Securities code: 002086 securities abbreviation: St Toyo Announcement No.: 2022-012
Shandong Oriental Ocean Sci-Tech Co.Ltd(002086) Co., Ltd
Power of attorney for voting rights signed by controlling shareholders and persons acting in concert
And suggestive announcement of changes in shareholders’ equity
The shareholders Shandong Oriental Ocean Group, Mr. Che Shi and Mr. Zhu Chunsheng guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
The company and all members of the board of directors guarantee that the contents of the announcement are consistent with the information provided by the information disclosure obligor. Important content tips:
1. Shandong Oriental Ocean Group (hereinafter referred to as “Oriental Ocean Group”) and its people and vehicles acting in concert
Shi and Zhu Chunsheng hold 57179813 shares of Shandong Oriental Ocean Sci-Tech Co.Ltd(002086) (hereinafter referred to as “the company”), accounting for 7.56% of the total share capital of the company. According to Article 84 of the measures for the administration of the acquisition of listed companies, under any of the following circumstances, In order to have the control of the listed company: (1) the investor is the controlling shareholder holding more than 50% of the shares of the listed company; (II) the investor can actually control more than 30% of the voting rights of the shares of the listed company; (III) the investor can determine the election of more than half of the members of the board of directors of the company through the actual control of the voting rights of the shares of the listed company (4) The voting rights of the listed company’s shares that investors can actually control are sufficient to have a significant impact on the resolutions of the company’s general meeting of shareholders (V) other circumstances recognized by the CSRC. The members of the current board of directors of the company are nominated and elected by Dongfang ocean group. Therefore, Dongfang Ocean Group is still the controlling shareholder of the company and Mr. Che Shi is still the actual controller of the company. This change in equity belongs to the entrustment of voting rights among shareholders, which will not lead to changes in the situation of the controlling shareholder and actual controller of the company.
2. Mr. Che Shi, the actual controller of Dongfang Ocean Group and the person acting in concert of Dongfang Ocean Group
Mr. Zhu Chunsheng signed the voting power of attorney with Beijing shuaizhifu Technology Co., Ltd. (hereinafter referred to as “Beijing shuaizhifu”) on January 14, 2021, and Oriental Ocean Group, Mr. Che Shi and Mr. Zhu Chunsheng transferred their voting rights, nomination and proposal rights, participation rights, meeting convening rights The collection of voting rights and other rights other than usufruct and stock transfer rights are irrevocably, exclusively and exclusively entrusted to Beijing shuaizhifu.
3. After the voting right entrustment agreement is signed, during the voting right entrustment period, Oriental Ocean Group, Che Shi, Zhu Chunsheng and Beijing shuaizhifu constitute the relationship of persons acting in concert. As of the disclosure date of this announcement, the total number of voting shares owned by Beijing shuaizhifu, Oriental Ocean Group, Che Shi and Zhu Chunsheng is 57179813, accounting for 7.56% of the total shares of the company.
1、 Introduction to the signatory
(I) Party A (entrusting party)
Party A 1: Shandong Oriental Ocean Group Co., Ltd
Unified social credit Code: 91370613705802409j
Legal representative: Che Shi
Address: No. 2, quanyun South Road, Laishan District, Yantai City, Shandong Province
Party A II: Che Shi
ID number: 370622196010******
Address: Zhifu District, Yantai City, Shandong Province******
Party A III: Zhu Chunsheng
ID number: 370622196302******
Address: Laishan District, Yantai City, Shandong Province******
(II) Party B (transferee)
Beijing shuaizhifu Technology Co., Ltd
Legal representative: Ge Junming
Domicile: Macheng District, Xicheng District, Beijing******
Beijing shuaizhifu Technology Co., Ltd. is a legally established and effectively existing limited liability company with unified social credit code 91110102ma7eynu369, registered capital of 10 million yuan, business scope: technology development; Technical consultation; Technology transfer; Technology promotion; Technical services; Shenzhen Agricultural Products Group Co.Ltd(000061) preliminary processing; Frozen processing of aquatic products: Sales of class I and class II medical devices; Retail food Shenzhen Agricultural Products Group Co.Ltd(000061) and grain; Health food business. (market entities shall independently choose business items and carry out business activities according to law; health food business and projects subject to approval 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).
2、 Main contents of voting right entrustment
(I) client: Shandong Oriental Ocean Group Co., Ltd
Trustee: Beijing shuaizhifu Technology Co., Ltd
From the date of issuance of this power of attorney, the trustor, Shandong Oriental Ocean Group Co., Ltd. (hereinafter referred to as “the trustor”) has all the voting rights, nomination and proposal rights, participation rights, meeting convening rights of 34236501 shares (hereinafter referred to as “subject shares”) of Shandong Oriental Ocean Sci-Tech Co.Ltd(002086) (securities code: sz.002086, hereinafter referred to as “listed company”) The collection of voting rights and other rights other than the usufruct and stock transfer rights are irrevocably, exclusively and exclusively entrusted to Beijing shuaizhifu Technology Co., Ltd. (hereinafter referred to as “shuaizhifu”). The shareholder rights exercised by shuaizhifu include but are not limited to:
1) Convene, convene and participate in the general meeting of shareholders, exercise voting rights on all matters that need to be considered and voted at the general meeting of shareholders in accordance with laws and regulations and the articles of association of the listed company, and sign relevant documents (including any other shareholders’ voting rights specified in the articles of Association after amendment);
2) Exercise the shareholders’ proposal right to propose the election or removal of directors, supervisors, senior managers and other proposals;
3) Other matters related to shareholders’ voting rights.
The term of entrustment under this power of attorney shall be from the date of issuance of this power of attorney to the date of delivery of the underlying shares (from the date of effectiveness of this agreement to the date of completion of transfer and delivery of all the underlying shares). During this period, the trustor may not revoke the entrustment rights under the power of attorney in advance, and the trustee may not delegate the entrusted matters to other parties for exercise.
The validity of the above entrustment and the entrusted shares include the newly added shares due to the changes of the listed company’s share offering, conversion to additional shares, allotment, etc. after the date of issuance of this power of attorney.
(II) client: Che Shi
Trustee: Beijing shuaizhifu Technology Co., Ltd
From the date of the entrustment, the trustee Che Shi (ID number: 370622196010284812, hereinafter referred to as “the principal”) will have all the voting rights, nominations and proposals, the right to participate, the right to convene meetings of the 2943312 stocks (hereinafter referred to as “listed stocks”) of the Shandong Oriental Ocean Sci-Tech Co.Ltd(002086) (securities code: SZ.002086), hereinafter referred to as “listed companies”. The collection of voting rights and other rights other than the usufruct and stock transfer rights are irrevocably, exclusively and exclusively entrusted to Beijing shuaizhifu Technology Co., Ltd. (hereinafter referred to as “shuaizhifu”).
The shareholder rights exercised by shuaizhifu include but are not limited to:
1) Convene, convene and participate in the general meeting of shareholders, exercise voting rights on all matters that need to be considered and voted at the general meeting of shareholders in accordance with laws and regulations and the articles of association of the listed company, and sign relevant documents (including any other shareholders’ voting rights specified in the articles of Association after amendment);
2) Exercise the shareholders’ proposal right to propose the election or removal of directors, supervisors, senior managers and other proposals;
3) Other matters related to shareholders’ voting rights.
The term of entrustment under this power of attorney shall be from the date of issuance of this power of attorney to the date of delivery of the underlying shares (from the date of effectiveness of this agreement to the date of completion of transfer and delivery of all the underlying shares). During this period, the trustor may not revoke the entrustment rights under the power of attorney in advance, and the trustee may not delegate the entrusted matters to other parties for exercise.
The validity of the above entrustment and the entrusted shares include the newly added shares due to the changes of the listed company’s share offering, conversion to additional shares, allotment, etc. after the date of issuance of this power of attorney.
This power of attorney shall come into force on the date when it is signed by the client. This power of attorney shall come into force on the date when it is signed by the client. (III) client: Zhu Chunsheng
Trustee: Beijing shuaizhifu Technology Co., Ltd
From the date of the entrustment, the trustor Zhu Chunsheng (ID number: 370622196302044810, hereinafter referred to as “the principal”) shall have all the voting rights, nominations and proposals, the right to participate, the right to convene meetings of the 20000000 stocks (hereinafter referred to as “listed stocks”) of the Shandong Oriental Ocean Sci-Tech Co.Ltd(002086) (securities code: SZ.002086), hereinafter referred to as “listed companies”. The collection of voting rights and other rights other than the usufruct and stock transfer rights are irrevocably, exclusively and exclusively entrusted to Beijing shuaizhifu Technology Co., Ltd. (hereinafter referred to as “shuaizhifu”). The shareholders\’ rights exercised by shuaizhifu include but are not limited to: 1) convening, convening and participating in the general meeting of shareholders, exercising the voting right on all matters that need to be considered and voted at the general meeting of shareholders in accordance with laws and regulations and the articles of association of the listed company, and signing relevant documents (including any other shareholders\’ voting rights specified in the articles of association after amendment);
2) Exercise the shareholders’ proposal right to propose the election or removal of directors, supervisors, senior managers and other proposals;
3) Other matters related to shareholders’ voting rights.
The term of entrustment under this power of attorney shall be from the date of issuance of this power of attorney to the date of delivery of the underlying shares (from the date of effectiveness of this agreement to the date of completion of transfer and delivery of all the underlying shares). During this period, the trustor may not revoke the entrustment rights under the power of attorney in advance, and the trustee may not delegate the entrusted matters to other parties for exercise.
The validity of the above entrustment and the entrusted shares include the newly added shares due to the changes of the listed company’s share offering, conversion to additional shares, allotment, etc. after the date of issuance of this power of attorney.
This power of attorney shall come into force on the date when it is signed by the client.
After the signing of the above voting right entrustment agreement, during the voting right entrustment period, Oriental Ocean Group, Che Shi, Zhu Chunsheng and Beijing shuaizhifu constitute the relationship of persons acting in concert. As of the disclosure date of this announcement, the total number of voting shares owned by Beijing shuaizhifu, Oriental Ocean Group, Che Shi and Zhu Chunsheng is 57179813, accounting for 7.56% of the total shares of the company.
3、 Other instructions and risk tips
This entrustment of voting rights has not led to any change in the controlling shareholder and actual controller of the company, no violation of relevant commitments, no major change in the company’s main business, no significant adverse impact on the company’s financial situation, no impact on the company’s independence and conducive to the healthy development of the company.
The company will pay close attention to relevant matters and disclose the progress in time. The company will also strictly abide by the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange and fulfill the obligation of information disclosure. The information disclosure media designated by the company are securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com（ http://www.cn.info.com.cn. ）, the information about the company is subject to the information published in the above designated media. Please invest rationally and pay attention to investment risks.
4、 Filing documents
Voting right entrustment agreement.
It is hereby announced.
Shandong Oriental Ocean Sci-Tech Co.Ltd(002086)
Board of directors
January 15, 2002
