Analysis on the Identification of Related Party Transactions in the Over RMB 2 Billion Procurement Between JA Solar Technology Co., Ltd. and Yongzhen Co., Ltd.

Based on collected materials, I will conduct a detailed analysis on whether the over RMB 2 billion procurement between JA Solar Technology Co., Ltd. and Yongzhen Co., Ltd. constitutes a related party transaction.

According to the materials, JA Solar Technology Co., Ltd. acquired a stake in Yongzhen Co., Ltd. in August 2021, with a shareholding ratio of

[1]. This shareholding ratio is significantly lower than the 5% threshold for identifying related legal persons stipulated by the Shanghai and Shenzhen Stock Exchanges.

From 2020 to 2022, JA Solar Technology’s procurement amounts from Yongzhen Co., Ltd. were as follows:

• 2020: RMB 594 million
• 2021: RMB 852 million
• 2022: RMB 1.229 billion

The cumulative procurement amount from 2022 to 2023 exceeded

[1].

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Pursuant to Article 10.1.3 of the Shenzhen Stock Exchange Stock Listing Rules, the criteria for identifying related legal persons of listed companies include [2][3]:

Identification Criteria	Specific Standards
Controlling Relationship	Legal persons that directly or indirectly control the listed company
Common Control	Legal persons controlled by the controlling shareholder, excluding the listed company and its holding subsidiaries
Personnel Relationship	Legal persons directly controlled by related natural persons, or in which related natural persons serve as directors or senior managers
Shareholding Threshold	Legal persons holding 5% or more of the listed company’s shares
Substance Over Form	Other legal persons identified by the stock exchange or the listed company that may cause interest tilting

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From a formal perspective, Yongzhen Co., Ltd.

the statutory criteria for being a related legal person:

• JA Solar Technology only holds a 1.25% equity stake in Yongzhen Co., Ltd. (<5%)
• Yongzhen Co., Ltd. is not an enterprise directly controlled by JA Solar Technology’s controlling shareholder or actual controller
• No directors or senior managers of JA Solar Technology hold positions in Yongzhen Co., Ltd.

Nevertheless, multiple signs indicate that there may be related relationships between the two parties that require attention:

In its prospectus, Yongzhen Co., Ltd. disclosed its transactions with JA Solar Technology [1], a practice that usually indicates a special interest relationship between the transaction parties.

During the procurement process, Yangzhou Jingkang Photovoltaic Materials Co., Ltd. (Jingkang Photovoltaic) acted as an intermediary [1]:

• Jingkang Photovoltaic procured photovoltaic frames from Yongzhen Co., Ltd.
• Then resold them to Hebei Jinglong, a subsidiary of JA Solar Technology
• Yongzhen Co., Ltd. directly delivered the products to Hebei Jinglong

Research findings show [1]:

• The
  sole director of GLC HK
  , the controlling shareholder of Jingkang Photovoltaic, is
  Huang Jiongxiang
• Huang Jiongxiang holds shares in JA Solar Technology through Zhou Bofang (allocated 7.4383 million shares in the 2022 private placement)
• The general manager of Jingkang Photovoltaic before its deregistration has the same name as a key employee of JA Solar Technology

The procurement amount from 2022 to 2023 exceeded , accounting for a considerable proportion of Yongzhen Co., Ltd.'s operating revenue.

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The Stock Listing Rules clearly stipulate that the stock exchange or the listed company may, in accordance with the

, identify other legal persons that have a special relationship with the listed company and may cause interest tilting as related parties [2][3].

: JA Solar Technology identified Xinte Energy as a related party, although the enterprise controlled by Jin Baofang only held an indirect stake of 1.02%. JA Solar Technology stated that this was “due to the large transaction amount, based on the principle of substance over form” [1].

: Although the shareholding ratio is similarly low (1.25%), the transaction amount with Yongzhen Co., Ltd. (over RMB 2 billion) is far higher than that with Xinte Energy, so the principle of “substance over form” should logically be applied.

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If JA Solar Technology fails to identify Yongzhen Co., Ltd. as a related party, it may face the following issues:

Risk Type	Specific Manifestations
Information Disclosure Violation	Failure to disclose the transaction amount with related parties and the review procedures in accordance with regulations
Procedural Deficiencies	Failure to perform procedures such as abstention from voting on related party transactions and prior approval by independent directors
Questionable Pricing Fairness	Difficulty in verifying whether the pricing of related party transactions is fair
Interest Transfer Risk	Evading regulatory review by using the form of non-related parties

According to the analysis of Securities Misrepresentation Cases Accepted by the Shanghai Financial Court,

is one of the important types of misrepresentation involving financial information [1].

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, JA Solar Technology and Yongzhen Co., Ltd. the statutory criteria for identifying related parties (the shareholding ratio is below 5%).

, in view of the following factors, the to this transaction:

1. The transaction amount is substantial (over RMB 2 billion)
2. The existence of a special intermediate link, i.e., Jingkang Photovoltaic
3. Involvement in interest arrangements of personnel related to JA Solar Technology’s shareholders
4. Yongzhen Co., Ltd. voluntarily disclosed the transaction by analogy with related party transactions

1. Listed Company Level
   : JA Solar Technology should re-evaluate whether to identify Yongzhen Co., Ltd. as a related party, and apply the principle of “substance over form” with reference to the Xinte Energy case

2. Regulatory Level
   : It is recommended that the stock exchange pay attention to the compliance of this transaction and require the listed company to supplement the disclosure of the basis for identifying the related relationship

3. Investor Level
   : Pay attention to the potential interest transfer risk of this transaction and the completeness of information disclosure

4. IPO Review of Yongzhen Co., Ltd.
   : As a candidate for listing, Yongzhen Co., Ltd. should fully explain the commercial rationality and pricing fairness of its transactions with JA Solar Technology

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[1] Golden Research Institute South Capital Center. Analysis on the Identification of Related Parties Behind the Over RMB 2 Billion Procurement Between JA Solar Technology and Yongzhen Co., Ltd. January 16, 2026

[2] Shenzhen Stock Exchange. Stock Listing Rules (Revised 2014)

[3] Zhong Lun Law Firm. Illustrated Guide to Related Party Identification and Determination Under Different Rules. October 28, 2019