Sunasia(SH:600593) Shang Hai Zheng Quan Bao·2025-09-09 21:58Group 1 - The core point of the announcement is that Dalian Sunasia Tourism Holding Co., Ltd. plans to sign a "Settlement Agreement" with Chongqing Shunyuan, a shareholder of the Zhenjiang project company, after obtaining necessary approvals [1][2][3] - The "Settlement Agreement" is subject to approval by the respective authorities of both parties and will define their rights and obligations [2][3] - The company held a board meeting on September 9, 2025, where the proposal to sign the "Settlement Agreement" was approved and is pending shareholder meeting review [3][4] Group 2 - The background of the transaction involves an investment agreement signed in December 2018, where Dalian Sunasia agreed to transfer part of its equity in Zhenjiang Dabaijing Ocean World to investors [4][5] - In 2019, the investors established a tourism special fund, raising 250 million yuan, with Dalian Sunasia's subsidiary contributing 125 million yuan [4][5] - Due to financial shortages and shareholder disputes, the Zhenjiang project has been suspended since October 2020, prompting negotiations for the "Settlement Agreement" to resolve disputes and facilitate project resumption [4][5] Group 3 - The main terms of the "Settlement Agreement" include Dalian Sunasia agreeing to pledge its 29.02% equity in Zhenjiang Dabaijing after lifting the freeze, with a pledge period initially set at five years [6][7] - If Dalian Sunasia fails to complete the equity pledge, it must provide equivalent bank deposits or other assets as collateral, with penalties for non-compliance [7][8] - Dalian Sunasia is also required to pledge animal assets valued at 50 million yuan within ten working days after signing the agreement [8][9] Group 4 - The agreement allows for the extension of the exit time for investors to no earlier than December 31, 2026, and adjusts the calculation of the agreed price to an 8% annual interest rate for the first three years and 10% thereafter [9][10] - Investors can exercise their exit rights after December 31, 2026, with specific conditions for asset evaluation and sale [10][11] - The agreement stipulates that if significant adverse changes occur in the Zhenjiang Dabaijing project before the exit date, investors can exercise their exit rights immediately [11][12] Group 5 - Dalian Sunasia is required to submit a withdrawal application to the Chongqing Arbitration Commission within 15 working days after completing the agreement's initial terms [14] - The costs related to the agreement, including pledge fees and evaluation fees, will be shared between both parties [14] - Following the signing of the "Settlement Agreement," the company will work with other shareholders to advance financing for the Zhenjiang project to resume construction and operations [14]