大连圣亚旅游控股股份有限公司收购报告书摘要

Group 1 - The acquisition involves Shanghai Tongcheng Enterprise Management Partnership acquiring control of Dalian Shengya Tourism Holding Co., Ltd. through a private placement of shares [1][11][12] - The acquisition aims to enhance the long-term value of Dalian Shengya and support sustainable development, particularly benefiting minority shareholders [11][12] - Shanghai Tongcheng will hold 38,640,000 shares, representing 23.08% of Dalian Shengya's total shares post-acquisition, and will control 30.88% of the voting rights [14][38] Group 2 - The acquisition requires approvals from various regulatory bodies, including the State-owned Assets Supervision and Administration Commission, the Shanghai Stock Exchange, and the China Securities Regulatory Commission [2][13] - The acquisition is structured to allow Shanghai Tongcheng to avoid making a mandatory tender offer due to the approval from non-related shareholders [38] - The share price for the acquisition is set at 24.75 yuan per share, which is 80% of the average trading price over the previous 20 trading days [17][18] Group 3 - Shanghai Tongcheng has committed to not transferring the newly acquired shares for 36 months following their listing [11][21] - The acquisition will result in a change of control, with Shanghai Tongcheng becoming the indirect controlling shareholder of Dalian Shengya through its partnership structure [15][38] - The acquisition is part of a broader strategy to integrate resources and improve the operational management of Dalian Shengya [11][12] Group 4 - The financial status of Shanghai Tongcheng is currently not disclosed as it has not commenced substantive operations [9] - The partnership structure indicates that Suzhou Longyue Tiancheng holds a 62.15% stake in Shanghai Tongcheng, thus controlling the partnership [6][7] - There have been no significant legal or regulatory penalties against Shanghai Tongcheng in the past five years [9]