本文字数：1700，阅读时长大约4分钟 作者 |第一财经周斌 继玉龙股份、中航产融后，A股又一家上市公司拟主动退市。 近日，*ST天茂发布公告称，公司拟以股东会决议方式主动撤回A股股票在深交所的上市交易。不过，目前以股东会决议方式主动退市尚需股东表决通 过。 2025.08.11 在计划主动退市前，*ST天茂已经因无法在法定期限内披露2024年年报和2025年一季报，被实施退市风险预警。 从业绩情况来看，近年来该公司净利润持续亏损，资产负债率超过85%。据*ST天茂2024年度业绩预告，该公司去年归母净利润预计亏损5亿-7.5亿元。 *ST天茂拟主动退市 因财报"难产"拉响退市风险预警一个月后，*ST天茂作出了主动退市的决定。 根据*ST天茂近日公告，该公司第十届董事会第四次会议审议通过了《关于以股东会决议方式主动终止公司股票上市事项的议案》，拟以股东会决议方式 主动撤回天茂集团A股股票在深交所的上市交易。 不过，以股东会决议方式主动退市尚需出席股东会的三分之二以上股东表决通过，且还需除持股5%以上股东及董监高以外的三分之二以上中小股东通 过。 公告显示，截至8月8日，该公司控股股东新理益集团、实控人刘益谦及 ...

Core Viewpoint - *ST Tianmao has announced its intention to voluntarily delist from the Shenzhen Stock Exchange, pending approval from shareholders, following a series of financial difficulties and regulatory warnings [3][4][6]. Financial Performance - The company has reported continuous net profit losses in recent years, with a projected loss of 500 million to 750 million yuan for the 2024 fiscal year [4][13]. - From 2021 to 2023, *ST Tianmao's revenue remained relatively stable, with figures of approximately 49.58 billion yuan in 2021, 49.62 billion yuan in 2022, and 49.70 billion yuan in 2023, while net profits showed a significant decline from 4.71 billion yuan in 2021 to a loss of 6.52 billion yuan in 2023 [11][12]. Debt and Financial Health - The company's asset-liability ratio has exceeded 85%, reaching 87.37% as of September 30, 2024, indicating a high level of debt relative to its assets [12]. - As of August 8, 2025, *ST Tianmao's major shareholders, including its controlling shareholder, hold 66.78% of the shares, just meeting the two-thirds threshold required for the delisting vote [7][8]. Regulatory and Operational Challenges - The company faced a delisting risk warning due to its inability to disclose the 2024 annual report and the 2025 first-quarter report within the legal timeframe, leading to a suspension of its stock [4][10]. - Following a two-month suspension, the company was placed under delisting risk warning, which could lead to mandatory delisting if it fails to meet reporting requirements [10][11]. Shareholder Dynamics - The upcoming shareholder meeting will be crucial, as the approval of the delisting proposal requires a two-thirds majority vote from shareholders, excluding major shareholders and executives [6][8]. - The company has offered a cash option to dissenting shareholders at a price of 1.60 yuan per share, as part of its delisting strategy [8].

证券代码：000627 证券简称：*ST天茂 公告编号：2025-038 天茂实业集团股份有限公司 股票可能被终止上市的第五次风险提示公告 本公司及董事会全体成员保证公告内容的真实、准确和完整，没有虚假记载、误导 性陈述或者重大遗漏。 5、2025 年 8 月 8 日，公司第十届董事会第四次会议审议通过《关于以股东会决议方式主 动终止公司股票上市事项的议案》：由于公司拟进行业务结构调整，面临重大不确定性，可能 对公司造成重大影响，为保护中小股东利益，根据《深圳证券交易所股票上市规则》等相关法 律、法规及规范性文件的规定，公司拟以股东会决议方式主动撤回 A 股股票在深圳证券交易所 的上市交易，并在股票终止上市后申请转入全国中小企业股份转让系统有限责任公司代为管理 的退市板块转让。根据《深圳证券交易所股票上市规则》第 9.7.4 条的相关规定：公司本次通 过股东会决议主动终止公司股票上市的方式下，公司应当向深圳证券交易所申请股票自股东会 股权登记日的次一交易日停牌（即 8 月 14 日开始停牌）。公司将设置异议股东及其他股东保 护机制，由荆门市维拓宏程管理合伙企业（有限合伙）向除新理益集团有限公司、王薇、刘益 谦 ...

Core Viewpoint - *ST Tianmao has announced its decision to voluntarily delist from the Shenzhen Stock Exchange due to significant uncertainties in its business structure, aiming to protect the interests of minority shareholders [1][3]. Company Overview - *ST Tianmao, established in November 1993 and listed in November 1996, primarily engages in various life insurance businesses [5]. - The company was previously known as Baike Pharmaceutical and underwent a significant ownership change in December 2002 when New Liyi Group acquired a controlling stake [5][6]. Financial Performance - The company experienced a dramatic increase in revenue after acquiring a 43.86% stake in Guohua Life Insurance in 2016, leading to revenues soaring from several hundred million to over 500 billion in 2019 [6]. - However, 2020 marked a turning point, with Guohua Life's net profit dropping to 1.11 billion, followed by continuous declines, resulting in a net loss of 1.155 billion in 2023, a year-on-year decrease of 338.6% [7]. - The company's net profit has declined for four consecutive years, with figures showing a drop of 67.32%, 18.88%, 41.78%, and 337.82% from 2020 to 2023 [7]. Delisting Process - The company has set up mechanisms to protect dissenting shareholders, offering a cash option at a price of 1.60 CNY per share, which is approximately 10.34% above the suspension price of 1.45 CNY [3]. - If the shareholders do not approve the delisting resolution, they will not be eligible for the cash option and cannot claim any compensation [3]. - The stock has been suspended since May 6, 2025, due to the company's failure to disclose its annual report and quarterly report within the legal timeframe [4]. Industry Context - As of 2025, a total of 24 companies have completed the delisting process, with various reasons including financial issues and voluntary applications [8][10]. - The primary reasons for delisting include financial performance failures and significant legal violations, indicating a challenging environment for companies in the market [10].

证券之星消息，8月11日保险板块较上一交易日下跌0.55%，新华保险领跌。当日上证指数报收于 3647.55，上涨0.34%。深证成指报收于11291.43，上涨1.46%。保险板块个股涨跌见下表： | 代码 | 名称 | 收盘价 | 涨跌幅 | 成交量(手) | 成交额(元) | | --- | --- | --- | --- | --- | --- | | 000627 | *ST天茂 | 1.52 | 4.83% | 67.71万 | 1.03亿 | | 601601 | 中国太保 | 36.88 | -0.05% | 22.50万 | 8.33亿 | | 601318 | 中国平安 | 58.47 | -0.12% | 43.19万 | 25.36 Z | | 601628 | 中国人寿 | 40.48 | -0.71% | 16.20万 | 6.571Z | | 616109 | 中国人保 | 8.17 | -1.09% | 76.47万 | 6.28 Z | | 601336 | 新华保险 | 62.58 | -1.57% | 27.61万 | 17.23亿 | 从资金流向上来看，当日保险板块主力 ...

Core Viewpoint - *ST Tianmao has announced its intention to voluntarily delist from the Shenzhen Stock Exchange, becoming the first insurance company to initiate a voluntary delisting process in 2025, primarily to protect the rights of its 111,900 minority shareholders [1][2][9]. Group 1: Delisting Process - The company plans to withdraw its A-share listing due to significant uncertainties affecting its business structure, and will apply to transfer to the National Equities Exchange and Quotations (NEEQ) after delisting [2][8]. - The voluntary delisting proposal requires approval from two-thirds of the voting rights, including two-thirds from minority shareholders holding less than 5% [2][3]. Group 2: Shareholder Protection Mechanism - A cash exit option will be provided to all A-share shareholders, excluding certain major shareholders, regardless of their vote on the delisting proposal [4][6]. - The cash option will be priced at 1.60 yuan per share, representing a 10% premium over the last trading price of 1.45 yuan per share, with a total potential payout not exceeding 2.606 billion yuan for up to 1.629 billion shares [6][9]. Group 3: Risks and Consequences - If the delisting proposal is not approved, the company may still face mandatory delisting due to its failure to disclose annual reports on time, which could lead to significant losses for minority shareholders [8][9]. - The company is currently under investigation by the China Securities Regulatory Commission for failing to disclose periodic reports, indicating that delisting does not exempt the company or its major shareholders from potential legal liabilities [9].

Core Viewpoint - *ST Tianmao (000627) has announced its intention to voluntarily delist, becoming the first insurance company to initiate a voluntary delisting process in 2025, amid a critical situation where it faces mandatory delisting warnings [2][9]. Group 1: Voluntary Delisting Process - The company plans to protect the rights of its 111,900 minority shareholders by providing a cash exit option through a shareholder meeting resolution, distinguishing it from mandatory delisting which could lead to total loss for investors [2][4]. - The voluntary delisting proposal requires approval from two-thirds of the voting rights, including two-thirds from minority shareholders holding less than 5% [4][5]. - The cash exit option is set at a price of 1.60 CNY per share, representing a 10% premium over the last trading price of 1.45 CNY per share before suspension, with a total potential payout not exceeding 2.606 billion CNY for up to 1.629 billion shares [7][8]. Group 2: Shareholder Dynamics - The controlling shareholder, New Liyi Group, and the actual controller Liu Yiqian hold 3.275 billion shares, accounting for 66.78% of the total share capital, making minority shareholders crucial in the decision-making process for the delisting [5][6]. - As of July 18, 2025, the company had approximately 111,900 shareholders, with minority shareholders being pivotal in determining the outcome of the voluntary delisting proposal [5][6]. Group 3: Regulatory and Financial Context - The delisting crisis stems from the company's failure to disclose its 2024 annual report and 2025 quarterly report within the legal timeframe, leading to a risk warning and potential mandatory delisting by September 8, 2025 [10][12]. - The company has received a notice from the China Securities Regulatory Commission regarding an investigation for failing to disclose periodic reports on time, indicating that delisting does not exempt the company or its executives from regulatory accountability [12].

Market Overview - The Shanghai Composite Index closed at 3653.50 points, up 0.51% [1] - The Shenzhen Component Index closed at 11293.25 points, up 1.48% [1] - The ChiNext Index rose by 1.99% and the Sci-Tech 50 Index increased by 0.88% [1] Stock Performance - Among the tradable A-shares, 4278 stocks rose, accounting for 79.44%, while 943 stocks fell [1] - There were 68 stocks that hit the daily limit up, and 8 stocks hit the limit down [1] - The leading sectors for limit-up stocks included electronics, power equipment, and machinery, with 9, 7, and 7 stocks respectively [1] Notable Stocks - *ST Tianmao and ST Yundong are among the 4 ST stocks that hit the limit up [1] - Stocks with the most consecutive limit-ups include Jishi Media, Shanghai Port Bay, and Sainuo Medical, each with 3 consecutive limit-ups [1] - The stock with the highest limit-up order volume was *ST Tianmao, with 73,470.74 thousand shares, followed by Xinjiang Jiaojian and Beixin Road Bridge [1] Limit-Up Stock Details - Xinjiang Jiaojian: Closing price 15.19, turnover rate 1.06%, limit-up order volume 10,564.58 thousand shares, order amount 1.60 billion [1] - *ST Tianmao: Closing price 1.52, turnover rate 1.18%, limit-up order volume 73,470.74 thousand shares, order amount 1.12 billion [1] - Guosheng Jinkong: Closing price 16.56, turnover rate 10.40%, limit-up order volume 4,496.38 thousand shares, order amount 744.60 million [1] Sector Analysis - The construction decoration sector had significant activity with multiple stocks hitting limit up [1] - The non-bank financial sector also showed strong performance with stocks like *ST Tianmao and Guosheng Jinkong [1] - The electronics and power equipment sectors are highlighted for their robust stock performance [1]

Core Viewpoint - *ST Tianmao plans to voluntarily terminate its stock listing on the Shenzhen Stock Exchange and transfer to the National Equities Exchange and Quotations (NEEQ) for management in the delisting section, pending approval from shareholders [1][2][3] Group 1: Stock Listing Termination - The company held a board meeting on August 8, 2023, where it approved the proposal to terminate its stock listing through a shareholder resolution [1] - The proposal requires more than two-thirds of the voting rights held by attending shareholders to pass, excluding certain major shareholders and company executives [1][3] - If the proposal is not approved, dissenting shareholders will not receive cash options and cannot claim compensation from the company or the cash option provider [3] Group 2: Cash Option Mechanism - To protect investor interests, the company will implement a cash option mechanism for dissenting shareholders, allowing them to receive cash compensation for their shares [2] - The cash option price is set at 1.60 yuan per share, and the cash option provider is Jingmen Weituo Hongcheng Management Partnership [2] - The cash option is expected to cover up to 1,629,376,288 shares, excluding shares held by certain major shareholders and those with restrictions [3] Group 3: Future Plans and Stability - After the termination of the listing, the company aims to maintain operational stability and protect shareholder rights [3] - Currently, there are no plans for significant asset restructuring or a timeline for re-listing after voluntary delisting [3] - The company has engaged CITIC Securities as a financial advisor for the delisting process [3]

8月9日，*ST天茂披露公告称，公司拟以股东会决议方式主动撤回A股股票在深交所的上市交易，并在 股票终止上市后申请转入全国中小企业股份转让系统有限责任公司代为管理的退市板块转让。 北京商报讯（记者 马换换 王蔓蕾）8月11日，*ST天茂（000627）开盘涨停，开于涨停价1.52元/股。 值得一提的是，*ST天茂是继玉龙股份、中航产融后，A股市场年内第三家拟主动退市公司。 ...