Mango Excellent Media Co.Ltd(300413)
Work report of the board of supervisors in 2021
During the reporting period, the board of supervisors of Mango Excellent Media Co.Ltd(300413) company (hereinafter referred to as “the company”) performed its duties diligently and independently in strict accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”), the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”), and other relevant laws and regulations, as well as the articles of association, rules of procedure of the board of supervisors and other company rules and regulations, Attend the board of directors and general meeting of shareholders held by the company as nonvoting delegates; Supervised the company’s production and operation, major events and financial status, and supervised the company’s legal operation and the performance of directors and senior managers, so as to ensure the company’s legal and standardized operation. The main work report of the board of supervisors in 2021 is as follows:
1、 Meetings of the board of supervisors during the reporting period
The board of supervisors of the company has three supervisors, including one employee supervisor. The number and personnel composition of the board of supervisors meet the requirements of relevant laws and regulations. During the reporting period, the board of supervisors held 8 meetings. The details are as follows:
1. On January 26, 2021, the company held the 26th meeting of the third board of supervisors. All supervisors attended the meeting and deliberated and adopted the proposal on adjusting the fund use plan of some raised funds for investment projects.
2. On April 22, 2021, the company held the 27th meeting of the third board of supervisors, and all supervisors attended the meeting, The proposal on the work report of the company’s board of supervisors in 2020, the proposal on the full text and summary of the company’s annual report in 2020, the proposal on the company’s audit report in 2020, the proposal on the report on the use of the company’s previously raised funds, and the proposal on the company’s self-evaluation report on internal control in 2020 were reviewed and approved Proposal on the special report on the deposit and use of the company’s raised funds in 2020, proposal on the completion of performance commitments for major asset restructuring, proposal on the company’s profit distribution plan in 2020, proposal on the company’s expected daily connected transactions in 2021, and proposal on the transfer of 100% equity and connected transactions of the company’s wholly-owned subsidiary Hunan happy Tongbao microfinance Co., Ltd 12 proposals, including the proposal on changes in accounting policies and the proposal on the company’s report for the first quarter of 2021.
3. On July 5, 2021, the company held the first meeting of the Fourth Board of supervisors. All supervisors attended the meeting and deliberated and adopted the proposal on electing the chairman of the Fourth Board of supervisors.
4. On August 16, 2021, the company held the second meeting of the Fourth Board of supervisors. All supervisors attended the meeting and deliberated and adopted 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.
5. On September 10, 2021, the company held the third meeting of the Fourth Board of supervisors. All supervisors 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.
6. On September 23, 2021, the company held the fourth meeting of the Fourth Board of supervisors, and all supervisors attended the meeting, The proposal on replacing the self raised funds and paid issuance expenses of the raised investment projects in advance with the raised investment funds, the proposal on the cash management of the wholly-owned subsidiaries using the idle raised funds, the proposal on the wholly-owned subsidiaries using the bank acceptance bills to pay the funds of the raised investment projects and replacing them with the raised funds in equal amount, and 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.
7. On October 27, 2021, the company held the fifth meeting of the Fourth Board of supervisors, and all supervisors attended the meeting, 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, the proposal on adjusting the estimated amount of daily connected transactions with Migu culture and Technology Co., Ltd. in 2021 and the proposal on amending the rules of procedure of the board of supervisors were reviewed and adopted.
8. On November 28, 2021, the company held the 25th meeting of the third board of supervisors. All supervisors 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. and the proposal on adjusting the implementation method and fund use plan of some raised capital investment projects.
2、 Review opinions of the board of supervisors on relevant matters
1. Legal operation
During the reporting period, the supervisors of the company attended all the board of directors and shareholders’ meetings according to law and listened to the work report on the operation and management of the company; Supervise the convening and procedures of relevant meetings, decisions on major issues, and the performance of directors and senior managers; Checked the construction and operation of the company’s internal control system; Inspected the implementation of the information disclosure management system.
The board of supervisors believes that the operation of the company complies with the requirements of the company law, the securities law and other laws, regulations, normative documents and the articles of Association; The company has established a relatively perfect internal control system; The directors and senior managers of the company have performed their duties diligently and have not committed any act detrimental to the interests of the company and shareholders; The information not disclosed in a timely and accurate manner in accordance with the requirements of the board of directors, but not in a timely and accurate manner.
2. Financial situation
During the reporting period, the board of supervisors carefully reviewed and supervised the company’s periodic reports, financial statements, financial status and financial management. The board of supervisors believed that the procedures for the preparation and review of the company’s periodic reports by the board of directors were in line with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflected the actual situation of the company, and there were no false records, misleading statements or major omissions.
3. External guarantee and equity and asset replacement
During the reporting period, there was no external guarantee, equity and asset replacement of the company, nor any other damage to the interests of the company’s shareholders or loss of the company’s assets.
4. Use and management of raised funds
The board of supervisors inspected the use and management of the company’s raised funds during the reporting period and held that the company used and managed the raised funds in strict accordance with the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and the raised funds management system, and there was no illegal use of the raised funds.
5. Acquisition and sale of assets
During the reporting period, the company transferred 100% equity of its wholly-owned subsidiary Hunan happy Tongbao microfinance Co., Ltd. (hereinafter referred to as “happy Tongbao”) to mango Media Co., Ltd., the controlling shareholder of the company. The transfer was based on the asset appraisal report issued by Tongzhi Xinde (Beijing) asset appraisal Co., Ltd. and the equity transfer price was confirmed to be 304249700 yuan through negotiation, The company no longer holds the equity of happy Tongbao.
This transfer is to concentrate resources to develop the main business, and the relevant transfer processes are legal and compliant.
6. Related party transactions
The related party transactions of the company in 2021 are fair and impartial, and there is no obvious unfairness, or damage to the interests of the company and other shareholders. The decision-making procedures comply with the provisions of relevant laws, regulations and the articles of association. The pricing of related party transactions follows the principles of fairness and rationality, and does not damage the interests of the company and shareholders.
7. Comments on the self-evaluation report of internal control
The board of supervisors carefully reviewed the self-evaluation report of the company’s internal control in 2021, carefully reviewed the construction and operation of the company’s internal control system, and believed that: the company has established and improved the internal control system covering all business links of the company, and the internal control system can operate effectively, ensuring the normal progress of the company’s business activities and the safety and integrity of the company’s assets; The company strictly implements the internal control system and internal audit system, establishes and improves the internal organizational structure in line with the requirements of modern management, and forms a scientific decision-making mechanism, execution mechanism and supervision mechanism to ensure the realization of the company’s operation and management objectives; The internal control organization of the company is complete, and the internal audit department is established and equipped with relevant personnel to ensure the full and effective implementation and supervision of key internal control activities of the company. The self-evaluation report of the company’s internal control comprehensively, truly and accurately reflects the actual situation of the company’s internal control. 3、 2022 work plan of the board of supervisors
In 2022, the board of supervisors will continue to faithfully perform the duties of the board of supervisors and participate in the general meeting of shareholders, the board of directors and relevant meetings in strict accordance with the relevant provisions of the company law, the securities law, the Listing Rules of the gem of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the articles of association and the rules of procedure of the board of supervisors, Timely supervise the legality and compliance of major decision-making matters and decision-making procedures of the company, protect the legitimate rights and interests of shareholders, the company, employees and other stakeholders, supervise and inspect the performance of directors and senior managers according to law, and further promote the standardized operation of the company.
At the same time, the board of supervisors will continue to promote its own construction, further improve the ability of the board of supervisors to perform its duties, strengthen the training and learning of laws and regulations, corporate governance, financial management and other related aspects, and give better play to the supervision function of the board of supervisors.
Mango Excellent Media Co.Ltd(300413) board of supervisors April 25, 2022
