SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the Month of January 2015
Commission File Number 1-33208
HANWHA
SOLARONE CO., LTD.
888 Linyang Road
Qidong, Jiangsu Province 226200
Peoples Republic of China
(Address of Principal Executive Offices)
(Indicate by check mark whether
the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F x Form 40-F ¨
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1).)
Yes ¨ No
x
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7).)
Yes ¨ No
x
(Indicate by check mark whether the registrant by furnishing the information contained in this
Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes ¨ No
x
(If Yes is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- )
Hanwha SolarOne Co., Ltd. (the Registrant) is furnishing under the cover of Form 6-K:
Exhibit 99.1 Press Release
Exhibit 99.2 Supplemental
Information to the Shareholder Circular Dated December 24, 2014
The information included in Exhibit 99.2 supplements the Shareholder Circular, dated
December 24, 2014, of the Registrant (the Shareholder Circular) and is incorporated by reference into the Shareholder Circular.
SIGNATURES
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.
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HANWHA SOLARONE CO., LTD |
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Date: January 23, 2015 |
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By: |
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/s/ Seong Woo Nam |
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Name: |
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Seong Woo Nam |
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Title: |
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Chairman and CEO |
Exhibit 99.1
HANWHA SOLARONE AMENDS SHAREHOLDER CIRCULAR TO REFLECT RESTRUCTURING OF Q CELLS
SHANGHAI, January 23, 2015Hanwha SolarOne Co. Ltd. (the Company, or SolarOne), a top-10 global photovoltaic
manufacturer of high-quality, cost-competitive solar modules, today announced that it will file with the Securities and Exchange Commission supplemental information to the shareholder circular (the Circular) dated December 24, 2014
regarding the proposed acquisition of Hanwha Q CELLS Investment Co., Ltd. (Q CELLS).
The supplement highlights, among other things:
On January 21, 2015, Q CELLS announced that it will launch a program to sharpen its international profile of R&D and production, designed to further
improve cost and efficiency and increase its overall competitiveness.
As part of the program, Q CELLS German site will cease production as of
March 1, 2015. At present, its German site has production capacities of 230 MW for cells and 130 MW for modules respectively. Q CELLS intends to transfer the respective production equipment to more cost competitive sites, namely its main
production site in Cyberjaya, Malaysia for cells, and another site to be determined later for modules. The organization in Germany will be restructured accordingly and be focused on its core functions: Research & Development (R&D),
Quality Management, Component Sales and Power Plant Solutions Business.
Q CELLS will enter into negotiations with the works council in Germany
immediately in order to reach an agreement on the terms and conditions of the restructuring program. The production transfer to other sites and the corresponding reshaping is estimated to lead to a reduction of the workforce in Germany by around 550
positions. Around 350 jobs will be maintained at Q CELLS in Germany. While Q CELLS expects the program to enhance its cost competitiveness in the long term, it may not realize all of the anticipated benefits of the program or those benefits may take
longer to realize than expected. Q CELLS also expects that it will incur restructuring cost in the near term in connection with the program.
About Hanwha SolarOne
Hanwha SolarOne Co., Ltd. (NASDAQ: HSOL) is one of the top 10 photovoltaic module manufacturers in the world, providing cost-competitive, high quality PV
modules. It is a flagship company of Hanwha Group, one of the largest business enterprises in South Korea. Hanwha SolarOne serves the utility, commercial, government and residential markets through a growing network of third-party distributors, OEM
manufacturers and system integrators. The company maintains a strong presence worldwide, with a global business network spanning Europe, North America, Asia, South America, Africa and the Middle East. As a responsible company committed to
sustainability, Hanwha SolarOne is an active member of the PV Cycle take-back and recycling program. On December 8, 2014 the Company announced the acquisition of Hanwha Q CELLS in an all-stock transaction, which is expected to close during the
first quarter of 2015 (see filings with the SEC for full disclosure). For more information, please visit: investors.hanwha-solarone.com.
Forward-Looking Safe-Harbor Statement
This press release
contains forward-looking statements. These statements constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as will, expects, anticipates, future,
intends, plans, believes, estimates and similar statements. Among other things, the quotations from management in this press release and the Companys operations and business outlook, contain
forward-looking statements. Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Further information regarding these and other risks is included in
Hanwha SolarOnes filings with the U.S. Securities and Exchange Commission, including its annual report on Form 20-F and the Circular. Except as required by law, the Company does not undertake any obligation to update any forward-looking
statements, whether as a result of new information, future events or otherwise.
Note on the Limited Information in this Press Release
This press release does not contain all relevant information relating to the Company or its securities, particularly with respect to the risks and special
considerations involved with an investment in the securities of the Company, and this press release is qualified in its entirety by reference to the detailed information appearing in the Circular. See Risk Factors of the Circular for
more information.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities,
nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
For further information, please contact:
Investor Contact:
Paul Combs
V.P. of Investor Relations
6th Floor, Yongda International Tower
2277 Longyang Road, Shanghai, PRC 201204
P. R. China
Tel: 86-21-3852 1533
/ Mobile: 86 138 1612 2768
E-mail: paul.combs@hanwha-solarone.com
Source: Hanwha SolarOne Co. Ltd.
Exhibit 99.2
Supplemental Information to the Shareholder Circular Dated December 24, 2014
As announced previously, Hanwha SolarOne Co., Ltd. (SolarOne) (NASDAQ: HSOL), Hanwha Solar Holdings Co., Ltd. (HSH) and Hanwha Q CELLS
Investment Co., Ltd. (Q CELLS) entered into a share purchase agreement on December 8, 2014 under which SolarOne will acquire 100% of the outstanding share capital of Q CELLS from its sole shareholder, HSH, in an all-stock
transaction. The transaction was approved by the board of directors of both companies and is expected to close in the first quarter of 2015, subject to shareholder and regulatory approvals.
In connection with the transaction, SolarOne has provided a shareholder circular, dated December 24, 2014 (the Shareholder Circular), to its
shareholders, which is available on SolarOnes Internet website at investors.hanwha-solarone.com and was furnished to the U.S. Securities and Exchange Commission under the cover of Form 6-K on December 24, 2014. The information set
forth below supplements the Shareholder Circular and is incorporated by reference into the Shareholder Circular.
On January 21, 2015, Q CELLS
announced that it will launch a program to sharpen its international profile of R&D and production, designed to further improve cost and efficiency and increase its overall competitiveness.
As part of the program, Q CELLS German site will cease production as of March 1, 2015. At present, its German site has production capacities of 230
MW for cells and 130 MW for modules respectively. Q CELLS intends to transfer the respective production equipment to more cost competitive sites, namely its main production site in Cyberjaya, Malaysia for cells, and another site to be determined
later for modules. The organization in Germany will be restructured accordingly and be focused on its core functions: Research & Development (R&D), Quality Management, Component Sales and Power Plant Solutions Business.
Q CELLS will enter into negotiations with the works council in Germany immediately in order to reach an agreement on the terms and conditions of the
restructuring program. The production transfer to other sites and the corresponding reshaping is estimated to lead to a reduction of the workforce in Germany by around 550 positions. Around 350 jobs will be maintained at Q CELLS in Germany. While Q
CELLS expects the program to enhance its cost competitiveness in the long term, it may not realize all of the anticipated benefits of the program or those benefits may take longer to realize than expected. Q CELLS also expects that it will incur
restructuring cost in the near term in connection with the program.
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