The Company achieved a total net production of 80.9 million barrels of oil equivalent (BOE) for the third quarter of 2011, representing a decrease of 9.1% year over year (YOY). The decline in net production was mainly attributable to the production loss as a result of the suspension of production of Penglai 19-3 oilfield in Bohai Bay as well as the natural decline of certain producing fields. For the third quarter of 2011, the Company made two new discoveries and nine successful appraisal wells.

Having benefited from higher realized oil and gas prices, the total unaudited oil and gas sales revenues of the Company reached approximately RMB46.26 billion for the third quarter of 2011, representing a significant increase of 23.7% YOY. In the third quarter of 2011, the Company’s average realized oil price significantly increased 50.3% YOY to US$112.04 per barrel while the Company’s average realized gas price increased 20.0% YOY to US$5.18 per thousand cubic feet.

For the third quarter of 2011, the Company's capital expenditure was approximately RMB10.55 billion, representing an increase of 28.8% YOY, mainly attributable to the busy development pipeline and extensive exploration program.

For the purpose of this announcement, unless otherwise indicated, an exchange rate of US$1 = RMB6.4147 has been used for the third quarter of 2011, and an exchange rate of US$1 = RMB6.7772 has been used for the third quarter of 2010, where applicable. The usage of these exchange rates is for illustration only and does not constitute a representation that any amount has been, could have been or may be exchanged or converted at the above rates or at any other rate at all.

This announcement is published on the website of The Stock Exchange of Hong Kong Limited (http://www.hkex.com.hk) and on the Company’s website (http://www.cnoocltd.com).

By Order of the Board

CNOOC Limited

Jiang Yongzhi

Joint Company Secretary

China Eastern Airlines (NYSE:CEA) MAJOR TRANSACTION

On 17 October 2011, the Company entered into the Termination Agreement regarding the termination of the CEA 787 Agreement and the SA 787 Agreement, and the Company entered into the Agreement with Boeing Company regarding the Transaction. The Transaction constitutes a major transaction of the Company under the Listing Rules as applied by the Stock Exchange and is subject to the approval of the shareholders of the Company.

CEA Holding, which directly or indirectly holds approximately 59.94% of the issued share capital of the Company, does not have any interest or benefit under the Transaction. No shareholder of the Company (including CEA Holding) would be required to abstain from voting at any general meeting of the Comptany, if convened, to approve the Transaction.

The Company will issue and despatch to its shareholders the Circular as soon as possible but no later than 25 November 2011.

THE EXISTING AGREEMENTS

Reference is made to the Company’s announcement dated 8 August 2005, circular dated 19 Sept embe r 2005 and announc ement da t ed 4 Novembe r 2005 r ega rding the Company’s purchase of 15 Boeing 787 series aircraft from Boeing Company pursuant to the CEA 787

Agreement.

On 8 Augus t 2005, Shangha i Ai r l ine s and Boe ing Company ent e r ed into the SA 787 Agreement, pursuant to which Shanghai Airlines purchased 9 Boeing 787 series aircraft from Boeing Company. As further described on page 74 of the Company’s annual report 2010, the Company entered into an agreement with Shanghai Airlines on 10 July 2009 in relation to the absorption of Shanghai Airlines by way of the issuance of new A shares of the Company in exchange for the existing issued shares of Shanghai Airlines, which exchange was completed on 28 January 2010. Following the said absorption, the SA 787 Agreement was novated by Shanghai Airlines in favour of the Company. Therefore, as at the date of this announcement and immediately before entering into the Termination Agreement, the Company has orders of 24 Boeing 787 aircraft in total.

THE NEW AGREEMENT

On 17 October 2011, the Company entered into the Termination Agreement regarding the termination of the CEA 787 Agreement and the SA 787 Agreement, and the Company entered into the Agreement with Boeing Company regarding the Transaction. To the best knowledge, information and belief of the Directors having made all reasonable enquiry, Boeing Company and its ultimate beneficial owner(s) are third parties independent of the Company and connected persons (as defined in the Listing Rules) of the Company, and are not connected persons of the Company .

Payment terms and source of funding:

The Consideration is payable by cash in United States dollars in instalments, and is, as currently contemplated, being funded through the Company’s working capital, bank loans from commercial banks and other sources of financing available to the Company. The prepayment paid to Boeing Company by the Company pursuant to the CEA 787 Agreement and by Shanghai Airlines pursuant to the SA 787 Agreement will be used to deduct part of the Consideration and as the prepayment for the purchase of other brand new aircraft from Boeing Company in the future.

Delivery : The Aircraft are expected to be delivered to the Company in stages from 2014 to 2016.