Hanwha SolarOne Co., Ltd. (“SolarOne” or the “Company”) (Nasdaq: HSOL), a vertically integrated manufacturer of silicon ingots, wafers and photovoltaic (“PV”) cells and modules in China, today announced that it has amended its Shareholder Agreement, dated as of September 16, 2010, by and among the Company and Hanwha Solar Holdings Co., Ltd. (“Holdings”), and its Share Issuance and Repurchase Agreement, dated September 16, 2010, by and among the Company and Holdings. Both amendments are dated November 12, 2013.
The amendments eliminate certain restrictions in the Shareholder Agreement and the Share Issuance and Repurchase Agreement that limited Holdings’ ability to increase its ownership in the Company above 49.9% and remove the requirement that the board be comprised of seven directors. The amendments also allow Holdings to nominate directors to the board according to a formula based on its share ownership in the Company; however, the number of directors that Holdings may nominate will in any event be less than a majority of the board. The amendments were considered by a special committee of the board of the Company comprised entirely of independent directors, and recommended to and approved by the board.