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 May, 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:

 

The press release regarding financial results for the first quarter ended March 31, 2007 of JA Solar Holding Co., Ltd. (the “Registrant”), made by the Registrant in English on May 15, 2007.

 

 


 

 



 

JA Solar Reports First Quarter 2007 Results

 

Hebei, China, May 15, 2007 – JA Solar Holdings Co., Ltd. (“JA Solar”, “the Company”) (NASDAQGM: JASO) today reported financial results for the first quarter ended March 31, 2007.

 

First Quarter 2007 Results

 

Revenues for the first quarter 2007 were RMB 335.1 million (US$ 43.4 million), compared to revenues of RMB 3.0 million (US$ 0.4 million) for the first quarter 2006, and RMB 349.4 million (US$ 45.2 million) in the fourth quarter 2006.

 

Gross profit for the first quarter 2007 was RMB 68.8 million (US$ 8.9 million). Gross margin decreased to 20.5% in the first quarter 2007 from 23.9% in the fourth quarter 2006.

 

Net income available to ordinary shareholders for the first quarter 2007 was RMB 58.3 million (US$ 7.6 million) compared to a net loss available to ordinary shareholders of RMB 2.4 million (US$ 0.3 million) for the first quarter 2006, and net income available to ordinary shareholders of RMB 66.9 million (US$ 8.7 million) for the fourth quarter 2006.

 

For the first quarter 2007 basic and diluted earnings per ADS were RMB 1.59 (US$ 0.21) and RMB 1.57 (US$ 0.20) respectively. Each ADS represents three of our ordinary shares.

 

The first quarter 2007 included share-based compensation expense of RMB 2.0 million (US$ 0.3 million), or RMB 0.05 (US$ 0.01) per diluted ADS.

 

Capital expenditures were RMB 101.2 million (US$ 13.1 million) in the first quarter 2007, as compared to RMB 23.5 million (US$ 3.0 million) in the previous quarter and RMB 17.6 million (US$ 2.3 million) in the first quarter 2006. Depreciation and amortization expenses in the first quarter 2007 were RMB 5.2 million (US$ 0.7 million), as compared to RMB 4.8 million (US$ 0.6 million) in the previous quarter and RMB 0.3 million (US$ 0.04 million) in the first quarter 2006.

 

In February 2007, the Company completed its Initial Public Offering (“IPO”) raising proceeds of US$ 237.9 million, net of issuance costs. The Company’s ADSs are quoted on NASDAQ. Further all issued and outstanding Series A redeemable convertible preferred shares were converted into 6,520,000 ordinary shares on a one to one basis upon completion of the Company’s IPO.

 


 

As of March 31, 2007, JA Solar had cash and cash equivalents of RMB 1.8 billion (US$ 232.5 million) compared with RMB 95.8 million (US$ 12.4 million) at the end of the fourth quarter 2006 due to the completion of the Company’s Initial Public Offering. Short term debt rose to RMB 200 million(US$ 25.9 million) at the end of the first quarter 2007 from RMB 150 million(US$ 19.4 million) at the end of the fourth quarter 2006, primarily as a result of capital expenditures for expanding production scale and cash flow management needs related to PRC foreign currency controls.

 

The conversion of Renminbi into U.S. dollars for the first quarter of 2007 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 March 30, 2007, which was RMB 7.7232 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 March 30, 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, “The first quarter was another strong one for JA Solar. We continue to benefit from strong demand worldwide for high-quality cells. We continue to meet the global demand from existing customers, while at the same time focusing our sales efforts to further diversify our solid customer base in emerging solar markets. With reliable supply sources contracted throughout 2007 from incumbent silicon suppliers, an order book that covers most of our sales for the year, and our increased capacity of an additional 100MW to be completed by the end of the third quarter of 2007, we are confident in our ability to deliver on the healthy global demand for our products.”

 

Herman Zhao, JA Solar’s Chief Financial Officer, said, “We have continued to stress profitability and operational efficiency. Our ability to negotiate favorable pricing for materials and in sales contracts has paid off, and our cost strategies are always geared for the best possible benefit to JA Solar for the long-term. We expect our gross margin for year 2007 to be 19.5% due to stabilizing ASPs, existing raw material contract prices and management of our Hebei expansion plan and related costs.”

 

Company Reiterates 2007 Outlook

Based on current market conditions and customer forecasts, the Company is reiterating its production outlook for 2007 to be approximately 100MW. This would result in revenues for the full year 2007 in the range of approximately RMB 2,128 million (US$ 280 million) to RMB 2,205 million (US$ 290 million), with a gross margin expected to be approximately 19.5%.

 

Investor Conference Call / Webcast Details

A conference call has been scheduled for 9:00 p.m. on Tuesday, May 15, 2007 (in Hebei). This will be 9:00 a.m. on Tuesday, May 15, in New York. During the call, time will be set-aside for analysts and interested investors to ask questions of executive officers.

 

Page 4

 


 

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 passcode is 241914.

 

Page 5

 


 

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, monocrystalline 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 visit www.jasolar.com.

 

Safe Harbor Statement

This announcement 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, our beliefs regarding our production output, our forecasts on revenue, production output and our share based compensation for 2007 or part thereof. 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

 

# # #

 

 

Page 6

 


 

 

JA Solar Holdings Co., Ltd.

Condensed Consolidated Statements of Operations

 

(Unaudited)

 

Three months ended

 

March 31, 2006

 

December 31, 2006

 

March 31, 2007

 

RMB

 

USD

 

RMB

 

USD

 

RMB

 

USD

 

 

 

 

 

 

 

 

 

 

 

 

Revenue from third parties

-

 

-

 

309,618,090

 

40,089,353

 

334,669,240

 

43,332,976

Revenue from related parties

3,015,378

 

390,431

 

39,785,881

 

5,151,476

 

480,467

 

62,211

Total revenues

3,015,378

 

390,431

 

349,403,971

 

45,240,829

 

335,149,707

 

43,395,187

Cost of revenues

(2,465,401)

 

(319,220)

 

(265,733,652)

 

(34,407,195)

 

(266,394,778)

 

(34,492,798)

Gross profit

549,977

 

71,211

 

83,670,319

 

10,833,634

 

68,754,929

 

8,902,389

Selling, general and administrative expenses

(2,116,047)

 

(273,986)

 

(8,886,291)

 

(1,150,597)

 

(9,772,067)

 

(1,265,287)

Research and development expenses

(181,643)

 

(23,519)

 

(645,732)

 

(83,609)

 

(920,169)

 

(119,143)

Total operating expenses

(2,297,690)

 

(297,505)

 

(9,532,023)

 

(1,234,206)

 

(10,692,236)

 

(1,384,431)

Income/ (loss) from operations

(1,747,713)

 

(226,294)

 

74,138,296

 

9,599,427

 

58,062,693

 

7,517,958

Interest expense

(591,404)

 

(76,575)

 

(2,219,396)

 

(287,367)

 

(2,815,537)

 

(364,556)

Interest income

43,766

 

5,667

 

398,977

 

51,660

 

11,492,103

 

1,487,998

Other income

-

 

-

 

64,414

 

8,340

 

-

 

-

Foreign exchange gain/ (loss)

(73,591)

 

(9,529)

 

1,043,758

 

135,146

 

(6,232,712)

 

(807,012)

Income/ (loss) before income taxes

(2,368,942)

 

(306,731)

 

73,426,049

 

9,507,205

 

60,506,547

 

7,834,388

Income tax benefit/ (expense)

-

 

-

 

-

 

-

 

-

 

-

Net income/ (loss)

(2,368,942)

 

(306,731)

 

73,426,049

 

9,507,205

 

60,506,547

 

7,834,388

 

 

 

 

 

 

 

 

 

 

 

 

Preferred shares accretion

-

 

-

 

(1,113,799)

 

(144,215)

 

(515,251)

 

(66,715)

Allocation of income to participating preferred share holders

-

 

-

 

(5,449,328)

 

(705,579)

 

(1,648,040)

 

(213,388)

Net income available to ordinary shareholders

(2,368,942)

 

(306,731)

 

66,862,922

 

8,657,412

 

58,343,256

 

7,554,285

 

 

 

 

 

 

 

 

 

 

 

 

Net income/(loss) per ordinary shares

 

 

 

 

 

 

 

 

 

 

 

Basic

(0.030)

 

(0.004)

 

0.836

 

0.108

 

0.529

 

0.068

Diluted

(0.030)

 

(0.004)

 

0.818

 

0.106

 

0.525

 

0.068

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of ordinary shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

80,000,000

 

80,000,000

 

80,000,000

 

80,000,000

 

110,279,889

 

110,279,889

Diluted

80,000,000

 

80,000,000

 

89,803,092

 

89,803,092

 

111,228,304

 

111,228,304

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income/(loss) per ADS

 

 

 

 

 

 

 

 

 

 

 

Basic

(0.089)

 

(0.012)

 

2.507

 

0.325

 

1.587

 

0.205

Diluted

(0.089)

 

(0.012)

 

2.452

 

0.317

 

1.574

 

0.204

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of ADS outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

26,666,667

 

26,666,667

 

26,666,667

 

26,666,667

 

36,759,963

 

36,759,963

Diluted

26,666,667

 

26,666,667

 

29,934,364

 

29,934,364

 

37,076,101

 

37,076,101

Each ADS represents 3 ordinary shares

 

 

Page 7

 


 

 

JA Solar Holdings Co., Ltd.

Condensed Consolidated Balance Sheets

 

(Unaudited)

 

 

 

 

 

 

 

 

 

December 31, 2006

 

March 31, 2007

 

RMB

 

USD

 

RMB

 

USD

ASSETS

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

95,758,377

 

12,398,795

 

1,795,665,349

 

232,502,764

Accounts receivables from third party customers

47,719,752

 

6,178,754

 

116,906,817

 

15,137,096

Inventories

154,675,325

 

20,027,362

 

198,656,946

 

25,722,103

Advances to related party suppliers

39,831,642

 

5,157,401

 

-

 

-

Advances to third party suppliers

1,608,765

 

208,303

 

32,982,807

 

4,270,614

Other current assets

6,673,976

 

864,146

 

40,632,598

 

5,261,109

Total current assets

346,267,837

 

44,834,762

 

2,184,844,517

 

282,893,686

Property and equipment, net

139,399,605

 

18,049,462

 

233,890,985

 

30,284,207

Intangible asset, net

7,224,713

 

935,456

 

6,938,073

 

898,342

Other long term assets-advance to suppliers

-

 

-

 

72,147,600

 

9,341,672

Total assets

492,892,155

 

63,819,680

 

2,497,821,175

 

323,417,906

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Tax payables

3,639,665

 

471,264

 

1,303,971

 

168,838

Advances from third parties customers

21,329,609

 

2,761,758

 

5,000,058

 

647,408

Short-term bank borrowings

150,000,000

 

19,422,001

 

200,000,000

 

25,896,002

Accounts payable to third parties

2,501,790

 

323,932

 

3,505,042

 

453,833

Other payables to third parties

2,769,566

 

358,603

 

4,505,876

 

583,421

Payroll and welfare payable

2,676,854

 

346,599

 

3,029,825

 

392,302

Accrued expenses

3,932,709

 

509,207

 

5,698,667

 

737,863

Accounts payable to related parties

70,868

 

9,176

 

56,664,988

 

7,336,983

Other payable to related parties

183,555

 

23,767

 

116,870

 

15,132

Total current liabilities

187,104,616

 

24,226,307

 

279,825,297

 

36,231,782

Total liabilities

187,104,616

 

24,226,307

 

279,825,297

 

36,231,782

Shareholders’ equity:

 

 

 

 

 

 

 

Preferred shares (US$0.0001 par value; 6,520,000 and 0 shares outstanding as of December 31, 2006 and March 31 2007)

110,037,714

 

14,247,684

 

-

 

-

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 March 31, 2007)

66,212

 

8,573

 

111,453

 

14,431

Additional paid-in capital

106,715,707

 

13,817,551

 

2,068,925,223

 

267,884,455

Statutory reserve

14,587,748

 

1,888,822

 

14,587,748

 

1,888,822

Retained earnings

74,380,158

 

9,630,743

 

134,371,454

 

17,398,417

Total shareholders’ equity

195,749,825

 

25,345,689

 

2,217,995,878

 

287,186,125

Total liabilities and shareholders’ equity

492,892,155

 

63,819,680

 

2,497,821,175

 

323,417,906

 

 

 

 

 

 

 

 

 

 

 

Page 8

 


 

 

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: May 30, 2007