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 May 29, 2003 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 Announcement -------------------- CNOOC Limited (Incorporated in Hong Kong with limited liability) ANNUAL GENERAL MEETING HELD ON 29 May 2003 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 29 May 2003 as follows:- ------------------------------------------------------------------------------------------------------------------- Resolutions Number of Votes (%) --------------------------------------------- For Against ------------------------------------------------------------------------------------------------------------------- 1. To receive and consider the Audited Accounts for the 6,796,183,961 14,700 year ended 31 December 2002 together with the 99.999% 0.001% Reports of the Directors and the Auditors thereon. ---------------------------------------------------------------------------------------------------- As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution. ------------------------------------------------------------------------------------------------------------------- 2. To declare the final dividend for the year ended 31 6,793,153,861 3,198,500 December 2002 and special cash dividend. 99.953% 0.047% ---------------------------------------------------------------------------------------------------- As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution. ------------------------------------------------------------------------------------------------------------------- 3(i). To re-elect Mr. Jiang Longsheng as Director. 6,683,595,061 87,593,200 98.706% 1.294% ---------------------------------------------------------------------------------------------------- As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution. ------------------------------------------------------------------------------------------------------------------- 3(ii). To re-elect Mr. Luo Han as Director. 6,683,593,021 87,591,200 98.706% 1.294% ---------------------------------------------------------------------------------------------------- As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution. ---------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------- 3(iii). To re-elect Mr. Chiu Sung Hong as Director. 6,684,583,021 87,601,200 98.706% 1.294% ---------------------------------------------------------------------------------------------------- As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution. ------------------------------------------------------------------------------------------------------------------- 4. To re-appoint Ernst & Young as Auditors and to 6,779,641,461 16,702,700 authorize the Directors to fix their remuneration. 99.754% 0.246% ---------------------------------------------------------------------------------------------------- As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution. ------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------- 5. To grant a general mandate to the Directors to 6,796,100,241 175,160 repurchase shares in the Company not exceeding 10% 99.997% 0.003% of the aggregate nominal amount of the existing issued share capital. ---------------------------------------------------------------------------------------------------- As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution. ---------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------- 6. To grant a general mandate to the Directors to 6,724,996,901 136,004,958 issue, allot and deal with additional shares not 98.018% 1.982% exceeding 20% of the existing issued share capital. ---------------------------------------------------------------------------------------------------- As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution. ------------------------------------------------------------------------------------------------------------------- 7. To extend the general mandate granted to the 6,777,384,115 13,676,846 Directors to issue, allot and deal with shares by 99.799% 0.201% the number of shares repurchased. ---------------------------------------------------------------------------------------------------- As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution. ------------------------------------------------------------------------------------------------------------------- 8. To authorize the Directors to fix the remuneration 6,743,835,821 27,411,480 of the members of any committee appointed by the 99.595% 0.405% Directors as they think fit from time to time and to charge such remuneration to the current expenses of the Company. ---------------------------------------------------------------------------------------------------- As more than 50% of the votes were cast in favour of the resolution, the resolution was duly passed as an ordinary resolution. ------------------------------------------------------------------------------------------------------------------- For and on behalf of CNOOC Limited Cao Yunshi Company Secretary Hong Kong, 29 May 2003 3 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: May 29, 2003 4