SPI Energy (SPIEF) 8-K/A Completion of Acquisition or Disposition of Assets

Exhibit 99.6

SINSIN RENEWABLE INVESTMENT LIMITED 

UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30,2014 AND 2013

INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Unaudited Interim Condensed Consolidated Statements of Profit or Loss and Other Comprehensive Income	2
Unaudited Interim Condensed Consolidated Balance Sheets	3
Unaudited Interim Condensed Consolidated Statements of Changes in Equity	4
Unaudited Interim Condensed Consolidated Statements of Cash Flows	5
Notes to the Unaudited Interim Condensed Consolidated Financial Statements	6

1

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS

AND OTHER COMPREHENSIVE INCOME

FOR THE SIX-MONTHSENDED JUNE 30, 2014

AND THE PERIOD FROM MAY 8,2013 (DATE OF INCORPORATION) TO JUNE 30, 2013

	Six-months endedJune 30,			From May 8 toJune 30,
In Euro	2014			2013
Revenues (note 7)		4,972,940			-
Cost of sales		(2,795,428	)		-
Gross profit		2,177,512			-
Other income		18,000			-
Administrative expenses		(221,982	)		-
Other expenses		(47,507	)		-
Operating income		1,926,023			-
Finance costs (note 8)		(2,412,760	)		-
Loss before income taxes		(486,737	)		-
Income taxes (note 4)		(252,162	)		-
Loss for theperiod		(738,899	)		-
Other comprehensive income for theperiod		-			-
Total comprehensive income for theperiod		(738,899	)		-

The accompanying notes form part of these unauditedinterimcondensed consolidated financial statements.

2

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2014ANDDECEMBER 31, 2013

	As ofJune 30,			As of December 31,
In Euro	2014			2013
ASSETS:
Property, plant and equipment		53,768,884			54,832,707
Goodwill		7,312,728			7,312,728
Other non-current assets		9,806			8,805
Deferred tax assets		556,724			523,008
TOTAL NON-CURRENT ASSETS		61,648,142			62,677,248
CURRENT ASSETS:
Trade and other receivables (note 3)		6,326,495			5,346,987
Cash and cash equivalents		2,537,128			2,674,375
TOTAL CURRENT ASSETS		8,863,623			8,021,362
TOTAL ASSETS		70,511,765			70,698,610
LIABILITIES AND EQUITY
CURRENT LIABILITIES:
Income tax payables		753,314			710,345
Borrowings (note 5)		64,989,000			64,989,000
Trade and other payables (note 6)		7,394,857			6,805,009
TOTAL CURRENT LIABILITIES		73,137,171			72,504,354
NON-CURRENT LIABILITIES:
Other non-current liabilities		3,001			3,001
Deferred tax liabilities		3,957,411			4,038,174
TOTALNON-CURRENT LIABILITIES		3,960,412			4,041,175
TOTAL LIABILITIES		77,097,583			76,545,529
EQUITY:
Share Capital		100,000			100,000
Accumulated losses		(6,685,818	)		(5,946,919	)
TOTAL EQUITY		(6,585,818	)		(5,846,919	)
TOTAL LIABILITIES AND EQUITY		70,511,765			70,698,610

The accompanying notes form part of theseunauditedinterimcondensed consolidated financial statements.

3

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE SIX-MONTHS ENDED JUNE 30, 2014

AND THE PERIOD FROM MAY 8,2013 (DATE OF INCORPORATION) TO JUNE 30, 2013

In Euro	Share Capital			Accumulated Losses			Total
Balance at May 8, 2013 (date of incorporation)		-			-			-
Changes in equity for the period
Loss for the period		-			-			-
Other comprehensive income		-			-			-
Total comprehensive income		-			-			-
Issuance of shares		1,200			-			1,200
Balance atJune 30, 2013		1,200			-			1,200
Balance at January1,2014		100,000			(5,946,919	)		(5,846,919	)
Changes in equity for the period
Loss for the period		-			(738,899	)		(738,899	)
Other comprehensive income		-			-			-
Total comprehensive income		-			(738,899	)		(738,899	)
Balance atJune 30, 2014		100,000			(6,685,818	)		(6,585,818	)

The accompanying notes form part of theseunauditedinterimcondensed consolidated financial statements.

4

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX-MONTHS ENDED JUNE 30, 2014

AND THE PERIOD FROM MAY 8,2013 (DATE OF INCORPORATION) TO JUNE 30, 2013

	Six-monthsendedJune 30,			From May 8 toJune 30,
In Euro	2014			2013
Cash flows from operating activities
Loss before taxation		(486,737	)		-
Adjustments for:
Depreciation		1,131,923			-
Finance costs		2,412,760			-
Changes in:
Trade and other receivables		1,088,491			-
Trade and other payables		43,008			-
Cashgenerated from operating activities		4,189,445			-
Tax paid		(323,672	)		-
Net cashgenerated from operating activities		3,865,773			-
Cash flows from investing activities
Purchase of property, plant and equipment		(1,931,269	)		-
Advances to a related party		(2,069,000	)		-
Net cashused in investing activities		(4,000,269	)		-
Cash flows from financing activities
Interest paid		(2,751	)		-
Issuance of shares		-			240
Net cash(used in)/generated from financing activities		(2,751	)		240
Net(decrease)/increasein cash and cash equivalents		(137,247	)		240
Cash and cash equivalents at beginning of the period		2,674,375			-
Cash and cash equivalents at end of the period		2,537,128			240

The accompanying notes form part of theseunauditedinterimcondensed consolidated financial statements.

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NOTE 1—REPORTING ENTITY

Sinsin Renewable Investment Limited (the “Company”) was incorporated on May 8, 2013. The address of its registered office is Strand Towers, Floor 2, 36, The Strand, Sliema SLM 1022, Malta. At June 30, 2013, the Company was a wholly-owned subsidiary of Sinsin Euro Solar Asset Limited Partnership (“Sinsin Euro”), which was a subsidiary of Xinxing Pipes Ductile Iron Pipes Co., Ltd (“Xinxing Pipes”). On December 1, 2014, 100% of the Company’s shares were purchased by Solar Power, Inc. (“SPI”), an entity whose common stock is traded on the Over the Counter Bulletin Board in the United States.

These interim condensed consolidated financial statements comprise the Company and its subsidiaries (collectively the “Group”). The Group’s principal activities are the development, investment and operation of Photovoltaic parks through four indirectly wholly-owned subsidiaries in Greece (the “Operating Subsidiaries”).

NOTE 2— BASIS OF PREPARATION OF FINANCIAL STATEMENTS

These interim condensed consolidatedfinancial statements have been prepared in accordance with International Accounting Standards (IAS) 34 “Interim Financial Reporting” issued by the International Accounting Standards Board (“IASB”). They do not include all the information required for a complete set of financial statements prepared in accordance with International Financial Reporting Standards (“IFRSs”). However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since the consolidated financial statements for the period from May 8, 2013 (date of incorporation) to 31 December 2013.

IASB has issued a number of amendments to IFRSs and interpretations and new standards that are first effective for the accounting period beginning on January 1, 2014. These developments have had no material impact on the contents of these condensed consolidated interim financial statements. Except for these developments, the accounting policies applied by the Company in these interim condensed consolidated financial statements are the same as those applied by the Company in its annual consolidated financial statements for the period from May 8, 2013 (date of incorporation) to December 31, 2013. The Group has not applied any new standard or interpretation that is not yet effective for the current accounting period.

The interim condensed consolidated financial statements were authorized for issue by the Board of Directors of the Company on February 13, 2015.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Group incurred a loss of Euros 738,899 during the period. As at June 30, 2014, the Group had net current liabilities and net liabilities of Euros 64,273,548 and Euros 6,585,818 respectively.

In view of these circumstances, the directors have given careful consideration to the future liquidity and performance of the Group and its available sources of finance in assessing whether the Group will have sufficient financial resources to continue as a going concern.

The directors believe the Group will generate sufficient cash flow and continue as a going concern on the basis that SPI, the Group’s parent company since December 1, 2014, has undertaken to provide financial support to the Group to the extent necessarily enabling it to meet its liabilities as and when they fall due prior to December 31, 2015. Accordingly, the consolidated financial statements have been prepared on a going concern basis.

NOTE3—TRADE ANDOTHER RECEIVABLES

	As ofJune 30,		As of December 31,
In Euro	2014		2013
Trade receivables		3,134,500		4,290,937
Value added tax recoverable		996,390		729,138
Prepayment and other receivables		2,195,605		326,912
Total		6,326,495		5,346,987

Trade receivables represent amount due from Lagie S.A. for the sales of electricity. Credit period of one month is normally granted to the customer. All trade receivables balances have been settled.

Included in the prepayment and other receivables was an amount of Euros 2,069,000 due from Sinsin Solar Capital Limited Partnership, the intermediate holding company. During the six-months ended June 30, 2014, the Company paid expenses of Euros 2,069,000 on behalf of Sinsin Solar Capital Limited Partnership. Such payments were classified as advances to a related party under cash flows from investing activities in the consolidated statements of cash flows. The amount due from Sinsin Solar Capital Limited Partnership of Euros 2,069,000 were fully settled in July 2014.

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NOTE4—TAXATION

(a) Taxation in the profit or loss represents:

	Period endedJune 30,			From May 8 toJune 30,
In Euro	2014			2013
Current tax		366,642			-
Deferred tax – origination and reversal of temporary differences		(114,480	)		-
Taxation expenses		252,162			-

Pursuant to the tax law in Malta, the statutory income tax rate applicable to the Company in 2014 was 35% (2013: 35%).

Pursuant to the tax law in Greece, the statutory income tax rate applicable to the Company’s operating subsidiaries in Greece in 2014 was 26% (2013: 26%)

NOTE5—BORROWINGS

	As ofJune 30,		As of December 31,
In Euro	2014		2013
Total borrowings		64,989,000		64,989,000

The Group’s borrowings at December 31, 2013 represent unsecured loans from a related party (see note 9(c)), which are charged at a fixed annual interest rate of 7.5%. Pursuant to the loan contracts, the entire loans principal are wholly repayable in 2033 but would also become immediately repayable on demand by the lender at any time during the loan period. Accordingly, these borrowings were classified as current liabilities.

NOTE6—TRADE ANDOTHER PAYABLES

	As ofJune 30,		As of December 31,
In Euro	2014		2013
Payables for property, plant and equipment		1,736,180		3,599,349
Accrued interests on borrowings		4,270,052		1,860,043
Other payable and accruals		1,388,625		1,345,617
Total		7,394,857		6,805,009

NOTE7—REVENUE

	Six months ended June 30, 2014		From May 8, 2013 to June 30,2013
InEuro
Sales of electricity		4,972,940		-

Revenue represents sales of electricity generated from Photovoltaic park assets owned by the Company. The Company entered into long-term power purchase contract with Lagie S.A. in Greece, the sole customer of the Company, for the supply of electricity at the prevailing effective tariff rate determined by the relevant local government authority in Greece.

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NOTE8—FINANCE COSTS

	Six months ended June 30, 2014		From May 8, 2013 toJune 30,2013
In Euro
Interest expenses on borrowings		2,410,009		-
Other finance charges		2,751		-
Financecosts recognized in profit or loss		2,412,760		-

NOTE9—RELATED PARTY TRANSACTIONS

The Company entered into the following material transactions with its related party during the reporting period:

(a) Finance Expenses

	Period endedJune 30,		From May 8 toJune 30,
In Euro	2014		2013
Immediate holding company
Sinsin Europe Solar Asset Limited Partnership		2,410,009		-

The Company had the following balances with its related party at the end of the reporting period:

(b) Trade and Other Receivables

	As of June 30		As of December 31
In Euros	2014		2013
Intermediate holding company
Sinsin Solar Capital Limited Partnership		2,069,000		-

During the six-months period ended June 30, 2014, the Group paid certain expenses on behalf of Sinsin Solar Capital Limited Partnership. The receivable balances were fully repaid by Sinsin Solar Capital Limited in July 2014.

(c) Borrowings

	Period endedJune 30,		As of December 31
In Euro	2014		2013
Immediate holding company
Sinsin Europe Solar Asset Limited Partnership		64,989,000		64,989,000

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NOTE10—IMMEDIATE AND ULTIMATE CONTROLLING PARTY

At June 30, 2014, the directors consider the immediate holding company to be Sinsin Europe Solar Asset Limited Partnership, which is incorporated in Greece, and ultimate holding company to be Xinxing Pipes, which is incorporated in the PRC. Xinxing Pipes produces financial statements in accordance with PRC accounting standards that are available for public use.

In December 2014, SPI acquired all the equity interest of Sinsin Renewable Investment Limited and becomes the ultimate controlling party of the Company.

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