Securities code: Landocean Energy Services Co.Ltd(300157) securities abbreviation: Landocean Energy Services Co.Ltd(300157) Announcement No.: 2022066 Landocean Energy Services Co.Ltd(300157)
Announcement of resolutions of the 8th 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.
The 8th meeting of the 5th board of directors of Landocean Energy Services Co.Ltd(300157) (hereinafter referred to as “the company”) was held on April 27, 2022 in the conference room on the 5th floor of building 4, yard 3, fengxiu Middle Road, Haidian District, Beijing in the form of combination of on-site and communication. The notice of this meeting will be sent by email or other oral means on April 17, 2022. 13 directors should attend the meeting, and 13 actually attended the meeting. 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 the work report of the board of directors in 2021 with 13 affirmative votes, 0 negative votes and 0 abstention
According to the articles of association, the board of directors of the company prepared the work report of the board of directors in 2021. For details, please refer to the company on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Relevant chapters of Landocean Energy Services Co.Ltd(300157) 2021 annual report published. The independent directors of the company submitted a work report to the board of directors.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2、 The meeting deliberated and adopted the proposal on the work report of the general manager in 2021 with 13 affirmative votes, 0 negative votes and 0 abstention
According to the articles of association and the working rules of the general manager, the general manager of the company submitted the work report of the general manager for Landocean Energy Services Co.Ltd(300157) 2021 to the board of directors.
3、 The meeting deliberated and adopted the proposal on the self-evaluation report on internal control in 2021 by 13 votes in favor, 0 against and 0 abstention
In accordance with the provisions of relevant laws, regulations and normative documents, combined with the company’s internal control system and evaluation methods, on the basis of daily and special supervision of internal control, the company’s management seriously carried out the self-examination of corporate governance and internal control, and evaluated the effectiveness of the company’s internal control on December 31, 2021 (benchmark date of internal control evaluation report), And prepared the self-evaluation report on internal control in Landocean Energy Services Co.Ltd(300157) 2021.
The board of directors of the company pays great attention to the construction of internal control management system, and also notes that internal control should adapt to the company’s business scale, business scope, competition and risk level, and be adjusted in time with the changes of the situation. With the changes of the company’s scale, business scope, national laws and regulations and other internal and external environment, the company will continue to supplement and improve the internal control system, standardize the implementation of the internal control system, strengthen the supervision and inspection of internal control, promote the healthy and sustainable development of the company, and effectively safeguard the legitimate rights and interests of the company and all shareholders. For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Published Landocean Energy Services Co.Ltd(300157) 2021 annual internal control self evaluation report.
The independent directors of the company expressed independent opinions on the self-evaluation report on internal control in Landocean Energy Services Co.Ltd(300157) 2021.
4、 The meeting deliberated and adopted the proposal on special instructions on the occupation of funds by controlling shareholders and other related parties by 13 affirmative votes, 0 negative votes and 0 abstention
Lixin Zhonglian Certified Public Accountants (special general partnership) audited the capital transactions between the company and its controlling shareholders, actual controllers and other related parties, and issued the special instructions on the occupation of funds by Landocean Energy Services Co.Ltd(300157) controlling shareholders and other related parties.
The independent directors of the company expressed independent opinions on the occupation of funds by controlling shareholders and other related parties in 2021.
5、 The meeting deliberated and adopted the proposal on the 2021 annual report and its summary with 13 affirmative votes, 0 negative votes and 0 abstention
In accordance with the requirements of the company law, the securities law, the standards for the contents and forms of information disclosure by companies offering securities to the public No. 2 – the contents and forms of annual reports, the Listing Rules of Shenzhen Stock Exchange on the gem and other relevant provisions of the CSRC, The company prepared the 2021 annual report and the 2021 annual report summary according to the business performance in 2021 and the 2021 annual audit report issued by Lixin Zhonglian Certified Public Accountants (special general partnership).
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Published annual report of Landocean Energy Services Co.Ltd(300157) 2021 and its abstract.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 The meeting deliberated and adopted the proposal on the financial statement report of 2021 by 13 affirmative votes, 0 negative votes and 0 abstention
In accordance with the articles of association, the financial director of the company submitted the final financial statement report of Landocean Energy Services Co.Ltd(300157) 2021 to the board of directors. For details, see the company’s website on cninfo on the same day（ http://www.cn.info.com.cn. ）Relevant chapters of Landocean Energy Services Co.Ltd(300157) 2021 annual report published.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
7、 The meeting deliberated and adopted the proposal on no profit distribution in 2021 by 13 votes in favor, 0 against and 0 abstention
According to the audit, the net profit of the parent company in 2021 was -1298553300 yuan, plus the undistributed profit of -1816141800 yuan at the beginning of the year. As of December 31, 2021, the accumulated profit available for distribution to shareholders of the parent company was -3114695100 yuan, and the undistributed profit at the group consolidation level was -3054629700 yuan.
The company had a large loss in 2021 and did not meet the conditions for dividends. In order to ensure the production and operation of the company, the board of directors decided not to distribute cash dividends, bonus shares or increase share capital with provident fund in this year.
The independent directors of the company expressed independent opinions on the proposal on no profit distribution in 2021. This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
8、 The meeting deliberated and adopted the proposal on the provision for asset impairment and asset write off in 2021 by 13 votes in favor, 0 against and 0 abstention
The company’s provision for impairment of relevant assets in 2021 in accordance with the principle of accounting prudence is in line with the accounting standards for business enterprises and relevant regulations and the actual situation of the company, which helps to provide investors with more authentic and reliable accounting information and more fairly reflect the assets and financial status of the company.
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Announcement of Landocean Energy Services Co.Ltd(300157) on provision for asset impairment and asset write off in 2021 published.
The independent directors of the company expressed independent opinions on the proposal on the provision for asset impairment and asset write off in 2021.
9、 The meeting deliberated and adopted the proposal on the outstanding losses reaching one third of the total paid in share capital by 13 affirmative votes, 0 negative votes and 0 abstention votes
As of December 31, 2021, the amount of the company’s outstanding losses was -3.055 billion yuan, and the paid in share capital was 712 million yuan. The amount of the company’s outstanding losses exceeded one third of the total paid in share capital. For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Announcement of Landocean Energy Services Co.Ltd(300157) on uncovered losses reaching one third of the total paid in share capital published.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
10、 The meeting deliberated and adopted the proposal on the remuneration plan of directors in 2022 with 13 affirmative votes, 0 negative votes and 0 abstention
In order to fully and effectively mobilize the work enthusiasm and creativity of directors and further improve the work efficiency and the company’s operating efficiency, the company has formulated the director’s remuneration plan for 2022 in accordance with relevant national laws, regulations and the articles of association, as well as the actual situation of the company’s industry and region, the company’s business model and so on. For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Announcement of Landocean Energy Services Co.Ltd(300157) on the remuneration (allowance) scheme of directors, supervisors and senior managers in 2022 published.
The independent directors of the company expressed independent opinions on the director’s remuneration plan of the company in 2022.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
11、 The meeting deliberated and adopted the proposal on the remuneration scheme for senior managers in 2022 with 13 affirmative votes, 0 negative votes and 0 abstention
In order to fully and effectively mobilize the work enthusiasm and creativity of senior managers and further improve the work efficiency and the company’s operating efficiency, the company has formulated the remuneration scheme for senior managers in 2022 in accordance with relevant national laws, regulations and the articles of association, as well as the actual situation of the industry and region where the company is located, the company’s business scale and so on. For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Announcement of Landocean Energy Services Co.Ltd(300157) on the remuneration (allowance) scheme of directors, supervisors and senior managers in 2022 published.
The independent directors of the company expressed independent opinions on the company’s executive compensation plan in 2022.
12、 The meeting deliberated and adopted the proposal on renewing the appointment of accounting firms in 2022 by 13 votes in favor, 0 against and 0 abstention
In order to continue to maintain the objectivity and fairness of the company’s audit work, the board of directors agreed to renew the appointment of Lixin Zhonglian Certified Public Accountants (special general partnership) as the company’s audit service agency in 2022 for one year upon the proposal of the company’s audit committee. For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Announcement of Landocean Energy Services Co.Ltd(300157) on reappointment of accounting firm in 2022 published.
This proposal has been approved in advance by independent directors, who have expressed their independent opinions.
This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
13、 The meeting deliberated and adopted the proposal on convening the 2021 annual general meeting of shareholders of the company with 13 affirmative votes, 0 negative votes and 0 abstention votes
The company decided to hold the 2021 annual general meeting of shareholders on May 26, 2022. For details, see the company’s website on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Notice of Landocean Energy Services Co.Ltd(300157) on convening the 2021 annual general meeting of shareholders published.
14、 The meeting deliberated and adopted the proposal on the report of the first quarter of 2022 with 13 affirmative votes, 0 negative votes and 0 abstention
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）The first quarter report of Landocean Energy Services Co.Ltd(300157) 2022 published.
15、 The meeting deliberated and adopted the proposal on the company and its holding subsidiaries applying for comprehensive credit line from banks and other financial institutions in 2022 by 13 votes in favor, 0 against and 0 abstention
In order to meet the needs of production and operation, the company and its holding subsidiaries are expected to apply for a comprehensive credit line of no more than 500 million yuan from banks and other financial institutions in 2022 (within the scope of no more than this line, the credit line actually approved by each bank shall prevail). The specific bank credit unit shall be subject to the actual signing between the company and relevant banks and other financial institutions, within the scope of the above line, The company and its holding subsidiaries can jointly use the bank financing according to the actual needs.
In order to facilitate the implementation of the application of the company and its holding subsidiaries for credit line from banks and other financial institutions in 2022, the board of directors of the company authorizes the management of the company to handle all affairs of the company and its holding subsidiaries applying for credit line from banks and other financial institutions on behalf of the company within the approved credit line (including but not limited to credit, loan, mortgage, financing, etc.) All economic responsibilities shall be borne by the company and its holding subsidiaries. The validity period of this authorization resolution is 12 months, calculated from the date of deliberation and adoption by the board of directors.
For details, please refer to the company’s website on the same day（ http://www.cn.info.com.cn. ）Announcement of Landocean Energy Services Co.Ltd(300157) on the company and its holding subsidiaries applying for comprehensive credit line from banks and other financial institutions in 2022.
16、 The meeting deliberated and adopted the proposal on the company’s plan to increase the loan amount and extend the loan term and related party transactions from the controlling shareholders by 11 votes in favor, 0 against and 0 abstention
On December 28, 2021, the first meeting of the Fifth Board of directors of the company deliberated and approved the proposal on the company’s plan to borrow from the controlling shareholder and related party transactions. In order to solve the financial pressure faced by the company in operation and help the company resolve the debt crisis, the controlling shareholder Beijing shuosheng Technology Information Consulting Co., Ltd. (hereinafter referred to as “shuosheng technology”) plans to provide the company with working capital loans of no more than 220 million yuan, The loan is mainly used to supplement the company’s working capital and daily operation needs, and the loan term is from the date of deliberation and approval by the board of directors
