Landocean Energy Services Co.Ltd(300157)
Simplified equity change report
Name of listed company: Landocean Energy Services Co.Ltd(300157) place of stock listing: Shenzhen Stock Exchange Stock abbreviation: Landocean Energy Services Co.Ltd(300157) Stock Code: 300157 information disclosure obligor: Yinchuan Zhongneng Xincai Technology Co., Ltd. domicile / mailing address: office building 67, innovation park, Yinchuan economic and Technological Development Zone nature of share change: voting power entrustment (decrease)
Date of signature: January 2002
Statement of information disclosure obligor
1、 This report is prepared in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies, the standards for the content and format of information disclosure by companies offering securities to the public No. 15 – Report on changes in equity (revised in 2020) and other relevant laws, regulations and normative documents.
2、 The information disclosure obligor has obtained necessary authorization and approval for signing this report, and its performance does not violate or conflict with any provision in the articles of association or internal rules of the information disclosure obligor.
3、 In accordance with the provisions of the securities law of the people’s Republic of China, the measures for the administration of the acquisition of listed companies and the standards for the content and format of information disclosure by companies publicly issuing securities No. 15 – Report on changes in equity (revised in 2020), this report has fully disclosed the changes in shares in which the information disclosure obligor has interests in Landocean Energy Services Co.Ltd(300157) .
4、 As of the signing date of this report, except for the information disclosed in this report, the above information disclosure obligor has not increased or reduced its shares in Landocean Energy Services Co.Ltd(300157) by any other means.
5、 This equity change is based on the information stated in this report. The information disclosure obligor has not entrusted or authorized any other person to provide information not listed in this report and make any explanation or explanation to this report.
6、 The information disclosure obligor promises that there are no false records, misleading statements or major omissions in this report, and is legally responsible for its authenticity, accuracy and completeness.
catalogue
Section 1 interpretation- 1 –
Section II introduction to information disclosure obligors- 2 –
Section III purpose of equity change and shareholding plan- 3 –
Section IV method of equity change- 4 –
Section V Trading of trading shares of Listed Companies in the first six months- 7 –
Section VI other major matters- 8 – Section VII documents for future reference- 9 – Section VIII declaration of information disclosure obligor- 10 –
Section I interpretation
In this report, unless otherwise specified herein, the following abbreviations have the following specific meanings:
This report / the Landocean Energy Services Co.Ltd(300157) simplified equity change report
Report / brief report on changes in equity
Report
Landocean Energy Services Co.Ltd(300157) / listed company refers to Landocean Energy Services Co.Ltd(300157)
Information disclosure obligor and Yinchuan refer to Yinchuan Zhongneng Xincai Technology Co., Ltd
Zhongneng
Housen investment Shandong Housen Investment Management Consulting Co., Ltd
Yinchuan Zhongneng and Housen investment signed the voting power entrustment agreement. This equity change refers to the Landocean Energy Services Co.Ltd(300157) 66 million shares held by Yinchuan Zhongneng
The voting rights of 9.27% are irrevocable within the entrustment period
The sale is entrusted to Housen investment, which accepts the above entrustment
CSRC refers to China Securities Regulatory Commission
Shenzhen Stock Exchange and stock exchange refer to Shenzhen Stock Exchange
Company law means the company law of the people’s Republic of China
Securities Law means the securities law of the people’s Republic of China
The measures for the administration of acquisition refers to the measures for the administration of the acquisition of listed companies (revised in 2020)
Yuan, ten thousand yuan and one hundred million yuan refer to RMB, ten thousand yuan and one hundred million yuan
Note: due to rounding, there may be a tail difference between the sum of sub items and total items in this report.
Section II introduction to information disclosure obligors
1、 Basic information of information disclosure obligor:
Name: Yinchuan Zhongneng Xincai Technology Co., Ltd
Company type other limited liability companies
Registered capital: RMB 600000000
Address / mailing address: office building 67, innovation park, Yinchuan economic and Technological Development Zone
Legal representative: Zhang Youlong
Business term: from June 21, 2021 to no fixed term
Unified credit code 91640100ma772yel0e
Technology development, technical consultation, technology transfer and technology promotion; Enterprise planning; Business scope: enterprise management consulting; Economic information consultation (excluding investment consultation). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2、 Shareholders
No. shareholder name shareholding ratio
1 Beijing Zhongneng Zhihui Technology Co., Ltd. 36%
2. Yinchuan Yucheng Investment Co., Ltd. 30%
3 Luquan Hengtong (Zhuhai) industrial partnership (19%)
Partnership)
4 Anhui Siji smart new energy technology Co., Ltd. 15%
3、 Directors and main responsible persons
In other domestic and foreign listed companies, the right of residence of shares with name, gender, nationality, long-term residence in other countries or positions reaches or exceeds 5% of the issued shares of the company
Zhang Youlong, male, chairman of Beijing, China none
Liu Yaling, male, no director and general manager in Beijing, China
manager
Section III purpose of equity change and shareholding plan
1、 Purpose and reason of this equity change
(i) Purpose of this equity change
The purpose of this equity change is to better promote the sustainable, stable and healthy development of listed companies. （2） Reasons for this equity change
On December 31, 2021, the information disclosure obligor signed the voting right entrustment agreement with Housen investment. Yinchuan Zhongneng irrevocably entrusted the voting rights of Landocean Energy Services Co.Ltd(300157) 66 million shares held by Yinchuan Zhongneng, that is, the voting rights of shares accounting for 9.27% of the total share capital of the listed company, to Housen investment within the entrustment period. Housen investment accepted the above entrustment.
2、 Does the information disclosure obligor intend to increase or decrease its Landocean Energy Services Co.Ltd(300157) shares in the next 12 months
As of the signing date of this report, the information disclosure obligor will not actively increase or reduce its shares in the listed company in the next 12 months. In case of any change in relevant interests in the future, the information disclosure obligor will perform the information disclosure obligation in a timely manner in strict accordance with relevant regulations.
Section IV changes in equity
1、 Shareholding of information disclosure obligor before equity change
Before this equity change, the information disclosure obligor held 66 million shares of the listed company, accounting for 9.27% of the total share capital of the listed company.
2、 Details of this equity change
On December 31, 2021, the information disclosure obligor signed the voting right entrustment agreement with Housen investment. Yinchuan Zhongneng irrevocably entrusted the voting rights of Landocean Energy Services Co.Ltd(300157) 66 million shares held by Yinchuan Zhongneng, that is, the voting rights of shares accounting for 9.27% of the total share capital of the listed company, to Housen investment within the entrustment period. Housen investment accepted the above entrustment.
3、 Main contents of agreements related to this equity change
Party A (trustee): Shandong Housen Investment Management Consulting Co., Ltd
Party B (client): Yinchuan Zhongneng Xincai Technology Co., Ltd
Whereas:
1. On the date of signing this agreement, Party B is one of the major shareholders of Landocean Energy Services Co.Ltd(300157) (hereinafter referred to as ” Landocean Energy Services Co.Ltd(300157) “), holding 9.27% of the shares of Landocean Energy Services Co.Ltd(300157) , i.e. 66 million shares (hereinafter referred to as “subject shares”).
2. Party B agrees to irrevocably authorize Party A to exercise the voting rights of the underlying shares held by Party B in accordance with this agreement.
Now, through full consultation, both parties have reached the following agreement for mutual compliance.
Article 1 Party B agrees to irrevocably entrust the voting right of the subject stock held by Party B to Party A as agreed in this agreement. As the sole and exclusive trustee, Party A’s voting right entrustment is valid for 24 months from the effective date of this agreement.
Article 2 Party B irrevocably entrusts the following shareholders’ rights corresponding to the Landocean Energy Services Co.Ltd(300157) 66 million shares held by Party B to Party A. Party A agrees to exercise the following shareholders’ rights (voting rights) corresponding to the entrusted shares within the period agreed in this Agreement and in accordance with the legal provisions and Landocean Energy Services Co.Ltd(300157) articles of association, including but not limited to the following shareholders’ Rights:
a) Jointly request, convene, attend on site or appoint agents to attend the general meeting of shareholders of the listed company according to law; b) Propose shareholder proposals according to law, propose candidates for directors and supervisors and participate in voting;
c) In accordance with the relevant provisions of laws, regulations, normative documents and the articles of association, the matters that need to be submitted to the general meeting of shareholders for deliberation shall be voted according to Party A’s own intention. Party B has the right to know all the proposals of the listed company, and Party A shall inform Party B and back up the proposal documents of the listed company. d) This agreement stipulates that Party A’s entrustment is limited to the voting right and proposal right, and does not involve the income right and disposal right of such shares. The relevant rights and interests include dividends, share transfer, share pledge and other matters directly related to the income and disposal of the shares held by Party B.
Article 3 Party B will provide full cooperation with Party A in exercising the entrusted rights, including timely signing relevant agreements and other legal documents when necessary (for example, to meet the requirements of submitting documents required by government departments for approval, registration and filing).
Article 4 during the validity of this agreement, Party B has the right to increase the holding of Landocean Energy Services Co.Ltd(300157) shares without seeking the consent of Party A. the voting rights corresponding to the increased holding of some Landocean Energy Services Co.Ltd(300157) shares shall still be entrusted to Party A to exercise in accordance with the agreement.
Article 5 except for matters that Party B, as a related party, should avoid voting, Party A shall attend the shareholders’ meeting held in Landocean Energy Services Co.Ltd(300157) on behalf of Party B in accordance with Article 2 of this agreement.
Article 6 this Agreement shall come into force as of the date when it is sealed and signed by both parties. If there are any matters not covered after the signing of this agreement, both parties shall sign a supplementary agreement for agreement.
Article 7 this Agreement shall be governed by Chinese law. Any dispute arising from or in connection with the performance of this Agreement shall first be settled by both parties through friendly negotiation. If the negotiation fails, either party may initiate arbitration with the Beijing Arbitration Commission.
Article 8 this agreement is made in quadruplicate, with each party holding two copies, each of which has the same legal effect.
4、 Restrictions on the rights of shares of listed companies involved in this equity change
As of the signing date of this report, 66 million shares authorized and entrusted by the information disclosure obligor were frozen, including 23 million Pledged Shares.
Section V Trading of trading shares of listed companies within the first six months the information disclosure obligor did not buy or sell shares of listed companies within the first six months.
Section VI other major matters
As of the signing date of this report, the information disclosure obligor has truthfully disclosed the information related to this equity change in accordance with relevant regulations. There is no information that should be disclosed but not disclosed in order to avoid investors’ misunderstanding of the content of this report, nor other information that the information disclosure obligor is required to provide by the CSRC or the stock exchange according to law.
Section VII documents for future reference
1、 Documents for future reference
1. A copy of the business license of the information disclosure obligor;
2. List of directors and their main responsible persons of the information disclosure obligor and their identity documents;
3. Voting right entrustment agreement mentioned in this report;
4. Other documents for future reference required by CSRC or stock exchange.
2、 Location of documents for future reference
This report and the above documents for reference shall be placed on the Shenzhen Stock Exchange and Landocean Energy Services Co.Ltd(300157) for reference
