Mango Excellent Media Co.Ltd(300413)
Report on the work of independent directors in 2021
Zhong Hongming, as an independent director of the third and fourth board of directors of Mango Excellent Media Co.Ltd(300413) (hereinafter referred to as “the company”), exercised relevant functions and powers independently, performed duties diligently, supervised the standardized operation of the company, safeguarded the interests of the company and shareholders, especially small and medium-sized shareholders, and actively participated in all affairs of the company in strict accordance with the provisions and requirements of relevant laws, regulations, rules and normative documents during the reporting period, Give full play to the role of independent directors. I hereby report my performance of duties in 2021 as follows:
1、 Attendance at the board of directors and shareholders’ meeting
I am an independent director of the third board of directors and the Fourth Board of directors of the company, chairman of the nomination committee, member of the strategy committee, member of the audit committee and member of the remuneration and assessment committee. In 2021, the board of directors of the company held 9 meetings, all of which I attended in person. Based on the principle of diligence and independence, I carefully read various proposals and materials considered by the board of directors, supervised the procedures and decision-making process of the board of directors, expressed opinions on major matters of the company, and earnestly performed the duties of independent directors. As an independent director, I attended the general meeting of shareholders and listened carefully to the opinions of shareholders and their representatives. In my opinion, the convening and convening of the board of directors and general meeting of shareholders of the company comply with legal procedures, major business decisions and other major decisions are legal and effective, and in the interests of the company and all shareholders. Therefore, I voted in favour of all proposals considered in 2021, and there were no objections, objections or waivers.
2、 Independent opinions
During the reporting period, I gave independent opinions on the following matters according to law:
1. On January 26, 2021, the company held the 35th meeting of the third board of directors, and I expressed independent opinions on the proposal on adjusting the fund use plan of some raised funds for investment projects.
2. On April 22, 2021, the company held the 36th meeting of the third board of directors, I have made comments on the report on the use of the company’s previously raised funds, the proposal on the self-evaluation report of the company’s internal control in 2020, the proposal on the special report on the storage and use of the company’s raised funds in 2020, the proposal on the completion of the performance commitment of major asset restructuring, 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 The proposal on the transfer of 100% equity and related party transactions of Hunan happy Tongbao microfinance Co., Ltd., a wholly-owned subsidiary held by the company, the proposal on the change of accounting policies and the proposal on the salary assessment of the company’s senior managers in 2020 and the salary plan in 2021 issued independent opinions, and made special explanations on the occupation of the company’s funds by the controlling shareholders and other related parties and the company’s external guarantee. 3. On July 5, 2021, the company held the first meeting of the Fourth Board of directors. I expressed independent opinions on the proposal on the election of the chairman of the Fourth Board of directors, the proposal on the appointment of the general manager of the company, the proposal on the appointment of the deputy general manager of the company, the proposal on the appointment of the chief financial officer of the company and the proposal on the appointment of the Secretary of the board of directors of the company.
4. On August 16, 2021, the company held the second meeting of the Fourth Board of directors. I gave independent opinions on the proposal on the special report on the deposit and use of the company’s raised funds in the half year of 2021, and made special explanations on the occupation of the company’s funds by controlling shareholders and other related parties and the company’s external guarantee.
5. On August 30, 2021, the company held the third meeting of the Fourth Board of directors, and I gave independent opinions on the proposal on increasing the estimated amount of daily connected transactions with related parties in 2021.
6. On September 10, 2021, the company held the fourth meeting of the Fourth Board of directors, and I expressed my independent opinions on the proposal on using the raised funds to increase the capital of subsidiaries implementing raised investment projects.
7. On September 23, 2021, the company held the fifth meeting of the Fourth Board of directors, I have made comments on the proposal on replacing self raised funds and paid issuance expenses of raised investment projects invested in advance with raised investment funds, the proposal on cash management of wholly-owned subsidiaries using idle raised funds, the proposal on wholly-owned subsidiaries using bank acceptance bills to pay funds of raised investment projects and replacing them with raised funds in equal amount, 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 issued independent opinions.
8. On October 27, 2021, the company held the sixth meeting of the Fourth Board of directors. I expressed independent opinions on the proposal on renewing the appointment of Tianjian Certified Public Accountants (special general partnership) as the company’s audit institution in 2021 and the proposal on adjusting the estimated amount of daily connected transactions with Migu culture and Technology Co., Ltd. in 2021.
9. On November 28, 2021, the company held the 7th Meeting of the 4th board of directors. I expressed independent opinions on 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 mode and fund use plan of some raised capital investment projects.
3、 On site investigation of the company
During the reporting period, I diligently performed my duties, maintained close communication and contact with other directors, supervisors, senior executives and front-line operation and management personnel of the company through on-site visits to the company, understood the operation, internal control, information disclosure and financial status of the company, and timely learned the progress of major events of the company. At the same time, we use our professional knowledge to put forward reasonable suggestions for the company’s operation, promote the development of the company and safeguard the interests of the majority of investors.
4、 Work done in protecting the rights and interests of investors
During the reporting period, I performed my duties independently according to law, carefully reviewed related party transactions and expressed independent opinions. Actively supervised the construction of internal control system, independence, decision-making on major matters and financial management related to corporate governance. Before considering relevant proposals, carefully read relevant materials in advance and actively supervise the implementation afterwards. 5、 Performance of special committees
As the chairman of the nomination committee of the board of directors, I timely convened relevant meetings to review the appointment of senior managers of the company, the selection of senior managers of subsidiaries and the appointment of directors in strict accordance with the regulatory requirements and the working rules of the nomination committee, and put forward constructive opinions. At the same time, the procedures for the appointment and election of relevant personnel were supervised. At the same time, as a member of the strategy committee, the audit committee and the remuneration and assessment committee, he personally attended the meetings of relevant special committees according to the working rules of each special committee, put forward constructive opinions on the company’s medium and long-term development strategy, the company’s financial audit, the construction of internal control system, the remuneration of the company’s directors and senior managers, and faithfully performed the duties of the members of the special committee.
6、 Other working conditions
1. No proposal to convene the board of directors;
2. There is no proposal to dismiss the accounting firm;
3. There is no proposal to hire external audit institutions and consulting institutions.
Reporter: Zhong Hongming April 25, 2022
