UNITED STATES

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 the month of May 2020

Commission File Number 1-14966

 

 

 

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 of Form 20-F or Form 40-F.

 

Form 20-F x    Form 40-F ¨ 

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant 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): Not applicable

 

Signature

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    CNOOC Limited
     
     
  By: /s/ Xiaonan Wu
  Name: Xiaonan Wu
  Title: Joint Company Secretary

 

Date: May 5, 2020

 

 

EXHIBIT INDEX

  

Exhibit No. Description
99.1

Announcement entitled “Supplemental Notice of Annual General Meeting”

99.2

Supplemental Circular to Explanatory Statement Dated 8 April 2020 to Shareholders in relation to Proposed Re-election of Directors at Annual General Meeting and Supplemental Notice of Annual General Meeting

99.3

Revised Form of Proxy for the Annual General Meeting to be held on 21 May 2020

99.4 Notification Letter and Request Form For Non-Registered Holders

 

 

Exhibit 99.1

 

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim 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)

(Stock Code: 00883)

 

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

 

Reference is made to the notice of annual general meeting for 2019 (the “AGM”) of CNOOC Limited (the “Company”) dated 8 April 2020 (the “AGM Notice”). As set out in the AGM Notice, the board of directors of the Company (the “Board”) resolved to propose at the AGM the ordinary resolutions contained in the AGM Notice for its shareholders’ consideration and approval.

 

On 27 April 2020, the Company announced that Ms. Wen Dongfen (“Ms. Wen”) has been appointed as a Non-executive Director of the Company with effect from 27 April 2020. Pursuant to Article 101 of the Articles of Association of the Company, Ms. Wen will be eligible for re-election at the AGM. Ms. Wen has been recommended by the Board and has offered herself for re-election.

 

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the AGM will be held on 21 May 2020, at 3:00 p.m. at Island Shangri-La Hotel Hong Kong, Pacific Place, Supreme Court Road, Central, Hong Kong. In addition to the resolutions contained in the AGM Notice, the following ordinary resolution will be considered:

 

ORDINARY RESOLUTION

 

“A4. To re-elect Ms. Wen Dongfen (“Ms. Wen”) as a Non-executive Director of the Company:

 

Wen Dongfen

 

Born in 1964, Ms. Wen is a professor-level senior accountant. She received a Bachelor of Economics Degree in Business Management from Shanxi Finance and Economics College. She served as Deputy Director of Financial Planning Department of China Petrochemical Corporation (“Sinopec Group”), Deputy Director of Financial Department of Sinopec Group and Director of Financial Department of Sinopec Group. From May 2012 to December 2015, she also served as Chairwoman of Shengjun International Investment Limited. From December 2015 to July 2016, she served as Financial Director and Director of Financial Department of China Petroleum & Chemical Corporation. From July 2016 to November 2017, she served as Chief Accountant of CNOOC. From August 2016 to August 2017, she also served as Chairwoman of CNOOC International Financial Leasing Co., LTD. From August 2016 to February 2018, she also served as Chairwoman of CNOOC Finance Corporation Limited and CNOOC Insurance Limited. From August 2016 to May 2018, she also served as Chairwoman of Zhonghai Trust Co., Ltd. Since November 2017, she served as Chief Accountant of CNOOC. Ms. Wen was appointed as a Non-executive Director of the Company with effect from 27 April 2020.

 

1

 

 

Save as aforesaid, Ms. Wen does not have any relationship with any other Director, senior management, substantial shareholder or controlling shareholder of the Company.

 

Ms. Wen has no interest in the Company’s securities within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

 

If re-elected, Ms. Wen’s appointment shall continue for a period of 36 months and would be renewed every 36 months as determined by the Board or the shareholders of the Company, subject to one month’s notice of termination by either party. Ms. Wen is subject to the provisions of her service agreement and the retirement provisions in the Articles of Association of the Company. The Company does not pay her any Director’s fee. The Remuneration Committee of the Company will review the level of Directors’ emoluments and make recommendation to the Board for adjustments if necessary.

 

There is no other information required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, nor are there any other matters to be brought to the attention of the shareholders of the Company.”

 

The original ordinary resolutions numbered A4 to A7 set out in the AGM Notice shall be amended to ordinary resolutions numbered A5 to A8.

 

Save as disclosed above, all resolutions and the notes contained in the AGM Notice will remain to have full force and effect.

 

By Order of the Board

CNOOC Limited
Wu Xiaonan

Joint Company Secretary

 

Hong Kong, 5 May 2020

 

Registered office:

65th Floor, Bank of China Tower 1 Garden Road

Central

Hong Kong

 

2

 

Notes:

 

1.Since the form of proxy sent together with the AGM Notice does not contain the proposed resolution for the proposed re-election of Ms. Wen Dongfen as a Non-executive Director as set out in this supplemental notice, a revised proxy form (the “Revised Proxy Form”) has been prepared and will be enclosed in and despatched together with this supplemental notice.

 

2.Please refer to the supplemental circular of the Company dated 5 May 2020 for special arrangements about the completion and return of the Revised Proxy Form. In view of the ongoing COVID-19 pandemic, you are strongly encouraged to appoint the chairman of the AGM as proxy to attend and vote on your behalf at the AGM or any adjournment thereof.

 

3.Please refer to the AGM Notice for details of the other ordinary resolutions to be put forward at the AGM, qualification for attending the AGM, closure of the register of members of the Company and other relevant matters.

 

4.With respect to the resolutions numbered A3 to A6, the Company is exempt from the requirement of the Toronto Stock Exchange (the “TSX”) to adopt a majority voting policy requiring that each director must be elected by a majority of the votes cast with respect to his or her election at an uncontested meeting by virtue of the fact that the Company is majority controlled indirectly by China National Offshore Oil Corporation (“CNOOC”). The Company does not intend to adopt a majority voting policy at this time or for so long as CNOOC is the majority controlling shareholder, as majority approval of each such director is already assured.

 

In addition, the Company is exempt from the TSX requirements that at each annual meeting of holders of listed securities, the board of directors of a listed issuer must permit security holders of each class or series to vote on the election of all directors to be elected by such class or series. The Company is exempt from each such requirement by virtue of qualifying as an “Eligible International Interlisted Issuer” for purposes of the TSX Company Manual.

 

The Company has provided a notice to the TSX pursuant to the requirements of the TSX Company Manual indicating its intention to rely on such exemption in respect of the Company’s 2019 AGM and anticipates providing similar such notices for each successive year. 

 

As at the date of this announcement, the Board comprises:

 Non-executive Directors

Wang Dongjin (Chairman)

Wen Dongfen

   

Executive Directors

Xu Keqiang

Hu Guangjie

Independent Non-executive Directors

Chiu Sung Hong

Lawrence J. Lau

Tse Hau Yin, Aloysius

Qiu Zhi Zhong

 

 

 

 

 

 

3

 

Exhibit 99.2

 

 

IMPORTANT

 

 

If you are in any doubt as to any aspect of this document or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

 

If you have sold or transferred all your shares in CNOOC Limited you should at once pass this document to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

 

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.

 

 

 

 

CNOOC Limited

(Incorporated in Hong Kong with limited liability under the Companies Ordinance)

(Stock Code: 00883)

 

 

SUPPLEMENTAL CIRCULAR TO

EXPLANATORY STATEMENT DATED 8 APRIL 2020 TO SHAREHOLDERS IN RELATION TO

PROPOSED RE-ELECTION OF DIRECTORS AT ANNUAL GENERAL MEETING

AND

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

 

 

 

 

This supplemental circular and supplemental notice should be read together with the explanatory statement issued by CNOOC Limited (the “Company”) dated 8 April 2020 and the notice convening the annual general meeting of the Company (the “Circular”) to be held on 21 May 2020 at 3:00 p.m. at Island Shangri-La Hotel Hong Kong, Pacific Place, Supreme Court Road, Central, Hong Kong (the “AGM”). A revised form of proxy (the “Revised Proxy Form”) is also enclosed in this supplemental circular and supplemental notice for use at the AGM. The Revised Proxy Form is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk.

 

The form of proxy despatched with the Circular is superseded by the Revised Proxy Form enclosed herein. Whether or not you intend to attend the AGM, please complete the enclosed Revised Proxy Form in accordance with the instructions printed thereon and deposit it at the Company’s registrar, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, as soon as possible, and in any event not less than 36 hours before the time fixed for the holding of the AGM or any adjournment thereof (as the case may be), if you do not intend to be present in person at the meeting. Completion and return of the Revised Proxy Form will not preclude shareholders from attending and voting at the AGM or any adjournment thereof if they so wish and, in such event, the relevant Revised Proxy Form shall be deemed to be revoked.

 

In order to prevent the spread of COVID-19 pandemic and to safeguard the health and safety of shareholders, the Company will implement certain precautionary measures at the AGM, details of which are set out in the section entitled “Precautionary Measures for the AGM” in this supplemental circular. In view of the ongoing COVID-19 pandemic, you are strongly encouraged to appoint the chairman of the AGM as proxy to attend and vote on your behalf at the AGM or any adjournment thereof.

 

5 May 2020

 

 

 

PRECAUTIONARY MEASURES FOR THE AGM

 

 

 

In view of the ongoing COVID-19 pandemic and recent requirements for prevention and control of its spread, the Company will implement the following precautionary measures at the AGM to protect attending Shareholders, staff and other stakeholders from the risk of infection:

 

(i)Compulsory body temperature checks will be conducted on every attending Shareholder, proxy and other attendees at the entrance of the AGM venue. Any person found to be suffering from a fever or otherwise unwell will be denied entry into the AGM venue or be required to leave the AGM venue.

 

(ii)All attending Shareholders, proxies and other attendees are required to complete and submit at the entrance of the AGM venue a declaration form confirming their names and contact details, and be asked whether (a) they have travelled to, or to their best of knowledge had close contact with any person who has recently travelled to, areas outside of Hong Kong at any time in the preceding 14 days of the AGM; and (b) they are subject to any compulsory quarantine prescribed by the Hong Kong Government. Any person who responds affirmatively to any one of the above questions will be denied entry into the AGM venue or be required to leave the AGM venue.

 

(iii)All attendees are requested to wear surgical face masks at the AGM venue at all times, and to maintain a safe distance with other attendees.

 

(iv)No refreshments will be provided.

 

To the extent permitted under applicable laws, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of the attendees at the AGM.

 

In the interest of all stakeholders’ health and safety and in response to the recent guidelines on prevention and control of COVID-19 pandemic, Shareholders are reminded that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. As an alternative, by completing form of proxy in accordance with the instructions printed thereon, Shareholders may appoint the chairman of the AGM as proxy to attend and vote on the relevant resolutions at the AGM instead of attending the AGM or any adjournment thereof in person.

 

-i-

 

 

 

LETTER FROM THE BOARD

 

 

 

 

CNOOC Limited

(Incorporated in Hong Kong with limited liability under the Companies Ordinance)

(Stock Code: 00883)

  

The Board comprises:

Non-executive Directors:

Wang Dongjin (Chairman)

Wen Dongfen

   

Executive Directors:

Xu Keqiang

Hu Guangjie

Independent Non-executive Directors:

Chiu Sung Hong

Lawrence J. Lau

Tse Hau Yin, Aloysius

Qiu Zhi Zhong

 

Registered office: 65th Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong

 

5 May 2020

 

To the Shareholders

 

Dear Sir or Madam,

 

SUPPLEMENTAL CIRCULAR TO

EXPLANATORY STATEMENT DATED 8 APRIL 2020 TO SHAREHOLDERS IN RELATION TO

PROPOSED RE-ELECTION OF DIRECTORS AT ANNUAL GENERAL MEETING

AND

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

 

INTRODUCTION

 

This supplemental circular should be read together with the explanatory statement issued by the Company to the Shareholders dated 8 April 2020 (the “Circular”) which contains, among others, information relating to the re-election of the retiring directors of the Company (the “Directors”) at the forthcoming annual general meeting of the Company to be held on 21 May 2020 at 3:00 p.m. at Island Shangri-La Hotel Hong Kong, Pacific Place, Supreme Court Road, Central, Hong Kong (the “AGM”).

 

-1-

 

 

LETTER FROM THE BOARD

 

  

 

The purpose of this supplemental circular is to provide you with further information relating to the re-election of the retiring Directors, and to give you a supplemental notice of the AGM and the Revised Proxy Form (as defined below). Unless the context requires otherwise, capitalised terms used herein shall bear the same meanings as defined in the Circular.

 

PROPOSED RE-ELECTION OF DIRECTORS

 

Reference is made to the announcement of the Company dated 27 April 2020 (the “Announcement”) in relation to the appointment of Director whereby Ms. Wen Dongfen (“Ms. Wen”) was appointed as a Non-executive Director of the Company with effect from 27 April 2020. Details of such appointment have been set out in the Announcement.

 

Pursuant to Article 101 of the Articles of Association of the Company (the “Articles”), the Directors shall have power, exercisable at any time and from time to time, to appoint any person as a Director, either to fill casual vacancy or as an addition to Board but so that the number of Directors so appointed shall not exceed the maximum number determined from time to time (if any) by the Shareholders in general meeting and any Directors so appointed shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election, but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at each annual general meeting. Accordingly, Ms. Wen, who was appointed as a Non-executive Director with effect from 27 April 2020, will hold office until the AGM and, being eligible, offer herself for re-election at the AGM in accordance with Article 101 of the Article. Ms. Wen has been recommended by the Board and has offered herself for re-election.

 

Details of Ms. Wen required to be disclosed under the Listing Rules are set out in Appendix I to this supplemental circular.

 

SUPPLEMENTAL NOTICE OF AGM AND THE REVISED PROXY FORM

 

The AGM will be held at Island Shangri-La Hotel Hong Kong, Pacific Place, Supreme Court Road, Central, Hong Kong on 21 May 2020 at 3:00 p.m. as originally scheduled. Since the notice of AGM (the “AGM Notice”) and the form of proxy (the “First Proxy Form”) sent together with the Circular do not contain the proposed resolution for the re-election of Ms. Wen as set out in this supplemental circular, a supplemental notice of AGM is set out on pages 5 to 7 of this supplemental circular to include such proposed resolution. The original ordinary resolutions numbered A4 to A7 set out in the AGM Notice sent to the Shareholders on 8 April 2020 will be amended to ordinary resolutions numbered A5 to A8 to include, among others, the additional resolution for re-election of Ms. Wen. Save as disclosed in this supplemental circular and supplemental notice, all the proposed resolutions and notes contained in the AGM Notice will remain unchanged and the Circular and the AGM Notice will remain to have full force and effect.

 

As a result of the aforesaid proposed re-election of Ms. Wen at the AGM subsequent to the despatch of the Circular and the accompanying First Proxy Form, a new form of proxy (the “Revised Proxy Form”) is prepared and is enclosed in this supplemental circular.

 

-2-

 

 

LETTER FROM THE BOARD

 

  

 

Pursuant to Rule 13.39(4) of the Listing Rules, at any general meeting of the Company, a resolution put to the vote of the meeting shall be taken by poll, other than resolution which relates purely to a procedural or administrative matter which may be decided by the chairman in good faith to be voted by a show of hands.

 

Special arrangements about completion and submission of the Revised Proxy Form are set out below. Shareholders who have appointed or intend to appoint proxy/proxies to attend the AGM are requested to pay particular attention to the special arrangements set out below.

 

If a Shareholder wishes to appoint a proxy to attend and vote at the AGM on his/her/its behalf and he/she/it has not yet deposited the First Proxy Form at the Company’s registrar, he/she/it is required to complete, sign and deposit the Revised Proxy Form at the Company’s registrar, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not less than 36 hours prior to the time fixed for holding the AGM or any adjournment thereof (as the case may be) (the “Closing Time”). In this case, the First Proxy Form should not be deposited at the Company’s registrar.

 

If a Shareholder wishes to appoint a proxy to attend and vote at the AGM on his/her/its behalf and if he/she/it has already deposited the First Proxy Form at the Company’s registrar before the Closing Time, the shareholder should note that:

 

(i)if no Revised Proxy Form is deposited at the Company’s registrar, the First Proxy Form, if correctly completed, will be treated as a valid proxy form deposited by the Shareholder. The proxy/proxies so appointed by the Shareholder shall be required to vote in such manner as he/she may be directed under the First Proxy Form, and in respect of the resolution for the proposed re-election of Ms. Wen as a Non-executive Director as set out in this supplemental circular, the proxy/proxies will be entitled to vote at his/her discretion or to abstain from voting on such resolution;

 

(ii)if the Revised Proxy Form is deposited at the Company’s registrar before the Closing Time, the Revised Proxy Form, if correctly completed, will be treated as a valid proxy form deposited by the Shareholder and will revoke and supersede the First Proxy Form previously deposited by such Shareholder; and

 

(iii)if the Revised Proxy Form is deposited at the Company’s registrar after the Closing Time, or if deposited before the Closing Time but is incorrectly completed, the appointment of proxy under the Revised Proxy Form will be invalid. The First Proxy Form, if correctly completed, will be treated as a valid proxy form deposited by such Shareholder. The proxy/proxies so appointed by the Shareholder under the First Proxy Form will be entitled to vote in the manner as mentioned in (i) above as if no Revised Proxy Form had been deposited at the Company’s registrar. Accordingly, Shareholders are advised to complete the Revised Proxy Form carefully and deposit the Revised Proxy Form at the Company’s registrar before the Closing Time.

 

-3-

 

 

LETTER FROM THE BOARD

 

 

 

Completion and return of the First Proxy Form and/or the Revised Proxy Form will not preclude the Shareholders from attending and voting at the AGM or any adjournment thereof if the Shareholders so wish, but in such event the instrument appointing a proxy shall be deemed to be revoked. Shareholders who have appointed or intend to appoint proxy/proxies to attend the AGM are requested to pay attention to the special arrangements set out above.

 

RECOMMENDATION

 

In addition to the recommendations contained in the Circular, upon the recommendation by the Company’s Nomination Committee, the Directors are of the opinion that the proposed re-election of Ms. Wen as set out in this supplemental circular is in the best interests of the Company and the Shareholders as a whole, and accordingly recommend the Shareholders to vote in favour of the relevant resolution to be proposed at the AGM.

 

Shareholders are advised to read this supplemental circular together with the Circular and the AGM Notice for information relating to the voting arrangement.

 

Yours faithfully,

For and on behalf of the Board

CNOOC Limited

Wang Dongjin

Chairman

 

-4-

 

 

APPENDIX I                  SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

 

 

 

SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

 

Reference is made to the notice of annual general meeting for 2019 (the “AGM”) of CNOOC Limited (the “Company”) dated 8 April 2020 (the “AGM Notice”). As set out in the AGM Notice, the board of directors of the Company (the “Board”) resolved to propose at the AGM the ordinary resolutions contained in the AGM Notice for its shareholders’ consideration and approval.

 

On 27 April 2020, the Company announced that Ms. Wen Dongfen (“Ms. Wen”) has been appointed as a Non-executive Director of the Company with effect from 27 April 2020. Pursuant to Article 101 of the Articles of Association of the Company, Ms.Wen will be eligible for re-election at the AGM. Ms. Wen has been recommended by the Board and has offered herself for re-election.

 

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the AGM will be held on 21 May 2020, at 3:00 p.m. at Island Shangri-La Hotel Hong Kong, Pacific Place, Supreme Court Road, Central, Hong Kong. In addition to the resolutions contained in the AGM Notice, the following ordinary resolution will be considered:

 

ORDINARY RESOLUTION

 

“A4. To re-elect Ms. Wen Dongfen (“Ms. Wen”) as a Non-executive Director of the Company:

 

Wen Dongfen

 

Born in 1964, Ms. Wen is a professor-level senior accountant. She received a Bachelor of Economics Degree in Business Management from Shanxi Finance and Economics College. She served as Deputy Director of Financial Planning Department of China Petrochemical Corporation (“Sinopec Group”), Deputy Director of Financial Department of Sinopec Group and Director of Financial Department of Sinopec Group. From May 2012 to December 2015, she also served as Chairwoman of Shengjun International Investment Limited. From December 2015 to July 2016, she served as Financial Director and Director of Financial Department of China Petroleum & Chemical Corporation. From July 2016 to November 2017, she served as Chief Accountant of CNOOC. From August 2016 to August 2017, she also served as Chairwoman of CNOOC International Financial Leasing Co., LTD. From August 2016 to February 2018, she also served as Chairwoman of CNOOC Finance Corporation Limited and CNOOC Insurance Limited. From August 2016 to May 2018, she also served as Chairwoman of Zhonghai Trust Co., Ltd. Since November 2017, she served as Chief Accountant of CNOOC. Ms. Wen was appointed as a Non-executive Director of the Company with effect from 27 April 2020.

 

Save as aforesaid, Ms. Wen does not have any relationship with any other Director, senior management, substantial shareholder or controlling shareholder of the Company.

 

-5-

 

 

APPENDIX I                  SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

 

 

 

Ms. Wen has no interest in the Company’s securities within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

 

If re-elected, Ms. Wen’s appointment shall continue for a period of 36 months and would be renewed every 36 months as determined by the Board or the shareholders of the Company, subject to one month’s notice of termination by either party. Ms. Wen is subject to the provisions of her service agreement and the retirement provisions in the Articles of Association of the Company. The Company does not pay her any Director’s fee. The Remuneration Committee of the Company will review the level of Directors’ emoluments and make recommendation to the Board for adjustments if necessary.

 

There is no other information required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, nor are there any other matters to be brought to the attention of the shareholders of the Company.”

 

The original ordinary resolutions numbered A4 to A7 set out in the AGM Notice shall be amended to ordinary resolutions numbered A5 to A8.

 

Save as disclosed above, all resolutions and the notes contained in the AGM Notice will remain to have full force and effect.

 

By Order of the Board

CNOOC Limited
Wu Xiaonan

Joint Company Secretary

 

Hong Kong, 5 May 2020

 

Registered office:

65th Floor, Bank of China Tower 1 Garden Road

Central

Hong Kong

 

Notes:

 

 

1.Since the form of proxy sent together with the AGM Notice does not contain the proposed resolution for the proposed re-election of Ms. Wen Dongfen as a Non-executive Director as set out in this supplemental notice, a revised proxy form (the “Revised Proxy Form”) has been prepared and will be enclosed in and despatched together with this supplemental notice.

 

2.Please refer to the supplemental circular of the Company dated 5 May 2020 for special arrangements about the completion and return of the Revised Proxy Form. In view of the ongoing COVID-19 pandemic, you are strongly encouraged to appoint the chairman of the AGM as proxy to attend and vote on your behalf at the AGM or any adjournment thereof.

 

3.Please refer to the AGM Notice for details of the other ordinary resolutions to be put forward at the AGM, qualification for attending the AGM, closure of the register of members of the Company and other relevant matters.

 

-6-

 

 

APPENDIX I                  SUPPLEMENTAL NOTICE OF ANNUAL GENERAL MEETING

 

 

 

4.With respect to the resolutions numbered A3 to A6, the Company is exempt from the requirement of the Toronto Stock Exchange (the “TSX”) to adopt a majority voting policy requiring that each director must be elected by a majority of the votes cast with respect to his or her election at an uncontested meeting by virtue of the fact that the Company is majority controlled indirectly by China National Offshore Oil Corporation (“CNOOC”). The Company does not intend to adopt a majority voting policy at this time or for so long as CNOOC is the majority controlling shareholder, as majority approval of each such director is already assured.

 

In addition, the Company is exempt from the TSX requirements that at each annual meeting of holders of listed securities, the board of directors of a listed issuer must permit security holders of each class or series to vote on the election of all directors to be elected by such class or series. The Company is exempt from each such requirement by virtue of qualifying as an “Eligible International Interlisted Issuer” for purposes of the TSX Company Manual.

 

The Company has provided a notice to the TSX pursuant to the requirements of the TSX Company Manual indicating its intention to rely on such exemption in respect of the Company’s 2019 AGM and anticipates providing similar such notices for each successive year.

 

-7-

Exhibit 99.3

 

 

 

 

 

CNOOC Limited

(Incorporated in Hong Kong with limited liability under the Companies Ordinance)

(Stock Code: 00883)

 

Revised form of proxy for the Annual General Meeting to be held on 21 May 2020

 

I/We, being the registered holder(s) of CNOOC Limited (the “Company”), hereby appoint the proxy(Note 1) as specified below or failing him/her, THE CHAIRMAN OF THE MEETING(Note 1) to attend and vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at Island Shangri-La Hotel Hong Kong, Pacific Place, Supreme Court Road, Central, Hong Kong on 21 May 2020 at 3:00 p.m. and at any adjournment thereof in respect of the resolutions as indicated below, or if no such indication is given, as my/our proxy thinks fit.

 

Registered Holder(s) (Complete in ENGLISH BLOCK CAPITALS. The names of all joint holders should be stated.)
Registered Name  
Registered Address  
 
Certificate No. (Note 8)  

Signature (Note 4)

 

  

Registered

Holding (Note 2)

  
Date  

 

Proxy (Note 1) (Complete in ENGLISH BLOCK CAPITALS.)
Full Name   No. of Shares (Note 3)  
Full Address  
 

 

  ORDINARY RESOLUTIONS FOR (Note 5) AGAINST (Note 5)
A1. To  receive and consider the audited financial statements together with the Report of the Directors and Independent Auditors’ Report thereon for the year ended 31 December 2019.    
A2. To declare a final dividend for the year ended 31 December 2019.    
A3. To re-elect Mr. Hu Guangjie as an Executive Director of the Company.    
A4. To re-elect Ms. Wen Dongfen as a Non-executive Director of the Company.    
A5. To re-elect Mr. Lawrence J. Lau, who has already served the Company for more than nine years, as an Independent Non-executive Director of the Company.    
A6. To re-elect Mr. Tse Hau Yin, Aloysius, who has already served the Company for more than nine years, as an Independent Non-executive Director of the Company.    
A7. To authorise the Board of Directors to fix the remuneration of each of the Directors.    
A8. To re-appoint Deloitte Touche Tohmatsu as the independent auditors of the Company and its subsidiaries, and to authorise the Board of Directors to fix their remuneration.    
B1. To grant a general  mandate  to  the  Directors  to  buy  back  shares  in  the  capital of the Company not exceeding 10% of the total number of issued shares of the Company as at the date of passing of this resolution.*    
B2. To grant a general mandate to the Directors to issue, allot and deal with additional shares in the capital of the Company and to make or grant offers, agreements, options and similar rights to subscribe  for  or  convert  any  security into shares in the Company which would or might require the exercise of such power, which shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this resolution.*    
B3. To  extend the general mandate granted to  the Directors to  issue, allot and deal with additional shares of the Company and to make or grant offers, agreements, options and similar rights to  subscribe for or  convert any security into shares in  the Company by the aggregate number of shares bought back, which shall  not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution.*    
*The full text of the resolutions is set out in the Notice of Annual General Meeting which is included in the Explanatory Statement of the Company dated 8 April 2020 despatched to shareholders of the Company and available on the Company’s website.

 

 

Notes:

 

1.If any proxy other than the chairman of the meeting is preferred, please insert the full name and address of the proxy desired in the space provided. A holder entitled to attend and vote at the meeting of the Company is entitled to appoint one or more proxies to attend and vote on his/her behalf. ANY ALTERATION MADE TO THIS REVISED PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. The proxy needs not be a member of the Company, but must attend the meeting (or any adjournment thereof) to represent you. In view of the ongoing COVID-19 pandemic, you are strongly encouraged to appoint the chairman of the Meeting as proxy to attend and vote on your behalf at the Annual General Meeting of the Company (or any adjournment thereof).

 

2.Please insert the number of shares registered in the name of the holder(s).

 

3.Please insert the number of shares for this revised proxy. If no number is inserted, this revised proxy form will be deemed to relate to all the shares registered in the name of the holder(s).

 

4.This revised proxy form must be signed and dated by the shareholder or his/her attorney duly authorised in writing. If the shareholder is a company, it should execute this revised proxy form under its common seal or by the signature(s) of (a) person(s) authorised to sign on its behalf. In the case of joint shareholders, any one of the joint shareholders may sign this revised proxy form. The vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose, seniority will be determined by the order in which the names stand in the register of members in respect of the joint shareholding.

 

5.IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK (✓) IN THE RELEVANT BOX BELOW THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK (✓) IN THE RELEVANT BOX BELOW THE BOX MARKED “AGAINST”. Failure to tick either box in respect of a resolution will entitle your proxy to cast your vote in respect of that resolution at his/ her discretion or to abstain from voting. Your proxy will also be entitled to vote at his/her discretion or to abstain from voting on any resolution properly put to the meeting other than those referred to in the notice convening the meeting dated 8 April 2020 and the supplemental notice of the meeting dated 5 May 2020.

 

6.In order to be valid, a proxy form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney, must be deposited at the Company’s registrar, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not less than 36 hours before the time fixed for holding the meeting or any adjournment thereof (as the case may be) (the “Closing Time”).

 

7.Completion and delivery of this revised proxy form and/or the First Proxy Form (as defined below) will not preclude you from attending and voting at the meeting if you so wish.

 

8.Please provide one certificate number, if possible, to facilitate processing.

 

9.For the avoidance of doubt, we do not accept any special instructions written on this revised proxy form.

 

10.IMPORTANT: If a shareholder wishes to appoint a proxy to attend and vote at the meeting on his/her/its behalf and he/she/it has not yet deposited the form of proxy (the “First Proxy Form”) which was sent together with the Explanatory Statement of the Company dated 8 April 2020 containing the notice of Annual General Meeting at the Company’s registrar, he/she/it is required to complete, sign and deposit this revised proxy form at the Company’s registrar, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, before the Closing Time. In this case, the First Proxy Form should not be deposited at the Company’s registrar.

 

If a shareholder wishes to appoint a proxy to attend and vote at the meeting on his/her/its behalf and if he/she/it has already deposited the First Proxy Form at the Company’s registrar before the Closing Time, the shareholder should note that:

 

(i)if no revised proxy form is deposited at the Company’s registrar, the First Proxy Form, if correctly completed, will be treated as a valid proxy form deposited by the shareholder. The proxy/proxies so appointed by the shareholder shall be required to vote in such manner as he/she/it may be directed under the First Proxy Form, and in respect of the resolution for the proposed re-election of Ms. Wen Dongfen as a Non-executive Director as set out in the supplemental circular of the Company dated 5 May 2020, the proxy/proxies will be entitled to vote at his/her discretion or to abstain from voting on such resolution;

 

(ii)if this revised proxy form is deposited at the Company’s registrar before the Closing Time, this revised proxy form, if correctly completed, will be treated as a valid proxy form deposited by the shareholder and will revoke and supersede the First Proxy Form previously deposited by such shareholder; and

 

(iii)if this revised proxy form is deposited at the Company’s registrar after the Closing Time, or if deposited before the Closing Time but is incorrectly completed, the appointment of proxy under this revised proxy form will be invalid. The First Proxy Form, if correctly completed, will be treated as a valid proxy form deposited by such shareholder. The proxy/proxies so appointed by the shareholder under the First Proxy Form will be entitled to vote in the manner as mentioned in (i) above as if no revised proxy form had been deposited at the Company’s registrar. Accordingly, shareholders of the Company are advised to complete this revised proxy form carefully and deposit this revised proxy form at the Company’s registrar before the Closing Time.

 

 

 

Exhibit 99.4

 

CNOOC Limited

 

( Incorporated in Hong Kong with limited liability under the Companies Ordinance)

 

(Stock Code: 00883)

 

 

NOTIFICATION LETTER

 

 

5 May 2020

 

Dear Non-registered holder (1),

 

CNOOC Limited (the “Company”)

 

–Notice of publication of Supplemental Notice of AGM, Supplemental Circular of AGM and Revised Form of Proxy of AGM (“Current Corporate Communications”)

 

The Company’s Annual General Meeting will be held at 3:00 p.m. on Thursday, 21 May 2020 at Island Shangri-La, Hong Kong, Pacific Place, Supreme Court Road, Central, Hong Kong. The English and Chinese versions of the Company’s Current Corporate Communications are available on the Company’s website at www.cnoocltd.com and the HKExnews’s website at www.hkexnews.hk. You may access the Current Corporate Communications by clicking “Investor Relations” on the home page of our website, then selecting “Name of document” under “Announcement” and viewing them through Adobe® Reader®or browsing through the HKExnews’s website.

 

If you want to receive a printed version of the Current Corporate Communications, please complete the Request Form on the reverse side and return it to the Company c/o Hong Kong Registrars Limited (the “Hong Kong Share Registrar”) by using the mailing label at the bottom of the Request Form (no need to affix a stamp if posted in Hong Kong; otherwise, please affix an appropriate stamp). The address of the Hong Kong Share Registrar is 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. The Request Form may also be downloaded from the Company’s website at www.cnoocltd.com or the HKExnews’s website at www.hkexnews.hk.

 

Should you have any queries relating to any of the above matters, please call the Company’s telephone hotline at (852) 2862 8688 during business hours from 9:00 a.m. to 6:00 p.m. Monday to Friday, excluding public holidays or send an email to Cnooc.ecom@computershare.com.hk.

 

Yours faithfully,

By order of the Board

CNOOC Limited

Ms. Wu Xiaonan

Joint Company Secretary

 

Note: (1) This letter is addressed to Non- registered holders (“Non- registered holder” means such person or company whose shares are held in The Central Clearing and Settlement System (CCASS) and who has notified the Company from time to time through Hong Kong Securities Clearing Company Limited to receive Corporate Communications). If you have sold or transferred your shares in the Company, please disregard this letter and the Request Form on the reverse side.

 

 

 

 

 

   

 

 

 

 

 

Request Form   

 

 

 

To:

CNOOC Limited (the “Company”) (Stock Code: 00883)

c/o Hong Kong Registrars Limited

17M Floor, Hopewell Centre, 183 Queen’s Road East,

Wanchai, Hong Kong

 

 

I/We would like to receive the Corporate Communications* of the Company (“Corporate Communications”) in the manner as indicated below:

(Please mark ONLY ONE（X）of the following boxes)

 

☐

to receive the printed English version of all Corporate Communications ONLY; OR

 

☐

to receive the printed Chinese version of all Corporate Communications ONLY; OR

 

☐

to receive both printed English and Chinese versions of all Corporate Communications.

 

     
Contact telephone number   Signature(s)