Landocean Energy Services Co.Ltd(300157)
Report on the work of independent directors in 2021
As an independent director of the Fourth Board of directors of Landocean Energy Services Co.Ltd(300157) (hereinafter referred to as “the company”), in 2021, I strictly followed the company law, the standards for the governance of listed companies, the rules for independent directors of listed companies, the guidelines for self discipline supervision of listed companies on Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other laws and regulations, as well as the articles of association and the independent director system, Perform the duties of independent directors. I have submitted my resignation report to the board of directors of the company on December 7, 2021 and it will take effect on December 13, 2021. I hereby report my performance of the duties of independent directors during my tenure in 2021 as follows: I. attendance at the meeting
During my tenure in 2021, with a diligent and responsible attitude, I actively participated in the board of directors and shareholders’ meeting held by the company, carefully considered all proposals submitted to the board of directors, actively communicated with the company’s management, put forward reasonable suggestions, exercised voting rights with a rigorous attitude, and played a positive role in the correct decision-making of the board of directors.
During the term of office in 2021, the convening of the board of directors and the general meeting of shareholders of the company met the legal requirements, and the relevant approval procedures were performed for major matters. I voted in favor of some of the proposals on the board of directors, with negative votes and abstention, and explained my opinions.
During his tenure in 2021, the company held 11 meetings of the board of directors and 3 general meetings of shareholders. My attendance at the meetings is as follows:
Name and position of independent director Cheng Hua
Meetings held in 2021 annual meeting times of attendance in person times of entrusted attendance times whether there are two consecutive meetings times of absence times of attendance in person
Board of directors 11 0 0 no
General meeting 1 0 0 0 no
2、 Independent opinions
During my tenure in 2021, I worked diligently and carefully to understand the operation of the company. As an independent director of the company, I actively studied and analyzed all major matters of the company based on independent judgment in accordance with the relevant provisions of the articles of association and the independent director system, gave full play to the professional advantages of independent directors, and strictly reviewed and focused on the scientificity, rationality and impact of the decision-making process of major matters on the company, Made prior recognition and expressed independent opinions.
During my term of office in 2021, I gave prior approval and independent opinions on the following matters of the company:
1. Issued the independent opinions of Landocean Energy Services Co.Ltd(300157) independent directors on the additional directors on January 5, 2021;
2. Issue the independent opinions of Landocean Energy Services Co.Ltd(300157) independent directors on the additional directors on January 12, 2021;
3. The independent opinions of Landocean Energy Services Co.Ltd(300157) independent directors on relevant matters of the 36th meeting of the Fourth Board of directors were issued at the 36th meeting of the Fourth Board of directors held on February 1, 2021;
4. At the 37th meeting of the 4th board of directors held on April 28, 2021, the opinions of Landocean Energy Services Co.Ltd(300157) independent directors on the matters related to the 37th meeting of the 4th board of directors and the independent opinions of Landocean Energy Services Co.Ltd(300157) independent directors on the matters related to the 37th meeting of the 4th board of directors were issued;
5. At the 38th meeting of the 4th board of directors held on May 22, 2021, the opinions of Landocean Energy Services Co.Ltd(300157) independent directors on matters related to related party transactions involved in issuing shares to specific objects and the independent opinions of Landocean Energy Services Co.Ltd(300157) independent directors on matters related to the 38th meeting of the 4th board of directors were issued;
6. The independent opinions of Landocean Energy Services Co.Ltd(300157) independent directors on relevant matters of the fortieth meeting of the Fourth Board of directors were issued at the fortieth meeting of the Fourth Board of directors held on August 26, 2021;
7. At the 42nd meeting of the 4th board of directors held on October 13, 2021, he expressed his opinions: “according to Article 11, Article 124, item (VIII) of article 128 and Article 132 of the articles of association and the working rules of the general manager Article 3 the general manager of the company nominates other senior managers of the company. The position setting of “other senior managers” here includes several deputy general managers and one chief financial officer. First of all, the establishment of an “executive general manager” status this time does not comply with the provisions of the articles of association and the working rules of the general manager, and does not have the basic premise of appointment. The other three candidates for deputy general manager and chief financial officer have not been recommended to the general manager by an effective Nomination Committee (independent directors need to account for a majority) or nominated by the general manager, so they do not comply with the articles of association and other relevant provisions, Not qualified for the proposal of the board of directors on the appointment of senior executives. Therefore, there are major defects in the contents and procedures of this proposal, which should not be considered and voted at this board of directors. According to Article 28 of the independent director system of Landocean Energy Services Co.Ltd(300157) oil and Gas Technology Service Co., Ltd., ‘ When two or more independent directors consider that the information is insufficient or the argument is unclear, they can jointly submit a written request to the board of directors to postpone the convening of the board meeting or the deliberation of the matter, which shall be adopted by the board of directors. ” At present, Cheng Hua and Zhu Qianyu, the independent directors of the company, jointly believe that the necessary pre procedure related materials of the proposal on the appointment of senior managers are insufficient or unclear, do not comply with the articles of association and other relevant provisions, and do not have the conditions for the proposal of the board of directors on the appointment of senior managers. Therefore, there are major defects in the contents and procedures of this proposal, which should not be considered and voted at this board of directors. Based on the above, the independent directors Cheng Hua and Zhu Qianyu jointly proposed to the board of directors to postpone the deliberation of the proposal on the appointment of senior managers.
8. At the 44th meeting of the 4th board of directors held on October 28, 2021, the independent opinions of Landocean Energy Services Co.Ltd(300157) independent directors on relevant matters of the 44th meeting of the 4th board of directors were issued;
9. At the 45th meeting of the 4th board of directors held on December 9, 2021, the independent opinions of Landocean Energy Services Co.Ltd(300157) independent directors on relevant matters of the 45th meeting of the 4th board of directors were issued. 3、 On site investigation of the company
During my tenure in 2021, I made many on-site visits to the company to understand the company’s production and operation, internal control and financial status; Keep close contact with other directors, senior executives and relevant staff of the company, timely learn the progress of major matters of the company, always pay attention to the impact of external environment and market changes on the company, and actively put forward suggestions on the operation and management of the company.
4、 Work done to protect the rights and interests of investors
1. Focus on supervising the key links of the company’s internal control, improve corporate governance and promote the standardized operation of enterprises. During the reporting period, the company carefully inquired about related party transactions, occupation of non operating funds, guarantee, management of raised funds, control of subsidiaries, progress of major projects and other matters, actively performed its duties and protected the rights and interests of investors.
2. Through various channels, deeply understand the improvement and implementation of the company’s operating conditions, management and internal control systems, business development and investment project progress, and pay attention to the company’s legal operation and governance. Carefully reviewed the proposals and relevant materials considered by the board of directors each time, and exercised the voting right independently and prudently; Deeply understand the improvement and implementation of the company’s operation, management and internal control systems, and actively communicate with the company’s management on the existing problems and development direction of the company.
3. Supervise the company’s information disclosure. Through interviews, inquiries and discussions with relevant executives of the company, I have supervised the work related to the company’s information disclosure and safeguarded the interests of the company and minority shareholders. 5、 Training and learning
Since I became an independent director, I have always focused on learning the latest laws, regulations and various rules and regulations, deepening my understanding and understanding of relevant regulations, especially those related to standardizing the corporate governance structure and protecting the interests of public shareholders. I have actively attended the relevant training organized by the company in various ways, more comprehensively understood the management systems of listed companies, and continuously improved my ability to perform my duties, Form the ideology of consciously protecting the shareholders’ rights and interests of the public, provide better opinions and suggestions for the company’s scientific decision-making and risk prevention, and promote the company’s further standardized operation. 6、 Other work
1. There is no proposal to convene the board of directors;
2. There is no independent employment of external audit institutions and consulting institutions;
3. There is no proposed employment or dismissal of accounting firms.
Hereby report, thank you!
Independent director: Cheng Hua April 27, 2022
