Beijing Zhong Lun Law Firm

About Tuojing Technology Co., Ltd

2025 restricted stock incentive plan adjustment and grant related matters

Legal Opinions

March 2025

directory

I. The Adjustment and the Approval and Authorization of the Grant ...... -3-

2. The relevant situation of this adjustment...... -4-

III. Relevant information about this award...... -4-

Concluding observations...... -7-

Beijing Zhong Lun Law Firm

About Tuojing Technology Co., Ltd

2025 restricted stock incentive plan adjustment and grant related matters

Legal Opinions

To: Tuojing Technology Co., Ltd

Beijing Zhong Lun Law Firm (hereinafter referred to as the "Firm") acted as the special legal counsel engaged by Tuojing Technology Co., Ltd. (hereinafter referred to as the "Company" or "Tuojing Technology") in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law") and the Administrative Measures for Equity Incentives of Listed Companies (hereinafter referred to as the "Administrative Measures") issued by the China Securities Regulatory Commission (hereinafter referred to as the "CSRC") As well as the Rules for the Listing of Stocks on the Sci-Tech Innovation Board of the Shanghai Stock Exchange (hereinafter referred to as the "Listing Rules"), the Self-Regulatory Guide for Listed Companies on the Sci-Tech Innovation Board No. 4 - Disclosure of Equity Incentive Information (hereinafter referred to as the "Regulatory Guide") and other relevant laws, regulations and normative documents issued by the Shanghai Stock Exchange (hereinafter referred to as the "Shanghai Stock Exchange"), as well as the Articles of Association of Tuojing Technology Co., Ltd. (hereinafter referred to as the "Articles of Association") and Tuojing Technology Co., Ltd. 2025 This legal opinion is hereby issued on the basis of verifying the relevant facts involved in the adjustment of the Company's 2025 Restricted Stock Incentive Plan (hereinafter referred to as the "Incentive Plan") and the grant of restricted shares to the incentive recipients (hereinafter referred to as the "Grant") in accordance with the generally recognized professional standards, ethics and diligence of the lawyer industry.

In order to issue this legal opinion, our lawyers make the following statement:

(1) This legal opinion is based on events that have occurred or existed before the date of issuance of this legal opinion

It is issued in accordance with applicable Chinese laws, regulations and normative documents.

(2) The Firm and its lawyers' understanding of the relevant facts involved in this Legal Opinion ultimately relies on the documents, information and statements provided by the Company to the Firm and its lawyers, and the Company has made the following warranties to the Firm and its lawyers that all legal documents and materials (including but not limited to original written materials, duplicate materials, photocopies or oral testimony, etc.) required for the issuance of this Legal Opinion provided to the lawyers of the Firm are complete, true and valid. and has disclosed all the facts to our lawyers, there is no concealment, omission, falsehood or misleading, the copies or photocopies of the documents and materials provided by the firm are consistent with the originals or originals, and the signatures and seals of such documents and materials are genuine, and the signatories of such documents have been legally authorized and validly signed such documents.

(3) This legal opinion only expresses opinions on the legal issues related to the incentive plan, and does not express opinions on the reasonableness of the assessment standards involved in the company's incentive plan, as well as non-legal professional matters such as accounting and finance.

(4) The firm and its lawyers are satisfied that there are no false records, misleading statements and material omissions in this legal opinion.

(5) The firm and its lawyers agree to take this legal opinion as a necessary legal document for the company to implement this incentive plan, submit and disclose it together with other materials, and are willing to bear the corresponding legal responsibility for this legal opinion.

(6) The firm and its lawyers agree that the company shall quote the relevant content of this legal opinion in the relevant documents prepared for the implementation of this incentive plan, but the company shall not cause legal ambiguity or misinterpretation due to the quotation when making the above quotation, and the company has the right to review and confirm the corresponding content of the above relevant documents again.

(7) This legal opinion is only for the purpose of the company's incentive plan, and shall not be used for any other purpose without the written consent of the firm and its lawyers.

(8) The Company has carefully read this legal opinion and confirmed that the facts cited or cited in this legal opinion are true, accurate and complete, and there are no false or misleading statements or conclusions.

Based on the above, we hereby issue a legal opinion for this adjustment and this grant as follows:

After verification, as of the date of the issuance of this legal opinion, Tuojing Technology has performed the following approval and authorization procedures for this adjustment and this grant:

1. On March 4, 2025, the thirteenth meeting of the second board of directors of Tuojing Technology deliberated and passed the "About

The company's <2025 restricted stock incentive plan (draft) > and its summary", "the proposal on the company's < of the 2025 restricted stock incentive plan implementation assessment management measures> "proposal on requesting the company's general meeting of shareholders to authorize the board of directors to handle matters related to equity incentives" and other proposals.

2. On March 4, 2025, the twelfth meeting of the second board of supervisors of Tuojing Technology deliberated and passed the "About

The company's < of the 2025 restricted stock incentive plan (draft) > and its summary", "the proposal on the > of the company's < of the implementation of the 2025 restricted stock incentive plan", "on verifying the list of incentive objects granted by the company's < 2025 restricted stock incentive plan>of the bill" and other bills.

3. From March 5, 2025 to March 14, 2025, Tuojing Technology will grant incentives to this incentive plan

The names and positions of the subjects are publicly announced within the company.

4. On March 6, 2025, the Company disclosed the "Disclosure of Independent Directors" on the website of the Shanghai Stock Exchange

Announcement on the solicitation of proxy voting rights", Zhao Guoqing, an independent director of the company, as the solicitor, solicited proxy voting rights from all shareholders of the company on the proposals related to the equity incentive plan to be deliberated at the second extraordinary general meeting of shareholders to be held by Tuojing Technology in 2025.

5. On March 15, 2025, Tuojing Technology disclosed on the website of the Shanghai Stock Exchange the "Board of Supervisors' Statement on the Company".

Explanation of the publicity and verification opinions of the list of incentive recipients of the 2025 restricted stock incentive plan.

6. On March 21, 2025, the second extraordinary general meeting of shareholders of Tuojing Technology in 2025 deliberated and approved the "Guan

The company < the 2025 restricted stock incentive plan (draft) > and its summary" and the "Proposal on the Company's < 2025 Restricted Stock Incentive Plan Implementation Assessment and Management Measures>"Proposal on Requesting the General Meeting of Shareholders of the Company to Authorize the Board of Directors to Handle Matters Related to Equity Incentives". The related shareholders have recused themselves from voting on the relevant proposals.

7. On March 22, 2025, the Company disclosed the "About the Company in 2025

Self-inspection report on the trading of the company's shares by insiders with inside information of the restricted stock incentive plan.

8. On March 31, 2025, the sixth meeting of the Remuneration and Assessment Committee of the second board of directors of Tuojing Technology

The 14th meeting of the second board of directors and the 13th meeting of the second board of supervisors deliberated and passed the "Proposal on Adjusting the Relevant Matters of the Incentive Objects in the Company's 2025 Restricted Stock Incentive Plan" and "Proposal on the Company's Grant of Restricted Shares to the Incentive Objects of the 2025 Restricted Stock Incentive Plan".

To sum up, our lawyers believe that as of the date of the issuance of this legal opinion, the adjustment and the grant of Tuojing Technology have obtained the necessary approvals and authorizations at this stage, which are in line with the relevant provisions of the "Administrative Measures", "Regulatory Guidelines", "Articles of Association" and "Incentive Plan".

2. The relevant situation of this adjustment

On March 31, 2025, the sixth meeting of the Remuneration and Assessment Committee of the second board of directors of Tuojing Technology,

The 14th meeting of the second session of the board of directors and the 13th meeting of the second session of the board of supervisors deliberated and passed the "Proposal on Adjusting the Relevant Matters of the Incentive Objects in the Company's 2025 Restricted Stock Incentive Plan", in view of the fact that 6 of the incentive objects originally determined in the company's 2025 restricted stock incentive plan have resigned from the company and no longer meet the qualifications of incentive objects, and another 11 incentive objects are no longer the incentive objects of this incentive plan because they have the intention to leave or comprehensively consider their personal performance and work performance. Agree to make the incentive object of this incentive plan from no

More than 1,072 people were adjusted to 1,055 people, and the above-mentioned 17 incentive recipients were originally intended to be granted restricted stock adjustment points

Allocate to other incentive recipients determined by this incentive plan.

According to the "Proposal on Requesting the General Meeting of Shareholders of the Company to Authorize the Board of Directors to Handle Matters Related to Equity Incentives" deliberated and passed by the second extraordinary general meeting of shareholders of Tuojing Technology in 2025, this adjustment does not need to be submitted to the general meeting of shareholders of the company for deliberation.

To sum up, the lawyers of our firm believe that the adjustment of Tuojing Technology is in line with the relevant provisions of the "Management Measures", "Regulatory Guidelines", "Articles of Association" and "Incentive Plan".

3. Relevant information about this award

(1) The date of the award

1. According to the "About Submitting Company Shares" deliberated and approved by the second extraordinary general meeting of shareholders of Tuojing Technology in 2025

The General Assembly of the Company authorized the Board of Directors to handle matters related to equity incentives, and the General Meeting of Shareholders of the Company authorized the Board of Directors to confirm

The date on which the incentive plan is granted.

2. According to the "Proposal on the Company's Grant of Restricted Shares to the Incentive Recipients of the 2025 Restricted Stock Incentive Plan" deliberated and passed by the 6th meeting of the Remuneration and Assessment Committee of the 2nd Board of Directors, the 14th meeting of the 2nd Board of Directors and the 13th meeting of the 2nd Board of Supervisors of Tuojing Technology, the grant date of this grant is

March 31, 2025.

3. According to the company's confirmation and verification, the grant date of this grant is a trading day within 60 days after the general meeting of shareholders deliberates and approves the incentive plan.

To sum up, our lawyers believe that the grant date of this grant complies with the relevant provisions of the Administrative Measures, the Articles of Association and the Incentive Plan.

(2) The incentive objects awarded this time

1. On March 31, 2025, the 14th meeting of the second board of directors of Tuojing Technology deliberated and passed the "About

The company's proposal to grant restricted shares to the incentive recipients of the 2025 restricted stock incentive plan, agreed to grant 1,267,894 restricted shares to 1,055 incentive recipients.

2. On March 31, 2025, the sixth meeting of the Remuneration and Assessment Committee of the second board of directors of Tuojing Technology

and the thirteenth meeting of the second board of supervisors deliberated and passed the "Proposal on the Company's Grant of Restricted Shares to the Incentive Objects of the 2025 Restricted Stock Incentive Plan", and believed that the incentive objects granted this time have the qualifications stipulated in the "Company Law" and other laws, regulations and normative documents, meet the conditions of the incentive objects stipulated in the "Management Measures" and the "Listing Rules", and meet the scope of the incentive objects stipulated in the company's "Incentive Plan", and their qualifications as the main objects of the incentive plan are legal and valid.

3. According to the confirmation of Tuojing Technology and relevant incentive objects, and the inquiries on the website of the China Securities Regulatory Commission, the website of the Shenzhen Stock Exchange, the website of the Shanghai Stock Exchange, the website of the Securities and Futures Market for the Record of Untrustworthiness, the China Judgment Network, the China Enforcement Information Disclosure Network and other websites, as of the date of issuance of this legal opinion, none of the incentive objects granted this time shall not become the incentive objects as stipulated in Article 8 of the Administrative Measures.

To sum up, our lawyers believe that the incentive recipients granted this time comply with the relevant provisions of the Administrative Measures, the Listing Rules, the Articles of Association and the Incentive Plan.

(3) The conditions for the award

According to the Incentive Plan, the conditions for this award are:

1. The company has not experienced any of the following circumstances: (1) the financial and accounting report of the most recent fiscal year is issued by a certified public accountant with a negative opinion or an audit report that cannot express an opinion; (2) The audit report on the internal control of financial reporting in the most recent fiscal year was issued by a certified public accountant with a negative opinion or unable to express an opinion; (3) Failure to distribute profits in accordance with laws and regulations, articles of association, and public commitments within 36 months after listing; (4) Where laws and regulations stipulate that equity incentives shall not be implemented; (5) Other circumstances determined by the China Securities Regulatory Commission.

2. The incentive recipient has not suffered any of the following circumstances: (1) has been recognized by the stock exchange in the past 12 months

unfit persons; (2) Identified as an unsuitable person by the China Securities Regulatory Commission and its dispatched agencies within the last 12 months; (3) In the past 12 months, the China Securities Regulatory Commission and its dispatched agencies have been administratively punished or banned from entering the market due to major violations of laws and regulations; (4) Those who are prohibited from serving as directors or senior managers of the company as stipulated in the Company Law; (5) Laws and regulations stipulate that it is not allowed to participate in the equity incentive of a listed company; (6) Other circumstances determined by the China Securities Regulatory Commission.

According to the confirmation of Tuojing Technology and related incentive objects, the Audit Report of Tianjian Review [2024] No. 3913 issued by Tianjian Certified Public Accountants (Special General Partnership), and the website of the China Securities Regulatory Commission, the website of the Shenzhen Stock Exchange, the website of the Shanghai Stock Exchange, the website of the Securities and Futures Market, the website of the China Judgment Documents, the China Enforcement Information Disclosure Network and other websites, as of the date of the issuance of this legal opinion, neither Tuojing Technology nor the incentive objects granted this time have the above circumstances.

On March 31, 2025, the sixth meeting of the Remuneration and Assessment Committee of the second board of directors of Tuojing Technology,

The 14th meeting of the second session of the board of directors and the 13th meeting of the second session of the board of supervisors deliberated and passed the "Proposal on the Company's Grant of Restricted Shares to the Incentive Recipients of the 2025 Restricted Stock Incentive Plan" and other proposals, and considered that the grant conditions stipulated in the incentive plan have been fulfilled.

Accordingly, our lawyers believe that as of the date of issuance of this legal opinion, the conditions for the incentive recipients to be granted benefits in this grant as stipulated in the Incentive Plan have been fulfilled.

In summary, our lawyers believe that the grant date and incentive objects of this grant comply with the relevant provisions of the Administrative Measures, the Listing Rules, the Articles of Association and the Incentive Plan, and as of the date of the issuance of this legal opinion, the conditions for the incentive recipients to be granted benefits in this grant as stipulated in the Incentive Plan have been fulfilled.

Concluding remarks

In summary, our lawyers believe that:

(1) As of the date of issuance of this legal opinion, Tuojing Technology has obtained the necessary approvals and authorizations for this adjustment and this grant, which is in line with the relevant provisions of the "Administrative Measures", "Regulatory Guidelines", "Articles of Association" and "Incentive Plan".

(2) The adjustment is in accordance with the relevant provisions of the "Administrative Measures", "Regulatory Guidelines", "Articles of Association" and "Incentive Plan".

(3) The grant date and incentive objects of this grant comply with the relevant provisions of the Administrative Measures, the Listing Rules, the Articles of Association and the Incentive Plan, and as of the date of issuance of this legal opinion, the conditions for the incentive recipients to be granted benefits in this grant as stipulated in the Incentive Plan have been fulfilled.

The original of this legal opinion is in duplicate and there are no copies.

(The following is the signed page of this legal opinion, without the text)