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 25, 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 |_|
(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 Announcement
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[LOGO OF CNOOC LIMITED]
[CHINESE TRANSLATION OMITTED]
(Incorporated in Hong Kong with limited liability under the Companies Ordinance)
(Stock Code: 883)
RESULTS OF ANNUAL GENERAL MEETING
HELD ON 24 MAY 2006
AND
ADJUSTMENT TO CONVERSION PRICE OF CONVERTIBLE BONDS
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POLL RESULTS AT THE AGM
The AGM was held on 24 May 2006 at 2:30 p.m., at which all the ordinary
resolutions (as proposed) were duly passed by the Shareholders by way of poll.
ADJUSTMENT TO CONVERSION PRICE OF CONVERTIBLE BONDS
In accordance with the terms and conditions of the Convertible Bonds, the
payment of the Final Dividend will result in an adjustment to the conversion
price of the Convertible Bonds. The conversion price of the Convertible Bonds
will be adjusted from HK$5.97 per Share to HK$5.90 per Share. Such adjustment
shall become effective on 7 June 2006, being the date when the Final Dividend
will be paid to the Shareholders.
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Reference is made to the explanatory statement of the Company dated 12 April
2006 in respect of the general mandates to issue securities and repurchase
shares and re-election and 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 on 24 May 2006
at 2:30 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
43,327,402,648 Shares. There is no Shareholder that is materially interested
in any of the proposed resolutions at the AGM, 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
AGM was 43,327,402,648 Shares. 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:
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Ordinary Resolutions Number of votes (%)
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For Against
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A1. To receive and consider the Audited Statement 33,561,451,368 420,400
of Accounts together with the Reports of the (99.9987%) (0.0013%)
Directors and the Auditors thereon for the year
ended 31 December 2005
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A2. To declare a final dividend for the year ended 34,028,041,518 39,618,100
31 December 2005 (99.8837%) (0.1163%)
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A3. (i) To re-elect Mr. Zhou Shouwei as Executive 34,046,136,768 731,400
Director (99.9979%) (0.0021%)
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(ii) To re-elect Mr. Evert Henkes as 34,046,868,168 Nil
Independent Non-executive Director (100%) (0%)
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(iii) To re-elect Mr. Cao Xinghe as Executive 33,997,131,768 731,400
Director (99.9978%) (0.0022%)
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(iv) To re-elect Mr. Wu Zhenfang as Executive 33,997,131,768 731,400
Director (99.9978%) (0.0022%)
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(v) To re-elect Mr. Yang Hua as Executive 34,046,136,768 731,400
Director (99.9979%) (0.0021%)
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(vi) To re-elect Professor Lawrence J. Lau as 33,997,863,168 Nil
Independent Non-executive Director (100%) (0%)
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(vii) To elect Dr. Edgar W. K. Cheng as a new 33,997,763,168 100,000
Independent Non-executive Director (99.9997%) (0.0003%)
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(viii) To authorise the Board of Directors to 34,013,556,368 6,171,700
fix the remuneration of each of the (99.9819%) (0.0181%)
Directors
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A4. To re-appoint the Company's auditors and to 34,034,978,756 1,731,400
authorise the Board of Directors to fix their (99.9949%) (0.0051%)
remuneration
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B1. To grant a general mandate to the Directors to 34,082,449,465 10,003,600
repurchase shares in the capital of the Company (99.9707%) (0.0293%)
not exceeding 10% of the aggregate nominal
amount of the share capital of the Company in
issue as at the date of passing of this
resolution
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B2. To grant a general mandate to the Directors to 31,018,062,666 2,894,903,799
allot, issue and deal with additional shares in (91.4637%) (8.5363%)
the capital of the Company not exceeding 20% of
the aggregate nominal amount of the share
capital of the Company in issue as at the date
of passing of this resolution
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B3. To extend the general mandate granted to the 33,748,897,766 207,450,399
Directors to allot, issue and deal with shares (99.3891%) (0.6109%)
by the number of shares repurchased
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ADJUSTMENT TO CONVERSION PRICE OF CONVERTIBLE BONDS
The Company issued convertible bonds (the "Convertible Bonds") in the
principal amount of US$1,000,000,000 in December 2004. In accordance with the
terms and conditions of the Convertible Bonds, the payment of the final
dividend of HK$0.10 per Share for the year ended 31 December 2005 (the "Final
Dividend") to the Shareholders will result in an adjustment to the conversion
price of the Convertible Bonds. The conversion price of the Convertible Bonds
will be adjusted in accordance with the terms and conditions of the
Convertible Bonds from HK$5.97 per Share to HK$5.90 per Share. Such adjustment
shall become effective on 7 June 2006, being the date when the Final Dividend
will be paid to the Shareholders.
As at the date of this announcement, the Board comprises the following:
Executive Directors Independent non-executive Directors
Fu Chengyu (Chairman) Edgar W. K. Cheng
Luo Han Zhou Shouwei Sung Hong Chiu
Cao Xinghe Evert Henkes
Wu Zhenfang Lawrence J. Lau
Wu Guangqi Tse Hau Yin, Aloysius
Yang Hua
By Order of the Board
CNOOC Limited
Victor Zhikai Gao
Company Secretary
Hong Kong, 24 May 2006
Company Announcement
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[LOGO OF CNOOC LIMITED]
[CHINESE TRANSLATION OMITTED]
(Incorporated in Hong Kong with limited liability)
(Stock Code: 883)
Change of Independent Non-executive Director
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The Company hereby announces that Dr. Kenneth S. Courtis retired as an
Independent Non-executive Director of the Company in accordance with the
retirement provisions in article 97 of the Company's articles of association,
following the conclusion of the AGM on 24 May 2006. The Company is pleased to
announce that Dr. Edgar W. K. Cheng was elected by the shareholders of the
Company as an Independent Non-executive Director of the Company at the AGM on
24 May 2006.
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CNOOC Limited (the "Company") hereby announces that Dr. Kenneth S. Courtis
retired as an Independent Non-executive Director of the Company in accordance
with the retirement provisions in article 97 of the Company's articles of
association, following the conclusion of the annual general meeting of the
Company (the "AGM") on 24 May 2006.
The board of Directors (the "Board") would like to thank Dr. Kenneth S.
Courtis for his contribution to the Company during his terms of office.
The Company is pleased to announce that Dr. Edgar W. K. Cheng ("Dr. Cheng")
was elected by the shareholders of the Company as an Independent Non-executive
Director of the Company at the AGM on 24 May 2006.
Born in 1943, Dr. Cheng was a graduate from the University of Notre Dame and
the Medical College of Wisconsin, USA. He was Clinical Associate Professor of
Medicine at Cornell University Medical College and practiced medicine and
conducted clinical research at the Memorial Sloan-Kettering Cancer Centre in
New York. Dr. Cheng was a former Chairman of the University Grants Commission
in Hong Kong, and a member of the Education Commission. Dr. Cheng has been in
many other financial market positions such as Chairman of the Stock Exchange
of Hong Kong, Vice-Chairman and non-executive director of the Hang Seng Bank
Ltd., Vice President of the International Federation of Stock Exchange,
Founding Chairman of the Hong Kong Securities Institute, Member of the Board
of Directors of the Hong Kong Futures Exchange Ltd., and Member of the
Conference Board's Global Advisory Council. He was appointed by the Chinese
Government as a Hong Kong Affairs Advisor (1991 - 1997). He became a Member of
the Preparatory Committee and also the Selection Committee for the Hong Kong
Special Administrative Region of the National People's Congress (1996 - 1997).
Dr. Cheng served as the Head of the Central Policy Unit of the Government of
Hong Kong Special Administrative Region from 1999 - 2001. He is at present
Chairman of the Council of the Chinese University of Hong Kong, the Chairman
of the World-Wide Investment Co. Ltd. and a member of the Board of Directors
of the Hong Kong Institute for Monetary Research, non-executive director of
the Standard Chartered Bank (Hong Kong) Ltd, independent director of Goldman
Sachs Gao Hua Securities Co. Ltd, a member of The Greater Pearl River Delta
Business Council, a member of the Commission on Strategic Development as well
as the Vice-Chairman of the Council for Sustainable Development. He is also a
member of the 10th Chinese People's Political Consultative Conference National
Committee.
Dr. Cheng does not have any relationship with any other Director, senior
management, substantial shareholder or controlling shareholder of the Company.
Dr. Cheng has no interest in the Company's securities within the meaning of
Part XV of the Securities and Futures Ordinance.
There is no service contract between the Company and Dr. Cheng. Dr. Cheng's
emoluments are expected to comprise annual remuneration of HK$500,000 (after
Hong Kong tax). The emoluments of Dr. Cheng will be determined by reference to
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. Dr. Cheng is subject
to the retirement provisions in the articles of association of the Company,
and is expected to retire and be eligible for re-election before 2009.
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 Listing Rules, nor are
there any other matters to be brought to the attention of the shareholders of
the Company.
The Board warmly welcomes the election of Dr. Edgar W. K. Cheng as an
Independent Non-executive Director of the Company.
As at the date of this announcement, the Board comprises:
Executive Directors Independent non-executive Directors
Fu Chengyu (Chairman) Edgar W. K. Cheng
Luo Han Sung Hong Chiu
Zhou Shouwei Evert Henkes
Cao Xinghe Lawrence J. Lau
Wu Zhenfang Tse Hau Yin, Aloysius
Wu Guangqi
Yang Hua
By Order of the Board
CNOOC Limited
Victor Zhikai Gao
Company Secretary
Hong Kong, 24 May 2006
SIGNATURE
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/ Victor Zhikai Gao
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Name: Victor Zhikai Gao
Title: Company Secretary
Dated: May 25, 2006