Securities code: Shanghai Lisheng Racing Co.Ltd(002858) securities abbreviation: Shanghai Lisheng Racing Co.Ltd(002858) Announcement No.: 2022010 Shanghai Lisheng Racing Co.Ltd(002858)
Announcement of resolutions of the 7th Meeting of the 4th board of directors
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings held
Shanghai Lisheng Racing Co.Ltd(002858) (hereinafter referred to as "the company") the seventh meeting of the Fourth Board of directors was held in the form of online video conference on April 6, 2022. The meeting was convened and presided over by Mr. Xia Qing, chairman of the company. The meeting notice and relevant materials were sent to all directors in the form of wechat on April 1, 2022.
There were 8 directors who should attend the meeting and 7 directors who actually attended the meeting (among them, Zhou Xiaofeng, an independent director, was unable to perform his duties on site during the epidemic in Shenzhen and Shanghai during the annual report, and did not participate in the company's business activities and development. The meeting was absent due to other work arrangements), and some supervisors and senior managers of the company attended as nonvoting delegates. The convening and convening procedures of this meeting and the qualifications of the personnel attending and attending the meeting as nonvoting delegates all comply with the relevant provisions of relevant laws, administrative regulations and the articles of association. 2、 Deliberations of the meeting
1. Deliberated and passed the proposal on the work report of the board of directors of the company in 2021
According to the work in 2021, the board of directors of the company prepared the work report of the board of directors of Shanghai Lisheng Racing Co.Ltd(002858) 2021, reviewed and summarized the main aspects of the work in 2021, and put forward the guiding ideology and main tasks of the company's business development in 2022 according to the development of economic situation and the changes of the company's internal and external environment.
Mr. Gu Xiaojiang, Mr. Gu Guoqiang and Mr. Pei Yongle, the independent directors of the third board of directors of the company, and Mr. Gu Mingjie, Mr. Huang Haiyan and Ms. Zhou Xiaofeng, the independent directors of the Fourth Board of directors, respectively submitted the report on the work of independent directors in 2021 to the board of directors. The independent directors of the company will report on their work at the general meeting of shareholders of the company.
Voting results: 7 in favor, 0 against and 0 abstention.
The work report of the board of directors of the company in 2021 and the report on the work of independent directors of the company in 2021 were posted on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Disclosure.
2. Deliberated and passed the proposal on the work report of the general manager of the company in 2021
The board of directors of the company reviewed the general manager's report for 2021 and believed that the management of the company effectively implemented the resolutions of the general meeting of shareholders and the board of directors in 2021. Except for the impact of the global outbreak in 2021, the operation of the company was basically normal.
Voting results: 7 in favor, 0 against and 0 abstention.
3. The proposal on Shanghai Lisheng Racing Co.Ltd(002858) 2021 annual report and its summary was deliberated and adopted
The board of directors of the company deliberated and approved the full text and summary of Shanghai Lisheng Racing Co.Ltd(002858) 2021 annual report.
Voting results: 7 in favor, 0 against and 0 abstention.
The annual report of Shanghai Lisheng Racing Co.Ltd(002858) 2021 and the summary of the 2021 annual report of Shanghai Shanghai Lisheng Racing Co.Ltd(002858) Culture Co., Ltd. were posted on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Disclosure: the summary of Shanghai Lisheng Racing Co.Ltd(002858) 2021 annual report (Announcement No.: 2022009) was simultaneously disclosed in China Securities Journal, Shanghai Securities News, securities times and Securities Daily.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4. Deliberated and passed the proposal on the company's 2021 annual financial statement report
In accordance with the articles of association and other relevant provisions, the board of directors of the company deliberated and adopted the 2021 annual financial statement of the company.
Voting results: 7 in favor, 0 against and 0 abstention.
The company's 2021 annual financial statement was posted on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Disclosure.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
5. The proposal on the special report on the deposit and use of the company's raised funds in 2021 was reviewed and adopted
See the special report on the deposit and use of the company's raised funds in 2021 for details.
Tianjian Certified Public Accountants (special general partnership) issued the assurance report on the annual storage and use of raised funds for the company.
Voting results: 7 in favor, 0 against and 0 abstention.
The special report on the deposit and use of the company's raised funds in 2021 (Announcement No.: 2022012) was published on the same day in China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo（ http://www.cn.info.com.cn. ）Disclosure on.
Gu Mingjie and Huang Haiyan, the independent directors of the company, expressed unanimous independent opinions on this proposal, and the sponsor Guosheng Securities Co., Ltd. also expressed verification opinions on this matter. The assurance report, independent opinions and verification opinions were posted on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Disclosure.
6. The proposal on no profit distribution of the company in 2021 was deliberated and passed
According to the company's business development, the board of directors agreed that the company's profit distribution plan for 2021 is: the company will not make profit distribution in 2021, will not send bonus shares, and will not convert capital reserve into share capital.
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to China Securities News, Shanghai Securities News, securities times, securities daily and cninfo.com on the same day（ http://www.cn.info.com.cn. ）Announcement of the company's intention not to make profit distribution in 2021 (Announcement No.: 2022013) disclosed on the.
Gu Mingjie and Huang Haiyan, the independent directors of the company, expressed unanimous independent opinions on this proposal.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
7. The proposal on the self-evaluation report of the company's internal control in 2021 was deliberated and adopted
During the reporting period, the company followed the basic principles of internal control and established and improved the internal control system of all links of the company according to its actual situation, so as to ensure the normal operation of the company's business activities and protect the safety and integrity of the company's assets.
There are no factors affecting the evaluation conclusion of the effectiveness of internal control from the base date of the internal control evaluation report to the date of issuance of the internal control evaluation report.
Tianjian Certified Public Accountants (special general partnership) issued the assurance report on internal control for the company. Voting results: 7 in favor, 0 against and 0 abstention.
Gu Mingjie and Huang Haiyan, the independent directors of the company, gave unanimous independent opinions on this proposal, and the sponsor Guosheng Securities Co., Ltd. also gave verification opinions on this matter. The assurance report, independent opinions, verification opinions and the self-evaluation report of the company's internal control in 2021 were posted on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Simultaneous disclosure.
8. Deliberated and passed the proposal on the company's plan to continue to hire an accounting firm
In 2021, the company hired Tianjian Certified Public Accountants (special general partnership) as the company's audit institution. In providing audit services for the company, it scrupulously abides by its duties, abides by the independent, objective and fair practice standards, and has better completed all the work entrusted by the company. The company plans to continue to hire Tianjian Certified Public Accountants (special general partnership) to undertake the company's financial audit institution and internal control audit institution in 2022. It shall come into force after being deliberated and adopted by the general meeting of shareholders.
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to China Securities News, Shanghai Securities News, securities times, securities daily and cninfo on the same day（ http://www.cn.info.com.cn. ）Announcement of the company's intention to renew the appointment of an accounting firm (Announcement No.: 2022015).
Gu Mingjie and Huang Haiyan, the independent directors of the company, expressed their prior approval opinions on this motion and unanimously agreed independent opinions, which were simultaneously disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）。
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
9. The proposal on the company's 2022 directors' remuneration plan was deliberated and adopted
See the remuneration plan for directors, supervisors and senior managers of the company in 2022 for details.
Voting results: 0 in favor, 0 against, 0 abstention and 7 avoidance. All directors are affiliated directors, and this proposal will be directly submitted to the general meeting of shareholders for deliberation.
Gu Mingjie and Huang Haiyan, the independent directors of the company, expressed unanimous independent opinions on this proposal. The independent opinions and the remuneration plan for directors, supervisors and senior managers of the company in 2022 were posted on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Simultaneous disclosure.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
10. Deliberated and passed the proposal on the compensation scheme for senior managers of the company in 2022
See the company's 2022 senior management compensation plan for details.
Voting results: 6 in favor, 0 against, 0 abstention and 1 avoidance. Mr. Gu Xiaojiang, a director who also serves as senior management, is an affiliated director and has avoided voting.
Gu Mingjie and Huang Haiyan, the independent directors of the company, expressed unanimous independent opinions on this proposal. The independent opinions and the remuneration plan for directors, supervisors and senior managers of the company in 2022 were posted on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Disclosure.
11. The proposal on performance commitments of Shanghai Qingsu event planning Co., Ltd. was deliberated and passed. According to the audit report (tianjianshen [2022] 567) issued by Tianjian Certified Public Accountants (special general partnership), the board of directors of the company confirmed that Shanghai Qingsu event planning Co., Ltd. has completed the performance commitment goal, does not involve performance compensation, and the performance commitment period ends on December 31, 2021.
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to China Securities News, Shanghai Securities News, securities times, securities daily and cninfo on the same day（ http://www.cn.info.com.cn. ）Announcement on the completion of performance commitments of the holding subsidiary Shanghai Qingsu event planning Co., Ltd. (Announcement No.: 2022016).
12. The proposal on signing the compensation agreement and relevant performance commitment statement of Jiangxi Saiqi sports equipment manufacturing Co., Ltd. was deliberated and adopted
According to the audit report issued by Tianjian Certified Public Accountants (special general partnership) (tianjianshen [2022] 783), the board of directors of the company confirmed that Jiangxi Saiqi sports equipment manufacturing Co., Ltd. has not completed the performance commitment target, and the performance commitment period is from August 2018 to December 31, 2021. In order to further clarify the compensation matters, the board of directors agreed that the company and Huang Bin signed the compensation agreement (hereinafter referred to as the "compensation agreement"). According to the original agreement, supplementary agreement and compensation agreement, calculated by net profit, Huang Bin needs to compensate the company with cash of 1205426146 yuan. The company chooses to accept Huang Bin's transfer of 44% equity of Jiangxi Saiqi plus cash of 1401644 yuan.
Voting results: 7 in favor, 0 against and 0 abstention.
For details, please refer to China Securities News, Shanghai Securities News, securities times, securities daily and cninfo on the same day（ http://www.cn.info.com.cn. ）Announcement on signing the compensation agreement and relevant performance commitment statement of Jiangxi Saiqi sports equipment manufacturing Co., Ltd. (Announcement No.: 2022017).
Gu Mingjie and Huang Haiyan, the independent directors of the company, issued independent opinions unanimously agreed on this proposal, which were simultaneously disclosed on cninfo.com on the same day（ http://www.cn.info.com.cn. ）。
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
13. The proposal on using some idle raised funds to temporarily supplement working capital was deliberated and adopted
It is agreed that in order to improve the use efficiency of idle raised funds and reduce financial expenses, the company plans to use idle raised funds of no more than RMB 100 million (including this amount) to temporarily supplement working capital according to the needs of production, operation and development, without affecting the capital demand of the project construction and the normal progress of the project, and the service life shall not exceed 12 months from the date of deliberation and approval by the board of directors.
Voting results: 7 in favor, 0 against and 0 abstention.
Newspaper and HTTP / / www.cninfo.com（ http://www.cn.info.com.cn. ）Announcement on temporarily replenishing working capital with some idle raised funds (Announcement No.: 2022018).
Gu Mingjie and Huang Haiyan, the independent directors of the company, expressed unanimous independent opinions on this proposal, and the sponsor Guosheng Securities Co., Ltd. also expressed verification opinions on this matter. The independent opinions and verification opinions were posted on cninfo.com on the same day（ http://www.cn.info.com.cn. ）Disclosure.
14. Deliberated and passed the proposal on convening the 2021 annual general meeting of shareholders
It is agreed that the company plans to hold the meeting at 15:00 on April 28, 2022 in the company conference room on the 2nd floor, building 8, No. 518, Fuquan North Road, Changning District, Shanghai
