UNITED STATES
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
the month of November 2015
Commission File Number 1-14966
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 of Form 20-F or Form 40-F.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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CNOOC Limited
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By:
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/s/
Jiewen Li
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Name:
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Jiewen Li
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Title:
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Joint Company Secretary
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Dated: November 30, 2015
EXHIBIT
INDEX
| Exhibit
No. |
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Description |
| 99.1 |
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Announcement entitled “Change of Joint Company
Secretary” |
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Exhibit 99.1
Hong
Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this
announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any
loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
(Incorporated in Hong Kong with limited
liability under the Companies Ordinance)
(Stock Code: 00883)
CHANGE
OF JOINT COMPANY SECRETARY
The
board of directors (the “Board”) of CNOOC Limited (the “Company”) announces that
with effect from 27 November 2015, Ms. Li Jiewen (“Ms. Li”), the General Manager (Director) of the
Investor Relations Department (Office for the Board of Directors) of the Company, has been appointed as a joint company
secretary of the Company. Ms. Li will be assisted by Ms. Tsue Sik Yu, May (“Ms. Tsue”), the other joint
company secretary of the Company, to perform her duties as joint company secretary of the Company.
The
Board also announces that Mr. Zhong Hua (“Mr. Zhong”) has no longer served as the joint company secretary
with effect from 27 November 2015.
The
Board further announces that The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) has granted
a waiver for a period of three years from strict compliance with Rules 3.28 and 8.17 of the Rules Governing the Listing
of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) with respect to the
appointment of Ms. Li as the joint company secretary, who currently does not possess the qualifications of company secretary
as required under Rules 3.28 and 8.17 of the Listing Rules.
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CHANGE
OF JOINT COMPANY SECRETARY
The
Board of the Company announces that with effect from 27 November 2015, Ms. Li, the General Manager (Director) of the Investor
Relations Department (Office for the Board of Directors) of the Company, has been appointed as a joint company secretary of the
Company. Ms. Li will be assisted by Ms. Tsue, the other joint company secretary of the Company, to perform her duties as joint
company secretary of the Company.
Born
in 1965, Ms. Li Jiewen is currently the General Manager (Director) of the Investor Relations Department (Office for the Board
of Directors) and the General Manager of the Controllers Department of the Company. Ms. Li is a senior economist and Certified
Senior Enterprise Risk Manager and a member of CPA Australia. Ms. Li graduated from Shanghai Jiao Tong University with a bachelor’s
degree in Naval Architecture and Ocean Engineering in 1987. She received a master’s degree in Management from Zhejiang University
in 2001. Ms. Li joined China National Offshore Oil Corporation (CNOOC) in 1987 and has been working in the oil and gas industry
for over 28 years. From 1987 to 1989, Ms. Li was a Structure Engineer in Nanhai East Oil Corporation of CNOOC.
From 1990 to 2003,
she worked as the Structure Engineer, Budget and Planning Engineer, Budget Supervisor, Assistant Finance Manager of CACT (CNOOC-AGIP-Chevron-Texaco)
Operators Group. From January 2004 to October 2006, she served as the Finance Manager of CNOOC China Limited Shenzhen Branch.
From October 2006 to November 2010, Ms. Li was the Deputy General Manager of the Controllers Department of the Company. Ms. Li
has been appointed as the General Manager of the Controllers Department of the Company in November 2010. Ms. Li has been also
appointed as the General Manager (Director) of the Investor Relations Department (Office for the Board of Directors) of the Company
since October 2015. Ms. Li is also the Director of Nexen Energy ULC, a subsidiary of the Company.
Ms.
Li currently does not possess the qualifications of company secretary as required under Note 1 to Rule 3.28 of the Listing Rules.
The Company has applied, and the Stock Exchange has granted, a waiver from strict compliance with Rules 3.28 and 8.17 of the Listing
Rules (the “Waiver”) with respect to the appointment of Ms. Li as a joint company secretary of the Company
for a period of three years from the date of appointment of Ms. Li as the joint company secretary of the Company (the “Waiver
Period”) on the conditions that (i) Ms. Li will be assisted by Ms. Tsue during the Waiver Period; (ii) the Company will
notify the Stock Exchange at the end of the Waiver Period for the Stock Exchange to revisit the situation. The Stock Exchange
expects that, after the end of the Waiver Period, the Company will be able to demonstrate that Ms. Li can satisfy Rules 3.28 and
8.17 of the Listing Rules after having the benefit of Mr. Tsue’s assistance such that a further waiver will not be necessary;
and (iii) the Company will announce the details of the Waiver. The Waiver applies to this case only and will be revoked immediately
if and when Ms. Tsue ceases to provide assistance to Ms. Li. The Stock Exchange may withdraw or change it if the Company’s
situation changes.
The
Board also announces that Mr. Zhong has no longer served as the joint company secretary with effect from 27 November 2015.
The
Board would like to take this opportunity to express its sincere gratitude to Mr. Zhong for his contributions to the Company during
his tenure of office, and would like to express its warmest welcome to Ms. Li for taking up the appointment.
By
Order of the Board
CNOOC Limited
Li Jiewen
Joint
Company Secretary
Hong
Kong, 30 November 2015
As
at the date of this announcement, the Board comprises:
| Executive
Directors |
Independent
Non-executive Directors |
Li
Fanrong
Wu
Guangqi
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Chiu
Sung Hong
Lawrence
J. Lau
Tse
Hau Yin, Aloysius
Kevin
G. Lynch
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| Non-executive
Directors |
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Yang
Hua (Chairman)
Lv
Bo
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