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].

证券代码：603596 证券简称：伯特利 公告编号：2025-072 芜湖伯特利汽车安全系统股份有限公司 关于使用自有资金支付部分募投项目所需资金并以募集资金 等额置换的公告 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： ● 芜湖伯特利汽车安全系统股份有限公司（以下简称"伯特利"或"公司"） 为保障项目的正常运营管理以及募集资金的安全，拟使用自有资金借款予芜湖伯特 利墨西哥有限责任公司（英文：WBTL DE SALTILLO, S.DE R.L.DE C.V.）（以下简 称"芜湖伯特利墨西哥公司"），由芜湖伯特利墨西哥公司使用上述借款支付"墨西 哥年产 720 万件轻量化零部件及 200 万件制动钳项目"款项，再以募集资金等额置 换。 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 ...

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]

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].

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].

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].

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]

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].

星标 ★ IPO日报 精彩文章第一时间推送 报告期内，伯特利对奇瑞汽车及其关联方发生的关联销售金额分别为11.18亿元、18.91亿元、28.25亿元及8.74亿元，分别占当期营业收 入的32.01%、34.13%、37.80%及46.99%。 2月24日晚间，上交所官网显示，芜湖伯特利汽车安全系统股份有限公司(下称"伯特利")发行可转债上会获通过。 制图：佘诗婕 募资28.32亿 据悉，伯特利本次可转换公司债券拟募集资金总规模不超过28.32亿元，每张面值为100元，拟于上海证券交易所上市，保荐机构为中金 公司。 资料显示，伯特利是国内专业从事汽车机械制动产品、智能电控产品和机械转向产品研发、生产及销售的汽车零部件供应商。 2021年至2023年及2024年前3个月， 伯特利营业收入分别为34.92亿元、55.39亿元、74.74亿元和18.60亿元；归属于公司母公司所有者的 净利润分别为5.05亿元、7亿元、8.91亿元及2.10亿元，业绩较为稳定。 公司本次发行可转换公司债券拟募集资金总规模不超过28.32亿元，主要用于6个项目。 其中，5个实体项目为年产60万套电子机械制动（EMB）研发及产业化项目、 ...