证券代码：603596 证券简称：伯特利 公告编号：2026-004 转债代码：113696 转债简称：伯25转债 芜湖伯特利汽车安全系统股份有限公司 关于部分募集资金投资项目结项并将节余募集资金永久补充流动资金的公告 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。 ● 由于节余募集资金低于募集资金净额5%，根据《上海证券交易所上市公司自律监管指引第1号一一规 范运作》等有关规定，本次节余募集资金永久补充流动资金事项可以免于履行董事会、股东会审议程 序，亦无需保荐机构发表意见，其使用情况应在最近一期定期报告中披露。 一、募集资金基本情况 经中国证券监督管理委员会《关于核准芜湖伯特利汽车安全系统股份有限公司公开发行可转换公司债券 的批复》（证监许可〔2025〕631号）核准，公司向社会公开发行可转换公司债券28,020,000张，每张面 值人民币100.00元，募集资金总额为人民币2,802,000,000.00元，扣除不含税的发行费用人民币 12,349,094.60元后，实际募集资金净额为人民币2,789,650,905.4 ...

南财智讯1月7日电，伯特利公告，截至2025年12月31日，"年产100万套线控底盘制动系统产业化项 目"已达到预计可使用状态，现对该项目予以结项。该项目募集资金承诺投资金额为22645.00万元，累 计已投入17639.42万元，节余募集资金（含利息）661.10万元将用于永久补充流动资金，实际金额以资 金转出当日专户余额为准。公司仍将保留募集资金专户，待支付完毕相关合同尾款后办理注销手续。 ...

对于本次项目延期，伯特利表示，原募投项目设计基于当时的市场环境、整车行业发展趋势及公司实际情况制定。在项目实施过程中，受外部宏观环境、行 业发展变化等因素影响，资金使用进度有所延迟。为确保募投项目稳步推进，降低募集资金使用风险，提高资金使用效率和投资效益，公司经审慎研究后决 定延长该项目预定可使用状态日期。 截至2025年9月30日，公司共设立16个募集资金专户，募集资金余额（含现金管理部分）合计14.93亿元，资金存放规范。具体来看，中国工商银行股份有限 公司芜湖经济技术开发区支行专户余额最高，达5亿元；中信银行股份有限公司芜湖分行、交通银行股份有限公司芜湖分行专户余额分别为2.38亿元、2.83亿 元，其余专户余额从0.25万元至1.63亿元不等。 公告明确，本次项目延期未改变项目的内容、投资总额、实施主体，项目实施的可行性未发生重大变化，不会对募投项目实施造成实质影响，也不存在改变 或变相改变募集资金用途、损害股东利益的情形，不会对公司生产经营产生不利影响，符合公司发展战略和全体股东利益。 近日，伯特利发布公告，公司审议通过《关于部分募集资金投资项目延期的议案》，在不改变项目内容、投资总额及实施主体的前 ...

Core Viewpoint - The company, Wuhu Berteli Automotive Safety Systems Co., Ltd., is utilizing its own funds to pay for part of the fundraising investment projects and will replace these with raised funds, ensuring compliance with regulatory requirements and maintaining the integrity of the fundraising process [1][6]. Fundraising Overview - The company has issued 28,020,000 convertible bonds with a face value of RMB 100 each, raising a total of RMB 2,802,000,000. After deducting issuance costs of RMB 12,349,094.60, the net amount raised is RMB 2,789,650,905.40 [1][2]. - All raised funds are stored in a special account approved by the board of directors to ensure proper management and protection of investor rights [2]. Investment Project Details - The total amount intended for investment in fundraising projects is capped at RMB 280,200.00 million, with adjustments made based on the actual net amount raised after deducting issuance costs [2][3]. - Specific projects include: - 60 million sets of Electronic Mechanical Brake (EMB) systems with an adjusted investment of RMB 18,821.80 million [3]. - 100 million sets of electronic control chassis brake systems with an adjusted investment of RMB 22,645.00 million [3]. - A project in Mexico for producing 7.2 million lightweight components and 2 million brake calipers, with a total investment of USD 16,500 million, calculated at an exchange rate of 1 USD = 7 RMB [3][4]. Use of Own Funds - The company plans to use its own funds to finance part of the investment project in Mexico due to the need for foreign currency transactions, which cannot be directly handled by the domestic fundraising account [4]. - The process involves borrowing from its own funds to the Mexican subsidiary, which will then use these funds for project payments, followed by a replacement with the raised funds [4][5]. Impact on the Company - The use of own funds for part of the investment does not affect the normal implementation of the investment plan and does not change the direction of the raised funds or harm shareholder interests [5][6]. Approval Process - The board of directors and the supervisory board approved the use of own funds for the investment project at meetings held on August 28, 2025 [5][6]. Sponsor's Verification Opinion - The sponsor, China International Capital Corporation, has verified that the company has followed necessary approval procedures and that the use of own funds does not impact the normal progress of the investment projects [6].

Core Viewpoint - Wuhu Berteli Automotive Safety Systems Co., Ltd. plans to use its own funds to lend to Wuhu Berteli Mexico Co., Ltd. for the payment of a project, which will later be replaced with raised funds to ensure project operation and fund security [1][5]. Fundraising Basic Situation - The company has issued 28,020,000 convertible bonds with a total fundraising amount of RMB 2,802,000,000, with a net amount of RMB 2,789,650,905 after deducting issuance costs [1][2]. Fundraising Investment Project Situation - The raised funds will be used for various projects, including the "720 million lightweight components and 200 million brake calipers project" in Mexico, with a total investment of USD 16.5 million [5][6]. Reason for Using Own Funds - The use of self-funds is necessary due to the nature of the project involving overseas construction and procurement, which requires payments in multiple currencies that cannot be directly handled by domestic fundraising accounts [5][6]. Specific Operation Process - The process involves the approval of payment requests, signing contracts, and ensuring that the funds used will be replaced with raised funds in a timely manner, with oversight from the company and sponsor institutions [6][7]. Impact on the Company - The operation of using self-funds for project payments does not affect the normal implementation of investment plans and does not change the direction of raised funds or harm shareholder interests [6][7]. Special Opinions - The supervisory board and sponsor institution have both agreed that the use of self-funds for project payments is necessary and does not harm the company's or shareholders' interests [7][8].

Core Points - Wuhu Berteli Automotive Safety Systems Co., Ltd. plans to use raised funds to replace self-raised funds that were previously invested in fundraising projects and paid issuance expenses totaling RMB 3.1475 million [1][4][5] - The company issued 28,020,000 convertible bonds with a total fundraising amount of RMB 2.802 billion, netting RMB 2.78965 billion after deducting issuance costs [1][2][3] Fundraising Overview - The total amount raised from the issuance of convertible bonds is RMB 2.802 billion, with issuance costs amounting to RMB 12.3490946 million, resulting in a net amount of RMB 2.7896509054 billion [1][2] - All raised funds are stored in a special account approved by the board of directors [2] Investment Project Adjustments - The company has adjusted the planned investment amounts for various projects, including: - Electronic Mechanical Brake (EMB) R&D and industrialization project: Adjusted from RMB 50 million to RMB 22.645 million - High-strength aluminum alloy casting project: Remains at RMB 31.091 million - Working capital: Adjusted from RMB 81.9533 million to RMB 80.71839 million - The total planned investment amount was adjusted from RMB 336.94905 million to RMB 280.2 million [2][3] Pre-investment and Issuance Expenses - As of July 29, 2025, the company has pre-invested RMB 716.6213 million of self-raised funds into fundraising projects [3] - The total issuance expenses amounted to RMB 12.3491 million, with RMB 3.1475 million paid from self-raised funds [3][4] Compliance and Approval - The board of directors approved the use of raised funds to replace pre-invested self-raised funds, ensuring compliance with relevant regulations and that the replacement does not affect the normal progress of fundraising projects [4][5] - The supervisory board and accounting firm confirmed that the procedures followed are in accordance with regulatory requirements [5][6]

Core Viewpoint - The company plans to use raised funds to increase capital or provide loans to its wholly-owned subsidiaries for the implementation of fundraising projects, ensuring the smooth execution of these projects and aligning with the company's development strategy [1][5][9]. Fundraising Overview - The company raised a total of RMB 2,789,650,905.40 through the issuance of 28,020,000 convertible bonds at a face value of RMB 100 each, as approved by the China Securities Regulatory Commission [1][2]. - The total amount intended for investment projects is RMB 280,200.00 million, with adjustments made based on the actual fundraising amount after deducting issuance costs [2][3]. Fund Allocation - The company will allocate RMB 42,899.94 million to Wuhu Berteli Electronic Control Systems Co., Ltd., RMB 24,477.43 million to Weihai Berteli Automotive Safety Systems Co., Ltd., and RMB 59,207.19 million to Wuhu Berteli Mexico LLC for various projects [3][8]. - The projects include the development and industrialization of electronic mechanical brakes, line control chassis brake systems, and electronic parking brake systems, among others [3][5]. Subsidiary Information - Wuhu Berteli Electronic Control Systems Co., Ltd. has total assets of RMB 159,654.70 million and net assets of RMB 71,152.60 million as of March 31, 2025 [5]. - Weihai Berteli Automotive Safety Systems Co., Ltd. reported total assets of RMB 165,136.44 million and net assets of RMB 137,267.44 million as of March 31, 2025 [6]. - Wuhu Berteli Mexico LLC has total assets of RMB 132,930.10 million and net assets of RMB 23,483.07 million as of March 31, 2025 [7]. Purpose and Impact of Fund Usage - The use of raised funds for capital increase or loans is aimed at ensuring the successful implementation of fundraising projects, which aligns with the company's strategic goals and complies with relevant laws and regulations [8][9]. - The company maintains control over its subsidiaries during the funding period, minimizing financial risks [8]. Fund Management - The raised funds will be managed in a dedicated account, and a four-party supervision agreement will be established to ensure compliance with regulations [8]. - The company will adhere to the relevant disclosure obligations as per legal requirements [8]. Approval Process - The board of directors and the supervisory board approved the use of raised funds for the subsidiaries during meetings held on July 30, 2025, without the need for shareholder approval [8][9].

Overview - The company plans to utilize a maximum of 1,300 million RMB of idle raised funds for cash management, with a usage period not exceeding 12 months [1][2][6]. Cash Management Purpose - The objective is to enhance the efficiency of fund utilization without affecting the construction of fundraising projects and normal operations, thereby increasing returns for the company and its shareholders [2][6]. Cash Management Amount - The maximum amount for cash management is set at 1,300 million RMB, which can be used in a rolling manner within the specified period [2][5]. Fund Source and Related Information - The funds for cash management will come from temporarily idle raised funds, which were raised through the issuance of convertible bonds totaling 2,802 million RMB, with a net amount of 2,790 million RMB after deducting issuance costs [2][3]. Investment Products - The company will invest in high-security, liquid, principal-protected financial products, including but not limited to structured deposits, time deposits, and large-denomination certificates of deposit [4][7]. Investment Management - The board of directors has authorized the management team to handle the purchase of cash management products, including selecting qualified financial institutions and signing relevant contracts [5][6]. Approval Process - The cash management plan was approved in the ninth meeting of the fourth board of directors and the ninth meeting of the fourth supervisory board, and does not require submission to the shareholders' meeting [5][6]. Risk Control Measures - The company will implement strict risk control measures and ensure compliance with relevant laws and regulations to protect the safety of the funds [7][8]. Impact on the Company - The cash management of idle funds will not affect the normal construction of fundraising projects and is expected to improve fund utilization efficiency and increase returns for the company and its shareholders [7][8]. Sponsor Institution's Opinion - The sponsor institution has confirmed that the cash management plan complies with relevant regulations and will not change the purpose of the raised funds, thus benefiting the company and all shareholders [8].

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].

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].