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: Shandong Housen Investment Management Consulting Co., Ltd. domicile / mailing address: No. 2299, Yikang Avenue, Tengzhou Industrial Park, Zaozhuang City, Shandong Province nature of share change: voting right entrustment (increase)
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- 1 – Section IV equity change method- 2 –
Section V Trading of shares of Listed Companies in the first six months- 6 –
Section VI other major matters- 7 – Section VII documents for future reference- 8 – Section VIII declaration of information disclosure obligor- 9 –
Section I interpretation
In this report, unless otherwise specified in the text, the following abbreviations have the following specific meanings: This report / simplified right refers to Landocean Energy Services Co.Ltd(300157) simplified equity change report Landocean Energy Services Co.Ltd(300157) / listed company refers to Landocean Energy Services Co.Ltd(300157) information disclosure obligor, and refers to Housen investment of Shandong Housen Investment Management Consulting Co., Ltd
Yinchuan Zhongneng refers to Yinchuan Zhongneng Xincai Technology Co., Ltd
According to the voting power entrustment agreement signed by Housen investment and Yinchuan Zhongneng
Yinchuan Zhongneng transferred its Landocean Energy Services Co.Ltd(300157) 66 million shares
The voting rights of shares, i.e. 9.27% of the voting rights of shares, are within the entrustment period
It is irrevocably entrusted to Housen investment, and Housen investment accepts the above
This equity change refers to the entrustment; According to the voting power entrustment signed by Housen investment and sun Gengwen
According to the agreement, sun Geng Wen transferred the Landocean Energy Services Co.Ltd(300157) 35.3551 million held by him
The voting rights of shares, i.e. 4.96% of the voting rights of shares, are in the entrustment period
It is entrusted to Housen investment within the limit, and Housen investment accepts the above entrustment
Sen investment and sun Gengwen confirmed that the agreement is a voting power entrustment agreement, not a single agreement
To the action agreement.
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: Shandong Housen Investment Management Consulting Co., Ltd
Company type: limited liability company (invested or controlled by natural person)
Registered capital: RMB 100 million
Address / mailing address: No. 2299, Yikang Avenue, Tengzhou Industrial Park, Zaozhuang City, Shandong Province
Legal representative: Zhang Houji
Business term: November 8, 2021 to no fixed term
Unified credit code 91370481ma7bmbje5l
General items: socio economic advisory services; Engage in equity investment, investment management, asset management and other activities with private funds (must be registered with China Securities Investment Fund Association)
The board of directors shall not engage in business activities until it has completed registration and filing); Engage in investment with its own funds
Business scope: financing activities; Venture capital (limited to investment in unlisted enterprises); Marketing planning; Corporate image planning; Enterprise management consulting; Financing advisory services; intellectual property right
Services (except patent agency services). (except for projects subject to approval according to law,
Carry out business activities independently according to law with business license)
2、 Shareholders
No. shareholder name shareholding ratio
1 subsequent 60%
2 Wang Wanlan 40%
3、 Directors and main responsible persons
On other domestic and overseas
Companies with long-term residence in other countries and cities have interests
Name, gender, nationality, place of residence or region, with shares of or more than
Retained rights over the company’s issued
5% of shares
Zhang Houji, male, executive director of Hong Kong, Shandong Province, China
Zaozhuang municipal affairs and manager
In addition to Housen investment, Zhang Jiji also serves as executive director and manager and legal representative of Shandong Yahui Intelligent Equipment Co., Ltd., chairman and general manager and legal representative of Shandong haijiya environmental protection equipment Co., Ltd., executive director and manager and legal representative of Shandong Yasen Environmental Technology Co., Ltd., chairman and manager of Henghai jushuo (Zaozhuang) Technology Development Co., Ltd Legal representative, chairman of Shenkong (Shandong) Siasun Robot&Automation Co.Ltd(300024) Technology Co., Ltd. and director of Heze Dingtao Wanhui Zhichuang City Project Development Co., Ltd.
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 30, 2021, the information disclosure obligor and Yinchuan Zhongneng signed the voting rights entrustment agreement. 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 the information disclosure obligor within the entrustment period, and the information disclosure obligor accepted the above entrustment.
On January 4, 2022, the information disclosure obligor and sun Gengwen signed the voting right entrustment agreement. Sun Gengwen entrusted the voting rights of Landocean Energy Services Co.Ltd(300157) 35355100 shares held by him, that is, the voting rights of shares accounting for 4.96% of the total share capital of the listed company, to the information disclosure obligor within the entrustment period. The information disclosure obligor accepted the above entrustment, Housen investment and sun Gengwen confirmed that the agreement is a voting power entrustment agreement, not a unanimous action agreement.
2、 Whether the information disclosure obligor intends to increase its shares in the listed company in the next 12 months. As of the signing date of this report, the information disclosure obligor may increase its shares in the listed company in the next 12 months according to the overall situation of the securities market and in combination with the development of the listed company. 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 did not hold shares of the listed company.
2、 Details of this equity change
On December 30, 2021, the information disclosure obligor and Yinchuan Zhongneng signed the voting right entrustment agreement. 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 accounting for 9.27% of the total share capital of the listed company, to the information disclosure obligor within the entrustment period, and the information disclosure obligor accepted the above entrustment.
On January 4, 2022, the information disclosure obligor signed the voting right entrustment agreement with sun Gengwen. Sun Gengwen entrusted the voting rights of Landocean Energy Services Co.Ltd(300157) 35.3551 million shares held by sun Gengwen, that is, the voting rights accounting for 4.96% of the total share capital of the listed company, to the information disclosure obligor within the entrustment period. The information disclosure obligor accepted the above entrustment, Housen investment and sun Gengwen confirmed that the agreement is a voting power entrustment agreement, not a unanimous action agreement.
3、 Main contents of agreements related to this equity change
(i) Main contents of the voting power entrustment agreement signed by the information disclosure obligor and Yinchuan Zhongneng Party A (trustee): Shandong Housen Investment Management Consulting Co., Ltd
Party B (client): Yinchuan Zhongneng Xincai Technology Co., Ltd
1. Party B agrees to irrevocably entrust the voting rights of Landocean Energy Services Co.Ltd(300157) 9.27% of the shares held by Party B, i.e. 66 million shares (hereinafter referred to as “subject shares”) to Party A as agreed in this agreement. As the sole and exclusive trustee, Party A’s voting rights entrustment is valid for 24 months from the effective date of this agreement. 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.
3. 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 this agreement.
4. Party A shall represent Party B to attend the general meeting of shareholders held in Landocean Energy Services Co.Ltd(300157) in accordance with this agreement, except for matters that Party B should avoid voting as a related party.
（2） The main contents of the voting right entrustment agreement signed by the information disclosure obligor and sun Gengwen
Trustee: Shandong Housen Investment Management Consulting Co., Ltd
Client: sun Gengwen
1. The trustor agrees to entrust the corresponding voting rights of Landocean Energy Services Co.Ltd(300157) 35355137 shares to the trustee for exercise. The term of validity of the voting right entrustment is 24 months from the effective date of this agreement.
2. The scope of entrusted voting of the subject stock is limited to Landocean Energy Services Co.Ltd(300157) voting matters at the general meeting of shareholders. The entrusting party shall cooperate with the trustee to issue a power of attorney according to law, appoint the designated personnel of the trustee to attend the general meeting of shareholders of the listed company and exercise the voting rights in accordance with this agreement.
3. In accordance with the requirements of relevant laws, administrative regulations, departmental rules, other normative documents and the articles of association of the listed company, it is necessary for the shareholders and the general meeting of shareholders to discuss
