TOREAD(SZ:300005) Zheng Quan Zhi Xing·2025-08-25 17:05Core Viewpoint - The company plans to issue shares to specific investors, primarily its actual controller, Li Ming, and his controlled enterprise, Tongyu Heping, to raise funds for operational liquidity and support its dual business strategy of outdoor products and chip technology [2][10][12]. Group 1: Issuance Details - The share issuance is subject to approval from the shareholders' meeting and regulatory bodies, including the Shenzhen Stock Exchange and the China Securities Regulatory Commission [2][19]. - The issuance price is set at 7.28 RMB per share, which is 80% of the average trading price over the 20 trading days prior to the pricing date [3][14]. - The total number of shares to be issued will not exceed 30% of the company's total share capital before the issuance, amounting to a maximum of 265,110,655 shares [3][15]. Group 2: Financial Aspects - The total amount to be raised from this issuance is capped at 1,930,005,600 RMB, which will be used entirely to supplement working capital [4][16]. - Li Ming and Tongyu Heping have committed to not transferring the shares acquired for a period of 36 months post-issuance [4][16]. Group 3: Strategic Context - The issuance is part of the company's strategy to enhance its competitive edge in the outdoor products market, which faces increasing competition from established foreign brands [10][12]. - The company aims to leverage its industry experience to drive growth through product innovation, brand empowerment, and channel development [10][12]. - The dual business strategy focuses on integrating outdoor products with chip technology, emphasizing technological innovation and industry chain upgrades [12][13]. Group 4: Corporate Governance - The issuance constitutes a related party transaction, with independent directors having reviewed and approved the process to ensure compliance with legal and regulatory requirements [2][17]. - The company’s actual controller, Li Ming, holds a significant stake and will maintain control post-issuance, ensuring stability in the company's governance structure [17][18]. Group 5: Future Outlook - The company anticipates that the funds raised will enhance its operational capabilities and support its long-term strategic goals, thereby improving investor confidence and market perception [12][13]. - The issuance is expected to lead to a temporary dilution of earnings per share, which the company has acknowledged and is prepared to address through specific measures [5][10].