According to the news of the CSRC on February 24, the announcement of the audit results of the development and Examination Committee of the CSRC shows that the initial launch of China Offshore Oil Co., Ltd. has been passed.
The full text of the announcement is as follows:
announcement of the audit results of the 20th meeting of the 18th development and Examination Commission in 2022
The 20th issuance examination committee meeting of the 18th Issuance Examination Committee of China Securities Regulatory Commission in 2022 was held on February 24, 2022. The review of the meeting is hereby announced as follows:
I. audit results
(I) China National Offshore Oil Co., Ltd. (initial) was approved.
(II) Ningbo Huanyang new materials Co., Ltd. (initial) failed to pass.
II. Main questions raised at the IEC meeting
(I) CNOOC
1. The issuer’s sales and purchases to related parties accounted for a relatively high proportion in each period of the reporting period. The representative of the issuer is requested to explain: (1) whether the necessity and rationality of selling and purchasing to other enterprises controlled by the actual controller during the reporting period affect the operation independence of the issuer; (2) The reasons and rationality of both purchase and sales for some related parties; (3) The reasons and background of related borrowings and related guarantees during the reporting period, and whether relevant decision-making procedures have been performed; (4) Whether the controlling shareholder and actual controller occupy the issuer’s funds through CNOOC finance in a disguised form; (5) Whether the above-mentioned connected transactions will continue to occur and change in the future, and whether measures to reduce and standardize connected transactions and their implementation are formulated. The sponsor representative is requested to explain the verification basis and process, and express clear verification opinions.
2. Some trademarks, patents, software copyrights and other intellectual property rights used by the issuer come from the authorization of the actual controller CNOOC or are jointly owned with CNOOC. The issuer’s representative is requested to explain: (1) the main role and contribution of the above authorized assets or jointly owned assets to the issuer’s business operation are not included in the issuer’s reasons and considerations, whether it can ensure the issuer’s long-term free use, and whether CNOOC still has other assets related to the issuer’s business; (2) Whether CNOOC has plans to transfer the above-mentioned relevant assets to the issuer in the future; (3) Whether the relevant assets registered in the name of CNOOC shall be borne by the issuer; (4) Whether the issuer’s use of other people’s assets as a licensee will have a significant adverse impact on the issuer’s Asset Integrity and business independence. The sponsor representative is requested to explain the verification basis and process, and express clear verification opinions.
3. The issuer is a red chip enterprise listed on the Hong Kong stock exchange. The articles of association and the establishment and operation of the three associations are different from those of domestic listed companies. The representative of the issuer is requested to explain: (1) whether the corporate governance system after this issuance and listing meets the regulatory requirements of domestic laws and regulations on the protection of investors’ rights and interests, and whether necessary arrangements have been made for the application of laws and litigation jurisdiction to protect the rights and interests of domestic investors; (2) The necessity of relevant senior executives taking part-time positions other than directors in the actual controller, whether there are potential conflicts of interest, and effective solutions to prevent conflicts of interest. The sponsor representative is requested to explain the verification basis and process, and express clear verification opinions.
4. The issuer’s representative is requested to explain: (1) the commercial rationality of the gross profit margin of China Oilfield Services Limited(601808) , Offshore Oil Engineering Co.Ltd(600583) , Cnooc Energy Technology & Services Limited(600968) subsidiaries of CNOOC holding that provide offshore oil and gas services to the issuer during the reporting period is higher than that of comparable companies Sinopec Oilfield Service Corporation(600871) , China Petroleum Engineering Corporation(600339) ; (2) The rationality of fluctuation of operating expenses for barrels of oil during the reporting period, and the reasons and rationality of operating expenses lower than comparable companies; (3) Profit and loss fluctuation and main reasons of holding subsidiaries during the reporting period, whether the provision for impairment of oil and gas assets of relevant subsidiaries is sufficient and reasonable, whether there is a significant impact on the operation of the issuer, whether there are major policies or operational risks, and the measures and effectiveness to deal with risks. The sponsor representative is requested to explain the verification basis and process, and express clear verification opinions.
(II) Ningbo Huanyang New Material Co., Ltd
1. The issuer is related to Wanhua chlor alkali and Wanhua Chemical Group Co.Ltd(600309) . The representative of the issuer is requested to explain: (1) the rationality of the free transfer of three patent application rights, whether there are other interest arrangements, and whether the issuer’s core technology depends on Wanhua chlor alkali; (2) Wanhua chlor alkali increased the capital of the issuer’s predecessor with the land use right, the reason and rationality of withdrawing soon after the capital increase, and the legality and compliance of the acquisition of the land use right; (3) The background and reasons why some indirect shareholders are employees of Wanhua chlor alkali and are held by Fang Fuliang; (4) The issuer’s purchase price of hydrogen chloride is significantly lower than the commercial rationality and sustainability of the third party. Is there any benefit transfer. The sponsor representative is requested to explain the verification basis and process, and express clear verification opinions.
2. Glycerol is the core production raw material of the issuer and mainly depends on import. The issuer’s representative is requested to explain: (1) the reason why the average purchase unit price of glycerol is significantly lower than the market price from January 2020 to June 2021; (2) Whether there is any relationship with overseas glycerol suppliers, and why some suppliers become the main suppliers of the issuer soon after their establishment; (3) Reasons for the substantial increase in sales in the second quarter of 2021 compared with the same period of previous years; (4) The reason and rationality of the issuer’s gross profit margin is much higher than that of comparable companies in the same industry. The sponsor representative is requested to explain the verification basis and process, and express clear verification opinions.
3. The income of the issuer mainly comes from the sales of epichlorohydrin. The issuer’s representative is requested to explain: (1) whether the gross profit margin is facing a downward trend in the second half of 2021 and whether it will have a significant adverse impact on the issuer’s performance; (2) Whether epichlorohydrin has the risk of overcapacity and whether it has a significant adverse impact on the issuer’s sustainable profitability. The sponsor representative is requested to explain the verification basis and process, and express clear verification opinions.
Issuance supervision department
February 24, 2022
