Group 1 - The company plans to issue shares to specific investors to meet funding needs and enhance capital strength and profitability [1][4][5] - The issuance is driven by the competitive pressure in the outdoor brand market and aims to leverage the company's industry experience through product innovation, brand empowerment, and channel development [1][2][3] - The company aims to deepen its "outdoor + chip" dual business strategy, focusing on technology-driven innovation and overcoming core technology barriers [2][3][21] Group 2 - The issuance will be fully subscribed by the company's actual controller, Li Ming, and his controlled enterprise, Beijing Tongyu He Ying Investment Management Co., Ltd., which will stabilize the company's equity structure [4][5][10] - The shares will be issued as domestic listed ordinary shares (A shares) with a par value of RMB 1.00 per share [4][6] - The issuance price is set at RMB 7.28 per share, which is not less than 80% of the average trading price over the previous 20 trading days [6][10] Group 3 - The company anticipates that the issuance will enhance its financial risk resistance and support stable operations and development [5][21] - The funds raised will be used to supplement working capital, which is crucial for the company's expanding business scale and operational needs [3][21][22] - The company has established a modern corporate governance structure and internal control environment to ensure the proper use of raised funds [22][24] Group 4 - The issuance is expected to increase the total assets and net assets of the company, although it may dilute immediate returns for existing shareholders [17][19][26] - The company has proposed measures to mitigate the impact of dilution on immediate returns, including focusing on technology innovation and product development [21][23][25] - The company will ensure compliance with relevant laws and regulations throughout the issuance process, including obtaining necessary approvals from shareholders and regulatory bodies [15][26]

Core Viewpoint - The company plans to issue shares to specific investors, primarily its actual controller, Li Ming, and his controlled enterprise, Tongyu Heping, to raise funds for operational liquidity and support its dual business strategy of outdoor products and chip technology [2][10][12]. Group 1: Issuance Details - The share issuance is subject to approval from the shareholders' meeting and regulatory bodies, including the Shenzhen Stock Exchange and the China Securities Regulatory Commission [2][19]. - The issuance price is set at 7.28 RMB per share, which is 80% of the average trading price over the 20 trading days prior to the pricing date [3][14]. - The total number of shares to be issued will not exceed 30% of the company's total share capital before the issuance, amounting to a maximum of 265,110,655 shares [3][15]. Group 2: Financial Aspects - The total amount to be raised from this issuance is capped at 1,930,005,600 RMB, which will be used entirely to supplement working capital [4][16]. - Li Ming and Tongyu Heping have committed to not transferring the shares acquired for a period of 36 months post-issuance [4][16]. Group 3: Strategic Context - The issuance is part of the company's strategy to enhance its competitive edge in the outdoor products market, which faces increasing competition from established foreign brands [10][12]. - The company aims to leverage its industry experience to drive growth through product innovation, brand empowerment, and channel development [10][12]. - The dual business strategy focuses on integrating outdoor products with chip technology, emphasizing technological innovation and industry chain upgrades [12][13]. Group 4: Corporate Governance - The issuance constitutes a related party transaction, with independent directors having reviewed and approved the process to ensure compliance with legal and regulatory requirements [2][17]. - The company’s actual controller, Li Ming, holds a significant stake and will maintain control post-issuance, ensuring stability in the company's governance structure [17][18]. Group 5: Future Outlook - The company anticipates that the funds raised will enhance its operational capabilities and support its long-term strategic goals, thereby improving investor confidence and market perception [12][13]. - The issuance is expected to lead to a temporary dilution of earnings per share, which the company has acknowledged and is prepared to address through specific measures [5][10].

Group 1 - The total amount of funds raised in this issuance is not more than 1,930.0056 million yuan, which will be used to supplement working capital and enhance the company's financial strength [1] - The company aims to respond to national strategies by focusing on "technology-driven, innovation breakthroughs" and deepening its global layout to maintain its industry leadership [1][2] - The dual business strategy of "outdoor + chips" is essential for the company to build core competitive barriers and promote high-quality development [2] Group 2 - The funds raised will support technological innovation, product development, and project investment, which are crucial for achieving long-term strategic goals and consolidating industry advantages [2] - The company has seen continuous expansion in its operational scale and asset size, necessitating a higher proportion of liquid assets and funds for stable long-term development [2] - The issuance of funds is compliant with relevant regulations, ensuring feasibility for the intended use of the raised capital [2][3] Group 3 - The issuance will effectively supplement the company's working capital, addressing funding needs during business expansion and providing financial support for outdoor and chip business development [3] - Following the issuance, the company's total assets and net assets will increase, improving its financial strength and reducing the asset-liability ratio [3][4] - The overall strength and risk resistance of the company will be enhanced, laying a solid foundation for sustainable development [4][5]

Core Viewpoint - The company plans to issue shares to specific investors in 2025, which may dilute immediate returns, and has proposed measures to compensate for this dilution [1][2][4] Financial Impact of the Issuance - The issuance will increase the total share capital and net assets, leading to a potential short-term dilution of immediate returns [2][4] - The company assumes that the issuance will be completed by the end of November 2025, and the financial impact is based on this timeline [2][3] - The projected net profit for 2025 is estimated to be 10% lower, stable, or 10% higher compared to 2024's net profit of 106.6231 million yuan [2][3] Assumptions for Financial Projections - The number of shares to be issued is estimated at 265,110,655, with total funds raised expected to be approximately 1.930 billion yuan [3][4] - The calculations do not account for other non-recurring gains or losses and assume no adverse changes in the macroeconomic environment [3][4] Necessity and Feasibility of the Issuance - The issuance is deemed necessary to support the company's dual business strategy of "outdoor + chips," enhancing liquidity for technology innovation and project investments [7][8] - The use of raised funds aligns with regulatory requirements and is supported by a robust corporate governance structure [8] Measures to Mitigate Dilution of Immediate Returns - The company plans to enhance liquidity and focus on its dual business strategy to improve overall competitiveness and profitability [8][9] - Commitments from major stakeholders and management have been made to ensure the effectiveness of measures to compensate for the dilution of immediate returns [10][11]

Core Viewpoint - The announcement confirms that the company will not provide financial assistance or compensation to investors participating in the specific stock issuance, ensuring transparency and compliance with regulations [1] Group 1 - The company held its sixth board meeting on August 25, 2025, where it approved the proposal for a specific stock issuance [1] - The company guarantees that there are no commitments to provide minimum returns or disguised minimum return commitments to the investors involved in the issuance [1] - The company explicitly states that it does not provide financial assistance or compensation to investors directly or through related parties [1]

Group 1 - The company held its sixth board meeting on August 25, 2025, where it approved the proposal for issuing stocks to specific targets [1] - The stock issuance plan and related announcements have been disclosed on the designated information disclosure website of the China Securities Regulatory Commission [2] - The approval of the stock issuance plan is subject to the review and approval of the company's shareholders' meeting and relevant regulatory authorities [2]

证券代码：300005 证券简称：探路者 编号：临2025-046 探路者控股集团股份有限公司 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 重要提示： 特定对象发行 A 股股票（简称"本次发行"）。本次发行的对象为李明先生及其控 股的北京通域合盈投资管理有限公司（简称"通域合盈"），李明先生系公司实 际控制人、董事长，通域合盈系公司控股股东北京通域众合科技发展中心（有限 合伙）（简称"通域众合"）的执行事务合伙人，李明先生持有通域合盈 60% 的股权。 系公司实际控制人李明控制的企业，本次权益变动不会导致公司实际控制人变更。 通过和中国证券监督管理委员会（简称"中国证监会"）同意注册的批复后方可实 施。 一、股东权益变动的基本情况 公司于 2025 年 8 月 25 日召开第六届董事会第五次会议审议通过了《关于公 司 2025 年度向特定对象发行股票方案的议案》等相关议案，具体内容详见公司 同日在中国证监会指定的创业板信息披露网站上披露的相关公告。 根据本次发行方案测算，本次发行完成后，公司的实际控制人仍为李明先生， 控股股东将由通域众合变更为通域合盈，公 ...

证券代码：300005 证券简称：探路者 编号：临2025-047 探路者控股集团股份有限公司 特此公告。 探路者控股集团股份有限公司 董 事 会 减持计划的公告 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假 记载、误导性陈述或重大遗漏。 探路者控股集团股份有限公司（简称"探路者"）于 2025 年 8 月 25 日召开 的第六届董事会第五次会议审议通过了公司向特定对象发行股票的相关议案，李 明先生及北京通域合盈投资管理有限公司（简称"通域合盈"）为本次发行股票 的认购对象，出具了《关于特定期间不存在减持情况或减持计划的承诺函》，具 体内容如下： 内，李明先生及通域合盈未以任何形式直接或间接减持所持有的公司股份。 会以任何方式减持所持有的公司股票，也不存在减持公司股票的计划，自定价基 准日至本次发行结束之日起三十六个月内，李明先生及通域合盈承诺不减持本次 认购的公司股份，并遵守中国证券监督管理委员会及深圳证券交易所的相关规定。 及承诺，李明先生及通域合盈因减持所得收益将全部归公司所有，并依法承担由 此产生的法律责任。 关于认购对象出具在特定期间内不存在减持情况或 ...

截至发稿，探路者市值为81亿元。 每经AI快讯，探路者（SZ 300005，收盘价：9.12元）8月25日晚间发布公告称，公司第六届第五次董事 会会议于2025年8月25日在公司阿尔卑斯会议室以现场与通讯相结合的方式召开。会议审议了《关于择 期召开股东会的议案》等文件。 每经头条（nbdtoutiao）——租下2.5万亩"试验田"，兽医学博士在非洲种粮：首季亩产250斤，打算扩至 10万亩，月薪1~2万元招人 2024年1至12月份，探路者的营业收入构成为：户外用品行业占比86.03%，芯片业务占比13.97%。 （记者 胡玲） ...

Core Viewpoint - The company, Explorer (300005), has announced a private placement plan to raise up to 1.93 billion yuan, primarily to supplement working capital, with the issuance price set at 7.28 yuan per share [1] Group 1: Fundraising Details - The issuance will involve the company's actual controller, Li Ming, and his controlled enterprise, Tongyu Heying, who will subscribe to all shares in cash [1] - The total number of shares issued will not exceed 30% of the company's total share capital prior to the issuance, amounting to a maximum of 265 million shares [1] - After the issuance, the controlling shareholder will change from Tongyu Zhonghe to Tongyu Heying, which will hold a 26.68% stake in the company [1] Group 2: Business Overview - Explorer was established in 1999 and has focused on the outdoor products market, entering the chip sector mainly through acquisitions [2] - In September 2021, the company acquired 60% of Beijing Xinneng for 260 million yuan, which specializes in Mini/Micro LED display driver chips [2] - In March 2023, Explorer acquired 72.79% of overseas high-end touch chip company G2Touch for 38.52 million USD, which has shown better performance compared to Beijing Xinneng [2] Group 3: Financial Performance - For the first half of 2025, the company expects a net profit attributable to shareholders of 16 million to 22 million yuan, a decline of 74.27% to 81.29% year-on-year [3] - The decline is attributed to poor sales in the outdoor business and increased inventory impairment provisions, despite overall positive development in the chip business [3] - The company emphasizes the necessity of the fundraising to support its dual main business strategy of "outdoor + chips" and to enhance its financial reserves for innovation and project investment [3] Group 4: Regulatory Considerations - The China Securities Regulatory Commission (CSRC) has introduced new rules requiring that raised funds must be used specifically for main business operations, and cannot be used for permanent working capital supplementation or repaying bank loans [4] - The company's plan to use all raised funds for working capital without specifying the exact allocation raises questions about the rationality of the fundraising [4]