Special Reminder:
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Due to Tianmao Group's intention to adjust its business structure, it faces significant uncertainties that may have a major impact on the company. In accordance with the Shenzhen Stock Exchange Listing Rules and relevant laws and regulations, Tianmao Group plans to voluntarily withdraw its A-share stock from trading on the Shenzhen Stock Exchange by shareholders' meeting resolution and will apply to transfer to the delisting section managed by the National Small and Medium Enterprises Share Transfer System after the stock is delisted.
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To fully protect the interests of investors, the company will initiate a dissenting shareholder and other shareholder protection mechanism, providing cash options to all A-share shareholders registered on the cash option record date, excluding Xinyi Group, Wang Wei, and Liu Yiqian (limited sale or shares with rights restrictions excluded).
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The company's stock (*ST Tianmao, stock code: 000627) has been continuously suspended from trading since the market opened on August 14, 2025. The decision to voluntarily terminate the stock listing has been approved by the company's first extraordinary shareholders' meeting in 2025. The company will submit an application for voluntary termination of listing to the Shenzhen Stock Exchange within fifteen trading days after the shareholders' meeting makes the termination resolution. The stock will enter the cash option distribution, exercise declaration, and settlement phase, and will no longer be traded. Investors are advised to pay attention to investment risks. Each eligible A-share shareholder will receive one cash option right for every share held, and shareholders can declare to exercise the cash option during the declaration period at the exercise price of 1.60 yuan per share. The company and all members of the board guarantee the authenticity, accuracy, and completeness of the announcement content, with no false records, misleading statements, or significant omissions.
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Shareholders declaring cash options cannot declare options for shares that are subject to restrictions, have been frozen, pledged, or have other rights limitations. The maximum number of shares a shareholder can declare is the number of shares held in their account that are not subject to restrictions, pledges, judicial freezes, or other rights limitations as of the close of trading on the cash option record date. If shares declared for cash options are subsequently restricted, frozen, pledged, or subject to third-party rights after the declaration is completed, the cash option declaration for those shares will be invalidated from the time the restrictions, freezes, pledges, or third-party rights occur. Investors holding Tianmao Group stock through margin accounts and needing to declare cash options must transfer the corresponding shares from the margin account to their regular securities account no later than the cash option record date. On the cash option distribution date, the corresponding cash options will be distributed to the investor's securities account, and investors must declare the exercise of cash options through their securities account on the declaration date. Investors engaged in repurchase agreements must complete early repurchase procedures no later than the trading day before the cash option record date. Investors participating in stock pledge repurchase transactions must complete early repurchase procedures no later than the cash option record date.
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Shareholders who receive cash options can declare to exercise their cash options in full or in part during the declaration period (specific dates to be announced) from 9:30 AM to 11:30 AM and from 1:00 PM to 3:00 PM, transferring their shares to the cash option provider, Jingmen Weituo Hongcheng Management Partnership (Limited Partnership). If eligible A-share shareholders do not declare or effectively declare the exercise of cash options during the declaration period, they will not be able to obtain the corresponding cash consideration.