UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 14, 2014
SOLAR POWER, INC.
(Exact name of registrant as specified in its charter)
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California
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000-50142
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20- 4956638
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3400 Douglas Boulevard, Suite 285
Roseville, California 95661-3875
(Address and telephone number of principal executive offices) (Zip Code)
(916) 770-8100
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On October 14, 2014 , Solar Power, Inc.’s wholly-owned subsidiary, Xinyu Xinwei New Energy Co., Ltd. (“Xinwei”) entered into three agreements (the “Agreements”) with Hebei Yangpu New Energy Technology Co., Ltd. (the “Principal”), whereby Xinwei agreed to provide engineering, procurement and construction services to the Principal for the development of approximately 100MW in aggregate of photovoltaic power generation projects in Julu County, Hebei Province, PRC, for an aggregate contract price of RMB190 million (US$31.0 million), RMB285 million (US$46.5 million) and RMB475 million (US$77.6 million), respectively, pursuant to the respective terms and conditions of the Agreements.
The foregoing summary of the terms and conditions of the Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the agreements attached hereto as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 which are hereby incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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10.1 |
Julu County Ecological Agricultural Greenhouse Distributed 20MW Photovoltaic Power Generation Project General Contract by and between Hebei Yangpu New Energy Technology Co., Ltd. and Xinyu Xinwei New Energy Co., Ltd. dated October 14, 2014 |
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10.2 |
Julu County Ecological Agricultural Greenhouse Phase Two 30MW Photovoltaic Power Generation Project General Contract by and between Hebei Yangpu New Energy Technology Co., Ltd. and Xinyu Xinwei New Energy Co., Ltd. dated October 14, 2014 |
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10.3 |
Julu County Ecological Agricultural Greenhouse Phase One 50MW Photovoltaic Power Generation Project General Contract by and between Hebei Yangpu New Energy Technology Co., Ltd. and Xinyu Xinwei New Energy Co., Ltd. dated October 14, 2014 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SOLAR POWER, INC. a California Corporation |
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Dated: October 17, 2014 |
/s/ Amy Jing Liu By: Amy Jing Liu Title: Chief Financial Officer |
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Exhibit 10.1
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Contract No.20141014-2 |
Julu County Ecological Agricultural Greenhouse
Distributed 2 0 MW Photovoltaic Power Generation Project
General Contract
Principal : Hebei Yangpu New Energy Technology Co., Ltd.
Contractor : Xinyu Xinwei New Energy Co., Ltd.
October 2014
Contract Agreement
This agreement is signed between Hebei Yangpu New Energy Technology Co., Ltd. (hereinafter referred to as “Principal”) and Xinyu Xinwei New Energy Co., Ltd. (hereinafter referred to as “Contractor”) in October 2014 according to the following terms and conditions.
Whereas Contractor has obtained the general contract of Julu County Ecological Agricultural Greenhouse Distributed 2 0MW Photovoltaic Power Generation Project, the conditions of the general contract shall be subject to Schedule 3; Principal has accepted that Contractor provides the above general contract service with total amount of RMB190 million (one hundred and ninety million yuan) (hereinafter referred to as “Total Contract Price”).
Both parties reach the following agreements with the contract price of RMB190 million:
I. The definitions of the words and terms in the contract shall be the same as those in contract terms.
II. Contract documents shall be able to construe and explain for each other. Unless otherwise specifically agreed in the contract, the order for authoritative interpretation shall be as follows:
(1) Contract agreement;
(2) Contract terms;
(3) Standard, specifications and relevant technical documents;
(4) Other relevant documents agreed by both parties.
The above documents shall complement and explain for each other. In case of any ambiguity or inconsistence, the foregoing list shall prevail with respect to interpretation. For those in the same text, in case of inconsistence of standards, the higher one shall prevail. Disputes shall be settled according to the methods agreed in Article 16.
III. Contract Construction Period: Date of commencement is October 15, 2014, no less than 5MW grid connection before December 31, 2014; as Spring Festival of 2015 is in the construction period, both parties agree that the date of full completion of the project is March 31, 2015 .
IV. Quality Standard: see Schedule 2 “Technical Agreement”
V. Scope of Contracting:
Including design of PV power generation area, comprehensive building, 35KV transmission project, procurement of equipment and materials, supply (supplied to construction site), civil engineering (including infrastructure and housing construction, etc.) installation work, technical service, debugging, until completion handing over general contracting work, specifically subject to Schedule 3.
VI. Form of Pricing: fixed total price.
VII. Agreement Establishment and Effectiveness
1. Considering that Principal shall pay the amounts to Contractor as stipulated in the following article, Contractor hereby agrees to carry out survey and design, procurement of equipment and materials, supply, construction installation, technical service, training, debugging, commissioning, completion and warranty as stipulated in the contract.
2. Considering that Contractor shall carry out the survey and design, procurement of equipment and materials, supply, construction installation, technical service, training, debugging, commissioning, completion and warranty of the project, Principal hereby agrees to pay the contract price and other payables stipulated in the contract to Contractor according to the form and time as stipulated in the contract.
VIII. Contract Taking Effect
1. Date of Entry into Contract: October 14, 2014.
2. Place of Entry into Contract: Xinyu City, Jiangxi Province .
3. Conditions for the contract taking effect:
(1) The legal representatives or authorized representatives of both parties sign and affix seals on the contract; and,
(2) Both parties have confirmed and signed all the schedules listed in the contract.
IX. Copies of Contract
1. The contract has four originals, which are of the equal effect, each party holding two copies respectively;
(Signature Page)
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Exhibit 10.2
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Contract No.20141014-3 |
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Julu County Ecological Agricultural Greenhouse
Phase Two 30 MW Photovoltaic Power Generation Project
General Contract
Principal : Hebei Yangpu New Energy Technology Co., Ltd.
Contractor : Xinyu Xinwei New Energy Co., Ltd.
October 2014
Contract Agreement
This agreement is signed between Hebei Yangpu New Energy Technology Co., Ltd. (hereinafter referred to as “Principal”) and Xinyu Xinwei New Energy Co., Ltd. (hereinafter referred to as “Contractor”) in October 2014 according to the following terms and conditions.
Whereas Contractor has obtained the general contract of Julu County Ecological Agricultural Greenhouse Phase Two 30MW Photovoltaic Power Generation Project, the conditions of the general contract shall be subject to Schedule 3; Principal has accepted that Contractor provides the above general contract service with total amount of RMB285 million (two hundred and eighty-five million yuan) (hereinafter referred to as “Total Contract Price”).
Both parties reach the following agreements with the contract price of RMB285 million:
I. The definitions of the words and terms in the contract shall be the same as those in contract terms.
II. Contract documents shall be able to construe and explain for each other. Unless otherwise specifically agreed in the contract, the order for authoritative interpretation shall be as follows:
(1) Contract agreement;
(2) Contract terms;
(3) Standard, specifications and relevant technical documents;
(4) Other relevant documents agreed by both parties.
The above documents shall complement and explain for each other. In case of any ambiguity or inconsistence, the foregoing list shall prevail with respect to interpretation. For those in the same text, in case of inconsistence of standards, the higher one shall prevail. Disputes shall be settled according to the methods agreed in Article 16.
III. Contract Construction Period: Date of commencement is May 15, 2015, and date of completion is August 31, 2015 .
IV. Quality Standard: see Schedule 2 “Technical Agreement”
V. Scope of Contracting:
Including design of PV power generation area, comprehensive building, 110KV transmission project, procurement of equipment and materials, supply (supplied to construction site), civil engineering (including infrastructure and housing construction, etc.) installation work, technical service, debugging, until completion handing over general contracting work, specifically subject to Schedule 3.
VI. Form of Pricing: fixed total price.
VII. Agreement Establishment and Effectiveness
1. Considering that Principal shall pay the amounts to Contractor as stipulated in the following article, Contractor hereby agrees to carry out survey and design, procurement of equipment and materials, supply, construction installation, technical service, training, debugging, commissioning, completion and warranty as stipulated in the contract.
2. Considering that Contractor shall carry out the survey and design, procurement of equipment and materials, supply, construction installation, technical service, training, debugging, commissioning, completion and warranty of the project, Principal hereby agrees to pay the contract price and other payables stipulated in the contract to Contractor according to the form and time as stipulated in the contract.
VIII. Payment
1. Payment Method: Principal pays 10% down payment, and 85% of project payment shall be paid to Contractor by Principal within 3 months after the project is completed. Warranty Amount is 5%.
2. If Principal fails to fulfill the above payment obligations in time after grid-connected power generation, Principal authorizes Contractor to directly collect all the gains from electricity charges generated by power station as agreed in the contract, for the sake of charging against such compensations for damages as construction price of the contract, liquidated damages for Principal’s overdue payment, interest loss and slowdown or shutdown and etc. Contractor enjoys priority of compensation of construction project price as for all the construction projects hereunder.
IX. Contract Taking Effect
1. Date of Entry into Contract: October 14, 2014.
2. Place of Entry into Contract: Xinyu City, Jiangxi Province .
3. Conditions for the contract taking effect:
(1) The legal representatives or authorized representatives of both parties sign and affix seals on the contract; and,
(2) Both parties have confirmed and signed all the schedules listed in the contract.
X. Copies of Contract
1. The contract has four originals, which are of the equal effect, each party holding two copies respectively .
(Signature Page)
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Exhibit 10.3
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Contract No.20141014-1 |
Julu County Ecological Agricultural Greenhouse
Phase One 5 0 MW Photovoltaic Power Generation Project
General Contract
Principal : Hebei Yangpu New Energy Technology Co., Ltd.
Contractor : Xinyu Xinwei New Energy Co., Ltd.
October 2014
Contract Agreement
This agreement is signed between Hebei Yangpu New Energy Technology Co., Ltd. (hereinafter referred to as “Principal”) and Xinyu Xinwei New Energy Co., Ltd. (hereinafter referred to as “Contractor”) in October 2014 according to the following terms and conditions.
Whereas Contractor has obtained the general contract of Julu County Ecological Agricultural Greenhouse Phase One 5 0MW Photovoltaic Power Generation Project, the conditions of the general contract shall be subject to Schedule 3; Principal has accepted that Contractor provides the above general contract service with total amount of RMB475 million (four hundred and seventy-five million yuan) (hereinafter referred to as “Total Contract Price”).
Both parties reach the following agreements with the contract price of RMB475million:
I. The definitions of the words and terms in the contract shall be the same as those in contract terms.
II. Contract documents shall be able to construe and explain for each other. Unless otherwise specifically agreed in the contract, the order for authoritative interpretation shall be as follows:
(1) Contract agreement;
(2) Contract terms;
(3) Standard, specifications and relevant technical documents;
(4) Other relevant documents agreed by both parties.
The above documents shall complement and explain for each other. In case of any ambiguity or inconsistence, the foregoing list shall prevail with respect to interpretation. For those in the same text, in case of inconsistence of standards, the higher one shall prevail. Disputes shall be settled according to the methods agreed in Article 16.
III. Contract Construction Period: Date of commencement is October 15, 2014, no less than 5MW grid connection before December 31, 2014; as Spring Festival of 2015 is in the construction period, both parties agree that the date of full completion of the project is April 31, 2015 .
IV. Quality Standard: see Schedule 2 “Technical Agreement”
V. Scope of Contracting:
Including design of PV power generation area, comprehensive building, 110KV transmission project, procurement of equipment and materials, supply (supplied to construction site), civil engineering (including infrastructure and housing construction,etc.) installation work, technical service, debugging, until completion handing over general contracting work, specifically subject to Schedule 3.
VI. Form of Pricing: fixed total price.
VII. Agreement Establishment and Effectiveness
1. Considering that Principal shall pay the amounts to Contractor as stipulated in the following article, Contractor hereby agrees to carry out survey and design, procurement of equipment and materials, supply, construction installation, technical service, training, debugging, commissioning, completion and warranty as stipulated in the contract.
2. Considering that Contractor shall carry out the survey and design, procurement of equipment and materials, supply, construction installation, technical service, training, debugging, commissioning, completion and warranty of the project, Principal hereby agrees to pay the contract price and other payables stipulated in the contract to Contractor according to the form and time as stipulated in the contract.
VIII. Contract Taking Effect
1. Date of Entry into Contract: October 14, 2014.
2. Place of Entry into Contract: Xinyu City, Jiangxi Province .
3. Conditions for the contract taking effect:
(1) The legal representatives or authorized representatives of both parties sign and affix seals on the contract; and,
(2) Both parties have confirmed and signed all the schedules listed in the contract.
IX. Copies of Contract
1. The contract has four originals, which are of the equal effect, each party holding two copies respectively .
(Signature Page)
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