关于江苏亚威机床股份有限公司 向特定对象发行股票并在主板上市 之 发行保荐书 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 发行保荐书 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 向特定对象发行股票并在主板上市之发行保荐书 江苏亚威机床股份有限公司（以下简称"发行人"、"亚威股份"）申请向特 定对象发行股票并在主板上市，依据《公司法》《证券法》《上市公司证券发行注 册管理办法》（以下简称《再融资注册办法》）《深圳证券交易所上市公司证券发 行上市审核规则》（以下简称《审核规则》）等相关的法律、法规的有关规定，提 交发行申请文件。华泰联合证券有限责任公司(以下简称华泰联合证券、保荐人) 作为其本次发行的保荐人，周明杰和易博杰作为具体负责推荐的保荐代表人，特 为其出具本发行保荐书。 保荐人华泰联合证券、保荐代表人周明杰和易博杰承诺：本保荐人和保荐代 表人根据《公司法》《证券法》等有关法律、法规和中国证监会、深圳证券交易 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、行业执业 规范和道德准则出具本发行保荐书，并保证所出具文 ...

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 上市申请文件的审核问询函的回复 保荐机构（主承销商） 本回复部分表格中单项数据加总数与表格合计数可能存在微小差异，均因计 算过程中的四舍五入所形成。 （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） 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"亚威股份"） 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》"），公司已会同华泰联合证券有限责任公司（以下简称"华泰联合证券"、 "保荐机构"）、北京国枫律师事务所（以下简称"律师"）、苏亚金诚会计师 事务所（特殊普通合伙）（以下简称"会计师"）进行了认真研究和落实，并按 照问询函的要求对所涉及的事项进行了资料补充和问题回复，现提交贵所，请予 以审核。 除非文义另有所指，本回复中的简称与《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募集说明书（申报稿）》（以下简称"募 集说明书"）中的 ...

江苏亚威机床股份有限公司 证券代码：002559 证券简称：亚威股份 公告编号：2025-039 江苏亚威机床股份有限公司 董 事 会 二○二五年八月二日 关于向特定对象发行股票审核问询函回复及 - 1 - 募集说明书等申请文件更新的提示性公告 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。 江苏亚威机床股份有限公司（以下简称"公司"）于2025年7月15日收到深圳证 券交易所（以下简称"深交所"）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》"），公司已会同相关中介机构进行了认真研究和落实，按照问询函的要求 对所涉及的事项进行了资料补充和问题回复，并对《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募集说明书》等申请文件涉及的相关内容进 行了修订。 公司本次向特定对象发行股票事项尚需通过深交所审核，并经中国证券监督管 理委员会（以下简称"中国证监会"）同意注册后方可实施，最终能否通过深交所 审核并获得中国证监会作出同意注册的决定及其时间尚存在不确定性 ...

通过天眼查大数据分析，江苏亚威机床股份有限公司共对外投资了18家企业，参与招投标项目267次， 知识产权方面有商标信息51条，专利信息646条，此外企业还拥有行政许可41个。 金融界消息 截至2025年7月29日收盘，亚威股份（002559）报收于9.9元，上涨0.3%，换手率3.5%，成 交量17.50万手，成交金额1.72亿元。 来源：金融界 天眼查商业履历信息显示，江苏亚威机床股份有限公司，成立于2000年，位于扬州市，是一家以从事通 用设备制造业为主的企业。企业注册资本54976.5024万人民币，实缴资本15210.52万人民币。公司法定 代表人为冷志斌。 资金流向方面，今日主力资金净流出1394.76万元，占比成交额8.09%。其中，超大单净流出347.22万 元、占成交额2.01%，大单净流出1047.54万元、占成交额6.07%，中单净流出流出13.12万元、占成交额 0.08%，小单净流入1407.88万元、占成交额8.16%。 亚威股份最新一期业绩显示，截至2025一季报，公司营业总收入4.67亿元、同比减少16.29%，归属净利 润3590.35万元，同比减少13.77%，扣非净利润32 ...

Core Viewpoint - The article highlights the significant progress in the Jiangdu High-tech Zone, emphasizing the transformation of traditional industries, the emergence of new industries, and the strategic layout for future industries, all supported by a favorable business environment. Group 1: Traditional Industries "Revitalization" - Jiangdu High-tech Zone is witnessing a transformation in traditional industries, with companies like Jiangsu Rongtai Industrial Co., Ltd. securing exclusive supply agreements with major automotive firms like BYD, generating annual orders of 300 million yuan [1] - The zone's first listed company, Rongtai Industrial, exemplifies the successful transition of traditional industries, with other companies like Yawey Co., Ltd. investing 2 billion yuan in advanced manufacturing projects [1][2] - A significant portion of the 227 industrial enterprises in the park are traditional industries, with 140 classified as high-tech enterprises, indicating a shift towards innovation within traditional sectors [2] Group 2: Emerging Industries "Cluster Development" - The launch of the world's first ultra-thin enhanced film production line by Yangzhou Boheng New Energy Materials Technology Co., Ltd. marks a breakthrough in the new materials sector, enhancing lithium battery safety and reducing weight [3] - The Jiangdu High-tech Zone has established a "project service team" to streamline processes for new projects, resulting in an average annual revenue growth of 35% for emerging industries, increasing their contribution from 5.3% to 18% of total revenue [3] Group 3: Future Industries "Strategic Layout" - The establishment of a low-altitude economy talent training base and the development of a high-altitude tethered lighting drone by Yuhang Jichuang Aviation Technology Co., Ltd. exemplify the region's focus on future industries, with expected annual output value of 300 million yuan [4][5] - The zone is also advancing in aviation technology and artificial intelligence, with projects aimed at enhancing capabilities in power inspection and emergency rescue [5] - The Jiangdu High-tech Zone aims to optimize its business environment and infrastructure to support high-quality project development and regional economic growth [5]

Company Overview - Jiangsu Yawei Machine Tool Co., Ltd. was established on February 12, 2000, with a registered capital of 13.359 million yuan [1] - The company went public on March 3, 2011, issuing 22 million shares at a par value of 1.00 yuan per share [1] - As of the 2018 annual general meeting, the company increased its registered capital to 556.988 million yuan through a capital reserve conversion [1] - The company operates in the machine tool manufacturing industry, focusing on the production, processing, and sales of machine tools and related equipment [1] Financial Reporting - The company prepares its financial statements based on the going concern principle and adheres to the relevant accounting standards [2] - The financial statements reflect the company's financial position, operating results, and cash flows accurately [2] - The accounting period for the company runs from January 1 to December 31 each year [2] Accounting Policies - The company follows the enterprise accounting standards, ensuring that financial reports are true and complete [3] - Significant accounting policies include the recognition of revenue, expense recognition, and the treatment of financial instruments [3][4] - The company uses the equity method for accounting for investments in subsidiaries and joint ventures [4] Inventory Management - The company classifies its inventory into raw materials, work-in-progress, finished goods, and other categories [20] - Inventory is valued at the lower of cost and net realizable value, with provisions for inventory write-downs made as necessary [21] Long-term Investments - Long-term equity investments are initially recognized at cost, which includes direct expenses related to the acquisition [24] - The company assesses the fair value of its investments and adjusts the carrying amount accordingly [24] Financial Instruments - Financial instruments are classified into three categories: measured at amortized cost, measured at fair value with changes recognized in other comprehensive income, and measured at fair value with changes recognized in profit or loss [11] - The company recognizes financial assets and liabilities upon entering into contracts and measures them based on their fair value [11][12] Cash and Cash Equivalents - Cash includes physical cash and bank deposits that are readily available for payment [7] - Cash equivalents are short-term, highly liquid investments that are easily convertible to known amounts of cash [7] Foreign Currency Transactions - Foreign currency transactions are recorded at the exchange rate on the transaction date, with adjustments made for monetary items at the balance sheet date [8] - The company translates its foreign currency financial statements into the reporting currency using the exchange rates applicable at the balance sheet date [9]

Core Viewpoint - Jiangsu Yawei Machine Tool Co., Ltd. is applying for a specific stock issuance, which requires legal opinions confirming compliance with relevant laws and regulations [1][2][3]. Group 1: Issuance Approval and Authorization - The issuance plan has been approved by the company's board and complies with the Company Law and Securities Law [4][5]. - The company must obtain approval from relevant state-owned assets regulatory authorities and pass the review of the Shenzhen Stock Exchange [5][10]. Group 2: Issuer's Qualifications - Jiangsu Yawei is a legally established company listed on the Shenzhen Stock Exchange, with no circumstances that would require its termination [5][6]. - The company has the necessary qualifications to conduct this issuance [5][6]. Group 3: Substantial Conditions for Issuance - The issuance complies with the relevant provisions of the Company Law, Securities Law, and Registration Management Measures [6][9]. - The issuance will not involve public solicitation or advertising, adhering to the non-public issuance regulations [6][9]. Group 4: Independence and Major Shareholders - The company has a complete business system and operates independently, with no controlling shareholder or actual controller prior to the issuance [11][12]. - After the issuance, Yangzhou Industrial Investment Development Group will become the controlling shareholder, with the Yangzhou State-owned Assets Supervision and Administration Commission as the actual controller [10][11]. Group 5: Financial and Legal Compliance - The company has undergone audits for the past financial years, with no significant legal or financial issues reported [8][19]. - The company’s fundraising plans align with national industrial policies and do not involve investments in restricted or eliminated industries [17][22]. Group 6: Environmental and Regulatory Compliance - The company and its subsidiaries have not faced significant penalties related to environmental protection or product quality [19][20]. - The company has complied with tax regulations and has not faced major tax-related penalties [19][20]. Group 7: Litigation and Administrative Penalties - The company is involved in two significant lawsuits, but these are not expected to materially impact its operations or the current issuance [20][21]. - There are no major administrative penalties that would hinder the issuance process [21]. Group 8: Business Development Goals - The company's business development goals are consistent with its main operations and comply with relevant laws and regulations [20].

Company Overview - Jiangsu Yawei Machine Tool Co., Ltd. is planning to issue 128,235,074 A shares, which will not exceed 30% of the total share capital before the issuance [2] - The issuance price is set at 7.28 RMB per share, which is 80% of the average trading price over the last 20 trading days prior to the pricing benchmark [2][3] - 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] Shareholding Structure - After the issuance, Yangzhou Industrial Investment Development Group will become the largest shareholder with a voting power ratio of 19.09% [4][19] - The board of directors will be restructured, with Yangzhou Industrial Investment Development Group entitled to nominate or recommend 5 non-independent directors and 2 independent director candidates [19] - The issuance will lead to a change in control of the company, with Yangzhou Industrial Investment Development Group becoming the controlling shareholder and the actual controller being the Yangzhou State-owned Assets Supervision and Administration Commission [4][19] Industry Characteristics - The company operates primarily in the manufacturing sector, focusing on metal forming machine tools, laser processing equipment, and intelligent manufacturing solutions [19][24] - The metal forming machine tool business is the main source of revenue for the company, which is classified under the general equipment manufacturing industry [19][24] - The machine tool industry is considered the foundation of advanced manufacturing technology and plays a strategic role in national industrial development [21][24] Market Dynamics - The machine tool industry is experiencing a shift towards high precision and stability due to the upgrading of manufacturing processes [24] - Laser processing technology is gaining traction due to its cost-effectiveness and efficiency, making it a preferred choice in various industrial applications [24] - The demand for high-end equipment, including servo presses and automated systems, is expected to grow as industries seek to enhance productivity and automation [24]

Group 1 - Hengbang Co., Ltd. plans to establish a joint venture with Huasheng Development with a registered capital of 10 million yuan, where Hengbang will contribute 8 million yuan (80%) and Huasheng will contribute 2 million yuan (20%) [1] - Hunan Gold's subsidiary Anhua Zhazi Creek Smelting Plant will undergo temporary maintenance starting from the end of June 2025, expected to last no more than 30 days [2] - Defu Technology's subsidiary signed supply agreements for lithium battery copper foil products with two leading global companies, with contract durations of 3 years and 5 years respectively [3] Group 2 - Binjiang Group won the rights to two residential land parcels for a total price of 4.368 billion yuan [5] - Zhong'an Technology announced the resignation of its executive vice president and board secretary due to personal reasons [7] - Changqing Technology's project for special polymer materials and electronic materials has officially commenced production, adding a capacity of 120,500 tons per year [10] Group 3 - Gansu Energy received approval from the China Securities Regulatory Commission to publicly issue bonds totaling up to 2 billion yuan [10] - Shuoshi Biology obtained a medical device registration certificate for an in vitro diagnostic reagent, valid until June 2030 [12] - Yawen Co., Ltd. plans to issue shares to specific investors, with the application accepted by the Shenzhen Stock Exchange [13] Group 4 - Guoyao Modern's subsidiary received approval for the listing of a raw material drug, which is a selective anticholinergic agent [16] - Inner Mongolia First Machinery's subsidiary signed a railway freight car procurement contract worth 130 million yuan [18] - Xining Special Steel plans to raise up to 1 billion yuan through a private placement to its controlling shareholder [39] Group 5 - Huadong Medicine's subsidiary received approval for a clinical trial of a new injectable drug targeting advanced solid tumors [29] - Warner Pharmaceutical's compound potassium hydrogen phosphate injection passed the consistency evaluation for generic drugs [30] - North Special Technology plans to raise up to 300 million yuan through a private placement for a production base project in Thailand [30] Group 6 - Xiangyang Technology is the first candidate for a 533 million yuan Airbus project [45] - Haishun New Materials intends to acquire 100% of Guangdong Zhengyi Packaging [46] - Jida Zhengyuan's shareholder plans to reduce their stake by up to 0.73% due to personal financial needs [47]

Group 1 - Company plans to issue 128 million A-shares at a price of 7.21 yuan per share, raising up to 925 million yuan for projects and working capital [1] - The funds will be allocated to the servo press and automated stamping line phase II project and to supplement working capital and repay bank loans [2] - After the issuance, Yangzhou Industrial Investment Group will hold 18.91% of the company’s shares, gaining control and making it the largest shareholder [2][3] Group 2 - The servo press and automated stamping line phase II project has a total investment of 303.66 million yuan, with a production capacity of 31,700 tons of large precision structural parts annually [2] - The project is expected to save 350 million yuan in external structural part purchases annually and generate a net profit of approximately 41.38 million yuan after tax [2] - Yangzhou Industrial Investment Group aims to enhance the vitality of state-owned enterprises and promote economic development through this acquisition, aligning with the city's industrial development strategy [3]