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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/17/16 SPI Energy Co., Ltd. 20-F 12/31/15 146:11M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 20-F Annual Report by a Foreign Non-Canadian Issuer HTML 1.40M
2: EX-8.1 Opinion of Counsel re: Tax Matters HTML 55K
6: EX-13.1 Annual or Quarterly Report to Security Holders HTML 40K
7: EX-13.2 Annual or Quarterly Report to Security Holders HTML 40K
3: EX-11.1 Statement re: Computation of Earnings Per Share HTML 76K
4: EX-12.1 Statement re: Computation of Ratios HTML 44K
5: EX-12.2 Statement re: Computation of Ratios HTML 44K
8: EX-15.2 Letter re: Unaudited Interim Financial Info HTML 42K
15: R1 Document and Entity Information HTML 64K
16: R2 Consolidated Balance Sheets HTML 190K
17: R3 Consolidated Balance Sheets (Parenthetical) HTML 63K
18: R4 Consolidated Statements of Operations HTML 112K
19: R5 Consolidated Statements of Comprehensive Loss HTML 62K
20: R6 Consolidated Statements Of Shareholders' Equity HTML 93K
21: R7 Consolidated Statements of Cash Flows HTML 228K
22: R8 Description of Business HTML 53K
23: R9 Summary of Significant Accounting Policies HTML 125K
24: R10 Business Acquisitions HTML 84K
25: R11 Restricted cash HTML 43K
26: R12 Short-term investments HTML 44K
27: R13 Accounts Receivable HTML 65K
28: R14 Inventories HTML 47K
29: R15 Project Assets HTML 63K
30: R16 Prepaid expenses and other current assets HTML 51K
31: R17 Finance lease receivables HTML 52K
32: R18 Property, Plant and Equipment HTML 53K
33: R19 Investment in an affiliate HTML 58K
34: R20 Fair value measurement HTML 74K
35: R21 Notes payable HTML 41K
36: R22 Accrued liabilities HTML 47K
37: R23 Advance from customers HTML 42K
38: R24 Convertible Bonds HTML 61K
39: R25 Other liabilities HTML 51K
40: R26 Goodwill and Other Intangible Assets HTML 66K
41: R27 Stock option HTML 44K
42: R28 Stockholders' Equity HTML 61K
43: R29 Stock-based Compensation HTML 106K
44: R30 Impairment charges HTML 47K
45: R31 Income Taxes HTML 81K
46: R32 Net Loss Per Share of Common Stock HTML 51K
47: R33 Commitments and Contingencies HTML 61K
48: R34 Operating Risk HTML 63K
49: R35 Segment information HTML 67K
50: R36 Related Party Transactions HTML 56K
51: R37 Subsequent Events HTML 50K
52: R38 Summary of Significant Accounting Policies HTML 195K
(Policies)
53: R39 Property, Plant and Equipment (Tables) HTML 52K
54: R40 Summary of Significant Accounting Policies HTML 46K
(Tables)
55: R41 Business Acquisitions (Tables) HTML 67K
56: R42 Accounts Receivable (Tables) HTML 61K
57: R43 Inventories (Tables) HTML 46K
58: R44 Project Assets (Tables) HTML 46K
59: R45 Prepaid expenses and other current assets (Tables) HTML 52K
60: R46 Finance lease receivables (Tables) HTML 52K
61: R47 Investment in an affiliate (Tables) HTML 59K
62: R48 Fair value measurement (Tables) HTML 63K
63: R49 Accrued liabilities (Tables) HTML 46K
64: R50 Convertible Bonds (Tables) HTML 49K
65: R51 Other liabilities (Tables) HTML 49K
66: R52 Goodwill and Other Intangible Assets (Tables) HTML 65K
67: R53 Stockholders' Equity (Tables) HTML 51K
68: R54 Stock-based Compensation (Tables) HTML 109K
69: R55 Impairment charges (Tables) HTML 47K
70: R56 Income Taxes (Tables) HTML 83K
71: R57 Net Loss Per Share of Common Stock (Tables) HTML 48K
72: R58 Commitments and Contingencies (Tables) HTML 46K
73: R59 Operating Risk (Tables) HTML 64K
74: R60 Segment information (Tables) HTML 67K
75: R61 Summary of Significant Accounting Policies - HTML 175K
Additional information (Detail)
76: R62 Summary of Significant Accounting Policies - HTML 69K
Property , Plant and Equipment (Detail)
77: R63 Summary of Significant Accounting Policies - HTML 47K
Reconciliation of Total Interest Cost (Detail)
78: R64 Business Acquisitions - Additional Information HTML 189K
(Detail)
79: R65 Business Acquisitions - Allocation of Purchase HTML 104K
Price (Detail)
80: R66 Business Acquisitions - Unaudited Proforma HTML 48K
Consolidated Results of Acquisitions (Detail)
81: R67 Restricted Cash - Additional Information (Detail) HTML 59K
82: R68 Short-term Investments - Additional Information HTML 64K
(Detail)
83: R69 Accounts Receivable - Additional Information HTML 90K
(Detail)
84: R70 Accounts Receivable - Schedule of Movement of HTML 50K
Allowance for Doubtful Accounts (Detail)
85: R71 Accounts Receivable - Ageing of Accounts HTML 63K
Receivable (Detail)
86: R72 Inventories - Components of Inventories (Detail) HTML 51K
87: R73 Inventories - Additional Information (Detail) HTML 42K
88: R74 Project Assets - Additional Information (Detail) HTML 183K
89: R75 Project Assets - Summary of Project Assets HTML 51K
(Detail)
90: R76 Prepaid Expenses and Other Current Assets - HTML 59K
Summary of Prepaid Expenses and Other Current
Assets (Detail)
91: R77 Prepaid Expenses and Other Current Assets - HTML 84K
Summary of Prepaid Expenses and Other Current
Assets (Parenthetical) (Detail)
92: R78 Finance Lease Receivables - Additional Information HTML 48K
(Detail)
93: R79 Finance Lease Receivables - Schedule of Finance HTML 54K
Lease Receivable (Detail)
94: R80 Finance Lease Receivables - Schedule of Future HTML 56K
Maturities of Minimum Lease Payments Receivable
(Detail)
95: R81 Property, Plant and Equipment - Property, Plant HTML 65K
and Equipment (Detail)
96: R82 Property, Plant and Equipment - Additional HTML 50K
Information (Detail)
97: R83 Investment in an Affiliate - Additional HTML 52K
Information (Detail)
98: R84 Investment in an Affiliate - Summary of Unaudited HTML 99K
Financial Information (Detail)
99: R85 Investment in an Affiliate - Schedule of HTML 49K
Difference between Carrying Value of Investment in
Purchased Common Stock and Underlying Equity in
Net Assets (Detail)
100: R86 Investment in an Affiliate - Schedule of HTML 44K
Difference between Carrying Value of Investment in
Purchased Common Stock and Underlying Equity in
Net Assets (Parenthetical) (Detail)
101: R87 Fair Value Measurement - Carrying Amounts and HTML 133K
Estimated Fair Values of Financial Instruments
(Detail)
102: R88 Fair Value Measurement - Additional Information HTML 80K
(Detail)
103: R89 Accrued Liabilities (Detail) HTML 53K
104: R90 Accrued Liabilities - Additional Information HTML 44K
(Detail)
105: R91 Advance from Customers - Additional Information HTML 46K
(Detail)
106: R92 Short Term Borrowings and Long Term Borrowings HTML 59K
(Detail)
107: R93 Short Term Borrowings and Long Term Borrowings - HTML 136K
Additional Information (Detail)
108: R94 Other Liabilities - Summary of Other Liabilities HTML 65K
(Detail)
109: R95 Other Liabilities - Additional Information HTML 48K
(Detail)
110: R96 Goodwill and Other Intangible Assets - Carrying HTML 51K
Amount of Goodwill (Detail)
111: R97 Goodwill and Other Intangible Assets - Additional HTML 53K
Information (Detail)
112: R98 Goodwill and Other Intangible Assets - Other HTML 61K
Intangible Assets (Detail)
113: R99 Goodwill and Other Intangible Assets - Estimated HTML 57K
Future Amortization Expense Related to Other
Intangible Assets (Detail)
114: R100 Convertible Bonds - Additional Information HTML 77K
(Detail)
115: R101 Stock Option - Additional Information (Detail) HTML 79K
116: R102 Stockholders' Equity - Additional Information HTML 60K
(Detail)
117: R103 Stockholders' Equity - Summary of Common Stock HTML 119K
Issuances (Detail)
118: R104 Stockholders' Equity - Summary of Common Stock HTML 68K
Issuances (Parenthetical) (Detail)
119: R105 Stock-based Compensation - Summary of Consolidated HTML 48K
Stock-based Compensation Expense, by Type of
Awards (Detail)
120: R106 Stock-based Compensation - Summary of Consolidated HTML 53K
Stock-based Compensation by Line Item (Detail)
121: R107 Stock-based Compensation - Additional Information HTML 108K
(Detail)
122: R108 Stock-based Compensation - Assumptions used to HTML 55K
Estimate Fair Value of Share-based Payment Awards
(Detail)
123: R109 Stock-based Compensation - Summary of Stock Option HTML 86K
Activity (Detail)
124: R110 Stock-based Compensation - Summary of Exercise HTML 67K
Price and Remaining Life Information about Options
Exercisable (Detail)
125: R111 Stock-based Compensation - Schedule of Changes in HTML 67K
Nonvested Stock Awards (Detail)
126: R112 Stock-based Compensation - Schedule of Share-based HTML 58K
Compensation, Restricted Stock and Restricted
Stock Units Activity (Detail)
127: R113 Impairment Charges - Summary of Asset Impairment HTML 52K
Charges (Detail)
128: R114 Income Taxes - Loss Before Provision for Income HTML 48K
Taxes by Geographic Locations (Detail)
129: R115 Income Taxes - Schedule of Provision for Income HTML 70K
Taxes (Detail)
130: R116 Income Taxes - Additional Information (Detail) HTML 68K
131: R117 Income Taxes - Reconciliation Between Actual HTML 71K
Income Tax Expense and Income Tax (Detail)
132: R118 Income Taxes - Schedule of Deferred Income Taxes HTML 85K
(Detail)
133: R119 Net Loss Per Share of Common Stock - Additional HTML 46K
Information (Detail)
134: R120 Net Loss Per Share of Common Stock - Schedule of HTML 58K
Earnings Per Share Basic and Diluted (Detail)
135: R121 Commitments and Contingencies - Additional HTML 107K
Information (Detail)
136: R122 Commitments and Contingencies - Schedule of Future HTML 59K
Minimum Rental Payments for Operating Leases
(Detail)
137: R123 Operating Risk - Concentrations of Credit Risk and HTML 79K
Major Customers - Revenue (Detail)
138: R124 Operating Risk - Concentrations of Credit Risk and HTML 65K
Major Customers - Receivables (Detail)
139: R125 Segment Information - Net Sales by Major Product HTML 59K
and Services (Detail)
140: R126 Segment Information - Net Sales by Geographic HTML 60K
Location (Detail)
141: R127 Segment Information - Geographic Information Based HTML 59K
Upon Physical Location for Long-Lived Assets
(Detail)
142: R128 Related Party Transactions - Additional HTML 140K
Information (Detail)
143: R129 Subsequent Events - Additional Information HTML 97K
(Detail)
145: XML IDEA XML File -- Filing Summary XML 278K
144: EXCEL IDEA Workbook of Financial Reports XLSX 182K
9: EX-101.INS XBRL Instance -- spi-20151231 XML 2.64M
11: EX-101.CAL XBRL Calculations -- spi-20151231_cal XML 516K
12: EX-101.DEF XBRL Definitions -- spi-20151231_def XML 1.46M
13: EX-101.LAB XBRL Labels -- spi-20151231_lab XML 2.78M
14: EX-101.PRE XBRL Presentations -- spi-20151231_pre XML 2.08M
10: EX-101.SCH XBRL Schema -- spi-20151231 XSD 389K
146: ZIP XBRL Zipped Folder -- 0001193125-16-593321-xbrl Zip 349K
| EX-11.1 |
Exhibit 11.1
SPI ENERGY CO., LTD.
CODE OF BUSINESS CONDUCT AND ETHICS
| I. | Purpose |
SPI Energy Co., Ltd., a company incorporated in the Cayman Islands, and its subsidiaries (the “Company”) is committed to conduct its business in accordance with applicable laws, rules and regulations and the highest standards of business ethics. This Code of Business Conduct and Ethics (the “Code”) contains general guidelines for conducting the business of the Company. To the extent this Code requires a higher standard than required by commercial practice or applicable laws, rules or regulations, we adhere to these higher standards.
This Code is designed to deter wrongdoing and to promote:
(i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
(ii) full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company will file with, or submit to, the U.S. Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company;
(iii) compliance with applicable governmental laws, rules and regulations;
(iv) prompt internal reporting of violations of the Code; and
(v) accountability for adherence to the Code.
| II. | Applicability |
This Code applies to all of the directors, officers, employees and advisors of the Company, whether they work for the Company on a full-time, part-time, consultative, or temporary basis (each an “employee” and collectively, the “employees”).
The Board of Directors of the Company (the “Board”) has appointed chief financial officer as the compliance officer for the Company (the “Compliance Officer”). If you have any questions regarding the Code or would like to report any violation of the Code, please call the Compliance Officer. Any questions or violations of the Code involving an executive officer, which include the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and any other persons who perform similar functions for the Company (each an “executive officer”), shall be directed or reported to any of our independent directors on the Board or the members of the appropriate committee of the Board, and any such questions or violations will be reviewed directly by the Board or the appropriate committee of the Board.
This Code was adopted by the Board on December 29, 2015 and will become effective immediately upon commencement of the trading of the American depositary shares of the Company representing the Company’s ordinary shares on the NASDAQ Capital Market (“NASDAQ”).
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| III. | Conflicts of Interest |
| A. | Identifying Conflicts of Interest |
A conflict of interest occurs when an employee’s private interest interferes, or appears to interfere, in any way with the interests of the Company as a whole. You should actively avoid any private interest that may influence your ability to act in the interests of the Company or that may make it difficult to perform your work objectively and effectively. In general, the following should be considered conflicts of interest:
1. Competing Business. No employee may be concurrently employed by a business that competes with the Company or deprives it of any business.
2. Corporate Opportunity. No employee should use corporate property, information or his or her position with the Company to secure a business opportunity that would otherwise be available to the Company. If you discover a business opportunity that is in the Company’s line of business, through the use of the Company’s property, information or position, you must first present the business opportunity to the Company before pursuing the opportunity in your individual capacity.
3. Financial Interests.
(i) No employee may have any financial interest (ownership or otherwise), either directly or indirectly through a spouse or other family member, in any other business entity if such financial interest adversely affects the employee’s performance of duties or responsibilities to the Company, or requires the employee to devote certain time during such employee’s working hours at the Company;
(ii) no employee may hold any ownership interest in a privately-held company that is in competition with the Company;
(iii) an employee may hold up to but no more than 1.0% ownership interest in a publicly traded company that is in competition with the Company; and
(iv) no employee may hold any ownership interest in a company that has a material business relationship with the Company.
If an employee’s ownership interest in a business entity described in clause (iii) above increases to more than 1.0%, the employee must immediately report such ownership to the Compliance Officer.
4. Loans or Other Financial Transactions. No employee may obtain loans or guarantees of personal obligations from, or enter into any other personal financial transaction with, any company that is a material customer, supplier or competitor of the Company. This guideline does not prohibit arm’s-length transactions with recognized banks or other financial institutions.
5. Service on Boards and Committees. No employee should serve on a board of directors or trustees or on a committee of any entity (whether profit or not-for-profit) whose interests reasonably could be expected to conflict with those of the Company. Employees must obtain prior approval from the Board before accepting any such board or committee position. The Company may revisit its approval of any such position at any time to determine whether service in such position is still appropriate.
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It is difficult to list all of the ways in which a conflict of interest may arise, and we have provided only a few, limited examples. If you are faced with a difficult business decision that is not addressed above, ask yourself the following questions:
| • | Is it legal? |
| • | Is it honest and fair? |
| • | Is it in the best interests of the Company? |
| B. | Disclosure of Conflicts of Interest |
The Company requires that employees fully disclose any situations that reasonably could be expected to give rise to a conflict of interest. If you suspect that you have a conflict of interest, or something that others could reasonably perceive as a conflict of interest, you must report it immediately to the Compliance Officer. Conflicts of interest may only be waived by the Board, or the appropriate committee of the Board, and will be promptly disclosed to the public to the extent required by law.
| C. | Family Members and Work |
The actions of family members outside the workplace may also give rise to conflicts of interest because they may influence an employee’s objectivity in making decisions on behalf of the Company. If a member of an employee’s family is interested in doing business with the Company, the criteria as to whether to enter into or continue the business relationship, and the terms and conditions of the relationship, must be no less favorable to the Company compared with those that would apply to a non-relative seeking to do business with the Company under similar circumstances.
Employees should report any situation involving family members that could reasonably be expected to give rise to a conflict of interest to their supervisor or the Compliance Officer. For purposes of this Code, “family members” or “members of your family” include your spouse, brothers, sisters and parents, in-laws and children.
| IV. | Gifts and Entertainment |
| A. | Generally |
The giving and receiving of gifts is common business practice. Appropriate business gifts and entertainment are welcome courtesies designed to build relationships and understanding among business partners. However, gifts and entertainment should never compromise, or appear to compromise, your ability to make objective and fair business decisions.
It is the responsibility of employees to use good judgment in this area. As a general rule, employees may give or receive gifts or entertainment to or from customers or suppliers only if the gift or entertainment could not be viewed as an inducement to any particular business decision. All gifts and entertainment expenses made on behalf of the Company must be properly accounted for on expense reports, and all gift and entertainment expenses exceeding RMB1,000 made on behalf of the Company must be approved by the head of the relevant department of the Company.
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Employees may only accept appropriate gifts. We encourage employees to submit gifts received to the Company. While it is not mandatory to submit small gifts, gifts of over RMB200 must be submitted immediately to the administration department of the Company.
The Company’s business conduct is founded on the principle of “fair transaction.” Therefore, no employee may give or receive kickbacks, bribe others, or secretly give or receive commissions or any other personal benefits.
| B. | United States Foreign Corrupt Practices Act Compliance |
The United States Foreign Corrupt Practices Act (“FCPA”) prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. A violation of FCPA not only violates the Company’s policy but is also a civil or criminal offense under FCPA which the Company is subject to after the Code becomes effective. No employee shall give or authorize directly or indirectly any illegal payments to government officials of any country. While the FCPA does, in certain limited circumstances, allow nominal “facilitating payments” to be made, any such payment must be discussed with and approved by your supervisor in advance before it can be made.
| C. | Political Contributions |
Except as approved in advance by the Chief Executive Officer or Chief Financial Officer of the Company, the Company prohibits political contributions (directly or through trade associations) by any employee on behalf of the Company. Prohibited political contribution activities include:
| (i) | any contributions of Company funds or other assets for political purposes; |
| (ii) | encouraging individual employees to make any such contribution; and |
| (iii) | reimbursing an employee for any political contribution. |
| V. | Fair Dealing |
The Company strives to compete and to succeed through superior performance and without the use of unethical or illegal practices. Accordingly, the Company’s employees should respect the rights of, and should deal fairly with, the Company’s customers, suppliers, competitors and employees and should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information or any material misrepresentation. For example, an individual should not:
(i) give or receive kickbacks, bribe others, or secretly give or receive commissions or any other personal benefits;
(ii) spread rumors about competitors, customers or suppliers that the individual knows to be false;
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(iii) intentionally misrepresent the nature of quality of the Company’s products/services; or
(iv) otherwise seek to advance the Company’s interests by taking unfair advantage of anyone through unfair dealing practices, including engaging in unfair practices through a third party.
| VI. | Protection and Use of Company Assets |
Employees should protect the Company’s assets and ensure their efficient use for legitimate business purposes only. Theft, carelessness and waste have a direct impact on the Company’s profitability. The use of the funds or assets of the Company, whether for personal gain or not, for any unlawful or improper purpose is strictly prohibited.
To ensure the protection and proper use of the Company’s assets, each employee should:
(i) exercise reasonable care to prevent theft, damage or misuse of Company property;
(ii) promptly report the actual or suspected theft, damage or misuse of Company property;
(iii) safeguard all electronic programs, data, communications and written materials from inadvertent access by others; and
(iv) use Company property only for legitimate business purposes.
| VII. | Intellectual Property and Confidentiality |
1. All inventions, creative works, computer software, and technical or trade secrets developed by an employee in the course of performing the employee’s duties or primarily through the use of the Company’s materials and technical resources while working at the Company, shall be the property of the Company.
2. The Company maintains a strict confidentiality policy. During an employee’s term of employment, the employee shall comply with any and all written or unwritten rules and policies concerning confidentiality and shall fulfill the duties and responsibilities concerning confidentiality applicable to the employee.
3. In addition to fulfilling the responsibilities associated with his position in the Company, an employee shall not, without first obtaining approval from the Company, disclose, announce or publish trade secrets or other confidential business information of the Company, nor shall an employee use such confidential information outside the course of his duties to the Company.
4. Even outside the work environment, an employee must maintain vigilance and refrain from disclosing important information regarding the Company or its business, customers or employees.
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5. An employee’s duty of confidentiality with respect to the confidential information of the Company survives the termination of such employee’s employment with the Company for any reason until such time as the Company discloses such information publicly or the information otherwise becomes available in the public sphere through no fault of the employee.
6. Upon termination of employment, or at such time as the Company requests, an employee must return to the Company all of its property without exception, including all forms of medium containing confidential information, and may not retain duplicate materials.
| VIII. | Accuracy of Financial Reports and Other Public Communications |
Public companies are required to report their financial results and other material information about their businesses to the public and the SEC. It is the Company’s policy to promptly disclose accurate and complete information regarding its business, financial condition and results of operations. Employees must strictly comply with all applicable standards, laws, regulations and policies for accounting and financial reporting of transactions, estimates and forecasts. Inaccurate, incomplete or untimely reporting will not be tolerated and can severely damage the Company and result in legal liability.
Employees should be on guard for, and promptly report, any possibility of inaccurate or incomplete financial reporting. Particular attention should be paid to:
(v) financial results that seem inconsistent with the performance of the underlying business;
(vi) transactions that do not seem to have an obvious business purpose; and
(vii) requests to circumvent ordinary review and approval procedures.
The Company’s senior financial officers and other employees working in the finance and accounting department have a special responsibility to ensure that all of the Company’s financial disclosures are full, fair, accurate, timely and understandable. Any practice or situation that might undermine this objective should be reported to the Compliance Officer.
Employees are prohibited from directly or indirectly taking any action to coerce, manipulate, mislead or fraudulently influence the Company’s independent auditors for the purpose of rendering the financial statements of the Company materially misleading. Prohibited actions include but are not limited to those actions taken to coerce, manipulate, mislead or fraudulently influence an auditor:
(i) to issue or reissue a report on the Company’s financial statements that is not warranted in the circumstances (due to material violations of U.S. GAAP, generally accepted auditing standards or other professional or regulatory standards);
(ii) not to perform audit, review or other procedures required by generally accepted auditing standards or other professional standards;
(iii) not to withdraw an issued report; or
(iv) not to communicate matters to the Company’s audit committee of the Board.
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Employees with information relating to questionable accounting or auditing matters may also confidentially, and anonymously if they desire, submit the information in writing to the Company’s audit committee of the Board.
| IX. | Company Records |
Accurate and reliable records are crucial to the Company’s business and form the basis of its earnings statements, financial reports and other disclosures to the public. The Company’s records are the source of essential data that guides business decision-making and strategic planning. Company records include, but are not limited to, booking information, payroll, timecards, travel and expense reports, e-mails, accounting and financial data, measurement and performance records, electronic data files and all other records maintained in the ordinary course of our business.
All Company records must be complete, accurate and reliable in all material respects. There is never an acceptable reason to make false or misleading entries. Undisclosed or unrecorded funds, payments or receipts are strictly prohibited. You are responsible for understanding and complying with the Company’s record keeping policy. Contact the Compliance Officer if you have any questions regarding the record keeping policy.
| X. | Compliance with Laws and Regulations; Insider Trading |
Each employee has an obligation to comply with the laws of the cities, provinces, regions and countries in which the Company operates. This includes, without limitation, laws covering commercial bribery and kickbacks, copyrights, trademarks and trade secrets, information privacy, insider trading, offering or receiving gratuities, employment harassment, environmental protection, occupational health and safety, false or misleading financial information, misuse of corporate assets or foreign currency exchange activities. Employees are expected to understand and comply with all laws, rules and regulations that apply to your position at the Company. If any doubt exists about whether a course of action is lawful, you should seek advice immediately from the Compliance Officer.
Employees are prohibited from trading securities while in possession of material nonpublic information, whether of the Company or other companies, and must comply with insider trading and any applicable securities law and the Company’s Insider Trading Policy, attached hereto as Exhibit A, regarding securities transactions and handling of confidential information. Insider trading is both unethical and illegal and will be firmly dealt with by the Company. Prohibition on insider trading applies to members of the employees’ family and anyone else sharing the home of the employees. Therefore, employees must use discretion when discussing work with friends or family members, as well as with other employees.
| XI. | Workplace Environment |
| A. | Discrimination and Harassment |
The Company is firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment based on race, ethnicity, religion, gender, age, national origin or any other protected class. For further information, you should consult the Compliance Officer.
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| B. | Health and Safety |
The Company strives to provide employees with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for other employees by following environmental, safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions. Violence and threatening behavior are not permitted.
Each employee is expected to perform his or her duty to the Company in a safe manner, free of the influences of alcohol, illegal drugs or other controlled substances. The use of illegal drugs or other controlled substances in the workplace is prohibited.
| XII. | Violations of the Code; Protection Against Retaliation |
All employees have a duty to report any known or suspected violation of this Code, including any violation of laws, rules, regulations or policies that apply to the Company. Reporting a known or suspected violation of this Code by others will not be considered an act of disloyalty, but an action to safeguard the reputation and integrity of the Company and its employees.
If you know of or suspect a violation of this Code, it is your responsibility to immediately report the violation to the Compliance Officer, who will work with you to investigate your concern. Any suspected violation of this Code involving an executive officer shall be directed or reported to any of our independent directors on the Board or to the appropriate committee of the Board. All questions and reports of known or suspected violations of this Code will be treated with sensitivity and discretion. The Compliance Officer, the Board or the appropriate committee of the Board and the Company will protect your confidentiality to the extent possible, consistent with the law and the Company’s need to investigate your concern.
It is the Company’s policy that any employee who violates this Code will be subject to appropriate discipline, including termination of employment, based upon the facts and circumstances of each particular situation. Your conduct as an employee of the Company, if it does not comply with the law or with this Code, can result in serious consequences for both you and the Company.
The Company strictly prohibits retaliation against an employee who, in good faith, seeks help or reports known or suspected violations. An employee inflicting reprisal or retaliation against another employee for reporting a known or suspected violation will be subject to disciplinary action up to and including termination of employment.
| XIII. | Waivers of the Code |
Waivers of this Code will be granted on a case-by-case basis and only in extraordinary circumstances. Waivers of this Code may be made only by the Board, or the appropriate committee of the Board, and will be promptly disclosed to the public.
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| XIV. | Conclusion |
This Code contains general guidelines for conducting the business of the Company consistent with the highest standards of business ethics. If you have any questions about these guidelines, please contact the Compliance Officer. We expect all employees to adhere to these standards. Each employee is separately responsible for his or her actions. Conduct that violates the law or this Code cannot be justified by claiming that it was ordered by a supervisor or someone in higher management. If you engage in conduct prohibited by the law or this Code, you will be deemed to have acted outside the scope of your employment. Such conduct will subject you to disciplinary action, including termination of employment.
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| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 5/17/16 | |||
| For Period end: | 12/31/15 | 20-F/A, NT 20-F | ||
| 12/29/15 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/14/23 SPI Energy Co., Ltd. 10-K 12/31/22 129:11M GlobalOne Filings Inc/FA 4/01/22 SPI Energy Co., Ltd. 10-K 12/31/21 133:11M GlobalOne Filings Inc/FA 11/23/21 SPI Energy Co., Ltd. 20-F/A 12/31/20 127:8.2M GlobalOne Filings Inc/FA 10/29/21 SPI Energy Co., Ltd. 20-F/A 12/31/20 126:13M GlobalOne Filings Inc/FA 4/29/21 SPI Energy Co., Ltd. 20-F 12/31/20 128:8.1M GlobalOne Filings Inc/FA 2/03/17 SEC UPLOAD¶ 9/21/17 1:35K SPI Energy Co., Ltd. 10/27/16 SEC UPLOAD¶ 9/21/17 1:140K SPI Energy Co., Ltd. 9/19/16 SEC UPLOAD¶ 9/21/17 1:147K SPI Energy Co., Ltd. 7/08/16 SEC UPLOAD¶ 9/21/17 1:183K SPI Energy Co., Ltd. |