*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主动终止上市之法律意见书

Core Viewpoint - Tianmao Industrial Group Co., Ltd. has decided to voluntarily terminate its listing on the Shenzhen Stock Exchange to protect the interests of minority shareholders amid significant uncertainties in its business structure [5][6]. Group 1: Company Overview - Tianmao Group is registered with a capital of RMB 4,940.63 million and is located in Jingmen City, Hubei Province [6]. - The company was established on November 18, 1993, and operates as a public limited company [6]. Group 2: Termination of Listing Plan - The company plans to withdraw its A-share stock from the Shenzhen Stock Exchange through a resolution passed by the shareholders' meeting [6]. - Following the termination of the listing, the company will apply to transfer its stock to the National Equities Exchange and Quotations for management in the delisting section [6]. Group 3: Approval Process - The termination of the listing requires approval from more than two-thirds of the voting rights held by shareholders present at the meeting [6]. - The decision must also be sanctioned by the Shenzhen Stock Exchange [6]. Group 4: Shareholder Protection Mechanism - A cash option will be provided to dissenting shareholders who oppose the termination of the listing, allowing them to receive cash compensation for their shares [7]. - The cash option will be available to all A-share shareholders registered on the cash option record date, excluding certain major shareholders [7][8]. Group 5: Legal Compliance - The legal opinion confirms that the termination process complies with relevant laws and regulations, and the necessary internal decision-making procedures have been followed [8].