Landocean Energy Services Co.Ltd(300157) ( Landocean Energy Services Co.Ltd(300157) , SZ; yesterday's closing price of 5.94 yuan) neidou is moving towards an unpredictable outcome.
Late at night on March 1, Landocean Energy Services Co.Ltd(300157) new controlling shareholder Beijing shuosheng Technology Information Consulting Co., Ltd. (hereinafter referred to as shuosheng Technology) threw a "heavy bomb" and proposed to remove four current directors. In addition to sun Yuqin, the director who proposed to be removed, and Jiang Yuxin, the resigned director, if everything is as expected by shuosheng technology, Landocean Energy Services Co.Ltd(300157) board of directors will vacate 6 seats and replace them with candidates nominated by them.
Data source: financial report chart of listed companies drawn by Yang Jing on Landocean Energy Services Co.Ltd(300157) official website
Among the six board seats that have been or are being loosened, three are closely related to the former controlling shareholder Yinchuan Zhongneng Xincai Technology Co., Ltd. (hereinafter referred to as Yinchuan Zhongneng), and three are Landocean Energy Services Co.Ltd(300157) original management.
Obviously, this will break the original "balance" between the original controlling shareholder, the new controlling shareholder and the original management.
On March 4, Landocean Energy Services Co.Ltd(300157) replied to the inquiry letter of the exchange. In the reply letter, shuosheng technology and sun Yuqin accused each other of obstructing the listed company from solving the debt problem. Seven directors including sun Yuqin even thought that the reply "will seriously mislead investors".
On March 6, Shenzhen Stock Exchange issued the seventh letter of concern to Landocean Energy Services Co.Ltd(300157) this year, requiring the company and relevant parties to further explain relevant matters in combination with the disclosed reply.
The debt problem is an important variable or key weight in the Landocean Energy Services Co.Ltd(300157) internal struggle.
former alliance now "tear face"
The motion proposed by the chairman of the board and the general manager to remove Sun Yusheng from his post is a signal of the situation. It was approaching the Spring Festival, and sun Yuqin had just become the new director, chairman and general manager.
It is shuosheng technology, the new controlling shareholder of the listed company, who wants to "drive away" Sun Yuqin, but interestingly, from the historical announcement, shuosheng technology and sun Yuqin were more like an "alliance" before.
For example, in May 2021, shuosheng technology proposed to remove Landocean Energy Services Co.Ltd(300157) 6 directors and 1 supervisor. At that time, 10 directors of Landocean Energy Services Co.Ltd(300157) did not agree to submit the proposal of shuosheng technology to the general meeting of shareholders for deliberation, but Sun Yuqin only abstained. In October 2021, shuosheng technology proposed to hold an extraordinary general meeting of shareholders and nominated three candidates for directors. Sun Yuqin said that "the contents of shareholders' proposals should be respected".
Sun Yuqin is a "senior employee" of Landocean Energy Services Co.Ltd(300157) and has been employed in Landocean Energy Services Co.Ltd(300157) since 2012. He has successively served as assistant to the general manager, deputy general manager, general manager and chairman of Landocean Energy Services Co.Ltd(300157) general manager. Shuosheng technology continued to buy Landocean Energy Services Co.Ltd(300157) shares in the secondary market in August 2020 and became the new controlling shareholder of Landocean Energy Services Co.Ltd(300157) after more than a year.
"Sun Yuqin was completely on the side of shuosheng from the time it (referring to shuosheng Technology) raised its card to the time before the change of the (Fifth Board of directors)." The aforementioned directors close to Yinchuan Zhongneng also said.
Since shuosheng technology has cooperated with sun Yuqin for a long time, why do the two sides break out of conflict now?
The reason for the dismissal given by shuosheng technology is that the relevant personnel of the listed company and the creditors formed a relatively favorable settlement agreement (Draft) for the company, but Sun Yuqin refused to perform the internal review procedures for this draft, missed the best opportunity to negotiate the debt settlement plan with the creditors, resulting in the creditors' letter to the company to suspend the settlement negotiation, And the subsequent disposal procedures of relevant assets will be adopted. At that time, the listed company will further lose control of xinjinhua and other core assets.
In this regard, sun Yuqin gave a very different statement in the announcement on March 4: it has always been his proposition and insistence to retain xinjinhua for listed companies. After receiving the first draft of the settlement plan, he carried out a series of work. Not himself, but the five directors actually nominated by shuosheng technology are obstructing the negotiation between listed companies and creditors.
Sun Yuqin also said: "since the controlling shareholder obtained the actual control right, Wang lifeI (director, vice chairman and legal representative of shuosheng Technology) repeatedly coerced me to sign all resignation letters without date and threatened to treat me in an extreme way if I didn't sign them."
During the interview, the aforementioned directors close to Yinchuan Zhongneng expressed their support for sun Yuqin. The person believed that in the current Landocean Energy Services Co.Ltd(300157) senior management team, in addition to sun Yuqin, the remaining four deputy general managers (including chief financial officer and Secretary of the board of directors) represented the interests of shuosheng Technology. In addition, Wang lifeI, the representative of shuosheng technology, participated in the whole debt settlement negotiation, In terms of operation, sun Yuqin "can't form substantive obstacles alone".
While the reason why Sun Yuqin and shuosheng technology are moving from "alliance" to "opposition" is still uncertain, the scope of Landocean Energy Services Co.Ltd(300157) internal fight has expanded.
On February 28, shuosheng technology submitted a proposal to remove four directors, Liu Qingfeng, Zhang Houji, Li Xianyao and Li Wanjun, and nominated six candidates for directors.
The above-mentioned directors close to Yinchuan Zhongneng said: during the previous general election, the current structure of the board of directors was proposed by shuosheng technology. Among the 13 directors, 5 directors belong to shuosheng technology, 4 directors belong to Yinchuan Zhongneng, and 4 directors belong to Landocean Energy Services Co.Ltd(300157) original management. They strive for the consent of Yinchuan Zhongneng with a more balanced structure.
This statement can also be confirmed by the announcement. Judging from the background of the removal of directors proposed by shuosheng technology, sun Yuqin, Liu Qingfeng and Jiang Yuxin, who has resigned recently, are the former management of Yinchuan Zhongneng and shuosheng technology before they took over Landocean Energy Services Co.Ltd(300157) the post. Zhang Houji, Li Xianyao and Li Wanjun are the three directors nominated by Yinchuan Zhongneng.
On the other hand, among the six candidates nominated by shuosheng technology, Wang Xiaose is the concerted action of shuosheng technology, Yan Haijun, Wang Yanqiu and Yu Xuexia are Landocean Energy Services Co.Ltd(300157) current deputy general managers, and Wu Wenhao is the director candidate nominated by shuosheng technology in 2021.
A split board of directors seems irreparable, and the contradiction is becoming more and more intense, which has repeatedly attracted the attention of the exchange. According to the attention letter on February 21, the exchange requires Landocean Energy Services Co.Ltd(300157) to disclose the opinions of "each" director of the board of directors on the contents of the announcement completely and truthfully in each announcement (except the announcement of the board of supervisors) before the disclosure of the annual report.
In addition, for the action of shuosheng technology to "change the blood" of the board of directors, the exchange asked it to explain the specific reasons for the removal of relevant directors, whether the removal arrangement is conducive to the effectiveness and stability of corporate governance, and the relationship between the nominated directors and the controlling shareholders and actual controllers.
contradiction source points to debt problem
Back to the beginning of the story, since August 2020, Landocean Energy Services Co.Ltd(300157) debt problems have gradually emerged, and the company's cash flow has tightened.
In November 2021, Landocean Energy Services Co.Ltd(300157) even had its business premises closed due to "failure to pay rent as agreed".
A director of a listed company close to Yinchuan Zhongneng said that at that time, Yinchuan Zhongneng could not solve the working capital problem of Landocean Energy Services Co.Ltd(300157) for a long time. Yinchuan Zhongneng and shuosheng technology once reached a "gentleman's agreement", and shuosheng technology promised the exporter that it would provide loans to listed companies to resolve the debt crisis, which is also the core reason why Yinchuan Zhongneng can accept shuosheng technology to take power.
According to the announcement of Landocean Energy Services Co.Ltd(300157) 2021 in December, shuosheng technology first said that it would provide working capital loans of no less than 5 million yuan and no more than 10 million yuan to listed companies, and then said that it planned to provide working capital loans of no more than 220 million yuan to listed companies.
On March 4, shuosheng technology further added in the announcement that 10 million yuan of the 220 million yuan loan is intended to solve the problems of the company's arrears in employees' wages, social security and provident fund, and the seizure of the company's main office and business premises caused by the arrears in office building rent, which has been actually paid before January 12, 2022; RMB 40 million is intended to solve the debt problem between the company and China Zheshang Bank Co.Ltd(601916) ( China Zheshang Bank Co.Ltd(601916) is the preferred payee of the equity of xinjinhua company); RMB 170 million is proposed to be used for the company's first repayment to Beijing Centergate Technologies (Holding) Co.Ltd(000931) master fund.
However, according to the progress of the debt problem disclosed by Landocean Energy Services Co.Ltd(300157) 2022 on February 22, there is only one information that the debt has been repaid by borrowing from the controlling shareholder: in December 2021, the principal of Cangzhou bank loan was repaid by borrowing from the controlling shareholder.
Sun Yuqin also said in the announcement on March 4 that shuosheng technology has borrowed only more than 10 million yuan up to now, which only temporarily alleviated the basic problems of the daily operation of listed companies. Recently, the company applied for urgent daily operation funds from shuosheng technology email and "ignored".
Whether the "gentleman's agreement" exists, and how does shuosheng technology respond to sun Yuqin's accusations about borrowing? In this regard, on March 2, the reporter of "daily economic news" went to the registered address of shuosheng technology to try to interview. The on-site personnel said that they were Wang lifeI's friends and Wang lifeI was not there. Subsequently, the reporter left contact information and interview demands, but as of press time, no reply was received. In addition, the reporter tried to contact the listed company Landocean Energy Services Co.Ltd(300157) , through public email address and public telephone, but no response has been received as of press time.
Sun Yuqin said in the announcement that Wang lifeI, the main representative of shuosheng technology, has always regarded the dismissal of sun Yuqin as the main condition for borrowing when communicating with other major shareholders, but there is no guarantee that he will borrow.
The aforementioned directors close to Yinchuan Zhongneng said frankly that a series of actions such as shuosheng technology's recent request to dismiss sun Yuqin and Wang lifeI acting as the Secretary of the board led to the judgment of all parties that "this money will not be borrowed".
The reporter of the daily economic news contacted sun Yuqin, but after sending interview questions including verifying the "gentleman's agreement", he said it needed to be considered again.
Does "oral agreement" have legal effect?
Wang huaitao of Shanghai Xingu law firm told reporters that this oral "gentleman's agreement" is legal without violating laws and regulations and harming the interests of the state, the collective and the third party. However, oral agreements are prone to legal disputes because there is no evidence.
If Wang Zhibin's lawyer has no written evidence, it can only be protected by the written agreement. In addition, even if the oral agreement exists, if one party cannot prove the specific content of the agreement, such as the commitment object, loan amount and other core matters, the other party does not have further obligations to perform due to the existence of the oral agreement.
It is worth noting that Landocean Energy Services Co.Ltd(300157) did not disclose the above oral commitment in the announcement. Wang huaitao said that if there is an oral agreement behind the change of actual controller, the contents involved in the agreement may have a significant impact on investors' value judgment and investment decisions, and listed companies should disclose them. However, before judging whether the listed company should disclose, it is also necessary to clarify whether the oral agreement really exists, whether it is recognized by both parties or unilaterally, and whether it constitutes a public commitment.
the business of the company under the internal bucket shrank
No matter what consensus the parties have reached before, the current situation is at stake, and the fragile trust has almost disappeared.
\u3000\u3000 "In the middle of the night, Wang lifeI and others used professional and technical means to open the company's safe kept by the seal administrator, steal the official seal, illegally occupy the E-Key for information disclosure, refuse to disclose the resolutions of the board of directors and other strange operations, which made other major shareholders and directors think that Wang lifeI and others have no bottom line and no integrity, and their external commitments have no need and basis for trust. This is the necessity and basis of Beijing shuosheng (Note: shuosheng Technology) is the deep reason for the new contradiction with the main shareholders. " On March 4, sun Yuqin replied to the inquiry of the exchange.
In this regard, shuosheng technology did not respond.
The directors close to Yinchuan Zhongneng said that Yinchuan Zhongneng did not want to continue to intensify contradictions and had no intention to regain control of listed companies, but a series of recent events led to the possible disappearance of the trust relationship between the two sides.
The director also started from the proposal of shuosheng technology to remove the other four directors and believed that there was no possibility of peace talks between the two sides. Yinchuan Zhongneng would not withdraw and would continue to take relevant actions.
At present, Yinchuan Zhongneng holds 8% of Landocean Energy Services Co.Ltd(300157) shares. However, according to the announcement of Landocean Energy Services Co.Ltd(300157) 3 on March 2, Yinchuan Zhongneng plans to reduce the total shares of the company by no more than 3% in the next three months. The purpose of the reduction is to "increase the liquidity of Yinchuan Zhongneng". In addition, according to the announcement of Landocean Energy Services Co.Ltd(300157) 2 / 28, shuosheng technology and its concerted actors have increased their holdings of the company by more than 1%, and currently hold a total of 18.67%.
With the one decrease and one increase, Yinchuan Zhongneng seems to have no "action" in the competition for equity, while shuosheng technology is more active.
Returning to Landocean Energy Services Co.Ltd(300157) itself, resolving the debt crisis is a top priority. Affected by the debt dispute, Landocean Energy Services Co.Ltd(300157) some accounts have been frozen. According to the announcement on February 23, the business of Langfang xinsaipu special equipment Co., Ltd. and other subsidiaries of Landocean Energy Services Co.Ltd(300157) were adversely affected by the account freeze.
However, the debt problem is only the first threshold Landocean Energy Services Co.Ltd(300157) wants to break through. Another problem is its shrinking main business.
Landocean Energy Services Co.Ltd(300157) is a typical holding company. The company's business is mainly completed by subsidiaries, involving five business segments. Since 2017, Landocean Energy Services Co.Ltd(300157) 's operating condition has deteriorated and its revenue has continued to decline. According to its performance forecast, the expected revenue in 2021 is 350 million ~ 450 million yuan, which continues to decline compared with 696 million yuan in 2020.
In this regard, Landocean Energy Services Co.Ltd(300157) replied to the inquiry of the exchange, saying that this was mainly due to the decline in the revenue of core precision instruments and high-end equipment manufacturing business, new business and professional software for oil and gas exploration and development. At the same time, Landocean Energy Services Co.Ltd(300157) also said that the board of directors has formulated a strategic plan to focus on the main business, optimize the industrial structure and reduce weight appropriately. The company is steadily promoting various businesses and focusing on the development of core precision instrument and high-end equipment manufacturing business and professional software for oil and gas exploration and development.
Landocean Energy Services Co.Ltd(300157) is positioned as a "comprehensive energy service provider", and its development is closely related to the prosperity of the overall oil and gas industry. Recently, the oil and gas sector has soared, and Landocean Energy Services Co.Ltd(300157) has also attracted much attention. However, from the current situation, the board of directors and even the management are involved in power competition. The business development of Landocean Energy Services Co.Ltd(300157) has worried many investors.
In terms of the future development plan, from the perspective of public expression, there are still differences between the shareholders of Landocean Energy Services Co.Ltd(300157) and Landocean Energy Services Co.Ltd(300157) .
In August 2020, when Yinchuan Zhongneng was still in power, Landocean Energy Services Co.Ltd(300157) in reply to the inquiry of the exchange, said that Wang lifeI and others had revealed their plans to participate in the equity acquisition by paying a deposit and subsequently resell the controlling shares of listed companies to local state-owned assets; At the same time, he expressed strong interest in some of the company's subsidiaries and real industries and hoped to sell some of the company's high-quality subsidiaries to their designated related parties at a low price at the level of listed companies.
However, shuosheng technology says the opposite. In August 2020, shuosheng technology and Li Liping, the person acting in concert, said that the increase in the company's shares is optimistic about the development prospect of the oil service industry and will help Landocean Energy Services Co.Ltd(300157) achieve long-term development for the purpose of long-term investment.
