According to a press release dated September 10, 2007, China Sunergy, certain of its officers and directors, and the Company's underwriters are charged with including, or allowing the inclusion of, materially false and misleading statements in the Registration Statement and Prospectus issued in connection with the IPO, in violation of the Securities Act of 1933.
Particularly, the Complaint charges that China Sunergy raised over $107.52 million through the issuance of 9.775 million shares, despite the Registration Statement's false and misleading statements that the Company: (1) was a "leading manufacturer of solar cell products, as measured by production capacity" that was experiencing remarkable revenue growth; and (2) had secured a sufficient supply of polysilicon, a raw material necessary to the continued production of its solar cell products. Yet at the time of the IPO and unbeknownst to shareholders, the Registration Statement failed to disclose that China Sunergy was already having difficulty obtaining a sufficient supply of polysilicon, which foreseeably would have a near-term adverse impact on earnings.
On July 3, 2007, only weeks after the IPO, China Sunergy issued a press release announcing preliminary results for 2Q:07 well below guidance, and claimed that it could suddenly not obtain critical raw materials necessary for production and its revenue goals. The Company's press release stated that "the relatively tight supply of polysilicon affected the quality, quantity and delivery of wafers and drove up overall wafer prices in the spot market, resulting in increased pressure on China Sunergy's margins."
The complaint further alleges that on this news, shares of China Sunergy fell nearly 25% in a single trading day, from a high of $14.90 on July 2, 2007, to a close of $11.28 the following day, on exceedingly high volume of 3.659 million shares. As the impact of China Sunergy's belated disclosures resonated in the market, shares of the Company continued to decline, to about $7.50 per share by August 23, 2007. Shares fell significantly lower days later, to below $5.00 per share -- on news that the Company's CFO was resigning – after China Sunergy revealed a loss of at least $.14 per share for 2Q:07. In all, China Sunergy shares fell from $16.70 per share from the highs following the IPO, to a low of below $5.00 per share -- all within approximately 10 weeks.
On November 09, 2007, several motions to appoint lead plaintiffs and to consolidate cases were filed by the Tonyaz group and different individuals. Later on, a stipulation and Order extending time to respond to Complaint was entered on January 30, 2008.
On December 05, 2008, a Consolidated Amended Class Action Complaint For Violations Of Federal Securities Laws was filed in the court.
On October 16, 2009, a settlement agreement was struck thereby stipulating, by and among the parties to the Stipulation, through their respective attorneys, subject to approval of the Court pursuant to Rule 23(c) of the Federal Rules of Civil Procedure, and in consideration of the benefits flowing to the parties hereto from the Settlement, that the Consolidated Action, Related Actions, and all Released Claims as against the Released Persons shall be compromised, settled, released and dismissed with prejudice, upon and subject to the following terms.
On September 29, 2010, the Court issued an Order Preliminarily Approving Settlement and Providing for Notice subject to further consideration at the Settlement Fairness Hearing scheduled for later in the year.
On May 12, 2011, a Final Order and Judgment was issued by the Court dismissing this case in its entirety with prejudice.
On May 13, 2011, a Memorandum and Order was filed in the United States District Court Southern District of New York granting the Lead Plaintiff's Motions for Final Approval of the settlement and for Attorneys' Fees and Expenses.