China Merchants Securities Co.Ltd(600999)
About Hangzhou Raycloud Technology Co.Ltd(688365)
Verification opinions on the resignation of core technicians
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as " China Merchants Securities Co.Ltd(600999) " and "continuous supervision organization") as the continuous supervision organization of Hangzhou Raycloud Technology Co.Ltd(688365) (hereinafter referred to as " Hangzhou Raycloud Technology Co.Ltd(688365) " and "company") for initial public offering and listing on the science and innovation board, in accordance with the law on the registration and administration of initial public offering of shares on the science and Innovation Board (for Trial Implementation) and the measures for the administration of securities issuance and listing recommendation business According to the requirements of relevant laws, regulations and normative documents such as the Listing Rules of Shanghai Stock Exchange on the science and innovation board, special verification has been conducted on the resignation of Hangzhou Raycloud Technology Co.Ltd(688365) core technicians. The details are as follows: I. the details of Mr. Zhou Jie's resignation
Mr. Zhou Jie, the company's core technician, recently applied for resignation from relevant positions and completed relevant resignation procedures due to personal career development.
Mr. Zhou Jie worked in the company in April 2014 as a senior manager and one of the core technicians of the company. Served as the technical director of Zhang Jia Jie Tourism Group Co.Ltd(000430) Yuanmei Design Co., Ltd. from 2008 to 2010; From 2010 to 2014, he served as senior R & D Engineer of Cisco Systems (China) Network Technology Co., Ltd. According to Mr. Zhou Jie's labor contract and confidentiality and competition agreement, Mr. Zhou Jie agrees to keep any confidential information about the company disclosed to him by the company as strictly confidential as possible, and agrees not to disclose any confidential information directly or indirectly to anyone inside or outside the company in any way without the prior written consent of the company, Or use any confidential information for any purpose other than competing with the company or performing its duties to the company.
As of the signing date of this verification opinion, Mr. Zhou Jie indirectly holds 265045 shares of the company through Hangzhou Huacai enterprise service partnership (limited partnership), an employee stock ownership platform, accounting for 0.0661% of the total shares of the company. In addition, Mr. Zhou Jie holds 20000 class II restricted shares in 2021 that have not yet been exercised. According to the relevant provisions of the company's 2021 restricted stock incentive plan (Draft), the restricted shares granted to Mr. Zhou Jie will not be vested, invalid and invalid. Mr. Zhou Jie will continue to abide by the provisions of relevant laws and regulations such as the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange and the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of companies listed on Shanghai Stock Exchange, as well as the relevant commitments made by the company during the initial public offering of shares. 2、 The impact of core technical staff turnover on the company
(I) participation of core technicians
As a senior manager of the company, Mr. Zhou Jie mainly participated in the research and development of marketing tools and apaas business framework. Mr. Zhou Jie has handed over his work to other R & D colleagues before leaving, and his resignation will not affect the promotion and implementation of research projects and core technologies.
Mr. Zhou Jie has signed confidentiality and competition agreement, and there is no dispute or potential dispute involving service invention. Mr. Zhou Jie's resignation will not affect the integrity of the company's patent right and will not have a significant adverse impact on the company's business development and technological innovation.
(II) core R & D personnel of the company
In the process of R & D and innovation for many years, the company has formed a R & D team with core technicians as the R & D leader, and has a talent base for continuous innovation. By the end of 2021, there were 6 core technicians and 5 core technicians as of the signing date of this verification opinion. Specific personnel are as follows:
Name of annual core technical personnel
By the end of 2019, Wang Yi, Luo Junfeng, Gu Feilong, Zhou Jie, Peng Shi, Wang Zhen and Gu Yan
By the end of 2020, Wang Yi, Luo Junfeng, Gu Feilong, Zhou Jie, Peng Shi, Wang Zhen and Gu Yan
At the end of 2021, Wang Yi, Luo Junfeng, Gu Feilong, Zhou Jie, Peng Shi and Gu Yan
As of the signing date of this verification opinion, Wang Yi, Luo Junfeng, Gu Feilong, Peng Shi and Gu Yan
(III) continuous R & D capability
Since the listing of Kechuang board, except for the resignation of Mr. Wang Zhen and Mr. Zhou Jie, there has been no resignation of other core technicians of the company. At present, the company's technology R & D and daily operation are carried out normally. The company's R & D team has a complete structure and sufficient reserve personnel. The existing R & D team and core technicians can support the continuous R & D of the company's core technology in the future. Mr. Zhou Jie has completed the work handover, and his resignation will not have a material impact on the company's technology research and development, core competitiveness and sustainable operation ability. 3、 Measures taken by the company
Mr. Zhou Jie has completed the work handover with the R & D team. The company's R & D team has a complete structure and sufficient reserve personnel. The existing R & D team and core technicians can support the continuous R & D of the company's core technology in the future. In the future, the company will further increase the introduction and training of professional and technical personnel, optimize the assessment and reward mechanism for R & D personnel, and continuously improve the company's technological innovation ability. 4、 Verification opinions of continuous supervision organization
After verification, the continuous supervision organization believes that:
1. The company's R & D team and core technicians are relatively stable on the whole. The turnover of Mr. Zhou Jie's R & D and technology will not have a significant impact on the company's core competitiveness;
2. Mr. Zhou Jie has signed relevant labor contracts and confidentiality agreements. Mr. Zhou Jie's resignation will not have a significant adverse impact on the company's business development and technological innovation.
China Merchants Securities Co.Ltd(600999) sponsor representatives: Xu Dexue, Xu Chen February 15, 2022
