国浩律师（上海）事务所 之 法律意见书 关 于 南京腾亚精工科技股份有限公司 2025 年第二次临时股东大会 上海市静安区山西北路 99 号苏河湾中心 25-28 楼 邮编：200085 25-28th Floor, Suhe Centre, No.99 West Shanxi Road, Shanghai 200085, China 电话/Tel:+86 21 5234 1668 传真/Fax:+86 21 5243 3320 网址/Website: http://www.grandall.com.cn 2025 年 7 月 国浩律师（上海）事务所 法律意见书 国浩律师（上海）事务所 关于南京腾亚精工科技股份有限公司 2025 年第二次临时股东大会之法律意见书 致：南京腾亚精工科技股份有限公司 南京腾亚精工科技股份有限公司（以下简称"公司"）2025 年第二次临时股 东大会（以下简称"本次股东大会"）于2025年7月8日召开。国浩律师（上海） 事务所（以下简称"本所"）经公司聘请，委派律师对本次股东大会进行见证， 并根据《中华人民共和国公司法》《中华人民共和国证券法》（以下简称"《证 券法》"）等法律、法规 ...

证券代码：301125 证券简称：腾亚精工 公告编号：2025-056 南京腾亚精工科技股份有限公司 2025 年第二次临时股东大会决议公告 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： 1、本次股东大会未出现否决议案的情形； 2、本次股东大会不涉及变更以往股东大会已通过的决议。 一、会议召开和出席情况 网络投票：公司通过深圳证券交易所交易系统和互联网投票系统（http： //wltp.cninfo.com.cn）向股东提供网络形式的投票平台。 5、会议召集人：公司董事会。 6、会议主持人：董事长马姝芳女士。 7、会议召开的合法、合规性：本次股东大会的召集、召开程序符合《中华 人民共和国公司法》《上市公司股东会规则》《深圳证券交易所创业板股票上市 规则》等有关法律、行政法规、规范性文件和《南京腾亚精工科技股份有限公司 （一）会议召开情况 1、现场会议召开时间为：2025 年 7 月 8 日（星期二）14:30； 2、网络投票时间：2025 年 7 月 8 日（星期二），其中通过深圳证券交易所 交易系统进行网络投票的具体时间为 2025 年 7 月 ...

Market Overview - On July 1, the Shanghai Composite Index rose by 0.39%, with the total margin trading balance reaching 1,854.563 billion yuan, an increase of 4.111 billion yuan from the previous trading day [1] - The margin trading balance in the Shanghai market was 935.827 billion yuan, up by 1.786 billion yuan; in the Shenzhen market, it was 912.867 billion yuan, an increase of 2.269 billion yuan; and in the Beijing Stock Exchange, it was 5.869 billion yuan, up by 0.055 billion yuan [1] Industry Analysis - Among the industries tracked by Shenwan, 20 sectors saw an increase in margin trading balances, with the electronics sector leading with an increase of 1.450 billion yuan, followed by the defense and military industry and non-ferrous metals, which increased by 0.507 billion yuan and 0.486 billion yuan, respectively [1] Stock Performance - A total of 1,844 stocks experienced an increase in margin trading balances, accounting for 50.10% of the total, with 328 stocks seeing an increase of over 5% [1] - The stock with the largest increase in margin trading balance was Hengyu Xintong, which had a latest margin balance of 45.283 million yuan, reflecting a 116.63% increase, although its stock price fell by 0.12% on the same day [1] - Other notable stocks with significant increases in margin trading balances included Tengya Precision and Juneng Co., with increases of 101.08% and 73.33%, respectively [1] Top Gainers and Losers - Among the top 20 stocks with the largest increases in margin trading balances, the average stock price rose by 1.88%, with notable gainers including Taotao Automotive, Jixin Technology, and Xiangyu Medical, which saw increases of 14.71%, 9.98%, and 8.11%, respectively [2] - Conversely, the stocks with the largest declines included Hongyu Packaging, Kelon New Materials, and Tengya Precision, with declines of 5.72%, 4.08%, and 3.91%, respectively [2] Margin Trading Balance Declines - In contrast to the stocks with increased margin trading balances, 1,837 stocks saw a decrease, with 225 stocks experiencing a decline of over 5% [4] - The stock with the largest decrease in margin trading balance was Huawi Design, which saw a decline of 35.29%, bringing its latest margin balance to 5.819 million yuan [4] - Other stocks with significant declines included Minexplosion Optoelectronics and Jibeier, with decreases of 32.37% and 27.68%, respectively [4]

Group 1: Company Announcements - Changchun High-tech plans to issue H-shares and list on the Hong Kong Stock Exchange to enhance its global strategy and international brand image [1] - Saisir reported June sales of 46,086 new energy vehicles, a year-on-year increase of 4.44%, with a total of 172,100 units sold in the first half of the year, down 14.35% year-on-year [1] - Hangzhou High-tech announced a change in controlling shareholder to Jirong Weiye, with stock resuming trading on July 2, 2025 [1] Group 2: Financial Performance - Guomai Technology expects a net profit of 125 million to 156 million yuan for the first half of 2025, a year-on-year increase of 60.52% to 100.33% [2] - Kid King anticipates a net profit of 120 million to 160 million yuan for the first half of 2025, representing a year-on-year growth of 50% to 100% [2] - Mould Technology received a project from a well-known North American electric vehicle company, with expected total sales of 1.236 billion yuan over five years [3] Group 3: Regulatory and Compliance - *ST Yuancheng is under investigation by the China Securities Regulatory Commission for suspected false disclosures in financial reports [4] - The company received a notice of investigation on July 1, 2025, which may lead to significant penalties and potential delisting [4] Group 4: Market Activity - Changcheng Military Industry's stock has experienced significant volatility, with a cumulative price deviation exceeding 20% over three trading days, indicating potential irrational speculation [5] - Anglikang has only one innovative drug project, ALK-N001, currently in Phase I clinical trials, highlighting the long and uncertain nature of drug development [6] Group 5: Sales and Contracts - Beiqi Blue Valley's subsidiary reported a 139.73% year-on-year increase in sales for the first half of the year [7] - Dong'an Power's engine sales in June increased by 82.79% year-on-year [7] - Pudong Construction's subsidiary won multiple major projects with a total bid amount of 1.964 billion yuan [7]

Major Events - Newland has established a subsidiary in the US and obtained an MSB license to enhance its global payment business and facilitate cross-border payment operations [3] - Zhejiang Liming's actual controllers have committed not to reduce their shareholdings within one year [4] - Tengya Precision has announced a three-month commitment from its major shareholders not to reduce their holdings [6] - *ST Yuancheng is under investigation by the CSRC for suspected false financial disclosures [7] - Anglikang has only one innovative drug project currently under development, which is in the I phase of clinical trials [8] - Yongmaotai plans to invest approximately 450 million yuan to build an intelligent manufacturing base for auto parts in Mexico [9] - Fengfan Co. intends to acquire 100% equity of eight photovoltaic power station project companies for 48 million yuan [10] - Hangzhou High-tech is changing its controlling shareholder to Jirong Weiye and will resume trading on July 2 [11][12] - Zhongke Environmental Protection is acquiring 100% equity of two environmental companies for a total of 354 million yuan [13] - Yian Technology plans to increase its investment in its subsidiary Yihang Metal by 120 million yuan [14] - *ST Aowei has reported asset losses due to mismanagement by a processing partner [15] - XWANDA intends to issue H-shares and list on the Hong Kong Stock Exchange [16] - Baichuan Co.'s actual controller and chairman is under investigation [17] - Suzhou Planning is planning to acquire control of Dongjin Aviation Technology and will suspend trading [19] - Aerospace Changfeng plans to transfer 55.45% equity of a subsidiary through public listing [20] Performance Overview - Xinhecheng expects a net profit increase of 50%-70% for the first half of 2025, estimating between 3.3 billion to 3.75 billion yuan [21] - Shida Shenghua anticipates a net loss of 52 million to 60 million yuan for the first half of 2025 [22] - Kids' King expects a net profit increase of 50%-100% for the first half of 2025, estimating between 120 million to 160 million yuan [23] - SAIC Group reported a total vehicle sales of 2.0526 million units in the first half of 2025, a year-on-year increase of 12.35% [24] - BAIC Blue Valley's subsidiary reported a 139.73% increase in sales for the first half of 2025 [25] - Seris reported a 4.44% year-on-year increase in electric vehicle sales for June [26] - Great Wall Motors reported a 1.81% increase in total vehicle sales for the first half of 2025 [27] Major Contracts - Guoxin Technology has won a 46 million yuan project for automotive electronic chips [28] - Ankao Zhidian has signed two contracts for wind power transmission projects totaling 79.69 million yuan [29] Shareholding Changes - Wuxi Zhenhua's shareholder plans to reduce its stake by up to 1% [30] - Longxun Co. shareholders plan to reduce their holdings by up to 2% [31] - FJ Environmental's major shareholder plans to reduce its stake by up to 3% [32] - Yuexiu Capital's subsidiary plans to increase its stake in Yuexiu Real Estate [33] Financing Activities - Haoyuan Pharmaceutical plans to increase its subsidiary's capital by 400 million yuan through debt-to-equity conversion [34] - Hainan Huatie plans to issue bonds not exceeding 2 billion yuan to optimize its financing structure [35]

Group 1: Company Announcements - Newland has established a foreign subsidiary, NovaPay US Inc., and obtained a US MSB license to enhance its global payment business and facilitate cross-border payment operations [3] - Zhejiang Liming's actual controllers have committed not to reduce their shareholdings in the company for one year starting from July 2, 2025 [4] - Tengya Precision has announced that its controlling shareholder and actual controller will not reduce their shareholdings for three months from July 1, 2025, to September 30, 2025 [5] - *ST Yuancheng is under investigation by the China Securities Regulatory Commission for suspected false financial disclosures, which may lead to significant legal consequences [6] - Anglikon has only one innovative drug project currently under research, which is in the I phase of clinical trials [7] - Yongmaotai plans to invest approximately 450 million yuan to build an intelligent manufacturing base for automotive parts in Mexico [8] - Fengfan Co. intends to acquire 100% equity of eight photovoltaic power station project companies for 48 million yuan to streamline its business structure [9] Group 2: Performance Forecasts - Xinhengcheng expects a net profit of 3.3 billion to 3.75 billion yuan for the first half of 2025, representing a year-on-year increase of 50% to 70% [11][12] - SAIC Motor reported a total vehicle sales of 2.0526 million units in the first half of 2025, a year-on-year increase of 12.35% [13] - BAIC Blue Valley's subsidiary saw a 139.73% year-on-year increase in sales for the first half of 2025 [14] - Kids King anticipates a net profit of 120 million to 160 million yuan for the first half of 2025, reflecting a year-on-year growth of 50% to 100% [15] Group 3: Major Contracts - Guoxin Technology has won a bid for an automotive electronic chip project worth 46 million yuan [17] - Ankao Smart Electric has signed two contracts for wind power transmission projects, totaling approximately 79.69 million yuan, which accounts for 7.34% of the company's projected revenue for 2024 [18] Group 4: Shareholding Changes - Wuxi Zhenhua's shareholder, Wuxi Kangsheng, plans to reduce its stake by up to 1%, equivalent to no more than 2.5 million shares [20]

New Stock Issuance - The new stock "同宇新材" (code: 301630) is listed at an issuance price of 84.00[1] - "信通电子" (code: 001388) has an issuance price of 16.42[1] Rights Issues and Announcements - "济川药业" (code: 600566) has a tender offer period from June 18, 2025, to July 17, 2025[1] - "中程退" (code: 300208) has 13 trading days remaining until the last trading day[1] - "退市锦港" (code: 600190) also has 13 trading days remaining until the last trading day[1] - "恒立退" (code: 000622) has 10 trading days remaining until the last trading day[1] Abnormal Fluctuations - "浙江东日" (code: 600113) reported severe abnormal fluctuations[1] - "汇金股份" (code: 300368) is noted for abnormal fluctuations[3]

Group 1 - The company, Tengya Precision (301125), announced that its controlling shareholder, Nanjing Tengya Industrial Group Co., Ltd., along with the actual controller, Le Qingyong, and their concerted parties, Nanjing Yunhang Venture Investment Center (Limited Partnership) and Nanjing Yifeng Enterprise Management Co., Ltd., voluntarily committed not to reduce their shareholdings in the company from July 1, 2025, to September 30, 2025 [1]

南京腾亚精工科技股份有限公司（以下简称"公司"）近日收到公司控股股 东南京腾亚实业集团有限公司、实际控制人乐清勇先生及其一致行动人南京运航 创业投资中心（有限合伙）、南京倚峰企业管理有限公司出具的《关于自愿不减 持南京腾亚精工科技股份有限公司股份的承诺函》，现将相关情况公告如下： 二、本次承诺的主要内容 证券代码：301125 证券简称：腾亚精工 公告编号：2025-055 南京腾亚精工科技股份有限公司 关于控股股东、实际控制人及其一致行动人自愿承 诺不减持公司股份的公告 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。 基于对公司未来发展前景的信心及长期投资价值的认可，为进一步促进公司 持续、稳定发展，公司控股股东、实际控制人及其一致行动人自愿承诺自本承诺 函签署之日起 3 个月内（即 2025 年 7 月 1 日至 2025 年 9 月 30 日），不以任何 方式减持其所持有的公司股份。若违反上述承诺，则减持公司股份所得全部收益 归公司所有。 公司董事会将严格按照《中华人民共和国证券法》《深圳证券交易所创业板 股票上市规则》等有关法律法规、规范性文件的规定， ...

Group 1 - The company's stock experienced abnormal trading fluctuations, with a cumulative price increase deviation of 30% over three consecutive trading days from June 26 to June 30, 2025 [1] - The board of directors conducted inquiries to verify the situation regarding the stock price fluctuations and confirmed the existence of undisclosed significant information related to the increase in expected daily related transactions for 2025 [1][2] - The company announced an increase in expected daily related transaction amounts, with a total of 46 million yuan for sales to Anhui Tengya Robot Co., Ltd. and 5 million yuan for sales to Nanjing Tengya Electromechanical Equipment Sales Co., Ltd. [2] Group 2 - The total expected related transaction amount with Anhui Robot will not exceed 60 million yuan, and with Tengya Electromechanical, it will not exceed 20 million yuan [2] - The expected amounts for these related transactions are based on the intentions of overseas customers, and the actual amounts may vary due to the changing international trade environment [2] - The board confirmed that there are no undisclosed significant matters related to the company that should be disclosed according to the Shenzhen Stock Exchange rules [2]