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 January 4, 2006
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.)
Company Announcement
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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.
[GRAPHIC OMITTED]
CNOOC Limited
[CHINESE CHARACTERS OMITTED]
(Incorporated in Hong Kong with limited liability under the Companies Ordinance)
(Stock Code: 883)
RESULTS OF EXTRAORDINARY GENERAL MEETINGS
HELD ON 31 DECEMBER 2005
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Two extraordinary general meetings of the Company were held on 31 December
2005 at 10 a.m. and 11:25 a.m. respectively.
The Board announces that, at the first extraordinary general meeting held at
10 a.m., the ordinary resolutions (as proposed) in respect of the re-election
of Mr. Fu Chengyu, Mr. Wu Guangqi and Mr. Tse Hau Yin, Aloysius as Directors
of the Company, and the authorisation for the Board to determine the
Directors' aggregate remuneration for the current financial year (subject to a
limit of HK$20,000,000), were duly passed by the Shareholders by way of poll,
and the special resolution (as proposed) in respect of the amendment to
Article 89(a) of the Articles of Association of the Company was also duly
passed by the Shareholders by way of poll.
At the second extraordinary general meeting held at 11:25 a.m., the ordinary
resolutions (as proposed) in respect of the Revised Cap for the "technical
services" category of continuing connected transactions, the Non-Exempt
Continuing Connected Transactions, and the Proposed Caps for each category of
the Non-Exempt Continuing Connected Transactions were duly passed by the
Independent Shareholders by way of poll, and the ordinary resolution (as
proposed) in respect of the termination of the existing share option scheme of
the Company and adoption of the New Share Option Scheme was also duly passed
by the Shareholders by way of poll. The ordinary resolution in respect of the
amendment to the Existing Non-Compete Undertaking was defeated on a vote by
the Independent Shareholders by way of poll.
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Reference is made to the explanatory statement of the Company dated 3 December
2005 in respect of amendment to Articles of Association and re-election of
Directors and the circular of the Company dated 10 December 2005 (the
"Circular") in respect of the amendment to the Existing Non-Compete
Undertaking, the Revised Cap for existing continuing connected transaction,
the New Categorisation for continuing connected transactions and adoption of
the New Share Option Scheme. Unless otherwise specified in this announcement,
terms used herein shall have the same meanings as defined in the Circular.
Two extraordinary general meetings of the Company were held on 31 December
2005 at 10 a.m. and 11:25 a.m. respectively.
The Board announces that, at the first extraordinary general meeting held at
10 a.m. (the "First EGM"), the ordinary resolutions (as proposed) in respect
of the re-election of Mr. Fu Chengyu, Mr. Wu Guangqi and Mr. Tse Hau Yin,
Aloysius as Directors of the Company, and the authorisation for the Board to
determine the Directors' aggregate remuneration for the current financial year
(subject to a limit of HK$20,000,000), were duly passed by the Shareholders by
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way of poll, and the special resolution (as proposed) in respect of the
amendment to Article 89(a) of the Articles of Association of the Company was
also duly passed by the Shareholders by way of poll.
At the second extraordinary general meeting held at 11:25 a.m. (the "Second
EGM"), the ordinary resolutions (as proposed) in respect of the Revised Cap
for the "technical services" category of continuing connected transactions,
the Non-Exempt Continuing Connected Transactions, and the Proposed Caps for
each category of the Non-Exempt Continuing Connected Transactions were duly
passed by the Independent Shareholders by way of poll, and the ordinary
resolution (as proposed) in respect of the termination of the existing share
option scheme of the Company and adoption of the New Share Option Scheme was
also duly passed by the Shareholders by way of poll. The ordinary resolution
in respect of the amendment to the Existing Non-Compete Undertaking was
defeated on a vote by the Independent Shareholders by way of poll.
As explained in the Circular, OOGC, CNOOC BVI and their respective associates
were required to, and did, abstain from voting in relation to the resolutions
approving the amendment to the Existing Non-Compete Undertaking, the Revised
Cap for the "technical services" category of continuing connected transaction,
the Non-Exempt Continuing Connected Transactions (including the Proposed
Caps). There were no Shares in respect of which their holders were entitled to
attend and vote only against any of the relevant resolutions at the First EGM
and the Second EGM.
Poll results at the First EGM
As at the date of the First EGM, the total number of Shares in issue was
41,054,675,375 Shares. There is no Shareholder that is materially interested
in any of the proposed resolutions at the First EGM and therefore none of the
Shareholders is required to abstain from voting in respect of the relevant
resolutions. Accordingly, the total number of Shares entitling the
Shareholders to attend and vote in respect of the relevant resolutions at the
First EGM was 41,054,675,375 Shares.
The vote-taking at the First EGM was scrutinized by representatives of
Computershare Hong Kong Investor Services Limited. The results of the poll at
the First EGM were as follows:
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Number of votes (%)
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Ordinary Resolution For Against
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A1. To re-elect Mr. Fu Chengyu as executive Director 33,699,803,860 58,038,770
(99.83%) (0.17%)
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A2. To re-elect Mr. Wu Guangqi as executive Director 33,686,424,860 53,468,270
(99.84%) (0.16%)
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A3. To re-elect Mr. Tse Hau Yin, Aloysius as independent 33,710,359,318 30,708,812
non-executive Director (99.91%) (0.09%)
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A4. To authorise the Board to determine the aggregate remuneration 33,678,354,218 75,464,912
of the Directors for the current financial year, subject to a (99.78%) (0.22%)
limit of HK$20,000,000
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Special Resolution
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B1. To approve the amendment to Article 89(a) of the Articles of 33,530,473,410 196,361,614
Association of the Company (99.42%) (0.58%)
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Poll results at the Second EGM
As at the date of the Second EGM, the total number of Shares in issue was
41,054,675,375 Shares, and the total number of Shares entitling the
Independent Shareholders to attend and vote in respect of Ordinary Resolutions
1 to 4 (excluding the number of Shares held by OOGC,
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CNOOC BVI and their respective associates who are required to abstain from
voting in favour of the relevant Ordinary Resolutions) at the Second EGM was
12,054,675,375 Shares, representing approximately 29.36% of the total number
of Shares in issue. There is no Shareholder that is materially interested in
the proposed resolutions regarding the adoption of the New Share Option Scheme
and therefore none of the Shareholders is required to abstain from voting in
respect of such resolution. Accordingly, the total number of Shares entitling
the Shareholders to attend and vote in respect of the proposed resolution
regarding the adoption of the New Share Option Scheme was 41,054,675,375
Shares.
The vote-taking at the Second EGM was also scrutinized by representatives of
Computershare Hong Kong Investor Services Limited. The results of the poll at
the Second EGM were as follows:
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Number of votes (%)
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Ordinary Resolution For Against
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1. To approve the Supplemental Agreement in relation to certain 1,989,177,346 2,871,492,383
amendments to the Existing Non-Compete Undertaking (40.92%) (59.08%)
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2. To approve the Revised Cap for the "technical services" category 4,818,195,777 16,752,900
of continuing connected transactions (99.65%) (0.35%)
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3. To approve the Non-Exempt Continuing Connected Transactions 4,830,242,577 12,184,100
(99.75%) (0.25%)
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4. To approve the Proposed Caps for each category of the Non-Exempt 4,823,440,977 11,082,100
Continuing Connected Transactions (99.77%) (0.23%)
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5. To approve the termination of the existing share option scheme of 30,916,709,803 2,913,751,786
the Company and adoption of the New Share Option Scheme (91.39%) (8.61%)
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As at the date of this announcement, the Board comprises the following:
Executive Directors Independent non-executive Directors
Fu Chengyu (Chairman) Sung Hong Chiu
Luo Han Kenneth S. Courtis
Zhou Shouwei Evert Henkes
Cao Xinghe Tse Hau Yin, Aloysius
Wu Zhenfang Lawrence J. Lau
Wu Guangqi
Yang Hua
By Order of the Board
CNOOC Limited
Cao Yunshi
Company Secretary
Hong Kong, 31 December 2005
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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 on Form 6-K to be
signed 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: January 4, 2006