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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 |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.51M
2: EX-4.3 Description of Securities HTML 50K
3: EX-21 List of Subsidiaries HTML 42K
4: EX-23.1 Independent Registered Public Accounting Firm's HTML 30K
Consent
5: EX-31.1 Certification -- §302 - SOA'02 HTML 34K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 34K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 31K
13: R1 Cover HTML 96K
14: R2 Consolidated Balance Sheets HTML 179K
15: R3 Consolidated Balance Sheets (Parenthetical) HTML 39K
16: R4 Consolidated Statements of Operations HTML 106K
17: R5 Consolidated Statements of Operations HTML 49K
(Parenthetical)
18: R6 Consolidated Statements of Comprehensive Loss HTML 59K
19: R7 Statements of Changes in Stockholder's Equity HTML 119K
(Deficit)
20: R8 Consolidated Statements of Cash Flows HTML 175K
21: R9 Description of Business and Organization HTML 55K
22: R10 Going concern HTML 38K
23: R11 Summary of Significant Accounting Policies HTML 224K
24: R12 Acquisitions HTML 37K
25: R13 Accounts Receivable, Net HTML 45K
26: R14 Inventories HTML 39K
27: R15 Project Assets HTML 41K
28: R16 Prepaid Expenses and Other Current Assets, Net HTML 43K
29: R17 Intangible Assets, Net HTML 81K
30: R18 Property and Equipment, Net HTML 48K
31: R19 Fair Value Measurement HTML 44K
32: R20 Accrued Liabilities HTML 41K
33: R21 Short-term Borrowings and Long-term Borrowings HTML 74K
34: R22 Convertible Bonds HTML 60K
35: R23 Amount Due to an Affiliate HTML 35K
36: R24 Equity HTML 49K
37: R25 Noncontrolling Interests HTML 39K
38: R26 Share-based Compensation HTML 207K
39: R27 Income Taxes HTML 81K
40: R28 Net Loss Per Share HTML 47K
41: R29 Leases HTML 51K
42: R30 Commitments and Contingencies HTML 40K
43: R31 Concentration Risk HTML 37K
44: R32 Related Party Transactions HTML 35K
45: R33 Segment information HTML 67K
46: R34 Subsequent Events HTML 37K
47: R35 Summary of Significant Accounting Policies HTML 297K
(Policies)
48: R36 Description of Business and Organization (Tables) HTML 45K
49: R37 Summary of Significant Accounting Policies HTML 133K
(Tables)
50: R38 Accounts Receivable, Net (Tables) HTML 44K
51: R39 Inventories (Tables) HTML 38K
52: R40 Project Assets (Tables) HTML 39K
53: R41 Prepaid Expenses and Other Current Assets, Net HTML 38K
(Tables)
54: R42 Intangible Assets, Net (Tables) HTML 79K
55: R43 Property and Equipment, Net (Tables) HTML 44K
56: R44 Fair Value Measurement (Tables) HTML 38K
57: R45 Accrued Liabilities (Tables) HTML 38K
58: R46 Short-term Borrowings and Long-term Borrowings HTML 48K
(Tables)
59: R47 Convertible Bonds (Tables) HTML 40K
60: R48 Amount Due to an Affiliate (Tables) HTML 35K
61: R49 Share-based Compensation (Tables) HTML 195K
62: R50 Income Taxes (Tables) HTML 75K
63: R51 Net Loss Per Share (Tables) HTML 48K
64: R52 Leases (Tables) HTML 45K
65: R53 Segment information (Tables) HTML 71K
66: R54 Description of Business and Organization (Details) HTML 55K
67: R55 Description of Business and Organization (Details HTML 49K
Narrative)
68: R56 Going concern (Details Narrative) HTML 43K
69: R57 Summary of Significant Accounting Policies HTML 44K
(Details - PPE useful lives)
70: R58 Summary of Significant Accounting Policies HTML 91K
(Details - Disaggregation of revenue by revenue
stream)
71: R59 Revenue Recognition (Details - Revenue by timing) HTML 71K
72: R60 Summary of Significant Accounting Policies HTML 38K
(Details - Contract balance)
73: R61 Summary of Significant Accounting Policies HTML 90K
(Details Narrative)
74: R62 Acquisitions (Details Narrative) HTML 41K
75: R63 Accounts Receivable, net (Details - Accounts HTML 38K
receivable)
76: R64 Accounts Receivable, net (Details - Allowance for HTML 42K
Doubtful Accounts)
77: R65 Accounts Receivable, Net (Details Narrative) HTML 34K
78: R66 Inventories, net (Details) HTML 42K
79: R67 Inventories (Details Narrative) HTML 32K
80: R68 Project Assets, net (Details) HTML 42K
81: R69 Project Assets (Details Narrative) HTML 33K
82: R70 Prepaid expenses and other current assets, net HTML 40K
(Details)
83: R71 Prepaid Expenses and Other Current Assets, Net HTML 46K
(Details Narrative)
84: R72 Intangible Assets, net (Details - Intangible HTML 63K
Assets)
85: R73 Intangible Assets, net (Details - Future HTML 44K
Amortization)
86: R74 Intangible Assets, Net (Details Narrative) HTML 36K
87: R75 Property, Plant and Equipment, net (Details) HTML 52K
88: R76 Property and Equipment, Net (Details Narrative) HTML 36K
89: R77 Fair value measurement (Details - ILIAD and HTML 43K
Streeterville Capital)
90: R78 Fair Value Measurement (Details Narrative) HTML 36K
91: R79 Accrued Liabilities (Details) HTML 43K
92: R80 Short-term Borrowings and Long-term Borrowings HTML 52K
(Details - Debt)
93: R81 Short-term Borrowings and Long-term Borrowings HTML 52K
(Details - Maturities)
94: R82 Short-term Borrowings and Long-term Borrowings HTML 96K
(Details Narrative)
95: R83 Convertible Bonds (Details) HTML 43K
96: R84 Convertible Bonds (Details Narrative) HTML 80K
97: R85 Amount Due to an Affiliate (Details) HTML 32K
98: R86 Equity (Details Narrative) HTML 81K
99: R87 Noncontrolling Interests (Details Narrative) HTML 58K
100: R88 Share-based Compensation (Details - Stock-Based HTML 37K
Compensation Expense by Award type)
101: R89 Share-based Compensation (Details - Compensation HTML 38K
expense by line item)
102: R90 Share-based Compensation (Details - Assumptions) HTML 65K
103: R91 Share-based Compensation (Details - Option HTML 76K
Activity)
104: R92 Share-based Compensation (Details - Options by HTML 62K
Exercise Price)
105: R93 Share-based Compensation (Details - RSU'S) HTML 47K
106: R94 Share-based Compensation (Details - Phoenix's) HTML 72K
107: R95 Share-based Compensation (Details - SJ group stock HTML 72K
option activities)
108: R96 Share-based Compensation (Details Narrative) HTML 81K
109: R97 Income Taxes (Details - Loss before Provision) HTML 40K
110: R98 Income Taxes (Details - Provision for income HTML 57K
taxes)
111: R99 Income Taxes (Details - Tax reconciliation) HTML 52K
112: R100 Income Taxes (Details - Deferred income taxes) HTML 68K
113: R101 Income Taxes (Details Narrative) HTML 59K
114: R102 Net Loss Per Share (Details - Basic and Diluted) HTML 54K
115: R103 Net Loss Per Share (Details - Antidilutive shares) HTML 38K
116: R104 Leases (Details - Maturity of Lease Liabilities) HTML 54K
117: R105 Leases (Details - Supplemental information related HTML 34K
to operating leases)
118: R106 Leases (Details Narrative) HTML 48K
119: R107 Commitments and Contingencies (Details Narrative) HTML 32K
120: R108 Concentration Risk (Details Narrative) HTML 43K
121: R109 Related Party Transactions (Details Narrative) HTML 32K
122: R110 Segment Information (Details - Segment HTML 60K
information)
123: R111 Segment Information (Details - Segment assets) HTML 38K
124: R112 Segment Information (Details - intangible assets, HTML 41K
long-term investment)
127: XML IDEA XML File -- Filing Summary XML 242K
125: XML XBRL Instance -- spi_i10k-123122_htm XML 2.56M
126: EXCEL IDEA Workbook of Financial Reports XLSX 228K
9: EX-101.CAL XBRL Calculations -- spi-20221231_cal XML 286K
10: EX-101.DEF XBRL Definitions -- spi-20221231_def XML 816K
11: EX-101.LAB XBRL Labels -- spi-20221231_lab XML 1.51M
12: EX-101.PRE XBRL Presentations -- spi-20221231_pre XML 1.30M
8: EX-101.SCH XBRL Schema -- spi-20221231 XSD 287K
128: JSON XBRL Instance as JSON Data -- MetaLinks 600± 886K
129: ZIP XBRL Zipped Folder -- 0001683168-23-002397-xbrl Zip 595K
Exhibit 4.3
DESCRIPTION OF SECURITIES OF SPI ENERGY
The following description of the material terms of SPI Energy’s ordinary shares. This description is qualified by reference to the amended and restated form of memorandum of association and articles of association of SPI Energy, which are attached as an exhibit to SPI’s annual report. You are encouraged to read the relevant provisions of the Companies Law and SPI Energy’s amended and restated memorandum and articles of association as they relate to the following summary.
Authorized Share Capital
SPI Energy is authorized to issue 5,000,000,000 shares of a par value of US$0.00001 each. The board of directors of SPI Energy is authorized to issue these shares in different classes and series and, with respect to each class or series, to determine the designations, powers, preferences, privileges and other rights, including dividend rights, conversion rights, terms of redemption and liquidation preferences, any or all of which may be greater than the powers and rights associated with the ordinary shares, at such times and on such other terms as they think proper.
As of the date hereof, SPI Energy had 30,292,960 ordinary share issued and outstanding and no preference shares issued and outstanding.
Ordinary Shares
General
All of SPI Energy’s outstanding ordinary shares will be issued credited as fully paid and non-assessable. SPI Energy’s ordinary shares are issued in registered form, and are issued when registered in SPI Energy’s register of members. SPI Energy’s shareholders who are non-residents of the Cayman Islands may freely hold and transfer their ordinary shares.
Dividends
The holders of SPI Energy’s ordinary shares are entitled to such dividends as may be declared by SPI Energy’s board of directors, subject to the Companies Law and the memorandum and articles of association of SPI Energy, as amended and restated from time to time. Under Cayman Islands law, dividends may be declared and paid only out of funds legally available therefor, namely out of either profit or share premium account, provided that a dividend may not be paid if this would result in SPI Energy being unable to pay its debts as they fall due in the ordinary course of business.
Register of Members
Under Cayman Islands law, SPI Energy must keep a register of members and there shall be entered therein:
| (a) | the names and addresses of the members, a statement of the shares held by each member, and of the amount paid or agreed to be considered as paid, on the shares of each member; | |
| (b) | the date on which the name of any person was entered on the register as a member; and | |
| (c) | the date on which any person ceased to be a member. |
Under Cayman Islands law, the register of members of SPI Energy is prima facie evidence of the matters set out therein (i.e., the register of members will raise a presumption of fact on the matters referred to above unless rebutted) and a member registered in the register of members shall be deemed as a matter of Cayman Islands law to have legal title to the shares as set against its name in the register of members. Upon the closing of this Redomicile Merger, the register of members shall be immediately updated to reflect the issue of shares by SPI Energy that will underlie the ADSs. Once SPI Energy’s register of members has been updated, the shareholders recorded in the register of members will be deemed to have legal title to the shares set against their name in the register of members.
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Voting Rights
Each holder of ordinary shares is entitled to one vote on all matters upon which the ordinary shares are entitled to vote on a show of hands or, on a poll, each holder is entitled to have one vote for each share registered in his name on the register of members. Voting at any meeting of shareholders is by show of hands unless a poll is demanded. A poll may be demanded by the chairman of SPI Energy’s board of directors or by any one or more shareholders holding at least one-tenth of the paid-up shares given a right to vote at the meeting or one-tenth of the votes attaching to the issued and outstanding ordinary shares in SPI Energy entitled to vote at general meetings, present in person or by proxy.
A quorum required for a general meeting of shareholders consists of one or more shareholders who hold in aggregate at least one-third of the votes attaching to the issued and outstanding ordinary shares in SPI Energy entitled to vote at general meetings, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative. Although not required by the Companies Laws or SPI Energy’s amended and restated memorandum and articles of association, SPI Energy expects to hold shareholders’ meetings annually and such meetings may be convened by SPI Energy’s board of directors on its own initiative or upon a request to the directors by shareholders holding in aggregate at least one-third of SPI Energy’s shares that carry the right to vote at general meetings. Advance notice of at least 14 days is required for the convening of SPI Energy’s annual general meeting and other shareholders meetings.
An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the ordinary shares cast by those shareholders entitled to vote who are present in person or by proxy in a general meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes attaching to the ordinary shares cast by those shareholders entitled to vote who are present in person or by proxy in a general meeting.
Transfer of Ordinary Shares
Subject to the restrictions of SPI Energy’s articles of association, as applicable, any of SPI Energy’s shareholders may transfer all or any of his or her ordinary shares by an instrument of transfer in the usual or common form or any other form approved by SPI Energy’s board.
SPI Energy’s board of directors may, in its absolute discretion, decline to register any transfer of any ordinary share which is not fully paid up or on which SPI Energy have a lien. SPI Energy’s directors may also decline to register any transfer of any ordinary share unless:
| · | the instrument of transfer is lodged with SPI Energy, accompanied by the certificate for the ordinary shares to which it relates and such other evidence as SPI Energy’s board of directors may reasonably require to show the right of the transferor to make the transfer; | ||
| · | the instrument of transfer is in respect of only one class of ordinary shares; | ||
| · | the instrument of transfer is properly stamped, if required; | ||
| · | in the case of a transfer to joint holders, the number of joint holders to whom the ordinary share is to be transferred does not exceed four; or | ||
| · | the ordinary shares transferred are free of any lien in favor of SPI Energy. |
If SPI Energy’s directors refuse to register a transfer they shall, within two months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal. The registration of transfers may, on 14 days’ notice being given by advertisement in such one or more newspapers or by electronic means, be suspended and the register closed at such times and for such periods as SPI Energy’s board of directors may from time to time determine; provided, however, that the registration of transfers shall not be suspended and the register shall not be closed for more than 30 days in any year.
Liquidation
On a winding up of SPI Energy, if the assets available for distribution among its shareholders shall be more than sufficient to repay the whole of the share capital at the commencement of the winding up, the surplus will be distributed among its shareholders in proportion to the par value of the shares held by them at the commencement of the winding up, subject to a deduction from those shares in respect of which there are monies due, of all monies payable to SPI Energy for unpaid calls or otherwise. If SPI Energy’s assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by its shareholders in proportion to the par value of the shares held by them.
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Calls on Ordinary Shares and Forfeiture of Ordinary Shares
SPI Energy’s board of directors may from time to time make calls upon shareholders for any amounts unpaid on their ordinary shares in a notice served to such shareholders at least 14 days prior to the specified time of payment. The ordinary shares that have been called upon and remain unpaid are subject to forfeiture.
Redemption, Repurchase and Surrender of Ordinary Shares
SPI Energy may issue shares on terms that are subject to redemption, at SPI Energy’s option or at the option of the holders, on such terms and in such manner as may be determined before the issue of such shares, by SPI Energy’s board of directors or by a special resolution of SPI Energy’s shareholders. SPI Energy may also repurchase any of its shares provided that the manner and terms of such purchase have been approved by its board of directors or are otherwise authorized by its memorandum and articles of association. Under the Companies Law, the redemption or repurchase of any share may be paid out of SPI Energy’s profits or out of the proceeds of a fresh issue of shares made for the purpose of such redemption or repurchase, or out of capital (including share premium account and capital redemption reserve) if SPI Energy can, immediately following such payment, pay its debts as they fall due in the ordinary course of business. In addition, under the Companies Law no such share may be redeemed or repurchased (a) unless it is fully paid up, (b) if such redemption or repurchase would result in there being no shares outstanding, or (c) if the company has commenced liquidation. In addition, SPI Energy may accept the surrender of any fully paid share for no consideration.
Variations of Rights of Shares
All or any of the special rights attached to any class of shares may, subject to the provisions of the Companies Law, be varied either with the written consent of the holders of a majority of the issued shares of that class or with the sanction of an ordinary resolution passed at a general meeting of the holders of the shares of that class.
Inspection of Books and Records
Holders of SPI Energy’s ordinary shares have no general right under Cayman Islands law to inspect or obtain copies of SPI Energy’s list of shareholders or its corporate records. However, SPI Energy will provide its shareholders with annual audited financial statements. See “Where You Can Find Additional Information.”
Changes in Capital
SPI Energy may from time to time by ordinary resolution:
| · | increase its share capital by such sum, to be divided into shares of such classes and amount, as the resolution shall prescribe; | ||
| · | consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares; | ||
| · | convert all or any of its paid up shares into stock and reconvert that stock into paid up shares of any denomination; | ||
| · | sub-divide its existing shares, or any of them into shares of a smaller amount that is fixed by the amended and restated memorandum and articles of association; and | ||
| · | cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled. |
Subject to Companies Law and confirmation by the Grand Court of the Cayman Islands on an application by SPI Energy for an order confirming such reduction, SPI Energy may by special resolution reduce its share capital and any capital redemption reserve in any manner authorized by law.
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Issuance of Additional Preferred Shares
SPI Energy’s amended and restated memorandum and articles of association authorizes SPI Energy’s board of directors to issue additional ordinary shares from time to time as its board of directors shall determine, to the extent of available authorized but unissued shares.
SPI Energy’s amended and restated memorandum and articles of association authorizes SPI Energy’s board of directors to establish from time to time one or more series of preferred shares and to determine, with respect to any series of preferred shares, the terms and rights of that series, including:
| · | the designation of the series; | ||
| · | the number of shares of the series; | ||
| · | the dividend rights, dividend rates, conversion rights, voting rights; and | ||
| · | the rights and terms of redemption and liquidation preferences. |
SPI Energy’s board of directors may issue preferred shares without action by its shareholders to the extent authorized but unissued. In addition, the issuance of preferred shares may be used as an anti-takeover device without further action on the part of the shareholders. Issuance of these shares may dilute the voting power of holders of ordinary shares.
Exempted Company
SPI Energy is an exempted company duly incorporated with limited liability under the Companies Law. The Companies Law distinguishes between ordinary resident companies and exempted companies. Any company, the objects of which are to conduct business mainly outside of the Cayman Islands, may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for certain exemptions and privileges, including (a) an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies, (b) an exempted company is not required to open its register of members for inspection, (c) an exempted company does not have to hold an annual general meeting, (d) an exempted company may issue no par value, negotiable or bearer shares, and (e) an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands.
Transfer Agent
The transfer agent and registrar for SPI Energy’s ordinary shares is Vstock Transfer LLC.
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