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深夜突发!000627,拟主动退市!
证券时报· 2025-08-08 15:38
Core Viewpoint - *ST Tianmao announced the decision to voluntarily terminate its stock listing on the Shenzhen Stock Exchange and will apply to transfer to the National Equities Exchange and Quotations (NEEQ) after delisting [1] Group 1: Company Announcement - On August 8, *ST Tianmao's board approved the proposal to terminate its stock listing [1] - The stock is set to resume trading on August 11, 2025, after the delisting process [1] Group 2: Financial Reporting Issues - *ST Tianmao is currently facing a delisting crisis due to its failure to disclose the 2024 annual report and the 2025 Q1 report within the legal timeframe [5] - As of August 6, the company had not yet disclosed its financial reports, and it is working to complete the necessary documentation [6] Group 3: Company Background - *ST Tianmao operates as an investment holding company primarily through its subsidiaries, Guohua Life and Huari Insurance [6] - Guohua Life, established in 2007, has total assets of 271.599 billion and net assets of 26.22 billion as of June 2023 [6] Group 4: Stock Performance - Since July 8, *ST Tianmao's stock has dropped over 40%, currently priced at 1.45 yuan per share, with a total market capitalization of 7.1 billion [6] - Recently, the stock has shown signs of recovery with a two-day increase of over 4% [6]
*ST天茂(000627.SZ)拟以股东会决议方式主动终止公司股票上市
智通财经网· 2025-08-08 15:28
*ST天茂(000627.SZ)公告,经公司董事会审议通过,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。公司股票自2025年8月11日(星期一)开市起复牌。 ...
*ST天茂: 天茂实业集团股份有限公司关于撤回公司股票在深圳证券交易所交易的方案(上网)
Zheng Quan Zhi Xing· 2025-08-08 15:17
Core Viewpoint - Tianmao Industrial Group Co., Ltd. plans to voluntarily withdraw its A-share listing on the Shenzhen Stock Exchange due to significant uncertainties arising from business restructuring, aiming to protect the interests of minority shareholders [1][6][14] Company Overview - Company Name: Tianmao Industrial Group Co., Ltd. - Stock Listing Location: Shenzhen Stock Exchange - Stock Abbreviation: *ST Tianmao - Stock Code: 000627 - Registered Capital: 494,062.92 million yuan - Business Scope: Import and export of goods, production and sales of chemical products, and sales of building materials [1][4] Historical Background - The company was originally established as Hubei Zhongtian Co., Ltd. and underwent several name changes and capital increases, with the latest total share capital being 494,062.92 million shares [2][3] Financial Performance - Total Revenue for the first nine months of 2024: 3,359,611.86 million yuan, down from 4,969,887.37 million yuan in 2023 - Net Profit attributable to shareholders: -33,310.49 million yuan for 2024, compared to -65,175.85 million yuan in 2023 - Total Assets: 28,515,362.11 million yuan, with a total liability of 24,914,875.13 million yuan, resulting in a debt ratio of 87.37% [5][6] Voluntary Delisting Plan - The company intends to withdraw its A-share listing through a shareholder resolution and will apply to transfer to the National Equities Exchange and Quotations (NEEQ) for management in the delisting section [6][12] - The decision has been approved by the company's board and will be submitted for shareholder approval [7][8] Shareholder Protection Mechanism - A cash option will be provided to dissenting shareholders, allowing them to receive cash compensation for their shares, excluding certain major shareholders [9][10] - The cash option price is set at 1.60 yuan per share, with specific conditions for exercising this option [10][11] Post-Delisting Strategy - After delisting, the company aims to maintain operational stability and protect shareholder rights, with no immediate plans for major asset restructuring or re-listing [12][14] - The company will select a qualified securities firm to manage the transfer of shares in the delisting section [13]
*ST天茂: 第十届董事会第四次会议决议公告
Zheng Quan Zhi Xing· 2025-08-08 15:17
证券代码:000627 证券简称:*ST天茂 公告编号:2025-032 天茂实业集团股份有限公司 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。 一、董事会会议召开情况 天茂实业集团股份有限公司(以下简称"天茂集团"或"公司")第十届董事会第四次 会议已经全体董事豁免通知时限,会议通知于2025年8月7日分别以电子邮件方式送达全体董 事、监事及全体高级管理人员。会议于2025年8月8日在公司会议室以现场和通讯相结合的方 式召开,会议应到董事5人,实到董事5人。会议由董事长刘益谦先生主持,公司监事和高级 管理人员列席了会议。会议的召集、召开符合有关法律、行政法规、部门规章和公司章程的 规定。 二、董事会会议审议情况 (一)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》 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。 限合伙)向除新理益集团有限公司、王薇 ...
*ST天茂: 关于以股东会决议方式主动终止公司股票上市的公告
Zheng Quan Zhi Xing· 2025-08-08 15:17
Core Viewpoint - The company intends to voluntarily terminate its A-share listing on the Shenzhen Stock Exchange through a shareholder resolution, facing significant uncertainties that may impact its operations and shareholder interests [1][2][9]. Group 1: Termination of Listing - The company plans to withdraw its A-share stock from the Shenzhen Stock Exchange and subsequently apply for transfer to the National Equities Exchange and Quotations (NEEQ) for management in the delisting section [2][7]. - The termination of the listing requires approval from more than two-thirds of the voting rights held by shareholders present at the meeting [3][9]. - If the shareholder resolution to terminate the listing is not passed, the company will apply for resumption of trading on the Shenzhen Stock Exchange [2][6]. Group 2: Cash Option for Shareholders - The company will provide a cash option to dissenting shareholders and other shareholders, excluding certain major shareholders, allowing them to receive cash compensation for their shares [4][6]. - The cash option price is set at 1.60 yuan per share, and shareholders must meet specific conditions to exercise this option [5][6]. - The cash option will be available to shareholders who are registered on the equity registration date, which is set for September 2, 2025 [6][7]. Group 3: Future Plans and Stability - After the termination of the listing, the company aims to maintain operational stability and protect shareholder rights, with no current plans for major asset restructuring or re-listing [7][9]. - The company will select a qualified securities firm to assist in the transfer process to the NEEQ [7][9]. - The company has engaged financial and legal advisors to ensure compliance with relevant regulations and to safeguard shareholder interests [9].
*ST天茂: 关于召开2025年第一次临时股东会的通知
Zheng Quan Zhi Xing· 2025-08-08 15:17
Group 1 - The company Tianmao Industrial Group Co., Ltd. is holding a shareholder meeting on August 25, 2025, with both on-site and online voting options available for shareholders [1][2][3] - Shareholders who hold shares as of the registration date are entitled to attend the meeting and vote, either in person or by proxy [2][3] - The meeting will discuss proposals including amendments to the company's articles of association and related rules, with specific voting procedures outlined for non-cumulative voting [3][4] Group 2 - The company will collect voting rights from shareholders for the proposed amendments, as per relevant regulations [3] - Detailed voting procedures for online participation are provided, including the use of the Shenzhen Stock Exchange's trading system and internet voting system [4] - A proxy authorization template is available for shareholders who wish to delegate their voting rights [5][6]
*ST天茂: 董事会关于公开征集表决权的公告
Zheng Quan Zhi Xing· 2025-08-08 15:17
Core Viewpoint - The company is actively seeking to collect voting rights from all A-share shareholders for the upcoming extraordinary general meeting, where it will discuss the voluntary termination of its stock listing and amendments to its articles of association [1][2]. Group 1: Voting Rights Collection - The company’s board of directors is the organizer of the voting rights collection, aimed at gathering consent for all agenda items for the extraordinary general meeting scheduled for August 25, 2025 [1][2]. - The collection period for online voting rights is from August 14, 2025, 9:15 AM to August 21, 2025, 3:00 PM, while offline voting rights can be collected daily from August 14 to August 21, 2025, between 9:30 AM and 5:00 PM [2][5]. - The record date for confirming voting rights is set for August 13, 2025 [2]. Group 2: Reasons for Termination - The decision to voluntarily terminate the stock listing is in compliance with relevant laws and regulations, which is believed to benefit the long-term development of the company and the interests of all shareholders [1][2]. Group 3: Procedures for Participation - Shareholders can participate in the voting rights collection through an online platform or by submitting required documents to the board office [3][4]. - The necessary documents for participation include identification proof, shareholding proof, and a signed authorization letter, which must be submitted before the deadline of August 21, 2025, 5:00 PM [5][6]. - A witness lawyer will verify the validity of the submitted documents to ensure compliance with the requirements [5][6]. Group 4: Confidentiality and Compliance - The company assures that it will not misuse the collected voting rights for insider trading or market manipulation, and will maintain confidentiality regarding the voting results until the official announcement [6].
*ST天茂: 关于公司股票复牌的公告
Zheng Quan Zhi Xing· 2025-08-08 15:17
证券代码:000627 证券简称:*ST天茂 公告编号:2025-037 天茂实业集团股份有限公司 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。 特此公告。 天茂实业集团股份有限公司董事会 天茂实业集团股份有限公司(以下简称"公司")于 2025 年 8 月 6 日收到公司控股股东 新理益集团有限公司(以下简称"新理益")《关于筹划重大事项申请股票停牌的函》,新理 益正在筹划与公司相关的重大事项。经公司向深圳证券交易所(以下简称"深交所")申请, 公司股票于 2025 年 8 月 7 日(星期四)开市起停牌不超过 2 个交易日,详见公司于 2025 年 8 月 7 日披露的《关于筹划重大事项停牌的公告》(公告编号:2025-031)。 式主动终止公司股票上市事项的议案》。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。具体内容详见公司于 2025 年 8 月 9 日披露的《关于以股东会决议方式主动 终止公司股票上市的公告》(公告编号:2025-033)。 根 ...
*ST天茂: 中信建投证券股份有限公司关于天茂实业集团股份有限公司主动终止上市的财务顾问意见(上网)
Zheng Quan Zhi Xing· 2025-08-08 15:17
Core Viewpoint - Tianmao Industrial Group Co., Ltd. plans to voluntarily withdraw its A-share listing on the Shenzhen Stock Exchange through a shareholders' resolution and subsequently apply for transfer to the National Small and Medium Enterprises Share Transfer System for management in the delisting section [2][12]. Group 1: Company Overview - Company Name: Tianmao Industrial Group Co., Ltd. - Stock Listing Location: Shenzhen Stock Exchange - Stock Code: 000627 - Registered Capital: 494,062.92 million RMB - Main Business: Investment holding, primarily through subsidiaries engaged in insurance business [4][11]. Group 2: Reasons for Delisting - The company is undergoing business restructuring and faces significant uncertainties that may have a major impact on its operations [6][12]. - The decision aims to protect the interests of minority shareholders [12][18]. Group 3: Delisting Process - The delisting proposal has been approved by the company's board and will be submitted for a vote at the shareholders' meeting, requiring a two-thirds majority of valid voting rights [12][17]. - After the shareholders' meeting approval, the company will seek a decision from the Shenzhen Stock Exchange [13][17]. Group 4: Shareholder Protection Mechanism - The company will provide cash options to dissenting shareholders and other shareholders after the shareholders' meeting approval, excluding certain major shareholders [13][15]. - The cash option price is set at 1.60 RMB per share, with specific conditions for exercising this option [15][16]. Group 5: Financial Advisor's Opinion - The financial advisor has confirmed that the delisting plan complies with relevant regulations and that the information disclosure meets the requirements of the Shenzhen Stock Exchange [18]. - The advisor believes that the voluntary delisting is beneficial for protecting the interests of all shareholders [18].
*ST天茂: 关于修订《公司章程》及相关议事规则的公告
Zheng Quan Zhi Xing· 2025-08-08 15:17
Group 1 - The company held its fourth meeting of the tenth board on August 8, 2025, to review and approve amendments to the Articles of Association and related rules [1] - The company approved a share buyback plan on July 1, 2024, with a total fund of no less than RMB 50 million and no more than RMB 100 million, at a maximum price of RMB 3.34 per share [1][2] - The company completed the buyback of 36,490,000 shares, accounting for 0.7386% of the total share capital, with a total transaction amount of RMB 99,982,600 [2] Group 2 - The company plans to adjust its internal supervisory structure by abolishing the supervisory board and supervisors, transferring the supervisory powers to the audit committee of the board [2] - The supervisory board and supervisors will continue to perform their duties until the shareholders' meeting approves the proposal [2] - The amendments to the Articles of Association are in accordance with the new Company Law and other relevant regulations [3] Group 3 - The amendments to the Articles of Association include provisions for the appointment of a new legal representative within 30 days of the resignation of the current one [3][4] - The company will ensure that all shareholders have equal rights and obligations regarding their shares [4][5] - The company will not provide financial assistance to any person for acquiring its shares, except for employee stock ownership plans [5][6]