主动终止上市
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天茂实业集团股份有限公司 关于向深圳证券交易所提出终止上市申请的公告
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-09-05 04:56
Core Points - Tianmao Group plans to voluntarily withdraw its A-shares from trading on the Shenzhen Stock Exchange and will apply to transfer to the delisting section managed by the National SME Share Transfer System after the termination of listing [1][2] - The decision for voluntary delisting was approved at the company's first extraordinary general meeting on August 25, 2025 [1] Summary by Sections Delisting Process - The voluntary delisting falls under the provisions of Article 9.7.1 of the Shenzhen Stock Exchange Listing Rules [2] - The company has submitted the necessary application materials for voluntary delisting to the Shenzhen Stock Exchange [2] - The company faced delisting risk warnings due to its inability to disclose the 2024 annual report and the 2025 first-quarter report within the statutory timeframe [2] Financial and Legal Opinions - The financial advisor, CITIC Securities, issued an opinion stating that the voluntary delisting aligns with the Shenzhen Stock Exchange Listing Rules and that the company has made arrangements for dissenting shareholders [3] - The legal advisor, Guohao Law Firm, confirmed that the delisting method and plan comply with relevant laws and regulations, and the necessary internal decision-making procedures have been followed [3] Next Steps - The termination of the company's stock listing is pending a decision from the Shenzhen Stock Exchange [3] - Investors are advised to pay attention to subsequent announcements from the company [3]
*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
Zheng Quan Zhi Xing· 2025-09-04 13:19
Core Viewpoint - Tianmao Industrial Group Co., Ltd. plans to voluntarily withdraw its A-share listing on the Shenzhen Stock Exchange 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: Engaged in insurance business through subsidiaries Guohua Life and Huarui Insurance [4][11]. Group 2: Delisting Plan - The company intends to withdraw its A-share listing due to significant uncertainties arising from business restructuring, aiming to protect the interests of minority shareholders [12][16]. - The delisting proposal has been approved by more than two-thirds of the voting rights at the shareholders' meeting [17]. Group 3: Financial Advisor's Opinion - The financial advisor, CITIC Construction Investment Securities Co., Ltd., confirms that the delisting plan complies with relevant regulations and that the information disclosed meets the requirements of the Shenzhen Stock Exchange [16][17]. - The financial advisor has verified that the company’s announcement documents are accurate and complete, and the delisting process has been conducted independently without conflicts of interest [6][16]. Group 4: Shareholder Protection Mechanism - A cash option will be provided to dissenting shareholders, allowing them to receive cash compensation for their shares, excluding certain restricted shares [13][15]. - The cash option price is set at 1.60 RMB per share, with the registration date for eligible shareholders on September 2, 2025 [15].
*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
Zheng Quan Zhi Xing· 2025-09-04 13:19
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].
*ST天茂向深圳证券交易所提出终止上市申请
Zhi Tong Cai Jing· 2025-09-04 13:01
Core Viewpoint - *ST Tianmao (000627) has announced its decision to voluntarily withdraw its A-shares from trading on the Shenzhen Stock Exchange and subsequently apply for transfer to the delisting segment managed by the National Equities Exchange and Quotations after the termination of its listing [1] Group 1 - The termination of listing has been approved by the company's first extraordinary general meeting of shareholders held on August 25, 2025 [1] - The termination of listing falls under the voluntary delisting circumstances as specified in Article 9.7.1 of the Shenzhen Stock Exchange Listing Rules [1] - The company has submitted the necessary application materials for voluntary delisting to the Shenzhen Stock Exchange [1]
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
Zhong Guo Zheng Quan Bao - Zhong Zheng Wang· 2025-09-01 06:51
Core Viewpoint - Tianmao Industrial Group Co., Ltd. is voluntarily terminating the listing of its A-shares on the Shenzhen Stock Exchange due to significant uncertainties related to business restructuring, and will initiate a cash option distribution for shareholders [2][36]. Group 1: Termination of Listing - The company plans to withdraw its A-shares from trading on the Shenzhen Stock Exchange and will apply for transfer to the National Equities Exchange and Quotations after the termination [2][36]. - The decision to terminate the listing has been approved by the company's first extraordinary general meeting of 2025 [2][36]. Group 2: Cash Option Distribution - Eligible A-share shareholders will receive one cash option for each share held, with a cash option exercise price set at 1.60 yuan per share [3][16]. - The total number of cash options to be distributed is expected to be up to 1,629,376,288 shares, excluding shares held by certain major shareholders [13][27]. - The cash options will not be traded on the market [14]. Group 3: Shareholder Rights and Responsibilities - Shareholders must ensure that the shares they wish to exercise cash options on are not subject to restrictions such as pledges or freezes [8][22]. - Shareholders holding shares in margin accounts must transfer them to regular accounts before the cash option registration date to be eligible for the cash options [4][23]. - The cash option exercise period will be announced separately, and shareholders must submit their exercise requests during specified trading hours [18][20]. Group 4: Financial Reporting and Compliance - The company was unable to disclose its 2025 semi-annual report on time due to incomplete preparation of previous reports, leading to continued suspension of its stock [34][35]. - The company has faced regulatory scrutiny and has been under risk warning since July 8, 2025, due to failure to disclose required reports [36][37].
*ST天茂: 关于以股东会决议方式主动终止公司股票上市的公告
Zheng Quan Zhi Xing· 2025-08-08 15:17
Core Viewpoint - The company intends to voluntarily terminate its A-share listing on the Shenzhen Stock Exchange through a shareholder resolution, facing significant uncertainties that may impact its operations and shareholder interests [1][2][9]. Group 1: Termination of Listing - The company plans to withdraw its A-share stock from the Shenzhen Stock Exchange and subsequently apply for transfer to the National Equities Exchange and Quotations (NEEQ) for management in the delisting section [2][7]. - The termination of the listing requires approval from more than two-thirds of the voting rights held by shareholders present at the meeting [3][9]. - If the shareholder resolution to terminate the listing is not passed, the company will apply for resumption of trading on the Shenzhen Stock Exchange [2][6]. Group 2: Cash Option for Shareholders - The company will provide a cash option to dissenting shareholders and other shareholders, excluding certain major shareholders, allowing them to receive cash compensation for their shares [4][6]. - The cash option price is set at 1.60 yuan per share, and shareholders must meet specific conditions to exercise this option [5][6]. - The cash option will be available to shareholders who are registered on the equity registration date, which is set for September 2, 2025 [6][7]. Group 3: Future Plans and Stability - After the termination of the listing, the company aims to maintain operational stability and protect shareholder rights, with no current plans for major asset restructuring or re-listing [7][9]. - The company will select a qualified securities firm to assist in the transfer process to the NEEQ [7][9]. - The company has engaged financial and legal advisors to ensure compliance with relevant regulations and to safeguard shareholder interests [9].
*ST天茂: 董事会关于公开征集表决权的公告
Zheng Quan Zhi Xing· 2025-08-08 15:17
Core Viewpoint - The company is actively seeking to collect voting rights from all A-share shareholders for the upcoming extraordinary general meeting, where it will discuss the voluntary termination of its stock listing and amendments to its articles of association [1][2]. Group 1: Voting Rights Collection - The company’s board of directors is the organizer of the voting rights collection, aimed at gathering consent for all agenda items for the extraordinary general meeting scheduled for August 25, 2025 [1][2]. - The collection period for online voting rights is from August 14, 2025, 9:15 AM to August 21, 2025, 3:00 PM, while offline voting rights can be collected daily from August 14 to August 21, 2025, between 9:30 AM and 5:00 PM [2][5]. - The record date for confirming voting rights is set for August 13, 2025 [2]. Group 2: Reasons for Termination - The decision to voluntarily terminate the stock listing is in compliance with relevant laws and regulations, which is believed to benefit the long-term development of the company and the interests of all shareholders [1][2]. Group 3: Procedures for Participation - Shareholders can participate in the voting rights collection through an online platform or by submitting required documents to the board office [3][4]. - The necessary documents for participation include identification proof, shareholding proof, and a signed authorization letter, which must be submitted before the deadline of August 21, 2025, 5:00 PM [5][6]. - A witness lawyer will verify the validity of the submitted documents to ensure compliance with the requirements [5][6]. Group 4: Confidentiality and Compliance - The company assures that it will not misuse the collected voting rights for insider trading or market manipulation, and will maintain confidentiality regarding the voting results until the official announcement [6].
*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].
*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)
Zheng Quan Zhi Xing· 2025-08-08 15:17
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].