风范股份跨界并购，上交所火速问询

Group 1 - The company announced the acquisition of 51% equity in Beijing Yanling Jiaye Intelligent Technology Co., Ltd. for 383 million yuan using its own and raised funds [1] - The target company is expected to achieve net profits of no less than 40 million yuan, 60 million yuan, and 80 million yuan in the years 2026, 2027, and 2028 respectively [4][7] - The acquisition will make the target company a subsidiary and included in the company's consolidated financial statements [4] Group 2 - The company's main business includes the production and sales of iron towers and photovoltaic products, while the target company specializes in explosion-proof automation equipment and heavy-duty machinery, indicating a lack of synergy between the two businesses [6] - The company is projected to incur a net loss of between 380 million yuan and 320 million yuan in 2025 [6] - The Shanghai Stock Exchange has requested additional disclosures regarding the rationale for the acquisition despite the company's expected losses and the integration capabilities with the target company [6][8] Group 3 - The target company's historical performance shows modest revenues of 175 million yuan and 171 million yuan for the years 2024 and 2025 respectively, with net profits of 3.28 million yuan and 9.64 million yuan during the same periods [6] - The valuation of the target company shows a significant increase, with a 249.77% appreciation in value based on the income approach, raising regulatory concerns [7] - The payment for the acquisition will be made in two installments, with 20% paid within ten working days after the agreement becomes effective and the remaining amount paid after all conditions are met [8]