Related issues concerning the transfer of project company equity before grid connection of photovoltaic projects

Question:

Regarding whether the direct or indirect transfer of the equity of the project company before the photovoltaic project is connected to the grid involves scalping the road, the questions to consult your Bureau are as follows: 1. According to the "Notice of the National Energy Administration on regulating the order of investment and development of photovoltaic power stations", we understand that the scalping road is mainly for the speculative behavior of obtaining improper interests through the paid transfer of project company equity. May I ask (1) If the equity transfer is carried out in the way of zero consideration, and the actual controller changes after the transfer, is there a legal risk of being identified as the scalping of the road? (2) If the actual controller has not changed after the transfer, is there any legal risk of being identified as scalping? (3) Is it necessary to re-file under the above circumstances? 2. If the equity of the shareholders of the project company is transferred at zero consideration in the project (that is, indirect transfer) and the transfer parties belong to the same control or related parties, is there any legal risk of being identified as scalping the road? Is a new filing required in this case?

Message time: 2021.2.23

Reply:

Your message on "Issues related to the transfer of equity of the project company before the photovoltaic project is connected to the grid" has been received. After studying, my reply is as follows:

In October 2014, the Bureau issued the "Notice of the National Energy Administration on regulating the order of investment and development of photovoltaic power stations" (National Energy New Energy [2014] No. 477), the document stipulates: "For legitimate reasons to carry out project cooperation development and transfer project assets, the government filing documents and related rights and interests cannot be paid transfer." Before the project is put into operation, the investment entity of the project that has gone through the filing procedures shall not transfer the project to other investment entities without the consent of the filing authority. During the implementation of the project, the investment subject has undergone major changes and the construction site and construction content have changed, and an application should be submitted to the project filing authority to go through the filing procedures again." It is recommended that you transfer power plant equity based on this and related policies and regulations.

Reply time: 2021.3.2

Respondent: Department of New Energy