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 April 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.) Company Press Release --------------------- CNOOC Limited Reported Offshore China Production Growth for Q1 (Hong Kong, 29 April 2004) CNOOC Limited (the "Company" or "CNOOC Ltd."; NYSE "CEO", SEHK "883") today reported a 7.2% increase in oil and gas production offshore China in the first quarter of 2004 as compared to the same period last year, reaching 314,382 barrels of oil equivalent (boe) per day. Crude oil and liquids production was 273,054 barrels per day and natural gas production was 237 million cubic feet per day. The increase was largely due to an 11.8% increase in crude oil and liquids production in the Eastern South China Sea and a 98.1% increase in natural gas production in the Western South China Sea. In the first quarter of 2004, overseas assets recorded a total working interest production of 9.1 mmboe and EBITDE of RMB627.8 mm (US$75.8 mm), stronger than what was expected. Reported net entitlement production for the Company was 362,672 barrels of oil equivalent (boe) per day. Crude oil and liquids production and natural gas production were 306,980 boe per day and 323 mmcf per day, respectively. Total unaudited revenues were RMB7.78 billion (US$940.2 million) for the first quarter of 2004, representing a 3.8% increase from the first quarter of 2003. The revenue growth was a result of higher production volume, which was partially offset by the slight decrease in realized oil and gas prices. The average realized oil and gas prices for the first quarter were US$29.79 per barrel and US$2.8 per thousand cubic feet, respectively. "This quarter's production growth offshore China was encouraging. The key value driver for overseas operations, cash flow, performed better than expected. We had a good start," commented Mr. Fu Chengyu, Chairman and Chief Executive Officer, "We are however not relaxing." "Offshore China costs were under effective control in the first quarter of 2004. We will continue to manage our costs closely. Production offshore China is back-loaded this year, some costs components are expected to increase as well," said Mark Qiu, Chief Financial Officer. WZ 12-1N came on stream earlier this year with an estimated peak production of 14,400 boe per day. CNOOC Limited confirmed a number of discoveries in Bohai Bay. "It was another solid quarter, all 13 major development projects are progressing on track. We expect to meet our key operating targets for the year," commented Mr. Zhou Shouwei, President of the Company. In February, the Company acquired additional equity interest in the Tangguh LNG Project in Indonesia. As a result, CNOOC's stake in the project increased from 12.5% to 16.96%. First Quarter and Year-to-Date Production Summary ------------------------------------------------- 2003 2004 Crude Oil & Liquids (b/d) Q1 YTD Q1 YTD Bohai Bay 125,679 125,679 129,530 129,530 Western South China Sea 67,072 67,072 61,279 61,279 Eastern South China Sea 71,365 71,365 79,801 79,801 East China Sea 2,718 2,718 2,444 2,444 Overseas 41,944 41,944 33,926 33,926 Subtotal (b/d) 308,777 308,777 306,980 306,980 Natural Gas (mmcf/d) Bohai Bay 42 42 45 45 Western South China Sea 87 87 173 173 Eastern South China Sea - - - - East China Sea 15 15 19 19 Overseas 97 97 86 86 Subtotal (mmcf/d) 242 242 323 323 Total Production (boe/d) 351,378 351,378 362,672 362,672 First Quarter and Year-to-Date Revenue and Expenditure (Unaudited) ------------------------------------------------------------------ RMB millions US$ millions(1) 2003 2004 2003 2004 Q1 YTD Q1 YTD Q1 YTD Q1 YTD Sales Revenue ------------- Crude oil and liquids 6,966.0 6,966.0 7,094.8 7,094.8 841.6 841.6 857.2 857.2 Natural gas 487.4 487.4 619.9 619.9 58.9 58.9 74.9 74.9 Marketing Revenue, net 16.4 16.4 34.5 34.5 2.0 2.0 4.2 4.2 Others 29.4 29.4 32.5 32.5 3.6 3.6 3.9 3.9 Total 7,499.2 7,499.2 7,781.8 7,781.8 906.0 906.0 940.2 940.2 Capital Expenditures Exploration 285.4 285.4 363.6 363.6 34.5 34.5 43.9 43.9 Development 1,116.5 1,116.5 1,804.8 1,804.8 134.9 134.9 218.0 218.0 Others 0.3 0.3 3.3 3.3 0.0 0.0 0.4 0.4 Total 1,402.1 1,402.1 2,171.7 2,171.7 169.4 169.4 262.4 262.4 (1) Converted to US dollars: RMB 8.2771 = US$1.00 Ends 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 four major areas offshore China, which cover Bohai Bay, Western South China Sea, Eastern South China Sea and East China Sea. The Company is also one of the largest offshore crude producers 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 enquiries, 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 1648 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: April 29, 2004