Jinko Holdings Ltd 6-K/A, filed Dec 10, 2020
Jinko Holdings Ltd (JKS)
About this 6-K/A
Jinko Holdings Ltd filed this 6-K/A on December 10, 2020.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K/A
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of December, 2020
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
EXPLANATORY NOTE
JinkoSolar Holding Co., Ltd. is furnishing this Form 6-K/A (the “Amended Report”) to amend the Form 6-K dated November 27, 2020 (the “Original Report”) by (i) replacing the Notice of Annual General Meeting furnished as Exhibit 99.3 to the Original Report in its entirety with the updated Notice of Annual General Meeting furnished as Exhibit 99.3 hereto, (ii) replacing the Form of Proxy for the Annual General Meeting furnished as Exhibit 99.4 to the Original Report in its entirety with the updated Form of Proxy for the Annual General Meeting furnished as Exhibit 99.4 hereto, and (iii) adding the press release furnished as Exhibit 99.5 hereto. No other change to the Original Report is made by this Amended Report.
EXHIBIT INDEX
| Number | Description of Document | |
| 99.1* | Press Release | |
| 99.2* | Press Release | |
| 99.3 | Notice of Annual General Meeting | |
| 99.4 | Form of Proxy for the Annual General Meeting | |
| 99.5 | Press Release |
* previously furnished
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/ Haiyun (Charlie) Cao | |
| Name: | Haiyun (Charlie) Cao | |
| Title: | Director and Chief Financial Officer | |
Date: December 10, 2020
Exhibit 99.3
JINKOSOLAR HOLDING CO., LTD.
(incorporated in the Cayman Islands with limited liability)
NOTICE OF ANNUAL GENERAL MEETING
TO BE HELD ON DECEMBER 29, 2020
NOTICE IS HEREBY GIVEN that an annual general meeting of JinkoSolar Holding Co., Ltd. (the “Company”) will be held at 9F, Jinko Building, 99 Shouyang Road, Jingan District, Shanghai, China on December 29, 2020 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. Yingqiu Liu (whose resume is attached hereto as Exhibit A) be re-elected as a director of the Company; |
| 2. | As an ordinary resolution that Mr. Wing Keong Siew (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. Haiyun (Charlie) Cao (whose resume is attached hereto as Exhibit A) as a director be ratified and that he be re-elected as a 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 2020 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. |
For the avoidance of doubt, this Notice supersedes the Notice of Annual General Meeting given by the board of directors of the Company on November 26, 2020.
The board of directors of the Company has fixed the close of business on November 30, 2020 (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 2019 Annual Report, containing the complete audited financial statements and report of the auditors for the year ended December 31, 2019, 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 2019 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 9F, Jinko Building, 99 Shouyang Road, Jingan 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 23, 2020 (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 shares represented by your ADSs. Holders of our ADSs who wish to exercise their voting rights for the underlying shares 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 shares, to vote or to have its agents vote the 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 shares represented by the ADSs in accordance with your instructions insofar as practicable and permitted under the provisions of or governing the 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: December 10, 2020 |
Exhibit A
Resume of candidates for directors:
Mr. Yingqiu Liu has been an independent director of our company since April 2015. Mr. Liu is a member of the China Federation of Industry and Commerce Committee, a Specially Invited Vice President of the China Association of Small and Medium Enterprises, a Vice Director of China Research Society of Urban Development, a member of the Chinese Economic Social Development Council, a member of China International Culture Exchange Centre and the Director General of the Center for Private Economic Studies in the Chinese Academy of Social Sciences (“CASS”). Mr. Liu was previously the President of the University of CASS, the Vice Director General of Scientific Research Bureau of CASS, a visiting professor in University of Michigan, the Vice-Governor of Hulun Buir League in Inner-Mongolia, the Director of Macroeconomics Research Department of the Economic Institute in CASS and the Vice-Director of Socialist economic theory Research Department in Nankai University. Mr. Liu graduated from Nankai University with a doctor degree in economics in April 1991. In 1993, Mr. Liu was recognized as an expert who enjoys the life-time special allowance by the State Council.
Mr. Wing Keong Siew has been a director of our company since May 2008. Mr. Siew has been in venture capital/private equity management since 1989 when he was Senior Vice President of H&Q Singapore. In 1995, he formed a joint venture with UBS AG to raise a China Private Equity Fund. He rejoined as the president of H&Q Asia Pacific China and Hong Kong from 1998 to 2003. Mr. Siew then founded Hupomone Capital Partners in 2003. Before joining the investment service industry, he was managing three high-technology multinational companies in Asia between 1978 to 1989, being the General Manager of Fairchild Systems for Asia, the Managing Director of Mentor Graphics Asia Pacific and the Managing Director of Compaq Computer Asia Corporation. Mr. Siew received his bachelor’s degree in electrical and electronics engineering from Singapore University in 1975 and his presidential/key executive MBA from Pepperdine University in 1999.
Mr. Haiyun (Charlie) Cao has been a director of our company since December 2020 and our chief financial officer since September 2014. He was our financial controller from February 2012 to September 2014. Prior to joining us, Mr. Cao served as a senior audit manager at PricewaterhouseCoopers from 2002 to 2012. Mr. Cao holds professional accounting qualifications, including AICPA and CICPA. He has a master’s degree in management science and engineering from Shanghai University of Finance and Economics in 2002 and a bachelor’s degree in accounting from Jiangxi University in 1999.
Exhibit 99.4
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 29, 2020 (OR ANY ADJOURNMENT 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 9F, Jinko Building, 99 Shouyang Road, Jingan District, Shanghai, China on December 29, 2020 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. Yingqiu Liu be re-elected as a director of the Company. | |||
| 2. | That Mr. Wing Keong Siew be re-elected as a director of the Company. | |||
| 3. | That the appointment of Mr. Haiyun (Charlie) Cao as a director be ratified and that he be re-elected as a director of the Company. | |||
| 4. | That the appointment of PricewaterhouseCoopers Zhong Tian LLP as auditors of the Company for the fiscal year of 2020 be ratified. | |||
| 5. | That the directors of the Company be authorized to determine the remuneration of the 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______________, 2020
| 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 30, 2020 (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 23, 2020 (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 9F, Jinko Building, 99 Shouyang Road, Jingan 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 23, 2020 (Beijing time). |
Exhibit 99.5
JinkoSolar Announces Update to 2020 Annual General Meeting Agenda
SHANGRAO, China, Dec. 10, 2020 /PRNewswire/ -- 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 it updates the agenda of its 2020 annual general meeting announced on November 26, 2020, by adding the following ordinary resolution:
| · | That the appointment of Mr. Haiyun (Charlie) Cao as a director be ratified and that he be re-elected as a director of the Company. |
The updated notice of the Company’s annual general meeting is available on the Investor Relations Section of the Company’s website at www.jinkosolar.com.
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 20 GW for mono wafers, 11 GW for solar cells, and 25 GW for solar modules, as of September 30, 2020.
JinkoSolar has 9 productions facilities globally, 21 overseas subsidiaries in Japan, South Korea, Vietnam, India, Turkey, Germany, Italy, Switzerland, United States, Mexico, Brazil, Chile, Australia, Portugal, Canada, Malaysia, UAE, Kenya, Hong Kong, Denmark, and global sales teams in China, United Kingdom, France, Spain, Bulgaria, Greece, Ukraine, Jordan, Saudi Arabia, Tunisia, Morocco, Kenya, South Africa, Costa Rica, Colombia, Panama, Kazakhstan, Malaysia, Myanmar, Sri Lanka, Thailand, Vietnam, Poland and Argentina, as of September 30, 2020.
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:
Ripple Zhang
JinkoSolar Holding Co., Ltd.
Tel: +86 21-5183-3105
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