七年前收购的康养资产折价售予塑料贸易商合理性遇问询 豫园股份回复

Core Viewpoint - The company, Yuyuan Holdings (豫园股份), is selling 100% equity of Ningbo Xingjian Asset Management for 91.79 million yuan, which is a significant discount from the 97.69 million yuan it paid in 2018, raising regulatory concerns due to the company's ongoing losses and the nature of the buyer [1] Group 1: Transaction Details - The transaction involves the sale of a company that was initially acquired as a "core asset" for health and wellness real estate but has since incurred continuous losses, with a net loss of 87.18 million yuan in the first ten months of 2025 [1] - The company explained that the acquisition aimed to quickly enter the health and wellness real estate market, but market downturns and poor sales of membership in the elder care sector led to difficulties in covering operational costs [1] - The company emphasized that the sale is intended to "revitalize existing assets" and refocus on high-growth core businesses [1] Group 2: Financial Adjustments and Concerns - Prior to the sale, the company executed a debt-to-equity swap amounting to 126 million yuan to improve the capital structure of the target company, which changed the net asset value from -36.73 million yuan to 89.34 million yuan [1] - The regulatory body raised questions regarding the lack of disclosed interest arrangements with the buyer, a plastic trading company, which has no synergy with elder care real estate [1] - The company denied any related party relationships and stated that the buyer's funds came from its own resources and bank loans, having already paid 150 million yuan for the transaction [1] Group 3: Potential Liabilities - An assessment report indicated that 146 customers might request refunds for memberships, amounting to approximately 89 million yuan, which was not included in the transaction price [1] - The company stated that if refunds occur after the financial settlement date of November 20, 2025, the responsibility would fall on the buyer, although potential dispute risks remain [1]