02255 海昌海洋公园 展示文件：(007) 董事会函件
HAICHANG OCEAN PARK HOLDINGS LTD.
海昌海洋公园控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2255)
Executive Directors:
Mr. Qu Naijie (Chairman)
Mr. Qu Cheng
Mr. Li Kehui
Non-executive Directors:
Mr. Wang Xuguang
Mr. Go Toutou (Former name Wu Tongtong)
Mr. Yuan Bing
Registered ofice:
PO Box 309
Ugland House
Grand Cayman
KY1-1104
Cayman Islands
Head ofice in the PRC:
31st Flor, Building A
Foreshore Beach
World Trade Centre Phase 1
No. 4, Lane 255, Dongyu Road
Pudong New District
Shanghai, the PRC
Independent non-executive Directors:
Mr. Zhu Yuchen
Mr. Wang Jun
Ms. Shen Han
Principal place of busines
in Hong Kong:
Unit 804, 8th Flor
K11 ATELIER
Victoria Dockside
18 Salisbury Road
Tsim Sha Tsui, Kowlon
Hong Kong
31 July 2025
To the Shareholders
Dear Sir or Madam,
- ;
- ;
- ; AND
(4) NOTICE OF EXTRAORDINARY GENERAL METING
1. INTRODUCTION
Reference is made to the Anouncement in relation to, among others, the Subscription,
the Specific Mandate, the Whitewash Waiver and the Increase in Authorised Share Capital.
The purpose of this circular is to provide the Shareholders with, among other things, (i)
details of the Subscription, the Whitewash Waiver and the Increase in Authorised Share
Capital; (i) the recomendation of the Independent Board Comite to the Independent
Shareholders; (i) the leter of advice from the Independent Financial Adviser to the
Independent Board Comite in relation to the Subscription and the Whitewash Waiver; (iv)
a notice convening the EGM; and (v) other information as required under the Listing Rules and
the Takeovers Code.
On 2 June 2025 (after trading hours), the Company entered into the Subscription
Agrement with the Subscriber and Sunriver, pursuant to which the Subscriber has
conditionaly agred to subscribe for, and the Company has conditionaly agred to alot and
isue, 5,100,000,000 new Shares at the Subscription Price under the Specific Mandate.
2. THE SUBSCRIPTION AGREMENT
Date
2 June 2025 (after trading hours)
Parties
Isuer: The Company
Subscriber: Sunriver Starysea Tourism (Cayman) Co., Ltd.
Sunriver: Sunriver Holding Group Co., Ltd.* (祥源控股集团有限责任公司)
The Subscriber and its ultimate beneficial owner are independent third parties not
conected with the Company and its conected persons (as defined in the Listing Rules).
The Subscription Shares
The Subscriber has conditionaly agred to subscribe for and the Company has
conditionaly agred to alot and isue 5,100,000,000 new Shares at the Subscription Price of
HK$0.45 per Subscription Share to the Subscriber, with an agregate consideration of
HK$2,295,000,000 payable by the Subscriber to the Company upon Completion. The
Subscription Shares shal be aloted and isued pursuant to the Specific Mandate to be
obtained from the Independent Shareholders at the EGM. The Subscription Shares wil rank
pari pasu in al respects with the Shares in isue as at the date of alotment and isue of the
Subscription Shares.
The Subscription Shares represents (i) aproximately 62.85% of the existing isued share
capital of the Company as at the date of the Subscription Agrement; and (i) 38.60% of the
isued share capital of the Company as enlarged by the alotment and isue of the Subscription
Shares. The agregate nominal value of the Subscription Shares is US$255,000.
The Subscription Price
The Subscription Price of HK$0.45 per Subscription Share represents:
(i) a discount of aproximately 44.44% over the closing price of HK$0.8100 per Share
as quoted on the Stock Exchange on the Latest Practicable Date;
(i) a discount of aproximately 46.43% to the closing price of HK$0.8400 per Share as
quoted on the Stock Exchange on 2 June 2025, being the date of the Subscription
Agrement (the “Last Trading Day”);
(i) a discount of aproximately 45.12% to the average closing price of HK$0.8200 per
Share as quoted on the Stock Exchange for the last five (5) trading days up to and
including the Last Trading Day;
(iv) a discount of aproximately 45.32% to the average closing price of HK$0.823 per
Share as quoted on the Stock Exchange for the last ten (10) trading days up to and
including the Last Trading Day;
(v) a discount of aproximately 41.23% to the average closing price of HK$0.7657 per
Share as quoted on the Stock Exchange for the last 30 consecutive trading days
imediately prior to the date of the Subscription Agrement;
(vi) a discount of aproximately 36.26% to the average closing price of HK$0.7060 per
Share as quoted on the Stock Exchange for the last 60 consecutive trading days
imediately prior to the date of the Subscription Agrement;
(vi) a theoretical dilution efect (as defined under Rule 7.27B of the Listing Rules) of a
discount of aproximately 17.9167%, represented by the theoretical diluted price of
aproximately HK$0.6895 per Share to the benchmarked price of aproximately
HK$0.8400 per Share (as defined under Rule 7.27B of the Listing Rules, taking into
acount the higher of (i) the closing price of the Shares as quoted on the Stock
Exchange on the date of the Subscription Agrement of HK$0.8400 per Share; and
(i) the average closing price of the Shares as quoted on the Stock Exchange for the
five consecutive trading days imediately prior to the date of the Subscription
Agrement of HK$0.8220 per Share);
(vi) a premium of aproximately 99.95% to the audited consolidated net aset value per
Share atributable to the Shareholders of aproximately HK$0.2251 (based on
the latest published audited consolidated net asets atributable to the Shareholders
of aproximately RMB1,722,760,000 (equivalent to aproximately
HK$1,826,126,000) as disclosed in the anual results of the Company as at 31
December 2024 and 8,114,002,000 isued Shares as at the date of the Subscription
Agrement).
The Subscription Price was arived at after arm’s length negotiations betwen the
Company and the Subscriber after taking into acount the prevailing market price of the Shares
and the financial condition of the Group.
Prevailing market price of the Shares
During the period from 1 June 2024 to the Latest Practicable Date (the “Review Period”),
the highest and lowest closing prices of the Shares as quoted on the Stock Exchange were
HK$1.01 recorded on 7 October 2024 and HK$0.40 recorded on 28 November 2024
respectively, and the average closing price of the Shares was aproximately HK$0.68.
The closing price of the Shares fluctuated betwen HK$0.68 and HK$0.77 since the start
of the Review Period from 3 June 2024 to 23 September 2024. After that, the closing price of
Shares increased sharply, reaching the peak at HK$1.01 on 7 October 2024. From 7 October
2024 to 28 November 2024, the closing price of the Shares was on a general decreasing trend,
reaching the low at HK0.40 on 28 November 2024. The Company is of the view that the
aforesaid movement of the closing price of the Shares from late September 2024 to late
November 2024 is generaly in line with the overal stock market performance in Hong Kong.
Since then, the closing price of the Shares showed a general increasing trend again, reaching
HK$0.88 on 17 April 2025. During the period from 22 April 2025 to 2 June 2025, being the
date of the Subscription Agrement, the closing price of the Shares fluctuated betwen
HK$0.65 and HK$0.85.
Financial condition of the Group
Asets and liabilities
The financial performance of the Group had ben afected by the COVID-19 pandemic
and the complex external market environment in recent years (including but not limited to
positive factor of the post pandemic rebound of the consumer market in early 2023 as compared
to 2022 folowing the easing of pandemic prevention and control measures; and the negative
factors including (i) the continued slugish stock and property market in 2024 which afected
consumers’ desire to spend; (i) tighter financing environment which increased the dificulty in
financing and caused surging finance costs, creating financial presure to the Group in project
development and transformation and operation improvement; and (i) the impact brought by
platform economy and trafic mechanisms, including the shift of consumers’ focus to social
media platform and the increase in influence in social media platform in driving sales, forcing
the Group to continue to invest in online marketing and private domain on diferent social
media platforms (e.g., building up of diferent oficial chanels, and operating and promoting
oficial mini programs or livestream roms) to adapt to the trend of trafic fragmentation,
which increased marketing and management costs), the Group’s liquidity position deteriorated,
with a debt defaults for RMB50 milion principal plus RMB13.8 milion interest in November
2024. Such debt had ben repaid in ful subsequently.
The Group recorded total asets of aproximately RMB10.34 bilion as at 31 December
2024, majority of which represented theme parks related non-curent asets of the Group’s
principal busines. The Group recorded total liabilities of aproximately RMB8.52 bilion as
at 31 December 2024, majority of which represented interest-bearing bank and other
borowings.
As at 31 December 2024, the Group had cash and cash equivalents, interest-bearing bank
and other borowings and lease liabilities of aproximately RMB64.74 milion, RMB5.90
bilion and RMB295.35 milion respectively. As at 31 December 2024, the Group’s cash and
cash equivalents, in particular, represented a substantial decrease of aproximately 96.20% as
compared to that as at 31 December 2023 and a substantial decrease of aproximately 94.80%
as compared to that as at 31 December 2022. Such decrease in the Group’s cash and cash
equivalents was mainly atributable to the net cash flow used in the investing activities for
development of its projects and financing activities for repayment of bank and other loans of
the Group.
The Group recorded receivables (including (i) long-term prepayments, receivables and
deposits and (i) prepayments and other receivables) and payables (including (i) trade and bil
payables, (i) other payables and acruals and (i) long-term payables) of aproximately
RMB1.10 bilion and aproximately RMB1.81 bilion respectively as at 31 December 2024.
The Group had net debt to equity ratio (being interest-bearing bank and other borowings,
and lease liabilities, les cash and cash equivalents, divided by net asets) of aproximately
150.32%, 182.53% and 337.63% respectively as at 31 December 2022, 31 December 2023 and
31 December 2024. The net debt to equity ratio was on a deteriorating trend from 2022 to 2024,
especialy from end of 2023 to end of 2024. The aforesaid increase in net debt to equity ratio
was mainly due to the decrease in cash and cash equivalents during FY2024 and the increase
in the interest-bearing bank and other borowings during FY2023, indicating a higher level of
leverage and reliance on debt financing.
Profit and los
During FY2023, the Group recorded revenue of aproximately RMB1.82 bilion,
representing a substantial increase of aproximately 129.11% as compared to that for FY2022.
As disclosed in the 2023 anual report of the Company, such increase in revenue was mainly
atributable to the increase in revenue of the park operation busines and operation as a service
(“OAS”) busines as a result of the rebound of tourism & leisure market, as wel as the
opening of the Zhengzhou Park in 2023. The Group recorded gros profit of aproximately
RMB457.46 milion for FY2023, as compared to gros los of aproximately RMB278.73
milion recorded for FY2022. Such turnaround from gros los to gros profit was atributable
to the substantial increase in revenue post-pandemic.
The Group recorded los atributable to owners of the Group of aproximately
RMB197.26 milion for FY2023, representing a substantial decrease of aproximately 85.87%
as compared to that for FY2022. Such decrease in los was mainly atributable to the aforesaid
increase in revenue with a gros profit for the year, the increase in other income and gains, the
decrease in administration expenses and the decrease in other expenses.
During FY2024, the Group recorded revenue of aproximately RMB1.82 bilion, which
was maintained at a similar level as compared to that for FY2023. Despite a 16.1%
year-on-year increase in park entries to 10.79 milion visitors, a significant 13.8% decline in
per-capita spending and weak secondary consumption of the Group’s customers ocured due
to the aforesaid chalenging external market environment. Per-capita spending represents the
total amount of spending by the visitors (including tickets and secondary consumption within
the theme parks) divided by the number of visitors, while secondary consumption represents
the spending by the visitors within the theme parks (such as catering, souvenirs and special
experience projects) but excluding the ticket costs. The Group recorded gros profit of
aproximately RMB418.97 milion for FY2024, representing a decrease of aproximately
8.41% as compared to that for FY2023.
As disclosed in the 2024 anual report of the Company, such decrease in gros profit was
atributable to the increase in cost as a result of the newly opened Zhengzhou Park
experiencing its first complete operating year in FY2024.
Tourism and leisure industry in China was afected in recent years as a result of the
COVID-19 pandemic and recovered folowing the easing of epidemic prevention and control
measures in 2023. The market stil faces uncertainties under complicated external economic
environment. On the other hand, Chinese government heightened its focus on cultural and
tourism consumption. The Group’s revenue over the past thre years is from two main sources:
- ; and (2) cultural tourism services and solutions, both of which are in the
cultural and tourism consumption sector. Therefore, despite facing short-term liquidity
constraints and profitability presures, the Group maintains a steadfast strategic confidence in
the future development prospects of China’s tourism industry. To seize the curent window of
oportunity, facilitating imediate capital inflow through the isuance of new shares to
introduce a new controling shareholder is required.
The Directors (including members of the Independent Board Comite, after
considering the advice of the Independent Financial Adviser) consider that the Subscription
Price and the Subscription Agrement are fair and reasonable and are in the interests of the
Company and the Shareholders as a whole. The factors considered by the Directors are set out
below:
Premium to Net Aset Value: The Subscription Price of HK$0.45 per Share represents
a premium of aproximately 99.95% to the audited consolidated net aset value per Share
atributable to Shareholders (HK$0.2251 as at 31 December 2024). This indicates that the
Subscription Price is nearly double the Company’s bok value per Share, which is a positive
indicator from an aset perspective. As a reference, China Travel International Investment
Hong Kong Limited (stock code: 308) (“China Travel”), a company listed on the main board
of the Stock Exchange with a busines model comparable to that of the Company – generating
50% or more of its revenue from the operation of amusement parks and/or arcade-related
facilities in the PRC – had a price-to-bok ratio of aproximately 0.51 as at the Latest
Practicable Date. The Company had a price-to-bok ratio of aproximately 3.58 as at the Latest
Practicable Date.
Except for China Travel, the Directors identified four listed companies, namely, Six Flags
Entertainment (NYSE:FUN), Coast Entertainment Holdings Ltd. (ASX: CEH), United Parks &
Resorts Inc. (NYSE: PRKS), and Sim Leisure Group Ltd. (SP: SLGL), whose revenue from
amusement parks and/or theme park-related facility operations acounts for 50% or more of
their total revenue. Together with China Travel, the above mentioned companies can be
regarded as comparable companies based on the folowing considerations: (i) these companies
are engaging in the same industry with similar busines model of the Company; and (i) these
companies are listed on other developed markets and that the trading multiples would be able
to demonstrate the pricing by public investors in such developed markets on companies
comparable to the Company. Among these comparable companies, except for United Parks &
Resorts Inc. (NYSE: PRKS) whose price-to-bok ratio is not aplicable as it recorded net
liabilities based on the latest published financial report as at the Latest Practicable Date, the
price-to-bok ratios of the others range from 0.64 to 3.02 times, with an average of about 1.51
times. The implied price-to-bok ratio of the curent subscription is aproximately 1.99 times,
which fals within the range of the comparable companies’ price-to-bok ratios and is higher
than both the average of the comparable companies and that of China Travel.
Market Practice and Negotiation: The Subscription Price was determined after arm’s
length negotiations betwen the Company and the Subscriber, a strategic new investor to the
Company, with reference to the prevailing market price of the Shares and the Company’s
overal circumstances. A review has ben conducted of anouncements isued since 1 January
2025, by companies listed on the Stock Exchange regarding the introduction of investors
through the isuance of new shares for cash subscription under specific mandates.
When selecting comparable transactions for pricing reference, placements to conected
parties are excluded because the comercial context and dynamics of such transactions can
difer from those involving independent third parties. Conected party transactions may be
influenced by factors unique to the relationship betwen the parties, which could afect the
comparability of pricing outcomes. A comon type of relationship betwen the parties is when
an investor already holds a significant proportion of equity in the listed company, or when the
investor holds an important position within the company, which may lead the investor to
consider factors in evaluating the transaction that would difer from those when they had no
prior conection with the listed company.
Excluding such transactions, there are five such cases that met the above criteria:
(Discount)/Premium
to Previous Closing
Price
Stock
Code
Anouncement
Date Company Name Transaction Type
1611.HK Sino Technology
Holdings Limited
2025/6/29 (1) Subscriptions of new shares under
specific mandate (2) Conected
transaction in relation to subscriptions of
new shares under specific mandate
(3) Proposed increase in authorised
shares and (4) Proposed amendments to
memorandum and articles
(i) Subscriptions of new shares under
specific mandate; (i) Proposed rights
isue on the basis of thre (3) rights
shares for every ten (10) shares held on
the record date; (i) Conected
transaction and special deal in relation to
the underwriting agrement; (iv) Special
deal in relation to the placing agent
agrement; (v) Aplication for
whitewash waiver; (vi) Apointment of
independent financial adviser; and (vi)
Resumption of trading
Subscription of new shares under specific
mandate
(29.66%)
0673.HK China Health Group
Limited (“China
Health Group”)
2025/5/22 (28.60%)
2211.HK Universal Health
International Group
Holding Limited
Acme International
Holdings Limited
2025/5/13 (1.23%)
1870.HK 2025/3/17 (1) Placing of new shares under general
mandate (2) Subscription of new shares
under specific mandate
Subscription of new shares under specific
mandate
(19.77%)
0515.HK China Silver
Technology
Holdings Limited
2025/3/7 23.46%
Among these five transactions, four were conducted at a discount to the closing price on
the trading day prior to the anouncement, acounting for 80% of the cases.
Given the nature of these transactions, which are similar to the curent case – namely, the
isuance of a large number of new shares and the introduction of new strategic investors – it
is not uncomon for share subscriptions of this nature to be priced at a discount to market
price.
Furthermore, the performance disclosed by the above-mentioned companies in their most
recent results anouncements indicates that they are al under a certain degre of financial
presure, such as facing a significant decline in revenue or a substantial drop in
profits/continued loses and other adverse situations. The financial performance of the
above-mentioned companies as
sumarised as folows:
disclosed in their latest published financial statements are
Year-over-year
(“YoY”)
Revenue
Change
YoY Change in
Profit/Los
Atributable to
Owners Stock Code Company Name Reporting Period
1611.HK Sino Technology
Holdings Limited
Six months ended
31 March 2025
(Interim)
+427.1% Turned from a profit of
HK$99.8 milion to a
los of HK$12.3
milion
Los widened from
HK$40.2 milion to
HK$67.8 milion
Los narowed from
RMB20.9 milion to
RMB8.0 milion
Profit decreased from
HK$20.0 milion to
HK$4.4 milion
Los widened from
HK$21.9 milion to
HK$51.4 milion
0673.HK China Health Group Year ended 31 March
2025 (Anual)
-35.0%
2211.HK Universal Health
International Group
Holding Limited
Acme International
Holdings Limited
Six months ended
31 December 2024
(Interim)
Year ended
31 December 2024
(Anual)
Twelve months ended
31 December 2024
(Second Interim)
-25.4%
1870.HK +4.3%
0515.HK China Silver
Technology
Holdings Limited
-84.6%
As disclosed above, due to the impact of the COVID-19 pandemic and the complex
external market environment in recent years, the Company’s busines recovery has ben slower
than expected, resulting in continued operating loses and, consequently, periodic liquidity
presures. Therefore, from a financial perspective, the Company and the five companies
involved in the above cases are al facing a certain degre of presure and share some
similarities.
Among the cases mentioned above, only China Health Group involved a whitewash
transaction, with its placement price representing a 28.60% discount to the most recent trading
day. The Directors have chosen to focus on transactions involving listed companies that were
under certain financial presure and isued a significant number of new shares pursuant to
specific mandates. The primary objective in these cases was to introduce new investors in order
to improve the financial and busines conditions of the listed companies. The Directors believe
that these circumstances closely miror the curent situation of the Company, making such
transactions the most relevant benchmarks for comparison.
The Directors have prioritized the underlying financial motivation and the structural
features of the transactions – namely, the ned to raise capital to adres financial chalenges
and the use of share isuances to bring in new investors. This aproach is considered more
pertinent than focusing on whether a whitewash waiver was involved in the transaction. In the
meantime, the Directors have not categoricaly excluded transactions that involved a
whitewash waiver. Instead, they have taken a pragmatic view, recognizing that the presence or
absence of a whitewash waiver does not fundamentaly alter the comparability of the
transaction if the core circumstances – financial presure and the ned for capital injection –
are aligned with those of the Company.
Certainty and Timelines of Capital Injection: The Subscription wil provide the
Company with a significant and imediate capital inflow of aproximately HK$2,295 milion.
This capital is intended to suport the Company’s ongoing operations, busines development,
and financial flexibility. The certainty and timelines of this capital raise are important
considerations, especialy in the context of the Company’s financial position and its plans for
future growth and busines development.
Strategic and Long-Term Benefits: The introduction of a new controling Shareholder
with relevant industry experience and resources is expected to bring aditional strategic value
to the Company. This is anticipated to suport the Company’s long-term development and
enhance its competitivenes.
Conditions precedent
Completion of the Subscription shal be conditional upon satisfaction (or waiver) (if
aplicable) of the folowing conditions:
(a) the Listing Comite of the Stock Exchange granting the listing of, and permision
to deal in, the Subscription Shares (either unconditionaly or subject to conditions
which are aceptable to both parties);
(b) the Executive granting the Whitewash Waiver, and the Whitewash Waiver not being
revoked or withdrawn;
(c) the Subscriber and the Company having completed internal decision-making
procedures and obtained internal aprovals (including but not limited to board
aprovals and the pasing of the necesary resolutions at the duly convened EGM by
(i) the Independent Shareholders to aprove the Subscription Agrement and the
transactions contemplated thereunder and the Whitewash Waiver; and (i) the
Shareholders to aprove the Increase in Authorised Share Capital), in acordance
with aplicable laws, regulations, and internal rules for the Subscription, the
Whitewash Waiver and the Increase in Authorised Share Capital;
(d) the Subscriber and the Company having obtained al relevant regulatory aprovals
for the Subscription, i.e., the clearance from the Executive and the Stock Exchange
in respect of the shareholders’ circular to be despatched for the purpose of, inter alia,
the Subscription;
(e) the Subscriber having completed the necesary external aproval procedures for the
funds required for the Subscription and made arangements for the delivery of the
Subscription Shares in Hong Kong, including but not limited to completing the
necesary ODI (Overseas Direct Investment) aprovals/filings with the Comision
of Comerce, the Development & Reform Comision and the State Administration
of Foreign Exchange (as aplicable) in the PRC;
(f) the Company having obtained consent from banks and other major financial
institutions, as wel as relevant government departments, or having fulfiled
notification obligations (if aplicable) regarding the Subscription; and the Company
having obtained writen waivers from relevant parties (if aplicable) to ensure that
the normal conduct of the Company’s existing busines wil not be afected,
including but not limited to consents and waivers to be obtained from banks,
financial institutions, and government authorities to prevent a breach of change-of-
control provisions under certain loan agrements and project agrements, as wel as
notification to the Company’s busines partners under certain operating contracts in
respect of the change-of-control; and
(g) the Subscriber having completed the filing of the concentrations of undertakings of
the PRC under the Subscription Agrement to the State Administration for Market
Regulation (if required), and the Company having confirmed that it wil provide
asistance.
Conditions (a) to (e) and (g) canot be waived and (f) can be waived by Sunriver and the
Subscriber. If the above conditions precedent are not satisfied or waived (if aplicable) on or
before the Long Stop Date or such later date as may be agred among the parties in writing,
the Subscription Agrement wil terminate and neither party to the Subscription Agrement
may have any claim against each other save for antecedent breaches. Therefore, among other
things, if the Whitewash Waiver is not granted by the Executive or aproved by the
Independent Shareholders at the EGM, the Subscription wil not proced.
As at the Latest Practicable Date, condition (d) and the board aprovals requirement
under condition (c), and the concentration of undertakings filing requirement under condition
(g) have ben satisfied, while conditions (a) and (b), as wel as the Independent Shareholders’
and Shareholders’ aprovals under condition (c), have not yet ben satisfied. The ODI
aprovals/filings under condition (e) are being reviewed by the relevant PRC authorities. The
Subscriber has ben in regular contact with the relevant PRC authorities to folow up on the
aproval status. As at the Latest Practicable Date, the Subscriber is in the proces of preparing
suplemental documents based on the fedback received and wil arange to submit them as
son as posible. Baring any unforesen circumstances, the Subscriber does not expect any
impediment in obtaining these ODI aprovals/filings. Based on its comunication with the
relevant PRC authorities, it is expected that condition (e) wil be fulfiled by the end of August.
| Huang Hua 黄桦 | Gan Yong 干勇 |
|---|
| Shen Tong-yan 沈同彦 | Yu Fang-sheng 余方生 |
|---|
In relation to condition (f), the Subscription aims to improve liquidity and pursue high-
quality, sustainable development, which wil benefit the Company’s future stable operations
and performance growth. The interests of banks and government institutions have ben fuly
safeguarded. As at the Latest Practicable Date, the Company had requested and continued to
comunicate with the relevant parties to obtain al necesary consents and waivers. Curently,
the Company is not aware of any legal impediments or other circumstances that would prevent
it from obtaining such consents or waiver.
Completion
Completion shal take place on the third Busines Day after satisfaction or waiver (if
aplicable) of the last of the conditions precedent of the Subscription Agrement or at such date
and time as agred by the Company and the Subscriber (the “Completion Date”). At
Completion, among other things, (i) the Subscriber shal make ful payment of the
consideration of HK$2,295,000,000 in imediately available funds by direct transfer to the
Company’s designated bank acount; and (i) the Company shal alot and isue the
Subscription Shares to the Subscriber.
Imediately after Completion, the Subscriber wil be interested in 38.60% of the isued
share capital of the Company as enlarged by the alotment and isue of the Subscription Shares,
asuming no other change in the share capital of the Company before Completion.
3. INFORMATION ON SUNRIVER AND THE SUBSCRIBER
Sunriver is a company established under the laws of the PRC. Its primary busines
focuses on investing in and operating multiple companies within the cultural tourism sector. It
is the actual controler of Zhejiang Sunriver Culture Tourism Co., Ltd.* 浙江祥源文旅股份有
限公司 (stock code: 600576.SH) and Anhui Gourgen Trafic Construction Co., Ltd.* 安徽省交
通建设股份有限公司 (stock code: 603815.SH).
The folowing diagram sets forth the shareholding structure of Sunriver as at the Latest
Practicable Date:
Yu Shui-xiang Yu Hong-hua
俞红华
Ouyang Ming
欧阳明
Hu Xian-kuan
胡先宽
Chang Yu
ⷠ常宇
Mr. Yu
71.2% 6.4% 5.4% 4% 4% 4% 3.2% 0.8% 0.8% 0.2%
Yu Shui-xiang
俞水祥
Shen Bao-shan
沈保山
Lai Zhi-lin
赖志林
Mr. Yu Sunriver Original Information Anhui Sunriver EMC
60.75% 25% 4.5% 3.75% 3% 3%
Sunriver
俞水祥
Mr. Yu
100%
As at the Latest Practicable Date, Sunriver is owned as to aproximately (i) 60.75% by
Sunriver Original Information, (i) 25.00% by Anhui Xiangyu Enterprise Management
Consulting Co., Ltd.* (安徽祥誉企业管理咨询有限公司) (“Anhui Sunriver EMC”), (i)
4.50% by Mr. Yu, (iv) 3.75% by Mr. Yu Shui-xiang (俞水祥) (brother of Mr. Yu), (v) 3.00% by
Mr. Shen Bao-shan (沈保山), and (vi) 3.00% by Mr. Lai Zhi-lin (赖志林). Sunriver Original
Information is wholy owned by Mr. Yu. Anhui Sunriver EMC is in turn owned as to
aproximately (i) 71.2% by Mr. Yu Shui-xiang (俞水祥), (i) 6.4% by Huang Hua (黄桦), (i)
5.4% by Gan Yong (干勇), (iv) 4.0% by each of Ms. Yu Hong-hua (俞红华), Ouyang Ming (欧
阳明) and Hu Xian-kuan (胡先宽), (v) 3.2% by Shen Tong-yan (沈同彦), (vi) 0.8% by each of
Yu Fang-sheng (余方生) and Chang Yu (常宇), and (vi) 0.2% by Mr. Yu. Sunriver is therefore
ultimately controled as to 65.3% by Mr. Yu.
As at the Latest Practicable Date, the board of directors of Sunriver comprised Mr. Yu,
Mr. Lai Zhi-lin (赖志林), Ms. Yu Hong-hua (俞红华) and Mr. Gan Yong (干勇).
The folowing diagram sets forth the shareholding structure of the Subscriber as at the
Latest Practicable Date:
Limited Partner
49.9996%
Limited Partner
49.9996%
G
0.0008%
100%
Shengzhou Sunriver Partnership Anhui Yuanyinxiang Partnership
85.71% 14.29%
Onshore
100%
Ofshore
100%
The Subscriber
The Company
Sunriver Starysea HK
SH Sunriver Xinghai
Sunriver
eneral Partner
Shanghai Sunriver Yuancun
Shengzhou Yisheng Partnership
The Subscriber is a company incorporated under the laws of Cayman Islands with limited
liability, which is indirectly wholy controled by Sunriver. It is a special purpose vehicle
incorporated for the purpose of subscribing for the Subscription Shares and asumes the
relevant obligations under the Subscription Agrement.
The Subscriber is wholy-owned by Sunriver Starysea Tourism (Hong Kong) Co.,
Limited, which is in turn wholy owned by SH Sunriver Xinghai. SH Sunriver Xinghai is
owned as to aproximately 85.71% by Shengzhou Sunriver Partnership and 14.29% by Anhui
Yuanyinxiang Partnership. Shengzhou Sunriver Partnership and Anhui Yuanyinxiang
Partnership wil contribute aproximately RMB1.2 bilion and RMB0.2 bilion, respectively,
towards the share capital of SH Sunriver Xinghai.
Shengzhou Sunriver Partnership is a limited partnership established in the PRC. Sunriver
is the general partner, and Shanghai Sunriver Yuancun and Shengzhou Yisheng Partnership are
the limited partners of Shengzhou Sunriver Partnership. Each of Shanghai Sunriver Yuancun
and Shengzhou Yisheng Partnership wil provide capital contribution of RMB0.6 bilion to the
partnership. Shanghai Sunriver Yuancun is an indirect wholy-owned subsidiary of Sunriver.
The folowing diagram sets forth the shareholding structure of
Yuancun as at the Latest Practicable Date:
Shanghai Sunriver
Sunriver
100%
Hefei Kunyou
95% 5%
Anhui Xianghuiyuan
95% 5%
Shanghai Sunriver Yuancun
| 99.99%, Li | mited Partner |
|---|
Shanghai Sunriver Yuancun is owned as to aproximately 95% by Sunriver and 5% by
Anhui Xianghuiyuan. Anhui Xianghuiyuan is in turn owned as to aproximately 95% by
Sunriver and 5% by Hefei Kunyou, which is in turn wholy-owned by Sunriver. Acordingly,
Shanghai Sunriver Yuancun is indirectly wholy owned by Sunriver.
The folowing diagram sets forth the shareholding structure of Shengzhou Yisheng
Partnership as at the Latest Practicable Date:
100%
100%
Shengzhou State-Owned Asets
Management Co., Ltd.*
嵊州市国有资产经营管理有限公司
Shengzhou Industrial Development Co., Ltd.*
嵊州市产业发展有限公司
100%
100%
Shengzhou Cultural and Tourism
Development Group Co., Ltd.*
嵊州市文旅发展集团有限公司
Shengzhou Wenyue Trading Co., Ltd.*
嵊州市文越商贸有限公司
100% 10% 90%
Shengzhou Shanshui Yueju Tourism
Development Co., Ltd.*
嵊州市山水文化旅游有限公司
0.01%, General Partner
Shengzhou Yisheng Partnership
Based on the public information available, Shengzhou Yisheng Partnership is a limited
partnership which is ultimately wholy-owned by the Shengzhou Municipal Finance Bureau (嵊
州市财政局). Sunriver as the general partner is responsible for the daily management and
operations of Shengzhou Sunriver Partnership, including but not limited to decisions relating
to investment, use of proceds and expenses and daily operations.
Shengzhou Shunwen Industrial Development
Management Co., Ltd.*
嵊州市舜文产业发展管理有限公司
Shengzhou Municipal Finance Bureau*
嵊州市财政局(嵊州市人民政府国有资产
监督管理办公室)
The folowing diagram sets forth the shareholding structure of Anhui Yuanyinxiang
Partnership as at the Latest Practicable Date:
100%
0.01%, General Partner 99.99%, Limited Partner
Anhui Yuanyinxiang Partnership is a limited partnership established in the PRC. Hefei
Kunyou, a direct wholy-owned subsidiary of Sunriver, is the general partner, and Sunriver is
the limited partner of Anhui Yuanyinxiang Partnership. It is owned as to aproximately 99.99%
by Sunriver and 0.01% by Hefei Kunyou.
As at the Latest Practicable Date, the ultimate largest beneficial owner and controler of
the Subscriber is Mr. Yu.
Source of funds for the Subscription
Sunriver wil fund its portion of capital contributions of Shengzhou Sunriver Partnership
and Anhui Yuanyinxiang Partnership through its internal funds. In adition to the capital
contributions of aproximately RMB1.2 bilion from Shengzhou Sunriver Partnership and
RMB0.2 bilion from Anhui Yuanyinxiang Partnership which wil contribute towards the total
consideration for the Subscription, the remaining RMB0.8 bilion of the total consideration for
the Subscription wil be financed through borowing from financial institutions by the
Subscriber or its direct or indirect controling shareholders.
As at the Latest Practicable Date, Sunriver is negotiating the borowing terms with
several banks, one of which has isued a leter of intent in relation to the provision of RMB0.8
bilion loan. The relevant bank is undergoing its internal procedures, which include reviewing
the necesary documents. Baring any unforesen circumstances, the relevant bank’s internal
procedures are expected to be completed by the end of August.
Anhui Yuanyinxiang Partnership
Sunriver
Hefei Kunyou
Sunriver
4. INFORMATION ON THE GROUP
The Group is principaly engaged in (i) the development, construction and operation of
theme parks, management of the Group’s developed and operating properties surounding the
theme parks for rental income, hotel operation and the provision of services to visitors; (i) the
delivery of entire proces of planing, designing, construction, animal conservation, and
operation and management to external tourism and leisure projects, and (i) the integration of
world-clas intelectual properties (IP) into theme parks, scenic spots, lifestyle hotels,
comercial buildings and other on-ground consumption, in the PRC.
5. REASONS FOR AND BENEFITS OF THE SUBSCRIPTION AND USE OF
PROCEDS
Reasons for and Benefits of the Subscription
Due to the continued impact of the COVID-19 pandemic and the complex external market
environment in recent years, the Company’s busines recovery has laged behind expectations,
resulting in sustained operating loses and phased liquidity presure. As China places
“vigorous stimulation of consumption” at the top of its agenda and rols out a series of
consumption- stimulating policies, these policies not only help restore consumer confidence
and spending power, but also invigorate tourism consumption, further underscore the important
role of cultural-tourism consumption in driving high-quality economic development, and
provide a solid policy foundation and vast market space for the future growth of the
cultural-tourism industry. Against this policy and industry backdrop, the Company has actively
evaluated and promoted various financing tols and capital structure optimisation plans to
improve its aset-liability structure and suport long-term busines
making in-depth atempts in the folowing areas, these eforts have
implemented due to objective conditions:
development. Despite
not ben sucesfuly
(a) Syndicated loan restructuring negotiations: Throughout 2024, the Company
engaged in multiple rounds of comunication and restructuring negotiations with
the member banks of the original Shanghai project syndicate regarding existing loan
arangements. However, due to the Company’s high overal debt ratio, the syndicate
remained cautious about the loan risk exposure post-restructuring for non-state-
owned enterprises;
(b) Exploration of public REITs isuance: The Company also explored the feasibility of
isuing infrastructure REITs for certain mature cultural and tourism asets, aiming
to revitalise quality asets and broaden financing chanels. During the evaluation
proces, it was found that the relevant suporting policies are stil being refined, and
the cultural and tourism projects have not yet established a market-recognised
valuation system in terms of aset pricing, lease stability, and cash flow
predictability. The Company concluded that the curent conditions are not mature
enough and ultimately decided not to proced with the public isuance;
(c) Equity transfer: The Company’s controling shareholder engaged in preliminary
negotiations to transfer controling rights to a wel-known domestic cultural and
tourism group, intending to leverage its brand, capital, and resource advantages to
enhance the Company’s overal competitivenes. However, after an in-depth
asesment of the Company’s operating conditions and capital neds, the potential
investor determined that merely transfering equity would not provide substantial
incremental capital suport and would not fundamentaly resolve the Company’s
curent capital dificulties;
(d) Introduction of strategic investors through convertible bonds: The Company also
discused structural financing plans for isuing convertible bonds with some
potential investors, aiming to introduce medium- to long-term strategic
shareholders. However, after multiple rounds of evaluation and negotiations, the
relevant parties concluded that the scale of the convertible bonds would not suport
the Company’s sustainable development for the next few years; and
(e) Rights isue/open ofer: A rights isue or open ofer, both of which require existing
shareholders to inject aditional capital, may not be sucesful if shareholders are
unwiling or unable to subscribe for new Shares. The Company recognized that,
given its high overal debt ratio and recent financial performance, there was a
significant risk that a rights isue or open ofer would not be fuly subscribed,
potentialy leaving the Company with insuficient new capital and a weakened share
price.
The Subscription, if proceded, wil introduce a new controling Shareholder, which wil
efectively provide the Company with aditional strategic development resources, as wel as
help replenish the Company’s working capital, reduce financial costs and suport the Company
in continuing to advance the upgrading and transformation of its existing projects and
enhancing park operating eficiencies. The Company wil utilise this financing oportunity to,
while focusing on the development of its core theme park busines, further strengthen the
expansion of its cultural- tourism operation as a service (OAS) and IP operations busines,
thereby building a new engine for future growth and establishing an international
comprehensive tourism and leisure group with oceanic culture as its core. The proceds from
the Subscription wil also provide the Company with much-neded liquidity to suport daily
operations, replenish working capital, promote the development of its core busines, and repay
part of its existing debts. This imediate capital injection is critical for stabilizing the
Company’s financial position and suporting its ongoing busines development.
Due to sustained operating loses and liquidity presure, the Company requires further
stabilization of financial position. Although the Company maintained stable revenue levels in
FY2024, its net los increased by aproximately 312.04% from aproximately RMB181.9
milion in FY2023 to aproximately RMB749.5 milion in FY2024. The Company’s net
debt-to-equity ratio also sharply increased from aproximately 182.53% as of 31 December
2023, to aproximately 337.63% as of 31 December 2024.
The Company has made atempts to improve its financial position through measures such
as syndicate loan restructuring negotiations, exploration of public REITs isuance, equity
transfers, introduction of strategic investors through convertible bonds, rights isues/public
oferings, etc. However, due to objective external constraints, these eforts have not ben
sucesfuly implemented prior to the Subscription. Introducing the Subscriber as the
Company’s new controling shareholder is crucial, as the certainty and timelines of the
fundraising wil suport the Company’s continued operations, busines development, and
financial flexibility, providing urgently neded liquidity for the Company.
Use of Proceds
The gros proceds and net proceds from the Subscription are expected to be
aproximately HK$2,295 milion and HK$2,284 milion respectively. The Company intends to
aply the net proceds from the Subscription as folows:
(i) 20% wil be used to suport the daily operations of the Group and replenish working
capital;
(i) 40% wil be used to promote the development of the Company’s core busines
(including theme park operations, OAS and IP), with such initiatives expected to
be completed within 1 to 2 years; and
(i) 40% wil be used to repay part of the Group’s existing debts, of which 30% wil be
aplied toward repayment of principal and interest to banks and financial
institutions, and 10% wil be used to setle payables to supliers and project-related
debts. None of these existing debts to be repaid are owed to the Shareholders. This
repayment is expected to be completed within 1 to 2 years.
The Company’s busines plan for the development of its core busines is sumarized as
folows:
Theme Park Operations:
The Company intends to continue the development of Phase I of the Zhengzhou project,
which is expected to comence operations in 2026, as wel as the upgrade and renovation of
other projects under the Group. These upgrades wil include the introduction of various leading
domestic and international IPs into imersive in-park entertainment, the renovation of theme
hotels, upgrades to fod and beverage and retail facilities both inside and outside the parks,
enhancements to suporting service facilities, the introduction of large signature rides and
atractions, and the development of smart park systems.
OAS:
Under this busines model, the Company’s busines partners are responsible for major
capital expenditures, such as land acquisition and property development, while the Company
is responsible for operations and management. To ensure the atractivenes of its projects and
maintain long-term coperative relationships with partners, the Company neds to invest in
pre-opening preparations and operations. The Phase I project in Shanghai has completed its
main structural caping and is scheduled to open in 2026. The Beijing project has comenced
construction and is scheduled to open in 2027. Fuzhou, Nanjing, Ningbo, Saudi Arabia and
other projects are also under continuous planing and reserve expansion.
IP Operation:
In adition to its self-operated parks, the Company has sucesfuly introduced Ultraman
IP-themed pavilions to third-party destinations, such as the Dalian Forest Zo, and has already
launched IP-themed stores in shoping mals. The Company plans to select high-quality
comercial properties and scenic locations nationwide to rapidly deploy coresponding IP
products. These product formats include IP hotels, IP-themed pavilions and stores. The goal is
to continuously expand brand influence and scale up the IP busines.
Upon Completion, the net proceds from the Subscription wil be recognised as cash and
cash equivalents. Thus, the Group’s working capital and liquidity positions wil be improved
as the cash and cash equivalents wil be increased by the net proceds from the Subscription
of aproximately HK$2,295 milion.
The Group had net debt to equity ratio of aproximately 337.63% as at 31 December
2024. As a result of the Subscription, asuming the Subscription had ben completed on 31
December 2024, the Group’s net asets would increase by the amount of net proceds of the
Subscription, and hence the net debt to equity ratio would decrease to aproximately 100.56%.
Taking into acount the above considerations, the Directors (including members of the
Independent Board Comite, after considering the advice of the Independent Financial
Adviser) consider that the terms of the Subscription Agrement are fair and reasonable and the
Subscription is in the interests of the Company and the Shareholders as a whole.
6. FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS
The Company had not conducted any equity fund raising activity in the past twelve
months imediately before the Latest Practicable Date.
After Completion, the Company is expected to have suficient funds to met its financial
neds for the next twelve months and curently has no plans for aditional equity financing.
The second phase of construction at Zhengzhou Haichang Ocean Park is anticipated to result
in new bank loans, which are curently being aranged with the bank.
7. EFECT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY
As at the Latest Practicable Date, the Company had 8,114,002,000 Shares in isue. The
folowing table sumarises the shareholding structure of the Company as at the Latest
Practicable Date and imediately upon alotment and isue of the Subscription Shares
capital of the Company prior to (asuming that there
Completion):
is no other change in the share
Imediately upon
alotment and isue of the
Subscription Shares
As at the Latest
Practicable Date
Number of
Shares
Aproximate
%
Number of
Shares
Aproximate
%
The Subscriber
Directors
Mr. Qu Cheng
Mr. Wang Xuguang
Substantial Shareholders
Zeqiao Holdings Limited
(formerly known as Haichang
Group Limited) (Note 1)
Mountain Tai Apolo
Investment Limited (Note 2)
ORIX Asia Capital Limited
(Note 2)
Public Shareholders
Mountain Tai Apolo
Investment Limited (Note 2)
ORIX Asia Capital Limited
(Note 2)
Other public Shareholders
– – 5,100,000,000 38.60
24,332,592
20,780,000
0.30
0.25
24,332,592
20,780,000
0.18
0.16
3,837,231,048 47.29 3,837,231,048 29.04
786,768,000 9.70 – –
400,000,000 4.93 – –
– – 786,768,000 5.95
–
3,044,890,360
–
37.53
400,000,000
3,044,890,360
3.03
23.04
Total 8,114,002,000 100.00 13,214,002,000 100.00
Notes:
1. Zeqiao Holdings Limited is wholy owned by Zeqiao International (BVI) Limited, which is in turn
wholy owned by Cantrust (Far East) Limited, the truste of Generation Qu Trust, which is a
discretionary trust set up by Mr. Qu Cheng as setlor for the benefit of himself and his family.
2. Mountain Tai Apolo Investment Limited holds 786,768,000 Shares. Mountain Tai Apolo Investment
Limited is wholy owned by ORIX (China) Investment Company Limited, which is in turn wholy
owned by ORIX Corporation. ORIX Asia Capital Limited holds 400,000,000 Shares and is wholy
owned by ORIX Corporation. Acordingly, ORIX Corporation is demed to be interested in the
786,768,000 Shares held by Mountain Tai Apolo Investment Limited and the 400,000,000 Shares held
by ORIX Asia Capital Limited.
Save as disclosed above, the Company has no other outstanding securities, options or
warants in isue which confer any right to subscribe for, convert or exchange into Shares as
at the Latest Practicable Date.
8. APLICATION FOR WHITEWASH WAIVER
Huatai is the sole financial adviser to the Subscriber in respect of the Subscription.
Acordingly, Huatai and persons controling, controled by or under the same control as Huatai
are presumed to be acting in concert with the Subscriber in acordance with clas (5) of the
definition of “acting in concert” under the Takeovers Code.
As at the Latest Practicable Date, neither the Subscriber nor any party acting in concert
with it owns, controls or directs any Shares or convertible securities, warants or options (or
outstanding derivatives) in respect of Shares.
Asuming there is no other change in the share capital of the Company from the Latest
Practicable Date up to and including the date of Completion, the Subscriber wil hold
5,100,000,000 Shares upon Completion, representing 38.60% of the isued share capital of the
Company as enlarged by the alotment and isue of the Subscription Shares. Under Rule 26.1
of the Takeovers Code, the Subscriber would be obliged to make a mandatory general ofer to
the Shareholders for al the isued Shares and other securities of the Company not already
owned or agred to be acquired by it or parties acting in concert with it unles the Whitewash
Waiver is obtained from the Executive. In this regard, an aplication has ben made by the
Subscriber to the Executive for the granting of the Whitewash Waiver pursuant to Note 1 on
Dispensations from Rule 26 of the Takeovers Code in respect of the alotment and isue of the
Subscription Shares.
The Whitewash Waiver, if granted by the Executive, wil be subject to, among other
things, (i) the aproval by at least 75% of the votes cast by the Independent Shareholders either
in person or by proxy in respect of the Whitewash Waiver at the EGM; and (i) the aproval
by more than 50% of the votes cast by the Independent Shareholders in respect of the
Subscription (including the Specific Mandate) that are cast either in person or by proxy at the
EGM. As obtaining the Whitewash Waiver is one of the conditions precedent to the
Subscription Agrement and such condition is not waivable, the Subscription wil not proced
if the Whitewash Waiver is not granted by the Executive, or is not aproved by the Independent
Shareholders.
As at the date of the Latest Practicable Date, the Company did not believe that the
Subscription, the Specific Mandate and the Whitewash Waiver and the respective transactions
contemplated thereunder would give rise to any concerns in relation to compliance with other
aplicable rules or regulations (including the Listing Rules). The Company notes that the
Executive may not grant the Whitewash Waiver if the Subscription, the Specific Mandate or the
Whitewash Waiver does not comply with other aplicable rules and regulations. Should any
concerns be raised regarding the Subscription, the Specific Mandate, or the Whitewash Waiver
not being in compliance with other aplicable rules and regulations, the Company wil
endeavor to adres and resolve such isues.
9. FUTURE INTENTIONS OF THE SUBSCRIBER REGARDING THE GROUP AND
REASONS FOR THE SUBSCRIBER’S SUBSCRIPTION
As at the Latest Practicable Date, the Company (i) had no intention, arangement,
agrement, understanding or negotiation (concluded or otherwise) to downsize or dispose of
the existing busines; and (i) did not expect to enter into any other arangement or transaction
with the Subscriber and or its asociate apart from the Subscription. Upon Completion, the
Subscriber wil become a controling shareholder (as defined under the Listing Rules) of the
Company. The Subscriber intends to continue the existing principal busineses of the Group.
Save for the personel changes disclosed in the section headed “Proposed Change in Board
Composition” below, the Subscriber has no intention to introduce any major changes to the
existing operation and busines of the Company, including to (i) discontinue the employment
of any employes of the Group other than in the ordinary course of busines; or (i) redeploy
the fixed asets of the Company other than those in its ordinary and usual course of busines.
In terms of the long-term comercial justification for the Subscription, the Subscriber shares
the view of the Directors as disclosed in the paragraph headed “Reasons for and benefits of the
Subscription and use of proceds” above, and wishes to emphasise the folowing aditional
considerations:
The Company poseses ireplaceable unique advantages in the industry
The Company owns and operates seven cultural tourism projects themed around marine
culture in major central and tourist cities acros China. It is also planing to launch a new
large-scale marine theme park in Beijing, giving its aset portfolio a distinctive nationwide
presence. The Company is the world’s first theme park operator to bring the international IP
“Ultraman” to life in a real-world entertainment seting, demonstrating outstanding product
inovation capabilities. Aditionaly, oportunities for the transfer or sale of controling stakes
in large theme park groups are rare in the market.
Curent market capitalization is at a low point, with high certainty of investment returns
Due to previous debt burdens and the impact of the pandemic, the Company’s market
capitalization has long ben at a historical low. However, the Subscriber has strong confidence
in its aset quality–especialy in core parks such as Shanghai, and its cash flow is recovering
rapidly, indicating strong potential for swift profitability restoration.
To ilustrate the high quality of the core parks of the Company, the Shanghai park of the
Company is located in Shanghai Lingang and forms an industrial cluster with surounding
cultural tourism developments. As a rare large-scale marine-themed park in the Yangtze River
Delta region, it covers China’s most economicaly dynamic urban clusters and high-spending
customer groups, enjoying first-mover advantages and strong growth potential. Aditionaly,
serving as the Group’s flagship project with an ocean culture theme, it features six themed
pavilions – including the Volcano Shark Pavilion and Arctic Iceberg Pavilion – thre animal
performance venues such as the Orca Theater, two themed hotels, and more than ten large and
medium-sized amusement facilities, ofering a rich and diversified product mix. Furthermore,
as a leader in marine wildlife conservation, the core team boasts nearly 20 years of experience
in marine park operations and marine life preservation. Moreover, since 2022, globaly
renowned IPs like Ultraman and One Piece have ben introduced to expand ofline
entertainment oferings, with new Ultraman-themed entertainment zones (including exhibition
areas, theaters, themed restaurants, shops, amusement centers, and an electronic music plaza),
themed hotels, and One Piece-themed stores already opened, more renowned IPs are planed
for future integration to further enhance visitor apeal. The park also caters to various customer
groups including families, couples, and children, the park combines marine-themed
exploration, amusement facilities, imersive IP experiences, themed shows and animal
interactions, as wel as dining, retail, and leisure entertainment, creating an al-day, ful-cycle
recreational experience.
The Subscription Price caries a certain premium over the Company’s net asets,
reflecting the Subscriber’s recognition of the Company’s intrinsic value. Nevertheles, the
overal investment cost (i.e. the agregate consideration of HK$2,295,000,000 payable by the
Subscriber to the Company upon Completion) is more cost-efective compared to building
cultural tourism content and projects from scratch, based on the folowing considerations:
– Strategic nationwide presence: The Company’s projects have ben established in
central cities and tourist destinations such as Shanghai, Zhengzhou, Sanya, and
Dalian, achieving a nationwide chain layout with high entry bariers for competitors.
– Building a complete busines ecosystem is extremely costly; the Subscription
enables one-stop aces to ful-chain capabilities: The Company integrates ocean
culture, polar animals, performing arts content, amusement facilities, hotel and
catering, comercial entertainment, and IP operations into an integrated solution,
forming a comprehensive ful-chain operation platform. Building this from scratch
would require crosing multiple profesional thresholds, years of acumulation, and
multiple rounds of trial and eror, making short-term replication dificult.
– Established high anual visitor trafic and brand recognition: The Company’s parks
have a high anual visitor trafic, high industry brand recognition and strong
customer loyalty.
– Driving growth through comprehensive tourism and leisure solutions: The
Company’s tourism and leisure services and solutions busines ofers a ful range of
early-stage services – including design planing and construction consulting – to
third-party clients, in adition to managing the operations of completed projects.
This busines model leverages the advantages of platform expansion and economies
of scale, creating a secondary engine for profitable growth.
Provides high-quality industry operations and management capabilities
Comprehensive operational capability is crucial for the sustainable development of
companies in the theme park industry. The Company has over 20 years of experience in the
development and operation of the cultural tourism industry, with its core management team
each having more than 10 years of industry experience. The Company poseses dep industry
insight and experience in theme park investment coperation, overal planing, design,
development and construction, IP customization and aplication, animal care, and ongoing
operational management.
Synergy efects betwen the Group and Sunriver
Sunriver focuses on “cultural content + ecological tourism + leisure vacation,” with
resource-based scenic areas mainly featuring mountainous regions, covering areas such as
Greater Western Hunan, Greater Huangshan, and the Yangtze River Delta. Its customer base is
widely distributed and relatively balanced. The Company, on the other hand, is deply engaged
in “marine IP + technological experience + imersive interaction,” with flagship projects in
cities like Dalian, Sanya, and Shanghai, targeting families and young urban groups. The two
companies difer in product types, regional layouts of busines operations, customer structures,
and busines models, alowing for mutual learning and resource integration. Based on their
shared understanding, after Completion of the Subscription, the Company’s series of brands,
development strategy, core busines, and core team wil remain unchanged, and both parties
wil work together to empower and promote the Company’s sustainable development.
The Subscriber and the Company also intend to maintain the listing of the Shares on the
Stock Exchange folowing the Completion. The Board is aware of the Subscriber’s future
intentions on the busines and operation of the Group and considers that there wil be no
material change to the existing busines and employment of the existing employes of the
Group as a result of the Subscription, save for the personel changes disclosed in the section
headed “Proposed Change in Board Composition” section below.
10. PROPOSED CHANGE IN BOARD COMPOSITION
The Board is curently made up of nine Directors, comprising thre executive Directors,
being Mr. Qu Naijie (Chairman), Mr. Qu Cheng and Mr. Li Kehui, thre non-executive
Directors, being Mr. Wang Xuguang, Mr. Go Toutou and Mr. Yuan Bing, and thre independent
non-executive Directors, being Mr. Zhu Yuchen, Mr. Wang Jun and Ms. Shen Han.
It is expected that there wil be a change in composition of the Board. As stated under the
Subscription Agrement, after Completion, the Company shal coperate in completing the
change in the composition of the Board and the replacement of senior management personel
of the Company. As at the Latest Practicable Date, the Subscriber and the Company have not
decided on the changes to be made. Any change to the Board composition wil be made in
compliance with the Takeovers Code and the Listing Rules.
11. FORMATION OF THE INDEPENDENT BOARD COMITE
The Independent Board Comite comprising Mr. Yuan Bing and Mr. Go Toutou, who
are non- executive Directors, and al the independent non-executive Directors, has ben formed
under Rule 2.1 of the Takeovers Code to advise the Independent Shareholders in respect of the
Subscription, the Whitewash Waiver and the respective transactions contemplated thereunder.
As Mr. Wang was involved in the negotiations of the Subscription, which may compromise his
ability to provide an impartial asesment to the Shareholders as a member of the Independent
Board Comite, he wil not serve as a member of the Independent Board Comite.
None of the members of the Independent Board Comite has any interest or
involvement in the Subscription Agrement, the Specific Mandate, the Whitewash Waiver
and/or the Increase in Authorised Share Capital.
12. APOINTMENT OF INDEPENDENT FINANCIAL ADVISER
Somerley Capital Limited has ben apointed as the Independent Financial Adviser with
the aproval of the Independent Board Comite in compliance with Rule 2.1 of the
Takeovers Code, to advise the Independent Board Comite and the Independent
Shareholders on the Subscription, the Whitewash Waiver and the respective transactions
contemplated thereunder.
13. PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL
The existing authorised share capital of the Company is US$500,000 divided into
10,000,000,000 Shares of nominal value of US$0.00005 each, of which 8,114,002,000 Shares
are in isue.
To ensure that the Company has adequate share capital to facilitate the Subscription and
to suport its ongoing and future busines expansion, the Board proposes to increase the
authorised share capital of the Company to US$750,000 divided into 15,000,000,000 Shares by
the creation of aditional 5,000,000,000 new Shares (the “Increase in Authorised Share
Capital”). Such new Shares, upon isue, shal rank pari pasu in al respects with the existing
Shares.
The proposed Increase in Authorised Share Capital is subject to the aproval of the
Shareholders by way of pasing an ordinary resolution at the EGM.
The Directors are of the view that the Increase in Authorised Share Capital is in the
interest of the Company and its Shareholders as a whole.
14. EGM
The EGM wil be held to consider and, if thought fit, pas resolutions to aprove, among
other maters, the Subscription Agrement, the Specific Mandate, the Whitewash Waiver, the
Increase in Authorised Share Capital and the respective transactions contemplated thereunder.
In acordance with the Listing Rules and the Takeovers Code, (i) Mr. Yu, the Subscriber
and its asociates; (i) any parties acting in concert with Mr. Yu or the Subscriber; and (i) the
Shareholders involved or interested in the Subscription or the Whitewash Waiver, wil be
required to abstain from voting on the resolution(s) to aprove the Subscription, the Specific
Mandate, the Whitewash Waiver and the respective transactions contemplated thereunder at the
EGM. Mr. Wang, a non-executive Director, was involved in the negotiations of the
Subscription and wil therefore abstain from voting on the resolution(s) to aprove the
Subscription, the Specific Mandate, the Whitewash Waiver and the respective transactions
contemplated thereunder at the EGM.
Mr. Wang wil also voluntarily abstain from voting on the resolution to aprove the
Increase in Authorised Share Capital at the EGM.
Save as disclosed above, as at the Latest Practicable Date, no other Shareholder had any
material interest in the Subscription, the Specific Mandate, the Whitewash Waiver and the
Increase in Authorised Share Capital, and no other Shareholder was required to abstain from
voting at the EGM on the resolutions aproving the Subscription, the Specific Mandate, the
Whitewash Waiver and the Increase in Authorised Share Capital.
A notice convening the EGM to be held at Large Meting Rom, 31st Flor, Building A,
Foreshore Beach World Trade Centre Phase 1, No. 4, Lane 255, Dongyu Road, Pudong New
District, Shanghai, the PRC on Tuesday, 19 August 2025 at 3:00 p.m. is set out on pages 93
to 95 of this circular.
A form of proxy for use at the EGM is enclosed with this circular. Whether or not you are
able to atend the EGM, you are requested to complete the form of proxy in acordance with
the instructions printed thereon and return it to the branch share registrar of the Company in
Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt
Road, Hong Kong, as son as posible but in any event not les than 48 hours before the time
apointed for the holding of the EGM or any adjournment thereof. Completion and return of
the form of proxy wil not preclude Shareholders from atending and voting at the EGM or any
adjournment thereof should you so wish. An anouncement on the results of the vote by pol
wil be made by the Company after the EGM in acordance with the Listing Rules and the
Takeovers Code.
For determining eligibility to atend and vote at the EGM, the register of members of the
Company wil be closed from Thursday, 14 August 2025 to Tuesday, 19 August 2025, both days
inclusive, during which period no transfer of the Shares wil be registered. In order to be
eligible to atend and vote at the EGM, al transfer of the Shares, acompanied by the relevant
share certificates, must be lodged with the Company’s Hong Kong share registrar, Tricor
Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for
registration no later than 4:30 p.m. on Wednesday, 13 August 2025.
The Subscription is subject to the satisfaction (or waiver) (as the case may be) of a
number of conditions precedent set out under the section headed “Conditions precedent” in this
circular, including aproval by the Independent Shareholder s at the EGM for the Subscription
and the Whitewash Waiver, and the granting of the Whitewash Waiver by the Executive.
As such, the Subscription may or may not proced. Shareholders and potential investors
are advised to exercise caution when dealing in the Shares, and are recomended to consult
their profesional advisers if they are in any doubt about their position and as to actions that
they should take.
15.RECOMENDATION
Your atention is drawn to (i) the leter from the Independent Board Comite, which
contains the recomendation of the Independent Board Comite to the Independent
Shareholders concerning, among other things, the Subscription and the Whitewash Waiver and
as to voting; and (i) the leter of advice from the Independent Financial Adviser to the
Independent Board Comite and the Independent Shareholders in relation to the Subscription
and the Whitewash Waiver. The Directors (including the Independent Board Comite, after
considering the advice of the Independent Financial Adviser) consider that the Subscription
and the Whitewash Waiver are fair and reasonable and in the interest of the Company and the
Shareholders as a whole.
Acordingly, the Directors recomend the Independent Shareholders to vote in favour of
the resolution(s) to aprove the Subscription, the Specific Mandate, the Whitewash Waiver and
the Increase in Authorised Share Capital to be proposed at the EGM.
16.ADITIONAL INFORMATION
Your atention is drawn to the aditional information set out in the apendices to this
circular and the notice of the EGM.
By order of the Board
Haichang Ocean Park Holdings Ltd.
Qu Naijie
Executive Director, Chairman of the Board
and Chief Executive Oficer