Special Reminder:
- 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 actively withdraw its A-share stock from trading on the Shenzhen Stock Exchange by shareholder 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.
- 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 record date, excluding Xinyi Group, Wang Wei, and Liu Yiqian (with restrictions on shares or other rights).
- 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 general meeting of shareholders in 2025. The company will submit an application for the active termination of listing to the Shenzhen Stock Exchange within fifteen trading days after the resolution is made at the shareholders' meeting. 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. Each eligible A-share shareholder will receive one cash option right for every share held that is eligible for cash options, and shareholders can declare to exercise their cash options during the declaration period at the exercise price of 1.60 yuan per share. The company and all members of the board guarantee the truthfulness, accuracy, and completeness of the announcement, with no false records, misleading statements, or significant omissions.
- Shareholders declaring cash options cannot declare for shares that are restricted, frozen, pledged, or otherwise subject to rights restrictions. 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 is completed, the declaration for those shares will be invalidated at the time of such restrictions.
- Investors holding Tianmao Group stock through margin trading accounts and needing to declare cash options must transfer the corresponding shares from their margin accounts to their regular accounts 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 their cash option exercise through their securities accounts 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-style repurchase transactions must also 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.
- The cash option declaration period is from September 15 to September 19, 2025, during trading hours from 9:30 to 11:30 AM and 1:00 to 3:00 PM. Shareholders who receive cash options can declare to exercise their cash options during this period at the exercise price of 1.60 yuan per share, 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 their cash options during the declaration period, they will not receive the corresponding cash compensation.
- As of August 13, 2025, the closing price of Tianmao Group was 1.58 yuan per share, and the cash option exercise price is set at 1.60 yuan per share. Shareholders who effectively declare to exercise their