[____________________ FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 For Depositary Shares Evidenced by American Depositary Receipts ___________________ CNOOC LIMITED (Exact name of issuer of deposited securities as specified in its charter) n/a Hong Kong (Jurisdiction of incorporation or organization of issuer) JPMORGAN CHASE BANK, N.A. (Exact name of depositary as specified in its charter) 4 New York] [J.P.Morgan AMENDMENT NO. 2, W I T N E S S E T H WHEREAS, the Company and the Depositary executed the Deposit Agreement for the purposes set forth therein; and NOW, THEREFORE, ARTICLE I DEFINITIONS SECTION 1.01. Definitions ARTICLE II AMENDMENTS TO DEPOSIT AGREEMENT SECTION 2.01. SECTION 2.02. 1 J.P.Morgan SECTION 2.03. Notwithstanding any other provision of this Deposit] [Ziegler, Ziegler & Associates LLP Counselors at Law 570 Lexington Avenue, Suite 2405 New York, New York 10022 (212) 319-7600 Telecopier (212) 319-7605 March 17, 2016 JPMorgan Chase Bank, N.A., as Depositary 4 New York Plaza, Floor 12 New York, New York 10004 American Depositary Shares evidenced by American Depositary Receipts for deposited shares of CNOOC Limited Dear Sirs: The] [Certification under Rule 466 The depositary, JPMorgan Chase Bank, N.A., represents and certifies the following: (1) That it previously had filed a registration statement on Form F-6 (CNOOC Limited, 333-10954) that the Commission declared effective, with terms of deposit identical to the terms of deposit of this registration statement. (2) That its ability to designate the date and time of]