China National Offshore Oil Co., Ltd
CNOOC Limited
(65 / F, Bank of China building, 1 Garden Road, Hong Kong)
Initial public offering of RMB ordinary shares
(A shares) prospectus
Sponsor (lead underwriter)
(North block of excellence Times Square (phase II), No. 8, Zhongxin Third Road, Futian District, Shenzhen, Guangdong)
Co lead underwriter
(39th floor, Bank of China building, No.1 Jianguomenwai street, Chaoyang District, Beijing (27th floor and 28th floor, building 2, 200 trade building, middle Yincheng Road, Pudong New Area, Shanghai)
Overview of this offering
Type of shares issued: RMB ordinary shares (A shares)
2 Shanghai Pudong Development Bank Co.Ltd(600000) 000 shares (before exercising the over allotment option), accounting for about 5.50% of the total number of shares to be issued after the issuance. The company authorizes the lead underwriter to exercise the over allotment option under the premise of complying with laws, regulations and regulatory requirements, and over sell the A shares that do not exceed 15% of the number of A-Shares issued this time (before exercising the over allotment option)
The issuance is carried out through the combination of directional placement to strategic investors, offline placement to qualified investors and online pricing issuance to social public investors who hold the market value of non restricted A-Shares and non restricted depositary receipts in Shanghai market
Par value per share no par value
Issue price per share ⚫ element
Expected issue date: April 12, 2022
Stock exchange to be listed Shanghai Stock Exchange
47247455984 shares (before exercising the over allotment option), of which the total share capital after the issuance of A-Shares is 2 Shanghai Pudong Development Bank Co.Ltd(600000) 000 shares (before exercising the over allotment option), and Hong Kong shares are 44647455984 shares
Sponsor (lead underwriter) Citic Securities Company Limited(600030)
Co lead underwriters China International Capital Corporation Limited(601995) , Boc International (China) Co.Ltd(601696)
Signing date of the prospectus: March 31, 2022
statement
The issuer and all directors and senior managers promise that there are no false records, misleading statements or major omissions in the prospectus and its abstract, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
The person in charge of the company, the person in charge of accounting and the person in charge of the accounting agency shall ensure that the financial and accounting materials in the prospectus and its abstract are true and complete.
The recommendation institution promises to compensate investors for direct economic losses due to false records, misleading statements or major omissions in the documents it produces and issues for the issuer’s initial public offering of shares.
Any decision or opinion made by the China Securities Regulatory Commission and other government departments on this issuance does not indicate that it makes a substantive judgment or guarantee on the value of the issuer’s shares or the income of investors. Any statement to the contrary is a false statement.
According to the provisions of the securities law of the people’s Republic of China, after the shares are issued according to law, the issuer shall be responsible for the changes in the operation and income of the issuer, and the investors shall be responsible for the investment risks caused by the changes. If investors have any questions about this prospectus and its abstract, they should consult their own stockbrokers, lawyers, professional accountants or other professional consultants.
Tips on major issues
The company specially reminds investors to carefully read the full text of this prospectus and pay special attention to the following important matters: I. accumulated profit distribution plan before this offering
After the deliberation and approval of the special general meeting of shareholders held on October 26, 2021, the company will make the following distribution of the accumulated profits before the initial public offering of RMB common shares (A shares): the accumulated undistributed profits of the company before the issuance of A-Shares are jointly enjoyed by the new and old shareholders after the issuance of A-Shares according to the shareholding ratio. 2、 Dividend distribution policy after this issuance
On October 26, 2021, the company held an extraordinary general meeting of shareholders and deliberated and approved the proposal on the company’s profit distribution policy and the dividend return plan within three years after the initial public offering of RMB common shares (A shares) and listing on the main board of Shanghai Stock Exchange, which made corresponding provisions on the profit distribution policy after this issuance, as follows:
“1. Profit distribution principle of the company
The company implements a continuous and stable profit distribution policy. The profit distribution of the company should pay attention to the reasonable investment return of investors and give consideration to the sustainable development of the company.
2. Profit distribution form of the company
The company may distribute profits in cash, stock, combination of cash and stock or other ways permitted by laws, regulations and normative documents. If the conditions for cash dividends are met, the profit distribution method of cash dividends shall be given priority.
3. Cash dividend conditions of the company
The implementation of cash dividends by the company shall meet the following conditions at the same time:
1) The undistributed profit of the company is positive, the profit is realized in the current year, and the distributable profit realized in the current year (i.e. the after tax profit after the company makes up the loss and allocates the reserve) is positive. After the cash dividend, the cash flow of the company can still meet the needs of the company’s continuous operation and long-term development;
2) Meet other cash dividend conditions stipulated by laws, regulations and normative documents.
4. Time interval of cash dividends of the company
On the premise of meeting the conditions of cash dividend, the company will pay cash dividend twice a year in principle.
The board of directors of the company shall comprehensively consider the industry characteristics, development stage, its own business model, profitability and whether there are major capital expenditure arrangements. On the premise of meeting the conditions of cash dividend, distinguish the following situations, and put forward differentiated cash dividend policies in accordance with the procedures specified in the articles of association: 1) when the development stage of the company is mature and there is no major capital expenditure arrangement, During profit distribution, the proportion of cash dividends in this profit distribution shall be at least 80%;
2) When the development stage of the company is mature and there are major capital expenditure arrangements, the proportion of cash dividends in this profit distribution should reach 40% at least;
3) When the development stage of the company is in the growth stage and there are major capital expenditure arrangements, the proportion of cash dividends in this profit distribution shall reach 20% at least;
4) If the development stage of the company is difficult to distinguish but there are major capital expenditure arrangements, it can be handled in accordance with the provisions of the preceding paragraph.
5. Conditions for issuing stock dividends
If the company operates well, and the board of Directors considers that the stock price of the company does not match the size of the company’s share capital, the net assets per share is high, and the distribution of stock dividends is conducive to the overall interests of all shareholders of the company, it can put forward the implementation of stock dividend distribution plan. Where stock dividends are used for dividend distribution, real and reasonable factors such as the growth of the company and the dilution of net assets per share shall be considered.
6. Decision making procedure and mechanism of profit distribution
The board of directors of the company will formulate the specific profit distribution plan of the company in accordance with the articles of association and the profit distribution policy specified in this document, which can be implemented only after being approved in accordance with the procedures specified in the articles of association.
7. Decision making mechanism and procedure for the adjustment of the company’s profit distribution policy
If the Company deems it necessary to adjust or change the profit distribution policy, it shall approve the revised profit distribution policy according to the procedures specified in the relevant policies before implementation. ” 3、 Plan and relevant commitments on stabilizing A-share price of the company (I) plan for stabilizing A-share price within three years after listing
According to the opinions on further promoting the reform of new share issuance system and other relevant provisions of the CSRC, the company has formulated the plan of CNOOC on stabilizing the company’s A-share price within three years after the initial public offering of RMB common shares (A shares) and listing on the main board of Shanghai Stock Exchange (hereinafter referred to as the “plan for stabilizing share price”), with the specific contents as follows:
“1. The principle of stabilizing the company’s share price
The company will be committed to normal operation and sustainable development and bring reasonable returns to all shareholders. In order to take into account the immediate and long-term interests of all shareholders and promote the healthy development and market stability of the company, for example, when the company’s share price triggers the specific conditions for starting the measures to stabilize the A-share share price, the company and the company’s controlling shareholders, actual controllers, salaried directors (except independent non-executive directors) The senior managers will initiate measures to stabilize the stock price in accordance with the relevant provisions of the securities law of the people’s Republic of China and the normative documents issued by the China Securities Regulatory Commission, as well as the actual situation of the company, so as to effectively protect the legitimate rights and interests of investors, especially small and medium-sized investors.
2. Specific conditions for starting and stopping measures to stabilize stock prices
(1) Starting conditions: within three years after the company’s initial public offering of A-Shares and listing, if the closing price of A-Shares of the company is lower than the audited net assets per share at the end of the previous fiscal year for 30 consecutive trading days (in case of ex rights and ex dividend matters, the above closing price shall be adjusted accordingly, the same below). If it is not caused by force majeure, the company shall start measures to stabilize the stock price and announce the specific plan in advance.
(2) Suspension conditions: after the company or relevant parties take measures to stabilize the stock price, if the closing price of A-Shares of the company for five consecutive trading days is higher than the audited net assets per share of the company at the end of the latest period, or the relevant increase or repurchase funds are used up, the implementation of stock price stabilization measures will be stopped.
3. Specific measures for stabilizing stock price scheme
When the above conditions for starting stock price stabilization measures are met, the company and relevant parties can take one or more of the following measures: (1) the company repurchases shares; (2) The controlling shareholder and actual controller of the company increase their shares in the company; (3) Paid directors (except independent non-executive directors) and senior managers increase their shares in the company; (4) Other methods approved by the securities regulatory authorities.
The measures such as share repurchase and share increase mentioned in this plan are limited to RMB common shares (A shares). The specific contents of the above measures to stabilize the stock price are as follows:
(1) Repurchase of shares by the company
The repurchase of shares by the company shall comply with relevant laws and regulations, the regulatory rules of the securities regulatory authority and stock exchange where the listing is located, and the articles of association of CNOOC Limited (hereinafter referred to as the articles of association). If it is finally determined that the measures to stabilize the stock price include the company’s repurchase of the company’s shares, the company shall convene the board of directors to discuss the specific plan to stabilize the stock price within 15 trading days from the date of achievement of the starting conditions of the measures to stabilize the stock price, and implement it after deliberation and approval by the board of directors; If such plans need to be reviewed and approved by the general meeting of shareholders, the company shall also start the review procedure. If the company has obtained the general authorization of the general meeting of shareholders to repurchase shares from the board of directors at the annual general meeting of shareholders, the board of directors may implement the plan for stabilizing domestic stock price approved by the board of directors within the scope of such authorization without submitting it to the general meeting of shareholders for deliberation.
In a single fiscal year, the total repurchase funds used by the company to stabilize the stock price shall not be higher than 20% of the audited net profit attributable to the shareholders of the parent company in the latest fiscal year.
If the above standards are exceeded, this measure to stabilize the stock price will not continue to be implemented in the current year. However, if it is necessary to start measures to stabilize the stock price in the following year, the company will continue to implement the plan to stabilize the stock price in accordance with the above principles.
(2) The controlling shareholder and actual controller increase the shares of the company
If the final measures to stabilize the stock price include that the controlling shareholders and actual controllers increase the shares of the company, and the increasing shares of the controlling shareholders and actual controllers will not cause the company to fail to meet the statutory listing conditions, the controlling shareholders and actual controllers shall increase the shares of the public of the company through block trading, centralized bidding and / or other legal means in accordance with the specific plan and commitment to stabilize the stock price, And notify the company in writing of the specific plan to increase its shares in the company, which will be announced by the company.
In a single fiscal year, the holding capital used by the controlling shareholders and actual controllers to stabilize the stock price shall not be higher than 20% of the cash dividend received from the company in the previous year.
If the above standards are exceeded, this measure to stabilize the stock price will not continue to be implemented in the current year. However, if it is necessary to start measures to stabilize the stock price in the following year, it will continue to implement the plan to stabilize the stock price in accordance with the above principles.
(3) Paid directors (except independent non-executive directors) and senior managers increase their shares in the company
If the final measures to stabilize the stock price include the increase of shares held by salaried directors (except independent non-executive directors) and senior managers, and the increase of shares held by salaried directors (except independent non-executive directors) and senior managers will not cause the company to fail to meet the statutory listing conditions, salaried directors (except independent non-executive directors) The senior managers shall increase their holdings of the company’s public shares through centralized bidding through securities exchanges and / or other legal means in accordance with the specific plan for stabilizing the stock price and the contents of their respective commitments, and notify the company in writing of the specific plan for increasing their holdings of the company’s shares, which shall be announced by the company.
In a single fiscal year, the increased capital used by salaried directors (except independent non-executive directors) and senior managers to stabilize the stock price shall not be higher than 10% of the total after tax remuneration received from the company in the previous year.
If the above standards are exceeded, this measure to stabilize the stock price will not continue to be implemented in the current year. However, if it is necessary to start measures to stabilize the stock price in the following year, it will continue to implement the plan to stabilize the stock price in accordance with the above principles.
During the validity period of this plan, the newly elected salaried directors (except independent non-executive directors) and newly appointed senior managers of the company shall perform the obligations of salaried directors (except independent non-executive directors) and senior managers specified in this proposal.
Within 120 trading days after fulfilling the above measures to stabilize the A-share price, the obligation to stabilize the A-share price of the company’s controlling shareholders or actual controllers, the company, salaried directors (except independent non-executive directors) and senior managers will be automatically relieved. From the 121st trading day after the completion of the above measures to stabilize the A-share price, if the closing price of the company’s A-share stock is lower than the audited net assets per share at the end of the previous fiscal year for 30 consecutive trading days, it shall be deemed that the conditions for stabilizing the stock price are met again.
If
