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, 2008
(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 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
JA
Solar Holdings Co., Ltd.
Jinglong
Group Industrial Park
Jinglong
Street
Ningjin,
Hebei Province 055550
The
People’s Republic of China
This
Form 6-K consists of:
A
press release made in English by JA Solar Holding Co., Ltd. (the
“Registrant”) on November 12, 2008 regarding the Registrant’s reports of third
quarter 2008 results.
2
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/
Huaijin
Yang
Name: Huaijin
Yang
Title: Chief
Executive Officer
Date:
November 12, 2008
3
JA
Solar Reports Third Quarter 2008 Results
Third
Quarter 2008 Highlights
*
Revenue increased 149 percent to RMB 2.12 billion or $312.3
million,
compared
with RMB 850.0 million or $125.2 million in Q3
2007
*
Total gross profit increased 130 percent to RMB 458.1 million or $67.5
million,
compared
with RMB 199.3 million or $29.4 million in Q3 2007
*
Gross margin of 21.6 percent, compared with 23.45 percent in Q3 2007
and
23.3
percent in Q2 2008
*
Income from operations increased 154 percent to RMB 433.3 million
or
$63.8 million, compared with RMB 170.4 million or $25.1 million in Q3
2007
*
GAAP net loss of RMB 0.92 or a loss of $0.13 per basic ADS and
fully
diluted ADS of RMB 2.47 or $0.36, compared with basic
ADS
net income of RMB 1.20 or $0.18 and fully diluted ADS of RMB 1.18
or
$0.17 in Q3 2007
*
Non-GAAP net income of RMB 1.75 or $0.26 per basic ADS and
fully
diluted ADS of RMB 1.61 or $0.24, adjusted for stock-
based
compensation, change in fair value of certain non-cash
derivative
gain and loss and impairment loss on available-for-sale securities
(Please
refer to reconciliation on page 9)
*
Shipped 99.1 MW of solar cells during the quarter, compared with
43.8
MW in Q3 2007
*
Cash and cash equivalents were RMB 1.69 billion or $248.8 million.
Hebei,
China, Nov. 12, 2008 -- JA Solar Holdings Co., Ltd., (Nasdaq:JASO) a
fast-growing manufacturer of high-performance solar cells, today reported
financial results for its third quarter ended Sept. 30, 2008.
“We are
pleased with our third quarter results, in which revenue, gross profit and
income from operations increased sequentially. We shipped 99.1 MW of solar
cells, more than twice the amount we shipped in the same quarter a year ago,”
said Samuel Yang, chief executive officer of JA Solar.
"JA
Solar will remain a strong industry player, but we realize we are not immune
from the worldwide financial situation. We will be conservative as we ramp
production, but we will be aggressive in securing strategic partnerships and in
enhancing our customer and supplier relationships to extend our industry
leadership.
1
“Looking
ahead, we expect that our tolling business, which carries with it a lower ASP,
will represent an increasing portion of our revenue in the coming
quarters. Our fourth quarter 2008 and full year 2009 guidance reflect
the assumption of the increased tolling revenue.
"We are
carefully managing the company for continued profitability in 2009. With our low
cost basis, strong support from our suppliers, and ongoing success in
broadening and diversifying our customer base, we believe we
can achieve gross margins of at least 16 percent for the full
year of 2009, with upside likely as we solidify and strengthen our
operations during these uncertain times. JA Solar will continue to
prosper, even if the current market conditions remain for an extended period. We
will be able to capitalize on opportunities that weaker companies leave behind,
and extend our market share and profitability even further," he
said.
Third
Quarter 2008 Results
Summary
of megawatts produced and shipped (includes cell processing
service)
|
Three
months ended
|
|||
|
Megawatts
|
September
30, 2007
|
June
30, 2008
|
September
30, 2008
|
|
Produced
|
44.6
MW
|
66.1
MW
|
102.9
MW
|
|
Shipped
|
43.8
MW
|
65.7
MW
|
99.1
MW
|
|
Cost
per watt excluding wafer cost
|
US$
0.224/Wp
|
US$
0.205/Wp
|
US$
0.234/Wp
|
Total
revenue in the third quarter of 2008 was RMB 2.12 billion or $312.3 million, an
increase of 149.5 percent from third quarter of 2007 revenue of RMB 850.0
million or $125.2 million, and an increase of 71.5 percent from the second
quarter of 2008 revenue of RMB 1.24 billion or $182.1 million.
Total
gross profit in the third quarter of 2008 was RMB 458.1 million or $67.5
million, compared with RMB 199.3 million or $29.4 million in the third quarter
2007, and RMB 288.4 million or $42.5 million in the second quarter 2008. Gross
margin was 21.6 percent in the third quarter 2008, compared with 23.45 percent
in the third quarter 2007, and 23.3 percent in the second quarter
2008.
Interest
expense in the third quarter of 2008 was RMB 63.5 million or $9.4 million,
compared with RMB 1.3 million or $0.19 million in the third quarter of 2007.
This compares with RMB 32.9 million or $4.9 million in the second quarter of
2008.
Net
loss available to ordinary shareholders in the third quarter 2008 was RMB 142.8
million or $21.0 million, compared with net profit of RMB 165.9 million or $24.4
million in the third quarter 2007, and RMB 318.6 million or $46.9 million in the
second quarter 2008.
Basic
and diluted loss per ADS was RMB 0.92 or $0.13 and RMB 2.47 or $0.36,
respectively. This compares with basic and diluted net income per ADS of RMB
1.20 or $ 0.18 and RMB 1.18
2
or $
0.17, respectively, in the same period of 2007; and RMB 2.06 or $0.30 and RMB
-0.04 or $-0.01, respectively, in the second quarter 2008.
The
bankruptcy of Lehman Brothers and its affiliates had a material impact on our
third quarter net income and EPS. Firstly, the company recorded a
$100 million other than temporary impairment adjustment against short term
investments purchased from Lehman Brothers Treasury Co. B.V. ("Lehman Treasury")
due to its bankruptcy and related default on repayment of this investment at
maturity of 9th October 2008. Further in connection with the senior
convertible notes offering, JA Solar entered into a 6.56 million share lending
agreement with Lehman Brothers International (Europe) ("Lehman Europe"). Under
the share lending agreement with Lehman Europe, the shares must be returned to
the Company no later than May 15, 2013, the maturity date of the senior notes.
Until that time, the shares are considered to be issued and outstanding for
corporate law purposes. Under current accounting rules, since there was an
obligation of Lehman Europe to return the borrowed shares, such shares would
have been excluded from the company's per share calculation. However, due to the
recent bankruptcy filing by Lehman Europe, the Company will now include these
shares in its per share calculation on a weighted average basis. Approximately
1.1 million shares were included in the per share computation for the third
quarter related to the Lehman Europe share lending arrangement. Also in
connection with the senior note offering, JA Solar entered into a capped call
transaction with Lehman Brothers OTC Derivatives Inc. ("Lehman OTC") and the
company recorded a $7.35 million loss in Q3 given Lehman OTC
bankruptcy.
The
third quarter 2008 included share-based compensation expense of RMB -18.1
million or -$2.7 million, including a reversal of RMB 52.6 million in previously
recognized stock-based compensation for the resignation of COO Dr. Sun and other
employees in the third quarter of 2008.
In the
third quarter 2008, on a non-GAAP basis, adjusted to exclude stock-based
compensation, changes in fair value of the embedded derivatives underlying the
senior convertible notes and capped call options, and impairment loss on
available-for-sale securities, non-GAAP basic and diluted net income per ADS
were RMB 1.75 or $0.26 and RMB 1.61 or $0.24, respectively. This compares with
non-GAAP basic and diluted net income per ADS of RMB 1.31 or $0.19 and RMB 1.29
or $0.19, respectively, in the same period of 2007; and RMB 1.04 or $0.15 and
RMB 0.99 or $0.15, respectively, in the second quarter 2008. Please refer to
Note 3 set forth at the
end of this release.
Third
Quarter 2008 Balance Sheet
At
Sept. 30, 2008, JA Solar had cash and cash equivalents of RMB 1.69 billion or
$248.8 million, compared with RMB 794.1 million or $117.0 million at the end of
the third quarter 2007, and RMB 3.57 billion or $525.1 million at the end of the
second quarter 2008.
Capital
expenditures were RMB 142.5 million or $21.0 million in the third quarter 2008,
compared with RMB 144.3 million or $21.2 million in the third quarter 2007, and
RMB 264.1 million or $38.9 million in the second quarter 2008. Depreciation and
amortization expenses in the third quarter 2008 were RMB 23.7 million or $3.5
million, as compared with RMB 10.7 million or $1.6 million in the third quarter
2007, and RMB 16.4 million or $2.4 million in the second quarter
2008.
3
“In the
third quarter, operating profit more than doubled both sequentially and year
over year, demonstrating our ongoing strong financial performance and controls,”
said Daniel Lui, chief financial officer of JA Solar.
“We
ended the quarter with a strong cash position of RMB 1.69 billion or $248.8
million. We believe that the combination of cash on hand with an
average operating cash flow of at least 10 percent as a percentage of revenue,
will be more than enough to finance our production ramp, including the
pre-payments to suppliers, throughout 2009,” he said. “We will be cautious as we
build out new production lines, but we will continue to invest in process
improvements to enable future cost reductions. In the fourth quarter
and in 2009, we continue to expect to generate net cash inflows from
operations.
"Liquidity
of the company is and will stay strong in the foreseeable future. Not only do we
receive strong credit support from local banks, future minimum prepayment
obligations are expected to be substantially less than the contractual $260
million as the silicon material/wafer supplies become abundant as a result of
the global market downturn. Further, to achieve 1GW nameplate capacity by the
end of 2009, an additional investment of only RMB 850 million or $125 million
would be necessary. We expect to invest approximately RMB 210 million or $30.9
million in R&D throughout next year. But as Samuel said, we will be cautious
in our production ramps and capacity expansion, as we wait to see how orders are
flowing before we commit new capital," he said.
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, 2008, which was RMB 6.7899 to
$1.0000. 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 Sept. 30, 2008, or at any other date. The percentages stated in this
press release are calculated based on Renminbi.
2008
Outlook
Based
on current market conditions, the devaluation of the Euro and other global
financial uncertainties, the company expects revenue for the fourth quarter to
be approximately RMB 1.3 billion or $191.5 million to RMB 1.5 billion or $220.9
million. The gross margin in the fourth quarter is expected to be between 5 and
7 percent; non-GAAP earnings per basic and diluted ADS are expected to be
approximately break-even.
JA Solar’s target for total production
output has been updated to 310 MW for 2008, with the nameplate annual production
expected to be 600 MW by the end of this year.
2009
Outlook
The
company updated 2009 guidance based
on market forecasts and the financial environment. For the full year
2009, revenue is expected to be in the range of RMB 10.0 billion or $1.5 billion
to RMB 11.6 billion or $1.7 billion. Full-year gross margins are expected to be
at least 16 percent. Non-GAAP earnings per basic ADS are expected to be at least
1.00 and diluted ADS are expected to be $0.90.
4
Total
production output is expected to be approximately 800MW with total production
capacity projected to exceed 1GW by the end of 2009.
Investor
Conference Call / Webcast Details
A
conference call has been scheduled for today, Wednesday, Nov. 12, 2008 at 8:00
am Eastern time. The call may be accessed by dialing 1.888.989.3484 or
1.517.308.9407 (international). The passcode is JA Solar. A live webcast of the
conference call will be available on the company's website at www.jasolar.com. A
replay of the call will be available beginning two hours after the live call and
will be accessible by dialing 1.800.944.1558 or 1.203.369.3871 (international).
The passcode for the replay is 5276 (JASO).
About
JA Solar Holdings Co., Ltd.
Based
in Hebei, JA Solar Holdings Co., Ltd. is a fast-growing manufacturer of
high-performance solar cells. The company sells its products to solar module
manufacturers who assemble and integrate its solar cells into modules and
systems that convert sunlight into electricity. For more information, please
visit http://www.jasolar.com.
Forward-looking
Statement
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 our registration statement on Form F-1 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
Non-GAAP Financial Measures
To
supplement its consolidated financial results presented in accordance with GAAP,
JA Solar uses the following non-GAAP measures which are adjusted from the most
directly comparable GAAP results to exclude items related to share-based
compensation, change in fair value of the embedded derivatives underlying the
senior convertible notes and capped call options and impairment loss on
available-for-sale securities which arose from the company's stock price
movement. JA Solar believes that non-GAAP information is useful for analysts and
investors to evaluate JA Solar's future on-going performance because they enable
a more meaningful comparison of JA Solar's projected cash earnings and
performance with its peers and historical results from prior periods. This
information is not intended to represent funds available for JA Solar's
discretionary use and not intended to represent or to be used as a substitute
for gross
5
profit/margin,
operating expenses, operating income or net income as measured under GAAP. This
non-GAAP measure is not in accordance with or an alternative for GAAP financial
data, the non-GAAP results should be reviewed together with the GAAP results and
are not intended to serve as a substitute for results under GAAP, and may be
different from non-GAAP measures used by other companies. For more information
on this non-GAAP financial measure, please see the tables captioned "Note 3.
Reconciliation of non-GAAP results of operations measure to the nearest
comparable GAAP measures" set forth at the end of this release and which shall
be read together with the preceding financial statements prepared under
GAAP.
|
In the
U.S.
Deborah
Stapleton/Alexis Pascal
Stapleton
Communications
deb@stapleton.com/alexis@stapleton.com
1.650.470.0200
|
6
|
JA
Solar Holdings Co., Ltd.
|
|||||||||||
|
Condensed
Consolidated Statements of Operations
|
|||||||||||
|
(Unaudited)
|
|||||||||||
|
Three
months ended
|
|||||||||||
|
September
30, 2007
|
June
30, 2008
|
September
30, 2008
|
|||||||||
|
RMB
|
USD
|
RMB
|
USD
|
RMB
|
USD
|
||||||
|
Net
revenues
|
|||||||||||
|
Solar
products to third parties
|
803,948,453
|
118,403,578
|
992,414,128
|
146,160,345
|
1,864,733,731
|
274,633,460
|
|||||
|
Solar
products to related parties
|
4,235,069
|
623,731
|
181,649,316
|
26,752,871
|
214,150,867
|
31,539,620
|
|||||
|
Solar
cells processing
|
41,811,183
|
6,157,850
|
62,613,837
|
9,221,614
|
41,683,479
|
6,139,042
|
|||||
|
Total
revenues
|
849,994,705
|
125,185,159
|
1,236,677,281
|
182,134,830
|
2,120,568,077
|
312,312,122
|
|||||
|
Cost
of revenues
|
|
|
|
|
|
|
|||||
|
Solar
products
|
(639,550,780)
|
(94,191,487)
|
(925,093,577)
|
(136,245,538)
|
(1,647,376,134)
|
(242,621,561)
|
|||||
|
Solar
cells processing
|
(11,112,156)
|
(1,636,571)
|
(23,134,255)
|
(3,407,157)
|
(15,129,810)
|
(2,228,282)
|
|||||
|
Total
cost of revenues
|
(650,662,936)
|
(95,828,058)
|
(948,227,832)
|
(139,652,695)
|
(1,662,505,944)
|
(244,849,843)
|
|||||
|
Gross
profit
|
199,331,769
|
29,357,101
|
288,449,449
|
42,482,135
|
458,062,133
|
67,462,279
|
|||||
|
Selling,
general and administrative expenses
|
(27,813,372)
|
(4,096,286)
|
(66,587,857)
|
(9,806,898)
|
(17,858,354)
|
(2,630,135)
|
|||||
|
Research
and development expenses
|
(1,109,276)
|
(163,371)
|
(5,545,808)
|
(816,773)
|
(6,914,040)
|
(1,018,283)
|
|||||
|
Total
operating expenses
|
(28,922,648)
|
(4,259,657)
|
(72,133,665)
|
(10,623,671)
|
(24,772,394)
|
(3,648,418)
|
|||||
|
Income
from operations
|
170,409,121
|
25,097,444
|
216,315,784
|
31,858,464
|
433,289,739
|
63,813,861
|
|||||
|
Interest
expense
|
(1,321,305)
|
(194,599)
|
(32,948,109)
|
(4,852,518)
|
(63,490,476)
|
(9,350,723)
|
|||||
|
Interest
income
|
13,992,625
|
2,060,800
|
14,219,824
|
2,094,261
|
13,811,446
|
2,034,116
|
|||||
|
Foreign
exchange loss
|
(18,952,072)
|
(2,791,215)
|
(35,985,949)
|
(5,299,923)
|
(40,772,184)
|
(6,004,828)
|
|||||
|
Other
income
|
1,735,985
|
255,672
|
151,348
|
22,290
|
51,814
|
7,631
|
|||||
|
Loss
from sale of investments
|
-
|
-
|
(13,667,739)
|
(2,012,951)
|
(8,319,520)
|
(1,225,279)
|
|||||
|
Change
in fair value of derivatives (see note 1)
|
-
|
-
|
175,661,767
|
25,871,039
|
229,051,739
|
33,734,185
|
|||||
|
Impairment
on available-for-sale securities
|
-
|
-
|
-
|
|
(686,320,000)
|
(101,079,545)
|
|||||
|
Income/
(loss) before income taxes
|
165,864,354
|
24,428,102
|
323,746,926
|
47,680,662
|
(122,697,442)
|
(18,070,582)
|
|||||
|
Income
tax benefit/ (expense)
|
-
|
-
|
(5,186,955)
|
(763,922)
|
(20,055,640)
|
(2,953,746)
|
|||||
|
Net
income/ (loss) available to ordinary
shareholders
|
165,864,354
|
24,428,102
|
318,559,971
|
|
46,916,740
|
(142,753,082)
|
(21,024,328)
|
||||
|
Net
income/ (loss) per ordinary shares (see note 2)
|
|||||||||||
|
Basic
|
1.20
|
0.18
|
2.06
|
0.30
|
(0.92)
|
(0.13)
|
|||||
|
Diluted
|
1.18
|
0.17
|
(0.04)
|
(0.01)
|
(2.47)
|
(0.36)
|
|||||
|
|
|
||||||||||
|
Weighted
average number of ordinary shares outstanding:
|
|
|
|||||||||
|
Basic
|
138,270,000
|
138,270,000
|
154,519,808
|
154,519,808
|
155,832,515
|
155,832,515
|
|||||
|
Diluted
|
140,095,013
|
140,095,013
|
163,688,037
|
163,688,037
|
169,896,784
|
169,896,784
|
|||||
|
Net
income/ (loss) per ADS (see note 2)
|
|||||||||||
|
Basic
|
1.20
|
0.18
|
2.06
|
0.30
|
(0.92)
|
(0.13)
|
|||||
|
Diluted
|
1.18
|
0.17
|
(0.04)
|
(0.01)
|
(2.47)
|
(0.36)
|
|||||
|
Weighted
average number of ADS outstanding:
|
|||||||||||
|
Basic
|
138,270,000
|
138,270,000
|
154,519,808
|
154,519,808
|
155,832,515
|
155,832,515
|
|||||
|
Diluted
|
140,095,013
|
140,095,013
|
163,688,037
|
163,688,037
|
169,896,784
|
169,896,784
|
|||||
|
Each
ADS represents 1 ordinary share
|
|||||||||||
7
|
JA
Solar Holdings Co., Ltd.
|
|||||||
|
Condensed
Consolidated Balance Sheets
|
|||||||
|
December
31, 2007
|
September
30, 2008
|
||||||
|
RMB
|
USD
|
RMB
|
USD
|
||||
|
(Audited)
|
(Conversion)
|
(Unaudited)
|
(Conversion)
|
||||
|
ASSETS
|
|||||||
|
Current
assets
|
|||||||
|
Cash
and cash equivalents
|
1,145,032,918
|
168,637,670
|
1,688,999,291
|
248,751,718
|
|||
|
Available-for-sale
securities
|
803,121,383
|
118,281,769
|
542,341,000
|
79,874,667
|
|||
|
Accounts
receivables from third party customers
|
28,819,554
|
4,244,474
|
378,814,765
|
55,790,921
|
|||
|
Accounts
receivables from related party customers
|
24,730,689
|
3,642,276
|
78,015,000
|
11,489,860
|
|||
|
Inventories
|
157,334,310
|
23,171,815
|
359,077,652
|
52,884,085
|
|||
|
Advances
to related party suppliers
|
389,871,684
|
57,419,356
|
529,667,967
|
78,008,213
|
|||
|
Advances
to third party suppliers
|
898,722,659
|
132,361,693
|
1,168,978,017
|
172,164,246
|
|||
|
Other current
assets
|
42,315,074
|
6,232,061
|
35,216,349
|
5,186,578
|
|||
|
Deferred tax
assets
|
1,214,246
|
178,831
|
4,199,437
|
618,483
|
|||
|
Total current
assets
|
3,491,162,517
|
514,169,945
|
4,785,309,478
|
704,768,771
|
|||
|
Property
and equipment, net
|
532,011,999
|
78,353,437
|
1,095,803,851
|
161,387,333
|
|||
|
Intangible
asset, net
|
6,687,677
|
984,945
|
6,079,077
|
895,312
|
|||
|
Deferred
tax assets
|
4,355,369
|
641,448
|
11,336,087
|
1,669,551
|
|||
|
Advances
to third party suppliers
|
536,332,174
|
78,989,701
|
1,146,765,923
|
168,892,904
|
|||
|
Derivative
assets-capped call options
|
-
|
-
|
25,058,249
|
3,690,518
|
|||
|
Deferred
issuance cost
|
-
|
-
|
75,263,349
|
11,084,603
|
|||
|
Total
assets
|
4,570,549,736
|
673,139,477
|
7,145,616,014
|
1,052,388,992
|
|||
|
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
|
Current
liabilities:
|
|
|
|
||||
|
Short-term
bank borrowings
|
200,000,000
|
29,455,515
|
-
|
-
|
|||
|
Accounts
payable to third parties
|
10,119,234
|
1,490,336
|
44,884,001
|
6,610,406
|
|||
|
Tax
payables
|
342,025
|
50,373
|
27,460,168
|
4,044,267
|
|||
|
Advances
from third parties customers
|
70,285,896
|
10,351,536
|
68,796,539
|
10,132,187
|
|||
|
Other
payables to third parties
|
16,841,500
|
2,480,375
|
156,131,990
|
22,994,741
|
|||
|
Payroll
and welfare payable
|
6,364,403
|
937,334
|
17,165,811
|
2,528,139
|
|||
|
Accrued
expenses
|
15,279,750
|
2,250,365
|
54,497,616
|
8,026,277
|
|||
|
Amounts
due to related parties
|
113,890,220
|
16,773,475
|
14,633,653
|
2,155,209
|
|||
|
Interest
payable
|
-
|
-
|
46,115,325
|
6,791,753
|
|||
|
Total
current liabilities
|
433,123,028
|
63,789,309
|
429,685,103
|
63,282,979
|
|||
|
Accrued
warranty cost
|
929,170
|
136,846
|
2,963,648
|
436,479
|
|||
|
Convertible
bonds payable
|
-
|
-
|
1,868,383,037
|
275,170,921
|
|||
|
Embedded
derivatives
|
-
|
-
|
273,822,928
|
40,327,977
|
|||
|
Total
liabilities
|
434,052,198
|
63,926,155
|
2,574,854,716
|
379,218,356
|
|||
|
Commitment
and Contingencies
|
-
|
-
|
-
|
-
|
|||
|
Shareholders’
equity:
|
-
|
-
|
-
|
||||
8
|
Ordinary
shares(US$0.0001 par value; 493,480,000 shares authorized 154,058,000 and
167,888,020 shares issued and outstanding as of December 31, 2007 and
September 30, 2008)
|
123,307
|
18,160
|
123,799
|
18,233
|
|||
|
Additional
paid-in capital
|
3,655,194,120
|
538,328,123
|
3,753,621,468
|
552,824,264
|
|||
|
Statutory
reserve
|
71,617,912
|
10,547,712
|
71,617,912
|
10,547,712
|
|||
|
Accumulated
earnings
|
417,203,191
|
61,444,674
|
747,477,654
|
110,086,696
|
|||
|
Accumulated
other comprehensive income
|
(7,640,992)
|
(1,125,347)
|
(2,079,535)
|
(306,269)
|
|||
|
Total
shareholders’ equity
|
4,136,497,538
|
609,213,322
|
4,570,761,298
|
673,170,636
|
|||
|
Total
liabilities and shareholders’ equity
|
4,570,549,736
|
673,139,477
|
7,145,616,014
|
1,052,388,992
|
Note
1. Change in fair value of derivatives
|
|
Three
months ended, September 30, 2007
|
Three
months ended, September 30, 2007
|
Three
months ended, June 30, 2008
|
Three
months ended, June 30, 2008
|
Three
months ended, September 30, 2008
|
Three
months ended, September 30, 2008
|
|
|
In
RMB
|
In
USD
|
In
RMB
|
In
USD
|
In
RMB
|
In
USD
|
|
Change
in fair value of embedded foreign currency derivatives
|
-
|
-
|
(25,845,420)
|
(3,806,451)
|
(24,128,575)
|
(3,553,598)
|
|
Change
in fair value of capped call options
|
-
|
-
|
(125,254,486)
|
(18,447,176)
|
(75,774,466)
|
(11,159,880)
|
|
Change
in fair value of embedded derivatives underlying senior convertible
notes
|
-
|
-
|
326,761,673
|
48,124,666
|
328,954,780
|
48,447,663
|
|
Total
|
-
|
-
|
175,661,767
|
25,871,039
|
229,051,739
|
33,734,185
|
Note
2. Net income per ADS on a fully diluted basis
|
|
Three
months ended, September 30, 2007
|
Three
months ended, September 30, 2007
|
Three
months ended, June 30, 2008
|
Three
months ended, June 30, 2008
|
Three
months ended, September 30, 2008
|
Three
months ended, September 30, 2008
|
|
|
In
RMB
|
In
USD
|
In
RMB
|
In
USD
|
In
RMB
|
In
USD
|
|
Net
income/ (loss), Basic
|
165,864,354
|
24,428,100
|
318,559,971
|
46,916,740
|
(142,753,082)
|
(21,024,328)
|
|
Change
in fair value of embedded derivatives underlying senior convertible
notes
|
-
|
-
|
(326,761,672)
|
(48,124,666)
|
(328,954,780)
|
(48,447,663)
|
|
Foreign
exchange gain on senior convertible notes
|
-
|
-
|
(31,721,331)
|
(4,671,841)
|
(10,983,426)
|
(1,617,612)
|
|
Accretion
of non-cash interest charge on senior convertible notes
|
-
|
-
|
16,541,320
|
2,436,165
|
32,885,854
|
4,843,349
|
|
Amortization
of deferred issuance cost in relation to senior convertible
notes
|
-
|
-
|
973,815
|
143,421
|
1,936,045
|
285,136
|
|
4.5%
interest expenses of senior convertible notes
|
-
|
-
|
15,432,975
|
2,272,931
|
28,668,577
|
4,222,238
|
|
Net
income/ (loss), Diluted
|
165,864,354
|
24,428,100
|
(6,974,922)
|
(1,027,250)
|
(419,200,812)
|
(61,738,880)
|
9
|
Weighted
average number of ordinary shares and ADS outstanding:
|
||||||
|
Basic
|
138,270,000
|
138,270,000
|
154,519,808
|
154,519,808
|
155,832,515
|
155,832,515
|
|
Diluted
|
140,095,013
|
140,095,013
|
163,688,037
|
163,688,037
|
169,896,784
|
169,896,784
|
|
Net
income/ (loss) per ordinary shares and per ADS:
|
||||||
|
Basic
|
1.20
|
0.18
|
2.06
|
0.30
|
(0.92)
|
(0.13)
|
|
Diluted
|
1.18
|
0.17
|
(0.04)
|
(0.01)
|
(2.47)
|
(0.36)
|
|
Weighted
average ordinary shares and ADS excludes 6,562,760 ADSs borrowed by
affiliates of the joint book-running managers in connection with the May
2008 senior convertible notes offering. The Company believes that under
U.S. GAAP the ADSs borrowed are not to be considered outstanding for the
purpose of computing and reporting our net income per ordinary share and
per ADS.
|
||||||
Note
3. Reconciliation of non-GAAP results of operations measures to the nearest
comparable GAAP measures
|
|
Three
months ended, September 30, 2007
|
Three
months ended, September 30, 2007
|
Three
months ended, June 30, 2008
|
Three
months ended, June 30, 2008
|
Three
months ended, September 30, 2008
|
Three
months ended, September 30, 2008
|
|
|
In
RMB
|
In
USD
|
In
RMB
|
In
USD
|
In
RMB
|
In
USD
|
|
GAAP
Net Income/ (loss)
|
165,864,354
|
24,428,100
|
318,559,971
|
46,916,740
|
(142,753,082)
|
(21,024,328)
|
|
Stock
based compensation
|
15,060,822
|
2,218,121
|
44,268,934
|
6,519,821
|
(17,244,925)
|
(2,539,791)
|
|
Change
in fair value of capped call options
|
-
|
-
|
125,254,486
|
18,447,176
|
75,774,466
|
11,159,880
|
|
Change
in fair value of embedded derivatives underlying senior convertible
notes
|
-
|
-
|
(326,761,672)
|
(48,124,666)
|
(328,954,780)
|
(48,447,663)
|
|
Impairment
loss on available-for-sale securities
|
-
|
-
|
-
|
-
|
686,320,000
|
101,079,545
|
|
|
|
|
|
|
|
|
|
Non-GAAP
Net income
|
180,925,176
|
26,646,221
|
161,321,719
|
23,759,071
|
273,141,679
|
40,227,643
|
|
|
|
|
|
|
|
|
|
Non-GAAP
Net income Basic
|
180,925,176
|
26,646,221
|
161,321,719
|
23,759,071
|
273,141,679
|
40,227,643
|
|
Foreign
exchange gain on senior convertible notes
|
-
|
-
|
(31,721,331)
|
(4,671,841)
|
(10,983,426)*
|
(1,617,612)*
|
|
Amortization
of deferred issuance cost
|
-
|
-
|
973,815
|
143,421
|
1,936,045*
|
285,136*
|
|
Accretion
on senior convertible notes
|
-
|
-
|
16,541,320
|
2,436,165
|
32,885,854
*
|
4,843,349*
|
|
4.5%
interest expenses of senior convertible notes
|
-
|
-
|
15,432,975
|
2,272,931
|
28,668,577*
|
4,222,238*
|
|
Non-GAAP
Net income Diluted
|
180,925,176
|
26,646,221
|
162,548,498
|
23,939,747
|
273,141,679
|
40,227,643
|
|
Weighted
average number of ordinary shares and ADS outstanding:
|
|
|
|
|
|
|
|
Basic
|
138,270,000
|
138,270,000
|
154,519,808
|
154,519,808
|
155,832,515
|
155,832,515
|
|
Diluted
|
140,095,013
|
140,095,013
|
163,688,037
|
163,688,037
|
169,896,784
|
169,896,784
|
10
|
|
|
|
|
|
|
|
|
Non-GAAP
Net income per ordinary shares and per ADS:
|
||||||
|
Basic
|
1.31
|
0.19
|
1.04
|
0.15
|
1.75
|
0.26
|
|
Diluted
|
1.29
|
0.19
|
0.99
|
0.15
|
1.61
|
0.24
|
|
These
potentially dilutive securities were not include in the calculation of
dilutive earnings per share because of their anti-dilutive
effect
|
||||||
11