UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 22, 2014
SOLAR POWER, INC.
(Exact name of registrant as specified in its charter)
|
California |
000-50142 |
20- 4956638 |
3400 Douglas Boulevard, Suite 285
Roseville, California 95661-3875
(Address and telephone number of principal executive offices) (Zip Code)
(916) 770-8100
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|
[ ] |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
[ ] |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
[ ] |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
[ ] |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On October 22, 2014, Solar Power, Inc. (the “Company”)’s wholly owned subsidiary, SPI Solar Power Suzhou Co., Ltd. (“SPI Meitai Suzhou”), a company incorporated under the laws of the People’s Republic of China (“PRC”), entered into a share purchase framework agreement (the “Share Purchase Framework Agreement 1”) with ZhongNeng GuoDian Green Ecological Cooperation and Development Jiangsu Co., Ltd. (“ZhongNeng Green”), a company incorporated under the laws of PRC, whereby SPI Meitai Suzhou and ZhongNeng Green contemplate to enter into a definitive purchase agreement (the “Definitive Purchase Agreement 1”) for SPI Meitai Suzhou to acquire 100% equity interest (the “Equity Interest”) in ZhongNeng GuoDian New Energy Development and Investment Jiangsu Co., Ltd. (“ZhongNeng New”), a company incorporated under the laws of PRC, from ZhongNeng Green for a total purchase price of RMB100 million. Of the Equity Interest, (i) 49% is contemplated to be paid with the Company’s ordinary shares (the “Shares”), the number of which shall be determined based on a per Share price equal to the Shares’ closing trading price on October 22, 2014, and (ii) 51% is contemplated to be paid with the Shares, the number of which shall be determined based on a per Share price equal to the five-day average trading price of the Shares immediately prior to the closing day of the transactions contemplated under the Definitive Purchase Agreement 1, subject to the terms and conditions thereunder and under the Share Purchase Framework Agreement 1.
On October 22, 2014, SPI Meitai Suzhou entered into a share purchase framework agreement (the “Share Purchase Framework Agreement 2,” together with the Share Purchase Framework Agreement 1, the “Share Purchase Framework Agreements”) with ZhongNeng New, whereby SPI Meitai Suzhou and ZhongNeng New contemplate to enter into a definitive purchase agreement (the “Definitive Purchase Agreement 2”) for SPI Meitai Suzhou to acquire 100% equity interest in six project companies owned by ZhongNeng New for an advance payment of RMB140 million on November 20, 2014, subject to the terms and conditions under the Share Purchase Framework Agreement 2 and the Definitive Purchase Agreement 2.
The foregoing summary of the terms and conditions of the Share Purchase Framework Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the translations of the agreements attached hereto as Exhibits 10.1 and Exhibit 10.2 which are hereby incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
|
Exhibit No. |
Exhibit Description |
| 10.1 | Translation of Share Purchase Framework Agreement by and between SPI Solar Power Suzhou Co., Ltd. and ZhongNeng GuoDian Green Ecological Cooperation and Development Jiangsu Co., Ltd. dated October 22, 2014 | |
| 10.2 | Translation of Share Purchase Agreement by and between SPI Solar Power Suzhou Co., Ltd. and ZhongNeng GuoDian New Energy Development and Investment Jiangsu Co., Ltd. dated October 22, 2014 |
SIGNATURE
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 hereunto duly authorized.
|
SOLAR POWER, INC. a California Corporation |
||
|
Dated: October 24, 2014 |
/s/ Amy Jing Liu |
|
| Name: Amy Jing Liu | ||
| Title: Chief Financial Officer |
3
Exhibit 10.1
Share Purchase Framework Agreement
Share Purchase Framework Agreement
This share purchase framework agreement (hereinafter referred to as this “Agreement”) is entered into this 22nd day of October 2014 in Shanghai by and among the following three parties:
Party A (as Purchaser): SPI Solar Power Suzhou Co., Ltd.
Party B (as Seller):ZhongNeng GuoDian Green Ecological Cooperation and Development Jiangsu Co., Ltd.
Party C (as Target Company): ZhongNeng GuoDian New Energy Development and Investment Jiangsu Co., Ltd.
After friendly negotiations, by adhering to the principle of cooperation and mutual benefit, the parties hereto have reached agreement as follows with respect to the share purchase contemplated hereunder:
|
Purchaser |
SPI Solar Power Suzhou Co., Ltd. or an affiliate designated by it. The Purchaser intends to acquire shares in the Target Company (hereinafter referred to as the “Transaction"). For the purpose of this Agreement, the term “Affiliate” means, with respect to any specified person, any other company or entity which controls, is controlled by, or under common control with such person, whether directly or indirectly. | |
|
Seller |
ZhongNeng GuoDian Green Ecological Cooperation and Development Jiangsu Co., Ltd. The Seller owns 100% shares in the Target Company. | |
|
Target Company |
ZhongNeng GuoDian New Energy Development and Investment Jiangsu Co., Ltd. Established on July 2, 2014, the Target Company is 100% owned by the Seller. The Target Company has a registered capital/paid-in capital of RMB50,000,000, with its legal representative being Tian Dechun(田德春), and its registered address being at 12 Zhoudong Road, Jiangning District, Nanjing. The scope of business of the Target Company consists of investment in, development of and management of photovoltaic power plants, wind farms and waste-to-energy plants; and research and development, manufacture and marketing of new energy power equipment; and (business activities requiring regulatory approvals under applicable laws subject to the receipt of such approvals from competent governmental authorities). As of the date hereof, the Target Company has established certain project companies in China as set forth on the list attached hereto as Annex I (collectively the “Project Companies”). By this Transaction, the Purchaser intends to acquire 100% of the shares in the Target Company. | |
|
Approvals required for the execution of this Agreement |
At the execution of this Agreement, the Purchaser confirms that it has obtained all the internal approvals and consents required for the consummation of the Transaction, other than the approval by its shareholder meeting to the issuance of shares as consideration for the shares to be acquired. At the execution of this Agreement, both the Seller and the Target Company confirm that each of the Seller and the Target Company has received all the internal approvals and consents required for the consummation of the Transaction. |
Share Purchase Framework Agreement
|
Terms of the Definitive Agreements |
The Seller and the Purchaser agree that the definitive legal documents to be executed in relation to the acquisition of the Target Company as contemplated hereunder shall be consistent with the substance and principles set forth in this Agreement. | |
|
Undertakings of Party B |
The registered capital of the Target Company shall have been paid up in full. Within five business days as of the execution of a certain equity transfer agreement by the Purchaser with the relevant shareholders of the six Project Companies (as set forth on Annex I) established by the Target Company, the parties hereto shall enter into an equity transfer agreement in relation to the Target Company in which the parties hereto shall agree on the specific conditions for the transfer of the shares in the Target Company as contemplated hereunder. | |
|
Purchase Price Payment Terms |
The Purchaser shall acquire 100% of the shares in the Target Company at an aggregate purchase price of RMB100,000,000 (the “Purchase Price”), in consideration of which, it shall be issued corresponding number of shares of Solar Power Inc., of which (i) the number of shares of Solar Power Inc. that the Seller shall receive at the closing of the purchase and sale of the 49% of the shares in the Target Company, shall be determined based on the closing price of the shares of Solar Power Inc. on October 22, 2014; and (ii) the number of shares of Solar Power Inc. that the Seller shall receive at the closing of the sale and purchase of the 51% of the shares in the Target Company, shall be determined based on the average price of the shares of Solar Power Inc. during the five trading days prior to such closing. The specific steps for the conducting of each such closing shall be set forth in an equity transfer agreement to be entered into by and among the parties hereto by then. | |
|
Default Liability |
In the event that for whatever reason the Seller fails to execute any equity transfer agreement within the applicable time limit agreed herein, the Purchaser shall have the right to terminate this Agreement, in which case, the Seller shall refund in full the principal of any and all of the amounts that have been paid by the Purchaser by then, together with any interest accrued thereon at the benchmark annual interest rate for loans of the same tenor published by the People’s Bank of China. In the event that the Purchaser fails to execute any equity transfer agreement within the applicable time limit agreed herein, the Seller shall have the right to terminate this Agreement, in which case, the Seller shall refund in full the principal of any and all of the amounts that have been paid by the Purchaser by then. |
Share Purchase Framework Agreement
|
Confidentiality |
The fact that this Agreement exists, the terms and conditions described herein, and any information furnished in connection with the due diligence investigation, shall constitute confidential information (the “Confidential Information”). The parties hereto agree that none of the parties hereto may use or disclose to any third party any Confidential Information, except in connection with the audit (review), valuation, negotiations in relation to and the implementation of the Transaction, or as required by any competent government authorities, ministries or stock exchanges. Any disclosure of this Agreement shall require the written confirmation from all parties hereto. | |
|
Taxes and Expenses |
Each party hereto shall be responsible for its own taxes and expenses incurred in connection with this Agreement. | |
|
Additional Provisions |
The Purchase Price for the purchase of the shares in the Target Company shall be calculated separately and not cover any equity interests in the six projects in progress as set forth in Annex I. In principle, the price of purchase of the shares in the Target Company shall be dealt with after the completion of the transaction related to the six projects under construction . | |
|
Miscellaneous |
(1) This Agreement shall be governed by the laws of People’s Republic of China. (2) Any dispute arising from this Agreement shall first be resolved through friendly consultations among the parties hereto. In case of a dispute that fails to be settled through such consultations, any party may institute legal proceedings before a competent court located in the place where such party is domiciled. (3) This Agreement shall be signed and sealed by all the parties hereto, and shall be executed in six counterparts with equal legal force, two for each party. |
[End of text]
Share Purchase Framework Agreement
Signature Page to the Share Purchase Framework Agreement
Party A: SPI Solar Power Suzhou Co., Ltd.
Legal Representative or Authorized Representative：(affixed with company seal)
Dated: October 22, 2014
Party B: ZhongNeng GuoDian Green Ecological Cooperation and Development Jiangsu Co., Ltd.
Legal Representative or Authorized Representative：(affixed with company seal)
Dated: October 22, 2014
ZhongNeng GuoDian New Energy Development and Investment Jiangsu Co., Ltd.
Legal Representative or Authorized Representative：(affixed with company seal)
Dated: October 22, 2014
Share Purchase Framework Agreement
Annex I
|
Item No. |
Project Location |
Capacity |
Name of the Project Company |
|
1 |
Linxi County, Chifeng Municipality |
40MW |
Inner Mongolia ZhongNeng Guodian New Energy Technology Co., Ltd.（内蒙古中能国电新能源科技有限公司） |
|
2 |
Kezuo County, Inner Mongolia |
60MW |
GuoDian KezuoZhong County Photovoltaic Power Co., Ltd.（国电科左中旗光伏发电有限公司） |
|
3 |
Shangdu County, Inner Mongolia |
50MW |
GuoDian Shangdu County No. 2 Photovoltaic Power Co., Ltd.(国电商都县第二光伏发电有限公司) |
|
4 |
Chayou, Inner Mongolia |
30MW |
GuoDian Chahaer Youyiqian County No. 2 Photovoltaic Power Co., Ltd.(国电察哈尔右翼前旗第二光伏发电有限公司) |
|
5 |
Tianyun, Zhongwei |
130MW |
Zhongwei Municipal Tianyun New Energy Technology Co., Ltd. （中卫市天云新能源科技有限公司） |
|
6 |
Baiwu Town, Yanyuan County, Liangshan Prefecture |
50MW |
Sichuan Zhongwei New Energy Technology Co., Ltd.（四川中为新能源科技有限公司） |
5
Exhibit 10.2
Share Purchase Framework Agreement
Share Purchase Framework Agreement (I)
This Share Purchase Framework Agreement (hereinafter referred to as “Agreement”) is signed in Shanghai, China on October 22, 2014 by and between:
Party A (Transferee): SPI Solar Power Suzhou Co., Ltd.
Party B (Transferor): ZhongNeng GuoDian New Energy Development and Investment Jiangsu Co., Ltd.
Whereas each party, adhering to the principle of cooperation, equality and mutual benefit and through friendly consultation, regarding the purchase of shares, the parties hereby agree as follows:
|
Transferee |
SPI Solar Power Suzhou Co., Ltd. or its designated affiliated parties, it intends to acquire the related equity of target company (hereinafter referred to as "the acquisition"). The affiliated parties in this agreement refer to any "person" who has direct or indirect control of the person, or the person controls, or any other company or entity controlled or jointly controlled with the person. | |
|
Transferor |
ZhongNeng GuoDian New Energy Development and Investment Jiangsu Co., Ltd. | |
|
ZhongNeng GuoDian New Energy Development and Investment Jiangsu Co., Ltd. was established on July 2, 2014 with 100% of its equity interest held by ZhongNeng GuoDian Green Ecological Cooperation and Development Jiangsu Co., Ltd. The registered/ paid up capital is RMB50 million and its registered address is 12 East Mozhou Road, Jiangnin District, Nanjin City. The legal representative of ZhongNeng GuoDian New Energy Development and Investment Jiangsu Co., Ltd. is Tian Chunde. The company’s business scope is as follows: investment in the development and management of photovoltaic power station, wind power station,and waste power plant; the research, manufacturing and marketing of new energy equipment. (The project which needs the approval of relevant departments should get the approval before carrying out business activities.) | ||
Share Purchase Framework Agreement
|
Target Company |
The six project companies invested and constructed by ZhongNeng GuoDian New Energy Development and Investment Jiangsu Co., Ltd. (Please refer to Annex I for details).
Party A intends to acquire 100% equity of project companies owned by Party B through this transaction. | |
|
Approvals required for the execution of this Agreement |
At the execution of this Agreement, Party A confirms that it has obtained all the internal approvals and consents required for the consummation of the Transaction.
At the execution of this Agreement, both the Party B and the Target Company confirm that each of the Party B and the Target Company has received all the internal approvals and consents required for the consummation of the Transaction. | |
|
Final Agreement Terms |
Both parties agree that the final legal document relating to the target company’s acquisition should comply with the substantive and principled content of the agreement. | |
|
Advance Payment |
The advance payment for the purchase of shares of all project companies which have project under construction except for 50MW project in Liangshan State, Yanyuan County, Baiwu Town is RMB140,000,000, calculated based on the assumptions that the internal rate of return is at least 10% based on projected earnings after income tax assuming full investment is made. Party A shall pay Party B or its designated third party on November 20, 2014. | |
Share Purchase Framework Agreement
|
Undertakings by Party B |
Party B undertakes that, from the signing date of this agreement, it shall continue to prepare, invest, construct and operate every project company in order to ensure the the grid-connetion and power generation of each of the project companies by the end of the March of 2015. Party B undertakes that, before March 31, 2015 and except for 50MW project in Liangshan State, Yanyuan County, Baiwu Town, all parties involved in the target company shall sign the definitive “Share Transfer Agreement” of project companies and decide the detailed terms of the equity transfer. | |
| Liability Clauses |
In addition to that Party A fails to apply for the duration of the Agreement to sign the Equity Transfer Agreement with relevant equity holders from the target company (in this case, Party B has the right to terminate the Agreement and shall refund in full prepayment of principal to Party A), whereas Party B fails to apply for the duration of the Agreement to sign the Equity Transfer Agreement with relevant equity holders from the target company, Party A has the right to terminate the Agreement, and Party B shall refund in full prepayment of principal and its interest calculated based on loan interest benchmark from the same period of the Chinese People's Bank to Party A. | |
|
Confidentiality |
The fact that this Agreement exists, the terms and conditions described herein, and any information furnished in connection with the due diligence investigation, shall constitute confidential information (the “Confidential Information”). The parties hereto agree that none of the parties hereto may use or disclose to any third party any Confidential Information, except in connection with the audit (review), valuation, negotiations in relation to and the implementation of the Transaction, or as required by any competent government authorities, ministries or stock exchanges.
Any disclosure of this Agreement shall require the written confirmation from all parties hereto. | |
Share Purchase Framework Agreement
| Taxes and Expenses | The taxes and expenses generated in the Agreement shall be borne by each party. | |
|
Others |
The purchase of the six projects under construction could be conducted as a whole, one by one or partially. It will not impact the other parts when the purchase is implemented one by one or partially. The purchase of the target company shall be no later than the deadline for signing definitive “Share Transfer Agreement” of each project company as agreed in this Agreement, regardless of whether it is implemented partially or as a whole. | |
| Miscellaneous |
(1) This Agreement shall be governed by the laws of People’s Republic of China.
(2) Any dispute arising from this Agreement shall first be resolved through friendly consultations among the parties hereto. In case of a dispute that fails to be settled through such consultations, any party may institute legal proceedings before a competent court located in the place where such party is domiciled.
(3) This Agreement shall be signed and sealed by all the parties hereto, and shall be executed in six counterparts with equal legal force, two for each party. | |
(Following text is just for signing)
Share Purchase Framework Agreement
(This is the signature page)
Party A: SPI Solar Power Suzhou Co., Ltd.
Legal representative or authorized representative：(affixed with company seal)
October 22, 2014
Party B: ZhongNeng GuoDian New Energy Development and Investment Jiangsu Co., Ltd.
Legal representative or authorized representative：(affixed with company seal)
October 22, 2014
Share Purchase Framework Agreement
Annex Ⅰ
|
No. |
Location |
Scale |
Project Companies |
|
1 |
Linxi County, Chifeng City, Inner Mongolia |
40MW |
ZhongNeng GuoDian New Energy Science and Technology Inner Mongolia Co., Ltd. |
|
2 |
Kerqinzuo Banner Inner Mongolia |
60MW |
Guodian Kerqinzuo Banner Photovoltaic Power Generation Co., Ltd. |
|
3 |
Shangdu County Inner Mongolia |
50MW |
Guodian Shangdu Second Photovoltaic Power Generation Co., Ltd. |
|
4 |
Chahaer Banner Inner Mongolia |
30MW |
Guodian Chahaer Banner Second Photovoltaic Power Generation Co., Ltd. |
|
5 |
Zhongwei City Ningxia Hui Autonomous Region |
130MW |
Zhongwei Tianyun New Energy Science and Technology Co., Ltd. |
|
6 |
Liangshan State Yanyuan County Baiwu Town Sichuan Province |
50 MW |
Sichuan Zhongwei New Energy Science and Technology Co., Ltd. |
6