Report of Foreign Issuer (6-k)
04 Februar 2015 - 12:35PM
Edgar (US Regulatory)
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 February 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.
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: February 4, 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 ANNOUNCES SHAREHOLDER RESOLUTIONS
ADOPTED AT EGM
SHANGHAI, PRC
February 4, 2015 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.
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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. |
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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 Companys 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. |
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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. |
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It was resolved as a special resolution that the change of the Companys 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: www.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 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. 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.
Investor Relations
For further information, please
contact:
Hanwha SolarOne:
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
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