DOBOT (ASX: 02432) has released an announcement addressing recent market concerns.
The company noted the ongoing dissemination of false statements by an individual named Song regarding his property shareholding in the employee shareholding platform, Shenzhen DOBOT Consulting Partnership (Limited Partnership) (referred to as "DOBOT Partnership").
Clarification of Inaccurate Information
Firstly, Song is not a founding shareholder or co-founder of the company. DOBOT was established in July 2015 by Liu Peichao, Lang Xulin, Wu Zhiwen, Zhao Xiaodong, Xu Baoteng, and Chen Qingliang. Song joined the company in October 2017.
Secondly, Song obtained his property share in DOBOT Partnership through a transfer, with the indirect company equity originating from an employee equity incentive plan. In the early startup phase to attract talent, the company entered into equity grant agreements with Song and other early employees. In 2018, the company implemented its first employee equity incentive plan, approving grants for 13 early employees including Song. In May 2019, Song and other incentive recipients signed corresponding property share transfer and partnership agreements for DOBOT Partnership with the controlling shareholder, Liu Peichao. Song completed the relevant industrial and commercial registration changes that same month. Therefore, his indirect shareholding was acquired through the company's incentive plan.
Thirdly, according to the employee equity incentive plan, the company's actual controller or a designated third party has the right to repurchase the incentive shares held by Song after his departure. Song left the company in March 2021, triggering this repurchase right.
Fourthly, the transfer of company equity by DOBOT Partnership and the adjustment of internal property share ratios were lawful and compliant. In December 2022, to facilitate a new round of equity incentives for over 50 participants, a shareholder resolution approved the transfer of some company shares from DOBOT Partnership to a newly established incentive platform. In January 2023, the company emailed Song a "Explanatory Letter on DOBOT Partnership Changes" outlining the adjustment plan, explicitly stating that the communication and subsequent registration changes did not signify no dispute over his registered property share. This was a procedural communication document, not a document confirming his share rights. The company attempted subsequent communications to complete the adjustment procedures, which Song did not cooperate with.
Legal Proceedings and Disclosure Status
In November 2023, the company filed a lawsuit with the Shenzhen Nanshan District People's Court, requesting confirmation that Song's employee incentive rights became invalid upon his departure and an order for him to transfer the corresponding shares to Liu Peichao. The Guangdong Provincial High People's Court ultimately dismissed the lawsuit on grounds that the dispute fell under arbitration jurisdiction, concluding this civil litigation. As of the signing date of the A-share prospectus, there were no pending lawsuits or arbitrations related to Song involving the company, DOBOT Partnership, or controlling shareholder Liu Peichao. All historical industrial and commercial changes for DOBOT Partnership have undergone necessary procedures, with registered partners and property shares being clear and unambiguous, free from issues like capital contribution defects, nominee holdings, or unconfirmed shares. The company's information disclosure in its Hong Kong and A-share prospectuses is truthful, accurate, and complete.
Verification by Intermediaries
Regarding the Song matter, the company's A-share listing sponsor and legal counsel, after conducting necessary verification procedures, concluded that the company's share ownership is clear. They found no major ownership disputes that could lead to a change in control, complying with relevant regulations for initial public offerings. They also confirmed no concealment, false records, misleading statements, or major omissions in the prospectus.
The company has consistently adhered to the principle of resolving the Song matter according to law. However, for over five years since his departure, Song has not sought resolution through judicial channels. Instead, he has repeatedly chosen critical junctures of the company's Hong Kong and A-share listing processes to initiate complaints in an attempt to interfere with the listing progress. The aforementioned Song matter is an internal dispute within the employee shareholding platform, DOBOT Partnership. It does not affect the clarity of the company's equity structure or the stability of its control rights. It is not expected to have any material adverse impact on the company's production, operations, business development, or financial condition. Shareholders and potential investors are advised not to rely on any market rumors concerning the group. Any information about the group should be sourced solely from the company's official announcements. Shareholders and potential investors are urged to make rational judgments and prudent decisions.
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