LUXEMBOURG and DONGYING, China, July 8, 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 the launch of four share capital increases by an extraordinary shareholders meeting on June 22, 2011 followed by a meeting of the board of directors on July 8, 2011.

1. Issuance of 2,950,000 Preference shares for a subscription price of US$ 1.695 each (1.184 euro according to the middle rate provided by Oanda as at June 20) to Barron Partners L.P. and two U.S. residents according to a security purchase settlement agreement dated April 29, 2011

Following the signature of a security purchase settlement agreement with three U.S. investors (Barron Partners L.P. and two U.S. residents), the extraordinary shareholders meeting decided to approve and ratify said security purchase settlement agreement and subsequently to issue 2,950,000 Preference shares each having a par value of 0.10 euro for a subscription price of US$ 1.695 (1.184 euro according to the middle rate provided by Oanda as at June 20) to be paid by conversion and subsequent termination of an uncontested, current and immediately exercisable claim against CNPV Solar Power.

2. Issuance of 2,000,000 Preference shares for a subscription price of US$ 2.50 each to Yellow River Delta Investment Center LP according to a security purchase agreement dated April 7, 2011

CNPV Solar Power also announces the signature of a security purchase agreement with Yellow River Delta Investment Center LP, a Chinese investor. The extraordinary shareholders meeting decided to approve and ratify this security purchase agreement.

The Board of Directors, which was granted with full powers to execute and finalise the transactions contemplated under these securities purchase agreements, decided to issue 2,000,000 Preference shares each having a par value of 0.10 euro for a subscription price of US$ 2.5 (1.7418 euro exchange rate applied by the CNPV Solar Power’s bank as at July 8, 2011) to Yellow River Delta Investment Center LP.

3. Issuance of 2,750,000 common shares for a subscription price of US$ 2.50 each (1.747 euro according to the middle rate provided by Oanda as at June 20) to qualified existing shareholders

The Board of Directors also decided upon a share capital increase of 2,750,000 common shares each having a par value of 0.10 euro for a subscription price of US$ 2.5 in common shares with suppression of the preferential subscription right for an amount of 6,875,000 USD (4,804,318.75 euro according to the middle rate provided by Oanda as at June 20) pursuant to the decision of the extraordinary shareholders meeting increasing and renewing the authorized share capital of the Company for twenty five million (25,000,000) common shares on June 22, 2011.

From July 8 to August 8, 2011, the qualified shareholders (consisting of institutional investors as determined by the board of directors) granted with a subscription right by the board of directors may subscribe to a number of shares that is proportional to their respective shareholding. The subscription rights have been attributed as follows: 

The qualified shareholders will have to notify to CNPV Solar Power their intention to subscribe to all or part of such shares and to wire the corresponding funds to the Company’s bank account dedicated to such subscription before August 8, 2011. A subscription form for the increase of capital of CNPV Solar Power will be sent to the qualified shareholders right after this meeting of board of directors.

In a second step, in case some of the qualified shareholders are not willing to subscribe some or all the new common shares, they shall have the right to transfer their rights to subscribe some or all the new common shares allocated to them to other qualified shareholders appointed by them or shall authorize the board of directors to offer the unsubscribed shares to other qualified shareholders willing to subscribe. Once CNPV Solar Power is informed of the options taken by all qualified shareholders upon receipt of the completed and duly signed subscription forms, the qualified shareholders which are given the rights and willing to subscribe to a number of additional common shares have to wire the corresponding funds to CNPV Solar Power’s bank account dedicated to such subscription before September 8, 2011.

In case some qualified shareholders authorize the board of directors to offer the unsubscribed shares to other qualified shareholders willing to subscribe, a meeting of board of directors shall be held.

In case only part of the issue of 2,750,000 common shares is subscribed, the share capital increase will be limited to the subscribed shares at the end of the second subscription period.

The cash contribution made by each qualified shareholder will be converted into Euros by using the exchange rate applied by CNPV Solar Power’s bank upon receipt of the funds in CNPV Solar Power’s Luxembourg Euros bank account. The difference between such Euro amounts and the aggregate nominal value of the subscribed common shares will be booked as share premium.

According to article L. 411-2 of the Monetary and Financial Code and to article 211-2 of the rules of the Autorité des Marchés Financiers, a prospectus will not be issued for this transaction.

4. Issuance of 1,255,972 common shares at their nominal value to executives officers, employees and independent directors

CNPV Solar Power put in place an incentive plan dedicated to executive officers, employees and independent directors. Part of this incentive plan allows such beneficiaries to acquire shares of CNPV Solar Power at their nominal value, i.e. 0.10 euro. The total number of common shares to be issued in the framework of the above-mentioned incentive plan will be limited to a maximum number of 1,255,972.

These common shares are issued to CNPV DONGYING and will be held in an escrow account opened with an escrow agent and shall be released to designated executive officers, employees and independent directors of CNPV Solar Power upon a public offering, or will be returned to CNPV Solar Power’s treasury and cancelled if the common shares are not listed on or before December 31, 2012. If the common shares of CNPV Solar Power are not listed on or before December 31, 2012, the board will submit a proposal to the shareholders meeting to adopt a resolution to approve the acquisition by CNPV Solar Power of the above mentioned shares issued to CNPV DONGYING for the same price it paid.

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.

Subsequent to the fourth quarter of 2010, CNPV inaugurated the first largest utility scale 7 MWp solar power project in Shandong province of China as part of the National Golden Sun Program. Also CNPV entered into a strategic partnership agreement with JIT Solaire, a leading project developer and installer of solar photovoltaic systems based in France for the supply of 20 MWp until 2012, and began a long-term strategic partnership agreement with Sun'R SAS, a leading project developer of solar photovoltaic projects starting with a commitment to supply 14 MWp deliveries in 2011.

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: +86-546-7795555
E-mail: ir@cnpv-power.com

SOURCE:  CNPV Solar Power SA