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 March 29, 2004 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 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.) CNOOC Limited Xihu Reserves at 47 Million BOE (Hong Kong, March 29, 2004) - In response to market inquiries on certain partners' reserve booking in Xihu Trough, a gas field of five joint ventures of each of which CNOOC Limited (the "Company" or "CNOOC Ltd."; NYSE "CEO", SEHK "883") owns 30 per cent, the Company disclosed that the Company has booked approximately 47 million BOE of net proved reserves for its 30% equity stake in Xihu Trough joint ventures as of the end of 2003. "We have all along anticipated certain transactions in the property and have therefore taken a consistently conservative approach in our booking of reserves by excluding expected reserve sales," commented Mark Qiu, CFO and Senior Vice President of the Company. End Notes to Editors: CNOOC LIMITED - BACKGROUND Incorporated in Hong Kong in August 1999, CNOOC Limited (SEHK: 883; NYSE: CEO) is the dominant producer of crude oil and natural gas offshore China. CNOOC Limited is also one of the largest independent crude oil and gas exploration and production companies in the world. As of December 31, 2003, its net proved reserves were 2.1 billion barrels-of-oil equivalents and its net production averaged 356,729 BOE per day. CNOOC Limited is currently engaged in exploration, development and production in 4 major areas offshore China, which covers Bohai Bay, Western South China Sea, Eastern South China Sea and East China Sea. The Company is also one of the largest offshore crude producer in Indonesia. The Company has about 2,447 employees. CNOOC LIMITED - RELATIONSHIP WITH ITS PARENT COMPANY CNOOC Limited, incorporated in Hong Kong, is a 70.6% held subsidiary of China National Offshore Oil Corporation ("CNOOC"). CNOOC Limited is the sole vehicle through which CNOOC carries out oil and gas exploration, development, production and selling activities offshore China and internationally. CNOOC, the parent company, is involved in the administrative, research, and services functions for the China offshore petroleum industry as well as other mid- or downstream petroleum projects. *** *** *** This press release contains statements that are not historical facts, including statements about beliefs and expectations of the directors of CNOOC Limited (the Company). These forward-looking statements are based on current plans, estimates and projections, and therefore you should not place undue reliance on them. Forward-looking statements speak only as of the date they are made, and the directors of the Company undertake no obligation to update publicly any of them in light of new information or future events. Forward-looking statements involve inherent risks and uncertainties. You are cautioned that a number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Such factors include, but are not limited to, changes in PRC economic, political and social conditions as well as government policies. *** *** *** For further inquiries, please contact: ------------------------------------------------------------------------------- Mr. Xiao Zongwei Ms Anne Lui/Ms. Maggie Chan/Ms. Carol Chan CNOOC Limited Ketchum Newscan Public Relations Tel : +86 10 8452 1646 Tel: 852-3141-8016/852-3141-8063/852-3141-8091 Fax: +86 10 8452 1441 Fax: 852-2510-8199 E-mail: xiaozw@cnooc.com.cn E-mail: anne.lui@knprhk.com ------------------- carol.chan@knprhk.com --------------------- maggie.chan@knprhk.com ---------------------- ------------------------------------------------------------------------------- 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 ------------------------ Name: Cao Yunshi Title: Company Secretary Dated: March 29, 2004