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 （修订稿） 保荐机构（主承销商） 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。 重大事项提示 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 第六届董事会第十七次会议、2025 年 2 月 10 日召开的 2025 年第一次临时股东 大会审议通过。2025 年 ...

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]

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]