上海市静安区山西北路 99 号苏河湾中心 25-28 层 邮编：200085 25-28/F, Suhe Centre, 99 North Shanxi Road, Jing'an District, Shanghai 200085, China 国浩律师（上海）事务所 关 于 天茂实业集团股份有限公司主动终止上市 之 法律意见书 电话/Tel: +86 21 5234 1668 传真/Fax: +86 21 5243 3320 网址/Website: http://www.grandall.com.cn 2025 年 9 月 国浩律师（上海）事务所 法律意见书 国浩律师（上海）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"天茂集团"或"公司"）的委托，在天茂集团拟主动终止上市 项目中担任天茂集团的专项法律顾问。 本所根据《中华人民共和国公司法》《中华人民共和国证券法》《深圳证券 交易所股票上市规则》（以下简称《深交所股票上市规则》）等中国境内法律法 规的有关规定，按照《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）》的要求，现就天茂集团拟以股东会决议方 ...

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 二〇二五年九月 重要提示 天茂实业集团股份有限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。 中信建投证券股份有限公司接受天茂集团的委托，担任本次公司申请以股东会决 议方式主动终止上市的财务顾问，依照相关法律法规规定，按照行业公认的业务标 准、道德规范，本着诚实信用和勤勉尽责的原则，在审慎调查的基础上出具财务顾 问意见。 天茂集团已声明向本财务顾问提供了为出具本财务顾问意见所必需的资料， 保证所提供的资料真实、准确、完整，不存在任何虚假记载、误导性陈述或重大 遗漏，并承诺对所提供资料的合法性、真实性和完整性承担全部责任。 本财务顾问意见是基于上述声明以及截至本财务顾问意见出具日可公开获取 的信息作出的，对日后该等情形出现的不可预见的变化，本财务顾问不承担任何责 任。 本财务顾问意见仅供本次天茂集团主动终止上市使用，不得用于任何其他目的。 本财务顾问意见不构成对天茂集团的任何投资建议，对投资者根据本意见所作出 的任何投资决策可能产生的风险，本财务顾问 ...

Core Viewpoint - Tianmao Group announced its decision to voluntarily withdraw its A-share listing on the Shenzhen Stock Exchange, citing significant uncertainties due to business restructuring, which may have a major impact on the company [2]. Group 1: Voluntary Delisting - The company plans to apply for transfer to the National Small and Medium Enterprises Share Transfer System after the termination of its stock listing [2]. - The decision to voluntarily delist is pending approval from the Shenzhen Stock Exchange [2]. Group 2: Reasons for Delisting - The inability to disclose the 2024 annual report within the two-month period following the delisting risk warning on July 7 is a key trigger for the voluntary delisting [2]. - The company faces major uncertainties that could significantly affect its operations [2]. Group 3: Shareholder Protection Mechanism - The plan includes a mechanism to protect dissenting shareholders, offering cash options at a price of 1.60 yuan per share, with an estimated total cost not exceeding 2.606 billion yuan [2].

2025.09. 05 （注：我们会对线索进行核实。您的隐私将严格保密。） 对于主动退市原因，*ST天茂表示，因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。 年报"难产"是天茂集团此次主动退市的导火索。按照规定，被实施退市风险警示之日（7月7日）起的两个月内仍无法披露2024年年报，天茂集团股票 将被终止上市。 根据方案中"异议股东及其他股东保护机制"内容，刘益谦方面为*ST天茂股东提供了现金选择权，行权价格为1.60元/股，预计耗资不超过26.06亿元。 微信编辑 | 夏木 第一财经持续追踪财经热点。若您掌握公司动态、行业趋势、金融事件等有价值的线索，欢迎提供。 专用邮箱： bianjibu@yicai.com 本文字数：437，阅读时长大约1分钟 作者 | 第一财 经 魏中原 封图 | AI生成 9月4日晚，天茂集团发布公告称，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，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。本次主动终止上市尚需取得深交所终止股票上市的决定。 推荐阅读 "国家队"操作路线曝光 11 en review = ...

Core Viewpoint - *ST Tianmao plans to voluntarily delist its A-shares from the Shenzhen Stock Exchange due to difficulties in disclosing its annual report and the first quarter report for 2025 [2][5]. Group 1: Delisting Process - On September 4, *ST Tianmao announced its intention to withdraw its A-shares from trading on the Shenzhen Stock Exchange through a shareholder resolution [2]. - The company had previously disclosed its plan for voluntary delisting on August 8, emphasizing the establishment of mechanisms to protect dissenting shareholders [4]. - The delisting was approved during the company's first extraordinary general meeting in 2025, and the application for delisting was submitted to the Shenzhen Stock Exchange [4]. Group 2: Financial and Regulatory Issues - *ST Tianmao's stock was placed under delisting risk warning on July 8, 2025, due to the failure to disclose the 2024 annual report and the first quarter report for 2025 within the legal timeframe [5]. - If the company fails to disclose more than half of the board members' guarantees for the 2024 annual report within two months of the delisting risk warning, the Shenzhen Stock Exchange will terminate the company's stock listing [5]. - The company is currently under investigation by the China Securities Regulatory Commission for failing to disclose periodic reports on time [5]. Group 3: Company Background - *ST Tianmao was publicly listed in 1996 and underwent a significant change in ownership in 2002 when Liu Yiqian became the actual controller after acquiring the company [5]. - The company transitioned from a pharmaceutical focus to the insurance industry, primarily operating through its subsidiaries Guohua Life and Huarui Insurance [5]. - As of August 13, 2025, *ST Tianmao's stock price was 1.58 yuan per share, with a total market capitalization of 7.7 billion yuan [6].

Core Viewpoint - *ST Tianmao has announced its decision to voluntarily withdraw its A-share listing from the Shenzhen Stock Exchange and will apply to transfer to the delisting section managed by the National Equities Exchange and Quotations after the termination of its listing [1][3]. Group 1: Company Actions - On August 8, *ST Tianmao first disclosed its intention to voluntarily delist, stating that it would protect the interests of investors by establishing mechanisms for dissenting shareholders and other shareholder protections [3]. - The termination of the listing was approved during the company's first extraordinary general meeting of shareholders in 2025, and the company submitted the necessary application materials to the Shenzhen Stock Exchange [3]. - *ST Tianmao has confirmed that it will maintain stable operations post-delisting and has no plans for major asset restructuring or specific timelines for re-listing after the voluntary delisting [3]. Group 2: Financial and Regulatory Issues - The company faced difficulties in disclosing its 2024 annual report and the first quarter report for 2025, leading to a delisting risk warning on July 8, 2025. If the company fails to disclose a majority of the 2024 annual report within two months of the warning, the Shenzhen Stock Exchange will terminate its listing [4]. - On May 6, *ST Tianmao received a notice from the China Securities Regulatory Commission regarding an investigation for failing to disclose periodic reports on time [4]. - As of August 13, 2025, *ST Tianmao's stock price was 1.58 yuan per share, with a total market capitalization of 7.7 billion yuan, and it had over 111,900 shareholders as of July 18, 2025 [5][6].

Core Viewpoint - *ST Tianmao plans to voluntarily delist its A-shares from the Shenzhen Stock Exchange due to difficulties in disclosing its annual report and will apply for transfer to the delisting board managed by the National Equities Exchange and Quotations after the delisting [2][4] Group 1: Delisting Process - On August 8, *ST Tianmao first announced its intention to voluntarily delist its A-shares from the Shenzhen Stock Exchange [4] - The delisting proposal was approved at the company's first extraordinary general meeting in 2025 on August 25, and the company submitted the delisting application to the Shenzhen Stock Exchange [4] - After delisting, *ST Tianmao aims to maintain stable operations and protect shareholders' legal rights, with no plans for major asset restructuring or specific timelines for re-listing [4] Group 2: Reporting Issues - *ST Tianmao failed to disclose its 2024 annual report and the first quarter report for 2025 within the legal timeframe, leading to a delisting risk warning on July 8, 2025 [4][5] - If the company does not disclose more than half of the board's assurance of the 2024 annual report within two months of the delisting risk warning, the Shenzhen Stock Exchange will decide to terminate the company's stock listing [4] Group 3: Company Background - *ST Tianmao was publicly listed in 1996 and underwent a significant change in ownership in 2002 when Liu Yiqian became the actual controller after acquiring the company [5] - The company transitioned from a pharmaceutical focus to the insurance industry, primarily operating through its subsidiaries, Guohua Life and Huarui Insurance [5] - As of August 13, the last trading day, *ST Tianmao's stock price was 1.58 yuan per share, with a total market capitalization of 7.7 billion yuan [5]

Core Viewpoint - *ST Tianmao plans to voluntarily delist from the Shenzhen Stock Exchange due to difficulties in disclosing its annual report, aiming to protect shareholder interests through a resolution at the shareholders' meeting [2][4]. Group 1: Delisting Process - On August 8, *ST Tianmao first announced its intention to voluntarily delist its A-shares from the Shenzhen Stock Exchange [4]. - The company received approval for the delisting at its 2025 first extraordinary shareholders' meeting held on August 25, and subsequently submitted the delisting application to the exchange [4]. - After delisting, *ST Tianmao intends to maintain stable operations and protect shareholder rights, with no current plans for major asset restructuring or a timeline for potential relisting [4]. Group 2: Financial Reporting Issues - *ST Tianmao was unable to disclose its 2024 annual report and the 2025 first-quarter report within the legal timeframe, leading to a delisting risk warning on July 8, 2025 [6]. - If the company fails to disclose a majority of its board's assurance of the report's authenticity within two months of the delisting risk warning, the Shenzhen Stock Exchange will decide to terminate its stock listing [6]. Group 3: Regulatory Actions - On May 6, *ST Tianmao received a notice from the China Securities Regulatory Commission regarding an investigation for failing to disclose periodic reports on time [7]. Group 4: Company Background - *ST Tianmao was publicly listed in 1996 and underwent a significant ownership change in 2002 when Liu Yiqian became the actual controller after acquiring the company [8]. - The company transitioned from a pharmaceutical focus to insurance, primarily operating through its subsidiaries, Guohua Life and Huarui Insurance [8]. - As of August 13, the company's stock price was 1.58 yuan per share, with a total market capitalization of 7.7 billion yuan, and it had over 110,000 shareholders as of July 18 [8][10].

Group 1 - Guoxin Technology successfully tested a new generation of automotive electronic BLDC motor drive control high-performance chip "CBC2100B," which is based on 130nm BCD process and aims to address the MCU chip shortage in China's automotive industry, especially in new energy vehicles [1] - The chip is applicable in automotive electronic fields such as water pumps, oil pumps, and air conditioning fans, as well as in industrial control for BLDC motor drives and electrified equipment [1] Group 2 - Hangzhou High-tech experienced a change in control with the resignation of multiple key executives, including the chairman, vice chairman, and general manager, which may lead to a temporary reduction in the board's member count below the minimum required [2] - The resigning executives will continue to perform their duties until new appointments are made to ensure the company's normal operations [2] Group 3 - Zhonghuan Hailu decided to terminate the planning of a change in control due to disagreements with the trading party regarding future development arrangements [4] - The stock and convertible bonds of the company will resume trading on September 5, 2025 [4] Group 4 - ST Tianmao plans to voluntarily withdraw its A-shares from trading on the Shenzhen Stock Exchange and apply for transfer to the National SME Share Transfer System after the termination of listing [5] - The decision has been approved by the company's first temporary shareholders' meeting in 2025 [5] Group 5 - Beijing Lier signed a strategic cooperation agreement with SenseTime and Xiwang to explore AI computing power collaboration and the development of industrial manufacturing and decision-making AI vertical models [6] - Hunan Baiyin adjusted its share repurchase price ceiling from 5 yuan to 7 yuan per share due to the stock price exceeding the original limit [6] Group 6 - Dongnan Network won the bid for the "Pujiang Street Five Villages Joint Development Project" with a bid amount of 1.686 billion yuan, accounting for 15% of the company's audited revenue for 2024 [8] - Wens Foodstuff reported sales of 3.2457 million pigs in August 2025, generating revenue of 4.825 billion yuan, with a year-on-year price change of 37.88% [8] - Jiangling Motors sold 30,003 vehicles in August 2025, representing a year-on-year increase of 8.92% [8] Group 7 - Hubei Yihua completed the construction of a 200,000 tons/year caustic soda energy-saving renovation project, which has been put into production [9] - Satellite Chemical announced routine maintenance for its polyethylene and ethylene oxide/ethylene glycol facilities, expected to last 45 days [9] Group 8 - Shida Shenghua plans to establish a subsidiary for a 53,000 tons/year calcium chloride project with an investment of 25 million yuan, aimed at enhancing its resource advantages in the new energy materials sector [11] - Roman Co. intends to acquire a 39.2308% stake in Wutong Technology for 196.154 million yuan, which will make Wutong a subsidiary of Roman [11] Group 9 - Shanghai Laishi's executives plan to increase their shareholdings in the company with a total investment of no less than 6 million yuan [13]

Group 1 - The State Council issued an opinion to promote high-quality development of the sports industry, aiming for a total scale exceeding 7 trillion yuan by 2030 [2] - The People's Bank of China will conduct a 1 trillion yuan reverse repurchase operation to maintain liquidity in the banking system [2] - The Ministry of Industry and Information Technology and the State Administration for Market Regulation released an action plan for the electronic information manufacturing industry, focusing on high-quality development in the photovoltaic sector [3] Group 2 - China Shipbuilding announced that its A-share stock will be delisted on September 5 [5] - Xiamen Electric Power confirmed no undisclosed significant matters [5] - Guoxin Technology successfully tested a new high-performance chip for automotive electronics [5] - Beijing Lier is exploring AI-related business through strategic cooperation with SenseTime and Xiwang [5] - Ji Feng Technology plans to establish a wholly-owned subsidiary for low-altitude industry investment and operation [5] - KBD plans to acquire 60% of KBD Intelligent Technology for 345 million yuan, entering the automotive intelligence sector [5] - Zhongwei Company launched six new semiconductor equipment products [5]