证券代码：688596 证券简称：正帆科技 公告编号：2026-001 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可转债转股结果暨股份变动公告 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。 根据有关规定和公司《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》"） 的约定，公司本次发行的"正帆转债"自2025年9月24日起可转换为本公司股份。 因公司股票期权自主行权和实施2024年度权益分派，"正帆转债"转股价格自2025年6月27日起由38.85元/ 股调整为38.54元/股，具体内容详见公司于2025年6月21日在上海证券交易所网站（www.sse.com.cn）披 露的《关于"正帆转债"转股价格调整的提示性公告》（公告编号：2025-046）。 因公司股票期权自主行权，"正帆转债"转股价格自2025年9月18日起由38.54元/股调整为38.52元/股，具 体内容详见公司于2025年9月17日在上海证券交易所网站（www.sse.com.cn）披露的《关于"正帆转 债"转 ...

Core Points - The company announced an adjustment to the conversion price of its convertible bonds, "Zhengfan Convertible Bonds," from 38.52 CNY per share to 38.45 CNY per share, effective from December 5, 2025 [5][6][8] - The adjustment is in accordance with the relevant provisions outlined in the prospectus for the convertible bonds [3][4] - The adjustment was necessitated by the company's stock option incentive plan, which saw a total of 1,207,000 shares converted during the period [2][10] Summary by Sections Conversion Price Adjustment - The conversion price before adjustment was 38.52 CNY per share, and after adjustment, it is set to be 38.45 CNY per share [5][6] - The adjustment formula used for the conversion price is based on the issuance of new shares and stock dividends [4][6] Stock Option Incentive Plan - The company’s second phase of the stock option incentive plan allows for a total of 3,134,800 shares to be exercised between December 17, 2024, and December 2, 2025 [10][21] - The total number of shares converted during this period was 1,207,000 shares, resulting in an increase in total share capital from 292,923,454 shares to 294,131,009 shares [2][21] Financial Impact - The funds raised from the exercise of stock options amounted to approximately 67.24 million CNY, which will be used to supplement the company's working capital [21] - The results of the stock option exercise are not expected to have a significant impact on the company's financial status or operating results [21]

Core Points - The company, Zhengfan Technology, announced that it has triggered the downward adjustment clause for its convertible bonds, "Zhengfan Convertible Bonds," as of November 21, 2025 [2] - The board of directors decided not to adjust the conversion price downward and will not propose any downward adjustment in the next three months, from November 24, 2025, to February 23, 2026, even if the adjustment conditions are triggered again [2] Summary by Category - **Company Announcement** - Zhengfan Technology has triggered the downward adjustment clause for its convertible bonds [2] - The board has resolved not to adjust the conversion price downward [2] - **Future Actions** - The company will not propose a downward adjustment for the conversion price in the next three months, regardless of any further triggers [2]

Core Viewpoint - The company, Shanghai Zhengfan Technology Co., Ltd., has announced the potential for a downward adjustment of the conversion price for its convertible bonds due to the stock price falling below a specified threshold [2][8]. Group 1: Convertible Bond Details - The initial conversion price for the convertible bonds was set at 38.85 CNY per share, which was adjusted to 38.54 CNY on June 27, 2025, and further adjusted to 38.52 CNY on September 18, 2025 [3][4]. - The convertible bonds were issued on March 18, 2025, with a total issuance of 10,410,950 bonds, amounting to 1,041,095,000 CNY [2][3]. Group 2: Price Adjustment Conditions - The conversion price may be adjusted downward if the company's stock price closes below 85% of the current conversion price (32.74 CNY) for at least 15 out of 30 consecutive trading days [2][8]. - If the conditions are met, the board of directors will convene to decide on the adjustment and will disclose the decision promptly [8]. Group 3: Regulatory Compliance - The company is adhering to the regulations set forth by the Shanghai Stock Exchange regarding the management of convertible bonds and their conversion price adjustments [6][7]. - The company will publish announcements regarding any adjustments, including the extent of the adjustment and the relevant dates for shareholders [7].

Core Viewpoint - Zhengfan Technology announced that its stock price has been below 85% of the current conversion price for 10 consecutive trading days, indicating a potential trigger for the downward adjustment of the conversion price of its convertible bonds [2] Summary by Relevant Sections - **Stock Performance** - From November 3 to November 14, 2025, the company's stock has closed below the conversion price threshold of 32.74 yuan per share for 10 consecutive trading days [2] - **Conversion Price Adjustment Conditions** - If the stock continues to meet the criteria for 5 out of the next 20 trading days, it may trigger the downward adjustment clause for the "Zhengfan Convertible Bonds" [2] - **Board Meeting and Disclosure Requirements** - Upon triggering the adjustment condition, the company will convene a board meeting to decide on the adjustment of the conversion price and will disclose the decision the next trading day [2]

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]