Exhibit
11.1








CNOOC
Limited


(incorporated
under laws of Hong Kong with limited liability)


Code
of Ethics for Directors and Senior Officers


























26
August 2009



















I.
INTRODUCTION





This
"CNOOC Limited Code of Ethics for Directors and Senior Officers" (the "Code of
Ethics") summarizes the major long-standing principles of conduct that our
company, CNOOC Limited (the "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 (the "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 (the “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 the Chief
Executive Officer, the President, the Chief Financial Officer, Executive Vice
Presidents, Senior Vice Presidents, Vice Presidents, 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 Senior Officers 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 or she 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
(the “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"), the New York Stock Exchange rules, environmental
laws, insider trading









and other
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 of our company. 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 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 the 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 the 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 offense, 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:










(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 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".









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 the 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
the 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
director or 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









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 a director or
Senior Officer reports 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.









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


(August
2009)





Compliance
Officer: Mr. Wu Guangqi


Address:
Room 1828, CNOOC Plaza, 25 Chaoyangmenbei Dajie, Beijing, People’s Republic of
China


Postcode:
100010


Tel:
(86-10)84522602


Email:
wugq@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.





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
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 with a listed issuer before a period
during which dealing is prohibited 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;





(v)    
an acquisition of qualification shares where, under the listed issuer’s
constitutional documents, the final date for acquiring such shares falls within
a period when dealing is prohibited under this code and such
shares  cannot be acquired at another time.





(vi)   
dealing where the beneficial interest or interests in the relevant security of
the listed issuer do not change;





(vii)  
dealing where a shareholder places out his existing shares in a “top-up” placing
where the number of new shares subscribed by him pursuant to an irrevocable,
binding obligation equals the number of existing shares placed out and the
subscription price (after expenses) is the same as the price at which the
existing shares were placed out; and





(viii) 
dealing where the beneficial ownership is transferred from another party by
operation of law.





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.










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.





Note:
“Price sensitive information” means information described in rule 13.09(1) and
the notes thereunder. In the context of this code, rule 13.09(1)(c) and its
notes 9, 10 and 11 are of particular relevance.





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. (a) A
director must not deal in any securities of the listed issuer on any day on
which its financial results are published and:





(i)
      during the period of 60 days immediately preceding the publication date of
      the annual results or, if shorter, the period from the end of the relevant
      financial year up to the publication date of the results;
    and





(ii)
      during the period of 30 days immediately preceding the publication date of
      the quarterly results (if any) and half-year results or, if shorter, the
      period from the end of the relevant quarterly or half-year period up to
      the publication date of the
results,





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, the
director must comply with the procedure in rules B.8 and B.9 of this
code.





(b) The
listed issuer must notify the Exchange in advance of the commencement of each
period during which directors are not allowed to deal under rule
A.3(a).





Note:
Directors should note that the period during which they are not allowed to deal
under rule A.3 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.





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. In each case,





(a)
      a response to a request for clearance to deal must be given to the
      relevant director within five business days of the request being made;
      and





(b)
      the clearance to deal in accordance with (a) above must be valid for no
      longer than five business days of clearance being
  received.





Note:
For the avoidance of doubt, the restriction under A.1 of this code applies in
the event that price sensitive information develops following the grant of
clearance.





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 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 accordance with rule 2.07C 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.