Group 1 - Jiangsu Yawei Machine Tool Co., Ltd. plans to issue 128,235,074 A shares, which will not exceed 30% of the total share capital before the issuance [2][4] - The issuance price is set at 7.28 RMB per share, which is 80% of the average trading price over the previous 20 trading days [2][4] - The funds raised will be used for the construction of the second phase of the servo press and automated stamping line project, to supplement working capital, and to repay bank loans [4][8] Group 2 - After the issuance, Yangzhou Industrial Investment Development Group will become the largest shareholder, holding 19.09% of the voting rights, thus gaining control over the company [4][20] - The board of directors will be restructured, with Yangzhou Industrial Investment Development Group entitled to nominate 5 non-independent directors and 2 independent director candidates [4][22] - The company currently has a dispersed shareholding structure, with no controlling shareholder prior to this issuance [19][20] Group 3 - The main business of the company includes metal forming machine tools, laser processing equipment, and intelligent manufacturing solutions, with metal forming machine tools being the primary source of revenue [26] - The metal forming machine tool industry is crucial for high-end equipment manufacturing and is widely used in various sectors such as automotive, aerospace, and power generation [26] - The industry is regulated by the Ministry of Industry and Information Technology and the National Development and Reform Commission, which set policies and standards to promote development [23][26]

Core Viewpoint - Jiangsu Yawey Machine Tool Co., Ltd. is in the process of issuing shares to specific investors, with a total fundraising amount not exceeding 924.5749 million yuan, which will result in the Yancheng Industrial Development Group becoming the controlling shareholder of the company [2][3]. Fundraising and Project Details - The company plans to raise 303.66 million yuan for the second phase of the servo press and automated stamping line project, and 620.9149 million yuan will be used to supplement working capital and repay bank loans [3][4]. - The first phase of the project began construction in 2023 and is currently in trial production, with a designed capacity of 2,000 servo presses and 100 automated stamping lines per year [3][4]. Regulatory Approvals and Risks - The company has received preliminary approval from the State-owned Assets Supervision and Administration Commission for the share issuance, but still needs to obtain various regulatory approvals, including land use rights and construction permits [6][9]. - The company has indicated that there are no significant legal obstacles to obtaining the necessary land use rights for the project, and alternative land options will be coordinated if needed [8][9]. Financial Position of the Investor - Yancheng Industrial Development Group will fund 40% of the subscription with its own funds and 60% through acquisition loans, with a total fundraising amount of 924.5749 million yuan [9][12]. - The financial data of Yancheng Industrial Development Group shows total assets of approximately 528.89 million yuan and net assets of approximately 402.27 million yuan as of June 30, 2025 [11][12]. Market Trends and Opportunities - The servo press market is expected to grow significantly, driven by the increasing demand for high-precision manufacturing in sectors such as new energy vehicles and rail transportation [18][20]. - The penetration rate of servo presses in China is currently below 20%, indicating substantial room for growth as domestic manufacturers seek to replace imported brands [18][19]. Product Development and Production Capacity - The second phase of the project will produce key components for the servo presses, which are essential for the first phase's production of complete machines [16][17]. - The company has established production capabilities and technical reserves necessary for the new project, ensuring alignment with its main business focus [17].

Core Viewpoint - Jiangsu Yawei Machine Tool Co., Ltd. is responding to the Shenzhen Stock Exchange's inquiry regarding its application for a specific stock issuance, detailing the sources of subscription funds and the financial status of the subscribing entity, Yangzhou Chanfang Group [1][2][3]. Group 1: Subscription Fund Sources - The total amount raised from this issuance is 924.5749 million yuan, with Yangzhou Chanfang Group contributing 40% from its own funds and 60% from acquisition loans [1][2]. - Yangzhou Chanfang Group has received a commitment for a merger loan of 560 million yuan from China Construction Bank and a similar commitment from Industrial Bank, contingent on meeting certain conditions [2][3]. Group 2: Financial Status of Yangzhou Chanfang Group - As of June 30, 2025, Yangzhou Chanfang Group's total assets were approximately 5.2889 billion yuan, with net assets of about 3.5965 billion yuan [2]. - The group reported a net loss of 232.686 million yuan for the year 2024 and a loss of 78.7071 million yuan for the first half of 2025 [2]. Group 3: Cost and Profitability Analysis - The unit production cost of self-produced structural components has been decreasing, aligning with the downward trend in raw material prices [7][11]. - The projected unit cost for pressure machine structural components is expected to decline from 0.93 million yuan per ton in T+3 years to 0.83 million yuan per ton in T+6 years [8]. - The estimated gross margin for the pressure machine structural components is projected to increase from 16.00% in T+3 years to 24.45% in T+6 years [11]. Group 4: Project Investment and Financial Impact - The total investment for the fundraising project is 303.66 million yuan, with 233.42 million yuan allocated for project construction and 70.24 million yuan for working capital [16]. - The project is expected to save approximately 349.6181 million yuan in external structural component purchases annually, leading to a projected net profit of 41.3789 million yuan after tax [14][16]. Group 5: Historical Fund Usage - The company has not changed the use of funds raised in previous financing rounds and has adhered to the required approval processes [18][21]. - The company’s IPO and subsequent financing have not involved any unauthorized changes to the use of raised funds or project delays [19][21]. Group 6: Market Competition and Customer Base - The metal forming machine tool industry is highly competitive, with major international players like Germany's Trumpf and Japan's Amada leading the market [26]. - The company primarily sells its products through direct sales domestically and through distributors internationally, maintaining long-term partnerships with capable distributors [22][26].

Company Overview - Jiangsu Yawei Machine Tool Co., Ltd. is primarily engaged in three main businesses: metal forming machine tools, laser processing equipment, and intelligent manufacturing solutions, with metal forming machine tools being the largest revenue source [2][3] - The company has established a comprehensive sales service network, providing integrated hardware and software products to high-end clients such as Gree, CRRC, XCMG, Baowu Steel, and BYD, positioning itself as a leading supplier of digital, flexible, automated, and intelligent metal sheet processing solutions [3] Financial Performance - As of March 31, 2025, the total assets amounted to 457,958.08 million yuan, with total liabilities of 283,872.40 million yuan, resulting in shareholders' equity of 174,085.67 million yuan [4] - The operating revenue for the first quarter of 2025 was 46,706.58 million yuan, with a net profit of 3,067.38 million yuan. In comparison, the operating revenue for the entire year of 2024 was 205,739.36 million yuan, with a net profit of 4,802.74 million yuan [4][5] - The company has shown a trend of increasing sales revenue from 183,014.69 million yuan in 2022 to 205,739.36 million yuan in 2024, although net profit has fluctuated due to asset impairment and investment income [6][7] Market Position and Competitive Landscape - The company is recognized as a national manufacturing single champion for its bending machine products and has been awarded the title of "National Technology Innovation Demonstration Enterprise" [2] - The metal forming machine tool industry is experiencing increased competition from both domestic and international players, with notable foreign manufacturers establishing local production in China [5][6] - The company faces risks related to industry cyclicality, as demand for its products is closely tied to the macroeconomic environment and the investment trends in the manufacturing sector [5][6] Future Prospects and Capital Raising - The company plans to raise a total of 92,457.49 million yuan through a private placement of shares, which will be used for the construction of a second phase project for servo press machines and automated stamping lines, as well as to supplement working capital and repay bank loans [14][19] - The issuance of shares is subject to approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission, with the issuance price set at 7.28 yuan per share [14][19] Risk Factors - The company is exposed to various risks, including macroeconomic fluctuations, industry cyclicality, and competitive pressures, which could impact its operational performance and financial results [5][6][8] - Specific risks include potential declines in product prices due to increased competition, fluctuations in raw material costs, and challenges in managing accounts receivable and inventory [8][9][10]

Core Viewpoint - Jiangsu Yawen Machine Tool Co., Ltd. is applying for a specific object stock issuance and listing on the main board, with the underwriting by Huatai United Securities [2][3]. Group 1: Issuer Information - Jiangsu Yawen Machine Tool Co., Ltd. has a total share capital of 549,765,024 shares as of March 31, 2025 [6]. - The company engages in the export of self-produced products and technology, as well as the import of raw materials and equipment necessary for production [6]. Group 2: Financial Data - As of March 31, 2025, the total assets of the company are 457,958.08 million, with total liabilities of 283,872.40 million, resulting in shareholders' equity of 174,085.67 million [7]. - The company's operating income for the first quarter of 2025 is 46,706.58 million, with a net profit of 3,067.38 million [7]. Group 3: Fundraising and Use of Proceeds - The total amount to be raised from this issuance is 92,457.49 million, which will be used for the "Servo Press and Automation Stamping Line Phase II Project" and to supplement working capital and repay bank loans [27][28]. - The Servo Press and Automation Stamping Line Phase II Project aims to achieve an annual production capacity of 31,700 tons of large precision structural parts, enhancing the company's production capabilities [27]. Group 4: Underwriter Information - Huatai United Securities is the lead underwriter for this issuance, with representatives Zhou Mingjie and Yi Bojie responsible for the project [3][4]. - The underwriting team has extensive experience in IPO projects and refinancing, having participated in various significant projects [4]. Group 5: Compliance and Regulatory Aspects - The issuance complies with the relevant laws and regulations, including the Company Law and Securities Law, and has undergone necessary internal decision-making processes [19][20]. - The issuance price is set at 7.28 yuan per share, which meets the requirement of being no less than 80% of the average trading price over the previous 20 trading days [29].

Core Viewpoint - Jiangsu Yawey Machine Tool Co., Ltd. is seeking to issue shares to specific targets, with a total fundraising amount not exceeding 924.5749 million yuan, and the issuance will result in Yangzhou Industrial Development Group becoming the controlling shareholder, with the Yangzhou State-owned Assets Supervision and Administration Commission as the actual controller [3][4][10]. Fundraising and Project Allocation - The proposed fundraising will allocate 303.66 million yuan to the second phase of the servo press and automated stamping line project, while 620.9149 million yuan will be used to supplement working capital and repay bank loans [4][10]. - The first phase of the project began construction in 2023 and is currently in trial production, with a designed capacity of 2,000 presses and 100 automated stamping lines per year [4][10]. Regulatory Approvals and Progress - The fundraising requires approval from the State-owned Assets Supervision and Administration Department, which has not yet been obtained [3][5]. - As of June 20, 2025, the Yangzhou Industrial Development Group's subscription for shares has been approved by the Jiangsu Provincial Government's State-owned Assets Supervision and Administration Commission [6][10]. - The Yangzhou Jiangdu District People's Government has issued a land acquisition announcement for the project site, and the company will participate in the bidding process for the land [8][9]. Financial Sources and Stability - The subscription funds will come from 40% self-owned funds and 60% acquisition loans, with a total fundraising amount of 924.5749 million yuan [11][12]. - The Yangzhou Industrial Development Group has a cash balance of 446 million yuan as of June 30, 2025, which is sufficient to cover the acquisition needs [13]. Shareholding and Control - The Yangzhou State-owned Assets Supervision and Administration Commission does not directly or indirectly hold shares in Yawey Machine Tool, and there are no agreements for voting rights or concerted actions regarding shareholding [14][15]. - The actual controller of the subscription target, Yangzhou Industrial Development Group, has committed not to reduce its holdings in Yawey Machine Tool for six months after the pricing benchmark date [16][17]. Historical Fundraising and Compliance - The company has not changed the use of funds from previous fundraising activities, and all fundraising activities have complied with relevant regulations [18][19][20].

2025 年度向特定对象发行股票 股票简称：亚威股份 股票代码：002559.SZ 江苏亚威机床股份有限公司 （Jiangsu Yawei Machine Tool Co. , Ltd.） （江苏省扬州市江都区黄海南路仙城工业园） 并在主板上市 募集说明书 保荐机构（主承销商） （修订稿） 公告日期：二〇二五年八月 声 明 中国证监会、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。 1-1-1 本公司特别提请投资者注意，在作出投资决策之前，务必仔细阅读本募集说 明书正文内容，并特别关注以下重要事项。 一、本次向特定对象发行 A 股股票情况 1、本次向特定对象发行股票相关事项已经公司于 2025 年 1 月 20 日召开的 第六 ...

苏亚金诚会计师事务所( 特 殊 普通合伙) 关于江苏亚威机床股份有限公司申请向特 定对象发行股票的审核问询函的回复 深圳证券交易所： 江苏亚威机床股份有限公司（以下简称"公司"、"发行人"或"亚威机床"） 收到贵所于 2025 年 7 月 15 日下发的《关于江苏亚威机床股份有限公司申请向特 定对象发行股票的审核问询函》（审核函〔2025〕120025 号）（以下简称"《问 询函》"）。我们就《问询函》中需要会计师核查的问题进行了核查，江苏亚威 机床股份有限公司的责任是提供真实、合法、完整的核查资料，我们在发行人提 供核查资料的基础上，结合发行人的实际情况，实施了必要的核查程序。现将核 查情况说明如下： 本所没有接受委托审计或审阅 2025 年 1 月至 3 月期间的财务报表。以下所 述核查程序及实施的核查程序结果仅为协助公司回复贵所问询函目的，不构成审 计或审阅。 问题 1：（2）明确本次认购资金的具体来源，并结合发行对象的财务状况 说明本次认购来源于自有资金部分的确定性,是否符合《监管规则适用指引—— 发行类第 6 号》的相关规定。 回复： 一、申请人说明 1、本次认购资金的具体来源 2-1 根据扬州产发 ...

北京国枫律师事务所 关于江苏亚威机床股份有限公司 申请向特定对象发行股票的 补充法律意见书之一 国枫律证字[2025]AN090-6号 北京国枫律师事务所 Grandway Law Offices 北京市东城区建国门内大街26号新闻大厦7层 邮编：100005 电话（Tel）：010-88004488/66090088 传真（Fax）：010-66090016 北京国枫律师事务所 关于江苏亚威机床股份有限公司 申请向特定对象发行股票的 本所律师同意将本补充法律意见书作为发行人本次向特定对象发行所必 备的法定文件随其他材料一起上报，并依法对本补充法律意见书承担相应责任； 本补充法律意见书仅供发行人本次向特定对象发行的目的使用，不得用作任何 其他用途。 3-1 本所律师在《法律意见书》和《律师工作报告》中的声明事项亦适用于本 补充法律意见书。如无特别说明，本补充法律意见书中有关用语的含义与法律 意见书和律师工作报告中相同用语的含义一致。 补充法律意见书之一 国枫律证字[2025]AN090-6 号 致：江苏亚威机床股份有限公司 根据本所与发行人签署的《律师服务协议书》，本所律师担任发行人本次 向特定对象发行股票的 ...

华泰联合证券有限责任公司 关于 江苏亚威机床股份有限公司 2025 年度向特定对象发行股票并在主板上市 之 上市保荐书 保荐人（主承销商） （深圳市前海深港合作区南山街道桂湾五路128号前海深港基金小镇B7栋401） 二〇二五年八月 上市保荐书 华泰联合证券有限责任公司关于 江苏亚威机床股份有限公司 2025 年度向特定对象发行股票 并在主板上市之上市保荐书 深圳证券交易所： 作为江苏亚威机床股份有限公司（以下简称发行人、公司）2025 年度向特 定对象发行股票并在主板上市的保荐人，华泰联合证券有限责任公司及其保荐代 表人已根据《中华人民共和国公司法》（以下简称《公司法》）、《中华人民共和国 证券法》（以下简称《证券法》）等法律法规和中国证券监督管理委员会（以下简 称中国证监会）及贵所的有关规定，诚实守信，勤勉尽责，严格按照依法制定的 业务规则和行业自律规范出具上市保荐书，并保证所出具文件真实、准确、完整。 现将有关情况报告如下： 一、发行人基本情况 （一）发行人概况 发行人名称：江苏亚威机床股份有限公司 注册地址：江苏省扬州市江都区黄海南路仙城工业园 注册时间：2000 年 2 月 12 日 联系方式：05 ...