Caixin Securities Co., Ltd
Special verification report on the deposit and use of raised funds in Mango Excellent Media Co.Ltd(300413) 2021
Caixin Securities Co., Ltd. (hereinafter referred to as “Caixin securities” or “independent financial consultant”) is an independent financial consultant of Mango Excellent Media Co.Ltd(300413) (formerly known as happy shopping Co., Ltd., hereinafter referred to as ” Mango Excellent Media Co.Ltd(300413) ” or “company”) to issue shares to purchase assets and raise supporting funds (hereinafter referred to as “raising supporting funds”), In accordance with the requirements of relevant regulations and normative documents such as the measures for the administration of major asset restructuring of listed companies, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, The deposit and use of the supporting funds raised in Mango Excellent Media Co.Ltd(300413) 2021 were checked. The details are as follows:
1、 Basic information of raised funds
（1） Actual amount of raised funds and time of fund arrival
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） Use of raised 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、 Deposit and management of raised funds
（1） Management of raised funds
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 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 have formulated the company’s measures for the management of raised funds (revised on January 8, 2019) in combination with the actual situation of the company. According to the above management measures, the company implements special account management for the raised funds.
Upon deliberation and approval of the 22nd Meeting of the 3rd board of directors, the company and the independent financial consultant China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) “), 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 perform the responsibilities of storage, use and management 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 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） Deposit of raised funds
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 100610337 platform project
Huarong Xiangjiang bank Xiangjiang new area current deposit mango TV cloud storage and multi screen broadcasting 38633746014 line platform project
Total 106022106398
3、 Actual use of raised funds in 2021
(I) use of funds for investment projects with raised funds
See attached table 1 for the comparison table of the use of raised supporting funds.
(II) cash management of idle raised funds and investment in related products
On August 25, 2020, the 31st meeting of the third board of directors of the company deliberated and adopted the proposal on cash management of wholly-owned subsidiaries using idle raised funds. It is agreed that happy sunshine, a wholly-owned subsidiary, will use idle raised funds with a maximum amount of no more than RMB 120 million to invest in short-term principal guaranteed financial products or deposit products of banks with good liquidity and high security without affecting the normal progress of the investment plan of raised funds and the safety of raised funds. The above amount of funds can be used on a rolling basis. Valid within 12 months from the date of deliberation and approval by the board of directors. The investment period of a single financial product shall not exceed (including) 12 months. The independent directors and the board of supervisors of the company expressed their consent to the above proposal.
During the reporting period, happy sunshine, a wholly-owned subsidiary, managed the idle raised funds in cash and redeemed them at maturity, and obtained a revenue of 3.4521 million yuan. There was no cash management balance at the end of the period.
（3） On the adjustment of the fund use plan of the project invested by the raised funds
1. Mango TV copyright library expansion project
On November 28, 2021, the seventh meeting of the Fourth Board of directors of the company deliberated and approved the proposal on adjusting the implementation mode and fund use plan of some investment projects with raised funds, which adjusted the implementation mode and fund use plan of mango TV copyright library expansion project. The independent directors and board of supervisors of the company issued a notice on the above proposal
Agreed. On December 21, 2021, the second extraordinary general meeting of the company in 2021 was deliberated and adopted. According to the report on issuing shares to purchase assets and raising supporting funds and related party transactions (Revised Version) publicly disclosed by the company, the mango TV copyright library expansion project will purchase the network exclusive copyright of 250 episodes of annual key satellite TV dramas. The construction period of the project is two years. In the first year, 100 episodes, about 2 dramas, and 150 episodes, about 3 dramas, will be purchased in the second year. The specific investment content and schedule are shown in the table below:
Unit: 10000 yuan
Input time
Project name content department number of sets investment amount
T+12 T+24
Mango TV copyright library satellite TV annual key news
The network exclusive 5 250150 Shenzhen Zhenye(Group)Co.Ltd(000006) 0 China Baoan Group Co.Ltd(000009) 000000 copyright of the TV series of the expansion project
Total 150 Shenzhen Zhenye(Group)Co.Ltd(000006) 0 China Baoan Group Co.Ltd(000009) 000000
According to the established fund-raising use plan and project arrangement, the company included five satellite TV annual key TV dramas (221 episodes in total) of “next stop is happiness”, “ancient secret agreement of mountain and sea classics”, “snail and oriole”, “in the name of family” and “Dear yourself”, with a total contract amount of 853 million yuan. All purchase funds have been paid and have been broadcast on Mango TV platform.
In general, the company has completed the procurement and launch of five annual key TV dramas of mango TV copyright library expansion project. The investment and construction progress of the project meet the expectations. The actual investment is lower than the planned investment, which is mainly affected by the return to rationality of the overall content copyright price of the industry, and there is no significant adverse change in the implementation environment of the raised investment project.
In order to make more rational use of the raised funds, improve the use efficiency of the raised funds and enhance the company’s sustainable operation ability, the company adjusted the implementation mode and fund use plan of mango TV copyright library expansion project, and used the remaining raised funds to continue to purchase the exclusive rights of film and television drama network. At the same time, the company adjusts the fund use plan synchronously. The adjusted use plan is shown in the following table:
Unit: 10000 yuan
Project name planned investment amount investment time
T+12 T+24 T+36 T+48 T+60
Mango TV copyright library 14867400 0.00835500066 Shenzhen Sed Industry Co.Ltd(000032) 310 Dalian My Gym Education Technology Co.Ltd(002621) 400 expansion project
Total 14867400 0.00835500066 Shenzhen Sed Industry Co.Ltd(000032) 310 Dalian My Gym Education Technology Co.Ltd(002621) 400
Note: t refers to the beginning of the year when the raised funds are in place. Due to the deposit interest settlement and cash management income of the raised funds, the final project investment shall be subject to the actual investment amount.
2. Mango TV cloud storage and multi screen broadcasting platform project
On April 23, 2020, the company held the 29th meeting of the third board of directors, deliberated and approved the proposal on adjusting the fund use plan of some raised funds for investment projects, and adjusted the fund use plan of mango TV cloud storage and multi screen broadcasting platform project. The independent directors and the board of supervisors of the company expressed their consent to the above proposal.
The original use plan of the raised funds for the cloud storage and multi screen broadcasting platform project is shown in the table below:
Unit: 10000 yuan
No. project or cost name 20192020 total
1 hardware equipment 237657215574283934000
2 software platform 520 Jinyuan Ep Co.Ltd(000546) 0001066000
