UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
SPI ENERGY CO., LTD.
(Name of Issuer)
Ordinary shares, par value US$$0.000001 per share
(Title of Class of Securities)
78470H109 (1)
(CUSIP Number)
Dr. Choi Chiu Fai Stanley
Head & Shoulders Global Investment Limited
(formerly Robust Elite Limited)
25 Floor, COSCO Tower, Queen’s Road
Central, Hong Kong
(852) 3103 8338
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 11, 2016
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| (1) | This CUSIP number applies to the Issuer’s American depositary shares (“ADSs”), each representing ten ordinary shares. |
CUSIP Number: 78470H109
| 1. | Name of Reporting Person
Head & Shoulders Global Investment Limited | |||||
| 2. | Check the Appropriate Box if A Member of A Group (a) ¨ (b) x
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| 3. | SEC Use Only
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| 4. | Source of Funds
WC | |||||
| 5 | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
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| 6. | Citizenship or Place of Organization
British Virgin Islands | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
18,750,000 ordinary shares, represented by ADSs | ||||
| 8. | Shared Voting Power
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| 9. | Sole Dispositive Power
18,750,000 ordinary shares, represented by ADSs | |||||
| 10. | Shared Dispositive Power
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| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
18,750,000 ordinary shares, represented by ADSs | |||||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
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| 13 | Percent of Class Represented By Amount In Row (11)
2.9%* | |||||
| 14 | Type of Reporting Person
CO | |||||
| * | Based upon 641,665,172 ordinary shares issued and outstanding as of February 15, 2016. |
This amendment No. 1 (“Amendment No. 1”) is filed by Head & Shoulders Global Investment Limited (formerly Robust Elite Limited, the “Reporting Person”).
This Amendment No. 1 amends and supplements the Schedule 13D filed by the Reporting Person with respect to the ordinary shares, par value US$0.000001 per share, of SPI Energy Co., Ltd., a Cayman Islands company (previously Solar Power, Inc., a California corporation) (the “Issuer”), filed with the United States Securities and Exchange Commission (the “SEC”) on April 14, 2015 (the “Original Schedule 13D”).
ITEM 1. SECURITY AND ISSUER
Item 1 of the Original Schedule 13D is hereby amended and supplemented as follows:
The Issuer was re-organized as SPI Energy Co., Ltd. under the laws of the Cayman Islands. Its principal executive office is 7F/B Block, 1st Building, Jinqi Plaza, No. 2145 Jinshajiang Road, Putuo District, Shanghai, People’s Republic of China.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:
On March 8, 2016, the Reporting Person entered into a share purchase agreement with Ms. Zhou Shan (the “SPA”) . Pursuant to the SPA, the Reporting Person sells to Ms. Zhou Shan 8,750,000 ADSs at a purchase price of US$7.64 per ADS, the closing price of the ADSs on Nasdaq on February 16, 2016 (the “Per Share Purchase Price”).
It is currently anticipated that, at the Per Share Purchase Price, Ms. Zhou Shan shall pay US$66,850,000 (the “Aggregate Purchase Price”) to the Reporting Person for the acquisition of ADSs. Under the SPA, Ms. Zhou Shan will pay to the Reporting Person a sum of US$14,000,000 upon closing with personal funds, with the balance of the Aggregate Purchase Price, being US$52,850,000, to be repaid within a period of four (4) years from the date of the SPA, with an interest of four percent (4%) per annum for the balance repaid in the second two years.
Other than as set forth in this Amendment No. 1, the Reporting Person has no present plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;
| (c) | A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries; |
(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of the Issuer;
(f) Any other material change in the Issuer’s business or corporate structure;
(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
(h) A class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
The description of the transaction contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA, a copy of which is attached hereto as Exhibit 7.01.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Original Schedule 13D is hereby amended and supplemented as follows:
As of the date of this Amendment No. 1, the Reporting Person directly owns 1,875,000 ADSs, representing 18,750,000 ordinary shares of the Issuer and consisting 2.9% of the total outstanding ordinary shares of the Issuer.
The above disclosure of percentage information is based upon 641,665,172 ordinary shares issued and outstanding as of February 15, 2016.
Except as set forth in Item 4 of this Amendment No. 1, the Reporting Person has not effected any transaction in the ordinary shares or ADSs during the past 60 days.
Except as set forth in this Item 5, to the best knowledge of the Reporting Person, no person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the ADSs.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Original Schedule 13D is hereby amended and supplemented as follows:
The matters set forth in Item 4 of this Amendment No. 1 are incorporated in this Item 6 by reference in their entirety.
Except as set forth herein, there are no contracts, arrangements, understandings or relationships between the Reporting Person and any other person with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Original Schedule 13D is hereby amended and supplemented as follows:
| 7.01 | Share Purchase Agreement by and between Robust Elite Limited (now known as “Head & Shoulders Global Investment Limited”) and Zhou Shan, dated as of March 8, 2016. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: March 15, 2016
| Head & Shoulders Global Investment Limited (Formerly Robust Elite Limited) | ||
| By: | /s/ Choi, Chiu Fai Stanley | |
| Name: | Choi, Chiu Fai Stanley | |
| Title: | for Unitone Group Limited as director | |
Exhibit 7.01
SHARE PURCHASE AGREEMENT
BETWEEN
ROBUST ELITE LIMITED
AND
ZHOU SHAN
8 March 2016
This Share Purchase Agreement (this “Agreement”) is entered into on 8 March, 2016
BETWEEN:
| (1) | Robust Elite Limited, a company duly organized and validly existing under the laws of the British Virgin Islands of BVI company number #1814303 and with its registered address at NovaSage Chambers, P.O. Box 4389, Road Town, Tortola, British Virgin Islands (the “Seller”), and |
| (2) | Zhou Shan, citizen of the People’s Republic of China, with her business address at House 7, No. 12 Shouson Hill Road, Hong Kong (the “Buyer”). |
The parties above are collectively referred to as “the Parties”.
RECITALS
WHEREAS, The Seller is the sole legal and beneficial owner of 10,625,000 American depositary shares (“ADSs”), each representing ten ordinary shares of SPI Energy Co., Ltd., a company organized under the laws of the Cayman Islands (the “Company”);
WHEREAS, the Seller desires to sell, and Zhou Shan desires to purchase 8,750,000 ADSs at a purchase price of US$7.64 per ADS, the closing price of the ADSs on Nasdaq on February 16, 2016 (the “Per Share Purchase Price”), subject to the terms and conditions set forth herein (such 8,750,000 ADSs to be sold to Zhou Shan, the “Subject Shares”).
NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, the adequacy of which are hereby acknowledged, the Parties hereby agree as follows:
| 1. | Representations and Warranties by the Seller |
| 1.1. | The Seller is a company duly organized and validly existing and in good standing under the laws of the British Virgin Islands. The Seller has the requisite corporate power and authority to execute and deliver this Agreement and perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Seller and constitutes a legal, valid and binding agreement of the Seller enforceable against the Seller in accordance with its terms. |
| 1.2. | The Seller has good and valid title to the Subject Shares, free and clear of all liens, pledge, option, encumbrances, equities or adverse claims. |
| 1.3. | Neither the execution of this Agreement nor any other agreement referred to herein nor the consummation of the transactions contemplated hereby and thereby will conflict with or result in a material breach or violation of any other material agreement or instrument by which the Seller is bound, any charter, bylaws, certificate of incorporation or similar organizational documents of the Seller, or any existing material law, regulation, judgment or order applicable to the Seller. |
| 2. | Representations and Warranties by the Buyer |
| 2.1. | The Buyer has the requisite power and authority to execute and deliver this Agreement and perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Buyer and constitutes a legal, valid and binding agreement of the Buyer enforceable against the Buyer in accordance with its terms. |
| 2.2. | Neither the execution of this Agreement nor any other agreement referred to herein nor the consummation of the transactions contemplated hereby and thereby will conflict with or result in a material breach or violation of any other material agreement or instrument by which the Buyer is bound, or any existing material law, regulation, judgment or order applicable to the Buyer. |
| 3. | Agreement to Purchase Subject Shares |
| 3.1. | The Seller agrees to sell to the Buyer, and the Buyer agree to purchase from the Seller, the Subject Shares in accordance with recitals to this Agreement. As consideration for the Subject Shares, the Buyer agrees to pay to the Seller the aggregate purchase price of US$66,850,000. |
| 4. | Completion |
| 4.1. | The completion of the transactions contemplated by this Agreement shall take place within five working days after execution of this Agreement. |
| 4.2. | At completion: |
| (a) | the Buyer shall pay the Seller in such manners in accordance with the Payment Terms as referred to and defined in the Schedule attached herewith and which shall form part of this Share Purchase Agreement; and |
| (b) | the Seller shall transfer 8,750,000 ADSs to the Buyer. |
| 5. | Confidentiality |
| 5.1. | For the purpose of the Parties’ evaluations of, and discussions relating to, the transactions contemplated by this Agreement, each Party has provided or may provide to the other Party certain information relating to the Company and the Subject Shares that is non-public, confidential or proprietary in nature (the “Confidential Information”). Each Party agrees to hold all the Confidential Information in trust and confidence and shall not use or disclose any such Confidential Information during the term of this Agreement and after the expiration of this Agreement for any reason whatsoever. |
| 5.2. | Notwithstanding the foregoing, each Party may disclose or otherwise use any Confidential Information to the extent such information (A) is or becomes publicly known or available (other than as a result of a violation by such Party of this Agreement), (B) is or becomes available to such Party from a third-party whom such Party reasonably believes is not under an obligation to keep such information confidential, (C) was already in such Party’s possession, provided that such information is not known to such Party to be subject to another obligation of confidentiality to the Company, or (D) was or is independently developed by or on behalf of such Party without violating the terms of this Section 5. |
| 5.3. | If either Party becomes (or if it is reasonably likely that it shall become) legally compelled to disclose any Confidential Information, to the extent legally permissible and reasonably practicable, such Party shall provide immediate notice of such fact to the Company and the other Party so that appropriate action may be taken. Such Party shall cooperate with any reasonable requests from the Company and the other Party in connection therewith. If, after complying with the foregoing requirements, such Party is nonetheless legally compelled to disclose the Confidential Information to any third-party, such Party may disclose to such third-party only that portion of the Confidential Information which its outside legal counsel advises it is legally required to disclose. |
| 5.4. | Each Party acknowledges that it is aware that the United States securities laws prohibit any person who has material non-public information about a company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. Each Party agrees that it will not use any Confidential Information in contravention of the United States securities laws. |
| 6. | General |
| 6.1. | Each Party hereto agrees to perform any further acts and execute and deliver any document or instrument that may be reasonably necessary to carry out the intent of this Agreement. |
| 6.2. | This Agreement shall bind and inure to the benefit of the successors and assigns of the Parties hereto. |
| 6.3. | This Agreement may be amended at any time by the written agreement and consent of the Parties hereto. |
| 6.4. | This Agreement shall be governed by and construed in accordance with the laws of Hong Kong, without regard to conflict of law provisions. The Parties hereto hereby submit to the non-exclusive jurisdiction of the courts of Hong Kong. |
| 6.5. | This Agreement, including such other agreements referred to herein, constitutes the entire agreement and understanding among the parties pertaining to the subject matter hereof and supersedes any and all prior agreements, whether written or oral, relating thereto. |
| 6.6. | Introductory headings at the beginning of each clause of this Agreement are solely for the convenience of the parties and shall not be deemed to be a limitation upon or description of the contents of any such clause. |
| 6.7. | This Agreement may be executed in counterparts, which, when taken together, shall constitute one and the same instrument. |
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the date first written above.
| ROBUST ELITE LIMITED | ||
| By: | /s/ CHOI, CHIU FAI STANLEY | |
| Name: CHOI, CHIU FAI STANLEY | ||
| Title: Authorized Representative | ||
| ZHOU SHAN | ||
| /s/ ZHOU SHAN | ||
SCHEDULE
Payment Terms (“Payment Terms”)
| 1. | The Buyer shall pay to the Seller a sum of US$ 14,000,000.00 upon Completion; and |
| 2. | Balance of the aggregate purchase price which being US$ 52,850,000.00 (“Balance Purchase Price”) shall be repaid by the Buyer within a period of four (4) years from the date of this Share Purchase Agreement (“Balance Repayment Period”) and the Buyer may choose to repay by any number of payment with any repayment amount(s) and at such interval(s) and/or time(s) as the Buyer shall decide within the Balance Repayment Period. There is no interest chargeable to the Balance Purchase Price by the Seller within the first two years of the Balance Repayment Period (i.e. from 8 March 2016 to 7 March 2018 inclusive). There is an interest of four percent (4%) per annum chargeable to any outstanding Balance Purchase Price by the Seller within the second two years of the balance Repayment Period (i.e. from 8 March 2018 to 7 March 2020 inclusive) and the Buyer shall pay interest to the Seller at the same time when a payment is to be made by the Buyer to the Seller covering the same period of time when the relevant interest payment is incurred. |