Securities code: 688072 Securities abbreviation: Tuojing Technology Announcement No.: 2025-017

Tuojing Technology Co., Ltd

About the 2025 Restricted Stock Incentive Plan Incentive Recipients

Announcement of Grant of Restricted Stock

The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.

Important Content Notes:

Restricted Stock Grant Date: March 31, 2025

Number of restricted shares granted: 1,267,894 shares, accounting for about 0.45% of the total share capital of the Company of 27,9729,118 shares on the grant date of the 2025 restricted stock incentive plan (hereinafter referred to as the "incentive plan") of Tuojing Technology Co., Ltd. (hereinafter referred to as the "Company").

Equity incentive method: Class II restricted stocks

The conditions for the grant of restricted shares stipulated in the Company's 2025 Restricted Stock Incentive Plan (Draft) (hereinafter referred to as the "Incentive Plan") have been fulfilled and are granted in accordance with the Company's second extraordinary general meeting of shareholders in 2025

The company held the 14th meeting of the second board of directors and the second board of supervisors on March 31, 2025

At the thirteenth meeting, the "Grant of the Company to the Incentive Recipients of the 2025 Restricted Stock Incentive Plan" was deliberated and approved

Proposal for Restricted Shares", which is determined to be granted on March 31, 2025, at a rate of RMB 90 per share

The grant price granted 1,267,894 restricted shares to 1,055 incentive recipients. The relevant matters are explained as follows:

1. Grant of restricted shares

(1) The decision-making procedures and information disclosure that have been performed for the restricted stock grant

1. On March 4, 2025, the company held the thirteenth meeting of the second board of directors, which was deliberated and approved

"Proposal on the > and Summary of the Company's < 2025 Restricted Stock Incentive Plan (Draft)", "Proposal on the > of the Implementation Assessment and Management Measures for the Company's < 2025 Restricted Stock Incentive Plan" and "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.

On the same day, the company held the twelfth meeting of the second board of supervisors, which deliberated and approved the "Proposal on the < of the Company's 2025 Restricted Stock Incentive Plan (Draft) > and its Summary", "Proposal on the > of the Company's < of the Implementation Assessment and Management Measures of the 2025 Restricted Stock Incentive Plan", and "Proposal on Verifying the List of Incentive Objects of the Company's < 2025 Restricted Stock Incentive Plan>The Board of Supervisors of the Company verified the relevant matters of this incentive plan and issued relevant verification opinions.

2. On March 6, 2025, the company disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn).

Announcement on Public Solicitation of Proxy Voting Rights by Independent Directors (Announcement No.: 2025-009). According to the entrustment of other independent directors of the company, Mr. Zhao Guoqing, an independent director, as the solicitor, solicited voting rights from all shareholders of the company on the proposals related to the equity incentive plan deliberated at the second extraordinary general meeting of shareholders in 2025.

3. From March 5, 2025 to 16:00 p.m. on March 14, 2025, the company intends to plan this incentive plan

The name, job number and position of the incentive recipient are publicized within the company. During the publicity period, the board of supervisors and relevant departments of the company received inquiries from individual employees on their personal positions and the list of incentive objects, and the relevant employees did not raise other questions after the relevant departments explained. In addition, as of the expiration of the publicity period, the Board of Supervisors has not received any other employee pairs

Any objection to the list of proposed incentive objects. On March 15, 2025, the company was listed on the Shanghai Stock Exchange

The website (www.sse.com.cn) disclosed the "Explanation of the Publicity and Verification Opinions of the Board of Supervisors on the List of Incentive Recipients of the Company's 2025 Restricted Stock Incentive Plan" (Announcement No.: 2025-013).

4. On March 21, 2025, the company held the second extraordinary general meeting of shareholders in 2025 to review and approve

The "Proposal on the > and Summary of the Company's < 2025 Restricted Stock Incentive Plan (Draft)" and the "Measures for the Management of the Implementation of the Company's < 2025 Restricted Stock Incentive Plan" >"Proposal on Requesting the General Meeting of Shareholders of the Company to Authorize the Board of Directors to Handle Matters Related to Equity Incentives" and other proposals.

5. On March 22, 2025, the company disclosed on the website of the Shanghai Stock Exchange (www.sse.com.cn).

The "Self-inspection Report on the Trading of the Company's Shares by Insiders with Inside Information of the Company's 2025 Restricted Stock Incentive Plan" (Announcement No.: 2025-015).

6. On March 31, 2025, the company held the sixth meeting of the remuneration and assessment committee of the second board of directors

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 Recipients of the 2025 Restricted Stock Incentive Plan".

(2) The explanation of the board of directors on meeting the conditions for grant, and the clear opinions issued by the board of supervisors

1. The relevant explanation of the board of directors on whether the conditions are met for this grant

According to the grant conditions in the Incentive Plan, the incentive recipients must meet the following conditions at the same time to receive restricted shares:

(1) The Company does not have any of the following circumstances:

(1) The audit report of the financial accounting report of the most recent fiscal year has been issued by a certified public accountant with a negative opinion or 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 the last 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 does not have any of the following circumstances:

(1) has been identified as an unsuitable person by the stock exchange within the last 12 months;

(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 of the People's Republic of China (hereinafter referred to as 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.

After careful verification, the board of directors of the company has determined that neither the company nor the incentive object has any of the above circumstances, nor does there be any other situation that cannot be granted or cannot be the incentive object, and the grant conditions of this incentive plan have been completed

Only.

2. The board of supervisors will explain whether the conditions are met in this grant

The Board of Supervisors believes that the Company does not have any circumstances prohibiting the implementation of equity incentive plans as stipulated in the Administrative Measures for Equity Incentive Plans of Listed Companies (hereinafter referred to as the "Administrative Measures") and other laws, regulations and normative documents, and that the Company has the main qualifications to implement equity incentive plans; The incentive objects of this incentive plan 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 "Administrative Measures" and the "Listing Rules for Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange" (hereinafter referred to as the "Listing Rules"), and meet the scope of incentive objects stipulated in the Company's "Incentive Plan" and its summary, and their qualifications as the incentive objects of the Company's 2025 restricted stock incentive plan are legal and valid. The Company determines that the grant date of this incentive plan is in accordance with the relevant provisions of the Administrative Measures and the Incentive Plan and its summary.

In summary, the Board of Supervisors agreed that the company would grant 1,267,894 restricted shares to 1,055 incentive recipients.

The award date is March 31, 2025.

(3) The specific circumstances of the award

1. Award date: March 31, 2025

2. Number of shares: 1,267,894 shares, accounting for about 0.45% of the company's total share capital of 27,9729,118 shares on the date of grant of this incentive plan

3. Number of awardees: 1055

4. Grant price: RMB 90 per share

5. Source of shares: The company's A-share ordinary shares repurchased by the company from the secondary market.

6. The validity period, vesting period and vesting arrangement of the incentive plan

(1) The validity period of the restricted shares granted to the incentive recipients shall not exceed 36 months from the date of grant to the date on which the restricted shares granted to the incentive recipients are fully vested or invalidated.

(2) The restricted shares granted to the incentive recipients under this incentive plan shall be vested in batches according to the agreed proportion after 12 months from the date of grant, and the incentive recipients shall meet the corresponding vesting conditions, and the vesting date must be the trading day within the validity period of the incentive plan, but shall not vest within the following periods:

(1) Within 15 days before the announcement of the company's annual report and semi-annual report, if the announcement date is postponed due to special reasons, it shall be counted from the 15th day before the original scheduled announcement date to the day before the announcement;

(2) Within five days before the announcement of the company's quarterly report, performance forecast and performance express report;

(3) From the date of occurrence of a major event that may have a greater impact on the trading price of the company's securities and its derivatives or in the decision-making process, to the date of disclosure in accordance with the law;

(4) Other periods stipulated by the China Securities Regulatory Commission and the Shanghai Stock Exchange.

The above-mentioned "material events" are transactions or other material matters that the Company should disclose in accordance with the provisions of the Listing Rules.

The vesting period and vesting arrangements of the restricted shares granted under this incentive plan are as follows:

Vesting Arrangement Vesting Time The number of vesting rights is accounted for

Proportion of total equity to be given

The first vesting period starts on the first trading day after 12 months from the date of grant and ends at 50%

The date of the last trading day within 24 months from the date of grant

Second vesting period from the first trading day 24 months after the date of grant to 50%

The last trading day within 36 months from the date of the grant

7. List of incentive objects and awards

Granted Restricted Occupation Grant Restriction Granted Restricted Occupation Granted Public

Name Position Number of Shares Total Number of Shares Total Share Capital of the Division

(Shares) Proportional Proportion

1. Directors, senior management personnel and core technical personnel

Lv Guangquan Chairman 25,000 1.9718% 0.0089%

Liu Jing Director & General Manager 15,000 1.1831% 0.0054%

Chen Xinyi Deputy General Manager, Core Technical Personnel 10,000 0.7887% 0.0036%

Ning Jianping Deputy General Manager, Core Technical Personnel 11,000 0.8676% 0.0039%

Niu Xinping Deputy General Manager, Core Technical Personnel 11,000 0.8676% 0.0039%

Zhao Xi Deputy General Manager, Secretary of the Board of Directors 11,000 0.8676% 0.0039%

Xu Longxu Deputy General Manager 10,000 0.7887% 0.0036%

Yang Xiaoqiang Head of Finance 10,000 0.7887% 0.0036%

Yang Jialing Core technical personnel 10,000 0.7887% 0.0036%

Meng Liang Core technical personnel 8,000 0.6310% 0.0029%

Deng Hao Core technical personnel 8,000 0.6310% 0.0029%

Subtotal 129,000 10.1744% 0.0461%

2. Other employees who the Board of Directors deems necessary to be motivated

Other employees deemed by the Board of Directors to be in need of incentives 1,138,894 89.8256% 0.4071%

(1044 people)

Total (1055 people) 1,267,894 100.0000% 0.4533%

Note: 1. The shares of the company granted by any of the above-mentioned incentive recipients through all the equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company, and the total number of underlying shares involved in the incentive plans within the validity period of the company shall not exceed 20% of the total share capital of the company.

2. The incentive objects of this incentive plan do not include independent directors and supervisors.

3. If there is any difference in the mantissa between the partial total and the sum of the detailed numbers directly added in the above table, it is due to rounding.

2. The board of supervisors verifies the list of incentive recipients

1. The incentive objects granted by this incentive plan do not have the circumstances stipulated in Article 8 of the "Administrative Measures" that are not allowed to become incentive objects:

(1) has been identified as an unsuitable person by the stock exchange within the last 12 months;

(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.

2. The incentive objects of this incentive plan do not include the independent directors and supervisors of the company.

3. In addition to the original determination of the incentive object, 6 incentive objects have resigned from the company and no longer meet the qualifications of the incentive object, and another 11 incentive objects are no longer the incentive objects due to the intention to resign or comprehensive consideration of personal performance and work performance, the company's list of incentive objects awarded this time is consistent with the incentive objects specified in the "Incentive Plan" approved by the company's second extraordinary general meeting of shareholders in 2025.

4. The personnel on the list of incentive objects awarded by this incentive plan meet the qualifications stipulated in the Company Law, the Securities Law of the People's Republic of China and other laws, regulations and normative documents, as well as the Articles of Association of Tuojing Technology Co., Ltd. (hereinafter referred to as the "Articles of Association"), and comply with the "Administrative Measures", "Listing Rules" and other laws and regulations

The conditions for incentive recipients stipulated in the regulations and normative documents are in line with the conditions for incentive recipients stipulated in the 2025 Restricted Stock Incentive Plan (Draft).

In summary, the Board of Supervisors agreed to the list of incentive recipients granted by the company's incentive plan and agreed to the company's incentive

The grant date of the plan is March 31, 2025, and it is agreed that the grant price will be RMB 90 per share

1,267,894 restricted shares were granted to 1,055 incentive recipients.

3. Opinions of the Remuneration and Appraisal Committee of the Board of Directors

In accordance with the relevant provisions of the Administrative Measures and the Company's Incentive Plan and its summary, the Remuneration and Appraisal Committee of the Board of Directors believes that the grant conditions stipulated in the 2025 restricted stock incentive plan have been fulfilled

It is determined that March 31, 2025 will be the grant date, and the grant price will be RMB 90 per share, to 1,055 people

1,267,894 restricted shares were granted to the incentive recipients.

The Company determines that the grant date of this incentive plan is in accordance with the relevant provisions of the Administrative Measures and the Incentive Plan and its summary. The incentive plan is awarded to the list of incentive objects, and the personnel meet the conditions of the incentive objects stipulated in the incentive plan.

In summary, the Remuneration and Appraisal Committee agreed to the above-mentioned matters related to the grant of the Company's 2025 restricted stock incentive plan, and submitted the proposal to the Board of Directors of the Company for deliberation.

4. If the incentive object is a director or senior manager, the restricted stock shall be sold 6 months before the grant date

An explanation of the company's shares

According to the company's self-examination, Mr. Chen Xinyi, Ms. Ning Jianping, Ms. Zhao Xi and Mr. Yang Xiaoqiang, the senior management personnel participating in the incentive plan, bought and sold the company's shares 6 months before the grant date, as detailed in the company

The "Announcement on the Shareholding Reduction Plan for Shareholders and Directors, Supervisors and Senior Executives" disclosed by the Company on June 22, 2024 (Public

No. 2024-043) and the "Shareholders and Directors, Supervisors and Senior Executives Concentrated Bidding Reduction Reduction" disclosed on October 15, 2024

Announcement of Share Results (Announcement No.: 2024-051). Other directors and senior managers participating in this incentive plan have not bought or sold the company's shares in the 6 months before the grant date.

5. Accounting treatment of restricted stocks and calculation of performance impact

(1) The fair value of restricted shares and the method of determination

Refer to the Accounting Department of the Ministry of Finance of the People's Republic of China "Application Case of Share Payment Standard - Grant of Restricted Shares".

Ticket, the measurement of the payment fee for the second class of restricted stock shares is exercised with reference to the stock option. In accordance with the relevant provisions of Accounting Standard for Business Enterprises No. 11 - Share-based Payments and Accounting Standard for Business Enterprises No. 22 - Recognition and Measurement of Financial Instruments, the Company chose the Black-Scholes model to calculate the fairness of Class II restricted stocks

value and on March 31, 2025, the model was used to grant 1,267,894 Class II restricted shares

Tickets are calculated. The specific parameters are selected as follows:

1. Underlying stock price: 157.51 yuan / share (closing price on March 31, 2025);

2. The validity period is: 12 months and 24 months respectively (the period from the date of grant of the second class of restricted shares to the vesting date of each period);

3. Historical volatility: 40.3150% and 40.3225% (respectively, using the Shenwan-Semiconductor Equipment Index as of the deadline.)

Volatility for the last 12, 24 months as of March 31, 2025);

4. Risk-free interest rate: 1.50% and 2.10% (the benchmark interest rate of 1-year and 2-year deposits of financial institutions formulated by the People's Bank of China is adopted respectively);

5. Dividend yield: 0.1492% (using the company's dividend yield for the most recent year as of March 31, 2025).

(2) The impact of the implementation of restricted shares on the operating results of each period is expected

The Company determines the fair value of the Class II restricted shares on the grant date in accordance with accounting standards and relevant valuation tools, and ultimately recognizes the share-based payment expenses of the incentive plan, which will be amortized in proportion to the vesting arrangement during the implementation of the incentive plan. Incentive costs arising from this incentive plan will be charged to recurring profit or loss.

In accordance with the requirements of the Chinese Accounting Standards, the impact of the grant of restricted shares under the incentive plan on the accounting costs of each period is shown in the following table:

Restricted shares granted Total expenses to be amortized 2025 2026 2027

Number of votes (10,000 shares) Use (10,000 yuan) (10,000 yuan) (10,000 yuan) (10,000 yuan)

126.7894 9248.65 5138.30 3510.96 599.40

Note: 1. The above calculation results do not represent the final accounting cost. The actual accounting cost is related to the grant date, grant price and vesting quantity, and if the incentive object resigns before vesting, or the company's performance appraisal or individual performance appraisal fails to meet the corresponding standards, the actual vesting amount will be reduced accordingly, thereby reducing the share-based payment expense. At the same time, the Company reminds shareholders of the possible dilution effect.

2. The final results of the above impact on the company's operating results will be subject to the annual audit report issued by the accounting firm.

Based on the current information, the company preliminarily estimates that the amortization of restricted stock expenses will have an impact on the net profit of each year during the validity period. However, at the same time, after the implementation of the restricted stock incentive plan, it will further enhance the stability of the core team and effectively stimulate the enthusiasm of the core team, thereby improving operational efficiency and bringing higher operating performance and intrinsic value to the company.

6. Concluding observations of the legal opinion

After verification, Beijing Zhong Lun Law Firm believes that:

(1) As of the date of issuance of this legal opinion, the Company has obtained the necessary approvals and authorizations for this adjustment and this grant, which comply with the relevant provisions of the Administrative Measures, the Self-Regulatory Guide for Listed Companies on the Science and Technology Innovation Board No. 4 - Information Disclosure of Equity Incentive Information (hereinafter referred to as the "Regulatory Guide"), the Articles of Association and the 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.

7. Advice from an independent financial adviser

Shanghai Rongzheng Enterprise Consulting Services (Group) Co., Ltd., as an independent financial adviser, believes that as of the date of issuance of this report, the company has obtained the necessary approvals and authorizations for the adjustment and grant of the restricted stock incentive plan; The Company does not meet the grant conditions set forth in the Company's 2025 Restricted Stock Incentive Plan; The determination of the grant date, grant price, grant object and grant quantity of restricted shares is in accordance with the provisions of the Administrative Measures, the Listing Rules and other laws, regulations and normative documents.

8. Attachments to online announcements

(1) List of incentive recipients of the 2025 restricted stock incentive plan (as of the grant date);

(2) The verification opinion of the board of supervisors on the list of incentive recipients of the 2025 restricted stock incentive plan (as of the grant date);

(3) Legal opinion of Beijing Zhong Lun Law Firm on matters related to the adjustment and grant of the 2025 restricted stock incentive plan of Tuojing Technology Co., Ltd.;

(4) The independent financial adviser's report of Shanghai Rongzheng Enterprise Consulting Services (Group) Co., Ltd. on the adjustment and grant of the restricted stock incentive plan of Tuojing Technology Co., Ltd. in 2025.

The announcement is hereby made.

Board of Directors of Tuojing Technology Co., Ltd

April 1, 2025