SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
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REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For March 19, 2004
CNOOC Limited
(Translation of registrant's name into English)
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65th Floor
Bank of China Tower
One Garden Road
Central, Hong Kong
(Address of principal executive offices)
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(Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F)
Form 20-F X Form 40-F
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(Indicate by check mark whether the registrant by furnishing the information
contained in this Form 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
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(If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): N/A.)
CNOOC ANNOUNCES RESULTS OF EXTRAORDINARY GENERAL MEETING
REGARDING SUBDIVISION OF SHARES
The Stock Exchange of Hong Kong Limited takes no responsibility for the
contents of this announcement, makes no representation as to its accuracy or
completeness and expressly disclaims any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of the
contents of this announcement.
CNOOC LIMITED
(Incorporated in Hong Kong with limited liability)
RESULTS OF EXTRAORDINARY GENERAL MEETING
REGARDING SUBDIVISION OF SHARES
The board of directors (the Board) of CNOOC Limited (the Company) announces
that its shareholders have approved the proposal that each of the existing
issued and unissued shares of HK$0.10 each in the share capital of the Company
be subdivided into five shares of HK$0.02 each (Subdivided Shares) in the
capital of the Company (Share Subdivision) at the extraordinary general
meeting held on 16 March 2004.
Reference is made to the announcement of the Company dated 26 January 2004
(the Announcement) and the circular to the Company's shareholders dated 11
February 2004 (the Circular) containing information on the proposed Share
Subdivision and the notice convening an extraordinary general meeting of the
Company on 16 March 2004 to consider the resolution to approve the Proposed
Share Subdivision. Unless otherwise defined, terms used in this announcement
shall have the same meaning as in the Circular.
Shareholders' Approval
The Board is pleased to announce that at the extraordinary general meeting of
the Company held on 16 March 2004, the shareholders of the Company approved by
ordinary resolution that every one issued and unissued share of HK$0.10 each
in the capital of the Company as at 16 March 2004 be subdivided into five
shares of HK$0.02 each in the capital of the Company effective as of 17 March
2004 and that the board of directors of the Company is authorized to do all
things and execute all documents in connection with or incidental to such
subdivision. Voting on the resolution was undertaken by way of poll, with
6,723,597,233 shares (representing 99.9888% of the 6,724,349,559 shares
present and voting at the meeting) voted in favor and 752,326 shares
(representing 0.0112% of the 6,724,349,559 shares present and voting at the
meeting) voted against.
Trading Arrangements for Subdivided Shares
Effective from 17 March 2004 to 30 March 2004 (both days inclusive), a
temporary counter under stock code 2998 will be established for trading in
board lots of 2,500 Subdivided Shares each to replace the previous counter
(stock code: 883). The timetable has been set out in the Circular and remains
unchanged.
Correction of typographical errors in the Announcement and the Circular
The Company would also like to draw Shareholders' attention to a minor
typographical error in the Announcement and the Circular. The Announcement
under the heading "Share Subdivision" and page 3 of the Circular under the
heading "2. Proposal for Subdivision of Shares" stated that "the authorised
share capital of the Company is HK$15,000,000,000.00 which is divided into
150,000,000,000 Shares, of which 8,214,165,655
Shares are in issue. Immediately upon completion of the Share Subdivision, the
authorised share capital of the Company will be HK$15,000,000,000.00
comprising 750,000,000,000 Subdivided Shares, of which 41,070,828,275
Subdivided Shares will be in issue and fully paid". This should in fact read,
"the authorised share capital of the Company is HK$1,500,000,000.00 which is
divided into 15,000,000,000 Shares, of which 8,214,165,655 Shares are in
issue. Immediately upon completion of the Share Subdivision, the authorised
share capital of the Company will be HK$1,500,000,000.00 comprising
75,000,000,000 Subdivided Shares, of which 41,070,828,275 Subdivided Shares
will be in issue and fully paid".
By order of the Board
CNOOC Limited
Cao Yunshi
Company Secretary
Hong Kong, 16 March 2004
End
Notes to Editors:
CNOOC LIMITED - BACKGROUND
Incorporated in Hong Kong in August 1999, CNOOC Limited (SEHK: 883; NYSE: CEO)
is the dominant producer of crude oil and natural gas offshore China. CNOOC
Limited is also one of the largest independent crude oil and gas exploration
and production companies in the world.
As of December 31, 2003, its net proved reserves were 2.1 billion
barrels-of-oil equivalents and its net production averaged 356,729 BOE per
day.
CNOOC Limited is currently engaged in exploration, development and production
in 4 major areas offshore China, which covers Bohai Bay, Western South China
Sea, Eastern South China Sea and East China Sea. The Company is also one of
the largest offshore crude producer in Indonesia.
The Company has about 2,447 employees.
CNOOC LIMITED - RELATIONSHIP WITH ITS PARENT COMPANY
CNOOC Limited, incorporated in Hong Kong, is a 70.6% held subsidiary of China
National Offshore Oil Corporation ("CNOOC"). CNOOC Limited is the sole vehicle
through which CNOOC carries out oil and gas exploration, development,
production and selling activities offshore China and internationally.
CNOOC, the parent company, is involved in the administrative, research, and
services functions for the China offshore petroleum industry as well as other
mid- or downstream petroleum projects.
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This press release contains statements that are not historical facts,
including statements about beliefs and expectations of the directors of CNOOC
Limited (the Company). These forward-looking statements are based on current
plans, estimates and projections, and therefore you should not place undue
reliance on them. Forward-looking statements speak only as of the date they
are made, and the directors of the Company undertake no obligation to update
publicly any of them in light of new information or future events.
Forward-looking statements involve inherent risks and uncertainties. You are
cautioned that a number of important factors could cause actual results to
differ materially from those contained in any forward-looking statement. Such
factors include, but are not limited to, changes in PRC economic, political
and social conditions as well as government policies.
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For further inquiries, please contact:
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Mr. Xiao Zongwei Ms Anne Lui/Ms. Maggie Chan/Ms. Carol Chan
CNOOC Limited Ketchum Newscan Public Relations
Tel: +86 10 8452 1646 Tel: 852-3141-8016/852-3141-8063/852-3141-8091
Fax: +86 10 8452 1441 Fax: 852-2510-8199
E-mail: xiaozw@cnooc.com.cn E-mail: anne.lui@knprhk.com
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carol.chan@knprhk.com
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maggie.chan@knprhk.com
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be issued on its
behalf by the undersigned, thereunto duly authorized.
CNOOC Limited
By: /s/ Cao Yunshi
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Name: Cao Yunshi
Title: Company Secretary
Dated: March 19, 2004