*ST Jin Yu (000803): Restructuring Transaction Has Not Yet Been Approved By The SFC, But There Is Still Uncertainty In The Tender Offer.

Jin Yu *ST (000803.SZ) announced that the Sichuan Jin Yu Motor City (Group) Limited by Share Ltd (hereinafter referred to as the "company") received the progress of the Beijing North automotive photovoltaic technology development Co., Ltd., which was issued by Beijing North control photovoltaic technology development Co., Ltd. (hereinafter referred to as "North controlled PV"), about the acquisition of Sichuan Jin Yu Automobile City (Group) Limited by Share Ltd (Beijing). Notification letter.

The company has announced that it intends to issue shares and pay cash to acquire 86.34% stake in Shandong ten party environmental protection energy limited company and raise matching funds (hereinafter referred to as "reorganization transaction"). In February 17, 2020, the North controlled photovoltaic company signed a supplementary agreement with the company's agreement on share subscription agreement to raise matching funds for non-public development banks. The signing and implementation of the agreement will probably lead to a comprehensive offer obligation of North control PV to Jinyu city. In March 11, 2020, the company disclosed the summary of the Limited by Share Ltd tender offer report of Sichuan Jinyu Motor City (Group) and the "prompt notice" of the Sichuan Jinyu Motor City (Group) Limited by Share Ltd about the summary of the tender offer report.

Because North control PV and its concerted action people currently hold 33.93% stake in the company, the North controlled photovoltaic company intends to subscribe for the matching funds raised by the company to restructure the transaction, which will increase the rights and interests of the listed companies of the North controlled photovoltaic and the concerted action. According to the relevant regulations of the listed company acquisition management measures, the North controlled PV should be excluded from the North control PV and the concerted action after meeting the relevant conditions. All other shareholders holding common shares (A shares) issued a comprehensive offer. The tender offer is not intended to terminate the listing status of the company.

The tender offer is approved by the China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission") as the entry into force with regard to the transaction of corporate reorganization. Therefore, if the reorganization of the company fails to obtain the above approval, the tender offer of the North controlled photovoltaic will terminate automatically. There is a risk of failure to raise the matching funds in the company's reorganization transaction. If the North control photovoltaic and the concerted action subscribe for the failure to collect the matching funds, then the North controlled PV does not have to fulfill the obligation to purchase the offer. The tender offer will be automatically terminated. According to the fifty-sixth provision of the management measures for the acquisition of listed companies, "the purchaser has the rights and interests of more than 30% of the issued shares of the company. A comprehensive offer shall be issued to all shareholders of the company. If the acquirer is unable to issue a comprehensive offer within 30 days from the date of the fact, he shall, within the preceding 30 days, urge the controlling shareholder to reduce the share held by the listed company to 30% or below 30%, and make a public announcement within 2 working days from the date of reduction, and thereafter the purchaser or his controlling shareholder intends to continue to increase his holdings. We should adopt an offer method ". If the above-mentioned share subscription agreement is to be fulfilled, the proportion of shareholding of Jinyu car city will be changed, and the North controlled PV will not have to fulfill the full offer obligation.

In March 26, 2020, the company received a notice of feedback from the China Securities Regulatory Commission on the examination of the administrative licensing project issued by the China Securities Regulatory Commission, and is actively promoting the response of the feedback. Therefore, the reorganization of the company has not yet been approved by the China Securities Regulatory Commission. The company has no way to disclose the summary of the report of Sichuan Jinyu Motor City (Group) Limited by Share Ltd tender offer. Within 60 days from the date of the date, it will announce the "tender offer report".