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 Lv Guangquan and Tian Xiaoming are no longer recognized as core technical personnel due to the adjustment of the company's work content, but they still continue to work in the company.

1. The specific situation of core technical personnel

Mr. Lu Guangquan, male, born in 1965, holds a Ph.D. from the University of California, San Diego. In 1994

From August to August 2014, he successively worked at the Advanced Electronic Materials Research Center of the American Science Foundation and the United States

He has served as an associate researcher and vice president of engineering technology in the SSTS department of Nuofa and Aixtron in Germany. Since September 2014, he has worked in the company and has served as technical director, general manager and director, and is currently the chairman of the company.

Mr. Tian Xiaoming, born in 1956, holds a master's degree in electrical engineering from Northeastern University

Master of Business Administration, University of Technology. From February 1982 to February 2018, he successively worked or studied in Jingguang, Jiangxi

Electronics Co., Ltd., Northeastern University, Codi Semiconductor, Inc., Lam Research, Nikon Seiki (Shanghai) Co., Ltd., successively served as design engineer and senior vice president. Since February 2018, he has worked in the company, served as the general manager of the company, and is currently the general manager of Tuojing Chuangyi (Shenyang) Semiconductor Equipment Co., Ltd., a wholly-owned subsidiary of the company.

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. company with the above-mentioned persons

There is no dispute or potential dispute involving the ownership of service invention patents, nor does it affect the integrity of the company's intellectual property ownership.

3. Confidentiality and non-competition

The Company and the above-mentioned persons respectively signed the "Employee Confidential Information and Invention Agreement" and the "Employee Confidential Information and Invention Agreement Supplemental Agreement - Non-Competition", which made strict provisions on the company's core technology and intellectual property protection, 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, comprehensive consideration of 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, the company newly identified Deng Hao and Guo Wanli as the company's core technical personnel. The biographies of the above-mentioned personnel are as follows:

Mr. Tang Hao, born in 1979, holds a master's degree from Nanyang Technological University, Singapore. Since 2001, he has worked in the technology and R&D departments of leading international and domestic fabs, engaged in the R&D and team management of high-end thin film deposition equipment and processes. He joined the company in January 2022 and is currently the director of the product center of Tuojing Technology (Shanghai) Co., Ltd., a wholly-owned subsidiary of the company.

Mr. Guo Wanli, born in 1983, holds a master's degree in materials science from Wuhan University of Technology and a Ph.D. in mechanical engineering from Huazhong University of Science and Technology. Since 2008, he has been engaged in semiconductor process development, equipment application and R&D in a well-known semiconductor company in China for a long time. Since October 2023, he has worked in Tuojing Jianke (Haining) Semiconductor Equipment Co., Ltd., a holding subsidiary of the company, and is currently the vice president of Tuojing Jianke (Haining) Semiconductor Equipment Co., Ltd., a holding 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, Chen Xinyi, Ning Jianping, Niu Xinping, Meng Liang, Yang Jialing, Lv Guangquan, Tian Xiaoming

After this adjustment, Chen Xinyi, Ning Jianping, Niu Xinping, Meng Liang, Yang Jialing, Deng Hao, Guo Wanli

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 will continue to increase R&D investment in the future to maintain the core competitiveness of the company's products; At the same time, the company will continue to improve the construction of the R&D team, build a solid talent echelon, and continue to enhance the company's comprehensive technological innovation capabilities.

4. Relevant review procedures

On December 13, 2024, the company held the 11th meeting of the second board of directors, which was deliberated and approved

"Proposal on the Company's Adjustment of Core Technical Personnel", it was agreed that Lv Guangquan and Tian Xiaoming would no longer serve as the company's core technical personnel, and the core technical personnel Deng Hao and Guo Wanli were newly identified.

5. 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 Lv Guangquan and Tian Xiaoming 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 in a state of normal and orderly progress, and the adjustment of core technical personnel has not had a significant adverse impact on the company's daily operation, core competitiveness and continuous operation ability.

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

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