Jinko Holdings Ltd 6-K, filed Jun 29, 2021
Jinko Holdings Ltd (JKS)
About this 6-K
Jinko Holdings Ltd filed this 6-K on June 29, 2021.
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 June, 2021
Commission File Number: 001-34615
JinkoSolar Holding Co., Ltd.
(Translation of registrant’s name into English)
1 Jingke 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 ¨
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).
Yes ¨ No x
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).
Yes ¨ No x
EXHIBIT INDEX
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: June 29, 2021
Exhibit 10.1
Declaration and Undertaking on Authenticity, Accuracy and Completeness of Application Documents for IPO
In view of the fact that Jinko Solar Co., Ltd. (hereinafter referred to as “Issuer”) intends to apply for an initial public offering of shares and listing on the STAR Market, JinkoSolar Investment Limited (hereinafter referred to as “Company”), as the controlling shareholder of the Issuer, declares and undertakes the following with respect to the authenticity, accuracy and completeness of the full set of application documents and the relevant restraints in accordance with the requirements of relevant laws, regulations and regulatory documents:
I. The Company has verified and reviewed the full set of application documents of the Issuer for the initial public offering of shares and listing on the STAR Market, confirms that there are no false records, misleading statements or material omissions in the such documents and assumes individual and joint legal responsibility for their authenticity, accuracy and completeness.
II. If the prospectus and other application documents of the Issuer contain false records, misleading statements or material omissions, incurring losses to the investors in the issuance and trading of securities, the Company will compensate investors for such losses by law after the China Securities Regulatory Commission, the stock exchange (hereinafter referred to as “Securities Regulator”) or other competent authorities issue a formal administrative penalty decision against the Issuer and determine that the Issuer has committed the above-mentioned violations, provided that the Company is determined by the Securities Regulator not to be exempt from such liability.
III. If there is any false record, misleading statement or material omission in the prospectus and other application documents of the Issuer, and such situation constitutes a material and substantial effect on the determination of whether the Issuer meets the issuance and listing requirements for the initial public offering of shares and listing on the STAR Market under the laws, administrative regulations, departmental rules and normative documents, the Company undertakes to make every effort to cause the Issuer to repurchase all the new shares of its initial public offering and to acquire back the original restricted shares (if any) that have been transferred.
Declaration and Undertaking on Truthfulness, Accuracy and Completeness of Application Documents for IPO
IV. If the Company fails to fulfill its undertakings, is indeed unable to fulfill them or is unable to fulfill them as scheduled (other than those caused by the changes in applicable laws, regulations & policies, natural disasters, other force majeure events and other reasons beyond the Company’s control), the Company will take the following measures:
1. The Company will publicly explain the specific reasons for non-fulfillment and apologize to shareholders and public investors at the general meeting of shareholders of the Issuer and in the disclosure media designated by the China Securities Regulatory Commission;
2. The Company will voluntarily accept the supervision of the society and regulatory authorities, correct and continue to fulfill the relevant public undertakings in a timely manner, and assume the corresponding responsibilities in accordance with the provisions of applicable laws and regulations as well as the requirements of regulatory authorities.
(There is no text in this page. It is the signature page of Declaration and Undertaking on Authenticity, Accuracy and Completeness of Application Documents for IPO.)
For and on behalf of
JinkoSolar Investment Limited (Seal):
By: /s/ Li Xiande
Date: June 21, 2021
Signature Page of Declaration and Undertaking on Truthfulness, Accuracy and Completeness of Application Documents for IPO
Exhibit 10.2
Undertaking to Stabilize Share Price for Three Years after Initial Public Offering and Listing on STAR Market
Jinko Solar Co., Ltd. (hereinafter referred to as “Company”) intends to apply for an initial public offering of its shares and listing on the STAR Market. In order to protect the rights and interests of minority stockholders, JinkoSolar Investment Limited, as the Controlling Shareholder, hereby makes the following undertakings:
I. Conditions for Initiating the Measures to Stabilize the Share Price
If the closing price of the Company’s shares for 20 consecutive trading days is lower than the price of the audited net asset per share of the Company in the previous fiscal year (net asset per share = total equity attributable to the common shareholders of the parent company in the consolidated financial statements / total number of shares of the Company at the end of the year; if the Company’s shares are subject to ex-right or ex-dividend events such as dividend payout, share bonus, capitalization of capital reserve, issuance of new shares, or if the net asset or total number of shares of the Company change for other reasons, the relevant calculation and comparison methods shall be adjusted in accordance with the relevant regulations of the stock exchange or other applicable regulations; similarly hereinafter) within three years after the initial public offering of the Company’s shares and listing on the STAR Market, while the provisions of the applicable laws, administrative regulations and normative documents on the repurchase and increase of the Company’s shares are also met, the Company will take one or more of the following measures to stabilize the Company’s share price:
1. The Company repurchases the shares;
2. The Controlling Shareholder increases its shareholding;
3. The Company’s directors (other than independent directors) and senior management increase their shareholding.
II. Restraints for Failure of Controlling Shareholder to Fulfill the Share Price Stabilization Program
Undertaking to Stabilize Share Price for Three Years after Initial Public Offering and Listing on STAR Market
If the Controlling Shareholder fails to fulfill its undertakings, is indeed unable to fulfill them or is unable to fulfill them as scheduled (other than those caused by the changes in applicable laws, regulations & policies, natural disasters, other force majeure events and other reasons beyond the Company’s control), the Controlling Shareholder will take the following measures:
1. The Controlling Shareholder will publicly explain the specific reasons for non-fulfillment and apologize to the shareholders and public investors at the general meeting of shareholders and on the disclosure media designated by the China Securities Regulatory Commission;
2. The Controlling Shareholder will voluntarily accept the supervision of the society and regulatory authorities, correct and continue to fulfill the relevant public undertakings in a timely manner, and assume the corresponding responsibilities in accordance with the provisions of applicable laws and regulations as well as the requirements of regulatory authorities;
3. If the investors suffer losses in securities trading as a result of the Controlling Shareholder failure to fulfill the relevant undertakings, the Controlling Shareholder will compensate the investors for such losses by law.
Undertaking to Stabilize Share Price for Three Years after Initial Public Offering and Listing on STAR Market
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To be signed by the Controlling Shareholder:
For and on behalf of
JinkoSolar Investment Limited (Seal)
By: /s/ Li Xiande
Date: June 21, 2021
Signature Page of Undertaking to Stabilize Share Price for Three Years after Initial Public Offering and Listing on STAR Market
Exhibit 10.3
Undertaking on Restricted Circulation of Shares, Intention to Hold Shares and Intention to Reduce Holdings
In view of the fact that we are the controlling shareholder of Jinko Solar Co., Ltd. (hereinafter referred to as “Issuer” or “Company”), we hereby give the following undertaking with respect to the restrictions on the transfer of Issuer’s shares held by us in the course of the Issuer’s proposed application for initial public offering of shares and listing on the STAR Market:
1. For a period of 36 months from the date of listing of the Issuer’s shares, we will not transfer or have others manage the Issuer’s shares held by us directly or indirectly before this public offering (hereinafter referred to as “Pre-IPO Shares”), nor will we propose the Issuer to repurchase the same.
2. If the closing price of the Issuer’s shares is lower than the IPO price for 20 consecutive trading days within 6 months after the Issuer’s shares are publically offered, or if the closing price of the Issuer’s shares is lower than the issue price at the end of 6 months after the Issuer’s shares are publically offered (or the first trading day immediately after that date if it is not a trading day), the lock-up period for the Pre-IPO Shares held by us shall be automatically extended for at least 6 months. The aforementioned issue price refers to the issue price of the Issuer’s IPO shares. If the Issuer conducts ex-right or ex-divides due to the distribution of cash dividends, bonus shares, capital increase, or additional issuance of new shares, the above-mentioned price shall be adjusted accordingly.
3. If the Issuer has any material breach of law as stipulated in Chapter 12, Section 2 of the Rules Governing the Listing of Shares on the STAR Market of Shanghai Stock Exchange, which triggers the delisting criteria, we will not reduce our shareholding in the Issuer until the termination of listing and delisting of the Issuer’s shares from the date of prior notification of the relevant administrative penalty decision or judicial decision.
Undertaking on Restricted Circulation of Shares, Intention to Hold Shares and Intention to Reduce Holdings
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4. If, after the expiration of the lock-up period and provided that the share lock-up undertaking is satisfied, we intend to reduce our holdings of Pre-IPO Shares, we will prudently develop a share reduction plan taking into account the needs of the Company to stabilize share prices, carry out operations and capital operations in strict accordance with the laws, administrative regulations, departmental rules, normative documents and securities regulatory authorities on shareholder reduction and information disclosure, will reduce our holding of shares to the extent as stipulated by laws, administrative regulations, departmental rules, normative documents and relevant provisions of securities regulatory authorities etc., and will clarify and disclose in advance the control arrangements of the Company to ensure the continuous and stable operation of the listed company; if we intends to reduce our holdings of Pre-IPO Shares, the method of reduction shall comply with the rules applicable at that time by the securities regulator, including but not limited to the centralized bidding trading, the block trading and the negotiating transfer etc.; if we intends to reduce our holdings of the Company’s shares within 2 years after the expiration of the lock-up period, the reduction price shall not be less than the issue price of the Company’s shares and shall be announced through the Company within 3 trading days prior to the reduction or within the period prescribed by relevant laws and regulations, and the obligation of information disclosure shall be performed in a timely and accurate manner in accordance with the rules applicable at that time by the securities regulators; in the event of any dividend payout, bonus, capitalization of capital surplus, additional issuance of new shares or other ex-right or ex-dividend events of the Issuer after this public offering, the above prices shall be adjusted accordingly.
5. We will strictly comply with the laws, administrative regulations, departmental rules, normative documents and relevant provisions of securities regulatory authorities regarding the shareholding and share changes of the controlling shareholders of the Issuer. If the laws, administrative regulations, departmental rules, normative documents and requirements of the securities regulatory authorities regarding the lock-up and reduction of shares change during the period of our shareholding, we are willing to automatically apply the changed laws, administrative regulations, departmental rules, normative documents and requirements of the securities regulatory authorities.
Undertaking on Restricted Circulation of Shares, Intention to Hold Shares and Intention to Reduce Holdings
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6. If the breach of the above undertaking causes losses to the Issuer or investors, we will compensate them in accordance with the law. If we reduce its shareholding in the Issuer in violation of the above undertaking, the actual proceeds, if any, from the sale of such portion of the Issuer’s shares shall accrue to the Issuer, and all losses and legal consequences resulting therefrom shall be borne by us.
7. We shall not directly or indirectly receive the dividends or the bonus shares distributed by the Company until we have completely eliminated all adverse effects caused by our failure to fulfill the above undertaking, and the Company shall have the right to deduct the cash dividends distributed to us for the purpose of bearing the aforesaid liability.
Undertaking on Restricted Circulation of Shares, Intention to Hold Shares and Intention to Reduce Holdings
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For and on behalf of
JinkoSolar Investment Limited (Seal)
By: /s/ Li Xiande
Date: June 18, 2021
Signature Page of Undertaking on Restricted Circulation of Shares, Intention to Hold Shares and Intention to Reduce Holdings
Exhibit 10.4
Undertaking to Avoid Horizontal Competition
In view of the fact that Jinko Solar Co., Ltd. (hereinafter referred to as “Issuer”) intends to apply for an initial public offering of shares and listing on the STAR Market in the PRC, the Company, as the Controlling Shareholder of the Issuer, undertakes to avoid horizontal competition as follows:
I. The Company and its wholly-owned or controlled subsidiaries (other than the Issuer and its subsidiaries) do not currently have, and will not in the future control, directly or indirectly, in any way, within or outside the PRC, any business or activity that results or may result in direct or indirect competition with the main business of the Issuer or its subsidiaries, nor does the Company or each wholly-owned or controlled subsidiary (other than the Issuer and its subsidiaries) engage in any business that is identical or similar to, or substitutable for, the business of the Issuer or its subsidiaries;
II. If the Issuer considers that the Company or each wholly-owned or controlled subsidiary (other than the Issuer and its subsidiaries) is engaged in a business that competes with the business of the Issuer or its subsidiaries, the Company will be willing to transfer such assets or equity to the Issuer or its subsidiaries at a fair and reasonable price, or to terminate such business;
III. If any business opportunity may exist in the future which competes directly or indirectly with the main business of the Issuer or its subsidiaries, the Company shall immediately notify the Issuer and endeavor to cause such business opportunity to be first offered to the Issuer or its subsidiaries on terms and conditions reasonably acceptable to the Issuer, with the Issuer or its subsidiaries having the right of first refusal in respect of such business;
IV. The Company undertakes to compensate the Issuer and other shareholders for all losses, damages and expenses suffered as a result of any breach of any terms of such letter of undertaking;
Undertaking to Avoid Horizontal Competition
V. The guarantees and undertakings made by the Company in this letter of undertaking are made on behalf of the Company and other enterprises directly or indirectly controlled it;
VI. This letter of undertaking shall take effect from the date of signature and seal of the Company until the Company ceases to be the controlling shareholder of the Issuer.
Undertaking to Avoid Horizontal Competition
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Undertaken by: JinkoSolar Investment Limited (Seal)
By: /s/ Li Xiande
Date: June 21, 2021
Signature Page of Undertaking to Avoid Horizontal Competition
Exhibit 10.5
Statement and Undertaking on Regulation and Reduction of Related Transactions
The Company is the controlling shareholder of Jinko Solar Co., Ltd. (hereinafter referred to as “Issuer”). Now the Issuer intends to apply for initial public offering of shares and listing on the STAR Market in the PRC. In order to promote the sustainable and healthy development of the Issuer and to avoid the interests of the Issuer being harmed by the production and operation activities of the Company and other enterprises controlled by the Company, the Company makes the following statement and undertaking in respect of matters relating to related transactions in accordance with the relevant laws and regulations:
I. The Company has made complete and detailed disclosure of related parties and related transactions in accordance with the requirements of securities regulatory laws, administrative regulations, departmental regulations and normative documents. Except for the related transactions that have been disclosed in writing to the relevant intermediaries, there are no other related transactions between the Company or other enterprises controlled by it and the Issuer or its subsidiaries that should be disclosed but have not been disclosed in accordance with the laws and regulations and the relevant provisions of the China Securities Regulatory Commission.
II. During the period when the Company is a shareholder of the Issuer, it will try to minimize the occurrence of new related transaction matters with the Issuer and its holding subsidiaries. For related transactions that are unavoidable or occur for reasonable causes, the Company and other enterprises controlled by it will follow the principles of fairness and reasonableness, fair price and equitable compensation, enter into agreements with the Issuer or its holding subsidiaries in accordance with the law and perform legal procedures, determine the transaction prices in accordance with reasonable prices recognized by the market, perform its information disclosure obligations and handle relevant reporting and approval matters in accordance with the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China, the Rules Governing the Listing of Shares on the STAR Market of Shanghai Stock Exchange and other relevant laws, regulations and normative documents as well as the Articles of Association of the Issuer. The Company guarantees that it will not harm the legitimate rights and interests of the Issuer and its unrelated shareholders through related transactions.
Statement and Undertaking on Regulation and Reduction of Related Transactions
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III. The Company undertakes not to use related transactions to transfer or convey profits, nor to harm the legitimate rights and interests of the Issuer and its other shareholders through the decision-making right to the Issuer’s business.
IV. The Company undertakes not to abuse the rights of shareholders through direct or indirect ownership of the Issuer’s shares to the detriment of the legitimate interests of the Issuer and its other shareholders.
V. If the Issuer suffers any economic losses directly or indirectly arisen from the Company’s breach of the above undertaking, the Company is willing to compensate the Issuer all such losses.
The above undertaking shall remain in force during the period in which the Company is the controlling shareholder of the Issuer.
Statement and Undertaking on Regulation and Reduction of Related Transactions
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For and on behalf of
JinkoSolar Investment Limited (Seal)
By: /s/ Li Xiande
Date: June 21, 2021
Signature Page of Statement and Undertaking on Regulation and Reduction of Related Transactions
Exhibit 10.6
Undertaking on the Non-appropriation of the Issuer’s Funds and External Guarantee
In view of the fact that Jinko Solar Co., Ltd. (hereinafter referred to as “Issuer”) intends to apply for an initial public offering of shares and listing on the STAR Market, the Company, as the Controlling Shareholder of the Issuer, hereby undertakes, in accordance with the relevant regulations on the IPO and the relevant requirements of the China Securities Regulatory Commission, as follows:
As of the date when this undertaking is given, the Company and the enterprises controlled it (other than the Issuer and its holding subsidiaries) have not appropriated funds, assets or resources of the Issuer or its subsidiaries by way of borrowings, loan at call, entrusted loans, entrusted investments, issuance of commercial acceptances without genuine transaction background, payment of debts on behalf of the Issuer, advances on behalf of the Issuer or its holding subsidiaries or in any other manner, nor have they provided guarantees for the Company and the enterprises controlled it through the Issuer and its holding subsidiaries.
The Company hereby confirms that the above undertaking of the Company is true and the Company is willing to bear the legal liabilities arising from the breach of the above undertaking.
Undertaking on the Non-appropriation of the Issuer’s Funds and External Guarantee
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| Undertaken by: JinkoSolar Investment Limited (Seal) | |
| By: /s/ Li Xiande | |
| Date: June 21, 2021 |
Signature Page of Undertaking on the Non-appropriation of the Issuer’s Funds and External Guarantee
Exhibit 10.7
Undertaking on Restraints for Non-fulfillment
In view of the fact that Jinko Solar Co., Ltd. (hereinafter referred to as “Issuer”) intends to apply for an initial public offering of shares and listing on the STAR Market (hereinafter referred to as “this IPO”), the Company, as the controlling shareholder of the Issuer, hereby undertakes the following restraints in the event that it fails to fulfill its undertaking:
I. The Company shall actively take lawful measures to fulfill all undertakings given in connection with this IPO, voluntarily accept the supervision of the regulators, the public and the investors, and assume corresponding responsibilities by law.
II. If the Company fails to fulfill its undertakings, is indeed unable to fulfill them or is unable to fulfill them as scheduled (other than those caused by the changes in applicable laws, regulations & policies, natural disasters, other force majeure events and other reasons beyond the Company’s control), the Company will take the following measures:
1. The Company will publicly explain the specific reasons for non-fulfillment and apologize to the shareholders and public investors at the general meeting of shareholders of the Issuer and on the disclosure media designated by the China Securities Regulatory Commission;
2. The Company will voluntarily accept the supervision of the society and regulatory authorities, correct and continue to fulfill the relevant public undertakings in a timely manner, and assume the corresponding responsibilities in accordance with the provisions of applicable laws and regulations as well as the requirements of regulatory authorities.
3. If the investors suffer losses in securities trading as a result of the Company’s failure to fulfill the relevant undertakings, the Company will compensate the investors for such losses by law; the investors’ losses will be determined in accordance with the manner and amount determined by the securities regulators and judicial authorities or through the negotiations between the Issuer and the investors;
4. The lock-up period of the shares of the Issuer held directly or indirectly by the Company shall be automatically extended until the date on which the Company has completely eliminated all adverse effects caused by the Company’s failure to fulfill the relevant undertakings, except in cases where the transfer is required by compulsory execution, reorganization of the listed company or in order to fulfill undertakings to protect the interests of investors;
Undertaking on Restraints for Non-fulfillment
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5. The Company will not directly or indirectly receive the dividends allocated or bonus shares distributed by the Issuer until the Company has completely eliminated all adverse effects caused by the Company’s failure to fulfill the relevant undertakings, and the Issuer shall be entitled to deduct the cash dividends allocated to the Company for the purpose of bearing the aforesaid compensation liability;
6. If the Company obtains proceeds as a result of the failure to fully and effectively perform the matters of public undertakings, such proceeds shall belong to the Issuer and the Company shall pay them to the designated account of the Issuer within five working days from the date of obtaining such proceeds.
III. If the Company fails to fully or effectively perform its obligations or responsibilities under the foregoing undertakings due to objective reasons beyond its control such as relevant laws and regulations, policy changes, natural disasters and other force majeure, it shall take the following measures:
1. Timely and fully disclose the specific reasons for failure to fulfill the undertakings, inability to fulfill them or inability to fulfill them as scheduled through the Issuer;
2. Propose supplementary undertakings or alternative undertakings to investors in order to protect the rights and interests of investors as far as possible.
Undertaking on Restraints for Non-fulfillment
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For and on behalf of
JinkoSolar Investment Limited (Seal):
By: /s/ Li Xiande
Date: June 21, 2021
Signature Page of Undertaking on Restraints for Non-fulfillment
Exhibit 10.8
Dividend Return Program of Jinko Solar Co., Ltd. for Three Years after IPO
In view of the fact that Jinko Solar Co., Ltd. (hereinafter referred to as “Company”) intends to apply for an initial public offering of shares and listing on the STAR Market, this Dividend Return Program is developed by the Board of Directors of the Company in order to protect the interests of shareholders, clarify the return of reasonable rights and interests of new and existing shareholders after the IPO, further refine the provisions on profit distribution policy in the Articles of Association of Jinko Solar Co., Ltd. (hereinafter referred to as “Articles of Association”), increase the transparency, predictability and operability of profit distribution decisions, and facilitate shareholders' supervision of the Company’s operation and distribution:
I. Considerations for the Development of Dividend Return Program
The Dividend Return Program shall focus on the sustainable development of the Company and take into account the actual operation of the Company, future development goals, shareholders’ willingness & requirements, social funding costs, external financing environment, current and future profit scale, cash flow status, development stage, project investment fund requirements, financing for this IPO, bank credit and debt financing environment etc. The Company shall establish a continuous, stable and scientific return mechanism for investors and maintain the continuity and stability of the profit distribution policy.
II. Development Principles of Dividend Return Program
The Dividend Return Program of the Company shall be developed according to the sustainable and stable profit distribution policy in combination with the actual situation of the Company, and with full consideration to the opinions of the shareholders (especially the minority shareholders), independent directors and supervisors through various channels.
III. Specific Policies on Profit Distribution
1. Form of Profit Distribution
The forms of dividend distribution mainly include cash, stock and a combination of cash and stock. Under the premise that the requirements for cash dividend are met, the Company shall give priority to cash dividend for profit distribution; alternatively, the Company may adopt stock or a combination of cash and stock to distribute dividends according to the Company’s cash flow status, business growth, net asset per share and other reasonable factors.
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2. Interval for Profit Distribution
The Company generally makes dividends on an annual basis, and the Board of Directors may also propose interim cash dividends in accordance with the Company’s fund requirements.
3. Requirements and Proportion of Cash Dividends
If the Company realizes profit in the current year, the accumulated profit distributed in cash in the last three years shall not be less than 30% of the average annual distributable profit realized in the last three years, provided that there is no significant investment plan or significant cash expenditure after the legal accumulation fund and surplus accumulation fund are withdrawn by law.
Significant investment plan or significant cash expenditure refers to one of the following circumstances:
(1) The cumulative expenditure of the Company’s proposed outward investment, acquisition of assets or purchase of equipment in the next 12 months reaches or exceeds 30% of the Company’s latest audited net assets and exceeds RMB 50 million.
(2) The cumulative expenditure of the Company’s proposed outward investment, acquisition of assets or purchase of equipment in the next 12 months reaches or exceeds 10% of the Company’s latest audited total assets.
The Board of Directors of the Company shall distinguish the following circumstances in accordance with the characteristics of the industry to which the Company belongs, its stage of development, its own business model, profitability level and whether there are significant fund expenditure arrangements, and propose a differentiated cash dividend policy as per the procedures stipulated in the Articles of Association:
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(1) If the Company is in a matured stage of development but has no significant fund expenditure arrangements, the minimum proportion of cash dividends in the profit distribution shall be 80%.
(2) If the Company is in a matured stage of development and has significant fund expenditure arrangements, the minimum proportion of cash dividends in the profit distribution shall be 40%.
(3) If the Company is in a growth stage and has significant fund expenditure arrangements, the minimum proportion of cash dividends in the profit distribution shall be 20%.
If it is not easy to distinguish the development stages of the Company but there are significant fund expenditure arrangements, it can be handled with reference to the preceding provision.
4. Stock Dividends
Under the premise of ensuring the full amount of cash dividend distribution, the Company may increase the distribution of stock dividends and capital accumulation fund converted into increased capital, taking into account the willingness and requirements of shareholders. The specific plan shall be submitted to the general meeting of shareholders for approval after consideration by the Board of Directors. The Company shall satisfy the following requirements for the issuance of stock dividends:
(1) The Company is in good operating condition;
(2) The Company’s stock price does not match the Company’s equity scale and the issuance of stock dividends is beneficial to the overall interests of all shareholders of the Company;
(3) The ratio of cash dividends to stock dividends issued is in accordance with the provisions of the Articles of Association.
(4) Other requirements stipulated by laws, administrative regulations, departmental rules and normative documents.
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5. Use of Undistributed Profits
The Company will use the undistributed profits prudently and reasonably. The undistributed profits will be mainly used for major investments and cash outlay such as outward investments, acquisition of assets and purchase of equipment, so as to gradually expand the scale of the Company’s production and operation, promote the rapid development of the Company’s business and continuous growth of its operating results, achieve the Company’s future development goals in a planned and systematic manner, and provide more returns to the Company’s shareholders.
IV. Decision-making Procedure and Mechanism of Profit Distribution Program
Before the publication of the annual report or semi-annual report, the Board of Directors shall carefully study and demonstrate the timing, requirements and minimum proportion of the Company’s cash dividends, the adjustment of the profit distribution program, develop the annual or semi-annual profit distribution proposal and have it approved by a majority vote of the Board of Directors in accordance with the Company’s profit distribution program as well as the Company’s current production and operation status, cash flow status, future business development plan and demand for fund use, the status of making up for losses in previous years, and other factors, with a view to providing reasonable returns to shareholders. The independent directors shall express independent opinions on the profit distribution proposal.
After the profit distribution program is considered in the above procedures, it shall be submitted by the Board of Directors to the general meeting of shareholders for approval. The profit distribution program shall be approved by a majority of the votes held by the shareholders (including the shareholders’' proxies) attending the general meeting of shareholders. Before the specific cash dividend program is considered at the general meeting of shareholders, the Company shall take the initiative to communicate and exchange views with the shareholders, especially the minority shareholders, fully listen to the opinions and demands of the minority shareholders through various channels, and promptly respond to the concerns of the minority shareholders.
V. Adjustment of Profit Distribution Policy
If the Company needs to adjust the profit distribution policy according to the production and operation situation, investment planning and long-term development, the adjusted profit distribution policy shall be in conflict with the regulations of the securities regulators. The proposal to adjust the profit distribution policy requires prior consultation with the independent directors and the Supervisory Committee and submission to the general meeting of shareholders for approval after consideration by the Board of Directors of the Company. The proposal shall be approved by at least two-thirds of the votes held by the shareholders (including the shareholders’ proxies) attending the general meeting of shareholders, which will provide online voting access for public shareholders.
Jinko Solar Co., Ltd.
Date: June 21, 2021
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Exhibit 10.9
Undertaking to Take Measures to Cover Dilution of Current Returns
In view of the fact that Jinko Solar Co., Ltd. (hereinafter referred to as “Issuer”) intends to apply for an initial public offering of shares and listing on the STAR Market, JinkoSolar Investment Limited (hereinafter referred to as “Company”), as the controlling shareholder of the Issuer, will safeguard the legitimate rights and interests of the Issuer and all shareholders, and in accordance with the relevant regulations of the China Securities Regulatory Commission, promote the implementation of the Issuer’s return-filling measures, and make the following undertaking:
While the Company is the controlling shareholder of the Issuer, the Company shall not, in excess of its shareholder capacity, interfere in the Issuer’s business and management activities, and shall not encroach on the Issuer’s interests.
For and on behalf of
JinkoSolar Investment Limited (Seal):
By: /s/ Li Xiande
Date: June 21, 2021
Exhibit 99.1
JinkoSolar’s Principal Operating Subsidiary Jinko Solar Co., Ltd. Submits Application Documents for Initial Public Offering on China’s STAR Market
SHANGRAO, China, June 28, 2021—JinkoSolar Holding Co., Ltd. (“JinkoSolar” or the “Company”) (NYSE: JKS), one of the largest and most innovative solar module manufacturers in the world, today announced that the application documents regarding a potential initial public offering and listing of the shares of Jinko Solar Co., Ltd. (“Jiangxi Jinko”), a principal operating subsidiary of JinkoSolar, had been submitted to and received by the Shanghai Stock Exchange.
In September 2020, JinkoSolar announced its intention to list the shares of Jiangxi Jinko on the Shanghai Stock Exchange’s Sci-Tech innovation board (the “STAR Market”), a stock exchange intended to support innovative companies in China.
According to Jiangxi Jinko’s relevant initial public offering documents, it plans to issue no more than 2,666,666,666 shares, assuming that the over-allotment option is not exercised (“Offering Shares”). The Offering Shares will represent 10% to 25% of the total share capital of Jiangxi Jinko upon completion of this offering. Currently, JinkoSolar owns approximately 73.28% of Jiangxi Jinko’s shares. Following this initial public offering, JinkoSolar would hold approximately 54.96% of Jiangxi Jinko’s shares (calculated assuming 2,666,666,666 shares will be issued in this offering).
The proceeds of the offering, which are subject to the actual size and pricing of the offering, will be used for capital expenditures for the following two projects and additional working capital for Jiangxi Jinko.
| · | Construction of the Company’s production lines in Haining for 7.5 GW high efficiency solar cells and 5 GW high efficiency solar modules. The total capital expenditure for this project is expected to be approximately RMB5.6 billion and Jiangxi Jinko plans to allocate approximately RMB4.0 billion for this project from the proceeds of the offering. | |
| · | Construction of the Company’s research and development center in Haining. The total capital expenditure for this project is expected to be approximately RMB749.8 million and Jiangxi Jinko plans to allocate approximately RMB500.0 million for this project from the proceeds of the offering. | |
| · | Additional working capital of approximately RMB1.5 billion. |
The completion of the proposed initial public offering of Jiangxi Jinko is subject to the review process by the Shanghai Stock Exchange and the registration process by the China Securities Regulatory Commission. JinkoSolar cannot predict its ability to successfully complete the listing of Jiangxi Jinko’s shares, the related timeline or the actual size and pricing of the offering.
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, and other countries and regions. JinkoSolar has built a vertically integrated solar product value chain, with an integrated annual capacity of 22 GW for mono wafers, 11.5 GW for solar cells, and 31 GW for solar modules, as of March 31, 2021.
JinkoSolar has 9 productions facilities globally, 22 overseas subsidiaries in Japan, South Korea, Vietnam, India, Turkey, Germany, Italy, Switzerland, United States, Mexico, Brazil, Chile, Australia, Portugal, Canada, Malaysia, UAE, Hong Kong, Denmark, and global sales teams in China, United Kingdom, France, Spain, Bulgaria, Greece, Ukraine, Jordan, Saudi Arabia, Tunisia, Morocco, South Africa, Costa Rica, Colombia, Panama, Kazakhstan, Malaysia, Myanmar, Sri Lanka, Thailand, Vietnam, Poland and Argentina, as of March 31, 2021.
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
Rene Vanguestaine
Christensen
Tel: +86 178 1749 0483
Email: rvanguestaine@ChristensenIR.com
In the U.S.:
Ms. Linda Bergkamp
Christensen
Tel: +1-480-614-3004
Email: lbergkamp@ChristensenIR.com
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