Stock code: 688072 Stock abbreviation: Tuojing Technology

Tuojing Technology Co., Ltd

Meeting materials of the 2nd Extraordinary General Meeting of Shareholders in 2025

March 2025

Table of Contents

Notice of the Second Extraordinary General Meeting of Shareholders in 2025...... 1

Agenda of the 2025 Second Extraordinary General Meeting of Shareholders...... 3

2025 Second Extraordinary General Meeting of Shareholders Meeting Proposal...... 5

Proposal 1: Proposal on the company's "2025 Restricted Stock Incentive Plan (Draft)" and its summary

...... 5

Proposal 2: Proposal on the company's "2025 Restricted Stock Incentive Plan Implementation Assessment and Management Measures".

Table...... 6

Proposal 3: Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to equity incentives

...... 7

Tuojing Technology Co., Ltd

Notice to the 2nd Extraordinary General Meeting of Shareholders in 2025

In order to safeguard the legitimate rights of all shareholders, ensure the normal order and efficiency of the general meeting of shareholders, and ensure the smooth progress of the general meeting, in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Rules of the General Meeting of Shareholders of Listed Companies, the Articles of Association of Tuojing Technology Co., Ltd., the Rules of Procedure of the General Meeting of Shareholders of Tuojing Technology Co., Ltd. and other relevant regulations, Tuojing Technology Co., Ltd. (hereinafter referred to as the "Company") hereby formulates the Notice of the Second Extraordinary General Meeting of Shareholders in 2025:

1. In order to ensure the seriousness and normal order of the general meeting of shareholders and effectively safeguard the legitimate rights and interests of shareholders and shareholders' agents, the company has the right to refuse other unrelated persons to enter the venue in accordance with the law, except for shareholders and shareholders' representatives, directors, supervisors, senior managers, witness lawyers and persons invited by the board of directors attending the meeting.

2. Shareholders and shareholders' representatives attending the meeting must go through the sign-in procedures at the meeting site from 13:00 to 14:00 on the day of the meeting, and please present the securities account card, identity document or legal person unit certificate, power of attorney, etc., and receive the meeting materials after verification before attending the meeting. After the start of the meeting, the presiding officer of the meeting announces the number of shareholders present at the meeting and the total number of shares with voting rights held by them, and shareholders who enter the meeting after this time are not entitled to participate in the on-site voting.

3. The meeting shall deliberate and vote on the motions in the order listed in the notice of the meeting.

4. Shareholders and their representatives participate in the general meeting of shareholders and enjoy the right to speak, question, vote and other rights in accordance with the law. Shareholders and their representatives participating in the general meeting of shareholders shall conscientiously perform their statutory obligations, shall not infringe upon the legitimate rights and interests of the company and other shareholders and shareholders' representatives, and shall not disturb the normal order of the general meeting of shareholders.

5. Shareholders and their representatives who intend to speak or ask questions at the on-site meeting of the general meeting of shareholders shall register with the conference affairs group of the general meeting in advance in the registration link before the general meeting of shareholders. The presiding officer of the conference arranges speeches or answers questions from shareholders according to the list and order provided by the conference affairs group.

Shareholders and their representatives who request to speak without prior registration shall speak only with the permission of the presiding officer of the meeting in accordance with the agenda of the meeting. If more than one shareholder and the shareholder's representative request to speak at the same time, the one who raises his hand first shall speak; If the presiding officer cannot be determined, the moderator shall designate the speaker. Only shareholders and shareholders' proxies will be accepted during the meeting

Words or questions. In order to improve the efficiency of the meeting, shareholders and shareholders' representatives should speak or ask questions around the topic of the meeting, and the questions should be concise and to the point, and the time should not exceed 5 minutes in principle.

6. When shareholders and their representatives request to speak, they shall not interrupt the report of the rapporteur of the meeting or the speeches of other shareholders and their representatives, and the shareholders and their representatives shall not speak when voting at the general meeting of shareholders. If the shareholders and their representatives violate the provisions of this article, the presiding officer of the meeting has the right to refuse or stop them.

7. The moderator may arrange for the company's directors, supervisors and senior managers to answer the questions raised by shareholders. The moderator or his/her designated personnel have the right to refuse to answer questions that may disclose the company's trade secrets and/or insider information and damage the common interests of the company and shareholders.

8. Shareholders and shareholders' representatives attending the general meeting of shareholders shall express one of the following opinions on the proposal submitted for voting: agree, oppose or abstain. Shareholders present at the event must sign the name or names of the shareholders on the voting ballot. Votes that are not filled, incorrect, illegible, or not cast shall be deemed to have waived the voting rights of the voter, and the voting results of the shares held by the voter shall be counted as "abstention".

9. The general meeting of shareholders adopts a combination of on-site voting and online voting, and issues an announcement on the resolution of the general meeting of shareholders in combination with the voting results of on-site voting and online voting.

10. The meeting was witnessed and issued by the practicing lawyers of the law firm hired by the company.

11. During the meeting, participants should pay attention to maintaining the order of the venue, do not move around at will, adjust the mobile phone to mute state, refuse personal audio recording, video recording and photography during the meeting, and participants should leave the venue after the conference without special reasons. The staff of the meeting have the right to stop the acts that interfere with the normal procedures of the meeting, pick quarrels and provoke troubles, or infringe on the legitimate rights and interests of other shareholders, and report to the relevant departments for handling.

12. The expenses incurred by shareholders attending the general meeting of shareholders shall be borne by the shareholders.

13. For the specific content of the registration method and voting method of this general meeting of shareholders, please refer to the company's announcement in 2025

On March 6, the "Convening of the Second Extraordinary General Meeting of Shareholders in 2025" disclosed on the website of the Shanghai Stock Exchange

Notice of the meeting (Announcement No. 2025-012).

Tuojing Technology Co., Ltd

Agenda for the 2nd Extraordinary General Meeting of Shareholders in 2025

1. Time, place and voting method of the meeting

(1) Meeting time: 14:00 on March 21, 2025

(2) On-site meeting place: Conference room of Tuojing Technology Co., Ltd., No. 900, Shuijia, Hunnan District, Shenyang City, Liaoning Province

(3) Convener of the meeting: the board of directors of Tuojing Technology Co., Ltd

(4) Presiding officer of the meeting: Chairman Lv Guangquan

(5) The meeting adopts a combination of on-site voting and online voting

(6) The online voting system, start and end time, and voting time

Online voting system: the online voting system of the general meeting of shareholders of the Shanghai Stock Exchange

Online voting: from March 21, 2025 to March 21, 2025

Using the online voting system of the Shanghai Stock Exchange, the voting time through the voting platform of the trading system is the trading time of the day of the general meeting of shareholders, that is, 9:15-9:25, 9:30-11:30, 13:00-15:00, and the voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.

2. Agenda of the meeting

(1) Participants sign in, receive meeting materials, and register shareholders and shareholders' representatives to speak.

(2) The presiding officer shall announce the opening of the meeting and report to the General Assembly the number of shareholders and shareholders' representatives attending the on-site meeting and the number of voting rights held.

(3) Read out the instructions for the general meeting of shareholders.

(4) Read out and deliberate the proposals of the meeting:

1. Proposal 1: About the company's "2025 Restricted Stock Incentive Plan (Draft)" and its summary

of motions;

2. Proposal 2: Regarding the Company's "2025 Restricted Stock Incentive Plan Implementation Assessment and Management Measures"

of motions;

3. Proposal 3: Submit to the general meeting of shareholders of the company to authorize the board of directors to handle matters related to equity incentives

Motion.

(5) Shareholders and shareholders' representatives at the meeting speak and ask questions.

(6) Elect members for vote counting and scrutineers.

(7) Shareholders and shareholders' representatives at the meeting vote on various proposals.

(8) Adjourn the meeting and count the results of on-site voting.

(9) Resume the meeting and announce the on-site voting results and the resolution of the general meeting of shareholders (the final voting results are subject to the company's announcement).

(10) Witness the lawyer's reading of the legal opinion (the legal opinion is subject to the company's announcement).

(11) Sign the documents of the meeting.

(12) The on-site meeting ends.

Tuojing Technology Co., Ltd

2025 Second Extraordinary General Meeting of Shareholders Meeting Proposals

Motion 1:

Proposal on the company's "2025 Restricted Stock Incentive Plan (Draft)" and its summary:

In order to further establish and improve the long-term incentive mechanism of Tuojing Technology Co., Ltd. (hereinafter referred to as the "Company"), attract and retain outstanding talents, fully mobilize the enthusiasm of the company's employees, and effectively combine the interests of shareholders, the company and the personal interests of employees, so that all parties can pay attention to the long-term development of the company, under the premise of fully protecting the interests of shareholders, in accordance with the principle of matching income and contribution, in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, and the Company Law of the People's Republic of China. The Company has drafted the 2025 Restricted Stock Incentive Plan (Draft) and its summary, and intends to implement restricted stock incentives to incentive recipients.

On March 4, 2025, the company held the thirteenth meeting of the second board of directors and the second session of supervisors respectively

At the twelfth meeting, the "Proposal on the Company's < 2025 Restricted Stock Incentive Plan (Draft) >(Draft) and its Summary was deliberated and approved". The Board of Supervisors of the Company has issued a written verification opinion on the Company's 2025 Restricted Stock Incentive Plan (Draft) and its summary, and unanimously approved the Company's implementation of the 2025 Restricted Stock Incentive Plan.

For details, please refer to the company's disclosure on the website of the Shanghai Stock Exchange on March 6, 2025

(www.sse.com.cn) of the "2025 Restricted Stock Incentive Plan (Draft)" and the "2025 Restricted Stock Incentive Plan (Draft) Summary Announcement" (Announcement No.: 2025-006).

Shareholders who intend to be the incentive recipients of the 2025 restricted stock incentive plan and shareholders who are related to the incentive recipients abstain from voting on this proposal.

Shareholders and their proxies are invited to deliberate.

Board of Directors of Tuojing Technology Co., Ltd

March 21, 2025

Motion 2:

Proposal on the company's "2025 Restricted Stock Incentive Plan Implementation Assessment and Management Measures" Shareholders and shareholders' representatives:

In order to ensure the smooth progress of the 2025 restricted stock incentive plan of Tuojing Technology Co., Ltd. (hereinafter referred to as the "Company") and ensure the realization of the company's development strategy and business objectives, the company has formulated the "2025 Restricted Stock Incentive Plan Implementation Assessment and Management Measures" in accordance with relevant laws and regulations, the provisions of the company's "2025 Restricted Stock Incentive Plan (Draft)" and the actual situation of the company.

On March 4, 2025, the company held the thirteenth meeting of the second board of directors and the second session of supervisors respectively

At the twelfth meeting, the "Proposal on the > of the Management Measures for the Implementation of the Company's < 2025 Restricted Stock Incentive Plan" was deliberated and approved. For details, please refer to the company's disclosure on the Shanghai Stock Exchange on March 6, 2025

The "2025 Restricted Stock Incentive Plan Implementation Assessment and Management Measures" on the website (www.sse.com.cn).

Shareholders who intend to be the incentive recipients of the 2025 restricted stock incentive plan and shareholders who are related to the incentive recipients abstain from voting on this proposal.

Shareholders and their proxies are invited to deliberate.

Board of Directors of Tuojing Technology Co., Ltd

March 21, 2025

Motion 3:

Proposal on requesting the general meeting of shareholders of the company to authorize the board of directors to handle matters related to equity incentives, shareholders and shareholders' representatives:

In order to specifically implement the 2025 restricted stock incentive plan of Tuojing Technology Co., Ltd. (hereinafter referred to as the "Company"), the Board of Directors of the Company intends to request the General Meeting of Shareholders to authorize the Board of Directors to handle the following matters related to the Company's restricted stock incentive plan:

1. The general meeting of shareholders of the company is requested to authorize the board of directors to be responsible for the specific implementation of the 2025 restricted stock incentive plan for the following matters:

(1) Authorize the board of directors to determine the qualifications and conditions for the incentive recipients to participate in the incentive plan, and determine the grant date of the restricted stock incentive plan;

(2) Authorize the board of directors to make corresponding adjustments to the number of restricted shares granted/vested in accordance with the methods specified in the restricted stock incentive plan when the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the subdivision or reduction of shares, and the allotment of shares;

(3) Authorize the board of directors to adjust the restricted stock grant price accordingly in accordance with the methods specified in the restricted stock incentive plan when the company has matters such as capital reserve conversion to share capital, distribution of stock dividends, stock subdivision or share reduction, allotment of shares, and distribution of dividends;

(4) Authorize the board of directors to distribute and adjust the shares of restricted shares among the incentive recipients due to the resignation of employees or the abandonment of subscription by employees before the grant of restricted shares;

(5) Authorize the board of directors to grant restricted shares to the incentive recipients when they meet the conditions, and handle all matters necessary for the grant of relevant rights and interests, including signing the Restricted Stock Grant Agreement with the incentive recipients;

(6) Authorize the Board of Directors to review and confirm the vesting qualifications and number of vesting recipients, and agree that the Board of Directors will delegate this right to the Remuneration and Appraisal Committee;

(7) authorize the board of directors to decide whether the restricted shares granted to the incentive recipients can be vested;

(8) Authorize the board of directors to handle all matters necessary for the vesting of restricted shares of incentive recipients, including but not limited to submitting an application for vesting to the stock exchange and applying to the registration and clearing company for the relevant registration and clearing business

Amend the Articles of Association of Tuojing Technology Co., Ltd. (hereinafter referred to as the "Articles of Association") and handle the registration of the change of the company's registered capital;

(9) Authorize the board of directors to handle matters related to the change and termination of the incentive plan in accordance with the provisions of the company's 2025 restricted stock incentive plan, including but not limited to canceling the attribution qualifications of the incentive recipients and canceling the restricted shares that have not yet vested the incentive recipients;

(10) Authorize the board of directors to manage and adjust the company's restricted stock incentive plan, and formulate or revise the management and implementation regulations of the plan from time to time under the premise of consistency with the terms of the incentive plan. However, if any amendment is required by law, regulation or relevant regulatory authority to be approved by a general meeting of shareholders or/and the relevant regulatory authority, such amendment by the Board of Directors must be approved accordingly;

(11) Other necessary matters necessary to authorize the board of directors to implement the restricted stock incentive plan, except for the rights that are expressly provided for in the relevant documents to be exercised by the general meeting of shareholders.

2. Submit to the general meeting of shareholders of the company to authorize the board of directors to go through the procedures of approval, registration, filing, approval and consent to the relevant governments and institutions for the equity incentive plan; Signing, executing, revising and completing documents submitted to relevant governments, institutions, organizations and individuals; Amend the Articles of Association and register the change of the company's registered capital; and to take all actions that it deems necessary, appropriate or appropriate in connection with this incentive program.

3. Propose to the general meeting of shareholders to authorize the board of directors to appoint financial advisers, receiving banks, accountants, lawyers, securities companies and other intermediaries for the implementation of the incentive plan.

4. Submit to the general meeting of shareholders of the company for approval, and the period of authorization to the board of directors is consistent with the validity period of the incentive plan.

5. Among the above-mentioned authorized matters, in addition to the laws, administrative regulations, rules of the China Securities Regulatory Commission, normative documents, the equity incentive plan or the articles of association of the company, other matters that need to be passed by the resolution of the board of directors shall be submitted to the general meeting of shareholders of the company to authorize the board of directors, and the board of directors of the company shall further authorize the chairman of the board of directors or the appropriate person authorized by the board of directors of the company to exercise.

Shareholders who intend to be the incentive recipients of the 2025 restricted stock incentive plan and shareholders who are related to the incentive recipients abstain from voting on this proposal.

Shareholders and their proxies are invited to deliberate.

Board of Directors of Tuojing Technology Co., Ltd

March 21, 2025