| RELATED PARTY TRANSACTIONS AND BALANCES |
12. RELATED
PARTY TRANSACTIONS AND BALANCES
1) Nature of relationships with related parties
The table below sets forth
the major related parties and their relationships with the Company, with which the Company entered into transactions for the three months
ended March 31, 2026 and 2025, or recorded balances as of March 31, 2026 and December 31, 2025.
| Name | | Relationship with the Company | | Fuji Solar Co., Ltd. (“Fuji Solar”) | | Controlled by the controlling shareholder of the Company | | VSUN | | Controlled by Fuji Solar | | Vietnam Sunergy (Bac Ninh) Company Limited (“VSun Bac Ninh”) | | Wholly owned by VSUN | | VSun Solar USA Inc. (“VSun USA”) | | Wholly owned by VSUN | | VSun China Co., Ltd. (“VSun China”) | | Wholly owned by VSUN | | Vietnam Sunergy Europe GmbH (“VSun GmbH”) | | Wholly owned by VSUN | 2) Transactions with related parties
| | |
For the Three Months Ended
March 31, | |
| | |
2026 | | |
2025 | |
| Sales and service revenue from related parties | |
| | |
| |
| VSUN | |
$ | 17,428,858 | | |
$ | 5,709,522 | |
| VSun USA | |
| 14,267,834 | | |
| 1,847,442 | |
| VSun Bac Ninh | |
| 4,261,022 | | |
| 2,065,046 | |
| VSun China | |
| — | | |
| 899,140 | |
| Total | |
$ | 35,957,714 | | |
$ | 10,521,150 | |
| Purchase of machinery from related parties | |
| | | |
| | |
| VSun China | |
$ | 2,638,953 | | |
$ | — | |
| Total | |
$ | 2,638,953 | | |
$ | — | |
| Prepayments
of raw materials to related parties (a) | |
| | | |
| | |
| VSUN | |
$ | — | | |
$ | 6,290,050 | |
| VSun China | |
| — | | |
| 107,720 | |
| Total | |
$ | — | | |
$ | 6,397,770 | |
| Borrowings from related parties | |
| | | |
| | |
| VSun USA (c) | |
$ | — | | |
$ | 12,000,000 | |
| Total | |
$ | — | | |
$ | 12,000,000 | |
| Repayment of borrowings to a related party | |
| | | |
| | |
| VSun USA (c) | |
$ | 11,000,000 | | |
$ | — | |
| Total | |
$ | 11,000,000 | | |
$ | — | |
| Accrual of interest expenses on borrowings from related parties | |
| | | |
| | |
| VSUN (b) | |
$ | 240,444 | | |
$ | 247,587 | |
| VSun USA (c) | |
| 275,322 | | |
| 125,146 | |
| Total | |
$ | 515,766 | | |
$ | 372,733 | |
| Repayment of interest expenses on borrowings from a related party | |
| | | |
| | |
| VSun USA (c) | |
$ | 672,100 | | |
$ | — | |
| Total | |
$ | 672,100 | | |
$ | — | |
| (a) | For
the three months ended March 31, 2025, the Company made prepayments of $6,290,050 to VSUN and $107,720 to VSun China, respectively, for
raw materials. All of the prepayments were delivered to the Company in the year of 2025. For the three months ended March 31, 2026, the
Company did not make prepayments to VSun China for raw materials. |
| (b) | For
the three months ended March 31, 2026 and 2025, the Company did not borrow loans from or repaid loans to VSUN. |
For the three months ended March 31,
2026 and 2025, the Company accrued interest expenses of $240,444 and $247,587 on the borrowings brought forward from the year 2024, respectively.
For the three months ended March 31, 2026 and 2025, the Company did not make payments of interest expenses to VSUN.
| (c) | For
the three months ended March 31, 2025, the Company borrowed a loan of $12.0 million from VSun USA as payment for property and equipment
in TOYO Texas. The loan was matured through March 2026. The interest rate of borrowings were 4.2% and is payable on maturity of the borrowing.
For the three months ended March 31, 2026, the Company repaid borrowings of $11,000,000 to VSUN USA. |
| For the three months ended March 31, 2026 and 2025, the Company
accrued interest expenses of $275,322 and $125,146, respectively. For the three months ended March 31, 2026 and 2025, the Company paid
interest expenses of $672,100 and $nil, respectively. |
3) Balances with
related parties
Accounts receivable – related parties
| Related party | |
Nature of balance | |
March 31,
2026 | | |
December 31,
2025 | |
| VSun USA | |
Sales to the related party | |
$ | 2,678,368 | | |
$ | 486,378 | |
| VSun China | |
Sales to the related party | |
| — | | |
| 8,317 | |
| Total | |
| |
$ | 2,678,368 | | |
$ | 494,695 | |
Prepayments — a related party
| Related party | |
Nature of balance | |
March 31,
2026 | | |
December 31,
2025 | |
| VSUN | |
Prepayments for raw materials | |
$ | 72,264 | | |
$ | 72,264 | |
| Total | |
| |
$ | 72,264 | | |
$ | 72,264 | |
Accounts payable – related parties
| Related party | |
Nature of balance | |
March 31,
2026 | | |
December 31,
2025 | |
| VSun China | |
Purchase of raw materials | |
$ | — | | |
$ | 3,269,212 | |
| VSun Bac Ninh | |
Purchase of equipment | |
| 2,640,420 | | |
| — | |
| Total | |
| |
$ | 2,640,420 | | |
$ | 3,269,212 | |
Contract liabilities — related
parties
| Related party | |
Nature of balance | |
March 31,
2026 | | |
December 31,
2025 | |
| VSUN | |
Advance for solar cells | |
$ | 69,521,039 | | |
$ | 78,856,795 | |
| VSun USA | |
Advance for solar modules | |
| 15,153,340 | | |
| 1,491,508 | |
| VSun Bac Ninh | |
Advance for solar cells | |
| 30,241 | | |
| — | |
| Total | |
| |
$ | 84,704,620 | | |
$ | 80,348,303 | |
Due to related parties
| Related party | |
Nature of balance | |
March 31,
2026 | | |
December 31,
2025 | |
| VSUN | |
Borrowings | |
$ | 48,462,185 | | |
$ | 48,530,388 | |
| VSUN | |
Interest payable | |
| 2,625,567 | | |
| 2,390,023 | |
| VSUN | |
Payment of other operating expenses on behalf of the Company | |
| 10,084 | | |
| 10,098 | |
| VSun USA | |
Borrowings | |
| — | | |
| 11,000,000 | |
| VSun USA | |
Interest payable | |
| — | | |
| 396,778 | |
| Others | |
Payment of other operating expenses on behalf of the Company | |
| 1,000 | | |
| 1,000 | |
| Total | |
| |
$ | 51,098,926 | | |
$ | 62,328,287 | |
|