探路者控股集团股份有限公司 2018 年半年度报告全文 探路者控股集团股份有限公司 2018 年半年度报告全文 证券代码：300005 证券简称：探路者 公告编号：2018-038 探路者控股集团股份有限公司 2018 年半年度报告 2018 年 08 月 1 公司计划不派发现金红利，不送红股，不以公积金转增股本。 2 | | | | 2018 | 年半年度报告 1 | | --- | --- | | 第一节 | 重要提示、释义 1 | | 第二节 | 公司简介和主要财务指标 4 | | 第三节 | 公司业务概要 6 | | 第四节 | 经营情况讨论与分析 10 | | 第五节 | 重要事项 14 | | 第六节 | 股份变动及股东情况 15 | | 第七节 | 优先股相关情况 16 | | 第八节 | 董事、监事、高级管理人员情况 17 | | 第九节 | 公司债相关情况 18 | | 第十节 | 财务报告 19 | | 第十一节 | 备查文件目录 76 | 第一节 重要提示、目录和释义 公司董事会、监事会及董事、监事、高级管理人员保证半年度报告内容的 真实、准确、完整，不存在虚假记载、误导性陈述或者重大遗 ...

探路者控股集团股份有限公司 2018 年第一季度报告全文 探路者控股集团股份有限公司 2018 年第一季度报告 2018 年 04 月 1 探路者控股集团股份有限公司 2018 年第一季度报告全文 第一节 重要提示 公司董事会、监事会及董事、监事、高级管理人员保证季度报告内容的真 实、准确、完整，不存在虚假记载、误导性陈述或者重大遗漏，并承担个别和 连带的法律责任。 所有董事均已出席了审议本次季报的董事会会议。 证券代码：300005 证券简称：探路者 编号：2018-012 公司负责人王静、主管会计工作负责人张成及会计机构负责人(会计主管人 员)栗克彩声明：保证季度报告中财务报表的真实、准确、完整。 2 探路者控股集团股份有限公司 2018 年第一季度报告全文 第二节 公司基本情况 一、主要会计数据和财务指标 公司是否需追溯调整或重述以前年度会计数据 □ 是 √ 否 | | 本报告期 | 上年同期 | 本报告期比上年同期增减 | | --- | --- | --- | --- | | 营业总收入（元） | 439,694,317.45 | 623,603,272.49 | -29.49% | | 归属于上市 ...

探路者控股集团股份有限公司 2017 年年度报告全文 证券代码：300005 证券简称：探路者 编号：2018-010 探路者控股集团股份有限公司 2017 年年度报告 2018 年 04 月 1 探路者控股集团股份有限公司 2017 年年度报告全文 第一节 重要提示、目录和释义 公司董事会、监事会及董事、监事、高级管理人员保证年度报告内容的真 实、准确、完整，不存在虚假记载、误导性陈述或重大遗漏，并承担个别和连 带的法律责任。 公司负责人王静、主管会计工作负责人张成及会计机构负责人(会计主管人 员)栗克彩声明：保证年度报告中财务报告的真实、准确、完整。 所有董事均已出席了审议本报告的董事会会议。 本报告中如有涉及未来的计划、业绩预测等前瞻性陈述的内容，均不构成 本公司对投资者的实质承诺，投资者及相关人士均应当对此保持足够的风险认 识，并且应当理解计划、预测与承诺之间的差异。 公司在本报告第四节"经营情况讨论与分析"中"九、公司未来发展的展望" 部分，详细描述了公司经营中可能存在的风险及应对措施，敬请投资者关注相 关内容。 公司计划不派发现金红利，不送红股，不以公积金转增股本。 2 | 目录 | | --- ...

Important Notice [Board of Directors' Statement](index=2&type=section&id=%E7%AC%AC%E4%B8%80%E8%8A%82%20%E9%87%8D%E8%A6%81%E6%8F%90%E7%A4%BA) The company's board of directors, supervisory board, and senior management ensure the truthfulness, accuracy, and completeness of this quarterly report, assuming corresponding legal responsibilities, with all directors attending the review meeting - Company management guarantees the quarterly report's content is true, accurate, and complete, assuming legal responsibility[4](index=4&type=chunk) - Company head Sheng Faqiang, accounting supervisor Zhang Cheng, and accounting department head Li Kecai jointly declare the financial statements' truthfulness, accuracy, and completeness[5](index=5&type=chunk) Company Overview [Key Accounting Data and Financial Indicators](index=3&type=section&id=%E4%B8%80%E3%80%81%E4%B8%BB%E8%A6%81%E4%BC%9A%E8%AE%A1%E6%95%B0%E6%8D%AE%E5%92%8C%E8%B4%A2%E5%8A%A1%E6%8C%87%E6%A0%87) In the first three quarters of 2017, the company's operating revenue increased by 15.00%, but net profit attributable to shareholders decreased by 19.06%, with a significant 62.79% decline in Q3 alone and expanding negative operating cash flow Key Financial Indicators for Q1-Q3 2017 | Indicator | Year-to-Date (CNY) | YoY Change (%) | | :--- | :--- | :--- | | Operating Revenue | 1,954,973,233.00 | 15.00% | | Net Profit Attributable to Shareholders | 81,226,825.69 | -19.06% | | Net Profit Attributable to Shareholders (Excluding Non-Recurring Items) | 55,701,663.59 | -32.67% | | Net Cash Flow from Operating Activities | -263,590,264.68 | -19.19% | | Basic Earnings Per Share (CNY/share) | 0.0911 | -23.12% | Key Financial Indicators for Q3 2017 | Indicator | Current Period (CNY) | YoY Change (%) | | :--- | :--- | :--- | | Operating Revenue | 677,439,052.30 | 10.59% | | Net Profit Attributable to Shareholders | 2,214,239.46 | -62.79% | | Net Profit Attributable to Shareholders (Excluding Non-Recurring Items) | -2,137,633.28 | -144.61% | - Year-to-date non-recurring gains and losses totaled **CNY 25,525,162.10**, primarily from government subsidies[9](index=9&type=chunk) [Shareholder Information](index=4&type=section&id=%E4%BA%8C%E3%80%81%E6%8A%A5%E5%91%8A%E6%9C%9F%E6%9C%AB%E8%82%A1%E4%B8%9C%E6%80%BB%E6%95%B0%E5%8F%8A%E5%89%8D%E5%8D%81%E5%90%8D%E8%82%A1%E4%B8%9C%E6%8C%81%E8%82%A1%E6%83%85%E5%86%B5%E8%A1%A8) As of the reporting period end, the company had **44,511** common shareholders, with actual controllers Sheng Faqiang and Wang Jing holding a combined **33.87%** of shares, some of which are pledged - Total common shareholders at the end of the reporting period were **44,511**[12](index=12&type=chunk) - The company's actual controllers, Sheng Faqiang and Wang Jing, a married couple, collectively hold **33.87%** of shares, with Mr. Sheng holding **24.84%**, of which **55,500,000 shares** are pledged[12](index=12&type=chunk)[13](index=13&type=chunk) [Changes in Restricted Shares](index=5&type=section&id=%E4%B8%89%E3%80%81%E9%99%90%E5%94%AE%E8%82%A1%E4%BB%BD%E5%8F%98%E5%8A%A8%E6%83%85%E5%86%B5) During the reporting period, the company's restricted shares remained unchanged, totaling **247,686,903 shares** at period-end, all designated as executive lock-up shares Major Restricted Shareholder Information at Period-End | Shareholder Name | Restricted Shares at Period-End | Reason for Restriction | | :--- | :--- | :--- | | Sheng Faqiang | 166,051,093 | Executive Lock-up Shares | | Wang Jing | 60,336,672 | Executive Lock-up Shares | | Jiang Zhongfu | 17,896,038 | Executive Lock-up Shares | | Total | 247,686,903 | -- | Significant Matters [Analysis of Significant Changes in Key Financial Data and Reasons](index=6&type=section&id=%E4%B8%80%E3%80%81%E6%8A%A5%E5%91%8A%E6%9C%9F%E4%B8%BB%E8%A6%81%E8%B4%A2%E5%8A%A1%E6%95%B0%E6%8D%AE%E3%80%81%E8%B4%A2%E5%8A%A1%E6%8C%87%E6%A0%87%E5%8F%91%E7%94%9F%E9%87%8D%E5%A4%A7%E5%8F%98%E5%8A%A8%E7%9A%84%E6%83%85%E5%86%B5%E5%8F%8A%E5%8E%9F%E5%9B%A0) The company explained significant changes in its balance sheet, income statement, and cash flow statement, primarily attributed to business seasonality, investment activities, accounting policy changes, subsidiary equity acquisitions, and dividend distributions [Balance Sheet Item Variation Analysis](index=6&type=section&id=%E4%B8%80%E3%80%81%E8%B5%84%E4%BA%A7%E8%B4%9F%E5%80%BA%E8%A1%A8%E9%A1%B9%E7%9B%AE%E5%A4%A7%E5%B9%85%E5%8F%98%E5%8A%A8%E7%9A%84%E6%83%85%E5%86%B5%E5%8F%8A%E5%8E%9F%E5%9B%A0%E8%AF%B4%E6%98%8E) Key balance sheet changes include a **45.12%** decrease in monetary funds due to dividends and equity acquisition, a **75.35%** increase in inventory for autumn/winter products, a **47.98%** rise in accounts receivable due to normal credit terms, and a **50%** increase in share capital from capital reserve capitalization - Monetary funds decreased by **45.12%** from the beginning of the year, primarily due to cash dividend distribution and acquisition of minority shareholder equity[17](index=17&type=chunk) - Inventory increased by **75.35%** from the beginning of the year, mainly due to seasonal stocking of autumn/winter products, but decreased by **20.05%** compared to the same period last year[17](index=17&type=chunk) - Share capital increased by **50%** from the beginning of the year, resulting from the implementation of the 2016 profit distribution plan (5 bonus shares for every 10 shares)[17](index=17&type=chunk) [Income Statement Item Variation Analysis](index=6&type=section&id=%E4%BA%8C%E3%80%81%E5%88%A9%E6%B6%A6%E8%A1%A8%E9%A1%B9%E7%9B%AE%E5%A4%A7%E5%B9%85%E5%8F%98%E5%8A%A8%E7%9A%84%E6%83%85%E5%86%B5%E5%8F%8A%E5%8E%9F%E5%9B%A0%E8%AF%B4%E6%98%8E) Key income statement changes include a significant decrease in financial expenses due to increased interest income, a **206.94%** year-over-year increase in investment income from wealth management, and a substantial rise in other income due to accounting policy changes reclassifying government subsidies - Financial expenses decreased by **1922.60%** year-over-year, primarily due to increased bank interest income[18](index=18&type=chunk) - Investment income increased by **206.94%** year-over-year, mainly from increased returns on idle fund wealth management products[18](index=18&type=chunk) - Other income significantly increased, while non-operating income decreased by **76.54%**, primarily due to an accounting policy change reclassifying government subsidies related to daily operations from "Non-Operating Income" to "Other Income"[18](index=18&type=chunk) [Cash Flow Statement Item Variation Analysis](index=6&type=section&id=%E4%B8%89%E3%80%81%E7%8E%B0%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8%E9%A1%B9%E7%9B%AE%E5%A4%A7%E5%B9%85%E5%8F%98%E5%8A%A8%E7%9A%84%E6%83%85%E5%86%B5%E5%8F%8A%E5%8E%9F%E5%9B%A0%E8%AF%B4%E6%98%8E) Key cash flow statement changes include a **77.57%** year-over-year increase in cash recovered from investments, a **55.50%** decrease in capital expenditures due to a high base in the prior year, and a **1316.86%** surge in cash paid for dividends due to the 2016 cash dividend distribution - Cash paid for the acquisition of fixed and other long-term assets decreased by **55.50%** year-over-year, primarily due to significant investment in the Gongyi Ski Resort construction in the prior year[19](index=19&type=chunk) - Cash paid for dividends, profits, or interest increased by **1316.86%** year-over-year, mainly due to the payment of 2016 annual cash dividends during the reporting period[20](index=20&type=chunk) - Other cash payments related to financing activities significantly increased, primarily due to payments for the acquisition of partial minority shareholder equity in subsidiaries during the reporting period[20](index=20&type=chunk) [Strategic Adjustments and Business Progress](index=7&type=section&id=%E4%BA%8C%E3%80%81%E9%87%8D%E8%A6%81%E4%BA%8B%E9%A1%B9%E8%BF%9B%E5%B1%95%E6%83%85%E5%86%B5%E5%8F%8A%E5%85%B6%E5%BD%B1%E5%93%8D%E5%92%8C%E8%A7%A3%E5%86%B3%E6%96%B9%E6%A1%88%E7%9A%84%E5%88%86%E6%9E%90%E8%AF%B4%E6%98%8E) In 2017, the company adjusted its strategy to refocus on its core outdoor products business, led by the new Group President, optimizing brand positioning, shifting from two to four product seasons, strengthening supply chain partnerships, and enhancing online-offline operations - The company's strategy shifted, with business focus returning to the core outdoor products sector, while promoting synergistic development of travel services and sports-related businesses[21](index=21&type=chunk) - The company appointed Mr. Qiang Wei as Group President, initiating "new positioning," "new mechanisms," and "new operations" strategies, including adjusting product seasons from two to four to meet rapid market response demands[22](index=22&type=chunk) [Other Significant Matters](index=7&type=section&id=%E4%B8%89%E3%80%81%E5%85%AC%E5%8F%B8%E5%AE%9E%E9%99%85%E6%8E%A7%E5%88%B6%E4%BA%BA%E3%80%81%E8%82%A1%E4%B8%9C%E3%80%81%E5%85%B3%E8%81%94%E6%96%B9%E3%80%81%E6%94%B6%E8%B4%AD%E4%BA%BA%E4%BB%A5%E5%8F%8A%E5%85%AC%E5%8F%B8%E7%AD%89%E6%89%BF%E8%AF%BA%E7%9B%B8%E5%85%B3%E6%96%B9%E5%9C%A8%E6%8A%A5%E5%91%8A%E6%9C%9F%E5%86%85%E8%B6%85%E6%9C%9F%E6%9C%AA%E5%B1%A5%E8%A1%8C%E5%AE%8C%E6%AF%95%E7%9A%84%E6%89%BF%E8%AF%BA%E4%BA%8B%E9%A1%B9) During the reporting period, the company had no overdue unfulfilled commitments, no irregular external guarantees, and no non-operating occupation of company funds by controlling shareholders or their related parties - The company had no overdue unfulfilled commitments during the reporting period[23](index=23&type=chunk) - The company had no irregular external guarantees or occupation of funds by controlling shareholders during the reporting period[24](index=24&type=chunk)[25](index=25&type=chunk) Financial Statements [Consolidated Balance Sheet](index=9&type=section&id=1%E3%80%81%E5%90%88%E5%B9%B6%E8%B5%84%E4%BA%A7%E8%B4%9F%E5%80%BA%E8%A1%A8) As of September 30, 2017, total assets were **CNY 3.57 billion**, a **1.56%** decrease from year-start, with total liabilities at **CNY 750.09 million** and equity attributable to parent company owners at **CNY 2.71 billion**, showing reduced monetary funds but increased accounts receivable and inventory Consolidated Balance Sheet Key Items (Unit: CNY) | Item | Period-End Balance | Year-Start Balance | | :--- | :--- | :--- | | Total Assets | 3,574,306,834.23 | 3,630,962,133.54 | | Total Liabilities | 750,090,380.97 | 734,594,569.10 | | Total Equity Attributable to Parent Company Owners | 2,710,063,312.05 | 2,770,362,902.91 | | Monetary Funds | 651,221,031.01 | 1,186,655,661.14 | | Accounts Receivable | 279,012,293.59 | 188,546,936.23 | | Inventory | 513,043,939.43 | 292,585,743.13 | [Consolidated Income Statement](index=14&type=section&id=3%E3%80%81%E5%90%88%E5%B9%B6%E6%9C%AC%E6%8A%A5%E5%91%8A%E6%9C%9F%E5%88%A9%E6%B6%A6%E8%A1%A8) In the first three quarters of 2017, the company achieved **CNY 1.955 billion** in operating revenue, a **15.00%** year-over-year increase, but net profit attributable to the parent company was **CNY 81.23 million**, down **19.06%**, with Q3 alone seeing **CNY 677.44 million** in revenue (up **10.59%**) but only **CNY 2.21 million** in net profit (down **62.79%**) Consolidated Income Statement - Year-to-Date (Unit: CNY) | Item | Current Period Amount | Prior Period Amount | | :--- | :--- | :--- | | Total Operating Revenue | 1,954,973,233.00 | 1,699,980,275.04 | | Operating Profit | 83,747,788.64 | 82,168,569.62 | | Total Profit | 85,802,534.56 | 102,987,472.97 | | Net Profit Attributable to Parent Company Owners | 81,226,825.69 | 100,348,644.08 | Consolidated Income Statement - Third Quarter (Unit: CNY) | Item | Current Period Amount | Prior Period Amount | | :--- | :--- | :--- | | Total Operating Revenue | 677,439,052.30 | 612,540,639.41 | | Net Profit Attributable to Parent Company Owners | 2,214,239.46 | 5,950,843.87 | [Consolidated Cash Flow Statement](index=21&type=section&id=7%E3%80%81%E5%90%88%E5%B9%B6%E5%B9%B4%E5%88%9D%E5%88%B0%E6%8A%A5%E5%91%8A%E6%9C%9F%E6%9C%AB%E7%8E%B0%E9%87%91%E6%B5%81%E9%87%8F%E8%A1%A8) In the first three quarters of 2017, net cash flow from operating activities was **-CNY 263.59 million**, with increased outflow, while net cash outflows from investing and financing activities were **CNY 95.71 million** and **CNY 173.11 million**, respectively, resulting in a significant decrease in period-end cash and cash equivalents to **CNY 636 million** Consolidated Cash Flow Statement Key Items (Unit: CNY) | Item | Current Period Amount | Prior Period Amount | | :--- | :--- | :--- | | Net Cash Flow from Operating Activities | -263,590,264.68 | -221,145,278.04 | | Net Cash Flow from Investing Activities | -95,706,361.27 | -108,544,943.55 | | Net Cash Flow from Financing Activities | -173,113,007.51 | 998,079,829.19 | | Net Increase in Cash and Cash Equivalents | -532,409,633.46 | 668,389,607.60 | [Parent Company Financial Statements](index=12&type=section&id=2%E3%80%81%E6%AF%8D%E5%85%AC%E5%8F%B8%E8%B5%84%E4%BA%A7%E8%B4%9F%E5%80%BA%E8%A1%A8) This section presents the balance sheet, income statement, and cash flow statement for Pathfinder Holdings Group Co Ltd's parent company, reflecting its individual financial position and operating results, complementing the consolidated statements for a complete financial overview - The report includes parent company-level balance sheets, income statements, and cash flow statements for analyzing the individual financial performance of the parent company[32](index=32&type=chunk)[40](index=40&type=chunk)[54](index=54&type=chunk) Audit Report [Audit Opinion](index=25&type=section&id=%E4%BA%8C%E3%80%81%E5%AE%A1%E8%AE%A1%E6%8A%A5%E5%91%8A) The company's 2017 third-quarter report was unaudited - The company's third-quarter report was unaudited[57](index=57&type=chunk)

探路者控股集团股份有限公司 2016 年年度报告全文 证券代码：300005 证券简称：探路者 编号： 2017-024 探路者控股集团股份有限公司 2016 年年度报告 公司负责人盛发强、主管会计工作负责人张成及会计机构负责人(会计主管 人员)栗克彩声明：保证年度报告中财务报告的真实、准确、完整。 所有董事均已出席了审议本报告的董事会会议。 本报告中如有涉及未来的计划、业绩预测等前瞻性陈述的内容，均不构成 本公司对投资者的实质承诺，投资者及相关人士均应当对此保持足够的风险认 识，并且应当理解计划、预测与承诺之间的差异。 公司在本报告第四节"经营情况讨论与分析"中"九、公司未来发展的展 望"部分，详细描述了公司经营中可能存在的风险及应对措施，敬请投资者关 注相关内容。 公司经本次董事会审议通过的利润分配预案为：以 594,195,936 为基数，向 全体股东每 10 股派发现金红利 2.00 元（含税），送红股 0 股（含税），以资本公 积金向全体股东每 10 股转增 5 股。 2017 年 04 月 1 探路者控股集团股份有限公司 2016 年年度报告全文 第一节 重要提示、目录和释义 本公司董事会、监事会 ...

[Important Notice](index=2&type=section&id=First%20Section%20Important%20Notice) [Important Notice](index=2&type=section&id=Important%20Notice) The company's management guarantees the truthfulness, accuracy, and completeness of this quarterly report, with all directors attending the review meeting - The company's management declares that the financial statements in the quarterly report are **true, accurate, and complete**[4](index=4&type=chunk)[5](index=5&type=chunk) [Company Basic Information](index=3&type=section&id=Second%20Section%20Company%20Basic%20Information) [Key Accounting Data and Financial Indicators](index=3&type=section&id=I.%20Key%20Accounting%20Data%20and%20Financial%20Indicators) In Q1 2017, total operating revenue grew by 21.26% to 623.60 million yuan, while net profit and net cash flow from operations declined significantly Key Financial Indicators for Q1 2017 | Indicator | Current Reporting Period | Prior Year Period | Year-over-year Change | | :--- | :--- | :--- | :--- | | Total Operating Revenue (yuan) | 623,603,272.49 | 514,275,338.02 | 21.26% | | Net Profit Attributable to Shareholders (yuan) | 50,210,581.61 | 71,792,808.72 | -30.06% | | Net Profit Excluding Non-recurring Items (yuan) | 46,085,685.58 | 69,966,644.78 | -34.13% | | Net Cash Flow from Operating Activities (yuan) | -175,396,109.94 | -130,217,831.48 | -34.86% | | Basic Earnings Per Share (yuan/share) | 0.0845 | 0.1397 | -39.51% | | Weighted Average ROE | 1.80% | 4.94% | Decreased by 3.14 percentage points | | Total Assets (yuan) | 3,466,665,677.18 | 3,630,962,133.54 | -4.52% (compared to end of prior year) | | Net Assets Attributable to Shareholders (yuan) | 2,816,154,364.52 | 2,770,362,902.91 | 1.65% (compared to end of prior year) | - During the reporting period, the company's total non-recurring gains and losses amounted to **4.1249 million yuan**, primarily from government grants and investment income from wealth management products[9](index=9&type=chunk) [Significant Risk Warnings](index=4&type=section&id=II.%20Significant%20Risk%20Warnings) The company identifies key risks including industry slowdown, rising costs, immature new markets, integration failures, and fund-raising project implementation challenges - The company's identified major operating risks include: - **Industry Risk**: Outdoor products market growth slowed from approximately **10.5% to 4.91%**, with increased brand competition[10](index=10&type=chunk) - **Cost and Profitability Risk**: Rising labor and raw material costs, plus upfront investments in new businesses, may reduce short-term profitability[11](index=11&type=chunk) - **New Business Risk**: The outdoor experiential travel market is nascent, requiring time to cultivate consumer habits, creating short-term uncertainties[12](index=12&type=chunk) - **Investment Integration Risk**: Strategic investments in platforms like Lvye.com, Tuntu, and Eyou Tianxia carry risks of integration synergy not meeting expectations, potentially leading to goodwill impairment[13](index=13&type=chunk) - **Fund-raising Project Risk**: Changes in market environment and industrial policies may adversely affect the implementation and expected benefits of fund-raising investment projects[15](index=15&type=chunk) [Shareholder Information](index=5&type=section&id=III.%20Total%20Shareholders%20and%20Top%20Ten%20Shareholders%20at%20Period%20End) As of the reporting period end, the company had 39,575 common shareholders, with actual controllers Sheng Faqiang and Wang Jing holding 33.87% combined - As of the end of the reporting period, the company had **39,575** common shareholders[17](index=17&type=chunk) - The company's actual controllers, Mr. Sheng Faqiang and Ms. Wang Jing, are a married couple and jointly hold **33.87%** of the company's shares[18](index=18&type=chunk) [Significant Matters](index=9&type=section&id=Third%20Section%20Significant%20Matters) [Analysis of Significant Changes in Financial Data and Reasons](index=9&type=section&id=III.1.%20Analysis%20of%20Significant%20Changes%20in%20Financial%20Data%20and%20Reasons) Significant financial data changes were driven by travel service revenue growth, higher operating costs due to lower margins, reduced financial expenses from interest income, and seasonal business and investment activities [Analysis of Balance Sheet Item Changes](index=9&type=section&id=III.1.1.%20Explanation%20of%20Significant%20Changes%20in%20Balance%20Sheet%20Items%20and%20Reasons) Balance sheet changes reflect reduced prepayments and advances from customers, increased long-term equity investments, capitalization of construction in progress, and payment of accrued employee compensation and taxes - **Prepayments**: Decreased by **42.22%** from the beginning of the year, mainly due to travel product payments prepaid by subsidiary Eyou Tianxia being recognized as costs in the current period[25](index=25&type=chunk) - **Long-term Equity Investments**: Increased by **48.4143 million yuan** from the beginning of the year, primarily due to the completion of a **52.20 million yuan** capital contribution to the second phase sports industry fund during the reporting period[25](index=25&type=chunk) - **Construction in Progress**: Decreased by **100%** from the beginning of the year, mainly because Gongyi Tuniu Ski Resort officially commenced operations, and construction in progress was transferred to fixed assets[25](index=25&type=chunk) - **Employee Compensation Payable**: Decreased by **96.21%** from the beginning of the year, mainly due to the payment of bonuses and salaries accrued at the end of 2016 during the current period[25](index=25&type=chunk) [Analysis of Income Statement Item Changes](index=9&type=section&id=III.1.2.%20Explanation%20of%20Significant%20Changes%20in%20Income%20Statement%20Items%20and%20Reasons) Income statement changes show revenue growth driven by travel services, a disproportionately higher increase in operating costs due to lower-margin business, and a significant reduction in financial expenses from increased interest income - **Operating Revenue**: Increased by **21.26%** year-over-year, primarily due to significant revenue growth from the travel services segment's aggressive expansion in international air ticket business[26](index=26&type=chunk) - **Operating Costs**: Increased by **41.58%** year-over-year, mainly because the proportion of lower-margin travel service revenue increased from **30%** in the prior year period to **58%** of total revenue[26](index=26&type=chunk) - **Financial Expenses**: Decreased by **271.25%** year-over-year, primarily due to increased interest income from time deposits of idle raised funds and own funds during the reporting period[26](index=26&type=chunk) [Analysis of Cash Flow Statement Item Changes](index=9&type=section&id=III.1.3.%20Explanation%20of%20Significant%20Changes%20in%20Cash%20Flow%20Statement%20Items%20and%20Reasons) Cash flow changes reflect reduced cash from investment disposals due to longer-term products, increased cash from investment income, and significantly lower capital expenditures compared to the prior year - **Cash Received from Disposal of Investments**: Decreased by **54.12%** year-over-year, mainly because principal-protected bank wealth management products with longer terms had not yet matured during the reporting period[27](index=27&type=chunk) - **Cash Received from Investment Income**: Increased by **275.39%** year-over-year, primarily due to increased income from principal-protected bank wealth management products[27](index=27&type=chunk) - **Cash Paid for Acquisition of Fixed Assets and Other Long-term Assets**: Decreased by **78.87%** year-over-year, mainly because capital expenditures for the ski resort project were substantial in the prior year period but significantly reduced in the current period[27](index=27&type=chunk) [Business Review and Outlook](index=10&type=section&id=III.2.%20Business%20Review%20and%20Outlook) Revenue growth was driven by travel services, but net profit declined due to the underperforming outdoor products segment, which is addressing challenges through product and marketing adjustments, while the sports segment expands via industry funds Q1 2017 Segment Performance | Business Segment | Operating Revenue | Net Profit Attributable to Shareholders | | :--- | :--- | :--- | | Outdoor Products Business | 260 million yuan | 57.49 million yuan | | Travel Services Business | 360 million yuan | -2.61 million yuan | - **Outdoor Products Business**: Engaged Jiang Yiyan as an endorser, collaborated on the variety show "Running Wild with Bear Grylls," and hosted ski events to enhance brand influence, while optimizing its retail system by closing inefficient stores and improving single-store output[30](index=30&type=chunk) - **Travel Services Business**: Signed strategic cooperation agreements with scenic areas like Xixiakou and Taijiang County Hongyang Ten Thousand Mu Grassland to develop distinctive tourism products, aggressively expanding international air ticket business and improving self-operated product service quality for rapid growth[31](index=31&type=chunk) - **Sports Business**: Co-initiated the establishment of Xiangyang Dongzheng Hetong Tuniu Sports Industry Fund, with an initial fundraising of **240 million yuan**, primarily investing in the sports sector, and its subsidiary Tanmeng Gongchang invested in youth sports training institutions[32](index=32&type=chunk) [Use of Raised Funds](index=12&type=section&id=III.5.%20Comparison%20Table%20of%20Raised%20Funds%20Utilization) The company invested 4.9601 million yuan this quarter from 1.257 billion yuan in raised funds, primarily in the Tuniu Cloud project and working capital, while other projects are on hold due to market uncertainties, with idle funds used for principal-protected wealth management Overview of Raised Funds Utilization (Unit: 10,000 yuan) | Item | Amount | | :--- | :--- | | Total Raised Funds | 125,665.66 | | Total Investment This Quarter | 496.01 | | Cumulative Total Investment | 21,049.27 | - Due to market uncertainties, the company has not yet invested in other fund-raising projects (such as the Lvye Outdoor Travel O2O project), apart from the Tuniu Cloud project and the replenishment of working capital[40](index=40&type=chunk) - The company uses temporarily idle raised funds, not exceeding **600 million yuan**, for cash management by purchasing principal-protected wealth management products[41](index=41&type=chunk) [Financial Statements](index=15&type=section&id=Fourth%20Section%20Financial%20Statements) [Financial Statements](index=15&type=section&id=IV.1.%20Financial%20Statements) This section presents the company's unaudited Q1 2017 consolidated and parent company financial statements, including balance sheets, income statements, and cash flow statements - This report includes the following key financial statements: - Consolidated Balance Sheet[46](index=46&type=chunk) - Parent Company Balance Sheet[51](index=51&type=chunk) - Consolidated Income Statement[55](index=55&type=chunk) - Parent Company Income Statement[59](index=59&type=chunk) - Consolidated Cash Flow Statement[63](index=63&type=chunk) - Parent Company Cash Flow Statement[67](index=67&type=chunk) [Audit Report](index=28&type=section&id=IV.2.%20Audit%20Report) The company's Q1 2017 report has not been audited - The company's first quarter report is **unaudited**[69](index=69&type=chunk)

Financial Performance - Total operating revenue decreased by 51.59% to CNY 612.54 million year-on-year[7] - Net profit attributable to shareholders decreased by 73.48% to CNY 5.95 million year-on-year[7] - Basic earnings per share decreased by 73.46% to CNY 0.0116[7] - In the first three quarters of 2016, the company achieved operating revenue of CNY 1,699.98 million, a decrease of 12.43% compared to the same period last year[29] - The net profit attributable to shareholders was CNY 100.35 million, down 31.51% year-on-year[29] - Total operating revenue for Q3 2016 was CNY 612,540,639.41, a decrease from CNY 1,265,277,819.34 in the same period last year, representing a decline of approximately 51.7%[60] - Total operating revenue for the third quarter was approximately CNY 764.72 million, a decrease of 17.0% compared to CNY 921.76 million in the same period last year[71] - The net profit for the third quarter was CNY 75.39 million, down 44.2% from CNY 135.06 million year-over-year[70] Assets and Liabilities - Total assets increased by 37.47% to CNY 3.61 billion compared to the end of the previous year[7] - Cash and cash equivalents increased significantly to CNY 1,311,694,687.17 from CNY 557,754,822.58, representing an increase of about 135.5%[56] - Current liabilities decreased to CNY 746,911,382.79 from CNY 1,031,238,860.51, showing a reduction of about 27.6%[54] - The total liabilities decreased to CNY 751,571,287.73 from CNY 1,043,663,775.34, reflecting a reduction of about 28.0%[54] - The long-term equity investments rose to CNY 41,888,633.29 from CNY 9,106,731.61, indicating an increase of about 359.5%[53] Investment Activities - The company completed fundraising of RMB 110 million for the first phase of the Explorer Sports Fund and invested in key projects such as Le Dong Tian Xia and Fittime[14] - The company has made strategic investments in several firms, including Lvyewang and Tutu, to accelerate business integration and development[12] - The company is focusing on vertical segments with high output potential and strong synergy with its business for future investments[15] - The company has a risk of not achieving expected investment returns from its sports fund and incubation platform due to the early-stage nature of most projects[14] - The company raised approximately 1.257 billion yuan from its first private placement of shares post-IPO, providing effective financial support for its community ecosystem strategy[34] Revenue and Cost Management - The outdoor products segment saw a revenue decline of approximately 5% year-on-year due to overall retail consumption downturn and intensified industry competition[29] - The travel services segment's revenue decreased by about 20% as the subsidiary Beijing Easy Travel International Travel Agency continued its business transformation[31] - Cash paid for investments rose by 229.45% year-on-year, driven by increased bank wealth management payments and other investment projects[28] - The company is focusing on enhancing the integration of production, research, and sales to mitigate market risks associated with the upgrade of travel products[37] - Rising labor costs and material prices pose a risk to the company's profitability, prompting a push for refined management and strategic supplier partnerships[37] Shareholder Information - The total number of common shareholders at the end of the reporting period was 35,941[17] - The largest shareholder, Sheng Fa Qiang, holds 24.84% of the shares, amounting to 147,600,974 shares, with 110,700,730 shares pledged[17] - The top ten shareholders collectively hold 33.87% of the company's shares, indicating a concentrated ownership structure[18] - The company has not conducted any repurchase transactions among its top ten common shareholders during the reporting period[18] Cash Flow and Financial Management - Cash inflow from financing activities amounted to 1,312,384,067.96 CNY, significantly higher than 246,114,322.18 CNY in the previous period[81] - The net cash flow from investing activities was -121,416,613.86 CNY, an improvement from -470,081,485.61 CNY in the previous period[80] - The cash flow from financing activities netted 1,003,985,821.79 CNY, compared to 141,486,315.31 CNY in the previous period, indicating strong financing activity[81] - The company reported a decrease in sales expenses to CNY 107.31 million from CNY 121.76 million, a reduction of 11.8%[71] Strategic Initiatives - The company plans to enhance product R&D and innovation capabilities to address industry competition and growth slowdown[11] - The company plans to optimize its supply chain management and enhance budget control to manage rising operational costs effectively[37] - The company has signed investment agreements with two outdoor clubs to enhance its planning and execution capabilities in outdoor activities[32] - The company has integrated resources for outdoor safety training and rescue services, covering 13 provinces[33]

本公司董事会、监事会及董事、监事、高级管理人员保证本报告所载资料 不存在任何虚假记载、误导性陈述或者重大遗漏，并对其内容的真实性、准确 性、完整性承担个别及连带责任。 本公司董事会、监事会及董事、监事、高级管理人员保证本报告所载资料 不存在任何虚假记载、误导性成熟或者重大遗漏，并对其内容的真实性、准确 性、完整性承担个别及连带责任。 探路者控股集团股份有限公司 2016 年半年度报告全文 探路者控股集团股份有限公司 2016 年半年度报告 2016 年 08 月 1 探路者控股集团股份有限公司 2016 年半年度报告全文 第一节 重要提示、释义 所有董事均已出席了审议本报告的董事会会议。 公司负责人盛发强、主管会计工作负责人张成及会计机构负责人(会计主管 人员)栗克彩声明：保证半年度报告中财务报告的真实、准确、完整。 公司计划不派发现金红利，不送红股，不以公积金转增股本。 2 | 第一节 重要提示、释义 2 | | --- | | 第二节 公司基本情况简介 6 | | 第三节 董事会报告 10 | | 第四节 重要事项 24 | | 第五节 股份变动及股东情况 35 | | 第六节 董事、监事、高级管理人员情 ...

[Section I Important Notes, Table of Contents, and Definitions](index=2&type=section&id=Section%20I%20Important%20Notes%2C%20Table%20of%20Contents%2C%20and%20Definitions) This section provides crucial disclaimers, outlines the report's structure, and defines key terms for clarity [Important Notes](index=2&type=section&id=Important%20Notes) The company's board, supervisory board, and senior management guarantee the annual report's truthfulness and completeness, while future plans are not commitments - Company's board, supervisory board, and senior management guarantee the truthfulness, accuracy, and completeness of the annual report, with no false records, misleading statements, or major omissions[3](index=3&type=chunk) - Company head Sheng Faqiang, chief accountant Zhang Cheng, and head of accounting department Li Kecai declare: the financial report in the annual report is true, accurate, and complete[3](index=3&type=chunk) - The company plans not to distribute cash dividends, bonus shares, or convert capital reserves into share capital[5](index=5&type=chunk) [Table of Contents](index=3&type=section&id=Table%20of%20Contents) This section lists the annual report's structure, covering company profile, business overview, financial analysis, and significant events Annual Report Chapter Directory | Chapter | Title | | :--- | :--- | | Section I | Important Notes, Table of Contents, and Definitions | | Section II | Company Profile and Key Financial Indicators | | Section III | Business Overview | | Section IV | Management Discussion and Analysis | | Section V | Significant Events | | Section VI | Share Changes and Shareholder Information | | Section VII | Preferred Shares Related Matters | | Section VIII | Directors, Supervisors, Senior Management, and Employees | | Section IX | Corporate Governance | | Section X | Financial Report | | Section XI | Reference Documents | [Definitions](index=4&type=section&id=Definitions) This section defines specific terms used in the report, ensuring clear understanding of the content Key Definitions During the Reporting Period | Definition Item | Refers to | Definition Content | | :--- | :--- | :--- | | The Company/Company/Toread | Refers to | Toread Holdings Group Co., Ltd. | | Reporting Period | Refers to | January 1, 2015 to December 31, 2015 | | RMB | Refers to | Renminbi Yuan | | COCA | Refers to | China Outdoor Products Association of China National Textile Commercial Association | | Asiatravel | Refers to | Asiatravel.com Holdings Ltd | | Luye.com | Refers to | Beijing Luye Vision Information Technology Co., Ltd. | | Jizhi Mei | Refers to | Beijing Jizhi Mei Travel Agency Co., Ltd. | | Tuto | Refers to | Tuto (Xiamen) Outdoor Products Co., Ltd. | | Discovery Expedition | Refers to | Discovery Expedition brand, founded by Discovery Enterprises International (DEI) under the US Discovery Channel. Currently operated domestically by Extraordinary Exploration Outdoor Products Co., Ltd. | | TiEF | Refers to | Toread Innovative Ecological Fabric Technology, Toread's innovative environmentally friendly functional technology fabric | | SAFree | Refers to | SAFE (Safety Protection) + FREE (Free Walking), Toread's outdoor safety protection functional technology outsole series | [Section II Company Profile and Key Financial Indicators](index=5&type=section&id=Section%20II%20Company%20Profile%20and%20Key%20Financial%20Indicators) This section presents the company's fundamental information and a summary of its key financial performance metrics [I. Company Information](index=5&type=section&id=I.%20Company%20Information) This section provides the company's basic registration details, including stock information, legal representative, and contact channels Company Basic Information | Indicator | Content | | :--- | :--- | | Stock Abbreviation | Toread | | Stock Code | 300005 | | Chinese Name | 探路者控股集团股份有限公司 | | English Name | Toread Holdings Group Co., Ltd. | | Legal Representative | Sheng Faqiang | | Registered Address | Room 609-06, No. 26 Yongan Road, Changping Science Park, Beijing | | Office Address | 21st Floor, Block A, Jinqiu International Building, No. 6 Zhichun Road, Haidian District, Beijing | | Company Website | www.toread.com.cn | | Email | zhang.cheng@toread.com.cn | [II. Contact Person and Information](index=5&type=section&id=II.%20Contact%20Person%20and%20Information) This section lists the contact details for the company's Board Secretary and Securities Affairs Representative, facilitating investor communication Board Secretary Contact Information | Position | Name | Contact Address | Phone | Fax | Email | | :--- | :--- | :--- | :--- | :--- | :--- | | Board Secretary | Zhang Cheng | 21st Floor, Block A, Jinqiu International Building, No. 6 Zhichun Road, Haidian District, Beijing | 010-81788188 | 010-81788593 | zhang.cheng@toread.com.cn | [III. Information Disclosure and Document Availability](index=5&type=section&id=III.%20Information%20Disclosure%20and%20Document%20Availability) This section specifies the company's official channels for information disclosure and where the annual report can be accessed - The company's designated information disclosure media is **Securities Times**[13](index=13&type=chunk) - The China Securities Regulatory Commission's designated website for annual reports is **cninfo.com.cn**[13](index=13&type=chunk) - The company's annual report is available at the company's Securities Investment Department, 21st Floor, Block A, Jinqiu International Building, No. 6 Zhichun Road, Haidian District, Beijing[13](index=13&type=chunk) [IV. Other Relevant Information](index=5&type=section&id=IV.%20Other%20Relevant%20Information) This section provides details about the company's engaged accounting firm and confirms the absence of continuous supervision engagements Company's Engaged Accounting Firm | Accounting Firm Name | Ruihua Certified Public Accountants (Special General Partnership) | | :--- | :--- | | Office Address | 5-11th Floor, West Tower, Zhonghai Real Estate Plaza, Yongdingmen West Binhe Road, Dongcheng District, Beijing | | Signing Accountants' Names | Liu Hongyue, Wang Guohai | - The company did not engage a sponsor institution or financial advisor with continuous supervision responsibilities during the reporting period[15](index=15&type=chunk) [V. Key Accounting Data and Financial Indicators](index=6&type=section&id=V.%20Key%20Accounting%20Data%20and%20Financial%20Indicators) This section presents the company's key financial performance over three years, highlighting revenue, profit, and per-share metrics 2013-2015 Key Accounting Data and Financial Indicators | Indicator | 2015 | 2014 (Adjusted) | Year-on-Year Change | 2013 (Adjusted) | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue (RMB) | 3,807,592,035.26 | 1,715,241,927.09 | 121.99% | 1,445,348,131.00 | | Net Profit Attributable to Listed Company Shareholders (RMB) | 263,396,208.91 | 294,289,340.18 | -10.50% | 248,803,837.35 | | Net Profit Attributable to Listed Company Shareholders After Non-Recurring Items (RMB) | 248,897,981.60 | 287,654,107.98 | -13.47% | 236,094,966.40 | | Net Cash Flow from Operating Activities (RMB) | 61,912,998.11 | 290,912,435.00 | -78.72% | 218,269,102.31 | | Basic Earnings Per Share (RMB/share) | 0.5139 | 0.5752 | -10.66% | 0.4891 | | Diluted Earnings Per Share (RMB/share) | 0.5137 | 0.5750 | -10.66% | 0.4877 | | Weighted Average Return on Net Assets | 19.90% | 26.26% | -6.36% | 27.34% | | Total Assets (RMB) | 2,627,096,409.23 | 1,767,323,140.08 | 48.65% | 1,490,495,822.64 | | Net Assets Attributable to Listed Company Shareholders (RMB) | 1,419,557,180.37 | 1,241,362,743.61 | 14.35% | 1,034,901,535.17 | - The company retrospectively adjusted 2014 basic and diluted earnings per share due to accounting treatment for restricted shares under **Interpretation No. 7 of Accounting Standards for Business Enterprises**[15](index=15&type=chunk) [VI. Key Quarterly Financial Indicators](index=7&type=section&id=VI.%20Key%20Quarterly%20Financial%20Indicators) This section provides a quarterly breakdown of the company's financial performance for 2015, illustrating operational trends 2015 Key Quarterly Financial Indicators (RMB) | Indicator | Q1 | Q2 | Q3 | Q4 | | :--- | :--- | :--- | :--- | :--- | | Operating Revenue | 384,169,723.10 | 291,853,900.30 | 1,265,277,819.34 | 1,866,290,592.52 | | Net Profit Attributable to Listed Company Shareholders | 94,343,577.72 | 29,728,034.49 | 22,441,786.00 | 116,584,448.89 | | Net Profit Attributable to Listed Company Shareholders After Non-Recurring Items | 96,177,105.30 | 26,636,961.58 | 14,050,191.83 | 112,033,722.89 | | Net Cash Flow from Operating Activities | -39,005,480.14 | -124,181,527.89 | -56,885,626.68 | 281,985,632.82 | - Company's **Q4 operating revenue and net profit** were significantly higher than the first three quarters, with net cash flow from operating activities turning positive and substantially increasing in Q4[17](index=17&type=chunk) [VII. Differences in Accounting Data under Domestic and Overseas Accounting Standards](index=7&type=section&id=VII.%20Differences%20in%20Accounting%20Data%20under%20Domestic%20and%20Overseas%20Accounting%20Standards) This section confirms the absence of material differences in net profit and net assets between domestic and international accounting standards - The company's financial reports disclosed under International Accounting Standards and Chinese Accounting Standards show no differences in net profit and net assets during the reporting period[17](index=17&type=chunk) - The company's financial reports disclosed under overseas accounting standards and Chinese Accounting Standards show no differences in net profit and net assets during the reporting period[18](index=18&type=chunk) [VIII. Non-Recurring Gains and Losses Items and Amounts](index=7&type=section&id=VIII.%20Non-Recurring%20Gains%20and%20Losses%20Items%20and%20Amounts) This section details the company's non-recurring gains and losses for 2013-2015, primarily driven by government subsidies 2013-2015 Non-Recurring Gains and Losses Items and Amounts (RMB) | Item | 2015 Amount | 2014 Amount | 2013 Amount | | :--- | :--- | :--- | :--- | | Gains/losses from disposal of non-current assets | -24,487.87 | -65,604.76 | -8,608.61 | | Government grants recognized in current profit or loss | 19,560,761.07 | 6,367,024.80 | 13,378,900.00 | | Other non-operating income and expenses apart from the above | -2,178,854.39 | 1,596,994.92 | 1,148,041.01 | | Less: Income tax impact | 2,403,553.52 | 1,151,856.42 | 1,805,426.49 | | Minority interest impact (after tax) | 455,637.98 | 111,326.34 | 4,034.96 | | Total | 14,498,227.31 | 6,635,232.20 | 12,708,870.95 | - **2015 total non-recurring gains and losses** amounted to **RMB 14.50 million**, primarily contributed by government subsidies[20](index=20&type=chunk) - The company did not classify non-recurring gains and losses items as recurring during the reporting period[21](index=21&type=chunk) [Section III Business Overview](index=9&type=section&id=Section%20III%20Business%20Overview) This section outlines the company's core business activities, industry position, and strategic direction [I. Company's Main Business Activities During the Reporting Period](index=9&type=section&id=I.%20Company%27s%20Main%20Business%20Activities%20During%20the%20Reporting%20Period) The company established a synergistic strategic layout across outdoor products, travel services, and big sports, accelerating internet transformation to build an outdoor community ecosystem - Company initially completed strategic layout for synergistic development across three major business groups: outdoor products, travel services, and big sports[24](index=24&type=chunk) - Outdoor business group is the group's cornerstone business, with three brands (Toread, Discovery Expedition, ACANU), providing outdoor products[24](index=24&type=chunk) - Travel business group serves as user traffic portal and revenue contributor, offering experiential travel, including Easy Travel, Luye, and Toread Outdoor Safety subsidiaries[24](index=24&type=chunk) - Sports business group is a future emerging business segment, focusing on ski resort operations and investments, with broad investment areas[24](index=24&type=chunk) - Company will accelerate internet transformation, building a community ecosystem for outdoor products, travel services, and big sports, centered on users, driven by data, and promoted by ecosystem synergy[26](index=26&type=chunk) [(I) Main Business Operations](index=9&type=section&id=(I)%20Main%20Business%20Operations) The company's main business operations are structured into three synergistic business groups: outdoor products, travel services, and big sports - Outdoor business group focuses on R&D, operation, and sales of multi-brand outdoor products, including Toread, Discovery Expedition, and ACANU[24](index=24&type=chunk) - Travel business group primarily serves as the group's user traffic portal and revenue contributor, offering experiential travel, encompassing Easy Travel, Luye, and Toread Outdoor Safety subsidiaries[24](index=24&type=chunk) - Sports business group focuses on ski resort operations and investments, representing a future emerging business segment with broad investment areas[24](index=24&type=chunk) [(II) Industry Development Stage and Market Position](index=9&type=section&id=(II)%20Industry%20Development%20Stage%20and%20Market%20Position) The outdoor products industry faces intense competition but holds significant future growth, complemented by rapidly expanding travel and sports sectors - Outdoor products industry faces "high-end slowing" development, intense market competition, but still has broad development space, expected to undergo a transformation and adjustment period[24](index=24&type=chunk) - Travel service industry scale is expected to reach **RMB 3.3 trillion**, and sports industry total scale aims to exceed **RMB 5 trillion**, both with good development prospects and complementary synergy with the outdoor products industry[25](index=25&type=chunk) - The 2022 Winter Olympics hosting rights will bring good opportunities for the company's outdoor products, sports, and related industries[25](index=25&type=chunk) [II. Significant Changes in Major Assets](index=9&type=section&id=II.%20Significant%20Changes%20in%20Major%20Assets) This section notes the absence of major overseas assets and detailed explanations of significant asset changes during the reporting period - This section does not detail significant changes in major assets[27](index=27&type=chunk) - The company had no major overseas assets during the reporting period[27](index=27&type=chunk) [III. Analysis of Core Competencies](index=10&type=section&id=III.%20Analysis%20of%20Core%20Competencies) As a leading outdoor products company, the company has established a synergistic business layout and built core competencies in brand, marketing, R&D, supply chain, and team development - As a leading domestic outdoor products company, the company has initially established a synergistic business layout across outdoor products, travel services, and big sports[28](index=28&type=chunk) - The company has built core competencies in brand building, marketing management, product R&D, supply chain management, and professional team development[28](index=28&type=chunk) - During the reporting period, the company actively pursued innovation, further strengthening its competitive advantages and consolidating core competencies[28](index=28&type=chunk) [Section IV Management Discussion and Analysis](index=11&type=section&id=Section%20IV%20Management%20Discussion%20and%20Analysis) This section provides management's perspective on the company's financial performance, operational highlights, and future outlook [I. Overview](index=11&type=section&id=I.%20Overview) In 2015, Toread rebranded and established a synergistic strategy across outdoor products, travel services, and big sports, achieving **RMB 3.81 billion** in revenue and **RMB 263 million** in net profit, with significant progress in M&A and incentive plans - In 2015, the company initially established a synergistic development strategy across outdoor products, travel services, and big sports business groups, and rebranded as **Toread Holdings Group Co., Ltd.**[31](index=31&type=chunk) 2015 Annual Key Operating Performance | Indicator | Amount (RMB billion) | | :--- | :--- | | Full-year Operating Revenue | 3.81 | | Full-year Net Profit | 0.26 | | Outdoor Business Group Operating Revenue | 1.81 | | Outdoor Business Group Net Profit | 0.29 | | Travel Business Group Operating Revenue | 2.00 | | Travel Business Group Net Profit Attributable to Parent Company | -0.02 | - Outdoor products business group deepened multi-brand operations (Toread, Discovery Expedition, ACANU), strengthened product R&D and channel upgrades, with rapid growth in online business; Toread brand e-commerce revenue reached **RMB 453 million**, a **20% year-on-year increase**[31](index=31&type=chunk)[32](index=32&type=chunk)[33](index=33&type=chunk) - Travel business group actively explored experiential travel; Easy Travel was consolidated in July 2015, contributing **RMB 1.96 billion** in operating revenue, and expanded the "tourism comprehensive platform + travel planner + offline large experiential store" model[36](index=36&type=chunk) - Sports business group focused on ski resort operations and investments, established Beijing Toread Ice and Snow Holdings Development Co., Ltd., and set up the Toread Sports Industry M&A Fund, completing the first phase of **RMB 110 million** fundraising and key project investments[40](index=40&type=chunk) - The company proposed a 2015 private placement plan to raise no more than **RMB 1.28 billion** for five projects including the "Toread Cloud Project," and launched the first phase of its employee stock ownership plan, which has completed **RMB 108 million** in fundraising and stock purchases[41](index=41&type=chunk)[42](index=42&type=chunk) [II. Analysis of Main Business](index=14&type=section&id=II.%20Analysis%20of%20Main%20Business) The company's 2015 operating revenue surged by **121.99%** to **RMB 3.81 billion**, primarily driven by significant growth in travel services, while managing inventory and increasing expenses due to business expansion - Total operating revenue in 2015 was **RMB 3.81 billion**, a **121.99% year-on-year increase**[47](index=47&type=chunk) 2015 Operating Revenue Composition (by Industry, Product, Region) | Category | Item | 2015 Amount (RMB) | % of Operating Revenue | 2014 Amount (RMB) | Year-on-Year Change | | :--- | :--- | :--- | :--- | :--- | :--- | | **By Industry** | Outdoor Products Industry | 2,078,517,382.93 | 54.59% | 1,942,673,763.84 | 6.99% | | | Travel Services | 2,000,794,435.28 | 52.55% | 6,445,705.98 | 309.41% | | **By Product** | Outdoor Apparel | 1,490,311,599.27 | 39.14% | 1,429,022,768.80 | 4.29% | | | Outdoor Footwear | 422,299,352.26 | 11.09% | 374,001,685.46 | 12.91% | | | Outdoor Equipment | 165,906,431.40 | 4.36% | 139,649,309.58 | 18.80% | | | Travel Services | 2,000,794,435.28 | 52.55% | 6,445,705.98 | 30,940.73% | | **By Region** | North China | 2,764,412,847.52 | 72.60% | 693,940,293.42 | 298.36% | | | E-commerce | 585,098,653.89 | 15.37% | 483,863,672.86 | 20.92% | - Travel service revenue significantly increased by **309.41% year-on-year**, becoming a major component of the company's operating revenue, accounting for **52.55%**[47](index=47&type=chunk) - Sales volumes of outdoor apparel, footwear, and equipment increased by **12.34%**, **13.49%**, and **45.92%** respectively, but inventory levels for outdoor apparel and equipment significantly rose, mainly due to franchisee acquisitions and accumulated seasonal products[48](index=48&type=chunk) - Selling and administrative expenses increased by **20.06%** and **25.10%** year-on-year, respectively, primarily due to the consolidation of the travel services segment and growth in outdoor products business[57](index=57&type=chunk) - Financial expenses decreased by **68.97%** year-on-year, mainly due to reduced available funds from investment and M&A activities, significantly lower interest and wealth management income, and increased interest expenses from bank borrowings[57](index=57&type=chunk) [1. Overview](index=14&type=section&id=1.%20Overview) This section's overview refers to the "I. Overview" content within "Management Discussion and Analysis" - Overview content refers to "I. Overview" in "Management Discussion and Analysis"[45](index=45&type=chunk) [2. Revenue and Cost](index=14&type=section&id=2.%20Revenue%20and%20Cost) The company's 2015 revenue saw substantial growth, primarily from the consolidated travel services segment, while outdoor product sales volumes increased, leading to higher inventory levels 2015 Operating Revenue Composition (by Industry, Product, Region) | Category | Item | 2015 Amount (RMB) | % of Operating Revenue | 2014 Amount (RMB) | Year-on-Year Change | | :--- | :--- | :--- | :--- | :--- | :--- | | **By Industry** | Outdoor Products Industry | 2,078,517,382.93 | 54.59% | 1,942,673,763.84 | 6.99% | | | Travel Services | 2,000,794,435.28 | 52.55% | 6,445,705.98 | 309.41% | | | Other Business Services | 8,326,492.28 | 0.22% | 3,090,698.95 | 169.40% | | | Less: Internal Eliminations | -280,046,275.23 | -7.35% | -236,968,241.68 | -18.18% | | **By Product** | Outdoor Apparel | 1,490,311,599.27 | 39.14% | 1,429,022,768.80 | 4.29% | | | Outdoor Footwear | 422,299,352.26 | 11.09% | 374,001,685.46 | 12.91% | | | Outdoor Equipment | 165,906,431.40 | 4.36% | 139,649,309.58 | 18.80% | | | Travel Services | 2,000,794,435.28 | 52.55% | 6,445,705.98 | 30,940.73% | | | Other Services | 8,326,492.28 | 0.22% | 3,090,698.95 | 169.50% | | | Less: Internal Eliminations | -280,046,275.23 | -7.35% | -236,968,241.68 | -18.18% | | **By Region** | North China | 2,764,412,847.52 | 72.60% | 693,940,293.42 | 298.36% | | | South China | 116,857,598.86 | 3.07% | 171,812,709.48 | -31.99% | | | East China | 211,489,019.56 | 5.55% | 194,158,638.51 | 8.93% | | | Northeast China | 174,402,763.97 | 4.58% | 153,587,188.21 | 13.55% | | | Northwest China | 95,346,485.26 | 2.50% | 110,488,505.01 | -13.70% | | | Southwest China | 126,391,725.65 | 3.32% | 138,705,001.07 | -8.88% | | | Overseas Markets | 5,312,723.50 | 0.14% | 2,563,461.26 | 107.25% | | | E-commerce | 585,098,653.89 | 15.37% | 483,863,672.86 | 20.92% | | | Other Services | 8,326,492.28 | 0.22% | 3,090,698.95 | 169.50% | | | Less: Internal Eliminations | -280,046,275.23 | -7.35% | -236,968,241.68 | -18.18% | 2015 Physical Sales Volume and Inventory | Industry Category | Item | Unit | 2015 | 2014 | Year-on-Year Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Outdoor Apparel | Sales Volume | Pieces | 7,244,318 | 6,448,600 | 12.34% | | | Inventory | Pieces | 4,173,629 | 2,603,373 | 60.32% | | Outdoor Footwear | Sales Volume | Pairs | 2,244,188 | 1,977,393 | 13.49% | | | Inventory | Pairs | 1,005,690 | 848,166 | 18.57% | | Outdoor Equipment | Sales Volume | Pieces | 2,200,821 | 1,508,276 | 45.92% | | | Inventory | Pieces | 1,305,230 | 947,558 | 37.75% | - Outdoor apparel and equipment inventory significantly increased, mainly due to the consolidation of four quality franchisees in December 2015 and accumulated off-season products[48](index=48&type=chunk) - The company plans to focus on inventory reduction in 2016, significantly decreasing futures procurement, and utilizing a quick replenishment mechanism to promote healthy channel development[48](index=48&type=chunk) 2015 Operating Cost Composition (by Product Category) | Product Category | Item | 2015 Amount (RMB) | % of Operating Cost | 2014 Amount (RMB) | Year-on-Year Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Outdoor Products | Outdoor Apparel | 831,104,576.08 | 28.65% | 782,927,631.79 | 6.15% | | | Outdoor Footwear | 246,125,272.27 | 8.48% | 216,153,080.50 | 13.87% | | | Outdoor Equipment | 116,472,742.69 | 4.02% | 92,356,829.36 | 26.11% | | Travel Services | Travel Services | 1,958,786,090.81 | 67.52% | 695,006.63 | 281,737.04% | | Less: Internal Eliminations | | 251,595,703.84 | 8.67% | 215,376,950.69 | 16.82% | | Total | | 2,900,892,978.00 | 100.00% | 876,755,597.59 | 230.87% | - The consolidation of travel services business led to significant changes in the company's business, products, or services; Easy Travel was consolidated in July 2015, contributing **RMB 1.96 billion** in operating revenue[51](index=51&type=chunk) - The company actively expanded its travel services and big sports businesses through acquiring Easy Travel, increasing capital in Xingzhi Exploration, and establishing a sports industry M&A fund and an ice and snow company[51](index=51&type=chunk)[52](index=52&type=chunk)[53](index=53&type=chunk) [3. Expenses](index=17&type=section&id=3.%20Expenses) In 2015, selling and administrative expenses increased due to business expansion, while financial expenses shifted from net income to net expenditure due to M&A and increased borrowings 2015 Major Expense Changes (RMB) | Item | 2015 | 2014 | Year-on-Year Change | Significant Change Explanation | | :--- | :--- | :--- | :--- | :--- | | Selling Expenses | 344,723,192.40 | 287,124,851.49 | 20.06% | Consolidation of travel services segment and growth in outdoor products business | | Administrative Expenses | 218,332,933.39 | 174,522,007.05 | 25.10% | Consolidation of travel services business, increased operating management and labor costs | | Financial Expenses | -3,352,626.08 | -10,802,776.13 | -68.97% | Reduced available funds due to investment and M&A, increased bank borrowings | [4. R&D Investment](index=17&type=section&id=4.%20R%26D%20Investment) The company's 2015 R&D investment increased by **6.37%** to **RMB 74.57 million**, focusing on "Polar Bionic" high-tech areas, despite a decrease in R&D intensity due to business expansion - R&D investment in the reporting period was **RMB 74.57 million**, a **6.37% year-on-year increase**, primarily focusing on "Polar Bionic" high-tech areas, including TiEF and SAFree technology platforms[58](index=58&type=chunk) - Company products and technologies received industry awards, such as the Polar Work Boots winning the 2015 ISPO Award Asia Product Outdoor Footwear Gold Award, and TiEF DRY intelligent unidirectional moisture-wicking fabric winning the Knit Underwear Innovation Contribution Award[59](index=59&type=chunk)[60](index=60&type=chunk) 2015 Major R&D Project Progress | No. | Project Name | Progress | Corresponding Technology | | :--- | :--- | :--- | :--- | | 1 | Application of TPU molding new materials in anti-torsion footwear | Completed; over 80,000 pairs produced, 15FW first-generation products launched | SAFREE TCS | | 2 | Research and application of ultra-strong wear-resistant rubber materials | Completed; technology upgraded and optimized in 14FW products, further optimized and applied in 15SS/FW products | SAFREE ROCK | | 3 | Research and application of integrated waterproof and breathable functional footwear | Completed; shoe upper water repellent and waterproof lining new material technology applied to 14SS mass production, with good market feedback | TiEF PRO | | 6 | Research and application of waterproof and breathable membrane materials and processing technology | Ongoing; TiEF PRO waterproof and breathable membrane applied to outdoor ultralight nylon fabric and 3-layer waterproof and breathable fabric, products launched in 14FW/15FW | TiEF PRO | | 9 | Research and application of fine denier polypropylene new materials in unidirectional moisture-wicking technology | Completed; first-generation polyester-polypropylene double-layer fabric unidirectional moisture-wicking technology completed and applied in 15SS products | TiEF DRY | R&D Investment Over the Last Three Years | Indicator | 2015 | 2014 | 2013 | | :--- | :--- | :--- | :--- | | Number of R&D Personnel (persons) | 124 | 94 | 96 | | % of R&D Personnel | 5.78% | 15.93% | 15.17% | | R&D Investment Amount (RMB) | 74,568,983.05 | 70,101,452.36 | 54,460,101.15 | | R&D Investment as % of Operating Revenue | 1.96% | 4.09% | 3.77% | - R&D investment as a percentage of operating revenue decreased to **1.96%** in 2015, mainly because the consolidation of travel services business significantly increased consolidated operating revenue, while R&D activities primarily concentrated in the outdoor products segment[67](index=67&type=chunk) [5. Cash Flow](index=23&type=section&id=5.%20Cash%20Flow) In 2015, operating cash flow significantly decreased, while investing cash outflow surged due to M&A, and financing cash flow increased from bank borrowings 2015 Cash Flow Statement (RMB) | Item | 2015 | 2014 | Year-on-Year Change | | :--- | :--- | :--- | :--- | | Subtotal of Cash Inflows from Operating Activities | 4,167,200,176.22 | 2,012,456,566.15 | 107.07% | | Subtotal of Cash Outflows from Operating Activities | 4,105,287,178.11 | 1,721,544,131.15 | 138.47% | | Net Cash Flow from Operating Activities | 61,912,998.11 | 290,912,435.00 | -78.72% | | Subtotal of Cash Inflows from Investing Activities | 1,728,926,403.42 | 414,433,458.55 | 317.18% | | Subtotal of Cash Outflows from Investing Activities | 2,138,167,094.19 | 501,156,109.60 | 326.65% | | Net Cash Flow from Investing Activities | -409,240,690.77 | -86,722,651.05 | -371.90% | | Subtotal of Cash Inflows from Financing Activities | 373,600,469.68 | 44,992,292.92 | 730.37% | | Subtotal of Cash Outflows from Financing Activities | 162,145,401.63 | 106,338,505.40 | 52.48% | | Net Cash Flow from Financing Activities | 211,455,068.05 | -61,346,212.48 | 444.69% | | Net Increase in Cash and Cash Equivalents | -135,864,328.51 | 142,843,571.47 | -195.11% | - Net cash flow from operating activities significantly decreased by **78.72% year-on-year**, mainly due to reduced collections from outdoor products business and net cash outflow from travel services business[70](index=70&type=chunk) - Net cash outflow from investing activities significantly increased by **371.90%**, primarily due to multiple investments and equity acquisitions, including investments in Tuto, franchisees, Easy Travel, sports funds, and ski resorts[71](index=71&type=chunk) - Net cash flow from financing activities significantly increased by **444.69% year-on-year**, mainly due to a **RMB 350 million** bank loan to address a shortage of self-owned operating funds caused by strategic investment projects[71](index=71&type=chunk) [III. Non-Core Business Operations](index=24&type=section&id=III.%20Non-Core%20Business%20Operations) This section states that the company had no non-core business operations during the reporting period - The company had no non-core business operations during the reporting period[71](index=71&type=chunk) [IV. Asset and Liability Status](index=24&type=section&id=IV.%20Asset%20and%20Liability%20Status) At the end of 2015, total assets increased by **48.65%**, reflecting active investment and M&A, with significant changes in monetary funds, inventory, prepayments, short-term borrowings, and goodwill 2015 Year-End Significant Changes in Asset Composition (RMB) | Item | 2015 Year-End Amount | % of Total Assets | 2014 Year-End Amount | % of Total Assets | % Change in Proportion | Significant Change Explanation | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Monetary Funds | 755,312,645.99 | 28.75% | 874,049,974.50 | 49.46% | -20.71% | Decrease in net cash flow from operating activities, increase in net cash outflow from investing activities | | Inventory | 544,205,968.36 | 20.72% | 299,079,036.09 | 16.92% | 3.80% | | | Prepayments | 190,916,643.78 | 7.27% | 12,623,313.36 | 0.71% | 6.56% | Acquisition of Jizhi Mei, Easy Travel, increased prepayments in travel services segment | | Short-term Borrowings | 304,000,000.00 | 11.57% | 0.00 | 0.00% | 11.57% | Increased external investment expenditures, insufficient self-owned operating funds | | Available-for-Sale Financial Assets | 246,650,000.00 | 9.39% | 55,675,200.00 | 3.15% | 6.24% | Investments in Tuto, Toread and Tong Fund, Zhongjing Shijie, etc. | | Goodwill | 336,589,117.92 | 12.81% | 38,216,778.86 | 2.16% | 10.65% | Acquisition of Jizhi Mei, Easy Travel, and four franchisee equities | - The company's assets and liabilities measured at fair value primarily consist of available-for-sale financial assets, with a year-end amount of **RMB 55.05 million** and a fair value change loss of **RMB 0.63 million** for the period[76](index=76&type=chunk) [V. Analysis of Investment Status](index=26&type=section&id=V.%20Analysis%20of%20Investment%20Status) During the reporting period, total investment surged by **290.45%** to **RMB 485.91 million**, driven by strategic equity acquisitions and new subsidiary establishments in travel services and sports Changes in Investment Amount During the Reporting Period | Investment Amount During Reporting Period (RMB) | Investment Amount in Prior Period (RMB) | Change Percentage | | :--- | :--- | :--- | | 485,909,300.00 | 133,494,525.20 | 290.45% | Significant Equity Investments During the Reporting Period | Investee Company Name | Investment Method | Investment Amount (RMB) | Shareholding Percentage | Current Period Investment Gain/Loss (RMB) | | :--- | :--- | :--- | :--- | :--- | | Easy Travel International Travel Agency (Beijing) Co., Ltd. | Acquisition | 230,739,000.00 | 74.56% | -15,328,835.25 | | Beijing Toread Ice and Snow Holdings Development Co., Ltd. | New Establishment | 34,500,000.00 | 60.00% | -1,134,700.73 | | Liaoning Beifuyuan Commercial and Trade Co., Ltd. | Acquisition | 57,172,300.00 | 51.00% | 841,313.77 | | Qingdao Xinshunda Business Co., Ltd. | Acquisition | 87,605,800.00 | 51.00% | 592,918.54 | | Jinan Huiqian Trading Co., Ltd. | Acquisition | 19,824,000.00 | 51.00% | 362,628.98 | | Beijing Shanshui Letu Trading Co., Ltd. | Acquisition | 35,934,600.00 | 51.00% | 1,041,783.87 | | Total | -- | 465,775,700.00 | -- | -13,624,890.82 | - The company's financial assets measured at fair value primarily consist of stock investments, with a year-end amount of **RMB 55.05 million** and a fair value change loss of **RMB 0.63 million** for the period[84](index=84&type=chunk) - The company had no use of raised funds during the reporting period[85](index=85&type=chunk) [VI. Significant Asset and Equity Disposals](index=28&type=section&id=VI.%20Significant%20Asset%20and%20Equity%20Disposals) This section states that the company did not undertake any significant asset or equity disposals during the reporting period - The company did not dispose of significant assets during the reporting period[86](index=86&type=chunk) - The company did not dispose of significant equity during the reporting period[87](index=87&type=chunk) [VII. Analysis of Major Holding and Participating Companies](index=29&type=section&id=VII.%20Analysis%20of%20Major%20Holding%20and%20Participating%20Companies) This section details the financial performance of the company's major subsidiaries, highlighting the impact of recent acquisitions on operations and results Key Financial Information of Major Subsidiaries (RMB) | Company Name | Company Type | Registered Capital | Total Assets | Net Assets | Operating Revenue | Net Profit | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Chengdu Toread Sports Products Co., Ltd. | Subsidiary | 1,000,000.00 | 26,066,792.78 | -7,193,085.17 | 36,822,259.24 | -6,340,381.62 | | Extraordinary Exploration Outdoor Products Co., Ltd. | Subsidiary | 70,000,000.00 | 106,371,872.08 | 59,324,923.62 | 132,403,910.42 | 10,011,868.54 | | Easy Travel International Travel Agency (Beijing) Co., Ltd. | Subsidiary | 7,726,800.00 | 260,500,074.21 | 105,731,086.15 | 2,872,722,327.94 | -27,200,245.30 | | Beijing Shanshui Letu Trading Co., Ltd. | Subsidiary | 10,000,000.00 | 55,344,553.34 | 24,092,724.80 | 20,798,514.71 | 4,117,267.24 | | Jinan Huiqian Trading Co., Ltd. | Subsidiary | 10,000,000.00 | 62,500,201.93 | 22,385,901.01 | 8,491,419.58 | 1,597,933.19 | | Liaoning Beifuyuan Commercial and Trade Co., Ltd. | Subsidiary | 10,000,000.00 | 73,162,214.50 | 30,223,650.92 | 14,972,000.84 | 2,985,401.02 | | Qingdao Xinshunda Business Co., Ltd. | Subsidiary | 10,000,000.00 | 70,546,713.58 | 33,598,698.20 | 37,319,492.65 | 5,824,598.34 | Acquisition and Disposal of Subsidiaries During the Reporting Period | Company Name | Acquisition and Disposal Method | Impact on Overall Operations and Performance | | :--- | :--- | :--- | | Beijing Jizhi Mei Travel Agency Co., Ltd. | Capital Increase | Operating revenue of RMB 37.91 million and net profit of -RMB 0.92 million from consolidation date to period-end | | Beijing Yewan Technology Co., Ltd. | New Establishment | Operating revenue of RMB 0.16 million and net profit of -RMB 0.31 million from consolidation date to period-end | | Easy Travel International Travel Agency (Beijing) Co., Ltd. | Equity Transfer and Capital Increase | Easy Travel parent company operating revenue of RMB 1.74 billion and net profit of -RMB 13.14 million from consolidation date to period-end | | Beijing Toread Ice and Snow Holdings Development Co., Ltd. | New Establishment | In early stage of operation, no operating revenue yet | | Beijing Shanshui Letu Trading Co., Ltd. | Equity Transfer | Operating revenue of RMB 20.80 million and net profit of RMB 4.12 million from consolidation date to period-end | | Jinan Huiqian Trading Co., Ltd. | Equity Transfer | Operating revenue of RMB 8.49 million and net profit of RMB 1.60 million from consolidation date to period-end | | Liaoning Beifuyuan Commercial and Trade Co., Ltd. | Equity Transfer | Operating revenue of RMB 14.97 million and net profit of RMB 2.99 million from consolidation date to period-end | | Qingdao Xinshunda Business Co., Ltd. | Equity Transfer | Operating revenue of RMB 37.32 million and net profit of RMB 5.82 million from consolidation date to period-end | [VIII. Structured Entities Controlled by the Company](index=31&type=section&id=VIII.%20Structured%20Entities%20Controlled%20by%20the%20Company) This section states that the company did not control any structured entities during the reporting period - The company did not control any structured entities during the reporting period[91](index=91&type=chunk) [IX. Outlook on Company's Future Development](index=31&type=section&id=IX.%20Outlook%20on%20Company%27s%20Future%20Development) The company has evolved into a comprehensive holding group with synergistic development across outdoor products, travel services, and big sports, targeting **RMB 4.5 billion** in 2016 revenue while addressing industry risks - The company's 2015 operating revenue was **RMB 3.81 billion**, and net profit was **RMB 263 million**; operating revenue exceeded expectations, while net profit was slightly below expectations[91](index=91&type=chunk) - The company's future development strategy is to build an internet-era community ecosystem, focusing on outdoor sports and experiential travel sub-segments, aggregating community resources through M&A, equity participation, and strategic cooperation[92](index=92&type=chunk) - The company will build a five-tier organizational platform including a traffic portal, distribution platform, product manager, supply chain, and ecosystem support system[92](index=92&type=chunk) Company's 2016 Operating Plan Targets | Indicator | Target Amount | | :--- | :--- | | Operating Revenue | No less than RMB 4.5 billion (approx. 18.17% year-on-year growth) | | Multi-brand Business Operating Revenue | No less than RMB 1.8 billion | | Multi-brand Business Net Profit | RMB 0.23 billion (year-on-year decrease) | | Travel Services Business Operating Revenue | No less than RMB 2.7 billion | | Travel Segment Expected Loss | No more than RMB 0.01 billion | | Overall Net Profit | RMB 0.2 billion | - The company formulated the "Iron Blood Wolf" plan, comprising 19 key tasks, aimed at promoting the implementation of the community ecosystem organizational strategy[94](index=94&type=chunk) - The outdoor business group's key tasks include upgrading brand communication, solidifying channel operations, innovating product R&D, and improving the organizational system, while accelerating inventory clearance, striving to reduce consolidated inventory by **25%** by the end of 2016[94](index=94&type=chunk)[95](index=95&type=chunk) - The travel business group's core objective is to increase the proportion of outdoor activities and experiential travel businesses, building a comprehensive experiential travel service platform, including Easy Travel, Luye.com, Shanshui Fengshang, and outdoor safety platforms[96](index=96&type=chunk) - The sports business group will focus on ski resort operations and investments, delving into the ice and snow industry, and conducting industrial investments leveraging the opportunities presented by the Winter Olympics[98](index=98&type=chunk) - Potential risks include slowing growth and intensifying competition in the outdoor products industry, increased business costs and expenses leading to short-term decline in profitability, an immature outdoor experiential travel service market, and underperforming integration of investment projects[100](index=100&type=chunk)[101](index=101&type=chunk)[102](index=102&type=chunk)[103](index=103&type=chunk) [1. Progress of Previously Disclosed Development Strategies and Operating Plans During the Reporting Period](index=31&type=section&id=1.%20Progress%20of%20Previously%20Disclosed%20Development%20Strategies%20and%20Operating%20Plans%20During%20the%20Reporting%20Period) In 2015, the company's operating revenue exceeded expectations at **RMB 3.81 billion**, while net profit of **RMB 263 million** was slightly below target, with the travel business group incurring a **RMB 23 million** net loss - The company's 2015 operating revenue was **RMB 3.81 billion**, and net profit was **RMB 263 million**; operating revenue exceeded planned expectations, while net profit was slightly below planned expectations[91](index=91&type=chunk) - The outdoor business group achieved operating revenue of **RMB 1.81 billion** and net profit of **RMB 287 million**; the travel business group achieved operating revenue of **RMB 2.00 billion** and net profit attributable to the parent company of **-RMB 23 million**[91](index=91&type=chunk) [2. Company's 2016 Development Plan](index=32&type=section&id=2.%20Company%27s%202016%20Development%20Plan) The company's 2016 plan focuses on building an internet-era community ecosystem, targeting **RMB 4.5 billion** in revenue and **RMB 200 million** in net profit, while implementing the "Iron Blood Wolf" plan to enhance brand, channels, R&D, and accelerate inventory clearance - The company's future development strategy is to build an internet-era community ecosystem, focusing on outdoor sports and experiential travel sub-segments, aggregating community resources through M&A, equity participation, and strategic cooperation[92](index=92&type=chunk) - The company will build a five-tier organizational platform including a traffic portal, distribution platform, product manager, supply chain, and ecosystem support system[92](index=92&type=chunk) Company's 2016 Operating Plan Targets | Indicator | Target Amount | | :--- | :--- | | Operating Revenue | No less than RMB 4.5 billion (approx. 18.17% year-on-year growth) | | Multi-brand Business Operating Revenue | No less than RMB 1.8 billion | | Multi-brand Business Net Profit | RMB 0.23 billion (year-on-year decrease) | | Travel Services Business Operating Revenue | No less than RMB 2.7 billion | | Travel Segment Expected Loss | No more than RMB 0.01 billion | | Overall Net Profit | RMB 0.2 billion | - The company formulated the "Iron Blood Wolf" plan, comprising 19 key tasks, aimed at promoting the implementation of the community ecosystem organizational strategy[94](index=94&type=chunk) - The outdoor business group's key tasks include upgrading brand communication, solidifying channel operations, innovating product R&D, and improving the organizational system, while accelerating inventory clearance, striving to reduce consolidated inventory by **25%** by the end of 2016[94](index=94&type=chunk)[95](index=95&type=chunk) - The travel business group's core objective is to increase the proportion of outdoor activities and experiential travel businesses, building a comprehensive experiential travel service platform, including Easy Travel, Luye.com, Shanshui Fengshang, and outdoor safety platforms[96](index=96&type=chunk) - The sports business group will focus on ski resort operations and investments, delving into the ice and snow industry, and conducting industrial investments leveraging the opportunities presented by the Winter Olympics[98](index=98&type=chunk) [3. Potential Risks Faced by the Company](index=33&type=section&id=3.%20Potential%20Risks%20Faced%20by%20the%20Company) The company faces risks from slowing industry growth, increasing costs, an immature experiential travel market, and potential underperformance in investment integration - Slowing growth and intensifying competition in the outdoor products industry; domestic outdoor market retail sales grew by **10.51%** in 2015, indicating a slowdown[100](index=100&type=chunk) - Risk of decreased group profitability in the short term due to increased business costs and expenses, mainly from rising labor costs, raw material prices, and initial investments in new businesses[101](index=101&type=chunk) - Risk of an immature outdoor experiential travel service market, as consumer travel concepts require time to upgrade, leading to market uncertainties[102](index=102&type=chunk) - Risk of investment project integration not meeting expectations, as the company accelerates strategic business investments and M&A, and differences in operating styles, corporate cultures, and management methods with acquired companies may affect synergy[103](index=103&type=chunk) [X. Investor Relations Activities](index=35&type=section&id=X.%20Investor%20Relations%20Activities) This section details the company's 2015 investor relations activities, including dates, methods, and indexes of institutional investor site visits 2015 Investor Relations Activities Log | Reception Date | Reception Method | Type of Reception Object | Index of Basic Survey Information | | :--- | :--- | :--- | :--- | | January 20, 2015 | Site Visit | Institution | Investor Relations Activity Record Table disclosed on cninfo.com.cn on January 23, 2015 | | March 17, 2015 | Site Visit | Institution | Investor Relations Activity Record Table disclosed on cninfo.com.cn on March 20, 2015 | | April 16, 2015 | Site Visit | Institution | Investor Relations Activity Record Table disclosed on cninfo.com.cn on April 20, 2015 | | June 29, 2015 | Site Visit | Institution | Investor Relations Activity Record Table disclosed on cninfo.com.cn on July 2, 2015 | | August 18, 2015 | Site Visit | Institution | Investor Relations Activity Record Table disclosed on cninfo.com.cn on August 20, 2015 | | September 15, 2015 | Site Visit | Institution | Investor Relations Activity Record Table disclosed on cninfo.com.cn on September 18, 2015 | | October 22, 2015 | Site Visit | Institution | Investor Relations Activity Record Table disclosed on cninfo.com.cn on October 27, 2015 | | November 17, 2015 | Site Visit | Institution | Investor Relations Activity Record Table disclosed on cninfo.com.cn on November 23, 2015 | [Section V Significant Events](index=36&type=section&id=Section%20V%20Significant%20Events) This section details major corporate actions, including profit distribution, commitments, related party transactions, and other significant developments [I. Company's Ordinary Share Profit Distribution and Capital Reserve to Share Capital Conversion](index=36&type=section&id=I.%20Company%27s%20Ordinary%20Share%20Profit%20Distribution%20and%20Capital%20Reserve%20to%20Share%20Capital%20Conversion) The company implemented a 2014 cash dividend but proposed no 2015 dividend despite profitability, to secure funding for private placement projects - The company's 2014 profit distribution plan was completed on July 6, 2015, distributing a cash dividend of **RMB 1.997422** (tax inclusive) per 10 shares based on a total share capital of **513,678,483 shares**[109](index=109&type=chunk) - The company was profitable in 2015 and had positive distributable profit attributable to ordinary shareholders, but did not propose an ordinary share cash dividend distribution plan[113](index=113&type=chunk) - The reason for not distributing profits is that the company is actively promoting a private placement project, and to ensure initial funding for the project, no profit distribution will be made for 2015, with undistributed profits carried forward to future years[113](index=113&type=chunk) Company's Cash Dividends for Ordinary Shares in the Last Three Years (RMB) | Dividend Year | Cash Dividend Amount (Tax Inclusive) | Net Profit Attributable to Listed Company Ordinary Shareholders in Consolidated Report for Dividend Year | % of Net Profit Attributable to Listed Company Ordinary Shareholders in Consolidated Report | | :--- | :--- | :--- | :--- | | 2015 | 0.00 | 263,396,208.91 | 0.00% | | 2014 | 102,603,306.40 | 294,289,340.18 | 34.86% | | 2013 | 106,258,851.32 | 248,803,837.35 | 42.71% | [II. Fulfillment of Commitments](index=37&type=section&id=II.%20Fulfillment%20of%20Commitments) The company's controlling shareholders and actual controllers, Sheng Faqiang and Wang Jing, complied with their commitment to avoid horizontal competition, and Chairman Sheng Faqiang fulfilled his commitment not to reduce shares - The company's controlling shareholders and actual controllers, Mr. Sheng Faqiang and Ms. Wang Jing, made a commitment to avoid horizontal competition and complied with this commitment at the end of the reporting period[114](index=114&type=chunk) - Chairman Mr. Sheng Faqiang committed not to reduce company shares from July 3, 2015, to January 2, 2016, and to take measures to maintain stable company stock prices; this commitment was complied with at the end of the reporting period[115](index=115&type=chunk) [III. Non-Operating Funds Occupied by Controlling Shareholders and Their Affiliates from the Listed Company](index=38&type=section&id=III.%20Non-Operating%20Funds%20Occupied%20by%20Controlling%20Shareholders%20and%20Their%20Affiliates%20from%20the%20Listed%20Company) This section states that there were no non-operating funds occupied by controlling shareholders and their affiliates from the listed company during the reporting period - No non-operating funds occupied by controlling shareholders and their affiliates from the listed company during the reporting period[116](index=116&type=chunk) [IV. Board of Directors' Explanation on the Latest "Non-Standard Audit Report"](index=38&type=section&id=IV.%20Board%20of%20Directors%27%20Explanation%20on%20the%20Latest%20%22Non-Standard%20Audit%20Report%22) This section states that the Board of Directors had no explanation regarding the latest "non-standard audit report" during the reporting period - No Board of Directors' explanation on the latest "non-standard audit report" during the reporting period[117](index=117&type=chunk) [V. Board of Directors, Supervisory Board, Independent Directors (if any) Explanation on the Accounting Firm's "Non-Standard Audit Report" for the Current Reporting Period](index=38&type=section&id=V.%20Board%20of%20Directors%2C%20Supervisory%20Board%2C%20Independent%20Directors%20(if%20any)%20Explanation%20on%20the%20Accounting%20Firm%27s%20%22Non-Standard%20Audit%20Report%22%20for%20the%20Current%20Reporting%20Period) This section states that the Board of Directors, Supervisory Board, and Independent Directors had no explanation regarding the accounting firm's "non-standard audit report" for the current reporting period - No explanation from the Board of Directors, Supervisory Board, or Independent Directors regarding the accounting firm's "non-standard audit report" for the current reporting period[117](index=117&type=chunk) [VI. Board of Directors' Explanation on Changes in Accounting Policies, Accounting Estimates, or Correction of Major Accounting Errors During the Reporting Period](index=38&type=section&id=VI.%20Board%20of%20Directors%27%20Explanation%20on%20Changes%20in%20Accounting%20Policies%2C%20Accounting%20Estimates%2C%20or%20Correction%20of%20Major%20Accounting%20Errors%20During%20the%20Reporting%20Period) The company changed its accounting policy for restricted shares in accordance with "Interpretation No. 7 of Accounting Standards for Business Enterprises," retrospectively adjusting 2014 basic and diluted earnings per share - The company changed its accounting policy for restricted shares in accordance with **Interpretation No. 7 of Accounting Standards for Business Enterprises**, effective from 2015, with retrospective adjustment[117](index=117&type=chunk) - The accounting policy change led to a recalculation and retrospective adjustment of basic and diluted earnings per share for 2014[117](index=117&type=chunk) [VII. Explanation of Changes in Consolidation Scope Compared to the Previous Year's Financial Report](index=39&type=section&id=VII.%20Explanation%20of%20Changes%20in%20Consolidation%20Scope%20Compared%20to%20the%20Previous%20Year%27s%20Financial%20Report) During the reporting period, the company's consolidation scope significantly changed, adding multiple subsidiaries through acquisitions and new establishments - The company completed capital increase in Beijing Jizhi Mei Travel Agency Co., Ltd. on April 9, 2015, gaining control and consolidating it[118](index=118&type=chunk) - The company completed equity transfer and capital increase in Easy Travel International Travel Agency (Beijing) Co., Ltd. on July 1, 2015, gaining control and consolidating it[119](index=119&type=chunk) - The company's controlled subsidiary Easy Travel completed equity transfer and capital increase in Beijing Meijing Liandong Technology Co., Ltd. on August 5, 2015, gaining control and consolidating it[120](index=120&type=chunk) - The company acquired **51%** equity in Beijing Shanshui Letu Trading Co., Ltd., Liaoning Beifuyuan Commercial and Trade Co., Ltd., Qingdao Xinshunda Business Co., Ltd., and Jinan Huiqian Trading Co., Ltd. in September and December 2015, respectively, and consolidated them[120](index=120&type=chunk) - The company established new subsidiaries: Beijing Yewan Technology Co., Ltd., Beijing Toread Ice and Snow Holdings Development Co., Ltd., Gongyi Toread Ski Resort Co., Ltd., Jinan Tanhan E-commerce Co., Ltd., and Toread (Beijing) Outdoor Culture Communication Co., Ltd., and consolidated them[121](index=121&type=chunk)[122](index=122&type=chunk) [VIII. Engagement and Dismissal of Accounting Firm](index=40&type=section&id=VIII.%20Engagement%20and%20Dismissal%20of%20Accounting%20Firm) The company continued to engage Ruihua Certified Public Accountants (Special General Partnership) as its auditor for the reporting period, with an audit fee of **RMB 1.25 million**, and made no changes to its accounting firm or other related engagements Current Accounting Firm Engagement | Domestic Accounting Firm Name | Ruihua Certified Public Accountants (Special General Partnership) | | :--- | :--- | | Domestic Accounting Firm Remuneration (RMB million) | 1.25 | | Consecutive Years of Domestic Accounting Firm Audit Service | 4 | | Names of Domestic Accounting Firm's Certified Public Accountants | Liu Hongyue, Wang Guohai | - The company did not change its accounting firm during the reporting period, nor did it engage an internal control audit accounting firm, financial advisor, or sponsor[124](index=124&type=chunk)[125](index=125&type=chunk) [IX. Facing Suspension and Termination of Listing After Annual Report Disclosure](index=40&type=section&id=IX.%20Facing%20Suspension%20and%20Termination%20of%20Listing%20After%20Annual%20Report%20Disclosure) This section states that the company did not face suspension or termination of listing after the annual report disclosure during the reporting period - The company did not face suspension or termination of listing after the annual report disclosure during the reporting period[125](index=125&type=chunk) [X. Bankruptcy and Reorganization Matters](index=40&type=section&id=X.%20Bankruptcy%20and%20Reorganization%20Matters) This section states that the company did not undergo any bankruptcy or reorganization matters during the reporting period - The company did not undergo any bankruptcy or reorganization matters during the reporting period[126](index=126&type=chunk) [XI. Significant Litigation and Arbitration Matters](index=40&type=section&id=XI.%20Significant%20Litigation%20and%20Arbitration%20Matters) This section states that the company had no significant litigation or arbitration matters during the reporting period - The company had no significant litigation or arbitration matters during the reporting period[125](index=125&type=chunk) [XII. Penalties and Rectification](index=40&type=section&id=XII.%20Penalties%20and%20Rectification) This section states that the company had no penalties or rectification situations during the reporting period - The company had no penalties or rectification situations during the reporting period[126](index=126&type=chunk) [XIII. Integrity Status of the Company, its Controlling Shareholders, and Actual Controllers](index=40&type=section&id=XIII.%20Integrity%20Status%20of%20the%20Company%2C%20its%20Controlling%20Shareholders%2C%20and%20Actual%20Controllers) This section states that there were no integrity issues concerning the company, its controlling shareholders, or actual controllers during the reporting period - No integrity issues concerning the company, its controlling shareholders, or actual controllers during the reporting period[127](index=127&type=chunk) [XIV. Implementation of Company's Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures](index=40&type=section&id=XIV.%20Implementation%20of%20Company%27s%20Equity%20Incentive%20Plans%2C%20Employee%20Stock%20Ownership%20Plans%2C%20or%20Other%20Employee%20Incentive%20Measures) The company continued two stock option incentive plans and launched its first employee stock ownership plan, completing fundraising and stock purchases with a 12-month lock-up period - The company's first stock option incentive plan, granted in December 2010, underwent multiple adjustments, with changes in the number of incentive recipients and options, and multiple exercises[128](index=128&type=chunk)[129](index=129&type=chunk)[130](index=130&type=chunk)[131](index=131&type=chunk)[132](index=132&type=chunk)[133](index=133&type=chunk)[134](index=134&type=chunk)[135](index=135&type=chunk)[136](index=136&type=chunk)[137](index=137&type=chunk)[138](index=138&type=chunk) - The company's second stock option and restricted stock incentive plan, granted in July 2012, also experienced adjustments to incentive recipients, option exercises, and restricted stock unlocking[139](index=139&type=chunk)[140](index=140&type=chunk)[141](index=141&type=chunk)[142](index=142&type=chunk)[143](index=143&type=chunk)[144](index=144&type=chunk)[145](index=145&type=chunk)[146](index=146&type=chunk)[147](index=147&type=chunk)[148](index=148&type=chunk) - The company launched its first employee stock ownership plan, initially raising **RMB 36.05 million**, fully subscribing to the junior tranche of Xingzheng Asset Management Xinzhong No. 51 Collective Asset Management Plan, and allocating senior tranches at a 1:2 ratio, totaling **RMB 108.15 million**[149](index=149&type=chunk)[150](index=150&type=chunk) - The first employee stock ownership plan completed company stock purchases on March 22, 2016, with a stock lock-up period of 12 months (March 23, 2016 - March 22, 2017)[150](index=150&type=chunk) [XV. Significant Related Party Transactions](index=44&type=section&id=XV.%20Significant%20Related%20Party%20Transactions) During the reporting period, the company engaged in various significant related party transactions, including sales, leases, financial assistance, and joint investments, all with proper approvals 2015 Daily Related Party Transactions (RMB million) | Related Party | Related Relationship | Related Transaction Type | Related Transaction Content | Related Transaction Amount | % of Similar Transaction Amount | Approved Transaction Limit | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Beijing Yading Technology Development Co., Ltd. | Actual controller's investment company | Property Lease | Lease of property for office and residence | 2.09 | -- | 6.27 | | Peng Xin, Jiang Zhongfu, Zhang Cheng | Related natural persons | Financial Assistance | Provision of financial assistance to Akennuo | 0.63 | -- | 0.63 | | Tuto (Xiamen) Outdoor Products Co., Ltd. | Associate company | Sales of Goods | Sales of goods to Tuto | 173.45 | -- | 250.00 | - The company, along with Beijing Shijie Xinghui Technology Co., Ltd., company directors, senior management Peng Xin, Jiang Zhongfu, and core employees, jointly established Beijing Yewan Technology Co., Ltd., with the company investing **RMB 2.55 million** for a **51%** equity stake[158](index=158&type=chunk) - The company waived its priority subscription right for the capital increase of its controlled subsidiary Beijing Akennuo Outdoor Products Co., Ltd.; Tuto acquired a **30%** equity stake in Akennuo for **RMB 8.57 million**, reducing the company's shareholding to **52.5%**[158](index=158&type=chunk) 2015 Year-End Related Party Receivables and Payables (RMB) | Item Name | Related Party | Year-End Book Balance | Year-End Provision for Bad Debts | | :--- | :--- | :--- | :--- | | Accounts Receivable | Tuto (Xiamen) Outdoor Products Co., Ltd. | 33,243,942.15 | 1,662,197.11 | | Prepayments | Tuto (Xiamen) Outdoor Products Co., Ltd. | 797,690.52 | -- | | Other Payables | Tuto (Xiamen) Outdoor Products Co., Ltd. | 781,371.08 | -- | [XVI. Significant Contracts and Their Fulfillment](index=48&type=section&id=XVI.%20Significant%20Contracts%20and%20Their%20Fulfillment) The company had no托管,承包,租赁, or significant guarantee situations, but engaged in **RMB 1.743 billion** in bank principal-protected wealth management, yielding **RMB 0.8994 million** in actual gains - The company had no entrustment, contracting, leasing, or significant guarantee situations during the reporting period[160](index=160&type=chunk)[161](index=161&type=chunk)[162](index=162&type=chunk)[163](index=163&type=chunk) 2015 Wealth Management Activities (RMB million) | Trustee Name | Product Type | Entrusted Wealth Management Amount | Actual Gain/Loss Amount for the Reporting Period | | :--- | :--- | :--- | :--- | | China Merchants Bank Beijing Dayuncun Sub-branch | Principal-protected bank wealth management | 50.00 | 0.33 | | Ping An Bank Beijing Guangqumen Sub-branch | Principal-protected bank wealth management | 1,600.00 | 0.19 | | ICBC Zizhuyuan Sub-branch | Principal-protected bank wealth management | 25.00 | 0.08 | | ICBC Zizhuyuan Sub-branch | Principal-protected bank wealth management | 23.00 | 0.08 | | China Merchants Bank Jianguomen Sub-branch | Principal-protected bank wealth management | 25.00 | 0.13 | | China Merchants Bank Beijing Dayuncun Sub-branch | Principal-protected bank wealth management | 2.00 | 0.03 | | China Merchants Bank Beijing Dayuncun Sub-branch | Principal-protected bank wealth management | 3.00 | 0.07 | | China Merchants Bank Beijing Dayuncun Sub-branch | Principal-protected bank wealth management | 15.00 | - | | Total | -- | 1,743.00 | 0.90 | - The company plans to periodically engage in bank principal-protected wealth management projects based on idle funds in the future[166](index=166&type=chunk) - The company had no entrusted loans or other significant contracts during the reporting period[167](index=167&type=chunk)[168](index=168&type=chunk) [XVII. Explanation of Other Significant Matters](index=50&type=section&id=XVII.%20Explanation%20of%20Other%20Significant%20Matters) The company completed multiple significant matters, including private placement approval, rebranding, high-tech enterprise re-certification, sports fund investments, and key acquisitions, alongside an investment intent agreement with Xingzhi Exploration - The company's private placement plan has been approved by the China Securities Regulatory Commission's Issuance Review Committee, planning to raise no more than **RMB 1.283 billion** for five projects including the "Toread Cloud Project"[169](index=169&type=chunk) - The company has adjusted its organizational structure and c

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