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CNOOC's Shareholders Defend Right in Takeover Proposal
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Shareholders of China National Offshore Oil Corp (CNOOC), the nation's third-largest oil company, have blocked a proposal for the state-owned parent to lead overseas acquisitions, defending their influence over the group's expansion strategy.


The plan to end the publicly traded unit's priority right to takeovers was opposed by 59 percent of independent shareholders at a December 31 meeting in Hong Kong, the company said in a statement on Monday. Chief Financial Officer Yang Hua had argued in September that the plan would ease concern among investors that some opportunities are too risky or expensive.


Shareholder rights activist David Webb campaigned for investors to defend their right to profit from all the company's overseas projects as set out under the terms of CNOOC's 2001 initial public offering. China has sought to meet increased oil demand by buying fields in countries including Kazakhstan, Indonesia and the Sudan.


"I can see David Webb's perspective, but on the other hand the outcome will make it very difficult to acquire oil and gas deals overseas," said Fooy Choy Peng, the Hong Kong-based assistant director of China research at UOB-Kay Hian Ltd. "For some of these deals, government contacts are very important."


CNOOC last year withdrew an US$18.5 billion bid for Unocal Corp, citing opposition from US lawmakers.


Freeing the parent CNOOC from the restrictions would reduce opportunities for the Hong Kong-traded unit, shareholder activist Webb said last month.


Under the December 31 proposal that was rejected by minorities, the parent company would have to get the approval of the unit's board for any overseas acquisition.


"It is far too important to delegate the approval process to a board that is controlled by the parent," Webb said in an interview yesterday. Webb, a director of the Hong Kong stock exchange and publisher of, said he owns a "token" 50 CNOOC shares.


China's government-run oil companies have been competing for overseas reserves as the nation's demand has more than doubled in a decade.


CNOOC's shareholders have benefited from the parent's undertaking when the company went public in Hong Kong in 2001 to offer all takeover opportunities to the listed company first, Webb said.


"It would be acceptable if the parent company wishes to be released from the non-compete clause on an individual project where minority shareholders have to approve that," he said. "This makes the group structure cleaner."


Having the parent lead acquisitions would allow the group to take advantage of the government's relations with other countries to reduce political opposition, Yang Hua said.


He said CNOOC's parent could pursue projects investors might feel too risky or expensive, and then offer them to the publicly traded company at a later date.


"The company needs to come up with more detailed explanations regarding why they wanted to go through with this," said Belle Liang, head of China research at Core Pacific-Yamaichi International in Hong Kong.


(China Daily January 4, 2006)

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