JinkoSolar: JinkoSolar's announcement on not revising the price of the "Jingneng Convertible Bond" to equity will not be revised downward
DATE:  Apr 12 2025

Stock code: 688223 Stock abbreviation: JinkoSolar Announcement No.: 2025-014

Bond code: 118034 Bond abbreviation: Jingneng convertible bond

JinkoSolar Corporation

Announcement on not revising the price of the "Jingneng Convertible Bonds" to equity downwards

The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions 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:

As of April 11, 2025, the share price of JinkoSolar Co., Ltd. (hereinafter referred to as the "Company") has triggered the downward revision of the conversion price of the "Crystalline Convertible Bond".

After the deliberation of the fifteenth meeting of the second board of directors of the company, the board of directors of the company decided not to revise the transfer price downward this time. At the same time, in the next two months (i.e., from April 14, 2025 to June 13, 2025), if the downward revision condition of the conversion price of "Jingneng Convertible Bonds" is triggered again, no downward revision plan will be proposed. The next period for triggering the conversion price correction condition will start from June 16, 2025 (June 14 and 15, 2025 are non-trading days and will be extended to the next trading day).

1. Basic information of convertible corporate bonds

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 Objects" (Zheng Jian Xu Xu [2023] No. 683), the company was approved to issue 10,000.00 convertible corporate bonds to unspecified objects, each with a face value of RMB 100.00, and the total amount of funds raised was 1,000,000.00 yuan, and the duration of the convertible corporate bonds issued this time was six years from the date of issuance. That is, from April 20, 2023 to April 19, 2029.

With the approval of the Shanghai Stock Exchange's "Self-Regulatory Decision [2023] No. 101", the company's 1,000,000.00 yuan convertible corporate bonds will be listed and traded on the Shanghai Stock Exchange from May 19, 2023, with the bond abbreviation "Jingneng Convertible Bond" and the bond code "118034".

In accordance with the relevant regulations and the Prospectus for the Issuance of Convertible Corporate Bonds by JinkoSolar Co., Ltd. to Unspecified Targets (hereinafter referred to as the "Prospectus"), the conversion period of the convertible corporate bonds issued by the Company this time is from October 26, 2023 to April 19, 2029, and the initial conversion price is RMB 13.79 per share.

On July 13, 2023, the company implemented the 2022 annual equity distribution plan, with a cash dividend of RMB 0.089 (tax included) per share, and the conversion price of "Jingneng Convertible Bonds" was adjusted from RMB 13.79 per share to RMB 13.70 per share from July 14, 2023. For details, please refer to the "Announcement of JinkoSolar Co., Ltd. on Adjusting the Conversion Price of Convertible Bonds for 2022 Annual Equity Distribution" (Announcement No.: 2023-048) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on July 8, 2023.

Since the company completed the registration procedures for the first batch of shares in the first vesting period of the 2022 restricted stock incentive plan for the first time on December 6, 2023, the number of vested shares is 5,193,983 shares, accounting for a small proportion of the company's total share capital, and after calculation, the conversion price of "Jingneng Convertible Bonds" remains unchanged at 13.70 yuan per share. For details, please refer to the "Announcement of JinkoSolar Co., Ltd. on Not Adjusting the Conversion Price of "Jingneng Convertible Bonds" after the Completion of the Registration of the Vesting of Some Restricted Shares" (Announcement No.: 2023-101) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on December 8, 2023.

Due to the implementation of the 2023 annual equity distribution plan, the conversion price of "Jingneng Convertible Bonds" will be adjusted from RMB 13.70 per share to RMB 13.48 per share from June 7, 2024, as detailed in the Announcement of JinkoSolar Co., Ltd. on Implementing the 2023 Annual Equity Distribution Adjustment of the Conversion Price of "Jingneng Convertible Bonds" (Announcement No.: 2024-036) disclosed by the Company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on June 1, 2024.

2. Downward revision clause for the conversion price of convertible corporate bonds

According to the provisions of the Prospectus, the downward revision of the conversion price of the "Jingneng Convertible Bonds" is as follows:

1. Correction authority and correction range

During the duration of the convertible corporate bonds issued, when the closing price of the company's A shares is lower than 85% of the current conversion price for at least 15 trading days in any 30 consecutive trading days, the board of directors of the company has the right to propose a downward revision of the conversion price and submit it to the general meeting of shareholders of the company for deliberation and voting.

The above plan can only be implemented if it is approved by more than two-thirds of the voting rights held by shareholders present at the meeting.

When the general meeting of shareholders votes, the shareholders holding the convertible corporate bonds issued this time shall recuse themselves. The revised conversion price shall not be lower than the average trading price of the Company's A shares on the 20 trading days prior to the date of the shareholders' meeting and the average trading price of the Company's A shares on the previous trading day.

If there is a conversion price adjustment within the aforesaid 30 trading days, the conversion price and closing price before the adjustment shall be calculated on the trading day before the conversion price adjustment, and the adjusted conversion price and closing price on the trading day after the adjustment date of the conversion price.

2. Amendment Procedures

If the company decides to revise the transfer price downward, the company will publish the relevant announcement on the website of the Shanghai Stock Exchange (www.sse.com.cn) or other information disclosure media of the listed company designated by the China Securities Regulatory Commission, announcing the correction range, the share registration date and the suspension period of the share transfer (if necessary) and other relevant information. From the first trading day after the share registration date (i.e., the date of revision of the transfer price), the application for transfer of shares will be resumed and the revised transfer price will be executed. If the conversion price amendment date is on or after the transfer application date and before the record date for the conversion of shares, such transfer application shall be executed at the revised conversion price.

3. Specific instructions on not revising the price of the "Jingneng Convertible Bonds" to equity downwards

As of April 11, 2025, the closing price of the company's shares has been lower than 85% of the current conversion price for at least 15 of the 30 consecutive trading days, which has triggered the downward revision of the conversion price of "Jingneng Convertible Bonds".

The board of directors and management of the company comprehensively considered the company's development, capital market environment and many other factors, based on the confidence in the company's future development and the judgment of its intrinsic value, the company held the 15th meeting of the second board of directors on April 11, 2025, and deliberated and passed the "Proposal on Not Downward Revision of the Conversion Price of "Jingneng Convertible Bonds", with 7 votes in favor, 0 votes against and 0 abstentions.

The board of directors of the company decided not to revise the conversion price downward this time, and at the same time, if the downward revision condition of the conversion price of "Jingneng Convertible Bonds" is triggered again in the next two months (i.e., from April 14, 2025 to June 13, 2025), it will not propose a downward revision plan. The next period for triggering the downward revision of the conversion price of the "Jingneng Convertible Bonds" will be restarted from June 16, 2025 (June 14 and 15, 2025 are non-trading days and will be extended to the next trading day). Please pay attention to the investment risks.

The announcement is hereby made.

JinkoSolar Corporation

board of directors

April 12, 2025

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