Hanwha Solutions, the South Korean energy and chemicals parent of solar manufacturer Qcells, trimmed its contested capital raise for the third time on Monday, cutting the total to 1.71 trillion won ($1.14 billion) from 1.8 trillion won after its board approved the latest reduction on May 26. To cover the 100-billion-won gap created by the cut, the company said it will sell stakes in U.S. venture investment funds it had previously classified as untouchable long-term strategic assets — a concession that signals how hard shareholders have pushed back since Hanwha Solutions first announced the offering in March.
The revision is the latest in a months-long standoff between Hanwha Solutions' management and its investors. The company originally unveiled a 2.4 trillion won ($1.6 billion) rights offering on March 26 — two days after its annual shareholders' meeting, without any mention of the plan to investors in attendance — and watched its shares immediately plunge more than 20%. South Korea's Financial Supervisory Service rejected the original filing, then rejected a scaled-down revision in late April, and the company temporarily suspended the offering entirely on May 12 before reconfirming a new schedule two days later.
The Korean Corporate Governance Forum, a named shareholder watchdog, argued in a public statement that the original board decision likely constituted a breach of independent directors' fiduciary duties under the revised Commercial Act, citing the two-day gap between the annual general meeting and the board vote as insufficient time for newly appointed directors to review a proposal of that scale. Representative Ahn Cheol-soo added political weight to the criticism, stating publicly that allocating most of the proceeds to debt repayment effectively transfers the cost of management failures onto shareholders.
How Hanwha Solutions Rights Offering Changed Across Three Revisions
Under the revised plan, the number of newly issued shares falls to 53 million, down from 56 million in the previous version and 72 million in the original filing. The offering price drops slightly to 32,250 won per share from 32,400 won. Each existing shareholder will receive approximately 0.2465 new shares per share held, down from 0.2605 under the prior plan — reducing dilution from roughly 32% to roughly 30% of the existing share count, compared to the original 42% dilution that first triggered the investor revolt.
The allocation for debt repayment falls to 801.5 billion won, down from 906.7 billion won in the first revision and 1.5 trillion won in the original filing — a 47% reduction from the March announcement. The 907.7 billion won allocated for perovskite tandem solar cell investment and capacity expansion remains unchanged, as does the breakdown within that envelope: 100 billion won for a pilot production line for next-generation perovskite-silicon tandem cells, and 800 billion won for building gigawatt-scale tandem mass production capacity and expanding existing TOPCon manufacturing at the company's Jincheon, South Korea facility and its Cartersville, Georgia plant.
The schedule has also shifted. The shareholder record date moves from June 5 to June 16, existing shareholder subscriptions push to July 22–23, and new shares are expected to list on August 11 — roughly five weeks later than originally planned.
Why Hanwha Solutions Needs the Capital
Hanwha Solutions posted an operating loss of approximately 365 billion won in 2025, hit simultaneously by a downturn in its petrochemicals business and an overcrowded global solar market where Chinese manufacturers — including LONGi, JinkoSolar, and JA Solar — have driven panel prices to levels that make it difficult for non-Chinese producers to compete on cost alone. The company carries net debt of approximately 13 trillion won.
The growth investments the offering is meant to fund are central to Qcells' strategy for escaping that cost trap. Silicon solar cells are approaching their theoretical efficiency ceiling of roughly 29–30%, which means competing on conventional technology alone offers diminishing returns against Chinese scale. Perovskite-silicon tandem cells, which stack a perovskite absorber layer on top of a standard silicon cell to capture a broader slice of the solar spectrum, push total conversion efficiency toward a theoretical maximum of 44%. In December 2024, Qcells set a world record for commercially scalable perovskite-silicon tandem cells, reaching 28.6% efficiency on a full-area M10-sized cell — independently certified by the Fraunhofer Institute for Solar Energy Systems in Germany. Industry analysts tracking tandem development believe Qcells leads Chinese rivals including LONGi by one to two years in the race to commercialize the technology.
The 800 billion won earmarked for TOPCon expansion meanwhile supports Qcells' near-term manufacturing ramp at its Cartersville, Georgia facility, where the company is on track to become the only manufacturer in North America with a fully integrated solar supply chain — from ingots and wafers through finished modules — a distinction that supports eligibility for domestic content incentives under U.S. manufacturing policy.
Why Shareholders Pushed Back and What Changed
Co-chief executives Nam Jeong-woon and Park Seung-deok acknowledged the friction in a statement accompanying the latest revision: "We take it very seriously that we have not fully met the expectations and standards of our shareholders throughout this process. Strengthening our financial structure and investing in growth are tasks that can no longer be delayed if we are to secure a sustainable foundation and reinforce our future competitiveness. We will do everything we can to close the market undervaluation gap and enhance shareholder value."
The apology echoes one issued in April when the first revision was announced, when executives acknowledged failing to communicate the offering's rationale before announcing it two days after the annual general meeting. The company drew additional criticism in early May after claiming to retail investors that it had held prior discussions with South Korea's financial regulator — a claim it subsequently retracted, acknowledging the statement was inaccurate.
The sale of the U.S. venture fund — which Hanwha Solutions has used since 2022 to invest in North American energy and circular economy startups through subsidiaries — represents the most concrete concession yet to shareholder demands. The company previously described these fund stakes as long-term strategic holdings unsuitable for near-term liquidation. The board's May 26 decision reversed that position, with management concluding the fund could be sold quickly without materially damaging Qcells' core operations.
What Are Tandem Perovskite Solar Cells and Why Do They Matter for Qcells?
Tandem solar cells pair two light-absorbing materials — a perovskite layer on top and a silicon layer on the bottom — to convert sunlight more efficiently than either material can alone. Conventional silicon panels plateau at roughly 25–28% real-world efficiency, approaching the physics-based ceiling for single-junction silicon devices. Tandem designs sidestep that ceiling by splitting the solar spectrum: the perovskite layer captures higher-energy photons while the silicon layer captures lower-energy ones, pushing total conversion efficiency toward a theoretical maximum of 44%.
For Qcells, the commercial case is not only about efficiency. A module that generates more electricity per square meter costs less to install relative to output, which partially offsets the manufacturing cost advantage held by Chinese producers who have spent years industrializing silicon cell production at a scale Western competitors cannot match. Mass production of perovskite tandem cells — with Qcells targeting initial mass production in the first half of 2027 — would give the company a technology differentiation unavailable to rivals still optimizing conventional silicon.
Frequently Asked Questions
Why has Hanwha Solutions revised its rights offering three times?
South Korea's Financial Supervisory Service rejected Hanwha Solutions' original 2.4 trillion won filing in April, citing insufficient disclosure of material information that could harm investor decision-making. A first revision to 1.8 trillion won was also rejected in late April. The third and current revision — cutting the total to 1.71 trillion won — follows sustained pressure from minority shareholders, governance watchdogs, and regulators over the use of dilutive equity to fund debt repayment rather than growth.
What is Hanwha Solutions using the capital raise for?
The company is splitting the proceeds between debt repayment and solar technology investment. Approximately 801.5 billion won goes toward corporate bond redemptions and completing construction of the Cartersville, Georgia manufacturing plant. The remaining 907.7 billion won funds a perovskite tandem solar cell pilot line (100 billion won) and large-scale tandem mass production and TOPCon capacity expansion (800 billion won).
What is the dilution impact on existing Hanwha Solutions shareholders?
Under the current revised plan, each existing shareholder receives approximately 0.2465 new shares per share already held — equivalent to a share count increase of roughly 30%. That is down from the 42% dilution the original March proposal would have imposed, representing a meaningful improvement for shareholders who held through the controversy.
What are perovskite tandem solar cells and how do they differ from standard panels?
Perovskite-silicon tandem solar cells stack a perovskite light-absorbing layer on top of a conventional silicon cell to capture more of the solar spectrum, pushing efficiency beyond the practical ceiling for silicon alone. Standard silicon panels plateau at around 25–28% real-world efficiency; tandem designs have a theoretical maximum of 44%. Qcells set a world record for commercially scalable tandem cells in December 2024 at 28.6% efficiency, independently verified by Germany's Fraunhofer Institute.
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