Exhibit 11.1



                                 CNOOC Limited
         (incorporated under laws of Hong Kong with limited liability)
               Code of Ethics for Directors and Senior Officers



                                Exhibit 11.1-1
<PAGE>

I.     INTRODUCTION

This "CNOOC Limited Code of Ethics for Directors and Senior Officers" ("Code
of Ethics") summarizes the major long-standing principles of conduct that our
company, CNOOC Limited ("Company" or "our company"), follows to ensure our
business is conducted with integrity and in compliance with the law. Because
our company is incorporated in Hong Kong with our shares listed on the Stock
Exchange of Hong Kong Limited ("Hong Kong Stock Exchange") and our ADSs listed
on the New York Stock Exchange, and because most of our operations are
conducted in the People's Republic of China ("PRC"), we are subject to laws
and ethical rules of all these jurisdictions. We expect our directors and
senior management to know and follow the policies outlined in this Code of
Ethics. For the purpose of this Code, the scope of senior management includes
Chief Executive Officer, President, Chief Financial Officer, Executive Vice
President, Senior Vice Presidents, Vice President, the general managers and
vice general managers or other equal ranking personnel of the Company's
headquarter, departments of the Company's headquarter, wholly-owned
subsidiaries and regional branch companies (collectively, "Senior Officers").
Any director or Senior Officer who violates the provisions or spirit of these
policies is subject to disciplinary action, up to and including termination.

Each of the directors and Seniors Officer has the responsibility to obey the
law and act honestly and ethically. To that end, this Code of Ethics is a
guide intended to assist each of the directors and Senior Officers to decide
to perform proper commercial conduct and to report existing illegal or
unethical conduct. It is not, however, a comprehensive document that addresses
every legal or ethical issue that a director or Senior Officer may confront,
nor is it a summary of all laws and policies that apply to our business. This
Code of Ethics is supplemental to other policies, manuals and internal
regulations of our company.

If any director or Senior Officer has any questions about this Code of Ethics
or is concerned or unsure about conducts he believes may violate this Code of
Ethics, other policies of our company or any applicable laws, rules or
regulations, the director or Senior Officer should consult with our Compliance
Officer, General Counsel, and/or a member of the Audit Committee of our Board
of Directors. No one at our company has the authority to make exceptions to
these policies, other than our Board of Directors or a committee of our Board
of Directors.

II.    COMPLIANCE WITH LAWS, RULES AND REGULATIONS

The directors and Senior Officers must comply fully with all applicable laws,
rules and regulations that govern our business conduct in the PRC, Hong Kong
Special Administrative Region of the PRC ("Hong Kong"), the United States of
America ("U.S."), and any other region or country in which the Company
conducts its business, including but not limited to, securities laws, Rules
Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited
("Hong Kong Stock Exchange Listing Rules"), New York Stock Exchange rules,
environmental laws, insider trading and other



                                Exhibit 11.1-2
<PAGE>

market misconduct laws (including but not limited to the Securities and
Futures Ordinance (Cap.571)) and the U.S. Foreign Corrupt Practices Act.

III.   PROHIBITION AGAINST INSIDER TRADING/INSIDER DEALING

The directors and Senior Officers who have access to, or knowledge of,
material nonpublic information from or about our company are prohibited from
buying, selling or otherwise trading in our stock or other securities of our
company. The prohibition contained in this section not only applies to the
directors and Senior Officers but also any "manager, secretary of, or any
other person involved in the management of, a corporation" (collectively, the
"Managers"). "Material nonpublic" information includes any information,
positive or negative, that has not yet been made available or disclosed to the
public and that might be of significance to an investor, as part of the total
mix of information, in deciding whether to buy or sell stock or other
securities.

Such insiders also are prohibited from giving "tips" on material nonpublic
information, that is, directly or indirectly disclosing such information to
any other person, including family members, other relatives and friends, so
that they may trade in our stock or other securities. Furthermore, if, during
the course of service with our company, any director, Senior Officer or
Manager acquires material nonpublic information about another company, such as
one of our customers or suppliers or our affiliates, or you learn that our
company is planning to enter into a major transaction with another company
(such as an acquisition), the director, Senior Officer or Manager is
restricted from trading in the securities of the other company. In U.S., such
"insider trading" is both unethical and illegal, with criminal penalties of up
to US$5 million and a jail term of up to 20 years and civil penalties in U.S.
of up to three times the illegal profit gained or loss avoided.

In Hong Kong, "insider dealing" within the meaning of the Securities and
Futures Ordinance (Cap. 571, Laws of Hong Kong) is broadly similar to insider
trading in the U.S.. It also constitutes a criminal offence, subject to a
maximum penalty of HK$10,000,000 and 10 years' imprisonment.

IV.    PROHIBITION AGAINST OTHER MARKET MISCONDUCT

The prohibition contained in this section is derived from Hong Kong laws and
regulations. It not only applies to the directors and Senior Officers but also
the Managers. Each of the directors, Senior Officers and Managers is ethically
and legally required to take all reasonable measures from time to time to
ensure that proper safeguards exist to prevent our company from acting in a
way which would result in our company perpetrating any "market misconduct"
within the meaning of the Hong Kong Securities and Futures Ordinance. Under
Hong Kong law, the directors, Senior Officers and Managers may be subject to
criminal liability if they have actively participated in, consented to, or
connived in the criminal misconduct of the corporation which they manage.
Under the Hong Kong Securities and Futures Ordinance, "market misconduct"
includes insider trading (see above) and the following:



                                Exhibit 11.1-3
<PAGE>

(a)  False Trading

False trading in our securities takes place if a person, whether in Hong Kong
or overseas, does or causes anything to be done with the intention that, or
being reckless as to whether, it has or is likely to have the effect of
creating a false market in our securities. Creation of a false market includes
activities undertaken by any person creating or maintaining an artificial
price for our securities. The directors, Senior Officers and Managers are
therefore obliged not to undertake any such activities and to have due regard
to the prohibition against false trading in carrying out or authorizing
transactions which may impact the price of our securities.

(b)  Price Rigging

Price rigging occurs where a person, in Hong Kong or elsewhere, engages in a
sale or purchase of securities, not involving change in the beneficial
ownership of those securities and which has the effect of maintaining,
increasing, reducing, stabilizing or causing fluctuations in the price of
securities traded on a recognized stock exchange in Hong Kong or overseas. The
directors, Senior Officers and Managers must not engage in any such
transaction if price rigging, as described above, forms a purpose, even if not
the dominant purpose, of the transaction. The onus will be on the relevant
director, Senior Officers or Manager to establish that the purpose of any
transaction which has the effect of price rigging did not include the purpose
of creating a false or misleading appearance with respect to the price of our
securities.

(c)  Disclosure of False or Misleading Information Inducing Transactions

In broad terms, the Hong Kong Securities and Futures Ordinance prohibits the
disclosure of false or misleading information that is likely to induce another
person to subscribe for, sell or buy securities or deal in futures contracts
in Hong Kong. Accordingly, with respect to information disclosed to third
parties or to the public generally and which may be expected to induce
transactions in our securities (which could include, without limitation,
information disclosed through or in the form of a prospectus or other offer
memorandum, annual reports, periodic reports, press releases and announcements
or through the release of financial information), the directors, Senior
Officers and Managers are required to pay proper regard to the veracity of any
such information and to consider whether such information is misleading
through the inclusion or omission of any material fact.

(d)  Disclosure of Information About Prohibited Transactions

Disclosure of information concerning the effect on the price of our securities
or futures contracts dealt in by our company, by a transaction carried out in
breach of the market misconduct provisions relating to our securities or one
of our related corporations or to the futures contracts is itself prohibited
in circumstances where the person making the disclosure has been involved
directly or indirectly in the transaction or has, or expects to



                                Exhibit 11.1-4
<PAGE>

receive, directly or indirectly a benefit as a result of the disclosure.
Accordingly, the directors, Senior Officers and Managers should exercise
caution and have regard to the relevant provisions of the Hong Kong Securities
and Futures Ordinance.

(e)  Stock Market Manipulation

"Stock market manipulation" refers to two or more transactions in securities
of a corporation that, by themselves or in conjunction with any other
transactions, affects or likely to affect (by way of increasing, reducing, or
stabilizing) the price of any securities traded on a recognized stock exchange
in Hong Kong or overseas and with the intention of inducing another person to
purchase or subscribe for, or to refrain from selling such securities or the
securities of a related corporation. The directors, Senior Officers and
Managers must ensure that no transactions in our securities or securities of
our affiliates constitute stock market manipulation.

Each form of market misconduct identified above is unethical and illegal. All
such market misconduct constitutes criminal offences in Hong Kong, with
penalties of up to HK$10,000,000 and 10 years' imprisonment. An offender may
also be liable to civil penalties and may be disqualified from acting as a
director of, or participating in the management of, a listed or other
specified corporation for a period of up to five years. In addition, as a part
of this Code of Ethics, we have attached the Model Code for Securities
Transactions by Directors of Listed Issuers (the "Model Code") issued by the
Hong Kong Stock Exchange. All of our directors should comply with the Model
Code; and all Senior Officers should follow the spirit of the Model Code in
conducting their securities transactions. In most instances, Senior Officers
who are not our directors are subject to the same ethical and legal
requirements in securities transactions as our directors.

V.     CONFLICTS OF INTEREST

Business decisions must be made in the best interest of our company, not
motivated by personal interest or gain. Therefore, as a matter of our company
policy, all directors and Senior Officers must avoid any actual or perceived
conflict of interest. A "conflict of interest" occurs when an individual's
personal interests interfere or conflict in any way (or even appear to
interfere or conflict) with the interests of our company. A conflict of
interest situation can arise when an employee takes actions or has interests
(financial or other) that may make it difficult to perform his or her company
work objectively and effectively. Conflicts of interest also may arise when an
employee or a member of his or her family receives improper personal benefits
as a result of his or her position in our company, regardless of whether such
benefits are received from our company or a third party. In relation to loans
to, or guarantees of obligations of, employees and their family members,
please refer to our company's "Regulations on Prohibition of Provision of
Loans to Directors and Senior Officers of CNOOC Limited". Senior Officers
should also read carefully and comply with our company's "Regulations on the
Management of Conflict of Interests of CNOOC Limited".



                                Exhibit 11.1-5
<PAGE>

It is difficult to identify exhaustively what constitutes a conflict of
interest. For this reason, the directors and Senior Officers must avoid any
situation in which their independent business judgment might appear to be
compromised. Questions about potential conflicts of interest situations, and
disclosure of these situations as they arise, should be addressed and reported
to our Compliance Officer, General Counsel and/or a member of the Audit
Committee of our Board of Directors.

VI.    CORPORATE OPPORTUNITIES

All directors and Senior Officers are prohibited from: (a) taking themselves
personally opportunities that properly belong to our company or are discovered
through the use of corporate property, information or position; (b) using
corporate property, information or position for personal gain; and (c)
competing with our company. All directors and Senior Officers owe a duty to
our company to advance its legitimate interests when the opportunity to do so
arises.

VII.   PROTECTION AND PROPER USE OF COMPANY ASSETS

All directors and Senior Officers must protect our assets and ensure their
efficient use. Such assets include, without limitation, intellectual property
such as our corporate name, logos, trademarks, patents, copyrights,
confidential information, ideas, plans and strategies. Theft, carelessness and
waste have a direct impact on our profitability. Any misuse or infringement of
our company assets should be reported to our Compliance Officer, General
Counsel and/or a member of the Audit Committee of our Board of Directors.

VIII.  PUBLIC COMPANY REPORTING

As a result of our status as a public company in Hong Kong and U.S., we are
required to file periodic and other reports with the U.S. Securities and
Exchange Commission and with the Hong Kong Securities and Futures Commission
and the Hong Kong Stock Exchange. Our company views its public disclosure
responsibility seriously. To that end in respect of the various disclosure and
reporting obligations to which our company is from time to time subject both
in U.S. and in Hong Kong:

A. each of the directors and Senior Officers must take all reasonable steps to
ensure that these reports and other public communications furnish the
marketplace with full, fair, accurate, timely and understandable disclosure
regarding the financial and business condition of our company;

B. each of the directors and Senior Officers must promptly bring to the
attention of the Audit Committee of our Board of Directors any material
information of which such Senior Officer may become aware that affects the
disclosures made by our company in its public filings or otherwise would
assist the Audit Committee of our Board of Directors in fulfilling its
responsibilities as specified in applicable securities laws and regulations;
and



                                Exhibit 11.1-6
<PAGE>

C. each of the directors and Senior Officers must promptly bring to the
attention of our Compliance Officer, General Counsel and/or the Audit
Committee of our Board of Directors any information he or she may have
concerning (i) significant deficiencies in the design or operation of internal
controls that could adversely affect our company's ability to record, process,
summarize and report financial data or (ii) any fraud, whether or not
material, involving management or other employees who have a significant role
in our company's financial reporting, disclosures or internal controls.

IX.    REPORTING ILLEGAL OR UNETHICAL BEHAVIOR

Each of the directors and Senior Officers has a duty to adhere to this Code of
Ethics. Each of the directors and Senior Officers must also promptly bring to
the attention of our Compliance Officer, General Counsel and/or the Audit
Committee of our Board of Directors any information he or she may have
concerning evidence of a material violation of the securities or other laws,
rules or regulations applicable to our company and the operation of its
business, by our company or any agent thereof, or of a violation of this Code
of Ethics, including any actual or apparent conflicts of interest between
personal and professional relationships, involving any management or other
employees who have a significant role in our company's financial reporting,
disclosures or internal controls. Confidentiality will be maintained to the
fullest extent possible.

A director or Senior Officer will not be penalized for making a good-faith
report of violations of this Code of Ethics or other illegal or unethical
conduct, nor will we permit retaliation of any kind against anyone who makes a
good-faith report. A director or Senior Officer who deliberately submits a
false report of a violation, however, will be subject to disciplinary action.
If you report a violation and in some way also are involved in the violation,
the fact that you stepped forward will be considered. If the result of an
investigation indicates that corrective action is required, our Board of
Directors will decide, or designate appropriate persons to decide, what
actions to take, including, when appropriate, legal proceedings and
disciplinary action up to and including termination, to rectify the problem
and avoid the likelihood of its recurrence.

X.     RELATIONSHIP WITH COMPANY MANUAL

This Code of Ethics supplements the existing policies and procedures already
in place as stated in other company manuals and communicated to all employees.
Certain policies referred to in this Code of Ethics are contained in their
entirety in the other company manuals. The company manuals contain information
that is proprietary and confidential, and our company hereby expressly denies
waiving any right to assert claims that the contents of such company manuals
are proprietary and/or confidential. This Code of Ethics and other company
manuals are statements of goals and expectations for individual and business
conduct. They are not intended to, and do not in any way constitute, an
employment contract or an assurance of continued employment. Our company does
not create any contractual rights by issuing this Code of Ethics or any
company manual.



                                Exhibit 11.1-7
<PAGE>

XI.    AMENDMENT, MODIFICATION AND WAIVER

This Code of Ethics may be amended, modified or waived by our Board of
Directors. Any change to, or waiver (whether explicit or implicit) of, this
Code of Ethics must be disclosed to our stockholders either by including a
statement in our annual report on Form 20-F filed with the U.S. Securities and
Exchange Commission or by publishing a statement on our internet website,
www.cnoocltd.com.

XII.   ACKNOWLEDGMENT

Each of the directors and Senior Officers is accountable for knowing and
abiding by the policies contained in this Code of Ethics. Our company may
require that the directors and Senior Officers sign an acknowledgment every
year confirming that they have received and read this Code of Ethics,
understand them and are complying with them.

Appendix 1:

                              Contact Information
                                  (June 2005)


Compliance Officer: Mr. Wu Guangqi
Address: Room 2203, CNOOC Building, No.6,
Dongzhimenwai Xiaojie, Beijing 100027, China
Tel: (86-10( 84522602
Email: wugq@cnooc.com.cn

General Counsel: Mr. Victor Zhikai Gao
Address: Room 2205, CNOOC Building, No.6,
Dongzhimenwai Xiaojie, Beijing 100027, China
Tel: (86-10) 84523388
Email: gaovictor@cnooc.com.cn

The above contact information shall be released as appendix according to
changes of circumstances.


Appendix 2: Model Code for Securities Transactions by Directors of Listed
Issuers by the Hong Kong Stock Exchange

1. This code (both the basic principles and the rules) sets a required
standard against which directors must measure their conduct regarding
transactions in securities of their listed issuers. Any breach of such
required standard will be regarded as a breach of the Exchange Listing Rules.
A director must seek to secure that all dealings in which he is or is deemed
to be interested be conducted in accordance with this code.



                                Exhibit 11.1-8
<PAGE>

2. A listed issuer may adopt its own code on terms no less exacting than those
set out in this code if it so wishes. Any breach of such code will not be a
breach of the Exchange Listing Rules unless it is also a breach of the
required standard contained in this code.

3. The Exchange regards it as highly desirable that directors of a listed
issuer should hold securities in the listed issuer.

4. Directors wishing to deal in any securities in a listed issuer must first
have regard to the provisions of Parts XIII and XIV of the Securities and
Futures Ordinance with respect to insider dealing and market misconduct.
However, there are occasions where directors should not be free to deal in the
listed issuer's securities even though the statutory requirements will not be
contravened.

5. The single most important thrust of this code is that directors who are
aware of or privy to any negotiations or agreements related to intended
acquisitions or disposals which are notifiable transactions under Chapter 14
of the Exchange Listing Rules or connected transactions under Chapter 14A of
the Exchange Listing Rules or any price-sensitive information must refrain
from dealing in the listed issuer's securities as soon as they become aware of
them or privy to them until proper disclosure of the information in accordance
with the Exchange Listing Rules. Directors who are privy to relevant
negotiations or agreements or any price-sensitive information should caution
those directors who are not so privy that there may be unpublished
price-sensitive information and that they must not deal in the listed issuer's
securities for a similar period.

6. In addition, a director must not make any unauthorised disclosure of
confidential information, whether to co-trustees or to any other person (even
those to whom he owes a fiduciary duty) or make any use of such information
for the advantage of himself or others.

7. For the purpose of this code:

   (a) "dealing" includes, subject to paragraph (d) below, any acquisition,
   disposal or transfer of, or offer to acquire, dispose of or transfer, or
   creation of pledge, charge or any other security interest in, any
   securities of the listed issuer or any entity whose assets solely or
   substantially comprise securities of the listed issuer, and the grant,
   acceptance, acquisition, disposal, transfer, exercise or discharge of any
   option (whether call, put or both) or other right or obligation, present or
   future, conditional or unconditional, to acquire, dispose of or transfer
   securities, or any interest in securities, of the listed issuer or any such
   entity, in each case whether or not for consideration and any agreements to
   do any of the foregoing, and "deal" shall be construed accordingly;

   (b) "beneficiary" includes any discretionary object of a discretionary
   trust (where the director is aware of the arrangement) and any beneficiary
   of a non-discretionary



                                Exhibit 11.1-9
<PAGE>

   trust;

   (c) "securities" means listed securities and any unlisted securities that
   are convertible or exchangeable into listed securities and structured
   products (including derivative warrants), such as those described in
   Chapter 15A of the Exchange Listing Rules, issued in respect of the listed
   securities of a listed issuer;

   (d) notwithstanding the definition of "dealing"in paragraph (a) above, the
   following dealings are not subject to the provisions of this code:

       (i) taking up of entitlements under a rights issue, bonus issue,
       capitalisation issue or other offer made by the listed issuer to
       holders of its securities (including an offer of shares in lieu of a
       cash dividend) but, for the avoidance of doubt, applying for excess
       shares in a rights issue or applying for shares in excess of an assured
       allotment in an open offer is a "dealing";

       (ii) allowing entitlements to lapse under a rights issue or other offer
       made by the listed issuer to holders of its securities (including an
       offer of shares in lieu of a cash dividend);

       (iii) undertakings to accept, or the acceptance of, a general offer for
       shares in the listed issuer made to shareholders other than those that
       are concert parties (as defined under the Takeovers Code) of the
       offeror;

       (iv) exercise of share options or warrants or acceptance of an offer
       for shares pursuant to an agreement entered into by the director and
       listed issuer before a period during which the director is prohibited
       from dealing under this code at the pre-determined exercise price,
       being a fixed monetary amount determined at the time of grant of the
       share option or warrant or acceptance of an offer for shares; and

       (v) an acquisition of qualification shares by a director where, under
       the listed issuer's constitutional documents, the final date for
       acquiring such shares falls within a period during which the director
       is prohibited from dealing under this code and the director cannot
       acquire such shares at another time.

8. For the purpose of this code, the grant to a director of an option to
subscribe or purchase his company's securities shall be regarded as a dealing
by him, if the price at which such option may be exercised is fixed at the
time of such grant. If, however, an option is granted to a director on terms
whereby the price at which such option may be exercised is to be fixed at the
time of exercise, the dealing is to be regarded as taking place at the time of
exercise.



                               Exhibit 11.1-10
<PAGE>


RULES

A. Absolute Prohibitions:

1. A director must not deal in any of the securities of the listed issuer at
any time when he is in possession of unpublished price-sensitive information
in relation to those securities, or where clearance to deal is not otherwise
conferred upon him under rule B.8 of this code.

2. A director must not deal in the securities of a listed issuer when by
virtue of his position as a director of another listed issuer, he is in
possession of unpublished price-sensitive information in relation to those
securities.

3. During the period commencing one month immediately preceding the earlier
of:
(a) the date of the board meeting (as such date is first notified to the
Exchange in accordance with the Exchange Listing Rules) for the approval of
the listed issuer's results for any year, half-year, quarterly or any other
interim period (whether or not required under the Exchange Listing Rules); and
(b) the deadline for the listed issuer to publish an announcement of its
results for any year or half-year under the Exchange Listing Rules, or
quarterly or any other interim period (whether or not required under the
Exchange Listing Rules), and ending on the date of the results announcement, a
director must not deal in any securities of the listed issuer unless the
circumstances are exceptional, for example, where a pressing financial
commitment has to be met as described in section C below. In any event, he
must comply with the procedure in rules B.8 and B.9 of this code.

Note: Directors should note that the period during which they are not allowed
to deal under rule A.3 of this code will cover any period of delay in the
publication of a results announcement.

4. Where a director is a sole trustee, the provisions of this code will apply
to all dealings of the trust as if he were dealing on his own account (unless
the director is a bare trustee and neither he nor any of his associates is a
beneficiary of the trust, in which case the provisions of this code will not
apply).

5. Where a director deals in the securities of a listed issuer in his capacity
as a co-trustee and he has not participated in or influenced the decision to
deal in the securities and is not, and none of his associates is, a
beneficiary of the trust, dealings by the trust will not be regarded as his
dealings.

6. The restrictions on dealings by a director contained in this code will be
regarded as equally applicable to any dealings by the director's spouse or by
or on behalf of any minor child (natural or adopted) and any other dealings in
which for the purposes of Part XV of the Securities and Futures Ordinance he
is or is to be treated as interested. It is the duty of the director,
therefore, to seek to avoid any such dealing at a time when he himself is not
free to deal.



                               Exhibit 11.1-11
<PAGE>

7. When a director places investment funds comprising securities of the listed
issuer under professional management, discretionary or otherwise, the managers
must nonetheless be made subject to the same restrictions and procedures as
the director himself in respect of any proposed dealings in the listed
issuer's securities.

B. Notification

8. A director must not deal in any securities of the listed issuer without
first notifying in writing the chairman or a director (otherwise than himself)
designated by the board for the specific purpose and receiving a dated written
acknowledgement. In his own case, the chairman must first notify the board at
a board meeting, or alternatively notify a director (otherwise than himself)
designated by the board for the purpose and receive a dated written
acknowledgement before any dealing. The designated director must not deal in
any securities of the listed issuer without first notifying the chairman and
receiving a dated written acknowledgement.

9. The procedure established within the listed issuer must, as a minimum,
provide for there to be a written record maintained by the listed issuer that
the appropriate notification was given and acknowledged pursuant to rule B.8
of this code, and for the director concerned to have received written
confirmation to that effect.

10. Any director of the listed issuer who acts as trustee of a trust must
ensure that his cotrustees are aware of the identity of any company of which
he is a director so as to enable them to anticipate possible difficulties. A
director having funds under management must likewise advise the investment
manager.

11. Any director who is a beneficiary, but not a trustee, of a trust which
deals in securities of the listed issuer must endeavour to ensure that the
trustees notify him after they have dealt in such securities on behalf of the
trust, in order that he in turn may notify the listed issuer. For this
purpose, he must ensure that the trustees are aware of the listed issuers of
which he is a director.

12. The register maintained in accordance with Section 352 of the Securities
and Futures Ordinance should be made available for inspection at every meeting
of the board.

13. The directors of a company must as a board and individually endeavour to
ensure that any employee of the company or director or employee of a
subsidiary company who, because of his office or employment in the company or
a subsidiary, is likely to be in possession of unpublished price-sensitive
information in relation to the securities of any listed issuer does not deal
in those securities at a time when he would be prohibited from dealing by this
code if he were a director.

C. Exceptional circumstances

14. If a director proposes to sell or otherwise dispose of securities of the
listed issuer under exceptional circumstances where the sale or disposal is
otherwise prohibited under this



                               Exhibit 11.1-12
<PAGE>

code, the director must, in addition to complying with the other provisions of
this code, comply with the provisions of rule B.8 of this code regarding prior
written notice and acknowledgement. The director must satisfy the chairman or
the designated director that the circumstances are exceptional and the
proposed sale or disposal is the only reasonable course of action available to
the director before the director can sell or dispose of the securities. The
listed issuer shall give written notice of such sale or disposal to the
Exchange as soon as practicable stating why it considered the circumstances to
be exceptional. The listed issuer shall publish an announcement in the
newspapers immediately after any such sale or disposal and state that the
chairman or the designated director is satisfied that there were exceptional
circumstances for such sale or disposal of securities by the director. An
example of the type of circumstances which may be considered exceptional for
such purposes would be a pressing financial commitment on the part of the
director that cannot otherwise be satisfied.

D. Disclosure

15. In relation to securities transactions by directors, a listed issuer shall
disclose in its interim reports (and summary interim reports, if any) and the
Corporate Governance Report contained in its annual reports (and summary
financial reports, if any):
(a) whether the listed issuer has adopted a code of conduct regarding
securities transactions by directors on terms no less exacting than the
required standard set out in this code; (b) having made specific enquiry of
all directors, whether its directors have complied with, or whether there has
been any non-compliance with, the required standard set out in this code and
its code of conduct regarding securities transactions by directors; and
(c) in the event of any non-compliance with the required standard set out in
this code, details of such non-compliance and an explanation of the remedial
steps taken by the listed issuer to address such non-compliance.



                               Exhibit 11.1-13