China International Capital Corporation Limited(601995)
About Mango Excellent Media Co.Ltd(300413)
Special verification opinions on the deposit and use of raised funds in 2021
China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) “) as the independent financial consultant of Mango Excellent Media Co.Ltd(300413) (hereinafter referred to as ” Mango Excellent Media Co.Ltd(300413) ” and “the company”) who issues shares to purchase assets and raise supporting funds (hereinafter referred to as “raising supporting funds”) and the recommendation institution of issuing A-share shares to specific objects in 2020, in accordance with the administrative measures for recommendation business of securities issuance and listing and the administrative measures for major asset reorganization of listed companies According to the requirements of laws, regulations and normative documents such as guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of listed companies on GEM, the deposit and use of raised funds in Mango Excellent Media Co.Ltd(300413) 2021 are carefully analyzed Prudent verification, and issued the following verification opinions: I. Basic information of raised funds
(I) actual amount of raised funds and receipt of funds
1. Availability of supporting funds raised
Approved by the reply on approving happy shopping Co., Ltd. to issue shares to mango Media Co., Ltd. to purchase assets and raise supporting funds (zjxk [2018] No. 999) of China Securities Regulatory Commission, the company issued 57257371 shares through non-public offering at an issue price of 34.93 yuan / share. The total amount of supporting funds raised was 19999996903 yuan, deducting underwriting fees, lawyer fees After capital verification and other expenses (excluding tax) of RMB 1729929941, the net amount of raised funds is RMB 198270066962. All the above raised funds were received on May 21, 2019, verified by Tianjian Certified Public Accountants (special general partnership) and issued a capital verification report (tjy [2019] No. 2-16).
2. Availability of funds raised by issuing shares to specific objects
Approved by the reply on approving Mango Excellent Media Co.Ltd(300413) the registration of issuing shares to specific objects (zjxk [2021] No. 2105) of China Securities Regulatory Commission, the company issued 90343304 A-share shares to specific objects at an issue price of 49.81 yuan / share, the total amount of raised funds was 44999997224 yuan, after deducting the issuance expenses (excluding value-added tax) of 1420787104 yuan
The net amount of funds raised is RMB 448579210120. All the above raised funds were received on August 9, 2021, verified by Tianjian Certified Public Accountants (special general partnership) and issued a capital verification report (tjy [2021] No. 2-29).
(II) use of raised funds and ending balance
1. Use of raised matching funds and ending balance
The amount of raised funds used during the reporting period was 417644 million yuan. As of December 31, 2021, the accumulated amount of raised funds used was 9882745 million yuan, and the balance of the special account for raised funds was 10602211 million yuan (including 9944262 million yuan of principal and 657949 million yuan of interest).
2. Use of funds raised by issuing shares to specific objects and ending balance
The amount of raised funds used during the reporting period was 1087276500 yuan. As of December 31, 2021, the accumulated amount of raised funds used was 1087276500 yuan, the current balance of the special account for raised funds was 116449900 yuan (including 1138515600 yuan of principal and 25983400 yuan of interest), and the temporarily idle raised funds purchased 2260 million yuan of cash management products. 2、 Deposit and management of raised funds
(I) management of raised funds
In order to regulate the management and use of the company’s raised funds and protect the rights and interests of investors, the company, in accordance with the company law of the people’s Republic of China, the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies and other relevant provisions of the CSRC, and in combination with the actual situation of the company, The company formulated the management measures for raised funds (revised on January 8, 2019). According to the above management measures, the company implements special account management for the raised funds.
1. Management of raised supporting funds
Upon deliberation and approval of the 22nd Meeting of the 3rd board of directors, the company, its independent financial consultant China International Capital Corporation Limited(601995) , Caixin Securities Co., Ltd. (formerly known as Caixin Securities Co., Ltd., hereinafter referred to as “Caixin securities”) signed the four party supervision agreement on the storage of special account for raised funds with China Merchants Bank Co.Ltd(600036) Changsha branch and China Construction Bank Corporation(601939) Hunan branch business department on June 20, 2019 to fulfill the supervision of the storage, use and Management and other responsibilities. There is no significant difference between the regulatory agreement and the model regulatory agreement of Shenzhen Stock Exchange, and the performance of the regulatory agreement complies with relevant regulations. The specific information of the special account for raised funds is as follows:
Bank name bank account number
China Merchants Bank Co.Ltd(600036) Changsha radio and television sub branch account No.: 731902111510205
China Construction Bank Corporation(601939) Changsha new century sub branch account No.: 430501863736 China Vanke Co.Ltd(000002) 10
The proposal on using the raised funds to increase the capital of the project implementation subsidiary was deliberated and adopted at the 23rd Meeting of the third board of directors of the company, and it was agreed that the company would allocate 198391181391 yuan of the balance of the raised funds (including interest) as of June 30, 2019 to Hunan happy sunshine interactive entertainment media Co., Ltd. (hereinafter referred to as “happy sunshine”) in a one-time manner, It is used to implement the construction of “Mango TV copyright library expansion project” and “Mango TV cloud storage and multi screen broadcasting platform project”. On July 11, 2019, the company and happy sunshine, the implementation subsidiary of the raised investment project, signed a four party supervision agreement on raised funds with the deposit bank of raised funds, independent financial consultant China International Capital Corporation Limited(601995) , and Caixin securities.
There is no significant difference between the regulatory agreement and the model regulatory agreement of Shenzhen Stock Exchange, and the performance of the regulatory agreement complies with relevant regulations. The specific information of the special account for raising funds of happy sunshine is as follows:
Bank name bank account number
Bank Of Changsha Co.Ltd(601577) Dianguang sub branch account No.: 81 Csg Holding Co.Ltd(000012) 7690 Ping An Bank Co.Ltd(000001)
Huarong Xiangjiang bank Xiangjiang New Area Branch Account No.: 790103090 Himile Mechanical Science And Technology (Shandong) Co.Ltd(002595) 5
2. Management of funds raised by issuing shares to specific objects
Upon deliberation and approval at the second meeting of the Fourth Board of directors, the company signed the tripartite supervision agreement on raised funds with the deposit bank of raised funds and the sponsor China International Capital Corporation Limited(601995) on August 16, 2021. There is no significant difference between the regulatory agreement and the model regulatory agreement of Shenzhen Stock Exchange, and the performance of the regulatory agreement complies with relevant regulations. The fund raising account of the company is shown in the following table:
Bank name bank account number
China Merchants Bank Co.Ltd(600036) Changsha Branch Account No.: 731902111510509
China Construction Bank Corporation(601939) Changsha Branch Account No.: 430501863736 Shenzhen Quanxinhao Co.Ltd(000007) 26
On September 10, 2021, after deliberation and approval of the fourth meeting of the Fourth Board of directors of the company, the proposal on using the raised funds to increase the capital of the implementation subsidiary of the raised investment project agreed to allocate the net raised funds of 448579210120 yuan after deducting the issuance expenses (excluding tax) to happy sunshine, the implementation subsidiary of the raised investment project, in the form of capital increase, and all of them were included in the capital reserve, It is used to implement “content resource library expansion project” and “Mango TV smart audio-visual media service platform project”. On September 10, 2021, the company and the implementation subsidiary of the raised investment project happy sunshine signed the tripartite supervision agreement on raised funds with the deposit bank of raised funds and the sponsor China International Capital Corporation Limited(601995) of raised funds. There is no significant difference between the regulatory agreement and the model regulatory agreement of Shenzhen Stock Exchange, and the performance of the regulatory agreement complies with relevant regulations. The fund raising account of happy sunshine is shown in the following table:
Bank name bank account number
China Merchants Bank Co.Ltd(600036) Changsha radio and television sub branch account No.: 731903720710111
Industrial Bank Co.Ltd(601166) Changsha Furong Tongfa sub branch account No.: 368140100104040107
Huarong Xiangjiang bank Xiangjiang New Area branch business department account No.: 79010302 Ping An Bank Co.Ltd(000001) 676
Bank Of Changsha Co.Ltd(601577) Dianguang sub branch account No.: 81 Shenzhen Special Economic Zone Real Estate&Properties (Group).Co.Ltd(000029) 0927 Ping An Bank Co.Ltd(000001)
(II) storage of raised funds
1. Storage of raised matching funds in special account
As of December 31, 2021, the current deposit balance of the raised matching funds deposited in each account is as follows:
Unit: Yuan
Bank account type of raised funds account item name closing date balance
China Merchants Bank Co.Ltd(600036) Changsha radio and television sub branch current deposit mango TV copyright library expansion project 161068894
Bank Of Changsha Co.Ltd(601577) Dianguang sub branch current deposit mango TV copyright library expansion project 67126681153
China Construction Bank Corporation(601939) Changsha new century sub branch current deposit mango TV cloud storage and multi screen broadcast flat 100610337 project
Huarong Xiangjiang bank Xiangjiang New Area branch current deposit mango TV cloud storage and multi screen broadcast flat 38633746014 project
Total 106022106398
2. Deposit of funds raised by issuing shares to specific objects in the special account
As of December 31, 2021, the current deposit balance of the funds raised by issuing shares to specific objects deposited in each account is as follows:
Unit: Yuan
Bank account type of raised funds account item name closing date balance note
China Merchants Bank Co.Ltd(600036) Changsha branch current deposit content resource bank expansion project 803739958
China Construction Bank Corporation(601939) Changsha branch current deposit mango TV smart audio-visual media service flat 80583864 units project
China Merchants Bank Co.Ltd(600036) Changsha radio and television sub branch current deposit content resource library expansion project – self made 102890237614 S-level variety copyright project
Bank account type of raised funds account item name closing date balance note
Industrial Bank Co.Ltd(601166) Changsha Furong Tongfa sub branch demand deposit content resource library expansion project – purchase 415454811 S-class film and television drama copyright project
Huarong Xiangjiang bank Xiangjiang New Area Branch content resource library expansion project – self made
Business department current deposit (including customization) class a film and television drama copyright item 6215797393
Bank Of Changsha Co.Ltd(601577) Dianguang sub branch current deposit mango TV smart audio-visual media service flat 6044091123 project
Total 116449904763
Note: as of December 31, 2021, the current balance of the special account for raised funds was 116449900 yuan, and the temporarily idle raised funds purchased 2260 million yuan of cash management products. 3、 Year 2021
