（文章来源：证券日报） 证券日报网讯 11月21日晚间，正帆科技发布公告称，截至2025年11月21日，上海正帆科技股份有限公 司（以下简称"公司"）已触发"正帆转债"转股价格向下修正条款。经公司第四届董事会第十六次会议审 议通过，公司董事会决定本次不向下修正"正帆转债"转股价格，且在未来3个月内（自本次触发修正条 件的次一交易日2025年11月24日至2026年2月23日），如再次触发"正帆转债"转股价格的向下修正条 件，亦不提出向下修正方案。 ...

登录新浪财经APP 搜索【信披】查看更多考评等级 证券代码：688596 证券简称：正帆科技 公告编号：2025-070 经上海证券交易所自律监管决定书〔2025〕72号文同意，公司本次发行的可转换公司债券于2025年4月3 日起在上海证券交易所上市交易，转债简称"正帆转债"，转债代码"118053"。 转债代码：118053 转债简称：正帆转债 上海正帆科技股份有限公司 关于"正帆转债"预计触发转股价格向下修正条件的提示性公告 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、准确性和完整性依法承担法律责任。 重要内容提示： ● 转股价格：38.52元/股 ● 转股的起止日期：2025年9月24日至2031年3月17日 ● 上海正帆科技股份有限公司（以下简称"公司"）股票自2025年11月3日至2025年11月14日已有10个交 易日的收盘价低于当期转股价格的85%（即32.74元/股），存在触发《上海正帆科技股份有限公司向不 特定对象发行可转换公司债券募集说明书》（以下简称"募集说明书"）中规定的转股价格向下修正条件 的可能性。若触发条件，公司将于触发条 ...

证券日报网讯 11月14日晚间，正帆科技发布公告称，自2025年11月3日至2025年11月14日，公司股票已 连续有10个交易日的收盘价低于当期转股价格的85%（即32.74元/股），存在触发募集说明书中规定的 转股价格向下修正条件的可能性。若未来连续20个交易日内有5个交易日收盘价仍继续满足相关条件， 将可能触发"正帆转债"的转股价格向下修正条款。根据相关规定，若触发转股价格修正条件，公司将于 触发转股价格修正条件当日召开董事会审议决定是否修正转股价格，并在次一交易日开市前披露修正或 者不修正可转债转股价格的提示性公告，同时按照募集说明书的约定及时履行后续审议程序和信息披露 义务。 （文章来源：证券日报） ...

Core Viewpoint - The announcement details a change in the equity stake of the major shareholder, Wind Sail Holdings, in Shanghai Zhengfan Technology Co., Ltd., due to the reduction of convertible bonds held, which has resulted in a decrease in their overall equity percentage from 17.34% to 16.85% [1][2]. Group 1: Shareholder Information - Wind Sail Holdings held 50,789,260 shares and convertible bonds worth 181,013,000 RMB before the reduction, representing a total equity stake of 17.34% [2]. - After reducing their holdings by 61,312,000 RMB in convertible bonds, Wind Sail Holdings now holds 119,701,000 RMB in convertible bonds, maintaining the same number of shares [2]. Group 2: Equity Change Details - The equity change triggered by Wind Sail Holdings' reduction in convertible bonds has reached a 1% threshold, calculated based on the total shares and convertible bonds held [2][3]. - The calculation for the equity percentage considers both the shares and the corresponding shares from the convertible bonds against the total issued shares and the remaining convertible bonds [3]. Group 3: Regulatory Compliance - The equity change does not involve any share changes and does not trigger a mandatory tender offer, nor does it alter the control of the company [4]. - The transaction complies with relevant laws and regulations, including the Securities Law and the Management Measures for the Acquisition of Listed Companies [4].

Core Viewpoint - Zhengfan Technology (688596.SH) has received a notification from Fengfan Holdings regarding a significant reduction in its holdings of Zhengfan convertible bonds, indicating a shift in ownership structure and potential implications for shareholder dynamics [1] Group 1: Shareholding Changes - Fengfan Holdings has cumulatively reduced its holdings by 61.312 million RMB in face value of Zhengfan convertible bonds [1] - After this reduction, Fengfan Holdings holds 50.7893 million shares of the company and 120 million RMB in face value of Zhengfan convertible bonds, with a conversion price of 38.52 RMB per share [1] - The total equity stake held by Fengfan Holdings in Zhengfan Technology is now 16.85% [1]

Core Viewpoint - Zhengfan Technology (688596.SH) has received a notification from Windfan Holdings regarding a significant reduction in its holdings of Zhengfan convertible bonds, indicating a shift in ownership structure and potential implications for the company's equity distribution [1] Summary by Categories Company Actions - Windfan Holdings has cumulatively reduced its holdings by 61.312 million RMB in face value of "Zhengfan Convertible Bonds" [1] - After this reduction, Windfan Holdings holds 50.7893 million shares of the company [1] Financial Metrics - Windfan Holdings currently possesses 120 million RMB in face value of "Zhengfan Convertible Bonds" with a conversion price of 38.52 RMB per share [1] - The total equity stake held by Windfan Holdings in Zhengfan Technology is now 16.85% [1] Ownership Changes - The cumulative reduction in holdings by Windfan Holdings has triggered a change in the company's equity structure, crossing the 1% threshold for ownership change [1]

Core Viewpoint - The controlling shareholder, Windfan Holdings Limited, has reduced its holdings in Zhengfan Technology by selling bonds worth 61.312 million RMB, resulting in a decrease in ownership from 17.34% to 16.85% [1] Group 1 - The reduction in holdings does not involve any change in share capital and does not trigger a mandatory bid [1] - The change in ownership will not affect the status of the controlling shareholder or the actual controller of the company [1]

Core Points - The company announced the results of the third exercise period of its 2021 second stock option incentive plan, with a total of 3,134,800 shares available for exercise [1] - As of the end of Q3 2025, a total of 1,927,800 shares have been exercised, representing 61.50% of the total available [1] - The exercise price for the stock options has been adjusted multiple times, currently set at 21.30 yuan per share [4][3] Group 1: Stock Option Incentive Plan - The 2021 second stock option incentive plan was approved in November 2021, granting a total of 9,720,000 stock options to 10 incentive objects at an initial exercise price of 22.00 yuan per share [2] - The first grant of stock options occurred on December 3, 2021, with 9,220,000 options awarded [3] - The exercise period for the third phase is from December 17, 2024, to December 2, 2025, with shares listed for trading on T+2 after exercise [1][7] Group 2: Exercise and Registration Details - In Q3 2025, a total of 384,386 shares were exercised and registered, with the funds raised amounting to 8,187,421.80 yuan, which will be used to supplement the company's working capital [12] - The number of participants in the exercise was 8 out of 10 eligible individuals [6] - The shares obtained through the exercise are unrestricted and can be traded freely [8] Group 3: Convertible Bonds - The company issued convertible bonds named "Zhengfan Convertible Bonds" starting from March 18, 2025, with a total issuance amount of 1,041,095,000 yuan [18] - From September 24 to September 30, 2025, a total of 480 shares were converted from the bonds, representing 0.0002% of the total shares before conversion [15][20] - As of September 30, 2025, 1,041,076,000 yuan of the convertible bonds remained unconverted, accounting for 99.9982% of the total issuance [16][20]

Core Viewpoint - The company announced an adjustment to the conversion price of its convertible bonds, "Zhengfan Convertible Bonds," effective from September 18, 2025, reducing the price from 38.54 CNY to 38.52 CNY per share due to stock option exercises and other corporate actions [5][19]. Group 1: Conversion Price Adjustment - The conversion price adjustment is based on the company's stock option exercise and follows the relevant provisions in the offering prospectus [3][19]. - The previous conversion price was 38.54 CNY per share, and the new conversion price is set at 38.52 CNY per share [5][6]. - The adjustment formula considers factors such as stock dividends, capital increases, and cash dividends [4][20]. Group 2: Convertible Bond Issuance Overview - The company issued 10,410,950 convertible bonds with a total value of 1,041,095,000 CNY, with a maturity period of six years from March 18, 2025, to March 17, 2031 [8][10]. - The bonds will be convertible into shares starting from September 24, 2025, until March 17, 2031 [9][10]. - The bonds have a face value of 100 CNY each and a tiered interest rate structure over the six-year period [10]. Group 3: Conversion Procedures - Holders of the convertible bonds can apply to convert their bonds into shares during the conversion period, following the procedures set by the Shanghai Stock Exchange [11][13]. - The conversion process allows for partial or full conversion of the bonds, with specific rules regarding the minimum conversion unit and the handling of fractional shares [11][15]. - Newly converted shares will have the same rights as existing shares and will be listed for trading the next business day after conversion [15].

Core Points - Zhengfan Technology announced an adjustment to the conversion price of its "Zhengfan Convertible Bonds" from 38.54 yuan per share to 38.52 yuan per share, effective from September 18, 2025 [2] Company Summary - The adjustment in the conversion price indicates a slight decrease, which may impact the attractiveness of the convertible bonds for investors [2] - The new conversion price reflects the company's ongoing strategy to manage its capital structure and investor relations [2] Industry Summary - The adjustment of convertible bond prices is a common practice in the industry, often influenced by market conditions and company performance [2] - Such changes can affect investor sentiment and the overall market perception of the company's financial health [2]