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].

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]

General Principles - The rules are established to regulate the behavior of Tianmao Industrial Group Co., Ltd. and ensure shareholders can exercise their rights according to the Company Law and Securities Law [2][3] - The company must strictly follow legal and regulatory requirements when convening shareholder meetings [2][3] Shareholder Meeting Convening - The board of directors is responsible for convening the annual and temporary shareholder meetings within specified timeframes [4][5] - Independent directors can propose temporary meetings, and the board must respond within ten days [4][5] - Shareholders holding more than 10% of shares can request a temporary meeting, and the board must respond within ten days [5][6] Proposals and Notifications - Proposals must fall within the scope of the shareholder meeting's authority and comply with legal and regulatory requirements [14] - Shareholders holding at least 1% of shares can submit temporary proposals ten days before the meeting [7] - Notifications must include detailed information about the proposals and the rights of shareholders to attend and vote [20][21] Meeting Procedures - The shareholder meeting must be held at the company's registered location or a designated place [22] - Shareholders can attend in person or through authorized representatives [22][23] - The meeting must maintain order, and measures should be taken against disruptions [24] Voting and Resolutions - Each share has one vote, and voting can be conducted through various methods, including online [38][39] - Ordinary resolutions require a simple majority, while special resolutions require two-thirds approval [48][49] - The results of the voting must be announced immediately after the meeting [46][47] Record Keeping and Compliance - Meeting records must include details such as time, location, attendees, and voting results [54] - The rules must be revised if they conflict with changes in laws or company resolutions [62][63] - The company must ensure compliance with all legal and regulatory obligations regarding shareholder meetings [66]

Core Points - The company is established as a joint-stock limited company in accordance with the Company Law and Securities Law of the People's Republic of China [2] - The company aims to maintain the legal rights of shareholders, employees, and creditors while regulating its organization and behavior [1] - The registered capital of the company is RMB 4,904,139,165 [3] Chapter Summaries Chapter 1: General Provisions - The articles of association serve as a legally binding document for the company, shareholders, directors, and senior management [4] - The company is a permanent joint-stock limited company [3] Chapter 2: Business Objectives and Scope - The company's business objectives emphasize modernization, group development, and internationalization to benefit all shareholders [13] - The approved business scope includes import and export of goods and technology, production and sales of chemical products, and sales of building materials [14] Chapter 3: Shares - The company issues shares in the form of stocks, ensuring equal rights for each share of the same category [15][16] - The total number of issued shares is 4,904,139,165, all of which are ordinary shares [6] Chapter 4: Shareholders and Shareholders' Meeting - Shareholders have rights to dividends, request meetings, supervise operations, and transfer their shares [33] - The company must hold an annual shareholders' meeting within six months after the end of the previous fiscal year [47] Chapter 5: Directors and Board of Directors - The chairman of the board serves as the legal representative of the company [8] - The board of directors is responsible for the overall management and decision-making of the company [8] Chapter 6: Senior Management - Senior management includes the general manager, deputy general managers, board secretary, and financial officer [4] Chapter 7: Financial Accounting System, Profit Distribution, and Audit - The company must establish a financial accounting system and conduct internal audits [7] Chapter 8: Notices and Announcements - The company is required to issue notices and announcements in accordance with legal regulations [8] Chapter 9: Merger, Division, Capital Increase, Decrease, Dissolution, and Liquidation - The company can increase or decrease capital based on shareholder resolutions and legal regulations [22] Chapter 10: Amendment of Articles - Amendments to the articles of association require approval from the shareholders' meeting [32] Chapter 11: Supplementary Provisions - The articles of association include provisions for the rights and obligations of shareholders and the company [4]

Core Points - The document outlines the rules for the board of directors of Tianmao Industrial Group Co., Ltd, aimed at enhancing decision-making efficiency and compliance with laws and regulations [1][2][3] Group 1: Board Structure and Responsibilities - The board of directors is a permanent decision-making body responsible for reviewing major company matters and executing shareholder resolutions [1] - Board members must exercise their rights diligently and in good faith, ensuring compliance with laws and fair treatment of all shareholders [2] - The board has established specialized committees, including the Audit Committee, Decision and Consultation Committee, Compensation and Assessment Committee, and Nomination Committee, to assist in its functions [2][3] Group 2: Audit Committee - The Audit Committee is responsible for reviewing financial information, supervising internal and external audits, and ensuring internal controls are effective [3] - The committee must meet at least quarterly and can convene special meetings as necessary [3] Group 3: Decision and Consultation Committee - This committee focuses on researching and proposing suggestions for the company's long-term strategies and major investments [3] Group 4: Compensation and Assessment Committee - The committee is tasked with developing assessment standards for directors and senior management, as well as reviewing compensation policies [3] Group 5: Nomination Committee - The Nomination Committee is responsible for setting selection criteria for directors and senior management, and for reviewing candidates' qualifications [4] Group 6: Meeting Procedures - Board meetings must be held at least twice a year, with a written notice sent to all directors ten days in advance [5] - A quorum requires the presence of more than half of the directors, with specific rules for related party transactions [5][6] Group 7: Voting and Decision-Making - Decisions require a majority vote from attending directors, and related party directors must abstain from voting on relevant matters [15] - The board must ensure that all significant matters are thoroughly discussed and documented [21][22] Group 8: Record Keeping and Disclosure - Meeting records must be maintained for ten years, including details of attendees, agenda, and voting results [16][18] - The board must submit meeting resolutions to the Shenzhen Stock Exchange within two working days [26][27]

Group 1 - The core business of *ST Tianmao is entirely focused on insurance, with 100.0% of its revenue coming from this sector for the first half of 2024 [1] - On August 8, 2025, *ST Tianmao announced that its controlling shareholder, New Liyi Group Co., Ltd., is planning a significant matter related to the company, leading to a temporary suspension of its stock [3] - The stock of *ST Tianmao will be suspended from trading starting August 7, 2025, for no more than two trading days, with a resumption of trading scheduled for August 11, 2025 [3]

Group 1 - The company *ST Tianmao announced on August 8 that its 10th Board of Directors meeting for 2025 was held via communication, where it reviewed the proposal to voluntarily terminate the company's stock listing [2] - For the first half of 2024, *ST Tianmao's revenue was entirely derived from its insurance business, accounting for 100.0% of total revenue [2]

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