LUXEMBOURG and DONGYING, China, June 10th, 2011 /PRNewswire-Asia/ -- CNPV Solar Power SA, a public limited liability company organized under the laws of the Grand Duchy of Luxembourg and a leading integrated manufacturer of solar photovoltaic products, announced today that, The shareholders of CNPV Solar Power SA (the "Company") are hereby kindly invited to attend the EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS of the Company, which will be held on June 22, 2011 at 2:00 p.m. at 23 Val Fleuri, L-1526 Luxembourg, Grand Duchy of Luxembourg, in the presence of a Luxembourg notary public, to act on agenda set forth hereunder.
Agenda:
1. Acknowledgment of the special report issued by the board of directors of the Company in accordance with Article 32-3 (5) of the Luxembourg act of 10 August 1915 on commercial companies as amended, on the power to be granted to the Company's board of directors to suppress or limit the preferential subscription rights of existing shareholders of the Company when issuing new shares within the limits of the Company's authorized (unissued) share capital and on the suppression of the preferential subscription rights in relation to the increase of the subscribed capital and the issuance of preference shares of the Company (each a "Preference Share", which term shall include any preference share issued by the Company) to BARRON PARTNERS L.P., Matthew M. HAYDEN and Steve MAZUR.
2. Increase and renewal of the authorized (unissued) share capital of the Company for an aggregate amount of four million euro (EUR 4,000,000) represented by twenty five million (25,000,000) Common Shares with a par value of ten euro cents (EUR 0.10) each and by fifteen million (15,000,000) Preference Shares with a par value of ten euro cents (EUR 0.10) each having the rights and obligations set forth in the Company's Articles of Association, for a period of five (5) years starting from the day on which the deed recording the minutes of the extraordinary general meeting of shareholders is published in the Luxembourg Official Gazette (Mémorial C); authorization of the board of directors to suppress or limit the preferential subscription rights of existing shareholders when issuing new shares within the limits of the authorized (unissued) share capital and to issue new shares within the limits of the authorized (unissued) share capital for consideration in cash or in kind including but not limited to the conversion of any convertible debt instrument or the exercise of the subscription rights under any warrant that may be issued by the Company from time to time, including for the purpose of any employee stock option plan.
3. Amendment of Article 5 of the Company's Articles of Association to reflect the resolutions adopted in connection with item 2 of the agenda.
4. Approval and ratification of the SECURITY PURCHASE AGREEMENT between CNPV SOLAR POWER S.A., BARRON PARTNERS L.P. ("Barron"), Matthew HAYDEN ("Hayden") and Steve MAZUR ("Mazur") dated 29 April, 2011 (the "Barron SPA").
5. Approval of the increase of the corporate capital of the Company by an amount of EUR 280,250 - by the issuance of 2,802,500 Preference Shares having each a par value of EUR 0.10 and having the rights and obligations set forth in the Company's Articles of Association for a subscription price of US$ 1.695 [to be converted in Euro by using the middle rate provided by Oanda as at 20 June, 2011] per share to BARRON PARTNERS L.P., a limited partnership organized under the laws of the State of Delaware, United States of America, with registered office at 730 Fifth Avenue, 26 th floor, NY 10019 New York, U.S.A., and suppression of the preferential subscription rights of existing shareholders in relation to this increase of capital.
6. Approval of the increase of the corporate capital of the Company by an amount of EUR 8,850- by the issuance of 88,500 Preference Shares having each a par value of EUR 0.10 and having the rights and obligations set forth in the Company's Articles of Association for a subscription price of US$ 1.695 [to be converted in Euro by using the middle rate provided by Oanda as at 20 June, 2011] per share to Matthew M. HAYDEN, an individual residing at 2975 Highway AIA, Unit 131, Melbourne, FL 32951, United States of America, and suppression of the preferential subscription rights of existing shareholders in relation to this increase of capital.
7. Approval of the increase of the corporate capital of the Company by an amount of EUR 5,900- by the issuance of 59,000 Preference Shares having each a par value of EUR 0.10 and having the rights and obligations set forth in the Company's Articles of Association for a subscription price of US$ 1.695 [to be converted in Euro by using the middle rate provided by Oanda as at 20 June, 2011] per share to Steve Mazur, a citizen of the State of Pennsylvania with his address at 2517 Old Harrow Court, Hellertown, PA 18055 USA, and suppression of the preferential subscription rights of existing shareholders in relation to this increase of capital.
8. Amendment of Article 5 of the Company's Articles of Association to reflect the resolutions adopted in connection with items 5, 6 and 7 of the agenda.
9. Approval of the SECURITY PURCHASE AGREEMENT between CNPV SOLAR POWER S.A. and YELLOW RIVER DELTA INVESTMENT CENTER LP ("YR Delta") dated April 7, 2011 (as amended) (the "YRD SPA").
10. Authorization to the Board of Directors of the Company to take all actions necessary to complete the transactions contemplated under the Barron SPA and the YRD SPA.
11. Increase of the number of directors to raise it from six to nine.
12. Nomination of four new directors.
13. Amendment of Article 6 of the Company's Articles of Association relating to the specific features of the Company's shares and determining notably specific characteristics for the preference shares.
14. Amendment of Article 16 of the Company's Articles of Association relating to dividend distributions.
15. Amendment of Article 17 of the Company's Articles of Association which relates to the liquidation process.
16. Authorize the Board of Directors to determine the exchange for a future public offering of the Company and take all necessary actions for such public offering.
17. Other matters.
It is reminded to the shareholders that they may attend the general meeting by way of videoconference. They may also appoint a proxy to represent them at the meeting.
A hard copy of the Barron SPA and YRD SPA will be distributed at the extraordinary general meeting for review and approval and are available upon request addressed to the board of directors of the Company. In addition, the full text of the suggested amendments to the Company's articles of association as well as a pro-format power of attorney is available on the group website www.cnpv-power.com.
The Board of Directors. Référence de publication: 2011075222/565/76.
About CNPV
CNPV Solar Power SA (NYSE Euronext: ALCNP), through its wholly-owned subsidiary, CNPV Dongying Solar Power Company Limited, is a leading integrated manufacturer of solar photovoltaic products from the production of ingots, wafers and cells to the assembly of PV modules. CNPV designs, manufactures and supplies highly efficient and cost effective crystalline solar photovoltaic modules. Reliability & longevity are built into our world-class crystalline solar photovoltaic modules, which undergo rigorous internal tests and external certifications (IEC61215, IEC61730, UL, and CE) to ensure peak performance and safety. For further information, please visit CNPV's website at http://www.cnpv-power.com.
Safe Harbor Statement
This announcement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact in this announcement are forward-looking statements, including but not limited to, CNPV's ability to raise additional capital to finance its activities; the effectiveness, profitability, and marketability of its products; the future trading of the securities of the Company; the ability of the Company to operate as a public company; the period of time for which its current liquidity will enable the Company to fund its operations; the Company's ability to protect its proprietary information; general economic and business conditions; the volatility of the Company's operating results and financial condition; the Company's ability to attract or retain qualified senior management personnel and research and development staff; and other risks detailed in the Company's filings with the Euronext in Paris. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations, assumptions, estimates and projections about the companies and the industry. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or to changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward looking statements are reasonable, they cannot assure you that their expectations will turn out to be correct, and investors are cautioned that actual results may differ materially from the anticipated results.
For more information, please contact:
CNPV Solar Power SA
B.Veerraju Chaudary, COO, CTO & Member of the Board
Phone: +86-13656-473355,
Email: chaudary@cnpv-power.com
Bill Milewski, VP-Investor Relations,
Phone: +86-546-779-5555
E-mail: ir@cnpv-power.com
SOURCE: CNPV Solar Power SA
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