China Merchants Securities Co., Ltd

About Tuojing Technology Co., Ltd

Adjust the verification opinions of core technical personnel

China Merchants Securities Co., Ltd. (hereinafter referred to as "China Merchants Securities" or the "Sponsor"), as the sponsor of Tuojing Technology Co., Ltd. (hereinafter referred to as "Tuojing Technology" or the "Company") in the initial public offering and listing of shares in the continuous supervision stage, in accordance with the Administrative Measures for the Sponsorship Business of Securities Issuance and Listing, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and the Guidelines for the Application of the Self-Regulatory Rules for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation. The adjustment of the core technical personnel of Tuojing Technology has been verified, and the specific verification situation and opinions are as follows:

First, the specific situation of the adjustment of core technical personnel

(1) Adjust the situation of core technical personnel

The company's core technical personnel Jiang Qian and Ye Wumao are no longer recognized as core technical personnel due to the adjustment of the company's work content, and still continue to work in the company.

1. The specific situation of core technical personnel

Mr. Jiang Qian, born in 1952, holds a Ph.D. from Brandeis University in United States. January 1982 to March 2010

In January, he successively worked in Massachusetts Institute of Technology, Intel Corporation, United States Nuofa, and Shin Shin Technology (Shenyang) Co., Ltd., successively serving as researcher, vice president of R&D, executive director and other positions. Since April 2010, he has worked in the company, served as the general manager, chairman and director of the company, and is currently the core technical personnel of the company.

Mr. Ye Wumao, born in 1961, holds a Ph.D. from the University of California, Berkeley. September 1990 to 2013

In September, he successively worked in Nashua Computer Products, Western Digital, Santa Clara, CA,

United States Nuofa, NegevTech, Inc., Hitachi High-Technologies America, Honeywell International, successively served as process engineer, product manager and other positions. Since August 2017, he has worked in the company, served as senior technical director, chairman of the company's board of supervisors, and is currently the senior vice president of the company's marketing center.

2. Intellectual property rights

The company enjoys the ownership of the intellectual property rights formed by the above-mentioned personnel during their tenure with the company. There is no dispute or potential dispute between the company and the above-mentioned persons over the ownership of service invention patents, nor does it affect the company's intellectual property rights

Integrity of tenure.

3. Confidentiality and non-competition

The Company and the above-mentioned persons respectively signed the Employee Confidential Information and Invention Agreement and the Supplementary Agreement to the Employee Confidential Information and Invention Agreement - Non-Competition Restriction or the Non-Competition Commitment Letter, which made strict provisions on the protection of the Company's core technology and intellectual property rights, non-competition and other matters, and the two parties clearly agreed on the confidentiality content and liability for breach of contract. As of the date of issuance of this verification opinion, the company has not found that the above-mentioned persons have violated the above-mentioned relevant agreements.

(2) The situation of new core technical personnel

In view of the above situation, the company combined with the future development plan, comprehensively considered the R&D personnel's position, educational background, work experience, technical experience, main intellectual property rights, scientific research achievements, R&D coordination ability and other factors, and newly identified Niu Xinping and Yang Jialing as the company's core technical personnel. The biographies of the above-mentioned personnel are as follows:

Mr. Niu Xinping, born in 1978, holds a master's degree in materials science and engineering from Xi'an Jiaotong University. May 2004

From October 2020, he worked at Lam Research Equipment Technology Co., Ltd., successively serving as senior engineer, manager, senior manager and other positions. He has been working in the company since October 2020, and is currently the general manager of Tuojing Technology (Beijing) Co., Ltd., a wholly-owned subsidiary of the company, and the deputy general manager of the company since January 2024.

Mr. Yang Jialing, born in 1987, holds a Ph.D. in physics from Arizona State University, United States. Since 2014

Since then, the world's well-known semiconductor equipment company has been engaged in the research and development and management of thin film material deposition process, application and equipment for a long time. He joined the company in July 2023 and is currently the senior director of the product center of Tuojing Chuangyi (Shenyang) Semiconductor Equipment Co., Ltd., a wholly-owned subsidiary of the company.

(3) The situation of core technical personnel after adjustment

As of the date of issuance of this verification opinion, the company has a total of 7 core technical personnel, and the core technical personnel before and after this adjustment are as follows:

Period: Name of core technical personnel

Before this adjustment, Lv Guangquan, Jiang Qian, Tian Xiaoming, Ye Wumao, Ning Jianping, Chen Xinyi, Meng Liang

After this adjustment, Lv Guangquan, Tian Xiaoming, Ning Jianping, Chen Xinyi, Meng Liang, Niu Xinping, Yang Jialing

Second, the impact of the adjustment of core technical personnel on the company

The company is mainly engaged in the research and development, production, sales and technical services of high-end semiconductor special equipment, and always adheres to independent research and development.

After long-term technology accumulation and development, the company has established a sound technology research and development management system and intellectual property protection management system, at the same time, it has cultivated a group of experienced technology research and development backbone talents, built a relatively complete talent echelon, and the scale of research and development personnel has been expanding, supporting the company's product development and industrialization development.

After the adjustment of the core technical personnel, the original core technical personnel are still in the company and perform their duties normally, which will not have a significant adverse impact on the company's product development and operation management. The company's newly identified core technical personnel are all key talents of the company's existing technology research and development, which will help efficiently promote the company's research and development projects and provide strong support for the technological upgrading and industrialization of the company's core products. There are no disputes or potential disputes involving service inventions in this adjustment of core technical personnel, and it will not affect the integrity of the company's core technology and patent ownership, nor will it have a substantial impact on the company's core competitiveness, technical advantages, business and product innovation capabilities.

As of December 31, 2022, December 31, 2023 and June 30, 2024, the Company researched

The number of employees was 334, 484 and 506 respectively, accounting for the proportion of the company's total number of employees

40.24%, 45.23% and 40.38%, the number of R&D personnel is growing, the structure of the R&D team is complete, the talent reserve is sufficient, the existing R&D personnel have the corresponding professional skills and collaborative innovation capabilities, and the company has a talent base to maintain advanced technology and continuous innovation.

3. Measures taken by the company

As of the date of issuance of this verification opinion, the adjustment of the work content of the company's relevant core technical personnel has been completed, and the company's various research and development projects have been progressing in an orderly manner. The company attaches great importance to the continuous R&D and innovation of core technologies and products, and in the future, the company will continue to increase R&D investment, maintain the core competitiveness of the company's products, and continuously improve the R&D team building, build a solid talent echelon, and continue to improve the company's comprehensive technological innovation capabilities.

4. Verification opinions of the sponsor institution

After verification, the sponsor believes that:

The structure of the R&D team of Tuojing Technology is complete, and the R&D team and core technical personnel are generally relatively stable; The ownership of the technical achievements related to the R&D projects that Jiang Qian and Ye Wumao participated in during their work in the company belongs to the company, and the adjustment of their positions does not affect the integrity of the company's patent rights; The company's R&D projects are progressing in a normal and orderly manner, and the adjustment of core technical personnel has not had a significant adverse impact on the company's daily operation, core competitiveness and ability to continue operations.

In summary, the sponsor has no objection to the company's adjustment of core technical personnel.

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