PN Smart Energy details Nanjing Cesun acquisition

PN Smart Energy Limited reports completion of its acquisition of a 56.0% equity interest in Nanjing Cesun Power Co., Ltd. for total consideration of approximately US$20.2 million.

Rhea-AI Filing Summary

PN Smart Energy Limited reports completion of its acquisition of a 56.0% equity interest in Nanjing Cesun Power Co., Ltd. for total consideration of approximately US$20.2 million. A share acquisition agreement was signed on April 30, 2026, and the transaction closed on June 30, 2026. Following the acquisition, Nanjing Cesun would become a wholly-owned subsidiary of PN Smart Energy.

The company provides audited consolidated financial statements of Nanjing Cesun and unaudited pro forma condensed combined financial statements of PN Smart Energy and its subsidiaries reflecting the acquisition. These pro forma figures are presented solely for illustrative purposes and are not necessarily indicative of actual or future results. The report and its exhibits are incorporated by reference into PN Smart Energy’s effective registration statement on Form F-3.

Key Figures

Equity interest acquired in Nanjing Cesun: 56.0% Total consideration for Nanjing Cesun acquisition: approximately US$20.2 million Acquisition closing date: June 30, 2026 +3 more

6 metrics

Equity interest acquired in Nanjing Cesun 56.0% Equity stake acquired under the share acquisition agreement

Total consideration for Nanjing Cesun acquisition approximately US$20.2 million Aggregate purchase price for the 56.0% equity interest

Acquisition closing date June 30, 2026 Date on which the Nanjing Cesun acquisition closed

Share acquisition agreement date April 30, 2026 Date PN Smart Energy entered into the share acquisition agreement

Form F-3 initial filing date April 28, 2026 Date the registration statement on Form F-3 was filed

Form F-3 effectiveness date April 30, 2026 Date the Form F-3 registration statement was declared effective

Key Terms

foreign private issuer, unaudited pro forma condensed combined financial statements, registration statement on Form F-3, incorporated by reference

4 terms

foreign private issuer regulatory

"Form 6-K report of foreign private issuer pursuant to Rule 13a-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

unaudited pro forma condensed combined financial statements financial

"Unaudited pro forma condensed combined financial statements of the Company and its subsidiaries"

registration statement on Form F-3 regulatory

"Incorporated by reference into the Company’s registration statement on Form F-3"

A registration statement on Form F-3 is a streamlined filing used by eligible foreign companies to register securities for sale in the U.S., often as a “shelf” that lets them offer shares quickly when market conditions are right. For investors it matters because it signals that the company can raise capital on short notice—potentially increasing liquidity but also the risk of share dilution if new stock is issued—similar to a company keeping a pre-approved credit line ready to use.

incorporated by reference regulatory

"The contents of this Form 6-K and the exhibits are incorporated by reference"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What acquisition does PN report in its July 2026 Form 6-K?

PN Smart Energy reports acquiring a 56.0% equity interest in Nanjing Cesun Power Co., Ltd. for approximately US$20.2 million. The agreement was signed on April 30, 2026, and closed on June 30, 2026, after which Nanjing Cesun would become its wholly-owned subsidiary.

How much did PN (symbol PN) pay for Nanjing Cesun and what stake was acquired?

PN Smart Energy agreed to pay approximately US$20.2 million to acquire a 56.0% equity interest in Nanjing Cesun Power Co., Ltd. This transaction results in Nanjing Cesun becoming a wholly-owned subsidiary of PN Smart Energy after closing.

What financial statements related to Nanjing Cesun are included in PN’s Form 6-K?

The filing includes audited consolidated financial statements of Nanjing Cesun and its subsidiaries for the years ended 2025 and 2024. It also provides unaudited pro forma condensed combined financial statements for PN Smart Energy reflecting the impact of the acquisition.

What is the purpose of PN’s unaudited pro forma condensed combined financial statements?

The unaudited pro forma condensed combined financial statements are provided for illustrative purposes only. They show how PN Smart Energy’s financial position and results might look after the Nanjing Cesun acquisition but are not necessarily indicative of actual or future performance.

How does this Form 6-K relate to PN Smart Energy’s Form F-3 registration statement?

The contents of this Form 6-K and its exhibits are incorporated by reference into PN Smart Energy’s registration statement on Form F-3, originally filed on April 28, 2026 and declared effective on April 30, 2026, updating that registration to include the new information.

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Available on EDGAR 07/30/2026 - 08:31 AM Accepted by SEC EDGAR 07/30/2026 - 08:30 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2026

Commission File Number: 001-42544

PN Smart Energy Limited

Room 303, Block B, No.188 Jinghua Road, Yinzhou District, Ningbo City, Zhejiang Province, China 315048

+86 0574 87966876

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Financial Information Regarding Acquisition of Nanjing Cesun Power Co., Ltd. 

As previously disclosed, on April 30, 2026, PN Smart Energy Limited (the “Company”) entered into a share acquisition agreement to acquire an equity interest of 56.0% in Nanjing Cesun Power Co., Ltd. (the “Nanjing Cesun”) for a total consideration of approximately US$20.2 million (the “Acquisition”). Following the Acquisition, Nanjing Cesun would become the wholly-owned subsidiary of the Company.

On June 30, 2026, the Company closed the Acquisition.

Attached as exhibits to this Form 6-K are:

(i) audited consolidated financial statements of Nanjing Cesun and its subsidiaries, as of and for the years ended September 30, 2025 and 2024 as Exhibit 99.1 and relevant consent letter as Exhibit 99.2; and

(ii) unaudited pro forma condensed combined financial statements of the Company and its subsidiaries upon giving effect to the consummation of the Acquisition of Nanjing Cesun as Exhibit 99.3.

The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred had the acquisition occurred on the indicated date, or during the operational periods presented, nor is it necessarily indicative of the future financial position or operating results. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

Incorporation by Reference

The contents of this Form 6-K and the exhibits hereto, including any amendment and report filed for the purpose of updating such report, are hereby incorporated by reference into the Company’s registration statement on Form F-3 originally filed on April 28, 2026 (File No.: 333-295378), which was declared effective by the Securities and Exchange Commission on April 30, 2026, in which from the date on which this report on Form 6-K is furnished to the extent not superseded by information subsequently filed or furnished (to the extent we expressly state that we incorporate such furnished information by reference) by the Company under the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

EXHIBIT INDEX

Exhibit No.		Description
99.1		Audited consolidated financial statements of Nanjing Cesun Power Co., Ltd. as of and for the years ended June 30, 2025 and 2024
99.2		Consent of Enrome LLP
99.3		Unaudited pro forma condensed combined financial statements as of and for the year September 30, 2025 of the Company and its subsidiaries upon giving effect to the consummation of the acquisition of Nanjing Cesun Power Co., Ltd.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PN Smart Energy Limited
Date: July 30, 2026	By:	/s/ Weiqi Huang
	Name:	Weiqi Huang
	Title:	Chief Executive Officer, Chairman of the Board, Director

3

Filing Exhibits & Attachments

3 documents

Press Releases

• EX-99.1 AUDITED CONSOLIDATED FINANCIAL STATEMENTS 417.9 KB
• EX-99.2 CONSENT 2.0 KB
• EX-99.3 CONDENSED COMBINED FINANCIAL STATEMENTS 140.1 KB