As filed with the U.S. Securities and Exchange Commission on March 16, 2004
Registration No. 333-10954
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
AMENDMENT NO. 3 TO
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
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CNOOC LIMITED
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
Hong Kong
(Jurisdiction of incorporation or organization of issuer)
JPMORGAN CHASE BANK
(Exact name of depositary as specified in its charter)
4 New York Plaza, New York, NY 10004
Telephone (212) 623-0636
(Address, including zip code, and telephone number, including area
code, of depositary's principal executive offices)
--------------------
Jianfa Li
Lico International, Inc.
10777 Westheimer Road, Suite 840
Houston, TX 77042
(713) 784 - 8598
(Address, including zip code, and telephone number, including
area code, of agent for service)
Copy to:
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York 10022
(212) 319-7600
It is proposed that this filing become effective under Rule 466
[X] immediately upon filing [ ] on [date] at [time]
If a separate registration statement has been filed to register the
deposited shares, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
==============================================================================================================================
Title of each class of Amount Proposed maximum Proposed maximum Amount of
Securities to be registered To be registered aggregate price aggregate offering registration fee
per unit price
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American Depositary Shares evidenced by American
Depositary Receipts, each American Depositary
Share representing 100 shares of CNOOC Limited N/A N/A N/A N/A
==============================================================================================================================
The Prospectus consists of the proposed form of American Depositary
Receipt ("ADR" or "American Depositary Receipt") included as Exhibit A to the
Amendment No. 1 to Deposit Agreement filed as Exhibit (a)(2) to this
Registration Statement, which is incorporated herein by reference.
PART I
INFORMATION REQUIRED IN PROSPECTUS
CROSS REFERENCE SHEET
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Location in Form of ADR
Item Number and Caption Filed Herewith and Caption
----------------------------------------------------------- ---------------------------------------------
(1) Name and address of Depositary Introductory paragraph and final sentence on face
(2) Title of American Depositary Receipts and identity of Face, top center and introductory paragraph
deposited securities
Terms of Deposit:
(i) Amount of deposited securities represented by one Face, upper right corner and introductory paragraph
unit of American Depositary Shares
(ii) Procedure for voting, if any, the deposited Reverse, paragraph (12)
securities
(iii) Collection and distribution of dividends Face, paragraphs (4), (5) and (7); Reverse,
paragraph (10)
(iv) Transmission of notices, reports and proxy soliciting Face, paragraphs (3), (5) and (8); Reverse,
material paragraphs (12), (16) and (17)
(v) Sale or exercise of rights Face, paragraphs (2), (4) and (5); Reverse paragraph
(10)
(vi) Deposit or sale of securities resulting from Face, paragraphs (4) and (5); Reverse, paragraphs
dividends, splits or plans of reorganization (10) and (13)
(vii) Amendment, extension or termination of the Reverse, paragraphs (16) and (17) (no provision for
Deposit Agreement extension)
(viii) Rights of holders of receipts to inspect the Face, paragraph (3)
transfer books of the Depositary and the
list of Holders of receipts
(ix) Restrictions upon the right to deposit or Face, paragraphs (1), (2), (4), and (5)
withdraw the underlying securities
(x) Limitation upon the liability of the Depositary Face, paragraph (7); Reverse, paragraph (14)
(3) Fees and Charges Face, paragraphs (4), (5) and (7)
Item 2. AVAILABLE INFORMATION
(b) Statement that the foreign issuer is subject to the Face, paragraph (8)
periodic reporting requirements of the Securities
Exchange Act of 1934, as amended and, accordingly, files
certain reports with the Securities and Exchange Commission.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(1) Form of Deposit Agreement. Deposit Agreement dated as of January
15, 2001 among CNOOC Limited, JPMorgan Chase Bank, as depositary
(the "Depositary"), and all holders from time to time of ADRs
issued thereunder (the "Deposit Agreement"). Previously filed
(a)(2) Form of Amendment to Deposit Agreement. Form of Amendment No. 1 to
Deposit Agreement dated as of March , 2004 among CNOOC Limited,
the Depositary and all holders from time to time of ADRs issued
thereunder, including the Form of American Depositary Receipt, is
filed herewith as Exhibit (a)(2).
(b) Any other agreement to which the Depositary is a party relating to
the issuance of the American Depositary Shares registered
hereunder or the custody of the deposited securities represented
thereby. Not Applicable.
(c) Every material contract relating to the deposited securities
between the Depositary and the issuer of the deposited securities
in effect at any time within the last three years. Not Applicable.
(d) Opinion of counsel to the Depositary, as to the legality of the
securities being registered. Previously filed.
(e) Certification under Rule 466. Filed herewith as Exhibit (e).
(f) Power of Attorney. Included as part of the signature pages hereto.
Item 4. UNDERTAKINGS
(a) The Depositary hereby undertakes to make available at the principal
office of the Depositary in the United States, for inspection by
holders of the American Depositary Receipts, any reports and
communications received from the issuer of the deposited securities
which are both (1) received by the Depositary as the holder of the
deposited securities, and (2) made generally available to the holders
of the underlying securities by the issuer.
(b) If the amounts of fees charged are not disclosed in the prospectus, the
Depositary undertakes to prepare a separate document stating the amount
of any fee charged and describing the service for which it is charged
and to deliver promptly a copy of such fee schedule without charge to
anyone upon request. The Depositary undertakes to notify each
registered holder of an American Depositary Receipt thirty days before
any change in the fee schedule.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended,
JPMorgan Chase Bank, on behalf of the legal entity created by the Deposit
Agreement, certifies that it has reasonable grounds to believe that all of the
requirements for filing on Form F-6 are met and has duly caused this
Post-Effective Amendment to Registration Statement on Form F-6 to be signed on
its behalf by the undersigned, thereunto duly authorized, in The City of New
York, State of New York, on March 16, 2004.
Legal entity created by the form of Deposit Agreement for
the issuance of ADRs evidencing American Depositary Shares
By: JPMORGAN CHASE BANK, as Depositary
By: /s/Joseph M. Leinhauser
----------------------------------
Name: Joseph M. Leinhauser
Title: Vice President
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
CNOOC Limited certifies that it has reasonable grounds to believe that all of
the requirements for filing on Form F-6 are met and has duly caused this
Post-Effective Amendment to Registration Statement on Form F-6 to be signed on
its behalf by the undersigned, thereunto duly authorized, on March 16, 2004.
CNOOC LIMITED
By: /s/ Chengyu Fu
---------------------------------
Name: Chengyu Fu
Title: Chairman of the Board of Directors and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, As Amended,
this Post-Effective Amendment to Registration Statement on Form F-6 has been
signed by the following persons in the capacities indicated as March 16, 2004.
Signatures Title
---------- -----
/s/ Chengyu Fu Chairman of the Board of Directors and
--------------------------------- Chief Executive Officer
Chengyu Fu
/s/ Shouwei Zhou Director and President
---------------------------------
Shouwei Zhou
/s/ Longsheng Jiang Director
---------------------------------
Longsheng Jiang
/s/ Han Luo Director
---------------------------------
Han Luo
/s/ Sung Hong Chiu Independent Non-Executive Director
---------------------------------
Sung Hong Chiu
/s/ Kenneth S. Courtis Independent Non-Executive Director
---------------------------------
Kenneth S. Courtis
/s/ Erwin Schurtenberger Independent Non-Executive Director
---------------------------------
Erwin Schurtenberger
/s/ Evert Henkes Independent Non-Executive Director
---------------------------------
Evert Henkes
Signatures Title
---------- -----
/s/ Mark Qiu Chief Financial Officer and
--------------------------------- Executive Vice President
Mark Qiu
/s/ Jianfa Li Authorized Representative in The
--------------------------------- United States
Jianfa Li
INDEX TO EXHIBITS
Exhibit Sequentially
Number Numbered Page
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(a)(2) Form of Amendment to Deposit Agreement.
(e) Rule 466 Certification