证券代码：000627 证券简称：*ST天茂 公告编号：2025-45 天茂实业集团股份有限公司 关于以股东会决议方式主动终止公司股票上市 现金选择权派发的提示性公告 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。 特别提示： 1、由于天茂实业集团股份有限公司（以下简称"天茂集团"或"公司"）拟 进行业务结构调整，面临重大不确定性，可能对天茂集团造成重大影响。根据《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》"）等相关法 律、法规及规范性文件的规定，天茂集团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。 2、为充分保护投资者的利益，公司将启动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、王薇、刘益谦外现金 选择权股权登记日登记在册的全体A股股东提供现金选择权（限售或存在权利限制 的股份等情形除外）。 3、公司股票（证券简称：*ST天茂，证券代码：000627）已自2025年8月14日 开市时起开始连续停牌。 ...

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][9][12]. Group 1: Shareholder Meeting Details - The shareholder meeting lasted over two hours, with significant attendance from minority shareholders, some traveling long distances to participate [1][4]. - Despite concerns raised by minority shareholders regarding the delayed annual report, the company did not provide substantial responses [1][7]. - The proposal for voluntary delisting was approved with 98.0562% of votes in favor, despite some dissenting opinions [1][12]. Group 2: Financial and Operational Context - *ST Tianmao's main business is insurance, primarily through its subsidiaries Guohua Life and Huarui Insurance, which account for 99.99% of its revenue [3]. - 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 approximately 21.80 billion yuan [2]. Group 3: Cash Option and Valuation Concerns - The cash option for shareholders is set at 1.60 yuan per share, representing a premium of about 10.34% over the last closing price before the delisting announcement [8]. - Some minority shareholders expressed concerns that the cash option price is significantly lower than the company's net asset value of 4.41 yuan per share, indicating a substantial discount [8].

Core Viewpoint - *ST Tianmao (000627) has taken a significant step towards voluntary delisting by passing a resolution at the 2025 first extraordinary general meeting of shareholders to terminate its stock listing on the Shenzhen Stock Exchange [1][3]. Group 1: Delisting Process - The company will submit a voluntary delisting application to the Shenzhen Stock Exchange within fifteen trading days after the shareholders' meeting decision [1][6]. - The stock will enter a phase of cash option distribution, exercise declaration, and settlement, and will no longer be traded [1][6]. Group 2: Shareholder Approval - The resolution to terminate the stock listing was approved by 4.18 billion shares, accounting for 98.0562% of the valid voting rights present at the meeting [3][6]. - Among minority shareholders, 905 million shares voted in favor, representing 91.6191% of the valid voting rights [3][6]. Group 3: Financial Performance and Reporting Issues - The company has been experiencing continuous performance decline and is currently in a loss-making state, with difficulties in annual report disclosures [2][8]. - The company faced significant delisting pressure due to the failure to disclose the 2024 annual report and the 2025 first-quarter report within the legal timeframe [8]. Group 4: Regulatory Actions - The company received a notice from the China Securities Regulatory Commission regarding an investigation for failing to disclose periodic reports on time [9]. - The company’s proactive delisting is seen as a measure to protect the interests of minority shareholders amid ongoing operational uncertainties [8]. Group 5: Industry Context - Other companies in the A-share market, such as AVIC Capital (600705) and Yulong Co. (601028), have also voluntarily delisted due to significant operational uncertainties, including deteriorating performance and liquidity pressures [10].

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].

每经记者｜陈晴 每经编辑｜程鹏 宋思艰 在年报迟迟未能披露、股票已被实施退市风险警示之后，"法人股大王"刘益谦实际控制的*ST天茂（000627.SZ。此前简称：天茂集团）打算主动退市。就 相关议案，8月25日，*ST天茂在湖北荆门召开股东大会进行表决。 《每日经济新闻》记者现场采访了解到，此次股东大会历时两个多小时，多名中小股东称自己远道赴会，甚至有人从内蒙古辗转搭乘动车、飞机，然后自 驾车抵达现场。 部分中小股东表示，其就年报"难产"等焦点问题提出质疑，未获实质性回应。部分中小股东就此对退市议案投出反对票。 尽管存在异议，8月25日晚间*ST天茂公告显示，公司主动退市议案最终以98.0562%的高票获审议通过。 根据此前公告，*ST天茂此次申请主动退市，对中小投资者做了保护机制安排，即荆门市维拓宏程管理合伙企业（有限合伙）向除新理益集团、王薇、刘 益谦外现金选择权股权登记日登记在册的全体A股股东提供现金选择权，现金选择权的行权价格为1.60元/股。对应上市公司总市值77亿元。2024年三季报 显示，公司净资产为218亿元。 | | VI LUN | VI LI I IN | AI VI IV | | | ...

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].