(28 April 2006) CNOOC Limited (the "Company" or “CNOOC Ltd.”; NYSE “CEO”, SEHK “883”) announces that, it has successfully implemented a top-up placing today. Credit Suisse (Hong Kong) Limited, Goldman Sachs (Asia) L.L.C. and J.P. Morgan Securities Ltd. acted as the joint global coordinators and joint bookrunners for the placement.

Pursuant to the Placing Agreement, CNOOC (BVI) Limited, the controlling shareholder of the Company, has agreed to place, through the joint bookrunners, 2,500,000,000 shares in the Company to independent investors at a price of HK$6.15 per share. Within 14 days of the Placing Agreement, CNOOC (BVI) Limited will, pursuant to the Subscription Agreement, subscribe for 2,272,727,273 new shares at a price of HK$6.15 per share. The net proceeds from the Subscription will be approximately HK$13.78 billion.

In accordance with applicable laws and regulations of the PRC, CNOOC has an obligation to procure CNOOC (BVI) Limited to sell 227,272,727 sale shares as part of the Placing. The State-owned Assets Supervision and Administration Council has approved the allocation of such sale shares to the National Social Security Fund (NSSF), and pursuant to the NSSF's authorization given to the Company, such sale shares are being sold by the Vendor (acting through the Company) on behalf of NSSF.

The net proceeds from the Subscription will be used by the Group to finance continuing capital expenditure requirements in relation to the OML 130 in offshore Nigeria, as well as general working capital for the Group's operating activities.

This placing of existing shares and subscription of new shares of the Company is a notable transaction in the history of the Company. The placement is the largest accelerated bookbuilt offering in Asia (excluding Japan) this year. The placement generated very strong demand from global investors resulting in a very narrow discount of 3.6% to the Hong Kong parity of the last closing price of the Company’s ADSs in NYSE.

Mr. Fu Chengyu, Chief Executive Officer commented, “This is the largest capital markets transaction since the Company's IPO. It is also one of the largest accelerated bookbuilt offerings by a Chinese issuer ever. Strong demand generated by the placement is a testament to the great achievement that the Company has made since its IPO in February 2001.”

Mr. Yang Hua, Chief Financial Officer and Executive Vice President commented, “We’re pleased to see that the Company continues to enjoy a strong position in the international capital markets. We will continue to pursue our growth strategy while maintaining prudent financial discipline.”

The securities to be offered in the top-up placing have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release does not constitute an offer of any securities for sale.