DOBOT (02432) clarification: Mr. Song is not a founding shareholder or co-founder, emphasizing the clarity of equity and stability of control rights unaffected.
Yuejiang (02432) issued an announcement, stating that the company has noticed the continued spread of false statements regarding Song's ownership of shares in Shenzhen Yuejiang Consultation Partnership Enterprise (Limited Partnership) ("Yuejiang Partnership") on its stock platform with employees, which has attracted attention from various sectors of the market towards the company.
DOBOT (02432) Announcement
DOBOT (02432) has issued an announcement, stating that the company has noticed the continuous spread of false statements regarding Song's ownership of the property shares of the Shenzhen DOBOT Consulting Partnership Enterprise (Limited Partnership), hereinafter referred to as "DOBOT Partnership," with a company employee. This has attracted attention from various sectors in the market.
1. Clarification of relevant false information
1. Song is not a founding shareholder or co-founder of the company: The company was founded by Liu Peichao, Lang Xulin, Wu Zhiwen, Zhao Xiaodong, Xu Baoteng, and Chen Qingliang in July 2015; Song joined the company in October 2017 and is not a founding shareholder or co-founder of the company.
2. Song acquired the property shares of DOBOT Partnership through assignment, indirectly holding company shares from the employee share incentive plan: In the early days of the company, to attract talent, the company signed equity granting agreements with Song and several other early employees, stipulating that the source of the equity grant was "increased registered capital or company share incentive plan, etc." In 2018, the company implemented its first employee share incentive, holding a shareholder meeting to approve the incentive plan, specifying the grant of incentives to 13 early employees including Song. In May 2019, Song and other incentive recipients signed a transfer agreement and partnership agreement of the property shares of DOBOT Partnership with the actual controller Liu Peichao. Song thus acquired the corresponding property shares of DOBOT Partnership through assignment, completing the necessary business registration procedures in May 2019. Therefore, Song acquired the property shares of DOBOT Partnership through assignment of Liu Peichao's shares, and the indirect ownership of company shares came from the company's share incentive plan.
3. According to the employee share incentive plan, after Song's departure, the company's actual controller or designated third party has the right to repurchase his held incentive shares: In March 2021, Song resigned. According to the provisions of the employee share incentive plan, from the day of Song's departure, the company's actual controller or designated third party has the right to repurchase the property shares of DOBOT Partnership held in Song's name according to the plan.
4. The transfer of DOBOT Partnership's ownership of company shares and adjustment of internal property share ratios are legal and compliant: In December 2022, the company plans to implement a new round of equity incentives. Due to: 1) the actual controller reserved some company shares in DOBOT Partnership for future equity incentives; 2) this round of equity incentive targets exceeded 50 people, making it impossible to complete ownership through a single DOBOT Partnership platform. In December 2022, the company held a shareholder meeting and agreed to transfer a portion of the company's shares to a newly established employee share incentive platform through DOBOT Partnership. Following the principle of temporarily setting aside differences, the company sent Song an explanatory letter regarding the change in DOBOT Partnership in January 2023 (not Song's drafted "DOBOT Partnership Change Commitment Letter"), detailing the adjustment plan and explicitly stating in the letter: "This email and subsequent business changes do not represent any dispute over the property shares registered in your name and the company shares indirectly held." The explanatory letter regarding the change in DOBOT Partnership is a communication document to assist in completing the necessary changes in the business registration process for this adjustment, rather than a document confirming Song's held property shares. The company has communicated multiple times with Song for the completion of the aforementioned adjustment procedures, but Song has not cooperated.
II. Judicial case and disclosure of information
In November 2023, the company filed a lawsuit with the Nanshan District People's Court in Shenzhen to confirm the invalidation of Song's employee share incentive since his departure and to order him to transfer the corresponding incentive shares to Liu Peichao. The case was ultimately dismissed by the Guangdong Higher People's Court on the grounds that the relevant dispute fell within the jurisdiction of arbitration, ending the civil litigation process.
As of the signing date of the A-share prospectus, there are no pending litigation or arbitration related to Song involving the company, DOBOT Partnership, or actual controller Liu Peichao.
DOBOT Partnership has completed all necessary procedures for each business change, and the partners and property shares registered in the business registration are clear and precise, with no issues of capital defects, proxy holding, or unconfirmed shares. The information disclosed in the Hong Kong and A-share prospectus is true, accurate, and complete.
III. Verification by intermediary agencies
Regarding the matter involving Song, the company's A-share listing sponsor and lawyers have performed necessary verifications and confirmed that the ownership of company shares is clear and there are no significant ownership disputes that could lead to a change in control, in compliance with the relevant provisions of the "Regulations on the Administration of Initial Public Offering of Stocks." The A-share prospectus does not contain any concealment, false or misleading statements, or significant omissions.
The company has always adhered to the principle of resolving the matter involving Song according to the law. However, in the more than five years since Song left, he has not resolved the matter through legal proceedings, but instead has chosen critical moments of the company's Hong Kong and A-share listing to make reports and attempt to interfere with the company's listing process.
The mentioned matter involving Song is an internal dispute of the company's employee shareholding platform, which does not affect the clarity of the company's ownership or the stability of controlling rights. It will not have a significant adverse impact on the company's production and operation, business development, and financial condition. Shareholders and potential investors should not rely on any market rumors related to the group and should only refer to the company's official announcements for any information regarding the group. Shareholders and potential investors should make rational judgments and prudent decisions.
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