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 May 25, 2005 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 Form 20-F or Form 40-F) Form 20-F X Form 40-F --------- ---------- (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 --------- ---------- (If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A.) Company Announcement -------------------- [GRAPHIC OMITTED] CNOOC Limited [CHINESE CHARACTERS] (Incorporated in Hong Kong with limited liability) (Stock Code: 883) ANNUAL GENERAL MEETING HELD ON 25 MAY 2005 POLL RESULTS CNOOC Limited ("the Company") is pleased to announce the poll results in respect of the resolutions proposed at the Annual General Meeting (the "AGM") of the Company held on 25 May 2005 as follows:- ---------------------------------------------------------------------------------------------------------------------- Number of Votes (%) -------------------------------------- Resolutions For Against ---------------------------------------------------------------------------------------------------------------------- To receive and consider the Audited Accounts for the year ended 31 December 33,461,156,487 256,400 2004 together with the Reports of the Directors and the Auditors thereon. 99.9992% 0.0008% ---------------------------------------------------------------------------------------------------------------------- As more than 50% of the votes cast were in favour of the resolution, the resolution was duly passed as an ordinary resolution. ---------------------------------------------------------------------------------------------------------------------- To declare a final dividend for the year ended 31 December 2004 33,625,209,987 398,700 99.9988% 0.0012% ---------------------------------------------------------------------------------------------------------------------- As more than 50% of the votes cast were in favour of the resolution, the resolution was duly passed as an ordinary resolution. ---------------------------------------------------------------------------------------------------------------------- To re-elect Mr. Luo Han as Executive Director. 33,499,436,907 89,534,280 99.7334% 0.2666% ---------------------------------------------------------------------------------------------------------------------- As more than 50% of the votes cast were in favour of the resolution, the resolution was duly passed as an ordinary resolution. ---------------------------------------------------------------------------------------------------------------------- To re-elect Mr. Chiu Sung Hong as Independent Non-executive Director. 33,511,764,187 77,190,500 99.7702% 0.2298% ---------------------------------------------------------------------------------------------------------------------- As more than 50% of the votes cast were in favour of the resolution, the resolution was duly passed as an ordinary resolution. ---------------------------------------------------------------------------------------------------------------------- To re-appoint Ernst & Young as Auditors and to authorize the Directors to 33,554,926,687 70,314,600 fix their remuneration. 99.7909% 0.2091% ---------------------------------------------------------------------------------------------------------------------- As more than 50% of the votes cast were in favour of the resolution, the resolution was duly passed as an ordinary resolution. ---------------------------------------------------------------------------------------------------------------------- To grant a general mandate to the Directors to repurchase shares in the 33,619,394,887 1,151,200 Company not exceeding 10% of the aggregate nominal 99.9966% 0.0034% amount of the existing issued share capital. ---------------------------------------------------------------------------------------------------------------------- As more than 50% of the votes cast were in favour of the resolution, the resolution was duly passed as an ordinary resolution. ---------------------------------------------------------------------------------------------------------------------- To grant a general mandate to the Directors to issue, allot and deal with 30,585,892,579 3,019,243,408 additional shares in the Company not exceeding 20% of the existing issued 91.0155% 8.9845% share capital. ---------------------------------------------------------------------------------------------------------------------- As more than 50% of the votes cast were in favour of the resolution, the resolution was duly passed as an ordinary resolution. ---------------------------------------------------------------------------------------------------------------------- To extend the general mandate granted to the Directors to issue, allot and 33,449,499,237 158,165,850 deal with shares by the number of shares repurchased. 99.5294% 0.4706% ---------------------------------------------------------------------------------------------------------------------- As more than 50% of the votes cast were in favour of the resolution, the resolution was duly passed as an ordinary resolution. ---------------------------------------------------------------------------------------------------------------------- Notes (1) The total number of shares of the Company entitling the holders to attend and vote for or against any resolution at the AGM: 41,054,675,375 Every member present in person or by proxy has one vote for every share of which he is the holder (2) The total number of shares entitling the shareholder of the Company to attend and vote only against any resolution at the AGM: Nil (3) Computershare Hong Kong Investor Services Limited acted as the scrutineer for the vote-taking at the AGM. 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 For and on behalf of CNOOC Limited Cao Yunshi Company Secretary Hong Kong, 25 May 2005 2 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 ----------------------------- Name: Cao Yunshi Title: Company Secretary Dated: May 25, 2005