CNOOC : Audit Committee Charter

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(Incorporated in Hong Kong with limited liability under the Companies Ordinance)

(Stock Code: 00883) Audit Committee Charter Purpose

1. The purpose of the audit committee (the "Audit Committee") of CNOOC Limited (the "Company") is to assist the board of directors of the Company (the "Board") in fulfilling its responsibilities with respect to the integrity of the financial statements of the Company, the independence, qualifications and performance of the Company's external auditors, compliance with legal and regulatory requirements and ongoing overseeing of the Company's risk management and internal control systems and the internal audit function, and to prepare the Audit Committee report for inclusion in the annual proxy statement (where required) and such other reports as may be required under The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). The Audit Committee is also responsible for performing certain corporate governance related duties and functions.

   Composition

2. The Audit Committee shall be appointed by the Board from time to time and shall consist of not less than three non-executive directors. The majority of the Audit Committee shall be independent non-executive directors, each of whom shall meet and maintain the independence and experience requirements (if any) from time to time of the The Stock Exchange of Hong Kong Limited (the "HKEx"), the New York Stock Exchange (the "NYSE") and the Securities and Exchange Commission (the "SEC"). The Board shall appoint a member of the Audit Committee who is an independent non-executive director as the Chairman of the Audit Committee (the "Chairman").

   Qualifications

3. Each member of the Audit Committee shall be financially literate (in the view of the Board). At least one member of the Audit Committee shall meet the "audit committee financial expert" requirements of the SEC and at least one (who may be the same person) shall have appropriate professional qualifications or accounting or related financial management expertise meeting the requirement of the HKEx.

   Meetings

4. The Audit Committee shall meet at least twice annually, or more frequently if circumstances dictate, or act by unanimous written resolutions. At least one of these meetings shall be in person, while others may be conducted by teleconference or other

means of electronic communication. Except in emergencies, all papers and/or other materials for the meeting shall be sent to all Audit Committee members at least three days before each meeting. The quorum shall be two members of the Audit Committee.

The Chairman (or in his or her absence, a member designated by the Chairman) shall preside at all meetings of the Audit Committee. The Chairman shall be responsible for leading the Audit Committee, including scheduling meetings, preparing agendas and making regular reports to the Board.

Annual General Meetings 5. The Chairman of the Audit Committee or in his/her absence, another member (who must be an independent non-executive director) of the Audit Committee, shall attend the Company's annual general meetings (or any adjournment thereof) and be prepared to respond to shareholders' questions on the Audit Committee's activities and their responsibilities. Access

1. The Audit Committee shall have full access to management. The Audit Committee shall meet separately, periodically, with management, with the Company's internal auditors and with the Company's external auditors to discuss any matters that the Audit Committee believes are relevant to fulfilling its responsibilities.

   Minutes

2. Full minutes of each Audit Committee meeting shall be prepared by the Company Secretary of the Company (who shall attend each meeting) and sent to all Audit Committee members in draft for comments as soon as reasonably practicable. Final versions of minutes shall be prepared and sent to all Audit Committee members as soon as practicable.

   Reports

3. The Audit Committee shall evaluate and assess the effectiveness of the Audit Committee and the adequacy of this Audit Committee Charter on an annual basis and recommend any proposed changes to the Board.

   Authority

4. The Audit Committee shall have the direct authority to compensate, assess and monitor the independence, evaluate and address any questions of resignation or dismissal of the Company's external auditors, subject to the Company's Articles of Association and the Listing Rules.

5. Upon reasonable request, the Audit Committee shall, have the authority to seek independent professional advice with the approval of the Board at the expense of the Company.

6. The Audit Committee is authorised to conduct or originate investigations into any matters within the Audit Committee's scope of responsibilities and all employees shall fully cooperate with the Audit Committee.

   Responsibilities and Duties General Principle

7. The Audit Committee shall monitor the integrity of financial statements of the Company and the Company's annual report and accounts, interim report and, if prepared for publication, quarterly reports, and review significant financial reporting judgements contained in them.

   Annual Audit

8. The Audit Committee shall meet with the Company's external auditors and senior management prior to the annual audit to discuss the planning and staffing of the audit before the audit commences.

9. The Audit Committee shall review the annual audited financial statements and discuss them with the Company's senior management and the Company's external auditors, including the Company's "management discussion and analysis" ("MD&A") disclosures. In connection with such review, the Audit Committee shall:

10. prior to its commencement, review the nature and scope of the external audit and reporting obligations, including the engagement letter. The Audit Committee must consider and ensure it understands the factors considered by the external auditors in determining their audit scope and reporting obligations. The external auditors' fees are to be negotiated by the management, and presented to the Audit Committee for review and approval annually;

11. discuss with the Company's external auditors all matters required to be discussed by applicable accounting standards relating to the audit including but not limited to:

12. any changes in accounting policies and practices;

13. major areas entailing the exercise of judgement;

14. significant adjustments resulting from the audit;

15. the "going concern" assumption and any qualifications (if applicable);

16. compliance with accounting standards;

17. compliance with Listing Rules and the requirements of the HKEx, the SEC and the NYSE and any other applicable legal requirements in relation to financial reporting;

18. any analyses or other written communications prepared by management and/or the external auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative Generally Accepted Accounting Principles (the "GAAP") methods on the financial statements; and

19. any major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company's selection or application of accounting principles.

20. review with the Company's external auditors any problems or difficulties encountered in the course of their audit, including any material change in the planned audit work and any restrictions placed on the scope of such work, and management's response.

    Based on its review of the audited financial statements, the Audit Committee shall make its recommendation to the Board as to the inclusion of the Company's audited financial statements in the Company's Annual Report to the shareholders as well as its annual report on Form 20-F to be filed with the SEC.

21. The Audit Committee should consider any significant or unusual items that are, or may need to be, reflected in the annual and interim financial reports and, if prepared for publication, quarterly reports, and it should give due consideration to any matters that have been raised by the Company's qualified accountant, compliance officer or external auditors.

22. The Audit Committee shall adopt, and annually review, an "audit and non-audit services pre-approval policy" to ensure external auditor's independence. The policy shall set forth its procedures for pre-approving audit services and permitted non-audit services as well as procedures for establishing annual budgets for pre-approved services. The Audit Committee should report to the Board, identifying and making recommendations on any matters where action or improvement is needed.

    General Matters

23. The other authorities and duties of the Audit Committee shall be to:

24. consider the appointment of the Company's external auditors, the proposed audit fee and engagement terms, and any questions of resignation or dismissal; be primarily responsible for making recommendations to the Board on the appointment, reappointment and removal of the external auditors, as well as approval of the remuneration and terms of engagement of the external auditors, and any questions of resignation or dismissal of the external auditors; where the Board disagrees with the Audit Committee's view on the selection, appointment, resignation or dismissal of the external auditors, the Board shall arrange for the Corporate Governance Report in the Annual Report to include an explanation of the Audit Committee's view and the reasons why the Board has taken a different view;