JinkoSolar Corporation
Meeting materials of the third extraordinary general meeting of shareholders in 2024
December 2024
JinkoSolar Corporation
2024 Third Extraordinary General Meeting of Shareholders Information Catalogue
2024 Third Extraordinary General Meeting of Shareholders ...... 2
Agenda of the Third Extraordinary General Meeting of Shareholders in 2024 ...... 4
Proposal 1 Proposal on the estimated credit and guarantee line in 2025 ...... 6
Proposal 2 Proposal on Expected Daily Related Party Transactions in 2025 ...... 9
Proposal 3 Proposal on Carrying out Foreign Exchange Derivatives Trading in 2025 ...... 11
JinkoSolar Corporation
Instructions for Attending the Third Extraordinary General Meeting of Shareholders in 2024
In order to safeguard the legitimate rights and interests of all shareholders, ensure the normal order and efficiency of the shareholders' meeting, and ensure the smooth progress of the general meeting, in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Rules of the General Meeting of Shareholders of Listed Companies (Revised in 2022), the Articles of Association of JinkoSolar Co., Ltd. (hereinafter referred to as the "Articles of Association"), the Rules of Procedure of the General Meeting of Shareholders of JinkoSolar Co., Ltd. and other relevant regulations, JinkoSolar Co., Ltd. (hereinafter referred to as the "Company") The instructions for participating in the third extraordinary general meeting of shareholders in 2024 are hereby formulated.
1. In order to ensure the seriousness and normal order of the general meeting of shareholders and effectively safeguard the legitimate rights and interests of shareholders (or shareholder representatives) attending the meeting, the company has the right to refuse other persons to enter the venue in accordance with the law, except for shareholders (or shareholder representatives) attending the meeting, directors, supervisors, senior managers, witness lawyers and persons invited by the board of directors.
2. Shareholders (or shareholder representatives) attending the meeting must go through the sign-in procedures at the meeting site half an hour before the meeting, and present the securities account card, identity documents or copies of business licenses/registration certificates (stamped with official seals), power of attorney, etc., and the above registration materials shall provide a copy, and the copy of the personal registration materials shall be signed by the individual, and the copy of the legal representative certification document shall be stamped with the company's official seal, and the meeting materials shall be received after verification before attending the meeting.
After the start of the meeting, the presiding officer of the meeting announces the number of shareholders present at the meeting and the total number of shares with voting rights held by them, and shareholders who enter the meeting after this time are not entitled to participate in the on-site voting.
3. Shareholders (or shareholder representatives) enjoy the right to speak, consult and vote in accordance with the law. If shareholders (or shareholder representatives) want to speak at the general meeting of shareholders, they can register with the conference group of the general meeting when they sign in. At the meeting, the moderator will arrange for shareholders (or shareholder representatives) to speak. The topic of the speech of the shareholders (or shareholder representatives) should be related to the topic of the meeting; If you are beyond the scope of the topic or want to know more about the company, you can consult after the meeting. Only shareholders and shareholder representatives will be accepted to speak or ask questions during the meeting. Presentations or questions should be concise and to the point in relation to the topic of the meeting, and should not exceed 5 minutes. When speaking or asking questions, the name of the shareholder and the total number of shares held must be stated. Each shareholder and shareholder representative shall not speak or ask questions more than twice. When shareholders and shareholder representatives request to speak or ask questions, they shall not interrupt the report of the meeting rapporteur or other shareholders and shareholder representatives
Remark. Shareholders and shareholder representatives shall not speak at the time of voting at the general meeting. If the shareholders and their representatives violate the above provisions, the presiding officer of the meeting has the right to refuse or stop them. The moderator may arrange for the company's directors, supervisors, senior managers, etc. to answer questions raised by shareholders. The moderator or the relevant personnel designated by the moderator have the right to refuse to answer questions that may reveal the company's trade secrets and/or insider information and damage the company's interests.
4. In order to improve the efficiency of the shareholders' meeting, on-site voting will be conducted after answering the shareholders' questions. The on-site meeting votes by registered ballot, and shareholders exercise their voting rights by the number of shares they hold with voting rights, and each share enjoys one vote. When voting, shareholders should choose one of the three items of "agree", "oppose" and "abstain" under each proposal in the voting ballot, and indicate it by "√". Votes that are not filled, incorrect, illegible or not cast shall be considered as abstentions. Shareholders are requested to fill in the voting ballot according to the voting requirements, and the staff of the general meeting will collect it uniformly.
5. Before the general meeting of shareholders votes on the proposal, two shareholder representatives will be elected to participate in the vote counting and scrutiny; When the general meeting of shareholders votes on the proposal, the witness lawyer, the shareholder representative and the supervisor representative are jointly responsible for counting and scrutinizing the votes; The results of the on-site voting will be announced by the presiding officer of the meeting.
6. The general meeting of shareholders adopts a combination of on-site voting and online voting, and issues an announcement on the resolution of the general meeting of shareholders in combination with the voting results of on-site voting and online voting.
7. The company hired a lawyer from Shanghai AllBright Law Offices to attend the shareholders' meeting and issue a legal opinion.
8. Shareholders (or shareholder representatives) participating in the general meeting of shareholders shall conscientiously fulfill their legal obligations, please put the mobile phone ringtone in a silent state after the meeting begins, respect and safeguard the legitimate rights and interests of other shareholders, and ensure the normal order of the general meeting. The company has the right to take necessary measures to stop the acts that interfere with the order of the general meeting of shareholders, pick quarrels and provoke troubles and infringe on the legitimate rights and interests of other shareholders and report to the relevant departments for investigation and punishment.
9. The expenses incurred by shareholders (or shareholder representatives) attending the general meeting of shareholders shall be borne by the shareholders.
JinkoSolar Corporation
Agenda for the 3rd Extraordinary General Meeting of Shareholders in 2024
1. Time, place and voting method of the meeting
(1) On-site meeting time: 14:30 on December 27, 2024
(2) On-site meeting place: Jinko Center, No. 1, Lane 1466, Shenchang Road, Minhang District, Shanghai
(3) Convener of the meeting: the board of directors of the company
(4) Presiding officer of the meeting: Mr. Li Xiande, chairman of the board
(5) Meeting voting method: a combination of on-site voting and online voting
(6) Online voting system: the online voting system of the general meeting of shareholders of the Shanghai Stock Exchange
Online voting starts and ends on December 27, 2024
Until December 27, 2024
1. The voting time through the voting platform of the trading system is the trading time of the day of the general meeting of shareholders, that is, 9:15-
9:25,9:30-11:30,13:00-15:00;
2. The voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.
2. Agenda of the meeting
(1) Participants sign in, receive meeting materials, and confirm the registration of shareholders' speeches.
(2) The presiding officer announces the opening of the meeting, reports to the general meeting the number of shareholders/shareholders' representatives attending the on-site meeting and the number of voting rights held, and introduces the participants and non-voting personnel of the on-site meeting.
(3) Elect tellers and scrutineers.
(4) Deliberation of the meeting proposals:
1. Review the "Proposal on the Estimated Credit and Guarantee Limit in 2025";
2. Review the "Proposal on Expected Daily Related Party Transactions in 2025";
3. Review the "Proposal on Carrying out Foreign Exchange Derivatives Trading in 2025".
(5) Shareholders or shareholders' representatives at the meeting speak and ask questions.
(6) Shareholders or shareholders' representatives at the meeting vote on various proposals.
(7) After the voting is over, the representatives of the supervisors, the representatives of the shareholders, the witnessing lawyers and the staff shall conduct on-site voting and counting.
(8) Adjourn the meeting and count the voting results of the on-site meeting.
(9) At the resumption of the meeting, the presiding officer announces the results of the on-site voting.
(10) Witness the lawyer's reading of the legal opinion.
(11) Participants sign meeting minutes and other relevant documents.
(12) The on-site meeting ends.
JinkoSolar Corporation
Third Extraordinary General Meeting of Shareholders in 2024
Proposal 1 Proposal on the estimated credit and guarantee line in 2025
Dear Shareholders and Shareholders' Representatives,
1. Overview of the guarantee
According to the actual business needs of the Company, in order to improve the efficiency of decision-making, further meet the daily operation and business development capital needs of the subsidiary, and ensure the smooth development of its business, in 2025, the Company and its subsidiaries plan to apply for a comprehensive credit line of no more than RMB 89.338 billion from banks, financial leasing and other financial institutions; At the same time, in 2025, the company intends to provide a total guarantee amount of no more than RMB 73.397 billion for its holding or wholly-owned subsidiaries and subsidiaries, including but not limited to financing guarantees arising from the application for financing business and performance guarantees arising from daily operations. The types of guarantees include general guarantees, joint and several liability guarantees, mortgages, pledges, etc. The actual guarantee amount is subject to the final signed and executed guarantee contract or the approval of the financial institution. The above-mentioned authorization to apply for a comprehensive credit line and provide a guarantee line is valid from 20251
From 1 month to 31 December 2025.
The details of the guaranteed objects and guarantee amounts are as follows:
Serial No. Guarantor New Guarantee Amount (10,000 yuan)
1 Shanxi JinkoSolar Intelligent Manufacturing Co., Ltd
2 Shanxi JinkoSolar No.2 Intelligent Manufacturing Co., Ltd. 828,500.00
3 Shanxi JinkoSolar No. 3 Intelligent Manufacturing Co., Ltd
4 Zhejiang JinkoSolar Co., Ltd. 888,200.00
5 JinkoSolar (Shangrao) Co., Ltd. 573,800.00
6 JinkoSolar (Haining) Co., Ltd. 507,500.00
7 Anhui JinkoSolar Co., Ltd. 500,000.00
8 Qinghai Jinko Solar Co., Ltd. 500,000.00
9 Zhejiang Jinko Energy Storage Co., Ltd. 368,800.00
10 JinkoSolar (Feidong) Co., Ltd. 350,000.00
11 JinkoSolar (Chuxiong) Co., Ltd. 280,000.00
Serial No. Guarantor New Guarantee Amount (10,000 yuan)
12 Yuhuan JinkoSolar Co., Ltd. 200,000.00
13 Hefei Jinko Photovoltaic Materials Co., Ltd. 150,000.00
14 Haining JinkoSolar Intelligent Manufacturing Co., Ltd. 100,000.00
15 JinkoSolar (Jinchang) Co., Ltd. 50,000.00
16 Jiaxing Jinko Photovoltaic System Development Co., Ltd. 50,000.00
17 Shangrao Guangxin District Jinko Photovoltaic Manufacturing Co., Ltd. 20,000.00
18 Jiangxi Jinko Photovoltaic Materials Co., Ltd. 15,000.00
19 Shangrao Jinko Photovoltaic Manufacturing Co., Ltd. 10,000.00
20 JinkoSolar (U.S.) Inc.
21 JinkoSolar (U.S.) Industries Inc. 665,200.00
22 JinkoSolar (U.S.) Holding Inc.
23 Jinko Solar DenmarkAps 338,900.00
24 JinkoSolar Middle East DMCC 287,400.00
25 JinkoSolar (Vietnam) Industries Company Limited 276,500.00
26 Other companies 379,900.00
Total 7,339,700.00
Note: "Other companies" refer to holding or wholly-owned subsidiaries (including newly established wholly-owned subsidiaries and holding subsidiaries) other than the guarantors listed above.
2. Authorization
1. In order to improve the efficiency of the company's decision-making, the board of directors proposes to the general meeting of shareholders to authorize the chairman or management of the company to determine the specific credit and guarantee matters within the above limit, and sign the agreements and other documents related to credit and guarantee.
2. According to the actual business needs, within the total amount of guarantee, the chairman or management is authorized to specifically adjust the guarantee amount between wholly-owned subsidiaries and holding subsidiaries (including newly established wholly-owned subsidiaries and holding subsidiaries).
3. The guarantees provided by the company and its subsidiaries for other enterprises outside the scope of the company's consolidated statements, as well as the guarantees provided after exceeding the authorized guarantee amount, shall be submitted to the board of directors or the general meeting of shareholders of the company for deliberation and approval.
4. The above guarantee amount is expected to be valid from January 1, 2025 to December 31, 2025
Stop.
At the same time, as of December 31, 2024, the "Guan
The unused credit and guarantee lines in the "Proposal on the Estimated Credit and Guarantee Lines in 2024" and the "Proposal on the Estimated New Guarantee Lines" deliberated and approved by the first extraordinary general meeting of shareholders in 2024 will automatically become invalid accordingly.
For details, please refer to the company's disclosure on the website of the Shanghai Stock Exchange (www.sse.com.cn) on December 11, 2024
JinkoSolar Co., Ltd. Announcement on the Estimated Credit and Guarantee Lines for 2025 (Announcement No. 2024-086).
This proposal was approved by the 13th meeting of the second board of directors and the second board of supervisors of the company on December 10, 2024
It was deliberated and approved by the ninth meeting and is now submitted to the general meeting of shareholders for deliberation.
Shareholders and shareholder representatives are invited to deliberate and vote.
JinkoSolar Corporation
board of directors
December 27, 2024
Proposal 2 Proposal on the expected daily related party transactions in 2025
Dear Shareholders and Shareholders' Representatives,
In accordance with the Company Law, the Securities Law, the Articles of Association of JinkoSolar Co., Ltd., the Administrative Measures for Related Party Transactions of JinkoSolar Co., Ltd. and other relevant regulations, the Company expects the Company's daily related party transactions in 2025 as follows:
Unit: RMB 10,000 yuan
January 2024 This time it is expected
Daily correlation accounts for the same kind from January to October accounts for the same amount and above
Joint Transactions Related Person Transactions 2025 Business Ratio 31 Days and Related Party Business Ratio Actual Issuance
Category Content Estimated Amount Cumulative Incurred Amount Difference in Case
The amount of the transaction varies greatly
[note 1] Causes[note 2]
electricity
market
Chemical Intersection 3,500.00 0.69% 2,357.69 0.57% Not applicable
Easy phase
Shut down
Jinko Power Technology Co., Ltd
Co., Ltd. and its substation
Buyer Subsidiary Station 300.00 1.15% 154.64 0.71% Not applicable
products and maintenance services
Subject to labor
energy conservation
Renovation 250.00 0.05% 219.00 0.05% N/A
business
serve
Zhejiang Xinruixin Technology procurement
Company Limited by Shares King Kong 22,800.00 0.47% 11,372.58 0.21% Not applicable
line
Sales company based
Group 20,000.00 0.29% 35,450.84 0.47% Market demand
pieces, flexible adjustment
Jinko Power Technology Co., Ltd. Bracket sales plan
Distributor Co., Ltd. and its sales
Subsidiaries of energy storage
System 8,000.00 0.11% 4,363.43 0.06% N/A
and phases
Close
prepare
Jiangxi Jinnuo supply chain supply
Financing Management Limited Chain Gold 1,000.00 0.01% 515.59 0.01% N/A
melt
Jinko Power Technology shares for rent
Limited Company and its properties 850.00 47.74% 412.80 37.57% Not applicable
Affiliated leasing subsidiaries
Leasing and leasing of private equity funds
Li (Shanghai) Co., Ltd. Property 9.00 0.51% 0.71 0.06% Not applicable
firm
Total 56,709.00 54,847.28
Concentrate:
1. The cumulative amount of transactions between the companies listed above and related parties from January 1 to October 31, 2024 is unaudited.
2. The "actual amount incurred in the previous year" listed in this item refers to the actual amount of related party transactions from January to October 2024.
The estimated amount of this daily connected transaction is 567.09 million yuan, and the company expects to have daily connected transactions in 2025
The matters are based on the company's normal production and operation needs, follow the principles of voluntariness, equality and fairness, the pricing is reasonable and fair, and there is no harm to the interests of the company and non-related shareholders. The related parties that the company chooses to cooperate with have a high performance ability, which is conducive to the continuous development of the company's daily business, and the company's main business will not become dependent on related parties and will not affect the company's independence.
For details, please refer to the company's disclosure on the website of the Shanghai Stock Exchange (www.sse.com.cn) on December 11, 2024
JinkoSolar Co., Ltd. Announcement on Expected Routine Connected Transactions in 2025 (Announcement No. 2024-087).
On December 10, 2024, this proposal was approved by the fourth special meeting of independent directors of the second board of directors of the company
The thirteenth meeting of the board of directors and the ninth meeting of the second board of supervisors were deliberated and approved, and are hereby submitted to the general meeting of shareholders for deliberation, and related shareholders abstain from voting.
Shareholders and shareholder representatives are invited to deliberate and vote.
JinkoSolar Corporation
board of directors
December 27, 2024
Proposal 3 Proposal on carrying out foreign exchange derivatives trading in 2025
Dear Shareholders and Shareholders' Representatives,
According to the actual development needs, the company intends to carry out foreign exchange derivatives trading business, as follows:
1. Overview of the transaction
(1) Background and purpose of the transaction
In view of the fact that the foreign currency transaction amount of the company's export business is settled in foreign currency, due to the influence of multiple factors such as international politics and economic environment, the market exchange rate of US dollars, euros and other currencies against RMB fluctuates greatly, in order to effectively prevent and reduce the risk of foreign exchange market fluctuations, the company and its subsidiaries plan to carry out foreign exchange derivatives trading business to reduce the impact that large fluctuations in exchange rates may have on the company's operating performance. The foreign exchange derivatives trading business carried out by the company and its subsidiaries is closely related to the daily business needs, which can effectively prevent the risk of exchange rate fluctuations in the foreign exchange market and enhance the company's financial soundness.
(2) The amount and duration of the transaction
The maximum balance of any point in time is not more than $2.5 billion, and the term is from January 1, 2025 to December 2025
On the 31st, the above quota can be used on a rolling basis during the period.
(3) Sources of funds
The source of funds for this transaction is its own funds and does not involve raising funds.
(4) Transaction methods
Combined with the needs of capital management and daily operation, the foreign exchange derivatives transactions to be carried out by the company include the following businesses: forward foreign exchange settlement and sales business, foreign exchange swap business, foreign exchange options and other businesses or the above-mentioned product portfolio business, and the currencies involved are the main settlement currencies used in the company's production and operation, such as the US dollar, the euro, the Japanese yen, the Australian dollar, etc. The counterparty is a financial institution approved by the regulatory authorities and qualified to operate foreign exchange derivatives business.
(5) Authorization matters
The Board of Directors intends to propose to the General Meeting of Shareholders to authorize the management of the Company to implement relevant matters, including but not limited to signing relevant transaction documents and all other relevant documents, and handling all necessary matters related to the transactions described in the transaction documents.
(6) Others
Foreign exchange derivatives transactions shall pay a certain proportion of the initial margin and supplementary margin according to the requirements of the financial institution, in the form of occupying the comprehensive credit line of the financial institution or paying directly, and the principal or difference delivery or reverse liquidation rollover shall be adopted at maturity.
2. Risk analysis of foreign exchange derivatives trading
The company follows the principles of legality, prudence, safety and effectiveness in foreign exchange derivatives trading, and does not do speculative and arbitrary trading operations, but there are still certain risks in foreign exchange derivatives trading operations, as follows:
1. Market risk: Due to the large changes in the foreign exchange market, there may be a market risk of losses caused by changes in the price of foreign exchange derivatives due to fluctuations in the underlying interest rate, exchange rate and other market prices.
2. Liquidity risk: Unreasonable purchase of foreign exchange derivatives will trigger liquidity risk of funds.
3. Performance risk: The selection of an unsuitable counterparty may lead to the performance risk of the company's purchase of foreign exchange derivatives.
4. Operational risk: When carrying out transactions, if the operator does not carry out foreign exchange derivatives trading operations in accordance with the prescribed procedures or fails to fully understand the derivatives information, it will bring operational risks.
5. Legal risks: If the terms of the foreign exchange derivatives trading contract are not clear, it may face legal risks.
3. Risk control measures for foreign exchange derivatives trading
1. Carry out foreign exchange derivatives transactions in accordance with the principles of legality, prudence, safety and effectiveness, and do not carry out foreign exchange transactions solely for the purpose of profit, and all foreign exchange derivatives transactions are based on normal production and operation, relying on the real trading background, and aiming to avoid and prevent exchange rate risks.
2. Foreign exchange derivatives trading is only allowed to trade with financial institutions approved by the regulatory authorities and qualified for foreign exchange derivatives trading business, and shall not be traded with other organizations or individuals other than the above-mentioned financial institutions.
3. The company has revised the "Foreign Exchange Hedging Business Management System", which clearly stipulates the trading principles, approval authority, internal control process, information isolation measures, internal risk reporting system and risk treatment procedures to control transaction risks.
4. The company will prudently review the terms of the contract signed with financial institutions and strictly implement the risk management system to prevent legal risks.
5. The company's financial department will continue to track the changes in the open market price or fair value of foreign exchange derivatives, evaluate the changes in risk exposure of foreign exchange derivatives transactions in a timely manner, and report to the company's management on a regular basis, report abnormal situations in a timely manner, prompt risks and implement emergency measures.
6. The company's internal audit department supervises and inspects the compliance of decision-making, management and execution of foreign exchange derivatives transactions.
4. The impact of the transaction on the company and the accounting principles
The foreign exchange derivatives trading business carried out by the company and its subsidiaries is closely related to the daily business needs, relying on specific business operations, for the purpose of avoiding and preventing exchange rate risks, without affecting the normal production and operation of the company, and not for the purpose of speculation
The company has formulated the corresponding internal control system, strict approval procedures and business management processes, which can timely assess, prevent and resolve the risks related to the company's foreign exchange derivatives transactions, effectively prevent the risk of exchange rate fluctuations in the foreign exchange market, and enhance the company's financial soundness.
The company is in accordance with the Ministry of Finance's Accounting Standards for Business Enterprises No. 22 - Recognition and Measurement of Financial Instruments
No. 23 - Transfer of Financial Assets, Accounting Standard for Business Enterprises No. 24 - Hedge Accounting, Accounting Standard for Business Enterprises No. 37 -
- Presentation of Financial Instruments" and its guidelines, and carry out corresponding accounting treatment for the foreign exchange derivatives transactions to be carried out.
For details, please refer to the company's disclosure on the website of the Shanghai Stock Exchange (www.sse.com.cn) on December 11, 2024
JinkoSolar Co., Ltd. Announcement on Conducting Foreign Exchange Derivatives Trading in 2025 (Announcement No. 2024-088).
This proposal was approved by the 13th meeting of the second board of directors and the second board of supervisors of the company on December 10, 2024
It was deliberated and approved by the ninth meeting and is now submitted to the general meeting of shareholders for deliberation.
Shareholders and shareholder representatives are invited to deliberate and vote.
JinkoSolar Corporation
board of directors
December 27, 2024
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