*ST天茂: 国浩律师（上海）事务所关于天茂实业集团股份有限公司终止上市之法律意见书（上网）

Core Viewpoint - Tianmao Industrial Group Co., Ltd. is voluntarily terminating its listing on the Shenzhen Stock Exchange to protect the interests of minority shareholders amid significant business uncertainties [5][6]. Company Overview - Tianmao Industrial Group Co., Ltd. is located in Jingmen, Hubei Province, with a registered capital of approximately RMB 4.94 billion [6]. - The company was established on November 18, 1993, and operates as a publicly listed company [6]. Termination of Listing Plan - The company plans to withdraw its A-share listing through a resolution at the shareholders' meeting and subsequently apply for transfer to the National Equities Exchange and Quotations (NEEQ) for management in the delisting section [6][10]. - The termination requires approval from more than two-thirds of the voting rights held by shareholders present at the meeting [6]. Shareholder Protection Mechanism - A cash option will be provided to dissenting shareholders who oppose the termination resolution, allowing them to receive cash compensation for their shares [7][8]. - The cash option will be available to all A-share shareholders registered on the cash option record date, excluding certain major shareholders [7]. Legal Compliance - The legal opinion confirms that the termination plan complies with relevant regulations of the Shenzhen Stock Exchange and has completed necessary internal decision-making procedures [10].