Yihuatong transfers 15% equity of huafeng fuel to toyota for 0 yuan, reducing its stake to 35% with buyback rights

Beijing Yihuatong Technology Co., Ltd. (688339.SH/02402.HK, hereinafter referred to as "Yihuatong") disclosed on October 9 that the company has signed a "Equity Transfer Agreement" with Toyota Motor Corporation to transfer 15% of the equity of the joint venture Huafeng Fuel Cell Co., Ltd. (hereinafter referred to as "Huafeng Fuel") to the latter for a price of 0 yuan. After the transaction is completed, Yihuatong's shareholding ratio will decrease from 50% to 35%, and Huafeng Fuel will change from a jointly controlled joint venture to an associate.

Core of the transaction: Unpaid equity can be transferred without charge and repurchased by the end of the year.

According to the announcement, the subject of this transfer is the equity corresponding to the 950 million yen capital increase previously subscribed but not yet paid by Yihuatong, equivalent to approximately 44.8068 million yuan. As a key term of the transaction, Yihuatong reserves the right to repurchase before December 31, 2025: if Toyota has completed the capital payment, the repurchase can be made at 1 yuan per 1 yuan of registered capital; if not paid, the unpaid portion can be transferred at no cost, and the paid portion can be repurchased at the same price. If the repurchase negotiation fails, Yihuatong may also require Toyota to purchase all or part of the equity it holds, with the consideration subject to third-party evaluation.

This transaction does not require deliberation by the board of directors or shareholders' meeting, nor does it constitute a major asset restructuring; however, it has not yet completed the capital contribution and industrial and commercial change registration, which presents uncertainty.

Motivation Analysis: Yihuatong Resolves Funding Pressure as Toyota Accelerates Localization Strategy.

Yihuatong seeks to "reduce burden" for survival.The announcement indirectly mentioned that the transaction is related to the "failure to fulfill capital contributions during the major asset restructuring period." Looking back, Yihuatong terminated its restructuring transaction with Xuyang Group in March this year. At that time, the restructuring consideration was at a 23.52% discount compared to the secondary market, which was interpreted by the industry as a "low-price sale to survive." Coupled with the performance pressures of a 53.25% year-on-year decline in revenue in the first half of 2025 and a sharp 56.54% drop in fuel cell system sales, transferring unpaid equity can directly avoid a capital obligation of nearly 45 million yuan, optimizing cash flow.

Toyota strengthens technology implementation.Controlling Huafeng Fuel has become a key step for Toyota to deepen its hydrogen energy layout in China. The joint venture Huafeng Fuel, established by both parties in 2021, has seen its Beijing Yizhuang factory go into operation in August 2024, with an initial annual production capacity of 10,000 units. It features the TLPower150 fuel cell system based on Toyota's third-generation technology, which can cover all scenarios from light trucks to 49-ton heavy trucks. Toyota plans to promote 5,000 hydrogen-powered heavy trucks in China by 2030. After gaining control of Huafeng Fuel, the company can further integrate its core technologies, which include low platinum load and a lifespan of 30,000 hours, and leverage policy resources such as the 10 yuan/kg hydrogen refueling station subsidy in Beijing.

Market reaction: Stock price rose by 6.33% in a single day as institutions are optimistic about a win-win situation for all parties.

The capital market holds an optimistic view towards this transaction. On October 9, the stock price of Yihuatong rose by 6.33%, with a net inflow of main funds amounting to 35.7538 million yuan, accounting for 6.8% of the total transaction volume. Industry analysts pointed out that the essence of transferring at zero cost is a "temporary concession of control," which helps Yihuatong alleviate short-term pressure while ensuring the continuity of Toyota's technology implementation. This is considered a pragmatic choice of "risk sharing."

Shi Xin, the chief analyst for hydrogen energy at Shanghai Nonferrous Network, previously stated that hydrogen energy companies generally rely on government demonstration projects, as "survival is necessary before discussing development." Such cooperation may become the mainstream model during the industry's reshuffling period.

Long-term Games: Technological Synergy and Coexisting Industry Risks

The foundation of the cooperation between the two parties can be traced back to the fuel cell research and development platform jointly established in 2020, where Huafeng Fuel serves as the core carrier for technology transfer. Currently, three system products have been jointly launched. However, risks should not be overlooked: if Yihuatong's financial situation does not improve by the end of the year, it may permanently lose control. After Toyota's acquisition, issues such as the degree of technology openness and market pricing strategies may lead to new disagreements. Additionally, external factors such as subsidy reductions and the iteration of electric vehicle technology continue to pose long-term challenges to the commercialization of hydrogen energy.

Regarding this equity adjustment, Yihuatong emphasized in its announcement that it is "based on overall strategic arrangements" and aims to optimize resource allocation. Toyota has not publicly responded yet, but industry insiders generally believe that this move signifies a shift from technology export to localized deep operations, which will accelerate the maturity of China's hydrogen energy industry chain.