Landocean Energy Services Co.Ltd(300157)
Independent opinions of independent directors on matters related to the eighth meeting of the Fifth Board of directors Landocean Energy Services Co.Ltd(300157) (hereinafter referred to as “the company”) the eighth meeting of the Fifth Board of directors was held in the company’s conference room on April 27, 2022 in the form of on-site meeting and communication. As independent directors of the company, we participated in this meeting in accordance with the rules for independent directors of listed companies, articles of association, working system of independent directors and other relevant provisions, Based on the position of personal independent judgment, I express the following independent opinions on the proposals considered at this meeting:
1、 Independent opinion on self-evaluation report of internal control in 2021
After verification, we believe that the company has established a relatively perfect corporate governance structure and a sound internal control system, which meets the requirements of relevant national laws, regulations and securities regulatory authorities. The company’s internal control system has strong pertinence, rationality and effectiveness, and has been well implemented and implemented to ensure the healthy operation of the company’s business activities.
We believe that the self evaluation report on internal control in Landocean Energy Services Co.Ltd(300157) 2021 prepared by the company comprehensively, objectively and truly reflects the actual situation of the construction and operation of the company’s internal control system.
2、 Independent opinions on the occupation of funds by controlling shareholders and other related parties and the external guarantee of the company
1. The company does not have undisclosed capital transactions and fund occupation with controlling shareholders and other related parties, nor does it occupy the company’s funds in disguised form in other ways.
2. During the reporting period, the company did not provide guarantees or other external guarantees for shareholders, actual controllers and their related parties.
3. Tibet Landocean Energy Services Co.Ltd(300157) Investment Management Co., Ltd., a subsidiary of the company, provided joint and several guarantee for the loan of Guazhou Chengyu Energy Co., Ltd., a joint-stock company. The matters of liability were not informed to the listed company in time, and the illegal guarantee was formed without the deliberation and approval of the board of directors of the listed company. The company will draw lessons and strengthen the control of subsidiaries. Strengthen and implement internal normative systems such as the articles of association, foreign investment management system, foreign guarantee system and internal reporting system of major information, strictly regulate the guarantee and foreign investment of the company and its subsidiaries, and perform corresponding review procedures.
3、 Independent opinion on no profit distribution in 2021
At the 8th meeting of the 5th board of directors of the company, the proposal on no profit distribution of the company in 2021 was reviewed and approved, and submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The company suffered large losses in 2021 and did not meet the conditions for dividends. In order to ensure the production and operation of the company, the board of directors decided that the company would not distribute cash dividends, bonus shares or increase share capital with accumulation fund in 2021. We believe that the profit distribution plan made by the board of directors complies with the relevant provisions of the company law and the articles of association, is based on the objective judgment on the current operation of the company, is conducive to the long-term interests of the company and does not harm the interests of small and medium-sized investors.
4、 Independent opinions on the remuneration scheme of directors in 2022
The independent directors carefully checked the remuneration scheme of the company’s directors in 2022 and believed that the remuneration scheme of the company’s directors in 2022 was in line with the provisions of relevant laws, regulations and the articles of association and the current operating status of the company, which was conducive to strengthening their diligence for the company, encouraging the management to improve work efficiency, vigorously improving the company’s benefits and conducive to the sustainable, stable and healthy development of the company. We agree to the 2022 annual remuneration plan of the company’s directors, and agree to submit the 2022 annual remuneration plan of the company’s directors to the 2021 annual general meeting of shareholders for deliberation.
5、 Independent opinions on the remuneration scheme of senior managers in 2022
The independent directors have carefully checked the remuneration scheme of the company’s senior managers in 2022 and believe that the remuneration scheme of the company’s senior managers in 2022 is in line with the provisions of relevant laws, regulations and the articles of association and the current operation status of the company, which is conducive to strengthening their diligence for the company, encouraging the management to improve work efficiency, vigorously improving the company’s benefits and conducive to the sustainable, stable and healthy development of the company. We agree to the 2022 annual salary plan for senior managers of the company.
6、 Independent opinions on the renewal of the accounting firm in 2022
The independent directors believe that: Lixin Zhonglian Certified Public Accountants (special general partnership) has the audit qualification of securities and futures related businesses, has many years of experience and ability to provide audit services for listed companies, can meet the requirements of the company’s financial audit in 2022, and can independently audit the company’s financial situation, which is conducive to ensuring or improving the quality of audit work of listed companies and protecting the interests of listed companies and minority shareholders, Lixin Zhonglian certified public accountants has sufficient independence and professional ability. It is agreed that the board of directors will renew the appointment of Lixin Zhonglian Certified Public Accountants (special general partnership) as the company’s audit institution in 2022, and submit the proposal to the 2021 annual general meeting for deliberation.
7、 Independent opinions on the company’s plan to increase the loan amount and extend the loan period from the controlling shareholder and related party transactions
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 the related party transaction was legal. The related directors avoided voting on the 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 and submitted the proposal to the 2021 annual general meeting for deliberation.
8、 Independent opinions on the provision for asset impairment and asset write off in 2021
The company’s provision for asset impairment in 2021 is based on the consideration of the principle of prudence, in line with the relevant provisions of the accounting standards for business enterprises, in line with the actual situation of the company, and helps to provide more authentic and reliable accounting information. After the provision for impairment is withdrawn this time, the company’s financial statements more fairly reflect the company’s assets and financial status, and there is no harm to the interests of shareholders. It is agreed that the provision for impairment of assets in 2021 is withdrawn this time. Independent directors of the company: an Jiangbo, Shi Jingmin, Chen Jiangtao, Guo Rong and Wang Pu April 28, 2022
