- (F-3MEF)
11 November 2010 - 1:15PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on November 10, 2010
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Solarfun Power Holdings Co., Ltd.
(Exact name of registrant as specified in its charter)
Not Applicable
(Translation of registrants name into English)
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Cayman Islands
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Not Applicable
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification Number)
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888 Linyang Road,
Qidong, Jiangsu Province 226200, Peoples Republic of China
(86 513) 8330-7688
(Address and telephone number of registrants principal executive offices)
CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 664-1666
(Name, address and telephone number of agent for service)
Copies to:
Alan Seem, Esq.
Shearman & Sterling LLP
12th Floor East Tower, Twin Towers
B-12 Jianguomenwai Dajie
Beijing 100022, Peoples Republic of China
(86-10) 5922-8000
Approximate date of commencement of proposed sale to the public: as soon as practicable after
the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or
interest reinvestment plans, please check the following box.
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If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.
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If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same
offering.
þ
File No. 333-152005
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
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If this Form is a registration statement pursuant to General Instruction I.C. or a
post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box.
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If this Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.C. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box.
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CALCULATION OF REGISTRATION FEE
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Proposed
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Proposed maximum
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Amount of
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Title of each class of
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Amount to be
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maximum offering
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aggregate
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registration
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securities to be registered
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registered
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price per unit
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offering price (2)
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fee
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Ordinary shares, par
value US$0.0001 per
share
(1)
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(3)
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(3)
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US$
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15,604,041
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US$1,112.57
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(1)
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American depositary shares, or ADSs, issuable upon deposit of the
ordinary shares registered hereby have been registered under a
separate registration statement on Form F-6 (Registration No.
333-139263). Each American depositary share represents five
ordinary shares.
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(2)
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Estimated solely for purposes of calculating the registration
fee. As of the date of this registration statement, the maximum
aggregate offering price of securities which remain to be offered
pursuant to the prior registration statement on Form F-3
(Registration No. 333-152005) is $78,020,206. The
maximum aggregate offering price of the additional securities
being registered hereby pursuant to Rule 462(b) under the
Securities Act is $15,604,041, which represents 20% of the
maximum aggregate offering price of securities remaining on the
Prior Registration Statement.
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(3)
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Omitted pursuant to Rule 457(o) under the Securities Act.
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This registration statement will become effective upon filing with the Securities and Exchange
Commission in accordance with Rule 462(b) under the Securities Act of 1933.
Explanatory Note
This registration statement is being filed pursuant to Rule 462(b) under the Securities Act of
1933. The contents of the registration statement on Form F-3 (Registration No. 333-152005)
initially filed by Solarfun Power Holdings Co., Ltd. with the Securities and Exchange Commission
(the Commission) on June 27, 2008, as amended and
supplemented, which was declared effective by the Commission on July 16,
2008, are incorporated herein by reference.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in Shanghai, Peoples Republic of China, on November
10, 2010.
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Solarfun Power Holdings Co., Ltd.
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By:
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/s/ Ping Peter Xie
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Name:
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Ping Peter Xie
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Title:
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Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities
indicated below and on November 10, 2010.
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Signature
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Title
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/s/ Ki-Joon Hong
Ki-Joon Hong
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Chairman
of the Board
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/s/ Dong Kwan Kim
Dong Kwan Kim
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Director
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/s/ Wook-Jin Yoon
Wook-Jin Yoon
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Director
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/s/ Thomas J. Toy
Thomas J. Toy
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Independent
Director
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/s/ Ernst A. Bütler
Ernst A. Bütler
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Independent
Director
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/s/ Yingzhang Gu
Yingzhang Gu
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Independent
Director
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/s/ David N. K. Wang
David N. K. Wang
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Independent
Director
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/s/ Ping Peter Xie
Ping Peter Xie
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Chief
Executive Officer
(principal executive officer)
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/s/ Gareth Kung
Gareth Kung
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Chief
Financial Officer
(principal financial officer)
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/s/
Ziv Chen Yu
Ziv Chen Yu
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Financial Controller
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II-2
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Under the Securities Act, the undersigned, the duly authorized representative in the United
States of Solarfun Power Holdings Co., Ltd., has signed this registration statement or amendment
thereto in Newark, Delaware, on November 10, 2010.
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Puglisi & Associates
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By:
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/s/ Donald J. Puglisi
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Name:
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Donald J. Puglisi
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Title:
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Managing Director
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II-3
INDEX TO EXHIBITS
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Exhibit
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Number
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Description of Document
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5.1
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Opinion of Maples and Calder regarding the validity of securities being registered
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23.1
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Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
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23.2
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Consent of Maples and Calder (included in Exhibit 5.1)
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II-4
Solarfun Power Holdings CO., Ltd. ADS, Each Representing Five Ordinary Shares (MM) (NASDAQ:SOLF)
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