Stock Abbreviation: Tongfei Shares
Stock Code: 300990
Sanhe Tongfei Refrigeration Co., Ltd.
2026 Prospectus for Issuance of Shares to Specific Targets
(Revised Draft)
Sponsor (Lead Underwriter)
CITIC Securities Company Limited
Address: North Tower, Excellence Times Plaza (Phase II), No. 8 Central Third Road, Futian District, Shenzhen, Guangdong Province
Date: June 2026
Declaration
The Company and all directors and senior management warrant that the contents of this prospectus are true, accurate, and complete, free from false records, misleading statements, or material omissions, and they assume corresponding legal liabilities in accordance with the principle of good faith.
The controlling shareholder of the Company warrants that the contents of this prospectus are true, accurate, and complete, free from false records, misleading statements, or material omissions, and they assume corresponding legal liabilities in accordance with the principle of good faith.
The person in charge of the Company, the person in charge of accounting work, and the person in charge of the accounting institution guarantee the truthfulness and completeness of the financial and accounting data in this prospectus.
Any decision or opinion made by the China Securities Regulatory Commission or the Shenzhen Stock Exchange regarding this issuance does not constitute a guarantee of the truthfulness, accuracy, or completeness of the application documents and disclosed information, nor does it constitute a substantive judgment or guarantee of the issuer's profitability, investment value, or investor returns. Any statement to the contrary is a false representation.
According to the Securities Law, after the securities are issued in accordance with the law, the issuer is responsible for changes in its operations and earnings. Investors shall independently judge the investment value of the issuer, make their own investment decisions, and bear the investment risks arising from changes in the issuer's operations and earnings or fluctuations in securities prices after the issuance.
Important Notice
The Company requests that investors carefully read the full text of this prospectus before making investment decisions and draws special attention to the following risk factors. For detailed information, please read "Section VI: Risk Factors Related to This Issuance" of this prospectus.
I. Risk of Declining Gross Margin of Major Products and Performance Slump
From 2023 to 2025, the Company's gross margins were 26.33%, 22.06%, and 22.31%, respectively. The gross margin is affected by factors such as product structure, market supply and demand, market competitiveness, raw material price fluctuations, and labor costs. Since 2024, the energy storage market has seen intensified competition, leading to a decline in system prices. Downstream customers have higher price requirements for temperature control equipment, causing a decline in product prices and gross margins. Net profit attributable to shareholders of the parent company after deducting non-recurring gains and losses declined in 2024. If downstream demand declines or market competition intensifies in the future, the Company may face risks of falling sales prices, declining gross margins, and a potential performance slump.
II. Risk of Slowing Revenue Growth
During the reporting period, the Company's operating income was 1,845.1336 million yuan, 2,160.0744 million yuan, and 2,867.4833 million yuan, with year-on-year growth rates of 83.13%, 17.07%, and 32.75% over the last three years, showing continuous growth. Although there have been no major changes in national policies, industry development, technology, or the Company's business model, if industry competition intensifies, market demand shrinks, key customers are lost, operating costs rise, or the Company fails to maintain its competitive advantage, keep up with technological upgrades, or effectively implement investment projects, the growth rate of the Company's performance may decrease, and a performance slump may occur.
III. Risk of Investment Projects Failing to Meet Expected Benefits