拟跨界收购炎凌嘉业51%股权，风范股份“火速”收上交所问询函

Core Viewpoint - The company plans to acquire 51% of Beijing Yanling Jiaye Intelligent Technology Co., Ltd. for 383 million yuan, despite significant differences in business focus and a lack of relevant industry experience [1][2] Group 1: Acquisition Details - The acquisition involves using the company's own and self-raised funds amounting to 383 million yuan [1] - The target company, Yanling Jiaye, specializes in explosion-proof automation equipment and heavy-duty machinery, which is not aligned with the company's main business of tower and photovoltaic production and sales [1] - Following the acquisition, Yanling Jiaye will become a subsidiary and will be included in the company's consolidated financial statements [1] Group 2: Financial Performance and Commitments - The company expects a net profit loss of between 320 million yuan and 380 million yuan for the year 2025 [1] - The performance commitment from the target company includes a minimum net profit of 40 million yuan, 60 million yuan, and 80 million yuan for the years 2026, 2027, and 2028, respectively [1] - If the performance targets are not met, the maximum compensation amount is capped at the total acquisition price of 383 million yuan [1] Group 3: Regulatory Inquiry - The Shanghai Stock Exchange issued an inquiry regarding the purpose of the transaction, the financial status of the target company, valuation, payment arrangements, and the parties involved [2] - The exchange requested additional disclosures on the relationship between the new business and the company's existing operations, as well as the rationale for pursuing a cross-industry acquisition amid current losses [2] - The inquiry also seeks clarification on the target company's industry position and competitive advantages [2]