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 April 7, 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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[GRAPHIC OMITTED]
CNOOC Limited
[CHINESE CHARACTERS OMITTED]
(Incorporated in Hong Kong with limited liability)
(Stock Code: 883)
Resignation of Independent Non-Executive Director
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With effect from 1 April 2005, Dr. Erwin Schurtenberger has resigned as an
independent non-executive director of the Company.
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The board of directors (the "Board") of CNOOC Limited (the "Company") announces
that Dr. Erwin Schurtenberger has resigned as an independent non-executive
director of the Company with effect from 1 April 2005 for personal reasons due
to ill health. Dr. Erwin Schurtenberger has confirmed that he has no
disagreement with the Board and there is no matter that needs to be brought to
the attention of the shareholders of the Company in connection with his
resignation.
The Board would like to take this opportunity to express its appreciation and
gratitude to Dr. Erwin Schurtenberger for his contribution and services to the
Company.
After the resignation of Dr. Erwin Schurtenberger, the Board comprises of 4
executive directors and 3 independent non-executive directors. The Company will
continue to be in compliance with rule 3.10 of The Rules Governing the Listing
of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").
Dr. Erwin Schurtenberger was a member of the audit committee of the Company.
After his resignation, the audit committee will comprise 2 independent
non-executive directors. The Company has not been able to secure a replacement
to date and will comply with rule 3.23 of the Listing Rules and ensure that
appropriate members are appointed to the audit committee to meet the requirement
of rule 3.21 of the Listing Rules within three months of Dr. Schurtenberger's
resignation.
As at the date of this announcement, the Board comprises:
Executive Directors
Fu Chengyu (Chairman)
Luo Han
Jiang Longsheng
Zhou Shouwei
Independent non-executive Directors:
Chiu Sung Hong
Dr. Kenneth S. Courtis
Evert Henkes
By Order of the Board
CNOOC Limited
Cao Yunshi
Company Secretary
Hong Kong, 6th April 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: April 7, 2005