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 December 9, 2002
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
JPMorgan Chase Bank, Depositary
P.O. Box 43062, Providence, RI 02940-5115
The undersigned, a holder of record on December 9, 2002, of American
Depositary Receipts representing Hong Kong Shares of CNOOC Limited, hereby
requests and authorizes JPMorgan Chase Bank, Depositary, through its Nominee
or Nominees, to vote or execute a proxy to vote the underlying Hong Kong
Shares of the Company, represented by American Depositary Receipts, registered
in the name of the undersigned at the Extraordinary General Meeting of CNOOC
Limited to be held at Island Shangri-la Hong Kong, Two Pacific Place, Supreme
Court Road, Hong Kong, on Monday, December 23, 2002, at 11:00 a.m. (Hong Kong
time), or at any adjournment thereof.
These instructions, when properly signed and dated, will be voted in the
manner directed herein. If you mark the box to indicate that you wish to give
a discretionary proxy to the Chairman of the Meeting, the underlying Hong Kong
Shares represented by your American Depositary Receipts will be voted by the
Chairman of the Meeting in his or her discretion.(1)
NOTE: In order to have the aforesaid Hong Kong Shares voted, this Voting
Instruction Card MUST be returned to the Depositary via facsimile or mail
before 3:00 p.m., December 19, 2002, to JPMorgan Chase Bank, P.O. Box 43062,
Providence, RI 02940-5115, fax number (781)575-2121.
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PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.
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Please sign this Voting Instruction Card exactly as your name(s) appear(s) on
the books of the Depositary. Joint owners should each sign personally.
Trustees and other fiduciaries should indicate the capacity in which they
sign, and where more than one name appears, a majority must sign. If a
corporation, this signature should be that of an authorized officer who should
state his or her title.
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HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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Extraordinary General Meeting
Ordinary Resolution
THAT the ongoing connected transactions as described in the Announcement
made by the Company on December 5, 2002(2), which the Company expects to
occur on a regular and continuous basis in the ordinary and usual course
of business of the Company and its subsidiaries, as the case may be, be
and are hereby generally and unconditionally approved and the directors of
the Company are hereby authorized to do all such further acts and things
and execute such further documents and take all such steps which in their
opinion may be necessary, desirable or expedient to implement and/or give
effect to the terms of such transactions.
1 Please refer to the discretionary box on the reverse of this form.
2 Details of the Announcement are set out in full in the "Letter from
the Board" contained in the Shareholders' Circular.
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| X | PLEASE MARK VOTES
|___| AS IN THIS EXAMPLE
Extraordinary General Meeting
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CNOOC LIMITED For Against
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Ordinary | | | |
------------------------------------------------------------- Resolution |___| |_______|
PLEASE REFER TO THE REVERSE OF THIS FORM FOR THE
RESOLUTION TO BE VOTED AT THE MEETING.
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CONTROL NUMBER:
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Mark box at right if you wish to give a discretionary | |
proxy to the Chairman of the Meeting. PLEASE NOTE: | |
Marking the box to the right voids any other | |
instructions indicated above. |___|
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Please be sure to sign and date this Voting | Date | Mark box at right if an address change or comment | |
Instruction Card. | | has been noted on the reverse of this form. |___|
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|__ ADR holder sign here _______ Co-owner sign here _______|
DETACH CARD DETACH CARD
TO THE REGISTERED HOLDERS OF AMERICAN DEPOSITARY RECEIPTS ("ADRs")
REPRESENTING HONG KONG SHARES OF
CNOOC LIMITED
JPMorgan Chase Bank (the "Depositary") has received advice that an Extraordinary General Meeting (the
"Meeting") of shareholders of CNOOC Limited (the "Company") will be held at Island Shangri-la Hong
Kong, Two Pacific Place, Supreme Court Road, Hong Kong, on Monday, December 23, 2002, at 11:00 a.m.
(Hong Kong time), for the purposes set forth on the reverse of this form.
If you are desirous of having the Depositary, through its Nominee or Nominees, vote or execute a proxy
to vote the Hong Kong Shares represented by your American Depositary Receipts for or against the
Resolution to be proposed, at the Meeting, kindly execute and forward to JPMorgan Chase Bank, the
attached Voting Instruction Card. The enclosed postage paid envelope is provided for this purpose.
This Voting Instruction Card should be executed in such manner as to show clearly whether you desire
the Nominee or the Nominees of the Depositary to vote for or against the Resolution, as the case may
be. Alternatively, you may include instructions to give a discretionary proxy to the Chairman of the
Meeting. The Voting Instruction Card MUST be forwarded in sufficient time to reach the Depositary
before 3:00 p.m., December 19, 2002. Only the registered holders of record at the close of business on
December 9, 2002, will be entitled to execute the attached Voting Instruction Card.
Completion and delivery of the Voting Instruction Card will not preclude you from attending the
Meeting if you so wish. In such event, this Voting Instruction Card shall be deemed to be revoked.
NOTE: Due to the limited amount of time available before the proxy deadline, the completed Voting
Instruction Card can be faxed (with the original to follow by mail) to: Kent Leonard, JPMorgan Service
Center - ADR fax number (781) 575-2121.
JPMorgan Chase Bank, Depositary
Dated: December 9, 2002
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: December 9, 2002