Jinko Holdings Ltd 6-K, filed Nov 12, 2024
Jinko Holdings Ltd (JKS)
About this 6-K
Jinko Holdings Ltd filed this 6-K on November 12, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2024
Commission File Number: 001-34615
JinkoSolar Holding Co., Ltd.
(Translation of registrant’s name into English)
1 Yingbin Road
Shangrao Economic Development Zone
Jiangxi Province, 334100
People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
EXHIBIT INDEX
| Number | Description of Document |
| 99.1 | Press Release | |
| 99.2 | Notice of Annual General Meeting | |
| 99.3 | Form of Proxy for the Annual General Meeting |
SIGNATURES
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.
| JinkoSolar Holding Co., Ltd. | ||
| By: | /s/ Mengmeng (Pan) Li | |
| Name: | Mengmeng (Pan) Li | |
| Title: | Chief Financial Officer | |
Date: November 12, 2024
Exhibit 99.1
JinkoSolar Schedules 2024 Annual General Meeting to be Held on December 27, 2024
11/11/2024
SHANGRAO, China, Nov. 11, 2024 /PRNewswire/ -- JinkoSolar Holding Co., Ltd. (the "Company," or "JinkoSolar") (NYSE: JKS), one of the largest and most innovative solar module manufacturers in the world, today announced that it will hold its 2024 annual general meeting on Friday, December 27, 2024 at 10:00 a.m. (Beijing time) at 10F, No.1, Lane 1466, Shenchang Road, Minhang District, Shanghai, China, for the following purposes:
| · | To re-elect Mr. Xianhua Li as a director of the Company; |
| · | To re-elect Mr. Steven Markscheid as an independent director of the Company; |
| · | To ratify the appointment of Mr. Gang Chu as an independent director of the Company and re-elect him as an independent director of the Company; |
| · | To ratify the appointment of PricewaterhouseCoopers Zhong Tian LLP as auditors of the Company for the fiscal year of 2024; |
| · | To authorize the directors of the Company to determine the remuneration of the Company's auditors; |
| · | To authorize each of the directors of the Company to take any and all action that might be necessary to effect the foregoing resolutions as such director, in his or her absolute discretion, thinks fit; |
| · | To receive and consider the audited financial statements and the report of the auditors for the year ended December 31, 2023, and the report of the board of directors; and |
| · | To act upon such other matters as may properly come before our annual general meeting or any adjournment or postponement thereof. |
Only shareholders of record at the close of business on November 22, 2024 (New York time) are entitled to receive notice of and to vote at the Company's annual general meeting or any adjournment or postponement thereof.
The notice of the Company's annual general meeting and the Company's 2023 Annual Report, containing the complete audited financial statements and the report of auditors for the year ended December 31, 2023, together with the report of the board of directors, are available on the Investor Relations Section of the Company's website at www.jinkosolar.com.
The Company will provide to all holders of its ordinary shares, upon request, a hard copy of the Company's 2023 Annual Report and the report of the board of directors free of charge.
About JinkoSolar Holding Co., Ltd.
JinkoSolar (NYSE: JKS) is one of the largest and most innovative solar module manufacturers in the world. JinkoSolar distributes its solar products and sells its solutions and services to a diversified international utility, commercial and residential customer base in China, the United States, Japan, Germany, the United Kingdom, Chile, South Africa, India, Mexico, Brazil, the United Arab Emirates, Italy, Spain, France, Belgium, Netherlands, Poland, Austria, Switzerland, Greece and other countries and regions.
JinkoSolar had over 10 productions facilities globally, over 20 overseas subsidiaries in Japan, South Korea, Vietnam, India, Turkey, Germany, Italy, Switzerland, the United States, Mexico, Brazil, Chile, Australia, Canada, Malaysia, the United Arab Emirates, Denmark, Indonesia, Nigeria and Saudi Arabia, and a global sales network with sales teams in China, the United States, Canada, Brazil, Chile, Mexico, Italy, Germany, Turkey, Spain, Japan, the United Arab Emirates, Netherlands, Vietnam and India, as of September 30, 2024.
To find out more, please see: www.jinkosolar.com
Safe Harbor Statement
This press release contains forward-looking statements. These statements constitute "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar statements. Among other things, the quotations from management in this press release and the Company's operations and business outlook, contain forward-looking statements. Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Further information regarding these and other risks is included in JinkoSolar's filings with the U.S. Securities and Exchange Commission, including its annual report on Form 20-F. Except as required by law, the Company does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
For investor and media inquiries, please contact:
In China:
Ms. Stella Wang
JinkoSolar Holding Co., Ltd.
Tel: +86 21-5180-8777 ext.7806
Email: ir@jinkosolar.com
Mr. Rene Vanguestaine
Christensen
Tel: +86 178 1749 0483
Email: rene.vanguestaine@christensencomms.com
In the U.S.:
Ms. Linda Bergkamp
Christensen
Tel: +1-480-614-3004
Email: linda.bergkamp@christensencomms.com
View original content: https://www.prnewswire.com/news-releases/jinkosolar-schedules-2024-annual-general-meeting-to-be-held-on-december-27-2024-302301014.html
SOURCE JinkoSolar Holding Co., Ltd.
Exhibit 99.2
JINKOSOLAR HOLDING CO., LTD.
(incorporated in the Cayman Islands with limited liability)
NOTICE OF ANNUAL GENERAL MEETING
TO BE HELD ON DECEMBER 27, 2024
NOTICE IS HEREBY GIVEN that an annual general meeting of JinkoSolar Holding Co., Ltd. (the “Company”) will be held at 10F, No.1, Lane 1466, Shenchang Road, Minhang District, Shanghai, China on December 27, 2024 at 10:00 a.m. (Beijing time) for the purpose of considering and, if thought fit, passing and approving the following resolutions:
| 1. | As an ordinary resolution that Mr. Xianhua Li (whose resume is attached hereto as Exhibit A) be re-elected as a director of the Company; |
| 2. | As an ordinary resolution that Mr. Steven Markscheid (whose resume is attached hereto as Exhibit A) be re-elected as a director of the Company; |
| 3. | As an ordinary resolution that the appointment of Mr. Gang Chu (whose resume is attached hereto as Exhibit A) as an independent director of the Company be ratified and that he be re-elected as an independent director of the Company; |
| 4. | As an ordinary resolution that the appointment of PricewaterhouseCoopers Zhong Tian LLP as auditors of the Company for the fiscal year of 2024 be ratified; |
| 5. | As an ordinary resolution that the directors of the Company be authorized to determine the remuneration of the Company’s auditors; and |
| 6. | As an ordinary resolution that each of the directors of the Company be authorized to take any and all action that might be necessary to effect the foregoing resolutions 1 to 5 as such director, in his or her absolute discretion, thinks fit. |
The board of directors of the Company has fixed the close of business on November 22, 2024 (New York time) as the record date (the “Record Date”). All holders of our ordinary shares, whether or not represented by American depositary shares (the “ADSs”), on the Record Date are entitled to receive notice of and to vote at our annual general meeting or any adjournment or postponement thereof.
For a copy of the Company’s 2023 Annual Report, containing the complete audited financial statements and report of the auditors for the year ended December 31, 2023, and the report of the board of directors, please visit the Investor Relations Section of the Company’s website at www.jinkosolar.com. We will provide all holders of our ordinary shares, upon request, a hard copy of our 2023 Annual Report free of charge.
If you are a holder of our ordinary shares on the Record Date, you are cordially invited to attend the annual general meeting in person. Your vote is important. If you cannot attend the annual general meeting in person, you are urged to complete, sign, date and return the accompanying form of proxy by mail to the Company’s office at 10F, No.1, Lane 1466, Shenchang Road, Minhang District, Shanghai, China, Attention: Ms. Jojo Chang, or by email to jojo.chang@jinkosolar.com or by fax to Ms. Jojo Chang at 0086-21-51808600 as soon as possible and in any event no later than 10:00 a.m. December 25, 2024 (Beijing time).
If you are a registered holder of our ADSs as at the Record Date, the depositary, JPMorgan Chase Bank, N.A., will forward to you the information of our annual general meeting and ask you to provide your voting instructions with respect to the ordinary shares represented by your ADSs. Holders of our ADSs who wish to exercise their voting rights for the underlying ordinary shares represented by the ADSs must act through the depository. For your voting instructions to be valid, you must comply with the instructions provided by or on behalf of the depositary, and the depositary must receive your voting instructions in the manner and on or before the date specified. The depositary will try, to the extent practicable and legally permissible, subject to the provisions of or governing the underlying ordinary shares, to vote or to have its agents vote the ordinary shares as you instruct. The depositary shall, in the manner and on or before the time established by the depositary for such purpose, endeavor to vote or cause to be voted the underlying ordinary shares represented by the ADSs in accordance with your instructions insofar as practicable and permitted under the provisions of or governing the ordinary shares. The depositary will not itself exercise any voting discretion. Furthermore, neither the depositary nor its agents are responsible for any failure to carry out any voting instructions, for the manner in which any vote is cast or for the effect of any vote.
| BY ORDER OF THE BOARD OF DIRECTORS | |
| Xiande Li | |
| Chairman of the Board of Directors | |
| Date: November 11, 2024 |
Exhibit A
Resume of candidates for directors of the Company:
Mr. Xianhua Li is a founder and director of our company. He is also a director of Jinko Solar Co., Ltd. (688223.SH) and a director of Jinko Power Technology Co., Ltd. (601778.SH). He was our vice president from June 2006 to March 2020. Prior to founding our company, Mr. Li served as the chief engineer of Yuhuan Automobile Company, where his major responsibilities included conducting and managing technology research and development activities and supervising production activities, from 1995 to 2000. From 2000 to 2006, he was the factory director of Zhejiang Yuhuan Solar Energy Source Co., Ltd., where he was responsible for managing its research and development activities. Mr. Li is a brother of Mr. Xiande Li.
Mr. Steven Markscheid has been an independent director of the Company since September 15, 2009. Mr. Markscheid is Managing Partner at Aerion Capital, a family office. He serves as an independent non-executive director of Richtech Robotics, ConnectM Corporation, Charlton Aria Acquisition Corporation, Four Leaf Acquisition Corporation. He is also a trustee-emeritus of Princeton in Asia. From 1998 to 2006, Mr. Markscheid worked for GE Capital. During his time with GE, he led GE Capital’s business development activities in China and Asia Pacific, primarily acquisitions and direct investments. Prior to GE, he worked with the Boston Consulting Group throughout Asia. Mr. Markscheid was a commercial banker for ten years in London, Chicago, New York, Hong Kong and Beijing with Chase Manhattan Bank and First National Bank of Chicago. He began his career with the US China Business Council, in Washington D.C. and Beijing. He received his bachelor’s degree in East Asian Studies from Princeton University in 1976, his master’s degree in international affairs from Johns Hopkins University in 1980 and an MBA from Columbia University in 1991.
Mr. Gang Chu has been an independent director of the Company since August 2024. Mr. Gang Chu served as the chief operating officer and a member of the management committee of China International Capital Corporation Limited ("CICC") from March 2015 to February 2024. Between November 2015 and August 2024, he served as director on the boards of various subsidiaries of CICC. Between May 2009 and March 2015, he held various leadership roles at CICC, including as the head of strategy research in the research department, the head of capital markets, and the deputy chief operating officer of CICC. Prior to joining CICC, he worked at Citigroup from September 1993 to August 2008, holding various roles, including risk manager of emerging markets, proprietary trader of U.S. municipal bonds, the head of the Latin American equity derivatives business, and a managing director of the Citigroup Alternative Investments. Mr. Chu obtained a bachelor's degree in physics from the University of Science and Technology of China in July 1987 and a Ph.D. in theoretical physics from Northeastern University in the United States in September 1993. He also attended the Leonard N. Stern School of Business of New York University from September 1996 to June 1997. Mr. Chu became a Chartered Financial Analyst in September 2002.
Exhibit 99.3
JINKOSOLAR HOLDING CO., LTD.
(incorporated in the Cayman Islands with limited liability)
FORM OF PROXY FOR THE ANNUAL GENERAL MEETING
TO BE HELD ON DECEMBER 27, 2024 (OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF)
We,_____________________________________of______________________________________________________, being the registered holder of ________________ordinary shares, par value US$0.00002 per share in the share capital of JINKOSOLAR HOLDING CO., LTD. (the “Company”) hereby appoint ________________________, or failing him/her, the Chairman of the annual general meeting, as our proxy to attend and act on our behalf at the annual general meeting of the Company to be held at 10F, No.1, Lane 1466, Shenchang Road, Minhang District, Shanghai, China on December 27, 2024 at 10:00 a.m. (Beijing time), and at any adjournment(s) or postponement(s) thereof. Our proxy is instructed to vote on a poll or on a show of hands on the resolutions in respect of the matters specified in the Notice of the Annual General Meeting as indicated below:
| ORDINARY RESOLUTIONS | Please tick “√”or insert the number of shares to be voted for or against or to abstain in the appropriate column below | |||
| FOR | AGAINST | ABSTAIN | ||
| 1. | That Mr. Xianhua Li be re-elected as a director of the Company. | |||
| 2. | That Mr. Steven Markscheid be re-elected as an independent director of the Company. | |||
| 3. | That the appointment of Mr. Gang Chu as an independent director of the Company be ratified and that he be re-elected as an independent director of the Company. | |||
| 4. | That the appointment of PricewaterhouseCoopers Zhong Tian LLP as auditors of the Company for the fiscal year of 2024 be ratified. | |||
| 5. | That the directors of the Company be authorized to determine the remuneration of the Company’s auditors. | |||
| 6. | That each of the directors of the Company be authorized to take any and all action that might be necessary to effect the foregoing resolutions 1 to 5 as such director, in his or her absolute discretion, thinks fit. | |||
Dated______________, 2024
Signature:__________________________________
(Given under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under its common seal or under the hand of an officer or attorney duly authorized in writing)
INSTRUCTIONS:
| 1. | Only the holders of record of the ordinary shares of the Company at the close of business on November 22, 2024 (New York time) should use this form of proxy. |
| 2. | If you are the holder of two or more ordinary shares, you may appoint more than one proxy to represent you and vote on your behalf at the annual general meeting. A proxy need not be a shareholder. Please insert the name of the person(s) of your own choice that you wish to be appointed your proxy in the space provided, failing which the chairman of the annual general meeting will be appointed as your proxy. |
| 3. | Submission of the executed proxies shall not preclude you from attending and voting at the annual general meeting in person and in such event, the appointment of a proxy shall be deemed to be revoked. |
| 4. | Please indicate your voting preference by ticking, or inserting in the number of shares to be voted for or against or to abstain, the boxes above in respect of each resolution. The ordinary shares represented by all properly executed proxies returned to the Company before 10:00 a.m. December 25, 2024 (Beijing time), being the deadline for return of such proxies, will be voted by the proxy holder at the annual general meeting as indicated or, if no instruction is given, your proxy will vote or abstain at his/her discretion. As to any other business that may properly come before the annual general meeting, the ordinary shares represented by all properly executed proxies will be voted in accordance with the discretion of proxy holders. The Company does not presently know of any other business which may come before the annual general meeting. However, if any other matter properly comes before the annual general meeting, or any adjournment or postponement thereof, which may properly be acted upon, unless otherwise indicated, the proxies solicited hereby will be voted on such matter in accordance with the discretion of the proxy holders named therein. |
| 5. | Any alteration made to this form of proxy must be initialed by the persons(s) who sign(s) it. |
| 6. | Whether or not you propose to attend the relevant meeting(s) in person, you are strongly advised to complete and return this form of proxy in accordance with these instructions. To be valid, please mark, sign, date and return the form of proxy (together with any power of attorney or other authority under which it is signed or a notarized and/or duly certified copy of that power or authority) by mail to the Company at 10F, No.1, Lane 1466, Shenchang Road, Minhang District, Shanghai, China, Attention: Ms. Jojo Chang, or send copies of the foregoing by email to jojo.chang@jinkosolar.com or by fax to Ms. Jojo Chang at 0086-21-51808600, as soon as possible and in any event no later than 10:00 a.m. December 25, 2024 (Beijing time). |