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ST长园: 关于上交所对公司出售参股子公司股权事项的监管工作函的回复公告

Core Viewpoint - The company is responding to the Shanghai Stock Exchange's regulatory inquiry regarding the sale of a 25% stake in its subsidiary, Changyuan Electronics, which is valued at 3.4 billion yuan, below its assessed value of 15.163 billion yuan [1][10]. Valuation and Transaction Price - The valuation of Changyuan Electronics was conducted using the income approach, with the assessed value of 100% equity at 15.163 billion yuan, while the 25% stake is priced at 3.4 billion yuan, indicating a discount of 10.31% from the assessed value [1][12]. - The net assets of Changyuan Electronics increased from approximately 3.71 billion yuan in 2018 to about 11.96 billion yuan currently, reflecting a significant growth [1][10]. Financial Projections - The projected revenue for Changyuan Electronics from 2025 to 2029 is as follows: - 2025: 126.77 million yuan - 2026: 134.34 million yuan - 2027: 140.20 million yuan - 2028: 144.80 million yuan - 2029: 148.88 million yuan - The revenue growth rates are projected to decline from 6.84% in 2025 to 2.82% in 2029 [2][8]. Cost and Profitability - The total operating costs for Changyuan Electronics are projected as follows: - 2025: 90.45 million yuan - 2026: 97.12 million yuan - 2027: 102.52 million yuan - 2028: 106.73 million yuan - 2029: 110.34 million yuan - The gross profit margin is expected to decrease from 28.65% in 2025 to 25.89% in 2029 [3][9]. Cash Flow and Financial Health - The projected cash flows for Changyuan Electronics are as follows: - 2025: 9.16 million yuan - 2026: 9.49 million yuan - 2027: 9.78 million yuan - 2028: 9.91 million yuan - 2029: 9.83 million yuan - The cash flow growth rate is expected to decline from 3.66% in 2025 to -0.82% in 2029 [9][10]. Transaction Rationale - The sale of the 25% stake is aimed at improving liquidity and optimizing the asset structure of the company, as the subsidiary has not provided significant dividends to the parent company [14][17]. - The company has faced financial challenges, including a reported loss of 9.78 billion yuan in 2024, necessitating the sale to repay bank loans and supplement operational funds [18]