Summary of Key Points Core Viewpoint Dalian Shengya Tourism Holdings Co., Ltd. has disclosed its recent regulatory measures and penalties imposed by securities regulatory authorities over the past five years, along with the corresponding rectification measures taken by the company. Group 1: Regulatory Penalties - The company received a warning and a fine of 300,000 yuan for exceeding the reporting threshold for shareholding changes and a fine of 15 million yuan for trading during the restriction period [1] - The Shanghai Stock Exchange issued a public reprimand to the shareholder, Pankin Equity Investment Fund Management (Shanghai) Co., Ltd., for failing to stop trading after reaching a 5% shareholding and for incomplete disclosure of information [2][3] - The company faced a warning from the Shanghai Stock Exchange for failing to timely and prudently handle information disclosure matters, violating relevant regulations [4][6] Group 2: Rectification Measures - The company has emphasized the importance of information disclosure and is continuously improving its management practices to ensure the accuracy and completeness of disclosures [4][6] - The company has taken steps to enhance communication with regulatory authorities and improve the quality of information disclosure [9][11] - The involved parties, including former executives, have ceased to hold any positions within the company since March 6, 2023, following the penalties [1][3][11]

大连圣亚旅游控股股份有限公司 简式权益变动报告 上市公司名称：大连圣亚旅游控股股份有限公司 股票上市地点：上海证券交易所 股票简称：大连圣亚 股票代码：600593 信息披露义务人：杨子平、蒋雪忠 通讯地址：浙江省杭州市远洋国际中心D座 股份变动性质：减少（表决权委托） 签署日期：二〇二五年七月 信息披露义务人声明 一、信息披露义务人依据《中华人民共和国公司法》、《中华人民共和国证 券法》、《上市公司收购管理办法》、《公开发行证券的公司信息披露内容与格 式准则第15号－权益变动报告书》及其他相关的法律、法规编写本报告书。 二、信息披露义务人签署本报告书已获得必要的授权和批准，其履行亦不违 反信息披露义务人章程或内部规则中的任何条款，或与之相冲突。 三、依据《中华人民共和国证券法》、《上市公司收购管理办法》的规定， 本报告书已全面披露信息披露义务人在大连圣亚旅游控股股份有限公司中拥 有权益的股份变动情况。 截至本报告书签署日，除本报告书披露的持股信息外，信息披露义务人没有 通过任何其他方式增加或减少其在大连圣亚旅游控股股份有限公司中拥有权 益的股份。 四、本次权益变动是根据本报告所载明的资料进行的。除本信息披露 ...

证券代码：600593 证券简称：大连圣亚 公告编号：2025-031 大连圣亚旅游控股股份有限公司 本公司监事会及全体监事保证本公告内容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、准确性和完整性承担法律责任。 一、监事会会议召开情况 大连圣亚旅游控股股份有限公司（以下简称"公司"或"本公司"）第九届 五次监事会会议于 2025 年 7 月 23 日通过电子邮件等方式发出会议通知，于 2025 年 7 月 26 日以现场结合通讯表决方式召开。本次会议应出席监事 5 人，实际出 席监事 5 人（其中：以通讯表决方式出席监事 2 人）。本次会议由公司监事郑军 伟召集并主持，本次监事会会议的召开符合《公司法》和《公司章程》的规定。 二、监事会会议审议情况 表决结果：同意 5 票、反对 0 票、弃权 0 票。 具体内容详见同日披露于公司指定信息披露媒体的《关于拟签署 <战略合作> 协议>暨关联交易的公告》（公告编号：2025-032）。 表决结果：同意 5 票、反对 0 票、弃权 0 票。 根据《中华人民共和国公司法》、《中华人民共和国证券法》、《上市公司 证券发行注册管理办法》等法律、法规和规 ...

Group 1 - The core viewpoint of the article is that Dalian Shengya Tourism Holdings Co., Ltd. has received approval from its supervisory board to implement the 2025 Restricted Stock Incentive Plan, confirming the company's eligibility to do so under relevant laws and regulations [1][2] - The supervisory board has verified that the company meets the conditions for implementing the stock incentive plan, including the absence of negative audit opinions on financial reports and internal controls in the most recent accounting year [1] - The incentive plan will not include company supervisors, independent directors, or shareholders holding more than 5% of the company's shares, ensuring that the plan aligns with legal and regulatory requirements [2] Group 2 - The plan aims to enhance the sense of responsibility and mission among key employees, contributing to the sustainable and healthy development of the company [2] - The supervisory board unanimously agrees that the implementation of this stock incentive plan will not harm the interests of the company and all shareholders [2]

Group 1 - Dalian Shengya (600593) has announced a private placement plan to issue A-shares, with the entire subscription by Shanghai Tongcheng Enterprise Management Partnership (Limited Partnership), a subsidiary of Tongcheng Travel (00780.HK), at a price of 24.75 yuan per share, totaling approximately 956 million yuan [1] - After the completion of the private placement, Shanghai Tongcheng will hold 23.08% of Dalian Shengya's shares and will become the controlling shareholder, as the company will have no actual controller post-transaction [1][2] - The controlling shareholder change will occur as Yang Ziping and his associate Jiang Xuezhong have signed a voting rights entrustment agreement with Shanghai Tongcheng, delegating their voting rights for a total of 1,306,000 shares for 36 months [1] Group 2 - The strategic intent of the new controlling shareholder is to use Dalian Shengya as a core platform for its cultural tourism operations, aiming to enhance existing projects, develop local tourism in Dalian, and integrate tourism assets [2] - A commitment letter has been issued to maintain the independence of Dalian Shengya post-acquisition, ensuring the stability and independence of the existing management team [2] - Dalian Shengya plans to sign a strategic cooperation agreement with Yang Ziping and Longyue Tiancheng, focusing on core business, strengthening industry chain integration, and enhancing profitability and development quality [2][3] Group 3 - Dalian Shengya's recent private placement is viewed as a significant turning point in its development, with expectations of enhanced profitability through industry collaboration with Tongcheng Travel [3] - The company has reported a forecasted net loss of 19.08 million to 12.72 million yuan for the first half of 2025, marking a shift from profit to loss compared to the previous year, primarily due to decreased visitor numbers and revenue [4] - Dalian Shengya, established in 1994, is the only A-share listed company focused on marine parks in China, operating major attractions including Dalian Shengya Ocean World and Harbin Polar Park [3]

Major Events - The actual controller, chairman, and CEO of Juran Smart Home, Wang Linpeng, passed away on July 27, 2025. He held a total of 43.93% of the company's shares. The board has appointed Wang Ning as the acting chairman and CEO [3] - Shennong Group has decided to terminate its plan for a specific stock issuance for 2024 due to changes in market conditions and will withdraw its application [5] - Xizhuang Co. plans to establish a joint venture to engage in sustainable aviation fuel-related business with a registered capital of 5 million yuan, where Xizhuang will contribute 1.1 million yuan [6] - Shandong Gold's subsidiary, Shanjin International, intends to issue H-shares and apply for listing on the Hong Kong Stock Exchange [7] - Luopusi Co. plans to acquire a 38.38% stake in Wuhan Senfurui Technology Co. for 8.82 million yuan [8] - Hengxin Life plans to invest no more than 505 million yuan to build a biodegradable product production base in Hefei, Anhui Province [9] - Hetai Machinery announced it has not participated in the Yaxi project construction, which is still in the early stages [10] - Kaishan Co. plans to acquire a 5% stake in SMGP for 3 million USD, resulting in full ownership of the company [11] - Ruian New Materials intends to terminate its raw material project due to uncertainties in the second phase of construction [12] - Zhonghua Equipment plans to purchase 100% equity of Yiyang Rubber Machine and Beihua Machine, with stock resuming trading on July 29, 2025 [13] - Huizhou Intelligent announced that a board member has resigned due to being identified as a dishonest executor [14] - Xuefeng Technology plans to acquire a 51% stake in Shengshi Putian for 154 million yuan [15][16] - Top Cloud Agriculture intends to establish a wholly-owned subsidiary focused on artificial intelligence technology with an investment of 20 million yuan [17] - Shiming Technology's actual controller is under detention, but it does not affect the company [18] - Dahua Intelligent is under investigation by the CSRC for suspected information disclosure violations [19] - Dalian Shengya plans to change its controlling shareholder and will resume trading on July 29, 2025 [20] - Fashilong has signed a share transfer agreement and will resume trading on July 29, 2025 [21] - Guangku Technology plans to acquire control of Anjie Xun, with trading suspended from July 29, 2025 [22] - Tianyi Co. has been selected as a candidate for a procurement project by China Mobile [23] - Zhongtung High-tech's subsidiary plans to implement a 1.4 billion drill bit intelligent manufacturing project with an investment of 178 million yuan [24] Performance Overview - WuXi AppTec reported a net profit of 8.561 billion yuan for the first half of 2025, a year-on-year increase of 101.92% [25] - Sujiao Science and Technology's net profit decreased by 39.54% year-on-year, with a revenue of 1.776 billion yuan [26] - Aide Biology achieved a net profit of 189 million yuan, up 31.41% year-on-year [27] - Huicheng Environmental's net profit dropped by 85.63% year-on-year, with a revenue of 564 million yuan [28] - Haida Group reported a net profit of 2.639 billion yuan, a year-on-year increase of 24.16% [30] Major Contracts - Weiye Co. won a construction project worth approximately 522 million yuan [31] - Fosun Pharma's subsidiary signed a licensing agreement for a drug targeting Alzheimer's disease [32] - Huafeng Aluminum plans to sign a raw material purchase contract with Yulin New Materials, with an estimated total amount exceeding 7.2 billion yuan [33] Shareholding Changes - Suneng Co. plans to reduce its stake by up to 1% [34] - Shengyang Technology's shareholder plans to reduce its stake by up to 1% [35] - Jingquan Hua's shareholder plans to reduce its stake by up to 1% [36] - Tigermed plans to reduce its stake by up to 3% [38] Financing Activities - Huhua Co. plans to raise no more than 586 million yuan through a private placement for various projects [39]

Core Viewpoint - Dalian Shengya Tourism Holdings Co., Ltd. is undergoing a strategic partnership with Shanghai Tongcheng Enterprise Management Partnership, which will result in a significant change in its ownership structure and governance, aimed at enhancing its operational capabilities and financial stability [1][2][3]. Group 1: Share Issuance and Ownership Changes - The company plans to issue up to 38.64 million shares at a price of 24.75 yuan per share, raising a total of no more than 956.34 million yuan [1]. - After the issuance, Shanghai Tongcheng will hold 23.08% of Dalian Shengya's shares, and with the voting rights entrusted by existing shareholders, it will control 30.88% of the voting rights [2]. - The existing major shareholders will be encouraged to resign and support the nomination of new directors proposed by Shanghai Tongcheng, aiming for a majority presence on the board [2]. Group 2: Financial Utilization and Strategic Goals - The funds raised will be used to repay debts and supplement working capital, which is expected to help the company resolve its debt issues and restore bank credit [2]. - The strategic cooperation aims to focus on core business, enhance industry chain integration, and improve profitability and development quality, contributing to the upgrade of the Northeast tourism economy [3]. - The partnership intends to transform Dalian Shengya into a core platform for cultural tourism operations, leveraging resources and expertise to strengthen its market position in the "cultural tourism + IP + digitalization" sector [3]. Group 3: Company Background and Recent Performance - Dalian Shengya, established in 1994, is the only publicly listed company in China focused on marine parks, operating major attractions such as Dalian Shengya Ocean World and Harbin Polar Park [4]. - The company recently forecasted a net loss of approximately 19.08 million to 12.72 million yuan for the first half of 2025, a significant decline attributed to decreased visitor numbers and revenue [4]. - Dalian Shengya's stock was suspended from trading on July 22, 2025, and prior to suspension, it closed at 34.3 yuan per share, reflecting a 5.05% increase [4].

Core Viewpoint - 大连圣亚 is undergoing a significant change in its ownership structure through a stock issuance to Shanghai Tongcheng, which will result in a shift in control of the company [3]. Group 1: Financial Performance - In the fiscal year from January to December 2024, 大连圣亚's revenue composition is as follows: tourism services account for 99.69%, other services account for 0.3%, and other businesses account for 0.02% [1]. Group 2: Corporate Actions - On July 28, 2025, 大连圣亚 announced a board meeting to approve a plan for a specific issuance of A-shares, with a maximum issuance not exceeding 30% of the total shares before the issuance [3]. - Following the issuance, Shanghai Tongcheng will hold 38,640,000 shares, representing 23.08% of the total shares post-issuance [3]. - A voting rights delegation agreement was signed between shareholders 杨子平 and 蒋雪忠 and Shanghai Tongcheng, allowing the latter to exercise voting rights for a total of 51,702,532 shares, which will account for 30.88% of the total shares post-issuance [3].

大连圣亚旅游控股股份有限公司 收购报告书摘要 签署日期：二〇二五年七月 上市公司： 大连圣亚旅游控股股份有限公司 上市地点： 上海证券交易所 股票简称： 大连圣亚 股票代码： 600593 收购人名称： 上海潼程企业管理合伙企业（有限合伙） 住 所： 上海市嘉定区真新新村街道万镇路 599 号 2 幢 5 层 J 通讯地址： 上海市嘉定区真新新村街道万镇路 599 号 2 幢 5 层 J 大连圣亚旅游控股股份有限公司 收购报告书摘要 收购人声明 一、本报告书摘要系收购人依据《公司法》《证券法》《收购管理办法》《格 式准则第 16 号》及其他相关法律、法规及部门规章的有关规定编写。 二、依据上述法律法规的规定，本报告书摘要已全面披露了收购人在大连圣 亚拥有权益的股份。截至本报告书摘要签署日，除本报告书摘要披露的持股信息 外，上述收购人没有通过任何其他方式在大连圣亚拥有权益。 三、收购人签署本报告书摘要已获得必要的授权和批准，其履行亦不违反收 购人章程或内部规则中的任何条款，或与之相冲突。 四、本次收购所涉及向特定对象发行股票尚需履行的相关程序包括：本次发 行经有权国有资产监督管理单位批准；本次发行经上市公司股东 ...

关于股东权益变动的提示性公告 证券代码：600593 证券简称：大连圣亚 公告编号：2025-028 大连圣亚旅游控股股份有限公司 二、其他相关说明 （一）本次权益变动不会导致公司控股股东及实际控制人发生变化。 公司董事会及全体董事保证本公告内容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、准确性和完整性承担法律责任。 重要内容提示： 一、本次权益变动基本情况 本次权益变动方式为表决权委托。2025年7月26日，公司召开董事会会议审 议通过2025年度向特定对象发行A股股票预案等相关议案，并于同日签署《股份 认购协议》。同日，公司股东杨子平及其一致行动人蒋雪忠与上海潼程签订《表 决权委托协议》，杨子平将其所持有的上市公司10,591,591股股份、蒋雪忠将其 持有的上市公司2,470,941股股份对应表决权不可撤销地委托给上海潼程行使。上 2025年7月26日，大连圣亚旅游控股股份有限公司（以下简称"公司"或"上 市公司"）召开董事会会议审议通过2025年度向特定对象发行A股股票预案 等相关议案，并于同日签署《大连圣亚旅游控股股份有限公司向特定对象发 行股票之附条件生效的股份认购协议》（以 ...