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 June 8, 2005
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. 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.
This announcement is for information purposes only and does not constitute an
invitation or offer to acquire, purchase or subscribe for securities.
NOTICE TO BONDHOLDERS
CNOOC FINANCE (2004) LIMITED (the "Issuer")
(incorporated in the British Virgin Islands with limited liability)
U.S.$1,000,000,000
Zero Coupon Guaranteed Convertible Bonds due 2009
(the "Convertible Bonds")
(Stock Code: 2509)
unconditionally and irrevocably guaranteed by,
and convertible into Shares of
[GRAPHIC OMITTED]
CNOOC LIMITED
[CHINESE CHARACTERS OMITTED]
(incorporated in Hong Kong with limited liability)
(the "Guarantor")
(Stock Code: 883)
NOTICE IS HEREBY GIVEN to all holders of the Convertible Bonds that pursuant to
Condition 5.3.3 of the Terms and Conditions of the Convertible Bonds, the
Conversion Price has been adjusted from HK$6.075 to HK$5.97 per Share as a
result of the distribution of a 2004 final dividend and a special dividend of
HK$0.08 in aggregate per Share by the Guarantor. The adjustment has become
effective on the payment date of such dividend, i.e. 7th June, 2005. Capitalised
terms in this notice shall bear the same meanings as those in the Terms and
Conditions of the Convertible Bonds unless otherwise defined.
7th June, 2005
II. Company Announcement
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[GRAPHIC OMITTED]
CNOOC LIMITED
[CHINESE CHARACTERS OMITTED]
(Incorporated in Hong Kong with limited liability under the Companies Ordinance)
(Stock Code: 883)
Appointment of Independent Non-Executive Director
1
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The Company is pleased to announce that Mr. Tse Hau Yin, Aloysius was appointed
as an independent non-executive director of the Company in place of Dr. Erwin
Schurtenberger with effect from 8th June 2005.
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Reference is made to the announcement of CNOOC Limited (the "Company") dated 6th
April 2005 in relation to the resignation of Dr. Erwin Schurtenberger as an
independent non-executive director of the Company.
The Company is pleased to announce that Mr. Tse Hau Yin, Aloysius
([CHINESE CHARACTERS OMITTED]("Mr. Tse") was appointed as an independent
non-executive director of the Company in place of Dr. Erwin Schurtenberger with
effect from 8th June 2005.
Mr. Tse, born in January 1948, is a fellow of The Institute of Chartered
Accountants in England and Wales, and the Hong Kong Institute of Certified
Public Accountants ("HKICPA"). Mr. Tse is a past president of the HKICPA. He
joined KPMG in 1976 and became a partner in 1984 and retired in March 2003. Mr.
Tse was a non-executive Chairman of KPMG's operations in the PRC and a member of
the KPMG China advisory board from 1997 to 2000. Mr. Tse is currently an
independent non-executive director of Wing Hang Bank, Limited and Linmark Group
Limited, companies listed on The Stock Exchange of Hong Kong Limited. Mr. Tse is
a graduate of the University of Hong Kong.
Mr. Tse does not have any relationship with any other Director, senior
management, substantial shareholder or controlling shareholder of the Company.
As at the date of this announcement, Mr. Tse has no interest in the Company's
shares within the meaning of Part XV of the Securities and Futures Ordinance.
There is no service contract between the Company and Mr. Tse. The emoluments of
Mr. Tse will be determined with reference to perception of industry standards
and prevailing market conditions. Mr. Tse is also subject to the retirement by
rotation provisions in the articles of association of the Company.
Mr. Tse was also appointed as a member of the audit committee and a member of
the remuneration committee of the Company with effect from 8th June 2005. After
his appointment, the audit committee will comprise 3 independent non-executive
directors and therefore in compliance with rule 3.21 of The Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong Limited.
The Board warmly welcomes the election of Mr. Tse Hau Yin, Aloysius as an
independent non-executive director of the Company.
As at the date of this announcement, the Board comprises of:
Executive Directors:
Chengyu Fu (Chairman)
Han Luo
Shouwei Zhou
Guangqi Wu
Independent non-executive Directors:
Sung Hong Chiu
Dr. Kenneth S. Courtis
Evert Henkes
By Order of the Board
CNOOC Limited
Yunshi Cao
Company Secretary
Hong Kong, 7th June 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: June 8, 2005