Securities code: 300157 securities abbreviation: Landocean Energy Services Co.Ltd(300157) No.: 2022-021 Landocean Energy Services Co.Ltd(300157)
Announcement on the reply to the letter of concern of Shenzhen Stock Exchange
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 attention letter on Landocean Energy Services Co.Ltd(300157) issued by the management department of gem company of Shenzhen Stock Exchange on February 16, 2022 (GEM attention letter [2022] No. 116, hereinafter referred to as “the attention letter”). The board of directors of the company attached great importance to the issues raised in the attention letter. After studying and implementing them one by one, The replies to the questions involved in the letter of concern (hereinafter referred to as “this reply”) are as follows:
On February 14, 2022, your company disclosed the announcement on the resignation of the chairman of the company, which showed that sun Yuqin decided to resign from the post of chairman and legal representative of the Fifth Board of directors of the company, but his resignation letter stated that “this resignation letter will take effect from the time when the successor chairman is elected by the Fifth Board of directors”; On February 15, 2022, your company disclosed the announcement on the resignation of the Secretary of the board of directors and the appointment of directors to act as the Secretary of the board of directors. The announcement showed that Wang Yanqiu resigned as the Secretary of the board of directors, and your board of directors appointed Wang lifeI, the director and vice chairman of the company, to act as the Secretary of the board of directors. Our department pays close attention to the above matters. Please explain the following matters to your company:
1、 Please explain whether the 5th board of directors has held a meeting to elect the successor chairman up to now. If so, please disclose the meeting resolutions and other relevant documents in accordance with the rules; If not, please disclose the relevant arrangements for the subsequent election of the chairman.
Reply: since the company announced the change of controlling shareholder and actual controller on December 28, 2021 (for details, see the announcement on the change of controlling shareholder and actual controller of the company (Announcement No.: 2021-193)), the company has been continuously committed to stabilizing the internal governance structure and maintaining the stability of control, and attaches great importance to the qualification and appointment of important personnel such as directors. On February 14, 2022, the company received the written resignation report submitted by Ms. sun Yuqin, the former chairman of the company. Ms. sun Yuqin decided to resign as the chairman and legal representative of the company. As of the date of this reply, the board of directors of the company has not effectively held a meeting and formed an effective resolution on the election of a successor chairman. The company will evaluate qualified candidates in accordance with relevant applicable laws and regulations and relevant rules of Shenzhen Stock Exchange, perform the required internal review procedures in accordance with relevant laws and regulations and the articles of Association (hereinafter referred to as the “articles of association”), and strive to elect a successor chairman in accordance with the law as soon as possible, Before that, the vice chairman of the company will act as the chairman in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and the articles of association, so as to effectively realize the stability of the company and maintain the effectiveness of the company’s internal governance.
2、 Please explain whether sun Yuqin’s resignation has taken effect and whether relevant matters comply with the provisions of the company law and your articles of association.
Reply: Ms. sun Yuqin has submitted a written resignation report to the board of directors on February 14, 2022, resigning from the position of chairman and legal representative of the company, but continuing to serve as director and general manager. The company believes that Ms. sun Yuqin’s written resignation report will take effect when it is delivered to the board of directors.
The company noted that Ms. sun Yuqin stated in her resignation letter that “this resignation letter will take effect when the successor chairman is elected by the Fifth Board of directors”. According to the company law and the articles of association, there are no conditions attached to the resignation of the chairman or relevant personnel, and such conditional resignation arrangements have no reasonable basis under the company law and the articles of association.
In addition, in accordance with the company law, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies and other relevant laws and regulations applicable to the resignation of directors of the company and the articles of association, if the resignation of directors causes the number of members of the board of directors to be less than the legal number, The resignation report of a director shall not take effect until the next director fills the vacancy caused by his resignation. Otherwise, the resignation of a director shall take effect on the date when the resignation report submitted by him is delivered to the board of directors. According to Article 8 of the articles of association, the legal representative of the company is assumed by the chairman. Therefore, the company believes that Ms. sun Yuqin also resigned from the legal representative of the company held by the chairman when her resignation from the chairman takes effect.
As of the date of this reply, the current number of directors of the company is 12, including 5 independent directors. Sun Yuqin resigned as chairman and legal representative, but retained the positions of director and general manager, which did not cause the number of directors of the company to be lower than the number of directors specified in the articles of association and the legal minimum specified in the company law. Therefore, Ms. sun Yuqin’s resignation took effect when the resignation report was delivered to the board of directors of the company on February 14, 2020, in line with the relevant provisions of the company law, the guidelines for the standardized operation of gem and the articles of association.
3、 Please explain whether the appointment of Wang lifeI to act as the Secretary of the board of directors has been reviewed by the board of directors, whether it complies with the provisions of the rules for companies listed on GEM and the articles of association of your company, and whether the relevant appointment arrangements are legal and effective.
Reply: according to article 4.2.5 of the GEM Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the GEM Listing Rules), a listed company shall appoint the Secretary of the board of directors within three months after the IPO listing or within three months after the former Secretary of the board of directors leaves office. During the vacancy of the Secretary of the board of directors, the board of directors shall appoint a director or senior manager to act as the Secretary of the board of directors. If the vacancy exceeds three months, the chairman of the board of directors shall act as the Secretary of the board of directors. The articles of association of the company are formulated in accordance with the GEM Listing Rules and the guidelines for the articles of association of listed companies and other relevant rules.
Ms. Wang lifeI currently holds the post of director and vice chairman of the company and acts as the chairman of the board. The board of directors of the company may appoint Ms. Wang lifeI to act as the Secretary of the board of directors in accordance with the provisions of the gem stock listing rules and the articles of association. Such appointment arrangements do not need to be decided by the board of directors and comply with the provisions of the gem stock listing rules and the articles of association, The specified arrangement is legal and valid.
4、 Other matters that your company deems necessary to explain.
Reply: the company has nothing else to explain.
It is hereby announced.
Landocean Energy Services Co.Ltd(300157) board of directors February 18, 2022
