Special Reminder:
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Due to Tianmao Group's planned business restructuring, which faces significant uncertainties that may have a major impact on the company, Tianmao Group intends to voluntarily withdraw its A-share stock listing on the Shenzhen Stock Exchange by shareholder resolution. After the stock is delisted, the company will apply for transfer to the delisting section managed by the National Small and Medium Enterprises Share Transfer System Co., Ltd.
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To fully protect the interests of investors, the company will initiate a protection mechanism for dissenting shareholders and other shareholders. Jingmen Weituo Hongcheng Management Partnership (Limited Partnership) will provide cash options to all A-share shareholders registered on the cash option equity registration date, excluding Xinyi Group, Wang Wei, and Liu Yiqian (limited sale or rights-restricted shares, etc.).
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The company's stock (abbreviated as *ST Tianmao, stock code: 000627) has been continuously suspended from trading since the market opened on August 14, 2025. This voluntary termination of the company's stock listing has been approved by the company's first extraordinary general meeting of shareholders in 2025. The company will submit a voluntary termination application to the Shenzhen Stock Exchange within 15 trading days after the shareholder meeting makes the termination resolution. The company's 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. Eligible A-share shareholders will receive one cash option right for each share entitled to exercise the cash option, and shareholders who obtain cash option rights may 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 cash options for shares that are limited in sale, have been frozen, pledged, or are otherwise restricted in rights. The upper limit of the number of shares declared by shareholders is the number of shares held in their accounts that are not subject to restrictions as of the close of trading on the cash option implementation equity registration date. If the shares declared for exercising cash options are restricted, frozen, pledged, or subject to third-party rights after the declaration is completed, the cash option declaration for that portion of shares will be invalid from the time the restrictions, freezing, pledging, or third-party rights occur. Investors holding Tianmao Group stock through margin trading accounts and needing to declare cash options must transfer the corresponding shares from the margin account to their corresponding ordinary securities account no later than the cash option equity registration date. On the cash option distribution date, the cash options corresponding to those shares will be distributed to the investor's securities account, and investors must declare the exercise of cash options through their securities accounts on the declaration date. Investors who have conducted repurchase agreements and need to declare cash options must complete the early repurchase procedures no later than the trading day before the cash option equity registration date. Investors participating in stock pledge-style repurchase transactions and needing to declare cash options must complete early repurchase procedures no later than the cash option equity registration date.
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Shareholders who obtain cash options may declare to exercise the cash options in full or in part during the declaration period (specific dates to be announced separately) from 9:30 AM to 11:30 AM and from 1:00 PM to 3:00 PM, based on the cash option exercise price, 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 to exercise cash options during the declaration period, they will not be able to obtain the corresponding cash consideration.