Caixin Securities Co., Ltd
On the closing of Mango Excellent Media Co.Ltd(300413) mango TV cloud storage and multi screen broadcasting platform project and permanently replenishing the working capital with the surplus raised funds
Verification opinions
Caixin Securities Co., Ltd. (hereinafter referred to as “Caixin securities”) is an independent financial consultant of Mango Excellent Media Co.Ltd(300413) (formerly happy shopping Co., Ltd., hereinafter referred to as ” Mango Excellent Media Co.Ltd(300413) ” or “the company”) to issue shares to purchase assets and raise supporting funds (hereinafter referred to as “raising supporting funds”), In accordance with 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 guidelines for the self-discipline supervision of listed companies No. 2 of Shenzhen Stock Exchange – standardized operation of companies listed on the gem, the Listing Rules of Shenzhen Stock Exchange on the gem and other relevant provisions, The closing of Mango Excellent Media Co.Ltd(300413) some fund-raising projects and the permanent supplement of the surplus fund-raising to the working capital are verified as follows:
1、 Basic information of raised funds
With the approval of 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) by China Securities Regulatory Commission, the company issued 57257371 shares through non-public offering, and the total amount of supporting funds raised was 19999996903 yuan, deducting underwriting fees, lawyer fees, capital verification and other expenses (excluding tax), The net amount of raised funds was 198270066962 yuan. All the above raised funds were received on May 21, 2019, verified by Tianjian Certified Public Accountants (special general partnership) and issued the capital verification report (tjy [2019] No. 2-16). The fund raised this time is 1.5 billion yuan for mango TV copyright library expansion project, and 500 million yuan for mango TV cloud storage and multi screen broadcasting platform project.
2、 Use plan of raised funds
According to the report on issuing shares to purchase assets and raising supporting funds and related party transactions, the original use plan of the raised funds of mango TV cloud storage and multi screen broadcasting platform project is shown in the table below:
Unit: 10000 yuan
No. project or cost name 20192020 total
No. project or cost name 20192020 total
1 hardware equipment 237657215574283934000
Software platform 106520000
Total 289657221034285000000
According to the actual situation of the investment projects with raised supporting funds, on April 23, 2020, the company held the 29th meeting of the third board of directors, deliberated and adopted the proposal on adjusting the fund use plan of some fund-raising investment projects, and adjusted the fund use schedule of mango TV cloud storage and multi screen broadcasting platform project. The adjusted plan is shown in the following table:
Unit: 10000 yuan
No. project or cost name 20202021 total
1 hardware equipment 237109215574283928520
2 software platform 50425054 Inner Mongolia Baotou Steel Union Co.Ltd(600010) 50250
Total 287534221034284978770 note
Note: the difference between the original use plan of raised funds and the adjusted plan is the actual use of raised funds of RMB 2.213 million in 2019.
According to the actual situation of the investment projects with raised supporting funds, on January 26, 2021, the company held the 35th meeting of the third board of directors, deliberated and adopted the proposal on adjusting the fund use plan of some fund-raising investment projects, and adjusted the fund use schedule of mango TV cloud storage and multi screen broadcasting platform project. The adjusted plan is shown in the following table:
Unit: 10000 yuan
No. project or cost name 2020 note 2021 total
1 hardware equipment 650.0938635113928520
2 software platform 1023862 263.881050250
Total 108887138898994978770
Note: the data of 2020 is the amount of raised funds actually used in 2020.
3、 Account of raised funds
The deposit of funds raised by mango TV cloud storage and multi screen broadcasting platform project is shown in the table below:
Unit: 10000 yuan
Account balance account name of special account for raised funds initial deposit of account (as of the date of the board of directors’ Bank amount note, including interest income)
China Construction Bank Corporation(601939) Changsha Xinshi Mango Excellent Media Co.Ltd(300413) Co., Ltd. 430501863736 China Vanke Co.Ltd(000002) 1049558.00 100.69 Jiji sub branch company
Huarong Xiangjiang bank Xiangjiang Hunan happy sunshine interactive entertainment 790103090 Himile Mechanical Science And Technology (Shandong) Co.Ltd(002595) 549558.003878922 New Area Branch Music Media Co., Ltd
Note: the proposal on using the raised funds to increase the capital of the project implementation subsidiary was deliberated and approved at the 23rd Meeting of the third board of directors. On July 17, 2019, the mango TV cloud storage and multi screen broadcasting platform project raised 495.58 million yuan, which was allocated from Mango Excellent Media Co.Ltd(300413) to Hunan happy sunshine interactive entertainment media Co., Ltd. (hereinafter referred to as “happy sunshine”) in a one-time manner, The raised funds are transferred from Mango Excellent Media Co.Ltd(300413) account to happy sunshine account.
4、 Project completion
The main construction progress of mango TV cloud storage and multi screen broadcasting platform project is as follows:
Module construction achievements
Complete the construction of cloud storage system, mainly including private cloud, container cloud, multi cloud core network, multi cloud management cloud storage system management platform, cloud security system, communication cloud, storage integration, cloud non editing system, material management library and cloud media platform, so as to open up cloud and local storage and improve storage security and online production efficiency.
The cloud distribution system completes the construction of the cloud distribution system, mainly including the whole network CDN architecture, production distribution cloud platform and pcdn distribution, so as to reduce user access delay and improve availability.
The cloud P2P system completes the construction of the cloud P2P system, the research and development of the client edge cloud data module SDK and the integration of multiple platforms, effectively saving bandwidth costs.
Complete the construction of cloud transcoding system, mainly including HDR technology application, panoramic sound technology application, ROI interested cloud transcoding system, interest area coding technology application, safe broadcast monitoring system, 4K encoder upgrading and transformation, whole network image quality monitoring system and chinadrm system, open up the whole process of content production, media production and terminal broadcasting, and improve the sound and picture quality experience of the client.
The cloud data analysis department has completed the construction of cloud data analysis system, mainly including metadata management system, recommendation and algorithm platform, basic data platform, data cube platform, intelligent media label system, etc. combined with AI algorithm, it collects, cleans, calculates and visualizes the data, so as to provide data support for fine operation.
To sum up, mango TV cloud storage and multi screen broadcasting platform project has reached the expected usable state as planned. 5、 Actual use of raised funds and reasons for savings
Mango TV cloud storage and multi screen broadcasting platform project was planned in 2017, implemented after raising supporting funds in 2019, and the project construction was basically completed in 2021. The total planned investment of the raised funds is 500 million yuan, including 393.4 million yuan for hardware equipment and 106.6 million yuan for software platform. By the end of 2021, the total investment in hardware equipment was 271182 million yuan, and the total investment in software platform was 1891662 million yuan, including 1267745 million yuan invested with raised funds:
Unit: 10000 yuan
Accumulated investment amount of raised funds surplus raised funds
Total planned investment (as of the date of the board of directors, including interest income)
50,000.00 12,677.45 38,889.91
During the development of mango TV cloud storage and multi screen broadcasting platform project, the company strengthened its independent innovation ability, increased personnel investment, strengthened self-research, adhered to nationalization and self-reliance, and replaced outsourcing with self-research. The number of R & D team increased from 287 to 558, and 70 patents were output. In the process of project construction, in addition to using the raised funds, the company also generated personnel investment of 873055 million yuan through its own funds.
The fund-raising planning of mango TV cloud storage and multi screen broadcasting platform project focuses on the investment in hardware platform, mainly including the procurement of node servers, switches, storage servers and other equipment. During the construction of the project, cloud computing technology has developed rapidly, and the company has also actively grasped the opportunities brought by scientific and technological innovation, replacing some hardware procurement through cloud computing products and services. At the same time, covid-19 epidemic has a certain impact on equipment procurement and project development. At present, the scheme of large-scale procurement of physical servers and self built node computer rooms is no longer the best solution to adapt to the development of the project. In order to improve resource utilization efficiency, reduce cost and increase efficiency, the company actively adjusts the procurement structure of R & D equipment and significantly reduces hardware expenditure on the premise of ensuring the smooth implementation of the project:
(1) Replace self built node computer room through commercial CDN
At the beginning of the construction of mango TV cloud storage and multi screen broadcasting platform project, the company carried a certain bandwidth distribution business through commercial CDN on the basis of retaining a large number of self built node computer rooms. With the advancement of the project, the advantages of easy expansion and maintenance of commercial CDN gradually appear. While meeting the needs of project development, its price decreases year by year. During the project development period, the purchase price of commercial CDN of the company decreases by 50%. Compared with the current scheme of CDN and self built server room, it is more advantageous to save the cost of computer room and self built server. From 2019 to 2021, the company used its own funds to purchase commercial CDN for the project, with an amount of 496292 million yuan.
(2) Purchasing cloud resources to replace high-performance physical servers
During the planning and development period of the project, cloud computing technology has developed rapidly. The products and services of Chinese grandfather cloud manufacturers have become increasingly mature and stable. IT infrastructure has fully entered the cloud era, and “going to the cloud” has become the focus of all kinds of enterprises to speed up the development of digital technology
