Shanghai Lisheng Racing Co.Ltd(002858)
Work report of the board of directors in 2021
Shanghai Lisheng Racing Co.Ltd(002858) (hereinafter referred to as “the company”) is composed of eight directors. The board of directors of the company is in strict accordance with the company law, the securities law, the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines of Shenzhen Stock Exchange No. 1 – standardized operation of companies listed on the main board and other laws and regulations, the articles of association and the rules of procedure of the general meeting of shareholders In accordance with the provisions of the rules of procedure of the board of directors and other relevant systems of the company, earnestly perform the responsibilities of the board of directors entrusted by the general meeting of shareholders, strictly implement the resolutions of the general meeting of shareholders, carry out various work diligently and responsibly, actively promote the implementation of the resolutions of the board of directors, constantly standardize the corporate governance structure of the company, and ensure the scientific decision-making and standardized operation of the board of directors. The work of the board of directors in 2021 is reported as follows:
1、 Discussion and analysis of the board of directors on the operation of the company during the reporting period
In 2021, according to the unified deployment of relevant government departments, Chinese events in business sectors such as sports event management, sports club management and stadium management began to recover gradually under the condition of “zero” audience on site; The operation of sports clubs mainly participating in Chinese events has also gradually resumed; The stadiums and gymnasiums operated (including the go kart venues of Saika alliance) have gradually resumed business, and the income has increased significantly compared with the epidemic period of the previous year. The company continues to actively take countermeasures to control various costs and maintain the company’s financial health and stability. At the same time, combined with its own actual development, under the guidance of the national policy and strategic direction and the development trend of the sports industry, it has innovated the competition mode, actively created new own IP events in subdivided fields, expanded R & D technical services, and carried out sales services of new energy vehicles, realizing the growth of new business. The company completed the non-public offering of A-Shares this year, steadily promoted the implementation of supporting raised funds in the Saika alliance chain venue project, and driven the double growth of venue and go kart equipment business. The reason is the main reason for the growth of various performance indicators of the company in the reporting period.
During the reporting period, the company achieved an operating income of 28088599217 yuan, a year-on-year increase of 40.37%; The net profit attributable to the shareholders of the listed company was 318326748 yuan, a year-on-year increase of 106.24%; The overall gross profit margin was 30.51%, with a year-on-year increase of 12.05%; Earnings per share was 0.0239 yuan, a year-on-year increase of 105.83%; The total assets were 113577665118 yuan, an increase of 91.38% over the beginning of the period; The net assets were 81559229581 yuan, an increase of 89.14% over the beginning of the period.
2、 Work of the board of directors during the reporting period
(I) operation of the board of directors
In 2021, the board of directors of the company held 12 meetings, which discussed the following proposals and made resolutions:
Date of convening meeting name serial number proposal content
1 proposal on Shanghai Lisheng Racing Co.Ltd(002858) 2020 annual report and its summary
2. Proposal on the company’s 2020 financial final accounts report
3 proposal on the company’s 2020 profit distribution plan
4 proposal on the work report of the board of directors in 2020
5 proposal on the general manager’s work report of the company in 2020
6 proposal on the special report on the deposit and use of the company’s raised funds in 2020
Proposal on the company’s 2020 internal control self-evaluation report of the 3rd board of directors
The 21st Meeting on April 13, 2021 8 “on the company’s 2021 annual directors’ remuneration plan”
Discussion 9 proposal on the remuneration scheme for senior managers of the company in 2021
10 proposal on the company’s reappointment of the audit institution in 2021
11 proposal on performance commitments of top speed (Shanghai) Limited
12 proposal on performance commitments of Shanghai Qingsu event planning Co., Ltd
13. Proposal on extending the validity of the resolution of the general meeting of shareholders of non-public Development Bank A shares
Proposal on requesting the general meeting of shareholders to extend the validity period of authorizing the board of directors and its authorized persons to fully handle matters related to the non-public development of 14 A-shares of the company
15 proposal on convening the first extraordinary general meeting of shareholders in 2021
The third board of directors
Proposal on the full text and text of the company’s report for the first quarter of 2021 at the 22nd Meeting on April 25, 2021
Discuss
Proposal on Amending the rules of procedure of the general meeting of shareholders of the 3rd board of directors
Proposal on convening 2020 annual general meeting of shareholders at the 23rd Meeting on June 7, 2021
Discussion 2
The third board of directors
Proposal on opening a special account for raised funds and authorizing the signing of a supervision agreement on raised funds for the 24th 1 on June 7, 2021
(Provisional) meeting
Proposal on the election of non independent directors of the Fourth Board of directors of the company
Proposal on the election of independent directors of the Fourth Board of directors of the company at the 25th meeting on July 21, 2021
(Interim) meeting 3 proposal on convening the second extraordinary general meeting of shareholders in 2021
1. Proposal on canceling the election of Mr. Yu Xingyu as a non independent director of the Fourth Board of directors of the company
Proposal on electing Ms. Lu Lingyun as a non independent director of the Fourth Board of directors of the company
The 26th proposal on electing Mr. Gu Xiaojiang as a non independent director of the Fourth Board of directors of the company on July 30, 2021
(Provisional) meeting 3
4 proposal on postponement of the second extraordinary general meeting of shareholders in 2021
The 4th board of directors 1 proposal on electing the chairman of the 4th board of directors of the company
2021 / 8 / 16 first (temporary) 2 proposal on election of members of the special committee of the Fourth Board of directors of the company
Meeting 3 proposal on the appointment of senior managers and other relevant personnel of the company
The second (Interim) proposal on Shanghai Lisheng Racing Co.Ltd(002858) 2021 semi annual report and its summary of the 4th board of directors on August 25, 2021
2 proposal on adjusting the amount of raised funds to be invested in the investment project of A-share raised funds of non-public development banks at the meeting
3. Proposal on the company’s cash management by using the temporarily idle raised funds of non-public Development Bank A-share shares
4 proposal on replacing self raised funds invested in investment projects of raised funds and paid issuance expenses with funds raised from A-share shares of non-public development banks
5. Proposal on changing the purpose of the company’s share repurchase
1. Proposal on the appointment of general manager and deputy general manager of the company
2. Proposal on Revising the company’s 2021 directors’ remuneration plan
3 proposal on Revising the company’s 2021 senior management compensation plan
4. Proposal on the company’s use of temporarily idle raised funds and self owned funds for cash management
5 proposal on changing the implementation method of some investment projects with raised funds
6 proposal on changing the registered capital and business scope of the company and amending the corresponding provisions of the articles of Association
Proposal on 2021 stock option incentive plan of the company (Draft) and its summary of the 4th board of directors
2021 / 9 / 26 the third (temporary) 8 proposal on the management measures for the implementation and assessment of the company’s 2021 stock option incentive plan
Proposal on the incentive object Mr. Yu Xingyu’s participation in the equity incentive plan and the cumulative granted shares exceed 1% of the total shares of the company
Proposal submitted to the general meeting of shareholders on matters related to equity incentive plan 10
11 proposal on the company’s 2021 employee stock ownership plan (Draft) and its summary)
12 proposal on the management measures of the company’s employee stock ownership plan in 2021
13 proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s employee stock ownership plan in 2021
14 proposal on convening the third extraordinary general meeting of shareholders in 2021
Proposal on the third quarter report of the company in 2021 of the 4th board of directors
The fourth (Provisional) proposal on granting stock options to incentive objects for the first time on October 12, 2021
Session 2
The 4th board of directors
2021 / 10 / 27 the fifth (temporary) 1 proposal on financial assistance provided by holding subsidiaries to their shareholders
meeting
1. Proposal on purchasing part of the equity of Yuedong Tianxia
Proposal on the establishment of China’s cross-border two-way RMB capital pool by holding subsidiaries of the 4th board of directors
The sixth (Provisional) proposal on resignation and by election of independent directors on December 22, 2021
Session 3
4. Proposal on resignation and by election of non independent directors
During the reporting period, the company completed the general election of the new board of directors and special committees of the board of directors, and gave full play to the decision-making and advisory role of the strategy committee, audit committee, remuneration and assessment committee and Nomination Committee under the board of directors in professional fields, so as to ensure the effectiveness and professionalism of the performance of the board of directors.
In the above-mentioned meetings, the convening, proposal, attendance, discussion, voting, resolution and meeting minutes of the board of directors are operated in accordance with the company law, the articles of association and the rules of procedure of the board of directors. All directors of the company are conscientious and diligent, can actively pay attention to the company’s operation and management information, financial status and major issues, and can deeply discuss various proposals submitted to the board of directors for deliberation, so as to provide suggestions and make decisions for the operation and development of the company
