Nanjing Toua Tools Technology Co., Ltd. 2025 Prospectus for Issuance of Shares to Specific Objects via Simplified Procedure (Application Draft)

Stock Code: 301125 Stock Abbreviation: Toua Tools

Nanjing Toua Tools Technology Co., Ltd.

(No. 6 Zhidao Road, Jiangning District, Nanjing City, Jiangsu Province)

2025 Prospectus for Issuance of Shares to Specific Objects via Simplified Procedure

(Application Draft)

Sponsor (Lead Underwriter)

China Securities Co., Ltd.

(Building 4, No. 66 Anli Road, Chaoyang District, Beijing)

June 2026

Statement

The Company and all directors and senior management warrant that the prospectus and other information disclosure materials do not contain any false records, misleading statements, or major omissions, and bear corresponding legal liability for their authenticity, accuracy, and completeness.

The person in charge of the Company, the person in charge of accounting work, and the person in charge of the accounting institution guarantee that the financial and accounting data in the prospectus are true and complete.

Any decision or opinion made by the CSRC or the exchange regarding this issuance does not indicate their guarantee of the authenticity, accuracy, or completeness of the application documents and disclosed information, nor does it constitute a substantive judgment or guarantee of the issuer's profitability, investment value, or investor returns. Any statement to the contrary is a false statement.

According to the Securities Law, after the securities are issued in accordance with the law, the issuer is responsible for changes in its operations and earnings. Investors shall independently judge the investment value of the issuer, make their own investment decisions, and bear the investment risks caused by changes in the issuer's operations and earnings or fluctuations in securities prices after the issuance.

Major Matters Notice

The Company specifically reminds investors to pay attention to the following major matters or risk factors and to carefully read the relevant chapters of this prospectus.

1. Situation of this issuance of A-shares to specific objects via simplified procedure

2. Matters related to this issuance of shares to specific objects via simplified procedure have been authorized by the Company's 2024 and 2025 annual general meetings to be implemented by the Board of Directors; the issuance plan and related matters were deliberated and approved at the 10th meeting of the 3rd Board of Directors held on March 20, 2026.

On June 24, 2026, the Company held the 14th meeting of the 3rd Board of Directors, which deliberated and approved the "Proposal on the Bidding Results of the Company's 2025 Issuance of Shares to Specific Objects via Simplified Procedure," the "Proposal on the Company Signing Conditional Share Subscription Agreements with Specific Objects," and other proposals.

The issuance plan is still subject to review and approval by the Shenzhen Stock Exchange and registration with the CSRC before it can be implemented.

1. The targets of this issuance are Nord Fund Management Co., Ltd., Fullgoal Fund Management Co., Ltd., Zhijian (Shaoxing Keqiao) Private Equity Fund Management Co., Ltd. - Zhijian Qilin Steady Private Securities Investment Fund, Caitong Fund Management Co., Ltd., Huaan Securities Asset Management Co., Ltd., Shan Aijuan, Du Aiqing, Donghai Fund Management Co., Ltd., Ningbo Ningju Asset Management Center (Limited Partnership) - Ningju Sunflower Private Securities Investment Fund, and Shenzhen Common Fund Management Co., Ltd. - Common Metaverse Private Securities Investment Fund, totaling 10 specific objects, which complies with the regulations of the CSRC and other securities regulatory departments regarding no more than 35 issuance targets. The targets of this issuance will subscribe to the Company's shares in cash.

2. According to the bidding results, the total subscription amount by the issuance targets is 120 million yuan. After deducting relevant issuance expenses, the net proceeds will be used for the following projects: