证券代码：002717.SZ 证券简称：ST 岭南 债券代码：128044.SZ 转债简称：岭南转债 岭南生态文旅股份有限公司 向不特定对象发行可转换公司债券 债券受托管理人 二〇二五年八月 重要声明 据公司《关于"岭南转债"不能按期兑付本息的公告》（公告编号：2024- 进行本息兑付。 据公司《关于公司主体及相关债券信用等级的公告》（公告编号：2024- C，下调"岭南转债"的信用等级为 C。 "岭南转债"逾期事项可能会影响其他债权人对公司的信心，从而进一步 减弱公司融资能力，加剧公司资金紧张局面。如公司无法妥善解决，公司会因 逾期债务面临进一步的诉讼、仲裁、银行账户被冻结、资产被冻结等事项，也 可能需支付相关违约金、滞纳金和罚息，将会影响公司的生产经营和业务开展， 增加公司的财务费用，同时进一步加大公司资金压力，并对公司本年度业绩产 生影响。 此外，公司债务逾期事项可能导致公司退市。如无法妥善解决，将影响公 司在资本市场的声誉，同时影响投资者对公司的信心，并进一步影响公司股票 价格。公司可能因触及交易类强制退市情形而终止上市。 二、持续经营风险 近年来公司生态环境建设与修复业务、水务水环境治理业务及文化旅 ...

Core Viewpoint - The company, Lingnan Ecological Culture and Tourism Co., Ltd., is facing significant financial difficulties, including the inability to repay its convertible bonds on time, which may lead to further legal and operational challenges [2][3][4]. Financial Performance - In 2024, the company's operating revenue was 861.84 million yuan, a decline of 59.55% compared to 2023 [3]. - The net profit attributable to shareholders for 2024 was -984.33 million yuan, indicating a reduction in the scale of losses compared to 2023 [3]. - For the first quarter of 2025, the net profit attributable to shareholders was -66.40 million yuan, a decrease of 26.36% compared to the same period in 2024 [3]. Debt and Credit Risks - The credit rating of the "Lingnan Convertible Bond" has been downgraded to C, indicating a high risk of default [2]. - The company is experiencing liquidity pressure due to delayed project payments and high asset-liability ratios, which may further weaken its financing capabilities [2][4]. Legal and Regulatory Issues - As of December 31, 2024, the company had 251 pending lawsuits with a total amount involved of 2.95 billion yuan, which is 13.02% of the latest audited net assets [7]. - The company is facing increased litigation risks due to payment delays to suppliers, which may further complicate its financial situation [6][7]. Asset Pledge and Collateral Risks - The company has pledged assets to secure the "Lingnan Convertible Bond," but the realizable value of these assets is uncertain due to the nature of the receivables and the need for cooperation from various parties [5][6]. - There is a risk that if the company files for bankruptcy within a year of the pledge, the collateral may be revoked [5]. Stock Market Risks - The company's stock is at risk of being delisted if the closing price remains below 1 yuan for 20 consecutive trading days, as per Shenzhen Stock Exchange regulations [6]. Management and Oversight - GF Securities has been appointed as the trustee for the "Lingnan Convertible Bond" and is monitoring the situation closely to protect the interests of bondholders [10].

Group 1 - The stock price of ST Lingnan (002717) closed at 1.74 yuan on July 29, 2025, down 2.79% with a turnover rate of 4.82% and a trading volume of 771,100 shares, amounting to a transaction value of 134 million yuan [1] - On July 29, 2025, the net outflow of main funds from ST Lingnan was 33.67 million yuan, while retail investors saw a net inflow of 24.89 million yuan [2][4] - The company announced that it would issue convertible bonds, with the second phase of repayment scheduled for July 31, 2025, based on the remaining bond quantity of 4,107,192 units, with a repayment ratio of 1 bond for every 13 held [2] Group 2 - The company reported a significant decline in revenue for 2024, with total operating income of 861.84 million yuan, down 59.55% year-on-year, and a net loss of 984.33 million yuan, although the loss scale decreased by 9.86% [2] - In Q1 2025, the operating income was 67.60 million yuan, a year-on-year decrease of 77.85%, with a net loss of 66.40 million yuan, representing a reduction in loss scale by 26.36% [2] - Due to the inability to repay the "Lingnan Convertible Bonds," the company's credit rating has been downgraded to C level, indicating ongoing operational risks and potential delisting [2][4]

在今年1月完成第一期偿付的基础上，ST岭南近期公布了第二期偿付方案。 公司将以每13张偿付1张，不足13张的偿付1张为准。债券实际面额保持不变，并按偿付数量扣减持有人所持仓 的债券数量。公司已将超3100万元资金划转至中国证券登记结算有限责任公司深圳分公司，用于岭南转债第二 期偿付。 第二期偿付金额超3100万元 7月28日晚间，ST岭南公告称，公司在今年1月22日召开了岭南转债2025年第一次债券持有人会议，审议通过 了《关于岭南转债偿债方案的议案》。 根据岭南转债偿债方案，公司已于2025年1月27日完成了岭南转债第一期偿付，第一期偿付后剩余债券本金为 41072.13万元，扣除第一期因处于司法/质押冻结状态而未偿付的0.21万元本金后，剩余债券本金为41071.92万 元。 对于第二期偿付，公告称，在2025年7月31日前，公司将以岭南转债剩余债券数量扣除第一期因司法/质押冻结 而暂未偿付的债券数量为基础（即410.72万张）进行部分偿付。具体偿付标准为，每13张偿付1张，不足13张 的偿付1张。债券实际面额保持不变，并按偿付数量扣减持有人所持仓的债券数量。公司已将3168.24万元划转 至中国证券登记 ...

Core Viewpoint - The company is facing significant financial challenges, including a substantial decline in revenue and net profit, which may impact its ability to meet obligations related to the "Lingnan Convertible Bond" [4][5][6]. Group 1: Bond Payment and Management - The second phase of repayment for the "Lingnan Convertible Bond" is scheduled for July 31, 2025, with partial repayment based on the number of bonds held [2][10]. - The actual face value of the bonds will remain unchanged, and the number of bonds held by investors will be adjusted according to the repayment [9][10]. - The bond trustee, GF Securities, is closely monitoring the situation and will ensure that the interests of bondholders are protected [10]. Group 2: Financial Performance - In 2024, the company's revenue was 861.84 million yuan, a decrease of 59.55% compared to 2023 [4]. - The net profit attributable to shareholders for 2024 was -984.33 million yuan, indicating a reduction in the scale of losses compared to the previous year [4]. - For the first quarter of 2025, the net profit attributable to shareholders was -66.40 million yuan, a 26.36% decrease in losses compared to the same period in 2024 [4]. Group 3: Operational Risks - The company is experiencing operational difficulties due to delays in project bidding and construction, leading to liquidity pressures and a high debt-to-asset ratio [3][5]. - There is a risk of litigation and arbitration due to payment delays to suppliers, with 251 pending lawsuits amounting to approximately 294.64 million yuan [8]. Group 4: Market and Regulatory Risks - The company's stock is at risk of delisting if the closing price remains below 1 yuan for 20 consecutive trading days [7]. - The company has not yet secured written consent for pledging accounts receivable and equity from project companies as collateral for the convertible bonds, which adds uncertainty to the asset's realizable value [6][5].

Core Viewpoint - Lingnan Ecological Culture and Tourism Co., Ltd. has announced the repayment arrangement for the second phase of its convertible bonds, indicating ongoing efforts to secure funding for debt repayment [1][2]. Group 1: Repayment Arrangement - The company held a bondholders meeting on January 22, 2025, where the repayment plan for the "Lingnan Convertible Bonds" was approved [1]. - The first phase of repayment was completed on January 27, 2025, with the remaining bond principal amounting to 410.72 million yuan after accounting for 0.21 million yuan that was not repaid due to judicial/pledge freezes [1]. - The second phase of repayment will be based on the number of bonds that were not repaid due to judicial/pledge freezes, and the actual bond face value will remain unchanged [1]. Group 2: Future Plans and Considerations - The company is actively seeking funds through multiple channels, with the final repayment plan to be announced after the market closes on July 28, 2025 [1]. - The company will entrust China Securities Depository and Clearing Corporation Limited to handle this repayment [1]. - Bondholders are advised to refrain from actions that may lead to unsuccessful repayment, such as transferring collateral or non-trading transfers [2].

Core Viewpoint - Lingnan Ecological Culture and Tourism Co., Ltd. is facing significant financial difficulties, including the inability to repay its convertible bonds on time, which may lead to further legal and financial repercussions [2][4][6]. Financial Performance - In 2024, the company's operating revenue was 861.84 million yuan, a decline of 59.55% compared to 2023 [3]. - The net profit attributable to shareholders for 2024 was -984.33 million yuan, indicating a reduction in the scale of losses compared to 2023 [3]. - For the first quarter of 2025, the net profit attributable to shareholders was -66.40 million yuan, a decrease of 26.36% in losses compared to the same period in 2024 [3]. Debt and Credit Risk - The credit rating for the "Lingnan Convertible Bond" has been downgraded to C, indicating a high risk of default [2]. - The company is experiencing liquidity pressure due to delayed project payments and high debt levels, which may affect its ability to secure future financing [2][4]. Legal and Regulatory Issues - As of December 31, 2024, the company had 251 pending lawsuits with a total claim amount of 2.95 billion yuan, which represents 11.16% of the company's latest audited net assets [6][7]. - The company is at risk of being delisted if its stock price remains below 1 yuan for 20 consecutive trading days [6]. Asset Pledge and Collateral Risks - The company has pledged its receivables and equity as collateral for the "Lingnan Convertible Bond," but the realizable value of these assets is uncertain due to long collection periods and lack of market reference [5][6]. - There is a risk that if the company files for bankruptcy within a year of the collateral establishment, the pledge may be revoked [5]. Management and Oversight - GF Securities has been appointed as the trustee for the "Lingnan Convertible Bond" and is responsible for monitoring the company's compliance and the interests of bondholders [7][9].

Core Viewpoint - The company, Lingnan Ecological Culture and Tourism Co., Ltd., is facing significant financial difficulties, including the inability to repay its convertible bonds on time, which may lead to further legal and financial repercussions [2][4][6]. Financial Performance - In 2024, the company's operating revenue was 861.84 million yuan, a decline of 59.55% compared to 2023 [3]. - The net profit attributable to shareholders for 2024 was -984.33 million yuan, indicating a reduction in the scale of losses compared to 2023 [3]. - For the first quarter of 2025, the net profit attributable to shareholders was -66.40 million yuan, a decrease of 26.36% in losses compared to the same period in 2024 [3]. Bond Default Risk - The company announced that it could not make timely principal and interest payments on the "Lingnan Convertible Bonds," leading to a downgrade of its credit rating to C [2][4]. - The default on the bonds may undermine creditor confidence, further straining the company's financing capabilities and exacerbating its liquidity issues [2][4]. Legal and Operational Risks - The company is currently involved in multiple lawsuits, with 251 pending cases and a total claim amount of approximately 2.95 billion yuan [6][7]. - The ongoing financial strain has resulted in delayed payments to suppliers, potentially increasing the number of legal disputes [7]. Asset Pledge and Collateral Risks - The company has pledged its receivables and equity from project companies as collateral for the convertible bonds, but the realizable value of these assets is uncertain due to long collection periods and lack of market reference [5][6]. - There is a risk that if the company files for bankruptcy within a year of the collateral establishment, the pledge may be revoked [5][6]. Stock Delisting Risk - The company's stock is at risk of being delisted if its closing price remains below 1 yuan for 20 consecutive trading days, as per the Shenzhen Stock Exchange regulations [6].

1. Report Industry Investment Rating No relevant content provided. 2. Core Viewpoints of the Report - The convertible bond market reached a critical stage in June 2025, a high - incidence period for convertible bond credit events. The report reviews the 2024 convertible bond credit storm and seeks coping strategies [1][9]. - The 2024 credit shock was the most extensive in the history of the convertible bond market. The root cause was the weak performance of the underlying stocks, and there were also other factors such as issuer fundamentals, market structure, and institutional behavior [2][3]. - In 2025, the approach to convertible bond credit risks has changed. The probability of a continuous and significant decline in the equity market has decreased, reducing delisting risks and repayment pressure. It is recommended to appropriately explore opportunities for mispricing repair [4][73]. 3. Summary According to the Catalog 3.1. Revisiting the 2024 Credit Storm: A Lesson from History 3.1.1. Review of Seven Important Credit Storm Events - **Event 1: April 2024 - New Nine - National Policies and Delisting Rules Triggered a Small - Scale Credit Shock**: On April 12, 2024, the new Nine - National Policies and delisting rules were released, causing significant differentiation in the equity and convertible bond markets. Small - cap stocks were under pressure, and nearly a hundred convertible bonds fell more than 5% within two days. Investor sentiment became cautious. After the regulatory clarification, the market recovered, and there was an inflow of incremental funds, but it also laid the groundwork for subsequent adjustments [11][12]. - **Event 2: May 2024 - Concentration of Credit Events of Weak - Quality Individual Bonds Signaled the Brewing of a Major Credit Storm**: In late April, some convertible bonds were affected by ST or non - disclosure of annual reports. In May, credit events such as debt overdue and rating downgrades of Lingnan Convertible Bond, and rating downgrades of Sanfang and Hongtu Convertible Bonds shattered the recovery trend of low - price bond valuations [18]. - **Event 3: Mid - June 2024 - Doubts about the Capital Chain of Photovoltaic Convertible Bonds Led to Institutional Selling**: On June 19, due to concerns about the capital liquidity of a photovoltaic component convertible bond issuer and the actual controller's attempt to reduce holdings, there was a large - scale sell - off of photovoltaic convertible bonds, intensifying market credit concerns [23]. - **Event 4: Late June 2024 - Concentrated Rating Downgrades, Including Unexpected Large - Cap Bonds**: After the adjustment of photovoltaic convertible bonds, there was a concentrated rating downgrade. The rating downgrade of Wentai Convertible Bond on June 20 significantly exceeded expectations, suppressing institutional sentiment and increasing concerns about future rating adjustments [29]. - **Event 5: Self - Rescue of Shanying Convertible Bond**: Shanying Convertible Bond faced repayment pressure. After the issuer announced a series of self - rescue measures on June 21, the bond price rebounded. Eventually, with the recovery of the equity market, the bond's parity rose above the maturity repayment price, and the repayment pressure was greatly relieved [35][36]. - **Event 6: Guanghui Convertible Bond's Repeated Struggles and Final Delisting**: Due to industry and company - specific problems, Guanghui Convertible Bond's underlying stock price fell below the face value, triggering delisting risk. Despite efforts to boost the stock price, it still entered the delisting process on July 18, causing market adjustments [40][41]. - **Event 7: Lingnan Convertible Bond's Default Shocked the Market**: On August 14, 2024, Lingnan Convertible Bond announced its inability to pay principal and interest on schedule, becoming the first convertible bond to default in the market. Its default had a greater impact on the market than previous defaults [45]. 3.1.2. Scar Effect of the Credit Storm - The 2024 credit shock was the most extensive in history, with over 50% of convertible bonds falling below the bond floor, and the proportion of bonds falling below the face value was also at a historical high [47]. - The pricing anchor for weak - quality individual bonds was lost, making it difficult for investors to make decisions. However, considering industry cycles and issuer efforts, the bond floor can still be used as a pricing anchor for debt - oriented convertible bonds [51][52]. - In terms of market structure, cyclical sectors such as agriculture, new energy, and chemicals had a higher proportion of convertible bonds falling deeply below the bond floor. AAA - rated convertible bonds had stronger credit risk resistance [55]. 3.2. Essence and Enlightenment of the Credit Storm - **Root Cause**: The weak performance of the underlying stocks was the root cause of the 2024 convertible bond market decline. When the equity market was weak, credit events would amplify negative feedback. In addition, there were other factors such as low - risk - preference incremental funds, weak issuer fundamentals, regulatory tightening, and market structural "aging" [3][60][64]. - **Coping Strategies**: Monitor the equity market's small - cap sector. Avoid bonds with obvious risks, especially those with high delisting pressure. Adjust positions based on the credit impact on different - quality bonds. During the shock, allocate large - cap and near - bond - floor bonds. Institutions with stable liabilities can consider participating in mispriced markets, while those with sensitive liabilities should wait for positive equity signals [68][69].

Core Viewpoint - The company, Lingnan Ecological Culture and Tourism Co., Ltd., is facing significant financial difficulties, including the inability to repay its convertible bonds on time, which may lead to further legal and operational challenges [2][4][6]. Financial Performance - In 2024, the company's operating revenue was 861.84 million yuan, a decline of 59.55% compared to 2023 [3]. - The net profit attributable to shareholders for 2024 was -984.33 million yuan, indicating a reduction in the scale of losses compared to 2023 [3]. - For the first quarter of 2025, the net profit attributable to shareholders was -66.40 million yuan, a decrease in losses by 26.36% compared to the same period in 2024 [3]. Debt and Credit Risks - The company has announced that it cannot repay the principal and interest of the "Lingnan Convertible Bonds" on time, leading to a downgrade of its credit rating to C [2]. - The overdue status of the bonds may undermine creditor confidence, further straining the company's financing capabilities and exacerbating its liquidity issues [2][4]. Legal and Operational Challenges - As of December 31, 2024, the company had 251 pending lawsuits with a total amount in dispute of 2.95 billion yuan, which represents 12.75% of the company's latest audited net assets [6][7]. - The company is experiencing delays in project bidding and construction, which have negatively impacted cash flow and operational performance [2][4]. Asset Pledge and Collateral Risks - The company has pledged its equity in Lingnan Water Group Co., Ltd. as collateral for the convertible bonds, but the realizable value of these assets is uncertain due to the nature of the receivables and the need for cooperation from various parties [5][6]. - There is a risk that if the company is declared bankrupt within a year of the collateral establishment, the pledge may be revoked [5]. Stock Market Risks - The company's stock is at risk of being delisted if its share price remains below 1 yuan for 20 consecutive trading days, as per the Shenzhen Stock Exchange regulations [6].