Securities code: Rockontrol Technology Group Co.Ltd(688051) securities abbreviation: Rockontrol Technology Group Co.Ltd(688051) Announcement No.: 2022017 Rockontrol Technology Group Co.Ltd(688051)
Announcement on the resignation of core technicians
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important tips:
● Rockontrol Technology Group Co.Ltd(688051) (hereinafter referred to as ” Rockontrol Technology Group Co.Ltd(688051) ” or “the company”) Mr. Liao Qiang, the core technical personnel and technical director of Rockontrol Technology Group Co.Ltd(688051) “resigned from his post recently for personal reasons. Now he has gone through the resignation procedures and officially resigned. After the termination of the labor contract, Mr. Liao Qiang will no longer hold any position in the company.
● Mr. Liao Qiang has signed a confidentiality and competition agreement with the company. During his tenure, the patents applied for as one of the inventors are job achievements, and the ownership of these patents belongs to the company. There is no dispute or potential dispute involving the patent ownership of job invention, and each technology achievement is supported by its specific core R & D personnel. Therefore, there is no situation affecting the integrity of the patent ownership of the company.
● after Mr. Liao Qiang left office, the R & D work that Mr. Liao Qiang was originally engaged in was undertaken by the company’s R & D team, and the company’s production operation and technology R & D work were carried out normally. In the past, Mr. Liao Qiang participated in R & D projects mainly in guidance and management. In these R & D projects, new R & D leaders in their respective fields manage and promote R & D projects; Mr. Liao Qiang’s project has been closed or the acceptance work under way has been completed, and the closing work has been followed up by the main core participants of the corresponding project. In conclusion, Mr. Liao Qiang’s resignation will not have a substantial impact on the company’s core competitiveness and sustainable operation ability.
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 due to personal reasons. Now he has gone through the resignation procedures and officially resigned. After the termination of the labor contract, Mr. Liao Qiang will no longer hold any position in the company. During his tenure in the company, Mr. Liao Qiang was scrupulous and diligent. The company and the board of directors expressed heartfelt thanks to Mr. Liao Qiang for his contribution to the development of the company!
(I) details of core technicians
Liao Qiang, male, born in March 1987, Chinese nationality, without overseas permanent residency, bachelor degree in software engineering of Xi’an Jiaotong University. Since August 2018, he has served as the company’s technical director. 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, Gongqingcheng Huayun and the company on April 9, 2019, Liao Qiang’s service period is promised to be five years from the date of signing the agreement. Liao Qiang voluntarily resigns within the promised service period, which belongs to the situation of more than three years but less than four years. Liao Qiang needs to transfer 75% of the target share (hereinafter referred to as “the share to be transferred”) according to the agreement, 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:
“Party B shall abide by its commitment that the shares transferred each year shall not exceed 25% of the total number of shares held by the company before the IPO within 4 years from the date of expiration of the sales restriction”, 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
From March 21, 2026 to June 20, 2026, it has been disposed of in 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). “
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. (II) R & D projects and patents 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.
(III) 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.
As of the disclosure date of this announcement, the company has not found that Mr. Liao Qiang went to work at a competitor after his resignation or other violations of the confidentiality agreement or confidentiality terms.
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 of the sponsor
Upon verification, the company’s sponsor Everbright Securities Company Limited(601788) believes that:
1. Mr. Liao Qiang has handled the handover of relevant work with the company. His resignation will not cause disputes or potential disputes related to the R & D property rights of the original project. 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.
It is hereby announced.
Rockontrol Technology Group Co.Ltd(688051) board of directors April 30, 2022
