岭南生态文旅股份有限公司 关于股东部分股份被第二次司法拍卖的进展公告 股东尹洪卫、中山华盈产业投资合伙企业（有限合伙）及其一致行动人中山火 炬华盈投资有限公司保证向本公司提供的信息内容真实、准确和完整，没有虚假记 载、误导性陈述或重大遗漏。本公司及董事会全体成员保证公告内容与信息披露义 务人提供的信息一致。 岭南生态文旅股份有限公司（以下简称"公司"）于 2025 年 10 月 18 日披露了 《关于股东部分股份将被变卖及第二次司法拍卖的公告》，公司持股 5%以上股东尹 洪卫先生所持公司无限售条件流通股合计 20,000,000 股股份（占公司总股本的 1.10%） 被广东省东莞市中级人民法院于 2025 年 10 月 27 日 14:00 时至 2025 年 10 月 28 日 14:00 时在京东网络司法拍卖平台上进行第二次司法拍卖。本次拍卖已按期进行，现 将本次司法拍卖结果公告如下： 一、本次司法拍卖的进展情况 根据京东网络司法拍卖平台公布的《成交确认书》，具体情况如下： 证券代码：002717 证券简称：ST 岭南 公告编号：2025-123 | 序号 | 竞买人 | 竞买号码 | 标的股数（股） | ...

Core Points - ST Lingnan's stock price closed at 1.85 yuan on October 27, 2025, down 2.12% with a turnover rate of 14.98% and a trading volume of 2.42 million shares, amounting to a transaction value of 449 million yuan [1] Trading Information Summary - On October 27, 2025, the net outflow of main funds was 53.59 million yuan, while retail investors saw a net inflow of 32.62 million yuan [1][3] Company Announcement Summary - ST Lingnan's stock experienced an abnormal fluctuation with a cumulative price deviation exceeding 12% from October 22 to 24, 2025. The company confirmed that previous disclosures were accurate and that there were no undisclosed matters. The company and its former controlling shareholder, Yin Hongwei, are under investigation by the China Securities Regulatory Commission for information disclosure violations. Yin Hongwei's shares, totaling 100 million shares, have been judicially auctioned, reducing his holding from 14.71% to 11.42% [1] - The subsidiary, Shanghai Hengrun Digital Technology Group Co., Ltd., has been accepted for bankruptcy liquidation by the court. Since April 30, 2025, the company's stock has been subject to other risk warnings, with major bank accounts frozen and an internal control audit report indicating a negative opinion, highlighting uncertainties regarding the company's ability to continue operations. The company is facing multiple overdue debts and may encounter lawsuits and asset freezes [1]

Market Overview - As of October 27, the Shanghai Composite Index closed at 3996.94 points, with an increase of 1.18% [1] - The Shenzhen Component Index closed at 13489.40 points, up by 1.51% [1] - The ChiNext Index closed at 3234.45 points, rising by 1.98% [1] Trading Activity - A total of 2530 stocks saw an increase in average transaction volume, with 78 stocks experiencing a growth of over 50% [1] - 2034 stocks reported a decrease in average transaction volume [1] - Notable stocks with significant increases in transaction volume include Xinri Co., Haomai Technology, and Changbao Co. [1] Individual Stock Performance - Xinri Co. reported a daily increase of 10.02% with an average transaction volume of 1456 shares, showing a 253.73% increase [1] - Haomai Technology increased by 10.01% with an average transaction volume of 784 shares, reflecting a 206.77% increase [1] - Changbao Co. rose by 9.95% with an average transaction volume of 2716 shares, marking a 197.17% increase [1] - Tianyi Medical saw a significant increase of 20.00% with an average transaction volume of 575 shares, up by 153.85% [1] Active Stocks by Transaction Count - Geer Software had a notable increase in transaction count, rising by 3312.09% with 106,389 transactions [2] - Huajian Group experienced a decrease of 9.99% but had a transaction count increase of 1338.50% with 220,091 transactions [2] - Shanghai Port Bay reported a 1.59% increase with 41,109 transactions, reflecting a 723.50% increase [2] Summary of Notable Stocks - Tianyi Medical, Wanlang Magnetic Plastic, and Jialan Technology all reported significant increases in both transaction volume and count, indicating heightened trading activity [1][2] - Stocks like Xinyuan Co. and Juzhu Co. also showed substantial increases in transaction metrics, suggesting potential investment interest [1][2]

Core Viewpoint - ST Lingnan is pursuing legal action against its former actual controller and current co-chairman, Yin Hongwei, for the recovery of misappropriated funds amounting to 142 million yuan, which has raised concerns about the company's financial stability and governance issues [2][3][5]. Financial Issues - The company reported cumulative losses exceeding 3.63 billion yuan over the past three years, with net losses of 1.55 billion yuan in 2022, 1.09 billion yuan in 2023, and 984 million yuan in 2024 [5][6]. - As of the end of 2024, ST Lingnan's accounts receivable stood at 2.26 billion yuan, indicating significant challenges in cash flow and collection [6]. Legal Proceedings - The case against Yin Hongwei has been officially accepted by the court, with the amount in question being 142 million yuan plus associated losses due to fund occupation [2][3]. - Yin Hongwei's personal assets are uncertain, raising doubts about the recovery of the owed amount [4][5]. Governance and Compliance - The company has faced scrutiny from the China Securities Regulatory Commission for suspected violations of information disclosure, which is believed to be linked to the fund misappropriation case [5]. - Internal control issues have been highlighted, with auditors issuing negative opinions on the company's internal controls due to the misappropriation of funds [3][5]. Shareholder Impact - Following the misappropriation, Yin Hongwei's shareholding has been significantly affected, with 208 million shares frozen and 100 million shares recently auctioned off, reducing his stake from 14.71% to 11.42% [4][5].

Core Insights - ST Lingnan has hit the daily limit down, closing at 1.71 yuan, with a decline of 1.06%, resulting in a total market capitalization of 3.404 billion yuan and a circulating market value of 3.020 billion yuan, with a total transaction amount of 164 million yuan as of the report date [1] Group 1: Company-Specific Issues - The company is facing systemic operational and financial crises, including debt defaults, doubts about its ability to continue operations, ongoing litigation, and deteriorating asset quality. Overdue debts amount to 2.388 billion yuan, with total guarantees reaching 527% of net assets, and convertible bonds are in default. The auditing firm has issued a negative opinion on the company's ability to continue as a going concern, and revenue has decreased by 70.79% year-on-year, severely impacting market confidence [2] - The company belongs to the infrastructure sector, which recently saw the addition of a "previous day's limit up" concept on October 25, 2025. However, the sustainability of this concept is questionable, and given the numerous issues facing ST Lingnan, it is unlikely to maintain its stock price based on this concept alone [2] Group 2: Market and Industry Environment - The company's ESG rating has declined, reflecting poor performance in environmental, social, and governance aspects, which negatively affects market confidence in its long-term development. This is particularly significant as investors increasingly prioritize sustainable development [2] - Recent data from October 24, 2025, indicates a significant outflow of funds, with total purchases at 40.4711 million yuan and total sales at 69.6973 million yuan, suggesting that market leaders are not optimistic about the company's short-term performance. This outflow may further pressure the stock price, leading to the limit down [2]

Core Viewpoint - The stock of Lingnan Ecological Culture and Tourism Co., Ltd. (ST Lingnan) experienced abnormal trading fluctuations, with a cumulative closing price increase exceeding 12% over three consecutive trading days from October 22 to October 24, 2025 [2] Group 1: Stock Trading Abnormalities - The stock price of ST Lingnan showed a significant increase, leading to an investigation by the Shenzhen Stock Exchange due to abnormal trading behavior [2] - The company confirmed that it had received a notice from the China Securities Regulatory Commission (CSRC) regarding an investigation into potential information disclosure violations [3][4] Group 2: Company Verification and Shareholder Actions - The company conducted a verification process involving major shareholders and management, confirming that no undisclosed significant matters existed that could affect stock trading [6][7] - The company disclosed that its former controlling shareholder, Yin Hongwei, had shares amounting to 100 million (5.50% of total shares) that were successfully auctioned off, with part of the shares transferred on October 22 and 23, 2025 [4] Group 3: Financial and Operational Status - The company’s subsidiary, Shanghai Hengrun Digital Technology Group Co., Ltd., has been accepted for bankruptcy liquidation by the court [5] - The company has faced financial difficulties, including overdue debts and a negative net profit for three consecutive years, which has raised concerns about its ongoing viability [8][9]

证券代码：002717 证券简称：ST 岭南 公告编号：2025-122 岭南生态文旅股份有限公司 关于公司股价异动的公告 本公司及董事会全体成员保证信息披露的内容真实、准确和完整，没有虚假 记载、误导性陈述或重大遗漏。 一、股票交易异常波动的情况 4. 公司于 2025 年 10 月 25 日披露《关于股东股份被司法拍卖部分完成过户暨 股东权益变动触及 1%及 5%整数倍的提示性公告》，尹洪卫先生所持公司合计 100,000,000 股股份（占公司总股本 5.50%）已于近期被分批司法拍卖成功，其中 40,000,000 股（占公司总股本 2.20%）已于 2025 年 10 月 22 日完成过户，另 20,000,000 股（占公司总股本 1.10%）已于 2025 年 10 月 23 日完成过户。本次股份拍卖过户前， 尹洪卫先生持有公司 267,791,617 股股份，占公司总股本 14.71%。本次股份拍卖过户 后，尹洪卫先生持有的公司 207,791,617 股股份，占公司总股本的 11.42%，权益变动 触及 1%的整数倍。 5. 子公司上海恒润数字科技集团股份有限公司被申请破产清算已被法院受理， ...

Investment Rating - The industry investment rating is "Overweight" indicating that the industry is expected to outperform the overall market [21]. Core Insights - The construction and decoration sector has shown a weekly increase of 2.91%, with the infrastructure private enterprises leading the performance at +7.55% [3][4]. - The report highlights that the GDP for the first three quarters of 2025 increased by 5.2%, while fixed asset investment decreased by 0.5% year-on-year [10][12]. - The "14th Five-Year Plan" emphasizes expanding high-level opening-up and optimizing regional economic layout, which is expected to provide significant elasticity to regional investments [10][12]. Summary by Sections 1. Market Performance - The construction sector outperformed the Shanghai Composite Index, with a weekly increase of 2.91% [4]. - The best-performing sub-sectors for the week were infrastructure private enterprises (+7.55%), decorative curtain walls (+7.00%), and infrastructure state-owned enterprises (+4.78%) [6][9]. 2. Industry Changes - The National Bureau of Statistics reported a year-on-year GDP growth of 5.2% for the first three quarters of 2025, with fixed asset investment down by 0.5% [10][12]. - Infrastructure investment (including all categories) grew by 3.3%, while real estate investment saw a significant decline of 13.9% [10][12]. 3. Key Company Updates - Jianfa Hecheng reported a revenue increase of 10.55% year-on-year and a net profit increase of 21.2% for the first three quarters of 2025 [12][14]. - Zhongyan Dadi won a procurement project worth 77.98 million yuan, accounting for 9.77% of its 2024 revenue [12][14]. - Anhui Construction won a project for the Yangzhou to Huainan expressway with a total value of 620 million yuan, representing 0.64% of its 2024 revenue [13][14]. 4. Investment Recommendations - The report recommends state-owned enterprises such as China Chemical, China Railway, and China Railway Construction due to their low valuations [3][12]. - It also suggests focusing on private enterprises like Zhizhi New Materials and Honglu Steel Structure, as well as international engineering firms like China Steel International and China Materials International [3][12].

Core Points - ST Lingnan has filed a lawsuit against its former actual controller and current co-chairman and president, Yin Hongwei, for the misappropriation of company funds amounting to 142 million yuan [1][2] - The lawsuit aims to expedite the resolution of the fund misappropriation issue and protect the interests of the company and minority shareholders [2] - As of the announcement date, the case has not yet been heard in court, and the specific impact on the company's current or future profits remains uncertain [2] Summary by Sections - **Lawsuit Details** - The lawsuit involves a claim for the return of 142 million yuan and corresponding losses due to fund misappropriation, calculated based on the Loan Prime Rate (LPR) from January 1, 2024, until full repayment [1] - Yin Hongwei had previously committed to returning the funds by the end of July 2025 but failed to do so by September 18, 2025 [1] - **Company's Position** - The company will continue to communicate with Yin Hongwei to encourage repayment through cash or asset swaps [2] - There are no other undisclosed litigation or arbitration matters involving the company or its subsidiaries [3]

Group 1 - ST Lingnan held its 36th meeting of the fifth board of directors on October 24, 2025, to discuss a proposal to sue the former controlling shareholder [1] - For the first half of 2025, ST Lingnan's revenue composition was as follows: Ecological landscaping accounted for 43.99%, water and environmental management business for 41.94%, and cultural tourism for 14.07% [1] - As of the report, ST Lingnan's market capitalization was 3.4 billion yuan [1] Group 2 - The Chinese innovative drug sector has generated $80 billion in overseas licensing deals this year [1] - There is a contrast between the hot secondary market for biomedicine and the cooling fundraising environment in the primary market [1]