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 29, 2005
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.)
Company Announcement
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[LOGO OMITTED]
CNOOC Limited
[COMPANY NAME IN CHINESE CHARACTERS]
(Incorporated in Hong Kong with limited liability under the Companies Ordinance)
(Stock Code: 883)
ANNOUNCEMENT
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The Circular, at pages 32 to 33, contains a letter of recommendation from the
Independent Board Committee. The letter names all independent non-executive
Directors as members of the Independent Board Committee. Mr Kenneth S.
Courtis, an independent non-executive Director, participated in the
Independent Board Committee process, but due to a conflicting travel schedule
he was prevented from attending the last Independent Board Committee meeting
prior to the dispatch of the Circular. The Company therefore clarifies that
the letter of recommendation from the Independent Board Committee referred to
above was unanimously approved by all independent non-executive Directors save
for Mr Kenneth S. Courtis, who was absent from the last Independent Board
Committee meeting.
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The Company refers to the circular dated 10 December 2005 (the "Circular")
pursuant to which the Second EGM to be held on 31 December 2005 has been
convened for the purpose of considering approval of the Supplemental Agreement
in relation to certain amendments to the Existing Non-Compete Undertaking, the
Revised Cap for the "technical services" category of continuing connected
transaction, the Non-Exempt Continuing Connected Transactions (including the
Proposed Caps) and adoption of the New Share Option Scheme. Unless otherwise
specified in this announcement, terms used herein shall have the same meanings
as defined in the Circular.
The Circular, at pages 32 to 33, contains a letter of recommendation from the
Independent Board Committee. The letter names all independent non-executive
Directors as members of the Independent Board Committee. Mr Kenneth S.
Courtis, an independent non-executive Director, participated in the
Independent Board Committee process, but due to a conflicting travel schedule
he was prevented from attending the last Independent Board Committee meeting
prior to the dispatch of the Circular. The Company therefore clarifies that
the letter of recommendation from the Independent Board Committee referred to
above was unanimously approved by all independent non-executive Directors save
for Mr Kenneth S. Courtis, who was absent from the last Independent Board
Committee meeting.
As at the date of this announcement, the Board comprises the following:
Executive Directors Independent non-executive Directors
Fu Chengyu (Chairman) Sung Hong Chiu
Luo Han Kenneth S. Courtis
Zhou Shouwei Evert Henkes
Cao Xinghe Tse Hau Yin, Aloysius
Wu Zhenfang Lawrence J. Lau
Wu Guangqi
Yang Hua
By Order of the Board
CNOOC Limited
Cao Yunshi
Company Secretary
Hong Kong, 28 December 2005
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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
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Name: Cao Yunshi
Title: Company Secretary
Dated: December 29, 2005
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