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, 2007
(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 X
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 X
(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 of third quarter 2007 results of JA Solar Holding Co.,
Ltd. (the “Registrant”), made by the Registrant in English on
November 9, 2007.
JA
Solar Reports Third Quarter 2007 Results
|
l
|
Total
revenues for 3Q07 of RMB 850.0 million (US$ 113.4 million) compared
to
revenues of RMB 248.0 million (US$ 33.1 million) for
3Q06
|
|
l
|
3Q07 net
income of RMB 3.55 (US$ 0.47) per diluted ADS compared to RMB
0.16 (US$ 0.02 ) per diluted ADS in
3Q06
|
|
l
|
Based
on demand forecasts the Company expects production capacity of
425
MW per annum by the end of
2008
|
|
l
|
Company
raises full year guidance and production
outlook
|
Hebei,
China, November 9, 2007– JA Solar Holdings Co., Ltd. (“JA Solar”, “the
Company”) (NASDAQGM: JASO) today reported financial results for the third
quarter ended September 30, 2007.
Third
Quarter 2007 Results
Total
revenues for the third quarter 2007 were RMB 850.0 million (US$ 113.4 million),
compared to revenues of RMB 248.0 million (US$ 33.1 million) for the third
quarter 2006, and RMB 457.0 million (US$ 61.0 million) for the second quarter
2007. The third quarter 2007 revenues included solar cell processing
service revenue of RMB 41.8 million (US$ 5.6 million), compared to nil in
the
third quarter 2006 and RMB 26.2 million (US$ 3.5 million) in the second quarter
2007.
Total
gross profit for the third quarter 2007 was RMB 199.3 million (US$ 26.6
million), including solar cell processing service profit of RMB 30.7 million
(US$ 4.1 million). Total gross margin was 23.45% for the third
quarter 2007, compared to 24.10% for the second quarter
2007. Excluding solar cell processing service gross profit, our gross
margin was 20.87% in the third quarter 2007, compared to 20.96% in the second
quarter 2007.
Net
income available to ordinary shareholders for the third quarter 2007 was
RMB
165.9 million (US$ 22.1 million) compared to a net income available to ordinary
shareholders of RMB 4.1 million (US$ 0.55 million) for the third quarter
2006,
and net income available to ordinary shareholders of RMB 75.7 million (US$
10.1
million) for the second quarter 2007.
For
the
third quarter 2007 basic and diluted earnings per ADS were RMB 3.60 (US$
0.48)
and RMB 3.55 (US$ 0.47) respectively. Each ADS represents three of our ordinary
shares.
The
2007 third quarter included share-based compensation expense of RMB 15.1
million
(US$ 2.0 million), or RMB 0.32 (US$ 0.04) per diluted ADS.
Capital
expenditures were RMB 144.3 million (US$ 19.3 million) in the third quarter
2007, as compared to RMB 47.4 million (US$ 6.3 million) in the second quarter
2007 and RMB 26.8 million (US$ 3.6 million) in the third quarter
2006. Depreciation and amortization expenses in
the
third quarter 2007 were RMB 10.7 million (US$ 1.4 million), as compared to
RMB
6.3 million (US$ 0.8 million) in the second quarter 2007 and RMB 4.0 million
(US$ 0.5 million) in the third quarter 2006.
As
of
September 30, 2007, JA Solar had cash and cash equivalents of RMB 0.8 billion
(US$ 106.0 million) compared with RMB 1.6 billion (US$ 209.0 million) at
the end
of the second quarter 2007. Short term debt remained at RMB 150.0
million (US$ 20.0 million) at the end of the third quarter 2007.
Set
out
below is a summary of megawatts produced and shipped (including processing
service):
|
Three
months ended
|
|||
|
Megawatts
|
September
30, 2006
|
June
30, 2007
|
September
30, 2007
|
|
Produced
|
9.7MW
|
22.6MW
|
44.6MW
|
|
Shipped
|
9.2MW
|
24.0MW
|
43.8MW
|
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 September 28, 2007, which was RMB
7.4928
to US$ 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 September 28, 2007, or at any other date.
The
percentages stated in this press release are calculated based on
Renminbi.
Samuel
Yang, JA Solar’s Chief Executive Officer, said, “We continue to successfully
ramp the company’s sales growth, while executing our aggressive capacity
expansion. In the third quarter we announced a series of important
supply deals, and selectively strengthened our customer
partnerships. We continue to gain confidence in our business and
execution. In order to support the expected growth, we recently
enhanced our operation, sales and marketing teams with the addition of several
experienced executives.”
Herman
Zhao, JA Solar’s Chief Financial Officer, said, “Gross margin was essentially
steady, even though we incurred much higher operating costs to achieve our
revenue growth in the third quarter 2007. In October 2007 we completed a
follow-on offering of our ADR’s, with net proceeds of US$198
million. The additional proceeds have strengthened our balance sheet
and given us added leverage in negotiating with suppliers and added confidence
in executing our expansion plan.”
Company
Raises Financial Outlook
Based
on current market conditions and customer forecasts, the Company is raising
its
production outlook to 120MW from 110MW for 2007. This would result in
revenues for the full year of 2007 in the range of approximately RMB 2,398
million (US$ 320 million) to RMB 2,473 million (US$ 330 million) from prior
guidance of RMB 2,248 million (US$ 300 million) to RMB 2,323 million (US$
310
million). Gross margin is expected to be approximately
20.0%. Share-based compensation expense in the fourth
quarter 2007 is expected to be approximately RMB 63.5 million (US$ 8.5
million). The increase in share-based compensation expense
compared to third quarter 2007 is a result of stock options and restricted
stock
units granted to our new key executives that were hired in mid-September
2007.
These newly granted option awards will vest over a four-year
period.
Based
on current demand we expect to reach production capacity of 425 MW per annum
by
the end of 2008, compared to our current 175 MW production
capacity.
Investor
Conference Call / Webcast Details
A
conference call has been scheduled for 9:00 p.m. on
Friday, November 9, 2007 (in Hebei). This will be 8:00 a.m. on Friday, November
9, in New York. During the call, time will be set-aside for analysts and
interested investors to ask questions of executive officers.
The
call may be accessed by dialing +1-201-689-8560. A live webcast of
the conference call will be available on the Company's website at
www.jasolar.com. The playback will be available beginning two hours after
the live call and will be accessible by dialing +1-201-612-7415. The account
number to access the replay is 3055 and the pass code is 258808.
About
JA Solar Holdings Co., Ltd.
Based
in Hebei, China, JA Solar Holdings Co., Ltd. is an emerging and 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.
Safe
Harbor 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.
Contacts:
|
In
China
Herman
Zhao
Chief
Financial Officer
JA
Solar
+86-319-580-0867
|
In
the U.S.
David
Pasquale
The
Ruth Group
dpasquale@theruthgroup.com
+1-646-536-7006
|
#
#
#
|
JA
Solar Holdings Co., Ltd.
|
|||||||||||
|
Condensed
Consolidated Statements of Operations
|
|||||||||||
|
(Unaudited)
|
|||||||||||
|
Three
months ended
|
|||||||||||
|
September
30, 2006
|
June
30, 2007
|
September
30, 2007
|
|||||||||
|
RMB
|
USD
|
RMB
|
USD
|
RMB
|
USD
|
||||||
|
Revenue
from sale of goods
|
|||||||||||
|
Solar
cells to third parties
|
226,487,802
|
30,227,392
|
429,872,021
|
57,371,346
|
803,948,453
|
107,296,131
|
|||||
|
Solar
cells to related parties
|
21,474,267
|
2,865,987
|
909,229
|
121,347
|
4,235,069
|
565,218
|
|||||
|
Solar
cells processing
|
-
|
-
|
26,202,654
|
3,497,044
|
41,811,183
|
5,580,181
|
|||||
|
Total
revenues
|
247,962,069
|
33,093,379
|
456,983,904
|
60,989,737
|
849,994,705
|
113,441,530
|
|||||
|
Cost
of revenues
|
|||||||||||
|
Solar
cells
|
(182,883,659)
|
(24,407,919)
|
(340,498,142)
|
(45,443,378)
|
(639,550,780)
|
(85,355,378)
|
|||||
|
Solar
cells processing
|
-
|
-
|
(6,360,581)
|
(848,892)
|
(11,112,156)
|
(1,483,045)
|
|||||
|
Total
cost of revenues
|
(182,883,659)
|
(24,407,919)
|
(346,858,723)
|
(46,292,270)
|
(650,662,936)
|
(86,838,423)
|
|||||
|
Gross
profit
|
65,078,410
|
8,685,460
|
110,125,181
|
14,697,467
|
199,331,769
|
26,603,107
|
|||||
|
Selling,
general and administrative expenses
|
(24,497,619)
|
(3,269,488)
|
(24,447,478)
|
(3,262,796)
|
(27,813,372)
|
(3,712,013)
|
|||||
|
Research
and development expenses
|
(393,384)
|
(52,502)
|
(709,269)
|
(94,660)
|
(1,109,276)
|
(148,046)
|
|||||
|
Total
operating expenses
|
(24,891,003)
|
(3,321,990)
|
(25,156,747)
|
(3,357,456)
|
(28,922,648)
|
(3,860,059)
|
|||||
|
Income
from operations
|
40,187,407
|
5,363,470
|
84,968,434
|
11,340,011
|
170,409,121
|
22,743,048
|
|||||
|
Interest
expense
|
(1,057,834)
|
(141,180)
|
(961,102)
|
(128,270)
|
(1,321,305)
|
(176,343)
|
|||||
|
Interest
income
|
317,303
|
42,348
|
19,901,549
|
2,656,090
|
13,992,625
|
1,867,476
|
|||||
|
Foreign
exchange gain/ (loss)
|
152,627
|
20,370
|
(30,310,479)
|
(4,045,281)
|
(18,952,072)
|
(2,529,371)
|
|||||
|
Other
income
|
-
|
-
|
2,068,353
|
276,045
|
1,735,985
|
231,687
|
|||||
|
Income
before income taxes
|
39,599,503
|
5,285,008
|
75,666,755
|
10,098,595
|
165,864,354
|
22,136,497
|
|||||
|
Income
tax benefit/ (expense)
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||
|
Net
income
|
39,599,503
|
5,285,008
|
75,666,755
|
10,098,595
|
165,864,354
|
22,136,497
|
|||||
|
Preferred
shares accretion
|
(489,600)
|
(65,343)
|
-
|
-
|
-
|
-
|
|||||
|
Preferred
shares beneficial conversion charge
|
(34,732,133)
|
(4,635,401)
|
-
|
-
|
-
|
-
|
|||||
|
Allocation
of income to participating preferred share holders
|
(233,246)
|
(31,129)
|
-
|
-
|
-
|
-
|
|||||
|
Net
income available to ordinary shareholders
|
4,144,524
|
553,135
|
75,666,755
|
10,098,595
|
165,864,354
|
22,136,497
|
|||||
|
Net
income per ordinary shares
|
|||||||||||
|
Basic
|
0.052
|
0.007
|
0.547
|
0.073
|
1.200
|
0.160
|
|||||
|
Diluted
|
0.052
|
0.007
|
0.542
|
0.072
|
1.184
|
0.158
|
|||||
|
Weighted
average number of ordinary shares outstanding:
|
|||||||||||
|
Basic
|
80,000,000
|
80,000,000
|
138,270,000
|
138,270,000
|
138,270,000
|
138,270,000
|
|||||
|
Diluted
|
80,000,000
|
80,000,000
|
139,496,802
|
139,496,802
|
140,095,013
|
140,095,013
|
|||||
|
Net
income per ADS
|
|||||||||||
|
Basic
|
0.155
|
0.021
|
1.642
|
0.219
|
3.599
|
0.480
|
|||||
|
Diluted
|
0.155
|
0.021
|
1.627
|
0.217
|
3.552
|
0.474
|
|||||
|
Weighted
average number of ADS outstanding:
|
|||||||||||
|
Basic
|
26,666,667
|
46,090,000
|
46,090,000
|
46,090,000
|
46,090,000
|
||||||
|
Diluted
|
26,666,667
|
26,666,667
|
46,498,934
|
46,498,934
|
46,698,338
|
46,698,338
|
|||||
|
Each
ADS represents 3 ordinary
shares
|
|||||||||||
|
JA
Solar Holdings Co., Ltd.
|
|||||||
|
Condensed
Consolidated Balance Sheets
|
|||||||
|
December
31, 2006
|
September
30, 2007
|
||||||
|
RMB
|
USD
|
RMB
|
USD
|
||||
|
(Audited)
|
(Conversion)
|
(Unaudited)
|
(Conversion)
|
||||
|
ASSETS
|
|||||||
|
Current
assets
|
|||||||
|
Cash
and cash equivalents
|
95,758,377
|
12,780,052
|
794,091,285
|
105,980,579
|
|||
|
Accounts
receivables from third party customers
|
47,719,752
|
6,368,748
|
120,650,789
|
16,102,230
|
|||
|
Inventories
|
154,675,325
|
20,643,194
|
185,291,642
|
24,729,292
|
|||
|
Value-added
tax recoverable
|
-
|
-
|
9,863,205
|
1,316,358
|
|||
|
Advances
to related party suppliers
|
39,831,642
|
5,315,989
|
319,715,194
|
42,669,655
|
|||
|
Advances
to third party suppliers
|
1,608,765
|
214,708
|
541,229,919
|
72,233,334
|
|||
|
Other
current assets
|
6,673,976
|
890,719
|
37,545,565
|
5,010,886
|
|||
|
Total
current assets
|
346,267,837
|
46,213,410
|
2,008,387,599
|
268,042,334
|
|||
|
Property
and equipment, net
|
139,399,605
|
18,604,474
|
406,763,680
|
54,287,273
|
|||
|
Intangible
asset, net
|
7,224,713
|
964,221
|
6,771,102
|
903,681
|
|||
|
Other
long term assets-advance to third party suppliers
|
-
|
-
|
383,863,360
|
51,230,963
|
|||
|
Total
assets
|
492,892,155
|
65,782,105
|
2,805,785,741
|
374,464,251
|
|||
|
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
|||||||
|
Current
liabilities:
|
|||||||
|
Tax
payables
|
3,639,665
|
485,755
|
-
|
-
|
|||
|
Advances
from third parties customers
|
21,329,609
|
2,846,681
|
134,286,106
|
17,922,019
|
|||
|
Short-term
bank borrowings
|
150,000,000
|
20,019,218
|
150,000,000
|
20,019,218
|
|||
|
Accounts
payable to third parties
|
2,501,790
|
333,893
|
8,034,044
|
1,072,235
|
|||
|
Other
payables to third parties
|
2,769,566
|
369,630
|
10,220,319
|
1,364,019
|
|||
|
Payroll
and welfare payable
|
2,676,854
|
357,257
|
4,587,014
|
612,190
|
|||
|
Accrued
expenses
|
3,932,709
|
524,865
|
11,378,964
|
1,518,653
|
|||
|
Accounts
payable to related parties
|
70,868
|
9,458
|
349,411
|
46,633
|
|||
|
Other
payable to related parties
|
183,555
|
24,498
|
340,523
|
45,447
|
|||
|
Total
current liabilities
|
187,104,616
|
24,971,255
|
319,196,381
|
42,600,414
|
|||
|
Total
liabilities
|
187,104,616
|
24,971,255
|
319,196,381
|
42,600,414
|
|||
|
Preferred
shares (US$0.0001 par value; 6,520,000 and 0 shares outstanding
as of December 31, 2006 and September 30, 2007)
|
110,037,714
|
14,685,793
|
-
|
-
|
|||
|
Shareholders’
equity:
|
|||||||
|
Ordinary
shares(US$0.0001 par value; 493,480,000 shares authorized, 80,000,000
and
138,270,000 shares issued and outstanding as of December 31,
2006 and
September 30 , 2007)
|
66,212
|
8,837
|
111,453
|
14,875
|
|||
|
Additional
paid-in capital
|
106,715,707
|
14,242,434
|
2,095,987,596
|
279,733,557
|
|||
|
Statutory
reserve
|
14,587,748
|
1,946,902
|
14,587,748
|
1,946,902
|
|||
|
Retained
earnings
|
74,380,158
|
9,926,884
|
375,902,563
|
50,168,503
|
|||
|
Total
shareholders’ equity
|
195,749,825
|
26,125,057
|
2,486,589,360
|
331,863,837
|
|||
|
Total
liabilities and shareholders’ equity
|
492,892,155
|
65,782,105
|
2,805,785,741
|
374,464,251
|
|||
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, 2007