Securities code: Luyang Energy-Saving Materials Co.Ltd(002088) securities abbreviation: Luyang Energy-Saving Materials Co.Ltd(002088) Announcement No.: 2022023 Luyang Energy-Saving Materials Co.Ltd(002088)
Suggestive announcement on disclosure of tender offer report
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions. Important content tips:
1. This tender offer is a partial tender offer and does not aim to terminate the listing status of the listed company.
2. This tender offer will not lead to the change of the controlling shareholder and actual controller of the listed company.
3. The tender offer price is 21.73 yuan / share, and the number of shares offered is 125863248 shares. If the number of pre accepted shares is less than 115736597, the tender offer will not take effect from the beginning, and all pre accepted shares will not be accepted by qinai Asia Pacific. This tender offer is uncertain.
4. The term of this tender offer is 30 natural days, i.e. from May 24, 2022 to June 22, 2022. 5. The fluctuation of stock price may lead to the failure of tender offer, which draws the attention of investors to the investment risk.
On May 20, 2022, Luyang Energy-Saving Materials Co.Ltd(002088) (hereinafter referred to as the "company", "listed company", " Luyang Energy-Saving Materials Co.Ltd(002088) ") received the Luyang Energy-Saving Materials Co.Ltd(002088) tender offer report (hereinafter referred to as the "tender offer report") and relevant documents sent by qinai United fiber Asia Pacific Holdings Co., Ltd. (hereinafter referred to as "qinai Asia Pacific" and "purchaser"), and now the relevant information is announced as follows:
1、 Basic information of this tender offer
The scope of this tender offer is the tradable shares with unlimited sales conditions held by all shareholders of Luyang Energy-Saving Materials Co.Ltd(002088) except qinai Asia Pacific during the tender offer period. The details are as follows:
Type of shares offer price (yuan / share) number of shares purchased by offer (share) proportion in total share capital
Tradable shares with unlimited conditions 21.7312586324824.86%
Effective conditions of this tender offer: at 15:00 on the last trading day before the expiration of the offer period, the declared number of Luyang Energy-Saving Materials Co.Ltd(002088) shares of pre accepted offer temporarily kept by zhongdeng Shenzhen shall not be less than 115736597 shares. If the number of pre accepted shares fails to reach the minimum number required by the effective conditions of this tender offer, i.e. 115736597 shares, at the expiration of the offer period, this tender offer will not take effect from the beginning, and all pre accepted shares will not be accepted by qinai Asia Pacific. Therefore, this tender offer is uncertain.
If Luyang Energy-Saving Materials Co.Ltd(002088) during the period from the prompt announcement date to the expiration date of the tender offer period, there are ex rights and ex interests matters such as dividend distribution, share distribution, conversion of capital reserve into share capital, etc., the tender offer price, the number of shares to be purchased by tender offer and the minimum number of shares required by the effective conditions of tender offer will be adjusted accordingly.
The term of this tender offer is 30 natural days, i.e. from May 24, 2022 to June 22, 2022.
The purchaser has deposited 550000000000 yuan (no less than 20% of the maximum total capital required for the tender offer) into the designated account of zhongdeng Shenzhen as the performance security for the tender offer.
After the completion of this tender offer, the acquirer holds up to Luyang Energy-Saving Materials Co.Ltd(002088) 268356270 shares (accounting for 53.00% of Luyang Energy-Saving Materials Co.Ltd(002088) total share capital). The purpose of this tender offer is not to terminate the listing status of the listed company. After this tender offer, the equity distribution of the listed company will still meet the listing conditions stipulated by Shenzhen Stock Exchange.
2、 Basic information of the purchaser
Name of purchaser: qinai United fiber Asia Pacific Holding Co., Ltd
Registered address: 10 / F, Yuehai investment building, 148 Connaught Road Central, Sheung Wan, Hong Kong
Authorized share capital: 50000 shares, HK $1 each
Date of establishment: August 26, 2010
Registration file No.: 1497641
Enterprise type limited liability company
Main business: investment holding, trade services and consulting
Tel. + 85231842357
3、 Follow up matters involved
1. Before and after the tender offer, Luyang Energy-Saving Materials Co.Ltd(002088) the controlling shareholder and actual controller have not changed.
2. The acquirer has prepared the report of Luyang Energy-Saving Materials Co.Ltd(002088) tender offer in accordance with the measures for the administration of the acquisition of listed companies and other relevant provisions, and hired financial advisers and legal advisers to issue the financial adviser's report and legal opinion on the tender offer. For details, see the company's http://www.cn.info.com.cn Please pay attention to the relevant announcements disclosed.
3. The company will pay close attention to the progress of the above tender offer and fulfill the obligation of information disclosure in time. The information disclosure media designated by the company are China Securities News, securities times and cninfo (www.cn. Info. Com. CN), The company's information is subject to the announcement published in the above designated media. Please invest rationally and pay attention to risks. It is hereby announced.
Luyang Energy-Saving Materials Co.Ltd(002088) board of directors may 20, 2022
