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Stock code: 688223 Stock abbreviation: JinkoSolar Announcement No.: 2025-003
Bond code: 118034 Bond abbreviation: Jingneng convertible bond
JinkoSolar Corporation
Announcement on the listing and circulation of some restricted shares in the initial public offering
The board of directors and all directors of the company guarantee that there is no false record, misleading statement or material omission in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.
Important Content Notes:
The type of stock listing is the initial offering of restricted shares; The subscription method is offline, and the number of listed shares is 6,896,552,000 shares.
The total number of shares outstanding in this listing is 6,896,552,000 shares.
The stock will be listed for circulation on January 27, 2025. (Due to January 26, 2025.)
trading day, so it is postponed to the next trading day)
1. The types of restricted shares that are listed and circulated this time
According to the China Securities Regulatory Commission's "Consent to JinkoSolar" issued on December 28, 2021
The approval of the registration of the initial public offering of shares of Yuan Co., Ltd. (Zheng Jian Xu Xu [2021] No. 4127) agrees to the registration application of the company's initial public offering of shares. The Company's initial public offering of RMB 200,000 ordinary shares
and was listed on the Science and Technology Innovation Board of the Shanghai Stock Exchange on January 26, 2022. After the completion of the issuance, the total share capital is:
1,000,000 shares, of which 8,678,378,163 shares are tradable shares with restricted conditions, accounting for 86.78% of the company's total share capital after issuance, and 1,321,621,837 shares are tradable with unrestricted conditions, accounting for 13.22% of the company's total share capital after issuance.
The restricted shares circulating in this listing are part of the company's initial public offering of restricted shares, and there are 7 shareholders of restricted shares, namely the company's JinkoSolar Investment Co., Ltd. (hereinafter referred to as "JinkoSolar Investment"), Shangrao Runjia Enterprise Management and Development Center (Limited Partnership) (hereinafter referred to as "Shangrao Runjia"), Shangrao Zhuo Ling No. 2 Enterprise Development Center (Limited Partnership) (hereinafter referred to as "Shangrao Zhuo Ling No. 2"), Shangrao Zhuoqun Enterprise Development Center (Limited Partnership) (hereinafter referred to as "Shangrao Zhuoqun"), Shangrao Zhuoling Enterprise Development Center (Limited Partnership) (hereinafter referred to as "Shangrao Zhuoling"), Shangrao Kaitai No. 2 Enterprise Development Center (Limited Partnership) (hereinafter referred to as "Shangrao Kaitai No. 2"),
Shangrao Kaitai Enterprise Management Development Center (Limited Partnership) (hereinafter referred to as "Shangrao Kaitai"), the sales restriction period is from
36 months from the date of listing of the company's shares, the corresponding number of restricted shares is 6,896,552,000 shares, accounting for the total as of 2025
68.9297% of the total share capital of the company as of January 15. The above share lock-up period is expiring soon and will be in 2025
It will be listed and circulated from January 27 (since January 26, 2025 is a non-trading day, it will be postponed to the next trading day).
2. Changes in the number of shares of the company since the formation of the restricted shares listed and circulated
According to the China Securities Regulatory Commission's Reply on Agreeing to the Registration of JinkoSolar Co., Ltd.'s Issuance of Convertible Corporate Bonds to Unspecified Targets (Zheng Jian Xu Xu [2023] No. 683), the Company was allowed to issue 10,000.00 convertible corporate bonds to unspecified objects, each with a face value of RMB 100.00, raising a total of RMB 1,000,000.00. Approved by the Shanghai Stock Exchange "Self-Regulatory Decision [2023] No. 101"
Wen agreed that the company's 1,000,000.00 yuan convertible corporate bonds will be issued on Shanghai Securities from May 19, 2023
Listed on the exchange, the bond is referred to as "Jingneng Convertible Bond", and the bond code is "118034". In accordance with the provisions of relevant laws and regulations and the Prospectus for JinkoSolar Co., Ltd.'s Issuance of Convertible Corporate Bonds to Unspecified Targets
The "Jingneng Convertible Bonds" can be converted into shares of the Company from October 26, 2023, and the conversion period is
October 26, 2023 to April 19, 2029. As of January 15, 2025, the "Jingneng Convertible Bonds" are tired
The number of shares converted is 7,807 shares.
On December 6, 2023, the Company's 2022 Restricted Stock Incentive Plan granted part of the first vesting for the first time
The registration of the first tranche of shares was completed and the total share capital of the Company was increased from 10,000,002,606 shares
10,005,196,589 shares. For details, please refer to the company's website on the Shanghai Stock Exchange on December 8, 2023
(www.sse.com.cn) JinkoSolar Co., Ltd. Announcement on the First Vesting Results of the First Vesting Period of the First Vesting Period and the Listing of Shares of the 2022 Restricted Stock Incentive Plan.
In summary, as of January 15, 2025, the company's total share capital increased to 10,005,201,790 shares. In addition to the above
In addition, after the formation of the restricted shares listed and circulated this time until January 15, 2025, no other events have occurred to the company
items lead to a change in the number of share capital.
3. The relevant commitments of the restricted shares listed and circulated this time
1. According to the company's "Prospectus for Initial Public Offering of Shares and Listing on the Science and Technology Innovation Board" and "Announcement on the Listing of Initial Public Offerings of Shares on the Science and Technology Innovation Board", JinkoSolar Investment, a shareholder of restricted shares that applied for listing and circulation, has listed and circulated the restricted shares held by it
The relevant commitments made are as follows:
(1) Within 36 months from the date of listing and trading of the issuer's shares, the company will not transfer or entrust others to manage the shares of the issuer directly or indirectly held by the company before the issuance and listing (hereinafter referred to as the "pre-IPO shares"), nor will it propose that the issuer repurchase the pre-IPO shares.
(2) Within 6 months after the listing and trading of the issuer's shares, if the issuer's shares are closed for 20 consecutive trading days
If the closing price of the issuer's shares is lower than the IPO price at the end of the 6-month period after listing (or the first trading day after that day, if that day is not a trading day), the lock-up period of the pre-IPO shares held by the company will be automatically extended for at least 6 months. The aforesaid issue price refers to the issue price of the issuer's initial public offering of shares, and if the issuer is ex-rights or ex-dividends due to cash dividends, share gifts, conversion of share capital, issuance of new shares, etc., the above prices will be adjusted accordingly.
(3) If the issuer has a material violation of the law as stipulated in Section 2 of Chapter 12 of the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and the delisting criteria are reached, the company will not reduce its holdings of the issuer's shares from the date of the prior notice of the relevant administrative penalty decision or judicial decision to the termination of the listing and delisting of the issuer's shares.
(4) If, after the expiration of the lock-up period, and on the premise of satisfying the share lock-up commitment, the company intends to reduce its holdings before the initial offering, it will strictly abide by the laws, administrative regulations, departmental rules, normative documents and relevant provisions of the securities regulatory authorities on shareholder reduction and information disclosure, and prudently formulate a stock reduction plan in combination with the company's needs for stabilizing stock prices, carrying out operations and capital operations, and the number of shares to be reduced shall not exceed the provisions of laws, administrative regulations, departmental rules, normative documents and securities regulatory authorities. The company's control arrangements will be clarified and disclosed in advance to ensure the continuous and stable operation of the listed company; If the company intends to reduce its holdings of pre-IPO shares, the method of reduction shall comply with the rules applicable by the securities regulatory authorities at that time, including but not limited to centralized bidding transactions, block transactions, agreement transfers, etc.; If the company intends to reduce its holdings of the company's shares within 2 years after the expiration of the lock-up period of the company's shares, the reduction price will not be lower than the issue price of the company's shares, and the company shall make an announcement within 3 trading days before the reduction or within the period stipulated by relevant laws and regulations, and timely and accurately fulfill the information disclosure obligations in accordance with the rules applicable to the securities regulatory authorities at that time; If the issuer pays dividends, gives away shares, converts capital reserve into share capital, and issues new shares after the issuance and listing, the above prices will be adjusted accordingly.
(5) The company will strictly abide by laws, administrative regulations, departmental rules, normative documents and relevant provisions of securities regulators on the shareholding and share changes of the issuer's controlling shareholders. During the shareholding period of the enterprise, if there are changes in the laws, administrative regulations, departmental rules, normative documents and requirements of the securities regulatory authorities related to the lock-up and reduction of shares, the company is willing to automatically apply the changed laws, administrative regulations, departmental rules and norms
Documentation and requirements from securities regulators.
(6) If the issuer or investor suffers losses due to the violation of the above commitments, the company will compensate the issuer or investor in accordance with the law. If the company violates the above commitment to reduce its holdings of the issuer's shares, the actual gains (if any) obtained from the sale of the issuer's shares shall belong to the issuer, and all losses and legal consequences arising therefrom shall be borne by the company.
(7) Before the company completely eliminates all adverse effects caused by the company's failure to fulfill the above commitments, the company will not directly or indirectly receive the dividends or bonus shares distributed by the company, and the company has the right to deduct the cash dividends distributed by the company to bear the aforesaid compensation liability.
2. The shareholders of the restricted shares who applied for listing and circulation this time, Shangrao Runjia, Shangrao Zhuo Ling II, Shangrao Zhuoqun, Shangrao Zhuo Ling, Shangrao Kaitai II, and Shangrao Kaitai made the relevant commitments on the listing and circulation of the restricted shares they held are as follows:
(1) Within 36 months from the date of listing and trading of the company's shares, the company will not transfer or entrust others to manage the shares of the issuer directly or indirectly held by the company before the issuance and listing (hereinafter referred to as the "pre-IPO shares"), nor will it propose that the issuer repurchase the pre-IPO shares.
(2) Within 6 months after the listing and trading of the issuer's shares, if the issuer's shares are closed for 20 consecutive trading days
If the closing price of the issuer's shares is lower than the IPO price at the end of the 6-month period after listing (or the first trading day after that day, if that day is not a trading day), the lock-up period of the pre-IPO shares held by the company will be automatically extended for at least 6 months. The aforesaid issue price refers to the issue price of the company's initial public offering of shares, and if the company is ex-rights and ex-dividends due to cash dividends, share gifts, conversion of share capital, and issuance of new shares after listing, the above prices will be adjusted accordingly.
(3) If the issuer has a material violation of the law as stipulated in Section 2 of Chapter 12 of the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and the delisting criteria are reached, the company will not reduce its holdings of the issuer's shares from the date of the prior notice of the relevant administrative penalty decision or judicial decision to the termination of the listing and delisting of the issuer's shares.
(4) If, after the expiration of the lock-up period, and on the premise of satisfying the share lock-up commitment, the company intends to reduce its holdings of shares before the initial offering, it will strictly abide by the relevant provisions of laws, administrative regulations, departmental rules, normative documents and securities regulatory authorities on the reduction of shareholdings and information disclosure by shareholders and actual controllers of the issuer, and prudently formulate a stock reduction plan in combination with the needs of the company to stabilize the stock price, carry out operations and capital operation, and the number of shares to be reduced shall not exceed the provisions of laws, administrative regulations, departmental rules, normative documents and securities regulatory authorities. The company's control arrangements will be clarified and disclosed in advance to ensure the continuous and stable operation of the listed company; If the company intends to reduce its holdings of shares before the initial offering, the method of reduction shall be made
It shall comply with the rules applicable to the securities regulatory authorities at that time, including but not limited to centralized auction transactions, block transactions, agreement transfers, etc.; If the company intends to reduce its holdings of the company's shares within 2 years after the expiration of the lock-up period of the company's shares, the reduction price will not be lower than the issue price of the company's shares, and the company shall make an announcement within 3 trading days before the reduction or within the period stipulated by relevant laws and regulations, and timely and accurately fulfill the information disclosure obligations in accordance with the rules applicable to the securities regulatory authorities at that time; If the issuer pays dividends, gives away shares, converts capital reserve into share capital, and issues new shares after the issuance and listing, the above prices will be adjusted accordingly.
(5) The company will strictly abide by the laws, administrative regulations, departmental rules, normative documents and relevant provisions of the securities regulatory authorities on the shareholding and changes in the shares of the issuer's shareholders and actual controllers, and truthfully and timely report to the issuer the shares of the issuer directly or indirectly held by the company and their changes. During the shareholding period of the company, if there are changes in the laws, administrative regulations, departmental rules, normative documents and requirements of the securities regulatory authorities related to the lock-up and reduction of shares, the company is willing to automatically apply the changed laws, administrative regulations, departmental rules, normative documents and the requirements of the securities regulatory authorities.
(6) If the company violates the above commitments to reduce its holdings of the issuer's shares, the actual income (if any) obtained from the reduction of the issuer's shares shall belong to the issuer, and all losses and legal consequences caused thereby shall be borne by the company.
In addition to the above commitments, the shareholders of the restricted shares who applied for listing and circulation this time have no other special commitments.
As of the disclosure date of this announcement, the shareholders of the restricted shares who applied for listing and circulation this time have strictly fulfilled the corresponding commitments, and there is no situation that the failure to fulfill the relevant commitments will affect the listing and circulation of the restricted shares.
4. Occupation of funds by controlling shareholders and their related parties
The company does not have the controlling shareholder and its related parties to occupy funds.
5. Sponsor verification opinions
After verification, the sponsor believes that: as of the date of the issuance of this verification opinion, the holders of JinkoSolar's restricted shares in circulation in this listing have strictly fulfilled the share lock-up commitments they made when participating in the company's initial public offering and listing on the STAR Market; JinkoSolar's restricted shares are listed and circulated in accordance with the requirements of relevant laws, regulations and normative documents such as the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Measures for the Sponsorship Business of Securities Issuance and Listing, and the Listing Rules of the Science and Technology Innovation Board of the Shanghai Stock Exchange. JinkoSolar's information disclosure related to the restricted shares is true, accurate and complete.
In summary, the sponsor has no objection to the lifting of the ban on the listing and circulation of JinkoSolar's restricted shares.
6. The restricted shares in circulation in this listing
(1) The total number of restricted shares circulating in this listing is 6,896,552,000 shares, accounting for 68.9297% of the company's total share capital, and the restriction period is 36 months from the date of listing of the company's initial public offering.
(2) The date of this listing and circulation is January 27, 2025 (because January 26, 2025 is non-exchanged
Yi day, so it will be postponed to the next trading day).
(3) The detailed list of the listed and circulating restricted shares:
Holding Restriction This Listing Flow Remaining Limit
Serial No. Name of Shareholder Number of Restricted Shares Held Number of Shares Accounted for in the Company Number of Shares Sold
Volume (shares) Total equity ratio (shares) volume
Example(%) (Shares)
1 JinkoSolar Investment Co., Ltd. 5,862,072,000 58.5902 5,862,072,000 0
2 Shangrao Runjia Enterprise Management Development 316,480,000 3.1632 316,480,000 0
Center (Limited Partnership)
3 Shangrao Zhuo Ling No. 2 Enterprise Development 217,080,000 2.1697 217,080,000 0
Center (Limited Partnership)
4 Shangrao Zhuoqun Enterprise Development Center 210,984,000 2.1087 210,984,000 0
(Limited Partnership)
5 Shangrao Zhuoling Enterprise Development Center 144,720,000 1.4464 144,720,000 0
(Limited Partnership)
6 Shangrao Kaitai No. 2 Enterprise Development 87,128,000 0.8708 87,128,000 0
Center (Limited Partnership)
7 Shangrao Kaitai Enterprise Management Development 58,088,000 0.5806 58,088,000 0
Center (Limited Partnership)
Total 6,896,552,000 68.9297 6,896,552,000 0
Note: 1. The proportion of restricted shares held in the company's total share capital shall be rounded to four decimal places;
2. The proportion of restricted shares held in the company's total share capital is based on the company's total share capital as of January 15, 2025 is 10,005,201,790
Shares are calculated.
(4) Listing and circulation of restricted shares:
Serial No. Type of Restricted Shares Number of Shares Circulating in this Listing (Shares) Restricted Period (Months)
1 Initial offering of restricted shares 6,896,552,000 36
Total 6,896,552,000 36
7. Attachment to the online announcement
Verification Opinions of China Securities Co., Ltd. on the Listing and Circulation of JinkoSolar Co., Ltd.'s Initial Public Offering of Restricted Shares.
The announcement is hereby made.
Board of Directors of JinkoSolar Limited
January 17, 2025
Ticker Name
Percentage Change
Inclusion Date