Form 6-K JinkoSolar Holding Co., For: Oct 12

October 12, 2017 10:09 AM

 

 

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 OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the Month of October 2017

 

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 xForm 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

 

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/ Haiyun (Charlie) Cao
  Name:   Haiyun (Charlie) Cao
  Title: Chief Financial Officer

 

 

Date: October 12, 2017

 

 

 

 

Exhibit 99.1

 

JinkoSolar Schedules 2017 Annual General Meeting to be Held on November 15, 2017

 

SHANGHAI, October 12, 2017 - JinkoSolar Holding Co., Ltd. (“JinkoSolar” or the “Company”) (NYSE: JKS), a global leader in the solar PV industry, today announced that it will hold its 2017 annual general meeting on Wednesday, November 15, 2017 at 10:00 a.m. (Beijing time) at 9F, Jinko Building, 99 Shouyang Road, Jingan District, Shanghai, China, for the following purposes:

 

·To re-elect Mr. Longgen Zhang as a director of the Company;
·To re-elect Mr. Yingqiu Liu as a director of the Company;
·To ratify the appointment of PricewaterhouseCoopers Zhong Tian LLP as auditors of the Company for the fiscal year of 2017;
·To authorize the directors of the Company to determine the remuneration of the 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, 2016, 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 October 13, 2017 (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 2016 Annual Report, containing the complete audited financial statements and the report of auditors for the year ended December 31, 2016, 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 2016 Annual Report and the report of the board of directors free of charge.

 

 

 

 

About JinkoSolar Holding Co., Ltd.

 

JinkoSolar (NYSE: JKS) is a global leader in the solar industry. 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 6.0 GW for silicon ingots and wafers, 4.5 GW for solar cells, and 7.5 GW for solar modules, as of June 30, 2017.

 

JinkoSolar has over 15,000 employees across its 8 production facilities in China (5), Malaysia, Portugal, and South Africa; 16 overseas subsidiaries in Japan (2), Singapore, India, Turkey, Germany, Italy, Switzerland, United States, Canada, Mexico, Brazil, Chile, Australia, South Africa and United Arab Emirates; and 18 global sales offices in China (2), United Kingdom, Bulgaria, Greece, Romania, United Arab Emirates, Jordan, Saudi Arabia, Kuwait, Egypt, Morocco, Ghana, Kenya, Costa Rica, Colombia, Brazil, and Mexico.

 

To find out more, please see: www.jinkosolar.com.

 

Safe Harbor/Forward-Looking Statements

 

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:

Mr. Sebastian Liu

JinkoSolar Holding Co., Ltd.

Tel: +86 21-5183-3056

Email: ir@jinkosolar.com

 

 

 

 

Exhibit 99.2

 

 

 

JINKOSOLAR HOLDING CO., LTD.

(incorporated in the Cayman Islands with limited liability)

 

NOTICE OF ANNUAL GENERAL MEETING

TO BE HELD ON NOVEMBER 15, 2017

 

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 November 15, 2017 at 10:00 a.m. (Beijing time) for the following purposes:

 

1.To re-elect Mr. Longgen Zhang (whose resume is attached hereto as Exhibit A) as a director of the Company;
2.To re-elect Mr. Yingqiu Liu (whose resume is attached hereto as Exhibit A) as a director of the Company;
3.To ratify the appointment of PricewaterhouseCoopers Zhong Tian LLP as auditors of the Company for the fiscal year of 2017;
4.To authorize the directors of the Company to determine the remuneration of the auditors;
5.To authorize each of the directors of the Company to take any and all action that might be necessary to effect the foregoing resolutions 1 to 4 as such director, in his or her absolute discretion, thinks fit;
6.To receive and consider the audited financial statements and the report of the auditors for the year ended December 31, 2016, and the report of the board of directors; and
7.To act upon such other matters as may properly come before our annual general meeting or any adjournment or postponement thereof.

 

The board of directors of the Company has fixed the close of business on October 13, 2017 (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 2016 Annual Report, containing the complete audited financial statements and report of the auditors for the year ended December 31, 2016, 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 2016 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: Mr. Gener Miao, or by email to mg@jinkosolar.com or by fax to Mr. Gener Miao at 0086-21-51808600 as soon as possible and in any event no later than 10:00 a.m. November 10, 2017 (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 will only vote or attempt to vote as you instruct. 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: October 12, 2017

 

 

 

 

 

Exhibit A

Resume of candidates for directors:

 

Mr. Longgen Zhang has been our director since May 2014 and our financial advisor since September 2014. He was our chief financial officer from September 2008 to September 2014. Prior to joining us, Mr. Zhang served as a director and the chief financial officer of Xinyuan Real Estate Co., Ltd., a company listed on the NYSE, from August 2006 to October 2008. Mr. Zhang served as the chief financial officer at Crystal Window and Door Systems, Ltd. in New York from 2002 to 2006. He has a master’s degree in professional accounting and a master’s degree in business administration from West Texas A&M University and a bachelor’s degree in economic management from Nanjing University in China. Mr. Zhang is a U.S. certified public accountant.

 

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.

 

 

 

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 NOVEMBER 15, 2017 (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 November 15, 2017 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. Longgen Zhang be re-elected as a director of the Company.      

2.          

 

That Mr. Yingqiu Liu be re-elected as a director of the Company.      

3.          

 

That the appointment of PricewaterhouseCoopers Zhong Tian LLP as auditors of the Company for the fiscal year of 2017 be ratified.      

4.          

 

That the directors of the Company be authorized to determine the remuneration of the auditors.      

5.          

 

 

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 4 as such director, in his or her absolute discretion, thinks fit.      

 

 

 

 

 

Dated______________, 2017

 

 

Signature:__________________________________

(Given under the hand of the appointor or of his attorney duly authorised 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 October 13, 2017 (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 am November 10, 2017 (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: Mr. Gener Miao, or send copies of the foregoing by email to mg@jinkosolar.com or by fax to Mr. Gener Miao at 0086-21-51808600, as soon as possible and in any event not later than 10:00am November 10, 2017 (Beijing time).

 

 

 

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