Letter of concern about Landocean Energy Services Co.Ltd(300157)
Gem concern letter [2022] No. 145 Landocean Energy Services Co.Ltd(300157) board of directors:
On March 4, 2022, your company disclosed the reply to the attention letters issued by our department on February 21 and February 24. In combination with the reply disclosed by your company, please further explain the following matters:
1. According to the two reply announcements, the directors Zhang Houji, Li Xianyao and Guo Rong said, “I don’t agree with all the contents of the reply 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 issues the announcement without authorization, I will instruct the company to immediately investigate the legal responsibilities of relevant personnel”; The directors sun Yuqin, Li Wanjun, Liu Qingfeng and Wang Pu agreed with the opinions of the above three directors.
(1) The directors sun Yuqin, Zhang Jiji, Li Xianyao, Li Wanjun, Liu Qingfeng, Guo Rong and Wang Pu are invited to explain the specific reasons for disagreeing with the contents of the announcement in combination with the specific process of reviewing the two announcements, and clearly explain the specific contents, judgment basis and verification of major false statements in the announcement. In combination with the above circumstances, it is explained that the publication of the announcement cannot guarantee the authenticity, accuracy and accuracy of the contents of the announcement Whether the complete dissenting opinions are based on sufficient and objective evidence, and whether there is any abuse of the right to express dissenting opinions.
(2) Please explain whether your company and the other five directors guarantee that the contents of the two announcements are true, accurate and complete without false records, misleading statements or major omissions; Meanwhile, please respond to the objections of the above seven directors.
2. According to the reply, whether the fourth meeting of the 5th board of directors was held and formed an effective resolution, whether the deputy chairman Wang lifeI’s acting as chairman and Secretary of the board of directors is legal and effective, whether shuosheng technology has the qualification to convene an extraordinary general meeting of shareholders and whether the convening procedure complies with the laws There are great disputes over whether the reasons for the dismissal of sun Yuqin as a director are tenable or not. Please explain the opinions and judgment basis of all directors of your company on the above matters, and whether they actively promote the resolution of internal contradictions and disputes caused by the above matters within the framework of relevant laws, regulations and regulatory rules, such as the company law, the securities law, the guidelines for the governance of listed companies, and whether they actively take legal Reasonable relief means to safeguard the legitimate rights and interests of the company and minority shareholders, and whether there are cases in which improper and excessive rights protection behaviors hinder the company from fulfilling its obligation of information disclosure according to law, hinder the standardized operation of the company’s internal governance mechanism and hinder shareholders from exercising their legitimate rights, and explain whether they have been faithful and loyal since the establishment of the Fifth Board of directors Diligently performed the duties of director.
3. In combination with the implementation of the internal management system of information disclosure, your company is requested to further explain the internal audit of the announcement disclosed since February 21, 2022, including but not limited to whether an effective arrangement for directors to review the announcement has been established, whether necessary conditions have been provided for directors to review, and whether each director’s opinions on the contents of the announcement have been fully and truthfully disclosed, In combination with the above situation and the behavior of some directors expressing objections to the contents of the announcement, explain again whether your company has the situation of item (III) of article 9.4 and item (IV) of article 10.4.1 of the GEM Listing Rules of Shenzhen Stock Exchange (revised in December 2020). All directors of your company are invited to express their opinions on the above matters.
4. Other matters that your company deems necessary to explain.
Your company and relevant parties are requested to make written explanations on the above matters, submit relevant explanatory materials to our department for disclosure before March 8, 2022, and send a copy to the listed company supervision division of Beijing Securities Regulatory Bureau.
At the same time, remind your company that listed companies must earnestly and timely fulfill the obligation of information disclosure in accordance with national laws and regulations and the Shenzhen Stock Exchange GEM Listing Rules. All members of the board of directors of a listed company must ensure that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions, and bear individual and joint liabilities for their guarantee.
Gem company management department
March 6, 2022
