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 10, 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.) I. Company Announcement ----------------------- [LOGO OMITTED] CNOOC Limited [Company Name in Chinese Characters] (Incorporated in Hong Kong with limited liability) (Stock Code: 883) ANNOUNCEMENT ------------------------------------------------------------------------------ The Board hereby announces certain selected unaudited key operational statistics of the Group for the first quarter of 2005 (ended 31 March 2005). The comparative statistics for the first quarter of 2004 (ended 31 March 2004) are also disclosed in this announcement. ------------------------------------------------------------------------------ The board of directors of CNOOC Limited ("Company") (the "Board") hereby announces certain selected unaudited key operational statistics of the Company and its subsidiaries (the "Group") for the first quarter of 2005 (ended 31 March 2005). The comparative statistics for the first quarter for 2004 (ended 31 March 2004) are also disclosed in this announcement. The Company's oil and gas revenue for the first quarter of 2005 amount to RMB11.42 billion (equivalent of US$1.380 billion), representing an increase of 48.1% when compared to the same period in 2004. The Company also reported total net daily production of 411,424 barrels of oil equivalent (BOE), an increase of 13.4% from the same period in 2004. The offshore China net production of the Company experienced growth of 19% in the first quarter of 2005 from the same quarter last year reaching the level of 373,984 barrels of oil equivalent (BOE) per day. Crude oil and liquids production offshore China of the Company was 327,755 barrels per day. The increase of 20% in crude oil and liquids production was largely due to increases of production volume from Bohai Bay and Eastern South China Sea. Gas production was 266 million cubic feet per day offshore China representing an increase of 7.7%. Total unaudited revenues were RMB11.48 million (equivalent of US$1.387 billion) for the first quarter of 2005, a 47.6% increase from the first quarter of 2004. This revenue growth was a result of large production volume and higher realized oil and gas prices. The realized oil price in the first quarter of 2005 was US$41.73 per barrel. The Company's development capital expenditures increased 65.8% to RMB2.99 billion (equivalent to US$361 million) as a result of active development activities while exploration capital expenditures were flat at RMB0.34 billion (equivalent to US$41.7 million). LD10-1, an independent field in Bohai Bay, came on stream in early 2005, ahead of schedule and outperformed the initial target. The Company also completed the acquisition of a 16.69% stake in MEG Energy Corp, a Canada based pure oil sand company in the first quarter of 2005. First Quarter and Year-to-Date Production Summary 2004 2005 Crude Oil & Liquids (b/d) Q1 YTD Q1 YTD Bohai Bay 129,530 129,530 162,420 162,420 Western South China Sea 61,279 61,279 54,146 54,146 Eastern South China Sea 79,801 79,801 109,037 109,037 East China Sea 2,444 2,444 2,152 2,152 Overseas 33,926 33,926 23,824 23,824 Subtotal (b/d) 306,980 306,980 351,579 351,579 Natural Gas (mmcf/d) Bohai Bay 45 45 51 51 Western South China Sea 173 173 196 196 Eastern South China Sea - - - - East China Sea 19 19 19 19 Overseas 86 86 82 82 Subtotal (mmcf/d) 323 323 348 348 Total Production (boe/d) 362,671 362,671 411,424 411,424 First Quarter and Year-to-Date Revenue and Expenditure (Unaudited) RMB millions US$ millions 2004 2005 2004 2005 Q1 YTD Q1 YTD Q1 YTD Q1 YTD Sales Revenue Crude oil and 7,094.8 7,094.8 10,727.2 10,727.2 857.2 857.2 1,296.1 1,296.1 liquids Natural gas 619.9 619.9 696.8 696.8 74.9 74.9 84.2 84.2 Marketing 34.5 34.5 37.5 37.5 4.2 4.2 4.5 4.5 Revenue, net Others 32.5 32.5 21.3 21.3 3.9 3.9 2.6 2.6 Total 7,781.8 7,781.8 11,482.8 11,482.8 940.2 940.2 1,387.4 1,387.4 Capital Expenditures Exploration 363.6 363.6 344.9 344.9 43.9 43.9 41.7 41.7 Development 1,804.8 1,804.8 2,991.9 2,991.9 218.0 218.0 361.5 361.5 Total 2,168.4 2,168.4 3,336.8 3,336.8 261.9 261.9 403.2 403.2 For the purpose of this announcement, unless otherwise indicated, the exchange rate at US$1 = RMB8.2765 has been used, where applicable, for purpose of illustration only and does not constitute a representation that any amount have been, could have been or may be exchanged. 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 Cao Yunshi Company Secretary Hong Kong, 29th April, 2005 2 II. Company Announcement ------------------------ NOTICE TO BONDHOLDERS CNOOC FINANCE (2004) LIMITED (the "Issuer") (incorporated in the British Virgin Islands with limited liability) U.S.$1,000,000,000 Zero Coupon Guaranteed Convertible Bonds due 2009 (the "Convertible Bonds") unconditionally and irrevocably guaranteed by [LOGO OMITTED] CNOOC Limited [Company Name in Chinese Characters] (Incorporated in Hong Kong with limited liability) (the "Guarantor") convertible into ordinary shares of the Guarantor Notice is hereby given to all holders of the Convertible Bonds that the record date for the purpose of determining entitlement to the Guarantor's 2004 final dividend and 2004 special final dividend has been fixed on 25th May, 2005. 9th May, 2005 3 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 10, 2005