BEIJING, CHINA: China Solar & Clean Energy Solutions Inc., 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, announced the entry of the Share Transfer and Investment Agreement with Beijing Northern Solar Facilities Co. Ltd and its seven (7) individual shareholders, who owned 100 percent outstanding shares of Northern Solar, pursuant to which our wholly owned subsidiary Deli Solar (Beijing) will acquire 88 percent of outstanding shares of Northern Solar.
Deli Solar (Beijing) will acquire the total 88 percent 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 percent 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 ($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 ($125,350) into Northern Solar. Deli Solar will deposit RMB 1.76 million ($$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 ($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.