China Sunergy Co., Ltd. (Nasdaq: CSUN) (“China Sunergy” or “the Company”), a specialized solar cell and module manufacturer, today announced that it will hold its Annual General Meeting (“AGM”) on September 5, 2012 at 9:00 a.m. (Beijing Time). The AGM will be held at No. 123, Focheng West Road, Jiangning Economic & Technical Development Zone, Nanjing, Jiangsu 211100, the People’s Republic of China.
Holders of record of ordinary shares of the Company at the close of business on August 3, 2012 are entitled to notice of, and to vote at, the AGM or any adjournment or postponement thereof. Holders of the Company’s American depositary shares (“ADSs”) who wish to exercise their voting rights for the underlying ordinary shares must act through the depositary of the Company’s ADS program, JPMorgan Chase Bank, N.A.
The AGM will discuss and seek adoption of the following resolutions to be proposed by the Company:
Proposal No. 1 – Retirement and Re-election of Mr. Jianhua Zhao as a Class B director of the Company;
Proposal No. 2 – Retirement and Re-election of Ms. Merry Tang as a Class B director of the Company;
Proposal No. 3 – Appointment of the Independent Auditor Deloitte Touche Tohmatsu CPA Ltd. for the fiscal year 2012;
Proposal No. 4 – Authorization of the board of directors to fix the remuneration of the auditors of the Company; and
Proposal No. 5 – The directors be, and hereby are, authorized to take any and every action that might be necessary to effect the foregoing resolutions 1 to 4 as such director, in his or her absolute discretion, thinks fit.
For more details, please refer to this link to our corporate website’s Investor Room: http://investors.chinasunergy.com/staging/phoenix.zhtml?c=211846&p=irol-agm
The Company also announced that Mr. Steve Morgan resigned from his position as an independent director of China Sunergy on August 3, 2012. Additionally, in order for the Company to maintain a majority of independent directors, Mr. Stephen Zhifang Cai resigned from his position as an executive director of China Sunergy on August 3, 2012. Mr. Steve Morgan’s resignation was due to personal reasons and did not arise from any disagreement with or any matter relating to the Company’s operations, policies or practices. Mr. Stephen Zhifang Cai will continue to serve as the Chief Executive Officer of the Company. Following their resignations, the Company’s board composition will be reduced from nine members to seven members with four independent directors. The Company’s board of directors has appointed Mr. Xiaoqian Zhou to succeed Mr. Steve Morgan as a member of the Company’s audit committee effective from August 3, 2012.
As a result of resignations of Mr. Steve Morgan and Mr. Stephen Zhifang Cai, the number of the Company’s board members declines but the independent directors continue to compose a majority of the Company’s board of directors. The Company believes that this decline in the number of board seats is in line with the Company’s strategy to save administrative costs and improve decision-making efficiency, and follow the recent trend of streamlining business process by reducing the size of boards of directors.
The Company has filed its annual reports on Form 20-F (the “20-F”), which includes the Company’s audited financial statements for the fiscal year ended December 31, 2011, with the U.S. Securities and Exchange Commission (the “SEC”). If you would like to obtain a copy of the 20-F, you can (1) send your request for a physical copy by email to IR@chinasunergy.com; (2) notify the Company of your e-mail address by sending your request to IR@chinasunergy.com and a softcopy will be sent to your e-mail address provided; and (3) you may also view the annual report at the Company’s website at http://investors.chinasunergy.com.