Environmental Research Co., Ltd
Initial public offering and listing on GEM
Announcement of preliminary placement results of offline issuance
Sponsor (lead underwriter): China Securities Co.Ltd(601066)
hot tip
The application of Qingyan Environment Technology Co., Ltd. (hereinafter referred to as “Qingyan environment” or “issuer”) for the initial public offering of 27.01 million RMB common shares (A shares) (hereinafter referred to as “this offering”) has been examined and approved by the members of the GEM Listing Committee of Shenzhen Stock exchange (hereinafter referred to as “Shenzhen Stock Exchange”), and has been approved for registration by the China Securities Regulatory Commission (CSRC license [2022] No. 543).
This offering is conducted through the combination of directional placement to strategic investors (hereinafter referred to as “strategic placement”), offline inquiry placement to qualified investors (hereinafter referred to as “offline issuance”) and online pricing issuance to social public investors holding the market value of non restricted A-Shares and non restricted depositary receipts in Shenzhen market (hereinafter referred to as “online issuance”).
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.
The issuer negotiated with the sponsor (lead underwriter) to determine the number of shares to be issued this time is 27.01 million shares, and the issue price is 19.09 yuan / share. The issuing price of this offering shall not exceed the median and weighted average of the quotations of offline investors after excluding the highest quotation, as well as the Securities Investment Fund (hereinafter referred to as “public fund”), the National Social Security Fund (hereinafter referred to as “social security fund”), the basic old-age insurance fund (hereinafter referred to as “pension”) established through public offering after excluding the highest quotation The enterprise annuity fund (hereinafter referred to as “enterprise annuity fund”) established in accordance with the measures for the administration of enterprise annuity fund and the insurance fund (hereinafter referred to as “insurance fund”) in accordance with the measures for the administration of the use of insurance funds, whichever is lower, so the relevant subsidiaries of the sponsor need not participate in the follow-up investment.
The strategic placement object of this issuance is the special asset management plan for the issuer’s senior managers and core employees. The initial strategic placement of this issuance was 4051500 shares, accounting for 15.00% of the issuance. According to the final issue price, the number of shares in the final strategic placement of 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. The difference between the initial strategic placement and the final strategic placement of 1856320 shares will be transferred back to offline issuance.
After the callback of strategic placement and before the launch of online and offline callback mechanism, the number of offline issuance was 17927320 shares, accounting for 72.24% of the number issued after deducting the number of strategic placement; The number of shares issued online was 6.8875 million, accounting for 27.76% of the number issued after deducting the number of strategic placements. According to the callback mechanism announced in the announcement of Qingyan Environmental Technology Co., Ltd. on initial public offering and listing on the gem (hereinafter referred to as the “issuance announcement”), since the initial effective subscription multiple on the Internet is 891903927 times, higher than 100 times, the issuer and the sponsor (lead underwriter) decided to start the callback mechanism, After deducting the final strategic placement amount, 20.00% of the number of shares in this public offering (rounded up to an integral multiple of 500 shares, i.e. 4.963 million shares) will be transferred back from offline to online. After the callback mechanism was launched, the final number of offline shares issued was 12964320, accounting for 52.24% of the total issued after deducting the final strategic placement; The final online issuance was 118505 million shares, accounting for 47.76% of the total issuance after deducting the final strategic placement. After the callback mechanism was launched, the final winning rate of online issuance was 00192910997%, and the effective subscription multiple was 518373765 times.
Please pay attention to the payment link of this offering and fulfill the payment obligation in time on April 14, 2022 (T + 2). The details are as follows:
1. According to the announcement of initial public offering of shares by Qingyan Environmental Technology Co., Ltd. and initial placement results of offline issuance listed on GEM, offline investors shall timely and fully pay the subscription funds for new shares according to the finally determined issuance price and allocated 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.
The shares that offline and online investors give up to subscribe for are underwritten by the sponsor (lead underwriter).
2. Among the stocks issued this time, the stocks issued online have no circulation restrictions and limited sales period arrangements, and can be circulated from the date when the stocks issued this time are listed 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. 90% of the shares of the stock allotted to the stock exchange can be circulated indefinitely from the date of issuance of the shares on the 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 participate in the special asset management plan established by the strategic placement, and the restricted period of shares allocated is 12 months, which shall be calculated from the date of listing of the shares publicly issued on the Shenzhen Stock Exchange.
3. When the total number of shares paid and subscribed by offline and online investors is less than 70% of the number of public offerings after deducting the final strategic placement, the issuer and the sponsor (lead underwriter) will suspend the issuance of new shares and disclose the reasons for the suspension and subsequent arrangements.
4. 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.
5. Once this announcement is published, it shall be deemed to have served the notice of allocated payment to the offline investors participating in the offline subscription.
1、 Final result of strategic placement
(I) participants
The issuing price of this offering does not exceed 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. Therefore, relevant subsidiaries of the recommendation institution do not need to participate in follow-up investment. According to the final issuance price, the final number of strategic placement shares of the special asset management plan for senior management and core employees of the issuer is 2195180 shares, accounting for about 8.13% of the number of shares issued this time, and the final number of strategic placement shares is 2195180 shares, accounting for about 8.13% of the number of shares issued this time. The difference between the initial strategic placement and the final strategic placement of 1856320 shares will be transferred back to offline issuance.
As of the date of this announcement, the special asset management plan of the senior management and core employees of the issuer has signed a placement agreement with the issuer. See the special verification report of China Securities Co.Ltd(601066) on the initial public offering of strategic investors of Qingyan Environmental Technology Co., Ltd. and the report of Beijing Jingtian Gongcheng law firm on the initial public offering of RMB common shares (A shares) of Qingyan Environmental Technology Co., Ltd. announced on April 11, 2022 (t-1) Legal opinion on verification matters of strategic investors whose shares are listed on the gem.
(II) matching results
As of April 6, 2022 (T-4), strategic investors have paid their subscription funds in full and on time. According to the relevant agreements in the strategic placement agreement signed by the issuer, the sponsor (lead underwriter) and the strategic investors, the strategic placement results of this issuance are determined as follows:
Serial no. Name of strategic investor allocated quantity allocated amount restricted sales period (shares) (yuan) (month)
1 China Securities Co.Ltd(601066) Qingyan environment War 19354631785798867 12
Brief placement of collective asset management plan
2 China Securities Co.Ltd(601066) Qingyan environment War 212597172404799753 12
Brief placement of collective asset management plan
Total 21951804190598620-
Note 1: the restricted sale period shall be calculated from the date when the shares of this public offering are listed on the Shenzhen Stock Exchange; Note 2: the recommendation institution (lead underwriter) will return the excess payment part according to the original payment path of strategic investors before April 18, 2022 (T + 4).
(III) reversal of strategic placement shares
The initial strategic placement of this issuance was 4051500 shares, accounting for 15.00% of the issuance. According to the final issue price, the final strategic placement number of this issue is 2195180 shares, accounting for about 8.13% of this issue. The difference between the initial strategic placement and the final strategic placement of 1856320 shares will be transferred back to offline issuance.
(IV) arrangement of restricted sales period
The senior management and core employees of the issuer participated in the special asset management plan established by the strategic placement and promised that the restricted sale period of the allocated shares was 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. 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、 Offline issuance and subscription and preliminary placement results
(I) offline issuance and subscription
According to the measures for the administration of securities issuance and underwriting (CSRC order [No. 144]), special provisions on the issuance and underwriting of Securities for initial public offerings on the gem (CSRC announcement [2021] No. 21) and Shenzhen Stock Exchange
Detailed rules for the issuance and underwriting of initial public offerings on the gem of the stock exchange (revised in 2021) (SZS [2021] No. 919), detailed rules for the implementation of offline issuance of initial public offerings on the Shenzhen market (revised in 2020) (SZS [2020] No. 483), specifications for the underwriting of initial public offerings under the registration system (czxf [2021] No. 213) The sponsor (lead underwriter) has verified and confirmed the qualification of investors participating in offline subscription in accordance with the relevant provisions such as the detailed rules for the administration of offline investors in initial public offering of shares (zzxf [2018] No. 142) and the rules for the administration of offline investors in initial public offering of shares under the registration system (zzxf [2021] No. 212). According to the effective subscription results finally received by the offline issuance electronic platform of Shenzhen Stock Exchange, the sponsor (lead underwriter) makes the following statistics:
The offline subscription of this offering has been completed on April 12, 2022 (t day). After verification and confirmation, among all effective quotation investors and their managed placing objects, 5137 effective quotation placing objects managed by 239 offline investors have made offline subscription in accordance with the requirements of the issuance announcement, and the effective subscription quantity is 38640300000 shares.
(II) preliminary offline placement results
According to the principle and calculation method of offline placement published in the announcement of initial public offering and listing on gem of Qingyan Environmental Technology Co., Ltd. (hereinafter referred to as “announcement of preliminary inquiry and promotion”), the issuer and the sponsor (lead underwriter) have made a preliminary placement of offline issued shares. The effective subscription and preliminary placement results of various offline investors are shown in the table below:
The number of valid subscription shares of the type of placement object accounts for the proportion of the total number of valid initial placement shares to the number of purchases (shares) of various types of investors (10000 shares) finally issued offline, and the proportion of placement
Class a investors 163050042.20% 920518571.00% 005645621%
Class B investors 189500.49% 362890.28% China Merchants Property Operation & Service Co.Ltd(001914) 987%
Class C investors 221458057.31% 372284628.72% 001681062%
Total 3864030100.00% 12964320100.00%-
Note: if the total number is inconsistent with the mantissa of the sum of the sub item values, it is caused by rounding.
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