China Securities Co.Ltd(601066)
About Qingyan Environmental Technology Co., Ltd
Special verification report for strategic investors in initial public offering
Qingyan Environment Technology Co., Ltd. (hereinafter referred to as “Qingyan environment” or “issuer”) plans to make an initial public offering of shares and be listed on the gem (hereinafter referred to as “this offering”) China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) securities”, “sponsor” and “lead underwriter”) as the sponsor (lead underwriter) of the current issuance of Qingyan environment Special provisions on the issuance and underwriting of initial public offerings on the gem (CSRC announcement [2021] No. 21) (hereinafter referred to as the “special provisions”), implementation rules for the issuance and underwriting of initial public offerings on the gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2020] No. 483) (hereinafter referred to as the “implementation rules”) In accordance with the relevant provisions of the code for underwriting initial public offering under the registration system (Zhong Zheng Xie Fa [2021] No. 213) and other laws, regulations and normative documents, the strategic investors of Qingyan environment in this offering were verified, and the following special verification report was issued.
1、 Strategic placement scheme
(I) number of strategic placements
The public offering of 27.01 million shares, accounting for about 25.01% of the total share capital after the issuance. The initial strategic placement of this issuance was 4051500 shares, accounting for 15.00% of the issuance. Among them, the senior managers and core employees of the issuer participated in the special asset management plan established by the strategic placement, and the expected subscription amount is no more than 41.906 million yuan, and the subscription amount is no more than 10.00% of the number of shares issued this time, that is, 2701000 shares; The number of follow-up investment of relevant subsidiaries of the sponsor is expected to be 5.00% of the number of this issuance, That is, 1350500 shares (if the issue price exceeds the lower of the median and weighted average of offline investors’ quotations after excluding the highest quotation and the median and weighted average of public funds, social security funds, pensions, enterprise annuity funds and insurance funds after excluding the highest quotation, the relevant subsidiaries of the sponsor will participate in the strategic placement of the issue in accordance with relevant regulations), The difference between the final strategic placement quantity of strategic investors and the initial strategic placement quantity is first transferred back to offline issuance.
(II) participants
The strategic placing objects of this issuance are:
(1) The senior managers and core employees of the issuer participated in two special asset management plans established in this strategic placement: China Securities Co.Ltd(601066) Qingyan environment No. 1 strategic placement collective asset management plan (hereinafter referred to as ” China Securities Co.Ltd(601066) Qingyan environment No. 1 strategic placement”) and China Securities Co.Ltd(601066) Qingyan environment No. 2 strategic placement collective asset management plan (hereinafter referred to as ” China Securities Co.Ltd(601066) Qingyan environment No. 2 strategic placement”).
(2) Relevant subsidiaries of the sponsor will follow the investment (if the offering price exceeds the median and weighted average of offline investors’ quotations after excluding the highest quotation, and the median and weighted average of public funds, social security funds, pensions, enterprise annuity funds and insurance funds after excluding the highest quotation, whichever is lower, relevant subsidiaries of the sponsor will participate in the strategic placement of the offering in accordance with relevant regulations).
(III) participation scale
The total number of China Securities Co.Ltd(601066) Qingyan environment No. 1 strategic placement and China Securities Co.Ltd(601066) Qingyan environment No. 2 strategic placement to be involved in the strategic placement is no more than 10.00% of the public offering, that is, 2701000 shares, and the subscription amount is no more than 41.906 million yuan, which meets the relevant requirements of article 18 of the special provisions.
The number of follow-up investment of relevant subsidiaries of the sponsor is expected to be 5.00% of the number of this issuance, The following investment institution is China Securities Co.Ltd(601066) securities alternative investment subsidiary China Securities Co.Ltd(601066) Investment Co., Ltd (if the offering price exceeds the lower of the median and weighted average of offline investors’ quotations after excluding the highest quotation and the median and weighted average of public funds, social security funds, pensions, enterprise annuity funds and insurance funds after excluding the highest quotation, the relevant subsidiaries of the sponsor will participate in the strategic placement of the offering in accordance with relevant regulations).
(IV) placing conditions
After verification by the sponsor (lead underwriter) and Beijing Jingtian Gongcheng law firm (hereinafter referred to as “Jingtian Gongcheng lawyer”), the strategic investors participating in the strategic placement have signed the placement agreement with the issuer, do not participate in the preliminary inquiry of the offering, and promise to subscribe for the number of shares they promise to subscribe at the issue price determined by the issuer and the sponsor (lead underwriter).
(V) sales restriction period
The strategic placement objects of this issuance are China Securities Co.Ltd(601066) Qingyan environment No. 1 strategic placement and China Securities Co.Ltd(601066) Qingyan environment No. 2 strategic placement, and the restricted sale period of the allocated shares is 12 months; The relevant investment related subsidiary of the sponsor (if the offering price exceeds the lower of the median and weighted average of the offline investor’s quotation after excluding the highest quotation and the median and weighted average of the quotation of public funds, social security funds, pensions, enterprise annuity funds and insurance funds after excluding the highest quotation, the relevant subsidiary of the sponsor will participate in the strategic placement of the offering in accordance with relevant regulations) is China Securities Co.Ltd(601066) Investment Co., Ltd, The restricted sale period of its allocated shares is 24 months. The restricted sale period shall be calculated from the date when the shares of this public offering are listed on the Shenzhen Stock Exchange.
After the expiration of the restricted sale period, the reduction of the allocated shares by strategic investors shall be subject to the relevant provisions of the CSRC and the Shenzhen Stock Exchange on share reduction.
2、 Subject qualification of participants in this strategic placement
(I) China Securities Co.Ltd(601066) Qingyan environment No. 1 strategic placement collective asset management plan
1. Basic information
According to China Securities Co.Ltd(601066) Qingyan environment No. 1 strategic placement collective asset management plan asset management contract (hereinafter referred to as “No. 1 asset management contract”), asset management plan filing letter and other materials, and through the website of China Securities Investment Fund Association (www.amac. Org. CN.) After inquiry, the basic information of China Securities Co.Ltd(601066) Qingyan environment No. 1 strategic placement is as follows:
Product name China Securities Co.Ltd(601066) Qingyan environment No. 1 strategic placement collective asset management plan
Product Code: svj067
Name of manager China Securities Co.Ltd(601066)
Name of custodian Bank Of Hangzhou Co.Ltd(600926)
Filing date: March 23, 2022
Date of establishment: March 21, 2022
Maturity date: March 21, 2027
Investment type equity
The senior management and core employees of the issuer participated in the strategic placement through the special asset management plan established, which has been deliberated and approved at the 14th meeting of the first board of directors of the company; The name, position, subscription amount and proportion of participants in the special asset management plan are as follows:
Whether it is the subscription amount of senior management. The proportion of the position personnel / core employees of the unit holding the serial number name of the asset management plan (10000 yuan) (%)
1. Deputy general manager and senior management of danlimin issuer Qingyan Environmental Technology Co., Ltd. 150.00 8.40% Secretary of the board of directors of Co., Ltd
2. Zheng Xin, the issuer, director and senior financial officer of Qingyan environmental technology 208.00, director of 11.65% Co., Ltd
3. Zhang Qidian, the issuer, supervisor of Qingyan environmental science and Technology Co., Ltd., technical core employee 130.00, and director of Department of 7.28% Co., Ltd
4 Zhang Weizhao, the issuer’s core sales employee of Qingyan environmental technology marketing department, 230.00, director of 12.88% Co., Ltd
5 Shihang issuer Qingyan environmental technology general manager assistant core staff 130.00 7.28% Co., Ltd
Whether it is the subscription amount of senior management. The proportion of the position personnel / core employees of the unit holding the serial number name of the asset management plan (10000 yuan) (%)
6. Shi xuchuan issuer: core staff of the second Institute of Qingyan environmental science and Technology Research Institute 218.00, director of 12.21% Co., Ltd
Issuer: Vice President of Qingyan environmental science and Technology Research Institute
130.00% of the company’s core employees
8. However, the core sales staff of Qingyan environmental technology marketing department of Jinfeng issuer is 130.00, and the manager of 7.28% Co., Ltd
9 li hua, the issuer, director of Qingyan environmental science and technology equipment department, core staff 200.00 11.20% Co., Ltd
10 ran Haibo, the issuer’s core sales staff of Qingyan environmental technology marketing department, 130.00, 7.28% manager of Co., Ltd
11 Wu Bingqi, the issuer’s supervisor of Qingyan environmental science and technology, comprehensive core staff 130.00, manager of 7.28% Co., Ltd
Total – 178600 100.00%
The difference between the subscription scale of the trustee and the amount of the necessary allocation fee of the participant in the environmental management plan is not in line with the requirements of the laws and regulations on the allocation fee of
Note 2: the final number of subscribed shares will be confirmed after the issue price is determined.
2. Actual dominant subject
According to the No. 1 asset management contract, the manager independently manages and uses the assets of the collective plan in accordance with the asset management contract, signs the investment documents of the collective plan with other third parties on behalf of the collective plan in the name of the manager, and exercises the rights arising from the investment of the assets of the asset management plan in accordance with the relevant provisions and the asset management contract. Therefore, China Securities Co.Ltd(601066) securities, the manager of China Securities Co.Ltd(601066) Qingyan environment No. 1 strategic placement, is the actual dominant subject of the asset management plan.
3. Strategic placement qualification
According to Article 18 of the special provisions, “the senior managers and core employees of the issuer may participate in the strategic placement of this offering by establishing an asset management plan. The number of securities allocated to the above-mentioned asset management plan shall not exceed 10% of the number of securities issued to the public, and shall promise to hold the placement Securities for no less than 12 months from the date of listing of the securities issued to the public.”
China Securities Co.Ltd(601066) Qingyan environment No. 1 strategic placement was established for the purpose of this strategic placement. The board of directors of the issuer has considered and approved that the senior managers and core employees of the issuer participate in this strategic placement through the establishment of a special asset management plan China Securities Co.Ltd(601066) the share holders of Qingyan environment No. 1 strategic placement are senior managers or core employees of the issuer and its subsidiaries, and have signed labor contracts with the issuer or its subsidiaries, so they are qualified for this strategic placement.
4. Sources of funds involved in strategic placement
According to the commitment letter issued by the consignor of China Securities Co.Ltd(601066) Qingyan environment No. 1 strategic placement, the subscription funds used by the senior management and core employees of the issuer to participate in the strategic placement of this issuance are their own funds.
5. Lock in period
After verification, the manager of China Securities Co.Ltd(601066) Qingyan environment No. 1 strategic placement has issued a commitment: “the issuer’s shares allocated in the asset management plan for this strategic placement will not be transferred, entrusted to others for management or repurchased by the issuer within 12 months from the date of the issuer’s initial public offering and listing.”
(II) China Securities Co.Ltd(601066) Qingyan environment No. 2 strategic placement collective asset management plan
1. Basic information
According to China Securities Co.Ltd(601066) Qingyan environment No. 2 strategic placement collective asset management plan asset management contract (hereinafter referred to as “No. 2 asset management contract”), asset management plan filing letter and other materials, and through the website of China Securities Investment Fund Association (www.amac. Org. CN.) After inquiry, the basic information of China Securities Co.Ltd(601066) Qingyan environment No. 2 strategic placement is as follows:
Product name China Securities Co.Ltd(601066) Qingyan environment No. 2 strategic placement collective asset management plan
Product Code: svj068
Name of manager China Securities Co.Ltd(601066)
Name of custodian Bank Of Hangzhou Co.Ltd(600926)
Filing date
