BEIJING, Oct. 19, 2011 /PRNewswire-Asia/ -- China Solar & Clean Energy Solutions, Inc.
(OTC Bulletin Board: CSOL) ('CSOL' or the 'Company'), a premier
manufacturer and distributor of solar water heaters, space heating
devices, and integrated low carbon solutions providers in
the People's Republic of China,
today announced the entry of the Share Transfer and Investment
Agreement with Beijing Northern Solar Facilities Co., Ltd. and its
seven (7) individual shareholders (the "selling shareholders"), who
owned 100% outstanding shares of Northern Solar, pursuant to which
our wholly owned subsidiary Deli Solar (Beijing) will acquire 88% of outstanding
shares of Northern Solar.
Deli Solar (Beijing) will
acquire the total 88% of outstanding shares of Northern Solar from
the seven (7) selling shareholders: Donghua
Xie, Jianguo Yu, Jinhai Zhang, Fuhe
Zhen, Baohui Zhu,
Xiurong Li and Youyi Wang and the remaining six (6) selling
shareholders will obtain 12% of total outstanding shares (upon the
share transfer, Jianguo Yu will no
longer own the shares of Northern Solar). The total share purchase
price is RMB 960,000 (USD 150,420) to the selling shareholders.
Under the Agreement, Deli Solar will increase the registered
capital by investing an additional capital of RMB 800,000 (USD
125,350) into Northern Solar. Deli Solar will deposit
RMB 1.76mm (USD $275,770) with Northern Solar as a loan and the
share transfer will occur upon completion of due diligence and
auditing services on Northern Solar. The loan will be automatically
converted to share transfer purchase price payable to the selling
shareholders and increased registered capital in Northern
Solar.
Under the Agreement, if any party breach the Agreement, the
breaching party will be responsible for a total default payment of
RMB 100,000 (USD 15,669) to the other party.
Upon the completion of share transfer, Deli Solar will have four
out of five directors on the Board of Northern Solar. Deli Solar
will appoint the chairman of the board and the corporate
representative registered with the local authorities. Upon the
completion of share transfer, Northern Solar will have two (2)
supervising officers appointed by Deli Solar and selling
shareholders. Northern Solar will have the CEO, CFO, and two vice
presidents appointed by the Board upon the share transfer.
About China Solar & Clean
Energy Solutions, Inc.
China Solar & Clean Energy
Solutions, Inc. operates through its subsidiaries Bazhou Deli Solar
Energy Heating Co. Ltd. ('Deli Solar (Bazhou)'), Beijing Deli Solar
Technology Development Co., Ltd., and Tianjin Huaneng Group, all
located in the PRC. The Company manufactures and distributes
various forms of alternative energy systems including solar thermal
systems for hot water and space heating, industrial heat recovery
systems, and solar-powered lighting devices. Currently, the Company
has changed its strategic development from solar thermal products
marketing to large-scale engineering projects and a provider of
low-carbon integrated solutions.
For more information, please visit http://www.delisolar.com
Safe Harbor Statement:
Certain statements in this news release may contain
forward-looking information about China
Solar & Clean Energy Solutions and its subsidiaries
business and products within the meaning of Rule 175 under the
Securities Act of 1933 and Rule 3b-6 under the Securities Exchange
Act of 1934, and are subject to the safe harbor created by those
rules. The actual results may differ materially depending on a
number of risk factors including, but not limited to, the general
economic and business conditions in the PRC, market and customer
acceptance and demand for products, ability to market products,
fluctuations in foreign currency markets, the use of estimates in
the preparation of financial statements, the impact of competitive
products and pricing, the ability to develop and launch new
products on a timely basis, the regulatory environment,
fluctuations in operating results, and various other factors beyond
its control. All forward-looking statements are expressly qualified
in their entirety by this Cautionary Statement and the risks
factors detailed in the Company's reports filed with the Securities
and Exchange Commission. China Solar
& Clean Energy Solutions undertakes no duty to revise or update
any forward-looking statements to reflect events or circumstances
after the date of this release.
For more information, please contact:
Jing Zhang
Investor Relations
Tel: +86-10-6386-0500
SOURCE China Solar & Clean
Energy Solutions, Inc.
