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M&A and Subsidiary Changes5216KURAMOTO CO.,LTD.Construction and Materials

(Change to Previously Disclosed Matters) Notice Concerning the Execution of Joint Venture, Investment and Shareholders’ Agreements for the Perovskite Solar Cell Business and Partial Changes to Investment Terms

On 10 September 2026, the joint venture, investment and shareholders' agreement among the Company, this subsidiary and Polyrocks Chemical (Hong Kong) Limited was executed. While the investment amount remains unchanged, the exchange rate used for conversion into yen was changed from a fixed rate to the TTS rate on each payment date, and the number of shares to be issued for the first investment was finalized at 4,641, down from the previously projected 4,740 shares.

Worth reading
46Recurring
0–100. This measures how worthwhile something is to read, not how good or bad the company is.
Direction
Neutral
Direction inferred from the company’s description.
Scale
99
Shares (a decrease in the projected number of shares to be issued for the first investment from 4,740 to 4,641)
Wording
Avoiding a definitive answer
How definitive the wording is.

This transaction

Joint venture, investment and shareholders' agreement for the perovskite solar cell business
Counterparty聚石化學(香港)有限公司(Polyrocks Chemical (Hong Kong) Limited)
Disclosing companyKURAMOTO CO.,LTD.
KURAMOTOペロブスカイト株式会社Subject of this transactionNumber of shares acquired First investment: 4,641 shares. Second investment onward and total: subject to change based on the exchange rate on each payment date. Number of voting rights: Not disclosedVoting rights ownership percentage Before Company: 48.10% / Polyrocks Chemical (Hong Kong) Limited: 51.90% (projected following completion of the 12th capital increase) → after The specific percentages will vary depending on the exchange rate on each payment date and have not been determined at this time (Polyrocks Chemical (Hong Kong) Limited is expected to acquire a majority of the voting rights once the total investment has been completed)
Contract Date10 September 2026
Execution Date / Effective DateFinalization of the number of shares issued for the first investment: 10 September 2026. Payment dates for the second investment onward: Not disclosed
Target company

Perovskite solar cell business

Consideration and expenses
Acquisition priceUS$5,900,000 (total investment amount paid in 12 installments)
Type of ConsiderationCash (this subsidiary will issue ordinary shares in exchange for the investment by Polyrocks Chemical (Hong Kong) Limited)
Impact on Business Performance

The impact of this transaction on the Company's consolidated results for the fiscal year ending December 2026 is currently under review. The Company will promptly disclose any necessary revision to its earnings forecast.

Procedures and assumptions
Management structure after acquisitionThe timing of any change in the scope of consolidation and whether the equity method will be applied will be determined following discussions with the audit firm, taking into account the actual ownership percentages, composition of the management body, governance and other substantive control relationships arising from each capital increase.
This transaction
ItemDetails
Transaction nameJoint venture, investment and shareholders' agreement for the perovskite solar cell business
Counterparty name聚石化學(香港)有限公司(Polyrocks Chemical (Hong Kong) Limited)
Name of the Subject CompanyKURAMOTOペロブスカイト株式会社
Business Description of the Subject CompanyPerovskite solar cell business
Acquisition priceUS$5,900,000 (total investment amount paid in 12 installments)
Type of ConsiderationCash (this subsidiary will issue ordinary shares in exchange for the investment by Polyrocks Chemical (Hong Kong) Limited)
Number of shares acquiredFirst investment: 4,641 shares. Second investment onward and total: subject to change based on the exchange rate on each payment date. Number of voting rights: Not disclosed
Voting rights ownership percentageBefore Company: 48.10% / Polyrocks Chemical (Hong Kong) Limited: 51.90% (projected following completion of the 12th capital increase) → after The specific percentages will vary depending on the exchange rate on each payment date and have not been determined at this time (Polyrocks Chemical (Hong Kong) Limited is expected to acquire a majority of the voting rights once the total investment has been completed)
Impact on Business PerformanceThe impact of this transaction on the Company's consolidated results for the fiscal year ending December 2026 is currently under review. The Company will promptly disclose any necessary revision to its earnings forecast.
Contract Date10 September 2026
Execution Date / Effective DateFinalization of the number of shares issued for the first investment: 10 September 2026. Payment dates for the second investment onward: Not disclosed
Management structure after acquisitionThe timing of any change in the scope of consolidation and whether the equity method will be applied will be determined following discussions with the audit firm, taking into account the actual ownership percentages, composition of the management body, governance and other substantive control relationships arising from each capital increase.
Items this document does not state (20)
Location of the Subject CompanyCapital Stock of the Subject CompanyDate of Establishment of the Subject CompanyNet Sales of the Subject CompanyOperating Profit of the Subject CompanyNet Income of the Subject CompanyNet Assets of the Subject CompanyExpenses other than the acquisition priceMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Date of board resolutionValuation methodologyIndependent valuation institutionSpecial CommitteeConditions Precedent to Execution

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.

Following discussions among the parties toward the final execution of the agreement, the method of converting each investment amount into yen was changed to use the U.S. dollar/yen TTS rate published by MUFG Bank, Ltd. on the relevant payment date.

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.
(Change to Previously Disclosed Matters) Notice Concerning the Execution of Joint Venture, Investment and Shareholders’ Agreements for the Perovskite Solar Cell Business and Partial Changes to Investment Terms | KURAMOTO CO.,LTD. (5216) timely disclosure | Komori