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 4, 2004 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 -------------------- [LOGO OMITTED] CNOOC Limited [CHINESE CHARACTERS OMITTED] (Incorporated in Hong Kong with limited liability under the Companies Ordinance) (Stock code: 883) ANNOUNCEMENT ------------------------------------------------------------------------------ The Board hereby announces that it has adopted a policy of announcing certain selected unaudited key operational statistics of the Group on a quarterly basis. This announcement sets out certain selected unaudited key operational statistics of the Group for the first quarter of 2004 (ended 31 March 2004). The comparative statistics for the first quarter of 2003 (ended 31 March 2003) are also disclosed in this announcement. ------------------------------------------------------------------------------ The board of directors of CNOOC Limited ("Company") (the "Board") has adopted a policy of announcing certain selected unaudited key operational statistics of the Company and its subsidiaries (the "Group") on a quarterly basis. This announcement sets out certain selected unaudited key operational statistics of the Group for the first quarter of 2004 (ended 31 March 2004). The comparative statistics for the first quarter of 2003 (ended 31 March 2003) are also disclosed in this announcement. The Group's offshore China oil and gas production had an increased of 7.2% in the first quarter of 2004 (ended 31 March 2004) from the first quarter of 2003 (ended 31 March 2003) to reach the level of 314,382 barrels of oil equivalent ("boe") per day. Crude oil and liquids production were 273,054 barrels per day and natural gas production was 237 million cubic feet ("mmcf") per day offshore China. The increase was largely due to an 11.8% increase in crude oil and liquids production in Eastern South China Sea and an 98.1% increase in natural gas production from Western South China Sea. Overseas assets contributed a total working interest production of 9.1 million boe and EBITDE (Earnings Before Interest, Taxes, Depreciation, Depletion and Amortization and Exploration Expenses) of RMB627.8 million (equivalent to approximately US$75.8 million), stronger than what was budgeted. Reported net entitlement production for the Company was 362,672 boe per day. Crude oil and liquids production and natural gas production was 306,980 boe per day and 323 mmcf per day, respectively. Total unaudited revenues were RMB7.78 billion (equivalent to approximately US$940.2 million) for the first quarter of 2004 (ended 31 March 2004), a 3.8% increase from the first quarter of 2003 (ended 31 March 2003). This revenue growth was a result of higher production volume partially offset by slight decrease in realized oil and gas prices. The average realized oil and gas prices were US$29.79 per barrel and US$2.8 per thousand cubic feet respectively in the first quarter of 2004 (ended 31 March 2004). WZ 12-1N came on stream earlier this year with expected peak production of 14,400 boe per day. The Company also confirmed a number of discoveries in Bohai Bay and that all 13 major development projects are progressing on track. As disclosed in its annual report for the financial year ended 31 December 2003, the Company became a partner with 12.5% interest in the Tangguh LNG Project in Indonesia with effect from 1 January 2003. In February 2004, the Company acquired additional equity interests. As a result, CNOOC's stake in the project increased from 12.5% to 16.96%. FIRST QUARTER AND YEAR-TO-DATE PRODUCTION SUMMARY 2003 First 2004 First Crude Oil & Liquids quarter ended quarter ended (barrels per day) 31 March Year-To-Date 31 March Year-To-Date Bohai Bay 125,679 125,679 129,530 129,530 Western South China Sea 67,072 67,072 61,279 61,279 Eastern South China Sea 71,365 71,365 79,801 79,801 East China Sea 2,718 2,718 2,444 2,444 Overseas 41,944 41,944 33,926 33,926 Subtotal (barrels per day) 308,777 308,777 306,980 306,980 Natural Gas (mmcf/day) Bohai Bay 42 42 45 45 Western South China Sea 87 87 173 173 Eastern South China Sea - - - - East China Sea 15 15 19 19 Overseas 97 97 86 86 Subtotal (mmcf/day) 242 242 323 323 Total Production (boe/day) 351,378 351,378 362,672 362,672 FIRST QUARTER AND YEAR-TO-DATE REVENUE AND EXPENDITURE (UNAUDITED) RMB millions US$ millions 2003 First 2004 First 2003 First 2004 First quarter Year- quarter Year- quarter Year- quarter Year- ended 31 To- ended 31 To- ended 31 To- ended 31 To- March Date March Date March Date March Date Sales Revenue Crude oil and liquids 6,966.0 6,966.0 7,094.8 7,094.8 841.6 841.6 857.2 857.2 Natural gas 487.4 487.4 619.9 619.9 58.9 58.9 74.9 74.9 Marketing Revenue, net 16.4 16.4 34.5 34.5 2.0 2.0 4.2 4.2 Others 29.4 29.4 32.5 32.5 3.6 3.6 3.9 3.9 Total 7,499.2 7,499.2 7,781.8 7,781.8 906.0 906.0 940.2 940.2 Capital Expenditures Exploration 285.4 285.4 363.6 363.6 34.5 34.5 43.9 43.9 Development 1,116.5 1,116.5 1,804.8 1,804.8 134.9 134.9 218.0 218.0 Others 0.3 0.3 3.3 3.3 0.0 0.0 0.4 0.4 Total 1,402.1 1,402.1 2,171.7 2,171.7 169.4 169.4 262.4 262.4 For the purpose of this announcement, unless otherwise indicated, the exchange rate at US$1 = RMB 8.2771 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) Jiang Longsheng Zhou Shouwei Luo Han Independent non-executive Directors: Chiu Sung Hong Dr. Kenneth S. Courtis Dr. Erwin Schurtenberger Evert Henkes By Order of the Board Cao Yunshi Company Secretary Hong Kong, 29th April, 2004 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be issued on its behalf by the undersigned, thereunto duly authorized. CNOOC Limited By: /s/ Cao Yunshi --------------------------- Name: Cao Yunshi Title: Company Secretary Dated: May 4, 2004