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 January 26, 2004
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.)
ANNOUNCEMENT
The Stock Exchange of Hong Kong Limited takes no responsibility for the
contents of this announcement, makes no representation as to its accuracy
or completeness and expressly disclaims any liability whatsoever for any
loss howsoever arising from or in reliance upon the whole or any part of
the contents of this announcement.
CNOOC LIMITED
(Incorporated in Hong Kong with limited liability under the
Companies Ordinance)
PROPOSAL FOR SUBDIVISION OF SHARES
The Company will propose to its shareholders that each of the existing
issued and unissued shares of HK$0.10 each in the share capital of the
Company be subdivided into five shares of HK$0.02 each. The board lot for
trading of Shares in the Company will thereafter be changed to 1,000
shares of HK$0.02 each.
A circular containing, among other things, details of the Share
Subdivision and the trading arrangement in respect of the Subdivided
Shares together with a notice to convene the EGM will be issued to the
shareholders of the Company as soon as practicable.
SHARE SUBDIVISION
CNOOC Limited (the "Company") will put to its shareholders a proposal
that each of the existing issued and unissued shares of HK$0.10 each in
the capital of the Company ("Share") be subdivided ("Share
Subdividision") into five shares of HK$0.02 each ("Subdivided Share").
Upon completion of the Share Subdivision and the change of the board lot
size as referred to below, the monetary value of each board lot of the
Subdivided Shares will be less than the value of the existing board lot
of Shares. In view of the prevailing market condition, the board of
directors of the Company considers that the Share Subdivision may improve
liquidity of the Subdivided Shares and enable the Company to attract more
investors and widen its shareholder base.
As at the date of this announcement, the authorized share capital of the
Company is HK$15,000,000,000.00 which is divided into 150,000,000,000
Shares, of which 8,214,165,655 Shares are in issue. Immediately upon
completion of the Share Subdivision, the authorized share capital of the
Company will be HK$15,000,000,000.00 comprising 750,000,000,000
Subdivided Shares, of which 41,070,828,275 Subdivided Shares will be in
issue and fully paid assuming that no further Shares are issued or
repurchased prior to the completion of the Share Subdivision. The
Subdivided Shares will rank pari passu in all respects with the Shares in
issue prior to the Share Subdivision (but their nominal value will be
different) and the rights attaching to the Subdivided Shares will not be
affected by the Share Subdivision.
The Company has securities in the form of American Depositary Receipts
("ADRs") listed on the New York Stock Exchange, Inc. Each ADR represents
20 Shares. It is also proposed that, upon the Share Subdivision becoming
effective, the ratio of the outstanding ADRs be changed such that one
ADR, which currently represents 20 Shares, will represent 100 Subdivided
Shares. Further details on the proposed change to the Company's ADRs will
be provided to the Company's ADR holders as soon as practicable.
CHANGE OF BOARD LOT SIZE
At present, the Shares are traded in board lots of 500 Shares and upon
fulfillment of the conditions of the Share Subdivision, the board lot
will be increased and will be 1,000 Subdivided Shares.
CONDITIONS OF THE SHARE SUBDIVISION
The Share Subdivision is conditional upon, inter alia:
(a) the passing of an ordinary resolution by shareholders of the Company
at an extraordinary general meeting ("EGM") of the Company; and
(b) the Listing Committee of The Stock Exchange of Hong Kong Limited (the
"Stock Exchange") granting the listing of and permission to deal in the
Subdivided Shares and the Subdivided Shares to be issued pursuant to the
exercise of options in accordance with the Company's share option
schemes.
Apart from the payment of the expenses for the Share Subdivision,
implementation of the Share Subdivision will not, of itself, alter the
underlying assets, business operations, and management or financial
position of the Company or the proportional interests of its shareholders
in the Company. The board of directors of the Company believes that the
Share Subdivision will not have a material adverse effect on the
financial position of the Company and its subsidiaries.
ARRANGEMENT ON ODD LOT TRADING
In order to facilitate the trading of odd lots of Subdivided Shares as a
result of the Share Subdivision and the change of the board lot size, the
Company will appoint a broker (the "Agent") to act as agent in providing
a "matching service" to those shareholders who wish to top-up or sell
their holdings of odd lots of the Subdivided Shares.
The Agent, details of which will be provided in the circular to
shareholders referred to below, will provide the service to match the
sale and purchase of odd lots of Subdivided Shares during the period from
17 March 2004 to 26 April 2004, both dates inclusive. Holders of
Subdivided Shares in odd lots who wish to take advantage of this facility
either to dispose of or top-up their odd lots to a board lot of 1,000
Subdivided Shares may, directly or through their brokers, contact the
Agent during such period. Shareholders should note that successful
matching of the sale and purchase of odd lots of Subdivided Shares is not
guaranteed and will depend on there being adequate amounts of odd lots of
Subdivided Shares available for such matching.
Shareholders are recommended to consult their professional advisers if
they are in any doubt about the matching facility described
above.
EXPECTED TIMETABLE
The expected timetable for the Share Subdivision is as follows:
Circular relating to the Share Subdivision to be dispatched on or about
Monday, 9 February 2004
Latest time for lodging forms of proxy for the EGM: 10:00 a.m. on Sunday,
14 March 2004
EGM : 10:00 a.m. on Tuesday, 16 March 2004
Effective date of Share Subdivision: Wednesday, 17 March 2004
Dealing in Subdivided Shares commences: 9:30 a.m. on Wednesday, 17 March
2004
Existing counter for trading in Shares in board lots of 500 Shares
temporarily closes: 9:30 a.m. on Wednesday, 17 March 2004
Temporary counter for trading in Subdivided Shares in board lots of 2,500
Subdivided Shares (in the form of existing share certificates) opens:
9:30 a.m. on Wednesday, 17 March 2004
First day of free exchange of certificates for Shares for new
certificates for the Subdivided Shares: Wednesday, 17 March 2004
Existing counter for trading in Subdivided Shares in board lots of 1,000
Subdivided Shares (in the form of new certificates for Subdivided Shares)
reopens: 9:30 a.m. on Wednesday, 31 March 2004
Parallel trading in Subdivided Shares (in the form of new certificates
for Subdivided Shares and existing certificates for Shares) commences:
9:30 a.m. on Wednesday, 31 March 2004
Temporary counter for trading in Subdivided Shares in board lots of 2,500
Subdivided Shares (in the form of existing certificates for Shares) ends:
4:00 p.m. on Monday, 26 April 2004
Parallel trading in Subdivided Shares (in the form of new certificates
for Subdivided Shares and existing certificates for Shares) ends: 4:00
p.m. on Monday, 26 April 2004
Last day for free exchange of certificates for Shares for new
certificates for Subdivided Shares 4:00 p.m. on Thursday, 29 April
2004
Matching service for the sale and purchase of odd lots of Subdivided
Shares: from Wednesday, 17 March 2004 to Monday, 26 April 2004
All the existing certificates for the Shares will only be valid for
delivery and settlement only in respect of dealings for the period up to
Monday, 26 April 2004 and thereafter will not be accepted for dealing
purposes. However, the existing certificates for the Shares will continue
to be good evidence of legal title to the Subdivided Shares on the basis
of one Share for five Subdivided Shares and may be exchanged for new
certificates for Subdivided Shares at any time on or after Wednesday, 17
March 2004.
GENERAL
An application will be made to the Stock Exchange for the listing of and
permission to deal in the Subdivided Shares and the Subdivided Shares to
be issued pursuant to the exercise of options pursuant to the Company's
share option schemes.
A circular containing, among other things, details of the Share
Subdivision and the trading arrangement in respect of the Subdivided
Shares together with a notice to convene the EGM will be issued to the
shareholders of the Company as soon as practicable.
By Order of the Board
CNOOC Limited
Fu Chengyu
Chairman
Hong Kong, 26 January 2004
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: January 26, 2004