Beijing Zhong Lun Law Firm

About Tuojing Technology Co., Ltd

2025 Restricted Stock Incentive Plan (Draft).

Legal Opinions

March 2025

directory

1. Conditions for the implementation of this incentive plan by Tuojing Technology...... -2-

II. Legal and Compliance ...... of the Content of the Incentive Plan -4-

III. Legal Procedures to be Performed in this Incentive Plan...... -5-

Fourth, the incentive object of this incentive plan is determined...... -7-

V. Information disclosure ...... of the incentive plan -7-

6. The company did not provide financial assistance for the incentive recipients...... -7-

7. The impact of the incentive plan on the interests of the company and all shareholders...... -7-

VIII. Recusal of Affiliated Directors from Voting...... -8-

Concluding observations...... -8-

Beijing Zhong Lun Law Firm

About Tuojing Technology Co., Ltd

2025 Restricted Stock Incentive Plan (Draft).

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") and the Self-Regulatory Guidelines for Listed Companies on the Sci-Tech Innovation Board No. 4 - Information Disclosure of Equity Incentive Information (hereinafter referred to as the "Regulatory Guidelines") issued by the Shanghai Stock Exchange (hereinafter referred to as the "Shanghai Stock Exchange"), in accordance with the generally recognized professional standards, ethics and diligence of the lawyer industry, in 2025 This legal opinion is hereby issued on the basis of verifying the relevant facts involved in the annual restricted stock incentive plan (hereinafter referred to as the "incentive plan").

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

(1) This legal opinion is issued in accordance with applicable Chinese laws, regulations and normative documents based on the facts that have occurred or existed before the date of issuance of this legal opinion.

(2) The firm and its lawyers' understanding of the relevant facts involved in this legal opinion are ultimately relied upon

The documents, materials and representations provided by the Company to the Firm and the Firm's lawyers, and the Company has given the following warranties to the Firm and the Firm's lawyers: all legal documents and materials (including but not limited to original written materials, duplicate materials, photocopies or oral testimony, etc.) provided to the Firm's lawyers in connection with the incentive plan and the issuance of this legal opinion are complete, true and valid, and all facts have been disclosed to the firm's lawyers without any concealment, omission, falsehood or misleadingness. Copies or photocopies of the documents and materials provided by the applicant are consistent with the originals or originals, and the signatures and seals of such documents 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 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 the legal opinion as a necessary legal document for the company to implement the 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 incentive plan as follows:

1. Conditions for the implementation of this incentive plan by Tuojing Technology

(1) Tuojing Technology was established and legally existed in accordance with the law

Tuojing Technology is organized by the predecessor of Shenyang Tuojing Technology Co., Ltd. (hereinafter referred to as "Tuojing Co., Ltd.") in accordance with the law

Institutional change was established. On January 12, 2021, the Shenyang Municipal Administration for Market Regulation approved the overall change of Tuojing Co., Ltd

Established as a company limited by shares. Tuojing Technology was approved by the China Securities Regulatory Commission on March 1, 2022, for the first time

31,619,800 RMB ordinary shares were publicly issued to the public and were handed over on April 20, 2022

Listed on the Science and Technology Innovation Board.

After verification, Tuojing Technology now holds the "Business License" issued by the Shenyang Municipal Administration for Market Regulation, and its registered main information is as follows:

Unified Social Credit Code 912101005507946696

Residence: 14th Floor, No. 109-3 (No. 109-3), Quanyun Road, Hunnan District, Shenyang City, Liaoning Province

Legal representative: Liu Jing

The registered capital is 188,188,255 yuan

Company Type: Company limited by shares (foreign-invested, listed)

General Projects: Corporate Headquarters Management; Management; business management consulting; Own funds are invested

asset management services; Engage in investment activities with its own funds; financial counseling; Socio-economics

Business Scope: Economic consulting services; Rental services (excluding licensed rental services); domestic trade agency; pin

Sales Agent. (Except for projects that must be approved in accordance with the law, independently carry out business with a business license in accordance with the law.)

Activities)

The period of operation is from 2010-04-28 to long-term

Note: As of the date of issuance of this legal opinion, Tuojing Technology has not yet converted capital reserve into shares in June 2024

The share registration of the Company and the second vesting period of the Company's 2022 restricted stock incentive plan has been completed, and the change of registered capital involved in the registration of the Company has been completed.

Accordingly, our lawyers believe that as of the date of the issuance of this legal opinion, Tuojing Technology is a limited liability company established and legally and validly existing in accordance with the law, and there is no need to terminate it in accordance with laws, regulations, rules and other normative documents or the Articles of Association of Tuojing Technology Co., Ltd. (hereinafter referred to as the "Articles of Association").

(2) Tuojing Technology does not have the circumstance that equity incentives are not allowed

According to the Tianjian Audit Report [2024] No. 3913, the Internal Control Audit Report and the Articles of Association issued by Tianjian Certified Public Accountants (Special General Partnership), Tianjian Audit [2024] No. 3914 Internal Control Audit Report and the Articles of Association and the company

and verified by the firm's lawyers, the company does not have the circumstances stipulated in Article 7 of the Administrative Measures that prohibit the implementation of equity incentives:

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 for the most recent fiscal year was issued by a certified public accountant with a negative opinion or unable to express an opinion;

3. In the last 36 months after listing, there has been a failure to make profits in accordance with laws and regulations, articles of association, and public commitments

the situation of profit distribution;

4. Where laws and regulations stipulate that equity incentives shall not be implemented;

5. Other circumstances as determined by the China Securities Regulatory Commission.

To sum up, the lawyers of the firm believe that as of the date of the issuance of this legal opinion, Tuojing Technology is a limited liability company established and legally and validly existing in accordance with the law, and there is no need to terminate the company as stipulated in laws and regulations and the Articles of Association, and there is no situation that prohibits equity incentives as stipulated in Article 7 of the Administrative Measures, and has the conditions for the implementation of this incentive plan.

2. The legality and compliance of the content of this incentive plan

On March 4, 2025, the 13th meeting of the second board of directors and the second board of supervisors of Tuojing Technology

The 12th meeting deliberated and approved the 2025 Restricted Stock Incentive Plan (Draft) (hereinafter referred to as the "Incentive Plan (Draft)") and its summary. In accordance with the relevant provisions of the Administrative Measures and the Listing Rules, our lawyers have checked the contents of the Incentive Plan (Draft) one by one, as follows:

1. After verification, the company does not have the circumstances stipulated in Article 7 of the "Administrative Measures" that prohibit the implementation of equity incentives, which is in line with the provisions of Article 7 of the "Administrative Measures".

2. After verification, the scope of incentive targets of this incentive plan is the company's directors, senior management, core technical personnel and other employees who the board of directors deems necessary to be incentivized, excluding the independent directors and supervisors of the company, in accordance with the provisions of Article 10.4 of the Listing Rules and Article 8, Paragraph 1 of the Administrative Measures.

3. After verification, the Incentive Plan (Draft) has specified the matters that should be specified in Article 9 of the Administrative Measures, which is in line with the provisions of Article 9 of the Administrative Measures.

4. After verification, this incentive plan stipulates the conditions for the incentive recipients to be authorized to benefit and exercise their rights and interests, and the conditions for directors and senior managers to exercise their rights and interests include performance appraisal indicators, and the incentive plan sets vesting conditions for each vesting period, which is in line with the provisions of Article 10 of the Administrative Measures.

5. After verification, the performance appraisal indicators of the incentive objects of this incentive plan include company-level performance appraisal indicators and individual-level performance appraisal indicators, and the "Incentive Plan (Draft)" discloses the scientificity and rationality of the set indicators, which is in line with the provisions of Article 11 of the "Management Measures".

6. After verification, the source of the shares of this incentive plan is the ordinary A shares of the company repurchased by the company from the secondary market

shares, in accordance with the provisions of Article 12 of the Administrative Measures.

7. After verification, the validity period of this incentive plan shall not exceed 36 months from the date of grant of restricted shares to the date when all restricted shares granted to the incentive object are vested or invalidated, in accordance with the provisions of Article 13 of the Administrative Measures.

8. After verification, the total number of shares involved in all the incentive plans of Tuojing Technology during the validity period does not exceed 20% of the total share capital of the company, which is in accordance with the provisions of Rule 10.8 of the Listing Rules; The cumulative amount of the company's shares granted to any incentive recipient through all the equity incentive plans within the validity period shall not exceed 1% of the total share capital of the company, in accordance with the provisions of paragraph 2 of Article 14 of the Administrative Measures.

9. After verification, the grant price of the restricted shares in this incentive plan is 90 yuan per share

The Incentive Plan (Draft) sets out the pricing basis and pricing method, which is in accordance with Article 10.6(1) of the Listing Rules.

10. After verification, the number of restricted shares to be granted in this incentive plan does not exceed 1,267,894 shares

One-time grant, no reserved rights and interests, in line with the provisions of Article 15, Paragraph 1 of the Administrative Measures.

In summary, our lawyers believe that the content of this incentive plan complies with the relevant provisions of the Administrative Measures and the Listing Rules.

3. The legal procedures to be performed in this incentive plan

(1) Procedures that have been performed

After verification, as of the date of issuance of this legal opinion, Tuojing Technology has performed the following procedures for the implementation of this incentive plan:

1. The Remuneration and Appraisal Committee under the Board of Directors of Tuojing Technology has drafted the Incentive Plan (Draft) and submitted it to the Board of Directors of Tuojing Technology for deliberation.

2. On March 4, 2025, the 13th meeting of the second board of directors of Tuojing Technology deliberated and passed the "About

The company < the 2025 Restricted Stock Incentive Plan (Draft) > and its Summary of the Proposal" and other proposals.

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

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

4. Tuojing Technology has hired our firm to issue a legal opinion on this incentive plan.

(2) Procedures that still need to be performed

In accordance with the provisions of the Administrative Measures, the Listing Rules, the Regulatory Guidelines and other relevant laws, regulations and normative documents, as well as the Incentive Plan (Draft), in order to implement the incentive plan, Tuojing Technology still needs to perform the following legal procedures:

1. The company shall, before convening the general meeting of shareholders, publicize the names and positions of the incentive recipients within the company through the company's website or other channels for a period of not less than 10 days.

2. The board of supervisors of the company shall fully listen to the public opinions; The Company shall, 5 days before the general meeting of shareholders deliberate on the incentive plan, disclose the explanation of the board of supervisors' review and publicity of the list of incentive recipients.

3. The company buys and sells the company within 6 months before the announcement of the incentive plan (draft).

Conduct a self-examination of stocks and derivatives to indicate whether there is insider trading.

4. When the Company convenes a general meeting of shareholders to deliberate on the incentive plan, the independent directors shall solicit proxy voting rights from all shareholders in respect of the incentive plan.

5. The general meeting of shareholders of the company shall vote on the content of this incentive plan, and be approved by more than two-thirds of the voting rights held by shareholders present at the meeting, except for the company's directors, supervisors, senior managers, and shareholders who individually or collectively hold more than 5% of the company's shares, the votes of other shareholders shall be counted separately and disclosed. When the general meeting of shareholders of the company deliberates on this incentive plan, the shareholders who are the target of the incentive or the shareholders who have a related relationship with the incentive object shall abstain from voting.

6. The incentive plan has been deliberated and approved by the general meeting of shareholders of the company and meets the grant provisions of this incentive plan

The company will grant restricted shares to the incentive recipients within the specified time. With the authorization of the general meeting of shareholders, the board of directors is responsible for the implementation of the grant and vesting of restricted shares.

To sum up, our lawyers believe that as of the date of the issuance of this legal opinion, the procedures that Tuojing Technology has performed for the implementation of this incentive plan comply with the relevant provisions of the Administrative Measures, the Listing Rules and the Regulatory Guidelines, and can only be implemented after performing the procedures that need to be performed.

4. The incentive objects of this incentive plan are determined

After verification, Chapter 4 of the Incentive Plan (Draft) "Basis and Scope for Determining Incentive Targets" has set out the basis for determining incentive targets, the scope of incentive targets and the verification procedures for incentive targets.

To sum up, our lawyers believe that the determination of the incentive recipients of the incentive plan complies with the relevant provisions of the Administrative Measures and the Listing Rules.

5. Information disclosure of this incentive plan

After verification, within 2 trading days from the date of the 13th meeting of the second board of directors of Tuojing Technology to deliberate and approve the "Incentive Plan (Draft)" and other proposals, Tuojing Technology has announced the relevant board resolutions, board of supervisors resolutions, "Incentive Plan (Draft)" and its summary and other documents.

Our lawyers believe that as of the date of the issuance of this legal opinion, Tuojing Technology has fulfilled the necessary information disclosure obligations for this incentive plan, and still needs to fulfill the corresponding follow-up information disclosure obligations in accordance with the provisions of relevant laws, regulations and normative documents.

6. The company did not provide financial assistance for the incentive recipients

According to the Incentive Plan (Draft), the source of funds for the incentive recipients is the self-raised funds of the incentive recipients, and the Company undertakes not to provide loans or any other form of financial assistance for the incentive recipients to obtain the relevant restricted stocks in accordance with the incentive plan, including providing guarantees for their loans.

The lawyer of the firm believes that the company did not provide financial assistance for the incentive objects determined in this incentive plan, which is in line with the provisions of Article 21 of the Administrative Measures.

7. The impact of this incentive plan on the interests of the company and all shareholders

As described in the section "II. Legal compliance of the content of this incentive plan" in this legal opinion, this incentive plan

The content of the listing complies with the relevant provisions of the Administrative Measures and the Listing Rules, and there is no violation of relevant laws and administrative regulations.

As mentioned in the "3. Legal procedures to be performed by the incentive plan" and "5. Information disclosure of the incentive plan" in this legal opinion, as of the date of issuance of this legal opinion, Tuojing Technology has performed the necessary internal decision-making procedures for the incentive plan in accordance with the law, and has fulfilled the necessary information disclosure obligations up to now, ensuring the legality and rationality of the incentive plan, and protecting the shareholders' right to know and make decisions on the company's major issues.

The Board of Supervisors of the Company expressed a clear opinion on the incentive plan, believing that the incentive plan does not harm the interests of the company and all shareholders.

To sum up, our lawyers believe that as of the date of the issuance of this legal opinion, there is no obvious damage to the interests of the company and all shareholders and violations of relevant laws and administrative regulations in this incentive plan.

8. Affiliated directors recuse themselves from voting

According to the first paragraph of Article 34 of the Administrative Measures, when a listed company implements equity incentives, the board of directors shall make a resolution on the draft equity incentive plan in accordance with the law, and the directors who intend to be the targets of the incentive or the directors who have an affiliated relationship with them shall abstain from voting.

According to the resolution of the 13th meeting of the second board of directors of the company, the incentive plan (draft), the list of incentive recipients of this incentive plan and the confirmation of the company, the incentive objects of this incentive plan include the company's directors Lv Guangquan and Liu Jing, and these related directors have recused themselves from voting on the proposals related to the incentive plan.

Our lawyers believe that when the board of directors of the company deliberated on the relevant proposals of the incentive plan, the directors who were to be the incentive targets had recused themselves from voting, which was in line with the provisions of Article 34 of the Administrative Measures.

Concluding remarks

In summary, our lawyers believe that:

(1) As of the date of issuance of this legal opinion, Tuojing Technology has the conditions for the implementation of this incentive plan.

(2) The content of this incentive plan complies with the relevant provisions of the Administrative Measures and the Listing Rules.

(3) As of the date of issuance of this legal opinion, Tuojing Technology has fulfilled the process for the implementation of this incentive plan

The order complies with the relevant provisions of the Administrative Measures, the Listing Rules and the Regulatory Guidelines, and can only be implemented after the procedures that need to be performed are performed.

(4) The determination of the incentive object of this incentive plan shall comply with the relevant provisions of the "Administrative Measures".

(5) As of the date of issuance of this legal opinion, Tuojing Technology has fulfilled the necessary information disclosure obligations for this incentive plan, and still needs to fulfill the corresponding follow-up information disclosure obligations in accordance with the provisions of relevant laws, regulations and normative documents.

(6) The company does not provide financial assistance for the incentive objects determined in this incentive plan, in accordance with the provisions of Article 21 of the "Administrative Measures".

(7) As of the date of issuance of this legal opinion, there is no obvious damage to the interests of the company and all shareholders and violations of relevant laws and administrative regulations in this incentive plan.

(8) When the board of directors of the company deliberates the relevant proposals of this incentive plan, the directors who intend to be the incentive objects have recused themselves from voting, which is in line with the provisions of Article 34 of the "Administrative Measures".

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)