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 May 12, 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.)
I. NOTICE OF ANNUAL GENERAL MEETING
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[LOGO OMITTED]
CNOOC Limited
[CHINESE CHARACTERS OMITTED]
(Incorporated in Hong Kong with limited liability)
(Stock code: 883)
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of CNOOC Limited (the
"Company") will be held on 14 June, 2004 at 10:30 a.m. at Island Shangri-la
Hong Kong, Two Pacific Place, Supreme Court Road, Hong Kong for the following
purposes:
As Ordinary Business:
1. To receive and consider the Audited Accounts for the year ended 31
December 2003 together with the Reports of the Directors and the Auditors
thereon.
2. To re-elect and elect Directors. The Directors to be re-elected or
elected are as follows:
(1) Shouwei ZHOU
Mr. Zhou, aged 53, has been a Director of the Company since
September 1999. Mr. Zhou received a doctorate degree from the
Southwest China Petroleum Institute and is a senior engineer. He was
appointed as a Director and Executive Vice President of the Company
in September 1999 and is responsible for the management and
operation of CNOOC China Limited. Mr. Zhou was appointed the
President of the Company in August 2002. Mr. Zhou is also a Vice
President of China National Offshore Oil Corporation ("CNOOC"). Mr.
Zhou was the Deputy General Manager and later promoted to General
Manager of China Offshore Oil Bohai Corporation, a subsidiary of
CNOOC. With effect from 14 January 2004, Mr. Zhou was appointed the
Director and the Chairman of Offshore Oil Engineering Co. Ltd., a
listed company in Shanghai whose majority shareholder is CNOOC. He
joined CNOOC in 1982.
Mr. Zhou does not have any relationship with any other Director,
senior management, substantial shareholder or controlling
shareholder of the Company.
Mr. Zhou has personal interests in 6,650,000 shares of the Company
(taking into account the one-for five share split of the Company
announced on 17 March 2004) within the meaning of Part XV of the
Securities and Futures Ordinance.
Under Mr. Zhou's service contract, Mr. Zhou's emoluments comprise an
annual Salary of HK$1,880,000 subject to an annual increment as
determined by the board of Directors, but not exceeding 15% of his
then current salary. The emoluments of Directors were determined
with reference to their perception of the industry standards and the
prevailing market conditions.
(2) Kenneth S. COURTIS
Dr. Courtis, aged 58, is a Managing Director of Goldman Sachs and
Vice Chairman of Goldman Sachs Asia. He advises the firm on
economics and strategy throughout the Asia-Pacific region as well as
in Europe and North America. Dr. Courtis has won numerous prizes and
distinctions for his research and is a valued advisor on
international economic, financial and investment
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matters. He has lectured and written widely on the related fields of
international finance, macro-economic policy, global capital markets
and strategy. He is a prominently quoted commentator on global
economic, financial and political developments.
He serves on the international advisory boards of a variety of
leading international firms, public policy organizations and
universities. After graduating with honours from Glendon College in
Toronto, Dr. Courtis received a M.A. in international economics from
Sussex University, England, a M.B.A. in finance and strategy from
INSEAD (European Institute of Business Administration) and a
Doctorate, with honours and the highest distinction, from the
Institute of Economic and Political Studies in Paris. Prior to
joining Goldman Sachs, he served as Chief Asia Economist and
Strategist for Deutsche Bank.
Dr. Courtis was previously a member of the Company's International
Advisory Board ("IAB").
Dr. Courtis has been an Independent Non-Executive Director of the
Company since November 2002.
Dr. Courtis does not have any relationship with any other Director,
senior management, substantial shareholder or controlling
shareholder of the Company.
Dr. Courtis has personal interests in 1,150,000 shares of the
Company (taking into account the one-for five share split of the
Company announced on 17 March 2004) within the meaning of Part XV of
the Securities and Futures Ordinance.
There is no service contract between the Company and Dr. Courtis.
The emoluments of Directors were determined by the Board with
reference to their perception of the industry standards and the
prevailing market conditions.
(3) Erwin SCHURTENBERGER
Dr. Schurtenberger, aged 64, was the Ambassador of Switzerland to
the People's Republic of China, the Democratic People's Republic of
Korea and the Republic of Mongolia (1988-1995). He joined the Swiss
Foreign Services in 1969. Over the years, he held various diplomatic
positions in Bangkok, Hong Kong, Beijing and Tokyo. He also served
as the Ambassador of Switzerland to Iraq. He has been an independent
business advisor to various European multinationals, American groups
and humanitarian aid organizations. He was the President of the
Swiss-Asia Foundation. He serves on the Boards of ROBERT BOSCH
RBint. and its IAB, BUHLER GROUP Switzerland, FIRMENICH, TAIKANG
Life Insurance, WINTERTHUR Insurances (Asia). Dr. Schurtenberger is
also a senior advisor to the China Training Center for Senior
Personnel Management Officials. He received a Ph.D. Degree in
Economics and was trained in political science and philosophy. Dr.
Schurtenberger is presently Chairman of the Company's IAB.
Dr. Schurtenberger has been an Independent Non-Executive Director of
the Company since November 2002.
Dr. Schurtenberger does not have any relationship with any other
Director, senior management, substantial shareholder or controlling
shareholder of the Company.
Dr. Schurtenberger has personal interests in 1,150,000 shares of the
Company (taking into account the one-for five share split of the
Company announced on 17
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March 2004) within the meaning of Part XV of the Securities and
Futures Ordinance.
There is no service contract between the Company and Dr.
Schurtenberger. The emoluments of Directors were determined by the
Board with reference to their perception of the industry standards
and the prevailing market conditions.
(4) Evert HENKES
Mr. Henkes, aged 60, was the CEO of Shell's global chemical business
during 1998-2003. Since joining Shell in 1973, he served in various
executive positions worldwide, including Managing Director of Shell
Chemicals UK Ltd and a Managing Director of Shell UK, President of
Billiton Metals and Shell's Metals Co-ordinator, Shell's Chemicals
Co-ordinator and Director of Strategy & Business Services Shell
International Chemicals Ltd. He also had directorships in regional
and global industry bodies, including CEFIC and ICCA.
He is also a director of Tate & Lyle Plc, BPB Plc, Outokumpu Oy and
SembCorp Industries Ltd.
Mr. Henkes has been an Independent Non-Executive Director of the
Company since September 2003.
Mr. Henkes does not have any relationship with any other Director,
senior management, substantial shareholder or controlling
shareholder of the Company.
Mr. Henkes has personal interests in 1,150,000 shares of the Company
(taking into account the one-for five share split of the Company
announced on 17 March 2004) within the meaning of Part XV of the
Securities and Futures Ordinance.
There is no service contract between the Company and Mr. Henkes. The
emoluments of Directors were determined by the Board with reference
to their perception of the industry standards and the prevailing
market conditions.
3. To re-appoint the Auditors and to authorise the Directors to fix their
remuneration.
As Special Business, to consider and, if thought fit, to pass the
following as ordinary resolutions or special resolutions (as indicated
below):
ORDINARY RESOLUTIONS
I. "THAT:
(a) subject to paragraphs (b) and (c) below, the exercise by the
Directors during the Relevant Period (as hereinafter defined) of all
the powers of the Company to purchase shares in the capital of the
Company ("Shares") including any form of depositary receipts
representing the right to receive Shares on The Stock Exchange of
Hong Kong Limited (the "Stock Exchange") or any other stock exchange
recognised for this purpose by the Securities and Futures Commission
of Hong Kong and the Stock Exchange in accordance with all
applicable laws including the Hong Kong Code on Share Repurchases
and the Rules Governing the Listing of Securities on the Stock
Exchange as amended from time to time be and is hereby generally and
unconditionally approved;
(b) the aggregate nominal amount of Shares which may be purchased or
agreed conditionally or unconditionally to be purchased by the
Directors pursuant to the approval in paragraph (a) above shall not
exceed 10 percent of the aggregate
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nominal amount of the share capital of the Company in issue at the
date of passing this Resolution, and the said approval shall be
limited accordingly; and
(c) for the purpose of this Resolution:
"Relevant Period" means the period from the passing of this
Resolution until the earliest of:
(i) the conclusion of the next annual general meeting of the
Company;
(ii) the expiry of the period within which the next annual general
meeting of the Company is required by the Company's articles
of association (the "Articles of Association") or the
Companies Ordinance to be held; and
(iii) the revocation or variation of the authority given to the
Directors under this Resolution by ordinary resolution of the
Company's shareholders in general meeting."
II. "THAT:
(a) subject to paragraph (c) below, the exercise by the Directors during
the Relevant Period (as hereinafter defined) of all the powers of
the Company to allot, issue and deal with additional Shares and to
make or grant offers, agreements and options which might require the
exercise of such powers be and are hereby generally and
unconditionally approved;
(b) the approval in paragraph (a) shall authorise the Directors during
the Relevant Period to make or grant offers, agreements and options
which might require the exercise of such powers after the end of the
Relevant Period;
(c) the aggregate nominal amount of share capital allotted, issued and
dealt with or agreed conditionally or unconditionally to be
allotted, issued and dealt with (whether pursuant to an option or
otherwise) by the Directors pursuant to the approval in paragraph
(a), otherwise than pursuant to (i) a Rights Issue (as hereinafter
defined), (ii) the exercise of options granted under any share
option scheme adopted by the Company or (iii) any scrip dividend on
Shares in accordance with the Articles of Association, shall not
exceed the aggregate of (aa) 20 per cent. of the aggregate nominal
amount of the share capital of the Company in issue at the date of
passing this Resolution, plus (bb) (if the Directors are so
authorised by a separate ordinary resolution of the shareholders of
the Company) the aggregate nominal amount of share capital of the
Company repurchased by the Company subsequent to the passing of this
Resolution (up to a maximum equivalent to 10 per cent. of the
aggregate nominal amount of the share capital of the Company in
issue at the date of passing this Resolution), and the said approval
shall be limited accordingly; and
(d) for the purpose of this Resolution:
"Relevant Period" means the period from the passing of this
Resolution until the earliest of:
(i) the conclusion of the next annual general meeting of the
Company;
(ii) the expiry of the period within which the next annual general
meeting of the Company is required by the Articles of
Association or the Companies Ordinance to be held; and
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(iii) the revocation or variation of the authority given to the
Directors under this Resolution by ordinary resolution of the
Company's shareholders in general meeting; and
"Rights Issue" means an offer of shares open for a period fixed by
the Directors to holders of Shares on the register of members on a
fixed record date in proportion to their then holdings of such
Shares (subject to such exclusion or other arrangements as the
Directors may deem necessary or expedient in relation to fractional
entitlements or having regard to any legal or practical restrictions
or obligations under the laws of, or the requirements of, any
recognised regulatory body or any stock exchange in any territory
applicable to the Company) and an offer, allotment or issue of
shares by way of rights shall be construed accordingly."
III. "THAT the Directors be and are hereby authorised to exercise the powers
of the Company referred to in paragraph (a) of the Resolution numbered II
in the notice of this meeting in respect of the share capital of the
Company referred to in sub-paragraph (bb) of paragraph (c) of such
resolution."
SPECIAL RESOLUTION
IV. "THAT:
(a) Article 2(a) of the Company's Articles of Association be amended by
adding:
Immediately before the existing definition of "Auditors": "Associate
shall have the meaning ascribed to it under the Listing Rules as
amended from time to time."
Immediately before the existing definition of "Dividend" and
deleting the existing definition of "Clearing House": "Clearing
House shall mean a recognised clearing house within the meaning of
Part 1 of Schedule 1 to the Securities and Futures Ordinance
(Chapter 571) as amended from time to time"
Immediately before the existing definition of "month": "Listing
Rules means the Rules Governing the Listing of Securities on the
Stock Exchange of Hong Kong Limited as amended from time to time"
Immediately before the existing definition of "these Articles":
"Subsidiary and holding company shall have the meanings ascribed to
them under the Listing Rules"
(b) Article 15 of the Company's Articles of Association be amended by
adding at the end thereof:
"In any event, the Company shall, within 10 business days (being any
day on which a recognised stock market is open for the business of
dealing in securities) after the date on which a transfer of any of
its shares, debentures or debenture stock is lodged with the
Company, complete and have ready for delivery the certificates of
all shares, the debentures and the certificates of all debenture
stock so transferred, unless the conditions of issue of the shares,
debentures or debenture stock otherwise provide."
(c) Article 78 of the Company's Articles of Association be amended by
adding at the end thereof:
"Where a member is, under the Listing Rules, required to abstain
from voting on
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any particular resolution or restricted to voting only for or only
against any particular resolution, any votes cast by or on behalf of
such member in contravention of such requirement or restriction
shall not be counted."
(d) Article 97 of the Company's Articles of Association be amended by
deleting the following:
"No person other than a Director retiring at the meeting, shall,
unless recommended by the Directors for election, be eligible for
election as a Director at any general meeting unless not less than
seven (7) days before the date appointed for the meeting there shall
have been lodged at the Office or at the head office of the Company
a notice signed by a member (other than the person to be proposed)
duly qualified to attend and vote at the meeting for which such
notice is given of his intention to propose such person for election
and also a notice signed by the person to be proposed of his
willingness to be elected."
and replacing it with the following:
"No person other than a Director retiring at the meeting, shall,
unless recommended by the Directors for election, be eligible for
election as a Director at any general meeting unless there shall
have been lodged at the Office or at the head office of the Company
within the period referred to in the next succeeding sentence a
notice signed by a member (other than the person to be proposed)
duly qualified to attend and vote at the meeting for which such
notice is given of his intention to propose such person for election
and also a notice signed by the person to be proposed of his
willingness to be elected. The period for lodgement of such notices
shall commence on (and include) the day after the despatch of the
notice of meeting appointed for such election and end on (and
exclude) the date that is seven (7) days before the date appointed
for the meeting."
(e) Article 100 of the Company's Articles of Association be deleted and
replaced with the following:
"100. The Company may by ordinary resolution remove any Director
notwithstanding anything in these Articles or in any agreement
between him and the Company (but without prejudice to any right to
damages for termination of such agreement not in accordance with the
terms thereof), and may, if thought fit, by ordinary resolution
appoint another person in his stead. Special notice is required of a
resolution to remove a Director, or to appoint somebody in place of
a Director so removed at the meeting at which he is removed, in
accordance with the Ordinance. Any person so elected shall hold
office for such time only as the Director in whose place he is
elected would have held the office if he had not been removed."
(f) Article 103 be deleted and replaced with the following:
"103. No person other than a retiring Director shall, unless
recommended by the Board for re-election, be eligible for election
to the office of Director at any annual general meeting unless
notice in writing of the intention to propose that person for
election as a Director and notice in writing by that person of his
consent to be elected shall have been lodged at the Office or head
office of the Company. The period for lodgement of such notices
shall commence on (and include) the day after the despatch of the
notice of meeting appointed for such election and end on (and
exclude) the date that is seven (7) days before the date appointed
for the meeting."
(g) Article 104 of the Company's Articles of Association be amended by
deleting the
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following:
"A Director shall not be liable for the acts or defaults of any
alternate Director appointed by him"
and replacing it with the following:
"An alternate Director shall be responsible and liable for his own
acts, omissions and defaults. An alternate Director shall not be
deemed to be an agent of the Director who appoints him. The Director
who appoints the alternate Director shall not be vicariously liable
for any acts or omissions, including but not limited to any tort,
committed by or of the alternate Director while acting in the
capacity of alternate Director."
(h) Article 108 be deleted and replaced with the following:
"108. A Director shall not vote (nor shall he be counted in the
quorum) on any resolution of the Board in respect of any contract or
arrangement or proposal in which he is or any of his associates are
materially interested, and if he shall do so his vote shall not be
counted (nor shall he be counted in the quorum for that resolution),
but this prohibition shall not apply to any of the following
matters, namely:
(a) any contract or arrangement for the giving by the Company of
any security or indemnity to the Director or his associate(s)
in respect of money lent or obligations incurred or undertaken
by him or any of them at the request of or for the benefit of
the Company or any of its subsidiaries;
(b) any contract or arrangement for the giving by the Company of
any security or indemnity to a third party in respect of a debt
or obligation of the Company or any of its subsidiaries for
which the Director or his associate(s) has himself/themselves
assumed responsibility, or guaranteed or secured in whole or in
part whether alone or jointly;
(c) any contract or arrangement concerning an offer of the shares
or debentures or other securities of or by the Company or any
other company which the Company may promote or be interested in
for subscription or purchase where the Director or his
associate(s) is/are or is/are to be interested as a participant
in the underwriting or sub-underwriting of the offer;
(d) any contract or arrangement in which the Director or his
associate(s) is/are interested in the same manner as other
holders of shares or debentures or other securities of the
Company by virtue only of his/their interest in shares or
debentures or other securities of the Company;
(e) any contract or arrangement concerning any other company in
which the Director or his associate(s) is/are interested
whether directly or indirectly as an officer or executive or a
shareholder or in which the Director or his associate(s) is/are
beneficially interested in shares of that company other than a
company in which the Director and any of his associates are in
aggregate beneficially interested 5% or more of the issued
shares of any class of the equity share capital of such company
(or of any third company through which his interest or that of
his associates is derived) or of the voting rights (excluding
for the purpose of calculating such five per cent. interest any
indirect interest of such Director or his associates
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by virtue of an interest of the Company in such company);
(f) any proposal or arrangement for the benefit of employees of the
Company or its subsidiaries including the adoption,
modification or operation of a pension fund or retirement,
death or disability benefit scheme which relates both to
Directors, his associate(s) and employees of the Company or of
any of its subsidiaries and does not give in respect of any
Director, or his associate(s), as such any privilege or
advantage not generally accorded to the class of persons to
whom such scheme or fund relates;
(g) any proposal or arrangement concerning the adoption,
modification or operation of any employees' share scheme
involving the issue or grant of options over shares or other
securities by the Company to, or for the benefit of, the
employees of the Company or its subsidiaries under which the
Director or his associate(s) may benefit.
A company shall be deemed to be a company in which a Director and/or
his associate(s) owns 5% or more if and so long as (but only if and
so long as) he and/or his associate(s) (either directly or
indirectly) is/are the holders of or beneficially interested in 5%
or more of any class of the equity share capital of such company or
of the voting rights available to members of such company (or any
third company through which his/their interest or that of any of his
associates is derived) or of the voting rights of any class of
shares available to shareholders of the Company. For the purpose of
this paragraph there shall be disregarded any shares held by a
Director or his associate(s) as bare or custodian trustee and in
which he or any of them has no beneficial interest, any shares
comprised in a trust in which the interest of the Director or his
associate(s) is/are in reversion or remainder if and so long as some
other person is entitled to receive the income thereof, and any
shares comprised in an authorised unit trust scheme in which the
Director or his associate(s) is interested only as a unit holder and
any shares which carry no voting right at general meetings and
restrict dividend and return of capital rights.
Where a company in which a Director and/or his associate(s) holds 5%
or more of any class of the equity share capital of such company or
of the voting rights of any class of shares available to
shareholders of the Company is/are materially interested in a
transaction, then that Director shall also be deemed materially
interested in such transaction.
If any question shall arise at any meeting of the Board as to the
materiality of the interest of a Director (other than the Chairman
of the meeting) or as to the entitlement of any Director (other than
such Chairman) to vote or be counted in the quorum and such question
is not resolved by his voluntarily agreeing to abstain from voting
or not to be counted in the quorum, such question shall be referred
to the Chairman of the meeting and his ruling in relation to such
other Director shall be final and conclusive except in a case where
the nature or extent of the interest of the Director as known to
such Director has not been fairly disclosed to the Board. If any
question as aforesaid shall arise in respect of the Chairman of the
meeting such question shall be decided by a resolution of the Board
(for which purpose such Chairman shall not be counted in the quorum
and shall not vote thereon) and such resolution shall be final and
conclusive except in a case where the nature or extent of the
interest of such Chairman as known to such Chairman has not been
fairly disclosed to the Board."
(i) A new Article 159A be added after Article 159 as follows:
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"159A. Subject to Article 159 and the provisions of and so far as
may be permitted by the Ordinance, the Company may purchase and
maintain for any officer of the Company:
(i) insurance against any liability to the Company, a related
company or any other party in respect of any negligence,
default, breach of duty or breach of trust (save for fraud)
of which he may be guilty in relation to the Company or a
related company; and
(ii) insurance against any liability incurred by him in defending
any proceedings, whether civil or criminal, taken against him
for any negligence, default, breach of duty or breach of
trust (including fraud) of which he may be guilty in relation
to the Company or a related company.
In this Article 159A, "related company" in relation to the Company
means any company that is the Company's subsidiary or holding
company or a subsidiary of the Company's holding company."
By order of the Board
Cao Yunshi
Company Secretary
Hong Kong, 12 May 2004
Notes:
(1) Any member entitled to attend and vote at the above Meeting is entitled
to appoint one or more proxies to attend and, on a poll, vote in his
stead. A proxy need not be a member of the Company.
(2) In order to be valid, a form of proxy together with the power of attorney
or other authority (if any) under which it is signed, or a notarially
certified copy thereof, must be deposited at the Company's registered
office at 65th Floor, Bank of China Tower, 1 Garden Road, Hong Kong not
less than 48 hours before the time fixed for holding the above meeting.
Completion and return of a form of proxy will not preclude a member from
attending and voting in person if he is subsequently able to be present.
(3) In relation to the Ordinary Resolution set out in item I of the Notice,
the Directors wish to state that they have no immediate plans to
repurchase any existing shares. The Explanatory Statement containing the
information necessary to enable the shareholders to make an informed
decision on whether to vote for or against the resolution to approve the
repurchase by the Company of its own shares, as required by the Rules
Governing the Listing of Securities on The Stock Exchange of Hong Kong
Limited (the "Listing Rules"), will be set out in a separate letter from
the Company.
(4) In relation to the Ordinary Resolution set out in item II of the Notice,
the Directors wish to state that they have no immediate plans to issue
any new shares of the Company. Approval is being sought from the
shareholders as a general mandate for the purpose of Section 57B of the
Companies Ordinance and the Listing Rules.
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II. Explanatory Statement Relating to the General Mandate to Repurchase Shares
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IMPORTANT
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The Stock Exchange of Hong Kong Limited takes no responsibility for the
contents of this document, makes no representation as to its accuracy or
completeness and expressly disclaims any liability whatsoever for any loss
however arising from or in reliance upon the whole or any part of the contents
of this document.
If you are in any doubt as to any aspect of this document, you should consult
your stockbroker or other registered dealer in securities, bank manager,
solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your Shares in CNOOC Limited, you should
at once hand this document and the accompanying form of proxy to the purchaser
or transferee or to the bank, stockbroker or other agent through whom the sale
or transfer was effected for transmission to the purchaser or transferee.
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[LOGO OMITTED]
CNOOC LIMITED
[CHINESE CHARACTERS OMITTED]
(Incorporated in Hong Kong with limited liability)
(Stock Code:883)
Executive Directors: Registered Office:
Fu Chengyu 65th Floor
Jiang Longsheng Bank of China Tower
Zhou Shouwei 1 Garden Road
Luo Han Hong Kong
Independent Non-Executive Directors:
Chiu Sung Hong
Erwin Schurtenberger
Kenneth S. Courtis
Evert Henkes
12 May 2004
To the shareholders
Dear Sir or Madam,
EXPLANATORY STATEMENT RELATING TO
THE GENERAL MANDATE TO REPURCHASE SHARES
EXTENSION OF SHARE ISSUE MANDATE
AND
PROPOSED AMENDMENTS OF ARTICLES OF ASSOCIATION
This is the Explanatory Statement required to be sent to shareholders
under the Rules Governing the Listing of Securities on The Stock Exchange of
Hong Kong Limited (the "Listing Rules") in connection with the proposed
ordinary resolution set out in item I of the notice of annual general meeting
(the "AGM Notice") dated 12 May 2004 for the approval of the renewal
11
of the general mandate for repurchase of shares at the annual general meeting
to be held at Island Shangri-la Hong Kong, Two Pacific Place, Supreme Court
Road, Hong Kong on 14 June 2004 at 10:30 a.m. (the "AGM"). Reference in this
document to "Shares" means share(s) of all classes in the share capital of
CNOOC Limited (the "Company").
EXERCISE OF THE REPURCHASE MANDATE
The Directors believe that the flexibility afforded by the mandate
granted to them if the Ordinary Resolution set out in item I of the AGM Notice
(the "Repurchase Mandate") is passed would be beneficial to the Company.
It is proposed that up to 10 per cent. of the issued and fully paid up
Shares on the date of the passing of the resolution to approve the Repurchase
Mandate may be repurchased. As at 7 May 2004, being the latest practicable
date for ascertaining certain information referred to in this document prior
to the printing of this document (the "Latest Practicable Date"),
41,070,828,275 Shares were issued. Subject to the passing of the Ordinary
Resolution set out in item I of the AGM Notice and on the basis that no Shares
are issued or repurchased by the Company between the Latest Practicable Date
and the date of the AGM, the Directors would be authorised to repurchase up to
4,107,082,827 Shares during the period up to the date of the next annual
general meeting in 2005, or the expiration of the period within which the next
annual general meeting of the Company is required by law or the articles of
association of the Company to be held, or the revocation or variation of the
Repurchase Mandate by an ordinary resolution of the shareholders at a general
meeting of the Company, whichever of these three events occurs first.
REASONS FOR REPURCHASES
Repurchases of Shares will only be made when the Directors believe that
such a repurchase will benefit the Company and its shareholders. Such
repurchases may, depending on the market conditions and funding arrangements
at the time, lead to an enhancement of the net asset value and/or earnings per
Share of the Company.
FUNDING OF REPURCHASES
Repurchases pursuant to the Repurchase Mandate would be financed entirely
from the Company's available cash flow or working capital facilities. Any
repurchases will be made out of funds of the Company legally permitted to be
utilised in this connection in accordance with its memorandum and articles of
association, the Listing Rules and applicable laws and regulations of Hong
Kong.
There might be a material adverse impact on the working capital or
gearing position of the Company (as compared with the position disclosed in
its most recently published audited accounts for the year ended 31 December
2003 dated 15 March 2004) in the event that the Repurchase Mandate is
exercised in full. However, the Directors do not propose to exercise the
Repurchase Mandate to such an extent as would, in the circumstances, have a
material adverse effect on the working capital requirements of the Company or
the gearing levels which in the opinion of the Directors are from time to time
appropriate for the Company.
DISCLOSURE OF INTERESTS
None of the Directors, and to the best of their knowledge, having made
all reasonable enquiries, none of their associates (as defined in the Listing
Rules), have any present intention, if the Repurchase Mandate is approved by
the shareholders, to sell any Shares to the Company or its subsidiaries.
No connected persons (as defined in the Listing Rules) have notified the
Company that they have a present intention to sell Shares to the Company, nor
have undertaken not to do so, if the Company is authorised to make purchase of
Shares.
12
DIRECTORS' UNDERTAKING
The Directors have undertaken to The Stock Exchange of Hong Kong Limited
(the "Stock Exchange") that, so far as the same may be applicable, they will
exercise the Repurchase Mandate in accordance with the Listing Rules and the
applicable laws of Hong Kong.
SHARE REPURCHASE MADE BY THE COMPANY
No repurchases of Shares have been made by the Company during the last
six months (whether on the Stock Exchange or otherwise) from the Latest
Practicable Date.
TAKEOVERS CODE CONSEQUENCES
If as a result of a repurchase of Shares by the Company, a shareholder's
proportionate interest in the voting rights of the Company increases, such
increase will be treated as an acquisition for the purpose of the Hong Kong
Code on Takeovers and Mergers (the "Takeovers Code"). As a result, a
shareholder, or a group of shareholders acting in concert, depending on the
level of increase of its or their shareholding, could obtain or consolidate
control of the Company and become obliged to make a mandatory offer in
accordance with Rules 26 and 32 of the Takeovers Code.
As at the Latest Practicable Date, the immediate controlling shareholder
of the Company, CNOOC (BVI) Limited ("CNOOC BVI"), was recorded in the
register required to be kept by the Company under section 336(1) of the
Securities and Futures Ordinance as having an interest in 29,000,000,000
Shares, representing approximately 70.61 per cent. of the issued share capital
of the Company as at that date. CNOOC BVI is a wholly owned subsidiary of
Overseas Oil & Gas Corporation, Ltd., which in turn is a wholly owned
subsidiary of China National Offshore Oil Corporation. If the Repurchase
Mandate is exercised in full, CNOOC BVI will be interested in approximately
78.46 per cent. of the reduced issued share capital of the Company. The
Directors are not aware of any consequences that may arise under the Takeovers
Code of such repurchase. The Directors have no intention of exercising the
power to repurchase Shares pursuant to the Repurchase Mandate to such extent
as would result in the level of shareholdings in the Company held by public
shareholders falling below 25%.
MARKET PRICES
The highest and lowest prices at which the Shares have traded on the
Stock Exchange during each of the previous twelve months preceding the Latest
Practicable Date were (taking into account the one-for-five Share split which
was announced on 17 March 2004):
Price per Share
Highest Lowest
2003 HK$ HK$
May 2.38 1.99
June 2.35 2.10
July 2.80 2.23
August 2.94 2.45
September 2.96 2.43
October 2.99 2.61
November 3.20 2.86
December 3.60 3.00
2004
January 3.40 2.98
February 3.33 3.08
March 3.425 3.05
13
April 3.40 2.675
EXTENSION OF SHARE ISSUE MANDATE
As part of the Ordinary Resolution set out in item II of the AGM Notice
for the approval of the renewal of the general mandate for the issuance and
allotment of Shares (the "Share Issue Mandate"), it will also be proposed at
the AGM that the Directors to increase the maximum number of new Shares which
may be issued under the Share Issue Mandate by adding to it the nominal amount
of any Shares repurchased pursuant to the Repurchase Mandate (the "Extension
of the Share Issue Mandate"). In particular, it is proposed that the aggregate
nominal amount of share capital issued and allotted, otherwise than pursuant
to a Rights Issue (as hereinafter defined), the exercise of options granted
under any share option scheme adopted by the Company or any scrip dividend on
Shares in accordance with the articles of association, shall not exceed the
aggregate of (i) 20 per cent. of the aggregate nominal amount of the share
capital of the Company in issue at the date of passing the resolution of the
Share Issue Mandate, plus (ii) the aggregate nominal amount of share capital
of the Company repurchased by the Company pursuant to the Repurchase Mandate
passed at the AGM.
For this purpose, "Rights Issue" means an offer of shares open for a
period fixed by the Directors to holders of Shares on the register of members
on a fixed record date in proportion to their then holdings of such Shares,
subject to such exclusion or other arrangements as the Directors may deem
necessary or expedient in relation to fractional entitlements or having regard
to any legal or practical restrictions or obligations under the laws of, or
the requirements of, any recognised regulatory body or any stock exchange in
any territory applicable to the Company.
AMENDMENTS OF THE ARTICLES OF ASSOCIATION
The Company also proposes to amend the articles of association of the
Company ("Articles of Association") in order to reflect the recent amendments
to the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) and the
Listing Rules which came into effect on 13 February 2004 and 31 March 2004
respectively. The proposed amendments to the Articles of Association are
subject to the approval of the shareholders of the Company by way of passing a
special resolution at the AGM. Details of the proposed amendments of the
Articles of Association are set out in the notice of the AGM. The proposed
amendments to the Articles of Association include the following provisions:
(a) new definition of "associate" under the Listing Rules is introduced
(Article 2(a));
(b) where any member is, under the Listing Rules, required to abstain
from voting on any particular resolution or restricted to voting
only for or only against any particular resolution, any votes cast
by or on behalf of such member in contravention of such requirement
or restriction shall not be counted (Article 78);
(c) the period for lodgement by shareholders of the notice to nominate a
director shall commence on the day after the despatch of the notice
of the general meeting appointed for such election and end on the
date that is seven (7) days prior to the date of such general
meeting (Articles 97, 103); and
(d) directors of the Company shall abstain from voting on any board
resolution approving any matter in which they or any of their
associates have a material interest and are not to be counted
towards the quorum of the relevant board meeting except otherwise
provided in the Articles of Association (Article 108).
RECOMMENDATION
The Directors are of the opinion that the grant of the Repurchase
Mandate, the Share Issue Mandate, the Extension of the Share Issue Mandate and
the amendments to the Articles of
14
Association are in the best interests of the Company and its shareholders.
Accordingly, the Directors recommend shareholders to vote in favour of the
relevant resolutions to be proposed at the AGM. Details of the poll procedures
are set out in Appendix I to this letter.
Yours faithfully
On behalf of the Board of
CNOOC Limited
FU Chengyu
Chairman
15
------------------------------------------------------------------------------
APPENDIX I
------------------------------------------------------------------------------
Articles 69 to 72 of the Association set out the procedures under which a
poll may be demanded.
At any general meting a resolution put to the vote of the meeting shall
be decided on a show of hands unless (before or on the declaration of the
result of the show of hands or on the withdrawal of any other demand for a
poll) a poll is demanded by:-
(i) the Chairman of the meeting; or
(ii) at least three members present in person (or in the case of a
member being a corporation, by its duly authorised representative)
or by proxy and entitled to vote at the meeting; or
(iii) any member or members present in person (or in the case of a
member being a corporation, by its duly authorised representative)
or by proxy and representing in the aggregate not less than
one-tenth of the total voting rights of all members having the
right to attend and vote at the meeting; or
(iv) any member or members present in person (or in the case of a
member being a corporation, by its duly authorised representative)
or by proxy and holding shares conferring a right to attend and
vote at the meeting on which there have been paid up sums in the
aggregate equal to not less than one-tenth of the total sum paid
up on all shares conferring that right.
Unless a poll is so demanded and the demand is not withdrawn, a
declaration by the Chairman that a resolution has, on a show of hands, been
carried unanimously or by a particular majority or lost shall be final and
conclusive, and an entry to that effect in the minute book of the Company
shall be conclusive evidence of the fact without proof of the number or
proportion of the votes recorded for or against such resolution.
A demand for a poll may be withdrawn only with the approval of the
Chairman of the meeting, at any time before the close of the meeting or the
taking of the poll, whichever is earlier. If a poll be directed or demanded in
the manner (including the use of ballot or voting papers or tickets) above
mentioned it shall (subject to the provisions of Article 72 hereof) be taken
at such time (being not later than thirty days after the date of the demand)
and in such manner as the Chairman of the meeting amy appoint. No notice need
be given of a poll not taken immediately. The result of such poll shall be
deemed for all purposes to be the resolution of the meeting at which the poll
was so directed or demanded.
In the case of an equality of votes at any general meeting, whether upon
a show of hands or on a poll, the Chairman of the meeting shall be entitled to
a second or casting vote.
A poll demanded upon the election of a Chairman or upon a question of
adjournment shall be taken forthwith. Any business, other than that upon which
a poll has been demanded, may be proceeded with pending the taking of the
poll.
16
III. Form of Proxy
------------------
[LOGO OMITTED]
CNOOC LIMITED
[CHINESE CHARACTERS OMITTED]
(Incorporated in Hong Kong with limited liability)
Form of Proxy for the Annual General Meeting to be held on 14 June 2004
I/We (Note 1) _______________________________________________________________
of __________________________________________________________________________
being the registered holder(s) of shares(note 2) of HK$0.02 each in the share
capital of the above-named Company HEREBY APPOINT THE CHAIRMAN OF THE MEETING
(Note 3) or _________________________________________________________________
of __________________________________________________________________________
as my/our proxy to attend and act for me/us at the Annual General Meeting (and
any adjournment thereof) of the said Company to be held at Island Shangri-la
Hong Kong, Two Pacific Place, Supreme Court Road, Hong Kong on 14 June 2004 at
10:30 a.m. for the purposes of considering and, if thought fit, passing the
Resolutions as set out in the Notice of Annual General Meeting and at such
Meeting (and at any adjournment thereof) to vote for me/us and in my/our
name(s) in respect of the Resolutions as indicated below (Note 4).
---------------------------------------------------------------------------- -------------------------- --------------------------
ORDINARY RESOLUTIONS FOR(Note 4) AGAINST(Note 4)
---------------------------------------------------------------------------- -------------------------- --------------------------
1. To receive and consider the Audited Accounts for the year ended 31
December 2003 together with the Reports of the Directors and the
Auditors thereon.
---------------------------------------------------------------------------- -------------------------- --------------------------
2. (i) To re-elect Mr. Shouwei Zhou as Executive Director; (i) (i)
---------------------------------------------------------------------------- -------------------------- --------------------------
(ii) To re-elect Professor Kenneth S. Courtis as Independent (ii) (ii)
Non-Executive Director;
---------------------------------------------------------------------------- -------------------------- --------------------------
(iii) To re-elect Dr. Erwin Schurtenberger as Independent (iii) (iii)
Non-Executive Director;
---------------------------------------------------------------------------- -------------------------- --------------------------
(iv) To elect Mr. Evert Henkes as Independent Non-Executive (iv) (iv)
Director.
---------------------------------------------------------------------------- -------------------------- --------------------------
3. To re-appoint Ernst & Young as the Company's auditors and to
authorise the Directors to fix their remuneration.
---------------------------------------------------------------------------- -------------------------- --------------------------
I. To grant a general mandate to the Directors to repurchase shares in
the Company not exceeding 10% of the aggregate nominal amount of the
existing issued share capital.
---------------------------------------------------------------------------- -------------------------- --------------------------
II. To grant a general mandate to the Directors to issue, allot and deal
with additional shares in the Company not exceeding 20% of the
existing issued share capital.
---------------------------------------------------------------------------- -------------------------- --------------------------
III. To extend the general mandate granted to the Directors to issue,
allot and deal with shares by the number of shares repurchased.
---------------------------------------------------------------------------- -------------------------- --------------------------
SPECIAL RESOLUTION
---------------------------------------------------------------------------- -------------------------- --------------------------
IV. To amend the articles of association of the Company.
---------------------------------------------------------------------------- -------------------------- --------------------------
----------------------------------------------------------------------------------------------------------------------------------
Dated this day of 2004 Signed (Note 5)
----------------- --------------------------- -----------------------------------------
Notes:
1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2. Please insert the number of shares registered in your name(s) to which
this proxy relates. If no number is inserted, this form of proxy will be
deemed to relate to all the shares in the Company registered in your
name(s).
17
3. If any proxy other than the Chairman is preferred, strike out the words
"THE CHAIRMAN OF THE MEETING" and insert the name and address of the
proxy desired in the space provided. A member may appoint one or more
proxies to attend and vote in his stead. ANY ALTERATION MADE TO THIS FORM
OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE
BOXES MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE
APPROPRIATE BOXES MARKED "AGAINST". Failure to complete any or all the
boxes will entitle your proxy to cast his votes at his discretion. Your
proxy will also be entitled to vote at his discretion on any resolution
properly put to the Meeting other than those referred to in the Notice of
Annual General Meeting.
5. This form of proxy must be signed by you or your attorney duly authorised
in writing or, in the case of a corporation, must be either executed
under its common seal or under the hand of an officer or attorney or
other person duly authorised to sign the same.
6. In the case of joint holders of any share, any one of such joint holders
may vote at the Meeting, either personally or by proxy, in respect of
such shares as if he were solely entitled thereto. However, if more than
one of such joint holders is present at the Meeting, personally or by
proxy, the vote of the joint holder whose name stands first in the
Register of Members and who tenders a vote, whether in person or by
proxy, will be accepted to the exclusion of the votes of the other joint
holder(s).
7. To be valid, this form of proxy together with the power of attorney (if
any) or other authority under which it is signed (if any) or a notarially
certified copy thereof, must be deposited at the Company's registered
office at 65th Floor, Bank of China Tower, 1 Garden Road, Hong Kong not
less than 48 hours before the time for holding the Meeting or any
adjournment thereof (as the case may be).
8. The proxy need not be a member of the Company but must attend the Meeting
in person to represent you.
9. Completion and delivery of the form of proxy will not preclude you from
attending and voting at the Meeting if you so wish. In such event, the
instrument appointing a proxy shall be deemed to be revoked.
18
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
-----------------------------
Name: Cao Yunshi
Title: Company Secretary
Dated: May 12, 2004
19