As the Lunar Year of the Horse approaches, the beluga whales and dolphins at the Dalian Sunasia Ocean World continue to perform diligently, alongside the penguins that once played a role in the company's difficult turnaround efforts. During the Spring Festival holiday, the aquarium launched the "Sunasia Seven Days of Spring Festival Joy" and various themed activities rich in festive atmosphere and interactive experiences, creating a stark contrast to the internal pressures the company is working to resolve.
Despite significant anxieties, the priority is to celebrate the New Year. Regarding concerns over whether the food supply for the performing animals might be cut off, Dalian Sunasia has emphasized that "this is not a problem." Whether Dalian Sunasia itself faces a funding cutoff depends on how Tongcheng Travel navigates this highly complex strategic game. Following the Lunar New Year, Dalian Sunasia's fate could undergo a dramatic transformation should Tongcheng Travel's takeover be finalized.
In July 2025, the long-turbulent Dalian Sunasia disclosed an acquisition plan. Shanghai Tongcheng would acquire a 30.88% stake, reducing the shareholding of the original major shareholder, Dalian Xinghaiwan, to 18.48%. This signifies that Tongcheng Travel would become the indirect controlling shareholder of Dalian Sunasia through its control of Shanghai Tongcheng, changing the company's nature from a state-owned enterprise to a private one. In the past, Dalian Sunasia experienced internal conflict when a new investor from Zhejiang attempted to take over, resulting in physical altercations between the old and new management teams.
Looking ahead, due to Tongcheng Travel itself having no actual controller, Dalian Sunasia will also transition to having no actual controller. Regarding Dalian Sunasia's current entanglement in multiple lawsuits, Qin Wenxi, Vice Chairman of the China Enterprise Capital Alliance and Chief Economist for China, believes that after Tongcheng takes control, a comprehensive audit of historical projects will be necessary to prevent "old risks remaining unresolved while new ones are buried."
Currently, Dalian Sunasia has not yet received the 956 million yuan that Shanghai Tongcheng is required to pay for the share subscription. While awaiting the approval process and before the funds are securely received, Dalian Sunasia cautiously stated that only an intention has been reached between the parties. Internal approvals have passed following shareholder and board meetings, but regulatory reviews from the stock exchange and the China Securities Regulatory Commission are still required. When asked if the deal is certain, the company indicated, "We cannot guarantee it."
As of the market close on February 13, Dalian Sunasia's stock price was 37.5 yuan per share, an increase of 1.87%, with a total market capitalization of 4.892 billion yuan.
**200 Million Yuan in Legal Pressure, Majority of Cases Resolved**
On February 11, Dalian Sunasia disclosed that it had reached a settlement agreement with Yingkou Jintailongyue Seaview Hotel Co., Ltd. regarding a equity transfer dispute. If Dalian Sunasia fails to fulfill the payment obligation for the first installment as stipulated in the agreement, the agreement will terminate and cease to be legally binding on both parties. As of January 31, 2026, Dalian Sunasia still owed the applicant for enforcement in the aforementioned case, Han Yu, 144 million yuan in principal, approximately 98.8733 million yuan in interest and default penalties, and about 867,600 yuan in first-instance court acceptance fees, totaling approximately 244 million yuan.
Before February 16, 2026, Dalian Sunasia must pay Han Yu the first installment of approximately 80 million yuan in principal. After Han Yu completes the agreed-upon procedures for lifting asset freezes, Dalian Sunasia must then pay the remaining principal of approximately 64.0457 million yuan. Following Han Yu's waiver of part of the interest, penalty interest, delayed performance fines, and default penalties in the case, the two parties will execute the settlement based on 65.0867 million yuan for these items. Dalian Sunasia also needs to pay the aforementioned court acceptance fee of 867,600 yuan. In other words, after the settlement, Dalian Sunasia still needs to pay compensation of around 200 million yuan.
On the same day, February 11, Dalian Sunasia also disclosed progress on two other cases: 1. Chongqing Shunyuan Zhengxin No. 1 Equity Investment Fund Partnership (Limited Partnership) sued Dalian Sunasia over an investment contract dispute; the case result was the withdrawal of the arbitration application. 2. Plaintiff Zhang Weijia sued Dalian Sunasia Commercial Management Co., Ltd. over a labor dispute, with litigation costs of 47,500 yuan; the case has been concluded.
According to Tianyancha data, Dalian Sunasia has been the defendant in 56.8% of its involved lawsuits, amounting to 288 cases, with a total case value of 312 million yuan. As of February 12, there were still 6 records of enforcement, with a total enforcement amount of 73.6226 million yuan.
**Can Tongcheng's Entry Improve Dalian Sunasia's Performance?**
Once Tongcheng takes control, can it help improve Dalian Sunasia's performance? Qin Wenxi believes this is not a panacea and advises cautious optimism. He views this as a high-risk strategic game that could bring improvements from the perspectives of optimizing governance structure, capital infusion, and traffic synergy. However, deeper concerns exist. Resistance is expected from the original state-owned shareholder; all shares of the original controlling shareholder, Dalian Xinghaiwan, are judicially frozen, and its appointed director, Wu Jian, abstained in board resolutions, hinting at a difficult integration process. Furthermore, Dalian Sunasia's operational foundation is weak, and Tongcheng itself faces its own pressures, leading market observers to question the decision to acquire a company with such high integration difficulty.
Qin Wenxi further analyzed that after Tongcheng's entry, Dalian Sunasia's primary task is survival, not development. Performance improvement depends on whether it can achieve the following within 12-18 months: debt restructuring to stop the bleeding, improving operational efficiency at its scenic spots, and clearing historical burdens. The transition from state-owned to private enterprise provides flexibility for market-oriented decision-making, but Dalian Sunasia's deep-seated issues—such as stalled projects in other locations, numerous lawsuits, and poor asset quality—require more radical surgery.
**2024 Net Loss of 70 Million Yuan, 2025 Turnaround Relies on "Losing Less Money"**
On January 27, Dalian Sunasia disclosed its performance forecast, estimating a net profit attributable to shareholders of 22 million to 33 million yuan for 2025, achieving a turnaround from a loss in the same period last year. However, the turnaround is primarily attributed to a comprehensive result of factors including a decrease in litigation compensation amounts, reduced litigation case agency fees, and a decrease in obligations to cover investment shortfalls compared to the previous period.
Dalian Sunasia reported a loss of approximately 76.6422 million yuan in 2022. After returning to profitability in 2023, it incurred another loss of approximately 70.1822 million yuan in 2024. Full-year revenue for 2024 grew by less than 8%, reaching about 505 million yuan. The penguins, which once contributed significantly to Dalian Sunasia, continued to play an important role in 2024. The company built and began operating Northeast China's first penguin-themed hotel. Built by the sea, the hotel offers guests a 360-degree view of Gentoo penguins.
Despite an overall steady upward development trend in the domestic tourism industry in 2024 and the penguins again making significant contributions, Dalian Sunasia still reported a loss exceeding 70 million yuan. Furthermore, according to the 2024 annual report disclosure, in December 2023, Dalian Sunasia's controlling subsidiary, Dalian Xinghaiwan Sunasia Tourism Development Co., Ltd., transferred its 70% equity stake in Dalian New World Convention Services Co., Ltd. and received the transfer payment. Consequently, convention services are no longer included in the main business operations for the reporting period.
It is noteworthy that Dalian Sunasia's 2024 annual report explicitly states that "animal operations" constitute one of the company's light-asset output projects and are part of its main business. The term "animal operations" also appeared in the 2020 annual report, explained as revenue from marine life leasing and sales of self-bred marine animals held for sale, also listed as part of the main revenue. However, that year, Dalian Sunasia was questioned by the Shanghai Stock Exchange regarding the commercial logic of selling 52 penguins to boost revenue. When asked about this notable event, Dalian Sunasia stated that during the pandemic, the company also needed to survive.
Dalian Sunasia's predicament lies in its primary revenue source being the Northeast region. In 2020, affected by the pandemic, the number of tourists from Northeast China dropped significantly, with revenue falling 63.2% compared to 2019. In a response to an SSE inquiry on May 19, 2021, Dalian Sunasia disclosed that in 2020, it disposed of 8 penguins classified as productive biological assets (for display purposes), reporting related asset disposal gains of 3.36 million yuan; it sold 44 penguins classified as consumable biological assets, reporting revenue of 18.76 million yuan. In July 2021, Dalian Sunasia disclosed that this 18.76 million yuan in sales revenue was deducted. After the deduction, the company's revenue figure should have been 84.01 million yuan. Subsequently, Dalian Sunasia was placed under Special Treatment (ST).
Qin Wenxi believes that Dalian Sunasia has never found a sustainable profit model. The core competitiveness of an oceanarium lies in its exhibition and operational capabilities, not in breeding and selling animals. Selling penguins is equivalent to "selling equipment to survive," which is unsustainable. The problem with Dalian Sunasia is its outdated model, relying on the traditional scenic spot model dependent on ticket revenue, whose vulnerability was fully exposed during the pandemic. The company lacks innovation; compared to Chimelong's Ocean Kingdom, which emphasizes IP development, hotel配套设施, and entertainment extensions, Dalian Sunasia has remained at the "aquarium" level. Additionally, strategic errors were made, such as the blind expansion into projects in other locations after 2017, which were halted due to funding shortages, leading to significant impairments.
In Qin Wenxi's view, regulators are not unsympathetic to "emergency measures," but they see through the governance failures behind such tactics. Allowing the sale of penguins to maintain listing status would encourage listed companies to abandon their main operations in favor of asset sales, ultimately harming investor interests. What Dalian Sunasia needs is a business model reconstruction, not accounting tricks.
**"Tourism Giant" Takes Over Dalian Sunasia**
Upon successfully completing the subsequent procedures and acquiring Dalian Sunasia, the "Tongcheng system" will possess two listed companies: Tongcheng Travel and Dalian Sunasia. For Tongcheng Travel, Dalian Sunasia represents an A-share listing platform. If integrated smoothly, it could enable dual capital platform operations ("H-share + A-share"), paving the way for future securitization of cultural and tourism assets. Simultaneously, Dalian Sunasia holds two national 4A-level scenic spots—"Dalian Sunasia Ocean World" and "Harbin Polarland"—with annual visitor numbers exceeding 2 million, giving it a significant passenger flow advantage in Northeast China that could synergize with Tongcheng Travel's online traffic.
For Dalian Sunasia, which has long struggled in difficulties, revival requires Tongcheng to possess not only strength but also the ability to perform miracles. It needs comprehensive guidance from operational philosophy to business structure and innovation.
In terms of shareholder structure, Tongcheng Travel is backed by two major shareholders, Tencent and Trip.com, providing support in traffic and supply. However, as Tencent and Trip.com hold comparable stakes in Tongcheng Travel, the company operates without an actual controller.
A further analysis of Tongcheng Travel's board structure reveals that its true helmsman is Wu Zhixiang, former co-founder of Tongcheng Network. Among the board members, there are two co-chairmen. James Liang, with a Trip.com background, serves as a non-executive director, while founder Wu Zhixiang is an executive director, controlling the group's overall strategic planning and business direction.
Wu Zhixiang's story can be termed a "grassroots success model" in China's OTA industry. In 1999, he gave up a vice president position at a Suzhou tourism company to become employee number 176 at Alibaba. However, after his proposal for a travel platform was rejected by Jack Ma, he resolutely left the company. Driven by the conviction that "online travel will be a trillion-yuan market," he returned to Suzhou and founded Tongcheng Network, attracting interest from numerous domestic and international venture capital firms. In July 2015, Wanda Group, together with Tencent and CITIC Capital, made a strategic investment of 6 billion yuan in Tongcheng Travel, valuing the company at 13 billion yuan.
Wu Zhixiang's entrepreneurial journey was not as smooth as it appeared on the surface. Tongcheng's development involved fierce competition from players like Trip.com and JD.com. Ultimately, Wu Zhixiang secured the company's development foundation by introducing partners. Shareholder Tencent provides Tongcheng Travel with traffic support, technical services, and advertising marketing services, helping the company efficiently reach a broad user base in lower-tier markets. The other key shareholder, Trip.com, shares hotel inventory from the supply side. As Tongcheng Travel focuses on lower-tier markets, the two companies essentially compete in different segments, allowing for complementary advantages in customer demographics.
Having perhaps experienced periods of intense industry competition, the current Tongcheng Travel is committed to expanding different business segments around the cultural and tourism industry chain through multiple acquisitions. However, mergers and acquisitions bring not only scale expansion but also a severe test of resource integration capabilities. While the offline assets accumulated through Tongcheng Travel's rapid acquisitions can synergize with its online traffic, they also face challenges such as a sharp increase in management complexity and rising risks of goodwill impairment.
The competition in the online travel industry has evolved from a battle for traffic to a contest of resource control capabilities. Whether Tongcheng Travel can break through in this battle depends on its ability to transform acquired assets into sustainable profitability, rather than merely pursuing scale expansion.