Everbright Securities Company Limited(601788)
About Rockontrol Technology Group Co.Ltd(688051)
Verification opinions on the resignation of core technicians
Everbright Securities Company Limited(601788) (hereinafter referred to as ” Everbright Securities Company Limited(601788) ” or “sponsor”) as the sponsor of Rockontrol Technology Group Co.Ltd(688051) (hereinafter referred to as ” Rockontrol Technology Group Co.Ltd(688051) ” or “company”) for the initial public offering of shares and listing on the science and innovation board, in accordance with the administrative measures for securities issuance and listing sponsor business and the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange The measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation) and other relevant provisions performed continuous supervision duties, and carefully verified the resignation of Rockontrol Technology Group Co.Ltd(688051) core technicians. The verification results are as follows:
1、 Details of core technical personnel leaving
Mr. Liao Qiang, the company’s core technician and technical director, recently applied to the company for resignation for personal reasons. Now he has gone through the resignation procedures and officially resigned. Liao Qiang will not continue to serve in the company after his resignation, and his original R & D work will be undertaken by the company’s R & D team.
1. Details of Mr. Liao Qiang
Liao Qiang, male, born in March 1987, Chinese nationality, without overseas permanent residency, bachelor degree in software engineering from Xi’an Jiaotong University, and technical director of the company. Since August 2018, he has served as the company’s technical director and has been recognized as the company’s core technical personnel. He is mainly responsible for the R & D and management of the company’s overall technical products, the design and R & D of IOT platform and cloud chain database, and the R & D of distributed heterogeneous training system and deep learning framework in deep learning.
Mr. Liao Qiang indirectly holds shares of the company through Gongqingcheng Huayun investment management partnership (limited partnership) (hereinafter referred to as “Gongqingcheng Huayun”). Gongqingcheng Huayun holds 11.58% of the shares of the company, and Liao Qiang holds 3.41% of the contribution share of Gongqingcheng Huayun (hereinafter referred to as the “target share”). According to the agreement signed by Liao Qiang with Rockontrol Technology Group Co.Ltd(688051) chairman Li Wei, Gongqing City Huayun and the company on April 9, 2019, Liao Qiang’s service period commitment is five years from the date of signing the agreement. Liao Qiang voluntarily resigns within the committed service period, which is at least three years but less than four years. Liao Qiang needs to transfer the proportion of the subject share to be transferred according to the agreement, which is 75% (hereinafter referred to as “the share to be transferred”), The remaining 25% can be retained (hereinafter referred to as “retained share”).
In April 2022, Liao Qiang (Party B), Li Wei (Party A), Gongqingcheng Huayun (Party C) and the company (Party D) signed the agreement on continued performance of commitments and share transfer agreement. According to the agreement:
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Party B shall abide by its commitment that “within 4 years from the date of expiration of the sales restriction, the shares transferred each year shall not exceed 25% of the total number of shares held by the company before the initial public offering” and Party C shall abide by its commitment that the reduction price shall not be lower than the issue price within 2 years after the expiration of the lock-in period. After the expiration of the sales restriction, Party B shall reduce its holdings in the following order: if Party C meets the conditions for reduction, Party B may entrust Party C to reduce its retained shares in accordance with paragraph 1 of Article 6; If Party C fails to meet the conditions for reduction, Party B may choose to reduce the retained shares in paragraph 2 of Article 6 or transfer out the shares to be transferred in accordance with Article 5. Party B’s total share of the subject matter transferred / reduced every year is 25%.
Proportion of shares transferred / reduced during the period
March 21, 2023 – June 20, 202325%
25% from March 21, 2024 to June 20, 2024, 50% in total
25% from March 21, 2025 to June 20, 2025, accumulating 75%
Guaranteed share to be transferred
March 21, 2026 – June 20, 2026
Has been disposed of in full accordance with this agreement
Article 5 according to the agreement, Party B shall transfer the capital contribution share to other employees participating in the equity incentive plan or other employees meeting the conditions specified in Party D’s equity incentive management measures. The transfer consideration is the capital contribution principal corresponding to the current sale share plus interest (calculated at 10% annualized interest rate, simple interest); If other employees participating in the equity incentive plan or other employees meeting the incentive conditions of Party D are unwilling to purchase the corresponding target share of Party B, Party A agrees to purchase the target share that Party B should transfer out at the above price.
Article 6 according to the agreement, for the equity incentive share retained by Party B, one of the following measures can be taken to dispose of the property share and the corresponding Party D shares:
(1) Apply to sell Party D’s shares corresponding to the property share in the secondary market according to legal procedures. That is, after Party D’s listing, if the lock up period of Party D’s shares held by Party C has expired and can be traded in the secondary market in accordance with the corresponding rules and commitments, Party B can apply for selling party D’s shares corresponding to some of its transferable property shares. With the consent of Party C’s general partner, Party C will sell the corresponding shares, distribute the proceeds from the sale to Party B, and reduce the corresponding property share of Party B in Party C. Party A has the right to give priority to the purchase of the property shares sold by Party B or the shares of Party D at the market price.
If other partners of Party C put forward the reduction requirements at the same time, so that the number of shares that Party C plans to reduce in the current period exceeds the total number of shares that can be reduced in the current period, Party B agrees to calculate the number of shares that can be reduced in the current period with other partners with reduction plans according to the relative shareholding ratio.
(2) Under the condition of complying with the lock-in period commitment and listing rules, transfer the property share to other employees participating in the equity incentive plan or other employees who meet the conditions specified in the equity incentive management measures of the listed company at the price negotiated by themselves, but shall be reported to the general partner of Party C for the record in advance.
(3) In addition to the above measures, Party B shall not take other measures to dispose of the target share and the corresponding shares of the listed company (for example, it shall not directly transfer its target share to other unrelated third parties).
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According to the announcement of Rockontrol Technology Group Co.Ltd(688051) on granting restricted shares to the incentive object for the first time (Announcement No.: 2021027) disclosed by the company on the website of Shanghai Stock Exchange on May 29, 2021, Mr. Liao Qiang was granted 50000 restricted shares as the incentive object. According to the Rockontrol Technology Group Co.Ltd(688051) restricted stock incentive grant agreement, if the incentive object resigns, the restricted stock granted to the incentive object but not yet vested shall not be vested from the date of resignation, and shall be invalid. All the restricted shares granted to Mr. Liao Qiang have not been vested before his resignation, so the shares previously granted to Mr. Liao Qiang are invalid.
2. R & D projects and patented technologies involved
During his tenure in the company, Mr. Liao Qiang was mainly responsible for the R & D and management of the company’s overall technical products, the design and R & D of IOT platform and cloud chain database, and the R & D of distributed heterogeneous training system and deep learning framework in deep learning.
During his tenure in the company, all the rights involved in the relevant patents applied by Mr. Liao Qiang as an inventor belong to the company. There are no disputes or potential disputes involving service inventions. His resignation will not affect the integrity of the company’s patent rights. During his tenure, he participated in the application of 50 patents, of which Mr. Liao Qiang is a non single inventor of 9 patents. In addition, as a non single inventor, 41 patents are still under examination. 3. Confidentiality and non competition restrictions
According to the labor contract and the non competition and confidentiality agreement signed by the company and Mr. Liao Qiang, both parties have made clear agreements on the confidentiality content, non competition and rights and obligations. Mr. Liao Qiang is obliged to keep confidential the company’s business secrets he knows.
As of the disclosure date of this announcement, the company has not found that Mr. Liao Qiang went to work in an enterprise with competitive relationship with the company or violated the confidentiality obligation after his resignation.
2、 The impact of core technical staff turnover on the company
The company has established a relatively perfect R & D management system, and the R & D management process has passed the international CMMI 5 certification, which can ensure the standardization of the company’s R & D process. As the technical director of the company, Mr. Liao Qiang participated in the management of some specific R & D projects, but each R & D project has a specific project leader, which will not have a significant adverse impact on the project. At present, Mr. Liao Qiang’s original R & D work is undertaken by the company’s R & D team, and the company’s production operation and technology R & D work are carried out normally.
As of the disclosure date of this announcement, the changes of the company’s core technical personnel are as follows:
Names of core technicians during the period
Before this change, Li Wei, Huang Zhilong, Liao Qiang, Wang Yaohua, Wu Qiang, Feng Dexing and Hou Shaojun
After this change, Li Wei, Huang Zhilong, Wang Yaohua, Wu Qiang, Feng Dexing and Hou Shaojun
Mr. Liao Qiang’s resignation will not have a significant adverse impact on the company’s technology research and development, core competitiveness and daily operation.
3、 Measures taken by the company
At present, Mr. Liao Qiang has completed the work handover, and the company’s R & D projects are in a normal and orderly state; The company will continue to improve the construction of R & D team, strengthen the training of R & D technicians and improve the company’s R & D innovation ability.
4、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
1. Mr. Liao Qiang has handled the handover of relevant work with the company, and his resignation will not have a significant adverse impact on the R & D process of the original project.
2. The patents and other intellectual property rights that Mr. Liao Qiang participated in and applied for during his work are job achievements. The ownership of the intellectual property rights formed by these job achievements belongs to the company. There are no disputes or potential disputes related to job achievements and intellectual property rights. Mr. Liao Qiang’s resignation will not affect the integrity of the company’s patents and other intellectual property rights.
3. At present, the company’s R & D projects are in a normal and orderly state; The company’s existing R & D team and core technical personnel can support the R & D of the company’s existing core technology. Mr. Liao Qiang’s resignation will not have a significant adverse impact on the company’s technology research and development, core competitiveness and daily operation.
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(there is no text on this page, which is the signature page of Everbright Securities Company Limited(601788) verification opinions on the resignation of Rockontrol Technology Group Co.Ltd(688051) core technicians) sponsor representative:
Wang Peng, Liu Haitao
Everbright Securities Company Limited(601788) April, 2022
