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 December 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: December 28, 2011
 
 

 
 
 
 

EXHIBIT INDEX

 
Exhibit No. Description
   
99.1
Next Day Disclosure Return filed with The Stock Exchange of Hong Kong Limited on December 28, 2011 regarding changes in issued share capital and repurchase of shares on The Stock Exchange of Hong Kong Limited.
 
 
 
 
 
Exhibit 99.1
 
For Main Board listed issuers
 
 
Next Day Disclosure Return
(Equity issuer - changes in issued share capital and/or share buybacks)
 
Name of listed issuer:   CNOOC LIMITED

Stock code:   883                                                                           Date submitted: December 28, 2011

Section I must be completed by a listed issuer where there has been a change in its issued share capital which is discloseable pursuant to rule 13.25A of the Rules (the “Listing Rules”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Exchange”).

Section II must also be completed by a listed issuer where it has made a repurchase of shares which is discloseable under rule 10.06(4)(a).

Description of securities: Ordinary shares of HK$0.02 each

I.
Issues of shares
(Notes 6 and 7)
No. of shares
Issued shares as a % of existing issued share capital before relevant share issue
(Notes 4, 6 and 7)
Issue price per share (Notes 1 and 7)
Closing market price per share of the immediately preceding business day
(Note 5)
% discount/
premium of issue price to market price
(Note 7)
Opening balance as at
(Note 2)
December 22, 2011
44,668,080,984
        
(Note 3)
 
 
          
Share repurchased on
December 22, 2011
but not yet cancelled
 
5,000,000
 
        
Repurchased share
cancelled on
December 28, 2011
 
8,900,000
 
        
Share repurchased on
December 28, 2011
 
1,055,000
 
0.0024%
      
Closing balance as at
(Note 8)
 December 28, 2011
44,659,180,984
        

 
 
 
 
For Main Board listed issuers
Notes to Section I:

1. 
Where shares have been issued at more than one issue price per share, a weighted average issue price per share should be given.

2.
Please insert the closing balance date of the last Next Day Disclosure Return published pursuant to rule 13.25A or Monthly Return pursuant to rule 13.25B, whichever is the later.

3.
Please set out all changes in issued share capital requiring disclosure pursuant to rule 13.25A together with the relevant dates of issue. Each category will need to be disclosed individually with sufficient information to enable the user to identify the relevant category in the listed issuer’s Monthly Return. For example, multiple issues of shares as a result of multiple exercises of share options under the same share option scheme or of multiple conversions under the same convertible note must be aggregated and disclosed as one category. However, if the issues resulted from exercises of share options under 2 share option schemes or conversions of 2 convertible notes, these must be disclosed as 2 separate categories.

4.
The percentage change in the listed issuer’s issued share capital is to be calculated by reference to the listed issuer’s total issued share capital (excluding for such purpose any shares repurchased or redeemed but not yet cancelled) as it was immediately before the earliest relevant event which has not been disclosed in a Monthly Return or Next Day Disclosure Return.

5.
Where trading in the shares of the listed issuer has been suspended, “closing market price per share of the immediately preceding business day” should be construed as “closing market price per share of the business day on which the shares were last traded”.

6.
In the context of a repurchase of shares:
 
§
“issues of shares” should be construed as “repurchases of shares”; and
 
§
“issued shares as a % of existing issued share capital before relevant share issue” should be construed as “repurchased shares as a % of existing issued share capital before relevant share repurchase”.

7.
In the context of a redemption of shares:
 
§
“issues of shares” should be construed as “redemptions of shares”;
 
§
“issued shares as a % of existing issued share capital before relevant share issue” should be construed as “redeemed shares as a % of existing issued share capital before relevant share redemption”; and
 
§
“issue price per share” should be construed as “redemption price per share”.

8. 
The closing balance date is the date of the last relevant event being disclosed.
 
 
 
 
 
For Main Board listed issuers

II.
 
A.   Purchase report
 
 
  
Trading date
  
Number of securities purchased
  
Method of purchase
(Note)
  
Price per share or highest price paid $
  
Lowest price paid $
  
Total paid $
  
                       
Dec. 28, 2011
  
1,055,000
  
On the Exchange
  
HK$13.70
  
HK$13.62
  
HK$14,415,309
  
                       
Total
  
1,055,000
              
HK$14,415,309
  
   
B.   Additional information for issuer whose primary listing is on the Exchange
  
   
1.    Number of such securities purchased on the Exchange in the year to date (since ordinary resolution)
   (a)
16,074,000
  
         
2.     % of issued share capital at time ordinary resolution passed acquired on the Exchange since date of resolution
    
0.0360%
  
         
                        ( (a) x 100 )                          
issued share capital (44,669,199,984)
        
         
We hereby confirm that the repurchases set out in A above which were made on the Exchange were made in accordance with the Listing Rules and that there have been no material changes to the particulars contained in the Explanatory Statement dated  April 7, 2011 which has been filed with the Exchange. We also confirm that any purchases set out in A above which were made on another stock exchange were made in accordance with the domestic rules applying to purchases made on that other exchange.
  

 
 Note to Section II:
Please state whether on the Exchange, on another stock exchange (stating the name of the exchange), by private arrangement or by general offer.

Submitted by: 
Zhong Hua
 
(Name)
 
 Title: 
Authorised Officer
 
(Director, Secretary or other duly authorised officer)