Qingyan environment: announcement of IPO and listing on GEM

Qingyan Environmental Technology Co., Ltd

Initial public offering and listing on GEM

Listing announcement

Sponsor (lead underwriter): China Securities Co.Ltd(601066)

hot tip

According to the industry classification guidelines of listed companies (revised in 2012) issued by China Securities Regulatory Commission (hereinafter referred to as “CSRC”), the industry of Qingyan environment is special equipment manufacturing (C35). On April 6, 2022 (T-4), the average static P / E ratio of special equipment manufacturing industry (C35) released by China Securities Index Co., Ltd. in the latest month was 35.03 times. The diluted P / E ratio of the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses in 2020 corresponding to the issuance price of 19.09 yuan / share is 33.49 times, which is lower than the average static P / E ratio of the issuer’s industry in the latest month issued by China Securities Index Co., Ltd; It is 18.64 times higher than the average static P / E ratio of the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses of comparable companies in the same industry in 2020, with an excess range of 79.67%.

The issuer and the recommendation institution (lead underwriter) remind investors to 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, avoid blind speculation, carefully study and judge the rationality of the issue pricing, and make rational investment decisions.

Qingyan Environment Technology Co., Ltd. (hereinafter referred to as “Qingyan environment”, “issuer” or “company”) in accordance with the measures for the administration of securities issuance and underwriting (CSRC order [No. 144]) (hereinafter referred to as the “administrative measures”) and the measures for the administration of the registration of initial public offerings on the gem (Trial) (CSRC order [No. 167]) 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”), detailed rules for the implementation of the issuance and underwriting business of initial public offerings on the gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919) (hereinafter referred to as the “detailed rules for the implementation of business”) Detailed rules for the implementation of online issuance of initial public offerings in Shenzhen market (SZS [2018] No. 279) (hereinafter referred to as “detailed rules for the implementation of online issuance”), detailed rules for the implementation of offline issuance of initial public offerings in Shenzhen market (revised in 2020) (SZS [2020] No. 483) (hereinafter referred to as “detailed rules for the implementation of offline issuance”) The code for underwriting of initial public offerings under the registration system (Zhong Zheng Xie Fa [2021] No. 213), the rules for the administration of offline investors in initial public offerings under the registration system (Zhong Zheng Xie Fa [2021] No. 212) (hereinafter referred to as the “rules for the administration of offline investors under the registration system”) The detailed rules for placement of initial public offering shares (zxsf [2018] No. 142) and the relevant provisions of Shenzhen Stock Exchange (hereinafter referred to as “Shenzhen Stock Exchange”) on stock issuance and listing rules and the latest operation guidelines shall organize the implementation of initial public offering shares and listing on GEM.

China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) securities”, “sponsor (lead underwriter)” or “lead underwriter”) serves as the sponsor (lead underwriter) of this offering.

This offline issuance is conducted through the offline issuance electronic platform of Shenzhen Stock Exchange (hereinafter referred to as the “offline issuance electronic platform”). Offline investors are requested to carefully read this announcement and the detailed rules for the implementation of offline issuance and other relevant provisions. The online issuance is carried out through the trading system of Shenzhen Stock Exchange by means of subscription and pricing according to market value. Online investors are requested to carefully read this announcement and the implementation rules for online issuance issued by Shenzhen Stock Exchange.

This offering is applicable to the special provisions on the issuance and underwriting of initial public offerings on the gem (CSRC announcement [2021] No. 21) issued by the CSRC on September 18, 2021, and the practical implementation rules for the issuance and underwriting of initial public offerings on the gem of Shenzhen Stock Exchange (revised in 2021) (SZS [2021] No. 919) issued by the Shenzhen Stock Exchange The China Securities Association issued the code for underwriting initial public offerings under the registration system (Zhong Zheng Xie Fa [2021] No. 213) and the management rules for offline investors of initial public offerings under the registration system (Zhong Zheng Xie Fa [2021] No. 212). Investors are invited to pay attention to the changes of relevant regulations, pay attention to investment risks, carefully study and judge the rationality of issuance pricing and make investment decisions rationally.

Investors are kindly requested to pay attention to the pricing of this offering, the issuing process, online and offline subscription and payment, the setting of sales restriction period and the disposal of stock abandonment. The specific contents are as follows:

1. This offering is conducted by a combination of directional placement to strategic investors (hereinafter referred to as “strategic placement”), offline inquiry placement to qualified offline investors (hereinafter referred to as “offline issuance”) and online pricing issuance to social public investors holding non restricted A-share shares and non restricted depositary receipts market value in Shenzhen market (hereinafter referred to as “online issuance”).

The strategic placement of this offering shall be organized and implemented by the sponsor (lead underwriter); The initial inquiry and offline issuance shall be organized and implemented by the sponsor (lead underwriter) through the offline issuance electronic platform; Online issuance is carried out through the trading system of Shenzhen Stock Exchange.

2. After the preliminary inquiry, the issuer and the sponsor (lead underwriter) will, in accordance with the exclusion rules stipulated in the announcement on preliminary inquiry and promotion of initial public offering of shares by Qingyan Environmental Technology Co., Ltd. and listing on the gem (hereinafter referred to as the “announcement on preliminary inquiry and promotion”), after excluding the preliminary inquiry results that do not meet the requirements, set the proposed subscription price as 27.60 yuan / share, And all placing objects whose subscription amount is less than 8 million shares (excluding 8 million shares) are eliminated; The proposed subscription price is 27.60 yuan / share, the number of subscription is equal to 8 million shares, and the subscription time is 14:48:14:363 on April 6, 2022. According to the order of placement objects automatically generated by the offline issuance electronic platform of Shenzhen Stock Exchange, 69 placement objects are removed from the back to the front.

A total of 76 placing objects were excluded in the above process, and the total number of shares to be purchased was 591.4 million, accounting for 1.0064% of the total number of 587594 million shares to be purchased after excluding invalid quotations in this preliminary inquiry. The excluded part shall not participate in offline and online subscription. See the part marked “high price rejection” in the “attached table: preliminary inquiry and quotation” for the specific rejection.

3. According to the preliminary inquiry results, the issuer and the recommendation institution (lead underwriter) comprehensively consider the effective subscription multiple, the fundamentals of the issuer, the number of shares in this public offering, the industry of the issuer, the market situation, the valuation level of comparable listed companies in the same industry, the demand for raised funds and the underwriting risk, and negotiate to determine that the offering price is 19.09 yuan / share, and the offline offering will not conduct cumulative bidding inquiry.

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), in which the offline subscription time is 9:30-15:00, and the online subscription time is 9:15-11:30 and 13:00-15:00.

4. Strategic placement:

The issue price determined through negotiation between the issuer and the recommendation institution (lead underwriter) is 19.09 yuan / share, which does not exceed the median and weighted average of offline investors’ quotation after excluding the highest quotation, as well as the Securities Investment Fund (hereinafter referred to as “public fund”) and the National Social Security Fund (hereinafter referred to as “social security fund”) established through public offering after excluding the highest quotation The lower of the median quotation and the weighted average (hereinafter referred to as the “four values”) of the basic endowment insurance fund (hereinafter referred to as the “pension”), the enterprise annuity fund established in accordance with the measures for the administration of enterprise annuity fund (hereinafter referred to as the “enterprise annuity fund”) and the insurance fund (hereinafter referred to as the “insurance fund”) in accordance with the measures for the administration of the use of insurance funds, is 190962 yuan / share. According to item (IV) of Article 39 of the business implementation rules, the relevant subsidiaries of the recommendation institution are not required to participate in this strategic placement.

The initial strategic placement quantity of this issuance is 4051500 shares, accounting for 15.00% of this issuance quantity. The final price of the issuer’s core assets is determined by the senior managers according to the strategic allocation plan. All subscription funds of strategic investors have been remitted to the bank account designated by the sponsor (lead underwriter) within the specified time.

The special asset management plan for senior managers and core employees of the issuer is 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″), and CSC Qingyan environment No. 2 strategic placement collective asset management plan (hereinafter referred to as ” China Securities Co.Ltd(601066) Qingyan environment No. 2″). According to the finalized price, China Securities Co.Ltd(601066) Qingyan environment No. 1 final strategic placement shares are 935463 shares, accounting for about 3.46% of the shares issued this time, and China Securities Co.Ltd(601066) Qingyan environment No. 2 final strategic placement shares are 1259717 shares, accounting for about 4.66% of the shares issued this time. The total number of final strategic placement shares in the special asset management plan for senior managers and core employees of the issuer is 2195180 shares, accounting for about 8.13% of the number of shares issued this time. If there is a mantissa difference, it is caused by rounding.

The initial strategic placement quantity of this issuance is 4051500 shares, accounting for 15.00% of this issuance quantity. The final strategic placement of this issuance is 2195180 shares, accounting for about 8.13% of this issuance. The difference between the initial strategic placement and the final strategic placement is 1856320 shares, which will be transferred back to offline issuance.

5. Restricted period arrangement: among the stocks issued this time, the stocks issued online have no circulation restrictions and restricted period arrangement, and can be circulated from the date of listing of the stocks issued this time on the Shenzhen Stock Exchange.

The offline issuance part adopts the proportional sales restriction method, and the offline investors shall promise that the sales restriction period of 10% (rounded up) of the number of shares allocated to them is 6 months from the date of the issuer’s initial public offering and listing. That is, among the shares allocated to each placing object, 90% of the shares are sold indefinitely and can be circulated from the date when the issued shares are listed and traded on the Shenzhen Stock Exchange; The sales restriction period of 10% of the shares is 6 months, and the sales restriction period starts from the date when the issued shares are listed and traded on the Shenzhen Stock Exchange. When offline investors participate in the preliminary inquiry and quotation and offline purchase, they do not need to fill in the arrangement of the restricted sale period for the placing objects under their management. Once the quotation is made, it is deemed to accept the arrangement of the online restricted sale period disclosed in this announcement.

In terms of strategic placement, the senior managers and core employees of the issuer participated in the special asset management plan established by this strategic placement, and the restricted period of shares allocated is 12 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.

6. Online investors shall independently express their purchase intention and shall not fully entrust securities companies to purchase new shares on their behalf.

7. After the completion of online and offline subscription, the issuer and the sponsor (lead underwriter) will decide whether to start the callback mechanism on April 12, 2022 (t day) according to the online subscription, so as to adjust the scale of offline and online issuance. The launch of the callback mechanism will be determined according to the initial effective subscription multiple of online investors.

8. Offline investors shall, in accordance with the announcement on offline preliminary placement results of initial public offering of shares by Qingyan Environmental Technology Co., Ltd. and listing on GEM (hereinafter referred to as “announcement on offline preliminary placement results”)

Report “), and pay the subscription funds for new shares in full and on time according to the final issue price and the preliminary placement quantity before 16:00 on April 14 (T + 2), 2022.

The subscription funds shall be paid in full within the specified time. If the subscription funds are not paid in full within the specified time or as required, all the new shares allocated to the placing object shall be invalid. If the above-mentioned circumstances occur when multiple new shares are issued on the same day, all the placing objects are invalid. If different placing objects share bank accounts, if the subscription funds are insufficient, all the new shares allocated to the placing objects sharing bank accounts will be invalid. Offline investors are allocated multiple new shares on the same day. Please pay for each new share separately.

After winning the subscription of new shares, online investors shall fulfill the obligation of capital settlement in accordance with the announcement on the results of online lottery of Qingyan Environmental Technology Co., Ltd. in its initial public offering and listing on the gem (hereinafter referred to as the announcement on the results of online lottery), so as to ensure that their capital account will have sufficient subscription funds for new shares on April 14 (T + 2) 2022, and the insufficient part shall be deemed to have abandoned the subscription, The resulting consequences and relevant legal liabilities shall be borne by the investors themselves. The transfer of investors’ funds shall comply with the relevant provisions of the securities company where the investors are located.

The shares abandoned by offline and online investors shall be underwritten by the sponsor (lead underwriter).

9. After disclosing the reasons for the suspension of the total number of shares issued by the online sponsor and the underwriter (after deducting 70% of the reasons for the suspension of the online placement of shares by the online sponsor and the underwriter), the number of shares issued by the online sponsor and the underwriter will be suspended.

10. If an offline investor who provides a valid quotation fails to participate in the offline subscription or fails to subscribe in full or obtains the preliminary placement, and fails to pay the subscription funds in full and on time according to the finally determined issuance price and allocated quantity, it will be deemed as a breach of contract and shall bear the liability for breach of contract. The recommendation institution (lead underwriter) shall report the breach of contract to the China Securities Association for the record. The number of violations of placing objects in various sectors of the stock market of Beijing stock exchange (hereinafter referred to as “Beijing stock exchange”), Shanghai Stock Exchange (hereinafter referred to as “Shanghai Stock Exchange”) and Shenzhen Stock Exchange shall be calculated together. During the period of being included in the restricted list, the relevant placing objects shall not participate in the offline inquiry and subscription of relevant projects in all sectors of the stock market of Beijing stock exchange, Shanghai Stock Exchange and Shenzhen Stock Exchange.

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.

11. Issuer and insurer

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