CANADIAN SOLAR INC.
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of June 2007
Commission File Number: 001-33107
CANADIAN SOLAR INC.
Xin Zhuang Industry Park,
Changshu, Suzhou
Jiangsu 215562
Peoples Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F þ Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):
Indicate by check mark whether by furnishing the information contained in this Form, the registrant
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes
o No þ
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
82- N/A
CANADIAN SOLAR INC.
Form 6-K
TABLE OF CONTENTS
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Signature |
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Exhibit 20.1 Notice of Annual Meeting of Shareholders |
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Exhibit 20.2 Management Information Circular |
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Exhibit 20.3 Letter to Shareholders |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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CANADIAN SOLAR INC.
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By: |
/s/ Shawn Qu
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Name: |
Shawn Qu |
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Title: |
Chief Executive Officer |
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Date:
June 11, 2007
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EX-20.1 Notice of Annual Metting of Shareholders
Exhibit 20.1
CANADIAN SOLAR INC.
130 King Street West, Suite 1600, The Exchange Tower
Toronto, Canada M5X 1J5
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that an annual meeting (the Meeting) of shareholders of Canadian
Solar Inc. (the Corporation) will be held at The Westin Bund Center Shanghai, Room Agate,
2nd Floor, Bund Center, 88 Henan Central Road, Shanghai, 200002, Peoples Republic of
China, on Friday, June 29, 2007 at 4:00 p.m. (local time) for the following purposes:
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to receive the audited consolidated financial statements of the
Corporation for the financial year ended December 31, 2006 together with the
auditors report thereon and the notes thereto; |
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to elect directors of the Corporation; |
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to reappoint Deloitte Touche Tohmatsu CPA, Ltd. as the auditors of the
Corporation and to authorize the directors of the Corporation to fix their
remuneration; and |
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to transact such other business as properly may be brought before the
Meeting or any adjournment thereof. |
The matters to be dealt with at the Meeting are described in the management information
circular of the Corporation (the Circular) accompanying this Notice.
Shareholders are entitled to appoint a proxy to attend and act for and on behalf of them at
the Meeting. Shareholders who are unable to attend the Meeting in person and who wish to ensure
that their common shares are voted at the Meeting are requested to complete, sign and return the
accompanying form of proxy in accordance with the instructions set out therein and in the Circular.
DATED: May 29 , 2007.
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BY ORDER OF THE BOARD OF DIRECTORS
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/s/ Shawn Qu
Shawn Qu
Chairman, President and Chief Executive Officer |
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EX-20.2 Management Information Circular
Exhibit
20.2
MANAGEMENT INFORMATION CIRCULAR
INFORMATION INCORPORATED BY REFERENCE
Certain information contained in this management information circular (the Circular) has been
incorporated in this Circular from the annual report of the Corporation on Form 20-F (Form 20-F),
which has been filed with the United States Securities and Exchange Commission and is attached
hereto.
VOTING INFORMATION
Solicitation of Proxies
This Circular of Canadian Solar Inc. (the Corporation) is furnished in connection with the
solicitation of proxies by management of the Corporation for use at the annual meeting of
shareholders of the Corporation (the Meeting) to be held at the time and place and for the
purposes set forth in the notice of meeting accompanying this Circular (the Notice).
The solicitation of proxies will be primarily by mail, but proxies may also be solicited by
telephone, in writing or in person by the directors, officers and regular employees of the
Corporation. The Corporation may also use the services of a proxy solicitation firm. The cost of
the solicitation of proxies will be borne by the Corporation.
Appointment of Proxies
The persons named in the accompanying form of proxy are officers of the Corporation.
A shareholder has the right to appoint a person (who need not be a shareholder) other than the
persons named in the accompanying form of proxy to be the proxy of the shareholder at the Meeting
and may exercise this right either by inserting that persons name in the blank space provided in
the accompanying form of proxy or by completing another proper form of proxy. To be effective,
completed proxies must be received by the Bank of New York by mail in the enclosed
return envelope at least 48 hours (excluding Saturdays, Sundays and holidays) before the time
of the Meeting or any adjournment thereof or be deposited with the chairman of the Meeting before
the commencement of the Meeting or any adjournment thereof.
Revocation of Proxies
Proxies given by shareholders for use at the Meeting may be revoked at any time before their
use. In addition to revocation in any manner permitted by law, a proxy may be revoked by depositing
an instrument in writing signed by the shareholder or by the shareholders attorney duly authorized
in writing with the Bank of New York by mail or hand delivery at 101 Barclay Street, Floor A, Proxy
Department, New York New York 10286, U.S.A. at least 48 hours (excluding Saturdays, Sundays and
holidays) before the time of the Meeting or any adjournment thereof or be deposited with the
chairman of the Meeting before the commencement of the Meeting or any adjournment thereof.
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Voting and Discretion of Proxies
The common shares represented by the proxies solicited by management pursuant to this Circular
will be voted in accordance with the directions contained therein.
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If no directions are given, the common shares will be voted FOR: |
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the election of the five proposed nominees for election as directors named in
the Circular; and |
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the appointment of Deloitte Touche Tohmatsu CPA, Ltd. as the
auditors of the Corporation and the authorization of the directors of the Corporation
to fix their remuneration. |
The accompanying form of proxy confers discretionary authority on the persons named therein in
respect of amendments or variations to the matters referred to in this Circular and in respect of
other matters that may properly come before the Meeting, or any adjournment thereof. Management of
the Corporation knows of no such amendments or variations or other matters that may properly come
before the Meeting but, if any such amendments or variations or other matters properly come before
the Meeting, the persons named in the accompanying form of proxy will vote thereon in accordance
with their best judgement.
Voting Shares
Shareholders of record on Thursday, June 6, 2007 are entitled to receive notice of and vote at
the Meeting. Persons who acquired common shares after Thursday, June 6, 2007 must produce properly
endorsed share certificates or other evidence that they own the acquired common shares and must
submit a notice in writing to the Corporation at 130 King Street West, Suite 1600, The Exchange
Tower, Toronto, Canada M5X 1J5 no latter than 5:00 p.m. (Toronto time) on Friday, June 15, 2007
requesting that their names be included on the list of shareholders before the Meeting in order to
be entitled to vote.
The authorized capital of the Corporation consists of an unlimited number of common shares.
There are 27,436,595 common shares outstanding. All common shares may be voted at the Meeting.
Shareholders are entitled to one vote for each common share held by them.
Principal Shareholders
To the knowledge of the directors and executive officers of the Corporation, the only persons
who beneficially own, directly or indirectly, or exercise control or direction over voting
securities of the Corporation carrying 5% or more of the voting rights attached to any class of
voting securities of the Corporation are set out in Item 6E Share Ownership of Form 20-F.
Required Approval
All matters to be dealt with at the Meeting require the approval of a majority of the votes
cast on the matter.
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BUSINESS OF MEETING
Consolidated Financial Statements
The audited consolidated financial statements of the Corporation for the financial year ended
December 31, 2006, together with the auditors report thereon and the notes thereto, accompany this
Circular and will be submitted to the Meeting. Receipt of the audited consolidated financial
statements will not constitute approval or disapproval of any matters referred to therein.
Election of Directors
The articles of the Corporation require that the Corporation have a minimum of three directors
and a maximum of ten directors. The articles also provide that the actual number of directors
within the specified minimum and maximum may be determined from time to time by resolution of the
directors. The board of directors of the Corporation (the Board) has by resolution fixed the
number of directors of the Corporation, within the specified minimum and maximum, at five. The
term of office of each of the current directors expires on the election of directors at the
Meeting.
Management of the Corporation intends to nominate the individuals named below for election as
directors of the Corporation. The Corporation has not received notice, and management of the
Corporation is not aware, of any other nominees for election as directors of the Corporation.
The following table sets out the name and province or state and country of residence of each
person proposed to be nominated for election as director at the Meeting and his current position
with the Corporation. See Item 6A. Directors and Senior Management, Item 6C. Board Practices,
Committees of the Board of Directors and Item 6E. Share Ownership of Form 20-F for the following
additional information with respect to each person proposed to be nominated for election as
director at the Meeting: the period during which he has served as a director, the Board committees
of which he is a member, his principal occupation and the number of common shares beneficially
owned, directly or indirectly, or controlled or directed by him.
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Name and |
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Municipality of Residence |
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Current Position(s) with the Corporation |
Shawn (Xiaohua) Qu
Suzhou, Peoples Republic of China
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Chairman, President and Chief Executive Officer |
Bing Zhu
Suzhou, Peoples Republic of China
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Director and Chief Financial Officer |
Arthur Chien
Beijing, Peoples Republic of China
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Director |
Lars-Eric Johansson
London, The United Kingdom
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Director |
Robert McDermott
Toronto, Ontario, Canada
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Director |
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Appointment of Auditors
Management of the Corporation proposes that Deloitte Touche Tohmatsu CPA, Ltd. be re-appointed
auditors of the Corporation and that the directors of the Corporation be authorized to fix their
remuneration. Deloitte Touche Tohmatsu CPA, Ltd. have been auditors of the Corporation since
December, 2005.
Other Business
Management of the Corporation knows of no other matters that may properly come before the
Meeting.
STATEMENT OF EXECUTIVE COMPENSATION
General
See Item 6B. Compensation of Directors and Executive Officers Cash Remuneration and Share
Based Remuneration and Item 6C. Board Practices Directors Agreements of Form 20-F.
Employment and Management Contracts
See Item 6C. Board Practices Employment Agreements of Form 20-F.
Compensation of Directors
See Item 6B. Compensation of Directors and Executive Officers Cash Remuneration and Item
6C Board Practices Directors Agreements of Form 20-F.
RELATED PARTY TRANSACTIONS
See Item 7. Major Shareholders and Related Party Transactions of Form 20-F.
INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS
See Item 6C. Board Practices Interested Transactions and Item 7B. Related Party
Transactions of Form 20-F.
MATERIAL CONTRACTS
See Item 10C. Material Contracts of Form 20-F.
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OTHER MATTERS
Shareholder Proposals
Shareholders must submit any shareholder proposal that they wish to be considered at the
annual meeting of shareholders of the Corporation in respect of the year ending December 31, 2007
to be held in 2008 no later than February 28, 2008. All shareholder proposals must comply with
Section 137 of the Canada Business Corporations Act.
Glossary
The term shareholder refers to a registered holder of common shares. The term common share
refers to common shares in the capital stock of the Corporation.
Date of Information
Except where noted, all information in this Circular is as of May 29, 2007.
APPROVAL OF CIRCULAR BY BOARD
The contents and the sending of this Circular have been approved by the Board.
DATED at Toronto, Canada this 29th day of May, 2007.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Shawn Qu
Shawn Qu
Chairman, President and Chief Executive Officer
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Our Annual Report on Form 20-F for the fiscal year ended December 31, 2006 as filed with the
Securities and Exchange Commission on May 29, 2007 is hereby incorporated by reference.
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EX-20.3 Letter to Shareholders
Exhibit 20.3
Dear Shareholders:
Since founding CSI in 2001, we have rapidly grown into one of the solar industrys most prominent
companies. We have differentiated CSI as a cost-effective, integrated solar module and application
provider with a pro-active supply chain strategy.
In 2006 we continued to build on our impressive track record. We grew revenues to US$68.2 million
in 2006, compared to US$18.3 million in 2005. CSIs accomplishments, strong industry position, and
growth potential led to a successful IPO on NASDAQ in November 2006. The IPO proceeds we raised
will help fund our continued growth worldwide.
We are working hard to establish CSI as a worldwide brand synonymous with high quality, high yield,
and cost effective solar module and application products. Many of our growth initiatives
are now running ahead of plan, helping to further strengthen our position in the key European and
U.S. markets.
A fundamental aspect of CSIs business strategy is to maintain a balanced customer portfolio. The
two types of customers we focus on include: regular distributors whom we ship to on a monthly or
quarterly schedule and project owners or companies that purchase CSIs products for specific solar
power projects. CSI has worked to forge relationships with top-tier distributors and resellers in
the solar industry, as well as companies and individuals that engage in landmark solar power
initiatives.
In establishing a diverse network of customers, CSI has consistently delivered high quality, low
cost solutions. We built a leadership position in the market for higher margin specialty modules.
Our customers range from top-tier auto manufacturers, to some of the largest integrators of
renewable and energy-efficient technology solutions.
We have developed one of the industrys strongest supply chains, and demonstrated a first-mover
advantage with our silicon reclamation program. Our supply chain includes a number of key
long-term silicon supply deals. Most notable of these are a 5 year supply deal with one of the
largest China based polysilicon manufacturers for high purity silicion, and a 12 year wafer supply
agreement with one of the biggest global producers of monocrystalline and multicrystalline silicon
wafers.
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Considerable Business Momentum
As part of CSIs growth, we have continued to add on proven sales and support resources. Our
customers and prospects operate globally and we need to have an on the ground presence to maintain
existing relationships and to build important new ones. We recently made several key hires,
including a new Director of Sales in the U.S. with 12 years of industry experience. We expect to
open a new European sales office in the second quarter of 2007.
Our efforts are paying off. CSI recently added five major customers and distributors, more than
doubling our customer base in Europe. We also continue to work with customers to develop
innovative specialty products to meet their specific needs. The higher-margin, specialty product
area compliments our core standard modules. On the standard module side, we recently introduced a
new product capable of producing 220 watts to 240 watts power output per module, which is now a top
seller for CSI. On the specialty side, we further cemented our relationships with key customers
and expect to see increased sales of several specialty solar products.
Balanced Supply Strategy
CSI continues to ramp up its in-house solar cell manufacturing while maintaining long-term
strategic purchasing from a couple of selected supply partners. For example, we recently signed a
supply agreement with a major solar cell manufacturer in China. Securing this additional solar
cell supply at a cost meeting our internal target will help us to fulfill the increased demands
from our key customers. We believe this balanced supply strategy helps to create a
win-win situation and provides us with the ability to quickly respond to demand surges from our
customers.
CSIs management has continued to work diligently to shore up both our polysilicon supply and to
reconfirm contracts with customers. We have already reconfirmed about 80% of our 2007 forecasted
64MW sales and reconfirmed about 70% of silicon, wafer and cell supply required to meet our sales
forecast for 2007.
We are very excited about our in-house solar cell progress. Our management boasts some of the
industrys most senior solar cell manufacturing expertise. We know how to cost efficiently source
high performance machinery, how to install on schedule and how to achieve on target yields.
Already in 2007, we successfully installed our first of four planned
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in-house solar cell lines. It
took just six months from the ground breaking to the production of the first batch of cells. We
plan to have a total of four, 25MW solar cell lines in full commercial production by the end of
2007.
On April 15, 2007, we officially opened a new cell manufacturing subsidiary, CSI Cells Co., with a
manufacturing area of about 10,000 sq meters. Our first line, which was installed on February 10,
2007, approximately one month ahead of schedule, gives us an initial 25MW of annual nameplate
capacity. We expect to complete Line 2 on schedule at the end of June. Lines 3 and 4, planed for
December, will be implemented on or ahead of schedule, bringing the total cell manufacturing
capacity to 100MW. The new cell facility will further strengthen CSIs competitive edge in the
current consolidation of the solar industry.
Vertical integration of in-house solar cell production lines will give us added control over
product quality and delivery times, and enable CSI to provide even better service to our customers.
Targeting Continued Revenue and Profit Growth
We entered 2007 in a very strong position. We have an excellent customer base to grow with. Our
specialty products business continues to be a leader in the industry. Finally, we are in a strong
financial position. Our outlook is positive for the near and long-term.
One of our top priorities is to regain margin growth in 2007. We will leverage the long-term,
favorable pricing we have negotiated and are negotiating with our suppliers combined with ongoing
first mover advantage in our silicon reclamation program and the margin contribution from our
in-house solar cell production lines.
The market is now much healthier for CSI as we work to build ourselves as one of the industrys
leading companies. CSI has developed a reputation as a valued partner to customers worldwide. We
are a trusted supplier of solar products based on product design, performance and customization, as
well as after-sale services. Our integrated solar provider model with our proactive supply chain
strategy has positioned us for continued success in 2007.
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We thank you for your support during 2006, and we look forward to sharing our progress with you
throughout 2007.
Sincerely,
/s/ Shawn Qu
Dr. Shawn Qu
Chairman & CEO
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