Mango Excellent Media Co.Ltd(300413)
Work report of the board of directors in 2021
In 2021, the party has been established for a hundred years. Standing at the historical intersection of “two centenaries”, under the guidance of Xi Jinping new era socialism with Chinese characteristics, the board of directors of the company has always adhered to the original mission of the party media and state-owned enterprises in the face of complex macroeconomic and industrial changes, cut through thorns and thorns, took the initiative, and handed over a mango answer sheet of high-quality development with stable and progressive business performance.
1、 Key work during the reporting period
1. Adhere to the original mission and strengthen mainstream publicity and value guidance
“Party media are surnamed party and absolutely loyal”. The company always adheres to the correct political direction, public opinion guidance and value orientation, adheres to integrity and innovation, and seizes the mainstream propaganda position. In order to do a good job in the mainstream publicity of celebrating the centennial of the founding of the party, the company made every effort to play the colorful movement of the “Symphony” Celebrating the centennial of the founding of the party in the form of artistic expression through the integrated media communication of multi platform linkage with excellent works that spread positive energy and carry forward the theme; The company resolutely implements the central government’s work deployment on comprehensive management in the field of culture and entertainment, and leads a new round of innovation with the content creation concept of walking with the country, the same direction with the times and being concentric with the people; We will continue to implement the central government’s strategy on Chinese culture going global, upgrade mango TV international app, and set up special areas such as “Chinese culture” and “one hundred years of the founding of the party”. International communication covers 195 countries and regions around the world, becoming an important window for Chinese culture going global.
2. Face a variety of challenges, overcome difficulties and promote steady progress in performance
In 2021, in the face of complex macroeconomic situation, repeated covid-19 pneumonia epidemic, changes in industry pattern and many other challenges, the board of directors of the company strengthened strategic research and judgment, led the company’s management to make scientific planning and overcome difficulties, and promoted the company’s performance to make steady progress. During the reporting period, the company achieved a total operating revenue of 15.356 billion yuan, a year-on-year increase of 9.64%; The net profit attributable to shareholders of listed companies was 2.114 billion yuan, a year-on-year increase of 6.66%. Mango TV Internet video business, the company’s core business, maintained steady growth, with an operating revenue of 11.261 billion yuan, a year-on-year increase of 24.29%. It is commendable that behind this series of figures, the platform content self-made team has been further consolidated, the innovative concept has been tempered in a new round, and the organizational efficiency has been steadily improved in the challenges, laying a solid foundation for the company to further compete for the industry and high-quality development.
3. Strengthen strategic guidance and actively layout emerging businesses
During the reporting period, the board of directors of the company gave full play to its strategic leading role, based on the self-made and innovative advantages of the company’s content, and focused on the future sustainable development to promote the layout of the company’s businesses. First, in the face of the chaos in the long video industry, we have the courage to stir up the evil and clear up the evil, and innovate to build a “Mango monsoon” theater; Second, give full play to the advantages of mango TV and Hunan Satellite TV in mango ecology, and accelerate the in-depth development of media integration; Third, facing the e-commerce trend of content platform and e-commerce platform, deeply tap mango TV content and user value, and launch Xiaomang e-commerce, a “trendy domestic content e-commerce platform”; Fourth, in order to further extend the company’s industrial chain, relying on its rich IP resources and huge member groups, we cut into the real entertainment business track and carry out all-round IP offline development.
4. Improve corporate governance, standardize operation, and achieve stability and long-term development
In 2021, the company actively implemented the relevant requirements of the CSRC on carrying out special actions on corporate governance of listed companies, gave full play to the dual advantages of Party leadership and corporate governance of state-owned enterprises, adhered to the core role of the board of directors in corporate governance, and continued to promote the corporate governance ability and standardized operation level to a higher level. During the reporting period, the board of directors convened three shareholders’ meetings according to law, deliberated and adopted 21 proposals, and resolutely implemented all resolutions of the shareholders’ meeting. The board of directors of the company strictly abides by the decision-making procedures for major matters and performs major events scientifically and rigorously
The board of directors held 9 meetings and considered and adopted 49 major issues. The board of directors of the company gave full play to the functions of the special committee of the board of directors, attached great importance to the independent opinions and professional judgment of independent directors, held 9 special committees, and independent directors expressed independent opinions on 16 major issues, and actively safeguarded the legitimate rights and interests of shareholders, especially small and medium-sized shareholders. 5. The private placement ended successfully and helped the sustainable development of the main business
In preparation for changes in the competition pattern of the industry and seizing major development opportunities, the board of directors of the company timely launched the capital operation of non-public offering financing of 4.5 billion yuan. During the reporting period, in the face of changes in capital market policies and fluctuations in share prices in the secondary market, the company timely obtained the application and approval documents for non-public offering projects and successfully completed the financing of RMB 4.5 billion. This financing has made a good capital reserve for further enriching mango TV content copyright library and improving the service capacity of audio-visual media platform, which is conducive to promoting the company to seize advantageous resources and core production factors in the new round of industry competition and further enhance its core competitiveness.
2、 Daily operation of the board of directors during the reporting period
(I) board change and organizational structure
The company completed the change of the board of directors in 2021, from the third board of directors to the Fourth Board of directors. The Fourth Board of directors is still composed of 9 directors, including 3 independent directors. The number and personnel composition of the board of directors meet the requirements of relevant laws, regulations and normative documents. During the reporting period, all directors were able to carry out their work in accordance with the company law, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, the articles of association and the rules of procedure of the board of directors, attend the board of directors and the general meeting of shareholders, perform their duties and obligations diligently and actively participate in relevant training.
The board of directors of the company has a strategy committee, a nomination committee, an audit committee and a remuneration and assessment committee. In accordance with the requirements of the standards for the governance of listed companies and other relevant laws and regulations, the conveners of the company’s nomination committee, audit committee and remuneration and assessment committee are all independent directors, and more than half of them are independent directors.
(II) convening of the board of directors
During the reporting period, the board of directors of the company held 9 meetings in total. The proceedings of the meeting were carried out in strict accordance with relevant laws, administrative regulations, departmental rules, normative documents, the articles of association and the rules of procedure of the board of directors. The convening and resolution procedures of the meeting were in strict accordance with the provisions of corporate justice, the Listing Rules of gem shares of Shenzhen Stock Exchange and the articles of association. During the reporting period, the details of the meetings and resolutions of the board of directors of the company are as follows: 1. On January 26, 2021, the 35th meeting of the third board of directors was held, all directors attended, deliberated and adopted the proposal on adjusting the fund use plan of some raised funds for investment projects.
2. On April 22, 2021, the 36th meeting of the third board of directors was held. All directors attended and deliberated and adopted the proposal on the work report of the board of directors in 2020, the proposal on the work report of the general manager in 2020, the proposal on the full text and summary of the company’s 2020 annual report, the proposal on the full text and summary of the company’s 2020 annual report Proposal on the company’s 2020 audit report, proposal on the company’s 2020 social responsibility report, proposal on the company’s 2020 ESG report, proposal on the company’s 2020 special report on the deposit and use of raised funds, proposal on the completion of performance commitments for major asset restructuring, proposal on the company’s 2020 profit distribution plan The proposal on the company’s expected daily connected transactions in 2021, the proposal on applying for credit line from the bank, the proposal on the transfer of 100% equity and connected transactions of the company’s wholly-owned subsidiary Hunan happy Tongbao microfinance Co., Ltd., the proposal on the change of accounting policies, the proposal on the salary assessment of the company’s senior managers in 2020 and the salary scheme in 2021 Proposal on the company’s report for the first quarter of 2021, proposal on the measures for the administration of overseas investment, proposal on the measures for the administration of equity investment, proposal on the proposal for convening the company’s 2020 annual general meeting of shareholders.
3. On July 5, 2021, the first meeting of the Fourth Board of directors was held. All directors attended the meeting and deliberated and adopted the proposal on electing the chairman of the Fourth Board of directors, the proposal on electing the members of the special committee of the Fourth Board of directors, the proposal on appointing the general manager of the company, the proposal on appointing the deputy general manager of the company, the proposal on appointing the Secretary of the board of directors of the company Proposal on the appointment of the company’s financial director and the proposal on the appointment of the company’s financial representative.
4. On August 16, 2021, the second meeting of the Fourth Board of directors was held, attended by all directors, and the proposal on the full text and summary of the company’s 2021 semi annual report and the proposal on the special report on the deposit and use of the company’s 2021 semi annual raised funds were deliberated and adopted Proposal on establishing a special account for raised funds and signing a supervision agreement for raised funds and proposal on formulating measures for the administration of external financial assistance.
5. On August 30, 2021, the third meeting of the Fourth Board of directors was held, attended by all directors, and the proposal on increasing the estimated amount of daily connected transactions with related parties in 2021 was considered and adopted.
6. On September 10, 2021, the fourth meeting of the Fourth Board of directors was held. All directors attended the meeting and deliberated and adopted the proposal on establishing a special account for raised funds and signing a supervision agreement for raised funds by the implementation subsidiary of raised investment projects and the proposal on using raised funds to increase capital to the implementation subsidiary of raised investment projects.
7. On September 23, 2021, the fifth meeting of the Fourth Board of directors was held. All directors attended the meeting and deliberated and adopted the proposal on replacing self raised funds and paid issuance expenses of pre invested projects with raised investment funds, and the proposal on cash management of wholly-owned subsidiaries using idle raised funds Proposal on wholly-owned subsidiaries using bank acceptance bills to pay the funds of raised investment projects and replace them with the raised funds in the same amount, proposal on Exempting Hangzhou Ali Venture Capital Co., Ltd. from its commitment obligations related to share locking due to its planned transfer of shares by agreement, and proposal on requesting the convening of the company’s first extraordinary general meeting in 2021.
8. On October 27, 2021, the sixth meeting of the Fourth Board of directors was held. All directors attended the meeting and deliberated and adopted the proposal on the third quarter report of the company in 2021, the proposal on renewing the appointment of Tianjian Certified Public Accountants (special general partnership) as the audit institution of the company in 2021, and the proposal on adjusting the estimated amount of daily connected transactions with Migu culture and Technology Co., Ltd. in 2021 Proposal on Amending the articles of association, proposal on Amending the rules of procedure of the general meeting of shareholders, proposal on Amending the insider management system and proposal on Amending the working system of the Secretary of the board of directors.
9. On November 28, 2021, the 7th Meeting of the 4th board of directors was held. All directors attended the meeting and deliberated and adopted the proposal on signing the overall cooperation framework agreement and related party transactions between the wholly-owned subsidiary and Migu culture and Technology Co., Ltd., the proposal on adjusting the implementation mode and fund use plan of some raised capital investment projects, and the proposal on proposing to convene the second extraordinary general meeting of shareholders of the company in 2021.
(III) convening of shareholders’ meeting and implementation of resolutions
In 2021, the board of directors of the company convened and held one annual general meeting and two extraordinary general meetings in strict accordance with relevant laws and regulations, the articles of association, the rules of procedure of the general meeting of shareholders and other relevant provisions. The general meeting of shareholders was held by combining on-site voting and online voting. The form of convening and holding the meeting and the resolution procedures of the meeting were in line with relevant laws, administrative regulations, departmental rules Provisions of normative documents and articles of association. The convening and deliberation of the general meeting of shareholders are as follows:
1. On May 21, 2021, the 2020 annual general meeting of shareholders was held, and the proposal on the work report of the board of directors in 2020, the proposal on the work report of the board of supervisors in 2020, the proposal on the full text and summary of the company’s 2020 annual report, the proposal on the company’s profit distribution plan in 2020, and the proposal on the expected daily connected transactions of the company in 2021 were reviewed and approved Proposal on applying for credit line from the bank, proposal on the report on the use of the company’s previously raised funds, proposal on the transfer of 100% equity and related party transactions of the company’s wholly-owned subsidiary Hunan happy Tongbao microfinance Co., Ltd., proposal on the general election of the company’s board of directors, proposal on the general election of the company’s board of supervisors Proposal on nominating candidates for non independent directors of the Fourth Board of directors, proposal on nominating candidates for independent directors of the Fourth Board of directors and proposal on nominating candidates for non employee supervisors of the Fourth Board of supervisors. The independent directors of the company reported on their work at the annual general meeting of shareholders.
2. On October 11, 2021, the first extraordinary general meeting of shareholders in 2021 was held, and the proposal on Exempting Hangzhou Ali Venture Capital Co., Ltd. from its commitment obligations related to share lock-in due to its planned transfer of shares by agreement was considered and adopted.
3. On December 21, 2021, the second extraordinary general meeting of shareholders in 2021 was held, and the proposal on renewing the appointment of Tianjian Certified Public Accountants (special general partnership) as the audit institution of the company in 2021 and the proposal on adjusting the estimated amount of daily connected transactions with Migu culture and Technology Co., Ltd. in 2021 were considered and adopted Proposal on signing the overall cooperation framework agreement and related party transactions between the wholly-owned subsidiary and Migu culture and Technology Co., Ltd., proposal on adjusting the implementation mode and fund use plan of some raised capital investment projects, proposal on Amending the articles of association, proposal on Amending the rules of procedure of the general meeting of shareholders and proposal on Amending the external guarantee system.
(IV) work progress of the special committee
During the reporting period, the company completed the change of the board of directors and re elected all special committees of the board of directors. All special committee members earnestly perform their duties, assist the board of directors in making professional decisions and ensure the safety of the board of directors
