Securities code: 300157 securities abbreviation: Landocean Energy Services Co.Ltd(300157) No.: 2021-193 Landocean Energy Services Co.Ltd(300157)
Announcement on the change of the controlling shareholder and actual controller of the company
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.
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The company held the third extraordinary general meeting of shareholders in 2021 on December 27, 2021. The meeting deliberated and adopted relevant proposals on the general election of the board of directors and the board of supervisors. The controlling shareholder of the company was changed from Yinchuan Zhongneng Xincai Technology Co., Ltd. to Beijing shuosheng Technology Information Consulting Co., Ltd., and the actual controller was changed from Ms. Liu Yaling to Ms. Li Liping.
Landocean Energy Services Co.Ltd(300157) (hereinafter referred to as ” Landocean Energy Services Co.Ltd(300157) ” or “the company”) convened the third extraordinary general meeting of shareholders in 2021 on December 27, 2021. The meeting deliberated and adopted relevant proposals on the general election of the board of directors and the board of supervisors. Based on the current shareholding of shareholders and the composition of members of the Fifth Board of directors, and in accordance with the company law and the securities law According to relevant laws, regulations and normative documents, the controlling shareholder of the company was changed from Yinchuan Zhongneng Xincai Technology Co., Ltd. (hereinafter referred to as “Yinchuan Zhongneng”) to Beijing shuosheng Technology Information Consulting Co., Ltd. (hereinafter referred to as “shuosheng technology”), and the actual controller was changed from Ms. Liu Yaling to Ms. Li Liping.
1、 Current ownership structure of the company
As of the date of this announcement, shuosheng technology and its concerted actors Li Liping and Wang Xiaose jointly hold 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 The voting power entrustment agreement signed by shuosheng technology and Wang Xiaose and the first intermediate people’s Court of Beijing (2021) according to the civil judgment No. 7069 of Jing 01 min Zhong, shuosheng technology owns 17.38% of the voting shares of the company, and shuosheng technology is the largest shareholder of the company. For details about the latest shareholding changes of shuosheng technology and its concerted actors, see Landocean Energy Services Co.Ltd(300157) issued by the company on cninfo.com. CN on October 23, 2021 Suggestive announcement (Announcement No.: 2021-156) on shareholders holding more than 5% shares and persons acting in concert whose share change ratio reaches 1%. II. Composition of the Fifth Board of directors of the company
The company held the third extraordinary general meeting of shareholders in 2021 on December 27, 2021, at which the proposal on general election of the board of directors and nomination and election of non independent directors of the Fifth Board of directors was approved by cumulative voting The proposal on the general election of the board of directors and the nomination and election of independent directors of the Fifth Board of directors and the proposal on the general election of the board of supervisors and the nomination and election of supervisors of the Fifth Board of supervisors were voted. Zhang Jiji, Jiang Yuxin, Liu Qingfeng, long Haibin, sun Yuqin, Wang lifeI, Li Xianyao and Li Wanjun were elected as non independent directors of the Fifth Board of directors of the company, An Jiangbo, Shi Jingmin, Wang Pu, Guo Rong and Chen Jiangtao were elected as independent directors of the 5th board of directors of the company. All the 13 directors elected above were nominated by shuosheng technology. For details, see the announcement on the resolution of the third extraordinary general meeting of shareholders in Landocean Energy Services Co.Ltd(300157) 2021 (Announcement No.: 2021-191) issued by the company on the same day as this announcement on http://www.cn.info.com.. CN. III. identification of the controlling shareholder and actual controller of the company
(i) Relevant provisions of laws and regulations on controlling shareholders and actual controllers
According to Article 216 (2) of the company law （3） According to the provisions of paragraph, the controlling shareholder refers to the shareholder whose shares account for more than 50% of the total share capital of a joint stock limited company; although the proportion of shares held is less than 50%, but the voting rights enjoyed by the shares held by him are enough to have a significant impact on the resolutions of the general meeting of shareholders. The actual controller refers to the shareholder who is not a shareholder of the company but through investment Department, agreement or other arrangement that can actually control the company’s behavior.
According to Article 84 of the measures for the administration of the acquisition of listed companies, under any of the following circumstances, In order to have the control of the listed company: (1) the investor is the controlling shareholder holding more than 50% of the shares of the listed company; (2) the investor can actually control more than 30% of the voting rights of the shares of the listed company; (3) the investor can decide the election of more than half of the members of the board of directors of the company through the actual control of the voting rights of the shares of the listed company; (4) The voting rights of the listed company’s shares that investors can actually control are enough to have a significant impact on the resolutions of the company’s general meeting of shareholders; (5) other circumstances recognized by the CSRC.
According to Article 13.1 of Shenzhen Stock Exchange GEM Listing Rules, controlling shareholders refer to shareholders whose shares account for more than 50% of the total share capital of the company; Or shareholders who hold less than 50% of the shares but have enough voting rights to have a significant impact on the resolutions of the general meeting of shareholders. Actual controller: refers to the person who can actually control the company’s behavior through investment relations, agreements or other arrangements. Control: the right to decide the financial and operating policies of an enterprise and to obtain benefits from the business activities of the enterprise. Under any of the following circumstances, In order to have the control of the listed company: (1) it is the controlling shareholder holding more than 50% of the shares of the listed company; (2) it can actually control more than 30% of the voting rights of the shares of the listed company; (3) it can determine the election of more than half of the members of the board of directors of the company through the actual control of the voting rights of the shares of the listed company; (4) The voting rights of the shares of the listed company that it can actually control are sufficient to have a significant impact on the resolutions of the company’s general meeting of shareholders; (5) other circumstances recognized by the CSRC or Shenzhen Stock Exchange.
（2） Identification of controlling shareholders and actual controllers of the company
As of the date of this announcement, the company has no shareholders with a shareholding ratio of more than 50% and no shareholders who can actually control more than 30% of the voting rights of the shares of the listed company. The total shares and voting rights held by the company’s shareholders shuosheng technology and its concerted actors Li Liping and Wang Xiaose are as follows:
Name of shareholders, number of shares held in the total share capital of the company, number of voting shares in the total share capital of the company (%) (10000 shares) (%)
Shuosheng technology 941.67421 32941.67421. thirty-two
Li Liping 10452.148014 6810,434.141114. sixty-five
Wang Xiaose 1000.00001 401,000.00001. forty
Total: 12393.822217 4012,375.815317. thirty-eight
In order to act in concert in the voting of relevant proposals at the general meeting of shareholders of listed companies, based on Li Liping’s trust and support for shuosheng technology, shuosheng technology signed the voting right entrustment agreement with Li Liping on August 5, 2020. Li Liping allocated 3.68% of the total shares of Landocean Energy Services Co.Ltd(300157) held by Li Liping to the corresponding voting rights, nomination and proposal rights, participation rights The right of supervision and suggestion and other rights other than property rights such as income right and share transfer right are entrusted to shuosheng technology. The term of entrustment is from the effective date of this agreement to December 31, 2023. On August 10, 2020, shuosheng technology and Li Liping signed the supplementary agreement on voting right entrustment. Li Liping entrusted shuosheng technology to exercise the voting right, nomination and proposal right, participation right, supervision and suggestion right corresponding to all the shares of Landocean Energy Services Co.Ltd(300157) held by Li Liping, as well as other rights other than income right, share transfer right and other property rights. The entrustment period, scope of entrustment and authorization The provisions on Exemption and compensation, the effectiveness of authorization and liability for breach of contract are consistent with the voting right entrustment agreement signed by both parties on August 5, 2020.
According to the civil judgment of Beijing No. 1 Intermediate People’s Court (2021) Jing 01 min Zhong No. 7069, Li Liping shall not exercise her voting right for the 180069 shares she holds within 36 months after purchase.
On October 21, 2021, Wang Xiaose and shuosheng technology signed the voting right entrustment agreement. Wang Xiaose unconditionally and irrevocably entrusted shuosheng technology with the voting right of 10 million Landocean Energy Services Co.Ltd(300157) shares held by Wang Xiaose. The entrustment period is from October 21, 2021 to December 31, 2023.
For details about the entrustment of voting rights of the company’s shares held by Li Liping, please refer to the detailed report on changes in equity issued by the company on http://www.cn.info.com.cn on October 20, 2020. For details about the entrustment of voting rights of the company’s shares held by Wang Xiaose, please refer to the report on changes in equity issued by the company on http://www.cn.info.com.cn on October 23, 2021 Suggestive announcement on 1% share change of shareholders holding more than 5% and their persons acting in concert (Announcement No.: 2021-156).
Based on the above, shuosheng technology owns 17.38% of the voting shares of the company and is the largest shareholder of the company. Article 106 of the articles of association stipulates that the board of directors is composed of 7 to 13 directors, including 3 to 5 independent directors. The new board of directors, the Fifth Board of directors, has 13 directors, all nominated by shuosheng technology.
Therefore, although shuosheng technology and its persons acting in concert actually control no more than 30% of the voting rights of the company’s shares, from the composition of the Fifth Board of directors of the company, all the members of the Fifth Board of directors are nominated and elected by shuosheng technology. The voting rights of the company’s shares actually controlled by shuosheng technology are enough to have a significant impact on the resolutions of the company’s general meeting of shareholders, and determine the election of more than half of the members of the company’s board of directors, which is in line with the control of the listed company as stipulated in the company law, the measures for the administration of the acquisition of listed companies and the rules for the listing of shares on the gem of Shenzhen Stock Exchange, The controlling shareholder and actual controller of shuosheng technology is Ms. Li Liping, so shuosheng technology is the controlling shareholder of the company and Ms. Li Liping is the actual controller of the company.
To sum up, the controlling shareholder of the company was changed from Yinchuan Zhongneng to shuosheng technology, and the actual controller was changed from Ms. Liu Yaling to Ms. Li Liping.
4、 Basic information of controlling shareholder and actual controller of the company
(i) Basic information of shuosheng technology, the controlling shareholder of the company
Company name: Beijing shuosheng Technology Information Consulting Co., Ltd
Company type: limited liability company
Registered address: 908, floor 9, building 403, Baiziwan Xili, Chaoyang District, Beijing
Registered capital: RMB 200 million
Legal representative: Wang lifeI
Actual controller Li Liping
Shareholding ratio: Li Liping 51%; Wang lifeI 49%
Economic and trade consultation; Enterprise management consulting; Educational consultation; Software development; Basic software services; Application software services (excluding medical software); computer system services; enterprise management; Market Research; design, production, agency and advertising; undertaking exhibition activities; business scope discussion services; translation services; technology development, technology consulting, technology transfer, technology promotion and technology services. (market entities shall independently choose business items and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
Date of establishment: July 17, 2020
Contact 010-58200081
（2） Basic information of Ms. Li Liping, actual controller of the company
Name: Li Liping former name: asexual female
Nationality Chinese ID card information 13012419760131 * * * * is it obtained from other countries
Home or regional residency
Address: Shijiazhuang City, Hebei Province****
From April 2013 to now, he has served as executive director and general manager of Hebei Juji agricultural science and Technology Development Co., Ltd; From April of the last five years in 2013 to now, he has served as a supervisor of Shijiazhuang Juji Business Management Co., Ltd; From December 2011 to now, he has served as the supervisor of Jiazhuang Shiqun Materials Co., Ltd; From December 2012 to September 2020, he served as the supervisor of Hebei Juji Investment Co., Ltd; He has been the manager and executive director of Hebei shuosheng Intelligent Technology Co., Ltd. since December 2021.
Neither shuosheng technology nor Ms. Li Liping is prohibited from acquiring listed companies as stipulated in Article 6 of the administrative measures for the acquisition of listed companies.
It is hereby announced.
Landocean Energy Services Co.Ltd(300157)
