As filed with the U.S. Securities and Exchange Commission on November 9, 2018

 

Registration No. 333-164523

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

____________________

 

POST-EFFECTIVE AMENDMENT TO

FORM F-6

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

For Depositary Shares Evidenced by American Depositary Receipts

___________________

 

JinkoSolar Holding Co., Ltd.

(Exact name of issuer of deposited securities as specified in its charter)

 

N/A

(Translation of issuer's name into English)

 

The Cayman Islands

(Jurisdiction of incorporation or organization of issuer)

 

JPMORGAN CHASE BANK, N.A.

(Exact name of depositary as specified in its charter)

 

383 Madison Avenue, Floor 11, New York, New York 10179

Telephone (800) 990-1135

(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

____________________

 

CT Corporation System

111 Eighth Avenue, 13th Floor

New York, New York 10011

Telephone: (212) 604-1666

(Address, including zip code, and telephone number, including area code, of agent for service)

 

Copy to:

 

Scott A. Ziegler, Esq.

Ziegler, Ziegler & Associates LLP

570 Lexington Avenue, Suite 2405

New York, New York 10022

(212) 319-7600 

 

It is proposed that this filing become effective under Rule 466

  immediately upon filing  
  on (Date) at (Time)  

 

If a separate registration statement has been filed to register the deposited shares, check the following box. ☐

 

CALCULATION OF REGISTRATION FEE

Title of each class of

Securities to be registered

Amount 

to be

registered

Proposed

maximum

aggregate price

per unit (1)

Proposed

maximum 

aggregate offering

price (2)

Amount of

registration fee

American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing four ordinary shares of JinkoSolar Holding Co., Ltd. 

N/A

N/A

N/A

N/A

(1)Each unit represents one American Depositary Share.

(2)Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.

  

 

PART I

INFORMATION REQUIRED IN PROSPECTUS

 

The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) included as Exhibit A to the form of Amended and Restated Deposit Agreement filed as Exhibit (a) to this Post-Effective Amendment to Registration Statement on Form F-6, which is incorporated herein by reference.

 

CROSS REFERENCE SHEET

 

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

 

Item Number and Caption

 

Location in Form of American Depositary

Receipt Filed Herewith as Prospectus

         
(1) Name and address of Depositary   Introductory paragraph and bottom of face of American Depositary Receipt
         
(2) Title of American Depositary Receipts and identity of deposited securities   Face of American Depositary Receipt, top center
         
  Terms of Deposit:    
       
  (i) Amount of deposited securities represented by one unit of American Depositary Shares   Face of American Depositary Receipt, upper right corner
         
  (ii) Procedure for voting, if any, the deposited securities   Paragraph (12)
         
  (iii) Collection and distribution of dividends   Paragraphs (4), (5), (7) and (10)
         
  (iv) Transmission of notices, reports and proxy soliciting material   Paragraphs (3), (8) and (12)
         
  (v) Sale or exercise of rights   Paragraphs (4), (5) and (10)
         
  (vi) Deposit or sale of securities resulting from dividends, splits or plans of reorganization   Paragraphs (4), (5), (10) and (13)
         
  vii) (Amendment, extension or termination of the Deposit Agreement   Paragraphs (16) and (17)
         
  (viii) Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of ADRs   Paragraph (3)
         
  (ix) Restrictions upon the right to deposit or withdraw the underlying securities   Paragraphs (1), (2), (4), and (5)
         
  (x) Limitation upon the liability of the Depositary   Paragraph (14)
         
(3) Fees and Charges   Paragraph (7)

 

 

 

 

Item 2. AVAILABLE INFORMATION

 

Item Number and Caption

 

Location in Form of American Depositary  

 Receipt Filed Herewith as Prospectus

     
(b) Statement that JinkoSolar Holding Co., Ltd.  is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly files certain reports with the Securities and Exchange Commission, and that such reports can be inspected by holders of American Depositary Receipts through the Securities and Exchange Commission’s EDGAR system or at public reference facilities maintained by the Securities and Exchange Commission in Washington, D.C.   Paragraph (8)

 

 

 

 

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 3. EXHIBITS

 

(a) Form of Deposit Agreement. Form of Amended and Restated Deposit Agreement dated as of               , 2018 among JinkoSolar Holding Co., Ltd., JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"), including the Form of American Depositary Receipt, is filed herewith as Exhibit (a).

 

(b)Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Not Applicable.

 

(c)Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable.

 

(d)Opinion of counsel to the Depositary as to the legality of the securities being registered. Previously filed as Exhibit (d) to Registration Statement on Form F-6 (333-164523) filed with the Securities and Exchange Commission, which is incorporated herein by reference.

 

(e) Certification under Rule 466. Filed herewith as Exhibit (e).

 

Item 4. UNDERTAKINGS

 

(a)The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

 

(b)If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A. on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on November 9, 2018.

 

 

Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares  

     
  By:

JPMORGAN CHASE BANK, N.A., as Depositary

     
  By: /s/ Joseph M. Leinhauser
  Name:  Joseph M. Leinhauser
  Title: Executive Director

  

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, JinkoSolar Holding Co., Ltd. certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, on November 9, 2018.

 

  JinkoSolar Holding Co., Ltd.
     
  By: /s/ Kangping Chen
  Name:  Kangping Chen
  Title: Director and Chief Executive Officer

 

Under the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment to Registration Statement on Form F-6 has been signed by the following persons on November 9, 2018, in the capacities indicated.

 

SIGNATURES

 

Signature

 

Title

     

/s/ Xiande Li* 

 

Chairman

Xiande Li    
     

/s/ Kangping Chen

  Director and Chief Executive Officer (principal executive officer)

Kangping Chen

 
     

/s/ Xianhua Li*

 

Director and Vice President

Xianhua Li    
     

/s/ Longgen Zhang*

 

Director

Longgen Zhang    
     

/s/ Wing Keong Siew*

 

Director

Wing Keong Siew    
     

/s/ Yingqiu Liu

 

Director

Yingqiu Liu    
     

/s/ Steven Markscheid*

 

Director

Steven Markscheid    
     

/s/ Haiyun (Charlie) Cao

 

Chief Financial Officer (principal financial and accounting officer)

Haiyun (Charlie) Cao    

 

 

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

 

Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of JinkoSolar Holding Co., Ltd., has signed this Post-Effective Amendment to Registration Statement on Form F-6 in Newark Delaware on November 9, 2018.

 

  Authorized U.S. Representative
     
  By: /s/ Donald J. Puglisi
   

Name: Donald J. Puglisi

Title: Managing Director

     

 

*By:. /s/ Kangping Chen  
Name:   Kangping Chen  
Title: Power of Attorney  

 

 

 

 

INDEX TO EXHIBITS

 

Exhibit Number    
     
(a) Form of Amended and Restated Deposit Agreement.  
     
(e) Rule 466 Certification