Securities code: Landocean Energy Services Co.Ltd(300157) securities abbreviation: Landocean Energy Services Co.Ltd(300157) Announcement No.: 2022075
Landocean Energy Services Co.Ltd(300157)
About the company’s plan to increase the loan amount and extend the loan period from the controlling shareholder
And related party transactions
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.
1、 Overview of related party transactions
1. On December 28, 2021, the first meeting of the 5th board of directors of Landocean Energy Services Co.Ltd(300157) (hereinafter referred to as “the company” or ” Landocean Energy Services Co.Ltd(300157) “) deliberated and adopted the proposal on the company’s proposed borrowing from controlling shareholders 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 of the company, Beijing shuosheng Technology Information Consulting Co., Ltd. (hereinafter referred to as “shuosheng technology”) intends to provide the company with working capital loans of no more than 220 million yuan. The loans are mainly used to supplement the working capital and daily operation needs of the company. The loan term is no more than six months from the date of approval by the board of directors. The loan term can be borrowed and repaid at any time. The loan interest rate is no higher than that of similar loans of the people’s Bank of China in the same period, The management of the company or its subsidiaries is authorized to handle relevant specific operation matters.
2. On April 27, 2022, the 8th meeting of the 5th board of directors of the company deliberated and approved the proposal on the company’s plan to increase the loan amount and extend the loan period and related party transactions from the controlling shareholder. In order to further solve the capital pressure faced by the company in its current operation and help the company solve the debt crisis, the controlling shareholder shuosheng technology plans to increase the loan amount provided to the company to no more than 420 million yuan, The loan is mainly used to supplement the company’s working capital and daily operation needs. The loan term is no more than 12 months from the date of deliberation and approval at the first meeting of the Fifth Board of directors. It can be borrowed and repaid at any time within the loan term. The loan interest rate is no higher than the interest rate of similar loans of the people’s Bank of China in the same period. The management of the company or its subsidiaries is authorized to handle relevant specific operation matters.
3. Shuosheng technology is the controlling shareholder of the company. According to article 7.2.3 of the GEM Listing Rules of Shenzhen Stock Exchange and the relevant provisions of the articles of association, this transaction constitutes a connected transaction.
4. When the 8th meeting of the 5th board of directors of the company deliberated on 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, Wang lifeI and Wang Xiaose, the related directors, abstained from voting. The independent directors expressed their independent opinions on the prior recognition and consent of the related party transaction. According to article 7.2.17 of Shenzhen Stock Exchange GEM Listing Rules, this connected transaction does not need to be submitted to the general meeting of shareholders for deliberation.
5. This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
2、 Basic information of related parties
1. Basic information
Company name: Beijing shuosheng Technology Information Consulting Co., Ltd
Registered capital: 200 million yuan
Date of establishment: July 17, 2020
Legal representative: Wang lifeI
Registered address: 908, floor 9, building 403, Baiziwan Xili, Chaoyang District, Beijing
Unified social credit Code: 91110105ma01tlfa0t
Economic and trade consultation; Enterprise management consulting; Educational consultation; Software development; Basic software services; Application software services (excluding medical software); Computer system services; business management; Market Research; Designing, producing, acting and publishing advertisements; Undertake exhibition activities; Conference services; Translation services; Technology development, technical consultation, technology transfer, technology promotion and technical services. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
Shuosheng technology was not included in the list of dishonest Executees of national courts.
2. Description of ownership structure and related relationship
The shareholders of shuosheng technology and their capital contributions are as follows:
Name of shareholder contribution amount (10000 yuan) shareholding ratio
Li Liping 1020051%
Wang lifeI 980049%
Total 2 Shenzhen Ecobeauty Co.Ltd(000010) 0%
Shuosheng technology is the controlling shareholder of the company, Li Liping is the actual controller of the company, and Wang Xiaose is the person acting in concert of shuosheng technology and Li Liping. Therefore, shuosheng technology is the related party of the company.
3、 Main contents of this connected transaction
1. Loan amount and purpose
Shuosheng technology intends to provide a total loan of no more than 420 million yuan to the company (including its subsidiaries) by itself or through entrusted loans to supplement the company’s working capital and daily operation. The specific loan contracts signed in the future shall prevail.
2. Borrowing method and term
The company (including its subsidiaries) obtains loans in accordance with the signed loan contract and pays the principal and interest in accordance with the contract; The loan term shall not exceed 12 months from the date of deliberation and approval at the first meeting of the Fifth Board of directors; Within the above loan limit, the company can borrow and repay at any time.
3. Loan interest rate and loan interest
The interest rate of this loan is no higher than that of similar loans of the people’s Bank of China in the same period. The loan interest is calculated from the date of arrival of each loan amount, and the interest expense is calculated according to the actual use time of the fund.
4、 Authorization matters
The board of directors of the company authorizes the management of the company or its subsidiaries to negotiate and handle specific loan matters with shuosheng technology according to their business and development needs, and sign contracts, agreements and other documents related to loan matters. 5、 Pricing policy and basis of transaction
The interest rate of this loan is no higher than the interest rate of similar loans of the people’s Bank of China in the same period. The pricing method of related party transactions is objective and reasonable. The trading method and price comply with the market rules. The decision-making process is carried out in strict accordance with the provisions of the Listing Rules of gem shares of Shenzhen Stock Exchange and the articles of association. There is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. The independent directors of the company also gave prior approval and independent opinions on the related party transactions arising from the company’s proposed loan.
6、 Purpose of this connected transaction and its impact on the company
This loan is the result of voluntary negotiation between both parties. Shuosheng technology provides loans for the company out of the long-term consideration of supporting the further development of the company and the actual operation needs of the company at present. The loan interest is charged at a rate no higher than the similar loan interest rate of the people’s Bank of China in the same period, which greatly alleviates the financing pressure of the company, improves the capital structure of the company, reduces the financing cost of the company, and promotes the health and development of the company Sound development is in line with the fundamental interests of the company and all shareholders.
7、 The accumulated amount of related party transactions between the company and the related person in this year
As of the date of this announcement, the company had related party transactions due to borrowing from shuosheng technology, with a cumulative loan amount of 177071886 yuan, and the outstanding loan balance is 177071886 yuan.
8、 Opinions of independent directors
The independent directors of the company, Mr. an Jiangbo, Ms. Shi Jingmin, Mr. Wang Pu, Mr. Guo Rong and Mr. Chen Jiangtao, have expressed their prior approval opinions and independent opinions on this connected transaction. The specific contents are as follows:
(I) prior approval
The counterparty of this transaction is the controlling shareholder of the company. After careful review of the materials submitted by the company on this related party transaction. We believe that the controlling shareholder of the company increased the loan amount and extended the loan period for the company, ensured the company’s capital turnover, reflected the controlling shareholder’s support for the company, alleviated the company’s financing pressure to a greater extent, improved the company’s capital structure and reduced the company’s financing cost. This transaction is in line with the interests of the company and all shareholders, and there is no damage to the interests of the company and minority shareholders.
Since the lender of the company’s loan is the controlling shareholder of the company, this transaction involves related party transactions. When the board of directors votes on relevant matters, related directors shall withdraw from voting. In conclusion, we agree to submit the proposal related to this transaction to the board of directors of the company for deliberation.
(II) independent opinions
This related party transaction reflects the support of the controlling shareholders to the company, ensures the demand for working capital for the company’s normal production and operation activities, alleviates the company’s capital pressure to a greater extent, is conducive to improving the company’s capital structure and reducing the company’s financing cost; The deliberation procedures of relevant proposals are legal and compliant, in line with the interests of the company and the majority of investors. There is no behavior damaging the interests of the company and minority shareholders, which will not affect the business independence of the company, nor adversely affect the production and operation and current performance of the company. The voting procedure of the board of directors on this related party transaction was legal. The related directors avoided voting on this proposal, which was in line with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association. The independent directors agreed to the related party transaction. 9、 Documents for future reference
1. Resolutions of the 8th meeting of Landocean Energy Services Co.Ltd(300157) the 5th board of directors;
2. Prior approval opinions of Landocean Energy Services Co.Ltd(300157) independent directors on matters related to the eighth meeting of the Fifth Board of directors;
3. Independent opinions of Landocean Energy Services Co.Ltd(300157) independent directors on matters related to the 8th meeting of the 5th 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 April 29, 2022
