EXHIBIT 4.37



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                                 CNOOC LIMITED

              (Incorporated in Hong Kong with limited liability)


                              SHARE OPTION SCHEME

                 (Adopted by shareholders on 31 December 2005)



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1.     DEFINITIONS AND INTERPRETATION

1.1    In this Scheme each of the following words and expressions shall,
       unless the context requires otherwise, have the following meaning:

       "Adoption                Date" means the date of adoption of the Scheme
                                by the Shareholders;

       "Associate"              has the meaning ascribed thereto under the
                                Listing Rules;

       "Auditors"               means the auditors for the time being of the
                                Company;

       "Board"                  means the board of Directors or a duly
                                authorised committee thereof;

       "business                day" means a day on which the Stock Exchange
                                is open for the business of dealing in
                                securities;

       "Company"                means CNOOC Limited, a company incorporated in
                                Hong Kong with limited liability under the
                                Companies Ordinance;

       "Connected Person"       has the meaning ascribed thereto under the
                                Listing Rules;

       "Director"               means any director (including independent
                                non-executive director) of the Company for the
                                time being;

       "Eligible                Person" means any director or employee of the
                                Group and any other 17.03(2) person (including
                                a consultant or adviser) who in the sole
                                discretion of the Board has contributed or
                                will contribute to the Group

       "Grantee"                means any Eligible Person who accepts an Offer
                                in accordance with the terms of the Scheme or
                                (where the context so permits) any person
                                entitled to exercise any Option in consequence
                                of the death of the original



                                Exhibit 4.37-1
<PAGE>

                                Grantee;

       "Group"                  means the Company and its Subsidiaries;

       "Hong                    Kong" means the Hong Kong Special
                                Administrative Region of the People's Republic
                                of China;

       "Listco Connected        means any director, the chief executive or any
       Person"                  Substantial Shareholder of the Company;

       "Listing                 means the listing sub-committee of the board of
       Committee"               directors of the Stock Exchange;

       "Listing Rules"          means the Rules  Governing  the Listing of
                                Securities on the Stock Exchange from time to
                                time;

       "Offer"                  means an offer of the grant of an Option made
                                in accordance with paragraph 4;

       "Offer Date"             means the date on which an Offer is made to an
                                Eligible Person, which must be a business day;

       "Option"                 means a right to subscribe for Shares pursuant
                                to the Scheme;

       "Option Period"          means a period to be determined and notified
                                by the Board 17.03(5) to the Grantee during
                                which the Option may be exercised and in any
                                event shall be not more than 10 years
                                commencing on the date on which the Offer in
                                relation to such Option is deemed to have been
                                accepted in accordance with paragraph 4.3 and
                                expiring on the last day of such 10-year
                                period subject to the provisions for early
                                termination contained in paragraph 7;

       "Option Price"           means the amount of HK$1.00 payable for each
                                acceptance of 17.03(8) grant of Option(s);

       "Remuneration            means the remuneration committee of the board
       Committee"               of Directors or a duly authorised sub-committee
                                thereof;

       "Scheme"                 means this share option scheme in its present
                                or any amended form;

       "Scheme Mandate Limit"   has the meaning ascribed thereto in paragraph
                                8.2;

       "Shareholders"           means the holders of Shares;

       "Shares"                 means fully paid ordinary shares of HK$0.02
                                each in the capital of the Company (or, if
                                there has been a consolidation, reduction,
                                re-classification, sub-division or
                                reconstruction of the share capital of the
                                Company, shares forming part of the equity
                                share capital of the Company of such revised
                                amount as shall result from such sub-division,
                                consolidation, reduction, re-



                                Exhibit 4.37-2
<PAGE>

                                classification or reconstruction of such
                                ordinary shares from time to time);

       "Stock Exchange"         means The Stock Exchange of Hong Kong Limited;

       "Subscription            Price" means the price at which each Share
                                subject to an Option may be subscribed on the
                                exercise of that Option, subject to paragraphs
                                5 and 10;

       "Subsidiary"             means a subsidiary (within the meaning of
                                Section 2 of the Companies Ordinance, Chapter
                                32 of the Laws of Hong Kong) for the time
                                being of the Company;

       "Substantial             has the meaning ascribed thereto under the
       Shareholder"             Listing  Rules; and

       "HK$"                    means Hong Kong dollars, the lawful currency
                                for the time being of Hong Kong.

1.2    In this Scheme, unless the context otherwise requires:

       1.2.1    paragraph headings are inserted for convenience only and do
                not affect its interpretation;

       1.2.2    words in the singular include the plural and vice versa;

       1.2.3    words denoting the masculine gender include the feminine
                gender; and

       1.2.4    a reference to any enactment shall be construed as a reference
                to that enactment as from time to time amended, extended or
                re-enacted.

2.     CONDITIONS

2.1    The Scheme is conditional on:

       2.1.1    the passing of the necessary resolution to adopt the Scheme by
                the Shareholders in general meeting; and

       2.1.2    the Listing Committee granting approval of the listing of and
                permission to deal in any Shares which may fall to be issued
                pursuant to the exercise of any such Option.

2.2    If either of the conditions set out in paragraph 2.1 is not satisfied
       on or before the expiry of two months after the Adoption Date:

       2.2.1    the Scheme shall immediately determine;

       2.2.2    any Option granted or agreed to be granted pursuant to the
                Scheme and any Offer of such a grant shall be of no effect;

       2.2.3    no person shall be entitled to any rights or benefits or be
                under any obligations under or in respect of the Scheme or any
                Option; and

       2.2.4    any amount(s) paid by any Grantee(s) in respect of the Option
                Price shall be refunded (without interest) by the Company.



                                Exhibit 4.37-3
<PAGE>

3.     PURPOSE, DURATION AND ADMINISTRATION

3.1    The purpose of the Scheme is to provide incentive and/or reward to
       Eligible Persons for their contribution to, and continuing efforts to
       promote the interests of, the Company.

3.2    Subject to paragraph 15, the Scheme shall be valid and effective for a
       period of 10 years commencing on the Adoption Date, after which period
       no further Option shall be granted. Subject to the above, in all other
       respects, in particular, in respect of Options remaining outstanding on
       the expiration of the 10-year period referred to in this paragraph, the
       provisions of the Scheme shall remain in full force and effect.

3.3    The Scheme shall be subject to the administration of the Remuneration
       Committee whose decision (save as otherwise provided herein) shall be
       final and binding on all parties subject to the prior receipt of a
       statement in writing from the Auditors or the independent financial
       adviser if and as required by paragraph 10.

4.     GRANT OF OPTIONS

4.1    Subject to the terms of the Scheme (and in particular paragraphs 4.4,
       4.5, 4.6 and 8), the Board shall be entitled at any time within the
       period of 10 years after the Adoption Date to make an Offer to any
       Eligible Person as the Board may in its absolute discretion select to
       subscribe for such number of Shares as the Board may determine at the
       Subscription Price. The Board may in its absolute discretion specify
       such conditions as it thinks fit when making an Offer to an Eligible
       Person (including, without limitation, as to any performance criteria
       which must be satisfied by the Eligible Person and/or the Company
       and/or its Subsidiaries, and any minimum period for which an Option
       must be held, before an Option may be exercised, if any), provided that
       such conditions shall not be inconsistent with any other terms and
       conditions of the Scheme.

4.2    Each Offer shall be in writing and shall:

4.2.1    state the date of issue of the Offer;

       4.2.2    specify a date, being a date not later than 21 days after (i)
                the date on which the Offer was issued, or (ii) the date on
                which the conditions (if any) for the Offer are satisfied, by
                which the Eligible Person must accept the Offer or be deemed
                to have declined it;

       4.2.3    state the method for accepting the Offer and that an
                acceptance of the Offer must be accompanied by payment of the
                Option Price;

       4.2.4    state that the Option Price is not refundable (except in the
                case of paragraphs 2.2.4 and 4.9) and shall not in any
                circumstances be, or be deemed to be, a part payment of the
                Subscription Price;

       4.2.5    specify the maximum number of Shares to which the Offer
                relates;

       4.2.6    specify the Subscription Price;

       4.2.7    specify the Option Period, and the date or dates during the
                Option Period upon which the Option shall first become
                exercisable;

       4.2.8    specify any other conditions which must be satisfied before
                the Option may be exercised;



                                Exhibit 4.37-4
<PAGE>

       4.2.9    require the Eligible Person to undertake to hold the Option on
                the terms on which it is to be granted and to be bound by the
                provisions of the Scheme; and

       4.2.10   subject to the above, be made in such form as the Board may
                from time to time prescribe.

4.3    No Offer shall be made to, and no Option shall be capable of acceptance
       by, any Eligible Person during any period specified in Listing Rule
       17.05. An Offer shall be deemed to have been accepted and the Option to
       which the Offer relates shall be deemed to have been granted and to
       have taken effect when the Company receives the duplicate of the offer
       letter comprising acceptance of the Offer duly signed by the Grantee
       with the number of Shares in respect of which the Offer is accepted
       clearly stated therein, together with a remittance of the Option Price
       to the Company. Any Offer may be accepted in respect of all or less
       than the number of Shares in respect of which it is offered provided
       that it is accepted in respect of a board lot for dealing in Shares on
       the Stock Exchange or an integral number thereof. To the extent that an
       Offer is not accepted within the time stated in the Offer for that
       purpose, it shall be deemed to have been irrevocably declined.

4.4    The provisions of paragraphs 4.5 to 4.8 and 5.1 shall be subject to any
       waiver or ruling granted by the Stock Exchange, and may be amended by
       the Board to reflect any amendments made by the Stock Exchange after
       the Adoption Date to the relevant provisions of the Listing Rules which
       these paragraphs have been drafted to reflect as at the Adoption Date.
       For the purpose of calculating the limit in paragraphs 4.5 and 4.7,
       Options that have already lapsed in accordance with paragraph 7 shall
       not be counted. For the purposes of paragraphs 4.5 and 4.7, "Relevant
       Shares" means Shares issued and to be issued upon exercise of all
       Options granted and to be granted (including exercised, cancelled and
       outstanding Options) to the relevant grantee in the 12-month period up
       to and including the Offer Date of the relevant Option referred to in
       paragraph 4.5 or 4.7 (as the case may be).

4.5    Subject to paragraph 4.6, no Option shall be granted to any Eligible
       Person ("Relevant Eligible Person" for the purposes of this paragraph)
       if, at the time of grant, the number of Relevant Shares would exceed 1%
       of the total number of Shares in issue, unless:

       4.5.1    such grant has been duly approved, in the manner prescribed by
                the relevant provisions of Chapter 17 of the Listing Rules, by
                resolution of the Shareholders in general meeting, at which
                the Relevant Eligible Person and his Associates abstained from
                voting;

       4.5.2    a circular regarding the grant has been despatched to the
                Shareholders in a manner complying with, and containing the
                information specified in, the relevant provisions of Chapter
                17 of the Listing Rules; and

       4.5.3    the number and terms (including the Subscription Price) of
                such Option are fixed before the general meeting of the
                Company at which the same are approved.

4.6    Where an Option is to be granted to a Listco Connected Person (or its
       Associate), the grant shall not be valid unless it has been approved by
       the independent non-executive Directors, excluding any independent
       non-executive Director who is a prospective Grantee of the Option.

4.7    Where an Option is to be granted to a Substantial Shareholder or an
       independent non-executive Director (or any of their respective
       Associates), and the grant will result in the number and value of the
       Relevant Shares exceeding:

       4.7.1    0.1% of the total number of Shares in issue at the relevant
                time of grant; and



                                Exhibit 4.37-5
<PAGE>

       4.7.2    an aggregate value (based on the closing price of the Shares
                on the Stock Exchange on the date of each grant) of HK$5
                million,

         such grant shall not be valid unless:

       4.7.3    a circular containing the details of the grant has been
                despatched to the Shareholders in a manner complying with, and
                containing the matters specified in, the relevant provisions
                of Chapter 17 of the Listing Rules (including, in particular,
                a recommendation from the independent non-executive Directors
                (excluding the independent non-executive Director who is the
                prospective Grantee of the Option) to the independent
                Shareholders as to voting); and

       4.7.4    the grant has been approved by the Shareholders in general
                meeting (taken on a poll), at which all Connected Persons must
                abstain from voting in favour of the relevant resolution
                granting the approval.

4.8    Where any change is to be made to the terms of any Option granted to a
       Substantial Shareholder or an independent non-executive Director (or
       any of their respective Associates) and:

       4.8.1    such grant has been approved in accordance with paragraph 4.7;
                or

       4.8.2    (where the grant was not subject to paragraph 4.7) as a result
                of such proposed change the grant would come to be subject to
                paragraph 4.7,

       such change shall not be valid unless:

       4.8.3    a circular regarding the change has been despatched to the
                Shareholders in a manner complying with, and containing the
                matters specified in, the relevant provisions of Chapter 17 of
                the Listing Rules (including, in particular, a recommendation
                from the independent non-executive Directors (excluding the
                independent non-executive Director who is the prospective
                Grantee of the Option) to the independent Shareholders as to
                voting); and

       4.8.4    the change has been approved by the Shareholders in general
                meeting (taken on a poll), at which all Connected Persons
                abstained from voting in favour of the relevant resolution
                granting the approval.

4.9    In the cases referred to in paragraphs 4.5 to 4.8, where an Option has
       not been approved by the Shareholders in general meeting or by the
       independent non-executive Directors (as the case may be), the Option
       Price paid by a prospective grantee relating to such Option shall be
       refunded (without interest) by the Company.

5.     SUBSCRIPTION PRICE

5.1    Subject to paragraphs 5.2, 5.3 and 10, the Subscription Price shall be
       a price determined by the Board and notified to an Eligible Person and
       shall be at least the higher of:

       5.1.1    the closing price of the Shares as stated in the Stock
                Exchange's daily quotations sheet on the Offer Date, which
                must be a business day;

       5.1.2    the average of the closing price of the Shares as stated in
                the Stock Exchange's daily quotation sheets for the five
                business days immediately preceding the Offer Date; and

       5.1.3    the nominal value of a Share.



                                Exhibit 4.37-6
<PAGE>

5.2    Where an Option is to be granted under paragraphs 4.5 or 4.7, for the
       purposes of paragraphs 5.1.1 and 5.1.2 the date of the Board meeting at
       which the grant was proposed shall be taken to be the Offer Date for
       such Option, and the provisions of paragraph 5.1 shall apply mutatis
       mutandis.

6.     EXERCISE OF OPTION

6.1    An Option shall be personal to the Grantee and shall not be assignable
       nor transferable, and no Grantee shall in any way sell, transfer,
       charge, mortgage, encumber or create any interest (whether legal or
       beneficial) in favour of any third party over or in relation to any
       Option.

6.2    An Option may be exercised in whole or in part by the Grantee (or his
       personal representatives) before its expiry giving notice in writing to
       the Company stating that the Option is to be exercised and the number
       of Shares in respect of which it is exercised. Such notice must be
       accompanied by a remittance for the full amount of the Subscription
       Price for the Shares in respect of which the notice is given, except
       where the Grantee sells Shares of the Company in order to partly or
       wholly fund the Subscription Price, and the Grantee is subject to a
       minimum shareholding requirement, that part of the Subscription Price
       to be funded from the proceeds of such sale shall be paid within [5]
       days of the allotment of Shares to the Grantee.

       Within 30 days after receipt of the notice and (where appropriate)
       receipt of the independent financial adviser's or the Auditors'
       certificate under paragraph 10, the Company shall issue and allot the
       relevant Shares to the Grantee (or his personal representatives)
       credited as fully paid and issue to the Grantee (or his personal
       representatives) a share certificate in respect of the Shares so issued
       and allotted.

6.3    Subject to the terms of grant of any Option and the provisions of
       paragraph 9, an Option may be exercised by the Grantee (or his personal
       representatives) at any time during the Option Period and in accordance
       with the vesting schedule and other terms specified in the relevant
       Offer, provided that:

       6.3.1    subject to paragraphs 6.3.2 and 7.1.5, where the holder of an
                outstanding Option ceases to be an Eligible Person for any
                reason, the Option may be exercised within three months of the
                date of cessation. The date of such cessation shall be (i) if
                he is an employee of the Group, his last actual working day at
                his work place with the Group whether salary is paid in lieu
                of notice or not; or (ii) if he is not an employee of the
                Group, the date on which the relationship constituting him an
                Eligible Person ceases;

       6.3.2    where the Grantee of an outstanding Option dies before
                exercising the Option in full or at all, the Option may be
                exercised up to the entitlement of such Grantee or, if
                appropriate, an election made pursuant to paragraph 6.3.3,
                6.3.4 or 6.3.5 by his or her personal representatives within
                12 months of the date of death;

       6.3.3    if a general offer by way of a take-over is made to all the
                Shareholders (or all such holders other than the offeror
                and/or any person controlled by the offeror and/or any person
                acting in association or concert with the offeror) and such
                offer becomes or is declared unconditional, the Company shall
                give notice thereof to the Grantee and the Grantee (or his
                personal representatives) may by notice in writing to the
                Company within 30 days after such offer becoming or being
                declared unconditional exercise the Option to its full extent
                or to the extent specified in such notice;

       6.3.4    if a general offer by way of a scheme of arrangement is made
                to all the Shareholders and the scheme has been approved by
                the necessary number of Shareholders at the



                                Exhibit 4.37-7
<PAGE>

                requisite meetings, the Company shall give notice thereof to
                the Grantee and the Grantee (or his personal representatives)
                may thereafter (but before such time as shall be notified by
                the Company) by notice in writing to the Company exercise the
                Option to its full extent or to the extent specified in such
                notice; and

       6.3.5    in the event a notice is given by the Company to its members
                to convene a general meeting for the purposes of considering,
                and if thought fit, approving a resolution to voluntarily
                wind-up the Company, the Company shall on the same date as or
                soon after it despatches such notice to each member of the
                Company give notice thereof to all Grantees (together with a
                notice of the existence of the provisions of this paragraph)
                and thereupon, each Grantee (or his or her personal
                representatives) shall be entitled to exercise all or any of
                his Options at any time not later than 5 business days prior
                to the proposed general meeting of the Company by giving
                notice in writing to the Company, accompanied by a remittance
                for the full amount of the aggregate Subscription Price for
                the Shares in respect of which the notice is given whereupon
                the Company shall as soon as possible and, in any event, no
                later than three business days immediately prior to the date
                of the proposed general meeting referred to above, issue and
                allot the relevant Shares to the Grantee credited as fully
                paid.

6.4    The Shares to be issued and allotted upon the exercise of an Option
       shall be subject to the Company's constitutional documents for the time
       being in force and shall rank pari passu in all respects with the
       fully-paid Shares in issue as at the date of allotment and will entitle
       the holders to participate in all dividends or other distributions
       declared or recommended or resolved to be paid or made in respect of a
       record date falling on or after the date of allotment. Prior to the
       Grantee being registered on the register of members of the Company the
       Grantee shall not have any voting rights, or rights to participate in
       any dividends or distributions of any rights arising on a liquidation
       of the Company, in respect of the Shares to be issued upon the exercise
       of the Option.

7.     LAPSE OF OPTION

7.1    The right to exercise an Option (to the extent not already exercised)
       shall terminate immediately upon the earliest of:

       7.1.1    the expiry of the Option Period;

       7.1.2    the expiry of any of the periods referred to in paragraphs
                6.3.1, 6.3.2 or 6.3.3;

       7.1.3    subject to the scheme of arrangement becoming effective, the
                expiry of the period referred to in paragraph 6.3.4;

       7.1.4    subject to paragraph 6.3.5, the date of the commencement of
                the winding-up of the Company;

       7.1.5    the date on which the Grantee ceases to be an Eligible Person
                by reason of summary dismissal for misconduct or other breach
                of the terms of his employment or other contract or
                arrangement constituting him an Eligible Person, or the date
                on which he begins to appear to be unable to pay or has no
                reasonable prospect of being able to pay his debts or has
                become insolvent or has made any arrangements or composition
                with his or her creditors generally or on which he has been
                convicted of any criminal offence involving his or her
                integrity or honesty. A resolution of the Board to the effect
                that the employment or other relevant contract or arrangement
                of a Grantee has or has not been terminated on one or more of
                the grounds specified in this paragraph 7.1.5 shall be
                conclusive; or



                                Exhibit 4.37-8
<PAGE>

       7.1.6    the date on which the Grantee commits a breach of paragraph
                6.1.

8.     MAXIMUM NUMBER OF SHARES AVAILABLE FOR SUBSCRIPTION

8.1    The maximum number of Shares which may be issued upon the exercise of
       all outstanding options granted and yet to be exercised under the
       Scheme and any other schemes of the Company, must not, in aggregate,
       exceed 30% (or such other percentage as may be allowed under the
       Listing Rules) of the total number of Shares in issue from time to
       time.

8.2    Subject to paragraphs 8.1, 8.4 and 8.5, at the time of adoption by the
       Company of any new share option scheme (the "New Scheme"), the number
       of Shares which may be issued upon exercise of all options to be
       granted under the New Scheme and all schemes existing at such time (the
       "Existing Schemes") of the Company must not in aggregate exceed 10% of
       the total number of Shares in issue as at the date of Shareholders'
       approval of the New Scheme (the "Scheme Mandate Limit").

8.3    For the purposes of calculating the Scheme Mandate Limit under
       paragraph 8.2, Shares which are the subject matter of any options that
       have already lapsed in accordance with the terms of the relevant
       Existing Scheme(s) shall not be counted.

8.4    The Scheme Mandate Limit may be refreshed by ordinary resolution of the
       Shareholders in general meeting, provided that:

       8.4.1    the total number of Shares which may be issued upon exercise
                of all options to be granted under all Existing Schemes under
                the Scheme Mandate Limit as renewed shall not exceed 10% of
                the total number of Shares in issue as at the date of
                Shareholders' approval of the refreshing of the Scheme Mandate
                Limit; and

       8.4.2    options previously granted under the Existing Schemes
                (including options exercised, outstanding, cancelled, or
                lapsed in accordance with the relevant scheme rules) shall not
                be counted for the purpose of calculating the Scheme Mandate
                Limit as refreshed; and

       8.4.3    a circular regarding the proposed refreshing of the Scheme
                Mandate Limit has been despatched to the Shareholders in a
                manner complying with, and containing the matters specified
                in, Chapter 17 of the Listing Rules.

8.5    The Company may seek separate approval from the Shareholders in general
       meeting for granting options which will result in the Scheme Mandate
       Limit being exceeded, provided that:

       8.5.1    the grant is only to Eligible Persons specifically identified
                by the Company before the approval is sought; and

       8.5.2    a circular regarding the grant has been despatched to the
                Shareholders in a manner complying with, and containing the
                matters specified in, the relevant provisions of Chapter 17 of
                the Listing Rules.



                                Exhibit 4.37-9
<PAGE>

9.     REDEMPTION OF OPTIONS AFTER EXERCISE

9.1    Notwithstanding any other provision of the Scheme, where a Grantee has
       given notice to exercise an Option, the Board shall be entitled at its
       discretion (which discretion may or may not be exercised on request
       from a Grantee) within 10 business days of receipt of such notice to
       cancel the exercised Option, either in whole or in part, by giving
       notice in writing to the Grantee whereupon the provisions of paragraph
       9.2 shall apply.

9.2    If any Option shall be cancelled pursuant to paragraph 9.1, the Grantee
       shall be entitled to receive a refund of the Subscription Price paid by
       the Grantee on exercise of such Option together with a payment in cash
       (calculated in accordance with the formula below) to compensate the
       Grantee for such cancellation, such refund and payment to be made
       within 10 business days of the Company giving notice of such
       cancellation. Once such refund and payment have been made by the
       Company, the Grantee shall have no other claim against the Company in
       connection with any Option so cancelled. The amount of payment shall be
       calculated by reference to the following formula:

       (A x B) - C

       where

       A        is the number of Shares that would have been issued on
                exercise of the Option (the "Applicable Shares");

       B        is the average closing price of the Shares as stated in the
                daily quotations sheets issued by the Stock Exchange for the
                five business days immediately preceding the date the Company
                receives notice of exercise of the Option; and

       C        is the aggregate Subscription Price for the Applicable Shares,

       provided that (i) if the same shall result in a negative figure there
       shall be no entitlement to any such payment and (ii) if the
       Subscription Price shall not be the same for all the Applicable Shares,
       separate calculations shall be made in respect of each portion of the
       Applicable Shares for which the Subscription Price shall be the same,
       as if such rights of cancellation had been exercised separately in
       respect of each such portion of Applicable Shares. Any payment made by
       the Company pursuant to the foregoing provisions shall be charged to
       its retained profits unless otherwise required to be accounted for in
       accordance with the generally accepted accounting principles which
       apply at the time of the relevant payment.

10.    REORGANISATION OF CAPITAL STRUCTURE

10.1   In the event of any alteration in the capital structure of the Company
       whilst any Option has been granted and remains exercisable, whether by
       way of capitalisation of profits or reserves, rights issue,
       consolidation, subdivision or reduction of the share capital of the
       Company, the Company shall make corresponding adjustments (if any) to:

       10.1.1   the number of Shares subject to the Options already granted so
                far as they remain exercisable; and/or

       10.1.2   the Subscription Price,

       provided that:

       10.1.3   no such adjustments shall be made in respect of an issue of
                securities by the Company as consideration in a transaction;



                               Exhibit 4.37-10
<PAGE>

       10.1.4   any such adjustments must be made so that each Grantee is
                given the same proportion of the equity capital of the Company
                as that to which he was previously entitled;

       10.1.5   no such adjustments shall be made which would result in the
                Subscription Price for a Share being less than its nominal
                value, provided that in such circumstances the Subscription
                Price shall be reduced to the nominal value;

       10.1.6   any such adjustments, save those made on a capitalisation
                issue, shall be confirmed by an independent financial adviser
                or the Auditors in writing to the Directors as satisfying the
                requirements of paragraphs 10.1.4 and 10.1.5 above; and

       10.1.7   any such adjustments made pursuant to a subdivision or
                consolidation of share capital shall be made on the basis that
                the aggregate Subscription Price payable by a Grantee on the
                full exercise of any Option shall remain as nearly as possible
                the same (but shall not be greater than) as it was before such
                event.

10.2   If there has been any alteration in the capital structure of the
       Company as referred to in paragraph 10.1, the Company shall, upon
       receipt of a notice from a Grantee in accordance with paragraph 6.2,
       inform the Grantee of such alteration and shall either inform the
       Grantee of the adjustment to be made pursuant to the certificate of the
       independent financial adviser or the Auditors (as the case may be)
       obtained by the Company for such purpose or, if no such certificate has
       yet been obtained, inform the Grantee of such fact and instruct the
       independent financial adviser or the Auditors (as the case may be) as
       soon as practicable to issue a certificate in that regard in accordance
       with paragraph 10.1.

10.3   For the purposes of this paragraph, the independent financial adviser
       or the Auditors shall act as experts and not as arbitrators and their
       certification being final and binding on the Company and the Grantees.
       Their costs shall be borne by the Company.

11.    SHARE CAPITAL

       The exercise of any Option shall be subject to the Shareholders in
       general meeting approving any necessary increase in the authorised
       share capital of the Company. Subject to such approval, the Board shall
       make available sufficient authorised but unissued share capital of the
       Company to meet subsisting requirements on the exercise of Options.

12.    DISPUTES

       Any dispute arising in connection with the Scheme (whether as to the
       number of Shares the subject of an Option, the amount of the
       Subscription Price, or otherwise) shall be referred to the decision of
       the Remuneration Committee whose decision shall be final and binding.

13.    ALTERATION OF THE SCHEME

13.1   Those specific provisions of this Scheme which relate to the matters
       set out in Rule 17.03 of the Listing Rules shall not be altered to the
       advantage of Grantees or prospective Grantees except with the prior
       approval of the Shareholders in general meeting (with participants and
       their Associates abstaining from voting). No such alteration shall
       operate to affect adversely the terms of issue of any Option granted or
       agreed to be granted prior to such alteration except with the consent
       or sanction in writing of such majority of the Grantees as would be
       required of the Shareholders under the constitutional documents for the
       time being of the Company for a variation of the rights attached to the
       Shares.



                               Exhibit 4.37-11
<PAGE>

13.2   Any change to the authority of the Remuneration Committee in relation
       to any alteration to the terms of the Scheme shall not be valid unless
       approved by Shareholders in general meeting.

13.3   Any alterations to the provisions of the Scheme which are of a material
       nature, or any change to the terms of Options granted, must be approved
       by the Shareholders in general meeting, except where the alterations
       take effect automatically under the existing provisions of the Scheme.

13.4   The amended terms of the Scheme or the Options must comply with Chapter
       17 of the Listing Rules.

14.    CANCELLATION OF OPTIONS GRANTED

14.1   The Company may cancel any Option granted but not exercised with the
       approval of the Grantee of such Option.

14.2   Options may be granted to an Eligible Person in place of his cancelled
       Options provided that there are available unissued Options (excluding
       the cancelled Options) within the Scheme Mandate Limit of the Scheme
       (or similar limit under any other scheme adopted by the Company) from
       time to time.

15.    CHANGE OF CONTROLLING INTERESTS

15.1   Subject to paragraph 6.3, in the event that there is a Change of
       Controlling Interest, all Options granted but not exercised shall
       become exercisable immediately (except for Options which have been
       granted less than 6 months from the date of the occurrence of the
       Change of Controlling Interest). Such Options may be exercised within
       12 months from the date of the occurrence of the Change of Controlling
       Interest.

15.2   For the purposes of this paragraph, "Change of Controlling Interest"
       means the occurrence of any of the following:

       15.2.1   Any person, entity or body has acquired or held more than 30%
                (or the percentage of voting rights which will trigger an
                obligation to make a general offer, as stipulated in the Hong
                Kong Code on Takeovers) of:

                (A)  the issued Shares; or

                (B)  the votes attached to all issued voting securities of the
                     Company.

                For the purposes of this paragraph 15.1.1, however, the
                following shall not be regarded as "Change of Controlling
                Interest":

                (A)  the purchase is made by the Company; or

                (B)  the purchase is made by an employee welfare program (or
                     related trust fund) set up or supervised by the Company.

       15.2.2   The Company participates as a party in any reorganisation,
                merger or takeover which has been approved by all shareholders
                of the Company; and

       15.2.3   The Company is liquidated or reorganised.



                               Exhibit 4.37-12
<PAGE>

16.    TERMINATION

16.1   The Company, by resolution in general meeting, or the Board, may at any
       time terminate the operation of the Scheme and in such event no further
       Option will be offered but in all other respects the provisions of the
       Scheme shall remain in full force and effect and Options granted prior
       to such termination shall continue to be valid and exercisable in
       accordance with the Scheme.

17.    GENERAL

17.1   Notwithstanding any provision of any other paragraph of the Scheme :

       17.1.1   the Scheme shall not form part of any contract of employment
                between the Company or any Subsidiary (as appropriate) and any
                Eligible Person; where an Eligible Person is an employee of
                the Company or any Subsidiary, the rights and obligations
                under the terms of his office or employment shall not be
                affected by his participation in the Scheme or any right which
                he may have to participate in it and the Scheme shall afford
                such an Eligible Person no additional rights to compensation
                or damages in consequence of the termination of such office or
                employment for any reason; and

       17.1.2   the Scheme shall not confer on any person any legal or
                equitable rights (other than those constituting the Options
                themselves) against the Company directly or indirectly or give
                rise to any cause of action at law or in equity against the
                Company.

17.2   The Company shall bear the costs of establishing and administering the
       Scheme.

17.3   A Grantee shall be entitled to receive copies of all notices and other
       documents sent by the Company to holders of Shares.

17.4   Any notice or other communication between the Company and a Grantee may
       be given by personal delivery, by prepaid post or by fax to, in the
       case of the Company, its principal place of business in Hong Kong at
       65/F, Bank of China Tower, 1 Garden Road, Central, Hong Kong or as
       otherwise notified to the Grantees from time to time and, in the case
       of the Grantee, his or her residential address as notified to the
       Company from time to time.

17.5   Any notice or other communication between the Company and a Grantee
       shall be deemed to have been received:

       17.5.1   in the case of delivery by hand, when delivered;

       17.5.2   in the case of prepaid post, on the second day following the
                day of posting; or

       17.5.3   in the case of a fax, on the date of transmission provided
                that the sender has a transmission report indicating that the
                fax was duly transmitted and received.

17.6   In the case of a notice served by the Company by post, in proving
       service it shall be sufficient to prove that the envelope containing
       the notice was properly addressed and stamped and was deposited in a
       post box or at the post office.

17.7   A Grantee shall be responsible for obtaining any governmental or other
       official consent that may be required by any country or jurisdiction
       other than Hong Kong (or the country of incorporation of the Company if
       the Company is incorporated outside of Hong Kong) in order to permit
       the grant or exercise of an Option. The Company shall not be
       responsible for any failure by a Grantee to obtain any such consent or
       for any tax or other liability to which a Grantee may become subject as
       a result of his or her participation in the Scheme. The



                               Exhibit 4.37-13
<PAGE>

       Company shall not be responsible for the lapse of any Options granted
       to any Eligible Person by reason of the operation of paragraph 7.1.

17.8   The Remuneration Committee shall have the power from time to time to
       make or vary regulations for the administration and operation of the
       Scheme, provided that the same are not inconsistent with the provisions
       of the Scheme. The Board shall also have the power to delegate its
       powers to grant Options to Eligible Persons and to determine the
       Subscription Price, to the Company's Chief Executive Officer or
       Chairman of the Board from time to time, subject to the requirements
       and restrictions set out in this Scheme and the Listing Rules.

17.9   The Scheme and all Options granted under the Scheme shall be governed
       by and construed in accordance with the laws of Hong Kong.



                               Exhibit 4.37-14