Shanghai Lisheng Racing Co.Ltd(002858)
Report on the work of independent directors in 2021
As an independent director of Shanghai Lisheng Racing Co.Ltd(002858) (hereinafter referred to as "the company"), I faithfully and diligently perform the duties of an independent director in accordance with the provisions and requirements of the company law, the guidelines for the governance of listed companies, the guiding opinions on the establishment of an independent director system in listed companies, the articles of association, the working system of independent directors and other relevant laws and regulations, independent, prudent Exercising the powers entrusted by the company to independent directors responsibly has safeguarded the interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders. I hereby report my performance in 2021 as follows:
1、 Attendance at meetings
During the performance of duties, the company operated normally, the convening of meetings of the board of directors and the general meeting of shareholders complied with legal procedures, and major business decisions were performed in accordance with laws and regulations. I have carefully studied and deliberated various proposals of the board of directors, and found no violation of laws and regulations, and no harm to the interests of shareholders, especially small and medium-sized shareholders. Therefore, I have not raised any objection to the proposal.
During the performance of duties, the company held 6 meetings of the board of directors. I personally attended 6 meetings of the board of directors by on-site or communication, and I was not absent and did not entrust other independent directors to attend the meeting and exercise voting rights.
During the performance of duties, the company held two extraordinary general meetings, the second extraordinary general meeting in 2021 and the third extraordinary general meeting in 2021.
During the performance of duties, the convening of the board of directors and the general meeting of shareholders of the company complied with legal procedures, and I did not raise any objection to various proposals and other matters of the company.
2、 Independent opinions
During the performance of my duties, in accordance with the requirements of relevant laws and regulations and the articles of association, I gave prior approval opinions and independent opinions on relevant matters of the company as follows:
At the first (Interim) meeting of the Fourth Board of directors held on August 16, 2021, it was issued that "it is agreed to appoint Mr. Xia Qing as the general manager of the company, Ms. Lu Lingyun as the deputy general manager and HR Director of the company, Mr. Gu Xiaojiang as the Deputy General Manager and Secretary of the board of directors, and Mr. Chen Ping as the chief financial officer. The term of office of the above-mentioned personnel starts from the date of deliberation of the board of directors to the date of expiration of the Fourth Board of directors." Independent opinion.
At the second (Interim) meeting of the Fourth Board of directors held on August 25, 2021, the proposal on the adjustment of the amount of raised funds to be invested in the investment project of non-public Development Bank A-share raised funds, the proposal on the cash management of the company using the temporarily idle raised funds of non-public issuance of A-share shares The proposal on the company's use of non-public Development Bank A-share raised funds to replace the self raised funds invested in the investment projects of raised funds and paid issuance expenses in advance and the proposal on changing the purpose of the company's share repurchase issued independent opinions, and issued special instructions and independent opinions on the occupation of the company's funds by the company's controlling shareholders and other related parties and the company's external guarantee in the first half of 2021.
At the third (temporary) meeting of the Fourth Board of directors held on September 26, 2021, the proposal on the appointment of the general manager and deputy general manager of the company, the proposal on Revising the remuneration scheme of directors in 2021, the proposal on Revising the remuneration scheme of senior managers in 2021, and the proposal on the cash management of the company with temporarily idle raised funds and self owned funds were discussed Independent opinions were expressed on the proposal on changing the implementation mode of some investment projects with raised funds, the proposal on the company's 2021 stock option incentive plan (Draft) and its summary, and the proposal on the company's 2021 employee stock ownership plan (Draft) and its summary.
At the fourth (Interim) meeting of the Fourth Board of directors held on October 12, 2021, it was issued that "it is agreed to grant 18.8 million stock options to 28 incentive objects for the first time with October 12, 2021 as the grant date, and the exercise price is 13.69 yuan / share." Independent opinion.
At the fifth (Interim) meeting of the Fourth Board of directors held on October 27, 2021, independent opinions were expressed on "the company's holding subsidiary Lisheng international racetrack operation and Management Co., Ltd. provided 4 million yuan of financial assistance to its shareholder Zhuzhou high tech automobile park operation and Management Co., Ltd.".
At the sixth (Interim) meeting of the Fourth Board of directors held on December 22, 2021, independent opinions were expressed on the proposal on foreign investment and transfer of part of the equity of Yuedong Tianxia, as well as the nomination of independent directors and non independent directors.
During the reporting period, the independent directors' opinions expressed by me were all consent opinions, and there were no reservations, objections or inability to express opinions.
3、 On site investigation of the company
During the performance of my duties, I went to the company for field investigation and communication for many times to track and understand the production, operation and financial status of the company; Through telephone and e-mail, keep close contact with other directors, senior managers and relevant staff of the company, always pay attention to the impact of external environment and market changes on the company, pay attention to the relevant reports of the media and network on the company, and learn the progress of major matters of the company in time.
4、 Work done in protecting the rights and interests of investors
1. Conscientiously perform the duties of independent directors. I require the company to provide relevant information in advance for careful review of major matters considered and decided by the board of directors of the company, and ask relevant departments and personnel of the company if necessary. On this basis, I use my own financial expertise to exercise voting rights independently, objectively and prudently, so as to effectively safeguard the legitimate rights and interests of the company and shareholders.
2. Strengthen their own learning and improve their ability to perform their duties. I carefully study relevant laws and regulations and other relevant documents, deepen my understanding and understanding of relevant laws and regulations, constantly improve my ability to perform my duties, provide better opinions and suggestions for the company's scientific decision-making and risk prevention, and effectively strengthen the ability to protect the interests of the company and investors.
3. Supervise and urge the normal development of annual report audit and information disclosure. In the annual report work, I carefully listen to the report of the company's annual financial status and operation, communicate with the audit institution of the annual report, timely communicate the problems found in the audit process, and supervise the progress of the annual report, so as to ensure that the audit report fully reflects the real situation of the company. Actively pay attention to the company's information disclosure, so that the company can complete the information disclosure of the annual report in a true, accurate, complete and timely manner in strict accordance with the relevant provisions of relevant laws and regulations.
5、 Work of the company's special committees
I am the chairman of the company's audit committee and the chairman of the remuneration and assessment committee.
During the reporting period, the audit committee had a detailed understanding of the company's financial status and operation, reviewed the company's regular reports, the daily audit and special audit work of the internal audit department, reviewed the formulation and implementation of the company's internal control system, and implemented effective guidance and supervision on the company's financial status and operation.
During the reporting period, as a member of the remuneration and assessment committee, I reviewed the remuneration standards of the company's directors and senior managers in 2021 in strict accordance with the rules of procedure of the board of directors.
6、 Other matters
In 2021, due to the good operation of the company, the convening and convening of the board of directors and the general meeting of shareholders comply with the legal procedures, and the relevant procedures and information disclosure obligations have been fulfilled for major business decisions, I did not propose to convene the board of directors, dismiss the accounting firm, or independently hire an external audit institution and consulting institution during my performance of duties, In addition to publicly soliciting the company's entrusted voting rights from all shareholders of the company for the relevant equity incentive proposals considered at the third extraordinary general meeting of the company in 2021, the company did not publicly solicit the voting rights from shareholders before the general meeting of shareholders, and did not propose to the board of directors to convene the extraordinary general meeting of shareholders, etc.
It is hoped that in the new year, the company will operate more steadily and standardized, better establish the image of a self-discipline, standardized and honest listed company, make the company develop continuously, stably and healthily, and repay the majority of investors with better performance. At the same time, I would like to express my respect and heartfelt thanks to the board of directors, management team and relevant personnel for their active and effective cooperation and support in the process of performing their duties.
I hereby report on my work.
(there is no text on this page, which is the signature page of Shanghai Lisheng Racing Co.Ltd(002858) 2021 annual report on the work of independent directors)
Independent director (signature):
Gu Mingjie
April 6, 2022
