UNITED
STATES
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
the
month of January 2008
Commission
File Number 1-14966
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CNOOC
Limited
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(Translation
of registrant’s name into English)
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65th
Floor
Bank
of China Tower
One
Garden Road
Central,
Hong Kong
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(Address
of principal executive offices)
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Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
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Form
20-F X Form 40-F
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): ____
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7): ____
Indicate
by check mark whether by furnishing the information contained in this Form,
the
registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
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Yes
___ No X
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If
"Yes"
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): Not applicable
Signature
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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CNOOC
Limited
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By:
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/s/
Kang Xin
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Name:
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Kang
Xin
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Title:
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Company
Secretary
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Dated:
January 24, 2008
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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Announcement
dated January 23, 2008, entitled “Qualified
Accountant”.
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Exhibit
99.1
The
Stock Exchange of Hong Kong Limited takes no responsibility for the contents
of
this announcement, makes no representation as to its accuracy or completeness
and expressly disclaims any liability whatsoever for any loss whatsoever
arising
from or in reliance upon the whole or any part of the contents of this
announcement.
 (Incorporated
in Hong Kong with limited liability under the Companies
Ordinance)
(Stock
Code: 883)
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QUALIFIED
ACCOUNTANT
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The
Company has applied for, and the Stock Exchange has granted,
a conditional
waiver from strict compliance with Rule 3.24 of the Listing Rules
in
relation to the requirement for the Company to appoint a qualified
accountant for the period from 1 January 2008 until 31 December
2010.
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Reference
is made to the announcement of CNOOC Limited (the “Company”)
dated 9 February 2006 regarding a conditional waiver from strict compliance
with
Rule 3.24 of the Rules Governing the Listing of Securities on The Stock
Exchange
of Hong Kong Limited (the “Stock Exchange”) (the
“Listing Rules”) granted by the Stock Exchange in
relation to
the requirement for the Company to appoint a qualified accountant (the
“Waiver”). The Waiver expired on 31 December
2007.
The
Company has applied for, and the Stock Exchange has granted, a conditional
waiver from strict compliance with Rule 3.24 of the Listing Rules in relation
to
the requirement for the Company to appoint a qualified accountant for the
period
from 1 January 2008 until 31 December 2010.
Mr.
Li
Feilong, a member of the senior management team of the Company, meets all
the
requirements of a qualified accountant as set out in Rule 3.24 of the Listing
Rules, except that he is not a fellow or associate member of the Hong Kong
Institute of Certified Public Accountants (“HKICPA”) or a
similar body of accountants recognized by HKICPA for the purpose of granting
exemptions from the examination requirement for membership of HKICPA. Mr.
Li
Feilong will continue to take up the role of qualified accountant of the
Company
and will continue to be assisted by Mr. Li Peng, a senior accountant of
the
Company and a member of the Association of Chartered Certified Accountant
(ACCA)
in the United Kingdom, for the duration of the waiver.
The
waiver
granted by the Stock Exchange will cease (i) on 31 December 2010; or (ii)
once
Mr. Li Peng is no longer able to assist Mr. Li Feilong, whichever is the
earlier. When the waiver ceases to have effect, the Company will immediately
inform the Stock Exchange and take remedial steps to comply with Rule 3.24
of
the Listing Rules.
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By
Order of the Board
CNOOC
Limited
Kang
Xin
Company
Secretary
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1
Hong
Kong, 23 January 2008
As
at the
date of this announcement, the board of directors comprises of:
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Executive
Directors
Fu
Chengyu (Chairman)
Zhou
Shouwei
Wu
Guangqi
Yang
Hua
Non-executive
Directors
Luo
Han
Cao
Xinghe
Wu
Zhenfang
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Independent
Non-executive Directors
Edgar
W. K. Cheng
Chiu
Sung Hong
Evert
Henkes
Lawrence
J. Lau
Tse
Hau Yin, Aloysius
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2