晶科能源111 2012年财报

晶科能源111 2012年财报

20-F 1 v342779_20f.htm FORM 20-F

UNITE D STATE S

SE CURITIE S AND E XCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

¨RE GISTRATION STATE ME NT PURSUANT TO SE CTION 12(b) OR 12(g) OF THE SE CURITIE S E XCHANGE ACT OF 1934

OR

x ANNUAL RE PORT PURSUANT TO SE CTION 13 OR 15(d) OF THE SE CURITIE S E XCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012.

OR

¨TRANSITION RE PORT PURSUANT TO SE CTION 13 OR 15(d) OF THE SE CURITIE S E XCHANGE ACT OF 1934

OR

¨SHE LL COMPANY RE PORT PURSUANT TO SE CTION 13 OR 15(d) OF THE SE CURITIE S E XCHANGE ACT OF 1934

Date of event requiring this shell company report

Commission file number: 001-34615

JinkoSolar Holding Co., Ltd.

(E xact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into E nglish)

Cayman Islands

(Jurisdiction of incorporation or organization)

1 Jingke Road

Shangrao E conomic Development Zone

Jiangxi Province, 334100

People’s Republic of China

(86-793) 846-9699

(Address of principal executive offices)

Longgen Zhang, Chief Financial Officer

1 Jingke Road

Shangrao E conomic Development Zone

Jiangxi Province, 334100

People’s Republic of China

Tel: (86-793) 846-9699

Fax: (86-793) 846-1152

E-mail: longgen.zhang@

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered

New York Stock Exchange American Depositary Shares, each representing

four shares, par value US$0.00002 per share

晶科能源111 2012年财报

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 88,758,778 shares, par value US$0.00002 per share, as of December 31, 2012. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP x International Financial Reporting Standards as issued by the International Accounting Standards Board ¨Other ¨

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ¨ Item 18 ¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes £ No S

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨

晶科能源111 2012年财报

TABLE OF CONTE NTS

Page INTRODUCTION1 PART I2 ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS2 ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE2 ITEM 3.KEY INFORMATION2 ITEM RMATION ON THE COMPANY35 ITEM 4A.UNRESOLVED STAFF COMMENTS55 ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS55 ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES79 ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS87 ITEM 8.FINANCIAL INFORMATION88 ITEM 9.THE OFFER AND LISTING91 ITEM 10.ADDITIONAL INFORMATION92 ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK97 ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES99 PART II100 ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES100 ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS100 ITEM 15.CONTROLS AND PROCEDURES100 ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT102 ITEM 16B.CODE OF ETHICS102 ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES102 ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES102 ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS103 ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT103 ITEM 16G.CORPORATE GOVERNANCE105 ITEM 16H.MINE SAFETY DISCLOSURE106

晶科能源111 2012年财报

PART III106 ITEM 17.FINANCIAL STATEMENTS106 ITEM 18.FINANCIAL STATEMENTS106 ITEM 19.EXHIBITS106 SIGNATURES108 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS F-1

i

晶科能源111 2012年财报

INTRODUCTION

Unless otherwise indicated and except where the context otherwise requires, references in this annual report on Form 20-F to:

·“we,” “us,” “our company,” “our” or “JinkoSolar” refer to JinkoSolar Holding Co., Ltd., a Cayman Islands holding company, its current and former subsidiaries for the relevant periods;

·“2009 Long Term Incentive Plan” refers to the 2009 Long Term Incentive Plan adopted on July 10, 2009, which was subsequently amended and restated.

·“2010”, “2011” and “2012” refers to our fiscal years ended December 31, 2010, 2011 and 2012, respectively;

·“ADRs” refers to the American depositary receipts evidencing our American depositary shares;

·“ADSs” refers to our American depositary shares;

·“CE” refers to CE certification, a verification of electromagnetic compatibility (EMC) compliance issued by SGS Taiwan Ltd. certifying compliance with the principal protection requirement of directive 2004/108/EC of the European Union and EN61000-6-3:2001+A11:2004 and EN61000-6-1:2001 standards;

·“CQC” refers to the certificate issued by China Quality Certification Centre certifying that our solar modules comply with IEC61215:2005 and IEC61730-2:2004 standards;

·“DQS-UL” refers to the certificate issued by DQS GmbH certifying that our quality management system for both of the manufacture of silicon wafers and the design, manufacture and relative activities of solar modules in Jiangxi Jinko complies with ISO9001:2008 standard;

·“Euro” or “

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