预亏超3亿元还要跨界？风范股份3.83亿元收购遭问询 公司内部人士：系控股股东战略考虑

Core Viewpoint - Fengfan Co., Ltd. announced a plan to acquire 51% of Beijing Yanling Jiaye Intelligent Technology Co., Ltd. for approximately 383 million yuan, despite a recent profit warning indicating a projected loss of 320 to 380 million yuan for 2025 [2][3][8] Group 1: Acquisition Details - The acquisition aims to enhance Fengfan's capabilities in high-end intelligent equipment, with Yanling Jiaye valued at 751 million yuan based on a 249.77% appreciation using the income approach [2][4] - The Shanghai Stock Exchange issued an inquiry regarding the transaction's purpose, performance commitments, financial status, valuation, payment arrangements, and counterparties [2][4] - Company representatives indicated that they are actively preparing responses to the inquiry and do not anticipate changes to the transaction plan [2][4] Group 2: Financial Context - Despite the planned acquisition, Fengfan is facing significant losses, with a projected net loss of 320 to 380 million yuan for 2025, raising questions about the source of funds for the acquisition [3][8] - Company insiders stated that they have sufficient cash reserves and plan to use cash along with financial instruments to complete the acquisition [3][8] Group 3: Strategic Considerations - The acquisition is part of a broader strategic initiative by the controlling shareholder, Tangshan Industrial Holding Group, to diversify and reposition Fengfan towards intelligent equipment [4][5] - The company aims to leverage Yanling Jiaye's expertise in explosion-proof automation equipment to facilitate its transition from traditional manufacturing to smart technology [5][9] Group 4: Performance Commitments - Yanling Jiaye has performance commitments to achieve net profits of no less than 40 million, 60 million, and 80 million yuan for the years 2026 to 2028, totaling at least 180 million yuan [5][6] - If these performance targets are not met, the maximum compensation for the performance commitment will equal the acquisition price of 383 million yuan [6][8] Group 5: Previous Acquisition Experience - This is not Fengfan's first attempt at a cross-industry acquisition; a previous acquisition in the solar energy sector did not meet performance expectations, resulting in a compensation payment of 393 million yuan [7][8] - The company is currently facing challenges from the solar sector, including a projected goodwill impairment of approximately 339 million yuan due to industry downturns [8][9]