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 substantial impact on the company. In accordance with the Shenzhen Stock Exchange Listing Rules and relevant laws and regulations, Tianmao Group plans to actively withdraw its A-share stock from trading on the Shenzhen Stock Exchange by shareholders' meeting resolution and will apply for 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 investors' interests, 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 (with restrictions on shares or other rights).
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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. The decision to actively terminate the company's stock listing has been approved by the company's first extraordinary shareholders' meeting in 2025. The company will submit an application for active termination of listing to the Shenzhen Stock Exchange within fifteen trading days after the shareholders' 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 every share they hold, and they 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, with no false records, misleading statements, or significant omissions.
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Shareholders declaring cash options cannot declare options on shares that are restricted, frozen, pledged, or otherwise subject to rights limitations. The maximum number of shares a shareholder can declare is limited to the number of shares held in their account that are not subject to restrictions 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, the cash option declaration for those shares will be invalidated.
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Investors holding Tianmao Group stock through margin trading accounts and needing to declare cash options must transfer the corresponding shares to their regular securities accounts by the cash option record date. On the cash option distribution date, the corresponding cash options will be distributed to the investors' securities accounts, and they must declare the exercise of cash options through their securities accounts on the declaration date. Investors engaged in repurchase agreements must complete early repurchase procedures by the trading day before the cash option record date. Investors participating in stock pledge repurchase transactions must complete early repurchase procedures by the cash option record date. After the company's stock enters the delisting section, investors in the Shenzhen Stock Connect may be unable to transfer their stocks, and they are advised to pay attention to investment risks.
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Shareholders entitled to cash options may declare to exercise their options 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, 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 their cash options during the declaration period, they will not receive the corresponding cash compensation.