证券代码：603596 证券简称：伯特利 公告编号：2025-041 请投资者认真阅读本公告。本次向不特定对象发行可转债在发行流程、申 购、缴款和投资者弃购处理等环节的重要提示如下： 1 1、网上投资者申购本次发行的可转债中签后，应根据《芜湖伯特利汽车安 全系统股份有限公司向不特定对象发行可转换公司债券网上中签结果公告》（以 下简称"《网上中签结果公告》"）履行资金交收义务，确保其资金账户在 2025 年 7 月 3 日（T+2 日）日终有足额的认购资金，能够认购中签后的 1 手或 1 手整 数倍的可转债，投资者款项划付需遵守投资者所在证券公司的相关规定。投资者 认购资金不足的，不足部分视为放弃认购，由此产生的后果及相关法律责任，由 投资者自行承担。根据中国证券登记结算有限责任公司上海分公司（以下简称"中 国结算上海分公司"）的相关规定，放弃认购的最小单位为 1 手。网上投资者放 弃认购的部分由主承销商和联席主承销商包销。 2、当原股东优先认购的可转债数量和网上投资者申购的可转债数量合计不 足本次发行数量的 70%时，或当原股东优先缴款认购的可转债数量和网上投资者 缴款认购的可转债数量合计不足本次发行数量的 ...

Investment Rating - The automotive industry is rated as "Overweight" with expectations of outperforming the market in the next six months [52]. Core Views - The automotive sector saw a weekly increase of 2.88%, outperforming the CSI 300 index by 0.93 percentage points during the period from June 22 to June 27, 2025 [10][41]. - Retail sales of passenger vehicles in June increased by 24% year-on-year, with a total of 1,008.6 million units sold year-to-date, reflecting an 11% increase compared to the previous year [6][42]. - The new Xiaomi YU7 SUV model launched successfully, achieving over 240,000 pre-orders within 18 hours of its release [3][42]. Summary by Sections Market Review - The automotive sector's performance for the week (June 22-27, 2025) showed a 2.88% increase, with the passenger vehicle segment rising by 0.08% and commercial vehicles by 1.01% [10][41]. - The automotive parts sector increased by 4.62%, while the automotive services sector rose by 4.27%, both outperforming the CSI 300 index [10][41]. Valuation Levels - As of June 27, 2025, the automotive industry's PE-TTM was 25.9, up by 0.72 from the previous week. The valuations for passenger vehicles, commercial vehicles, and parts were 25.37, 35.87, and 24.46 respectively [11][41]. New Vehicle Launches - A total of 28 new models were launched during the week, including the Xiaomi YU7, which is priced between 25.35 and 32.99 million yuan [38][40]. Investment Recommendations - The report suggests that the automotive sector is expected to continue its upward trend, with specific focus on the performance of electric vehicles and related technologies [41].

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个别及连带责任。 特别提示 芜湖伯特利汽车安全系统股份有限公司（以下简称"伯特利"、"发行人"或"公 司"）、中国国际金融股份有限公司（以下简称"保荐人（主承销商）"、"主承销 商"或"中金公司"） 和国泰海通证券股份有限公司（以下简称"联席主承销商" 或"国泰海通"）根据《中华人民共和国证券法》、《证券发行与承销管理办法》（证 监会令〔第 228 号〕）、《上市公司证券发行注册管理办法》（证监会令〔第 227 号〕）、《上海证券交易所上市公司证券发行与承销业务实施细则（2025 年修订）》 （上证发〔2025〕47 号）（以下简称"《实施细则》"）、《上海证券交易所证券发 行与承销业务指南第 2 号——上市公司证券发行与上市业务办理》（上证函〔2021〕 323 号）、《上海证券交易所证券发行与承销业务指南第 4 号——上市公司证券发 行与承销备案（2025 年 3 月修订）》（上证发〔2025〕42 号）等相关规定组织实 施向不特定对象发行可转换公司债券（以下简称"可转债"或"伯 25 ...

Investment Rating - The report maintains an "Overweight" rating for the automotive industry [1] Core Insights - The automotive sector has shown mixed performance, with a recent decline of 1.66% over the past two weeks, underperforming the CSI 300 index by 3.04 percentage points, ranking 24th among 31 sectors [5][13] - In terms of production and sales, China's automotive production in May reached 2.649 million units, a year-on-year increase of 11.7%, while sales were 2.686 million units, up 11.1% year-on-year [21] - The launch of Xiaomi's YU7 SUV is expected to intensify competition in the electric vehicle market, particularly against Tesla's Model Y, due to its high specifications and competitive pricing [49][50] Industry Data Tracking - In May, automotive exports totaled 551,000 units, reflecting a year-on-year growth of 14.6% [21] - The dealer inventory warning index stood at 52.7%, down 5.50 percentage points year-on-year and 7.10 percentage points month-on-month [21] - The automotive sector's PE (TTM) ratio is currently at 28.11 times, with the passenger vehicle segment at 35.68 times [18][20] Industry News - The People's Bank of China and six other departments are promoting automotive loan services and reducing penalties for early loan settlements during trade-in processes [31] - The Ministry of Commerce will organize a "New Energy Vehicle Consumption Season" from July to December 2025 to boost sales in rural areas [32] - Guangzhou aims for over 90% of new cars to be L2 or higher level intelligent connected vehicles by 2027 [33][34] Company News - Xiaomi's YU7 was officially launched with prices starting at 259,900 yuan, and it has already received over 200,000 reservations within three minutes [41][49] - Changan Automobile has changed its controlling shareholder's name to Chanzhi Automotive Technology Group Co., Ltd., with no impact on its operations [42] - Haier's Robotaxi business has secured over 3 billion yuan in financing, indicating strong investor interest in autonomous driving technology [43][44]

Core Viewpoint - The company is issuing convertible bonds with a credit rating of AA, indicating a stable outlook, while highlighting the importance of understanding associated risks in the automotive industry and market dynamics [1][2]. Group 1: Industry and Market Risks - The automotive parts industry is closely tied to the automotive manufacturing sector, which is cyclical and influenced by macroeconomic conditions. In 2023, China's automotive production and sales reached 30.16 million and 30.09 million units, respectively, marking year-on-year growth of 11.6% and 12.0% [2]. - The automotive parts market is experiencing intensified competition, with both international giants and domestic suppliers vying for market share. The shift from price competition to technology and brand competition is notable [2][3]. Group 2: Operational and Financial Risks - The company has a high customer concentration, with the top five customers accounting for 75.34% of revenue in the latest reporting period. This reliance on major clients poses risks if their demand decreases due to market pressures [3]. - The company has significant related-party transactions, particularly with Chery Automobile, which accounted for 44.44% of revenue. While these relationships are stable, any adverse changes could impact profitability [3]. - The company's gross margin has been declining, with rates of 20.45%, 19.50%, and 18.81% over the reporting periods. Increased competition and downward pressure on vehicle prices could further affect margins [4]. Group 3: Fundraising and Investment Risks - The company is raising funds for projects related to mechanical braking and intelligent electronic control products. Successful implementation is contingent on market conditions and customer demand [5][6]. - The company faces risks related to the international trade environment, particularly for its investment project in Mexico, which could be affected by changes in trade policies and market conditions in North America [7]. Group 4: Dividend Distribution Policy - The company has a stable profit distribution policy, prioritizing cash dividends, with a minimum of 10% of distributable profits to be paid out annually. The policy emphasizes reasonable returns to investors while ensuring sustainable development [8][9].

Meeting Overview - The fourth meeting of the supervisory board of Wuhu Berteli Automotive Safety Systems Co., Ltd. was held on June 26, 2025, with all three supervisors present, confirming the legality and validity of the meeting [1][2]. Convertible Bond Issuance - The supervisory board approved the proposal to clarify the issuance plan for convertible bonds to unspecified objects, with a total fundraising amount of RMB 2,802 million and an issuance of 28,020,000 bonds [2][3]. - Each bond has a face value of RMB 100 and will be issued at face value [2][3]. - The bonds will be listed on the Shanghai Stock Exchange [2][3]. Bond Characteristics - The bonds will have an annual interest rate of 2.0%, with interest paid annually starting from July 1, 2025 [3][4]. - The redemption price for unconverted bonds will be 110% of the face value, including the last annual interest [5][12]. - The bonds will not have a holding period restriction, allowing trading on the first day of listing [8][12]. Subscription and Allocation - Original shareholders will have priority in subscribing to the bonds, with the subscription date set for July 1, 2025 [5][6]. - The total number of shares eligible for priority allocation is 604,710,820, after excluding treasury shares [6][7]. - The minimum subscription unit is 1,000 RMB, with a maximum of 1,000,000 RMB per account [8][9]. Adjustments and Rights - The conversion price will be adjusted in case of stock dividends, capital increases, or cash dividends [10][11]. - Holders of the convertible bonds have the right to sell back their bonds to the company if certain conditions are met, such as the stock price falling below 70% of the conversion price [13][14]. Related Transactions - The company plans to increase and adjust the expected daily related transactions for 2025, specifically with Chery Automobile and its affiliates, increasing the procurement amount by RMB 65 million while keeping the sales amount unchanged at RMB 655.1 million [17].

Core Viewpoint - The announcement details the increase and adjustment of the expected daily related transactions for 2025 by Wuhu Berteli Automotive Safety Systems Co., Ltd, which falls within the board's approval scope and does not require shareholder meeting review [1][2]. Summary of Daily Related Transactions - The board approved the increase and adjustment of expected daily related transactions on June 26, 2025, with the related director abstaining from voting [1]. - The expected transaction amounts for 2025 with Chery Automobile Co., Ltd and its affiliates are set at 20 million yuan for procurement and 655.1 million yuan for sales [2][4]. Transaction Amounts and Comparisons - The adjusted expected amounts for related transactions are as follows: - Procurement from Chery Automobile: 58 million yuan (previously 13 million yuan) [3]. - Sales to Chery Automobile: 502.5 million yuan (previously 525.1 million yuan) [4]. - The total expected related transactions amount to 675.6 million yuan, compared to the previous year's actual transactions of 107.9 million yuan [4]. Related Parties and Their Financials - Chery Automobile, established in 1997, has a registered capital of 5.469 billion yuan and reported revenue of 14.3 billion yuan and net profit of 1.27 billion yuan [4][5]. - Chery Technology, a wholly-owned subsidiary of Chery Automobile, has a registered capital of 1.892 billion yuan and reported revenue of 369.9 million yuan and net profit of 44.5 million yuan [5]. - Chery New Energy, a holding subsidiary of Chery Automobile, has a registered capital of 1.0337 billion yuan and reported revenue of 741 million yuan with a net loss of 40.1 million yuan [6]. Pricing Policy and Transaction Purpose - The related transactions are priced based on market fair value, with contracts detailing specific terms [10]. - The purpose of these transactions is to maximize shareholder interests by leveraging the resources and advantages of related parties, ensuring no significant impact on the company's financial status or independence [10].

Core Viewpoint - Bethel Automotive Safety Systems Co., Ltd. plans to issue convertible bonds to raise funds, with a total amount not exceeding RMB 2.802 billion, aimed at expanding production capacity and enhancing product development in the automotive safety systems sector. Company Overview - Bethel Automotive Safety Systems Co., Ltd. is located in Wuhu, Anhui, China, and specializes in the research, development, manufacturing, and sales of automotive safety system components and electronic control modules [24]. - The company was established on June 25, 2004, and has a registered capital of RMB 606.51 million [24]. Industry Context - The automotive parts industry in China is closely linked to the automotive manufacturing sector, which is cyclical and sensitive to macroeconomic conditions. The industry has seen significant growth over the past two decades, with 2023 witnessing record production and sales of 30.16 million and 30.09 million vehicles, respectively, marking year-on-year increases of 11.6% and 12.0% [2][3]. - The automotive parts market is highly competitive, with both international giants and domestic suppliers vying for market share. The competition has shifted from price-based to technology and brand-based [3]. Financial Performance - The company reported a high customer concentration, with the top five customers accounting for 77.17% of its revenue in the reporting period. This includes major clients such as Chery Automobile and other well-known manufacturers [4][5]. - The gross profit margins for the company's main business were 20.45%, 19.50%, and 18.81% over the reporting periods, indicating a trend of declining margins due to increased market competition and pricing pressures from automotive manufacturers [6]. Bond Issuance Details - The convertible bonds will be rated AA by China Chengxin International Credit Rating Co., Ltd., with a stable outlook for both the bonds and the issuer [2]. - The funds raised will primarily be used for projects related to electronic mechanical brakes (EMB), wire-controlled brake systems (WCBS), electronic parking brake (EPB) systems, and lightweight components [19]. Risk Factors - The company faces risks related to market demand fluctuations, particularly if the automotive manufacturing sector experiences a downturn. Historical data shows that the automotive market has faced declines due to various factors, including policy changes and economic conditions [2][4]. - The competitive landscape is intensifying, with the need for continuous innovation and improvement in product offerings to maintain market position [3][4].

证券代码：603596 证券简称：伯特利 公告编号：2025-037 芜湖伯特利汽车安全系统股份有限公司 向不特定对象发行可转换公司债券网上路演公告 保荐人（主承销商）：中国国际金融股份有限公司 联席主承销商：国泰海通证券股份有限公司 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个别及连带责任。 芜湖伯特利汽车安全系统股份有限公司（以下简称"发行人"或"伯特利"）向 不特定对象发行可转换公司债券（以下简称"本次发行"）已获得中国证券监督管 理委员会证监许可〔2025〕631 号同意注册。 本次发行的可转债将向在股权登记日收市后中国证券登记结算有限责任公 司上海分公司登记在册的原股东优先配售，原股东优先配售后余额部分（含原股 东放弃优先配售部分）通过上海证券交易所交易系统网上向社会公众投资者发行。 本 次 发 行 的 相 关 公 告 及 文 件 可 在 上 海 证 券 交 易 所 网 站 （http://www.sse.com.cn）查询。 为便于投资者了解伯特利的有关情况和本次发行的相关安排，发行人、主承 销商和联席主承销商将就本次发 ...

芜湖伯特利汽车安全系统股份有限公司 Bethel Automotive Safety Systems Co.,Ltd. （中国（安徽）自由贸易试验区芜湖片区泰山路 19 号） 向不特定对象发行可转换公司债券募集说明书 摘要 中国国际金融股份有限公司 （住所：北京市朝阳区建国门外大街 1 号国贸大厦 2 座 27 层及 28 层） 联席主承销商 （住所：中国（上海）自由贸易试验区商城路 618 号） 二〇二五年六月 1 股票简称：伯特利 股票代码：603596 中国证监会、上海证券交易所对本次发行所作的任何决定或意见，均不表明其对 申请文件及所披露信息的真实性、准确性、完整性作出保证，也不表明其对发行人的 盈利能力、投资价值或者对投资者的收益作出实质性判断或保证。任何与之相反的声 明均属虚假不实陈述。 根据《证券法》的规定，证券依法发行后，发行人经营与收益的变化，由发行人 自行负责。投资者自主判断发行人的投资价值，自主作出投资决策，自行承担证券依 法发行后因发行人经营与收益变化或者证券价格变动引致的投资风险。 2 芜湖伯特利汽车安全系统股份有限公司 向不特定对象发行可转换公司债券募集说明书摘要 重大事项提示 投 ...