Core Points - The document outlines the external investment and financing management system of Nanjing Tengya Precision Technology Co., Ltd, aiming to standardize investment behaviors, reduce risks, and enhance returns [1][2] - The system is established in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [1][2] Investment and Financing Decision-Making - All investment and financing activities must comply with national regulations and industry policies, aligning with the company's long-term development strategy and expected returns [2] - The decision-making bodies for external investments are the shareholders' meeting or the board of directors [6] - Significant investment matters must be submitted for board approval if they meet certain thresholds, such as asset totals exceeding 10% of the latest audited total assets or profits exceeding specified amounts [7][8] Execution Control - The company must seek opinions from relevant departments when determining investment and financing plans, focusing on key indicators like cash flow and investment risks [6] - After approval, the company must clearly define the investment plan's execution details, including funding amounts and responsible personnel [6][7] - The board of directors must continuously monitor the progress and effectiveness of major investments [7][8] Investment Disposal - The company must strengthen control over the disposal of investment assets, ensuring compliance with established monetary limits and obtaining necessary approvals [8] - Upon termination of investment projects, a comprehensive review of the invested entity's assets and liabilities must be conducted [8] General Provisions - The document specifies that any matters not covered will follow national laws and regulations, as well as the company's articles of association [9] - The board of directors is responsible for interpreting and amending the investment and financing management system [9]

Group 1 - The core viewpoint of the article is the approval of the 2025 Restricted Stock Incentive Plan by the Supervisory Board of Nanjing Tengya Precision Technology Co., Ltd, which includes the first grant of restricted stock to eligible incentive objects [1][2][3] - The incentive objects include senior management, core management, and key R&D and sales personnel, excluding independent directors, supervisors, shareholders holding more than 5% of shares, and their immediate family members [3] - The first grant date for the incentive plan is set for June 20, 2025, with a grant price of 5.68 yuan per share for a total of 776,000 shares to 18 eligible incentive objects [3] Group 2 - The Supervisory Board confirms that the selected incentive objects do not fall under any disqualifying conditions as per the relevant laws and regulations, ensuring their eligibility for the incentive plan [2][3] - The list of incentive objects aligns with the scope defined in the 2025 Restricted Stock Incentive Plan approved at the first extraordinary general meeting [3] - The conditions for granting restricted stock to the incentive objects have been fulfilled, validating the legality and effectiveness of their qualifications [3]

证券代码：301125 证券简称：腾亚精工 公告编号：2025-040 南京腾亚精工科技股份有限公司 本公司及监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。 一、监事会会议召开情况 经核查，监事会认为：公司不存在《上市公司股权激励管理办法》（以下简 称"《管理办法》"）等法律、法规和规范性文件规定的禁止实施股权激励计划 的情形，公司具备实施股权激励计划的主体资格。本次激励计划的授予日符合《管 理办法》以及公司《2025 年限制性股票激励计划（草案）》（以下简称"《激 励计划》"）中有关授予日的相关规定。本次激励计划首次授予激励对象具备《公 司法》《中华人民共和国证券法》等法律、法规和规范性文件以及《公司章程》 规定的任职资格，符合《管理办法》《深圳证券交易所创业板股票上市规则》规 定的激励对象条件，符合公司《激励计划》中规定的激励对象范围，其作为公司 本次激励计划激励对象的主体资格合法、有效。本次激励计划规定的第二类限制 性股票授予条件已经成就。 综上所述，监事会认为本激励计划首次授予事项均符合相关法律法规及规范 性文件所规定的条件，激励对象获授限制性股票的条件已成就 ...

南京腾亚精工科技股份有限公司（以下简称"公司"）于 2025 年 6 月 20 日 召开第二届董事会第二十六次会议并决议，公司董事会定于 2025 年 7 月 8 日（星 期二）14:30 召开 2025 年第二次临时股东大会，本次会议采取现场表决与网络投 票相结合的方式召开，现将有关事项通知如下： 一、本次股东大会召开的基本情况 部门规章、规范性文件和《公司章程》的有关规定。 （1）现场会议召开时间：2025 年 7 月 8 日（星期二）14:30 （2）网络投票时间： 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 8 日 9:15-9:25，9:30-11:30 和 13:00-15:00； 证券代码：301125 证券简称：腾亚精工 公告编号：2025-052 南京腾亚精工科技股份有限公司 关于召开 2025 年第二次临时股东大会的通知 本公司及董事会全体成员保证信息披露内容的真实、准确和完整，没有虚 假记载、误导性陈述或重大遗漏。 通过深圳证券交易所互联网投票系统 （http://wltp.cninfo.com.cn）投票的具 体时间为：2025 年 7 月 8 日上午 ...

南京腾亚精工科技股份有限公司 内幕信息知情人登记管理制度 第一章 总则 第一条 为进一步规范南京腾亚精工科技股份有限公司（以下简称"公 司"）的内幕信息管理行为，加强内幕信息保密工作，维护公司信息披露的公开、 公平、公正原则，保障投资者合法权益，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》"）、 《深圳证券交易所创业板股票上市规则》《上市公司监管指引第 5 号——上市公 司内幕信息知情人登记管理制度》《深圳证券交易所上市公司自律监管指引第 2 号——创业板上市公司规范运作》《深圳证券交易所上市公司自律监管指引第 5 号——信息披露事务管理》等法律、法规、规章、规范性文件以及《南京腾亚精 工科技股份有限公司章程》 第二条 公司董事会应当对内幕信息知情人信息的真实性、准确性、完整 性进行核查，保证内幕信息知情人档案的真实、准确和完整，报送及时。 公司董事会秘书负责办理公司内幕信息知情人登记入档和报送工作。 公司在报送内幕信息知情人档案的同时应当出具书面承诺，保证所填报内幕 信息知情人档案及重大事项进程备忘录内容的真实、准确、完整，并向全部内幕 信息知情人 ...

证券代码：301125 证券简称：腾亚精工 公告编号：2025-050 南京腾亚精工科技股份有限公司 关于增加 2025 年度日常性关联交易预计额度的公告 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。 一、日常关联交易基本情况 （一）前次日常关联交易预计情况 （以下简称"《上市规则》"） 和《南京腾亚精工科技股份有限公司章程》（以下简称"《公司章程》"）的相 关规定，本次增加日常性关联交易预计额度事项尚需提交公司股东大会审议。 （三）本次增加额度后 2025 年度日常关联交易预计情况 | | | | | | | | | 单位：万元 | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | | | 上年 | | | | 关 | 关联交 | 2025 | 年 | | | 本次增 | 2025 | 年 | | | 关联交 | | 关联交易 | | | 本次增 | | | | | 度发 | | | 联 | 易定价 | 原预计 | | | | 加后 ...

Core Viewpoint - Nanjing Tengya Precision Technology Co., Ltd. has elected Mr. Li Tiancheng as the employee representative director for its third board of directors, ensuring compliance with relevant laws and regulations [1][2]. Group 1: Board Election - The company held an employee representative assembly on June 20, 2025, where Mr. Li Tiancheng was elected as the employee representative director for the third board of directors [1]. - The third board will consist of Mr. Li and eight non-employee representative directors, with a term of three years starting from the approval date of the shareholders' meeting [1]. Group 2: Qualifications of Mr. Li Tiancheng - Mr. Li Tiancheng meets the qualifications and conditions to serve as a director, in accordance with relevant laws, regulations, and the company's articles of association [2]. - After the election, the total number of directors who are also senior management or employee representatives will not exceed half of the total number of directors, complying with legal and regulatory requirements [2]. Group 3: Background of Mr. Li Tiancheng - Mr. Li Tiancheng, born in August 1993, is a Chinese national with a bachelor's degree and currently serves as the assistant general manager and deputy general manager of subsidiaries [2]. - He has held various positions within the company, including deputy director of the finance department and general manager of Nanjing Tengya Equipment Co., Ltd. from June 2022 to December 2023 [2]. Group 4: Compliance and Integrity - As of the announcement date, Mr. Li does not hold any shares in the company and has no relationships with major shareholders or other directors that could pose a conflict of interest [3]. - He has not faced any penalties from the China Securities Regulatory Commission or other authorities, nor has he been involved in any criminal investigations or violations that would disqualify him from serving as a director [3].

Core Viewpoint - Nanjing Tengya Precision Technology Co., Ltd. is undergoing a board re-election process to ensure the normal operation of the board as the current term is about to expire [1][2]. Group 1: Board Election Process - The company held its 26th meeting of the second board on June 20, 2025, where it approved the proposals for the re-election of the board and the nomination of candidates for both non-independent and independent directors [2]. - The candidates for the third board include non-independent directors Le Qingyong, Sun Debin, Li Meng, Xu Jialin, and Gao Ai, as well as independent directors Feng Weibo, Wang Xingsong, and Tan Guomin [2][3]. - The number of directors who also hold senior management positions, as well as employee representatives, does not exceed half of the total board members, and independent directors constitute at least one-third of the board [2]. Group 2: Shareholding and Qualifications - As of the announcement date, Le Qingyong holds a total of 47,838,700 shares, accounting for 33.7468% of the company's total share capital, making him the actual controller of the company [4]. - Sun Debin holds 1,660,120 shares, representing 1.1711% of the total share capital [6]. - Xu Jialin holds 3,905,300 shares, which is 2.7549% of the total share capital [7]. - Li Meng and Gao Ai each hold 588,000 shares, accounting for 0.4148% of the total share capital [8][10]. - All independent director candidates have obtained the necessary qualifications and have no disqualifying conditions as per the Company Law and the company's articles of association [11][12].

Core Viewpoint - The document outlines the management system for the resignation of directors and senior management personnel at Nanjing Tengya Precision Technology Co., Ltd, aiming to ensure stable corporate governance and protect shareholders' rights [1][2]. Chapter Summaries Chapter 1: General Principles - The system is established to regulate the resignation of directors and senior management, ensuring compliance with relevant laws and the company's articles of association [1]. Chapter 2: Resignation Circumstances and Effectiveness - Directors can resign before their term ends by submitting a written resignation report, effective upon receipt by the board, with disclosure required within two trading days [3]. - Directors automatically resign upon the expiration of their term if not re-elected by the shareholders' meeting [3]. - The shareholders' meeting can resolve to dismiss a director, effective immediately upon resolution [2]. Chapter 3: Handover Procedures and Unresolved Matters - Resigning directors and senior management must hand over all relevant documents and assets within five working days post-resignation [3]. - If significant matters are involved, an audit committee may initiate a departure audit and report findings to the board [3]. - The company can require a written fulfillment plan for any uncompleted public commitments by departing personnel [3]. Chapter 4: Obligations of Departing Directors and Senior Management - Departing personnel must complete handover procedures and remain bound by confidentiality obligations regarding company secrets even after their term ends [4]. - Share transfer restrictions are imposed on directors and senior management during and after their tenure [4]. Chapter 5: Accountability Mechanism - The board will review and decide on accountability measures for departing personnel who fail to fulfill commitments or obligations [5]. - Departing personnel can appeal the board's decisions regarding accountability within 15 days [5]. Chapter 6: Supplementary Provisions - Any matters not covered by this system will follow national laws and regulations, with the board responsible for interpretation and amendments [6].

Core Viewpoint - Nanjing Tengya Precision Technology Co., Ltd. has revised its Articles of Association to enhance corporate governance and internal control, aligning with the latest legal and regulatory requirements [1][2][3]. Summary by Sections Revision of Articles of Association - The company has amended specific clauses in its Articles of Association to better protect the rights of shareholders, employees, and creditors, and to ensure compliance with the latest laws and regulations [1][2]. - The revisions include changes to the definitions of stakeholders and the responsibilities of the legal representative [3][4]. Corporate Structure and Responsibilities - The Articles now clarify that the general manager serves as the legal representative of the company, and the company is liable for civil activities conducted by the legal representative [3][4]. - The company’s assets are divided into equal shares, and shareholders are only liable to the extent of their subscribed shares [4][5]. Share Issuance and Rights - The company will issue shares based on principles of openness, fairness, and justice, ensuring equal rights for all shareholders of the same class [6][7]. - The total number of shares issued by the company remains at 141.75792 million shares, with the structure being ordinary shares [6][7]. Financial Assistance and Capital Increase - The company and its subsidiaries are prohibited from providing financial assistance to individuals purchasing company shares, except for employee stock ownership plans [7][8]. - The company can increase its capital through various methods, including public offerings and private placements, as approved by the shareholders [10][11]. Shareholder Rights and Obligations - Shareholders have the right to request meetings, vote, and access company documents, ensuring transparency and accountability [15][16]. - The Articles stipulate that shareholders must fulfill their financial obligations and cannot withdraw their capital except as legally permitted [21][22]. Governance and Legal Compliance - The company’s governance structure has been strengthened, with clear procedures for decision-making and accountability for board members and management [23][24]. - The Articles emphasize the importance of compliance with laws and regulations, particularly regarding related party transactions and the protection of minority shareholders [24][25].