On November 2, Tongwei Co., Ltd. disclosed a revised draft plan for acquiring assets through share issuance and cash payment while raising supporting funds, proposing to acquire a 100% equity stake in Qinghai Lihao Clean Energy Co., Ltd.
Compared to the previous plan, this revision primarily adjusts the pricing benchmark date and the issue price for the share issuance to purchase assets, with the issue price revised down from the original RMB 15.20 per share to RMB 9.12 per share. According to the revised draft, the estimated total transaction consideration for the 100% equity interest in the target company will not exceed RMB 4.8 billion.
Issue Price Adjusted to RMB 9.12 per Share
Under the revised draft, the transaction intends to acquire the 100% equity stake in Lihao Clean Energy held by 57 shareholders—including Duan Yong, Hainan Zhuoyue, and Hainan Haoyue—through a combination of share issuance and cash payment, while concurrently issuing shares to no more than 35 eligible qualified investors to raise supporting funds.
The pricing benchmark date for the share issuance to purchase assets has been adjusted to the date of the announcement of the resolutions of the 14th meeting of Tongwei's 9th Board of Directors. For the 20, 60, and 120 trading days prior to the pricing benchmark date, the company's average share trading prices were RMB 11.39 per share, RMB 12.06 per share, and RMB 12.82 per share, respectively, with 80% of these values standing at RMB 9.11 per share, RMB 9.65 per share, and RMB 10.26 per share. Following negotiations among the transaction parties, the issue price was finalized at RMB 9.12 per share, representing a decline of approximately 40% from the prior level.
Regarding this adjustment, Tongwei stated that since the disclosure of the initial plan, factors impacting the transaction—such as market conditions across the photovoltaic (PV) sector—have undergone marked changes, and all parties have remained in discussions regarding the specific terms; therefore, the board of directors reconvened to establish the pricing benchmark date and issue price for the transaction.
Estimated Total Consideration Capped at RMB 4.8 Billion
In terms of the transaction target, Lihao Clean Energy's principal business is the research and development, production, and sale of high-purity crystalline silicon. Upon completion of the transaction, Tongwei will hold a 100% equity stake in Lihao Clean Energy.
The revised draft disclosed that, based on preliminary negotiations among the parties, the estimated total transaction consideration for the 100% equity interest in Lihao Clean Energy will not exceed RMB 4.8 billion. However, as of the signing date of the draft plan, the audit and appraisal work for the target company has not yet been completed, and the final transaction price will ultimately be determined through mutual negotiations among the parties based on the asset appraisal report issued by a qualified asset valuation institution.
Financially, as of September 30, 2026, Lihao Clean Energy recorded total assets of RMB 10.031 billion, total liabilities of RMB 5.544 billion, and total owners' equity of RMB 4.487 billion.
In the first three quarters of 2026, the company generated operating revenue of RMB 1.622 billion, an operating loss of RMB 814 million, and a net loss of RMB 676 million. In 2025, it achieved operating revenue of RMB 2.651 billion with a net loss of RMB 379 million; in 2024, operating revenue stood at RMB 3.959 billion alongside a net loss of RMB 738 million. All of the aforementioned financial figures are unaudited.
Tongwei stated that the transaction aims to further optimize the company's industrial layout, and the specific terms remain under negotiation. Subsequent transaction procedures still require the completion of audit and appraisal work on the target assets, approvals by Tongwei's board of directors and shareholders' general meeting, review by the Shanghai Stock Exchange (SSE), and registration with the China Securities Regulatory Commission (CSRC); uncertainties remain regarding whether the deal will ultimately materialize and the timeline for its implementation.
Source：EnergyTrend
