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伯特利: 中国国际金融股份有限公司关于芜湖伯特利汽车安全系统股份有限公司使用募集资金置换预先投入募投项目及已支付发行费用的自筹资金的核查意见
Zheng Quan Zhi Xing· 2025-07-31 16:38
Summary of Key Points Core Viewpoint The company, Wuhu Berteli Automotive Safety Systems Co., Ltd., is utilizing raised funds to replace pre-invested self-raised funds and paid issuance expenses, following regulatory compliance and internal approvals [1][6][9]. Group 1: Fundraising Overview - The company issued 28,020,000 convertible bonds with a total fundraising amount of RMB 2,802,000,000, resulting in a net amount of RMB 2,789,650,905 after deducting issuance costs of RMB 12,349,094.60 [1][2]. - All raised funds are stored in a special account approved by the board of directors to ensure proper management and usage [2]. Group 2: Fund Allocation and Adjustments - The total planned investment for projects was RMB 336,949.05 million, with the adjusted amount for raised funds being RMB 278,965.09 million [2][3]. - Specific project funding adjustments include: - Electronic Mechanical Brake (EMB) project: adjusted from RMB 50,000.00 to RMB 22,645.00 million - High-strength aluminum alloy casting project: adjusted from RMB 35,000.00 to RMB 31,091.00 million - Working capital: adjusted from RMB 81,953.30 to RMB 80,718.39 million [2][3]. Group 3: Pre-Investment and Issuance Expenses - As of July 29, 2025, the company pre-invested RMB 71,662.13 million of self-raised funds into the projects [3][5]. - The total issuance expenses amounted to RMB 1,234.91 million, with RMB 314.75 million paid from self-raised funds [5][6]. Group 4: Compliance and Approval Process - The board of directors approved the use of raised funds to replace pre-invested self-raised funds and paid issuance expenses, totaling RMB 71,976.88 million [6][8]. - The monitoring committee confirmed that the procedures followed comply with relevant regulations and do not affect the normal progress of the fundraising projects [8][9]. - The sponsor institution verified that the replacement of funds aligns with the implementation plan and adheres to regulatory requirements [9].
伯特利: 容诚专字[2025]230Z1785号芜湖伯特利汽车安全系统股份有限公司以自筹资金预先投入募集资金投资项目及支付发行费用鉴证报告
Zheng Quan Zhi Xing· 2025-07-31 16:38
Core Viewpoint - The report provides an assurance regarding Wuhu Berteli Automotive Safety Systems Co., Ltd.'s pre-investment of self-raised funds into fundraising projects and payment of issuance expenses, confirming compliance with relevant regulations and reflecting the company's financial activities accurately [1][3]. Group 1: Fundraising Overview - The company has publicly issued 28,020,000 convertible bonds with a face value of RMB 100 each, raising a total of RMB 2,789,650,905.40 after deducting issuance costs [4]. - The total amount intended for investment projects from the fundraising is capped at RMB 280,200.00 million, with adjustments possible based on actual fundraising outcomes [5]. Group 2: Pre-Investment and Expenses - As of July 29, 2025, the actual amount of self-raised funds pre-invested into the projects is RMB 716,621,327.31 [6]. - The total issuance expenses incurred by the company amount to RMB 12,349,094.60, with a portion covered by self-raised funds [6][7].
伯特利: 北京市竞天公诚律师事务所关于伯特利2019年限制性股票激励计划预留部分第三个解除限售期解除限售条件成就的公告的法律意见书
Zheng Quan Zhi Xing· 2025-07-31 16:38
中国北京市朝阳区建国路 77 号华贸中心 3 号写字楼 34 层 邮政编码 100025 电话: (86-10) 5809-1000 传真: (86-10) 5809-1100 北京市竞天公诚律师事务所 关于芜湖伯特利汽车安全系统股份有限公司 第三个解除限售期解除限售条件成就的 法律意见书 致:芜湖伯特利汽车安全系统股份有限公司 北京市竞天公诚律师事务所(以下称"本所")接受芜湖伯特利汽车安全系 统股份有限公司(以下称"公司"或"伯特利")的委托,根据《中华人民共和 国公司法》(以下称"《公司法》")、《中华人民共和国证券法》(以下称"《证 券法》")、《上市公司股权激励管理办法(2025 年修正)》(以下称"《管 理办法》")等有关法律、法规和规范性文件及《芜湖伯特利汽车安全系统股份 有限公司章程》(以下称"《公司章程》")的规定、《芜湖伯特利汽车安全系 统股份有限公司 2019 年限制性股票激励计划(修订稿)》(以下称"《激励计 划》")的规定,就公司 2019 年限制性股票激励计划(以下称"激励计划"或 "本次激励计划")预留部分第三个解除限售期解除限售条件成就的相关事宜(以 下称"本次解除限售")出具 ...
伯特利: 中国国际金融股份有限公司关于芜湖伯特利汽车安全系统股份有限公司使用部分闲置募集资金进行现金管理的核查意见
Zheng Quan Zhi Xing· 2025-07-31 16:38
Cash Management Overview - The purpose of cash management is to improve the efficiency of fund utilization without affecting the construction of fundraising projects and the normal operation of the company, thereby increasing returns for the company and its shareholders [1][8] - The company plans to use a maximum of 1,300 million RMB of idle fundraising funds for cash management, with a usage period not exceeding 12 months, and the funds will be returned to the special account for fundraising after maturity [1][6] Fund Sources and Related Information - The funds for cash management come from temporarily idle fundraising funds, which were raised through the issuance of 28,020,000 convertible bonds, totaling 2,802 million RMB [2][3] - The net amount of funds raised after deducting issuance costs is intended for investment in fundraising projects [3] Investment Types and Methods - The company will strictly control risks by using temporarily idle fundraising funds to purchase safe, liquid, principal-protected financial products, including but not limited to structured deposits, time deposits, and large certificates of deposit [5][6] - The management team is authorized to handle the purchase of cash management products, including selecting qualified financial institutions and signing relevant contracts [5][6] Review Procedures - The board of directors and the supervisory board approved the cash management proposal on July 30, 2025, allowing the use of idle funds without affecting the normal operation of fundraising projects [6][8] - This matter does not require submission to the shareholders' meeting for approval [6] Impact on the Company - The cash management of idle fundraising funds will not affect the normal construction of fundraising projects and is expected to enhance the efficiency of fund utilization, providing better returns for the company and its shareholders [7][8] - The supervisory board supports the cash management initiative, affirming its compliance with relevant laws and regulations [8][9] Sponsor's Verification Opinion - The sponsor believes that the cash management initiative has been duly approved by the board and supervisory board, complies with regulatory requirements, and will not change the intended use of fundraising funds [9]
伯特利: 伯特利关于公司2019年限制性股票激励计划预留部分第三个解除限售期解除限售条件成就暨上市的公告
Zheng Quan Zhi Xing· 2025-07-31 16:38
Core Viewpoint - The announcement details the achievement of conditions for the third unlock period of the reserved portion of the 2019 restricted stock incentive plan of Wuhu Berteli Automotive Safety Systems Co., Ltd, allowing for the listing of 213,500 shares on August 6, 2025 [1][10]. Group 1: Incentive Plan Overview - The 2019 restricted stock incentive plan was approved and implemented through board and supervisory meetings, with independent opinions provided by the independent directors and legal counsel [2][3]. - The total number of restricted stocks granted under the incentive plan is 1,535,000 shares, with an additional 400,000 shares reserved for future grants [3][4]. Group 2: Unlock Conditions - The third unlock period for the reserved portion of the restricted stock is set to expire on July 21, 2025, meeting the 60-month requirement from the grant date [10]. - Both the company and the incentive recipients have met the conditions for unlocking, including no adverse audit opinions or administrative penalties [10][11]. Group 3: Performance Metrics - The performance assessment for unlocking the shares is based on the company's revenue growth rate, with a target of at least 38% for the third unlock period [11]. - The company achieved a revenue of 993,659.94 million yuan for 2024, reflecting a growth of 79.39% compared to 2022 [11]. Group 4: Unlocking Details - A total of 19 individuals are eligible to unlock 213,500 shares, which represents 0.04% of the company's total share capital of 606,510,820 shares [12][13]. - The shares will be listed for trading on August 6, 2025, with specific transfer restrictions for directors and executives [13][14]. Group 5: Legal Compliance - The legal opinion confirms that the conditions for the third unlock period have been met and that the necessary approvals and authorizations have been obtained [14][15].
伯特利: 伯特利关于“伯25转债”2025年跟踪评级结果的公告
Zheng Quan Zhi Xing· 2025-07-31 16:38
Core Viewpoint - The credit rating for Berteli Automotive Safety Systems Co., Ltd. remains stable with both the bond and issuer rated at "AA" [1][2]. Group 1: Credit Rating Details - Previous bond rating was "AA" and issuer rating was also "AA" with a stable outlook [1][2]. - The current bond rating for "Ber 25 Convertible Bond" is maintained at "AA" with a stable outlook [1][2]. - The tracking credit rating report was issued by Zhongzheng Pengyuan Credit Rating Co., Ltd. on July 30, 2025 [2]. Group 2: Regulatory Compliance - The company conducted the rating in accordance with relevant regulations including the "Measures for the Administration of Securities Issuance and Registration of Listed Companies" and "Shanghai Stock Exchange Company Bond Listing Rules" [1]. - The full credit rating report is available on the Shanghai Stock Exchange website for investor reference [2].
伯特利:213500股限售股将于8月6日上市流通
Zheng Quan Ri Bao Wang· 2025-07-31 14:12
证券日报网讯7月31日晚间,伯特利(603596)发布关于公司2019年限制性股票激励计划预留部分第三 个解除限售期解除限售条件成就暨上市的公告称,公司本次股票上市类型为股权激励股份;股票认购方 式为网下,本次股票上市流通总数为213,500股。本次股票上市流通日期为2025年8月6日。 ...
伯特利:拟推2025年第一期员工持股计划
Ge Long Hui· 2025-07-31 12:57
Core Viewpoint - Bertli (603596.SH) announced its first employee stock ownership plan for 2025, aiming to raise a total of no more than 44.946 million yuan [1] Summary by Relevant Sections Fundraising Details - The employee stock ownership plan intends to raise funds not exceeding 44.946 million yuan, with each unit of subscription priced at 1 yuan, and a maximum of 44.946 million units available for subscription [1] - The actual total amount raised will be determined based on the final fundraising results [1] Funding Sources - The funding for the employee stock ownership plan will come from employees' legal salaries, self-raised funds, and other methods permitted by laws and regulations [1] - The company will not provide any financial assistance such as advances, guarantees, or loans to the holders [1] Stock Source and Ownership Limits - The stocks for the employee stock ownership plan will be sourced from the company's repurchased A-shares, totaling 1,800,000 shares, which accounts for 0.2968% of the company's total share capital [1] - After implementation, the total number of shares held by all effective employee stock ownership plans will not exceed 10% of the company's total share capital, and individual employees' holdings will not exceed 1% of the total share capital [1] - Shares held under the employee stock ownership plan do not include those acquired by employees before the company's initial public offering, shares purchased in the secondary market, or shares obtained through equity incentives [1]
伯特利拟推2025年第一期员工持股计划
Zhi Tong Cai Jing· 2025-07-31 12:01
Core Viewpoint - Bertli (603596.SH) has announced its first employee stock ownership plan for 2025, aiming to raise a total of no more than 44.946 million yuan, with each unit priced at 1 yuan [1] Group 1: Fundraising Details - The employee stock ownership plan intends to raise a maximum of 44.946 million yuan, with a cap of 44.946 million units available for subscription [1] - The source of the stocks for the plan will be from the company's repurchased A-shares, totaling 1.8 million shares, which represents 0.2968% of the company's total share capital [1] Group 2: Plan Duration and Lock-up Period - The duration of the employee stock ownership plan is set for 72 months, starting from the date the last stock transfer is completed to the plan [1] - Stocks acquired through legal means will have a lock-up period of up to 60 months, with the unlocking process occurring in three phases starting 36 months after the last stock transfer [1]
伯特利(603596.SH)拟推2025年第一期员工持股计划
智通财经网· 2025-07-31 11:59
智通财经APP讯,伯特利(603596.SH)发布2025年第一期员工持股计划(草案),持股计划拟募集资金总额 不超过4,494.60万元,以"份"作为认购单位,每份份额为1元,本员工持股计划的份数上限为4,494.60万 份,最终募集资金总额以实际募资总额为准。持股计划股票来源为公司回购专用证券账户回购的伯特利 A股股票,股票总数180万股,占目前公司总股本比例0.2968%。 持股计划存续期为72个月,自公司公告最后一笔标的股票过户至本员工持股计划名下之日时起计算;本 员工持股计划通过非交易过户等法律法规许可的方式取得的标的股票,自公司公告最后一笔标的股票过 户至本员工持股计划名下之日时起36个月后开始分三期解锁,锁定期最长60个月。 ...