Part I [Important Notice, Table of Contents, and Definitions](index=2&type=section&id=%E7%AC%AC%E4%B8%80%E8%8A%82%20%E9%87%8D%E8%A6%81%E6%8F%90%E7%A4%BA%E3%80%81%E7%9B%AE%E5%BD%95%E5%92%8C%E9%87%8A%E4%B9%89) [Important Notice](index=2&type=section&id=%E9%87%8D%E8%A6%81%E6%8F%90%E7%A4%BA) The company faces severe operational and financial challenges, with its core solar cell business suspended and significant investment risks due to negative net assets, continuous losses, and audit issues - The core solar cell business ceased production on **March 14, 2024**, with little to no possibility of resuming operations in the short to medium term, and the Phase II 5.0GW high-efficiency cell (TOPCon) project has been terminated[4](index=4&type=chunk) - The company's 2024 non-recurring net profit was **-856 million yuan**, and its net assets at year-end were **-538 million yuan**, triggering relevant listing rules, leading to the implementation of "delisting risk warning" and continued "other risk warning" for its stock[6](index=6&type=chunk) - The company's 2024 financial report received a modified unqualified audit opinion with explanatory paragraphs, while the internal control audit report received an adverse opinion, and other risk warnings remain due to issues like illegal guarantees[5](index=5&type=chunk) [Definitions](index=6&type=section&id=%E9%87%8A%E4%B9%89) This section defines abbreviations and specific meanings of key company entities, laws, regulations, and professional terms used in the report, providing a foundation for understanding its content Part II [Company Profile and Key Financial Indicators](index=7&type=section&id=%E7%AC%AC%E4%BA%8C%E8%8A%82%20%E5%85%AC%E5%8F%B8%E7%AE%80%E4%BB%8B%E5%92%8C%E4%B8%BB%E8%A6%81%E8%B4%A2%E5%8A%A1%E6%8C%87%E6%A0%87) [Company Profile](index=7&type=section&id=%E5%85%AC%E5%8F%B8%E7%AE%80%E4%BB%8B) This section provides basic company information, including its stock ticker "*ST Lingda", stock code 300125, and listing venue, the Shenzhen Stock Exchange, also disclosing the change of legal representative to Mr Jin Yongfeng, pending industrial and commercial registration - The company's stock ticker is "**ST Lingda**" and its stock code is **300125**[16](index=16&type=chunk) - The company's legal representative changed from Wang Mingsheng to Jin Yongfeng, but industrial and commercial registration was not completed as of the report disclosure date[16](index=16&type=chunk) [Key Accounting Data and Financial Indicators](index=8&type=section&id=%E4%B8%BB%E8%A6%81%E4%BC%9A%E8%AE%A1%E6%95%B0%E6%8D%AE%E5%92%8C%E8%B4%A2%E5%8A%A1%E6%8C%87%E6%A0%87) During the reporting period, the company's operating revenue increased by 72.39% year-on-year, primarily due to EPC business growth; although net loss attributable to parent company narrowed by 37.56% year-on-year, the company's net assets remained negative at **-642 million yuan**, a 19.50% decrease from the end of the previous year, with net cash flow from operating activities at **-27.19 million yuan**, a significant outflow increase of 623.10% year-on-year, indicating immense operational cash flow pressure Key Financial Data | Item | Current Period (yuan) | Prior Period (yuan) | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Operating Revenue | 59,929,889.77 | 34,763,285.96 | 72.39% | | Net Profit Attributable to Shareholders of Listed Company | -104,827,748.03 | -167,890,395.53 | 37.56% | | Net Cash Flow from Operating Activities | -27,190,482.92 | -3,760,276.66 | -623.10% | | Total Assets | 940,698,606.29 | 1,001,408,452.08 | -6.06% (Compared to End of Previous Year) | | Net Assets Attributable to Shareholders of Listed Company | -642,303,227.70 | -537,475,479.67 | -19.50% (Compared to End of Previous Year) | [Non-Recurring Gains and Losses and Amounts](index=8&type=section&id=%E9%9D%9E%E7%BB%8F%E5%B8%B8%E6%80%A7%E6%8D%9F%E7%9B%8A%E9%A1%B9%E7%9B%AE%E5%8F%8A%E9%87%91%E9%A2%9D) During the reporting period, the company's total non-recurring gains and losses amounted to **-9.27 million yuan**, with the largest negative impact from estimated late payment fees and penalties on overdue debts totaling **-10.17 million yuan**, while government subsidies were the primary source of non-recurring income at **0.78 million yuan** Non-Recurring Gains and Losses Items | Item | Amount (yuan) | Description | | :--- | :--- | :--- | | Gains/Losses on Disposal of Non-Current Assets | -5,769.49 | - | | Government Subsidies Included in Current Period P&L | 776,094.03 | - | | Debt Restructuring Gains/Losses | 115,382.46 | - | | Other Non-Operating Income and Expenses | -10,167,210.84 | Provision for estimated late payment fees and penalties on overdue debts | | **Total** | **-9,273,549.79** | - | Part III [Management Discussion and Analysis](index=10&type=section&id=%E7%AC%AC%E4%B8%89%E8%8A%82%20%E7%AE%A1%E7%90%86%E5%B1%82%E8%AE%A8%E8%AE%BA%E4%B8%8E%E5%88%86%E6%9E%90) [Principal Businesses Engaged by the Company During the Reporting Period](index=10&type=section&id=%E4%B8%80%E3%80%81%E6%8A%A5%E5%91%8A%E6%9C%9F%E5%86%85%E5%85%AC%E5%8F%B8%E4%BB%8E%E4%BA%8B%E7%9A%84%E4%B8%BB%E8%A6%81%E4%B8%9A%E5%8A%A1) During the reporting period, the company's main business structure underwent significant changes; with the suspension of its high-efficiency photovoltaic solar cell business, the company's focus shifted to power engineering construction (EPC) and photovoltaic power generation, where EPC business, scaled through subsidiary Tianjin Jiayue Xinneng, became the primary driver of revenue growth, and photovoltaic power generation generated stable income from Golmud Shenguang's 53MW power station, while the original core JZJY solar cell business ceased production and its Phase II project was terminated - The company's businesses primarily consist of three segments: **power engineering construction (EPC)**, **photovoltaic power generation**, and the **suspended high-efficiency photovoltaic solar cell business**[28](index=28&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk) - The **EPC business**, managed by subsidiary Tianjin Jiayue Xinneng, has achieved scaled and systematic operations, becoming the primary source of the company's revenue growth[28](index=28&type=chunk)[29](index=29&type=chunk) - The original main business of **high-efficiency photovoltaic solar cells (Jinzai Jiayue)** ceased production on **March 14, 2024**, due to unfavorable market conditions, and its Phase II project has been terminated, with extremely low probability of resuming production in the short term[31](index=31&type=chunk) - The **photovoltaic power generation business** generates stable revenue through Golmud Shenguang's operation of a **53MW high-concentration photovoltaic power station**[30](index=30&type=chunk) [Core Competitiveness Analysis](index=12&type=section&id=%E4%BA%8C%E3%80%81%E6%A0%B8%E5%BF%83%E7%AB%9E%E4%BA%89%E5%8A%9B%E5%88%86%E6%9E%90) The company believes its core competitiveness lies in closely following the national "dual carbon" strategy by rapidly expanding its market through power station EPC business, possessing a mature full-chain cost control system, and enhancing capital efficiency through strict expenditure control and optimized management during the solar cell business suspension, laying a foundation for future operations - Strategic Expansion Capability: Leveraging **power station EPC business** to align with the national "dual carbon" strategy and establish collaborations with local governments and enterprises[42](index=42&type=chunk) - Cost Control: Established a lean cost management mechanism to reduce overall costs through production process optimization, supply chain collaboration and refined expense management[43](index=43&type=chunk) - Capital Efficiency: Improved capital utilization efficiency during the battery business suspension by strictly controlling operating expenses and optimizing inventory[45](index=45&type=chunk) [Analysis of Principal Business](index=13&type=section&id=%E4%B8%89%E3%80%81%E4%B8%BB%E8%90%A5%E4%B8%9A%E5%8A%A1%E5%88%86%E6%9E%90) During the reporting period, the company's principal business structure completely transformed, with EPC engineering business revenue share surging from 11.46% to **84.73%**, and revenue growing by **1174.07%** year-on-year, becoming the absolute revenue pillar; original main solar cell business revenue dropped to zero, and photovoltaic power generation business revenue decreased by **21.06%** year-on-year, while overall operating revenue increased by **72.39%** year-on-year, but net cash flow from operating activities significantly deteriorated due to EPC business advance payments Key Financial Data Year-on-Year Changes | Item | Current Period (yuan) | Prior Period (yuan) | Year-on-Year Change | Reason for Change | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 59,929,889.77 | 34,763,285.96 | 72.39% | Due to EPC business growth | | Administrative Expenses | 14,105,318.41 | 49,744,966.57 | -71.64% | Due to cost savings | | R&D Expenses | 0.00 | 694,987.38 | -100.00% | Due to suspension of solar cell business | | Net Cash Flow from Operating Activities | -27,190,482.92 | -3,760,276.66 | -623.10% | Significant cash outflow due to EPC business advance payments | | Net Cash Flow from Financing Activities | 20,192,987.58 | -49,097,101.85 | 141.13% | Increased borrowing from related parties and less debt repayment | Operating Revenue by Product or Service | Product or Service | Operating Revenue (yuan) | Proportion of Operating Revenue | Year-on-Year Change in Operating Revenue | | :--- | :--- | :--- | :--- | | Solar Cell Business | 0.00 | 0.00% | -100.00% | | Photovoltaic Power Generation Business | 8,296,323.08 | 13.84% | -21.06% | | Engineering Business EPC | 50,775,681.42 | 84.73% | 1,174.07% | [Analysis of Non-Principal Business](index=14&type=section&id=%E5%9B%9B%E3%80%81%E9%9D%9E%E4%B8%BB%E8%90%A5%E4%B8%9A%E5%8A%A1%E5%88%86%E6%9E%90) During the reporting period, non-principal businesses significantly negatively impacted the company's profit, with asset impairment losses reaching **-55.59 million yuan**, primarily from provisions for long-term asset impairment, and non-operating expenses at **-10.19 million yuan**, mainly for estimated late payment fees and penalties on overdue debts, together causing over **65 million yuan** in negative impact on net profit Non-Principal Business P&L | Item | Amount (yuan) | Proportion of Total Profit | Description | | :--- | :--- | :--- | :--- | | Asset Impairment | -55,590,136.61 | 53.05% | Provision for long-term asset impairment | | Non-Operating Expenses | 10,194,137.13 | -9.73% | Provision for estimated late payment fees and penalties on overdue debts | | Other Income | 784,146.23 | -0.75% | Government subsidies received | [Analysis of Assets and Liabilities](index=15&type=section&id=%E4%BA%94%E3%80%81%E8%B5%84%E4%BA%A7%E5%8F%8A%E8%B4%9F%E5%80%BA%E7%8A%B6%E5%86%B5%E5%88%86%E6%9E%90) The company's asset and liability situation continues to deteriorate, with total assets decreasing by **6.06%** from the beginning of the year; accounts receivable increased due to EPC business growth, while fixed assets and construction in progress decreased due to impairment provisions; on the liability side, long-term borrowings accelerated to maturity due to default, leading to a significant **18.47 percentage point** increase in non-current liabilities due within one year, sharply increasing short-term repayment pressure; additionally, a large portion of the company's assets (book value approximately **505 million yuan**) are restricted due to loan collateral or court freezing - Accounts receivable as a percentage of total assets increased from **16.53%** to **20.45%**, primarily due to increased accounts receivable from EPC business[59](index=59&type=chunk) - Long-term borrowings accelerated to maturity due to default and were reclassified to non-current liabilities due within one year, causing this item's proportion of total assets to surge from **69.25%** to **87.72%**, indicating immense short-term repayment pressure[59](index=59&type=chunk)[60](index=60&type=chunk) - As of the end of the reporting period, the company had assets with a total book value of **505 million yuan** whose rights were restricted, primarily due to loan collateral and court freezing[61](index=61&type=chunk) [Analysis of Investment Status](index=17&type=section&id=%E5%85%AD%E3%80%81%E6%8A%95%E8%B5%84%E7%8A%B6%E5%86%B5%E5%88%86%E6%9E%90) During the reporting period, the company did not undertake significant equity or non-equity investments, nor did it engage in wealth management, derivative investments, or entrusted loans - The company had no significant equity investments, non-equity investments, use of raised funds, entrusted wealth management, derivative investments, or entrusted loans during the reporting period[65](index=65&type=chunk)[66](index=66&type=chunk)[67](index=67&type=chunk)[68](index=68&type=chunk) [Analysis of Major Holding and Participating Companies](index=18&type=section&id=%E5%85%AB%E3%80%81%E4%B8%BB%E8%A6%81%E6%8E%A7%E8%82%A1%E5%8F%82%E8%82%A1%E5%85%AC%E5%8F%B8%E5%88%86%E6%9E%90) The operating performance of subsidiaries diverged significantly, reflecting the company's shifting business focus; Jinzai Jiayue New Energy, responsible for the solar cell business, was the primary source of loss with a net loss of **93.56 million yuan**, while Tianjin Jiayue Xinneng Power Engineering, responsible for EPC engineering, achieved a net profit of **0.96 million yuan**, becoming a new profit growth point, and photovoltaic power generation subsidiary Golmud Shenguang incurred a net loss of **4.50 million yuan** Key Subsidiary Financial Performance (Unit: yuan) | Company Name | Principal Business | Operating Revenue | Net Profit | | :--- | :--- | :--- | :--- | | Jinzai Jiayue New Energy | Solar Cells | 467,461.29 | -93,555,850.91 | | Tianjin Jiayue Xinneng Power | Engineering EPC | 51,631,935.27 | 955,596.23 | | Golmud Shenguang New Energy | Solar Photovoltaic Power Generation | 7,830,493.21 | -4,500,239.82 | [Risks Faced by the Company and Countermeasures](index=20&type=section&id=%E5%8D%81%E3%80%81%E5%85%AC%E5%8F%B8%E9%9D%A2%E4%B8%B4%E7%9A%84%E9%A3%8E%E9%99%A9%E5%92%8C%E5%BA%94%E5%AF%B9%E6%8E%AA%E6%96%BD) The company faces three core risks: potential stock delisting due to failed reorganization, operational and management risks in the new development phase, and the risk of subsidiary Jinzai Jiayue being unable to resume production in the short term due to market and financial factors; company countermeasures include actively promoting pre-reorganization, revitalizing assets, and improving internal control management, but currently lack effective solutions for production resumption - The company is in pre-reorganization; if reorganization fails, it faces the risk of being declared bankrupt and its stock delisted[80](index=80&type=chunk) - Subsidiary Jinzai Jiayue New Energy ceased production on **March 14, 2024**, due to market conditions and funding issues, with little to no possibility of resuming operations in the short to medium term[82](index=82&type=chunk)[83](index=83&type=chunk) Part IV [Corporate Governance, Environment, and Society](index=21&type=section&id=%E7%AC%AC%E5%9B%9B%E8%8A%82%20%E5%85%AC%E5%8F%B8%E6%B2%BB%E7%90%86%E3%80%81%E7%8E%AF%E5%A2%83%E5%92%8C%E7%A4%BE%E4%BC%9A) [Changes in Directors, Supervisors, and Senior Management](index=21&type=section&id=%E4%B8%80%E3%80%81%E5%85%AC%E5%8F%B8%E8%91%A3%E4%BA%8B%E3%80%81%E7%9B%91%E4%BA%8B%E3%80%81%E9%AB%98%E7%BA%A7%E7%AE%A1%E7%90%86%E4%BA%BA%E5%91%98%E5%8F%98%E5%8A%A8%E6%83%85%E5%86%B5) During the reporting period, the company's senior management team underwent significant changes, with the departure of multiple core personnel including the former chairman, vice chairman, CEO, president, and employee representative supervisor, and the election and appointment of new chairman, directors, president, and supervisors, indicating a major adjustment period in the company's governance structure - During the reporting period, there were frequent changes in the company's directors, supervisors, and senior management, involving multiple key positions such as chairman, vice chairman, CEO, and president[87](index=87&type=chunk) [Profit Distribution and Capital Reserve Conversion to Share Capital](index=21&type=section&id=%E4%BA%8C%E3%80%81%E6%9C%AC%E6%8A%A5%E5%91%8A%E6%9C%9F%E5%88%A9%E6%B6%A6%E5%88%86%E9%85%8D%E5%8F%8A%E8%B5%84%E6%9C%AC%E5%85%AC%E7%A7%AF%E9%87%91%E8%BD%AC%E5%A2%9E%E8%82%A1%E6%9C%AC%E6%83%85%E5%86%B5) Based on the company's current operating conditions, it plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital for the first half of 2025 - The company plans no form of profit distribution or capital reserve conversion to share capital for the half-year period[88](index=88&type=chunk) Part V [Significant Events](index=22&type=section&id=%E7%AC%AC%E4%BA%94%E8%8A%82%20%E9%87%8D%E8%A6%81%E4%BA%8B%E9%A1%B9) [Illegal External Guarantees](index=22&type=section&id=%E4%B8%89%E3%80%81%E8%BF%9D%E8%A7%84%E5%AF%B9%E5%A4%96%E6%8B%85%E4%BF%9D%E6%83%85%E5%86%B5) During the reporting period, the company disclosed an illegal guarantee of **16 million yuan** to Zhongcai Zhaoshang Investment Group Commercial Factoring Co., Ltd., which lacked necessary review procedures and information disclosure; however, the Hangzhou Arbitration Commission has ruled that the company and its subsidiaries are not required to bear guarantee liability, and this illegal guarantee liability has been legally lifted - The company had an illegal guarantee of **16 million yuan** to Zhongcai Zhaoshang Investment Group Commercial Factoring Co., Ltd., but the arbitration commission has ruled that the company is not liable, resolving the matter[95](index=95&type=chunk) [Bankruptcy Reorganization Related Matters](index=23&type=section&id=%E4%B8%83%E3%80%81%E7%A0%B4%E4%BA%A7%E9%87%8D%E6%95%B4%E7%9B%B8%E5%85%B3%E4%BA%8B%E9%A1%B9) The company and its subsidiary Jinzai Jiayue entered pre-reorganization in 2024, and a consortium comprising Zhejiang Zhongling Technology Co., Ltd and Hefei Weidi Semiconductor Materials Co., Ltd has been identified as the reorganization investor, with a reorganization investment agreement signed; however, as of the report disclosure date, the company has not received formal court documents regarding entry into reorganization, thus significant uncertainty remains regarding its ability to proceed with reorganization - The company and its subsidiary Jinzai Jiayue have initiated pre-reorganization and identified a consortium of reorganization investors[98](index=98&type=chunk)[99](index=99&type=chunk) - The company signed a reorganization investment agreement with the reorganization investors on **March 28, 2025**, but has not yet received formal court documents for entering reorganization, indicating significant uncertainty[99](index=99&type=chunk) [Litigation Matters](index=23&type=section&id=%E5%85%AB%E3%80%81%E8%AF%89%E8%AE%BC%E4%BA%8B%E9%A1%B9) The company and its subsidiaries are involved in multiple significant lawsuits, primarily loan contract disputes; among them, a **117 million yuan** loan dispute with Jinzai Huijin Investment has been ruled for repayment, while a **190 million yuan** loan dispute with China Development Bank is still pending, and other cases where the company is a defendant also involve substantial amounts - The company and its subsidiary Jinzai Jiayue were ordered to repay **117 million yuan** in principal and interest due to a loan contract dispute with Jinzai Huijin Investment Co., Ltd[100](index=100&type=chunk)[101](index=101&type=chunk) - Subsidiary Golmud Shenguang is involved in a loan contract dispute with China Development Bank Qinghai Branch, with the case amount approximately **190 million yuan**, and the case is still under review[101](index=101&type=chunk)[102](index=102&type=chunk) [Significant Related Party Transactions](index=25&type=section&id=%E5%8D%81%E4%B8%80%E3%80%81%E9%87%8D%E5%A4%A7%E5%85%B3%E8%81%94%E4%BA%A4%E6%98%93) During the reporting period, the company's most significant related party transaction was borrowing from reorganization investor Hefei Weidi Semiconductor Materials Co., Ltd to support daily operations and advance reorganization efforts, with a total borrowing limit not exceeding **25 million yuan** and actual borrowings of **20.94 million yuan** during the period; additionally, the company had related party receivables and payables with directors and former directors - The company borrowed from reorganization investor Hefei Weidi Semiconductor Materials Co., Ltd, with a total limit not exceeding **25 million yuan**, and **20.94 million yuan** was borrowed during the reporting period[104](index=104&type=chunk) - There is a loan payable to director Bai Jianghong of **0.82 million yuan**, and **2.34 million yuan** of funds occupied by former directors Wang Mingsheng and Lin Zhihuang have been fully recovered[108](index=108&type=chunk) [Explanation of Other Significant Matters](index=30&type=section&id=%E5%8D%81%E4%B8%89%E3%80%81%E5%85%B6%E4%BB%96%E9%87%8D%E5%A4%A7%E4%BA%8B%E9%A1%B9%E7%9A%84%E8%AF%B4%E6%98%8E) During and after the reporting period, the company experienced several significant events: 1) The former controlling shareholder's shares were judicially auctioned and then used as debt repayment after failing to sell, leading to the company becoming without a controlling shareholder or actual controller; 2) The company entered pre-reorganization with high future uncertainty; 3) It was flagged with other risk warnings due to illegal guarantees, which were later lifted; 4) The company was investigated by the CSRC in late 2024 for alleged information disclosure violations, with the investigation ongoing; 5) The company's stock has been flagged with "delisting risk warning" and "other risk warning" - The shares held by former controlling shareholder Hangzhou Guanghengyu were judicially enforced, leading to the company becoming without a controlling shareholder or actual controller in **April 2025**[123](index=123&type=chunk)[124](index=124&type=chunk) - The company entered pre-reorganization in **July 2024**; although reorganization investors have been identified, uncertainty remains regarding formal reorganization[125](index=125&type=chunk)[126](index=126&type=chunk) - The company was investigated by the China Securities Regulatory Commission (CSRC) on **December 31, 2024**, for alleged information disclosure violations, with the investigation ongoing as of the report disclosure date[128](index=128&type=chunk)[129](index=129&type=chunk) [Significant Matters of Company Subsidiaries](index=31&type=section&id=%E5%8D%81%E5%9B%9B%E3%80%81%E5%85%AC%E5%8F%B8%E5%AD%90%E5%85%AC%E5%8F%B8%E9%87%8D%E5%A4%A7%E4%BA%8B%E9%A1%B9) The operating condition of the company's subsidiary Jinzai Jiayue New Energy continues to deteriorate; its high-efficiency solar cell production line, suspended since March 2024, has no short-term prospect of resuming production due to unchanged market conditions; given the substantial funding requirements and financial situation, the company formally decided in March 2025 to terminate the construction of its Phase II 5.0GW high-efficiency cell (TOPCon) production project and related supplier contracts - Subsidiary Jinzai Jiayue New Energy's cell production line remains suspended, with little to no possibility of resuming operations in the short to medium term[131](index=131&type=chunk) - The company's board of directors approved on **March 31, 2025**, the termination of Jinzai Jiayue's Phase II **5.0GW** high-efficiency cell (TOPCon) production project and related contracts[131](index=131&type=chunk) Part VI [Share Changes and Shareholder Information](index=32&type=section&id=%E7%AC%AC%E5%85%AD%E8%8A%82%20%E8%82%A1%E4%BB%BD%E5%8F%98%E5%8A%A8%E5%8F%8A%E8%82%A1%E4%B8%9C%E6%83%85%E5%86%B5) [Share Change Status](index=32&type=section&id=%E4%B8%80%E3%80%81%E8%82%A1%E4%BB%BD%E5%8F%98%E5%8A%A8%E6%83%85%E5%86%B5) During the reporting period, the company's total share capital of **267,599,995 shares** remained unchanged, with minor shifts in share structure primarily due to directors, supervisors, and senior management's appointments and departures causing their holdings to convert between restricted and unrestricted statuses - The company's total share capital remained unchanged at **267,599,995 shares**[134](index=134&type=chunk) [Number of Shareholders and Shareholding Status](index=33&type=section&id=%E4%B8%89%E3%80%81%E5%85%AC%E5%8F%B8%E8%82%A1%E4%B8%9C%E6%95%B0%E9%87%8F%E5%8F%8A%E6%8C%81%E8%82%A1%E6%83%85%E5%86%B5) As of the end of the reporting period, the company had **11,558** common shareholders; the largest shareholder is Tongling Jiayue Tongsheng New Energy Partnership (Limited Partnership) with a **13.11%** stake, while former controlling shareholder Hangzhou Guanghengyu Enterprise Management Partnership (Limited Partnership) saw its stake decrease to **8.74%**, becoming the second largest shareholder Top Ten Shareholders' Shareholding Status | Shareholder Name | Shareholder Nature | Shareholding Percentage | Number of Shares Held at End of Reporting Period | | :--- | :--- | :--- | :--- | | Tongling Jiayue Tongsheng New Energy Partnership (Limited Partnership) | Domestic Non-State-Owned Legal Person | 13.11% | 35,070,000 | | Hangzhou Guanghengyu Enterprise Management Partnership (Limited Partnership) | Domestic Non-State-Owned Legal Person | 8.74% | 23,383,260 | | Chen Yuxuan | Domestic Natural Person | 1.46% | 3,900,000 | [Changes in Controlling Shareholder or Actual Controller](index=35&type=section&id=%E4%BA%94%E3%80%81%E6%8E%A7%E8%82%A1%E8%82%A1%E4%B8%9C%E6%88%96%E5%AE%9E%E9%99%85%E6%8E%A7%E5%88%B6%E4%BA%BA%E5%8F%98%E6%9B%B4%E6%83%85%E5%86%B5) During the reporting period, the company's control structure underwent a fundamental change; due to the judicial enforcement and debt-for-equity swap of shares held by former controlling shareholder Hangzhou Guanghengyu, the company became without a controlling shareholder or actual controller on **April 2, 2025** - The company's controlling shareholder changed from "Hangzhou Guanghengyu" to "**No Controlling Shareholder**"[143](index=143&type=chunk) - The company's actual controller changed from "Huang Shuang" to "**No Actual Controller**"[143](index=143&type=chunk) Part VII [Bond-Related Matters](index=37&type=section&id=%E7%AC%AC%E4%B8%83%E8%8A%82%20%E5%80%BA%E5%88%B8%E7%9B%B8%E5%85%B3%E6%83%85%E5%86%B5) [Bond-Related Matters](index=37&type=section&id=%E5%80%BA%E5%88%B8%E7%9B%B8%E5%85%B3%E6%83%85%E5%86%B5) During the reporting period, the company had no bond-related matters - During the reporting period, the company had no bond-related matters[146](index=146&type=chunk) Part VIII [Financial Report](index=38&type=section&id=%E7%AC%AC%E5%85%AB%E8%8A%82%20%E8%B4%A2%E5%8A%A1%E6%8A%A5%E5%91%8A) [Audit Report](index=38&type=section&id=%E4%B8%80%E3%80%81%E5%AE%A1%E8%AE%A1%E6%8A%A5%E5%91%8A) This semi-annual financial report is unaudited - The company's **2025** semi-annual financial report is unaudited[148](index=148&type=chunk) [Financial Statements](index=38&type=section&id=%E4%BA%8C%E3%80%81%E8%B4%A2%E5%8A%A1%E6%8A%A5%E8%A1%A8) The financial statements indicate a continuous deterioration of the company's financial condition; as of the end of the period, total assets were **941 million yuan**, total liabilities were **1.583 billion yuan**, and net assets attributable to the parent company were **-642 million yuan**, indicating severe insolvency; operating revenue reached **59.93 million yuan** during the reporting period, but net loss amounted to **104 million yuan**, and net cash flow from operating activities was **-27.19 million yuan**, demonstrating a severe lack of self-sustaining capability [Consolidated Balance Sheet](index=38&type=section&id=%E5%90%88%E5%B9%B6%E8%B5%84%E4%BA%A7%E8%B4%9F%E5%80%BA%E8%A1%A8) As of June 30, 2025, the company's total assets were **941 million yuan**, total liabilities were **1.583 billion yuan**, and equity attributable to the parent company was **-642 million yuan**, indicating severe insolvency; current liabilities reached **1.384 billion yuan**, far exceeding current assets of **230 million yuan**, posing immense short-term repayment pressure Key Items from Consolidated Balance Sheet (Unit: yuan) | Item | Period-End Balance | Period-Beginning Balance | | :--- | :--- | :--- | | Total Assets | 940,698,606.29 | 1,001,408,452.08 | | Total Liabilities | 1,583,468,743.49 | 1,539,819,083.40 | | Total Equity Attributable to Parent Company Owners | -642,303,227.70 | -537,475,479.67 | [Consolidated Income Statement](index=42&type=section&id=%E5%90%88%E5%B9%B6%E5%88%A9%E6%B6%A6%E8%A1%A8) In the first half of 2025, the company achieved operating revenue of **59.93 million yuan**, a **72.39%** year-on-year increase; despite revenue growth, due to high asset impairment losses of **-55.59 million yuan** and non-operating expenses of **-10.19 million yuan**, the company's operating profit was **-94.59 million yuan**, and net profit attributable to the parent company was **-105 million yuan**, a narrower loss compared to **-168 million yuan** in the same period last year Key Items from Consolidated Income Statement (Unit: yuan) | Item | Current Period Amount | Prior Period Amount | | :--- | :--- | :--- | | Operating Revenue | 59,929,889.77 | 34,763,285.96 | | Operating Profit | -94,585,965.70 | -99,034,706.78 | | Total Profit | -104,780,102.82 | -168,266,914.21 | | Net Profit Attributable to Parent Company Shareholders | -104,827,748.03 | -167,890,395.53 | [Consolidated Cash Flow Statement](index=46&type=section&id=%E5%90%88%E5%B9%B6%E7%8E%B0%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8) During the reporting period, the company's cash flow situation was concerning; net cash flow from operating activities was **-27.19 million yuan**, a **623.10%** year-on-year deterioration, primarily due to advance payments for EPC business; investment activities had minimal cash outflow; net cash inflow from financing activities was **20.19 million yuan**, mainly relying on related party borrowings, but still insufficient to cover operating outflows, resulting in a net decrease of **7 million yuan** in cash and cash equivalents at period-end Key Items from Consolidated Cash Flow Statement (Unit: yuan) | Item | H1 2025 | H1 2024 | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | -27,190,482.92 | -3,760,276.66 | | Net Cash Flow from Investing Activities | -4,702.75 | 19,292,530.76 | | Net Cash Flow from Financing Activities | 20,192,987.58 | -49,097,101.85 | | Net Increase in Cash and Cash Equivalents | -7,002,198.79 | -33,564,846.74 | [Basis of Financial Statement Preparation](index=56&type=section&id=%E5%9B%9B%E3%80%81%E8%B4%A2%E5%8A%A1%E6%8A%A5%E8%A1%A8%E7%9A%84%E7%BC%96%E5%88%B6%E5%9F%BA%E7%A1%80) Despite facing severe issues such as negative net assets, continuous losses, suspension of core subsidiary operations, numerous lawsuits, and debt defaults, indicating significant uncertainty regarding its going concern ability, management believes the company possesses going concern capability for the next 12 months from the end of the reporting period, based on ongoing improvement measures like cost optimization, active EPC business development, cooperation in reorganization, and obtaining financing support from investors, thus the financial statements are prepared on a going concern basis - The company faces significant uncertainties that may cast substantial doubt on its ability to continue as a going concern, including **negative net assets**, **continuous losses**, **suspension of major subsidiary operations**, numerous **lawsuits**, and **debt defaults**[187](index=187&type=chunk) - Management has implemented measures such as **cost optimization**, **EPC business expansion**, **cooperation in reorganization**, and **securing financing support from reorganization investors**, and believes the company possesses going concern capability[187](index=187&type=chunk) [Notes to Consolidated Financial Statement Items](index=80&type=section&id=%E4%B8%83%E3%80%81%E5%90%88%E5%B9%B6%E8%B4%A2%E5%8A%A1%E6%8A%A5%E8%A1%A8%E9%A1%B9%E7%9B%AE%E6%B3%A8%E9%87%8A) The notes reveal details of the company's financial condition; accounts receivable from photovoltaic power generation business constitute the largest portion, but accounts receivable from waste heat power generation business have been 100% provisioned for bad debts; significant impairment provisions have been made for fixed assets and construction in progress; both short-term and long-term borrowings are overdue; and estimated liabilities have substantially increased, primarily to cover potential contract breach compensation and overdue penalties - Among accounts receivable, photovoltaic power generation business accounts had a balance of **166 million yuan** with no bad debt provision; waste heat power generation business accounts had a balance of **62.09 million yuan**, with **100%** bad debt provision[380](index=380&type=chunk) - Due to the termination of Jinzai Jiayue's Phase II project, the company recognized a total impairment loss of **55.07 million yuan** on related construction in progress and fixed assets[545](index=545&type=chunk) - As of period-end, the company's total overdue short-term borrowings amounted to **15 million yuan**, and multiple long-term borrowings were also overdue and had led to lawsuits[477](index=477&type=chunk)[510](index=510&type=chunk)[511](index=511&type=chunk) [Commitments and Contingencies](index=128&type=section&id=%E5%8D%81%E4%BA%94%E3%80%81%E6%89%BF%E8%AF%BA%E5%8F%8A%E6%88%96%E6%9C%89%E4%BA%8B%E9%A1%B9) The company faces significant contingent risks, including multiple pending lawsuits with a total amount exceeding **230 million yuan**, primarily involving loan and investment contract disputes; additionally, the company provided loan guarantees totaling **1.887 billion yuan** for its subsidiaries, and given the operational difficulties of subsidiaries (especially Jinzai Jiayue) and multiple overdue borrowings, these guarantees pose extremely high performance risks - The company is involved in multiple significant pending lawsuits, with a total claim amount of **235 million yuan**[616](index=616&type=chunk) - The company provided debt guarantees totaling **1.887 billion yuan** for its subsidiaries, with multiple guaranteed borrowings already overdue, posing significant joint and several liability risks[617](index=617&type=chunk)[618](index=618&type=chunk)[619](index=619&type=chunk) [Supplementary Information](index=139&type=section&id=%E5%8D%81%E4%B9%9D%E3%80%81%E8%A1%A5%E5%85%85%E8%B5%84%E6%96%99) This section provides supplementary information such as details of non-recurring gains and losses and return on net assets; during the reporting period, net profit attributable to common shareholders after deducting non-recurring gains and losses was **-95.55 million yuan**, and the weighted average return on net assets is not applicable due to the company's negative net assets Return on Net Assets and Earnings Per Share | Profit for the Reporting Period | Weighted Average Return on Net Assets | Basic Earnings Per Share (yuan/share) | | :--- | :--- | :--- | | Net Profit Attributable to Common Shareholders of the Company | 0.00% | -0.3917 | | Net Profit Attributable to Common Shareholders of the Company After Deducting Non-Recurring Gains and Losses | 0.00% | -0.3571 |

*ST聆达（300125）公告，2025年上半年营业收入5992.99万元，同比增长72.39%。归属于上市公司股东 的净亏损1.05亿元，上年同期净亏损1.68亿元。 ...

证券代码：300125 证券简称：*ST 聆达 公告编号：2025-073 聆达集团股份有限公司 关于新增诉讼、仲裁案件情况的公告 对于公司及子公司涉及的诉讼、仲裁案件，公司将积极应诉，妥善处理，依 法保护公司、业务相关方及广大投资者的合法权益。鉴于案件尚未结案，其对公 司本期利润或期后利润的影响存在不确定性。 公司将密切关注有关案件的后续进展，积极采取相关措施维护公司和股东利 益。同时，公司将依据有关会计准则的要求和实际情况进行相应的会计处理，并 及时对涉及重大诉讼事项的进展情况履行信息披露义务，敬请广大投资者注意投 资风险。 四、备查文件 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。 聆达集团股份有限公司（以下简称：公司）根据《深圳证券交易所创业板股 票上市规则》等有关规定，对公司及公司控股子公司新增诉讼、仲裁事项进行累 计计算（已按照有关规定履行披露义务的，不再纳入累计计算范围）的原则，已 达到披露标准。现将具体情况公告如下： 一、新增累计诉讼、仲裁事项基本情况 自2025年3月10日（即上一期诉讼仲裁公告披露日）至今，公司控股子公司 新增诉讼仲裁案件 ...

Core Viewpoint - The company is undergoing a governance change with the nomination of a new non-employee representative supervisor to ensure effective decision-making and stable development [1][2]. Group 1: Meeting Details - The sixth session of the supervisory board's 21st meeting was held on July 11, 2025, with all three supervisors present [1]. - The meeting was convened in accordance with the Company Law of the People's Republic of China and the company's articles of association [1]. Group 2: Resolution Passed - A resolution was passed to elect Liu Yan as a candidate for the non-employee representative supervisor due to the resignation of the previous chairman, Lü Hailong [1]. - The resolution received unanimous approval with 3 votes in favor, 0 against, and 0 abstentions [2]. - The resolution will be submitted for approval at the company's second extraordinary general meeting of shareholders in 2025 [2].

Meeting Information - The company will hold its second extraordinary general meeting of shareholders on July 28, 2025, at 15:00 [1] - The meeting will include both on-site and online voting options, with specific time slots for each [1][3] Attendance Rights - All shareholders registered with the China Securities Depository and Clearing Corporation Limited as of July 23, 2025, have the right to attend and vote at the meeting [2] - Shareholders can appoint proxies to attend the meeting, and these proxies do not need to be shareholders of the company [2] Meeting Agenda - The meeting will review proposals that have been approved by the company's board and supervisory committee [2] - Specific proposals include the election of non-independent directors and non-employee representative supervisors [10] Registration Process - Legal representatives of corporate shareholders must provide specific documentation to register for the meeting [2][3] - Individual shareholders must present their identification and shareholder account cards for registration [3] Voting Process - Shareholders can participate in online voting through the Shenzhen Stock Exchange trading system or the internet voting system [3][6] - Detailed procedures for voting, including the handling of cumulative voting proposals, are provided [6][7] Contact Information - The company has provided contact details for inquiries related to the meeting [4]

聆达集团股份有限公司 证券代码：300125 证券简称：*ST 聆达 公告编号：2025-071 根据《中华人民共和国公司法》《深圳证券交易所上市公司自律监管指引第 的正常运行，公司于 2025 年 7 月 11 日召开第六届监事会第二十一次会议，审议 通过了《关于补选第六届监事会非职工代表监事的议案》，监事会同意提名刘艳 女士为公司第六届监事会非职工代表监事候选人（简历见附件），任期自股东大 会审议通过之日起至第六届监事会任期届满之日止（2026 年 5 月 21 日），其任 职资格符合《中华人民共和国公司法》《公司章程》等有关监事的任职规定。 该事项尚需提交公司 2025 年第二次临时股东大会审议。 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。 一、监事辞职的情况 聆达集团股份有限公司（以下简称：公司）监事会前期收到公司监事会主席 吕海龙先生提交的书面辞职报告，具体内容详见公司于 2024 年 5 月 8 日披露的 《关于公司监事会主席离职的公告》（公告编号：2024-053）。 二、补选监事的情况 监事会 附件： 刘艳女士简历： 刘艳女士，1993 年 ...

证券代码：300125 证券简称：*ST 聆达 公告编号：2025-071 聆达集团股份有限公司 聆达集团股份有限公司（以下简称：公司）监事会前期收到公司监事会主席 吕海龙先生提交的书面辞职报告，具体内容详见公司于 2024 年 5 月 8 日披露的 《关于公司监事会主席离职的公告》（公告编号：2024-053）。 二、补选监事的情况 根据《中华人民共和国公司法》《深圳证券交易所上市公司自律监管指引第 2 号——创业板上市公司规范运作》及《公司章程》等相关规定，为保障监事会 的正常运行，公司于 2025 年 7 月 11 日召开第六届监事会第二十一次会议，审议 通过了《关于补选第六届监事会非职工代表监事的议案》，监事会同意提名刘艳 女士为公司第六届监事会非职工代表监事候选人（简历见附件），任期自股东大 会审议通过之日起至第六届监事会任期届满之日止（2026 年 5 月 21 日），其任 职资格符合《中华人民共和国公司法》《公司章程》等有关监事的任职规定。 该事项尚需提交公司 2025 年第二次临时股东大会审议。 特此公告。 聆达集团股份有限公司 关于补选监事的公告 本公司及董事会全体成员保证信息披露的内容真实 ...

证券代码：300125 证券简称：*ST 聆达 公告编号：2025-070 聆达集团股份有限公司 关于补选董事的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记 载、误导性陈述或重大遗漏。 聆达集团股份有限公司（以下简称：公司）于 2025 年 7 月 11 日召开了第六 届董事会第二十七次会议，审议通过了《关于补选第六届董事会非独立董事的议 案》，因公司董事尚有空缺，为保障公司董事会的正常运行，根据《深圳证券交 易所创业板股票上市规则（2025 年修订）》等有关规定，经公司董事会推荐， 第六届董事会提名委员会资格审查，提名汪小溪先生担任公司第六届董事会非独 立董事候选人（简历见附件），任期自 2025 年第二次临时股东大会审议通过之 日起至第六届董事会任期届满之日止（2026 年 5 月 21 日）。 聆达集团股份有限公司 董事会 2025 年 7 月 11 日 附件： 汪小溪先生简历： 汪小溪先生，1989 年 1 月出生，中国国籍，无境外居留权，本科学历，管 理学学位。2009 年 6 月至 2014 年 10 月任华泰证券股份有限公司安徽分公司投 融资部经理，2014 年 1 ...

证券代码：300125 证券简称：*ST 聆达 公告编号：2025-072 聆达集团股份有限公司 关于召开2025年第二次临时股东大会的通知 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。 聆达集团股份有限公司（以下简称：公司、本公司）第六届董事会第二十七 次会议于2025年7月11日召开，会议决定于2025年7月28日15:00召开2025年第二 次临时股东大会，现将有关事项通知如下： 一、召开会议的基本情况 1、会议召集人：公司董事会 2、会议召开时间： （1）现场会议时间：2025 年 7 月 28 日 15:00 （2）网络投票时间：2025 年 7 月 28 日。其中，通过深圳证券交易所（简 称：深交所）交易系统进行网络投票的具体时间为 2025 年 7 月 28 日上午 9:15 至 9:25，9:30 至 11:30，下午 13:00 至 15:00；通过深交所互联网投票系统投票的 具体时间为 2025 年 7 月 28 日 9:15 至 15:00。 3、会议召开方式：本次股东大会采取现场投票、网络投票相结合的方式。 （2）公司董事、监事、高级 ...

鉴于公司原监事会主席吕海龙先生已申请辞去公司监事、监事会主席职务， 为完善公司治理结构、保障公司有效决策和稳定发展。根据《公司法》《公司章 程》的有关规定，经公司股东铜陵嘉悦同盛新能源合伙企业（有限合伙）提名， 公司监事会资格审查，现提名刘艳女士为公司第六届监事会非职工代表监事候选 人，任期自股东大会审议通过之日起至第六届监事会届满之日止。 为确保监事会的正常运作，在非职工代表监事候选人就任前，原监事仍按照 法律法规及其他规范性文件和《公司章程》的规定，勤勉尽责的履行监事职务。 证券代码：300125 证券简称：*ST 聆达 公告编号：2025-069 聆达集团股份有限公司 第六届监事会第二十一次会议决议公告 本公司及监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。 聆达集团股份有限公司（以下简称：公司）在全资子公司金寨嘉悦新能源科 技有限公司会议室召开第六届监事会第二十一次会议。本次会议通知于2025年7 月8日以电子邮件、微信等通讯方式送达，会议于2025年7月11日上午以现场与 通讯表决相结合的方式召开。本次会议应出席监事3人，实际出席监事3人。本 次会议的召集和 ...