China International Capital Corporation Limited(601995)
About capital increase and share expansion of Mango Excellent Media Co.Ltd(300413) wholly owned subsidiary
Verification opinions on related party transactions
China International Capital Corporation Limited(601995) (hereinafter referred to as " China International Capital Corporation Limited(601995) " and "sponsor") as the sponsor of Mango Excellent Media Co.Ltd(300413) (hereinafter referred to as " Mango Excellent Media Co.Ltd(300413) " and "company") issuing A-Shares to specific objects in 2020, in accordance with the administrative measures for securities issuance and listing sponsor business, the Listing Rules of Shenzhen Stock Exchange gem shares In accordance with the provisions of laws, regulations and normative documents such as Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 - standardized operation of companies listed on GEM, the capital and share increase and related party transactions of Mango Excellent Media Co.Ltd(300413) wholly-owned subsidiaries have been verified. The specific circumstances are as follows: 1. Overview of related party transactions
Hunan happy sunshine interactive entertainment media Co., Ltd. (hereinafter referred to as "happy sunshine"), a wholly-owned subsidiary of Mango Excellent Media Co.Ltd(300413) Co., Ltd. (hereinafter referred to as "happy sunshine"), holds 100% of Xiaomang e-commerce Co., Ltd. (hereinafter referred to as "Xiaomang e-commerce"), which plans to increase capital and shares. Happy sunshine gives up its priority to subscribe for the capital increase and plans to increase the capital of Xiaomang e-commerce with the controlling shareholder mango Media Co., Ltd. (hereinafter referred to as "Mango media") of RMB 286 million (the shareholding ratio after the capital increase is 33.33%). After the capital increase and share expansion, the company's indirect shareholding in Xiaomang e-commerce decreased from 100% to 66.67%. This transaction will not change the scope of the company's consolidated statements.
On April 21, 2022, the 8th meeting of the 4th board of directors and the 7th Meeting of the 4th board of supervisors deliberated and adopted the proposal on capital and share increase and related party transactions of wholly-owned subsidiaries. The independent directors of the company approved the proposal in advance and expressed their independent opinions. Related directors Zhang Huali, Luo Weixiong, Zhang Yong, Cai Huaijun and Tang Liang avoided voting on the proposal.
This transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. Since the investor of this capital increase and share expansion is the controlling shareholder of the company, this transaction constitutes a related party transaction. This transaction still needs to be approved by the general meeting of shareholders of the company, and the related shareholder mango media will avoid voting. 2、 Basic information of related parties
Type: limited liability company
Unified social credit Code: 91430 Infotmic Co.Ltd(000670) 7880875
Legal representative: Zhang Huali
Registered capital: 205 million yuan
Address: Jinying film and television culture city, Kaifu District, Changsha
Date of establishment: July 10, 2007
Business scope: Radio and television program planning, production and operation; Investment in culture, sports, entertainment, media, science and technology, Internet and other industries with its own funds (it is not allowed to engage in national financial supervision and financial credit business such as deposit absorption, fund-raising and collection, entrusted loan, Bill issuance and loan issuance); Advertising planning, production and operation; Multimedia technology development and operation. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Relationship with the company: Mango media is the controlling shareholder of the company, holding 56.09% of the shares of the company.
Upon inquiry, China executive information disclosure network（ http://zxgk.court.gov.cn./ ）, as of the date of issuance of this verification opinion, mango media is not the person subject to dishonesty. 3、 Basic information of related party transactions
1. Overview of the target company
Name: Xiaomang e-commerce Co., Ltd
Type: limited liability company
Unified social credit Code: 91430100ma4rn7417n
Legal representative: Cai Huaijun
Registered capital: 50 million yuan
Address: Room 7, room 49, No. 1 yadapu Road, Yuehu street, Kaifu District, Changsha
Date of establishment: September 11, 2020
Business scope: general items: Internet sales (except sales of goods requiring license); China trade agency; Organize cultural and artistic exchange activities; Retail of computer software, hardware and auxiliary equipment; Sales of household appliances; Sales of electronic products; Retail of sporting goods and equipment; Sales of knitwear, textiles and raw materials; Clothing retail; Luggage sales; Retail of shoes and hats; Sales of rubber products; Musical instrument retail; Sales of office equipment and consumables; Sales of special equipment for environmental protection; Retail of kitchenware, sanitary ware and daily sundries; Retail of household appliances; Retail of hardware products; Furniture sales; Sales of office supplies; Household goods sales; Sales of building decoration materials; Retail of protective articles for medical staff; Sales of class I medical devices; Sales of class II medical devices; Sales of daily necessities; Sales of personal hygiene products; Sales of electrical equipment; Daily mask (non-medical) sales; Food sales (only pre packaged food); Sales of toys, animation and entertainment products; Sales of maternal and infant supplies; Cosmetics retail; Sales of health food (prepackaged); Sales of agricultural and sideline products; Sales of Arts and crafts and etiquette supplies (except ivory and its products); Camera and equipment sales; Jewelry retail; Entertainment and entertainment products sales; Photographic expansion service; Camera and video production services; Conference and exhibition services; Sales of new energy vehicles; Battery sales; Sales of automobile decoration products; Sales of communication equipment; Import and export of goods; Technology import and export; Import and export agency; China cargo transportation agency; Ticket agency service; Marketing planning; Advertising production; Advertising; Advertising design and agency; Graphic Artist Designer; Cultural entertainment service broker; Literary and artistic creation; Film production services; General cargo warehousing services (excluding hazardous chemicals and other items requiring approval); Retail of pet food and supplies; Sales of veterinary special instruments; Pet services (excluding animal diagnosis and treatment); Retail of motorcycles and spare parts; Retail of auto parts; New car sales; Retail of Arts and crafts and collectibles (except ivory and its products); Art agency; Sales of security equipment; Sales of fire-fighting equipment (except for items subject to approval according to law, business activities shall be carried out independently according to law with business license). Licensed items: online data processing and transaction processing business (operating e-commerce); Class III medical device business; Food sales; Retail of publications; Internet sales of publications; Liquor business; Network culture management; The second category of value-added telecommunications services; Internet information services; Drug Internet information service; Veterinary drug management; Performance brokerage; Commercial performances (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments).
Upon inquiry, China executive information disclosure network（ http://zxgk.court.gov.cn./ ）, as of the date of issuance of this verification opinion, Xiaomang e-commerce is not the person subject to dishonesty.
2. Ownership structure of the subject company
Before and after capital increase
Name of shareholder
Subscribed capital contribution shareholding ratio subscribed capital contribution shareholding ratio
Happy sunshine 50 million yuan 100.00% 50 million yuan 66.67%
Mango media -- 25 million yuan 33.33%
Total 50 million yuan 100.00% 75 million yuan 100.00%
3. Financial target data of the company in recent two years
Unit: RMB
December 31, 2020 December 31, 2021
Total assets 53564 Sichuan Xun You Network Technology Co.Ltd(300467) 677746160
Total liabilities 152240378131986330660
Net assets 3834026265 -24308584500
Project 20202021
Total operating income 76098005724729809303
Total profit -1165973735 -28142610765
Net profit -1165973735 -28142610765
Note: in the above financial statements, the financial data of the subject company in 2020 and 2021 were audited by Tianjian Certified Public Accountants (special general partnership) and issued standard unqualified opinion audit report No. [2021] 905 and standard unqualified opinion audit report No. [2022] 85 respectively.
4. Appraisal results of all shareholders' equity of the subject company
According to the asset appraisal report on the value of all equity of shareholders of Xiaomang e-commerce Co., Ltd. involved in the capital increase and share expansion of Xiaomang e-commerce Co., Ltd. (Zhuoxin Dahua Ping Bao Zi (2022) No. 8901) (hereinafter referred to as the asset appraisal report) issued by Beijing Zhuoxin Dahua Asset Appraisal Co., Ltd., which is qualified to perform securities and futures related business, with December 31, 2021 as the base date, Using the market method, the total equity value of Xiaomang e-commerce shareholders is 572 million yuan.
The evaluation institution adopts the market method for evaluation, obtains the operation and financial data of comparable listed companies, compares with the target company, and obtains the evaluation value after correction. The evaluation agency selected three comparable companies, took the operating income as the core comparison index, calculated the average value ratio of the same type of Companies in the market, and fully considered the multi-dimensional comparable data, liquidity discount and other valuation factors. The total equity value of Xiaomang e-commerce was 572 million yuan, which was basically in line with the average level of unlisted e-commerce industry in the initial stage.
5. Other information about the subject matter of the transaction
The company has a complete right to dispose of 100% of the equity of the target company. The ownership is clear, legal and effective. There are no restrictions on security interests such as mortgage and pledge, no judicial measures such as seizure and freezing, and no transfer prohibited by other laws and regulations. 4、 Main contents of related party transactions
1. Pricing basis and transaction price
The capital increase of mango media to Xiaomang e-commerce is based on the principles of fairness, impartiality and openness and the asset appraisal results of the asset appraisal report issued by Beijing Zhuoxin Dahua Asset Appraisal Co., Ltd. through friendly negotiation, mango media has increased the capital of Xiaomang e-commerce by 286 million yuan, of which 25 million yuan is included in the registered capital and the rest in the capital reserve. The shareholding ratio after the capital increase is 33.33%. The transaction is conducted in accordance with the provisions of laws and regulations of the company, or the interests of minority shareholders are damaged.
2. Source of funds
Mango media intends to contribute its own funds.
3. Other transactions
(1) Since this capital increase is an internal capital increase between enterprises invested by the same state and their holding enterprises at all levels or actually controlled enterprises, according to the relevant provisions of state-owned assets supervision, this capital increase is planned to be in the form of non-public agreement.
(2) After the capital increase, the target company still exists and will operate normally, without involving employee placement and other matters.
(3) After the completion of this capital increase, the target company will change from a wholly-owned subsidiary of the company to a holding subsidiary, and other shareholders of the target company are related parties of the company. Subsequently, the relevant transactions between the company and the target company will perform the corresponding review procedures and information disclosure obligations in strict accordance with the provisions of regulatory rules and company systems. 5、 Transaction purpose and impact on Listed Companies
1. Transaction purpose
Xiaomang e-commerce is currently in the period of strategic cultivation. Relying on the company's advantages in content production and brand publicity, its business development has a certain scale, and there is a need to supplement working capital, so as to continuously improve the construction of operation team, supply chain system, after-sales service system, technical platform and logistics system. The capital increase and share expansion funds will be used to supplement the working capital of Xiaomang e-commerce, improve the construction of its logistics, technology and other basic platforms, and support the implementation of strategic projects such as e-commerce content production. Meanwhile, mango media's capital increase will promote the synergy between Xiaomang e-commerce and the business segments of the whole mango ecosystem, and promote the better and faster development of Xiaomang e-commerce.
2. Impact on Listed Companies
This transaction was conducted in accordance with the market rules and in accordance with the provisions of relevant laws and regulations. There was no unfair situation, transfer of interests to related parties or damage to the interests of the company and minority shareholders. After the completion of capital increase and share expansion, the company still holds 66.67% shares of Xiaomang e-commerce. This transaction will not change the scope of the company's consolidated statements. This capital increase and share expansion will provide necessary financial support for the rapid development of Xiaomang e-commerce business. In the long run, the growth of Xiaomang e-commerce is conducive to the construction of a business closed loop of "content + Video + e-commerce" and brings new growth points to the company's business development. 6、 Main contents of the related party transaction agreement to be signed
(I) agreement subject
Party A: Mango Media Co., Ltd
Party B: Xiaomang e-commerce Co., Ltd
Party C: Hunan happy sunshine interactive entertainment media Co., Ltd
(II) main contents of the agreement
1. Capital increase
