The chairman resigned and the director was dismissed! The company will receive another letter of concern

Equity disputes are hard to return, and internal disputes escalate again. Landocean Energy Services Co.Ltd(300157) recently staged a farce in which directors were dismissed.

Although Landocean Energy Services Co.Ltd(300157) was in constant trouble, the share price performance was very strong. The stock rose the limit after opening today. So far, the stock has reported 5.45 yuan, with a total market value of 3.88 billion yuan.

Landocean Energy Services Co.Ltd(300157) internal bucket “continuous smoke”

staged the farce of the removal of directors

On February 23, Landocean Energy Services Co.Ltd(300157) disclosed the announcement on the resolution of the second meeting of the Fifth Board of supervisors and the notice on convening the first extraordinary general meeting of shareholders in 2022. The announcement showed that Landocean Energy Services Co.Ltd(300157) controlling shareholder shuosheng technology proposed to the board of supervisors to convene an extraordinary general meeting to remove director sun Yuqin.

Landocean Energy Services Co.Ltd(300157) in the proposal to remove sun Yuqin from the post of director, it is mentioned that the company is currently in difficulties in operation. About 940 million debts are due and some are in the process of court enforcement. If an agreement is not reached with creditors in time, xinjinhua and other core assets of the company will be sold at a low price to repay some debts, which is obviously not in line with the interests of the company and all shareholders, If the company’s core assets are sold at a low price, the company will be unable to reverse the current difficult situation.

In view of the above urgent situation, after many hard negotiations with the creditors and with the support of shuosheng technology, the relevant creditors agreed to temporarily suspend the enforcement procedure and agree to the company’s installment repayment, thus forming a relatively favorable settlement agreement (Draft) for the company.

After the above settlement agreement (Draft) was submitted to the then Chairman Sun Yuqin on January 13, 2022, sun Yuqin has not actively convened the board of directors to review the settlement agreement (Draft). The directors, senior managers and creditors of the rear branch urged and asked the company to convene the board meeting as soon as possible, but Sun Yuqin still ignored it.

As a director, sun Yuqin obviously lacks the understanding of the company’s current situation and development strategy. Sun Yuqin’s above behavior has damaged the interests of the company and all shareholders, especially small and medium-sized shareholders, and seriously hindered the development of the company in a difficult period. In order to promote the company to solve the current serious difficult situation as soon as possible and promote the company to gradually embark on the road of normal operation and development, the board of supervisors is requested to convene and preside over the first extraordinary general meeting of shareholders in 2022 and consider the proposal to remove sun Yuqin from the post of director.

one hour before the meeting, the general manager wants to dismiss the supervisor

board of supervisors: dismissal is invalid!

However, the convening of the extraordinary general meeting of shareholders of Landocean Energy Services Co.Ltd(300157) was not plain sailing. On February 23, less than one hour before the meeting, sun Yuqin, the director and general manager of the company, sent an email to Ms. Feng Shanshan, the employee representative supervisor, and Mr. Liu Hong, the chairman of the board of supervisors, to “terminate” the labor relationship between the company and Ms. Feng Shanshan in the name of the company on the grounds of “being absent from work for 3 consecutive days and leaving late and early for many consecutive days”, And claimed that Ms. Feng Shanshan no longer has the qualification of employee supervisor.

The board of supervisors of the company believes that sun Yuqin, as the general manager of the company, has “terminated” the labor relationship with Ms. Feng Shanshan in the name of the company without performing the necessary procedures in accordance with the relevant systems of the company, which violates the relevant systems of the company; Sun Yuqin’s dismissal and dismissal of Ms. Feng Shanshan has no legal basis and legal effect, and Ms. Feng Shanshan still has the qualification of employee representative supervisor. Sun Yuqin’s above actions are intended to interfere with the standardized operation of the board of supervisors of the company and hinder the smooth convening of this meeting according to law.

As of the date of this announcement, Feng Shanshan is the assistant to the general manager and the manager of the comprehensive affairs and safety department, and is the head of the company’s Department; According to Article 24 of the company’s working rules for the general manager, “when the general manager appoints or removes the person in charge of the company’s Department, the personnel department of the company shall first assess and the general manager shall decide on the appointment and removal”. After verification with the manager of the personnel department of the company, the personnel department of the company was unaware of the above-mentioned appointment and removal matters, did not start any assessment procedures for these matters, and did not receive the written decision of the general manager of the company on the above-mentioned appointment and removal matters.

Landocean Energy Services Co.Ltd(300157) attention letter to Shenzhen Stock Exchange:

are the reasons for dismissal sufficient?

The above personnel changes have also attracted regulatory attention. At noon on February 24, Landocean Energy Services Co.Ltd(300157) received a letter of concern from the Shenzhen Stock Exchange, asking it to explain the relevant situation of shuosheng technology’s early request to the board of directors to convene an extraordinary general meeting of shareholders, and the reasons for the failure of relevant matters to fulfill the obligation of information disclosure; Ask shuosheng technology to further explain whether there is sufficient and objective basis for the reasons for the removal proposed in the proposal on the removal of sun Yuqin as a director; Meanwhile, please disclose the opinions of director Sun Yuqin on relevant matters, and ask the independent directors of the company to verify relevant matters and express independent opinions.

According to public information, sun Yuqin once worked in the Department of finance of Hebei Province. He joined the company on June 5, 2012. He is now the Secretary of the Landocean Energy Services Co.Ltd(300157) Party committee and deputy general manager. He also serves as the chairman of Langfang xinsaipu special equipment Co., Ltd. and is in charge of the human resources and legal affairs department and the comprehensive affairs and safety management department of the group.

has been in office for more than 2 months

resigned as chairman

It is worth noting that sun Yuqin, the newly dismissed director, took office in December last year. On December 9, 2021, Landocean Energy Services Co.Ltd(300157) held the 45th meeting of the Fourth Board of directors. The meeting deliberated and adopted the proposal on electing Ms. sun Yuqin as the chairman of the Fourth Board of directors, and elected Ms. sun Yuqin as the chairman of the Fourth Board of directors of the company. At the same time, Ms. sun Yuqin, the new chairman of the company, will act as the Secretary of the board of directors until the company formally appoints the Secretary of the board of directors.

But two months later, Landocean Energy Services Co.Ltd(300157) changed its face and convened 12 directors to try to remove its chairman, general manager and director, but in the end, it failed. On February 9, Landocean Energy Services Co.Ltd(300157) announced that the company held an interim meeting of the board of directors. The proposal on removing Ms. sun Yuqin from the post of chairman of the 5th board of directors of the company was deliberated and not adopted at the meeting with 5 affirmative votes, 7 negative votes and 0 abstention; The proposal on removing Ms. sun Yuqin from the post of general manager of the company was not passed after deliberation; The proposal on removing Ms. sun Yuqin from the post of director was not adopted after deliberation.

Unexpectedly, on February 14, 2022, sun Yuqin submitted a written resignation report and resigned as the chairman and legal person of the company. This means that he left after taking office for more than two months.

According to the announcement, considering the current actual situation of the company, in order to strengthen the planning and strategic planning ability of the board of directors for the company’s industry business and give full play to the support and help role of shareholders for the company’s operation, Ms. sun Yuqin decided to resign from the chairman of the Fifth Board of directors after careful consideration, starting from the overall situation of the company’s development and focusing on the company’s current and future long-term development After resignation, Ms. sun Yuqin will continue to serve as a director and general manager of the Fifth Board of directors.

On February 15, Landocean Energy Services Co.Ltd(300157) disclosed the announcement on the resignation of the Secretary of the board of directors and the appointment of directors to act as the Secretary of the board of directors. The announcement showed that Wang Yanqiu resigned as the Secretary of the board of directors of the company, and the board of directors appointed Wang lifeI, the director and vice chairman of the company, to act as the Secretary of the board of directors.

For the above situation, the Shenzhen stock exchange sent two letters of concern a week, asking the company to explain whether sun Yuqin’s resignation has taken effect and whether the relevant matters comply with the provisions of the company law and your articles of Association; Whether the appointment of Wang lifeI to act as the Secretary of the board of directors has been reviewed by the board of directors, whether it complies with the provisions of the rules for companies listed on GEM and your articles of association, and whether the relevant designated arrangements are legal and effective.

equity disputes are too serious

Behind this farce, in fact, is the equity dispute that has existed for a long time.

In 2019, Yinchuan Zhongneng became the largest shareholder of Landocean Energy Services Co.Ltd(300157) by acquiring equity. However, in 2020, shuosheng technology increased its holdings of Landocean Energy Services Co.Ltd(300157) by raising cards, with a shareholding ratio higher than that of Yinchuan Zhongneng. However, during this period, the company has been managed by Yinchuan Zhongneng. In order to compete for the control of the company, the two sides have been competing secretly.

Until December 27 last year, Landocean Energy Services Co.Ltd(300157) announced that the company’s extraordinary general meeting of shareholders deliberated and adopted relevant proposals on the general election of the board of directors and the board of supervisors. Based on the current shareholding of the company’s shareholders and the composition of the members of the Fifth Board of directors, the controlling shareholder of the company was changed from Yinchuan Zhongneng to shuosheng technology, and the actual controller was changed from Liu Yaling to Li Liping.

On January 5, Landocean Energy Services Co.Ltd(300157) announced that the shareholders Yinchuan Zhongneng and sun Gengwen entrusted a total of 14.23% of the voting rights to Housen investment within the entrustment period. On January 18, Landocean Energy Services Co.Ltd(300157) issued an announcement in response to the letter of concern of Shenzhen Stock Exchange, saying that Housen investment has no intention to actively seek control of Landocean Energy Services Co.Ltd(300157) in the next 12 months; If the later development of Landocean Energy Services Co.Ltd(300157) is consistent with the development direction of Housen investment, Housen investment does not rule out continuing to increase its holdings of Landocean Energy Services Co.Ltd(300157) shares.

In recent years, Landocean Energy Services Co.Ltd(300157) has been deeply involved in internal disputes, which has greatly damaged its vitality and worsened its business situation.

At the same time, due to problems in standardized operation and information disclosure, we received the decision on administrative supervision measures issued by Beijing regulatory bureau. The Beijing regulatory bureau shall take administrative regulatory measures to order them to make corrections and record them in the integrity archives of the capital market. It is required to improve its internal control management, strengthen the training of laws and regulations for the actual controllers, directors, supervisors and senior personnel, strictly perform the obligation of information disclosure, and avoid such violations again.

According to the data, Landocean Energy Services Co.Ltd(300157) is a high-tech, collectivized and international comprehensive energy service provider. The current main business of the group company includes core precision instrument and high-end equipment manufacturing business, professional software for oil and gas exploration and development, engineering operation technical service, oil and gas assets, new business development, etc.

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