RENESOLA LTD | |||
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By:
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/s/ Xianshou Li | |
Name: | Xianshou Li | ||
Title: | Chief Executive Officer |
Exhibit No.
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Description
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99.1
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Press
release on ReneSola’s Notice of Annual General Meeting and Proposed AIM
Cancellation
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99.2
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Notice
of Annual General
Meeting
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Exhibit
99.1
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1.
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To
receive, consider and approve the financial statements for the year ended
31 December 2009, together with the reports of the auditors
thereon.
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2.
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To
re-elect Martin Bloom as a director of the Company, who is retiring by
rotation and offering himself for re-election in accordance with the
Company’s Articles of Association.
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3.
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To
authorise the Directors to re-appoint Deloitte Touche Tohmatsu as auditors
of the Company to hold office until the conclusion of the next General
Meeting at which the accounts are
laid.
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4.
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To
authorize the Directors to determine the remuneration of the
auditors.
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5.
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That
the maximum number of shares the Company is authorised to issue be
increased from 250,000,000 shares of no par value to 500,000,000 shares of
no par value having the rights set out in the Memorandum and Articles of
Association.
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6.
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That
the 2007 Share Incentive Plan be amended so as to increase the number of
reserved shares which may be issued in accordance with the rules of the
2007 Share Incentive Plan from 7,500,000 shares of no par value to
12,500,000 shares of no par value.
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7.
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That
the admission of the Company’s shares of no par value to trading on AIM, a
market operated by London Stock Exchange plc, be cancelled and that the
Directors be and are hereby authorised to take all steps which are
necessary and desirable in order to effect such cancellation with effect
from 30 November 2010 or such later date as the Directors may
determine.
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1.
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Introduction
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(i)
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the
relative inactivity, in share trading volume terms, of the Shares on AIM
in comparison to that on the NYSE;
and
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(ii)
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the
removal of the ongoing obligations and costs associated with the Company’s
continuing compliance with the AIM Rules for Companies (the “AIM Rules”)
and maintaining the quotation, together with the potential for conflict
between the two regulatory regimes.
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(i)
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If
Shareholders approve the Cancellation, Depositary Interest holders who
wish to hold ADSs should arrange to submit a stock withdrawal request
without delay and in accordance with established CREST procedures in order
to rematerialise their shareholding before 30 November
2010.
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(ii)
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Immediately
after submitting the stock withdrawal request, Depositary Interest holders
are requested to transfer their Shares into the name of BNY (Nominees)
Limited, One Canada Square, London E14 5AL by completing and returning the
stock transfer form included within the notice of AGM to the address
below, noting that their share certificate will be held by Capita pending
receipt of the stock transfer form and will not be dispatched to the
Shareholder upon rematerialisation. Shareholders should complete the stock
transfer form for an even number of shares
only.
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(iii)
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Once
the transfer is processed, the resulting new share certificate will be
sent to The Bank of New York Mellon in Manchester by Capita Registrars and
the process of converting Shares into ADSs will
begin.
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(iv)
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At
this stage, Shareholders should decide in what form they wish to receive
their ADSs. Shareholders can choose to hold ADSs through their US broker,
UK broker, or in certificated form if a Shareholder does not have a US or
UK broker.
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·
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Shareholders
who choose to receive ADSs through their US broker must retrieve from
their broker its Depository Trust Company (“DTC”) participant account
number, together with the beneficiary name and account at the DTC
participant, to which the ADSs are to be
delivered.
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·
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Shareholders
who choose to receive ADSs through their UK broker must retrieve from
their broker their CREST ID.
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·
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Shareholders
who do not have a US or UK broker may choose to receive the ADSs in
certificated form.
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(v)
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Upon
safe receipt of share certificate in the name of BNY (Nominees) Limited
and provided that all appropriate information and details are in order,
The Bank of New York Mellon Safe Custody Operations Group will provide the
necessary confirmation to the Depositary Receipts Division so that it may
create and deliver the ADSs through DTC, to the specified DTC participant
account, through CREST, or in certificated form in accordance with the
Shareholder’s instructions.
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(vi)
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It
is expected that the entire conversion process should take approximately
five business days to complete, whereupon Shareholders who previously held
Shares through DIs in CREST will receive ADSs and be able to trade them on
the NYSE.
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(i)
|
If
Shareholders approve the Cancellation, holders of certificated Shares who
wish to hold ADSs should transfer their Shares into the name of BNY
(Nominees) Limited, One Canada Square, London E14 5AL, by completing the
stock transfer form included within the notice of AGM. The form
and their share certificate should then be sent
to:
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(ii)
|
Once
the transfer is processed, the resulting share certificate will be sent to
The Bank of New York Mellon in Manchester by Capita Registrars to start
the process of converting Shares into ADSs
..
|
(iii)
|
At
this stage, Shareholders should decide in what form they wish to receive
their ADSs. Shareholders can choose to hold ADSs through their US broker,
UK broker, or in certificated form if a Shareholder does not have a US or
UK broker.
|
·
|
Shareholders
who choose to receive ADSs through their US broker must retrieve from
their broker its DTC participant account number, together with the
beneficiary name and account at the DTC participant, where the ADSs are to
be delivered to.
|
·
|
Shareholders
who choose to receive ADSs through their UK broker must retrieve from
their broker their CREST ID.
|
·
|
Shareholders
who do not have a US or UK broker may choose to receive the ADSs in
certificated form.
|
(iv)
|
Upon
safe receipt of share certificate in the name of BNY (Nominees) Limited
and provided that all appropriate information and details are in order,
The Bank of New York Mellon Safe Custody Operations Group will provide the
necessary confirmation to the Depositary Receipts Division so that it may
create and deliver the ADSs through DTC to the specified DTC participant
account, through CREST, or in certificated form in accordance with the
Shareholder’s instructions.
|
(v)
|
It
is expected that the entire conversion process should take approximately
five business days to complete, whereupon Shareholders who previously held
Shares in certificated form will receive ADSs and be able to trade them on
the NYSE.
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Tel:
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+86-573-8477-3903
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Email:
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feng.qi@renesola.com
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Tel:
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+86-10-8520-6284
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Email:
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derek.mitchell@ogilvy.com
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Tel:
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+1-646-460-9989
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Email:
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jessica.cohen@ogilvypr.com
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Tel:
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+44-20-7601-6100
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Email:
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tim.feather@westhousesecurities.com
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richard.baty@westhousesecurities.com
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1.
|
To receive,
consider and approve the financial statements for the year ended 31
December 2009, together with the reports of the auditors
thereon.
|
2.
|
To re-elect
Martin Bloom as a director of the Company, who is retiring by rotation and
offering himself for re-election in accordance with the Company's Articles
of Association.
|
3.
|
To authorise
the Directors to re-appoint Deloitte Touche Tohmatsu as Auditors of the
Company to hold office until the conclusion of the next General Meeting at
which the accounts are laid.
|
4.
|
To authorise
the Directors to determine the remuneration of the
Auditors.
|
5.
|
That the
maximum number of shares the Company is authorised to issue be increased
from 250,000,000 shares of no par value to 500,000,000 shares of no par
value having the rights set out in the Memorandum and Articles of
Association.
|
6.
|
That the 2007
Share Incentive Plan be amended so as to increase the number of reserved
shares which may be issued in accordance with the rules of the 2007 Share
Incentive Plan from 7,500,000 shares of no par value to 12,500,000 shares
of no par value.
|
7.
|
That the
admission of the Company's shares of no par value trading on AIM, a market
operated by London Stock Exchange plc, be cancelled and that the Directors
be and are hereby authorised to take all steps which are necessary and
desirable in order to effect such cancellation with effect from 30
November 2010 or such later date as the Directors may
determine.
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By
order of the board
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Registered
office
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RENESOLA
LTD
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Craigmuir
Chambers P.O. Box 71, Road Town,
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Tortola,
British Virgin Islands
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Registered
No. 1016246
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1.
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A
member entitled to attend and vote at the Annual General Meeting convened
by the above Notice is entitled to appoint one or more proxies to attend,
speak and vote on his behalf. A proxy need not be a member of the
Company.
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2.
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In
the case of joint holders, if two or more persons hold shares of the
Company jointly each of them may be present in person or by proxy at the
meeting of the Shareholders and may speak as a Shareholder, if only one of
the joint owners is present in person or by proxy he may vote on behalf of
all joint owners and if two or more are present in person or by proxy they
must vote as one.
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3.
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To
appoint a proxy you should complete the Form of Proxy enclosed with this
Notice of Annual General Meeting. To be valid the Form of Proxy, together
with the power of attorney or other authority (if any) under which it is
signed or notarially certified or office copy of the same, must be
delivered to the offices of Capita Registrars, The Registry, 34 Beckenham
Road, Beckenham, Kent BR3 4TU by no later than 48 hours before the time
fixed for the meeting or any adjourned
meeting.
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4.
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In
the case of holders of Depositary Interests representing shares of the
Company, a Form of Direction (of which a copy is enclosed) must be
completed in order to appoint Capita IRG Trustees Limited, the UK
Depositary, to vote on the holder's behalf at the meeting or, if the
meeting is adjourned, at the adjourned meeting. To be effective, a
completed and signed form of direction (and any power of attorney or other
authority under which it is signed) must be delivered by post or by hand
to Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3
4TU by no later than 72 hours before the time fixed for the meeting or any
adjourned meeting.
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5.
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Depositary
Interest holders must indicate how they wish their votes to be cast by
placing “X” in the box provided. On receipt of a Form of Direction duly
signed, you will be deemed to have authorised Capita IRG Trustees Limited
to vote, or to abstain from voting, as per your
instructions.
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6.
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Any
alterations made to the Form of Direction or Form of Proxy should be
initialled.
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7.
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In
the case of a corporation the Form of Direction or Form of Proxy should be
given under its Common Seal or under the hand of an officer or attorney
duly authorised in writing.
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8.
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As
a Registered Holder of American Depositary Shares representing shares of
the Company as of the Record Date, you may instruct the US Depositary (The
Bank of New York Mellon) to vote the underlying shares in accordance with
the Deposit Agreement.
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9.
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Registered
Holders of American Depositary Shares will receive a Depositary Receipt
Voting Instruction Card for this purpose and this must be completed,
signed and returned prior to 12 August 2010 at 5:00 p.m. EST. Voting
Instruction Cards for registered holders may be returned to the US
Depositary at:
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10.
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If
you hold American Depositary Shares representing shares in the Company
indirectly through a financial intermediary (Bank or Brokerage Firm), you
must rely on the procedures of the financial intermediary through which
you hold your shares to ensure participation in the shareholders
meeting.
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11.
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Pursuant
to Regulation 41 of the Uncertificated Securities Regulations 2001, the
Company specifies that only those members registered in the relevant
register of members of the Company at close of business on 18 August 2010
shall be entitled to attend and vote at the shareholders meeting or, if
the meeting is adjourned, close of business on such date being not more
than two days prior to the date fixed fro the adjourned meeting. Changes
to entries in the register of members after close of business on 18 August
2010 shall be disregarded in determining the right of any person to attend
or vote at the meeting.
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