue and offering of the Notes or the Guarantee. Each of the Initial
Purchasers, the Trustee, the Agents and any of their respective affiliates, directors, officers, employees, or
advisers accordingly disclaims any and all liability whether arising in tort or contract or otherwise which it
might otherwise have in respect of this offering circular or any such statement. None of the Initial
Purchasers, the Trustee, the Agents or any of their respective affiliates, directors, officers, employees,
advisers, representatives, agents or any person who controls any of them undertakes to review the results of
operations, financial condition or affairs of the Issuer or the Company during the life of the arrangements
contemplated by this offering circular nor to advise any investor or potential investor in the Notes of any
information coming to the attention of the Initial Purchasers, the Trustee or the Agents.
This offering circular includes particulars given in compliance with the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard
to the Issuer, the Company and the Group. The Issuer and the Company accept full responsibility for the
accuracy of the information contained in this document and confirm, having made all reasonable enquiries,
that to the best of their knowledge and belief there are no other facts the omission of which would make any
statement herein misleading.
The distribution of this offering circular and the offer and sale of the Notes may, in certain jurisdictions, be
restricted by law. Each purchaser of the Notes must comply with all applicable laws and regulations in force
in each jurisdiction in which it purchases, offers or sells the Notes or possesses or distributes this offering
circular, and must obtain any consent, approval or permission required for the purchase, offer or sale by it of
the Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it
makes purchases, offers or sales.
Notice to Prospective Investors in the European Economic Area (the “EEA”) – This offering circular
isnot a prospectus for the purposes of Regulation (EU) 2017/1129, as amended.
Prohibition of Sales to EEA Retail Investors – The Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made available to any retail investor in the
EEA. For these purposes, a “retail investor” means a person who is one (or both) of: (i) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended (“MiFID II”); or (ii) a customer
within the meaning of Directive (EU) 2016/97, as amended (the “Insurance Distribution Directive”), where
that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the
“PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors
in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available
to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Prohibition of Sales to United Kingdom Retail Investors – The Notes are not intended to be offered, sold
or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the United Kingdom. For these purposes, a “retail investor” means a person who is not a
professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part
of domestic law in the United Kingdom (“UK MiFIR”). Consequently, no key information document
required by Regulation (EU) No 1286/2014 as it forms part of domestic law in the United Kingdom (the
–– iii ––
“UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail
investors in the United Kingdom has been prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs
Regulation.
Persons into whose possession this offering circular comes are required by the Issuer, the Company, the
Initial Purchasers, the Trustee and the Agents to inform themselves about and to observe any such
restrictions. No action is being taken to permit a public offering of the Notes or the possession or
distribution of this offering circular or any offering or publicity materials relating to the Notes in any
jurisdiction where action would be required for such purposes. There are restrictions on the offer and sale of
the Notes, the Company giving the Guarantee and the circulation of documents relating thereto, in certain
jurisdictions and to persons connected therewith. See “Subscription and Sale” for a description of certain
restrictions on the offer and sale of the Notes, and the circulation of documents relating thereto, in certain
jurisdictions.
Important Notice to Prospective Investors
Prospective investors should be aware that certain intermediaries in the context of this offering of the Notes,
including certain Initial Purchasers, are “capital market intermediaries” (“CMIs”) subject to Paragraph 21 of
the Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission (the
“SFC Code”). This notice to prospective investors is a summary of certain obligations the SFC Code
imposes on such CMIs, which require the attention and cooperation of prospective investors. Certain CMI(s)
may also be acting as “overall coordinator(s)” (“OC(s)”) for this offering and are subject to additional
requirements under the SFC Code.
Prospective investors who are the directors, employees or major shareholders of the Issuer, the Company, a
CMI or its group companies would be considered under the SFC Code as having an association
(“Association”) with the Issuer, the Company, the CMI or the relevant group company. Prospective investors
associated with the Issuer, the Company or any CMI (including its group companies) should specifically
disclose this when placing an order for the Notes and should disclose, at the same time, if such orders may
negatively impact the price discovery process in relation to this offering. Prospective investors who do not
disclose their Associations are hereby deemed not to be so associated. Where prospective investors disclose
their Associations but do not disclose that such order may negatively impact the price discovery process in
relation to this offering, such order is hereby deemed not to negatively impact the price discovery process in
relation to this offering.
Prospective investors should ensure, and by placing an order prospective investors are deemed to confirm,
that orders placed are bona fide, are not inflated and do not constitute duplicated orders (i.e. two or more
corresponding or identical orders placed via two or more CMIs). If a prospective investor is an asset
management arm affiliated with any Initial Purchaser, such prospective investor should indicate when
placing an order if it is for a fund or portfolio where the Initial Purchaser or its group company has more
than 50 per cent. interest, in which case it will be classified as a “proprietary order” and subject to
appropriate handling by CMIs in accordance with the SFC Code and should disclose, at the same time, if
such “proprietary order” may negatively impact the price discovery process in relation to this offering.
Prospective investors who do not indicate this information when placing an order are hereby deemed to
confirm that their order is not a “proprietary order”. If a prospective investor is otherwise affiliated with any
Initial Purchaser, such that its order may be considered to be a “proprietary order” (pursuant to the SFC
Code), such prospective investor should indicate to the relevant Initial Purchaser when placing such order.
Prospective investors who do not indicate this information when placing an order are hereby deemed to
confirm that their order is not a “proprietary order”. Where prospective investors disclose such information
–– iv ––
but do not disclose that such “proprietary order” may negatively impact the price discovery process in
relation to this offering, such “proprietary order” is hereby deemed not to negatively impact the price
discovery process in relation to this offering.
Prospective investors should be aware that certain information may be disclosed by CMIs (including private
banks) which is personal and/or confidential in nature to the prospective investor. By placing an order,
prospective investors are deemed to have understood and consented to the collection, disclosure, use and
transfer of such information by the Initial Purchasers and/or any other third parties as may be required by
the SFC Code, including to the Issuer, the Company, any OC(s), relevant regulators and/or any other third
parties as may be required by the SFC Code, it being understood and agreed that such information shall only
be used for the purpose of complying with the SFC Code, during the bookbuilding process for this offering.
Failure to provide such information may result in that order being rejected.
–– v ––
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM
The communication of this offering circular and any other document or materials relating to the issue of the
Notes offered hereby is not being made, and this offering circular and such documents and/or materials have
not been approved, by an authorised person for the purposes of section 21 of the United Kingdom’s
Financial Services and Markets Act 2000, as amended (the “FSMA”). Accordingly, this offering circular and
such documents and/or materials are not being distributed to, and must not be passed on to, the general
public in the United Kingdom. This offering circular and such other documents and/or materials are for
distribution only to persons who (i) have professional experience in matters relating to investments and who
fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”)),
(ii) fall within Article 49(2)(a) to (d) of the Financial Promotion Order, (iii) are outside the United Kingdom,
or (iv) are other persons to whom it may otherwise lawfully be communicated or distributed under the
Financial Promotion Order (all such persons together being referred to as “relevant persons”). This offering
circular and any such other documents and/or materials are directed only at relevant persons and must not be
acted on or relied on by persons who are not relevant persons. Any investment or investment activity to
which this offering circular and any such other documents and/or materials relate will be engaged in only
with relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely
on this offering circular or any other documents and/or materials relating to the issue of the Notes offered
hereby or any of their contents.
–– vi ––
CERTAIN DEFINITIONS AND CONVENTIONS
In this Offering Circular, references to:
• “CNOOC” are to China National Offshore Oil Corporation ( 中國海洋石油集團有限公司 ), a state
owned enterprise incorporated under the laws of the PRC, and the controlling shareholder of the Company;
• “CNOOC Limited” are to CNOOC Limited ( 中國海洋石油有限公司), a company incorporated in
Hong Kong under the Companies Ordinance (Cap. 32) of Hong Kong with limited liability and a
subsidiary of CNOOC;
• “CNOOC Group” are to CNOOC and its subsidiaries and affiliates, excluding the Group;
• “CNY”, “RMB” or “Renminbi” are to the Renminbi, the official currency of the PRC;
• “Company”, “Guarantor” or “COSL” are to China Oilfield Services Limited (中海油田服務股份有限
公司), a company established under the laws of the PRC;
• “Group” are to the Company and its subsidiaries;
• “Issuer” are to COSL Singapore Capital Ltd., a wholly owned indirect subsidiary of the Company
established under the laws of Singapore;
• “NSSF” are to the National Social Security Fund;
• “PBOC” are to the People’s Bank of China, the central bank of the PRC;
• “PRC” or “China” are to the People’s Republic of China, excluding, for the purpose of this Offering
Circular only, the Hong Kong Special Administrative Region, the Macau Special Administrative
Region and Taiwan region;
• “SAFE” are to the State Administration of Foreign Exchange of the PRC;
• “SASAC” are to the State-owned Assets Supervision and Administration Commission; and
• “US$” or “U.S. dollar” are to United States dollars, the official currency of the United States of
America.
• Although there is no official definition of “offshore China”, for the purposes of this Offering Circular,
unless otherwise stated, offshore China does not include shallow water with a depth of less than five
metres.
For definitions of certain offshore oilfield services industry terms, please refer to “Glossary.”
Unless otherwise indicated, all references in this offering circular to “Notes” are to any of the Notes; all
references in this offering circular to “Terms and Conditions of the Notes” are to the terms and conditions
governing the Notes, as set out in “Terms and Conditions of the Notes”.
References in this Offering Circular to the Guarantor’s daily production figures are calculated on the basis of
a 365-day year.
–– vii ––
Solely for investors’ convenience, this Offering Circular contains translations of certain Renminbi amounts
into U.S. dollar amounts at specified rates. Unless indicated otherwise, the translation of Renminbi amounts
into U.S. dollar amounts has been made at the rate of RMB7.1636 to US$1.00, respectively, the exchange
rate set forth in the H.10 weekly statistical release of the Board of Governors of the Federal Reserve System
of the United States on 30 June 2025. Investors should not construe these translations as representations that
the Renminbi amounts could actually be converted into any U.S. dollar at the rates indicated or at all.
Market data and certain industry forecasts and statistics in this Offering Circular have been obtained from
both public and private sources, including market research, publicly available information and industry
publications. Although this information is believed to be reliable, it has not been independently verified by
the Issuer, the Guarantor, the Initial Purchasers or their respective directors and advisors, and neither the
Issuer, the Guarantor, the Initial Purchasers nor their respective directors and advisors makes any
representation as to the accuracy or completeness of that information. Such information may not be
consistent with other information compiled within or outside the PRC. In addition, third party information
providers may have obtained information from market participants and such information may not have been
independently verified. This Offering Circular summarises certain documents and other information, and
investors should refer to them for a more complete understanding of what is discussed in those documents.
In making an investment decision, each investor must rely on its own examination of the Issuer, the
Guarantor and the terms of the offering and the Notes, including the merits and risks involved.
–– viii ––
PRESENTATION OF FINANCIAL INFORMATION
The Group’s consolidated financial and other information as at and for the years ended 31 December 2022,
consolidated financial statements as at and for the years ended 31 December 2023 and 2024 audited by Ernst
& Young.
The Group’s consolidated financial and other information as at and for the six months ended 30 June 2024
and 2025 are included elsewhere in this Offering Circular and have been extracted from its consolidated
financial statements as at and for the six months ended 30 June 2025 reviewed by Ernst & Young.
The Company prepares its consolidated financial statements in accordance with Hong Kong Financial
Reporting Standards (“HKFRSs”) issued by the Hong Kong Institute of Certified Public Accountants
(“HKICPA”). The Group’s consolidated financial statements as at and for the years ended 31 December
accordance with Hong Kong Standards on Auditing issued by HKICPA. HKFRSs differs in certain material
respects from generally accepted accounting principles of other jurisdictions. The Company applied
Amendments to HKAS 12 Deferred Tax related to Assets and Liabilities arising from a Single Transaction.
Accordingly, the comparative amounts as at and for the year ended 31 December 2022 are restated in our
consolidated financial statements as at and for the year ended 31 December 2023. Such restated financial
information have been presented throughout the offering circular.
All financial information, descriptions and other information in this Offering Circular regarding the
Company’s activities, financial condition and results of operations are, unless otherwise indicated or
required by context, presented on a consolidated basis.
Certain numerical figures set out in this Offering Circular, including financial data presented in billions,
millions or thousands, have been subject to rounding adjustments and, as a result, the totals of the data in
this Offering Circular may vary slightly from the actual arithmetic totals of such information.
Our reporting currency is Renminbi.
–– ix ––
ENFORCEMENT OF JUDGMENTS
The Issuer is a Singapore company incorporated in and under the laws of Singapore with limited liability,
and the Guarantor is a company incorporated with limited liability in the PRC. The Issuer is a wholly owned
indirect subsidiary of the Guarantor and will not conduct business or any other activities other than the
offering, sale, issuance or incurrence of Indebtedness and the lending of the proceeds thereof to any
company controlled, directly or indirectly, by the Guarantor and any other activities in connection therewith
or related thereto in accordance with the Terms and Conditions of the Notes.
A substantial majority of the Guarantor’s businesses, assets and operations are located in the PRC. In
addition, a substantial majority of the Guarantor’s Directors and executive officers reside in the PRC and
substantially all of their assets are located in the PRC. As a result, it may not be possible to serve legal
written process outside the PRC upon the Guarantor or such Directors or executive officers, including with
respect to matters arising under securities laws of jurisdictions outside the PRC. Moreover, the PRC does not
have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the
United Kingdom and many other countries. As a result, recognition and enforcement in the PRC of
judgments of a court in any jurisdiction outside the PRC in relation to any matter may be difficult or
impossible. Furthermore, with respect to the recognition and enforcement of judgments of Hong Kong courts
in the PRC courts, see “Risk Factors – Risks relating to the Notes and the Guarantee – Additional
procedures may be required to be taken to bring English law-governed matters or disputes to the Hong Kong
courts and the Noteholders would need to be subject to the exclusive jurisdiction of the Hong Kong courts.
There is also no assurance that the PRC courts will recognise and enforce judgments of the Hong Kong
courts in respect of English law-governed matters or disputes”.
–– x ––
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS
This Offering Circular contains certain forward-looking statements and information that involve risks,
assumptions and uncertainties. All statements other than statements of historical facts are forward-looking
statements. Such forward-looking statements may include, without limitation, statements relating to the
Company’s competitive position, its business strategies and plans, its future business condition, future
financial results, cash flows, financing plans and dividends, and future regulatory and other developments in
the PRC in respect of the industry the Company has been engaged in.
The words “anticipate”, “believe”, “could”, “estimate”, “intend”, “may”, “seek”, “will” and similar
expressions, as they relate to the Company, are intended to identify certain of these forward-looking
statements. These statements involve known and unknown risks, uncertainties and other factors that may
cause the Company’s actual results, performance or achievements to be materially different from those
expressed or implied by the forward-looking statements. In addition, these forward-looking statements
reflect the Company’s current views with respect to future events and are not guarantees of the Company’s
future performance. Actual results may differ materially from those expressed or implied in the forward-
looking statements as a result of a number of factors, including, without limitation:
• changes in the global economic conditions;
• the deterioration of the outlook for future profits and cash flows for any of the Company’s reporting
segments as the result of many possible factors, including, but not limited to, increased or
unanticipated competition, technology becoming obsolete, reductions in customer capital spending
plans, loss of key personnel, adverse legal or regulatory judgment(s), future operating losses at a
reporting segment, downward forecast revisions, or restructuring plans;
• a decline in oil or natural gas production, and the impact of general economic conditions on the
demand for oil and natural gas and oilfield services, and the availability of capital;
• price volatility of oil and natural gas prices, and the effect that lower prices may have on the level of
exploration, development and production activity of, and the corresponding capital spending by, oil
and gas companies and demand for oilfield services;
• difficulties in managing the Company’s growth and the related demands on its resources;
• risks in connection with estimates of overall risks and costs of lengths of the time needed to complete
relevant projects;
• availability and price of raw materials, equipment and personnel;
• expected production or processing capacities, including expected rated capacities and primary drilling
capacities, of units or facilities not yet in operation;
• the Company’s current level of indebtedness and the effect of any increase in the level of its indebtedness;
• the Company’s ability to generate sufficient cash flows to repay its debt obligations and fund its
capital expenditures;
–– xi ––
• future capital requirements and uncertainty of obtaining additional funding on terms acceptable to the
Company;
• the Company’s carrying amounts of long-lived assets that are subject to impairment testing;
• effect of seasonal factors;
• reliance on a limited number of customers and, in particular, CNOOC Limited;
• reliance on subcontractors and other third parties for the Company’s business;
• changes in the assumptions upon which the Company has prepared its projected financial information
and capital expenditure plans;
• impact of environmental, health and safety, and other governmental and industry regulations, and of
current or pending legislation;
• hazardous, risky drilling operations and adverse weather and environmental conditions;
• risks in connection with currency fluctuations;
• ability to compete effectively against competitors;
• risks in connection with historical and future acquisitions and the integration of significant
acquisitions;
• changes in the political, economic, legal and social conditions in the PRC and other relevant
jurisdictions, including the PRC government’s and other relevant foreign governments’ policies and
initiatives with respect to economic development in light of the recent global economic downturn,
foreign exchange policies, foreign investment activities, regulations associated with oil and gas
market in the PRC and such other jurisdictions and policies; and
• political uncertainties and changes in U.S. or international sanctions in connection with the countries
where the Company operates.
All of the Company’s forward-looking statements made herein and elsewhere are qualified in their entirety
by the risk factors discussed in “Risk Factors” in this Offering Circular. These risk factors and statements
describe circumstances which could cause actual results to differ materially from those contained in any
forward-looking statements. Other sections of this Offering Circular include additional factors which could
adversely impact the Company’s business and financial performance. Moreover, the Company operates in an
evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for
the Company’s management to predict all risk factors and uncertainties, nor can the Company assess the
impact of all factors on its business or the extent to which any factor, or combination of factors, may cause
actual results to differ materially from those contained in any forward-looking statements.
The forward-looking statements made in this Offering Circular relate only to events or information as at the
date on which the statements are made in this Offering Circular. The Issuer or the Company undertakes no
obligation to update or revise publicly any forward-looking statements, whether as a result of new
information, future events or otherwise, after the date on which the statements are made or to reflect the
occurrence of unanticipated events. Prospective investors should read this Offering Circular with the
understanding that the Company’s actual future results may be materially different from what it expects.
Prospective investors should not rely upon forward-looking statements as predictions of future events.
–– xii ––
TABLE OF CONTENTS
Page
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
THE OFFERING . . . . .. . . . .. . . . . . . . . .. . . . .. . . . .. . . .. . . . .. . . . .. . . . .. . . . . 5
RISK FACTORS . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
CAPITALISATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION . . . . . . . . . . . . . . 45
THE ISSUER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
THE GUARANTOR .. .. . .. .. . .. . . . . . . .. . .. .. . .. . . . . . . . . . . . . . .. . .. . . . .. . 55
BUSINESS OF THE GROUP .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . .. . . . . 56
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . 79
TERMS AND CONDITIONS OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
SUMMARY OF PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM . . . . . . . . . 116
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 119
SUBSCRIPTION AND SALE .. .. ... . ... ... . ... ... .. . ... .. ... . .... .. . ... .. . 127
GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 139
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . F-1
–– xiii ––
SUMMARY
This summary highlights information contained elsewhere in this Offering Circular. This summary is derived
from, qualified by, and must be read in conjunction with, the more detailed information and the consolidated
financial statements appearing elsewhere in this Offering Circular. This summary should be read together
with this entire Offering Circular carefully, including the Group’s consolidated financial statements and
related notes and “Risk Factors”.
Overview
The Company, listed on the Hong Kong Stock Exchange (HK stock code: 02883) and Shanghai Stock
Exchange (Shanghai stock code: 601808), is one of the leading integrated oilfield services providers in the world.
The Company provides comprehensive services for the exploration, development and production of oil and
gas, including geophysical acquisition and surveying services, drilling services, well services, marine support
services and integrated solution and new energy services, and also offers one-stop solution and general
contracting service. The Company provides integrated oilfield services overseas, including in Asia Pacific,
Middle East, Americas, Europe and Africa.
The Company operates and manages the largest offshore operation fleet with the most comprehensive
functions in China. As at 30 June 2025, the Company owned and/or operated a fleet of offshore oilfield
services facilities globally, comprising 60 drilling rigs (of which 46 are jack-up drilling rigs, and 14 are
semi-submersible drilling rigs), over 200 vessels including AHTS vessels, platform supply vessels and
standby vessels, five towing streamer seismic vessels, five ocean bottom seismic vessels and four integrated
marine survey and geotechnical vessels, as well as a vast array of modern facilities and equipment for
logging, drilling fluids, directional drilling, cementing and well work-over services.
Capitalising on its long-term relationships with clients and its capacity to offer comprehensive services, the
Company has maintained a dominant market position in offshore China and has expanded overseas by
offering integrated services and services that may be tailored to accommodate clients’ needs. For the years
ended 31 December 2022, 2023 and 2024, and for the six months ended 30 June 2024 and 2025, revenue
sourced outside China represented approximately 17.6%, 21.5%, 22.5%, 24.6% and 23.7%, respectively, of
the Company’s total revenue.
The Company was registered on 26 September 2002 in the PRC, as a joint stock limited company, through
the restructuring of various subsidiaries of CNOOC. As at 30 June 2025, CNOOC was the Company’s
controlling shareholder and beneficially owned approximately 50.86% of the Company’s issued share
capital. CNOOC was established in 1982 by the PRC government as a state-owned offshore petroleum
company and is owned and controlled by the SASAC, in which 90% of the equity interest is held by the
SASAC and 10% of the equity interest is held by the NSSF. CNOOC’s core business is offshore oil and gas
exploration and production. The Company’s H shares were listed on the main board of the Hong Kong Stock
Exchange on 20 November 2002 (stock code: 02883) and the Company’s A shares were listed on the main
board of the Shanghai Stock Exchange on 28 September 2007 (stock code: 601808).
The Company’s largest customer is CNOOC Limited, the largest producer of offshore crude oil and natural
gas in China. CNOOC holds exclusive right from the PRC government to enter into PSCs with foreign
partners relating to petroleum resources exploitation in offshore China. CNOOC assigned CNOOC Limited
all of its rights and obligations under then-existing PSCs in 1999 and has undertaken to assign CNOOC
Limited its future PSCs with the exception of those relating to CNOOC’s administrative functions. The
Company also regularly enters into transactions with other members of the CNOOC Group. For the years
ended 31 December 2022, 2023 and 2024, and for the six months ended 30 June 2024 and 2025, revenue
derived from CNOOC Group (excluding CNOOC Limited and its subsidiaries) represented 2.1%, 1.4%,
–– 1 ––
subsidiaries represented approximately 81.2%, 80.6%, 77.4%, 76.7% and 76.9%, respectively, of the
Company’s revenue for the same periods.
For the years ended 31 December 2022, 2023 and 2024 and for the six months ended 30 June 2024 and
RMB48,301.6 million, RMB22,528.5 million and RMB23,320.3 million, respectively, and the Company’s
profit for the years ended 31 December 2022, 2023 and 2024 and for the six months ended 30 June 2024 and
million and RMB2,076.8 million, respectively.
The following chart outlines the Company’s group structure containing its material subsidiaries as at 30 June
China Oilfield Services Limited
( )
(the “Guarantor”)
COSL Deepwater Tianjin Eco-friendly
COSL Hainan Ltd.
Technology Co., Ltd. Technology Co., Ltd.
Onshore
Offshore
COSL Hong Kong China Oilfield
COSL America
International Services (BVI)
Inc
Limited Limited
COSL Singapore China Oilfield
COSL Drilling COSL Middle East
Ltd Services Southeast
Pan Pacific Ltd. FZE
Asia (BVI) Ltd
COSL
COSL Oil- COSL PT COSL
Drilling P an-
Tech Singapore Samudra Norwegian
Pacific
(Singapore) Capital Ltd. Timur AS
(Labuan )
LTD (the “Issuer”) Santosa
Ltd
Competitive Strengths
• The Company has a unique integrated business model offering services that cover the entire value
chain of the offshore oilfield services industry
• The Company has established a dominant market position in offshore China through its strategic
relationship with CNOOC and engages in diverse international operations
–– 2 ––
• The Company benefits from a competitive cost structure, robust operating margins and steady cash
flows
• The Company has a strong R&D capability and has actively invested in updating its equipment
• Capitalising on its intellectual properties, the Company has strengthened its technological capability
and competitiveness
• The Company enjoys robust financing capability
• The Company has a highly experienced management team and a corporate culture that implements its
core values
Business Strategies
Amidst evolving industry dynamics, the Company is comprehensively focused on five development
strategies – “technology-driven strategy”, “cost-leadership strategy”, “integration strategy”,
“internationalisation strategy”, and “regional development strategy”. Guided by a new development
philosophy, the Company is committed to a strategic transition from asset-heavy operations towards a model
that prioritises technology and asset-light approaches. With balanced emphasis on both domestic and
international markets, as well as coordinated advancement across offshore and onshore sectors, the Company
strives to enhance its professional technical services and support capabilities.
The Company is accelerating technological innovation, embracing internationalisation, exploring new energy
business opportunities, and driving digitalisation and intelligent transformation. Through these concerted
efforts, by 2030, the Company will have built a world-class energy service company with Chinese
characteristics in all respects.
Technology-driven strategy: Always focus on basic scientific exploration, applied scientific verification,
and industrial application guidance with perspective of the industry and development, so as to promote the
systematization and standardization of research and development system. The Company will continue to
enhance the core competitiveness of technology with greater determination and pragmatism and make
technology development the core engine that drives the Company’s development.
Cost-leadership strategy: Reshape the cost advantage, enhance the ability of cost control and formulate its
competitiveness. The Company deeply roots the concept of creating value for customers in its value and well
integrates its business into the customer value chain. Relying on our efforts of creating added value for
customers, the Company can improve customer investment efficiency and returns.
Integration strategy: Taking comparative advantage of the Company’s complete professional chain,
increasing product categories and complete business chain, the Company re-understands, defines and
expands the meaning of integration. The Company will establish new integration model, so as to achieve
benefits and efficiency to the greatest extent. The Company will also promote the development of integrated
business of COSL and continuously provide value-added services for customers, making integrated services
as breakthrough and value-added tool for the transformation and upgrading of various traditional businesses,
so as to expand the main segment and increase market share for the Company.
Internationalisation strategy: Expand the simple market internationalization into the internationalization of
global comprehensive governance, build a world-class governance ability and further develop the space for
surviving and operating as the world-class energy service companies, in order to organically complement the
domestic market with the international market for the Company’s better development.
–– 3 ––
Regional development strategy: Fully exploit domestic oil companies’ comparative advantages of solid
reserves management, fine reservoir engineering research and practical process technology, complemented
by an all-round, fully integrated and partially integrated business model involving exploration, development,
engineering and production, together with profitable models of service, product sales and equipment leasing,
so as to promote the balanced development of the full range of businesses in the region and the
implementation of global strategy with lower costs and risks.
Recent Developments
Overview of the results for the nine months ended 30 September 2025
For the nine months ended 30 September 2025, the Company experienced a significant increase in net profit
attributable to shareholders of the Company as compared with the same period in the preceding year mainly
due to the improved occupancy rate of the large-scale equipment of the Company and the smooth operation
of high daily-rate project of semi-submersible rigs in North Sea, which propelled the growth in profits. For
the nine months ended 30 September 2025, the Company experienced a significant decrease in net cash flow
from operating activities as compared with the same period in the preceding year mainly due to the fact that
certain business were to be settled.
Potential investors must exercise caution when using such information to evaluate our financial condition
and results of operations. Such financial information for the nine months ended 30 September 2025 should
not be taken as an indication of our expected financial condition or results of operations for the full financial
year ending 31 December 2025. See “Risk Factors – Risks Relating to the Company’s Business – Potential
investors should not place undue reliance on our unaudited and unreviewed financial information or the
discussion of material financial trends in relation to our unaudited and unreviewed financial information as
at and for the nine months ended 30 September 2025”.
Entering into the Master Services Framework Agreement
The Company has entered into the master service framework agreement with CNOOC on 29 October 2025
(the “2025 Framework Agreement”). Pursuant to the 2025 Framework Agreement, the Group has agreed to
continue to provide the oilfield services (including drilling services, well services, marine support services,
geophysical acquisition and surveying services and new energy business services) to the CNOOC Group,
and the CNOOC Group has agreed to continue to provide the machineries for leasing, kinetic energy, supply
and transportation of materials, wharf services, construction services, energy services, labour services,
utilities and other ancillary services as well as the leasing of certain properties to the Group for the three
years ending 31 December 2026, 2027 and 2028.
Upon approval at the 2025 first extraordinary general meeting of the Company, the 2025 Framework
Agreement will be effective from 1 January 2026.
–– 4 ––
THE OFFERING
This following summary of the offering contains basic information about the Notes. It is not intended to be
complete and it is subject to important limitations and exceptions. For a more complete understanding of the
Notes, see “Terms and Conditions of the Notes”.
Issuer COSL Singapore Capital Ltd.
Legal Entity Identifier of the 300300WB9ZSCZYXDFJ80.
Issuer
Company/Guarantor China Oilfield Services Limited ( 中海油田服務股份有限公司).
Guarantee The Notes will have the benefit of the Deed of Guarantee executed
by the Guarantor. Pursuant to the Deed of Guarantee, the Guarantor
will unconditionally and irrevocably guarantee the due and punctual
payment of all sums expressed to be payable by the Issuer under
the Trust Deed in respect of the Notes, as further described in
Conditions 3(b) of the Terms and Conditions of the Notes.
The Guarantor has registered the issuance of the Notes with the
NDRC and obtained a certificate from the NDRC dated 2 February
certificate, the Guarantor will cause relevant information relating to
the issue of the Notes to be reported to the NDRC within the
relevant prescribed timeframe after the issue date of the Notes.
The Guarantor shall register or cause to be registered with the State
Administration of Foreign Exchange or its local branch (“SAFE”)
the Deed of Guarantees in accordance with the Provisions on the
Foreign Exchange Administration of Cross-Border Guarantees ( 跨
境擔保外匯管理規定) within 15 working days after the execution
of the Deed of Guarantee (the “Cross-Border Security
Registration”), and use its best endeavours to complete the Cross-
Border Security Registration on or before the Registration Deadline
and obtain a registration evidence ( 業務登記憑證) from SAFE.
Upon completion by the Guarantor of the Cross-Border Security
Registration and in any event on or prior to the Registration
Deadline, it will deliver to the Trustee on or before the relevant
Registration Deadline a certificate in substantially the form set out
in the Trust Deed of a director or duly authorised officer of the
Guarantor confirming the completion of the registration with SAFE
of the Deed of Guarantee together with a true and correct copy of
the relevant SAFE registration evidence ( 業務登記憑證 ) and any
other document (if applicable) issued by SAFE evidencing the
completion of the SAFE registration.
The Notes CNY5,000,000,000 1.95% Guaranteed Notes due 2029.
Issue Price 100.00%.
–– 5 ––
Issue Date 16 March 2026.
Maturity Date 16 March 2029.
Risk Factors Investing in Notes involves certain risks. The principal risk factors
that may affect the abilities of the Issuer and the Guarantor to fulfil
their respective obligations in respect of the Notes, the Trust Deed
and the Deed of Guarantee are discussed under the section “Risk
Factors” below.
Joint Lead Managers and Joint BOCI Asia Limited, CLSA Singapore Pte Ltd and J.P. Morgan
Global Coordinators Securities Asia Private Limited.
Trustee Citicorp International Limited.
CMU Lodging and Paying Agent, Citicorp International Limited.
Registrar and Transfer Agent
Clearing Systems The Notes will be represented by the Global Certificate
substantially in the form scheduled to the Trust Deed. The Global
Certificate will be registered in the name of, and lodged with a sub-
custodian for, the CMU Operator, and will be exchangeable for
Definitive Certificates only in the circumstances set out therein.
Except in the limited circumstances described in the Global
Certificate, owners of interests in the Notes represented by the
Global Certificate will not be entitled to receive Definitive
Certificates in respect of their individual holdings of Notes. For
persons seeking to hold a beneficial interest in the Notes through
Euroclear or Clearstream, Luxembourg, such persons will hold their
interest through an account opened and held by Euroclear or
Clearstream, Luxembourg (as the case may be) with the CMU
Operator.
ISIN HK0001249611.
Common Code 327715909.
CMU Instrument Number CILHFN26011.
Form and Denomination The Notes will be issued in registered form in the minimum
denomination of CNY1,000,000 and integral multiples of
CNY10,000 in excess thereof.
Status of the Notes The Notes constitute direct, unconditional, unsubordinated and
unsecured obligations of the Issuer which will at all times rank pari
passu with all other unsecured and unsubordinated obligations of
the Issuer, save for such obligations as may be preferred by
provisions of law that are both mandatory and of general
application and subject to Condition 4(a).
–– 6 ––
Status of the Guarantee The Guarantor shall unconditionally and irrevocably guarantee the
due and punctual payment of all sums expressed to be payable by
the Issuer in respect of the Notes. The Guarantee constitutes direct,
unconditional, unsubordinated and (subject to Condition 4)
unsecured obligations of the Guarantor which will at all times
rank at least pari passu with all other unsecured and unsubordinated
obligations of the Guarantor, save for such obligations as may be
preferred by provisions of law that are both mandatory and of
general application and subject to Condition 4(a).
Final Redemption Unless previously redeemed, or purchased and cancelled, the Notes
will be redeemed at their principal amount on 16 March 2029.
Make Whole Redemption At any time and from time to time prior to 16 February 2029, the
Issuer may at its option redeem the Notes, in whole or in part, at a
redemption price equal to the Make Whole Price as at, and accrued
and unpaid interest, if any, to (but not including) the redemption
date.
Par Redemption The Issuer may at any time after 16 February 2029 redeem the
Notes, in whole or in part, at 100 per cent. of their principal
amount, together with interest (if any) accrued to, but excluding,
the redemption date.
Redemption for Taxation Reasons The Notes may be redeemed at the option of the Issuer in whole,
but not in part, at any time, on giving not less than 30 nor more
than 60 days’ notice to the Noteholders (which notice shall be
irrevocable), at their Early Redemption Amount (Tax), together
with interest accrued (if any) to the date fixed for redemption, in
the event of certain changes affecting taxes of certain jurisdictions,
as further described in Condition 6(b) (Redemption for Taxation
Reasons) of the Terms and Conditions of the Notes.
Redemption Upon a No At any time following the occurrence of a No Registration Event
Registration Event (as described in Condition 6 (Redemption and Purchase) of the
Terms and Conditions of the Notes), the holder of the Notes will
have the right, at such holder’s option, to require the Issuer to
redeem all, but not part of that holder’s Notes on the No
Registration Event Redemption Date (as defined in the Terms and
Conditions of the Notes), at the Early Redemption Amount (No
Registration Event), together with accrued interest up to, but
excluding the No Registration Event Redemption Date, as further
described in Condition 6(c) (Redemption Upon a No Registration
Event) of the Terms and Conditions of the Notes.
–– 7 ––
Redemption Upon a Change of At any time following the occurrence of a Change of Control
Control Triggering Event Triggering Event (as described in Condition 6(d) (Redemption Upon
a Change of Control Triggering Event) of the Terms and
Conditions of the Notes), the holder of the Notes will have the
right, at such holder’s option, to require the Issuer to redeem all,
but not part of that holder’s Notes, at the relevant Early
Redemption Amount (Change of Control), together with accrued
interest up to, but excluding the Change of Control Put Date, as
further described in Condition 6(d) (Redemption Upon a Change of
Control Triggering Event) of the Terms and Conditions of the
Notes.
Interest The Notes will bear interest at 1.95 per cent. per annum payable
semi-annually in arrear on 16 March and 16 September of each
year, commencing on 16 September 2026.
Covenants The Notes will contain certain covenants including Condition 4(a)
(Covenants – Limitation on Liens), Condition 4(b) (Covenants –
Consolidation, Merger and Sale of Assets), Condition 4(c)
(Covenants – Limitation on the Issuer’s Activities), Condition
(Covenants – Undertakings relating to the Guarantee), Condition
Condition 4(g) (Covenants – Corporate Existence).
Use of Proceeds The net proceeds of the issue of the Notes will be used for
refinancing our existing indebtedness and general corporate
purposes in accordance with applicable PRC laws and regulations.
See “Use of Proceeds”.
Events of Default Events of Default for the Notes are set out in Condition 9 (Events
of Default) of the Terms and Conditions of the Notes.
Withholding Tax All payments of principal and interest in respect of the Notes and/
or, if the Guarantee is called, the Guarantee by or on behalf of the
Issuer or the Guarantor shall be made free and clear of, and without
withholding or deduction for or on account of, any present or future
taxes, duties, assessments or governmental charges of whatever
nature imposed, levied, collected, withheld or assessed by or on
behalf of Singapore or the PRC, in each case including any political
subdivision, territory or possession thereof, and any authority
therein having power to tax (each as applicable, a “Relevant
Jurisdiction”), unless the withholding or deduction of such taxes,
duties, assessments, or governmental charges is required by law. In
that event, the Issuer or (as the case may be) the Guarantor shall
pay such additional amounts (the “Additional Amounts”) as will
result in receipt by the Noteholders after such withholding or
deduction of such amounts as would have been received by them
had no such withholding or deduction been required, except that no
such Additional Amounts shall be payable in respect of any Note.
–– 8 ––
Listing Application will be made to the Hong Kong Stock Exchange for the
listing of, and permission to deal in, the Notes by way of debt
issues to Professional Investors only.
Ratings The Notes are expected to be rated “A3” by Moody’s and “A-” by
Fitch.
A rating is not a recommendation to buy, sell or hold securities and
may be subject to suspension, revision, reduction or withdrawal at
any time by the assigning rating agency.
Governing Law The Notes, the Deed of Guarantee, the Trust Deed and the Agency
Agreement (and any non-contractual obligations arising out of or in
connection with the Notes, the Deed of Guarantee, the Trust Deed
and the Agency Agreement) are governed by and shall be construed
in accordance with English law.
Pursuant to the Trust Deed and the Deed of Guarantee, each of the
Issuer and the Guarantor has (i) agreed for the benefit of the
Trustee and the Noteholders that the Hong Kong courts shall have
exclusive jurisdiction to settle any dispute arising out of or in
connection with the Notes, the Deed of Guarantee and the Trust
Deed; (ii) agreed that those courts are the most appropriate and
convenient courts to settle any Dispute and, accordingly, that it will
not argue to the contrary; and (iii) designated China Oilfield
Services Limited ( 中海油田服務股份有限公司 )’s Hong Kong
office at 65/F, Bank of China Tower, One Garden Road, Central,
Hong Kong to accept service of any process on its behalf.
Notices and Payment As long as the Global Certificate is held in its entirety on behalf of
the CMU Operator, any notice to the holders of the Notes shall be
validly given by the delivery of the relevant notice to the CMU for
communication by the CMU to each relevant accountholder in
substitution for notification as required by the Conditions. Indirect
participants will have to rely on the CMU participants (through
whom they hold the Notes, in the form of interests in the Global
Certificate) to deliver the notices to them, subject to the
arrangements agreed between the indirect participants and the
CMU participants.
Selling Restrictions For a description of certain restrictions on offers, sales and
deliveries of Notes and on the distribution of offering material in
the United States of America, the EEA, the United Kingdom, the
Republic of Italy, Hong Kong, the PRC and Singapore, see
“Subscription and Sale”.
–– 9 ––
RISK FACTORS
Prior to making any investment decision, prospective investors in the Notes should carefully consider the
following information in conjunction with the other information contained in this Offering Circular. The
Company believes that the factors described below represent the principal risks inherent in investing in the
Notes, but the Company’s inability to fulfil its obligations on or in connection with the Notes may occur for
other reasons and the Company does not represent that the factors described below are exhaustive. The
following factors are contingencies which may or may not occur and the Company is not in a position to
express a view on the likelihood of any such contingency occurring.
The Company’s business, financial condition or results of operations could be materially and adversely
affected by any of these risks, but additional risks of which the Company is not currently aware, or which
the Company currently deems immaterial, could also affect the Company’s business operations, financial
condition or results of operations or its ability to fulfil its obligations under the Notes.
The sequence in which the risk factors are presented below is not indicative of their likelihood of occurrence
or of the potential magnitude of their financial consequences.
Risks Relating to the Company’s Industry
Economic uncertainty and the volatility of oil and gas prices could have a material adverse effect on the
Company’s financial condition, results of operations and prospects.
Demand for the Company’s products and services is particularly sensitive to oil and gas exploration,
development, production and transportation activity and the corresponding capital expenditure by oil and gas
companies. Prices of oil and gas are subject to wide fluctuations in response to changes in the supply and
demand for oil and gas, overall economic conditions, political developments, production levels, the price and
availability of other energy sources, domestic and foreign government regulations and weather conditions,
which are beyond the Company’s control.
On 20 April 2020, the price of West Texas Intermediate oil for May 2020 delivery (expired on 21 April
producers reached an agreement in March 2021, to reduce production, oil prices remained unstable. The oil
price has an upward trend in 2021 due to monetary easing by central banks, OPEC+ alliance’s decision to
extend production cut agreement. The imbalance between the supply of and demand for oil, as well as the
uncertainty around the extent and timing of an economic recovery, caused significant market volatility and a
substantial adverse effect on oil prices during the last two quarters of 2021. At the same time, production by
OPEC+, the U.S. and non-OPEC countries has been increasing the global supply of oil. However, geo-
political factors such as the Russian-Ukraine conflict, sanctions imposed upon various Russian entities pose
challenges for oil supply and Iran’s conflict with Israel and the United States. Russian military actions
across Ukraine since February 2022 have led to a significant increase in international crude oil prices. Also,
international crude oil prices might surge due to intensified U.S.-Israeli strikes on Iran. Such military
actions, and sanctions in response thereof as well as escalation of conflict, could significantly affect prices
and demand in global energy market and cause turmoil in the capital markets and generally in the global
financial system. In the first half of 2023, oil prices decreased to a low of U.S.$72.19 per barrel in
connection with developments in the banking sector, such as the collapse of Silicon Valley Bank, the take-
over of Credit Suisse and fears regarding a global recession, concerns about China’s economic growth, the
potential for a U.S. recession and higher than expected Russian oil exports that put downward pressure on
oil prices. During the second half of 2023, the average price of Brent oil increased to U.S.$85.34 per barrel.
The increase was primarily due to resilience shown by the US economy and production cuts by OPEC+.
During the first six months of 2024, the price of Brent oil remained strong, increasing to U.S.$86.41 per
barrel as at 30 June 2024 due to the extension of OPEC+ cuts in production. The price of Brent Oil as of 31
–– 10 ––
December 2024 decreased to U.S.$74.64 per barrel due to a decrease in oil demand. During January 2025,
oil prices increased in response to the threat of U.S.-imposed tariffs. In March 2025, OPEC+ unexpectedly
announced that it would increase production by 411,000 barrels of oil per day, starting from May 2025. As
of 31 March 2025, the price of Brent oil was U.S.$75.81. In December 2025, the price of Brent oil fell to a
four-year low, reaching U.S.$58.68 per barrel as of 16 December 2025. The volatility in the price of Brent
oil is primarily due to geopolitical tensions, including the U.S. government’s announcement of tariffs on
U.S. imports, and the decision by OPEC+ to increase production.
A prolonged downturn in oil and gas prices could depress the level of exploration, development, production
and transportation activity, which would likely reduce the demand for the Company’s services and products,
place pressure on the prices that the Company charges for its services and reduce its profit margins and cash
flow. In addition, demand for the Company’s products and services may not reflect the level of activity in
the industry and even during periods of high commodity prices, customers may reduce their levels of capital
expenditures for exploration and production for a variety of reasons, including their lack of success in
exploration efforts. Also, as the Company’s pricing structure is based on global benchmark oil and gas
prices, the Company’s profit margin may be negatively impacted as a result of the decline in benchmark
prices. In addition, during economic recessions, companies’ access to liquidity may be constrained or subject
to more onerous terms. Limited access to external funding has in the past caused some of the Company’s
customers to reduce their capital expenditure, which, in turn, could have a negative impact on their demand
for the Company’s products or services, or impair the ability of customers to pay the Company for the
Company’s products and services on a timely basis, or at all. In addition, the potential impact on the
liquidity of major financial institutions may limit the Company’s ability to fund its business strategy through
borrowings under either existing or new debt facilities and on terms the Company believes to be reasonable.
Persistent volatility in the financial markets could have a material adverse effect on the Company’s ability to
refinance all or a portion of its indebtedness and to otherwise fund the Company’s operational requirements.
Several other factors may significantly reduce demands for oil and gas for the long term, including
availability of alternative and/or renewable sources of energy, technological breakthroughs, shifts in
consumer preferences, and measures and other initiatives adopted or planned by governments to manage
climate change and carbon-dioxide emissions. Many governments have begun implementing policies to
transition the economy towards a low-carbon model of development through various means and strategies,
including supporting development of renewable energies and the replacement of internal combustion engine
vehicles with electric vehicles, including the possible adoption of stricter regulations on the use of
hydrocarbons. The initiatives to reduce worldwide greenhouse gas emissions and an ongoing energy
transition towards a low carbon economy may adversely affect the worldwide energy mix in the long-term
and may lead to structural lower oil and gas demands and prices.
The occurrence of any of the above conditions may have a material adverse effect on the Company’s
financial condition, results of operations and prospects.
The Company is subject to intense competition in the markets in which the Company carries out its
operations, which could limit the Company’s ability to maintain or increase its market share or maintain
its prices at profitable levels.
The oilfield services industry is highly competitive. The Company’s primary markets are highly fragmented
and competitive. The Company competes both against large multinational companies as well as smaller,
local companies. Some of the Company’s competitors have greater financial and other resources than the
Company does. Some competitors may be better positioned to withstand and adjust more quickly to volatile
market conditions such as fluctuations in oil and gas prices and production levels, as well as changes in
government regulations. In addition, as the Company expands its overseas operations, the Company will face
–– 11 ––
increasing competition in the international markets. If the Company’s competitors increase their capacity (or
do not reduce their capacity where overall demand decreases), the excess supply in the offshore oilfield
services market could put downward pressure on prices.
In addition, oilfield services companies compete primarily on a regional basis and the intensity of
competition may vary significantly from region to region at any particular time. The fact that drilling rigs
are mobile and can be moved from one market to another in response to market conditions intensifies the
competition and may cause an oversupply of rigs in an area. For instance, if demand for drilling or
production services improves in a specific region in which the Company operates, competitors may respond
by moving in suitable rigs from other regions, which, in turn, could intensify competition in this region.
The Company generally obtains its contracts through a competitive bidding process, which is standard for
the offshore oilfield services industry in which the Company operates. The Company’s success in winning
contracts depends on its competitiveness in terms of a variety of factors, such as price, performance and
timeliness of service, service quality, technological capacity, performance, reputation, experience of
personnel, customer relations and long-standing relationships.
While the Company must be competitive in its pricing, its competitive strategy generally emphasises the
quality of its equipment, the safety record of its rigs, its ability to offer ancillary services and the quality of
service and experience of its rig crews to differentiate the Company from its competitors. The Company may
not be able to compete against its peers effectively when price competition becomes more intensive due to a
decrease in the demand for, or an increase in the supply of, the facilities, vessels or equipment used in the
Company’s business, such as drilling rigs, well service rigs and rental tools and equipment, whether through
new construction or refurbishment. Such developments can decrease the pricing and utilisation rates of the
Company’s production services, which would adversely affect the Company’s revenues and profitability.
The Company’s business is subject to governmental and industrial regulations, in particular, stringent
environmental protection laws and regulations, which may adversely affect the Company’s future
operations.
Oilfield services industry is subject to a variety of international, federal, provincial, state, foreign and local
laws and regulations, including environmental, health and safety, and labour laws. The Company invests
substantial financial and managerial resources to maintain compliance with these laws and related permit
requirements. The Company’s failure to do so could result in fines or penalties, enforcement actions, claims
for personal injury or property damages, or obligations to investigate and remediate contamination. Failure
to obtain or renew the required permits on a timely basis may also prevent the Company from operating,
resulting in crew downtime and operating losses. Moreover, if applicable laws and regulations, including
environmental, health and safety requirements, or the interpretation or enforcement thereof, become more
stringent in the future, the Company could incur capital or operating costs beyond those currently
anticipated. The adoption of laws and regulations that directly or indirectly curtail exploration by oil and gas
companies could also materially adversely affect the Company’s operations by reducing the demand for the
Company’s geophysical products and services.
In particular, the Company may be affected by new environmental laws or regulations intended to limit or
reduce emissions of gases, such as carbon dioxide and methane, which may be contributing to climate
change that may impact the Company’s operations or, more generally, the production and demand for fossil
fuels such as oil and gas. The European Union (“EU”) and the United States have already established
greenhouse gas regulations and many other countries have adopted, or are considering the adoption of such
regulations. This could cause the Company to incur additional direct or indirect costs resulting from the
Company’s suppliers incurring additional compliance costs that get passed on to the Company, or that
reduce customers’ demand for the Company’s products or services.
–– 12 ––
From time to time, legislative proposals have been introduced that would materially limit or prohibit
offshore drilling in certain areas due to concerns caused by events such as large-scale oil spill. Such
legislative proposals may require the adoption of enhanced safety requirements and approval and permit
requirements and restrictions on development and production activities in certain areas. This may have
negative effects and impact the operations of oil and gas companies. The Company’s client mix could be
altered with the disappearance of small and medium-sized players in the affected areas, which could
decrease the Company’s sales of products and services.
Maritime-related risks could disrupt and adversely affect the Company’s business activities, financial
condition, results of operations and prospects.
The Company’s rigs may be chartered by customers operating in various countries and governed by the
applicable laws of these jurisdictions. Crew members, suppliers of goods and services to a rig or vessel,
shippers of cargo, and other parties may be entitled to a maritime lien against a rig or vessel for unsatisfied
debts, claims or damages. In many jurisdictions, a maritime lien holder may enforce its lien by arresting an
asset through foreclosure proceedings. The arrest or attachment of one or more of the Company’s rigs or
vessels could interrupt the Company’s cash flow and require it to pay large sums of funds to have the arrest
lifted.
The Company’s rigs and vessels may also operate in regions subjected to incidences of security threats,
including piracy, terrorist attacks, wars/insurgency and internal strife. Attacks targeted at sea-going vessels,
especially an actual attack on one of the Company’s rigs or vessels could result in such rig or vessel being
captured, destroyed or damaged, which could have a material adverse effect on the Company’s business
activities, financial condition, results of operations and prospects.
Risks Relating to the Company’s Business
A significant portion of the Company’s revenue is derived from CNOOC Group, in particular, from
CNOOC Limited and changes in CNOOC Limited’s requirements and operations may have a material and
adverse effect on the Company’s business.
A large portion of the Company’s revenue is generated from the provision of products and services to
CNOOC Group, in particular, CNOOC Limited. The Company derives a large portion of its revenue from
the sale of oilfield services and products to CNOOC Limited. For the years ended 31 December 2022, 2023
and 2024, and for the six months ended 30 June 2024 and 2025, revenue derived from CNOOC Group
(excluding CNOOC Limited and its subsidiaries) represented 2.1%, 1.4%, 1.4%, 0.4% and 0.7%
respectively, of the Company’s revenue, and revenue from CNOOC Limited and its subsidiaries
represented approximately 81.2%, 80.6%, 77.4%, 76.7% and 76.9%, respectively, of the Company’s
revenue for the same periods.
At present, CNOOC Limited is the largest producer of offshore crude oil and natural gas in China; it is also
one of the largest independent oil and gas exploration and production companies in the world. Although
CNOOC Limited is affiliated with the Company, there can be no assurance that CNOOC Limited will
necessarily continue to purchase the Company’s products and services. In addition, because of CNOOC
Limited’s dominant position in the Company’s principal market, there can be no assurance that the Company
will be able to negotiate higher prices for the products and services provided to CNOOC Limited. If
CNOOC Limited significantly reduces its purchase of the Company’s products or services for any reason or
if the Company will not be able to negotiate favourable prices for the products or services provided to
CNOOC Limited, and the Company is unable to find comparable alternative customers, the Company’s
business, results of operations and financial condition would be adversely affected. For example, based on
CNOOC Limited’s 2024 annual report released on 8 April 2025, its capital expenditure in China slightly
decreased in 2024 as compared to 2023, and its total capital expenditure experienced an increase from 2022
–– 13 ––
to 2024. Any reduction in capital expenditure may reduce CNOOC Limited’s purchase of the Company’s
products or services and the Company cannot assure that the Company will be able to find comparable
alternative customers.
In addition, the Company may not always be able to adjust its business model and adapt its services to keep
pace with the business developments of CNOOC Limited. For example, CNOOC Limited is expanding out
of the shallow water China Seas and is developing its overseas business; it has expanded its business into
deep-water explorations and unconventional oil and gas resources such as shale oil and gas and oil sands, all
of which may pose challenge to the applicability of the Company’s asset base and skill set to CNOOC’s
needs. If the Company is unable to build up its organisation capacities to keep up with CNOOC Limited’s
increasing overseas presence and unconventional oil and gas resources business, the Company’s business,
results of operations and financial condition may be adversely affected.
Certain affiliates of the Company have been included on lists maintained by U.S. authorities, some of
which the Company has ongoing dealings with.
On 27 October 2022, the Company and CNOOC entered into a master services framework agreement with
respect to provisions of a range of products and services, including without limitation, oilfield services,
machinery leasing services, equipment, material and utilities services, property services, between the
Company and CNOOC Group for a period of three years ended 31 December 2025. On 29 October 2025,
the Company has entered into the 2025 Framework Agreement with CNOOC for a period of three years
ended 31 December 2028. See “Business of the Group – Recent Developments – Entering into the Master
Services Framework Agreement”.
The Company negotiated its transactions with the CNOOC Group on an arm’s length basis. The Company’s
independent non-executive directors have reviewed the transactions and have confirmed that these
transactions were entered into in the ordinary and usual course of business, with normal commercial terms,
or where there is no available comparison, with terms no less favourable than those available from or to
independent third parties. The Company’s connected transactions have been through the review and approval
process pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong
Limited (the “Listing Rules”). If the Company fails to comply with the relevant rules or continue negotiation
on an arm’s length basis, the Company may not be able to carry out the connected transactions as expected,
which may have an adverse impact on the Company’s results of operations and financial conditions. See
“Business of the Group – Competitive Strengths – The Company has established a dominant market position
in offshore China through its strategic relationship with CNOOC and engages in diverse international
operations”.
In August 2020, the U.S. Department of Defense produced a list of “Communist Chinese Military
Companies” (“CMC List”) pursuant to Section 1237 of the National Defense Authorisation Act for Fiscal
Year 1999. The U.S. Department of Defense (subsequently renamed to Department of War) has further
expanded the CMC List during 2020 and 2021. On 7 January 2025, the then U.S. Department of Defense
released an update to the CMC List and CNOOC, CNOOC China Limited (“CNOOC China”) and CNOOC
International Trading Co., Ltd. (“CNOOC International Trading”) are among the companies listed in the
CMC List. As at the date of this Offering Circular, neither the Issuer nor the Company is named on the
CMC List and neither the Issuer nor the Company holds any equity interest in or is held by CNOOC China
Limited or CNOOC International Trading. Currently, inclusion on the CMC List is not equivalent to being
subject to economic sanctions administered by other authorities in the U.S. government. However, it imposes
both direct and indirect restrictions on the ability of the then U.S. Department of Defense to enter into
contracts for the procurement of goods, services or technology with the Company and the Issuer (and entities
under their respective control) and may impose such restrictions on other U.S. government agencies. It is not
possible to predict with certainty what additional restrictions or consequences may result from inclusion on
the CMC List, if any, may arise in the future, or what impact such developments could have on our business.
–– 14 ––
On 3 June 2021, the U.S. President issued Executive Order 14032 titled “Addressing the Threat from
Securities Investments that Finance Certain Companies of the People’s Republic of China” (“E.O. 14032”)
(the “Order”). According to the Order, CNOOC and CNOOC Limited are among the companies listed in the
Annex to E.O, 14032. U.S. persons are prohibited from buying and selling publicly traded securities or
derivative securities of the companies listed in the Annex. On 16 December 2021, the Office of Foreign
Assets Control (“OFAC”) of the U.S. Department of the Treasury published the updated “Non-SDN Chinese
Military-Industrial Complex Companies List” (“NS-CMIC List”), and CNOOC and CNOOC Limited are
both on the NS-CMIC List. As at the date of this Offering Circular, neither the Issuer nor the Company is
named on the NS-CMIC List. The prohibitions stipulated by the Order thus do not extend to the publicly
traded securities of the Issuer or the Company as at the date of this Offering Circular. However, the U.S.
Secretary of the Treasury is authorised under the Order to include additional entities that are owned or
controlled by an entity subject to the Order to the NS-CMIC List. Therefore, there can be no assurance that
the Issuer and/or the Company will not be subject to the Order in the future.
In addition, CNOOC Limited is on the Entity List administered by the Bureau of Industry and Security of
the U.S. Department of Commerce (“BIS”). In September 2025, BIS issued a new rule in respect of the
Entity List (the “Affiliates Rule”), under which any entity that is at least 50 percent owned by one or more
entities on the Entity List or the Military End-User List or certain entities on the List of Specially
Designated Nationals and Blocked Persons will itself automatically be subject to the same restrictions as
entities on the Entity List. As a result, if the Affiliates Rule is enforced, persons may not be able to provide
certain items subject to the U.S. Export Administration Regulations (“EAR”) to CNOOC Limited or any
affiliate that is at least 50 percent owned by CNOOC Limited without a license from BIS. Noncompliance
with the EAR, or other applicable export regulations may have an adverse impact on the business of
CNOOC Limited and may in turn adversely affect the Company’s business. Nonetheless, in November 2025,
BIS issued a final rule suspending the Affiliates Rule for one year from 10 November 2025 through 9
November 2026. As at the date of this Offering Circular, neither the Issuer nor the Company holds any
equity interest in or is held by CNOOC Limited. However, it is possible that the U.S. government might
decide to enforce the Affiliates Rule after 9 November 2026 or further tighten the restrictions in relation to
the Entity List or other applicable export regulations, which may have further adverse impact on the business
of CNOOC Limited and the Company’s business operations and financial performance.
The Company’s business requires it to make significant capital expenditures and the execution of the
Company’s capital expenditure plans is subject to uncertainty.
As an offshore oilfield services company, the Company owns and operates a large fleet of drilling rigs and
marine support and transportation vessels. The Company also invests in various high-technology instruments
and equipment. The Company’s competitiveness depends on part of its ability to make large capital
expenditures to purchase new drilling rigs and marine support and transportation vessels and to modify,
refurbish and upgrade the Company’s existing fleet. The Company generally formulates and updates its
capital expenditure and investment plans on an annual basis. These plans are based on the condition of the
Company’s rigs, vessels and other equipment, its projected cash flows and the anticipated demand for the
Company’s oilfield services and products. The Company’s capital expenditure plans, however, are subject to
a number of factors, some of which are beyond the Company’s control, including the Company’s ability to
generate sufficient cash flows from the Company’s operations and the availability and terms of external
financing. If the Company is unable to obtain acceptable financing to fund necessary capital expenditures in
the future, the results of its operations and its financial condition could be adversely affected.
The Company’s capital expenditures were RMB4,079.2 million, RMB9,746.0 million, RMB7,320.4 million,
RMB2,555.2 million and RMB2,521.0 million in 2022, 2023, 2024 and in the first half of 2024 and 2025,
respectively, primarily for the purchase of drilling rigs, the transformation and renovation of equipment and
the special inspection of drilling rigs under the drilling services segment, for the construction and purchase
of well technology services equipment under the well services segment, for the transformation and
–– 15 ––
renovation of vessels under the marine support services segment and for the transformation and renovation
of operation vessels and equipment under geophysical acquisition and surveying services segment. The
Company expects its capital expenditures for 2025 to be approximately RMB7.2 billion which will be
mainly used for equipment investment and upgrades, technical equipment renewal, investment in technology
research and development, and infrastructure development. These ongoing projects are subject to delays and
cost overruns inherent in large constructions and refurbishment projects, including shipyard availability,
shortages of materials or skilled labour, unforeseen engineering problems, work stoppages, weather
interference, unavailability of necessary equipment and the inability to obtain any required permits or
approvals. Significant cost overruns or delays could adversely affect the Company’s financial condition and
results of operations. There can be no assurance that such cost overrun incidents will not occur in the future.
Significant delays could also adversely affect the Company’s marketing plan and jeopardise the short-term
and long-term contracts under which the Company plans to operate its drilling rigs and vessels. In addition,
construction of a new offshore support vessel typically takes over one year, during which time market
conditions and customer requirements may change. Such circumstances could affect the marketability of the
Company’s newly-built vessels.
The Company’s operations rely heavily on high-tech equipment and technology that are subject to rapid
and significant change and the Company’s equipment may become obsolete.
The development of equipment and technologies used in offshore oilfield services has been characterised by
rapid technological advancements in recent years, and the Company expects this trend to continue. The
Company’s success depends to a significant extent upon its ability to obtain and apply new and enhanced
products and services on a cost-effective and timely basis in accordance with industry demands. The
development of equipment and technologies becomes particularly important as the Company expands into
new regions with more challenging working conditions, for example, deep-water. While the Company
commits substantial resources to research and development, the Company may encounter resource
constraints or technical or other difficulties that could delay the introduction or application of new and
enhanced products and services in the future. In particular, there exist certain technological gaps between
products and services the Company can offer and those of the Company’s international competitors. The
Company may not be successful in developing and deploying new technology in a manner that is
commercially viable and those technologies and equipment unique to the Company may not perform as the
Company anticipates. In addition, the continuing development of new equipment or technology may make
the Company’s older equipment or technology obsolete. New and enhanced products and services, if
introduced, may not gain market acceptance and may be adversely affected by technological changes or
products or services introduced by the Company’s competitors. Moreover, some of these technologies are
controlled by the Company’s competitors. These competitors may attempt to restrict the Company’s use of
any technology that they sell or license to the Company. If the Company is unable to develop or acquire
technology that enables it to remain competitive in the markets in which it operates, the Company’s results
of operations and financial condition could be adversely affected.
The Company may encounter unexpected difficulties in implementing its strategy to enter into or continue
to develop offshore oilfield services markets outside China.
The Company has been actively expanding its business to offshore oilfield markets outside the PRC. In
particular, the Company has expanded its business in Southeast Asia, Australia, Middle East, Europe,
Americas and Africa. Many of the Company’s competitors in overseas markets are large multinational
companies that possess significantly greater resources and experience operating in the relevant regions than
the Company does. Moreover, the Company is entering into markets later than some of its competitors,
which may require it to commit substantial capital resources to gain market share. In addition, international
markets involve operating environments different from those in which the Company customarily operates in
offshore China. Therefore, the Company’s experiences which have been proven to be successful in offshore
China may not be applicable to its overseas operations; as a result of which, the Company may need to
–– 16 ––
commit a substantial amount of capital expenditure, which could challenge its ability of continuing to
provide services at low costs. For instance, different from the Company’s operations in offshore China,
where the Company manages to offer IPM business model to CNOOC, the dominant oil and gas company in
offshore China, the Company may have to serve multiple clients for one project, or may only be able to
contract for a portion of a service portfolio for one project in overseas markets. Therefore, the Company’s
cost-saving measures associated with IPM method may not be applicable in its overseas operations.
The success of the Company’s overseas strategy is also subject to risks inherent in international operations,
including, without limitation, instability of foreign economies and political environment, which can cause
investment in projects by the Company’s customers to be withdrawn or delayed, reducing or eliminating the
viability of the Company’s business; boycotts and embargoes that may be imposed by the international
community; requirements of local ownership of operations and requirements to use local suppliers,
subcontractors or employees; risks of war, uprisings, riots, terrorism and civil disturbance, which can make
it unsafe to continue operations, adversely affecting the Company’s budgets and schedules and exposing the
Company to losses; risk of piracy, which may result in the delay or termination of customer contracts in
affected areas; seizure, expropriation or nationalisation of assets or renegotiation or nullification of existing
contracts; foreign exchange restrictions, import/export restrictions, sanctions and other laws and policies
affecting tax, trade and investment; restrictions on currency repatriation or the imposition of new laws or
regulations that preclude or restrict the conversion and free flow of currencies; unfavourable changes in tax
or other laws, including the imposition of new laws or regulations that restrict operations or increase the cost
of operations; delay in the issuance or cancellation of licences or permits; work stoppages; ability to build
customers bases and compete successfully in new markets; availability of suitable personnel and equipment,
which can be affected by government policy, or changes in policy, which limit the importation of qualified
crew members or specialised equipment in areas where local resources are insufficient; and recent
geopolitical tensions. See “Risk Factors – Risks Relating to the Company’s Industry – Economic uncertainty
and the volatility of oil and gas prices could have a material adverse effect on the Company’s financial
condition, results of operations and prospects.”
For instance, local laws or policies may require oil and gas companies to favour companies that are
majority-owned by local nationals. Such laws and policies may cause the Company to rely on joint ventures,
licensing, agency agreements or other business arrangements with local nationals in these countries. In
addition, many overseas governments, including Indonesia, have implemented strict rules requesting the
local suppliers, subcontracts and employees used in projects located in its jurisdiction shall be no less than a
certain percentage. There is no assurance that they will not increase such benchmark percentages. Failure to
meet these requirements could impose severe penalties on the Company. In addition, the Company could
incur capital or operating costs beyond those currently anticipated for the compliance to these laws and
regulations. The adoption of laws and regulations that directly or indirectly curtail exploration by oil and gas
companies could also materially and adversely affect the Company’s operations by reducing the demand for
its products and services.
Furthermore, the Company has operations and assets in various regions, including the North Sea, Southeast
Asia and Middle East. Certain countries in these regions are deemed to exhibit a high degree of political
risk. The Company also faces the risks of kidnapping, damage to property and business interruption caused
by terrorism activities and strikes.
There can be no assurance that the Company will not be subject to material adverse developments with
respect to its operations. In the event of occurrence of any of the circumstances discussed above, the
Company’s overseas expansions or operations, and the Company’s results of operations and financial
condition could be adversely affected.
–– 17 ––
The Company’s businesses are subject to risks related to extreme weather, operational risks and other
hazardous conditions that may not be fully covered by its insurance policies.
The Company’s offshore oilfield services are exposed to extreme weather and other hazardous conditions. In
particular, a substantial portion of the Company’s operations are subject to perils that are customary for
offshore oilfield operations, including capsizing, grounding, collision, interruption and damage or loss from
severe weather conditions, fire, explosions and environmental contamination from spillage. Any of these
risks could result in damage to or destruction of vessels or equipment, personal injury, property damage,
suspension of operations or environmental damage.
In addition, the Company’s operations involve risks of a technical and operational nature due to the complex
systems that the Company utilises. The operational risks that the Company most commonly faces in its
drilling operations include loss or damage to drilling equipment, riser ruptures, spills, fires, explosions,
encountering formations with abnormal pressures, blowouts, cratering and natural disasters. The Company
also faces risks associated with raising and lowering the legs of jack-up rigs, ballasting semi-submersible
drilling rigs and drilling into high-pressure formations. In the Company’s marine support and transportation
operations, the risks the Company most commonly faces include groundings, collision and damage from
severe weather conditions.
Any of these events could result in costly delays or cancellations of operations, serious damage to or
destruction of equipment, personal injury or loss of life, property damage, suspension of operations or
substantial environmental damage through oil spillage or extensive, uncontrolled fires. The Company’s
business could be interrupted and the Company could incur significant liabilities. In addition, many similar
risks may result in curtailment or cancellation of, or delays in, exploration and production activities of the
Company’s customers, which could in turn adversely impact the Company’s operational and financial
condition. The Company’s insurance covers only some of the risks that the Company faces, and may not be
sufficient to cover all of the Company’s potential losses or liabilities. The Company does not maintain
business interruption insurance for any of its business lines.
Moreover, in response to fluctuations in oil and gas prices and decline in the value of the vessels, insurance
rates have been increasing, and some forms of insurance may become entirely unavailable or economically
acceptable. Reductions in coverage, changes in the insurance policies and accidents affecting the Company’s
industry may result in further increases in the Company’s costs and reduced activity levels in certain
markets. Any of these events may have an adverse impact on the Company’s operational results and
financial position. For further information, see “Business of the Group – Insurance”.
The Company has significant carrying amounts of long-lived assets that are subject to impairment testing.
As at 30 June 2025, the carrying amount of the Company’s fixed assets, including property, plant and
equipment was approximately RMB49,671.9 million, representing approximately 59.2% of the Company’s
total assets. In accordance with the applicable accounting rules and the Company’s accounting policies, the
Company reviews its fixed assets for impairment when changes in circumstances indicate that the carrying
amounts of these assets may not be recoverable. For the years ended 31 December 2022, 2023, 2024 and for
the six months ended 30 June 2024 and 2025, the Company recorded an impairment of fixed assets of
RMB30.2 million, nil, nil, nil and RMB82.0 million, respectively. There is no assurance that further
impairment losses will not be recorded.
In addition, the Company’s industry has historically been cyclical and is impacted by oil and gas price levels
and volatility. There have been periods of high demand, short rig supply and high day rates, followed by
periods of low demand, excess rig supply and low day rates. Changes in commodity prices can have a
dramatic effect on rig demand, and periods of excess rig supply intensify the competition in the industry and
often result in rigs being idle for long periods of time. The Company has previously experienced weakness
–– 18 ––
in market demand for the Company’s products and services as a result of the global economic recession.
Additionally, political uncertainties may develop in jurisdictions in which the Company operates and may
cause it to suspend and/or exit its operations in such jurisdictions. Furthermore, the Company may be subject
to greater risks of underutilisation of its assets in its overseas operations, given that the consumption patterns
of the Company’s various international customers may be less predictable and more difficult to coordinate.
The substantially greater competition in the overseas markets also makes it difficult for the Company to
develop and retain its client bases. There can be no assurance that the Company will not, in the future, idle
or suspend additional rigs or enter into contracts with lower day rates in response to unfavourable political
or market conditions.
During prior periods of high utilisation and day rates, industry participants have increased the supply of rigs
and other equipment by ordering the construction of new units. This has typically resulted in an oversupply
of drilling units and has caused a subsequent decline in utilisation and day rates, sometimes for extended
periods of time. There are numerous high specification rigs and jack-ups under contract for construction.
The entry into service of these new units will increase supply and could curtail a strengthening or trigger a
reduction in day rates as these rigs are absorbed into the active fleet. Any further increase in construction of
new drilling units and other equipment would likely exacerbate the negative impact on utilisation and day
rates. Lower utilisation and day rates could adversely affect the Company’s revenues and profitability.
Prolonged periods of low utilisation and day rates could also result in the recognition of impairment charges
on certain classes of the Company’s drilling rigs, if future cash flow estimates, based upon information
available to management at the time, indicate that the carrying values of these rigs or other intangible assets
may not be recoverable.
The Company has a substantial amount of debt, and cannot guarantee that it will be able to obtain future
financing.
As at 30 June 2025, the Company’s total liabilities was RMB38,545.0 million and for the six months ended
RMB7,108.0 million. The Company’s indebtedness primarily consists of borrowings, domestic RMB
denominated corporate bonds issued by the Company and U.S. dollar denominated senior unsecured bonds
issued by the Company’s subsidiaries. For details, see “Capitalisation and Indebtedness”. The substantial
level of the Company’s indebtedness could have significant adverse effects on the Company’s results of
operations, financial conditions and future prospects, including the following:
• the Company may not be able to obtain financing in the future for working capital, capital
expenditures, acquisitions, debt service requirements or other purposes;
• the Company may not be able to use operating cash flow in other areas of its business because it must
dedicate a substantial portion of these funds to service the debt;
• the Company could become more vulnerable to general adverse economic and industry conditions,
including increases in interest rates, particularly given its substantial indebtedness, some of which
bears interest at variable rates;
• the Company may not be able to meet financial ratios or satisfy certain other conditions included in
its bank credit agreements due to market conditions or other events beyond its control, which could
result in the Company’s inability to meet requirements for borrowings under its facility agreements or
a default under these agreements and trigger cross default provisions in the Company’s other debt
instruments;
–– 19 ––
• less levered competitors could have a competitive advantage because they have lower debt service
requirements; and
• the Company may be less able to take advantage of significant business opportunities and to react to
changes in market or industry conditions than its competitors.
The Company’s operations are subject to seasonal variations.
The Company’s oilfield services are affected by seasonal variations. In particular, as for China offshore
operations, winter weather frequently limits the Company’s operations in parts of the Bohai Bay from
around October to March. In addition, the Company’s activities are occasionally affected by typhoons from
around June to November. Similarly, for the Company’s operations overseas, the convective weather at the
Indonesia Sea may at times impact the Company’s operations in that area. From time to time, hurricanes,
typhoons and severe weather impact the Company’s operations. These storms and associated threats reduce
the number of days on which the Company and its customers operate, which results in lower revenues than
the Company otherwise would have achieved. The Company cannot predict the impact of seasonal variations
on its operating results in any given year. Such impact could be material on the Company’s financial
condition, results of operations and prospects.
Potential investors should not place undue reliance on the Company’s unaudited and unreviewed
financial information or the discussion of material financial trends in relation to the Company’s
unaudited and unreviewed financial information as at and for the nine months ended 30 September 2025.
This Offering Circular contains certain discussion of material financial trends as at and for the nine months
ended 30 September 2025. Such unaudited and unreviewed financial information as at and for the nine
months ended 30 September 2025 is not included in, and does not form part of, this Offering Circular.
The unaudited and unreviewed financial information as at and for the nine months ended 30 September 2025
has not been audited or reviewed by Ernst & Young. Such financial information and the discussion of
material financial trends in relation to such financial information should not be relied upon by investors to
provide the same quality of information associated with information that has been subject to an audit or
review. Potential investors must exercise caution when considering such material financial trends and
evaluating the Company’s financial condition and results of operations.
The Company’s acquisition activities expose it to various risks.
As part of its business strategy, the Company has pursued and may continue to pursue acquisitions of
complementary assets and businesses. There can be no assurance that the Company will be able to identify
additional suitable acquisition opportunities, negotiate acceptable terms or successfully acquire identified targets.
The Company’s acquisition strategy involves inherent risks, including:
• unanticipated costs and assumption of liabilities and exposure to unforeseen liabilities of acquired
businesses, including but not limited to environmental liabilities;
• difficulties in integrating the operations and assets of the acquired business and the acquired
personnel;
• limitations on the Company’s ability to properly assess and maintain an effective internal control
environment over an acquired business in order to comply with applicable periodic reporting
requirements;
–– 20 ––
• potential losses of key employees and customers of the acquired businesses;
• risks of entering markets in which the Company has limited prior experience; and increases in the
Company’s expenses and working capital requirements.
The process of integrating an acquired business may involve unforeseen costs and delays or other
operational, technical and financial difficulties that may require a disproportionate amount of management
attention and financial and other resources. The Company’s failure to achieve consolidation savings, realise
the expected synergy effect, successfully incorporate the acquired businesses and assets into the Company’s
existing operations or minimise any unforeseen operational difficulties could have a material adverse effect
on the Company’s financial condition and results of operations.
In addition, the Company may not have sufficient capital resources to complete additional acquisitions in the
future. The Company may incur substantial additional indebtedness to finance future acquisitions and also
may issue equity securities or debt securities in connection with such acquisitions. Debt service requirements
could represent a significant burden on the Company’s results of operations and financial condition and the
incurrence of additional debt may impact the Company’s ability to repay the Company’s existing
Noteholders. Furthermore, the Company may not be able to obtain additional financing on satisfactory
terms.
Violations of anti-fraud, anti-corruption and corporate governance laws may expose the Company to
various risks.
Laws and regulations of the host countries or regions in which the Company operates, such as laws on anti-
corruption, anti-fraud and corporate governance, are constantly changing and becoming more
comprehensive, especially in the United States, the United Kingdom, Canada, Australia and China. The
compliance with these laws and regulations may increase the Company’s cost. If the Company, the
Company’s directors, executives or employees fail to comply with any of such laws and regulations, it may
expose the Company to prosecution or punishment, damage to the Company’s reputation and image, and the
Company’s ability to obtain new resources and/or access to the capital markets, and it may even expose the
Company to civil or criminal liabilities.
Potential changes in the U.S. sanctions regime could result in negative media and investor attention and
possible sanctions imposed on the Company due to the Company’s or its affiliates’ activities in certain
countries or regions, which could materially and adversely affect the Company’s financial condition and
results of operations.
Different levels of the U.S. government impose economic sanctions of varying severity against certain
geographical areas and their populations or against designated governments, organisations, individuals and
entities wherever located. The Company currently does not carry out any sanctioned activities in the
countries that are the subject of comprehensive U.S. sanctions. It is possible that the operation or business of
the Company or its affiliates or counterparties or the countries or regions in which the Company or its
affiliates or counterparties have operations or business could become the subject of such U.S. sanctions in
the future due to changes in the U.S. sanctions regime or the Company’s future business activities. Please
see “Risk Factors – Risks Relating to the Company’s Business – Certain affiliates of the Company have
been included on lists maintained by U.S. authorities, some of which the Company has ongoing dealings
with.” The Company could be prohibited from engaging in business activities in the United States or with
U.S. individuals or entities, or become subject to sanctions or enforcement actions. The Company may also
be subject to negative media or investor attention, which may distract management, consume internal
resources and affect investors’ perception of the Company and investment in the Company.
–– 21 ––
Unexpected cost overruns and delays on the Company’s turnkey projects could adversely affect the
Company’s financial condition and results of operations.
The Company has historically derived a portion of its revenues from turnkey contracts, where the
Company’s work is delivered at a predetermined fixed price. While most of the Company’s contracts are
fixed rate contracts, the Company expects turnkey contracts will continue to represent a component of its
future revenues. In submitting a bid on a turnkey contract, the Company estimates its costs associated with
the project. For example, under a typical turnkey drilling contract, the Company agrees to drill a well for its
customer to a specified depth and under certain conditions for a fixed price. However, the Company’s actual
costs can vary from its estimated costs because of changes in assumed operating conditions, exchange rates
and equipment productivity, among others. In addition, the Company may bid too low as a result of market
pricing pressure. As a result, the Company may experience reduced profitability or losses on projects if its
bids on turnkey contracts are too low and/or actual costs exceed estimated costs. Moreover, unexpected
changes in weather, interference from other vessels and other operating disturbances could also give rise to
delays, which could adversely affect the Company’s financial condition and results of operations.
Although the Company attempts to obtain insurance coverage to reduce certain risks inherent in the
Company’s turnkey projects, adequate coverage may be unavailable and the Company might have to bear
certain risks, which could have an adverse effect on the Company’s financial condition and results of
operations.
Customer credit risks could result in losses.
The concentration of the Company’s customers may expose the Company to credit risks of its customers
who may be affected by the prolonged economic downturn. The Company is also exposed to credit risks of
its customers that are small and medium-size oil companies. Many of the Company’s customers source a
substantial portion of their revenue from the sale of oil or gas, which would be negatively impacted by a
drop in commodity prices or during an economic recession. Further, laws and turbulence in some
jurisdictions in which the Company operates could make collection from relevant clients difficult or time
consuming. The Company performs ongoing credit evaluations of its customers and does not generally
require collateral to support its trade receivables. While the Company maintains reserves for potential credit
losses, there can be no assurance that such reserves will be sufficient to meet write-offs of uncollectible
receivables or that the Company’s losses from such receivables will be consistent with its expectations.
The Company could be adversely affected if shortages of equipment or supplies occur.
From time to time, there have been shortages of oilfield services equipment and supplies during periods of
high demand. Shortages could result in increased prices for oilfield services equipment or supplies that the
Company may not be able to pass on to customers. In addition, during periods of shortages, the delivery
times for relevant equipment and supplies can be substantially longer. Any significant delays in the
Company obtaining oilfield services equipment or supplies could limit the Company’s operations and
jeopardise its relationship with customers. In addition, shortages of oilfield services equipment and supplies
could delay and adversely affect the Company’s ability to obtain new contracts, which could have adverse
effect on its financial condition and results of operations.
Actions of and disputes with the Company’s joint venture partners could have a material adverse effect on
the business of the Company’s joint ventures.
The Company conducts some operations through joint ventures, where control may be shared with
unaffiliated third parties. As with any joint venture arrangements, differences in views among the joint
venture participants may result in delayed decisions or failure to reach an agreement on major issues.
–– 22 ––
The Company also cannot control the actions of its joint venture partners, including any defaults, or
bankruptcies of its joint venture partners. These factors could have a material adverse effect on the business
and results of operations of the Company’s joint ventures and, in turn, the Company’s own business and
consolidated results of operations.
The Company is dependent upon subcontractors and other third parties for various services and products
in its business.
The Company subcontracts portions of its oilfield services to independent third-party subcontractors to meet
the needs of the Company’s clients. In particular, if the Company requires extra manpower due to a shortage
of labour, or in order to accelerate the progress of work, it may need to subcontract labour services, hire
short-term temporary workers, or engage independent third-party subcontractors. The Company also relies
on third-party manufacturers or other service providers for well services and marine support services.
Outsourcing to subcontractors and other third parties supplements the Company’s capacity, reduces the
Company’s need to employ a large workforce, including skilled and semi-skilled labour in different
specialised areas, and increases the Company’s flexibility and cost effectiveness in carrying out the
Company’s contracts. The Company has established a system with respect to the selection and control of
subcontractors in its offshore oilfield services business, which involves, among others, maintaining a
regularly updated list of qualified subcontractors and entering into agreements with them to set forth each
party’s rights and obligations. Nevertheless, the Company may not be able to monitor the performance of
these subcontractors and other third parties as directly and efficiently as the Company’s own staff. In
addition, qualified subcontractors and other third parties may not always be readily available when the
Company’s needs for outsourcing arise. If the Company is unable to hire qualified subcontractors and other
third parties, its ability to complete projects or other contracts could be impaired. If the amounts that the
Company is required to pay to subcontractors and other third parties exceed what the Company has
estimated, especially in the case of contracts with a pre-agreed price, the Company may suffer losses on
those contracts. Outsourcing also exposes the Company to risks associated with non-performance, delayed
performance or substandard performance by subcontractors or other third parties. As a result, the Company
may experience deterioration in the quality or late delivery of its services, incur additional costs due to
delays or higher prices in sourcing the services, equipment or supplies, or be subject to liability under the
relevant contract for the non-performance, delayed performance or substandard performance of the
Company’s subcontractors or other third parties. Such events could have a material and adverse impact upon
the Company’s profitability, financial performance and reputation, and may result in litigation or damage
claims against the Company.
The Company’s operating and maintenance costs may not fluctuate in proportion to changes in operating
revenues.
The Company’s operating and maintenance costs may not necessarily fluctuate in proportion to changes in
operating revenues. The Company’s operating revenues may fluctuate as a function of changes in day rates.
However, costs for operating a rig, as well as other fixed costs, including depreciation and maintenance
expenses associated with the Company’s rigs, well work-over system, and fleet, are generally fixed or only
semi-variable regardless of the day rates being earned.
Extended periods of significant unanticipated downtime or low productivity caused by reduced demand,
weather interruptions, equipment failures, permit delays or other causes could reduce the Company’s
profitability and have a material adverse effect on the Company’s financial condition and results of
operations because the Company will not be able to reduce its operating and maintenance costs in a short
period of time. For instance, should the Company’s rigs incur idle time between contracts, the Company
typically will not reduce the staff on those rigs because the Company will use the crew to prepare the rig for
its next contract. During times of reduced activity, reductions in costs may not be immediate as portions of
the crew may be required to prepare rigs for stacking, after which time the crew members are assigned to
–– 23 ––
active rigs or dismissed. In addition, as the Company’s rigs are mobilised from one geographic location to
another, the labour and other operating and maintenance costs can vary significantly. In general, labour costs
might increase primarily due to higher salary levels and inflation. Labour cost increases in China have been
and will probably continue to exert upwards pressures on the Company’s operating costs. In addition, as the
Company moves into the more competitive international arena, the competition for qualified talents will be
more intense, which will further drive up the Company’s staff costs. Equipment maintenance expenses
fluctuate depending upon the type of activity the unit is performing and the age and condition of the
equipment. Contract preparation expenses vary based on the scope and length of contract preparation
required and the duration of the firm contractual period over which such expenditures are amortised.
The Company may be subject to legal or regulatory proceedings.
The Company may be involved, from time to time, in legal or regulatory proceedings arising in the ordinary
course of its operations. Litigation arising from any failure, injury or damage from the Company’s
operations may result in the relevant member of the Company being named as defendant in lawsuits
asserting large claims against such member of the Company or subject such member of the Company to
significant regulatory penalties. It may be difficult to assess or quantify these risks, and their existence and
magnitude often remain unknown for a substantial period of time. Actions brought against the Company may
result in settlements, injunctions, fines, penalties or other sanctions adverse to the Company’s reputation,
financial condition and results of operations. Even if the Company is successful in defending against these
actions, the costs associated with the Company’s defence may be significant. A significant judgment,
arbitration award or regulatory action against the Company, or a disruption in the Company’s business
arising from adverse adjudications in proceedings against the Company’s director(s), senior management or
key employees, would materially and adversely affect the Company’s liquidity, business, financial condition,
reputation, results of operations and prospects.
In addition, the Company may have disagreements with regulatory bodies in the course of its operations,
which may subject it to administrative proceedings and unfavourable decrees that result in liabilities. Also,
in the event that the Company makes any other investments or acquisitions in the future, there can be no
assurance that the Company would not have any exposure to any litigation or arbitration proceedings or
other liabilities relating to the acquired businesses or entities. See “Business of the Group – Legal
Proceedings” for further information.
The Company’s results of operations may be affected by currency fluctuations.
The Company is subject to foreign currency exchange rate risk on cash flows related to sales, expenses,
financing, and investment transactions in currencies other than RMB. The Company predominantly sells its
products and services in RMB, but to a less extent, the Company also realises revenue based on other
currencies. While the majority of the Company’s operating expenses are incurred in RMB, the significant
portion of its operating expenses for overseas operations is incurred in U.S. dollars, Indonesian rupiah and
Norway Kroner. A portion of the Company’s RMB revenues must be converted into other currencies to meet
the Company’s foreign currency obligations. The existing foreign exchange limitations under the PRC laws
and regulations could affect the Company’s ability to obtain foreign currency through debt financing or to
obtain foreign currency for capital expenditures.
On 21 July 2005, the PRC government reformed its exchange rate regime by adopting a managed floating
exchange rate regime based on market supply and demand. Under this regime, the Renminbi is no longer
pegged to the U.S. dollar but is permitted to fluctuate within a narrow and managed band with reference to a
portfolio of currencies. On 11 August 2015, the PBOC adjusted the mechanism for market makers to form
the central parity rate by requiring them to consider the closing exchange rate of the last trading date, the
supply and demand of foreign exchange and the change of rate of the primary international currencies. For
three consecutive days commencing 11 August 2015, PBOC devalued the Renminbi against the U.S. dollar,
–– 24 ––
leading to declines in the value of the Renminbi versus the U.S. dollars of up to 2.8% in currency markets,
which was also the largest single-day drop in the value of the Renminbi since 1994. On 11 December 2015,
the China Foreign Exchange Trade System (the “CFETS”), a sub-institutional organisation of PBOC,
published the CFETS Renminbi exchange rate index for the first time which weighs the Renminbi based on
Throughout 2016, the Renminbi experienced further fluctuation in value against the U.S. dollar. Following
the gradual appreciation of Renminbi in 2017, Renminbi experienced a depreciation in value against U.S.
dollar following a fluctuation in 2018 and 2019. On 5 August 2019, the PBOC set the Renminbi’s daily
reference rate above 7 per U.S. dollar for the first time in over a decade amidst an uncertain trade and global
economic climate. Since June 2020, Renminbi has been experiencing another round of appreciation against
U.S. dollar. However, as at 31 August 2023, the Renminbi was around 4.2 per cent. weaker against the U.S.
dollar than it was a year ago. By the end of 2024, Renminbi has been experiencing depreciation against U.S.
dollar, and China is contending with a weakening Renminbi in anticipation of U.S. president Donald Trump
following through with his tariff threats. The CNY/USD exchange rate is expected to face depreciation
pressure in 2025. With an increased floating range of the Renminbi’s value against foreign currencies and a
more market oriented mechanism for determining the mid-point exchange rates, the Renminbi may further
appreciate or depreciate significantly in value against the U.S. dollar or other foreign currencies in the long-
term. There remains significant international pressure on the PRC government to adopt a more flexible
currency policy, which could result in further and more significant appreciation of the Renminbi against the
U.S. dollar. The Company cannot provide any assurance that the Renminbi will not experience significant
appreciation against the U.S. dollar in the future. Any significant decrease in the value of the Renminbi
against foreign currencies could increase the value of the Company’s foreign currency-denominated
expenses and liabilities.
The PRC government may adopt further reforms of its exchange rate system, including making the
Renminbi freely convertible in the future. If such reforms were implemented and resulted in devaluation of
the Renminbi against the U.S. dollar, the Company’s financial condition and results of operations could be
adversely affected because of the Company’s U.S. dollar denominated indebtedness and other obligations.
Such a devaluation could also adversely affect the value, translated or converted into U.S. dollars or
otherwise, of the Company’s earnings and the Company’s ability to satisfy the Company’s obligations under
the indebtedness denominated in foreign currencies.
In addition, the Company has not entered into any hedging transactions in anticipation of reducing its
exposure to foreign currency risk. The Company cannot predict the effect of future exchange rate
fluctuations on its operating results.
The Company is a multinational organisation subject to taxation in many jurisdictions.
As a multinational organisation, the Company is subject to taxation in many jurisdictions around the world
with increasingly complex tax laws. The amount of taxes the Company pays in these jurisdictions could
increase substantially as a result of changes in these laws or their interpretations by the relevant tax
authorities, which could have a material adverse effect on the Company’s liquidity and results of operations.
In addition, those authorities could review the Company’s tax returns and impose additional taxes and
penalties, which could be material. There may be in the future claims from tax authorities for unpaid tax
amounts as well additional tax issues that the Company is currently not aware of. In addition, the Company
enjoyed a preferential income tax rate of 15% in China as the Company was certified as a new and high
technology enterprise. Taxes in relation to the Company’s drilling activities in certain jurisdictions are
currently borne by the Company’s customers pursuant to the Company’s drilling contracts with them. The
Company’s operations in certain other jurisdictions are not subject to any income tax pursuant to the local
applicable laws. Any change in, or termination of, the preferential tax treatment and the tax arrangements
may result in a significant increase in the Company’s tax liability, which would have a material adverse
effect on the Company’s business, results of operations and financial condition.
–– 25 ––
The Company relies on qualified personnel and experienced senior management.
To a significant extent, the Company’s success is built upon the technical expertise and in-depth knowledge
of the oilfield services operations possessed by the Company’s management and certain other key personnel.
The Company’s future growth and success will depend to a large extent on the Company’s ability to recruit
and retain qualified individuals to strengthen the Company’s management, operation and research teams.
The high-end jack-up and semi-submersible drilling rigs the Company owns require skilful technicians to operate,
and the Company’s international operations require experienced executives to manage. Due to the intensive
competition for highly skilled workers and experienced senior management, the Company may face
difficulties recruiting experienced and skilled personnel. Accordingly, if any of the Company’s management or
key personnel ceases to be involved in the Company’s operations, or if any of them fail to observe and perform
their obligations under their respective service agreements, the implementation of the Company’s business
strategies may be affected, which could lead to a material adverse impact on the Company’s operations. In
addition, a general shortage of qualified personnel and generally higher compensation offered by
international firms in the Company’s markets may also require the Company to raise employee salaries
and benefits, which could affect the Company’s profitability.
The Company is dependent on the supply of qualified labour, including foreign labour, and the Company
may face labour shortages. In addition, the Company’s profitability and prospects may be affected by the
increase in labour costs.
The Company is dependent on the availability of labour, including foreign labour. The Company’s
businesses are labour intensive and the Company may experience difficulty in attracting/obtaining and
retaining sufficient numbers of employees to work in the Company’s offshore oilfield services bases. As at
the total workforce overseas, 819 are sent from the PRC, representing approximately 29% of the Company’s
total workforce overseas. The Company’s employees are employed on a contractual basis.
Any change in government policies which imposes additional conditions for the entry of foreign labour
(including labour from the PRC) to countries in which the Company operates will decrease the number of
labour available for employment by the Company and this may affect the Company’s businesses and
operations. There is also no assurance that the cost of labour, whether local or foreign, will not increase or
that the Company will be able to offset such increase in labour cost against corresponding increase in the
prices of the Company’s products and services. If the Company is unable to pass on increasing labour costs
to its customers, the Company’s profitability, financial condition and results of operations may be adversely
affected.
The Company’s contracts may be suspended or terminated due to a number of events.
Certain of the Company’s contracts with customers may be suspended or cancelled at the option of the
relevant customers upon payment of a discounted operation rate or an early termination fee. Such payments
may not, however, fully compensate the Company for the suspension or loss of the contract. In particular,
the Company’s drilling contracts customarily provide for either automatic termination or termination at the
option of the relevant customer, typically without the payment of any termination fee, under certain
circumstances such as the Company’s non-performance, as a result of downtime or impaired performance
caused by equipment or operational issues, or sustained periods of downtime due to force majeure events.
Many of these events are beyond the Company’s control.
During periods of depressed market conditions, the Company is subject to an increased risk of its customers
seeking to suspend or repudiate their contracts, including through claims of non-performance. The
Company’s customers’ ability to perform their obligations under their contracts with the Company may also
be negatively impacted by the economic downturn. If the Company’s customers cancel some of the
–– 26 ––
Company’s contracts, and the Company is unable to secure new contracts on a timely basis and on
substantially similar terms, or if contracts are suspended for an extended period of time or if a number of the
Company’s contracts are renegotiated, it could adversely affect the Company’s financial position, results of
operations or cash flows.
As the Company’s controlling shareholder, CNOOC will continue to have substantial influence over the
Company.
As at 30 June 2025, CNOOC was the Company’s controlling shareholder and beneficially owned
approximately 50.86% of the Company’s issued share capital. As a result, CNOOC is in a position to
influence the Company’s policies and affairs, and to influence the outcome of corporate actions requiring
shareholder approval. If CNOOC takes action that favours its interests over the Company’s, the Company’s
results of operations and financial position may be adversely affected. Subject to the relevant provisions of
the Company’s Articles of Association as well as the PRC Company Law and the Listing Rules, CNOOC
may seek to influence the Company’s dividend pay-outs. Any increase in dividend distribution as a result of
this pressure could reduce funds available to the Company for reinvestment purposes and adversely affect
the Company’s results of operations and financial condition.
Risks Relating to the PRC
PRC economic, political and social conditions, as well as governmental policies, could affect the
Company’s business and prospects.
The Company derives a substantial portion of its revenue from its sales in the PRC where the Company has
a leading market position in the oilfield services industry. Accordingly, the Company’s business activities,
financial condition, results of operations and prospects are, to a significant degree, subject to the economic,
political and legal developments in China. The PRC economy differs from the economies of most developed
countries in many aspects, including:
• the amount and degree of the PRC government involvement;
• growth rate and degree of development;
• uniformity in the implementation and enforcement of laws;
• content of and control over capital investment;
• control of foreign exchange; and
• allocation of resources.
The PRC economy has been transitioning from a centrally planned economy to a more market oriented
economy. For approximately three decades, the PRC government has implemented economic reform
measures to utilise market forces in the development of the PRC economy. In addition, the PRC government
continues to play a significant role in regulating industries and the economy through policy measures.
The PRC economy is also exposed to material changes in global economic and political environments as
well as the performance of certain major developed economies in the world, such as the United States. In
addition, China’s economic growth may slow down due to weakened exports as well as recent developments
surrounding the trade tensions between China and the United States. In 2018 and 2019, the U.S. government,
under the administration of President Donald J. Trump, imposed several rounds of tariffs on Chinese
products. In retaliation, the Chinese government responded with tariffs on U.S. products. Political tensions
–– 27 ––
between the U.S. and China have further escalated due to, among other things, trade disputes, and various
restrictions related to the Chinese semiconductor industry imposed by the U.S. government. Furthermore, in
September 2024, the United States implemented tariff increases on certain goods and technologies imported
from China, including electric vehicles, chips, battery technologies, solar panels, certain medical equipment
and other goods. In addition, on 1 February 2025, President Trump issued an executive order imposing a
China to 20%. More recently, on 2 April 2025, President Trump imposed an additional 34% tariff on all
imports from China, which was subsequently increased to 125% on 9 April 2025. On 12 May 2025, the
United States and China agreed to drastically roll back tariffs on each other’s goods for an initial 90-day
period. On 12 August 2025, the United States and China further agreed to extend the tariff truce for another
competitive advantages. These policies have adversely affected the global economy and financial markets,
such as significant declines in the global stock markets. Although there have been positive signs of progress
on trade negotiations, the roadmap to the comprehensive resolution remains unclear, and the lasting impact
such trade disputes may have on China’s economy and the PRC oil and gas industry remains uncertain. Any
severe or prolonged slowdown or instability in the global or China’s economy may materially and adversely
affect our business, financial condition and results of operations.
The Company cannot predict whether changes in PRC economic, political or social conditions and in PRC
laws, regulations and policies will have any adverse effect on the Company’s current or future business,
financial condition or results of operations.
The national and regional economies may be adversely affected by natural disasters, epidemics, acts of
war and political unrest, which are beyond the Company’s control and which may cause damage, loss or
disruption to Company’s business.
Natural disasters, epidemics, acts of war and political unrest, which are beyond the Company’s control, may
materially and adversely affect the economy of the regions in which we operate. Some areas in which we
operate are under the threat of cyclones, earthquakes, ice storms, floods, sandstorms, droughts or other
natural disasters. For instance, in May 2008, April 2010 and April 2013, high magnitude earthquakes
occurred in the Sichuan Province and the Qinghai Province.
These disasters may cause significant casualties and loss of properties and any of the Company’s operations
in the affected areas could be adversely affected. If similar or other inclement weather or climatic conditions
or natural disasters occur, the Company’s operations may be hampered, which could adversely impact the
Company’s business, results of operations and financial condition. In addition, certain areas in which we
operate are susceptible to epidemics such as SARS, H5N1 flu, H7N9 flu, H1N1 flu, or COVID-2019.
A recurrence of SARS or an outbreak of H5N1 flu, H7N9 flu, H1N1 flu, COVID-2019 or any other
epidemics could result in material disruptions to the Company’s operations, which in turn may materially
and adversely affect the Company’s business, prospects, financial condition and results of operations.
Political unrest, acts of war and terrorism may also disrupt the Company’s business and markets, injure the
Company’s employees, cause loss of lives or damage the Company’s properties, any of which could
negatively impact Company’s sales, costs, overall financial condition and results of operations.
The outlook for the world economy and financial markets remains uncertain. In Europe, several countries are
facing difficulties in refinancing sovereign debt. In the United States, the unemployment rate remains
relatively high. In Asia and other emerging markets, some countries are expecting increasing inflationary
pressure as a consequence of liberal monetary policy or excessive foreign fund inflow and outflow, or both.
In Middle East, Eastern Europe and Africa, political unrest in various countries has resulted in economic
instability and uncertainty. Since 2023 in particular, there has been significant uncertainty in the global
markets due to, inter alia, geopolitical tensions, such as the Russian-Ukraine conflict (and the related
–– 28 ––
sanctions and countersanctions), which have resulted in high inflation, rising interest rates and high foreign
exchange rate volatility, as well as caused disruptions in global supply chains. In addition, the recent
escalation in the ongoing Israeli-Hamas and Israeli-Iranian conflicts have resulted in an increase in
geopolitical tensions in the region and may have far reaching effects on the global economy, currency
exchange rates and regional economies. The long-term impacts of such geopolitical tensions on the global
economy are still unclear.
The potential for wars or terrorist attacks may also cause uncertainty and cause the Company’s business to
suffer in ways that the Company cannot predict. The Company’s business, prospects, financial condition and
results of operations may as a result be materially and adversely affected.
Changes in PRC laws and regulations could have an adverse effect on the Company’s operations.
The Company’s operations and assets are mainly in the PRC. The Company is subject to various PRC
national and local laws and regulations in the areas in which the Company operates, including exploring,
developing, producing, pricing, taxing, importing, exporting and allocating various resources. The Company
has benefited from various favourable PRC government policies, laws and regulations that have been
enacted to encourage the development of the offshore oilfield services industry. The Company cannot
guarantee that the legal and fiscal regimes affecting its businesses will remain substantially unchanged or
that the Company will continue to benefit from favourable PRC government policies.
Interpretation of PRC laws and regulations involves uncertainty and the current legal environment in
China could limit the legal protections available to any investor.
The PRC legal system is a civil law system based on written statutes, and prior court decisions have limited
precedential value and can only be used as a reference. Additionally, PRC written laws are often principle-
oriented and require detailed interpretations by the enforcement bodies to further apply and enforce such
laws. Since 1979, the PRC legislature has promulgated laws and regulations in relation to economic matters
such as the issuance and trading of securities, shareholder rights, foreign investment, corporate organisation
and governance, commercial transactions, taxation and trade, with a view to developing a comprehensive
system of commercial law, including laws relating to property ownership and development. However,
because these laws and regulations continue to evolve, and because of the limited volume of published cases
and the non-binding nature of prior court decisions, interpretation of PRC laws and regulations involves a
degree of uncertainty and the legal protection available to any investor may be limited. As PRC
administrative and court authorities have significant discretion in interpreting and implementing statutory
and contractual terms, it may be more difficult to evaluate the outcomes of administrative and court
proceedings and the level of legal protection the Company enjoys than in the legal system of certain
countries. The Company cannot predict the effect of future developments in the PRC legal system, including
the promulgation of new laws, changes to existing laws or the interpretation and enforcement thereof, and
the pre-emption of local regulations by national laws. In addition, any litigation in China may be protracted
and result in substantial costs and diversion of resources and management attention. All these uncertainties
may cause difficulties in the enforcement of the Company’s legal rights, entitlements under the Company’s
permits and other statutory and contractual rights and interests.
The Company cannot guarantee the accuracy of facts, forecasts and other statistics with respect to China,
the PRC economy and certain industries in the PRC contained in this Offering Circular.
Facts, forecasts and other statistics in this Offering Circular relating to China, the PRC economy and the
industries in the PRC have been derived from various official or other publications available in China and
may not be consistent with other information compiled within or outside China. However, the Company
cannot guarantee the quality or reliability of such source materials. They have not been prepared or
independently verified by the Company, the Initial Purchasers, the Trustee, the Agents or any of the
–– 29 ––
Company’s or their affiliates or advisors (including legal advisors), or other participants in this offering and,
therefore, the Company makes no representation as to the accuracy of such facts, forecasts and statistics.
Due to possibly flawed or ineffective collection methods or discrepancies between published information
and market practise, these facts, forecasts and statistics in this Offering Circular may be inaccurate or may
not be comparable to facts, forecasts and statistics produced with respect to other economies. Further, there
can be no assurance that these facts, forecasts and statistics are stated or compiled on the same basis or with
the same degree of accuracy as in other jurisdictions. Therefore, any prospective investor should not unduly
rely upon the facts, forecasts and statistics with respect to China, the PRC economy and the industries in the
PRC contained in this Offering Circular.
Government regulation of currency conversion may adversely affect the Company’s operations and
financial condition.
A portion of the Company’s RMB revenue may need to be converted into other currencies by the Company
to meet its substantial requirements for foreign currencies, including debt service on foreign currency
denominated debt, overseas acquisitions of oil and gas properties, purchases of imported equipment, and
payment of dividends declared in respect of shares held by international investors.
Foreign exchange transactions under the capital account, including principal payments with respect to
foreign currency denominated obligations, are subject to the approval and/or registration requirements of the
SAFE. If SAFE does not approve and/or register the Company’s foreign exchange transactions when needed,
or if the government regulation of currency conversion becomes more restrictive, the Company’s business
operation may be adversely affected.
Risks relating to the Notes and the Guarantee
Any failure to complete the relevant filings under the NDRC Measures or with the SAFE within the
prescribed time frame following the completion of the issuance of the Notes may have adverse
consequences for the Issuer and/or the investors of the Notes.
The NDRC issued the NDRC Measures on 5 January 2023, which came into effect on 10 February 2023.
According to the NDRC Measures, domestic enterprises and their overseas controlled entities shall procure
the registration of any medium or long-term foreign debt securities with a maturity of more than one year
issued outside the PRC with the NDRC prior to the issue of the securities and notify the particulars of the
relevant issues within the relevant prescribed timeframe after the completion of the issue of the securities
(the “NDRC Post-issue Filing”). The Company has obtained the NDRC pre-issuance registration certificate
on 2 February 2026. The Guarantor will be required to complete the NDRC Post-issue Filing within the
prescribed time period after the Issue Date according to NDRC Measures and shall comply with regulations
regarding risk management and interim and ex-post supervision of the NDRC Administrative Measures and
any other rules and regulations promulgated by the NDRC in relation with the supervision and management
of foreign debt from time to time. For any enterprise failing to comply with post-issue filing requirements
under the NDRC Measures, the NDRC will order such enterprise to take rectification actions within a
prescribed time limit; and if the circumstances are severe or the enterprise fails to take rectification action
within the prescribed time limit, give a warning to the relevant enterprise and its principal liable person.
Furthermore, conducts in violation of the NDRC Measures committed by enterprises will be publicised on,
among others, the Credit China (信用中國 ) website and the National Enterprise Credit Information Publicity
System ( 國家企業信用信息公示系統).
The Guarantor is also required to file with SAFE, in accordance with, and within the time period prescribed
by, the Cross-border Security Registration. Such non-compliance with the post-issuance filing notification
requirement under the NDRC Measures and/or the SAFE filing may result in it being unlawful for the Issuer
and the Company to perform or comply with any of their respective obligations under the Notes and the
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Guarantee and the Notes might be subject to acceleration as provided in Condition 9 (Events of Default) of
the Terms and Conditions of the Notes. Further, Non- compliance with the Cross-border Security
Registration may subject the Guarantor to administrative penalties under PRC law. Potential investors of the
Notes are advised to exercise due caution when making their investment decisions.
Following the occurrence of a No Registration Event (as defined in the Trust Deed), the Noteholder of any
Note will have the right, at such Noteholder’s option, to require the Issuer to redeem all, but not part, of that
Noteholder’s Notes on the redemption date at their principal amount, together with interest (if any) accrued
to, but excluding, the redemption date. If such an event were to occur, the Issuer or the Company may not
have sufficient cash in hand and may not be able to arrange financing to redeem the Notes in time, or on
acceptable terms, or at all. There is also no assurance that the Issuer or the Company would have sufficient
liquidity at such time to make the required redemption of the Notes. The ability to redeem the Notes in such
event may also be limited by the terms of other debt instruments. The Issuer’s or our failure to repay,
repurchase or redeem the Notes could constitute an Event of Default under the Notes, which may also
constitute a default under the terms of the Issuer’s or our other indebtedness.
In addition, if the Company fails to complete the SAFE registration, there may be logistical hurdles at the
time of remittance of funds (if any cross-border payment is to be made by the Company under the
Guarantee) as domestic banks may require evidence of the SAFE registration in connection with the
Guarantee in order to effect such remittance, although this does not affect the validity of the Guarantee
itself.
The Issuer has limited financial resources.
The Issuer is an indirect offshore subsidiary of the Company. The Issuer does not conduct business or carry
out any other activities other than issuance and sale of bonds and the lending of the proceeds of the offering
to any company controlled, directly or indirectly, by the Company and any other activities in connection
therewith or related thereto. As of 31 December 2022, 2023 and 2024, the Issuer recorded net liabilities as a
result of shortfalls between the interest and related financing income it received from other members of the
Group pursuant to intercompany loans and its financing costs. The Issuer does not and will not have any
material assets other than amounts due to it from the Company or its subsidiaries, and its ability to make
payments under the Notes depends on receipt of timely remittances from the Company or its subsidiaries
from whom the amounts are due from. Accordingly, the Issuer is dependent on the Company to provide
continuing financial support to enable it to operate as a going concern and to discharge its obligations as and
when they fall due. If the Issuer does not receive sufficient payment from the Company or its subsidiaries
when any amount is due from it as a result of any redemption (including redemption as described in the
Terms and Conditions of the Notes), the Issuer will not be able to fulfil its obligations under the Notes.
The Company depends on distributions from its subsidiaries to meet its payment obligations, and
provisions of applicable laws or contractual restrictions could limit the amount of such distributions.
The Company derives a substantial portion of its operating income from its subsidiaries. As a result, the
Company depends on distributions from its subsidiaries in order to meet its payment obligations. In general,
these subsidiaries are separate and distinct legal entities and have no obligation to provide the Company with
funds for its payment obligations, whether by dividends, distributions, loans or otherwise. In addition,
provisions of applicable laws, such as those limiting the legal sources of dividends, limit the ability of the
Company’s subsidiaries to make payments or other distributions to it.
The Company and its respective subsidiaries may incur significant additional secured or unsecured
indebtedness in the future, and there can be no assurance that the Company will have sufficient cash flows
from its own operations and distributions by its subsidiaries and affiliates to satisfy its obligations in respect
of the Notes or the Guarantee, as the case may be. Although the Company believes that it will be able to
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meet its obligations in respect of the Notes or the Guarantee, as the case may be, any shortfall would have to
be made up from other sources of cash, such as a sale of investments or any financing available to the
Company.
The Notes and the Guarantee are unsecured obligations.
The Notes and the Guarantee are unsecured obligations of the Issuer and the Company, respectively. The
Notes will be effectively subordinated to all of the Issuer’s existing and future debt that is secured by assets
that do not secure the Notes to the extent of the value of the assets securing such debt. The Guarantee will
be effectively subordinated to all of the Company’s existing and future debt that is secured by assets that do
not secure the Guarantee to the extent of the value of the assets securing such debt. The payment of the
principal and interest of the Notes and the payment under the Guarantee may be adversely affected if:
• the Issuer or the Company enters into bankruptcy, liquidation, reorganisation or other winding-up
proceedings; or
• there is a default in or acceleration of payment under the Issuer’s or the Company’s existing or future
secured indebtedness or other unsecured indebtedness.
If any of these events were to occur, Noteholders’ rights to receive payment pursuant to the Notes and the
Guarantee may be subordinated to those of the creditors of the Issuer or the Company as a result of rule of
law or secured priority in payment. There can be no assurance that the Issuer or the Company will have
sufficient cash to pay amounts due on the Notes after it satisfies the obligations due to other creditors.
The Trustee may request Noteholders to provide an indemnity and/or security and/or pre-funding to its
satisfaction.
In certain circumstances (including, without limitation, the giving of notice to the Issuer pursuant to
Condition 9 (Events of Default) of the Terms and Conditions of the Notes and the taking of any actions,
steps and/or proceedings pursuant to Condition 14 (Enforcement) of the Terms and Conditions of the Notes),
the Trustee may (at its sole discretion) request Noteholders to provide an indemnity and/or security and/or
pre-funding to its satisfaction before it takes any action on behalf of Noteholders. The Trustee shall not be
obliged to take any such action if not indemnified and/or secured and/or pre-funded to its satisfaction.
Negotiating and agreeing to an indemnity and/or security and/or pre-funding can be a lengthy process and
may impact when any such action can be taken. The Trustee may not be able to take action, notwithstanding
the provision of an indemnity or security or pre-funding to it, in breach of the terms of the Trust Deed (as
defined in the Terms and Conditions of the Notes) and in such circumstances or where there is uncertainty
or dispute as to the applicable laws or regulations and, to the extent permitted by the agreements and the
applicable law, it will be for the Noteholders to take such action directly.
The Issuer may be treated as a PRC resident enterprise for PRC tax purposes, in which case the Issuer
may be subject to PRC income taxes on its worldwide income, and interest payable by the Issuer to
foreign investors may be subject to PRC withholding tax and gains on the sale of the Notes may be
subject to PRC tax.
Under the PRC Enterprise Income Tax Law (“EIT Law”) and its Implementing Regulation, which became
effective on 1 January 2008, enterprises organised under the laws of jurisdictions outside the PRC with their
“de facto management bodies” located within the PRC are deemed to be “resident enterprises for PRC tax
purposes”, and are therefore subject to PRC enterprise income tax at the rate of 25% in respect of their
income sourced from both within and outside China. The Implementing Regulation defines the term “de
facto management body” as a management body that exercises substantial and overall control and
management over the production and operations, personnel, accounting and properties of an enterprise. In
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addition, the Notice on Issues Concerning the Determination of Chinese-controlled Enterprises Incorporated
Overseas as Resident Enterprises on the Basis of Their De Facto Management Bodies issued by the State
Administration of Taxation (“SAT”) (國家稅務總局關於境外註冊中資控股企業依據實際管理機構標準認
定為居民企業有關問題的通知) on 22 April 2009 provides that a foreign enterprise controlled by a PRC
company or a PRC group would be classified as a “resident enterprise” with a “de facto management body”
located within the PRC if all of the following requirements are satisfied: (i) the senior management and core
management departments in charge of daily operations are located mainly within the PRC; (ii) financial and
human resources decisions are subject to determination or approval by persons or bodies in the PRC; (iii)
major assets, accounting books, company seals and minutes and files of board and shareholders’ meetings
are located or kept within the PRC; and (iv) at least half of the enterprise’s directors with voting rights, or
senior management, reside within the PRC. Pursuant to a circular issued by the SAT which became effective
on 1 September 2011 and the relevant rules, a foreign enterprise controlled by a PRC company or a PRC
group shall be deemed a “resident enterprise” by the final decision of the competent tax authority at the
place of registration of the principal investor in PRC of an overseas-registered Chinese-controlled resident
enterprise through the application of the foreign enterprise or the investigation of the relevant tax authorities.
There is no assurance that the Issuer will not be treated as a “resident enterprise” under the EIT Law, any
aforesaid circulars or any amended regulations in the future. If the Issuer is treated as a PRC resident
enterprise for PRC enterprise income tax purposes, among other things, it would be subject to the PRC
enterprise income tax at the rate of 25% on its worldwide taxable income. Furthermore, if the Issuer is
treated as a PRC resident enterprise, payments of interest by the Issuer may be regarded as derived from
sources within the PRC and therefore the Issuer may be obligated to withhold PRC income tax at 10% on
payments of interest on the Notes, which the Issuer would be obliged to withhold from payments of
interests, to non-PRC resident enterprise investors without an establishment within the PRC or whose
income has no connection to its establishment with the PRC. In the case of non-PRC resident individual
investors, the tax may be withheld at a rate of 20%. In addition, as the Company is a PRC tax resident, in
the event that the Company is required to fulfil its obligations under the Guarantee by making interest
payments on behalf of the Issuer, the Company will be required to withhold a 10% PRC income tax in the
case of non-PRC resident enterprises or 20% in the case of non-PRC resident individuals if such payments
are regarded as derived from sources within the PRC.
In addition, if the Issuer is treated as a PRC resident enterprise, any gain realised on the transfer of the
Notes by non-PRC resident investors may be regarded as derived from sources within the PRC and
accordingly may be subject to a 10% PRC income tax in the case of non-PRC resident enterprises or 20% in
the case of non-PRC resident individuals. The PRC tax on interest or gains may be reduced or exempted
under applicable tax treaties between the PRC and the non-PRC resident Noteholder’s home country. For
example, according to an arrangement between the PRC and Hong Kong for the avoidance of double-
taxation, Noteholders who are Hong Kong residents, including both enterprise holders and individual
holders, may be exempted from PRC income tax on capital gains derived from a sale or exchange of the
Notes.
On 23 March 2016, the Ministry of Commerce of the People’s Republic of China and SAT issued the
Circular of Full Implementation of Replacing Business Tax with Value-Added Tax Reform (Caishui [2016]
No. 36) (“Circular 36”), which introduced a new value-added tax (“VAT”) from 1 May 2016. On 25
December 2024, the National People’s Congress of the PRC (the “NPC”) issued the new Value-added Tax
law (the “New VAT Law”), which is effective on 1 January 2026. Pursuant to the New VAT Law, VAT is
applicable where the entities or individuals provide services within the PRC. The revenues generated from
the taxable sale of services by entities and individuals, such as financial services, shall be subject to PRC
VAT, if the seller of the services is within the PRC or the services is consumed within the PRC (including
services provided to the entities or individuals located within the PRC by the entities or individuals outside
of the PRC). Accordingly, if the Issuer is deemed to be a PRC resident enterprise in the PRC by the PRC tax
authorities, the interest and other interest like earnings derived from such products and received by a non-
–– 33 ––
PRC resident Bondholder from the Issuer or the Company (in the event that the Company is required to
discharge its obligations under the Guarantee) may be subject to PRC VAT. The Issuer or the Company (if
applicable) may be required to withhold VAT on payments of interest and certain other amounts on the
Bonds paid to Bondholders that are non-resident enterprises or individuals. VAT is unlikely to be applicable
to any transfer of Bonds between entities or individuals located outside of the PRC and therefore unlikely to
be applicable to gains realised upon such transfers of Bonds, but there is uncertainty as to the applicability
of VAT if the seller of Bonds is located inside the PRC. Since the New VAT Law together with other laws
and regulations pertaining to VAT are relatively new, the interpretation and enforcement of such laws and
regulations involve uncertainties.
If a Noteholder, being a non-resident enterprise or non-resident individual, is required to pay any PRC
income tax on gains on the transfer of the Notes, the value of the relevant Noteholder’s investment in the
Notes may be materially and adversely affected.
If the Issuer and/or the Company is required to withhold PRC tax (including VAT) from interest payments
on the Notes or the Guarantee, the Issuer and the Company will be required, subject to certain exceptions, to
pay such additional amounts as will result in receipt by the holders of the Notes of such amounts as would
have been received had no such withholding been required. In certain circumstances, the Issuer and/or the
Company may have the option to redeem the Notes prior to their maturity upon the requirement to pay such
additional amounts arising, and a Noteholder may not be able to reinvest the redemption proceeds in
comparable securities at the same rate of return of the Notes. In addition, the requirement to pay additional
amounts will increase the cost of servicing interest payments on the Notes and could have an adverse effect
on the Group’s financial condition.
The Issuer may not be able to redeem the Notes upon the due date for redemption thereof.
The Issuer may, on the occurrence of a Change of Control Triggering Event or a Non-Registration Event (as
defined under the Terms and Conditions of the Notes), and at maturity will, be required to redeem part or all
of the Notes. If such an event were to occur, the Issuer may not have sufficient cash in hand and may not be
able to arrange financing to redeem the Notes in time, or on acceptable terms, or at all. The ability to
redeem the Notes in such event may also be limited by the terms of other debt instruments. The Issuer’s
failure to repay, repurchase or redeem tendered Notes could constitute an event of default under the Notes,
which may also constitute a default under the terms of other indebtedness of the Group.
If the Issuer or the Guarantor are unable to comply with the restrictions and covenants in their debt
agreements (if any) or the Notes, there could be a default under the terms of these agreements or the
Notes, which could cause repayment of our debt to be accelerated.
If the Issuer or the Guarantor are unable to comply with the restrictions and covenants in the Notes, or their
current or future debt obligations and other agreements (if any), there could be a default under the terms of
these agreements. In the event of a default under these agreements, the holders of the debt could terminate
their commitments to lend to us, accelerate repayment of the debt and declare all outstanding amounts due
and payable or terminate the agreements, as the case may be. Furthermore, some of our debt agreements,
contain cross-acceleration or cross-default provisions. As a result, default under one debt agreement may
cause the acceleration of repayment of not only such debt but also other debt or result in a default under
other debt agreements, including the Notes. If any of these events occur, the assets and cash flow of the
Issuer or the Guarantor may not be sufficient to repay in full all of our indebtedness, or that we would be
able to find alternative financing. Even if alternative financing can be obtained, there is no assurance that it
would be on terms that are favourable or acceptable.
–– 34 ––
Enforcing the rights of Noteholders under the Notes or the Guarantee across multiple jurisdictions may
prove difficult.
The Notes will be issued by the Issuer and guaranteed by the Guarantor. The Issuer is incorporated in
Singapore. The Guarantor is incorporated under the laws of the PRC. The Notes, the Deed of Guarantee, and
the Trust Deed will be governed by English law, and parties to these documents have submitted to the
exclusive jurisdiction of the Hong Kong courts. In the event of a bankruptcy, insolvency or similar event,
proceedings could be initiated in the PRC, Singapore, Hong Kong and England and Wales. Such multi-
jurisdictional proceedings are likely to be complex and costly for creditors and otherwise may result in
greater uncertainty and delay regarding the enforcement of an investor’s rights. The rights of Noteholders
under the Notes and the Guarantee will be subject to the insolvency and administrative laws of several
jurisdictions and there can be no assurance that any investor will be able to effectively enforce an investor’s
rights in such complex multiple bankruptcy, insolvency or similar proceedings. In addition, the bankruptcy,
insolvency, administrative and other laws of the PRC, Singapore, Hong Kong and England and Wales may
be materially different from, or be in conflict with, each other and those with which may be familiar,
including in the areas of rights of creditors, priority of governmental and other creditors, ability to obtain
post-petition interest and duration of the proceeding. The application of these laws, or any conflict among
them, could call into question whether any particular jurisdiction’s laws should apply, adversely affect an
investor’s ability to enforce his/her rights under the Notes and the Guarantees in the relevant jurisdictions or
limit any amounts that any investor may receive.
A trading market for the Notes may not develop, and there are restrictions on resales of the Notes.
Application will be made to the Hong Kong Stock Exchange for the listing of and permission to deal in the Notes.
However, we cannot assure you that we will obtain or be able to maintain a listing of the Notes on the
Hong Kong Stock Exchange. One or more initial investors may subscribe for a material proportion of the
aggregate principal amount of the Notes which may reduce the liquidity of the Notes in the secondary
trading market and such investors may have certain influence on matters voted on by holders. Accordingly,
there can be no assurance as to the liquidity of the Notes or that an active trading market will develop. If
such a market were to develop, the Notes could trade at prices that may be higher or lower than the initial
issue price depending on many factors, including prevailing interest rates, our operations and the market for
similar securities. Further, the Notes may be allocated to a limited number of investors, in which case
liquidity may be limited. We have been advised that the Initial Purchasers intend to make a market in the
Notes, but the Initial Purchasers are not obligated to do so and may discontinue such market making activity
at any time without notice.
In addition, the Notes are being offered pursuant to exemptions from registration under the Securities Act
and, as a result, holders will only be able to resell their Notes in transactions that have been registered under
the Securities Act or in transactions not subject to or exempt from registration under the Securities Act. The
Notes and the Trust Deed will contain provisions that will restrict the Notes from being offered, sold or
otherwise transferred except pursuant to the exemptions available. It is the investors’ obligation to ensure
that their offers and sales of the Notes within the United States and other counties comply with applicable
securities laws. See “Subscription and Sale”. The Issuer and the Company cannot predict whether an active
trading market for the Notes will develop or be sustained. If an active trading market does not develop or is
sustained, the market price and liquidity of the Notes could be adversely affected.
Credit ratings may not reflect all risks. Any downgrade in our credit ratings could adversely affect our
business or liquidity.
The Notes are expected to be rated “A3” by Moody’s and “A-” by Fitch. The ratings represent opinions of
the rating agencies and their assessment of the ability of the Issuer and the Company to perform their
respective obligations under the Notes and the Guarantee and credit risks in determining the likelihood that
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payments will be made when due under the Notes. The ratings may not fully reflect the potential impact of
all risks relating to the structure, market and other factors in relation to the Notes as discussed above, and
there may be other factors that may affect the value of the Notes.
A rating is not a recommendation to buy, sell or hold the Notes and may be subject to revision, suspension
or withdrawal at any time by the rating agency. The rating agency may also amend or fully replace the
method it uses for assigning credit ratings.
The Company’s rating may be affected by changes in its results of operations, capital structure or other
factors, which will mean certain risks for the investors. In addition, there can be no assurance that a rating
will remain unchanged during a specific range of time, or the rating agency will not downgrade or withdraw
a rating based on its assessment of the future developments or as a result of the adoption of a different rating
methodology. Any adverse revision to the Company’s corporate ratings or the sovereign ratings of the PRC
by rating agencies may adversely affect the Company’s business, financial performance and market price of
the Notes. For example, Moody’s downgraded the sovereign rating of the PRC to A1 with stable outlook on
limited, thereby lowering its liquidity.
If any of the Company or its subsidiaries, is unable to comply with the restrictions and covenants in its
respective debt agreements, or the Notes, there could be a default under the terms of these agreements, or
the Notes, which could cause repayment of the relevant debt to be accelerated.
If the Issuer or the Company is unable to comply with the restrictions and covenants in the Notes, or if any
of the Company or its subsidiaries is unable to comply with its current or future debt obligations and other
agreements, there could be a default under the terms of these agreements. In the event of a default under
these agreements, the holders of the debt could terminate their commitments to lend to the Company or its
relevant subsidiary, accelerate repayment of the debt, declare all amounts borrowed due and payable or
terminate the agreements, as the case may be. Furthermore, some of the Group’s debt agreements, and the Notes,
contain (or may in the future contain) cross-acceleration or cross-default provisions. As a result, the default by
the Company or such subsidiary under one debt agreement may cause the acceleration of repayment of
debt, including the Notes, or result in a default under its other debt agreements, including the Notes. If any of
these events occur, there can be no assurance that the assets and cash flows of the Company and its
subsidiaries would be sufficient to repay in full all of their indebtedness, or that they would be able to find
alternative financing. Even if alternative financing could be obtained, there can be no assurance that it
would be on terms that are favourable or commercially acceptable to the Company or its subsidiaries.
Modifications and waivers may be made in respect of the Terms and Conditions of the Notes, the Trust
Deed and the Guarantee by the Trustee or less than all of the holders of the Notes that may be adverse to
the interests of individual holders of the Notes.
The Terms and Conditions of the Notes contain provisions for calling meetings of Noteholders to consider
matters affecting their interests generally. These provisions permit defined majorities to bind all
Noteholders, including those Noteholders who do not attend and vote at the relevant meeting and those
Noteholders who vote in a manner contrary to the majority. There is a risk that the decision of the majority
of holders of the Notes may be adverse to the interests of the individual holders of the Notes.
The Terms and Conditions of the Notes also provide that the Trustee may, without the consent of
Noteholders (but subject to the Trustee being indemnified and/or secured and/or prefunded to its satisfaction
and other requirements, as set forth in the Trust Deed), agree to any modification of any of the Terms and
Conditions of the Notes or any provisions of the Trust Deed, the Agency Agreement or the Deed of
Guarantee (other than in respect of certain reserved matters) which in the opinion of the Trustee will not be
materially prejudicial to the interests of Noteholders and to any modification of any of the Terms and
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Conditions of the Notes or any provisions the Trust Deed, the Agency Agreement or the Guarantee which in
the opinion of the Trustee is of a formal, minor or technical nature or is to correct a manifest error or to
comply with any mandatory provision of applicable law.
In addition, the Trustee may, without the consent of the Noteholders (but subject to the Trustee being
indemnified and/or secured and/or prefunded to its satisfaction and other requirements, as set forth in the
Trust Deed), authorise or waive any proposed breach or breach of the Notes, the Trust Deed, the Agency
Agreement or the Guarantee (other than a proposed breach or breach relating to the subject of certain
reserved matters) if, in the opinion of the Trustee, the interests of the Noteholders will not be materially
prejudiced thereby.
The insolvency laws of Singapore and the PRC and other local insolvency laws may differ from those of
another jurisdiction with which the holders of the Notes are familiar.
Because the Issuer is incorporated under the laws of Singapore and the Company is incorporated under the
laws of the PRC, as applicable, any insolvency proceeding relating to the Issuer and the Company would
likely involve insolvency laws of Singapore, the procedural and substantive provisions of which may differ
from comparable provisions of the local insolvency laws of jurisdictions with which the holders of the Notes
are familiar.
CNY-denominated Notes is subject to exchange rate risks.
The value of Renminbi against other foreign currencies fluctuates from time to time and is affected by
changes in the PRC and international economic conditions as well as many other factors. The PBOC
implemented and may implement changes to the way it calculates the Renminbi’s daily mid-point against the
U.S. dollar and other foreign currency, which may increase the volatility in the value of the Renminbi
against foreign currencies. All payments of interest, distribution, premium (if any) and principal will be
made in Renminbi with respect to the Notes unless otherwise specified. As a result, the value of these
Renminbi payments may vary with the changes in the prevailing exchange rates in the marketplace. If the
value of Renminbi depreciates against another foreign currency, the value of the investment made by a
holder of the Notes in that foreign currency will decline.
There is only limited availability of Renminbi outside Chinese mainland, which may affect the liquidity of
the Notes and our ability to source Renminbi outside Chinese mainland to service the Notes.
There is only limited availability of Renminbi outside Chinese mainland, which may affect the liquidity of
the Notes and our ability to source Renminbi outside Chinese mainland to service the Notes. To the extent
we are required to source Renminbi in the offshore market to service the Notes, we cannot assure you that
we will be able to source such Renminbi on satisfactory terms, if at all.
While the PBOC has entered into agreements (the “Settlement Agreements”), on the clearing of Renminbi
business with financial institutions (the “Renminbi Clearing Banks”), in a number of financial centers and
cities, including but not limited to Hong Kong, and has established the Cross-Border Inter-Bank Payments
System (the “CIPS”), to facilitate cross-border Renminbi settlement and is further in the process of
establishing Renminbi clearing and settlement mechanisms in several other jurisdictions, the conversion and
transfer of Renminbi are still subject to certain regulations, and the current size of Renminbi denominated
financial assets outside the PRC is limited.
Renminbi business participating banks do not have direct Renminbi liquidity support from the PBOC,
although the PBOC has gradually allowed participating banks to access the PRC’s onshore inter-bank market
for the purchase and sale of Renminbi. The Renminbi Clearing Banks only has access to onshore liquidity
support from PBOC to square open positions of participating banks for limited types of transactions, and are
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not obliged to square for participating banks any open positions resulting from other foreign exchange
transactions or conversion services. The participating banks will need to source Renminbi from the offshore
market to square such open positions in cases where they cannot source sufficient Renminbi through the
above channels.
Although it is expected that the offshore Renminbi market will continue to grow in depth and size, its
growth is subject to uncertainties, and there can be no assurance on the future availability of Renminbi
offshore.
Regulations on cross-border remittance of Renminbi may limit our ability to utilise our PRC revenue
effectively offshore.
Since a significant amount of our PRC revenue is denominated in Renminbi, any existing and future
regulations on remittance of Renminbi outside of the PRC may limit our ability to utilise revenue generated
in Renminbi to finance our obligations under the Notes.
The Notes may not be a suitable investment for all investors.
Each potential investor in any Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
• have sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes, the
merits and risks of investing in the relevant Notes and the information contained in this Offering
Circular;
• have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the relevant Notes and the impact such investment will
have on its overall investment portfolio;
• have sufficient financial resources and liquidity to bear all of the risks of an investment in the
relevant Notes;
• understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any
relevant indices and financial markets; and
• be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
A potential investor should not invest in Notes which are complex financial instruments unless it has the
expertise (either alone or with the help of a financial adviser) to evaluate how the Notes will perform under
changing conditions, the resulting effects on the value of such Notes and the impact this investment will
have on the potential investor’s overall investment portfolio.
Additionally, the investment activities of certain investors are subject to legal investment laws and
regulations, or review or regulation by certain authorities. Each potential investor should consult its legal
advisers to determine whether and to what extent (a) Notes are legal investments for it, (b) Notes can be
used as collateral for various types of borrowing and (c) other restrictions apply to its purchase of any Notes.
Financial institutions should consult their legal advisers or the appropriate regulators to determine the
appropriate treatment of Notes under any applicable risk-based capital or similar rules.
–– 38 ––
Additional procedures may be required to be taken to bring English law-governed matters or disputes to
the Hong Kong courts and the Noteholders would need to be subject to the exclusive jurisdiction of the
Hong Kong courts. There is also no assurance that the PRC courts will recognise and enforce judgments
of the Hong Kong courts in respect of English law-governed matters or disputes.
The Terms and Conditions of the Notes and the transaction documents are governed by English law,
whereas parties to these documents have submitted to the exclusive jurisdiction of the Hong Kong courts.
In order to hear English law-governed matters or disputes, Hong Kong courts may require certain additional
procedures to be taken. Under the Arrangement on Reciprocal Recognition and Enforcement of Judgments in
Civil and Commercial Matters by the Courts of the Mainland and of the Hong Kong Special Administrative
Region (最高人民法院、香港特別行政區政府關於內地與香港特別行政區法院相互認可和執行民商事案
件判決的安排) (the “2019 Arrangement”), which was signed on 18 January 2019 and came into effect on 29
January 2024, where the Hong Kong court has given a legally effective judgment in a civil and commercial
matter, any party concerned may apply to the relevant people’s court in mainland China for recognition and
enforcement of the judgment, subject to the provisions, limits, procedures and other terms and requirements
of the 2019 Arrangement and relevant judicial interpretation. The recognition and enforcement of a Hong
Kong court judgment could be refused if the relevant people’s court in mainland China consider that the
enforcement of such judgment is contrary to the basic principles of PRC law or the social and public
interests of the PRC. While it is expected that the PRC courts will recognise and enforce a judgment given
by Hong Kong courts governed by English law, there can be no assurance that the PRC courts will do so for
all such judgments as there is no established practise in this area. Compared with other similar debt
securities issuances in the international capital markets where the relevant holders of the debt securities
would not typically be required to submit to an exclusive jurisdiction, the holders of the Notes will be
deemed to have submitted to the exclusive jurisdiction of the Hong Kong courts, and thus the holder’s
ability to initiate a claim outside of Hong Kong will be limited.
The Notes do not restrict the Issuer’s or the Guarantor’s ability to incur additional debt, redeem the Notes
or repay other indebtedness or to take other actions that could negatively impact holders of the Notes.
The Issuer and the Guarantor are not restricted under the Notes and the Guarantee from incurring additional
debt or from redeeming the Notes or repaying other indebtedness. Future incurrence of indebtedness may
increase the related risks of the Issuer and the Guarantor as described in this Offering Circular. In addition,
the covenants applicable to the Notes do not require the Issuer or the Guarantor to achieve or maintain any
minimum financial results relating to their respective financial positions or results of operations. The
Issuer’s and the Guarantor’s ability to recapitalise, incur additional debt and take other actions that are not
limited by the Notes could have the effect of diminishing the Issuer’s and the Guarantor’s ability to make
payments on the Notes and the Guarantee when due.
The Issuer may, from time to time, and without the consent of the Noteholders and in accordance with the
Trust Deed, create and issue further bonds having the same terms and conditions as the Notes in all respects
(or in all respects except for the issue date, the issue price, the first payment of interest and the timing for
complying with the requirements set out in these Conditions in relation to the Cross- border Security
Registration and the NDRC Post-Issue Filing) (see “Terms and Conditions of the Notes – Further Issues”)
and so that such further issue will be consolidated and form a single series with the Notes. There can be no
assurance that such future issuance or capital raising activity will not adversely affect the market price of the
Notes.
–– 39 ––
Payments with respect to the Notes may be made only in the manner specified in such Notes.
All payments to investors in respect of the Notes will be made solely (i) for so long as the Notes are
represented by one or more global certificates registered in the name of, and lodged with a sub-custodian
for, the CMU Operator, by transfer to a Renminbi account maintained by or on behalf of the holder with a
bank in Hong Kong in accordance with prevailing CMU rules and procedures or (ii) for so long as the Notes
are in definitive form, by transfer to a Renminbi account maintained by or on behalf of the holder with a
bank in Hong Kong in accordance with prevailing rules and regulations. The Issuer is not required to make
payment by any other means (including in any other currency or in bank notes, by cheque or draft, or by
transfer to a bank account in the PRC).
The Notes will be represented by the Global Certificate and holders of a beneficial interest in the Global
Certificate must rely on the procedures of the CMU.
The Notes will be represented by the Global Certificate substantially in the form scheduled to the Trust
Deed. The Global Certificate will be registered in the name of, and lodged with a sub-custodian for the
CMU Operator, and will be exchangeable for Definitive Certificates only in the circumstances set out
therein. Except in the limited circumstances described in the Global Certificate, owners of interests in the
Notes represented by the Global Certificate will not be entitled to receive Definitive Certificates in respect
of their individual holdings of the Notes. For persons seeking to hold a beneficial interest in the Notes
through Euroclear or Clearstream, Luxembourg, such persons will hold their interest through an account
opened and held by Euroclear or Clearstream, Luxembourg (as the case may be) with the CMU Operator.
While the Notes are represented by the Global Certificate and the Global Certificate is held on behalf of the
CMU Operator, the CMU Lodging and Paying Agent will make payments to the CMU Operator who will
make payments to each CMU participant who is for the time being shown in the records of the CMU
Operator as the holder of a particular principal amount of Notes (each an “account holder”).
A holder of a beneficial interest in the Global Certificate must rely on the procedures of the CMU to receive
payments under the Notes. None of the Issuer, the Guarantor, the Initial Purchasers, the Trustee or the
Agents or any of their respective affiliates, directors, officers, employees, representatives, agents or advisers
or any person who controls any of them has any responsibility or liability for the records relating to, or
payments made in respect of, beneficial interests in the Global Certificate.
Holders of beneficial interests in the Global Certificate will not have a direct right to vote in respect of the
Notes. Instead, such holders will be permitted to act only to the extent that they are enabled by the CMU to
appoint appropriate proxies. Similarly, holders of beneficial interests in the Global Certificate will not have a
direct right under the Global Certificate to take enforcement action against the Issuer in the event of a
default under the Notes but will have to rely upon their rights under the Trust Deed.
Noteholders should be aware that a Definitive Certificate which has a principal amount that is not an
integral multiple of the minimum specified denomination may be illiquid and difficult to trade.
In relation to any Note which has a principal amount consisting of a minimum specified denomination plus a
higher integral multiple of another smaller amount, it is possible that the Notes may be traded in amounts in
excess of the minimum specified denomination that are not integral multiples of such minimum specified
denomination. In such a case a Noteholder who, as a result of trading such amounts, holds a principal
amount of less than the minimum specified denomination will not receive a Definitive Certificate in respect
of such holding (should Definitive Certificates be printed) and would need to purchase a principal amount of
Notes such that it holds an amount equal to one or more specified denominations. If Definitive Certificates
are issued, holders should be aware that a Definitive Certificate which has a principal amount that is not an
integral multiple of the minimum specified denomination may be illiquid and difficult to trade.
–– 40 ––
The obligations of the Company under the Guarantee are structurally subordinated to the liabilities and
obligations of its subsidiaries.
The Company’s ability to perform its obligations under the Guarantee is effectively dependent on the cash
flow of its subsidiaries. Any claim by the Trustee against the Company in relation to the Guarantee will be
effectively subordinated to all existing and future obligations of the Company’s subsidiaries (which have not
provided any guarantee under the Notes), and all claims by creditors of such subsidiaries will have priority
to the assets of such entities over the claims of the Trustee under the Guarantee.
The Issuer and the Guarantor will follow the applicable corporate disclosure standards for debt securities
listed on the Hong Kong Stock Exchange, which standards may be different from those applicable to
companies in certain other countries.
The Issuer and the Guarantor will be subject to reporting obligations in respect of the Notes to be listed on
the Hong Kong Stock Exchange. The disclosure standards imposed by the Hong Kong Stock Exchange may
be different than those imposed by securities exchanges in other countries or regions such as the United
States or Singapore. As a result, the level of information that is available may not correspond to what
investors in the Notes are accustomed to.
Noteholders are exposed to risks relating to Singapore taxation and there is no assurance that the Notes
may continue to be deemed as “qualifying debt securities” under the Income Tax Act 1947 of Singapore.
The Notes are intended to be issued as “qualifying debt securities” for the purposes of the Income Tax Act
“Taxation – Singapore Taxation” section of this Offering Circular.
However, there is no assurance that the Notes will be or continue to be “qualifying debt securities” or that
the tax concessions and exemptions in connection therewith will apply throughout the tenure of the Notes
should the relevant tax laws be amended or revoked, or if there is an alteration in the interpretation of the
relevant tax laws by the Inland Revenue Authority of Singapore. If the Notes fail to be, or fail to continue to
be, “qualifying debt securities,” and/or if payments of interest and other income, if any, with respect to the
Notes are not exempt from Singapore withholding tax under the above qualifying debt securities scheme for
whatever reason, such payments to non-residents of Singapore would generally be subject to withholding of
tax by us. In such circumstances, we may be obliged to pay any additional amounts in connection with such
withholding tax. We may have the right, at our election, to redeem the Notes if additional amounts are
payable to the noteholders as a result of any change in tax law. See “Terms and Conditions of the Notes –
Redemption for Taxation Reasons.”
–– 41 ––
USE OF PROCEEDS
The net proceeds from the issue of Notes will primarily be used for refinancing our existing indebtedness
and general corporate purposes in accordance with applicable PRC laws and regulations.
–– 42 ––
CAPITALISATION AND INDEBTEDNESS
The following table sets forth the Company’s capitalisation and indebtedness as at 30 June 2025:
• on an actual basis; and
• on an as adjusted basis to give effect to the issuance of the Notes and receipt of the gross proceeds
from this offering.
Prospective investors should read this table together with “Selected Historical Consolidated Financial
Information” and the Company’s reviewed consolidated financial statements included elsewhere in this
Offering Circular.
As at 30 June 2025
Actual As adjusted
RMB RMB
(millions) (millions)
Short-term borrowings(1)
Interest-bearing bank borrowings . . . . . . . . . . . . . . . . . . . . . . 2,892.8 2,892.8
Long-term bonds (current portion) . . . . . . . . . . . . . . . . . . . . . 6,658.9 6,658.9
Loans from a related party . . . . . . . . . . . . . . . . . . . . . . . . . . 2,577.8 2,577.8
Total short-term borrowings . . ... . .. . .. ... ... . .. .. . . . 12,129.5 12,129.5
Long-term borrowings(1)
Interest-bearing bank borrowings . . . . . . . . . . . . . . . . . . . . . . 139.2 139.2
Long-term bonds (non-current portion) . . . . . . . . . . . . . . . . . . 2,136.4 2,136.4
Loans from a related party . . . . . . . . . . . . . . . . . . . . . . . . . . 2,627.9 2,627.9
Notes to be issued(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . – 5,000.0
Total long-term borrowings (net of current portion) . . . . . . . . . 4,903.5 9,903.5
Total borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,033.0 22,033.0
Shareholders’ Equity
Equity attributable to owners of the Company . . . . . . . . . . . . . 44,701.3 44,701.3
Issued capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,771.6 4,771.6
Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39,929.7 39,929.7
Non-controlling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . 728.0 728.0
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,429.3 45,429.3
Total capitalisation(3) ...... .... .... ...... .... ..... 62,462.3 67,462.3
Notes:
(1) See the Company’s reviewed consolidated financial statements and the related notes included elsewhere in this Offering
Circular for further details.
(2) The maturity date is 16 March 2029.
(3) Total capitalisation equals total borrowings plus total equity.
–– 43 ––
As at 30 June 2025, the Company had no assets pledged for any of the above borrowings and had total
credit facilities of RMB43.0 billion, of which RMB37.1 billion was undrawn.
In the ordinary course of the Group’s business, the Group may, from time to time, consider various
financing opportunities and incur additional debt, including bank borrowings and bond issuances. In July
Except as otherwise disclosed in this Offering Circular, there has been no material adverse change in our
indebtedness and capitalisation since 30 June 2025.
–– 44 ––
SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
The following selected historical consolidated statement of profit or loss data for the years ended 31
December 2022, 2023 and 2024, selected historical consolidated statement of comprehensive income data
for the years ended 31 December 2022, 2023 and 2024, selected historical consolidated statement of
financial position data as at 31 December 2022, 2023 and 2024 and selected historical consolidated
statement of cash flows for the years ended 31 December 2022, 2023 and 2024 have been derived from the
Company’s audited consolidated financial statements included elsewhere in this Offering Circular. The
following selected historical consolidated statement of profit or loss data for the six months ended 30 June
ended 30 June 2024 and 2025, selected historical consolidated statement of financial position data as at 30
June 2025 and selected historical consolidated statement of cash flows for the six months ended 30 June
elsewhere in this Offering Circular. Prospective investors should read the selected financial information
below in conjunction with the Group’s consolidated financial statements and related notes included
elsewhere in this Offering Circular. The Group’s consolidated financial statements are prepared and
presented in accordance with HKFRSs.
Consolidated Statement of Profit or Loss
Year ended 31 December Six months ended 30 June
RMB RMB RMB RMB RMB
(thousands) (thousands) (thousands) (thousands) (thousands)
REVENUE . . . . . . . . . . . . . . . . . . 35,658,896 44,108,616 48,301,581 22,528,544 23,320,327
Sales surtaxes . . . . . . . . . . . . . . . . . (48,768) (66,375) (83,484) (31,881) (25,256)
Revenue, net of sales surtaxes . . . . . . 35,610,128 44,042,241 48,218,097 22,496,663 23,295,071
Other income . . . . . . . . . . . . . . . . . 342,172 309,718 327,137 214,175 29,257
Depreciation of property, plant
and equipment and amortisation
of intangible assets and
MultiClient library . . . . . . . . . . . . (4,685,573) (5,195,328) (5,789,357) (2,837,411) (3,123,495)
Depreciation of right-of-use assets . . . (367,115) (415,317) (545,335) (198,331) (358,130)
Employee compensation costs . . . . . . (7,414,041) (8,201,983) (8,391,877) (3,899,544) (4,025,094)
Repair and maintenance costs . . . . . . (594,825) (601,614) (862,963) (258,507) (163,363)
Consumption of supplies, materials,
fuel, services and others . . . . . . . . (9,080,592) (10,101,768) (11,017,633) (4,846,262) (4,471,903)
Subcontracting expenses . . . . . . . . . . (8,164,558) (11,420,862) (12,970,477) (5,999,178) (6,350,064)
Lease expenses . . . . . . . . . . . . . . . . (1,666,872) (2,147,453) (2,117,417) (999,814) (944,468)
Other operating expenses . . . . . . . . . (1,175,708) (1,355,818) (1,808,651) (984,325) (918,001)
Impairment of property,
plant and equipment . . . . . . . . . . . (30,198) – – – (82,032)
Impairment losses under expected credit
loss model, net of reversal . . . . . . . (49,435) (56,579) 6,090 4,556 20,787
Total operating expenses . . . . . . . . . . (33,228,917) (39,496,722) (43,497,620) (20,018,816) (20,415,763)
–– 45 ––
Year ended 31 December Six months ended 30 June
RMB RMB RMB RMB RMB
(thousands) (thousands) (thousands) (thousands) (thousands)
PROFIT FROM OPERATIONS . . . 2,723,383 4,855,237 5,047,614 2,692,022 2,908,565
Exchange gain/(loss), net . . . . . . . . . 565,845 (37,143) 42,540 (14,889) (96,484)
Finance costs . . . . . . . . . . . . . . . . . (777,108) (996,796) (785,137) (449,918) (355,869)
Interest income . . . . . . . . . . . . . . . . 123,432 181,132 118,415 59,545 45,817
Investment income . . . . . . . . . . . . . . 16,307 14,953 1,298 1,160 5,528
Gains/(losses) arising from financial
assets at fair value through
profit or loss . . . . . . . . . . . . . . . . 65,263 71,135 43,101 42,583 11,817
Share of profits of an associate and
joint ventures, net of tax . . . . . . . . 287,558 178,309 218,686 95,800 68,194
Other gains and losses . . . . . . . . . . . (23,201) (23,959) (19,178) (17,260) (15,474)
PROFIT BEFORE TAX . . . . . . . . . 2,981,479 4,242,868 4,667,339 2,409,043 2,572,094
Income tax expense . . . . . . . . . . . . . (482,275) (960,240) (1,268,236) (699,395) (495,316)
PROFIT FOR THE YEAR/PERIOD 2,499,204 3,282,628 3,399,103 1,709,648 2,076,778
Attributable to:
Owners of the Company . . . . . . . . . . 2,358,697 3,013,255 3,136,992 1,592,392 1,963,844
Non-controlling interests . . . . . . . . . . 140,507 269,373 262,111 117,256 112,934
EARNINGS PER SHARE
ATTRIBUTABLE TO OWNERS
OF THE COMPANY
Basic and diluted (RMB) . . . . . . . . . 49.43 cents 63.15 cents 65.74 cents 33.37 cents 41.16 cents
–– 46 ––
Consolidated Statement of Comprehensive Income
Year ended 31 December Six months ended 30 June
RMB RMB RMB RMB RMB
(thousands) (thousands) (thousands) (thousands) (thousands)
PROFIT FOR THE YEAR/PERIOD 2,499,204 3,282,628 3,399,103 1,709,648 2,076,778
OTHER COMPREHENSIVE
INCOME
Other comprehensive income that
may be reclassified to profit or loss
in subsequent periods:
Exchange differences on translation of
financial statements of foreign
operations . . . . . . . . . . . . . . . . . . (192,861) 13,264 (13,314) 568 (2,617)
Income tax effect . . . . . . . . . . . . . . (131,517) (22,783) (20,041) (8,306) 6,435
OTHER COMPREHENSIVE
PROFIT FOR THE YEAR/
PERIOD, NET OF TAX . . . . . . . (324,378) (9,519) (33,355) (7,738) 3,818
TOTAL COMPREHENSIVE PROFIT
FOR THE YEAR/PERIOD . . . . . 2,174,826 3,273,109 3,365,748 1,701,910 2,080,596
Attributable to:
Owners of the Company . . . . . . . . . . 2,016,926 3,000,023 3,100,053 1,583,184 1,968,327
Non-controlling interests . . . . . . . . . . 157,900 273,086 265,695 118,726 112,269
–– 47 ––
Consolidated Statement of Financial Position
As at 31 December As at 30 June
RMB RMB RMB RMB
(thousands) (thousands) (thousands) (thousands)
NON-CURRENT ASSETS
Property, plant and equipment . . . . . . . . . . . . 44,148,190 48,928,386 50,459,844 49,671,908
Right-of-use assets . . . . . . . . . . . . . . . . . . . . 1,194,078 1,301,420 1,447,774 1,820,529
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . – – – –
Other intangible assets . . . . . . . . . . . . . . . . . 151,678 155,710 210,865 184,895
MultiClient library . . . . . . . . . . . . . . . . . . . . 216,100 131,804 72,082 44,584
Investments in an associate and joint ventures . . 988,381 1,064,203 1,194,040 1,208,842
Contract costs . . . . . . . . . . . . . . . . . . . . . . . 496,813 919,172 630,094 555,767
Financial assets at fair value through
profit or loss . . . . . . . . . . . . . . . . . . . . . . – – – –
Other non-current assets . . . . . . . . . . . . . . . . 1,829,173 415,926 238,234 254,798
Deferred tax assets . . . . . . . . . . . . . . . . . . . . 26,636 59,111 28,543 95,034
Total non-current assets . . . . . . . . . . . . . . . . . 49,051,049 52,975,732 54,281,476 53,836,357
CURRENT ASSETS
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . 2,528,806 2,339,628 2,154,270 2,452,390
Prepayments, deposits and other receivables . . . 280,734 202,770 285,816 309,616
Accounts receivable . . . . . . . . . . . . . . . . . . . 14,175,184 14,125,168 14,062,653 19,469,176
Notes receivable . . . . . . . . . . . . . . . . . . . . . 22,759 115,940 50,987 5,787
Receivables at fair value through other
comprehensive income . . . . . . . . . . . . . . . . 8,200 351,950 156,397 97,648
Financial assets at fair value through
profit or loss . . . . . . . . . . . . . . . . . . . . . . 5,106,036 4,501,296 5,500,549 –
Contract assets . . . . . . . . . . . . . . . . . . . . . . . 47,971 53,700 70,917 6,445
Contract costs . . . . . . . . . . . . . . . . . . . . . . . 47,411 30,550 142,224 377
Other current assets . . . . . . . . . . . . . . . . . . . 1,771,338 333,864 268,244 575,498
Pledged deposits . . . . . . . . . . . . . . . . . . . . . 10,976 11,291 8,119 11,862
Time deposits . . . . . . . . . . . . . . . . . . . . . . . 548,535 2,226,439 542,239 101,247
Cash and cash equivalents . . . . . . . . . . . . . . . 3,561,740 5,977,506 5,423,772 7,107,977
Total current assets . . . . . . . . . . . . . . . . . . . . 28,109,690 30,270,102 28,666,187 30,138,023
CURRENT LIABILITIES
Trade and other payables . . . . . . . . . . . . . . . . 11,629,065 14,339,226 16,419,654 15,243,755
Notes payable . . . . . . . . . . . . . . . . . . . . . . . 11,866 7,309 – –
Salary and bonus payables . . . . . . . . . . . . . . . 1,033,179 1,040,432 936,994 1,479,908
Tax payable . . . . . . . . . . . . . . . . . . . . . . . . 94,937 454,377 453,825 603,853
Loans from a related party . . . . . . . . . . . . . . . 2,437,610 2,478,945 2,515,940 2,577,796
Interest-bearing bank borrowings . . . . . . . . . . . 3,515,710 2,965,515 18,267 2,892,778
Long-term bonds . . . . . . . . . . . . . . . . . . . . . 872,231 140,744 7,327,272 6,658,880
Lease liabilities . . . . . . . . . . . . . . . . . . . . . . 437,193 304,968 468,144 671,138
Contract liabilities . . . . . . . . . . . . . . . . . . . . 759,723 1,207,351 1,046,520 745,251
Other current liabilities . . . . . . . . . . . . . . . . . 500,387 425,762 416,303 783,611
Total current liabilities . . . . . . . . . . . . . . . . . 21,291,901 23,364,629 29,602,919 31,656,970
NET CURRENT ASSETS . . . . . . . . . . . . . . 6,817,789 6,905,473 (936,732) (1,518,947)
–– 48 ––
As at 31 December As at 30 June
RMB RMB RMB RMB
(thousands) (thousands) (thousands) (thousands)
TOTAL ASSETS LESS
CURRENT LIABILITIES . . . . . . . . . . . . . 55,868,838 59,881,205 53,344,744 52,317,410
NON-CURRENT LIABILITIES
Deferred tax liabilities . . . . . . . . . . . . . . . . . . 244,516 387,709 277,627 34,986
Loans from related parties . . . . . . . . . . . . . . . 2,196,259 2,648,996 1,529,370 2,627,929
Interest-bearing bank borrowings . . . . . . . . . . . 168,994 157,396 145,425 139,244
Long-term bonds . . . . . . . . . . . . . . . . . . . . . 12,021,878 12,182,776 5,142,559 2,136,446
Lease liabilities . . . . . . . . . . . . . . . . . . . . . . 569,593 742,220 756,123 1,045,353
Contract liabilities . . . . . . . . . . . . . . . . . . . . 458,722 1,292,800 669,796 499,524
Deferred income . . . . . . . . . . . . . . . . . . . . . 204,579 186,332 209,715 212,897
Employee benefit liabilities . . . . . . . . . . . . . . 7,587 15,440 23,925 26,661
Other non-current liabilities . . . . . . . . . . . . . . 20,743 11,430 165,668 165,028
Total non-current liabilities . . . . . . . . . . . . . . 15,892,871 17,625,099 8,920,208 6,888,068
Net assets . . . . . . . . . . . . . . . . . . . . . . . . . . 39,975,967 42,256,106 44,424,536 45,429,342
EQUITY
Equity attributable to owners of the Company
Issued capital . . . . . . . . . . . . . . . . . . . . . . . 4,771,592 4,771,592 4,771,592 4,771,592
Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,637,573 36,871,427 39,025,570 39,929,791
Non-controlling interests . . . . . . . . . . . . . . . . 566,802 613,087 627,374 727,959
–– 49 ––
Consolidated Statement of Cash Flows
Year ended 31 December
RMB RMB RMB
(thousands) (thousands) (thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Cash generated from operations . . . . . . . . . . . . . . . . 7,739,497 13,594,475 12,193,349
Taxes paid:
Chinese Mainland corporate income tax paid . . . . . . . (643,639) (246,713) (1,013,639)
Overseas income taxes paid . . . . . . . . . . . . . . . . . . (196,972) (256,016) (195,033)
Net cash flows generated from operating activities . . . 6,898,886 13,091,746 10,984,677
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment and other
long-term assets . . . . . . . . . . . . . . . . . . . . . . . . (4,136,266) (9,294,351) (6,006,902)
Investment in Multiclient library . . . . . . . . . . . . . . . (216) – –
Government grant received . . . . . . . . . . . . . . . . . . . 1,000 4,158 31,949
Purchase of floating rate investments in corporate
wealth management products, monetary funds, debt
instrument and time deposits . . . . . . . . . . . . . . . . (7,553,024) (4,950,000) (7,940,000)
Proceeds from disposal/maturity of floating rate
investments in corporate wealth management products
and monetary funds . . . . . . . . . . . . . . . . . . . . . . 7,329,466 6,640,751 8,672,563
Proceeds from disposal of property,
plant and equipment . . . . . . . . . . . . . . . . . . . . . . 32,724 101,691 15,957
Disposal of a joint venture . . . . . . . . . . . . . . . . . . . 6,524 2,862 –
Acquisition of subsidiaries . . . . . . . . . . . . . . . . . . . 345,840 – –
Purchase of non-controlling shareholder equity shares . – (4,763) –
Interest received . . . . . . . . . . . . . . . . . . . . . . . . . . 63,527 119,575 116,455
Dividends received from joint ventures and an associate 183,590 102,288 89,294
Deposits paid for acquisition of property,
plant and equipment . . . . . . . . . . . . . . . . . . . . . . (5,803) (179,412) (24,158)
Net cash flows used in investing activities . . . . . . . . (3,732,638) (7,457,201) (5,044,842)
CASH FLOWS FROM FINANCING ACTIVITIES
New bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . 3,383,860 3,085,256 –
New loans from related parties . . . . . . . . . . . . . . . . 2,133,599 408,711 –
Repayment of bank loans and loans from related parties (18,200) (3,675,994) (4,093,966)
Repayment of long-term bonds . . . . . . . . . . . . . . . . (8,294,900) (728,618) –
Repayment of lease liabilities . . . . . . . . . . . . . . . . . (372,290) (471,772) (455,096)
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . (865,739) (953,455) (1,190,534)
Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (834,277) (947,961) (724,983)
Net cash flows used in financing activities . . . . . . . . (4,867,947) (3,283,833) (6,464,579)
NET (DECREASE)/INCREASE IN
CASH AND CASH EQUIVALENTS . . . . . . . . . (1,701,699) 2,350,712 (524,744)
Cash and cash equivalents at beginning of year . . . . . 5,006,389 3,561,740 5,977,506
Effect of foreign exchange rate changes, net . . . . . . . 257,050 65,054 (28,990)
CASH AND CASH EQUIVALENTS
AT END OF YEAR . . . . . . . . . . . . . . . . . . . . . 3,561,740 5,977,506 5,423,772
–– 50 ––
Year ended 31 December
RMB RMB RMB
(thousands) (thousands) (thousands)
ANALYSIS OF BALANCES OF
CASH AND CASH EQUIVALENTS
Cash and balances with banks and financial institutions 4,121,251 8,215,236 5,974,130
Less: Pledged deposits . . . . . . . . . . . . . . . . . . . . . . (10,976) (11,291) (8,119)
Time deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . (548,535) (2,226,439) (542,239)
Cash and cash equivalents as stated in the consolidated
statement of cash flows . . . . . . . . . . . . . . . . . . . 3,561,740 5,977,506 5,423,772
Six months ended 30 June
RMB RMB
(thousands) (thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash flows generated from operating activities . . . . . . . . . . . . . . 1,714,195 (494,737)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment and other long-term assets . (2,336,784) (2,451,531)
Government grant received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 327 –
Purchase of floating rate investments in corporate wealth management
products, monetary funds, debt instrument and time deposits . . . . . . (2,440,000) –
Proceeds from disposal/maturity of floating rate investments in corporate
wealth management products and monetary funds . . . . . . . . . . . . . 8,167,334 5,960,411
Proceeds from disposal of property, plant and equipment . . . . . . . . . . 15,579 108
Interest received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,489 45,332
Dividends received from joint ventures and an associate . . . . . . . . . . 25,294 53,384
Deposits paid for acquisition of property, plant and equipment . . . . . . (100,556) –
Net cash flows used in investing activities . . . . . . . . . . . . . . . . . . . 3,389,683 3,607,704
CASH FLOWS FROM FINANCING ACTIVITIES
New bank loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . – 2,870,000
New loans from related parties . . . . . . . . . . . . . . . . . . . . . . . . . . . – 1,095,989
Repayment of bank loans and loans from related parties . . . . . . . . . . (1,270,702) (9,100)
Repayment of long-term bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . – (3,586,375)
Repayment of lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . (196,700) (291,446)
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,078,534) (1,214,329)
Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (475,858) (284,020)
Net cash flows used in financing activities . . . . . . . . . . . . . . . . . . . (3,021,794) (1,419,281)
NET (DECREASE)/INCREASE IN
CASH AND CASH EQUIVALENTS . . . . . . . . . . . . . . . . . . . . . 2,082,084 1,693,686
Cash and cash equivalents at beginning of year . . . . . . . . . . . . . . . . 5,977,506 5,423,772
Effect of foreign exchange rate changes, net . . . . . . . . . . . . . . . . . . (22,137) (9,481)
ANALYSIS OF BALANCES OF
CASH AND CASH EQUIVALENTS
Cash and cash equivalents as stated in the consolidated
statement of cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,037,453 7,107,977
–– 51 ––
Other Financial Data
Year ended 31 December Six months ended 30 June
Other Financial Data
EBITDA(1) (million RMB) . . . . . . . . 8,883.4 10,916.9 11,762.1 5,893.5 6,476.1
EBITDA Margin(2) . . . . . . . . . . . . . 24.9% 24.8% 24.4% 26.2% 27.8%
Total debt(3) (million RMB) . . . . . . . 21,212.7 20,574.4 16,678.9 19,339.8 17,033.0
Net debt(4) (million RMB) . . . . . . . . 9,369.2 7,857.9 5,204.3 10,193.3 9,811.9
Total debt/EBITDA . . . . . . . . . . . . . 2.4 1.9 1.4 3.3 2.6
Net debt/EBITDA . . . . . . . . . . . . . . 1.1 0.7 0.4 1.7 1.5
EBITDA/Finance costs(5) . . . . . . . . . 11.4 11.0 15.0 13.1 18.2
Total debt/Total capitalisation(6) . . . . . 34.7% 32.7% 27.3% 31.7% 27.3%
Notes:
(1) EBITDA for any period is calculated as profit for the year adjusted for income tax expense, total interests included in
finance cost, interest capitalised, bank charges included in finance cost, impairment of property, plant and equipment,
impairment losses of accounts receivable and other receivables (net of reversal), wrote-down and reserved write-down
of inventory, depreciation of property, plant and equipment and amortisation of intangible assets and depreciation of
right-of-use assets. EBITDA should not be viewed as an alternative measure of operating results or cash flows from
operating activities as determined in accordance with HKFRSs or U.S. GAAP. EBITDA has been included because it is
widely used as a financial measure of the potential capacity of a company to incur and service debt. EBITDA is not a
standard measure under HKFRSs or U.S. GAAP. The Company has included EBITDA because the Company believes it
is a financial measure commonly used in the offshore oilfield services industry. Since the industry is capital intensive,
capital expenditures for construction and purchase of equipment and levels of debt and interest expenses may have a
significant impact on companies with similar operating results. EBITDA should not be considered in isolation or
construed as an alternative to operating income, operating cash flows or any other measure of performance or as an
indicator of operating performance, liquidity, profitability or cash flows generated by operating, investing and financing
activities. EBITDA fails to account for taxes, interest expense and other non-operating cash expenses. EBITDA does
not consider any functional or legal requirements of the business that may require the Company to conserve and
allocate funds for purposes other than debt service or funding of exploration and development activities. EBITDA
measures presented in this Offering Circular may not be comparable to other similarly titled measures of other
companies.
(2) EBITDA margin is calculated as EBITDA divided by total revenue.
(3) Total debt consists of all short-term interest-bearing bank borrowings, loans from a related party, long-term interest
bearing bank borrowings, long-term bonds due within one year and the remaining portion of long-term bonds.
(4) Net debt is calculated as total debt minus debt instrument at amortised cost, cash and cash equivalents, pledged
deposits, investments in floating rate corporate wealth management products, investments in fixed rate corporate wealth
management products and investments in liquidity funds.
(5) Finance costs include interest on bank borrowings and long-term bonds plus other finance costs as set out in the
Company’s audited consolidated financial statements included elsewhere in this Offering Circular.
(6) Total capitalisation equals total debt plus total equity.
–– 52 ––
The following table reconciles the Company’s profit for the year under HKFRSs to the definitions of
EBITDA for the periods indicated:
Year ended 31 December Six months ended 30 June
RMB RMB RMB RMB RMB
(millions) (millions) (millions) (millions) (millions)
Other Financial Data
Profit for the year . . . . . . . . . . . . . . . . . 2,499.2 3,282.6 3,399.1 1,709.6 2,076.8
Income tax expense . . . . . . . . . . . . . . . . (482.3) (960.2) (1,268.2) (699.4) (495.3)
Total interests included in finance cost . . . (763.6) (969.4) (759.9) (437.6) (344.9)
Interest capitalised . . . . . . . . . . . . . . . . . – – – – –
Bank charges included in finance cost . . . . (13.5) (27.4) (24.9) (12.3) (10.9)
Impairment of property, plant and equipment (30.2) – – – (82.0)
Impairment losses of accounts receivable and
other receivables, net of reversal . . . . . . (49.4) (56.6) 6.1 4.6 20.8
Wrote-down and reversed write-down
of inventory . . . . . . . . . . . . . . . . . . . . 7.5 (10.1) 18.6 (3.5) (5.4)
Depreciation of property, plant and
equipment and amortisation of intangible
assets and MultiClient library . . . . . . . . (4,685.6) (5,195.3) (5,789.4) (2,837.4) (3,123.5)
Depreciation of right-of-use assets . . . . . . (367.1) (415.3) (545.3) (198.3) (358.1)
EBITDA . . . . . . . . . . . . . . . . . . . . . . . 8,883.4 10,916.9 11,762.1 5,893.5 6,476.1
–– 53 ––
THE ISSUER
The Issuer is an indirect wholly owned subsidiary of the Company and was incorporated as a Singapore
private company limited by shares on 29 October 2009 in Singapore under the Companies Act 1967 of
Singapore. On 16 June 2015, the Issuer was converted to a public company limited by shares. The Issuer’s
registration number is 200920232R. As at the date of the Offering Circular, its registered office is located at
For so long as any Notes are outstanding, the Issuer will not conduct business or any other activities other
than to finance the business operations of the Company or one or more companies controlled by the
Company through the offering, sale or issuance of securities and borrowings of indebtedness and holding of
the proceeds thereof or investing in or lending of the proceeds thereof to the Company or a company
controlled by the Company and any other activities in connection therewith. The Issuer’s primary purpose is
to act as one of the Company’s financing subsidiaries to issue the Notes. As at the date of this Offering
Circular, the Issuer has no material assets or revenues other than the amounts due to it from the Company or
such company controlled by the Company outside the PRC, in respect of such intercompany loans. As the
amount of interest and related financing income that the Issuer has received from its on-lending to other
members of the Group has been less than its financing costs, the Issuer recorded net liabilities as at 31
December 2022, 2023 and 2024. In this regard, the Company has entered into a letter of financial support
where it has undertaken to provide continual financial support to the borrowers of the intercompany loans in
order that they are able to repay any and all amounts outstanding to the Issuer under the intercompany loans
as and when required. This is in addition to the Company providing the guarantees in respect of the Issuer’s
offshore debt securities. In the opinion of the directors of the Issuer, with such continued financial support
from the Company, there are reasonable grounds to believe that the Issuer will be able to pay all of its debt
as and when they fall due. Also see “Risk Factor – Risks relating to the Notes and the Guarantee – The
Issuer has limited financial resources” and audited financial statements of the Issuer included elsewhere in
this Offering Circular.
As at the date of the Offering Circular, the directors of the Issuer are Chen Yiran, Wang Qian and Zhang
Yan and the issued and paid up share capital of the Issuer is S$2.00, comprising two ordinary shares.
As at the date of the Offering Circular, the Issuer had no subsidiaries.
–– 54 ––
THE GUARANTOR
The Company unconditionally and irrevocably guarantees the obligations under the Notes. The Company’s
legal and commercial name is China Oilfield Services Limited ( 中海油田服務股份有限公司 ). The
Company was registered on 26 September 2002 in the PRC, as a joint stock limited company. Its unified
social credit code is 9112011671092921XD. Its business address is 201 Haiyou Avenue, Yanjiao Economic
& Technological Development Zone, Sanhe City, Hebei Province, 065201, and its telephone number is +86-
listed on Shanghai Stock Exchange.
CNOOC directly owned or controlled an aggregate of approximately 50.86% of the Company’s shares as at
electing the Company’s directors and voting to amend its articles of association. Although CNOOC has
retained a controlling interest in the Company, the management of the Company’s business will be the
Company’s directors’ responsibility.
–– 55 ––
BUSINESS OF THE GROUP
Overview
The Company, listed on the Hong Kong Stock Exchange (HK stock code: 02883) and Shanghai Stock
Exchange (Shanghai stock code: 601808), is one of the leading integrated oilfield services providers in the world.
The Company provides comprehensive services for the exploration, development and production of oil and
gas, including geophysical acquisition and surveying services, drilling services, well services, marine support
services and integrated solution and new energy services, and also offers one-stop solution and general
contracting service. The Company provides integrated oilfield services overseas, including in Asia Pacific,
Middle East, Americas, Europe and Africa.
The Company operates and manages the largest offshore operation fleet with the most comprehensive
functions in China. As at 30 June 2025, the Company owned and/or operated a fleet of offshore oilfield
services facilities globally, comprising 60 drilling rigs (of which 46 are jack-up drilling rigs, and 14 are
semi-submersible drilling rigs), over 200 vessels including AHTS vessels, platform supply vessels and
standby vessels, five towing streamer seismic vessels, five ocean bottom seismic vessels and four integrated
marine survey and geotechnical vessels, as well as a vast array of modern facilities and equipment for
logging, drilling fluids, directional drilling, cementing and well work-over services.
Capitalising on its long-term relationships with clients and its capacity to offer comprehensive services, the
Company has maintained a dominant market position in offshore China and has expanded overseas by
offering integrated services and services that may be tailored to accommodate clients’ needs. For the years
ended 31 December 2022, 2023 and 2024, and for the six months ended 30 June 2024 and 2025, revenue
sourced outside China represented approximately 17.6%, 21.5%, 22.5%, 24.6% and 23.7%, respectively, of
the Company’s total revenue.
The Company was registered on 26 September 2002 in the PRC, as a joint stock limited company, through
the restructuring of various subsidiaries of CNOOC. As at 30 June 2025, CNOOC was the Company’s
controlling shareholder and beneficially owned approximately 50.86% of the Company’s issued share
capital. CNOOC was established in 1982 by the PRC government as a state-owned offshore petroleum
company and is owned and controlled by the SASAC, in which 90% of the equity interest is held by the
SASAC and 10% of the equity interest is held by the NSSF. CNOOC’s core business is offshore oil and gas
exploration and production. The Company’s H shares were listed on the main board of the Hong Kong Stock
Exchange on 20 November 2002 (stock code: 02883) and the Company’s A shares were listed on the main
board of the Shanghai Stock Exchange on 28 September 2007 (stock code: 601808).
The Company’s largest customer is CNOOC Limited, the largest producer of offshore crude oil and natural
gas in China. CNOOC holds exclusive right from the PRC government to enter into PSCs with foreign
partners relating to petroleum resources exploitation in offshore China. CNOOC assigned CNOOC Limited
all of its rights and obligations under then-existing PSCs in 1999 and has undertaken to assign CNOOC
Limited its future PSCs with the exception of those relating to CNOOC’s administrative functions. The
Company also regularly enters into transactions with other members of the CNOOC Group. For the years
ended 31 December 2022, 2023 and 2024, and for the six months ended 30 June 2024 and 2025, revenue
derived from CNOOC Group (excluding CNOOC Limited and its subsidiaries) represented 2.1%, 1.4%,
subsidiaries represented approximately 81.2%, 80.6%, 77.4%, 76.7% and 76.9%, respectively, of the
Company’s revenue for the same periods.
For the years ended 31 December 2022, 2023 and 2024 and for the six months ended 30 June 2024 and
RMB48,301.6 million, RMB22,528.5 million and RMB23,320.3 million, respectively, and the Company’s
–– 56 ––
profit for the years ended 31 December 2022, 2023 and 2024 and for the six months ended 30 June 2024 and
million and RMB2,076.8 million, respectively.
The following chart outlines the Company’s group structure containing its material subsidiaries as at 30 June
China Oilfield Services Limited
( )
(the “Guarantor”)
COSL Deepwater Tianjin Eco-friendly
COSL Hainan Ltd.
Technology Co., Ltd. Technology Co., Ltd.
Onshore
Offshore
COSL Hong Kong China Oilfield
COSL America
International Services (BVI)
Inc
Limited Limited
COSL Singapore China Oilfield
COSL Drilling COSL Middle East
Ltd Services Southeast
Pan Pacific Ltd. FZE
Asia (BVI) Ltd
COSL
COSL Oil- COSL PT COSL
Drilling P an-
Tech Singapore Samudra Norwegian
Pacific
(Singapore) Capital Ltd. Timur AS
(Labuan )
LTD (the “Issuer”) Santosa
Ltd
Competitive Strengths
The Company has a unique integrated business model offering services that cover the entire value chain
of the offshore oilfield services industry
The Company offers a wide range of oilfield services through four main business segments, namely drilling
services, well services, marine support services, geophysical acquisition and surveying services segments.
The Company’s high-quality services cover the entire oilfield life cycle and the full value chain of the
oilfield services industry, from exploring for oil and gas deposits and acquiring and processing geological
data to drilling, well completion and to supporting oil and gas production activities, such as offshore marine
support. For each sector in which the Company’s individual business segment operates, the Company has
established a leading market position in offshore China, and the Company believes it is well-positioned to
capture business opportunities in overseas markets. The Company’s integrated operation model allows it to
–– 57 ––
enjoy the synergies among its business segments and cross-sell its services. Clients can also benefit from the
Company’s integrated business model by receiving packaged services and products without negotiating with
or coordinating with multiple providers. As part of its integrated business model, the Company is reducing
capital intensity by actively growing its well services business and raising technical thresholds and
competitiveness in the offshore oilfield services industry. The Company has built an integrated business
model that mitigates industry cyclicality and has developed integrated project management capability to
offer clients a “one-stop” service. The Company’s integrated project management programme, or IPM
programme, packages and customises the Company’s various services and products to meet customers’
specific requirements. The Company manages its drilling turnkey contracts under its IPM programme, which
typically includes the Company’s drilling, well services and marine support services. The Company believes
this also allows it to achieve cost savings and accumulate in-depth knowledge of the geological conditions of
the basins in which it operates and the operating specifications of relevant projects in such basins, compared
to competitors who operate in narrower business lines.
In addition, by offering comprehensive services involving the entire oilfield life cycle and the full value
chain of the oilfield services industry, the Company is also able to diversify its revenue streams and reduce
its exposure to risks associated with fluctuation of demand in any single service segment attributable to the
exploration and development cycles. The Company believes its integrated business model has helped it
achieve and maintain competitiveness in the offshore oilfield services industry.
The Company has established a dominant market position in offshore China through its strategic
relationship with CNOOC and engages in diverse international operations
The Company is the largest integrated oilfield services provider with a dominant market position in offshore
China. The Company possesses the largest fleet of offshore drilling rigs and related offshore drilling and
well services equipment in China, and also operates and manages the largest offshore operation fleet with
the most comprehensive functions in China. As at 30 June 2025, the Company operated and managed a total
of 60 drilling rigs (of which 46 are jack-up drilling rigs, and 14 are semi-submersible drilling rigs). Over the
last 40 years, the Company has successfully established and maintained a long-term strategic relationship
with CNOOC Limited, a subsidiary of CNOOC and the dominant exploration and production company in
offshore China. The PRC government views its offshore oil and gas resources with strategic importance, as
the reliable supply of oil and gas is essential for its economic growth, and has implemented a number of
laws and regulations to promote the development of offshore oil production and oilfield services
technologies. In 2019, the PRC government also approved a “Seven-Year Action Plan” to encourage
exploration and production of oil and gas in China. As a result of the approval of the Seven-Year Action
Plan, major China oil and gas production companies including CNOOC, PetroChina and Sinopec have
approved their respective plans to increase capital expenditure for exploration and production. CNOOC, as
the main player in the offshore China oil and gas industry, holds exclusive right from the PRC government
to enter into PSCs with foreign partners relating to the petroleum resources exploitation in offshore China.
CNOOC assigned CNOOC Limited all of its rights and obligations under then-existing PSCs in 1999 and
has undertaken to assign CNOOC Limited its future PSCs except for those relating to CNOOC’s
administrative functions. The Company benefits from its strategic relationship with CNOOC Limited by
participating in nearly all of CNOOC’s offshore China projects and receiving support from CNOOC for the
Company’s R&D projects and financing activities. During 2023 and 2024, the Company has deeply
implemented its “Seven-Year Action Plan”, focused on new strategies and new goals, systematically
improved the reliability and stability of equipment production. The Company believes that its dominant
market position and extensive knowledge, as well as its strategic relationship with CNOOC, will enable it to
maintain its leading position in offshore China, which is one of the largest offshore oil and gas basins in
Asia.
–– 58 ––
The Company has also successfully entered into overseas oilfield services markets in regions that have large
oil and gas reserves, including Asia Pacific, Middle East, Americas, Europe and Africa. For the years ended
business outside of China represented approximately 17.6%, 21.5%, 22.5%, 24.6% and 23.7%, respectively,
of the Company’s revenue. The Company’s growth in overseas businesses was partly due to its strong
relationship with CNOOC Limited and CNOOC Limited’s overseas expansion, but also partly due to the
Company’s strengthened relationship with non-affiliated customers such as PTTEP, Saudi Aramco, Equinor,
Sinopec, PetroChina, Pertamina, Petronas and TotalEnergies, and the cost competitiveness and reliability of
services provided by the Company. The Company believes that the diversified geographic coverage of its
business further strengthens its industry position, provides exposure to new business environments and
technologies and enables it to optimise its revenue structure to mitigate risks associated with ever-changing
demands for its services and products from different geographic markets.
The Company benefits from a competitive cost structure, robust operating margins and steady cash flows
The Company’s integrated business model reduces the uncertainties surrounding the specifications of the
demanded products or services and the near future workflow for each business segment. Moreover, the
Company’s close relationship with its largest customer, CNOOC Limited, and the Company’s strategic role
within the CNOOC Group, further reduce the uncertainties related to the demand and pricing of the
Company’s services and enable it to maintain a stable utilisation rate. The Company’s calendar day
utilisation rate of its drilling rigs for the years ended 31 December 2022, 2023 and 2024 and for the six
months ended 30 June 2024 and 2025 was 78.5%, 79.9%, 78.0%, 80.8% and 91.2%, respectively.
The Company has operated in offshore China for over 40 years and is the largest integrated oilfield services
provider with a dominant market position in offshore China, enabling the Company to benefit from solid
logistics support, the economy of scale and the resulting higher margins. The Company has also maintained
prudent capital expenditure plans, cost savings initiatives and stringent working capital management policies.
For instance, the Company closely monitors the progress of its oilfield services projects to control costs and
reviews its budget plan from time to time to allow management to make timely adjustment. In addition, the
Company also maintains its competitive cost structure by applying new technologies to improve its
operational efficiency and leveraging the technologies developed by the Company’s R&D department to
reduce expenses for outsourced technologies. Furthermore, the Company has further improved its
competitiveness by entering into flexible leases for the Company’s rigs, most of which are short term
back-to-back leases under which there is no extra rent or penalty for unexpected suspension or termination
of projects. The Company also adjusts its leasing plan to changes in market conditions on a regular basis.
In addition, the PRC government authorities have designated the Company as a high and new technology
enterprise, which enjoys a 15% preferential corporate income tax rate, significantly lower than the ordinary
base and realise a robust EBITDA margin and a steady cash flow. For example, for the years ended 31
December 2022, 2023 and 2024 and for the six months ended 30 June 2024 and 2025, the Company’s
EBITDA margin was 24.9%, 24.8%, 24.4%, 26.2% and 27.8%, respectively. For the years ended 31
December 2022, 2023 and 2024 and for the six months ended 30 June 2024, net cash inflows from the
Company’s operating activities was RMB6,898.9 million, RMB13,091.7 million, RMB10,984.7 million and
RMB1,714.2 million, respectively. For the six months ended 30 June 2025, net cash outflows from the
Company’s operating activities was RMB494.7 million.
The Company has a strong R&D capability and has actively invested in updating its equipment
R&D capability and equipment and facilities with updated technologies are major competitive advantages of
the Company’s business. In line with its technology-driven strategy set out in 2021, the Company is devoted
to developing technologies through its in-house R&D teams and has established several research institutes in
–– 59 ––
China. The Company’s R&D efforts are focused on technologies related to its well services, drilling services
and geophysical acquisition and surveying services. As at 30 June 2025, the Company owned 916 valid
patents for invention, 506 valid patents for utility model and one valid design patent, and has applied to
register 1,423 patents with the China National Intellectual Property Administration. For the years ended 31
December 2022, 2023 and 2024 and for the six months ended 30 June 2024 and 2025, the Company’s R&D
expenditure amounted to RMB1.3 billion, RMB1.6 billion, RMB1.8 billion, RMB0.8 billion and RMB0.8
billion, respectively. Through its research institutes, the Company has developed and commercialised a
number of advanced technologies. For instance, in terms of exploration technologies, “Haijing”, a complete
set of marine seismic exploration towed streamer equipment, has successfully completed the overseas
seismic exploration technical service operation in Southeast Asia, which received full recognition from
overseas markets; and the integrated core sampling and logging instrument enabled the collection of gas,
liquid, and solid samples for oil and gas exploration in a single operation. The large-scale application
capability of the “Xuanji” system has been continuously enhanced, and the full-scale downhole instrument
has the capability of “rotary steerable system + edge exploration + four lines + autonomous high-speed
pulse”. Also, the “Haihong” well completion system has been successfully applied in domestic offshore
oilfields for over 8,000 well times, realizing the large-scale applications of a full series of software, tools
and experimental detection platforms, and effectively improving the autonomy level of China’s offshore well
completion industry. In addition, the “Haiheng” drilling fluid system is a core technology for oil and gas
drilling and completion engineering. Currently, it is the only drilling fluid system in the world with the
capability of maintaining stable rheological properties under a temperature differential of 190°C, effectively
ensuring safe and efficient drilling operations in complex deepwater and ultra-deepwater environments. The
“Haiheng” system has been widely applied in global deepwater and ultra-deepwater drilling projects,
successfully setting a water-depth record in the Western Pacific and providing strong technical support for
the efficient exploration and development of marine oil and gas resources.
The Company has self-developed the “Welleader” rotary steerable drilling and “Drilog” logging-while-
drilling system and presented the product in a major national science and technology achievements
exhibition in China, which was awarded the Science and Technology Special Progress Award of Tianjin in
anti-collision prevention and barrier drilling operations of first level difficulty. The Company self-developed
the first set of tow-streamer seismic acquisition equipment for marine oil and gas exploration, which has
been formally put into service in the 3D seismic acquisition operations. Also, the Company self-developed
an Enhanced Imaging System (“EIS”), which was awarded the Second Class State Science and Technology
Progress Award in 2008 by the Ministry of Science and Technology of China. In addition, the Company’s
MRCT (Maximum Diameter Rotary Sidewall Coring Tester) was awarded the first prize of Tianjin
Technological Invention in 2020. The Company has delivered multiple original R&D achievements, with
two technologies (i.e., CCUS Cementing Technology and Thru-Casing Density Logging Technology)
honored by the OTC Spotlight on New Technology Award in 2024. See “Business of the Group – Research
and Development”.
Capitalising on its intellectual properties, the Company has strengthened its technological capability and
competitiveness
The Company has invested and will continue to invest in updating and upgrading its equipment and facilities
with advanced technologies, including increasing seismic operation capacity, developing or acquiring high
specification marine support vessels and replacing older fleets with newer and highly specialised marine
support vessels. As at 30 June 2025, the Company’s drilling rig fleets had the capacity to operate in the
water at a depth of up to 10,000 feet. The total number of drilling rigs operated and managed by the
Company increased from 12 as at 31 December 2002, to 60 as at 30 June 2025, effectively managing
resources to meet market demand for drilling services and ensure the Company’s competitiveness. In
addition, the Company continues to develop its seismic operation capacity. As at 30 June 2025, the
Company owned five towing streamer seismic vessels, five ocean bottom seismic vessels and four integrated
–– 60 ––
marine survey and geotechnical vessels. The Company believes that its strong R&D capabilities and up-to-
date equipment and facilities allow it to realise higher utilisation rates with less downtime and increased
profit with higher value-added services.
The Company enjoys robust financing capability
The Company maintains a good relationship with both domestic and international commercial banks,
including China Development Bank, The Export-Import Bank of China, Bank of China, Agricultural Bank of
China, Industrial and Commercial Bank of China, China Construction Bank, Bank of Communications,
China Merchants Bank, China CITIC Bank, China Minsheng Banking Corp. Ltd., HSBC and Standard
Chartered Bank. The Company also benefits from access to diversified funding sources, including bilateral
loans, syndicated loans and the debt and equity capital markets. Relying on financing from both PRC and
international banks, the Company can utilise its resources on a global scale and receive comprehensive
support for its overseas investments and operations. As the Company is the largest integrated oilfield
services provider with a dominant market position in offshore China, the Company is rated A3 by Moody’s
and A- by Fitch, which enabled it to achieve low costs in offshore financing and further broaden its funding
channels in the international market. As at 30 June 2025, the Company had total credit facilities of
RMB43.0 billion, of which RMB37.1 billion was undrawn.
In addition, the Company has established a sound and diversified financing structure with a reasonable
composition of long-term and short-term debts and Renminbi-denominated and U.S. dollar-denominated
debts, thereby maintaining sufficient lines of credit. As at 30 June 2025, 42.3 per cent of the Company’s
total liabilities was denominated in Renminbi and 57.7 per cent of the Company’s total liabilities was
denominated in U.S. dollars. As at 30 June 2025, 28.8 per cent of the Company’s total liabilities was long-
term debt and 71.2 per cent of the Company’s total liabilities was short-term debt.
The Company has a highly experienced management team and a corporate culture that implements its
core values
The Company’s senior management team has in-depth experience in the offshore oil and gas service industry
with an average experience of more than 20 years in the energy industry and abundant experience in
working with multinational oil and gas companies, including establishing and managing several joint
ventures with foreign parties.
The Company has established a corporate culture characterised by its core values of integrity, dedication,
collaboration and self-discipline. The Company has also set up a quality, health, safety and environment
management system, which complies with international standards such as the ISO14001 environmental
management standard and the ISO45001 occupational health and safety standard and the ISO9001 quality
management standard. In order to implement these principles and systems, the Company has set up a
comprehensive internal control system supervising and managing each aspect of its operations. By virtue of
these principles and strict implementation of its internal policies, the Company has achieved a strong
reputation among its customers for quality services and high safety standards.
Business Strategies
Amidst evolving industry dynamics, the Company is comprehensively focused on five development
strategies – “technology-driven strategy”, “cost-leadership strategy”, “integration strategy”,
“internationalisation strategy”, and “regional development strategy”. Guided by a new development
philosophy, the Company is committed to a strategic transition from asset-heavy operations towards a model
that prioritises technology and asset-light approaches. With balanced emphasis on both domestic and
international markets, as well as coordinated advancement across offshore and onshore sectors, the Company
strives to enhance its professional technical services and support capabilities.
–– 61 ––
The Company is accelerating technological innovation, embracing internationalisation, exploring new energy
business opportunities, and driving digitalisation and intelligent transformation. Through these concerted
efforts, by 2030, the Company will have built a world-class energy service company with Chinese
characteristics in all respects.
Technology-driven strategy: Always focus on basic scientific exploration, applied scientific verification,
and industrial application guidance with perspective of the industry and development, so as to promote the
systematization and standardization of research and development system. The Company will continue to
enhance the core competitiveness of technology with greater determination and pragmatism and make
technology development the core engine that drives the Company’s development. The Company will also
accelerate the leapfrog advancement of major technology products from keeping pace to taking the lead, and
focus on creating a characteristic digital technology product ecosystem and service system.
Cost-leadership strategy: Reshape the cost advantage, enhance the ability of cost control and formulate its
competitiveness. The Company deeply roots the concept of creating value for customers in its value and well
integrates its business into the customer value chain. Relying on our efforts of creating added value for
customers, the Company can improve customer investment efficiency and returns.
Integration strategy: Taking comparative advantage of the Company’s complete professional chain,
increasing product categories and complete business chain, the Company re-understands, defines and
expands the meaning of integration. The Company will establish new integration model, so as to achieve
benefits and efficiency to the greatest extent. The Company will also promote the development of integrated
business of COSL and continuously provide value-added services for customers, making integrated services
as breakthrough and value-added tool for the transformation and upgrading of various traditional businesses,
so as to expand the main segment and increase market share for the Company.
Internationalisation strategy: Expand the simple market internationalization into the internationalization of
global comprehensive governance, build a world-class governance ability and further develop the space for
surviving and operating as the world-class energy service companies, in order to organically complement the
domestic market with the international market for the Company’s better development. Further, the Company
will continuously shape the “1+2+N” market pattern with “the domestic market as the solid base and
expansion to the Middle East and Southeast Asia as the two wings, which drives the benign development of
several potential overseas regions”.
Regional development strategy: Fully exploit domestic oil companies’ comparative advantages of solid
reserves management, fine reservoir engineering research and practical process technology, complemented
by an all-round, fully integrated and partially integrated business model involving exploration, development,
engineering and production, together with profitable models of service, product sales and equipment leasing,
so as to promote the balanced development of the full range of businesses in the region and the
implementation of global strategy with lower costs and risks.
Recent Developments
Overview of the results for the nine months ended 30 September 2025
For the nine months ended 30 September 2025, the Company experienced a significant increase in net profit
attributable to shareholders of the Company as compared with the same period in the preceding year mainly
due to the improved occupancy rate of the large-scale equipment of the Company and the smooth operation
of high daily-rate project of semi-submersible rigs in North Sea, which propelled the growth in profits. For
the nine months ended 30 September 2025, the Company experienced a significant decrease in net cash flow
from operating activities as compared with the same period in the preceding year mainly due to the fact that
certain business were to be settled.
–– 62 ––
Potential investors must exercise caution when using such information to evaluate our financial condition
and results of operations. Such financial information for the nine months ended 30 September 2025 should
not be taken as an indication of our expected financial condition or results of operations for the full financial
year ending 31 December 2025. See “Risk Factors – Risks Relating to the Company’s Business – Potential
investors should not place undue reliance on our unaudited and unreviewed financial information or the
discussion of material financial trends in relation to our unaudited and unreviewed financial information as
at and for the nine months ended 30 September 2025”.
Entering into the Master Services Framework Agreement
The Company has entered into the 2025 Framework Agreement with CNOOC on 29 October 2025. Pursuant
to the 2025 Framework Agreement, the Group has agreed to continue to provide the oilfield services
(including drilling services, well services, marine support services, geophysical acquisition and surveying
services and new energy business services) to the CNOOC Group, and the CNOOC Group has agreed to
continue to provide the machineries for leasing, kinetic energy, supply and transportation of materials, wharf
services, construction services, energy services, labour services, utilities and other ancillary services as well
as the leasing of certain properties to the Group for the three years ending 31 December 2026, 2027 and
Upon approval at the 2025 first extraordinary general meeting of the Company, the 2025 Framework
Agreement will be effective from 1 January 2026.
The Company’s Business
The Company, listed on the Hong Kong Stock Exchange (HK stock code: 02883) and Shanghai Stock
Exchange (Shanghai stock code: 601808), is one of the leading integrated oilfield services providers in the world.
The Company provides comprehensive services for the exploration, development and production of oil and
gas through its four main business segments, including drilling services, well services, marine support
services and geophysical acquisition and surveying services.
• Drilling services segment. This segment mainly provides offshore drilling rigs, supporting rigs, land
drilling rigs, drilling rigs management and oil casing services.
• Well services segment. This segment mainly provides comprehensive, among other things, onshore
and offshore well services, including logging, drilling and completion fluids, directional drilling,
cementing, well completion, well work-over services, oilfield waste treatment and oilfield production
stimulation services.
• Marine support services segment. This segment possesses and operates a comprehensive offshore
utility transportation fleet comprised of vessels equipped for various operations, through which the
Company provides a broad range of services.
• Geophysical acquisition and surveying services segment. This segment offers offshore seismic
acquisition, offshore seismic data acquisition, offshore geo-surveying, seismic data processing and
interpretation and fundamental construction and cable maintenance services.
The following table sets forth revenue derived from each business segment and its respective percentage of
the Company’s revenue for the years indicated:
–– 63 ––
Year ended 31 December Six months ended 30 June
RMB RMB RMB RMB RMB
(millions) % (millions) % (millions) % (millions) % (millions) %
Drilling services . . . . . . . . . . 10,346.0 29.0 12,067.5 27.4 13,206.9 27.3 6,416.8 28.5 7,238.4 31.0
Well services . . . . . . . . . . . . 19,599.7 55.0 25,757.0 58.4 27,655.4 57.3 12,829.9 56.9 12,378.1 53.1
Marine support services . . . . . 3,725.0 10.4 3,944.8 8.9 4,769.1 9.9 2,177.7 9.7 2,608.8 11.2
Geophysical acquisition and
surveying services . . . . . . . 1,988.2 5.6 2,339.3 5.3 2,670.2 5.5 1,104.1 4.9 1,095.0 4.7
Total . . . . . . . . . . . . . . . . . 35,658.9 100.0 44,108.6 100.0 48,301.6 100.0 22,528.5 100.0 23,320.3 100.0
The following table sets forth profit from operations for each business segment for the years indicated:
Year ended 31 December Six months ended 30 June
RMB RMB RMB RMB RMB
(millions) % (millions) % (millions) % (millions) % (millions) %
Drilling services . . . . . . . . . . (635.5) (23.3) 739.7 15.2 373.1 7.4 372.8 13.8 686.4 23.6
Well services . . . . . . . . . . . . 3,483.8 127.9 4,052.0 83.5 4,492.2 89.0 2,244.5 83.4 2,112.6 72.6
Marine support services . . . . . (58.8) (2.2) 38.0 0.8 107.2 2.1 101.3 3.8 158.6 5.5
Geophysical acquisition and
surveying services . . . . . . . (66.1) (2.4) 25.5 0.5 75.1 1.5 (26.6) (1.0) (49.0) (1.7)
Total . . . . . . . . . . . . . . . . . 2,723.4 100.0 4,855.2 100.0 5,047.6 100.0 2,692.0 100.0 2,908.6 100.0
Business segment
Drilling Services Segment
The Company is the largest offshore drilling contractor in China and one of the most internationally well-
known drilling contractors. Under this business segment, the Company mainly provides relevant drilling and
well completion services such as jack-up drilling rigs, semi-submersible drilling rigs and land drilling rigs.
As at 30 June 2025, the Company operated and managed a total of 60 drilling rigs (of which 46 are jack-up
drilling rigs, and 14 are semi-submersible drilling rigs). The Company’s rig fleet can drill in a range of
water depths from 15 feet to 35,000 feet. The Company offers drilling services on a stand-alone basis as
well as in conjunction with its well services, marine support services.
The Company provides drilling services both in China and overseas regions. The following table sets forth
details on the geographic locations of the Company’s drilling operations as at 30 June 2025:
–– 64 ––
As at
(units)
Drilling Rigs
China . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Overseas(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Note:
(1) These regions include Asia Pacific, Middle East, Americas and Europe.
The following table sets forth operation details for the Company’s jack-up and semi-submersible drilling rigs
for the periods indicated:
Year ended 31 December Six months ended 30 June
(days)
Operating days(1) . . . . . . . . . . . . . . . 16,727 17,726 17,502 8,961 9,906
Jack-up drilling rigs . . . . . . . . . . . 13,605 13,830 14,160 7,038 7,776
Semi-submersible drilling rigs . . . . 3,122 3,896 3,342 1,923 2,130
Available day utilisation rate(2) . . . . . 83.5% 85.2% 83.4% 85.3% 93.4%
Jack-up drilling rigs . . . . . . . . . . . 88.2% 85.9% 85.5% 85.8% 94.6%
Semi-submersible drilling rigs . . . . 67.6% 83.0% 75.6% 83.5% 89.2%
Calendar day utilisation rate(3) . . . . . . 78.5% 79.9% 78.0% 80.8% 91.2%
Jack-up drilling rigs . . . . . . . . . . . 83.3% 80.9% 81.8% 82.4% 93.4%
Semi-submersible drilling rigs . . . . 63.0% 76.2% 65.2% 75.5% 84.0%
Notes:
(1) Operating days refer to the total days when the Company’s rigs are in operation.
(2) Calculated by dividing the total number of operating days in a particular year by the total number of days of availability
in that year. The total number of days of availability is calculated by subtracting the total number of preparation days in
the year from the total number of calendar days in that year. The total number of preparation days is the total number of
days required for repair and maintenance, including upgrades.
(3) Calculated by dividing the total number of operating days in a particular year by the total number of calendar days in
that year.
The Company’s rig utilisation is affected by various factors, including market demand for the Company’s
services, the Company’s operational efficiency and the maintenance and repair time for the Company’s rigs.
The Company strives to improve and maintain its operational efficiency through upgrading the modules of
its rigs, implementing advanced management methods and utilising advanced technologies.
In the first half of 2025, the global demand for drilling rigs remained high as a whole, and the regional
market showed the differentiation characteristics of “shrinkage in North America, fluctuation in Middle East
and expansion in emerging markets”. The Company seized the opportunity of overseas market to make great
efforts to develop large-amount, long-term and high-value overseas projects, consolidated the “industrial
control” with “new breakthrough” in resource utilisation efficiency, continued to promote the construction of
–– 65 ––
“offshore equipment design and construction center” and promoted the quality improvement and upgrading
of offshore oil and gas equipment manufacturing industry. In the first half of 2025, the Company continued
to progress with its existing drilling contracts with its drilling rigs having operated for 7,776 days. In
addition, the Company’s drilling services segment realised revenue of RMB7,238.4 million for the six
months ended 30 June 2025.
The following table sets forth the average day rates of the Company’s drilling rigs for the periods indicated:
Year ended 31 December Six months ended 30 June
(ten thousand US$/day(1))
Jack-up drilling rigs . . . . . . . . . . . . . 6.9 7.4 7.5 7.4 7.0
Semi-submersible drilling rigs . . . . . . 11.4 13.3 14.3 13.4 17.1
Drilling rigs average . . . . . . . . . . . . 7.8 8.7 8.8 8.6 9.1
Note:
(1) The translation of Renminbi amounts into U.S. dollar amounts for the years ended 31 December 2022, 2023 and 2024
and for the six months ended 30 June 2024 and 2025 have been made at the rates of RMB6.9646 to US$1.00,
RMB7.0827 to US$1.00, RMB7.1884 to US$1.00, RMB7.1268 to US$1.00 and RMB7.1586 to US$1.00, respectively.
Drilling Contracts
The Company provides drilling services through (i) well-to-well contracts, where the Company provides
services for a single well or a group of separate wells or (ii) term contracts, where the Company agrees to
provide services for a specific period of time without specifying the number of wells. The Company’s well-
to-well contracts generally last for one to six months, while its term contracts generally have a contract term
of more than one year.
The Company’s drilling contracts can also be categorised into (i) fixed rate contracts or (ii) turnkey services
contracts based on pricing arrangements. Under the Company’s fixed rate contracts, the Company generally
charges its clients based on fixed daily fees or day rates. Under its turnkey drilling services contracts, the
Company typically receives a lump sum payment for drilling and drilling-related services for a specified
number of wells regardless of actual completion time and costs. For risks related with turnkey contracts, see
“Risk Factors – Risks Relating to the Company’s Business – Unexpected cost overruns and delays on the
Company’s turnkey projects could adversely affect the Company’s financial position and results of
operations”.
The Company’s customers typically pay by instalments based on the progress of the contracts. Under well-
to-well contracts, the Company is typically responsible for the operating costs of the rig, such as crew
wages, rig maintenance costs and spare parts costs. The Company’s customers generally provide for the
costs of rig towing as well as mobilisation and demobilisation costs. Customers also pay for supplemental
services, such as drilling fluids provision, cementing, casing, logging and completion services.
In general, the Company’s drilling contracts terminate if the drilling unit experiences an actual or
constructive loss and may be terminated if drilling operations are suspended for a period longer than 10 to
by giving notice and paying an early termination fee. In many cases, the Company’s customers have the
option to extend the contract.
–– 66 ––
Well Services Segment
The Company is the main provider of China offshore well services together with the provision of onshore
well services. Through the continuous input in technology research and development, advanced
technological facilities and excellent management teams, the Company provides comprehensive
professional well services, including but not limited to logging, drilling & completion fluids, directional
drilling, cementing, well completion, well workover, and stimulation.
The Company offers onshore and offshore well services in conjunction with the Company’s own drilling
operations and on a stand-alone basis. Capitalising on its continuous investment in technology research and
development, advanced technological facilities and a strong management team, the Company provides a
broad range of well services, which are primarily categorised into the following divisions:
Logging The Company provides a wide range of logging services for open-
hole and cased-hole exploration and production wells, including
electric wire-line logging and pipe convey logging.
These services use either wire or cable to lower sensors into a well
to collect and transmit data on the surrounding rock and petroleum
reservoir formations.
Drilling and completion fluids The Company offers its customers drilling fluid design services,
fluid compounds and related equipment used during operations.
Drilling fluid, or mud, lubricates the drill bit and removes cuttings
during the drilling process. Drilling fluid also controls downhole
pressure and ensures the integrity of the well bore. The Company’s
drilling fluids typically are either water or oil based and consist of
mixtures of clay and chemicals to control specific downhole
conditions.
In addition to drilling fluids, the Company provides completion
fluids, which are used to drill through petroleum reservoir rock
without damaging or clogging the surface of the formation. The
Company’s completion fluid designs use a clear brine, or metallic,
salt-based solution.
Directional drilling The Company provides a complete line of directional drilling
services, including directional, horizontal, slim hole directional and
cluster well drilling. Directional drilling technology enables the
Company to drill from various angles to reach specific reservoirs.
This technology allows the Company to reach multiple and distant
geological targets from a single surface location.
–– 67 ––
Cementing The Company supports its drilling operations by designing special
cement compounds as well as providing cement mixtures and
leasing cementing equipment. Cementing is used to support and
strengthen the casing of exploration and development wells against
downhole formation pressures and unexpected pressure kicks. The
Company bolsters the well casing by pumping cement slurries into
the space between the metal well casing and the well wall. The
Company specially designs its cement slurries to meet various well
requirements, such as density, thickening time and compression
strength.
Well completion The Company’s well completion services include casing design and
installation as well as reservoir treatments, such as sand control and
acidisation. These treatments increase the productivity and lifespan
of a production well. After installing and cementing the well
casing, the Company fractures the reservoir rock with holes, called
“fracs”, using specifically designed downhole explosives to increase
the petroleum flow rate. The Company can also treat carbonate
reservoir rock with acid solutions to dissolve drilling fluids that
have accumulated on the face of the reservoir rock.
Well work-over After a well begins production, the Company provides follow- up
maintenance and work-over services which increase the
productivity and extend the lifespan of a well. Work-overs
typically involve treating the reservoir rock with refracturing,
sand control or acidisation, and may include removing and
replacing the well casing and downhole tools. The Company
provides its work-over services on a turnkey basis and also offers
complete well work-over management programmes.
Oilfield production stimulation The Company provides certain stimulation technology services such
as acidising, fracturing, water-plugging, profile control and other
related well optimising services, enhanced oil recovery (EOR),
thermal recovery, chemical flooding, gas- drives, polymer injections
(including to artificial lift devices), nitrogen foam, gas lifts, induced
flow, coiled-tubing units (CTU), and other related technologies.
Oilfield waste treatment To ensure compliance with environmental regulations, the
Company offers a proactive approach that provides clients with a
complete line of oilfield waste management and the Company is
committed to deliver highly efficient, reliable and environment-
friendly services. The Company’s services include programme
design, cutting collection and recover, cutting injection and the
recovery of oil base drilling fluids.
The Company strives to maintain its leading position in the PRC domestic well services market and actively
explore the overseas market, with a focus on countries and regions with abundant oil and gas reserves,
including Southeast Asia and Middle East.
–– 68 ––
The Company considers advanced technology vital to the success of its well services and plans to utilise the
latest tools and technology in its operations while continuously enhancing its science and technology
research and development capabilities. For details, please see “Business of the Group – Research and
Development”.
Well Services Contracts
The Company normally enters into well-to-well or term contracts for its well services. In the domestic
market, most of the Company’s contracts are term contracts valid for one year. The Company generally wins
overseas well services contracts on a project basis through bidding. The Company also offers well services
in connection with its integrated project management programme, or IPM programme. The Company
generally tailors its well services to specific requirements from the clients, such as depth of well and nearby
geo-conditions. From time to time, the Company also enters into stand-alone turnkey contracts for its well
services.
Marine Support Services Segment
The Company operates and manages the largest offshore operation fleet with the most comprehensive
functions in China, with over 200 vessels including AHTS vessels, platform supply vessels and standby
vessels as at 30 June 2025. The Company can provide comprehensive support and services, including anchor
handling for different water level, towing of drilling rigs/engineering barges, offshore transportation, oil/gas
field standby, firefighting, rescue and oil spill assisting, for offshore oil and gas exploration, development,
construction and oil/gas field production, which can fulfill multidimensional needs of clients.
The Company also provides transportation services through utility vessels the Company owned or leased,
including transportation of platform supplies, bulk materials, fuel and water. In addition, the Company also
leases utility vessels from time to time as a complement to its marine support and transportation capacities
to meet market demands.
The Company faces increasingly intense market competition in the marine support and transportation
services market in China, as the number of vessels utilised in this market increase. Capitalising on its proven
track record of safe operations, effective integration of external resources and an experienced management
team, the Company has successfully maintained a leading position in this industry in China.
The operating days of the Company’s utility vessels are mainly determined by (i) the total vessels being
utilised and (ii) maintenance and repair days of vessels for the relevant periods. The following table sets
forth details of operating days of different types of utility vessels owned by the Company for the periods
indicated:
Year ended 31 December Six months ended 30 June
Operating days 2022 2023 2024 2024 2025
(days)
Standby vessels . . . . . . . . . . . . . . . . 11,400 11,573 11,742 5,809 8,049
AHTS vessels . . . . . . . . . . . . . . . . . 21,958 20,964 34,179 14,408 20,448
Platform supply vessels . . . . . . . . . . 16,991 18,408 24,321 10,269 11,537
Multi-purpose vessels . . . . . . . . . . . . 2,977 2,953 2,713 1,503 1,015
Work-over support barges . . . . . . . . . 1,009 1,394 1,004 542 461
Total . . . . . . . . . . . . . . . . . . . . . . . 54,335 55,292 73,959 32,531 41,510
–– 69 ––
Marine Support Services Contract
The Company’s marine support and transportation services contracts generally have a contract period of one
year. The Company’s customers generally have the rights to suspend or terminate the relevant contracts. The
Company generally charges clients for marine transportation services based on the volume of goods and
transportation distance.
Sub-contracting
Many of the Company’s marine support services are conducted through sub-contracting arrangements. The
Company’s contracts with subcontractors generally have contract terms of one year. For bareboat sub-
contracting, the Company generally provides crew members while the Company’s subcontractors provide the
vessels only.
In addition, the Company believes that it has significant flexibility to plan and execute projects, manage the
size of its operations, implement cost control initiatives, and source cost-effective subcontractors in the
development and operation of its marine support business.
Geophysical Acquisition and Surveying Services Segment
The Company is a major supplier for China offshore geophysical acquisition and surveying services and a
solid competitor and a provider of effective and high quality service in the global geophysical exploration.
As at 30 June 2025, the Company owned five towing streamer seismic vessels, five ocean bottom seismic
vessels and four integrated marine survey and geotechnical vessels. Services for clients include but not
limited to providing services of wide azimuth, broadband, high density seismic acquisition services, ocean
bottom cable and ocean bottom node multi-component seismic acquisition services, as well as integrated
offshore surveying services.
Geophysical Acquisition Services
Through its seismic vessels, the Company offers seismic services to its clients. Seismic analysis is an
exploration method which uses sound waves to map subsurface geological formations. The Company’s
seismic fleet is equipped with modern seismic and navigational equipment, and is capable of gathering both
two dimensional, or 2-D, and three dimensional, or 3-D, high resolution seismic data. 2-D seismic data is
often used in initial exploration to identify potential prospects, while 3-D seismic is reserved for analysing
specific prospects before drilling.
The details of geophysical acquisition of the Company are as follows:
Year ended 31 December Six months ended 30 June
Business 2022 2023 2024 2024 2025
(days)
Ocean Bottom Cable (km2) . . . . . . . . 1,655 1,390 593 193 260
Ocean Bottom Node (km2) . . . . . . . . 639 701 1,083 277 704
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Surveying Services
The Company offers surveying services through marine surveying vessels. The Company’s marine surveying
services include seabed topographical surveying, soil sampling, navigation, oceanographic and marine
environmental studies, soil geohazard studies, seabed earthquake studies, seabed foundation engineering and
submarine cable maintenance. After acquiring relevant data, the Company analyses the results at its onshore
laboratory and processing centre in Tianjin and Zhanjiang, China. The results of the analysis are then used to
place drilling rigs, production platform and other engineering work at seabed.
As at 30 June 2025, the Company owned four integrated marine survey and geotechnical vessels with
deepwater operation capabilities.
Geophysical Acquisition and Surveying Service Contracts
The Company normally enters into contracts for specific exploration blocks with individual customers for its
geophysical acquisition and surveying services. Timing is usually of essence in the conduct of the
Company’s obligations under these contracts. The client will usually have the right to terminate the contracts
at its sole discretion without any liability to the Company.
Sales and Marketing
Customers
The Company offers services to both domestic and overseas customers, most of which are major oil and gas
companies, such as CNOOC Limited, PTTEP, Saudi Aramco, Equinor, Sinopec, PetroChina, Pertamina,
Petronas and TotalEnergies. The Company believes that its track record of safe operation, its capacity to
offer a broad range of services and products and its advanced technology helped it establish long-term
relationships with its customers. Through years of efforts, the Company has established an extensive
business network primarily consisting of branch offices and subsidiaries, which covers China and overseas
markets, including Asia Pacific, Middle East, Americas, Europe and Africa.
The Company’s largest customer is CNOOC Limited, the largest producer of offshore crude oil and natural
gas in China. CNOOC holds exclusive right from the PRC government to enter into PSCs with foreign
partners relating to petroleum resources exploitation in offshore China. CNOOC assigned CNOOC Limited
all of its rights and obligations under then-existing PSCs in 1999 and has undertaken to assign CNOOC
Limited its future PSCs with the exception of those relating to CNOOC’s administrative functions. The
Company also regularly enters into transactions with other members of the CNOOC Group. For the years
ended 31 December 2022, 2023 and 2024 and for the six months ended 30 June 2024 and 2025, revenue
derived from CNOOC Group (excluding CNOOC Limited and its subsidiaries) represented 2.1%, 1.4%,
its subsidiaries represented approximately 81.2%, 80.6%, 77.4%, 76.7% and 76.9%, respectively, of the
Company’s total revenue for the same periods.
The Company derives a substantial portion of its revenue from sales in China, where the Company has a
leading market position in the oilfield services industry. In addition, the Company has remained committed
to implementing its strategy to expand its presence in the global market and has successfully achieved
growth in overseas markets.
The following table sets forth details of the Company’s revenue by geographic market for the periods
indicated:
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Year ended 31 December Six months ended 30 June
Revenue by geographic market 2022 2023 2024 2024 2025
RMB (millions)
Revenue sourced in the PRC . . . . . . . 29,384.4 34,638.3 37,417.0 16,975.5 17,802.1
Revenue sourced outside the PRC . . . 6,274.5 9,470.3 10,884.6 5,553.0 5,518.2
Total . . . . . . . . . . . . . . . . . . . . . . . 35,658.9 44,108.6 48,301.6 22,528.5 23,320.3
Integrated Project Management
The Company offers its customers an integrated project management programme, or IPM programme. This
programme packages and customizes the Company’s various services and products to meet customers’
specific requirements. The Company manages its drilling turnkey contracts under its IPM programme, which
typically includes the Company’s drilling, well services and marine support services.
Marketing
The Company’s International Business and Marketing Department is responsible for coordinating its PRC
and overseas marketing efforts. In line with its strategy to expand its overseas operations, the Company will
continue to strengthen its marketing efforts in various overseas regions, in particular, those areas with
abundant oil and gas reserves. Please see “Business – Overseas Business Development”.
Pricing Policy
The Company usually participates in competitive bidding for contracts. When the Company conducts
business in certain geographic markets or service areas where only a limited number of competitors operate,
the Company may also enter into contracts through negotiation under which the price is generally
determined by several factors including prevailing local market economic conditions, specifications of the
products or the services the Company provides, the volume of the business, length of the contracts, the
package of services and geographic conditions of the projects. Given CNOOC Limited’s dominant position
in the offshore China market and based on the various considerations described above, the Company has
been offering CNOOC Limited preferential rates on certain services the Company provides. These discounts
are also available to other major customers.
Overseas Business Development
Capitalizing on the Company’s long-term relationship with its clients and its capacity to offer
comprehensive services, the Company has successfully entered into oilfield services market in many
overseas regions which have abundant oil and gas resources through the following ways: (i) setting up
subsidiaries and branches at relevant geographic markets through organic growth or acquisitions; or (ii)
participating in overseas projects through public bidding or offering services to multinational companies
operating in the regions.
The Company has established subsidiaries, branches and joint ventures in overseas jurisdictions that the
Company considers strategically important for its business expansion and operations, including Middle East,
Southeast Asia, Europe, Africa, and Americas. These overseas institutions provide the Company’s customers
with convenient access to its products or services and also enable the Company to better learn the global
market trends and the needs of its international customers.
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The following are major recent developments in the Company’s overseas business:
• In Middle East, the performance of the Company’s jack-up drilling rigs achieved increasingly positive
assessment since the commencement of their operations in Saudi Arabia. Two rigs, “Oriental
Phoenix” and “Oriental Dragon”, provide services for KOC, becoming the first contractor to offer
offshore drilling services to Kuwait in four decades.
• In Canada, the Company continuously provides integrated drilling, completion and associated services
to CPNA and keeps securing new work volumes.
• In Brazil, semi-submersible drilling rig “NH8” has won the Petrobras’ project, and entered the local
offshore drilling service market for the first time.
• In Africa, the Company successfully expanded the sales of products such as “Xuanyue” and “Xuanji”,
and promote the “service+sales” model. The Company has also consistently maintained high-
efficiency operational performance in the TotalEnergies’s TL Project.
• In Europe, all four semi-submersible rigs are active in the North Sea market. High day rate contracts
have been signed with a contract term extending until 2030. The operational quality and profitability
of COSL Drilling Europe have significantly improved. In 2024, the Company commenced EOR
analysis, complementing its existing drilling service in the region.
• In Southeast Asia, the Company continuously expand new businesses in the Southeast Asian
countries. The Company has successively secured multiple projects in areas such as cementing, mud
engineering, offshore seismic acquisition, and drilling for PTTEP in Thailand, and cementing,
wireline logging and perforation, and workover services for PERTAMINA in Indonesia.
• In Americas, the Company continuously enhanced its integrated service capabilities in North
America. In South America, the Company’s drilling services entered into the implementation phase,
further enriching its local service portfolio and effectively supporting the high-quality development of
oil and gas projects.
Competition
The Company competes against domestic and international oilfield service providers operating in offshore
China and overseas regions. There was increasing competition in the offshore China oilfield services market
as this market became open to more market participants, including both multinational companies and
government-sponsored enterprises. In the offshore China market, the Company competes against local
companies that specialise in a particular market segment or regions and multinational companies that possess
technological advantages over most local companies. In overseas markets, the Company’s main competitors
are global oilfield service providers such as Halliburton Company or SLB. Many of these companies possess
significantly greater resources and operating experience than the Company does. Please see “Risk Factors –
Risks Relating to the Company’s Industry – The Company is subject to intense competition in the markets in
which the Company carries out its operations, which could limit the Company’s ability to maintain or
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increase its market share or maintain its prices at profitable levels”. The Company competes primarily on the
basis of its prices, safety record, operational capacity, equipment and technology, crew and quality of
services.
• Drilling services segment. In offshore China the drilling services market, the Company mainly
competes against domestic competitors, including associates of CNPC Group and the Sinopec Group.
Foreign drilling companies occasionally operate in the offshore China market and their rigs usually
enter the market when local drilling rigs are unavailable. In overseas drilling services markets, the
Company mainly competes against large multinational companies that operate in the relevant region.
• Well services segment. In the offshore China well services market, the Company faces competition
from domestic companies, including associates of the CNPC Group and the Sinopec Group. Large
multinational companies with strong technological capabilities are the Company’s main competitors
in this market both in offshore China and overseas regions. In recent years, the Company has self-
developed a number of advanced well service technologies, including technologies to conduct thermal
recovery of heavy oil and cement slurry for deep-water cementing, which the Company believes will
help it maintain and enhance its market position in this industry.
• Marine support services segment. In the offshore China market, the Company primarily competes
against associates of the CNPC Group and the Sinopec Group. The Company is the market leader in
offshore China market for marine support services, serving large multinational companies, including
CNOOC Limited and SK Limited. In recent years, as the number of vessels utilised in this market
increased, the competition has become more intense. Overseas markets for the Company’s marine
support services segment includes Indonesia and Australia and the Company currently possesses four
barges in Indonesia and two PSVs in Australia.
• Geophysical acquisition and surveying services segment. In offshore China market, the Company
faces competition from domestic companies and international companies. Competitors in this sector at
overseas markets are primarily foreign companies equipped with advanced technology and equipment.
The Company has successfully entered overseas markets such as Argentina and Indonesia but the
Company faces strong competition in those markets.
Suppliers
The most important raw materials and supplies used in the Company’s operations are chemicals, fuel, steel
wires, cement, drill pipes and drill collars. The Company purchases these materials and supplies primarily
from suppliers located in the PRC. The Company conducts a bidding process to determine its suppliers.
Research and Development
The Company is devoted to developing technologies through its in-house research and development team
and has established several research institutes in China. The Company’s R&D efforts are focused on
technologies related to its well services, drilling services and geophysical acquisition and surveying services.
In 2024, the Company invested RMB1.8 billion into technology development and undertook 197 scientific
research programmes at all levels. In the first half of 2025, the Company invested RMB0.8 billion into
technology development and undertook 267 scientific research programmes at all levels. The Company was
granted 131 patents during 2024, of which 98 patents were invention patents, and was granted 103 patents
during the first half of 2025, of which 95 patents were invention patents. The Company’s efforts have
resulted in breakthroughs and material achievements in many areas, and have commercialised a number of
advanced technologies that the Company developed. For example, the Company’s MRCT (Maximum
Diameter Rotary Sidewall Coring Tester) was awarded the first prize of Tian Technological Invention in
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In 2011, the Company was certified as a high and new technology enterprise by relevant PRC authorities at
the Tianjin Municipal level. The Company has applied to renew its certification in 2014, 2017 and 2020 and
each of the renewal applications has been approved. The Company’s renewed High and New Technology
Certificate is effective for a period of three years from 2023 to 2025.
The Company’s major research and development achievements in recent years include the following
projects:
• Self-development of “Welleader” rotary steerable drilling and “Drilog” logging-while-drilling system,
which has been applied in large-scale industrial applications, and successfully completed the offshore
• Self-development of ESCOOL, a high temperature and high speed image well logging system with a
maximum working temperature of 235°C and a fibre data transfer speed of 1Mbps.
• Self-development of a marine seismic acquisition system characterised with high precision and small
trace spacing.
• Self-development of a set of comprehensive technologies to conduct thermal recovery of heavy oil,
which has been implemented in many offshore projects in China.
• Self-development of well completion tools that successfully passed the HTHP tests.
• Self-development of HTO-Drill, an oil-based high temperature and high density drilling fluid system.
• The self-developed cement slurry for deep-water cementing successfully passed an on-site deep-
water test, indicating that the Company possesses the capability of carrying out deep-water
cementing.
• The Company has made breakthroughs in updating and developing advanced self-elevation drilling
platform technologies through its in-house research and development team.
• The self-developed “Haimai” was selected in the fourth batch list of the first major technical
equipment in the energy field in China, which played an important role in the reserve and production
output improvement of oil and gas resources in China and provided a solid guarantee for safeguarding
national energy security.
• “Haijing”, a complete set of marine seismic exploration towed streamer equipment, has successfully
completed the overseas seismic exploration technical service operation in Southeast Asia, which
received full recognition from overseas markets.
• The large-scale application capability of the “Xuanji” system has been continuously enhanced, and
the full-scale downhole instrument has the capability of “rotary steerable system + edge exploration +
four lines + autonomous high-speed pulse”.
• The “Haihong” well completion system has been successfully applied in domestic offshore oilfields
for over 8,000 well times, realizing the large-scale applications of a full series of software, tools and
experimental detection platforms, and effectively improving the autonomy level of China’s offshore
well completion industry.
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• The “Haiheng” drilling fluid system is a core technology for oil and gas drilling and completion
engineering. Currently, it is the only drilling fluid system in the world with the capability of
maintaining stable rheological properties under a temperature differential of 190°C, effectively
ensuring safe and efficient drilling operations in complex deepwater and ultra-deepwater
environments. The “Haiheng” system has been widely applied in global deepwater and ultra-
deepwater drilling projects, successfully setting a water-depth record in the Western Pacific and
providing strong technical support for the efficient exploration and development of marine oil and gas
resources.
As at 30 June 2025, the Company’s research and development team consisted of 1,777 employees, 882 of
whom held a master’s degree or above.
Intellectual Properties
The Company’s patents, trademarks, service marks, copyrights, licences and various know-how and trade
secrets protect its proprietary technology. As at 30 June 2025, the Company owned 268 trademarks with 23
overseas trademarks.
As at 30 June 2025, the Company owned 916 valid patents for invention and 506 valid patents for utility
model. The Company’s intellectual property rights collectively represent a material business asset. However,
the Company does not believe that any individual intellectual property right or related group of intellectual
property rights is of such importance that its expiration or termination would materially affect the
Company’s business.
Quality, Health, Safety and Environmental Protection
The Company has implemented a quality, health, safety and environment management system, which is
similar to that employed by other international oilfield service companies. Under this management system,
the Company closely monitors and records health and safety incidents and promptly reports them to
government agencies and organisations.
The Company has adopted the ISO9001 quality management standard in regards to offshore drilling
services. The Company has also adopted the ISO14001 environmental management standard and the
ISO45001 occupational health and safety standard.
The Company treats environmental protection with high importance and considers it crucial for the
sustainable development of its operations. The Company has strictly abided by international conventions,
international and domestic laws and regulations and various requirements concerning environmental
protection. The Company has strengthened its recycling of pollutants, strictly controlled emissions and has
endeavours to minimise damage to the environment.
The Company’s operations are subject to the hazards and risks inherent in the exploration, drilling and
production of oil and gas, including fires, explosions, encountering formations with abnormal pressures,
blowouts, cratering and natural disasters, any of which can result in loss of hydrocarbons, environmental
pollutions and damages to the Company’s properties or equipment. In addition, certain of the Company’s
operations are located in areas that are subject to tropical weather disturbances such as typhoons, some of
which can be severe enough to cause substantial damage to facilities and interrupt production. The Company
may also encounter business interruptions caused by political disturbance in the areas in which the Company
operates.
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Insurance
As part of the protection against operating hazards, the Company maintains insurance coverage on its
properties and equipment, including rigs, vessels, other machinery and supplies. The Company maintains
different types of insurance policies, including insurance for liabilities, property all risks insurance, hull
insurance, insurance for vessels under construction, overseas medical services insurance, accident insurance
and mandatory social security insurance for its employees.
The Company also purchases third-party liability insurance policies to cover (i) claims made against it by or
on behalf of individuals who are not Company employees in the event of personal injury or death and (ii)
legal liabilities for environmental damages resulting from the Company’s onshore or offshore activities,
including oil spills.
In addition, our long-term cooperation strategy enables the Company to maintain insurance coverage at
favourable rates and reduce costs. The Company believes that its level of insurance is adequate and
customary for the PRC oilfield services industry and international practises. However, the Company may not
have sufficient coverage for some of the risks the Company faces, either because insurance is not available
or because of high premium costs. For instance, the Company’s insurance does not cover internal
disturbances, business interruption, expropriation or nationalisation. In addition, pollution and similar
environmental risks generally are not fully insurable and the Company may be liable for oil spills, the costs
of controlling a wild well, well loss or damage and similar matters. Losses and liabilities arising from
uninsured or underinsured events could have a material impact on the Company’s results of operations.
Please see “Risk Factors – Risks Relating to the Company’s Business – The Company’s businesses are
subject to risks related to extreme weather, operational risks and other hazardous conditions that may not be
fully covered by its insurance policies”.
Properties
The Company’s headquarters are located in 201 Haiyou Avenue, Yanjiao Economic & Technological
Development Zone, Sanhe City, Hebei Province, PRC. As at the date of this Offering Circular, the Company
was not involved in any material litigation or disputes regarding its use of the leased buildings.
Employees and Employee Benefits
As at 30 June 2025, the Company had 15,270 in-service employees, 2,015 of whom were foreign employees.
The total remuneration for employees includes salary, bonuses and allowances. Bonus for any given period
is based primarily on the performance of the individual and the Company. Employees also receive health
benefits and other miscellaneous subsidies.
All full-time employees in the PRC are covered by a government-regulated pension and are entitled to an
annual pension at their retirement dates. The PRC government is responsible for the pension liabilities to
these retired employees under this government pension plan. The actual pension payable to each retiree is
subject to a formula based on the status of the individual pension account, general salary and inflation
movements. The Company is required to make monthly contributions to the government pension plan. The
contributions vary from region to region.
As at 30 June 2025, the Company employed 2,015 foreign employees, through whom the Company manages
and operates its business operations in overseas markets, including Asia Pacific, Middle East, Americas,
Europe and Africa. The Company provides benefits to expatriates that the Company believes to be in line
with customary international practises or local labour laws. Local staff employed by the Company’s overseas
subsidiaries enjoy the welfare benefits mandated by local laws and regulations.
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The Company has not been subjected to any strikes or other labour disturbances and believes that relations
with employees are good.
The Company has the union that protects employees’ rights, organises educational programs, assists in the
fulfilment of economic objectives, encourages employee participation in management decisions, and assists
in mediating disputes between the Company and individual employees.
Legal Proceedings
Taxation Dispute between COSL Mexico S.A. de C.V. and Mexican Tax Authority
As at 30 June 2025, COSL Mexico S.A. de C.V., a wholly owned subsidiary of the Group in Mexico, is
subject to tax obligation in Mexico. COSL Mexico S.A. de C.V., is involved in a tax dispute with the
Mexican Tax Administration Service. After consulting relevant legal advisors and conducting a thorough
assessment, the management of the Company has recognised provision for which the tax liability is
probable. Different views taken by the Group and the Mexican tax authority over the interpretation and
implementation of tax laws and regulations may increase the Group’s tax liabilities. The management of the
Group is continuously assessing the possible future impact of the above tax matter, and will maintain close
communication with the tax authority.
As at the date of this Offering Circular, except as disclosed in this Offering Circular, the Company was not
involved in any material litigation or arbitration and no material litigation or arbitration were pending,
threatened or made against the Company.
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MANAGEMENT
Directors
The members of the Board are as follows:
Name Age Position
Executive Directors
Zhao Shunqiang . . . . . . . . . . . . . . . 57 Chairman, Executive Director and CEO
Lu Tao . . . . . . . . . . . . . . . . . . . . . 57 Executive Director
Employee Representative Director
Xiao Jia . . . . . . . . . . . . . . . . . . . . 43 Employee Representative Director, Deputy Party
Secretary and Chairman of Labour Union
Non-Executive Directors
Fan Baitao . . . . . . . . . . . . . . . . . . 50 Non-Executive Director
Liu Qiudong . . . . . . . . . . . . . . . . . 53 Non-Executive Director
Independent Non-Executive Directors
Chiu Lai Kuen, Susanna . . . . . . . . . 66 Independent Non-Executive Director
Kwok Lam Kwong, Larry . . . . . . . . 70 Independent Non-Executive Director
Yao Xin . . . . . . . . . . . . . . . . . . . . 47 Independent Non-Executive Director
Executive Directors
Mr. Zhao Shunqiang, Chinese, born in 1968, Chairman, Executive Director and CEO of COSL, senior
engineer, graduated from China University of Petroleum (East China) with bachelor’s degree of drilling
engineering in 1990 and was granted EMBA of CEIBS in 2008. From July 1990 to November 2001, Mr.
Zhao successively served as drilling foreman, staff member of operating department and senior team leader
of China Offshore Oil Northern Drilling Company; from November 2001 to October 2002, he successively
served as Vice President of China Offshore Oil International Engineering Company and manager of BH9 of
China Offshore Oil Northern Drilling Company; from October 2002 to August 2004, he served as Vice
General Manager of Tianjin Branch of COSL; from August 2004 to November 2004, he served as Director
of Drilling Technology Institute (Tanggu) of COSL IPM Division; from November 2004 to December 2005,
he served as General Manager of Tianjin Branch of COSL; from December 2005 to April 2012, he served as
General Manager of the Production Optimization Division of COSL, while he also served as the Dean of
Production Optimization Research Institute from January 2011 to April 2012; from April 2012 to March
President of COSL. Since October 2020, he has served as an Executive Director of COSL. He has served as
Chairman and CEO of COSL since April 2021. Mr. Zhao has over 30 years of experience in the oil and
natural gas industry.
Mr. Lu Tao, Chinese, born in 1969, Executive Director of COSL, is a professor-level senior engineer. He
graduated from the University of Electronic Science and Technology of China with major in electromagnetic
field and microwave technology and a master’s degree in 1993, and later was granted a doctorate degree in
measurement technology and instrumentation from the University of Electronic Science and Technology of
China. From April 1993 to July 1993, Mr. Lu served as research engineer at the Research Institute of China
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National Offshore Oil Logging Corporation, and from July 1993 to October 1993, he had an intern at
Xinjiang Branch of China National Offshore Oil Logging Corporation. From October 1993 to January 2002,
he served as research engineer at the Research Institute of China National Offshore Oil Logging
Corporation. From January 2002 to September 2002, he served as Vice Chief Engineer of the Technology
Development Center of COSL Logging Division. From September 2002 to December 2004, he served as the
Vice Chief Engineer of the Electromechanical Equipment Institute of COSL R&D Center. From December
Technical Center. From April 2006 to January 2010, he served as the Chief Engineer of the COSL Technical
Center. From January 2010 to May 2010, he served as Deputy Director of COSL Technical Center. From
June 2010 to June 2016, he served as Vice General Manager of COSL Well Tech Division. From June 2016
to November 2017, he served as General Manager of COSL Well Tech Division. From November 2017 to
August 2019, he served as General Manager and Deputy Party Secretary of COSL Well Tech Division. From
August 2019 to November 2019, he served as General Manager and Deputy Party Secretary (responsible for
the work of the Party Committee) of COSL Well Tech Division. From November 2019 to August 2020, he
served as General Manager and Party Secretary of COSL Well Tech Division. He concurrently served as
General Legal Counsel of COSL from July 2020 to July 2021. From July 2020 to May 2023, he served as
Vice President of COSL. From May 2023 to November 2024, he has served as President of COSL. Since
August 2023, he has served as Executive Director of COSL. He has served as the General Manager of the
Technology and Digital Intelligence Department of China National Offshore Oil Corporation since
November 2024.
Employee Representative Director
Mr. Xiao Jia, Chinese, born in 1982, Employee Representative Director, Deputy Party Secretary and
Chairman of Labour Union of COSL, is a senior political engineer. He graduated from the history
department of Renmin University of China in 2004 and obtained a bachelor’s degree in history; graduated
from the School of History of Renmin University of China in 2007, majoring in modern and contemporary
history of the world, and obtained a master’s degree in history. From 2004 to 2005, Mr. Xiao Jia was a
youth volunteer teacher of Yunshishan Junior Middle School in Ruijin City, Jiangxi Province. From 2007 to
Committee of the Communist Party of China. From 2010 and prior to joining the Company, he successively
served as a theoretical senior supervisor of ideological and political work department and the deputy head
and head of ideological building division of China National Offshore Oil Corporation, the head of party
building research division of the party and mass work department and the deputy director of the party and
mass work department of China National Offshore Oil Corporation, and the secretary of Youth League
Committee of China National Offshore Oil Corporation. Mr. Xiao has been the Deputy Party Secretary of
COSL since October 2024 and served as the Executive Director of COSL from December 2024 to December
Employee Representative Director of COSL since December 2025.
Non-Executive Directors
Mr. Fan Baitao, Chinese, born in 1975, a Non-executive Director of COSL, is a professor-level senior
engineer and an expert of China National Offshore Oil Corporation who is entitled to a special allowance
provided by the State Council. He graduated from Daqing Petroleum Institute with a major in petroleum
engineering in July 1998 and obtained a doctorate degree in oil and gas well engineering from China
University of Petroleum (Beijing) in December 2018. From July 1998 to July 1999, Mr. Fan had an intern at
well completion of Production Department of CNOOC Bohai Company. From July 1999 to July 2003, he
served as a well completion supervisor of CNOOC Bohai Industrial Company. From July 2003 to April
drilling & completion representative and drilling & completion deputy manager of Kerr-Mcgee Joint
Administrative Committee, design manager of drilling division, chief engineer of drilling & completion
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division, and manager of engineering and technology department of Tianjin Branch of CNOOC (China) Limited.
From April 2019 to October 2022, he successively served as the dean of Drilling and Production Institute, vice
chief engineer (drilling & completion) and the dean of Drilling and Production Institute of CNOOC Research
Institute Co., Ltd. From November 2022 to May 2024, he served as the chief engineer (drilling & completion) of
engineering technology department of CNOOC Limited. Since May 2024, he has served as the deputy general
manager of engineering technology department of CNOOC Limited. Since August 2023, he has served as
a Non-executive Director of the Company.
Mr. Liu Qiudong, Chinese, born in 1972, a Non-executive Director of COSL. He has been awarded the title
of Professorate Senior Accountant. He also is a Fellow of the Association of Chartered Certified
Accountants (ACCA), a Fellow of Certified Public Accountant Australia (FCPA Australia), a member of the
Association of International Accountants (AIA). He obtains a certificate of leading accounting talent issued
by the National Government Offices Administration and had been appointed as a member of the Accounting
Standards Advisory Committee of the Ministry of Finance. Mr. Liu graduated from Financial Institute of
Shandong Yantai with a major in Foreign-related Accounting in July 1994, a dual master’s degree in
Commerce and MBA from Deakin University in Australia in December 2005. From August 1995 to May
Enterprise Group; from June 1997 to April 2000, he served as a financial manager of SHANSHUI Enterprise
Pty Ltd; from May 2000 to December 2003, he served as a financial manager of Aqua Star Pty Ltd. Mr. Liu
previously served as an overseas business senior supervisor of the International Business and Marketing
Department of COSL from June 2006 to July 2007, a manager of information disclosure of the Office of the
Secretary to the Board of COSL from August 2007 to October 2013, and an accounting manager of the
Finance Department of COSL from November 2013 to April 2017. He served as a chief of the report
analysis division of the Financial and Assets Department of CNOOC from May 2017 to October 2021, and
the deputy general manager of the Financial and Assets Department of CNOOC from November 2021 to
October 2022. He has served as the deputy general manager of the Financial and Treasury Department of
CNOOC since November 2022. He has served as the deputy general manager of the Treasury Department of
CNOOC Limited since December 2022. He has served as the Chairman of the Supervisory Committee of
CNOOC Energy Technology & Services Limited since October 2023. He has served as a Non-executive
Director of the Company since August 2023.
Independent Non-Executive Directors
Ms. Chiu Lai Kuen, Susanna, China (Hong Kong) by nationality, born in 1960, an Independent Non-
executive Director of COSL, MH, JP., graduated from the University of Sheffield (United Kingdom) with
First-Class Honours in Economics, and obtained an EMBA degree in business administration from the
Chinese University of Hong Kong. Ms. Chiu is a Hong Kong certified public accountant, a Chinese certified
public accountant, a qualified Chartered Accountant from England and a Certified Information System
Auditor. She is a current member of the Chinese People’s Political Consultative Conference (CPPCC) of
Shanghai, an expert on government accounting standards at the Ministry of Finance and an executive
member of the Guangdong Women’s Federation. In respect of her professional career, Ms. Chiu was the
former president of the Hong Kong Institute of Certified Public Accountant and the former president of the
Information Systems Audit and Control Association (China Hong Kong Chapter). Ms. Chiu is devoted to
social affairs and held a number of public service positions, including the council treasurer of the Education
University of Hong Kong, and a member of the Women’s Commission and the Equal Opportunities
Commission and the Energy Advisory Committee. Ms. Chiu was awarded the Medal of Honor, the “Justice
of Peace” and the “Justice of Peace NT” by the Hong Kong Government. She also obtained various awards
including the Greater Bay Area Outstanding Women Entrepreneur Award for 2021, the Outstanding Women
Professionals Award by the Hong Kong Women Professionals & Entrepreneurs Association, the
“Distinguished Alumni” Award from the University of Sheffield (United Kingdom) and the “Outstanding
Business Woman” by Hong Kong Commercial Daily, etc. Ms. Chiu currently serves as an executive director
and the chief financial officer of Bonjour Holdings Limited (stock code: 653). From 2019 to 2023, she
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served as an independent non-executive director of Huijing Holdings Company Limited (stock code: 9968).
From 2006 to 2019, Ms. Chiu successively served as Senior Vice President, Eastern China Chief
Representative and Consultant under the Fung Group. From 2000 to 2005, she served as the Chief Operating
Officer of DVN (Holdings) Limited (currently known as Frontier Services Group Limited, stock code:
(currently known as China Vocational Education Holdings Limited, stock code: 1756), which is listed on the
Hong Kong Stock Exchange, and Nanyang Commercial Bank Limited. She has been an Independent Non-
executive Director of COSL since June 2021.
Mr. Kwok Lam Kwong, Larry, China (Hong Kong) by nationality, born in 1955, an Independent Non-
executive Director of COSL, SBS, BBS, JP, graduated from the University of Sydney, Australia with double
bachelor’s degrees in economics and laws respectively as well as a master’s degree in laws. He also obtained
the Advanced Management Program diploma from the Harvard Business School. Mr. Kwok is currently
qualified to practise as a solicitor in Hong Kong and a partner of Kwok Yih & Chan. He is also admitted as
a solicitor in Australia, the United Kingdom and Singapore. In addition, he is qualified as a Chartered
Accountant in the United Kingdom and an Accredited Accountant in Australia and Hong Kong. Mr. Kwok
has worked in international law firms in the United States, the United Kingdom and Australia, and served as
the managing partner of Greater China for a total of 15 years. Mr. Kwok served as the managing partner of
King & Wood Mallesons (Asia Strategy & Markets) from 2012 to 2014. Since 2014, Mr. Kwok has served
as a partner of Kwok Yih & Chan. Since December 1994, Mr. Kwok has been an independent non-executive
director (re-designated as a non-executive director in 2005) of First Shanghai Investments Limited and has
served as an independent non-executive director of Shenwan Hongyuan (H.K.) Limited since March 1995.
Mr. Kwok has been an independent non-executive director of Starlite Holdings Limited and Café de Coral
Holdings Limited since July 2004. Since February 2018, he has served as an independent non-executive
director of AAC Technologies Holdings Inc. Mr. Kwok is also an independent non-executive director of
CMB Wing Lung Bank Limited, a private company in Hong Kong. Since October 2023, he has served as a
director of Association of Hong Kong Capital Market Practitioners. Mr. Kwok has served regularly on
Government boards and committees and is currently the honorary treasurer of Heep Hong Society, a non-
profit organization in Hong Kong. He is also the chairman of the Appeal Tribunal Panel, Buildings
Ordinance (Chapter 123) and an arbitrator of the Shenzhen Court of International Arbitration. He has been
an Independent Non-executive Director of the Company since June 2022.
Mr. Yao Xin, Chinese, born in 1979, an Independent Non-executive Director of COSL. Mr. Yao
successively obtained a bachelor’s degree in engineering from Tsinghua University and a doctorate degree in
economics from Xiamen University. He joined the School of Economics of Xiamen University as an
assistant professor after obtaining his PhD in 2010 and was promoted to associate professor in 2012. He was
selected into Outstanding Young Scientific Research Talent Cultivation Program in Fujian Colleges and
Universities in 2013, awarded as Fujian Province Youth Top-Notch Talent in 2014, became a doctoral tutor
in 2015, and promoted to professor in 2017. He was a visiting scholar at Industrial Engineering and
Logistics Management Department of the Hong Kong University of Science and Technology during the
period from 2014 to 2016. He has served as the director of China Centre for Energy Economics Research at
Xiamen University since 2022. Mr. Yao has been devoted to the research in fields such as energy and
environmental economy, green finance and sustainable supply chain for many years, and has undertaken a
number of relevant national important research projects. The research results are influential and have won
multiple awards above provincial and ministerial level. He is awarded the Most Cited Chinese Researchers
in applied economics by Elsevier in 2021. He has been an Independent Non-executive Director of the
Company since August 2022.
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Senior Management
The Company’s senior management team includes Mr. Zhao Shunqiang, see “– Executive Directors” for a
description of his background. In addition, the Company’s senior management team also includes Mr. Xu
Yingbo, Mr. Xiao Jia, Mr. Zhou Jiaxiong, Mr. Wu Zixian, Mr. Yang Dexing, Mr. Shang Jie, Mr. Sun
Weizhou and Mr. Qie Ji.
The following table sets forth certain information regarding the Company’s senior management:
Name Age Position
Zhao Shunqiang . . . . . . . . . . . . . . . 57 Chairman, Executive Director and CEO
Xu Yingbo . . . . . . . . . . . . . . . . . . 52 Secretary to the Disciplinary Committee
Xiao Jia . . . . . . . . . . . . . . . . . . . . 43 Employee Representative Director, Deputy Party
Secretary and Chairman of Labour Union
Zhou Jiaxiong . . . . . . . . . . . . . . . . 54 Vice President
Wu Zixian . . . . . . . . . . . . . . . . . . . 45 Vice President, General Legal Counsel and
Chief Compliance Officer
Yang Dexing . . . . . . . . . . . . . . . . . 45 Vice President and Safety Director
Shang Jie . . . . . . . . . . . . . . . . . . . 48 Chief Engineer
Sun Weizhou . . . . . . . . . . . . . . . . . 54 Vice President and Secretary to the Board
(Company Secretary)
Qie Ji . . . . . . . . . . . . . . . . . . . . . . 48 Chief Financial Officer
Mr. Xu Yingbo, Chinese, born in 1973, is the Secretary to the Disciplinary Committee of COSL, senior
engineer. He graduated from the University of Petroleum (East China) with major in production process
automation and obtained a bachelor’s degree in engineering, and later was granted a master’s degree in
project management from the China University of Petroleum (Beijing). From July 1997 to November 2002,
Mr. Xu served as instrument engineer, instrument chief operator and equipment supervisor at the Western
South China Sea Petroleum Production Company. From November 2002 to January 2007, he served as
equipment supervisor and FPSO director assistant of CNOOC Energy Development Oil Production Service
Company. From January 2007 to July 2007, he served as FPSO Director of CNOOC Shenzhen Branch
Xijiang 23-1 Oilfield. From July 2007 to April 2009, he served as Director of CNOOC Shenzhen Branch
Xijiang 23-1 Oilfield. From April 2009 to December 2010, he served as Production Director of CNOOC
Shenzhen Branch Self-operated Oilfield. From December 2010 to January 2013, he served as Production
Manager of CNOOC Shenzhen Branch Xijiang Oilfield Operation Area. From January 2013 to December
December 2014 to October 2016, he served as Vice General Manager, Deputy Party Secretary and Secretary
to the Disciplinary Committee of CNOOC Shenzhen Branch Xijiang Oilfield Operation Area. From October
Sea Petroleum Administration. From September 2017 to December 2018, he served as Deputy Team Leader
of the Discipline Inspection Commission in CNOOC Limited Shenzhen Branch. From December 2018 to
February 2020, he served as Deputy Team Leader of the Party Inspection Team of CNOOC. From February
Committee of CNOOC in COSL. Since April 2023, Mr. Xu has served as the Secretary to the Disciplinary
Committee of COSL.
Please refer to the section “Directors” in this Offering Circular for the biography of Mr. Xiao Jia.
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Mr. Zhou Jiaxiong, Chinese, born in 1971, Vice President of COSL, is a professor-level senior engineer.
He graduated from Jianghan Petroleum Institute with a major in exploration geophysics in 1994, and
obtained a master’s degree in geological engineering from China University of Geosciences (Wuhan) and a
doctorate degree in oil and gas field development engineering from China University of Geosciences
(Wuhan). Mr. Zhou started working in 1994, and from starting working and prior to joining the Company,
he successively served as the chief engineer of development seismic, chief geophysical engineer, vice dean
and dean of the Research Institute of Zhanjiang Branch of CNOOC (China) Limited, the deputy general
manager of the Exploration Department of CNOOC (China) Limited, and the deputy general manager and
chief geologist of Tianjin Branch of CNOOC (China) Limited. He has served as Vice President of COSL
since September 2024.
Mr. Wu Zixian, Chinese, born in 1980, Vice President, General Legal Counsel and Chief Compliance
Officer of COSL, is a senior engineer. He graduated from University of Petroleum (East China) with a major
in oil engineering and obtained a bachelor’s degree in engineering in 2003, and then obtained a master’s
degree in marine science and technology from University of Stavanger in Norway. From July 2003 to
January 2015, he successively served as the intern, learning foreman, foreman, drilling team leader, senior
team leader and drilling rig manager of COSL Drilling Division. From January 2015 to January 2016, he
served as the president of PT.COSL Wellservices of COSL Drilling Division. From January 2016 to June
September 2017 to October 2020, he served as the general manager of PT. COSL INDO. From October
Limited. Since December 2024, he has served as Vice President of COSL. Since January 2025, he has
concurrently served as the General Legal Counsel and Chief Compliance Officer of COSL.
Mr. Yang Dexing, Chinese, born in 1980, Vice President and Safety Director of COSL, is a senior engineer.
Mr. Yang graduated from University of Petroleum (East China) with a major in oil engineering and obtained
a bachelor’s degree in engineering in 2003, and then obtained a master’s degree from China University of
Petroleum (East China) with major in oil and gas field development, and a master’s degree from University
of Stavanger in Norway with major in industrial economics. From July 2003 to November 2007, he served
as learning foreman and drilling team leader of BH10 in Tanggu Base of COSL Drilling Division. From
November 2007 to September 2008, he served as Senior Team Leader of HYSY931 at Tanggu Operation
Company of COSL Drilling Division. From September 2008 to July 2012, he served as the Senior Team
Leader and Drilling Rig Manager of BH4 at Tanggu Operation Company of COSL Drilling Division. From
July 2012 to August 2013, he was an off-production training student for the Master of industrial economics
at University of Stavanger in Norway. From August 2013 to May 2014, he served as COSLGIFT Drilling
Rig Manager at Tanggu Operation Company of COSL Drilling Division. From May 2014 to October 2014,
he was Manager of Human Resources Department of COSL Drilling Division. From October 2014 to
February 2016, he was Manager of Operational Safety and Environmental Protection Department of COSL
Drilling Division. From February 2016 to April 2017, he served as President of PT. COSL DRILLING
INDO of COSL Drilling Division. From April 2017 to June 2018, he served as Vice Manager of the Quality
and Safety Department of COSL. From June 2018 to August 2021, he was Manager of the Quality and
Safety Department of COSL. Since December 2020, he has served as Vice President of COSL. Since
February 2021, he has concurrently served as Safety Director of COSL.
Mr. Shang Jie, Chinese, born in 1977, Chief Engineer of COSL, is a professor-level senior engineer. He
graduated from Harbin Institute of Technology with major in Automobile Design and Manufacturing and
obtained a bachelor’s degree in July 1999. He graduated from Tsinghua University with major in Instrument
Science and Technology and obtained a master’s degree in July 2002 and graduated from Tsinghua
University with major in Instrument Science and Technology and obtained a doctorate degree in July 2005,
respectively. From July 2005 to August 2006, he worked as an editor of the Chinese government’s official
website in Xinhuanet Co., Ltd. From January 2007 to November 2007, he worked as an intern in the
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Electromechanical Equipment Research Institute of the COSL Technical Center. From November 2007 to
December 2009, he served as an electronic engineer in the Electromechanical Equipment Research Institute
of COSL Technical Center. From December 2009 to December 2012, he served as a senior electronic
engineer of Electromechanical Equipment Research Institute of COSL Technical Center. From December
Research Institute of Oilfield Technology Institute of COSL Well Tech Division. From June 2014 to
November 2014, he served as a superior electronic engineer and director of the Oriented Engineering
Research Institute of Oilfield Technology Institute of COSL Well Tech Division. From November 2014 to
July 2016, he served as the vice dean of Oilfield Technology Institute of COSL Well Tech Division. From
July 2016 to August 2020, he served as the dean of Oilfield Technology Institute of COSL Well Tech
Division. From August 2020 to January 2021, he served as the dean of Oilfield Technology Institute of
COSL Well Tech Division (presided over the daily management of COSL Well Tech Division). He served
as Party Secretary and General Manager of COSL Well Tech Division from January 2021 to March 2023.
He has been the Chief Engineer of COSL since December 2022.
Mr. Sun Weizhou, Chinese, born in 1971, Vice President, Secretary to the Board (Company Secretary) of
COSL, is a senior engineer. From 1988 to 2014, he successively studied in petroleum geology at North
China Petroleum Technical School, English at Tianjin Foreign Studies University, business administration in
the School of Continuing Education at Yangtze University and business administration at China Europe
International Business School. He obtained a bachelor’s degree and a master’s degree in business
administration in 2008 and 2014, respectively. Mr. Sun obtained a registered qualification certificate of PRC
enterprise legal adviser in October 2008. Mr. Sun joined Bohai Petroleum Geological Services Company in
July 1992, responsible for geological logging. From June 1995 to December 2001, he successively served as
a mud logger, data engineer and unit manager of China France Bohai Geoservices. From December 2001 to
December 2002, he served as a foreign affairs officer of China Oilfield Services Limited (中海油田服務股
份有限公司 ). From December 2002 to April 2006, he successively served as the secretary of the
Administration Department, the person in charge of the business unit of Kazakhstan Office, the supervisor of
the business unit of Malaysia Office of COSL. From April 2006 to December 2007, he served as the
contract and risk control manager of the Legal Affairs Department of COSL. From December 2007 to
November 2009, he served as the manager of contract review/legal affairs of joint venture of the Legal
Affairs Department of COSL. From November 2009 to November 2011, he served as the general manager of
the Legal Affairs Department of COSL. From November 2011 to January 2015, he served as the general
manager of the Strategic Studies and Development Department of COSL. From January 2015 to December
From December 2021 to January 2023, he served as the Party Secretary and the general manager of the
Production Optimization Division of COSL. He has been the Secretary of the Board of COSL since January
November 2022 to December 2024, he served as the General Legal Counsel and Chief Compliance Officer
of COSL. He has been the Vice President of COSL since December 2022 and has been the Company
Secretary of COSL since January 2025.
Mr. Qie Ji, Chinese, born in 1977, Chief Financial Officer of COSL, is a senior accountant. He graduated
from Xi’an Jiaotong University in 2000, majoring in accounting (special orientation of CPA), and obtained a
bachelor’s degree in economics. From July 2000 to 2007, he served as the audit manager of Reanda
Certified Public Accountants. Upon leaving from Reanda Certified Public Accountants in 2007 and prior to
joining the Company, Mr. Qie successively served as the accounting supervisor, senior supervisor of
performance appraisal, the deputy director of budget management office and director of budget management
office of the financial capital department of China National Offshore Oil Corporation. Mr. Qie has served as
the CFO of COSL since June 2024.
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Director’s remuneration
The remuneration of directors are proposed by the Board of the Company with reference to the duties and
responsibilities of the directors and are subject to shareholders’ approval at general meetings after
consideration of the Remuneration and Assessment Committee’s recommendation, and the performance and
results of the Group.
For the year ended 31 December 2024, the aggregate amount of remuneration paid to the Company’s
directors, chief executives and supervisors was approximately RMB5.4 million, of which fees paid and
payable to independent non-executive directors and independent supervisors were approximately RMB1.3
million and fees paid and payable to executive directors, non-executive directors, supervisors and the chief
executives were approximately RMB4.2 million for the same period. Each Director’s annual compensation,
including fees, salaries, allowances, benefits in kind, pension benefits and share option benefits, is disclosed
to Note 11 to the Group’s consolidated financial statements for the year ended 31 December 2024 included
elsewhere in this Offering Circular.
Committees
Audit Committee
The Audit Committee of the Company consists of three members, namely Chiu Lai Kuen, Susanna, Kwok
Lam Kwong, Larry and Yao Xin. All of them are independent non-executive directors, and Chiu Lai Kuen,
Susanna acts as Chairman. The functions of the Audit Committee are to supervise and evaluate the work of
external auditors; to review and express opinion on the Company’s financial information; to review relevant
matters of connected transactions; to supervise the Company’s financial reporting system and internal
control system; to supervise and evaluate the internal control of the Company; to supervise and evaluate the
internal audit work; to coordinate the communication between the management, internal audit department,
relevant departments and external auditor; to check the Company’s compliance with legal and other statutory
obligations; to take charge of the engagement or dismissal of external auditors and submit to the Board for
consideration; to take charge of the appointment or dismissal of the financial officer and submit to the Board
for consideration; and other functions and duties stipulated by laws, regulations and the stock exchange and
granted by the Board.
Nomination Committee
The Nomination Committee of the Company consists of three members, namely Yao Xin, Zhao Shunqiang
and Kwok Lam Kwong, Larry. Two of them are independent non-executive directors and Yao Xin acts as
Chairman.
Major functions of this committee are to select and recommend candidates for directors and senior
management of the Company and the standards and procedures for selecting such candidates.
Remuneration and Assessment Committee
The Remuneration and Assessment Committee of the Company consists of four members, all of them are
non-executive directors, namely Kwok Lam Kwong, Larry, Chiu Lai Kuen, Susanna, Yao Xin and Liu
Qiudong. Three of them are independent non-executive directors. Kwok Lam Kwong, Larry acts as
Chairman.
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The functions of this committee are to formulate the standard for assessing the performance of directors and
senior management and to conduct such assessment, formulate and review the remuneration policy and
scheme for directors and senior management. The committee studies and discusses the above matters and
makes recommendations to the Board, and the Board reserves the final decision in respect of the above
matters.
Directors’ Service Contracts
The newly appointed directors are required to enter into a service contract with the Company for a term of
three years, renewable upon re-election. The Company has not entered into service contract which the
Company cannot terminate within one year or is required to pay compensation for termination (other than
statutory compensation) with directors who were re-elected at the annual general meeting.
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TERMS AND CONDITIONS OF THE NOTES
The following other than the words in italics is the text of the terms and conditions of the Notes which will
appear on the reverse of each of the definitive certificates evidencing the Notes.
The issue of the CNY5,000,000,000 1.95 per cent. guaranteed notes due 2029 (the “Notes”) was authorised
by a resolution of the Board of Directors of COSL Singapore Capital Ltd. (the “Issuer”) passed on 18
August 2025. The Notes are guaranteed by China Oilfield Services Limited (the “Guarantor”). The giving
of the Guarantee (as defined in Condition 3(b)) was authorised by the resolutions of the Board of Directors
of the Guarantor dated 25 March 2025 and the meeting of the Guarantor’s shareholders on 22 May 2025.
The Notes are constituted by a Trust Deed (as amended or supplemented from time to time, the “Trust
Deed”) dated on or about 16 March 2026 (the “Issue Date”) among the Issuer, the Guarantor and Citicorp
International Limited (the “Trustee” which expression shall include all persons for the time being a trustee
or trustees appointed under the Trust Deed) as trustee for itself and the holders of the Notes. These terms
and conditions are summaries of, and are subject to, the detailed provisions of the Trust Deed, which
includes the form of the Notes. The Notes have the benefit of a deed of guarantee (as amended or
supplemented from time to time, the “Deed of Guarantee”) dated 16 March 2026 executed by the Guarantor
relating to the Notes. The Notes are the subject of an Agency Agreement (as amended or supplemented from
time to time, the “Agency Agreement”) dated on or about 16 March 2026 relating to the Notes among the
Issuer, the Guarantor, Citicorp International Limited as registrar (the “Registrar”, which expression includes
any successor registrar appointed from time to time in connection with the Notes), as CMU lodging and
paying agent (the “CMU Lodging and Paying Agent”, which expression includes any successor CMU
lodging and paying agent appointed from time to time in connection with the Notes) and as transfer agent
(the “Transfer Agent”, which expression includes any successor or additional transfer agent appointed from
time to time in connection with the Notes), the other agents named therein and the Trustee.
Copies of the Trust Deed, the Agency Agreement and the Deed of Guarantee are available for inspection at
all reasonable times during normal business hours (being 9:00 a.m. to 3:00 p.m., Hong Kong time, Monday
to Friday except for public holidays) at the principal place of business of the Trustee (being at the Issue Date
at 40/F Champion Tower, 3 Garden Road, Central, Hong Kong) following prior written request and proof of
holding and identity satisfactory to the Trustee. Copies of the Trust Deed, the Agency Agreement and the
Deed of Guarantee will also be mailed to any Noteholder, at such Noteholders’ cost, following the receipt by
the Trustee of request therefor from such Noteholder and proof of holding and identity satisfactory to the Trustee.
“Paying Agents” means the CMU Lodging and Paying Agent and any successor or additional paying agents
appointed from time to time in connection with the Notes.
“Agents” means the CMU Lodging and Paying Agent, the Paying Agents, the Registrar, the Transfer Agent
and any other agent or agents appointed from time to time with respect to the Notes. All capitalised terms
that are not defined in these terms and conditions (these “Conditions”) will have the meanings given to
them in the Trust Deed. Certain provisions of these Conditions are summaries of the Trust Deed and the
Agency Agreement and are subject to their detailed provisions. The Noteholders are entitled to the benefit
of, are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and the Deed of
Guarantee and are deemed to have notice of those provisions of the Agency Agreement applicable to them.
(a) Form and denomination: The Notes are issued in the specified denomination of
CNY1,000,000 and higher integral multiples of CNY10,000 in the excess thereof. A
certificate (each, a “Definitive Certificate”) will be issued to each holder of the Notes in
respect of its registered holding of Notes. Each Definitive Certificate shall be numbered
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serially and shall have an identifying number which shall be recorded on the relevant
Definitive Certificate and in the register of holders of the Notes (the “Register”), which the
Issuer shall procure to be kept by the Registrar.
Upon issue, the Notes will be represented by a global certificate (the “Global Certificate”)
registered in the name of, and lodged with a sub-custodian for, the Hong Kong Monetary
Authority as operator (the “CMU Operator”) of the Central Moneymarkets Unit Service (the
“CMU”), and will be exchangeable for Definitive Certificate only in the circumstances set out
therein. The Conditions are modified by certain provisions contained in the Global Certificate
while any of the Notes are represented by the Global Certificate. See “Summary of Provisions
Relating to the Notes in Global Form”.
For so long as any of the Notes are represented by the Global Certificate, each person who is
for the time being shown in the records of the CMU Operator as the holder of a particular
principal amount of Notes (each such person, an “account holder”) (in which regard any
certificate or other documents issued by the CMU Operator as to the principal amount of such
Notes standing to the account of any person shall be conclusive and binding for all purposes
other than with respect to the payment of principal, premium (if any) or interest on the Notes,
the right to which shall be vested, as against the Issuer, the Guarantor, the Agents and the
CMU Operator solely in the registered holder of the Global Certificate in accordance with and
subject to its terms) shall be treated by the Issuer, the Guarantor, the Agents and the CMU
Operator as the holder of such principal amount of such Notes for all purposes except in the
case of manifest error. Notwithstanding the above, if the Global Certificate is held by or on
behalf of the CMU, any payments that are made in respect of the Notes evidenced by the
Global Certificate shall be made to the respective account holders. For so long as any of the
Notes are represented by the Global Certificate and the Global Certificate is held with the
CMU, any transfer of principal, premium and interest amounts of Notes shall be effected in
accordance with the rules and procedures for the time being of the CMU Operator.
Except in the limited circumstances described in the Global Certificate, owners of interests in
Notes represented by the Global Certificate will not be entitled to receive Definitive
Certificates in respect of their individual holdings of Notes. The Notes are not issuable in
bearer form.
“Certificate” means any Global Certificate or Definitive Certificate and includes any
replacement certificate issued pursuant to Condition 11.
(b) Title: Title to the Notes shall pass only by transfer and registration of title in the Register. The
holder of any Note shall, except as ordered by a court of competent jurisdiction or as otherwise
required by law, be treated as its absolute owner for all purposes (whether or not it is overdue
and regardless of any notice of ownership, trust or any interest in it or any writing on (other
than the endorsed form of transfer), or the theft or loss of, the Definitive Certificate issued in
respect of it), and no person shall be liable for so treating the holder, and the Agents shall not
be affected by any notice to the contrary. In these Conditions, “holder of the Notes”, “holder”
and “Noteholder” in relation to a Note shall mean the person in whose name a Note is
registered in the Register (or in the case of a joint holding, the first name thereof).
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(a) Register: The Issuer will cause the Register to be kept at the Specified Office of the Registrar
and in accordance with the terms of the Trust Deed, on which shall be entered the names and
addresses of the holders of the Notes and the particulars of the Notes held by them and of all
transfers of the Notes. Each Noteholder shall be entitled to receive only one Definitive
Certificate in respect of its entire holding of Notes.
(b) Transfers: Subject to the Agency Agreement and Conditions 2(e) and 2(f), a Note may be
transferred by delivery of the Definitive Certificate issued in respect of that Note, with the
form of transfer endorsed on such Definitive Certificate duly completed and signed by the
holder or his attorney duly authorised in writing, together with such evidence as the Registrar
or (as the case may be) such Transfer Agent may require to prove the title of the transferor and
the authority of the individuals who have executed the form of transfer, to the Specified Office
of the Registrar or the Transfer Agent. No transfer of title to a Note will be valid unless and
until entered on the Register.
Transfers of interests in the Notes evidenced by the Global Certificate will be effected in
accordance with the rules and procedures of the CMU.
(c) Delivery of new Definitive Certificates: Each new Definitive Certificate to be issued upon a
transfer of Notes will, within seven business days (as defined below) of receipt by the
Registrar or, as the case may be, any Transfer Agent of the Definitive Certificate and the form
of transfer duly completed and signed, be made available for collection at the Specified Office
of the Registrar or such Transfer Agent or, if so requested in the form of transfer, be mailed by
uninsured mail at the risk of the holder entitled to the Notes but free of charge to the holder
and at the Issuer’s expense to the address specified in the form of transfer. The form of
transfer is available at the Specified Offices of the Transfer Agent.
Where only part of a principal amount of the Notes (being that of one or more Notes) in
respect of which a Definitive Certificate is issued is to be transferred or exchanged, a new
Definitive Certificate in respect of the Notes not so transferred or exchanged will, within seven
business days (as defined below) of delivery of the original Definitive Certificate to the
Registrar or the relevant Transfer Agent, be made available for collection at the Specified
Office of the Registrar or such Transfer Agent or, if so requested in the form of transfer, be
mailed by uninsured mail at the risk of the holder of the Notes not so transferred or exchanged
(but free of charge to the holder and at the Issuer’s expense) to the address of such holder
appearing on the Register.
In this Condition 2(c), “business day” shall mean a day (other than a Saturday, Sunday or
public holiday) on which commercial banks are generally open for business in the city in
which the Specified Office of the Registrar or (as the case may be) such Transfer Agent with
whom a Definitive Certificate is deposited in connection with a transfer or exchange, is
located.
(d) Formalities free of charge: Registration of a transfer or redemption of Notes and issuance of
new Definitive Certificates will be effected without charge by or on behalf of the Issuer or any
of the Agents, but upon (i) payment (or the giving of such indemnity or security or prefunding
as the Issuer or any of the Agents may require) in respect of any tax or other governmental
charges which may be imposed in relation to such transfer; (ii) the Registrar being satisfied in
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its absolute discretion with the documents of title or identity of the person making the
application; and (iii) the relevant Agent (after consultation with the Issuer if so required) being
satisfied that the regulations concerning transfer of Notes have been complied with.
(e) Closed periods: No Noteholder may require the transfer of a Note to be registered (i) during
the period of seven days ending on (and including) any Interest Record Date (as defined in
Condition 7(a)); (ii) during the period of 15 days ending on (and including) the due date for
redemption of that Note; or (iii) after the exercise of the put option in Condition 6(c) or 6(d) in
respect of such Note.
(f) Regulations: All transfers of Notes and entries on the Register will be made subject to the
detailed regulations concerning transfer of Notes scheduled to the Trust Deed. The regulations
may be changed by the Issuer, with the prior written approval of the Registrar and the Trustee,
or by the Registrar, with the prior written approval of the Trustee. A copy of the current
regulations will be mailed by the Registrar to any Noteholder (at the cost and expense of such
Noteholder) who requests in writing a copy of such regulations following request in writing
and proof of holding and identity satisfactory to the Registrar.
(a) Status of the Notes: The Notes constitute direct, unconditional, unsubordinated and (subject to
Condition 4(a)) unsecured obligations of the Issuer which will at all times rank pari passu with
all other unsecured and unsubordinated obligations of the Issuer, save for such obligations as
may be preferred by provisions of law that are both mandatory and of general application and
subject to Condition 4(a).
(b) Guarantee: The Guarantor has unconditionally and irrevocably guaranteed the due and
punctual payment of all sums expressed to be payable by the Issuer in respect of the Notes.
The Guarantor’s guarantee of the Notes is referred to as the “Guarantee” and are contained in
the Deed of Guarantee. The Guarantee constitutes direct, unconditional, unsubordinated and
(subject to Condition 4(a)) unsecured obligations of the Guarantor which will at all times rank
at least pari passu with all other unsecured and unsubordinated obligations of the Guarantor,
save for such obligations as may be preferred by provisions of law that are both mandatory and
of general application and subject to Condition 4(a).
(a) Limitation on Liens: So long as any Note remains outstanding, the Guarantor will not, and
will not permit the Issuer or any Principal Subsidiary to, create, incur, assume or permit to
exist any Lien upon any of their respective property or assets, now owned or hereafter
acquired, to secure any Relevant Indebtedness of the Guarantor, the Issuer or such Principal
Subsidiary (or any guarantees or indemnity in respect thereof) without, in any such case,
making effective provision whereby the Notes and the Guarantee will be secured either at least
equally and rateably with such Relevant Indebtedness or by such other Lien as shall have been
approved by Extraordinary Resolution of the Noteholders as provided in the Trust Deed, for so
long as such Relevant Indebtedness will be so secured, unless, after giving effect thereto, the
aggregate outstanding principal amount of all such secured Relevant Indebtedness entered into
after the Issue Date does not exceed 10 per cent. of the Adjusted Consolidated Net Worth of
the Guarantor determined at the time of creation or assumption of such Lien.
The foregoing restriction will not apply to:
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(i) any Lien which is in existence prior to the Issue Date and any replacement thereof
created in connection with the refinancing (together with interest, fees and other charges
attributable thereto) of the Relevant Indebtedness originally secured (but the principal
amount secured by any such Lien may not be increased);
(ii) any Lien arising or already arisen automatically by operation of law which is promptly
discharged or disputed in good faith by appropriate proceedings; provided that any
reserve or other appropriate provision required by HKFRS shall have been made
therefor;
(iii) any Lien over goods (or any documents relating thereto) arising either in favour of a
bank issuing a form of documentary credit in connection with the purchase of such
goods or by way of retention of title by the supplier of such goods where such goods are
supplied on credit, subject to such retention of title, and in both cases where such goods
are acquired in the ordinary course of business;
(iv) any right of set-off or combination of accounts arising in favour of any bank or financial
institution as a result of the day-to-day operation of banking arrangements;
(v) any Lien either over any asset acquired after the Issue Date which is in existence at the
time of such acquisition or in respect of the obligations of any Person which becomes
the Guarantor’s Subsidiary or which merges with and into the Guarantor after the Issue
Date which is in existence at the date on which it becomes the Guarantor’s Subsidiary
and in both cases any replacement thereof created in connection with the refinancing
(together with interest, fees and other charges attributable thereto) of the Relevant
Indebtedness originally secured (but the principal amount secured by any such Lien may
not be increased); provided that any such Lien was not incurred in anticipation of such
acquisition or of such company becoming the Guarantor’s Subsidiary;
(vi) any Lien created on any property or asset acquired, leased or developed (including
improved, constructed, altered or repaired) after the Issue Date; provided, however, that
(A) any such Lien shall be confined to the property or asset acquired, leased or
developed (including improved, constructed, altered or repaired); (B) the principal
amount of the debt encumbered by such Lien shall not exceed the cost of the acquisition
or development of such property or asset or any improvement thereto (including any
construction, repair or alteration) or thereon and (C) any such Lien shall be created
concurrently with or within one year following the acquisition, lease or development
(including construction, improvement, repair or alteration) of such property or asset;
(vii) any Lien pursuant to any order of attachment, execution, enforcement, distraint or
similar legal process arising in connection with court proceedings; provided that such
process is effectively stayed, discharged or otherwise set aside within 30 days;
(viii) any Lien created or outstanding in favour of the Guarantor or any of the Guarantor’s
Subsidiaries;
(ix) any easement, right-of-way, zoning and similar restriction and other similar charge or
encumbrance not interfering with the ordinary course of business of the Guarantor and
the Principal Subsidiaries;
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(x) any lease, sublease, licence and sublicence granted to any third party and any Lien
pursuant to operating agreements, development agreements and any other agreements,
which are customary in the oilfield services industry and in the ordinary course of the
Guarantor’s business and any Principal Subsidiary;
(xi) any Lien arising in connection with industrial revenue, development or similar bonds or
other indebtedness or means of project financing (not to exceed the value of the project
financed and limited to the project financed);
(xii) any Lien in favour of any government or any subdivision thereof, securing the
obligations of the Guarantor or any of the Principal Subsidiaries under any contract or
payment owed to such governmental entity pursuant to applicable laws, rules,
regulations or statutes;
(xiii) any renewal or extension of any of the Liens described in the foregoing clauses which is
limited to the original property or asset covered thereby; or
(xiv) any Lien in respect of Relevant Indebtedness of the Guarantor or any of the Guarantor’s
Subsidiaries with respect to which the Guarantor or such Subsidiary has paid money or
deposited money or securities with a fiscal agent, trustee or depository to pay or
discharge in full the obligations of the Guarantor and the Guarantor’s Subsidiary in
respect thereof (provided that such money or securities so paid or deposited, and the
proceeds therefrom, be sufficient to pay or discharge such obligations in full).
(b) Consolidation, Merger and Sale of Assets: Neither the Guarantor nor the Issuer will
consolidate with or merge into any other Person in a transaction in which the Guarantor or the
Issuer, as the case may be, is not the surviving entity, or convey, transfer or lease its properties
and assets (computed on a consolidated basis) substantially as an entirety to any Person unless:
(i) any Person formed by such consolidation or into which the Guarantor or the Issuer, as
the case may be, is merged or to whom the Guarantor or the Issuer, as the case may be,
has conveyed, transferred or leased its properties and assets substantially as an entirety
is a corporation, partnership, trust or other entity validly existing under the laws of the
PRC, the Cayman Islands, the British Virgin Islands, Hong Kong or Singapore and such
Person expressly assumes by a trust deed supplemental to the Trust Deed and a deed
supplemental to the Deed of Guarantee all the obligations of the Guarantor or the Issuer
under the Deed of Guarantee, the Trust Deed, the Notes or the Guarantee, as the case
may be;
(ii) immediately after giving effect to the transaction, no Event of Default, and no event
which, after notice or lapse of time or both, would become an Event of Default, shall
have occurred and be continuing;
(iii) any such Person not organised and validly existing under the laws of the PRC (in the
case of the Guarantor) or Singapore (in the case of the Issuer) shall expressly agree in a
supplemental trust deed that its jurisdiction of organisation or tax residence (or any
political subdivision, territory or possession thereof, any taxing authority therein or any
area subject to its jurisdiction) will be added to the list of Relevant Jurisdictions (as
defined in Condition 8(a)); and
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(iv) if, as a result of the transaction, any property or asset of the Guarantor or any of the
Guarantor’s Principal Subsidiaries would become subject to a Lien that would not be
permitted under Condition 4(a) above, the Guarantor, the Issuer or such successor
Person takes such steps as shall be necessary to secure the Notes and the Guarantee at
least equally and rateably with the Relevant Indebtedness secured by such Lien or by
such other Lien as shall have been approved by the Noteholders pursuant to the Trust
Deed.
(c) Limitation on the Issuer’s Activities: So long as any Note remains outstanding:
(i) the Issuer will conduct no business or any other activities other than to finance the
business operations of the Guarantor or one or more companies controlled by the
Guarantor through the offering, sale or issuance of securities and borrowings of
indebtedness and holding of the proceeds thereof or investing in or lending of the
proceeds thereof to the Guarantor or a company controlled by the Guarantor and any
other activities in connection therewith;
(ii) the Guarantor will cause each of COSL Hong Kong International Limited and COSL
Singapore Limited (together with COSL Hong Kong International Limited, the
“Intermediate Companies” and each an “Intermediate Company”) to remain 100
per cent. owned directly or indirectly by the Guarantor; and
(iii) the Guarantor will cause COSL Singapore Limited to maintain 100 per cent. equity
ownership of the Issuer.
(d) Financial Information: For so long as any Note remains outstanding, and the common stock
of the Guarantor is not, or ceases to be, listed for trading on a stock exchange:
(i) the Guarantor will upload on its website and as soon as they are available and in any
event: (A) within 180 calendar days of the end of each fiscal year of the Guarantor
(which ends on 31 December) ending after the date hereof, copies of its latest annual
report and audited consolidated financial statements in English; (B) within 135 calendar
days of the end of the first semi-annual fiscal period of the Guarantor, copies of its
latest unaudited interim consolidated financial statements; and (C) within 10 calendar
days after any financial statements in (A) and (B) are filed with The Stock Exchange of
Hong Kong Limited or any other securities exchange on which its ordinary shares are at
any time listed for trading, true and correct copies of any financial or other report in the
English language filed with such exchange.
(ii) The Issuer and the Guarantor will deliver to the Trustee within 14 days of a written
request and within 180 days after the end of each fiscal year (which ends on 31
December) ending after the date hereof, an Officer’s Certificate (as defined in the Trust
Deed) of the Issuer and the Guarantor certifying that to the best of the knowledge,
information and belief of the Issuer and the Guarantor, no Event of Default (as defined
in Condition 9) or Potential Event of Default (as defined in the Trust Deed) had
occurred since the certification date of the last such certificate or (if none) the date of
the Trust Deed (or, if such an event has occurred, giving details of it) and the Issuer and
the Guarantor are in compliance with all covenants and conditions to be complied with
by them under the Trust Deed and the Deed of Guarantee (or, if non-compliance has
occurred, giving details of it). The Trustee may rely on the contents of such certificate
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with respect to the matters stated therein. For purposes of this Condition 4(d)(ii), such
compliance shall be determined without regard to any period of grace or requirement of
notice under these Conditions, the Trust Deed or the Deed of Guarantee.
(e) Undertakings relating to the Guarantee: The Guarantor undertakes that it will:
(i) file or cause to be filed with the State Administration of Foreign Exchange or its local
branch (“SAFE”) the Deed of Guarantee and other related documents in accordance
with the Foreign Exchange Administration Rules on Cross-Border Security (跨境擔保外
匯管理規定 ) within the prescribed timeframe after the execution of the Deed of
Guarantee (the “Cross-Border Security Registration”), and use its best endeavours to
complete the Cross-Border Security Registration on or before the Registration Deadline
and obtain a registration evidence ( 業務登記憑證) from SAFE; and
(ii) deliver to the Trustee on or before the relevant Registration Deadline a certificate in
substantially the form set out in the Trust Deed of a director or duly authorised officer
of the Guarantor (who is also an Authorised Signatory of the Guarantor) confirming the
completion of the registration with SAFE of the Guarantee and the Deed of Guarantee
together with a copy of the relevant SAFE registration evidence ( 業務登記憑證) and
any other document (if applicable) issued by SAFE evidencing the completion of the
SAFE registration, each certified in English by such Authorised Signatory of the
Guarantor to be a true and correct copy of the original.
(f) Undertaking relating to the NDRC: The Guarantor undertakes that it will (i) within the
prescribed time period prescribed by the NDRC (as defined below) or under the relevant laws
and regulations, file or cause to be filed with the National Development and Reform
Commission of the PRC or its local counterparts (the “NDRC”) the requisite information and
documents (the “ NDRC Post-issuance Filing”) in accordance with the Administrative
Measures on the Approval and Registration of Medium- to Long-Term Foreign Debts of
Enterprises (企業中長期外債審核登記管理辦法) issued by the NDRC and effective as of 10
February 2023 and comply with all applicable PRC laws, rules and regulations in connection
with the Notes (including, but not limited to, any rules and regulations issued by the NDRC
from time to time) and (ii) comply with the continuing obligations including making other
appropriate post-issuance disclosures, registrations and filings in connection with the Notes as
required by applicable laws and regulations issued by the NDRC from time to time.
(g) Corporate Existence: For so long as any Note remains outstanding, each of the Issuer and the
Guarantor shall do or cause to be done all things necessary to preserve and keep in full force
and effect its corporate existence and that of each Principal Subsidiary and the corporate rights
(charter and statutory), corporate licences and corporate franchises of the Issuer, the Guarantor
and each Principal Subsidiary, except where a failure to do so, singly or in the aggregate,
would not have a material adverse effect upon the business, prospects, assets, conditions
(financial or otherwise) or results of operations of the Guarantor and the Principal Subsidiaries
taken as a whole; provided that subject to Condition 4(b), neither the Issuer nor the Guarantor
shall be required to preserve any such existence, right, licence or franchise if the board of
directors of the Issuer, the Guarantor or of the Subsidiary concerned, as the case may be, shall
determine that the preservation thereof is no longer desirable in the conduct of the business of
the Issuer, the Guarantor or such Principal Subsidiary and that the loss thereof would not have
a material adverse impact on the Noteholders.
–– 95 ––
(h) Definitions: In these Conditions:
“Adjusted Consolidated Net Worth” means the sum of the Guarantor’s (i) shareholders’
equity as determined under HKFRS and (ii) Subordinated Indebtedness;
“Authorised Signatory” has the meaning given to it in the Trust Deed;
“Capital Stock” means any and all shares, interests (including joint venture interests),
participations or other equivalents (however designated) of capital stock of a corporation or
any and all equivalent ownership interests in a Person (other than a corporation);
“China Business Day” means a day (other than a Saturday, Sunday or a public holiday) on
which banks in Beijing, PRC are not authorised or obligated by law or executive order to be
closed;
“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic
of China;
“HKFRS” means the Hong Kong Financial Reporting Standards;
“Indebtedness” of any Person means, at any date, without duplication, (i) any outstanding
indebtedness for or in respect of money borrowed (including bonds, debentures, notes or other
similar instruments, whether or not listed) that is evidenced by any agreement or instrument,
excluding trade payables, (ii) all non-contingent obligations of such Person to reimburse any
bank or other Person in respect of amounts paid under a letter of credit or similar instrument,
and (iii) all Indebtedness of others guaranteed by such Person; provided, however, that, for the
purpose of determining the amount of the Guarantor’s Indebtedness outstanding at any relevant
time, the amount included as the Guarantor’s Indebtedness in respect of finance leases shall be
the net amount from time to time properly characterised as “obligations under finance leases”
in accordance with the HKFRS;
“Lien” means any mortgage, charge, pledge, lien, encumbrance, hypothecation, title retention,
security interest or security arrangement of any kind;
“Officer’s Certificate” has the meaning given to it in the Trust Deed;
“Person” means any individual, corporation, partnership, joint venture, association, joint stock
company, trust, unincorporated organisation, limited liability company, enterprise, government
or any agency or political subdivision thereof or any other entity;
“PRC” means the People’s Republic of China, excluding, for the purpose of these Conditions
only, Hong Kong, the Macau Special Administrative Region of the People’s Republic of China
and Taiwan;
“Principal Subsidiary” at any time shall mean any one of the Guarantor’s Subsidiaries:
(a) as to which one or more of the following conditions is/are satisfied:
(i) its net profit or (in the case of one of the Guarantor’s Subsidiaries which has
Subsidiaries) consolidated net profit attributable to the Guarantor (in each case
before taxation and exceptional items) is at least 10 per cent. of the Guarantor’s
consolidated net profit (before taxation and exceptional items); or
–– 96 ––
(ii) its net assets or (in the case of one of the Guarantor’s Subsidiaries which has
Subsidiaries) consolidated net assets attributable to the Guarantor (in each case
after deducting minority interests in Subsidiaries) are at least 10 per cent. of the
Guarantor’s consolidated net assets (after deducting minority interests in
Subsidiaries),
all as calculated by reference to the then latest audited financial statements
(consolidated or, as the case may be, unconsolidated) of the Guarantor’s Subsidiary
and the Guarantor’s then latest consolidated financial statements, provided that: (1) in
the case of a Subsidiary of the Guarantor acquired after the end of the financial period
to which the then latest relevant audited financial statements relate, the reference to the
then latest audited financial statements for the purposes of the calculation above shall,
until audited financial statements for the financial period in which the acquisition is
made are published, be deemed to be a reference to the financial statements adjusted to
consolidate the latest audited financial statements of the Subsidiary in the financial
statements; (2) if, in the case of a Subsidiary of the Guarantor which itself has one or
more Subsidiaries, no consolidated financial statements are prepared and audited, its
consolidated net assets and consolidated net profits shall be determined on the basis of
pro forma consolidated financial statements of the relevant Subsidiary and its
Subsidiaries prepared for this purpose; or (3) if the financial statements of a
Subsidiary of the Guarantor (not being a Subsidiary referred to in proviso (1) above
of this definition) are not consolidated with those of the Guarantor then the
determination of whether or not the Subsidiary is a Principal Subsidiary shall, if the
Guarantor requires, be based on a pro forma consolidation of its financial statements
(consolidated, if appropriate) with the consolidated financial statements of the Guarantor
and its Subsidiaries; or
(b) to which is transferred all or substantially all of the assets of the Guarantor’s Subsidiary
which immediately prior to the transfer was a Principal Subsidiary, provided that, with
effect from such transfer, the Subsidiary which so transfers its assets and undertakings
shall cease to be a Principal Subsidiary (but without prejudice to paragraph (a) above of
this definition) and the Guarantor’s Subsidiary to which the assets are so transferred
shall become a Principal Subsidiary.
An Officer’s Certificate of the Guarantor stating that, in the opinion of the Guarantor, a
Subsidiary is or is not, or was or was not, a Principal Subsidiary shall, in the absence of wilful
default or manifest error, be conclusive and binding on the Issuer, the Guarantor, the Trustee,
the Agents and the Noteholders. Such Officer’s Certificate shall, if there is a dispute as to
whether a Subsidiary of the Issuer is or is not a Principal Subsidiary, be accompanied by a
report by an internationally recognised firm of accountants addressed to the directors of the
Guarantor as to proper extraction of the figures used by the Guarantor in determining the
Principal Subsidiaries of the Guarantor and mathematical accuracy of the calculation;
“Rating Agencies” means (i) Standard & Poor’s Ratings Services and its affiliates (“S&P”);
(ii) Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors
(“Moody’s”); (iii) Fitch Ratings Ltd., a subsidiary of the Fitch Group, a jointly owned
subsidiary of Fimalae, S.A. and Hearst Corporation, and its successors (“Fitch”); and (iv) if
one or more of S&P, Moody’s or Fitch or shall not make a rating of the Notes publicly
available, any internationally recognised securities rating agency or agencies, as the case may
be, selected by (and notified to the Trustee in writing by) the Guarantor, which shall be
substituted for S&P, Moody’s or Fitch or any combination thereof, as the case may be;
–– 97 ––
“Registration Deadline” means the day falling 120 China Business Days after the Issue Date;
“Relevant Indebtedness” of any Person means, at any date, Indebtedness, (i) that has a final
maturity of one year or more from the date of incurrence or issuance of such Indebtedness and
(ii) is in the form of, is represented or embodied by, bonds, notes, debentures or other
securities which are, or intended to be, commonly quoted, listed or dealt in or traded on any
stock exchange or over-the-counter securities market;
“Subordinated Indebtedness” means the Guarantor’s Indebtedness (including perpetual debt,
which the Guarantor is not required to repay) which (i) has a final maturity and a weighted
average life to maturity longer than the remaining life to maturity of the Notes and (ii) is
issued or assumed pursuant to, or evidenced by, an indenture or other instrument containing
provisions for the subordination of such Indebtedness to the Notes including (A) a provision
that in the event of the bankruptcy, insolvency or other similar proceeding in respect of the
Guarantor, the holders of the Notes shall be entitled to receive payment in full in cash of all
principal, Additional Amounts (as defined in Condition 8(a)) and interest on the Notes
(including all interest arising after the commencement of such proceeding whether or not an
allowed claim in such proceeding) before the holder or holders of any such Subordinated
Indebtedness shall be entitled to receive any payment of principal, interest or premium thereon;
(B) a provision that, if an Event of Default has occurred and is continuing under the Trust
Deed, the holder or holders of any such Subordinated Indebtedness shall not be entitled to
payment of any principal, interest or premium in respect thereof unless or until such Event of
Default shall have been cured or waived or shall have ceased to exist; and (C) a provision that
the holder or holders of such Subordinated Indebtedness may not accelerate the maturity
thereof as a result of any default relating thereto so long as any Note is outstanding;
“Subsidiary” means, as applied to any Person, any corporation or other entity of which a
majority of the outstanding Voting Shares is, at the time, directly or indirectly, owned by such
Person; and
“Voting Shares” means, with respect to any Person, the Capital Stock having the general
voting power under ordinary circumstances to vote on the election of the members of the board
of directors or other governing body of such Person (irrespective of whether or not at the time
stock of any other class or classes shall have or might have voting power by reason of the
happening of any contingency).
Neither the Trustee nor any Agent shall have any obligation to monitor and/or ensure and/or
assist with the Cross-border Security Registration or the NDRC Post-Issuance Filing on or
before the relevant deadlines referred above in Conditions 4(e) and 4(f) or to verify the
accuracy, content, completeness, validity and/or genuineness of any documents in relation to or
in connection with the Cross-border Security Registration or the NDRC Post-Issuance Filing,
or to procure that any document in relation to or in connection with the Cross-border Security
Registration or the NDRC Post-Issuance Filing not in English is translated into English or to
verify the accuracy of any English translation of any document in relation to or in connection
with the Cross-border Security Registration or the NDRC Post-Issuance Filing, or to give
notice to the Noteholders confirming the completion of the NDRC Post-issue Filing or the
SAFE Registration, and none of them shall be liable to the Noteholders or any other person for
not doing so.
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(a) Interest Rate and Interest Payment Dates: The Notes bear interest on their outstanding
principal amount from and including 16 March 2026 at the rate of 1.95 per cent. per annum,
payable semi-annually in arrear on 16 March and 16 September in each year (each an
“Interest Payment Date”), commencing on 16 September 2026. If any Interest Payment Date
would otherwise fall on a day which is not a business day (as defined below in this Condition
into the next calendar month in which event it shall be brought forward to the immediately
preceding business day.
(b) Interest Payments: Each Note will cease to bear interest from the due date for redemption
unless, upon surrender of the Definitive Certificate representing such Note, payment of
principal or premium (if any) is improperly withheld or refused. In such event, it shall continue
to bear interest in accordance with this Condition 5 (both before and after judgment) until
whichever is the earlier of (i) the day on which all sums due in respect of such Note up to that
day are received by or on behalf of the relevant Noteholder, and (ii) the day seven days after
the Trustee or the CMU Lodging and Paying Agent has notified Noteholders of receipt of all
sums due in respect of all the Notes up to that seventh day (except to the extent that there is
failure in the subsequent payment to the relevant holders under these Conditions).
(c) Calculation of Interest: Interest in respect of any Note shall be calculated on the basis of the
actual number of days in the Interest Period or such other period divided by 365, and rounding
the resulting figure to the nearest cent (half a cent being rounded upwards).
In this Condition 5:
“business day” means a day (other than a Saturday, Sunday or public holiday) upon which
commercial banks are generally open for business and settlement of Renminbi payments in
Hong Kong; and
“Interest Period” means each period beginning on (and including) the Issue Date or any
Interest Payment Date and ending on (and excluding) the next Interest Payment Date.
(a) Final Redemption: Unless previously redeemed, or purchased and cancelled, the Notes will be
redeemed at their principal amount on the Interest Payment Date falling on, or nearest to, 16
March 2029 (the “Maturity Date”). The Notes may not be redeemed at the option of the
Issuer other than in accordance with this Condition 6.
(b) Redemption for Taxation Reasons: The Notes may be redeemed at the option of the Issuer in
whole, but not in part at any time, on giving not less than 30 nor more than 60 days’ notice to
the Noteholders in accordance with Condition 15 (which notice shall be irrevocable) and in
writing to the Trustee and the CMU Lodging and Paying Agent, at their Early Redemption
Amount (Tax), together with interest (if any) accrued to, but excluding, the date fixed for
redemption, if, before giving such notice, the Issuer satisfies the Trustee that as a result of any
change in or amendment to the laws of a Relevant Jurisdiction or any regulations or rulings
promulgated thereunder, or any change in the official interpretation or official application of
such laws, regulations or rulings, which change or amendment (i) except as described in (B)
immediately below, becomes effective on or after the Issue Date or (ii) in the case of any
successor to the Guarantor or the Issuer that is organised or tax resident in a jurisdiction that is
–– 99 ––
not a Relevant Jurisdiction as of the Issue Date, becomes effective on or after the date such
successor assumes the Guarantor’s or the Issuer’s obligations, as applicable, under the Notes,
the Deed of Guarantee and the Trust Deed:
(1) the Issuer is or would be required on the next succeeding due date for a payment with
respect to the Notes to pay Additional Amounts with respect to the Notes as provided or
referred to in Condition 8;
(2) the Guarantor is or would be unable, for reasons outside its control, on the next
succeeding due date for a payment with respect to the Notes to procure payment by the
Issuer, and with respect to a payment due or to become due under the Guarantee or the
Deed of Guarantee, the Guarantor is or would be required on the next succeeding due
date for a payment with respect to the Notes to pay Additional Amounts as provided or
referred to in Condition 8 provided that, where any such requirement to pay Additional
Amounts is due to taxes, duties, assessments or governmental charges of whatever
nature imposed, levied, collected, withheld or assessed by or on behalf of the PRC, the
Issuer shall only be permitted to redeem the Notes in accordance with this Condition
are required to be paid is in excess of the Applicable PRC Rate;
and, in each case, such obligation cannot be avoided by the use of reasonable measures
available to the Guarantor, the Issuer or any successor person, as the case may be; provided,
however, that no such notice of redemption shall be given earlier than 90 days prior to the
earliest date on which the Issuer or the Guarantor, as the case may be, would be obliged to pay
such Additional Amounts if a payment in respect of the Notes were then due or (as the case
may be) a demand under the Guarantee were then made.
“Applicable PRC Rate” means (i) in the case of deduction or withholding of PRC income tax,
any related local levies), 6.00 per cent., or (iii) in the case of deduction or withholding of both
PRC income tax and PRC value added tax (including any related local levies), 16.70 per cent.
Prior to the publication of any notice of redemption pursuant to this Condition 6(b), the Issuer
shall deliver or procure that there is delivered to the Trustee (I) an Officer’s Certificate (as
defined in the Trust Deed) of the Issuer (or, as the case may be, the Guarantor) stating that the
circumstances referred to in this Condition 6(b) prevail and setting out the details of such
circumstances, and (II) an opinion in form and substance satisfactory to the Trustee of
independent legal advisers of recognised standing to the effect that the Issuer or (as the case
may be) the Guarantor has or will become obliged to pay such Additional Amounts as a result
of such change or amendment. The Trustee shall be entitled to accept such Officer’s Certificate
and opinion as sufficient evidence (without further investigation or query and without liability
to the Noteholders or any other person) of the satisfaction of the circumstances set out in this
Condition 6(b), in which event it shall be conclusive and binding on the Noteholders and the
Trustee shall be protected and shall have no liability to any Noteholder or any person for so
accepting and relying on such certificate or opinion. Upon the expiry of any such notice as is
referred to in this Condition 6(b), the Issuer shall be bound to redeem the Notes in accordance
with this Condition 6(b).
(c) Redemption Upon a No Registration Event: Upon the occurrence of a No Registration
Event, the Noteholder of any Note will have the right, at such Noteholder’s option, to require
the Issuer to redeem all, but not part, of that Noteholder’s Notes on the No Registration Event
Redemption Date at the Early Redemption Amount (No Registration Event), together with
–– 100 ––
interest (if any) accrued to, but excluding, the No Registration Event Redemption Date. To
exercise such right, the Noteholder must deposit at the Specified Office of the relevant Paying
Agent during normal business hours (being 9:00 a.m. to 3:00 p.m., Monday to Friday except
for public holidays in the location of the Specified Office of the relevant Transfer Agent or, as
the case may be, the Registrar) a duly completed and signed notice of redemption, in the form
for the time being current, obtainable from the Specified Office of the relevant Paying Agent
(a “No Registration Event Put Exercise Notice”), together with the Definitive Certificates
evidencing the Notes to be redeemed by not later than 30 days following a No Registration
Event, or, if later, 30 days following the date upon which notice thereof is given to
Noteholders by the Issuer in accordance with Condition 15. The “No Registration Event
Redemption Date” shall be the fifth day after the expiry of such period of 30 days as referred
to above.
A No Registration Event Put Exercise Notice, once delivered, shall be irrevocable and the
Issuer shall redeem the Notes subject to the No Registration Event Put Exercise Notice
delivered as aforesaid.
The Issuer shall give notice to Noteholders in accordance with Condition 15 and the Trustee
and the CMU Lodging and Paying Agent in accordance with the Trust Deed and Agency
Agreement by not later than five days following the first day on which it becomes aware of the
occurrence of a No Registration Event, which notice shall specify the transaction or
transactions that constitute the No Registration Event and the procedure for exercise by
Noteholders of their rights to require redemption of the Notes pursuant to this Condition 6(c).
(d) Redemption Upon a Change of Control Triggering Event: Upon the occurrence of a
Change of Control Triggering Event, the Noteholder of any Note will have the right, at such
Noteholder’s option, to require the Issuer to redeem all, but not part, of that Noteholder’s
Notes on the Change of Control Put Date at the relevant Early Redemption Amount (Change of
Control), together with accrued interest up to, but excluding the Change of Control Put Date.
To exercise such right, the Noteholder of the relevant Note must deposit at the Specified
Office of any Transfer Agent or the Registrar during normal business hours (being 9:00 a.m. to
of the relevant Transfer Agent or, as the case may be, the Registrar) a duly completed and
signed notice of redemption, in the form for the time being current, obtainable from the
Specified Office of any Transfer Agent or the Registrar (a “Change of Control Put Exercise
Notice”), together with the Definitive Certificates evidencing the Notes to be redeemed by not
later than 60 days following a Change of Control Triggering Event, or, if later, 60 days
following the date upon which notice thereof is given to Noteholders by the Issuer in
accordance with Condition 15. The “Change of Control Put Date” shall be the 14th day after
the expiry of such period of 60 days as referred to above.
A Change of Control Put Exercise Notice, once delivered, shall be irrevocable and the Issuer
shall redeem the Notes subject to the Change of Control Put Exercise Notices delivered as
aforesaid.
The Issuer shall give notice to Noteholders in accordance with Condition 15 and the Trustee
and the CMU Lodging and Paying Agent in accordance with the Trust Deed and Agency
Agreement by not later than 30 days following the first day on which it becomes aware of the
occurrence of a Change of Control Triggering Event, which notice shall specify the transaction
or transactions that constitute the Change of Control Triggering Event and the procedure for
exercise by Noteholders of their rights to require redemption of the Notes pursuant to this
Condition 6(d).
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(e) Make Whole Redemption at the Option of the Issuer: On giving not less than 30 nor more
than 60 days’ notice (a “Make Whole Optional Redemption Notice”) to the Trustee in
accordance with the Trust Deed and the Noteholders in accordance with Condition 15, the
Issuer may at any time and from time to time prior to 16 February 2029 (the “Par Call Date”)
redeem the Notes, in whole or, subject as provided in Condition 6(g) below, in part, at the
Make Whole Price, together with interest (if any) accrued to, but excluding, the redemption
date (the “Make Whole Optional Redemption Date”) specified in the Make Whole Optional
Redemption Notice.
In this Condition 6(e):
“Independent Investment Bank” means an independent investment bank or financial advisor
of international repute, selected and appointed by the Issuer or the Guarantor at the cost of the
Issuer or the Guarantor, as the case may be (and notice thereof is given to Noteholders in
accordance with Condition 15 and in writing to the Trustee and the CMU Lodging and Paying
Agent by the Issuer) for the purposes of performing any of the functions expressed to be
performed by it under this Condition 6(e);
“Make Whole Call Reference Rate” means the rate per annum equal to the semi-annual
equivalent yield to maturity derived from the average of the bid and asked prices of the
offshore China Government Bond denominated in Renminbi (Bloomberg ticker: CGB Govt, or
any equivalent successor Bloomberg ticker that is publicly available) having a maturity equal
or closest to the Maturity Date, as determined by the Independent Investment Bank in
accordance with the provisions hereof (the “Comparable China Government Bond”)
(expressed as a percentage of principal amount (rounded to three decimal places, 0.0005 being
rounded upwards)), prevailing at 11:00 a.m. (Hong Kong time) on the third Make Whole
Determination Business Day preceding the Optional Redemption Date as displayed on the
Bloomberg page and as determined by the Independent Investment Bank. If on the third Make
Whole Determination Business Day preceding the Optional Redemption Date, the rate per
annum equal to the semi-annual equivalent yield to maturity derived from the average of the
bid and asked prices of the China Government Bond ticker is not published or available, the
Independent Investment Bank shall, on the second Make Whole Determination Business Day
preceding such Optional Redemption Date, calculate the Make Whole Call Reference Rate
based on the average of the bid and asked prices at 11:00 a.m. (Hong Kong time) of such
Comparable China Government Bond (expressed as a percentage of principal amount (rounded
to three decimal places, 0.0005 being rounded upwards)) quoted in writing to the Independent
Investment Bank by any financial institutions that are recognised dealers or brokers in offshore
PRC Government Bonds;
“Make Whole Price” means, with respect to a Note at any Make Whole Optional Redemption
Date and as determined by an Independent Investment Bank, the amount that is the greater of
(i) 100 per cent. of the principal amount of the applicable Notes to be redeemed and (ii) the
present value at such Make Whole Optional Redemption Date of (A) the principal amount of
such Note on the Par Call Date, plus (B) all required remaining scheduled interest payments
due on such Note through the Par Call Date (but excluding accrued and unpaid interest to the
Make Whole Optional Redemption Date), computed using a discount rate equal to the Make
Whole Call Reference Rate plus 10 basis points (all as determined by the Independent
Investment Bank); and
“Make Whole Determination Business Day” means a day, other than a Saturday, Sunday or
public holiday, on which commercial banks and foreign exchange markets are open for general
business in Hong Kong.
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For the avoidance of doubt, neither the Trustee nor the Agents shall be responsible or liable for
making any calculations or determinations under this Condition 6(e)
(f) Par Redemption at the Option of the Issuer: On giving not less than 30 nor more than 60
days’ notice (an “Par Optional Redemption Notice”) to the Trustee in accordance with Trust
Deed and the Noteholders in accordance with Condition 15, the Issuer may at any time after
the Par Call Date redeem the Notes, in whole or, subject as provided in Condition 6(g) below,
in part, at 100 per cent. of their principal amount, together with interest (if any) accrued to, but
excluding, the redemption date specified in the Par Optional Redemption Notice.
(g) Partial Redemption: In the case of a partial redemption of Notes, the Notes to be redeemed
(“Redeemed Notes”) will be selected by the Issuer individually by lot, not more than 30 days
prior to the date fixed for redemption, and a list of the serial numbers of such Redeemed Notes
will be published in accordance with Condition 15 not less than 15 days prior to the date fixed
for redemption.
Whilst the Notes are evidenced by the Global Certificate, in the case of a partial redemption of
Notes, Redeemed Notes will be selected in accordance with the rules of the CMU.
(h) Notice of redemption: All Notes in respect of which any notice of redemption is given under
this Condition 6 shall be redeemed on the date, in such place and in such manner as specified
in such notice in accordance with this Condition 6. If there is more than one notice of
redemption given in respect of any Note (which shall include any notice given by the Issuer
pursuant to Condition 6(b), any No Registration Event Put Exercise Notice given by a
Noteholder pursuant to Condition 6(c) and any Change of Control Put Exercise Notice given
by a Noteholder pursuant to Condition 6(d)), the notice given first in time shall prevail and in
the event of two notices being given on the same date, the first to be given shall prevail.
Neither the Trustee nor any of the Agents shall be responsible for calculating or verifying any
calculations of any amounts payable under any notice of redemption, or have a duty to verify
the accuracy, validity and/or genuineness of any documents in relation to or in connection
thereto, and none of them shall be liable to Noteholders, the Issuer or any other person for not
doing so.
(i) Purchase: The Issuer, the Guarantor and their respective Subsidiaries may at any time
purchase Notes in the open market or otherwise at any price. The Notes so purchased, while
held by or on behalf of the Issuer, the Guarantor or any such Subsidiary prior to cancellation
pursuant to Condition 6(j) and the Agency Agreement, shall not entitle the holder to vote at
any meetings of the holders of the Notes and shall not be deemed to be outstanding for certain
purposes, including without limitation for the purpose of calculating quorums at meetings of
the holders or for the purposes of Conditions 9, 12(a) and 14.
(j) Cancellation: All Notes purchased by the Issuer, the Guarantor or their respective Subsidiaries
shall be cancelled and may not be reissued or resold and the obligations of the Issuer and the
Guarantor in respect of any such Notes shall be discharged.
(k) Definitions: In these Conditions:
“Change of Control” means the occurrence, at any time, of any of the following:
(i) the Guarantor ceasing to own directly or indirectly 100 per cent. of the Voting Shares of
the Issuer;
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(ii) China National Offshore Oil Corporation ceasing to own and control directly or
indirectly 40 per cent. of the Voting Shares of the Guarantor; or
(iii) the government of the People’s Republic of China ceasing to Control China National
Offshore Oil Corporation;
“Change of Control Triggering Event” means a Change of Control, provided that, in the
event that the Notes are, on the Rating Date, rated Investment Grade by two or more Rating
Agencies, a Change of Control Triggering Event shall mean the occurrence of both a Change
of Control and a Rating Decline. No Change of Control Triggering Event will be deemed to
have occurred in connection with any particular Change of Control unless and until such
Change of Control has actually been consummated;
“Control” means the ownership or control of more than 50 per cent. of the voting rights of the
issued share capital of a Person or the right to appoint and/or remove all or the majority of the
members of the Person’s board of directors or other governing body, whether obtained directly
or indirectly, and whether obtained by ownership of share capital, the possession of voting
rights, contract or otherwise;
“Early Redemption Amount” means, as applicable, the Early Redemption Amount (Change
of Control), the Early Redemption Amount (No Registration Event) or the Early Redemption
Amount (Tax);
“Early Redemption Amount (Change of Control)” means, in respect of any Note, 101 per
cent. of its principal amount;
“Early Redemption Amount (No Registration Event)” means, in respect of any Note, its
principal amount;
“Early Redemption Amount (Tax)” means, in respect of any Note, its principal amount;
“Investment Grade” means a rating of “AAA”, “AA”, “A” or “BBB”, as modified by a “+”or
“-”indication, or an equivalent rating representing one of the four highest rating categories, by
S&P or any of its successors or assigns; a rating of “Aaa”, “Aa”, “A” or “Baa”, as modified by
a “1”, “2”or “3”indication, or an equivalent rating representing one of the four highest rating
categories, by Moody’s or any of its successors or assigns; a rating of “AAA”, “AA”, “A” or
“BBB”, as modified by a “+”or “-”indication, or an equivalent rating representing one of the
four highest rating categories, by Fitch or any of its successors or assigns; or the equivalent
ratings of any internationally recognised securities rating agency or agencies, as the case may
be, which shall have been designated by the Guarantor as having been substituted for S&P,
Moody’s, or Fitch or any combination thereof, as the case may be;
A “No Registration Event” occurs when the Registration Condition has not been satisfied on
or prior to the Registration Deadline;
“Rating Date” means, in connection with a Change of Control Triggering Event, that date
which is 90 days prior to the earlier of (i) a Change of Control and (ii) a public notice of the
occurrence of a Change of Control or of the intention by the Guarantor or any other Person or
Persons to effect a Change of Control;
–– 104 ––
“Rating Decline” means, in connection with a Change of Control Triggering Event, the
occurrence on, or within six months after, the date, or public notice of the occurrence of, a
Change of Control or the intention by the Guarantor or any other person or persons to effect a
Change of Control (which period shall be extended (by no more than an additional three
months after the consummation of the Change of Control) so long as the rating of the Notes is
under publicly announced consideration for possible downgrade by any of the Rating
Agencies) of any of the events listed below:
(i) in the event the Notes are (A) on the Rating Date (1) rated by three Ratings Agencies
and (2) rated Investment Grade by each such Rating Agency, and (B) cease to be rated
Investment Grade by at least two of such Rating Agencies;
(ii) in the event the Notes are (A) on the Rating Date (1) rated by two but not more Ratings
Agencies and (2) rated Investment Grade by each such Rating Agency, and (B) cease to
be rated Investment Grade by both such Rating Agencies; or
(iii) in the event the Notes are (A) on the Rating Date (1) rated by one Ratings Agency only
and (2) rated Investment Grade by each such Rating Agency, and (B) cease to be rated
Investment Grade by such Rating Agency.
The Trustee shall not be obliged to take any steps to ascertain whether a Change of Control
has occurred or may occur or to monitor the occurrence of any Change of Control, and shall
not be liable to the Noteholders or any other person for not doing so; and
“Registration Condition” means the receipt by the Trustee of:
(i) a certificate in substantially the form set out in the Trust Deed of a director or duly
authorised officer of the Guarantor (who is also an Authorised Signatory of the
Guarantor) confirming the completion of the registration with SAFE of the Guarantee
and the Deed of Guarantee; and
(ii) a copy of the relevant SAFE registration evidence ( 業務登記憑證 ) and any other
document (if applicable) issued by SAFE evidencing the completion of the SAFE
registration, each certified in English by such Authorised Signatory of the Guarantor to
be a true and correct copy of the original.
Neither the Trustee nor any Agent shall have any obligation or duty to verify the accuracy,
content, completeness, validity or genuineness of any documents in relation to or in connection
with the Registration Condition and none of them shall be liable to Noteholders or any other
person for not doing so.
(a) Method of payment:
(i) Payments of principal, premium (if any) and interest due on the Notes shall be made
(subject to surrender of the relevant Definitive Certificates at the Specified Office of
any Agent if no further payment falls to be made in respect of the Notes represented by
such Definitive Certificates) in the manner provided in Condition 7(a)(ii) below.
–– 105 ––
(ii) Interest due on each Note represented by Definitive Certificates shall be paid to the
holder shown on the Register at the close of business on the fifth Payment Business Day
before the due date for payment thereof (the “Interest Record Date”). Payments of
interest on each Note shall be made in Renminbi by transfer to the registered account of
the relevant Noteholder. In these Conditions, the “registered account” of a Noteholder
means the Renminbi account maintained by or on behalf of such holder with a bank in
Hong Kong that processes payments in Renminbi, details of which appear in the
Register.
Notwithstanding the foregoing, so long as the Notes are represented by a Global
Certificate, each payment in respect of the Global Certificate will be made to the person
shown as the holder of the Notes in the Register, in each case at the close of business
day (being a day on which the CMU is open for business) before the relevant due date.
Payment of interest or principal by the CMU Lodging and Paying Agent to the person
for whose account a relevant interest in the Global Note is credited as being held by the
CMU at the relevant time as notified to the CMU Lodging and Paying Agent by the
CMU in a relevant CMU Instrument Position Report (as defined in the relevant CMU
rules) or any other relevant notification by the CMU shall discharge the obligations of
the Issuer in respect of that payment.
(iii) If the amount of principal being paid upon surrender of the relevant Definitive
Certificate is less than the outstanding principal amount of such Definitive Certificate,
the Registrar will annotate the Register with the amount of principal so paid and will (if
so requested in writing by the Issuer or a Noteholder) issue a new Definitive Certificate
with a principal amount equal to the remaining unpaid outstanding principal amount. If
the amount of premium (if any) or interest being paid is less than the amount then due,
the Registrar will annotate the Register with the amount of premium (if any) or interest
so paid.
(b) Payments subject to fiscal laws: Payments on the Notes will be subject in all cases to (i) any
fiscal or other laws and regulations applicable thereto in the place of payment, but without
prejudice to the provisions of Condition 8 and (ii) any withholding or deduction required
pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of
of the Code, any regulations or agreements thereunder, any official interpretations thereof, or,
without prejudice to the provisions of Condition 8, any law implementing an intergovernmental
approach thereto. No commissions or expenses shall be charged to the Noteholders in respect
of such payments.
(c) Payments on Payment Business Days: Payment instructions (for value the due date, or, if the
due date is not Payment Business Day, for value the next succeeding Payment Business Day)
will be initiated (i) (in the case of payments of principal, premium and interest payable on
redemption) on the later of the due date for payment and the day on which the relevant
Definitive Certificate is surrendered (or, in the case of part payment only, endorsed) at the
Specified Office of a Paying Agent and (ii) (in the case of payments of interest payable other
than on redemption) on the due date for payment. A Holder of a Registered Note shall not be
entitled to any interest or other payment in respect of any delay in payment resulting from the
due date for a payment not being a Payment Business Day.
–– 106 ––
(d) Payment Business Day: In these Conditions, “Payment Business Day” means a day (other
than a Saturday, Sunday or public holiday) on which commercial banks are open for business
and settlement of Renminbi payments in Hong Kong and the city in which the Specified Office
of the Paying Agent is located and, in the case of the surrender of a Definitive Certificate, in
the place where the Definitive Certificate is surrendered. If any date for payment in respect of
any Note is not a Payment Business Day, the Noteholder shall not be entitled to payment until
the next following Payment Business Day nor to any interest or other sum in respect of such
postponed payment.
(e) Agents: The CMU Lodging and Paying Agent, the Transfer Agent and the Registrar and their
initial Specified Offices, and the Trustee and its principal place of business, are listed below.
The Agents act solely as agents of the Issuer and the Guarantor and do not assume any
obligation or relationship of agency or trust for or with any Noteholder. The Issuer and the
Guarantor reserve the right at any time with the prior written approval of the Trustee to vary or
terminate the appointment of any Agent and to appoint additional or other, provided that it will
at all times maintain (i) a Trustee, (ii) a Registrar, (iii) a CMU lodging and paying agent in
Hong Kong, (iv) a Transfer Agent, and (v) such other agent as may be required by any stock
exchange on which the Notes may be listed.
(a) Gross up: All payments of principal and interest in respect of the Notes and/or, if the
Guarantee is called, the Guarantee by or on behalf of the Issuer or the Guarantor shall be made
free and clear of, and without withholding or deduction for or on account of, any present or
future taxes, duties, assessments or governmental charges of whatever nature imposed, levied,
collected, withheld or assessed by or on behalf of Singapore or the PRC, in each case including
any political subdivision, territory or possession thereof, and any authority therein having
power to tax (each as applicable, a “Relevant Jurisdiction”), unless the withholding or
deduction of such taxes, duties, assessments, or governmental charges is required by law. In
that event, the Issuer or (as the case may be) the Guarantor shall pay such additional amounts
(the “Additional Amounts”) as will result in receipt by the Noteholders after such withholding
or deduction of such amounts as would have been received by them had no such withholding
or deduction been required, except that no such Additional Amounts shall be payable in respect
of any Note:
(i) held by or on behalf of a Noteholder which is liable to such taxes, duties, assessments
or governmental charges in respect of such Note by reason of its or a beneficial owner
having some connection with the Relevant Jurisdiction other than the mere holding of
the Note; or
(ii) where the relevant Note or Definitive Certificate is presented (where presentation is
required) or surrendered for payment more than 30 days after the Relevant Date except
to the extent that the Noteholder of such Note would have been entitled to such
Additional Amounts on presenting or surrendering such Note or Definitive Certificate
for payment on the last day of such period of 30 days; or
(iii) with respect to such taxes, duties, assessments or governmental charges in respect of
such Note that would not have been imposed but for the failure of the Noteholder or
beneficial owner to comply with a timely request of the Issuer or the Guarantor
addressed to the Noteholder of such Note to provide certification or information
–– 107 ––
concerning the nationality, residence or identity of the Noteholder or beneficial owner
of such Note, if compliance is required as a precondition to relief or exemption from
such taxes, duties, assessments or governmental charges; or
(iv) with respect to any estate, inheritance, gift, sale, transfer, personal property or similar
tax, assessment or other similar governmental charge; or
(v) with respect to any such taxes, duties, assessments or governmental charges in respect
of such Note payable otherwise than by deduction or withholding from payments under
or with respect to the Note or Guarantee; or
(vi) any combination of the preceding items (i) through (v) above.
Additional Amounts will not be paid with respect to any payment of the principal of or any
interest on any Note, or under the Guarantee, by or on behalf of the Issuer or the Guarantor to
any Noteholder thereof which is a fiduciary or partnership or any person other than the sole
beneficial owner of such payment to the extent that payment would be required by the laws of
the Relevant Jurisdiction to be included in the income of a beneficiary or settlor with respect to
the fiduciary, a member of that partnership or a beneficial owner who would not have been
entitled to the Additional Amounts had that beneficiary, settlor, member or beneficial owner
been the Noteholder.
(b) Taxing jurisdiction: If the Issuer or the Guarantor (or any successor of the Issuer or the Guarantor)
becomes subject at any time to any taxing jurisdiction other than Singapore or the PRC,
references in these Conditions to Relevant Jurisdiction shall be construed to include such other
jurisdiction. Notwithstanding anything herein to the contrary, in no event will the Issuer or the
Guarantor (or any successor of the Issuer or the Guarantor) pay any Additional Amounts in
respect of any taxes, withholding or deduction imposed pursuant to the provisions of
Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (including
any successor provisions or amendments thereof), any current or future regulations or
agreements thereunder, any official interpretations thereof or any law implementing an
intergovernmental approach thereto.
“Relevant Date” in respect of any Note means, in relation to any payment, whichever is the later of
(A) the date on which the payment in question first becomes due and (B) if the full amount payable
has not been received by the CMU Lodging and Paying Agent or the Trustee on or prior to such due
date, the date on which (the full amount having been so received) notice to that effect has been given
to the Noteholders in accordance with Condition 15.
Any reference in these Conditions to any payments in respect of the Notes shall be deemed also to
refer to any additional amounts which may be payable under this Condition or under any undertakings
given in addition to, or in substitution for, this Condition pursuant to the Trust Deed, the Deed of
Guarantee and any other amount in the nature of principal or interest payable pursuant to these
Conditions.
Neither the Trustee nor any Agent shall in any event be responsible for paying any tax, duty, assessments,
charges, withholding, deduction or other payment referred to in this Condition 8 or otherwise or in
connection with the Notes or for determining whether such amounts are payable or the amount thereof,
and shall not be responsible or liable for any failure by the Issuer, the Guarantor or the Noteholders
or any other person to pay such tax, duty, assessment, charges, withholding, deduction or other
payment in any jurisdiction or be responsible to provide any notice or information in relation to the
Notes in connection with payment of such tax, duty, assessment, charges,
–– 108 ––
withholding, deduction or other payment, including without limitation any notice or information that
would permit, enable or facilitate the payment of any principal, premium (if any), interest or other
amount under or in respect of the Notes without deduction or withholding for or on account of any
tax, duty, assessment, charge, withholding, deduction or other payment imposed by or in any
jurisdiction.
If any of the following events (each an “Event of Default”) occurs, the Trustee at its absolute
discretion may, and if so requested in writing by holders of at least 25 per cent. in nominal amount of
the Notes then outstanding or if so directed by an Extraordinary Resolution shall (subject in each case
to being indemnified and/or secured and/or pre-funded to its satisfaction), give notice to the Issuer
that the Notes are, and they shall immediately become, due and payable at their Early Redemption
Amount together (if applicable) with accrued interest; provided, however, that if any event specified
in Condition 9(a) or Condition 9(h) below occurs, the Notes shall become immediately due and
payable without any declaration, notification or other act on the part of the Trustee or any holders of
Notes:
(a) failure to pay principal of or premium on any Note within two business days after the date
such amount is due and payable, upon optional redemption, acceleration or otherwise;
(b) failure to pay interest on any Note within 30 days after the due date for such payment;
(c) failure by the Issuer or the Guarantor to comply with its obligations under Condition 6(c) or
Condition 6(d);
(d) failure to perform any other covenant or agreement of the Guarantor or the Issuer in the Trust
Deed or the Deed of Guarantee, and such failure continues for 60 days after there has been
given, by registered or certified mail, to the Guarantor or the Issuer, as the case may be, by the
Trustee;
(e) the Guarantee shall cease to be in full force or effect or the Guarantor shall deny or disaffirm
its obligations under the Guarantee;
(f) (i) failure to pay upon final maturity (after giving effect to the expiration of any applicable
grace period therefor) the principal of any Indebtedness of the Guarantor, the Issuer or any
Principal Subsidiary, (ii) acceleration of the maturity of any Indebtedness of the Guarantor, the
Issuer or any Principal Subsidiary following a default by the Guarantor, the Issuer, or such
Principal Subsidiary, if such Indebtedness is not discharged, or such acceleration is not
annulled, within 10 days after receipt by the Trustee of the written notice from the Guarantor
or the Issuer as provided in the Trust Deed or the Deed of Guarantee, or (iii) failure to pay any
amount payable by the Guarantor, the Issuer or any Principal Subsidiary under any guarantee
or indemnity in respect of any Indebtedness of any other Person if such obligation is not
discharged or otherwise satisfied within 10 days after receipt by the Trustee of written notice
as provided in the Trust Deed or Deed of Guarantee; provided, however, that no such event set
forth in clause (i), (ii) or (iii) of this Condition 9(f) shall constitute an Event of Default unless
the aggregate outstanding Indebtedness to which all such events relate exceeds U.S.
$150,000,000 (or its equivalent in any other currency);
(g) a decree or order is entered (i) for relief in respect of the Issuer, the Guarantor or any Principal
Subsidiary in an involuntary case of winding up or bankruptcy proceeding under applicable
law or (ii) adjudging the Issuer, the Guarantor or any Principal Subsidiary bankrupt or
–– 109 ––
insolvent, or seeking reorganisation, winding up, arrangement, adjustment or composition of or
in respect of the Issuer, the Guarantor or any Principal Subsidiary under applicable law, or
appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official)
of the Issuer, the Guarantor or any Principal Subsidiary or of any substantial part of any of
their properties, or ordering the winding up or liquidation of any of their affairs, and any
such decree or order remains unstayed and in effect for a period of 60 consecutive days; or
(h) the Issuer, the Guarantor or any Principal Subsidiary institutes a voluntary case or proceeding
under applicable bankruptcy, insolvency, reorganisation or similar law, or any other case or
proceedings to be adjudicated bankrupt or insolvent, or the Issuer, the Guarantor or any
Principal Subsidiary files a petition or answer or consent seeking reorganisation or relief under
applicable bankruptcy, insolvency, reorganisation or similar law, or consents to the filing of
any such petition or to the appointment of or taking possession by a custodian, receiver,
liquidator, assignee, trustee, sequestrator (or other similar official) of any of the Issuer, the
Guarantor or any Principal Subsidiary or of any substantial part of its property, or makes an
assignment for the benefit of creditors, or admits in writing its inability to pay its debts
generally as they become due or takes corporate action in furtherance of any such action.
The Trustee and the Agents shall not be required to take any steps to ascertain whether an Event of
Default or any Potential Event of Default has occurred and shall not be responsible or liable to the
Noteholders, the Issuer, the Guarantor or any other person for any loss arising from any failure to do
so. The Trustee and each Agent shall not be deemed to have knowledge of an Event of Default or any
Potential Event of Default unless and until it receives written notification of such Event of Default or
Potential Event of Default from the Issuer or the Guarantor describing the circumstances of such, and
identifying the circumstances constituting such Event of Default or any Potential Event of Default.
Claims against the Issuer and the Guarantor for payment in respect of the Notes shall be prescribed
and become void unless made as required by Condition 7 within a period of 10 years in the case of
principal or premium and five years in the case of interest from the appropriate Relevant Date.
If any Certificate is lost, stolen, mutilated, defaced or destroyed it may be replaced at the Specified
Office of the Registrar or any Transfer Agent subject to all applicable laws or other relevant authority
requirements, stock exchange and/or quotation system requirements, upon payment by the claimant of
the expenses incurred in connection with such replacement and on such terms as to evidence, security,
indemnity and otherwise as the Issuer or such Agent may require (provided that the requirement is
reasonable in the light of prevailing market practice). Mutilated or defaced Certificates must be
surrendered before replacements will be issued.
(a) Meetings of Noteholders: The Trust Deed contains provisions for convening meetings of
Noteholders (including meetings held by way of video or audio conference call) to consider
matters relating to the Notes, including the modification of any provision of these Conditions,
the Deed of Guarantee, the Agency Agreement or the Trust Deed. Any such modification may
be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by
the Issuer and the Guarantor (acting together) or by the Trustee and shall be convened by the
Trustee following the request in writing of Noteholders holding not less than 10 per cent. of
the aggregate principal amount of the outstanding Notes and subject to the Trustee being
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indemnified and/or secured and/or pre-funded to its satisfaction. The quorum at any meeting
convened to vote on an Extraordinary Resolution will be two or more Persons holding or
representing one more than 50 per cent. of the aggregate principal amount of the outstanding
Notes or, at any adjourned meeting, one or more Persons being or representing Noteholders
whatever the principal amount of the Notes held or represented; provided, however, that
Reserved Matters may only be sanctioned by an Extraordinary Resolution passed at a meeting
of Noteholders at which two or more Persons holding or representing not less than 75 per cent.
or, at any adjourned meeting, 25 per cent. of the aggregate principal amount of the outstanding
Notes form a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be
binding on all the Noteholders, whether present or not.
In addition, a resolution in writing signed by or on behalf of holders of not less than 90 per
cent. of the aggregate principal amount of the then outstanding Notes who for the time being
are entitled to receive notice of a meeting of Noteholders under the Trust Deed or a resolution
passed by consent given by way of electronic consents given by or on behalf of the
Noteholders through the CMU will take effect as if it were an Extraordinary Resolution. Such
a resolution in writing may be contained in one document or several documents in the same
form, each signed by or on behalf of one or more Noteholders.
A “Reserved Matter” means any proposal: (i) to change any date fixed for payment of
principal or interest in respect of the Notes, to reduce the amount of principal or interest
payable on any date in respect of the Notes or to alter the method of calculating the amount of
any payment in respect of the Notes on redemption or maturity or the date for any such
payment; (ii) to effect the exchange or substitution of the Notes for, or the conversion of the
Notes into, shares, bonds or other obligations or securities of the Issuer, the Guarantor or any
other person or body corporate formed or to be formed (other than as permitted under
Condition 12(c)); (iii) to change any obligation of the Guarantor or the Issuer to pay
Additional Amounts pursuant to Condition 8(a); (iv) to change the currency or place of
payment in which amounts due in respect of the Notes are payable; (v) to modify, in any
manner adverse to the interest of the Noteholders, any provision of the Deed of Guarantee
(other than as permitted under Condition 12(c)); (vi) to change the quorum required at any
meeting or the majority required to pass an Extraordinary Resolution or reduce the Relevant
Fraction (as defined in the Trust Deed) of outstanding Notes necessary to modify or amend the
Trust Deed; (vii) to reduce the premium payable upon the redemption or repurchase of any
Notes or change the time at which any Note may be redeemed or required to be repurchased
pursuant to Condition 6; or (viii) to amend this definition.
An “Extraordinary Resolution” means a resolution passed at a meeting of the Noteholders
duly convened and held by a majority of not less than 75 per cent of the votes cast.
(b) Modification and waiver: The Trustee may, but shall not be obliged to, without the consent
of the Noteholders, agree to (i) any modification of these Conditions, the Deed of Guarantee,
the Agency Agreement or the Trust Deed (other than in respect of a Reserved Matter) which
is, in the opinion of the Trustee (determined in its absolute discretion), proper to make if, in
the opinion of the Trustee (determined in its absolute discretion), such modification will not be
materially prejudicial to the interests of Noteholders and to (ii) any modification of the Notes,
the Deed of Guarantee, the Agency Agreement or the Trust Deed which is of a formal, minor
or technical nature or is to correct a manifest error or to comply with any mandatory provision
of applicable law.
–– 111 ––
In addition, the Trustee may, but shall not be obliged to, without the consent of the
Noteholders authorise or waive any proposed breach or breach of the Notes, the Deed of Guarantee,
the Agency Agreement or the Trust Deed (other than, in each case, a proposed breach or
breach relating to the subject of a Reserved Matter) if, in the opinion of the Trustee, the
interests of the Noteholders will not be materially prejudiced thereby.
Unless the Trustee agrees otherwise, any such authorisation, waiver or modification shall be
notified by, or on behalf of, the Issuer to the Noteholders as soon as practicable thereafter.
(c) Substitution: The Trust Deed contains provisions under which the Guarantor may, without the
consent of the Noteholders, assume the obligations of the Issuer as principal debtor under the
Trust Deed and the Notes provided that certain conditions specified in the Trust Deed are
fulfilled, including, in the case of a substitution of the Issuer by a company other than the
Guarantor, a requirement that the Guarantee is fully effective in relation to the obligations of
the new principal debtor under the Trust Deed and the Notes.
No Noteholder shall, in connection with any substitution, be entitled to claim any
indemnification or payment in respect of any tax consequence thereof for such Noteholder
except to the extent provided for in Condition 8 (or any undertaking given in addition to or
substitution for it pursuant to the provisions of the Trust Deed).
(d) Entitlement of Trustee: In connection with the exercise of its functions, rights, powers and
discretions (including but not limited to those referred to in this Condition 12) the Trustee shall
have regard to the interests of the Noteholders as a class and shall not have regard to the
consequences of such exercise for individual Noteholders, and the Trustee shall not be entitled
to require on behalf of any Noteholder, nor shall any Noteholder be entitled to claim, from the
Issuer or the Guarantor any indemnification or payment in respect of any tax consequence of
any such exercise upon individual Noteholders.
The Issuer may from time to time without the consent of the Noteholders create and issue further
notes or bonds having the same terms and conditions as the Notes in all respects (or in all respects
except for the issue date, the first payment of interest on them and the timing for complying with the
requirements set out in these Conditions in relation to the NDRC Post-Issuance Filing and the Cross-
Border Security Registration) and so that such further issue shall be consolidated and form a single
series with the outstanding Notes or upon such terms as the Issuer may determine at the time of their
issue. References in these Conditions to the Notes include (unless the context requires otherwise) any
further notes issued pursuant to this Condition 13 and consolidated and forming a single series with
the Notes. Any further notes consolidated and forming a single series with the outstanding Notes shall
be guaranteed by a new deed of guarantee or deed supplemental to the Deed of Guarantee.
The Trustee may at any time, at its absolute discretion and without notice, take or institute such
proceedings, actions or steps as it thinks fit to enforce its rights under the Trust Deed and the Deed of
Guarantee in respect of the Notes, but it shall not be bound to do so unless:
(a) it has been so requested in writing by the Noteholders of at least 25 per cent. of the aggregate
principal amount of the outstanding Notes or has been so directed by an Extraordinary
Resolution; and
–– 112 ––
(b) it has been indemnified and/or pre-funded and/or provided with security to its satisfaction.
No Noteholder may proceed directly against the Issuer or the Guarantor unless the Trustee, having
become bound to do so, fails to do so within a reasonable time and such failure is continuing.
Notices to Noteholders will be valid if (a) made in writing in English and mailed to them by
uninsured mail at the Issuer’s expense at their addresses which appear in the Register maintained by
the Registrar; or (b) published at the Issuer’s expense in a leading English language daily newspaper
published in Hong Kong or, if such publication is not practicable, in a leading English language daily
newspaper having general circulation in Asia. Any such notice shall be deemed to have been given on
the date of such publication or, if published more than once, on the first date on which publication is made.
Until such time as any Certificates are issued and so long as the Global Certificate is held in its
entirety on behalf of the CMU Operator, any notice to the holders of the Notes shall be validly given
by the delivery of the relevant notice to the CMU for communication by the CMU to each relevant
accountholder in substitution for notification as required by the Conditions. Indirect participants will
have to rely on the CMU participants (through whom they hold the Notes, in the form of interests in
the Global Certificate) to deliver the notices to them, subject to the arrangements agreed between the
indirect participants and the CMU participants.
To the fullest extent permitted by law, the obligations of the Guarantor or the Issuer to any holder of
Notes under the Trust Deed, the Deed of Guarantee, these Conditions or the Notes, as the case may
be, shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than
Renminbi (the “Agreement Currency”), be discharged only to the extent that on the day following
receipt by such holder or the Trustee, as the case may be, of any amount in the Judgment Currency,
such holder or the Trustee, as the case may be, may in accordance with normal banking procedures
purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement
Currency so purchased is less than the amount originally to be paid to such holder or the Trustee, as
the case may be, in the Agreement Currency, the Guarantor and the Issuer agree, as a separate
obligation and notwithstanding such judgment, to pay the difference and if the amount of the
Agreement Currency so purchased exceeds the amount originally to be paid to such holder, such
holder or the Trustee, as the case may be, agrees to pay to or for the account of the Guarantor or the
Issuer, as the case may be, such excess; provided that such holder or the Trustee, as the case may be,
shall not have any obligation to pay any such excess as long as a default by the Guarantor or the
Issuer in its obligations under the Trust Deed, the Deed of Guarantee, these Conditions or the Notes
has occurred and is continuing, in which case such excess may be applied by such holder or the
Trustee, as the case may be, to such obligations.
The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from
responsibility, including, without limitation, provisions relieving it from taking such steps and/or
actions and/or instituting such proceedings to enforce payment unless first indemnified and/or secured
and/or pre-funded to its satisfaction. The Trustee is entitled to enter into business transactions with
the Issuer, the Guarantor, any subsidiary of the Issuer and/or Guarantor and/or any entity related
(directly or indirectly) to the Issuer or the Guarantor without accounting for any profit.
–– 113 ––
None of the Trustee or any of the Agents shall be responsible for the performance by the Issuer, the
Guarantor and any other person appointed by the Issuer and/or the Guarantor in relation to the Notes
of the duties and obligations on their part expressed in respect of the same and, unless it has written
notice from the Issuer or the Guarantor to the contrary, the Trustee and each Agent shall be entitled to
assume that the same are being duly performed. None of the Trustee or any Agent shall be liable to
any Noteholder or any other person for any action taken by the Trustee or such Agent in accordance
with the instructions of the Noteholders. The Trustee shall be entitled to rely on any direction, request
or resolution of Noteholders given by holders of the requisite nominal amount of Notes outstanding or
passed at a meeting of Noteholders convened and held in accordance with the Trust Deed. Whenever
the Trustee is required or entitled by the terms of the Trust Deed, the Agency Agreement or these
Conditions to exercise any discretion or power, take any action, make any decision or give any
direction, the Trustee is entitled, prior to its exercising any such discretion or power, taking any such
action, making any such decision, or giving any such direction, to seek directions from the
Noteholders by way of an Extraordinary Resolution, and the Trustee is not responsible for any loss or
liability incurred by any person as a result of any delay in it exercising such discretion or power,
taking such action, making such decision, or giving such direction where the Trustee is seeking such
directions or in the event that no such directions are received. The Trustee and the Agents shall not be
under any obligation to ascertain whether any Event of Default, Default or Potential Event of Default
(as defined in the Trust Deed), as the case may be, has occurred or may occur or to monitor
compliance with the provisions of the Trust Deed, the Agency Agreement or these Conditions.
The Trustee and the Agents may rely without liability to Noteholders on any report, confirmation,
opinion or certificate or any advice of any legal advisers, accountants, financial advisers, financial
institution or any other expert, whether or not addressed to them and whether their liability in relation
thereto is limited (by its terms or by any engagement letter relating thereto entered into by the Trustee
or any other person or in any other manner) by reference to a monetary cap, methodology or
otherwise. The Trustee or any Agent may accept and shall be entitled to rely on any such report,
confirmation, opinion or certificate or advice and, in such event, such report, confirmation, opinion or
certificate or advice shall be binding on the Issuer, the Guarantor, the Noteholders.
Each Noteholder shall be solely responsible for making and continuing to make its own independent
appraisal and investigation into the financial condition, creditworthiness, condition, affairs, status and
nature of the Issuer and its Subsidiaries, and the Trustee shall not at any time have any responsibility
for the same and each Noteholder shall not rely on the Trustee in respect thereof.
No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to
enforce any term of the Notes, but this does not affect any right or remedy of any person which exists
or is available apart from that Act and is without prejudice to the rights of the Noteholders under
Condition 14.
(a) Governing Law: The Notes, the Deed of Guarantee, the Trust Deed and the Agency
Agreement and any non-contractual obligations arising out of or in connection with the Notes,
the Deed of Guarantee, the Trust Deed and the Agency Agreement are all governed by and
shall be construed in accordance with English law.
(b) Jurisdiction: The courts of Hong Kong have exclusive jurisdiction to settle any dispute (a
“Dispute”) arising out of or in connection with the Notes, the Deed of Guarantee, the Trust
Deed and/or the Agency Agreement, including any non-contractual obligations arising out of
–– 114 ––
or in connection with the Notes, the Deed of Guarantee, the Trust Deed and the Agency
Agreement. The Issuer agrees that the courts of Hong Kong are the most appropriate and
convenient courts to settle any Dispute and, accordingly, that it will not argue to the contrary.
(c) Service of Process: Each of the Issuer and Guarantor agrees that the documents which start
any proceedings relating to a Dispute (“Proceedings”) and any other documents required to be
served in relation to those Proceedings may be served on it by being delivered to China
Oilfield Service Limited’s Hong Kong office at 65/F, Bank of China Tower, One Garden
Road, Central, Hong Kong, or to such other person with an address in Hong Kong and/or at
such other address in Hong Kong as the Issuer or the Guarantor, as the case may be, may
specify by notice in writing to the Trustee. Nothing in this Condition 19(c) shall affect the
right of any Noteholder to serve process in any other manner permitted by law. This Condition
(d) Consent to enforcement etc.: Each of the Issuer and the Guarantor consents generally in
respect of any Proceedings to the giving of any relief or the issue of any process in connection
with such Proceedings including (without limitation) the making, enforcement or execution
against any property whatsoever (irrespective of its use or intended use) of any order or
judgment which is made or given in such Proceedings.
(e) Waiver of immunity: To the extent that the Guarantor or the Issuer has or hereafter may
acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from
jurisdiction of any court or from set-off or any legal process (including any immunity from
jurisdiction or from service of process or, except as provided below, from any execution to
satisfy a final judgment or from attachment or in aid of such execution or otherwise) with
respect to itself or any of its property, the Guarantor and the Issuer each irrevocably waives, to
the fullest extent permitted under applicable law, any such right of immunity or claim thereto
which may now or hereafter exist, and agrees not to assert any such right or claim in any
action or proceeding against it arising out of or based on the Notes, the Deed of Guarantee, the
Guarantee or the Trust Deed.
–– 115 ––
SUMMARY OF PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM
The Global Certificates contain provisions which apply to the Notes while they are in global form, some of
which modify the effect of the Terms and Conditions of the Notes set out in this Offering Circular. The
following is a summary of certain of those provisions.
Terms defined in the Terms and Conditions of the Notes set out in this Offering Circular have the meaning
in the paragraphs below.
The Notes will be represented by one or more Global Certificates which will be registered in the name of,
and lodged with a sub-custodian for, the HKMA as CMU Operator.
Under the Global Certificates, the Issuer, for value received, will promise to pay such principal, interest and
premium (if any) on the Notes to the Noteholder on such date or dates as the same may become payable in
accordance with the Terms and Conditions of the Notes.
Owners of interests in the Notes in respect of which the Global Certificates are issued will be entitled to
have title to the Notes registered in their names and to receive individual Definitive Certificates if the CMU
or any other clearing system selected by the Issuer and approved in writing by the Trustee, the CMU
Lodging and Paying Agent and the Registrar through which the Notes are held (an “Alternative Clearing
System”) is closed for business for a continuous period of 14 days (other than by reason of holidays,
statutory or otherwise) or announces an intention permanently to cease business or does in fact do so.
In such circumstances, individual Definitive Certificates will be issued in an aggregate principal amount
equal to the principal amount of the Global Certificates. Such exchange will be effected in accordance with
the provisions of the Trust Deed, the Agency Agreement and the regulations concerning the transfer and
registration of the Notes scheduled thereto and, in particular, shall be effected without charge to any
Noteholder or the Trustee, but against such indemnity and/or security as the Registrar or the relevant Agent
may require in respect of any tax or other duty of whatsoever nature which may be levied or imposed in
connection with such exchange.
The Issuer will cause sufficient individual Definitive Certificates to be executed and delivered to the
Registrar for completion, authentication and despatch to the relevant Noteholders. A person with an interest
in the Notes in respect of which the Global Certificates are issued must provide the Registrar not less than
containing instructions and such other information as the Issuer and the Registrar may require to complete,
execute and deliver such individual Definitive Certificates.
In addition, the Global Certificates will contain provisions which modify the Terms and Conditions of the
Notes as they apply to the Notes evidenced by the Global Certificates. The following is a summary of
certain of those provisions:
Payment
Payments of principal, premium, interest (if any) or any other amounts shall be made to the person(s) for
whose account(s) interests in the Global Certificate are credited (as set out in the records of the CMU) at the
close of business on the day fifteen calendar days immediately prior to the date for payment and, save in the
case of final payment, no presentation of the Global Certificate shall be required for such purpose.
Notwithstanding the provisions of the preceding paragraph, for so long as the Global Certificate is held by
or on behalf of the CMU Operator, payments of interest, premium (if any) or principal by the CMU Lodging
and Paying Agent to the person(s) (each, a “CMU participant”) for whose account a relevant interest in the
–– 116 ––
Global Certificate is credited as being held by the CMU at the relevant time shall discharge the obligations
of the Issuer in respect of that payment. Any payments by the CMU participants to indirect participants shall
be governed by arrangements agreed between the CMU participants and the indirect participants and will
continue to depend on the inter-bank clearing system and traditional payment methods. Such payments shall
be the sole responsibility of such CMU participants and the Issuer shall have no obligation or liability in
connection therewith. For these purposes, a notification from the CMU shall be conclusive evidence of the
records of the CMU (save in the case of manifest error). Save in the case of final payment, no presentation
of this Global Certificate shall be required for such purpose.
Notices
So long as the Notes are represented by the Global Certificate and the Global Certificate is held by or on
behalf of the CMU Operator (or any Alternative Clearing System), notices required to be given in respect of
the Notes represented by the Global Certificate shall be given by the delivery of the relevant notice to the
CMU (or to such Alternative Clearing System) for communication by the CMU (or to such Alternative
Clearing System) to each relevant accountholder in substitution for notification as required by the Terms and
Conditions of the Notes. Indirect participants will have to rely on the CMU participants (or the direct
participants of such Alternative Clearing System) (through whom they hold the Notes, in the form of
interests in the Global Certificate) to deliver the notices to them, subject to the arrangements agreed between
the indirect participants and the CMU participants (or the direct participants of such Alternative Clearing
System).
Calculation of Interest
So long as the Notes are represented by a Global Certificate and such Global Certificate is held on behalf of
a clearing system, the Issuer has promised, inter alia, to pay interest in respect of such Notes from the Issue
Date in arrear at the rates, on the dates for payment, and in accordance with the method of calculation
provided for in the Conditions, save that the calculation is made in respect of the total aggregate amount of
the Notes represented by such Global Certificate together with such other sums and additional amounts (if
any) as may be payable under the Terms and Conditions of the Notes, in accordance with the Terms and
Conditions of the Notes.
Notices
So long as the Notes are represented by the Global Certificate and the Global Certificate is held on behalf of
the CMU Operator, any notice to the holders of the Notes shall be validly given by the delivery of the
relevant notice to the CMU for communication by the CMU to each relevant accountholder in substitution
for notification as required by the Terms and Conditions of the Notes. Indirect participants will have to rely
on the CMU participants (through whom they hold the Notes, in the form of interests in the Global
Certificate) to deliver the notices to them, subject to the arrangements agreed between the indirect
participants and the CMU participants.
Meetings
For the purposes of any meeting of Noteholders, the Noteholder represented by the Global Certificates shall
be treated as two persons for the purposes of any quorum requirements of a meeting of Noteholders and as
being entitled to one vote in respect of each CNY10,000 in principal amount of Notes for which the Global
Certificates are issued.
–– 117 ––
Noteholder’s Redemption
The Noteholder’s redemption option in Condition 6 (Redemption and Purchase) of the Terms and
Conditions of the Notes may be exercised by the holder of the Global Certificates giving notice to the CMU
Lodging and Paying Agent of the principal amount of Notes in respect of which the option is exercised
within the time limits specified in the Terms and Conditions of the Notes.
Issuer’s Redemption
The option of the Issuer provided for in Condition 6 (Redemption and Purchase) of the Terms and
Conditions of the Notes shall be exercised by the Issuer giving notice to the Noteholders within the time
limits set out in and containing the information required by the Terms and Conditions of the Notes.
Transfers
Transfers of the beneficial interests in the Notes represented by the Global Certificates will be effected
through the records of the CMU (or any Alternative Clearing System) and their respective participants in
accordance with the rules and procedures of the CMU (or any Alternative Clearing System) and their
respective direct and indirect participants.
Cancellation
Cancellation of any Note represented by the Global Certificates will be effected by a reduction in the
principal amount of the Notes in the register of Noteholders and the Global Certificates on their respective
presentation to or to the order of the Registrar for annotation (for information only) in schedule A thereto.
Trustee’s Powers
In considering the interests of Noteholders while the Global Certificates are registered in the name of a
nominee for a clearing system, the Trustee may, to the extent it considers it appropriate to do so in the
circumstances, but without being obligated to do so, (a) have regard to any information as may have been
made available to it by or on behalf of the relevant clearing system or its operator as to the identity of its
accountholders (either individually or by way of category) with entitlements in respect of the Notes and (b)
consider such interests on the basis that such accountholders were the Noteholders in respect of which the
Global Certificates are issued.
The Global Certificates shall not become valid for any purpose until authenticated by or on behalf of the
Registrar.
–– 118 ––
TAXATION
The information provided below does not purport to be a complete summary of certain tax laws and
practises currently applicable. It does not purport to be comprehensive and does not constitute legal or tax
advice. It does not consider any investor’s particular circumstances. Prospective investors should consult
their own professional advisors concerning the overall tax consequences of the purchase, ownership and
disposition of any Notes arising under the laws of any applicable jurisdiction.
PRC Taxation
Enterprise Income Tax
Pursuant to the EIT Law, effective as at 1 January 2008 and further amended on 29 December 2018, and its
implementation regulations, enterprises that are established under the laws of foreign countries and regions
but whose “de facto management bodies” are within the territory of the PRC are treated as PRC tax resident
enterprises for the purpose of the EIT Law and must pay enterprise income tax at the rate of 25% in respect
of their income sourced from both within and outside China. If the relevant PRC tax authorities decide, in
accordance with applicable tax rules and regulations, that the “de facto management body” of the Issuer is
within the territory of the PRC, the Issuer may be held to be a PRC tax resident enterprise for the purpose of
the EIT Law and be subject to enterprise income tax at the rate of 25% on its income sourced from both
within and outside PRC.
Taxation on Interest
Pursuant to the EIT Law and its implementation regulations, any non-resident enterprise without
establishment or place of business within the PRC or that has an establishment or place of business in
the PRC but whose income has no actual connection to its establishment or place of business within the PRC
must pay enterprise income tax at the rate of 10% or a lower rate if tax treaty benefits are available on its
income sourced inside the PRC, and such income tax must be withheld by the PRC payer. In the event the
Issuer is deemed to be a PRC tax resident enterprise by the PRC tax authorities in the future, interest paid on
the Notes may treated as income derived from sources within the PRC, in which case the Issuer would be
required to withhold income tax from the payments of interest in respect of the Notes to any non-PRC
enterprise holders of the Notes. The rates of PRC tax on interest may be reduced under an applicable income
tax treaty. Further, in accordance with the Individual Income Tax Law of the PRC which was amended on
considered to be a PRC tax resident enterprise by the PRC tax authorities in the future, interest payable to
non-resident individual holders of the Notes may be treated as income derived from sources within the PRC
and be subject to a 20% individual income tax which the Issuer would be obliged to withhold from
payments of interests to non-resident individual holders of the Notes. To the extent that the PRC has entered
into arrangements relating to the avoidance of double-taxation with any jurisdiction, such as Hong Kong,
that allow a lower rate of withholding tax, such lower rate may apply to qualified holders of the Notes.
As confirmed by the Issuer, as at the date of this Offering Circular, the Issuer has not been given notice or
informed by the PRC tax authorities that it is considered a PRC tax resident enterprise for the purpose of the
EIT Law. On that basis, non-resident enterprise holders or non-resident individual holders of the Notes will
not be subject to income tax imposed by any governmental authority in the PRC in respect of the holding of
the Notes or any payment of interest made thereon. However, there is no assurance that the Issuer will not
be treated as a PRC tax resident enterprise under the EIT Law and related implementation regulations in the
future.
–– 119 ––
In addition, given the fact that the Guarantor is a PRC tax resident enterprise under the EIT Law and, in the
event that the Guarantor is required to discharge its obligations under the Guarantee, the Guarantor will be
obliged to withhold PRC enterprise income tax at the rate up to 10% on the payments of interest made by it
under the Guarantee to non-PRC resident enterprise Noteholders as such interest payment obligations will be
regarded as being derived from sources within the PRC. To the extent that the PRC has entered into
arrangements relating to the avoidance of double-taxation with any jurisdiction, such as Hong Kong, that
allow a lower rate of withholding tax, such lower rate may apply to qualified non-PRC resident enterprise
Noteholders. Repayment of the principal will not be subject to PRC withholding tax.
If the Issuer is required under the relevant PRC tax laws to withhold PRC income tax on its interest payable
to non-resident enterprise holders or non-resident individual holders of the Notes, the value of investment in
the Notes may be materially and adversely affected. Prospective holders should consult their tax advisers as
to whether they may be able to claim the benefit of income tax treaties or agreements entered into between
PRC and other countries or areas if the Issuer is considered a PRC tax resident enterprise.
Taxation on Capital Gains
The EIT Law and its implementation regulations impose a tax at the rate of 10%, or a lower rate if tax treaty
benefits are available, on income derived from sources within the PRC realised by a “non- resident
enterprise” that does not have an establishment or place of business in the PRC or that has an establishment
or place of business in the PRC but the relevant gain is not effectively connected therewith. The Individual
Income Tax Law and its implementation regulations impose a tax at the rate of 20% on income derived from
sources within the PRC realised by non-resident individuals. If the Issuer is considered a PRC resident
enterprise by the PRC tax authorities in the future, and if the capital gains realised from the transfer of the
Notes by holders of the Notes are treated as income derived from sources within the PRC, such gains will be
subject to such PRC tax. To the extent that the PRC has entered into arrangements relating to the avoidance
of double-taxation with any jurisdiction, such as Hong Kong, that allow a lower rate of tax, such lower rate
may apply to qualified non-resident holders of the Notes.
VAT
On 23 March 2016, the Ministry of Finance and SAT issued the Circular 36, which was amended on 11 July
industry, real estate industry, finance industry and life service industry on a nation-wide basis from 1 May
will be entirely replaced by, and subject to, VAT.
On 25 December 2024, the NPC issued the New VAT Law, which is effective on 1 January 2026. Pursuant
to the New VAT Law, VAT is applicable where the entities or individuals provide services within the PRC.
The revenues generated from the taxable sale of services by entities and individuals, such as financial
services, shall be subject to PRC VAT, if the seller of the services is within the PRC or the services is
consumed within the PRC (including services provided to the entities or individuals located within the PRC
by the entities or individuals outside of the PRC). Accordingly, if the Issuer is deemed to be a PRC resident
enterprise in the PRC by the PRC tax authorities, the interest and other interest like earnings derived from
such products and received by a non-PRC resident Bondholder from the Issuer or the Company (in the event
that the Company is required to discharge its obligations under the Guarantee) may be subject to PRC VAT.
The Issuer or the Company (if applicable) may be required to withhold VAT on payments of interest and
certain other amounts on the Bonds paid to Bondholders that are non-resident enterprises or individuals.
–– 120 ––
Additionally, VAT is unlikely to be applicable to any transfer of Bonds between entities or individuals
located outside of the PRC and therefore unlikely to be applicable to gains realised upon such transfers of
Bonds, but there is uncertainty as to the applicability of VAT if the seller of Bonds is located inside the
PRC.
However, the new VAT Law and its implementation, together with other laws and regulations pertaining to
VAT, are relatively new, the interpretation and enforcement of such laws and regulations involve
uncertainties.
Stamp Duty
No PRC stamp duty will be imposed on non-PRC Noteholders either (i) upon issuance of the Notes; or (ii)
upon a subsequent transfer of Notes to the extent that the register of holders of the Notes is maintained
outside the PRC and the issuance and the sale of the Notes is made outside of the PRC.
Singapore Taxation
The statements made herein regarding Singapore taxation are general in nature and are based on certain
aspects of the current tax laws of Singapore and administrative guidelines and circulars issued by the Inland
Revenue Authority of Singapore (“IRAS”) and MAS in force as at the date of this Offering Circular and are
subject to any changes in such laws, administrative guidelines or circulars, or in the interpretation of these
laws, administrative guidelines or circulars, occurring after such date, which changes could be made on a
retroactive basis, including amendments to the Income Tax Act (Qualifying Debt Securities) Regulations to
reflect the amendments to the ITA in respect of the QDS scheme pursuant to the Income Tax (Amendment)
Act 2023. These laws, administrative guidelines and circulars are also subject to various interpretations and
the relevant tax authorities or the courts could later disagree with the explanations or conclusions set out
below. Neither these statements nor any other statements in this Offering Circular are intended or are to be
regarded as advice on the tax position of any Noteholder or of any person acquiring, selling or otherwise
dealing with the Notes or on any tax implications arising from the acquisition, sale or other dealings in
respect of the Notes. The statements made herein do not purport to be a comprehensive or exhaustive
description of all the tax considerations that may be relevant to a decision to subscribe for, purchase, own or
dispose of the Notes and do not purport to deal with the tax consequences applicable to all categories of
investors some of which (such as dealers in securities or financial institutions in Singapore which have been
granted the relevant Financial Sector Incentive(s)) may be subject to special rules or tax rates. The
statements should not be regarded as advice on the tax position of any person and should be treated with
appropriate caution. Prospective Noteholders are advised to consult their own professional tax advisers as to
the Singapore or other tax consequences of the acquisition, ownership of or disposal of the Notes, including,
in particular, the effect of any foreign, state or local tax laws to which they are subject. It is emphasised that
none of the Issuer, the Initial Purchasers, Guarantor, the Trustee, the Agent and any other persons involved
in the issuance of the Notes accepts responsibility for any tax effects or liabilities resulting from the
subscription for, purchase, holding or disposal of the Notes.
Interest and Other Payments
Subject to the following paragraphs, under Section 12(6) of the ITA, the following payments are deemed to
be derived from Singapore:
with any arrangement, management, guarantee, or service relating to any loan or indebtedness which
is: (a) borne, directly or indirectly, by a person resident in Singapore or a permanent establishment in
–– 121 ––
Singapore (except in respect of any business carried on outside Singapore through a permanent
establishment outside Singapore or any immovable property situated outside Singapore); or (b)
deductible against any income accruing in or derived from Singapore; or
Singapore.
Such payments, where made to a person not known to the paying party to be a resident in Singapore for tax
purposes, are generally subject to withholding tax in Singapore, unless specifically exempted. The rate at
which tax is to be withheld for such payments (other than those subject to the 15% final withholding tax
described below) to non-resident persons (other than non-resident individuals) is currently 17%. The
applicable rate for non-resident individuals is currently 24%. However, if the payment is derived by a person
not resident in Singapore from sources other than from its trade, business, profession or vocation carried on
or exercised by such person in Singapore, and is not effectively connected with any permanent establishment
in Singapore of that person, the payment is subject to a final withholding tax of 15%. The rate of 15% may
be reduced by applicable tax treaties, subject to certain conditions being met.
Certain Singapore-sourced investment income derived by individuals from financial instruments is exempt
from tax, including:
except where such income is derived through a partnership in Singapore or is derived from the carrying on
of a trade, business or profession.
In addition, as the issue of the Notes is jointly lead-managed by BOCI Asia Limited, CLSA Singapore Pte
Ltd and J.P. Morgan Securities Asia Private Limited, more than half of which are Specified Licensed
Entities (as defined below) at such time, and the Notes are issued as debt securities before 31 December
following treatment shall apply:
or such other person as the MAS may direct, of a return on debt securities for the Notes in the
prescribed format within such period as the MAS may specify and such other particulars in
connection with the Notes as the MAS may require), interest, discount income, early redemption fee
or redemption premium (collectively, the “Qualifying Income”) from the Notes derived by a holder
who is not resident in Singapore and who (a) does not have any permanent establishment in
Singapore or (b) carries on any operation in Singapore through a permanent establishment in
Singapore but the funds used by that person to acquire the Notes are not obtained from such person’s
operation through a permanent establishment in Singapore, are exempt from Singapore tax;
or such other person as the MAS may direct, to the MAS of a return on debt securities for the Notes
in the prescribed format within such period as the MAS may specify and such other particulars in
connection with the Notes as the MAS may require), Qualifying Income from the Notes paid by the
Issuer and derived by any company or body of persons (as defined in the ITA) in Singapore is subject
to tax at a concessionary rate of 10% (except for holders of the relevant Financial Sector Incentive(s)
who may be taxed at different rates); and
–– 122 ––
(a) the Issuer including in all offering documents relating to the Notes a statement to the effect
that any person whose interest, discount income, early redemption fee or redemption premium
derived from the Notes is not exempt from tax shall include such income in a return of income
made under the ITA; and
(b) the furnishing by the Issuer, or such other person as the MAS may direct, to the MAS of a
return on debt securities in the prescribed format for the Notes within such period as the MAS
may specify and such other particulars in connection with the Notes as the MAS may require,
payments of Qualifying Income derived from the Notes are not subject to withholding of tax
by the Issuer.
Notwithstanding the foregoing:
(A) if during the primary launch of the Notes, the Notes are issued to fewer than four persons and 50% or
more of the issue of the Notes is beneficially held or funded, directly or indirectly, by related parties
of the Issuer, the Notes would not qualify as QDS; and
(B) even though the Notes are QDS, if at any time during the tenure of the Notes, 50% or more of the
Notes which are outstanding at any time during the life of the Notes is beneficially held or funded,
directly or indirectly, by any related party(ies) of the Issuer, Qualifying Income derived from the
Notes held by:
(i) any related party of the Issuer; or
(ii) any other person where the funds used by such person to acquire the Notes are obtained,
directly or indirectly, from any related party of the Issuer,
shall not be eligible for the tax exemption or concessionary rate of tax of 10% as described above.
(a) The term “Specified Licensed Entity” means any of the following persons:
(i) a bank or merchant bank licensed under the Banking Act 1970 of Singapore;
(ii) a finance company licensed under the Finance Companies Act 1967 of Singapore;
(iii) a person who holds a capital markets services licence under the SFA to carry on a business in
any of the following regulated activities:
(A) advising on corporate finance; or
(B) dealing in capital markets products.
(b) The term “related party”, in relation to a person, means any other person who, directly or indirectly,
controls that person, or is controlled, directly or indirectly, by that person, or where he and that other
person, directly or indirectly, are under the control of a common person.
(c) The terms “early redemption fee” and “redemption premium” are defined in the ITA as follows:
(i) “early redemption fee”, in relation to debt securities and QDS, means any fee payable by the
issuer of the securities on the early redemption of the securities; and
–– 123 ––
(ii) “redemption premium”, in relation to debt securities and QDS, means any premium payable by
the issuer of the securities on the redemption of the securities upon their maturity.
References to “early redemption fee” and “redemption premium” in this Singapore tax disclosure have the
same meaning as defined in the ITA.
Where interest, discount income, early redemption fee or redemption premium (i.e. the Qualifying Income)
is derived from the Notes by any person who is not resident in Singapore and who carries on any operations
in Singapore through a permanent establishment in Singapore, the tax exemption available for QDS under
the ITA shall not apply if such person acquires such Notes using the funds and profits of such person’s
operations through a permanent establishment in Singapore. Any person whose interest, discount income,
early redemption fee or redemption premium (i.e. the Qualifying Income) derived from the Notes is not
exempt from tax is required to include such income in a return of income made under the ITA.
Capital Gains
Any gains considered to be in the nature of capital made from the sale of the Notes are generally not taxable
in Singapore. However, any gains derived by any person from the sale of the Notes which are gains from
any trade, business, profession or vocation carried on by that person, if accruing in or derived from
Singapore, may be taxable as such gains are considered revenue in nature.
Under section 10L of the ITA, gains received in Singapore by an entity of a relevant group from the sale or
disposal of any movable or immovable property outside Singapore will be treated as income chargeable to
tax under section 10(1)(g) of the ITA under certain circumstances. Debt securities will be deemed to be
located outside Singapore if the issuer thereof is incorporated outside Singapore or in the case of registered
debt securities, the register or principal register (if there is more than one register) is located outside
Singapore regardless where the issuer is incorporated. If the Notes are deemed to be foreign assets, gains
from their disposal will be subject to tax if an entity of a relevant group (other than an excluded entity)
disposed of the Notes on or after 1 January 2024. An entity is a member of a group of entities if its assets,
liabilities, income, expenses and cash flows are (a) included in the consolidated financial statements of the
parent entity of the group; or (b) excluded from the consolidated financial statements of the parent entity of
the group solely on size or materiality grounds or on the grounds that the entity is held for sale. A group is a
relevant group if (a) the entities of the group are not all incorporated, registered or established in Singapore;
or (b) any entity of the group has a place of business outside Singapore. An excluded entity is defined in
section 10L of the ITA to include a pure equity-holding company or any other entity with adequate
economic substance in Singapore taking into account factors enumerated in section 10L of the ITA.
Noteholders are advised to consult their own tax advisors on the applicable tax treatment if they received
gains in Singapore from the disposal of the Notes.
Noteholders who apply or who are required to apply the Financial Reporting Standard (“FRS”) 109 or
Singapore Financial Reporting Standard (International) 9 (“SFRS(I) 9”) (as the case may be), may for
Singapore income tax purposes be required to recognise gains or losses (not being gains or losses in the
nature of capital) on the Notes, irrespective of disposal for tax purposes, in accordance with the provisions
of FRS 109 or SFRS(I) 9 (as the case may be) (as modified by the applicable provisions of Singapore
income tax law) even though no sale or disposal of the Notes is made. Please see the section below on
“Adoption of FRS 109 or SFRS(I) 9 for Singapore Income Tax Purposes”.
–– 124 ––
Adoption of FRS 109 or SFRS(I) 9 for Singapore Income Tax Purposes
Section 34AA of the ITA requires taxpayers who comply or who are required to comply with FRS 109 or
SFRS(I) 9 (as the case may be) for financial reporting purposes to calculate their profit, loss or expense for
Singapore income tax purposes in respect of financial instruments in accordance with FRS 109 or SFRS(I) 9
(as the case may be), subject to certain exceptions. The IRAS has also issued a circular entitled “Income
Tax: Income Tax Treatment Arising from Adoption of FRS 109 – Financial Instruments”.
Noteholders who may be subject to the tax treatment under Section 34AA of the ITA should consult their
own accountants and tax advisers regarding the Singapore income tax consequences of their acquisition,
holding or disposal of the Notes.
Estate Duty
Singapore estate duty has been abolished with respect to all deaths occurring on or after 15 February 2008.
Hong Kong Taxation
Withholding tax
No withholding tax in Hong Kong should be payable on payments of principal (including any premium
payable on redemption of the Notes) or interest in respect of any capital gain arising from the sale of the
Notes.
Profits tax
Hong Kong profits tax is chargeable on every person carrying on a trade, profession or business in Hong
Kong in respect of profits arising in or derived from Hong Kong from such trade, profession or business
(excluding profits arising from the sale of capital assets).
Interest on the Notes may be deemed to be profits arising in or derived from Hong Kong from a trade,
profession or business carried on in Hong Kong in the following circumstances:
(a) interest on the Notes is derived from Hong Kong and is received by or accrues to a corporation
carrying on a trade, profession or business in Hong Kong;
(b) interest on the Notes is derived from Hong Kong and is received by or accrues to a person other than
a corporation, carrying on a trade, profession or business in Hong Kong and is in respect of the funds
of that trade, profession or business;
(c) interest on the Notes is received by or accrues to a financial institution (as defined in the Inland
Revenue Ordinance (Cap. 112) of Hong Kong (the “IRO”)) and arises through or from the carrying
on by the financial institution of its business in Hong Kong; or
(d) interest on the Notes is received by or accrues to a corporation, other than a financial institution, and
arises through or from the carrying on in Hong Kong by the corporation of its intra-group financing
business (within the meaning of section 16(3) of the IRO).
Sums received by or accrued to a financial institution by way of gains or profits arising through or from the
carrying on by the financial institution of its business in Hong Kong from the sale, disposal or redemption of
Securities will be subject to Hong Kong profits tax. Sums received by or accrued to a corporation, other than
–– 125 ––
a financial institution, by way of gains or profits arising through or from the carrying on in Hong Kong by
the corporation of its intra-group financing business (within the meaning of section 16(3) of the IRO) from
the sale, disposal or other redemption of Notes will be subject to Hong Kong profits tax.
Sums derived from the sale, disposal or redemption of Notes will be subject to Hong Kong profits tax where
received by or accrued to a person, other than a financial institution, who carries on a trade, profession or
business in Hong Kong and the sum has a Hong Kong source unless otherwise exempted. The source of
such sums will generally be determined by having regard to the manner in which the Notes are acquired and
disposed of.
In addition, with effect from 1 January 2024, pursuant to various foreign-sourced income exemption
legislation in Hong Kong (the “FSIE Amendments”), certain specified foreign-sourced income (including
interest, dividend, disposal gain or intellectual property income, in each case, arising in or derived from a
territory outside Hong Kong) accrued to an MNE entity (as defined in the FSIE Amendments) carrying on a
trade, profession or business in Hong Kong is regarded as arising in or derived from Hong Kong and subject
to Hong Kong profits tax when it is received in Hong Kong. The FSIE Amendments also provide for relief
against double taxation in respect of certain foreign-sourced income and transitional matters.
In certain circumstances, Hong Kong profits tax exemptions (such as concessionary tax rates) may be
available. Investors are advised to consult their own tax advisors to ascertain the applicability of any
exemptions to their individual position.
Stamp duty
No Hong Kong stamp duty should be chargeable upon the issue or transfer (for so long as the register of
holders of the Notes is maintained outside Hong Kong) of a Note.
Estate duty
No Hong Kong estate duty should be payable in respect of the Notes.
FATCA Withholding
Sections 1471-1474 of the U.S. Internal Revenue Code, along with U.S. Treasury Department regulations
promulgated thereunder, commonly known as “FATCA”, generally require certain non-U.S. financial
institutions (“FFIs”) to report certain information on their account holders to the government of the United
States and require such institutions to withhold 30% from all, or a portion of, certain payments made to non-
compliant FFIs or other persons that fail to provide the financial institution information, consents and forms
or other documentation that may be necessary for such financial institution to determine whether such
person is compliant with FATCA or otherwise exempt from FATCA withholding. Investors may be required
to provide certain information (which may include an IRS tax form) to the Issuer, or other payors.
This withholding currently applies to certain payments from sources within the United States and will apply
to “foreign passthru payments” (a term not yet defined) no earlier than 1 January 2019. Proposed U.S.
Treasury regulations were recently published that delay the effective date of withholding on payments of
“foreign passthru payments” until the date that is two years after the date on which final U.S. Treasury
regulations defining the term “foreign passthru payment” are filed with the U.S. Federal Register. This
withholding would potentially apply to payments in respect of (i) any Notes characterised as debt (or which
are not otherwise characterised as equity and have a fixed term) for U.S. federal tax purposes that are issued
on or after the “grandfathering date”, which is the date that is six months after the date on which final U.S.
Treasury regulations defining the term foreign passthru payments are filed with the Federal Register, or
which are materially modified on or after the grandfathering date and (ii) any Notes characterised as equity
–– 126 ––
or which do not have a fixed term for U.S. federal tax purposes, whenever issued. If Notes are issued before
the grandfathering date, and additional Notes of the same series are issued on or after that date, the
additional Notes may not be treated as grandfathered, which may have negative consequences for the
existing Notes, including a negative impact on market price.
The application of FATCA to interest, principal or other amounts paid with respect to the Notes and the
information reporting obligations of entities in the payment chain is still developing. In particular, a number
of jurisdictions (including Singapore) have entered into, or have announced their intention to enter into,
intergovernmental agreements (or similar mutual understanding) with the United States (“IGAs”), which
modify the way in which FATCA applies in its jurisdictions. The full impact of such agreements (and the
laws implementing such an agreement in such jurisdictions) on reporting and withholding responsibilities
under FATCA is unclear. The Issuer, to the extent it is an FFI, and other entities in the payment chain may
be required to report certain information on their U.S. account holders to government authorities in their
respective jurisdictions or the United States in order (i) to obtain an exemption from FATCA withholding on
payments they receive and/or (ii) to comply with applicable law in its jurisdictions. It is not yet certain how
the United States and the jurisdictions which enter into IGAs will address withholding on “foreign passthru
payments” (which may include payments on the Notes) or if such withholding will be required at all. If an
amount in respect of FATCA withholding were to be deducted or withheld from interest, principal or other
payments made in respect of the Notes, neither the Issuer nor any paying agent nor any other person would,
pursuant to the conditions of the Notes, be required to pay additional amounts as a result of the deduction or
withholding. As a result, investors may receive less interest or principal than expected.
FATCA is particularly complex and its application is uncertain at this time. The above description is based
in part on regulations, official guidance and IGAs, all of which are subject to change, possibly with
retroactive effect. Investors should consult their own tax advisers regarding how FATCA may affect them
based on their particular circumstances.
–– 127 ––
SUBSCRIPTION AND SALE
The Issuer and the Company have entered into a subscription agreement with the Initial Purchasers dated 9
March 2026 (the “Subscription Agreement”), pursuant to which and subject to certain conditions contained
therein, the Issuer has agreed to sell to the Initial Purchasers, and the Initial Purchasers have agreed to,
severally but not jointly, subscribe and pay for, or to procure subscribers to subscribe and pay for, the
aggregate principal amount of the Notes indicated in the following table:
Principal amount
of the Notes to be
Initial Purchasers subscribed
CNY
BOCI Asia Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,666,670,000
CLSA Singapore Pte Ltd . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,666,670,000
J.P. Morgan Securities Asia Private Limited . . . . . . . . . . . . . . . . . . . . . . . . . 1,666,660,000
ABCI Capital Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —
Agricultural Bank of China Limited Hong Kong Branch . . . . . . . . . . . . . . . . . —
Bank of China (Hong Kong) Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —
Bank of Communications Co., Ltd. Hong Kong Branch . . . . . . . . . . . . . . . . . —
China Construction Bank (Asia) Corporation Limited . . . . . . . . . . . . . . . . . . . —
China Industrial Securities International Brokerage Limited . . . . . . . . . . . . . . . —
China International Capital Corporation Hong Kong Securities Limited . . . . . . . —
China Securities (International) Corporate Finance Company Limited . . . . . . . . . —
Citigroup Global Markets Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —
CMB International Capital Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —
CMB Wing Lung Bank Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —
Goldman Sachs (Asia) L.L.C. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —
ICBC International Securities Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000,000,000
The Subscription Agreement provides that the Initial Purchasers and their respective affiliates, and their
respective directors, officers and employees will be indemnified against certain liabilities in connection with
the offer and sale of the Notes. The Subscription Agreement provides that the obligations of the Initial
Purchasers are subject to certain conditions precedent, and entitles the Initial Purchasers to terminate it in
certain circumstances prior to payment being made to the Issuer.
The Initial Purchasers and their respective subsidiaries or affiliates may, from time to time, engage in
transactions with and perform services for the Issuer, the Company and/or their respective subsidiaries in the
ordinary course of business.
In connection with the offering of the Notes, any Initial Purchasers and/or its respective affiliate(s) may act
as an investor for its own account and may take up Notes in the offering and in that capacity may retain,
purchase or sell for its own account such securities and any securities of the Issuer and may offer or sell
such securities or other investments otherwise than in connection with the offering. Accordingly, references
herein to the Notes being offered should be read as including any offering of the Notes to the Initial
Purchasers and/or their respective affiliates acting in such capacity. Such persons do not intend to disclose
the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory
obligation to do so. The Initial Purchasers or their respective affiliates may purchase the Notes for its own
account or for the accounts of their customers and enter into transactions, including credit derivative, such as
asset swaps, repackaging and credit default swaps relating to the Notes and/or other securities of ours or our
–– 128 ––
subsidiaries or associates at the same time as the offer and sale of the Notes or in secondary market
transactions. Such transactions would be carried out as bilateral trades with selected counterparties and
separately from any existing sale or resale of the Notes to which this Offering Circular relates
(notwithstanding that such selected counterparties may also be purchasers of the Notes).
In connection with this offering, any of the Initial Purchasers appointed and acting in its capacity as a
stabilisation manager (the “Stabilisation Manager”) or any person acting for it, may purchase and sell the
Notes in the open market. These transactions may, to the extent permitted by applicable laws and
regulations, include short sales, stabilising transactions and purchases to cover positions created by short
sales. these activities may stabilise, maintain or otherwise affect the market price of the Notes. In so doing,
the Stabilisation Manager or any person acting on behalf of the Stabilisation Manager shall act as principal
and not as agent of the Issuer or the Company. However, the Stabilisation Manager, or anyone acting for it,
is not obligated to do this. If these actions are commenced, they shall be undertaken in accordance with
applicable laws and regulations, and as a result thereof the price of the Notes may be higher than the price
that otherwise might exist in the open market. Any stabilisation action may begin on or after the date on
which adequate public disclosure of the terms of the Notes is made and, if begun, may cease at any time,
and must end no later than the earlier of 30 days after the Issue Date of the Notes and 60 days after the date
of the allotment of the Notes. Any loss or profit sustained as a consequence of any such transactions or
stabilisation shall be for the account of the Stabilisation Manager.
The Initial Purchasers and their respective affiliates are full service financial institutions engaged in various
activities, which may include securities trading, commercial and investment banking, financial advisory,
investment management, principal investment, hedging, financing and brokerage activities (“Banking
Services or Transactions”). The Initial Purchasers and their respective affiliates may have, from time to time,
performed, and may in the future perform, various Banking Services or Transactions with the Issuer or the
Company for which they have received, or will receive, fees and expenses.
In connection with the offering of the Notes, the Initial Purchasers and/or their respective affiliates, or
affiliates of the Issuer and the Company, may act as investors and place orders, receive allocations and trade
the Notes for their own account and such orders, allocations or trade of the Notes may be material. Such
entities may hold or sell such Notes or purchase further Notes for their own account in the secondary market
or deal in any other securities of the Issuer or the Company, and therefore, they may offer or sell the Notes
or other securities otherwise than in connection with the offering of the Notes. Accordingly, references
herein to the offering of the Notes should be read as including any offering of the Notes to the Initial
Purchasers and/or their respective affiliates, or affiliates of the Issuer and the Company as investors for their
own account. Such entities are not expected to disclose such transactions or the extent of any such
investment, otherwise than in accordance with any applicable legal or regulatory requirements. If such
transactions occur, the trading price and liquidity of the Notes may be impacted.
Furthermore, it is possible a significant proportion of the Notes may be initially allocated to, and
subsequently held by, a limited number of investors. If this is the case, the trading price and liquidity of
trading in the Notes may be constrained. The Issuer, the Company and the Initial Purchasers are under no
obligation to disclose the extent of the distribution of the Notes amongst individual investors, otherwise than
in accordance with any applicable legal or regulatory requirements.
In the ordinary course of their various business activities, the Initial Purchasers and their respective affiliates
make or hold a broad array of investments and actively trade debt and equity securities (or related derivative
securities) and financial instruments (including bank loans) for their own account and for the accounts of
their customers, and may at any time hold long and short positions in such securities and instruments. Such
investment and securities activities may involve securities and instruments of the Issuer or the Company,
including the Notes and could adversely affect future trading price and liquidity of the Notes. The Initial
Purchasers and their respective affiliates may make investment recommendations and/or publish or express
–– 129 ––
independent research views (positive or negative) in respect of the Notes or other financial instruments of
the Issuer or the Company, and may recommend to their clients that they acquire long and/or short positions
in the Notes or other financial instruments of the Issuer or the Company.
IMPORTANT NOTICE TO CMIS (INCLUDING PRIVATE BANKS)
This notice to CMIs (including private banks) is a summary of certain obligations the SFC Code imposes on
CMIs, which require the attention and cooperation of other CMIs (including private banks). Certain CMIs
may also be acting as OC(s) for this offering and are subject to additional requirements under the SFC Code.
Prospective investors who are the directors, employees or major shareholders of the Issuer, the Company, a
CMI or its group companies would be considered under the SFC Code as having an Association with the
Issuer, the Company, the CMI or the relevant group company. CMIs should specifically disclose whether
their investor clients have any Association when submitting orders for the Notes. In addition, private banks
should take all reasonable steps to identify whether their investor clients may have any Associations with the
Issuer, the Company or any CMI (including its group companies) and inform the Initial Purchasers
accordingly.
CMIs are informed that the marketing and investor targeting strategy for this offering includes institutional
investors, sovereign wealth funds, pension funds, hedge funds, family offices and high net worth individuals,
in each case, subject to the selling restrictions set out elsewhere in this Offering Circular.
CMIs should ensure that orders placed are bona fide, are not inflated and do not constitute duplicated orders
(i.e. two or more corresponding or identical orders placed via two or more CMIs). CMIs should enquire with
their investor clients regarding any orders which appear unusual or irregular. CMIs should disclose the
identities of all investors when submitting orders for the Notes (except for omnibus orders where underlying
investor information may need to be provided to the OC(s) when submitting orders). Failure to provide
underlying investor information for omnibus orders, where required to do so, may result in that order being
rejected. CMIs should not place “X-orders” into the order book.
CMIs should segregate and clearly identify their own proprietary orders (and those of their group companies,
including private banks as the case may be) in the order book and book messages.
CMIs (including private banks) should not offer any rebates to prospective investors or pass on any rebates
provided by the Issuer or the Company. In addition, CMIs (including private banks) should not enter into
arrangements which may result in prospective investors paying different prices for the Notes.
The SFC Code requires that a CMI disclose complete and accurate information in a timely manner on the
status of the order book and other relevant information it receives to targeted investors for them to make an
informed decision. In order to do this, those Initial Purchasers in control of the order book should consider
disclosing order book updates to all CMIs.
When placing an order for the Notes, private banks should disclose, at the same time, if such order is placed
other than on a “principal” basis (whereby it is deploying its own balance sheet for onward selling to
investors). Private banks who do not provide such disclosure are hereby deemed to be placing their order on
such a “principal” basis. Otherwise, such order may be considered to be an omnibus order pursuant to the
SFC Code. Private banks should be aware that placing an order on a “principal” basis may require the
relevant affiliated Initial Purchasers (if any) to categorize it as a proprietary order and apply the “proprietary
orders” requirements of the SFC Code to such order.
–– 130 ––
In relation to omnibus orders, when submitting such orders, CMIs (including private banks) that are subject
to the SFC Code should disclose underlying investor information in respect of each order constituting the
relevant omnibus order (failure to provide such information may result in that order being rejected).
Underlying investor information in relation to omnibus orders should consist of:
• The name of each underlying investor;
• A unique identification number for each investor;
• Whether an underlying investor has any “Associations” (as used in the SFC Code);
• Whether any underlying investor order is a “Proprietary Order” (as used in the SFC Code);
• Whether any underlying investor order is a duplicate order.
Und erlying investor inf or m ation in relation to omnib us order should be sent to:
debt.syndicate@bocigroup.com; projecthaihui@clsa.com; investor.info.hk.oc.bond.deals@jpmorgan.com;
fmd.dcm@abchina.com; Projecthaihui@bochk.com; dcm@bankcomm.com.hk; ccba_dcm@asia.ccb.com;
IB_ProjectHaihui@cicc.com.cn; dcm_hk@csci.hk; debtsyndicate@csci.hk;
bondissuance@cmbwinglungbank.com and gs-hk-dcm-omnibus@gs.com.
To the extent information being disclosed by CMIs and investors is personal and/or confidential in nature,
CMIs (including private banks) agree and warrant: (A) to take appropriate steps to safeguard the
transmission of such information to any OC(s); and (B) that they have obtained the necessary consents from
the underlying investors to disclose such information to any OC(s). By submitting an order and providing
such information to any OC(s), each CMI (including private banks) further warrants that they and the
underlying investors have understood and consented to the collection, disclosure, use and transfer of such
information by any OC(s) and/or any other third parties as may be required by the SFC Code, including to
the Issuer, the Company, relevant regulators and/or any other third parties as may be required by the SFC
Code, for the purpose of complying with the SFC Code, during the bookbuilding process for this offering.
CMIs that receive such underlying investor information are reminded that such information should be used
only for submitting orders in this offering. The Initial Purchasers may be asked to demonstrate compliance
with their obligations under the SFC Code, and may request other CMIs (including private banks) to provide
evidence showing compliance with the obligations above (in particular, that the necessary consents have
been obtained). In such event, other CMIs (including private banks) are required to provide the relevant
Initial Purchasers with such evidence within the timeline requested.
By placing an order, prospective investors (including any underlying investors in relation to omnibus orders)
are deemed to represent to the Initial Purchasers that it is not a Sanctions Restricted Person. A “Sanctions
Restricted Person” means an individual or entity (a “Person”): (a) that is, or is directly or indirectly owned
“Specially Designated Nationals and Blocked Persons” list (which as of the date hereof can be found at:
http://www.treasury.gov/ofac/downloads/sdnlist.pdf) or (ii) the Foreign Sanctions Evaders List (which as of
the date hereof can be found at: http://www.treasury.gov/ofac/downloads/fse/fselist.pdf) or (iii) the most
current “Consolidated list of persons, groups and entities subject to EU financial sanctions” (which as of the
date hereof can be found at: https://data.europa.eu/data/datasets/consolidated-list-ofpersons-groups-and-
entities-subject-to-eu-financial-sanctions?locale=en); or (b) that is otherwise the subject of any sanctions
administered or enforced by any Sanctions Authority, other than solely by virtue of the following or (vi) to
the extent that it will not result in violation of any sanctions by the CMIs: (i) their inclusion in the most
current “Sectoral Sanctions Identifications” list (which as of the date hereof can be found at: https://
www.treasury.gov/ofac/downloads/ssi/ssilist.pdf) (the “SSI List”), (ii) their inclusion in Annexes 3, 4, 5 and
–– 131 ––
Annexes”), (iii) their inclusion in any other list maintained by a Sanctions Authority, with similar effect to
the SSI List or the EU Annexes, (iv) them being the subject of restrictions imposed by the U.S. Department
of Commerce’s Bureau of Industry and Security (“BIS”) under which BIS has restricted exports, re-exports
or transfers of certain controlled goods, technology or software to such individuals or entities; (v) them
being an entity listed in the Annex to the new Executive Order of June 3, 2021 entitled “Addressing the
Threat from Securities Investments that Finance Certain Companies of the People’s Republic of China”
(known as the Non-SDN Chinese Military-Industrial Complex Companies List), which amends the Executive
Order 13959 of November 12, 2020 entitled “Addressing the threat from Securities Investments that Finance
Chinese Military Companies”; or (vi) them being subject to restrictions imposed on the operation of an
online service, Internet application or other information or communication services in the United States
directed at preventing a foreign government from accessing the data of U.S. persons; or (c) that is located,
organized or a resident in a comprehensively sanctioned country or territory, including Cuba, Iran, North
Korea, Syria, the Crimea region of Ukraine, the Donetsk’s People’s Republic or Luhansk People’s Republic.
“Sanctions Authority” means: (a) the United Nations; (b) the United States; (c) the European Union (or any
of its member states); (d) the United Kingdom; (e) the People’s Republic of China; (f) any other equivalent
governmental or regulatory authority, institution or agency which administers economic, financial or trade
sanctions; and (g) the respective governmental institutions and agencies of any of the foregoing including,
without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury, the United
States Department of State, the United States Department of Commerce and His Majesty’s Treasury.
General
None of the Issuer, the Guarantor, the Initial Purchasers, the Trustee or the Agents represents that Notes may
at any time lawfully be sold in compliance with any applicable registration or other requirements in any
jurisdiction, or pursuant to any exemption available thereunder, or assumes any responsibility for facilitating
such sale.
No representation is made that any action has been taken in any jurisdiction that would permit a public
offering of any of the Notes, or possession or distribution of this Offering Circular or any other offering
material, in any country or jurisdiction where action for that purpose is required.
The Initial Purchasers and certain of their affiliates may have performed certain commercial banking,
investment banking and advisory services for the Issuer, the Guarantor and/or their respective affiliates from
time to time for which they have received customary fees and expenses and may, from time to time, engage
in transactions with and perform services for the Issuer, the Guarantor and/or their respective affiliates in the
ordinary course of their business.
United States of America
The Notes have not been and will not be registered under the Securities Act, and may not be offered or sold
within the United States except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. Accordingly, the Notes are being offered and sold only
outside the United States in compliance with Regulation S under the Securities Act. Each Initial Purchaser
has represented and agreed that it has not offered or sold, and agrees that it will not offer or sell, any Notes
constituting part of its allotment within the United States except in accordance with Rule 903 of Regulation
S under the Securities Act. Accordingly, neither it, any of its affiliates nor any person acting on its or their
behalf has engaged or will engage in any directed selling efforts with respect to the Notes. Terms used in
this paragraph have the meaning given to them by Regulation S under the Securities Act.
No contractual arrangement without consent: each of the Initial Purchasers has acknowledged that it has not
entered and will not enter into any contractual arrangement with respect to the distribution or delivery of the
Notes, except with its affiliates or with the prior written consent of the Issuer and the Guarantor.
–– 132 ––
EEA
Each Initial Purchaser has represented and agreed that it has not offered, sold or otherwise made available
and will not offer, sell or otherwise make available any Notes which are the subject of the offering
contemplated by this Offering Circular to any retail investor in the EEA. For the purposes of this provision,
the expression “retail investor” means a person who is one (or both) of the following:
(a) a retail client as defined in point (11) of Article 4(1) of MiFID II; or
(b) a customer within the meaning of the Insurance Distribution Directive, where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
United Kingdom
Each Initial Purchaser has represented and agreed that it has not offered, sold or otherwise made available
and will not offer, sell or otherwise make available any Notes which are the subject of the offering
contemplated by this Offering Circular to any retail investor in the United Kingdom. For the purposes of this
provision, the expression “retail investor” means a person who is not a professional client, as defined in
point (8) of Article 2(1) of UK MiFIR.
Other Regulatory Restrictions in the United Kingdom
Each Initial Purchaser has represented and agreed that:
(a) it has only communicated or caused to be communicated and will only communicate or cause to be
communicated an invitation or inducement to engage in investment activity (within the meaning of
Section 21 of the FSMA) received by it in connection with the issue or sale of the Notes in
circumstances in which Section 21(1) of the FSMA does not apply to the Issuer and/or the Guarantor;
and
(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything
done by it in relation to the Notes in, from or otherwise involving the United Kingdom.
Italy
Each Initial Purchaser has represented, warranted and agreed that the offering of the Notes has not been
registered pursuant to Italian securities legislation and, accordingly, no Notes may be offered, sold or
delivered, nor may copies of this Offering Circular or of any other document relating to the Notes be
distributed in the Republic of Italy, except:
(a) to qualified investors (investitori qualificati), as defined pursuant to Article 100 of Legislative Decree
No. 58 of 24 February 1998, as amended (the “Financial Services Act”) and Article 34-ter, first
paragraph, letter (b) of CONSOB Regulation No. 11971 of 14 May 1999, as amended from time to
time (“Regulation No. 11971”); or
(b) in other circumstances which are exempted from the rules on public offerings pursuant to Article 100
of the Financial Services Act and Article 34-ter of the Regulation No. 11971.
–– 133 ––
Any offer, sale or delivery of the Notes or distribution of copies of this Offering Circular or any other
document relating to the Notes in the Republic of Italy under (a) or (b) above must be:
(a) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the
Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of
October 29, 2007 (as amended from time to time) and Legislative Decree No. 385 of September 1,
(b) in compliance with Article 129 of the Banking Act, as amended, and implementing guidelines of the
Bank of Italy, as amended from time to time, pursuant to which the Bank of Italy may request
information on the issue or the offer of securities in the Republic of Italy; and
(c) in compliance with any other applicable laws and regulations or requirement imposed by CONSOB or
other Italian authority.
Any investor purchasing the Notes is solely responsible for ensuring that any offer, sale, delivery, or resale
of the Notes by such investor occurs in compliance with applicable Italian laws and regulations.
People’s Republic of China
Each Initial Purchaser has represented, warranted and agreed that the Notes are not being offered or sold and
may not be offered or sold, directly or indirectly, in the People’s Republic of China (for such purposes, not
including Hong Kong and Macau Special Administrative Regions or Taiwan region), except as permitted by
the securities laws of the People’s Republic of China.
Hong Kong
Each Initial Purchaser has represented, warranted and agreed that (i) it has not offered or sold and will not
offer or sell in Hong Kong, by means of any document, any Notes other than (a) to “professional investors”
as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that
Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as
defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong
or which do not constitute an offer to the public within the meaning of that Ordinance; and (ii) it has not
issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the
purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to
the Notes, which is directed at, or the contents of which are likely to be accessed or read by, the public of
Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to
the Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to
“professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and
any rules made under that Ordinance.
Singapore
Each Initial Purchaser has acknowledged that the Final Offering Circular has not and will not be registered
as a prospectus with the Monetary Authority of Singapore. Accordingly, each Initial Purchaser has
represented, warranted and agreed that it has not offered or sold any Notes or caused the Notes to be made
the subject of an invitation for subscription or purchase and will not offer or sell any Notes or cause the
Notes to be made the subject of an invitation for subscription or purchase, and has not circulated or
distributed, nor will it circulate or distribute, the Offering Circular or any other document or material in
connection with the offer or sale, or invitation for subscription or purchase, of Notes, whether directly or
indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the SFA)
pursuant to Section 274 of the SFA or (ii) to a relevant person (as defined in Section 275(2) of the
–– 134 ––
SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in
accordance with the conditions specified in Section 275 of the SFA and (where applicable) Regulation 3 of
the Securities and Futures (Classes of Investors) Regulations 2018, or (iii) otherwise pursuant to, and in
accordance with the conditions of, any other applicable provision of the SFA.
Any reference to the SFA is a reference to the Securities and Futures Act 2001 of Singapore and a reference
to any term as defined in the SFA or any provision in the SFA is a reference to that term as modified or
amended from time to time including by such of its subsidiary legislation as may be applicable at the
relevant time.
–– 135 ––
GLOSSARY
This glossary contains certain definitions of technical terms used in this Offering Circular as they relate to
the Company, CNOOC and offshore China. Some of these definitions may not correspond to standard
industry definitions. The Company has also included an explanation of certain terms of technical
measurements for reference.
“2-D” . . . . . . . . . . . . . . . . . . . . seismic data collected in two dimensional form, by utilising a
single sound source and one or more collection points; typically 2-
D is used to map geographical structures for initial analysis
“3-D” . . . . . . . . . . . . . . . . . . . . seismic data collected in three-dimensional form, by utilising two
sound sources and two or more collection points; typically 3-D is
used to acquire refined seismic data and to raise the probability of
successful exploration well drilling
“anchor handling towing and supply vessels that are equipped with winches capable of towing and
vessels” or “AHTS vessels” . . . lifting and positioning their anchors and other marine equipment;
they range in size and capacity and are usually characterised in
terms of horsepower and towing capacity; for offshore China
service, anchor handling towing supply vessels typically require
rigs drilling in deep water areas
“appraisal well” .. ... .. . ... .. an exploration well drilled after a successful wildcat well to gain
more information on a newly discovered oil or gas reserve
“casing” . . . . . . . . . . . . . . . . . . steel pipe that is screwed together and lowered into the well hole
after drilling; the casing, along with the cement, provide support to
the well bore against surrounding geological pressure so as to
maintain wellbore stability
“cluster well” . . . . . . . . . . . . . . multiple wells extending in a variety of directions drilled from a
single primary trunk wellbore that extends from the surface
“completion fluid” . . . . . . . . . . . fluid utilised to maintain downwell pressure and stability while
drilling through reservoir rock to minimise damage on the
formation’s surface
“crude oil” . . . . . . . . . . . . . . . . crude oil, including condensate and gas liquids
“day rate” .. .. . . . . . .. . . . . . . fixed daily fee charged with respect to the services provided by a
drilling rig or off shore support vessel
“development well” . . . . . . . . . . wells drilled after appraisal wells for production purposes
“directional drilling” . . . . . . . . . . intentional drilling of well at a non-vertical or deviated angle, in
order to improve reach or exposure to petroleum reservoirs; such
drilling is especially common for offshore wells, given the multiple
number of wells which may be drilled from a single production
platform
–– 136 ––
its way through the rock formations at the bottom of the well
“drill collar” . . . . . . . . . . . . . . . thick-walled tubular pieces machined from solid bars of steel,
which are drilled from end to end to provide a passage to pumping
drilling fluids through the collars
“drill pipe” . . . . . . . . . . . . . . . . steel pipe screwed together by joints which connects the rotary
system on the rig to the drill collar and drill bit downwell
is driven by the rotary system of a rig
“exploration block” . . . . . . . . . . a specified area, which is designated under a PSC for exploration
activity, with the possibility for development of any potential
discoveries
“field” . . . . . . . . . . . . . . . . . . . a specified area within a block, which is designated under a PSC
for development and production
“fracs” . . . . . . . . . . . . . . . . . . . fractures which are created in the reservoir rock to act as flow
channels for the oil and gas to the well; this process can be done
either with downwell perforation charges or through high pressured
water
“horizontal well” . .. .. . .. . .. . a well drilled by deviation drilling to achieve an inclination
typically greater than 70 degrees; such wells are drilled into
reservoir formations to allow for maximum crude oil recovery and
productivity
“HTHP” . . . . . . . . . . . . . . . . . . high temperature and high pressure
or four movable legs that can be extended (“jacked”) above or
below the drilling deck. During towing, the legs of a jack-up rig are
elevated. When the rig reaches the drill site, the crew jacks the legs
downward through the water and into the sea floor (or onto the sea
floor with mat supported jack-ups). This anchors the rig and holds
the drilling deck well above the waves
“PSV” . . . . . . . . . . . . . . . . . . . platform supply vessel
“reservoir rock” .. ... . .. ... .. subsurface porous rock formations. such as sandstone, limestone
and dolomite, in which gas or oil can be found
operations; rotary systems typically are either in the form of rotary
tables, which are located on the drilling floor, or in the form of
more advanced top drive systems, located in the derrick swivel
–– 137 ––
(3-D) form from sound wave reflections off of sub surface geology.
This data is used to understand and map geological structures for
exploratory purposes to predict the location of undiscovered
reserves
“semi-submersibles” . . . . . . . . . . semi-submersibles do not rest on the sea floor as jack-up rigs.
Instead, the working deck sits atop giant pontoons and hollow columns.
These afloat above the water when the rig moves. At the drill site,
the crew pumps seawater into the pontoons and columns to
partially submerge the rig, hence the name semisubmersible. With
much of its bulk below the water’s surface, the semi-submersible
becomes a stable platform for drilling, moving only slightly with wind
and currents. Like jack-ups, most semi-submersibles are towed to
the drill site. Because of their exceptional stability, “semis” are well
suited for drilling in rough waters. Semi-submersibles can drill in
water as deep as 10,000 feet
“standby vessels” . . . . . . . . . . . . vessels that typically remain on standby to provide support or
safety backup to offshore rigs and production facilities, and are
equipped to provide first aid and shelter and, in some cases, may
also function as supply vessels
“streamers” . . . . . . . . . . . . . . . . clear flexible tubing containing numerous hydrophones used for
marine seismic surveys; streamers are owed behind seismic vessels
at controlled shallow water depths to collect seismic data
“top drive” . . . . . . . . . . . . . . . . an electrical rotary motor system built into a suspended swivel,
which eliminates the need for a rotary table on the rig floor; top
drives provide more efficient and safer drilling by allowing drilling
to be done three joints at a time, instead of one, and also by
allowing rotation while entering and exiting the wellbore
“utility vessels” . . . . . . . . . . . . . vessels that provide service to offshore production facilities and
also support offshore maintenance and construction work; their
capabilities include the transportation of fuel, water, deck cargo and
personnel; they range in length from 96 feet to 135 feet and may,
depending on the vessel design, have enhanced features such as
fire-fighting and pollution response capabilities
a well for production, including casing and well treatment, such as
acidising and fracing, as well as the installation of necessary
equipment and devices
“well work-over” . . . . . . . . . . . . any work on a completed well designed to maintain, restore or
improve production from a currently producing petroleum reservoir,
this may include replacement of casing and well treatment, such as
sand control, fracing, acidising
“wellbore” . . . . . . . . . . . . . . . . a well hole
–– 138 ––
“wildcat well” . . . . . . . . . . . . . . an exploration well drilled in an area or geological formation that
has no known reserves or previous discoveries
The Company also uses the following technical measurements. The following is an explanation for
reference:
“km” . . . . . . . . . . . . . . . . . . . . kilometre, which is equivalent to approximately 0.6214 mile
“km2” . . . . . . . . . . . . . . . . . . . square kilometre, which is equivalent to approximately 0.386
square mile
“kw” . . . . . . . . . . . . . . . . . . . . kilowatts used to measure offshore supply vessel engine
“psi” . . . . . . . . . . . . . . . . . . . . pounds per square inch, used to measure air or liquid
–– 139 ––
GENERAL INFORMATION
Authorisations
We have obtained all necessary consents, approvals and authorisations in the PRC and Singapore in
connection with the issue and performance of the Notes, the execution and performance of the Guarantee.
The entering into of the Trust Deed and the issue of the Notes have been authorised by resolutions of the
board of directors of the Issuer dated 18 August 2025. The entering into and performance of the Guarantee
has been authorised by resolutions of the Board of Directors of the Guarantor dated 25 March 2025 and
resolutions of the shareholders of the Guarantor dated 22 May 2025.
Documents Available
For so long as any of the Notes are outstanding, the Trust Deed in respect of the Notes may be inspected
free of charge upon prior written request and satisfactory proof of holding during normal business hours
(being between 9: 00 am and 3: 00 pm) on any weekday (except public holidays) at the corporate trust office
of the Trustee. For so long as any of the Notes are outstanding, copies of our audited financial statements for
the past two fiscal years, if any, may be obtained during normal business hours on any weekday (except
public holidays) at the principal registered office of the Company at 201 Haiyou Avenue, Yanjiao Economic
& Technological Development Zone, Sanhe City, Hebei Province, 065201.
Clearing System and Settlement
The Notes have been accepted for clearance through the CMU under Common Code 327715909, ISIN
HK0001249611 and CMU Instrument Number CILHFN26011. The Issuer’s Legal Entity Identifier Code is
Listing of the Notes
Application will be made to the Hong Kong Stock Exchange for the listing of, and permission to deal in, the
Notes by way of debt issues to Professional Investors only and such permission is expected to become
effective on or about 17 March 2026.
No Material Adverse Change
Save as disclosed in this Offering Circular, there has been no significant change in the financial or trading
position of the Group since 30 June 2025 and there has been no material adverse change in the financial
position or prospects of the Group since 30 June 2025.
Litigation
Other than as disclosed in the Offering Circular, neither the Issuer nor any other member of the Group is or
has been involved in any governmental, legal or arbitration proceedings (including any such proceedings
which are pending or threatened of which the Issuer is aware) in the 12 months preceding the date of this
document which may have or have in such period had a significant effect on the financial position or
profitability of the Issuer or the Group.
–– 140 ––
Auditors
The consolidated financial statements of the Group for the years ended 31 December 2023 and 2024
contained in this Offering Circular have been audited by Ernst & Young as stated in their reports. The
consolidated financial statements of the Group for the six months ended 30 June 2024 and 2025 contained in
this Offering Circular have been reviewed by Ernst & Young as stated in their report. Ernst & Young has
given and has not withdrawn its written consent to the issue of this Offering Circular with the references
herein to its name and, where applicable, reports in the form and context in which they appear in this
Offering Circular.
–– 141 ––
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Audited Consolidated Financial Statements as at and for the Year Ended 31 December 2023
Consolidated Statement of Profit or Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-7
Consolidated Statement of Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-8
Consolidated Statement of Financial Position .. .. .. ... .. .. .. .. .. . .. ... .. .. ... . .. . F-9
Consolidated Statement of Changes in Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-11
Consolidated Statement of Cash Flows .. ... ... .. .. . ... ... .. ... .. . ... .. .. . ... . . F-12
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-13
Audited Consolidated Financial Statements as at and for the Year Ended 31 December 2024
Independent Auditor’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-106
Consolidated Statement of Profit or Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-111
Consolidated Statement of Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-112
Consolidated Statement of Financial Position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-113
Consolidated Statement of Changes in Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-115
Consolidated Statement of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-116
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-117
Reviewed Consolidated Financial Statements as at and for the Six Months Ended 30 June 2025
Independent Auditor’s Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-202
Interim Condensed Consolidated Statement of Profit or Loss . . . . . . . . . . . . . . . . . . . . . . . . . F-203
Interim Condensed Consolidated Statement of Comprehensive Income . . . . . . . . . . . . . . . . . . . F-204
Interim Condensed Consolidated Statement of Financial Position . . . . . . . . . . . . . . . . . . . . . . . F-205
Interim Condensed Consolidated Statement of Changes in Equity . . . . . . . . . . . . . . . . . . . . . . F-207
Interim Condensed Consolidated Statement of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . F-208
Notes to Interim Condensed Consolidated Financial Information . . . . . . . . . . . . . . . . . . . . . . . F-209
The financial statements in this section titled “Index to Consolidated Financial Statements” have been
reproduced from the annual reports of China Oilfield Services Limited ( 中海油田服務股份有限公司) for
the financial years ended 31 December 2023 and 2024, respectively, and from the interim report of China
Oilfield Services Limited ( 中海油田服務股份有限公司) for the six months ended 30 June 2025 and have
not been specifically prepared for inclusion in this Offering Circular. Prospective investors should read the
consolidated financial data in conjunction with the related the notes.
–– F-1 ––
REGISTERED OFFICE OF THE ISSUER REGISTERED OFFICE OF THE COMPANY
COSL Singapore Capital Ltd. China Oilfield Services Limited
COSL (Singapore) Base 1581, Haichuan Road
Singapore 629877 Tanggu Ocean Hi-tech Zone
Binhai Hi-tech Development District
Tianjin, People’s Republic of China
TRUSTEE CMU LODGING AND PAYING AGENT,
REGISTRAR AND TRANSFER AGENT
Citicorp International Limited Citicorp International Limited
Central, Hong Kong Kwun Tong, Kowloon
Hong Kong
LEGAL ADVISORS TO THE ISSUER AND THE COMPANY
As to English law As to PRC law As to Singapore law
Linklaters King & Wood Mallesons Rajah & Tann Singapore LLP
Alexandra House World Financial Center Marina One West Tower
Chater Road, Central No.1 Dongsanhuan Zhonglu, Singapore 018937
Hong Kong Chaoyang District
Beijing 100020
P. R. China
LEGAL ADVISORS TO THE INITIAL PURCHASERS
As to English law As to PRC law
Sidley Austin LLP JunHe LLP
London, EC3A 8BE 8 Jianguomenbei Avenue
United Kingdom Beijing, People’s Republic of China
LEGAL ADVISORS TO THE TRUSTEE
As to English law
Sidley Austin LLP
London, EC3A 8BE
United Kingdom
AUDITORS TO THE GUARANTOR
Ernst & Young
Quarry Bay, Hong Kong

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