China National Offshore Oil Co., Ltd
IPO 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”) The 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”), the announcement on expanding the pilot scope of domestic listing of red chip enterprises, the code for underwriting business of initial public offering of shares (Zhong Zheng Xie Fa [2018] No. 142) (hereinafter referred to as the “business code”) Detailed rules for placement of initial public offering shares (zxsf [2018] No. 142) (hereinafter referred to as “detailed rules for placement”), detailed rules for the administration of offline investors in initial public offering shares (zxsf [2018] No. 142) (hereinafter referred to as “detailed rules for the administration of investors”) 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 issuance of this offering are conducted through the offline subscription electronic platform of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”), and the website of the subscription platform is: https://ipo.uap.sse.com.cn./ipo , please read this announcement carefully. For details on the electronic issuance of offline shares, 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. The online issuance of this offering is conducted through the trading system of Shanghai Stock Exchange by means of market value subscription. Investors are requested to carefully read this announcement and the website of Shanghai Stock Exchange (www.sse. Com. CN.) Detailed rules for the implementation of online issuance.
1. 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, suspension of issuance and other aspects. The specific contents are as follows: (1) the issuer and the sponsor (co lead underwriter) Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ,” sponsor (co lead underwriter) “or” co lead underwriter “) The joint lead underwriters China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) “, “joint lead underwriters”), the joint lead underwriters Boc International (China) Co.Ltd(601696) (hereinafter referred to as ” Boc International (China) Co.Ltd(601696) “, “joint lead underwriters”) negotiated and determined the issue price of 10.80 yuan / share based on the preliminary inquiry results and comprehensively considering the issuer’s fundamentals, industry, valuation level of comparable companies, market conditions, demand for raised funds and other factors, Offline issuance will no longer conduct cumulative bidding inquiry.
The issue price is not higher than the lower of the weighted average and median of the declared prices of securities investment fund management companies, securities companies, trust and investment 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.
Investors are requested to make online and offline subscription at this price on April 12, 2022 (t day), and there is no need to pay the subscription fund at the time of subscription. The offline issuance and Subscription Date and online subscription date are the same as April 12, 2022 (t day). The offline subscription time is 9:30-15:00, and the online subscription time is 9:30-11:30 and 13:00-15:00.
(2) After the preliminary inquiry, the issuer and the joint lead underwriters shall, according to the inquiry results after excluding the invalid quotation, quote all the placing objects from high to low according to the declared price, from small to large according to the proposed purchase quantity of the placing objects at the same declared price, and according to the declaration time (the declaration time and declaration number displayed on the offline subscription platform of the Shanghai Stock Exchange shall prevail) according to the declaration time The same declared price, the same proposed purchase quantity and the same purchase time shall be sorted from the back to the front according to the order of placing objects automatically generated by the purchase platform. The quantity of the highest quotation in the total amount of proposed purchase shall be excluded, and the excluded amount of proposed purchase shall not be less than 10% of the total amount of proposed purchase by 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.
(3) 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.
The lock-in period of stocks allocated to strategic investors shall not be less than 12 months.
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.
(4) Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares.
(5) 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.
(6) In accordance with the provisions of 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 allot 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) under the Listing Rules of the stock exchange of Hong Kong.
(7) 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 time and in full before 16:00 on April 14 (t + 2) 2022 according to the finally determined issuance price and preliminary placement quantity.
Offline investors are allocated multiple new shares every day. Please pay for each new share separately. In the case of multiple new shares allocated on the same day, if only one total amount is remitted, the consolidated payment will lead to the failure of accounting, and the resulting consequences shall be borne by the investors themselves.
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.
(8) 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.
(9) 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. If online investors fail to pay in full after winning the lottery for three times in a row within 12 months, they 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.
(10) The RMB common shares issued by the company and intended to be listed on the Shanghai Stock Exchange will be registered, deposited and settled by China Securities Depository and Clearing Co., Ltd. (hereinafter referred to as “CSDCC”) in accordance with relevant laws and regulations and registration and settlement rules in China. The securities registration records issued by CSDCC can prove the shareholder identity of A-share shareholders. If A-share shareholders need to obtain a legally effective certificate of securities holding and change records, they shall apply for it in accordance with the relevant business regulations in China.
The company establishes and keeps a register of shareholders in China (hereinafter referred to as the “register of shareholders in China”) in accordance with relevant laws and regulations. The register of shareholders in China is the legal certificate of A-share shareholders holding A-share shares of the company. The company’s existing register of shareholders stored in Hong Kong, China (hereinafter referred to as the “register of shareholders in Hong Kong, China”) records the information of the company’s Hong Kong shares, and will not include the information of the A shares issued this time. The register of shareholders in China and the register of shareholders in Hong Kong will jointly record the information of all issued shares of the company after this issuance.
(11) According to the “several opinions”, the ownership structure, corporate governance, operation norms and other matters of the pilot red chip enterprises can apply to the provisions of the company law of the place of overseas registration and other laws and regulations. The company is a red chip enterprise registered in Hong Kong, China and listed on the Hong Kong stock exchange. According to the provisions of the Companies Ordinance of Hong Kong, China (hereinafter referred to as the “Companies Ordinance”), the par value system of companies registered in Hong Kong has been completely abolished since March 3, 2014, so the shares of the company have no par value. The shares issued by the company this time are planned to be listed on the Shanghai Stock Exchange. According to the relevant provisions of China Clearing on stock registration and settlement, RMB common shares (A shares) are settled in RMB. The shares issued by the company this time have no face value and are traded on the Shanghai stock exchange with RMB as the stock trading currency.
(12) The company is a red chip enterprise registered in Hong Kong, China and listed on the Hong Kong Stock Exchange in accordance with the Company Ordinance. According to the relevant laws, regulations and rules of the company’s registration place and overseas listing place, the company has set up the general meeting of shareholders and the board of directors, and formulated the current corporate governance system. According to the “several opinions” and the “implementation measures”, the ownership structure, corporate governance, operation norms and other matters of the pilot red chip enterprises can be subject to the provisions of the company law of the place of overseas registration and other laws and regulations.
For the purpose of this offering and listing, the company has revised or formulated the articles of association of CNOOC Limited, the rules of procedure for the general meeting of shareholders of CNOOC Limited, the rules of procedure for the board of directors of CNOOC Limited and other corporate governance systems in accordance with domestic laws and regulations such as the securities law, several opinions, the implementation measures and the rules for the listing of shares on the Shanghai Stock Exchange, So that the company’s arrangements for the protection of investors’ rights and interests are generally not lower than the requirements of domestic laws and regulations. However, in terms of some corporate governance arrangements, there are still some differences between issuers and A-share listed companies established in China in accordance with the company law, For relevant information, please refer to “III. main differences between the company’s legal system in the place of registration, the articles of association and the domestic company law” in “section IX corporate governance structure” of the letter of intent for initial public offering of RMB common shares (A shares) of CNOOC Limited “.
(13) 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 were not affected by the military conflict between Russia and Ukraine, and the production and operation were normal.
(14) The annual performance of the issuer as of December 31, 2021 was announced on the website of the stock exchange of Hong Kong Limited (www.hkexnews. HK) on March 30, 2022. Please pay attention to it. 2. The issuer and the co lead underwriters solemnly remind investors to pay attention to investment risks and invest rationally, and carefully read the special announcement on investment risks of initial public offering of CNOOC Limited published in China Securities News, Shanghai Securities News, securities times and Securities Daily on April 11, 2022 (t-1).
