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*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].