Core Viewpoint - Tianmao Group will withdraw its A-share listing on the Shenzhen Stock Exchange due to significant uncertainties and business restructuring, with plans to transfer to a delisted segment managed by the stock transfer system [1][2] Group 1: Delisting Reasons and Mechanism - The company cites major uncertainties impacting its operations as the reason for the voluntary delisting [2] - A dissenting shareholder protection mechanism will be established, allowing certain shareholders to exercise a cash option at a price of 1.6 CNY per share [2] - The controlling entity, Weituo Hongcheng, will need to allocate approximately 2.607 billion CNY if all eligible shareholders accept the cash option [2] Group 2: Company Background and Financial Performance - Tianmao Group was established in the 1990s and gained control by Liu Yiqian in 2002, subsequently acquiring a majority stake in Guohua Life Insurance [2] - Over 90% of Tianmao Group's revenue is derived from Guohua Life Insurance, which has faced declining investment returns [2] - As of the end of 2023, Guohua Life's trust plan investment balance was 48.584 billion CNY, while its premium income was only 40.378 billion CNY, indicating a reliance on trust plans for investment [2]

Core Viewpoint - Tianmao Group plans to voluntarily withdraw its A-shares from trading on the Shenzhen Stock Exchange due to significant uncertainties related to its business restructuring, aiming to protect the interests of minority shareholders [1] Group 1: Shareholder Protection Mechanism - The company will provide a cash option to dissenting shareholders as a protective measure, in compliance with the Shenzhen Stock Exchange rules [2] - All A-shareholders, except for specific individuals, will be offered a cash option on their shares, excluding those with restrictions [2][3] - The cash option allows shareholders to receive a cash payment of 1.60 yuan per share, which represents a premium of approximately 10.34% over the last closing price before the board's decision [7] Group 2: Cash Option Implementation - Shareholders must meet specific conditions to exercise the cash option, including transferring shares from margin accounts to regular accounts before the option's implementation date [5][6] - The cash option is not mandatory; shareholders can choose to accept or decline it, maintaining their rights to hold shares [7][8] - The cash option's registration date is set for September 2, 2025, subject to adjustments by the board [6] Group 3: Opinions from Intermediaries - Financial advisors affirm that the company's plan to withdraw from the exchange aligns with regulatory requirements and adequately addresses dissenting shareholders' rights [9] - Legal advisors confirm that the internal decision-making process for the withdrawal has been properly executed and complies with relevant laws [9]