China Merchants Securities Co., Ltd

About Tuojing Technology Co., Ltd

2024 Annual Continuous Supervision Work Site Inspection Report

In accordance with the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange and other relevant laws and regulations, China Merchants Securities Co., Ltd. (hereinafter referred to as the "Sponsor"), as the sponsor that is performing the continuous supervision of Tuojing Technology Co., Ltd. (hereinafter referred to as "Tuojing Technology" or "the Company"), has conducted an on-site inspection of the Company's standardized operation in 2024 (hereinafter referred to as the "Continuous Supervision Period"), and hereby reports the relevant situation of the on-site inspection as follows:

1. The basic situation of this on-site inspection

(1) Sponsors

China Merchants Securities Co., Ltd

(2) Sponsor representatives

Liu Xianguang, Zhang He

(3) During the on-site inspection

December 30, 2024

(4) On-site inspection personnel

Liu Xianguang, Dai Yuchun

(5) The content of the on-site inspection

Corporate governance and internal control, information disclosure, independence, capital transactions with the largest shareholder and other related parties, use of raised funds, related party transactions, external guarantees, major foreign investments, the company's production and operation environment, and the performance of commitments, etc.

(6) On-site inspection methods

1. Check the company's main business premises;

2. Conduct interviews with some senior managers of the company;

3. Check the company's current and effective Articles of Association, corporate governance system, internal control and other documents;

4. Check the documents of the three meetings held by the company during the continuous supervision period;

5. Check the company's information disclosure documents during the continuous supervision period;

6. Check the bank statement of the company's special account for raising funds during the continuous supervision period;

7. Verify the related party transactions, external guarantees and foreign investments of the company during the period of continuous supervision.

2. Opinions on on-site inspection items item by item

(1) Corporate governance and internal control

The on-site inspectors checked the current effective Articles of Association of Tuojing Technology, verified the opinions of the company's shareholders' meeting, the board of directors, the board of supervisors and independent directors, and conducted interviews and communication with the company's senior management and other relevant personnel.

After verification, the sponsor believes that during the continuous supervision period, the company has formulated the Articles of Association and corporate governance system in accordance with the provisions of the Company Law, the Securities Law and other relevant laws and regulations, and the relevant systems are complete, compliant and effectively implemented, the company's directors, supervisors and senior management can perform their responsibilities in accordance with the requirements of the relevant regulations, and the internal control system has been effectively implemented.

(2) Information disclosure

The on-site inspectors checked the information disclosure documents announced by Tuojing Technology in the designated channels, verified whether the company has fulfilled its information disclosure obligations in accordance with the requirements of the Articles of Association, the Listing Rules of the Science and Technology Innovation Board of the Shanghai Stock Exchange, and the relevant laws and regulations of the China Securities Regulatory Commission and the Shanghai Stock Exchange since 2024, and interviewed the company's senior management on information disclosure matters.

After verification, the sponsor believes that during the continuous supervision period, the company has truely, accurately and completely fulfilled its information disclosure obligations, and there are no false records, misleading statements or major omissions in information disclosure.

(3) Independence and capital transactions with the largest shareholder and other related parties

The on-site inspectors inspected the company's main business premises, checked the company's shareholder register, the list of key management personnel, the establishment and operation of the organization, and the relevant agreements of related party transactions, and verified the company's capital transactions with the largest shareholder and other related parties.

After verification, the sponsor believes that during the period of continuous supervision, the company has maintained its independence in terms of assets, personnel, finance, institutions, and business, and there is no illegal occupation of the company's funds by related parties.

(4) The use of raised funds

The on-site inspectors checked the tripartite/quadripartite regulatory agreement and bank statements of the raised funds, reviewed the meeting minutes and announcements related to the use of the raised funds, and conducted interviews and communication with the company's senior management on the use of the raised funds.

After verification, the sponsor believes that during the continuous supervision period, the company has implemented the management and use system of raised funds well, and the raised funds are deposited in the special account for raised funds, and has signed a tripartite/quadripartite supervision agreement on raised funds with the sponsor institution and the bank depositing the raised funds. The company's raised funds are not occupied by related parties, entrusted with financial management in violation of regulations, etc., there is no unauthorized change of the use of raised funds without performing the review procedures, and there is no other violation of the relevant regulations on the management and use of raised funds. During the period of continuous supervision, the deposit and use of the company's raised funds complied with the relevant provisions of 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.

(5) Related party transactions, external guarantees, and major foreign investments

The on-site inspectors reviewed the provisions of the company's articles of association and relevant internal systems on related party transactions, external guarantees, major foreign investments, etc., and consulted the resolutions and information disclosure documents of the board of directors, the board of supervisors, and the general meeting of shareholders, and verified the company's external guarantees, related party transactions, and foreign investments.

After verification, the sponsor believes that the company has standardized the decision-making authority and decision-making mechanism for related party transactions, external guarantees and foreign investments, and that during the continuous supervision period, the company has no illegal related party transactions, external guarantees and major foreign investments.

(6) Business conditions

The on-site inspectors inspected the company's main production and operation sites, interviewed and communicated with relevant senior management personnel on the company's operating conditions, and consulted the company's financial statements and other financial information to understand the company's operating performance and

Business development, and understand the recent changes in the industry and market to which the company's main business belongs.

After verification, the sponsor believes that since the company's listing, there have been no major adverse changes in its business model and business structure, and its operating conditions are good.

(7) Other matters that the sponsor believes should be inspected on site

Not.

3. Matters and suggestions for the attention of listed companies

It is recommended that the company continue to strictly follow the requirements of laws and regulations such as the Company Law, the Securities Law, and the Listing Rules of the Science and Technology Innovation Board of the Shanghai Stock Exchange, continuously improve the governance structure of listed companies, and fulfill information disclosure obligations in a timely manner. The company shall continue to reasonably arrange the use of raised funds, promote the construction and implementation of fundraising projects in an orderly manner, and ensure the completion of fundraising and investment projects.

4. Whether there are any matters that should be reported to the CSRC and the Exchange under the Sponsorship Measures and the relevant rules of the Exchange

Not.

5. Cooperation of listed companies and other intermediaries

During the on-site inspection, the company gave active cooperation and provided necessary support for the on-site inspection.

6. The conclusion of this on-site inspection

After on-site inspection, the sponsor believes that: in 2024, the corporate governance is standardized, a relatively complete internal control system has been established and effectively implemented; The implementation of the company's information disclosure is good; The company has maintained independence in terms of assets, personnel, finance, institutions, business, etc., and there is no illegal occupation of the company's funds by related parties; The company strictly abides by the management and use system of raised funds, and there is no illegal use of raised funds; The company does not have illegal related party transactions, external guarantees and major foreign investments; The company's business model and business structure have not undergone major adverse changes, and the operating conditions are good.

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