Securities abbreviation: Luyang Energy-Saving Materials Co.Ltd(002088) securities code: Luyang Energy-Saving Materials Co.Ltd(002088) Luyang Energy-Saving Materials Co.Ltd(002088)
Tender offer report
Name of listed company: Luyang Energy-Saving Materials Co.Ltd(002088)
Listing place: Shenzhen Stock Exchange
Stock abbreviation: Luyang Energy-Saving Materials Co.Ltd(002088)
Stock Code: Luyang Energy-Saving Materials Co.Ltd(002088)
Purchaser: qinai United fiber Asia Pacific Holdings Co., Ltd
Address: 10 / F, Yuehai investment building, 148 Connaught Road Central, Hong Kong
Acquirer financial advisor
Date of signature: May 2022
hot tip
The words or abbreviations mentioned in this part have the same meanings as those defined in the "interpretation" part of this report.
1. The purchaser of this tender offer is qinai Asia Pacific. As of the signing date of this report, the purchaser holds Luyang Energy-Saving Materials Co.Ltd(002088) 142493022 shares, accounting for about 28.14% of Luyang Energy-Saving Materials Co.Ltd(002088) total share capital. The acquirer intends to increase the proportion of shares held in Luyang Energy-Saving Materials Co.Ltd(002088) through this tender offer, further consolidate the acquirer's control over Luyang Energy-Saving Materials Co.Ltd(002088) and enhance the stability of Luyang Energy-Saving Materials Co.Ltd(002088) equity structure.
This tender offer is an active tender offer and does not fulfill the legal tender offer obligation. 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. This tender offer is part of the tender offer issued by the purchaser to all shareholders of Luyang Energy-Saving Materials Co.Ltd(002088) except the purchaser. The tender offer price is 21.73 yuan / share, and the number of shares to be purchased by tender offer is 125863248 shares (accounting for 24.86% of Luyang Energy-Saving Materials Co.Ltd(002088) total share capital).
In addition, if the number of pre accepted offer shares is less than 115736597 shares (accounting for 22.86% of the total share capital of Luyang Energy-Saving Materials Co.Ltd(002088) and 51.00% of the total share capital of Luyang Energy-Saving Materials Co.Ltd(002088) currently held by the acquirer), the tender offer will not take effect from the beginning, and all pre accepted shares will not be accepted by the acquirer. The tender offer is uncertain, and investors are reminded of the risk that the tender offer will not take effect.
3. 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.
4. If the tender offer is successfully completed, the acquirer will further support and promote the growth and business development of Luyang Energy-Saving Materials Co.Ltd(002088) with its own business experience and resource advantages. The acquirer and the main shareholder of Luyang Energy-Saving Materials Co.Ltd(002088) Nanma assets signed the memorandum of strategic cooperation on April 27, 2022. According to the memorandum, Nanma assets will support qinai Asia Pacific's further investment in Luyang Energy-Saving Materials Co.Ltd(002088) including increasing its shareholding in Luyang Energy-Saving Materials Co.Ltd(002088) through open market offer, so as to strengthen qinai Asia Pacific's control over Luyang Energy-Saving Materials Co.Ltd(002088) . The two sides will work together to promote the overall development of the new material industry where Luyang Energy-Saving Materials Co.Ltd(002088) is located, and such cooperation will also help Luyang Energy-Saving Materials Co.Ltd(002088) further improve its business structure. For relevant information, please refer to the announcement of Luyang Energy-Saving Materials Co.Ltd(002088) on signing the strategic cooperation memorandum by shareholders announced by Luyang Energy-Saving Materials Co.Ltd(002088) on April 28, 2022.
5. The acquirer and several other shareholders of Luyang Energy-Saving Materials Co.Ltd(002088) signed the 2014 memorandum on April 4, 2014, agreeing on the relevant arrangements for the election of Luyang Energy-Saving Materials Co.Ltd(002088) directors. On April 27, 2022, the acquirer signed the confirmation letter of the memorandum of understanding on certain matters of Shandong Luyang Co., Ltd. with Nanma assets, Lu Chengbin and other relevant shareholders respectively. The signatories agreed to support the tender offer and agreed that if some of the offers were successfully completed, and the total number of shares of the listed company directly or indirectly held by qinai Asia Pacific or its related parties would reach more than 50%, The 2014 memorandum is terminated. At the same time, the purchaser signed the voting rights agreement with the relevant parties and re agreed on the relevant arrangements for the election of Luyang Energy-Saving Materials Co.Ltd(002088) directors. The voting rights agreement will take effect when the 2014 memorandum is terminated. For relevant information, please refer to the announcement of Luyang Energy-Saving Materials Co.Ltd(002088) on the confirmation letter of the memorandum of understanding on certain matters of Shandong Luyang Co., Ltd. signed by the shareholders and the announcement of Luyang Energy-Saving Materials Co.Ltd(002088) on the agreement on voting rights signed by the controlling shareholders announced by Luyang Energy-Saving Materials Co.Ltd(002088) on April 28, 2022.
6. After the tender offer is completed, the relevant parties shall perform the obligation of information submission to the competent department of Commerce on the information related to foreign investment in accordance with the provisions of the foreign investment law and other relevant laws, regulations and normative documents.
Main contents of this tender offer
1、 Basic information of listed companies
Name of listed company Luyang Energy-Saving Materials Co.Ltd(002088)
Place of stock listing: Shenzhen Stock Exchange
Stock abbreviation Luyang Energy-Saving Materials Co.Ltd(002088)
Stock code Luyang Energy-Saving Materials Co.Ltd(002088)
As of December 31, 2021, Luyang Energy-Saving Materials Co.Ltd(002088) share capital structure is as follows:
Class of shares number of shares (shares) share proportion
Shares with limited sales conditions 5731199011.32%
Shares with unlimited sales conditions 44902059688.68%
Total 506332586100.00%
2、 Name, domicile and mailing address 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, Hong Kong
Mailing address: 10 / F, Yuehai investment building, 148 Connaught Road Central, Hong Kong
3、 Decision of the purchaser on this tender offer
On April 26, 2022, the board of directors of the acquirer unanimously approved this tender offer through a written resolution.
4、 Purpose of tender offer
The acquirer intends to increase the proportion of shares held in Luyang Energy-Saving Materials Co.Ltd(002088) through this tender offer, further consolidate the acquirer's control over Luyang Energy-Saving Materials Co.Ltd(002088) and enhance the stability of Luyang Energy-Saving Materials Co.Ltd(002088) equity structure. If the tender offer is successfully completed, the acquirer will further support and promote the growth and business development of Luyang Energy-Saving Materials Co.Ltd(002088) with its own business experience and resource advantages.
This tender offer is an active tender offer and does not fulfill the legal tender offer obligation. The purpose of this tender offer is not to terminate Luyang Energy-Saving Materials Co.Ltd(002088) listing status. After the tender offer, the equity distribution of Luyang Energy-Saving Materials Co.Ltd(002088) will still meet the listing conditions stipulated by Shenzhen Stock Exchange.
5、 Description of whether the acquirer intends to continue to increase or dispose of the shares of the listed company in the next 12 months
As of the signing date of this report, except for this tender offer, the acquirer has no arrangement to continue to increase its holding of Luyang Energy-Saving Materials Co.Ltd(002088) shares or dispose of its own equity shares in the next 12 months. If the acquirer intends to continue to increase its holding of Luyang Energy-Saving Materials Co.Ltd(002088) shares in the future, it will strictly abide by the provisions of relevant laws and regulations and normative documents, and timely perform the obligation of notification and relevant information disclosure.
6、 Information on the acquisition of shares by this offer
The scope of this tender offer is the tradable shares with unlimited sale conditions held by all shareholders of Luyang Energy-Saving Materials Co.Ltd(002088) except the purchaser 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 shares in the pre accepted offer fails to reach the minimum number required by the effective conditions of this tender offer, i.e. 115736597 shares, this tender offer will not take effect from the beginning, and all the pre accepted shares will not be accepted by the purchaser. This tender offer is uncertain.
If the number of pre accepted shares exceeds 125863248 shares, the purchaser shall purchase the pre accepted shares in the same proportion. The calculation formula is as follows: the number of shares purchased by the acquirer from each pre offered shareholder = the number of shares pre offered by the shareholder × (125863248 shares ÷ the total number of shares pre offered by all shareholders during the offer period).
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 shares under this tender offer will be transferred together with the rights attached from the date of expiration of the tender offer period.
7、 Offer price and its calculation basis
(I) offer price
The offer price of this tender offer is 21.73 yuan / share.
(II) calculation basis
Within 6 months before the suggestive announcement date (i.e. the summary announcement date), the purchaser does not purchase Luyang Energy-Saving Materials Co.Ltd(002088) shares; In the 30 trading days before the prompt announcement date, the arithmetic mean value of the daily weighted average price of Luyang Energy-Saving Materials Co.Ltd(002088) stock (keep two decimal places and round up) is 15.50 yuan / share. The offer price of this tender offer is 21.73 yuan / share, which complies with the relevant provisions of Article 35 of the measures for the administration of acquisition. If Luyang Energy-Saving Materials Co.Ltd(002088) during the period from the suggestive announcement date to the expiration date of the offer term, there are ex right and ex interest matters such as dividend distribution, share distribution, conversion of capital reserve into share capital, etc., the offer price, the number of shares purchased by offer and the minimum number of shares required by the effective conditions of the offer will be adjusted accordingly.
8、 Information about the tender offer funds
Based on the offer price of 21.73 yuan / share and the number of 125863248 shares to be purchased, the maximum total capital required for this tender offer is 273500837904 yuan. The purchaser promises to have the performance ability required by the tender offer and has made stable arrangements for the funds required to perform the tender offer obligations.
The acquirer has deposited 550000000000 yuan (no less than 20% of the maximum amount of funds required for the acquisition by offer) into the designated account of zhongdeng Shenzhen as the performance bond for the acquisition by offer in accordance with the requirements of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - Business handling and the guidelines for the acquisition by offer of listed companies of China Securities Depository and Clearing Co., Ltd. Shenzhen Branch. In addition, for this transaction, CCG fund, which indirectly controls ASP Unifrax, has issued an equity contribution commitment letter to the acquirer and agreed to provide the acquirer with the funds required to complete the tender offer.
All the acquisition funds used by the acquirer for this tender offer come from its own funds and self raised funds, and there is no direct or indirect source of funds from Luyang Energy-Saving Materials Co.Ltd(002088) and other Luyang Energy-Saving Materials Co.Ltd(002088) related parties except the acquirer and its related parties. There is no capital obtained through asset replacement or other transactions with Luyang Energy-Saving Materials Co.Ltd(002088) and there is no case of using the shares acquired by this tender offer to pledge to banks and other financial institutions for financing, The source of funds is legal and compliant. Upon the expiration of the term of tender offer, the purchaser will confirm the acquisition result according to the number of shares in advance of the offer temporarily kept by zhongdeng Shenzhen, and perform the acquisition offer according to the conditions of the offer.
9、 Term of tender offer
The term of this tender offer is 30 natural days, i.e. from May 24, 2022 to June 22, 2022. Within the last three trading days before the expiration of the term of this tender offer, the pre accepted shareholders shall not withdraw their acceptance of the offer.
During the term of tender offer, investors can visit the website of Shenzhen Stock Exchange（ http://www.szse.cn. ）Query the number of pre accepted offer shares and the number of withdrawn pre accepted offer shares as of the previous trading day. 10、 Financial consultants and law firms employed by the acquirer
(I) financial advisor of the purchaser
Name: Morgan Stanley Securities (China) Co., Ltd
Address: room 75t30, 75 / F, Shanghai global financial center, No. 100 Century Avenue, China (Shanghai) pilot Free Trade Zone
Contacts: Guo Yukang, Chen shanzhe, Wang Zhaoyang, Xiang Ziyuan, Cheng menxue, Yang Yuxin, Zhang Jie
Tel: 02120336000
Fax 02120336040
(II) legal counsel of the purchaser
Name: Shanghai Tongli law firm
Address: 19th floor, Times financial center, No. 68, Yincheng Middle Road, Shanghai, China
Contact: she Ming, Zhang Zhengyi
Tel: 02131358770
Fax 02131358600
11、 Signing of tender offer report
