Landocean Energy Services Co.Ltd(300157)
Independent opinions of independent directors on matters related to the fifth meeting of the Fifth Board of directors
Landocean Energy Services Co.Ltd(300157) (hereinafter referred to as ” Landocean Energy Services Co.Ltd(300157) ” or “the company”) held the fifth meeting of the Fifth Board of directors on March 15, 2022. The independent directors of the company expressed independent opinions on matters related to the fifth meeting of the Fifth Board of directors as follows:
1、 Independent opinions of an Jiangbo, Shi Jingmin and Chen Jiangtao, independent directors of the company
As independent directors of the company, an Jiangbo Shi Jingmin and Chen Jiangtao, in line with the attitude of being serious and responsible to the company and all shareholders and based on the position of objective and independent judgment, expressed their independent opinions on the relevant matters of the fifth meeting of the Fifth Board of directors as follows: “(I) about the convening of this board of directors
On March 11, 2022, the Securities Department of the company issued the notice of the board meeting to all directors of the company.
Around 17:00 p.m. on March 14, 2022, Guo Rong and Wang Pu, independent directors of the company, jointly applied to the board of directors for postponement of the meeting on the grounds that the argument of the board meeting was insufficient and unclear.
After receiving the application from the independent directors Guo Rong and Wang Pu, the company attached great importance to the questions raised by the two independent directors, conducted emergency research and supplementary data collection on relevant issues, and replied to the two independent directors by email on the evening of March 14, 2022, replying to the relevant questions of the two independent directors on the proposal of the board meeting. At the same time, Supplement the documents involved to the two independent directors for review. After receiving the documents, the two independent directors did not raise further questions about the proposal of the board meeting.
At 10:00 a.m. on March 15, 2022, the fifth meeting of the Fifth Board of directors of the company was held on time. Guo Rong and Wang Pu, independent directors of the company, attended the board of directors and voted on relevant proposals.
Based on the above, we believe that the convening procedure of the board of directors is legal and effective, and there is no situation that damages the independent directors to exercise their functions and powers in accordance with Article 25 of the rules for independent directors of listed companies.
(II) about dismissing sun Yuqin as the general manager of the company
With regard to the dismissal of sun Yuqin as the general manager of the company by the board of directors of the company, after verification, we believe that the board of directors of the company has sufficient reasons and standardized procedures for the dismissal of sun Yuqin as the general manager of the company, in view of the frequent dismissal of employees without performing the internal procedures of the company, violating the relevant internal management systems of the company and disturbing the governance order of the company, Comply with the provisions of relevant laws, regulations and the articles of association, and there is no damage to the legitimate rights and interests of the company and minority shareholders.
Therefore, we agree with the board of directors to dismiss sun Yuqin as the general manager of the company.
(III) appointment of general manager, deputy general manager and Secretary of the board of directors of the company
With regard to the appointment of Wang lifeI as the general manager, Wu Wenhao as the deputy general manager and Wang Yanqiu as the Secretary of the board of directors by the board of directors of the company, after verification, we believe that:
1. The nomination and appointment procedures of the general manager, deputy general manager and Secretary of the board of directors of the company comply with the company law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other laws and regulations, as well as the relevant provisions of the articles of association. The procedures are legal and effective.
2. After carefully reviewing the resumes and work experience of Wang lifeI, Wu Wenhao and Wang Yanqiu (hereinafter referred to as the “proposed personnel”), we believe that the proposed personnel are not publicized by the CSRC on the public query platform of illegal and dishonest information in the securities and futures market or included in the list of dishonest Executees by the people’s court, There are no circumstances in which the company law stipulates that they are not allowed to serve as directors, supervisors and senior managers of the company, and the measures taken by the CSRC to prohibit them from serving as directors, supervisors and senior managers of listed companies have not expired, and they are publicly recognized by the stock exchange as unfit to serve as directors of listed companies Supervisors and senior managers whose time limit has not expired have not been punished by the CSRC and other relevant departments, publicly condemned by the stock exchange, criticized for more than three times or other disciplinary sanctions, and there are no cases in which they are filed for investigation by judicial organs due to suspected crimes or checked by the CSRC due to suspected violations of laws and regulations, and there is no clear conclusion, There are no circumstances specified in articles 3.2.3, 3.2.4 and 3.2.5 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies. The personnel to be employed are qualified to serve as senior managers of the company.
3. After learning about Wang lifeI’s educational background and work experience, Wang lifeI has a bachelor’s degree in regional economic development and management. He used to be the general manager of Guosen Securities Co.Ltd(002736) Shijiazhuang business department and the assistant to the general manager of Anxin Securities Co., Ltd. Hebei Branch. Now he is the executive director and chairman of Beijing shuosheng Technology Information Consulting Co., Ltd., the holding shareholder of the company, Wang lifeI has rich experience in enterprise management and investment and financing business. At the same time, Wang lifeI has served as the chairman of the Fifth Board of directors of the company. We believe that Wang lifeI has the professional ethics, professional knowledge and management ability required to perform corresponding duties and is competent for the post of general manager of the company.
4. After learning about Wu Wenhao’s educational background and work experience, Wu Wenhao has long been engaged in the asset management business of Shanghai Pudong Development Bank Co.Ltd(600000) Shijiazhuang branch, led the operation and management of listed companies of Shijiazhuang branch, maintained long-term business cooperation with many listed companies and financial institutions, and participated in the establishment of several urban development funds. He has rich experience in investment and financing business of listed companies, Have rich professional knowledge and experience in financial market macroeconomic situation, relevant regulatory policies, capital market investment strategy, plan and process, enterprise asset management, etc. We believe that Wu Wenhao has the necessary knowledge, skills and experience to perform the duties of deputy general manager of the company, and is competent for the post of deputy general manager of the company. 5. After learning about Wang Yanqiu’s educational background and work experience, Wang Yanqiu has obtained the qualification certificate of secretary of the board of directors issued by Shenzhen Stock Exchange. He has successively held the positions of financial manager, securities affairs representative and Secretary of the board of directors of companies listed on Shanghai Stock Exchange and Shenzhen Stock Exchange, with good educational background, solid financial skills Sufficient knowledge of securities and corporate governance, familiar with the regulatory policies of listed companies; We have been engaged in the business of listed companies for many years. We have conducted systematic learning in financial management, standardized operation of listed companies, capital operation, investor relations management, market value management and other aspects, and accumulated rich practical experience. We believe that Wang Yanqiu has the necessary knowledge, skills and experience to perform the duties of secretary of the board of directors of the company, plays an important role in promoting the standardized operation of the company’s information disclosure, and is competent for the duties of secretary of the board of directors of the company.
6. Wang Yanqiu resigned as secretary of the board of directors on February 14, 2022 because there were serious differences between the then directors of the company on relevant major issues. The violations committed by the then chairman and individual directors led to the uncertain compliance risk of the Secretary of the board of directors in performing his duties according to law. Combined with the specific situation and personal professional ethics requirements at that time, Wang Yanqiu submitted a resignation report to the board of directors and vice chairman Wang lifeI, resigned as secretary of the board of directors, and transferred relevant work to Wang lifeI who acted as secretary of the board of directors; After resigning as the Secretary of the board of directors, Wang Yanqiu, as the deputy general manager of the company, mainly assisted Wang lifeI in sorting out the relevant situation of the company, assisted the chief financial officer of the company in replying to the performance express declaration and note letter, and made preparations for the preparation of the annual report. Therefore, it is reasonable for the board of directors to re appoint Wang Yanqiu as the Secretary of the board of directors of the company. His resignation as secretary of the board of directors on February 14, 2022 will not have an adverse impact on his continued performance of the duties of secretary of the board of directors of the company.
7. The appointment of the general manager, deputy general manager and Secretary of the board of directors will not cause the number of directors who concurrently serve as senior managers of the company in the board of directors to exceed half of the total number of directors of the company.
Therefore, we agree that the board of directors of the company shall appoint Wang lifeI as the general manager, Wu Wenhao as the deputy general manager and Wang Yanqiu as the Secretary of the board of directors of the company. “
2、 Independent opinions of Guo Rong, the independent director of the company
“1. Before the board meeting, in accordance with the convening rules of the board of directors of listed companies, I and two independent directors Wang Pu jointly proposed to postpone the meeting, and the meeting was held after the conclusion of the reply in gem attention letter (2022) No. 149 on March 14. The board of directors of the company did not follow the rules to postpone and forcibly held the meeting.
2. There is no sufficient and reasonable reason to dismiss the general manager.
3. During the period of usurping the company’s board secretary, Wang lifeI had many violations such as false and selective letter approval, and lacked operation and management experience in the oil service industry and entity enterprises.
4. Wu Wenhao lacks management experience in entity enterprises and oil service industry background.
5. Wang Yanqiu resigned as secretary of the board of directors for less than a month. The causes and consequences of her resignation at that time need to be verified. She was promoted less than a month later. Senior executives of listed companies are not a child’s play. “
3、 Independent opinion of Wang Pu, the independent director of the company
“First of all, before the board meeting, according to the convening rules of the board of directors of listed companies, I and two independent directors, Guo Rong, jointly proposed to postpone the meeting. It will be held after there is a conclusion on the reply in gem attention letter (2022) No. 149 on March 14. The board of directors of the company did not follow the rules to postpone and forcibly held the meeting.
Proposal 1: waiver of the proposal on adjusting the members of the audit committee of the 5th board of directors, proposal 2: waiver of the proposal on adjusting the members of the remuneration and assessment committee of the 5th board of directors, and proposal 3: waiver of the proposal on adjusting the members and chairman of the strategy committee of the 5th board of directors. My abstention from the above three motions is that I do not know or understand many people, so I can’t judge whether they are competent, so I abstain.
Proposal 4: proposal on dismissing sun Yuqin as general manager of the company
Objection: Landocean Energy Services Co.Ltd(300157) is a professional company mainly engaged in oilfield services. Under the current complex and changeable internal and external environment and the company’s internal and external difficulties, people with professional background and rich management experience are required to be competent. In the absence of suitable candidates, sun Yuqin can continue to work under the leadership of the board of directors for a period of time, Oppose this practice of setting things for people.
Proposal 5: proposal on appointing Wang lifeI as the general manager of the company
Objection: Wang lifeI has neither manufacturing enterprise management background nor manufacturing industry knowledge background. He can’t do anything just because he represents major shareholders. Moreover, during the period of usurping the company’s board secretary, he has many false and selective letters. I think this is extremely irresponsible to the interests of shareholders, so I object.
Proposal 6: proposal on appointing Wu Wenhao as the deputy general manager of the company
Objection: there is no information to explain to me the purpose and what to do, and I don’t know what it can bring to the company. Proposal 7: proposal on appointing Wang Yanqiu as secretary of the board of directors of the company
Objection: Wang Yanqiu’s resignation before was very strange. I don’t know the real reason. There was false disclosure in the announcement of the board of directors on February 14. He resigned as the Secretary of the board of directors and was promoted again less than a month later. The senior executives of listed companies are not children’s play, so I think they are not suitable candidates, so I object. “
Independent directors of the company: an Jiangbo, Shi Jingmin, Chen Jiangtao, Guo Rong and Wang Pu March 15, 2022
