Issuer:
|
Solarfun Power Holdings Co., Ltd. | |
NASDAQ Symbol:
|
SOLF | |
Securities Offered:
|
7,843,140 American Depositary Shares (ADSs) representing 39,215,700 ordinary shares of the issuer. | |
Over-allotment Option:
|
1,176,471 ADSs representing 5,882,355 ordinary shares of the issuer. | |
Price to Public:
|
$15.00 per ADS | |
NASDAQ Closing Price
on January 23, 2008:
|
$16.81 per ADS | |
Trade Date:
|
January 23, 2008 | |
Settlement Date:
|
January 29, 2008 | |
Underwriter:
|
Morgan Stanley & Co. Incorporated | |
Ordinary Shares Outstanding Following this Offering: |
281,170,444 ordinary shares (including 39,215,700 ordinary shares represented by the ADSs in this offering) (or 287,052,799 ordinary shares (including 45,098,055 ordinary shares represented by the ADSs in this offering) if the underwriter exercises its option in full). | |
Directed ADSs:
|
At the issuers request, the underwriter has reserved for sale, at the price to public, 1,000,000 ADSs for Good Energies II LP, an affiliate of the issuer. The number of ADSs available for sale to the general public will be reduced by the number of ADSs reserved for Good Energies II LP. | |
Concurrent Offering:
|
Concurrently with this offering of ADSs, the issuer is offering, by
means of a separate private placement, US$150,000,000 aggregate
principal amount of its 3.50% Convertible Senior Notes due January
15, 2018 (the convertible notes) (or US$172,500,000 aggregate
principal amount of convertible notes if the initial purchasers
exercise their option to purchase additional convertible notes in
full). The net proceeds from the sale of the convertible notes, offered concurrently with this offering, will be approximately US$144.5 million after deducting the initial purchasers discount and estimated offering expenses. If the initial purchasers exercise in full their option to acquire additional convertible notes, the net proceeds will be approximately US$168.8 million. The delivery of the ADSs is contingent upon the closing of the concurrent offering of the convertible notes, and the closing of the offering of the convertible notes is contingent upon the delivery by the issuer of the ADSs. |
Use of Proceeds:
|
The issuer will not receive any proceeds from the sale of the ADSs
in this offering. An affiliate of the underwriter will receive all
the proceeds from the sale of the ADSs. Such affiliate has informed
the issuer that it intends to use the short position created by the
repurchase provisions of a share issuance and repurchase agreement
dated January 23, 2008 and the concurrent sale of the ADSs by means
of this offering to facilitate transactions by which investors in
the issuers convertible notes may hedge their investments through
privately negotiated transactions. The share issuance and repurchase agreement will terminate on February 15, 2018, or, if earlier, the date as of which the issuer terminates such agreement at any time after the entire principal amount of the convertible notes ceases to be outstanding as a result of conversion, repurchase, cancellation or redemption, or earlier in certain circumstances. |
|
Offering Expenses:
|
The expenses of this offering and the concurrent private placement of the convertible notes are estimated to be US$1,525,320 (excluding underwriting discounts and commissions payable in connection with the concurrent private placement of the convertible notes), including SEC registration fees of US$4,820, Financial Industry Regulatory Authority filing fees of US$15,500, printing expenses of approximately US$275,000, legal fees of approximately US$850,000, accounting fees of approximately US$200,000, and travel and other out-of-pocket expenses of approximately US$180,000. |
As of September 30, 2007 | ||||||||||||||||
As | As | |||||||||||||||
Actual | Actual | Adjusted | Adjusted | |||||||||||||
(RMB) | (US$) | (RMB) | (US$) | |||||||||||||
(in thousands) | ||||||||||||||||
Long-term borrowings. |
7,000 | 934 | 1,089,708 | 145,434 | ||||||||||||
Mezzanine equity |
||||||||||||||||
Redeemable ordinary
shares, US$0.0001 par
value, 39,215,700 shares
issued and outstanding |
29 | 4 | ||||||||||||||
Shareholders equity |
||||||||||||||||
Ordinary shares,
US$0.0001 par value,
500,000,000 shares
authorized; and
240,024,754 shares issued
and
outstanding
(1) |
193 | 25 | 193 | 25 | ||||||||||||
Additional paid-in capital |
1,581,294 | 211,042 | 1,581,294 | 211,042 | ||||||||||||
Statutory reserve |
28,309 | 3,779 | 28,309 | 3,779 | ||||||||||||
Retained earnings |
165,782 | 22,125 | 165,782 | 22,125 | ||||||||||||
Total shareholders equity |
1,775,578 | 236,971 | 1,775,578 | 236,971 | ||||||||||||
Total capitalization |
1,782,578 | 237,905 | 2,865,325 | 382,409 |
(1) | Excludes 10,799,685 ordinary shares reserved for future issuance under the issuers 2006 equity incentive plan. |