SINGAPORE - Responding to queries from the Singapore Exchange, Sunpower Group said on Tuesday night (Nov 20) that is not in breach of any of the group's loan provisions following unauthorised transfers of shares belonging to two of their substantial shareholders.
Sunpower has issued convertible bonds of US$110 million due 2022 to Glory Sky Vision (GSV) as well as a second tranche of convertible bonds for up to US$70 million due 2022 to Blue Starry Energy (BSE) and GSV. BSE is beneficially owned by DCP Capital Partners and GSV is beneficially owned by CDH China Management Company.
Under the agreements relating to bonds, executive chairman Guo Hongxin and executive director Ma Ming had provided irrevocable undertakings to GSV and BSE not to dispose of a certain percentage of their interests in the company's shares.
In an earlier announcement to the Singapore Exchange on Nov 8, the company said that Mr Guo and Mr Ma had each entered into a loan agreement in their personal capacities with America 2030 Capital to take a loan for their personal use. They subsequently discovered that each of their 14 million ordinary shares, which had been deposited in a designated account as collateral, was allegedly no longer in the account.
Under the convertible bonds agreements, Mr Guo and Mr Ma are not to dispose of more than 20 per cent of their combined holdings in the shares of the companies unless the outstanding bonds have fallen below 5 per cent.
"The company understands that the shares of Mr Guo and Mr Ma (of approximately 1.89 per cent each of the total issued share capital of the company), which have been transferred without authority, is less than the percentage as stipulated in the foregoing restriction," said Sunpower.
Sunpower also highlighted that there are no specific restrictions under the bonds agreements imposed on Mr Guo and Mr Ma with respect to pledging any securities, and added there was thus no breach of the provisions in the agreements from them pledging shares as collateral to America 2030.
Sunpower highlighted: "The America 2030 loan agreement constitutes borrowings of the group's substantial shareholders and do not, in any way, constitute borrowings of the group. Given the foregoing, as well as... (the response that) the group is not in breach of any of the terms of its borrowings, the board is of the opinion that, the America 2030 loan agreement does not have any bearing on the group's borrowings and the group is therefore able to continue as a going concern."