Jin Yu Che Cheng (000803): The Offer Has Not Been Received.

About Fuzhou North control Yu Yang equity investment partnership (limited partnership) (hereinafter referred to as "North control Yuyang") offer to buy Jinyu Che Cheng (000803) to all shareholders report has not been considered by the board of directors, recently attracted market attention.

On the evening of April 24th, the Shenzhen Stock Exchange's official website showed that the exchange sent a letter of concern to Kim Yu Che city on the matter.

It is understood that North control Yuyang intends to buy Jinyu car city shares, the offer is valid from April 4, 2019 to May 6, 2019.

The announcement of the ninth meeting of the fortieth meeting of the board of directors announced in April 23rd that the company's board of Directors voted with 3 votes, 3 votes and 0 abstentions failed to pass the report of the board of directors on all matters related to the tender offer of the Fuzhou North control Yu Yang equity investment partnership (limited partnership).

Among them, one of the reasons why Hu Ming and Hu Zhiqi, the director of Jinyu car city, objected were that the report did not disclose the major civil actions involving the North control photovoltaic company, the North control photovoltaic company and Tianjin Fu Huan and the economic disputes.

The objection of Ho Yun, an independent director, is that the major civil litigation related to economic disputes between Tianjin and the economic dispute has a significant impact on investors' decision whether to accept the offer and whether North control Yu Yang has the qualification of tender offer.

In the letter of concern, the Shenzhen Stock Exchange asked Kim Yu Che Cheng to consult the relevant shareholders of the company whether it was true, and to explain the specific circumstances of the litigation concerned. In the light of the above situation and the relevant provisions of the listed companies' acquisition management measures, there was a major omission in the report of the company and the report on the tender offer disclosed by Yuyang earlier.

In addition, Hu Ming and Hu Zhiqi, the director of Jinyu car city, have two opposing reasons: the North control Yu Yang co operation person is likely to have a large amount of debt which can not be liquidated, resulting in the North control Yu Yang not having the qualification to offer the tender.

To this end, the Shenzhen Stock Exchange asked Kim Yu Che city to consult the relevant shareholders and specify the specific circumstances of the failure of the large debts. Combined with the foregoing situation and the provisions of the sixth provisions on the acquisition of listed companies, the detailed description of whether the offeror and its co operative persons have the qualification of the acquirer.

In addition, the board of directors of Jinyu city did not pass the report, and the exchange asked Kim Yu Che city to combine the relevant laws and regulations to explain whether the report was effective.

On the same evening, Jinyu car city disclosed the second prompts announcement of acquiring company shares of North control Yuyang offer.

According to the announcement, as of April 23, 2019, the number of pre offerable shares totaled 500 shares, accounting for 0.0004% of the total shares of the company.

It is understood that the tender offer for North control Yu Yang to Beijing North control photovoltaic technology development Co., Ltd. and its co operation people outside the Jinyu car city shareholders issued a partial offer, the number of tender offer is estimated to be 22 million 660 thousand shares, accounting for 17.74% of the total capital stock of Jinyu City, the offer price is 15.08 yuan / share.

The purpose of this tender offer is to enhance control over listed companies, improve the efficiency of corporate governance and management, promote the steady development of listed companies, enhance the profitability and risk tolerance of listed companies, and enhance the return on investment to the public shareholders.

The tender offer is not intended to terminate the listing status of Jinyu city.

Prior to the tender offer, North control Yu Yang did not hold shares in listed companies, nor did he buy and sell shares in listed companies.

The acquirer and the company are controlled by the same controlling shareholder, and the acquirer is related to the company.