Important Disclaimer
This report is prepared by the bond trustee, GF Securities Co., Ltd. (hereinafter referred to as "GF Securities"), based on relevant public information disclosure documents such as the "Administrative Measures for Convertible Corporate Bonds," the "Trustee Management Agreement" between Lingnan Eco-Culture & Tourism Development Co., Ltd. and GF Securities Co., Ltd. regarding the convertible corporate bonds publicly issued by Lingnan Eco-Culture & Tourism Development Co., Ltd. in 2018 (hereinafter referred to as the "Trustee Management Agreement"), and the "Prospectus for the Public Offering of Convertible Corporate Bonds by Lingnan Eco-Culture & Tourism Development Co., Ltd." (hereinafter referred to as the "Prospectus"), as well as professional opinions issued by third-party intermediaries. GF Securities has not independently verified the content and information quoted from the above documents in this report, nor does it provide any guarantee or assume any responsibility for the truthfulness, accuracy, and completeness of such quoted content and information.
This report does not constitute a recommendation for investors to take or not take any action. Investors should make independent judgments on relevant matters and should not use any content in this report as a commitment or statement by GF Securities. In any event, GF Securities shall not be liable for any action or inaction taken by investors based on this report.
Risk Warning
I. "Lingnan Convertible Bond" May Not Be Redeemed on Time
According to the company's "Announcement on the Inability to Redeem 'Lingnan Convertible Bond' on Time" (Announcement No.: 2024-113), the company's existing monetary funds are insufficient to repay the "Lingnan Convertible Bond," and the "Lingnan Convertible Bond" cannot be redeemed on time for principal and interest.
According to the company's "Announcement on the Credit Rating of the Company's Main Body and Related Bonds" (Announcement No.: 2024-119), the credit rating agency United Credit Rating Co., Ltd. has downgraded the company's long-term credit rating for its main body to C and the credit rating of "Lingnan Convertible Bond" to C.
The overdue situation of "Lingnan Convertible Bond" may affect the confidence of other creditors in the company, thereby further weakening the company's financing capacity and exacerbating its tight cash flow situation. If the company cannot resolve the issue properly, it may face further lawsuits, arbitrations, freezing of bank accounts, and freezing of assets, and may also have to pay relevant liquidated damages, late fees, and penalty interest, which will affect the company's production, operation, and business development, increase the company's financial expenses, and further increase the company's capital pressure, impacting the company's performance this year.
In addition, the overdue debt situation may lead to the company's delisting. If not resolved properly, it will affect the company's reputation in the capital market, affect investors' confidence in the company, and further affect the company's stock price. The company may be delisted due to triggering circumstances for mandatory delisting based on trading.
II. Continuous Operation Risk
In recent years, the company's ecological environment construction and restoration business, water affairs and water environment management business, and cultural tourism business have all been severely impacted. The company's project bidding and tendering are delayed, project commencement is delayed, project construction periods and settlement progress are significantly affected, repayment is poor, the asset-liability ratio is high, profitability and solvency are continuously declining, and there is liquidity pressure.
On April 29, 2026, the company disclosed its 2025 annual audit report. Unitech Zhenqing Certified Public Accountants (Special General Partnership) (hereinafter referred to as "Unitech Zhenqing" or "Annual Auditor") audited the company's 2025 financial report and issued a disclaimer of opinion audit report.
According to the "2025 Annual Report of Lingnan Eco-Culture & Tourism Development Co., Ltd.," in 2025, the company's operating revenue was 11,208.75 million yuan, a year-on-year decrease of 86.99%; in 2025, the net profit attributable to shareholders of the listed company was -2,335,676.1 million yuan, a loss increase of 137.29% compared to the same period last year.