风范股份:拟3.83亿元收购炎凌嘉业51%股权

Core Viewpoint - The company Fengfan Co., Ltd. plans to acquire 51% of Beijing Yanling Jiaye Intelligent Technology Co., Ltd. for RMB 383 million, indicating a strategic move to enhance its portfolio in the automation and heavy machinery sectors [1] Group 1: Acquisition Details - The total valuation of the target company is RMB 751 million, with an increase in the assessed value of RMB 527 million compared to the audited parent company's net equity, reflecting a growth rate of 235.47% [1] - The assessed value based on the consolidated financial statements shows an increase of RMB 536 million, with a growth rate of 249.77% [1] Group 2: Performance Commitments - The performance guarantor has committed to achieving a post-tax net profit attributable to the parent company of no less than RMB 40 million, RMB 60 million, and RMB 80 million for the years 2026, 2027, and 2028, respectively [1] - If the performance targets are not met, the maximum compensation amount for the performance commitment is capped at the total acquisition price of RMB 383 million [1] Group 3: Post-Acquisition Impact - Following the completion of the transaction, Yanling Jiaye will become a subsidiary of Fengfan Co., Ltd. and will be included in the company's consolidated financial statements [1]