容诚会计师事务所（特殊普通合伙）关于北京三夫户外用品股份有限 公司向特定对象发行股票变更签字会计师的承诺函 （以下无正文，为《容诚会计师事务所（特殊普通合伙）关于北京三夫户外用品 股份有限公司向特定对象发行股票变更签字会计师的承诺函》签署页） 深圳证券交易所： 北京三夫户外用品股份有限公司（以下简称"发行人"、"公司"）于 2024 年 1 月 22 日向贵所提交向特定对象发行股票的申请（以下简称"本次发行申请"）， 于 2024 年 7 月 26 日被受理。容诚会计师事务所（特殊普通合伙）担任本次发行 的审计机构。本次变更前，签字注册会计师为王英航、祝永立、董超，现拟变更 为王英航、祝永立。 变更事由：因内部工作调整，公司 2024 年度财务报告审计机构及内控审计 机构、向特定对象发行股票的签字注册会计师发生变更。 本次变更仅涉及签字人员数量调整，不涉及新增签字注册会计师的情形。 董超承诺对此前签署材料的真实性、准确性、完整性负责，并将一直承担相 应法律责任，确保相关文件不存在虚假记载、误导性陈述和重大遗漏。 同时，变更过程中相关工作安排已有序交接。上述变更事项不会对发行人本 次发行申请构成不利影响，不会对 ...

Group 1 - The company received an inquiry letter from Shenzhen Stock Exchange regarding its application for a specific object stock issuance on August 15, 2024 [1] - The company, along with relevant intermediaries, carefully studied and responded to the questions listed in the inquiry letter and updated the prospectus and other application documents [1] - The company has disclosed its 2024 annual report and 2025 first quarter report, and further updates to the application documents were made in May 2025 [2] Group 2 - The issuance of stocks to specific objects is subject to approval from the Shenzhen Stock Exchange and the China Securities Regulatory Commission [2] - There is uncertainty regarding whether the company will pass the review by the Shenzhen Stock Exchange and obtain registration approval from the China Securities Regulatory Commission [2] - The company will fulfill its information disclosure obligations in a timely manner based on the progress of this matter [2]

Core Insights - The tourism market in Qingdao is experiencing a long-tail effect post the "May Day" holiday, with a significant increase in visitor numbers and a vibrant nightlife scene attracting young travelers [1] - The rise of night economy and camping economy in the Shinan District is contributing to a new wave of consumer spending, showcasing diverse new business models and enhancing the local economy [2][3] Group 1: Tourism and Visitor Trends - During the "May Day" holiday, Shinan District's historical area attracted 1.57 million visitors, averaging over 310,000 daily, marking a year-on-year increase of 19.88% [1] - Young travelers are particularly drawn to interactive and immersive local bars and live music venues, which have become popular social spots [1] Group 2: Night Economy and New Business Models - The night economy is thriving, with bustling seafood markets and a variety of dining options, including fresh seafood paired with local beer, becoming a staple of local nightlife [2] - The camping economy is emerging, with diverse activities combining camping with food, scenic spots, and educational experiences, making Shinan an ideal camping destination [2] - Sales of camping gear are increasing, with outdoor product stores reporting a surge in tent sales and the introduction of online purchasing options for convenience [2] Group 3: Economic Development Initiatives - The Shinan District plans to enhance support for the night economy and other new economic models, focusing on infrastructure improvements and optimizing the consumer environment to sustain growth [3]

Core Viewpoint - The acquisition of Skechers by 3G Capital marks the largest merger deal in the footwear industry to date, with a transaction value of approximately $9.4 billion (around 68 billion RMB) at a cash price of $63 per share, expected to be completed in Q3 of this year [2][3]. Company Overview - Skechers, founded in 1992, focuses on affordable athletic and casual footwear, becoming the third-largest sports brand globally with sales of $8.97 billion in 2024, following Nike and Adidas [2][5]. - The company entered the Chinese market in 2007 and has localized its supply chain, with over 90% of products sold in China being "Made in China" [5]. Financial Performance - In 2024, Skechers achieved a sales revenue of $8.97 billion, a 12% year-on-year increase, marking a historical high, with revenue nearly doubling over the past five years [6]. - However, the company faces challenges, including a 16% decline in sales in China over two consecutive quarters and rising costs due to recent tariff policies affecting its supply chain [6]. Strategic Implications - The decision to go private is seen as a strategic move to mitigate pressures from public markets and to allow for business adjustments in response to trade uncertainties [6]. - 3G Capital's acquisition strategy typically involves identifying high-potential brands in struggling conditions, which aligns with Skechers' current situation [9]. Market Context - The global athletic footwear market is projected to grow at a compound annual growth rate of 5% from 2024 to 2029, indicating potential for further expansion [9]. - Skechers' current price-to-earnings ratio of 14 is significantly lower than that of its competitors, making it an attractive acquisition target for 3G Capital [9]. Acquisition Strategy - Unlike previous acquisitions, 3G Capital plans to retain Skechers' current CEO and management team, indicating a shift towards a more collaborative approach rather than aggressive restructuring [10]. - This acquisition reflects a broader trend in the consumer sector, where significant merger and acquisition activity is occurring across various industries, including food and beverage, apparel, and small appliances [12][16].

Economic Performance - Suqian achieved a GDP of 1079.34 billion yuan in Q1, with a year-on-year growth of 6.6% [1] - The city focuses on project attraction, signing 135 industrial projects worth over 100 million yuan, showing an increase in both quantity and scale compared to the previous year [1] Project Development - In Q1, 108 new industrial projects worth over 100 million yuan commenced, reflecting a strong commitment to project development [2] - The construction of major projects, such as the Lian-Suqian Expressway, is progressing well, with 81.4% of the total pile foundation completed [2] Policy Support - Suqian distributed 3.07 billion yuan in industrial development subsidies, benefiting over 500 projects, with a focus on streamlined access to funds for eligible enterprises [3] - The city has implemented a "one enterprise, one policy" approach to enhance service efficiency for key industries [3] Trade and Investment - Suqian is enhancing its external trade and investment environment, establishing a provincial-level characteristic park focused on brewing and a bonded logistics center [4] - The city has facilitated 30.4 billion yuan in non-repayable loans to support small and micro enterprises, marking a 10.9% increase [5] Financial Environment - The total credit loan balance for enterprises in Suqian reached 362.73 billion yuan, with a year-on-year growth of 26.63% [6] - The city is committed to improving its business environment, aiming for a "2025 Business Environment Improvement Year" to enhance operational efficiency and reduce costs for businesses [6] Talent Attraction - In Q1, Suqian attracted 48 talent technology projects, expanding the benefits of housing vouchers to more skilled workers [7] - The city aims to support over 35,000 high-skilled talents through enhanced policies [7]

Investment Rating - The report assigns a "Hold" rating for the company, Zhejiang Natural [1] Core Views - The company has shown strong performance with a continuous expansion of its product matrix, achieving a revenue of 1 billion yuan in 2024, a year-on-year increase of 21.7%, and a net profit of 190 million yuan, up 41.7% year-on-year [6][17] - The company is actively expanding its market share and optimizing its product structure, with significant growth in overseas production capacity [6][30] - The outdoor equipment market is expected to grow steadily, providing ample opportunities for the company [16] Financial Performance Summary - Revenue projections for 2024A, 2025E, 2026E, and 2027E are 1002.35 million yuan, 1380.00 million yuan, 2009.16 million yuan, and 2439.80 million yuan respectively, with growth rates of 21.75%, 37.68%, 45.59%, and 21.43% [2] - The net profit attributable to the parent company is projected to be 185.13 million yuan in 2024A, increasing to 471.49 million yuan by 2027E, with growth rates of 41.67%, 51.24%, 37.55%, and 22.43% [2] - The earnings per share (EPS) is expected to rise from 1.31 yuan in 2024A to 3.33 yuan in 2027E [2] Product and Market Insights - The company has a diverse product matrix, with significant revenue contributions from inflatable mattresses, outdoor bags, and other main businesses, achieving respective revenue growth rates of 13.9%, 30.9%, and 48.0% in 2024 [6][27] - The company has established long-term stable partnerships with over 200 global brands, including Decathlon and REI, enhancing its market presence [7][18] - The overseas sales accounted for 79.8% of total revenue in 2024, reflecting the company's strong international market position [18] Growth Strategy and Outlook - The company is focusing on expanding its overseas production capacity, particularly in Cambodia and Vietnam, which is expected to contribute significantly to revenue and profit in the coming years [29][30] - The outdoor equipment market is projected to grow from approximately 26.29 billion USD in 2024 to 34.9 billion USD by 2029, indicating a favorable market environment for the company [16][19] - The company aims to maintain high growth rates in its key product categories, with expectations of continued revenue and profit increases driven by its global expansion strategy [30][47]

| 运动·快乐·梦想 | 证券代码：002780 | 公告编号：2025-029 | 证券简称：三夫户外 | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 北京三夫户外用品股份有限公司 | 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、 | | | | | | | | | | | | 误导性陈述或重大遗漏。 | 根据中国证券监督管理委员会发布的《监管规则适用指引——发行类第 | 7 号》及相 | | | | | | | | | | | 关规定，北京三夫户外用品股份有限公司（以下简称"公司"或"本公司"）现将截至 | 一、 | 前次募集资金情况 | | | | | | | | | | | 经中国证券监督管理委员会证监许可2021173 号文《关于核准北京三夫户外用品 | 股份有限公司非公开发行股票的批复》的核准，公司向特定投资者非公开发行人民币普 | | | | | | | | | | | | 12,218,843 股，每股发行价人民币为 | 15. ...

Core Viewpoint - The report provides an overview of the fundraising activities and the utilization of the raised funds by Beijing Sanfu Outdoor Products Co., Ltd, confirming that the funds have been used in accordance with regulatory guidelines and for the intended projects [1][2]. Fundraising Situation - The company raised a total of RMB 193.18 million through a non-public offering of 12,218,843 shares at RMB 15.81 per share, with net proceeds amounting to RMB 185.99 million after deducting issuance costs of RMB 7.19 million [2][5]. - The funds were deposited into a dedicated account on September 27, 2021, and verified by RSM China [1][2]. Fund Management - The company established a fundraising management system to ensure the proper use of funds, adhering to principles of regulation, safety, efficiency, and transparency [2]. - A tripartite supervision agreement was signed with Beijing Bank and Xinda Securities to manage the funds [2]. Fund Utilization - As of December 31, 2024, the total amount of funds utilized was RMB 185.99 million, with RMB 146.70 million allocated to the committed investment project and RMB 39.30 million used to supplement working capital [2][3]. - The company generated interest income of RMB 2.27 million and investment income of RMB 2.31 million from the funds [3][5]. Project Adjustments - The company adjusted the internal structure of the investment project, reallocating funds from facility and equipment purchases to store upgrades and marketing for the X-BIONIC brand [3][4]. - The adjustments were made to enhance operational efficiency and focus on brand promotion amidst industry challenges [4]. Remaining Funds - As of December 31, 2024, there were no remaining funds from the previous fundraising activities, as all funds were utilized or reallocated [4][5]. - The company permanently supplemented working capital with the remaining funds, totaling RMB 39.30 million, after the closure of the fundraising account [5]. Project Performance - The X-BIONIC project has shown stable revenue growth, with the company focusing on expanding sales channels and enhancing marketing efforts [4][5]. - The project has met its expected performance metrics, with a cumulative production utilization rate indicating successful implementation [5].

运动·快乐·梦想 证券代码：002780 证券简称：三夫户外 公告编号：2025-033 北京三夫户外用品股份有限公司 关于召开 2025 年第三次临时股东大会的通知 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、 误导性陈述或重大遗漏。 一、召开会议的基本情况 章、规范性文件和《公司章程》的相关规定。 第 1 页 共 6 页 运动·快乐·梦想 （4）根据相关法规应当出席股东大会的其他人员。 （1）现场会议时间：2025 年 5 月 28 日（星期三）下午 15:00 （2）网络投票时间：2025 年 5 月 28 日 通过深圳证券交易所交易系统进行网络投票的具体时间为：2025 年 5 月 28 日上午 通过深圳证券交易所互联网投票系统进行投票的具体时间为：2025 年 5 月 28 日上午 通过深圳证券交易所交易系统和互联网投票系统（网址：http://wltp.cninfo.com.cn） 向公司股东提供网络形式的投票平台，股东可以在网络投票时间内通过上述系统行使表 决权。公司股东应选择现场投票、网络投票中的一种方式，如果同一表决权出现重复投票 表决的，以第一次有效投票结果为准 ...

运动·快乐·梦想 证券代码：002780 证券简称：三夫户外 公告编号：2025-032 北京三夫户外用品股份有限公司 本公司及董事会全体成员保证信息披露的内容真实、准确、完整，没有虚假记载、 误导性陈述或重大遗漏。 一、 交易情况概述 北京三夫户外用品股份有限公司（以下简称"公司"）于 2025 年 5 月 12 日召开第五届董 事会第十五次会议、第五届监事会第十五次会议，审议通过了《关于公司、实际控制人为公 司申请委托贷款提供担保暨关联交易的议案》。因日常经营需要，公司拟与北京中关村科技融 资担保有限公司、北 京 银 行中关村分行签署本金不超过（含）3,500 万元的委托贷款协议，向 北京中关村科技融资担保有限公司申请本金不超过（含）3,500 万元的委托贷款，并以自有房 产（北京市昌平区陈家营西路 3 号院 23 号楼负一层至三层）向北京中关村科技融资担保有限 公司提供抵押担保，公司实际控制人张恒先生为公司提供连带责任保证担保。贷款期限不超 过（含）六个月，借款利率为 5.10%，保证期限自委托贷款协议成立之日至主债权履行期间届 满后三年。公司授权总经理张恒先生代表公司签署与本次授信相关的所有合同、协议 ...