Another A-share listed company staged a "full martial arts attack on the board of directors".

  On the evening of December 8, Yuebo Power (300742.SZ) announced that on the 7th, the company’s former chairman Li Zhanjiang and his spouse Li Ying convened a total of more than 50 social personnel (none of whom were employees of the company) to occupy the meeting room where the board of directors was about to be held. , trying to prevent the normal convening of the company's board of directors.

During the period, social personnel (one of whom was carrying a control device) took the lead in beating the employees of Yuebo Power, causing physical conflicts and injuring three employees.

  After Yuebo Power called the police, some social personnel fled immediately, and the rest were taken away by the police. Both Li Zhanjiang and Li Ying are in the process of cooperating with the police investigation.

  In addition, Yuebo Power also stated that 124 core employees recently issued a "Statement" and expressed their firm support for the self-rescue plan proposed by the creditors represented by He Jing to solve the company's operating difficulties.

  He Jing is the newly appointed general manager and a natural person who intends to take over the control of the listed company.

Behind the outbreak of the conflict may be the struggle for control of Yuebo Power.

Li Zhanjiang was just requested by the board of directors to dismiss him as a director and chairman on December 7. The reason is that Li Zhanjiang currently has a relatively large amount of outstanding debts due and has been listed as a dishonest executor.

  A reporter from China Business News tried several times to call the Secretary’s Office of Yuebo Power, but no one answered.

The former chairman "forcibly broke into" the board of directors

  According to the announcement, the fourteenth meeting of the third board of directors of Yuebo Power was originally scheduled to be held at 9 am on December 7 in the conference room on the 4th floor of Building 4, No. 18, Jialingjiang East Street, Jianye District, Nanjing.

At around 8:45 a.m. that day, Li Zhanjiang and Li Ying convened a total of more than 50 social personnel (none of whom were employees of the company) to occupy the meeting room where the board meeting was about to be held, trying to prevent the company's board meeting from being held normally.

  During the period, social personnel (one of whom was carrying a control device) took the lead in beating the employees of Yuebo Power, which caused physical conflicts and injured three employees of the company.

After the company called the police, some social personnel fled immediately, and the rest of the social personnel who beat people were surrounded by company employees.

After the police arrived at the scene, they took away the social personnel stranded on the scene and confiscated the controlled equipment.

Up to now, the above-mentioned social personnel, Li Zhanjiang and Li Ying are all in the process of cooperating with the police investigation.

  Li Zhanjiang was just proposed by the board of directors to dismiss the chairman and director on December 7.

After the market closed on the 7th, Yuebo Power issued 9 announcements in a row.

Among them, the fourteenth meeting of the third board of directors of the company considered and passed the removal of Li Zhanjiang as director and chairman, because Li Zhanjiang has a relatively large amount of outstanding debts due and has been listed as a dishonest executor.

As of the disclosure date of the announcement, Li Zhanjiang directly held 35,838,277 shares of the company (accounting for 25.36% of the total share capital of the listed company), and through Nanjing Yuebo Jinchi Equity Investment Fund Partnership (Limited Partnership) (hereinafter referred to as "Yuebo Jinchi") ), Nanjing Xieheng Equity Investment Fund Partnership (Limited Partnership) (hereinafter referred to as "Xieheng Investment") indirectly holds 7,509,900 shares and 1,977,000 shares of the company respectively, holding a total of 45,325,200 shares of the company, accounting for 20% of the total share capital 32.08%.

  At the same time, the board of directors decided to elect He Jing and Zhou Xueqin as directors of the company, and appointed He Jing as the general manager of the company.

The two are currently engaged in the field of new energy vehicles, and they are the chairman and general manager of Hubei Leiyu New Energy Vehicle Investment Co., Ltd. respectively.

As of the date of the latest announcement, neither He Jing nor Zhou Xueqin held shares in Yuebo Power.

  Public information shows that Li Zhanjiang, a graduate of the School of Automotive Engineering of Jilin University, a doctor of engineering, a senior engineer, a postdoctoral fellow of Beijing Institute of Technology, and an expert of the National Science and Technology Expert Database.

He used to be a teacher at Henan University of Science and Technology, an engineer in the R&D department of Precision Electronics (Shenzhen) Co., Ltd., and the general manager of Nanjing Aolian Power Transmission Technology Co., Ltd.

In April 2012, he founded Yuebo Power and served as the chairman and general manager of the company.

  At the same time, a total of 124 core employees of Yuebo Power's Nanjing headquarters jointly issued a statement saying: "As the actual controller, chairman and general manager of the company at the time, Li Zhanjiang did not propose a feasible solution, resulting in the company having no money to pay us. and buy social insurance."

  The 124 employees also said: "He Jing provided financial support to listed companies many times when the company encountered difficulties." Regarding the future of the company's development, the employees stated that the self-help plan proposed by He Jing is feasible and the only solution currently available. We provide solutions for employee-related issues, and firmly support He Jing as the actual controller of the company to solve the company's operating difficulties.

Three planned transfers of control within four months

  A reporter from China Business News noticed that since mid-August this year, Yuebo Power has planned a total of three transfers of controlling interests.

On August 17, Yuebo Power announced for the first time that Li Zhanjiang, the controlling shareholder and actual controller, planned to transfer the control of the company to He Jing. On September 20, the company terminated the transfer of control.

Three days later, Yuebo Power issued another announcement saying that Li Zhanjiang planned to transfer the control of the company to Jiyuan State-owned Assets, and announced on November 25 to terminate the aforementioned matters.

  A week before Li Zhanjiang was dismissed as chairman, Yuebo Power issued the third change of control announcement.

On November 30, Yuebo Power issued a suggestive announcement on the proposed change of control rights. The controlling shareholder and actual controller Li Zhanjiang, Yuebo Jinchi, Xieheng Investment and Hubei Rundian New Energy Vehicle Technology Co., Ltd. Rundian Technology") signed the "Cooperation Agreement" and "Voting Rights Entrustment Agreement". The voting rights of 5.742 million shares of the listed company (accounting for 4.06% of the total share capital of the listed company) are irrevocably entrusted to Rundian Technology for exercise.

  The prerequisite for the implementation of this transaction is that Li Zhanjiang transfers 67.73% of the capital contribution of Yuebo Jinchi held by him to a third party unrelated to this transaction, and signs a capital contribution transfer agreement with the unrelated third party .

The agreement also stipulates that Li Zhanjiang should resign from the chairman, general manager and director positions of Yuebo Power.

  After the entrustment of voting rights is completed, Rundian Technology will hold a total of 29.42% of the company's voting rights, and He Jing will become the actual controller of the company.

  It should be pointed out that Li Zhanjiang, Yuebo Jinchi, and Xieheng Investment are all in a high-proportion pledge state.

As of the date of the latest announcement, Li Zhanjiang, Yuebo Jinchi, and Xieheng Investment held 35,838,277 shares, 11,088,000 shares, and 5,742,000 shares of the listed company respectively.

Among them, 24,331,215 shares of Yuebo Power held by Li Zhanjiang have been judicially frozen, and 23.778 million shares have been pledged; 6 million shares held by Yuebo Jinchi have been judicially frozen, and 10.62 million shares have been pledged; All shares are pledged.

  The change of control announcement has drawn regulatory attention.

The Shenzhen Stock Exchange issued a letter of concern on the 1st, pointing out that after the termination of Yuebo Power’s previous planned transfer of control rights, the reasons why He Jing intends to obtain the company’s control rights again and whether there is a plan to further consolidate control rights.

At present, Yuebo Power has not responded to the letter of concern.

  It is also worth noting that Yuebo Power and its three subsidiaries signed the "Accounts Receivable Transfer Agreement" with Li Zhanjiang, and the two parties agreed to offset the listed company's liabilities to Li Zhanjiang with the consideration for the transfer of accounts receivable that Li Zhanjiang should pay .

  Specifically, Li Zhanjiang agreed to transfer the receivables between Yuebo Power and its subsidiaries Nanjing Yuebo Electric Drive System Co., Ltd., Chongqing Yuebo Transmission System Co., Ltd., and Guangdong Fubo Electromechanical Equipment Co., Ltd. before December 31, 2022. Accounts.

The total original book value of accounts receivable is 112 million yuan (net book value of 61.987 million yuan as of December 31, 2021), and the original book value is the consideration for this transaction.

  The Shenzhen Stock Exchange once issued a letter of concern regarding the above two transfers of control rights, requiring Yuebo Power to explain the reasons and rationale for Li Zhanjiang’s two unsuccessful plans to change control rights in a short period of time, and asked the company to explain why Li Zhanjiang was willing to accept the transfer at the original book value. Let the aforementioned accounts receivable; when and how these accounts receivable were formed.

Up to now, Yuebo Power has not responded.

  Judging from the financial situation of Yuebo Power, if Li Zhanjiang "eats" the accounts receivable of listed companies, it may be able to "help" the company avoid the risk of delisting.

  The financial report shows that as of the end of the third quarter of 2022, Yuebo Power's net assets were 12.4 million yuan, and the net profit loss in the first three quarters was 116 million yuan.

  The Shenzhen Stock Exchange also pointed out that through the accounting treatment of the transfer of accounts receivable, Li Zhanjiang has used the disposal of accounts receivable to avoid the delisting risk warning of negative net assets.

  As of the close on December 8, Yuebo Power’s stock price closed at 11.97 yuan, with a total market value of 1.691 billion yuan, a cumulative decline of 38.24% during the year, significantly underperforming the market.