Group 1 - The company's previous credit rating was "A+" with a stable outlook for both the company and the convertible bond "Liyang Convertible Bond" [1][2] - The current credit rating remains "A+" with a stable outlook, as assessed by the credit rating agency Zhongzheng Pengyuan on July 24, 2025 [2] - The credit rating report has been disclosed on the Shanghai Stock Exchange website [2]

Core Points - Guangdong Liyang Chip Testing Co., Ltd. has been approved to issue convertible bonds totaling 520,000 units, each with a face value of RMB 100, raising a total of RMB 52 million [2][4] - The bonds have a maturity period of 6 years, from July 2, 2024, to July 1, 2030 [7] - The initial conversion price for the bonds is set at RMB 16.13 per share, subject to adjustments based on various corporate actions [18] Summary by Sections Approval and Issuance - The issuance of convertible bonds has been approved by the China Securities Regulatory Commission, allowing the company to raise funds through the issuance of 520,000 convertible bonds [2] - The total amount raised from this issuance is RMB 52 million, with each bond having a face value of RMB 100 [4] Bond Characteristics - The bonds are classified as convertible corporate bonds, with a total issuance amount of RMB 52 million [4][3] - The bonds will pay interest annually, with rates starting at 0.2% in the first year and increasing to 1.5% by the fourth year [7] Conversion and Adjustment Mechanism - The conversion period for the bonds begins six months after issuance and lasts until maturity [8] - The conversion price can be adjusted based on corporate actions such as stock dividends, capital increases, and cash dividends [9][18] - The adjusted conversion price is calculated using specific formulas to ensure fair treatment of bondholders [9][18] Redemption and Buyback Provisions - The company has the right to redeem the bonds at face value plus accrued interest under certain conditions, such as if the stock price exceeds 130% of the conversion price for a specified period [12][14] - Bondholders have the right to sell back their bonds to the company if the stock price falls below 70% of the conversion price during the last two interest years [14][15] Credit Rating and Management - The bonds are not secured by any collateral, and the credit rating is provided by China Chengxin International Credit Rating Co., Ltd. [15] - The bond management is overseen by GF Securities Co., Ltd., which will monitor the company's compliance with bondholder interests [18]

证券代码：688135 证券简称：利扬芯片 公告编号：2025-036 转债代码：118048 转债简称：利扬转债 广东利扬芯片测试股份有限公司 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 重要内容提示： ? 证券停复牌情况：适用 因可转债转股价格调整,本公司的相关证券停复牌情况如下： 停牌期 停牌终止 证券代码 证券简称 停复牌类型 停牌起始日 复牌日 间 日 ? 调整前转股价格：16.13 元/股 ? 调整后转股价格：16.12 元/股 ? 转股价格调整实施日期：2025 年 7 月 9 日 一、转股价格调整依据 广东利扬芯片测试股份有限公司（以下简称"公司"）已于 2025 年 7 月 4 日 完成了 2021 年限制性股票激励计划首次授予部分第三个归属期的股份登记手续， 公司总股本 202,434,834 股增加至 203,008,275 股，具体内容详见公司于同日在 上海证券交易所网站（www.sse.com.cn）披露的《关于 2021 年限制性股票激励计 划首次授予部分第三个归属期归属结果暨股份上市的公告》 ...

Core Points - The announcement details the results of the third vesting period of the 2021 Restricted Stock Incentive Plan for Guangdong Liyang Chip Testing Co., Ltd, with 573,441 shares set to be listed on July 11, 2025 [1][12] - The plan involves a total of 205 participants, with 2,389,445 shares granted, of which 573,441 shares are now vested [9][12] - The company has completed the necessary registration procedures for the shares, and the total share capital will increase from 202,434,834 to 203,008,275 shares [10][11] Summary by Sections Incentive Plan Overview - The board approved the 2021 Restricted Stock Incentive Plan on May 17, 2021, with independent directors confirming its benefits for the company's sustainable development [2][4] - The plan was publicly disclosed and approved by shareholders during a meeting on June 2, 2021 [3][4] Vesting Details - The third vesting period has a total of 573,441 shares, with 205 individuals eligible for the vesting [9][12] - The shares represent 24% of the total granted shares for the respective participants [9] Stock Listing and Flow - The shares will be listed for trading on July 11, 2025, and the company has outlined restrictions on the transfer of shares for directors and senior management [10][11] - The total share capital will increase to 203,008,275 shares following the vesting [10] Financial Impact - The company reported a net profit of -7.5845 million RMB for Q1 2025, with the basic earnings per share at -0.04 RMB; the new shares will dilute earnings based on the increased total share capital [11][12]

Summary of Key Points Core Viewpoint - The announcement details the interest payment schedule for the convertible bonds issued by Guangdong Liyang Chip Testing Co., Ltd., including key dates and interest rates for the bondholders [1][2][3]. Group 1: Convertible Bond Issuance - The company issued 5.2 million convertible bonds with a face value of RMB 100 each, raising a total of RMB 520 million [1]. - The bonds have a term starting from the issuance date, with interest rates increasing from 0.2% in the first year to 2.5% in the sixth year [1][2]. Group 2: Interest Payment Details - The interest payment period for the first year is from July 2, 2024, to July 1, 2025, with an annual interest rate of 0.20% [4][5]. - The interest payment will be made on July 2, 2025, with the record date for bondholders set for July 1, 2025 [3][4]. Group 3: Tax Implications - Individual investors are subject to a 20% tax on interest income, resulting in a net interest payment of RMB 0.16 per bond after tax [5]. - Non-resident enterprises are exempt from corporate income tax on the interest income from these bonds until December 31, 2025 [5]. Group 4: Contact Information - The company and its underwriting institution, GF Securities Co., Ltd., have provided contact details for further inquiries regarding the bonds [6][7].

Core Viewpoint - The company, Guangdong Liyang Chip Testing Co., Ltd., is conducting a share transfer through a pricing inquiry, with the transfer price set at 15.59 yuan per share for a total of 6,582,643 shares, which will not significantly impact the company's governance structure or ongoing operations [1][2][3]. Transferor Situation - The transferor's shareholding before the transfer was 35.45%, which will decrease to 32.16% after the transfer, indicating a change that touches the 5% integer multiple [3][4]. - The transferor includes Hainan Yangzhi Enterprise Management Partnership and Hainan Yanghong Enterprise Management Partnership, which are employee stock ownership platforms [1][2]. Transfer Details - The actual transfer involved 6,582,643 shares, with the transferor's post-transfer shareholding being 65,108,410 shares, representing 32.16% of the total share capital [1][3]. - The transfer process involved 134 institutional investors, including 21 fund management companies and 83 private fund managers, with 15 valid bids received during the inquiry period [5][6]. Pricing and Regulatory Compliance - The minimum transfer price was set at 15.46 yuan per share, and the final confirmed price was 15.59 yuan per share [5][6]. - The transfer process adhered to relevant laws and regulations, ensuring fairness and compliance with market standards [6][7].

Summary of the Inquiry Transfer Report Core Viewpoint The report outlines the process and results of the inquiry transfer of shares from specific shareholders of Guangdong Liyang Chip Testing Co., Ltd. to institutional investors, ensuring compliance with relevant regulations and fairness in the transfer process. Group 1: Overview of the Inquiry Transfer - The inquiry transfer involves shareholders Huang Xing, Hainan Yangzhi Enterprise Management Partnership, Hainan Yanghong Enterprise Management Partnership, Huang Zhu, and Xie Chunlan reducing their holdings in Guangdong Liyang Chip Testing Co., Ltd. [1] - As of June 20, 2025, the total number of shares held by the selling shareholders and their proportion of the total share capital is detailed [1]. - The maximum number of shares proposed for inquiry transfer is 6,582,643 shares, representing 3.25% of the total share capital [2]. Group 2: Transfer Method and Pricing - The transfer method follows the guidelines set forth in the "Inquiry Transfer and Allocation Guidelines" for companies listed on the Science and Technology Innovation Board [2]. - The minimum price for the inquiry transfer is determined based on the average trading price of the company's shares over the 20 trading days prior to June 17, 2025 [2][3]. - The pricing determination process prioritizes subscription price, subscription quantity, and the time of receipt of the subscription forms [3]. Group 3: Transfer Process and Results - A total of 134 institutional investors received the subscription invitation, including various types of investment firms [5]. - The final transfer price was set at 15.59 yuan per share, with a total transaction amount of 102,623,404.37 yuan [8]. - Eleven institutional investors were confirmed as the final recipients of the shares, with the total number of shares allocated being 6,582,643 [8]. Group 4: Compliance and Verification - The inquiry transfer process was verified to be legal and compliant with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [9][14]. - Both the selling and buying parties were confirmed to meet the necessary qualifications for participation in the inquiry transfer [12][14]. - The report concludes that the entire inquiry transfer process adhered to principles of fairness and compliance with market regulations [14].

Core Viewpoint - The article discusses the qualification review conducted by Guotai Junan Securities for shareholders of Guangdong Liyang Chip Testing Co., Ltd. regarding the transfer of shares to specific institutional investors before the company's initial public offering [1][2]. Group 1: Shareholder Qualification Review - Guotai Junan Securities was commissioned by the shareholders of Liyang Chip to organize the inquiry transfer of shares [1]. - The review process included interviews and inquiries with the shareholders, as well as the collection of relevant documents [2]. - Huang Xing, a shareholder, has not violated any regulations regarding share reduction and is subject to the inquiry transfer window period regulations [2][3]. Group 2: Specific Shareholder Details - Huang Xing is a natural person with no overseas permanent residency and has complied with all share reduction regulations [3][4]. - Hainan Yangzhi Enterprise Management Partnership and Hainan Yanghong Enterprise Management Partnership are also involved, both of which are legal entities with no violations of share reduction regulations [4][5]. - The shares intended for transfer are pre-IPO shares and are not subject to any pledges or judicial freezes [5][6]. Group 3: Compliance with Regulations - The inquiry transfer must comply with the guidelines set forth in the "Inquiry Transfer and Allocation Guidelines" [9][10]. - Liyang Chip has met the requirements for the inquiry transfer, including maintaining a cash dividend amount exceeding 30% of the average annual net profit attributable to shareholders [9]. - The inquiry transfer does not fall within the restricted periods outlined in the guidelines, ensuring compliance with all regulatory requirements [10][11].

Core Viewpoint - The company, Guangdong Liyang Chip Testing Co., Ltd., is planning a pre-IPO share transfer through a pricing inquiry, involving specific shareholders and institutional investors [1][2]. Group 1: Shareholder Information - The shareholders participating in the transfer include Huang Xing, Hainan Yangzhi Enterprise Management Partnership, Hainan Yanghong Enterprise Management Partnership, Huang Zhu, and Xie Chunlan [1]. - The total number of shares to be transferred is 6,582,643, representing 3.25% of the company's total share capital [2][3]. - Huang Xing plans to transfer 1,745,800 shares (0.78%), Hainan Yanghong 1,294,850 shares (0.64%), Huang Zhu 1,165,000 shares (0.58%), and Xie Chunlan 797,500 shares (0.38%) [2]. Group 2: Transfer Details - The transfer is organized by Guotai Junan Securities Co., Ltd., and the shares have been released from restrictions, ensuring clear ownership [2][3]. - The transfer price will not be lower than 70% of the average trading price over the 20 trading days prior to June 17, 2025 [3][4]. - The transfer will not occur through centralized bidding or block trading, and the shares acquired cannot be transferred within six months [2][3]. Group 3: Investor Conditions - The transferees must be institutional investors with appropriate pricing capabilities and risk tolerance, including securities firms, fund management companies, and qualified foreign investors [4][5]. - The company confirms that there are no operational risks or potential changes in control related to this share transfer [5].

Group 1 - The initial transfer price for the inquiry transfer of Guangdong Liyang Chip Testing Co., Ltd. is set at 15.59 yuan per share based on the inquiry subscription situation as of June 18, 2025 [1] - A total of 15 institutional investors participated in the inquiry transfer, including fund management companies, qualified foreign investors, securities companies, and private fund managers, with a total effective subscription of 9,518,627 shares, resulting in an effective subscription multiple of approximately 1.45 times [1] - The proposed transfer shares have been fully subscribed, with the preliminary determined transferees being 11 institutional investors, intending to acquire a total of 6,582,643 shares [2] Group 2 - The final results of the inquiry transfer are subject to the completion of share change registration by the Shanghai branch of China Securities Depository and Clearing Corporation Limited [2] - The inquiry transfer does not involve a change in the company's control and will not affect the company's governance structure and ongoing operations [2]