On Landocean Energy Services Co.Ltd(300157) 2022 first extraordinary general meeting of shareholders
Legal opinion
To: Landocean Energy Services Co.Ltd(300157)
Entrusted by Landocean Energy Services Co.Ltd(300157) (hereinafter referred to as the company), Beijing Jindu law firm (hereinafter referred to as the office) has accepted the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) and the company law of the people’s Republic of China (hereinafter referred to as the company law) The rules of shareholders’ meeting of listed companies (hereinafter referred to as the rules of shareholders’ meeting) and other People’s Republic of China (hereinafter referred to as China) are not valid for the purpose of this legal opinion, including the existing laws and administrative regulations of the Hongkong Special Administrative Region, the Macao Special Administrative Region of China and China China Taiwan region. In accordance with the relevant provisions of the regulations and normative documents and the current effective Landocean Energy Services Co.Ltd(300157) articles of Association (hereinafter referred to as the articles of association), a lawyer is assigned to witness the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the general meeting of shareholders) held by the company on March 11, 2022, and issue this legal opinion on relevant matters of the general meeting of shareholders.
In order to issue this legal opinion, our lawyers have reviewed the following documents provided by the company, including but not limited to:
1. Articles of Association;
2. The announcement on the resolution of the second meeting of the Fifth Board of supervisors of Landocean Energy Services Co.Ltd(300157) the company published on cninfo.com and the website of Shenzhen Stock Exchange on February 24, 2022;
3. The notice of Landocean Energy Services Co.Ltd(300157) on convening the first extraordinary general meeting of shareholders in 2022 (hereinafter referred to as the notice of the general meeting of shareholders) published on cninfo.com and the website of Shenzhen Stock Exchange on February 24, 2022;
4. The announcement of Landocean Energy Services Co.Ltd(300157) on adding temporary proposals to the first extraordinary general meeting in 2022 and the supplementary notice on convening the first extraordinary general meeting in 2022 (hereinafter referred to as the supplementary notice of the general meeting of shareholders) published by the company on cninfo.com and the website of Shenzhen Stock Exchange on March 1, 2022;
5. The register of shareholders on the date of equity registration of the company’s general meeting of shareholders;
6. Power of attorney and certificate materials of shareholders and shareholder representatives attending the on-site meeting;
7. Statistical results of online voting of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd;
8. Proposals of the company’s general meeting of shareholders, announcements involving the contents of relevant proposals / proposals and other documents required for the meeting.
In order to issue this legal opinion, the company has confirmed that it has disclosed all the facts sufficient to affect the issuance of this legal opinion to the exchange, and provided the original written materials, copies, copies, letters of commitment or certificates required by the exchange for the issuance of this legal opinion, without concealment, false statements and major omissions; If the documents and materials provided by the company to the exchange are true, accurate, complete and effective, and the documents and materials are copies or copies, they shall be consistent and consistent with the original.
In this legal opinion, the exchange only expresses opinions on whether the procedures for convening and convening the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener and the voting procedures, and the voting results comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association, It does not express any opinion on the contents of the proposals considered at this shareholders’ meeting and the authenticity and accuracy of the facts or data expressed in such proposals. The exchange only expresses opinions in accordance with the current effective Chinese laws and regulations, and does not express opinions in accordance with any laws outside China.
In accordance with the relevant provisions of the above laws, administrative regulations, rules and normative documents and the articles of association, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange has fully verified and verified the relevant matters of this general meeting of shareholders of the company, so as to ensure that the concluding opinions issued in this legal opinion are legal and accurate, and there are no false records Misleading statements or major omissions, and bear corresponding legal liabilities.
The exchange agrees to take this legal opinion as the announcement material of the general meeting of shareholders and submit it to relevant institutions together with other meeting documents for announcement. In addition, without the consent of the exchange, this legal opinion shall not be used for any other purpose for any other person.
In accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers attended the shareholders’ meeting, verified the relevant facts of the convening and holding of the shareholders’ meeting and the documents provided by the company, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
On February 23, 2022, the second meeting of the Fifth Board of supervisors of the company deliberated and approved 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, and decided to convene the first extraordinary general meeting of shareholders in 2022 on March 11, 2022 to consider the proposal on removing sun Yuqin from the post of director.
On February 24, 2022, the company published the announcement on the resolution of the second meeting of the Landocean Energy Services Co.Ltd(300157) Fifth Board of supervisors on cninfo.com and the website of Shenzhen Stock Exchange, and issued the notice of the general meeting of shareholders.
On February 28, 2022, the 5th board of supervisors of the company received the letter on adding temporary proposals to the first extraordinary general meeting of shareholders in Landocean Energy Services Co.Ltd(300157) 2022 submitted by the controlling shareholder of the company, Beijing shuosheng Technology Information Consulting Co., Ltd. (hereinafter referred to as shuosheng Technology), It is agreed to submit seven temporary proposals, including the proposal on removing Zhang’s successor directors, to the first extraordinary general meeting of shareholders in 2022 for deliberation.
On March 1, 2022, the company published the supplementary notice of the general meeting of shareholders on cninfo.com and the website of Shenzhen Stock Exchange in the form of announcement.
(II) convening of this general meeting of shareholders
1. This general meeting of shareholders is held by combining on-site meeting and online voting.
2. The on-site meeting of the general meeting of shareholders was held at 14:30 p.m. on March 11, 2022 in the conference room on the 5th floor of building 4, yard 3, fengxiu Middle Road, Haidian District, Beijing. The on-site meeting was presided over by Xu Wenzhi, the supervisor representative elected by more than half of the supervisors.
3. The time for voting through the trading system of Shenzhen stock exchange is 9:15-9:25 a.m., 9:30-11:30 p.m. and 13:00-15:00 p.m. on March 11, 2022; The time of 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.
After verification by our lawyers, the actual time, place and method of the shareholders’ meeting and the proposals considered at the meeting are consistent with the time, place and method announced in the notice of the shareholders’ meeting and the supplementary notice of the shareholders’ meeting, and the matters submitted to the meeting for deliberation.
The exchange believes that the convening and convening of this general meeting of shareholders has fulfilled the legal procedures and complies with the relevant provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of association.
2、 Qualifications of conveners and attendees of the general meeting of shareholders
(I) qualification of personnel attending the general meeting of shareholders
The lawyers of the firm checked the register of shareholders on the equity registration date of the general meeting of shareholders, the shareholding certificate of the legal person shareholders attending the general meeting of shareholders, the certificate of legal representative or power of attorney and other relevant materials, and confirmed that there were 3 shareholders and shareholder agents attending the general meeting of shareholders of the company, representing 500 voting shares, Accounting for 0.0001% of the total voting shares of the company.
According to the online voting results of the general meeting of shareholders provided by Shenzhen Securities Information Co., Ltd., 270 shareholders participated in the online voting of the general meeting of shareholders, representing 257749948 voting shares, accounting for 361951% of the total voting shares of the company;
Among them, there are 268 shareholders (hereinafter referred to as small and medium-sized investors) except directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the company, representing 32457089 voting shares, accounting for 4.5579% of the total voting shares of the company.
To sum up, 273 shareholders attended the general meeting, representing 257750448 voting shares, accounting for 361951% of the total voting shares of the company.
In addition to the above personnel attending the shareholders’ meeting, the personnel attending the on-site meeting of the shareholders’ meeting also included some directors, supervisors, Acting Secretary of the board of directors and lawyers of the firm. Some senior managers of the company attended the on-site meeting of the shareholders’ meeting as nonvoting delegates.
The qualifications of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders are verified by the institutions provided by the online voting system. The exchange is unable to verify the qualifications of such shareholders. On the premise that the qualifications of such shareholders participating in the online voting of the general meeting of shareholders are in line with the provisions of laws, regulations, normative documents and the articles of association, the exchange believes that, The qualification of the persons attending the general meeting of shareholders shall comply with the provisions of laws, administrative regulations, rules of the general meeting of shareholders and the articles of association.
(II) convener qualification
The convener of this general meeting of shareholders is the board of supervisors of the company. According to the announcement on the resolution of the second meeting of Landocean Energy Services Co.Ltd(300157) the fifth session of the board of supervisors and other relevant announcements, the board of supervisors of the company agreed to the request of shuosheng technology for convening the extraordinary general meeting of shareholders and issued the relevant notice of convening the general meeting of shareholders. Therefore, as the convener, the qualification of the board of supervisors complies with relevant laws, administrative regulations The provisions of the rules of the general meeting of shareholders and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
1. The proposals considered at this general meeting are consistent with the notice of the general meeting of shareholders and the supplementary notice of the general meeting of shareholders, and there is no situation of modifying the original proposal or adding new proposals.
2. This general meeting of shareholders adopts a combination of on-site voting and online voting. Witnessed by our lawyers, the on-site meeting of the shareholders’ meeting voted on the proposals listed in the meeting notice by open ballot. The votes of the on-site meeting were counted and monitored jointly by the representatives of shareholders, supervisors and lawyers of the firm.
3. Shareholders participating in online voting shall pass the trading system or Internet voting system of Shenzhen Stock Exchange within the specified online voting time（ http://wltp.cn.info.com.cn. ）After exercising the voting right, Shenzhen Securities Information Co., Ltd. provided the company with the statistical data file of online voting.
4. The chairman of the meeting announced the voting of the proposal in combination with the statistical results of on-site meeting voting and online voting, and announced the adoption of the proposal according to the voting results.
(II) voting results of the general meeting of shareholders
Witnessed by our lawyers, the following proposals were considered and passed at the general meeting of shareholders in accordance with laws, administrative regulations, rules of the general meeting of shareholders and the articles of association, of which 6 were voted by cumulative voting and the rest by non cumulative voting:
1. Proposal on removing sun Yuqin from the post of director
164966611 shares were approved, accounting for 640025% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; Against 92766937 shares, accounting for 359910% of the total voting shares of shareholders and proxy representatives attending the meeting; 16900 shares abstained, accounting for 0.0066% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting.
Among them, the voting of small and medium-sized investors was 32028389 shares, accounting for 986792% of the total voting shares of small and medium-sized investors and representatives of small and medium-sized investors attending the meeting; Against 411800 shares, accounting for 1.2688% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; 16900 shares were abstained, accounting for 0.0521% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
2. Proposal on removing Zhang successor director
164966611 shares were approved, accounting for 640025% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; Against 92766937 shares, accounting for 359910% of the total voting shares of shareholders and proxy representatives attending the meeting; 16900 shares abstained, accounting for 0.0066% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting.
Among them, the voting of small and medium-sized investors was 32028389 shares, accounting for 986792% of the total voting shares of small and medium-sized investors and representatives of small and medium-sized investors attending the meeting; Against 411800 shares, accounting for 1.2688% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; 16900 shares were abstained, accounting for 0.0521% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
3. Proposal on removing Liu Qingfeng from the post of director
164966611 shares were approved, accounting for 640025% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; Against 92766937 shares, accounting for 359910% of the total voting shares of shareholders and proxy representatives attending the meeting; 16900 shares abstained, accounting for 0.0066% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting.
Among them, the voting of small and medium-sized investors was 32028389 shares, accounting for 986792% of the total voting shares of small and medium-sized investors and representatives of small and medium-sized investors attending the meeting; Against 411800 shares, accounting for 1.2688% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting; 16900 shares were abstained, accounting for 0.0521% of the total voting shares of small and medium-sized investors and agent representatives of small and medium-sized investors attending the meeting.
4. Proposal on removing Li Xianyao from his position as director
164960711 shares were approved, accounting for 640002% of the total voting shares of shareholders and shareholders’ proxy representatives attending the meeting; Against 92766937 shares
