Securities code: 300157 securities abbreviation: Landocean Energy Services Co.Ltd(300157) No.: 2022-024 Landocean Energy Services Co.Ltd(300157)
Announcement on the resolution of the second meeting of the Fifth Board of supervisors
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.
The second meeting of the Fifth Board of supervisors of Landocean Energy Services Co.Ltd(300157) (hereinafter referred to as “the company”) was held at 10:00 a.m. on February 23, 2022 in the conference room on the 5th floor of the company, building 4, yard 3, fengxiu Middle Road, Haidian District, Beijing. The meeting notice was sent to the supervisors of the company by telephone or e-mail on February 20, 2022. Three supervisors should be present at the meeting and three actually present. The Secretary of the board of directors (Acting) of the company attended the meeting as nonvoting delegates. The meeting was presided over by Mr. Liu Hong, chairman of the board of supervisors. The convening and convening of this meeting comply with the provisions of the company law and the articles of association. After careful deliberation by the supervisors present at the meeting, all supervisors formed the following resolutions by voting:
1、 The meeting deliberated and adopted the proposal on shareholders’ request for convening an extraordinary general meeting of shareholders with 3 affirmative votes, 0 negative votes and 0 abstention votes
In accordance with the relevant provisions of the company law and other laws and regulations and the articles of association, the board of supervisors of the company, in an attitude of being responsible to the company and all shareholders, carefully performs the supervision responsibilities entrusted by laws and regulations, and practices the corporate governance mechanisms and procedures under laws and regulations and the articles of association, We agree to the request of the controlling shareholder of the company, Beijing shuosheng Technology Information Consulting Co., Ltd. (hereinafter referred to as “shuosheng technology”) to convene an extraordinary general meeting of shareholders and consider the proposal on removing sun Yuqin from the post of director, and will organize and convene the above-mentioned proposal of the extraordinary general meeting of shareholders in accordance with the law. The specific contents of the proposal on removing sun Yuqin from the post of director are shown in the annex.
2、 The meeting deliberated and adopted the proposal on convening the first extraordinary general meeting of shareholders in 2022 with 3 affirmative votes, 0 negative votes and 0 abstention
The board of supervisors of the company agreed to hold the first extraordinary general meeting of shareholders of the company in 2022 at 14:30 p.m. on March 11, 2022.
For details of the proposal, please refer to cninfo.com, the information disclosure website designated by the CSRC on the same day（ http://www.cn.info.com.cn. ）Notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022-025).
3、 Other information
At 9:04 on February 23, 2022, less than one hour before the meeting, sun Yuqin, the director and general manager of the company, sent an email to Ms. Feng Shanshan, the employee representative supervisor, and Mr. Liu Hong, the chairman of the board of supervisors, to “terminate” the labor relationship between the company and Ms. Feng Shanshan in the name of the company on the grounds of “being absent from work for 3 consecutive days and leaving late and early for many consecutive days”, And claimed that Ms. Feng Shanshan no longer has the qualification of employee supervisor.
As of the date of this announcement, Feng Shanshan is the assistant to the general manager and the manager of the comprehensive affairs and safety department, and is the head of the company’s Department; According to Article 24 of the company’s working rules for the general manager, “when the general manager appoints or removes the person in charge of the company’s Department, the personnel department of the company shall first assess and the general manager shall decide on the appointment and removal”. After verification with the manager of the personnel department of the company, the personnel department of the company was unaware of the above-mentioned appointment and removal matters, did not start any assessment procedures for these matters, and did not receive the written decision of the general manager of the company on the above-mentioned appointment and removal matters. The board of supervisors of the company believes that sun Yuqin, as the general manager of the company, has “terminated” the labor relationship with Ms. Feng Shanshan in the name of the company without performing the necessary procedures in accordance with the relevant systems of the company, which violates the relevant systems of the company; According to the articles of association and the rules of procedure of the board of supervisors, employee representative supervisors shall be democratically elected or replaced through the company’s employee congress, employee congress or other forms; Sun Yuqin’s dismissal and dismissal of Ms. Feng Shanshan has no legal basis and legal effect, and Ms. Feng Shanshan still has the qualification of employee representative supervisor. Sun Yuqin’s above actions are intended to interfere with the standardized operation of the board of supervisors of the company and hinder the smooth convening of this meeting according to law.
4、 Documents for future reference
1. Resolution of the Landocean Energy Services Co.Ltd(300157) second meeting of the 5th board of supervisors.
It is hereby announced.
Landocean Energy Services Co.Ltd(300157) attachment of the board of supervisors on February 23, 2022:
Proposal: proposal on dismissing sun Yuqin as a director
Content of the proposal: the company is currently facing difficulties in operation. About 940 million debts are due and some of them are in the process of court enforcement. If an agreement is not reached with creditors in time, the core assets of xinjinhua and other companies will be sold off at a low price to repay some debts, which is obviously not in line with the interests of the company and all shareholders. For example, the core assets of the company will be sold off at a low price, At that time, the company will be unable to reverse the current difficult situation. In view of the above urgent situation, after many hard negotiations with the creditors and with the support of shuosheng technology, the relevant creditors agreed to temporarily suspend the enforcement procedure and agree to the company’s installment repayment, thus forming a relatively favorable settlement agreement (Draft) for the company. After the above settlement agreement (Draft) was submitted 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 asked 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 procedure 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 the creditors. The creditors formally wrote to the company on February 9, 2022 to suspend the settlement negotiation and follow up the disposal procedures of relevant assets; At that time, the company will further lose control of xinjinhua and other core assets; Later, sun Yuqin took advantage of the then chairman’s status and rashly organized a meeting to consider the creditor’s debt settlement plan without full consultation with major shareholders including shuosheng technology or even relevant creditors. During this period, most independent directors explicitly insisted on an extension to further demonstrate the feasibility of the proposal Ignoring the requirements to avoid damaging the rights and 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 serious damage to the interests of the company and shareholders, especially small and medium-sized shareholders, Sun Yuqin’s above-mentioned behavior also essentially created 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 in 2022 and consider the proposal to remove sun Yuqin from the post of director.
