Securities code: Landocean Energy Services Co.Ltd(300157) securities abbreviation: Landocean Energy Services Co.Ltd(300157) No.: 2022042
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” or ” Landocean Energy Services Co.Ltd(300157) “) received the letter of concern on Landocean Energy Services Co.Ltd(300157) issued by the management department of gem company of Shenzhen Stock Exchange (GEM concern letter [2022] No. 145, hereinafter referred to as “concern letter”) on March 6, 2022. The board of directors of the company attached great importance to the issues raised in the letter of concern, After carrying out the 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、 The specific reasons for the inaccuracy of the contents of the above-mentioned announcements made by Mr. Liu Qingjun and Mr. Zhang Xianqin and the reasons for the inaccuracy of the contents of the two announcements made by Mr. Li Qingjun and Mr. Zhang Xianqin shall be explained in combination with the specific circumstances of the review of the two announcements by Mr. Liu Qingjun and Mr. Zhang Xianqin Whether the complete dissenting opinions are based on sufficient and objective evidence, and whether there is any abuse of the right to express dissenting opinions; Please explain whether your company and the other five directors guarantee that the contents of the two announcements are true, accurate and complete without false records, misleading statements or major omissions; Meanwhile, please respond to the objections of the above seven directors.
reply:
(I) the directors sun Yuqin, Zhang Jiji, Li Xianyao, Li Wanjun, Liu Qingfeng, Guo Rong and Wang Pu reviewed the specific process of the two announcements, disagreed with the specific reasons for the contents of the announcement, the specific contents, judgment basis and verification of major false statements in the announcement, and whether the dissenting opinions issued on the announcement that the contents of the announcement cannot be guaranteed to be true, accurate and complete are based on sufficient Objective evidence, is there any abuse of the right to express dissenting opinions
1. In combination with the specific process of reviewing the two announcements, explain the specific reasons for disagreeing with the contents of the announcement, and clearly explain the specific contents of major false statements in the announcement.
According to the directors sun Yuqin, Zhang Houji, Li Xianyao, Li Wanjun, Liu Qingfeng, Guo Rong The directors’ opinions on the matters involved in the letter of concern on Landocean Energy Services Co.Ltd(300157) issued by Shenzhen Stock Exchange (hereinafter referred to as “the opinions of the seven directors on the matters involved in the letter of concern”) submitted by Wang Pu (hereinafter referred to as “the seven directors”), seven Directors believe that:
“(1) seven of our directors disagree with the contents of the two announcements, more than half of the board of directors, which represents that the board of directors disagrees with the contents of the two announcements, but the securities department still makes the announcement in the name of the company. Therefore, the announcement itself constitutes a major false statement;
(2) Our seven directors believed that the fourth meeting of the Fifth Board of directors held on February 14, 2022 was the fourth meeting of the Fifth Board of directors and formed effective resolutions, more than half of the board of directors, but the announcement called it the “title meeting”. The fourth meeting of the Fifth Board of directors of the company was not effectively held and made effective resolutions, which constituted a major false statement;
(3) Seven of our directors neither approved nor designated Wang lifeI to act as the chairman and Secretary of the company, more than half of the board of directors, but the announcement said that Wang lifeI acted as the chairman and Secretary of the company legally and effectively, and the Acting Secretary of the company was designated by the board of directors, which constituted a major false statement;
(4) Seven of our directors jointly reported to the Beijing regulatory bureau of China Securities Regulatory Commission and Shenzhen stock exchange that the matters of the fourth meeting of the Fifth Board of directors were not disclosed and that the board of directors did not appoint Wang lifeI to act as the Secretary of the board of directors, but the announcement said that the report was untrue and constituted a serious false statement;
(5) Seven of our directors believe that shuosheng technology does not have the conditions to request the company’s board of supervisors to convene an extraordinary general meeting of shareholders, but the announcement says that “shuosheng technology has the conditions to request the company’s board of supervisors to convene an extraordinary general meeting of shareholders”, which constitutes a major false statement;
(6) Seven of our directors believe that there are flaws in the board of supervisors’ convening of the extraordinary general meeting of shareholders. Before the board of directors has made a decision on the qualification examination of the proposed subject, the board of supervisors has no right to convene the extraordinary general meeting of shareholders, more than half of the board of directors, but the announcement said that the company believes that “the procedures for the board of supervisors to convene the company’s first extraordinary general meeting of shareholders in 2022 are complete”, Constitute a material misrepresentation. “
See Annex I of this reply for details.
2. Judgment basis and verification
According to the opinions of seven directors on the matters involved in the letter of concern, the judgment basis and verification of the seven directors are as follows:
“In order to verify and judge the above situation, we have adopted the following verification means:
(1) Consulted the meeting documents, meeting recordings and relevant emails of the fourth meeting of the Fifth Board of directors; (2) Consulted a series of announcements such as the announcement on the resignation of the chairman of the company (Announcement No.: 2022018) and the announcement on the reply to the letter of concern of Shenzhen Stock Exchange;
(3) The board of directors shall verify and confirm whether the board of directors has appointed Wang lifeI to act as the chairman of the board of directors and to act as the Secretary of the board of directors;
(4) We have consulted the letter on shareholders requesting the board of supervisors to convene an extraordinary general meeting of shareholders issued by Beijing shuosheng Technology Information Consulting Co., Ltd. (hereinafter referred to as “shuosheng technology”);
(5) Check the register of shareholders and relevant announcements of the company to confirm the shareholding ratio of shuosheng technology;
(6) The board of directors shall verify and confirm the acceptance and consideration of shuosheng technology proposal by the board of directors;
(7) Checked the email and wechat chat records between relevant directors and the securities department;
(8) Refer to the provisions of the company law and relevant laws and regulations on relevant matters; “.
See Annex I of this reply for details.
3. In combination with the above situation, explain whether the dissenting opinions on the announcement that cannot guarantee the authenticity, accuracy and integrity of the announcement are based on sufficient and objective evidence, and whether there is any abuse of the right to express dissenting opinions.
According to the opinions of seven directors on the matters involved in the letter of concern, Seven Directors believe that: “As mentioned above, we have explained in detail the specific reasons for disagreeing with the contents of the announcement, the specific contents of major false statements in the announcement, the basis of judgment and the verification. The most important thing is that the above opinions are not only the dissenting opinions, but also the opinions of more than half of the board of directors, which should be regarded as the opinions of the board of directors and even the opinions of the company. Therefore, our dissenting opinions The opinion is based on sufficient and objective evidence, and there is no abuse of the right to express dissenting opinions. ” See Annex I of this reply for details.
(II) the company and the other five directors explain whether they guarantee that the contents of the two announcements are true, accurate and complete without false records, misleading statements or major omissions, and respond to the dissenting opinions of the above seven directors
1. Whether the two announcements are true, accurate and complete without false records, misleading statements or major omissions
According to the opinions of Landocean Energy Services Co.Ltd(300157) directors on matters covered by gem [2022] No. 145 letter of concern (hereinafter referred to as “opinions of five directors”) submitted by director Wang lifeI, director long Haibin, independent director an Jiangbo, independent director Shi Jingmin and independent director Chen Jiangtao (hereinafter referred to as “five directors”) the five directors believe that:
Reply to the notice of Shenzhen Stock Exchange No. [202032124] (hereinafter referred to as the reply to the notice of Shenzhen Stock Exchange No. [202032124) on the announcement of Shenzhen Stock Exchange) (the reply to gem concern letter [2022] No. 130, hereinafter referred to as “notice on reply to concern Letter No. 130”, together with notice on reply to concern Letter No. 124, hereinafter referred to as “two announcements”) contains the opinions expressed by all directors of the company.
The above two announcements include the opinions expressed by the seven directors in their own names, but the above seven directors do not agree with all the contents of the two announcements replied in the name of the company. “They believe that the announcement contains significant false statements”. In view of the fact that the opinions of the seven directors on the announcement and their own statements can not be guaranteed to be true, accurate and complete, and there are no false records Misleading statements or material omissions. Therefore, the company and all members of the board of directors except the above seven directors can only “guarantee that the information disclosed in the body of this announcement is true, accurate and complete without false records, misleading statements or material omissions, except for the opinions expressed by the aforementioned directors who cannot guarantee the authenticity, accuracy and completeness of this announcement.”
See Annex II of this reply for details.
2. Response to the objections of the above seven Directors
According to the opinions of five directors on the matters involved in the letter of concern, with regard to the dissenting opinions of the above seven directors, the five directors believe that:
“1. Seven directors in the opinions of seven directors on matters covered by the letter of concern It is believed that ‘our seven directors do not agree with the contents of the two announcements’, and the two announcements include that the seven directors make contradictory statements in their own name; The authenticity, accuracy and completeness of the relevant contents of the two announcements and the absence of false records, misleading statements or major omissions should not be judged by the so-called “more than half of the board of directors”. These statements have no clear legal basis. The seven directors express their opinions and cannot deny the occurrence of relevant facts and circumstances and the opinions of the other five directors of the company, Moreover, we cannot deny that the statements and opinions of the company and the other five directors in the two announcements are true, accurate and complete; In addition, the company has truthfully disclosed the relevant facts and the opinions expressed by all directors of the company in the two announcements. The “judgment basis and verification situation” of the opinions of seven directors on the matters covered by the letter of concern submitted by the above seven directors does not list the corresponding laws, regulations, normative documents and specific provisions that they believe that the relevant contents of the two announcements “constitute a material false statement”.
2. The announcement of reply to the letter of concern No. 124 has truly, accurately and completely disclosed the convening process and relevant facts of the morning meeting on February 14, 2022, the judgment basis and the opinions expressed by our five directors, and there are no false records, misleading statements or major omissions. The board of directors of the company shall adopt the written joint request of three independent directors of the company to postpone the meeting of the board of directors before the fourth meeting of the Fifth Board of directors. The above seven Directors (including the then chairman and some directors, that is, the so-called “more than half of the number of directors”) have no right to refuse the request of these independent directors, and shall not refuse Hinder independent directors from exercising their functions and powers independently.
Seven directors’ refusal of three independent directors to postpone the meeting of the board of directors has violated paragraph 1 of Article 25 of the rules for independent directors of listed companies and Article 31 of the standards for the governance of listed companies According to Article 2.2.3 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and paragraph 2 of Article 28 of the company’s independent director system, the fourth meeting of the Fifth Board of directors cannot be held at the meeting time (i.e. February 14, 2022) determined in the meeting notice, The meeting held on the morning of February 14, 2022 was not the fourth meeting of the Fifth Board of directors, the meeting attended by directors was the meeting of the board of directors, and the fourth meeting of the Fifth Board of directors was not held. In this regard, the law firm hired by the company has issued special opinions (for details, see the special opinions on Landocean Energy Services Co.Ltd(300157) related verification matters announced by the company on March 8, 2022).
3. With regard to the facts, legality and validity of Wang lifeI acting as chairman of the board of directors and Secretary of the board of directors of the company, the notice on reply to the letter of concern No. 124 has been truly, accurately and completely disclosed, and there are no false records, misleading statements or major omissions. Before the chairman of the company resigns and the board of directors has not elected a new chairman, Wang lifeI, the vice chairman of the board of directors, shall act as the chairman of the board of directors, which is in line with the company law, the articles of association and other relevant provisions. According to the measures for the administration of information disclosure of listed companies, the Listing Rules of Shenzhen Stock Exchange gem and Landocean Energy Services Co.Ltd(300157) information disclosure management system, the information disclosure work has the requirements of timeliness, usually has a certain urgency and urgency. In the case of the resignation of the chairman of the company, the post of chairman of the Board shall be performed by Wang lifeI, vice chairman of the board; Considering the nature and requirements of information disclosure, Wang lifeI, vice chairman of the board of directors (acting as chairman of the board of directors), is designated to act as the Secretary of the board of directors to ensure the consistency and consistency of information disclosure. Such designated arrangements are reasonable and necessary, do not violate relevant laws, regulations, normative documents, articles of association and other relevant provisions, and comply with market practices; Although some directors of the company raise objections to the above designated arrangements, the effectiveness of such designated arrangements will not be affected. In this regard, the law firm hired by the company has issued special opinions (for details, see the special opinions on Landocean Energy Services Co.Ltd(300157) related verification matters announced by the company on March 8, 2022).
4. With regard to the relevant facts and legal compliance of Beijing shuosheng Technology Information Consulting Co., Ltd. (hereinafter referred to as “shuosheng technology”) requesting the board of supervisors to convene the extraordinary general meeting of shareholders, the notice on reply to the letter of concern No. 130 has been truly, accurately and completely disclosed, and there are no false records, misleading statements or major omissions. As a shareholder holding 17.38% of the voting shares of the company, shuosheng technology proposed to the board of directors of the company to convene an extraordinary general meeting of shareholders 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. In this regard, the law firm hired by the company has issued special opinions (for details, see the special opinions on Landocean Energy Services Co.Ltd(300157) related verification matters announced by the company on March 8, 2022).
5. Relevant facts and legal compliance of the second meeting of the Fifth Board of supervisors, announcement of the resolution of the second meeting of the Fifth Board of supervisors (Announcement No.: 2022024) and No. 130
