EXHIBIT 4.47







                              Framework Agreement

                   on Mutual Supply of Products and Services




                                    between


                      Offshore Oil Engineering Co., Ltd.

                                      and

                                 CNOOC Limited

                             (Summary Translation)



                                Exhibit 4.47-1
<PAGE>

<TABLE>
<CAPTION>
                                             Table of Contents


   <S>           <C>
   ARTICLE 1     SCOPE OF PRODUCTS AND SERVICES..........................................................3
   ARTICLE 2     TRADING PRINCIPLES......................................................................3
   ARTICLE 3     PRICING PRINCIPLES......................................................................4
   ARTICLE 4     IMPLEMENTATION..........................................................................4
   ARTICLE 5     RIGHTS AND OBLIGATIONS..................................................................5
   ARTICLE 6     TERM AND TERMINATION OF INDIVIDUAL PRODUCT  AND SERVICE CONTRACT........................5
   ARTICLE 7     REPRESENTATIONS AND WARRANTIES..........................................................6
   ARTICLE 8     PERFORMANCE OF THIS AGREEMENT...........................................................6
   ARTICLE 9     FORCE MAJEURE...........................................................................7
   ARTICLE 10    ANNOUNCEMENT............................................................................8
   ARTICLE 11    MISCELLANEOUS...........................................................................8
   ARTICLE 12    NOTICE..................................................................................8
   ARTICLE 13    APPLICABLE LAW AND DISPUTE RESOLUTION...................................................9
   ARTICLE 14    SUPPLEMENTS.............................................................................9
</TABLE>



                                              Exhibit 4.47-2
<PAGE>

         Framework Agreement on Mutual Supply of Products and Services
                             (Summary Translation)

      This agreement is entered into in Beijing on 8 December 2005 by and
between the following parties:

      Offshore Oil Engineering Co., Ltd. (hereinafter referred to as "OOECL"),
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 OOECL and the Company are
subsidiaries controlled by China National Offshore Oil Corporation ("CNOOC").
CNOOC owns approximately 57.9% of OOECL's stock equity and approximately 70%
of the issued share capital of the Company.

      OOECL is engaged in the design of petroleum, natural gas and
construction projects, and the construction of all kinds of offshore oil
construction projects and other projects. Such services are necessary to the
production and operation of the Company and its associates. OOECL and its
associates have 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 OOECL in
accordance with the provisions hereof.

      NOW THERFORE THROUGH AMICABLE NEGOTIATION THE PARTIES HAVE AGREED AS
FOLLOWS:

                  Article 1   Scope of Products and Services

1.1    The products and services to be supplied by OOECL to the Company
       include:

       1.1.1    development services: design, construction, installation and
                tuning of oil and gas field production facilities as well as
                other related technical and supporting services;

       1.1.2    production services: production operations, maintenance and
                repair of oil and gas field production facilities as well as
                other related technical and supporting services.


                        Article 2   Trading Principles



                                Exhibit 4.47-3
<PAGE>

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 traders refer to OOECL, the
       Company and their respective associates. The Parties agree that such
       relevant contracts shall be executed based on the following general
       principles:

       o  The products and services thereunder shall be satisfactory to the
          other Party;
       o  The products and services thereunder shall be provided on an 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 to any independent third party. Where such basic pricing
       principles are not applicable, the following general principles and
       precedence shall apply:(pound)(0)

      (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 OOECL 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,
       2006 and will remain effective after January 1, 2006, 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
       two years. Where the term of such contracts is not more than two years
       and will expire however after December 31, 2007, the followings shall
       be provided therein: This contract shall be terminated on December 31,
       2007 on conditions that CNOOC Limited fails to



                                Exhibit 4.47-4
<PAGE>

       obtain the approval of the annual caps from 2008 to 2010 for the
       connected transactions falling into such category 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, 2007."


                      Article 5   Rights and Obligations

5.1    The Parties may

       5.1.1    provide certain products and services to any 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 Parties shall

       5.2.1    procure and ensure their respective associates to provide
                product 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.

       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; and

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


            Article 6   Term and Termination of Individual Product
                             and Service Contract

6.1    This Agreement shall become effective from January 1, 2006 upon
       execution by the authorized representatives of the Parties and shall
       remain in effect for a term of two (2) 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.



                                Exhibit 4.47-5
<PAGE>

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    OOECL represents and warrants that:

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

       7.1.2    OOECL 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 OOECL upon execution by the authorized
                representative of OOECL;

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

       7.2.3    The execution and performance of this Agreement by the Company
                will not violate any other agreement 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



                                Exhibit 4.47-6
<PAGE>

       with any other relevant provisions of the Listing Rules concerning
       connected transaction concerning such transaction.

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 suspended.

8.4    Where the performance of this Agreement in connection with all the
       transactions hereunder are suspended pursuant to the above 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 air 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.



                                Exhibit 4.47-7
<PAGE>

                          Article 10   Announcement


Neither Party shall make any public 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.

11.4   The Parties agree that OOECL 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



                                Exhibit 4.47-8
<PAGE>

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 airmail 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 airmail, 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

14.3   IN WITNESS WHEREOF, each party hereto has caused this Agreement to be
       executed on the date written on the first page.




Offshore Oil Engineering Co., Ltd.           CNOOC Limited



                                Exhibit 4.47-9
<PAGE>


-------------------------------              -----------------------------

By:                                          By:

Title:                                       Title:




                               Exhibit 4.47-10