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oda_ExplanationTextBlock| | Regarding the Signing of an Agreement for the Opening of a Showroom in the USA An agreement has been signed between our Company, CW Enerji Mühendislik Ticaret ve Sanayi A.Ş. ("Company"), our U.S.-based subsidiary CW Energy USA, Inc., and a U.S.-based property owner company for the lease of a commercial property planned to operate as a showroom under the name "CW Enerji Plus New Jersey" in the State of New Jersey, for the purpose of carrying out the sales, marketing, promotion and business development activities of our Company's products in the U.S. market. With the commencement of operations of this showroom, the first phase of our Company's transition to the CW Enerji Plus dealership system in the U.S. market will also be implemented. Summary Information Regarding Our Activities in the U.S. Market The aforementioned property is planned to be used for the direct promotion of our Company's products, the development of commercial contacts with existing and potential customers, the expansion of our customer portfolio, and the support of sales and marketing activities in the U.S. market. The activities aimed at commencing operations at the CW Enerji Plus New Jersey showroom constitute a continuation of the production, supply chain integration, corporate structuring, certification, technical compliance, sales and export activities that our Company has been carrying out for the U.S. market since 2023. As previously disclosed to the public, CW Energy USA, Inc., headquartered in Texas, was established in 2023 for the purpose of carrying out and developing activities in the U.S. market. Since its establishment, the Company has commenced sales and marketing activities in the U.S., while also completing the necessary technical assessment, audit and certification processes, including in particular FEOC compliance assessment, MACR analysis, independent supply chain traceability audits (Traceability System Audit), DNV Module Bankability Report, UL/ETL certifications and CEC registrations, in order to support its growth in the market and strengthen its compliance with U.S. regulations. Concurrently, in order to enhance our Company's manufacturing capabilities in the solar energy sector and to support its activities in international markets, particularly the U.S. market, with domestic manufacturing infrastructure, CW Solar Cell Enerji A.Ş. was established in 2023 for solar cell production. In this context, for the purpose of implementing the investment in a domestic solar cell production facility, a 116-decare plot of land located in the Antalya Organized Industrial Zone was purchased in June 2023 for TRY 847 million. In addition, investments have been initiated to increase EVA raw material capacity and lithium battery energy storage systems capacity. In particular, the investment in domestic solar cell production aims to increase our Company's vertical integration in manufacturing, strengthen its supply chain, and support its activities in the U.S. market with domestically produced solar cells. As part of the efforts to develop activities in the U.S. market, a meeting was held in June 2024 with the then U.S. Deputy Secretary of Commerce. In the subsequent period, sales, marketing and logistics activities for the U.S. market were further developed, and shipments began to be made to various ports and commercial points across different regions of the United States, particularly New Jersey, Texas, California, Houston and Georgia. With regard to the development of manufacturing infrastructure, in July 2024, the investment incentive certificate for an integrated cell production facility investment with a capacity of 2.3 GW, starting from ingot, was approved; the said incentive certificate was revised in February 2025 to cover cell production starting from ingot slicing. In March 2025, an investment plan with a capacity of 5 GW and an investment amount of USD 520 million was disclosed to the public within the scope of the HIT-30 Program; the 1.2 GW cell production facility, starting from ingot slicing, constituting the first phase of the investment, was commissioned in June 2025. Within the scope of the second phase, a decision was made in April 2026 to increase the cell production capacity to 2.5 GW. With the commencement of aluminum production activities in June 2026, our Company's level of vertical integration in manufacturing has been further enhanced. Our Company's manufacturing supply chain has reached an integrated structure covering wafer, solar cell, solar module and aluminum frame production, starting from ingot slicing, through the use of inputs procured in consideration of the applicable compliance criteria under the relevant regulations of the United States of America. Approximately 85% of the raw materials used in our Company's panel production are sourced from Türkiye, while approximately 61% of the total raw materials are sourced directly from our Company's own production facilities. In line with the regulations under the One Big Beautiful Bill ("OBBB"), which entered into force in the U.S. on July 4, 2025, independent studies have been conducted to assess the traceability of our Company's supply chain and its status with respect to the relevant regulations. As part of these studies, the Material Assistance Cost Ratio ("MACR") was calculated at 63.3%. Since the ratios to be taken into consideration under MACR may vary depending on the scope of application of the relevant regulation, the nature of the investment or product, the implementation period, and the incentive/tax mechanism intended to be utilized, the assessment of the 63.3% ratio calculated for our Company under the relevant U.S. regulations is carried out within the framework of the applicable criteria and implementation period. As a result of the Foreign Entity of Concern ("FEOC") compliance assessment for solar panels and cells, completed on April 22, 2026, the independent organization conducting the assessment issued a technical opinion that, within the framework of the information, documents and supply chain structure reviewed, our Company was not considered to fall within the scope of FEOC. In this context, in the independent solar panel supply chain traceability audit conducted by Intertek CEA (Clean Energy Associates) on October 24, 2025, our Company's traceability system was scored at 93% within the scope of the audit methodology applied. Similarly, within the scope of the cell "Traceability System Audit" conducted by Intertek CEA on March 27, 2026, our Company's traceability system was scored at 89% within the framework of the audit methodology applied. Within the scope of the "Module Bankability" report published in June 2026 following the independent assessment conducted by DNV, our Company's manufacturing infrastructure, quality management system, product technologies, manufacturing processes and warranty practices were reviewed, and assessments were made regarding the alignment of its photovoltaic module manufacturing activities and quality practices with industry practices. Our Company has held UL certification for modules manufactured since 2021, and most recently, the new-generation TOPCon solar panels manufactured in Türkiye and Europe using Turkish-origin TOPCon cells successfully completed the comprehensive testing and audit processes conducted at Intertek's own laboratories and, as of December 2025, became eligible to receive ETL certification under the UL 61730 and CSA C22.2 No. 61730 standards. In addition, our Company's California Energy Commission ("CEC") registrations have been carried out since 2024. Our Company also holds certifications relating to various national and international standards, including ISO 9001, ISO 14001 and ISO 45001. For the solar cells manufactured by our Company, an efficiency level of 25.03% was verified by the Fraunhofer Institute in October 2025, while an efficiency level of 25.11% was verified in the G12 calibration study conducted in July 2026. Within the scope of commercial activities targeting the U.S. market, the first solar panel sale through the parent company was made in May 2023, while the first export of solar cells to the U.S. was carried out in November 2025. Through CW Enerji Plus New Jersey, our Company aims to increase direct access to existing and potential customers in the U.S. market, develop commercial relationships, expand its customer portfolio, and strengthen its sales and marketing infrastructure. These objectives reflect our Company's current plans and expectations and may vary depending on market conditions, regulatory developments, commercial conditions and other factors.
Respectfully announced to the public and our investors. The English translation of this disclosure has been simultaneously disclosed to the public, and in the event of any discrepancy between the disclosure texts, the Turkish version shall prevail. | ||||||||
We proclaim that our above disclosure is in conformity with the principles set down in “Material Events Communiqué” of Capital Markets Board, and it fully reflects all information coming to our knowledge on the subject matter thereof, and it is in conformity with our books, records and documents, and all reasonable efforts have been shown by our Company in order to obtain all information fully and accurately about the subject matter thereof, and we’re personally liable for the disclosures.
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