Fundraising Overview - The company raised a total of RMB 1,112,999,994.00 through a non-public offering of 82,444,444 shares at a price of RMB 13.50 per share, with a net amount of RMB 1,089,457,834.00 after deducting issuance costs [1][2] - The funds were deposited in a special account at China Construction Bank, with a tripartite supervision agreement signed with Huatai United Securities [2] Fund Usage and Account Closure - The special account for fundraising has been fully utilized, with a remaining balance of RMB 2,589.4 transferred to the company's own funds, leading to the account's closure [3] - The company has completed the account cancellation procedures, terminating the tripartite supervision agreement with the bank and the securities firm [3] Guarantee Situation - The company signed a loan agreement with Zhongyuan Bank for RMB 37.4 million, with its wholly-owned subsidiary providing a joint liability guarantee [8] - The total guarantee amount provided by the company and its subsidiaries exceeds 100% of the latest audited net assets, with specific figures indicating a total guarantee balance of RMB 108,963.38 million, which is 170.98% of the latest audited net assets [8][13] Company Information - The company, Linzhou Heavy Machinery Group Co., Ltd., was established on May 8, 2002, with a registered capital of RMB 816,370,000 [9] - The company operates in the manufacturing and sales of coal mining machinery, explosion-proof electrical appliances, and other related services [9]

林州重机集团股份有限公司 关于全资子公司为公司融资业务提供担保的进展公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整， 没有虚假记载、误导性陈述或重大遗漏。 特别提示： 截至本公告披露日，公司对外担保（含全资子公司为公司担保） 余额超过最近一期经审计净资产 100%，对合并报表外单位担保余额 超过最近一期经审计净资产 30%。敬请投资者注意相关风险。 证券代码：002535 证券简称：林州重机 公告编号：2025-0050 一、担保情况概述 林州重机集团股份有限公司（以下简称"公司"）近日与中原银 行股份有限公司签署《人民币流动资金贷款合同》，借款金额 3,740 万元，期限一年，公司全资子公司林州重机铸锻有限公司为上述业务 提供连带责任保证担保，并签署《保证合同》。 公司分别于 2025 年 2 月 27 日、2025 年 3 月 17 日召开的第六届 董事会第二十次（临时）会议、2025 年第一次临时股东大会，审议 通过了《关于公司与子公司之间提供互保的议案》，同意子公司（合 并报表范围内）为公司的融资业务提供担保，担保额度合计不超过 100,000 万元，担保额度的有效期为股东大会审议通过 ...

证券代码：002535 证券简称：林州重机 公告编号：2025-0049 林州重机集团股份有限公司 关于注销募集资金专户的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整， 没有虚假记载、误导性陈述或重大遗漏。 一、募集资金基本情况 林州重机集团股份有限公司（以下简称 "公司"）经中国证券监 督管理委员会《关于核准林州重机集团股份有限公司非公开发行股票 的批复》（证监许可〔2015〕995 号文）核准，同意公司非公开发行 不超过人民币普通股（A 股）15,000 万股新股。公司于 2015 年 6 月 17 日向特定对象非公开发行 82,444,444 股，每股面值人民币 1.00 元，每股发行认购价格为人民币 13.50 元。截至 2015 年 6 月 29 日 止，公司募集资金总额为人民币 1,112,999,994.00 元，扣除与发行 有关 的费 用 23,542,160.00 元， 实际募 集资金总 额为人 民币 1,089,457,834.00 元。由主承销商华泰联合证券有限责任公司于 2015 年 6 月 29 日汇入公司募集资金监管账户。上述发行募集资金到 位情况经北京兴华会计师 ...

延期一年后，林州重机集团股份有限公司（002535.SZ，以下简称"林州重机"）2023年度定增计划仍以 终止收场。 日前，林州重机发布公告称，公司决定终止2023年度非公开发行股票事项。同时，林州重机披露其2025 年度定增募资预案。 若按此次发行上限计算，郭浩、郭钏认购林州重机1.8亿股后，该公司控股股东、实控人及其一致行动 人合计持股比例将增至50.62%，触发《上市公司收购管理办法》规定的要约收购义务。因此，郭浩、 郭钏两人承诺自发行结束之日起三年内不转让本次向其发行的新股。 不过，林州重机方面指出，公司股东大会批准郭浩、郭钏免于发出要约系本次发行的前提，如公司股东 大会最终未通过前述事项，则本次发行将相应终止。 因此，林州重机董事会提请股东大会批准认购对象免于发出要约。林州重机方面表示，本次发行尚需经 公司股东大会审议通过，关联股东将在股东大会上回避表决。 《中国经营报》记者注意到，林州重机2023年度定增募资事项于2023年5月经其2022年度股东大会审议 通过，相应授权有效期延长一年后本应于今年5月底到期。有效期临近背景下，林州重机选择终止2023 年度定增，并同时发布2025年度定增预案，计划 ...

Core Viewpoint - Linzhou Heavy Machinery is facing multiple crises, including financial misconduct, failed fundraising projects, and significant shareholder inequities, raising concerns about its operational integrity and future prospects [1][2][3][4]. Financial Misconduct - The company's financial compliance issues date back to 2017, with the China Securities Regulatory Commission revealing that Linzhou Heavy Machinery inflated profits by 48.72% through fictitious subsidiaries and improper accounting practices [2]. - Between 2020 and 2021, the company provided 874 million yuan to enterprises controlled by its actual controller without proper disclosure, constituting false records [2]. Failed Fundraising Projects - A non-public offering in 2015 aimed to raise 1.1 billion yuan for two projects, but after ten years, only 520.7 million yuan was invested, with 95% of the funds used to supplement working capital [3]. - The oil and gas project was terminated shortly after fundraising due to falling international oil prices, while the robotics project faced technical challenges and was officially halted in 2025 [3]. Shareholder Inequities - Since 2015, the company has not issued cash dividends, accumulating undistributed profits of -2.03 billion yuan, while the actual controller's family has cashed out approximately 400 million yuan through share reductions [4]. - The current high pledge rate of 77.64% raises concerns about the family's financial stability, as they may resort to a cycle of pledging and refinancing to maintain liquidity [4]. - The recent 600 million yuan fundraising involves significant discounts for the actual controller's family, potentially disadvantaging minority shareholders [4].

Group 1 - Shengyi Electronics plans to repurchase shares with a total amount between 50 million and 100 million yuan, at a price not exceeding 43.02 yuan per share, for employee stock ownership plans [1] - Guoyao Modern's subsidiary has passed the consistency evaluation for the quality and efficacy of a generic drug, which is used for treating severe infections [1] - Tianhe Magnetic Materials' subsidiaries have obtained project filing notices for high-performance rare earth permanent magnet projects, with total investments of 100 million yuan and 50 million yuan respectively [1][2] Group 2 - Dream Lily intends to repurchase shares with an amount between 85 million and 170 million yuan, at a price not exceeding 10.90 yuan per share, supported by a loan commitment of up to 150 million yuan [3] - Weifu High-Tech has received a loan commitment of up to 135 million yuan from a financial institution for share repurchase [3] Group 3 - Lu'an Environmental Energy reported a coal sales volume of 4.51 million tons in April, a year-on-year increase of 17.75% [5] - *ST Tianshan reported a significant decline in livestock sales and revenue, with a revenue of 70,500 yuan in April, down 95.68% year-on-year [7] Group 4 - Feirongda announced a cash dividend of 0.38 yuan per 10 shares, with a total distribution of 21.9 million yuan [8] - Zhejiang Rongtai's shareholders and executives plan to reduce their holdings by up to 1.93% of the company's shares [9] Group 5 - Changhua Group's subsidiary won the land use rights for an industrial site in Ningbo for 27.05 million yuan, intended for manufacturing and related business [11] - Zejing Pharmaceutical's new drug application for a treatment for severe alopecia has been accepted by the regulatory authority [13][14] Group 6 - Hainan Mining plans to distribute a cash dividend of 0.8 yuan per 10 shares, totaling 1.59 billion yuan [15] - China Jushi plans to distribute a cash dividend of 0.24 yuan per share, totaling 9.61 billion yuan [16] Group 7 - Zhengzhong Design's subsidiary has obtained a utility model patent for an acrylic signage guide [18] - Rundu Co., Ltd. received approval for a veterinary drug product, which is intended for treating bacterial diseases in livestock [20] Group 8 - Emei Mountain A announced the resignation of its general manager due to work reasons [22] - Tonghua Dongbao's insulin injection has received a registration certificate in Nicaragua, allowing for sales in that market [23] Group 9 - Dizu Fashion's subsidiary has completed the registration of a private equity investment fund [24] - Ningbo Gaofa plans to increase capital by 60 million yuan in its subsidiary for operational needs [26] Group 10 - Haichuan Intelligent has obtained two utility model patents for material handling devices [27] - Newland's subsidiary signed a deep cooperation agreement with Alibaba Cloud for AI model applications [29] Group 11 - Rui Neng Technology's controlling shareholder plans to reduce its stake by up to 2.89% [30] - Guomai Culture intends to repurchase shares between 50 million and 100 million yuan for capital reduction [31] Group 12 - Shaanxi Construction won major construction projects totaling 7.88 billion yuan in April [32] - Hanyu Pharmaceutical signed a joint development agreement for a new peptide drug with a partner [34] Group 13 - Yunnan Copper is planning to acquire a 40% stake in Liangshan Mining, leading to a stock suspension [35] - Haizheng Pharmaceutical plans to repurchase shares between 50 million and 100 million yuan for employee stock ownership [36] Group 14 - Tianqiao Hoisting's controlling shareholder plans to increase its stake by 75 million to 150 million yuan [37] - Tiandi Online's controlling shareholder is transferring shares to introduce a strategic investor [38] Group 15 - Hongchang Technology plans to invest 15 million yuan in a joint venture with a partner [39] - Rabbit Baby's subsidiary is preparing for an IPO in Hong Kong [41] Group 16 - Wol Nuclear Materials is planning to issue H-shares for listing in Hong Kong [42] - Tangyuan Electric plans to raise up to 864 million yuan through a private placement for various projects [43] Group 17 - Tongrun Equipment's major shareholders plan to reduce their holdings by up to 2% [44] - Linzhou Heavy Machinery plans to raise up to 600 million yuan through a private placement [46] Group 18 - China Merchants Securities announced the resignation of its vice president [47] - Shangsheng Electronics plans to issue convertible bonds to raise up to 330 million yuan for various projects [48] Group 19 - Longda Co., Ltd.'s major shareholder plans to reduce its stake by up to 1% [49] - China Medical plans to acquire 100% of Jinsui Technology for 302 million yuan [50] Group 20 - Silek has signed a strategic cooperation agreement with a battery manufacturer [51] - Boyun New Materials' major shareholder plans to reduce its stake by up to 3% [53]

5月12日晚间林州重机（002535）公告，公司拟以3.13元/股，向特定对象发行不超过1.8亿股(含本数)， 募资总额不超过6亿元(含本数)。 据披露，本次定增特定对象为林州重机控股股东、实际控制人的一致行动人郭浩、郭钏，募资扣除发行 费用后将全部用于补充流动资金及偿还借款。 此外，截至2022年末、2023年末、2024年末，林州重机的短期借款余额分别为12.2亿元、9.38亿元和 10.2亿元，短期借款金额较大，公司财务费用负担较重；公司资产负债率分别为90%、86.21%和 84.94%，资产负债率较高。 近年来公司资产负债率维持较高水平，高资产负债率对公司的融资能力及持续经营能力造成了一定的制 约，限制了公司的长期发展。 该公司表示，公司通过本次向特定对象发行股票补充流动资金，可以更好地满足公司经营发展的资金需 求，有利于提升公司综合竞争力，满足主营业务的资金需求。 本次募集资金到位后，公司的运营资金得到缓解，市场竞争力将进一步增强，持续经营能力进一步提 高，有利于提升公司的整体经济效益。同时，有利于优化公司的资本结构，有助于提高公司抗风险能 力，保障公司日常生产经营稳步发展，对公司未来发展具有重要 ...

Group 1 - The company plans to issue up to 180,000,000 A shares to raise a total of no more than 600 million yuan, which will be used to supplement working capital and repay loans [1][2][4] - The coal industry remains a crucial part of China's energy security, despite a gradual shift towards diversification and low-carbon energy sources [1][2] - The issuance aims to reduce the company's high debt ratio, which was 90.00%, 86.21%, and 84.94% for the years ending 2022, 2023, and 2024 respectively, thereby optimizing its capital structure [2][4] Group 2 - The shares will be issued at a price of 3.13 yuan per share, which is not less than 80% of the average trading price over the previous 20 trading days [5][8] - The issuance will be conducted in compliance with relevant laws and regulations, ensuring that the process is legal and appropriate [7][10] - The company will implement measures to mitigate the dilution of immediate returns for existing shareholders, including a commitment to maintain a cash dividend policy [12][19] Group 3 - The company has diversified its business from coal mining equipment to include energy equipment manufacturing, military equipment, and coal mine operation services [15] - The company aims to enhance its marketing system and customer service across different business segments to improve profitability [15] - The board of directors has approved the issuance plan, ensuring that it aligns with the interests of all shareholders [11][19]

Core Viewpoint - The company has announced a specific stock issuance to certain parties, which may dilute immediate returns for existing shareholders, and has outlined measures to mitigate this impact [1][2][4]. Financial Impact Analysis - The company analyzed the impact of the stock issuance on key financial metrics, assuming a maximum issuance of 180 million shares and a total fundraising of 600 million yuan [2][3]. - The projected net profit for 2025, based on different growth scenarios (10% increase, flat, and 10% decrease), shows varying impacts on earnings per share and return on equity [4][5]. Risk of Dilution - Post-issuance, the company's total share capital and net asset scale will significantly increase, potentially leading to a decrease in return on equity if net profit growth does not keep pace with net asset growth [4][6]. Necessity and Rationality of Issuance - The issuance is deemed necessary to optimize capital structure, alleviate working capital pressure, and enhance market confidence, thereby improving the company's risk resilience [6][7]. Measures to Mitigate Dilution - The company will implement strict dividend policies to ensure shareholder returns, enhance marketing and customer service capabilities, and ensure legal and rational use of raised funds [7][8]. - A three-party supervision agreement will be established to oversee the use of raised funds, ensuring compliance with regulatory requirements [8][9]. Commitments from Key Stakeholders - The controlling shareholders and management have committed to not interfere with the company's operations and to uphold the interests of shareholders, with penalties for any breaches of these commitments [9][10]. Approval Process - The board of directors and supervisory board have approved the analysis and measures related to the dilution of immediate returns, with ongoing disclosures planned for the implementation of these measures [10][11].

Core Viewpoint - Linzhou Heavy Machinery Group Co., Ltd. plans to issue A-shares to specific investors to raise funds for operational needs and debt repayment, aiming to enhance its financial stability and competitive edge in the coal machinery industry [1][8]. Group 1: Issuance Details - The company intends to issue up to 180 million shares at a price of 3.13 yuan per share, which is not less than 80% of the average trading price over the previous 20 trading days [2][9]. - The total amount to be raised is expected to be no more than 600 million yuan, with all net proceeds allocated to supplement working capital and repay loans [11][25]. - The issuance will be subject to approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission [1][13]. Group 2: Financial Context - As of the end of 2024, the company's short-term borrowings were significant, with debt ratios of 90.00%, 86.21%, and 84.94% over the past three years, indicating a high level of financial leverage [8][25]. - The funds raised will help reduce the company's debt ratio and improve its capital structure, thereby alleviating cash flow pressure and enhancing risk resilience [25][26]. Group 3: Relationship with Investors - The shares will be subscribed by controlling shareholders and their concerted actors, specifically Mr. Guo Hao and Mr. Guo Chuan, constituting a related party transaction [12][19]. - The shares acquired will be subject to a 36-month lock-up period post-issuance, preventing any transfer during this time [11][22]. Group 4: Industry Outlook - The coal industry remains a critical component of China's energy security, with stable production expected to provide ongoing demand for coal machinery [8]. - The company is positioned to benefit from the anticipated increase in coal production capacity, projected at approximately 150 million tons per year from 2025 to 2026 [8].