Shanghai Tongli law firm
On Luyang Energy-Saving Materials Co.Ltd(002088) tender offer report
Legal opinion
To: qinai United fiber Asia Pacific Holding Co., Ltd
Entrusted by qinai United fiber Asia Pacific Holding Co., Ltd. (hereinafter referred to as “the purchaser”), Shanghai Tongli law firm (hereinafter referred to as “the firm”) prepared the report on acquisition by offer of Luyang Energy-Saving Materials Co.Ltd(002088) (hereinafter referred to as “the report”) on May 20, 2022 for the purchaser’s acquisition by offer of shares of Luyang Energy-Saving Materials Co.Ltd(002088) listed company (hereinafter referred to as “the tender offer”), Lawyer she Ming and Lawyer Zhang Zhengyi (hereinafter referred to as “lawyer of the firm”) are appointed as special legal advisers to issue this legal opinion on the matters related to the report in accordance with the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies and other relevant laws and regulations (see the definition).
This legal opinion is hereby issued as follows:
1. In accordance with the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies, the measures for the administration of strategic investment by foreign investors in listed companies, the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), the exchange and its lawyers strictly perform their statutory duties and follow the principles of diligence, responsibility and good faith, Fully check and verify the facts that have occurred or exist before the issuance date of this legal opinion, ensure that the facts identified in this legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities for this.
2. The legal opinions issued by the exchange are based on the understanding of the exchange on relevant laws and regulations. Unless otherwise expressly stated, the relevant laws and regulations relied on in this legal opinion only refer to the laws and regulations published and effective before the date of issuance of this legal opinion. The exchange does not guarantee that any change or interpretation of such laws and regulations after the issuance of this legal opinion will not affect this legal opinion.
1921007/ZYZ/cj/co/D2
3. Before issuing this legal opinion, the bourse has obtained the commitment of the purchaser, that is, it has provided or disclosed to the bourse the true, accurate and complete relevant facts and relevant original written materials, duplicate materials or oral statements necessary for the issuance of this legal opinion, without any omission or concealment; The copy materials or copies provided are completely consistent with the original; The validity of the original has not been revoked by relevant government departments within its validity period, and is held by their respective legal holders on the date of issuance of this legal opinion; The documents provided by the purchaser and the signatures and seals on the documents are true; The signatories of all documents have full civil capacity, and the signing of all documents has been properly and effectively authorized.
4. This legal opinion is only limited to the legal evaluation of the facts that have occurred or exist before the issuance date of this legal opinion, and only expresses legal opinions on the matters related to the report mentioned in this legal opinion, and does not express legal opinions on relevant accounting, audit, asset evaluation or other issues, Nor are they properly qualified to express opinions on matters within the legal jurisdiction of other countries or regions.
5. This legal opinion is only used by the purchaser for the purpose of this tender offer, and shall not be used for any other purpose without the written consent of the exchange.
Based on the above, our legal opinion is as follows:
(text)
For the convenience of expression of this legal opinion, in this legal opinion, unless otherwise specified, the words listed in the left column below have the meanings expressed in the corresponding right column of the words:
1. Laws and regulations: refer to the laws, administrative regulations, administrative rules, relevant provisions of competent regulatory authorities and other laws, regulations, departmental rules and normative documents that have been publicly promulgated, come into force and are currently effective within the territory of the people’s Republic of China. For the purpose of this legal opinion, the “laws and regulations” mentioned in this legal opinion do not include the laws and regulations of Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan.
2. Listed company: refers to Luyang Energy-Saving Materials Co.Ltd(002088) .
3. Purchaser: refers to qinai United fiber Asia Pacific Holding Co., Ltd.
1921007/ZYZ/cj/co/D2 2
4. Controlling shareholder: refers to the American company ASP Unifrax holdings, Inc
5. Actual controller: refers to natural persons of American nationality, Jos é E. Feliciano and behdad eghbali. 6. Qinai group: the subsidiaries and affiliated entities controlled by the accusing shareholders and controlling shareholders include the acquirer.
7. This tender offer means that the acquirer intends to increase its holdings of 125863248 A-share common shares of the listed company by actively initiating some tender offers, with the corresponding proportion of shares of the listed company being 24.86%, and the tender offer price being 21.73 yuan.
8. Report: refers to the report on acquisition by Luyang Energy-Saving Materials Co.Ltd(002088) offer. 9. Related party: refers to the meaning of “related party” specified in Chapter 6 of the stock listing rules of Shenzhen Stock Exchange.
10. CSRC: refers to the China Securities Regulatory Commission.
11. Shenzhen Stock Exchange: refers to Shenzhen Stock Exchange.
12. American lawyer: refers to Kirkland & Ellis, LLP.
13. U.S. investigation report: refers to memo Re public searches issued by U.S. lawyers on May 4, 2022 to investigate the relevant situation of the acquirer and controlling shareholders for this tender offer.
14. U.S. legal opinion: refers to the legal opinion issued by the U.S. lawyer on April 26, 2022.
15. Hong Kong Lawyer: refers to Kenneth Chong law office in Hong Kong. 16. Hong Kong Investigation Report: refers to the background investigation & due diligence report issued by Hong Kong background investigation company refinitiv on April 14, 2022.
1921007/ZYZ/cj/co/D2 3
17. Hong Kong legal opinion: refers to the legal opinion issued by Hong Kong lawyers on April 27, 2022.
18. Zhongdeng Shenzhen: refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
19. RMB: unless otherwise specified, it refers to RMB.
I Basic information and subject qualification of the purchaser
（1） Basic information of the purchaser
1. Basic information of the purchaser
After verification by our lawyers, according to the legal opinion of Hong Kong, the investigation report of Hong Kong and the statement issued by the acquirer, the basic information of the acquirer is as follows:
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 of HK $50000 per share
Date of establishment: August 26, 2010
Registration file No.: 1497641
Enterprise type limited liability company
Main business: investment holding, trade services and consulting
After verification by our lawyers, according to the legal opinion of Hong Kong, the acquirer is a limited liability company established and validly existing in accordance with the laws of the Hong Kong Special Administrative Region.
2. Controlling shareholder and actual controller of the acquirer
After verification by our lawyers, according to the American legal opinion, the American investigation report and the statement issued by the acquirer, the American company ASP Unifrax holdings, Inc. indirectly holds 100% of the equity of the acquirer and is the indirect controlling shareholder of the acquirer; American natural persons Jos é E. Feliciano and behdad eghbali jointly control ASP Unifrax holdings, Inc., 1921007 / zyz / CJ / Co / D2 4 through a series of entities controlled by them
Then control the acquirer and become the actual controller of the acquirer.
（2） Main business conditions of the acquirer
After verification by our lawyers, according to the purchaser’s business registration certificate, Hong Kong Investigation Report and the statement issued by the purchaser, the purchaser is a holding company mainly engaged in investment holding, trade services and consulting business.
（3） Litigation, arbitration and administrative punishment of the purchaser in the last five years
After verification by our lawyers, according to the statement issued by the acquirer, the Hong Kong Investigation Report and the U.S. investigation report, the acquirer has not received administrative and criminal penalties related to the securities market at home and abroad in the past five years, nor has it been involved in major civil litigation or arbitration related to economic disputes.
（4） Litigation, arbitration and administrative punishment of the main responsible personnel of the acquirer in the last five years
After verification by our lawyers, according to the statement issued by the main person in charge of the acquirer, the main person in charge of the acquirer has not received administrative punishment or criminal punishment related to the securities market at home and abroad in the past five years, nor has it been involved in major civil litigation or arbitration related to economic disputes.
（5） Brief information of the acquirer, its controlling shareholders and actual controllers with equity shares in other listed companies at home and abroad or banks, trust companies, securities companies, insurance companies and other financial institutions reaching or exceeding 5% of the issued shares of the company
According to the statement issued by the acquirer, its controlling shareholder and actual controller, the acquirer, its controlling shareholder and actual controller have no interest in other listed companies or banks, trust companies, securities companies, insurance companies and other financial institutions up to or exceeding 5% of the issued shares of the company, except for the relevant information disclosed in the report.
（6） The acquirer is not prohibited from acquiring a listed company as stipulated in the measures for the administration of the acquisition of listed companies
After verification by lawyers of the exchange, according to the statement issued by the acquirer, the Hong Kong Investigation Report and the U.S. investigation report, as of the date of issuance of this legal opinion, the acquirer does not have the following circumstances under which it is not allowed to acquire a listed company as stipulated in Article 6 of the measures for the administration of the acquisition of listed companies:
1. Bear a large amount of debt, which is not paid off when due, and
