JinkoSolar : 2020 Annual Report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

• REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

• ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020.
  OR

• TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
• SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the transition period from

to

Commission file number: 001-34615

JinkoSolar Holding Co., Ltd.

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant's name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)

1 Jingke Road

Shangrao Economic Development Zone

Jiangxi Province, 334100

People's Republic of China

(86-793)846-9699

(Address of principal executive offices)

Haiyun (Charlie) Cao, Chief Financial Officer

1 Jingke Road

Shangrao Economic Development Zone

Jiangxi Province, 334100

People's Republic of China

Tel: [phone]

Fax: [phone]

E-mail: [e-mail]

(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	Trading Symbol(s)	Name of each exchange on which registered
American Depositary Shares, each representing four		JKS		New York Stock Exchange
ordinary shares, par value US$0.00002 per share
Ordinary shares, par value US$0.00002 per share*

• Not for trading, but only in connection with the listing of the American depositary shares on New York Stock Exchange. 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)

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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.

187,434,469 ordinary shares, excluding 455,217 ADSs representing 1,820,868 ordinary shares reserved for future grants under our share incentive plans and conversion of our convertible notes and 2,945,840 ordinary shares as treasury stock, as of December 31, 2020.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☒ No ☐

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 ☒

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of "large accelerated filer," "accelerated filer" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

• The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

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

U.S. GAAP ☒	International Financial Reporting Standards as issued	Other ☐
	by the International Accounting Standards Board ☐

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 ☒

(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 ☐

Table of Contents
		TABLE OF CONTENTS
			PAGE
PART I		5
	Item 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	5
	Item 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	5
	Item 3.	KEY INFORMATION	5
	Item 4.	INFORMATION ON THE COMPANY	59
	Item 4A.	UNRESOLVED STAFF COMMENTS	88
	Item 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	88
	Item 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	126
	Item 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	136
	Item 8.	FINANCIAL INFORMATION	138
	Item 9.	THE OFFER AND LISTING	147
	Item 10.	ADDITIONAL INFORMATION	147
	Item 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	153
	Item 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	155
	PART II		156
	Item 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	156
	Item 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	157
	Item 15.	CONTROLS AND PROCEDURES	158
	Item 16.		158
	Item 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	158
	Item 16B.	CODE OF ETHICS	159
	Item 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	159
	Item 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	159
	Item 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	160
	Item 16F.	CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT	160
	Item 16G.	CORPORATE GOVERNANCE	161
	Item 16H.	MINE SAFETY DISCLOSURE	161
	PART III		162
	Item 17.	FINANCIAL STATEMENTS	162
	Item 18.	FINANCIAL STATEMENTS	162
	Item 19.	EXHIBITS	163

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CONVENTIONS THAT APPLY TO THIS ANNUAL REPORT

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" refers 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;
• "2014 Equity Incentive Plan" refers to the 2014 Equity Incentive Plan adopted on August 18, 2014;
• "2018", "2019" and "2020" refers to our fiscal years ended December 31, 2018, 2019 and 2020, respectively;
• "2021 Equity Incentive Plan" refers to the 2021 Equity Incentive Plan adopted on March 5, 2021;
• "ADSs" refers to our American depositary shares, and "ADRs" refers to the American depositary receipts evidencing our ADSs;
• "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 EN 61000-6-3:2001+A11:2004 and EN 61000-6-1:2001 standards;
• "CQC" refers to the certificate issued by China Quality Certification Centre certifying that our solar modules comply with IEC 61215:2005 and IEC 617302:2004 standards;
• "DG projects" refers to distributed generation solar power projects, including ground-mounted distributed generation projects and rooftop distributed generation projects;
• "EPC" refers to engineering, procurement and construction;
• "Euro," "EUR" or "€" refers to the legal currency of the European Union;
• "FIT" refers to feed-in tariff(s), the government guaranteed and subsidized electricity sale price at which solar power projects can sell to the national power grids. FIT in China is set by the central government consisting of the applicable national government subsidies paid from the Renewable Energy Development Fund, as well as the desulphurized coal benchmark electricity price paid by State Grid;
• "ground-mountedprojects" refers to solar power projects built on the ground, consisting of ground-mounted DG projects and utility-scale projects;
• "ground-mountedDG projects" refers to small-scaleground-mounted projects with capacity less than or equal to 20 MW and 35 kV or lower grid connection voltage grade (except in the northeastern regions, where connection voltage must be 66 kV or lower) and with a substantial portion of the electricity generated to be consumed within the substation area of the grid connection points;
• "Haining Jinko" refers to Jinko Power Technology (Haining) Co., Ltd, one of our majority-owned subsidiaries in the PRC;
• "JET" refers to the certificate issued by Japan Electrical Safety & Environment Technology Laboratories certifying that our modules comply with IEC 61215:2005, IEC 61730-1:2004 and IEC 61730-2:2004 standards;
• "Jiangxi Desun" refers to Jiangxi Desun Energy Co., Ltd., an entity in which our founders and substantial shareholders, Xiande Li, Kangping Chen and Xianhua Li, each holds more than 10%, and collectively hold 73%, of the equity interest;
• "Jiangxi Jinko" refers to Jinko Solar Co., Ltd., our majority-owned principal operating subsidiary incorporated in the PRC;
• "Jiangxi Materials" refers to Jiangxi Photovoltaic Materials Co., Ltd., our majority-owned operating subsidiary incorporated in the PRC by Jiangxi Jinko on December 1, 2010;

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• "JinkoPower" refers to Jinko Power Technology Co., Ltd., formerly known as Jiangxi JinkoSolar Engineering Co., Ltd., previously one of our indirect subsidiaries, and its subsidiaries;
• "JinkoSolar Power" refers to JinkoSolar Power Engineering Group Limited;
• "JIS Q 8901" refers to the certificate for the Japanese market from TÜV that demonstrates that a company's management system ensures the highest standards of reliability in their products;
• "JPY" refers to Japanese Yen;
• "kV" refers to kilovolts;
• "local grid companies" refers to the subsidiaries of the State Grid in China;
• "long-termsupply contracts" refers to our polysilicon supply contracts with terms of one year or above;
• "MCS" refers to MCS certificate of factory production control issued by British Approvals Board for Telecommunications certifying that the production management system of our certain types of solar panels complies with MCS005 Issue 2.3 and MCS010 Issue 1.5 standards;
• "NYSE" or "New York Stock Exchange" refers to the New York Stock Exchange Inc.;
• "OEM" refers to an original equipment manufacturer who manufactures products or components that are purchased by another company and retailed under that purchasing company's brand name;
• "PRC" or "China" refers to the People's Republic of China, excluding, for purposes of this annual report, Taiwan, Hong Kong and Macau;
• "PV" refers to photovoltaic;
• "RMB" or "Renminbi" refers to the legal currency of China;
• "shares" or "ordinary shares" refers to our ordinary shares, par value US$0.00002 per share;
• "State Grid" refers to State Grid Corporation of China and the local grid companies;
• "TÜV" refers to TÜV certificates, issued by TÜV Rheinland Product Safety GmbH certifying that certain types of our solar modules comply with IEC 61215:2005, EN 61215:2005, IEC 61730-1:2004, IEC 61730-2:2004, EN 61730-1:2007 and EN 61730-2:2007 standards;
• "UL" refers to the certificate issued by Underwriters Laboratories Inc., to certify that certain types of our solar modules comply with its selected applicable standards;
• "US$," "dollars" or "U.S. dollars" refers to the legal currency of the United States;
• "utility-scaleprojects" refers to ground-mounted projects that are not ground-mounted DG projects;
• "watt" or "W" refers to the measurement of electrical power, where "kilowatt" or "kW" means one thousand watts, "megawatts" or "MW" means one million watts and "gigawatt" or "GW" means one billion watts;
• "Xinjiang Jinko" refers to Xinjiang Jinko Solar Co., Ltd., one of our majority-owned subsidiaries in the PRC;
• "Yuhuan Jinko" refers to Yuhuan Jinko Solar Co., Ltd., one of our majority-owned subsidiaries in the PRC; and
• "Zhejiang Jinko" refers to Zhejiang Jinko Solar Co., Ltd., formerly Zhejiang Sun Valley Energy Application Technology Co., Ltd., a solar cell supplier incorporated in the PRC, one of our majority-owned subsidiaries.

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