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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 March 2, 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. 137) (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 the relevant arrangements of shuosheng technology for setting the preconditions for the effectiveness of the voting results of some temporary proposals comply with the provisions of articles 2.1.5 and 4.3.3 of the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on gem (hereinafter referred to as the guidelines No. 2), Whether a clear and effective voting result of the general meeting of shareholders can be formed, and whether the contents of this interim proposal comply with the provisions of article 2.1.6 of guideline 2
1、 Main contents of the temporary proposal put forward by shuosheng Technology
According to the letter on adding temporary proposals to the first extraordinary general meeting of shareholders in Landocean Energy Services Co.Ltd(300157) 2022 submitted by Beijing shuosheng Technology Information Consulting Co., Ltd. (hereinafter referred to as “shuosheng technology”) to the board of supervisors of the company Information on matters related to the letter of concern, relevant e-mails and other information, as well as relevant announcements disclosed by the company. The relevant facts about the questions are as follows:
1. On February 28, 2022, the company received the letter on adding temporary proposal to the first extraordinary general meeting of shareholders in Landocean Energy Services Co.Ltd(300157) 2022 (hereinafter referred to as “temporary proposal letter”) submitted by shuosheng technology, a shareholder with more than 3% voting rights of the company, to the board of supervisors of the company, Shuosheng technology proposes that the company’s first extraordinary general meeting of shareholders in 2022 increase the consideration of seven proposals, including the proposal on removing Zhang’s successor directors (hereinafter referred to as “Interim proposal” or “this interim proposal”).
According to the interim proposal letter, shuosheng technology proposes that the company’s first extraordinary general meeting of shareholders in 2022 consider the following proposals:
Proposal 1: proposal on the removal of Zhang successor director.
Proposal 2: proposal on removing Liu Qingfeng from his post as director.
Proposal 3: proposal on removing Li Xianyao from his position as a director.
Proposal 4: proposal on dismissing Li Wanjun as a director.
Proposal v. proposal on nominating and electing non independent directors of the 5th board of directors of the company:
Sub proposal 1: proposal on nominating and electing Ms. Wang Xiaose as a non independent director of the Fifth Board of directors of the company; Sub proposal 2: proposal on nominating and electing Mr. Yang Yong as a non independent director of the Fifth Board of directors of the company;
Sub proposal 3: proposal on nominating and electing Mr. Yan Haijun as a non independent director of the Fifth Board of directors of the company; Sub proposal 4: proposal on nominating and electing Mr. Wu Wenhao as a non independent director of the Fifth Board of directors of the company; Sub proposal 5: proposal on nominating and electing Ms. Wang Yanqiu as a non independent director of the Fifth Board of directors of the company; Sub proposal 6: proposal on nominating and electing Ms. Yu Xuexia as a non independent director of the Fifth Board of directors of the company. Proposal 6: proposal on nominating and electing Ms. Wang Xiaose as a non independent director of the 5th board of directors of the company.
Proposal 7: proposal on nominating and electing Mr. Wang Lei as the non employee representative supervisor of the 5th board of supervisors of the company. Notes to the interim proposal letter: 1. The voting results of the above proposal V proposal on nominating and electing non independent directors of the 5th board of directors of the company came into effect. The proposal on removing sun Yuqin from the post of director, the proposal on removing Zhang Jiji from the post of director and the proposal on removing Liu Qingfeng from the post of director were deliberated and adopted at this shareholders’ meeting The proposal on dismissing Li Xianyao as a director and the proposal on dismissing Li Wanjun as a director are preconditions for all five proposals. If the proposal on dismissing sun Yuqin as a director, the proposal on dismissing Zhang successor as a director, the proposal on dismissing Liu Qingfeng as a director, and the proposal on dismissing Li Xianyao as a director If all five proposals of the proposal on removing Li Wanjun from the post of director have been deliberated at this shareholders’ meeting, but any of the above five proposals has not been passed (including five proposals), the voting results of the proposal on nominating and electing non independent directors of the Fifth Board of directors of the company will not take effect, and the corresponding additional non independent directors will not be elected. 2. The proposal on the removal of Ms. Liu QingQin from the post of independent director, the proposal on the removal of Ms. Wang QingQin from the post of director after the deliberation of the 5th shareholders’ meeting, and the proposal on the removal of Ms. Wang QingQin from the post of independent director shall take effect The proposal on dismissing Li Xianyao from his position as a director and the proposal on dismissing Li Wanjun from his position as a director, but the failure of any of the above five proposals (including none of the five proposals) is a prerequisite.
If all five proposals of the proposal on the removal of sun Yuqin from the post of director, the proposal on the removal of Zhang subsequent director, the proposal on the removal of Liu Qingfeng from the post of director, the proposal on the removal of Li Xianyao from the post of director and the proposal on the removal of Li Wanjun from the post of director have been considered and passed at this shareholders’ meeting, Then the voting result of the above proposal 6 “proposal on nomination and election of Ms. Wang Xiaose as non independent director of the Fifth Board of directors of the company” will not take effect, and the corresponding additional non independent director will not be elected.
2. On March 1, 2022, the company disclosed the announcement on receiving the interim proposal from shareholders (Announcement No.: 2022031) and the announcement on adding the interim proposal for the first extraordinary general meeting in 2022 and the supplementary notice on convening the first extraordinary general meeting in 2022 (Announcement No.: 2022033), and disclosed the receipt of the interim proposal letter and its related contents, And made special notes on the temporary proposal added this time, “1. Proposal 5 is a cumulative voting proposal, which should be voted by cumulative voting; proposals 1, 2, 3, 4, 6 and 7 are non cumulative voting proposals; 2. The above seven proposals are voted by the general meeting of shareholders of the company by ordinary resolution; 3. Proposal 5: proposal on nomination and election of non independent directors of the Fifth Board of directors of the company” The effectiveness of the voting results is subject to the deliberation and approval of the proposal on the removal of sun Yuqin, the proposal on the removal of Zhang successor, the proposal on the removal of Liu Qingfeng, the proposal on the removal of Li Xianyao and the proposal on the removal of Li Wanjun. If the proposal on dismissing sun Yuqin as a director, the proposal on dismissing Zhang successor as a director, the proposal on dismissing Liu Qingfeng as a director, and the proposal on dismissing Li Xianyao as a director If all five proposals of the proposal on removing Li Wanjun from the post of director have been deliberated at the shareholders’ meeting, but any of the above five proposals has not been passed (including five proposals), the voting results of the proposal on nominating and electing non independent directors of the Fifth Board of directors of the company will not take effect, and the corresponding additional non independent directors will not be elected. 4. The voting results of proposal 6 on the nomination and election of Ms. Wang Xiaose as a non independent director of the Fifth Board of directors of the company will come into force. The proposal on the removal of sun Yuqin as a director, the proposal on the removal of Zhang successor as a director and the proposal on the removal of Liu Qingfeng as a director will be considered at this shareholders’ meeting The proposal on dismissing Li Xianyao from his position as a director and the proposal on dismissing Li Wanjun from his position as a director, but the failure of any of the above five proposals (including none of the five proposals) is a prerequisite. If all five proposals of the proposal on the removal of sun Yuqin from the post of director, the proposal on the removal of Zhang subsequent director, the proposal on the removal of Liu Qingfeng from the post of director, the proposal on the removal of Li Xianyao from the post of director and the proposal on the removal of Li Wanjun from the post of director have been considered and passed at this shareholders’ meeting, The voting result of proposal 6 “proposal on nominating and electing Ms. Wang Xiaose as a non independent director of the Fifth Board of directors of the company” will not take effect, and the corresponding additional non independent directors will not be elected. “
3. On March 7, 2022, the company received the statement on matters related to the letter of concern issued by shuosheng technology to further explain the issues related to the interim proposal in the letter of concern. Among them, shuosheng technology further explained the preconditions for the effectiveness of the voting results of proposal 5 and proposal 6 in the letter of interim proposal:
“This general meeting of shareholders needs to consider the proposal to remove directors first, and there is uncertainty about whether these proposals can be considered and passed, which leads to uncertainty about the number of vacant seats of the company’s directors. Therefore, in order to ensure the compliance of the interim proposal, the rationality of the setting and the clarity of the voting results, shuosheng technology sets effective preconditions for the voting results of proposal 5 and proposal 6 respectively Pieces. The details are as follows:
(1) Reasons for setting effective conditions for voting results of proposal 5
According to article 2.1.15 of guideline 2, a listed company shall implement a cumulative voting system during the election of directors and supervisors, except for the election of a director or supervisor. In view of the proposed election of 6 directors and more than 2 directors in proposal 5, cumulative voting shall be implemented; The cumulative voting system shall be implemented, and the number of directors to be elected under the five proposals shall not exceed the number of directors to be elected (the number of vacant directors on the board of directors of the company). In order to ensure the certainty of the number of directors to be elected, the voting result of proposal 5 takes effect on the premise that the proposal on the removal of sun Yuqin as a director and the four removal proposals from proposal 1 to proposal 4 under the interim proposal letter (hereinafter collectively referred to as the “five removal proposals”) have been considered and passed. That is, if all the five directors’ removal proposals are considered and passed, there will be 6 vacant non independent director seats (including 1 vacant director seat in the company), and the number of optional directors is 6; In proposal 5, a total of 6 directors are nominated and elected, which does not exceed the number of optional directors and is operable.
(2) Proposal 6 reasons for setting effective conditions for voting results
According to article 2.1.15 of guideline 2, a listed company shall implement a cumulative voting system during the election of directors and supervisors, except for the election of a director or supervisor. Proposal 6 only nominates one non independent director and does not implement the cumulative voting system. If any proposal (including five proposals for the election of non independent directors) is not passed, the result of the removal shall be taken as the result of avoiding the conflict with the voting of five proposals for the election of non independent directors. That is, if the five proposals to remove directors are reviewed and passed at the shareholders’ meeting, the voting results of proposal 5 will take effect, the voting results of proposal 6 will not take effect, and there will be no conflict between the voting results of proposal 5 and proposal 6; If any or all of the five proposals for the removal of directors have been considered but not adopted, and there are more than one (including the number) and less than five (including the number) non independent directors vacant on the 5th board of directors of the company, the voting results of proposal 5 will not take effect, and the voting results of proposal 6 will take effect. In proposal 6, a total of one director shall be nominated and elected, and the number of directors to be elected shall not exceed the number of optional directors.
Based on the above, the reason why proposal 5 and proposal 6 in the interim proposal letter set the effective premise of the voting results is that the shareholders’ meeting needs to consider the proposal to remove directors first, and there is uncertainty about whether these proposals can be considered and passed, resulting in uncertainty about the number of vacant seats of directors of the company; The preconditions for the effectiveness of the voting results of proposal 5 and proposal 6 are clear, specific and fully based, and there is no possibility that the two proposals will take effect at the same time, and there is no conflict between the voting results of the two proposals. “
2、 Special opinions
As mentioned above, there are preconditions for the effectiveness of the voting results of proposal 5 and proposal 6 in the interim proposal letter, mainly because the shareholders’ meeting needs to consider the proposal to remove directors first, and there is uncertainty about whether these proposals can be considered and passed, resulting in uncertainty about the number of vacant seats of directors of the company; The preconditions for the effectiveness of the voting results of proposal 5 and proposal 6 are clear, specific and fully based, and there is no possibility that the two proposals will take effect at the same time, and there is no conflict between the voting results of the two proposals; The board of supervisors of the company has made special tips on the relationship between the proposals in the announcement on adding interim proposals to the first extraordinary general meeting in 2022 and supplementary notice on convening the first extraordinary general meeting in 2022 (Announcement No.: 2022033); Proposal 5 and proposal 6 are to ensure the smooth operation of the company’s board of directors and restore the order of corporate governance, and will not have a significant adverse impact on the interests of the company and minority shareholders. This visit
