China National Offshore Oil Co., Ltd
IPO arrangement and preliminary inquiry announcement
Sponsor (co lead underwriter): Citic Securities Company Limited(600030)
Co lead underwriter: China International Capital Corporation Limited(601995)
Co lead underwriter: Boc International (China) Co.Ltd(601696)
hot tip
China National Offshore Oil Co., Ltd. (hereinafter referred to as "CNOOC", "issuer" or "company") in accordance with the opinions of China Securities Regulatory Commission (hereinafter referred to as "CSRC") on further promoting the reform of new share issuance system (CSRC announcement [2013] No. 42) and the measures for the administration of securities issuance and underwriting (CSRC order [No. 144]) (hereinafter referred to as "administrative measures") Measures for the administration of initial public offering and listing (order of the CSRC [No. 173]), notice of the general office of the State Council Transmitting several opinions of the CSRC on carrying out the pilot of domestic issuance of shares or depositary receipts by innovative enterprises (GBF [2018] No. 21) (hereinafter referred to as "several opinions") Implementation measures for the supervision of domestic issuance of shares or depositary receipts and listing of pilot innovative enterprises (CSRC announcement [2018] No. 13) (hereinafter referred to as the "implementation measures"), announcement on expanding the pilot scope of domestic listing of red chip enterprises (CSRC announcement [2021] No. 20) Code for underwriting business of initial public offering (zxsf [2018] No. 142) (hereinafter referred to as "business code"), rules for placing of initial public offering (zxsf [2018] No. 142) (hereinafter referred to as "placement rules"), rules for the administration of offline investors of initial public offering (zxsf [2018] No. 142) (hereinafter referred to as "investor management rules") Organize the implementation of IPO in accordance with relevant provisions such as the detailed rules for the implementation of online IPO in Shanghai market (SZF [2018] No. 40) (hereinafter referred to as the "detailed rules for the implementation of online IPO") and the detailed rules for the implementation of offline IPO in Shanghai market (SZF [2018] No. 41) (hereinafter referred to as the "detailed rules for the implementation of offline IPO").
The initial inquiry and offline subscription of this offering are conducted through the offline subscription electronic platform of Shanghai Stock Exchange (hereinafter referred to as "Shanghai Stock Exchange") (hereinafter referred to as "subscription platform"). Offline investors are requested to carefully read this announcement. For details of preliminary inquiry and offline subscription, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) The detailed rules for the implementation of offline issuance and other relevant provisions.
Investors are kindly requested to focus on the issuance process, online and offline subscription and payment, strategic placement, setting of lock-in period, over allotment option, disposal of share abandonment, etc. the specific contents are as follows:
1. This offering is conducted by a combination of directional placement to strategic investors (hereinafter referred to as "strategic placement"), offline inquiry placement to qualified investors (hereinafter referred to as "offline issuance") and online pricing issuance to social public investors holding the market value of non restricted A-Shares and non restricted depositary receipts in Shanghai market (hereinafter referred to as "online issuance").
An issuer and a sponsor institution (joint lead underwriter (joint lead underwriter) (joint lead underwriter) (joint underwriter) (joint underwriter) (joint underwriteror or sponsor (joint lead underwriteror) or a sponsor (joint lead underwriteror) (joint underwriteror or the sponsor (joint lead underwriterunderwriteror) (joint lead underwriteror) (joint lead underwriteror) (joint lead underwriteror) (joint lead underwriter) (joint underwriterunderwriter) (joint underwriterunderwriter) (joint underwriterunderwriter) (joint underwriter) (joint underwriter) (joint underwriter) (joint underwriter) (joint underwriter) (joint underwriter) (joint underwriter) (hereinafter hereinafter referred hereinafter referred to as China International Capital Corporation Limited(601995) of the China International Capital Corporation Limited(601995) of the China International Capital Corporation Limited(601995) the, Cumulative bidding inquiry will not be conducted offline.
Strategic placement, preliminary inquiry and offline issuance shall be organized by the joint lead underwriters, and the preliminary inquiry and offline issuance shall be implemented through the offline subscription electronic platform of Shanghai Stock Exchange; Online issuance is implemented through the trading system of Shanghai Stock Exchange. 2. The number of shares to be issued to the public this time is 2600 million, accounting for about 5.50% of the total share capital of the company after the issuance (before the exercise of the over allotment option). All of them are new shares issued to the public without the transfer of old shares. The issuer grants the recommendation institution (co lead underwriter) an over allotment option that does not exceed 15.00% of the initial issuance scale. If the over allotment option is fully exercised, the total number of shares issued will be expanded to 2990 million shares, accounting for about 6.28% of the total share capital after issuance (after the over allotment option is fully exercised). All the over allotted shares are allotted to online investors.
3. The pricing of this issuance will be determined according to the preliminary inquiry results, and the issuance scale is uncertain.
4. The offline issuance and Subscription Date and online subscription date are the same as April 12, 2022 (t day). Among them, the offline subscription time is 9:30-15:00, and the online subscription time is 9:30-11:30 and 13:00-15:00. Investors do not need to pay subscription funds when making online and offline subscription on April 12, 2022 (t day).
If the P / E ratio corresponding to the offering price is higher than the average p / E ratio of the secondary market of Listed Companies in the same industry, the issuer and the joint lead underwriters will continuously publish the special announcement on investment risk within three weeks before online subscription, at least once a week, and the subscription date of this offering will be postponed for three weeks.
5. The price of this offering will not be higher than the lower of the weighted average and median of the declared prices of securities investment fund management companies, securities companies, trust companies, finance companies, insurance institutional investors and qualified foreign institutional investors among offline investors, and the weighted average and median of the declared prices of all securities investment fund management companies after excluding invalid quotations.
6. After the preliminary inquiry, the issuer and the joint lead underwriters will, according to the inquiry results after excluding the invalid quotation, quote all the placing objects from high to low according to the subscription price, and from small to large according to the proposed subscription quantity of the placing objects at the same subscription price For the same purchase price and the same proposed purchase quantity, the order shall be from the last to the first according to the declaration time (the declaration time and declaration number displayed on the offline purchase platform of the Shanghai Stock Exchange). The quantity of the highest quotation in the total proposed purchase quantity shall be excluded, and the excluded proposed purchase quantity shall not be less than 10% of the total proposed purchase quantity of offline investors. When the maximum declared price is the same as the determined issue price, the Declaration on the price can no longer be excluded, and the exclusion proportion can be less than 10%. The excluded part shall not participate in offline subscription.
7. Among the shares issued this time, the shares issued online have no circulation restrictions and locking arrangements, and can be circulated from the date when the shares issued this time are listed and traded on the Shanghai Stock Exchange.
Among the shares allocated to each placing object issued offline, 30% of the shares are unlocked and can be circulated from the date of listing and trading of the issued shares on the Shanghai Stock Exchange; 70% of the shares are locked for 6 months. When offline investors participate in the preliminary inquiry and quotation and offline purchase, they do not need to fill in the lock-in period arrangement for the placement object under their management. Once the quotation is made, it is deemed to accept the offline lock-in period arrangement disclosed in this announcement.
See "III. strategic placement" for the specific arrangement of the lock-in period of strategic investors.
The lock up period shall be calculated from the date when the shares issued this time are listed and traded on the Shanghai Stock Exchange.
8. Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares on their behalf.
9. The placing object shall comply with the regulatory requirements of the industry, and the subscription amount shall not exceed the corresponding asset scale or capital scale.
10. In accordance with the stock listing rules of the stock exchange of Hong Kong (hereinafter referred to as the "Listing Rules of the stock exchange of Hong Kong") and relevant arrangements, the company will not place the shares of the issuer's initial public offering of A-Shares to the issuer's connected persons (as defined in the Listing Rules of the stock exchange of Hong Kong) (hereinafter referred to as the "connected persons") under the Listing Rules of the stock exchange of Hong Kong.
11. Offline investors shall, in accordance with the announcement on offline preliminary placement results and online winning results of initial public offering of shares by CNOOC Limited (hereinafter referred to as "announcement on offline preliminary placement results and online winning results"), pay the subscription funds for new shares in full and on time before 16:00 on April 14 (t + 2) 2022 according to the finally determined issuance price and allocated quantity.
After winning the subscription of new shares, online investors shall fulfill the obligation of capital settlement according to the announcement of offline preliminary placement results and online winning results, so as to ensure that their capital account will have sufficient new share subscription funds on April 14 (T + 2) 2022. The transfer of investors' funds shall comply with the relevant provisions of the securities company where the investors are located. The shares that offline and online investors give up to subscribe for are underwritten by the joint lead underwriters.
12. When the total number of shares paid and subscribed by offline and online investors is less than 70% of the number of this public offering after deducting the final strategic placement, the issuer and the co lead underwriter will suspend the issuance of new shares and disclose the reasons for the suspension and subsequent arrangements. Please refer to "XII. Arrangements for suspension of issuance" for specific suspension terms.
13. If the offline investors with valid quotation fail to participate in the subscription or obtain the preliminary placement, and the offline investors fail to pay the subscription amount in full and in time, they will be deemed to have breached the contract and shall bear the liability for breach of contract. The joint lead underwriters shall report the breach to the China Securities Association for the record. According to the relevant provisions of the detailed rules for the administration of investors:
"If offline investors or placing objects have one of the situations specified in articles 45 and 46 of the business code in a natural year, the association will blacklist them for six months; offline investors or placing objects have two single situations specified in articles 45 and 46 of the business code in a natural year (including) Under the above or two or more circumstances, the association will blacklist them for 12 months. For the first time in a natural year, the placing object of offline investors provides "effective quotation but fails to participate in the subscription" in Item (IX) of Article 45 or "fails to pay the subscription funds in full and on time" in Item (II) of Article 46 of the business specifications, which has not caused obvious adverse consequences and has been rectified in time, and voluntarily submits the rectification report within 10 working days after the project is issued and listed, it may be exempted from one punishment. "
If the investor has won the lottery for 3 times but failed to pay in full within 12 consecutive months, he shall not participate in the online subscription of new shares, depositary receipts, convertible corporate bonds and exchangeable corporate bonds within 6 months (calculated as 180 natural days, including the next day) from the next day of the settlement participant's latest declaration of abandonment of subscription. The number of times of giving up subscription shall be calculated according to the number of times of investors actually giving up subscription of new shares, depositary receipts, convertible corporate bonds and exchangeable corporate bonds.
14. After the completion of online and offline subscription, the issuer and the joint lead underwriter will determine whether to enable the over allotment option according to the overall subscription situation, and determine whether to enable the callback mechanism to adjust the number of offline and online issuance. See "VIII. Callback mechanism" of this announcement for specific arrangements of callback mechanism.
15. Affected by the sharp decline in international oil prices in 2020, the issuer achieved an operating revenue of 155372671400 yuan in 2020, a year-on-year decrease of 33.37%; The net profit attributable to the shareholders of the parent company was 24956787700 yuan, a year-on-year decrease of 59.12%; After deducting non recurring profits and losses, the net profit attributable to the shareholders of the parent company was 21370427500 yuan, a year-on-year decrease of 62.65%.
Based on the recent rise in international oil prices, the issuer's profitability has improved. The issuer achieved an operating income of 246111690600 yuan in 2021, with a year-on-year increase of 58.40%; The net profit attributable to the shareholders of the parent company was 7031966900 yuan, a year-on-year increase of 181.77%; After deducting non recurring profits and losses, the net profit attributable to the shareholders of the parent company was 681707016 million yuan, a year-on-year increase of 219.00%.
Combined with the development trend of the industry and the actual operation of the company, the company expects to realize an operating revenue of about 69 billion yuan to 83 billion yuan in the first quarter of 2022, with a year-on-year increase of 32% to 58%; The net profit attributable to shareholders of the parent company was about 24 billion yuan to 28 billion yuan, with a year-on-year increase of 62% to 89%; After deducting non recurring profits and losses, the net profit attributable to shareholders of the parent company was about 23.3 billion yuan to 27.3 billion yuan, with a year-on-year increase of 61% to 89%. The relevant financial data in the above performance forecast are the preliminary calculation results of the company. Without the audit of the audit institution, the estimated number does not represent the final realizable income and net profit of the company, nor does it constitute the profit forecast of the company.
Investors are hereby reminded to pay attention to the risk of performance fluctuation of the issuer, quote prudently and participate in decision-making rationally.
16. Fluctuations in crude oil and natural gas prices mainly reflect changes in supply and demand, including market uncertainty and factors beyond the control of other companies, such as macroeconomic conditions, oil policies of OPEC and major oil exporting countries, geopolitical, economic conditions and actions related to major oil producing countries, prices and availability of other energy, natural disasters, weather conditions and major global public health emergencies.
Oil and gas price fluctuations may have a material impact on the company's business, cash flow and earnings. Oil and gas prices are uncertain. If the oil and gas price shows a downward trend and lasts for a long time, it may have an adverse impact on the company's business, revenue and profits. At the same time, it may cause the company to write off the reserves and other assets with high cost and reduce the output of oil and natural gas that the company can economically produce. If the oil and gas price is low for a long time, it may affect the company's investment decision on the project.
The international political and economic situation is complex and changeable. If there is political or economic instability in the country where the company operates, the related international actions, unrest and strikes, political instability, war and terrorist acts may have a negative impact on the company's financial situation and operating results. Regime change, social unrest, other political, economic or diplomatic changes or changes in policies, laws, fiscal and tax systems are beyond the control of the company. Such changes and trade and economic sanctions caused by the deterioration of relations between different countries may have a significant adverse impact on the company's operation, existing assets or future investment.
On February 24, 2022, Russia announced "special military action" against Ukraine. The issuer has no business in Ukraine; In Russia, the company owns 10% interest in Arctic LNG 2 project, which is still in the early construction stage. The above projects of the company in Russia may be adversely affected to a certain extent due to financial sanctions caused by military conflict. In addition, other overseas projects of the company are not affected by the military conflict between Russia and Ukraine, and the production and operation situation is not good
