Securities code: 300157 securities abbreviation: Landocean Energy Services Co.Ltd(300157) No.: 2022-023 Landocean Energy Services Co.Ltd(300157)
Announcement on the board of supervisors receiving the letter of shareholders requesting to convene the extraordinary general meeting of shareholders
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Shareholders’ proposal to convene an extraordinary general meeting
The “letter of the board of supervisors of Beijing shuosheng Technology Co., Ltd. (hereinafter referred to as the” letter of the board of supervisors “) on the convening of the interim general meeting of shareholders of Beijing shuosheng Technology Co., Ltd. on February 20, 2022 was received.
According to the letter on shareholders requesting the board of supervisors to convene an extraordinary general meeting submitted by shuosheng technology, in order to safeguard the legitimate interests of the company and the majority of shareholders and promote the normal operation and development of the company, in accordance with Article 9 of the rules for the general meeting of shareholders of listed companies and Article 48 of the articles of association, As a shareholder holding more than 10% of the voting rights of the company in total, shuosheng technology sent the letter on shareholders’ request for convening an extraordinary general meeting of shareholders (hereinafter referred to as the “letter to the board of directors”) to the board of directors of the company on February 9, 2022, and requested the board of directors of the company to convene an extraordinary general meeting of shareholders to consider the proposal on removing sun Yuqin from his position as a director; According to the contents of these proposals: “after many hard negotiations with the creditors and with the support of shuosheng technology, the relevant creditors agreed to temporarily suspend the enforcement procedures and agree to the company’s installment repayment, thus forming a relatively favorable settlement agreement (Draft) for the company. The above settlement agreement (Draft) After submitting it to the then Chairman Sun Yuqin on January 13, 2022, sun Yuqin has not actively convened the board of directors to review the settlement agreement (Draft). The directors, senior managers and creditors of the rear branch urged and requested the company to convene the board meeting as soon as possible, but Sun Yuqin still ignored it. Sun Yuqin refused to perform the internal review procedures for the settlement agreement (Draft) that is conducive to solving the major risks faced by the company, and missed the best opportunity to negotiate the debt settlement plan with creditors… Later, sun Yuqin took advantage of his then chairman’s status to discuss with major shareholders including shuosheng technology Even without full consultation with relevant creditors, they rashly organized a meeting to consider the creditor’s debt settlement plan, and ignored the requirements of most independent directors to explicitly insist on an extension to further demonstrate the feasibility of the proposal and avoid damaging the interests of the company or shareholders and possible major information disclosure risks, His behavior violates his duty of loyalty to the listed company as a director and chairman in time, and fails to be diligent and responsible to the company, resulting in greater business difficulties and risks for the company and seriously damaging the interests of the company and shareholders, especially small and medium-sized shareholders. Sun Yuqin’s above behavior also essentially creates new contradictions between creditors, shareholders and the company. To sum up, as a director, sun Yuqin obviously lacks understanding of the company’s current situation and development strategy. Sun Yuqin’s above-mentioned behavior has damaged the interests of the company and all shareholders, especially small and medium-sized shareholders, and seriously hindered the development of the company in a difficult period. In order to promote the company to solve the current serious difficult situation as soon as possible, promote the company to gradually embark on the road of normal operation and development, and further enhance the cohesion of the company, the board of supervisors of the company is requested to convene and preside over the first extraordinary general meeting of shareholders of the company in 2022 and consider the proposal to remove sun Yuqin from the post of director. “
According to Article 9 of the rules for the general meeting of shareholders of listed companies and Article 48 of the articles of association, the board of directors of the company shall, within 10 days after receiving the request letter to the board of directors, give written feedback on whether to agree or disagree to convene an extraordinary general meeting of shareholders, However, the board of directors of the company failed to give written feedback on whether to agree or disagree to convene the extraordinary general meeting of shareholders within the above-mentioned period. In view of the failure of the board of directors of the company to provide written feedback within the statutory time limit, according to Article 9 of the rules for the general meeting of shareholders of listed companies and Article 48 of the articles of association, shuosheng technology now proposes to convene an extraordinary general meeting of shareholders to the board of supervisors of the company in writing.
As of the date of this announcement, shuosheng technology and its concerted actors Li Liping and Wang Xiaose jointly held 17.40% of the shares of the company. According to the voting power entrustment agreement signed between shuosheng technology and Li Liping and its supplementary agreement According to the voting power entrustment agreement signed between shuosheng technology and Wang Xiaose and the civil judgment No. 7069 (2021) of Beijing No. 1 Intermediate People’s court, shuosheng technology owns 17.38% of the voting shares of the company. As a shareholder holding more than 10% of the voting rights of the company, shuosheng technology submitted to the board of supervisors of the company to convene an extraordinary general meeting of shareholders for deliberation on the proposal on removing sun Yuqin from the post of director.
2、 Subsequent treatment
The board of supervisors of the company noted that the letter on shareholders requesting the board of supervisors to convene an extraordinary general meeting of shareholders and the relevant proposals under it delivered by shuosheng technology to the board of supervisors of the company were consistent with the contents of the letter to the board of directors and the proposals under it previously submitted to the board of directors of the company.
The board of supervisors of the company will give feedback to shuosheng technology in accordance with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and other relevant laws, administrative regulations and the articles of association. If it is agreed to convene an extraordinary general meeting of shareholders, it shall give a notice of convening the general meeting of shareholders within five days after receiving the request; If the board of supervisors fails to issue the notice of the general meeting of shareholders within the specified time limit, it shall be deemed that the board of supervisors does not convene and preside over the general meeting of shareholders. Ordinary shareholders (including preferred shareholders whose voting rights have been restored) who individually or jointly hold more than 10% of the shares of the company for more than 90 consecutive days may convene and preside over the extraordinary general meeting of shareholders by themselves.
Please make rational decisions and pay attention to investment risks.
3、 Documents for future reference
1. Letter on shareholders requesting the board of supervisors to convene an extraordinary general meeting of shareholders issued by shuosheng technology.
It is hereby announced.
Landocean Energy Services Co.Ltd(300157) board of supervisors February 22, 2022
