Securities code: Landocean Energy Services Co.Ltd(300157) securities abbreviation: Landocean Energy Services Co.Ltd(300157) No.: 2022038 Landocean Energy Services Co.Ltd(300157)
Announcement on the reply to the letter of concern of Shenzhen Stock Exchange
The text and annexes of this announcement contain the opinions expressed by all directors of the company.
In particular, the company and all members of the board of directors except sun Yuqin, Zhang Jiji, Li Xianyao, Li Wanjun, Liu Qingfeng, Guo Rong and Wang Pu guarantee that the information disclosed in the body of this announcement is true, accurate and complete without false records, misleading statements or major omissions, but the foregoing cannot guarantee the authenticity, accuracy and Except for the opinions expressed by the complete directors.
Directors sun Yuqin, Zhang Houji, Li Xianyao, Li Wanjun, Liu Qingfeng, Guo Rong and Wang Pu believe that the contents of the announcement cannot be guaranteed to be true, accurate and complete for the following reasons: Zhang Houji, Li Xianyao Guo Rong: “I don’t agree with all the contents replied in the name of the company today. I think there are major false statements in the announcement, which will seriously mislead investors. If the Securities Department of the company makes an announcement without authorization, I will instruct the company to immediately investigate the legal responsibility of relevant personnel.” Li Wanjun, Liu Qingfeng and Wang Pu: “agree with the opinions of chairman Zhang Houji.” Sun Yuqin: “I agree with President Zhang.”
Landocean Energy Services Co.Ltd(300157) (hereinafter referred to as “the company”) received the letter of concern on Landocean Energy Services Co.Ltd(300157) (GEM attention letter [2022] No. 124, hereinafter referred to as “the letter of concern”) issued by the management department of gem company of Shenzhen Stock Exchange on February 21, 2022. The board of directors of the company attached great importance to the issues raised in the letter of concern. After studying and implementing it item by item, The replies to the questions involved in the letter of concern (hereinafter referred to as “this reply”) are as follows:
On February 18, 2022, your company disclosed the announcement on the reply to the letter of concern of Shenzhen Stock Exchange. In combination with the content of your reply and the recent information reported to us by your directors Zhang Houji, sun Yuqin, Guo Rong, Li Xianyao, Liu Qingfeng, Li Wanjun and Wang Pu (hereinafter referred to as “some directors”), please further explain the following matters:
1、 As of the date when the company’s resolution on the election of the chairman of the board of directors has not been formed, and your reply is valid as of the date when the company’s resolution on the election of the chairman of the board of directors is held; Some directors of your company said in the report that “the company held the fourth meeting of the Fifth Board of directors on February 14, 2022 and deliberated on the proposal of re-election of chairman, and seven directors directly agreed to the relevant proposal at the meeting”. Please your company:
1. Verify whether the meeting held on the morning of February 14, 2022 involved in the report of some directors of your company is a meeting of the board of directors and whether the relevant meeting has formed effective resolutions. If so, please disclose the contents of the relevant meeting resolutions and explain the reasons why the resolutions of the meeting have not been disclosed so far; If not, please specify the specific reasons for the determination.
Reply: verified by the company, the information in the report is untrue. The meeting held by the company on February 14, 2022 (hereinafter referred to as the “title meeting”) is called “the fourth meeting of the Fifth Board of directors”. Before the title meeting is held, the three independent directors of the company have clearly requested the postponement of the fourth meeting of the Fifth Board of directors in accordance with Article 25 of the rules for independent directors of listed companies, and the board of directors shall adopt it However, sun Yuqin, the then chairman of the company, and some directors refused to extend the extension; In combination with the convening of the title meeting and the opinions of independent directors and directors, the title meeting is not the fourth meeting of the Fifth Board of directors. From February 10, 2022 to the date of this reply announcement, the fourth meeting of the Fifth Board of directors of the company was not held.
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and other relevant regulations and the Landocean Energy Services Co.Ltd(300157) articles of Association (hereinafter referred to as the “articles of association”), the said meeting is not the fourth meeting of the Fifth Board of directors. The specific reasons are as follows:
(I) describe the convening process and relevant facts of the meeting
At 20:31 on February 10, 2022, sun Yuqin, the then chairman of the company, issued a notice on the fourth meeting of Landocean Energy Services Co.Ltd(300157) the Fifth Board of directors (hereinafter referred to as the “meeting notice”) to all directors, convened and held the fourth meeting of the Fifth Board of directors at 10:00 on February 14, 2022, It is proposed to review the proposal on discussing the debt settlement scheme with Beijing Beijing Centergate Technologies (Holding) Co.Ltd(000931) M & a master Fund Investment Center (limited partnership) (proposed proposal I) The proposal on re-election of the chairman of the company (proposed proposal II) and the proposal on re-election of members of the nomination committee and Strategy Committee of the Fifth Board of directors of the company (proposed proposal III)
