Mango Excellent Media Co.Ltd(300413) independent director
On matters related to the 8th meeting of the 4th board of directors
Independent opinions and special instructions
In accordance with the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the articles of association and other relevant provisions, as independent directors of Mango Excellent Media Co.Ltd(300413) (hereinafter referred to as “the company”), we, based on the position of independent judgment, express independent opinions on the relevant matters considered at the eighth meeting of the Fourth Board of directors held on April 21, 2022, In addition, special explanations are made on the occupation of the company’s funds by the controlling shareholders and other related parties and the company’s external guarantee in 2021: 1. Independent opinions on the company’s self-evaluation report on internal control in 2021
After verification, we believe that the company’s self-evaluation report on internal control in 2021 completely, objectively and truly reflects the actual situation of the construction and operation of the company’s internal control system. The company has established a relatively perfect internal control system, which can meet the requirements of the company’s management and the needs of the company’s development, and provide a reasonable guarantee for the preparation of true and fair financial statements, It can guarantee the healthy operation of the company’s business activities and the implementation of relevant national laws and regulations and the company’s internal rules and regulations.
2. Independent opinions on the special report on the deposit and use of the company’s raised funds in 2021
After verification, we believe that the special report on the storage and use of raised funds in 2021 prepared by the company truthfully reflects the actual situation of the company’s storage and use of raised funds in 2021, complies with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange on the storage and use of raised funds of listed companies, and there is no illegal storage and use of raised funds, There is also no change or disguised change in the investment direction of the raised funds and damage to the interests of shareholders.
3. Independent opinions on the company’s profit distribution plan in 2021
The company’s 2021 profit distribution plan fully solicited our opinions. We believe that the profit distribution plan fully considers the reasonable return to the majority of investors and takes into account the actual operation of the company. The proposal, deliberation and voting procedures of the plan comply with the provisions of relevant laws, administrative laws and regulations, departmental rules, normative documents and the articles of association. We unanimously agree to the profit distribution plan for 2021 and agree to submit the plan to the general meeting of shareholders for deliberation.
4. Independent opinions on the estimated daily connected transactions in 2022
The company’s prediction of daily related party transactions in 2022 has been approved by us in advance. The price of daily related party transactions is fair and there is no damage to the interests of listed companies. Related party transactions will not affect the independence of the company, the company’s business will not rely on or be controlled by related parties due to such transactions, and there is no situation that damages the interests of minority shareholders. We agree to conduct daily connected transactions as expected and submit them to the general meeting of shareholders for deliberation.
5. Independent opinions on using idle self owned funds for cash management
We believe that without affecting the normal operation of the company, the company plans to use idle self owned funds of no more than 3 billion yuan to buy short-term low-risk financial products with high safety and good liquidity, which is conducive to improving the use efficiency of self owned funds and increasing capital returns, and there is no situation that damages the interests of the company and all shareholders. We agree that the company uses idle self owned funds for cash management.
6. Independent opinions on using idle raised funds for cash management
We believe that under 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, using idle raised funds with an amount of no more than RMB 400 million for cash management is conducive to improving the use efficiency of raised funds, increasing capital income, in line with the interests of the company, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. The deliberation and decision-making procedures of this matter comply with the relevant requirements of the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies (revised in 2022) and the guidelines for the self-discipline supervision of listed companies No. 2 – standardized operation of companies listed on GEM. We agree that the company will use idle raised funds with a total amount of no more than 400 million yuan for cash management.
7. Independent opinions on the 2021 annual salary assessment and 2022 annual salary plan of the company’s senior managers
In 2021, the company’s senior managers earnestly implemented the resolutions of the company’s general meeting of shareholders and the board of directors, successfully completed the performance objectives in 2021, and agreed to follow the performance appraisal results. The 2022 salary policy for senior managers of the company can effectively stimulate the work 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 do not harm the interests of the company and all shareholders. We all agree on the salary plan.
8. Independent opinions on the closure of cloud storage and multi screen broadcasting platform projects and the permanent replenishment of working capital with the surplus raised funds
After review, we believe that the cloud storage and multi screen broadcasting platform project has reached the expected usable state, and permanently replenishing the surplus raised funds with working capital is a prudent decision based on the implementation of the raised investment project, which can effectively improve the efficiency of fund use, without harming the interests of the company’s shareholders, and the decision-making procedures comply with the relevant provisions on the use of raised funds. We unanimously agree to close the project and use the surplus raised funds to permanently supplement the working capital, and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
9. Independent opinions on capital increase and share expansion of wholly-owned subsidiaries and related party transactions
After review, we believe that Xiaomang e-commerce Co., Ltd. (hereinafter referred to as “Xiaomang e-commerce”), a wholly-owned subsidiary of the company’s controlling shareholder, provides financial support for the rapid development of Xiaomang e-commerce, which is conducive to the business coordination between Xiaomang e-commerce and various sectors of mango ecology, which is in line with the company’s strategic development objectives. The transaction price is determined on the basis of the evaluation results of third-party institutions, and the pricing is reasonable, fair and fair, There is no case of transferring interests to related parties or damaging the interests of minority shareholders, which will not affect the independence of the company. We unanimously agree that mango media will increase the capital of Xiaomang e-commerce and agree to submit the matter to the general meeting of shareholders of the company for deliberation.
10. Independent opinions on nominating candidates for non independent directors
We have carefully reviewed the personal resume and other relevant materials of Mr. Peng Jian, a candidate for non independent directors of the third board of directors of the company, and believe that his qualifications meet the requirements for the appointment of non independent directors of listed companies stipulated in the company law, the guidelines for self discipline supervision of listed companies No. 2 – standardized operation of companies listed on GEM and the articles of association of the company; Relevant nomination procedures comply with laws and regulations. We unanimously agree to nominate Mr. Peng Jian as a candidate for non independent director of the third board of directors of the company and submit it to the general meeting of shareholders of the company for deliberation.
11. Special instructions on the company’s funds occupied by controlling shareholders and other related parties and the company’s external guarantee
It is verified that during the reporting period, the company did not occupy the company’s funds in violation of regulations by the controlling shareholder or its related parties or other related persons, and there was no external guarantee. The joint venture of Shanghai happy news Advertising Communication Co., Ltd. (hereinafter referred to as “happy news”), a wholly-owned subsidiary of happy buy Co., Ltd. (other shareholders are the third party of non controlling shareholders and their related parties), Shanghai mumiya mutual Entertainment Network Technology Co., Ltd. (hereinafter referred to as “mumiya”) has a production and operation loan of 2.6297 million yuan with happy news, and happy news has been urged to ask mumiya to return it. Mom Meiya has signed the repayment plan with happy news and agreed to repay RMB 50000 per month from January 2022 until all the loans are paid off.
Independent directors: Zhong Hongming, Xiao Xing, Liu Yuhui April 21, 2022
