China National Offshore Oil Co., Ltd
Special announcement on investment risk of initial public offering
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)
The application of CNOOC Limited (hereinafter referred to as the “issuer”) for the initial public offering of RMB common shares (A shares) (hereinafter referred to as the “issuance”) has been approved by the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) zjxk [2022] No. 632.
The issuer and the recommendation institution (joint lead underwriter (joint lead underwriter) (joint lead underwriter) (joint lead underwriter) (joint underwriter) (joint underwriter) (joint underwriter (joint lead underwriter) (or the joint lead underwriter) (or the joint lead underwriter) (or the joint lead underwriter) (or the joint underwriterunderwriter (joint lead underwriter) (or the joint lead underwriter) (joint underwriter (joint lead underwriter) (joint lead underwriter) (hereinafter hereinafter hereinafter hereinafter hereinafter hereinafter hereinafter hereinafter hereinafter hereinafter hereinafter hereinafter hereinafter hereinafter hereinafter hereinafter hereinafter hereinafter hereinafter hereinafter hereinafter hereinafter hereinafter hereinafter hereinafter hereinafter hereinafter hereinafter hereinafter hereinafter hereinafter hereinafter hereinafter hereinafter hereinafter hereinafter hereinafter hereinafter hereinafter hereinafter hereinafter hereinafter referred to China International Capital Corporation Limited(601995) \inquiryresults, Considering the issuer’s fundamentals, industry, valuation level of comparable companies, market conditions, demand for raised funds and other factors, the price of this issuance is determined to be 10.80 yuan / share through negotiation, and the cumulative bidding inquiry will not be conducted for offline issuance. 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 price of this offering shall 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.
This offering will be implemented through the trading system of Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) and the offline subscription electronic platform on April 12, 2022 (t day).
The issuer and the co lead underwriters specially draw the attention of investors to the following contents:
(I) investors are kindly requested to focus on the issuance process, online and offline subscription and payment, strategic placement, lock-in period setting, over allotment option and other aspects. The specific contents are as follows:
1. The offline issuance and Subscription Date and online subscription date are the same as April 12, 2022 (t day), in which 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 from back to front 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 same declared price 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. Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares.
4. 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 in full and on time according to the determined issuance price and preliminary placement quantity before 16:00 on April 14 (T + 2) 2022. 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.
5. 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.
6. If the offline investors with valid quotation fail to participate in the subscription and the offline investors who have obtained the preliminary placement fail to pay the subscription money in full and in time, they will be deemed to have breached the contract and shall be liable for breach of contract. The joint lead underwriters shall report the breach to the China Securities Association for the record. If an online investor fails to pay in full after winning the lottery three times in a row within 12 months, he shall not participate in the online subscription of new shares, depositary receipts, convertible corporate bonds and exchangeable corporate bonds within 6 months. 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.
(II) any decision or opinion made by the CSRC and other government departments on this issuance does not indicate that it makes a substantive judgment or guarantee on the investment value of the issuer’s shares or the income of investors. Any statement to the contrary is a false statement. Investors are invited to pay attention to investment risks, carefully study and judge the rationality of issuance pricing, and make investment decisions rationally.
(III) investors who intend to participate in this offering and subscription must carefully read the summary of the prospectus for the initial public offering of RMB common shares (A shares) by CNOOC Limited published in China Securities Journal, Shanghai Securities News, securities times and Securities Daily on March 31, 2022 (T-6) and published on the Shanghai Stock Exchange (www.sse. Com. CN) The full text of the prospectus, especially the chapters of “tips on major matters” and “risk factors”, fully understand the risk factors of the issuer, judge its operation status and investment value by itself, and make investment decisions prudently. The issuer’s operating conditions may change due to the influence of politics, economy, industry and operation and management level, and the possible investment risks shall be borne by the investors themselves.
(IV) 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.
(V) the price of this offering is 10.80 yuan / share. Investors are requested to judge the rationality of the pricing of this offering according to the following conditions.
1. The price earnings ratio corresponding to this price is:
(1) 22.56 times (earnings per share is calculated by dividing the lower of the net profit attributable to the shareholders of the parent company before and after deducting non recurring profits and losses audited by an accounting firm in accordance with Chinese accounting standards in 2020 by the total share capital before this issuance);
(2) 23.88 times (earnings per share is calculated by dividing the lower of the net profit attributable to the shareholders of the parent company before and after deducting non recurring profits and losses audited by an accounting firm in accordance with Chinese accounting standards in 2020 by the total share capital after the issuance (before the exercise of over allotment option);
(3) 24.07 times (earnings per share is calculated by dividing the lower of the net profit attributable to the shareholders of the parent company before and after deducting non recurring profits and losses audited by an accounting firm in accordance with Chinese accounting standards in 2020 by the total share capital after this issuance (assuming that the over allotment option bank exercises in full);
2. According to the industry classification guidelines for listed companies issued by the CSRC, the industry of the issuer is “mining industry – oil and gas exploration industry (classification code B07)”. As of April 7, 2022 (T-3), the average static P / E ratio of “mining industry – oil and gas exploration industry (classification code B07)” released by China Securities Index Co., Ltd. in the latest month was 30.34 times.
The P / E ratio of listed companies whose main business is similar to that of the issuer is as follows:
202020 earnings per share in the first 20 days of T-3, 2020 static market, 2020 static securities per share in 2020, referred to as trading day average price profit (before deduction, yuan / earnings ratio (before deduction, earnings (after deduction, after deduction, price earnings ratio (after deduction, times of non-t-3) (yuan / share) (shares) (yuan / share)), times)
Petrochina Company Limited(601857) 5.41 0.1038 52.09 -0.0655 –
China Petroleum & Chemical Corporation(600028) 4.19 0.2719 15.40 -0.0129 –
Arithmetic mean — 33.75 —
Note: data source: wind information, as of April 7, 2022 (T-3)
The issuance price of 10.80 yuan / share corresponds to the diluted static P / E ratio in 2020, which is lower than the average static P / E ratio of the industry in the latest month and the average p / E ratio of the secondary market of Listed Companies in the same industry published by China Securities Index Co., Ltd., but there is still a risk that the decline of the issuer’s share price will bring losses to investors in the future. The issuer and the co lead underwriter remind investors to pay attention to investment risks, carefully study and judge the rationality of issuance pricing, and make investment decisions rationally.
3. Investors are reminded to pay attention to the difference between the issuing price and the quotation of offline investors. For the quotation of offline investors, please refer to China Securities Journal, Shanghai Securities Journal, securities times, securities daily and Shanghai Stock Exchange (www.sse. Com. CN) published on the same day Initial public offering of shares by China National Offshore Oil Co., Ltd
4. The pricing of this offering follows the market-oriented pricing principle. In the preliminary inquiry stage, offline investors will quote based on the real subscription intention. The issuer and the joint lead underwriter will negotiate and determine the price of this offering according to the preliminary inquiry results and comprehensively considering the issuer’s fundamentals, industry, market conditions, fund-raising requirements and other factors. Any investor who participates in the subscription shall be deemed to have accepted the issue price; If there is any objection to the pricing method and price of the offering, it is recommended not to participate in this offering.
5. This offering may have the risk of falling below the offering price after listing. Investors should pay full attention to the risk factors contained in the pricing marketization, know that the stock may fall below the issue price after listing, effectively improve the risk awareness, strengthen the value investment concept, and avoid blind speculation. Regulators, issuers and joint lead underwriters cannot guarantee that the stock will not fall below the issue price after listing.
(VI) if the issuance is successful, before the over allotment option is exercised, the total amount of funds raised by the issuer is expected to be RMB 28080 million. After deducting the estimated issuance expenses of RMB 188055400, the net amount of funds raised is expected to be RMB 27891944600; If the over allotment option is fully exercised, the total amount of funds raised by the issuer is expected to be 32292 million yuan. After deducting the issuance expenses of about 200938 million yuan, the net amount of funds raised is expected to be 32091062 million yuan. There is a risk that the net asset scale will increase significantly due to the acquisition of raised funds, which will have an important impact on the issuer’s production and operation mode, operation management and risk control ability, financial status, profitability and long-term interests of shareholders.
(VII) the RMB ordinary shares issued by the company this time 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 the relevant laws and regulations in China and the registration and settlement rules. 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.
(VIII) according to the several opinions, 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. 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.
(IX) the company is a red chip enterprise registered in Hong Kong, China under the Companies Ordinance and listed on the stock exchange of Hong Kong
