SHANGHAI, Feb. 4, 2015 /PRNewswire/ -- Hanwha SolarOne Co.,
Ltd. ("Hanwha SolarOne" or the "Company") (NASDAQ:
HSOL), top-10 global photovoltaic manufacturer of high-quality,
cost-competitive solar modules, announced its shareholders adopted
the following resolutions at its extraordinary general meeting of
shareholders ("Meeting") held in Shanghai, China.
- It was resolved as a special resolution that the issuance of
3,701,145,330 of the ordinary shares of a par value of US$0.0001 each (each, a "Share") of the Company to Hanwha Solar Holdings Co., Ltd.
("Parent") as contemplated by the Share
Purchase Agreement, dated as of December 8,
2014 (the "Purchase Agreement"),
among Parent, Hanwha Q CELLS Investment Co., Ltd.
("Q CELLS") and the Company, and subject
to the Purchase Agreement and in connection with the transactions
contemplated thereby, including entering into the Shareholder
Agreement, dated as of December 8,
2014, between the Company and Parent (the "Transaction") be approved.
- It was resolved as a special resolution that the amendment and
restatement of the Memorandum and Articles of Association of the
Company currently in effect (the "Memorandum
and Articles of Association") by their deletion in their
entirety and the substitution in their place of the Second Amended
and Restated Memorandum and Articles of Association (the
"New Articles"), conditional upon and
effective immediately prior to the closing of the Transaction,
providing for, among other things, (i) the increase in capital as
set out in the Increase of Capital Resolution (as defined below),
(ii) the change of the Company's name as set out in the Change of
Name Resolution (as defined below), and (iii) other corporate
governance and related matters with respect to the Company, in the
form attached to the EGM minutes and made available to shareholders
of the Company at the Meeting be approved.
- It was resolved as a special resolution that the increase in
the authorized share capital of the Company from US$100,000 divided into 1,000,000,000 Shares to
US$700,000 divided into 7,000,000,000
Shares by the creation of an additional 6,000,000,000 Shares that
will rank pari passu in all respects with the existing Shares,
conditional upon and effective immediately prior to the closing of
the Transaction (the "Increase of Capital
Resolution") be approved.
- It was resolved as a special resolution that the change of the
Company's name to Hanwha Q CELLS Co., Ltd., conditional upon and
with effect from the closing of the Transaction (the
"Change of Name Resolution") be
approved.
About Hanwha SolarOne
Hanwha SolarOne Co., Ltd. (NASDAQ: HSOL) is a
vertically-integrated manufacturer of silicon ingots, wafers, PV
cells and modules. Hanwha SolarOne offers high-quality,
reliable products and services at competitive prices.
Partnering with third-party distributors, OEM manufacturers, and
systems integrators, Hanwha SolarOne serves the utility,
commercial, government, and residential markets. Hanwha
SolarOne maintains a strong presence worldwide, with employees
located throughout Europe,
North America and Asia, and embraces environmental
responsibility and sustainability, with an active role in the
voluntary photovoltaic recycling program. For more
information, please visit: http://investors.hanwha-solarone.com
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 Company's 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
SolarOne's filings with the U.S. Securities and Exchange
Commission, including its annual report on Form 20-F. 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.
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SOURCE Hanwha SolarOne Co., Ltd.