UTime Ltd

NOTE: Certain identified information has been excluded from this exhibit and replaced with "[***]" because it is both (i) not material and (ii) the type of information the Company treats as private or confidential.

SPECIAL STRATEGIC ADVISORY SERVICES AGREEMENT

甲方地址 / Address 7th Floor, Tower 5A, Shenzhen Software Industry Base, Nanshan District, Shenzhen, China

Party A is duly incorporated and validly existing under the laws of the Cayman Islands, and its ordinary shares are listed on the Nasdaq Capital Market under the ticker symbol FXH0.

Party B has relevant experience in corporate strategy, mergers and acquisitions. Party A wishes to retain Party B for strategic advisory services on specific projects, and Party B accepts such engagement.

第二条 聘任性质与权限 / Article 2 Engagement Status and Authority

Party B shall act solely as an independent advisor and not as an employee, partner, agent, director, officer or legal representative of Party A. Unless separately authorized in writing, Party B may not bind Party A, execute documents, dispose of assets, hire personnel or incur liabilities on Party A's behalf.

Party B controls the manner and timing of the services and is responsible for taxes, insurance and social-security obligations legally applicable to Party B. Party A may request service records, descriptions of deliverables and compliance evidence without creating an employment relationship.

第三条 专项服务范围与成果 / Article 3 Specific Services and Deliverables

3.1 Specific Services: Party B shall provide strategic advisory services on the following specific matters designated by Party A (the "Specific Services"):

(a) Provide full-process strategic analysis, solution design, and implementation support for Party A's proposed M&A projects in APEC area;

(b) Provide advisory support on strategy, synergy analysis, communication and deal execution, and regulatory responses related to the above specific business;

(c) Perform other reasonable and lawful advisory tasks related to the Specific Services as requested by the CEO or Board.

Party B does not guarantee any financing, transaction, listing status, share price, market capitalization or other specific business result. All material decisions and implementation remain the responsibility of Party A's duly authorized bodies.

In providing the Specific Services, Party B shall comply with Party A's reasonable project management procedures and reporting requirements.

The term is three years, commencing August 15, 2026 and ending August 15, 2029, unless earlier terminated under this Agreement.

Any renewal requires a separate written agreement signed before expiration. This Agreement does not renew automatically.

第五条 顾问报酬与支付方式 / Article 5 Compensation and Payment Method

As full consideration for Party B's provision of the Specific Services under this Agreement, Party A shall issue and deliver 600,000 (six hundred thousand) ordinary shares of Party A (the "Share Consideration") to Party B (or its designated affiliate). Such Share Consideration shall be issued and delivered within sixty (60) business days after the effective date of this Agreement.

The issuance and delivery of the Share Consideration shall comply with all applicable laws and regulations, Nasdaq listing rules, and the terms of Party A's existing shareholder rights plan (if applicable). Party A shall take all reasonable and necessary steps to ensure such shares can be legally issued and delivered.

Reasonable and necessary travel and business expenses require Party A's prior written approval and compliant receipts submitted within 30 days after incurrence. Party A shall reimburse approved expenses within 15 business days after receiving complete documentation.

第六条 工作安排、汇报与利益冲突 / Article 6 Work Arrangement, Reporting and Conflicts

Party B may provide services remotely but shall attend material virtual or in-person meetings related to the services upon reasonable advance notice. Travel is subject to Party A's reasonable travel and safety policies.

Party B reports directly to Party A's CEO and may respond to Board inquiries on material matters. Party B's advice does not constitute a resolution of the Board or management.

This Agreement is non-exclusive. Party B shall promptly disclose actual or potential conflicts in writing and may not use Party A's Confidential Information for any third party. If a conflict cannot be reasonably mitigated, Party A may require Party B to cease the conflicting activity or service.

第七条 保密、 内幕信息与资料返还 / Article 7 Confidentiality, MNPI and Return of Materials

'Confidential Information' means non-public information of Party A or its affiliates obtained through this Agreement, including business plans, financial data, customer and supplier information, technology, transaction targets, transaction terms and strategy. It excludes information Party B can document was lawfully known, became public without Party B's breach, was lawfully obtained from a third party without confidentiality duty, or was independently developed.

Party B may use Confidential Information only to perform this Agreement and may disclose it only to professional advisers with a need to know who are bound by protections no less stringent than these terms. If disclosure is legally compelled, Party B shall, to the extent permitted, promptly notify Party A and reasonably assist with protective measures.

Party B may receive material non-public information regarding Party A or other issuers. Party B may not trade, tip or recommend trading on that information and shall comply with Party A's lawful insider-trading and information-barrier policies applicable to Party B.

Upon termination or request, Party B shall return or securely destroy Party A materials, except one archival copy required by law or compliance. Trade secrets remain protected as long as legally qualifying; other confidentiality duties survive for five years from disclosure.

第八条 知识产权与工作成果 / Article 8 Intellectual Property and Work Product

Tools, templates, methods, know-how and materials owned or independently developed by Party B outside this Agreement ('Background Materials') remain Party B's property.

Upon full payment of the applicable fees, reports, analyses and materials specifically created and delivered for Party A, excluding Background Materials, are owned by Party A. To the extent deliverables include Background Materials, Party B grants Party A a perpetual, worldwide, royalty-free, sublicensable license for Party A's internal operations and reasonable commercial use.

第九条 限制性约定 / Article 9 Restrictive Covenants

During the term, Party B may not provide substantially identical services to a direct competitor of Party A where doing so creates a conflict that cannot be reasonably mitigated. For clarity, this clause does not prohibit lawful professional activity after termination, subject to Article 7 and Section 9.2.

During the term and for 12 months thereafter, Party B may not directly target for solicitation any Party A officer or key employee with whom Party B had material contact through the services. General advertisements, non-targeted recruiter outreach and unsolicited employee approaches do not violate this section.

第十条 陈述、合规与记录 / Article 10 Representations, Compliance and Records

Each party represents that it has authority to execute and perform this Agreement and that doing so does not violate any material obligation to a third party. Party B shall perform professionally, diligently and in good faith.

The parties shall comply with applicable anti-bribery, anti-money-laundering, sanctions, data-protection and securities laws. Party B may not offer improper benefits to any government official, business partner or other person and shall retain reasonable records relating to the services and expenses.

第十一条 终止及终止后安排 / Article 11 Termination and Post-Termination Matters