Worth reading
69In focus
0–100. This measures how worthwhile something is to read, not how good or bad the company is.Direction
Mixed performance
Direction inferred from the company’s description.Scale
932.2
¥ millionWording
Avoiding a definitive answer
How definitive the wording is.This transaction
Joint Venture, Investment and Shareholders’ Agreement Relating to the Perovskite Solar Cell Business (the “Agreement”)Counterparty聚石化學（香港）有限公司（Polyrocks Chemical (Hong Kong) Limited）
Disclosing companyKURAMOTO CO.,LTD.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Development, manufacture and sale of perovskite solar cells and other products
Location Kurihara, Miyagi PrefectureShare capital ¥10 millionDate of incorporation 15 December 2025
Net Sales0 (fiscal year ended December 2025)
Operating profit(¥0.2 million) (fiscal year ended December 2025)
Net income for the current fiscal year(¥0.245 million) (fiscal year ended December 2025)
Net assets¥863 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceUS$5,900,000 (¥932 million translated at the yen exchange rate; ¥932.2 million in the total column)
Type of ConsiderationCash (Polyrocks Chemical Hong Kong will invest in the subsidiary, and the subsidiary will issue common shares)
Funding arrangementsIn addition to Polyrocks Chemical Hong Kong’s own funds, the investment will be funded by factory relocation compensation to be received in installments by Polyrocks Chemical by 31 December 2027. The Polyrocks Chemical Group will arrange funding support for any remaining unfunded amount.
Impact on Business Performance
The impact on consolidated results for the fiscal year ending December 2026, including the determination of the timing of the change in the scope of consolidation, is currently under review. We will promptly disclose any necessary revision to the earnings forecast or other relevant matters.
Procedures and assumptions
Conditions Precedent to ExecutionThe conditions are that the Agreement becomes effective and that the resolutions of the relevant governing bodies of our company and the subsidiary required for the issuance of shares in connection with the first investment become effective. Discussions with the audit firm are also ongoing, taking into account the substantive control relationship, governance and other factors.
Management structure after acquisitionFollowing completion of the first investment, the company is scheduled to become a company with a board of directors, generally comprising 3 directors and 1 audit and supervisory board member. Watanabe Toshiyuki (渡邉敏行) is scheduled to serve as representative director, and 2 directors are scheduled to be appointed from the Polyrocks Chemical side. While our company holds at least 10% of the voting rights, prior consultation with our company will be required for material matters. Treatment of employees: not disclosed
| Item | Details |
|---|---|
| Transaction name | Joint Venture, Investment and Shareholders’ Agreement Relating to the Perovskite Solar Cell Business (the “Agreement”) |
| Counterparty name | 聚石化學（香港）有限公司（Polyrocks Chemical (Hong Kong) Limited） |
| Name of the Subject Company | ＫＵＲＡＭＯＴＯペロブスカイト株式会社 |
| Business Description of the Subject Company | Development, manufacture and sale of perovskite solar cells and other products |
| Location of the Subject Company | Kurihara, Miyagi Prefecture |
| Capital Stock of the Subject Company | ¥10 million |
| Date of Establishment of the Subject Company | 15 December 2025 |
| Net Sales of the Subject Company | 0 (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | (¥0.2 million) (fiscal year ended December 2025) |
| Net Income of the Subject Company | (¥0.245 million) (fiscal year ended December 2025) |
| Net Assets of the Subject Company | ¥863 million (fiscal year ended December 2025) |
| Acquisition price | US$5,900,000 (¥932 million translated at the yen exchange rate; ¥932.2 million in the total column) |
| Type of Consideration | Cash (Polyrocks Chemical Hong Kong will invest in the subsidiary, and the subsidiary will issue common shares) |
| Number of shares acquired | 93,220 shares (it is not expressly stated that the number of voting rights is the same as the number of shares) |
| Voting rights ownership percentage | Before Polyrocks Chemical Hong Kong: 0%; our company: 100.00% → after Polyrocks Chemical Hong Kong: 51.90%; our company: 48.10% |
| Funding arrangements | In addition to Polyrocks Chemical Hong Kong’s own funds, the investment will be funded by factory relocation compensation to be received in installments by Polyrocks Chemical by 31 December 2027. The Polyrocks Chemical Group will arrange funding support for any remaining unfunded amount. |
| Impact on Business Performance | The impact on consolidated results for the fiscal year ending December 2026, including the determination of the timing of the change in the scope of consolidation, is currently under review. We will promptly disclose any necessary revision to the earnings forecast or other relevant matters. |
| Date of board resolution | 31 August 2026 |
| Contract Date | 10 September 2026 (予定) |
| Execution Date / Effective Date | 10 September 2026 (execution of the Agreement and first investment, scheduled). The 12th investment is scheduled for 31 December 2028. |
| Conditions Precedent to Execution | The conditions are that the Agreement becomes effective and that the resolutions of the relevant governing bodies of our company and the subsidiary required for the issuance of shares in connection with the first investment become effective. Discussions with the audit firm are also ongoing, taking into account the substantive control relationship, governance and other factors. |
| Management structure after acquisition | Following completion of the first investment, the company is scheduled to become a company with a board of directors, generally comprising 3 directors and 1 audit and supervisory board member. Watanabe Toshiyuki (渡邉敏行) is scheduled to serve as representative director, and 2 directors are scheduled to be appointed from the Polyrocks Chemical side. While our company holds at least 10% of the voting rights, prior consultation with our company will be required for material matters. Treatment of employees: not disclosed |
Items this document does not state (10)
Expenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial Committee
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.To jointly promote the mass production and commercialization in Japan of film-type and glass-type perovskite solar cells by mutually utilizing the management resources of our company and the Polyrocks Chemical Group, while building a business base targeting the Japanese and overseas markets. The Polyrocks Chemical Group will provide support in areas including material supply, materials technology and mass-production technology, while our company will provide factory space, infrastructure facilities and sales agency functions.
How to read this page
This is not the documentKomori reads the disclosure the company filed and writes this summary. Figures are as stated by the company and are not audited.
Weight is not a verdictIt measures how much this changes what the company had already told the market. It is not a view on the shares.
Corrections happenIf the company reissues this disclosure, the page is rebuilt from the corrected version and the revision number moves up.