UNITED
STATES
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 the
month of May 2010
Commission
File Number 1-14966
|
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 of Form 20-F or Form 40-F.
|
Form
20-F X Form
40-F ___
|
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): ____
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7): ____
Indicate
by check mark whether by furnishing the information contained in this Form, the
registrant 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): Not
applicable
Signature
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
CNOOC
Limited
|
|||
|
By:
|
/s/
Jiang Yongzhi
|
||
|
Name:
|
Jiang
Yongzhi
|
||
|
Title:
|
Joint
Company Secretary
|
||
|
Dated:
May 20, 2010
|
EXHIBIT
INDEX
| Exhibit No. | Description |
| 99.1 | Announcement dated May 20, 2010, entitled “Poll Results of Annual General Meeting Held on 20 May 2010.” |
| 99.2 | Announcement dated May 20, 2010, entitled “Grant of Share Options.” |
| 99.3 | Announcement dated May 20, 2010, entitled “Appointment and Retirement of Non-Executive Director.” |
EXHIBIT 99.1
Hong Kong Exchanges and Clearing Limited
and The Stock Exchange of Hong Kong Limited take no
responsibility for the contents of this document, make no representation as to
its accuracy or completeness and expressly disclaim any liability
whatsoever for any loss
howsoever arising from or in reliance upon the
whole or any part of the contents of this document.
(Incorporated
in Hong Kong with limited liability under the Companies Ordinance)
(Stock
Code: 883)
POLL
RESULTS OF ANNUAL GENERAL MEETING
HELD
ON 20 MAY 2010
|
The
AGM was held at Mandarin Oriental, Hong Kong, 5 Connaught Road, Central,
Hong Kong on 20 May 2010 at 4:00 p.m., at which all the ordinary
resolutions (as proposed) were duly passed by the Shareholders by way of
poll.
|
Reference
is made to the explanatory statement of CNOOC Limited (the “Company”) dated 9
April 2010 in respect of the general mandates to issue securities and repurchase
shares and re-election of directors (the “Explanatory Statement”). Unless
otherwise specified in this announcement, terms used herein shall have the same
meanings as defined in the Explanatory Statement.
POLL
RESULTS AT THE AGM
The
annual general meeting of the Company (the “AGM”) was held at Mandarin Oriental,
Hong Kong, 5 Connaught Road, Central, Hong Kong on 20 May 2010 at 4:00 p.m.. The
Board is pleased to announce that all the ordinary resolutions (as proposed)
were duly passed by the Shareholders by way of poll at the AGM.
As at the
date of the AGM, the total number of Shares in issue was 44,669,199,984. There
is no Shareholder that is materially interested in any of the proposed
resolutions at the AGM, and therefore none of the Shareholder 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 AGM was 44,669,199,984. 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 AGM.
The
vote-taking at the AGM was scrutinized by representatives from Computershare
Hong Kong Investor Services Limited. The results of the poll at the AGM were as
follows:
|
Ordinary
Resolutions
|
Number
of votes (%)
|
|||
|
For
|
Against
|
|||
|
A1.
|
To
receive and consider the audited Statement of Accounts together with the
Reports of the Directors and the Independent Auditors’ Report there on for
the year ended 31 December 2009.
|
36,836,121,237
(99.988133%)
|
4,371,799
(0.011867%)
|
|
|
A2.
|
To
declare a final dividend for the year ended 31 December
2009.
|
37,614,004,255
(99.989222%)
|
4,054,599
(0.010778%)
|
|
|
A3.
|
(i)
|
To
re-elect Mr. Tse Hau Yin, Aloysius as Independent Non-executive
Director;
|
37,152,270,386
(98.788263%)
|
455,709,968
(1.211737%)
|
|
(ii)
|
To
re-elect Mr. Zhou Shouwei as Non-executive Director;
|
36,975,294,657
(98.298660%)
|
639,963,597
(1.701340%)
|
|
|
(iii)
|
To
re-elect Mr. Yang Hua as Executive Director; and
|
37,452,014,900
(99.566817%)
|
162,941,554
(0.433183%)
|
|
|
(iv)
|
To
authorise the Board of Directors to fix the remuneration of each of the
Directors.
|
37,604,565,640
(99.971946%)
|
10,552,414
(0.028054%)
|
|
|
A4.
|
To
re-elect Mr. Chiu Sung Hong as Independent Non-executive
Director and to authorise the Board of Directors
to fix his remuneration.
|
37,116,468,680
(99.916496%)
|
31,019,674
(0.083504%)
|
|
|
A5.
|
To
re-appoint the Company’s auditors and to authorise the Board of Directors
to fix their remuneration.
|
37,569,448,852
(99.871628%)
|
48,290,802
(0.128372%)
|
|
|
B1.
|
To
grant a general mandate to the Directors to repurchase shares in the
capital of the Company not exceeding 10% of the share capital of the
Company in issue as at the date of passing of this
resolution.
|
37,622,972,140
(99.975906%)
|
9,067,214
(0.024094%)
|
|
|
B2.
|
To
grant a general mandate to the Directors to allot, issue and deal with
additional shares in the capital of the Company not exceeding 20% of the
share capital of the Company in issue as at the date of passing of this
resolution.
|
32,265,212,964
(85.737984%)
|
5,367,131,090
(14.262016%)
|
|
|
B3.
|
To
extend the general mandate granted to the Directors to allot, issue and
deal with shares in the capital of the Company by the aggregate number of
shares repurchased, which shall not exceed 10% of the share capital of the
Company in issue as at the date of passing of this
resolution.
|
32,400,105,170
(86.100522%)
|
5,230,450,784
(13.899478%)
|
|
|
By
Order of the Board
CNOOC
Limited
Jiang
Yongzhi
Joint
Company Secretary
|
Hong
Kong, 20 May 2010
As at the
date of this announcement, the Board comprises the following:
|
Executive
Directors
Fu
Chengyu (Chairman)
Yang
Hua
Wu
Guangqi
Non-executive
Directors
Zhou
Shouwei
Cao
Xinghe
Wu
Zhenfang
|
Independent
Non-executive Directors
Edgar
W. K. Cheng
Chiu
Sung Hong
Lawrence
J. Lau
Tse
Hau Yin, Aloysius
Wang
Tao
|
EXHIBIT 99.2
Hong
Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited
take no responsibility for the contents of this announcement, make no
representation as to its accuracy or completeness and expressly disclaim any
liability whatsoever for any loss howsoever arising from or in reliance upon the
whole or any part of the contents of this announcement.
(Incorporated
in Hong Kong with limited liability under the Companies Ordinance)
(Stock
Code: 883)
GRANT
OF SHARE OPTIONS
This
announcement is made pursuant to Rule 17.06A of the Rules Governing the Listing
of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”).
The board
of directors of CNOOC Limited (the “Company”) (the “Board”) hereby announces that
on 20 May 2010, 106,188,000 share options (the “Share Options”) to subscribe
for up to a total of 106,188,000 ordinary shares of HK$0.10 each (the “Shares”) of the Company were
granted to certain individuals (the “Grantees”) under the share
option scheme adopted by the Company on 31 December 2005, subject to the
acceptance of the Grantees. The criteria adopted by the Company in
granting the Share Options are consistent with the criteria it used in the
previous year. Details of the Share Options are as follows:
|
Date
of grant
|
:
|
20
May 2010 (the “Date of
Grant”)
|
|
Exercise
price of Share Options granted
|
:
|
HK$12.696per
Share
|
|
Number
of Share Options granted
|
:
|
106,188,000
(each Share Option shall entitle the holder thereof to subscribe for one
Share)
|
|
Closing
price of the Shares on the Date of Grant
|
:
|
HK$12.22
per Share
|
|
Validity
period of the Share Options
|
:
|
From
20 May 2010 to 20 May 2020
|
|
Vesting
date of the Options
|
:
|
one
third of the Share Options granted will vest on the first, second and
third anniversaries of the date of grant, respectively, such that the
Share Options granted are fully vested on the third anniversary of the
Date of Grant
|
Among the
Share Options granted above, 11,357,000 Share Options were granted to the
directors (the “Directors”), details of which
are as follows:
|
Name
of Director
|
Position(s)
held with the Company
|
Number
of Share Options
|
|
Fu
Chengyu
|
Chairman,
Executive Director and Chief Executive Officer
|
2,100,000
|
|
Yang
Hua
|
Executive
Director, President and Chief Financial Officer
|
2,000,000
|
|
Wu
Guangqi
|
Executive
Director and Compliance Officer
|
1,857,000
|
|
Zhou
Shouwei
|
Non-executive
Director
|
1,800,000
|
|
Cao
Xinghe
|
Non-executive
Director
|
1,800,000
|
|
Wu
Zhenfang
|
Non-executive
Director
|
1,800,000
|
|
By
Order of the Board
CNOOC
Limited
Jiang
Yongzhi
Joint
Company Secretary
|
Hong
Kong, 20 May 2010
As at the
date of this announcement, the Board comprises the following:
|
Executive
Directors
Fu
Chengyu (Chairman)
Yang
Hua
Wu
Guangqi
Non-executive
Directors
Zhou
Shouwei
Cao
Xinghe
Wu
Zhenfang
|
Independent
Non-executive Directors
Edgar
W. K. Cheng
Chiu
Sung Hong
Lawrence
J. Lau
Tse
Hau Yin, Aloysius
Wang
Tao
|
EXHIBIT 99.3
Hong
Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited
take no responsibility for the contents of this announcement, make no
representation as to its accuracy or completeness and expressly disclaim any
liability whatsoever for any loss howsoever arising from or in reliance upon the
whole or any part of the contents of this announcement.
(Incorporated
in Hong Kong with limited liability under the Companies Ordinance)
(Stock
Code: 883)
APPOINTMENT
AND RETIREMENT OF NON-EXECUTIVE DIRECTOR
|
The
Board is pleased to announce that Mr. Li Fanrong will be appointed as non-executive
director of the Company with effect from 24 May 2010.
The Board also announces that
Mr. Cao Xinghe
will retire as non-executive director
of the Company on 24 May
2010.
|
Appointment of non-executive
director
The board
of directors (the “Board”) of CNOOC Limited (the
“Company”) is pleased to
announce that Mr. Li Fanrong (“Mr. Li”) will been appointed
as non-executive director of the Company with effect from 24 May 2010.
Born in 1963, Mr. Li is a senior engineer. He obtained a B.S. degree majoring in oil production from
Jiang Han Petroleum Institute in China in 1984, and received an MBA degree from
the Business School of Cardiff University in
United Kingdom in July 2003. Mr. Li has been
working in the oil and gas industry in China for
more than 25 years. He joined China National Offshore Oil Corporation (“CNOOC”) in 1984. From 1984 to 1989, he was Petroleum Engineer in Nanhai East Oil Corporation
of CNOOC. From 1989 to
2001, he worked as Offshore Platform Supervisor in Huizhou Oil Field for ACT
(AGIP-Chevron-Texaco) Operators Group, later as Production Manager in Liuhua Oil
Field Joint Operating Group with Amoco Orient Company, and Assistant to
President of CNOOC Limited Shenzhen Branch and
Managing Director of Lufeng 22-1 Oil Field Joint Operating Group with Statoil
(Orient) Inc. From January 2002 to November 2005, Mr. Li worked as Vice
President of CNOOC Limited Shenzhen Branch and Chief Representative of Joint Management Committee in CACT
(CNOOC-AGIP-Chevron-Texaco) Operators Group. From November 2005 to February
2007, he worked as General Manager of Exploration and Production Department of the
Company. From February 2007 to January 2009, he worked as President of CNOOC Limited Shenzhen
Branch. From January 2009 to April 2010, he was appointed as Assistant to President of
CNOOC. Mr. Li serves as President of
CNOOC Energy Technology & Services Limited since February 2009, and serves
as Vice President of CNOOC
since May 2010.
Under the service agreement between the
Company and Mr.
Li, Mr. Li’s emolument comprise of an annual
director’s fee of HK$950,000 before Hong Kong tax. The emolument of
Mr. Li was determined with reference to
perception of industry
standards and prevailing market conditions. The Remuneration Committee will
review the level of directors’ remuneration from time to time and make
recommendation to the Board for adjustments if necessary. Mr. Li’s appointment continues for a period of
twelve months and would be
renewed annually as determined by the Board or the shareholders of the Company,
subject to three months’ notice of termination. Mr. Li is subject to the provisions of his
service agreement and the retirement provisions in the Articles of the Company, and is expected to
retire and be eligible for re-election in 2011.
As at the date of this announcement,
Mr. Li has not held any directorship in any
listed public companies in the last three years and does not have any interest
in the shares of the
Company within the meaning of Part XV of the Securities and Future
Ordinance.
Save as aforesaid, Mr. Li does not have any relationship with any
other Director, senior management, substantial shareholder or controlling
shareholder of the Company.
There is no other information required
to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h)
– 13.51(2)(v) of the Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong Limited (“Stock
Exchange”), nor are there any other matters to be brought to
the attention of the shareholders of the Company.
Retirement
of non-executive director
The Board
also announces that Mr. Cao Xinghe (“Mr. Cao”) will retire as
non-executive director of the Company on 24 May 2010. Mr. Cao
confirmed that he has no disagreement with the Board in any respects and there
is no matter relating to his retirement that needs to be brought to the
attention of the shareholders of the Company or the Stock Exchange.
Taking
this opportunity, the Board would like to welcome Mr. Li on his appointment and
to express its appreciation and gratitude to Mr. Cao for his contribution and
services to the Company.
|
By
Order of the Board
CNOOC
Limited
Jiang
Yongzhi
Joint
Company Secretary
|
Hong
Kong, 20 May 2010
As at the
date of this announcement, the Board comprises the following:
|
Executive
Directors
Fu
Chengyu (Chairman)
Yang
Hua
Wu
Guangqi
Non-executive
Directors
Zhou
Shouwei
Cao
Xinghe
Wu
Zhenfang
|
Independent
Non-executive Directors
Edgar
W. K. Cheng
Chiu
Sung Hong
Lawrence
J. Lau
Tse
Hau Yin, Aloysius
Wang
Tao
|