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 June 15, 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 [CHINESE CHARACTERS OMITTED] (stock code: 883) (Incorporated in Hong Kong with limited liability) ANNUAL GENERAL MEETING HELD ON 14 JUNE 2004 POLL RESULTS CNOOC Limited ("the Company") is pleased to announce the poll results in respect of the resolutions proposed at the Annual General Meeting of the Company held on 14 June 2004 as follows :- ----------------------------------------------------------------------------------------------------------------- Resolutions Number of Votes (%) --------------------------------------- For Against ----------------------------------------------------------------------------------------------------------------- To re-elect Mr. Zhou Shouwei as Executive Director. 33,135,305,363 146,953,135 99.5585% 0.4415% ------------------------------------------------------------------------------------------------------ As more than 50% of the votes cast were in favour of the resolution, the resolution was duly passed as an ordinary resolution. ----------------------------------------------------------------------------------------------------------------- To re-elect Dr. Kenneth S. Courtis as Independent 33,132,986,863 149,266,635 Non-executive Director. 99.5515% 0.4485% ------------------------------------------------------------------------------------------------------- As more than 50% of the votes cast were in favour of the resolution, the resolution was duly passed as an ordinary resolution. ------------------------------------------------------------------------------------------------------------------ To re-elect Dr. Erwin Schurtenberger as Independent 33,132,899,763 149,363,735 Non-executive Director. 99.5512% 0.4488% ------------------------------------------------------------------------------------------------------- As more than 50% of the votes cast were in favour of the resolution, the resolution was duly passed as an ordinary resolution. ------------------------------------------------------------------------------------------------------------------ To re-elect Mr. Evert Henkes as Independent Non-executive 33,135,826,863 146,476,635 Director. 99.5599% 0.4401% ------------------------------------------------------------------------------------------------------- As more than 50% of the votes cast were in favour of the resolution, the resolution was duly passed as an ordinary resolution. ------------------------------------------------------------------------------------------------------------------ To re-appoint Ernst & Young as Auditors and to authorize the 33,297,055,498 548,300 Directors to fix their remuneration. 99.9984% 0.0016% ------------------------------------------------------------------------------------------------------- As more than 50% of the votes cast were in favour of the resolution, the resolution was duly passed as an ordinary resolution. ------------------------------------------------------------------------------------------------------------------ To grant a general mandate to the Directors to repurchase 33,636,115,298 303,004,670 shares in the Company not exceeding 10% of the aggregate 99.1072% 0.8928% nominal amount of the existing issued share capital. ------------------------------------------------------------------------------------------------------- As more than 50% of the votes cast were in favour of the resolution, the resolution was duly passed as an ordinary resolution. ------------------------------------------------------------------------------------------------------------------ To grant a general mandate to the Directors to issue, allot 30,662,473,771 3,569,591,697 and deal with additional shares not exceeding 20% of the 89.5724% 10.4276% existing issued share capital. ------------------------------------------------------------------------------------------------------- As more than 50% of the votes cast were in favour of the resolution, the resolution was duly passed as an ordinary resolution. ------------------------------------------------------------------------------------------------------------------ To extend the general mandate granted to the Directors to 33,561,459,498 76,952,700 issue, allot and deal with shares by the number of shares 99.7712% 0.2288% repurchased. ------------------------------------------------------------------------------------------------------- As more than 50% of the votes cast were in favour of the resolution, the resolution was duly passed as an ordinary resolution. ------------------------------------------------------------------------------------------------------------------ To amend the articles of association of the Company. 33,442,853,043 29,278,064 99.9125% 0.0875% ------------------------------------------------------------------------------------------------------- As more than 75% of the votes cast were in favour of the resolution, the resolution was duly passed as a special resolution. ------------------------------------------------------------------------------------------------------------------ Notes (1) The total number of shares of the Company entitling the holders to attend and vote for or against any resolution at the AGM: 41,061,951,275 Every member present in person or by proxy has one vote for every share of which he is the holder (2) The total number of shares entitling the shareholder of the Company to attend and vote only against any resolution at the AGM: Nil (3) Computershare Hong Kong Investor Services Limited acted as the scrutineer for the vote-taking at the AGM. The Board comprises: Executive Directors Fu Chengyu (Chairman) Jiang Longsheng Zhou Shouwei Luo Han Independent non-executive Directors: Chiu Sung Hong Dr. Kenneth S. Courtis Dr. Erwin Schurtenberger Evert Henkes For and on behalf of CNOOC Limited Cao Yunshi Company Secretary Hong Kong, 14 June 2004 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 ----------------------------- Name: Cao Yunshi Title: Company Secretary Dated: June 15, 2004