000627SZSE

CICC Securities Co., Ltd. Opinion on Tianmao Industrial Group Co., Ltd.'s Voluntary Termination of Listing

*ST Tianmao Co., Ltd.··17 pages

✨ AI Summary

Tianmao Industrial Group Co., Ltd. plans to voluntarily withdraw its A-shares from the Shenzhen Stock Exchange due to significant uncertainties affecting its business structure. CICC Securities has been appointed as the financial advisor for this process. The proposal has been approved by the board and shareholders, with a cash option provided for dissenting shareholders. The termination aims to protect the interests of all shareholders.

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Full Translation

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Important Notice

Tianmao Industrial Group Co., Ltd. intends to voluntarily withdraw its A-shares from trading on the Shenzhen Stock Exchange through a shareholders' resolution and apply to transfer to the delisting section managed by the National Small and Medium Enterprises Share Transfer System after the termination of listing. CICC Securities Co., Ltd. has been entrusted by Tianmao Group to act as the financial advisor for this voluntary termination of listing. In accordance with relevant laws and regulations, and based on industry-recognized business standards and ethical norms, this financial advisor issues its opinion based on diligent investigation. Tianmao Group has declared that it has provided all necessary materials for this financial advisor's opinion, ensuring that the materials are true, accurate, and complete, with no false records, misleading statements, or significant omissions, and it commits to bear full responsibility for the legality, authenticity, and completeness of the provided materials. This financial advisor's opinion is based on the above declaration and publicly available information as of the date of issuance. The financial advisor does not bear any responsibility for unforeseen changes that may occur in the future. This financial advisor's opinion is solely for the use of Tianmao Group's voluntary termination of listing and may not be used for any other purpose. This financial advisor's opinion does not constitute any investment advice for Tianmao Group, and the financial advisor does not bear any responsibility for risks arising from any investment decisions made by investors based on this opinion. The financial advisor urges all investors to carefully read the relevant announcement documents regarding Tianmao Group's voluntary termination of listing.

Table of Contents

  1. Important Notice
  2. Definitions
  3. Introduction
  4. Financial Advisor's Commitment and Declaration
  5. Basic Information of the Listed Company
  6. Plan for Voluntary Termination of Listing
  7. Financial Advisor's Opinion

Section 1: Definitions

In this financial advisor's opinion, unless otherwise specified, the following terms have the following meanings:

  • Tianmao Group, listed company, company refers to Tianmao Industrial Group Co., Ltd.
  • New Liyi Group refers to New Liyi Group Co., Ltd.
  • "Shenzhen Stock Exchange Listing Rules" refers to the "Shenzhen Stock Exchange Listing Rules (2025 Revision)."
  • "This termination of listing" refers to the company's intention to voluntarily withdraw its A-shares from trading on the Shenzhen Stock Exchange through a shareholders' resolution and apply to transfer to the delisting section managed by the National Small and Medium Enterprises Share Transfer System after the termination of listing.
  • CICC Securities, this financial advisor refers to CICC Securities Co., Ltd.
  • This financial advisor's opinion refers to "CICC Securities Co., Ltd. Opinion on Tianmao Industrial Group Co., Ltd.'s Voluntary Termination of Listing."
  • China Securities Regulatory Commission refers to the China Securities Regulatory Commission.
  • Shenzhen Stock Exchange refers to the Shenzhen Stock Exchange.
  • Yuan, ten thousand refers to RMB Yuan, ten thousand.
    Unless otherwise specified, all values in this independent financial advisor report are retained to two decimal places. Any discrepancies between totals and the sum of individual items are due to rounding.

Section 2: Introduction

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 other relevant laws, regulations, and normative documents, Tianmao Group intends to voluntarily withdraw its A-shares from trading on the Shenzhen Stock Exchange through a shareholders' resolution and apply to transfer to the delisting section managed by the National Small and Medium Enterprises Share Transfer System after the termination of listing.

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