Core Viewpoint - Tianmao Group has initiated the process to voluntarily delist its shares from the Shenzhen Stock Exchange, marking the beginning of its countdown to delisting due to ongoing financial difficulties and failure to publish required financial reports [1][16]. Group 1: Delisting Process - On August 25, Tianmao Group's shareholders meeting approved the resolution to voluntarily terminate the company's stock listing [3][4]. - Following the approval, the company will submit a delisting application to the Shenzhen Stock Exchange within fifteen trading days [7][10]. - The stock will enter a phase of cash option distribution, exercise declaration, and settlement, and will no longer be traded [6][10]. Group 2: Shareholder Voting - The resolution received overwhelming support, with 41.8 billion shares (98.0562% of valid votes) in favor, and only 806.3 million shares (1.8913%) against [4]. - Among minority shareholders, 9.06 billion shares (91.6191%) voted in favor of the resolution [4][5]. Group 3: Financial Performance - Tianmao Group has faced significant financial challenges, reporting a net loss of 6.52 billion yuan in 2023, a decline from a profit of 2.74 billion yuan in 2022 [12][14]. - The company anticipates continued losses in 2024, projecting revenues between 40 billion and 43 billion yuan, down from 496.99 billion yuan in 2023 [12][14]. Group 4: Reasons for Delisting - The inability to publish financial reports on time has triggered the delisting process, with the company failing to disclose its 2024 annual report and 2025 Q1 report by the legal deadline [14][15]. - The company has cited adverse market conditions and increased reserve requirements as contributing factors to its financial struggles [13].

Core Viewpoint - *ST Tianmao, controlled by Liu Yiqian, plans to voluntarily delist after failing to disclose its annual report and facing delisting risk warnings, with the proposal passing at a shareholder meeting with 98.0562% approval [1][9][11]. Group 1: Shareholder Meeting Details - The shareholder meeting lasted over two hours, with many minority shareholders traveling long distances to attend, raising concerns about the delayed annual report [1][4]. - Despite some dissent, the proposal for voluntary delisting was approved, with 6901 shareholders present, representing 4.263 billion shares, or 86.9313% of the total voting shares [6][11]. - The voting results showed 4.180 billion shares in favor, accounting for 98.0562% of the valid votes, while 8063 million shares opposed, representing 1.8913% [13]. Group 2: Financial and Operational Context - *ST Tianmao's total assets decreased by 5.56% from the previous year, amounting to approximately 285.15 billion yuan, while the equity attributable to shareholders increased by 5.87% to about 21.80 billion yuan [2]. - The company primarily engages in insurance business through subsidiaries, with insurance-related revenue constituting 99.99% of its main business income [4]. Group 3: Cash Option and Shareholder Concerns - The cash option for shareholders is set at 1.60 yuan per share, which represents a premium of approximately 10.34% over the last trading day's closing price of 1.45 yuan [8]. - Some minority shareholders expressed concerns regarding the cash option price, noting it is only about 36% of the company's net asset value of 4.41 yuan per share, indicating a significant discount [8].

Core Viewpoint - *ST Tianmao, controlled by Liu Yiqian, plans to voluntarily delist after facing a risk warning and delays in disclosing its annual report, with the proposal passing at a shareholder meeting with 98.0562% approval [1][8][9]. Group 1: Delisting Proposal - The voluntary delisting proposal was approved at a shareholder meeting held on August 25, with 6901 shareholders present, representing 4.26 billion shares, or 86.9313% of the total voting shares [5][8]. - Despite some dissent from minority shareholders regarding the annual report delays, the proposal received overwhelming support, with 41.80 billion shares voting in favor, accounting for 98.0562% of the votes [9]. Group 2: Cash Option for Shareholders - The company has arranged a cash option for shareholders, with a strike price of 1.60 yuan per share, which represents a premium of approximately 10.34% over the last closing price of 1.45 yuan before the delisting announcement [6][9]. - Some minority shareholders expressed concerns about the fairness of the cash option price, noting it is only about 36% of the company's net asset value per share of 4.41 yuan [6]. Group 3: Company Background and Financials - *ST Tianmao has been listed since 1996 and primarily engages in insurance business through its subsidiaries, with insurance-related revenue constituting 99.99% of its main business income [2][3]. - As of the third quarter of 2024, the company reported a net asset value of 21.8 billion yuan [1].

Core Viewpoint - *ST Tianmao, controlled by Liu Yiqian, plans to voluntarily delist after failing to disclose its annual report and facing delisting risk warnings, with the proposal approved by 98.0562% of shareholders at a meeting on August 25 [2][8][11]. Group 1: Shareholder Meeting and Voting - The shareholder meeting lasted over two hours, with many minority shareholders traveling long distances to attend, including some from Inner Mongolia [2][5]. - Despite some dissent, the proposal for voluntary delisting was passed with 98.0562% approval, with 41.80 billion shares in favor [9][11]. - A total of 6,901 shareholders attended the meeting, representing 4.26 billion shares, while 6,892 participated via online voting, representing over 4.2 billion shares [6][9]. Group 2: Financial and Operational Context - *ST Tianmao's main business is insurance, with revenue from this sector accounting for 99.99% of its total income [4]. - The company reported total assets of approximately 285.15 billion yuan, a decrease of 5.56% from the previous year, while the equity attributable to shareholders increased by 5.87% to about 21.80 billion yuan [3]. Group 3: Cash Option and Shareholder Concerns - The cash option for shareholders is set at 1.60 yuan per share, which is a 10.34% premium over the last closing price of 1.45 yuan before the delisting announcement [7]. - Some minority shareholders expressed concerns about the fairness of the cash option price, which is only about 36% of the company's net asset value of 4.41 yuan per share [7].

Core Viewpoint - *ST Tianmao, controlled by Liu Yiqian, plans to voluntarily delist after failing to disclose its annual report and facing delisting risk warnings, with a shareholder meeting held on August 25 to vote on the proposal [1][3]. Group 1: Shareholder Meeting and Voting - The shareholder meeting lasted over two hours, with many minority shareholders traveling long distances to attend, including some from Inner Mongolia [1][6]. - Despite some dissent from minority shareholders regarding the annual report issues, the voluntary delisting proposal was approved with a high vote of 98.0562% [3][10]. - A total of 6,901 shareholders attended the meeting, representing 4.26 billion shares, with 85.64% voting online [8][10]. Group 2: Financial and Operational Context - *ST Tianmao's main business is insurance, with revenue from insurance operations accounting for 99.99% of its main business income [5]. - The company reported a net asset value of 21.8 billion yuan as of the latest quarterly report, with total assets of 285.15 billion yuan, reflecting a decrease of 5.56% from the previous year [4][5]. - The cash option for shareholders is set at 1.60 yuan per share, which is a 10.34% premium over the last trading day's closing price of 1.45 yuan [9][11]. Group 3: Shareholder Concerns and Reactions - Minority shareholders raised concerns about the lack of substantial responses to their questions regarding the delayed annual report and the company's operational status [2][6]. - Some shareholders expressed dissatisfaction with the cash option price, arguing it represents a significant discount compared to the company's net asset value [9][11]. - Following the announcement of the voluntary delisting, some shareholders indicated plans to exercise their rights on part of their holdings, while others chose to sell their shares [11].

Core Viewpoint - *ST Tianmao, controlled by Liu Yiqian, plans to voluntarily delist after facing difficulties in disclosing its annual report and being warned of delisting risks, with the proposal passing at a shareholder meeting with 98.0562% approval [1][5]. Group 1: Shareholder Meeting Details - The shareholder meeting held on August 25 lasted over two hours, with significant attendance from minority shareholders, some traveling long distances to participate [1][2]. - A total of 6,901 shareholders participated, with 17 attending in person and 6,892 voting online, representing over 42 billion shares, or 85.6420% of the voting rights [3]. - Despite concerns raised by minority shareholders regarding the delayed annual report and the company's operational status, the management did not provide substantial responses [3][4]. Group 2: Delisting Proposal and Voting Results - The proposal for voluntary delisting required approval from more than two-thirds of the attending shareholders, which was achieved with 41.80 billion shares voting in favor, equating to 98.0562% of the votes [5]. - Among minority shareholders, 9.05 billion shares voted in favor, representing 91.6191% of their voting rights [5]. Group 3: Shareholder Concerns - Minority shareholders expressed concerns about the cash option's exercise price of 1.60 CNY per share, which is approximately 36% of the company's net asset value of 4.41 CNY per share, indicating a significant discount [4]. - There were allegations that the company had pressured shareholders to vote in favor of the delisting proposal prior to the meeting, although this was not confirmed by the company [2].

Core Viewpoint - *ST Tianmao has made significant progress towards voluntary delisting, with shareholders approving the proposal to terminate the company's stock listing with a 98.06% agreement rate at the extraordinary general meeting held on August 25 [1][2]. Group 1: Delisting Process - The company will submit an application to the Shenzhen Stock Exchange for the termination of its stock listing within fifteen trading days after the shareholders' resolution [2]. - The last trading day for *ST Tianmao was August 13, with a closing price of 1.58 yuan [3]. - Shareholders eligible for cash options can exercise their rights at a price of 1.60 yuan per share during the cash option declaration period [3]. Group 2: Financial Implications - The cash option will be distributed based on the number of shares held by eligible shareholders as of the cash option registration date on September 2, 2025 [3]. - Jingmen Weituo Hongcheng Management Partnership (Limited Partnership) is expected to provide cash options for up to 1.629 billion shares, with the final distribution quantity to be confirmed after the registration date [3]. Group 3: Regulatory Issues - The company faces a risk of forced delisting due to the failure to disclose the 2024 annual report and the 2025 first-quarter report within the legal timeframe [4]. - The company has been under investigation by the China Securities Regulatory Commission for failing to disclose periodic reports on time [4]. Group 4: Industry Trends - Several companies have opted for voluntary delisting this year, indicating a trend towards companies choosing to exit the market proactively [5][6]. - The increasing number of voluntary delistings reflects a maturing market mechanism, with the concept of "voluntary exit" becoming more accepted among companies [7].

Core Viewpoint - *ST Tianmao, controlled by Liu Yiqian, plans to voluntarily delist after failing to disclose its annual report and facing delisting risk warnings, with the proposal passing at a shareholder meeting with 98.0562% approval [1][9]. Group 1: Shareholder Meeting Details - The shareholder meeting lasted over two hours, with many minority shareholders traveling long distances to attend, including one from Inner Mongolia [1][4]. - Despite concerns raised by minority shareholders regarding the delayed annual report, the company did not provide substantial responses [1][8]. - The meeting was held at the Guohua Huijin Center in Jingmen, indicating the company's emphasis on the event [4]. Group 2: Voting Results - A total of 6,901 shareholders participated in the meeting, with 17 attending in person and 6,892 voting online, representing over 4.2 billion shares [6]. - The proposal for voluntary delisting received 41.80 billion shares in favor, accounting for 98.0562% of the votes, while 806.3 million shares opposed the motion [9]. Group 3: Shareholder Concerns - Minority shareholders expressed concerns about the reasons behind the delayed annual report and the operational status of the core asset, Guohua Life, which management claimed was operating normally [8]. - The cash option exercise price was set at 1.60 yuan per share, representing a premium of approximately 10.34% over the last trading day's closing price of 1.45 yuan, but shareholders questioned the fairness of this pricing given the company's net asset value of 4.41 yuan per share [8].

Core Viewpoint - The company, Tianmao Industrial Group Co., Ltd., is at risk of being delisted due to its failure to disclose the 2024 annual report and the 2025 first-quarter report within the statutory deadline, leading to a series of risk warning announcements [1][3]. Group 1: Reasons for Potential Delisting - The company has been unable to disclose the 2024 annual report and the 2025 first-quarter report, resulting in a trading suspension since May 6, 2025. The stock resumed trading on July 8, 2025, but was subject to delisting risk warnings [3][5]. - If the company does not disclose a majority of the board's assurance of the accuracy and completeness of the 2024 annual report within two months from the delisting risk warning, the Shenzhen Stock Exchange will decide to terminate the company's stock listing [3][5]. Group 2: History of Risk Warning Announcements - The company has issued multiple risk warning announcements regarding the potential delisting, with the first announcement made on July 15, 2025, and subsequent announcements on July 22, July 29, August 5, August 12, and August 19, 2025 [4][5]. - This announcement is the seventh risk warning regarding the potential delisting, indicating ongoing compliance issues [4]. Group 3: Shareholder Meeting and Delisting Application - The company has held a temporary shareholder meeting where a resolution was passed to voluntarily withdraw its A-share listing on the Shenzhen Stock Exchange. Following this, the company will submit a delisting application within fifteen trading days after the shareholder resolution [2][5]. - The Shenzhen Stock Exchange will make a decision on whether to accept the delisting application within five trading days of receipt and will notify the company accordingly [2].

上海市锦天城（武汉）律师事务所 关于天茂实业集团股份有限公司 二○二五年第一次临时股东会的 法律意见书 地址：武汉市江汉区云霞路 187 号民生金融中心 8 层 03-05 电话：027-83828888 邮编：430030 上海市锦天城（武汉）律师事务所 法律意见书 上海市锦天城（武汉）律师事务所 关于天茂实业集团股份有限公司 二○二五年第一次临时股东会的 法律意见书 致：天茂实业集团股份有限公司 上海市锦天城（武汉）律师事务所（以下简称"本所"）接受天茂实业集团 股份有限公司（以下简称"公司"）委托，委派本律师出席公司二○二五年第一 次临时股东会（以下简称"本次股东会"），本律师根据《中华人民共和国公司法》 （以下简称《公司法》）等法律、法规、规章和其他规范性文件以及《天茂实业 集团股份有限公司章程》 （以下简称《公司章程》）的有关规定，出具本法律意见 书。 为出具本法律意见书，本所及本所律师依据《律师事务所从事证券法律业务 管理办法》和《律师事务所证券法律业务执业规则（试行）》等规定，严格履行 了法定职责，遵循了勤勉尽责和诚实信用原则，对本次股东会所涉及的相关事项 进行了必要的核查和验证，核查了本所认为 ...