EXHIBIT 4.45
Framework Agreement
on Mutual Supply of Products and Services
between
China National Offshore Oil Corporation
and
CNOOC Limited
(Summary Translation)
Exhibit 4.45-1
Table of Contents
ARTICLE 1 SCOPE OF PRODUCTS AND SERVICES..........................................................3
ARTICLE 2 TRADING PRINCIPLES......................................................................4
ARTICLE 3 PRICING PRINCIPLES......................................................................5
ARTICLE 4 IMPLEMENTATION..........................................................................6
ARTICLE 5 RIGHTS AND OBLIGATIONS..................................................................7
ARTICLE 6 TERM AND TERMINATION OF INDIVIDUAL PRODUCT AND SERVICE CONTRACT........................7
ARTICLE 7 REPRESENTATIONS AND WARRANTIES..........................................................8
ARTICLE 8 PERFORMANCE OF THIS AGREEMENT...........................................................9
ARTICLE 9 FORCE MAJEURE...........................................................................9
ARTICLE 10 ANNOUNCEMENT...........................................................................10
ARTICLE 11 MISCELLANEOUS..........................................................................10
ARTICLE 12 NOTICE.................................................................................11
ARTICLE 13 APPLICABLE LAW AND DISPUTE RESOLUTION..................................................11
ARTICLE 14 SUPPLEMENTS............................................................................11
Exhibit 4.45-2
Framework Agreement on Mutual Supply of Products and Services
(Summary Translation)
This agreement is entered into in Beijing on 8 December 2005 by and
between the following parties:
China National Offshore Oil Corporation (hereinafter referred to as
"CNOOC"), a state-owned enterprise incorporated and lawfully existing under
the laws of the People's Republic of China ("PRC").
CNOOC Limited (hereinafter referred to as the "Company"), a company
incorporated and lawfully existing under Hong Kong law.
(Collectively the "Parties" and individually a "Party")
WHEREAS
CNOOC owns approximately 70% of the issued share capital of the Company
on the date of execution hereof.
CNOOC is engaged in ancillary production services, engineering
construction services, information consulting services, supply services and
financial services in connection with the production and operation of
petroleum, natural gas and petrochemicals. Such services are necessary to the
production and operation of the Company and its associates. CNOOC and its
associates have personnel, technical and regional strength, as well as
long-term cooperation with the Company and its associates. Therefore, the
Company is willing to procure the said products and services from CNOOC in
accordance with the provisions hereof.
The Company has crude oil, condensate oil, liquefied petroleum gas,
natural gas and relevant byproducts and semi-finished products, and is capable
of providing other petroleum-related products and services. The Company has
also had long-term cooperation with CNOOC. Therefore, CNOOC is willing to
procure the said products and services from the Company in accordance with the
provisions of this Agreement.
NOW THEREFOR AFTER AMICABLE NEGOTIATION, THE PARTIES HAVE AGREED AS
FOLLOWS.
Article 1 Scope of Products and Services
1.1 The products and services to be provided by the Company to CNOOC
include:
1.1.1 management, technical, facilities and ancillary services,
including supply of materials: technical consulting,
technology transfer, management, technical research
services and other supporting services;
Exhibit 4.45-3
1.1.2 petroleum and natural gas products, byproducts and
semi-finished products as well as other various
petroleum-related products;
1.1.3 long-term contracts in connection with natural gas,
liquefied natural gas, byproducts and semi-finished
products as well as other various petroleum-related
products.
1.2 The products and services to be provided by CNOOC to the Company
include:
1.2.1 exploration and support services: geophysical exploration
services, seismic data acquisition and processing,
integrated exploration research services, collection of
geophysical data, ocean geological forecast and data
processing, offshore drilling, well survey, well logging,
well cementation and other related technical services,
ship tugging, transportation and security services and
other related technical and supporting services;
1.2.2 oil and gas field development and support services:
geologic examination, offshore drilling, well survey, well
logging, well cementation and other related technical
services, design, construction, installation and tuning of
production facilities, shipping transportation, provision
of materials, integrated research on development
techniques as well as other related technical and
supporting services;
1.2.3 oil and gas field production and support services:
integrated research on production techniques, well
workover, shipping transportation, oil tanker
transportation, provision of materials, platform
maintenance, repair of equipment and pipelines, production
operations, oil extraction, oil and gas production labor
services, warehousing and storage, lease of equipment and
building, road transportation services, telecommunication
and network services, wharf services, construction
services, including roads, wharf, buildings, factories and
water barrier, maintenance and repair of major equipment,
medical, childcare and social services, provision of
water, electricity and heat, security and fire services,
technical training, accommodation, maintenance and repair
of buildings, catering services and other related
technical and supporting services.
1.2.4 management, marketing and other ancillary services:
marketing services, management, staff recruitment,
publishing, telecommunications, leases of properties,
property management, supply of water, electricity and
heat, car rental, integrated services and integrated
research.
1.2.5 FPSO vessel leases.
Article 2 Trading Principles
2.1 With regard to all the products and services hereunder, the
particular parties may otherwise enter into relevant contracts in
accordance with the scope provided herein.
Exhibit 4.45-4
The particular parties refer to CNOOC, the Company and their
respective associates. The Parties agree that such relevant
contracts shall be executed based on the following general
principles:
o The products and services thereunder shall be satisfactory to
the other Party;
o The products and services thereunder shall be provided on an
fair and reasonable price basis;
o The products and services thereunder shall be provided by
CNOOC to the Company in accordance with such terms and
conditions as are more favorable than those offered by an
independent third party; and
o The products and services thereunder shall be provided by the
Company to CNOOC on the terms and conditions no less
favorable than those available to an independent third party.
Article 3 Pricing Principles
3.1 Subject to the trading principles set out in Article 2.1 hereof,
under the prevailing local market conditions (including
considerations such as volume of sales, length of contracts,
package of services, overall customer relationship and other
market factors), the products and services under Article 1 shall
be based on arm's length negotiation and on normal commercial
terms or on terms no less favourable than those available to any
independent third party. Where such pricing principles are not
applicable, the products and services under Article 1 shall be
respectively priced in accordance with Articles 3.2 to 3.5
hereof.
3.2 The products and services under Articles 1.2.1 to 1.2.4 hereof
shall be provided in accordance with the following pricing
principles and precedence(pound)(0)
(i) State -prescribed price; or
(ii) Where there is no state-prescribed price, market prices
(including local, national or international market price); or
(iii) When neither (i) nor (ii) is applicable, the cost to CNOOC
for providing the relevant products and services plus a
margin of not more than 10%, before any applicable taxes.
3.3 The products and services under Article 1.2.5 hereof shall be
provided at the market prices and according to normal commercial
terms.
3.4 The products and services under Article 1.1.1 hereof shall be
provided in accordance with the following principles and normal
commercial terms:
(i) State -prescribed price; or
(ii) Where there is no state-prescribed price, market prices
(including local, national or international market price);
or
(iii) When neither (i) nor (ii) is applicable, the cost to CNOOC
for providing the relevant products and services plus a
margin of not more than 10%, before any applicable taxes.
Exhibit 4.45-5
3.5 The products and services under Articles 1.1.2 to 1.1.3 hereof
shall be provided in accordance with the following principles and
precedence:
(i) State -prescribed price; or
(ii) Where there is no state-prescribed price, market prices
(including local, national or international market price).
Article 4 Implementation
4.1 The Parties shall ensure and procure their respective associates
to execute such individual product and service supply contracts
as are complied with the principles and provisions hereunder.
4.2 The various product and service supply contracts which were
entered into by and between the Parties and their associates
before January 1, 2006 and will remain effective after January 1,
2006, shall be deemed as contracts entered into in accordance
with the provisions of this Agreement. Where any or all of such
contracts are inconsistent with the provisions of this Agreement,
they shall be amended in compliance with the provisions of this
Agreement.
4.3 The term of such individual product and service supply contracts
as are entered into in accordance with Articles 1.1.1, 1.1.2 and
1.2.1 to 1.2.4 shall not be more than two years. Where the term
of such contracts is not more than two years and will expire
however after December 31, 2007, the followings shall be provided
therein: "This contract shall be terminated on December 31, 2007
provided that CNOOC Limited fails to obtain the approval of the
annual caps from 2008 to 2010 for the connected transactions
falling into such category according to the requirements of the
Rules Governing the Listing of Securities on the Stock Exchange
of Hong Kong Limited (the "Listing Rules") until December 31,
2007."
4.4 The term of such individual product and service supply contracts
as are entered into in accordance with Article 1.2.5 shall not be
more than twenty (20) years. The followings shall be provided
therein: This contract shall be terminated on December 31, 2007
provided that CNOOC Limited fails to obtain the approval of the
annual caps from 2008 to 2010 for the connected transactions
falling into such category according to the requirements the
Listing Rules until December 31, 2007."
4.5 The term of such individual product and service supply contracts
as are entered into in accordance with Article 1.1.3 shall not be
more than twenty (20) years. The followings shall be provided
included therein: This contract shall be terminated on December
31, 2007 provided that CNOOC Limited fails to obtain the approval
of the annual caps from 2008 to 2010 for the connected
transactions falling into such category according to the
requirements the Listing Rules until December 31, 2007."
Exhibit 4.45-6
Article 5 Rights and Obligations
5.1 The Parties may
5.1.1 provide certain products and services to any third party
provided that a guarantee by one Party of supply of the
products and services hereunder has been made to the other
Party.
5.1.2 receive lawfully payment due for products and services in
accordance with the provisions herein.
5.2 The Parties shall
5.2.1 procure and ensure their respective associates to provide
products and services to the other Party in compliance
with the standards and pricing principles set out in this
Agreement and individual product and service supply
contracts.
5.2.2 coordinate the matters related to the aforesaid individual
product and service supply contracts under engagement by
concerned parties to such individual product and service
supply contacts; and
5.2.3 make relevant payment and pay service fees due pursuant to
this Agreement and relevant individual product and service
supply contracts.
5.3 The Company may elect to utilize the products and services
provided by either CNOOC or any third party.
Article 6 Term and Termination of Individual Product
and Service Contract
6.1 This Agreement shall become effective from January 1, 2006 upon
execution by the authorized representatives of the Parties and
shall remain in effect for a term of two (2) years.
6.2 If any Party breaches any provisions of this Agreement (the
"Breaching Party"), the other party (the "Non-breaching Party")
may notify the Breaching Party in writing of such breach and
request the Breaching Party to make relevant remedies within the
reasonable period specified; the Non-breaching Party may
forthwith terminate this Agreement provided that the Breaching
Party fails to make such remedies within the aforesaid specified
period. The Non-breaching Party reserves the right to recourse
and claim compensation and any other claims available under the
applicable laws.
Exhibit 4.45-7
6.3 Any rights or obligations of any Party having arisen out of this
Agreement shall survive the termination of this Agreement.
6.4 The Parties agree that each Party may terminate an individual
product and service supply contract in respect of any certain or
some products or services, with at least 6-month prior written
notice. In addition, in respect to any products or services
contracted before, such relevant contracts may be terminated only
after such products and services are supplied.
6.5 Where CNOOC intends to terminate the supply of any product or
service while the Company fails to find another supplier for such
product or service (the Company shall notify CNOOC of such
situation from time to time), CNOOC shall continue to supply such
product or service pursuant to this Agreement unless otherwise
consented by the Company.
Article 7 Representations and Warranties
7.1 CNOOC represents and warrants that:
7.1.1 CNOOC is a stated-owned enterprise duly incorporated
pursuant to the PRC law with independent legal person and
valid business license;
7.1.2 CNOOC has obtained all the government approvals (if
required) and internal authorizations necessary for the
execution and performance of this Agreement. This
Agreement shall become binding on CNOOC upon execution by
the authorized representative of CNOOC;
7.1.3 The execution and performance of this Agreement by CNOOC
will not violate any other agreement entered into by CNOOC
or its articles of association, nor conflict as a matter
of law with other agreements entered into by CNOOC or its
articles of association.
7.2 The Company represents and warrants that:
7.2.1 the Company is a Hong Kong company duly incorporated in
accordance with the Hong Kong law with independent legal
person and valid business license;
7.2.2 the Company has obtained all internal authorizations
necessary for the execution of this Agreement and this
Agreement shall become binding on the Company upon
execution by the authorized representative of the Company;
7.2.3 The execution and performance of this Agreement by the
Company will not violate any other agreement entered into
by the Company or its articles of association nor conflict
as a matter of law with other agreements entered into by
the Company or its articles of association.
Exhibit 4.45-8
Article 8 Performance of this Agreement
8.1 Where any transaction hereunder constitutes the connected
transaction under the Listing Rules, such transaction may
proceed, as required by the Listing Rules, only if such
transaction has been exempted by the Stock Exchange of Hong Kong
Limited ("HKSE") or approved by the independent shareholders or
has complied with any other provisions of the Listing Rules
concerning connected transactions. Such transaction under this
Agreement may be carried out on conditions that the Company has
obtained the approval of the independent shareholders or has
complied with any other relevant provisions of the Listing Rules
concerning connected transaction concerning such transaction.
8.2 Where the waiver of HKSE is conditional, this Agreement shall be
performed in compliance with such conditions.
8.3 Where the waiver for certain connected transaction is withdrawn,
revoked or void and such transaction fails to comply with the
relevant requirements of the Listing Rules concerning connected
transactions, the performance of this Agreement in connection
with such transaction shall be suspended.
8.4 Where the performance of this Agreement in connection with all
the transactions hereunder is suspended pursuant to Article 8.3,
this Agreement shall be terminated.
Article 9 Force Majeure
9.1 If any Party fails to perform any or all of its obligations under
this Agreement due to force majeure ("force majeure" shall mean
any circumstances which cannot be reasonably controlled, foreseen
or cannot be avoided and overcome though foreseen by the affected
Party, and occurred after the execution of this Agreement, making
such affected Party objectively fail to perform (including
without limitation failure to perform even though on a reasonable
cost) any or all of its obligations under this Agreement. Such
force majeure includes but not limited to flood, fire, drought,
typhoon and hurricane, earthquake and any other natural disaster,
and traffic accident, strike, riot, war (whether or not declared)
and acts or omissions of the government), such performance shall
be suspended for the duration of force majeure.
9.2 The affected Party shall promptly after its occurrence notify the
other Party in writing and provide the other Party with
sufficient evidence specifying the nature of such force majeure
and its duration by hand or registered air mail within fifteen
(15) days. The Party who claims a failure to perform this
Agreement due to force majeure shall make all reasonable efforts
to minimize the loss or damage that may be incurred by the
Parties as a result of force majeure.
Exhibit 4.45-9
9.3 Upon the occurrence of force majeure, the Parties shall forthwith
commence joint consultations aimed at how to implement this
Agreement. After termination or elimination of force majeure, the
Parties shall immediately resume the performance of their
respective obligations hereunder.
Article 10 Announcement
Neither Party shall make any announcement with regard to the matters of
this Agreement without the prior written consent of the other Party except for
the announcements made in compliance with the PRC laws and relevant provisions
of the China Securities Regulatory Commission, the HKSE, the Hong Kong
Securities and Futures Commission, the New York Stock Exchange, the United
States Securities and Exchange Commission and other governmental or regulatory
authorities.
Article 11 Miscellaneous
11.1 Unless otherwise provided, neither Party shall assign in whole or
in part its rights or obligations under this Agreement without
the prior written consent of the other Party.
11.2 This Agreement constitutes the entire agreement between the
Parties in respect of its subject matter and supersedes all
previous oral or written agreements, contracts, memorandums of
understanding and communications.
11.3 Should any provision of this Agreement be held to be illegal,
invalid or unenforceable, the legality, validity and
enforceability of the remaining provisions of this Agreement
shall remain unaffected.
11.4 The Parties agree that CNOOC and the Company will bear and pay
respectively any costs and expenses arising out of this Agreement
subject to relevant PRC laws. If relevant laws are not available,
the Parties agree to equally share all the relevant costs and
expenses.
11.5 The amendment of this Agreement shall only be valid and effective
subject to the signing in writing by the duly authorized
representatives of the Parties and sufficient approval by the
Parties. If such amendment constitutes a substantive and material
amendment to this Agreement, such amendment shall become
effective provided that a notification of or consent from the
HKSE (as the case may be) and shareholders' meeting of the
Company (if applicable) is available.
11.6 Unless otherwise provided, failure of one Party to exercise or
exercise on time any right, power or privilege hereunder shall
not act as a waiver, nor shall any single or partial exercise
thereof preclude any further exercise of any other right, power
or privilege.
Exhibit 4.45-10
Article 12 Notice
12.1 All notices or other communications made hereunder by one Party
shall be in writing and in Chinese and delivered by hand, or sent
by registered air mail or facsimile addressed to the facsimile
numbers specified by the other Party. Any such notice shall be
deemed to have been duly served:
12.1.1 If delivered by hand when signing by the intended
recipient;
12.1.2 If sent by registered airmail, the seventh (7th) day after
delivery (stamp date) (If the last day is a Saturday,
Sunday or statutory holiday, such date shall be postponed
to the next business day);
12.1.3 If sent by facsimile, upon successful transmission by the
sending party.
Article 13 Applicable Law and Dispute Resolution
13.1 This Agreement shall be governed by and construed in accordance
with the PRC laws.
13.2 All disputes arising out of or in connection with this Agreement
shall be settled through negotiation by the Parties. If such
dispute can not be settled, such dispute shall be submitted to
China International Economic and Trade Commission ("CIETAC') for
arbitration which shall be conducted in accordance with CIETAC
Arbitration Rules in effect at the time of applying for
arbitration. The arbitration award shall be final and legally
binding to the Parties.
Article 14 Supplements
14.1 Unless otherwise provided in this Agreement, in the context,
(1) one Party includes its legal successors; and
(2) the headings of the Articles of this Agreement are inserted
for convenience only and shall not be in legal force or
affect the interpretation of this Agreement.
14.2 This Agreement is written in Chinese.
14.3 IN WITNESS WHEREOF, each party hereto has caused this Agreement
to be executed on the date written on the first page.
Exhibit 4.45-11
China National Offshore Oil CNOOC Limited
Corporation
---------------------------- -----------------------------
By: By:
Title: Title:
Exhibit 4.45-12
