Lopal Tech. (Jiangsu Lopal Tech. Group Co., Ltd.) signed a Capital Increase Agreement on 11 May 2026 with subsidiary Changzhou Liyuan New Energy Technology Group Co., Ltd., existing minority shareholders and new investor Changzhou Jinsha Industrial Investment Partnership.
The Series B investor will inject RMB440.00 million in cash, subscribing for RMB61.17 million of new registered capital—equivalent to 6.83 % of Changzhou Liyuan’s enlarged equity. The remaining RMB378.83 million will be booked as capital reserve.
After completion, Lopal Tech.’s equity interest in Changzhou Liyuan will decline from 66.42 % to 61.88 %. Despite the dilution, Changzhou Liyuan remains a consolidated subsidiary.
Valuation and consideration • The pre-money valuation for the transaction was set at RMB6.00 billion, reflecting arm’s-length negotiations and the subsidiary’s operating conditions. • Existing shareholders waived pre-emptive rights.
Key terms granted to the Series B investor • Board representation: one of seven director seats. • Liquidation preference: priority recovery of the higher of invested capital plus 5 % annual return or pro-rata share of liquidation proceeds. • Repurchase right: if specified events occur—such as failure to complete a qualified listing within seven years—the investor may require Lopal Tech. or its designee to buy back the stake at cost plus 5 % annual return, less dividends. The maximum repurchase price is capped at approximately RMB600.42 million. • Proceeds restriction: the full RMB440.00 million must fund equipment purchases and raw materials for a 120,000-tonne lithium iron phosphate (LFP) cathode material project in Jintan, Jiangsu.
Impact on ownership structure (post-increase) • Registered capital will rise to RMB895.30 million. • Key shareholders: Lopal Tech. 61.88 %, Jinsha Industrial Investment 6.83 %, Fujian Times Mindong 5.61 %, Ningbo Meishan 5.14 %, Kunlun Gongrong 4.79 %.
Financial profile of Changzhou Liyuan • 2025 revenue: RMB6.55 billion (unaudited). • 2025 net loss: RMB106.29 million (unaudited), narrowing from a RMB793.46 million loss in 2024. • Total assets at 31 Dec 2025: RMB11.81 billion; net assets: RMB1.55 billion.
Regulatory classification The capital increase is deemed a connected transaction and a deemed disposal under Hong Kong Listing Rules but falls below the 5 % threshold; therefore, it requires announcement only and is exempt from shareholder approval and circular issuance.
Board approval Connected directors—Mr. Shi Junfeng, Mr. Shen Zhiyong, Mr. Zhang Yi and Ms. Zhu Xianglan—abstained from voting. Independent non-executive directors concurred that the terms are fair and reasonable and align with the group’s strategic plan to expand LFP cathode material capacity.
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