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 - The control of Dalian Shengya has changed hands, with Shanghai Tongcheng becoming the controlling shareholder through a private placement of shares and voting rights delegation [1][4][5]. Share Issuance and Control Change - Dalian Shengya plans to issue 38.64 million shares at a price of 24.75 yuan per share, raising approximately 956 million yuan [1][6]. - After the issuance, Shanghai Tongcheng will hold 23.08% of the shares and, with voting rights delegation, will control 30.88% of the voting rights, making it the controlling shareholder [1][4]. - Prior to the issuance, Xinhai Bay Investment held 24.03% of the shares, and after the issuance, its stake will decrease to 18.48% [2][3]. Financial Performance and Debt Situation - Dalian Shengya has faced continuous losses in recent years, with revenues of 205 million yuan, 157 million yuan, and 468 million yuan from 2021 to 2023, and net profits of -198 million yuan, -77.64 million yuan, and 34.38 million yuan respectively [9]. - As of the end of 2024, the company had a high debt level, with a debt-to-asset ratio of 85.75% and total debts of approximately 1.512 billion yuan [7][9]. - The funds raised from the share issuance will be used to repay debts and improve liquidity, but the company still faces significant financial challenges [6][8].

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]

Group 1 - Tongcheng Travel plans to acquire control of Dalian Shengya through a private placement, which has led to a fluctuation in Dalian Shengya's stock price [2] - Dalian Shengya announced a private placement of up to 38.64 million shares, raising a total of no more than 956 million yuan, with a placement price of 24.75 yuan per share [2] - The funds raised will be used to repay debts and supplement working capital, which is expected to help resolve debt issues and restore bank credit [2] Group 2 - After the completion of the private placement, Shanghai Tongcheng will hold 23.08% of the shares and will obtain a total of 30.88% of the voting rights through a voting rights entrustment arrangement, granting Tongcheng indirect control over Dalian Shengya [2] - Tongcheng Travel stated that it will maintain the stability and independence of Dalian Shengya's existing management team [2] - The strategic cooperation aims to focus on core business, enhance industry chain integration, improve profitability and development quality, and elevate the tourism economy in Northeast China [2] Group 3 - Dalian Shengya is the only publicly listed company in A-shares with a marine park concept, operating major attractions such as Dalian Shengya Ocean World, Shengya Polar World, and Harbin Polar Park Ocean Museum [3]

Core Viewpoint - Dalian Shengya, known as the "first stock of ocean parks," is undergoing a significant transformation after a seven-year control dispute and nearly five years of losses exceeding 400 million yuan, with a recent fundraising plan to raise approximately 956 million yuan through a private placement at 24.75 yuan per share [1][4][5] Group 1: Fundraising and Control - The private placement will allow Tongcheng Travel to indirectly acquire control of Dalian Shengya with a total voting power of 30.88% [2][3] - The funds raised will help alleviate Dalian Shengya's financial pressure, improve cash flow, repay debts, and support daily operations and business expansion [3][5] - Dalian Shengya aims to transition from a regional operator to a "cultural tourism ecological platform" through strategic cooperation with Tongcheng Travel [2][3] Group 2: Historical Context and Financial Performance - Dalian Shengya has faced a prolonged control struggle since 2018, leading to internal conflicts that have negatively impacted its performance [4][5] - The company has reported losses in four out of the last five years, with a cumulative loss exceeding 400 million yuan [5] - Despite a revenue increase of 7.93% in 2024, the company experienced a net loss of 70.18 million yuan, marking a significant decline [5] Group 3: Market Trends and Future Prospects - The trend of strategic partnerships between ocean park enterprises and cultural tourism companies is emerging, as seen with other companies like Haichang Ocean Park [7] - Dalian Shengya aims to become a leading enterprise in the "cultural tourism + IP + digitalization" sector [8] - The collaboration with Tongcheng Travel is expected to enhance Dalian Shengya's competitive edge through resource sharing and operational synergies [3][8]

Core Viewpoint - The control change and capital increase plan of Dalian Shengya Tourism Holdings Co., Ltd. is expected to resolve long-standing control disputes and improve the company's governance structure [1][4][5]. Group 1: Company Background - Dalian Shengya is the first tourism listed company in Northeast China, operating popular tourist attractions in Dalian and Harbin [2]. - The company previously launched an ambitious development strategy called the "Big White Whale Plan" to create a comprehensive cultural industry chain, but the results fell short of expectations [2][4]. - The current largest shareholder, Dalian Xinghaiwan Financial Business District Investment Management Co., Ltd., holds a 24.03% stake, with the Dalian State-owned Assets Supervision and Administration Commission recognized as the actual controller [2][3]. Group 2: Shareholder Structure and Control Issues - The second, third, and fourth largest shareholders are Pankin Equity Investment Fund Management (Shanghai) Co., Ltd., individual Yang Ziping, and Pankin Winning No. 6 Private Securities Investment Fund, with a combined stake of 19.46% [3]. - As of the end of Q1 this year, all shares held by the top four shareholders are under judicial freeze, raising concerns about potential changes in the company's equity structure and governance [3][4]. - The fragmented shareholder structure has led to difficulties in decision-making, with significant disagreements among major shareholders causing proposals to fail [3]. Group 3: Financial Performance and Future Prospects - Dalian Shengya has faced continuous losses due to various factors, including litigation costs and project delays, with an expected net loss of between 12.72 million and 19.08 million yuan for the first half of this year [4]. - The planned capital increase aims to raise 95.634 million yuan, which will be used to repay debts and improve liquidity, alleviating financial pressures on the company [6][7]. - The new controlling shareholder, Shanghai Tongcheng, is expected to provide additional financial support, including a loan of up to 250 million yuan to facilitate the company's operations [6][7]. Group 4: Strategic Collaboration and Future Development - Dalian Shengya plans to sign a strategic cooperation agreement with Yang Ziping and Suzhou Longyue Tiancheng Venture Capital Group to enhance its core business and improve profitability [6][7]. - The collaboration aims to transform Dalian Shengya from a regional operator to a cultural tourism ecosystem platform, leveraging the strengths of the new shareholders [7]. - The transaction is subject to approval from relevant authorities, including the State-owned Assets Supervision and Administration Commission and the Shanghai Stock Exchange [7].

Core Viewpoint - Dalian Shengya (600593.SH) has announced a private placement of A-shares, with the entire subscription by Shanghai Tongcheng Enterprise Management Partnership, a subsidiary of Tongcheng Travel (0780.HK), at a price of 24.75 yuan per share, totaling approximately 9.56 billion yuan. This transaction will grant Tongcheng Travel indirect control over Dalian Shengya, which will maintain its existing management team's stability and independence [1]. Group 1: Company Overview - Dalian Shengya, established in 1994, is the only A-share listed company focused on the marine park concept in China, operating major attractions such as Dalian Shengya Ocean World and Harbin Polar Park [2]. - The company holds a unique position in the A-share market, making it a scarce investment target for those interested in the cultural tourism industry [2]. - Dalian Shengya's financial indicators show a healthy business with a non-recurring profit of 20.79 million yuan and 57.86 million yuan for 2023 and 2024, respectively, alongside a gross margin of 61.5% and 59.73% for the same years [4]. Group 2: Strategic Partnership - The private placement is seen as a significant turning point for Dalian Shengya, focusing on core business, enhancing industry chain integration, and improving profitability and development quality [3]. - The partnership with Tongcheng Travel is expected to leverage industry synergies and deepen resource integration, enhancing the company's profitability [3]. Group 3: Financial Performance - Dalian Shengya's revenue from its four main business segments in 2024 was as follows: 408.55 million yuan from scenic area operations, 60.51 million yuan from commercial operations, 28.55 million yuan from animal operations, and 7.50 million yuan from hotel operations, with scenic area operations accounting for 80.87% of total revenue [6]. - The animal operations segment, which includes breeding technologies for species like penguins and seals, generated approximately 28.55 million yuan in revenue, showing a year-on-year growth of 96.15% [5][6]. Group 4: Market Context - The recent regulatory frameworks, referred to as the "New National Nine Articles" and "Merger Six Articles," encourage listed companies to focus on their core businesses and enhance development quality through mergers and acquisitions [3].

金融界消息 截至2025年7月29日收盘，大连圣亚（600593）报收于34.12元，下跌0.52%，换手率 16.27%，成交量20.96万手，成交金额7.59亿元。 资金流向方面，今日主力资金净流入6960.49万元，占比成交额9.17%。其中，超大单净流入1.24亿元、 占成交额16.38%，大单净流出5481.58万元、占成交额7.22%，中单净流出流出2826.27万元、占成交额 3.72%，小单净流出4134.22万元、占成交额5.44%。 天眼查商业履历信息显示，大连圣亚旅游控股股份有限公司，成立于1994年，位于大连市，是一家以从 事公共设施管理业为主的企业。企业注册资本12880万人民币，实缴资本3094.56万人民币。公司法定代 表人为杨子平。 大连圣亚最新一期业绩显示，截至2025一季报，公司营业总收入8431.67万元、同比减少7.88%，归属净 利润814.57万元，同比减少738.54%，扣非净利润1017.57万元，同比减少1526.26%，流动比率0.108、速 动比率0.096、资产负债率85.60%。 通过天眼查大数据分析，大连圣亚旅游控股股份有限公司共对外投资了34家企业 ...