证券代码：603789 证券简称：*ST 星农 公告编号：2026-008 星光农机股份有限公司 股票可能被终止上市的第二次风险提示公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： 星光农机股份有限公司（以下简称"公司"）于 2025 年 4 月 30 日披露 了《关于实施退市风险警示暨停牌的公告》（公告编号：2025-035），因公司 2024 年度经审计的扣除非经常性损益前后的净利润低者为负值，且扣除与主营 业务无关的业务收入和不具备商业实质的收入后的营业收入低于 3 亿元，公司股 票于 2025 年 5 月 6 日起被实施退市风险警示。若公司 2025 年年度报告出现《上 海证券交易所股票上市规则》第 9.3.7 条规定的情形，公司股票可能被上海证券 交易所终止上市，敬请广大投资者注意投资风险。 公司于2025年4月30日披露了《关于实施退市风险警示暨停牌的公告》（公 告编号：2025-035），因公司2024年度经审计的扣除非经常性损益前后的净利润 低者为负值，且扣除与主营业务无关的业务收入和不具备 ...

证券代码：603789 证券简称：*ST 星农 公告编号：2026-007 星光农机股份有限公司 关于完成工商变更登记的公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 星光农机股份有限公司（以下简称"公司"）于2025年4月28日召开第五届董 事会第十次会议，审议通过了《关于回购注销激励对象已获授但尚未解除限售的 部分限制性股票的议案》，鉴于《星光农机股份有限公司2023年限制性股票激励 计划》激励对象中2人因个人原因主动离职，不再符合激励对象条件，同时，首 次及预留授予限制性股票的第二个解除限售期公司层面业绩考核未达标，公司董 事会同意对所有激励对象（即首次授予和预留授予限制性股票的激励对象）已获 授但尚未解除限售的合计5,236,800股限制性股票进行回购注销。根据公司2023 年第二次临时股东大会的授权，本次回购注销部分限制性股票已授权董事会办理。 具体内容详见公司于2025年4月30日在上海证券交易所网站 (www.sse.com.cn)披 露的相关公告。 2026年2月3日，公司在上海证券交易所网站 (www. ...

Core Viewpoint - The A-share market is experiencing a critical phase where companies are engaging in various actions to avoid delisting due to financial indicators, particularly focusing on achieving revenue above 300 million yuan or turning losses into profits, as well as correcting negative net assets [1][2]. Group 1: Financial Indicators and Delisting Risks - The new "National Nine Articles" implemented in January 2025 raised the revenue threshold for delisting from 100 million yuan to 300 million yuan, allowing companies that can exceed this revenue to avoid delisting risks [5]. - Companies like *ST Jinglun and *ST Dongjing are attempting to cross the delisting threshold through various strategies, including revenue boosts, mergers, and asset disposals [2][6]. Group 2: Company Strategies for Survival - *ST Jinglun is trying to incorporate new business lines into its main revenue streams, but faced challenges with revenue recognition for its new server business, leading to a significant reduction in reported revenue [7][8]. - *ST Dongjing reported an expected revenue increase to between 340 million and 370 million yuan, aided by new business ventures, although it still anticipates losses [9][10]. Group 3: Mergers and Acquisitions - Mergers and acquisitions are being utilized by companies like *ST Huazhong and *ST Huike to surpass financial thresholds, with *ST Huazhong projecting a turnaround in profitability due to its acquisition of a controlling stake in Zhejiang Zhuangchen [12][13]. - *ST Huike's acquisition of a 51% stake in Nanjing Yizhengtong is also noted as a strategy to meet revenue requirements, despite market skepticism regarding its financial health [13]. Group 4: Asset Restructuring and Debt Relief - Several companies are opting for asset disposals to improve their financial standings, with *ST Zhongdi successfully turning its net assets positive through significant asset restructuring [16][17]. - Companies like *ST Nanzhi and *ST Lvkang have also engaged in asset sales to achieve similar outcomes, with *ST Nanzhi transferring real estate assets to improve its equity position [17]. Group 5: Bankruptcy and Debt Waivers - Bankruptcy restructuring has emerged as a key strategy for survival, with companies like *ST Dongyi successfully completing their restructuring plans and improving their financial positions [18]. - Debt waivers from major shareholders or creditors have been reported by several companies, allowing them to quickly enhance their net asset status [18].

Core Viewpoint - The A-share market is witnessing a critical "survival race" as companies face delisting risks due to financial indicators set by the new "National Nine Articles," which include negative profit totals, net profits, and insufficient revenue [2][4]. Group 1: Companies Facing Delisting Risks - *ST Jinglun is experiencing a severe decline, with nine consecutive trading days of limit-down, and a significant drop in trading volume to less than 5 million yuan, as it faces delisting expectations [2]. - Other companies like *ST Dongjing and *ST Huarong are attempting various strategies such as asset restructuring and debt waivers to avoid delisting, focusing on key financial indicators like revenue exceeding 300 million yuan or turning net assets positive [2][4]. Group 2: Financial Performance and Strategies - The new regulations increased the revenue threshold for delisting from 100 million yuan to 300 million yuan, prompting companies to strive for this new target to avoid delisting risks [4]. - *ST Jinglun is attempting to incorporate new business lines into its main revenue stream, while *ST Dongjing is projecting a revenue increase to between 340 million and 370 million yuan, surpassing the 300 million yuan threshold [6][8]. Group 3: Specific Company Actions - *ST Jinglun's revenue forecast for 2025 is approximately 338 million yuan, but after excluding non-core business income, the adjusted revenue is only about 86.22 million yuan, indicating a failure to turn a profit [6][7]. - *ST Huarong expects to achieve a net profit of between 6.5 million and 8 million yuan for 2025, aided by a 30% increase in revenue from its subsidiary, which it acquired a larger stake in [10]. Group 4: Market Reactions and Future Outlook - The market is closely monitoring companies that have narrowly met the revenue thresholds, with concerns about the sustainability of these figures and the potential for revenue adjustments post-audit [11][12]. - Companies are increasingly resorting to mergers and acquisitions as a strategy to enhance their financial performance and meet the new revenue requirements [10][15].

Core Viewpoint - The company, Star Agricultural Machinery Co., Ltd., is implementing a buyback and cancellation of 5,236,800 restricted stocks due to the departure of two incentive targets and failure to meet performance assessment criteria for the second unlock period of the stock incentive plan [2][4][5]. Group 1: Buyback and Cancellation Reasons - The buyback is based on the company's 2023 Restricted Stock Incentive Plan, where two incentive targets have left the company and no longer meet the criteria [2][4]. - The performance assessment for the second unlock period was not met, requiring the company to buy back 5,214,600 shares from remaining incentive targets [5]. Group 2: Details of the Buyback - The decision for the buyback was approved in meetings held on April 28, 2025, and authorized by the company's second extraordinary general meeting of 2023 [3]. - The buyback involves a total of 108 incentive targets, with 22,200 shares from the two departed targets and 5,124,600 shares from the remaining targets [5]. Group 3: Share Structure Changes - Following the buyback, the company's total share capital will decrease from 270,451,400 shares to 265,214,600 shares [6]. - The remaining restricted stocks after the buyback will total 5,214,600 shares [5]. Group 4: Legal Compliance and Commitments - The company assures that the buyback process complies with relevant laws and regulations, and has disclosed all necessary information to the incentive targets [8][9]. - The company commits to bear any legal responsibilities arising from disputes related to the buyback [8].

上海市通力律师事务所 关于星光农机股份有限公司 2023 年限制性股票激励计划回购注销部分限制性股票实施情况 的法律意见书 致:星光农机股份有限公司 敬启者: 上海市通力律师事务所(以下简称"本所")受星光农机股份有限公司(以下简称"星光 农机"或"公司")委托,指派蔡若思律师、刘禹萧律师(以下简称"本所律师")作为公司特 聘专项法律顾问,根据《中华人民共和国公司法》(以下简称"《公司法》")、《中华人民共 和国证券法》(以下简称"《证券法》")、中国证券监督管理委员会发布的《上市公司股权激 励管理办法》(以下简称"《管理办法》")等法律、行政法规和其他规范性文件(以下简称"法 律、法规和规范性文件")和《星光农机股份有限公司 2023年限制性股票激励计划》(以下 简称"《2023年激励计划》")的有关规定,就公司 2023年限制性股票激励计划(以下简称"本 次激励计划")回购注销部分限制性股票(以下简称"本次回购注销")有关事项,出具本法律 意见书。 为出具本法律意见书,本所律师已对公司向本所提交的有关文件、资料进行了必要的核 查和验证。 本所在出具本法律意见书之前已得到公司如下保证:(1)其已向本所提供了 ...

证券代码：603789 证券简称：*ST 星农 公告编号：2026-006 星光农机股份有限公司 关于股权激励限制性股票回购注销实施公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述或者 重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： | 回购股份数量（股） | 注销股份数量（股） | 注销日期 | | | | | --- | --- | --- | --- | --- | --- | | 5,236,800 | 5,236,800 | 年 月 2026 | 2 | 5 | 日 | 一、本次限制性股票回购注销的决策与信息披露 2025 年 4 月 28 日召开第五届董事会第十次会议和第五届监事会第八次会议，审 议通过了《关于回购注销激励对象已获授但尚未解除限售的部分限制性股票的议案》。 该事项已得到公司 2023 年第二次临时股东大会的授权，无需提交股东大会审议。上 海市通力律师事务所对此事项出具了相应的法律意见书。具体内容详见公司于 2025 年 4 月 30 日在上海证券交易所网站（www.sse.com.cn）披露的《关于回购注销激励 对象已获授但尚未解 ...

Core Viewpoint - *ST Xingnong is facing significant financial challenges, with projected losses for 2025 and potential delisting risks due to financial indicators [2][4]. Trading Information Summary - As of January 30, 2026, *ST Xingnong's stock closed at 5.82 yuan, down 0.17%, with a turnover rate of 1.52%, trading volume of 39,600 shares, and a transaction value of 22.9765 million yuan [1]. - On the same day, the net inflow of main funds was 1.1996 million yuan, accounting for 5.22% of the total transaction value, while retail investors experienced a net outflow of 0.6656 million yuan, representing 2.9% of the total transaction value [1]. Performance Disclosure Highlights - *ST Xingnong forecasts a full-year 2025 operating revenue of 310 million to 350 million yuan, with a net loss attributable to shareholders ranging from 90 million to 135 million yuan [2]. - The company anticipates a total profit loss of 100 million to 70 million yuan for 2025, with a net profit attributable to the parent company expected to be between -135 million and -90 million yuan [2]. - The expected net asset value by the end of 2025 is projected to be between 100 million and 150 million yuan [2]. Company Announcement Summary - Due to financial indicators triggering delisting risk warnings for the 2024 fiscal year, *ST Xingnong's stock has been designated as ST [2][4]. - If the 2025 annual report continues to meet the criteria for delisting as per the Shanghai Stock Exchange regulations, the company's stock may face termination of listing [2][4]. - The company is currently under investigation by the China Securities Regulatory Commission since September 2025, with ongoing audit work and no final audit opinion yet formed [3].

Core Viewpoint - *ST Xingnong is facing significant financial challenges, with projected losses for 2025 and potential delisting risks due to financial indicators [1][2][3] Financial Performance Summary - The company expects a net profit loss of between 1.5 billion to 2.2 billion yuan for the year 2025, with total revenue projected to be between 3.5 billion to 4 billion yuan [1][5] - The anticipated net profit attributable to the parent company is expected to be between 900 million to 1.35 billion yuan, with a net profit loss after deducting non-recurring gains and losses estimated at 1.5 billion to 2.2 billion yuan [2][3] - The expected operating revenue is projected to be between 3.1 billion to 3.5 billion yuan after excluding non-main business income [1][2] Stock and Market Position - As of January 30, 2026, *ST Xingnong's stock closed at 5.82 yuan, reflecting a 4.68% increase from the previous week, with a total market capitalization of 1.574 billion yuan [1] - The company ranks last in the specialized equipment sector and is positioned 5163 out of 5184 in the A-share market [1] Regulatory and Audit Status - The company is under a delisting risk warning due to financial indicators for the fiscal year 2024, and its stock may be terminated from listing if the 2025 annual report triggers specific regulations [2][3] - The company is currently under investigation by the China Securities Regulatory Commission, and the final audit opinion is still pending [2][3]

Core Viewpoint - The company, Xingguang Agricultural Machinery Co., Ltd., is at risk of being delisted due to negative financial performance, specifically a projected net loss for the fiscal year 2025 [2][3][11]. Group 1: Reasons for Potential Delisting - The company was placed under delisting risk warning on May 6, 2025, due to its audited net profit being negative and its operating revenue falling below 300 million yuan after excluding non-core business income [2][3]. - According to the Shanghai Stock Exchange Listing Rules, the company may face delisting if its 2025 annual report meets certain negative criteria, including receiving a qualified or adverse audit opinion [3][21]. - The company has issued its first risk warning announcement regarding potential delisting, urging investors to be cautious [5]. Group 2: Financial Performance Forecast - Preliminary estimates indicate that the company expects a total profit loss of between 70 million yuan and 100 million yuan for 2025, with a net profit attributable to shareholders projected to be between -135 million yuan and -90 million yuan [7][11]. - The expected operating revenue for 2025 is estimated to be between 350 million yuan and 400 million yuan, with core business revenue projected to be between 310 million yuan and 350 million yuan [7][14]. - The anticipated net assets at the end of 2025 are expected to range from 100 million yuan to 150 million yuan [7][14]. Group 3: Historical Financial Context - In the previous year, the company reported a total profit loss of 168.39 million yuan and a net profit loss attributable to shareholders of 174.64 million yuan [16]. - The operating revenue for the previous year was 269.39 million yuan, with core business revenue at 256.37 million yuan [17]. Group 4: Business Challenges - The company has faced high comprehensive costs, particularly in the agricultural machinery sector, which has been affected by industry fluctuations and market competition [19]. - The introduction of new business segments has not yet compensated for losses in the agricultural machinery sector, leading to overall financial losses [19].