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晶科能源美股招股说明书(2020-12-16版)

2020-12-16美股招股说明书有***
晶科能源美股招股说明书(2020-12-16版)

424B5 1 tm2037494-3_424b5.htm 424B5 Filed Pursuant to Rule 424(b)(5)Registration No. 333-251377 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be RegisteredProposed Maximum Aggregate Offering PriceAmount of Registration Fee(2)Ordinary shares, par value US$0.00002 per share(1)US$100,000,000US$10,910 (1)American depositary shares issuable upon deposit of the ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (Registration No. 333-164523). Each American depositary share represents four ordinary shares. (2)Calculated in accordance with Rules 457(o) of Regulation C under the Securities Act of 1933, as amended, based on the maximum aggregate offering price of the securities offered. PROSPECTUS SUPPLEMENT(To Prospectus dated December 16, 2020) JinkoSolar Holding Co., Ltd.US$100,000,000Ordinary Shares Represented by American Depositary Shares We have entered into a distribution agency agreement with Credit Suisse Securities (USA) LLC and Barclays Capital Inc., or the sales agents, relating to our American Depositary Shares, or ADSs. Each ADS represents four ordinary shares, par value US$0.00002 per share. The ADSs are offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the distribution agency agreement, we may offer and sell our ADSs having an aggregate offering price of up to US$100,000,000 from time to time on the New York Stock Exchange, or the NYSE, or other markets for our ADSs in the U.S. through the sales agents. Our ADSs are traded on the NYSE under the symbol “JKS.” On December 15, 2020, the closing sale price of our ADSs on the NYSE was US$63.25 per ADS. Sales of our ADSs under this prospectus supplement and the accompanying prospectus may be made in sales deemed to be “at-the-market offerings” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including by means of ordinary brokers’ transactions on or through the NYSE or other markets for our ADSs, sales made to or through a market maker other than on an exchange or otherwise in negotiated transactions at market prices prevailing at the time of sale or at negotiated prices, or as otherwise agreed with the sales agents. Credit Suisse Securities (USA) LLC and Barclays Capital Inc. will act as sales agents on a reasonable efforts basis consistent with their respective normal trading and sales practices. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. We also may sell some or all of the ADSs to either sales agent as principal for its own account at a price per share agreed upon at the time of sale. If we sell ADSs to a sales agent as principal, we will enter into a separate terms agreement setting forth the terms of such transaction, and we will describe the agreement in a separate prospectus supplement or pricing supplement. The sales agents will be entitled to compensation at a commission rate of up to 2.00% of the gross sales price per ADS sold. In connection with the sale of our ADSs on our behalf, the sales agents may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended, and the compensation of the sales agents may be deemed to be underwriting commissions or discounts. Before buying shares of our common shares, you should carefully consider the risk factors described in “Risk Factors” beginning on page S-7 of this prospectus supplement. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. Credit SuisseBarclays The date of this prospectus supplement is December 16, 2020. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTS-1SPECIAL NOTE ON FORWARD-LOOKING STATEMENTSS-4SUMMARYS-5RISK FACTORSS-7USE OF PROCEEDSS-58CAPITALIZATIONS-59DILUTIONS-61DIVIDEND POLICYS-62DESCRIPTION OF THE SECURITIES OFFERED UNDER THIS PROSPECTUS SUPPLEMENTS-63PLAN OF DISTRIBUTIONS-64TAXATIONS-66WHERE YOU CAN FIND ADDITIONAL INFORMATIONS-73INCORPORATION OF DOCUMENTS BY REFERENCES-74LEGAL MATTERSS-75EXPERTSS-76 PROSPECTUS ABOUT THIS PROSPECTUS1INCORPORATION OF DOCUMENTS BY REFERENCE3SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS4OUR COMPANY6RISK FACTORS7USE OF PROCEEDS9DESCRIPTION OF SHARE CAPITAL10DESCRIPTION OF AMERICAN DEPOSITARY SHARES21PLAN OF DISTRIBUTION33TAXATION36SELLING SECURITY HOLDERS37ENFORCEABILITY OF CIVIL LIABILITIES38LEGAL MATTERS40EXPERTS41WHERE YOU CAN FIND MORE INFORMATION ABOUT US42 You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in th

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