EXHIBIT 4.48
Supplemental Agreement to the Undertaking Agreement
This Supplemental Agreement is made on 8 December 2005
BETWEEN:
(1) CHINA NATIONAL OFFSHORE OIL CORPORATION whose legal address is at
Xxxxxxx Xxxxx, X0 Xxxxxxxxxxxxxx Xxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxx
000000, the People's Republic of China ("CNOOC"); and
(2) CNOOC LIMITED, whose registered office is at 65th Floor, Bank of Xxxxx
Xxxxx, 0 Xxxxxx Xxxx, Xxxx Xxxx (the "Company").
WHEREAS:
(1) CNOOC and the Company entered into an undertaking agreement (the
"Undertaking Agreement") on 6 April 2000 and a supplemental agreement
to the Undertaking Agreement on 21 December 2000 (the "First
Supplemental Agreement").
(2) The parties have agreed to enter into this Supplemental Agreement to
amend the Undertaking Agreement (as amended by the First Supplemental
Agreement).
The parties agree as follows in relation to the amendment of the Undertaking
Agreement:
1. CONDITIONS PRECEDENT
1.1 The provisions of this Supplemental Agreement (other than this clause
and Clauses 5 and 6) are subject to the approval of the independent
shareholders of the Company (if required by law or regulation).
1.2 Each of the parties shall use its best endeavours to procure the
fulfilment of the conditions contained in clause 1.1.
2. DEFINITION AND INTERPRETATION
Exhibit 4.48-1
Words and terms used in this Supplemental Agreement shall, save where
the context otherwise requires, have the same meaning as defined in the
Undertaking Agreement (as amended by the First Supplemental Agreement).
3. PRIORITY TO BUSINESS OPPORTUNITIES
The parties hereby agree that notwithstanding the terms of the
Undertaking Agreement, the Company may offer to CNOOC any opportunities
falling within the scope of the Business which are within the onshore
areas of the PRC or outside the PRC and which the board of directors of
the Company does not consider is in the best interests of the Company to
pursue ("Business Opportunity"). If the board of directors of the
Company decides to offer any such Business Opportunity to CNOOC, CNOOC
or members of the CNOOC Group will thereafter be entitled to engage in,
develop and operate such Business Opportunity without restriction,
subject to Clause 4 below.
4. OPTION OF ACQUISITION
For any Business Opportunity afforded to and accepted by CNOOC or
members of the CNOOC Group in accordance with Clause 3 above, CNOOC
hereby irrevocably grants to the Company the right to acquire the
businesses developed by CNOOC or members of the CNOOC Group from such
Business Opportunity according to the terms of this Clause 4 ("Option of
Acquisition").
4.1 Option Period: The Company may exercise the option of acquisition at any
time following an offer made under Clause 3.
4.2 Preliminary Notice of Intention for Acquisition: In order to exercise
the Option of Acquisition, the Company should issue a preliminary notice
of intention for acquisition, which shall state that the Company is
interested in the acquisition of such Business which is being operated
by CNOOC or members of the CNOOC Group.
4.3 Assets Valuation: After receiving the preliminary notice of intention,
CNOOC should appoint a qualified valuation institution, which is
mutually accepted by the parties, in accordance with the laws of the PRC
to carry out assets valuation on the business that is proposed to be
acquired, and the basis of valuation shall be determined through
consultation of the parties. The valuation report should be confirmed by
the competent PRC government authority or other institutions authorized
by it. Such valuation report, after confirmation, shall be binding on
both parties. CNOOC should provide the original of the valuation report
to the Company within 10 days after the confirmation of the valuation
report.
4.4 Acquisition Price and Acquisition Agreement: The acquisition price
should be
Exhibit 4.48-2
based on the confirmed assets valuation amount, and be determined by the
parties through negotiation according to the normal commercial terms and
conditions. The acquisition agreement should be finalized by the parties
through negotiation according to the normal commercial terms and
conditions.
4.5 If it is stipulated by law or the relevant listing rules, or considered
necessary by the majority of the independent directors of the board of
directors of the Company, that the Company should retain auditors,
independent financial advisors, valuators outside the PRC, independent
technology advisors and/or other professional advisors to carry out
audit and valuation of the business proposed to be acquired and issue
reports, CNOOC should assist the relevant professional advisors, and
provide the relevant information to them. All the fees of such advisors
should be borne by the Company.
4.6 Notice of the Exercise of Option of Acquisition: After receiving the
confirmed assets valuation report, the board of directors of the Company
should finish its internal approval procedures in accordance with the
laws, regulations and listing rules of the PRC and the place of listing
and the stipulations of the Articles of Association of the Company, and
notify CNOOC in writing of its decision within 90 days or within such
period as otherwise agreed between the parties. If the Company decides
to exercise the Option of Acquisition, it should issue to CNOOC a notice
of the exercise of Option of Acquisition; if the Company decides not to
exercise the Option of Acquisition, it should also notify CNOOC in
writing. If the Company fails to notify CNOOC of its decision in writing
within 90 days after it receives the confirmed valuation report, or
within such period as otherwise agreed between the parties, it shall be
deemed to giving up the Option of Acquisition.
4.7 Exercise of the Option of Acquisition by the Company: The parties shall
sign the acquisition agreement, and, upon approval of the independent
shareholders of the Company (if required by law or regulation), the
Company shall make payment to CNOOC according to the price and method of
payment provided in the acquisition agreement and shall receive all
necessary legal rights to the business acquired.
5. This Supplemental Agreement is supplemental to and forms an integral
part of the Undertaking Agreement, and shall come into effect as from
the date of its signing by the duly authorized representatives of both
parties. Unless otherwise agreed in this Supplemental Agreement, other
clauses of the Undertaking Agreement are still valid.
Exhibit 4.48-3
CHINA NATIONAL OFFSHORE OIL CORPORATION
Authorized Representative:
Name:
Position:
CNOOC LIMITED
Authorized Representative:
Name:
Position:
Exhibit 4.48-4
