FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For
the month of November, 2009
Commission
File Number: 001-33290
JA
Solar Holdings Co., Ltd.
36
Jiang Chang San Road,
Zhabei,
Shanghai, China 200436
The
People’s Republic of China
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
|
Form
20-F
|
ü
|
Form
40-F
|
|
Indicate
by check mark if the registrant is submitting the Form 6-K in papers as
permitted by Regulation S-T Rule 101(b)(1): _____
Indicate
by check mark if the registrant is submitting the Form 6-K in papers as
permitted by Regulation S-T Rule 101(b)(7): _____
Indicate
by check mark whether the registrant by furnishing the information contained in
this form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
|
Yes
|
No
|
ü
|
If
"Yes" is marked, indicate below the file number assigned to registrant in
connection with Rule 12g3-2(b): 82-__________.
N/A
This
Form 6-K consists of:
A
press release regarding financial results for the third quarter of 2009 of JA
Solar Holding Co., Ltd. (the “Registrant”), made by the Registrant in English on
November 10, 2009.
JA
Solar Announces Third Quarter 2009 Results
*
Record Q3 2009 shipments of 177MW, 130 percent growth over Q2 2009
*
Revenue of $193 million, 120 percent growth over Q2 2009
*
Gross margin of 16.7 percent, up from 11.4 percent in Q2 2009
*
Operating income of $22 million and EPS of $0.10
*
Positive operating cash flow of $42 million
*
Strong liquidity with $256 million in cash and working capital of over $483
million
*
Expects Q4 shipments to be in the range of 170MW to 200MW
SHANGHAI,
Nov. 10, 2009 -- JA Solar Holdings Co., Ltd. (Nasdaq: JASO), a leading
manufacturer of high-performance solar products, today announced financial
results for its third quarter ended Sept. 30, 2009.
Third
Quarter 2009 Results
Revenue
in the third quarter of 2009 was RMB 1.3 billion ($193.3 million), an increase
of 119.6 percent from RMB 600.7 million ($88.0 million) reported in the second
quarter of 2009 and a decrease of 37.8 percent from RMB 2.1 billion ($310.7
million) reported in the third quarter of 2008. Total shipments in
the third quarter were a record 177MW, compared with the second quarter
shipments of 77MW, representing a sequential growth of 129.9
percent. Compared with the same period last year, shipment growth was
78.8 percent, up from 99 MW in the third quarter of 2008.
"We are
pleased to report the highest quarterly shipments in our company’s history, with
increasing demand for our products worldwide,” said Baofang Jin, JA Solar's
chairman and CEO. “Our Q3 results demonstrate many advantages that JA
Solar has, including scale, technological leadership, a strong brand, high
quality products and a low cost structure, making JA Solar the preferred
supplier to many customers,“ he said.
“We
also gained significant market share during the quarter and made further
progress diversifying our customer base. JASO is the top choice for
companies that are purchasing multiple-megawatts of products in a short time,
with requirements for high conversion efficiency at a competitive price,” he
said.
Total
gross profit in the third quarter of 2009 was RMB 220.5 million ($32.3 million),
or 16.7 percent, compared with RMB 68.3 million ($10.0 million) or 11.4 percent
in the second quarter of 2009 and RMB 458.1 million ($67.1 million) or 21.6
percent in the third quarter of 2008.
Total
operating expenses in the third quarter of 2009 were RMB 72.3 million ($10.6
million), compared with RMB 177.4 million ($26.0 million) in the second quarter
of 2009 and RMB 24.8 million ($3.6 million) in the third quarter of
2008.
Included
in the third quarter of 2009 operating expenses was a non-cash stock-based
compensation charge of RMB 11.7 million ($1.7 million), compared with RMB 81.1
million ($11.9
million)
in the second quarter of 2009 and a non-cash gain of RMB 17.2 million ($2.5
million) in the third quarter of 2008.
Operating
income in the third quarter of 2009 was RMB 148.2 million ($21.7 million),
compared with an operating loss of RMB 109.0 million (a loss of $16.0 million)
in the second quarter of 2009 and operating income of RMB 433.3 million ($63.5
million) in the third quarter of 2008. Excluding the stock-based compensation
charge, the company generated an operating income of RMB 159.9 million ($23.4
million) for the third quarter of 2009.
Earnings
per diluted ADS in the third quarter of 2009 were RMB 0.66 ($0.10), compared
with net loss per diluted ADS of RMB 1.21 (a loss of $0.18) in the second
quarter of 2009 and net loss per diluted ADS of RMB 2.47 (a loss of $0.36) in
the third quarter of 2008.
Operating
cash flow for the third quarter of 2009 was a positive cash flow of RMB 288.6
million ($42.3 million), compared with RMB 194.7 million ($28.5 million) in the
second quarter of 2009 and a negative cash flow of RMB 458.1 million ($67.1
million) in the third quarter of 2008.
At
Sept. 30, 2009, JA Solar had cash and cash equivalents of RMB 1.7 billion
($256.1 million), compared with RMB 2.2 billion ($329.0 million) at June 30,
2009. The convertible bonds outstanding at Sept. 30, 2009 were RMB 1.7 billion
($253.5 million) and total long-term bank loans outstanding at Sept. 30, 2009
were RMB 680.0 million ($99.6 million). Total working capital at
Sept. 30, 2009 was RMB 3.3 billion ($483.5 million).
Fourth
Quarter and Full Year 2009 Guidance
“As
demand for solar products has improved significantly across multiple
geographies, we are seeing robust demand from our customers with improved
visibility,” said Mr. Jin.
Based
on current customer orders, the company expects the fourth quarter of 2009
shipments to be in the range of 170MW to 200MW, and full year 2009 shipments to
be in the range of 448MW to 478MW. The nameplate production capacity
by year-end 2009 is expected to be 800 MW.
Management
Change
Dr.
Qingtang Jiang has resigned from his position as Chief Technology Officer to
pursue other interests, effective Nov. 13, 2009. The company has
identified qualified candidates for the position of CTO and will
announce the new CTO when the appointment is made. “We would like to thank Dr.
Jiang for his service and contribution to JA Solar and wish him success in his
future endeavors,” said Mr. Jin.
Investor
Conference Call / Webcast Details
A
conference call has been scheduled for today, Tuesday, Nov. 10, 2009 at 8:00 am
Eastern time. The call may be accessed by dialing 1.800.299.0433 (U.S.) or
1.617.801.9712 (international). The passcode is JA Solar. A live webcast of the
conference call will be available on the company's website at
http://www.jasolar.com. A replay of the call will be available beginning two
hours after the live call and will be accessible by dialing 1.888.286.8010
(U.S.) or 1.617.801.6888 (international). The passcode for the replay is
98389633.
Currency
Convenience Translation
The
conversion of Renminbi into U.S. dollars in this release, made solely for the
convenience of the reader, is based on the noon buying rate in the city of New
York for cable transfers of Renminbi as certified for customs purposes by the
Federal Reserve Bank of New York as of Sept. 30, 2009, which was RMB 6.8262 to
$1.00. No representation is intended to imply that the Renminbi amounts could
have been, or could be, converted, realized or settled into U.S. dollars at that
rate on September 30, 2009, or at any other date. The percentages stated in this
press release are calculated based on Renminbi.
Forward-looking
Statements
This
press release contains forward-looking statements within the meaning of the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements can be identified by words such as "will," "may,"
"expect," "anticipate," "aim," "intend," "plan," "believe," "estimate,"
"potential," "continue," and other similar statements. Statements other than
statements of historical facts in this announcement are forward-looking
statements, including but not limited to, our expectations regarding the
expansion of our manufacturing capacities, our future business development, and
our beliefs regarding our production output and production outlook. These
forward-looking statements involve known and unknown risks and uncertainties and
are based on current expectations, assumptions, estimates and projections about
the Company and the industry. Further information regarding these and other
risks is included in Form 20-F and other documents filed with the Securities and
Exchange Commission. The Company undertakes no obligation to update
forward-looking statements, except as may be required by law. Although the
Company believes that the expectations expressed in these forward-looking
statements are reasonable, it cannot assure you that its expectations will turn
out to be correct, and investors are cautioned that actual results may differ
materially from the anticipated results.
About
JA Solar Holdings Co., Ltd.
JA
Solar Holdings Co., Ltd. is a leading manufacturer of high-performance solar
cells. The company sells its products to solar manufacturers worldwide, who
assemble and integrate solar cells into modules and systems that convert
sunlight into electricity for residential, commercial, and utility-scale power
generation. For more information, please visit
http://www.jasolar.com.
Contact:
Deborah
Stapleton/Alexis Pascal
Stapleton
Communications
deb@stapleton.com/alexis@stapleton.com
1.650.470.0200
|
JA
Solar Holdings Co., Ltd.
|
||||||||||||||||
|
Condensed
Consolidated Statements of Operations
|
||||||||||||||||
|
(Unaudited)
|
||||||||||||||||
|
For
three months ended
|
||||||||||||||||
|
Sept.
30, 2008
|
Jun.
30, 2009
|
Sept.
30, 2009
|
Sept.
30, 2009
|
|||||||||||||
|
RMB'000
|
RMB'000
|
RMB'000
|
USD'000
|
|||||||||||||
|
Net
revenues
|
2,120,568 | 600,729 | 1,319,238 | 193,261 | ||||||||||||
|
Cost
of sales
|
(1,662,506 | ) | (532,402 | ) | (1,098,713 | ) | (160,955 | ) | ||||||||
|
Gross
profit
|
458,062 | 68,327 | 220,525 | 32,306 | ||||||||||||
|
Selling,
general and administrative expenses
|
(17,858 | ) | (163,949 | ) | (60,574 | ) | (8,874 | ) | ||||||||
|
Research
and development expenses
|
(6,914 | ) | (13,425 | ) | (11,712 | ) | (1,716 | ) | ||||||||
|
Total
operating expenses
|
(24,772 | ) | (177,374 | ) | (72,286 | ) | (10,590 | ) | ||||||||
|
Income/(loss)
from operations
|
433,290 | (109,047 | ) | 148,239 | 21,716 | |||||||||||
|
Interest
expense
|
(63,490 | ) | (57,256 | ) | (58,432 | ) | (8,560 | ) | ||||||||
|
Change
in fair value of derivatives
|
229,052 | (52,760 | ) | 20,063 | 2,939 | |||||||||||
|
Gain/(loss)
on buyback of convertible bond
|
- | 11,044 | (212 | ) | (31 | ) | ||||||||||
|
Other
income/(expenses)
|
(35,228 | ) | 13,879 | 8,172 | 1,198 | |||||||||||
|
Impairment
on available-for-sale securities
|
(686,320 | ) | - | - | - | |||||||||||
|
Income/(loss)
before income taxes
|
(122,697 | ) | (194,140 | ) | 117,830 | 17,262 | ||||||||||
|
Income
tax expenses
|
(20,056 | ) | (605 | ) | (11,002 | ) | (1,612 | ) | ||||||||
|
Net
income/(loss)
|
(142,753 | ) | (194,745 | ) | 106,828 | 15,650 | ||||||||||
|
Net
income/(loss) per share:
|
||||||||||||||||
|
Basic
|
(0.92 | ) | (1.21 | ) | 0.66 | 0.10 | ||||||||||
|
Diluted
|
(2.47 | ) | (1.21 | ) | 0.66 | 0.10 | ||||||||||
|
Weighted
average number of shares outstanding:
|
||||||||||||||||
|
Basic
|
155,832,515 | 161,419,260 | 161,428,882 | 161,428,882 | ||||||||||||
|
Diluted
|
169,896,784 | 161,419,260 | 170,517,891 | 170,517,891 | ||||||||||||
|
JA
Solar Holdings Co., Ltd.
|
||||||||||||
|
Condensed
Consolidated Statements of Operations
|
||||||||||||
|
(Unaudited)
|
||||||||||||
|
For
nine months ended
|
||||||||||||
|
Sept.
30, 2008
|
Sept.
30, 2009
|
Sept.
30, 2009
|
||||||||||
|
RMB'000
|
RMB'000
|
USD'000
|
||||||||||
|
Net
revenues
|
4,479,278 | 2,151,651 | 315,205 | |||||||||
|
Cost
of sales
|
(3,496,909 | ) | (2,005,539 | ) | (293,800 | ) | ||||||
|
Gross
profit
|
982,369 | 146,112 | 21,405 | |||||||||
|
Selling,
general and administrative expenses
|
(154,051 | ) | (263,988 | ) | (38,673 | ) | ||||||
|
Research
and development expenses
|
(15,157 | ) | (36,074 | ) | (5,285 | ) | ||||||
|
Total
operating expenses
|
(169,208 | ) | (300,062 | ) | (43,958 | ) | ||||||
|
Income/(loss)
from operations
|
813,161 | (153,950 | ) | (22,553 | ) | |||||||
|
Interest
expense
|
(96,931 | ) | (173,844 | ) | (25,467 | ) | ||||||
|
Change
in fair value of derivatives
|
445,436 | 621 | 91 | |||||||||
|
Gain
on buyback of convertible bond
|
- | 24,649 | 3,611 | |||||||||
|
Other
income/(expenses)
|
(110,812 | ) | 13,527 | 1,982 | ||||||||
|
Impairment
on available-for-sale securities
|
(686,320 | ) | - | - | ||||||||
|
Income/(loss)
before income taxes
|
364,534 | (288,997 | ) | (42,336 | ) | |||||||
|
Income
tax benefit/(expenses)
|
(34,260 | ) | 7,811 | 1,144 | ||||||||
|
Net
income/(loss)
|
330,274 | (281,186 | ) | (41,192 | ) | |||||||
|
Net
income/(loss) per share:
|
||||||||||||
|
Basic
|
2.13 | (1.74 | ) | (0.26 | ) | |||||||
|
Diluted
|
(1.63 | ) | (1.74 | ) | (0.26 | ) | ||||||
|
Weighted
average number of shares outstanding:
|
||||||||||||
|
Basic
|
154,812,869 | 161,422,502 | 161,422,502 | |||||||||
|
Diluted
|
166,470,323 | 171,362,650 | 171,362,650 | |||||||||
|
JA
Solar Holdings Co., Ltd.
|
||||||||||||
|
Condensed
Consolidated Balance Sheets
|
||||||||||||
|
(Unaudited)
|
||||||||||||
|
December
31,
|
Sept
30,
|
|||||||||||
|
2008
|
2009
|
2009
|
||||||||||
|
RMB'000
|
RMB'000
|
USD'000
|
||||||||||
|
(Audited)
|
(Unaudited)
|
|||||||||||
|
ASSETS
|
||||||||||||
|
Current
assets:
|
||||||||||||
|
Cash
and cash equivalents
|
1,542,784 | 1,748,141 | 256,093 | |||||||||
|
Restricted
cash
|
33,061 | 84,737 | 12,413 | |||||||||
|
Short
term investment
|
421,865 | - | - | |||||||||
|
Accounts
receivable
|
355,051 | 228,505 | 33,475 | |||||||||
|
Inventories
|
591,989 | 685,211 | 100,380 | |||||||||
|
Advances
to suppliers
|
680,447 | 692,074 | 101,385 | |||||||||
|
Other
current assets
|
205,227 | 336,051 | 49,230 | |||||||||
|
Total
current assets
|
3,830,424 | 3,774,719 | 552,976 | |||||||||
|
Property
and equipment, net
|
1,369,807 | 1,560,284 | 228,573 | |||||||||
|
Advances
to suppliers
|
1,944,912 | 1,646,270 | 241,169 | |||||||||
|
Derivative
asset
|
4,485 | 6,408 | 939 | |||||||||
|
Deferred
issuance cost
|
58,953 | 41,862 | 6,133 | |||||||||
|
Other
long term assets
|
70,603 | 83,517 | 12,234 | |||||||||
|
Total
assets
|
7,279,184 | 7,113,060 | 1,042,024 | |||||||||
|
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
||||||||||||
|
Current
liabilities:
|
||||||||||||
|
Short-term
bank borrowings
|
490,000 | 10,000 | 1,465 | |||||||||
|
Accounts
payable
|
117,982 | 222,003 | 32,522 | |||||||||
|
Accrued
and other liabilities
|
262,842 | 242,134 | 35,472 | |||||||||
|
Total
current liabilities
|
870,824 | 474,137 | 69,459 | |||||||||
|
Convertible
Bond
|
1,532,600 | 1,277,081 | 187,085 | |||||||||
|
Embedded
derivatives
|
115,676 | 92,035 | 13,483 | |||||||||
|
Long-term
bank borrowings
|
- | 680,000 | 99,616 | |||||||||
|
Other
long term liabilities
|
5,185 | 22,150 | 3,245 | |||||||||
|
Total
liabilities
|
2,524,285 | 2,545,403 | 372,888 | |||||||||
|
Commitment
and Contingencies
|
||||||||||||
|
Shareholders’
equity
|
4,754,899 | 4,567,657 | 669,136 | |||||||||
|
Total
liabilities and shareholders’ equity
|
7,279,184 | 7,113,060 | 1,042,024 | |||||||||
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the under-signed, thereunto duly
authorized.
|
JA
Solar Holdings Co., Ltd.
|
|||
|
By
|
/s/
Baofang
Jin
|
||
|
Name:
|
Baofang
Jin
|
||
|
Title:
|
Chief
Executive Officer
|
||
Date:
November 10, 2009