Skycorp Solar Group Limited ("Skycorp" or the "Company") (NASDAQ:PN), a solar PV product provider engaged in the manufacture and sale of solar cables and solar connectors, today announced the signing of a Share Acquisition Agreement (the "Agreement") on April 30, 2026 to acquire the remaining 56% equity interests in Nanjing Cesun Power Co., Ltd. ("Nanjing Cesun" or the "Target"). Additionally, the Company announced it has entered into definitive Securities Purchase Agreements (the "Agreements") with three independent institutional investors to raise an aggregate of USD3,000,000 in a private placement (PIPE) transaction.

Acquisition of Nanjing Cesun

Prior to this transaction, Skycorp held a 44% equity interest in Nanjing Cesun through its wholly-owned subsidiary, PN Sunshine Pte. Ltd. Upon closing, Skycorp will effectively hold and consolidate 100% of the Target. Nanjing Cesun is a comprehensive renewable energy company engaged in server equipment sales, inverter production, photovoltaic (PV) power station operation, and energy management systems. This acquisition seamlessly integrates Nanjing Cesun's robust operations and revenues into Skycorp's expanding portfolio.

Under the terms of the Agreement, the aggregate consideration for the 56% equity interest is USD20,194,720. The consideration will be satisfied through the issuance of 7,983,000 newly issued Skycorp ordinary shares, comprised of Class A and Class B shares. The share issuance price was determined to be USD2.5290 per share, based on the arithmetic average of the daily closing prices of the Company's ordinary shares on the Nasdaq Capital Market over a 10-day trading period from April 17 through April 30, 2026. The transaction implies a 100% enterprise valuation of Nanjing Cesun at USD36,062,000, supported by an independent valuation report prepared by an independent third-party valuation firm.

The 56% equity interest is being acquired from two selling parties: Huang Weiqi and EZPower Limited. Mr. Huang directly holds a 20% equity interest in the Target and serves as the Chief Executive Officer and a director of Skycorp. EZPower Limited is a British Virgin Islands (BVI) entity holding the remaining 36% equity interest in the Target. The ultimate beneficial economic interests in EZPower are held by Mr. Huang (40%), He Xiaoer (25%), Zhang Gaokui (25%), and Lin Xiaobo (10%). Because Mr. Huang is the CEO of Skycorp and has a direct and material economic interest in the selling entities, this acquisition constitutes a related-party transaction. Consequently, the transaction was independently reviewed, negotiated, and unanimously approved by audit committee of independent directors to ensure fairness to the Company and its public shareholders.

To align with long-term shareholder value, the newly issued consideration shares are subject to strict lock-up agreements:

  • The 4,904,000 Class B ordinary shares issued directly or beneficially to Mr. Huang are subject to a 24-month lock-up period commencing from the Closing Date.
  • The 3,079,000 Class A ordinary shares issued to EZPower Limited for the benefit of its other beneficial owners (He Xiaoer, Zhang Gaokui, and Lin Xiaobo) are subject to a 6-month lock-up period.



     

The transaction is subject to customary closing conditions, including Board authorization, the delivery of duly executed PRC instruments of equity transfer, execution of lock-up consents by all beneficial owners, and the prompt commencement of a comprehensive full audit of Nanjing Cesun to be completed within 90 days following the closing.