证券代码：300125 证券简称：*ST 聆达 公告编号：2025-087 聆达集团股份有限公司 一、被实施风险警示的基本情况 关于公司股票被实施退市风险警示 并继续叠加其他风险警示相关事项的进展公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记 载、误导性陈述或重大遗漏。 重要内容提示： 公司 2024 年度经审计的扣除非经常性损益后的净利润为-85,579 万元且 扣除后营业收入为 5,785 万元，期末净资产为-53,841 万元。根据《深圳证券交易 所创业板股票上市规则》（2025 年修订）（以下简称：《上市规则》）第 10.3.1 条第一款第（一）（二）项规定，公司股票交易于 2025 年 4 月 25 日起被实施退 市风险警示。 （一）被实施退市风险警示的基本情况 公司 2022 至 2024 年扣非前后净利润孰低值为负且 2024 年财务报告被致 同会计师事务所（特殊普通合伙）出具了带有持续经营重大不确定性段落的无保 留意见审计报告；《2024 年度内部控制审计报告》被出具了否定意见；公司子 公司金寨嘉悦新能源科技有限公司（以下简称：金寨嘉悦）高效太阳能电池片生 产线于 ...

证券代码：300125 证券简称：*ST 聆达 公告编号：2025-088 聆达集团股份有限公司 关于公司预重整事项进展暨风险提示性公告 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚假 记载、误导性陈述或重大遗漏。 特别风险提示： 3、公司股票被终止上市的风险 如果法院正式启动对公司的重整，若重整失败，公司将存在被宣告破产清算 的风险，如果公司被宣告破产清算，根据《深圳证券交易所创业板股票上市规则》 的相关规定，公司股票将面临被终止上市的风险。 4、公司存在重整投资协议不能履约的风险 公司可能存在因重整投资人筹措资金不到位等无法按照协议约定履行投资 义务的风险。虽然《重整投资协议》已经签署，但仍可能存在协议被终止、解除、 撤销、认定为未生效、无效或不能履行等风险。 根据《深圳证券交易所创业板股票上市规则》《上市公司自律监管指引第 14 号—破产重整等事项》相关规定，公司将每月披露一次预重整事项的进展情 况。现将相关进展情况公告如下： 1、公司是否进入重整程序尚存在不确定性 一、预重整进展情况 截至本公告披露日，公司尚未收到法院关于进入重整程序的相关法律文书， 公司是否进入重整程序尚存在重大 ...

Core Viewpoint - *ST Lingda (300125.SZ) has experienced a significant stock price increase following the announcement of administrative penalties, indicating market optimism about its restructuring efforts and potential recovery from past operational challenges [1][2]. Group 1: Administrative Penalties and Market Reaction - On August 26, *ST Lingda received a notice of administrative penalties from the Dalian Regulatory Bureau, confirming violations related to undisclosed external guarantees and related party fund occupation, resulting in a warning and fines [1]. - The first trading day after the announcement saw *ST Lingda's stock price hit the daily limit, opening at a 20% increase to 8.36 yuan per share [1]. Group 2: Restructuring and Investment - Following creditor applications for restructuring, the Liu'an Intermediate People's Court initiated pre-restructuring for *ST Lingda, with a consortium led by Zhejiang Zhongling Technology Co., Ltd. and Hefei Weidi Semiconductor Materials Co., Ltd. designated as the pre-restructuring investors [1][2]. - In March, Hefei Weidi appointed its subsidiary, Jinzhai Jinwei Semiconductor Materials Co., Ltd., as a participant in the restructuring investment, alongside several financial investors [2]. Group 3: Future Business Direction - If the restructuring is successful, *ST Lingda may exit the photovoltaic industry and integrate assets under the control of Peng Qian, who is also the actual controller of Zhejiang Zhongling and the listed company Jingce Electronics [2][3]. - The restructuring investment agreement indicates that *ST Lingda plans to leverage the industrial resources of its investors to gradually introduce new business lines, such as electrochromic EC film materials and high-precision metal masks, aligning with the investors' existing operations [3].

- The report does not contain any quantitative models or factors for analysis

Core Viewpoint - The regulatory authorities have taken strict actions against two listed companies, *ST Lingda and Xinhuajin, for the misuse of funds, highlighting the ongoing issue of fund occupation in the market [1][2]. Group 1: Regulatory Actions - *ST Lingda's former chairman and vice chairman are facing a total fine of 5 million yuan for their involvement in fund occupation [2]. - Xinhuajin has been ordered to rectify its issues within six months, failing which it may face delisting procedures [2][8]. Group 2: Fund Occupation Details - *ST Lingda reported a total of 65.6 million yuan in fund occupation, which constitutes 9.95% of its latest audited net assets [3][6]. - The company had unauthorized guarantees totaling 126 million yuan, representing 19.10% of its net assets [6]. - Xinhuajin disclosed that its actual controller's group has non-operationally occupied 406 million yuan of company funds [10]. Group 3: Implications of Fund Occupation - Fund occupation is defined as the act of major shareholders misusing their control over a listed company to divert funds, which harms the company's interests [11]. - The phenomenon often arises from shareholders seeking quick liquidity solutions to address debt risks, with inadequate internal controls and governance mechanisms facilitating such actions [12]. - Regulatory bodies have maintained a stringent enforcement stance against fund occupation, with 35 cases prosecuted in 2024 alone [12].

Core Viewpoint - *ST Lingda (300125.SZ) experienced a 20% limit-up on the first trading day after receiving an administrative penalty, indicating market optimism despite ongoing restructuring efforts [2]. Group 1: Administrative Penalty and Restructuring - On August 26, *ST Lingda disclosed receiving an administrative penalty notice from the Dalian Regulatory Bureau, confirming violations related to undisclosed external guarantees and related party fund occupation, resulting in a warning and a fine [2]. - The company transitioned from its core waste heat power generation business to the photovoltaic sector in 2020 but faced declining profitability and production halts due to technological iterations and price drops, leading to its restructuring application by creditors [2]. - The Lu'an Intermediate Court initiated pre-restructuring for the company, with a consortium led by Zhejiang Zhongling Technology Co., Ltd. and Hefei Weidi Semiconductor Materials Co., Ltd. appointed as the pre-restructuring investors [2]. Group 2: Investment and Control - In March, Hefei Weidi designated its subsidiary, Jinzhai Jinwei Semiconductor Materials Co., Ltd., as a participant in the restructuring investment, while other financial investors were also appointed [3]. - The actual controllers of Jinzhai Semiconductor and Zhejiang Zhongling are both Peng Qian, who is also the actual controller of listed company Jingce Electronics (300567.SZ), a leader in the flat panel display signal testing field [3]. - Jingce Electronics, established in 2006 and listed in 2016, has a market capitalization of approximately 18.9 billion yuan and reported a revenue of 2.565 billion yuan with a net profit of -97.59 million yuan last year [3]. Group 3: Strategic Transition - The restructuring investment agreement indicates that post-restructuring, *ST Lingda will leverage the industrial resources of its investors to gradually introduce new business lines, such as electrochromic EC film materials or high-precision metal mask plate production, aligning with regulatory requirements [5]. - Zhejiang Zhongling is involved in the research and manufacturing of precision metal mask plates (FMM), which will be part of the company's strategic transition [5].

Core Viewpoint - The regulatory authorities have demonstrated a "zero tolerance" attitude towards violations such as illegal guarantees and fund occupation, aiming to protect the legitimate rights and interests of listed companies and small investors [1]. Group 1: *ST Lingda Violations - *ST Lingda has been penalized for multiple violations, including failing to disclose external guarantee matters, with a total of 126 million yuan in illegal guarantees over 12 months, accounting for 19.10% of the latest audited net assets [4]. - The company also failed to disclose related party fund occupation, with a total of 65.6 million yuan occupied from June to December 2023, representing 9.95% of the latest audited net assets [4]. - The Dalian Securities Regulatory Bureau plans to issue a warning and impose a fine of 1 million yuan on *ST Lingda, while the former chairman and vice chairman will each receive a warning and a fine of 2 million yuan [5]. Group 2: Xinhuajin Violations - Xinhuajin was penalized for non-operational occupation of company funds by its actual controller, with a balance of 406 million yuan occupied as of the report date, violating relevant regulations [5]. - The Qingdao Securities Regulatory Bureau has mandated Xinhuajin and its group to correct the situation and record it in the securities market integrity file, with further measures to be taken based on inspection results [5]. - If Xinhuajin fails to recover the occupied funds within one month, the Shanghai Stock Exchange will implement other risk warnings on its stock, and failure to comply within six months may lead to stock suspension and potential delisting [5].

Core Viewpoint - Regulatory authorities are intensifying scrutiny and enforcement actions against companies like *ST Lingda and Xinhuajin for issues related to fund occupation and illegal guarantees, highlighting a zero-tolerance approach to compliance violations in the capital market [2][9][21]. Group 1: Regulatory Actions - On August 26, *ST Lingda received an administrative penalty notice from Dalian Securities Regulatory Bureau for failing to disclose external guarantees and fund occupation issues [2][11]. - Xinhuajin announced on the same evening that it received a corrective action decision from Qingdao Securities Regulatory Bureau due to fund occupation [5][8]. - The Dalian Securities Regulatory Bureau has mandated that *ST Lingda's related parties return a total of 65.6 million yuan in occupied funds and 126 million yuan in illegal guarantees [11][14]. Group 2: Financial Impact and Compliance Measures - As of August 26, Xinhuajin's actual controller and related parties had a non-operational fund occupation balance of 406 million yuan, with a six-month deadline to rectify the situation [8][16]. - If Xinhuajin fails to comply within the stipulated timeframe, it may face delisting procedures as per the new regulations effective from April 2024 [9][17]. - The regulatory environment has prompted eight A-share companies to resolve fund occupation issues, recovering over 8 billion yuan collectively [9][22]. Group 3: Compliance Culture and Future Implications - The issues faced by *ST Lingda reflect a broader lack of compliance awareness among the "key minority" in some listed companies, necessitating a stronger emphasis on compliance culture [14][19]. - Regulatory bodies are committed to a comprehensive accountability framework, including civil and criminal liabilities for key personnel involved in fund occupation and illegal guarantees [23][25]. - The introduction of new regulations and judicial interpretations aims to enhance the deterrent effect against violations, reinforcing the importance of corporate governance and investor trust [26][27].

Group 1 - Two listed companies, *ST Lingda and Xinhua Jin, faced regulatory penalties for fund occupation and illegal guarantees, with *ST Lingda receiving a proposed fine of 5 million yuan from Dalian Securities Regulatory Bureau [1][3] - Xinhua Jin reported a fund occupation balance of 406 million yuan in its 2025 semi-annual report and was ordered by Qingdao Securities Regulatory Bureau to rectify the situation within six months [1][5] - The new delisting rules introduced in April last year include significant fund occupation as a reason for potential delisting, with eight companies having resolved fund occupation issues, recovering over 8 billion yuan in total [1][7] Group 2 - Regulatory authorities maintain a "zero tolerance" approach towards fund occupation and illegal guarantees, with a focus on protecting the rights of listed companies and minority investors [2][8] - The Dalian Securities Regulatory Bureau's investigation into *ST Lingda revealed that the company had occupied funds totaling 65.6 million yuan and provided illegal guarantees amounting to 126 million yuan, severely harming the rights of shareholders [3][4] - Xinhua Jin's actual controller is involved in non-operational fund occupation, and the company has proposed a plan to transfer equity to cover the occupied funds, with a deal valued at 666 million yuan [6][8] Group 3 - The regulatory framework has been strengthened to ensure accountability for fund occupation, with civil and criminal liabilities being pursued against responsible parties [7][10] - Recent cases highlight the challenges in criminal accountability for fund occupation, with a need for clearer standards and judicial interpretations regarding breaches of fiduciary duty [9][10] - The new "National Nine Articles" emphasize the need for comprehensive regulations and judicial interpretations to enhance the accountability of major shareholders and actual controllers involved in financial misconduct [10]

Group 1 - *ST Lingda and Xinhua Jin announced regulatory penalties due to fund occupation and other issues, reflecting the regulatory body's zero-tolerance attitude towards violations such as guarantee and fund occupation [1] - The penalties aim to enhance the accountability system and better protect the interests of listed companies and small investors [1] - *ST Lingda was found to have violated disclosure regulations regarding external guarantees and fund occupation, with a total of 126 million yuan in guarantees and 65.6 million yuan in fund occupation [7][8] Group 2 - The regulatory authority proposed a warning and a fine of 1 million yuan for *ST Lingda, along with individual fines of 200,000 yuan for its chairman and vice chairman [8] - Xinhua Jin's actual controller was found to have non-operationally occupied company funds amounting to 406 million yuan, violating relevant regulations [8] - The Qingdao regulatory authority mandated Xinhua Jin to rectify the situation and recover the occupied funds within a month, with potential consequences for non-compliance [8]