中国国际金融股份有限公司 关于芒果超媒股份有限公司 2024 年度募集资金存放与使用情况的专项核查意见 中国国际金融股份有限公司（以下简称"中金公司"）作为芒果超媒股份有 限公司（以下简称"芒果超媒"、"公司"）发行股份购买资产并募集配套资金（以 下简称"募集配套资金"）的独立财务顾问和 2020 年度向特定对象发行 A 股股 票的保荐机构，根据《证券发行上市保荐业务管理办法》《上市公司重大资产重 组管理办法》《上市公司监管指引第 2 号——上市公司募集资金管理和使用的监 管要求》《深圳证券交易所创业板股票上市规则》《深圳证券交易所上市公司自律 监管指引第 2 号——创业板上市公司规范运作》等法律、法规和规范性文件的要 求，对芒果超媒 2024 年度募集资金存放与使用情况进行了认真、审慎的核查， 并发表了如下核查意见： 一、募集资金基本情况 （一）实际募集资金金额和资金到账情况 1、募集配套资金到位情况 公司经中国证券监督管理委员会《关于核准快乐购物股份有限公司向芒果传 媒有限公司等发行股份购买资产并募集配套资金的批复》（证监许可[2018]999 号） 核准，通过非公开发行方式发行股票 57,257,371 ...

Financial Performance - The net profit attributable to shareholders for 2024 decreased by 4.2 billion CNY due to changes in corporate income tax preferential policies, compared to an increase of 16.3 billion CNY in 2023[4]. - The company's operating revenue for 2024 was ¥14,079,689,573.23, a decrease of 3.75% compared to ¥14,628,016,301.84 in 2023[16]. - The net profit attributable to shareholders for 2024 was ¥1,364,348,174.20, representing a significant decline of 61.63% from ¥3,555,705,558.90 in 2023[16]. - The net cash flow from operating activities for 2024 was -¥25,185,869.72, a decrease of 102.32% compared to ¥1,083,773,256.71 in 2023[16]. - The total assets at the end of 2024 increased by 3.53% to ¥32,530,165,142.43 from ¥31,422,386,654.49 at the end of 2023[16]. - The basic earnings per share for 2024 was ¥0.73, down 61.58% from ¥1.90 in 2023[16]. - The company reported a significant increase in non-operating losses, totaling -¥280,501,714.45 in 2024 compared to a gain of ¥1,860,232,557.85 in 2023[22]. - The total revenue for the reporting period was approximately ¥14.08 billion, a decrease of 3.75% compared to ¥14.63 billion in the previous year[49]. - Mango TV's internet video business generated ¥10.18 billion, accounting for 72.29% of total revenue, down 4.10% from ¥10.61 billion[49]. Dividend and Shareholder Returns - The company plans to distribute a cash dividend of 2.2 CNY per 10 shares (tax included) to all shareholders, based on a total of 1,870,720,815 shares[5]. - The cash dividend amount for the year was 411,558,579.30 CNY, representing 100% of the distributable profit of 1,941,636,902.30 CNY[135]. - The company implemented a profit distribution plan for 2023, distributing a cash dividend of 1.8 CNY per 10 shares, totaling 336,729,746.70 CNY[134]. Business Strategy and Market Position - The company emphasizes that its main business and core competitiveness have not undergone significant adverse changes, and there are no major risks to its ongoing operations[4]. - The company is focusing on the integration of culture and technology, which is expected to drive innovation and growth in the media sector[25]. - The company plans to continue leveraging new technologies and policies to enhance its content creation capabilities and market position[25]. - The company aims to enhance its content ecosystem by integrating content creation and operation, focusing on interactive entertainment and content e-commerce[43]. - The company is focused on expanding its market presence and enhancing its product offerings through ongoing research and development initiatives[80]. Operational Risks and Management - Future development outlooks and forward-looking statements in the report are considered planning matters and do not constitute substantive commitments to investors[4]. - The company will continue to monitor and address potential operational risks as outlined in the management discussion and analysis section[5]. - The company has established a strong content ecosystem, integrating various media platforms and enhancing operational efficiency through innovative management mechanisms[33]. - The company is committed to enhancing its core competencies in content, products, talent, and technology to effectively respond to economic fluctuations[92]. Research and Development - The number of R&D personnel increased by 26.66% from 694 in 2023 to 879 in 2024, with the proportion of R&D personnel rising from 15.78% to 19.48%[60]. - R&D investment amounted to ¥394,717,347.82 in 2024, representing 2.80% of operating revenue, a slight decrease from 2.86% in 2023[60]. - The company has increased its R&D team from 287 to 558 personnel, resulting in the output of 70 patents, while investing approximately 164.6 million yuan of self-owned funds in R&D and cloud resources[83]. Governance and Compliance - The company maintains independence from its controlling shareholder in terms of assets, personnel, finance, and operations, ensuring autonomous management[105]. - The company is focused on enhancing its governance structure, with several independent directors currently serving[109]. - The company has established a comprehensive internal control system and continuously improves its business processes[140]. - The company received an A grade in the annual information disclosure assessment from the Shenzhen Stock Exchange for six consecutive years, highlighting its commitment to transparency[103]. Shareholder Structure and Equity - The total number of shares outstanding is 1,870,720,815, with 45.38% being restricted shares and 54.62% being unrestricted shares[185]. - The largest shareholder, Mango Media Co., Ltd., holds 56.09% of the shares, totaling 1,049,300,301 shares[188]. - The company reported no significant related party transactions during the reporting period[173]. Future Commitments and Plans - The company plans to implement a "three-year action plan" for international expansion, targeting a threefold increase in daily active users of the Mango TV international app by 2027[92]. - The company has committed to resolving existing competition issues with its controlled channels and enterprises by July 2026 through various measures such as asset restructuring and business adjustments[151]. - The company has outlined a long-term commitment to uphold its promises regarding independence and fair practices[150].

Financial Performance - The company's revenue for Q1 2025 was ¥2,900,344,772.02, a decrease of 12.76% compared to ¥3,324,411,405.72 in the same period last year[4] - Net profit attributable to shareholders was ¥378,811,611.91, down 19.80% from ¥472,318,688.25 year-on-year[4] - The total operating revenue for the current period was ¥2,900,344,772.02, a decrease of 12.7% from ¥3,324,411,405.72 in the previous period[17] - Net profit for the current period was ¥374,351,258.80, a decline of 18.7% compared to ¥460,755,933.01 in the previous period[17] - Basic earnings per share decreased to ¥0.20 from ¥0.25, reflecting a 20% drop[18] Cash Flow - The net cash flow from operating activities was -¥216,567,042.85, a decline of 224.95% compared to ¥173,323,874.77 in the previous year[4] - Cash inflow from operating activities totaled ¥3,184,048,609.16, down from ¥3,641,262,815.83 in the previous period[19] - The net cash flow from operating activities was -216,567,042.85, compared to 173,323,874.77 in the previous period, indicating a significant decline in operational cash generation[20] - The net cash flow from financing activities was 66,479,865.94, compared to -34,057,795.47 in the previous period, showing a positive shift in financing cash flow[20] - Total cash outflow from investing activities amounted to 2,871,415,470.92, up from 474,934,346.08 in the previous period, reflecting increased investment expenditures[20] Investment and Assets - The company increased its investment in top-tier TV dramas by 12% in Q1 2025, contributing to a significant rise in effective viewership data for dramas, which grew by 117.7% year-on-year[8] - Total assets at the end of the reporting period were ¥32,207,440,437.34, a decrease of 0.99% from ¥32,530,165,142.43 at the end of the previous year[4] - Total current assets decreased from 17,872,197,918.89 to 15,458,989,629.58, a decline of approximately 13.5%[15] - Total non-current assets increased from 14,657,967,223.54 to 16,748,450,807.76, an increase of about 14.2%[15] - The company reported a significant increase in investment income of 1350.60%, amounting to ¥64,369,426.68 compared to a loss of ¥5,147,100.89 in the previous year[10] Liabilities and Equity - Total liabilities decreased to ¥9,265,246,559.81 from ¥10,000,319,768.65, a reduction of 7.3%[16] - Total equity attributable to shareholders increased to ¥22,905,765,882.00 from ¥22,488,957,025.14, a growth of 1.9%[16] - Total liabilities include accounts payable of 5,729,512,662.46, slightly down from 5,788,420,486.10[15] - Short-term borrowings increased from 33,777,599.72 to 83,819,219.14, an increase of about 148.5%[15] Operational Efficiency - Total operating costs decreased to ¥2,689,671,570.97, down 3.9% from ¥2,798,028,807.45[17] - Research and development expenses increased to ¥53,998,170.22, up 26.8% from ¥42,561,550.65[17] - The company paid 664,380,166.96 in employee compensation, which is a decrease from 754,174,609.68 in the previous period[20] - Cash paid for taxes was 238,904,373.38, a substantial increase from 29,108,007.24, indicating higher tax obligations[20] Shareholder Information - Total number of common shareholders at the end of the reporting period is 41,019[12] - Mango Media Co., Ltd. holds 56.09% of shares, totaling 1,049,300,301 shares[12] Other Information - The company is actively expanding its content ecosystem, including micro-short content, animation, and gaming, to enhance its competitive edge[9] - The company did not undergo an audit for the first quarter report, which may affect the perception of financial reliability[22]

Industry Overview - The online video market in China is projected to reach 1.19 trillion yuan in 2024, with a year-on-year growth of 5.90% [1][11] - The number of new video content releases in 2024 is expected to be 4,363, marking a 16.22% increase compared to the previous year [1][11] - The rapid development of generative artificial intelligence (AI) is reshaping content production, with the proportion of users utilizing AI tools for video and image creation rising from 25.6% to 31% within six months [1][21] Industry Development History - The online video industry in China has evolved through five stages, starting from its inception in 1994 to the current phase of maturity and integration [4][6] - The rapid rise of user-generated content (UGC) began in 2006, leading to a surge in video platforms and investment [5] - The introduction of 4G networks from 2010 to 2015 facilitated the migration of video content to mobile platforms, establishing a competitive landscape among major players [6] Market Scale - The user base for online video in China is expected to reach 1.07 billion in 2024, with a slight year-on-year growth of 0.33% [13] - The usage rate of online video among internet users is 96.6%, reflecting a decrease of 1.1 percentage points, indicating a nearing saturation point in user growth [13] Competitive Landscape - The online video industry is characterized by a competitive landscape where long video platforms like Tencent Video, iQIYI, and Youku dominate nearly 90% of the market share [15] - Short video platforms such as Douyin and Kuaishou have over 1 billion users, leveraging algorithms and live commerce to strengthen their market position [15] - Emerging formats like micro-short dramas are gaining traction, with user numbers reaching 662 million, driving content ecosystem changes [15] Industry Trends - The industry is witnessing a transformation driven by technological innovations, particularly in AI, which enhances content production efficiency and introduces new content forms [21] - User behavior is evolving, with a significant focus on short video consumption, which has reached 1.04 billion users, while long video users have also seen growth [22] - The competitive landscape is diversifying, with long video platforms facing profitability challenges, while short video platforms continue to thrive through innovative content strategies [24]

Investment Rating - The report suggests a positive outlook on overseas Chinese assets, focusing on sectors that may benefit from policy changes and deep value stocks that have been negatively impacted by market rumors [2][12]. Core Insights - The report emphasizes the importance of patience in waiting for market changes while actively seeking investment opportunities, particularly in sectors like cross-border e-commerce, domestic consumption-related internet assets, and undervalued stocks [3][12]. - It highlights the potential for recovery in the education sector due to government support for service consumption, as well as the luxury goods sector facing challenges from macroeconomic fluctuations [5][23]. - The report also notes the growth in the coffee and tea beverage sector, driven by increased delivery services and consumer demand, alongside a positive outlook for the OTA (Online Travel Agency) segment as travel demand rises [5][28]. Summary by Sections 1. Education - The Chinese education index increased by 2.28% during the week of April 14-18, 2025, underperforming against the Hang Seng Index but outperforming other major indices [14]. - Notable stock performances included a significant rise in stocks like Zhuoyue Education Group (+18.18%) and NetEase Youdao (+13.84%) [14][19]. 2. Luxury Goods - The luxury goods sector saw a decline, with LVMH's sales falling short of expectations, reporting a 3% decrease in Q1 2025 sales [23][29]. - The report suggests focusing on high-end brands with strong management capabilities and product innovation, as they are less affected by economic cycles [5][23]. 3. Coffee and Beverage & OTA - The coffee and beverage sector experienced notable stock increases, with Tims China (+18.29%) and Luckin Coffee (+8.45%) leading the gains [28]. - The OTA sector is expected to benefit from rising travel demand, with predictions indicating a significant increase in travel bookings during the upcoming holiday [5][28]. 4. E-commerce and Internet - The internet technology sector index rose by 0.37%, with key stocks like Beike (+7.67%) and Alibaba (+5.53%) showing strong performance [36][37]. - The report highlights the importance of monitoring the impact of tariff changes on cross-border e-commerce platforms and the overall market dynamics [12][36]. 5. Media - The media sector is encouraged to focus on stocks with strong fundamentals and dividend value, particularly in light of recent policy support for cultural industries [5][12]. - The report notes the potential for growth in AI applications within the media sector, emphasizing the importance of tracking developments in this area [5][12]. 6. Virtual Assets & Brokerage - The report indicates a slight improvement in sentiment towards virtual asset trading, with expectations for strong Q1 performance from brokerage firms like Futu Holdings and Tiger Brokers [5][12]. 7. Real Estate Transactions - The report suggests a positive outlook for the real estate market, with government emphasis on market potential and the construction of quality housing [5][12]. 8. Automotive Services - The report mentions potential developments in ride-hailing services in Macau, indicating a growing interest in the automotive service sector [5][12]. 9. Media and M&A - The report highlights ongoing trends in mergers and acquisitions within the media sector, suggesting a focus on companies that are well-positioned for growth through strategic partnerships [5][12].

Investment Rating - The report maintains a "Buy" rating for the company [6]. Core Viewpoints - The company is seen as a representative of cultural strength in China, with steady business progress, including a significant lead in variety shows and strategic partnerships in e-commerce [1][2]. - The small mango e-commerce platform is expected to achieve rapid growth, with a projected GMV exceeding 16 billion yuan in 2024, representing a 55% year-on-year increase [2]. - The company has a rich reserve of variety shows and is gradually entering the output cycle for dramas, with a strong lineup planned for 2025 [3]. Summary by Sections Business Progress - The company has shown a clear advantage in variety shows, with the series "乘风 2025" accumulating over 1.3 billion views in March and related short videos reaching 2.16 billion views [1]. - The partnership with Jason Entertainment aims to explore the IP peripheral market, which has a potential value of over 100 billion yuan [2]. - Collaborations with Huawei in the automotive entertainment sector are set to enhance the company's technological offerings [1]. Financial Performance - For 2024, the company anticipates membership revenue exceeding 5 billion yuan, an 18% increase year-on-year, and expects advertising revenue to reach approximately 3.58 billion yuan [4]. - The forecasted net profit for 2024 is between 1.25 billion and 1.61 billion yuan, reflecting a significant decline compared to previous years [4]. - The company has adjusted its profit forecasts for 2024 to 1.415 billion yuan, a 27% decrease from previous estimates, and has also slightly revised down the profit forecasts for 2025 and 2026 [4]. Earnings and Valuation - The company’s revenue is projected to grow from 14.805 billion yuan in 2024 to 16.233 billion yuan in 2025, with a compound annual growth rate of approximately 9.64% [5]. - The expected earnings per share (EPS) for 2024 is 0.76 yuan, with a projected increase to 1.11 yuan in 2025 [5]. - The price-to-earnings (P/E) ratio is forecasted to be 37 for 2024, decreasing to 25 in 2025, indicating a potential improvement in valuation as earnings recover [5].

Investment Rating - Investment rating for the media industry is optimistic (maintained) [1] Core Insights - The MCP agreement and the "Network Publishing Technology Innovation Leading Plan" are driving industry development, with a focus on AI applications and IP development [5] - The collectible card game market in China is expected to grow significantly, with a projected market size increase from 2.8 billion RMB in 2019 to 26.3 billion RMB in 2024, reflecting a CAGR of 56.6% [6][14] - The report emphasizes the importance of high-quality IP and the rise of domestic IP in driving growth in the collectible card and related industries [21][22] Summary by Sections Section 1: Collectible Card Games - The collectible card game market is projected to grow from 2.8 billion RMB in 2019 to 26.3 billion RMB in 2024, with a CAGR of 56.6% [6][14] - The leading company in this sector, 卡游, achieved revenues of 22.9 billion RMB in 2021, 41.3 billion RMB in 2022, and is expected to reach 100.6 billion RMB in 2024 [22] - The report highlights the increasing participation of female consumers and the rise of domestic IP as key growth drivers [21][22] Section 2: Industry Data Overview - The game "和平精英" ranked first in both the iOS free and best-selling charts in mainland China as of April 19, 2025 [31][35] - The film "向阳·花" achieved a weekly box office of 0.39 billion RMB, totaling 1.83 billion RMB [45] - The web drama "无忧渡" performed well with a broadcasting index of 82.5 [46] Section 3: Company Performance - 卡游's revenue from collectible card games is expected to continue growing, supported by a strong IP matrix and effective supply chain management [22][23] - The company has launched numerous toy series and collectible card series, indicating robust product innovation [22][23] - The report recommends continued investment in companies like 腾讯控股 and 快手-W, which are positioned to benefit from the growth in AI and gaming sectors [5]

Investment Rating - The report maintains an "Outperform" rating for the media industry [5] Core Insights - The media sector has shown a positive performance with a 1.73% increase, outperforming both the CSI 300 (0.59%) and the ChiNext Index (-0.64%) during the week [12][14] - Key highlights include the resubmission of the IPO application by Card Game Company, significant performance improvements in AMD graphics cards, and the success of the AI pet translation software "Traini" [2][4][17] - The report emphasizes a sustained optimism towards AI applications and IP-driven products, particularly in the context of the upcoming May Day film releases and the overall recovery of the film and gaming sectors [4][21] Summary by Sections Industry Performance - The media industry rose by 1.73% from April 12 to April 18, outperforming the broader market indices [12][14] - Notable gainers included companies like Electric Sound Co. and Ciweng Media, while Beijing Culture and Rebate Technology faced declines [12][13] Key Developments - Card Game Company has reported a projected revenue of over 10 billion yuan for 2024, with a net profit exceeding 4.4 billion yuan, marking a year-on-year growth of 278% and 378.2% respectively [2][16] - AMD's graphics card performance has improved by 3.8 times, enhancing the capabilities of the Stable Diffusion model [2][17] - The AI pet translation software "Traini" has achieved an 81.5% accuracy rate in translating between human and pet languages, showcasing the potential of AI in cross-species communication [2][17] Box Office and Content Performance - The box office for the week of April 13 to April 20 reached 183 million yuan, with the top three films being "Sunshine Flower," "Nezha: The Devil's Child," and "My World Movie" [3][18] - Upcoming May Day releases include eight films, with significant anticipation for titles like "The King of Dumplings" and "The Gold Hunter" [21][22] Investment Recommendations - The report suggests focusing on companies with strong performance metrics, particularly in AI applications and IP-driven products, recommending stocks like Pop Mart and others in the gaming and publishing sectors [4][40] - It highlights the importance of monitoring the gaming sector's recovery, with recommendations for companies like Kaiying Network and Giant Network [4][40]

Investment Rating - The report maintains an "Outperform" rating for the media industry [4][39]. Core Insights - The media sector experienced a decline of 6.88% this week, underperforming compared to the CSI 300 (-2.87%) and the ChiNext Index (-6.73%) [11][12]. - Key developments include the launch of a national AI fund with a scale of 60 billion RMB, aimed at early-stage AI projects, and the announcement by the National Film Administration to reduce the import of American films [15][18]. - The report highlights the continuous growth in AI applications and the rising popularity of IP-driven products, particularly in the context of the domestic animation industry [39]. Summary by Sections Industry Performance - The media industry ranked 27th in terms of performance among all sectors this week [13]. - Notable gainers included Xiangyuan Cultural Tourism and Guomai Culture, while major losers were Reader Media and Ice River Network [11][12]. Key Developments - The national AI fund was introduced with a focus on investing in early AI projects, totaling 60 billion RMB [15]. - OpenAI announced the retirement of GPT-4, with the new model GPT-4o set to replace it, indicating a significant advancement in AI capabilities [16][17]. - Pika launched a revolutionary technology called Pika Twist, allowing users to manipulate video content in a surreal manner [17]. - The National Film Administration stated it would moderately reduce the number of American films imported [18]. - A joint directive from four departments supports financing for the sports industry, emphasizing the need for increased direct financing [18]. Box Office and Content Performance - The box office for the week (April 6-13) reached 209 million RMB, with the top three films being "Sunshine Flower" (57 million RMB, 27.3%), "My World Movie" (38 million RMB, 17.9%), and "The Silent Love" (31 million RMB, 14.8%) [2][20]. - In the variety show segment, "Riding the Wind 2025" and "Wife's Romantic Travel 2025" were among the top performers [25]. - The gaming sector saw significant revenue from mobile games, with "Whiteout Survival" and "PUBG Mobile" leading the charts [29]. Investment Recommendations - The report suggests focusing on performance metrics and maintaining a long-term positive outlook on AI applications and IP-driven products [39]. - Specific recommendations include companies like Kayi Network and Mango Super Media, which are expected to benefit from the ongoing trends in the industry [39].

Investment Rating - The report maintains a "Market Perform" rating for the media industry, in line with the overall market performance [1] Core Insights - The media sector has underperformed compared to major indices, with a decline of 12.20% from March 14 to April 11, 2025, while the Shanghai Composite Index and CSI 300 fell by 3.59% and 4.12%, respectively [3][13] - The report suggests focusing on the gaming sector due to its resilience against US-China tariffs and potential for valuation recovery, supported by favorable WTO policies [11][12] - The advertising market is expected to rebound due to government initiatives aimed at boosting consumption, with stable demand from consumer goods clients [12][18] - State-owned publishing companies are highlighted for their high dividend yields and defensive value, with some companies achieving an average dividend yield of over 6% in the past three years [4][7] Summary by Sections Investment Recommendations - Focus on the gaming sector, which is expected to recover in valuation due to minimal impact from tariffs and strong domestic demand [11][12] - Monitor the advertising market for cyclical recovery driven by government consumption stimulus policies [12] - Consider state-owned publishing companies for their stable performance and high dividend yields [4][7] Market Review - The media sector's performance from March 14 to April 11, 2025, saw a 12.20% decline, ranking 28th among all sectors [3][13] - The sector's PE ratio as of April 11, 2025, is 26.38, above the historical average of 24.46 [17] Industry News - The Chinese government has implemented a consumption stimulus plan, which includes 30 key tasks aimed at boosting consumer spending [18] - The gaming industry continues to receive support from government policies, with a significant number of game licenses issued in Q1 2025 [11][41] - The advertising market is showing signs of recovery, with notable increases in spending in various sectors [52][54] Monthly Data - In March 2025, the domestic film market generated a box office of 1.925 billion yuan, a decrease of 30.95% year-on-year [21][27] - The gaming market reported a sales revenue of 27.953 billion yuan in February 2025, reflecting a year-on-year growth of 12.3% [37][39] - The advertising market is projected to grow, with a 1.6% increase in overall spending in 2024 [52][54]