Core Viewpoint - The document outlines the independent director system of Nanjing Tengya Precision Technology Co., Ltd., emphasizing the responsibilities, qualifications, and operational guidelines for independent directors to ensure corporate governance and protect minority shareholders' rights [1][2][3]. Summary by Sections General Principles - The independent director system aims to enhance corporate governance and clarify the roles and responsibilities of independent directors [1]. - Independent directors must not hold any other positions within the company and should maintain independence from major shareholders and actual controllers [1][2]. Responsibilities and Obligations - Independent directors owe a duty of loyalty and diligence to the company and all shareholders, participating in decision-making and protecting minority shareholders' rights [2]. - At least one-third of the board members must be independent directors, including at least one accounting professional [2][3]. Qualifications for Independent Directors - Candidates must meet specific criteria, including legal qualifications, independence, relevant experience, and good personal character [3][4]. - Individuals with significant relationships or shareholdings in the company are disqualified from serving as independent directors [4][5]. Nomination and Election Process - Independent director candidates can be proposed by the board or shareholders holding at least 1% of the company's shares [6][7]. - The nomination process requires the consent of the candidates and thorough background checks by the nomination committee [6][7]. Duties and Special Powers - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice [21][22]. - They have the authority to hire external consultants, propose meetings, and express independent opinions on matters affecting the company [22][23]. Work Support and Conditions - The company must provide necessary resources and support for independent directors to fulfill their duties effectively [32][33]. - Independent directors should have equal access to information and be kept informed about the company's operations [33][34]. Reporting and Accountability - Independent directors are required to submit annual reports detailing their activities, attendance, and interactions with shareholders [31][32]. - The company must disclose any issues related to independent directors' performance or independence [15][31]. Implementation and Amendments - The independent director system will take effect upon approval by the company's shareholders and can be amended as necessary [42][43].

Core Viewpoint - Nanjing Tengya Precision Technology Co., Ltd. is implementing a restricted stock incentive plan for 2025, which aims to attract and retain talent while aligning the interests of the company, shareholders, and core team members [4][5][10]. Group 1: Legal Framework and Approval - The legal opinion is based on the Company Law, Securities Law, and relevant regulations, confirming that the incentive plan complies with legal requirements [3][10]. - The plan has received necessary approvals from the board of directors and the supervisory board, ensuring it follows statutory procedures [5][6][10]. Group 2: Incentive Plan Details - The grant date for the first issuance of restricted stocks is set for June 20, 2025, following the approval from the shareholders' meeting [7][10]. - The plan specifies conditions for granting restricted stocks, including the absence of negative audit opinions and compliance with legal regulations [8][10]. Group 3: Grant Recipients and Terms - A total of 18 individuals will receive restricted stocks, with a grant price of 5.68 yuan per share and a total of 776,000 shares allocated [9][10]. - The distribution of shares among recipients includes 200,000 shares for the deputy general manager and 19.4% reserved for core management and sales personnel [9].

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]

Group 1 - The company held its 26th meeting of the second supervisory board on June 16, 2025, with all three supervisors present, ensuring compliance with relevant laws and regulations [1] - The supervisory board approved an increase in the estimated amount for daily related transactions for 2025, stating that it aligns with the company's business development needs and follows market fairness principles [1][2] - The board confirmed that the decision-making process for the transactions adhered to the company's internal regulations and would not affect the company's independence or harm the interests of shareholders, particularly minority shareholders [1] Group 2 - The supervisory board reviewed the company's stock incentive plan and found no prohibitive conditions under relevant laws and regulations, confirming the company's eligibility to implement the plan [2][3] - The board agreed to grant 776,000 shares of the second category of restricted stock to 18 incentive objects, with a grant date set for June 20, 2025, and a price of 5.68 yuan per share [3] - The board's decision on the stock incentive plan received unanimous approval from all present members [3]

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 ...

Core Viewpoint - The company, Nanjing Tengya Precision Technology Co., Ltd., has announced an increase in the expected amount of daily related party transactions for the year 2025, reflecting the needs of its business operations and development [1][2]. Summary by Sections Daily Related Party Transactions Overview - The company previously estimated that the total amount of daily related party transactions for 2025 would not exceed 25 million yuan, which includes procurement of molds from Nanjing Tengya Robot Technology Co., Ltd. for 6 million yuan, sales of motors, battery packs, and other components to Anhui Tengya Robot Co., Ltd. for 14 million yuan, and sales of gardening tools to Nanjing Tengya Electromechanical Equipment Sales Co., Ltd. for 5 million yuan [1][2]. - The company has now increased the expected transaction amount with Nanjing Tengya Electromechanical to 15 million yuan, raising the total expected related party transactions to 26 million yuan [1][2]. Increase in Expected Transaction Amount - The company has approved an increase in the expected transaction amount with Anhui Robot for sales of motors, battery packs, and other components to 46 million yuan, and with Nanjing Electromechanical for sales of gardening tools to 5 million yuan, resulting in total expected transactions of 60 million yuan with Anhui Robot and 20 million yuan with Nanjing Electromechanical [2][4]. Financial Data of Related Parties - Anhui Tengya Robot Co., Ltd. has total assets of 35.4589 million yuan and a net asset of -0.23 million yuan as of March 31, 2025, with a revenue of 11.2617 million yuan and a net loss of -2.4549 million yuan for the first quarter of 2025 [5][6]. - Nanjing Tengya Electromechanical Equipment Sales Co., Ltd. has total assets of 14.2585 million yuan and a net asset of -0.0131 million yuan as of March 31, 2025, with a revenue of 8.5756 million yuan and a net loss of -0.0231 million yuan for the first quarter of 2025 [7][8]. Purpose and Impact of Related Transactions - The daily related party transactions are aimed at meeting the actual needs of business development and production operations, adhering to fair market principles, and ensuring that transaction prices are reasonable and do not adversely affect the company's financial status or operational results [9][10]. Opinions from Independent Directors and Sponsors - Independent directors have unanimously agreed that the increase in expected related party transaction amounts is reasonable and necessary for business development, ensuring that it will not harm the interests of the company or its shareholders [10]. - The sponsor has confirmed that the decision-making process complies with relevant regulations and does not harm the interests of non-related shareholders [10].

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 - 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].