EXHIBIT
4.39

      


      


      


      


      


      


      


      


      Framework
Agreement

      


      on
Mutual Supply of Products and Services

      


      


      


      


       

      between

      


      


       

      China
Oilfield Services Limited

      


       

      and

      


       

      CNOOC
Limited

      


       

      (Summary
Translation)

       

       

       

       

       

      
      

      


      
        
          
          

        

        
          Exhibit
4.39-1

          
            

          

        

        
          
          

        

      

      Table of
Contents

      


      


      
        	
                Article
      1

              	
                Scope
      of Products and Services

              	
                3

              
	
                Article
      2

              	
                Trading
      Principles

              	
                4

              
	
                Article
      3

              	
                Pricing
      Principles

              	
                4

              
	
                Article
      4

              	
                Implementation

              	
                5

              
	
                Article
      5

              	
                Rights
      and Obligations

              	
                5

              
	
                Article
      6

              	
                Term
      and Termination
      of Individual Product and Service Supply
      Contract

              	
                6

              
	
                Article
      7

              	
                Representations
      and Warranties

              	
                6

              
	
                Article
      8

              	
                Performance
      of
      this Agreement

              	
                7

              
	
                Article
      9

              	
                Force
      Majeure

              	
                7

              
	
                Article
      10

              	
                Announcement

              	
                8

              
	
                Article
      11

              	
                Miscellaneous

              	
                8

              
	
                Article
      12

              	
                Notice

              	
                9

              
	
                Article
      13

              	
                Applicable
      Law and Dispute Resolution

              	
                9

              
	
                Article
      14

              	
                Supplements

              	
                10

              


      

      


      
        
          
          

        

        
          Exhibit
4.39-2

          
            

          

        

        
          
          

        

      

      


      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 Oilfield
Services Limited (hereinafter referred to as “COSL”), a company limited by
shares 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 the “Party”)

      


        

      WHEREAS

      


        On the date of
execution hereof, both COSL and the Company are subsidiaries controlled by China
National Offshore Oil Corporation (“CNOOC”) and are listed on the Hong Kong
Stock Exchange. CNOOC owns approximately 54.73% of COSL’s stock equity and
65.08% of the issued share capital of the Company.

      


        COSL is engaged
in the survey, exploration, development and exploitation of petroleum, natural
gas and other minerals, the inspection, maintenance and repair, lease and sales
of relevant equipments, tools, instruments and tubing, the contract work for
overseas offshore oil engineering and domestic international bidding invitation
projects, and the survey, consulting, design and supervision of the said
projects, as well as in the exportation of equipments and materials for the
aforementioned overseas projects. Such services are necessary to the production
and operation of the Company and its associates. COSL 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 COSL 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 OR ACCEPT 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 COSL to the Company
      include:

              


      

       

      
        
          
          

        

        
          Exhibit
4.39-3

          
            

          

        

        
          
          

        

      

       

      
        	
                
                

              	
                1.1.1

              	
                exploration
      services: well site survey, seismic data acquisition, seismic data
      processing, exploration well operation and related technical services on
      exploration well, ship tugging, transportation, provision of materials,
      research on exploration techniques and other related technical and
      supporting services;

              


      

      


      
        	
                
                

              	
                1.1.2

              	
                development
      services: platform survey, drilling and completion well operation, related
      technical services on drilling and completion; 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;

              


      

      


      
        	
                
                

              	
                1.1.3

              	
                production
      services: well workover, shipping transportation, oil tanker
      transportation, provision of materials, platform maintenance, repair of
      equipment and pipeline, production operations, labor services, warehousing
      and storage and other related technical and supporting
      services;

              


      

      


      
        	
                
                

              	
                1.1.4

              	
                management
      and other ancillary services: sales agent services, management by proxy,
      staff recruitment and integrated
research.

              


      

      


      


      
        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 COSL, 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;
      and

              


      

      
        	
                 
      

              	
                ·

              	
                The
      products and services thereunder shall be provided on a fair and
      reasonable price basis.

              


      

      


      


      
        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 basic pricing
      principles are not applicable, the following general principles and
      precedence shall apply:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                State-prescribed
      price; or

              


      

       

      
        
          
          

        

        
          Exhibit
4.39-4

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (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 COSL for providing the
      relevant products and services plus a margin of not more than 10%, before
      any applicable taxes.

              


      

      


      


      
        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 this Agreement 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.”

              


      

      


      


      
        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 of relevant individual product and service supply
      contracts.

              


      

       

      
        	
                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 service to
      the other Party in compliance with the standards and pricing principles
      set out in this Agreement and individual product and service supply
      contracts;

              


      

       

      
        
          
          

        

        
          Exhibit
4.39-5

          
            

          

        

        
          
          

        

         

      

      
        	
                
                

              	
                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 the relevant
      individual product and service supply
contracts.

              


        
           

          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 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.

              


      

       

      


      
        Article
7     Representations
and Warranties

      

      


      
        	
                7.1

              	
                COSL
      represents and warrants that:

              


      

      


      
        	
                
                

              	
                7.1.1

              	
                COSL
      is a company limited by shares duly incorporated pursuant to the PRC laws
      with independent legal person status and valid business
      license;

              


      

      


      
        	
                
                

              	
                7.1.2

              	
                COSL
      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 COSL upon execution by
      the authorized representative of
COSL;

              


      

      


      
        	
                
                

              	
                7.1.3

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

              


      

       

      
        
          
          

        

        
          Exhibit
4.39-6

          
            

          

        

        
          
          

        

      

      


      
        	
                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;

              


      

      


      
        	
                
                

              	
                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
      voided 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 performances of this Agreement in connection with all the transactions
      hereunder are 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
  

              


      

      
 

      
        
          
          

        

        
          Exhibit
4.39-7

          
            

          

        

        
          
          

        

         

        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) 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 public 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.

              


      

       

      
        
          
          

        

        
          Exhibit
4.39-8

          
            

          

        

        
          
          

        

      

      


      
        	
                11.4

              	
                The
      Parties agree that COSL 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
      representative 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.

              


      

      


      
        	
                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.

              


      

      


      
        
          
          

        

        
          Exhibit
4.39-9

          
            

          

        

        
          
          

        

      

      


      
        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.

              


      

      


      


      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 Oilfield Services
      Limited	 	CNOOC
      Limited	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	/s/
      Yuan Guangyu	 	/s/
      Yang Hua	 
	 	 	 	 	 	 
	
                    By

                  	
                    Yuan
      Guangyu

                  	 	By	
                    Yang
      Hua

                  	 
	 	Authorized
      representative	 	 	Authorized
      representative	 
	
                    Title 

                  	
                    Executive Director,
      Chief Executive Officer and President

                  	 	
                    Title

                  	
                    Executive Director,
      Executive Vice President and Chief Financial Officer

                  	 


          

        

         

         

         Exhibit
4.39-10