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 April 4, 2003
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.)
CNOOC Limited
[GRAPHIC OMITTED]
CNOOC LIMITED
[CHINESE CHARACTERS OMITTED]
(Incorporated in Hong Kong with limited liability)
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of CNOOC Limited (the
"Company") will be held on 29 May 2003 at 10:00 a.m. at Island Shangri-la Hong
Kong, Two Pacific Place, Supreme Court Road, Hong Kong, for the following
purposes:
As Ordinary Business:
1. To receive and consider the Audited Accounts for the year ended 31
December 2002 together with the Reports of the Directors and the
Auditors thereon.
2. To declare the final dividend for the year ended 31 December 2002 and
special cash dividend.
3. To re-elect Directors and fix their remuneration.
4. To re-appoint the Auditors and to authorise the Directors to fix
their remuneration.
And as Special Business, to consider and, if thought fit, to pass the
following as ordinary resolutions:
ORDINARY RESOLUTIONS
5. "THAT:
(a) subject to paragraphs (b) and (c) below, the exercise by the
Directors during the Relevant Period (as hereinafter defined)
of all the powers of the Company to purchase shares of
HK$0.10 each in the capital of the Company including any form
of depositary receipts representing the right to receive such
shares ("Shares") on The Stock Exchange of Hong Kong Limited
(the "Stock Exchange") or any other stock exchange recognised
for this purpose by the Securities and Futures Commission of
Hong Kong and the Stock Exchange in accordance with all
applicable laws including the Hong Kong Code on Share
Repurchases and the Rules Governing the Listing of Securities
on the Stock Exchange as amended from time to time be and is
hereby generally and unconditionally approved;
(b) the aggregate nominal amount of Shares which may be purchased
or agreed conditionally or unconditionally to be purchased by
the Directors pursuant to the
approval in paragraph (a) above shall not exceed 10 percent of
the aggregate nominal amount of the share capital of the
Company in issue at the date of passing this Resolution, and
the said approval shall be limited accordingly; and
(c) for the purpose of this Resolution:
"Relevant Period" means the period from the passing of this
Resolution until the earliest of:
(i) the conclusion of the next annual general meeting of
the Company;
(ii) the expiry of the period within which the next annual
general meeting of the Company is required by the
Company's articles of association (the "Articles of
Association") or the Companies Ordinance to be held;
and
(iii) the revocation or variation of the authority
given to the Directors under this Resolution by
ordinary resolution of the Company's shareholders
in general meeting."
6. "THAT:
(a) subject to paragraph (c) below, the exercise by the
Directors during the Relevant Period (as hereinafter
defined) of all the powers of the Company to allot, issue
and deal with additional Shares and to make or grant offers,
agreements and options which might require the exercise of
such powers be and are hereby generally and unconditionally
approved;
(b) the approval in paragraph (a) shall authorise the Directors
during the Relevant Period to make or grant offers,
agreements and options which might require the exercise of
such powers after the end of the Relevant Period;
(c) the aggregate nominal amount of share capital allotted,
issued and dealt with or agreed conditionally or
unconditionally to be allotted, issued and dealt with
(whether pursuant to an option or otherwise) by the Directors
pursuant to the approval in paragraph (a), otherwise than
pursuant to (i) a Rights Issue (as hereinafter defined), (ii)
the exercise of options granted under any share option scheme
adopted by the Company or (iii) any scrip dividend on Shares
in accordance with the Articles of Association, shall not
exceed the aggregate of (aa) 20 per cent. of the aggregate
nominal amount of the share capital of the Company in issue
at the date of passing this Resolution, plus (bb) (if the
Directors are so authorised by a separate ordinary resolution
of the shareholders of the Company) the aggregate nominal
amount of share capital of the Company repurchased by the
Company subsequent to the passing of this Resolution (up to a
maximum equivalent to 10 per cent. of the aggregate nominal
amount of the share capital of the Company in issue at the
date of passing this Resolution), and the said approval shall
be limited accordingly; and
(d) for the purpose of this Resolution:
"Relevant Period" means the period from the passing of this
Resolution until the earliest of:
(i) the conclusion of the next annual general meeting of
the Company;
(ii) the expiry of the period within which the next annual
general meeting of the Company is required by the
Articles of Association or the Companies Ordinance to
be held; and
(iii) the revocation or variation of the authority
given to the Directors under this Resolution by
ordinary resolution of the Company's shareholders
in general meeting; and
"Rights Issue" means an offer of shares open for a period
fixed by the Directors to holders of Shares on the register
of members on a fixed record date in proportion to their
then holdings of such Shares (subject to such exclusion or
other arrangements as the Directors may deem necessary or
expedient in relation to fractional entitlements or having
regard to any legal or practical restrictions or obligations
under the laws of, or the requirements of, any recognised
regulatory body or any stock exchange in any territory
applicable to the Company) and an offer, allotment or issue
of shares by way of rights shall be construed accordingly."
7. "THAT the Directors be and are hereby authorised to exercise
the powers of the Company referred to in paragraph (a) of Resolution
6 in respect of the share capital of the Company referred to in
sub-paragraph (bb) of paragraph (c) of such resolution."
8. "THAT the Directors be and they are hereby authorized to fix
the remuneration of the members of any committee appointed by the
Directors as they think fit from time to time and charge such
remuneration to the current expenses of the Company."
9. To transact any other ordinary business.
By order of the Board
CAO Yunshi
Company Secretary
Hong Kong, 27 March 2003
Notes:
(1) Any member entitled to attend and vote at the above Meeting is
entitled to appoint one or more proxies to attend and, on a poll,
vote in his stead. A proxy need not be a member of the Company.
(2) In order to be valid, a form of proxy together with the power
of attorney or other authority (if any) under which it is signed, or
a notarially certified copy thereof, must be deposited at the
Company's registered office at 65th Floor, Bank of China Tower, 1
Garden Road, Hong Kong not less than 48 hours before the time fixed
for holding the above meeting. Completion and return of a form of
proxy will not preclude a member from attending and voting in person
if he is subsequently able to be present.
(3) The Register of Members will be closed from 23 May 2003
(Friday) to 29 May 2003
(Thursday) (both days inclusive). In order to establish entitlements
to the proposed final dividend and special cash dividend, all
transfers accompanied by the relevant share certificates must be
lodged with the Company's registrar, Hong Kong Registrars Limited, at
Rooms 1901-5, 19th Floor, Hopewell Centre, 183 Queen's Road East,
Wanchai, Hong Kong not later than 4:00 p.m. on 22 May 2003 (Thursday).
(4) In relation to the Ordinary Resolution set out in item 5 of
the Notice, the Directors wish to state that they have no immediate
plans to repurchase any existing shares. The Explanatory Statement
containing the information necessary to enable the shareholders to
make an informed decision on whether to vote for or against the
resolution to approve the repurchase by the Company of its own
shares, as required by the Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited (the "Listing Rules"),
will be set out in a separate letter from the Company to be enclosed
with the 2002 Annual Report.
(5) In relation to the Ordinary Resolution set out in item 6 of
the Notice, the Directors wish to state that they have no immediate
plans to issue any new shares of the Company. Approval is being
sought from the shareholders as a general mandate for the purpose of
Section 57B of the Companies Ordinance and the Listing Rules.
(6) In relation to the Ordinary Resolution set out in item 8 of
the Notice, pursuant to Article 118 of the Articles of Association of
the Company, the Directors have the power, with the consent of the
shareholders in general meeting, to remunerate the members of any
committee, and charge such remuneration to the current expenses of
the Company. Currently, the Directors have appointed two standing
committees, namely, the Audit Committee and the Compensation
Committee. The Directors intend to fix the remuneration of the
members of such committees at levels which are commensurate with the
relevant member's responsibility and workload.
Please also refer to the published version of this announcement in the South
China Morning Post dated on 28-3-2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be issued 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: April 4, 2003