Security and Issuer.
This Statement on Schedule 13D (this “Statement”) relates to the
ordinary shares, par value $0.0001 per share (the “Ordinary
Shares”), of SPI Energy Co, Ltd., a Cayman Islands corporation (the
“Issuer”). The Issuer’s principal executive offices are located at
#1128, 11/F, No. 52 Hung To Road, Kwun Tong, Kowloon, Hong
Kong SAR, China.
Identity and Background.
(a) - (c) This Statement is being filed by each of the following
persons (each, a “Reporting Person” and collectively, the
(i) Melodious International Investments Group Limited (“MII Group
Limited”), a British Virgin Islands company; and
(ii) Jilun He, a citizen of the People’s Republic of China.
MII Group Limited is a company wholly owned by Jilun He.
The business address of MII Group Limited is Sea Meadow House,
Blackburne Highway, (P.O. Box 116), Road Town, Tortola, British
The business address of Jilun He is 45F, China Resources Building,
26 Harbour Road, Wan Chai, Hong Kong.
The principal business of MII Group Limited is investment.
The principal business of Jilun He is merchant.
With respect to MII Group Limited, Jilun He is the sole director of
such Reporting Person and there are no other executive officers and
directors or persons holding equivalent positions of such Reporting
(d), (e) During the last five years, none of the Reporting Persons
has been (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors), or (ii) a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
(f) The citizenship of Jilun He is the People’s Republic of
Source and Amount of Funds or Other
MII Group Limited (formerly: Yes Yield Investments Limited),
entered into a purchase agreement (the “Purchase Agreement”) and an
option agreement (the “Option Agreement”) with Solar Power, Inc.
(“Solar Power”), each dated as of May 4, 2015. Pursuant to the
Purchase Agreement, MII Group Limited purchased from Solar Power
for an aggregate purchase price of $25,002,000 a total of 9,260,000
shares of common stock of Solar Power (the “First Batch Common
Shares”). Pursuant to the Option Agreement, MII Group Limited has
an option to purchase from Solar Power up to 9,260,000 shares of
common stock of Solar Power at a total purchase price of
US$25,002,000 (the “Option”) on or prior to November 4, 2015.
On October 31, 2015, MII Group Limited exercised the Option
and purchased from Solar Power for an aggregate purchase price of
US$10,000,000.8 a total of 3,703,704 shares of common stock of
Solar Power (the “Second Batch Common Shares” and collectively with
the First Batch Common Shares, the “Purchased Common Shares”). On
the same date, MII Group Limited entered into a supplemental
agreement (the “Supplemental Agreement”) with Solar Power, pursuant
to which MII Group Limited may exercise the Option to purchase the
remaining 5,556,296 shares of common stock of Solar Power on or
prior to June 30, 2016. Such un-exercised portion of the Option
expired on June 30, 2016.
The foregoing description of the terms of each of the Purchase
Agreement, the Option Agreement and the Supplemental Agreement is
qualified in its entirety by reference to its full text, a copy of
which is included as Exhibit 99.1, Exhibit 99.2 and
Exhibit 99.3 of this Statement, respectively, and is
incorporated herein by reference.
The purchase of the Purchased Common Shares was funded from the
working capital of MII Group Limited.
Solar Power merged with the Issuer and reorganized as a Cayman
Islands company on January 4, 2016, each share of common stock
of Solar Power was converted into one share of Ordinary Share of
the Issuer. The Issuer completed a 1-for-10 share split on
September 19, 2017, a 10-for-1 share combination on
November 6, 2017 and another 10-for-1 share combination on
November 15, 2018. As of the date of this Statement, MII Group
Limited held 1,296,370 shares of Ordinary Shares converted from the
Purchased Common Shares.