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]

Core Viewpoint - The company is actively working on its capital increase and control rights changes, while focusing on enhancing its automation and intelligent manufacturing capabilities in the metal processing industry [1][2][4]. Business Operations - The company is a leading provider of digital, flexible, automated, and intelligent metal sheet processing solutions, ranking among the top three in the domestic metal forming machine tool industry [4][6]. - The company aims to achieve stable and rapid growth in business scale while continuously improving its industrial system [6][7]. Financial Performance - In Q1 2025, the company reported a main revenue of 467 million yuan, a year-on-year decrease of 16.29%, and a net profit attributable to shareholders of 35.9 million yuan, down 13.77% year-on-year [16]. - The company's gross profit margin stood at 24.24%, with a debt ratio of 61.99% [16]. Strategic Initiatives - The company plans to enhance its investment in research and development, with a 23.88% increase in R&D expenditure in 2024, amounting to 150 million yuan, which represents 7.30% of its operating income [15]. - The company is focusing on improving the quality and efficiency of its various businesses to enhance profitability and is actively expanding its international market presence [7][10]. Market Position - The company has a significant presence in the automotive industry, with 25% of its products being supplied to well-known automotive manufacturers and parts suppliers [14]. - The company is committed to maintaining and enhancing its competitive position in the domestic market while exploring new business opportunities in precision laser processing equipment [14][16].

Core Insights - The article highlights the economic growth and industrial transformation in the eastern Anhui cities of Chuzhou and Ma'anshan, emphasizing their significant contributions to the province's GDP and industrial output [1][3][17] Economic Performance - Chuzhou and Ma'anshan have achieved remarkable per capita GDP growth, exceeding 100,000 yuan, and together account for 25% of Anhui's industrial output while occupying only 11% of the province's land area [1][3] - Ma'anshan is projected to have over 1,200 high-tech enterprises by 2024, with significant increases in R&D investment and activity among industrial firms [12] Industrial Upgrading - The economic strength of these cities is attributed to successful industrial upgrades, with notable examples including the global expansion of Donghai Yuxiang in the intelligent equipment sector and the establishment of a solar energy base by Trina Solar in Chuzhou [3][4][14] - Donghai Yuxiang has transformed from a small machine tool factory into a leading player in the sheet metal intelligent equipment market, achieving sales of 605 million yuan and exporting to over 100 countries [5][8] Strategic Location and Collaboration - The strategic location of Ma'anshan, with a one-hour supply chain radius to major automotive manufacturers, has attracted companies like BlueDai Technology, enhancing the region's industrial ecosystem [9][11] - The collaboration among local enterprises, such as Trina Solar's integration with nearby solar component manufacturers, has created a robust supply chain and competitive advantage in the renewable energy sector [16][20] Government Initiatives - Local governments in Chuzhou and Ma'anshan have implemented proactive measures to improve the business environment, including service platforms for enterprises and streamlined project approvals, which have facilitated rapid industrial growth [22][24] - In 2024, Chuzhou plans to sign 442 new investment projects, while Ma'anshan focuses on attracting large-scale projects to enhance its industrial cluster [24]