Jinglong Group Company ., Ltd.
disclosed that they own 16.6% of JA Solar Holdings, Co., Ltd. (NASDAQ:JASO) in a Schedule 13D/A disclosure that was filed with the Securities and Exchange Commission on Tuesday, November 21st. The investor owns 39,452,976 shares of the stock valued at approximately $293,924,671. The reporting parties listed on the disclosure included Jinglong Group Co, Ltd, Mr Jin Baofang, Mr Chin Tien Huang, Ms Chi Fung Wong and Ms Pak Wai Wong. The disclosure is available through EDGAR at this hyperlink.
provided the following explanation of their ownership:
Item 4 of the Original Schedule 13D is hereby amended and replaced in its entirety as follows:
On November 17,2017, the Company announced in a press release that it had entered into the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation and a whollyowned subsidiary of Parent. At the effective time of the Merger (the “Effective Time”), each ADS issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares and the Dissenting Shares, each as defined below) will be cancelled and cease to exist in exchange for the right to receive US$7.55 in cash without interest and net of any withholding taxes. “Excluded Shares” means, collectively, Ordinary Shares and ADSs beneficially owned (as determined pursuant to Rule 13d3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by the Rollover Shareholders. Each of the Excluded Shares and ADSs representing the Excluded Shares will be cancelled and cease to exist at the Effective Time without payment of any consideration or distribution therefor. “Dissenting Shares” means Ordinary Shares outstanding immediately prior to the Effective Time and held by holders who have validly given a written objection with respect to the Merger pursuant to Section 238(2) of the Cayman Islands Companies Law (the “CICL”) and not withdrawn or lost their dissenter’s rights pursuant to the CICL. Each Dissenting Share will be cancelled at the Effective Time for the right to receive from the surviving corporation the fair value of such Ordinary Shares as determined in accordance with the CICL.
The consummation of the Merger is subject to the satisfaction or waiver of a number of conditions set forth in the Merger Agreement, including the approval of the Merger Agreement and the transactions contemplated thereby by holders of Ordinary Shares representing twothirds or more of the Ordinary Shares present and voting at a shareholders’ meeting of the Company convened for purposes of voting upon and approving the Merger Agreement and the transactions contemplated thereby. The Merger Agreement may be terminated by the Company or Parent under certain circumstances.
The purpose of the transactions contemplated under the Merger Agreement, including the Merger, is to acquire all of the outstanding Ordinary Shares and ADSs not owned by the Rollover Shareholders. If the Merger is consummated, ADSs will no longer be traded on the Nasdaq Global Select Market, the ADSs and Ordinary Shares will cease to be registered under Section 12 of the Exchange Act, and the Company will be privately held by Parent. The information disclosed in this paragraph and the preceding two paragraphs is qualified in its entirety by reference to the Merger Agreement, which is incorporated herein by reference in its entirety.
Concurrently with the execution of the Merger Agreement, Jingling Group Co., Ltd. (the “Guarantor”) entered into a limited guaranty in favor of the Company (the “Limited Guaranty”), pursuant to which the Guarantor irrevocably and unconditionally guaranteed, subject to certain conditions, a portion of Parent’s payment obligations under the Merger Agreement for the termination fee that may become payable by Parent under certain circumstances and certain reimbursement obligations set forth therein. The information disclosed in this paragraph is qualified in its entirety by reference to the Limited Guaranty, a copy of which is filed as Exhibit 7.09, and is incorporated herein by reference in its entirety.
Item 3 of this Schedule 13D/A is incorporated herein by reference.
Other than described in Item 3 and Item 4 above, the Reporting Persons have no plans or proposals which relate to or would result in any of the actions specified in paragraphs (a) through (d) of Item 4 of the Schedule 13D. The reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Company, or any other actions that could involve one or more of the types of the transactions that have one or more of the results described in paragraphs (a) through (d) of Item 4 of the Schedule 13D.
Other hedge funds also recently modified their holdings of the company. Advisors Preferred LLC purchased a new stake in shares of JA Solar Holdings, Co. in the 3rd quarter worth approximately $101,000. FMR LLC purchased a new stake in shares of JA Solar Holdings, Co. in the 1st quarter worth approximately $154,000. Verition Fund Management LLC purchased a new stake in shares of JA Solar Holdings, Co. in the 2nd quarter worth approximately $185,000. Cubist Systematic Strategies LLC purchased a new stake in shares of JA Solar Holdings, Co. in the 3rd quarter worth approximately $194,000. Finally, Bank of America Corp DE lifted its position in shares of JA Solar Holdings, Co. by 10.5% in the 1st quarter. Bank of America Corp DE now owns 36,557 shares of the solar energy provider’s stock worth $239,000 after purchasing an additional 3,465 shares during the period. Institutional investors and hedge funds own 25.21% of the company’s stock.
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Several equities research analysts have recently weighed in on JASO shares. Zacks Investment Research raised shares of JA Solar Holdings, Co. from a “sell” rating to a “hold” rating in a research report on Thursday, July 27th. Axiom Securities reissued a “hold” rating on shares of JA Solar Holdings, Co. in a research report on Thursday, August 10th. Roth Capital set a $7.00 target price on shares of JA Solar Holdings, Co. and gave the company a “hold” rating in a research report on Wednesday, August 23rd. Credit Suisse Group set a $7.00 target price on shares of JA Solar Holdings, Co. and gave the company a “hold” rating in a research report on Tuesday, August 29th. Finally, ValuEngine raised shares of JA Solar Holdings, Co. from a “buy” rating to a “strong-buy” rating in a research report on Monday, September 11th. Two research analysts have rated the stock with a sell rating, three have issued a hold rating and one has issued a strong buy rating to the company’s stock. The company has a consensus rating of “Hold” and a consensus target price of $6.50.
JA Solar Holdings, Co., Ltd. (NASDAQ:JASO) remained flat at $$7.45 during midday trading on Tuesday. The company’s stock had a trading volume of 1,057,200 shares, compared to its average volume of 529,943. The firm has a market cap of $354.40, a PE ratio of 4.84 and a beta of 1.26. JA Solar Holdings, Co., Ltd. has a 12 month low of $4.42 and a 12 month high of $8.48. The company has a debt-to-equity ratio of 0.29, a current ratio of 1.03 and a quick ratio of 0.70.
JA Solar Holdings, Co. (NASDAQ:JASO) last posted its quarterly earnings results on Wednesday, November 15th. The solar energy provider reported $0.13 earnings per share (EPS) for the quarter, missing the Zacks’ consensus estimate of $0.19 by ($0.06). The company had revenue of $652.60 million during the quarter, compared to analysts’ expectations of $609.78 million. JA Solar Holdings, Co. had a return on equity of 7.73% and a net margin of 2.84%. The company’s quarterly revenue was up 4.5% on a year-over-year basis. During the same period in the prior year, the business posted $0.13 EPS. analysts expect that JA Solar Holdings, Co., Ltd. will post 0.65 earnings per share for the current year.
JA Solar Holdings, Co. Company Profile
JA Solar Holdings Co, Ltd. is a holding company. The Company designs, develops, manufactures and sells solar power products that convert sunlight into electricity for a range of uses. The Company is engaged in manufacturing and selling solar modules, as well as silicon wafer manufacturing. The Company operates through two segments, including manufacturing and solar projects.
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