China Solar & Clean Energy Solutions, Inc. Announces the Entry of the Share Transfer and Investment Agreement with Beijing Northern Solar Facilities Co., Ltd.
BEIJING, Oct. 19, 2011 /PRNewswire-Asia/ — China Solar & Clean Energy Solutions, Inc. (OTC Bulletin Board: CSOL) (‘CSOL’ or the ‘Company’), a premier manufacturer and distributor of solar water heaters, space heating devices, and integrated low carbon solutions providers in the People’s Republic of China, today announced the entry of the Share Transfer and Investment Agreement with Beijing Northern Solar Facilities Co., Ltd. and its seven (7) individual shareholders (the “selling shareholders”), who owned 100% outstanding shares of Northern Solar, pursuant to which our wholly owned subsidiary Deli Solar (Beijing) will acquire 88% of outstanding shares of Northern Solar.
Deli Solar (Beijing) will acquire the total 88% of outstanding shares of Northern Solar from the seven (7) selling shareholders: Donghua Xie, Jianguo Yu, Jinhai Zhang, Fuhe Zhen, Baohui Zhu, Xiurong Li and Youyi Wang and the remaining six (6) selling shareholders will obtain 12% of total outstanding shares (upon the share transfer, Jianguo Yu will no longer own the shares of Northern Solar). The total share purchase price is RMB 960,000 (USD 150,420) to the selling shareholders.
Under the Agreement, Deli Solar will increase the registered capital by investing an additional capital of RMB 800,000 (USD 125,350) into Northern Solar. Deli Solar will deposit RMB 1.76mm (USD $275,770) with Northern Solar as a loan and the share transfer will occur upon completion of due diligence and auditing services on Northern Solar. The loan will be automatically converted to share transfer purchase price payable to the selling shareholders and increased registered capital in Northern Solar.
Under the Agreement, if any party breach the Agreement, the breaching party will be responsible for a total default payment of RMB 100,000 (USD 15,669) to the other party.
Upon the completion of share transfer, Deli Solar will have four out of five directors on the Board of Northern Solar. Deli Solar will appoint the chairman of the board and the corporate representative registered with the local authorities. Upon the completion of share transfer, Northern Solar will have two (2) supervising officers appointed by Deli Solar and selling shareholders. Northern Solar will have the CEO, CFO, and two vice presidents appointed by the Board upon the share transfer.
About China Solar & Clean Energy Solutions, Inc.
China Solar & Clean Energy Solutions, Inc. operates through its subsidiaries Bazhou Deli Solar Energy Heating Co. Ltd. (‘Deli Solar (Bazhou)’), Beijing Deli Solar Technology Development Co., Ltd., and Tianjin Huaneng Group, all located in the PRC. The Company manufactures and distributes various forms of alternative energy systems including solar thermal systems for hot water and space heating, industrial heat recovery systems, and solar-powered lighting devices. Currently, the Company has changed its strategic development from solar thermal products marketing to large-scale engineering projects and a provider of low-carbon integrated solutions.
For more information, please visit http://www.delisolar.com
Safe Harbor Statement:
Certain statements in this news release may contain forward-looking information about China Solar & Clean Energy Solutions and its subsidiaries business and products within the meaning of Rule 175 under the Securities Act of 1933 and Rule 3b-6 under the Securities Exchange Act of 1934, and are subject to the safe harbor created by those rules. The actual results may differ materially depending on a number of risk factors including, but not limited to, the general economic and business conditions in the PRC, market and customer acceptance and demand for products, ability to market products, fluctuations in foreign currency markets, the use of estimates in the preparation of financial statements, the impact of competitive products and pricing, the ability to develop and launch new products on a timely basis, the regulatory environment, fluctuations in operating results, and various other factors beyond its control. All forward-looking statements are expressly qualified in their entirety by this Cautionary Statement and the risks factors detailed in the Company’s reports filed with the Securities and Exchange Commission. China Solar & Clean Energy Solutions undertakes no duty to revise or update any forward-looking statements to reflect events or circumstances after the date of this release.
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SOURCE China Solar & Clean Energy Solutions, Inc.