Securities code: Landocean Energy Services Co.Ltd(300157) securities abbreviation: Landocean Energy Services Co.Ltd(300157) No.: 2022043 Landocean Energy Services Co.Ltd(300157)
Suggestive announcement on convening the first extraordinary general meeting of shareholders in 2022
The company and all members of the board of supervisors 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”) decided at the second meeting of the Fifth Board of supervisors to hold the first extraordinary general meeting of shareholders in 2022 on March 11, 2022. For details, please refer to the disclosure on cninfo.com（ http://www.cn.info.com.cn. ）Notice of Landocean Energy Services Co.Ltd(300157) on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2022025); On February 28, 2022, the controlling shareholder of the company, Beijing shuosheng Technology Information Consulting Co., Ltd. (hereinafter referred to as “shuosheng technology”) submitted the letter on adding temporary proposals to the first extraordinary general meeting of shareholders in Landocean Energy Services Co.Ltd(300157) 2022 to the board of supervisors of the company, The board of supervisors of the company agreed to submit relevant interim proposals to the first extraordinary general meeting of shareholders in 2022 for deliberation and issue a supplementary notice of the general meeting of shareholders. For details, please refer to the disclosure on cninfo.com（ http://www.cn.info.com.cn. ）Announcement of Landocean Energy Services Co.Ltd(300157) on adding temporary proposal and supplementary notice on convening the first extraordinary general meeting in 2022 (Announcement No.: 2022033).
The general meeting of shareholders will be held by combining on-site voting and online voting. Now the relevant matters of the general meeting of shareholders are prompted as follows:
1、 Basic information of the meeting
1. Session of the general meeting of shareholders: the first extraordinary general meeting of shareholders in 2022
2. Convener of the general meeting of shareholders: the 5th board of supervisors of the company
On the legality and compliance of the reasons and procedures for the board of supervisors to convene the general meeting of shareholders on its own:
On February 9, 2022, shuosheng technology, the controlling shareholder of the company (holding more than 10% of the voting rights of the company in total), submitted the letter on shareholders’ proposal for convening an extraordinary general meeting of shareholders (hereinafter referred to as the “proposal letter to the board of directors”) to the board of directors of the company, and submitted it 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 his post of director.
At the expiration of 10 days after 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 issue a written feedback on whether it agreed or disagreed with the proposal letter to the board of directors submitted by shuosheng technology.
On February 20, 2022, shuosheng technology submitted the letter on shareholders requesting the board of supervisors to convene an extraordinary general meeting of shareholders to the board of supervisors of the company, stating that in view of the fact that the board of directors of the company did not issue written feedback of consent or disagreement within 10 days from the date of receiving the proposal letter to the board of directors submitted by shuosheng technology on February 9, 2022, 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.
On February 23, 2022, the company held the second meeting of the Fifth Board of supervisors, deliberated and approved the proposal on convening the first extraordinary general meeting of shareholders in 2022, and agreed to convene this general meeting of shareholders.
Based on the above, the reasons and procedures for convening this general meeting of shareholders by the 5th board of supervisors of the company as the convener are in line with the relevant provisions of the company law, the rules for the general meeting of shareholders of listed companies and other laws, administrative regulations, normative documents and the articles of Association.
3. Legality and compliance of the meeting: the meeting complies with relevant laws, administrative regulations, departmental rules, normative documents, business rules of Shenzhen Stock Exchange and the articles of association.
4. Date and time of the meeting:
(1) On site meeting time: 14:30 PM, March 11, 2022
(2) Online voting time: the specific time of online voting through the trading system of Shenzhen stock exchange is 9:15-9:25, 9:30-11:30 and 13:00-15:00 on March 11, 2022; The specific time of online voting through the Internet voting system of Shenzhen stock exchange is any time from 9:15 a.m. to 15:00 p.m. on March 11, 2022.
5. Meeting method: the shareholders’ meeting is held by combining on-site voting and online voting.
6. Equity registration date of the meeting: March 8, 2022
7. Attendees:
(1) As of the afternoon closing of March 8, 2022 (equity registration date), all shareholders of the company registered in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. have the right to attend the general meeting of shareholders, and can entrust an agent to attend the meeting and vote in writing. The shareholder agent does not have to be a shareholder of the company (see Annex III for the temsector of power of attorney);
Special note: according to the civil judgment of second instance on the resolution dispute between Landocean Energy Services Co.Ltd(300157) and Beijing shuosheng Technology Information Consulting Co., Ltd. (2021) Jing 01 min Zhong No. 7069) issued by Beijing No. 1 Intermediate People’s Court on September 23, 2021, Shuosheng technology and Ms. Li Liping, the person acting in concert with shuosheng technology, hold 180069 shares of the company’s shares (accounting for 0.0253% of the total issued shares of the company) and shall not exercise the voting right within 36 months after the purchase. See the company’s website for information disclosure designated by the CSRC on September 29, 2021（ http://www.cn.info.com.cn. ）Announcement on the receipt of civil judgment by the company (Announcement No.: 2021146); However, the above judgment does not limit the right of shuosheng technology and Ms. Li Liping, the person acting in concert, to accept the proxy voting of other shareholders.
(2) Directors, supervisors and senior managers of the company;
(3) Lawyers employed by the company;
(4) Other persons who should attend the general meeting of shareholders in accordance with relevant laws and regulations.
8. Venue of the meeting: conference room, 5 / F, building 4, courtyard 3, fengxiu Middle Road, Haidian District, Beijing
2、 Matters considered at the meeting
1. Name and code of the proposal of the general meeting of shareholders
remarks
Proposal code proposal name the ticked column can vote
100 total proposals: all proposals except cumulative voting proposals √
Non cumulative voting motion
1.00 proposal on removing sun Yuqin from the post of director √
2.00 proposal on removing Zhang successor director √
3.00 proposal on removing Liu Qingfeng from the post of director √
4.00 proposal on dismissing Li Xianyao as a director √
Proposal on the removal of director Li Wanjun
Proposal 6 of cumulative voting bill is equal election
6.00 proposal on nominating and electing non independent directors of the 5th board of directors of the company 6 directors to be elected
6.01 “on nomination and election of Ms. Wang Xiaose as the independent director of the 5th board of directors of the company” √
Proposal of legislative director
6.02 on nomination and election of Mr. Yang Yong as a non independent member of the 5th board of directors √
Proposal of directors
6.03 on nomination and election of Mr. Yan Haijun as the Fifth Board of directors of the company √
Proposal of legislative director
6.04 “on nomination and election of Mr. Wu Wenhao as the independent director of the 5th board of directors of the company” √
Proposal of legislative director
6.05 on nomination and election of Ms. Wang Yanqiu as the independent director of the Fifth Board of directors of the company √
Proposal of legislative director
6.06 on the nomination and election of Ms. Yu Xuexia to the 5th board of directors of the company √
Proposal of legislative director
Non cumulative voting motion
7.00 “on nomination and election of Ms. Wang Xiaose as the independent director of the 5th board of directors of the company” √
Proposal of legislative director
8.00 on nomination and election of Mr. Wang Lei as a non employee of the 5th board of supervisors √
Proposal on behalf of supervisors
2. For details of proposal 1, please refer to cninfo.com, the information disclosure website designated by China Securities Regulatory Commission on February 24, 2022（ http://www.cn.info.com.cn. ）Announcement on the resolution of the second meeting of the Fifth Board of supervisors (Announcement No.: 2022024); The specific contents of proposal 2-8 are detailed in cninfo.com, the information disclosure website designated by the CSRC on March 2, 2022（ http://www.cn.info.com.cn. ）The announcement of Landocean Energy Services Co.Ltd(300157) on receiving temporary proposals from shareholders (Announcement No.: 2022031) disclosed.
3. The proposals to be considered at this general meeting of shareholders shall be adopted by ordinary resolution at the general meeting of shareholders of the company. 4. Proposals 1 to 7 require separate statistics and disclosure of the voting results of small and medium-sized investors. Small and medium-sized investors refer to shareholders other than directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company.
Special tips and instructions:
1. Proposal 6 is a cumulative voting proposal, which shall be voted by cumulative voting. Proposals 1, 2, 3, 4, 5, 7 and 8 are non cumulative voting proposals. When the cumulative voting method is adopted, the number of election votes owned by shareholders is the number of shares with voting rights multiplied by the number of candidates to be elected. Shareholders can arbitrarily distribute the number of election votes among candidates within the limit of the number of candidates to be elected (they can cast zero votes), but the total number shall not exceed the number of election votes they have.
2. The effectiveness of the voting results of proposal 6 is subject to the consideration and approval of all five proposals in proposal 1-5 at this shareholders’ meeting. If all five proposals in proposal 1-5 have been considered by the general meeting of shareholders, but any of the above five proposals has not been passed (including five proposals), the voting results of proposal 6 will not take effect and the corresponding additional non independent directors will not be elected.
3. The effectiveness of the voting results of proposal 7 is subject to the premise that the shareholders’ meeting deliberates proposals 1-5 but fails to pass any of the above five proposals (including none of the five proposals). If all five proposals in proposals 1-5 are considered and passed by the general meeting of shareholders, the voting results of proposal 7 will not take effect and the corresponding additional non independent directors will not be elected.
3、 Meeting registration and other matters
1. Registration method: on-site registration, registration by letter or fax
2. Registration time: March 10, 2022, 9:30-11:30 a.m. and 14:00-17:00 p.m
3. Registration place: Office of Securities Department of the company, 4th floor, building 4, courtyard 3, fengxiu Middle Road, Haidian District, Beijing
4. Registration method:
(1) If a natural person shareholder attends in person, he / she must register with the original of his / her ID card, shareholder account card, valid shareholding certificate, etc; If the agent is entrusted to attend, the agent must register with the original ID card, a copy of the ID card of the principal, the principal’s shareholder account card, the power of attorney (see Annex III) and the valid shareholding certificate;
(2) If the legal representative of a legal person shareholder is present, he / she must register with the original of his / her ID card, the copy of the business license of the legal person unit (with official seal affixed) and the shareholder account card; If a legal person shareholder entrusts an agent to attend, it must register with the original ID card of the agent, the power of attorney, the copy of the business license of the legal person unit (with official seal) and the shareholder account card;
(3) Non local shareholders can register by written letter or fax with the above relevant certificates. Shareholders should carefully fill in the registration form of participating shareholders (Annex II), For registration confirmation (it must be delivered or faxed to the company before 17:00 p.m. on March 10, 2022. The letter should be sent to the Securities Department of the company on the 4th floor, building 4, yard 3, fengxiu Middle Road, Haidian District, Beijing, zip code: 100094. The envelope should be marked with the words “general meeting of shareholders”, subject to the delivery time of the mail). The company does not accept telephone registration.
(4) The meeting will last for half a day. There are no relevant expenses for attending the meeting. The participants will pay for their own accommodation, transportation and other expenses.
5. Contact information:
Contact: Wang lifeI
Tel: 010569310001156
Email: [email protected].
Address: Securities Department of the company, 4th floor, building 4, courtyard 3, fengxiu Middle Road, Haidian District, Beijing
Post code: 100094
4、 Specific process of participating in online voting
The general meeting of shareholders will provide shareholders with an online voting platform. Shareholders can vote through the trading system of Shenzhen Stock Exchange or the Internet voting system (address: http://wltp.cn.info.com.cn. ）See Annex I for the specific operation process of online voting.
5、 Documents for future reference 1. Resolutions of the second meeting of the 5th board of supervisors of the company; 2. Other documents required by Shenzhen Stock Exchange. It is hereby announced. Annex I: tools for participating in online voting
