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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Solarfun Power Holdings Co., Ltd.
(Name of Issuer)
Ordinary Shares, par value $0.001 per share
(Title of Class of Securities)
(CUSIP Number)
Good Energies General Partner Jersey Limited
9 Hope Street
St. Helier
Jersey, Channel Islands JE2 3NS
Facsimile No.: 44 1534 754 510
Attn: Fintan Michael Kennedy
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. |
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83415U108 |
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Page |
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1 |
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of |
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17 |
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1 |
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NAMES OF REPORTING PERSONS
Good Energies II LP, acting by its general partner, Good Energies General Partner Jersey Limited |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) þ |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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AF |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Jersey, Channel Islands
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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83,178,005 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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92,717,487 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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83,178,005 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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175,895,492* |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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73.3%** |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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PN |
* Includes 83,178,005 ordinary shares, par value $0.0001 per share (Ordinary Shares), or American Depositary Shares (ADSs) in respect of such Ordinary Shares, of Solarfun Power Holdings Co., Ltd. owned of record by one or more of the Reporting Persons (as defined below) and an additional 92,717,487 Ordinary Shares or ADSs in respect of such Ordinary Shares of Solarfun Power Holdings Co. Ltd. owned of record by one or more of the Sellers (as defined below), which such additional Ordinary Shares and ADSs are subject to the Second Shareholders Agreement (as defined below). See Item 5 for more information.
** Based on 239,994,754 outstanding Ordinary Shares as reported on the Form 20-F of Solarfun Power Holdings Co., Ltd. filed with the Securities and Exchange Commission on July 2, 2007.
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CUSIP No. |
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83415U108 |
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Page |
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2 |
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of |
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17 |
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1 |
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NAMES OF REPORTING PERSONS
Good Energies Investments (Jersey) Limited |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) þ |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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AF |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Jersey, Channel Islands
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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83,178,005 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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92,717,487 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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83,178,005 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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175,895,492* |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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73.3%** |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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CO |
* Includes 83,178,005 ordinary shares, par value $0.0001 per share (Ordinary Shares), or American Depositary Shares (ADSs) in respect of such Ordinary Shares, of Solarfun Power Holdings Co., Ltd. owned of record by one or more of the Reporting Persons (as defined below) and an additional 92,717,487 Ordinary Shares or ADSs in respect of such Ordinary Shares of Solarfun Power Holdings Co. Ltd. owned of record by one or more of the Sellers (as defined below), which such additional Ordinary Shares and ADSs are subject to the Second Shareholders Agreement (as defined below). See Item 5 for more information.
** Based on 239,994,754 outstanding Ordinary Shares as reported on the Form 20-F of Solarfun Power Holdings Co., Ltd. filed with the Securities and Exchange Commission on July 2, 2007.
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CUSIP No. |
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83415U108 |
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Page |
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3 |
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of |
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17 |
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1 |
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NAMES OF REPORTING PERSONS
COFRA Jersey Limited |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) þ |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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AF |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Jersey, Channel Islands
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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83,178,005 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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92,717,487 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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83,178,005 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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0 |
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|
11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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|
175,895,492* |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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73.3%** |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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CO |
* Includes 83,178,005 ordinary shares, par value $0.0001 per share (Ordinary Shares), or American Depositary Shares (ADSs) in respect of such Ordinary Shares, of Solarfun Power Holdings Co., Ltd. owned of record by one or more of the Reporting Persons (as defined below) and an additional 92,717,487 Ordinary Shares or ADSs in respect of such Ordinary Shares of Solarfun Power Holdings Co. Ltd. owned of record by one or more of the Sellers as defined below), which such additional Ordinary Shares and ADSs are subject to the Second Shareholders Agreement (as defined below). See Item 5 for more information.
** Based on 239,994,754 outstanding Ordinary Shares as reported on the Form 20-F of Solarfun Power Holdings Co., Ltd. filed with the Securities and Exchange Commission on July 2, 2007.
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CUSIP No. |
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83415U108 |
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Page |
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4 |
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of |
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17 |
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1 |
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NAMES OF REPORTING PERSONS
COFRA Holding AG |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) þ |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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AF |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Switzerland
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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83,178,005 |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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92,717,487 |
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EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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83,178,005 |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
|
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|
|
|
0 |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
175,895,492* |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
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|
73.3%** |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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|
CO |
* Includes 83,178,005 ordinary shares, par value $0.0001 per share (Ordinary Shares), or American Depositary Shares (ADSs) in respect of such Ordinary Shares, of Solarfun Power Holdings Co., Ltd. owned of record by one or more of the Reporting Persons (as defined below) and an additional 92,717,487 Ordinary Shares or ADSs in respect of such Ordinary Shares of Solarfun Power Holdings Co. Ltd. owned of record by one or more of the Sellers (as defined below), which such additional Ordinary Shares and ADSs are subject to the Second Shareholders Agreement (as defined below). See Item 5 for more information.
** Based on 239,994,754 outstanding Ordinary Shares as reported on the Form 20-F of Solarfun Power Holdings Co., Ltd. filed with the Securities and Exchange Commission on July 2, 2007.
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CUSIP No. |
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83415U108 |
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Page |
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5 |
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of |
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17 |
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1 |
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NAMES OF REPORTING PERSONS
Good Energies (UK) LLP, acting by its managing member, Good Energies Investments Limited |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) þ |
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(b) o |
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3 |
|
SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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AF |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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|
o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United Kingdom
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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83,178,005 |
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SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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92,717,487 |
|
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|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
83,178,005 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
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|
|
|
0 |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
175,895,492* |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
73.3%** |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
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|
PN |
* Includes 83,178,005 ordinary shares, par value $0.0001 per share (Ordinary Shares), or American Depositary Shares (ADSs) in respect of such Ordinary Shares, of Solarfun Power Holdings Co., Ltd. owned of record by one or more of the Reporting Persons (as defined below) and an additional 92,717,487 Ordinary Shares or ADSs in respect of such Ordinary Shares of Solarfun Power Holdings Co. Ltd. owned of record by one or more of the Sellers (as defined below), which such additional Ordinary Shares and ADSs are subject to the Second Shareholders Agreement (as defined below). See Item 5 for more information.
** Based on 239,994,754 outstanding Ordinary Shares as reported on the Form 20-F of Solarfun Power Holdings Co., Ltd. filed with the Securities and Exchange Commission on July 2, 2007.
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CUSIP No. |
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83415U108 |
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Page |
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6 |
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of |
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17 |
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1 |
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NAMES OF REPORTING PERSONS
Good Energies AG |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) þ |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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AF |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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|
o |
|
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6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
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|
Switzerland
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7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
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83,178,005 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
92,717,487 |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
83,178,005 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
0 |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
175,895,492* |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
73.3%** |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
CO |
* Includes 83,178,005 ordinary shares, par value $0.0001 per share (Ordinary Shares), or American Depositary Shares (ADSs) in respect of such Ordinary Shares, of Solarfun Power Holdings Co., Ltd. owned of record by one or more of the Reporting Persons (as defined below) and an additional 92,717,487 Ordinary Shares or ADSs in respect of such Ordinary Shares of Solarfun Power Holdings Co. Ltd. owned of record by one or more of the Sellers (as defined below), which such additional Ordinary Shares and ADSs are subject to the Second Shareholders Agreement (as defined below). See Item 5 for more information.
** Based on 239,994,754 outstanding Ordinary Shares as reported on the Form 20-F of Solarfun Power Holdings Co., Ltd. filed with the Securities and Exchange Commission on July 2, 2007.
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CUSIP No. |
|
83415U108 |
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Page |
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7 |
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of |
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17 |
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1 |
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NAMES OF REPORTING PERSONS
FIDARC SARL |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) þ |
|
(b) o |
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|
3 |
|
SEC USE ONLY |
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|
|
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|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
|
|
AF |
|
|
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5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
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|
o |
|
|
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6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
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|
Luxembourg
|
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|
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|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
83,178,005 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
92,717,487 |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
83,178,005 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
0 |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
175,895,492* |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
73.3%** |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
CO |
* Includes 83,178,005 ordinary shares, par value $0.0001 per share (Ordinary Shares), or American Depositary Shares (ADSs) in respect of such Ordinary Shares, of Solarfun Power Holdings Co., Ltd. owned of record by one or more of the Reporting Persons (as defined below) and an additional 92,717,487 Ordinary Shares or ADSs in respect of such Ordinary Shares of Solarfun Power Holdings Co. Ltd. owned of record by one or more of the Sellers (as defined below), which such additional Ordinary Shares and ADSs are subject to the Second Shareholders Agreement (as defined below). See Item 5 for more information.
** Based on 239,994,754 outstanding Ordinary Shares as reported on the Form 20-F of Solarfun Power Holdings Co., Ltd. filed with the Securities and Exchange Commission on July 2, 2007.
|
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CUSIP No. |
|
83415U108 |
|
Page |
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8 |
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of |
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17 |
|
|
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|
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1 |
|
NAMES OF REPORTING PERSONS
Good Energies Inc |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) þ |
|
(b) o |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
|
|
AF |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
United States
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
83,178,005 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
92,717,487 |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
83,178,005 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
0 |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
175,895,492* |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
73.3%** |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
CO |
* Includes 83,178,005 ordinary shares, par value $0.0001 per share (Ordinary Shares), or American Depositary Shares (ADSs) in respect of such Ordinary Shares, of Solarfun Power Holdings Co., Ltd. owned of record by one or more of the Reporting Persons (as defined below) and an additional 92,717,487 Ordinary Shares or ADSs in respect of such Ordinary Shares of Solarfun Power Holdings Co. Ltd. owned of record by one or more of the Sellers (as defined below), which such additional Ordinary Shares and ADSs are subject to the Second Shareholders Agreement (as defined below). See Item 5 for more information.
** Based on 239,994,754 outstanding Ordinary Shares as reported on the Form 20-F of Solarfun Power Holdings Co., Ltd. filed with the Securities and Exchange Commission on July 2, 2007.
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CUSIP No. |
|
83415U108 |
|
Page |
|
9 |
|
of |
|
17 |
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|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
Good Energies Holdings Limited |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) þ |
|
(b) o |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
|
|
AF |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
Jersey, Channel Islands
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
83,178,005 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
92,717,487 |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
83,178,005 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
0 |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
175,895,492* |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
73.3%** |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
CO |
* Includes 83,178,005 ordinary shares, par value $0.0001 per share (Ordinary Shares), or American Depositary Shares (ADSs) in respect of such Ordinary Shares, of Solarfun Power Holdings Co., Ltd. owned of record by one or more of the Reporting Persons (as defined below) and an additional 92,717,487 Ordinary Shares or ADSs in respect of such Ordinary Shares of Solarfun Power Holdings Co. Ltd. owned of record by one or more of the Sellers (as defined below), which such additional Ordinary Shares and ADSs are subject to the Second Shareholders Agreement (as defined below). See Item 5 for more information.
** Based on 239,994,754 outstanding Ordinary Shares as reported on the Form 20-F of Solarfun Power Holdings Co., Ltd. filed with the Securities and Exchange Commission on July 2, 2007.
|
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CUSIP No. |
|
83415U108 |
|
Page |
|
10 |
|
of |
|
17 |
|
|
|
|
|
|
1 |
|
NAMES OF REPORTING PERSONS
The Banbury Settlement, acting through Fircroft Limited, as trustee |
|
|
|
|
|
|
2 |
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
(a) þ |
|
(b) o |
|
|
|
3 |
|
SEC USE ONLY |
|
|
|
|
|
|
|
4 |
|
SOURCE OF FUNDS (SEE INSTRUCTIONS) |
|
|
|
AF |
|
|
|
5 |
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
|
|
|
o |
|
|
|
6 |
|
CITIZENSHIP OR PLACE OF ORGANIZATION |
|
|
|
Channel Islands
|
|
|
|
|
|
7 |
|
SOLE VOTING POWER |
|
|
|
NUMBER OF |
|
83,178,005 |
|
|
|
|
SHARES |
8 |
|
SHARED VOTING POWER |
BENEFICIALLY |
|
|
OWNED BY |
|
92,717,487 |
|
|
|
|
EACH |
9 |
|
SOLE DISPOSITIVE POWER |
REPORTING |
|
|
PERSON |
|
83,178,005 |
|
|
|
|
WITH |
10 |
|
SHARED DISPOSITIVE POWER |
|
|
|
|
|
0 |
|
|
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
|
|
|
175,895,492* |
|
|
|
12 |
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
|
|
|
o
|
|
|
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
|
|
|
73.3%** |
|
|
|
14 |
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
|
|
|
OO |
* Includes 83,178,005 ordinary shares, par value $0.0001 per share (Ordinary Shares), or American Depositary Shares (ADSs) in respect of such Ordinary Shares, of Solarfun Power Holdings Co., Ltd. owned of record by one or more of the Reporting Persons (as defined below) and an additional 92,717,487 Ordinary Shares or ADSs in respect of such Ordinary Shares of Solarfun Power Holdings Co. Ltd. owned of record by one or more of the Sellers (as defined below), which such additional Ordinary Shares and ADSs are subject to the Second Shareholders Agreement (as defined below). See Item 5 for more information.
** Based on 239,994,754 outstanding Ordinary Shares as reported on the Form 20-F of Solarfun Power Holdings Co., Ltd. filed with the Securities and Exchange Commission on July 2, 2007.
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|
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|
|
|
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|
CUSIP No. |
|
83415U108 |
|
Page |
|
11 |
|
of |
|
17 |
Item 1. Security and Issuer.
This statement relates to the ordinary shares, par value $0.0001 per share (Ordinary Shares)
and American Depositary Shares (ADSs), of Solarfun Power Holdings Co., Ltd., a company organized
under the laws of the Cayman Islands (the Issuer). Each ADS represents five (5) Ordinary Shares.
The principal executive offices of the Issuer are located at 666 Linyang Road, Qidong, Jiangsu
Province 226200, Peoples Republic of China.
Item 2. Identity and Background.
(a) This statement is being filed jointly by the entities described below (collectively, the Reporting Persons).
|
(i) |
|
Good Energies II LP (GE II LP), is a limited partnership organized under
the laws of Jersey, the Channel Islands, acting by its general partner, Good Energies
General Partner Jersey Limited (GE General Partner), a company incorporated in
Jersey, the Channel Islands. |
|
|
(ii) |
|
Good Energies Investments (Jersey) Limited (GE Jersey), is a company
incorporated in Jersey, the Channel Islands, and is a limited partner of GE II LP. |
|
|
(iii) |
|
COFRA Jersey Limited (COFRA Jersey), is a company incorporated in
Jersey, the Channel Islands, and the sole stockholder of GE General Partner and GE
Jersey. |
|
|
(iv) |
|
COFRA Holding AG (CHAG), is a company incorporated in Switzerland and the
sole stockholder of COFRA Jersey. |
|
|
(v) |
|
Good Energies (UK) LLP (GE LLP), is a limited liability partnership
organized under the laws of the United Kingdom, acting by its managing member, Good
Energies Investments Limited (GE Investments), a company incorporated in the United
Kingdom. |
|
|
(vi) |
|
Good Energies AG (GE AG), is a company incorporated in Switzerland. |
|
|
(vii) |
|
FIDARC SARL (FIDARC), is a company incorporated in Luxembourg and the
sole stockholder of GE AG. |
|
|
(viii) |
|
Good Energies Inc (GE Inc), is a company incorporated in the United States. |
|
|
(ix) |
|
Good Energies Holdings Limited (GEHL), is a partnership organized in
Jersey, the Channel Islands, and the sole stockholder of each of FIDARC, GE
Investments and GE Inc. |
|
|
(x) |
|
The Bancroft Settlement, a trust acting through its trustee, Fircroft
Limited (Fircroft) (a company incorporated in Jersey, the Channel Islands), and the
sole stockholder of GEHL. |
This statement is being filed jointly by each of the Reporting Persons. A copy of the Joint
Filing Agreement among the Reporting Persons is attached hereto as Exhibit 1.
Principal Business:
(b) The address of the principal business office for each of GE II LP, GE General Partner, GE
Jersey and COFRA Jersey is 3rd Floor, Britannic House, 9 Hope Street, St Helier, Jersey JE2 3NS,
the Channel Islands.
The address of the principal business office of CHAG is Grafenauweg 10, Zug CH-6301,
Switzerland.
The address of the principal business offices for each of GE LLP and GE Investments is Fifth
Floor, 29 Farm Street, London, W1J 5RL, England.
The address of the principal business office of GE AG is Grafenauweg 4, CH-6301, Zug,
Switzerland.
The address of the principal business office of FIDARC is 48 Rue de Bragance, Luxembourg,
Grand Duchy of Luxembourg.
The address of the principal business office of GE Inc is 1114 Avenue of the Americas, Suite
2802, New York, NY 10036, USA.
The address of the principal business office of each of GEHL and Fircroft is Rathbone House 15
Esplanade St Helier Jersey JE1 1RB.
(c) GE II LP, acting through its general partner, GE General Partner, is engaged in the
business of making investments in the renewable energy sector. The principal activity of each of
COFRA Jersey, CHAG, GE Jersey, FIDARC and GEHL is acting as a holding company. GE LLP (acting
through its managing member GE Investments), GE Inc and GE AG are each an investment management and
advisory company. Fircroft is in the business of acting as corporate trustee for The Banbury
Settlement.
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CUSIP No. |
|
83415U108 |
|
Page |
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12 |
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of |
|
17 |
The name, business address, present principal occupation or employment and citizenship of the
directors and executive officers of each of the Reporting Persons is set forth on Schedule A
through Schedule J hereto, except with respect to GE II LP,
which acts through its general partner, GE General Partner, and GE LLP, which acts through its
managing member, GE Investments.
(d-e) During the past five years none of the Reporting Persons, nor to the best of the
Reporting Persons knowledge, any of the persons identified on Schedule A through Schedule J hereto
has (i) been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such laws.
(f) Each of GE II LP, GE General Partner, GE Jersey, GEHL, Fircroft and COFRA Jersey is a
citizen of the Channel Islands. GE LLP and GE Investments are citizens of the United Kingdom. GE
Inc is a citizen of the USA. GE AG and CHAG are citizens of Switzerland. FIDARC is a citizen of
Luxembourg.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Persons obtained all the funds for the Purchased Shares (as defined below)
through cash obtained from affiliates of the Reporting Persons.
Item 4. Purpose of Transaction.
As previously disclosed on a Schedule 13G filed pursuant to Rule 13d-1(d) under the Securities
Exchange Act of 1934, GE Jersey reported ownership of 15,027,312 Ordinary Shares, constituting
approximately 6.3% of the outstanding Ordinary Shares (based on 239,994,754 outstanding Ordinary
Shares as reported in the Issuers Form 20-F filed July 2, 2007) (the Previously Owned Shares).
Within one (1) business day of the filing of this Schedule 13D, GE Jersey will transfer the
Previously Owned Shares to GE II LP.
On December 4, 2007, GE Jersey (the Purchaser) entered into a stock purchase agreement (the
Stock Purchase Agreement) with Yonghua Solar Power Investment Holding Ltd., Citigroup Venture
Capital International Growth Partnership, L.P., WHF Investment Co., Ltd, Yongfa Solar Power
Investment Holding Ltd., Citigroup Venture Capital International Co-Investment, L.P., Yongliang
Solar Power Investment Holding Ltd., Brilliant Orient International Limited, LC Fund III, L.P. and
Forever-Brightness Investments Limited (the Sellers), whereby Purchaser agreed to purchase and
the Sellers agreed to sell (the Share Purchase) an aggregate of 66,745,638 Ordinary Shares and
281,011 ADSs (collectively, the Purchased Shares), at purchase price of $2.712 per Ordinary
Shares and $13.56 per ADS. The closing of the transactions contemplated by the Stock Purchase
Agreement was conditioned upon the receipt of regulatory approvals and certain other customary
closing conditions.
On December 20, 2007, the transactions contemplated by the Stock Purchase Agreement received
requisite regulatory approvals and on December 27, 2007, the Share Purchase transactions
contemplated by the Stock Purchase Agreement were consummated (the Closing), other
than with respect to 281,011 ADSs as to which settlement is pending and expected to occur by December 31, 2007. Pursuant to the
Stock Purchase Agreement, the Purchaser designated GE II LP, acting by its general partner, GE
General Partner, to receive the Purchased Shares and at the Closing, all of the Purchased Shares
were transferred to GE II LP, acting by its general partner, GE General Partner, in lieu of the
Purchaser.
Pursuant to a Second Shareholders Agreement (the Second Shareholders Agreement) that was
entered into at the Closing among the Issuer, the Purchaser and certain of the Sellers (the
Signing Sellers), the Issuer has agreed that (i) if the Purchaser and its affiliates own at least
16% of the Issuers outstanding equity securities, it will include up to two persons designated by
the Purchaser in the slate of directors to be considered by the shareholders of the Issuer for
election as directors, (ii) if the Purchaser and its affiliates own at least 5% up to 16% of the
Issuers outstanding equity securities, it will include up to one person designated by the
Purchaser in the slate of directors to be considered by the shareholders of the Issuer for election
as directors and (iii) if the Purchaser and its affiliates own less than 5% of the Issuers
outstanding equity securities, it will nominate no persons designated by the Purchaser in the slate
of directors to be considered by the shareholders of the Issuer for election as directors. Each
Signing Seller has agreed to vote any Ordinary Shares and ADSs owned by it in favor of the election
of such nominees to elect such Purchaser nominees, and to take all other actions necessary or
required to ensure the election to the Board of the persons nominated by the Purchaser. The Issuer
has also, subject to the best interests of the Issuer and its shareholders, agreed to consider at
least one nominee of the Purchaser to be appointed to each committee or sub-committee of the Board
and to be appointed to serve as a director on the board of directors of any subsidiary of the
Issuer and, to the extent practicable, on the board of directors of each joint venture to which the
Issuer is a party.
Subject to applicable Law and to the extent practicable, the Issuer has agreed to consult with
the Purchaser prior to taking any of the following actions, and each Signing Seller has agreed to
vote any Ordinary Shares or ADSs owned by it and use its best efforts to take or refrain from
taking, subject to applicable Law, all other actions necessary or required such that each of the
following actions on the part of the Issuer or any subsidiary of the Issuer shall not be taken
unless the Purchaser has consented in advance: (i) the entry into any contract, agreement,
understanding, whether oral or written that would have a value or potential liability to the Issuer
in excess of 5% of the Issuers net assets as of the time such contract is entered into or is
otherwise likely to be material to the Issuer; (ii) the engagement by the Issuer in any business
other than photovoltaic business or a change in the nature or scope of the business of the Issuer
or any subsidiary of the Issuer; (iii) any joint ventures, strategic alliances, partnerships
or similar arrangement with any third party; (iv) any recapitalization, merger, asset swap,
share sale or transfer of substantially all of the rights to intellectual properties or other
assets, or any other extraordinary transaction; (v) any amendment to the Articles of Association or
any other constitutional documents, including without limitation increase and decrease in the
capitalization of the Issuer or any subsidiary of the Issuer; and (vi) entry into any agreement or
understanding to do any of the foregoing.
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CUSIP No. |
|
83415U108 |
|
Page |
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13 |
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of |
|
17 |
In addition, under the Second Shareholders Agreement, Yonghua Solar Power Investment Ltd., one
of the Signing Sellers, has agreed not to sell any Ordinary Shares for one year from the date of
the Second Shareholders Agreement and not more than 50% of the Ordinary Shares owned by it in the
succeeding year. In addition, Yonghua Solar Power Investment Ltd. granted the Purchaser a right of
first refusal under certain circumstances with respect to any proposed transfer of Ordinary Shares
or ADSs owned by it.
Pursuant to the terms of the Second Shareholders Agreement, GE II LP upon signing an
undertaking of adherence and a copy of the Second Shareholders Agreement, and with effect from the
Closing, agreed to perform,
assume, comply with and be bound by all the terms, covenants, obligations and provisions on the
part of the Purchaser in the Second Shareholders Agreement in all respects as if GE II LP was an
original party to the Second Shareholders Agreement
The Reporting Persons entered into the transactions contemplated by the Stock Purchase
Agreement based on its view that the Issuer has one of the best manufacturing platforms for
photovoltaic products in Asia and the Reporting Persons belief in the growth opportunities for the
Issuer.
Depending upon overall market conditions, other investment opportunities available to the
Reporting Persons, and the availability of Ordinary Shares or ADSs at prices that would make the
purchase of additional Ordinary Shares or ADSs desirable, the Reporting Persons may endeavor to
increase their position in the Issuer through, among other things, the purchase of Ordinary Shares
or ADSs on the open market or in private transactions or otherwise, on such terms and at such times
as the Reporting Persons may deem advisable.
The Reporting Persons intend to review their investment in the Issuer on a continuing basis
and may engage in discussions with management and the board of directors of the Issuer (the
Board) concerning the business, operations and future plans of the Issuer. Depending on various
factors including, without limitation, the Issuers financial position and investment strategy, the
price levels of the Issuers Ordinary Shares or ADSs, conditions in the securities markets and
general economic and industry conditions, the Reporting Persons may in the future take such actions
with respect to its investment in the Issuer as it deems appropriate including, without limitation,
seeking additional Board representation, engaging financial, legal and other advisors, making
proposals to the Issuer concerning changes to the capitalization, ownership structure or operations
of the Issuer, changes to the overall strategic direction of the Issuer, merger and/or sale
opportunities, communicating with other shareholders regarding the Issuer, purchasing additional
Ordinary Shares or ADSs, selling some or all of the Ordinary Shares or ADSs owned by the Reporting
Persons, engaging in short selling of or any hedging or similar transaction with respect to the
Ordinary Shares or ADSs or changing its intention with respect to any and all matters referred to
in Item 4.
Except as set forth herein, no contract, arrangement, relationship or understanding (either
oral or written) exists with the Reporting Persons as to the acquisition, disposition, voting or
holding of shares. Except as set forth herein, the Reporting Person has no present plan or
proposal that would result in or relate to any of the transactions required to be described in Item
4 of Schedule 13D.
This item is qualified in its entirety by reference to the Stock Purchase Agreement and the
Second Shareholders Agreement, copies of which are attached hereto as Exhibit 2 and
Exhibit 3, respectively, and are incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
(a) As a result of the acquisition of the Purchased Shares and the ownership of the Previously
Owned Shares, the Reporting Persons have sole power to vote or direct the vote and sole power to
dispose or to direct the disposition of 81,772,950 Ordinary Shares and 281,011 ADSs (representing
1,405,055 Ordinary Shares), constituting approximately 34.7% of the outstanding Ordinary Shares of
the Issuer (based on 239,994,754 outstanding Ordinary Shares as reported in the Issuers Form 20-F
filed July 2, 2007).
In addition, pursuant to the agreements set forth in the Second Shareholders Agreement and
described in Item 4, the Reporting Persons may be deemed to have shared power to vote or direct the
vote over the 75,072,007 Ordinary Shares and 3,529,096 ADSs (representing 17,645,480 Ordinary
Shares) aggregately owned by the Sellers after the Closing, constituting approximately an
additional 38.6% of the outstanding Ordinary Shares of the Issuer (based on 239,994,754 outstanding
Ordinary Shares as reported in the Issuers Form 20-F filed July 2, 2007).
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CUSIP No. |
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83415U108 |
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Page |
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14 |
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of |
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17 |
GE Inc, GE AG and GE LLP (collectively, the Managers) were each appointed by GE General
Partner as joint investment managers of GE II LPs investment in the Issuer. The Managers have
full power and authority to cause the disposal of and to direct the voting of the Ordinary Shares
and ADSs owned of record by GE II LP. GE General Partner, appointed by COFRA Jersey as nominee,
has the power to veto disposal decisions made by the Managers.
The 81,772,950 Ordinary Shares and 281,011 ADSs (representing 1,405,055 Ordinary Shares) owned
of record by the Reporting Persons are beneficially owned by members of a group comprising GE II
LP, which is the registered direct owners of the Ordinary Shares and ADSs (acting by its general
partner, GE General Partner), GE Jersey, COFRA Jersey, CHAG, the Managers (including GE Investments
as managing member of GE LLP), FIDARC, GEHL and Fircroft as trustee for The Banbury Settlement.
(b) Each of the Reporting Persons have sole power to vote or direct the vote and sole power to
dispose or to direct the disposition of 81,772,950 Ordinary Shares and 281,011 ADSs (representing
1,405,055 Ordinary Shares). In addition, pursuant to the agreements set forth in the Second
Shareholders Agreement, the Reporting Persons may be deemed to have shared power to vote or direct
the vote of the Ordinary Shares and ADSs owned by the Sellers after the Closing, which as of the
Closing constituted 75,072,008 Ordinary Shares and 3,529,096 ADSs (representing 17,645,480 Ordinary
Shares) in the aggregate.
(c) To the best of the Reporting Persons knowledge, none of the Reporting Persons nor any of
their executive officers and directors (listed on Schedules A through Schedules J attached hereto)
has effected any transactions in the Issuers Ordinary Shares during the past 60 days except as
described in Item 4 and Item 5 of this Schedule 13D.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
See Item 4 and Item 5.
Item 7. Material to be Filed as Exhibits.
|
1. |
|
Joint Filing Agreement among the Reporting Persons. |
|
|
2. |
|
Stock Purchase Agreement, by and among, Good Energies
Investments (Jersey) Limited, Yonghua Solar Power
Investment Holding Ltd., Citigroup Venture Capital
International Growth Partnership, L.P., WHF Investment
Co., Ltd, Yongfa Solar Power Investment Holding Ltd.,
Citigroup Venture Capital International Co-Investment,
L.P., Yongliang Solar Power Investment Holding Ltd.,
Brilliant Orient International Limited, LC Fund III, L.P.
and Forever-Brightness Investments Limited, dated December
4, 2007. |
|
|
3. |
|
Second Shareholders Agreement, by and among, Solarfun
Power Holdings Co., Ltd., Good Energies Investments
(Jersey) Limited, Yonghua Solar Power Investment Holding
Ltd., Citigroup Venture Capital International Growth
Partnership, L.P., Citigroup Venture Capital International
Co-Investment, L.P., WHF Investment Co., Ltd, Brilliant
Orient International Limited and LC Fund III, L.P., dated
December 4, 2007. |
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CUSIP No. |
|
83415U108 |
|
Page |
|
15 |
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of |
|
17 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned
certifies that the information set forth in this statement is true, complete and correct.
Dated: December 28, 2007
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GOOD ENERGIES II LP acting by its General Partner
GOOD ENERGIES GENERAL PARTNER JERSEY LIMITED |
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by: |
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/s/ Fintan Kennedy |
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/s/ John Hammill |
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Name:
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Fintan Kennedy
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John Hammill |
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Title:
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Director
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Director |
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COFRA JERSEY LIMITED |
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by: |
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/s/ Fintan Kennedy |
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/s/ John Hammill |
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Name:
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Fintan Kennedy
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John Hammill |
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Title:
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Director
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Director |
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GOOD ENERGIES INC |
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by: |
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/s/ Michelle S. Riley |
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Name:
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Michelle S. Riley |
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Title:
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Director, Vice President and Secretary |
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GOOD ENERGIES (UK) LLP acting by its managing member
GOOD ENERGIES INVESTMENTS LIMITED |
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by: |
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/s/ Andrew Lee |
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/s/ Wayne Woo |
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Name:
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Andrew Lee
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Wayne Woo |
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Title:
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Director
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Director |
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GOOD ENERGIES AG |
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by: |
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/s/ Marcel Brenninkmeijer |
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Name:
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Marcel Brenninkmeijer |
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Title:
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Director |
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GOOD ENERGIES INVESTMENTS (JERSEY) LIMITED |
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by: |
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/s/ Fintan Kennedy |
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/s/ John Hammill |
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Name:
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Fintan Kennedy
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John Hammill |
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Title:
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Director
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Director |
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COFRA HOLDING AG |
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by: |
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/s/ Andrew Vellani |
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/s/ Rob Smeele |
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Name:
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Andrew Vellani
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Rob Smeele |
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Title:
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Director
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Authorized Signatory |
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CUSIP No. |
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83415U108 |
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Page |
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16 |
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of |
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17 |
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FIDARC SARL |
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by: |
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/s / Michel de Groote |
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/s/ Raf Bogaerts |
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Name:
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Michel de Groote
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Raf Bogaerts |
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Title:
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Manager
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Manger |
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GOOD ENERGIES HOLDINGS LIMITED |
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by: |
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/s/ A.B.S. Garden |
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Name:
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A.B.S. Garden |
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Title:
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Director |
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THE BANBURY SETTLEMENT THROUGH FIRCROFT LIMITED AS TRUSTEE |
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by: |
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/s/ Louise Adams |
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Name:
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Louise Adams |
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Title:
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Director |
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CUSIP No. |
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83415U108 |
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Page |
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17 |
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of |
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17 |
EXHIBIT INDEX
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1. |
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Joint Filing Agreement among the Reporting Persons. |
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2. |
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Stock Purchase Agreement, by and among, Good
Energies Investments (Jersey) Limited, Yonghua Solar
Power Investment Holding Ltd., Citigroup Venture
Capital International Growth Partnership, L.P., WHF
Investment Co., Ltd, Yongfa Solar Power Investment
Holding Ltd., Citigroup Venture Capital International
Co-Investment, L.P., Yongliang Solar Power Investment
Holding Ltd., Brilliant Orient International Limited,
LC Fund III, L.P. and Forever-Brightness Investments
Limited, dated December 4, 2007. |
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3. |
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Second Shareholders Agreement, by and among,
Solarfun Power Holdings Co., Ltd., Good Energies
Investments (Jersey) Limited, Yonghua Solar Power
Investment Holding Ltd., Citigroup Venture Capital
International Growth Partnership, L.P., Citigroup
Venture Capital International Co-Investment, L.P., WHF
Investment Co., Ltd, Brilliant Orient International
Limited and LC Fund III, L.P., dated December 4, 2007. |
SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS OF COFRA HOLDING AG
The names of the Directors and the names and titles of the Executive Officers of COFRA Holding
AG and their principal occupations are set forth below. The business address of each of the
Directors and Executive Officers is that of COFRA Holding AG, Grafenauweg 10, Zug CH-6301,
Switzerland. Unless otherwise indicated, each occupation set forth opposite an individuals name
refers to COFRA Holding AG and, except as indicated otherwise below, each individual is a citizen
of the United Kingdom.
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Name |
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Present Principal Occupation |
Erik Brenninkmeijer (Netherlands)
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Supervisory Board Member and President |
Stanislaus Brenninkmeijer (Netherlands)
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Supervisory Board Member |
Wolter Brenninkmeijer (Netherlands)
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Supervisory Board Member |
Hans Brenninkmeijer (Netherlands)
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Supervisory Board Member |
Patrick OSullivan (Ireland)
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Supervisory Board Member |
Barbara Kux (Switzerland)
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Supervisory Board Member |
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H. Andrew Vellani
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Management Board Member |
Gerrit-Jan Pieters (Netherlands)
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Management Board Member |
Patrick Brenninkmeijer (Netherlands)
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Management Board Member |
Erick Geilenkirchen (Netherlands)
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Management Board Member |
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Martin Pereboom (Netherlands)
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Secretary |
SCHEDULE B
EXECUTIVE OFFICERS AND DIRECTORS OF GE GENERAL PARTNER
The names of the Directors and the names and titles of the Executive Officers of GE General
Partner and their principal occupations are set forth below. The business address of each of the
Directors and Executive Officers is that of GE General Partner at 3rd Floor, Britannic House, 9
Hope Street, St Helier, Jersey JE2 3NS, the Channel Islands. Unless otherwise indicated, each
occupation set forth opposite an individuals name refers to GE General Partner and, except as
indicated otherwise below, each individual is a citizen of the United Kingdom.
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Name |
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Present Principal Occupation |
John Barbenson Barrett
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Director |
Paul Andrew Bradshaw
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Director |
John David Drury
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Director |
John Hammill
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Director |
Gerrit Jan Pieters (Netherlands)
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Director |
Fintan Michael Kennedy (Ireland)
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Director |
SCHEDULE C
DIRECTORS OF COFRA JERSEY
The names of the Directors of COFRA Jersey and the names and titles of the Executive Officers
and their principal occupations are set forth below. The business address of each of the Directors
is that of COFRA Jersey at 3rd Floor, Britannic House, 9 Hope Street, St Helier, Jersey JE2 3NS,
the Channel Islands. Unless otherwise indicated, each occupation set forth opposite an individuals
name refers to COFRA Jersey and, except as indicated otherwise below, each individual is a citizen
of the United Kingdom.
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Name |
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Present Principal Occupation |
John Barbenson Barrett
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Director |
Paul Andrew Bradshaw
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Director |
John David Drury
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Director |
John Hammill
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Director |
Gerrit Jan Pieters (Netherlands)
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Director |
Fintan Michael Kennedy (Ireland)
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Director |
Andrew Vellani
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Director |
SCHEDULE D
DIRECTORS OF GOOD ENERGIES INVESTMENTS LIMITED
The names of the Directors of Good Energies Investments Limited and the names and titles of
the Executive Officers and their principal occupations are set forth below. The business address of
each of the Directors is that of Good Energies Investments Limited at 3rd Floor, Britannic House, 9
Hope Street, St Helier, Jersey JE2 3NS, the Channel Islands. Unless otherwise indicated, each
occupation set forth opposite an individuals name refers to Good Energies Investments Limited and,
except as indicated otherwise below, each individual is a citizen of the United Kingdom.
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Name |
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Present Principal Occupation |
Rachael Convery
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Director |
Andrew Lee
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Director |
Wayne Woo
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Director |
John Drury
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Secretary |
SCHEDULE E
DIRECTORS OF GOOD ENERGIES HOLDINGS LIMITED
The names of the Directors of Good Energies Holdings Limited and the names and titles of the
Executive Officers and their principal occupations are set forth below. The business address of
each of the Directors is that of Good Energies Holdings Limited, Rathbone House 15 Esplanade St
Helier Jersey JE1 1RB. Unless otherwise indicated, each occupation set forth opposite an
individuals name refers to Good Energies Holdings Limited and, except as indicated otherwise
below, each individual is a citizen of the United Kingdom.
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Name |
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Present Principal Occupation |
Martijn Brenninkmeijer (Netherlands)
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Director |
Archibald Garden
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Director |
Roland Beunis (Netherlands)
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Director |
SCHEDULE F
DIRECTORS OF FIDARC SARL
The names of the Directors of FIDARC SARL and the names and titles of the Executive Officers
and their principal occupations are set forth below. The business address of each of the Directors
is that of FIDARC SARL, 48 Rue de Bragance, Luxembourg, Grand Duchy of Luxembourg. Unless otherwise
indicated, each occupation set forth opposite an individuals name refers to FIDARC SARL and,
except as indicated otherwise below, each individual is a citizen of the United Kingdom.
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Name |
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Present Principal Occupation |
Michel de Groote (Belgium)
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Director |
Raf Bogaerts (Belgium)
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Director |
John Drury
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Director |
Rob Smeele (Netherlands)
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Director |
Armand Haas (Luxembourg)
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Director |
SCHEDULE G
DIRECTORS OF GOOD ENERGIES INC
The names of the Directors of Good Energies Inc and the names and titles of the Executive
Officers and their principal occupations are set forth below. The business address of each of the
Directors is that of Good Energies Inc, 1114 Avenue of the Americas, Suite 2802, New York, NY
10036, USA. Unless otherwise indicated, each occupation set forth opposite an individuals name
refers to Good Energies Inc and, except as indicated otherwise below, each individual is a citizen
of the United Kingdom.
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Name |
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Present Principal Occupation |
Richard Kauffman (USA)
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Director, Chief Executive Officer & President |
Michelle Riley (USA)
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Director, Vice President and Secretary |
Ronald Fishman (USA)
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Vice President & Treasurer |
SCHEDULE H
DIRECTORS OF FIRCROFT LIMITED
The names of the Directors of Fircroft Limited and the names and titles of the Executive
Officers and their principal occupations are set forth below. The business address of each of the
Directors is that of Fircroft Limited, Rathbone House 15 Esplanade St Helier Jersey JE1 1RB.
Unless otherwise indicated, each occupation set forth opposite an individuals name refers to
Fircroft Limited and, except as indicated otherwise below, each individual is a citizen of the
United Kingdom.
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Name |
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Present Principal Occupation |
Michel de Groote (Belgium)
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Director |
Louise Adams
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Director |
David Burnstone
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Director |
SCHEDULE I
DIRECTORS OF GE JERSEY
The names of the Directors of Good Energies Jersey and the names and titles of the Executive
Officers and their principal occupations are set forth below. The business address of each of the
Directors is that of Good Energies Investments (Jersey) Ltd., 3rd Floor, Britannic House, 9 Hope
Street, St Helier, Jersey JE2 3NS, the Channel Islands. Unless otherwise indicated, each occupation
set forth opposite an individuals name refers to Good Energies Jersey and, except as indicated
otherwise below, each individual is a citizen of the United Kingdom.
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Name |
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Present Principal Occupation |
John Barrett
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Director |
Paul Bradshaw
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Director |
John Drury
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Director |
Fintan Michael Kennedy (Ireland)
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Director |
John Hammill
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Director |
Gerrit Jan Pieters (Netherlands)
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Director |
SCHEDULE J
DIRECTORS OF GOOD ENERGIES AG
The names of the Directors of Good Energies AG and the names and titles of the Executive
Officers and their principal occupations are set forth below. The business address of each of the
Directors is that of Good Energies AG, Grafenauweg 4, CH-6301, Zug, Switzerland. Unless otherwise
indicated, each occupation set forth opposite an individuals name refers to Good Energies AG and,
except as indicated otherwise below, each individual is a citizen of the United Kingdom.
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Name |
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Present Principal Occupation |
Marcel Brenninkmeijer (Netherlands)
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Director |
EXHIBIT INDEX
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1. |
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Joint Filing Agreement among the Reporting Persons. |
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2. |
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Stock Purchase Agreement, by and among, Good
Energies Investments (Jersey) Limited, Yonghua Solar
Power Investment Holding Ltd., Citigroup Venture
Capital International Growth Partnership, L.P., WHF
Investment Co., Ltd, Yongfa Solar Power Investment
Holding Ltd., Citigroup Venture Capital International
Co-Investment, L.P., Yongliang Solar Power Investment
Holding Ltd., Brilliant Orient International Limited,
LC Fund III, L.P. and Forever-Brightness Investments
Limited, dated December 4, 2007. |
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3. |
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Second Shareholders Agreement, by and among,
Solarfun Power Holdings Co., Ltd., Good Energies
Investments (Jersey) Limited, Yonghua Solar Power
Investment Holding Ltd., Citigroup Venture Capital
International Growth Partnership, L.P., Citigroup
Venture Capital International Co-Investment, L.P., WHF
Investment Co., Ltd, Brilliant Orient International
Limited and LC Fund III, L.P., dated December 4, 2007. |