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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 2012

 

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

 

 

Number   Description of Document
     
99.1   Press Release
     
99.2   Notice of Annual General Meeting to be Held on October 22, 2012
     
99.3   Form of Proxy for the Annual General Meeting (or Any Adjournment thereof) to be Held on October 22, 2012.

 

 
 

 

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/ Longgen Zhang  
  Name: Longgen Zhang  
  Title: Chief Financial Officer  

 

Date: October 1, 2012

 

 

 

 

Exhibit 99.1

 

JinkoSolar Schedules 2012 Annual General Meeting to be Held on October 22, 2012

 

SHANGHAI, September 29, 2012 - JinkoSolar Holding Co., Ltd. (“JinkoSolar” or the ”Company”) (NYSE: JKS), a leading global solar power product manufacturer, today announced that it will hold its 2012 annual general meeting on Monday, October 22, 2012 at 10:00 a.m.(Beijing time) at Lilac 1, 3/F Parkview Hotel, No. 555 Dingxiang Road, Pudong New District, Shanghai, P.R. China, for the following purposes:

 

•          To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

 

1.        That Mr. Steven Markscheid 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 Ernst & Young Hua Ming be re-appointed as auditors of the Company for the fiscal year of 2012;

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 forgoing resolutions 1 to 4 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, 2011, and the report of the board of directors.

 

•          To act upon such other matters as may properly come before the annual general meeting or any adjournment or postponement thereof.

 

Only shareholders of record at the close of business on October 1, 2012 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 2011 Annual Report, containing the complete audited financial statements and the report of auditors for the year ended December 31, 2011, together with the report 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 2011 Annual Report and the report of the directors free of charge.

 

About JinkoSolar

JinkoSolar Holding Co., Ltd. (NYSE: JKS) is a leading solar power product manufacturer with production operations in Jiangxi and Zhejiang Provinces in China and sales and marketing offices in Shanghai, China; Munich, Germany; Bologna, Italy; Montpellier, France; Zug, Switzerland; San Francisco, U.S.; Queensland, Australia; Ontario, Canada and Singapore.

 

 
 

 

JinkoSolar has built a vertically integrated solar product value chain with an integrated annual capacity of approximately 1.2GW each for silicon wafers, solar cells and solar modules as of June 30, 2012. JinkoSolar distributes its photovoltaic products to a diversified customer base in the global PV market, including in Germany, Italy, Belgium, Spain, the United States, France, Eastern Europe, China and other countries and regions.

 

Safe Harbor Statement

This press release may contain 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," "anticipates," "future," "intends," "plans," "believes," "estimates" and similar statements. Such statements involve inherent 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 public filings with the Securities and Exchange Commission, including its annual report on 20-F for the fiscal year ended December 31, 2010 filed with the Securities and Exchange Commission on April 25, 2011, as amended on May 10, 2011. All information provided in this press release is as of September 29, 2012. Except as required by law, JinkoSolar undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

 

For investor and media inquiries, please contact:

 

In China:

 

Sebastian Liu

JinkoSolar Holding Co., Ltd.

Tel: +86 21 6106 1792

Email: ir@jinkosolar.com

 

Christian Arnell

Christensen

Tel: +86 10 5826 4939

Email: carnell@christensenIR.com

 

In the U.S.:

 

Jeff Bloker

Christensen

Tel: +1 480 614 3003

Email: jbloker@christensenIR.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 OCTOBER 22, 2012

 

NOTICE IS HEREBY GIVEN that an annual general meeting of JinkoSolar Holding Co., Ltd. (the “Company”) will be held at Lilac 1, 3/F Parkview Hotel, No.555 Dingxiang Road, Pudong New District, Shanghai, P.R. China on October 22, 2012 at10:00 a.m. (Beijing time) for the following purposes:

 

·To consider and, if thought fit, pass the following resolutions:

As ordinary resolutions:

1.That Mr. Steven Markscheid (whose resume is attached hereto as Exhibit A) be re-elected as a director of the Company;
2.That Mr.Wing Keong Siew (whose resume is attached hereto as Exhibit A) be re-elected as a director of the Company;
3.That Ernst & Young Hua Ming be re-appointed as auditors of the Company for the fiscal year of 2012;
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 forgoing resolutions 1 to 4 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, 2011, and the report of the board of directors.
·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 1, 2012 (New York time) as the record date (the “Record Date”). Only holders of our ordinary shares, whether or not represented by American depositary shares, 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 2011 Annual Report, containing the complete audited financial statements and report of the auditors for the year ended December 31, 2011, and the report of the board of directors, please visit the Investor Relations Section of the Company website at www.jinkosolar.com. We will provide all holders of our ordinary shares, upon request, a hard copy of our 2011Annual 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 16F, Building No.2, YouYou Century Plaza, No. 428 South Yang Gao Road, Pudong, Shanghai, P.R. China, Attention: Mr. Gener Miao, or by email to mg@jinkosolar.com or by fax to Mr. Gener Miao at 0086-21-68761115 as soon as possible and in any event no later than 10:00 a.m. October 19,2012(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, as far as practical, 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
  Date: September 29, 2012

 

 
 

 

Exhibit A

 

Resume of candidates for directors:

 

Mr. Steven Markscheid has been an independent director of the company since September 15, 2009. He has also been chief executive officer of Synergenz BioScience Inc. since 2007, and board member of Emerald Hill Capital Partners since 2006, CNinsure, Inc. since 2007 and Pacific Alliance China Growth Fund since 2008. Mr. Markscheid was previously a representative of the US-China Business Council from 1978 to 1983, vice president of Chase Manhattan Bank from 1984 to 1988, vice president of First Chicago Bank from 1988 to 1993, case leader of Boston Consulting Group from 1994 to 1997, director of business development of GE Capital (Asia Pacific) from 1998 to 2001, director of business development of GE Capital from 2001 to 2002, senior vice president of GE Healthcare Financial Services from 2003 to 2006, chief executive officer of HuaMei Capital Company, Inc. from 2006 to 2007. He received his bachelor’s degree in East Asian studies from Princeton University in 1976, his master’s degree in international affairs and economics from Johns Hopkins University in 1980 and an MBA degree from Columbia University in 1991.

 

Mr. Wing Keong Siew has been a director of the company since May 2008. Mr. Siew was appointed by Flagship Desun Shares Co., Limited, one of the holders of the company’s series A redeemable convertible preferred shares. He founded Hupomone Capital Partners in 2003. Mr. Siew was president of H&Q Asia Pacific China and Hong Kong from 1998 to 2003 and a general manager of Fairchild Systems for Asia, managing director of Mentor Graphics Asia Pacific and managing director of Compaq Computer Corporation from January 1988 to September 1988. In 1995, he formed a joint venture with UBS AG to raise a China Private Equity Fund. He worked as senior vice president of H&Q Singapore from 1989 to 1995. 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.

 

 

 

 

 

Exhibit 99.3

 

JINKOSOLAR HOLDING CO., LTD.

(incorporated in the Cayman Islands with limited liability)

 

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING

(OR ANY ADJOURNMENT THEREOF) TO BE HELD ON OCTOBER 22, 2012

 

We,_____________________________________of___________________________________________________, being the registered holder of ______________ordinary shares, par value US$0.00002 per share 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 on October 22, 2012, 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:

 

NO.   RESOLUTION   FOR   AGAINST   ABSTAIN
        Please tick “√” or insert the number of shares to be voted for or against or to abstain in the appropriate column below
ORDINARY RESOLUTIONS
1.   That Mr. Steven Markscheid be re-elected as a director of the Company.            
2.   That Mr.Wing Keong Siewbe re-elected as a director of the Company.            
3.   That Ernst & Young Hua Ming be re-appointed as auditors of the Company for the fiscal year of 2012.            
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 forgoing resolutions 1 to 4 as such director, in his or her absolute discretion, thinks fit.            

 

 
 

 

Dated______________, 2012

 

Signature:__________________________________

(Given under the 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 1, 2012 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 will be voted 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 16F, Building No.2, YouYou Century Plaza, No. 428 South Yang Gao Road,Pudong, Shanghai, P.R. 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 0086-21-6876 1115, as soon as possible and in any event not later than 10:00am October 19, 2012 (Beijing time).