Zhongzi Law Office
5-8 / F, new era building, 26 Ping’an Lixi street, Xicheng District, Beijing, China
Postal Code: 100034 Tel: (86-10) 6609-6465 Fax: (86-10) 6609-1616
…… Beijing zhongzi law firm
Legal opinion on Landocean Energy Services Co.Ltd(300157) witnessing the third extraordinary general meeting of shareholders in 2021
To: Landocean Energy Services Co.Ltd(300157)
Beijing zhongzi law firm (hereinafter referred to as “the firm”) accepted the entrustment of Landocean Energy Services Co.Ltd(300157) (hereinafter referred to as “the company”) and appointed lawyer Liu Heqiang and lawyer Sun Ping to attend the third extraordinary general meeting of shareholders of the company in 2021 (hereinafter referred to as “the general meeting of shareholders”) and witness it in law.
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”), the rules for the general meeting of shareholders of listed companies (hereinafter referred to as the “rules for the general meeting of shareholders”) and other laws, regulations and normative documents, as well as the articles of association To witness and issue legal opinions on this general meeting of shareholders of the company. Our lawyers will not express opinions on the authenticity and accuracy of the contents of the proposals considered at the general meeting of shareholders and the facts or data expressed in such proposals. In order to issue this legal opinion, our lawyers reviewed the relevant matters involved in the company’s shareholders’ meeting, consulted the documents that our lawyers considered necessary to issue this legal opinion, and conducted necessary verification and verification on relevant issues.
Our lawyers only express legal opinions in accordance with the facts occurring or existing before the date of issuance of this legal opinion and the provisions of relevant laws, administrative regulations, normative documents and the articles of association. This legal opinion is only for the purpose of legality of relevant matters of this shareholders’ meeting, and shall not be used for any other purpose or purpose.
Based on the above, our lawyers, in accordance with Article 5 of the rules of the general meeting of shareholders and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, issue this legal opinion as follows: I. convening and convening procedures of the general meeting of shareholders
(i) Convener of this shareholders’ meeting
The convener of this general meeting of shareholders is the board of directors of the company.
Our lawyers believe that the board of directors of the company is qualified to convene this general meeting of shareholders.
（2） Notice of the general meeting of shareholders
On December 10, 2021, the company registered on the website of Shenzhen Stock Exchange and cninfo (www.cn. Info. Com.. CN.) The notice of Landocean Energy Services Co.Ltd(300157) on convening the third extraordinary general meeting of shareholders of the company in 2021 (No.: 2021-179) (hereinafter referred to as the “meeting notice”) was announced on the meeting. The meeting notice specifies the time, place, main agenda, participants, meeting registration matters, online voting matters, etc.
On December 11, 2021, the company registered on the website of Shenzhen Stock Exchange and cninfo (www.cn. Info. Com.. CN.) The announcement on Landocean Energy Services Co.Ltd(300157) supplementary notice on convening the third extraordinary general meeting of shareholders in 2021 (No.: 2021-185) was announced on the.
The lawyers of the firm believe that the notice of the general meeting of shareholders complies with the provisions of the company law, the rules of the general meeting of shareholders and other relevant laws, regulations and normative documents as well as the articles of association.
（3） Convening of this general meeting of shareholders
The general meeting of shareholders is conducted by combining on-site voting and online voting.
1. The on-site meeting was held at 14:30 p.m. on Monday, December 27, 2021 in the conference room on the 5th floor, building 4, courtyard 3, fengxiu Middle Road, Haidian District, Beijing.
2. The company provides shareholders with a voting platform in the form of network through the online voting system of the general meeting of shareholders of Shenzhen Stock Exchange. According to the announcement issued by the company, the specific time for online voting through the voting platform of the trading system is the trading time period on December 27, 2021, i.e. 9:15-9:25, 9:30-11:30, 13:00-15:00; The voting time through the Internet voting platform is any time from 9:15 to 15:00 on the day of the general meeting of shareholders.
Sun Yuqin, chairman of the board of directors, presided over the shareholders’ meeting. The shareholders or their entrusted agents attending the meeting deliberated and voted on the matters listed in the meeting notice.
The procedures for convening and convening the general meeting of shareholders are consistent with those disclosed in the notice of the meeting.
The lawyers of the firm verified that the convening and convening procedures of the general meeting of shareholders comply with the provisions of the company law, the rules of the general meeting of shareholders and the articles of association, and are legal and effective. 2、 Qualification of personnel attending the general meeting of shareholders
(i) On site meeting
Verified by our lawyers, the on-site meeting participants of the general meeting of shareholders mainly include:
1. Some shareholders of the company and their entrusted agents;
2. Some directors, supervisors and senior managers of the company;
3. Witness lawyers and other relevant personnel employed by the company.
There are 7 shareholders or their entrusted agents attending the on-site meeting of the general meeting of shareholders, holding 225113490 shares with voting rights, accounting for 31.6120% of the total shares of the company.
（2） Online voting
During the online voting period of the general meeting of shareholders, 69 shareholders voted through the online voting system of Shenzhen Stock Exchange, representing 13962491 voting shares, accounting for 1.9607% of the total share capital of the company. The qualification of shareholders participating in online voting has been certified by the online voting system of Shenzhen Stock Exchange.
Upon verification by our lawyers, the qualifications of the above participants are in conformity with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and the articles of association, and are legal and valid. 3、 Interim proposal
The extraordinary general meeting considered the interim proposal on the general election of the board of supervisors and the nomination and election of the supervisors of the Fifth Board of supervisors (sub proposal: the proposal on the nomination and election of Liu Hong as the non employee representative supervisor of the Fifth Board of supervisors and the proposal on the nomination and election of Xu Wenzhi as the non employee representative supervisor of the Fifth Board of supervisors).
After verification by the lawyers of the firm, the board of supervisors of the company received the letter on proposing to convene the third extraordinary general meeting of shareholders in Landocean Energy Services Co.Ltd(300157) 2021 sent by the shareholder Beijing shuosheng Technology Information Consulting Co., Ltd. (hereinafter referred to as “Beijing shuosheng”) on December 8, 2021, nominating Liu Hong and Xu Wenzhi as candidates for non employee representative supervisors. On December 10, 2021, the board of directors of the company received the letter of the board of supervisors on the interim proposal for adding Landocean Energy Services Co.Ltd(300157) shareholders’ meeting. The 22nd Meeting of the Fourth Board of supervisors considered and adopted the proposal on the general election of the board of supervisors and nomination and election of the supervisors of the Fifth Board of supervisors on December 10, 2021, The term of office of the Fourth Board of supervisors of the company will expire on December 26, 2021. It is resolved to nominate Mr. Liu Hong and Mr. Xu Wenzhi as candidates for non employee representative supervisors of the Fifth Board of supervisors of the company.
According to the verification of our lawyers, the proposal and announcement of the above-mentioned interim proposals and the deliberation of this general meeting of shareholders are in conformity with the provisions of the company law, the securities law, the rules of the general meeting of shareholders and the articles of association, and are legal and effective. 4、 Voting procedures and results of the general meeting of shareholders
(i) Voting procedure
In the on-site meeting, the shareholders and their entrusted agents fulfilled all the agenda of the meeting, deliberated the proposals listed in the meeting in writing and voted by open ballot. The votes of shareholders were counted and monitored according to the procedures specified in the rules of the general meeting of shareholders and the articles of association, and the voting results were announced at the meeting.
Online voting shall be conducted through the online voting system of Shenzhen Stock Exchange within the time period determined in the meeting notice.
（2） Voting results
After on-site voting and online voting, the company consolidated and counted the voting results of the two voting methods. The shareholders’ meeting deliberated and adopted the following proposals:
No. proposal name
1.00 proposal on the general election of the board of directors and the nomination bank’s election of non independent directors of the Fifth Board of directors 1.01 proposal on the nomination and election of Zhang Houji as non independent directors of the Fifth Board of directors 1.02 proposal on the nomination and election of Jiang Yuxin as non independent directors of the fifth board of directors
No. proposal name
1.03 proposal on nominating and electing Liu Qingfeng as a non independent director of the 5th board of directors 1.04 proposal on nominating and electing long Haibin as a non independent director of the 5th board of directors 1.05 proposal on nominating and electing sun Yuqin as a non independent director of the 5th board of directors 1.06 proposal on nominating and electing Wang lifeI as a non independent director of the 5th board of directors 1.07 proposal on nominating and electing Li Xianyao as a non independent director of the 5th board of directors Proposal on non independent directors of the board of directors 1.08 proposal on nominating and electing Li Wanjun as a non independent director of the Fifth Board of directors 2.00 proposal on general election of the board of directors and nomination and election of independent directors of the Fifth Board of directors 2.01 proposal on nominating and electing an Jiangbo as an independent director of the Fifth Board of directors 2.02 proposal on nominating and electing Shi Jingmin as an independent director of the Fifth Board of directors 2.03 Proposal on nomination and election of Wang Pu as independent director of the 5th board of directors 2.04 proposal on nomination and election of Guo Rong as independent director of the 5th board of directors 2.05 proposal on nomination and election of Chen Jiangtao as independent director of the 5th board of directors 3.00 proposal on general election of the board of supervisors and nomination and election of independent director of the 5th board of directors 3.01 proposal on nomination and election of Liu Hong as non independent director of the 5th board of supervisors Proposal on employee representative supervisor 3.02 proposal on nomination and election of Xu Wenzhi as non employee representative supervisor of the Fifth Board of supervisors
Note 1: the above proposals are ordinary proposals and adopt the cumulative voting system.
The voting was as follows:
Serial number: proportion of affirmative votes (%); proportion of dissenting shares (%); proportion of abstaining shares (%)
1.01229,224,82795.8795——–
1.02233,054,52897.4814——–
1.03233,163,16397.5268——–
1.04241,385,980100.9662——–
1.05234,053,66497.8993——–
1.06240,994,664100.8025——–
1.07228,887,30395.7383——–
1.08227,843,70595.3018——–
2.01237,374,78499.2884——–
2.02242,117,803101.2723——–
2.03231,924,78897.0088——–
Serial number: proportion of affirmative votes (%); proportion of dissenting shares (%); proportion of abstaining shares (%)
2.04228,529,40195.5886——–
2.05229,183,22795.8621——–
3.01235,451,06098.4838——–
3.02235,122,16198.3462——–
Note 2: the above proportion refers to the proportion in the total number of voting shares attending the meeting.
The voting of minority shareholders is as follows:
Serial number: proportion of affirmative votes (%); proportion of dissenting shares (%); proportion of abstaining shares (%)
1.0139,466,67480.0252——–
1.0243,296,37587.7905
