suntech power holdings-adr (STPFQ) Key Developments
Suntech Power Holdings Provides Update with Respect to NYSE Appeal
Feb 14 14
Suntech Power Holdings Co., Ltd. announced that the NYSE's Committee for Review has upheld a decision previously made by NYSE Regulation, Inc. to commence delisting proceedings of the Company's American Depositary Shares. The Company expects a Form 25 (Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934) will be filed shortly with the U.S. Securities and Exchange Commission to delist the Company's American Depositary Shares. As previously announced, trading of the Company's American Depositary Shares has been suspended by the NYSE since November 11, 2013. Quotations of the Company's American Depositary Shares have been, and the Company expects will continue to be, available on the OTC market under the symbol "STPFQ".
Suntech Power Holdings Co. Ltd. Appoints Michael Pearson to Board of Directors
Feb 5 14
Suntech Power Holdings Co. Ltd. announced that it has added a fifth member to its Board of Directors, Mr. Michael Pearson. Mr. Pearson will join Messrs. Michael Nacson, Kurt Metzger, Dr. Zhengrong Shi and Deyong He on Suntech's Board. Mr. Pearson is the co-founder of Fund Fiduciary Partners Limited, a Cayman Islands based company. From 2008 to 2012 Mr. Pearson was a Director at a Big Four accounting firm in the Cayman Islands where he led the investment fund restructuring practice and personally ran a large number of funds experiencing difficulties towards the end of their lives.
The U.S. District Court for the Northern District of California Dismisses a Securities Fraud Class Action brought by a Shareholder Against Suntech Power Holdings Co. Ltd
Jan 31 14
The U.S. District Court for the Northern District of California dismissed a securities fraud class action brought by a shareholder against a solar energy company alleging misstatements concerning the extent of the firm's liabilities. A shareholder in Suntech Power Holdings Co. Ltd. sued the firm and certain of its officers, alleging securities fraud arising from misstatements concerning German government bonds pledged by a third party as part of a loan guarantee extended by Suntech. The bonds did not exist, and the complaint alleged the defendants were at the least reckless in not confirming their existence. The plaintiff alleged that as a result, the defendants made material misrepresentations about the extent of Suntech's liabilities during the class period, which artificially inflated the firm's stock price. When corrective disclosures were made to the public, the firm's stock price dropped, to the plaintiff's material detriment. The defendants moved to dismiss (11 S.Cl.Act.Rep. 6, Jan. 15, 2013). The district court found the plaintiff's allegation that the firm undervalued the loan guarantee according to Generally Accepted Accounting Principles (GAAP) rested solely on the later-discovered fraud concerning the existence of the bonds. The plaintiff made no allegation that the valuation was otherwise false based on the information available to the company at the time, nor did the plaintiff allege any accounting irregularities contributed to the firm's losses. Allegation of GAAP noncompliance alone insufficient to support claim. The court held that under applicable precedent, allegations of a failure to comply with GAAP, without more, were not actionable under the heightened pleading standards of the Private Securities Litigation Reform Act of 1995. The court further concluded the complaint offered no specific allegations as to the inadequacy of the firm's due diligence other than the fact of the later-discovered fraud. The court separately held the complaint failed to adequately allege scienter. The complaint offered no more than a hindsight assertion that the defendants lacked a reasonable basis to believe the ostensible holder of the German bonds lacked the ability to procure the bonds. The nonspecific allegation that Suntech's chief financial officer, through his position, had access to material nonpublic information about the true value and nature of the loan guarantee was not sufficient to show fraudulent intent. After finding no merit to the plaintiff's remaining arguments, the district court granted the defendants' motion to dismiss in its entirety.
Suntech Power Holdings Co. Ltd. Announces Management Appointments
Jan 27 14
Suntech Power Holdings Co. Ltd. announced that Mr. Deyong He has been appointed as the fourth member of Suntech's Board of Directors, as well as acting CFO. Mr. He joins Messrs. Michael Nacson, Kurt Metzger and Dr. Zhengrong Shi on Suntech's Board. The board also appointed Mr. Metzger as the second member of the Audit, Compensation and Nominating Committees joining Mr. Nacson on each of these committees. Mr. He has served as Corporate Finance/Treasury Director of Suntech since 2012. Prior to Suntech, Mr. He served as Treasury Director /Managing Director of IMC Pan Asia Alliance (China) Co. Ltd. /IMC-GATX Financial Leasing (Shanghai) Co. Ltd. from 2008 to 2012.
Suntech Power Holdings Receives Continued Listing Standards Notice From NYSE
Jan 16 14
Suntech Power Holdings Co., Ltd. announced that on January 14, 2014 it received notification from the New York Stock Exchange (NYSE) that the Company did not meet the NYSE's price criteria for continued listing standard because the average closing price of the Company's American Depositary Shares, or ADSs, was less than $1.00 per ADS over a consecutive 30-trading-day period. As of November 11, 2013, the Company's ADSs were suspended from trading on the NYSE and on November 19, 2013, the Company stated it would appeal the NYSE's decision. In the event the Company is reinstated for trading on the NYSE, under NYSE rules, the Company has six months following receipt of the notification to regain compliance with the minimum share price requirement. The Company can regain compliance at any time during the six-month cure period if the Company's ADSs have a closing share price of at least $1.00 on the last trading day of any calendar month during the period and also has an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month or on the last day of the cure period. The Company has notified the NYSE of its intention to cure this deficiency within the prescribed timeframe.