EXHIBIT
4.38

      


      


      


      


      


      


      


      Framework
Agreement

      


      on
Mutual Supply of Products and Services

      


      


      


      


      between

       

      


      


      China
National Offshore Oil Corporation

       

      


      


      and

      


      CNOOC Limited

      


      
      

      (Summary
Translation)

       

       

      


      
        
          
          

        

        
          Exhibit
4.38-1

          
            

          

        

        
          
          

        

         

      

      Table of
Contents

       

      
        
          	 
      	 
      	 
      
	 
      	 
      	 
      
	
                  ARTICLE 1

                	
                  SCOPE OF PRODUCTS AND
      SERVICES

                	
                  3

                
	
                  ARTICLE 2

                	
                  TRADING PRINCIPLES

                	
                  5

                
	
                  ARTICLE 3

                	
                  PRICING
      PRINCIPLES

                	
                  5

                
	
                  ARTICLE 4

                	
                  IMPLEMENTATION

                	
                  6

                
	
                  ARTICLE 5

                	
                  RIGHTS AND
      OBLIGATIONS

                	
                  7

                
	
                  ARTICLE 6

                	
                  TERM AND TERMINATION OF INDIVIDUAL
      PRODUCT  AND SERVICE SUPPLY CONTRACT

                	
                  7

                
	
                  ARTICLE 7

                	
                  REPRESENTATIONS AND
      WARRANTIES

                	
                  8

                
	
                  ARTICLE 8

                	
                  PERFORMANCE OF THIS
      AGREEMENT

                	
                  9

                
	
                  ARTICLE 9

                	
                  FORCE MAJEURE

                	
                  9

                
	
                  ARTICLE 10

                	
                  ANNOUNCEMENT

                	
                  10

                
	
                  ARTICLE 11

                	
                  MISCELLANEOUS

                	
                  10

                
	
                  ARTICLE 12

                	
                  NOTICE

                	
                  11

                
	
                  ARTICLE 13

                	
                  APPLICABLE LAW AND DISPUTE
      RESOLUTION

                	
                  11

                
	
                  ARTICLE 14

                	
                  SUPPLEMENTS

                	
                  11

                


        

      

       

      
         

      

      


      
        
          
          

        

        
          Exhibit
4.38-2

          
            

          

        

        
          
          

        

      

      


      Framework
Agreement on Mutual Supply of Products and Services

      (Summary
Translation)

      


        This Agreement is
entered into in Beijing on  November 8,
2007 by
and between the following parties:

      


        China National
Offshore Oil Corporation (hereinafter referred to as “CNOOC”), a state-owned
enterprise incorporated and lawfully existing under the laws of the People’s
Republic of China (“PRC”).

        

        CNOOC Limited
(hereinafter referred to as the “Company”), a company incorporated and lawfully
existing under Hong Kong law.

       

              (Collectively
the “Parties” and individually a “Party”)

      


           WHEREAS

      


        CNOOC owns
approximately 65.08% of the issued share capital of the Company on the date of
execution hereof.

      


        CNOOC is engaged
in ancillary production services, engineering construction services, information
consulting services, supply services and financial services in connection with
the production and operation of petroleum, natural gas and petrochemicals. Such
services are necessary to the production and operation of the Company and its
associates. CNOOC and its associates have certain personnel, technical and
regional strength, as well as long-term cooperation with the Company and its
associates. Therefore, the Company is willing to procure the said products and
services from CNOOC in accordance with the provisions hereof.

      


        The Company has
crude oil, condensate oil, liquefied petroleum gas, natural gas and relevant
byproducts and semi-finished products, and is capable of providing other
petroleum-related products and services. The Company has also had long-term
cooperation with CNOOC. Therefore, CNOOC is willing to procure the said products
and services from the Company in accordance with the provisions
hereof.

      


        NOW THEREFOR,
WITH THE PRINCIPLE OF LONG-TERM COOPERATION, RECIPROCITY AND MUTUAL BENEFIT AND
DEVELOPMENT, AFTER AMICABLE NEGOTIATION, THE PARTIES HAVE AGREED AS FOLLOWS TO
ENSURE THE ASSOCIATES OF THE PARTIES (INCLUDING SUBSIDIARIES, BRANCHES AND OTHER
UNITS OF THE PARTIES) TO PROVIDE THE PRODUCTS AND SERVICES PRESCRIBED IN THIS
AGREEMENT IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS
AGREEMENT.

      


       

      
        Article
1      Scope
of Products and Services

      

        

      
        	
                1.1

              	
                The
      products and services to be provided by the Company to CNOOC
      include:

              


      

       

      
        
          
          

        

        
          Exhibit
4.38-3

          
            

          

        

        
          
          

        

      

      
 

      
        	
                
                

              	
                1.1.1

              	
                management,
      technical, facilities and ancillary services, including supply of
      materials: technical consulting, technology transfer, management,
      technical research services and other supporting
  services;

              


      

      


      
        
          	
                  
                  

                	
                  1.1.2

                	
                  sales
      of petroleum and natural gas products, byproducts and semi-finished
      products as well as other various petroleum-related
    products;

                


        

      

      


      
        	
                
                

              	
                1.1.3

              	
                long
      term sales of natural gas and liquefied natural gas, byproducts and
      semi-finished products as well as other various petroleum-related
      products.

              


      

      


      
        	
                1.2

              	
                The
      products and services to be provided by CNOOC to the Company
      include:

              


      

      


      
        	
                
                

              	
                1.2.1

              	
                exploration
      and support services: geophysical exploration services, seismic data
      acquisition and processing, integrated exploration research services,
      collection of geophysical data, ocean geological forecast and data
      processing, offshore drilling, well survey, well logging, well cementation
      and other related technical services, ship tugging, transportation and
      security services and other related technical and supporting
      services;

              


      

      


      
        	
                
                

              	
                1.2.2

              	
                oil
      and gas field development and support services: geologic examination,
      offshore drilling, well survey, well logging, well cementation and other
      related technical services, design, construction, installation and tuning
      of production facilities, shipping transportation, provision of materials,
      integrated research on development techniques as well as other related
      technical and supporting services;

              


      

      


      
        	
                
                

              	
                1.2.3

              	
                oil
      and gas field production and support services: integrated research on
      production techniques, well workover, shipping transportation, oil tanker
      transportation, provision of materials, platform maintenance, repair of
      equipment and pipelines, production operations, oil extraction, oil and
      gas production labor services, warehousing and storage, lease of
      equipment  and building, road transportation services,
      telecommunication and network services, wharf services, construction
      services, including roads, wharf, buildings, factories and water barrier,
      maintenance and repair of major equipment, medical, childcare and social
      services, provision of water, electricity and heat, security and fire
      services, technical training, accommodation, maintenance and repair of
      buildings, catering services and other related technical and supporting
      services;

              


      

      


      
        	
                
                

              	
                1.2.4

              	
                management,
      marketing and other ancillary services: marketing services, management,
      staff recruitment, publishing, telecommunications,  leases of
      properties, property management, supply of water, electricity and heat,
      car rental, integrated services and integrated
  research;

              


      

      


      
        	
                
                

              	
                1.2.5

              	
                FPSO
      vessel leases.

              


      

      


      
        
          
          

        

        
          Exhibit
4.38-4

          
            

          

        

        
          
          

        

      

      


      
        Article
2     Trading
Principles

      

      


      
        	
                2.1

              	
                With
      regard to all the products and services hereunder, the particular parties
      may otherwise enter into relevant contracts in accordance with the scope
      provided herein. The particular parties refer to CNOOC, the Company and
      their respective associates. The Parties agree that such relevant
      contracts shall be executed based on the following general
      principles:

              


      

      


      
        	
                 
      

              	
                 ·

              	
                The
      products and services thereunder shall be satisfactory to the other
      Party;

              


      

      
        	
                 
      

              	
                 ·

              	
                The
      products and services thereunder shall be provided on an fair and
      reasonable price basis;

              


      

      
        	
                 
      

              	
                 ·

              	
                The
      products and services thereunder shall be provided by CNOOC to the Company
      in accordance with such terms and conditions as are more favorable than
      those offered by an independent third party;
and

              


      

      
        	
                 
      

              	
                 ·

              	
                The
      products and services thereunder shall be provided by the Company to CNOOC
      on the terms and conditions no less favorable than those available to an
      independent third party.

              


      

      


      


      
        Article
3     Pricing
Principles

      

      


      
        	
                3.1 

              	
                Subject
      to the trading principles set out in Article 2.1 hereof, under the
      prevailing local market conditions (including considerations such as
      volume of sales, length of contracts, package of services, overall
      customer relationship and other market factors), the products and services
      under Article 1 shall be based on arm’s length negotiation and on normal
      commercial terms or on terms no less favourable than those available from
      any independent third party to the Company. Where such pricing principles
      are not applicable, the products and services under Article 1 shall be
      respectively priced in accordance with Articles 3.2 to 3.5
      hereof.

              


      

      


      
        	
                3.2

              	
                The
      products and services under Articles 1.2.1 to 1.2.4 hereof shall be
      provided in accordance with the following pricing principles and
      precedence:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                State-prescribed
      price; or

              


      

      
        	
                 
      

              	
                (ii)

              	
                Where
      there is no state-prescribed price, market prices (including local,
      national or international market price); or

              
	 	
                (iii)

              	
                When
      neither (i) nor (ii) is applicable, the cost to CNOOC for providing the
      relevant products and services plus a margin of not more than 10%, before
      any applicable taxes.

              


      

      
      

      


      
        	
                3.3

              	
                The
      products and services under Article 1.2.5 hereof shall be provided at the
      market prices and according to normal commercial
  terms.

              


      

      


      
        	
                3.4

              	
                The
      products and services under Article 1.1.1 hereof shall be provided in
      accordance with the following principles, precedence and normal commercial
      terms:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                State-prescribed
      price; or

              


      

       

      
        
          
          

        

        
          Exhibit
4.38-5

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (ii)

              	
                Where
      there is no state-prescribed price, market prices (including local,
      national or international market price);
or

              


      

      
        	
                
                

              	
                (iii)

              	
                When
      neither (i) nor (ii) is applicable, the cost to CNOOC for providing the
      relevant products and services plus a margin of not more than 10%, before
      any applicable taxes.

              


      

      


      
        	
                3.5

              	
                The
      products and services under Articles 1.1.2 to 1.1.3 hereof shall be
      provided in accordance with the following principles and
      precedence:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                State-prescribed
      price; or

              


      

      
        	
                 
      

              	
                (ii)

              	
                Where
      there is no state-prescribed price, market prices (including local,
      national or international market
price).

              


      

      


      


      
        Article
4     Implementation

      

      


      
        	
                4.1

              	
                The
      Parties shall ensure and procure their respective associates to execute
      such individual product and service supply contracts as are complied with
      the principles and provisions
hereunder.

              


      

      


      
        	
                4.2

              	
                The
      various product and service supply contracts which were entered into by
      and between the Parties and their associates before January 1, 2008 and
      will remain effective after January 1, 2008, shall be deemed as contracts
      entered into in accordance with the provisions of this Agreement. Where
      any or all of such contracts are inconsistent with the provisions of this
      Agreement, they shall be amended in compliance with the provisions of this
      Agreement.

              


      

      


      
        	
                4.3

              	
                The
      term of such individual product and service supply contracts as are
      entered into in accordance with Articles 1.1.1, 1.1.2 and 1.2.1 to 1.2.4
      shall not be more than three (3) years. Where the term of such contracts
      is not more than three (3) years and will expire however after December
      31, 2010, the followings shall be provided therein: "This contract shall
      be terminated on December 31, 2010 provided that CNOOC Limited fails to
      obtain the approval of the annual caps from 2011 to 2013 for the connected
      transactions falling into the category of this contract according to the
      requirements of the Rules Governing the Listing of Securities on the Stock
      Exchange of Hong Kong Limited (the “Listing Rules”) until December 31,
      2010.”

              


      

      


      
        	
                4.4

              	
                The
      term of such individual product and service supply contracts as are
      entered into in accordance with Article 1.2.5 shall not be more than
      twenty (20) years. The followings shall be provided therein: "This
      contract shall be terminated on December 31, 2010 provided that CNOOC
      Limited fails to obtain the approval of the annual caps from 2011 to 2013
      for the connected transactions falling into the category of this contract
      according to the requirements the Listing Rules until December 31,
      2010."

              


      

      


      
        	
                4.5

              	
                The
      term of such individual product and service supply contracts as are
      entered into in accordance with Article 1.1.3 shall be about twenty-five
      (25) years. The followings shall be provided therein: "This contract shall
      be terminated on 

              


      

      


      
        
          
          

        

        
          Exhibit
4.38-6

          
            

          

        

        
          
          

        

         

      

      December 31,
2010, provided that CNOOC Limited fails to obtain the approval of the annual
caps from 2011 to 2013 for the connected transactions falling into the category
of this contract according to the requirements the Listing Rules until December
31, 2010."

      
 

      
        Article
5     Rights
and Obligations

      

      


      
        	
                5.1

              	
                The
      rights of the Parties include that the Parties
  may

              


      

      


      
        	
                
                

              	
                5.1.1

              	
                provide
      certain products and services to any independent third party provided that
      a guarantee by one Party of supply of the products and services hereunder
      has been made to the other Party;

              


      

      


      
        	
                
                

              	
                5.1.2

              	
                receive
      lawfully payment due for products and services in accordance with the
      provisions herein.

              


      

      


      
        	
                5.2

              	
                The
      obligations of the Parties include that the Parties
  shall

              


      

      


      
        	
                
                

              	
                5.2.1

              	
                procure
      and ensure their respective associates to provide products and services to
      the other Party in compliance with the standards and pricing principles
      set out in this Agreement and individual product and service supply
      contracts;

              


      

      


      
        	
                
                

              	
                5.2.2

              	
                coordinate
      the matters related to the aforesaid individual product and service supply
      contracts under engagement by concerned parties to such individual product
      and service supply contacts;

              


      

      


      
        	
                
                

              	
                5.2.3

              	
                make
      relevant payment and pay service fees due pursuant to this Agreement and
      relevant individual product and service supply
  contracts.

              


      

      


      
        	
                5.3

              	
                The
      Company may elect to utilize the products and services provided by either
      CNOOC or any independent third
party.

              


      

      
         

         

        Article 6   Term and Termination of Individual
Product

        and
Service Supply Contract
   

      
        	
                6.1

              	
                This
      Agreement shall become effective from January 1, 2008 upon execution by
      the authorized representatives of the Parties and shall remain in effect
      for a term of three (3) years.

              


      

      


      
        	
                6.2

              	
                If
      any Party breaches any provisions of this Agreement (the “Breaching
      Party”), the other Party (the “Non-breaching Party”) may notify the
      Breaching Party in writing of such breach and request the Breaching Party
      to make relevant remedies within the reasonable period specified; the
      Non-breaching Party may forthwith terminate this Agreement provided that
      the Breaching Party fails to make such remedies within the aforesaid
      specified period. The Non-breaching Party reserves the right to
      

              


      

       

      
        
          
          

        

        
          Exhibit
4.38-7

          
            

          

        

        
          
          

        

         

      

      recourse and
claim compensation and any other claims available under the applicable
laws.

       

      
        	
                6.3

              	
                Any
      rights or obligations of any Party having arisen out of this Agreement
      shall survive the termination of this
Agreement.

              


      

      


      
        	
                6.4

              	
                The
      Parties agree that each Party may terminate an individual product and
      service supply contract in respect of any certain or some products or
      services with at least 6-month prior written notice. In addition, in
      respect to any products or services contracted before, such relevant
      contracts may be terminated only after such products and services are
      supplied.

              


      

      


      
        	
                6.5

              	
                Where
      CNOOC intends to terminate the supply of any product or service while the
      Company is unable to obtain such product or service from any independent
      third party (the Company shall notify CNOOC of such situation from time to
      time), CNOOC shall continue to supply such product or service pursuant to
      this Agreement unless otherwise consented by the
  Company.

              


      

      


      


      
        Article
7     Representations
and Warranties

      

      


      
        	
                7.1

              	
                CNOOC
      represents and warrants that:

              


      

      


      
        	
                
                

              	
                7.1.1

              	
                CNOOC
      is a stated-owned enterprise duly incorporated pursuant to the PRC laws
      with independent legal person status and valid business
      license;

              


      

      


      
        	
                
                

              	
                7.1.2

              	
                CNOOC
      has obtained all the government approvals (if required) and internal
      authorizations necessary for the execution and performance of this
      Agreement. This Agreement shall become binding on CNOOC upon execution by
      the authorized representative of
CNOOC;

              


      

      


      
        	
                
                

              	
                7.1.3

              	
                The
      execution and performance of this Agreement by CNOOC will not violate any
      other agreements entered into by CNOOC or its articles of association, nor
      conflict as a matter of law with other agreements entered into by CNOOC or
      its articles of association.

              


      

      


      
        	
                7.2

              	
                The
      Company represents and warrants
that:

              


      

      


      
        	
                
                

              	
                7.2.1

              	
                the
      Company is a Hong Kong company duly incorporated in accordance with the
      Hong Kong law with independent legal person status and valid business
      license;

              


      

      


      
        	
                
                

              	
                7.2.2

              	
                the
      Company has obtained all internal authorizations necessary for the
      execution of this Agreement and this Agreement shall become binding on the
      Company upon execution by the authorized representative of the
      Company;

              


      

       

      
        
          
          

        

        
          Exhibit
4.38-8

          
            

          

        

        
          
          

        

      

      
 

      
        	
                
                

              	
                7.2.3

              	
                The
      execution and performance of this Agreement by the Company will not
      violate any other agreements entered into by the Company or its articles
      of association, nor conflict as a matter of law with other agreements
      entered into by the Company or its articles of
  association.

              


      

      


      


      
        Article
8     Performance
of this Agreement

      

      


      
        	
                8.1

              	
                Where
      any transaction hereunder constitutes the connected transaction under the
      Listing Rules, such transaction may proceed, as required by the Listing
      Rules, only if such transaction has been exempted by the Stock Exchange of
      Hong Kong Limited (“HKSE”) or approved by the independent shareholders or
      has complied with any other provisions of the Listing Rules concerning
      connected transactions. Such transaction under this Agreement may be
      carried out on conditions that the Company has obtained the approval of
      the independent shareholders or has complied with any other relevant
      provisions of the Listing Rules concerning connected
      transactions.

              


      

      


      
        	
                8.2

              	
                Where
      the waiver of HKSE is conditional, this Agreement shall be performed in
      compliance with such conditions.

              


      

      


      
        	
                8.3

              	
                Where
      the waiver for certain connected transaction is withdrawn, revoked or void
      and such transaction fails to comply with the relevant requirements of the
      Listing Rules concerning connected transactions, the performance of this
      Agreement in connection with such transaction shall be
      terminated.

              


      

      


      
        	
                8.4

              	
                Where
      the performance of this Agreement in connection with all the transactions
      hereunder is suspended pursuant to Article 8.3, this Agreement shall be
      terminated.

              


      

      


      


      
        Article
9     Force
Majeure

      

      


      
        	
                9.1

              	
                If
      any Party fails to perform any or all of its obligations under this
      Agreement due to force majeure (“force majeure” shall mean any
      circumstances which cannot be reasonably controlled, foreseen or cannot be
      avoided and overcome though foreseen by the affected Party, and occurred
      after the execution of this Agreement, making such affected Party
      objectively fail to perform (including without limitation failure to
      perform even though on a reasonable cost) any or all of its obligations
      under this Agreement. Such force majeure includes but not limited to
      flood, fire, drought, typhoon and hurricane, earthquake and any other
      natural disaster, and traffic accident, strike, riot, war (whether or not
      declared) and acts or omissions of the government), such performance shall
      be suspended for the duration of force
majeure.

              


      

      


      
        	
                9.2

              	
                The
      affected Party shall promptly after its occurrence notify the other Party
      in writing and provide the other Party with sufficient evidence specifying
      the nature of such force majeure and its duration by hand or registered
      mail within fifteen (15)

              


      

      


      
        
          
          

        

        
          Exhibit
4.38-9

          
            

          

        

        
          
          

        

         

      

      days. The Party
who claims a failure to perform this Agreement due to force majeure shall make
all reasonable efforts to minimize the loss or damage that may be incurred by
the Parties as a result of force majeure.

       

      
        	
                9.3

              	
                Upon
      the occurrence of force majeure, the Parties shall forthwith commence
      joint consultations aimed at how to implement this Agreement. After
      termination or elimination of force majeure, the Parties shall immediately
      resume the performance of their respective obligations
      hereunder.

              


      

      


      


      
        Article
10     Announcement

      

      


        Neither Party
shall make any announcement with regard to the matters of this Agreement without
the prior written consent of the other Party except for the announcements made
in compliance with the PRC laws and relevant provisions of the China Securities
Regulatory Commission, the HKSE, the Hong Kong Securities and Futures
Commission, the New York Stock Exchange, the United States Securities and
Exchange Commission and other governmental or regulatory
authorities.

      


      


      
        Article
11     Miscellaneous

      

      


      
        	
                11.1

              	
                Unless
      otherwise provided, neither Party shall assign in whole or in part its
      rights or obligations under this Agreement without the prior written
      consent of the other Party.

              


      

      


      
        	
                11.2

              	
                This
      Agreement constitutes the entire agreement between the Parties in respect
      of its subject matter and supersedes all previous oral or written
      agreements, contracts, memorandums of understanding and
      communications.

              


      

      


      
        	
                11.3

              	
                Should
      any provision of this Agreement be held to be illegal, invalid or
      unenforceable, the legality, validity and enforceability of the remaining
      provisions of this Agreement shall remain
  unaffected.

              


      

      


      
        	
                11.4

              	
                The
      Parties agree that CNOOC and the Company will bear and pay respectively
      any costs and expenses arising out of this Agreement subject to relevant
      PRC laws. If relevant laws are not available, the Parties agree to equally
      share all the relevant costs and
expenses.

              


      

      


      
        	
                11.5

              	
                The amendment of this Agreement shall only be valid and effective subject to the signing
      in writing by
      the duly authorized representatives of the Parties and sufficient approval by
      the Parties. If such amendment
      constitutes a substantive and material amendment to this Agreement, such
      amendment shall become effective provided that a notification of or
      consent from the HKSE (as the case may be) and shareholders’ meeting of
      the Company (if applicable) is
available.

              


      

       

      
        
          
          

        

        
          Exhibit
4.38-10

          
            

          

        

        
          
          

        

         

      

      
        	
                11.6

              	
                Unless
      otherwise provided, failure of one Party to exercise or exercise on time
      any right, power or privilege hereunder shall not act as a waiver, nor
      shall any single or partial exercise thereof preclude any further exercise
      of any other right, power or
privilege.

              


      

      


      


      
        Article
12     Notice

      

      


      
        	
                12.1

              	
                All
      notices or other communications made hereunder by one Party shall be in
      writing and in Chinese and delivered by hand, or sent by registered mail
      or facsimile addressed to the facsimile numbers specified by the other
      Party. Any such notice shall be deemed to have been duly
      served:

              


      

      


      


      
        	
                
                

              	
                12.1.1

              	
                If
      delivered by hand when signing by the intended
  recipient;

              


      

      


      
        	
                
                

              	
                12.1.2

              	
                If
      sent by registered mail, the seventh (7th)
      day after delivery (stamp date) (If the last day is a Saturday, Sunday or
      statutory holiday, such date shall be postponed to the next business
      day);

              


      

      


      
        	
                
                

              	
                12.1.3

              	
                If
      sent by facsimile, upon successful transmission by the sending
      party.

              


      

      


      


      
        Article
13     Applicable
Law and Dispute Resolution

      

      


      
        	
                13.1

              	
                This
      Agreement shall be governed by and construed in accordance with the PRC
      laws.

              


      

      


      
        	
                13.2

              	
                All
      disputes arising out of or in connection with this Agreement shall be
      settled through negotiation by the Parties. If such dispute can not be
      settled, such dispute shall be submitted to China International Economic
      and Trade Commission (“CIETAC’) for arbitration which shall be conducted
      in accordance with CIETAC Arbitration Rules in effect at the time of
      applying for arbitration. The arbitration award shall be final and legally
      binding to the Parties.

              


      

      


      


      
        Article
14     Supplements

      

       

      
        	
                14.1

              	
                Unless
      otherwise provided in this Agreement, in the
  context,

              


      

      


      
        	
                 
      

              	
                (1)

              	
                one
      Party includes its legal successors;
and

              


      

      
        	
                 
      

              	
                (2)

              	
                the headings of the Articles of this Agreement are inserted for convenience only
      and shall not be in
      legal force or affect
      the interpretation of this
      Agreement.

              


      

      


      
        	
                14.2

              	
                This
      Agreement is written in Chinese.

              


      

      


      
        
          
          

        

        
          Exhibit
4.38-11

          
            

          

        

        
          
          

        

      

      


      IN WITNESS WHEREOF, each Party
hereto has caused this Agreement to be executed on the date and in the place
written on the first page.

      


      


      
        
          	China National Offshore Oil
      Corporation	 	CNOOC
      Limited	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	/s/
      Wu Mengfei	 	/s/
      Yang Hua	 
	 	 	 	 	 	 
	
                  By

                	
                  Wu
      Mengfei

                	 	By	
                  Yang
      Hua

                	 
	 	Authorized
      representative	 	 	Authorized
      representative	 
	
                  Title 

                	
                  Chief Financial
      Officer

                	 	
                  Title

                	
                  Executive Director,
      Executive Vice President and Chief Financial Officer

                	 


        

      

    

     

     

     Exhibit
4.38-12