Stock Abbreviation: Tongfei Shares
Stock Code: 300990
Sanhe Tongfei Refrigeration Co., Ltd.
2026 Prospectus for Issuance of Shares to Specific Targets
(Registration Draft)
Sponsor (Lead Underwriter): CITIC Securities Company Limited
Address: North Tower, Excellence Times Plaza (Phase II), No. 8 Center 3rd Road, Futian District, Shenzhen, Guangdong Province
Date: July 2026
Statement
The Company and all directors and senior management guarantee that the contents of this prospectus are true, accurate, and complete, free from false records, misleading statements, or major omissions. They commit to fulfilling their obligations in accordance with the principles of good faith and assume corresponding legal liabilities.
The controlling shareholder of the Company guarantees that the contents of this prospectus are true, accurate, and complete, free from false records, misleading statements, or major omissions. They commit to fulfilling their obligations in accordance with the principles of good faith and assume corresponding legal liabilities.
The person in charge of the Company, the person in charge of accounting work, and the head of the accounting department guarantee the authenticity and completeness of the financial and accounting information in this prospectus.
Any decisions or opinions made by the China Securities Regulatory Commission or the Shenzhen Stock Exchange regarding this issuance do not constitute a guarantee of the authenticity, accuracy, or completeness of the application documents and disclosed information, nor do they constitute a substantive judgment or guarantee of the issuer's profitability, investment value, or investor returns. Any statements to the contrary are false and untrue.
According to the Securities Law, after the securities are issued in accordance with the law, the issuer is solely 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 caused by changes in the issuer's operations and earnings or fluctuations in securities prices after the issuance.
Important Matters Notice
The Company reminds investors to carefully read the full text of this prospectus before making investment decisions and specifically draws attention to the following risk summaries. 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 Downturn
From 2023 to 2025, the Company's gross margins were 26.33%, 22.06%, and 22.31%, respectively. The gross margin is affected by multiple factors, including product structure, market supply and demand, market competitiveness, raw material price fluctuations, and labor cost changes. Since 2024, while the energy storage market has grown rapidly, market competition has intensified, leading to a decline in energy storage system prices. Downstream customers have set higher requirements for the prices of related temperature control equipment, causing the Company's product prices to decline to varying degrees and the gross margin to slip. In 2024, net profit attributable to shareholders of the parent company after deducting non-recurring gains and losses declined. If downstream industry demand declines or market competition intensifies in the future, the Company may face the risk of declining sales prices and gross margins, potentially leading to a decline in performance.
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, respectively, maintaining continuous growth. If adverse factors such as intensified industry competition, shrinking market demand, loss of major customers, or rising operating costs occur in the future, or if the Company fails to consolidate and enhance its market competitive advantage, fails to keep up with the pace of product technology updates, lacks market expansion capabilities, or if the implementation of the fundraising investment projects fails to achieve expected results, the Company's performance growth rate may decrease, and performance may decline.