A-Power Energy Generation Systems, Limited (NASDAQ: APWR), through its Chinese operating subsidiaries Liaoning GaoKe Energy Group (GaoKe Energy) and Liaoning GaoKe Energy Saving and Thermoelectricity Design Research Institute (GaoKe Design), is an engineering service and general contracting company. Founded in 2003, APWR focuses on the design, construction, and installation of distributed generation (DG) systems in China. DG involves the production of energy at the point of use, offering improved efficiencies and increased reliability over centralized power generation. GaoKe Energy is the principal operating unit of APWR, contributing over 99% of historical total revenue. It obtains contracts for DG systems and oversees the work associated with the projects as a general contractor. The company has completed nine DG projects, with eleven projects currently in construction. Additionally, APWR is in the process of entering China’s wind power market. It is constructing a facility to assemble wind turbines, based on technology licensed from European partners. APWR has approximately 200 employees and is headquartered in Shenyang, Liaoning Province, China.
BACKGROUND
Chardan South China Acquisition Co. (CSCA), a blank check company (BCC), was formed in March 2005 and completed an initial public offering in August 2005, issuing 5.8 million units at $6.00 per share, for net proceeds of $30.9 million. Each unit consists of one share of common stock and two warrants, each exercisable at $5.00 into one share of common stock. In April 2007, CSCA entered into a stock purchase agreement to acquire all of the issued and outstanding shares of Head Dragon Holdings Ltd., which owns a controlling interest in GaoKe Energy and 51%-interest in GaoKe Design, for total consideration of approximately $88.5 million plus additional consideration, based on the future financial performance of the combined company. Upon approval of the acquisition in January 2008, CSCA merged into its wholly-owned British Virgin Islands (BVI) subsidiary, China Energy Technology Limited (CETL), for the purpose of changing its domicile. Following the completion of the stock purchase, CETL owned 100% of Head Dragon, and its subsidiary, GaoKe. Commensurate with completion of the acquisition, CSCA changed its name to A-Power Energy Generation Systems, Limited and was listed on the NASDAQ Capital Market under the ticker symbol APWR.