Summary of Conference Call Notes Company Overview - The company discussed is China National Offshore Oil Corporation (CNOOC), a leading player in oil exploration and production [1] Core Points and Arguments - CNOOC is recommended as a strong investment due to its leadership position in the oil exploration and production sector [1] - The company is expected to maintain a balanced supply and demand situation for crude oil under carbon neutrality constraints [1] - With oil prices remaining high, CNOOC is actively engaging in capital expenditures, which is anticipated to support future production growth [1] - The long-term growth of the company is assured through its ongoing investments and production strategies [1] Additional Important Content - The discussion highlights the importance of CNOOC's proactive approach in capital spending to ensure sustainable growth in a fluctuating market [1]

Investment Rating - The report maintains a "Buy" rating for the company, highlighting its strong profitability and high dividend value in the context of stable oil prices [1][11]. Core Views - The company is deeply engaged in the green low-carbon development of oil and gas, enhancing the integration of oil and gas with new energy, and increasing capital expenditure on exploration and development, leading to rapid growth in oil and gas production [1][20]. - The company emphasizes shareholder returns, maintaining a dividend payout ratio of no less than 40% from 2022 to 2024, with an expected dividend yield of 3.9% for A shares and 6.4% for H shares in 2024 [9]. Financial Summary - The projected net profit for the company from 2024 to 2026 is estimated at 1457 billion, 1582 billion, and 1639 billion CNY respectively, with corresponding EPS of 3.06, 3.33, and 3.45 CNY per share [1][2]. - The company's revenue is expected to grow from 4222 billion CNY in 2022 to 4762 billion CNY in 2026, with a revenue growth rate of 71.56% in 2022 and a projected 2.92% in 2026 [2][6]. - The return on equity (ROE) is projected to be 19.23% in 2024, 18.57% in 2025, and 17.31% in 2026, indicating a strong profitability trend [2][6]. Operational Highlights - The company has made significant advancements in low-carbon transformation, focusing on the integration of oil and gas exploration with new energy initiatives, including the establishment of the world's largest shore power application base for offshore oil fields [20][23]. - The first fully green-designed oil field in China, the Wushi 23-5 oil field group, has commenced production, showcasing the company's commitment to sustainable development [23].

Investment Rating - The report maintains a "Buy" rating for the company, indicating an expected investment return exceeding 15% over the next 6-12 months [6][11]. Core Insights - The company has successfully launched its first green design oilfield, the Wushi 23-5 oilfield group, in the South China Sea, which is expected to enhance its low-carbon development strategy [1][22]. - The company emphasizes high shareholder returns, with a commitment to a dividend payout ratio of no less than 40% from 2022 to 2024, and an absolute dividend value of at least 0.70 HKD per share [2]. - The company’s earnings forecasts for 2024-2026 are projected to be 1457 billion, 1582 billion, and 1639 billion CNY respectively, with corresponding EPS of 3.06, 3.33, and 3.45 CNY per share [11]. Summary by Sections Company Overview - The company is focused on integrating oil and gas exploration with renewable energy development, particularly in key areas such as Bohai Bay and the Beibu Gulf [16]. Financial Performance - As of July 1, the company's A and H shares have a PB-MRQ of 2.29 and 1.38 respectively, compared to comparable companies like ExxonMobil and Occidental Petroleum [2]. - The company reported a net profit of 1417 billion CNY in 2022, with a significant increase in revenue and profit margins expected in the coming years [9][11]. Market Position - The company’s stock price is currently at 34.04 CNY, with a projected dividend yield of 3.9% for A shares and 6.4% for H shares based on the 2024 dividend forecast [2][3]. - The report highlights the company's competitive edge in terms of ROE, which is higher than that of comparable companies, suggesting room for valuation improvement [2].

Summary of Conference Call Company/Industry Involved - The conference call is related to the securities industry, specifically focusing on the insights provided by Zheshang Securities Research Institute [1] Core Points and Arguments - The content of the call is directed towards institutional investors and invited third-party guests, emphasizing that the opinions expressed are personal and do not constitute specific investment advice [1] Other Important but Possibly Overlooked Content - The call serves as a reminder that all information shared is for informational purposes only and should not be interpreted as a judgment on specific securities or market performance at any given time [1]

Investment Rating - The investment rating for the company is "Outperform the Market" (maintained) [1][5]. Core Views - The seventh development project in the Guyana Stabroek block, the Hammerhead project, is expected to be launched, with an environmental authorization application submitted to the Guyanese government [3]. - The Hammerhead project has a maximum design capacity of 180,000 barrels per day and is anticipated to commence production by 2029 [3][7]. - The Stabroek block has an estimated recoverable resource of approximately 11 billion barrels of oil equivalent, with three existing projects contributing a total production capacity of 580,000 barrels per day [4][26]. - The average production from the Stabroek block for the first four months of 2024 is projected to be 616,000 barrels per day, exceeding the government's forecast by 9% [4][8]. Financial Forecast and Valuation - The company’s projected net profit for 2024-2026 is estimated at 149.8 billion, 156.4 billion, and 163.3 billion yuan, respectively, with corresponding EPS of 3.15, 3.29, and 3.43 yuan [5][31]. - The A-share PE ratios for 2024, 2025, and 2026 are projected to be 10.2, 9.7, and 9.3 times, while the H-share PE ratios are expected to be 6.7, 6.4, and 6.1 times [5][31].

Investment Rating - The report assigns a "Buy" rating to the company, with a previous rating of "Not Rated" [43]. Core Views - The company is positioned as a leading marine oil and gas exploration and production enterprise in China, with a strong resource endowment and a notable low-cost advantage, indicating stable and positive performance [45]. - The oil and gas extraction industry is expected to maintain a high level of prosperity, supported by ongoing demand growth from emerging economies and a stable international oil price outlook [45]. - The company is increasing its capital expenditure to enhance production capacity, with projected net production reaching 700-720 million barrels of oil equivalent in 2024 [45]. Summary by Sections Company Overview - The company primarily engages in the exploration, development, production, and sales of oil and gas, with significant operations in China's offshore regions [42]. - As of the end of 2023, the company's domestic offshore reserves and production accounted for approximately 60% and 69% of its total reserves and production, respectively [42]. Industry Outlook - The report highlights that the international oil price is expected to remain at a mid-to-high level in 2024, with the oil and gas extraction industry continuing to thrive [45]. - Factors such as OPEC+ production policies and geopolitical tensions are reshaping global oil trade dynamics, which may impact supply stability [45]. Financial Performance - The company achieved a net production of approximately 180.1 million barrels of oil equivalent in Q1 2024, reflecting a year-on-year increase of 9.9% [45]. - The average realized price for oil was $78.75 per barrel, up 6.2% year-on-year, contributing to a revenue of 111.468 billion RMB, a 14.1% increase from the previous year [45]. Cost Management - The company's main cost per barrel of oil decreased to $28.83 in 2023, down 5.1% year-on-year, and further reduced to $27.59 in Q1 2024 [45]. - The report emphasizes the importance of controlling depreciation, depletion, and amortization (DD&A) costs and operational expenses to maintain competitive pricing [45]. Transition to Low-Carbon Energy - The company is actively pursuing low-carbon development, with natural gas production increasing and expected to account for 30% of its output by 2025 [45]. - The integration of offshore wind power projects with oil and gas operations is highlighted as a key strategy for sustainable growth [45].

Investment Rating - The report maintains a "Buy" rating for the company [5][14]. Core Views - The company has significant domestic reserves, with 43% of its confirmed reserves located in the South China Sea, contributing to production and reserve growth [1]. - The company plans to increase capital expenditure in 2024, with a budget of 1250-1350 billion yuan, aimed at enhancing exploration and production capabilities [3]. - Recent breakthroughs in deepwater exploration, including the successful testing of the Ling Shui 36-1 gas field, are expected to further boost the company's production capacity [13]. Summary by Sections Company Overview - The company holds confirmed reserves of 1754.5 million barrels of oil equivalent in the South China Sea, accounting for 26% of its total confirmed reserves and 43% of domestic reserves [1]. - In Q1 2024, the net production from the South China Sea fields reached 56.9 million barrels of oil equivalent, representing 32% of the company's total net production [1]. Capital Expenditure and Projects - The capital expenditure for 2024 is projected to increase compared to 2023, with several key projects expected to commence production within the year, including the Bozhong 19-2 oil field and the Deep Sea No. 1 Phase II natural gas project [3]. - The company is focused on enhancing its exploration and development spending to support new production and reserve growth [3]. Financial Performance - The company forecasts net profits of 1457 billion yuan, 1582 billion yuan, and 1639 billion yuan for 2024, 2025, and 2026 respectively, with corresponding EPS of 3.06, 3.33, and 3.45 yuan per share [14][15]. - The report highlights a strong return on equity (ROE) of 23.7% for 2022, with a projected decline to 15.9% by 2026 [15].

Investment Rating - The report maintains a "Buy" rating for the company [7]. Core Views - The discovery of the Lingshui 36-1 gas field marks a significant breakthrough in ultra-deepwater and ultra-shallow gas exploration, with a tested natural gas flow rate exceeding 10 million cubic meters per day [1][2]. - The company is expected to enhance its deepwater oil and gas production capacity, supported by its advanced exploration and development technology [2]. - The company plans to increase its capital expenditure for exploration and development, with a budget of 125 to 135 billion yuan for 2024, indicating a steady growth trajectory [4]. Summary by Sections Exploration and Production - The Lingshui 36-1 gas field is the first exploration discovery in China's ultra-deepwater and ultra-shallow layers, with an average water depth of approximately 1500 meters and a gas layer depth of 210 meters [2]. - The South China Sea oil fields account for 43% of the company's domestic reserves, with confirmed reserves of 1754.5 million barrels of oil equivalent [3]. Financial Projections - The company forecasts net profits of 145.7 billion yuan, 158.2 billion yuan, and 163.9 billion yuan for 2024, 2025, and 2026 respectively, with corresponding EPS of 3.06 yuan, 3.33 yuan, and 3.45 yuan [4][6]. - The company aims to maintain a high dividend policy while achieving high profitability in a stable oil price environment [4]. Capital Expenditure and Projects - The capital expenditure for 2024 is set to increase compared to 2023, with several projects expected to commence production, including the Bohai Zhong 19-2 oil field and the Deep Sea No. 1 Phase II gas development project [4]. - The company is committed to enhancing its exploration and development efforts in the South China Sea, aiming to solidify its resource base [3].

本组织章程细则中文译本只供参考，本组织章程细则中文译本与英文版本的内容如 有任何差异或不一致，应以英文版本为准。 组织章程细则 | | | | 表 A 等所载的规例不适用 1 | | --- | | 释义 1 | | 名称 3 | | 本公司的身份和权力 3 | | 成员的法律责任 3 | | 办事处 3 | | 股份 3 | | 股份联名持有人 4 | | 股票 5 | | 催缴股款 6 | | 股份的没收 7 | | 留置权 8 | | 股份转让 9 | | 股份传转 10 | | 增加资本及回购股份 10 | | 股本变动 11 | | 权利的更改 11 | | 股东大会 12 | | 股东大会通知 13 | | 股东大会的议事程序 14 | | 表决 14 | | 成员投票 16 | | 董事 18 | | --- | | 董事酬金 18 | | 董事会的权力 18 | | 董事的任命及免职 20 | | 候补董事 21 | | 取消董事资格 22 | | 董事的利益 22 | | 首席执行官及其他任命 25 | | 董事会议事程序 25 | | 会议记录 26 | | 公章 26 | | 秘书 27 ...

北京市金杜律师事务所 之法律意见书 致：中国海洋石油有限公司 北京市金杜律师事务所（以下简称本所）接受中国海洋石油有限公司（以 下简称公司）委托，根据《中华人民共和国证券法》（以下简称《证券法》）、 中国证券监督管理委员会《上市公司股东大会规则（2022 年修订）》（以下简 称《股东大会规则》）等中华人民共和国境内（以下简称中国境内，为本法律 意见书之目的，不包括中国香港特别行政区、中国澳门特别行政区和中国台湾 地区）现行有效的法律、行政法规、规章和规范性文件和现行有效的《中国海 洋石油有限公司组织章程细则》（以下简称《组织章程细则》）有关规定，指 派律师出席了公司于 2024 年 6 月 7 日召开的 2023 年度股东周年大会（以下简 称本次股东大会），并就本次股东大会相关事项出具本法律意见书。 为出具本法律意见书，本所律师审查了公司提供的以下文件，包括但不限 于： 1. 经公司 2021 年 10 月 26 日股东特别大会审议通过的《组织章程细则》； 2. 公司分别于 2024 年 3 月 22 日、2024 年 5 月 9 日刊登于《中国证券报》 《证券时报》《上海证券报》《证券日报》及上海证券交易所 ...