Securities code: Landocean Energy Services Co.Ltd(300157) securities abbreviation: Landocean Energy Services Co.Ltd(300157) Announcement No.: 2022046 Landocean Energy Services Co.Ltd(300157)
Announcement on the resolution of the fourth meeting of the Fifth Board of directors
The company and the members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
The fourth meeting of the 5th board of directors of Landocean Energy Services Co.Ltd(300157) (hereinafter referred to as ” Landocean Energy Services Co.Ltd(300157) ” or “the company”) (hereinafter referred to as “the meeting”) was held on the afternoon of March 11, 2022 in the conference room on the 5th floor of building 4, yard 3, fengxiu Middle Road, Haidian District, Beijing by means of combination of on-site and communication. The notice of this meeting will be sent by email or other oral means on March 11, 2022. There are 13 directors who should attend the meeting, and 11 directors actually attend the meeting (of which 3 directors attend by means of communication voting). The meeting was presided over by Ms. Wang lifeI, vice chairman of the company (acting as chairman), and some supervisors and senior managers of the company attended the meeting as nonvoting delegates. Independent directors Guo Rong and Wang Pu were absent from the meeting. Among them, independent director Guo Rong believed that “the reasons for exemption are insufficient, I do not agree to the exemption, and the convening of the board of directors must be notified in advance!” “When the company holds the board of directors, the notice will be issued at 4:52 and the board of directors will be held at 5:00 in 8 minutes. This is totally inconsistent with the rules for the convening of the board of directors of listed companies. The convening method of this meeting is to ignore and trample on the rules. Remind investors and market regulators that there may be problems in the governance of Landocean Energy Services Co.Ltd(300157) company.”, Wang Pu, an independent director, believes that “there is no advance notice”; Directors of the company Wang lifeI, long Haibin, Wang Xiaose, Yang Yong, Yan Haijun, Wu Wenhao, Wang Yanqiu, Yu Xuexia, an Jiangbo, Shi Jingmin and Chen Jiangtao believe that, “1. Although the rules of procedure of the board of directors of the company stipulates that the interim meeting of the board of directors needs to be notified in advance, this requirement is a matter formulated by the company and cannot be changed by law, which can be exempted after deliberation and approval by the board of directors; 2. According to the articles of association of the company , the legal representative of the company shall be the chairman. Sun Yuqin should not continue to serve as the legal representative of the company since the first extraordinary general meeting of shareholders in 2022 has removed sun Yuqin from his position as a director. We received the notice of the interim meeting of the board of directors from the company at 16:44 today. Although the time is urgent, the purpose of this meeting is to elect the chairman of the company and change the legal representative in order to avoid the company’s major risks and major matters related to the company’s internal control due to the omission of the company’s official seal and the inconsistency between the registered legal representative and the actual situation, In order to safeguard the interests of the company and all shareholders, and with due diligence, we believe that it is reasonable and necessary to waive the notice period for convening the fourth meeting of the Fifth Board of directors and consider the proposal for electing the chairman of the Fifth Board of directors of the company. ” Based on the above, after performing the relevant procedures, the convening and voting procedures of this meeting comply with the company law of the people’s Republic of China and other laws and regulations and the Landocean Energy Services Co.Ltd(300157) articles of Association (hereinafter referred to as the “articles of association”).
The following proposals were considered and adopted at this meeting:
1、 The proposal on exemption from the notice period of this meeting due to major and urgent matters related to the company was deliberated and adopted. According to the articles of association, the legal representative of the company shall be the chairman of the board of directors. In view of the fact that sun Yuqin has been removed from the position of director at the first extraordinary general meeting of the company in 2022, sun Yuqin should not continue to serve as the legal representative of the company, and sun Yuqin did not take the initiative to return the original and duplicate copies of the “company seal” and business license held by him to the company. In view of the urgency of the above matters, in order to avoid major risks to the company caused by the omission of the company’s official seal and the inconsistency between the registered legal representative and the actual situation, it is necessary to elect the new chairman of the company and replace the legal representative of the company as soon as possible. Therefore, it is proposed to waive the notice period for convening the fourth meeting of the Fifth Board of directors and consider the proposal for electing the chairman of the Fifth Board of directors of the company.
Voting: 11 in favor, 0 against and 0 abstention.
Voting result: adopted.
2、 The proposal on electing Ms. Wang lifeI as the chairman of the 5th board of directors of the company was deliberated and adopted. According to the articles of association, the legal representative of the company shall be the chairman. In view of the fact that Ms. sun Yuqin has been removed from the position of director at the first extraordinary general meeting of the company in 2022, sun Yuqin should not continue to serve as the legal representative of the company, and sun Yuqin did not take the initiative to return the original and copy of the “company seal” and business license to the company. In order to restore the corporate governance order as soon as possible, avoid the company’s major risks caused by the omission of the company’s official seal and the inconsistency between the registered legal representative and the actual situation, according to the company law of the people’s Republic of China and other laws, administrative regulations, departmental rules, normative documents, articles of association and other internal systems of the company, It is proposed to elect the director Ms. Wang lifeI (see the appendix for her resume) as the chairman of the Fifth Board of directors of the company, and her term of office expires on the expiration date of the Fifth Board of directors of the company.
In order to ensure the smooth implementation of the subsequent industrial and commercial change registration and filing, the board of directors of the company agrees to authorize Ms. Wang lifeI or her designated personnel to handle the subsequent industrial and commercial change registration and filing such as the replacement of legal representative, business license and official seal.
Voting: 11 in favor, 0 against and 0 abstention.
Voting result: adopted.
3、 Document for future reference: resolution of the fourth meeting of Landocean Energy Services Co.Ltd(300157) the Fifth Board of directors. The directors of the company have no objection to this announcement and its contents. It is hereby announced.
Landocean Energy Services Co.Ltd(300157) board of directors
March 11, 2022
Attachment: resume of Ms. Wang lifeI
Ms. Wang lifeI, born in 1988, is a member of the Communist Party of China, Chinese nationality and has no right of residence abroad. Bachelor degree in regional economic development and management. He once served as the general manager of Guosen Securities Co.Ltd(002736) Shijiazhuang business department, the general manager assistant of Anxin Securities Co., Ltd. Hebei branch and the vice chairman of the company. Now he is the executive director of Beijing shuosheng Technology Information Consulting Co., Ltd. (hereinafter referred to as “shuosheng technology”), the controlling shareholder of the company.
Up to now, Ms. Wang lifeI holds 49.00% equity of shuosheng technology. According to the voting power entrustment agreement and its supplementary agreement signed by Ms. Wang Xiaose and Ms. Li Liping with shuosheng technology respectively, Ms. Wang Xiaose and Ms. Li Liping will their voting rights, nomination and proposal rights, participation rights The right of supervision and suggestion and other rights other than property rights such as income right and share transfer right are entrusted to shuosheng technology until December 31, 2023; Therefore, shuosheng technology forms a concerted action relationship with Ms. Li Liping and Ms. Wang Xiaose. In addition to the above circumstances, Ms. Wang lifeI has no other related relationship with shareholders holding more than 5% of the company’s shares, other directors, supervisors and senior managers of the company.
Ms. Wang lifeI did not hold the company’s shares or buy or sell the company’s shares except through shuosheng technology. Ms. Wang lifeI has not been publicized by the CSRC on the public inquiry platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people’s court, nor has she been prohibited from serving as a director, supervisor and senior manager of the company as stipulated in the company law, nor has she been adopted by the CSRC not to serve as a director, supervisor and senior manager of a listed company The senior management has not been punished by the CSRC and other relevant departments, publicly condemned by the stock exchange, criticized by the stock exchange for more than three times or other disciplinary actions, There is no case where the case is filed for investigation by the judicial organ for suspected crime or the case is filed for inspection by the CSRC for suspected violation of laws and regulations, and there is no clear conclusion. Up to now, Ms. Wang lifeI has no circumstances stipulated in the company law and the articles of association that she is not allowed to serve as a director of the company, and there are no circumstances stipulated in articles 3.2.3 and 3.2.4 of the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM.
