Securities code: Landocean Energy Services Co.Ltd(300157) securities abbreviation: Landocean Energy Services Co.Ltd(300157) Announcement No.: 2022049 Landocean Energy Services Co.Ltd(300157)
Announcement on the resolution of the 5th meeting of the 5th board of directors
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") the fifth meeting of the Fifth Board of directors (hereinafter referred to as "the meeting") was held on the morning of March 15, 2022 in the conference room on the 5th floor of building 4, yard 3, fengxiu Middle Road, Haidian District, Beijing by combining on-site and communication. The meeting will be notified orally or by other means on November 2023. There were 13 directors who should attend the meeting, and 13 actually attended the meeting (including 9 directors who attended by means of communication), including 12 in person and 1 entrusted to attend. Independent director Chen Jiangtao entrusted independent director Shi Jingmin to attend and exercise voting rights on his behalf. The meeting was presided over by Ms. Wang lifeI, chairman of the company. 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 as well as the relevant provisions of 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 meeting deliberated and adopted the proposal on adjusting the members of the audit committee of the 5th board of directors of the company with 11 affirmative votes, 0 negative votes and 2 abstentions
In view of the fact that Yu Xuexia was elected as a director of the 5th board of directors at the first extraordinary general meeting of the company in 2022, in accordance with the governance standards of listed companies, the guidelines for the articles of association of listed companies, the rules for independent directors of listed companies and other laws, administrative regulations, departmental rules, normative documents, the articles of association, the rules of procedure of the board of directors and other internal systems of the company, It is agreed that long Haibin, member of the audit committee of the 5th board of directors of the company, will be adjusted to Yu Xuexia, Shi Jingmin and an Jiangbo will continue to serve as members of the audit committee, and Shi Jingmin will continue to serve as the chairman of the audit committee. After adjustment, the members of the audit committee are Shi Jingmin, an Jiangbo and Yu Xuexia.
The term of office of the above-mentioned members of the audit committee shall expire on the date of expiration of the term of office of the Fifth Board of directors of the company.
See Annex I for Yu Xuexia's resume.
Guo Rong, an independent director, abstained. Please see Annex VII.
Wang Pu, an independent director, abstained. Please see Annex VIII.
2、 The meeting deliberated and adopted the proposal on adjusting the members of the remuneration and assessment committee of the 5th board of directors of the company with 11 affirmative votes, 0 negative votes and 2 abstentions
Since the first extraordinary general meeting of the company in 2022 has deliberated and approved the proposal on removing sun Yuqin from the post of director, in order to ensure the smooth development of the work of the remuneration and assessment committee of the board of directors of the company, in accordance with the standards for the governance of listed companies, the guidelines for the articles of association of listed companies, the rules for independent directors of listed companies and other laws, administrative regulations and departmental rules Normative documents, articles of association, rules of procedure of the board of directors and other internal systems of the company agree to elect Wang lifeI as a member of the remuneration and assessment committee of the Fifth Board of directors, Chen Jiangtao and Shi Jingmin continue to serve as members of the remuneration and assessment committee, and Chen Jiangtao continues to serve as the chairman of the remuneration and assessment committee. After adjustment, The members of the remuneration and assessment committee are Chen Jiangtao, Shi Jingmin and Wang lifeI.
The term of office of the above-mentioned members of the remuneration and assessment committee shall expire on the date of expiration of the term of office of the Fifth Board of directors of the company.
See Annex II for Wang lifeI's resume.
Guo Rong, an independent director, abstained. Please see Annex VII.
Wang Pu, an independent director, abstained. Please see Annex VIII.
3、 The meeting deliberated and adopted the proposal on adjusting the members and chairman of the strategy committee of the 5th board of directors of the company with 11 affirmative votes, 0 negative votes and 2 abstentions
In view of the fact that the first extraordinary general meeting of shareholders of the company in 2022 has deliberated and approved the proposal on removing sun Yuqin from the post of director and elected Yan Haijun and Wang Xiaose as directors of the Fifth Board of directors of the company, in order to ensure the smooth development of the work of the Strategy Committee of the board of directors of the company, in accordance with the guidelines for the governance of listed companies and the guidelines for the articles of association of listed companies It is agreed that long Haibin will no longer serve as a member of the strategy committee of the 5th board of directors of the company, and Yan Haijun and Wang Xiaose will be elected as members of the strategy committee of the 5th board of directors of the company, Wang lifeI continues to serve as a member of the strategy committee, and Wang lifeI serves as the chairman of the strategy committee. After adjustment, the members of the strategy committee are: Wang lifeI, Yan Haijun and Wang Xiaose
The term of office of the above-mentioned members of the strategy committee of the board of directors shall expire on the date of expiration of the term of office of the Fifth Board of directors of the company.
See Annex III for the resume of Yan Haijun and Annex IV for the resume of Wang Xiaose.
Guo Rong, an independent director, abstained. Please see Annex VII.
Wang Pu, an independent director, abstained. Please see Annex VIII.
4、 The meeting deliberated and adopted the proposal on dismissing sun Yuqin as general manager of the company with 11 affirmative votes, 2 negative votes and 0 abstention
In view of sun Yuqin's frequent dismissal of the company's employees without performing the company's internal procedures during his tenure as the general manager of the company, violating the relevant internal management systems of the company and disturbing the order of corporate governance, according to the company law, the guidelines for the governance of listed companies and the guidelines for the articles of association of listed companies The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies (hereinafter referred to as "standardized operation of GEM listed companies") and other laws, administrative regulations, departmental rules, normative documents, the articles of association, rules of procedure of the board of directors and other internal systems of the company, Agree to dismiss sun Yuqin as the general manager of the company.
Guo Rong, an independent director, objected. Please see Annex VII.
Wang Pu, an independent director, objected. Please see Annex VIII.
Independent directors have expressed their opinions on this matter, and independent directors an Jiangbo, Shi Jingmin and Chen Jiangtao have expressed their agreed opinions. The specific contents of the opinions of independent directors have been published on cninfo.com.cn.
5、 The meeting deliberated and adopted the proposal on appointing Wang lifeI as the general manager of the company with 11 affirmative votes, 2 negative votes and 0 abstention
In view of the fact that the proposal on dismissing sun Yuqin as the general manager of the company has been considered and entered into force, and the position of general manager of the company has been vacant, in order to ensure the standardization of corporate governance, in accordance with the company law, the guidelines for the governance of listed companies, the guidelines for the articles of association of listed companies, the standardized operation of companies listed on GEM and other laws, administrative regulations, departmental rules According to the normative documents, the articles of association, the rules of procedure of the board of directors and other internal systems of the company, Wang lifeI was nominated by the chairman of the company and the qualification examination of the nomination committee of the Fifth Board of directors, and agreed to appoint Wang lifeI as the general manager of the company. The term of office starts from the date of approval at the current meeting of the board of directors to the date of expiration of the term of office of the Fifth Board of directors.
See Annex II for Wang lifeI's resume.
Guo Rong, an independent director, objected. Please see Annex VII.
Wang Pu, an independent director, objected. Please see Annex VIII.
Independent directors have expressed their opinions on this matter, and independent directors an Jiangbo, Shi Jingmin and Chen Jiangtao have expressed their agreed opinions. The specific contents of the opinions of independent directors have been published on cninfo.com.cn.
6、 The meeting deliberated and adopted the proposal on appointing Wu Wenhao as the deputy general manager of the company with 11 affirmative votes, 2 negative votes and 0 abstention
Regulations of the board of directors, rules of the board of listed companies and other normative documents, In view of the fact that proposal IV on appointing Wang lifeI as the general manager of the company has been considered and taken effect, the board of directors of the company agreed to appoint Wang lifeI as the general manager of the company. After nomination by general manager Wang lifeI and qualification review by the nomination committee of the board of directors, it agreed to appoint Wu Wenhao as the deputy general manager of the company, The term of office starts from the date of deliberation and approval at the meeting of the board of directors to the date of expiration of the term of office of the Fifth Board of directors.
See Annex V for Wu Wenhao's resume.
Guo Rong, an independent director, objected. Please see Annex VII.
Wang Pu, an independent director, objected. Please see Annex VIII.
Independent directors have expressed their opinions on this matter, and independent directors an Jiangbo, Shi Jingmin and Chen Jiangtao have expressed their agreed opinions. The specific contents of the opinions of independent directors have been published on cninfo.com.cn.
7、 The meeting deliberated and adopted the proposal on appointing Wang Yanqiu as the Secretary of the board of directors of the company with 11 affirmative votes, 2 negative votes and 0 abstention
In order to further strengthen the standardized operation of the company and the management of the company's information disclosure, in accordance with the company law, the guidelines for the governance of listed companies, the guidelines for the articles of association of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the standardized operation of gem listed companies, and the rules of procedure of the first meeting of the self regulatory guidelines for GEM listed companies of Shenzhen Stock Exchange According to the company's internal systems such as the detailed rules for the work of the Secretary of the board of directors, Wang Yanqiu was appointed as the Secretary of the board of directors after being nominated by the chairman of the company Wang lifeI and reviewed by the nomination committee of the Fifth Board of directors. The term of office starts from the date of deliberation and approval at the meeting of the board of directors to the date of expiration of the term of office of the Fifth Board of directors.
See Annex VI for Wang Yanqiu's resume.
Guo Rong, an independent director, objected. Please see Annex VII.
Wang Pu, an independent director, objected. Please see Annex VIII.
Independent directors have expressed their opinions on this matter, and independent directors an Jiangbo, Shi Jingmin and Chen Jiangtao have expressed their agreed opinions. The specific contents of the opinions of independent directors have been published on cninfo.com.cn.
8、 Documents for future reference
1. Resolution of the 5th meeting of Landocean Energy Services Co.Ltd(300157) the 5th board of directors;
2. Independent opinions of Landocean Energy Services Co.Ltd(300157) independent directors on matters related to the fifth meeting of the Fifth Board of directors.
None of the directors of the company raised any objection to this announcement and its contents.
It is hereby announced.
Landocean Energy Services Co.Ltd(300157) board of directors
March 15, 2022
Annex I: resume of Yu Xuexia
Yu Xuexia, born in 1975, Chinese nationality, without permanent residency abroad. Bachelor degree, Bachelor of law, Chinese certified public accountant, with lawyer qualification certificate. He once served as a teacher of Beijing Economic Management School, Department Manager of Beijing Zhongtianheng certified public accountants, external supervisor of Beijing Xicheng District SASAC, chief financial officer, Secretary of the board of directors and senior professional manager of Huay Uan Property Co.Ltd(600743) internal audit of Beijing Dongfang Jingrong Education Technology Co., Ltd. Currently, he is a director, deputy general manager and chief financial officer of the company.
Up to now, Yu Xuexia has not held shares of the company and has not bought or sold shares of the company. Yu Xuexia has no relationship with shareholders holding more than 5% of the voting rights of the company, actual controllers, other directors, supervisors and senior managers of the company. Yu Xuexia 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 to be prohibited from serving 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, Yu Xuexia is not allowed to serve as a director of the company as stipulated in the company law and the articles of association, and there are no circumstances specified 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 GEM listed companies.
Annex II: resume of Wang lifeI
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 assistant general manager of Anxin Securities Co., Ltd. Hebei branch and the vice chairman of the company. Now he is the executive director and chairman of the company's controlling shareholder Beijing shuosheng Technology Information Consulting Co., Ltd. (hereinafter referred to as "shuosheng technology").
Up to now, Wang lifeI holds 49.00% equity of shuosheng technology. According to the voting power entrustment agreement and its supplementary agreement signed by Wang Xiaose and Li Liping with shuosheng technology respectively, Wang Xiaose and Li Liping will respectively their voting rights, nomination and proposal rights, participation rights The right of supervision and consent and other rights other than property rights such as income right and share transfer right are entrusted to shuosheng technology, and the entrustment period is until December 31, 2023; Therefore, shuosheng technology forms a concerted action relationship with Li Liping and Wang Xiaose. In addition to the above circumstances, 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.
Wang lifeI didn't hold the company's shares or buy or sell the company's shares except through shuosheng technology. Wang lifeI was not 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 was he prohibited from serving as a director, supervisor and senior manager of the company as stipulated in the company law, nor was he prohibited from serving as a director, supervisor and senior manager of a listed company by the CSRC 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, Wang lifeI doesn't exist
