JA Solar Enters into Share Transfer Agreement With M.SETEK

게시됨 2012. 7. 31.
JA Solar 

JA Solar Holdings Co., Ltd. today announced that it entered into a share transfer agreement (the "Agreement") on July 23, 2012 with M.SETEK Co., Ltd. ("M.SETEK"). Pursuant to the Agreement, M.SETEK will transfer its 65% equity interest in Hebei Ningjin Songgong Semiconductor Co., Ltd. ("Ningjin Songgong") to JA Solar Hong Kong Limited ("JA Hong Kong") for RMB247.0 million (US$38.9 million).

The parties expect to complete the share transfer by the end of this year, subject to possible government approval. The parties have been liaising with the Anti-monopoly Bureau of the Ministry of Commerce of the People's Republic of China to evaluate the necessity of an antitrust filing of the transaction under PRC law.

The share transfer is part of an arrangement with M.SETEK to settle outstanding prepayments made by the Company to M.SETEK for polysilicon supply, following an assignment by the Company of such claim over the outstanding prepayment to JA Hong Kong. Due to a magnitude-9 earthquake in Japan and a consequent tsunami, M.SETEK failed to make the majority of the scheduled delivery of polysilicon to the Company. M.SETEK subsequently entered into a framework agreement with the Company in March 2012 to settle outstanding prepayments of US$69.1 million (RMB438.7 million).

Under the framework agreement, M.SETEK agreed to (i) use the dividends distributed by Ningjin Songgong to repay part of the prepayments, (ii) transfer its 65% equity interest in Ningjin Songgong to the Company at an appraisal price, which will be used to offset part of the remaining unused prepayments, and (iii) continue to deliver polysilicon to fully utilize the remaining unused prepayments, if any.

In order to offset the outstanding prepayments, M.SETEK repaid RMB70.0 million (US$11.0 million) to the Company in June 2012 with dividends distributed by Ningjin Songgong. M.SETEK agreed to transfer its 65% equity interest in Ningjin Songgong pursuant to the Agreement by the end of this year. For the remaining unused prepayments, M.SETEK will continue to deliver polysilicon to the Company pursuant to a supply agreement, the details of which are currently under discussion.

Upon the consummation of the share transfer, Ningjin Songgong will be 65% owned by JA Hong Kong, 32.7% beneficially owned by Mr. Baofang Jin, executive chairman of the board of directors of JA Solar and general manager of Ningjin Songgong, and 2.3% beneficially owned by several third-party individuals.


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