Hanwha Solarone: Fusion mit Hanwha Q-Cells
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SHANGHAI - Hanwha SolarOne Co., Ltd. ("Hanwha SolarOne" or the "Company") (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. (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