相关日期 | 证券代码：603197 | 证券简称：保隆科技 | 公告编号：2025-055 | | --- | --- | --- | | 债券代码：113692 | 债券简称：保隆转债 | | 上海保隆汽车科技股份有限公司 2024年年度权益分派实施公告 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、准确性和完整性承担法律责任。 重要内容提示： 每股分配比例 A 股每股现金红利0.51元 | 股份类别 | 股权登记日 | 最后交易日 | 除权（息）日 | 现金红利发放日 | | --- | --- | --- | --- | --- | | Ａ股 | 2025/6/10 | － | 2025/6/11 | 2025/6/11 | 一、 通过分配方案的股东会届次和日期 本次利润分配方案经公司2025 年 5 月 21 日的2024年年度股东会审议通过。 二、 分配方案 截至股权登记日下午上海证券交易所收市后，在中国证券登记结算有限责任 截至本公告披露日，公司总股本为 214,482,121 股，较 2024 年 12 月 31 日公 司总股本 212, ...

| 证券代码：603197 | 证券简称：保隆科技 | 公告编号：2025-054 | | --- | --- | --- | | 债券代码：113692 | 债券简称：保隆转债 | | 上海保隆汽车科技股份有限公司 关于公司为控股子公司提供担保的公告 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、准确性和完整性承担法律责任。 重要内容提示： 被担保人名称：上海保隆工贸有限公司（以下简称"保隆工贸"）、上 海保隆汽车科技（安徽）有限公司（以下简称"合肥保隆"）、保隆霍富（上海） 电子有限公司（以下简称"保富中国"）为上海保隆汽车科技股份有限公司（以 下简称"公司"）控股子公司，不存在其他关联关系。 公司本次为保隆工贸、合肥保隆、保富中国提供担保金额为人民币 37,040.00 万元、15,000.00 万元、3,100.00 万元。截至本公告披露日，公司实 际为保隆工贸、合肥保隆、保富中国提供的担保余额为人民币 121,740.00 万元、 44,500.00 万元、59,845.00 万元（不含本次担保金额）。 本次担保均不存在反担保。 公司及控股子公 ...

Core Viewpoint - The company has approved the temporary use of idle raised funds to supplement working capital, with specific amounts and timeframes outlined in multiple announcements [1][2][3]. Group 1: Fund Usage Approvals - On December 3, 2024, the company approved the use of up to 400 million yuan of idle raised funds for temporary working capital, with a usage period not exceeding 12 months [1]. - On December 30, 2024, the company approved the use of up to 300 million yuan of idle raised funds for temporary working capital, with a similar usage period [2]. - On May 20, 2025, the company approved the use of up to 80 million yuan of idle raised funds for temporary working capital, also with a maximum usage period of 12 months [3]. Group 2: Fund Return Status - As of the latest updates, 30 million yuan from the 400 million yuan approved on December 3, 2024, has been returned to the dedicated fundraising account, with 370 million yuan remaining [3]. - From the 300 million yuan approved on December 30, 2024, 295 million yuan remains unreturned [3]. - The 80 million yuan approved on May 20, 2025, has not yet been utilized, totaling 665 million yuan of idle raised funds that will be returned before the expiration date [3].

| 证券代码：603197 | 证券简称：保隆科技 公告编号：2025-053 | | --- | --- | | 债券代码：113692 | 债券简称：保隆转债 | 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。 上海保隆汽车科技股份有限公司（以下简称"公司"）于 2024 年 12 月 3 日召开第七届董事会第二十一次会议及第七届监事会第二十一次会议，审议通过 《关于使用部分闲置募集资金暂时补充流动资金的议案》，同意公司使用不超过 4 亿元闲置募集资金暂时补充流动资金，使用期限自公司董事会审议通过之日起不 超过 12 个月。具体内容详见公司 2024 年 12 月 4 日披露于上海证券交易所网站 的《上海保隆汽车科技股份有限公司关于使用部分闲置募集资金暂时补充流动资 金的公告》（公告编号：2024-125）。 公司于 2024 年 12 月 30 日召开第七届董事会第二十二次会议及第七届监事 会第二十二次会议，审议通过《关于使用部分闲置募集资金暂时补充流动资金的 议案》，同意公司使用不超过 3 亿元闲置募集资金暂时补充流动 ...

Group 1 - The company will hold its first temporary shareholders' meeting of 2025 on June 17, 2025, at 14:00 in Shanghai [3] - The voting for the shareholders' meeting will be conducted through both on-site and online platforms, specifically the Shanghai Stock Exchange's network voting system [3][4] - The agenda includes a proposal regarding the repurchase and cancellation of certain restricted stocks and stock options as part of the 2023 incentive plan [2][4] Group 2 - Shareholders must register to attend the meeting, with specific documentation required for both individual and corporate shareholders [5][6] - The record date for shareholders eligible to attend the meeting is June 10, 2025 [6] - The company emphasizes that the content of the announcement is accurate and complete, with legal responsibility for any misleading information [3]

Meeting Overview - The seventh session of the Supervisory Board of Shanghai Baolong Automotive Technology Co., Ltd. was held on May 23, 2025, via email notification to all supervisors, complying with relevant laws and regulations [1] Agenda Items Adjustment of Stock Option Exercise Prices - The Supervisory Board approved the adjustment of the exercise price for reserved stock options under the 2021 Restricted Stock and Stock Option Incentive Plan from 52.89 CNY/share to 52.38 CNY/share, aligning with the company's 2024 annual cash dividend and relevant regulations [1][2] - The Supervisory Board also approved the adjustment of the exercise price for the 2023 Incentive Plan from 44.26 CNY/share to a new price, ensuring compliance with the regulations and no harm to shareholder interests [2] Repurchase and Cancellation of Stock Options - The Supervisory Board approved the repurchase and cancellation of certain restricted stocks and stock options under the 2023 Incentive Plan, confirming that the actions are in accordance with relevant laws and will not affect the implementation of the incentive plan or harm the interests of the company and its shareholders [3]

Group 1 - The company, Shanghai Baolong Automotive Technology Co., Ltd., has announced a reduction in registered capital and amendments to its Articles of Association, which requires shareholder approval [1][2] - The board of directors approved the repurchase and cancellation of 859,750 restricted shares at a price of 28.20 RMB per share due to performance assessment not meeting targets [1][2] - Following the repurchase, the total share capital will decrease from 214,479,582 shares to 213,619,832 shares, and the registered capital will reduce from 214,479,582 RMB to 213,619,832 RMB [1][2] Group 2 - The company will amend specific clauses in its Articles of Association to reflect the changes in registered capital and total shares [2] - The revised Articles of Association will be disclosed on the Shanghai Stock Exchange and other designated media [2] - The board has requested the shareholders' meeting to authorize management to handle the necessary business registration changes [2]

General Provisions - The company aims to protect the legal rights of shareholders and creditors, and to regulate its organization and behavior according to relevant laws and regulations [1][3] - The company is established as a joint-stock limited company based on the restructuring of Shanghai Baolong Industrial Co., Ltd. and has been registered with the Shanghai Municipal Administration for Industry and Commerce [3][4] Business Objectives and Scope - The company's business objectives include improving management levels and core competitiveness, providing quality services to customers, maximizing shareholder rights and company value, and creating economic and social benefits [6] - The business scope includes manufacturing and retail of automotive parts, technology services, sales of electronic components, and import-export activities among others [6][7] Shares - The company issues ordinary shares, with a total registered capital of RMB 2,136.19832 million [6][9] - The total number of shares issued at establishment was 48,431,500, all subscribed by 32 founders [8] - The company’s shares are issued at a par value of RMB 1.00 each, and all shares are held in centralized custody by the China Securities Depository and Clearing Corporation [10][11] Shareholder and Shareholder Meeting - Shareholders have rights proportional to their shareholdings, including the right to dividends and participation in decision-making processes [16][17] - The company must hold an annual general meeting within six months after the end of the previous fiscal year, and special meetings can be called under certain conditions [47][48] Board of Directors - The board of directors is responsible for the overall management of the company, including the election and remuneration of directors [26][27] - The board must ensure compliance with laws and regulations during meetings and decision-making processes [41][42] Financial Accounting System - The company is required to establish a financial accounting system and conduct internal audits to ensure transparency and accountability [8][9] - The appointment of external auditors must be approved by the shareholders [26][27] Amendments to the Articles - The articles of association can be amended based on decisions made by the shareholders during meetings [13][14] - Any amendments must comply with the relevant laws and regulations [13][14]

Core Viewpoint - The legal opinion letter issued by Shanghai Panming Law Firm confirms that Shanghai Baolong Automotive Technology Co., Ltd. has complied with necessary approval and decision-making procedures for adjusting the exercise price of stock options under its 2021 restricted stock and stock option incentive plan [4][8]. Group 1: Adjustment Procedures - The adjustment of the exercise price of stock options is based on the company's compliance with the relevant laws and regulations, including the Company Law and Securities Law, as well as the management measures for equity incentives [2][4]. - The board of directors and the supervisory board have approved the adjustment proposal, ensuring that the necessary decision-making processes were followed [5][8]. Group 2: Adjustment Details - The initial exercise price of the stock options was set at 54.05 yuan per share, which has been adjusted to 53.74 yuan per share following a cash dividend distribution of 0.31 yuan per share [7]. - After subsequent cash dividend distributions of 0.64 yuan and 0.21 yuan per share, the exercise price was further adjusted to 53.10 yuan and then to 52.89 yuan per share, respectively [7][8]. - The latest proposed adjustment will bring the exercise price down to 52.38 yuan per share, maintaining compliance with the management measures and ensuring the price remains above 1 yuan [8].

Core Viewpoint - The company has announced an adjustment to the stock option exercise price in its 2023 restricted stock and stock option incentive plan, reducing the price from 44.26 CNY per share to 43.75 CNY per share due to the upcoming cash dividend distribution [1][5][6] Summary by Sections Approval Process and Implementation - The company’s board of directors and supervisory board have approved the adjustment to the stock option exercise price after reviewing relevant proposals and management methods [1][4] - The independent directors provided their opinions on the proposals, and the supervisory board verified the list of incentive objects without receiving any objections during the public notice period [2][3] Adjustment Reason and Results - The adjustment of the stock option exercise price is based on the company's 2024 annual profit distribution plan, which includes a cash dividend of 0.51 CNY per share, totaling approximately 108.17 million CNY [5] - The formula for adjusting the exercise price is outlined, where the new price is calculated by subtracting the dividend from the previous exercise price [5] Impact of Adjustment - The adjustment to the stock option exercise price is not expected to have a substantial impact on the company's financial status or operational results [5] Opinions from Committees - The board's remuneration and assessment committee supports the adjustment, stating it aligns with regulations and does not harm the interests of the company or its shareholders [5] - The supervisory board agrees with the adjustment, confirming it complies with relevant regulations and does not harm shareholder interests [6] Legal Opinion - The company's legal counsel has concluded that all necessary approval and decision-making procedures have been followed for the adjustment, ensuring compliance with applicable regulations [6]