Attached files
file | filename |
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8-K/A - FORM 8-K/A - Solar Power, Inc. | sopw20150319_8ka.htm |
EX-99.1 - EXHIBIT 99.1 - Solar Power, Inc. | ex99-1.htm |
EX-99.3 - EXHIBIT 99.3 - Solar Power, Inc. | ex99-3.htm |
Exhibit 99.2
GONGHE COUNTY XINTE PHOTOVOLTAIC CO., LTD.
UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
JUNE 30, 2014 AND 2013
INDEX TO UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
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Unaudited Interim Condensed Statements of Profit or Loss and Other Comprehensive Income |
2 |
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Unaudited Interim Condensed Balance Sheets |
3 |
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Unaudited Interim Condensed Statements of Changes in Equity |
4 |
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Unaudited Interim Condensed Statements of Cash Flows |
5 |
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Notes to the Unaudited Interim Condensed Financial Statements |
6 |
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UNAUDITED INTERIM CONDENSED STATEMENTS OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
FOR THE SIX-MONTHS ENDED JUNE 30, 2014
AND THE PERIOD FROM APRIL 28, 2013 (DATE OF INCORPORATION) TO JUNE 30, 2013
In RMB |
For the six months ended June 30, 2014 |
For the period from April 28, 2013 (date of incorporation) to June 30, 2013 |
||||||
Revenue (Note 6) |
4,361,260 | - | ||||||
Cost of sales |
(3,650,960 | ) | - | |||||
Gross profit |
710,300 | - | ||||||
General and administrative expenses |
(2,056 | ) | - | |||||
Operating income |
708,244 | - | ||||||
Finance income |
1,947 | |||||||
Profit before income taxes |
710,191 | - | ||||||
Income taxes (Note 5) |
(177,548 | ) | - | |||||
Profit for the period |
532,643 | - | ||||||
Other comprehensive income for the period |
- | - | ||||||
Total comprehensive income for the period |
532,643 | - |
The accompanying notes form part of these unaudited interim condensed financial statements.
UNAUDITED INTERIM CONDENSED BALANCE SHEETS
AS OF JUNE 30, 2014 AND DECEMBER 31, 2013
In RMB |
As of June 30, 2014 |
As of December 31, 2013 |
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ASSETS |
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Land use rights |
2,548,000 | 2,600,000 | ||||||
Property, plant and equipment |
176,349,059 | 179,948,020 | ||||||
TOTAL NON-CURRENT ASSETS |
178,897,059 | 182,548,020 | ||||||
CURRENT ASSETS: |
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Trade and other receivables (Note 3) |
5,102,675 | - | ||||||
Cash and cash equivalents |
1,861 | 2,000,660 | ||||||
TOTAL CURRENT ASSETS |
5,104,536 | 2,000,660 | ||||||
TOTAL ASSETS |
184,001,595 | 184,548,680 | ||||||
LIABILITIES AND EQUITY |
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CURRENT LIABILITIES: |
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Income taxes payable |
177,136 | 165 | ||||||
Trade and other payables (Note 4) |
181,291,321 | 182,548,020 | ||||||
TOTAL CURRENT LIABILITIES |
181,468,457 | 182,548,185 | ||||||
TOTAL LIABILITIES |
181,468,457 | 182,548,185 | ||||||
EQUITY: |
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Paid-in capital |
2,000,000 | 2,000,000 | ||||||
Retained earnings |
533,138 | 495 | ||||||
TOTAL EQUITY |
2,533,138 | 2,000,495 | ||||||
TOTAL LIABILITIES AND EQUITY |
184,001,595 | 184,548,680 |
The accompanying notes form part of these unaudited interim condensed financial statements.
UNAUDITED INTERIM CONDENSED STATEMENTS OF CHANGES IN EQUITY
FOR THE SIX-MONTHS ENDED JUNE 30, 2014
AND THE PERIOD FROM APRIL 28, 2013 (DATE OF INCORPORATION) TO JUNE 30, 2013
In RMB |
Paid-in Capital |
Retained Earnings |
Total |
|||||||||
Balance at April 28, 2013 (date of incorporation) |
- | - | - | |||||||||
Changes in equity for the period |
||||||||||||
Profit for the period |
- | - | - | |||||||||
Other comprehensive income |
- | - | - | |||||||||
Total comprehensive income |
- | - | - | |||||||||
Capital injection |
2,000,000 | - | 2,000,000 | |||||||||
Balance at June 30, 2013 |
2,000,000 | - | 2,000,000 | |||||||||
Balance at January 1, 2014 |
2,000,000 | 495 | 2,000,495 | |||||||||
Changes in equity for the period |
||||||||||||
Profit for the period |
- | 532,643 | 532,643 | |||||||||
Other comprehensive income |
||||||||||||
Total comprehensive income |
- | 532,643 | 532,643 | |||||||||
Balance as of June 30, 2014 |
2,000,000 | 533,138 | 2,533,138 |
The accompanying notes form part of these unaudited interim condensed financial statements.
UNAUDITED INTERIM CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX-MONTHS ENDED JUNE 30, 2014
AND THE PERIOD FROM APRIL 28, 2013 (DATE OF INCORPORATION) TO JUNE 30, 2013
Six-months ended June 30, |
From April 28 (date of incorporation) to June 30, |
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In RMB |
2014 |
2013 |
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Cash flows from operating activities |
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Profit before taxation |
710,191 | - | ||||||
Adjustment for: |
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Depreciation and amortization |
3,650,961 | - | ||||||
Finance income |
(1,947 | ) | - | |||||
Changes in: |
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Trade and other receivables |
(5,102,675 | ) | ||||||
Trade and other payables |
743,301 | - | ||||||
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Cash generated from operating activities |
(169 | ) | - | |||||
Tax paid |
(577 | ) | - | |||||
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Net cash generated from operating activities |
(746 | ) | - | |||||
Cash flows from investing activities |
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Purchase of property, plant and equipment |
(2,000,000 | ) | - | |||||
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Net cash used in investing activities |
(2,000,000 | ) | - | |||||
Cash flows from financing activities |
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Finance income received |
1,947 | |||||||
Capital injection |
- | 2,000,000 | ||||||
Net cash generated from financing activities |
1,947 | 2,000,000 | ||||||
Net (decrease)/increase in cash and cash equivalents |
(1,998,799 | ) | 2,000,000 | |||||
Cash and cash equivalents at beginning of the period |
2,000,660 | - | ||||||
Cash and cash equivalents at end of the period |
1,861 | 2,000,000 |
The accompanying notes form part of these unaudited interim condensed financial statements.
NOTE 1— REPORTING ENTITY
Gonghe County Xinte Photovoltaic Co., Ltd. (the “Company”) was incorporated on April 28, 2013. The address of its registered office is Photovoltaic Park, Gonghe County, Qing Hai Province, The People’s Republic of China (“PRC”). The Company is a limited liability company established at Qing Hai province in the PRC by TBEA Xinjiang Sunoasia Co., Ltd. (“TBEA Xinjiang”) and Xinjiang Sang Ou Solar Equipment Co., Ltd. (“Xinjiang Sang Ou”). As of June 30 ,2014, the Company was owned as to 90% by TBEA Xinjiang and 10% by Xinjiang Sang Ou. On December 31, 2014, 100% of the Company’s equity interests were acquired by Solar Power, Inc (“SPI”), an entity whose common stock is traded on the Over the Counter Bulletin Board in the United States. Thereafter, SPI has become the ultimate controlling party of the Company.
The Company is principally engaged in the development, investment and operation of the photovoltaic park located in PRC.
NOTE 2— BASIS OF PREPARATION OF FINANCIAL STATEMENTS
The accompanying interim condensed financial statements have been prepared in accordance with International Accounting Standards (IAS) 34 “Interim Financial Reporting” issued by the International Accounting Standards Board (“IASB”). They do not include all the information required for a complete set of financial statements prepared in accordance with International Financial Reporting Standards (“IFRSs”). However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Company’s financial position and performance since the financial statements for the period from April 28, 2013 (date of incorporation) to 31 December 2013.
IASB has issued a number of amendments to IFRSs and interpretations and new standards that are first effective for the accounting period beginning on January 1, 2014. These developments have had no material impact on the contents of these condensed interim financial statements. Except for these developments, the accounting policies applied by the Company in these interim condensed financial statements are the same as those applied by the Company in its financial statements for the period from April 28, 2013 (date of incorporation) to December 31, 2013. The Company has not applied any new standard or interpretation that is not yet effective for the current accounting period.
The interim condensed financial statements were authorized for issue by the Board of Directors of the Company on March 19, 2015.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods.
The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As at June 30, 2014, the Company had net current liabilities of RMB 176,363,921. The current liabilities of the Company as at June 30, 2014 included an amount of RMB180,176,220 which was payable to TBEA Xinjiang in connection with the construction of the Company’s photovoltaic park.
The directors of the Company have given careful consideration to the future liquidity and performance of the Company and its available sources of finance in assessing whether the Company will have sufficient financial resources to continue as a going concern.
The directors believe the Company will generate sufficient cash flow and continue as a going concern on the basis that SPI, the Company’s parent company since December 31, 2014, has undertaken to provide financial support to the Company through at least December 31, 2015 to the extent necessary such that the Company can meet its financial obligations as and when they fall due. Accordingly, the accompanying financial statements have been prepared on a going concern basis.
NOTE 3—TRADE AND OTHER RECEIVABLES
In RMB |
As of June 30, 2014 |
As of December 31, 2013 |
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Trade receivables |
5,102,675 |
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- |
All trade receivables are due from State Grid Qinghai Electric Power Company (“State Grid”) for the sales of electricity. For receivables relating to the basic tariff portion, credit period of 1 month is offered. For receivables relating to the additional tariff portion, the directors expect that they will settled within one year in the absence of contractual credit terms.
NOTE 4—TRADE AND OTHER PAYABLES
In RMB |
As of June 30, 2014 |
As of December 31, 2013 |
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Payables for property, plant and equipment |
180,486,220 | 182,486,220 | ||||||
Value added tax payable |
741,301 | - | ||||||
Other payable and accruals |
63,800 | 61,800 | ||||||
Total |
181,291,321 | 182,548,020 |
NOTE 5—TAXATION
(a) Taxation in the profit or loss represents:
In RMB |
Period ended June 30, 2014 |
From April 28, 2013 (date of incorporation) to June 30, 2013 |
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Current tax |
177,548 | - |
Pursuant to the tax law in PRC, the statutory income tax rate applicable to the Company in 2014 was 25% (2013: 25%).
NOTE 6—REVENUE
In RMB |
Period ended June 30, 2014 |
From April 28, 2013 (date of incorporation) to June 30, 2013 |
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Sales of electricity – basic tariff portion |
1,504,635 | - | ||||||
Sales of electricity – additional tariff portion |
2,856,625 | - | ||||||
Total |
4,361,260 | - |
The Company’s Photovoltaic Park has been grid connected for sales of electricity to State Grid since January 2014. The sales revenue from electricity are recognized based on the actual kilowatt hours of electricity delivered on grid multiplied by the respective basic and additional tariffs (collectively the “On-Grid tariff”). The On-Grid tariff is determined by the State Development and Reform Committee while the allocation of On-Grid tariff between basic and additional tariff is performed by the State Grid.
NOTE 7—RELATED PARTY TRANSACTIONS
The Company had no material transactions with its related party during the reporting period.
The Company had following balances with its related party at the end of the reporting period.
(a) |
Trade and other payables |
In RMB |
As of June 30, 2014 |
As of December 31, 2013 |
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Immediate holding company |
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TBEA Xinjiang. |
180,176,220 |
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182,174,220 |
The payables due to TBEA Xinjiang were primarily related to the construction of the Company’s photovoltaic park in the previous reporting period.
In connection with the SPI’s acquisition of the Company’s entire equity interests as set out in note 1, the Company, TBEA Xinjiang, Xinjiang Sang Ou and SPI entered into an agreement date November 6, 2014, pursuant to which payables of RMB 144,200,000 due to TBEA Xinjiang as at that date are repayable on December 31, 2015, carry interests at an annual rate of 5.88% and are guaranteed by SPI and the remaining payables of RMB 18,800,000 as at that date are due for payment by May 30, 2015.
NOTE 8—IMMEDIATE AND ULTIMATE CONTROLLING PARTY
At June 30, 2014, the directors considered the immediate holding company to be TBEA Xinjiang and Xinjiang Sang Ou, both of which are incorporated in the PRC, and the ultimate holding company to be TBEA Co., Ltd., which is incorporated in the PRC. TBEA Co., Ltd. produces financial statements in accordance with PRC accounting standards that are available for public use.
In December 2014, SPI acquired all the equity interests of Gonghe County Xinte Photovoltaic Co., Ltd. and has become the ultimate controlling party of the Company.
NOTE 9- SUBSEQUENT EVENT
In addition to those subsequent events disclosed in note 1 and note 7(a), the following event has taken place after June 30, 2014.
On July 21, 2014, the Company’s Board of Directors resolved to increase the Company’s registered capital by RMB 33,000,000, from RMB 10,000,000 to RMB 43,000,000 and the Company’s paid-in capital by RMB 41,000,000, from RMB 2,000,000 to RMB 43,000,000. Prior to the date of acquisition by SPI, the Company had received the additional paid in capital of RMB41,000,000 from TBEA Xinjiang and Xinjiang Sang Ou.
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