Securities code: 300157 securities abbreviation: Landocean Energy Services Co.Ltd(300157) No.: 2022-015 Landocean Energy Services Co.Ltd(300157)
Announcement on the resolution of the third meeting of the Fifth Board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Landocean Energy Services Co.Ltd(300157) (hereinafter referred to as “the company”) received the letter on more than one third of the directors proposing to convene an interim meeting of the board of directors on January 29, 2022, proposing to convene an interim meeting of the board of directors. The notice of the third meeting of the Fifth Board of directors of the company was sent by fax, e-mail or other oral means on February 4, 2022 and held in the conference room on the 5th floor of building 4, yard 3, fengxiu Middle Road, Haidian District, Beijing on February 8, 2022. There are 12 directors who should attend the meeting and 12 actually attended the meeting. The board of supervisors and some senior managers of the company attended the meeting as nonvoting delegates. The meeting was presided over by the chairman, Ms. sun Yuqin. The convening and voting procedures of this meeting comply with the relevant provisions of the company law of the people’s Republic of China, the articles of association of Landocean Energy Services Co.Ltd(300157) and the rules of procedure of Landocean Energy Services Co.Ltd(300157) board of directors.
The following proposals were considered at this meeting:
1、 The proposal on removing Ms. sun Yuqin from the post of chairman of the 5th board of directors of the company was deliberated and not adopted at the meeting with 5 affirmative votes, 7 negative votes and 0 abstention
At present, the company’s operation is difficult. In the process of promoting debt resolution, sun Yuqin, as the chairman, director and general manager, lacks understanding of the company’s situation and development strategy, which makes the company’s work progress slow, damages the interests of the company and shareholders, and hinders the development of the company in a critical period.
In order to promote the normal operation and development of the company and further enhance the cohesion of the company, the board of directors is requested to remove Ms. sun Yuqin from the post of chairman of the Fifth Board of directors upon the proposal of more than one-third of the directors of the company.
After deliberation, the board of directors did not consider and adopt this proposal.
Director Sun Yuqin objected on the ground that there was no factual basis for his dismissal. He himself worked hard and diligently, and has been making unremitting efforts for the operation and debt resolution of the company.
Director Wang Pu objected on the grounds that it was not serious to dismiss the chairman of the new board of directors who had just been established for more than a month during the disclosure of the Landocean Energy Services Co.Ltd(300157) annual report. When the new shareholders are ready to help Hengtai solve its difficulties, they should first smoothly complete the annual report, and then discuss the debt resolution plan together, so as to protect the interests of minority shareholders. Director Guo Rong objected on the grounds that he hoped the company’s management could put aside differences during the current critical period of the company’s difficulty relief and second entrepreneurship.
Director Liu Qingfeng objected because the development of the company is in a critical period of connecting the past and the future. It is too hasty to dismiss the chairman and general manager who have just been elected for more than one month. When the shareholders work together to help the company solve its difficulties, they should first smoothly complete the annual report and discuss the debt resolution plan at the same time, so as to protect the interests of all shareholders. Oppose the recall of the chairman and general manager.
Director Zhang Houji objected on the grounds that it is not suitable to be removed because it is in a critical period of the annual report.
Li Xian asked the director to express his opposition on the grounds that it is not suitable to be removed because it is in a critical period of the annual report.
Director Li Wanjun objected on the grounds that it is not suitable to be removed because it is in a critical period of the annual report.
2、 The proposal on electing Ms. Wang lifeI as the chairman of the 5th board of directors of the company was not adopted at the meeting with 5 affirmative votes, 7 negative votes and 0 abstention
In order to accelerate the resolution of the company’s current debt crisis, ensure the normal production and operation of the company and its subsidiaries, and considering the long-term development strategy of the company, according to Article 111 of the articles of association, and upon the proposal of more than one-third of the directors of the company, it is proposed to elect Ms. Wang lifeI as the chairman of the Fifth Board of directors, whose term of office expires on the date of expiration of the Fifth Board of directors of the company. The premise for this proposal to take effect is that once the proposal is considered and adopted by more than half of all directors, and this proposal is adopted by more than half of all directors.
In view of the fact that the first motion was not passed and the motion was not passed by half, the motion was not considered and passed.
The seven directors who objected were the same as proposal 1, and the objection reason was that proposal 1 was not passed.
3、 The proposal on removing Ms. sun Yuqin from the post of general manager of the company was deliberated and not adopted by 5 votes in favor, 7 votes against and 0 abstention
At present, the company’s operation is difficult. In the process of promoting debt resolution, sun Yuqin, as the chairman, director and general manager, lacks understanding of the company’s situation and development strategy, which makes the company’s work progress slow, damages the interests of the company and shareholders, and hinders the development of the company in a critical period.
In order to promote the normal operation and development of the company and further enhance the cohesion of the company, the board of directors is requested to remove Ms. sun Yuqin from the post of general manager upon the proposal of more than one-third of the directors of the company.
After deliberation, the board of directors did not consider and adopt this proposal.
The seven directors who objected and the reasons for objection are the same as those in proposal 1.
4、 The proposal on removing Ms. sun Yuqin from the post of director was deliberated and not adopted at the meeting with 5 affirmative votes, 7 negative votes and 0 abstention
At present, the company’s operation is difficult. In the process of promoting debt resolution, sun Yuqin, as the chairman, director and general manager, lacks understanding of the company’s situation and development strategy, which makes the company’s work progress slow, damages the interests of the company and shareholders, and hinders the development of the company in a critical period.
In order to promote the normal operation and development of the company and further enhance the cohesion of the company, upon the proposal of more than one-third of the directors of the company, the board of directors was requested to convene an extraordinary general meeting of shareholders and remove Ms. sun Yuqin from the post of director of the Fifth Board of directors. After deliberation, the board of directors did not consider and adopt this proposal.
The seven directors who objected and the reasons for objection are the same as those in proposal 1.
5、 The proposal on convening the first extraordinary general meeting of shareholders in 2022 was not adopted at the meeting with 5 affirmative votes, 7 negative votes and 0 abstention
The board of directors did not consider and approve that the company held the first extraordinary general meeting of shareholders in 2022 on March 2, 2022. The seven directors who objected were the same as proposal 1. The reason for objection was that proposal 4 was not considered and approved by the board of directors, and there was no need to convene a general meeting of shareholders.
It is hereby announced.
Landocean Energy Services Co.Ltd(300157) board of directors February 9, 2022
