8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: February 13, 2015

(Date of earliest event reported: December 1, 2014)

SOLAR POWER, INC.
(Exact name of registrant as specified in its charter)

California
(State or other jurisdiction of incorporation or organization) 000-50142
(Commission File Number) 20- 4956638
(I.R.S. Employer Identification No.)

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))

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Item 2.01 Completion of Acquisition or Disposition of Assets.

This Current Report on Form 8-K/A (the “Form 8-K/A”) amends and supplements the Current Report on Form 8-K of Solar Power, Inc. (the “Company”) filed with the Securities and Exchange Commission (“SEC”) on December 5, 2014 (the “Original Form 8-K”) disclosing, among other things, the Company’s acquisition of all the outstanding capital stock of Sinsin Renewable Investment Limited on December 1, 2014. This Form 8-K/A includes the historical financial information of Sinsin Renewable Investment Limited and the pro forma financial information required by Item 9.01 of Form 8-K.

Item 9.01 Unregistered Sales of Equity Securities.

(a) Financial Statements of Business Acquired.

The audited consolidated balance sheet of Sinsin Renewable Investment Limited and its subsidiaries as of December 31, 2013, and the related consolidated statement of profit or loss and other comprehensive income, changes in equity, and cash flows for the period from May 8, 2013 (date of incorporation) to December 31, 2013, including the notes thereto, and the related report of KPMG Huazhen (SGP) (“KPMG Huazhen”), independent accounting firm, are attached as Exhibit 99.1 to this Form 8-K/A.

The audited balance sheet of Photovoltaika Parka Verioa I Anonymi Etaireia as of December 31, 2013 and 2012, and the related statements of profit or loss and other comprehensive income, changes in equity, and cash flows for the year ended December 31, 2013 and the period from February 15, 2012 (date of incorporation) to December 31, 2012, including the notes thereto, and the related report of KPMG Huazhen are attached as Exhibit 99.2 to this Form 8-K/A.

The audited balance sheet of Jasper PV Makedonia Production of Energiaki S.A. as of December 31, 2013 and 2012, and the related statements of profit or loss and other comprehensive income, changes in equity, and cash flows for the year ended December 31, 2013 and the period from April 10, 2012 (date of incorporation) to December 31, 2012, including the notes thereto, and the related report of KPMG Huazhen are attached as Exhibit 99.3 to this Form 8-K/A.

The audited balance sheet of Astraios Energeiaki Photovoltaic Projects A.E. as of December 31, 2013 and 2012, and the related statements of profit or loss and other comprehensive income, changes in equity, and cash flows for the years then ended, including the notes thereto, and the related report of KPMG Huazhen are attached as Exhibit 99.4 to this Form 8-K/A.

The audited balance sheet of Orion Energeiaki Anonimi Etaireia as of December 31, 2013 and 2012, and the related statements of profit or loss and other comprehensive income, changes in equity, and cash flows for the years then ended, including the notes thereto, and the related report of KPMG Huazhen are attached as Exhibit 99.5 to this Form 8-K/A.

The unaudited interim condensed consolidated balance sheet of Sinsin Renewable Investment Limited as of June 30, 2014, and the related interim condensed consolidated statements of profit or loss and other comprehensive income, changes in equity, and cash flows for the six-month period ended June 30, 2014 and the period from May 8, 2013 (date of incorporation) to June 30, 2013, including the notes thereto, are attached as Exhibit 99.6 to this Form 8-K/A.

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(b) Pro Forma Financial Information.

The unaudited pro forma interim condensed combined balance sheet as of September 30, 2014, and the pro forma interim condensed combined statement of operations for the nine-month period ended September 30, 2014, and the accompanying notes, are attached as Exhibit 99.7 to this Form 8-K/A.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Exhibit Description
99.1	Audited consolidated balance sheet of Sinsin Renewable Investment Limited and its subsidiaries as of December 31, 2013, and the related consolidated statement of profit or loss and other comprehensive income, changes in equity, and cash flows for the period from May 8, 2013 (date of incorporation) to December 31, 2013, including the notes thereto.

99.2 Audited balance sheet of Photovoltaika Parka Verioa I Anonymi Etaireia as of December 31, 2013 and 2012, and the related statements of profit or loss and other comprehensive income, changes in equity, and cash flows for the year ended December 31, 2013 and the period from February 15, 2012 (date of incorporation) to December 31, 2012, including the notes thereto.

99.3 Audited balance sheet of Jasper PV Makedonia Production of Energiaki S.A. as of December 31, 2013 and 2012, and the related statements of profit or loss and other comprehensive income, changes in equity, and cash flows for the year ended December 31, 2013 and the period from April 10, 2012 (date of incorporation) to December 31, 2012, including the notes thereto.

99.4 Audited balance sheet of Astraios Energeiaki Photovoltaic Projects A.E. as of December 31, 2013 and 2012, and the related statements of profit or loss and other comprehensive income, changes in equity, and cash flows for the years then ended, including the notes thereto.

99.5 Audited balance sheet of Orion Energeiaki Anonimi Etaireia as of December 31, 2013 and 2012, and the related statements of profit or loss and other comprehensive income, changes in equity, and cash flows for the years then ended, including the notes thereto.

99.6 Unaudited condensed consolidated balance sheet of Sinsin Renewable Investment Limited as of June 30, 2014, the related condensed consolidated statements of profit or loss and other comprehensive income, changes in equity, and cash flows for the six-month period ended June 30, 2014 and the period from May 8, 2013 (date of incorporation) to June 30, 2013, including the notes thereto.

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99.7 Unaudited pro forma interim condensed combined balance sheet as of September 30, 2014, and the pro forma interim condensed combined statement of operations for the nine-month period ended September 30, 2014, and the accompanying notes.

Forward-Looking Statements

This Form 8-K/A contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, particularly with respect to the Company’s acquisition of all the outstanding capital stock of Sinsin. Forward-looking statements describe future expectations, plans, results or strategies and can often be identified by the use of terminology such as “may,” “will,” “estimate,” “project,” “assume,” “intend,” “continue,” “believe,” “expect,” “anticipate,” “should,” “could,” “potential,” “opportunity,” or similar terminology. These statements are based upon management’s current expectations, assumptions and estimates, including the estimates and assumptions related to the preparation of the pro forma financial information contained herein, and are not guarantees of timing, future results or performance. Actual results may differ materially from those contemplated in the forward-looking statements due to a variety of risks and uncertainties and other factors.

Additional information regarding risks and uncertainties and other factors that could cause actual results to differ materially from those contemplated in forward-looking statements is included from time to time in the Company’s filings with the SEC, including the Company’s most recent Quarterly Report on Form 10-Q filed with the SEC on November 13, 2014 (including under the headings “Forward Looking Statements” and “Risk Factors”) and other reports filed with the SEC. Forward-looking statements speak only as of the date they are made and, except for the Company's ongoing obligations under the U.S. federal securities laws, the Company undertakes no obligation to publicly update any forward-looking statements whether as a result of new information, future events or otherwise.

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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: February 13, 2015	/s/ Amy Jing Liu                Name: Amy Jing Liu Title: Chief Financial Officer

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EX-99

Exhibit 99.1

SINSIN RENEWABLE INVESTMENT LIMITED 

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2013

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Auditors	2
Consolidated Statement of Profit or Loss and Other Comprehensive Income	3
Consolidated Balance Sheet	4
Consolidated Statement of Changes in Equity	5
Consolidated Statement of Cash Flows	6
Notes to the Consolidated Financial Statements	7

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Independent Auditors’ Report

The Board of Directors

Sinsin Renewable Investment Limited:

We have audited the accompanying consolidated balance sheet of Sinsin Renewable Investment Limited and its subsidiaries (the “Company”) as of December 31, 2013, and the related consolidated statements of profit or loss and other comprehensive income, changes in equity, and cash flows for the period from May 8, 2013 (date of incorporation) to December 31, 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company and its subsidiaries as of December 31, 2013, and the results of their operations and their cash flows for the period from May 8, 2013 (date of incorporation) to December 31, 2013, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

/s/ KPMG Huazhen (SGP)
Shanghai, China

February 13, 2015

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CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE PERIOD FROM MAY 8, 2013 (DATE OF INCORPORATION) TO DECEMBER 31, 2013

	From May 8 to December 31
In Euro	2013
Revenues (note 11)		694,176
Cost of sales		(637,225	)
Gross profit		56,951
Other income		33,457
Administrative expenses		(560,434	)
Impairment loss on property, plant and equipment (note 7)		(3,529,699	)
Other expenses		(63,135	)
Operating loss		(4,062,860	)
Finance costs		(1,868,298	)
Loss before income taxes		(5,931,158	)
Income taxes (note 8)		(15,761	)
Loss for the period		(5,946,919	)
Other comprehensive income for the period		-
Total comprehensive income for the period		(5,946,919	)

The accompanying notes are an integral part of these consolidated financial statements.

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CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 2013

In Euro	As of December 31,
	2013
ASSETS:
Property, plant and equipment (note 7)		54,832,707
Goodwill		7,312,728
Other non-current assets		8,805
Deferred tax assets (note 8)		523,008
TOTAL NON-CURRENT ASSETS		62,677,248
CURRENT ASSETS:
Trade and other receivables (note 6)		5,346,987
Cash and cash equivalents (note 5)		2,674,375
TOTAL CURRENT ASSETS		8,021,362
TOTAL ASSETS		70,698,610
LIABILITIES AND EQUITY:
CURRENT LIABILITIES:
Income tax payables		710,345
Borrowings (note 9)		64,989,000
Trade and other payables (note 10)		6,805,009
TOTAL CURRENT LIABILITIES		72,504,354
NON-CURRENT LIABILITIES:
Deferred tax liabilities		4,038,174
Other non-current liabilities		3,001
TOTAL NON-CURRENT LIABILITIES		4,041,175
TOTAL LIABILITIES		76,545,529
EQUITY:
Share capital (note 14)		100,000
Accumulated losses		(5,946,919	)
TOTAL EQUITY		(5,846,919	)
TOTAL LIABILITIES AND EQUITY		70,698,610

The accompanying notes are an integral part of these consolidated financial statements.

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD FROM MAY 8, 2013 (DATE OF INCORPORATION) TO DECEMBER 31, 2013

In Euro	Share Capital		Accumulated Losses			Total
Balance at May 8, 2013 (date of incorporation)		-		-			-
Changes in equity for the period
Loss for the period		-		(5,946,919	)		(5,946,919	)
Other comprehensive income		-		-			-
Total comprehensive income		-		(5,946,919	)		(5,946,919	)
Issuance of shares		100,000		-			100,000
Balance at December 31, 2013		100,000		(5,946,919	)		(5,846,919	)

The accompanying notes are an integral part of these consolidated financial statements.

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CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM MAY 8, 2013 (DATE OF INCORPORATION) TO DECEMBER 31, 2013

	From May 8, 2013 to December 31, 2013
In Euro
Cash flows from operating activities
Loss before taxation		(5,931,158	)
Adjustments for:
Depreciation		228,476
Finance costs		1,868,298
Impairment loss of property plant and equipment		3,529,699
Changes in:
Trade and other receivables		(620,846	)
Trade and other payables		(392,404	)
Cash used in operating activities		(1,317,935	)
Tax paid		-
Net cash used in operating activities		(1,317,935	)
Cash flows from investing activities
Purchase of property, plant and equipment		(15,840,901	)
Payment for acquisition of subsidiaries, net of cash acquired		(26,366,343	)
Net cash used in investing activities		(42,207,244	)
Cash flows from financing activities
Issuance of shares		100,000
Proceeds from borrowings		64,989,000
Payments of borrowings		(18,881,191	)
Interest paid		(8,255	)
Net cash from financing activities		46,199,554
Net increase in cash and cash equivalents		2,674,375
Cash and cash equivalents at beginning of the period		-
Cash and cash equivalents at end of the period		2,674,375

The accompanying notes are an integral part of these consolidated financial statements.

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NOTE 1— REPORTING ENTITY

Sinsin Renewable Investment Limited (the “Company”) was incorporated on May 8, 2013. The address of its registered office is Strand Towers, Floor 2, 36, The Strand, Sliema SLM 1022, Malta. At December 31, 2013, the Company was a wholly-owned subsidiary of Sinsin Euro Solar Asset Limited Partnership (“Sinsin Euro”), which was a subsidiary of Xinxing Pipes Ductile Iron Pipes Co., Ltd (“Xinxing Pipes”). On December 1, 2014, 100% of the Company’s shares were purchased by Solar Power, Inc. (“SPI”), an entity whose common stock is traded on the Over the Counter Bulletin Board in the United States.

These consolidated financial statements comprise the Company and its subsidiaries (collectively the “Group”). The Group’s principal activities are the development, investment and operation of Photovoltaic parks through four indirectly wholly-owned subsidiaries in Greece (the “Operating Subsidiaries”). These Operating Subsidiaries were acquired by the Company during the reporting period (see note 4 and 7).

These consolidated financial statements were authorized for issue by the Board of Directors of the Company on February 13, 2015.

NOTE 2— BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The consolidated financial statements of the Company have been prepared in accordance with all applicable International Financial Reporting Standards (“IFRSs”), which collective term includes all applicable individual International Financial Reporting Standards, International Accounting Standards (“IASs”) and Interpretations issued by the International Accounting Standards Board (“IASB”).

The accounting policies set out in note 3 have been applied in preparing the consolidated financial statements for the period from the date of the Company’s incorporation of May 8, 2013 to December 31, 2013.

The consolidated financial statements have been prepared under the historical cost convention.

The preparation of consolidated financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 18. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Group incurred a loss of Euros 5,946,919 during the period. As at December 31, 2013, the Group had net current liabilities and net liabilities of Euros 64,482,992 and Euros 5,846,919 respectively.

In view of these circumstances, the directors have given careful consideration to the future liquidity and performance of the Group and its available sources of finance in assessing whether the Group will have sufficient financial resources to continue as a going concern.

The directors believe the Group will generate sufficient cash flow and continue as a going concern on the basis that SPI, the Group’s parent company since December 1, 2014, has undertaken to provide financial support to the Group to the extent necessarily enabling it to meet its liabilities as and when they fall due prior to December 31, 2015. Accordingly, the consolidated financial statements have been prepared on a going concern basis.

NOTE 3—SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below.

3.1     BASIS OF CONSOLIDATION

i.     Business combinations

The Company accounts for business combinations using the acquisition method when control is transferred to the Company (see note 3.1 (ii)). The consideration transferred in the acquisition is measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognized in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.

The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognized in profit or loss.

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Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes in the fair value of the contingent consideration are recognized in profit or loss.

ii.     Subsidiaries

Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

iii.     Non-controlling interests

Non-controlling interests (“NCI”) are measured at their proportionate share of the acquiree’s identifiable net assets at the date of acquisition.

Changes in the Company’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

iv.     Loss of control

When the Company loses control over a subsidiary, it derecognizes the assets and liabilities of the subsidiary, and any related NCI and other components of equity. Any resulting gain or loss is recognized in profit or loss. Any interest retained in the former subsidiary is measured at fair value when control is lost.

v.     Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated. Unrealized gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Company’s interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.

3.2     GOODWILL

Goodwill represents the excess of

(i) the aggregate of the fair value of the consideration transferred, the amount of any non-controlling interest in the acquire and the fair value of the Company’s previously held equity interest in the acquire; over

(ii) the net fair value of the acquiree’s identifiable assets and liabilities measured as at the acquisition date.

When (ii) is greater than (i), then this excess is recognized immediately in the profit or loss as a gain on a bargain purchase.

Goodwill is stated at cost less accumulated impairment losses. Goodwill arising on a business combination is allocated to each cash-generating unit, or groups of cash-generating units, that is expected to benefit from the synergies of the combination and is tested annually for impairment (see note 3.7).

On disposal of a cash-generating unit during the year, any attributable amount of purchased goodwill is included in the calculation of the profit or loss on disposal.

3.3     CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of cash on hand and cash at banks with maturities of three months or less from the acquisition date that are subject to an insignificant risk of changes in their fair value, and are used by the Group in the management of its short-term commitments.

3.4     TRADE AND OTHER RECEIVABLES

Trade and other receivables are initially recognized at fair value and thereafter stated at amortized cost using the effective interest method, less allowance for impairment of doubtful debts (see note 3.7(b)), except where the receivables are interest-free loans made to related parties without any fixed repayment terms or the effect of discounting would be immaterial. In such cases, the receivables are stated at cost less allowance for impairment of doubtful debts.

3.5     FOREIGN CURRENCY TRANSACTIONS

The Company’s consolidated financial statements are presented in Euros, which is also the functional currency of the Company and its subsidiaries.

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Transactions denominated in foreign currencies are translated to the functional currency of the Company and subsidiaries at the foreign exchange rates ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the foreign exchange rates ruling at the balance sheet date. Exchange gains and losses are recognized in profit or loss.

3.6     PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at historical cost less accumulated depreciation and impairment losses (note 3.7(a)).

Cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to the profit or loss as incurred. Subsequent costs are depreciated over the remaining useful life of the related asset.

Depreciation is calculated using the straight-line method to allocate the cost of the assets to their residual values over their estimated useful lives as follows:

Description	Useful life (in years)
Photovoltaic park assets		25
Fixtures and other equipment		1 to 5

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date.

An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Gains and losses on disposals are determined by comparing proceeds with carrying amount and are included in operating profit. Interest costs on borrowings specifically used to finance the construction of property, plant and equipment are capitalized during the construction period if recognition criteria are met.

3.7     IMPAIRMENT OF ASSETS

(a)     Impairment of Property, Plant and Equipment

Property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflect current market assessments of the time value of money and the risks specific to the assets. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are independently identifiable cash flows (cash-generating units). Impairment loss is reversed if there has been a favourable change in the estimates used in determining the recoverable amount. A reversal in impairment loss is limited to the asset’s carrying amount that would have been determined had no impairment loss been recognized in prior years. Reversals of impairment losses are credited to profit or loss in the year in which the reversals are recognized.

(b)     Impairment of Trade and Other Receivables

The Group assesses at the end of each reporting period whether there is objective evidence that trade and other receivable stated at amortized costs is impaired. Trade and other receivables is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the receivables (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the receivables that can be reliably estimated. The criteria that the Group uses to determine that there is objective evidence of an impairment loss include:

● significant financial difficulty of the debtor;

● a breach of contract, such as a default or delinquency in interest or principal payments;

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● significant changes in the market, economic or legal environment that have an adverse effect on the debtor.

For trade and other receivables, the impairment loss is measured as the difference between the receivables’ carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate, when the effect of discounting is material. The assessment is made collectively when the receivables share similar risk characteristics, such as similar past due status, and have not been individually assessed as impaired. The carrying amount of the receivables is reduced through the use of an allowance account when their recoverability are considered doubtful but not remote, and the amount of the loss is recognized in the profit and loss. When an amount of receivables is uncollectible, it is written off against the allowance account for receivables. Subsequent recoveries of amounts previously written off are credited to the profit or loss.

(c)     Impairment of Goodwill

Goodwill impairment are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs to sell. Any impairment is recognized immediately as an expense and is not subsequently reversed.

3.8TAXATION

The tax expense for the period comprises current and deferred tax. Tax is recognized in the profit or loss, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in Greece. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is recognized, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized.

Deferred income tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

3.9     TRADE AND OTHER PAYABLES

Trade and other payables are recognized initially at fair value and subsequently measured at amortized cost unless the effect of discounting would be immaterial, in which case they are stated at cost.

3.10     INTEREST-BEARING BORROWINGS

Interest-bearing borrowings are recognized initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortized cost with any difference between the amount initially recognized and redemption value being recognized in the profit or loss over the period of the borrowings, together with any interest and fees payable, using the effective interest method.

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3.11     PROVISION AND CONTINGENCIES

Provisions are recognized for other liabilities of uncertain timing or amount when the Group has a legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made. Where the time value of money is material, provisions are stated at the present value of the expenditure expected to settle the obligation.

Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.

3.12     REVENUE

Revenue is measured at the fair value of the consideration received or receivable. Provided it is probable that the economic benefits will flow to the Group and the revenue and costs, if applicable, can be measured reliably, revenue is recognized in profit or loss as follows.

(a) Sales of Electricity

Revenue from the sales of electricity is recognized when electricity has been delivered on grid and is measured based on the tariff rates determined by the relevant local government authority.

3.13     RELATED PARTY

a) A person, or a close member of that person’s family, is related to the Group if that person: 

i) has control or joint control over the Group;

ii) has significant influence over the Group; or

iii) is a member of the key management personnel of the Group or the Group’s parent or ultimate controlling shareholders.

b) An entity is related to the Group if any of the following conditions applies:

i) The entity and the Group are members of the same group;

ii) One entity is an associate or joint venture of the other entity (or an associate of joint venture of a member of a group of with the other entity is a member);

iii) Both entities are joint ventures of the same third party;

iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity;

v) The entity is a post-employment benefit plan for the benefit of employees of the Group or an entity related to the Group;

vi) The entity is controlled or jointly controlled by a person identified in (a);

vii) A person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity);

Close members of the family of a person are those family members who may be expected to influence, or be influenced by, that person in their dealings with the entity.

11

NOTE 4—ACQUISITION OF SUBSIDIARIES

On October 2, 2013, the Company completed the acquisition of 100% equity interests in Jasper PV Makedonia Production of Energiaki S.A. (“Jasper”) at a cash consideration of Euros 4,341,480. Jasper was incorporated in Greece and owned and operated 2 photovoltaic parks in Greece as of the date of acquisition.

On November 28, 2013, the Company completed the acquisition of 100% equity interests in Veltimo Ltd. (“Veltimo”), a company incorporated in Cyprus, at a cash consideration of Euros 23,801,357. Prior to the date of acquisition, Veltimo owned and operated 5 photovoltaic parks in Greece through 2 wholly-owned subsidiaries incorporated in Greece, which are Astraios Energeiaki Photovoltaic Projects A.E. and Orion Energeiaki A.E.

These acquisitions enables the Group to achieve a reasonable size of portfolio of photovoltaic parks in Greece that could facilitate the Group building up its profile and reputation in this industry sector for further projects in photovoltaic parks business.

The following table summarizes the considerations paid and the fair value of assets acquired and liabilities assumed for each of the above acquisitions.

	Fair value of net identifiable assets acquired as at the acquisition date
In ‘000 Euro	Veltimo			Jasper			Total
Property, plant and equipment		34,020,707			6,287,259			40,307,966
Cash and cash equivalents		447,655			328,839			776,494
Trade and other receivables		3,955,598			779,068			4,734,666
Deferred tax assets		446,235			83,641			529,875
Trade and other payables		(1,212,589	)		(683,944	)		(1,896,533	)
Income tax payables		(572,997	)		(129,996	)		(702,993	)
Borrowings		(14,718,691	)		(4,162,500	)		(18,881,191	)
Deferred tax liability		(3,679,031	)		(359,145	)		(4,038,174	)
Total identifiable net assets		18,686,887			2,143,222			20,830,109
Goodwill		5,114,470			2,198,258			7,312,728
Cash considerations		23,801,357			4,341,480			28,142,837
Less: cash consideration made in 2014		(1,000,000	)		-			(1,000,000	)
Less: cash acquired		(447,655	)		(328,839	)		(776,494	)
Net cash outflow arising from the acquisitions in 2013		22,353,702			4,012,641			26,366,343

The goodwill is allocated to photovoltaic parks business, which is the sole operating segment of the Group. None of the goodwill is expected to be deductible for tax purpose.

Since the acquisition of Veltimo, Veltimo contributed revenue of Euros 300,531 and loss of Euros 132,117 to the Group’s results for the period ended December 31, 2013. Since the acquisition of Jasper, Jasper contributed revenue of Euros 204,923 and loss of Euros 57,023 to the Groups results for the period ended December 31, 2013. As both Veltimo and Jasper have only commenced sales operation since February 2013 and the Company was only incorporated in May 2013, the disclosure of the pro-forma consolidated revenue and consolidated profit or loss of Veltimo and Jasper had they been consolidated since the Company’s date of incorporation on May 8, 2013 is not presented as the directors consider that it does not provide meaningful information.

12

NOTE 5—CASH AND CASH EQUIVALENTS

	As of December 31,
In Euro	2013
Cash on hand		1,290
Cash at banks		2,673,085
Total		2,674,375

NOTE 6—TRADE AND OTHER RECEIVABLES

	As of December 31
In Euro	2013
Trade receivables		4,290,937
Value added tax recoverable		729,138
Prepayment and other receivables		326,912
Total		5,346,987

Trade receivable represent amount due from Lagie SA for the sales of electricity. Credit period of one month is normally granted to the customer. All trade receivables balances have been settled.

13

NOTE 7—PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are summarized as follows:

In Euro	Photovoltaic parks’ assets			Fixtures and equipment			Construction in progress			Total
Cost:
Balance at May 8, 2013		-			-			-			-
Acquisition of subsidiaries		40,307,966			-			-			40,307,966
Additions		-			62,474			18,220,442			18,282,916
Transfer from Construction in progress		18,220,442			-			(18,220,442	)		-
Balance at December 31, 2013		58,528,408			62,474			-			58,590,882
Accumulated depreciation and impairment losses:
Balance at May 8, 2013		-			-			-			-
Depreciation for the period		(215,924	)		(12,552	)		-			(228,476	)
Impairment losses for the period		(3,529,699	)	-			-				(3,529,699	)
Balance at December 31, 2013		(3,745,623	)		(12,552	)		-			(3,758,175	)
Net book value
At December 31, 2013		54,782,785			49,922			-			54,832,707

Photovoltaic parks’ assets primarily included costs of acquiring permits and power purchase contracts with customers, construction fees of the park, costs of items installed in the park including solar panels, and other costs incurred that are directly attributable to getting the parks ready for its intended use of grid connection with customer for supply of electricity.

On August 9, 2013, the Group acquired 100% equity interest over Photovoltcia Parka Veroia I Malta Limited (“Veroia Malta”), a company incorporated in Malta, at a cash consideration of Euros 2,860,854. At the date of acquisition, Veroia Malta and its wholly-owned subsidiary, Photovoltacia Parka Veroia I A.E. (“Veroia Greece”) incorporated in Greece, did not carry out any business operation except that Veroia Greece owned a permit to construct a photovoltaic park and a power purchase contract with Lagie SA, the Group’s sole customer. This acquisition does not fall within business acquisition and has been accounted for as assets’ acquisition as certain significant inputs and process for the operation of a photovoltaic park did not exist at the date of acquisition.

Due to the excessive actual costs incurred for the construction of a Photovoltaic park as compared to other Photovoltaic parks with similar capacity and the reduction in tariff rate for the sales of electricity as pronounced by the Greek government in April 2014 (see note 20), the Group assessed the recoverable amount of that Photovoltaic park’s assets. Based on the assessment, the carrying value of such Photovoltaic park assets exceeds its recoverable amount as at December 31, 2013 and an impairment loss of Euro 3,529,699 was recognized. The recoverable amount is determined based on value-in-use calculations. These calculations use cash flow projections with the cash flows discounted using a discount rate of 10%. The discount rate used is pre-tax and reflected specific risks relating to the relevant cash-generating unit.

NOTE 8—TAXATION

(a) Taxation in the profit or loss represents:

	From May 8 to December 31,
In Euro	2013
Current tax		(6,796	)
Deferred tax – origination and reversal of temporary differences		(8,965	)
Tax credit		(15,761	)

Pursuant to the tax law in Malta, the statutory income tax rate applicable to the Company in 2013 was 35%.

14

Pursuant to the tax law in Greece, the statutory income tax rate applicable to the Operating Subsidiaries in 2013 was 26%.

(b) Reconciliation between tax expense and accounting loss at applicable tax rate:

	From May 8 to December 31,
In Euro	2013
Loss before taxation		(5,931,158	)
National tax on loss before tax, calculated at the rates applicable to profit or loss in the countries concerned	973,058
Tax losses for which no deferred tax assets was recognized		(657,737	)
Deductible temporary differences not recognized
Non-deductible expenses		(273,756	)
Others		(57,326	)
Total		(15,761	)

No deferred tax assets were recognized in respect of i) tax losses of the Company, Veroia Malta and Veltimo and ii) all deductible temporary differences of Veroia Greece as the directors consider that no sufficient taxable profit would be available for these entities to utilize the tax benefits for these tax losses and deductible temporary difference in the foreseeable future.

(c) Deferred tax assets and liabilities recognized:

The components of deferred tax assets recognized in the balance sheet and the movements during the period are as follows:

In Euro	Property plant and equipment			Special levy *		Others			Total
Balance at May 8, 2013 (date of incorporation)		-			-		-			-
Acquisition of subsidiaries		30,273			457,891		41,711			529,875
Others		2,098			-		-			2,098
Credit/(Charged) to profit or loss		(9,684	)		41,014		(40,295	)		(8,965	)
Balance at December 31, 2013		22,687			498,905		1,416			523,008

* Special levy is deductible for tax purpose over 5 years but was expensed as incurred in the profit or loss when incurred in the consolidated statement of profit or loss and other comprehensive income.

The components of deferred tax liabilities recognized in the balance sheet and the movement during the period are as follows:

In Euro	Fair value adjustment of Veltimo			Fair value adjustment of Jasper			Total
Balance at May 8, 2013 (date of incorporation)		-			-			-
Acquisition of subsidiaries		(3,679,030	)		(359,144	)		(4,038,174	)
Credit/(Charged) to profit or loss		-			-			-
Balance at December 31, 2013		(3,679,030	)		(359,144	)		(4,038,174	)

15

NOTE 9—BORROWINGS

	As of December 31,
In Euro	2013
Unsecured borrowings		64,989,000

The Group’s borrowings at December 31, 2013 represent unsecured loans from a related party (see note 16(b)), which are charged at a fixed annual interest rate of 7.5%. Pursuant to the loan contracts, the entire loans principal are wholly repayable in 2033 but would also become immediately repayable on demand by the lender at any time during the loan period. Accordingly, these borrowings were classified as current liabilities.

NOTE 10—TRADE AND OTHER PAYABLES

	As of December 31,
In Euro	2013
Payables for property, plant and equipment		3,599,349
Accrued interests on borrowings		1,860,043
Other payable and accruals		1,345,617
Total		6,805,009

NOTE 11—REVENUE

	From May 8 to December 31,
In Euro	2013
Sales of electricity		694,176

Revenue represents sales of electricity generated from Photovoltaic park assets owned by the Company. The Group entered into long-term power purchase contracts with Lagie SA in Greece, the sole customer of the Group, for the supply of electricity at the prevailing effective tariff rates determined by the relevant local government authority in Greece. Lagie SA is a state-controlled company in Greece.

On April 7, 2014, Law 4254/2014 (the “Law 4254/2014”) was voted and passed in Greece. Pursuant to the Law 4254/2014, the tariff for sales of electricity by Photovoltaic parks in Greece was reduced by 30%~37.5% effective from January 1, 2013. As of December 31, 2013, management considered the likelihood of a downward adjustment of the tariff for electricity sale of the Group made to the customer and concluded that it was probable such a retrospective adjustment would be imposed by the government authority upon passage of the new law. Accordingly, management has recorded the Group’s revenue for the period from May 8, 2013 (date of incorporation) to December 31, 2013 in the accompanying financial statements based on the adjusted 2013 tariff under the Law 4254/2014.

NOTE 12—FINANCE COSTS

	From May 8 to December 31,
In Euro	2013
Interest expenses on borrowings		1,860,043
Other finance charges		8,255
Finance costs recognized in profit or loss		1,868,298

NOTE 13—FINANCIAL INSTRUMENTS—RISK MANAGEMENT AND FAIR VALUES

The Group’s activities in the normal course expose the Group to credit risk, liquidity risk and interest rate risk.

The Group’s exposure to these risks and the financial risk management policies and practices used by the Group to manage these risks are described below.

16

(a) Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s receivables from customers. Management monitors the exposures to these credit risks on an ongoing basis.

The Group only has one customer, which is Lagie SA. The Group has significant concentration of credit risk on trade and other receivables. Given Lagie SA is a state-controlled company, the management considered that the credit risk is at a low level and the trade receivable amounts are fully recoverable.

The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the consolidated statement of financial position. The Group does not provide any guarantees which would expose the Group to credit risk.

(b) Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. Management’s approach in managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group is one of the subsidiaries of a larger group. The liquidity of the Group is primarily dependent on its ability to maintain adequate cash inflows from operations and obtain adequate finance from or through its holding companies.

As at December 31, 2013, the Group had net current liabilities and net liabilities of approximately Euros 64,482,992 and Euros 5,846,919 respectively. In addition, the Group incurred loss of Euros 5,946,919 during the period. SPI, which has become the parent company following the acquisition of 100% equity interests of the Company on December 1, 2014, has undertaken to provide financial support to the Group to the extent necessarily enabling it to meet its liabilities as and when they fall due prior to December 31, 2015.

The following table detail the remaining contractual maturities at the end of the reporting period of the Group’s financial liabilities, which are based on the contractual undiscounted cash flows (including interest payments computed using contractual rates) and the earliest date the Group can be required to pay:

As of December 31, 2013

	Carrying amount		Contractual undiscounted cash outflow
			Within 1 year		More than 1 year but less than 2 years		More than 2 year but less than 5 years		More than 5 years		Total
Trade and other payables		6,805,009		6,805,009		-		-		-		6,805,009
Borrowings		64,989,000		4,874,175		4,874,175		14,622,525		138,101,625		162,472,500
Other non-current liabilities		3,001		-		-		-		3,001		3,001
Total		71,797,010		11,679,184		4,874,175		14,622,525		138,104,626		169,280,510

The contractual undiscounted cash flows for the Borrowings were prepared based on the contractual instalments payment schedule set in the loan contracts assuming the lender would not exercise its contractual right to request immediate repayment on demand throughout the loan period.

(c) Interest rate risk

The Group’s interest rate risk arises primarily from interest-bearing borrowings. Borrowings issued at variable rates and at fixed rates expose the Group to cash flow interest rate risk, and fair value interest rate risk respectively. The Group normally borrows long term loans which carry fixed rates in order to limit its exposure to interest rate risk.

17

The following table details the interest rate profile of the Group’s borrowings at the end of reporting periods.

	2013
	Effective interest rate			Carrying value
				Euro
Fixed rate instruments:
Borrowings		7.5	%		64,989,000

(d) Fair value measurement

The Group did not hold any financial assets and liabilities carried at fair value as at December 31, 2013.

The carrying amount of the Group’s financial assets and liabilities carried at cost or amortized cost are not materially different from their fair value as at December 31, 2013.

NOTE 14—SHARE CAPITAL

(a)       Movement of share capital

	2013
	Number of Ordinary A Shares		Number of Ordinary B Shares
In issue at May 8, 2013		-		-
Issued for cash		99,999		1
In issue at December 31		99,999		1
Authorized – par value Euros 1		99,999		1

During the period ended December 31, 2013, 99,999 ordinary A shares and 1 ordinary B share were issued at par value to the shareholders of the Company.

The holders of ordinary A shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at general meetings of the Company. All ordinary A shares rank equally with regard to the Company’s residual asset.

The holder of ordinary B share is not entitled to receive dividends and is not entitled to vote at general meetings of the Company. The holder of ordinary B share is also not entitled to any surplus assets of the Company on a winding up but shall have a prior claim over the holders of ordinary A shares for the return of the par value of the ordinary B shares.

 (b) Capital management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern so that it can provide returns for equity holders and benefits for other stakeholders and secure access to finance at a reasonable cost.

NOTE 15—OPERATING LEASE COMMITMENT

At December 31, 2013, total future minimum lease payments under non-cancellable operating leases are payable as follows:

	2013
	Euro
No later than 1 year		544,073
Later than 1 year and no later than 5 years		2,193,093
Later than 5 years		7,971,121
Total		10,708,287

The Group is the lessee in respect of certain pieces of land on which the Group’s Photovoltaic parks are located. These leases are held under operating leases and do not include contingent rentals.

18

NOTE 16—RELATED PARTY TRANSACTIONS

The Group entered into the following material transactions with its related party during the reporting period:

(a) Finance Expenses

	From May 8 to December 31,
In Euro	2013
Immediate holding company:
Sinsin Europe Solar Asset Limited Partnership		1,860,043

The Group had the following balances with its related party at the end of the reporting period:

(b) Borrowings

	As of December 31
In Euro	2013
Immediate holding company:
Sinsin Europe Solar Asset Limited Partnership		64,989,000

(c) Trade and other payables

	As of December 31
In Euro	2013
Inmmediate holding company:
Sinsin Europe Solar Asset Limited Partnership		1,860,043

NOTE 17—IMMEDIATE AND ULTIMATE CONTROLLING PARTY

At December 31, 2013, the director consider the immediate holding company to be Sinsin Europe Solar Asset Limited Partnership, which is incorporated in Cayman Islands, and ultimate holding company to be Xinxing Pipes, which is incorporated in the PRC. Xinxing Pipes produces financial statements in accordance with PRC accounting standards that are available for public use.

On December 1, 2014, SPI acquired all the equity interest of Sinsin Renewable Investment Limited at a total consideration of approximately US$ 126 million (equivalent to approximately Euros 104 million) and becomes the ultimate controlling party of the Company.

NOTE 18—SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The selection of critical accounting policies, the judgements and other uncertainties affecting application of those policies and the sensitivity of reported results to changes in conditions and assumptions are factors to be considered when reviewing the financial statements. The principal accounting policies are set forth in note 3. The Group believes the following critical accounting policies involve the most significant judgements and estimates used in the preparation of the consolidated financial statements.

19

(a) Acquisition accounting

Accounting for acquisitions require the Group to allocate the cost of acquisition to specific assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. In connection with the acquisition of Veltimo and Jasper (see Note 4), the Group has undertaken a process to identify all identifiable assets and liabilities acquired,. Judgements made in identifying all acquired assets, determining the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset’s useful lives, could materially impact the calculation of goodwill and depreciation charges in subsequent periods. Estimated fair values are based on information available near the acquisition date and on expectations and assumptions that have been deemed reasonable by management. Determining the estimated useful lives of tangible assets acquired also requires judgement.

(b) Impairment of goodwill

The Group conducts reviews for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The recoverable amounts have been determined based on value-in-use calculations or fair value less costs to sell. These calculations require the use of judgements and estimates. Management judgement is required in the area of asset impairment particularly in assessing: (i) whether an event has occurred that may indicate that the related asset values may not be recoverable; (ii) whether the carrying value of an asset can be supported by the recoverable amount, being the higher of fair value less costs to sell and net present value of future cash flows which are estimated based upon the continued use of the asset in the business; and (iii) the appropriate key assumptions to be applied in preparing cash flow projections including whether these cash flow projections are discounted using an appropriate rate. Changing the assumptions selected by management in assessing impairment, including the discount rates or the growth rate assumptions in the cash flow projections, could materially affect the net present value used in the impairment test and as a result affect the Group’s financial condition and results of operations.

(c) Impairment of property, plant and equipment

The Group conducts impairment reviews on property, plant and equipment when events of changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment loss is recognized when the carrying amount of an asset is lower than the greater of its fair value less cost to sell or the value in use. In determining the value in use, management assess the present value of the estimated future cash flows expected to arise from the continuing use of the asset and from its disposal at the end of its useful life. Significant estimates and judgements are applied in determining these future cash flows and the discount rate.

(d)Useful lives of property, plant and equipment

The Group’s management determines the estimated useful lives and related depreciation charges for its property, plant and equipment. This estimate is based on the historical experience of the actual useful lives of property, plant and equipment of similar nature and functions. It could change significantly as a result of technical innovations and competitor actions in response to severe industry cycles. Management will increase the depreciation charge where useful lives are less than previously estimated lives, or it will write-off or write-down technically obsolete or non-strategic assets that have been abandoned or sold.

(e)Provision for income taxes

The Group is subject to income taxes in the Greece. Significant judgment is required in determining the provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

Deferred income tax assets relating to temporary differences and tax losses are recognized when management expects it is probable that future taxable profits will be available to utilize against the temporary difference or tax losses. Where the expectations are different from the original estimates, such differences will impact the recognition of deferred income tax assets in the period in which such estimates have been changed.

20

NOTE 19—POSSIBLE IMPACT OF AMENDMENTS, NEW STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE FOR THE ANNUAL ACCOUNTING PERIOD ENDED 31 DECEMBER 2013

Up to the date of issue of these financial statements, the IASB has issued a number of amendments, new standards and interpretations which are not yet effective for the period ended December 31, 2013 and which have not been adopted in these financial statements.

	Effective annual financial periods beginning on or after
Amendments to IFRS 10, IFRS 12 and IAS 27, Investment entities	January 1, 2014
Amendments to IAS 32, Financial instruments: Presentation - Offsetting financial assets and financial liabilities	January 1, 2014
Amendments to IAS 36, Recoverable amount disclosure for non-financial assets	January 1, 2014
Amendments to IAS 39, Novation of derivatives and continuation of hedge accounting	January 1, 2014
IFRIC 21, Levies	January 1, 2014
Amendments to IAS 19, Defined benefit plans: Employee contributions	July 1, 2014
Annual improvements to IFRS 2010-2012 cycle	July 1, 2014
Annual improvements to IFRS 2011-2013 cycle	July 1, 2014
Annual improvements to IFRS 2012-2014 cycle	January 1, 2016
Amendments to IFRS 11, Accounting for acquisitions of interests in joint ventures	January 1, 2016
Amendments to IAS 16 and IAS 38, Clarification of acceptable methods of depreciation and amortization	January 1, 2016
Amendments to IAS 27, Equity method in separate financial statements	January 1, 2016
Amendments to IFRS 10 and IAS 28, Sale or contribution of assets between an investor and its associate or joint venture	January 1, 2016
IFRS 15, Revenue from contracts with customers	January 1, 2017
IFRS 9, Financial Instruments	January 1, 2018

Management has made an initial assessment of what the impact of these amendments and new standards is expected to be in the period of initial application and has so far concluded that the adoption of them is unlikely to have a significant impact on the Group’s results of operations and financial position.

NOTE 20- SUBSEQUENT EVENT

In addition to those subsequent events disclosed in note 11 and note 17, the following event has taken place after December 31, 2013.

The Group’s revenue is subject to a special levy under the law of 4093/2012 pronounced in November 12, 2012 (the “Law 4093/2012”). Pursuant to the Law 4093/2012, the special levy would be charged for a period of 2 years starting from July 1, 2012. Pursuant to the Law of 4254/2014 voted and passed on April 7, 2014, the special levy under the Law 4093/2012 would no longer be charged from April 2014 onwards.

 21

EX-99

Exhibit 99.2

PHOTOVOLTAIKA PARKA VERIOA I ANONYMI ETAIREIA

FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND 2012

INDEX TO FINANCIAL STATEMENTS
Report of Independent Auditors	2
Statements of Profit or Loss and Other Comprehensive Income	3
Balance Sheets	4
Statements of Changes in Equity	5
Statements of Cash Flows	6
Notes to the Financial Statements	7

1

Independent Auditors’ Report

The Board of Directors

Photovoltaika Parka Verioa I Anonymi Etaireia: 

We have audited the accompanying balance sheets of Photovoltaika Parka Verioa I Anonymi Etaireia (the “Company”) as of December 31, 2013 and 2012, and the related statements of profit or loss and other comprehensive income, changes in equity, and cash flows for the year ended December 31, 2013 and the period from February 15, 2012 (date of incorporation) to December 31, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2013 and 2012, and the results of its operations and its cash flows for the year ended December 31, 2013 and the period from February 15, 2012 (date of incorporation) to December 31, 2012, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

/s/ KPMG Huazhen (SGP)
Shanghai, China

February 13, 2015

2

STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED DECEMBER 31, 2013 AND THE PERIOD FROM FEBRUARY 15, 2012 (DATE OF INCORPORATION) to DECEMBER 31, 2012

	Year ended December 31			Period ended December 31
In Euro	2013			2012
Revenues (note 10)		188,723			-
Cost of sales		(289,662	)		-
Gross loss		(100,939	)		-
Other income		38,299			-
Administrative expenses		(46,956	)		(6,022	)
Impairment loss on property, plant and equipment (note 6)		(670,955	)		-
Other expenses		(47,069	)		(65	)
Operating loss		(827,620	)		(6,087	)
Finance costs (note 11)		(240,113	)		(82	)
Loss before income taxes		(1,067,733	)		(6,169	)
Income taxes (expense)/credit (note 7)		(8,400	)		1,604
Loss for the year/period		(1,076,133	)		(4,565	)
Other comprehensive income for the year/period		-			-
Total comprehensive income for the year/period		(1,076,133	)		(4,565	)

The accompanying notes are an integral part of these financial statements.

3

BALANCE SHEETS AS OF DECEMBER 31, 2013 AND 2012

	As of December 31			As of December 31
In Euro	2013			2012
ASSETS:
Property, plant and equipment (note 6)		14,593,000			-
Other non-current assets		3,305			-
Deferred tax assets (note 7(c))		-			1,604
TOTAL NON-CURRENT ASSETS		14,596,305			1,604
CURRENT ASSETS:
Trade and other receivables (note 5)		658,658			36,962
Cash and cash equivalents (note 4)		1,725,206			18,970
TOTAL CURRENT ASSETS		2,383,864			55,932
TOTAL ASSETS		16,980,169			57,536
LIABILITIES AND EQUITY:
CURRENT LIABILITIES:
Income tax payables		42,915			93
Borrowings (note 8)		265,082			-
Trade and other payables (note 9)		1,834,252			2,008
TOTAL CURRENT LIABILITIES		2,142,249			2,101
NON-CURRENT LIABILITIES:
Borrowings (note 8)		11,865,618			-
Other long term liabilities		3,000			-
TOTAL NON-CURRENT LIABILITIES		11,868,618			-
TOTAL LIABILITIES		14,010,867			2,101
EQUITY:
Share Capital (note 13)		459,000			60,000
Share premium		3,591,000			-
Accumulated losses		(1,080,698	)		(4,565	)
TOTAL EQUITY		2,969,302			55,435
TOTAL LIABILITIES AND EQUITY		16,980,169			57,536

The accompanying notes are an integral part of these financial statements.

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STATEMENTS OF CHANGES IN EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2013 AND THE PERIOD FROM FEBRUARY 15, 2012 (DATE OF INCORPORATION) to DECEMBER 31, 2012

In Euro	Share Capital		Share premium		Accumulated Losses			Total
Balance at February 15, 2012 (date of incorporation)		-		-		-			-
Changes in equity for the period
Loss for the period		-		-		(4,565	)		(4,565	)
Other comprehensive income		-		-		-			-
Total comprehensive income		-		-		(4,565	)		(4,565	)
Issuance of shares		60,000		-		-			60,000
Balance at December 31, 2012		60,000		-		(4,565	)		55,435
Balance at January 1, 2013		60,000		-		(4,565	)		55,435
Changes in equity for the year
Loss for the year		-		-		(1,076,133	)		(1,076,133	)
Other comprehensive income		-		-		-			-
Total comprehensive income		-		-		(1,076,133	)		(1,076,133	)
Issuance of shares		399,000		3,591,000		-			3,990,000
Balance at December 31, 2013		459,000		3,591,000		(1,080,698	)		2,969,302

The accompanying notes are an integral part of these financial statements.

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STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2013 AND THE PERIOD FROM FEBRUARY 15, 2012 (DATE OF INCORPORATION) to DECEMBER 31, 2012

	Year ended December 31			Period ended December 31
In Euro	2013			2012
Cash flows from operating activities
Loss before taxation		(1,067,733	)		(6,169	)
Adjustments for:
Depreciation		109,877			-
Impairment losses on property, plant and equipment		670,955			-
Finance costs		240,113			82
		(46,788	)		(6,087	)
Changes in:
Trade and other receivables		(625,001	)		(36,962	)
Trade and other payables		55,129			2,101
Cash used in operating activities		(616,660	)		(40,948	)
Tax paid		-			-
Net cash used in operating activities		(616,660	)		(40,948	)
Cash flows from investing activities
Purchase of property, plant and equipment		(13,797,804	)		-
Net cash used in investing activities		(13,797,804	)		-
Cash flows from financing activities
Issuance of shares		3,990,000			60,000
Proceeds from borrowings		12,130,700			-
Finance costs paid		-			(82	)
Net cash from financing activities		16,120,700			59,918
Net increase in cash and cash equivalents		1,706,236			18,970
Cash and cash equivalents at beginning of the year/period		18,970			-
Cash and cash equivalents at end of the year/period		1,725,206			18,970

The accompanying notes are an integral part of these financial statements.

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NOTE 1— REPORTING ENTITY

Photovoltaika Parka Verioa I Anonymi Etaireia (the “Company”) is principally engaged in the development, investment and operation of Photovoltaica Park.

The Company was incorporated on February 15, 2012. The address of its registered office is AGIAS BARBARAS 35, 15231 CHALANDRI. At December 31, 2013, all equity interests of the Company were indirectly held by Sinsin Renewable Investment Limited (“Sinsin Renewable”), which was a subsidiary of Xinxing Pipes Ductile Iron Pipes Co., Ltd (“Xinxing Pipes”). On December 1, 2014, all equity interests of the Sinsin Renewable were acquired by Solar Power, Inc. (“SPI”), an entity whose common stock is traded on the Over the Counter Bulletin Board in the United States.

The accompanying financial statements were authorized for issue by the Board of Directors of the Company on February 13, 2015.

NOTE 2— BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The accompanying financial statements of the Company have been prepared in accordance with all applicable International Financial Reporting Standards (“IFRSs”), which collective term includes all applicable individual International Financial Reporting Standards, International Accounting Standards (“IASs”) and Interpretations issued by the International Accounting Standards Board (“IASB”).

These are the Company’s first set of financial statements prepared in accordance with IFRSs and IFRS 1, “First Time Adoption of International Financial Reporting Standards”, has been applied. For local statutory filings in Greece, the Company has prepared its annual financial statements in accordance with generally accepted accounting principles in Greece (“Greece GAAP”) or “Previous GAAP”, as defined in IFRS1, since its date of incorporation on February 15, 2012.

The accounting policies set out in note 3 have been applied in preparing the financial statements for the year ended December 31, 2013 and the comparative information presented in these financial statements for the period from date of incorporation of February 15, 2012 to December 31, 2012.

The financial statements have been prepared under the historical cost convention.

The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 17. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Company’s ability to operate profitably, to generate cash flows from operations, and to pursue financing arrangements to support its working capital requirements.

NOTE 3—SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these financial statements are set out below. 

3.1     CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of cash on hand and cash at banks with maturities of three months or less from the acquisition date that are subject to an insignificant risk of changes in their fair value, and are used by the Company in the management of its short-term commitments.

3.2     TRADE AND OTHER RECEIVABLES

Trade and other receivables are initially recognized at fair value and thereafter stated at amortized cost using the effective interest method, less allowance for impairment of doubtful debts (see note 3.5(b)), except where the receivables are interest-free loans made to related parties without any fixed repayment terms or the effect of discounting would be immaterial. In such cases, the receivables are stated at cost less allowance for impairment of doubtful debts.

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3.3     FOREIGN CURRENCY TRANSACTIONS

The Company’s financial statements are presented in Euros, which is the functional currency of the Company.

Transactions denominated in foreign currencies are translated to the functional currency of the Company at the foreign exchange rates ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the foreign exchange rates ruling at the balance sheet date. Exchange gains and losses are recognized in profit or loss.

3.4     PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at historical cost less accumulated depreciation and impairment losses (see note 3.5(a)).

Cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to the profit or loss as incurred. Subsequent costs are depreciated over the remaining useful life of the related asset.

Depreciation is calculated using the straight-line method to allocate the cost of the assets to their residual values over their estimated useful lives as follows:

Description	Useful life (in years)
Photovoltaic park assets		25
Fixtures and equipment		1-5

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date.

An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Gains and losses on disposals are determined by comparing proceeds with carrying amount and are included in operating profit. Interest costs on borrowings specifically used to finance the construction of property, plant and equipment are capitalized during the construction period if recognition criteria are met.

3.5     IMPAIRMENT OF ASSETS

(a)     Impairment of Property, Plant and Equipment

Property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflect current market assessments of the time value of money and the risks specific to the assets. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are independently identifiable cash flows (cash-generating units). Impairment loss is reversed if there has been a favorable change in the estimates used in determining the recoverable amount. A reversal in impairment loss is limited to the asset’s carrying amount that would have been determined had no impairment loss been recognized in prior years. Reversals of impairment losses are credited to profit or loss in the year in which the reversals are recognized.

(b)     Impairment of Trade and Other Receivables

The Company assesses at the end of each reporting period whether there is objective evidence that trade and other receivable stated at amortized costs is impaired. Trade and other receivables is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the receivables (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the receivables that can be reliably estimated. The criteria that the Company uses to determine that there is objective evidence of an impairment loss include:

● significant financial difficulty of the debtor;

8

● a breach of contract, such as a default or delinquency in interest or principal payments;

● significant changes in the market, economic or legal environment that have an adverse effect on the debtor.

For trade and other receivables, the impairment loss is measured as the difference between the receivables’ carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate, when the effect of discounting is material. The assessment is made collectively when the receivables share similar risk characteristics, such as similar past due status, and have not been individually assessed as impaired. The carrying amount of the receivables is reduced through the use of an allowance account when their recoverability are considered doubtful but not remote, and the amount of the loss is recognized in the profit or loss. When an amount of receivables is uncollectible, it is written off against the allowance account for receivables. Subsequent recoveries of amounts previously written off are credited to the profit or loss.

3.6     TAXATION

The tax expense for the period comprises current and deferred tax. Tax is recognized in the profit or loss, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in Greece. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is recognized, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized.

Deferred income tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

3.7     TRADE AND OTHER PAYABLES

Trade and other payables are recognized initially at fair value and subsequently measured at amortized cost unless the effect of discounting would be immaterial, in which case they are stated at cost.

3.8     INTEREST-BEARING BORROWINGS

Interest-bearing borrowings are recognized initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortized cost with any difference between the amount initially recognized and redemption value being recognized in the profit or loss over the period of the borrowings, together with any interest and fees payable, using the effective interest method.

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3.9     PROVISION AND CONTINGENCIES

Provisions are recognized for other liabilities of uncertain timing or amount when the Company has a legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made. Where the time value of money is material, provisions are stated at the present value of the expenditure expected to settle the obligation.

Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.

3.10     REVENUE

Revenue is measured at the fair value of the consideration received or receivable. Provided it is probable that the economic benefits will flow to the Company and the revenue and costs, if applicable, can be measured reliably, revenue is recognized in profit or loss as follows.

(a) Sales of Electricity

Revenue from the sales of electricity is recognized when electricity has been delivered on grid and is measured based on the tariff rates determined by the relevant local government authority.

3.11     RELATED PARTY

a) A person, or a close member of that person’s family, is related to the Company if that person: 

i) has control or joint control over the Company;

ii) has significant influence over the Company; or

iii) is a member of the key management personnel of the Company or the Company’s parent or ultimate controlling shareholders.

b) An entity is related to the Company if any of the following conditions applies:

i) The entity and the Company are members of the same group;

ii) One entity is an associate or joint venture of the other entity (or an associate of joint venture of a member of a group of with the other entity is a member);

iii) Both entities are joint ventures of the same third party;

iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity;

v) The entity is a post-employment benefit plan for the benefit of employees of the Company or an entity related to the Company;

vi) The entity is controlled or jointly controlled by a person identified in (a);

vii) A person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity);

Close members of the family of a person are those family members who may be expected to influence, or be influenced by, that person in their dealings with the entity.

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NOTE 4—CASH AND CASH EQUIVALENTS

	As of December 31		As of December 31
In Euro	2013		2012
Cash at banks		1,725,206		18,970
Total		1,725,206		18,970

NOTE 5—TRADE AND OTHER RECEIVABLES

	As of December 31		As of December 31
In Euro	2013		2012
Trade receivables		48,940		-
Value added tax recoverable		520,270		263
Prepayment and other receivables		89,448		36,699
Total		658,658		36,962

Trade receivable represent amount due from Lagie SA for the sales of electricity. Credit period of one month is normally granted to the customer. All trade receivables balances have been settled.

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NOTE 6—PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are summarized as follows:

In Euro	Photovoltaic park assets			Construction in progress			Fixtures and equipment			Total
Cost:
Balance at February 15, 2012		-			-						-
Additions		-			-						-
Transfer from Construction in progress		-			-						-
Balance at December 31, 2012		-			-						-
Balance at January 1, 2013		-			-						-
Additions		-			15,361,699			12,133			15,373,832
Transfer from Construction in progress		15,361,699			(15,361,699	)		-			-
Balance at December 31, 2013		15,361,699			-			12,133			15,373,832
Accumulated depreciation and impairment losses:
Balance at February 15, 2012		-			-						-
Depreciation for the period		-			-						-
Balance at December 31, 2012		-			-						-
Balance at January 1, 2013		-			-						-
Depreciation for the year		(97,745	)		-			(12,132	)		(109,877	)
Impairment losses for the year		(670,955	)					-			(670,955	)
Balance at December 31, 2013	(768,700		)					(12,132	)		(780,832	)
Net book value
At December 31, 2012		-			-			-			-
At December 31, 2013		14,592,999			-			1			14,593,000

Photovoltaic park assets primarily included costs of acquiring permits, construction fees of the park, costs of items installed in the park including solar panels, and other costs incurred that are directly attributable to getting the park ready for its intended use of grid connection with customer for supply of electricity.

Due to the excessive actual costs incurred for the construction of the Photovoltaic Park as compared to other Photovoltaic Park with similar capacity and the reduction in tariff rate for the sales of electricity as pronounced by the Greek government in April 2014 (see note 19), the Company assessed the recoverable amount of the Photovoltaic Park assets. Based on the assessment, the carrying value of the Photovoltaic Park assets exceeds its recoverable as at December 31, 2013 and an impairment loss of Euro 670,955 was recognised in respect of the Photovoltaic Park assets. The recoverable amount is determined based on value-in-use calculations. These calculations use cash flow projections with the cash flows discounted using a discount rate of 10%. The discount rate used is pre-tax and reflected specific risks relating to the relevant cash-generating unit.

NOTE 7—TAXATION

(a) Taxation in the profit or loss represents:

	Year ended December 31			Period ended December 31
In Euro	2013			2012
Current tax		(6,796	)		-
Deferred tax – origination and reversal of temporary differences		(1,604	)		1,604
Tax credit		(8,400	)		1,604

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On January 11, 2013, the Parliament of Greece enacted a new tax law-4110/2013 “Income Tax Provisions, Issues Related to the Authorities of the Ministry of Finance And other Regulations” (the “New Tax Law”). Under the New Tax Law, the income tax rate for entities incorporated in Greece changed from 20% to 26% effective for the statutory year ended from August 31, 2013 and thereafter. Therefore, the applicable income tax rate of the Company changed from 20% for the year ended December 31, 2012 to 26% for the year ended December 31, 2013.

(b) Reconciliation between tax credit and accounting loss at applicable tax rate:

	Year ended December 31			Period ended December 31
In Euro	2013			2012
Loss before taxation		(1,067,733	)		(6,169	)
Notional tax on loss before tax, calculated at the statutory tax rate of 26% (2012: 20%)		277,611			1,234
Non-deductible expenses		(12,255	)		-
Deductible temporary differences not recognised *		(273,756	)
Others		-			370
Total		(8,400	)		1,604

* The Company has not recognised deferred tax assets in respect of deductible temporary difference as it is not probable that future taxable profits against which the temporary difference can be utilized will be available in the Company.

(c) Deferred tax assets and liabilities recognized:

The components of deferred tax assets recognized in the balance sheet and the movements during the year/period are as follows:

In Euro	Others			Total
Balance at February 15, 2012		-			-
Credit/(Charged) to profit or loss		1,604			1,604
Balance at December 31, 2012		1,604			1,604
Balance at January 1, 2013		1,604			1,604
Credit/(Charged) to profit or loss		(1,604	)		(1,604	)
Balance at December 31, 2013		-			-

NOTE 8—BORROWINGS

	As of December 31			As of December 31
In Euro	2013			2012
Total borrowings		12,130,700			-
Less-current portion of borrowings payable within one year		(265,082	)		-
Borrowings – non-current portion		11,865,618			-

13

The Company’s borrowings at December 31, 2013 represent unsecured loans from related parties (see note 15(b)), which are charged at a fixed annual interest rate of 8% and is repayable by instalments with the last instalments due on December 31, 2033.

NOTE 9—TRADE AND OTHER PAYABLES

	As of December 31		As of December 31
In Euro	2013		2012
Payables for property, plants and equipment		1,576,028		-
Accrued interest on borrowings		240,113		-
Other payables and accruals		18,111		2,008
Total		1,834,252		2,008

NOTE 10—REVENUE

	Year ended December 31		Period ended December 31
In Euro	2013		2012
Sales of electricity		188,723		-

Revenue represents sales of electricity generated from Photovoltaic Park assets owned by the Company. The Company entered into long-term power purchase contract with Lagie SA in Greece, the sole customer of the Company, for the supply of electricity at the prevailing effective tariff rate determined by the relevant local government authority in Greece. Lagie SA is a state-controlled company in Greece.

On April 7, 2014, Law 4254/2014 (the “Law 4254/2014”) was voted and passed in Greece. Pursuant to the Law 4254/2014, the tariff for sales of electricity by Photovoltaic Parks in Greece was reduced by 30%~37.5% effective from January 1, 2013. As of December 31, 2013, management considered the likelihood of a downward adjustment of the tariff for electricity sale of the Company made to the customer and concluded that it was probable such a retrospective adjustment would be imposed by the government authority upon passage of the new law. Accordingly, management has recorded the Company’s revenue for the year ended December 31, 2013 in the accompanying financial statements based on the adjusted 2013 tariff rate under the Law 4254/2014.

NOTE 11—FINANCE COSTS

	Year ended December 31		Period ended December 31
In Euro	2013		2012
Interest expenses on borrowings		240,113		-
Other finance charges		-		82
Finance costs recognized in profit or loss		240,113		82

NOTE 12—FINANCIAL INSTRUMENTS—RISK MANAGEMENT AND FAIR VALUES

The Company’s activities in the normal course expose the Company to credit risk, liquidity risk and interest rate risk.

The Company’s exposure to these risks and the financial risk management policies and practices used by the Company to manage these risks are described below.

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(a) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers. Management monitors the exposures to these credit risks on an ongoing basis.

The company only has one customer, which is Lagie SA. The Company has significant concentration of credit risk on trade and other receivables. Given Lagie SA is a state-controlled company, the management considered that the credit risk is at a low level and the trade receivable amounts are fully recoverable.

The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the statement of financial position. The Company does not provide any guarantees which would expose the Company to credit risk.

(b) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. Management’s approach in managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. The Company is one of the subsidiaries of a larger group. The liquidity of the Company is primarily dependent on its ability to maintain adequate cash inflows from operations and obtain adequate finance from or through its holding companies.

As at December 31, 2013, the Company had net current assets of approximately Euros 241,615 (2012: Euros 53,831)

The following table detail the remaining contractual maturities at the end of the reporting period of the Company’s financial liabilities, which are based on the contractual undiscounted cash flows (including interest payments computed using contractual rates) and the earliest date the Company can be required to pay:

As of December 31, 2012

	Carrying amount		Contractual undiscounted cash outflow
			Within 1 year		More than 1 year but less than 2 years		More than 2 year but less than 5 years		Total
Trade and other payables		2,008		2,008		-		-		2,008
Total		2,008		2,008		-		-		2,008

As of December 31, 2013

	Carrying amount		Contractual undiscounted cash outflow
			Within 1 year		More than 1 year but less than 2 years		More than 2 year but less than 5 years		More than 5 years		Total
Trade and other payables		1,834,252		1,834,252		-		-		-		1,834,252
Borrowings		12,130,700		1,235,538		1,235,538		3,706,614		18,533,070		24,710,760
Other long term liabilities		3,000		-		-		-		3,000		3,000
Total		13,967,952		3,069,790		1,235,538		3,706,614		18,536,070		26,548,012

(c) Interest rate risk

The Company’s interest rate risk arises primarily from interest-bearing borrowings. Borrowings issued at variable rates and at fixed rates expose the Company to cash flow interest rate risk, and fair value interest rate risk respectively. The Company normally borrows long term loans which carry fixed rates in order to limit its exposure to interest rate risk.

15

The following table details the interest rate profile of the Company’s borrowings at the end of reporting periods.

	2013					2012
	Effective interest rate			Carrying value		Effective interest rate		Carrying value
				Euro				Euro
Fixed rate instruments:
Borrowings		8	%		12,130,700		-		-

(d) Fair value measurement

The Company did not hold any financial assets and liabilities carried at fair value as at December 31, 2013 and 2012.

The carrying amount of the Company’s financial assets and liabilities carried at cost or amortized cost are not materially different from their fair value as at December 31, 2013 and 2012.

NOTE 13—SHARE CAPITAL

（a） Movement of share capital

	2013		2012
	Number of Shares		Number of Shares
In issue at January 1		600		-
Issued for cash		3,990		600
In issue at December 31		4,590		600
Authorized – par value Euros 100		4,590		600

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at general meetings of the Company. All ordinary shares rank equally with regard to the Company’s residual asset.

During the year ended December 31, 2012, 600 ordinary shares were issued at a consideration of Euro 100 per share to the prevailing shareholder of the Company.

During the year ended December 31, 2013, 3,990 ordinary shares were issued at a consideration of Euro 1,000 per share to the prevailing shareholder of the Company.

(b) Capital management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern so that it can provide returns for equity holders and benefits for other stakeholders and secure access to finance at a reasonable cost.

NOTE 14—OPERATING LEASE COMMITMENT

At December 31, 2013 and 2012, total future minimum lease payments under non-cancellable operating leases are payable as follows:

	2013		2012
	Euro		Euro
No later than 1 year		78,293		65,393
Later than 1 year and no later than 5 years		316,773		315,874
Later than 5 years		1,058,287		1,137,481
Total		1,453,353		1,518,748

The Company is the lessee in respect of the land on which the Photovoltaic Park is located. The lease is held under operating leases and does not include contingent rentals.

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NOTE 15—RELATED PARTY TRANSACTIONS

Names of related parties	Relationship with the Company
Sinsin Renewable	Intermediate holding company
PHOTOVOLTAICA PARKA VEROIA 1 MALTA LIMITED (“VEROIA MALTA”)	Immediate holding company

The Company entered into the following material transactions with its related parties during the reporting period:

(a) FINANCE COSTS

	Year ended December 31		Period ended December 31
In Euro	2013		2012
Sinsin Renewable		236,261		-
VEROIA MALTA		3,852		-
Total		240,113		-

The Company had the following balances with its related parties at the end of the reporting period:

(b) BORROWINGS

	As of December 31		As of December 31
In Euro	2013		2012
Sinsin Renewable		10,917,630		-
VEROIA MALTA		1,213,070		-
Total		12,130,700		-

(c) TRADE AND OTHER PAYABLES

	As of December 31		As of December 31
In Euro	2013		2012
Sinsin Renewable		236,261		-
VEROIA MALTA		3,852		-
Total		240,113		-

NOTE 16—IMMEDIATE AND ULTIMATE CONTROLLING PARTY

At December 31, 2013, the directors considered the immediate holding company to be VELTIMO MALTA, which is incorporated in Cyprus and wholly owned by Sinsin Renewable, and ultimate holding company to be XINXING PIPES, which is incorporated in the PRC. XINXING PIPES produces financial statements in accordance with PRC accounting standards that are available for public use.

On December 1, 2014, SPI acquired all the equity interests of Sinsin Renewable and becomes the ultimate controlling party of the Company.

17

NOTE 17—SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The selection of critical accounting policies, the judgments and other uncertainties affecting application of those policies and the sensitivity of reported results to changes in conditions and assumptions are factors to be considered when reviewing the financial statements. The principal accounting policies are set forth in note 3. The Company believes the following critical accounting policies involve the most significant judgments and estimates used in the preparation of the financial statements.

(a) Impairment of property, plant and equipment

The Company conducts impairment reviews on property, plant and equipment when events of changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment loss is recognized when the carrying amount of an asset is lower than the greater of its net selling price or the value in use. In determining the value in use, management assess the present value of the estimated future cash flows expected to arise from the continuing use of the asset and from its disposal at the end of its useful life. Significant estimates and judgments are applied in determining these future cash flows and the discount rate.

(b)Useful lives of property, plant and equipment

The Company’s management determines the estimated useful lives and related depreciation charges for its property, plant and equipment. This estimate is based on the historical experience of the actual useful lives of property, plant and equipment of similar nature and functions. It could change significantly as a result of technical innovations and competitor actions in response to severe industry cycles. Management will increase the depreciation charge where useful lives are less than previously estimated lives, or it will write-off or write-down technically obsolete or non-strategic assets that have been abandoned or sold.

(c)Provision for income taxes

The Company is subject to income taxes in the Greece. Significant judgment is required in determining the provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

Deferred income tax assets relating to temporary differences and tax losses are recognized when management expects it is probable that future taxable profits will be available to utilize against the temporary difference or tax losses. Where the expectations are different from the original estimates, such differences will impact the recognition of deferred income tax assets in the period in which such estimates have been changed.

NOTE 18- POSSIBLE IMPACT OF AMENDMENTS, NEW STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE FOR THE ANNUAL ACCOUNTING PERIOD ENDED 31 DECEMBER 2013

Up to the date of issue of these financial statements, the IASB has issued a number of amendments, new standards and interpretations which are not yet effective for the year ended December 31, 2013 and which have not been adopted in these financial statements.

	Effective annual financial periods beginning on or after
Amendments to IFRS 10, IFRS 12 and IAS 27, Investment entities	January 1, 2014
Amendments to IAS 32, Financial instruments: Presentation - Offsetting financial assets and financial liabilities	January 1, 2014
Amendments to IAS 36, Recoverable amount disclosure for non-financial assets	January 1, 2014
Amendments to IAS 39, Novation of derivatives and continuation of hedge accounting	January 1, 2014
IFRIC 21, Levies	January 1, 2014
Amendments to IAS 19, Defined benefit plans: Employee contributions	July 1, 2014
Annual improvements to IFRS 2010-2012 cycle	July 1, 2014
Annual improvements to IFRS 2011-2013 cycle	July 1, 2014
Annual improvements to IFRS 2012-2014 cycle	January 1, 2016
Amendments to IFRS 11, Accounting for acquisitions of interests in joint ventures	January 1, 2016
Amendments to IAS 16 and IAS 38, Clarification of acceptable methods of depreciation and amortization	January 1, 2016
Amendments to IAS 27, Equity method in separate financial statements	January 1, 2016
Amendments to IFRS 10 and IAS 28, Sale or contribution of assets between an investor and its associate or joint venture	January 1, 2016
IFRS 15, Revenue from contracts with customers	January 1, 2017
IFRS 9, Financial Instruments	January 1, 2018

18

Management has made an initial assessment of what the impact of these amendments and new standards is expected to be in the period of initial application and has so far concluded that the adoption of them is unlikely to have a significant impact on the Company’s results of operations and financial position.

NOTE 19- SUBSEQUENT EVENT

In addition to those subsequent events disclosed in note 10 and note 16, the following event has taken place after December 31, 2013.

The Company’s revenue is subject to a special levy under the law of 4093/2012 pronounced in November 12, 2012 (the “Law 4093/2012”). Pursuant to the Law 4093/2012, the special levy would be charged for a period of 2 years starting from July 1, 2012. Pursuant to the Law of 4254/2014 voted and passed on April 7, 2014, the special levy under the Law 4093/2012 would no longer be charged from April 2014 onwards.

19

EX-99

Exhibit 99.3

JASPER PV MAKEDONIA PRODUCTION OF ENERGIAKI S.A. 

FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND 2012

INDEX TO FINANCIAL STATEMENTS
Report of Independent Auditors	2
Statements of Profit or Loss and Other Comprehensive Income	3
Balance Sheets	4
Statements of Changes in Equity	5
Statements of Cash Flows	6
Notes to the Financial Statements	7

1

Independent Auditors’ Report

The Board of Directors

Jasper PV Makedonia Production of Energiaki S.A.:

We have audited the accompanying balance sheets of Jasper PV Makedonia Production of Energiaki S.A. (the “Company”) as of December 31, 2013 and 2012, and the related statements of profit or loss and other comprehensive income, changes in equity, and cash flows for the year ended December 31, 2013 and the period from April 10, 2012 (date of incorporation) to December 31, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2013 and 2012, and the results of its operations and its cash flows for the year ended December 31, 2013 and the period from April 10, 2012 (date of incorporation) to December 31, 2012, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

/s/ KPMG Huazhen (SGP)
Shanghai, China

February 13, 2015

2

STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED DECEMBER 31, 2013 AND

PERIOD FROM APRIL 10, 2012 (DATE OF INCORPORATION) TO DECEMBER 31, 2012

	Year ended December 31			Period ended December 31
In Euro	2013			2012
Revenues (note 10)		1,120,013			-
Cost of sales		(598,697	)		-
Gross profit		521,316			-
Other income		-			-
Administrative expenses		(247,054	)		(15,080	)
Other expenses (note 15(b))		(510,084	)		-
Operating loss		(235,822	)		(15,080	)
Finance costs (note 11)		(88,096	)		-
Loss before income taxes		(323,918	)		(15,080	)
Income taxes (expense) / credit (note 7)		(48,404	)		3,921
Loss for the year/period		(372,322	)		(11,159	)
Other comprehensive income for the year/period		-			-
Total comprehensive income for the year/period		(372,322	)		(11,159	)

The accompanying notes are an integral part of these financial statements.

3

BALANCE SHEETS AS OF DECEMBER 31, 2013 AND 2012

	As of December 31
In Euro	2013			2012
ASSETS:
Property, plant and equipment (note 6)		4,906,195			4,605,905
Other long term assets		5,500			4,500
Deferred tax assets (note 7(c))		51,613			3,921
TOTAL NON-CURRENT ASSETS		4,963,308			4,614,326
CURRENT ASSETS:
Trade and other receivables (note 5)		517,608			215,900
Cash and cash equivalents (note 4)		428,958			26
TOTAL CURRENT ASSETS		946,566			215,926
TOTAL ASSETS		5,909,874			4,830,252
LIABILITIES AND EQUITY:
CURRENT LIABILITIES:
Income tax payables		96,353			-
Trade and other payables (note 9)		837,002			4,676,411
TOTAL CURRENT LIABILITIES		933,355			4,676,411
NON-CURRENT LIABILITIES:
Borrowings (note 8)		3,912,500			105,000
TOTAL NON-CURRENT LIABILITIES		3,912,500			105,000
TOTAL LIABILITIES		4,845,855			4,781,411
EQUITY:
Share capital (note 13)		198,750			60,000
Share premium		1,248,750			-
Accumulated losses		(383,481	)		(11,159	)
TOTAL EQUITY		1,064,019			48,841
TOTAL LIABILITIES AND EQUITY		5,909,874			4,830,252

The accompanying notes are an integral part of these financial statements.

4

STATEMENTS OF CHANGES IN EQUITY

FOR THE YEAR ENDED DECEMBER 31, 2013 AND

PERIOD FROM APRIL 10, 2012 (DATE OF INCORPORATION) TO DECEMBER 31, 2012

In Euro	Share capital		Share premium		Accumulated losses			Total
Balance at April 10, 2012 (date of incorporation)		-		-		-			-
Changes in equity for the period
Loss for the period		-		-		(11,159	)		(11,159	)
Other comprehensive income		-		-		-			-
Total comprehensive income		-		-		(11,159	)		(11,159	)
Issuance of shares		60,000		-		-			60,000
Balance at December 31, 2012		60,000		-		(11,159	)		48,841
Balance at January 1, 2013		60,000		-		(11,159	)		48,841
Changes in equity for the year
Loss for the year						(372,322	)		(372,322	)
Other comprehensive income		-		-		-			-
Total comprehensive income		-		-		(372,322	)		(372,322	)
Issuance of shares		138,750		1,248,750		-			1,387,500
Balance at December 31, 2013		198,750		1,248,750		(383,481	)		1,064,019

The accompanying notes are an integral part of these financial statements.

5

STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2013 AND

PERIOD FROM APRIL 10, 2012 (DATE OF INCORPORATION) TO DECEMBER 31, 2012

	Year ended December 31			Period ended December 31
In Euro	2013			2012
Cash flows from operating activities
Loss before taxation		(323,918	)		(15,080	)
Adjustments for:
Depreciation		198,551			-
Finance costs		88,096			-
Tax expenses		-			-
Changes in:
Trade and other receivables		(302,708	)		(220,400	)
Trade and other payables		6,806			176,411
Cash generated from/ (used in) operating activities		(333,173	)		(59,069	)
Tax paid		-			-
Net cash generated from/ (used in) operating activities		(333,173	)		(59,069	)
Cash flows from investing activities
Purchase of property, plant and equipment		(4,429,130	)		(105,905	)
Net cash used in investing activities		(4,429,130	)		(105,905	)
Cash flows from financing activities
Issuance of shares		1,387,500			60,000
Proceeds from borrowings		3,912,500			105,000
Payments of borrowings		(105,000	)		-
Interest paid		(3,765	)		-
Net cash from financing activities		5,191,235			165,000
Net increase in cash and cash equivalents		428,932			26
Cash and cash equivalents at beginning of the year/period		26			-
Cash and cash equivalents at end of the year/period		428,958			26

The accompanying notes are an integral part of these financial statements.

6

NOTE 1— REPORTING ENTITY

Jasper PV Makedonia Production of Energiaki S.A. (the “Company”) is principally engaged in the development, investment and operation of Photovoltaica Park.

The Company was incorporated on April 10, 2012. The address of its registered office is 6, Charilaou Trikoupi str.., 18536-Piraeus. At 31 December, 2013, all equity interests of the Company were directly held by Sinsin Renewable Investment Limited (“Sinsin Renewable”), which was a subsidiary of Xinxing Pipes Ductile Iron Pipes Co., Ltd (“Xinxing Pipes”). On December 1, 2014, all equity interests of the Sinsin Renewable were acquired by Solar Power, Inc. (“SPI”), an entity whose common stock is traded on the Over the Counter Bulletin Board in the United States.

The accompanying financial statements were authorized for issue by the Board of Directors of the Company on February 13, 2015.

NOTE 2— BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The accompanying financial statements of the Company have been prepared in accordance with all applicable International Financial Reporting Standards (“IFRSs”), which collective term includes all applicable individual International Financial Reporting Standards, International Accounting Standards (“IASs”) and Interpretations issued by the International Accounting Standards Board (“IASB”).

The accounting policies set out in note 3 have been applied in preparing the financial statements for the year ended December 31, 2013 and the comparative information presented in these financial statements for the period from date of incorporation of April 10, 2012 to December 31, 2012.

The financial statements have been prepared under the historical cost convention.

The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 17. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Company’s ability to operate profitably, to generate cash flows from operations, and to pursue financing arrangements to support its working capital requirements.

NOTE 3—SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these financial statements are set out below.

3.1     CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of cash on hand and cash at banks with maturities of three months or less from the acquisition date that are subject to an insignificant risk of changes in their fair value, and are used by the Company in the management of its short-term commitments.

3.2     TRADE AND OTHER RECEIVABLES

Trade and other receivables are initially recognized at fair value and thereafter stated at amortized cost using the effective interest method, less allowance for impairment of doubtful debts (see note 3.5(b)), except where the receivables are interest-free loans made to related parties without any fixed repayment terms or the effect of discounting would be immaterial. In such cases, the receivables are stated at cost less allowance for impairment of doubtful debts.

7

3.3     FOREIGN CURRENCY TRANSACTIONS

The Company’s financial statements are presented in Euros, which is the functional currency of the Company.

Transactions denominated in foreign currencies are translated to the functional currency of the Company at the foreign exchange rates ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the foreign exchange rates ruling at the balance sheet date. Exchange gains and losses are recognized in profit or loss.

3.4     PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at historical cost less accumulated depreciation and impairment losses (see note 3.5(a)).

Cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to the profit or loss as incurred. Subsequent costs are depreciated over the remaining useful life of the related asset.

Depreciation is calculated using the straight-line method to allocate the cost of the assets to their residual values over their estimated useful lives as follows:

Description	Useful life (in years)
Photovoltaic park assets		25
Fixtures and equipment		1-5

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date.

An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Gains and losses on disposals are determined by comparing proceeds with carrying amount and are included in operating profit. Interest costs on borrowings specifically used to finance the construction of property, plant and equipment are capitalized during the construction period if recognition criteria are met.

3.5     IMPAIRMENT OF ASSETS

(a)     Impairment of Property, Plant and Equipment

Property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflect current market assessments of the time value of money and the risks specific to the assets. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are independently identifiable cash flows (cash-generating units). Impairment loss is reversed if there has been a favourable change in the estimates used in determining the recoverable amount. A reversal in impairment loss is limited to the asset’s carrying amount that would have been determined had no impairment loss been recognized in prior years. Reversals of impairment losses are credited to profit or loss in the year in which the reversals are recognized.

(b)     Impairment of Trade and Other Receivables

The Company assesses at the end of each reporting period whether there is objective evidence that trade and other receivable stated at amortized costs is impaired. Trade and other receivables is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the receivables (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the receivables that can be reliably estimated. The criteria that the Company uses to determine that there is objective evidence of an impairment loss include:

● significant financial difficulty of the debtor;

● a breach of contract, such as a default or delinquency in interest or principal payments;

● significant changes in the market, economic or legal environment that have an adverse effect on the debtor.

8

For trade and other receivables, the impairment loss is measured as the difference between the receivables’ carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate, when the effect of discounting is material. The assessment is made collectively when the receivables share similar risk characteristics, such as similar past due status, and have not been individually assessed as impaired. The carrying amount of the receivables is reduced through the use of an allowance account when their recoverability are considered doubtful but not remote, and the amount of the loss is recognized in the profit or loss. When an amount of receivables is uncollectible, it is written off against the allowance account for receivables. Subsequent recoveries of amounts previously written off are credited to the profit or loss.

3.6     TAXATION

The tax expense for the period comprises current and deferred tax. Tax is recognized in the profit or loss, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in Greece. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is recognized, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized.

Deferred income tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

3.7     TRADE AND OTHER PAYABLES

Trade and other payables are recognized initially at fair value and subsequently measured at amortized cost unless the effect of discounting would be immaterial, in which case they are stated at cost.

3.8     INTEREST-BEARING BORROWINGS

Interest-bearing borrowings are recognized initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortized cost with any difference between the amount initially recognized and redemption value being recognized in the profit or loss over the period of the borrowings, together with any interest and fees payable, using the effective interest method.

9

3.9     PROVISION AND CONTINGENCIES

Provisions are recognized for other liabilities of uncertain timing or amount when the Company has a legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made. Where the time value of money is material, provisions are stated at the present value of the expenditure expected to settle the obligation.

Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.

3.10     REVENUE

Revenue is measured at the fair value of the consideration received or receivable. Provided it is probable that the economic benefits will flow to the Company and the revenue and costs, if applicable, can be measured reliably, revenue is recognized in profit or loss as follows.

(a) Sales of Electricity

Revenue from the sales of electricity is recognized when electricity has been delivered on grid and is measured based on the tariff rates determined by the relevant local government authority.

3.11     RELATED PARTY

a) A person, or a close member of that person’s family, is related to the Company if that person: 

i) has control or joint control over the Company;

ii) has significant influence over the Company; or

iii) is a member of the key management personnel of the Company or the Company’s parent or ultimate controlling shareholders.

b) An entity is related to the Company if any of the following conditions applies:

i) The entity and the Company are members of the same group;

ii) One entity is an associate or joint venture of the other entity (or an associate of joint venture of a member of a group of with the other entity is a member);

iii) Both entities are joint ventures of the same third party;

iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity;

v) The entity is a post-employment benefit plan for the benefit of employees of the Company or an entity related to the Company;

vi) The entity is controlled or jointly controlled by a person identified in (a);

vii) A person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity);

Close members of the family of a person are those family members who may be expected to influence, or be influenced by, that person in their dealings with the entity.

NOTE 4—CASH AND CASH EQUIVALENTS

	As of December 31
In Euro	2013		2012
Cash at banks		428,958		26
Total		428,958		26

10

NOTE 5—TRADE AND OTHER RECEIVABLES

	As of December 31
In Euro	2013		2012
Trade receivables		384,443		-
Value added tax recoverable		48,057		133,400
Prepayment and other receivables		85,108		82,500
Total		517,608		215,900

Trade receivables represent amount due from Lagie SA for the sales of electricity. Credit period of one month is normally granted to the customer. All trade receivables balances have been settled.

11

NOTE 6—PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are summarized as follows:

In Euro	Photovoltaic park assets			Fixtures and equipment			Construction in progress			Total
Cost:
Balance at April 10, 2012		-			-			-			-
Additions		-			-			4,605,905			4,605,905
Transfer from Construction in progress		1,375,905			-			(1,375,905	)		-
Balance at December 31, 2012		1,375,905			-			3,230,000			4,605,905
Balance at January 1, 2013		1,375,905			-			3,230,000			4,605,905
Additions		-			50,341			448,500			498,841
Transfer from Construction in progress		3,678,500			-			(3,678,500	)		-
Balance at December 31, 2013		5,054,405			50,341			-			5,104,746
Accumulated depreciation:
Balance at April 10, 2012		-			-			-			-
Depreciation for the period		-			-			-			-
Balance at December 31, 2012		-			-			-			-
Balance at January 1, 2013		-			-			-			-
Depreciation for the year		(198,131	)		(420	)		-			(198,551	)
Balance at December 31, 2013		(198,131	)		(420	)		-			(198,551	)
Net book value
At December 31, 2012		1,375,905			-			3,230,000			4,605,905
At December 31, 2013		4,856,274			49,921			-			4,906,195

Photovoltaic park assets primarily included costs of acquiring permits, construction fees of the park, costs of items installed in the park including solar panels, and other costs incurred that are directly attributable to getting the park ready for its intended use of grid connection with customer for supply of electricity.

NOTE 7—TAXATION

(a) Taxation in the profit or loss represents:

	Year ended December 31			Period ended December 31
In Euro	2013			2012
Current tax		(96,096	)		-
Deferred tax – origination and reversal of temporary differences		47,692			3,921
Tax (expense)/ credit		(48,404	)		3,921

On January 11, 2013, the Parliament of Greece enacted a new tax law-4110/2013 “Income Tax Provisions, Issues Related to the Authorities of the Ministry of Finance And other Regulations” (the “New Tax Law”). Under the New Tax Law, the income tax rate for entities incorporated in Greece changed from 20% to 26% effective for the statutory year ended from August 31, 2013 and thereafter. Therefore, the applicable income tax rate of the Company changed from 20% for the year ended December 31, 2012 to 26% for the year ended December 31, 2013.

12

(b) Reconciliation between tax (expense)/credit and accounting loss at applicable tax rate:

	Year ended December 31			Period ended December 31
In Euro	2013			2012
Loss before taxation		(323,918	)		(15,080	)
Notional tax on loss before tax, calculated at the statutory tax rate of 26% (2012: 20%)		84,219			3,016
Non-deductible expenses*		(132,623	)		-
Others		-			905
Total		(48,404	)		3,921

* Non-deductible expenses are primarily related to the consultancy services fees charged by the related parties of the former shareholders of the Company (see note 15(b)).

(c) Deferred tax assets and liabilities recognized:

The components of deferred tax assets/(liabilities) recognized in the balance sheet and the movements during the year/period are as follows: 

In Euro	Property plant and equipment			Special levy *		Others			Total
Balance at April 10, 2012(date of incorporation)		-			-		-			-
Credit/(Charged) to profit or loss		-			-		3,921			3,921
Balance at December 31, 2012		-			-		3,921			3,921
Balance at January 1, 2013		-			-		3,921			3,921
Credit/(Charged) to profit or loss		(31,123	)		82,736		(3,921	)		47,692
Balance at December 31, 2013		(31,123	)		82,736		-			51,613

* Special levy is deductible for tax purposes over 5 years but was expensed as incurred in the Company’s statement of profit or loss and other comprehensive income.

NOTE 8—BORROWINGS

	As of December 31
In Euro	2013		2012
Long term borrowings		3,912,500		105,000

The Company’s borrowings at December 31, 2013 represent unsecured loans from Sinsin Renewable (see note 15(c)). The loan is charged at a fixed annual interest rate of 5.95% and is wholly repayable on August 9, 2033.

13

The Company’s borrowings at December 31, 2012 represent unsecured long term loan from an unrelated third party. The Company borrowed the loan in July 2012. The loan is wholly repayable in June 2022. The loan carries interest-free period up to December 31, 2016 and is charged at an annual interest rate of 15% thereafter. The loan was early repaid in October 2013 when Sinsin Renewable acquired the entire equity interests of the Company.

NOTE 9—TRADE AND OTHER PAYABLES

	As of December 31
In Euro	2013		2012
Payables for property plants and equipment		746,122		4,676,411
Accrued interests on borrowings		84,331		-
Other payable and accruals		6,549		-
Total		837,002		4,676,411

NOTE 10—REVENUE

	Year ended December 31		Period ended December 31
In Euro	2013		2012
Sales of electricity		1,120,013		-

Revenue represents sales of electricity generated from Photovoltaic Park assets owned by the Company. The Company entered into long-term power purchase contract with Lagie SA in Greece, the sole customer of the Company, for the supply of electricity at the prevailing effective tariff rate determined by the relevant local government authority in Greece. Lagie SA is a state-controlled company in Greece.

On April 7, 2014, Law 4254/2014 (the “Law 4254/2014”) was voted and passed in Greece. Pursuant to the Law 4254/2014, the tariff for sales of electricity by Photovoltaic Parks in Greece was reduced by 30%~37.5% effective from January 1, 2013. As of December 31, 2013, management considered the likelihood of a downward adjustment of the tariff for electricity sale of the Company made to the customer and concluded that it was probable such a retrospective adjustment would be imposed by the government authority upon passage of the new law. Accordingly, management has recorded the Company’s revenue for the year ended December 31, 2013 in the accompanying financial statements based on the adjusted 2013 tariff rate under the Law 4254/2014.

NOTE 11—FINANCE COSTS

	Year ended December 31		Period ended December 31
In Euro	2013		2012
Interest expenses on borrowings		87,848		-
Other finance charges		248		-
Finance costs recognized in profit or loss		88,096		-

NOTE 12—FINANCIAL INSTRUMENTS—RISK MANAGEMENT AND FAIR VALUES

The Company’s activities in the normal course expose the Company to credit risk, liquidity risk and interest rate risk.

The Company’s exposure to these risks and the financial risk management policies and practices used by the Company to manage these risks are described below.

14

(a) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers. Management monitors the exposures to these credit risks on an ongoing basis.

The company only has one customer, which is Lagie SA. The Company has significant concentration of credit risk on trade and other receivables. Given Lagie SA is a state-controlled company, the management considered that the credit risk is at a low level and the trade receivable amounts are fully recoverable.

The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the statement of financial position. The Company does not provide any guarantees which would expose the Company to credit risk.

(b) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. Management’s approach in managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. The Company is one of the subsidiaries of a larger group. The liquidity of the Company is primarily dependent on its ability to maintain adequate cash inflows from operations and obtain adequate finance from or through its holding companies.

As at December 31, 2013, the Company had net current assets of approximately Euros 13,211 (2012: Euros (4,460,485)).

The following table detail the remaining contractual maturities at the end of the reporting period of the Company’s financial liabilities, which are based on the contractual undiscounted cash flows (including interest payments computed using contractual rates) and the earliest date the Company can be required to pay:

As of December 31, 2012

	Carrying amount		Contractual undiscounted cash outflow
			Within 1 year		More than 1 year but less than 2 years		More than 2 year but less than 5 years		Total
Trade and other payables		4,676,411		4,676,411		-		-		4,676,411
Borrowings		105,000		-		-		105,000		105,000
Total		4,781,411		4,676,411		-		105,000		4,781,411

As of December 31, 2013

	Carrying amount		Contractual undiscounted cash outflow
			Within 1 year		More than 1 year but less than 2 years		More than 2 years but less than 5 years		More than 5 years		Total
Trade and other payables		837,002		837,002		-		-		-		837,002
Borrowings		3,912,500		-		465,588		698,381		7,404,406		8,568,375
Total		4,749,502		837,002		465,588		698,381		7,404,406		9,405,377

(c) Interest rate risk

The Company’s interest rate risk arises primarily from interest-bearing borrowings. Borrowings issued at variable rates and at fixed rates expose the Company to cash flow interest rate risk, and fair value interest rate risk respectively. The Company normally borrows long term loans which carry fixed rates in order to limit its exposure to interest rate risk.

The following table details the interest rate profile of the Company’s borrowings at the end of reporting periods.

	2013					2012
	Effective interest rate			Carrying value		Effective interest rate			Carrying value
				Euro					Euro
Fixed rate instruments:
Borrowings		5.95	%		3,912,500		6.75	%		105,000

15

(d) Fair value measurement

The Company did not hold any financial assets and liabilities carried at fair value as at December 31, 2013 and 2012.

The carrying amount of the Company’s financial assets and liabilities carried at cost or amortized cost are not materially different from their fair value as at December 31, 2013 and 2012.

NOTE 13—SHARE CAPITAL

（a） Movement of share capital

	2013		2012
	Number of Shares		Number of Shares
In issue at January 1/date of incorporation		6,000		-
Issued for cash		13,875		6,000
In issue at December 31		19,875		6,000

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at general meetings of the Company. All ordinary shares rank equally with regard to the Company’s residual asset.

During the period ended December 31, 2012, 6,000 ordinary shares were issued at a consideration of 60,000 to the prevailing shareholder of the Company.

During the year ended December 31, 2013, 138,750 ordinary shares were issued at a consideration of Euro 1,387,500 to the prevailing shareholder of the Company.

(b) Capital management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern so that it can provide returns for equity holders and benefits for other stakeholders and secure access to finance at a reasonable cost.

NOTE 14—OPERATING LEASE COMMITMENT

At December 31, 2013, total future minimum lease payments under non-cancellable operating leases are payable as follows:

	2013		2012
	Euro		Euro
No later than 1 year		12,300		-
Later than 1 year and no later than 5 years		52,800		-
Later than 5 years		13,200		-
Total		78,300		-

The Company is the lessee in respect of the land on which the Photovoltaic Park is located. The lease is held under operating leases and does not include contingent rentals.

16

NOTE 15—RELATED PARTY TRANSACTIONS

The Company entered into the following material transactions with its related party during the reporting period:

(a) Finance Costs

	Year ended December 31		Period ended December 31
In Euro	2013		2012
Immediate holding company:
Sinsin Renewable		84,331		-

The Company had the following balances with its related party at the end of the reporting period:

(b) Consultancy services fees

In April 2013, the Company entered into services contracts with Dionic Energy S.A., Dionic AEBE and ATCOM Internet & Mutilmedia S.A. (“ATCOM”), related companies of Possession Limited (the prevailing shareholder of the Company), which agreed to provide the Company with consultancy services including but not limited to administration and information technology for a period ranging from 3 months to one year. The contract services fees payable to Dionic Energy S.A., Dionic AEBE and ATCOM amounted to Euros 210,000, Euros 295,000 and Euros 129,000 respectively. These services contracts had either been expired or early terminated when Sinsin Renewable acquired the entire equity interests of the Company on October 2, 2013 and becomes the shareholder of the Company. Upon the expiry or early termination of these services contracts, the Company paid the entire contract services fees totaling Euros 634,000, of which Euros 505,000 and Euros 129,000 were recognised in other expenses and administrative expenses respectively in the Company’s statement of profit or loss and other comprehensive income.

(c) Borrowings

	As of December 31
In Euro	2013		2012
Immediate holding company:
Sinsin Renewable		3,912,500		-

(d) Trade and other payables

	As of December 31
In Euro	2013		2012
Immediate holding company:
Sinsin Renewable		84,331		-

NOTE 16—IMMEDIATE AND ULTIMATE CONTROLLING PARTY

At December 31, 2013, the directors considered the immediate holding company to be Sinsin Renewable, which is incorporated in Malta, and ultimate holding company to be XINXING PIPES, which is incorporated in the PRC. XINXING PIPES produces financial statements in accordance with PRC accounting standards that are available for public use.

On December 1, 2014, SPI acquired all the equity interests of Sinsin Renewable and becomes the ultimate controlling party of the Company.

17

NOTE 17—SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The selection of critical accounting policies, the judgements and other uncertainties affecting application of those policies and the sensitivity of reported results to changes in conditions and assumptions are factors to be considered when reviewing the financial statements. The principal accounting policies are set forth in note 3. The Company believes the following critical accounting policies involve the most significant judgements and estimates used in the preparation of the financial statements.

(a) Impairment of property, plant and equipment

The Company conducts impairment reviews on property, plant and equipment when events of changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment loss is recognised when the carrying amount of an asset is lower than the greater of its net selling price or the value in use. In determining the value in use, management assess the present value of the estimated future cash flows expected to arise from the continuing use of the asset and from its disposal at the end of its useful life. Significant estimates and judgements are applied in determining these future cash flows and the discount rate.

(b)Useful lives of property, plant and equipment

The Company’s management determines the estimated useful lives and related depreciation charges for its property, plant and equipment. This estimate is based on the historical experience of the actual useful lives of property, plant and equipment of similar nature and functions. It could change significantly as a result of technical innovations and competitor actions in response to severe industry cycles. Management will increase the depreciation charge where useful lives are less than previously estimated lives, or it will write-off or write-down technically obsolete or non-strategic assets that have been abandoned or sold.

(c)Provision for income taxes

The Company is subject to income taxes in the Greece. Significant judgment is required in determining the provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

Deferred income tax assets relating to temporary differences and tax losses are recognised when management expects it is probable that future taxable profits will be available to utilise against the temporary difference or tax losses. Where the expectations are different from the original estimates, such differences will impact the recognition of deferred income tax assets in the period in which such estimates have been changed.

NOTE 18- POSSIBLE IMPACT OF AMENDMENTS, NEW STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE FOR THE ANNUAL ACCOUNTING PERIOD ENDED 31 DECEMBER 2013

Up to the date of issue of these financial statements, the IASB has issued a number of amendments, new standards and interpretations which are not yet effective for the year ended December 31, 2013 and which have not been adopted in these financial statements.

	Effective annual financial periods beginning on or after
Amendments to IFRS 10, IFRS 12 and IAS 27, Investment entities	January 1, 2014
Amendments to IAS 32, Financial instruments: Presentation - Offsetting financial assets and financial liabilities	January 1, 2014
Amendments to IAS 36, Recoverable amount disclosure for non-financial assets	January 1, 2014
Amendments to IAS 39, Novation of derivatives and continuation of hedge accounting	January 1, 2014
IFRIC 21, Levies	January 1, 2014
Amendments to IAS 19, Defined benefit plans: Employee contributions	July 1, 2014
Annual improvements to IFRS 2010-2012 cycle	July 1, 2014
Annual improvements to IFRS 2011-2013 cycle	July 1, 2014
Annual improvements to IFRS 2012-2014 cycle	January 1, 2016
Amendments to IFRS 11, Accounting for acquisitions of interests in joint ventures	January 1, 2016
Amendments to IAS 16 and IAS 38, Clarification of acceptable methods of depreciation and amortization	January 1, 2016
Amendments to IAS 27, Equity method in separate financial statements	January 1, 2016
Amendments to IFRS 10 and IAS 28, Sale or contribution of assets between an investor and its associate or joint venture	January 1, 2016
IFRS 15, Revenue from contracts with customers	January 1, 2017
IFRS 9, Financial Instruments	January 1, 2018

18

Management has made an initial assessment of what the impact of these amendments and new standards is expected to be in the period of initial application and has so far concluded that the adoption of them is unlikely to have a significant impact on the Company’s results of operations and financial position.

NOTE 19- SUBSEQUENT EVENT

In addition to those subsequent events disclosed in note 10 and note 16, the following event has taken place after December 31, 2013.

The Company’s revenue is subject to a special levy under the law of 4093/2012 pronounced in November 12, 2012 (the “Law 4093/2012”). Pursuant to the Law 4093/2012, the special levy would be charged for a period of 2 years starting from July 1, 2012. Pursuant to the Law of 4254/2014 voted and passed on April 7, 2014, the special levy under the Law 4093/2012 would no longer be charged from April 2014 onwards.

 19

EX-99

Exhibit 99.4

ASTRAIOS ENERGEIAKI PHOTOVOLTAIC PROJECTS A.E.

FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND 2012

INDEX TO FINANCIAL STATEMENTS
Report of Independent Auditors	2
Statements of Profit or Loss and Other Comprehensive Income	3
Balance Sheets	4
Statements of Changes in Equity	5
Statements of Cash Flows	6
Notes to the Financial Statements	7

1

Independent Auditors’ Report

The Board of Directors

Astraios Energeiaki Photovoltaic Projects A.E.:

We have audited the accompanying balances sheets of Astraios Energeiaki Photovoltaic Projects A.E. (the “Company”) as of December 31, 2013 and 2012, and the related statements of profit or loss and other comprehensive income, changes in equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2013 and 2012, and the results of its operations and its cash flows for the years then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

/s/ KPMG Huazhen (SGP)
Shanghai, China

February 13, 2015

STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

	Year ended December 31			Year ended December 31
In Euro	2013			2012
Revenues (note 10)		2,830,415			-
Cost of sales		(1,775,154	)		-
Gross profit		1,055,261			-
Other income		1,800			-
Administrative expenses		(78,636	)		(165,963	)
Other expenses		(16	)		(9,462	)
Operating income/(loss)		978,409			(175,425	)
Finance costs (note 11)		(660,545	)		(135	)
Profit/(Loss) before income taxes		317,864			(175,560	)
Income taxes (expense) / credit (note 7)		(62,763	)		33,090
Profit/(Loss) for the year		255,101			(142,470	)
Other comprehensive income for the year		-			-
Total comprehensive income for the year		255,101			(142,470	)

The accompanying notes are an integral part of these financial statements.

2

BALANCE SHEETS AS OF DECEMBER 31, 2013, DECEMBER 31, 2012 AND JANUARY 1, 2012

	As of December 31		As of December 31			As of January 1
In Euro	2013		2012			2012
ASSETS:
Property, plant and equipment (note 6)		10,857,673		10,095,527			16,058
Deferred tax assets (note 7(c))		250,681		33,090			-
TOTAL NON-CURRENT ASSETS		11,108,354		10,128,617			16,058
CURRENT ASSETS:
Trade and other receivables (note 5)		2,244,696		445,478			11,772
Cash and cash equivalents (note 4)		192,003		1,173,706			16,479
TOTAL CURRENT ASSETS		2,436,699		1,619,184			28,251
TOTAL ASSETS		13,545,053		11,747,801			44,309
LIABILITIES AND EQUITY:
CURRENT LIABILITIES:
Income tax payables		281,004		47,823			-
Borrowings (note 8)		177,411		-			-
Trade and other payables (note 9)		781,337		7,591,058			22,919
TOTAL CURRENT LIABILITIES		1,239,752		7,638,881			22,919
NON-CURRENT LIABILITIES:
Borrowings (note 8)		7,941,280		-			-
TOTAL NON-CURRENT LIABILITIES		7,941,280		-			-
TOTAL LIABILITIES		9,181,032		7,638,881			22,919
EQUITY:
Share Capital (note 13)		94,230		94,230			90,000
Share premium		4,225,770		4,225,770			-
Retained earnings/(Accumulated losses)		44,021		(211,080	)		(68,610	)
TOTAL EQUITY		4,364,021		4,108,920			21,390
TOTAL LIABILITIES AND EQUITY		13,545,053		11,747,801			44,309

The accompanying notes are an integral part of these financial statements.

3

STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

In Euro	Share Capital		Share premium		Retained Earnings/ (Accumulated Losses)			Total
Balance at January 1, 2012		90,000		-		(68,610	)		21,390
Changes in equity for the year
Loss for the year		-		-		(142,470	)		(142,470	)
Other comprehensive income		-		-		-			-
Total comprehensive income		-		-		(142,470	)		(142,470	)
Issuance of shares		4,230		4,225,770		-			4,230,000
Balance at December 31, 2012		94,230		4,225,770		(211,080	)		4,108,920
Balance at January 1, 2013		94,230		4,225,770		(211,080	)		4,108,920
Changes in equity for the year
Profit for the year						255,101			255,101
Other comprehensive income		-		-		-			-
Total comprehensive income						255,101			255,101
Balance at December 31, 2013		94,230		4,225,770		44,021			4,364,021

The accompanying notes are an integral part of these financial statements.

4

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

	Year ended December 31			Year ended December 31
In Euro	2013			2012
Cash flows from operating activities
Loss before taxation		317,864			(175,560	)
Adjustments for:
Depreciation		413,268			-
Finance costs		660,545			135
		1,391,677			(175,425	)
Changes in:
Trade and other receivables		(1,799,218	)		(433,706	)
Trade and other payables		10,729			47,823
Cash used in operating activities		(396,812	)		(561,308	)
Tax paid		(47,173	)		-
Net cash used in operating activities		(443,985	)		(561,308	)
Cash flows from investing activities
Purchase of property, plant and equipment		(8,053,597	)		(2,511,330	)
Net cash used in investing activities		(8,053,597	)		(2,511,330	)
Cash flows from financing activities
Issuance of shares		-			4,230,000
Proceeds from borrowings		15,968,691			-
Payments of borrowings		(7,850,000	)		-
Interest paid		(602,812	)		(135	)
Net cash from financing activities		7,515,879			4,229,865
Net (decrease)/increase in cash and cash equivalents		(981,703	)		1,157,227
Cash and cash equivalents at beginning of the year		1,173,706			16,479
Cash and cash equivalents at end of the year		192,003			1,173,706

The accompanying notes are an integral part of these financial statements.

5

NOTE 1— REPORTING ENTITY

Astraios Energeiaki Photovoltaic Projects A.E. (the “Company”) is principally engaged in the development, investment and operation of Photovoltaica Parks.

The Company was incorporated on June 4, 2007. The address of its registered office is Acadimias 7, P.C. 10671, Athens. At 31 December, 2013, all equity interests of the Company were indirectly held by Sinsin Renewable Investment Limited (“Sinsin Renewable”), which was a subsidiary of Xinxing Pipes Ductile Iron Pipes Co., Ltd (“Xinxing Pipes”). On December 1, 2014, all equity interests of the Sinsin Renewable were acquired by Solar Power, Inc. (“SPI”), an entity whose common stock is traded on the Over the Counter Bulletin Board in the United States.

The accompanying financial statements were authorized for issue by the Board of Directors of the Company on February 13, 2015.

NOTE 2— BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The accompanying financial statements of the Company have been prepared in accordance with all applicable International Financial Reporting Standards (“IFRSs”), which collective term includes all applicable individual International Financial Reporting Standards, International Accounting Standards (“IASs”) and Interpretations issued by the International Accounting Standards Board (“IASB”).

These are the Company’s first set of financial statements prepared in accordance with IFRSs and IFRS 1, “First Time Adoption of International Financial Reporting Standards”, has been applied. For local statutory filings in Greece, the Company has prepared its annual financial statements in accordance with generally accepted accounting principles in Greece (“Greece GAAP”) or “Previous GAAP”, as defined in IFRS1, since its date of incorporation on June 4, 2007.

The accounting policies set out in note 3 have been applied in preparing the financial statements for the year ended December 31, 2013 and the comparative information presented in these financial statements for the year ended December 31, 2012 and in the preparation of an opening IFRS balance sheet at January 1, 2012 (the date of transition). There were no material differences between IFRS and previous GAAP that were applicable to the Company’s balance sheet at January 1, 2012.

The financial statements have been prepared under the historical cost convention.

The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 17. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Company’s ability to operate profitably, to generate cash flows from operations, and to pursue financing arrangements to support its working capital requirements.

NOTE 3—SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these financial statements are set out below. 

3.1     CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of cash on hand and cash at banks with maturities of three months or less from the acquisition date that are subject to an insignificant risk of changes in their fair value, and are used by the Company in the management of its short-term commitments.

3.2     TRADE AND OTHER RECEIVABLES

Trade and other receivables are initially recognized at fair value and thereafter stated at amortized cost using the effective interest method, less allowance for impairment of doubtful debts (see note 3.5(b)), except where the receivables are interest-free loans made to related parties without any fixed repayment terms or the effect of discounting would be immaterial. In such cases, the receivables are stated at cost less allowance for impairment of doubtful debts.

6

3.3     FOREIGN CURRENCY TRANSACTIONS

The Company’s financial statements are presented in Euros, which is the functional currency of the Company.

Transactions denominated in foreign currencies are translated to the functional currency of the Company at the foreign exchange rates ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the foreign exchange rates ruling at the balance sheet date. Exchange gains and losses are recognized in profit or loss.

3.4     PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at historical cost less accumulated depreciation and impairment losses (see note 3.5(a)).

Cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to the profit or loss as incurred. Subsequent costs are depreciated over the remaining useful life of the related asset.

Depreciation is calculated using the straight-line method to allocate the cost of the assets to their residual values over their estimated useful lives as follows:

Description	Useful life (in years)
Photovoltaic park assets		25

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date.

An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Gains and losses on disposals are determined by comparing proceeds with carrying amount and are included in operating profit. Interest costs on borrowings specifically used to finance the construction of property, plant and equipment are capitalized during the construction period if recognition criteria are met.

3.5     IMPAIRMENT OF ASSETS

(a)     Impairment of Property, Plant and Equipment

Property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflect current market assessments of the time value of money and the risks specific to the assets. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are independently identifiable cash flows (cash-generating units). Impairment loss is reversed if there has been a favorable change in the estimates used in determining the recoverable amount. A reversal in impairment loss is limited to the asset’s carrying amount that would have been determined had no impairment loss been recognized in prior years. Reversals of impairment losses are credited to profit or loss in the year in which the reversals are recognized.

(b)     Impairment of Trade and Other Receivables

The Company assesses at the end of each reporting period whether there is objective evidence that trade and other receivable stated at amortized costs is impaired. Trade and other receivables is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the receivables (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the receivables that can be reliably estimated. The criteria that the Company uses to determine that there is objective evidence of an impairment loss include:

● significant financial difficulty of the debtor;

7

● a breach of contract, such as a default or delinquency in interest or principal payments;

● significant changes in the market, economic or legal environment that have an adverse effect on the debtor.

For trade and other receivables, the impairment loss is measured as the difference between the receivables’ carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate, when the effect of discounting is material. The assessment is made collectively when the receivables share similar risk characteristics, such as similar past due status, and have not been individually assessed as impaired. The carrying amount of the receivables is reduced through the use of an allowance account when their recoverability are considered doubtful but not remote, and the amount of the loss is recognized in the profit or loss. When an amount of receivables is uncollectible, it is written off against the allowance account for receivables. Subsequent recoveries of amounts previously written off are credited to the profit or loss.

3.6     TAXATION

The tax expense for the period comprises current and deferred tax. Tax is recognized in the profit or loss, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in Greece. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is recognized, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized.

Deferred income tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

3.7     TRADE AND OTHER PAYABLES

Trade and other payables are recognized initially at fair value and subsequently measured at amortized cost unless the effect of discounting would be immaterial, in which case they are stated at cost.

3.8     INTEREST-BEARING BORROWINGS

Interest-bearing borrowings are recognized initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortized cost with any difference between the amount initially recognized and redemption value being recognized in the profit or loss over the period of the borrowings, together with any interest and fees payable, using the effective interest method.

8

3.9     PROVISION AND CONTINGENCIES

Provisions are recognized for other liabilities of uncertain timing or amount when the Company has a legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made. Where the time value of money is material, provisions are stated at the present value of the expenditure expected to settle the obligation.

Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.

3.10     REVENUE

Revenue is measured at the fair value of the consideration received or receivable. Provided it is probable that the economic benefits will flow to the Company and the revenue and costs, if applicable, can be measured reliably, revenue is recognized in profit or loss as follows.

(a) Sales of Electricity

Revenue from the sales of electricity is recognized when electricity has been delivered on grid and is measured based on the tariff rates determined by the relevant local government authority.

3.11     RELATED PARTY

a) A person, or a close member of that person’s family, is related to the Company if that person: 

i) has control or joint control over the Company;

ii) has significant influence over the Company; or

iii) is a member of the key management personnel of the Company or the Company’s parent or ultimate controlling shareholders.

b) An entity is related to the Company if any of the following conditions applies:

i) The entity and the Company are members of the same group;

ii) One entity is an associate or joint venture of the other entity (or an associate of joint venture of a member of a group of with the other entity is a member);

iii) Both entities are joint ventures of the same third party;

iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity;

v) The entity is a post-employment benefit plan for the benefit of employees of the Company or an entity related to the Company;

vi) The entity is controlled or jointly controlled by a person identified in (a);

vii) A person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity);

Close members of the family of a person are those family members who may be expected to influence, or be influenced by, that person in their dealings with the entity.

9

NOTE 4—CASH AND CASH EQUIVALENTS

	As of December 31		As of December 31		As of January 1
In Euro	2013		2012		2012
Cash on hand		645		-		-
Cash at banks		191,358		1,173,706		16,479
Total		192,003		1,173,706		16,479

NOTE 5—TRADE AND OTHER RECEIVABLES

	As of December 31		As of December 31		As of January 1
In Euro	2013		2012		2012
Trade receivables		2,078,202		-		-
Value added tax recoverable		111,739		372,979		-
Prepayment and others receivables		54,755		72,499		11,772
Total		2,244,696		445,478		11,772

Trade receivable represent amount due from Lagie SA for the sales of electricity. Credit period of one month is normally granted to the customer. All trade receivables balances have been settled.

10

NOTE 6—PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are summarized as follows:

In Euro	Photovoltaic park assets			Construction in progress			Total
Cost:
Balance at January 1, 2012		-			16,058			16,058
Additions		-			10,079,469			10,079,469
Transfer from Construction in progress		-			-			-
Balance at December 31, 2012		-			10,095,527			10,095,527
Balance at January 1, 2013		-			10,095,527			10,095,527
Additions					1,175,414			1,175,414
Transfer from Construction in progress		11,270,941			(11,270,941	)		-
Balance at December 31, 2013		11,270,941			-			11,270,941
Accumulated depreciation:
Balance at January 1, 2012		-			-			-
Depreciation for the year		-			-			-
Balance at December 31, 2012		-			-			-
Balance at January 1, 2013		-			-			-
Depreciation for the year		(413,268	)		-			(413,268	)
Balance at December 31, 2013	(413,268		)		-			(413,268	)
Net book value
At December 31, 2012		-			10,095,527			10,095,527
At December 31, 2013		10,857,673			-			10,857,673

Photovoltaic park assets primarily included costs of acquiring permits, construction fees of the park, costs of items installed in the park including solar panels, and other costs incurred that are directly attributable to getting the park ready for its intended use of grid connection with customer for supply of electricity.

NOTE 7—TAXATION

(a) Taxation in the profit or loss represents:

	Year ended December 31			Year ended December 31
In Euro	2013			2012
Current tax		(280,354	)		-
Deferred tax – origination and reversal of temporary differences		217,591			33,090
Tax (expense)/ credit		(62,763	)		33,090

On January 11, 2013, the Parliament of Greece enacted a new tax law-4110/2013 “Income Tax Provisions, Issues Related to the Authorities of the Ministry of Finance and other Regulations” (the “New Tax Law”). Under the New Tax Law, the income tax rate for entities incorporated in Greece changed from 20% to 26% for the statutory year ended from August 31, 2013 and thereafter. Therefore, the applicable income tax rate of the Company changed from 20% for the year ended December 31, 2012 to 26% for the year ended December 31, 2013.

11

(b) Reconciliation between tax (expense)/credit and accounting loss at applicable tax rate:

	Year ended December 31			Year ended December 31
In Euro	2013			2012
Profit/(Loss) before taxation		317,864			(175,560	)
Notional tax on profit/(loss) before tax, calculated at the statutory tax rate of 26% (2012: 20%)		(82,645	)		35,112
Change in tax rate		9,927			-
Non-deductible expenses		1,838			-
Others		8,117			(2,022	)
Total		(62,763	)		33,090

(c) Deferred tax assets and liabilities recognized:

The components of deferred tax assets/ (liabilities) recognized in the balance sheet and the movements during the year are as follows:

In Euro	Property plant and equipment		Special levy *		Others			Total
Balance at January 1, 2012		-		-		-			-
Credit/(Charged) to profit or loss		-		-		33,090			33,090
Balance at December 31, 2012		-		-		33,090			33,090
Balance at January 1, 2013		-		-		33,090			33,090
Credit/(Charged) to profit or loss		29,560		220,343		(32,312	)		217,591
Balance at December 31, 2013		29,560		220,343		778			250,681

* Special levy is deductible for tax purposes over 5 years but was expensed as incurred in the Company’s statement of profit or loss and other comprehensive income.

NOTE 8—BORROWINGS

	As of December 31			As of December 31		As of January 1
In Euro	2013			2012		2012
Total borrowings		8,118,691			-		-
Less-current portion of borrowings payable within one year		(177,411	)		-		-
Borrowings – non-current portion		7,941,280			-		-

The Company’s borrowings at December 31, 2013 represent unsecured loans from related parties (see note 15(c)), which are charged at a fixed annual interest rate of 8% and is repayable by instalments with the last instalments due on November 28, 2033.

12

NOTE 9—TRADE AND OTHER PAYABLES

	As of December 31		As of December 31		As of January 1
In Euro	2013		2012		2012
Payables for property plants and equipment		712,875		7,591,058		14,998
Accrued interests on borrowings		57,733		-		-
Other payable and accruals		10,729		-		7,921
Total		781,337		7,591,058		22,919

NOTE 10—REVENUE

	Year ended December 31		Year ended December 31
In Euro	2013		2012
Sales of electricity		2,830,415		-

Revenue represents sales of electricity generated from Photovoltaic Park assets owned by the Company. The Company entered into long-term power purchase contract with Lagie SA in Greece, the sole customer of the Company, for the supply of electricity at the prevailing effective tariff rate determined by the relevant local government authority in Greece. Lagie SA is a state-controlled company in Greece.

On April 7, 2014, Law 4254/2014 (the “Law 4254/2014”) was voted and passed in Greece. Pursuant to the Law 4254/2014, the tariff for sales of electricity by Photovoltaic Parks in Greece was reduced by 30%~37.5% effective from January 1, 2013. As of December 31, 2013, management considered the likelihood of a downward adjustment of the tariff for electricity sale of the Company made to the customer and concluded that it was probable such a retrospective adjustment would be imposed by the government authority upon passage of the new law. Accordingly, management has recorded the Company’s revenue for the year ended December 31, 2013 in the accompanying financial statements based on the adjusted 2013 tariff rate under the Law 4254/2014.

NOTE 11—FINANCE COSTS

	Year ended December 31		Year ended December 31
In Euro	2013		2012
Interest expenses on borrowings		516,451		-
Other finance charges		144,094		135
Finance costs recognized in profit or loss		660,545		135

NOTE 12—FINANCIAL INSTRUMENTS—RISK MANAGEMENT AND FAIR VALUES

The Company’s activities in the normal course expose the Company to credit risk, liquidity risk and interest rate risk.

The Company’s exposure to these risks and the financial risk management policies and practices used by the Company to manage these risks are described below.

13

(a) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers. Management monitors the exposures to these credit risks on an ongoing basis.

The company only has one customer, which is Lagie SA. The Company has significant concentration of credit risk on trade and other receivables. Given Lagie SA is a state-controlled company, the management considered that the credit risk is at a low level and the trade receivable amounts are fully recoverable.

The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the statement of financial position. The Company does not provide any guarantees which would expose the Company to credit risk.

(b) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. Management’s approach in managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. The Company is one of the subsidiaries of a larger group. The liquidity of the Company is primarily dependent on its ability to maintain adequate cash inflows from operations and obtain adequate finance from or through its holding companies.

As at December 31, 2013, the Company had net current assets of approximately Euros 1,196,947 (2012: net current liabilities of Euros 6,019,697).

The following table detail the remaining contractual maturities at the end of the reporting period of the Company’s financial liabilities, which are based on the contractual undiscounted cash flows (including interest payments computed using contractual rates) and the earliest date the Company can be required to pay:

As of December 31, 2012

	Carrying amount		Contractual undiscounted cash outflow
			Within 1 year		More than 1 year but less than 2 years		More than 2 year but less than 5 years		Total
Trade and other payables		7,591,058		7,591,058		-		-		7,591,058
Total		7,591,058		7,591,058		-		-		7,591,058

As of December 31, 2013

	Carrying amount		Contractual undiscounted cash outflow
			Within 1 year		More than 1 year but less than 2 years		More than 2 year but less than 5 years		More than 5 years		Total
Trade and other payables		781,337		781,337		-		-		-		781,337
Borrowings		8,118,691		826,906		826,906		2,480,718		12,403,590		16,538,120
Total		8,900,028		1,608,243		826,906		2,480,718		12,403,590		17,319,457

(c) Interest rate risk

The Company’s interest rate risk arises primarily from interest-bearing borrowings. Borrowings issued at variable rates and at fixed rates expose the Company to cash flow interest rate risk, and fair value interest rate risk respectively. The Company normally borrows long term loans which carry fixed rates in order to limit its exposure to interest rate risk.

14

The following table details the interest rate profile of the Company’s borrowings at the end of reporting periods.

	2013					2012
	Effective interest rate			Carrying value		Effective interest rate		Carrying value
				Euro				Euro
Fixed rate instruments:
Borrowings		8	%		8,118,691		-		-

(d) Fair value measurement

The Company did not hold any financial assets and liabilities carried at fair value as at December 31, 2013 and 2012.

The carrying amount of the Company’s financial assets and liabilities carried at cost or amortized cost are not materially different from their fair value as at December 31, 2013 and 2012.

NOTE 13—SHARE CAPITAL

（a） Movement of share capital

	2013		2012
	Number of Shares		Number of Shares
In issue at January 1		9,423		9,000
Issued for cash		-		423
In issue at December 31		9,423		9,423
Authorized – par value Euros 10		9,423		9,423

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at general meetings of the Company. All ordinary shares rank equally with regard to the Company’s residual asset.

During the year ended December 31, 2012, 423 ordinary shares were issued at a consideration of Euro 10,000 per share to the prevailing shareholder of the Company.

(b) Capital management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern so that it can provide returns for equity holders and benefits for other stakeholders and secure access to finance at a reasonable cost.

NOTE 14—OPERATING LEASE COMMITMENT

At December 31, 2013 and 2012, total future minimum lease payments under non-cancellable operating leases are payable as follows:

	2013	2012
	Euro	Euro
No later than 1 year	279,000	238,568
Later than 1 year and no later than 5 years	1,120,800	1,119,600
Later than 5 years	4,358,712	4,638,912
Total	5,758,512	5,997,080

The Company is the lessee in respect of the land on which the Photovoltaic Park is located. The lease is held under operating leases and does not include contingent rentals.

15

NOTE 15—RELATED PARTY TRANSACTIONS

Names of related parties	Relationship with the Company
Sinsin Renewable	Intermediate holding company
PHOTOVOLTAICA PARKA VEROIA 1 MALTA LIMITED  (“VEROIA MALTA”)	Fellow subsidiary
ETVA VIPE S.A.	Former shareholder
Bank of Piraeus	Ultimate parent company of the former shareholder

The Company entered into the following material transactions with its related parties during the reporting period:

(a) FINANCE COSTS

	Year ended December 31		Year ended December 31
In Euro	2013		2012
Sinsin Renewable		51,960		-
VEROIA MALTA		5,773		-
Bank of Piraeus		602,812		135
Total		660,545		135

During the year ended December 31, 2013, the Company borrowed from Bank of Piraeus a pledged loan of Euro 7,850,000 (“Piraeus Loan”), which bears interests at an annual rate of 6.94% and is repayable in December 20, 2022. In November 2013, the Company borrowed loans from Sinsin Renewable and VEROIA MALTA of Euro 7,306,822 and Euro 811,869, respectively, which had been fully used to settle all the outstanding balances of loan principal and interests relating to the Piraeus Loan.

(b) LEASE EXPENSES

	Year ended December 31		Year ended December 31
In Euro	2013		2012
ETVA VIPE S.A.		217,191		119,412

The Company had the following balances with its related parties at the end of the reporting period:

(c) BORROWINGS

	As of December 31		As of December 31		As of January 1
In Euro	2013		2012		2012
Sinsin Renewable		7,306,822		-		-
VEROIA MALTA		811,869		-		-
Total		8,118,691		-		-

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(d) TRADE AND OTHER PAYABLES

	As of December 31		As of December 31		As of January 1
In Euro	2013		2012		2012
ETVA VIPE S.A.		132,541*		130,728		7,961
Sinsin Renewable		51,960		-		-
VEROIA MALTA		5,773		-		-
Total		190,274		130,728		7,961

* ETVA VIPE S.A. had been the Company’s shareholder until November 2013 when Sinsin Renewable acquired all the equity interests of the Company from ETVA VIPE S.A.

NOTE 16—IMMEDIATE AND ULTIMATE CONTROLLING PARTY

At December 31, 2013, the directors considered the immediate holding company to be VELTIMO LTD, which is incorporated in Cyprus and wholly owned by Sinsin Renewable, and ultimate holding company to be XINXING PIPES, which is incorporated in the PRC. XINXING PIPES produces financial statements in accordance with PRC accounting standards that are available for public use.

On December 1, 2014, SPI acquired all the equity interests of Sinsin Renewable and becomes the ultimate controlling party of the Company.

NOTE 17—SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The selection of critical accounting policies, the judgments and other uncertainties affecting application of those policies and the sensitivity of reported results to changes in conditions and assumptions are factors to be considered when reviewing the financial statements. The principal accounting policies are set forth in note 3. The Company believes the following critical accounting policies involve the most significant judgments and estimates used in the preparation of the financial statements.

(a) Impairment of property, plant and equipment

The Company conducts impairment reviews on property, plant and equipment when events of changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment loss is recognized when the carrying amount of an asset is lower than the greater of its net selling price or the value in use. In determining the value in use, management assess the present value of the estimated future cash flows expected to arise from the continuing use of the asset and from its disposal at the end of its useful life. Significant estimates and judgments are applied in determining these future cash flows and the discount rate.

(b)Useful lives of property, plant and equipment

The Company’s management determines the estimated useful lives and related depreciation charges for its property, plant and equipment. This estimate is based on the historical experience of the actual useful lives of property, plant and equipment of similar nature and functions. It could change significantly as a result of technical innovations and competitor actions in response to severe industry cycles. Management will increase the depreciation charge where useful lives are less than previously estimated lives, or it will write-off or write-down technically obsolete or non-strategic assets that have been abandoned or sold.

17

(c)Provision for income taxes

The Company is subject to income taxes in the Greece. Significant judgment is required in determining the provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

Deferred income tax assets relating to temporary differences and tax losses are recognized when management expects it is probable that future taxable profits will be available to utilize against the temporary difference or tax losses. Where the expectations are different from the original estimates, such differences will impact the recognition of deferred income tax assets in the period in which such estimates have been changed.

NOTE 18- POSSIBLE IMPACT OF AMENDMENTS, NEW STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE FOR THE ANNUAL ACCOUNTING PERIOD ENDED 31 DECEMBER 2013

Up to the date of issue of these financial statements, the IASB has issued a number of amendments, new standards and interpretations which are not yet effective for the year ended December 31, 2013 and which have not been adopted in these financial statements.

	Effective annual financial periods beginning on or after
Amendments to IFRS 10, IFRS 12 and IAS 27, Investment entities	1 January 2014
Amendments to IAS 32, Financial instruments: Presentation - Offsetting financial assets and financial liabilities	1 January 2014
Amendments to IAS 36, Recoverable amount disclosure for non-financial assets	1 January 2014
Amendments to IAS 39, Novation of derivatives and continuation of hedge accounting	1 January 2014
IFRIC 21, Levies	1 January 2014
Amendments to IAS 19, Defined benefit plans: Employee contributions	1 July 2014
Annual improvements to IFRS 2010-2012 cycle	1 July 2014
Annual improvements to IFRS 2011-2013 cycle	1 July 2014
Annual improvements to IFRS 2012-2014 cycle	1 January 2016
Amendments to IFRS 11, Accounting for acquisitions of interests in joint ventures	1 January 2016
Amendments to IAS 16 and IAS 38, Clarification of acceptable methods of depreciation and amortization	1 January 2016
Amendments to IAS 27, Equity method in separate financial statements	1 January 2016
Amendments to IFRS 10 and IAS 28, Sale or contribution of assets between an investor and its associate or joint venture	1 January 2016
IFRS 15, Revenue from contracts with customers	1 January 2017
IFRS 9, Financial Instruments	1 January 2018

Management has made an initial assessment of what the impact of these amendments and new standards is expected to be in the period of initial application and has so far concluded that the adoption of them is unlikely to have a significant impact on the Company’s results of operations and financial position.

NOTE 19- SUBSEQUENT EVENT

In addition to those subsequent events disclosed in note 10 and note 16, the following event has taken place after December 31, 2013.

The Company’s revenue is subject to a special levy under the law of 4093/2012 pronounced in November 12, 2012 (the “Law 4093/2012”). Pursuant to the Law 4093/2012, the special levy would be charged for a period of 2 years starting from July 1, 2012. Pursuant to the Law of 4254/2014 voted and passed on April 7, 2014, the special levy under the Law 4093/2012 would no longer be charged from April 2014 onwards.

19

EX-99

Exhibit 99.5

ORION ENERGEIAKI ANONIMI ETAIREIA

FINANCIAL STATEMENTS

DECEMBER 31, 2013 AND 2012

INDEX TO FINANCIAL STATEMENTS
Report of Independent Auditors	2
Statements of Profit or Loss and Other Comprehensive Income	3
Balance Sheets	4
Statements of Changes in Equity	5
Statements of Cash Flows	6
Notes to the Financial Statements	7

1

Independent Auditors’ Report

The Board of Directors

Orion Energeiaki Anonimi Etaireia:

We have audited the accompanying balance sheets of Orion Energeiaki Anonimi Etaireia (the “Company”) as of December 31, 2013 and 2012, and the related statements of profit or loss and other comprehensive income, changes in equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2013 and 2012, and the results of its operations and its cash flows for the years then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

/s/ KPMG Huazhen (SGP)
Shanghai, China

February 13, 2015

2

STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

	Year ended December 31			Year ended December 31
In Euro	2013			2012
Revenues (note 10)		2,512,852			-
Cost of sales		(1,461,857	)		-
Gross profit		1,050,995			-
Other income		1,800			-
Administrative expenses		(88,338	)		(112,148	)
Other expenses		(14	)		(9,564	)
Operating profit/(loss)		964,443			(121,712	)
Finance costs (note 11)		(549,640	)		(75	)
Profit/(loss) before income taxes		414,803			(121,787	)
Income taxes (expense)/credit (note 7)		(91,216	)		22,412
Profit/(loss) for the year		323,587			(99,375	)
Other comprehensive income for the year		-			-
Total comprehensive income for the year		323,587			(99,375	)

The accompanying notes are an integral part of these financial statements.

3

BALANCE SHEETS AS OF DECEMBER 31, 2013, DECEMBER 31, 2012 AND JANUARY 1, 2012

	As of December 31		As of December 31			As of January 1
In Euro	2013		2012			2012
ASSETS:
Property, plant and equipment (note 6)		8,944,400		8,549,147			16,104
Deferred tax assets (note 7(c))		220,713		22,412			-
TOTAL NON-CURRENT ASSETS		9,165,113		8,571,559			16,104
CURRENT ASSETS:
Trade and other receivables (note 5)		1,926,025		442,894			11,830
Cash and cash equivalents (note 4)		242,180		874,683			17,152
TOTAL CURRENT ASSETS		2,168,205		1,317,577			28,982
TOTAL ASSETS		11,333,318		9,889,136			45,086
LIABILITIES AND EQUITY:
CURRENT LIABILITIES:
Income tax payables		290,073		45,080			-
Borrowings (note 8)		146,518		-			-
Trade and other payables (note 9)		622,231		6,451,580			23,235
TOTAL CURRENT LIABILITIES		1,058,822		6,496,660			23,235
NON-CURRENT LIABILITIES:
Borrowings (note 8)		6,558,433		-			-
TOTAL NON-CURRENT LIABILITIES		6,558,433		-			-
TOTAL LIABILITIES		7,617,255		6,496,660			23,235
EQUITY:
Share Capital (note 13)		94,470		94,470			91,000
Share premium		3,466,530		3,466,530			-
Retained earnings/(accumulated losses)		155,063		(168,524	)		(69,149	)
TOTAL EQUITY		3,716,063		3,392,476			21,851
TOTAL LIABILITIES AND EQUITY		11,333,318		9,889,136			45,086

The accompanying notes are an integral part of these financial statements.

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STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

In Euro	Share Capital		Share premium		(Accumulated losses)/ retained earnings			Total
Balance at January 1, 2012		91,000		-		(69,149	)		21,851
Changes in equity for the year
Loss for the year		-		-		(99,375	)		(99,375	)
Other comprehensive income		-		-		-			-
Total comprehensive income		-		-		(99,375	)		(99,375	)
Issuance of shares		3,470		3,466,530		-			3,470,000
Balance at December 31, 2012		94,470		3,466,530		(168,524	)		3,392,476
Balance at January 1, 2013		94,470		3,466,530		(168,524	)		3,392,476
Changes in equity for the year
Profit for the year		-		-		323,587			323,587
Other comprehensive income		-		-		-			-
Total comprehensive income		-		-		323,587			323,587
Balance at December 31, 2013		94,470		3,466,530		155,063			3,716,063

The accompanying notes are an integral part of these financial statements.

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STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

	Year ended December 31			Year ended December 31
In Euro	2013			2012
Cash flows from operating activities
Profit/(loss) before taxation		414,803			(121,787	)
Adjustments for:
Depreciation		340,444			-
Finance costs		549,640			75
Changes in:
Trade and other receivables		(1,483,131	)		(431,064	)
Trade and other payables		10,227			45,080
Cash used in operating activities		(168,017	)		(507,696	)
Tax paid		(44,524	)		-
Net cash used in operating activities		(212,541	)		(507,696	)
Cash flows from investing activities
Purchase of property, plant and equipment		(6,622,953	)		(2,104,698	)
Net cash used in investing activities		(6,622,953	)		(2,104,698	)
Cash flows from financing activities
Issuance of shares		-			3,470,000
Proceeds from borrowings		13,304,951			-
Payments of borrowings		(6,600,000	)		-
Interest paid		(501,960	)		(75	)
Net cash from financing activities		6,202,991			3,469,925
Net (decrease)/increase in cash and cash equivalents		(632,503	)		857,531
Cash and cash equivalents at beginning of the year		874,683			17,152
Cash and cash equivalents at end of the year		242,180			874,683

The accompanying notes are an integral part of these financial statements.

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NOTE 1— REPORTING ENTITY

Orion Energeiaki Anonimi Etaireia (the “Company”) is principally engaged in the development, investment and operation of Photovoltaica Park.

The Company was incorporated on June 4, 2007. The address of its registered office is 75 VAS. SOFIAS AVE., 11521 ATHENS. At December 31, 2013, all equity interests of the Company were indirectly held by Sin Sin Renewable Investment Limited (“Sinsin Renewable”), which was a subsidiary of Xinxing Pipes Ductile Iron Pipes Co., Ltd (“Xinxing Pipes ”). On December 1, 2014, all equity interests of the Sinsin Renewable were acquired by Solar Power, Inc. (“SPI”), an entity whose common stock is traded on the Over the Counter Bulletin Board in the United States.

The accompanying financial statements were authorized for issue by the Board of Directors of the Company on February 13, 2015.

NOTE 2— BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The accompanying financial statements of the Company have been prepared in accordance with all applicable International Financial Reporting Standards (“IFRSs”), which collective term includes all applicable individual International Financial Reporting Standards, International Accounting Standards (“IASs”) and Interpretations issued by the International Accounting Standards Board (“IASB”).

These are the Company’s first set of financial statements prepared in accordance with IFRSs and IFRS 1, “First Time Adoption of International Financial Reporting Standards”, has been applied. For local statutory filings in Greece, the Company has prepared its annual financial statements in accordance with generally accepted accounting principles in Greece (“Greece GAAP”) or “Previous GAAP”, as defined in IFRS1, since its date of incorporation on June 4, 2007.

The accounting policies set out in note 3 have been applied in preparing the financial statements for the year ended December 31, 2013 and the comparative information presented in these financial statements for the year ended December 31, 2012 and in the preparation of an opening IFRS balance sheet at January 1, 2012 (the date of transition). There were no significant differences between IFRS and previous GAAP that were applicable to the Company’s balance sheet at January 1, 2012.

The financial statements have been prepared under the historical cost convention.

The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 17. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The realization of assets and the satisfaction of liabilities in the normal course of business are dependent on, among other things, the Company’s ability to operate profitably, to generate cash flows from operations, and to pursue financing arrangements to support its working capital requirements.

NOTE 3—SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these financial statements are set out below.

3.1     CASH AND CASH EQUIVALENTS

Cash and cash equivalents consist of cash on hand and cash at banks with maturities of three months or less from the acquisition date that are subject to an insignificant risk of changes in their fair value, and are used by the Company in the management of its short-term commitments.

3.2     TRADE AND OTHER RECEIVABLES

Trade and other receivables are initially recognized at fair value and thereafter stated at amortized cost using the effective interest method, less allowance for impairment of doubtful debts (see note 3.5(b)), except where the receivables are interest-free loans made to related parties without any fixed repayment terms or the effect of discounting would be immaterial. In such cases, the receivables are stated at cost less allowance for impairment of doubtful debts.

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3.3     FOREIGN CURRENCY TRANSACTIONS

The Company’s financial statements are presented in Euros, which is the functional currency of the Company.

Transactions denominated in foreign currencies are translated to the functional currency of the Company at the foreign exchange rates ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the foreign exchange rates ruling at the balance sheet date. Exchange gains and losses are recognized in profit or loss.

3.4     PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at historical cost less accumulated depreciation and impairment losses (see note 3.5(a)).

Cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the entity and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to the profit or loss as incurred. Subsequent costs are depreciated over the remaining useful life of the related asset.

Depreciation is calculated using the straight-line method to allocate the cost of the assets to their residual values over their estimated useful lives as follows:

Description	Useful life (in years)
Photovoltaic park assets		25

The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each reporting date.

An item of property, plant and equipment and any significant part initially recognized is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Gains and losses on disposals are determined by comparing proceeds with carrying amount and are included in operating profit. Interest costs on borrowings specifically used to finance the construction of property, plant and equipment are capitalized during the construction period if recognition criteria are met.

3.5     IMPAIRMENT OF ASSETS

(a)     Impairment of Property, Plant and Equipment

Property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflect current market assessments of the time value of money and the risks specific to the assets. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are independently identifiable cash flows (cash-generating units). Impairment loss is reversed if there has been a favourable change in the estimates used in determining the recoverable amount. A reversal in impairment loss is limited to the asset’s carrying amount that would have been determined had no impairment loss been recognized in prior years. Reversals of impairment losses are credited to profit or loss in the year in which the reversals are recognized.

(b)     Impairment of Trade and Other Receivables

The Company assesses at the end of each reporting period whether there is objective evidence that trade and other receivable stated at amortized costs is impaired. Trade and other receivables is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the receivables (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the receivables that can be reliably estimated. The criteria that the Company uses to determine that there is objective evidence of an impairment loss include:

● significant financial difficulty of the debtor;

8

● a breach of contract, such as a default or delinquency in interest or principal payments;

● significant changes in the market, economic or legal environment that have an adverse effect on the debtor.

For trade and other receivables, the impairment loss is measured as the difference between the receivables’ carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate, when the effect of discounting is material. The assessment is made collectively when the receivables share similar risk characteristics, such as similar past due status, and have not been individually assessed as impaired. The carrying amount of the receivables is reduced through the use of an allowance account when their recoverability are considered doubtful but not remote, and the amount of the loss is recognized in the profit or loss. When an amount of receivables is uncollectible, it is written off against the allowance account for receivables. Subsequent recoveries of amounts previously written off are credited to the profit or loss.

3.6     TAXATION

The tax expense for the period comprises current and deferred tax. Tax is recognized in the profit or loss, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in Greece. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is recognized, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.

Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized.

Deferred income tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

3.7     TRADE AND OTHER PAYABLES

Trade and other payables are recognized initially at fair value and subsequently measured at amortized cost unless the effect of discounting would be immaterial, in which case they are stated at cost.

3.8     INTEREST-BEARING BORROWINGS

Interest-bearing borrowings are recognized initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortized cost with any difference between the amount initially recognized and redemption value being recognized in the profit or loss over the period of the borrowings, together with any interest and fees payable, using the effective interest method.

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3.9     PROVISION AND CONTINGENCIES

Provisions are recognized for other liabilities of uncertain timing or amount when the Company has a legal or constructive obligation arising as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made. Where the time value of money is material, provisions are stated at the present value of the expenditure expected to settle the obligation.

Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote.

3.10     REVENUE

Revenue is measured at the fair value of the consideration received or receivable. Provided it is probable that the economic benefits will flow to the Company and the revenue and costs, if applicable, can be measured reliably, revenue is recognized in profit or loss as follows.

(a) Sales of Electricity

Revenue from the sales of electricity is recognized when electricity has been delivered on grid and is measured based on the tariff rates determined by the relevant local government authority.

3.11     RELATED PARTY

a) A person, or a close member of that person’s family, is related to the Company if that person: 

i) has control or joint control over the Company;

ii) has significant influence over the Company; or

iii) is a member of the key management personnel of the Company or the Company’s parent or ultimate controlling shareholders.

b) An entity is related to the Company if any of the following conditions applies:

i) The entity and the Company are members of the same group;

ii) One entity is an associate or joint venture of the other entity (or an associate of joint venture of a member of a group of with the other entity is a member);

iii) Both entities are joint ventures of the same third party;

iv) One entity is a joint venture of a third entity and the other entity is an associate of the third entity;

v) The entity is a post-employment benefit plan for the benefit of employees of the Company or an entity related to the Company;

vi) The entity is controlled or jointly controlled by a person identified in (a);

vii) A person identified in (a)(i) has significant influence over the entity or is a member of the key management personnel of the entity (or of a parent of the entity);

Close members of the family of a person are those family members who may be expected to influence, or be influenced by, that person in their dealings with the entity.

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NOTE 4—CASH AND CASH EQUIVALENTS

	As of December 31		As of December 31		As of January 1
In Euro	2013		2012		2012
Cash on hand		645		-		-
Cash at banks		241,535		874,683		17,152
Total		242,180		874,683		17,152

NOTE 5—TRADE AND OTHER RECEIVABLES

	As of December 31		As of December 31		As of January 1
In Euro	2013		2012		2012
Trade receivables		1,779,352		-		-
Value added tax recoverable		49,073		352,811		11,410
Prepayment and others receivables		97,600		90,083		420
Total		1,926,025		442,894		11,830

Trade receivable represent amount due from Lagie SA for the sales of electricity. Credit period of one month is normally granted to the customer. All trade receivables balances have been settled.

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NOTE 6—PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are summarized as follows:

In Euro	Photovoltaic park assets			Construction in progress			Total
Cost:
Balance at January 1, 2012		-			16,104			16,104
Additions		-			8,533,043			8,533,043
Transfer from Construction in progress		-			-			-
Balance at December 31, 2012		-			8,549,147			8,549,147
Balance at January 1, 2013		-			8,549,147			8,549,147
Additions		-			735,697			735,697
Transfer from Construction in progress		9,284,844			(9,284,844	)		-
Balance at December 31, 2013		9,284,844			-			9,284,844
Accumulated depreciation:
Balance at January 1, 2012		-			-			-
Depreciation for the year		-			-			-
Balance at December 31, 2012		-			-			-
Balance at January 1, 2013		-			-			-
Depreciation for the year		(340,444	)		-			(340,444	)
Balance at December 31, 2013		(340,444	)		-			(340,444	)
Net book value
At December 31, 2012		8,549,147			-			8,549,147
At December 31, 2013		8,944,400			-			8,944,400

Photovoltaic park assets primarily included costs of acquiring permits, construction fees of the park, costs of items installed in the park including solar panels, and other costs incurred that are directly attributable to getting the park ready for its intended use of grid connection with customer for supply of electricity.

NOTE 7—TAXATION

(a) Taxation in the profit or loss represents:

	Year ended December 31			Year ended December 31
In Euro	2013			2012
Current tax		(289,517	)		-
Deferred tax – origination and reversal of temporary differences		198,301			22,412
Tax (expense)/credit		(91,216	)		22,412

On January 11, 2013, the Parliament of Greece enacted a new tax law-4110/2013 “Income Tax Provisions, Issues Related to the Authorities of the Ministry of Finance And other Regulations” (the “New Tax Law”). Under the New Tax Law, the income tax rate for entities incorporated in Greece changed from 20% to 26% effective for the statutory year ended from August 31, 2013 and thereafter. Therefore, the applicable income tax rate of the Company changed from 20% for the year ended December 31, 2012 to 26% for the year ended December 31, 2013.

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(b) Reconciliation between tax (expense)/credit and accounting profit/(loss) at applicable tax rate:

	Year ended December 31			Year ended December 31
In Euro	2013			2012
Profit/(loss) before taxation		414,803			(121,787	)
Notional tax on loss before tax, calculated at the statutory tax rate of 26% (2012: 20%)		(107,849	)		24,357
Change in tax rate		6,724			-
Non-deductible expenses		1,813			-
Others		8,096			(1,945	)
Total		(91,216	)		22,412

(c) Deferred tax assets and liabilities recognized:

The components of deferred tax assets/ (liabilities) recognized in the balance sheet and the movements during the year are as follows:

In Euro	Property plant and equipment		Special levy *		Others			Total
Balance at January 1, 2012		-		-		-			-
Credit/(Charged) to profit or loss		-		-		22,412			22,412
Balance at December 31, 2012		-		-		22,412			22,412
Balance at January 1, 2013		-		-		22,412			22,412
Credit/(Charged) to profit or loss		24,250		195,825		(21,774	)		198,301
Balance at December 31, 2013		24,250		195,825		638			220,713

* Special levy is deductible for tax purposes over 5 years but was expensed as incurred in the profit or loss when incurred in the Company’s financial statements.

NOTE 8—BORROWINGS

	As of December 31			As of December 31		As of January 1
In Euro	2013			2012		2012
Total borrowings		6,704,951			-		-
Less-current portion of borrowings payable within one year		(146,518	)		-		-
Borrowings – non-current portion		6,558,433			-		-

The Company’s borrowings at December 31, 2013 represent unsecured loans from related parties (see note 15(c)), which are charged at a fixed annual interest rate of 8% and is repayable by instalments with the last instalments due in 2033.

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NOTE 9—TRADE AND OTHER PAYABLES

	As of December 31		As of December 31		As of January 1
In Euro	2013		2012		2012
Payables for property plants and equipment		564,324		6,451,580		23,235
Accrued interests on borrowings		47,680		-		-
Other payable and accruals		10,227		-		-
Total		622,231		6,451,580		23,235

NOTE 10—REVENUE

	Year ended December 31		Year ended December 31
In Euro	2013		2012
Sales of electricity		2,512,852		-

Revenue represents sales of electricity generated from Photovoltaic Park assets owned by the Company. The Company entered into long-term power purchase contract with Lagie SA in Greece, the sole customer of the Company, for the supply of electricity at the prevailing effective tariff rate determined by the relevant local government authority in Greece. Lagie SA is a state-controlled company in Greece.

On April 7, 2014, Law 4254/2014 (the “Law 4254/2014”) was voted and passed in Greece. Pursuant to the Law 4254/2014, the tariff for sales of electricity by Photovoltaic Parks in Greece was reduced by 30%~37.5% effective from January 1, 2013. As of December 31, 2013, management considered the likelihood of a downward adjustment of the tariff for electricity sale of the Company made to the customer and concluded that it was probable such a retrospective adjustment would be imposed by the government authority upon passage of the new law. Accordingly, management has recorded the Company’s revenue for the year ended December 31, 2013 in the accompanying financial statements based on the adjusted 2013 tariff rate under the Law 4254/2014.

NOTE 11—FINANCE COSTS

	Year ended December 31		Year ended December 31
In Euro	2013		2012
Interest expenses on borrowings		431,890		-
Other finance charges		117,750		75
Finance costs recognized in profit or loss		549,640		75

NOTE 12—FINANCIAL INSTRUMENTS—RISK MANAGEMENT AND FAIR VALUES

The Company’s activities in the normal course expose the Company to credit risk, liquidity risk and interest rate risk.

The Company’s exposure to these risks and the financial risk management policies and practices used by the Company to manage these risks are described below.

(a) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers. Management monitors the exposures to these credit risks on an ongoing basis.

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The company only has one customer, which is Lagie SA. The Company has significant concentration of credit risk on trade and other receivables. Given Lagie SA is a state-controlled company in Greece, the management considered that the credit risk is at a low level and the trade receivable amounts are fully recoverable.

The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the statement of financial position. The Company does not provide any guarantees which would expose the Company to credit risk.

(b) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. Management’s approach in managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. The Company is one of the subsidiaries of a larger group. The liquidity of the Company is primarily dependent on its ability to maintain adequate cash inflows from operations and obtain adequate finance from or through its holding companies.

As at December 31, 2013 and 2012, the Company had net current assets of approximately Euros 1,109,383 (2012: net current liability of Euros 5,179,083)

The following table detail the remaining contractual maturities at the end of the reporting period of the Company’s financial liabilities, which are based on the contractual undiscounted cash flows (including interest payments computed using contractual rates) and the earliest date the Company can be required to pay:

As of December 31, 2012

	Carrying amount		Contractual undiscounted cash outflow
			Within 1 year		More than 1 year but less than 2 years		More than 2 years but less than 5 years		Total
Trade and other payables		6,451,580		6,451,580		-		-		6,451,580
Total		6,451,580		6,451,580		-		-		6,451,580

As of December 31, 2013

	Carrying amount		Contractual undiscounted cash outflow
			Within 1 year		More than 1 year but less than 2 years		More than 2 years but less than 5 years		More than 5 years		Total
Trade and other payables		622,231		622,231								622,231
Borrowings		6,704,951		682,914		682,914		2,048,742		10,243,710		13,658,280
Total		7,327,182		1,305,145		682,914		2,048,742		10,243,710		14,280,511

(c) Interest rate risk

The Company’s interest rate risk arises primarily from interest-bearing borrowings. Borrowings issued at variable rates and at fixed rates expose the Company to cash flow interest rate risk, and fair value interest rate risk respectively. The Company normally borrows long term loans which carry fixed rates in order to limit its exposure to interest rate risk.

The following table details the interest rate profile of the Company’s borrowings at the end of reporting periods.

	2013					2012
	Effective interest rate			Carrying value		Effective interest rate		Carrying value
				Euro				Euro
Fixed rate instruments:
Borrowings		8	%		6,704,951		-		-

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(d) Fair value measurement

The Company did not hold any financial assets and liabilities carried at fair value as at December 31, 2013 and 2012.

The carrying amount of the Company’s financial assets and liabilities carried at cost or amortized cost are not materially different from their fair value as at December 31, 2013 and 2012.

NOTE 13—SHARE CAPITAL

（a） Movement of share capital

	2013		2012
	Number of Shares		Number of Shares
In issue at January 1		9,447		9,100
Issued for cash		-		347
In issue at December 31		9,447		9,447
Authorized – par value Euros 10		9,447		9,447

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at general meetings of the Company. All ordinary shares rank equally with regard to the Company’s residual asset.

During the year ended December 31, 2012, 347 ordinary shares were issued at a consideration of Euro 10,000 per share to the prevailing shareholder of the Company.

 (b) Capital management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern so that it can provide returns for equity holders and benefits for other stakeholders and secure access to finance at a reasonable cost.

NOTE 14—OPERATING LEASE COMMITMENT

At December 31, 2013 and 2012, total future minimum lease payments under non-cancellable operating leases are payable as follows:

	2013		2012
	Euro		Euro
No later than 1 year		174,480		139,951
Later than 1 year and no later than 5 years		702,720		701,520
Later than 5 years		2,544,222		2,717,763
Total		3,421,422		3,559,234

The Company is the lessee in respect of the land on which the Photovoltaic Park is located. The lease is held under operating leases and does not include contingent rentals.

NOTE 15—RELATED PARTY TRANSACTIONS

Names of related parties	Relationship with the Company
Sinsin Renewable	Intermediate holding company
PHOTOVOLTAICA PARKA VEROIA 1 MALTA LIMITED (“VEROIA MALTA”)	Fellow subsidiary
ETVA VIPE S.A.	Former shareholder company
Bank of Piraeus	Ultimate parent company of ETVA VIPE S.A.

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The Company entered into the following material transactions with its related parties during the reporting period:

(a) Finance Costs

	Year ended December 31		Year ended December 31
In Euro	2013		2012
Sinsin Renewable		42,912		-
VEROIA MALTA		4,768		-
Bank of Piraeus		501,960		-
Total		549,640		-

During the year ended December 31, 2013, the Company borrowed from Bank of Piraeus a pledged loan of Euro 6,600,000 (“Piraeus Loan”), which bears interests at an annual rate of 6.94% and is repayable on December 20, 2022. In November 2013, the Company borrowed loans from Sinsin Renewable and VEROIA MALTA of Euro 6,034,456 and Euro 670,495, respectively, which had been fully used to settle all the outstanding balances of loan principal and interests relating to the Piraeus Loan .

(b) Lease Expenses

	Year ended December 31		Year ended December 31
In Euro	2013		2012
ETVA VIPE S.A.		126,584		69,900

The Company had the following balances with its related parties at the end of the reporting period:

(c) Borrowings

	As of December 31		As of December 31		As of January 1
In Euro	2013		2012		2012
Sinsin Renewable		6,034,456		-		-
VEROIA MALTA		670,495		-		-
Total		6,704,951		-		-

(d) Trade and other payables

	As of December 31		As of December 31		As of January 1
In Euro	2013		2012		2012
ETVA VIPE S.A.		98,119*		84,168		-
Sinsin Renewable		42,912		-		-
VEROIA MALTA		4,768		-		-
Total		145,799		84,168		-

* ETVA VIPE S.A. had been the Company’s shareholder until November 2013 when Sinsin Renewable acquired all the equity interests of the Company from ETVA VIPE S.A.

17

NOTE 16—IMMEDIATE AND ULTIMATE CONTROLLING PARTY

At December 31, 2013, the directors considered the immediate holding company to be VELTIMO LTD, which is incorporated in Cyprus and wholly owned by Sinsin Renewable, and ultimate holding company to be XINXING PIPES, which is incorporated in the PRC. XINXING PIPES produces financial statements in accordance with PRC accounting standards that are available for public use.

On December 1, 2014, SPI acquired all the equity interests of Sinsin Renewable and becomes the ultimate controlling party of the Company.

NOTE 17—SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The selection of critical accounting policies, the judgments and other uncertainties affecting application of those policies and the sensitivity of reported results to changes in conditions and assumptions are factors to be considered when reviewing the financial statements. The principal accounting policies are set forth in note 3. The Company believes the following critical accounting policies involve the most significant judgments and estimates used in the preparation of the financial statements.

(a) Impairment of property, plant and equipment

The Company conducts impairment reviews on property, plant and equipment when events of changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment loss is recognised when the carrying amount of an asset is lower than the greater of its net selling price or the value in use. In determining the value in use, management assess the present value of the estimated future cash flows expected to arise from the continuing use of the asset and from its disposal at the end of its useful life. Significant estimates and judgments are applied in determining these future cash flows and the discount rate.

(b)Useful lives of property, plant and equipment

The Company’s management determines the estimated useful lives and related depreciation charges for its property, plant and equipment. This estimate is based on the historical experience of the actual useful lives of property, plant and equipment of similar nature and functions. It could change significantly as a result of technical innovations and competitor actions in response to severe industry cycles. Management will increase the depreciation charge where useful lives are less than previously estimated lives, or it will write-off or write-down technically obsolete or non-strategic assets that have been abandoned or sold.

(c)Provision for income taxes

The Company is subject to income taxes in the Greece. Significant judgment is required in determining the provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.

Deferred income tax assets relating to temporary differences and tax losses are recognised when management expects it is probable that future taxable profits will be available to utilise against the temporary difference or tax losses. Where the expectations are different from the original estimates, such differences will impact the recognition of deferred income tax assets in the period in which such estimates have been changed.

18

NOTE 18- POSSIBLE IMPACT OF AMENDMENTS, NEW STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE FOR THE ANNUAL ACCOUNTING PERIOD ENDED 31 DECEMBER 2013

Up to the date of issue of these financial statements, the IASB has issued a number of amendments, new standards and interpretations which are not yet effective for the year ended December 31, 2013 and which have not been adopted in these financial statements.

	Effective annual financial periods beginning on or after
Amendments to IFRS 10, IFRS 12 and IAS 27, Investment entities	January 1, 2014
Amendments to IAS 32, Financial instruments: Presentation - Offsetting financial assets and financial liabilities	January 1, 2014
Amendments to IAS 36, Recoverable amount disclosure for non-financial assets	January 1, 2014
Amendments to IAS 39, Novation of derivatives and continuation of hedge accounting	January 1, 2014
IFRIC 21, Levies	January 1, 2014
Amendments to IAS 39, Novation of derivatives and continuation of hedge accounting	July 1, 2014
IFRIC 21, Levies	July 1, 2014
Amendments to IAS 19, Defined benefit plans: Employee contributions	July 1, 2014
Annual improvements to IFRS 2010-2012 cycle	January 1, 2016
Annual improvements to IFRS 2011-2013 cycle	January 1, 2016
Annual improvements to IFRS 2012-2014 cycle	January 1, 2016
Amendments to IFRS 11, Accounting for acquisitions of interests in joint ventures	January 1, 2016
Amendments to IAS 16 and IAS 38, Clarification of acceptable methods of depreciation and amortization	January 1, 2016
Amendments to IAS 27, Equity method in separate financial statements	January 1, 2017
Amendments to IFRS 10 and IAS 28, Sale or contribution of assets between an investor and its associate or joint venture	January 1, 2018

Management has made an initial assessment of what the impact of these amendments and new standards is expected to be in the period of initial application and has so far concluded that the adoption of them is unlikely to have a significant impact on the Company’s results of operations and financial position.

NOTE 19- SUBSEQUENT EVENT

In addition to those subsequent events disclosed in note 10 and note 16, the following event has taken place after December 31, 2013.

The Company’s revenue is subject to a special levy under the law of 4093/2012 pronounced in November 12, 2012 (the “Law 4093/2012”). Pursuant to the Law 4093/2012, the special levy would be charged for a period of 2 years starting from July 1, 2012. Pursuant to the Law of 4254/2014 voted and passed on April 7, 2014, the special levy under the Law 4093/2012 would no longer be charged from April 2014 onwards.

19 

EX-99

Exhibit 99.6

SINSIN RENEWABLE INVESTMENT LIMITED 

UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2014 AND 2013

INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unaudited Interim Condensed Consolidated Statements of Profit or Loss and Other Comprehensive Income	2
Unaudited Interim Condensed Consolidated Balance Sheets	3
Unaudited Interim Condensed Consolidated Statements of Changes in Equity	4
Unaudited Interim Condensed Consolidated Statements of Cash Flows	5
Notes to the Unaudited Interim Condensed Consolidated Financial Statements	6

1

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS

AND OTHER COMPREHENSIVE INCOME

FOR THE SIX-MONTHS ENDED JUNE 30, 2014

AND THE PERIOD FROM MAY 8, 2013 (DATE OF INCORPORATION) TO JUNE 30, 2013

	Six-months ended June 30,			From May 8 to June 30,
In Euro	2014			2013
Revenues (note 7)		4,972,940			-
Cost of sales		(2,795,428	)		-
Gross profit		2,177,512			-
Other income		18,000			-
Administrative expenses		(221,982	)		-
Other expenses		(47,507	)		-
Operating income		1,926,023			-
Finance costs (note 8)		(2,412,760	)		-
Loss before income taxes		(486,737	)		-
Income taxes (note 4)		(252,162	)		-
Loss for the period		(738,899	)		-
Other comprehensive income for the period		-			-
Total comprehensive income for the period		(738,899	)		-

The accompanying notes form part of these unaudited interim condensed consolidated financial statements.

2

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2014 AND DECEMBER 31, 2013

	As of June 30,			As of December 31,
In Euro	2014			2013
ASSETS:
Property, plant and equipment		53,768,884			54,832,707
Goodwill		7,312,728			7,312,728
Other non-current assets		9,806			8,805
Deferred tax assets		556,724			523,008
TOTAL NON-CURRENT ASSETS		61,648,142			62,677,248
CURRENT ASSETS:
Trade and other receivables (note 3)		6,326,495			5,346,987
Cash and cash equivalents		2,537,128			2,674,375
TOTAL CURRENT ASSETS		8,863,623			8,021,362
TOTAL ASSETS		70,511,765			70,698,610
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Income tax payables		753,314			710,345
Borrowings (note 5)		64,989,000			64,989,000
Trade and other payables (note 6)		7,394,857			6,805,009
TOTAL CURRENT LIABILITIES		73,137,171			72,504,354
NON-CURRENT LIABILITIES:
Other non-current liabilities		3,001			3,001
Deferred tax liabilities		3,957,411			4,038,174
TOTAL NON-CURRENT LIABILITIES		3,960,412			4,041,175
TOTAL LIABILITIES		77,097,583			76,545,529
EQUITY:
Share Capital		100,000			100,000
Accumulated losses		(6,685,818	)		(5,946,919	)
TOTAL EQUITY		(6,585,818	)		(5,846,919	)
TOTAL LIABILITIES AND EQUITY		70,511,765			70,698,610

The accompanying notes form part of these unaudited interim condensed consolidated financial statements.

3

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE SIX-MONTHS ENDED JUNE 30, 2014

AND THE PERIOD FROM MAY 8, 2013 (DATE OF INCORPORATION) TO JUNE 30, 2013

In Euro	Share Capital			Accumulated Losses			Total
Balance at May 8, 2013 (date of incorporation)		-			-			-
Changes in equity for the period
Loss for the period		-			-			-
Other comprehensive income		-			-			-
Total comprehensive income		-			-			-
Issuance of shares		1,200			-			1,200
Balance at June 30, 2013		1,200			-			1,200
Balance at January 1, 2014		100,000			(5,946,919	)		(5,846,919	)
Changes in equity for the period
Loss for the period		-			(738,899	)		(738,899	)
Other comprehensive income		-			-			-
Total comprehensive income		-			(738,899	)		(738,899	)
Balance at June 30, 2014		100,000			(6,685,818	)		(6,585,818	)

The accompanying notes form part of these unaudited interim condensed consolidated financial statements.

4

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX-MONTHS ENDED JUNE 30, 2014

AND THE PERIOD FROM MAY 8, 2013 (DATE OF INCORPORATION) TO JUNE 30, 2013

	Six-months ended June 30,			From May 8 to June 30,
In Euro	2014			2013
Cash flows from operating activities
Loss before taxation		(486,737	)		-
Adjustments for:
Depreciation		1,131,923			-
Finance costs		2,412,760			-
Changes in:
Trade and other receivables		1,088,491			-
Trade and other payables		43,008			-
Cash generated from operating activities		4,189,445			-
Tax paid		(323,672	)		-
Net cash generated from operating activities		3,865,773			-
Cash flows from investing activities
Purchase of property, plant and equipment		(1,931,269	)		-
Advances to a related party		(2,069,000	)		-
Net cash used in investing activities		(4,000,269	)		-
Cash flows from financing activities
Interest paid		(2,751	)		-
Issuance of shares		-			240
Net cash (used in)/generated from financing activities		(2,751	)		240
Net (decrease)/increase in cash and cash equivalents		(137,247	)		240
Cash and cash equivalents at beginning of the period		2,674,375			-
Cash and cash equivalents at end of the period		2,537,128			240

The accompanying notes form part of these unaudited interim condensed consolidated financial statements.

5

NOTE 1— REPORTING ENTITY

Sinsin Renewable Investment Limited (the “Company”) was incorporated on May 8, 2013. The address of its registered office is Strand Towers, Floor 2, 36, The Strand, Sliema SLM 1022, Malta. At June 30, 2013, the Company was a wholly-owned subsidiary of Sinsin Euro Solar Asset Limited Partnership (“Sinsin Euro”), which was a subsidiary of Xinxing Pipes Ductile Iron Pipes Co., Ltd (“Xinxing Pipes”). On December 1, 2014, 100% of the Company’s shares were purchased by Solar Power, Inc. (“SPI”), an entity whose common stock is traded on the Over the Counter Bulletin Board in the United States.

These interim condensed consolidated financial statements comprise the Company and its subsidiaries (collectively the “Group”). The Group’s principal activities are the development, investment and operation of Photovoltaic parks through four indirectly wholly-owned subsidiaries in Greece (the “Operating Subsidiaries”).

NOTE 2— BASIS OF PREPARATION OF FINANCIAL STATEMENTS

These interim condensed consolidated financial statements have been prepared in accordance with International Accounting Standards (IAS) 34 “Interim Financial Reporting” issued by the International Accounting Standards Board (“IASB”). They do not include all the information required for a complete set of financial statements prepared in accordance with International Financial Reporting Standards (“IFRSs”). However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since the consolidated financial statements for the period from May 8, 2013 (date of incorporation) to 31 December 2013.

IASB has issued a number of amendments to IFRSs and interpretations and new standards that are first effective for the accounting period beginning on January 1, 2014. These developments have had no material impact on the contents of these condensed consolidated interim financial statements. Except for these developments, the accounting policies applied by the Company in these interim condensed consolidated financial statements are the same as those applied by the Company in its annual consolidated financial statements for the period from May 8, 2013 (date of incorporation) to December 31, 2013. The Group has not applied any new standard or interpretation that is not yet effective for the current accounting period.

The interim condensed consolidated financial statements were authorized for issue by the Board of Directors of the Company on February 13, 2015.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Group incurred a loss of Euros 738,899 during the period. As at June 30, 2014, the Group had net current liabilities and net liabilities of Euros 64,273,548 and Euros 6,585,818 respectively.

In view of these circumstances, the directors have given careful consideration to the future liquidity and performance of the Group and its available sources of finance in assessing whether the Group will have sufficient financial resources to continue as a going concern.

The directors believe the Group will generate sufficient cash flow and continue as a going concern on the basis that SPI, the Group’s parent company since December 1, 2014, has undertaken to provide financial support to the Group to the extent necessarily enabling it to meet its liabilities as and when they fall due prior to December 31, 2015. Accordingly, the consolidated financial statements have been prepared on a going concern basis.

NOTE 3—TRADE AND OTHER RECEIVABLES

	As of June 30,		As of December 31,
In Euro	2014		2013
Trade receivables		3,134,500		4,290,937
Value added tax recoverable		996,390		729,138
Prepayment and other receivables		2,195,605		326,912
Total		6,326,495		5,346,987

Trade receivables represent amount due from Lagie S.A. for the sales of electricity. Credit period of one month is normally granted to the customer. All trade receivables balances have been settled.

Included in the prepayment and other receivables was an amount of Euros 2,069,000 due from Sinsin Solar Capital Limited Partnership, the intermediate holding company. During the six-months ended June 30, 2014, the Company paid expenses of Euros 2,069,000 on behalf of Sinsin Solar Capital Limited Partnership. Such payments were classified as advances to a related party under cash flows from investing activities in the consolidated statements of cash flows. The amount due from Sinsin Solar Capital Limited Partnership of Euros 2,069,000 were fully settled in July 2014.

6

NOTE 4—TAXATION

(a) Taxation in the profit or loss represents:

	Period ended June 30,			From May 8 to June 30,
In Euro	2014			2013
Current tax		366,642			-
Deferred tax – origination and reversal of temporary differences		(114,480	)		-
Taxation expenses		252,162			-

Pursuant to the tax law in Malta, the statutory income tax rate applicable to the Company in 2014 was 35% (2013: 35%).

Pursuant to the tax law in Greece, the statutory income tax rate applicable to the Company’s operating subsidiaries in Greece in 2014 was 26% (2013: 26%)

NOTE 5—BORROWINGS

	As of June 30,		As of December 31,
In Euro	2014		2013
Total borrowings		64,989,000		64,989,000

The Group’s borrowings at December 31, 2013 represent unsecured loans from a related party (see note 9(c)), which are charged at a fixed annual interest rate of 7.5%. Pursuant to the loan contracts, the entire loans principal are wholly repayable in 2033 but would also become immediately repayable on demand by the lender at any time during the loan period. Accordingly, these borrowings were classified as current liabilities.

NOTE 6—TRADE AND OTHER PAYABLES

	As of June 30,		As of December 31,
In Euro	2014		2013
Payables for property, plant and equipment		1,736,180		3,599,349
Accrued interests on borrowings		4,270,052		1,860,043
Other payable and accruals		1,388,625		1,345,617
Total		7,394,857		6,805,009

NOTE 7—REVENUE

	Six months ended June 30, 2014		From May 8, 2013 to June 30, 2013
In Euro
Sales of electricity		4,972,940		-

Revenue represents sales of electricity generated from Photovoltaic park assets owned by the Company. The Company entered into long-term power purchase contract with Lagie S.A. in Greece, the sole customer of the Company, for the supply of electricity at the prevailing effective tariff rate determined by the relevant local government authority in Greece.

7

NOTE 8—FINANCE COSTS

	Six months ended June 30, 2014		From May 8, 2013 to June 30, 2013
In Euro
Interest expenses on borrowings		2,410,009		-
Other finance charges		2,751		-
Finance costs recognized in profit or loss		2,412,760		-

NOTE 9—RELATED PARTY TRANSACTIONS

The Company entered into the following material transactions with its related party during the reporting period:

(a) Finance Expenses

	Period ended June 30,		From May 8 to June 30,
In Euro	2014		2013
Immediate holding company
Sinsin Europe Solar Asset Limited Partnership		2,410,009		-

The Company had the following balances with its related party at the end of the reporting period:

(b) Trade and Other Receivables

	As of June 30		As of December 31
In Euros	2014		2013
Intermediate holding company
Sinsin Solar Capital Limited Partnership		2,069,000		-

During the six-months period ended June 30, 2014, the Group paid certain expenses on behalf of Sinsin Solar Capital Limited Partnership. The receivable balances were fully repaid by Sinsin Solar Capital Limited in July 2014.

(c) Borrowings

	Period ended June 30,		As of December 31
In Euro	2014		2013
Immediate holding company
Sinsin Europe Solar Asset Limited Partnership		64,989,000		64,989,000

8

NOTE 10—IMMEDIATE AND ULTIMATE CONTROLLING PARTY

At June 30, 2014, the directors consider the immediate holding company to be Sinsin Europe Solar Asset Limited Partnership, which is incorporated in Greece, and ultimate holding company to be Xinxing Pipes, which is incorporated in the PRC. Xinxing Pipes produces financial statements in accordance with PRC accounting standards that are available for public use.

In December 2014, SPI acquired all the equity interest of Sinsin Renewable Investment Limited and becomes the ultimate controlling party of the Company.

9

EX-99

Exhibit 99.7

Pro Forma Condensed Combined Financial Statements

(Unaudited)

(in thousands, unless otherwise noted)

The following unaudited pro forma condensed combined statement of operations gives effect to the December 2014 acquisition by Solar Power, Inc., of Sinsin Renewable Investment Limited (“Sinsin”) and its subsidiaries. On September 9, 2014, Solar Power, Inc. and its indirectly wholly-owned subsidiary, SPI China (HK) Limited, entered into a Share Sale & Purchase Agreement with Sinsin Europe Solar Asset Limited Partnership and Sinsin Solar Capital Limited Partnership to purchase all of their outstanding capital stock of Sinsin.

The historical financial information of Sinsin included elsewhere in this Form 8-K/A has been prepared in accordance with International Financial Reporting Standards (“IFRSs”) as issued by the International Accounting Standards Board (“IASB”) and presented in Euros. IFRSs includes International Accounting Standards (“IAS”) and related interpretations. The unaudited pro forma financial statements presented herein include adjustments to convert the basis of the financial statements of Sinsin from IFRSs to U.S. generally accepted accounting principles (“U.S. GAAP”) and to translate the Euro amounts into U.S. dollars.

The pro forma condensed combined balance sheet as of September 30, 2014, and the pro forma condensed combined statement of operations for the nine-month period ended September 30, 2014, and the notes thereto are included herein. No pro forma combined statement of operation for the year ended December 31, 2013 is presented as Sinsin was only incorporated on May 8, 2013 and its consolidated revenue was entirely generated by those wholly-owned subsidiaries acquired since its date of incorporation.

The unaudited pro forma condensed combined statement of operations is based on the individual historical consolidated statement of operations of Solar Power, Inc. and Sinsin for the nine-month period ended September 30, 2014 giving effect to the acquisition of Sinsin as if it had occurred on January 1, 2014. The pro forma statement of operations reflects only pro forma adjustments expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined balance sheet is based on the individual historical consolidated balance sheet of Solar Power, Inc. and Sinsin as at September 30, 2014 giving effect to the acquisition of Sinsin as if it had occurred on September 30, 2014. The unaudited pro forma condensed combined financial statements reflects adjustments to give effect to pro forma events that are (1) directly attributable to the acquisition, (2) factually supportable, and (3) expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial statements. In addition, the unaudited pro forma condensed combined financial statements and notes thereto should be read in conjunction with (1) Solar Power, Inc.’s annual report on Form 10-K, including the audited consolidated financial statements for the year ended December 31, 2013, and the notes relating thereto, (2) Sinsin’s audited consolidated financial statements for the period from May 8, 2013 (date of incorporation) to December 31, 2013, and the notes relating thereto, and (3) the Solar Power, Inc. Form 10-Q for the second quarter ended June 30, 2014, including the unaudited interim condensed consolidated financial statements for the six-months ended June 30, 2014.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

Nine-month period ended September 30, 2014

(In thousands, except for share data)

	Solar Power, Inc.			Sinsin			Pro Forma		Pro Forma
				(U.S. GAAP)			Adjustments (3)		Combined
Net sales:
Net sales	$	36,593		$	11,137				$	47,730
Total net sales		36,593			11,137					47,730
Cost of goods sold:
Cost of goods sold		30,393			4,933			629		35,955
Total cost of goods sold		30,393			4,933			629		35,955
Gross profit		6,200			6,204					11,775
Operating expenses:
General and administrative		4,190			506					4,696
Sales, marketing and customer service		1,025			-					1,025
Total operating expenses		5,215			506					5,721
Operating income		985			5,698					6,054
Other income (expense):
Interest expense		(2,090	)		(4,406	)				(6,496	)
Interest income		967			-					967
Loss on extinguishment of convertible bonds		(8,907	)		-					(8,907	)
Change in market value of derivative liability		310			-					310
Other (expense)/income, net		(197	)		(40	)				(237	)
Total other expense		(9,917	)		(4,446	)				(14,363	)
Loss before income taxes		(8,932	)		1,252					(8,309	)
Provision for income taxes		945			885					1,830
Net loss	$	(9,877	)	$	367				$	(10,139	)
Net loss per common share
Basic and diluted	$	(0.04	)						$	(0.04	)
Weighted average number of common shares used in computing per share amounts
Basic and diluted		246,240,974								284,415,889

See accompanying notes to the pro-forma condensed combined financial statements.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of September 30, 2014

(In thousands, except for share data)  

	Solar Power, Inc.			Sinsin (U.S. GAAP)			Pro Forma Adjustments (1)			Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	12,789		$	2,678		$	(4,007	)	$	11,460
Accounts receivable, net of allowance for doubtful accounts		7,020			6,493			-			13,513
Accounts receivable, related party		3,662			-			-			3,662
Costs and estimated earnings in excess of billings on uncompleted contracts		22,705			-			-			22,705
Inventories, net		2,719			-			-			2,719
Prepaid expenses and other current assets		2,191			2,285			-			4,476
Total current assets		51,086			11,456			(4,007	)		58,535
Intangible asset		703			-			-			703
Goodwill		-			9,236			48,719			57,955
Restricted cash		160			-			-			160
Accounts recivable, non-current		9,194			-			-			9,194
Notes receivable, noncurrent		13,416			-			-			13,416
Construction in progress		27,306			-			-			27,306
Property, plant and equipment at cost, net		10,991			67,714			2,325			81,030
Other prepaid expenses and non-current assets		-			18			-			18
Deferred tax asset - non-current portion		-			844			-			844
Total assets	$	112,856		$	89,268		$	47,037		$	249,161
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	11,859		$	1,669		$	32,123		$	45,651
Accounts payable, related party		34,372			-			-			34,372
Accrued liabilities		813			2,035			-			2,848
Income taxes payable		911			1,480			-			2,391
Interest payable		-			85			-			85
Loans payable - current portion		-			86,216			(86,216	)		-
Derivative liability		673			-			-			673
Total current liabilities		48,628			91,485			(54,093	)		86,020
Loans payable and capital lease obligations, net of current portion		10,970			-			-			10,970
Deferred tax liabilities		-			4,947			-			4,947
Other liabilities		1,584			394			27,534			29,512
Total liabilities		61,182			96,826			(26,559	)		131,449
Commitments and contingencies		-			-			-			-
Stockholders' equity
Common stock		43			126			(122	)		47
Additional paid in capital		117,917			-			66,034			183,951
Accumulated other comprehensive loss		(335	)		-			-			(335	)
Accumulated deficit		(65,951	)		(7,684	)		7,684			(65,951	)
Total stockholders' equity		51,674			(7,558	)		73,596			117,712
Total liabilities and stockholders' equity	$	112,856		$	89,268		$	47,037		$	249,161

See accompanying notes to the pro-forma condensed combined financial statements.

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

(in thousands, unless otherwise noted)

Note 1 — Basis of Presentation

On September 9, 2014, Solar Power, Inc. and its wholly-owned indirect subsidiary, SPI China (HK) Limited entered into a Share Sale & Purchase Agreement (Purchase Agreement) with Sinsin Europe Solar Asset Limited Partnership and Sinsin Solar Capital Limited Partnership to purchase all of their outstanding capital stock of Sinsin. Under the Purchase Agreement, Solar Power, Inc. acquired 100% of the issued and outstanding shares of Sinsin from Sinsin shareholders in exchange for cash consideration of €49.3 million (approximately $64 million U.S. Dollars) and 38,174,915 shares common stock of the Solar Power, Inc.. Solar Power, Inc. issued the shares of common stock upon reliance of Regulation S as an exemption from registration under the Securities Act of 1933, as amended.

The acquisition was completed on December 1, 2014.

In accordance with guidance for pro forma financial statements, we are presenting the as-if-combined balance sheet of Solar Power, Inc. and Sinsin as if they were combined on September 30, 2014.

Note 2 — IFRS to U.S. GAAP Adjustments and Foreign Currency Translation

There is no adjustment made to the Sinsin consolidated statement of operations for the nine-month period ended September 30, 2014 to convert from IFRS to U.S. GAAP. In addition, the Euro based consolidated income statement for Sinsin for the nine-month period ended September 30, 2014 converted to U.S. GAAP has been translated to U.S. dollars using a historic exchange rate. The average historic spot rate for the nine-month period ended September, 2014 was $1.349 per Euro and the historic spot rate as of September 30, 2014 was $1.263 per Euro. A reader of this pro forma financial information should not construe this translation as representations by the Company that the real amounts actually represent these U.S. dollar amounts or could be converted into U.S. dollars at the rate indicated.

	Sinsin (IFRS) (Euros)			U.S. GAAP Adjustments (Euros)		Sinsin (U.S. GAAP) (Euros)			Translation Adjustment (Euro x 1.349)			Sinsin (U.S. GAAP) (U.S. Dollars)
Net sales:
Net sales		8,253			-		8,253			2,884			11,137
Total net sales		8,253			-		8,253			2,884			11,137
Cost of goods sold:
Cost of goods sold		4,122			-		4,122			1,440			5,562
Total cost of goods sold		4,122			-		4,122			1,440			5,562
Gross profit		4,131			-		4,131			1,444			5,575
Operating expenses:
General and administrative		375			-		375			131			506
Total operating expenses		375			-		375			131			506
Operating income		3,756			-		3,756			1,313			5,069
Other income (expense):
Interest expense		(3,265	)		-		(3,265	)		(1,141	)		(4,406	)
Other (expense), net		(30	)		-		(30	)		(10	)		(40	)
Total other expense		(3,295	)		-		(3,295	)		(1,151	)		(4,446	)
Benefit from income taxes		461			-		461			162			623
Provision for income taxes		656			-		656			229			885
Net loss	$	(195	)		-		(195	)		-		$	(262	)

Pro forma condensed combined balance sheet

As of September 30, 2014

	Sinsin			U.S. GAAP		Sinsin			Translation			Sinsin
	(IFRS)			Adjustments		(U.S. GAAP)			Adjustment			(U.S. GAAP)
	(Euros)			(Euros)		(Euros)			(Euro x 1.263)			(U.S. Dollars)
ASSETS:
Goodwill		7,313			-		7,313			1,923			9,236
Property, plant and equipment		53,614			-		53,614			14,100			67,714
Other non-current assets		14			-		14			4			18
Deferred tax assets		668			-		668			176			844
TOTAL NON-CURRENT ASSETS		61,609			-		61,609			16,203			77,812
CURRENT ASSETS:
Trade and other receivables		6,949			-		6,949			1,829			8,778
Cash and cash equivalents		2,120			-		2,120			558			2,678
TOTAL CURRENT ASSETS		9,069			-		9,069			2,387			11,456
TOTAL ASSETS		70,678			-		70,678			18,590			89,268
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Interest payable		67			-		67			18			85
Income tax payables		1,172			-		1,172			308			1,480
Borrowings		68,263			-		68,263			17,953			86,216
Trade and other payables		2,931			-		2,931			773			3,704
TOTAL CURRENT LIABILITIES		72,433			-		72,433			19,052			91,485
LONG TERM LIABILITIES:
Other non-current liabiliies		312			-		312			82			394
Deferred tax liabilities		3,917			-		3,917			1,030			4,947
TOTAL LONG TERM LIABILITIES		4,229			-		4,229			1,112			5,341
TOTAL LIABILITIES		76,662			-		76,662			20,164			96,826
EQUITY:
Share Capital		100			-		100			26			126
Accumulated losses		(6,084	)		-		(6,084	)		(1,600	)		(7,684	)
TOTAL EQUITY-attributable to owners of the Company		(5,984	)		-		(5,984	)		(1,574	)		(7,558	)
TOTAL LIABILITIES AND EQUITY		70,678			-		70,678			18,590			89,268

Note 3 —Pro Forma Adjustment (3)

It represented the effect of fair value adjustment made on 1 December 1, 2014 as a result of Solar Power, Inc.’s acquisition over the Sinsin as if the acquisition had been consummated on January 1, 2014.

The aggregate purchase price of USD 130 million comprised of cash consideration of USD 64 million and fair value of ordinary shares issued of USD 66 million. The fair value of the ordinary shares issued for purchase price allocation purposes was estimated using the closing market price for a reasonable period before and after the date of the announcement of the acquisition. The valuation was based on a valuation report provided by a third party valuation firm. The valuation report utilizes and considers generally accepted valuation methodologies such as the income, market, cost and actual transaction of shares approach. We have incorporated certain assumptions which include projected cash flows and replacement costs.