China Oil And Gas : OVERSEAS REGULATORY ANNOUNCEMENT - ISSUANCE OF US$30,000,000 5.5% SENIOR NOTES DUE 2023 (TO BE CONSOLIDATED AND FORM A SINGLE CLASS WITH THE US$320,000,000 5.5% SENIOR NOTES DUE 2023 ISSUED ON 25 JULY 2019)

IMPORTANT NOTICE

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PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The securities described in the attached offering memorandum are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended ("MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014, as amended (the "PRIIPs Regulation") for offering or selling the securities described in the attached offering memorandum or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the securities described in the attached offering memorandum or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

Notification under Section 309B(1)(c) of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA") - the Company has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

(incorporated in Bermuda with limited liability)

US$30,000,000

5.5% Senior Notes due 2023

(to be consolidated and form a single class with the US$320,000,000

5.5% Senior Notes due 2023 issued on July 25, 2019)

Issue Price: 102.00%

plus accrued interest from (and including) July 25, 2019 to (but excluding) October 31, 2019

China Oil And Gas Group Limited, a company incorporated in Bermuda with limited liability (the "Company"), is proposing to offer US$30,000,000 aggregate principal amount of its 5.5% Senior Notes due 2023 (the "New Notes"). The New Notes will be issued under the indenture (the "Indenture") governing the Company's outstanding US$320,000,000 aggregate principal amount of 5.5% Senior Notes due 2023 issued on July 25, 2019 (the "Original Notes"). The New Notes constitute Additional Notes under the Indenture and are identical in all respects with the Original Notes, other than with respect to the date of issuance and issue price. The New Notes will form a single class with the Original Notes. The Original Notes and the New Notes are referred to collectively as the "Notes". Upon completion of this offering, the aggregate principal amount of outstanding New Notes and Original Notes will be US$350,000,000. Terms not defined in this supplemental offering memorandum have the meanings given to them in the offering memorandum dated July 18, 2019 (the "Offering Memorandum").

This supplemental offering memorandum incorporates the information contained in the Offering Memorandum and should be read in conjunction with the Offering Memorandum. To the extent that there is any inconsistency between any information in this supplemental offering memorandum and the information in the Offering Memorandum, the information in this supplemental offering memorandum shall prevail.

The New Notes will bear interest from July 25, 2019 at 5.5% per annum payable semi-annually in arrears on the business day on or nearest to January 25 and July 25 of each year, beginning January 25, 2020. The Notes will mature on January 25, 2023.

The Notes are senior obligations of the Company, guaranteed by certain of our existing subsidiaries (the "Subsidiary Guarantors"), other than (1) those organized under the laws of the PRC and (2) certain other subsidiaries specified in the section entitled "Description of the Notes" in the Offering Memorandum. We refer to the guarantees by the Subsidiary Guarantors as Subsidiary Guarantees.

We may at our option redeem the Notes, in whole or in part, at any time and from time to time on or after July 25, 2021, at redemption prices set forth in this offering memorandum plus accrued and unpaid interest, if any, to (but not including) the redemption date. At any time and from time to time prior to July 25, 2021, we may redeem up to 35% of the aggregate principal amount of the Notes with the net cash proceeds of one or more sales of common stock of the Company at a redemption price of 105.5% of the principal amount of the Notes, plus accrued and unpaid interest, if any, to (but not including) the redemption date. In addition, we may redeem the Notes, in whole but not in part, at any time prior to July 25, 2021, at a price equal to 100% of the principal amount of the applicable Notes plus a premium as set forth in this offering memorandum. Upon the occurrence of a Change of Control Triggering Event (as defined herein), we must make an offer to repurchase all Notes outstanding at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase. We may at our option redeem the Notes, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, if any, to (but not including) the redemption date at any time on or after the date when no more than 10% of the aggregate principal amount of the Notes issued on the Original Issue Date remains outstanding.

The Notes will (1) rank senior in right of payment to any existing and future obligations of the Company expressly subordinated in right of payment to the Notes, (2) be at least pari passu in right of payment with the 2014 Notes, the 2017 Notes and all other unsecured, unsubordinated Indebtedness (as defined below) of the Company (subject to any priority rights of such unsecured, unsubordinated Indebtedness pursuant to applicable law), (3) be effectively subordinated to all existing and future obligations of the Non-Guarantor Subsidiaries, and (4) be effectively subordinated to all existing and future secured obligations of the Company and the Subsidiary Guarantors to the extent of the collateral securing such obligations (other than the collateral securing the Notes). However, applicable law may limit the enforceability of the Subsidiary Guarantees and the pledge of any collateral. See "Risk Factors - Risks relating to the Subsidiary Guarantees and the Collateral."

For a more detailed description of the Notes, see the section entitled "Description of the Notes" in the Offering Memorandum.

Investing in the Notes involves risks. See the section entitled "Risk Factors" in this supplemental offering memorandum and the Offering Memorandum.

The Original Notes are listed and quoted on the Singapore Exchange Securities Trading Limited (the "SGX-ST") and application will be made to the SGX-ST for the listing and quotation of the New Notes on the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained herein. Approval in-principle from, admission to the Official List of, and listing and quotation of any New Notes on, the SGX-ST are not to be taken as an indication of the merits of the Company, the Subsidiary Guarantors or any other subsidiary or associated company of the Company, the New Notes or the Subsidiary Guarantees. For so long as the Notes are listed on the SGX-ST and the rules of the SGX-ST so require, the Notes, if traded on the SGX-ST, will be traded in a minimum board lot size of S$200,000 (or its equivalent in foreign currencies). Accordingly, the Notes, if traded on the SGX-ST, will be traded in a minimum board lot size of US$200,000.

The New Notes and the Subsidiary Guarantees have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. The New Notes are being offered and sold by the Initial Purchaser only outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act ("Regulation S"). For a description of certain restrictions on resale or transfer, see the section entitled "Transfer Restrictions."

With reference to the Notice on Promoting the Reform of the Filing and Registration System for Issuance of Foreign Debt by Enterprises(國家發展改革委 關於推進企業 發行外債備案登記制管理改革的通知)(the "NDRC Notice") promulgated by National Development and Reform Commission (the "NDRC") of the PRC on September 14, 2015 which came into effect on the same day, we have registered the issuance of the Notes with the NDRC and obtained a certificate from the NDRC dated May 14, 2019 evidencing such registration. Pursuant to the registration certificate, we will cause relevant information relating to the issue of the New Notes to be reported to the NDRC within ten working days after the issue date of the New Notes. We have reported the relevant information relating to the issue of the Original Notes to the NDRC within ten working days after the issue date of the Original Notes.

It is expected that the delivery of the New Notes will be made on or about October 31, 2019 through the book-entry facilities of the Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream"), against payment therefor in immediately available funds.

Sole Global Coordinator, Sole Lead Manager and Sole Bookrunner

Morgan Stanley

The date of this supplemental offering memorandum is October 28, 2019

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