封图 |AI生成 2025.09.05 根据方案中"异议股东及其他股东保护机制"内容，刘益谦方面为*ST天茂股东提供了现金选择权，行权 价格为1.60元/股，预计耗资不超过26.06亿元。 微信编辑| 夏木 本文字数：437，阅读时长大约1分钟 作者 |第一财经 魏中原 9月4日晚，天茂集团发布公告称，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，并 在股票终止上市后申请转入全国中小企业股份转让系统有限责任公司代为管理的退市板块转让。本次主 动终止上市尚需取得深交所终止股票上市的决定。 对于主动退市原因，*ST天茂表示，因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。 年报"难产"是天茂集团此次主动退市的导火索。按照规定，被实施退市风险警示之日（7月7日）起的两 个月内仍无法披露2024年年报，天茂集团股票将被终止上市。 （注：我们会对线索进行核实。您的隐私将严格保密。） 第一财经持续追踪财经热点。若您掌握公司动态、行业趋势、金融事件等有价值的线索，欢迎提供。专 用邮箱：bianjibu@yicai.com ...

Core Viewpoint - *ST Tianmao (000627) has taken a significant step towards voluntary delisting by passing a resolution at the 2025 first extraordinary general meeting of shareholders to terminate its stock listing on the Shenzhen Stock Exchange [1][3]. Group 1: Delisting Process - The company will submit a voluntary delisting application to the Shenzhen Stock Exchange within fifteen trading days after the shareholders' meeting decision [1][6]. - The stock will enter a phase of cash option distribution, exercise declaration, and settlement, and will no longer be traded [1][6]. Group 2: Shareholder Approval - The resolution to terminate the stock listing was approved by 4.18 billion shares, accounting for 98.0562% of the valid voting rights present at the meeting [3][6]. - Among minority shareholders, 905 million shares voted in favor, representing 91.6191% of the valid voting rights [3][6]. Group 3: Financial Performance and Reporting Issues - The company has been experiencing continuous performance decline and is currently in a loss-making state, with difficulties in annual report disclosures [2][8]. - The company faced significant delisting pressure due to the failure to disclose the 2024 annual report and the 2025 first-quarter report within the legal timeframe [8]. Group 4: Regulatory Actions - The company received a notice from the China Securities Regulatory Commission regarding an investigation for failing to disclose periodic reports on time [9]. - The company’s proactive delisting is seen as a measure to protect the interests of minority shareholders amid ongoing operational uncertainties [8]. Group 5: Industry Context - Other companies in the A-share market, such as AVIC Capital (600705) and Yulong Co. (601028), have also voluntarily delisted due to significant operational uncertainties, including deteriorating performance and liquidity pressures [10].

Core Viewpoint - *ST Tianmao, controlled by Liu Yiqian, plans to voluntarily delist after facing difficulties in disclosing its annual report and being warned of delisting risks, with the proposal passing at a shareholder meeting with 98.0562% approval [1][5]. Group 1: Shareholder Meeting Details - The shareholder meeting held on August 25 lasted over two hours, with significant attendance from minority shareholders, some traveling long distances to participate [1][2]. - A total of 6,901 shareholders participated, with 17 attending in person and 6,892 voting online, representing over 42 billion shares, or 85.6420% of the voting rights [3]. - Despite concerns raised by minority shareholders regarding the delayed annual report and the company's operational status, the management did not provide substantial responses [3][4]. Group 2: Delisting Proposal and Voting Results - The proposal for voluntary delisting required approval from more than two-thirds of the attending shareholders, which was achieved with 41.80 billion shares voting in favor, equating to 98.0562% of the votes [5]. - Among minority shareholders, 9.05 billion shares voted in favor, representing 91.6191% of their voting rights [5]. Group 3: Shareholder Concerns - Minority shareholders expressed concerns about the cash option's exercise price of 1.60 CNY per share, which is approximately 36% of the company's net asset value of 4.41 CNY per share, indicating a significant discount [4]. - There were allegations that the company had pressured shareholders to vote in favor of the delisting proposal prior to the meeting, although this was not confirmed by the company [2].

Core Viewpoint - *ST Tianmao has made significant progress in its voluntary delisting process, with shareholders overwhelmingly approving the proposal to terminate the company's stock listing at a meeting held on August 25, 2023 [2][5]. Group 1: Shareholder Meeting and Voting Results - At the extraordinary shareholder meeting on August 25, 2023, 98.06% of attending shareholders voted in favor of the proposal to voluntarily terminate the company's stock listing [5]. - Among small investors (those holding less than 5% of shares), the approval rate was 91.62%, indicating strong support for the delisting [5][9]. Group 2: Delisting Process and Cash Option - Following the shareholder resolution, *ST Tianmao will submit an application for voluntary delisting to the Shenzhen Stock Exchange within fifteen trading days [5]. - The last trading day for *ST Tianmao was August 13, 2023, and over 110,000 shareholders will have the option to receive a cash payout of 1.60 CNY per share [5]. - The cash option will cost approximately 2.607 billion CNY based on the total shares held by eligible shareholders [7]. Group 3: Reasons for Delisting - The company cited significant uncertainties and the need for business restructuring as reasons for the voluntary delisting, aiming to protect the interests of small shareholders [7]. - *ST Tianmao has been facing the risk of forced delisting due to its failure to disclose required financial reports, leading to a suspension of trading since May 6, 2023 [10][11]. Group 4: Market Reaction - Since the announcement of the voluntary delisting, *ST Tianmao's stock has seen a cumulative increase of nearly 9% over three consecutive trading days, with the last closing price at 1.58 CNY per share, slightly below the cash option price [8].

Core Viewpoint - *ST Tianmao plans to voluntarily withdraw its A-shares from the Shenzhen Stock Exchange and transfer to the National Equities Exchange and Quotations (NEEQ) after delisting, with a shareholder meeting scheduled for August 25, 2025, to vote on this decision [1][6]. Summary by Sections Company Announcement - On August 13, *ST Tianmao announced its decision to withdraw its A-shares from trading, with the stock suspension starting on August 14, 2025, following the shareholder meeting [1][2]. - The company aims to protect minority shareholders' interests by implementing a cash option for eligible shareholders at a price of 1.60 yuan per share, contingent on the approval of the delisting proposal [4][6]. Business Structure Adjustment - The company is undergoing a business structure adjustment due to significant uncertainties that may impact its operations, prompting the decision to withdraw from the stock exchange [4][7]. - The company has faced challenges in disclosing its 2024 annual report and 2025 Q1 report, leading to a risk of delisting [7][8]. Stock Performance - Following the announcement of the delisting plan, *ST Tianmao's stock hit the daily limit up on August 11, with a cumulative increase of nearly 9% over three trading days, closing at 1.58 yuan per share [4][6]. Regulatory Issues - The company is under investigation by the China Securities Regulatory Commission (CSRC) for failing to disclose periodic reports on time, which has contributed to its current delisting crisis [7][8].