上海豫园旅游商城（集团）股份有限公司关于上海证券交易所监管工作函回复的公告

Core Viewpoint - The company, Shanghai Yuyuan Tourist Mart (Group) Co., Ltd., is responding to regulatory inquiries regarding the sale of its subsidiary, Ningbo Xingjian Asset Management Co., Ltd., emphasizing the necessity and rationale behind the asset sale amid the cyclical downturn in the real estate market [1][2]. Group 1: Sale Necessity and Rationale - The company previously acquired Ningbo Xingjian in 2018 as part of a broader strategy to enhance its capabilities in the health and wellness real estate sector, with the asset being valued at approximately 97.69 million RMB at the time of acquisition [3][4]. - The decision to sell is influenced by the declining performance of Ningbo Xingjian, which has seen a significant drop in revenue and an increase in net losses due to market conditions and operational challenges [5][6]. - The sale price for the subsidiary is set at 91.79 million RMB, reflecting a strategic move to streamline operations and focus on core high-potential industries [6][8]. Group 2: Financial and Operational Context - As of October 31, 2025, Ningbo Xingjian reported total assets of approximately 162 million RMB, a significant decrease of 64.58% from the previous year, with liabilities also reduced to about 73 million RMB [29]. - The company has not distributed dividends since its acquisition, and the financial support provided by the parent company has been aimed at facilitating project development and operational needs [4][5]. - The asset's valuation for the sale is based on an asset-based approach, with a total asset valuation of 89.55 million RMB, reflecting the current market conditions and operational status of the subsidiary [12][21]. Group 3: Transaction Details and Valuation - The transaction involves a structured payment plan, with an initial deposit of 37.5 million RMB and subsequent payments contingent on the settlement of Ningbo Xingjian's outstanding debts [33][34]. - The valuation process considered the declining real estate market, with property values in Ningbo experiencing a downward trend, impacting the overall assessment of the asset's worth [22][28]. - The company has ensured that the transaction adheres to market principles, with no undisclosed relationships or agreements affecting the sale [11][18].