UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 6-K
 
Report of Foreign Private Issuer
 
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the month of February 2011

Commission File Number 1-14966


CNOOC Limited
(Translation of registrant’s name into English)
   
65th Floor
Bank of China Tower
One Garden Road
Central, Hong Kong
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F      X          Form 40-F ___

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ___       No     X   

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  Not applicable

 
 

 
 
 
Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


   
CNOOC Limited
 
       
       
                                                                          By:
 
/s/ Jiang Yongzhi
 
                                                                     Name:
 
Jiang Yongzhi
 
                                                                       Title:
 
Joint Company Secretary
 
Dated: February 17, 2011
     

 
 

 
 

EXHIBIT INDEX

 
Exhibit No. Description
   
99.1 Press release dated February 17, 2011 entitled “Chesapeake Energy Corporation and CNOOC Limited Announce Closing of Niobrara-Focused DJ Basin and Powder River Basin Project Cooperation Agreement”.
 

 
 

 
 
 
Exhibit 99.1
 
 
 
 CHESAPEAKE ENERGY CORPORATION AND CNOOC LIMITED ANNOUNCE
CLOSING OF NIOBRARA-FOCUSED DJ BASIN AND POWDER RIVER
BASIN PROJECT COOPERATION AGREEMENT

HONG KONG, FEBRUARY 17, 2010 – Chesapeake Energy Corporation (NYSE:CHK) and CNOOC Limited (NYSE:CEO; SEHK:00883) today announced the closing of a project cooperation agreement whereby CNOOC International Limited, a wholly owned subsidiary of CNOOC Limited, purchased a 33.3% undivided interest in Chesapeake’s 800,000 net oil and natural gas leasehold acres in the Denver-Julesburg (DJ) and Powder River Basins in northeast Colorado and southeast Wyoming.  The consideration for the transaction was $570 million in cash.  In addition, CNOOC Limited has agreed to fund 66.7% of Chesapeake’s share of drilling and completion costs up to $697 million, which Chesapeake expects to occur by year-end 2014.

Aubrey K. McClendon, Chesapeake’s Chief Executive Officer, commented, “We are very pleased to once again have CNOOC Limited as our partner in one of our shale development transactions.  We look forward to accelerating the development of this large domestic oil and natural gas resource, resulting in a reduction of our country’s oil imports over time, the creation of thousands of high-paying jobs in the U.S. and the payment of very significant local, state and federal taxes.”

Yang Hua, Chief Executive Officer of CNOOC Limited, stated, “Congratulations on the successful closing of the transaction, which will further enhance our presence in the shale oil and gas industry.  In the future, we will closely cooperate with Chesapeake to fully explore the potential of the project and bring benefits to the both parties as well as other stakeholders.

Chesapeake’s advisor on the transaction was Jefferies & Company, Inc., and CNOOC Limited’s advisor was Tudor, Pickering, Holt & Co. Securities, Inc.

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 regarding expected future events.  Actual results could differ materially as a result of a variety of risks and uncertainties.  While forward-looking statements are based on assumptions and analyses made by us that we believe to be reasonable under the circumstances, a number of risks and uncertainties could cause our actual results and future developments to differ materially from our predictions and expectations.  See “Risks Related to Our Business” in Chesapeake's Prospectus Supplement filed with the U.S. Securities and Exchange Commission (SEC) on February 8, 2011 for a discussion of risk factors that affect our business and could affect the project cooperation agreement.  Further discussion of risks and uncertainties can also be found in CNOOC Limited’s 2009 Annual Report on Form 20-F filed with the SEC on April 23, 2010.  We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update this information.

Chesapeake Energy Corporation is the second-largest producer of natural gas and the most active driller of new wells in the U.S.  Headquartered in Oklahoma City, the company's operations are focused on discovering and developing unconventional natural gas and oil fields onshore in the U.S.  Chesapeake owns leading positions in the Barnett, Fayetteville, Haynesville, Marcellus and Bossier natural gas shale plays and in the Eagle Ford, Granite Wash, Tonkawa, Cleveland, Mississippian, Wolfcamp, Bone Spring, Avalon and Niobrara unconventional liquids plays.  The company has also vertically integrated its operations and owns substantial midstream, compression, drilling and oilfield service assets.  Further information is available at www.chk.com where Chesapeake routinely posts announcements, updates, events, investor information and presentations and all recent press releases.
 
 
 
 
 

 
 

For further inquiries to Chesapeake, please contact:

Jeffery L. Mobley, CFA (investor contact)
Tel: 405-767-4763
Email: jeff.mobley@chk.com
John J. Kilgallon (investor contact)
Tel: 405-935-4441
Email: john.kilgallon @chk.com
 
Jim Gipson (media contact)
Tel: 405-935-1310
Email: jim.gipson@chk.com
 
CNOOC Limited is China's largest producer of offshore crude oil and natural gas and one of the largest independent oil and gas exploration and production companies in the world.  Headquartered in Hong Kong, CNOOC Limited mainly engages in exploration, development, production and sales of oil and natural gas and has four major production areas in offshore China, which are Bohai Bay, Western South China Sea, Eastern South China Sea and East China Sea.  In addition, it is one of the largest offshore crude oil producers in Indonesia.  CNOOC Limited also has upstream assets in Nigeria, Australia and other countries.  Further information is available at www.cnoocltd.com.

For further inquiries to CNOOC Limited, please contact:

Mr. Jiang Yongzhi
Joint Company Secretary, General
Manager of Investor Relations
CNOOC Ltd
Tel: +86-10-8452-1731
Fax: +86-10-8452-1441
Email: Jiangyzh2@cnooc.com.cn
Ms. Sharon Fung
Ketchum Newscan Public Relations Ltd
Tel: +852-3141-8082
Fax: +852-2510-8199
Email: sharon.fung@knprhk.com
 
 
 
 
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