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Landocean Energy Services Co.Ltd(300157) related verification matters
Special opinions
March 2022
To: Landocean Energy Services Co.Ltd(300157)
On February 24, 2022, Landocean Energy Services Co.Ltd(300157) (hereinafter referred to as ” Landocean Energy Services Co.Ltd(300157) ” or “the company”) received the notice on Landocean Energy Services Co.Ltd(300157) (GEM notice [2022] No. 130) (hereinafter referred to as “the notice”) issued by the management department of gem company of Shenzhen Stock Exchange, requiring the company to hire a lawyer to check and express clear opinions on relevant matters, Beijing Jiuxu law firm (hereinafter referred to as “the firm”) has accepted the entrustment of the company, 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, the governance standards of listed companies, the rules for independent directors of listed companies, the Listing Rules of Shenzhen Stock Exchange gem and other relevant laws Laws and regulations, some rules and other normative documents, as well as the Landocean Energy Services Co.Ltd(300157) articles of Association (hereinafter referred to as the “articles of association”) and other relevant systems of the company, verify the relevant matters involved in the letter of concern, and issue this special opinion. In order to issue this special opinion, the exchange has obtained the following guarantee from the company and relevant subjects: the company and relevant subjects have provided the necessary, complete and true original written materials, copy materials, oral testimony or certificate for issuing this special opinion, without any falsehood, omission or concealment, the relevant copy materials or copies are consistent with the original, and all documents The information is true, accurate, complete and valid, and there is no change, change or invalidation as of the date when such documents and information are provided to the exchange to the date when this special opinion is issued.
If the documents and information provided by the company and relevant subjects are incomplete or false, omitted or concealed, the exchange will not bear the relevant legal liabilities arising therefrom.
The exchange has checked the documents and information related to the issuance of this special opinion, and issued verification opinions according to the relevant facts that have occurred or exist before the date of issuance of this special opinion, as well as the current effective laws, regulations, departmental rules and other normative documents.
This special opinion is used by the company to reply to the letter of concern and make an announcement according to the relevant information disclosure requirements. In addition to the foregoing, this special opinion shall not be used for any other purpose or purpose without the written consent of the exchange.
The exchange does not authorize any unit or individual to make any explanation or explanation on this special opinion.
Based on the above, in accordance with the business standards and ethics recognized by the lawyer industry, this special opinion is issued as follows: question: whether shuosheng technology meets the conditions for the board of supervisors to convene the extraordinary general meeting of shareholders, the completeness of the procedures for the board of supervisors to issue the notice of convening the extraordinary general meeting of shareholders, and the compliance of the performance qualification of supervisor Feng Shanshan, And whether the convening is legal and effective
(I) whether shuosheng technology meets the conditions for the board of supervisors to convene an extraordinary general meeting of shareholders
1. Relevant facts about the problem
According to the letter on shareholders’ request for convening an extraordinary general meeting of shareholders sent by Beijing shuosheng Technology Information Consulting Co., Ltd. (hereinafter referred to as “shuosheng technology”) to the board of directors and the letter on shareholders’ request for the board of supervisors to convene an extraordinary general meeting of shareholders sent to the board of supervisors The voting right entrustment agreement, supplementary agreement, relevant e-mail and other information, as well as the relevant announcements disclosed by the company, the relevant facts about the subject matter are as follows:
1) On February 9, 2022, the Securities Department of the company and sun Yuqin, the then chairman of the board of directors, received the letter on shareholders’ request for convening an extraordinary general meeting of shareholders (hereinafter referred to as the “proposal letter to the board of directors”) sent by the controlling shareholder shuosheng technology to the board of directors of the company. In order to safeguard the interests of the company and the legitimate rights and interests of the majority of shareholders and promote the normal operation and development of the company, As a shareholder holding more than 10% of the voting rights of the company, shuosheng technology submitted to the board of directors of the company to convene an extraordinary general meeting of shareholders to consider the proposal on removing sun Yuqin from the post of director. According to the fact that 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 between shuosheng technology and Wang Xiaose, and the civil judgment (2021) Jing 01 min Zhong 7069 of Beijing No. 1 Intermediate People’s court, Shuosheng technology owns 17.38% of the voting shares of the company.
2) On February 17, 2022, the Securities Department of the company again notified all directors of the company by email and wechat, prompting the board of directors to give written feedback on whether they agree or disagree with the proposal letter to the board of directors.
3) At the expiration of 10 days from the date when the company received the proposal letter to the board of directors submitted by shuosheng technology on February 9, 2022, the board of directors of the company did not discuss and consider the proposal of the proposal letter to the board of directors on removing sun Yuqin from his position as a director and convening an extraordinary general meeting of shareholders, The board of directors of the company also did not give written feedback on whether it agreed or disagreed with the proposal of convening an extraordinary general meeting of shareholders in the proposal letter to the board of directors.
4) On February 20, 2022, shuosheng technology sent to all the supervisors of the company the letter on shareholders requesting the board of supervisors to convene an extraordinary general meeting of shareholders (hereinafter referred to as the “proposal letter to the board of supervisors”), Since shuosheng technology submitted the proposal letter to the board of directors to the board of directors on February 9, 2022, proposed to convene an extraordinary general meeting of shareholders and consider the proposal on removing sun Yuqin from the post of director, and the board of directors of the company did not give written feedback of agreement or disagreement within 10 days after receiving the proposal letter to the board of directors, Shuosheng technology proposed to the board of supervisors of the company to convene an extraordinary general meeting of shareholders and review the proposal on removing sun Yuqin from the post of director.
5) On February 22, 2022, the company disclosed the announcement on the board of supervisors receiving the letter of shareholders requesting to convene an extraordinary general meeting (Announcement No.: 2022023), and the board of supervisors received the letter of proposal to the board of supervisors submitted by shuosheng technology on February 20, 2022.
2. Relevant applicable laws, regulations, departmental rules, normative documents, articles of association and other relevant provisions. 1 according to the voting power entrustment agreement and its supplementary agreement, shuosheng technology has the right to exercise the above entrusted shareholder rights according to its own will and within the entrustment period, in accordance with relevant laws, regulations, articles of association and other governance systems in force at that time. Ms. Li Liping and Ms. Wang Xiaose will no longer issue power of attorney to shuosheng technology on the above specific matters. The voting right entrustment is limited to December 31, 2023.
Article 100 of the company law stipulates that “the general meeting of shareholders shall be held once a year. Under any of the following circumstances, an extraordinary general meeting of shareholders shall be held within two months:… (III) at the request of shareholders who individually or jointly hold more than 10% of the shares of the company…” Article 101 stipulates, “The shareholders’ meeting shall be convened by the board of directors and presided over by the chairman; if the chairman is unable or fails to perform his duties, it shall be presided over by the vice chairman; if the vice chairman is unable or fails to perform his duties, it shall be presided over by a director jointly recommended by more than half of the directors.
If the board of directors is unable or fails to perform the duty of convening the general meeting of shareholders, the board of supervisors shall convene and preside over the meeting in time; If the board of supervisors does not convene and preside over the meeting, shareholders who individually or jointly hold more than 10% of the company’s shares for more than 90 consecutive days may convene and preside over the meeting on their own. “
According to Article 9 of the rules for the general meeting of shareholders of listed companies, “Ordinary shareholders who individually or jointly hold more than 10% of the company’s shares (including preferred shareholders whose voting rights are restored) Have the right to request the board of directors to convene an extraordinary general meeting of shareholders, and submit it to the board of directors in writing. The board of directors shall, in accordance with the provisions of laws, administrative regulations and the articles of association, give written feedback on whether to agree or disagree to convene the extraordinary general meeting of shareholders within 10 days after receiving the request. If the board of directors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within five days after the resolution of the board of directors is made. Any change to the original request in the notice shall be approved by the relevant shareholders. If the board of directors disagrees with the convening of the extraordinary general meeting of shareholders, or fails to give feedback within 10 days after receiving the request, ordinary shareholders (including preferred shareholders whose voting rights are restored) who individually or jointly hold more than 10% of the company’s shares have the right to propose to the board of supervisors to convene the extraordinary general meeting of shareholders, and shall submit a request to the board of supervisors in writing. If the board of supervisors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within five days after receiving the request. The change of the original request in the notice shall be approved by the relevant shareholders. If the board of supervisors fails to issue the notice of the general meeting of shareholders within the prescribed time limit, it shall be deemed that the board of supervisors does not convene and preside over the general meeting of shareholders. Ordinary shareholders (including preferred shareholders whose voting rights have been restored) who individually or jointly hold more than 10% of the shares of the company for more than 90 consecutive days may convene and preside over the general meeting of shareholders on their own. “
According to Article 48 of the articles of association, “Shareholders who individually or jointly hold more than 10% of the company’s shares have the right to request the board of directors to convene an extraordinary general meeting, and shall submit it to the board of directors in writing. The board of directors shall, in accordance with the provisions of laws, administrative regulations and the articles of Association, submit written feedback on whether they agree or disagree to convene an extraordinary general meeting within 10 days after receiving the request. The board of directors agrees to convene an extraordinary general meeting If the shareholders’ meeting is held, the notice of convening the shareholders’ meeting shall be issued within 5 days after the resolution of the board of directors is made. The change of the original request in the notice shall be approved by the relevant shareholders. If the board of directors does not agree to convene the extraordinary general meeting of shareholders, or fails to give feedback within 10 days after receiving the request, the shareholders individually or jointly holding more than 10% of the company’s shares have the right to propose to the board of supervisors to convene the extraordinary general meeting of shareholders, and shall submit a request to the board of supervisors in writing. If the board of supervisors agrees to convene an extraordinary general meeting of shareholders, it shall issue a notice of convening the general meeting of shareholders within 5 days after receiving the request. Any change to the original proposal in the notice shall be approved by the relevant shareholders. If the board of supervisors fails to issue the notice of the general meeting of shareholders within the specified time limit, it shall be deemed that the board of supervisors does not convene and preside over the general meeting of shareholders. Shareholders who individually or jointly hold more than 10% of the shares of the company for more than 90 consecutive days may convene and preside over the general meeting of shareholders by themselves. “
3. Special opinions
As mentioned above, as the controlling shareholder of the company, shuosheng technology owns 17.38% of the voting shares of the company. On February 9, 2022, shuosheng Technology issued a proposal letter to the board of directors to request the board of directors to convene an extraordinary general meeting of shareholders to consider and vote on the proposal on removing sun Yuqin from the post of director; As of February 19, 2022, the board of directors of the company has not put forward written feedback on the approval or disapproval of shuosheng technology’s proposal to convene an extraordinary general meeting of shareholders; On February 20, 2022, shuosheng Technology issued the proposal letter to the board of supervisors to all the supervisors of the company. In view of the proposal letter to the board of directors submitted by shuosheng technology to the board of directors of the company on February 9, 2022, shuosheng technology proposed to convene an extraordinary general meeting of shareholders and consider the proposal on removing sun Yuqin from the post of director, Within 10 days after receiving the proposal letter to the board of directors, the board of directors of the company did not give a written feedback of consent or disagreement. Shuosheng technology proposed to the board of supervisors of the company to convene an extraordinary general meeting of shareholders and consider the proposal on removing sun Yuqin from the post of director.
Based on the above, the exchange believes that as the controlling shareholder of the company and owns 17.38% of the voting shares of the company, shuosheng technology proposes to convene an extraordinary general meeting of shareholders to the board of directors of the company according to law; If the board of directors of the company fails to give a written feedback of consent or disagreement within the specified time limit, shuosheng technology continues to propose to the board of supervisors of the company to convene an extraordinary general meeting of shareholders in accordance with the law; Shuosheng technology is qualified to request the board of supervisors of the company to convene an extraordinary general meeting. The above-mentioned request for the company to convene an extraordinary general meeting complies with Articles 100 and 101 of the company law, Article 9 of the rules for the general meeting of shareholders of listed companies and Article 48 of the articles of Association.
(II) compliance of supervisor Feng Shanshan’s performance qualification
1. Relevant facts about the problem
According to the relevant materials and announcement documents of the second meeting of the 5th board of supervisors provided by the company, the rules of procedure of the board of supervisors and the working rules of the general manager of the company, relevant e-mail and other information and relevant announcements disclosed by the company, the relevant facts about the problems are as follows:
1) On February 20, 2022, after all the supervisors of the company received the proposal letter to the board of supervisors, the chairman of the board of supervisors sent a notice to the supervisors of other companies to convene the second meeting of the Fifth Board of supervisors of the company. It is planned to convene the meeting of the board of supervisors by on-site and communication in the conference room on the 5th floor of the company at 10:00 a.m. on February 23, 2022, Review the proposal on shareholders’ request for convening the extraordinary general meeting of shareholders and the proposal on convening the first extraordinary general meeting of shareholders in 2022.
2) At 10:00 a.m. on February 23, 2022, the second meeting of the Fifth Board of supervisors of the company was held in the conference room on the 5th floor of the company. There were 3 supervisors and 3 actual supervisors. The Secretary of the board of directors (Acting) of the company attended the meeting as nonvoting delegates. The meeting was presided over by Mr. Liu Hong, chairman of the board of supervisors. At 9:04 on February 23, 2022, less than one hour before the second meeting of the Fifth Board of supervisors, sun Yuqin, the director and general manager of the company, sent an email to Ms. Feng Shanshan, the employee representative supervisor, and Mr. Liu Hong, the chairman of the board of supervisors, In the name of the company, the labor relationship between the company and Ms. Feng Shanshan was “terminated” on the grounds of “being absent from work for 3 consecutive days and leaving late and early for many consecutive days”, and claimed that Ms. Feng Shanshan no longer has the qualification of employee supervisor. According to Article 24 of the company’s working rules for the general manager, “when the general manager appoints or removes the person in charge of the company’s Department, the personnel department of the company shall first assess and the general manager shall decide on the appointment and removal”. After verification by the manager of the personnel department of the company, the personnel department of the company was unaware of the above-mentioned appointment and removal matters, did not start any assessment procedures for these matters, and did not receive the written decision of the general manager of the company on the above-mentioned appointment and removal matters. The board of supervisors of the company believes that sun Yuqin “terminated” the labor relationship with Ms. Feng Shanshan in the name of the company without performing the necessary procedures in accordance with the relevant systems of the company, which violates the relevant systems of the company; In addition, according to the articles of association and the rules of procedure of the board of supervisors, the employee representative supervisors shall be democratically elected or replaced through the company’s employee congress, employee congress or other forms; Sun Yuqin’s dismissal and dismissal of Ms. Feng Shanshan has no legal basis and legal effect, and Ms. Feng Shanshan still has the qualification of employee representative supervisor; Sun Yuqin’s above-mentioned behavior is intended to interfere with the public
