As filed with the Securities and Exchange Commission on October 20, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RENESOLA LTD
(Exact name of registrant as specified in its charter)
| British Virgin Islands | Not Applicable | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification Number) |
3rd floor, 850 Canal St
Stamford, CT 06902
U.S.A.
(Address of Principal Executive Offices)
RENESOLA LTD
AMENDED AND RESTATED
2007 SHARE INCENTIVE PLAN
(Full title of the plan)
Ke Chen
Chief Financial Officer
3rd Floor, 850 Canal St
Stamford, CT 06902
U.S.A
Tel: +1(347) 577 9055 x115.
(Name, address and telephone number, including area code, of agent for service)
Copies to:
David T. Zhang, Esq.
Kirkland & Ellis International LLP
c/o 26th Floor, Gloucester Tower,
The Landmark
15 Queen’s Road Central
Hong Kong
+852 3761-3300
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ | Accelerated filer ¨ |
| Non-accelerated filer x (Do not check if a smaller reporting company) | Smaller reporting company ¨ |
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered (1) | Amount to be Registered (2) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||
| Ordinary shares, no par value | 1,033,900(3) | $0.3(3) | $310,170 | — | ||||
| Ordinary shares, no par value | 1,300,000(3) | $0.16(3) | $208,000 | — | ||||
| Ordinary shares, no par value | 840,000(3) | $1(3) | $840,000 | — | ||||
| Ordinary shares, no par value | 6,826,100(4) | $0.706(4) | $4,819,226.60 | — | ||||
| Total | 10,000,000 | — | $6,177,396.60 | $573 |
| (1) | These shares may be represented by the Registrant’s American Depositary Shares (“ADSs”), each of which represents ten ordinary shares. The Registrant’s ADSs issuable upon deposit of the ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333-148559). | |
| (2) | Represents ordinary shares issuable pursuant to awards (including the exercise of any options granted) under the Amended and Restated 2007 Share Incentive Plan (the “Plan”). Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Plan. | |
| (3) | These shares are issuable upon exercise of outstanding options granted under the Plan, and the proposed maximum offering price per share represents the exercise price of these options. | |
| (4) | These shares are reserved for future award grants under the Plan, and the proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on the average of the high and low prices for the Registrant’s ADSs, as reported on the New York Stock Exchange on October 15, 2021. |
INCORPORATION OF PREVIOUS REGISTRATION STATEMENT
Pursuant to General Instruction E of Form S-8, ReneSola Ltd (the “Registrant”) is filing this registration statement on Form S-8 with the Securities and Exchange Commission (the “Commission”) to include an additional 10,000,000 shares under its Amended and Restated 2007 Share Incentive Plan (the “Plan”), as further amended by our shareholders at the annual general meeting of shareholders held on December 21, 2020 to increase the maximum number of the Registrant’s shares that may be issued pursuant to options or other awards granted under the Plan to a total of 22,500,000 shares. Pursuant to Instruction E, the contents of the Registrant’s Registration Statements on Form S-8 with File No. 333-153647 and Form S-8 with File No. 333-175479 respectively, as amended (the “Prior Registration Statement”), are hereby incorporated by reference, including the periodic reports that the Registrant filed after the Prior Registration Statements to maintain current information about the Registrant.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed or furnished by the Registrant with the Commission are incorporated by reference herein:
| (a) | The Registrant’s annual report on Form 20-F (File No. 001-33911) for the fiscal year ended December 31, 2020 filed with the Commission on April 28, 2021; |
| (b) | The Registrant’s reports of foreign private issuer on Form 6-K furnished on January 8, 2021, January 25, 2021, April 12, 2021, May 28, 2021, July 27, 2021, and September 1, 2021; and |
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the effective date of this Registration Statement, prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.
Item 8. Exhibits
See the Exhibits Index.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Stamford, Connecticut, the United States, on October 20, 2021.
| RENESOLA LTD | ||
| By: | /s/ Ke Chen | |
| Name: | Ke Chen | |
| Title: | Director and Chief Financial Officer | |
Each person whose signature appears below hereby authorizes and appoints Ke Chen, with full power to act alone, as his or her true and lawful attorney-in-fact, with the power of substitution, for and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he or her might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on October 20, 2021.
| Signature | Title | |
| /s/ Martin Bloom | ||
| Name: Martin Bloom | Director | |
| /s/ Tan Wee Seng | ||
| Name: Tan Wee Seng | Director | |
| /s/ Julia Xu | ||
| Name: Julia Xu | Director | |
| /s/ Sam (Kaiheng) Feng | ||
| Name: Sam (Kaiheng) Feng | Director | |
| /s/ Crystal (Xinhan) Li | ||
| Name: Crystal (Xinhan) Li | Director | |
| /s/ Yuanyuan Ma | ||
| Name: Yuanyuan Ma | Director | |
| /s/ Ke Chen | Director and Chief Financial Officer | |
| Name: Ke Chen | (principal financial and accounting officer) | |
| /s/ Yumin Liu | Chief Executive Officer | |
| Name: Yumin Liu | (principal executive officer) |
EXHIBIT INDEX
* Filed herewith.
