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United States securities and exchange commission logo
September 20, 2022
Mengmeng (Pan) Li
Chief Financial Officer
JinkoSolar Holding Co., Ltd.
1 Jingke Road
Shangrao Economic Development Zone
Jiangxi Province , 334100
People s Republic of China
Re: JinkoSolar Holding
Co., Ltd.
Form 20-F for the
Year Ended December 31, 2021
Filed April 28,
2022
File No. 001-34615
Dear Mr. Li:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Year Ended December 31, 2021
Item 3. Key Information, page 5
1. Please revise future
filings to disclose that trading in your securities may be prohibited
under the Holding
Foreign Companies Accountable Act if the PCAOB determines that it
cannot inspect or
investigate completely your auditor, and that as a result an exchange
may determine to delist
your securities. Please also revise future filing to disclose whether
your auditor is subject
to the determinations announced by the PCAOB on December 16,
2021.
2. At the onset of Item 3,
please revise future filings to provide a clearer description of how
cash is transferred
through your organization. Quantify any cash flows and transfers of
other assets by type
that have occurred between the holding company and its subsidiaries,
Mengmeng (Pan) Li
JinkoSolar Holding Co., Ltd.
September 20, 2022
Page 2
and direction of transfer. Quantify any dividends or distributions
that a subsidiary has
made to the holding company and which entity made such transfer, and
their tax
consequences. Similarly quantify dividends or distributions made to
U.S. investors, the
source, and their tax consequences. Your future disclosures should
make clear if no
transfers, dividends, or distributions have been made to date.
Part I , page 5
3. At the onset of Part I, please revise future filings to prominently
disclose the following:
whether your auditor is subject to the determinations announced by
the PCAOB on
December 16, 2021;
whether and how the Holding Foreign Companies Accountable Act, the
Accelerating
Holding Foreign Companies Accountable Act, and related regulations
will affect your
company, including the time frame change in PCAOB inspections to
two consecutive
years instead of three years;
whether you have been or expect to be identified by the Commission
under the
HFCAA; and
provide a cross-reference to more detailed disclosures in your
risk factors, including
the heading of the risk factor.
4. At the onset of Part I, please revise future filings to prominently
disclose that you are not a
Chinese operating company but a Cayman Islands holding company with
operations
conducted by your subsidiaries based in China. Provide a
cross-reference to your detailed
discussion of risks facing the company as a result of this structure.
5. At the onset of Part I, please revise future filings to provide
prominent disclosure about
the legal and operational risks associated with being based in or
having the majority of the
company s operations in China. Your disclosure should make clear
whether these risks
could result in a material change in your operations and/or the value
of your securities or
could significantly limit or completely hinder your ability to offer
or continue to offer
securities to investors and cause the value of such securities to
significantly decline or be
worthless. Your disclosure should address how recent statements and
regulatory actions
by China s government, such as those related to data security or
anti-monopoly concerns,
have or may impact the company s ability to conduct its business,
accept foreign
investments, or list on a U.S. or other foreign exchange.
6. At the onset of Part I, please revise future filings to clearly disclose
how you will refer to
the holding company and subsidiaries when providing the disclosure
throughout the
document so that it is clear to investors which entity the disclosure is
referencing and
which subsidiaries or entities are conducting the business operations.
Refrain from using
terms such as we or our when describing activities. For
example, disclose, if true, that
FirstName LastNameMengmeng (Pan) Li
your subsidiaries conduct operations in China and that the holding
company does not
Comapany NameJinkoSolar
conduct Holdingclearly
operations. Disclose Co., Ltd.
the entity (including the
domicile) in which investors
own20,
September an interest.
2022 Page 2
FirstName LastName
Mengmeng (Pan) Li
FirstName
JinkoSolar LastNameMengmeng (Pan) Li
Holding Co., Ltd.
Comapany 20,
September NameJinkoSolar
2022 Holding Co., Ltd.
September
Page 3 20, 2022 Page 3
FirstName LastName
Item 3.D. Risk Factors
It may be difficult to effect service of process on, or to enforce any
judgments obtained outside
the PRC...., page 55
7. As it appears your officers and directors are located in China, please
revise future
filings to also include a separate Enforceability section, to disclose
the difficulty of
bringing actions and enforcing judgements against these individuals.
Mengmeng (Pan) Li
FirstName
JinkoSolar LastNameMengmeng (Pan) Li
Holding Co., Ltd.
Comapany 20,
September NameJinkoSolar
2022 Holding Co., Ltd.
September
Page 4 20, 2022 Page 4
FirstName LastName
Operating and Financial Review and Prospects
Liquidity and Capital Resources
Operating Activities, page 110
8. In your discussions of operating cash flows, please revise future
filings to discuss the
changes in working capital components that impacted cash flows from
operations for all
periods presented. Please also revise future filings to expand your
disclosures to discuss
the underlying reasons for changes in material components, including
advance from third
party customers, accounts payable, inventories, accounts receivable
from third party, and
advances to suppliers.
Financial Statements
34. Additional Information - Condensed Financial Statements of the Parent
Company, page F-68
9. If applicable, please revise the parent company condensed financial
statements in future
filings to separately disclose the amounts of cash dividends paid to
the parent for each of
the last three fiscal years by consolidated subsidiaries,
unconsolidated subsidiaries, and
50% or less owned persons accounted for by the equity method. See Rule
12-04 of
Regulation S-X.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Ernest Greene, Staff Accountant at 202-551-3733 or Anne
Mcconnell,
Staff Accountant at 202-551-3709 with any questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing