SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- FORM 6-K ----------- REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For February 8, 2006 CNOOC Limited (Translation of registrant's name into English) ___________________________________________________ 65th Floor Bank of China Tower One Garden Road Central, Hong Kong (Address of principal executive offices) ___________________________________________________ (Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F) Form 20-F X Form 40-F --------- ---------- (Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.) Yes No X --------- ---------- (If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A.) Company Announcement -------------------- "This statement is made at the request of The Stock Exchange of Hong Kong Limited. The directors of CNOOC Limited (the "Company") have noted today's increase in the price of the shares of the Company and wish to state that, save for the Company's announcement dated 9 January 2006 that it acquired an interest in offshore Nigeria oil field OML 130, the Board is not aware of any reasons for such increase. Save as disclosed above, the Board confirms that there are no negotiations or agreements relating to intended acquisitions or realisations which are discloseable under Rule 13.23 of the Listing Rules, and neither is the Board aware of any matter discloseable under the general obligation imposed by Rule 13.09 of the Listing Rules, which is or may be of a price sensitive nature. Made by the order of the Company, the Board of directors of which individually and jointly accept responsibility for the accuracy of this statement. As at the date of this announcement, the Board comprises of: Executive Directors Independent non-executive Directors Fu Chengyu (Chairman) Sung Hong Chiu Luo Han Kenneth S. Courtis Zhou Shouwei Evert Henkes Cao Xinghe Tse Hau Yin, Aloysius Wu Zhenfang Lawrence J. Lau Wu Guangqi Yang Hua By Order of the Board CNOOC Limited Cao Yunshi Company Secretary Hong Kong, 6 February 2006" SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report on Form 6-K to be signed on its behalf by the undersigned, thereunto duly authorized. CNOOC Limited By: /s/ Cao Yunshi ----------------------------- Name: Cao Yunshi Title: Company Secretary Dated: February 8, 2006