Securities code: Landocean Energy Services Co.Ltd(300157) securities abbreviation: Landocean Energy Services Co.Ltd(300157) No.: 2022041 Landocean Energy Services Co.Ltd(300157)
Announcement on the reply to the letter of concern of Shenzhen Stock Exchange
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.
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 concern letter [2022] No. 137, hereinafter referred to as “the letter of concern”) issued by the management department of gem company of Shenzhen Stock Exchange on March 2, 2022. The board of directors of the company attached great importance to the issues raised in the letter of concern. After research and implementation one by one, The replies to the questions involved in the letter of concern (hereinafter referred to as “this reply”) are as follows:
1、 According to the announcement, the reason for shuosheng technology to remove Zhang Houji and other four directors is “to ensure the smooth operation of the company’s board of directors”. Shuosheng technology is requested to explain the specific reasons for removing relevant directors in combination with the operation of the company’s board of directors in the early stage, and whether the removal arrangement is conducive to the effectiveness and stability of corporate governance. Your company is requested to disclose the opinions of relevant directors on the removal proposal, and ask independent directors to verify the removal matters and express independent opinions.
reply:
(I) explanation of shuosheng technology on the specific reasons for the removal of relevant directors and whether the removal arrangement is conducive to the effectiveness and stability of corporate governance
According to the statement on matters related to the letter of concern sent by the controlling shareholder of the company, Beijing shuosheng Technology Information Consulting Co., Ltd. (hereinafter referred to as “shuosheng technology”), shuosheng technology explains the specific reasons for the removal of Zhang Houji and other four directors and whether the removal arrangement is conducive to the effectiveness and stability of corporate governance as follows:
1. Zhang Houji and other four directors seriously interfered with the independent directors of the company in exercising their functions and powers according to law
After receiving the notice of the fourth meeting of the Landocean Energy Services Co.Ltd(300157) 5th board of directors and relevant proposals on February 10, 2022, the three independent directors of the company, an Jiangbo, Shi Jingmin and Chen Jiangtao, considered that the relevant proposals were insufficiently demonstrated and the meeting materials provided were insufficient to support a reasonable judgment on the relevant proposals. According to Article 25 of the rules for independent directors of listed companies, On February 13, 2022, a joint written request was made to postpone the fourth meeting of the Fifth Board of directors.
Paragraph 1 of Article 25 of the rules for independent directors of listed companies stipulates that, “A listed company shall ensure that independent directors enjoy the same right to know as other directors. For matters that need to be decided by the board of directors, the listed company must notify the independent directors in advance according to the legal time and provide sufficient materials at the same time. If the independent directors think the materials are insufficient, they can request supplement. When two or more independent directors think the materials are insufficient or the argument is unclear , they may jointly propose in writing to the board of directors to postpone the convening of the meeting of the board of directors or the deliberation of the matter, which shall be adopted by the board of directors. ” Article 26 stipulates that “when independent directors exercise their functions and powers, relevant personnel of the listed company shall actively cooperate, and shall not refuse, hinder or conceal, nor interfere with their independent exercise of functions and powers.” According to Article 31 of the standards for the governance of listed companies, “The meeting of the board of directors shall be held in strict accordance with the prescribed procedures. The board of directors shall notify all directors in advance at the prescribed time and provide sufficient materials. If two or more independent directors believe that the materials are incomplete or the demonstration is insufficient, they may jointly propose in writing to the board of directors to postpone the meeting or postpone the deliberation of the matter, which shall be adopted by the board of directors and the listed company shall When relevant information is disclosed in a timely manner. ” Article 2.2.3 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, “The meeting of the board of directors shall be convened and held in strict accordance with the rules of procedure of the board of directors, and all directors shall be notified in advance as required, and sufficient meeting materials shall be provided, including all information, data and materials required by directors for voting on the proposal, such as relevant background materials of the meeting topics, prior approval of independent directors…” according to paragraph 2 of Article 28 of the company’s independent director system, “When two or more independent directors believe that the information is insufficient or the argument is unclear, they can jointly submit a written proposal to the board of directors to postpone the convening of the board of directors meeting or the deliberation of the matter, which shall be adopted by the board of directors”.
According to the above provisions, the company shall ensure that the independent directors exercise their functions and powers. For matters that need to be decided by the board of directors, the independent directors shall be notified on time and sufficient materials shall be provided before the meeting of the board of directors; When two or more independent directors of the company think that the information is incomplete or the argument is insufficient, and put forward the request to postpone the meeting to the board of directors, the board of directors shall adopt it, that is, the board of directors, the convener of the meeting of the board of directors or other directors shall not refuse the request of two or more independent directors to postpone the meeting of the board of directors.
However, on the evening of February 13, 2022, in response to the request of three independent directors an Jiangbo, Shi Jingmin and Chen Jiangtao to postpone the meeting of the board of directors, the then Chairman Sun Yuqin, director Zhang Jiji, director Liu Qingfeng, director Li Xianyao, director Li Wanjun, independent director Guo Rong and independent director Wang Pu unanimously and openly rejected the above reasonable request of the three independent directors.
Based on the above, the acts of Zhang Jiji and other four directors violated the relevant provisions of the rules for independent directors of listed companies, the guidelines for the governance of listed companies and the company’s independent director system, seriously interfered with the exercise of functions and powers of the company’s independent directors according to law, and had a serious adverse impact on the normal and standardized operation of the company’s board of directors.
2. Directors Zhang Houji and Li Xianyao tried to interfere with the normal convening of the second meeting of the Fifth Board of supervisors of the company
At about 9:00 a.m. on February 23, 2022, before the second meeting of the Fifth Board of supervisors of the company, the directors Zhang Houji and Li Xian wanted to go to the office of Liu Hong, then chairman of the board of supervisors and supervisor of the company, and tried to dissuade Liu Hong from presiding over the second meeting of the Fifth Board of supervisors in the presence of Wang lifeI, vice chairman (acting chairman of the company). In order to ensure the smooth convening of the meeting of the board of supervisors, Wang lifeI, acting as the Secretary of the board of directors, promptly stopped the above behaviors of director Zhang Jiji and director Li Xian interfering with the standardized operation of the board of supervisors before the second meeting of the Fifth Board of supervisors, and reminded these directors to abide by their duties of diligence and respect the relevant requirements of the standardized operation of listed companies, Finally, the second meeting of the Fifth Board of supervisors of the company was successfully held.
Article 150 of the company law stipulates that “Directors and senior managers shall truthfully provide relevant information and materials to the board of supervisors or the supervisors of a limited liability company without a board of supervisors, and shall not hinder the board of supervisors or supervisors from exercising their functions and powers”. Article 3.3.26 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies stipulates that “Directors and senior managers shall truthfully provide relevant information and materials to supervisors and shall not hinder supervisors from exercising their functions and powers”. Article 98 of the guidelines for the articles of association of listed companies and Article 98 of the articles of association of listed companies stipulate that “directors shall abide by laws, administrative regulations and the articles of association and bear the following obligations of diligence to the company:… (V) they shall truthfully provide relevant information and materials to the board of supervisors and shall not hinder the board of supervisors or supervisors from exercising their functions and powers”.
Based on the above, Zhang Jiji and Li Xianyao, as directors of the company, attempted to prevent the second meeting of the Fifth Board of supervisors from being held normally and interfere with the legitimate performance of duties of the company’s supervisors, in violation of the company law and the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM The guidelines for the articles of association of listed companies and other relevant laws and regulations and the requirements of the articles of association. According to paragraph 2 of Article 23 of the rules of procedure of the board of supervisors, “the Secretary of the board of directors and securities affairs representative shall attend the meeting of the board of supervisors as nonvoting delegates.”
3. Shareholders holding more than 3% of the company’s shares have the right to put forward interim proposals for the general meeting of shareholders
In accordance with article 13.2.2 of the guidelines for the general meeting of listed companies of Shenzhen Stock Exchange, article 13.2.2 of the guidelines for the regulation of listed companies listed on the Shenzhen Stock Exchange, article 6.2.1 of the articles of association of listed companies of Shenzhen Stock Exchange, article 13.2.2 of the guidelines for the regulation of listed companies listed on the gem, According to Articles 52 and 53 of the articles of association and articles 14 and 15 of the rules of procedure of the general meeting of shareholders of the company, ordinary shareholders (including preferred shareholders whose voting rights are restored) who individually or jointly hold more than 3% of the shares of the company may put forward interim proposals and submit them to the convener in writing 10 days before the general meeting of shareholders.
According to the provisions of the company law and the provisions of the Supreme People’s Court on Several Issues concerning the application of the company law of the people’s Republic of China (V), “the election and replacement of directors and supervisors not held by employee representatives and the decision on the remuneration of relevant directors and supervisors” shall be decided by the general meeting of shareholders, “If a director is removed from his post by an effective resolution of the shareholders’ meeting or the shareholders’ meeting before the expiration of his term of office, and his claim for removal has no legal effect, the people’s court shall not support it.” In April 2019, the CSRC revised the guidelines for the articles of association of listed companies, in which paragraph 1 of article 96 was revised to “directors shall be elected or replaced by the general meeting of shareholders and may be removed by the general meeting of shareholders before the expiration of their term of office”, and the content of “directors cannot be removed by the general meeting of shareholders without reason before the expiration of their term of office” was deleted.
Based on the above, shuosheng technology, as a shareholder with more than 3% of the voting rights of the company, has the right to propose an interim proposal to the convener of the extraordinary general meeting of shareholders according to law to remove relevant directors; The proposal to remove relevant directors shall become legally effective after being deliberated and approved by the general meeting of shareholders of the company.
To sum up, in view of the acts of Zhang Jiji and other four directors, such as seriously interfering with the legal exercise of functions and powers of the independent directors of the company and attempting to interfere with the normal convening of the second meeting of the Fifth Board of supervisors of the company, Zhang Jiji and other four directors are no longer suitable to continue to serve as directors of the company; As a shareholder with more than 3% of the voting rights of the company’s shares, shuosheng technology has the right to propose an interim proposal for the general meeting of shareholders according to law to remove such directors. The reasons for the removal are objective and sufficient. While proposing to remove Zhang Jiji and other four directors, shuosheng technology has nominated new director candidates to the first extraordinary general meeting of the company in 2022. Therefore, the proposed removal of Zhang Jiji and other four directors is conducive to improving the standardized operation of the company and maintaining the effectiveness and stability of corporate governance.
(II) opinions of relevant directors on the removal proposal
With regard to the proposal of shuosheng technology to remove Zhang Houji and other four directors, the directors of the company Zhang Houji, Liu Qingfeng, Li Xianyao Li Wanjun’s opinions are as follows: “first, on the premise that shuosheng technology has no right to separately propose to convene the first extraordinary general meeting of shareholders in 2022, this interim proposal does not fully comply with the provisions of the law. Second, according to the company law of the people’s Republic of China It is stipulated that shareholders who individually or jointly hold more than 3% of the shares of the company have the right to put forward interim proposals. Shuosheng technology holds less than 3% of the shares and has no right to put forward temporary proposals alone. 3、 According to the self regulatory guidelines for companies listed on the growth enterprise market of Shenzhen Stock Exchange No. 1 – business handling: general meeting of shareholders, if a shareholder puts forward an interim proposal, it shall provide the convener with supporting documents that independently or jointly hold more than 3% of the issued voting shares of the company. Where the shareholders jointly submit a proposal through entrustment, the entrusting shareholder shall issue a written authorization document to the entrusted shareholder. The shareholding ratio of shuosheng technology is less than 3%. If you want to make an interim proposal, you must cooperate with other shareholders. There is no written authorization document issued by the entrusted shareholder to the entrusted shareholder in the relevant materials provided by shuosheng technology. 4、 The reason for dismissing “to ensure the smooth operation of the company’s board of directors” is not sufficient, and it is only for the purpose of dismissing. Without further reasons to remove the four directors of the company, the removal will seriously split the board of directors. Zhang Houji has been elected as the chairman of the listed company. Removing the chairman without reasonable reasons will seriously damage the company’s image, affect the confidence of investors in the company, and easily cause stock price fluctuations and losses to small and medium-sized investors. 5、 Dismissing four directors who are actually jointly recommended by the company’s second and third largest shareholders without reasonable reasons will undermine the company’s scientific governance structure, easily form a situation of one dominant and one family’s words, and damage the interests of listed companies and investors. When the listed company is facing a serious debt crisis, the dismissal will lead to irreconcilable new contradictions among the major shareholders of the listed company. “. See Annex III of this reply for details.
(III) independent opinions of independent directors on dismissal
With regard to the proposal of shuosheng technology to remove Zhang Houji and other four directors, an Jiangbo, the independent director of the company Shi Jingmin and Chen Jiangtao expressed their independent opinions as follows: “1. As a shareholder with more than 3% of the voting rights of the company’s shares, shuosheng technology has the right to put forward an interim proposal to the convener of the extraordinary general meeting of shareholders and request the removal of relevant directors according to law; if the proposal to remove relevant directors is considered and approved by the general meeting of shareholders of the company, it will have legal effect. 2. In view of the serious interference of Zhang Jiji and other four directors in the exercise of functions and powers of independent directors of the company according to law In an attempt to interfere with the normal convening of the second meeting of the Fifth Board of supervisors of the company, Zhang Houji and other four directors are no longer suitable to continue to serve as directors of the company, and the reasons for removal are objective and sufficient. 3. While proposing to remove Zhang Jiji and other four directors, shuosheng technology has proposed to elect successor directors to the first extraordinary general meeting of shareholders in 2022. Therefore, the proposed removal of Zhang Jiji and other four directors is conducive to improving the standardized operation of the company and maintaining the effectiveness and stability of corporate governance. “. See Annex I of this reply for details.
Wang Pu and Guo Rong, independent directors of the company, made comments on the first II. Independent opinions on the overall issues of the two issues are as follows: “first, shuosheng technology holds less than 3% of the shares of listed companies, which does not meet the requirements of the company law The shareholders who individually or jointly hold more than 3% of the company’s shares specified in paragraph 2 of Article 102 have the right to submit the interim proposal proposed by shuosheng technology to the first extraordinary general meeting of the company in 2022, which is not in line with the provisions of the company law, the rules for the general meeting of shareholders of listed companies and the articles of association. 2、 We reviewed the meeting documents of the board of directors of the company since shuosheng technology became the controlling shareholder. Relevant directors actively participated in the meeting of the board of directors, were able to express their opinions and vote on the proposal of the board of directors, and were able to make effective resolutions. Therefore, we believe that the dismissal arrangement does not exist “conducive to the effectiveness and stability of corporate governance”. 3、 According to the working rules of the nomination committee of the board of directors, the nomination committee shall conduct qualification examination on the candidates for directors and make suggestions. However, before the relevant announcement, Wang Pu, an independent director, as the chairman of the nomination committee of the board of directors, did not receive any materials related to the candidates for directors. 4、 Take “as the guarantee”
