Shanghai Lisheng Racing Co.Ltd(002858) independent director
Independent opinions on matters related to the 7th Meeting of the 4th board of directors
As independent directors of Shanghai Lisheng Racing Co.Ltd(002858) (hereinafter referred to as "the company"), in accordance with the relevant provisions of the rules for independent directors of listed companies, the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the guidelines for supervision of listed companies No. 8 - regulatory requirements for capital exchanges and external guarantees of listed companies and the articles of association of the company, as independent directors of Shanghai Lisheng Racing Co.Ltd(002858) (hereinafter referred to as "the company"), we are conscientious and Responsible attitude, based on objective and independent judgment, carefully considered the contents of the proposal at the seventh meeting of the Fourth Board of directors of the company, and expressed the following independent opinions:
1、 Independent opinions on the company's profit distribution plan in 2021
After verification, the company's profit distribution plan for 2021 is in line with the actual operation of the company, conducive to the steady operation of the company, conducive to safeguarding the long-term interests of shareholders, without damaging the interests of shareholders, especially small and medium-sized shareholders, and in line with the relevant provisions of China Securities Regulatory Commission, Shenzhen Stock Exchange and the articles of association. We unanimously agree to this proposal and agree to submit it to the general meeting of shareholders of the company for deliberation.
2、 Independent opinions on the special report on the deposit and use of the company's raised funds in 2021. After verification, we believe that the deposit and use of the company's raised funds in 2021 comply with the relevant provisions of the CSRC and Shenzhen Stock Exchange on the deposit and use of raised funds of listed companies, and there is no violation of the deposit and use of raised funds. This report has been verified and issued by Tianjian Certified Public Accountants (special general partnership). We unanimously agree to submit the proposal on the special report on the deposit and use of the company's raised funds in 2021 to the general meeting of shareholders for deliberation.
3、 Independent opinions on the self-evaluation report of the company's internal control in 2021
After verification, in 2021, the company has established an internal control system suitable for the actual production and operation of the company in combination with its own business characteristics, which meets the requirements of relevant national laws, regulations and securities regulatory authorities. Based on our independent judgment, we believe that the company's self-evaluation report on internal control in 2021 comprehensively, objectively and truly reflects the construction and operation of the company's internal control system; The company's self inspection personnel conducted detailed inspection on each item included in the scope of self inspection. The self inspection process is legal and fair, and the self inspection conclusion is true and effective.
4、 Independent opinions on the company's plan to continue to hire an accounting firm
According to the verification, Tianjian Certified Public Accountants (special general partnership) has the business license related to securities and futures of certified public accountants, adheres to the principle of independent audit in the process of practice, and the professional reports issued for the company are objective and fair. It is fully qualified and capable to serve as the annual audit institution for the company, We agree to continue to employ Tianjian Certified Public Accountants (special general partnership) as the company's auditor in 2022 for one year. It is agreed that the general manager is to be authorized to negotiate with Tianjian Certified Public Accountants (special general partnership) to determine the audit fee on behalf of the company after being approved by the general meeting of shareholders according to the specific audit requirements and audit scope of 2022. 5、 Independent opinions on the company's 2022 directors' remuneration plan
The remuneration plan of the company's directors in 2022 is in line with the industry and scale of the company, the salary level and the actual operation of the company, as well as the relevant national laws, regulations, articles of association, rules and regulations, which is conducive to encouraging the directors of the company to be diligent and responsible, and is conducive to the long-term development and standardized governance of the company. The plan does not harm the interests of the company and other shareholders, especially minority shareholders and non affiliated shareholders. The related directors have avoided voting, and the voting procedure is legal and effective. We unanimously agree to the company's 2022 directors' remuneration plan and agree to submit it to the general meeting of shareholders for deliberation.
6、 Independent opinions on the remuneration scheme of senior managers of the company in 2022
The remuneration plan of the company's senior managers in 2022 is in line with the industry and scale of the company, the salary level and the actual operation of the company, as well as the relevant national laws, regulations, articles of association, rules and regulations, which is conducive to mobilizing the enthusiasm of the company's senior managers and promoting the company to improve work efficiency and operating efficiency. The related directors have avoided voting, and the voting procedure is legal and effective. We unanimously agree on the company's 2022 senior management compensation plan.
7、 Independent opinions on signing the compensation agreement and relevant performance commitment statement of Jiangxi Saiqi sports equipment manufacturing Co., Ltd
According to the audit report (TJs [2022] 783) issued by Tianjian Certified Public Accountants (special general partnership), Jiangxi Saiqi sports equipment manufacturing Co., Ltd. failed to fulfill the performance commitment from August 2018 to December 2021. According to the original agreement, supplementary agreement and compensation agreement, the compensation scheme considered by the board of directors of the company is conducive to protecting the interests of all shareholders of the company, especially small and medium-sized investors, and there is no violation of relevant laws and regulations. We unanimously agree to this matter and agree to submit it to the general meeting of shareholders of the company for deliberation.
8、 Independent opinions on the company's use of idle raised funds to temporarily supplement working capital
After verification, we believe that the company's use of idle raised funds of no more than RMB 100 million (including this amount) to temporarily supplement working capital is conducive to improving the use efficiency of idle raised funds and reducing financial expenses, which is in line with the needs of the company's production, operation and development. The company's use of some idle raised funds to temporarily supplement working capital will not affect the capital demand for the construction of the raised funds project and the normal progress of the project, and there is no situation of changing the investment direction of the raised funds in a disguised manner or damaging the interests of shareholders. The temporary replenishment of working capital with some idle raised funds of the company complies with relevant provisions such as the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board. We agree that the company will use no more than 100 million yuan (including this amount) of idle raised funds to temporarily supplement working capital, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors.
9、 Independent opinions on the occupation of funds by controlling shareholders and related parties and the company's external guarantees are based on independent judgment in accordance with the rules for independent directors of listed companies, the guidelines for the supervision of listed companies No. 8 - regulatory requirements for capital transactions and external guarantees of listed companies and the Shanghai Lisheng Racing Co.Ltd(002858) chapter, After carefully checking the capital occupied by the controlling shareholders and related parties of the company and the external guarantee of the company in 2021, the independent opinions are as follows:
1. After verification, as of December 31, 2021, the company had no controlling shareholders and related parties illegally occupying the company's funds. The capital transactions between the company and its controlling shareholders and related parties can strictly comply with the provisions of the guidelines for the supervision of listed companies No. 8 - regulatory requirements for capital transactions and external guarantees of listed companies, and there is no violation of relevant laws and regulations, nor damage to the legitimate rights and interests of the company and minority shareholders.
2. After verification, as of December 31, 2021, the company has no external guarantee, no guarantee for controlling shareholders and other related parties, any unincorporated unit or individual, no indication that the company may bear guarantee liability due to the debt default of the guaranteed party, and no damage to the legitimate rights and interests of the company and minority shareholders. (no text below)
(there is no text on this page, which is the signature page of the independent opinions of Shanghai Lisheng Racing Co.Ltd(002858) independent directors on matters related to the seventh meeting of the Fourth Board of directors)
Gu Mingjie, Huang Haiyan
April 6, 2022
