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Share Name | Share Symbol | Market | Type |
---|---|---|---|
JA Solar Holdings, Co., Ltd. ADS, Each Representing Five Ordinary Shares (delisted) | NASDAQ:JASO | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 7.49 | 7.49 | 7.50 | 0 | 01:00:00 |
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TABLE OF CONTENTS
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Amendment No. 1)
RULE 13e-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
JA Solar Holdings Co., Ltd.
(Name of the Issuer)
JA Solar Holdings Co., Ltd.
Mr. Baofang Jin
Jinglong Group Co., Ltd.
JASO Top Holdings Limited
JASO Holdings Limited
JASO Parent Limited
JASO Acquisition Limited
Mr. Chin Tien HUANG
Ms. Chi Fung WONG
Ms. Pak Wai WONG
(Names of Persons Filing Statement)
Ordinary Shares, par value $0.0001 per share
American Depositary Shares, each representing five Ordinary Shares
(Title of Class of Securities)
001-33290
(CUSIP Number)
JA Solar Holdings Co., Ltd.
Building No. 8, Noble Center, Automobile Museum East Road, Fengtai, Beijing 100070 People's Republic of China Telephone: +86 10 63611888 |
Mr. Baofang Jin
Jinglong Group Co., Ltd. JASO Top Holdings Limited JASO Holdings Limited JASO Parent Limited JASO Acquisition Limited Building No. 8, Noble Center, Automobile Museum East Road, Fengtai, Beijing 100070 People's Republic of China Telephone: +86 10 63611999 |
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Mr. Chin Tien HUANG Ms. Pak Wai WONG Room A, 43/F, BLK 8, the Wings 9 Tong Yin Street, Tseung Kwan O New Territory, Hong Kong Tel: +852 23899506 |
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Ms. Chi Fung WONG Room A, 43/F, BLK 13, Central Heights 9 Tong Tak Street, Tseung Kwan O New Territory, Hong Kong Tel: +852 23899506 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
This statement is filed in connection with (check the appropriate box):
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: o
Check the following box if the filing is a final amendment reporting the results of the transaction: o
Calculation of Filing Fee
Transactional Valuation*
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Amount of Filing Fee**
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US$268,198,833 | US$33,391 | |
Amount Previously Paid: | Filing Party: | |
Form or Registration No.: |
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Date Filed: |
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This Amendment No. 1 (this "Amendment") to the Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this "Transaction Statement"), is being filed with the Securities and Exchange Commission (the "SEC") pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), jointly by the following persons (each, a "Filing Person," and collectively, the "Filing Persons"): (a) JA Solar Holdings Co., Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "Company"), the issuer of the ordinary shares, par value US$0.0001 per share (each, a "Share" and collectively, the "Shares"), including the Shares represented by American depositary shares (each, an "ADS," and together, the "ADSs"), each representing five Shares that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) Mr. Baofang Jin, the chairman of the board of directors and chief executive officer of the Company; (c) Jinglong Group Co., Ltd., a British Virgin Islands company (" Jinglong"); (d) JASO Top Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (" JASO Top"); (e) JASO Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands ("Holdco"); (f) JASO Parent Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands, and a wholly owned subsidiary of Holdco ("Parent"); (g) JASO Acquisition Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands, and a wholly owned subsidiary of Parent ("Merger Sub"); (h) Mr. Chin Tien Huang; (i) Ms. Pak Wai WONG; and (j) Ms. Chi Fung WONG. This Amendment amends and restates in its entirety information set forth in the Transaction Statement.
On November 17, 2017, Holdco, Parent, Merger Sub and the Company entered into an agreement and plan of merger (the "Merger Agreement") providing for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving company (the "Surviving Corporation") after the Merger as a wholly owned subsidiary of Parent (the "Merger").
Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), (i) each of the Shares issued and outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to receive US$1.51 in cash, without interest, and (ii) each of the ADSs issued and outstanding immediately prior to the Effective Time will be cancelled in exchange for the right to receive US$7.55 in cash without interest, except for (x) 61,036,142 Shares held by Jinglong, Mr. Chin Tien HUANG, Ms. Pak Wai WONG, and Ms. Chi Fung WONG (collectively, the "Rollover Shareholders"), which will be cancelled and cease to exist without payment of consideration as contemplated by and in accordance with the Support Agreement entered into between Holdco and the Rollover Shareholders (the "Support Agreement"), and (y) Shares held by shareholders who have validly exercised and have not effectively withdrawn or lost their rights to dissent from the Merger pursuant to Section 238 of the Companies Law of the Cayman Islands (the "Dissenting Shares"), which will be cancelled and cease to exist in exchange for the right to receive the payment of fair value of the Dissenting Shares in accordance with Section 238 of the Companies Law of the Cayman Islands.
In addition to the foregoing, at or immediately prior to the Effective Time, each option (each, a "Company Option") to purchase Shares granted under the Company's 2006 stock incentive plan, dated as of August 18, 2006, and the Company's 2014 stock incentive plan, dated as of June 30, 2014, and all amendments and modifications thereto (collectively, the "Share Incentive Plan"), whether or not vested or exercisable, that is outstanding and unexercised, will be cancelled and (i) converted into the right of each holder of such Company Option (other than the Rollover Shareholders) to receive cash, net of any applicable withholding taxes, in the amount equal to the product of (x) the excess, if any, of US$1.51 over the exercise price of such Company Option and (y) the number of Shares such holder could have purchased (assuming full vesting of all options) had such holder exercised such Company Option in full immediately prior to the Effective Time, and (ii) all Company Options held by
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the Rollover Shareholders, if any, shall be treated as set forth in the Support Agreement (as defined below).
At or immediately prior to the Effective Time, each restricted share of the Company granted under the Share Incentive Plan (each a "Restricted Share") and each restricted share unit granted under the Share Incentive Plan (each, an "RSU"), in each case that is then outstanding and unexercised, will be cancelled and converted into the right of the holder of such Restricted Share and/or RSU to receive cash, without interest and net of any applicable withholding taxes, in the amount equal to US$1.51.
The Merger remains subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, including obtaining the requisite approval of the shareholders of the Company. The Merger Agreement, the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands in connection with the Merger (the "Plan of Merger") and the transactions contemplated by the Merger Agreement and the Plan of Merger (collectively, the "Transactions"), including the Merger, must be authorized and approved by a special resolution of the Company passed by an affirmative vote of holders of Shares representing at least two-thirds of the Shares present and voting in person or by proxy as a single class at the extraordinary general meeting held in accordance with its memorandum and articles of association. Pursuant to the Support Agreement, the Rollover Shareholders have agreed to vote all of the Shares beneficially owned by them in favor of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, which Shares represent approximately 25.7% of the total number of votes represented by the Company's issued and outstanding Shares. A vote by a majority of the Shares held by unaffiliated holders is not required to approve the Merger Agreement, the Plan of Merger, or the Transactions, including the Merger.
The Company will make available to its shareholders a proxy statement (the "Proxy Statement," a preliminary copy of which is attached as Exhibit (a)-(1) to this Amendment), relating to the extraordinary general meeting of the Company's shareholders, at which the Company's shareholders will consider and vote upon, among other proposals, a proposal to authorize and approve the Merger Agreement, the Plan of Merger and the Transactions, including the Merger. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Proxy Statement.
The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each item in this Amendment are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto.
All information contained in this Transaction Statement concerning each Filing Person has been supplied by such Filing Person. No Filing Person, including the Company, has supplied any information with respect to any other Filing Person.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Item 2 Subject Company Information
Item 3 Identity and Background of Filing Persons
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Item 4 Terms of the Transaction
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Item 5 Past Contracts, Transactions, Negotiations and Agreements
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Item 6 Purposes of the Transaction and Plans or Proposals
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Item 7 Purposes, Alternatives, Reasons and Effects
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Item 8 Fairness of the Transaction
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Item 9 Reports, Opinions, Appraisals and Negotiations
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The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested holder of the Shares or his, her or its representative who has been so designated in writing.
Item 10 Source and Amount of Funds or Other Consideration
Item 11 Interest in Securities of the Subject Company
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Item 12 The Solicitation or Recommendation
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
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Item 14 Persons/Assets, Retained, Employed, Compensated or Used
Item 15 Additional Information
(a)-(1) |
Preliminary Proxy Statement of the Company dated January 11, 2018 (the "Proxy Statement"). | |
(a)-(2) |
Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the Proxy Statement. |
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(a)-(3) |
Form of Proxy Card, incorporated herein by reference to Annex I to the Proxy Statement. |
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(a)-(4) |
Form of ADS Voting Instruction Card, incorporated herein by reference to the Proxy Statement. |
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(a)-(5) |
Press Release issued by the Company, dated November 20, 2017, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the Company to the SEC on November 20, 2017. |
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(b)-(1) |
Debt Commitment Letter, by CSI Finance Limited, Credit Suisse AG, Singapore Branch, Dong Yin Development (Holdings) Limited and SPDB International (Hong Kong) Limited in favor of JASO Acquisition Limited, dated as of November 17, 2017, incorporated herein by reference to Exhibit 7.05 to the Amendment No. 7 to the Schedule 13D filed by Jinglong Group Co., Ltd., Mr. Baofang JIN, Mr. Chin Tien HUANG, Ms. Chi Fung WONG, and Ms. Pak Wai WONG on November 21, 2017. |
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(b)-(2) |
Commitment Letter, by Abax Asian Structured Credit Fund II, LP in favor of JASO Top Holdings Limited, dated as of November 17, 2017, incorporated herein by reference to Exhibit 7.06 to the Amendment No. 7 to the Schedule 13D filed by Jinglong Group Co., Ltd., Mr. Baofang JIN, Mr. Chin Tien HUANG, Ms. Chi Fung WONG, and Ms. Pak Wai WONG on November 21, 2017. |
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(c)-(1) |
Opinion of Houlihan Lokey (China) Limited, dated November 16, 2017, incorporated herein by reference to Annex F to the Proxy Statement. |
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(c)-(2) |
Discussion Materials prepared by Houlihan Lokey (China) Limited for discussion with the Special Committee, dated November 16, 2017. |
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(d)-(1) |
Agreement and Plan of Merger, dated as of November 17, 2017, by and among the Company, Holdco, Parent and Merger Sub, incorporated herein by reference to Annex A to the Proxy Statement. |
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(d)-(2) |
Support Agreement, dated as of November 17, 2017, by and between Holdco, Mr. Chin Tien HUANG, Ms. Chi Fung WONG, and Ms. Pak Wai WONG, incorporated herein by reference to Annex C to the Proxy Statement. |
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(d)-(3) |
Limited Guarantee, dated as of November 17, 2017, by and between Jinglong and the Company, incorporated herein by reference to Annex D to the Proxy Statement. |
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(d)-(4) |
Equity Commitment Letter, dated as of November 17, 2017, by and between Jinglong, JASO Top, and Holdco, incorporated herein by reference to Annex E to the Proxy Statement. |
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(f)-(1) |
Dissenters' Rights, incorporated herein by reference to the section entitled "Dissenters' Rights" in the Proxy Statement. |
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(f)-(2) |
Section 238 of the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised), incorporated herein by reference to Annex G to the Proxy Statement. |
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(g) |
Not applicable. |
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After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: January 11, 2018
JA Solar Holdings Co., Ltd. | ||||||
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By |
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/s/ SHAOHUA JIA |
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Name: | Shaohua Jia | |||||
Title: | Director | |||||
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Mr. Baofang Jin |
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/s/ BAOFANG JIN |
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Jinglong Group Co., Ltd. |
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By |
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/s/ BAOFANG JIN |
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Name: | Baofang Jin | |||||
Title: | Director | |||||
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JASO Top Holdings Limited |
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By |
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/s/ BAOFANG JIN |
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Name: | Baofang Jin | |||||
Title: | Director | |||||
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JASO Holdings Limited |
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By |
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/s/ BAOFANG JIN |
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Name: | Baofang Jin | |||||
Title: | Director | |||||
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JASO Parent Limited |
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By |
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/s/ BAOFANG JIN |
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Name: | Baofang Jin | |||||
Title: | Director | |||||
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JASO Acquisition Limited |
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By |
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/s/ BAOFANG JIN |
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Name: | Baofang Jin | |||||
Title: |
Director
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[ Signature Page to JA Solar SC 13e 3 Amendment No. 1 ]
Mr. Chin Tien Huang | ||||||
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/s/ CHIN TIEN HUANG |
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Ms. Chi Fung WONG |
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/s/ CHI FUNG WONG |
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Ms. Pak Wai WONG |
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/s/ PAK WAI WONG |
[ Signature Page to JA Solar SC 13e 3 Amendment No. 1 ]
(a)-(1) | Preliminary Proxy Statement of the Company dated January 11, 2018 (the "Proxy Statement"). | ||
(a)-(2) | Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the Proxy Statement. | ||
(a)-(3) | Form of Proxy Card, incorporated herein by reference to Annex I to the Proxy Statement. | ||
(a)-(4) | Form of ADS Voting Instruction Card, incorporated herein by reference to the Proxy Statement. | ||
(a)-(5) | Press Release issued by the Company, dated November 20, 2017, incorporated herein by reference to Exhibit 99.1 to the Report on Form 6-K furnished by the Company to the SEC on November 20, 2017. | ||
(b)-(1) | Debt Commitment Letter, by CSI Finance Limited, Credit Suisse AG, Singapore Branch, Dong Yin Development (Holdings) Limited and SPDB International (Hong Kong) Limited in favor of JASO Acquisition Limited, dated as of November 17, 2017, incorporated herein by reference to Exhibit 7.05 to the Amendment No. 7 to the Schedule 13D filed by Jinglong Group Co., Ltd., Mr. Baofang JIN, Mr. Chin Tien HUANG, Ms. Chi Fung WONG, and Ms. Pak Wai WONG on November 21, 2017. | ||
(b)-(2) | Commitment Letter, by Abax Asian Structured Credit Fund II, LP in favor of JASO Top Holdings Limited, dated as of November 17, 2017, incorporated herein by reference to Exhibit 7.06 to the Amendment No. 7 to the Schedule 13D filed by Jinglong Group Co., Ltd., Mr. Baofang JIN, Mr. Chin Tien HUANG, Ms. Chi Fung WONG, and Ms. Pak Wai WONG on November 21, 2017. | ||
(c)-(1) | Opinion of Houlihan Lokey (China) Limited, dated November 16, 2017, incorporated herein by reference to Annex F to the Proxy Statement. | ||
(c)-(2) | Discussion Materials prepared by Houlihan Lokey (China) Limited for discussion with the Special Committee, dated November 16, 2017. | ||
(d)-(1) | Agreement and Plan of Merger, dated as of November 17, 2017, by and among the Company, Holdco, Parent and Merger Sub, incorporated herein by reference to Annex A to the Proxy Statement. | ||
(d)-(2) | Support Agreement, dated as of November 17, 2017, by and between Holdco, Mr. Chin Tien HUANG, Ms. Chi Fung WONG, and Ms. Pak Wai WONG, incorporated herein by reference to Annex C to the Proxy Statement. | ||
(d)-(3) | Limited Guarantee, dated as of November 17, 2017, by and between Jinglong and the Company, incorporated herein by reference to Annex D to the Proxy Statement. | ||
(d)-(4) | Equity Commitment Letter, dated as of November 17, 2017, by and between Jinglong, JASO Top, and Holdco, incorporated herein by reference to Annex E to the Proxy Statement. | ||
(f)-(1) | Dissenters' Rights, incorporated herein by reference to the section entitled "Dissenters' Rights" in the Proxy Statement. | ||
(f)-(2) | Section 238 of the Cayman Islands Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised), incorporated herein by reference to Annex G to the Proxy Statement. | ||
(g) | Not applicable. |
1 Year JA Solar Holdings, Co., Ltd. ADS, Each Representing Five Ordinary Shares (delisted) Chart |
1 Month JA Solar Holdings, Co., Ltd. ADS, Each Representing Five Ordinary Shares (delisted) Chart |
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