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皮海洲:现金选择权行权价格低 *ST天茂主动退市方案不利于保护投资者
Xin Lang Cai Jing· 2025-08-13 02:48
Core Viewpoint - *ST Tianmao has chosen to voluntarily delist due to the risk of forced delisting, as the company faces significant uncertainties and aims to protect the interests of minority shareholders [1][2]. Group 1: Delisting Decision - The company announced its decision to voluntarily withdraw its A-share listing on the Shenzhen Stock Exchange and will apply to transfer to the National Equities Exchange and Quotations (NEEQ) for management in the delisting segment [1]. - The decision was made after the company failed to disclose its 2024 annual report and 2025 Q1 report within the legal timeframe, leading to a two-month suspension of trading [2]. Group 2: Cash Option for Shareholders - The company has provided a cash option for shareholders to sell their shares at a price of 1.60 yuan per share to Jingmen Weituo Hongcheng Management Partnership [1]. - The cash option's registration date is set for September 2, 2025, allowing shareholders an exit opportunity [1]. Group 3: Investor Protection - Voluntary delisting allows the company to maintain some control over the re-listing process, as it can apply for re-listing at any time if it meets the necessary conditions, unlike companies that are forced to delist [3]. - The provision of a cash option is intended to protect investors from greater financial losses during the transition to the NEEQ market [3]. Group 4: Cash Option Pricing Concerns - The cash option price of 1.60 yuan per share is considered low and does not align with the company's net asset value of 4.41 yuan per share as per the last quarterly report [4][5]. - The stock price has been under pressure due to the company's inability to disclose financial reports and ongoing investigations, leading to a significant drop from 3.38 yuan to a low of 1.35 yuan [4].
两家公司同日退市引关注 主动退市案例增多
Huan Qiu Wang· 2025-08-12 04:36
Core Viewpoint - The A-share market has seen a significant increase in both voluntary and involuntary delistings, indicating a tightening regulatory environment and a shift towards higher quality standards in the capital market [3][4]. Group 1: Voluntary Delistings - As of August 10, 2023, there have been five companies that voluntarily delisted through shareholder resolutions or mergers, surpassing the annual average of 1-4 cases from 2020 to 2024 [3]. - Companies such as 中航产融 (AVIC Capital) and 玉龙股份 (Yulong Co.) have already completed their delistings, while *ST天茂 (ST Tianmao) is in the process of withdrawing its listing due to failure to disclose financial reports [3]. - The proactive delisting of *ST天茂 is attributed to its inability to disclose the 2024 annual report, which could trigger mandatory delisting if not resolved by early September [3]. Group 2: Involuntary Delistings - Ten companies have triggered mandatory delisting criteria due to serious violations, with *ST高鸿 (ST Gaohong) being a notable case involving systematic financial fraud, including inflated revenues of 3.5 billion and profits of 4 billion [3]. - The chairman of *ST高鸿 has been fined 7.5 million and banned from the market for life, with total penalties for responsible parties amounting to 167 million [3]. Group 3: Regulatory Changes - New regulations effective in 2024 will raise the financial delisting revenue threshold from 100 million to 300 million, and introduce new criteria for delisting due to severe fraud [4]. - Eight companies have already been delisted this year for failing to meet the new market capitalization requirement of 500 million or for having share prices below par [4]. Group 4: Market Trends - A total of 30 companies have been delisted this year, with a balanced distribution among those delisted for major violations, financial issues, and trading problems [5]. - The regulatory body has initiated investigations against 35 out of 55 delisted companies, reflecting a more stringent enforcement approach [5]. - Policies encouraging market-driven delistings and discouraging "shell protection" behaviors have led to 12 cases of mergers, such as the absorption of 海通证券 (Haitong Securities) by 国泰君安 (Guotai Junan) [5].
资本市场多元化退市渠道进一步畅通 今年已有5家公司宣布主动退市
Zheng Quan Ri Bao· 2025-08-11 23:23
Core Viewpoint - The number of companies voluntarily delisting from the Chinese capital market has increased significantly this year, reflecting a deeper implementation of the "delist when necessary" principle under stricter regulations [1][4][5]. Group 1: Voluntary Delisting Cases - Five companies have announced voluntary delisting as of August 10 this year, which is a notable increase compared to previous years [2][3]. - The methods of voluntary delisting include shareholder resolutions to withdraw from trading and mergers, with three companies opting for the former and two for the latter [2][3]. Group 2: Regulatory Environment - The increase in voluntary delistings is attributed to a combination of market factors, such as poor stock performance and the desire to alleviate short-term pressures [3][4]. - The regulatory framework has been strengthened, with the China Securities Regulatory Commission (CSRC) emphasizing the need for a robust delisting mechanism and investor protection [5][6]. Group 3: Delisting Indicators - A total of 30 companies have announced delisting this year, with 10 companies touching on major violations and 9 on trading-related delisting indicators [6][8]. - The delisting indicators have been refined to better identify companies that do not meet listing requirements, enhancing the overall market quality [6][7]. Group 4: Accountability Post-Delisting - The principle of "delisting does not exempt from liability" has been reinforced, ensuring that companies face consequences for past violations even after delisting [8][9]. - Regulatory bodies are committed to pursuing accountability for companies involved in financial fraud, with significant penalties and legal actions being taken against them [9].
*ST天茂拟主动退市,逾11万投资者何去何从
Di Yi Cai Jing Zi Xun· 2025-08-11 11:52
继玉龙股份、中航产融后,A股又一家上市公司拟主动退市。 近日,*ST天茂发布公告称,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。不过, 目前以股东会决议方式主动退市尚需股东表决通过。 在计划主动退市前,*ST天茂已经因无法在法定期限内披露2024年年报和2025年一季报,被实施退市风 险预警。 从业绩情况来看,近年来该公司净利润持续亏损,资产负债率超过85%。据*ST天茂2024年度业绩预 告,该公司去年归母净利润预计亏损5亿-7.5亿元。 *ST天茂拟主动退市 因财报"难产"拉响退市风险预警一个月后,*ST天茂作出了主动退市的决定。 *ST天茂称,由于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。若《关于 以股东会决议方式主动终止公司股票上市事项的议案》未能获得股东会审议通过,可能损害中小股东利 益,并提示股东在股东会表决时做出慎重决策。 根据*ST天茂此前披露,截至2025年7月18日,*ST天茂的股东人数约为11.19万人。而对于此次主动退 市存在异议的股东,*ST天茂称由荆门市维拓宏程管理合伙企业(有限合伙)向其提供现金选择权,行权 价格为1.60元/股。 *ST天茂 ...
*ST天茂拟主动退市,11万中小股东面临关键抉择
Core Viewpoint - *ST Tianmao has announced its intention to voluntarily delist from the Shenzhen Stock Exchange, becoming the first insurance company to initiate a voluntary delisting process in 2025, primarily to protect the rights of its 111,900 minority shareholders [1][2][9]. Group 1: Delisting Process - The company plans to withdraw its A-share listing due to significant uncertainties affecting its business structure, and will apply to transfer to the National Equities Exchange and Quotations (NEEQ) after delisting [2][8]. - The voluntary delisting proposal requires approval from two-thirds of the voting rights, including two-thirds from minority shareholders holding less than 5% [2][3]. Group 2: Shareholder Protection Mechanism - A cash exit option will be provided to all A-share shareholders, excluding certain major shareholders, regardless of their vote on the delisting proposal [4][6]. - The cash option will be priced at 1.60 yuan per share, representing a 10% premium over the last trading price of 1.45 yuan per share, with a total potential payout not exceeding 2.606 billion yuan for up to 1.629 billion shares [6][9]. Group 3: Risks and Consequences - If the delisting proposal is not approved, the company may still face mandatory delisting due to its failure to disclose annual reports on time, which could lead to significant losses for minority shareholders [8][9]. - The company is currently under investigation by the China Securities Regulatory Commission for failing to disclose periodic reports, indicating that delisting does not exempt the company or its major shareholders from potential legal liabilities [9].
000627拟主动退市,11万中小股东面临关键抉择
Core Viewpoint - *ST Tianmao (000627) has announced its intention to voluntarily delist, becoming the first insurance company to initiate a voluntary delisting process in 2025, amid a critical situation where it faces mandatory delisting warnings [2][9]. Group 1: Voluntary Delisting Process - The company plans to protect the rights of its 111,900 minority shareholders by providing a cash exit option through a shareholder meeting resolution, distinguishing it from mandatory delisting which could lead to total loss for investors [2][4]. - The voluntary delisting proposal requires approval from two-thirds of the voting rights, including two-thirds from minority shareholders holding less than 5% [4][5]. - The cash exit option is set at a price of 1.60 CNY per share, representing a 10% premium over the last trading price of 1.45 CNY per share before suspension, with a total potential payout not exceeding 2.606 billion CNY for up to 1.629 billion shares [7][8]. Group 2: Shareholder Dynamics - The controlling shareholder, New Liyi Group, and the actual controller Liu Yiqian hold 3.275 billion shares, accounting for 66.78% of the total share capital, making minority shareholders crucial in the decision-making process for the delisting [5][6]. - As of July 18, 2025, the company had approximately 111,900 shareholders, with minority shareholders being pivotal in determining the outcome of the voluntary delisting proposal [5][6]. Group 3: Regulatory and Financial Context - The delisting crisis stems from the company's failure to disclose its 2024 annual report and 2025 quarterly report within the legal timeframe, leading to a risk warning and potential mandatory delisting by September 8, 2025 [10][12]. - The company has received a notice from the China Securities Regulatory Commission regarding an investigation for failing to disclose periodic reports on time, indicating that delisting does not exempt the company or its executives from regulatory accountability [12].
A股年内第三家 *ST天茂拟主动退市
Bei Jing Shang Bao· 2025-08-10 16:34
Core Viewpoint - *ST Tianmao has announced its intention to voluntarily delist from the A-share market due to ongoing financial difficulties and a prolonged inability to disclose annual reports, leading to a significant decline in stock price and market value [1][6][7]. Group 1: Company Background - *ST Tianmao, established in 1993 and listed on the Shenzhen Stock Exchange in 1996, is primarily an investment holding company engaged in insurance business through its subsidiaries Guohua Life and Huarui Insurance [3][4]. - The company is controlled by Liu Yiqian, who holds 10.47% of the shares directly and 44.56% through his holding company, New Liyi Group [3][5]. Group 2: Financial Performance - The company reported revenues of approximately 495.83 billion, 496.16 billion, and 496.99 billion from 2021 to 2023, with corresponding net profits of 4.71 billion, 2.74 billion, and a loss of 6.52 billion [7]. - A forecast for the 2024 fiscal year indicates a potential loss between 5 billion and 7.5 billion [7]. Group 3: Delisting Process - The decision to delist requires approval from at least two-thirds of the voting rights at the shareholders' meeting, which introduces uncertainty regarding the outcome [3]. - The stock has been suspended since May 6 due to the failure to disclose the 2024 annual report and the 2025 quarterly report, leading to a risk warning and a name change to *ST Tianmao [6][7]. Group 4: Market Context and Strategic Considerations - The competitive landscape of the A-share market is described as exceptionally fierce, with the company potentially lacking core competitiveness, which may hinder its ability to attract investors and maintain stock price [8]. - The voluntary delisting may be part of a broader strategic shift aimed at restructuring and improving financial health, allowing the company to operate away from public scrutiny [8].
A股年内第三家!*ST天茂拟主动退市,8月11日起复牌
Bei Jing Shang Bao· 2025-08-10 11:01
Core Viewpoint - *ST Tianmao plans to voluntarily delist from the A-share market and transfer to the national SME share transfer system after the delisting, marking the third company to propose voluntary delisting in the A-share market this year [1][6]. Company Overview - *ST Tianmao, established in 1993 and listed on the Shenzhen Stock Exchange in 1996, is an investment holding company primarily engaged in insurance business through its subsidiaries Guohua Life and Huarui Insurance [4]. - The company is controlled by Liu Yiqian, who holds 10.47% of the shares directly, while his group, Xinliyi Group, holds 44.56% [4][5]. Financial Performance - As of August 6, prior to suspension, *ST Tianmao's stock price was 1.45 CNY per share, with a total market capitalization of approximately 71.11 billion CNY [4]. - The company reported revenues of approximately 495.83 billion CNY, 496.16 billion CNY, and 496.99 billion CNY for the years 2021 to 2023, respectively, with corresponding net profits of 4.71 billion CNY, 2.74 billion CNY, and a loss of 6.52 billion CNY in 2023 [7]. - The company anticipates a loss of 500 million to 750 million CNY for the 2024 fiscal year [8]. Delisting Rationale - The decision to voluntarily delist is seen as a strategy to mitigate negative public exposure and market volatility due to ongoing performance issues, allowing the company time to adjust its business strategy and improve its financial situation [8]. - The competitive landscape of the A-share market is described as exceptionally fierce, with the company potentially lacking core competitiveness in its industry, making continued trading challenging [8].
又一主动退市!至今未披露2024年年报,实控人为刘益谦
梧桐树下V· 2025-08-10 06:17
Core Viewpoint - Tianmao Industrial Group Co., Ltd. plans to voluntarily terminate its stock listing on the Shenzhen Stock Exchange due to significant business restructuring and uncertainties, aiming to protect minority shareholders' interests [2][4]. Group 1: Company Financials and Reporting Issues - The company has not disclosed its 2024 annual report and 2025 Q1 report, leading to a risk of termination of its stock listing. The stock has been suspended since May 6, 2025, and will face delisting if the reports are not submitted by September 8, 2025 [4][5]. - The company reported a total loss of 9.8 billion yuan from 2023 and the first nine months of 2024, with losses of 6.5176 billion yuan in 2023 and 3.331 billion yuan in 2024 [12][13]. Group 2: Shareholder Structure and Control - The controlling shareholder is New Liyi Group Co., Ltd., holding 44.56% of the shares, while the actual controller is Liu Yiqian [6][7]. Group 3: Cash Option for Dissenting Shareholders - To protect investors, the company will offer a cash option for dissenting shareholders at a price of 1.60 yuan per share, which is 10% higher than the last trading price of 1.45 yuan [9]. Group 4: Future Plans Post-Delisting - The company has no current plans for major asset restructuring or a specific timeline for re-listing after the voluntary delisting [11].
*ST高鸿、*ST天茂,传出两大退市信号
Core Viewpoint - The recent announcements of delisting by *ST Gaohong and *ST Tianmao highlight the increasing trend of delistings in the Chinese stock market, driven by stricter regulations and a focus on eliminating companies involved in significant violations [2][12]. Group 1: Delisting Trends - As of August 8, 2025, 23 companies have been delisted since the beginning of the year, with 10 of these being forced delistings due to significant violations [2][12]. - The types of delistings are diversifying, with an increase in companies choosing to delist voluntarily, including *ST Tianmao, Yulong Co., Zhonghang Chanyin, China Shipbuilding Industry, and Haitong Securities [2][15]. - The latest round of reforms to the delisting system began in 2020, leading to a significant increase in the number of delistings and a shift in the structure of delistings [2][9]. Group 2: Regulatory Environment - The regulatory focus has intensified on serious financial fraud and significant violations, with *ST Gaohong being the tenth company to enter forced delisting procedures due to such violations in 2025 [12][13]. - The new regulations aim to protect investors by supporting companies facing significant uncertainties to voluntarily delist, thereby enhancing the overall market ecosystem [3][11]. Group 3: Company-Specific Details - *ST Tianmao has opted for voluntary delisting, citing business restructuring and significant uncertainties, offering shareholders a buyback price of 1.60 yuan per share, which is higher than its last trading price [5][16]. - *ST Gaohong is facing forced delisting due to severe financial fraud, resulting in a fine of 1.6 billion yuan, with the chairman receiving the heaviest penalty of 750,000 yuan and a ten-year market ban [5][6]. - The delisting of *ST Gaohong is indicative of the severe consequences of financial misconduct, as it has been penalized for fraudulent activities and lack of commercial substance in its operations [5][6].