棒杰股份: 关于合资公司受让股权并减资暨关联交易的公告

Overview - Zhejiang Bangjie Holdings Group Co., Ltd. has established a joint venture named Jiangshan Bangjie New Energy Technology Co., Ltd. to implement a 16GW N-type high-efficiency battery cell and a 16GW large-size photovoltaic silicon wafer cutting project [1][12] - The joint venture agreement was signed between Bangjie New Energy Technology Co., Ltd. and Chuzhou Xinlian New Energy Equity Investment Partnership (Limited Partnership) with a registered capital of RMB 1.62 billion [1][12] Investment and Financial Structure - The joint venture's registered capital is RMB 1.62 billion, with Bangjie New Energy contributing RMB 820 million (50.62%) and Xinlian Fund contributing RMB 800 million (49.38%) [1][12] - The first phase of the capital contribution is RMB 162 million, with subsequent contributions based on project progress [1] Share Transfer and Reduction - Due to unfavorable market conditions, the joint venture will repurchase all shares held by Xinlian Fund through a directed capital reduction, with a total exit price of RMB 85.8739726 million [3][12] - The repurchase will be executed following the approval of the board and shareholders, with independent directors confirming the fairness of the transaction [4][12] Financial Performance - The joint venture has reported significant losses, with a total profit of -RMB 15.298 million for the year ending March 31, 2025 [7] - The total assets of the joint venture were approximately RMB 141.98 million as of December 31, 2024, with total liabilities of RMB 6.23 million [6][7] Regulatory Compliance - The transaction is classified as a related party transaction and does not constitute a major asset restructuring, thus not requiring approval from regulatory authorities [5][12] - The company will follow legal procedures for the capital reduction and ensure compliance with relevant regulations [12][14] Strategic Decision - The decision to terminate the Jiangshan high-efficiency photovoltaic battery cell and large-size silicon wafer cutting project was made based on changes in the photovoltaic market environment, allowing the company to focus resources on its core business [12][14] - The company aims to optimize resource allocation and enhance long-term development interests through this strategic move [12][14]