Verification Opinion
CICC (hereinafter referred to as "CICC" or "Sponsor") serves as the independent financial advisor for Mango Super Media Co., Ltd. (hereinafter referred to as "Mango Super Media" or "Company") in its issuance of shares for asset acquisition and fundraising. According to relevant laws and regulations, CICC has verified the use of part of the temporarily idle raised funds by Happy Sunshine Interactive Entertainment Media Co., Ltd. (hereinafter referred to as "Happy Sunshine"), a wholly-owned subsidiary of Mango Super Media, for cash management. The specific situation is as follows:
1. Basic Situation of Raised Funds
(1) Basic Situation of Fundraising in 2019
Approved by the China Securities Regulatory Commission (CSRC) in the document "Approval for Happy Shopping Co., Ltd. to Issue Shares for Asset Acquisition and Raise Supporting Funds" (Zheng Jian Xu Ke [2018] No. 999), the company issued 57,257,371 shares through a private placement in May 2019, raising a total of RMB 1,999,999,969.03. After deducting underwriting fees, legal fees, and verification fees (excluding tax), the net amount raised was RMB 1,982,700,669.62. This amount has been verified by Tianjian Accounting Firm in the verification report Tianjian Yan Zi [2019] No. 2-16.
On July 2019, the company's third board of directors approved the allocation of RMB 1,983,911,813.91 (including interest) as a one-time capital increase to Happy Sunshine for the expansion of the Mango TV copyright library and the construction of the Mango TV cloud storage and multi-screen broadcasting platform projects. The company has signed a special account storage and supervision agreement for the raised funds, managing the funds in a dedicated account. The fundraising usage plan is as follows:
| Project Name | Commitment Amount (RMB 10,000) | Amount Invested as of Verification Date (RMB 10,000) | Remaining Amount (Including Interest) as of Verification Date (RMB 10,000) | Project Status |
|---|---|---|---|---|
| Mango TV Copyright Library Expansion | 148,674.00 | 136,860.00 | 20,797.33 | Ongoing |
| Mango TV Cloud Storage and Multi-Screen Broadcasting Platform | 49,558.00 | 12,677.45 | - | Completed |
| Total | 198,232.00 | 149,537.45 | 20,797.33 |
Note 1: On April 21, 2022, the fourth board of directors and the seventh supervisory board meeting approved the proposal to conclude the Mango TV cloud storage and multi-screen broadcasting platform project and permanently supplement the remaining raised funds into working capital. On May 19, 2022, the 2021 annual general meeting approved the above proposal. As of December 31, 2022, the special account for the Mango TV cloud storage and multi-screen broadcasting platform project was closed, with remaining raised funds of RMB 39,059.99 (including interest) transferred to permanently supplement working capital. As of the date of this verification opinion, the balance of the 2019 fundraising (including interest) is RMB 20,797.33.