*ST Jin Yu (000803): Progress In Tender Offer
Sichuan Jinyu Automobile City (Group) Limited by Share Ltd
Announcement on progress of tender offer
All members of the company and the board of directors guarantee that the contents of the information disclosure are true, accurate and complete, without false records, misleading statements or major omissions.
Sichuan Jinyu Motor City (Group) Limited by Share Ltd (hereinafter referred to as "the company") received the letter from Beijing North control PV Technology Development Co., Ltd. (hereinafter referred to as "North controlled PV"), which is issued by the Beijing North control PV Technology Development Co., Ltd., about the progress of the tender offer for the Sichuan Jin Yuqi car city (Group) Limited by Share Ltd. The Status Bulletin is as follows:
I. description of tender offer
The company 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. If the North control PV does not meet the "listing company purchase management method", the sixty-third rule can be exempt from the tender offer. A full offer shall be made to all shareholders holding common shares of listed currencies (A shares) except those of North control PV and concerted action. 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 in the reorganization of the company to raise the matching funds. 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 shares issued by the company. The company shall issue a comprehensive offer 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, it 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 announce it within 2 working days from the date of reduction, and thereafter the purchaser or its controlling shareholder intends to continue to increase. 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. Audited by the China Securities Regulatory Commission's listed company's merger and reorganization committee on May 28, 2020, the twenty-second working conference was held in 2020. The company issued the shares and paid cash to purchase assets and raised matching funds. The company's restructuring transactions have not yet been approved by the China Securities Regulatory Commission. The company can not start thirty days from the previous announcement on the progress of the tender offer. Announcement of tender offer.
Two, other instructions
1, there is still uncertainty in the tender offer. The company will fulfill its obligation of disclosure in accordance with the provisions of laws and regulations.
2, the company pays close attention to the progress of this matter, and will promptly fulfill the obligation of information disclosure in accordance with the provisions on the acquisition of listed companies and the notification of the acquirers.
The company specifies the media for information disclosure. Www.cninfo.com.cn And China Securities Daily and Shanghai securities news, the relevant information is based on the announcement made by the company in the above designated media, so that investors are invited to invest rationally and pay attention to investment risks.
Notice hereby.
Sichuan Jinyu Automobile City (Group) Limited by Share Ltd
Board of directors June 12, 2020
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