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 August 26, 2004
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 Form 20-F or Form 40-F)
Form 20-F X Form 40-F
------------- -------------
(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
------------- -------------
(If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): N/A.)
[COMPANY LOGO OMITTED]
CNOOC Limited
(Translation of registrant's name into English)
(Incorporated in Hong Kong with limited liability under the
Companies Ordinance)
(Stock Code: 883)
ANNOUNCEMENT OF 2004 INTERIM RESULTS (UNAUDITED)
----------------------------------------------------------------------------------------------------------
FINANCIAL AND BUSINESS SUMMARY
% change over
First half of 2004 first half of 2003
Total net production of oil and gas 365,771 barrels-of- 3.7%
oil-equivalent per day
Consolidated turnover RMB24.32 billion 35.8%
Consolidated net profit RMB7.04 billion 11.2%
Basic and diluted earnings per share* RMB0.17 11.2%
Interim dividend* HK$0.03 per share 7.1%
Special interim dividend* HK$0.05 per share 38.9%
* Adjusted for subdivision effected on 17 March 2004
----------------------------------------------------------------------------------------------------------
Chairman's Statement
During the first half of 2004, we continued to maintain our momentum with an
increase in oil and gas production. Benefiting from the strong international
oil prices, we saw a significant growth in oil and gas revenues, leading to a
record-high level of interim unaudited net profit. In May, we continued to
implement our natural gas strategy by completing the acquisition of additional
equity interests in the Tangguh LNG Project in Indonesia. From May to July, we
repurchased some of our listed shares. By doing so, we hope it helped some of
our shareholders to realize the value of their investments as well as helped
increase our shareholder's value generally. In addition, we maintained an
active exploration program during the period, resulting in a number of
successful discoveries and appraisals. Our oil and gas development projects
also proceeded on schedule.
Operations Review
For the six months ended 30 June 2004, we maintained a stable production
growth. Our oil and gas production reached 365,771 barrels-of-oil-equivalent
(BOE) per day, representing an increase of 3.7% over the same period in 2003.
2
Net crude oil production reached 306,730 barrels per day, roughly the same as
the first half of last year; net natural gas production amounted to 341.5
million cubic feet per day, representing an increase of 29.8% over the same
period in 2003, which reflected an accelerating growth rate for our natural
gas production.
During the first half of 2004, our total net oil and gas production reached
58.2 million BOE offshore China, representing an increase of 9.0% over the
same period last year. Due to high oil prices our net entitlement production
in Indonesia recorded lower volume, amounting to 8.4 million BOE. Overall, we
achieved a total net oil and gas production of 66.6 million BOE in the first
half of 2004.
Our realized oil price in the first half of 2004 was US$32.18 per barrel, up
12.7% from the corresponding period last year. Our realized natural gas price
in the first half of 2004 was US$2.87 per thousand cubic feet.
Owing to the stable production growth and strong oil prices, our oil and gas
sales reached RMB16.03 billion during the first half of this year,
representing an increase of 13.0% compared to RMB14.18billion during the same
period last year. Coupled with revenues from trading and other activities, we
achieved total revenue of RMB24.32 billion during the first half of 2004,
representing a significant increase of 35.8% from the RMB17.90 billion
achieved during the first half of last year. Our profit before tax for the
first half of 2004 was RMB10.26 billion, up 17.4% from RMB8.74 billion for the
first half of 2003, and our net profit was RMB7.04 billion during the first
half of 2004, representing an increase of 11.2% compared to RMB6.33 billion
during the first half of 2003 . Our basic and diluted earnings per share for
the first half of 2004 were RMB0.17. According to our dividend policy and
considering the future trend of the oil prices, current cash position and
future needs of capital investment, the board of directors has decided to
declare and pay an interim dividend of HK$0.03 per share and a special interim
dividend of HK$0.05 per share.
During the first half of 2004, we recorded three oil discoveries through ours
successful exploration activities, all of which were independent crude oil
discoveries, namely Bozhong 34-1 (No. 4), Bozhong 34-1 (No. 5) and Huizhou
26-3. It is worth noting that Bozhong 34-1 (No. 4) was both discovered and
appraised during the same period. In addition, we completed appraisals of
eight discoveries during the first half of 2004. These eight discoveries were
Jinzhou 25-1S (oil and gas), Bozhong 34-1-3, Bozhong 34-1 (No. 4), Qinhuangdao
33-1, Weizhou 12-1 and Liuhua 19-5 (gas) (all of which were our independent
discoveries), Penglai 14-3 and Weizhou 12-8 (both of which were discoveries
made by our PSC partners).
During this period, we continued to focus on the development of our oil and
gas fields. Oilfields WZ12-1N, Qikou 18-2 and Caofeidian 11-1/2 are already on
stream. The Bonan gas fields were on trial run and are expected to be on
stream soon. Bozhong 25-1S and Huizhou 19-3/2 oilfields will be on stream in
the second half of 2004. In addition, Luda 10-1, Nanbao 35-2 and Xihu Trough
Chunxiao projects are also proceeding on schedule.
Health, safety and environmental protection have always been of high priority
on our agenda. During the first half of 2004, we managed to keep our
recordable accident rate and our work hours lost rate at very low levels,
which were 0.21 and 0.07, respectively.
Outlook
3
At present, international and local environment as well as the market
conditions are having a positive impact on our operations. During the second
half of 2004, we will continue to work hard and maximize shareholders' return.
We will also continue to implement our development strategy to achieve
production and operations targets for the year. Our key tasks in the second
half of the year include:
-- Keep our focus steady on attaining our oil and gas production targets for
the year, while strengthening cost control on our exploration, production
and other operations to maintain our competitive cost structure.
-- Continue our active exploration program in offshore China and optimize
our exploration plans and targets, to increase our reserves.
-- Closely monitor the progress and quality of our existing exploration and
production projects, notably the Bozhong 25-1/S and Huizhou 19-3/2
projects which will be on stream during the second half of the year, to
meet our development targets.
-- Continue to keep health, safety and environmental protection our top
priorities.
Fu Chengyu
Chairman and Chief Executive Officer
Hong Kong, 25 August 2004
4
INTERIM RESULTS
The Board of Directors of CNOOC Limited (the "Company") is pleased to announce
the unaudited interim results of the Company and its subsidiaries (the
"Group") for the six months ended 30 June 2004 (the "Period") as follows:
CONSOLIDATED INCOME STATEMENT
For the six months ended 30 June 2004
(All amounts expressed in thousands of Renminbi, except per share data)
Six months ended 30 June
--------------------------------------------
Notes 2004 2003
(unaudited) (unaudited)
REVENUE
Oil and gas sales 16,027,545 14,184,773
Marketing revenue 8,223,351 3,582,015
Other income 69,742 137,369
------------ -----------
24,320,638 17,904,157
------------ -----------
EXPENSES
Operating expenses (2,094,917) (1,973,851)
Production taxes (726,667) (614,669)
Exploration expenses (550,671) (391,732)
Depreciation, depletion and amortization (2,647,826) (2,144,369)
Dismantlement (99,542) (67,477)
Crude oil and product purchases (8,122,807) (3,543,138)
Selling and administrative expenses (464,758) (500,809)
Others (4,827) (103,416)
------------ -----------
14,712,015) (9,339,461)
------------ -----------
PROFIT FROM OPERATING ACTIVITIES 9,608,623 8,564,696
Interest income 92,569 91,862
Interest expenses (219,823) (109,312)
Exchange gains, net 56,866 19,553
Short term investments (loss)/gain, net (1,863) 57,067
Share of profits of associates 185,301 125,208
Non-operating income/(expense), net 541,683 (6,339)
------------ -----------
PROFIT BEFORE TAX 10,263,356 8,742,735
Tax 4 (3,221,429) (2,408,259)
------------ -----------
NET PROFIT 7,041,927 6,334,476
============ ===========
5
Six months ended 30 June
--------------------------------------------
Notes 2004 2003
(unaudited) (unaudited)
EARNINGS PER SHARE
Basic 5 RMB0.17 RMB0.15
============ ===========
Diluted 5 RMB0.17 RMB0.15
============ ===========
DIVIDENDS
Interim dividend declared 7 1,308,225 1,220,132
Special interim dividend declared 7 2,180,375 1,568,741
Special interim dividend declared in place of 2003
final dividend 7 2,617,526 -
------------ -----------
6,106,126 2,788,873
============ ===========
CONSOLIDATED BALANCE SHEET
30 June 2004
(All amounts expressed in thousands of Renminbi)
30 June 31 December
Notes 2004 2003
(unaudited) (audited)
NON-CURRENT ASSETS
Property, plant and equipment, net 50,721,167 43,123,801
Investment in associates 1,212,941 1,117,640
------------ -----------
51,934,108 44,241,441
------------ -----------
CURRENT ASSETS
Accounts receivable, net 3,969,846 4,248,570
Inventories and supplies 1,344,373 1,092,926
Due from related companies 951,308 756,283
Other current assets 1,051,066 757,355
Short term investments 5,770,854 5,684,333
Time deposits with maturities over three months 7,830,000 2,323,000
Cash and cash equivalents 5,075,886 14,400,394
------------ -----------
25,993,333 29,262,861
------------ -----------
TOTAL ASSETS 77,927,441 73,504,302
============ ===========
NON-CURRENT LIABILITIES
Long term bank loans 870,123 889,575
Long term guaranteed notes 8,148,267 8,141,669
Provision for dismantlement 2,750,135 2,646,800
Deferred tax liabilities 5,574,922 5,783,196
------------ -----------
17,343,447 17,461,240
------------ -----------
6
30 June 31 December
Notes 2004 2003
(unaudited) (audited)
CURRENT LIABILITIES
Accounts payable 3,996,736 3,969,922
Other payables and accrued liabilities 2,755,472 1,955,783
Current portion of long term bank loans 20,731 20,618
Due to related companies 112,639 474,223
Due to the parent company 42,102 164,653
Tax payable 2,548,808 2,721,331
------------ -----------
9,476,488 9,306,530
------------ -----------
CAPITAL AND RESERVES
Issued capital 6 876,619 876,978
Reserves 50,230,887 45,859,554
------------ -----------
51,107,506 46,736,532
------------ -----------
TOTAL EQUITY AND LIABILITIES 77,927,441 73,504,302
============ ===========
Statement of Changes in Equity
30 June 2004
(All amounts expressed in thousands of Renminbi)
Share
premium
Issued & capital Cumulative Statutory and
share redemption Revaluation translation non-distributive Retained
capital reserve reserve reserve reserve earnings Total
(Unaudited)
Balance at 1 January 2003 876,978 20,761,205 274,671 (13,596) 2,232,410 16,436,820 40,568,488
Net profit for the period - - - - - 6,334,476 6,334,476
Dividends - - - - - (2,614,815) (2,614,815)
Foreign currency translation
differences - - - 103 - - 103
--------- ----------- --------- --------- --------------- ---------- -----------
Balance at 30 June 2003 876,978 20,761,205 274,671 (13,493) 2,232,410 20,156,481 44,288,252
========= =========== ========= ========= =============== =========== ===========
(Unaudited)
Balance at 1 January 2004 876,978 20,761,205 274,671 22,647 8,050,489 16,750,542 46,736,532
Repurchases of shares (Note 6) (359) - - - - (55,337) (55,696)
Transfer of reserve upon shares
repurchases (Note 6) - 359 - - - (359) -
Net profit for the period - - - - - 7,041,927 7,041,927
Dividends (Note 7) - - - - - (2,617,526) (2,617,526)
Foreign currency translation
differences - - - 2,269 - - 2,269
--------- ----------- --------- --------- --------------- ---------- -----------
Balance at 30 June 2004 876,619 20,761,564 274,671 24,916 8,050,489 21,119,247 51,107,506
========= =========== ========= ========= =============== =========== ===========
7
NOTES TO INTERIM FINANCIAL STATEMENTS
(All amounts expressed in Renminbi, except numbers of shares and unless
otherwise stated)
1. ORGANISATION AND PRINCIPAL ACTIVITIES
CNOOC Limited (the "Company") was incorporated in Hong Kong Special
Administrative Region ("Hong Kong"), the People's Republic of China (the
"PRC") on 20 August 1999 to hold its interests in certain entities
whereby creating a group comprising the Company and its subsidiaries.
During the period ended 30 June 2004, the Company and its subsidiaries
(hereinafter collectively referred to as the "Group") were principally
engaged in the exploration, development, production and sale of crude
oil, natural gas and other petroleum products.
In the opinion of directors, the ultimate holding company is China
National Offshore Oil Corporation ("CNOOC"), a company established in the
PRC.
2. PRINCIPAL ACCOUNTING POLICIES
The accompanying interim financial statements are prepared under the
historical cost convention as modified by the revaluation of land and
buildings and short term investments, and in accordance with Hong Kong
Statement of Standard Accounting Practice ("SSAP") No. 25 "Interim
financial reporting."
The principal accounting policies and basis of presentation used in the
preparation of the interim financial statements are the same as those
used in the annual audited financial statements for the year ended 31
December 2003, except for the followings:
On 16 March 2004, the Company's shareholders approved a five-for-one
stock split of the Company's shares (the "Stock Split"). The Stock Split
was effected by dividing each of the Company's issued and unissued shares
of HK$0.10 each into five shares of HK$0.02 each, and to increase the
board lot size for trading on The Stock Exchange of Hong Kong Limited
(the "HKSE") from 500 shares of HK$0.10 each to 1,000 subdivided shares
of HK$0.02 each. The ratio of the Company's American Depository Receipt
("ADR") listed on the New York Stock Exchange also changed such that each
ADR now represents 100 subdivided common shares of HK$0.02 each, as
opposed to 20 common shares of HK$0.10 each prior to the Stock Split. All
references in the consolidated financial statements referring to share,
share option and per share amounts of the shares of the Company have been
adjusted retroactively for the Stock Split.
3. ACQUISITION
During the period, the Company acquired from British Gas International
Limited ("BG" Group) a 20.767% interest in the Muturi Production Sharing
Contract ("Muturi PSC") for a consideration of US$105.1 million
(equivalent to approximately RMB869,881,000), subject to a final price
adjustment. The purchase increased the Company's interest in the Muturi
PSC to 64.767% and its interest in the Tangguh LNG Project increased from
12.5% to 16.96%. The Company completed the acquisition on 13 May 2004.
4. TAX
(i) Income tax
The Company and its subsidiaries are subject to income taxes on an
entity basis on profit arising in or derived from the tax
jurisdictions in which they are domiciled and operated. The Company
is not liable for profits tax in Hong Kong as it does not have any
assessable income currently sourced from Hong Kong.
The Company's subsidiary, CNOOC China Limited, is a wholly
foreign-owned enterprise established in the PRC. It is exempted from
the 3% local surcharge and is subject to an enterprise income tax of
30% under the prevailing tax rules and regulations.
8
The Company's subsidiary in Singapore, China Offshore Oil
(Singapore) International Pte. Ltd., is subject to income tax at
rates of 10% and 22%, for its oil trading activities and other
income-generating activities, respectively. The Company's
subsidiaries owning interests in oil and gas properties in Indonesia
along the Malacca Strait are subject to corporate and dividend tax
at the rate of 44%. The Company's subsidiaries owning interests in
oil and gas properties in Indonesia acquired from Repsol YPF, S.A.
are subject to corporate and dividend tax at the rate of 43.125%
instead of the standard rate of 48% after the application of the
Malaysian Tax Treaty as recognised by the Indonesian tax
authorities. All of the Company's other subsidiaries are not subject
to any income taxes in their respective jurisdictions for the period
presented.
(ii) Other
CNOOC China Limited is required to pay the following taxes:
-- production taxes equal to 5% of independent production and
production under production sharing contracts; and
-- business tax of 3% to 5% on other income.
5. EARNINGS PER SHARE
Six months ended 30 June
------------------------------------------------------
2004 2003
(unaudited) (unaudited)
Earnings:
Net profit for the period and earnings for the purpose of
basic and diluted earnings per share RMB7,041,927,000 RMB6,334,476,000
=================== ===================
Number of shares (after Stock Split):
Weighted average number of ordinary shares for the
purpose of basic earnings per share before effects of
shares repurchased 41,070,828,275 41,070,828,275
Effect of shares repurchased (2,644,243) -
-------------------- -------------------
Weighted average number of ordinary shares for the
purpose of basic earnings per share 41,068,184,032 41,070,828,275
Effect of dilutive potential ordinary shares under the share
option scheme 56,093,679 28,525,760
-------------------- -------------------
Weighted average number of ordinary shares for the
purpose of diluted earnings per share 41,124,277,711 41,099,354,035
==================== ===================
Earnings per share
-- Basic RMB0.17 RMB0.15
==================== ===================
-- Diluted RMB0.17 RMB0.15
==================== ===================
9
6. SHARE CAPITAL
Number Share Issued
of shares capital share capital
Shares (after Stock Split) HK$'000 Equivalent of
RMB'000
Authorised:
Ordinary shares of HK$0.02 each
As at 30 June 2004 and 31 December 2003 75,000,000,000 1,500,000
================ ============
Issued and fully paid:
Ordinary shares of HK$0.02 each
As at 1 January 2003 and 1 January 2004 41,070,828,275 821,417 876,978
Repurchased and cancelled (16,893,000) (338) (359)
---------------- ------------ -----------
As at 30 June 2004 (unaudited) 41,053,935,275 821,079 876,619
================ =========== ===========
The repurchases of the Company's shares during the period were effected
by the directors, pursuant to the mandate from shareholders received at
the last annual general meeting.
7. DIVIDENDS
On 28 April 2004, the board of directors declared a special interim
dividend in place of 2003 final dividend of HK$0.06 per share, totaling
HK$2,464,249,697 (equivalent to approximately RMB2,617,526,000) (2003:
nil). The board of directors also withdrew its recommendation that the
Company declare any final or special dividend for the year ended 31
December 2003.
Subsequent to 30 June 2004, on 25 August 2004, the board of directors
declared an interim dividend of HK$0.03 per share (2003: HK$0.028 per
share), totaling HK$1,231,618,058 (equivalent to approximately
RMB1,308,225,000) (2003: RMB1,220,132,166) and a special interim dividend
of HK$0.05 per share (2003: HK$0.036 per share), totaling
HK$2,052,696,764 (equivalent to approximately RMB2,180,375,000) (2003:
RMB1,568,741,357).
8. SEGMENT INFORMATION
The Group is involved in the upstream operating activities of the
petroleum industry which comprises production sharing contracts with
foreign partners, and independent operations and trading business. These
segments are determined primarily because the senior management makes key
operating decisions and assesses performance of the segments separately.
The following table presents revenue and profit information for the
Group's business segments.
Independent operations Production sharing contracts Trading business
Six months ended Six months ended Six months ended
30 June 30 June 30 June
2004 2003 2004 2003 2004 2003
(Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited)
RMB'000 RMB'000 RMB'000 RMB'000 RMB'000 RMB'000
Segment revenue
---------------
Sales to external customers:
Oil and gas sales 6,820,277 5,610,606 9,207,268 8,574,167 - -
Marketing revenues - - - - 8,223,351 3,582,015
Other income 6,387 5,941 63,355 131,428 - -
----------- ----------- ----------- ----------- ----------- ----------
Total 6,826,664 5,616,547 9,270,623 8,705,595 8,223,351 3,582,015
----------- ----------- ----------- ----------- ----------- ----------
Segment results
---------------
Net profit 4,081,059 3,576,018 5,275,654 4,913,990 100,544 38,877
=========== ============ =========== ============ =========== ==========
Unallocated Consolidated
Six months ended Six months ended
30 June 30 June
2004 2003 2004 2003
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
RMB'000 RMB'000 RMB'000 RMB'000
Segment revenue
---------------
Sales to external customers:
Oil and gas sales - - 16,027,545 14,184,773
Marketing revenues - - 8,223,351 3,582,015
Other income - - 69,742 137,369
------------ ------------ ----------- -----------
Total - - 24,320,638 17,904,157
------------ ------------ ----------- -----------
Segment results
---------------
Net profit (2,415,330) (2,194,409) 7,041,927 6,334,476
============ ============= =========== ===========
Approximately 66% of the total revenue of the Group is contributed by the
PRC customers. The Group's activities are conducted primarily in the PRC
and Indonesia.
10
9. SUBSEQUENT EVENTS
Subsequent to 30 June 2004, the Company repurchased and cancelled
1,560,000 ordinary shares on the Stock Exchange of Hong Kong in July
2004, for a total consideration of HK$5,122,992, equivalent to
RMB5,434,982).
AUDIT COMMITTEE
The audit committee has reviewed together with the management the accounting
principles and practices adopted by the Group and discussed the internal
control and financial reporting matters. The interim results for the six
months ended 30 June 2004 are unaudited, but have been reviewed by Ernst
&Young in accordance with Statement of Auditing Standards 700 "Engagement to
review interim financial reports," issued by the Hong Kong Society of
Accountants. The interim financial report has been reviewed by the audit
committee.
PURCHASE, SALE OR REDEMPTION OF THE COMPANY'S LISTED SECURITIES
During the six months ended 30 June 2004, the Company purchased listed
securities of the Company on the Stock Exchange of Hong Kong as follows:
Aggregate price paid by
Aggregate number of the Company for the
Date of purchase shares purchased purchase (HK$)
18 May 2004 5,427,000 15,529,360.50
24 May 2004 3,450,000 10,682,580.00
17 June 2004 7,140,000 23,328,522.00
21 June 2004 876,000 2,744,420.40
All the shares purchased by the Company have been cancelled.
Save as described above, there was no other purchase, sale or redemption by
the Company, or any of its subsidiaries, of the Company's listed securities.
CODE OF BEST PRACTICE
None of the directors is aware of any information that would reasonably
indicate that the Company is not, or was not, for any part of the six months
ended 30 June 2004, in compliance with the Code of Best Practice as set out in
Appendix 14 to the Rules Governing the Listing of Securities of the HKSE (the
"Listing Rules"), except that the non-executive directors of the Company are
not appointed for a specific term but are subject to retirement by rotation
and re-election at the Company's annual general meetings in accordance with
the Company's articles of association.
CODE FOR DEALING IN THE COMPANY'S SECURITIES BY DIRECTORS
11
The Company has adopted a code of ethics ("Code of Ethics") incorporating the
Model Code for Securities Transactions by Directors of Listed Issuers (the
"Model Code") as set out in Appendix 10 to the Listing Rules and that having
made specific enquiry of all directors, the directors have confirmed that they
complied with, during the six months ended 30 June 2004, its Code of Ethics
and the required standard set out in the Model Code.
REGISTER OF MEMBERS
The Register of Members of the Company will be closed from 17 September 2004
to 23 September 2004 (both days inclusive) during which no transfer of shares
can be registered. In order to qualify for the interim dividend and the
special interim dividend, all transfers, accompanied by the relevant share
certificates, must be lodged with the Company's registrar, Hong Kong
Registrars Limited, Room 1901-5, 19th Floor, Hopewell Centre, 183 Queen's Road
East, Wanchai, Hong Kong, not later than 4.00 p.m. on 16 September 2004.
The Board comprises of:
Executive Directors
Fu Chengyu (Chairman)
Jiang Longsheng
Zhou Shouwei
Luo Han
Independent Non-executive Directors:
Chiu Sung Hong
Evert Henkes
Kenneth S. Courtis
Erwin Schurtenberger
By Order of the Board
Cao Yunshi
Company Secretary
Hong Kong, 25th August 2004
FORWARD-LOOKING STATEMENTS
Certain statements contained in this announcement may be viewed as
"forward-looking statements." Such forward-looking statements involve known
and unknown risks, uncertainties and other factors, which may cause the actual
performance, financial condition or results of operations of the Company to be
materially different from any future performance, financial condition or
results of operations implied by such forward-looking statements.
12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report on Form 6-K to be signed on
its behalf by the undersigned, thereunto duly authorized.
CNOOC Limited
By: /s/ Cao Yunshi
-----------------------------
Name: Cao Yunshi
Title: Company Secretary
Dated: August 26, 2004
13