CEO » Topics » D. DEFINITIONS

This excerpt taken from the CEO 6-K filed Mar 1, 2007.
D. DEFINITIONS

“Associate”

“Board”

 

has the meaning ascribed to it in the Listing Rules

the board of Directors of the Company

     
“CBRC”   China Banking Regulatory Commission
     
“CNOOC”   China National Offshore Oil Corporation , the controlling shareholder of the Company indirectly holding approximately 66.41% of all of the Shares in issue as at the date hereof
   

 

“CNOOC BVI”

 

CNOOC (BVI) Limited, a company incorporated in the British Virgin Islands with limited liability, a wholly-owned indirect subsidiary of CNOOC and the controlling shareholder of the Company

     

“CNOOC China”

 

CNOOC China Limited, a wholly foreign-owned enterprise established under the laws of the PRC, which is wholly owned by the Company

     
“CNOOC Engineering”   Offshore Oil Engineering Co., Ltd. , a joint stock limited liability company incorporated in the PRC and listed on the Shanghai Stock Exchange, and a subsidiary of CNOOC
   

 

“CNOOC Finance”   CNOOC Finance Corporation Limited , a limited liability company incorporated in the PRC and a subsidiary of CNOOC
   

 

“CNOOC Group”   CNOOC and its subsidiaries (excluding the Group)
     

“CNOOC Oil & Gas Utilization”

 

CNOOC Oil & Gas Development and Utilization Company , a PRC State-owned enterprise and a subsidiary of CNOOC

     

“Continuing Connected Transactions”

 

the continuing connected transactions between the Group and CNOOC Finance as set out in the section headed “Provision of financial services by CNOOC Finance to the Group” in this announcement and to be entered into from time to time pursuant to the Framework Agreement

     

“Company”

 

CNOOC Limited, a company incorporated in Hong Kong with limited liability, the shares of which are listed on the Stock Exchange and the New York Stock Exchange

     

“Deposit Services”

 

the continuing connected transactions involving the provision of deposit services by CNOOC Finance to the Group as set out in the section headed “Provision of financial services by CNOOC Finance to the Group” in this announcement and to be entered into from time to time pursuant to the Framework Agreement

     

“Director(s)”

“EGM”

 

director(s) of the Company as at the date of this announcement

an extraordinary general meeting of the Company to be held to approve the Deposit Services (including the Proposed Cap)

     

“Framework Agreement”

 

the Framework Agreement dated 28 February 2007 between the Company and CNOOC Finance in relation to the Continuing Connected Transactions

8






“Group”

“Hong Kong”

“Independent Board Committee”

 

the Company and its subsidiaries

the Hong Kong Special Administrative Region of the PRC

the independent committee of the Board comprising of Dr. Edgar W.K. Cheng, Mr. Sung Hong Chiu, Mr, Evert Henkes, Professor Lawrence J. Lau and Mr. Tse Hau Yin, Aloysius, being the independent non-executive Directors, established for the purpose of advising the Independent Shareholders in respect of the Deposit Services and the Proposed Cap, with Mr. Sung Hong Chiu acting as the Chairman

     

“Independent Financial Adviser” or ICEA

 

ICEA Capital Limited, a corporation registered under the transitional arrangement of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) to carry out type 1 (dealings in securities) and type 6 (advising on corporate finance) regulated activities, is the independent financial adviser to the Independent Board Committee and the Independent Shareholders with regard to the Deposit Services and the Proposed Cap

     

“Independent Shareholders”

“Listing Rules”

 

Shareholders of the Company other than CNOOC and its associates

the Rules Governing the Listing of Securities on the Stock Exchange (as amended from time to time)

     

“OOGC”

 

Overseas Oil and Gas Corporation., Ltd, a company incorporated in Bermuda with limited liability and a wholly-owned subsidiary of CNOOC

     

“PBOC”

“PRC”

 

the People’s Bank of China, the central bank of the PRC

the People’s Republic of China, excluding for the purpose of this announcement, Hong Kong, Macau and Taiwan

     

“Proposed Cap”

 

the proposed maximum daily outstanding balance of deposits (including accrued interest) placed by the Group with CNOOC Finance (excluding the deposits for the purpose of extending entrustment loans referred to in Category (d) above) during the term of the Framework Agreement

     

“RMB”

“Shares”

“Shareholder(s)”

“Stock Exchange”

“Waiver”

 

Renminbi, the lawful currency of the PRC

share(s) of HK$0.02 each in the share capital of the Company

registered holder(s) of shares in the Company

The Stock Exchange of Hong Kong Limited

the waiver granted by the Independent Shareholders of the Company to the Company in respect of the continuing connected transactions between the Group and CNOOC Finance, subject to the conditions set out in the circular of the Company dated 8 April 2004


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

Executive Directors   Independent Non-executive Directors
Fu Chengyu (Chairman)   Edgar W.K. Cheng
Zhou Shouwei   Sung Hong Chiu
Wu Guangqi   Evert Henkes
Yang Hua   Lawrence J. Lau
    Tse Hau Yin, Aloysius
Non-executive Directors    
Luo Han    
Cao Xinghe    
Wu Zhenfang    

  By Order of the Board
  CNOOC Limited
  Victor Zhikai Gao
  Company Secretary

Hong Kong, 28 February 2007

9



This excerpt taken from the CEO 6-K filed Sep 5, 2006.

DEFINITIONS

 

“Independent Financial Adviser” or

    “ICEA”

   ICEA Capital Limited, a corporation registered under the transitional arrangement of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) to carry out type 1 (dealings in securities) and type 6 (advising on corporate finance) regulated activities, is the independent financial adviser to the Independent Board Committee and the Independent Shareholders
“Independent Shareholders”    Shareholders of the Company other than CNOOC and its Associates
“Latest Practicable Date”    1 September 2006, being the latest practicable date prior to the printing of this Circular for ascertaining certain information herein
“Listing Rules”    The Rules Governing the Listing of Securities on the Stock Exchange (as amended from time to time)
“OOECL”    Offshore Oil Engineering Co., Ltd. ( LOGO), a company listed on the Shanghai Stock Exchange incorporated in the PRC, and a subsidiary of CNOOC
“OOGC”    Overseas Oil and Gas Corporation, Ltd., a company incorporated in Bermuda with limited liability and a wholly-owned subsidiary of CNOOC
“Ordinary Resolution”    the proposed ordinary resolution as referred to in the EGM Notice
“PRC”    The People’s Republic of China, excluding for the purpose of this Circular, Hong Kong, Macau and Taiwan
“Relevant Category”    the “sales of petroleum and natural gas products” category of continuing connected transactions between the Group and CNOOC and/or its Associates, which involves sales of petroleum and natural gas products by the Group to CNOOC and/or its Associates on a short-term basis
“Revised Caps”    the proposed maximum annual caps for the Relevant Category, as set out in the paragraph headed “Revised Caps and Rationale” of this Circular
“RMB”    Renminbi, the lawful currency of the PRC
“Shares”    share(s) of HK$0.02 each in the share capital of the Company
“Shareholders”    registered holder(s) of the Shares
“Stock Exchange”    The Stock Exchange of Hong Kong Limited

 

- 2 -


Table of Contents

EXCERPTS ON THIS PAGE:

6-K
Mar 1, 2007
6-K
Sep 5, 2006
Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki