北京市中伦律师事务所 关于上海潼程企业管理合伙企业（有限合伙） 免于发出要约事项的 法律意见书 二〇二五年七月 致：上海潼程企业管理合伙企业（有限合伙） 北京市中伦律师事务所（以下简称"本所"或"本所律师"）接受委托，担 任上海潼程企业管理合伙企业（有限合伙）（以下简称"上海潼程"或"收购 人"）通过接受表决权委托及认购大连圣亚旅游控股股份有限公司（以下简称 "大连圣亚"或"上市公司"）定向发行的股份（以下简称"本次发行"）取得 上市公司 30%以上表决权事项（以下简称"本次收购"）的专项法律顾问。 本所根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中华 人民共和国证券法》（以下简称"《证券法》"）、中国证券监督管理委员会 （以下简称"中国证监会"）颁布的《上市公司收购管理办法》（以下简称 "《收购管理办法》"）和《律师事务所从事证券法律业务管理办法》《律师事 务所证券法律业务执业规则（试行）》等有关规范性文件的规定，按照律师行业 公认的业务标准、道德规范和勤勉尽责精神，就收购人本次收购所涉及的免于发 出要约事项出具本法律意见书。 为出具本法律意见书，本所特作如下声明： 1. 本所律师根据《律师事 ...

Core Viewpoint - Dalian Shengya Tourism Holdings Co., Ltd. plans to issue up to 38.64 million shares at 24.75 yuan per share, raising no more than 956 million yuan, with the entire subscription by Shanghai Tongcheng, which will become the controlling shareholder with a 23.08% stake and 30.88% voting rights [2][3] Group 1: Financial and Operational Impact - The introduction of Tongcheng Travel as an investor is expected to help Dalian Shengya resolve debt issues and support ongoing project construction, enhancing financial stability and operational capacity [3] - Dalian Shengya has two ongoing projects, which are currently stalled due to funding shortages, highlighting the urgency of financial support [3] - The company has shown significant revenue growth, with projected revenues of 157 million yuan, 468 million yuan, and 505 million yuan for 2022 to 2024, respectively, despite recent losses [3][4] Group 2: Strategic Development and Future Outlook - The strategic partnership aims to transform Dalian Shengya from a regional operator to a "cultural tourism ecosystem platform," focusing on industry chain integration and enhancing profitability [5] - After gaining control, Tongcheng Travel plans to use Dalian Shengya as a core platform for its cultural tourism operations, aiming for resource integration and business synergy [6] - The long-term appeal of marine-themed tourism is acknowledged, but building a complete theme park cluster requires significant time and investment, which Tongcheng's involvement may expedite [6]

Core Viewpoint - Dalian Shengya plans to raise no more than 956.3 million yuan through a private placement of shares to Shanghai Tongcheng, which will lead to a change in control of the company [1] Group 1: Fundraising Details - Dalian Shengya intends to issue up to 38.64 million A-shares at a price of 24.75 yuan per share, aiming to raise a total of approximately 956.3 million yuan [1] - The funds raised will primarily be used for debt repayment and to supplement working capital [1] Group 2: Control Change - The issuance will result in a change of control, with Shanghai Tongcheng becoming the controlling shareholder, and the company will have no actual controller [1] - The issuance is subject to approvals from relevant authorities, including state-owned asset supervision, the shareholders' meeting, the Shanghai Stock Exchange, and the China Securities Regulatory Commission [1]

Group 1: Logistics Industry - The total social logistics volume in China for the first half of the year reached 171.3 trillion yuan, reflecting a year-on-year growth of 5.6%, which is 0.3 percentage points higher than the GDP growth rate [1][2] - Industrial product logistics volume grew by 5.8%, contributing 85% to the overall logistics growth, with significant demand from the equipment manufacturing and high-tech manufacturing sectors, which saw growth rates of 10.9% and 9.7% respectively [1][2] - Consumer logistics also showed positive trends, with a 6.1% year-on-year increase, indicating the effectiveness of policies aimed at stimulating consumption [1] Group 2: Taxation and Personal Finance - Over 100 million taxpayers applied for tax refunds totaling over 130 billion yuan, while 7 million taxpayers reported additional taxes amounting to 480 million yuan [3][4] - The current personal income tax exemption threshold of 60,000 yuan accounts for approximately 62.7% of China's per capita GDP for 2024, which is significantly higher than the typical 40% in developed countries [3] Group 3: Automotive Industry - The establishment of China Changan Automobile Group with a registered capital of 20 billion yuan marks a significant restructuring in the automotive sector, positioning it as the third major state-owned automotive enterprise [5][6] - Changan's transition to an independent entity raises concerns about its ability to manage losses in its growing electric vehicle segment, which has seen increasing sales but also mounting losses [6] Group 4: Technology and Retail - Apple announced the closure of its first direct retail store in China, located in Dalian, due to issues with the shopping center, while continuing to expand its presence in other cities [7][8] - The company faces challenges in keeping up with competitors in AI and foldable phone technology, indicating a shift from being an industry leader to a follower [8] Group 5: Investment and Fund Management - Nearly 90 private equity firms have obtained the Hong Kong 9 license, allowing them to manage USD funds and expand their business internationally [11][12] - The trend of private equity firms seeking to establish a presence in Hong Kong reflects a growing interest from global investors in the Chinese market, although the ability to attract funding remains contingent on the firms' overall quality and performance [12][13] Group 6: Market Performance - The stock market experienced fluctuations with the Shanghai Composite Index rising by 0.33% and the ChiNext Index leading gains at 1.86%, amidst a mixed performance across sectors [16] - The market is currently facing uncertainties due to new trade negotiations between China and the US, which may impact investor sentiment [17]

Core Viewpoint - The control of Dalian Shengya has undergone significant changes with the announcement of a private placement of shares to Shanghai Tongcheng, which will result in Shanghai Tongcheng becoming the controlling shareholder of the company [1][5][7]. Group 1: Share Issuance and Control Changes - Dalian Shengya plans to issue 38.64 million shares at a price of 24.75 CNY per share, raising approximately 956 million CNY [1]. - After the issuance, Shanghai Tongcheng will hold 23.08% of the shares and, with voting rights entrusted from other shareholders, will control 30.88% of the voting rights, thus becoming the controlling shareholder [1][5]. - Prior to this issuance, the major shareholders included Xinghaiwan Investment with 24.03% and Panjing Fund with 19.47% [3][4]. Group 2: Financial Performance and Debt Situation - Dalian Shengya has faced continuous losses, with revenues of 205 million CNY, 157 million CNY, and 468 million CNY from 2021 to 2023, and net profits of -198 million CNY, -77.64 million CNY, and 34.38 million CNY respectively [11]. - As of the end of 2024, the company had a debt of approximately 1.512 billion CNY, with a high debt-to-asset ratio of 85.75% [10][12]. - The company reported a revenue of 505 million CNY in 2024, a year-on-year increase of 7.93%, but incurred a net loss of 70.18 million CNY [12]. Group 3: Future Plans and Strategic Direction - Shanghai Tongcheng, as an industrial investor, aims to maintain the independence of Dalian Shengya's management team while leveraging the company as a core platform for its cultural tourism operations [7]. - The strategy includes enhancing the company's capabilities through financial support and potential resource integration, with a vision to establish Dalian Shengya as a leader in the "cultural tourism + IP + digitalization" sector [7].

Core Viewpoint - Dalian Shengya (600593.SH), the only listed marine aquarium company in A-shares, is undergoing a significant change in control and financial restructuring to address its debt issues and enhance its operational capabilities [1][2][4] Group 1: Equity Issuance and Control Change - Dalian Shengya plans to issue up to 38.64 million shares at a price of 24.75 CNY per share, raising approximately 956 million CNY, which will be used for debt repayment and working capital [1] - After the issuance, Shanghai Tongcheng will hold 23.08% of Dalian Shengya's total shares, and the voting rights of existing shareholders will be irrevocably entrusted to Shanghai Tongcheng for 36 months [1] - The controlling shareholder will shift from Xinghai Bay Investment to Shanghai Tongcheng, resulting in Dalian Shengya having no actual controller due to the lack of a real controller at its indirect parent, Tongcheng Travel [1] Group 2: Strategic Cooperation and Industry Positioning - Dalian Shengya has signed a strategic cooperation agreement with Suzhou Longyue Tiancheng and Yang Ziping to transform the company into a global leader in the cultural tourism sector [2] - The collaboration aims to leverage Dalian Shengya as a platform for mergers and acquisitions in the cultural tourism industry, enhancing synergies and competitive advantages [2] - The shift in control from state-owned assets to Tongcheng Travel is intended to alleviate financial distress and focus on industry integration to establish Dalian Shengya as a leading enterprise in cultural tourism [2] Group 3: Financial Performance and Challenges - Dalian Shengya is facing declining profitability due to reduced visitor numbers and litigation costs, with projected net losses of 12.72 million to 19.08 million CNY for the first half of 2025 [2] - The company anticipates a significant decline in its net profit margin, with a year-on-year decrease of 97.54% to 98.36% for its non-recurring net profit [2] - Ongoing construction projects in Yingkou and Zhenjiang have been halted due to funding shortages, with a cumulative funding gap of approximately 800 million CNY [3] - As of March 2025, Dalian Shengya's debt-to-asset ratio reached 85.6%, highlighting the urgency of addressing its financial situation [4]

Group 1 - The core viewpoint of the news is that Dalian Shengya has announced a plan to issue A-shares to specific investors, with the aim of alleviating its financial difficulties and enhancing its position in the cultural tourism industry [1][2] - The shares are priced at 24.75 yuan per share, which is 80% of the average price over the previous 20 trading days, representing a 30% discount compared to the current market price of 35.38 yuan [2] - After the issuance, Shanghai Tongcheng will hold 23.08% of Dalian Shengya's shares and, combined with the voting rights entrusted by major shareholders, will control 30.88% of the voting rights, making it the controlling shareholder [1][2] Group 2 - Dalian Shengya's financial performance has been poor in recent years, with revenues of 1.14 billion yuan, 2.05 billion yuan, 1.57 billion yuan, 4.68 billion yuan, and 5.05 billion yuan from 2020 to 2024, while net profits were -699.8 million yuan, -1.978 billion yuan, -766.4 million yuan, 343.8 million yuan, and -701.8 million yuan respectively [2] - The company has projected a net loss of between -19.08 million yuan and -12.72 million yuan for the first half of 2025, indicating a significant decline compared to the previous year [2]

Core Viewpoint - Dalian Shengya (600593.SH) has announced a plan to issue A-shares to specific investors, aiming to raise approximately 956.34 million yuan to repay debts and enhance liquidity, which will lead to a change in control of the company [1][3][7]. Group 1: Share Issuance Details - The planned issuance price is set at 24.75 yuan per share, with a maximum of 38,640,000 shares to be issued, representing up to 30% of the company's total shares before the issuance [3][4]. - The specific investor for this issuance is Shanghai Tongcheng Enterprise Management Partnership, which is a holding entity established by Tongcheng Travel, listed on the Hong Kong Stock Exchange [1][3][6]. - Following the issuance, Shanghai Tongcheng will become the controlling shareholder, and the company will have no actual controller due to the lack of a controlling entity for Tongcheng Travel [3][4]. Group 2: Financial Condition and Objectives - The issuance aims to alleviate the company's debt and operational risks, positioning it as a leading enterprise in the cultural tourism sector through industry integration and IP operation [7]. - Dalian Shengya's consolidated asset-liability ratios were reported at 84.90%, 83.05%, 85.75%, and 85.60% for the end of 2022, 2023, 2024, and March 2025, respectively [7]. - The company has faced financial challenges, with net profits of -76.64 million yuan in 2022, 34.38 million yuan in 2023, and further losses projected for 2025 [8][9]. Group 3: Business Operations - Dalian Shengya primarily operates in the tourism and entertainment sector, managing attractions like Dalian Shengya Ocean World and Harbin Polar Park, focusing on scenic area operations, commercial activities, animal management, and hotel operations [6]. - Tongcheng Travel, the indirect controlling entity, offers a wide range of travel services, including transportation ticketing, accommodation booking, and tour packages, indicating potential synergies with Dalian Shengya's operations [6].

Group 1: Economic Policies and Initiatives - The Chinese government announced a child-rearing subsidy plan, providing 3,600 yuan annually for each child until the age of three, starting from January 1, 2025 [1] - The Ministry of Industry and Information Technology emphasized the need to strengthen governance in key industries such as new energy vehicles and solar energy, aiming to eliminate outdated production capacity through enhanced standards [1] - The National Taxation Administration reported that during the 14th Five-Year Plan period, tax revenue is expected to exceed 155 trillion yuan, accounting for about 80% of total fiscal revenue, with a cumulative reduction in taxes and fees of approximately 10.5 trillion yuan [1] Group 2: Corporate Developments - WuXi AppTec reported a 20.64% year-on-year increase in revenue to 20.799 billion yuan for the first half of 2025, with a net profit growth of 101.92% to 8.561 billion yuan [1] - The company adjusted its full-year revenue guidance upward, now expecting total revenue between 42.5 billion and 43.5 billion yuan [1] - China National Chemical Corporation plans to acquire 100% equity of Nantong Xingchen, with stock resuming trading [7] Group 3: Market Trends - The total market capitalization of listed companies in China surpassed 90 trillion yuan, marking the highest point in nearly three years [1] - The Shanghai Municipal Economic and Information Technology Commission issued measures to expand the application of artificial intelligence, including a 600 million yuan subsidy for computing power [1] - The Hong Kong stock market will implement a reduction in the minimum price fluctuation for stocks starting August 4, aimed at lowering trading costs and improving efficiency [1]

Group 1 - The "Childcare Subsidy System Implementation Plan" was announced, providing an annual subsidy of 3600 yuan for each child, regardless of whether it is the first, second, or third child, until the child reaches the age of three, starting from January 1, 2025 [7][8] - The subsidy is applicable to children under three years old born after January 1, 2025, and those born before that date but not yet three years old will receive a prorated amount based on the number of months eligible for the subsidy [8] - The plan aims to enhance economic vitality, with a cumulative reduction in taxes and fees expected to reach 10.5 trillion yuan during the "14th Five-Year Plan" period, alongside significant export tax refunds [8] Group 2 - The Shanghai Municipal Economic and Information Commission issued measures to expand artificial intelligence applications, including a support system for computing power, models, and data resources [15] - The Hong Kong Stock Exchange announced a reduction in the minimum price fluctuation for stocks, effective August 4, which is expected to lower trading costs and improve efficiency [15] - Companies like WuXi AppTec and JuCheng Co. reported significant profit increases in the first half of the year, with WuXi AppTec's net profit reaching 8.561 billion yuan, a year-on-year increase of 101.92% [16][17] Group 3 - Companies are actively engaging in significant asset restructuring and acquisitions, such as Light Library Technology planning to acquire control of Anjie Xun and Zhonghua Equipment's acquisition of 100% equity in two companies [18][19] - The stock of Aisilon has been suspended due to ongoing negotiations regarding a major asset restructuring, with the company expected to disclose relevant information within ten trading days [18] - The market is closely monitoring the performance of companies like Shangwei New Materials, which has seen its stock price deviate significantly from its fundamentals, indicating potential market risks [24] Group 4 - Analysts suggest focusing on industries that may benefit from an increase in birth rates, including maternal and infant chains, dairy products, and children's pharmaceuticals, as part of a broader economic strategy [24]