Securities code: Mango Excellent Media Co.Ltd(300413) securities abbreviation: Mango Excellent Media Co.Ltd(300413) Announcement No.: 2022006 Mango Excellent Media Co.Ltd(300413)
Announcement of resolutions of the 8th 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
Mango Excellent Media Co.Ltd(300413) (hereinafter referred to as "the company") the 8th meeting of the 4th board of directors (hereinafter referred to as "the meeting") was held on April 21, 2022 by combining on-site meeting and teleconference. The meeting was presided over by Chairman Zhang Huali. There were 9 directors who should attend the meeting and 9 directors who actually attended the meeting. All supervisors and some senior managers attended the meeting as nonvoting delegates. The supervisors of the company statistically confirmed the voting results. The convening of the meeting shall comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association.
2、 Deliberations of the meeting
1. Deliberated and adopted the proposal on the work report of the board of directors in 2021
After deliberation, the board of Directors believes that the work report of the board of directors in 2021 objectively reflects the work of the board of directors in making decisions on major issues such as strategic planning, operation and management and corporate governance in 2021. The independent directors of the company, Mr. Zhong Hongming, Ms. Xiao Xing and Mr. Liu Yuhui, respectively, submitted the 2021 report on the work of independent directors to the board of directors and will report on their work at the 2021 general meeting of shareholders of the company. See the related report on cninfo.com on the same day（ http://www.cn.info.com.cn./ ）Disclosure announcement.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
2. Deliberated and passed the proposal on the work report of the general manager of the company in 2021
After deliberation, the board of directors agreed to the 2021 general manager's work report made by Mr. Cai Huaijun, the general manager of the company.
Voting results: 9 in favor, 0 against and 0 abstention.
3. Deliberated and passed the proposal on the company's 2021 annual audit report
After deliberation, the board of Directors believes that the 2021 audit report issued by Tianjian Certified Public Accountants (special general partnership) objectively and truly reflects the company's financial situation and operating results in 2021. See the audit report on cninfo.com on the same day for details（ http://www.cn.info.com.cn./ ）Disclosure announcement.
Voting results: 9 in favor, 0 against and 0 abstention.
4. The proposal on the self-evaluation report of the company's internal control in 2021 was deliberated and adopted
After deliberation, the board of Directors believes that the self-evaluation report on internal control in 2021 truly and objectively reflects the construction and operation of the company's internal control system, and the company's internal control system is relatively perfect and can be effectively implemented. The independent directors expressed their independent opinions. See the full text of the independent director's opinions and report on the same day on cninfo.com（ http://www.cn.info.com.cn./ ）Disclosure announcement.
Voting results: 9 in favor, 0 against and 0 abstention.
5. The proposal on the special report on the deposit and use of the company's raised funds in 2021 was reviewed and approved
After deliberation, the board of Directors believes that the special report on the deposit and use of raised funds in 2021 truthfully reflects the actual situation of the company's deposit and use of raised funds in 2021, complies with the relevant provisions on the deposit and use of raised funds of listed companies, and there is no illegal deposit and use of raised funds, nor any change or disguised change in the investment direction and use of raised funds. The independent directors gave their independent opinions, and the recommendation institution and the independent financial adviser issued verification opinions. The opinions of independent directors, relevant verification opinions and the full text of the report are detailed in the company's website on the same day（ http://www.cn.info.com.cn./ ）Disclosure announcement.
Voting results: 9 in favor, 0 against and 0 abstention
6. The proposal on the company's profit distribution plan for 2021 was reviewed and approved
According to the relevant provisions of the articles of association and the shareholder return plan for the next three years (20202022), on the basis of soliciting the opinions of minority shareholders and independent directors and on the premise of ensuring the normal operation and long-term development of the company, in order to continuously return shareholders and share the operating results of the company's development with all shareholders, the company plans to distribute a cash dividend of 1.3 yuan (including tax) for every 10 shares based on the total share capital of 1870720815 shares, No bonus shares will be given and no capital reserve will be converted into share capital. The independent directors expressed their independent opinions. The opinions of independent directors and distribution plan are detailed in the company's website on the same day（ http://www.cn.info.com.cn./ ）Disclosure announcement.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
7. The proposal on the prediction of the company's daily connected transactions in 2022 was deliberated and adopted one by one
According to the actual implementation of daily related party transactions in the previous year and in combination with business planning, the company reasonably predicts the daily related party amount in 2022. According to the voting avoidance mechanism of connected directors in connected transactions, the board of directors is expected to vote on the daily connected transactions in 2022 one by one according to the related parties involved:
7.1 in 2022, related directors Zhang Huali, Luo Weixiong, Zhang Yong, Cai Huaijun and Tang Liang are expected to avoid voting in the daily related party transactions between the company and its controlling shareholders, actual controllers and their related parties.
Voting results: 4 in favor, 0 against and 0 abstention.
7.2 in 2022, Liu Xin, the related director of the company, Migu culture and Technology Co., Ltd. and its related parties, is expected to avoid voting.
Voting results: 8 in favor, 0 against and 0 abstention.
The independent directors of the company approved the proposal in advance and expressed their independent opinions, and the sponsor issued verification opinions. For the opinions of independent directors, the verification opinions of the sponsor and the prediction of daily connected transactions, see the company's website on cninfo on the same day（ http://www.cn.info.com.cn./ ）Disclosure announcement.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
8. The proposal on capital increase and share expansion of wholly-owned subsidiaries and related party transactions was deliberated and adopted
The board of Directors believes that the capital increase and share expansion of the wholly-owned subsidiary Xiaomang e-commerce Co., Ltd. (hereinafter referred to as "Xiaomang e-commerce") is conducive to enhancing the financial strength of Xiaomang e-commerce, supplementing the working capital required for operation, facilitating the business cooperation between Xiaomang e-commerce and various sectors of mango ecology, meeting the company's strategic development objectives. The transaction price is determined on the basis of the evaluation results of a third-party professional organization, and the pricing is reasonable, fair and fair, The board of directors agreed to this capital increase and share expansion and related party transactions.
The independent directors approved the proposal in advance and expressed their independent opinions, and the recommendation institution issued verification opinions. The opinions of independent directors, the verification opinions of the sponsor and the capital increase and share expansion are detailed in the company's website on the same day（ http://www.cn.info.com.cn./ ）Disclosure announcement.
This proposal involves related party transactions, and related directors Zhang Huali, Luo Weixiong, Zhang Yong, Cai Huaijun and Tang Liang avoided voting.
Voting results: 4 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
9. The proposal on applying for credit line from banks was deliberated and adopted
After deliberation, the board of directors agreed that the company applied for credit line from relevant banks. For details of credit application, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn./ ）Disclosure announcement.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders for deliberation.
10. The proposal on using idle self owned funds for cash management was deliberated and adopted
After deliberation, the board of directors agreed that the company could purchase short-term low-risk financial products with high security and good liquidity by using idle self owned funds with a limit of no more than RMB 3 billion without affecting the normal operation. Within the above limit, the funds could be used on a rolling basis, and the specific operation was authorized to the management of the company. The independent directors gave the independent opinions agreed, and the recommendation institution issued the verification opinions. The opinions of independent directors, the verification opinions of the sponsor and the cash management plan are detailed in the company's website on the same day（ http://www.cn.info.com.cn./ ）Disclosure announcement.
Voting results: 9 in favor, 0 against and 0 abstention.
11. The proposal on using some temporarily idle raised funds for cash management was deliberated and adopted
After deliberation, the board of directors agreed to use idle raised funds of no more than RMB 400 million for cash management on the premise of ensuring the normal working capital demand of mango TV copyright library expansion project and not affecting the use plan of raised funds. The independent directors gave the independent opinions agreed, and the independent financial adviser issued the verification opinions. The opinions of independent directors, the verification opinions of independent financial advisers and the specific situation of using idle raised funds for cash management are detailed in cninfo.com on the same day（ http://www.cn.info.com.cn./ ）Disclosure announcement.
Voting results: 9 in favor, 0 against and 0 abstention.
12. The proposal on closing the project of cloud storage and multi screen broadcasting platform and using the surplus raised funds for permanent replenishment of working capital was reviewed and approved
After deliberation, the board of directors agreed to close the mango TV cloud storage and multi screen broadcasting platform project, and permanently supplement the working capital with the surplus raised capital. After the capital transfer is completed, the management is authorized to go through the cancellation procedures of the relevant special account for raised capital, and the relevant supervision agreement for raised capital is terminated accordingly. The independent directors of the company issued the independent opinions agreed, and the independent financial consultant issued the verification opinions. The opinions of independent directors, the verification opinions of independent financial advisers and the settlement of raised investment projects are detailed in the company's website on the same day（ http://www.cn.info.com.cn./ ）Disclosure announcement.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
13. The proposal on the full text and summary of the company's 2021 annual report was deliberated and adopted
The board of Directors believes that the information contained in the 2021 annual report and its summary truly, accurately and completely reflects the actual situation of the company, and there are no false records, misleading statements or major omissions. The full text (Chinese and English version) and summary of the report are detailed in the company's website on the same day（ http://www.cn.info.com.cn./ ）Disclosure announcement.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
14. The proposal on the company's report for the first quarter of 2022 was deliberated and adopted
After deliberation, the board of Directors believes that the information contained in the first quarter report of 2022 is true, accurate and complete, and there are no false records, misleading statements or major omissions. The full text of the report is detailed in the company's website on the same day（ http://www.cn.info.com.cn./ ）Disclosure announcement.
Voting results: 9 in favor, 0 against and 0 abstention.
15. The proposal on the 2021 annual social responsibility report of the company was deliberated and adopted
After deliberation, the board of directors agreed to the 2021 social responsibility report. The full text of the report is detailed in the company's website on the same day（ http://www.cn.info.com.cn./ ）Disclosure announcement.
Voting results: 9 in favor, 0 against and 0 abstention.
16. The proposal on the company's 2021 ESG report was deliberated and adopted
After deliberation, the board of directors agreed to the 2021 ESG report. The full text of the report is detailed in the company's website on the same day（ http://www.cn.info.com.cn./ ）Disclosure announcement.
Voting results: 9 in favor, 0 against and 0 abstention.
17. Deliberated and adopted the proposal on nominating candidates for non independent directors
Upon nomination by Hunan Caixin Jingguo equity investment partnership (limited partnership), a shareholder holding more than 5% of the company's shares, the nomination committee of the board of directors of the company conducted qualification examination, and the board of directors agreed to nominate Mr. Peng Jian as a candidate for non independent director of the Fourth Board of directors of the company and submit it to the general meeting of shareholders of the company for deliberation. The independent directors expressed their independent opinions. The opinions of independent directors and the nomination of candidates for non independent directors are detailed in the company's website at cninfo.com（ http://www.cn.info.com.cn./ ）Disclosure announcement.
Voting results: 9 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
18. The proposal on the 2021 annual salary assessment and 2022 annual salary plan of the company's senior managers was reviewed and approved
After deliberation, the board of Directors believes that the senior managers of the company in 2021 have earnestly implemented the resolutions of the general meeting of shareholders and the board of directors, completed the performance objectives of 2021, and agreed to pay remuneration according to the results of performance appraisal; The salary policy of 2022 can effectively stimulate the enthusiasm and initiative of senior managers, which is conducive to the stable development of the company. The review procedures comply with the provisions of the articles of association and agree to the salary scheme. The independent directors expressed their independent opinions, which are detailed in the company's website on the same day（ http://www.cn.info.com.cn./ ）Disclosure announcement.
Voting results: 9 in favor, 0 against and 0 abstention.
19. The proposal on the appointment of securities affairs representatives was deliberated and adopted
After deliberation, the board of directors agreed to appoint Mr. Zhou Yong as the representative of the company's securities affairs. The term of office starts from the date of deliberation and approval by the board of directors to the expiration of the term of office of the Fourth Board of directors. For details, please refer to the same document of the company
