UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 20-F



(Mark One)



| |  ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ------------------------------------------------------------------------------------------------

OR







| | x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ------------------------------------------------------------------------------------







For the fiscal year ended December 31,
2011.



OR



| | £ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------



OR



| | £ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | -------------------------------------------------------------------------------------------



Date of event requiring this shell company
report



Commission file number: 001-34615



|JinkoSolar
    Holding Co., Ltd.
|--------------------------------

(Exact name of Registrant as specified
in its charter)



|N/A
|---

(Translation of Registrant's name into
English)



|Cayman Islands
|--------------

(Jurisdiction of incorporation or organization)



|1 Jingke Road
        Shangrao Economic Development Zone
        Jiangxi Province, 334100
        People's Republic of China
        (86-793) 846-9699
|------------------------------------------------------------------------------------------------------------------------------------------------------

(Address of principal executive offices)



|Longgen Zhang, Chief Financial Officer
        1 Jingke Road
        Shangrao Economic Development Zone
        Jiangxi Province, 334100
        People's Republic of China
        Tel: (86-793) 846-9699
        Fax: (86-793) 846-1152
        E-mail: longgen.zhang@jinkosolar.com
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(Name, Telephone, E-mail and/or Facsimile
number and Address of Company Contact Person)



Securities registered or to be registered
pursuant to Section 12(b) of the Act:



|Title of each class                                                                               |  | Name of each exchange on which 
registered
|------------------------------------------------------------------------------------------------- |  | ------------------------------------------
|                                                                                                  |  |                                           
|American Depositary Shares, each representing
        four shares, par value US$0.00002 per share |  | New York Stock Exchange                   



Securities registered or to be registered
pursuant to Section 12(g) of the Act:



|None
|----

(Title of Class)



Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act:



|None
|----

(Title of Class)



Indicate the number of outstanding shares
of each of the Issuer's classes of capital or common stock as of the close of the period covered by the annual report. 89,435,058
shares, par value US$0.00002 per share, as of December 31, 2011.



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes ̈Nox



If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes ̈Nox







Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.    YesxNo ̈



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes ̈No ̈



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large
accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):



Large
accelerated filer ̈Accelerated filerxNon-accelerated filer ̈





Indicate by check mark which basis of accounting
the registrant has used to prepare the financial statements included in this filing:



|U.S. GAAPx |  | International Financial Reporting Standards as issued by the International Accounting
 Standards Board ̈ |  | Other ̈
|---------- |  | ------------------------------------------------------------------------------------------------------- |  | ------



If
"Other" has been checked in response to the previous question, indicate by check mark which financial statement item
the registrant has elected to follow. Item 17 ̈Item
18 ̈



If
this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes ̈Nox



(APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)



Indicate
by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  Yes ̈No ̈















TABLE OF CONTENTS





|INTRODUCTION | 3
|------------ | -
|             |  
|PART I       |  
|             |  
|ITEM 1.      |  
|             |  
|ITEM 2.      |  
|             |  
|ITEM 3.      |  
|             |  
|ITEM 4.      |  
|             |  
|ITEM 4A.     |  
|             |  
|ITEM 5.      |  
|             |  
|ITEM 6.      |  
|             |  
|ITEM 7.      |  
|             |  
|ITEM 8.      |  
|             |  
|ITEM 9.      |  
|             |  
|ITEM 10.     |  
|             |  
|ITEM 11.     |  
|             |  
|ITEM 12.     |  
|             |  
|PART II      |  
|             |  
|ITEM 13.     |  
|             |  
|ITEM 14.     |  
|             |  
|ITEM 15.     |  
|             |  
|ITEM 16A.    |  
|             |  
|ITEM 16B.    |  
|             |  
|ITEM 16C.    |  
|             |  
|ITEM 16D.    |  
|             |  
|ITEM 16E.    |  
|             |  
|ITEM 16F.    |  
|             |  
|ITEM 16G.    |  
|             |  
|Item 16H     |  
|             |  
|PART III     |  
|             |  
|ITEM 17.     |  
|             |  
|ITEM 18.     |  
|             |  
|ITEM 19.     |  
|             |  
|SIGNATURES   |  





2







INTRODUCTION



Unless otherwise indicated and except where
the context otherwise requires, references in this annual report on Form 20-F to:



| | • |  | "we," "us," "our company," "our" or "JinkoSolar" refer to JinkoSolar Holding Co., Ltd., a Cayman Islands holding company, its current and former subsidiaries for the relevant periods, and, in the context of describing our financial results prior to September 2008, also includes the following variable interest entities, or VIEs, which were consolidated for the following relevant periods: (i) Shangrao Yangfan Electronic Materials Co., Ltd., or Yangfan, from June 6, 2006 to September 1, 2008; (ii) Shangrao Tiansheng Semiconductor Materials Co., Ltd., or Tiansheng, from June 6, 2006 to September 30, 2008; (iii) Shanghai Alvagen International Trading Co., Ltd., or Alvagen, from April 29, 2007 to September 1, 2008; and (iv) Shangrao Hexing Enterprise Co., Ltd., or Hexing, from September 3, 2007 to September 30, 2008;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • |  | "ADRs" refers to the American depositary receipts evidencing our American depositary shares;
| | - |  | --------------------------------------------------------------------------------------------



| | • |  | "ADSs" refers to our American depositary shares;
| | - |  | ------------------------------------------------



| | • |  | "CE" refers to CE certification, a verification of electromagnetic compatibility (EMC) compliance issued by SGS Taiwan Ltd. certifying compliance with the principal protection requirement of directive 2004/108/EC of the European Union and EN61000-6-3:2001+A11:2004 and EN61000-6-1:2001 standards;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • |  | "CQC" refers to the certificate issued by China Quality Certification Centre certifying that our solar modules comply with IEC61215:2005 and IEC61730-2:2004 standards;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • |  | "DQS-UL" refers to the certificate issued by DQS GmbH certifying that our quality management system for both of the manufacture of silicon wafers and the design, manufacture and relative activities of solar modules in Jiangxi Jinko complies with ISO9001 : 2008 standard;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |  |                                                                                                                                                                                                                                                                               
| | • |  | "Euro" or "€" refers to the legal currency of the European Union;                                                                                                                                                                                                             



| | • |  | "selling shareholders" refers to certain shareholders selling 1,500,000 ADSs representing 6,000,000 ordinary shares of us on the NYSE in the follow-on offering completed on November 10, 2010; we did not receive any of the proceeds from the sale of ADSs by the selling shareholders;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • |  | "HK$" or "Hong Kong dollar" refers to the legal currency of Hong Kong;
| | - |  | ----------------------------------------------------------------------



| | • |  | "Jiangxi Desun" refers to Jiangxi Desun Energy Co., Ltd., an entity in which our founders and substantial shareholders, Xiande Li, Kangping Chen and Xianhua Li, each holds more than 10%, and collectively hold 73%, of the equity interest; Jiangxi Desun's financial results were consolidated into our financial statements from June 6, 2006 to July 28, 2008;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • |  | "Jiangxi Jinko" refers to Jinko Solar Co., Ltd., our wholly-owned operating subsidiary incorporated in the PRC;
| | - |  | ---------------------------------------------------------------------------------------------------------------



| | • |  | "Jiangxi Materials" refers to Jiangxi Photovoltaic Materials Co., Ltd., our wholly-owned operating subsidiary incorporated in the PRC by Jiangxi Jinko on December 1, 2010;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



3







| | • |  | "June 6, 2006" refers to the inception of our business;
| | - |  | -------------------------------------------------------



| | • |  | "long-term supply contracts" refers to our polysilicon supply contracts with terms of one year or above;                                                                                                                                                         
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |  |                                                                                                                                                                                                                                                                  
| | • |  | "LRQA" refers to the certificate issued by Lloyd’s Register Quality Assurance to certify that our quality management system of the design, development and production of solar cells and solar modules in Zhejiang Jinko complies with the ISO9001:2008 standard;



| | • |  | "MCS" refers to MCS certificate of factory production control issued by British Approvals Board for Telecommunications certifying that the production management system of our certain types of solar panels complies with MCS005 Issue 2.3 and MCS010 Issue 1.5 standards;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |  |                                                                                                                                                                                                                                                                            
| | • |  | "NYSE" or "New York Stock Exchange" refers to the New York Stock Exchange Inc.;                                                                                                                                                                                            



| | • |  | "OEM" refers to an original equipment manufacturer who manufactures products or components that are purchased by another company and retailed under that purchasing company's brand name;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • |  | "outstanding ordinary shares" and "shares issued and outstanding" refer to our outstanding ordinary shares as of the date of this annual report, excluding the 1,623,472 ordinary shares issued to the depositary and reserved for future grants under our long term incentive plan adopted on July 10, 2009, as amended and restated;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • |  | "PRC" or "China" refers to the People's Republic of China, excluding, for purposes of this annual report, Taiwan, Hong Kong and Macau;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



| | • |  | "RMB" or "Renminbi" refers to the legal currency of China;
| | - |  | ----------------------------------------------------------



| | • |  | "TÜV" refers to TÜV certificates, issued by TÜV Rheinland Product Safety GmbH certifying that certain types of our solar modules comply with IEC 61215:2005, EN 61215:2005, IEC 61730-1:2004, IEC 61730-2:2004, EN 61730-1:2007 and EN 61730-2:2007 standards;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • |  | "UL" refers to the certificate issued by Underwriters Laboratories Inc., to certify that certain types of our solar modules comply with its selected applicable standards;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • |  | "US$," "dollars" or "U.S. dollars" refers to the legal currency of the United States;
| | - |  | -------------------------------------------------------------------------------------



| | • |  | "watt" or "W" refers to the measurement of total electrical power, where "kilowatt" or "kW" means one thousand watts, "megawatts" or "MW" means one million watts and "gigawatt" or "GW" means one billion watts;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • |  | "Wp" refers to watt-peak, a measurement of power output, most often used in relation to photovoltaic solar energy devices;
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| | • |  | "Xinwei" refers to Shangrao Xinwei Industry Co., Ltd., our PRC subsidiary from July 16, 2007 to December 28, 2007; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| | • |  | "Zhejiang Jinko" refers to Zhejiang Jinko Solar Co., Ltd., formerly Zhejiang Sun Valley Energy Application Technology Co., Ltd., a solar cell supplier incorporated in the PRC which has been our wholly-owned subsidiary since June 30, 2009.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





4







Names of certain companies provided in this
annual report are translated or transliterated from their original Chinese legal names.



Discrepancies in any table between the amounts
identified as total amounts and the sum of the amounts listed therein are due to rounding.



This annual report on Form 20-F includes
our audited consolidated financial statements for the years ended December 31, 2009, 2010 and 2011 and as of December 31,
2010 and 2011.



We completed our initial public offering of
5,835,000 ADSs representing 23,340,000 ordinary shares on May 19, 2010. Our ADSs are listed on NYSE under the symbol "JKS."
On November 10, 2010, we completed a follow-on public offering of 3,500,000 ADSs representing 14,000,000 ordinary shares,
of which 2,000,000 ADSs were sold by us and 1,500,000 ADSs were sold by the selling shareholders. On May 17, 2011, we completed
an offering of US$125 million of 4.00% convertible senior notes due 2016 to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended, or the Securities Act.



PART I



|ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
|------- | -----------------------------------------------------



Not Applicable.



|ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE
|------- | ---------------------------------------



Not Applicable.



|ITEM 3. | KEY INFORMATION
|------- | ---------------



|A. | Selected Financial Data
|-- | -----------------------



Our Selected Consolidated Financial Data



The following selected consolidated statements
of operations data for the years ended December 31, 2009, 2010 and 2011 and the selected consolidated balance sheet data as
of December 31, 2010 and 2011 are derived from our audited consolidated financial statements included elsewhere in this annual
report. The selected consolidated statements of operations data for the years ended December 31, 2007 and 2008 and the consolidated
balance sheet data as of December 31, 2007, 2008 and 2009 are derived from our audited consolidated financial statements,
which are not included in this annual report. The selected consolidated condensed financial data should be read in conjunction
with, and are qualified in their entirety by reference to, our audited consolidated financial statements and related notes and
“Item 5. Operating and Financial Review and Prospects" included elsewhere in this annual report. Our consolidated financial
statements are prepared and presented in accordance with accounting principles generally accepted in the United States of America,
or U.S. GAAP. The historical results are not necessarily indicative of results to be expected in any future periods. We have determined
that we were no longer the primary beneficiary of Yangfan and Alvagen as of September 1, 2008 and Tiansheng and Hexing were
no longer VIEs as of September 30, 2008. As a result, we were no longer required to consolidate their financial results with
ours as of September 1, 2008 and September 30, 2008, respectively.



5







|                                                                                                 |  | For the Year Ended December 31,                 |           
|------------------------------------------------------------------------------------------------ |  | ----------------------------------------------- | ----------
|                                                                                                 |  | 2007                                            |           
|                                                                                                 |  | (RMB)                                           |           
|                                                                                                 |  | (in thousands, except share and per share data) |           
|                                                                                                 |  |                                                 |           
|Consolidated Statements of Operations Data:                                                      |  |                                                 |           
|Revenues                                                                                         |  |                                                 | 709,152.9 
|Cost of revenues                                                                                 |  |                                                 | (621,024.0
|Gross profit                                                                                     |  |                                                 | 88,128.9  
|Total operating expenses                                                                         |  |                                                 | (12,540.3 
|Income from operations                                                                           |  |                                                 | 75,588.6  
|Interest expenses, net                                                                           |  |                                                 | (321.9    
|Convertible senior notes issuance costs                                                          |  |                                                 | —         
|Subsidy income                                                                                   |  |                                                 | 546.8     
|Investment (loss)/gain                                                                           |  |                                                 | —         
|Exchange loss                                                                                    |  |                                                 | (68.0     
|Other income/(expense), net                                                                      |  |                                                 | 300.0     
|Change in fair value of forward contracts                                                        |  |                                                 | —         
|Change in fair value of embedded derivatives                                                     |  |                                                 | —         
|Change in fair value of convertible senior notes and capped call options                         |  |                                                 | —         
|Income before income taxes                                                                       |  |                                                 | 76,045.5  
|Income tax (expense)/benefit                                                                     |  |                                                 | —         
|Net income                                                                                       |  |                                                 | 76,045.5  
|Less: Net (income)/loss attributable to the non-controlling interests                            |  |                                                 | —         
|Net income attributable to JinkoSolar Holding Co., Ltd.                                          |  |                                                 | 76,045.5  
|Net (loss)/income attributable to JinkoSolar Holding Co., Ltd's ordinary shareholders per share  |  |                                                 |           
|Basic                                                                                            |  |                                                 | 2.19      
|Diluted                                                                                          |  |                                                 | 2.19      
|Net (loss)/income attributable to JinkoSolar Holding Co., Ltd's ordinary shareholders per ADS(1) |  |                                                 |           
|Basic                                                                                            |  |                                                 | 8.77      
|Diluted                                                                                          |  |                                                 | 8.77      
|Weighted average ordinary shares outstanding                                                     |  |                                                 |           
|Basic                                                                                            |  |                                                 | 34,691,800
|Diluted                                                                                          |  |                                                 | 34,691,800
|                                                                                                 |  |                                                 |           






| | (1) | Each ADS represents four ordinary shares.
| | --- | -----------------------------------------





6











|                                                                                              |  | As of December 31, |          
|--------------------------------------------------------------------------------------------- |  | ------------------ | ---------
|                                                                                              |  | 2007               |          
|                                                                                              |  | (RMB)              |          
|                                                                                              |  | (in thousands)     |          
|                                                                                              |  |                    |          
|Consolidated Balance Sheet Data:                                                              |  |                    |          
|Cash and cash equivalents                                                                     |  |                    | 27,242.2 
|Restricted cash                                                                               |  |                    | —        
|Short-term investments                                                                        |  |                    | —        
|Account receivable, net – related parties                                                     |  |                    | —        
|Accounts receivable, net – third parties                                                      |  |                    | 228.4    
|Advances to suppliers, net– third parties                                                     |  |                    | 151,455.7
|Inventories                                                                                   |  |                    | 172,134.9
|Total current assets                                                                          |  |                    | 398,470.1
|Property, plant and equipment, net                                                            |  |                    | 57,479.4 
|Land use rights, net                                                                          |  |                    | 6,962.0  
|Advances to suppliers to be utilized beyond one year                                          |  |                    | —        
|Total assets                                                                                  |  |                    | 559,279.8
|Accounts payable –  a related party                                                           |  |                    |          
|Accounts payable – third parties                                                              |  |                    | 8,721.3  
|Notes payable                                                                                 |  |                    | —        
|Accrued payroll and welfare expenses                                                          |  |                    | 4682.2   
|Advance from third party customers                                                            |  |                    | 162,001.8
|Bonds payable and accrued interests                                                           |  |                    | —        
|Short-term borrowings from third parties (including current portion of long-term  borrowings) |  |                    | 22,990.0 
|Total current liabilities                                                                     |  |                    | 310,922.2
|Long-term borrowings                                                                          |  |                    | —        
|Convertible senior notes                                                                      |  |                    |          
|Total liabilities                                                                             |  |                    | 372,585.9
|Series A redeemable convertible preferred shares                                              |  |                    | —        
|Series B redeemable convertible preferred shares                                              |  |                    | —        
|Total JinkoSolar Holding Co., Ltd. shareholders' equity                                       |  |                    | 175,753.9
|Non-controlling interests                                                                     |  |                    | 10,940.1 
|Total liabilities and shareholders' equity                                                    |  |                    | 559,279.8



Exchange Rate Information



We publish our consolidated financial statements
in Renminbi. The conversion of Renminbi into U.S. dollars in this annual report is solely for the convenience of readers. For all
dates and periods through December 31, 2008, exchange rates of Renminbi into U.S. dollars are 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.
For January 1, 2009 and all later dates and periods, the exchange rate refers to the exchange rate as set forth in the H.10
statistical release of the Federal Reserve Board. Unless otherwise noted, all translations from Renminbi to U.S. dollars and from
U.S. dollars to Renminbi in this annual report were made at a rate of RMB6.2939 to US$1.00, the noon buying rate in effect as of
December 30, 2011. The Renminbi is not freely convertible into foreign currency. We make no representation that any Renminbi
or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular
rate, the rates stated below, or at all. On April 13, 2012, the exchange rate, as set forth in the H.10 statistical release
of the Federal Reserve Board, was RMB6.3022 to US$1.00.



The following table sets forth information
concerning exchange rates between the RMB and the U.S. dollar for the periods indicated.



7









|Period                         |  | Period End        |        |  | Average(1) |  |        | Low |  |  | High   | 
|------------------------------ |  | ----------------- | ------ |  | ---------- |  | ------ | --- |  |  | ------ | 
|                               |  | (RMB per US$1.00) |       
|2007                           |  |                   | 7.2946 |  |            |  | 7.5806 |     |  |  | 7.8127 | 
|2008                           |  |                   | 6.8225 |  |            |  | 6.9192 |     |  |  | 7.2946 | 
|2009                           |  |                   | 6.8259 |  |            |  | 6.8307 |     |  |  | 6.8470 | 
|2010                           |  |                   | 6.6000 |  |            |  | 6.7603 |     |  |  | 6.8330 | 
|2011                           |  |                   | 6.2939 |  |            |  | 6.4475 |     |  |  | 6.6364 | 
|October                        |  |                   | 6.3547 |  |            |  | 6.3710 |     |  |  | 6.3825 | 
|November                       |  |                   | 6.3765 |  |            |  | 6.3564 |     |  |  | 6.3839 | 
|December                       |  |                   | 6.2939 |  |            |  | 6.3482 |     |  |  | 6.3733 | 
|2012                           |  |                   |        |  |            |  |        |     |  |  |        | 
|January                        |  |                   | 6.3080 |  |            |  | 6.3119 |     |  |  | 6.2940 | 
|February                       |  |                   | 6.2935 |  |            |  | 6.2997 |     |  |  | 6.2935 | 
|March                          |  |                   | 6.2975 |  |            |  | 6.3125 |     |  |  | 6.2975 | 
|April (through April 13, 2012) |  |                   | 6.3022 |  |            |  | 6.3048 |     |  |  | 6.2975 | 
|                               |  |                   |        |  |            |  |        |     |  |  |        | 






|(1) | Annual averages are calculated by averaging the rates on the last business day of each month during the annual period. Monthly averages are calculated by averaging the rates on each business day during the month.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





|B. | Capitalization and Indebtedness
|-- | -------------------------------



Not Applicable.



|C. | Reasons for the Offer and Use of Proceeds
|-- | -----------------------------------------



Not Applicable.



|D. | Risk Factors
|-- | ------------



Our business, financial condition and results
of operations are subject to various changing business, competitive, economic, political and social conditions in China and worldwide.
In addition to the factors discussed elsewhere in this annual report, the following are some of the important factors that could
adversely affect our operating results, financial condition and business prospects, and cause our actual results to differ materially
from those projected in any forward-looking statements.





8









Risks Related to Our Business and Industry



Our future growth and profitability
depend on the demand for and the prices of solar power products and the development of photovoltaic technologies.



The solar power industry is at a relatively early stage
of development and has experienced rapid growth in recent years. The rate and extent of market acceptance for solar
power depends on the cost-effectiveness, performance and reliability of solar power relative to conventional and other
renewable energy sources. Advancements in photovoltaic technologies significantly affect the demand for solar power products.
Demand for solar power products is also affected by macroeconomic factors, such as energy supply, demand and prices, as well
as regulations and policies governing renewable energies and related industries. For example, demand for solar power products
declined precipitously in late 2008 due to decreased financing availability for downstream buyers caused by the global
economic crisis. As a result, decreased demand coupled with increased manufacturing capacity caused a decline in the prices
of solar power products. The prices of solar power products further declined in 2009, 2010 and 2011 primarily due to
decreased prices of polysilicon as well as increased manufacturing capacity for solar power products. In 2010, as the effect
of the global economic crisis subsided, the combination of increased availability of financing for downstream buyers
and decreased average selling prices of solar power products contributed to an overall increase in demand for solar power
products. However, in 2011, a decrease in payment to solar power producers, in the form of feed-in tariffs and other
reimbursements, and a reduction in available financing caused a decrease in the demand for solar power products, including
solar modules, in the European markets. Payments to solar power producers decreased as governments in Europe, under pressure
to reduce sovereign debt levels, reduced subsidies such as feed-in tariffs. Furthermore, many downstream purchasers of solar
power products were unable to secure sufficient financing for the solar power projects due to the global credit crunch. As
a result, many solar power producers that purchase solar power products from manufacturers like us were unable or unwilling
to expand their operations. These market conditions were exacerbated by an over-supply of solar power products driven by
increased manufacturing capacity, which adversely affected the prices of solar power products. As a result, the average
selling price of our solar modules, our principal product which represented 90% of our total revenues in 2011, decreased by
28.7% from RMB12.2 per watt for the year ended December 31, 2010 to RMB8.7 (US$1.4) per watt for the year ended December 31,
2011. We cannot assure you that the price of solar modules will not further decline in the future. Any reduction in the price
of solar modules will have a negative impact on our revenue and results of operations. As a result, we may not be profitable
on a quarterly or annual basis. For example, we experienced net losses in the fourth quarter of 2011. In addition, if these
negative market and industry trends continue and demand for solar power projects and solar power products weakens, our
business and results of operations may be materially and adversely affected.







A significant reduction in or
elimination of government subsidies and economic incentives for the use and development of solar power products may have a
material adverse effect on our results of operations and business prospects.



We believe that market demand for
solar power and solar power products in the near term will continue to substantially depend on the availability of
government incentives because the cost of solar power currently exceeds, and we believe will continue to exceed in the near
term, the cost of conventional fossil fuel energy and certain non-solar renewable energy. Various governments have used
policy initiatives to encourage or accelerate the development and adoption of solar power and other renewable energy
sources. Countries in Europe, notably Italy, Germany, France, Belgium and Spain, certain countries in Asia, including China,
Japan, India and South Korea, as well as Australia and the United States have adopted renewable energy policies. Examples
of government-sponsored financial incentives to promote solar power include capital cost rebates, feed-in tariffs, tax
credits, net metering and other incentives to end-users, distributors, project developers, system integrators and
manufacturers of solar power products. Governments may reduce or eliminate existing incentive programs for political,
financial or other reasons, which will be difficult for us to predict. Reductions in feed-in tariff programs may result in a
significant fall in the price of and demand for solar power products. For example, the German market represents a major portion of
the world’s solar market due in large part to government policies that established high feed-in tariff rates. However,
the German government has introduced legislation to reduce the feed-in-tariff program since 2010 due to the strong growth of
its domestic solar market. In Spain, since 2009, continued reductions in the feed-in tariff as a result of its government's
spending cut backs have resulted in a weakened solar market. In 2010, Italy also announced annual reductions to feed-in
tariffs beginning in 2011 in an effort to impede overheating of its solar market. In 2011 and the first quarter of 2012,
several countries, including Germany, Italy, France, our three largest export markets, and certain other major markets for
solar power and solar power products, such as Greece, Spain and Belgium continued to reduce their feed-in tariffs as well as other
incentive measures.



9









As we generated 82.6% of our sales
revenues from overseas market, and our three largest export markets, Germany, Italy, and France represented 32.8%, 25.0% and
5.6% of our total sales revenue, respectively, for the year ended December 31, 2011, any significant reduction in the
scope or discontinuation of, government incentive programs in the overseas markets, especially where our major customers are
located, could cause demand for our products and our revenue to decline and have a material adverse effect on our business,
financial condition, results of operations and prospects. In addition, the announcement of a significant reduction in
incentives in any major market may have an adverse effect on the trading price of our ADSs.



We may not be able to obtain sufficient
silicon raw materials in a timely manner or on commercially reasonable terms, which could have a material adverse effect on our
results of operations and financial condition.



We source virgin polysilicon primarily
through a combination of spot market purchases and purchases under long-term contracts. We have one long-term virgin
ploysilicon supply contract with each of Wuxi Zhongcai Technological Co., Ltd., or Zhongcai Technological, Hoku Materials,
Inc., together with its parent company, Hoku Corporation (formerly known as Hoku Scientific, Inc.), or Hoku, Luoyang Zhonggui
Hi-Tech Limited Company, No.1 Branch, or Luoyang Zhonggui and a reputable German polysilicon supplier, under which we have
agreed to procure an aggregate of  6,974 metric tons of virgin polysilicon from 2011 to 2020. For the year ended December 31,
2011, spot market purchases and purchases under our long-term contracts accounted for approximately 74.2% and 25.8%,
respectively, of our total silicon purchases by value. To secure high quality raw materials from reputable suppliers and
mitigating our exposure to potential price volatility of silicon materials, we intend to continue to procure raw materials
through a combination of purchases under long-term supply contracts and spot market purchases to meet our requirements in the
future.



For the years ended December 31, 2009,
2010 and 2011, our five largest suppliers provided approximately 54.1%, 47.4% and 57.8%, respectively, of our total
silicon purchases by value. For the years ended December 31, 2009 and 2010, no suppliers accounted for more than 10% of our
total silicon purchases by value. For the year ended December 31, 2011, three of our suppliers individually accounted for more
than 10%, and our largest supplier accounted for 16.5%, of our total silicon purchases by value.



Although the global supply of polysilicon
has increased significantly, we may experience interruption to our supply of silicon raw materials or late delivery in the future
for the following reasons, among others:



| | • |  | suppliers under our silicon material supply contracts may delay deliveries for a significant period of time without incurring penalties;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------





10









| | • |  | as we only began our business operations in June 2006, we generally do not have a long history with our virgin polysilicon suppliers and there can be no assurance that they will be able to meet our production needs consistently or on a timely basis;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • |  | compared with us, some of our competitors who also purchase virgin polysilicon from our suppliers have longer and stronger relationships with and have greater buying power and bargaining leverage over some of our key suppliers; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • |  | our supply of silicon raw materials is subject to the business risk of our suppliers, some of whom have limited operating history and limited financial resources, and one or more of which could go out of business for reasons beyond our control in the current economic environment. See "— Hoku may not be able to complete its plant construction in a timely manner or may cease to continue as a going concern, which may have a material adverse effect on our results of operations and financial condition."
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our failure to obtain the required amounts
of silicon raw materials in a timely manner and on commercially reasonable terms would increase our manufacturing costs and/or
substantially limit our ability to meet our contractual obligations to deliver products to our customers. Any failure by us to
meet such obligations could have a material adverse effect on our reputation, ability to retain customers, market share, business
and results of operations and may subject us to claims from our customers and other disputes. Furthermore, our failure to obtain
sufficient silicon raw materials would result in under-utilization of our production facilities and an increase in our marginal
production costs. Any of the above events could have a material adverse effect on our growth, profitability and results of operations.



Volatility in the prices of silicon
raw materials makes our procurement planning challenging and could have a material adverse effect on our results of operations
and financial condition.



Polysilicon is an essential raw material
used in the production of our solar power products. The prices of polysilicon have shown significant volatility in the past
few years.  Prior to the second half of 2008, there was an industry-wide shortage of polysilicon, which resulted in
sharp increases in the prices of polysilicon.  According to Solarbuzz LLC, or Solarbuzz, spot prices of polysilicon
rose to a peak of US$450-US$475/kg by mid-2008. However, from the fourth quarter of 2008 to the second quarter of 2010, the
prices of polysilicon fell significantly to US$52/kg-US$53/kg as reflected in the Photon Consulting Silicon Price Index, or
PCSPI. In the third quarter of 2010, according to PCSPI, the spot price of polysilicon began to increase and reached
US$80/kg in March 2011, but it started to fall in May 2011 and significantly decreased to US$25/kg in December 2011. The spot
price of polysilicon started to increase in January 2012 and reached US$28/kg in March 2012, according to PCSPI.



We expect that the prices of virgin polysilicon
feedstock may continue to be subject to volatility, making our procurement planning challenging. For example, if we refrain from
entering into fixed-price, long-term supply contracts, we may miss the opportunities to secure long-term supplies of virgin polysilicon
at favorable prices if the price of virgin polysilicon increases significantly in the future. On the other hand, if we enter into
more fixed-price, long-term supply contracts, we may not be able to renegotiate or otherwise adjust the purchase prices under such
long-term supply contracts if the price declines. In each case, our business, financial condition and results of operations may
be materially and adversely affected.



11







In addition, if the spot price of virgin
polysilicon continues to decrease, and we are not able to reduce the price under the long term supply contract to a level
equal or below the spot price through renegotiation, the price arrangement under the long term supply contract may cause our
cost of silicon raw materials to be higher than that of our competitors who source their supply of silicon raw materials
based on floating-price arrangements or spot market purchases. For example, under our long-term polysilicon supply contract
with Hoku, the annual prices for the first four years are fixed. However, if the difference between the contract price  under
our long-term supply contract with Hoku and the average contract price for the last twelve months reflected in the PCSPI or
another mutually acceptable third party index exceeds a defined band, the price under our long-term supply contract with Hoku
will be subject to renegotiation by the parties. Hoku is obligated to deliver polysilicon materials to us starting from July
1, 2012. We cannot assure you that the difference between the prices in our long-term supply contract with Hoku and the
average contract prices for the last twelve months before the delivery date of Hoku reflected in the PCSPI or
another mutually acceptable third party will be big enough to trigger the price renegotiation, if spot market price of
virgin polysilicon falls below the contract price under
our long-term supply contract with  Hoku. The prices of polysilicon under our long-term supply contract with
Hoku for the first four years are higher than the spot price of March 2012 as reflected in the PCSPI. In addition, under
our one-year supply contract with a reputable German polysilicon supplier, the supplier has agreed to supply to us
virgin polysilicon for one year starting from January 2012, with a fixed price for each monthly delivery. The average price
of polysilicon under this supply contract is slightly lower than the spot price of March 2012 as reflected in the
PCSPI. However, we cannot assure that the fixed price under this supply contract will not be higher than the sport price if
the spot price of virgin polysilicon continues to decrease. To the extent we may not be able to fully pass higher costs and
expenses on to our customers, our profit margins, results of operations and financial condition may be materially and
adversely affected.



Notwithstanding our continuing efforts
to further diversify our customer base, we derive, and expect to continue to derive, a significant portion of our revenues from
a limited number of customers. As a result, the loss of, or a significant reduction in orders from, any of these customers would
significantly reduce our revenues and harm our results of operations.



We expect that our results of operations will,
for the foreseeable future, continue to depend on the sale of our products to a relatively small number of customers. For the years
ended December 31, 2009, 2010 and 2011, the sales to our top five customers represented 23.7%, 29.8% and 33.6% of our total
revenues, respectively. In particular, sales to one of our customers accounted for 16.1% of our total revenues for the year ended
December 31, 2011. No other customer generated sales that individually exceeded 10% of our revenues for the year ended December
31, 2011. For the years ended December 31, 2009 and 2010, no customer generated sales that individually exceeded 10% of our
revenues. Our relationships with our key customers for solar modules have been developed over a relatively short period of time
and are generally in their early stages. We cannot assure you that we will be able to continue to generate significant revenues
from these customers or that we will be able to maintain these customer relationships. The loss of sales to any of these customers
could also have a material adverse effect on our business, prospects and results of operations.



We may continue to undertake acquisitions,
investments, joint ventures or other strategic alliances, and such undertakings may be unsuccessful.



We have expanded our product lines
into solar cells through our acquisition of Zhejiang Jinko in June 2009 and developed a solar power project in China, in late
2011 through our project company, Delingha Solar Power Co., Ltd., or Delingha Solar Power, in which we hold 88.7% of the
equity interest. We may in the future continue to grow our operations through acquisitions, participation in joint ventures
or other strategic alliances with suppliers or other companies in China and overseas along the solar power industry value
chain. Such acquisitions, participation in joint ventures and strategic alliances may expose us to new operational,
regulatory, market and geographical risks as well as risks associated with additional capital requirements and diversion of
management resources. In particular, our acquisitions may expose us to various risks:



| | • |  | There may be unforeseen risks relating to the target's business and operations or liabilities of the target that were not discovered by us through our legal and business due diligence prior to such acquisition. Such undetected risks and liabilities could have a material adverse effect on our business and results of operations in the future.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



12







| | • |  | There is no assurance that we will be able to maintain customer relationships with previous customers of the target, or develop new customer relationships in the future. Loss of our existing customers or failure to establish relationships with new customers could have a material adverse effect on our business and results of operations.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • |  | Acquisitions will generally divert a significant portion of our management and financial resources from our existing business and the integration of the target's operations with our existing operations has required, and will continue to require, significant management and financial resources, potentially straining our ability to finance and manage our existing operations.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • |  | There is no assurance that the expected synergies
    from any acquisition or joint venture investment will actually materialize. If we are not successful in the integration of
    a     target's     operations,     we may not be able to generate sufficient revenue from its operations to recover costs
    and     expenses of the     acquisition.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |  |                                                                                                                                                                                                                                                                                                                                                            
| | • |  | Acquisition
or participation in new joint venture or strategic alliance may involve us in the management of operation in which we do not possess
extensive expertise.                                                                                                                                                                                      







The materialization of any of these risks
could have a material adverse effect on our business, financial condition and results of operations.



If we do not appropriately maintain
effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, our
business, results of operations and the market price of our ADSs may be materially and adversely affected.



We are subject to reporting
obligations under the U.S. securities laws. The Securities and Exchange Commission, or the SEC, as required under
Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring every public company to include a management
report on such company’s internal control over financial reporting in its annual report, which contains
management’s assessment of the effectiveness of the company’s internal control over financial reporting. In
addition, an independent registered public accounting firm must attest to and report on the effectiveness of the
company’s internal control over financial reporting. Our management has concluded that our internal control over
financial reporting was effective as of December 31, 2011. See “Item 15. — Controls and
Procedures.” However, if we fail to maintain effective internal control over financial reporting in the future, our
management and our independent registered public accounting firm may not be able to conclude that we have effective internal
control over financial reporting at a reasonable assurance level. This could in turn result in the loss of investor
confidence in the reliability of our financial statements and negatively impact the trading price of our ADSs. Furthermore,
we have incurred and may need to incur additional costs and use additional management and other resources in an effort to
comply with Section 404 of the Sarbanes-Oxley Act and other requirements going forward.



We manufacture our products in two locations
in China, which exposes us to various risks relating to long-distance transportation of our silicon wafers and solar cells in the
manufacturing process.



We produce and will continue to produce
silicon ingots, silicon wafers and most of our solar modules in our manufacturing facilities in Shangrao, Jiangxi Province
while produce solar cells and a portion of solar modules in our manufacturing facilities in Haining, Zhejiang Province. As a
result, we transport a substantial volume of our silicon wafers from Shangrao to Haining to be processed into solar cells and
a substantial volume of our solar cells from Haining back to Shangrao to be processed into solar modules. The geographical
separation of our manufacturing facilities necessitates constant long-distance transportation of substantial volumes of our
silicon wafers and solar cells between Shangrao and Haining. The distance between Shangrao and Haining is approximately 410
kilometers and the two cities are connected by roads and railway. The constant long-distance transportation of a large volume
of our silicon wafers and solar cells may expose us to various risks, including (i) increase in transportation costs,
(ii) loss of our silicon wafers and/or solar cells as a result of any accidents that may occur in the transportation
process; (iii) delays in the transportation of our silicon wafers or solar cells as a result of any severe weather
conditions, natural disasters or other conditions adversely affecting road traffic between Haining and Shangrao; and
(iv) disruptions to our production of solar cells and solar modules as a result of delays in the transportation of our
silicon wafers and solar cells. Any of these risks could have a material adverse effect on our business and results of
operations.



13









Prepayment arrangements to suppliers
for the procurement of silicon raw materials expose us to the credit risks of such suppliers and may also significantly increase
our costs and expenses, which could in turn have a material adverse effect on our financial condition, results of operations and
liquidity.



Our supply contracts generally include
prepayment obligations for the procurement of silicon raw materials. As of December 31, 2011, we had approximately
RMB417.7 million (US$66.4 million) of advances to suppliers, including RMB188.4 million (US$29.9 million) of advances to
suppliers to be utilized beyond one year, which consisted primarily of prepayments under our long-term virgin polysilicon
supply contracts, such as our contracts with Hoku and Zhongcai Technological. We generally do not receive collateral to
secure such payments for these contracts and the collateral we received are deeply subordinated and shared with all other
customers and other senior lenders of the supplier. See “— Hoku may not be able to complete its
plant construction in a timely manner or may cease to continue as a going concern, which may have a material adverse effect
on our results of operations and financial condition.” Our prepayments, secured or unsecured, expose us to the credit
risks of our suppliers, and reduce our chances of obtaining the return of such prepayments in the event that our suppliers
become insolvent or bankrupt. Moreover, we may have difficulty recovering such prepayments if any of our suppliers fails to
fulfill its contractual delivery obligations to us. Accordingly, a default by our suppliers to whom we have made
substantial prepayment may have a material adverse effect on our financial condition, results of operations and liquidity.
For example, Zhongcai Technological, to which we have made prepayment of RMB95.6 million (US$15.2 million) suspended its
production at the end of 2011 in response to the change in the polysilicon market and resumed part of its production in March
2012. If Zhongcai Technological cannot ramp up its production with a reasonable profit margin or undergoes any difficulty in
its operation, we may not be able to recover all or any of the prepayment that has been made to Zhongcai Technological and
may have to rely on the guarantee provide by Wuxi Zhongcai Group Co., Ltd., the parent company of Zhongcai Technological, to
recover the prepayment. As of December 31, 2011, we did not record any provisions in relation to the prepayment to Zhongcai
Technological as we believe the potential impairment loss was not probable. We are also exposed to risks associated with our
prepayments to Hoku. See "— Hoku may not be able to complete its plant construction in a timely manner or may
cease to continue as a going concern, which may have a material adverse effect on our results of operations and financial
condition." In addition, if the market price of silicon raw materials declines, we may not be able to adjust any
historical payment insofar as it relates to a future delivery at a fixed price. To the extent that we are unable to pass
these increased costs and expenses to our customers, our business, financial condition and results of operations may be
materially and adversely affected.





14









Hoku may not be able to complete its
plant construction in a timely manner or may cease to continue as a going concern, which may have a material adverse effect on
our results of operations and financial condition.



We have entered into a long-term
supply contract with Hoku, a virgin polysilicon supplier, pursuant to which we have made total prepayments of US$20.0
million. Pursuant to amendment No. 3 to the Hoku contract we entered into with Hoku in September 2011, Hoku has agreed to
refund a total of US$2.2 million of our deposit in monthly installments from September 2011 to June 2012. As of the date
of this annual report, US$880,000 has been already refunded and US$19.12 million of such prepayments are still
outstanding. While our prepayment is secured by a lien on Hoku’s assets according to the terms of our supply contract
with Hoku, such lien is deeply subordinated and shared with all other customers and other senior lenders of Hoku. Under our
long-term polysilicon supply contract with Hoku, the annual prices for the first four years are fixed. However, if the
difference between the contract price and the average contract price for the last twelve months reflected in the PCSPI or
another mutually acceptable third party index exceeds a defined band, the price under our long-term supply contract with Hoku
will be subject to renegotiation by the parties. The prices for the final four years will be determined by both parties three
months prior to each shipment date. Under amendment No. 3 to  the Hoku contract, the first shipment date of the polysilicon
materials has been further postponed to July 1, 2012, which was previously scheduled at July 1, 2011.



According to Hoku’s Form 10-Q for the quarter ended December 31, 2011 filed on March 5, 2012, Hoku
expects to raise at least an additional US$139.8 million to complete the construction of its planned 4,000 metric ton plant with
an total estimated cost of US$700.0 million. However, due to
financing difficulties, Hoku has to temporarily suspended all construction activities in its polysilicon plant until these
financing difficulties are resolved, which Hoku anticipates will occur in the fourth quarter of 2012, with the goal of
commencing production of polysilicon in 2013. In addition, given that the current market conditions that have depressed
polysilicon prices in the solar power industry, Hoku is evaluating a plan to delay commercial production of virgin
polysilicon in its existing plant in favor of accelerating the expansion of its production capacity. As such, Hoku may not be
able to fulfill its delivery obligations for 2012 under the long-term supply agreements with one or more of its customers,
which may result in termination of such supply agreements and Hoku may be required to refund prepayments under the supply
agreements and may not receive promised additional prepayments.  According to Hoku’s Form 10-Q, in order to
avoid price adjustments and/or breaching its supply contracts, Hoku may purchase polysilicon from third parties if it does
not produce sufficient amounts to meet its customer obligations.  Since Hoku had not entered into any agreements to
purchase polysilicon as of the date of its Form 10-Q, we are not certain if Hoku will be able to provide us the polysilicon
in the amount and quality as stipulated in our long-term supply contract, nor can we assure you that Hoku will be able to
fulfill its contractual delivery obligations to us in a timely manner in the future.



In addition, if Hoku is unable to obtain the
required financing  by the fourth quarter of 2012, it could raise substantial doubt about Hoku’s ability to continue
as a going concern. The inability to continue as a going concern could result in an orderly wind-down of Hoku or other potential
restructuring of Hoku. According to the public filings of Hoku on December 22, 2009, Hoku issued shares and warrants representing
a majority of its shares to Tianwei New Energy Holdings Co., Ltd., or Tianwei, a PRC company engaged in the manufacturing of silicon
wafers, solar cells and solar modules. In addition, pursuant to the arrangement between Hoku and Tianwei, Tianwei has the right
to appoint a majority of the directors of Hoku Scientific, thus giving Tianwei control of Hoku. In exchange, Tianwei cancelled
US$50 million of indebtedness that Hoku would be obligated to repay to Tianwei under certain polysilicon supply agreements and
Tianwei agreed to arrange additional loan financing for Hoku. Tianwei has committed to using its reasonable best efforts to assist
Hoku, in return of fair compensation for its financial service in obtaining additional financing that may be required by Hoku to
construct and operate its manufacturing facility. We cannot be certain that Hoku will reach an agreement with Tianwei regarding
the amount or method of compensation, which could affect Tianwei’s willingness to continue to assist Hoku in obtaining necessary
financing.



If Hoku is not successful in obtaining financing
required to complete construction of the manufacturing facility  by the fourth quarter of 2012, or Hoku loses the assistance
of Tianwei in obtaining necessary financing, causing Hoku to fail to fulfill its contractual delivery obligations to us, or if
Hoku ceases to continue as a going concern, we may have difficulty recovering the balance of the deposits we have paid to Hoku.
In such case, we may be obliged to record provisions for impairment loss for all or part of our prepayments to Hoku, which could
have a material adverse effect on our results of operations and financial condition. As of December 31, 2011, we did not record
any provisions in relation to the prepayment to Hoku as the potential impairment loss was not probable.



15









Decreases in the price of silicon raw
materials and solar power products, including solar modules, may result in additional provisions for inventory losses.



We typically plan our production and
inventory levels based on our forecasts of customer demand, which may be unpredictable and can fluctuate materially. Recent
market volatility has made it increasingly difficult for us to accurately forecast future product demand trends. Due to the
decrease in the prices of silicon raw materials and solar power products, including solar modules, which have been our principal
products since 2010, we recorded inventory provisions of RMB11.4 million, RMB29.6 million and RMB201.7 million (US$32.0
million) for the years ended December 31, 2009, 2010 and 2011, respectively. If the prices of silicon materials and
continue to decrease, the carrying value of our existing inventory may exceed its market price in future periods, thus
requiring us to make additional provisions for inventory valuation, which may have a material adverse effect on our financial
position and results of operations.



Increases in electricity costs or a
shortage or disruption of electricity supply may adversely affect our business.



We consume a significant amount of electricity
in our operations. Electricity prices in China have increased in the past few years and are expected to continue to increase in
the future. Our average per kilowatt-hour, or kWh, electricity price increased from RMB0.584 in 2009 to RMB0.675 (US$0.107) in
2011. As a result, our electricity costs may become substantially higher than our competitors, which could diminish our competitive
advantage and adversely affect our business, financial condition and results of operations. Moreover, with the rapid development
of the PRC economy, demand for electricity has continued to increase. There have been shortages or disruptions in electricity supply
in various regions across China, especially during peak seasons, such as the summer, or when there are severe weather conditions.
To prevent further disruption in our power supply, the Shangrao Economic Development Zone Management Committee and Shangrao County
Power Supply Co., Ltd. have completed the construction of the first stage of an electric power transformation and distribution
substation at our manufacturing site. The electric power transformation and distribution substation currently has an annual capacity
of 438 million kWh. We plan to complete the construction of our own electric power transformation and distribution substation with
an annual capacity of approximately 7 million kWh and a gross floor area of approximately 6,667 square meters in Shangrao, Jiangxi
Province by mid-2012. However, we cannot assure you that there will not be disruptions or shortages in our electricity supply or
that there will be sufficient electricity available to us to meet our future requirements. Increases in electricity costs, shortages
or disruptions in electricity supply may significantly disrupt our normal operations, cause us to incur additional costs and adversely
affect our profitability.



We face intense competition in solar
power product markets. If we fail to adapt to changing market conditions and to compete successfully with existing or new competitors,
our business prospects and results of operations would be materially and adversely affected.



The markets for solar power products are intensely
competitive. We compete with manufacturers of solar power products such as Sharp Corporation, Suntech Power Holdings Co., Ltd., or Suntech,
Trina Solar Ltd., or Trina, and Yingli Green Energy Holding Co., Ltd., or Yingli Green Energy, in a continuously evolving market.
Recently, some downstream manufacturers have also built out or expanded their silicon wafer or solar cell production operations.
Some of these competitors are also our customers and suppliers.



16









Some of our current and potential competitors
have a longer operating history, stronger brand recognition, more established relationships with customers, greater financial and
other resources, a larger customer base, better access to raw materials and greater economies of scale than we do. Furthermore,
some of our competitors are integrated players in the solar industry that engage in the production of virgin polysilicon. Their
business models may give them competitive advantages as these integrated players place less reliance on the upstream suppliers
and/or downstream customers.



In addition, as we have recently commenced
developing solar power projects and providing solar system integration services, we may face the extensive competition among the
competitors in these businesses, such as Trina and Yingli Green Energy. Some of our potential competitors in this industry may
have a longer history, a more extensive experience in this industry, greater financial and other resources, stronger brand recognition,
stronger relationships with customers and greater economies of scale than we do. Moreover, the key barriers to entry into our industry
at present consist of availability of financing, availability of experienced technicians and executives who are familiar with the
industry and the implementation of market access standards. If these barriers disappear or become more easily surmountable, new
competitors may successfully enter into our industry, resulting in loss of our market share and increased price competition, which
could adversely affect our operating and net margins.



Technological changes in the solar power
industry could render our products uncompetitive or obsolete, which could reduce our market share and cause our revenue and net
income to decline.



The solar power industry is characterized
by evolving technologies and standards. These technological evolutions and developments place increasing demands on the improvement
of our products, such as solar cells with higher conversion efficiency and larger and thinner silicon wafers and solar cells. Other
companies may develop production technologies enabling them to produce silicon wafers, solar cells and solar modules that yield
higher conversion efficiencies at a lower cost than our products. Some of our competitors are developing alternative and competing
solar technologies that may require significantly less silicon than crystalline silicon wafers and solar cells, or no silicon at
all. Technologies developed or adopted by others may prove more advantageous than ours for commercialization of solar power products
and may render our products obsolete. As a result, we may need to invest significant resources in research and development to maintain
our market position, keep pace with technological advances in the solar power industry and effectively compete in the future. Our
failure to further refine and enhance our products and processes or to keep pace with evolving technologies and industry standards
could cause our products to become uncompetitive or obsolete, which could in turn reduce our market share and materially adversely
affect our results of operations.



Existing regulations and policies and
changes to these regulations and policies may present technical, regulatory and economic barriers to the purchase and use of solar
power products, which may significantly reduce demand for our products.



The market for electricity generation products
is heavily influenced by government regulations and policies concerning the electric utility industry, as well as by policies adopted
by electric utility companies. These regulations and policies often relate to electricity pricing and technical interconnection
requirements for customer-owned electricity generation. In a number of countries, these regulations and policies are being modified
and may continue to be modified. Customer purchases of, or further investment in the research and development of, alternative energy
sources, including solar power technology, could be deterred by these regulations and policies, which could result in a significant
reduction in the demand for our products. For example, without a regulatory mandated exception for solar power systems, utility
customers may be charged interconnection or standby fees for putting distributed power generation on the electric utility grid.
These fees could increase the cost of solar power and make it less desirable, thereby decreasing the demand for our products, harming
our business, prospects, results of operations and financial condition.



17









In addition, we anticipate that solar power
products and their installation will be subject to oversight and regulation in accordance with national and local regulations relating
to building codes, safety, environmental protection, utility interconnection, and metering and related matters. Any new government
regulations or utility policies pertaining to solar power products may result in significant additional expenses to the users of
solar power products and, as a result, could eventually cause a significant reduction in demand for our products.



We may be subject to significant vacant
land fees or even forfeit our land use rights with respect to two pieces of land zoned for residential use.



In January and June 2008, Jiangxi Jinko obtained
the land use rights for two parcels of land zoned for residential use in the Shangrao Economic Development Zone with site areas
of approximately 102,507 square meters and 133,334 square meters, respectively. Jiangxi Jinko paid an aggregate amount of RMB157.7
million in relation to such land use rights, including land use right fees of RMB151.5 million and relevant taxes and fees of RMB6.2
million. Under the agreement between the local land and resource bureau and Jiangxi Jinko, Jiangxi Jinko was only permitted to
develop residential buildings on these two parcels of land and was required to commence its construction and development work no
later than August 31, 2008 and December 31, 2008, respectively. While we intend to construct employee dormitories on
these two parcels, we have not started construction on these parcels of land yet and do not have any concrete plan for construction.



Under the relevant PRC laws and
regulations, unless the delay of the construction is caused by force majeure, government actions or any necessary
pre-construction work, if Jiangxi Jinko fails to commence construction and development work on these two parcels of land
within one year after the respective deadlines, it may be subject to a fine of 20% of the land use right fees, which is up to
approximately RMB30.3 million. We may also be subject to liquidated damages for failure to commence construction promptly. If
Jiangxi Jinko does not commence construction and development work within two years after the respective deadlines, it may
forfeit its land use rights without compensation. Jiangxi Jinko obtained a confirmation letter dated August 16, 2009
issued by the local land and resource bureau, or the local land bureau, in which the local land bureau confirmed that the two
parcels of land had not been delivered to Jiangxi Jinko because the pre-construction work had not been finished by the local
land bureau, and therefore, Jiangxi Jinko would not be subject to any vacant land fees or liquidated damages due to its
failure to commence construction before the above-mentioned deadlines. The letter further confirmed that Jiangxi Jinko's land
use rights for the two parcels of land would not be affected. In September 2010, the State Council of China and other relevant
government departments commenced a new round of nation-wide investigation on idle land and will penalize those who are
responsible for leaving land idle. We cannot assure you that such action taken by the government will not have material
adverse effect on our right to and use of the above two parcels of land.





18









We rely on a limited number of
third-party suppliers for supplying key manufacturing equipment and we may face termination and  late charges and risks
relating to the termination and amendment of certain equipment purchases contracts.



We rely on a limited number of
equipment suppliers for all our principal manufacturing equipment and spare parts, including our silicon ingot furnaces,
squaring machines, wire saws, diffusion furnaces, firing furnaces and screen print machine. For the year ended
December 31, 2011, our top three equipment suppliers include Miyamoto Trading Limited, or Miyamoto, Applied Materials
Baccini S.P.A. (currently "Applied Materials Italia S.R.L."), or Applied Materials and Centrotherm Photovoltaics
AG, or Centrotherm. These suppliers have supplied most of our current principal equipment and spare parts. We originally
planned to expand our annual production capacity for silicon wafers, solar cells and solar modules to 1.5 GW each by the end
of 2011. However, in response to the changes in the market condition, we timely adjusted our expansion plan and plan to
maintain our production capacity for these three products at our current level of 1.2 GW each. Instead of expanding our
production capacity, we plan to focus on improving our efficiency to reduce our unit cost. However, to implement our original
expansion plan, we had already entered into purchase agreements for purchasing additional manufacturing equipment by the end
of 2011. Our purchase capital commitments under these contracts amounted to approximately RMB439.1 million (US$69.8 million)
as of December 31, 2011, of which RMB109.3 million (US$17.4 million) will be due in 2012 and RMB329.8 million (US$52.4
million) will be due after one year but within five years. We may terminate these equipment purchase agreements or revise
their terms in line with our new plan and as a result, may be subject to cancellation and  late charges. In addition, we will
continue to rely on these suppliers to provide a substantial portion of the principal manufacturing equipment and spare parts
if we implement any expansion plan in the future. If we fail to develop or maintain our relationships with these and other
equipment suppliers, or should any of our major equipment suppliers encounter difficulties in the manufacturing or shipment
of its equipment or spare parts to us, including due to natural disasters or otherwise fail to supply equipment or spare
parts according to our requirements, it will be difficult for us to find alternative providers for such equipment on a timely
basis and on commercially reasonable terms. As a result, our production and result of operation could be adversely
affected.



We require a significant amount of cash
to fund our operations and future business developments; if we cannot obtain additional capital on terms satisfactory to us when we need
it, our growth prospects and future profitability may be materially and adversely affected.



We require a significant amount of cash to
fund our operations, including payments to suppliers for our polysilicon feedstock. We may also require additional cash due to
changing business conditions or other future developments, including any investments or acquisitions we may decide to pursue,
as well as our research and development activities in order to remain competitive. We had a negative working capital balance as
of December 31, 2011. Our management believes that our current cash position as of December 31, 2011, the cash expected to be
generated from operations and funds available from borrowings under the bank quotas will be sufficient to meet our working capital
and capital expenditure requirements for at least the next 12 months from December 31, 2011. However, in light of the amount of
bank borrowings and bonds due in the near term future, sufficient funds may not be available to us. Accordingly, we may need to
reduce discretionary spending and raise additional funds through public or private equity or debt financing. For information on
our proposed issuance of unsecured one-year short-term bonds with an aggregate principal amount of RMB300 million on April 23,
2012, see “Item 5. Operating and Financial Review and Prospects —B. Liquidity and Capital Resources.” Our ability to obtain external financing is subject to a number of uncertainties,
including:



| | • | our future financial condition, results of operations and cash flows;
| | - | ---------------------------------------------------------------------



| | • | the state of global credit markets;
| | - | -----------------------------------



| | • | general market conditions for financing activities by companies in our industry; and
| | - | ------------------------------------------------------------------------------------



| | • | economic, political and other conditions in China and elsewhere.
| | - | ----------------------------------------------------------------





Any additional equity financing may be dilutive to
our shareholders and debt financing, if available, may involve covenants that would restrict us. Additional funds may not
be available on terms commercially acceptable to us or at all. Failure to manage discretionary spending and raise additional
capital or debt financing as required may adversely impact our ability to achieve our intended business objectives. See
“ - Our substantial indebtedness could adversely affect our business, financial condition and results of
operations.”



19







Selling our products on credit terms
may increase our working capital requirements and expose us to the credit risk of our customers.



We sell our products to most of our
customers on credit terms and allow them to delay payments of the full purchase price for a certain period of time after
delivery of our products. Selling our products on credit terms has increased, and may continue to increase our working
capital requirements, which may negatively impact our short-term liquidity. We may not be able to maintain adequate working
capital primarily through cash generated from our operating activities and may need to secure additional financing for our
working capital requirements. If we fail to secure additional financing on a timely basis or on terms acceptable
to us or at all, our financial conditions, results of operations and liquidity may be adversely affected. In addition, we are exposed
to the credit risk of customers to which we have made credit sales in the event that any of such customers becomes insolvent or
bankrupt or otherwise does not make payments to us on time.



We face risks associated with the marketing,
distribution and sale of our products internationally, and if we are unable to effectively manage these risks our ability to expand
our business abroad may be required.



We commenced export sales in May 2008 when
we exported a small portion of our products to Hong Kong. Since then we have increased our sales in export markets. For the year
ended December 31, 2011, we generated 82.6% of our revenues from export sales, and 91.4% of our revenues for the year ended
December 31, 2011 are denominated in foreign currencies, including U.S. dollars and Euros. We plan to continue to increase
sales outside China and expand our customer base overseas. However, the marketing, distribution and sale of our products in export
markets may expose us to a number of risks, including:



| | • | fluctuations in currency exchange rates;
| | - | ----------------------------------------



| | • | increased costs associated with maintaining the ability to understand the local markets and follow their trends, as well as develop and maintain effective marketing and distributing presence in various countries;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | providing customer services and support in these markets;
| | - | ---------------------------------------------------------



| | • | failure to develop appropriate risk management and internal control structures tailored to overseas operations;
| | - | ---------------------------------------------------------------------------------------------------------------



| | • | difficulty and cost relating to compliance with the different commercial, environmental and legal requirements of the export markets in which we offer or plan to offer our products and services;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | failure to obtain or maintain certifications for our products or services in these markets;                                
| | - | ---------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                            
| | • | failure to maintain our reputation as an environmentally friendly enterprise for our products or services in these markets;



| | • | inability to obtain, maintain or enforce intellectual property rights;
| | - | ----------------------------------------------------------------------



| | • | unanticipated changes in prevailing economic conditions and regulatory requirements;
| | - | ------------------------------------------------------------------------------------



| | • | increased transportation and freight costs;
| | - | -------------------------------------------



| | • | difficulty in employing and retaining sales personnel who are knowledgeable about, and can function effectively in, export markets;
| | - | -----------------------------------------------------------------------------------------------------------------------------------



| | • | trade barriers such as export requirements, tariffs, taxes and other restrictions and expenses, which could increase the prices of our products and make us less competitive in some countries; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





20









| | • | challenges due to our unfamiliarity with local laws, regulation and policies, our absence of significant operating experience in local market, increased cost associated with establishment of overseas subsidiaries and maintaining a multi-national organizational structure and other various risks that are beyond our control.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Our exports to foreign markets, such as Europe,
have increased significantly during the last three years, increasing the risk that any unfavorable trade policies in foreign markets
could affect the sale of our products. As our manufacturing bases are located in China, we may be affected by any claims of unfair
trade practices that are brought against the PRC government through the imposition of tariffs, non-tariff barriers to trade or
other trade remedies.



On September 9, 2010, the United Steel
Workers filed a petition with the United States Trade Representative, or USTR, alleging the PRC government has engaged in unfair
trade policies and practices with respect to certain domestic industries, including the solar power industry. Subsequently, USTR
initiated an investigation under Section 301 of the 1974 Trade Act, which is ongoing as of the date of this annual report.
On December 22, 2010, acting on a petition by the USTR, the United States government filed a complaint with the World Trade Organization
about subsidies offered by the PRC government to its wind-energy manufacturers, which has not been resolved as of this annual report.
On January 7, 2011, U.S. President Barack Obama signed into law the Military Authorization Law, which contains a "Buy American"
provision that prohibits the United States Defense Department from purchasing Chinese-made solar panels. We are also involved in
an anti-dumping and countervailing duty investigation launched by the U.S. government. See “—We may be subject to anti-dumping and countervailing duties imposed by the U.S. government.” Any significant changes in
international trade policies, practices or trade remedies, especially those instituted in our target markets or markets where our
major customers are located, could increase the price of our products compared to our competitors or decrease our customers' demand
for our products, which may adversely affect our business prospects and results of operations.



We may be subject to anti-dumping and
countervailing duties imposed by the U.S. government.



On October 19, 2011, the Coalition for American
Solar Manufacturing (the “CASM”), which is made up of seven solar power product manufacturers in the United States and led
by SolarWorld Industries America Inc., filed a broad trade case at the United States Commerce Department (the “U.S. Commerce
Department”) against the Chinese solar industry, accusing it of using billions of dollars in government subsidies to help
gain sales in the U.S. market and seeking tariffs of more than 100% of the wholesale price of solar panels from China (the “Filing”).
JinkoSolar is on the list of the solar companies subject to investigation by the U.S. Commerce Department. On November 9, 2011,
the U.S. Commerce Department announced that it launched an anti-dumping and countervailing duty investigation into the alleged
unfair practices by the PRC government in support of its domestic solar photovoltaic industry, in response to the Filing brought
by CASM (the “Investigation”). We filed our response to the Investigation with the U.S. Commerce Department on November
29, 2011. Subsequently, we duly filed the separate rate application with U.S. Commerce Department on January 19, 2012.



In March 2012, the U.S. Commerce Department
announced a preliminary decision to impose countervailing duties between 2.9% and 4.73% on Chinese solar panels, Suntech and Trina
Solar will be subject to countervailing duties at the rate of 2.9% and 4.73%, respectively, while the other Chinese solar module
vendors including JinkoSolar will be subject to countervailing duties at the rate of 3.59%. The countervailing duties will be retroactive
by 90 days from March 26, 2012 only if both the U.S. International Trade Commission and the U.S. Commerce Department ultimately
find the critical circumstances exist. The U.S. Commerce Department expects to make final decision on countervailing duties in June 2012.
A preliminary decision on the anti-dumping investigation is scheduled on May 16, 2012.



21









We currently sell a small portion of
our solar modules directly to U.S. market. Our direct sales to the U.S. market accounted for 1.6% of our total sales in
2011. However, if the U.S. government imposes significant import tariff on the solar modules from China, our sales in U.S.
may be adversely affected, which may in turn materially and adversely affect our business, financial condition and results
of operations. In addition, there can be no assurance that other government or international trade body will not
institute adverse trade policies or remedies against exports from China in the future. If such actions were undertaken in our major export markets, such as Europe, our sales, revenue and profit  could
be materially and adversely affected.



We are exposed to various risks related
to legal or administrative proceedings or claims that could adversely affect our results of operations, financial condition and
reputation, and may cause loss of business.



Litigation in general can be expensive,
lengthy and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to
predict. We and/or our directors and officers may be involved in allegations, litigation or legal or administrative
proceedings in the from time to time. On October 11, 2011, JinkoSolar was named as a defendant in a putative shareholder
class action lawsuit filed in the United States District Court for the Southern District of New York captioned Marco Peters
v. JinkoSolar Holding Co., Ltd., et al., Case No. 11-CV-7133 (S.D.N.Y.) (the “U.S. Securities Action”). In
addition to JinkoSolar, the complaint also names as defendants Xiande Li, Kangping Chen, Xianhua Li, Wing Koen Siew, Haitao
Jin, Zibin Li, Stephen Markscheid, Longgen Zhang (the “Individual Defendants”), and the underwriters of our
initial public offering in May 2010. The plaintiff in the U.S. Securities Action seeks to represent a class of all purchasers
and acquirers of ADSs of JinkoSolar between May 13, 2010 and September 21, 2011, inclusive. The plaintiff alleges that the
defendants violated Sections 11 and 12(a)(2) of the Securities Act and Section 10(b) of the Securities Exchange Act of 1934,
as amended, or the Exchange Act, by making material misstatements or failing to disclose material information regarding,
among other things, JinkoSolar’s compliance with environmental regulations at its Haining facility. The complaint also
asserts claims against the Individual Defendants for control person liability under Section 15 of the Securities Act and
Section 20(a) of the Exchange Act. The complaint seeks, among other things, certification of the putative class, unspecified
compensatory damages (including interest), and costs and expenses incurred in the action. On March 19, 2012, the court
entered an order appointing lead plaintiffs in the U.S. Securities Action. On April 2, 2012, the court directed lead
plaintiffs to file an amended complaint on or before May 30, 2012. The deadline for defendants to move, answer or otherwise
respond to the amended complaint is July 30, 2012. We are also involved in the anti-dumping and countervailing duty
investigation launched by the U.S. government. See “—We may be subject to anti-dumping and
countervailing duties imposed by the U.S. government.” Regardless of the merits, responding to allegation,
litigation or legal or administration proceedings and defending against litigation can be time consuming and costly, and may
result in us incurring substantial legal and administrative expenses, as well as divert the attention of our management. Any
such allegations, lawsuits or proceedings could have a material adverse effect on our business operations. Further,
unfavourable outcomes from these claims or lawsuits could adversely affect our business, financial condition and results of
operations.





22









Project development or construction
activities may not be successful and projects under development may not receive required permits or construction may not commence
as scheduled, which could increase our costs and impair our ability to recover our investments. In addition, we may not be able
to sell the solar power projects we developed under commercially acceptable terms, or at all.







The development of solar power projects and
construction of solar energy facilities involve numerous risks and potential delays. We may be required to spend significant sums
for preliminary engineering, permitting, legal, and other expenses before we can determine whether a project is feasible, economically
attractive or capable of being built. Success in developing a particular project is contingent upon, among other things:



| | · | negotiation of satisfactory engineering,
procurement and construction agreements;
| | - | ---------------------------------------------------------------------------------



| | · | receipt of required governmental permits
and approvals, including the right to interconnect to the electric grid;
| | - | -----------------------------------------------------------------------------------------------------------------



| | · | payment of interconnection and other deposits
(some of which are non-refundable);
| | - | ---------------------------------------------------------------------------------



| | · | obtaining construction financing; and
| | - | -------------------------------------



| | · | timely implementation and satisfactory completion
of construction.
| | - | ------------------------------------------------------------------



Successful completion of a particular project
may be adversely affected by numerous factors, including:



| | · | delays in obtaining required governmental
permits and approvals;
| | - | ----------------------------------------------------------------



| | · | uncertainties relating to land costs for
projects on land subject to governmental approval;
| | - | -------------------------------------------------------------------------------------------



| | · | unforeseen taxes, engineering problems, or
other issues;
| | - | --------------------------------------------------------



| | · | construction delays and contractor performance
shortfalls;
| | - | ----------------------------------------------------------



| | · | work stoppages;
| | - | ---------------



| | · | cost over-runs;
| | - | ---------------



| | · | equipment and materials supply;
| | - | -------------------------------



| | · | adverse weather conditions; and
| | - | -------------------------------



| | · | environmental and geological conditions.
| | - | ----------------------------------------



In addition, we may not be able to sell
the solar power projects we develop under commercially acceptable terms, or at all, which will have a material and adverse affect
on our business, results of operation and financial condition.



We rely on local grid companies for
grid connection and grid companies may not have adequate transmission capacity or may be unwilling to purchase and transmit electricity
generated by our solar power plants. In addition, the on-grid tariff is subject to fluctuations.



We must obtain consents from local grid companies
to connect our solar power plants to their power grids before constructing an on-grid integrated solar system. Such consent depends
on a number of external factors, including the availability of existing grids with adequate transmission capacity, progress of
grid construction or system upgrades, the distance between our preferred sites and the local grids and the costs of additional
interconnection facilities. Many of these factors are beyond our control, and we may not be able to obtain all necessary consents
for our new solar power system integration projects in a timely manner, or at all.



23







Further, under the current regulatory
framework in the PRC, grid companies generally must purchase and dispatch all electricity generated by renewable energy
producers within the coverage of their grids. However, we cannot assure you that local grid companies will comply with this
obligation at all times. In addition, solar power plants and other renewable energy facilities of our competitors located
near our solar power system integration projects may compete with us to secure grid connections. Grid companies may not have
adequate transmission capacity or may be unwilling to purchase and transmit electricity generated by our solar power plants.
We may not be able to dispatch electricity when our solar power system integration projects commence operations, which could
have a material adverse effect on our revenue and results of operations.



In addition, the on-grid tariff is subject
to fluctuations. Historically, there was no national feed-in tariff mechanism for on-grid solar power plants. In July 2011, the
National Development and Reform Commission, or NDRC launched the unified pricing mechanism for on-grid solar power plants in China.
Pursuant to the unified pricing mechanism, the on-grid tariff (including value added tax) for on-grid solar power plants either
approved after July 1, 2011 or completed after December 31, 2011 (excluding on-grid solar power plants located in Tibet) will be
RMB1.00/KWh. For on-grid solar power plants sponsored by central government subsidies, the desulphurised coal-fired electricity
prices shall apply. However, we cannot assure you the on-grid tariff of on-grid solar power plant will not fluctuate in the future.



The occurrence of any of the foregoing may
cause us to substantially change our planned projects, incur significant costs and increase the risk of our future investment,
and our business prospects and results of our on-grid solar power plant and solar system integration service business may be materially
and adversely affected.



We may be subject to non-competition
or other similar restrictions or arrangements relating to our business.



We may from time to time enter into non-competition,
exclusivity or other restrictions or arrangements of a similar nature as part of our sales agreements with our customers. Such
restrictions or arrangements may significantly hinder our ability to sell additional products, or enter into sales agreements with
new or existing customers that plan to sell our products, in certain markets. As a result, such restrictions or arrangements may
have a material adverse effect on our business, financial condition and results of operation.



We may be exposed to the credit and
performance risks of a third party, which may materially and adversely affect our financial condition.



On June 13, 2009, we entered into a loan
agreement, or the Heji Loan Agreement, with Jiangxi Heji Investment Co., Ltd., or Heji Investment, for loans with an aggregate
principal amount of up to RMB100 million. We borrowed RMB50.0 million from Heji Investment under the Heji Loan Agreement. In September
and October 2009, we and Heji Investment re-arranged our borrowings under the Heji Loan Agreement into entrusted loans with an
aggregate principal amount of RMB50.0 million pursuant to the entrusted loan agreements with Agricultural Bank of China, or the
Entrusted Loan Agreements. In connection with the Heji Loan Agreement, we entered into a guarantee agreement, or the Guarantee
Agreement, with Jiangxi International Trust Co., Ltd., or JITCL, on May 31, 2009 to guarantee Heji Investment's repayment
obligations to JITCL under a loan agreement, or the JITCL Loan Agreement, pursuant to which JITCL extended a loan to Heji Investment
in the principal amount of RMB50 million for a term of three years. None of the Heji Loan Agreement, the Entrusted Loan Agreements,
the Guarantee Agreement and the JITCL Loan Agreement requires Heji Investment to apply the proceeds it will receive from our repayment
of the entrusted loans to perform its repayment obligations under the JITCL Loan Agreement. If Heji Investment fails to perform
its obligations under the JITCL Loan Agreement for any reason or otherwise defaults thereunder, we will become liable for Heji
Investment's obligations under the JITCL Loan Agreement. We cannot assure you that Heji Investment will apply the proceeds of our
loan repayment under the Entrusted Loan Agreements to perform its obligations under the JITCL Loan Agreement or otherwise make
full repayment thereunder upon maturity. We have fully repaid the entrusted loans in July 2011. However, we have not been released
from our obligations and therefore, we may still be required to perform obligations under the Guarantee Agreement, which would
have a materially adverse effect on our financial condition.



24







Our substantial indebtedness could adversely
affect our business, financial condition and results of operations.



We typically require a significant
amount of cash to meet our capital requirements, including the expansion of our production capacity, as well as to fund our
operations. As of December 31, 2011, we had approximately RMB2,200.0 million (US$349.5 million) in outstanding
short-term borrowings (including the current portion of long-term bank borrowings) and RMB155.5 million (US$24.7 million) in
outstanding long-term bank borrowings (excluding the current portion and deferred financing cost). Since December 31, 2011,
we have entered into additional short-term loan contracts in an aggregate principal amount of RMB1,222.1 million (US$194.1
million), most of which are secured by mortgage on buildings, equipment and land use rights as well as guarantee by our
founders and Jiangxi Jinko and repaid short-term bank borrowings of RMB894.8 million (US$142.2 million). Since December 31,
2011, we have also entered into additional long-term loan contracts in an aggregate principal amount of RMB50.0 million
(US$7.9 million), most of which are secured by mortgage on equipment and repaid long-term bank borrowings of RMB1.0 million
(US$ 0.2 million). As of the date of this annual report, we had RMB2,527.3 million (US$401.5 million) in outstanding
short-term borrowings (including the current portion of long-term bank borrowings) and RMB205.5 million (US$32.7 million) in
outstanding long-term bank borrowings (excluding the current portion and deferred financing cost).





In addition, we have substantial
repayment obligations under the notes we issued. On May 17, 2011, we issued convertible senior notes in the principal amount
of US$125 million due 2016, bearing an annual interest rate of 4.00%, to qualified institutional buyers under Rule 144A of
the Securities Act. On December 5, 2011, we repurchased an
aggregate principal amount of US$2.0 million of such notes for a total consideration of RMB5.2 million (US$0.8
million). As of the date of this annual report, our convertible senior notes with principal amount of US$123.0 million are
outstanding. On July 8, 2011, we issued RMB-denominated notes in the principal amount of RMB400 million bearing an
annual interest rate of 6.5% and maturing on July 11, 2012. As of the date of this annual report, these notes are still
outstanding.



This level of debt could have significant
consequences on our operations, including:



| | • |  | reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes as a result of our debt service obligations, and limiting our ability to obtain additional financing;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • |  | limiting our flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, the industry in which we operate and the general economy; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • |  | potentially increasing the cost of any additional financing.
| | - |  | ------------------------------------------------------------



Any of these factors and other consequences
that may result from our substantial indebtedness could have an adverse effect on our business, financial condition and results
of operations as well as our ability to meet our payment obligations under our debt.





Our ability to meet our payment obligations under our outstanding
debt depends on our ability to generate significant cash flow in the future. This, to some extent, is subject to general economic,
financial, competitive, legislative and regulatory factors as well as other factors that are beyond our control. We had a negative
working capital balance as of December 31, 2011. Our management believes that our current cash position as of December 31, 2011,
the cash expected to be generated from operations and funds available from borrowings under the bank quotas will be sufficient
to meet our working capital and capital expenditure requirements for at least the next 12 months from December 31, 2011. However,
in light of the amount of bank borrowings and bonds due in the near term future, sufficient funds may not be available to us. Accordingly,
we may need to reduce discretionary spending and raise additional funds through public or private equity or debt financing. For
information on our proposed issuance of unsecured one-year short-term bonds with an aggregate principal amount of RMB300 million
on April 23, 2012, see “Item 5. Operating and Financial Review and Prospects — B. Liquidity and Capital Resources.”
Any additional equity financing may be dilutive to our shareholders and debt financing, if available, may involve covenants that
would restrict us. Additional funds may not be available on terms commercially acceptable to us or at all. Failure to manage discretionary spending or raise additional capital or debt financing as required may adversely impact our ability to meet our payment and other obligations under our outstanding debt, which may have a material adverse effect on our operations
and financial condition.





25









Our failure to maintain sufficient collateral
under certain pledge contracts for our short-term bank loans may materially and adversely affect our financial condition and results
of operations.



As of December 31, 2011, Jiangxi Jinko
had short-term bank borrowings of RMB178.0 million (US$28.3 million) secured by certain of our inventory. The net book value of
the inventory at the time of the pledge contracts amounted to approximately RMB343.5 million (US$54.6 million). Although the
net book value of the inventory as of December 31, 2011 exceeded the amount of the pledge required, we can not assure you
that we will not be requested by the pledgees to provide additional collateral to bring the value of the collateral to the level
required by the pledgees if our inventory depreciates in the future. If we fail to provide additional collateral, the pledgees
will be entitled to require the immediate repayment by us of the outstanding bank loans, otherwise, the pledgees may auction or
sell the inventory and negotiate with us to apply the proceeds from the auction or sale to the repayment of the underlying loan.
Furthermore, we may be subject to liquidated damages pursuant to relevant pledge contracts. Although the pledgees have conducted
regular site inspections on our inventory since the pledge contracts were executed, they have not requested us to provide additional
collateral or take other remedial actions. However, we cannot assure you the pledgees will not require us to provide additional
collateral in the future or take other remedial actions or otherwise enforce their rights under the pledge contracts and loan agreements.
If any of the foregoing occurs, our financial condition and results of operations may be materially and adversely affected.



We rely principally on dividends and
other distributions on equity paid by our principal operating subsidiaries, Jiangxi Jinko and Zhejiang Jinko, and limitations on
their ability to pay dividends to us could have a material adverse effect on our business and results of operations.



We are a holding company and rely principally
on dividends paid by our principal operating subsidiaries, Jiangxi Jinko and Zhejiang Jinko, for cash requirements. Zhejiang Jinko
entered into loan agreements with a group of PRC banks on March 31, 2011, which were subsequently amended in August 2011. Pursuant
to these loan agreements, Zhejiang Jinko has obtain two syndicated loans with an aggregate principal amount of RMB600.0 million
(US$91.0 million) from a group of PRC banks, of which RMB486.8 million (US$77.3 million) were drawn down and RMB113.2 million
(US$18.0 million) were available as of the date this annual report. Pursuant to the syndicated loan agreements, Zhejiang Jinko
may pay dividends only if it complies with the agreed repayment schedule. Although such debt was incurred by Zhejiang Jinko, we
cannot assure you that Jiangxi Jinko will not also enter into instruments that may restrict dividends or other distribution to
us on our equity interests in the future. Furthermore, applicable PRC laws, rules and regulations permit payment of dividends
by our PRC subsidiaries only out of their retained earnings, if any, determined in accordance with PRC accounting standards. Our
PRC subsidiaries are required to set aside a certain percentage of their after-tax profit based on PRC accounting standards each
year as reserve funds for future development and employee benefits, in accordance with the requirements of relevant laws and provisions
in their respective articles of associations. As a result, our PRC subsidiaries may be restricted in their ability to transfer
any portion of their net income to us whether in the form of dividends, loans or advances. Any limitation on the ability of our
subsidiaries to pay dividends to us could materially adversely limit our ability to grow, make investments or acquisitions that
could be beneficial to our businesses, pay dividends or otherwise fund and conduct our business.



26









Failure to achieve satisfactory production
volumes of our products could result in higher unit production costs.



The production of silicon wafers,
solar cells, solar modules, silicon ingots and recovered silicon materials involves complex processes. Deviations in
the manufacturing process can cause a substantial decrease in output and, in some cases, disrupt production significantly
or result in no output. From time to time, we have experienced lower-than-anticipated manufacturing output during the ramp-up
of production lines. This often occurs during the introduction of new products, the installation of new equipment or
the implementation of new process technologies. As we bring additional lines or facilities into production, we may operate
at less than intended capacity during the ramp-up period. In addition, the decreased demand in global solar power product
market, including the demand for solar modules, may also  cause us to operate at less than intended capacity. This would
result in higher marginal production costs and lower output, which could have a material adverse effect on our business,
results of operations and financial condition.



Our operating results may fluctuate
from period to period in the future.



Our results may be affected by factors
such as changes in costs of raw materials, delays in equipment delivery, suppliers' failure to perform their delivery
obligations and interruptions in electricity supply and other key production inputs. Our results may also be affected by the
general economic conditions and the state of the credit markets both in China and elsewhere in the world, which may affect
the demand for our products and the availability of financing. The rapid expansion of virgin polysilicon manufacturing
capacity and the falling demand for solar power products including our products resulting from the global economic crisis
caused the prices of solar power products including our products to decline in the fourth quarter of 2008 and in 2009. As a
consequence, our profit margins were adversely affected in the fourth quarter of 2008 and in 2009. In addition, because
demand for solar power products tends to be weaker during the winter months partly due to adverse weather conditions in
certain regions, which complicate the installation of solar power systems, our operating results may fluctuate from period to
period based on the seasonality of industry demand for solar power products. Our sales in the first quarter of any year may
also be affected by the occurrence of the Chinese New Year holiday during which domestic industrial activity is normally
lower than that at other times. Further, in order to become a fully-integrated maker of solar power products, we have rapidly
expanded our manufacturing capacities of silicon wafers, solar cells and solar modules over the past few years, and the
respective manufacturing capacities of our products in the value chain were not matched until the end of 2010. To fully
capture the demand for various types of solar power products, at different times during 2009 and 2010, we sold silicon wafers
and solar cells as end-products to certain customers, and also purchased silicon wafers and solar cells as inputs for the
manufacturing of solar cells and solar modules, respectively, and sold these solar cells and solar modules as end-products.
As a result, compared to a fully-integrated maker of solar power products of comparable size with equal
manufacturing capacities for silicon wafers, solar cells and solar modules, our sales and our total revenues were larger and
our gross profit margin was lower as we were not able to capture the profit in the entire value chain. In future periods,
although we have become a fully vertically-integrated solar power roduct provider, our sales revenues and gross profit margin
may continue to vary as we continue to adjust the production and sales of silicon wafers, solar cells and solar modules to
capture the market opportunities for different products. In addition, from time to time we may apply for and receive
government incentives in the form of grants, and the amount of such grants varies from period to period, which may cause our
net income and net margin to vary from period to period. We received government grants totaling RMB8.6 million, RMB70.7
million and RMB117.2 million (US$18.6 million) for the years ended December 31, 2009, 2010 and 2011, respectively, which
included government grants for assets, our expansion of production scale, technology upgrades and development of export
markets. We cannot assure you that we will continue to receive a similar amount or any amount of government subsidy in future
periods. In addition, we may incur gain or loss in relation to our change in the fair value of our financial instruments. For
example, in 2011, we had net gain from change in fair value of convertible senior notes and capped call options of RMB299.7
million (US$47.6 million), compared to net income of RMB273.3million (US$43.3 million). The change in fair value of financial
instruments may fluctuate significantly from period to period due to factors that are largely beyond our control, and may
result in us recording substantial gains or losses as a result of such changes. As a result of the foregoing, you may not be
able to rely on period to period comparisons of our operating results as an indication of our future performance.



27









Unsatisfactory performance of or defects
in our products may cause us to incur additional expenses and warranty costs, damage our reputation and cause our sales to decline.



Our products may contain defects
that are not detected until after they are shipped or inspected by our customers. Our silicon wafer sales contracts
normally require our customers to conduct inspection before delivery. We may, from time to time, allow those of our silicon
wafer customers with good credit to return our silicon wafers within a stipulated period, which normally ranges from seven to
15 working days after delivery, if they find our silicon wafers do not meet the required specifications. Our standard solar
cell sales contract requires our customer to notify us within seven days of delivery if such customer finds our solar cells
do not meet the specifications stipulated in the sales contract. If our customer notifies us of such defect within the
specified time period and provides relevant proof, we will replace those defective solar cells with qualified ones after
our confirmation of such defects. Our solar modules are typically sold with either a two-year or five-year warranty for
all defects and a 10-year and 25-year warranty against declines of more than 10.0% and 20.0%, respectively, from the
initial minimum power generation capacity at the time of delivery. If a solar module is defective during the relevant
warranty period, we will either repair or replace the solar module. As we continue to increase our sales to the major export
markets, we may be exposed to increased warranty claims. In May 2011,we engaged PowerGuard Specialty Insurance Services,
or PowerGuard, a firm specializing in unique insurance and risk management solutions for the wind and solar energy
industries, to provide insurance coverage for the product warranty services of our solar modules worldwide effective from May
1, 2011. We may renew the insurance policy upon its expiration in May 2012. The policy offers back-to-back coverage through a
maximum of five-year limited product defects warranty, as well as a 10-year and 25-year warranty against declines of more
than 10.0% and 20.0%, respectively, from the initial minimum power generation capacity at the time of delivery. If we
experience a significant increase in warranty claims, we may incur significant repair and replacement costs associated with
such claims to the extent that these are not covered by our insurance policies. In addition, product defects could cause
significant damage to our market reputation and reduce our product sales and market share, and our failure to maintain the
consistency and quality throughout our production process could result in substandard quality or performance of our products.
If we deliver our products with defects, or if there is a perception that our products are of substandard quality, we may
incur substantially increased costs associated with returns or replacements of our products, our credibility and market
reputation could be harmed and our sales and market share may be adversely affected.



Fluctuations in exchange rates could
adversely affect our results of operations.



Historically, most of our revenue was denominated
in Renminbi. Since 2009, however, as we expanded our product line downstream and commenced manufacturing solar modules, export
sales have represented an increasingly significant proportion of our total sales. Our export sales represented 42.8%, 65.6% and
82.6% of our total sales for the years ended December 31, 2009, 2010 and 2011, respectively. As we increase our sales to international
customers, we expect the portion of our sales denominated in foreign currencies, particularly, U.S. dollars and Euros to our total
revenue will increase. In addition, we make advance payments in U.S. dollars to overseas silicon raw material suppliers, and from
time to time, we may incur foreign exchange losses if we request our suppliers to return such advance payments due to changes in
our business plans. These could expose us to significant risks resulting from fluctuations in currency exchange rates, particularly,
among Renminbi, the U.S. dollars and Euros. Furthermore, we have outstanding debt obligations, and may continue to incur debts
from time to time, denominated and repayable in foreign currencies. We incurred foreign exchange losses of approximately RMB2.2
million, RMB10.1 million and RMB139.0 million (US$22.1 million), respectively, for the years ended December 31, 2009, 2010
and 2011. We cannot predict the impact of future exchange rate fluctuations on our results of operations and may incur net foreign
currency losses in the future.



28









Our consolidated financial statements are
expressed in Renminbi and the functional currency of our principal operating subsidiaries, Jiangxi Jinko and Zhejiang Jinko, is
also Renminbi. The value of your investment in our ADSs will be affected by the foreign exchange rate between U.S. dollars
and Renminbi. In addition, to the extent we hold assets denominated in U.S. dollars, any appreciation of Renminbi against
the U.S. dollar could result in a change to our consolidated statement of operations and a reduction in the value of our U.S. dollar
denominated consolidated assets. On the other hand, if we decide to convert our Renminbi amounts into U.S. dollars for the
purpose of making payments for dividends on our ordinary shares and ADSs or for other business purposes, including foreign debt
service, a decline in the value of Renminbi against the U.S. dollar would reduce the U.S. dollar equivalent amounts of
the Renminbi we convert. In addition, a depreciation of Renminbi against the U.S. dollar could reduce the U.S. dollar
equivalent amounts of our financial results and the dividends we may pay in the future, if any, all of which may have a material
adverse effect on the price of our ADSs.



Renminbi is not a freely convertible
currency. The PRC government may take actions that could cause future exchange rates to vary significantly from current or
historical exchange rates. The conversion of Renminbi into foreign currencies, including U.S. dollars, has been based on
rates set by the People’s Bank of China, or the PBOC. On July 21, 2005, in a reversal of a long-standing policy,
the PRC government announced that the Renminbi would be permitted to fluctuate within a narrow and managed band against a
basket of specified foreign currencies. Since this announcement, the value of the Renminbi has been fluctuating. This change
in policy caused the Renminbi to appreciate approximately 21.5% against the U.S. dollar over the following three years. Since
reaching a high against the U.S. dollar in July 2008, this appreciation halted and the Renminbi traded within a narrow band
against the U.S. dollar until June 2010, remaining within 1% of its July 2008 high but never exceeding it. In June 2010, the
PBOC announced that the PRC government would reform the Renminbi exchange rate regime and increase the flexibility of the
exchange rate. In April 2012, the PRC government took a milestone step in turning the Renminbi into a global currency by
doubling the size of its trading band against the dollar, pushing through a crucial reform that further liberalizes its
financial markets. The PBOC allows the Renminbi to rise or fall 1% from a mid-point every day,
effective April 16, 2012, compared with its previous 0.5% limit. While international reactions to the Renminbi revaluation
have generally been positive, there remains significant international pressure on the PRC government to adopt an even more
flexible foreign currency policy, which could result in further and more significant appreciation of the Renminbi against the
U.S. dollar. There can be no assurance that any future movements in the exchange rate of the Renminbi against the U.S.
dollar or other foreign currencies will not adversely affect our results of operations and financial condition (including our
ability to pay dividends). Conversely, significant depreciation in the Renminbi against major foreign currencies may have a
material adverse impact on our results of operations, financial condition and share price because our ADSs are expected to be
quoted in U.S. dollars, whereas most of our revenues, costs and expenses are denominated in Renminbi.



Very limited hedging transactions are available
in China to reduce our exposure to exchange rate fluctuations. Although we have entered into a number of foreign-exchange forward
contracts with local banks to manage our risks associated with foreign exchange rates fluctuations, we cannot assure you that
our hedging efforts will be effective. Our currency exchange losses may be magnified by PRC exchange control regulations that restrict
our ability to convert Renminbi into foreign currency. As a result, fluctuations in exchange rates may have a material adverse
effect on our results of operations.



29









Our limited operating history makes
it difficult to evaluate our results of operations and prospects.



We have only been in existence since June
2006 and have limited operating history in the manufacturing and sales of our silicon wafer, solar cell and solar module products.
We commenced processing recoverable silicon materials in June 2006, and manufacturing silicon ingots and silicon wafers in 2007
and 2008, respectively. We commenced producing solar cells in July 2009 following our acquisition of Zhejiang Jinko, which has
manufactured solar cells since June 2007, and we commenced producing solar modules in August 2009. In addition, we have recently
commenced our solar power project development and solar system integration service business.



Although our revenues experienced significant
growth in the past, we cannot assure you that our revenues will increase at previous rates or at all, or that we will be able to
operate profitably in future periods. Our limited operating history makes the prediction of future results of operations difficult,
and therefore, past revenue growth experienced by us should not be taken as indicative of the rate of revenue growth, if any, that
can be expected in the future. We believe that period to period comparisons of our operating results and our results for any period
should not be relied upon as an indication of future performance.



Our operations are subject to natural
disasters, adverse weather conditions, operating hazards, environmental incidents and labor disputes.



We may experience earthquakes, floods, mudslides,
snowstorms, typhoon, power outages, labor disputes or similar events beyond our control that would affect our operations. Our manufacturing
processes involve the use of hazardous equipment, such as furnaces, squaring machines and wire saws, and we also use, store and
generate volatile and otherwise dangerous chemicals and wastes during our manufacturing processes, which are potentially destructive
and dangerous if not properly handled or in the event of uncontrollable or catastrophic circumstances, including operating hazards,
fires and explosions, natural disasters, adverse weather conditions and major equipment failures, for which we cannot obtain insurance
at a reasonable cost or at all.



In addition, our silicon wafer and solar module
production and storage facilities are located in close proximity to one another in the Shangrao Economic Development Zone in Jiangxi
Province, and our solar cell production and storage facilities are located in close proximity to one another in Haining, Zhejiang
Province. The occurrence of any natural disaster, unanticipated catastrophic event or unexpected accident in either of the two
locations could result in production curtailments, shutdowns or periods of reduced production, which could significantly disrupt
our business operations, cause us to incur additional costs and affect our ability to deliver our products to our customers as
scheduled, which could adversely affect our business, financial condition and results of operations. Moreover, such events could
result in severe damage to property, personal injuries, fatalities, regulatory enforcement proceedings or in our being named as
a defendant in lawsuits asserting claims for large amounts of damages, which in turn could lead to significant liabilities.



We also experienced production disruptions
due to power blackouts at our facilities in the Shangrao City resulting from severe winter weather conditions in early 2008. In
addition, our Haining facility suspended operation from September 17, 2011 to October 9, 2011 due to an environmental incident.
See “— Compliance with environmental, safe production and construction regulations can be costly, while non-compliance
with such regulations may result in adverse publicity and potentially significant monetary damages, fines and suspension of our
business operations.” In May 2008, Sichuan Province in southwest China experienced a severe earthquake. Although the Sichuan
Province earthquake did not materially affect our production capacity and operations, other occurrences of natural disasters, as
well as accidents and incidents of adverse weather in or around Shangrao and Haining in the future may result in significant property
damage, electricity shortages, disruption of our operations, work stoppages, civil unrest, personal injuries and, in severe cases,
fatalities. Such incidents may result in damage to our reputation or cause us to lose all or a portion of our production capacity,
and future revenues anticipated to be derived from the relevant facilities.



30









As our founders collectively hold a
controlling interest in us, they have significant influence over our management and their interests may not be aligned with our
interests or the interests of our other shareholders.



As of the date of this annual report, our
founders, Xiande Li who is our chairman, Kangping Chen who is our chief executive officer, and Xianhua Li who is our vice president,
beneficially own approximately 24.8%, 14.9% and 9.9%, respectively, of our outstanding ordinary shares. As of the date of this
annual report, an aggregate of approximately 49.6% of our outstanding ordinary shares are currently held by our founders. If the
founders act collectively, they will have substantial control over our business, including decisions regarding mergers, consolidations
and the sale of all or substantially all of our assets, election of directors, dividend policy and other significant corporate
actions. They may take actions that are not in the best interest of our company or our securities holders. For example, this concentration
of ownership may discourage, delay or prevent a change in control of our company, which could deprive our shareholders of an opportunity
to receive a premium for their shares as part of a sale of our company and might reduce the price of our ADSs. On the other hand,
if the founders are in favor of any of these actions, these actions may be taken even if they are opposed by our other shareholders,
including you and those who invest in ADSs. In addition, under our current articles of association, the quorum required for the
general meeting of our shareholders is two shareholders entitled to vote and present in person or by proxy or, if the shareholder
is a corporation, by its duly authorized representative representing not less than one-third in nominal value of our total issued
voting shares. As such, a shareholders resolution may be passed at our shareholders meetings with the presence of our founders
only and without the presence of any of our other shareholders, which may not represent the interests of our other shareholders,
including holders of ADSs.



We have limited insurance coverage and
may incur losses resulting from product liability claims, business interruption or natural disasters.



We are exposed to risks associated with product
liability claims in the event that the use of our products results in property damage or personal injury. Since our products are
ultimately incorporated into electricity generating systems, it is possible that users could be injured or killed by devices that
use our products, whether as a result of product malfunctions, defects, improper installations or other causes. Due to our limited
operating history, we are unable to predict whether product liability claims will be brought against us in the future or to predict
the impact of any resulting adverse publicity on our business. The successful assertion of product liability claims against us
could result in potentially significant monetary damages and require us to make significant payments. We carry limited product
liability insurance and may not have adequate resources to satisfy a judgment in the event of a successful claim against us. In
addition, we do not carry any business interruption insurance. As the insurance industry in China is still in its early stage of
development, even if we decide to take out business interruption coverage, such insurance available in China offers limited coverage
compared with that offered in many other countries. Any business interruption or natural disaster could result in substantial losses
and diversion of our resources and materially and adversely affect our business, financial condition and results of operations.





31









The grant of employee share options
and other share-based compensation could adversely affect our net income.







We adopted the 2009 Long Term Incentive Plan on July 10, 2009, which was subsequently amended and restated, and share options
with respect to 8,966,912 ordinary shares have been granted to our directors, officers and employees pursuant to such plan.
As of the date of this annual report, there are 8,540,384 ordinary shares issuable upon the exercise of outstanding options
granted under our long-term incentive plan. U.S. GAAP requires us to recognize share-based compensation as compensation
expense in the consolidated statement of operations based on the fair value of equity awards on the date of the grant,
with the compensation expense recognized over the period in which the recipient is required to provide service in exchange
for the equity award. If we grant more share options to attract and retain key personnel, the expenses associated
with share-based compensation may adversely affect our net income. However, if we do not grant share options or reduce the
number of share options that we grant, we may not be able to attract and retain key personnel.



Our lack of sufficient patent protection
in and outside of China may undermine our competitive position and subject us to intellectual property disputes with third parties,
both of which may have a material adverse effect on our business, results of operations and financial condition.



We have developed various production process
related know-how and technologies in the production of our products. Such know-how and technologies play a critical role in our
quality assurance and cost reduction. In addition, we have implemented a number of research and development programs with a view
to developing techniques and processes that will improve production efficiency and product quality. Our intellectual property and
proprietary rights arising out of these research and development programs will be crucial in maintaining our competitive edge in
the solar power industry. As of the date of this annual report, we had 19 patents and 16 pending patent applications in China.
We plan to continue to seek to protect our intellectual property and proprietary knowledge by applying for patents for them. However,
we cannot assure you that we will be successful in obtaining patents in China in a timely manner or at all. Moreover, even if we
are successful, China currently affords less protection to a company's intellectual property than some other countries, including
the United States. We also use contractual arrangements with employees and trade secret protections to protect our intellectual
property and proprietary rights. Nevertheless, contractual arrangements afford only limited protection and the actions we may take
to protect our intellectual property and proprietary rights may not be adequate.



In addition, others may obtain knowledge of
our know-how and technologies through independent development. Our failure to protect our production process, related know-how
and technologies and/or our intellectual property and proprietary rights may undermine our competitive position. Third parties
may infringe or misappropriate our proprietary technologies or other intellectual property and proprietary rights. Policing unauthorized
use of proprietary technology can be difficult and expensive. Litigation, which can be costly and divert management attention and
other resources away from our business, may be necessary to enforce our intellectual property rights, protect our trade secrets
or determine the validity and scope of our proprietary rights. We cannot assure you that the outcome of such potential litigation
will be in our favor. An adverse determination in any such litigation will impair our intellectual property and proprietary rights
and may harm our business, prospects and reputation.





32









We may be exposed to intellectual property
infringement or misappropriation claims by third parties, which, if determined adversely to us, could cause us to pay significant
damage awards.



Our success depends on our ability to use
and develop our technology and know-how and to manufacture and sell our recovered silicon materials, silicon ingots, silicon wafers,
solar cells and solar modules without infringing the intellectual property or other rights of third parties. We may be subject
to litigation involving claims of patent infringement or violation of intellectual property rights of third parties. The validity
and scope of claims relating to solar power technology patents involve complex scientific, legal and factual questions and analyses
and, therefore, may be highly uncertain. The defense and prosecution of intellectual property suits, patent opposition proceedings,
trademark disputes and related legal and administrative proceedings can be both costly and time consuming and may significantly
divert our resources and the attention of our technical and management personnel. An adverse ruling in any such litigation or proceedings
could subject us to significant liability to third parties, require us to seek licenses from third parties, to pay ongoing royalties,
or to redesign our products or subject us to injunctions prohibiting the manufacture and sale of our products or the use of our
technologies. Protracted litigation could also result in our customers or potential customers deferring or limiting their purchase
or use of our products until resolution of such litigation.



Our business depends substantially on
the continuing efforts of our executive officers and key technical personnel, as well as our ability to maintain a skilled labor
force. Our business may be materially and adversely affected if we lose their services.



Our success depends on the continued services
of our executive officers and key personnel, in particular Mr. Xiande Li, Mr. Kangping Chen and Mr. Xianhua Li,
who are our founders. We do not maintain key-man life insurance on any of our executive officers and key personnel. If one or more
of our executive officers and key personnel are unable or unwilling to continue in their present positions, we may not be able
to replace them readily, if at all. As a result, our business may be severely disrupted and we may have to incur additional expenses
in order to recruit and retain new personnel. In addition, if any of our executives joins a competitor or forms a competing company,
we may lose some of our customers. Each of our executive officers and key personnel has entered into an employment agreement with
us that contains confidentiality and non-competition provisions. However, if any dispute arises between our executive officers
or key personnel and us, we cannot assure you, in light of uncertainties associated with the PRC legal system, that these agreements
could be enforced in China where most of our executive officers and key personnel reside and hold most of their assets. See “—
Risks Related to Doing Business in China — Uncertainties with respect to the PRC legal system could have a material adverse
effect on us” in this annual report.



Furthermore, recruiting and retaining capable
personnel, particularly experienced engineers and technicians familiar with our products and manufacturing processes, is vital
to maintain the quality of our products and improve our production methods. There is substantial competition for qualified technical
personnel, and we cannot assure you that we will be able to attract or retain qualified technical personnel. If we are unable to
attract and retain qualified employees, key technical personnel and our executive officers, our business may be materially and
adversely affected.



Compliance with environmental, safe
production and construction regulations can be costly, while non-compliance with such regulations may result in adverse publicity
and potentially significant monetary damages, fines and suspension of our business operations.



We are required to comply with all PRC national
and local environmental protection regulations. Regulations on emission trading and pollution permits in Zhejiang Province allow
entities to increase their annual pollution discharge limit by purchasing emissions trading credits. Entities that purchase emission
credits can increase their annual discharge limit by registering the credits with the relevant environmental authorities and amending
their pollution permits or obtaining new ones. Although we have entered into several emissions trading contracts to purchase credits
to increase our annual discharge limit, we have not registered these credits as required under a regulation that became effective
on October 9, 2010. As a result, we may have exceeded the relevant annual discharge limit permitted under our existing pollution
permits. We cannot assure you that we will not be subject to penalties for exceeding our discharge limit, including fines imposed
by the local environmental authority of up to RMB50,000.



33









We use, store and generate volatile
and otherwise dangerous chemicals and wastes during our manufacturing processes, and are subject to a variety of
government regulations related to the use, storage and disposal of such hazardous chemicals and waste. In accordance with
the requirements of the revised Regulation on the Safety Management of Hazardous Chemicals, which became effective on
December 1, 2011, we are required to conduct the safety evaluation on our storage instruments related to our use of hazardous
chemicals and file the safety evaluation report with the competent safety supervision and administration authorities every
three years. Moreover, we also need to timely file a report with the competent safety supervision and administration
authorities and public security agencies concerning the actual storage situation of our hyper-toxic chemicals and other
hazardous chemicals that constitute major of hazard sources. We have not conducted the safety evaluation or filed safety
evaluation reports with respect to certain of our storage instruments in compliance with the revised Regulation on the Safety
Management of Hazardous Chemicals and we cannot assure you that we will be able to file the safety evaluation reports on
time. Failure to make such filing on time may subject us to a fine of up to RMB100,000.



Moreover, we are required to obtain construction
permits before commencing constructing production facilities. We are also required to obtain the approvals from PRC environmental
protection authorities before commencing commercial operations of our manufacturing facilities. We commenced construction of a
portion of our solar cell and solar module production facilities prior to obtaining the construction permits and commenced operations
of certain of our production facilities prior to obtaining the environmental approvals for commencing commercial operation and
completing the required safety evaluation procedure. Although we have subsequently obtained all required environmental approvals
covering all of our existing production capacity except a portion of our solar cell and solar module production capacity, we cannot
assure you that we will not be penalized by the relevant government authorities for any prior non-compliance with the PRC environmental
protection, safe production and construction regulations. As of the date of this annual report, we are still in the process of
obtaining the requisite environmental approval for the portion of our solar cell and solar module production capacity and construction
permits for a portion of our solar cell and solar module production facilities. We cannot assure you that we will be able to obtain
such approval in a timely manner or at all. Failure to obtain such approval and permits may subject us to fines or disrupt our
operations and construction, which may materially and adversely affect our business, results of operations and financial condition.



In late August 2011, our Haining
facility experienced a suspected leakage of fluoride into a nearby small water channel due to extreme and unforeseen weather
conditions. On September 15, 2011, residents of Hongxiao Village in proximity to the Haining facility gathered to protest the
discharge. The Haining facility suspended production on September 17, 2011. We also took steps recommended by an
environmental engineering firms licensed by the  PRC government (“Licensed Engineers”). On September 28, 2011,
a committee of experts (the “Experts Committee”) established by the Haining government approved a set of
recommendations developed by the Licensed Engineers with our assistance and the Haining government to be implemented by us.
On October 6, 2011, the Experts Committee, the Environmental Bureau of the Haining government and representatives of Hongxiao
Village reviewed the steps taken by us based on the recommendations of the Experts Committee and provided their comments to
JinkoSolar’s management. On October 9, 2011, the Experts Committee notified us that the Experts Committee was satisfied
with the steps taken by us and we resumed production at the Haining facility. Although we will try to take measures to
prevent similar incidents from occurring again in the future, we cannot assure that our operations will not be disrupted by
similar or other environmental incidents. In addition, the PRC government may issue more stringent environmental protection,
safe production and construction regulations in the future and the costs of compliance with new regulations could be
substantial. If we fail to comply with the future environmental, safe production and construction laws and regulations, we
may be required to pay fines, suspend construction or production, or cease operations. Moreover, any failure by us to
control the use of, or to adequately restrict the discharge of, dangerous substances could subject us to potentially
significant monetary damages and fines or the suspension of our business operations.



34









Risks Related to Doing Business in China



The audit report included in this 20-F
annual report is prepared by an auditor who is not inspected by the Public Company Accounting Oversight Board and, as such, you
are deprived of the benefits of such inspection.



Auditors of companies that are registered
with the SEC and traded publicly in the United States, including our independent registered public accounting firm, must be registered
with the US Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required by the laws of
the United States to undergo regular inspections by the PCAOB to assess their compliance with the laws of the United States and
professional standards. Because our auditors are located in the Peoples’ Republic of China, a jurisdiction where the PCAOB
is currently unable to conduct inspections without the approval of the Chinese authorities, our auditors are not currently inspected
by the PCAOB.



This lack of PCAOB inspections in China prevents
the PCAOB from regularly evaluating audits and quality control procedures of any auditors operating in China, including our auditors.
As a result, investors may be deprived of the benefits of PCAOB inspections.



The inability of the PCAOB to conduct inspections
of auditors in China makes it more difficult to evaluate the effectiveness of our auditor’s audit procedures or quality control
procedures as compared to auditors outside of China that are subject to PCAOB inspections. Investors may lose confidence in our
reported financial information and procedures and the quality of our financial statements.



The approval of the PRC Ministry of
Commerce, or MOFCOM, for or in connection with our corporate restructuring in 2007 and 2008 may be subject to revocation, which
will have a material adverse effect on our business, operating results and trading price of our ADSs.



On August 8, 2006, six PRC
governmental and regulatory agencies, including the Ministry of Commerce of the People’s Republic of China, or
the MOFCOM and the China Securities Regulatory Commission, or CSRC, promulgated a rule entitled "Provisions Regarding
Mergers and Acquisitions of Domestic Enterprises by Foreign Investors," or Circular 10, which became effective
on September 8, 2006 and was amended in June 2009. Article 11 of Circular 10 requires PRC domestic enterprises or
domestic natural persons to obtain the prior approval of MOFCOM when an offshore company established or controlled by them
proposes to merge with or acquire a PRC domestic company with which such enterprises or persons have a connected
relationship.



35







We undertook a restructuring in 2007, or
the 2007 Restructuring, and our founders and JinkoSolar Technology Limited, previously Paker Technology Limited, or
JinkoSolar Technology, obtained the approval of Jiangxi MOFCOM, for the acquisition of certain equity interest in
Jiangxi Desun and the pledge by our founders of their equity interest in Jiangxi Desun to Jinko Solar Technology, or the 2007
acquisition and pledge. However, because our founders are PRC natural persons and they controlled both JinkoSolar Technology
and Jiangxi Desun, the 2007 acquisition and pledge would be subject to Article 11 of Circular 10 and therefore subject to
approval by MOFCOM at the central government level. To remedy this past non-compliance, we undertook another corporate
restructuring in 2008, or the 2008 Restructuring, under which the share pledge was terminated on July 28, 2008 and
JinkoSolar Technology transferred all of its equity interest in Jiangxi Desun to Long Faith Creation Limited, or Long Faith,
an unrelated Hong Kong company, on July 31, 2008. In addition, on November 11, 2008, we received written
confirmation from Jiangxi MOFCOM in its reply to our inquiry that there had been no modification to the former approvals for
the 2007 acquisition and pledge and JinkoSolar Technology's transfer of its equity interest in Jiangxi Desun to Long Faith,
and we might continue to rely on those approvals for further transactions. Nevertheless, we cannot assure you that MOFCOM
will not revoke such approval and subject us to regulatory actions, penalties or other sanctions because of such past
non-compliance. If the approval of Jiangxi MOFCOM for the 2007 acquisition and pledge were revoked and we were not able to
obtain MOFCOM's retrospective approval for the 2007 acquisition and pledge, Jiangxi Desun may be required to return the tax
benefits to which only a foreign-invested enterprise was entitled and which were recognized by us during the period
from April 10, 2007 to December 31, 2007, and the profit distribution to JinkoSolar Technology in December 2008 may
be required to be unwound. Under an indemnification letter issued by our founders to us, our founders have agreed to
indemnify us for any monetary losses we may incur as a result of any violation of Circular 10 in connection with the
restructuring we undertook in 2007. We cannot assure you, however, that this indemnification letter will be enforceable under
the PRC law, our founders will have sufficient resources to fully indemnify us for such losses, or that we will not otherwise
suffer damages to our business and reputation as a result of any sanctions for such non-compliance.



Meanwhile, given the uncertainty with respect
to what constitutes a merger with or acquisition of PRC domestic enterprise and what constitutes circumvention of its approval
requirements under the Circular 10, we can not assure you that the 2008 Restructuring is in all respects compliance
with Circular 10. If MOFCOM subsequently determines that its approval of the 2008 Restructuring was required, we
may face regulatory actions or other sanctions by MOFCOM or other PRC regulatory agencies. Such actions may include compelling
us to terminate the contracts between Jiangxi Desun and us, the limitation of our operating privileges in China, the imposition
of fines and penalties on our operations in China, restrictions or prohibition on the payment or remittance of dividends by Jiangxi
Jinko or others that may have a material adverse effect on our business, financial condition, results of operations, reputation
and prospects, as well as the trading price of our ADSs.



Adverse changes in political and economic
policies of the PRC government could have a material adverse effect on the overall economic growth of China, which could reduce
the demand for our products and materially and adversely affect our competitive position.



Our business is based in China and a
portion of our sales are made in China. Accordingly, our business, financial condition, results of operations and prospects
are affected significantly by economic, political and legal developments in China. The PRC economy differs from the economies
of most developed countries in many respects, including:



| | • | the level of government involvement;
| | - | ------------------------------------



| | • | the level of development;
| | - | -------------------------



| | • | the growth rate;
| | - | ----------------



| | • | the control of foreign exchange; and
| | - | ------------------------------------



| | • | the allocation of resources.
| | - | ----------------------------





36







While the PRC economy has grown significantly
in the past 30 years, the growth has been uneven, both geographically and among various sectors of the economy. The PRC government
has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures benefit
the overall PRC economy, but may have a negative effect on us. For example, our financial condition and results of operations may
be materially and adversely affected by government control over capital investments or changes in tax regulations that are applicable
to us.



The PRC economy has been transitioning from
a planned economy to a more market-oriented economy. Although in recent years the PRC government has implemented measures emphasizing
the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment
of sound corporate governance in business enterprises, a substantial portion of the productive assets in China is still owned by
the PRC government. The continued control of these assets and other aspects of the national economy by the PRC government could
materially and adversely affect our business. The PRC government also exercises significant control over China's economic growth
through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing
preferential treatment to particular industries or companies. We cannot predict whether changes in China's political, economic
and social conditions, laws, regulations and policies will have any material adverse effect on our current or future business,
financial conditions and results of operations.



Uncertainties with respect to the PRC
legal system could have a material adverse effect on us.



We are incorporated in Cayman Islands and
are subject to laws and regulations applicable to foreign investment in China and, in particular, laws applicable to wholly foreign
owned companies. The PRC legal system is based on written statutes. Prior court decisions have limited precedential value. Since
1979, PRC legislation and regulations have significantly enhanced the protections afforded to various forms of foreign investments
in China. However, since these laws and regulations are relatively new and the PRC legal system continues to rapidly evolve, the
interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules
involve uncertainties, which may limit legal protections available to us. For example, we may have to resort to administrative
and court proceedings to enforce the legal protection that we enjoy either by law or contract. However, since PRC administrative
authorities and courts have significant discretion in interpreting and implementing statutory and contractual terms, it may be
more difficult than in more developed legal systems to evaluate the outcome of administrative and court proceedings and the level
of legal protection we enjoy. These uncertainties may impede our ability to enforce the contracts we have entered into with our
business partners, clients and suppliers. In addition, such uncertainties, including the inability to enforce our contracts, could
materially adversely affect our business and operations. Furthermore, intellectual property rights and confidentiality protections
in China may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect of future
developments in the PRC legal system, including the promulgation of new laws, changes to existing laws or the interpretation or
enforcement thereof, or the preemption of national laws by local regulations. These uncertainties could limit the legal protections
available to us and other foreign investors, including you. In addition, any litigation in China may be protracted and result in
substantial costs and diversion of resources and management attention.





37









PRC regulations relating to overseas
investment by PRC residents may restrict our overseas and cross-border investment activities and adversely affect the implementation
of our strategy as well as our business and prospects.



The State Administration of Foreign
Exchange, or SAFE, issued a public notice in October 2005, or the SAFE notice, and subsequently issued the operating rules on
the SAFE notice in May 2011, or SAFE Circular 19, requiring PRC residents, including both legal persons and natural persons,
to register with the competent local SAFE branch before establishing or controlling any company outside China, referred to as
an "offshore special purpose company," for the purpose of acquiring any assets of or equity interest in PRC
companies and raising funds from overseas. In addition, any PRC resident that is the shareholder of an offshore special
purpose company is required to amend its SAFE registration with the local SAFE branch with respect to that offshore special
purpose company in connection with any increase or decrease of capital, transfer of shares, merger, division, equity
investment or creation of any security interest over any asset located in China. If any PRC shareholder of an offshore
special purpose company fails to make the required SAFE registration and amendment, the PRC subsidiaries of that offshore
special purpose company may be prohibited from distributing their profits and the proceeds from any reduction in capital,
share transfer or liquidation to the offshore special purpose company. Moreover, failure to comply with the SAFE registration
and amendment requirements described above could result in liability under PRC laws for evasion of applicable foreign
exchange restrictions. Our current beneficial owners who are PRC residents have registered with the local SAFE branch
as required under the SAFE notice. However, they have not yet completed the procedure for amending their registration with
regard to the change in our shareholding structure, our corporate structure or  the offshore trust arrangement. The failure
of these beneficial owners to amend their SAFE registrations in a timely manner pursuant to the SAFE notice and SAFE Circular
19 or the failure of future beneficial owners of our company who are PRC residents to comply with the registration procedures
set forth in the SAFE notice and SAFE Circular 19 may subject such beneficial owners and our PRC subsidiaries to fines and
legal sanctions and may also result in restrictions on our PRC subsidiaries' ability to distribute profits to us or otherwise
materially and adversely affect our business.



Our China-sourced income is subject
to PRC withholding tax under the new Corporate e Income Tax Law of the PRC, and we may be subject to PRC corporate income tax at
the rate of 25% when more detailed rules or precedents are promulgated.



We are a Cayman Islands holding company with
substantially all of our operations conducted through our operating subsidiaries in China. Under the new Corporate Income Tax Law,
or the CIT Law, of the PRC and its detailed implementation regulations, or the DIRs, both of which became effective on January 1,
2008, China-sourced passive income of non-PRC resident enterprises, such as dividends paid by a PRC subsidiary to its overseas
parent, is generally subject to a 10% withholding tax. Under an arrangement between China and Hong Kong, such dividend withholding
tax rate is reduced to 5% if the beneficial owner of the dividends is a Hong Kong resident enterprise which directly owns at least
25% of the PRC company distributing the dividends and has owned such equity for at least 12 consecutive months before receiving
such dividends. As JinkoSolar Technology is a Hong Kong company and owns 100% of the equity interest in Jiangxi Jinko and 25% of
the equity interest in Zhejiang Jinko directly for more than 12 consecutive months to the date, any dividends paid by Jiangxi Jinko
and Zhejiang Jinko to JinkoSolar Technology will be entitled to a withholding tax at the reduced rate of 5% after obtaining approval
from competent PRC tax authority, provided that JinkoSolar Technology is deemed as the beneficial owner of such dividends and that
JinkoSolar Technology is not deemed to be a PRC tax resident enterprise as described below. However, according to the Circular
of the State Administration of Taxation on How to Understand and Identify "Beneficial Owner" under Tax Treaties, effective
on October 27, 2009, an applicant for treaty benefits, including the benefits under the arrangement between China and Hong
Kong on dividend withholding tax, that does not carry out substantial business activities or is an agent or a conduit company may
not be deemed as a "beneficial owner" of the PRC subsidiary and therefore, may not enjoy such treaty benefits. If JinkoSolar
Technology is determined to be ineligible for such treaty benefits, any dividends paid by Jiangxi Jinko and Zhejiang Jinko to JinkoSolar
Technology will be subject to the PRC withholding tax rates at 10%.



38









The CIT Law, however, also provides that enterprises
established outside China whose "de facto management bodies" are located in China are considered "tax resident enterprises"
and will generally be subject to the uniform 25% corporate income tax rate as to their global income. Under the implementation
regulations, "de facto management bodies" is defined as the bodies that have, in substance, overall management control
over such aspects as the production and business, personnel, accounts and properties of an enterprise. On April 22, 2009,
the State Administration of Taxation promulgated a circular that sets out procedures and specific criteria for determining whether
"de facto management bodies" for overseas incorporated, domestically controlled enterprises are located in China. However,
as this circular only applies to enterprises incorporated under laws of foreign jurisdictions that are controlled by PRC enterprises
or groups of PRC enterprises, it remains unclear how the tax authorities will determine the location of "de facto management
bodies" for overseas incorporated enterprises that are controlled by individual PRC residents such as our company and JinkoSolar
Technology. Therefore, although a substantial majority of the members of our management team as well as the management team of
JinkoSolar Technology are located in China, it remains unclear whether the PRC tax authorities would require or permit our company
or JinkoSolar Technology to be recognized as PRC tax resident enterprises. If our company and JinkoSolar Technology are considered
PRC tax resident enterprises for PRC corporate income tax purposes, any dividends distributed from Jiangxi Jinko and Zhejiang Jinko
to JinkoSolar Technology and ultimately to our company, could be exempt from the PRC withholding tax; however, our company and
JinkoSolar Technology will be subject to the uniform 25% corporate income tax rate as to our global income.



Dividends payable by us to our foreign
investors and gains on the sale of our shares or ADSs may become subject to PRC corporate income tax liabilities.



The implementation regulations of the CIT
Law provide that (i) if the enterprise that distributes dividends is domiciled in China, or (ii) if gains are realized
from transferring equity interests of enterprises domiciled in China, then such dividends or capital gains are treated as China-sourced
income The CIT Law and the related implementation regulations have been in effect for four years. However, currently, there are
still no detailed rules or precedents governing the procedures and specific criteria for determining "domicile," which
are applicable to our company or JinkoSolar Technology. As such, it is not clear how "domicile" will be interpreted under
the CIT Law. It may be interpreted as the jurisdiction where the enterprise is incorporated or where the enterprise is a tax resident.
Therefore, if our company and JinkoSolar Technology are considered PRC tax resident enterprises for tax purposes, any dividends
we pay to our overseas shareholders or ADS holders, as well as any gains realized by such shareholders or ADSs holders from the
transfer of our shares or ADSs, may be viewed as China-sourced income and, as a consequence, be subject to PRC corporate income
tax at 10% or a lower treaty rate.



If the dividends we pay to our overseas shareholders
or ADS holders or gains realized by such shareholders or ADS holders from the transfer of our shares or ADSs are subject to PRC
corporate income tax, we would be required to withhold taxes on such dividends, and our overseas shareholders or ADS holders would
be required to declare taxes on such gains to PRC tax authorities. In such case, the value of your investment in our shares or
ADSs may be materially and adversely affected. Moreover, any overseas shareholders or ADS holders who fail to declare such taxes
to PRC tax authorities may be ordered to make tax declaration within a specified time limit and be subject to fines or penalties.





As a foreign company, our acquisitions
of PRC companies may take longer and be subject to higher level of scrutiny by the PRC government, which may delay or prevent any
intended acquisition.



Circular 10, which became effective on September
8, 2006 and was amended in June 2009, established additional procedures and requirements including the requirements that in certain
instances foreign investors obtain MOFCOM's approval when they acquire equity or assets of a PRC domestic enterprise. In the future,
we may want to grow our business in part by acquiring complementary businesses, although we do not have plans to do so at this
time. Complying with the Circular 10 to complete these transactions could be more time-consuming and costly, and could result in
a more extensive evaluation by the PRC government and its increased control over the terms of the transaction, and any required
approval processes may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our
business or maintain our market share.





39









Our failure to make payments of statutory
social welfare and housing funds to our employees could adversely and materially affect our financial condition and results of
operations.



According to the relevant PRC laws and regulations,
we are required to pay certain statutory social security benefits, including medical care, injury insurance, unemployment insurance,
maternity insurance and pension benefits, and housing funds, for our employees. Our failure to comply with these requirements may
subject us to monetary penalties imposed by the relevant PRC authorities and proceedings initiated by our employees, which could
materially and adversely affect our business, financial condition and results of operations.



Based on the prevailing local practice in
Jiangxi Province resulting from the discrepancy between national laws and their implementation by local governments, Jiangxi Jinko
did not pay statutory social security benefits, including medical care, injury insurance, unemployment insurance, maternity insurance
and pension benefits, and housing funds, for all of its employees. For similar reasons, Zhejiang Jinko did not pay statutory social
security benefits and housing funds in Zhejiang Province for all of its employees. We estimate the aggregate amount of unpaid
social security benefits and housing funds to be RMB40.1 million, RMB56.6 million and RMB118.3 million (US$18.8 million), respectively,
as of December 31, 2009, 2010 and 2011. We may be required by the relevant PRC authorities to pay these statutory social security
benefits and housing funds within a designated time period. In addition, an employee is entitled to seek compensation by resorting
to labor arbitration at the labor arbitration center or filing a labor complaint with the labor administration bureau within a
designated time period. We have made a certain provisions for such unpaid social security benefits and housing funds of our former
and current PRC subsidiaries. However, we cannot assure you that we will not be subject to late charges and penalties for such
delinquency. Late charges, penalties or legal or administrative proceedings to which we may be subject could materially and adversely
affect our reputation, financial condition and results of operations.



All employee participants in the
2009 Long Term Incentive Plan who are domestic individual participants may be required to register with SAFE. We may also
face regulatory uncertainties that could restrict our ability to adopt additional option plans for our directors and
employees under PRC law.



On March 28, 2007, SAFE issued the
Operating Procedures on Administration of Foreign Exchange regarding Domestic Individuals' Participating in Employee Stock
Ownership Plan and Stock Option Plan of Overseas Listed Companies, or the Stock Option Rule. For any plans so covered and
adopted by an overseas listed company, the Stock Option Rule required the domestic individual participants to register with
SAFE or its local branch within  10 days after the beginning of each quarter. In addition, the Stock Option Rule also required
the domestic individual participants to make necessary applications for foreign exchange purchase quota, open special bank
account and make necessary filings with SAFE or its local branch before they exercise their stock options.



40











On February 15, 2012, SAFE released the Notice on Relevant
Issues Concerning Foreign Exchange Administration for Domestic Individuals’ Participating in Equity Incentive Plan of
Overseas Listed Companies, or SAFE Notice 7, which superseded the Stock Option Rule. According to Safe Notice 7, domestic
individual participants include directors, supervisors, senior management personnel and other employees who are PRC citizens
(which includes citizens of Hong Kong, Macao and Taiwan) orforeign individuals who reside in the PRC for 12 months
consecutively. In addition, according to SAFE Notice 7, domestic individual participants must complete the registration with
SAFE or its local branch within three days rather than 10 days from the beginning of each quarter.



Failure to comply with such provisions
may subject us and the participants of the 2009 Long Term Incentive Plan who are domestic individual participants to fines
and legal sanctions and prevent us from further granting options under the 2009 Long Term Incentive Plan to our employees,
which could adversely affect our business operations.



It may be difficult to effect service
of process on, or to enforce any judgments obtained outside the PRC against, us, our Directors, or senior management members who
live inside the PRC.



Substantially all of our existing directors
and senior management members reside in the PRC and substantially all of our assets and the assets of such person are located in
the PRC. Accordingly, it may be difficult for investors to effect service of process on any of these persons or to enforce judgments
obtained outside of the PRC against us or any of these persons, as the PRC does not have treaties providing for the reciprocal
recognition and enforcement of judgments awarded by courts in many developed countries, including the Cayman Islands, the United
States and the United Kingdom. Therefore, the recognition and enforcement in the PRC of judgments of a court in any of these jurisdictions
in relation to any matter not subject to a binding arbitration provision may be difficult or even impossible.



Higher labor costs and inflation in
China may adversely affect our business and our profitability.



Labor costs in China have also risen in recent
years as a result of the enactment of new labor laws and social development. In addition, inflation in China has increased. According
to the National Bureau of Statistics of China, consumer price inflation in China was -0.7%, 3.3% and 5.4% in 2009, 2010 and 2011,
respectively. Because we purchase raw materials from suppliers in China, higher labor cost and inflation in China increases the
costs of labor and raw materials we must purchase for manufacturing. Recently released data indicated that China's inflation rates
will continue to rise in 2012. As we expect our production staff to increase and our manufacturing operations to become more labor
intensive when we commence silicon wafer and solar module production, rising labor costs may increase our operating costs and partially
erode the cost advantage of our China-based operations and therefore negatively impact our profitability.



We face risks related to health epidemics
and other outbreaks.



Our business could be adversely affected by
the effects of influenza A, or H1N1, avian flu, severe acute respiratory syndrome, or SARS, or other epidemic outbreak. In April
2009, an outbreak of influenza A caused by the H1N1 virus occurred in Mexico and the United States, and spread into a number of
countries rapidly. There have also been reports of outbreaks of a highly pathogenic avian flu, caused by the H1N1 virus, in certain
regions of Asia and Europe. In past few years, there were reports on the occurrences of avian flu in various parts of China, including
a few confirmed human cases. An outbreak of avian flu in the human population could result in a widespread health crisis that could
adversely affect the economies and financial markets of many countries, particularly in Asia. Additionally, any recurrence of SARS,
a highly contagious form of atypical pneumonia, similar to the occurrence in 2003 which affected China, Hong Kong, Taiwan, Singapore,
Vietnam and certain other countries, would also have similar adverse effects. These outbreaks of contagious diseases and other
adverse public health developments in China would have a material adverse effect on our business operations. These could include
our ability to travel or ship our products outside China as well as temporary closure of our manufacturing facilities. Such closures
or travel or shipment restrictions would severely disrupt our business operations and adversely affect our financial condition
and results of operations. We have not adopted any written preventive measures or contingency plans to combat any future outbreak
of avian flu, SARS or any other epidemic.



41









Risks Related to Our ADSs



The market price for our ADSs has been
volatile, which could result in substantial losses to investors.



The market price for our ADSs has been and
may continue to be highly volatile and subject to wide fluctuations, which could result in substantial losses to investors. The
closing prices of our ADSs ranged from US$4.55 to US$41.75 per ADS for the year ended December 31, 2011. The price of our
ADSs may continue to fluctuate in response to factors including the following:





| | • | announcements of new products by us or our competitors;
| | - | -------------------------------------------------------



| | • | technological breakthroughs in the solar and other renewable power industries;
| | - | ------------------------------------------------------------------------------



| | • | reduction or elimination of government subsidies and economic incentives
for the solar industry;
| | - | ------------------------------------------------------------------------------------------------



| | • | news regarding any gain or loss of customers by us;
| | - | ---------------------------------------------------



| | • | news regarding recruitment or loss of key personnel by us or our competitors;
| | - | -----------------------------------------------------------------------------



| | • | announcements of competitive developments, acquisitions or strategic alliances
in our industry;
| | - | -----------------------------------------------------------------------------------------------



| | • | changes in the general condition of the global economy and credit markets;
| | - | --------------------------------------------------------------------------



| | • | general market conditions or other developments affecting us or our industry;
| | - | -----------------------------------------------------------------------------



| | • | the operating and stock price performance of other companies, other industries
and other events or factors beyond our control;
| | - | ------------------------------------------------------------------------------------------------------------------------------



| | • | regulatory developments in our target markets affecting us, our customers
or our competitors;
| | - | ---------------------------------------------------------------------------------------------



| | • | announcements regarding patent litigation or the issuance of patents to
us or our competitors;
| | - | ----------------------------------------------------------------------------------------------



| | • | announcements of studies and reports relating to the conversion efficiencies
of our products or those of our competitors;
| | - | -------------------------------------------------------------------------------------------------------------------------



| | • | actual or anticipated fluctuations in our quarterly results of operations;
| | - | --------------------------------------------------------------------------



| | • | changes in financial projections or estimates about our financial or operational
performance by securities research analysts;
| | - | -----------------------------------------------------------------------------------------------------------------------------



| | • | changes in the economic performance or market valuations of other solar
power technology companies;
| | - | ---------------------------------------------------------------------------------------------------



| | • | release or expiry of lock-up or other transfer restrictions on our outstanding
ordinary shares or ADSs;
| | - | -------------------------------------------------------------------------------------------------------



| | • | sales or perceived sales of additional ordinary shares or ADSs; and
| | - | -------------------------------------------------------------------



| | • | commencement of, or our involvement in, litigation.
| | - | ---------------------------------------------------









42









Any of these factors may result in
large and sudden changes in the volume and price at which our ADSs will trade. We cannot give any assurance that these
factors will not occur in the future again. In addition, the securities market has from time to time experienced significant
price and volume fluctuations that are not related to the operating performance of particular companies. These market
fluctuations may also have a material adverse effect on the market price of our ADSs. In the past, following periods of
volatility in the market price of their stock, many companies have been the subject of securities class action litigation.
See “—We are exposed to various risks related to legal or administrative proceedings or claims that
could adversely affect our results of operations, financial condition and reputation, and may cause loss of business.”
If we become involved in similar securities class action litigation in the future, it could result in substantial costs
and diversion of our management's attention and resources and could harm our stock price, business, prospects,
financial condition and results of operations.



We may not be able to pay any dividends
on our ordinary shares and ADSs.



Under Cayman Islands law, we may only pay
dividends out of our profits or our share premium account subject to our ability to service our debts as they fall due in the ordinary
course of our business. Our ability to pay dividends will therefore depend on our ability to generate sufficient profits. We cannot
give any assurance that we will declare dividends of any amounts, at any rate or at all in the future. We have not paid any dividends
in the past. Future dividends, if any, will be paid at the discretion of our board of directors and will depend upon our future
operations and earnings, capital expenditure requirements, general financial conditions, legal and contractual restrictions and
other factors that our board of directors may deem relevant. See "— Risks Related to Doing Business in China —
We rely principally on dividends and other distributions on equity paid by our principal operating subsidiaries, Jiangxi Jinko
and Zhejiang Jinko, and limitations on their ability to pay dividends to us could have a material adverse effect on our business
and results of operations" above for additional legal restrictions on the ability of our PRC subsidiaries to pay dividends
to us.



Future sales or issuances, or perceived future
sales or issuances, of substantial amounts of our ordinary shares or ADSs could adversely affect the price of our ADSs. If our
existing shareholders sell, or are perceived as intending to sell, substantial amounts of our ordinary shares or ADSs, including
those issued upon the exercise of our outstanding share options, the market price of our ADSs could fall. Such sales, or perceived
potential sales, by our existing shareholders might make it more difficult for us to issue new equity or equity-related securities
in the future at a time and place we deem appropriate. In addition, we may issue additional ADSs or ordinary shares for future
acquisitions or other purposes. If we issue additional ADSs or ordinary shares, your ownership interests in our company would be
diluted and this in turn could have a material adverse effect on the price of our ADSs.



Holders of ADSs have fewer rights than
shareholders and must act through the depositary to exercise those rights.





As a holder of ADSs, you will not be treated
as one of our shareholders and you will not have shareholder rights. Instead, the depositary will be treated as the holder of the
shares underlying your ADSs. However, you may exercise some of the shareholders' rights through the depositary, and you will have
the right to withdraw the shares underlying your ADSs from the deposit facility.





43









Holders of ADSs may only exercise the voting
rights with respect to the underlying ordinary shares in accordance with the provisions of the deposit agreement. Under our current
articles of association, the minimum notice period required to convene a general meeting is ten days. When a general meeting is
convened, you may not receive sufficient notice of a shareholders' meeting to permit you to withdraw your ordinary shares to allow
you to cast your vote with respect to any specific matter. In addition, the depositary and its agents may not be able to send voting
instructions to you or carry out your voting instructions in a timely manner. We plan to make all reasonable efforts to cause the
depositary to extend voting rights to you in a timely manner, but we cannot assure you that you will receive the voting materials
in time to ensure that you can instruct the depositary to vote your ADSs. Furthermore, the depositary and its agents will not be
responsible for any failure to carry out any instructions to vote, for the manner in which any vote is cast or for the effect of
any such vote. As a result, you may not be able to exercise your right to vote and you may lack recourse if your ADSs are not voted
as you requested. In addition, in your capacity as an ADS holder, you will not be able to call a shareholder meeting.



You may be subject to limitations on
transfers of your ADSs.



Your ADSs are transferable on the books of
the depositary. However, the depositary may close its transfer books at any time or from time to time when it deems expedient in
connection with the performance of its duties. In addition, the depositary may refuse to deliver, transfer or register transfers
of ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary deem it advisable
to do so because of any requirement of law or of any government or government body, or under any provision of the deposit agreement,
or for any other reason.



We are a Cayman Islands company and,
because judicial precedent regarding the rights of shareholders is more limited under Cayman Islands law than that under U.S. law,
you may have less protection for your shareholder rights than you would under U.S. law.



Our corporate affairs are governed by our
memorandum and articles of association, Companies Law of the Cayman Islands and the common law of the Cayman Islands. The rights
of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our
directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law
of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as that from
English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders
and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under
statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands have a less developed
body of securities laws than the United States. In addition, some U.S. states, such as Delaware, have more fully developed
and judicially interpreted bodies of corporate law than the Cayman Islands.



In addition, Cayman Islands companies may
not have standing to initiate a shareholder derivative action before federal courts of the United States.



44







As we are a Cayman Islands company and substantially
all of our consolidated assets are located outside of the United States and substantially all of our current operations are conducted
in China, there is uncertainty as to whether the courts of the Cayman Islands or China would recognize or enforce judgments of
U.S. courts predicated upon the civil liability provisions of the securities laws of the United States or any state against us
and our officers and directors, most of whom are not residents of the United States and the substantial majority of whose assets
are located outside the United States. In addition, it is uncertain whether the Cayman Islands or PRC courts would entertain original
actions brought in the Cayman Islands or in China against us or our officers and directors predicated on the federal securities
laws of the United States. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States although
the courts of the Cayman Islands would recognize as a valid judgment, a final and conclusive judgment in personam obtained in a
federal or state court of the United States under which a sum of money is payable, other than a sum payable in respect of multiple
damages, taxes or other charges of a like nature or in respect of a fine or other penalty and would give a judgment based thereon;
provided that (i) such court had proper jurisdiction over the parties subject to such judgment; (ii) such court did not
contravene the rules of natural justice of the Cayman Islands; (iii) such judgment was not obtained by fraud; (iv) the
enforcement of the judgment would not be contrary to the public policy of the Cayman Islands; (v) no new admissible evidence
relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands; and (vi) there
is due compliance with the correct procedures under the laws of the Cayman Islands.



As a result of all of the above, shareholders
of a Cayman Islands company may have more difficulty in protecting their interests in the face of actions taken by management,
members of the board of directors or controlling shareholders than they would as shareholders of a company incorporated in a jurisdiction
in the United States. For example, contrary to the general practice in most corporations incorporated in the United States, Cayman
Islands incorporated companies may not generally require that shareholders approve sales of all or substantially all of a company's
assets. The limitations described above will also apply to the depositary who is treated as the holder of the shares underlying
your ADSs.



Our current articles of association
contain anti-takeover provisions that could prevent a change in control even if such takeover is beneficial to our shareholders.



Our current articles of association contain
provisions that could delay, defer or prevent a change in control of our company that could be beneficial to our shareholders.
These provisions could also discourage proxy contests and make it more difficult for you and other shareholders to elect directors
and take other corporate actions. As a result, these provisions could limit the price that investors are willing to pay in the
future for our ADSs. These provisions might also discourage a potential acquisition proposal or tender offer, even if the acquisition
proposal or tender offer is at a price above the then current market price of our ADSs. These provisions provide that our board
of directors has authority, without further action by our shareholders, to issue preferred shares in one or more series and to
fix their designations, powers, preferences, privileges, and relative participating, optional or special rights and the qualifications,
limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences,
any or all of which may be greater than the rights associated with our ordinary shares, in the form of ADSs or otherwise. Our board
of directors may decide to issue such preferred shares quickly with terms calculated to delay or prevent a change in control of
our company or make the removal of our management more difficult. If our board of directors decides to issue such preferred shares,
the price of our ADSs may fall and the voting and other rights of holders of our ordinary shares and ADSs may be materially and
adversely affected.





45









As a company incorporated in the Cayman
Islands, we may adopt certain home country practices in relation to corporate governance matters. These practices may afford less
protection to shareholders than they would enjoy if we complied fully with the NYSE corporate governance listing standards.





As a non-U.S. company with shares listed on
the NYSE, we are subject to the NYSE corporate governance listing standards. However, in reliance on Section 303A.11 of the
NYSE Listed Company Manual, which permits a foreign private issuer to follow the corporate governance practices of its home country,
we have adopted certain corporate governance practices that may differ significantly from the NYSE corporate governance listing
standards. For example, we may include non-independent directors as members of our compensation committee and nominating and corporate
governance committee, and our independent directors may not hold regularly scheduled meetings at which only independent directors
are present. Such home country practice differs from the NYSE corporate governance listing standards, because there are no specific
provisions under the Companies Law of the Cayman Islands imposing such requirements. Accordingly, executive directors, who may
also be our major shareholders or representatives of our major shareholders, may have greater power to make or influence major
decisions than they would if we complied with all the NYSE corporate governance listing standards. While we may adopt certain practices
that are in compliance with the laws of the Cayman Islands, such practices may differ from more stringent requirements imposed
by the NYSE rules and as such, our shareholders may be afforded less protection under Cayman Islands law than they would under
the NYSE rules applicable to U.S. domestic issuers. See "Item 16G. Corporate Governance."



We may be classified as a passive foreign
investment company, which could result in adverse U.S. federal income tax consequences to U.S. Holders of our ADSs or shares.



Based on the composition of our
assets and income, we believe that we were not a passive foreign investment company, or a  PFIC for U.S. federal income tax
purposes with respect to our 2011 taxable year and we do not intend or anticipate becoming a PFIC for 2012 or any future
taxable year. However, we must make a separate determination each taxable year as to whether we are a PFIC (after the close
of each taxable year). Accordingly, we cannot assure you that we will not be a PFIC for our next taxable year ending
December 31, 2012 or any future taxable year. A non-U.S. corporation will be considered a PFIC for any taxable year if
either (1) at least 75% of its gross income is passive income or (2) at least 50% of the value of its assets (based
on an average of the quarterly values of the assets during the taxable year) is attributable to assets that produce or are
held for the production of passive income. The value of our assets for purposes of the PFIC asset test will generally be
determined based on the market price of our ADSs and shares, which may fluctuate from time to time. If we are treated as a
PFIC for any taxable year during which a U.S. Holder (as defined in "Item 10. Additional Information — E. Taxation
— U.S. Federal Income Taxation — Passive Foreign Investment Company") holds an ADS or a share, certain
adverse U.S. federal income tax consequences could apply to such U.S. Holder. See "Item 10. Additional Information
— E. Taxation — U.S. Federal Income Taxation — Passive Foreign Investment Company."



|ITEM 4. | INFORMATION ON THE COMPANY
|------- | --------------------------



|A. | History and Development of the Company
|-- | --------------------------------------



Our legal and commercial name is JinkoSolar
Holding Co., Ltd. Our principal executive office is located at 1 Jingke Road, Shangrao Economic Development Zone, Jiangxi Province,
334100, People's Republic of China. Our telephone number at this address is (86-793) 846-9699 and our fax number is (86-793) 846-1152.
Our registered office in the Cayman Islands is Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111, Cayman Islands.



46







We commenced our operations in June 2006 through
our then consolidated subsidiary Jiangxi Desun Energy Co., Ltd. We were incorporated as a limited liability company in the Cayman
Islands on August 3, 2007. Following a series of equity transactions, we established a holding company structure with us being
the ultimate holding company in 2009. We conduct our business principally through our wholly-owned operating subsidiaries in China,
Jiangxi Jinko and Zhejiang Jinko. We have also established subsidiaries and offices in a number of strategic markets, including
Germany, France, Italy, Switzerland, Luxemburg, Canada, U.S., Australia and Singapore.



On May 19, 2010, we completed our initial
public offering, in which we offered and sold 5,835,000 ADSs representing 23,340,000 ordinary shares, raising US$64.2 million in
proceeds before expenses to us. Our ADSs are listed on the New York Stock Exchange under the symbol “JKS”.



On November 10, 2010, we completed a
follow-on public offering of 3,500,000 ADSs representing 14,000,000 ordinary shares, of which 2,000,000 ADSs were sold by us and
1,500,000 ADSs were sold by the selling shareholders.



Since the beginning of 2011, we have established
the following major subsidiaries to expand our operations:





| | · | On May 3, 2011, we established
                                                                                                               JinkoSolar (Switzerland) AG, an Aktiengesellschaft with its registration office in Zug, Swiss Confederation to expand our
                                                                                                               sales and
                                                                                                               marketing network and increase our brand recognition in strategic markets within the region.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | § | On July 8, 2011, we established JinkoSolar
(ITALIA) S.R.L., a limited liability company incorporated in Milan, Italy to expand our sales and marketing network and increase
our brand recognition in Italy.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | § | On September 12, 2011, we established JinkoSolar
SAS, a limited liability company incorporated in Montpellier, France to expand our sales and marketing network and increase our
brand recognition in France.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | § | On December 6, 2011, we established a
                                                                                                                subsidiary, Delingha Solar Power, with a registered capital of RMB88.5 million in the PRC. We and an independent third party held 88.7% and 11.3%, respectively, of the equity interest of the project
                                                                                                                company. Delingha Solar Power is developing its self-owned on-grid solar power plant with a total capacity of 30 MW in
                                                                                                                Delingha, Qinghai Province which Delingha Solar Power plans to operate upon its completion.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Debt Financing



In the first quarter of 2011, we issued
two tranches of RMB-denominated unsecured one-year short-term bonds with an aggregate principal amount of RMB600 million to
certain PRC institutional investors. The first tranche was issued on January 13, 2011 with a principal amount of RMB300
million (US$45.5 million), bearing interest at the fixed rate of 5.28% per annum, and matured on January 14, 2012.
The second tranche was issued on March 22, 2011 with a principal amount of RMB300 million (US$45.5 million), bearing
interest at the fixed rate of 5.60% per annum, and matured on March 23, 2012. We fully repaid these two tranches of
bonds at their maturity.



On July 8, 2011, we issued
RMB-denominated unsecured one-year short-term notes with an aggregate principal amount of RMB400 million to certain PRC
institutional investors, bearing interest at the fixed rate of 6.5% per annum and will mature on July 11, 2012.



Senior Convertible Notes Offering



On May 17, 2011, we completed an offering
of US$125 million of 4.00% convertible senior notes due 2016 to qualified institutional buyers pursuant
to Rule 144A under the Securities Act.





47







|B. | Business Overview
|-- | -----------------



We are a vertically-integrated solar power
product manufacturer with cost efficient operations based in Jiangxi Province and Zhejiang Province in China. We have built a vertically-integrated
solar power product value chain from recovered silicon materials to solar modules with the solar module as our principal product.
We sell most of our solar modules under our own brand “JinkoSolar” and a small portion of solar modules on an OEM basis.
We sell silicon wafers and solar cells to the extent we do not consume them in our own production. In addition, leveraging on our
expertise in manufacturing high quality solar modules and experience in the solar power industry, we have commenced developing
solar power projects and providing solar system integration services.



We sell our products in major export markets
and China. We have established subsidiaries in a number of strategic markets, including Germany, France, Italy, Switzerland,
Luxemburg, Canada, U.S., Australia and Singapore to conduct sales, marketing and brand development for our products in the European
and other oversea markets, and we intend to establish similar subsidiaries and offices in selected markets to expand our customer
base and strengthen our market penetration. As of December 31, 2011, we had an aggregate of approximately 475 customers for
our solar modules, solar cells and silicon wafers from China and the overseas markets, including Germany, Italy, France, Cyprus
and Belgium. Our customers for solar modules include distributors, project developers and system integrators. All of our solar
modules sold in Europe are CE certified, TÜV certified and MCS certified, and all of our solar modules sold in the United
States are UL certified. We have also received CQC certification for our monocrystalline solar modules in China.



Our solar module production is supported
by our solar cell and silicon wafer operations. As of December 31, 2011, we had annual silicon wafer, solar cell and
solar module production capacity of approximately 1.2 GW each. We capitalize on our vertically-integrated platform and cost
efficient manufacturing capability in China to produce quality products at competitive costs. In addition, the choice of
Shangrao and Haining as our manufacturing bases provides us with convenient and timely access to key resources and conditions
as well as to our customer base to support our growth and cost efficient manufacturing operations.



Our Products and Services



Our product mix has evolved rapidly since
our inception, as we have incorporated more of the solar power value chain through the expansion of our production capabilities
and acquisitions. We currently manufacture a series of products from recovered silicon materials to solar modules. Our principal
product is solar modules, but we also sell silicon wafers and solar cells from time to time to meet our customers’ demand.
In 2011, sales of solar modules, silicon wafers and solar cells represented 90.0%, 7.0% and 2.3%, respectively, of our total revenues.
In addition, we also sell small volumes of silicon ingots and recovered silicon materials and provide processing services for
fees at the request of customers from time to time to optimize the utilization of our production capacity. Leveraging on our expertise
in manufacturing high quality solar modules and substantial experience in the solar industry, we have recently commenced developing
solar power projects and providing solar system integration services. The following table sets forth details of our revenues for
the periods indicated:





48









|                                          |  | For the Year Ended December 31,          |      
|----------------------------------------- |  | ---------------------------------------- | -----
|                                          |  | 2009                                     |      
|                                          |  | Volume                                   |      
|                                          |  | (MW, except
recovered
silicon
materials) |      
|Products                                  |  |                                          |      
|Recovered silicon materials (metric tons) |  |                                          | 11.7 
|Silicon ingots                            |  |                                          | 0.01 
|Silicon wafers                            |  |                                          | 180.4
|Solar cells                               |  |                                          | 27.3 
|Solar modules                             |  |                                          | 14.4 
|Services                                  |  |                                          |      
|Solar system integration services         |  |                                          | —    
|Processing services                       |  |                                          | —    
|                                          |  |                                          |      
|Total                                     |  |                                          |      



Solar Modules



We commenced producing solar modules in
August 2009. For the year ended December 31, 2011, we sold 760.8 MW of solar modules and generated RMB6,647.3 million
(US$1,056.1 million) of revenue from sales of solar modules. We expect that sales of solar modules will continue to be our
largest revenue source in the future. We sell the majority of our solar module sales in the overseas markets. As
the domestic market in China grows, we expect to sell increasing volumes of solar modules in the domestic market in
China.



In September 2011, five types of
our solar modules received A-rating from Brazil’s National Institute of Metrology, Quality and Technology (Inmetro).
In August 2011, one type of our solar modules ranked 7th among solar modules manufactured by nearly 100 solar module
manufacturers from all over the world in terms of yield performance measured by PHOTON Lab’s outdoor test. All of our
solar modules sold in Europe are CE certified, TÜV certified and MCS certified, and all of our solar modules sold in the
United States are UL certified. We have also received CQC certification for our monocrystalline solar modules in China.



Solar Cells



We commenced production of solar
cells in July 2009 following our acquisition of Zhejiang Jinko. The efficiency of a solar cell converting sunlight into
electricity is represented by the ratio of electrical energy produced by the solar cell to the energy from sunlight that
reaches the solar cell. The conversion efficiency of solar cells is determined to a large extent by the quality of silicon
wafers used to produce the solar cells. Most of our monocrystalline solar cells have dimensions of 125 mm x 125 mm and 156 mm
x 156 mm.  All of our multicrystalline solar cells have dimensions of 156 mm x 156 mm. For the year ended December 31, 2011,
our solar cells using monocrystalline silicon wafers had an average conversion efficiency rate of 18.2% and our solar cells
using multicrystalline silicon wafers had an average conversion efficiency rate of 16.8%.



49









Silicon Ingots and Silicon Wafers



We commenced production
of monocrystalline silicon ingots in August 2007, monocrystalline silicon wafers in March 2008, multicrystalline silicon
ingots in June 2008 and multicrystalline silicon wafers in July 2008.



Recovered Silicon Materials



We commenced processing of recoverable silicon
materials into recovered silicon materials in June 2006. We are able to process and recover a broad range of recoverable silicon
materials, which enables us to reduce our overall silicon material costs and improve product quality and yield.



Solar Power Project Development and
Solar System Integration Services



We commenced developing solar
power projects and providing solar system integration services in China in late 2011. Our project company,
Delingha Solar Power, in which we hold 88.7% of the equity interest, is developing  its self-owned on-grid solar power plant
with a total capacity of 30 MW in Delingha, Qinghai Province which Delingha Solar Power plans to operate upon its completion. Delingha Solar Power completed the construction of and connected 10 MW of its capacity
to the state power grid in December 2011. As of the date of this annul report, Delingha Solar Power had not commenced selling
electricity. The remaining 20 MW of its capacity is expected to be connected to the power grids by mid-2012. We intend to
establish additional solar power project companies to develop, own and operate solar power projects in the future. We
also provided solar system integration services to an on-grid solar power project with a total capacity of 5 MW in
Delingha, Qinghai Province in2011.



Manufacturing



We manufacture solar modules, solar cells,
silicon wafers, silicon ingots and recovered silicon materials.



Manufacturing Capacity and Facilities



Manufacturing Capacity



The following table sets forth our annual
production capacity for silicon wafers, solar cells and solar modules as of December 31, 2009, 2010 and 2011:



|               |  | Annual Production Capacity as of December 31,
|-------------- |  | ---------------------------------------------
|               |  | 2009                                         
|Products       |  |                                              
|               |  |                                              
|Solar modules  |  |                                              
|Solar cells    |  |                                              
|Silicon wafers |  |                                              



Property and Plant



We both own and lease properties for
our operations. When we state that we own certain properties in China, we own the relevant land use rights because land is
owned by the PRC state under the PRC land system. As of the date of this annual report, we had obtained land use rights to
approximately 1,222,322 square meters of land. The following table sets forth the size, use and the location of the land,
to which we had obtained the land use rights, as the date of this annual report:



|Location          |  | Industrial Use |         |  | Residential Use | 
|----------------- |  | -------------- | ------- |  | --------------- | 
|                  |  |                |         |  |                 | 
|Jiangxi Province  |  |                | 386,149 |  |                 | 
|Zhejiang Province |  |                | 563,375 |  |                 | 
|Total             |  |                | 949,524 |  |                 | 



We also lease manufacturing facilities with
a total gross floor area of approximately 15,282 square meters in Shangrao from Jiangxi Desun for production use. We also lease office space in various locations around the world where we maintain sales subsidiaries and offices.





50









Except as indicated otherwise, we own the
facilities completed and under construction and own the right to use the relevant land for the durations described below (including
capacities and major equipment):



|Products                          |  | Location                               |  | Facility
    No. |                        | Plant Size
                                                                                                  (square
        meters) |      | Duration of Land
    Use Right                                                                                                                                                                                                                                                                                                                           |      | Annual
    Manufacturing
    Capacities |  | Major
        Equipment
|--------------------------------- |  | -------------------------------------- |  | ---------------- | ---------------------- | ------------------------------------------------------------------------------------------------------------------------------------ | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | --------------------------------------- |  | -----------------------
|                                  |  |                                        |  |                  | as
    of December 31, |                                                                                                                                     
|                                  |  |                                        |  |                  | 2009                   |                                                                                                                                      | 2010 |                                                                                                                                                                                                                                                                                                                                                          | 2011 |                                        
|Silicon Wafers and silicon ingots |  | Shangrao
    Economic Development Zone |  | 1                |                        | 68,396.80                                                                                                                            |      | (i)
                                                                              March 16, 2010 to February 3, 2057;
        (ii)
        December 9, 2009 to September 23, 2058;
        (iii)
        July 6, 2009 to August 10, 2059;
        (iv)
        July 10, 2009 to February 7, 2057;
        (v)
        January 6, 2009 to August 10, 2059 |      | 300
        
        MW                 |  | 600
        
        MW
|                                  |  |                                        |  |                  |                        |                                                                                                                                      |      |                                                                                                                                                                                                                                                                                                                                                          |      |                                         |  |                        
|Solar Cells                       |  | Yuanhua Town, Haining                  |  | 2                |                        | 107,864.90                                                                                                                           |      | (i)
                                                                  November 23, 2009 to June 6, 2057;
        (ii)
        October 29, 2009 to May 26, 2058;
        (iii)
        August 17, 2010 to July 25, 2060                                                                                                                                   |      | 150
        
        MW                 |  | 600
        
        MW
|                                  |  |                                        |  |                  |                        |                                                                                                                                      |      |                                                                                                                                                                                                                                                                                                                                                          |      |                                         |  |                        
|Solar Modules                     |  | Shangrao
    Economic Development Zone |  | 3                |                        | 134,950.58                                                                                                                           |      | July 6,
    2009 to August 10, 2059                                                                                                                                                                                                                                                                                                                      |      | 150
    MW                              |  | 600
    MW             
|                                  |  |                                        |  |                  |                        |                                                                                                                                      |      |                                                                                                                                                                                                                                                                                                                                                          |      |                                         |  |                        
|                                  |  | Yuanhua
    Town, Haining              |  | 4                |                        | 89,543.00                                                                                                                            |      | (i) October
    29, 2009 to May 26, 2058; 
    (ii) August 17, 2010 to July 25, 2060; 
    (iii) September 15, 2010 to August 29, 2060                                                                                                                                                                                                                   |      |                                         |  |                        





51









In addition, there is an electric power transformation
and distribution substation constructed by the Shangrao Economic Development Zone Management Committee and Shangrao County Power
Supply Co., Ltd. with an annual capacity of 438 million kWh and a gross floor area of 13,127 square meters at Jiangxi Jinko's manufacturing
site to support its operations and assure it of priority supply of electricity. We plan to construct our own electric power transformation
and distribution substation with an annual capacity of approximately 7 million kWh and a gross floor area of approximately 6,667
square meters in Shangrao which we expect to complete by mid- 2012.



As of December 31, 2011, short-term borrowings
of RMB488.4 million (US$77.6 million) and long-term borrowings of RMB470.8 million (US$74.8 million) were secured by land use rights
and equipment.



We believe our current land use rights, existing
facilities and equipment are adequate for our current requirements.



Equipment



We source most of our key manufacturing equipment
from leading international manufacturers, with some from reputable domestic manufacturers. For the year ended December 31,
2011, our top three equipment suppliers included Miyamoto, Applied Materials and Centrotherm.



For silicon ingots and silicon wafer manufacturing,
as of December 31, 2011, we had 231 monocrystalline furnaces purchased from multiple domestic vendors, 66 multicrystalline furnaces
purchased from suppliers in China and the U.S., 169 wire saws purchased from multiple suppliers in Japan and 39 wire squarers purchased
from suppliers in China and Japan. In addition, we had 34 automatic production lines for producing solar cells and 10 automatic
production lines and 38 manual production lines for producing solar modules as of December 31, 2011.



Major Plans to Construct, Expand or Improve
Facilities



As of December 31, 2011, we had annual
silicon wafer, solar cell and solar module production capacity of approximately 1.2 GW each. We originally planned to expand
our annual production capacity for silicon wafers, solar cells and solar modules to 1.5 GW each by the end of 2011. However,
in response to the changes in the market condition, we timely adjusted our expansion plan and plan to maintain our production
capacity for these three products at our current level of 1.2 GW each. Instead of expanding our production capacity, we plan
to focus on improving our efficiency to reduce our unit cost. However, to implement our original expansion plan, we had
already entered into purchase agreements for purchasing additional manufacturing equipment by the end of 2011. We may
terminate these equipment purchase agreements or revise their terms in line with our new plan and as a result, may be subject
to cancellation and  late charges. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our
Business and Industry—We rely on a limited number of third-party suppliers for supplying key manufacturing equipment
and we may face termination and  late charges and risks relating to the termination and amendment of certain
equipment purchases contracts.”



We had a negative working capital balance
as of December 31, 2011. Our management believes that our current cash position as of December 31, 2011, the cash expected to
be generated from operations and funds available from borrowings under the bank quotas will be sufficient to meet our working
capital and capital expenditure requirements for at least the next twelve months from December 31, 2011. However, in light of
the amount of bank borrowings and bonds due in the near term future, sufficient funds may not be available to us. Accordingly,
we may need to reduce discretionary spending and raise additional funds through public or private equity or debt financing. For
information on our proposed issuance of unsecured one-year short-term bonds with an aggregate principal amount of RMB300 million
on April 23, 2012, see “Item 5. Operating and Financial Review and Prospects —B. Liquidity and Capital Resources.” Any additional equity financing may be dilutive to our shareholders and debt
financing, if available, may involve covenants that would restrict us. Additional funds may not be available on terms commercially acceptable
to us or at all. Failure to manage discretionary spending and raise additional capital or debt financing as required may adversely
impact our ability to achieve our intended business objectives.



52









Manufacturing Process



Processing of Screened Recoverable Silicon
Materials



The processing of recoverable silicon materials
into recovered silicon materials involves three main steps: screening, chemical treatment and cleaning, and sorting. We purchase
pre-screened recoverable silicon materials from our suppliers which are then delivered to our facilities for chemical treatment,
cleaning and sorting.



Silicon Ingot Manufacturing



We produce monocrystalline silicon ingots
in electric furnaces. We place silicon materials, consisting of virgin polysilicon feedstock and recovered silicon materials of
various grades according to formulas developed in-house into a quartz crucible in the furnace, where the silicon materials are
melted. While heating the silicon materials, we pump a stream of argon, a chemically inert gas, into the furnace to remove the
impurities vaporized during the heating process and to inhibit oxidation, thus enhancing the purity of the silicon ingots. A thin
crystal "seed" is dipped into the molten silicon to determine the crystal orientation and structure. The seed is rotated
and then slowly extracted from the molten silicon, which adheres to the seed and is pulled vertically upward to form a cylindrical
silicon ingots consisting of a single large silicon crystal as the molten silicon and crucible cool.



We have modified some of our monocrystalline
furnaces to allow us to apply our furnace reloading production process, which enables us to increase the size of our silicon ingots
while lowering our unit production costs by enhancing the utilization rate of our furnaces and reducing unit costs of consumables
and utilities. After the silicon ingot is pulled and cooled, we square the silicon ingots in our squaring machines into blocks.



We produce multicrystalline silicon ingots
in electric furnaces. We place silicon materials, consisting of virgin polysilicon feedstock and recovered silicon materials of
various grades mixed according to our proprietary formula, into a quartz crucible in the furnace, where the silicon materials are
melted. While heating the silicon materials, we pump argon into the furnace to remove impurities and inhibit oxidation. The molten
silicon is cast into a block and crystallized, forming a multicrystalline structure as the molten silicon and crucible cool. After
the multicrystalline silicon block is cast and cooled, we square it in our squaring machine and cut it into individual blocks.
We have improved our high-precision wire squarers and squaring techniques, which allows us to reduce the sizes of silicon ingot
tops, tails and other off-cuts during the squaring process, thus increasing the sizes of silicon ingot blocks available to be cut
into silicon wafers.



We test monocrystalline and multicrystalline
silicon ingots as to their minority carrier lifetime, which is an important measurement of impurity levels of crystalline silicon
material, as well as resistivity, electric properties and chemical properties and cut off the unusable parts before they are cut
into silicon wafers.











Silicon Wafer Cutting



We cut silicon ingots into silicon wafers
with high-precision wire saws which use steel wires carrying slurry to cut silicon wafers from the silicon ingot blocks. Using
proprietary know-how and our process technology, we have improved these wire saws to enable us to cut silicon ingot blocks longer
than the size that the wire saws were originally designed to cut as well as to increase the number of quality conforming silicon
wafers produced from each silicon ingot block, produce silicon wafers with thickness of a high degree of consistency and improve
the quality of silicon wafers. We currently manufacture our monocrystalline silicon wafers in 125 mm x 125 mm dimensions with an
average thickness 180 microns and our multicrystalline silicon wafers in 156 mm x 156 mm dimensions with an average thickness of
180 microns. The dimensions of the silicon wafers we produce are dictated by current demand for market standard products. However,
our production equipment and processes are also capable of producing silicon wafers in other dimensions if market demand should
so require.





53









After silicon wafers are cut from silicon
ingots, they are cleaned and inserted into frames. The framed silicon wafers are further cleaned, dried and inspected before packaging.



Solar Cell Manufacturing



Our solar cell manufacturing process starts
with the ultrasonic cleaning process to remove oil and surface particles from silicon wafers, after which the silicon wafers undergo
a chemical cleaning and texturing etching process to remove impurities and create a suede-like structure on the silicon wafer surface,
which reduces the reflection of sunlight and increases the absorption of solar energy of solar cells. Through a diffusion process,
we then introduce certain impurities into the silicon wafers to form an electrical field within the solar cell. We achieve the
electrical isolation between the front and back surfaces of the silicon wafer by edge isolation, or removing a very thin layer
of silicon around the edge. We then apply an anti-reflection coating to the front surface of the silicon wafer to enhance its absorption
of sunlight through a process called "plasma-enhanced chemical vapor deposition," or PECVD. We screen-print negative
and positive metal contacts, or electrodes, on the front and back surfaces of the solar cell, respectively, with the front contact
in a grid pattern to collect the electrical current. Silicon and metal electrodes are then fused through an electrode firing process
in a conveyor belt furnace at a high temperature. After the electrode firing process, solar cells are tested, sorted and packaged.



Solar Module Manufacturing



Solar modules are produced by interconnecting
multiple solar cells into desired electrical configurations through welding. The interconnected solar cells are laid out and laminated
in a vacuum. Through these processes, the solar modules are weather-sealed, and thus are able to withstand high levels of ultraviolet
radiation, moisture, wind and sand. Assembled solar modules are packaged in a protective aluminum frame prior to testing.



Raw and Ancillary Materials



The raw materials used in our manufacturing
process consist primarily of virgin polysilicon and recoverable silicon materials, and the ancillary materials used in our manufacturing
process consist primarily of metallic pastes, EVA, tempered glass, aluminum frames, back sheets, junction boxes and other related
consumables.



Raw Materials



The principal raw material used in our manufacturing
process is virgin polysilicon. We also use recoverable silicon materials in our production. For the years ended December 31,
2009, 2010 and 2011, virgin polysilicon accounted for approximately 48.6%, 79.8 % and 88.7%, respectively, and recoverable
silicon materials accounted for approximately 51.4%, 20.2% and 11.3%, respectively, of our total silicon raw material purchases
by value. We procure our raw materials from diversified sources. In 2011, purchases from foreign suppliers and domestic suppliers
accounted for 17.4% and 82.6% of our total silicon raw material purchases, respectively.



54









Historically, through the six months
ended June 30, 2008, an industry-wide shortage of virgin polysilicon which is the basic raw material for all crystalline
silicon solar power products and semiconductor devices, coupled with rapidly growing demand from the solar power industry,
caused rapid escalation of virgin polysilicon prices and an industry-wide silicon shortage. However, during the fourth
quarter of 2008 and the first half of 2009, virgin polysilicon prices fell substantially as a result of significant new
manufacturing capacity coming on line and falling demand for solar power products resulting from the global economic crisis
and credit market contraction, and the price of recovered silicon materials, which can be used as a substitute for virgin
polysilicon,  was similarly affected in the fourth quarter of 2008 and the first half of 2009. Starting from the second half
of 2009, the demand for solar power products significantly recovered in response to a series of factors, including the
recovery of the global economy, the implementation of incentive policies for renewable energy including solar power and
increasing availability of financing for solar power projects, the price of virgin polysilicon substantially stabilized from
2010 to the first half of 2011. However, in 2011, the price of virgin polysilicon decreased primarily because governments in
Europe, under pressure to reduce  public debt levels, reduced subsidies such as feed-in tariffs. In addition, the
increasing supply of virgin polysilicon, intensifying competition and advancement in processing technologies also contribute
to the general decline of the price of virgin polysilicon.



Virgin Polysilicon



We purchase solar
grade virgin polysilicon from both domestic and foreign suppliers. We source virgin polysilicon primarily through a combination
of spot market purchases and purchases under long-term contracts. For the year ended December 31, 2011, spot market purchases and
purchases under our long-term contracts accounted for approximately 74.2% and 25.8%, respectively, of our total silicon purchases
by value. With a view to securing high quality raw materials from reputable suppliers and mitigating our exposure to potential
price volatility of silicon materials, we intend to continue to procure virgin polysilicon through a combination of spot market
purchases and purchases under long-term contracts.We have entered into long-term supply contracts with four virgin polysilicon
suppliers, pursuant to which we have agreed to procure an aggregate of 6,974 metric tons of virgin polysilicon from 2011 to 2020:



• Under our
long-term supply contract with Zhongcai Techonologcial, Zhongcai Technological has committed to supplying to us virgin
polysilicon for five years starting from 2009, with prices to be negotiated each month.



• Under our
long-term supply contract with Hoku, as amended, Hoku has agreed to supply to us virgin polysilicon for eight years,
with the first delivery scheduled to take place no later than July 1, 2012. The prices of polysilicon under this contract for
the first four years are fixed. However, if the difference between the contract price and the average contract price for the
last twelve months reflected in the PCSPI or another mutually acceptable third party index exceeds a defined band, the
contract price will be subject to renegotiation by the parties. The contract prices for the final four years will be
determined by both parties three months prior to each shipment date. Hoku also has agreed to refund a total of US$2.2 million
of our deposit in monthly equal installments from September 2011 to June 2012. As of the date of this annual report, we have received a
total refund of US$880,000.



• Under our
one-year supply contract with a reputable German polysilicon supplier, the supplier has agreed to supply to us virgin
polysilicon for one year starting from February 2012, with a fixed price for each monthly delivery.



• Under our
one-year supply contract with Luoyang Zhonggui, Luoyang Zhonggui has agreed to supply to us virgin polysilicon for one
year starting from September 2011, with prices to be negotiated each month.



Recoverable Silicon Materials







We purchase pre-screened recoverable silicon
materials from our suppliers which are delivered to our facilities for chemical treatment, cleaning and sorting into recovered
silicon materials. Currently, we purchase most of our recoverable silicon materials on the spot market.





55









For the years ended December 31, 2009,
2010 and 2011, our five largest suppliers provided approximately 54.1%, 47.4% and 57.8%, respectively, of our total
silicon purchases by value. For the years ended December 31, 2009 and 2010, no suppliers accounted for more than 10% of our
total silicon purchases by value. For the year ended December 31, 2011, three of our suppliers individually accounted for more
than 10%, and our largest supplier accounted for 16.5%, of our total silicon purchases by value.



Our supply contracts
generally include prepayment obligations for the procurement of silicon raw materials.As of December 31, 2011, we
had approximately RMB417.7 million (US$66.4 million) of advances to suppliers, including RMB188.4 million (US$29.9 million) of
advances to suppliers to be utilized beyond one year, which consist primarily of prepayments under our long-term virgin polysilicon
supply contracts, such as our contracts with Hoku and Zhongcai Technological.



Ancillary Materials



We use metallic pastes as raw materials in
our solar cell production process. Metallic pastes are used to form the grids of metal contacts that are printed on the front and
back surfaces of the solar cells through screen-printing to create negative and positive electrodes. We procure metallic pastes
from third parties under monthly contracts. In addition, we use EVA, tempered glass, aluminum frames and other raw materials in
our solar module production process. We procure these materials from third parties on a monthly basis.



Customers and Markets



We sell products in both China and overseas
markets. For the years ended December 31, 2009, 2010 and 2011, we generated 80.7%, 34.4% and 17.4% of our revenues from domestic
sales and 19.3%, 65.6% and 82.6% of our revenues from export sales, respectively. As of December 31, 2011, we had an aggregate
of approximately 475 customers for our solar modules, solar cells and silicon wafers from Germany, Italy, France, Cyprus, and Belgium
as well as other countries and regions. The following table sets forth our net revenues generated from sales of products and provision
of processing services to customers in respective geographic locations, with percentage of net revenues, for the periods indicated:



|                                              |  | For the year ended December 31, |            
|--------------------------------------------- |  | ------------------------------- | -----------
|                                              |  | 2009                            |            
|                                              |  | RMB                             |            
|                                              |  | (in thousands)                  |            
|                                              |  |                                 |            
|Inside China (including Hong Kong and Taiwan) |  |                                 | 1,265,011.7
|                                              |  |                                 |            
|Outside China                                 |  |                                 |            
|Germany                                       |  |                                 | 90,425.0   
|Italy                                         |  |                                 | 2,232.4    
|France                                        |  |                                 | 10,516.3   
|Cyprus                                        |  |                                 | —          
|Belgium                                       |  |                                 | 19,295.2   
|Rest of the world                             |  |                                 | 180,379.1  
|Sub-total                                     |  |                                 | 302,847.9  
|Total                                         |  |                                 | 1,567,859.6





56









Sales of solar modules are our largest revenue
contributor, which accounted for 90.0% of our total revenues in the year ended December 31, 2011. We sell silicon wafers and
solar cells to the extent we do not consume them for our own production. We expect that our sales of solar modules will continue
to be our largest revenue contributor.



The following table sets forth the primary
products sold to our top five customers and the percentage of total revenues generated by sales to our top five customers, for
the periods indicated:







|                   |  | For the year ended December 31, |                                 
|------------------ |  | ------------------------------- | --------------------------------
|                   |  | 2009                            |                                 
|                   |  | Products                        |                                 
|Top five customers |  |                                 | Silicon wafers and solar modules





Sales to one of our customers accounted for
16.1% of our total revenues for the year ended December 31, 2011. No other customer generated sales that individually exceeded
10% of our revenues for the year ended December 31, 2011. We sell our solar modules under our own brand "JinkoSolar"
as well as on an OEM basis. Our customers for solar modules include distributors, project developers and system integrators. We
have been able to establish strong relationships with a number of major customers, based on the quality of our products and our
market reputation. Our major solar module customers include leading players in the solar power industry such as IBC Solar AG, Tozzi
Sub SpA,  Activ Solar Trading Ltd, Solairedirect S.A. and COGIP S.P.A.



Sales and Marketing



We sell solar modules under short-term contracts
and by spot market sales. We negotiate payment terms on a case-by-case basis and we allow most of our customers to make full payment
within 30 to 120 days after delivery.



We expect to retain a substantial portion
of our solar cells for our own solar module production, while retaining flexibility to respond to market changes and price fluctuations
by selling a portion of our solar cells in the spot market under favorable circumstances. We sell our solar cells under short-term
contracts and by spot market sales. We negotiate payment terms of our solar cell sales contracts on a case-by-case basis, and we
allow most of our customers to make full payment within 30 to 90 days after delivery.



Historically, we made substantial sales of
silicon wafers. Currently, we retain a substantial portion of our silicon wafers for our own solar cell production, while selling
the remaining to our solar cell suppliers to set off a portion of our payment obligations for our solar cell purchases.





We made substantial sales of recovered silicon
materials and silicon ingots before we built out our silicon wafer, solar cell and solar module production capacity. We currently
sell a small volume of recovered silicon materials.





57









As we continue to diversify our product lines,
we have successfully expanded our global marketing footprint. We established a sales and marketing center in Shanghai in January
2009, which provides us with convenient access to domestic and international sales channels. In November 2009, we established
JinkoSolar International Limited in Hong Kong to get easy access to major export markets. We began exporting our silicon wafers
to Hong Kong in May 2008, and have since expanded our sales to Taiwan, India, the Netherlands, Singapore and Korea. With our entry
into the downstream solar module markets, we have further successfully marketed our products to customers in Germany, Italy, Belgium,
Spain, France, Israel, U.S. and other countries and regions. We have established ten overseas subsidiaries in nine countries,
including Germany, France, Italy, Switzerland, Luxemburg, Canada, U.S., Australia and Singapore. We intend to establish additional
subsidiaries and sales offices in the major overseas markets to expand our customer base and increase our market penetration.
In addition, we have devoted significant resources to developing solar module customers and a stable end-user customer base through
establishing diversified sales channels comprising project developers, system integrators, distributors and sales agents and diversified
marketing activities, including advertising on major industry publications, attending trade shows and exhibits worldwide as well
as providing high quality services to our customers. In 2011, we increased our marketing efforts to explore other emerging solar
markets, such as Asia, South Africa and Australia, in light of the intensifying competition in the solar industry. In August 2011,
we entered into an advertising agreement with Infront Sports & Media AG, who has the exclusive advertising rights for the
home football games and certain away games of the German Men's "A" National Team for a term of three years ending on
June 30, 2014. Under this agreement, our brand will be advertised on banner and stadium scoreboard for all home and several away
games of the German Men's "A" National Team, as well as on DFB-Journal publication and DFB-Aktuell magazine. We believe
that our global marketing practice and strategy have and will continue to enable us to explore the overseas market, increase our
sales, expand our customer base and increase recognition of our brand domestically and internationally.



Quality Control



We employ strict quality control
procedures at each stage of the manufacturing process in accordance with ISO9001 quality management standards to ensure the
consistency of our product quality and compliance with our internal production benchmarks. Our quality management systems in
Jiangxi Jinko and Zhejiang Jinko have received the DQS-UL certificate and LRQA certificate, respectively. In addition, we
have also received international and domestic certifications for certain models of our solar modules. For example, we have
received CE, TÜV and MCS certifications for all of our solar modules sold in Europe, UL certifications for all solar
modules sold in the United States and CQC certification for our monocrystalline solar modules in China.In
September 2011, 15 types of our solar modules received A-rating from Brazil’s National Institute of Metrology, Quality
and Technology (Inmetro). In August 2011, one type of our solar modules ranked 7th among solar modules manufactured by nearly
100 solar module manufacturers from all over the world in terms of yield performance measured by PHOTON Lab’s
outdoor test.



We conduct systematic inspections of incoming
raw materials, ranging from silicon raw materials to various ancillary materials. We have formulated and adopted guidelines and
continue to devote efforts to developing and improving our inspection measures and standards on recycling recoverable silicon materials,
silicon ingots, silicon wafer, solar cell and solar module production. We conduct a final quality check before packing to ensure
that our solar power products meet all our internal standards and customers’ specifications. As of December 31, 2011,
we had a dedicated team of 702 employees overseeing our quality control processes, and they work collaboratively with our sales
team to provide customer support and after-sale services. We emphasize gathering customer feedback for our products and addressing
customer concerns in a timely manner. In addition, to ensure the effectiveness of our quality control procedures, we also provide
periodic training to our employees.





58









Competition



We operate in a highly competitive and rapidly
evolving market. As we build out our solar cell and solar module production capacity and increase the output of these products,
we mainly compete with integrated as well as specialized manufacturers of solar cells and solar modules such as Sharp Corporation,
Suntech, Trina and Yingli Green Energy in a continuously evolving market. Recently, some upstream polysilicon manufacturers as
well as downstream manufacturers have also built out or expanded their silicon ingots, silicon wafer, solar cell and solar module
production operations. We expect to face increased competition as other silicon ingots, silicon wafer, solar cell and solar module
manufacturers continue to expand their operations. Some of our current and potential competitors may have a longer operating history,
greater financial and other resources, stronger brand recognition, better access to raw materials, stronger relationships with
customers and greater economies of scale than we do. Moreover, certain of our competitors are highly-integrated producers whose
business models provide them with competitive advantages as these companies are less dependent on upstream suppliers and/or downstream
customers in the value chain.



We compete primarily in terms of product quality
and consistency, pricing, timely delivery, ability to fill large orders and reputation for reliable customer support services.
We believe that our high quality products, our low manufacturing costs and easy access to key resources from our strategically
located production bases in China, our recoverable silicon material processing operations and our proprietary process technologies
enhance our overall competitiveness.



In addition, some companies are currently
developing or manufacturing solar power products based on thin film materials. These new alternative products may cost less than
those based on monocrystalline or multicrystalline technologies while achieving the same or similar levels of conversion efficiency
in the future. Furthermore, the solar industry generally competes with other renewable energy and conventional energy sources.



In addition, as we have recently commenced
developing solar power projects and providing solar system integration services, we may face the extensive competition among the
competitors from the solar power project development and solar system integration services. Some of our potential competitors in
this industry may have a longer history, a more extensive experience in this industry, greater financial and other resources, stronger
brand recognition, stronger relationships with customers and greater economies of scale than we do.



Production Safety



We are subject to extensive PRC laws and regulations
in relation to labor and safety. We have adopted stringent safety procedures at our facilities to limit potential damage and personal
injury in the event of an accident or natural disaster, and have devised a number of internal guidelines as well as instructions
for our manufacturing processes, including the operation of equipment and handling of chemicals. We distribute safety-related manuals
to employees and post bulletins setting forth safety instructions, guidelines and policies throughout our facilities. Failure by
employees to follow these guidelines and instructions result in monetary fines. All of our new employees undergo extensive safety
training and education. We require our technical staff to attend weekly training programs taught by instructors to enhance their
work safety awareness and ensure safe equipment operation. We conduct regular inspections and our experienced equipment maintenance
team oversees the operation of our manufacturing lines to maintain proper and safe working conditions. As a result, our occupational
health and safety management systems are certified to fulfill the OHSAS 18001:2007 standards starting from March 2012. Since our
inception, we have not experienced any major work-related injuries.



59









We use, store and generate volatile and otherwise
dangerous chemicals and wastes during our manufacturing processes, and are subject to a variety of government regulations related
to the use, storage and disposal of such hazardous chemicals and waste. In accordance with the requirements of the revised Regulation
on the Safety Management of Hazardous Chemical, which became effective on December 1, 2011, we are required to conduct the safety
evaluation on our storage instruments related to our use of hazardous chemicals and file the safety evaluation report with the
competent safety supervision and administration authorities every three years. Moreover, we also need to timely file a report
with the competent safety supervision and administration authorities and public security agencies concerning the actual storage
situation of our hyper-toxic chemicals and other hazardous chemicals that constitute major of hazard sources. We have not conducted
the safety evaluation or filed safety evaluation reports with respect to certain of our storage instruments in compliance with
the revised Regulation on the Safety Management of Hazardous Chemicals and we cannot assure you that we will be able to file the
safety evaluation reports on time. Failure to make such filing on time may subject us to a fine of up to RMB100,000.





Environmental Matters



We generate and discharge chemical
wastes, waste water, gaseous waste and other industrial waste at various stages of our manufacturing process as well as
during the processing of recovered silicon material. We have installed pollution abatement equipment at our facilities to
process, reduce, treat, and where feasible, recycle the waste materials before disposal, and we treat the waste water,
gaseous and liquid waste and other industrial waste produced during the manufacturing process before discharge. We also
maintain environmental teams at each of our manufacturing facilities to monitor waste treatment and ensure that our waste
emissions comply with PRC environmental standards. Our environmental teams are on duty 24 hours. We are required to comply
with all PRC national and local environmental protection laws and regulations and our operations are subject to periodic
inspection by national and local environmental protection authorities. PRC national and local environmental laws and
regulations impose fees for the discharge of waste materials above prescribed levels, require the payment of fines for
serious violations and provide that the relevant authorities may at their own discretion close or suspend the operation of
any facility that fails to comply with orders requiring it to cease or remedy operations causing environmental damage. See
“Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry—Compliance with
environmental, safe production and construction regulations can be costly, while non-compliance with such regulations may
result in adverse publicity and potentially significant monetary damages, fines and suspension of our business.”



Our factories are equipped with state-of-the-art
equipment that has been designed to not only produce the highest quality products, but to also minimize the environmental impact.
Our manufacturing plants in Jiangxi Jinko have received the ISO14001 certification and the application of such certification for
our manufacturing plants in Zhejiang Jinko are currently in the process.In January 2012,
we joined PV Cycle Association (“PV Cycle”) for the collection and recycling
of end-of-life solar modules at European level.



60







We are required to obtain construction
permits before commencing constructing production facilities. We are also required to obtain approvals from PRC environmental
protection authorities before commencing commercial operations of our manufacturing facilities. We commenced construction of
a portion of our solar cell and solar module production facilities prior to obtaining the construction permits and commenced
operations of certain of our production facilities prior to obtaining the environmental approvals for commencing commercial
operation and completing the required safety evaluation procedure. Although we have subsequently obtained all required
environmental approvals covering all of our existing production capacity except a portion of our solar cell and solar module
production capacity, we cannot assure you that we will not be penalized by the relevant government authorities for any prior
non-compliance with the PRC environmental protection, safe production and construction regulations. As of the date of this
annual report, we are still in the process of obtaining the requisite environmental approval for the portion of our solar
cell and solar module production capacity and construction permits for a portion of our solar cell and solar module
production facilities. We cannot assure you that we will be able to obtain such approval in a timely manner or at all.
Failure to obtain such approval and permits may subject us to fines or disrupt our operations and construction, which may
materially and adversely affect our business, results of operations and financial condition.



In late August 2011, our Haining facility
experienced a suspected leakage of fluoride into a nearby small water channel due to extreme and unforeseen weather conditions.
On September 15, 2011, residents of Hongxiao Village in proximity to the Haining facility gathered to protest the discharge. The
Haining facility suspended production on September 17, 2011. We also took steps recommended by an environmental engineering firms
licensed by the Chinese government (“Licensed Engineers”). On September 28, 2011, a committee of experts (the “Experts
Committee”) established by the Haining government approved a set of recommendations developed by the Licensed Engineers
with our assistance and the Haining government to be implemented by us. On October 6, 2011, the Experts Committee, the Environmental
Bureau of the Haining government and representatives of Hongxiao Village reviewed the steps taken by us based on the recommendations
of the Experts Committee and provided their comments to JinkoSolar’s management. On October 9, 2011, the Experts Committee
notified us that the Experts Committee was satisfied with the steps taken by us and we resumed production at the Haining facility.



Seasonality



Demand for solar power products tends to be
weaker during the winter months partly due to adverse weather conditions in certain regions, which complicate the installation
of solar power systems. Our operating results may fluctuate from period to period based on the seasonality of industry demand for
solar power products. Our sales in the first quarter of any year may also be affected by the occurrence of the Chinese New Year
holiday during which domestic industrial activity is normally lower than that at other times.



Insurance



We have insurance policies
covering certain machinery such as our monocrystalline and multicrystalline furnaces. These insurance policies cover damages
and losses due to fire, flood, design defects or improper installation of equipment, water stoppages or power outages and
other events stipulated in the relevant insurance policies. Insurance coverage for Jiangxi Jinko's fixed assets other than
land amounted to approximately RMB2,404.7 million (US$382.1 million) as of December 31, 2011. Insurance coverage for
Zhejiang Jinko's fixed assets and inventory amounted to approximately RMB6,824.2 million (US$1,084.3 million) as of December
31, 2011. As of December 31, 2011, we had product liability insurance coverage for Jiangxi Jinko, Zhejiang Jinko, Jinko
Solar Import and Export Co. Ltd. (“Jinko Import and Export”) and Zhejiang Jinko Trading Co., Ltd.
(“Zhejiang Trading”) of up to US$30 million, export credit insurance coverage for Jiangxi
Jinko, Zhejiang Jinko and Jinko Import and Export of up to US$597.4 million and product transportation liability insurance
coverage for Jiangxi Jinko, Zhejiang Jinko, Jinko Import and Export, Zhejiang Trading, JinkoSolar International Limited,
JinkoSolar GmbH and JinkoSolar (U.S.) Inc. of up to RMB10.0 billion (US$1.6 billion).



61









In May 2011, we engaged PowerGuard, a firm
specializing in unique insurance and risk management solutions for the wind and solar energy industries to provide insurance coverage
for the product warranty services for our solar modules worldwide effective from May 1, 2011. The policy offers back-to-back coverage
through a maximum of five-year limited product defects warranty, as well as a 10-year and 25-year warranty against declines of
more than 10.0% and 20.0%, respectively, from the initial minimum power generation capacity at the time of delivery. We may renew
our insurance policy upon its expiration in May 2012.



We believe that our overall
insurance coverage is consistent with the market practice in China. However, significant damage to any of our manufacturing
facilities and buildings, whether as a result of fire or other causes, could have a material adverse effect on our results
of operations. In accordance with customary practice in China, we do not carry any business interruption insurance. Moreover,
we may incur losses beyond the limits, or outside the coverage, of our insurance policies. See “Item 3. Key
Information — D. Risk Factors — Risks Related to Our Business and Industry — We have limited insurance
coverage and may incur losses resulting from product liability claims, business interruption or natural disasters.” We
paid an aggregate of approximately RMB1.9 million, RMB9.2 million and RMB14.0 million (US$2.2 million) in insurance premiums
in 2009, 2010 and 2011, respectively.



Regulation



This section sets forth a summary of the most
significant regulations or requirements that affect our business activities in China or our shareholders' right to receive dividends
and other distributions from us.



Renewable Energy Law and Other Government
Directives



On December 26, 2009, China revised its
Renewable Energy Law, which originally became effective on January 1, 2006. The revised Renewable Energy Law became effective
on April 1, 2010 and sets forth policies to encourage the development and on-grid application of solar energy and other renewable
energy. The law also sets forth a national policy to encourage the installation and use of solar energy water heating systems,
solar energy heating and cooling systems, solar photovoltaic systems and other systems that use solar energy. It also provides
financial incentives, such as national funding, preferential loans and tax preferential treatment for the development of renewable
energy projects and authorizes the relevant pricing authorities to set favorable prices for electricity generated from solar and
other renewable energy sources.



The solar power industry ranked prominently
in the revised Guidelines of Prioritized Hi-tech Industrialization Areas promulgated by the NDRC, Ministry of Science and Technology,
Ministry of Commerce, State Intellectual Property Office, or the SIPO, and Ministry of Industry and Information Technology on June
23, 2011.



On August 31, 2007, the NDRC promulgated
the Medium and Long-Term Development Plan for the Renewable Energy Industry. This plan sets forth national policy to provide financial
allowance and preferential tax regulations for the renewable energy industry. The PRC government similarly demonstrated its commitment
to renewable energy in the Eleventh Five-Year Plan for Renewable Energy Development, which was promulgated by the NDRC in March
2008.







The PRC government has promulgated a number
of directives to support energy conservation and the use of solar energy. On April 1, 2008, the PRC Energy Conservation Law
came into effect. Among other objectives, this law encourages the utilization and installation of solar power facilities on buildings
for energy-efficiency purposes.





62









On September 4, 2006,
China's Ministry of Finance and Ministry of Construction jointly promulgated the Interim Measures for Administration of
Special Funds for Application of Renewable Energy in Building Construction, pursuant to which the Ministry of Finance will
arrange special funds to support the application of Building Integrated Photovoltaics systems, or BIPV
applications, to enhance building energy efficiency, protect the environment and reduce consumption of fossil fuel energy.
Under these measures, applications to provide hot water supply, refrigeration, heating and lighting are eligible for such
special funds.



On March 23, 2009, China's Ministry
of Finance promulgated the Interim Measures for Administration of Government Subsidy Funds for Application of Solar
Photovoltaic Technology in Building Structures, or the Interim Measures, to support the promotion of solar photovoltaic
applications in China. Local governments are encouraged to issue and implement supporting policies for the development of
solar photovoltaic technology. Under these Interim Measures, a subsidy of RMB20 per kWp covering BIPV applications installed
on or after March 23, 2009 was set for 2009. On November 16, 2011, China’s Ministry of Finance and Ministry of Housing and Urban-Rural Development
jointly released an notice regarding the application of solar photovoltaic technology in building structures,  pursuant
to which the PRC government offer subsidies ranging from RMB7.5 to RMB9.0 per watt for BIPV projects. The
construction of such BIPV projects must be completed in 2012.



On July 16, 2009, China's
Ministry of Finance, Ministry of Science and Technology and Resource Bureau of the NDRC jointly published an announcement
containing the guidelines for the Golden Sun Demonstration Program. Under the program, the PRC government will provide, up to
20 MW of Photovoltaic (“PV”) projects per province, with a 50% to 70% subsidy for the capital costs of solar
systems and the relevant power transmission and distribution systems. The program further provides that each PV project
applying for such subsidy must have a minimum capacity of 300 kWp with an operation period of not less than 20 years. On
September 21, 2010, China's Ministry of Finance, Ministry of Science and Technology and Ministry of Housing and
Urban-Rural Development jointly released an announcement to strengthen the administration of, and provide details for, the
implementation of the Golden Sun Demonstration Program and government subsidies for BIPV applications. Among other things,
the announcement clarified that the PRC government will subsidize 50% of the cost of key equipment for on-grid PV projects
and 70% of that for off-grid PV projects in remote regions. In addition, the government will offer subsidies of RMB4 per watt
for on-grid PV projects, RMB6 per watt for BIPV projects and RMB10 per watt for off-grid PV projects in remote regions.



On September 26, 2009, the State Council
of China approved and circulated the Opinions of National Development and Reform Commission and other Nine Governmental Authorities
on Restraining the Production Capacity Surplus and Duplicate Construction in Certain Industries and Guiding the Industries for
Healthy Development. These opinions concluded that polysilicon production capacity in China has exceeded demand and adopted a policy
to impose more stringent requirements on the construction of new facilities for manufacturing polysilicon in China. These opinions
also stated in general terms that the government should encourage polysilicon manufacturers to enhance cooperation and affiliation
with downstream solar power product manufacturers to expand their product lines. However, these opinions do not provide any detailed
measures for the implementation of this policy. As we are not a polysilicon manufacturer and do not expect to manufacture polysilicon
in the future, we believe the issuance and circulation of these opinions will not have any material impact on our business.



On October 10, 2010, the State Council
of China promulgated a decision to accelerate the development of seven strategic new industries. Pursuant to this decision, the
PRC government will promote the popularization and application of solar thermal technologies by increasing tax and financial policy
support, encouraging investment and providing other forms of beneficial support.







In March 2011, the National People's Congress
approved the Outline of the Twelfth Five-Year Plan for National Economic and Social Development of the PRC, which includes a national
commitment to promoting the development of renewable energy and enhancing the competitiveness of the renewable energy industry.
Accordingly, in January 2012, the Ministry of Industry and Information Technology and the Ministry of Science and Technology respectively
promulgated the Twelfth Five-Year Special Plans regarding the new materials industry and the high-tech industrialization to support
the development of the PRC solar power industry.





63







On March 8, 2011, the Ministry of Finance
and the Ministry of Housing and Urban-Rural Development jointly promulgated the Notice on Further Application of Renewable Energy
in Building Construction to increase the utilization of renewable energy in buildings.



On March 27, 2011, the NDRC promulgated
the revised Guideline Catalogue for Industrial Restructuring which categorizes the solar power industry as an
encouraged item.







64











Laws and Regulations Concerning the
Electric Power Industry



The regulatory framework of the
PRC power industry consists primarily of the Electric Power Law of the PRC, which became effective on April 1,
1996(subsequently revised effective on August 27, 2009) and the Electric Power Regulatory Ordinance, which became effective
on May 1, 2005. One of the stated purposes of the Electric Power Law is to protect the legitimate interests of investors,
operators and users and to ensure the safety of power operations. According to the Electric Power Law, the
PRC government encourages PRC and foreign investment in the power industry. The Electric Power Regulatory
Ordinance sets forth regulatory requirements for many aspects of the power industry, including, among others, the issuance of
electric power business permits, the regulatory inspections of power generators and grid companies and the legal liabilities
for violations of the regulatory requirements.



On January 5, 2006, the NDRC promulgated
the Administrative Provisions on Renewable Energy Power Generation which set forth specific measures for setting the price of
electricity generated from renewable energy sources, including solar and for allocating the costs associated with renewable
power generation. The Administrative Provisions on Renewable Energy Power Generation also delegate administrative and
supervisory authority among government agencies at the national and provincial levels and assign partial responsibility to
electricity grid companies and power generation companies for implementing the Renewable Energy Law.



Pursuant to the Provisions on the Administration
of the Electric Power Business Permit, which were issued by the SERC and became effective on December 1, 2005, unless otherwise
provided by the SERC, no company or individual in the PRC may engage in any aspect of electric power business (including power
generation, transmission, dispatch and sales) without first obtaining an electric power business permit from the SERC. These provisions
also require that if an applicant seeks an electric power business permit to engage in power generation, it must also obtain in
advance all relevant government approvals for the project including construction, generation capacity and environmental compliance.



Pursuant to the Construction Law
which was promulgated by the Ministry of Construction on March 1, 1998 and amended on April 22, 2011, the Regulation
on Administration on Qualifications to Survey and Design Construction Engineering which became effective on September 1,
2007 and the Ordinance on Administration on Survey and Design of Construction Engineering which became effective on September
20, 2000, an enterprise engaged in the design and engineering work for an electric power project must obtain a
qualification certificate and must conduct its work within the strict design scope set forth in its certificate. An
enterprise conducting design or engineering work without first obtaining the qualification certificate or an enterprise that
has obtained the qualification certificate but exceeds the permitted design scope may be subject to action by the relevant
authorities, including monetary penalties, rescission of its certification or confiscation of all illicit gains.





Pursuant to the Provisions on
the Administration of Permits of Installation, Repair, and Test of Electric Power Facilities, which were promulgated by the
SERC and became effective on March 1, 2010, any entity or individual engaged in installing, repairing or testing of electric
power facilities in the PRC must obtain a permit unless otherwise exempted by the SERC. There are three categories of permits
and each category is further subdivided into five levels. Each category represents a specific range of activity i.e., installation, repair and testing. Each level denotes the maximum voltage level of an electric facility that a permit
holder may work with. To apply for a permit, an applicant must submit the application to the local branch of SERC. A permit
holder may also apply to change either the permitted matter, which is the category or level of the permit, or the registered
matter, which is the name, legal address, legal representative and other pertinent matters. A permit is valid for six
years.





65









All electric power generated in China is distributed
through power grids, except for electric power generated by facilities not connected to a grid. The distribution of power to each
grid is administered by dispatch centers, which the administration and dispatch of planned output by power plants connected to
the grid. The Regulations on the Administration of Electric Power Dispatch to Networks and Grids promulgated by the State Council
and the former Ministry of Electric Power Industry, effective on November 1, 1993,
as amended, and its implementation measures, regulate the operation of dispatch centers.



The Electric Power Law sets forth the
general principles for determining tariffs on electric power. According to the Electric Power Law, the purpose of tariffs is
to provide reasonable compensation for costs and a reasonable return on investment, to share expenses fairly and to encourage
the construction of additional power projects. The on-grid tariffs are subject to the approval from the NDRC and provincial
pricing administrative bureaus. In July 2003, the State Council approved the Power Tariff Reform Plan (hereinafter referred
to as the “Reform Plan”) with the long-term objective to establish a standardized and transparent on-grid
tariff-setting mechanism. On March 28, 2005, the NDRC promulgated the Provisional Measures for the Administration of On-grid
Tariffs, which became effective on May 1, 2005 and provide regulatory guidance for the Reform Plan. For power plants within
the regional grids that have not implemented competitive bidding mechanism, on-grid tariffs will be determined and announced
by relevant pricing bureaus based on production costs plus a reasonable investment return. For power plants within the
regional grids that have implemented competitive bidding mechanism, on-grid tariffs are two folds: (i) a capacity tariff
determined by the NDRC based on the average investment cost of the power generators competing within the same regional grid;
and (ii) a competitive tariff determined through the competitive bidding process. A power plant engaged in new energy and
renewable energy is currently exempted from participating in the relevant regional grid market and the neighboring
electricity grid enterprises must purchase, on a priority basis, the power generated by such plant at a price set by the
government or by bid. The government is expected to establish a special market for new energy and renewable energy in the
future. In January 2006, the NDRC promulgated the Trial Measures for the Management of Prices and Allocation of Costs for
Electricity Generated from Renewable Energy, which provide specific measures for setting the price of electricity generated
from solar and other renewable energy sources and for allocating the costs associated with renewable power generation.
Pursuant to these trial measures, the competent governmental authority shall set the on-grid tariffs on solar power
electricity generation based on the sum of reasonable costs plus reasonable profits.



On 24 July 2011, the NDRC issued the Notice
on Improvements to the Feed-in Tariff Policy for On-grid Solar Power Generation to provide a unified national standard tariff price
for solar power generation. Pursuant to this notice, non-tendered projects are required to implement the unified national standard
tariff price, while tendered projects are required to implement the tender price not higher than the national standard unified
tariff price. The NDRC indicates that it will adjust the national standard tariff price in the future based on changes in investment
costs and technical progress, among other factors. According to this notice, the national standard tariff price will bolster the
adoption of the PV applications in China and benefit the solar power industry. The implementation details for this notice have
not been issued.



66







Environmental Regulations



Our solar power product
manufacturing processes generate material levels of noise, waste water, gaseous emissions and other industrial wastes in the
course of our business operations. We are subject to a variety of government regulations related to the storage, use and
disposal of hazardous materials. The major environmental regulations applicable to us include the Environmental Protection
Law of the PRC, the PRC Law on the Prevention and Control of Noise Pollution, the PRC Law on the Prevention and Control of
Air Pollution, the PRC Law on the Prevention and Control of Water Pollution, the PRC Law on the Prevention and Control of
Solid Waste Pollution, the PRC Law on Evaluation of Environmental Affects and the Regulations on the Administration of
Construction Project Environmental Protection. See "Item 3. Key Information — D. Risk Factors—Risks Related
to Our Business and Industry—Compliance with environmental, safe production and construction regulations can be costly, while
non-compliance with such regulations may result in adverse publicity and potentially significant monetary damages, fines and
suspension of our business operations."



Restriction on Foreign Businesses



The principal regulation governing foreign
ownership of solar power businesses in the PRC is the Foreign Investment Industrial Guidance Catalog. Under the current catalog,
which was amended in 2011 and became effective on January 30, 2012, the solar power industry is classified as an "encouraged
foreign investment industry." Companies in the encouraged foreign investment industry are entitled to certain preferential
treatment, including exemption from tariff on equipment imported for their operations, after obtaining approval from the PRC government
authorities.



Tax





PRC corporate income tax is calculated based
on taxable income determined according to PRC accounting principles and adjustments in line with the tax laws and regulations.
In accordance with the Income Tax Law of the People's Republic of China for enterprises with Foreign Investment and Foreign Enterprises,
or the former Income Tax Law, and the related implementing rules, foreign-invested enterprises incorporated in the PRC were generally
subject to an corporate income tax of 30% on taxable income and a local income tax of 3% on taxable income. The former Income Tax
Law and the related implementing rules provided certain favorable tax treatments to foreign invested enterprises. For instance,
beginning with its first year of profitability, a foreign invested enterprise of production nature scheduled to operate for no
less than ten years would be eligible for an corporate income tax exemption of two years followed by a three-year 50% reduction
on its applicable corporate income tax rate.



On March 16, 2007, the National People's Congress
passed the Corporate Income Tax Law of the People's Republic of China, or the CIT Law, which became effective on January 1, 2008.
On December 6, 2007, the State Council of China approved and promulgated the Regulation on the Implementation CIT Law, or the Implementation
Rules of CIT Law, which took effect simultaneously with the CIT Law. The CIT Law supersedes the former Income Tax Law.



The CIT Law applies a uniform 25% corporate
income tax rate to both foreign invested enterprises and domestic enterprises and eliminates many of the preferential tax policies
afforded to foreign investors. In addition, dividends paid by a foreign invested enterprise to a non-resident shareholder are now
subject to a withholding tax of 10%, which may be reduced under any applicable bilateral tax treaty between China and the jurisdiction
where the non-resident

shareholder resides.



The CIT Law provides a five-year grandfathering
period, starting from its effective date, for enterprises established before the promulgation date of the CIT Law that were entitled
to enjoy preferential tax policies under former Income Tax Law or regulations. However, subject to the Circular by the State Council
of China on the Implementation of the Grandfathering Preferential Policies under the PRC Corporate Income Tax Law (Decree No. [2007]
39), or the Implementation Circular, promulgated on December 26, 2007, only a certain number of the preferential policies provided
under the former Income Tax Law, regulations, and documents promulgated under the legal authority of the State Council of China
are eligible to be grandfathered in accordance with Implementation Circular.











67











With respect to our PRC operations, only the
"two-year exemption" and "three-year half deduction" tax preferential policy enjoyed by Jiangxi Jinko and Zhejiang
Jinko is grandfathered by the Implementation Circular. Jiangxi Jinko recorded profits in 2008 and 2009 and was exempted from income
tax in 2008 and 2009 under the “two-year exemption”. Zhejiang Jinko had a loss in 2009. Both Jiangxi Jinko and Zhejiang
Jinko are subject to a preferential tax rate of 12.5% in 2010, 2011 and 2012, and are expected to be subject to income tax at a
rate of 25% starting from 2013.



According to the Administrative Measures for
Non-Residents Enjoying Tax Treaty Benefits (Trial Implementation), which were issued by the State Administration of Taxation on
August 24, 2009 and became effective on October 1, 2009, the application of the preferential withholding tax rate under bilateral
tax treaty is subject to the approval of competent PRC tax authority. According to the Circular of the State Administration of
Taxation on How to Understand and Identify "Beneficial Owner" under Tax Treaties, which became effective on October 27,
2009, the PRC tax authorities must evaluate whether an applicant for treaty benefits in respect of dividends, interest and royalties
qualifies as a "beneficial owner" on a case-by-case basis and following the "substance over form" principle.
This circular sets forth the criteria to identify a "beneficial owner" and provides that an applicant that does not carry
out substantial business activities, or is an agent or a conduit company may not be deemed as a "beneficial owner" of
the PRC subsidiary and therefore may not enjoy tax treaty benefits.



An enterprise registered under the laws of
a jurisdiction outside China may be deemed a Chinese tax resident if its place of effective management is in China. If an enterprise
is deemed to be a Chinese tax resident, its worldwide income will be subject to the corporate income tax. According to the Implementation
Rules of CIT Law, the term "de facto management bodies" is defined as bodies that have, in substance, and overall management
and control over such aspects as the production and the business, personnel, accounts and properties of the enterprise. In addition,
under the CIT Law and its Implementation Rules, foreign shareholders could become subject to a 10% income tax on any gains they
realize from the transfer of their shares, if such gains are regarded as income derived from sources within China, which includes
gains from transfer of shares in an enterprise considered a "tax resident enterprise" in China. Once a non-PRC company
is deemed to be a PRC tax resident by following the "place of effective management" concept and any dividend distributions
from such company are regarded as income derived from sources within China, Chinese income tax withholding may be imposed and applied
to dividend distributions from the deemed Chinese tax resident to its foreign shareholders.





68













Foreign Currency Exchange



Foreign currency exchange regulation in China
is primarily governed by the following rules:



| | • | Foreign Currency Administration Rules (1996), as amended, or the Exchange Rules; and
| | - | ------------------------------------------------------------------------------------



| | • | Administration Rules of the Settlement, Sale and Payment of Foreign Exchange (1996), or the Administration Rules.
| | - | -----------------------------------------------------------------------------------------------------------------



Currently, the Renminbi is convertible for
current account items, including the distribution of dividends, interest payments, trade and service-related foreign exchange transactions.
Conversion of Renminbi for most capital account items, such as direct investment, security investment and repatriation of investment,
however, is still subject to registration with the SAFE.



Under the Exchange Rules, foreign invested
enterprises may buy, sell and remit foreign currencies at financial institutions engaged in foreign currency settlement and sale
after providing valid commercial documents and, in the case of most capital account item transactions, obtaining approval from
the SAFE. Capital investments by foreign enterprises are also subject to limitations, which include approvals by the Ministry of
Commerce, NRDC and registration with SAFE.



Dividend Distribution



The principal regulations governing distribution
of dividends paid by wholly foreign owned enterprises include:



| | • | Wholly Foreign Owned Enterprise Law (1986), as amended; and
| | - | -----------------------------------------------------------



| | • | Wholly Foreign Owned Enterprise Law Implementation Rules (1990), as amended.
| | - | ----------------------------------------------------------------------------



Under these regulations, foreign-invested
enterprises in China may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting
standards and regulations. In addition, a wholly foreign owned enterprise in China is required to set aside at least 10.0% of their
after-tax profit based on PRC accounting standards each year to its general reserves until the accumulative amount of such reserves
reach 50.0% of its registered capital. These reserves are not distributable as cash dividends. A foreign invested enterprise has
the discretion to allocate a portion of its after-tax profits to staff welfare and bonus funds and expansion funds which may not
be distributed to equity owners except in the event of liquidation.



69









Regulation of Foreign Exchange in Certain
Return Investment Activities



In October 2005, SAFE, issued the Notice on
Issues Relating to the Administration of Foreign Exchange in Fund-raising and Return Investment Activities of Domestic Residents
Conducted via Offshore Special Purpose Companies, or SAFE Notice 75, which became effective as of November 1, 2005, and was
further supplemented by an implementing notice issued by the SAFE on November 24, 2005. SAFE Notice 75 suspends the implementation
of two prior regulations promulgated in January and April of 2005 by SAFE. SAFE Notice 75 states that Chinese residents, whether
natural or legal persons, must register with the relevant local SAFE branch prior to establishing or taking control of an offshore
entity established for the purpose of overseas equity financing involving onshore assets or equity interests held by them. The
term "Chinese legal person residents" as used in the SAFE Notice 75 refers to those entities with legal person status
or other economic organizations established within the territory of China. The term "Chinese natural person residents"
as used in the SAFE Notice 75 includes all Chinese citizens and all other natural persons, including foreigners, who habitually
reside in China for economic benefit. The SAFE implementing notice of November 24, 2005 further clarifies that the term Chinese
natural person residents as used under SAFE Notice 75 refers to those "Chinese natural person residents" defined under
the relevant PRC tax laws and those natural persons who hold any interests in domestic entities which are classified as "domestic-funding"
interests.



Chinese residents are required to complete
amended registrations with the local SAFE branch upon (i) injection of equity interests or assets of an onshore enterprise
into an offshore entity, or (ii) subsequent overseas equity financing or equity investment by such offshore entity. Chinese
residents are also required to complete amended registrations or filing with the local SAFE branch within 30 days of any material
change in the shareholding or capital of the offshore entity, such as changes in share capital, share transfers and long-term equity
or debt investments, and providing security. Chinese residents who have already incorporated or gained control of offshore entities
that have made onshore investment in China before SAFE Notice 75 was promulgated must register their shareholding in the offshore
entities with the local SAFE branch on or before March 31, 2006.



Under SAFE Notice 75, Chinese residents are
further required to repatriate into China all of their dividends, profits or capital gains obtained from their shareholdings in
the offshore entity within 180 days of their receipt of such dividends, profits or capital gains. According to the Exchange Rules
further amended in August 2008, Chinese residents are allowed to reserve foreign exchange income outside China. However, the terms
and conditions for such reservation are still subject to further interpretations by SAFE. The registration and filing procedures
under SAFE Notice 75 are prerequisites for other approval and registration procedures necessary for capital inflow from the offshore
entity, such as inbound investments or shareholders loans, or capital outflow to the offshore entity, such as the payment of profits
or dividends, liquidating distributions, equity sale proceeds, or the return of funds upon a capital reduction.



Under relevant guidelines issued by SAFE,
PRC subsidiaries of an offshore special purpose company are required to coordinate and supervise the filing of SAFE registrations
by the offshore holding company's shareholders who are PRC residents in a timely manner. If these shareholders fail to comply,
the PRC subsidiaries are required to report to the local SAFE authorities. If the PRC subsidiaries of the offshore parent company
do not report to the local SAFE authorities, they may be prohibited from distributing their profits and proceeds from any reduction
in capital, share transfer or liquidation to their offshore parent company and the offshore parent company may be restricted in
its ability to contribute additional capital into its PRC subsidiaries. Moreover, failure to comply with the above SAFE registration
requirements could result in liabilities under PRC laws for evasion of foreign exchange restrictions.



70









On May 20, 2011, the SAFE issued the
Operating Rules on Administration of Foreign Exchange in Fund-raising and Round - trip Investment Activities of Domestic
Residents Conducted via Offshore Special Purpose Companies, or SAFE Circular 19, which became effective on July 1, 2011.
SAFE Circular 19 sets forth new SAFE registration guidelines for offshore special purpose companies controlled by PRC
residents. Under SAFE Circular 19, amendment registration or record-filing is only required for material
capital changes relating to the offshore special purpose company, such as new investment as a result of the
financing plan changes, the establishment, or gaining of indirect control of an overseas company, within 30 days after
such changes occur.  Otherwise,  the new funding from offshore financing must not be remitted into the
PRC by means of investment or foreign debts, and the overseas company directly established or indirectly
acquired will be ineligible for subsequent financing or round-trip investment.  The registration of all
other changes can be carried out in a single combined filing during the annual inspection period
of the foreign-invested enterprises established by the offshore special purpose company.  In addition,
amendment registration with the local SAFE authority must be completed prior to the remittance of
income generated as a result of the capital changes of the offshore special purpose companies, into the
PRC. Under SAFE Circular 19, the Chinese resident must pay individual income tax and obtain the tax clearance
certificate or a tax declaration sheet issued by a competent tax bureau before the dividends, bonus or proceeds from sales of
shares is remitted into the PRC.



Intellectual Property Rights



Patent



The PRC has domestic laws for the protection
of rights in copyrights, patents, trademarks and trade secrets. The PRC is also a signatory to the world's major intellectual property
conventions, including:



| | • | Convention establishing the World Intellectual Property Organization (WIPO Convention) (June 4, 1980);
| | - | ------------------------------------------------------------------------------------------------------



| | • | Paris Convention for the Protection of Industrial Property (March 19, 1985);
| | - | ----------------------------------------------------------------------------



| | • | Patent Cooperation Treaty (January 1, 1994); and
| | - | ------------------------------------------------



| | • | The Agreement on Trade-Related Aspects of Intellectual Property Rights (TRIPs) (November 11, 2001).
| | - | ---------------------------------------------------------------------------------------------------



Patents in the PRC are governed by the China
Patent Law (March 12, 1984), as amended and its Implementing Regulations (January 19, 1985), as amended.



The PRC is a signatory to the Paris Convention
for the Protection of Industrial Property, in accordance with which any person who has duly filed an application for a patent in
one signatory country shall enjoy, for the purposes of filing in the other countries, a right of priority during the period fixed
in the convention (12 months for inventions and utility models, and 6 months for industrial designs).



The China Patent Law covers three kinds
of patents, namely, patents for inventions, utility models and designs. The Chinese patent system adopts the principle of
first to file, which means where multiple patent applications are filed for the same invention, a patent will be
granted only to the party that filed the application first. Consistent with international practice, the PRC only allows the
patenting of inventions or utility models that possess the characteristics of novelty, inventiveness and practical
applicability. For a design to be patentable, it must not be identical with or similar to any design which has been publicly
disclosed in publications in the country or abroad before the date of filing or has been publicly used in the country before
the date of filing, and must not be in conflict with any prior right of another.



71









PRC law provides that anyone wishing to
exploit the patent of another must enter into a written licensing contract with the patent holder and pay the patent holder a
fee. One rather broad exception to this, however, is where a party possesses the means to exploit a patent for inventions or
utility models but cannot obtain a license from the patent holder on reasonable terms and in a reasonable period of time, the
SIPO, is authorized to grant a compulsory license. A compulsory license can also be granted where a national emergency or any
extraordinary state of affairs occurs or where the public interest so requires. The patent holder may appeal such a decision
within three months from receiving notification by filing a suit in people's court in the PRC.



PRC law defines patent infringement as
the exploitation of a patent without the authorization of the patent holder. A patent holder who believes his patent is being
infringed may file a civil suit or file a complaint with a local PRC intellectual property administrative authority, which
may order the infringer to stop the infringing acts. A preliminary injunction may be issued by the people's court upon the
patentee's or the interested parties' request before any legal proceedings are instituted or during the proceedings. Evidence
preservation and property preservation measures are also available both before and during the litigation. Damages in the case
of patent infringement are determined as either the loss suffered by the patent holder arising from the infringement or the
benefit gained by the infringer from the infringement. If it is difficult to ascertain damages in this manner, damages may be
determined with reference to the license fee under a contractual license.



Trademark



The PRC Trademark Law, adopted in 1982 and
revised in 1993 and 2001, with its implementation rules adopted in 2002, protects registered trademarks. The Trademark Office of
the State Administration of Industry and Commerce handles trademark registrations and grants trademark registrations for a term
of ten years which are renewable upon maturity.



|C. | Organizational Structure
|-- | ------------------------



The following diagram illustrates our corporate
structure and the place of organization and ownership interest of each of our material subsidiaries:







* We change the name of Paker Technology
Limited to JinkoSolar Technology Limited on November 16, 2011.









|D. | Property, Plants and Equipment
|-- | ------------------------------



For information regarding our material property,
plant and equipment, see "— B. Business Overview — Manufacturing—Manufacturing Capacity and Facilities"
in this report.



|ITEM 4A. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------



None.





72











|ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS
|------- | --------------------------------------------



|A. | Operating Results
|-- | -----------------



We are a vertically-integrated solar power
product manufacturer with cost efficient operations based in Jiangxi Province and Zhejiang Province in China. We have built a vertically-integrated
solar power product value chain from recovered silicon materials to solar modules. Our product mix has evolved rapidly from recovered
silicon materials since our inception in 2006 to recovered silicon materials, silicon ingots, silicon wafers, solar cells and solar
modules in 2011. As of December 31, 2011, we had annual silicon wafer, solar cell and solar module production capacity of
approximately 1.2 GW each. In addition, leveraging on our expertise in manufacturing high quality solar modules and experience
in the solar power industry, we have recently commenced developing solar power projects and providing solar system integration
services.



Our revenues were RMB1,567.9 million,
RMB4,654.9 million and RMB7,385.0 million (US$1,173.4 million) for the years ended December 31, 2009, 2010 and 2011,
respectively. We had net income of RMB85.4 million, RMB881.9 million and RMB273.3 million (US$43.4 million), respectively,
for the years ended December 31, 2009, 2010 and 2011.



Principal Factors Affecting Our Results
of Operations



We believe that the following factors have
had, and we expect that they will continue to have, a significant effect on the development of our business, financial condition
and results of operations.



Industry Demand



Our business and revenue growth
depends on the industry demand for solar power and solar power products. In the second half of 2009, demand for solar power
and solar power products was significantly affected by the global financial crisis. In early 2010, as the effect of the
global financial crisis started to subside, industry demand for solar power and solar power products started to revive.
Access to financing continued to improve from 2010 to the first half of 2011, driven by increasing awareness of renewable
energy, stronger balance sheets for financing providers and sustainable government incentives to develop solar as an
alternative energy solution.  However, in 2011, a decrease in payment to solar power producers, in the form of feed-in
tariffs and other reimbursements, and a reduction in available financing caused a decrease in the demand for solar power
products, including solar modules, in the European markets.  Payments to solar power producers decreased as governments
in Europe, under pressure to reduce  public debt levels, reduced subsidies such as feed-in tariffs. Furthermore, many
downstream purchasers of solar power products were unable to secure sufficient financing for the solar power projects due to
the global credit crunch.  As a result, many solar power producers that purchase solar power products from manufacturers
like us were unable or unwilling to expand their operations.  These market conditions were exacerbated by an over-supply
of solar power products driven by increased manufacturing capacity, which adversely affected the prices of solar power
products. However, in the long term, we believe steady reduction in the manufacturing cost of solar power products will
stimulate demand for solar power and solar power products. In particular, decreases in the price of silicon feedstock,
improvements in manufacturing techniques for solar power products and economies of scale have continually reduced the unit
production costs of solar power products in recent years, which in turn has increased the competitiveness of solar power on
an unsubsidised basis relative to conventional power and other renewable energy sources. We expect significant market
opportunities to be created as demand continues to grow and the price of solar power approaches that of conventional energy
in a number of markets. In the long term, we believe that solar power will continue to have significant growth potential and
that demand for our products and services will continue to grow.



73









Pricing of Solar Power Products



We price our solar modules based on a variety
of factors, including the supply and demand conditions, intensifying competition and advancement in processing technologies. The
implementation of the capacity expansion plans by major solar power product manufacturers in 2009 and 2010 have resulted in significant
increases in the supply of solar power products in the global market, which has contributed to a general decrease in the average
selling prices of solar power products, including solar modules. The slowdown in the growth of demand for solar power products
in recent years has further reduced the market prices of solar power products. In addition, decreases in the price of silicon
feedstock, improvements in manufacturing techniques for solar power products and economies of scale have continually reduced the
unit production costs of solar power products in recent years, which in turn have increased the competitiveness of solar power
on an unsubsidised basis relative to conventional power and other renewable energy. Regardless of economic conditions, we expect
the market prices of solar power products to continue to decline over time due to the increasing supply of solar power products,
intensifying competition and advancement in processing technologies. See “Item 3. Key Information—D. Risk Factors—Risks
Relating to Our Business and Industry —Our future growth and profitability depend on the demand for and the prices of solar
power products and the development of photovoltaic technologies.”





Government Subsidies, Policies and Economic
Incentives



We believe that market demand for solar
power and solar power products in the near term will continue to substantially depend on the availability of government incentives
because the cost of solar power currently exceeds, and we believe will continue to exceed in the near term, the cost of
conventional fossil fuel energy and certain non-solar renewable energy. Various governments have used policy initiatives to
encourage or accelerate the development and adoption of solar power and other renewable energy sources. Countries in Europe,
notably Italy, Germany, France, Belgium and Spain, certain countries in Asia, including China, Japan, India and South Korea,
as well as Australia and the United States have adopted renewable energy policies. Examples of government-sponsored financial
incentives to promote solar power include capital cost rebates, feed-in tariffs, tax credits, net metering and
other incentives to end-users, distributors, project developers, system integrators and manufacturers of solar power products.
Governments may reduce or eliminate existing incentive programs for political, financial or other reasons, which will be
difficult for us to predict. Reductions in feed-in tariff programs may result in a significant fall in the price of and
demand for solar power products. For example, the German market represents a major portion of the world’s solar market due in
large part to government policies that established high feed-in tariff rates. However, the German government has introduced
legislation to reduce the feed-in-tariff program since 2010 due to the strong growth of its domestic solar market. In Spain, since 2009,
continued reductions in the feed-in tariff as a result of its government's spending cut backs have resulted in a weakened
solar market. In 2010, Italy also announced annual reductions to feed-in tariffs beginning in 2011 in an effort to impede
overheating of its solar market. In 2011 and the first quarter of 2012, several countries, including Germany, Italy, France,
Greece, Spain and Belgium continued to reduce their feed-in tariffs as well as other incentive measures. Our revenue and
operating results may be adversely impacted by unfavourable policy revisions if feed-in tariffs in Germany, Italy, France,
our three largest export markets, and certain other major markets for solar power and solar power products are further reduced.
Electric utility companies or generators of electricity from fossil fuels or other renewable energy sources could also lobby
for a change in the relevant legislation in their markets to protect their revenue streams. Government economic incentives
could be reduced or eliminated altogether. A significant reduction in the scope or discontinuation of government incentive
programs, especially those in our target markets, could cause demand for our products and solar power to decline and have a
material adverse effect on our business, financial condition, results of operations and prospects. We believe that the growth
of the solar power industry in the short term will continue to depend largely on the availability and effectiveness of
government incentives for solar power products and the competitiveness of solar power power in relation to conventional and other
renewable energy resources in terms of cost.





As most of our solar modules are sold in
the overseas markets, the trade policies of our major overseas market could also have a significant effect on our business. For
example, in March 2012, the U.S. Commerce Department announced a preliminary decision to impose countervailing duties between
2.9% and 4.73% on Chinese solar panels, Suntech and Trina Solar will be subject to countervailing duties at the rate of 2.9% and
4.73%, respectively, while the other Chinese solar module vendors including JinkoSolar will be subject to countervailing duties
at the rate of 3.59%. The countervailing duties will be retroactive by 90 days from March 26, 2012 only if both the U.S. International
Trade Commission and the U.S. Commerce Department ultimately find the critical circumstances exist. The U.S. Commerce Department
expects to make final decision on countervailing duties in June 2012. A preliminary decision on the anti-dumping investigation
is scheduled on May 16, 2012. We currently sell a small portion of our solar modules directly to U.S. market, which accounted
for 1.6% of our total revenues in 2011. However, if the U.S. government imposes significant import tariff on the solar modules
from China, our sales and marketing in U.S. may be adversely affected, which may in turn adversely affect our business, results
of operations and financial condition. In addition, there can be no assurance that other government or international trade body
will not institute similar adverse trade policies or remedies against exports from China in the future. If such actions were undertaken
in our major export markets, such as Europe, our sales, revenue and profit could be materially and adversely affected.







74







Changing Product and Service Mix



Our product mix has evolved
rapidly since our inception, as we expanded our production capabilities to manufacture and sell downstream solar power
products and to capture the efficiencies of our vertically-integrated production process. Before 2009, our sales consisted of
silicon wafers, silicon ingots and recovered silicon materials. For the year ended December 31, 2009, we derived a
substantial majority of our revenues from the sale of silicon wafers. We commenced production and sale of solar cells and
solar modules in second half of 2009. In 2010, we successfully achieved fully vertically-integrated solar module production
and made sales of solar modules our largest source of revenue. As of December 31, 2011, we had annual silicon
wafer, solar cell and solar module production capacity of approximately 1.2 GW each. By creating a fully
vertically-integrated production chain, we have succeeded in continually driving down average solar modules manufacturing
cost per watt.



In addition, we have recently commenced developing
solar power projects and providing solar system integration services. We derived less than 1% of our total revenues from provision
of solar system integration services in 2011. As we expand our solar power project development and solar system integration business,
we expect that the contribution of this new business to our revenue will increase, which will have a positive effect on our results
of operations and gross profit margin as solar power project development and solar system integration business normally has a higher
gross profit margin than sales of solar modules.



Manufacturing Technologies



Solar modules are our principal products.
As solar modules are priced based on the number of watts of electricity they generate, the advancement of manufacturing technologies in increasing the
conversion efficiency of solar cells and production efficiency will enable us to improve our gross profit margin. We
continually make efforts to develop advanced manufacturing technologies to increase the conversion efficiency of our solar cells
while striving to reduce our average production cost. In addition to our own research and development team, we collaborate with
third party research institutes to improve our manufacturing technologies and the conversion efficiency of our solar cells. As
a result of these efforts, the average conversion efficiency rate of our solar cells using our monocrystalline silicon wafers
increased from 16.5% for the year ended December 31, 2009 to 18.2% for the year ended December 31, 2011 and the conversion efficiency
rate of our solar cells using our multicrystalline silicon wafers increased from 15.8% for the year ended December 31, 2009 to
16.8 % for the year ended December 31, 2011.



Selected Statement of Operations Items







Revenues



Currently, we derive our revenues primarily
from the sale of solar modules and to a lesser extent from the sales of silicon wafers and solar cells. We also derive a small
portion of revenues from providing processing services and solar system integration services. We expect the sale of solar modules
to continue to be our primary revenue source. The following table presents our revenues, net of VAT, by products and services,
as sales amounts and as percentages of total revenues, for the periods indicated:





75











|                                  |  | For the Year Ended December 31, |            
|--------------------------------- |  | ------------------------------- | -----------
|                                  |  | 2009                            |            
|                                  |  | (RMB in thousands)              |            
|                                  |  |                                 |            
|Products                          |  |                                 |            
|Recovered silicon materials       |  |                                 | 28,039.4   
|Silicon ingots                    |  |                                 | 98.9       
|Silicon wafers                    |  |                                 | 1,102,232.8
|Solar cells                       |  |                                 | 225,866.3  
|Solar modules                     |  |                                 | 182,015.1  
|Services                          |  |                                 |            
|Solar system integration services |  |                                 | —          
|Processing services               |  |                                 | 29,607.1   
|                                  |  |                                 |            
|Total                             |  |                                 | 1,567,859.6







Our revenues are affected by sales volumes,
product mix and average selling prices. The following table sets forth, by products, our sales volumes and approximate average
selling prices for the periods indicated:





|                                           |  | For the Year Ended December 31, |        
|------------------------------------------ |  | ------------------------------- | -------
|                                           |  | 2009                            |        
|                                           |  |                                 |        
|Sales volume:                              |  |                                 |        
|Recovered silicon materials (metric tons)  |  |                                 | 11.7   
|Silicon ingots (MW)                        |  |                                 | 0.01   
|Silicon wafers (MW)                        |  |                                 | 180.4  
|Solar cells (MW)                           |  |                                 | 27.3   
|Solar modules (MW)                         |  |                                 | 14.4   
|Average selling price (RMB):               |  |                                 |        
|Recovered silicon materials (per kilogram) |  |                                 | 2,397.1
|Silicon ingots (per watt)                  |  |                                 | 6.8    
|Silicon wafers (per watt)                  |  |                                 | 6.1    
|Solar cells (per watt)                     |  |                                 | 8.3    
|Solar modules (per watt)                   |  |                                 | 12.7   










|(1) | Sales were contracted in 2008 prior to the significant decrease in selling price and made in the first quarter of 2009.
|--- | -----------------------------------------------------------------------------------------------------------------------







76









Cost of Revenues



Cost of revenues primarily consists of: (i) raw
materials, which primarily consist of both virgin polysilicon and recoverable silicon materials; (ii) consumables and components,
which include crucibles for the production of monocrystalline and multicrystalline silicon ingots, steel alloy saw wires, slurry,
chemicals for raw material cleaning and silicon wafer cleaning, and gases such as argon and silane, as well as silicon wafers and
solar cells we procure from third parties for the production of solar modules; (iii) direct labor costs, which include salaries
and benefits for employees directly involved in manufacturing activities; (iv) overhead costs, which consist of equipment
maintenance costs, cost of utilities including electricity and water; (v) depreciation of property, plant and equipment; and
(vi) processing fees paid to third party factories relating to the outsourced production of solar cells and solar modules.
For the years ended December 31, 2009, 2010 and 2011, our cost of revenues was RMB1,337.6 million, RMB3,297.5 million and
RMB6,235.1 million (US$990.7 million), respectively.



Operating Expenses



Our operating expenses include selling and
marketing expenses, general and administrative expenses, research and development expenses and goodwill impairment.



Selling and Marketing Expenses. Our
selling and marketing expenses consist primarily of shipping and handling expenses, warranty cost, exhibition costs, salaries,
bonuses and other benefits for our sales personnel as well as sales-related travel and entertainment expenses. For the years ended
December 31, 2009, 2010 and 2011, our selling and marketing expenses were RMB16.7 million, RMB169.8 million and RMB338.4 million
(US$53.8 million), respectively.



General and Administrative Expenses.
General and administrative expenses consist primarily of salaries and benefits for our administrative, finance and human resources
personnel, amortization of land use rights, office expenses, entertainment expenses, business travel expenses, professional service
fees as well as provision for bad debts. For the years ended December 31, 2009, 2010 and 2011, our general and administrative
expenses were RMB85.1 million, RMB166.0 million and RMB419.9 million (US$66.7 million), respectively.



Research and Development Expenses.
Research and development expenses consist primarily of silicon materials used in our research and development activities and, salaries,
bonuses and other benefits for research and development personnel. For the years ended December 31, 2009, 2010 and 2011, our
research and development expenses were RMB5.9 million, RMB31.6 million and RMB30.0 million (US$4.8 million), respectively.







Goodwill Impairment. In the fourth
quarter of 2011, due to the challenging solar market conditions and the significant reduction of our market capitalization since
the second quarter of 2011, we recognized a goodwill impairment charge of RMB45.6 million (US$7.3 million) relating to the acquisition
of equity interest in Zhejiang Jinko, one of our principal operating subsidiaries.





77









Interest Expenses, Net



Our interest expenses consist primarily of
interest expenses with respect to the issuance of convertible senior notes, short-term bonds, short-term and long-term borrowings
from banks and other lenders. For the years ended December 31, 2009, 2010 and 2011, we had net interest expenses of RMB29.9
million, RMB64.3 million and RMB182.5 million (US$29.0 million), respectively.



Convertible Senior Notes Issuance Costs



We incurred costs in association with the
issuance of convertible senior notes in the principal amount of US$125 million in May 2011. Our convertible senior notes issuance
costs consist primarily of lawyer’s fees, initial purchase discount and printing fees. Since we elected to measure the convertible
senior notes in their entirety, issuance costs associated with the offering were expensed upon issuance of the notes.



Government Grants



From time to time we apply for and
receive government incentives in the form of subsidies from local and provincial governments. Government grants which are not
subject to any condition and are not related to assets are recognized as subsidy income when received. The governments grant
subsidies to encourage and support large-scale enterprises and high technology enterprises based in the relevant locations to
upgrade their technology and develop the overseas market. We record such subsidies as subsidy income as there are no further
obligations for us. The amount of government subsidy we receive may vary from period to period and there is no assurance that
we will continue to receive government subsidy in the future periods. For the years ended December 31, 2009, 2010 and
2011, our government subsidy income, which was not assets related, was RMB8.6 million, RMB15.7 million and RMB25.6 million (US$4.1 million),
respectively.



Government grants related to assets are initially
recorded as other payables and accruals. There grants will be deducted to the carrying amount when the assets are ready for use.
We received government grants related to assets of nil, RMB55.0 million and RMB91.6 million (US$14.6 million) for the years ended
December 31, 2009, 2010 and 2011, respectively.



Exchange Loss



We incurred foreign exchange loss of RMB10.1
million and RMB139.0 million (US$22.1 million) for the years ended December 31, 2010 and 2011 primarily due to the effect
of the depreciation of the Euro and U.S. dollar against the Renminbi on our Euro and U.S. dollar denominated receivables. We incurred
foreign exchange loss of RMB2.2 million for the year ended December 31, 2009 primarily due to the effect of the appreciation
of the Japanese Yen against the Renminbi on our Japanese Yen denominated payables.



Other Income/ (Expenses), Net



Other income/ (expenses) consists primarily
of income from sales of used packaging materials indemnity from our customers and expenses relating to charitable donations. For
the years ended December 31, 2009 and 2010, we had net other expenses of RMB1.3 million and RMB1.4 million, respectively.
We had net other income of RMB28.3 million (US$4.5 million) for the year ended December 31, 2011 as we received damages from one
of our silicon wafer customers pursuant to contract dispute.





78









Change in Fair Value of Forward Contracts



We entered into several foreign exchange forward
contracts with local banks to reduce the volatility caused by foreign currency fluctuations in 2010 and 2011. We recognized a gain
of RMB98.0 million and RMB36.6 million (US$5.8 million) as a result of change in fair value of foreign currency forward contracts
for the year ended December 31, 2010 and 2011, respectively. We did not enter into any foreign exchange forward contracts
in 2009 and recognized neither gain nor loss relating to such contracts in 2009.



Change in Fair Value of Convertible
Senior Notes and Capped Call Options



We issued convertible senior notes in
the principal amount of US$125 million and entered into a capped call transaction in May 2011. In 2011, we recognized  an
increase in fair value of convertible senior notes and capped call options of RMB299.7 million (US$47.6 million) in 2011.



Share-based Compensation



We adopted our 2009 Long Term
Incentive Plan on July 10, 2009 as amended and options for a total of 8,540,384 ordinary
shares were outstanding as of December 31, 2011. All share-based payments to employees and directors, including grants of
employee stock options, are measured based on the fair value of the stock options at the grant date. We have categorized
these share-based compensation expenses in our (i) cost of revenues; (ii) selling and marketing expenses;
(iii) general and administrative expenses; and (iv) research and development expenses, depending on the job
functions of the grantees of our restricted shares and share options. No granted share options, even vested, were able to be
exercised prior to and within the 180-day period following our initial public offering. Given
the exercise restriction, the recognition of share-based compensation expense was delayed and we recorded nil share-based
compensation expenses in 2009. The following table sets forth the allocation of our share-based compensation expenses both in
terms of the amounts and as a percentage of total share-based compensation expenses for the years ended December 31,
2010 and 2011:





|                                        |  | For the Year Ended December 31, |         
|--------------------------------------- |  | ------------------------------- | --------
|                                        |  | 2010                            |         
|                                        |  | (RMB in thousands)              |         
|Cost of revenues                        |  |                                 | 1,390.2 
|Selling and marketing expense           |  |                                 | 834.1   
|General and administrative expense      |  |                                 | 21,904.4
|Total share-based compensation expenses |  |                                 | 24,128.7











Taxation





We derive net income primarily
from Jiangxi Jinko and Zhejiang Jinko, our operating subsidiaries in China. Under the CIT Law, which became effective on
January 1, 2008, domestic and foreign invested companies in China are generally subject to CIT at the rate of 25%. However,
according to the CIT Law and its implementing regulations, Jiangxi Jinko and Zhejiang Jinko were exempted from CIT in 2009
and subject to CIT at the reduced rate of 12.5% from 2010 to 2012. Starting from 2013, Jiangxi Jinko and Zhejiang Jinko are
expected to be subject to CIT at the rate of 25%.





79









In addition, under the CIT Law, an enterprise
established outside China with "de facto management bodies" within China may be considered a PRC tax resident enterprise
and will normally be subject to the PRC corporate income tax at the rate of 25% on its global income. Under the implementation
regulations issued by the State Council of China relating to the CIT Law, the term "de facto management bodies" refers
to management bodies which have, in substance, overall management and control over such aspects as the production and business,
personnel, accounts, and properties of the enterprise. Currently, there are no detailed rules or precedents governing the procedures
and specific criteria for determining "de facto management body" which are applicable to our company or JinkoSolar Technology.
As such, it is still unclear if the PRC tax authorities would subsequently determine that, notwithstanding our status as the Cayman
Islands holding company of our operating business in China, we should be classified as a PRC tax resident enterprise, whereby our
global income will be subject to PRC income tax at a tax rate of 25%. In any event, our company and JinkoSolar Technology do not
have substantial income from operations outside of China, and we do not expect to derive substantial earnings from operations outside
of China in the foreseeable future.



Under the CIT Law and its DIRs, a withholding
tax at the rate of 10% will normally be applicable to dividends payable to investors that are "non-resident enterprises,"
to the extent such dividends have their source within China. However, as 100% of the equity interest of Jiangxi Jinko and 25% of
the equity interest of Zhejiang Jinko are owned directly by JinkoSolar Technology, our Hong Kong subsidiary, and as Hong Kong has
an arrangement with China under which the reduced tax rate for dividend income is 5% provided that the beneficial owner of the
dividends is a Hong Kong resident enterprise which directly owns at least a 25% equity interest in the PRC subsidiary, if JinkoSolar
Technology continues to be deemed by PRC authorities as a non-resident enterprise and as the beneficial owner of the dividends
paid by Jiangxi Jinko and Zhejiang Jinko to JinkoSolar Technology, and owns such equity for at least for 12 consecutive months
before receiving such dividends, such dividends could be subject to a 5% withholding tax. According to the Notice of the State
Administration of Taxation on the Issues concerning the Application of the Dividend Clauses of Tax Agreements issued on February
22, 2009, a non-resident enterprise that intends to enjoy the preferential treatment under the relevant tax agreement is required
to own the requisite amount of equity of a PRC enterprise specified by the relevant tax agreement for at least 12 consecutive months
before obtaining the dividends. According to the Administrative Measures for Non-Residents Enjoying Tax Treaty Benefits (Trial
Implementation) issued by the State Administration of Taxation on August 24, 2009 which became effective on October 1,
2009, the application of the preferential withholding tax rate under bi-lateral tax treaty is subject to the approval of competent
PRC tax authorities. According to the Circular of the State Administration of Taxation on How to Understand and Identify "Beneficial
Owner" under Tax Treaties which became effective on October 27, 2009, the PRC tax authorities must evaluate whether an
applicant for treaty benefits in respect of dividends, interest and royalties qualifies as a "beneficial owner" on a
case-by-case basis and following the "substance over form" principle. This circular sets forth the criteria to identify
a "beneficial owner" and provides that an applicant that does not carry out substantial business activities, or is an
agent or conduit company may not be deemed as a "beneficial owner" of the PRC subsidiary and therefore may not enjoy
tax treaty benefit.



80







Pursuant to the Provisional Regulation of
the PRC on Value Added Tax issued by the State Council of China on December 13, 1993 and further amended on November 5,
2008, or the Provisional Regulation, and its Implementing Rules, all entities and individuals that are engaged in the sale of goods,
the provision of processing, repairs and installation services and the importation of goods in China are required to pay VAT. According
to the Provisional Regulation, gross proceeds from sales and importation of goods and provision of services are generally subject
to a VAT rate of 17% with exceptions for certain categories of goods that are taxed at a VAT rate of 13%. In addition, under the
current Provisional Regulation, the input VAT for the purchase of fixed assets is deductible from the output VAT, except for fixed
assets used in non-VAT taxable items, VAT exempted items and welfare activities, or for personal consumption. According to former
VAT levy rules, equipment imported for qualified projects is entitled to import VAT exemption and the domestic equipment purchased
for qualified projects is entitled to VAT refund. However, such import VAT exemption and VAT refund were both eliminated as of
January 1, 2009. On the other hand, if a foreign-invested enterprise obtained the confirmation letter of Domestic or Foreign
Invested Project Encouraged by the State before November 10, 2008 and declared importation of equipment for qualified projects
before June 30, 2009, it may still be qualified for the exemption of import VAT. The importation of equipment declared after
July 1, 2009 will be subject to the import VAT.



Under the Provisional Regulation, the exportation
of certain goods is entitled to VAT export rebate. According to the Notice on Increasing the Export Rebate Rates on Textile, Electronic
Information and Other Commodities issued by Ministry of Finance and the State Administration of Taxation on March 27, 2009,
the export rebate rate on silicon wafer increased from 5% to 13% on April 1, 2009.



Under the current law of the Cayman Islands,
we are not subject to any income or capital gains tax. In addition, dividend payments made by us are not subject to any withholding
income tax in the Cayman Islands.



Critical Accounting Policies



We prepare our consolidated financial statements
in accordance with U.S. GAAP, which requires us to make judgments, estimates and assumptions that affect (i) the reported
amounts of assets and liabilities, (ii) disclosure of our contingent assets and liabilities at the end of each reporting period,
and (iii) the reported amounts of revenues and expenses during each reporting period. We continually evaluate these estimates
and assumptions based on historical experience and various other factors believed to be reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent
from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results
could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application.



When reviewing the consolidated financial
statements, you should consider (i) our selection of critical accounting policies, (ii) the judgments and other uncertainties
affecting the application of such policies, and (iii) the sensitivity of reported results to changes in conditions and assumptions.
We believe the following accounting policies involve the most significant judgments and estimates used in the preparation of consolidated
our financial statements.



Revenue recognition



We recognize revenue for product sales
when persuasive evidence of an arrangement exists, delivery of the product has occurred and title and risk of loss has passed to
the customer, the sales price is fixed or determinable and the collectability of the resulting receivable is reasonably assured.
For all sales, we require a contract or purchase order which quantifies pricing, quantity and product specifications.





For sales of solar power products from PRC
to foreign customers, delivery of the products generally occurs when the product is delivered to the named port of shipment.
For sales of solar power products to domestic customers, delivery of the product generally occurs when the product is received by
the customer. In the case of sales that are contingent upon customer acceptance, revenue is not recognized until the
deliveries are formally accepted by the customers. We offer to our solar module customers the right to return or exchange
defective products within a prescribed period if the volume of the defective products exceeds a certain percentage of the
shipment as specified in the individual sales contract. For the solar module sales contracts signed subsequent to October 1,
2010, we no longer offer the rights to return and refund to our customers. Actual returns were 0.1%, and 0.2% of total
sales for the years ended December 31, 2009 and 2010, respectively.





81









We provide solar power product processing services
to customers and the revenue of processing services is recognized upon completion, which is generally evidenced by delivery of processed
products to the customers.



We recognize revenue related to solar system
integration on the percentage-of-completion method. We estimate our revenues by using the cost-to-cost method, whereby we derive
a ratio by comparing the costs incurred to date to the total costs expected to be incurred on the project. We apply the ratio computed
in the cost-to-cost analysis to the contract price to determine the estimated revenues earned in each period. When we determine
that total estimated costs will exceed total revenues under a contract,we  record a loss accordingly.



Advance payments received from customers
for the future sale of inventory are recognized as advances from third party customers in the consolidated balance sheets. Advances
from third party customers are recognized as revenues when the conditions for revenue recognition described above have been satisfied.
Advances from third party customers have been recognized as a current liability because the amount at each balance sheet date is
expected to be recognized as revenue within twelve months.



In the PRC, VAT at a general rate
of 17% on the invoiced amount is collected by us on behalf of tax authorities in respect of sales of product and is not
recorded as revenue. VAT collected from customers, net of VAT paid for purchases is recorded as a liability until it is paid
to the tax authorities.



Inventories



Inventories are stated at the
lower of cost or market. Cost is determined using the weighted average method. Provisions are made for excess, slow moving
and obsolete inventories as well as for inventories with carrying values in excess of market value. Certain factors could
impact the realizable value of inventory. Therefore, we continually evaluate the recoverability based on assumptions about
customer demand and market conditions. The evaluation may take into consideration historical usage, expected demand,
anticipated sales price, new product development schedules, the effect new products might have on the sale of existing
products, product obsolescence, customer concentrations, and other factors. The reserve or write-down is equal to the
difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market
conditions. If actual market conditions are less favorable than those projected by management, additional inventory reserves
or write-downs may be required, which could negatively impact our gross profit margin and operating results. If actual market
conditions are more favorable, we may have higher gross profit margin when products that have been previously reserved or
written down are eventually sold. Provisions for inventories valuation were RMB11.4 million, RMB29.6 million and RMB201.7
million (US$32.0 million) for the years ended December 31, 2009, 2010 and 2011, respectively.







In addition, we analyze our
firm purchase commitments, which currently consist primarily of the long-term fixed price polysilicon supply agreements, at
each period end. We make provision in the current period when the anticipated inventory cost from future execution of
such supply agreement is in excess of market value.





82









Property, plant and equipment, net



Property, plant and equipment are stated
at cost less accumulated depreciation. Cost includes the prices paid to acquire or construct the assets, interest capitalized
during the construction period and any expenditure that substantially extends the useful life of an existing asset. The
interest cost associated with major development and construction projects is capitalized and included in the cost of the
property, plant and equipment or project assets. Interest capitalization ceases once a project is substantially complete or
no longer undergoing construction activities to prepare the project for its intended use. When no debt is
specifically identified as being incurred in connection with a construction project, we capitalize interest on amounts
expended on the project at our weighted average cost of borrowed money. We compute depreciation using the
straight-line method over the following estimated useful lives, taking into consideration any estimated residual value:





|Buildings                               |  | 20 years  | 
|--------------------------------------- |  | --------- | 
|Machinery and equipment                 |  | 10 years  | 
|Furniture, fixture and office equipment |  | 3~5 years | 
|Motor vehicles                          |  | 4~5 years | 
|Solar power projects                    |  | 20 years  | 







Construction in progress primarily
represents the construction of new production lines and solar power projects. Costs incurred in the construction are
capitalized and transferred to property, plant, and equipment upon completion, at which time depreciation commences. Interest
expenses incurred for qualifying assets are capitalized in accordance with ASC 835, Capitalization of Interest. Interest
expenses capitalized for the years ended 2009, 2010 and 2011 were RMB0.2 million, RMB2.1 million and RMB3.5 million (US$0.6
million), respectively.



We record expenditures for repairs and
maintenance as expenses as incurred. The gain or loss on disposal of property, plant, and equipment, if any, is the
difference between the net sales proceeds and the carrying amount of the disposed assets, and is recognized in the
consolidated statement of operations upon disposal.



Land use rights



Land use rights represent fees paid to obtain
the right to use land in the PRC. Amortization is computed using the straight-line method over the terms specified in land use
right certificates of 50 years or 70 years, as applicable.



Goodwill



Goodwill represents the excess of (i)
the aggregate of (a) the consideration transferred measured in accordance with ASC 805, Business Combination, which
generally requires acquisition-date fair value; (b) the fair value of any non-controlling interest in the acquiree; and (c)
in a business combination achieved in stages, the acquisition-date fair value of the acquirer’s previously held
equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree. If the
consideration transferred is less than the fair value of the net assets acquired, we recognize the difference directly in the consolidated statement of operations. In a business combination, any acquired intangible assets that do not
meet separate recognition criteria as specified in ASC 805 are recognized as goodwill.



83









Goodwill is tested for impairment
annually or more frequently if events or changes in circumstances indicate that it might be impaired. In December of each
year, we test impairment of goodwill at the reporting unit level and recognizes impairment in the event that the carrying
value exceeds the fair value of each reporting unit. We perform a two-step goodwill impairment test. The first step
identifying potential impairment, compares the fair values of each reporting unit to its carrying amount, including goodwill.
If the carrying value of the reporting unit exceeds its fair value, the second step would need to be conducted; otherwise, no
further steps are necessary as no potential impairment exists. The second step, measuring the impairment loss, compares the
implied fair value of the reporting unit goodwill with the carrying amount of that goodwill. Any excess of the reporting unit
goodwill carrying value over the respective implied value is recognized as an impairment loss. An impairment loss of nil, nil
and RMB45.6 million (US$7.3 million) was recorded in 2009, 2010 and 2011, respectively.



Impairment of long-lived assets



Our long-lived assets include property, plant
and equipment, solar power project assets and other intangible assets with finite lives. Our business requires heavy investment
in manufacturing equipment that is technologically advanced, but can quickly become significantly under-utilized or rendered obsolete
by rapid changes in demand for solar power products produced with those equipment. Long-lived assets are reviewed for impairment whenever
events or changes in circumstances indicate that carrying amount of an asset may not be recoverable. Factors considered important
that could result in an impairment review include significant underperformance relative to expected historical or projected future
operating results, significant changes in the manner of use of acquired assets and significant negative industry or economic trends.
We may recognize impairment of long-lived assets in the event the net book value of such assets exceeds the future undiscounted
cash flows attributable to these assets. If the total of the expected undiscounted future net cash flows is less than the carrying
amount of the asset, a loss, if any, is recognized for the difference between the fair value of the asset and its carrying value.
The impairment of long-lived assets for us were nil, RMB5.4 million and nil for the years ended December 31, 2009, 2010 and
2011, respectively.



Warranty cost



We typically sell our solar modules with either
a 2-year or 5-year warranty for product defects and a 10-year and 25-year warranty against declines of more than 10.0% and 20.0%,
respectively, from the initial minimum power generation capacity at the time of delivery. Therefore, we are exposed to potential
liabilities that could arise from these warranties. The potential liability is generally in the form of product replacement or
repair.



Due to limited warranty claim
history, we estimate warranty costs based on an assessment for our competitors’ history while incorporating estimates
of failure rates through  our quality review. Consequently, we accrue the equivalent of 1% of gross revenues as a warranty
liability to accrue the estimated cost of our warranty obligations. Actual warranty costs incurred for warranty claims by
customers are recorded in and charged against the accrued warranty liability. To the extent that actual warranty costs differ
from the estimates, we will prospectively revise our accrual rate. We began the sales of solar modules in the first half of
2009 and have not experienced any material warranty claims to-date in connection with declines in the power generation
capacity of our solar modules or defects. The provision for warranty cost as of December 31, 2009, 2010 and 2011 were
RMB1.7 million, RMB33.4 million and RMB96.5 million (US$15.3 million), respectively.



The warranty costs were classified as
current liabilities (under a balance sheet item named other payables and accruals) and non-current liabilities (under a
balance sheet item named accrued warranty costs – non-current), respectively, which reflect our estimate of the timing
of when the warranty expenditures will likely be made. For the years ended December 31, 2009, 2010 and 2011, warranty
cost expenses were RMB1.7 million, RMB31.7 million and RMB63.0 million (US$10.0 million), respectively. We did not use
warranty accruals for each of the years ended December 31, 2009, 2010 and 2011.





84







Government grants



Government grants related to technology
upgrades and development of export markets are recognized as subsidy income when received. For the years ended December 31,
2009, 2010 and 2011, we received financial subsidies of RMB8.6 million, RMB15.7 million, and RMB25.6 million (US$4.1 million) from
the local PRC government authorities, respectively. These subsidies were non-recurring, not refundable and with no conditions,
including none related to specific use or disposition of the funds, attached. There are no defined rules and regulations to govern the criteria necessary for companies
to enjoy such benefits and the amount of financial subsidy is determined at the discretion of the relevant government authority.



Government grants related to assets are
initially recorded as other payables and accruals which are deducted to the carrying amount when the assets are ready for use.
We received government grant for assets of nil, RMB55.0 million and RMB91.6 million (US$14.6 million) during the years ended December
31, 2009, 2010 and 2011, respectively.



Repurchase of share



When our shares are retired, or purchased
for constructive retirement (with or without an intention to retire the stock formally in accordance with applicable laws), the
excess of the purchase prices over their par value is recorded entirely to additional paid-in capital subject to the limitation of
the additional paid in capital when the shares were originally issued. When our shares are acquired for purposes other than retirement,
the purchase prices over  their par value is shown separately as treasury stock.



Share-based compensation



Our share-based payment transactions with
employees, including share options, are measured based on the grant-date fair value of the equity instrument issued. The fair value
of the award is recognized as compensation expense, net of estimated forfeitures, over the period during which an employee is required
to provide service in exchange for the award, which is generally the vesting period.



Income Taxes



Income taxes are accounted for under the
asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable
to temporary differences between the carrying amounts of existing assets and liabilities and their respective
tax bases and any tax loss and tax credit carry forwards. Deferred income tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or
settled. The effect on deferred income tax assets and liabilities of a change in tax rates or tax laws is recognized in the period the change in tax rates or tax laws is enacted. A valuation allowance is provided to reduce
the amount of deferred income tax assets if it is considered more likely than not that some portion or all of the deferred income
tax assets will not be realized.







The accounting for uncertain tax positions
requires that we recognize in the consolidated financial statements the impact of an uncertain tax position, if that position is
more likely than not of being sustained upon examination, based on the technical merits of the position. Recognized income tax
positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement
are reflected in the period in which the change in judgment occurs. Our policy is to recognize, if any, tax related interest as
interest expenses and penalties as general and administrative expenses. For periods presented, we did not have any interest and
penalties associated with tax positions. As of December 31, 2011 and 2010, we did not record any liability for any uncertain
tax positions.





85









Fair value of financial instruments



We do not have any non-financial assets or
liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value is defined
as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date (also referred to as an exit price). A hierarchy is established for inputs used in measuring fair value
that gives the highest priority to observable inputs and the lowest priority to unobservable inputs. Valuation techniques used
to measure fair value shall maximize the use of observable inputs.



When available, we measure the fair value
of financial instruments based on quoted market prices in active markets, which is a valuation technique that uses observable
market-based inputs or unobservable inputs that are corroborated by market data. We internally validate pricing information obtained
from third parties for reasonableness prior to use in the consolidated financial statements. When observable market prices
are not readily available, we generally estimate the fair value using valuation techniques that rely on alternate market data or
inputs that are generally less readily observable from objective sources and are estimated based on pertinent information available
at the time of the applicable reporting periods. In certain cases, fair values are not subject to precise quantification or verification
and may fluctuate as economic and market factors vary and our evaluation of those factors changes. Although we use our best
judgment in estimating the fair value of these financial instruments, there are inherent limitations in any estimation technique.
In these cases, a minor change in an assumption could result in a significant change in our estimate of fair value, thereby increasing
or decreasing the amounts of our consolidated assets, liabilities, equity and net income.



Our financial instruments consist
principally of cash and cash equivalent, restricted cash, short-term investments, accounts and notes receivable, forward
contract receivable, other receivables, prepayments and other current assets, capped call options, accounts and notes
payable, other payables and accruals, forward contract payables, bonds payable, short-term borrowings, long-term borrowings,
guarantee liability, and convertible senior notes. Concurrently with our issuance of the convertible senior notes on May 17,
2011, we entered into a capped call option transaction with an affiliate of the initial purchaser of the convertible senior
notes. The capped call transaction was designed to reduce the potential dilution that would otherwise occur as a result of
new ordinary share issuances upon conversion of the notes and effectively increase the conversion price of the notes to
$48.21 per ADS from the actual conversion price applicable to the notes holders of $33.75 per ADS. We paid a total premium
for the capped call option of US$18 million. As our functional currency is different from the denomination of the capped
call, we accounted for the capped call transactions as freestanding derivative assets in the consolidated balance sheets.







86









Result of Operations



The following table sets forth a summary,
for the periods indicated, of our consolidated results of operations and each item expressed as a percentage of our total net revenues.
Our historical results presented below are not necessarily indicative of the results that may be expected for any future period.



|                                                                         |  | For the Year Ended December 31,   |             
|------------------------------------------------------------------------ |  | --------------------------------- | ------------
|                                                                         |  | 2009                              |             
|                                                                         |  | (RMB)                             |             
|                                                                         |  | (in thousands, except percentage) |             
|Consolidated Statement of Operations Data:                               |  |                                   |             
|                                                                         |  |                                   |             
|Revenues                                                                 |  |                                   | 1,567,859.6 
|Sales of recovered silicon materials                                     |  |                                   | 28,039.4    
|Sales of silicon ingots                                                  |  |                                   | 98.9        
|Sales of silicon wafers                                                  |  |                                   | 1,102,232.8 
|Sales of solar cells                                                     |  |                                   | 225,866.3   
|Sales of solar modules                                                   |  |                                   | 182,015.1   
|Solar system integration services                                        |  |                                   | —           
|Processing services                                                      |  |                                   | 29,607.1    
|Cost of revenues                                                         |  |                                   | (1,337,647.5
|Gross profit                                                             |  |                                   | 230,212.1   
|Total operating expenses                                                 |  |                                   | (107,739.4  
|Income from operations                                                   |  |                                   | 122,472.6   
|Interest expenses, net                                                   |  |                                   | (29,936.8   
|Convertible senior notes issuance costs                                  |  |                                   | —           
|Subsidy income                                                           |  |                                   | 8,569.1     
|Investment gain                                                          |  |                                   | 82.1        
|Exchange loss                                                            |  |                                   | (2,181.5    
|Other (expenses)/income, net                                             |  |                                   | (1,338.6    
|Change in fair value of forward contracts                                |  |                                   | —           
|Change in fair value of embedded derivatives                             |  |                                   | (13,599.3   
|Change in fair value of convertible senior notes and capped call options |  |                                   | —           
|Income before income taxes                                               |  |                                   | 84,067.6    
|Income tax benefit/(expense)                                             |  |                                   | 1,342.0     
|Net income                                                               |  |                                   | 85,409.6    
|Less: Net income attributable to the non-controlling interests           |  |                                   | —           
|Net income attributable to JinkoSolar Holding Co., Ltd.                  |  |                                   | 85,409.6    







Year Ended December 31, 2011 Compared
to Year Ended December 31, 2010



Revenues.
Our revenues increased by 58.7% from RMB4,654.9 million for the year ended December 31, 2010 to RMB7,385.0million (US$1,173.4 million) for the year ended December 31, 2011, primarily due to a
significant increase in the sales of solar modules.







Sales of solar modules increased by 104.7%
from RMB3,247.8 million for the year ended December 31, 2010 to RMB6,647.3 million (US$1,056.1 million) for the year ended
December 31, 2011, primarily due to an increase in the sales volume, partially offset by a decrease in the average selling
price.Sales volume of our solar modules increased by 186.7% from 265.4 MW for the year
ended December 31, 2010 to 760.8 MW for the year ended December 31, 2011, primarily due to our increased production
capacity and marketing and sales efforts. The average selling price of our solar modules decreased by 28.7% from the year ended
December 31, 2010 to the year ended December 31, 2011, primarily due tochanges in government subsidies and economic incentives
in many export markets, including Germany, Italy and France, our three largest export markets, over-supply of solar power products
due to increased manufacturing capacity and reduced silicon raw material costs.

.



87









Sales of recovered silicon materials was RMB6.4
million (US$1.0 million) for the year ended December 31, 2011, compared with nil for the year ended December 31, 2010.





Sales of
silicon ingots increased by 33.3% from RMB10.8 million for the year ended December 31, 2010 to RMB14.4 million (US$2.3
million) for the year ended December 31, 2011, primarily due to an increase in demand from certain customers. Our
sales volume of silicon ingots increased by 28.6% from 2.1 MW in 2010 to 2.7 MW in 2011. The average selling price of
our silicon ingots increased by 1.9% from 2010 to 2011.



Sales of silicon
wafers decreased by 43.1% from RMB909.6 million for the year ended December 31, 2010 to RMB517.9 million (US$82.3 million)
for the year  ended December 31, 2011, primarily due to an increase in the amount of our silicon wafers we retained for
our own solar cell production.  Our sales volume of silicon wafers decreased by 14.1% from 157.2 MW in 2010 to 135.1 MW
in 2011.  The average selling price of our silicon wafers decreased by 34.5% from 2010 to 2011.



Sales of solar cells decreased by 61.1% from RMB432.9 million for the
year ended December 31, 2010 to RMB168.4 million (US$26.8 million) for the year ended December 31, 2011, primarily due to an
increase in the amount of our solar cells we retained for our own solar module production. Our sales volume
of solar cells decreased by 6.0% from 55.1 MW in 2010 to 51.8 MW in 2011. The average selling price of our solar cells
decreased by 58.2% from 2010 to 2011.





We generated revenue of RMB24.8 million
(US$3.9 million) from provision of solar system integration services to an on-grid solar power project with a total capacity
of 5 MW in Delingha, Qinghai Province for the year ended December 30, 2011, whereas we did not have such revenue for the year ended December 31, 2010.



Our
processing service fee decreased by 89.2% from RMB53.7 million for the year ended December 31, 2010 to RMB5.8 million (US$0.9
million) for the year ended December 31, 2011, primarily due to a decrease in the market demand.



Cost of Revenues. Our cost of revenues
increased by 89.1% from RMB3,297.5 million for the year ended December 31, 2010 to RMB6,235.1 million (US$990.7 million) for
the year ended December 31, 2011, primarily due to an increase in the sales of solar
modules, partially offset by decreases in the prices of silicon and ancillary materials.



Gross Profit. Our gross profit
decreased by 15.3% from RMB1,357.4 million for the year ended December 31, 2010 to RMB1,149.9 million (US$182.7 million)
for the year ended December 31, 2011. Our gross margin decreased by 46.6% from 29.2% for the year ended
December 31, 2010 to 15.6% for the year ended December 31, 2011, primarily because the selling prices of solar
modules decreased faster than the costs of the raw materials.





Operating Expenses. Our operating expenses
increased by 126.9% from RMB367.5 million for the year ended December 31, 2010 to RMB834.0 million (US$132.5 million) for
the year ended December 31, 2011, primarily due to the increase in our general and administrative
expenses and selling and marketing expenses and the recognition of a goodwill impairment charge relating to the acquisition
of equity interest in Zhejiang Jinko. Our general and administrative expenses increased by 153.0% from RMB166.0 million for the
year ended December 31, 2010 to RMB419.9 million (US$66.7 million) for the year ended December 31, 2011, primarily due
to (i) theprovision for allowance of doubtful accounts of RMB179.4 million (US$28.5
million) relating to the accounts receivables from third party customers and (ii) an
increase in salaries as we hired additional employees in line with our expansion.Our selling and marketing
expenses increased by 99.3% from RMB169.8 million for the year ended December 31, 2010 to RMB338.4 million (US$53.8 million)
for the year ended December 31, 2011, primarily due to an increase in transportation
expenses and an increase in our warranty cost as the result of an increase in our sales.Our research and development expenses
decreased slightly from RMB31.6 million for the year ended December 31, 2010 to RMB30.0 million (US$4.8 million) for the year
ended December 31, 2011. In addition, in the fourth quarter of 2011, due to the challenging solar market conditions and the
significant reduction of the our market capitalization since the second quarter of 2011, we recognized a goodwill impairment charge
of RMB45.6 million (US$7.3 million) relating to the acquisition of equity interest in Zhejiang Jinko, one of our principal operating
subsidiaries that we acquired in 2009.





88









Income from Operations. As a result
of the foregoing, our income from operations decreased by 68.1% from RMB989.9 million for the year ended December 31, 2010
to RMB315.9 million (US$50.2 million) for the year ended December 31, 2011. Our operating profit margin decreased by 79.8%
from 21.3% for the year ended December 31, 2010 to 4.3% for the year ended December 31, 2011.



Interest Expenses, Net. Our net interest
expenses increased by 183.8% from RMB64.3 million for the year ended December 31, 2010 to RMB182.5 million (US$29.0 million)
for the year ended December 31, 2011, primarily due to the issuance of convertible senior notes in the principal amount of
US$125 million in May 2011 and a significant increase in our average balance of borrowings
and bonds payable.



Convertible Senior Notes Issuance Costs.We incurred costs of RMB30.2 million (US$4.8 million) in relation to the issuance of convertible senior notes issuance for
the year ended December 31, 2011, whereas we did not incur such costs for the year ended December 31, 2010.



Subsidy Income. Our subsidy income
increased by 63.1% from RMB15.7 million for the year ended December 31, 2010 to RMB25.6 million (US$4.1 million) for the year
ended December 31, 2011, primarily due to an increase in the government subsidies for technology upgrades and development
of export markets.



Exchange
Loss. Our exchange loss increased by 1,276.2% from RMB10.1 million for the year ended December 31, 2010 to RMB139.0
million (US$22.1 million) for the year ended December 31, 2011, primarily due to the
significant increases in our Euro and U.S. dollar denominated receivables as our export sales increased and the depreciation
of the Euro and U.S. dollar against the Renminbi.



Other Income/(Expense), Net. We had
other net income of RMB28.3 million (US$4.5 million) for the year ended December 31, 2011, compared with net other expenses
of RMB1.4 million for the year ended December 31, 2010, primarily because we received damages from one of our silicon wafer
customers pursuant to a contract dispute in 2011, whereas we did not have such income in 2010.



Change
in Fair Value of Forward Contracts. Gains we recognized as a result of change in fair value of foreign currency forward contracts
decreased from RMB98.0 million for the years ended December 31, 2010 to RMB36.6 million (US$5.8 million) for the year ended
December 31, 2011, primarily because we entered into several foreign-exchange forward
contracts with certain local banks to
reduce volatility caused by foreign currency fluctuations in 2010 and 2011 and RMB has a higher appreciation rate in 2010 compared
with that  in 2011.







Change in Fair Value of Convertible
Senior Notes and Capped Call Options. We recorded unrealized gain relating to change in fair value of our convertible
senior notes and capped call options of RMB299.7 million (US$47.6 million) for the year ended December 31, 2011 in
relation to the convertible senior notes that we issued in May 2011 and the capped call option agreement we entered into
concurrently with the issuance of the convertible senior notes, whereas we did not issue convertible senior notes, nor did we
enter into any capped call transaction in 2010.



Income Tax (Expense)/Benefit.
Our income tax expense decreased by 44.5% from RMB146.1 million for the year ended December 31, 2010 to RMB81.1
million (US$12.9 million) for the year ended December 31, 2011, primarily due to a decrease in income before income
taxes. Effective tax rate increased from 14.2% for the year ended December 31, 2010 to 22.8% for the year ended December 31,
2011, primarily due to full valuation allowance provided against deferred tax assets as of December 31, 2011 based on our
estimate of the recoverability of deferred tax assets.





89









Net Income attributable to JinkoSolar Holding
Co., Ltd. As a result of the foregoing, our net income attributable to JinkoSolar Holding Co., Ltd. decreased by 69.0% from
RMB881.9 million for the year ended December 31, 2010 to RMB273.3 million (US$43.4 million) for the year ended December 31,
2011. Our net profit margin decreased from 18.9% for the year ended December 31, 2010 to 3.7% for the year ended December 31,
2011.



Year Ended December 31, 2010 Compared
to Year Ended December 31, 2009



Revenues. Our revenues increased by
196.9% from RMB1,567.9 million for the year ended December 31, 2009 to RMB4,654.9 million for the year ended December 31,
2010, primarily due to an increase in the sales of solar modules as we commenced solar module and solar cell manufacturing in the
second half of 2009, which was partially offset by a decrease in the average selling prices of some of our products. The significant
increase in our sales of solar modules and solar cells also reflected an increase in demand for solar power products in the global
market.



Our sales of recovered silicon materials was
RMB28.0 million in 2009, compared with nil in 2010, primarily because we stopped selling self-produced recovered silicon materials
to customers and retained all self-produced recovered silicon materials for our own use in our vertically-integrated production
process.



Our sales of silicon ingots increased from
RMB98,882 for the year ended December 31, 2009 to RMB10.8 million for the year ended December 31, 2010, primarily because
although we retained a substantial portion of our silicon ingots for use in our vertically-integrated production process, we sold
silicon ingots to certain customers from time to time to optimize the utilization of our increased production capacity, which resulted
in an increase in sales volume of silicon ingots from 0.01 MW for the year ended December 31, 2009 to 2.1 MW for the year
ended December 31, 2010. The average selling price for our silicon ingots decreased by 23.5% from 2009 to 2010.



Our sales of silicon wafers decreased by 17.5%
from RMB1,102.2 million for the year ended December 31, 2009 to RMB909.6 million for the year ended December 31, 2010,
primarily because we retained a substantial majority of our output of silicon wafers for our own solar cell production to capture
the efficiencies of our vertically-integrated production process and we also terminated all of our long-term supply contracts with
our silicon wafer customers in 2010, which resulted in a decrease in sales volume of silicon wafers from 180.4 MW for the year
ended December 31, 2009 to 157.2 MW for the year ended December 31, 2010. The average selling price for our silicon wafers
decreased by 4.9% from 2009 to 2010.



Our sales of solar cells increased by 91.6%
from RMB225.9 million for the year ended December 31, 2009 to RMB432.9 million for the year ended December 31, 2010,
primarily because we commenced production and sales of solar cells in July 2009 and rapidly increased production capacity afterwards.
Sales volume of our solar cells increased from 27.3 MW for the year ended December 31, 2009 to 55.1 MW for the year ended
December 31, 2010. In 2010, we also retained a substantial portion of our output of solar cells for our own solar module production
to capture the efficiencies of our vertically-integrated production process. The increase in sales of solar cells was partially
offset by a decrease of 4.8% in the average selling prices of solar modules from 2009 to 2010.







Our sales of solar modules increased by 1,684.4%
from RMB182.0 million for the year ended December 31, 2009 to RMB3,247.8 million for the year ended December 31, 2010,
primarily because we commenced production and sales of solar modules in August 2009 and rapidly increased production capacity afterwards.
Sales volume of our solar modules increased from 14.4 MW for the year ended December 31, 2009 to 265.4 MW for the year ended
December 31, 2010. The increase in sales of solar modules was partially offset by a decrease of 3.9% in the average selling
price of solar modules from 2009 to 2010.





90









Our processing service fee increased by 81.4%
from RMB29.6 million for the year ended December 31, 2009 to RMB53.7 million for the year ended December 31, 2010,
primarily because we continued to maximize the utilization of our production capacity for the production of our own products, while
providing processing services to customers with our excess capacity from time to time on a limited basis.



Cost of Revenues. Our cost of revenues
increased by 146.5% from RMB1,337.6 million for the year ended December 31, 2009 to RMB3,297.5 million for the year ended
December 31, 2010, in line with our significant business expansion in 2010, primarily due to the increased sales of our products
and partially offset by the decline in our average cost of silicon materials.



Gross Profit. Our gross profit increased
by 489.6% from RMB230.2 million for the year ended December 31, 2009 to RMB1,357.4 million for the year ended December 31,
2010. Our gross margin increased by 98.6% from 14.7% for the year ended December 31, 2009 to 29.2% for the year ended December 31,
2010, primarily due to our increased vertical integration which has extended our product mix to downstream solar cell and solar
module production and drove down average manufacturing cost per watt.



Operating Expenses. Our operating expenses
increased by 241.1% from RMB107.7 million for the year ended December 31, 2009 to RMB367.5 million for the year ended December 31,
2010, primarily due to the increase in our general and administrative expenses and selling and marketing expenses. Our general
and administrative expenses increased by 95.1% from RMB85.1 million for the year ended December 31, 2009 to RMB166.0 million
for the year ended December 31, 2010, primarily due to (i) the recognition of share-based compensation expenses of RMB21.9
million as compared to nil in 2009 and (ii) the increase in salaries due to the increase in the number of our employees as
we hired additional employees in line with our expansion. Our selling and marketing expenses increased by 915.2% from RMB16.7 million
for the year ended December 31, 2009 to RMB169.8 million for the year ended December 31, 2010, primarily due to our increased
transportation expenses in line with the increased export sales as well as the increased commission expenses and warranty cost
in line with increased sales of solar modules. In addition, our research and development expenses increased by 436.1% from RMB5.9
million for the year ended December 31, 2009 to RMB31.6 million for the year ended December 31, 2010, primarily due to
our increased research and development efforts, in particular, on solar cells and solar modules.



Income from Operations. As a result
of the foregoing, our income from operations increased by 708.3% from RMB122.5 million for the year ended December 31, 2009
to RMB989.9 million for the year ended December 31, 2010. Our operating profit margin increased by 172.2% from 7.8% for the
year ended December 31, 2009 to 21.3% for the year ended December 31, 2010.







Interest Expenses, Net. Our net interest
expenses increased by 114.7% from RMB29.9 million for the year ended December 31, 2009 to RMB64.3 million for the year ended
December 31, 2010, primarily due to a significant increase in our average balance of short-term borrowings, which results
from the increase of our capital expenditure and working capital requirements in line with our expansion plan.



Subsidy Income. Our subsidy income
increased by 83.2% from RMB8.6 million for the year ended December 31, 2009 to RMB15.7 million for the year ended December 31,
2010, primarily due to the increase of subsidies in line with our expansion plan and our increased export sales.





91









Exchange Loss. Our exchange loss increased
by 365.0% from RMB2.2 million for the year ended December 31, 2009 to RMB10.1 million for the year ended December 31,
2010, primarily due to the depreciation of the Euro and U.S. dollar against the Renminbi on our Euro and U.S. dollar denominated
receivables for the relevant period.



Other Income/(Expense), Net.
Our net other expenses increased by 1.4% from RMB1.3 million for the year ended December 31, 2009 to RMB1.4 million for the
year ended December 31, 2010.



Change in Fair Value of Forward Contracts.We recognized a gain of RMB98.0 million as a result of change in fair value of foreign currency forward contracts for the
year ended December 31, 2010, primarily because we entered into several foreign-exchange forward contracts with certain local
banks to reduce volatility caused by foreign currency fluctuations in 2010. We did not enter into any foreign exchange forward
contracts in 2009 and recognized neither gain nor loss relating to such contracts in 2009.





Change in Fair Value of Embedded Derivatives.
We realized a non-cash gain relating to change in fair value of embedded derivatives of RMB54,938 for the year ended December 31,
2010, compared to a non-cash charge relating to change in fair value of embedded derivatives recognized in earnings of RMB13.6
million in 2009, primarily because all of our series B redeemable convertible preferred shares were automatically converted into
ordinary shares upon completion of our initial public offering on May 19, 2010.



Income Tax (Expense)/Benefit. We had
total tax benefits of RMB1.3 million for the year ended December 31, 2009, compared with our income tax expense of RMB146.1
million for the year ended December 31, 2010, primarily because Jiangxi Jinko and Zhejiang Jinko were exempted from income
tax as foreign-invested enterprises in 2009 and subject to income tax at the rate of 12.5% in 2010, which resulted in the increase
in effective income tax rate in 2010.



Net Income attributable to JinkoSolar Holding
Co., Ltd. As a result of the foregoing, our net income attributable to JinkoSolar Holding Co., Ltd. increased by 932.5% from
RMB85.4 million for the year ended December 31, 2009 to RMB881.9 million (US$133.6 million) for the year ended December 31,
2010. Our net profit margin increased from 5.4% for the year ended December 31, 2009 to 18.9% for the year ended December 31,
2010.





|B. | Liquidity and Capital Resources
|-- | -------------------------------



We have financed our operations primarily
through equity contributions from our shareholders, issuance of preferred shares, the net proceeds of our initial public offering
and follow-on offering, cash flow generated from operations as well as issuance of bonds, short-term and long-term debt financing.







As of December 31, 2011, we had
RMB433.9 million (US$68.9 million) in cash and cash equivalents and RMB146.2 million (US$23.2 million) in restricted cash.
Our cash and cash equivalents primarily consist of cash on hand and demand deposits with original maturities of three months
or less that are placed with banks and other financial institutions. Our restricted cash represents deposits legally held by
banks which are not available for us for our general purposes. These deposits are held as collateral for issuance of letters
of credit and bank acceptable notes to vendors for purchase of machinery and equipment and raw materials. Of the available
cash as of December 31, 2011, we have committed approximately RMB109.3 million (US$17.4 million) to the payment obligations
under our equipment purchase agreements in 2012. We plan to use the remaining available cash for research and development and
for working capital and other day-to-day operating purposes.





92









We had total bank credit facilities of RMB9,309.0
million (US$1,479.1 million) with various banks, of which RMB3,073.4 million (US$488.3 million) were drawn down and RMB6,235.6
million (US$990.7 million) were available as of December 31, 2011.



We had short-term and long-term
borrowings due within one year of RMB2,200 million (US$349.5 million) as of December 31, 2011. As of December 31,
2011, our short-term borrowings outstanding of RMB193.9 million and RMB175.0 million were denominated in Euros and U.S.
dollars bearing a weighted average interest rates of 5.45%, and 4.19% per annum, respectively. Our RMB-denominated
short-term borrowings outstanding as of 2011 bore interest at the average annual rate of 6.27%. As of December 31, 2011,
we pledged equipment of a total net book value of RMB1,499.3 million (US$238.2 million) and inventories of a total net book
value of RMB343.5 million (US$54.6 million) and land use rights of a total net book value of RMB308.5 million (US$49.0
million) to secure repayment of our short-term borrowings of RMB666.4 million (US$105.9 million). As of December 31,
2011, outstanding short-term borrowings guaranteed by our founders were RMB244.0 million (US$38.8 million). Although we have
increased our level of short-term bank borrowings to meet our working capital, capital expenditures and other needs, we have
not experienced any financial difficulty repay our borrowings. As of December 31, 2011, RMB720.4 million (US$114.5
million) of our short-term borrowing was trade financing and could be carried over.



We had long-term borrowings (excluding
the portion due within one year) of RMB155.5 million (US$24.7 million) as of December 31, 2011. Our long-term borrowings
outstanding as of December 31, 2011 bore interest at an average annual rate of 6.32%. In connection with most of our
long-term borrowings, we have granted security interests over significant amounts of our assets. As of December 31,
2011, we pledged equipment of a total net book value of RMB1,187.4 million (US$188.7 million) and land use right with net
book value of RMB46.6 million (US$7.4 million) to secure repayment of our borrowings of RMB142.5 million (US$22.6 million).
As of December 31, 2011, long-term loans in the amount of RMB392.3 million (US$62.3 million) will be due for repayment
upon maturity in 2012 and long-term loans in the amount of  RMB148.5 million (US$23.6 million) and RMB7.0 million (US$1.1
million) will be due for repayment upon maturity in 2013 and 2014, respectively.



Since December 31, 2011, we have entered into additional short-term loan contracts in an aggregate principal
amount of RMB1,222.1 million (US$194.1 million), most of which are secured by mortgage on buildings, equipment and land use rights
as well as guarantee by our founders and Jiangxi Jinkoand repaid short-term
bank borrowings of RMB894.8 million (US$142.2 million). Since December 31, 2011, we have also entered into additional long-term
loan contracts in an aggregate principal amount of RMB50.0 million (US$7.9 million), most of which are secured by mortgage on equipment
and repaid long-term bank borrowings of RMB1.0 million (US$ 0.2 million). As of the date of this annual report, we had RMB2,527.3
million (US$401.5 million) in outstanding short-term borrowings (including the current portion of long-term bank borrowings) and
RMB205.5 million (US$32.7 million) in outstanding long-term bank borrowings (excluding the current portion and deferred financing
cost).



In addition, we have substantial
repayment obligations under the notes we issued. On May 17, 2011, we issued convertible senior notes in the principal amount
of US$125 million due 2016, bearing an annual interest rate of 4%, to qualified institutional buyers under Rule 144A of the
Securities Act. Concurrent with our issuance of the convertible senior notes, we entered into a capped call option
transactions with an affiliate of the initial purchaser of the notes. We paid a total premium for the capped call option of
US$18 million. On July 8, 2011, we issued RMB-denominated unsecured one-year short-term notes with an aggregate principal
amount of RMB400 million to certain PRC institutional investors, bearing interest at the fixed rate of 6.5% per annum
and will mature on July 11, 2012.





On April 17, 2012, we registered unsecured one-year short-term
bonds with an aggregate principal amount of RMB300 million with the PRC National Association of Financial Market Institutional
Investors. The short-term bonds which we expect to issue on April 23, 2012 will bear a fixed annual interest rate determined on
the issuance date and will mature on April 23, 2013. Industrial Bank Co., Ltd. will act as the lead underwriter and bookrunner
for the short-term bonds with standby commitment. The proceeds will be used as working capital.





We had a negative working capital balance
as of December 31, 2011. Our management believes that our current cash position as of December 31, 2011, the cash expected to
be generated from operations and funds available from borrowings under the bank quotas will be sufficient to meet our working
capital and capital expenditure requirements for at least the next twelve months from December 31, 2011. However, in light of
the amount of bank borrowings and bonds due in the near term future, sufficient funds may not be available to us. Accordingly,
we may need to reduce discretionary spending and raise additional funds through public or private equity or debt financing. Any
additional equity financing may be dilutive to our shareholders and debt financing, if available, may involve covenants that would
restrict us. Additional funds may not be available on terms commercially acceptable to us or at all. Failure to manage discretionary spending
and raise additional capital or debt financing as required may adversely impact our ability to achieve our intended business objectives.





93









Cash Flows and Working Capital



The following table sets forth a summary of
our cash flows for the periods indicated:



|                                                       |  | For the Year Ended December 31, |           
|------------------------------------------------------ |  | ------------------------------- | ----------
|                                                       |  | 2009                            |           
|                                                       |  | (RMB)                           |           
|                                                       |  | (in thousands)                  |           
|Net cash (used in) provided by operating activities    |  |                                 | (76,296.8 
|Net cash (used in) investing activities                |  |                                 | (400,157.1
|Net cash provided by financing activities              |  |                                 | 601,288.9 
|Net increase (decrease) in cash and cash equivalents   |  |                                 | 125,156.0 
|Cash and cash equivalents at the beginning of the year |  |                                 | 27,323.6  
|Cash and cash equivalents at the end of the year       |  |                                 | 152,479.6 



Operating Activities



Net cash used in operating activities for
the year ended December 31, 2011 was RMB798.1 million (US$126.8 million), consisting primarily of (i) increase in accounts
receivable of RMB1,340.3 million (US$213.0 million) due to our increased sales on credit terms (ii) increase in prepayments
and other current assets of RMB458.9 million (US$72.9 million) due to the increase in balance value-added tax refund from export
sales in 2011 from 2010 as a result of the increase in export sales in 2011 and (iii) unrealized gains from change in fair
value of convertible senior notes of RMB398.0 million (US$63.2 million), partially offset by (i) net income of RMB273.3 million
(US$43.4 million), (ii) increase in other payable and accruals of RMB260.6 million (US$41.4 million) and (iii) depreciation
of property, plant and equipment of RMB263.8 million (US$41.9 million).



Net cash provided by operating activities
for the year ended December 31, 2010 was RMB230.4 million, consisting primarily of (i) net income of RMB881.9 million,
(ii) increase in accounts payable of RMB282.5 million, (iii) increase in other payables and accruals of RMB161.9 million
and (iv) increase in advances from third-party customers of RMB128.4 million (US$19.5 million), partially offset by (i) increase
in inventories of RMB603.9 million, (ii) increase in accounts receivable of RMB374.0 million, (iii) increase in prepayments
and other current assets of RMB282.5 million and (iv) decrease in advances to suppliers of RMB252.4 million.



Net cash used in operating activities for
the year ended December 31, 2009 was RMB76.3 million, consisting primarily of (i) increase in accounts receivable of
RMB143.6 million (ii) decrease in advances from third party customers of RMB139.6 million and (iii) increase in prepayments
and other current assets of RMB76.8 million, partially offset by (i) net income of RMB85.4 million, adding back the non-cash
charges relating to change in fair value of derivatives recognized in earnings of RMB13.6 million and the non-cash compensation
expenses of RMB20.9 million, (ii) increase in accounts payable of RMB66.5 million and (iii) depreciation of property,
plant and equipment of RMB43.8 million.







Investing Activities



Net cash used in investing activities for
the year ended December 31, 2011 was RMB2,433.7 million (US$386.7 million), consisting primarily of (i) purchase of property,
plant and equipment of RMB2,015.4 million (US$320.2 million), (ii) cash paid for short-term investments of RMB459.5 million (US$73.0
million) consist of the time deposits with original maturities longer than three months and less than one year and (iii) purchase
of land use rights of RMB116.0 million (US$18.4 million) and, partially offset by decrease in restricted cash of RMB159.9 million
(US$25.4 million).



Net cash used in investing activities for
the year ended December 31, 2010 was RMB1,552.6 million, consisting primarily of (i) purchase of property, plant and
equipment and land use rights of RMB1,345.5 million and (ii) increase in restricted cash of RMB222.5 million, partially offset
by cash collected for short-term investment, which mainly represented deposits with maturity of more than three months.





94









Net cash used in investing activities for
the year ended December 31, 2009 was RMB400.2 million, consisting primarily of (i) purchase of property, plant and equipment
and land use rights of RMB285.3 million, (ii) net cash paid for our acquisition of Zhejiang Jinko of RMB69.2 million after
deduction of Zhejiang Jinko's cash balance, and (iii) cash paid for short-term investment of RMB50.4 million, which mainly
represented bank time deposits pledged to banks as collateral for issuance of bank acceptance notes for purchase of raw materials.



Financing Activities



Net cash provided
by financing activities for the year ended December 31, 2011 was RMB3,152.4 million (US$500.9
million), consisting primarily of (i) borrowings from third parties of RMB5,971.9 million (US$948.8 million), (ii) proceeds
from issuance of bonds of RMB1,000.0 million (US$158.9 million) and (iii) proceeds from issuance of convertible senior notes
of RMB812.5 million (US$129.1 million), partially offset by (i) repayment of borrowings to third parties of RMB4,915.7 million
(US$781.0 million) and (ii) cash paid for capped call options of RMB117.0 million (US$18.6 million).



Net cash provided by financing activities
for the year ended December 31, 2010 was RMB1,696.8 million, consisting primarily of (i) borrowings from third parties
of RMB2,471.1 million and (ii) proceeds from public offerings of ordinary shares of RMB814.3 million, partially offset by
repayment of borrowings to third parties of RMB1,955.4 million.



Net cash provided by financing activities
for the year ended December 31, 2009 was RMB601.3 million, consisting primarily of borrowings from third parties of RMB1,295.0
million, partially offset by repayment of borrowings to third parties of RMB681.7 million.



Restrictions on Cash Dividends



For a discussion on the ability of our
subsidiaries to transfer funds to our company and the impact this has on our ability to meet our cash obligations, see
"Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—We rely principally
on dividends and other distributions on equity paid by our principal operating subsidiaries, Jiangxi Jinko and Zhejiang
Jinko, and limitations on their ability to pay dividends to us could have a material adverse effect on our business and
results of operations," and "Item 4. Information on the Company—B. Business
Overview—Regulation—Dividend Distribution."



Capital Expenditures



We had capital
expenditures, representing the payments that we had made, of RMB285.3 million, RMB1,345.5 million and RMB2,131.4 million
(US$338.6 million) in 2009, 2010 and 2011, respectively. Our capital expenditures were used primarily to construct our
manufacturing facilities and purchase equipment for the production of silicon ingots and silicon wafers, solar cells and
solar modules, and acquire land use rights. We originally planned to expand our annual production capacity for silicon
wafers, solar cells and solar modules to 1.5 GW each by the end of 2011. However, in response to the changes in the market
condition, we timely adjusted our expansion plan and plan to maintain our production capacity for these three products at our
current level of 1.2 GW each. Instead of expanding our production capacity, we plan to focus on improving our efficiency to
reduce our unit cost. However, to implement our original expansion plan, we had already entered into purchase agreements for
purchasing additional manufacturing equipment by the end of 2011. Our purchase capital commitments under these contracts
amounted to approximately RMB439.1 million (US$69.8 million) as of December 31, 2011, of which RMB109.3 million (US$17.4
million) will be due in 2012 and RMB329.8 million (US$52.4 million) will be due after one year but within five years. We may
terminate these equipment purchase agreements or revise their terms in line with our new plan and as a result, may be subject
to cancellation and  late charges. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our
Business and Industry—We rely on a limited number of third-party suppliers for supplying key manufacturing equipment
and we may face termination and  late charges and risks relating to the termination and amendment of certain equipment
purchases contracts.”





95







We had a negative working capital balance
as of December 31, 2011. Our management believes that our current cash position as of December 31, 2011, the cash expected to
be generated from operations and funds available from borrowings under the bank quotas will be sufficient to meet our working
capital and capital expenditure requirements for at least the next twelve months from December 31, 2011. However, in light of
the amount of bank borrowings and bonds due in the near term future, sufficient funds may not be available to us. Accordingly,
we may need to reduce discretionary spending and raise additional funds through public or private equity or debt financing. Any
additional equity financing may be dilutive to our shareholders and debt financing, if available, may involve covenants that would
restrict us. Additional funds may not be available on terms commercially acceptable to us or at all. Failure to manage discretionary spending
and raise additional capital or debt financing as required may adversely impact our ability to achieve our intended business objectives.





Recent Accounting Pronouncements



In May 2011, the Financial Accounting Standards
Board ("FASB") amended its fair value principles and disclosure requirements. The amended fair value guidance states
that the concepts of highest and best use and valuation premise are only relevant when measuring the fair value of nonfinancial
assets and prohibits the grouping of financial instruments for purposes of determining their fair values when the unit of account
is specified in other guidance. The amendment became effective for us on January 1, 2012. We do not anticipate that this amendment
will have a material impact on its consolidated financial statements.



In June 2011, the FASB amended its disclosure
guidance related to the presentation of comprehensive income. This amendment eliminates the option to report other comprehensive
income and its components in the statement of changes in equity and requires presentation and reclassification adjustments on the
face of the income statement. In December, 2011, the FASB further amended its guidance to defer changes related to the presentation
of reclassification adjustments indefinitely as a result of concerns raised by stakeholders that the new presentation requirements
would be difficult for preparers and add unnecessary complexity to financial statements. The amendment (other than the portion
regarding the presentation of reclassification adjustments which, as noted above, has been deferred indefinitely) became effective
for us on January 1, 2012 and will not have any impact on our financial position, but will impact our financial statement presentation.







In September 2011, the FASB amended its goodwill
guidance by providing entities an option to use a qualitative approach to test goodwill for impairment. An entity will be able
to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit
is less than its carrying value. If it is concluded that this is the case, it is necessary to perform the currently prescribed
two step goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. The amendment became effective
for us on January 1, 2012. We do not anticipate that this amendment will have a material impact on our consolidated financial statements.





96









|C. | Research and Development, Patents and Licenses, Etc.
|-- | ----------------------------------------------------



Research and Development



We focus our research and development efforts
on improving our manufacturing efficiency, the quality of our products and next generation PV technology. As of December 31,
2011, our research and development team consisted of 148 experienced researchers and engineers, of which, 111 experienced engineers
were located in the Shangrao Economic Development Zone, and 37 experienced engineers were located in Zhejiang Haining.



In recent years, we have focused on enhancing
our product quality, improving production efficiency and increasing the conversion efficiency of solar power products including
silicon wafers, solar cells and solar modules. In 2011, we successfully developed Quantum-1 solar modules, which embodied pseudo-mono
multi-crystalline technology. Quantum-1 solar modules combine the benefits of mono- and multi-crystalline solar modules to better
align the crystalline structure and achieve a higher efficiency than multi-crystalline solar modules, while maintain lower production
costs than monocrystalline solar modules. As of the date of this annual report, the conversion efficiency rate of our Quantum-1
solar modules has reached 18.3%.



In addition to our full time research and
development team, we also involve employees from our manufacturing department to work on our research and development projects
on a part-time basis. We plan to enhance our research and development capability by recruiting additional experienced engineers
specialized in the solar power industry. Certain members of our senior management spearhead our research and development efforts
and set strategic directions for the advancement of our products and manufacturing processes.



We have entered into a cooperative agreement
with Nanchang University in Jiangxi Province, China and established a joint photovoltaic materials research center on the campus
of Nanchang University. Under the terms of the agreement, the research center is staffed with faculty members and students in
doctoral and master programs from the material science and engineering department of Nanchang University as well as our technical
personnel. The research center focuses on the improvement of our manufacturing process, solution of technical problems in our
silicon wafer and solar module production process and the research and development of new materials and technologies. The research
center also provides on-site technical support to us and training for our employees. Under the agreement, any intellectual property
developed by the research center will belong to us. The research center has assisted us in improving the quality of our silicon
wafers, including the conversion efficiency of our silicon wafers, as well as our silicon wafer production process.



We believe that the continual improvement
of our research and development capability is vital to maintaining our long-term competitiveness. For the years ended December 31,
2009, 2010 and 2011, our research and development expenses were approximately RMB5.9 million, RMB31.6 million and RMB30.0 million
(US$4.8 million), respectively. We intend to continue to devote management and financial resources to research and development
as well as to seek cooperative relationships with other academic institutions to further lower our overall production costs, increase
the conversion efficiency rate of our solar power products and improve our product quality.





97









Intellectual Property



As of the date of this annual report, we have
been granted 19 patents by the State Intellectual Property Office of the PRC, including 17 utility model patents, one invention
patent and one design patent. We also have 16 pending patent applications. These patents and patent applications relate to the
technologies utilized in our manufacturing processes. We intend to continue to assess appropriate opportunities for patent protection
of critical aspects of our technologies. We also rely on a combination of trade secrets and employee and third-party confidentiality
agreements to safeguard our intellectual property. Our research and development employees are required to enter into agreements
that require them to assign to us all inventions, designs and technologies that they develop during the terms of their employment
with us. We have not been a party to any intellectual property claims since our inception.



We
filed trademark registration applications with the PRC Trademark Office, World Intellectual
Property Organization, or WIPO and trademark authorities in other countries and regions. As of the date of this annual report,
we have been granted eight trademarks in the PRC, such as "," "",
and "", and seven trademarks in Hong Kong and Taiwan, including "", "" and "".
We also have two trademarks registered in WIPO. Wehave pending trademark applications of six
trademarks in 40 countries and regions, including U.S., Europe and Australia. In addition, we have registered two trademarks in
India, one trademark in Brazil and one trademark in U.S.



|D. | Trend Information
|-- | -----------------



Other than as disclosed elsewhere in this
annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the period from January 1,
2011 to December 31, 2011 that are reasonably likely to have a material effect on our net revenues, income, profitability,
liquidity or capital resources, or that would cause reported consolidated financial information not necessarily to be indicative
of future operating results or financial conditions.



|E. | Off-balance Sheet Arrangements
|-- | ------------------------------



On June 13, 2009, Jiangxi Jinko entered
into the Heji Loan Agreement with Heji Investment for loans with an aggregate principal amount of up to RMB100 million with a term
of three years. We borrowed RMB50.0 million from Heji Investment under the Heji Loan Agreement. In September and October 2009,
we and Heji Investment re-arranged our borrowings under the Heji Loan Agreement into entrusted loans with an aggregate principal
amount of RMB50.0 million through Agricultural Bank of China. In connection with the Heji Loan Agreement, Heji Investment required
Jiangxi Jinko to enter into a guarantee agreement with JITCL on May 31, 2009 for Heji Investment’s own payment obligations
under its separate entrusted loan agreement with JITCL, under which JITCL extended a loan to Heji Investment in the principal amount
of RMB50 million for a term of three years. We have fully repaid the entrusted loans in July 2011. However, we will not be released
from our guarantee obligations until Heji Investment has fully repaid the loan to JITCL.



We have no other outstanding financial guarantees
or other commitments to guarantee the payment obligations of our related parties. We have not entered into any derivative contracts
that are indexed to our shares and classified as shareholder's equity or that are not reflected in our consolidated financial statements.
Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as
credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that
provides financing, liquidity, market risk or credit support to us or that engages in leasing, hedging or research and development
services with us. We have not entered into nor do we expect to enter into any off-balance sheet arrangements.





98









|F. | Tabular Disclosure of Contractual Obligations
|-- | ---------------------------------------------



The following table sets forth our contractual
obligations as of December 31, 2011:





|                              |  | Payment due by period |            
|----------------------------- |  | --------------------- | -----------
|Contractual Obligations       |  | Total                 |            
|                              |  | (RMB in thousands)    |            
|Short-term Debt Obligations * |  |                       | 1,856,379.0
|Long-Term Debt Obligations *  |  |                       | 581,498.7  
|Bonds Payable *               |  |                       | 1,058,640.0
|Convertible Senior Notes *    |  |                       | 523,339.4  
|Operating Lease Obligations   |  |                       | 18,631.8   
|Capital Commitment            |  |                       | 439,128.5  
|Total                         |  |                       | 4,477,617.4



*Include accrued interests



|G. | Safe Harbor
|-- | -----------



We make "forward-looking statements"
throughout this annual report. Whenever you read a statement that is not simply a statement of historical fact (such as when we
describe what we "believe," "expect" or "anticipate" will occur, what "will" or "could"
happen, and other similar statements), you must remember that our expectations may not be correct, even though we believe that
they are reasonable. We do not guarantee that the transactions and events described in this annual report will happen as described
or that they will happen at all. You should read this annual report completely and with the understanding that actual future results
may be materially different from what we expect. The forward-looking statements made in this annual report relate only to events
as of the date on which the statements are made. We undertake no obligation, beyond that required by law, to update any forward-looking
statement to reflect events or circumstances after the date on which the statement is made, even though our situation will change
in the future.



Whether actual results will conform to our
expectations and predictions is subject to a number of risks and uncertainties, many of which are beyond our control, and reflect
future business decisions that are subject to change. Some of the assumptions, future results and levels of performance expressed
or implied in the forward-looking statements we make inevitably will not materialize, and unanticipated events may occur which
will affect our results. "Item 3. Key Information—D. Risk Factors" describes the principal contingencies and uncertainties
to which we believe we are subject. You should not place undue reliance on these forward-looking statements.





99









|ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
|------- | ------------------------------------------



|A. | Directors and Senior Management
|-- | -------------------------------



The following table sets forth information
regarding our directors and executive officers:



|Name              |  | Age |    |  | Position
|----------------- |  | --- | -- |  | --------
|                  |  |     |    |  |         
|Xiande Li         |  |     | 36 |  |         
|Kangping Chen     |  |     | 39 |  |         
|Xianhua Li        |  |     | 38 |  |         
|Wing Keong Siew   |  |     | 60 |  |         
|Haitao Jin        |  |     | 58 |  |         
|Zibin Li          |  |     | 72 |  |         
|Steven Markscheid |  |     | 58 |  |         
|Longgen Zhang     |  |     | 47 |  |         
|Arturo Herrero    |  |     | 40 |  |         
|Musen Yu          |  |     | 63 |  |         
|Zhiqun Xu         |  |     | 45 |  |         



Mr. Xiande Li is a founder of
our company, the chairman of our board of directors and the chairman of the board of directors of Jiangxi Jinko. Prior to founding
our company, he served as the marketing manager at Zhejiang Yuhuan Solar Energy Source Co., Ltd. from 2003 to 2004, where his responsibilities
included overseeing and optimizing day-to-day operations. From 2005 to 2006, he was the chief operations supervisor of ReneSola,
a related company listed on the AIM market of the London Stock Exchange in 2006, then dual listed on the NYSE in 2008, where he
was in charge of marketing and operation management. Mr. Li is a brother of Mr. Xianhua Li and the brother-in-law of
Mr. Kangping Chen.



Mr. Kangping Chen is a founder,
director and the chief executive officer of our company as well as the general manager of Jiangxi Jinko. Prior to founding our
company, he was the chief financial officer of Zhejiang Supor Cookware Company Ltd., a company listed on the PRC A share market,
from October 2003 to February 2008, where his major responsibilities included establishing and implementing its overall strategy
and annual business plans. Mr. Chen is the brother-in-law of Mr. Xiande Li.



Mr. Xianhua Li is a founder, director
and vice president of our company as well as deputy general manager of Jiangxi Jinko. Prior to founding our company, Mr. Li
served as the chief engineer of Yuhuan Automobile Company, where his major responsibilities included conducting and managing technology
research and development activities and supervising production activities, from 1995 to 2000. From 2000 to 2006, he was the factory
director of Zhejiang Yuhuan Solar Energy Source Co., Ltd., where he was responsible for managing its research and development activities.
Mr. Li is a brother of Mr. Xiande Li.



Mr. Wing Keong Siew has been a
director of our company since May 2008. Mr. Siew was appointed by Flagship Desun Shares Co., Limited, one of the holders of
our series A redeemable convertible preferred shares. He founded Hupomone Capital Partners in 2003. Mr. Siew was the president
of H&Q Asia Pacific China and Hong Kong from 1998 to 2003 and a general manager of Fairchild Systems for Asia, managing director
of Mentor Graphics Asia Pacific and managing director of Compaq Computer Corporation from January 1988 to September 1988. In 1995,
he formed a joint venture with UBS AG to raise a China Private Equity Fund. He worked as senior vice president of H&Q Singapore
from 1989 to 1995. Mr. Siew received his bachelor's degree in electrical and electronics engineering from Singapore University
in 1975 and his presidential/key executive MBA from Pepperdine University in 1999.





100









Mr. Haitao Jin has been a director
of our company since September 2008. Mr. Jin was appointed by holders of our series B redeemable convertible preferred shares.
He has also been the deputy chairman of Shenzhen Chamber of Investment and Commerce since 2004. Prior to joining SCGC, Mr. Jin
was deputy general manager of Shenzhen SEG Group Co., Ltd. and general manager of SEG Co., Ltd., a listed company on the Shenzhen
Stock Exchange from 2001 to 2003. Between 1993 and 2000, Mr. Jin was a general vice president and general manager of Shenzhen
Electronics Group Co., Ltd. Mr. Jin received his master's degree in management psychology in 1987. In 1996, he received his
master's degree in engineering science from Huazhong University of Science and Technology. In 2002, he became an honorary professor
at the Wuhan University of Science and Technology.



Mr. Zibin Li has been an independent
director of our company since July 10, 2009. He has also been chairman of China Association of Small and Medium Enterprises
and a consultant of the municipal government of Chongqing City and Dalian City since 2006. Mr. Li was previously a vice director
of NDRC and vice director of the Office of Steering Committee of West Region Development of the State Counsel from 2000 to 2005,
and a member of the Tenth National Committee of the Chinese People's Political Consultative Conference from 2003 to 2005. Mr. Li
was deputy mayor of Jinxi, Liaoning Province from 1989 to 1991, deputy minister of the Ministry of Chemical Industry from 1991
to 1994, deputy mayor of Shenzhen from 1994 to 1995 and mayor of Shenzhen from 1995 to 2000. Mr. Li received a bachelor's
degree in chemical engineering from Tsinghua University in 1964.



Mr. Steven Markscheid has been
an independent director of our company since September 15, 2009. He has also been chief executive officer of Synergenz BioScience
Inc. since 2007, and board member of Emerald Hill Capital Partners since 2006, CNinsure, Inc. since 2007, Pacific Alliance China
Growth Fund since 2008, and China Energy Corporation since 2010. Mr. Markscheid was previously representative of US China
Business Council from 1978 to 1983, vice president of Chase Manhattan Bank from 1984 to 1988, vice president of First Chicago Bank
from 1988 to 1993, case leader of Boston Consulting Group from 1994 to 1997, director of business development of GE Capital (Asia
Pacific) from 1998 to 2001, director of business development of GE Capital from 2001 to 2002, senior vice president of GE Healthcare
Financial Services from 2003 to 2006, chief executive officer of HuaMei Capital Company, Inc. from 2006 to 2007. He received his
bachelor's degree in East Asian studies from Princeton University in 1976, his master's degree in international affairs and economics
from Johns Hopkins University in 1980 and an MBA degree from Columbia University in 1991.



Mr. Longgen Zhang has been our
chief financial officer since September 2008. Prior to joining us, Mr. Zhang served as a director and the chief financial
officer of Xinyuan Real Estate Co., Ltd., a company listed on the NYSE, from August 2006 to October 2008. Mr. Zhang served
as the chief financial officer at Crystal Window and Door Systems, Ltd. in New York from 2002 to 2006. He has a master's degree
in professional accounting and a master's degree in business administration from West Texas A&M University and a bachelor's
degree in economic management from Nanjing University in China. Mr. Zhang is a U.S. certified public accountant.





101











Mr. Arturo Herrero is chief marketing
officer of our company. Mr. Herrero joined us as the Chief Strategy Officer in March 2010. Prior to that, Mr. Herrero served
as vice president of sales and marketing of Trina Solar Limited, a company listed on the NYSE, from August 2007 to January 2010
and director of Trina Solar Limited from September 2006 to July 2007. From 2002 to 2006, Mr. Herrero was the global procurement
manager for BP Solar, first as a global procurement manager for solar power systems and then as a global procurement manager for
strategic raw materials. From 2000 to 2002, he was a marketing and sales manager at BP Oil. Before that, he was the logistics director
advisor of Amcor Flexible, a company that is engaged in flexible packaging, from 1998 through 2000, and he was a planning manager
at Nabisco from 1996 to 1998. Mr. Herrero received his degree in economics and business administration from the University
of Pompeu Fabra in Spain in 1996, his degree in electrical engineering from Polytechnics University of Catalonia in Spain in 1996
and his master's degree in marketing in 2001 from Instituto Superior de Marketing in Spain.



Mr. Musen Yu is vice president
of our company. Prior to joining us in 2007, he was head of the Coal and Gold Production Bureau of the Shangrao Municipality from
2002 to 2007 and the deputy head of the Coal and Gold Production Bureau of the Shangrao Municipality from 1992 to 2002. Mr. Yu
was the party committee secretary and secretary of the Party Disciplinary Committee of the Mining Affairs Bureau of Le Municipality
from 1986 to 1992 and the deputy secretary of the Party Committee of the Mining Affairs Bureau of Yinggang Ling from 1984 to 1986.
Mr. Yu received his bachelor's degree in mining engineering from the China University of Mining and Technology in 1984.



Mr. Zhiqun Xu is vice president
of production department of our company. Prior to joining us in December 2008, Mr. Xu served as a vice executive manager of
Hareon Solar Technology Co., Ltd. from November 2007 to November 2008. From January 2005 to October 2007, Mr. Xu was a sales
and marketing manager of Saint-Gobain Quartz (Jinzhou) Co., Ltd. Mr. Xu was a manager of silicon production and technology
department from April 2002 to December 2004. In addition, he was a project manager and deputy production manager of Shanghai General
Silicon Material Co., Ltd. from February 2000 to March 2002. Mr. Xu was a manager of production and technology department
of MCL Electronics Material Co., Ltd. from April 1996 to January 2000. In 1990, he joined Luoyang Monocrystalline Silicon Factory
as a monocrystalline growth processing engineer. Mr. Xu received a bachelor's degree in science from Jilin University in 1990.



The business address of our directors and
executive officers is c/o JinkoSolar Holding Co., Ltd., 1 Jingke Road, Shangrao Economic Development Zone, Jiangxi Province, 334100,
People's Republic of China.



|B. | Compensation of Directors and Executive Officers
|-- | ------------------------------------------------



All directors receive reimbursements from
us for expenses necessarily and reasonably incurred by them for providing services to us or in the performance of their duties.
Our directors who are also our employees receive compensation in the form of salaries in their capacity as our employees.



For the year ended December 31, 2011,
we paid cash compensation in the aggregate amount of RMB22.5million (US$3.6 million) to our executive officers and directors. The
total amount we set aside for the pension or retirement or other benefits of our executive officers and directors was approximately
RMB0.4 million (US$63,553.6) for the year ended December 31, 2011.



Share Incentive Plan



We
adopted our 2009 Long Term Incentive Plan on July 10, 2009, which was subsequently amended and restated. Our 2009
Long Term Incentive Plan provides for the grant of incentive plan options, restricted shares, restricted share units, share
appreciation rights and other share-based awards, referred to as the “Awards.” The purpose of the 2009 Long Term
Incentive Plan is to attract, retain and motivate key directors, officers and employees responsible for the success and
growth of our company by providing them with appropriate incentives and rewards and enabling them to participate in the
growth of our company. We have reserved
9,325,122 ordinary shares for issuance under our 2009 Long Term Incentive Plan.





102









Plan Administration. Our 2009 Long
Term Incentive Plan is administered by a committee appointed by our board of directors or in the absence of a committee, our board
of directors. In each case, our board of directors or the committee will determine the provisions and terms and conditions of each
award grant, including, but not limited to, the exercise price, time at which each of the Awards will be granted, number of shares
subject to each Award, vesting schedule, form of payment of exercise price and other applicable terms. The plan administrator may
also grant Awards in substitution for options or other equity interests held by individuals who become employees of our company
as a result of our acquisition or merger with the individual's employer. If necessary to conform the Awards to the interests for
which they are substitutes, the plan administrator may grant substitute Awards under terms and conditions that vary from those
that the 2009 Long Term Incentive Plan otherwise requires. Notwithstanding anything in the foregoing to the contrary, any Award
to any participant who is a U.S. taxpayer will be adjusted appropriately to comply with Code Section 409A or 424, if applicable.



Award Agreement. Awards granted under
our 2009 Long Term Incentive Plan are evidenced by an Award Agreement that sets forth the terms, conditions and limitations for
each award grant, which includes, among other things, the vesting schedule, exercise price, type of option and expiration date
of each award grant.



Eligibility. We may grant awards to
an employee, director or consultant of our company, or any business, corporation, partnership, limited liability company or other
entity in which our company holds a substantial ownership interest, directly or indirectly, but which is not a subsidiary and which
in each case our board of directors designates as a related entity for purposes of the 2009 Long Term Incentive Plan.



Option Term. The term of each option
granted under the 2009 Long Term Incentive Plan may not exceed ten years from the date of grant. If an incentive stock option is
granted to an eligible participant who owns more than 10% of the voting power of all classes of our share capital, the term of
such option shall not exceed five years from the date of grant.



Exercise Price. In the case of non-qualified
stock option, the per share exercise price of shares purchasable under an option shall be determined by our board of directors
and specified in the Award Agreement. In the case of incentive stock option, the per share exercise price of shares purchasable
under an option shall not be less than 100% of the fair market value per share at the time of grant. However, if we grant an incentive
stock option to an employee, who at the time of that grant owns shares representing more than 10% of the total combined voting
power of all classes of our share capital, the exercise price is at least 110% of the fair market value of our ordinary shares
on the date of that grant.



Amendment and Termination. Our board
of directors may amend, suspend or terminate the 2009 Long Term Incentive Plan at any time and for any reason, provided that no
amendment, suspension, or termination shall be made that would alter or impair any rights and obligations of a participant under
any award theretofore granted without such participant's consent. Unless terminated earlier, our 2009 Long Term Incentive Plan
shall continue in effect for a term of ten years from the effective date of the 2009 Long Term Incentive Plan.



Share Options



As of the date of this annual report, options
to purchase 8,540,384 ordinary shares are outstanding. The following table summarizes the outstanding options that we granted to
our directors and executive officers and to other individuals as a group under our share incentive plan as of the date of this
annual report:





103











|Name              |  |  | Number of Shares |    |  | Exercise Price (US$) |           |  | Grant Date |                                    | Expiration Date
|----------------- |  |  | ---------------- | -- |  | -------------------- | --------- |  | ---------- | ---------------------------------- | ---------------
|                  |  |  |                  |    |  |                      |           |  |            |                                    |                
|Zibin Li          |  |  | *                |    |  |                      | 2.08      |  |            | August 28, 2009                    |                
|Steven Markscheid |  |  | *                |    |  |                      | 2.08      |  |            | September 15, 2009                 |                
|Zhiqun Xu         |  |  | *                |    |  |                      | 2.08      |  |            | August 28, 2009                    |                
|Musen Yu          |  |  | *                |    |  |                      | 2.08      |  |            | August 28, 2009                    |                
|Longgen Zhang     |  |  | 953,200          | ** |  |                      | 2.08      |  |            | August 28, 2009                    |                
|                  |  |  | 1,120,000        | ** |  |                      | 1.42      |  |            | November 3, 2011                   |                
|Arturo Herrero    |  |  | *                |    |  |                      | 2.08      |  |            | April 12, 2010                     |                
|Other Employees   |  |  | 1,700,118        |    |  |                      | 2.08~6.50 |  |            | August 28, 2009 to October 1, 2011 |                










| | * | Upon exercise of all share options, would beneficially
own less than 1.0% of our then outstanding share capital.
| | - | ----------------------------------------------------------------------------------------------------------------



| | ** | The outstanding shares will be beneficially owned upon
exercise of all options.
| | -- | -------------------------------------------------------------------------------





|C. | Board Practices
|-- | ---------------



Board of Directors



Our board of directors currently consists
of seven directors. The law of our home country, which is the Cayman Islands, does not require a majority of the board of directors
of our company to be composed of independent directors, nor does the Cayman Islands law require that of a compensation committee
or a nominating committee. We intend to follow our home country practice with regard to composition of the board of directors.
A director is not required to hold any shares in the company by way of qualification. A director may vote with respect to any contract,
proposed contract or arrangement in which he is materially interested, provided that such director discloses the nature of his
or her interest in such contract or arrangement. Our board of directors may exercise all of the powers of our company to borrow
money, mortgage our undertakings, property and uncalled capital, and issue debentures or other securities whenever money is borrowed
or pledged as security for any obligation of our company or of any third party.







Committees of the Board of Directors



We have an audit committee, a
compensation committee and a nominating committee under the board of directors or the three committees. We have adopted a
charter for each of the three committees. Each committee's members and functions are described below.





104









Audit Committee



Our audit committee consists of Steven Markscheid,
Zibin Li and Wing Keong Siew, and is chaired by Steven Markscheid. All of the members of the audit committee satisfy the "independence"
requirements of the NYSE Listed Company Manual, Section 303A, and meet the criteria for "independence" under Rule
10A-3 under the Exchange Act. The audit committee oversees our accounting and
financial reporting processes and the audits of the financial statements of our company. The audit committee is responsible for,
among other things:





| | • | selecting the independent auditors
and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------



| | • | reviewing with the independent auditors any audit problems or difficulties
and management's response;
| | - | -----------------------------------------------------------------------------------------------------



| | • | reviewing and approving all proposed related-party transactions, as defined
in Item 404 of Regulation S-K under the Securities Act;
| | - | -----------------------------------------------------------------------------------------------------------------------------------



| | • | discussing the annual audited financial statements with management and
the independent auditors;
| | - | ------------------------------------------------------------------------------------------------



| | • | reviewing major issues as to the adequacy of our internal controls and
any special audit steps adopted in light of material control deficiencies;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------



| | • | meeting separately and periodically with management and the independent
auditors; and
| | - | -------------------------------------------------------------------------------------



| | • | reporting regularly to the full board of directors.
| | - | ---------------------------------------------------







Compensation Committee



Our compensation committee consists of Haitao
Jin, Kangping Chen and Steven Markscheid, and is chaired by Haitao Jin. Haitao Jin and Steven Markscheid satisfy the "independence"
requirements of the NYSE Listed Company Manual, Section 303A, and meet the criteria for "independence" under Rule
10A-3 under the Exchange Act. Our home country practice differs from the NYSE rules that require the compensation committees of
listed companies to be comprised solely of independent directors. There are, however, no specific requirements under Cayman Islands
law on the composition of compensation committees. The compensation committee assists the board in reviewing and approving the
compensation structure, including all forms of compensation, relating to our directors and executive officers. The compensation
committee is responsible for, among other things:





| | • | reviewing and approving the total compensation package for our three most
senior executives;
| | - | --------------------------------------------------------------------------------------------



| | • | reviewing and recommending to the board the compensation of our directors;
| | - | --------------------------------------------------------------------------



| | • | reviewing and approving corporate goals and objectives relevant to the
compensation of our chief executive officer, evaluating the performance of our chief executive officer in light of those goals
and objectives, and determining the compensation level of our chief executive officer based on this evaluation;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | reviewing periodically and making recommendations to the board regarding
any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, employee pension and welfare
benefit plans; and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | reporting regularly to the full board of directors.
| | - | ---------------------------------------------------









105









Nominating Committee



Our nominating and corporate governance committee
consists of Zibin Li, Xiande Li and Steven Markscheid, and is chaired by Zibin Li. Zibin Li and Steven Markscheid satisfy the "independence"
requirements of the NYSE Listed Company Manual, Section 303A, and meet the criteria for "independence" under Rule
10A-3 under the Exchange Act. Our home country practice differs from the NYSE rules that require the nominating committees of listed
companies to be comprised solely of independent directors. There are, however, no specific requirements under Cayman Islands law
on the composition of nominating committees. The nominating and corporate governance committee assists the board of directors in
selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The
nominating and corporate governance committee is responsible for, among other things:





| | • | identifying and recommending to the board nominees for election by the
shareholders or appointment by the board, or for appointment to fill any vacancy;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | reviewing annually with the board the current composition of the board
with regard to characteristics such as knowledge, skills, experience, expertise and diversity required for the board as a whole;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | identifying and recommending to the board the directors to serve as members
of the board's committees;
| | - | ------------------------------------------------------------------------------------------------------



| | • | developing and recommending to the board of directors a set of corporate
governance guidelines and principles applicable to the company;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------



| | • | monitoring compliance with our code of business conduct and ethics, including
reviewing the adequacy and effectiveness of our procedures to ensure proper compliance; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | reporting regularly to the full board of directors.
| | - | ---------------------------------------------------







Duties of Directors



Under Cayman Islands law, our directors have
a common law duty of loyalty to act in good faith in their dealings with or on behalf of the company and exercise their powers
and fulfill the duties of their office honestly. Our directors also have a duty to exercise the skill they actually possess and
such care and diligence that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of
care to us, our directors must ensure compliance with our memorandum and articles of association, as amended and restated from
time to time. A shareholder has the right to seek damages if a duty owed by our directors is breached.



Terms of Directors and Executive Officers



One-third of our directors for the time being
(or, if the number of our directors is not a multiple of three, the number nearest to but not greater than one-third) will retire
from office by rotation at each annual general meeting. However, the chairman of our board of directors will not be subject to
retirement by rotation or be taken into account in determining the number of our directors to retire in each year. A director will
be removed from office automatically if, among other things, the director (i) becomes bankrupt or makes any arrangement or
composition with his creditors, or (ii) dies or is found by our company to be or becomes of unsound mind. Our officers are
appointed by and serve at the discretion of the board of directors.





106













Employment Agreements



We have entered into employment agreements
with each of our executive officers. These employment agreements became effective on the signing date and will remain effective
for three years after our initial public offering unless they are terminated for cause by either party. We may terminate an executive
officer’s employment for cause, at any time, without prior notice or remuneration, for certain acts of the officer, including,
but not limited to, failure to satisfy our job requirements during the probation period, a material violation of our regulations,
failure to perform agreed duties, embezzlement that causes material damage to us, or conviction of a crime. An executive officer
may terminate his or her employment for cause at any time, including, but not limited to, our failure to pay remuneration and benefits
or to provide a safe working environment pursuant to the employment agreement, or our engagement in deceptive or coercive conduct
that causes him or her to sign the agreement. If an executive officer breaches any terms of the agreement, which leads to results,
including, but not limited to, termination of the agreement, resignation without notice, or failure to complete resignation procedures
within the stipulated period, he or she shall be responsible for our economic losses and shall compensate us for such losses. We
may renew the employment agreements with our executive officers.





|D. | Employees
|-- | ---------



As of December 2009, 2010 and 2011, we had
a total of 2,640, 6,735 and 7,941 employees, respectively. Substantially all of these employees are located in China with a small
portion of employees based in the U.S., Europe and other countries and regions. The following table sets forth the number of our
employees categorized by main category of activities and as a percentage of our workforce as of dates indicated:



|                              |  | As of December 31, |      
|----------------------------- |  | ------------------ | -----
|                              |  | 2009               |      
|Manufacturing and engineering |  |                    | 2,005
|General and administration    |  |                    | 190  
|Quality control               |  |                    | 241  
|Research and development      |  |                    | 43   
|Purchasing and logistics      |  |                    | 95   
|Marketing and sales           |  |                    | 66   
|Total                         |  |                    | 2,640



We believe we maintain a good working relationship
with our employees, and we have not experienced any labor disputes or any difficulty in recruiting staff for our operations. Our
employees are not covered by any collective bargaining agreement. In line with the expansion of our operations, we plan to hire
additional employees, including additional accounting, finance and sales, marketing personnel as well as manufacturing and engineering
employees.







Based on the prevailing local
practice in Jiangxi Province resulting from the discrepancy between national laws and their implementation by local
governments, Jiangxi Jinko did not pay statutory social security benefits, including medical care, injury insurance,
unemployment insurance, maternity insurance and pension benefits, for all of its employees. For similar reasons, Zhejiang
Jinko did not pay statutory social security benefits in Zhejiang Province for all of its employees. We estimate
the aggregate amount of unpaid social security benefits and housing funds to be RMB40.1 million, RMB56.6 million and
RMB118.3 million (US$18.8 million), respectively, as of December 31, 2009, 2010 and 2011. See “Item 3. Key
Information—D. Risk Factors—Risks Related to Doing Business in China—Our failure to make statutory social
welfare and housing funds to our employees could adversely and materially affect our financial condition and results of
operations.”





107









|E. | Share Ownership
|-- | ---------------



The following table sets forth information
with respect to the beneficial ownership of our shares as of the date of this annual report by:



| | • | each of our directors and executive officers; and
| | - | -------------------------------------------------



| | • | each person known to us to own beneficially more than 5.0% of our shares.
| | - | -------------------------------------------------------------------------



|                                                |  |                                    |            |  |   | 
|----------------------------------------------- |  | ---------------------------------- | ---------- |  | - | 
|                                                |  | Ordinary Shares Beneficially Owned |           
|                                                |  | Number                             |            |  | % | 
|Directors and Executive Officers:               |  |                                    |            |  |   | 
|Xiande Li (3)                                   |  |                                    | 22,142,750 |  |   | 
|Kangping Chen (4)                               |  |                                    | 13,285,700 |  |   | 
|Xianhua Li (5)                                  |  |                                    | 8,857,100  |  |   | 
|Wing Keong Siew                                 |  |                                    | —          |  |   | 
|Haitao Jin                                      |  |                                    | —          |  |   | 
|Zibin Li                                        |  |                                    | *          |  |   | 
|Steven Markscheid                               |  |                                    | *          |  |   | 
|Longgen Zhang **                                |  |                                    | 2,073,200  |  |   | 
|Arturo Herrero                                  |  |                                    | *          |  |   | 
|All Directors and Executive Officers as a group |  |                                    | 44,285,550 |  |   | 
|Principal Shareholders:                         |  |                                    |            |  |   | 
|Brilliant Win Holdings Limited (3)              |  |                                    | 22,142,750 |  |   | 
|Yale Pride Limited (4)                          |  |                                    | 13,285,700 |  |   | 
|Peaky Investments Limited (5)                   |  |                                    | 8,857,100  |  |   | 










| | * | Upon exercise of all share options, would beneficially own less than 1.0%
of our then outstanding shares.
| | - | ---------------------------------------------------------------------------------------------------------

| | ** | The outstanding shares will be beneficially owned upon
exercise of all options.
| | -- | -------------------------------------------------------------------------------

| | (1) | Beneficial ownership is determined
in accordance with Rule 13d-3 of the General Rules and Regulations under the Exchange Act, and includes voting or investment power with respect to the securities.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | The percentage of beneficial ownership is calculated by dividing the number
of shares beneficially owned by such person or group by 89,026,258 ordinary shares, being the number of shares outstanding as of
the date of this annual report.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





108











| | (3) | Represents 22,142,750 ordinary shares held by Brilliant Win Holdings Limited,
a British Virgin Islands company which is wholly owned by HSBC International Trustee Limited in its capacity as trustee of an irrevocable
trust constituted under the laws of the Cayman Islands, with Xiande Li as the settlor and Yixuan Li, daughter of Xiande Li and
Cypress Hope Limited, a British Virgin Islands company wholly owned by Xiande Li, as the beneficiaries. The trust was established
for the purposes of Xiande Li's wealth management and family succession planning. HSBC International Trustee Limited as trustee
of the irrevocable trust will indirectly hold the shares of Brilliant Win Holdings Limited which in turn holds our ordinary shares.
HSBC International Trustee Limited is a professional trustee company wholly owned by HSBC Holdings plc, a public company and is
ultimately controlled by the board of directors of HSBC Holdings plc which is answerable to the shareholders of HSBC Holdings plc.
Xiande Li is the sole director of Brilliant Win Holdings Limited and as such has the power to vote and dispose of the ordinary
shares held by Brilliant Win Holdings Limited, subject to the powers of HSBC International Trustee Limited as trustee. Therefore,
Xiande Li is the beneficial owner of all our ordinary shares held by Brilliant Win Holdings Limited. The beneficiaries are also
beneficial owners of our ordinary shares held by Brilliant Win Holdings Limited. The registered address of Brilliant Win Holdings
Limited is Quastisky Building, PO Box 4389, Road Town, Tortola, British Virgin Islands. Mr. Li is a brother of Mr. Xianhua
Li and the brother-in-law of Mr. Kangping Chen.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Represents 13,285,700 ordinary shares held by Yale Pride Limited, a British
Virgin Islands company which is wholly owned by HSBC International Trustee Limited in its capacity as trustee of an irrevocable
trust constituted under the laws of the Cayman Islands, with Kangping Chen as the settlor and Min Liang, Dong Chen, Xuanle Chen
and Xiaoxuan Chen, all of whom are family members of Kangping Chen, and Charming Grade Limited, a British Virgin Islands company
wholly owned by Kangping Chen, as the beneficiaries. The trust was established for the purposes of Kangping Chen's wealth management
and family succession planning. HSBC International Trustee Limited as trustee of the irrevocable trust will indirectly hold the
shares of Yale Pride Limited which in turn holds our ordinary shares. HSBC International Trustee Limited is a professional trustee
company wholly owned by HSBC Holdings plc, a public company and is ultimately controlled by the board of directors of HSBC Holdings
plc which is answerable to the shareholders of HSBC Holdings plc. Kangping Chen is the sole director of Yale Pride Limited and
as such has the power to vote and dispose of the ordinary shares held by Yale Pride Limited, subject to the powers of HSBC International
Trustee Limited as trustee. Therefore, Kangping Chen is the beneficial owner of all our ordinary shares held by Yale Pride Limited.
The beneficiaries are also beneficial owners of our ordinary shares held by Yale Pride Limited. The registered address of Yale
Pride Limited is Quastisky Building, PO Box 4389, Road Town, Tortola, British Virgin Islands. Mr. Chen is the brother-in-law
of Mr. Xiande Li.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | Represents 8,857,100 ordinary shares held by Peaky Investments Limited,
a British Virgin Islands company which is wholly owned by HSBC International Trustee Limited in its capacity as trustee of an irrevocable
trust constituted under the laws of the Cayman Islands, with Xianhua Li as the settlor and Jianfen Sheng, Sheng Li and Muxin Li,
all of whom are family members of Xianhua Li, and Talent Galaxy Limited, a British Virgin Islands company wholly owned by Xianhua
Li, as the beneficiaries. The trust was established for the purposes of Xianhua Li's wealth management and family succession planning.
HSBC International Trustee Limited as trustee of the irrevocable trust will indirectly hold the shares of Peaky Investments Limited
which in turn holds our ordinary shares. HSBC International Trustee Limited is a professional trustee company wholly owned by HSBC
Holdings plc, a public company and is ultimately controlled by the board of directors of HSBC Holdings plc which is answerable
to the shareholders of HSBC Holdings plc. Xianhua Li is the sole director of Peaky Investments Limited and as such has the power
to vote and dispose of the ordinary shares held by Peaky Investments Limited, subject to the powers of HSBC International Trustee
Limited as trustee. Therefore, Xianhua Li is the beneficial owner of all our ordinary shares held by Peaky Investments Limited.
The beneficiaries are also beneficial owners of our ordinary shares held by Peaky Investments Limited. The registered address of
Peaky Investments Limited is Quastisky Building, PO Box 4389, Road Town, Tortola, British Virgin Islands. Mr. Li is a brother
of Mr. Xiande Li.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------









109









Our ADSs are traded on the NYSE and brokers
or other nominees may hold ADSs in "street name" for customers who are the beneficial owners of the ADSs. As a result,
we may not be aware of each person or group of affiliated persons who beneficially own more than 5.0% of our common stock.



As of the
date of this annual report, 89,026,258 of our shares are issued and outstanding (excluding
the 1,623,472 ordinary shares issued to the depositary and reserved for future grants under our 2009 Long Term Incentive
Plan), including 38,791,548 ordinary shares represented by 9,697,887 ADSs issued by the depositary. As of the date of this
annual report, we have one record shareholder in the United States.



None of our shareholders has different voting
rights from other shareholders as of the date of this annual report. We are currently not aware of any arrangement that may, at
a subsequent date, result in a change of control of our company.



|ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
|------- | -------------------------------------------------



|A. | Major Shareholders
|-- | ------------------



Please refer to "Item 6. Directors, Senior
Management and Employees—E. Share Ownership."



|B. | Related Party Transactions
|-- | --------------------------



Related party balances



The following table sets forth the outstanding amounts due from/to
related parties as of December 31, 2010 and 2011:



|                                                                                                                                                                                                                        |  | As of December 31, |        
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | -------
|                                                                                                                                                                                                                        |  | 2010               |        
|                                                                                                                                                                                                                        |  | RMB                |        
|Accounts receivable, net- a related party:                                                                                                                                                                              |  |                    |        
|Accounts receivable from subsidiaries of ReneSola Ltd. ("ReneSola," controlled by an immediate family member of the principal shareholders and directors of the Company, who are the executive officers of the Company) |  |                    | 100,382
|Other receivables- related parties:                                                                                                                                                                                     |  |                    |        
|Travelling advances to executive directors who are also shareholders                                                                                                                                                    |  |                    | 399,444
|                                                                                                                                                                                                                        |  |                    |        
|Total                                                                                                                                                                                                                   |  |                    | 499,826
|                                                                                                                                                                                                                        |  |                    |        
|Accounts payables due to a related party                                                                                                                                                                                |  |                    |        
|Accounts payable due to a subsidiary of ReneSola                                                                                                                                                                        |  |                    | —      
|Other payables due to a related party                                                                                                                                                                                   |  |                    |        
|Other payables to Jiangxi Desun for leasing of land and buildings                                                                                                                                                       |  |                    | —      
|                                                                                                                                                                                                                        |  |                    |        
|Total                                                                                                                                                                                                                   |  |                    | —      



Note: Balances due to related parties are interest-free, not
collateralized, and have no definitive repayment terms.





110









Related party transactions



For the year ended December 31, 2011, we derived revenues
of RMB32.6 million (US$5.2 million) from sales of products and provision of processing services to subsidiaries of ReneSola.



For the year ended December 31, 2011, a subsidiary of ReneSola
purchased RMB44.5 million (US$7.1 million) of raw materials from us.



On January 1, 2008, Jiangxi Desun and Jiangxi
Jinko entered into an operating lease agreement pursuant to which Jiangxi Desun leased its buildings and land use rights to
Jiangxi Jinko for a ten-year period from January 1, 2008 to December 31, 2017. For the year ended December 31,
2011, Jiangxi Jinko paid RMB1.1 million in rent to Jiangxi Desun.



During the year ended December 31, 2011, Xiande Li, Kangping
Chen and Xianhua Li provided guarantees for the our several short-term and long-term bank borrowings. As of December 31, 2011,
the balances of short-term borrowings guaranteed by Xiande Li, Kangping Chen and Xianhua Li were RMB244.0 million (US$48.2 million)
and the balances of long-term borrowings guaranteed by Xiande Li, Kangping Chen and Xianhua Li were RMB80.0 million (US$12.7 million).



During the year ended December 31, 2011, Jiangxi
Desun provided its land use rights and buildings as collateral for securing a short-term bank borrowings of RMB17.0 million
(US$2.7 million) of us.



Employment Agreements



See “Item 6. Directors, Senior Management and Employees—C.
Board Practices” for details regarding employment agreements with our senior executive officers.



Share Incentives



See “Item 6. Directors, Senior Management and Employees—B.
Compensation of Directors and Executive Officers” for a description of share options and stock purchase rights we have granted
to our directors, officers and other individuals as a group.



|C. | Interests of Experts and Counsel
|-- | --------------------------------



Not applicable.



|ITEM 8. | FINANCIAL INFORMATION
|------- | ---------------------



|A. | Consolidated Statements and Other Financial Information
|-- | -------------------------------------------------------



We have appended consolidated financial statements
filed as part of this annual report.





111









Legal and Administrative Proceedings



On October 19, 2011, the Coalition for American
Solar Manufacturing (the “CASM”), which is made up of seven solar power product manufacturers in the United States and led
by SolarWorld Industries America Inc., filed a broad trade case at the United States Commerce Department (the “U.S. Commerce
Department”) against the Chinese solar industry, accusing it of using billions of dollars in government subsidies to help
gain sales in the U.S. market and seeking tariffs of more than 100% of the wholesale price of solar panels from China (the “Filing”).
JinkoSolar is on the list of the solar companies subject to investigation by the U.S. Commerce Department. On November 9, 2011,
the U.S. Commerce Department announced that it launched an anti-dumping and countervailing duty investigation into the alleged
unfair practices by the PRC government in support of its domestic solar photovoltaic industry, in response to the Filing brought
by CASM (the “Investigation”). We filed our response to the Investigation with the U.S. Commerce Department on November
29, 2011. Subsequently, we duly filed the separate rate application with U.S. Commerce Department on January 19, 2012. In March
2012, the U.S. Commerce Department announced a preliminary decision to impose countervailing duties between 2.9% and 4.73% on Chinese
solar panels, Suntech and Trina Solar will be subject to countervailing duties at the rate of 2.9% and 4.73%, respectively, while
the other Chinese solar module vendors including JinkoSolar will be subject to countervailing duties at the rate of 3.59%. The
countervailing duties will be retroactive by 90 days from March 26, 2012 only if both the U.S. International Trade Commission and the U.S. Commerce Department ultimately
find the critical circumstances exist. The U.S. Commerce Department expects to make final decision
on countervailing duties in June 2012. A preliminary decision on the anti-dumping investigation is scheduled on May 16, 2012.



On October 11, 2011,
JinkoSolar was named as a defendant in a putative shareholder class action lawsuit filed in the United States District Court
for the Southern District of New York captioned Marco Peters v. JinkoSolar Holding Co., Ltd., et al., Case No. 11-CV-7133
(S.D.N.Y.) (the “U.S. Securities Action”). In addition to JinkoSolar, the complaint also names as defendants
Xiande Li, Kangping Chen, Xianhua Li, Wing Koen Siew, Haitao Jin, Zibin Li, Stephen Markscheid, Longgen Zhang (the
“Individual Defendants”), and the underwriters ofour initial public offering in May 2010. The plaintiff
in the U.S. Securities Action seeks to represent a class of all purchasers and acquirers of ADSs of JinkoSolar between May
13, 2010 and September 21, 2011, inclusive. The plaintiff alleges that the defendants violated Sections 11 and 12(a)(2) of
the Securities Act and Section 10(b) of the Exchange Act by making material misstatements or failing to disclose material
information regarding, among other things, JinkoSolar’s compliance with environmental regulations at its Haining
facility. The complaint also asserts claims against the Individual Defendants for control person liability under Section 15
of the Securities Act and Section 20(a) of the Exchange Act. The complaint seeks, among other things, certification of the
putative class, unspecified compensatory damages (including interest), and costs and expenses incurred in the action. On
March 19, 2012, the court entered an order appointing lead plaintiffs in the U.S. Securities Action. On April 2, 2012, the
court directed lead plaintiffs to file an amended complaint on or before May 30, 2012. The deadline for defendants to move,
answer or otherwise respond to the amended complaint is July 30, 2012.





On December 20, 2010, Zhejiang Global Photovoltaic Technology
Co., Ltd., or Zhejiang Global, one of our customers, filed an action in Shaoxing People’s Court, Zhejiang Province against
Zhejiang Jinko for the late delivery of products and claimed late charges of RMB14 million and the return of advances paid by Zhejiang
Global to Zhejiang Jinko of RMB5 million. On April 20, 2011, Shaoxing People’s Court ruled in favor of Zhejiang Global that
Zhejiang Jinko must pay the late charge of RMB12 million and return the advances of RMB4.8 million to Zhejiang Global. On May 30,
2011, Zhejiang Jinko filed an appeal to the Shaoxing Intermediate People’s Court, Zhejiang Province. On December 15, 2011,
Shaoxing Intermediate People’s Court upheld the judgment of the lower court.





112









On March 9, 2011, Jiangsu Yangsheng Energy Technology Co., Ltd.,
or Jiangsu Yangsheng, one of our customers, filed an action in Haining People’s Court, Zhejiang Province against Zhejiang
Jinko for the return of prepayment of RMB8 million and the accrued interest of RMB74,667 due to the delayed return of prepayment.
The case was subsequently referred to the Jiaxing Intermediate People’s Court. On February 20, 2012, Jiaxing Intermediate
People’s Court ruled in favor of Zhejiang Jinko for lack of contractual relationship between Jiangsu Yansheng and Zhejiang
Jinko. On March 6, 2012, Jiangsu Yangsheng filed an appeal to the Zhejiang High People’s Court, Zhejiang Province. As of
the date of this annual report, this suit is still pending.



Other than as disclosed above, we are currently not a party
to any other material legal or administrative proceedings, and we are not aware of any other material legal or administrative proceedings
threatened against us. We may from time to time become a party to various legal or administrative proceedings arising in the ordinary
course of our business.



Dividend Policy and Dividend Distribution



We have never declared or paid dividends,
nor do we have any present plan to pay any cash dividends on our ordinary shares in the foreseeable future. We currently intend
to retain our available funds and any future earnings to operate and expand our business.



We are a holding company incorporated in the
Cayman Islands. We rely principally on dividends paid to us by our wholly-owned operating subsidiaries in China, Jiangxi Jinko
and Zhejiang Jinko, to fund the payment of dividends, if any, to our shareholders. PRC regulations currently permit our PRC subsidiaries
to pay dividends only out of their retained profits, if any, as determined in accordance with PRC accounting standards and regulations.
In addition, our PRC subsidiaries are required to set aside a certain amount of their retained profits each year, if any, to fund
certain statutory reserves. These reserves may not be distributed as cash dividends. Furthermore, when Jiangxi Jinko, Zhejiang
Jinko or JinkoSolar Technology incurs debt on its own behalf, the instruments governing the debt may restrict its ability to pay
dividends or make other distributions to us.



Subject to our memorandum and articles of
association and applicable laws, our board of directors has complete discretion on whether to pay dividends, subject to the approval
of our shareholders. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our
future operations and earnings, capital requirements and surplus, general financial conditions, contractual restrictions and other
factors that the board of directors may deem relevant. If we pay any dividends, we will pay our ADS holders to the same extent
as holders of our shares, subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. Cash
dividends on our ADSs, if any, will be paid in U.S. dollars.







The principal regulations governing distribution
of dividends paid by wholly foreign owned enterprises include:



| | • | Wholly Foreign Owned Enterprise Law (1986), as amended; and
| | - | -----------------------------------------------------------



| | • | Wholly Foreign Owned Enterprise Law Implementation Rules (1990), as amended.
| | - | ----------------------------------------------------------------------------





113









Under these regulations, foreign-invested
enterprises in China may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting
standards and regulations. In addition, a wholly foreign owned enterprise in China is required to set aside at least 10.0% of their
after-tax profit based on PRC accounting standards each year to its general reserves until the accumulative amount of such reserves
reach 50.0% of its registered capital. These reserves are not distributable as cash dividends. A foreign invested enterprise has
the discretion to allocate a portion of its after-tax profits to staff welfare and bonus funds and expansion funds, which may not
be distributed to equity owners except in the event of liquidation.



|B. | Significant Changes
|-- | -------------------



Except as disclosed elsewhere in this annual
report, we have not experienced any significant changes since the date of our audited consolidated financial statements included
in this annual report.



|ITEM 9. | THE OFFER AND LISTING
|------- | ---------------------



|A. | Offering and Listing Details
|-- | ----------------------------



Our ADSs, each representing four of our ordinary
shares, have been listed on the NYSE since May 14, 2010. Our ADSs trade under the symbol "JKS." For the period from
May 14, 2010 to December 31, 2011, the trading price of our ADSs on the NYSE has ranged from US$4.55 to US$41.75 per
ADS. The following table provides the high and low market prices for our ADSs on the NYSE.



|                                        |  | Price per ADS |      
|--------------------------------------- |  | ------------- | -----
|                                        |  | High          |      
|                                        |  | (US$)         |      
|Annual highs and lows                   |  |               |      
|2010 (from May 14, 2010)                |  |               | 41.75
|2011                                    |  |               | 32.21
|Quarterly highs and lows                |  |               |      
|Second Quarter 2010 (from May 14, 2010) |  |               | 11.40
|Third Quarter 2010                      |  |               | 33.53
|Fourth Quarter 2010                     |  |               | 41.75
|First Quarter 2011                      |  |               | 32.21
|Second Quarter 2011                     |  |               | 28.99
|Third Quarter 2011                      |  |               | 27.30
|Fourth Quarter 2011                     |  |               | 9.88 
|First Quarter 2012                      |  |               | 10.20
|Monthly highs and lows                  |  |               |      
|October 2011                            |  |               | 9.88 
|November 2011                           |  |               | 9.00 
|December 2011                           |  |               | 6.40 
|January 2012                            |  |               | 7.71 
|February 2012                           |  |               | 10.20
|March 2012                              |  |               | 7.49 
|April 2012 (through April 17, 2012)     |  |               | 6.09 





114









|B. | Plan of Distribution
|-- | --------------------



Not Applicable.



|C. | Markets
|-- | -------



Our ADSs, each representing four of our ordinary
shares, have been listed on the NYSE since May 14, 2010 under the symbol "JKS."



|D. | Selling Shareholders
|-- | --------------------



Not Applicable.



|E. | Dilution
|-- | --------



Not Applicable.



|F. | Expenses of the Issue
|-- | ---------------------



Not Applicable.



|ITEM 10. | ADDITIONAL INFORMATION
|-------- | ----------------------



|A. | Share Capital
|-- | -------------



Not Applicable.







|B. | Memorandum and Articles of Association
|-- | --------------------------------------



We incorporate by reference into this annual
report the description of our amended and restated memorandum of association contained in our F-1 registration statement (File
No. 333-164432), as amended, initially filed with the Commission on February 9, 2010. Our shareholders adopted our amended
and restated memorandum and articles on January 8, 2010 and effective upon completion of our initial public offering of common
shares represented by our ADSs.





115









|C. | Material Contracts
|-- | ------------------



We have not entered into any material contracts
other than in the ordinary course of business and other than those described in “Item 4. Information on the Company”
or elsewhere in this annual report.



|D. | Exchange Controls
|-- | -----------------



See "Item 4. Information on the Company—B.
Business Overview—Regulation— Foreign Currency Exchange" and “— Dividend Distribution.”



|E. | Taxation
|-- | --------



The following summary of the material Cayman
Islands, Hong Kong, PRC and United States federal income tax consequences of an investment in our ADSs or ordinary shares is based
upon laws and relevant interpretations thereof in effect as of the date of this annual report, all of which are subject to change.
This summary does not deal with all possible tax consequences relating to an investment in our ADSs or ordinary shares, such as
the tax consequences under United States state or local tax laws, or tax laws of jurisdictions other than the Cayman Islands, Hong
Kong, PRC and the United States.



Cayman Islands Taxation



The Cayman Islands currently levy no taxes
on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance
tax or estate duty. No Cayman Islands stamp duty will be payable unless an instrument is executed in, brought to, or produced before
a court of the Cayman Islands. The Cayman Islands are not parties to any double tax treaties that are applicable to any payments
made to or by our company. There are no exchange control regulations or currency restrictions in the Cayman Islands.



Hong Kong Taxation



The following is a summary of the material
Hong Kong tax consequences of the ownership of the ADSs by an investor that purchases such ADSs in the public offering and either
holds the ADSs (and recognizes gains on a mark-to-market basis for accounting purposes) or resells the ADSs. This summary does
not purport to address all possible tax consequences of the ownership of the ADSs, and does not take into account the specific
circumstances of any particular investors (such as tax-exempt entities, certain insurance companies, broker-dealers etc.), some
of which may be subject to special rules. This summary is based on the tax laws of Hong Kong as in effect on the date of this annual
report.







Hong Kong Profits Tax



Hong Kong profits tax would only apply if
the investor is carrying on a trade, profession or business in Hong Kong and derives a Hong Kong sourced trading profit (as opposed
to a capital gain) from the trading of the ADSs. The profits tax rate applicable to individuals for year of assessment 2010/11
is a maximum average rate of 15%. The profits tax rate applicable to companies for year of assessment 2010/11 is 16.5%.



Trades of the ADSs executed on the New York
Stock Exchange would generally be considered to be effected in the United States and therefore any profits on disposal would be
considered to be non-Hong Kong sourced and hence not subject to Hong Kong tax. This general principle may not apply to the trading
profits of certain investors due to the nature of their business (e.g., insurances companies) or the way their transaction is arranged
(e.g., off exchange transactions).





116









Dividends Received on ADSs



According to the current tax practice of the
Hong Kong Inland Revenue Department, dividends paid by us on ADSs would not be subject to any Hong Kong tax, even if received by
investors in Hong Kong.



Capital Gains From the Sale of ADSs



There is no tax on capital gains in Hong Kong.
If the investor is carrying on a business in Hong Kong and derives Hong Kong source profits from the holding or disposal of the
ADSs, such gains will not be taxable if they constitute capital gains. Whether gains are on capital account or trading account
is an issue that depends on the facts of each individual case. The onus will be on the investor to prove that the gains are
capital in nature.



Stamp Duty



No Hong Kong stamp duty is payable on the
purchase and sale of the ADSs.



People's Republic of China Taxation



See "Item 4. Information on the Company—B.
Business Overview—Regulation—Tax".



U.S. Federal Income Taxation



Introduction



The following discussion, subject to the qualifications
herein, is the opinion of Baker & McKenzie LLP, our U.S. counsel, on the material U.S. federal income tax consequences
of the purchase, ownership and disposition of the ordinary shares or ADSs (evidenced by ADRs) by U.S. Holders (as defined below).
This discussion applies only to U.S. Holders that purchase the ordinary shares or ADSs in the public offering and hold the ordinary
shares or ADSs as capital assets. This discussion is based on the Internal Revenue Code of 1986, as amended (the "Code"),
Treasury regulations promulgated thereunder, and administrative and judicial interpretations thereof, all as in effect on the date
hereof and all of which are subject to change, possibly with retroactive effect, or to different interpretation. This discussion
is also based in part on representations by the depositary and assumes that each obligation under the deposit agreement and any
related agreement will be performed in accordance with its terms. This discussion does not address all of the tax considerations
that may be relevant to specific U.S. Holders in light of their particular circumstances or to U.S. Holders subject to special
treatment under U.S. federal income tax law (such as banks, other financial institutions, insurance companies, tax-exempt entities,
retirement plans, regulated investment companies, partnerships, dealers in securities, brokers, U.S. expatriates, persons subject
to the alternative minimum tax, persons who have acquired the shares or ADSs as part of a straddle, hedge, conversion transaction
or other integrated investment, persons that have a "functional currency" other than the U.S. dollar or persons that
own (or are deemed to own) 10% or more (by voting power) of our stock). If a partnership holds ordinary shares or ADSs, the consequences
to a partner will generally depend upon the status of the partner and upon the activities of the partnership. A partner of a partnership
holding ordinary shares or ADSs should consult its own tax advisor regarding the U.S. tax consequences of its investment in the
ordinary shares or ADSs through the partnership. This discussion does not address any U.S. state or local or non-U.S. tax considerations
or any U.S. federal estate, gift or alternative minimum tax considerations.





117











As used in this discussion, the term "U.S.
Holder" means a beneficial owner of the ordinary shares or ADSs that is, for U.S. federal income tax purposes, (i) an
individual who is a citizen or resident of the United States, (ii) a corporation, or other entity classified as a corporation
for U.S. federal income tax purposes, created or organized in or under the laws of the United States or of any state or political
subdivision thereof or therein, including the District of Columbia, (iii) an estate, the income of which is subject to U.S.
federal income tax regardless of the source thereof, or (iv) a trust with respect to which a court within the United States
is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all
of its substantial decisions, or certain electing trusts that were in existence on August 19, 1996 and were treated as domestic
trusts on that date.



In general, for U.S. federal income tax purposes,
a U.S. Holder of an ADS will be treated as the owner of the ordinary shares represented by the ADSs and exchanges of ordinary shares
for ADSs, and ADSs for ordinary shares, will not be subject to U.S. federal income tax.



The U.S. Treasury has expressed concerns that
intermediaries in the chain of ownership between the holder of an ADS and the issuer of the security underlying the ADS may be
taking actions that are inconsistent with the claiming of foreign tax credits for U.S. Holders of ADSs. Such actions would also
be inconsistent with the claiming of the reduced rate of tax, described below, applicable to dividends received by certain non-corporate
holders. Accordingly, the analysis of the creditability of PRC taxes and the availability of the reduced tax rate for dividends
received by certain non-corporate holders, each described below, could be affected by actions taken by intermediaries in the chain
of ownership between the holder of an ADS and our company.



PROSPECTIVE INVESTORS SHOULD CONSULT THEIR
TAX ADVISORS AS TO THE PARTICULAR TAX CONSIDERATIONS APPLICABLE TO THEM RELATING TO THE PURCHASE, OWNERSHIP AND DISPOSITION OF
THE ORDINARY SHARES OR ADSs, INCLUDING THE APPLICABILITY OF U.S. FEDERAL, STATE AND LOCAL TAX LAWS OR NON-U.S. TAX LAWS, ANY CHANGES
IN APPLICABLE TAX LAWS AND ANY PENDING OR PROPOSED LEGISLATION OR REGULATIONS.



Dividends



Subject to the discussion below under "—
Passive Foreign Investment Company," the gross amount of any distribution made by us on the ordinary shares or ADSs generally
will be treated as a dividend includible in the gross income of a U.S. Holder as ordinary income to the extent of our current or
accumulated earnings and profits, as determined under U.S. federal income tax principles, when received by the U.S. Holder, in
the case of ordinary shares, or when actually or constructively received by the Depositary, in the case of ADSs. To the extent
the amount of such distribution exceeds our current and accumulated earnings and profits as so computed, it will be treated first
as a non-taxable return of capital to the extent of such U.S. Holder's adjusted tax basis in such ordinary shares or ADSs and,
to the extent the amount of such distribution exceeds such adjusted tax basis, will be treated as gain from the sale of such ordinary
shares or ADSs. We, however, may not calculate earnings and profits in accordance with U.S. tax principles. In this case, all distributions
by us to U.S. Holders will generally be treated as dividends.





118











Certain dividends received by non-corporate
U.S. Holders, including individuals, in taxable years beginning before January 1, 2013, generally will be subject to a maximum
income tax rate of 15%. This reduced income tax rate is applicable to dividends paid by "qualified foreign corporations"
and only with respect to ordinary shares or ADSs held for a minimum holding period of at least 61 days during a specified 121-day
period, and if certain other conditions are met. We should be a qualified foreign corporation because our ADSs are listed on the
NYSE. Accordingly, subject to the conditions described above and the discussions below under "— Passive Foreign Investment
Company," dividends paid by us generally will be eligible for the reduced income tax rate. A qualified foreign corporation
also includes a foreign corporation that is eligible for the benefits of an income tax treaty with the United States, which the
Secretary of the United States Treasury has determined is satisfactory for purposes of the reduced rate and which includes an exchange
of information program. The Secretary of the United States Treasury has determined that the United States income tax treaty with
China satisfies these requirements. In the event that we are deemed to be a PRC resident enterprise under the CIT Law and if we
are eligible for the benefits of the income tax treaty between the United States and China, dividends we pay on the ordinary shares,
regardless of whether such shares are represented by ADSs, would be subject to a maximum income tax rate of 15% (subject to the
general conditions for the reduced tax rate on dividends described above). Dividends paid by us will not be eligible for the "dividends
received" deduction generally allowed to corporate shareholders with respect to dividends received from U.S. corporations.



The U.S. Treasury Department has announced
its intention to promulgate rules pursuant to which U.S. Holders of the ordinary shares or ADSs and intermediaries through whom
such ordinary shares or ADSs are held will be permitted to rely on certifications from issuers to establish that dividends are
treated as qualified dividends. Because such rules have not yet been issued, it is not clear whether we will be in a position to
comply with them. U.S. Holders should consult their own tax advisors regarding the availability of the reduced dividend tax rate
in the light of their particular circumstances.



Dividends paid by us will constitute income
from sources outside the United States of U.S. foreign tax credit limitation purposes and will be categorized as "passive
category income" or, in the case of certain U.S. Holders, as "general category income" for U.S. foreign tax credit
purposes. In the event that we are deemed to be a PRC resident enterprise under the CIT law, PRC withholding taxes may be imposed
on dividends paid with respect to the ordinary shares or ADSs, and, subject to certain conditions and limitations, such PRC withholding
taxes may be treated as foreign taxes eligible for credit against your U.S. federal income tax liability. In certain circumstances,
however, if U.S. Holders have held the ADSs or ordinary shares for less than a specified minimum period during which such U.S.
Holders are not protected from risk of loss, or are obligated to make payments related to the dividends, such U.S. Holders will
not be allowed a foreign tax credit for any PRC withholding taxes imposed on dividends paid on the ADSs or ordinary shares. The
rules relating to the U.S. foreign tax credit are complex. U.S. Holders should consult their own tax advisors regarding the availability
of a foreign tax credit in their particular circumstance.



A distribution of additional ordinary shares
or ADSs to U.S. Holders with respect to their ordinary shares or ADSs that is made as part of a pro rata distribution to all shareholders
generally will not be subject to U.S. federal income tax.



Sale or Other Disposition of Ordinary
Shares or ADSs







Subject to the discussion below under "—
Passive Foreign Investment Company," a U.S. Holder generally will recognize gain or loss for U.S. federal income tax purposes
upon a sale or other disposition of the ordinary shares or ADSs in an amount equal to the difference between the amount realized
from such sale or disposition and the U.S. Holder's adjusted tax basis in such ordinary shares or ADSs. Such gain or loss generally
will be a capital gain or loss and will be long-term capital gain (taxable at a reduced rate for non-corporate U.S. Holders, including
individuals) or loss if, on the date of sale or disposition, such ordinary shares or ADSs were held by such U.S. Holder for more
than one year. The deductibility of capital losses is subject to significant limitations. Any gain or loss on the sale or disposition
will be treated as U.S. source income or loss for U.S. foreign tax credit limitation purposes. However, in the event that we are
deemed to be a PRC "resident enterprise" under the PRC tax law, a U.S. Holder may be eligible for the benefits of the
income tax treaty between the United States and the PRC. Under that treaty, if any PRC tax was to be imposed on any gain from the
disposition of the ADSs or ordinary shares, the gain may be treated as PRC-source income. U.S. Holders are urged to consult their
tax advisors regarding the tax consequences if a foreign withholding tax is imposed on a disposition of ADSs or ordinary shares,
including the availability of the foreign tax credit under their particular circumstances.





119









Passive Foreign Investment Company



Based on the composition of our assets and
income, we believe that we were not a PFIC for U.S. federal income tax purposes with respect to our 2011 taxable year and we do
not intend or anticipate becoming a PFIC for 2012 or any future taxable year. The determination of PFIC status is a factual determination
that must be made annually at the close of each taxable year. Because PFIC status is a factual determination based on actual results
for the entire taxable year, our U.S. counsel expresses no opinion with respect to our PFIC status and expresses no opinion with
respect to our expectations contained in this paragraph. Changes in the nature of our income or assets, the manner and rate at
which we spend the net proceeds of public offering to be received by us, or a decrease in the trading price of the ordinary shares
or ADSs may cause us to be considered a PFIC in the current or any subsequent year. However, as noted above, there can be no certainty
in this regard until the close of the 2012 taxable year.



In general, a non-U.S. corporation will be
treated as a PFIC for U.S. federal income tax purposes in any taxable year in which either (i) at least 75% of its gross income
is "passive income" or (ii) on average at least 50% of the value of its assets is attributable to assets that produce
passive income or are held for the production of passive income. Passive income for this purpose generally includes, among other
things, dividends, interest, royalties, rents and gains from commodities and securities transactions. Passive income does not include
rents and royalties derived from the active conduct of a trade or business. If we own at least 25% (by value) of the stock of another
corporation, we will be treated, for purposes of the PFIC tests, as owning our proportionate share of the other corporation's assets
and receiving our proportionate share of the other corporation's income.



If we are a PFIC in any year during which
a U.S. Holder owns the ordinary shares or ADSs, such U.S. Holder may experience certain adverse tax consequences. Such U.S. Holder
could be liable for additional taxes and interest charges upon i) distributions received by the U.S. Holder on our ordinary shares
or ADSs during the year, but only to the extent that the aggregate of the distributions for the taxable year exceeds 125% of the
average amount of distributions received by the U.S. Holder in the preceding three years, or (ii) upon a sale or other disposition
of the ordinary shares or ADSs at a gain, whether or not we continue to be a PFIC (each an "excess distribution"). The
tax will be determined by allocating the excess distribution ratably to each day of the U.S. Holder's holding period. The amount
allocated to the current taxable year and any taxable year with respect to which we were not a PFIC will be taxed as ordinary income
(rather than capital gain) earned in the current taxable year. The amount allocated to other taxable years will be taxed at the
highest marginal rates applicable to ordinary income for such taxable years and, in addition, an interest charge will be imposed
on the amount of such taxes.







These adverse tax consequences may be avoided
if the U.S. Holder is eligible to and does elect to annually mark-to-market the ordinary shares or ADSs. If a U.S. Holder makes
a mark-to-market election, such holder will generally include as ordinary income the excess, if any, of the fair market value of
the ADSs or ordinary shares at the end of each taxable year over their adjusted basis, and will be permitted an ordinary loss in
respect of the excess, if any, of the adjusted basis of the ADSs or ordinary shares over their fair market value at the end of
the taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election).
Any gain recognized on the sale or other disposition of the ADSs or ordinary shares will be treated as ordinary income. The mark-to-market
election is available only for "marketable stock," which is stock that is traded in other than de minimis quantities
on at least 15 days during each calendar quarter on a qualified exchange or other market, as defined in the applicable Treasury
regulations. We expect the ADSs to be "marketable stock" because our ADSs are listed on the NYSE, but it is unclear whether
our ordinary shares would be so treated.





120









A U.S. Holder's adjusted tax basis in the
ADSs or ordinary shares will be increased by the amount of any income inclusion and decreased by the amount of any deductions under
the mark-to-market rules. If a U.S. Holder makes a mark-to-market election it will be effective for the taxable year for which
the election is made and all subsequent taxable years unless the ADSs or ordinary shares are no longer regularly traded on a qualified
exchange or the Internal Revenue Service consents to the revocation of the election. U.S. Holders are urged to consult their tax
advisors about the availability of the mark-to-market election, and whether making the election would be advisable in their particular
circumstances.



The above results may also be eliminated if
a US Holder is eligible for and makes a valid qualified electing fund election, or QEF election. If a QEF election is made, such
US Holder generally will be required to include in income on a current basis its pro rata share of its ordinary income and its
net capital gains. We do not intend to prepare or provide the information that would entitle U.S. Holders to make a QEF election.



If we are regarded as a PFIC, a U.S. Holder
of ordinary shares or ADSs must make an annual return containing such information as the secretary of the Treasury may require.
The reduced tax rate for dividend income, as discussed above under "Dividend Policy" is not applicable to a dividend
paid by us if we are a PFIC for either the year the dividend is paid or the preceding year.



Prospective investors should consult their
own tax advisors regarding the U.S. federal income tax consequences of an investment in a PFIC.



Recent Legislation



Recently enacted legislation requires certain
U.S. Holders who are individuals, estates, or trusts to pay a 3.8% tax on, among other things, dividends and capital gains from
the sale or other disposition of shares of common stock for taxable years beginning after December 31, 2012. In addition,
for taxable years beginning after March 18, 2010, recent legislation may require certain U.S. Holders who are individuals
to report information relating to an interest in our ordinary shares, subject to certain exceptions. U.S. Holders are urged to
consult their tax advisers regarding the effect, if any, of this tax legislation on their ownership and disposition of ADSs or
ordinary shares.







Backup Withholding Tax and Information
Reporting Requirements



Dividend payments made to U.S. Holders and
proceeds paid from the sale or other disposition of their ordinary shares or ADSs may be subject to information reporting to the
Internal Revenue Service and, possibly, to U.S. federal backup withholding at a current rate of 28%. Certain exempt recipients
are not subject to these information reporting requirements. Backup withholding will not apply to a U.S. Holder who furnishes a
correct taxpayer identification number and makes any other required certification, or who is otherwise exempt from backup withholding.
U.S. Holders who are required to establish their exempt status generally must provide IRS Form W-9 (Request for Taxpayer Identification
Number and Certification).





121









Backup withholding is not an additional tax.
Amounts withheld as backup withholding may be credited against a U.S. Holder's U.S. federal income tax liability. A U.S. Holder
may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund
with the Internal Revenue Service in a timely manner and furnishing any required information.



Prospective investors should consult their
own tax advisors as to their qualification for an exemption from backup withholding and the procedure for obtaining this exemption.



|F. | Dividends and Paying Agents
|-- | ---------------------------



Not applicable.



|G. | Statement by Experts
|-- | --------------------



Not applicable.



|H. | Documents on Display
|-- | --------------------



We have filed with the SEC registration statements
on Form F-1 (File Number 333-164432 and File Number 333-170146). We also filed with the SEC a related registration statement on
Form F-6 (File Number 333-164523) with respect to the ADSs. We also filed with the SEC a registration statement on Form S-8 (File
Number 333-170693) with respect to our securities to be issued under our 2009 Long Term Incentive Plan, amended and restated as
of January 25, 2010.



We are subject to the periodic reporting and
other informational requirements of the Exchange Act as applicable to foreign private issuers. Under the Exchange Act, we are required
to file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F no later than four
months after the close of each fiscal year, which is December 31. Copies of reports and other information, when so filed with
the SEC, can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Room 1580,
Washington, D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. The
public may obtain information regarding the Washington, D.C. Public Reference Room by calling the Commission at 1-800-SEC-0330.
The SEC also maintains a web site at www.sec.gov that contains reports, proxy and information statements, and other information
regarding registrants that make electronic filings with the SEC using its EDGAR system. As a foreign private issuer, we are exempt
from the rules of the Exchange Act prescribing the furnishing and content of quarterly reports and proxy statements, and our executive
officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained
in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial
statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.







We will furnish JPMorgan Chase Bank, N.A.,
the depositary of our ADSs, with our annual reports, which will include a review of operations and annual audited consolidated
financial statements prepared in conformity with U.S. GAAP, and all notices of shareholders' meetings and other reports and communications
that are made generally available to our shareholders. The depositary will make such notices, reports and communications available
to holders of ADSs and, upon our request, will mail to all record holders of ADSs the information contained in any notice of a
shareholders' meeting received by the depositary from us.





122









|I. | Subsidiary Information
|-- | ----------------------



Not applicable.



|ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|-------- | ----------------------------------------------------------



Inflation



Since our inception, inflation in China has
not materially impacted our results of operations. According to the National Bureau of Statistics of China, inflation as measured
by the consumer price index in China was -0.7%, 3.3% and 5.4% in 2009, 2010 and 2011, respectively.



Commodity Price Risk



The major raw materials used in the production
of our products include virgin polysilicon and recoverable silicon materials. Our average purchase price of recoverable silicon
materials decreased by 25.0% from 2009 to 2010 further decreased by 25.4% from 2010 to 2011. Our average purchase price of virgin
polysilicon decreased by 19.8% from 2009 to 2010 and further decreased by 10.6% from 2010 to 2011. Our financial performance is
affected by fluctuations in the prices of these raw materials, which are influenced by global as well as regional supply and demand
conditions. Up to mid-2008, an industry-wide shortage of virgin polysilicon which is the basic raw material for all crystalline
silicon solar power products and semiconductor devices, coupled with rapidly growing demand from the solar power industry, caused
rapid escalation of virgin polysilicon prices and an industry-wide silicon shortage. However, in the second half of 2008 and first
half of 2009, industry demand for solar power products was seriously affected by the global economic crisis and credit market
contraction. According to Solarbuzz, weakened polysilicon demand from the semiconductor industry beginning in the third quarter
of 2008 caused polysilicon manufacturers to become increasingly dependent on demand from the solar industry in 2008 and through
the first half of 2009 as the global economic crisis continued. At the same time, global silicon feedstock manufacturing capacity
experienced a significant expansion in 2008 as a result of increases in capacity by polysilicon manufacturers. By the fourth quarter
of 2008, declines in both solar and semiconductor markets led to significantly reduced demand for polysilicon feedstock. As a
result, the market prices of virgin polysilicon and downstream solar power products were further depressed. Because recoverable
silicon materials are used as a substitute for virgin polysilicon and such materials require processing before they are suitable
for use in the production process, prices of recoverable silicon materials, which are generally priced at a discount to virgin
polysilicon, also declined in the fourth quarter of 2008 and the first half of 2009. During the second half of 2009 and the first
half of 2010, the prices of both virgin polysilicon and recoverable silicon materials had substantially stabilized.  In
the third quarter of 2010, according to PCSPI, the spot price of polysilicon began to increase and reached US$80 in March 2011,
but it started to decrease in May 2011 and significantly decreased to US$25/kg in December 2011 primarily due to reduction in
government subsidies and economic incentives in many markets. In addition, the increasing supply of
virgin polysilicon, intensifying competition and advancement in processing technologies also contribute to the significant decline
of the price of virgin polysilicon. The spot price of polysilicon started to increase in January 2012 and reached
US$28/kg in March 2012, according to PCSPI.





123











In addition, if the spot price of
virgin polysilicon continues to decrease, and we are not able to reduce the price under the long term supply contract to a
level equal or below the spot price through renegotiation, the price arrangement under the long term supply contract may
cause our cost of silicon raw materials to be higher than that of our competitors who source their supply of silicon raw
materials based on floating-price arrangements or spot market purchases. For example, under our long-term polysilicon supply
contract with Hoku, the annual prices for the first four years are fixed. However, if the difference between the contract
price under our long-term contract with Hoku and the average contract price for the last twelve months reflected in the PCSPI
or another mutually acceptable third party index exceeds a defined band, the price under our long-term supply contract with
Hoku will be subject to renegotiation by the parties. Hoku is obligated to deliver polysilicon materials to us starting from
July 1, 2012. We cannot assure you that the difference between the prices in our long-term supply contract with Hoku and
the average contract prices for the last twelve months before the delivery date of Hoku reflected in the PCSPI or
another mutually acceptable third party will be big enough to trigger the price renegotiation, if spot market price of
virgin polysilicon falls below the contract price under our long-term contract with  Hoku. The prices of polysilicon under
our long-term supply contract with Hoku for the first four years are higher than the spot price of March 2012 as reflected in
the PCSPI. In addition, under our one-year supply contract with a reputable German polysilicon supplier, the supplier has
agreed to supply us with virgin polysilicon for one year starting from January 2012, with a fixed price for each monthly
delivery. The average price of polysilicon under this supply contract is slightly lower than the spot price of March 2012 as
reflected in the PCSPI. However, we cannot assure that the fixed price under this supply contract will not be higher than the
sport price if the spot price of virgin polysilicon continues to decrease. We historically have not entered into any
commodity derivative instruments to hedge the potential commodity price changes. Moreover, our greater reliance on virgin
polysilicon in the future may increase our costs compared to what such costs would have been had we maintained our historical
proportions of recovered silicon materials to virgin polysilicon. See “Item3. Key Information — D. Risk Factors
— Risks Related to Our Business and Industry— Volatility in the prices of silicon raw materials make our procurement
planning challenging and could have a material adverse effect on our results of operations and financial condition.



Foreign Exchange Risk



Our sales in China are denominated in Renminbi
and our costs and capital expenditures are also largely denominated in Renminbi. Our export sales are generally denominated in
U.S. dollars and Euros, and we also incur expenses in foreign currencies, including U.S. dollars, Japanese Yen and Euros, in relation
to the procurement of silicon materials, equipment and consumables such as crucibles. In addition, we have outstanding debt obligations,
and may continue to incur debts from time to time, denominated and repayable in foreign currencies. Accordingly, any significant
fluctuations between the Renminbi and the U.S. dollar and other foreign currencies including Japanese Yen and Euro could expose
us to foreign exchange risk. In addition, as we expand our sales to major export markets, we expect our foreign exchange exposures
will increase. We have entered into foreign-exchange forward contracts with certain local banks to reduce volatility in our economic
value caused by foreign currency fluctuations. These contracts are not designated as hedges and are marked to market at each reporting
date, with changes in fair value recognized in the consolidated statements of operations. As of December 31, 2011, our foreign-exchange
forward contracts had a total notional value of US$583.7 million and EUR22.0 million. These contracts mature from one to 12 months.
To determine fair value of these contracts, we use a discounted cash-flow methodology to measure fair value, which requires inputs
such as interest yield curves and foreign exchange rates. We had a gain relating to change in fair value of foreign-exchange forward
contracts recognized in earnings of RMB36.6 million (US$5.8 million) for the year ended December 31, 2011. However, we cannot
predict the impact of future exchange rate fluctuations on our results of operations and may incur net foreign currency losses
in the future in relation to unhedged foreign currency exposure or loss on our hedging instruments. In addition, we make advance
payments in U.S. dollars to overseas silicon raw material suppliers, and from time to time, we may incur foreign exchange losses
if we request our suppliers to return such advance payments due to changes in our business plans. We incurred foreign exchange
loss of RMB139.0 million (US$22.1 million) for the year ended December 31, 2011, primarily due to the effect of the depreciation
of the Euro and U.S. dollar against the Renminbi on our Euro and U.S. dollar denominated receivables during such period. We incurred
foreign exchange loss of RMB10.1 million (US$1.5 million) for the year ended December 31, 2010 primarily due to the effect
of the depreciation of the Euro and U.S. dollar against the Renminbi on our Euro and U.S. dollar denominated receivables during
such period. We incurred foreign exchange loss of RMB2.2 million for the year ended December 31, 2009 primarily due to the
effect of the appreciation of the Japanese Yen against the Renminbi on our Japanese Yen denominated payables.





124









The value of your investment in our ADSs
will be primarily affected by the foreign exchange rate between U.S. dollars and Renminbi. To the extent we hold
assets denominated in U.S. dollars any appreciation of the Renminbi against the U.S. dollar could result in a change to our
statement of operations and a reduction in the value of our U.S. dollar denominated assets. On the other hand, a decline in
the value of the Renminbi against the U.S. dollar could reduce the U.S. dollar equivalent amounts of our financial results,
the value of your investment in our company and the dividends we may pay in the future, if any, all of which may have a
material adverse effect on the prices of ADSs. See "Item 3. Key Information — D. Risk Factors — Risks
Related to Our Business and Industry— Fluctuations in exchange rates could adversely affect our results of operations."



Interest Rate Risk



Our exposure to interest rate risks relates
to interest expenses incurred in connection with our short-term and long-term borrowings, and interest income generated by excess
cash invested in demand deposits and liquid investments with original maturities of three months or less. As of December 31
2011, our total outstanding interest-bearing RMB-denominated borrowings were RMB1,986.5 million (US$315.6 million) with a weighted
average interest rate of 6.28% per annum. In addition, as of December 31, 2011, we had outstanding short-term loans of RMB193.9
million denominated and payable in Euro with a weighted average interest rate of 5.45% per annum, and outstanding short-term loans
of RMB175.0 million denominated and payable in U.S. dollars with a weighted average interest rate of 4.19% per annum. On May 17,
2011, we issued convertible senior notes in the principal amount of US$125 million due 2016, bearing an annual interest rate of
4.00%, to qualified institutional buyers under Rule 144A of the Securities Act. On July 8, 2011, we issued RMB-denominated notes
in the principal amount of RMB400 million bearing an annual interest rate of 6.5% and maturing on July 11, 2012. As of the date
of this annual report, these notes are still outstanding. We have not used any derivative financial instruments to manage our interest
rate risk exposure due to lack of such financial instruments in China. Historically, we have not been exposed to material risks
due to changes in interest rates; however, our future interest income may decrease or interest expenses on our borrowings may increase
due to changes in market interest rates. We are currently not engaged in any interest rate hedging activities.



|ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
|-------- | ------------------------------------------------------



|A. | Debt Securities
|-- | ---------------



Not applicable.



|B. | Warrants and Rights
|-- | -------------------



Not applicable.





125









|C. | Other Securities
|-- | ----------------



Not applicable.



|D. | American Depositary Shares.
|-- | ---------------------------



Fees and Charges Our ADS Holders May Have
to Pay



Our American depositary shares, each of which
represents four shares, are listed on the NYSE. JPMorgan Chase Bank, N.A. is the depositary of our ADS program and its principal
executive office is situated at 1 Chase Manhattan Plaza, Floor 58, New York, NY 10005-1401. The depositary collects its fees for
delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or
from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees
from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its
annual fee for depositary services by deductions from cash distributions or by directly billing investors or by charging the book-entry
system accounts of participants acting for them. The depositary may generally refuse to provide fee-attracting services until its
fees for those services are paid.





|Persons depositing or withdrawing shares must pay:                                                                                                        |  | For:
|--------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                                                                          |  |     
|$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)                                                                                                     |  | •   
|                                                                                                                                                          |  | •   
|                                                                                                                                                          |  |     
|$.05 (or less) per ADS (or portion of each ADS)                                                                                                           |  | •   
|                                                                                                                                                          |  |     
|$ 1.50 per ADR or ADRs                                                                                                                                    |  | •   
|                                                                                                                                                          |  |     
|A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs |  | •   
|                                                                                                                                                          |  |     
|$.05 per ADSs per calendar year (or portion of each ADS)                                                                                                  |  | •   
|                                                                                                                                                          |  |     
|Registration or transfer fees                                                                                                                             |  | •   





126









|Expenses of the depositary                                                                                                                                                                 |  | • | Cable, telex and facsimile transmissions and deliveries (at the request of persons depositing or ADS registered holders delivering shares, ADRs and deposited securities)
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                           |  |   |                                                                                                                                                                          
|                                                                                                                                                                                           |  | • | Converting foreign currency to U.S. dollars                                                                                                                              
|                                                                                                                                                                                           |  |   |                                                                                                                                                                          
|Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes |  | • | As necessary                                                                                                                                                             
|                                                                                                                                                                                           |  |   |                                                                                                                                                                          
|Any charges incurred by the depositary or its agents for servicing the deposited securities                                                                                                |  | • | As necessary                                                                                                                                                             





Fees and Other Payments Made by the Depositary
to Us



The depositary has agreed to reimburse us
for expenses we incur that are related to the administration and maintenance of our ADS facility including, but not limited to,
investor relations expenses, the annual NYSE listing fees, ADS offering expenses or any other program related expenses. There are
limits on the amount of expenses for which the depositary will reimburse us, but the amount of reimbursement available to us is
not related to the amounts of fees the depositary collects from investors. The annual reimbursement is also conditioned on certain
requirements and criteria and will be adjusted proportionately to the extent such requirements or criteria are not met. For the
year ended December 31, 2011, the depositary did not pay us any fees or other direct and indirect payments of the deposited
securities.



PART II



|ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
|-------- | -----------------------------------------------



None.



|ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
|-------- | ----------------------------------------------------------------------------



A.-D. Material Modifications to the Rights
of Security Holders



None.



|E. | Use of Proceeds
|-- | ---------------



Not applicable.





127









|ITEM 15. | CONTROLS AND PROCEDURES
|-------- | -----------------------



Evaluation of Disclosure Controls and Procedures



We maintain disclosure controls and procedures
that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms,
and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required financial disclosure.



An evaluation was performed under the supervision
and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness
of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) under the
Exchange Act, as of December 31, 2011.



Based on that evaluation, our Chief Executive
Officer and Chief Financial Officer have concluded that as of December 31, 2011 our disclosure controls and procedures, as
defined in Rule 13a-15(e) and Rule 15(d)-15(e) under the Exchange Act, were effective.



Management’s Report on Internal Control
over Financial Reporting



We are responsible for establishing and maintaining
adequate internal control over financial reporting. Our internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external
purposes in accordance with U.S. GAAP and includes those policies and procedures that (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP,
and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3)
provide reasonable assurance regarding prevention or timely detection of the unauthorized acquisition, use or disposition of our
assets that could have a material effect on our financial statements. Because of its inherent limitations, internal control over
financial reporting can only provide reasonable assurance with respect to financial statements preparation and presentation and
may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness of our internal control over
financial reporting to future periods are subject to the risks that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.



Our management
conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2011 based on
the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission, or COSO. Based on using the COSO criteria,our management has concluded that our
internal control over financial reporting was effective as of December 31, 2011.



Attestation Report of the Registered Public Accounting Firm



PricewaterhouseCoopers Zhong Tian CPAs Limited
Company, our independent registered public accounting firm, has audited the effectiveness of our internal control over financial
reporting as of December 31, 2011, as stated in its report, which appears on page F-2 of this Form 20-F.





128









Remediation of Material Weakness



As of December 31, 2010, we did not maintain
effective internal control over financial reporting due to the material weaknesses identified, including: (1) the lack of resources
with appropriate accounting knowledge and experience to prepare and review financial statements and related disclosures in accordance
with U.S. GAAP and (2) inadequate review procedures, including appropriate levels of review in the design of period end reporting
process that are consistently applied across our entities, to identify inappropriate accounting treatment of transactions.



A material weakness is a significant deficiency
(within the meaning of Public Company Accounting Oversight Board Auditing Standard No. 5), or combination of significant deficiencies,
that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not
be prevented or detected on a timely basis by employees in the normal course of their work.



For the year ended December 31, 2011,
we completed the following remediation efforts specifically designed to address the material weaknesses that we identified as of
December 31, 2010:



| | § | We hired financial controller and
                                                                                                                financial reporting manager, each of whom has solid knowledge of and experience with U.S. GAAP and Sarbanes Oxley compliance
                                                                                                                and                                                                                                                 are
                                                                                                                responsible for the oversight of day to day accounting and preparation of the consolidated financial
                                                                                                                statements;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | § | We provided various U.S. GAAP and
                                                                                                                Sarbanes Oxley trainings to our accounting staff, finance department and internal audit department;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | § | We formulated the internal policies relating
to internal control over financial reporting, including the preparation of a manual containing comprehensive written accounting
policies and procedures to guide our financial personnel in preparing consolidated financial statements that are in compliance
with U.S. GAAP and SEC requirements;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | § | We strengthened the processes and controls
over preparation and review of the consolidated financial statements at each period end to ensure compliance with U.S. GAAP; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | § | We engaged a reputable internal control consultant
to assist the Company in implementing internal controls and meet the compliance requirements.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------







Other than these remediation measures, no
significant changes have been made to our internal control over financial reporting during 2011 that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.



As of December 31, 2011, our management determined
that applicable controls were effectively designed and operated so as to enable our management to conclude that the previously
identified material weaknesses had been remediated and our internal control over financial reporting was effective.



Changes in Internal Control over Financial
Reporting





We maintain a system of internal control over financial reporting
that is designed to provide reasonable assurance that our books and records accurately reflect our transactions and that our established
policies and procedures are followed. The discussion above under “Remediation of Material Weakness” includes descriptions
of the material actual changes to our internal control over financial reporting in the year ended December 31,
2011 that materially affected, or are reasonably likely to materially affect,  our internal control over financial
reporting.







129









|ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT
|--------- | --------------------------------



Our board of directors has determined that
Mr. Steven Markscheid, an independent director, is our audit committee financial expert. Mr. Steven Markscheid satisfies
the independent requirements of Section 303A of the Corporate Governance Roles of the NYSE and Rule 60A-3 under the Exchange
Act.



|ITEM 16B | CODE OF ETHICS
|-------- | --------------



Our board of directors has adopted a code
of ethics that applies to our directors, officers, employees and agents, including certain provisions that specifically apply to
our chief executive officer, chief financial officer, chief operating officer, chief technology officer, vice presidents and any
other persons who perform similar functions for us. We have filed our code of business conduct and ethics as an exhibit to Exhibit
99.1 of our registration statement on Form F-1/A (file No. 333-164432) filed with the Securities and Exchange Commission on
February 4, 2010 and posted the code on our website at the following link: http://ir.jinkosolar.com/zhen/upload/201002031011121299.pdf.
We hereby undertake to provide to any person without charge, a copy of our code of business conduct and ethics within ten working
days after we receive such person's written request.



|ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|--------- | --------------------------------------



The following table sets forth the aggregate
fees by categories specified below in connection with certain professional services rendered by PricewaterhouseCoopers Zhong Tian
CPAs Limited Company, our independent registered public accounting firm, for the periods indicated. We did not pay any other fees
to our independent registered public accounting firm during the periods indicated below.



|                   |  | Year ended December 31, |      
|------------------ |  | ----------------------- | -----
|                   |  | 2010                    |      
|                   |  | (RMB in thousands)      |      
|Audit fees         |  |                         | 4,359
|Audit-related fees |  |                         | 2,996
|Tax fees           |  |                         | 425  
|                   |  |                         |      
|Total              |  |                         | 7,780



|(1) | "Audit fees" means the aggregate fees
    billed for professional services rendered by our independent registered public accounting firm for the audits of our annual
    financial statements and the effectiveness of internal control over financial reporting as of December 31, 2011 and the
    review of our interim financial statements.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | "Audit-related fees" represents the aggregate fees billed for professional services rendered by our independent registered public accounting firm for the assurance and related services, which mainly included the assurance services rendered in connection with our initial public offering and the additional offering in 2010.              
|(3) | "Tax fees" represents the aggregated fees billed for professional services rendered by our independent registered public accounting firm for tax advice and tax planning.                                                                                                                                                                        





130









The policy of our audit committee is to pre-approve
all audit and non-audit services provided by PricewaterhouseCoopers Zhong Tian CPAs Limited Company, including audit services,
audit-related services, tax services and other services as described above, other than those for de minimis services that
are approved by the Audit Committee prior to the completion of the audit. All fees listed above were pre-approved by our audit
committee.



|ITEM 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
|--------- | ----------------------------------------------------------



Not applicable.



|ITEM 16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
|--------- | ----------------------------------------------------------------------



On May 6, 2011, our directors approved a stock
repurchase program, under which JinkoSolar is authorized to repurchase up to US$30 million of its ordinary shares represented
by ADSs, from time to time, in open-market transactions within the 12 months following May 6, 2011.



The following table sets forth information
about our purchases of outstanding ADSs from May 6, 2011 to the date of this annual report:



|Period                              |  | (a) Total Number
of ADSs
Purchased |           |  | (b) Average
Price Paid Per
ADSs |  |      | (c) Total Number of
    ADSs Purchased as Part of Publicly Announced Plans
or Programs |  |  | (d) Maximum
Approximate Dollar Value
of ADSs That May Yet Be
Purchased Under the
Plans or Program (US$ in thousands) | 
|----------------------------------- |  | ---------------------------------- | --------- |  | ------------------------------- |  | ---- | -------------------------------------------------------------------------------------- |  |  | -------------------------------------------------------------------------------------------------------------------- | 
|May 6 through May 31, 2011          |  |                                    | —         |  |                                 |  | —    |                                                                                        |  |  | —                                                                                                                    | 
|June 2011                           |  |                                    | —         |  |                                 |  | —    |                                                                                        |  |  | —                                                                                                                    | 
|July 2011                           |  |                                    | —         |  |                                 |  | —    |                                                                                        |  |  | —                                                                                                                    | 
|August 2011                         |  |                                    | —         |  |                                 |  | —    |                                                                                        |  |  | —                                                                                                                    | 
|September 2011                      |  |                                    | 655,500   |  |                                 |  | 7.32 |                                                                                        |  |  | 655,500                                                                                                              | 
|October 2011                        |  |                                    | 567,100   |  |                                 |  | 4.85 |                                                                                        |  |  | 567,100                                                                                                              | 
|November 2011                       |  |                                    | —         |  |                                 |  | —    |                                                                                        |  |  | —                                                                                                                    | 
|December 2011                       |  |                                    | 257,230   |  |                                 |  | 5.08 |                                                                                        |  |  | 257,230                                                                                                              | 
|January 2012                        |  |                                    | 173,570   |  |                                 |  | 4.99 |                                                                                        |  |  | 173,570                                                                                                              | 
|February 2012                       |  |                                    | —         |  |                                 |  | —    |                                                                                        |  |  | —                                                                                                                    | 
|March 2012                          |  |                                    | —         |  |                                 |  | —    |                                                                                        |  |  | —                                                                                                                    | 
|April 2012 (through April 18, 2012) |  |                                    | —         |  |                                 |  | —    |                                                                                        |  |  | —                                                                                                                    | 
|Total                               |  |                                    | 1,653,400 |  |                                 |  | 5.88 |                                                                                        |  |  | 1,653,400                                                                                                            | 



In addition, on December 5, 2011, we repurchased
an aggregate principal amount of US$2.0 million of our 4.00% convertible senior notes due 2016 for a total consideration
of RMB5.2 million (US$0.8 million). As of the date of this annual report, our convertible senior notes with principal amount
of US$123.0 million are outstanding.





131









|ITEM 16F. | CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
|--------- | --------------------------------------------



Not applicable.



|ITEM 16G. | CORPORATE GOVERNANCE
|--------- | --------------------



We are incorporated under the laws of Cayman
Islands. Many of the corporate governance rules in the New York Stock Exchange Listed Company Manual, or the NYSE Standards, do
not apply to us as a "foreign private issuer" and we are permitted to follow the corporate governance practices in the
Cayman Islands in lieu of most corporate governance standards contained in the NYSE Standards. Section 303A.11 of the NYSE
Standards requires foreign private issuers listed on the New York Stock Exchange to describe the significant differences between
their corporate governance practices and the corporate governance standards applicable to U.S. domestic companies listed on the
New York Stock Exchange, or the U.S. domestic issuers. The following table sets forth a summary of such significant differences:





|                   |  | NYSE Listed Company Manual Requirements on
Corporate Governance                                                                                                                                                                   |  | Our Practice                                       
|------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------
|                   |  |                                                                                                                                                                                                                                   |  |                                                    
|Board of Directors |  | NYSE Standards require U.S. domestic issuers to schedule an executive session at least once a year to be attended by only independent directors. We are not subject to such requirement.                                          |  | Our directors may attend all of our board meetings.
|                   |  |                                                                                                                                                                                                                                   |  |                                                    
|                   |  | NYSE Standards require U.S. domestic issuers to disclose a method for interested parties to communicate directly with the presiding director or with non-management directors as a group. We are not subject to such requirement. |  | We have not adopted any such method.               





132









|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                                                                                                    
|---------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------
|Audit Committee        |  | If an audit committee member simultaneously serves on the audit committees of more than three public companies, and the listed company does not limit the number of audit committees on which its audit committee members serve to three or less, then in each case, the boards of directors of U.S. domestic issuers are required to determine that such simultaneous service would not impair the ability of such member to effectively serve on its audit committee and disclose such determination in its annual proxy statement or annual report. We are not subject to such requirement. |  | Our board of directors have not made any such determination.                                                       
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                                                                                                    
|Compensation Committee |  | NYSE Standards require U.S. domestic issuers to have a compensation committee composed entirely of independent directors. We are not subject to such requirement.                                                                                                                                                                                                                                                                                                                                                                                                                              |  | We have a compensation committee that consists of two independent directors and one executive director.            
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                                                                                                    
|                       |  | NYSE Standards require compensation committees of U.S. domestic issuers to produce a compensation committee report annually and include such report in their annual proxy statements or annual reports on Form 10-K. We are not subject to such requirement.                                                                                                                                                                                                                                                                                                                                   |  | Our compensation committee has not produced any such report.                                                       
|                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                                                                                                                    
|Nominating Committee   |  | While NYSE Standards require U.S. domestic issuers to have only independent directors on their nominating committees, we are not subject to such requirement.                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | Our corporate governance and nominating committee consists of two independent directors and one executive director.









|ITEM 16H. | MINE SAFETY DISCLOSURE
|--------- | ----------------------



Not applicable.



PART III



|ITEM 17. | FINANCIAL STATEMENTS
|-------- | --------------------



Not applicable.



|ITEM 18. | FINANCIAL STATEMENTS
|-------- | --------------------



See pages beginning on page F-1 in this
annual report.





133









|ITEM 19. | EXHIBITS
|-------- | --------







|Exhibit Number |  | Description of Document                                                                                                                                                                                                                                                                                              
|-------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |  |                                                                                                                                                                                                                                                                                                                      
|1.1            |  | Third Amended and Restated Memorandum and Articles of Association, as currently in effect (incorporated by reference to Exhibit 3.2 of our Registration Statement on Form F-1 (file No. 333-164432) filed with the Securities and Exchange Commission on February 9, 2010)                                           
|               |  |                                                                                                                                                                                                                                                                                                                      
|2.1            |  | Registrant's Specimen American Depositary Receipt (included in Exhibit 2.3)                                                                                                                                                                                                                                          
|               |  |                                                                                                                                                                                                                                                                                                                      
|2.2            |  | Registrant's Specimen Certificate for Shares (incorporated by reference to Exhibit 4.2 of our Registration Statement on Form F-1 (file No. 333-164432) filed with the Securities and Exchange Commission on January 20, 2010)                                                                                        
|               |  |                                                                                                                                                                                                                                                                                                                      
|2.3            |  | Form of Deposit Agreement among the Registrant, the depositary and holder of the American Depositary Receipts (incorporated by reference to Exhibit 4.3 of our Registration Statement on Form F-1 (file No. 333-164432) filed with the Securities and Exchange Commission on May 12, 2010)                           
|               |  |                                                                                                                                                                                                                                                                                                                      
|4.1*           |  | 2009 Long Term Incentive Plan, amended and restated as of
    January 25, 2010 and September 28, 2011                                                                                                                                                                                                                
|               |  |                                                                                                                                                                                                                                                                                                                      
|4.2            |  | Form of Indemnification Agreement between the directors and the Registrant (incorporated by reference to Exhibit 10.29 of our Registration Statement on Form F-1 (file No. 333-164432) filed with the Securities and Exchange Commission on January 20, 2010)                                                        
|               |  |                                                                                                                                                                                                                                                                                                                      
|4.3            |  | Form of Executive Service Agreement of Chief Financial Officer (incorporated by reference to Exhibit 10.27 of our Registration Statement on Form F-1 (file No. 333-164432) filed with the Securities and Exchange Commission on January 20, 2010)                                                                    
|               |  |                                                                                                                                                                                                                                                                                                                      
|4.4            |  | English translation of Form of Employment Agreement (incorporated by reference to Exhibit 10.28 of our Registration Statement on Form F-1 (file No. 333-164432) filed with the Securities and Exchange Commission on January 20, 2010)                                                                               
|               |  |                                                                                                                                                                                                                                                                                                                      
|4.5            |  | English translation of Plant Lease Agreement between Jinko Solar Co., Ltd. and Jiangxi Desun Energy Co., Ltd. dated January 1, 2008 (incorporated by reference to Exhibit 10.2 of our Registration Statement on Form F-1 (file No. 333-164432) filed with the Securities and Exchange Commission on January 20, 2010)





134









|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.6  |  | (a) Amended and Restated Supply Agreement
between Jiangxi Jinko Solar Co., Ltd. and Hoku Materials, Inc. dated February 26, 2009, amended on November 25, 2009 (incorporated
by reference to Exhibit 10.4 of our Registration Statement on Form F-1 (file No. 333-164432) filed with the Securities
and Exchange Commission on January 20, 2010) (b) Amendment No. 2 to Amended and Restated Supply Agreement between Jiangxi Jinko Solar Co.,
Ltd. and Hoku Materials, Inc. dated December 18, 2010 (incorporated by reference to Exhibit 4.6(b) of our annual report on Form
20-F (file No. 001-34615) filed with the Securities and Exchange Commission on April 25, 2011) 
(c) *†Amendment No.3 to Amended and Restated Supply Agreement between Jiangxi Jinko Solar Co., Ltd. and Hoku Materials,
Inc. dated September 16, 2011
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4.7  |  | English translation of Purchase Contract between Jinko Solar Co., Ltd. and Wuxi Zhongcai Technological Co., Ltd. dated July 8, 2008, amended on January 7, 2009 and the Guarantee Contract dated July 10, 2008 (incorporated by reference to Exhibit 10.5 of our Registration Statement on Form F-1 (file No. 333-164432) filed with the Securities and Exchange Commission on January 20, 2010)                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4.8  |  | English translation of Form of Maximum Amount Guarantee Contract between the directors and Bank of China (incorporated by reference to Exhibit 10.21 of our Registration Statement on Form F-1 (file No. 333-164432) filed with the Securities and Exchange Commission on January 20, 2010)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4.9  |  | English translation of Maximum Amount Guarantee Agreement between the directors and Agricultural Bank of China (incorporated by reference to Exhibit 10.39 of our Registration Statement on Form F-1 (file No. 333-164432) filed with the Securities and Exchange Commission on January 20, 2010)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4.10 |  | Contract between Jinko Solar Co., Ltd. and Miyamoto Trading Limited, dated February 26, 2010 (incorporated by reference to Exhibit 10.55 of our Registration Statement on Form F-1 (file No. 333-164432) filed with the Securities and Exchange Commission on May 12, 2010)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4.11 |  | Form of Executive Employment Agreement of Chief Strategy Officer (currently titled Chief Marketing Officer) (incorporated by reference to Exhibit 10.60 of our Registration Statement on Form F-1 (file No. 333-164432) filed with the Securities and Exchange Commission on April 23, 2010)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4.12 |  | Sales Contract between Zhejiang Jinko Solar Co., Ltd. and Up Solar Co., Ltd., dated May 31, 2010 (incorporated by reference to Exhibit 10.33 of our Registration Statement on Form F-1 (file No. 333-170146) filed with the Securities and Exchange Commission on November 1, 2010)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 





135









|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.13    |  | New Supply Contract and Distribution Agreement between Jinko Solar Import and Export Co., Ltd. and IBC Solar AG, dated May 31, 2010, amended on September 30, 2010 (incorporated by reference to Exhibit 10.34 of our Registration Statement on Form F-1 (file No. 333-170146) filed with the Securities and Exchange Commission on November 1, 2010)                                                                                                                                                                                                                                                                                                                                                                             
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|8.1*    |  | Subsidiaries of the registrant                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|11.1    |  | Code of Business Conduct and Ethics of the Registrant (incorporated by reference to Exhibit 99.1 of our Registration Statement on Form F-1 (file No. 333-164432) filed with the Securities and Exchange Commission on February 4, 2010)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|12.1*   |  | CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|12.2*   |  | CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|13.1*   |  | CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|13.2*   |  | CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|101.1** |  | The following financial information from JinkoSolar Holding Co., Ltd.’s Annual Report on Form 20-F for the year ended December 31, 2011, formatted in Extensible Business Reporting Language (XBRL):(i) Consolidated Statements of Operations for the years ended December 31, 2009, 2010 and 2011, (ii) Consolidated Balance Sheets as of December 31, 2010 and 2011, (iii) Consolidated Statements of Changes in Shareholders’ Equity and Comprehensive Loss for the years ended December 31, 2009, 2010 and 2011, (iv) Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2010 and 2011, and (v) Notes to the Consolidated Financial Statements for the years ended December 31, 2009, 2010 and 2011.







|*  | Filed with this annual report on Form 20-F                                                                                                                                                                                                                                            
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|** | As permitted by Rule 405(a)(2) of Regulation
S-T, this exhibit will be filed by amendment to this Form 20-F within 30 days from the date of this filing.                                                                                                                              
|†  | Confidential treatment is being requested with respect to portions of this exhibit and such confidential treatment portions have been deleted and replaced with "****" and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Exchange Act.







136









SIGNATURES



The registrant hereby certifies that it meets
all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual
report on this Form 20-F on its behalf.



|JinkoSolar Holding Co., Ltd.               
|-------------------------------------------
|                                           
|By:                                        
|                                           
|Name: Kangping Chen                        
|                                           
|Title: Director and Chief Executive Officer
|                                           
|Date: April 18, 2012                       





137























INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



|                                                                                                                                       | Page
|-------------------------------------------------------------------------------------------------------------------------------------- | ----
|Report of Independent Registered Public Accounting Firm                                                                                | F-2 
|Consolidated Financial Statements                                                                                                      |     
|Consolidated Statements of Operations for the years ended December 31, 2009, 2010 and 2011                                             | F-3 
|Consolidated Balance Sheets as of December 31, 2010 and 2011                                                                           | F-4 
|Consolidated Statements of Changes in Shareholders’ Equity and Comprehensive Loss for the years ended December 31, 2009, 2010 and 2011 | F-6 
|Consolidated Statements of Cash Flows for the years ended December 31, 2009, 2010 and 2011                                             | F-7 
|Notes to the Consolidated Financial Statements for the years ended December 31, 2009, 2010 and 2011                                    | F-10





F-1













REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM



To the Board of Directors and Shareholders
of JinkoSolar Holding Co., Ltd.:



In our opinion, the
accompanying consolidated balance sheets and the related consolidated statements of operations, of changes in
shareholders’ equity and comprehensive loss and of cash flows present fairly, in all material respects, the financial
position of JinkoSolar Holding Co., Ltd. (“the Company”) and its subsidiaries at December 31, 2011 and 2010, and
the results of their operations and their cash flows for each of the three years in the period ended December 31, 2011 in
conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company
maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011, based on
criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (COSO). The Company's management is responsible for these financial statements, for maintaining
effective internal control over financial reporting and for its assessment of the effectiveness of internal control over
financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing in Item 15
of this Form 20-F. Our responsibility is to express opinions on these financial statements and on the Company's internal
control over financial reporting based on our audits (which was an integrated audit in 2011). We conducted our audits in
accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material
misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our
audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included
obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists,
and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits
also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits
provide a reasonable basis for our opinions.



A company’s internal control over
financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s
internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.





Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.







/s/ PricewaterhouseCoopers Zhong Tian
CPAs Limited Company



Shanghai, the People’s Republic of
China

April 18, 2012



F-2







JINKOSOLAR HOLDING CO., LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2009,
2010 AND 2011



|                                                                                                  |  |       |  | For the year ended December 31, |               
|------------------------------------------------------------------------------------------------- |  | ----- |  | ------------------------------- | --------------
|                                                                                                  |  | Notes |  | 2009                            |               
|                                                                                                  |  |       |  | RMB                             |               
|Revenues from third parties                                                                       |  |       |  |                                 | 1,539,542,277 
|Revenues from related parties                                                                     |  | 24    |  |                                 | 28,317,315    
|Total revenues                                                                                    |  | 4     |  |                                 | 1,567,859,592 
|Cost of revenues                                                                                  |  |       |  |                                 | (1,337,647,527
|Gross profit                                                                                      |  |       |  |                                 | 230,212,065   
|Operating expenses:                                                                               |  |       |  |                                 |               
|Selling and marketing                                                                             |  |       |  |                                 | (16,727,975   
|General and administrative                                                                        |  |       |  |                                 | (85,114,520   
|Research and development                                                                          |  |       |  |                                 | (5,896,939    
|Goodwill impairment                                                                               |  | 28    |  |                                 | —             
|Total operating expenses                                                                          |  |       |  |                                 | (107,739,434  
|Income from operations                                                                            |  |       |  |                                 | 122,472,631   
|Interest expenses, net                                                                            |  |       |  |                                 | (29,936,782   
|Convertible senior notes issuance costs                                                           |  |       |  |                                 | —             
|Subsidy income                                                                                    |  | 2(ac) |  |                                 | 8,569,118     
|Investment gain                                                                                   |  | 1     |  |                                 | 82,063        
|Exchange loss                                                                                     |  |       |  |                                 | (2,181,537    
|Other (expenses)/income , net                                                                     |  |       |  |                                 | (1,338,598    
|Change in fair value of forward contracts                                                         |  | 27    |  |                                 | —             
|Change in fair value of embedded derivatives                                                      |  | 27    |  |                                 | (13,599,301   
|Change in fair value of convertible senior notes and capped call options                          |  | 27    |  |                                 | —             
|Income before income taxes                                                                        |  |       |  |                                 | 84,067,594    
|Income tax benefit/(expense)                                                                      |  | 5     |  |                                 | 1,342,038     
|Net income                                                                                        |  |       |  |                                 | 85,409,632    
|Less: Net loss attributable to the non-controlling interests                                      |  |       |  |                                 | —             
|Net income attributable to JinkoSolar Holding Co., Ltd.                                           |  |       |  |                                 | 85,409,632    
|Series A Redeemable Convertible Preferred Shares accretion                                        |  | 19    |  |                                 | (31,832,994   
|Series B Redeemable Convertible Preferred Shares accretion                                        |  | 19    |  |                                 | (42,301,594   
|Deemed dividend to a preferred shareholder                                                        |  | 19    |  |                                 | (8,015,089    
|Allocation to preferred shareholders                                                              |  |       |  |                                 | (40,422,944   
|Net income/(loss) attributable to JinkoSolar Holding Co., Ltd.'s ordinary shareholders            |  |       |  |                                 | (37,162,989   
|Net income/(loss) attributable to JinkoSolar Holding Co., Ltd.'s ordinary shareholders per share: |  |       |  |                                 |               
|Basic                                                                                             |  | 17    |  |                                 | (0.73         
|Diluted                                                                                           |  | 17    |  |                                 | (0.73         
|                                                                                                  |  |       |  |                                 |               
|Net income/(loss) attributable to JinkoSolar Holding Co., Ltd.'s ordinary shareholders per ADS:   |  |       |  |                                 |               
|Basic                                                                                             |  |       |  |                                 | (2.93         
|Diluted                                                                                           |  |       |  |                                 | (2.93         
|                                                                                                  |  |       |  |                                 |               
|Weighted average ordinary shares outstanding:                                                     |  |       |  |                                 |               
|Basic                                                                                             |  |       |  |                                 | 50,731,450    
|Diluted                                                                                           |  |       |  |                                 | 50,731,450    



Each ADS represents four ordinary shares



The accompanying notes are an integral part
of these consolidated financial statements.



F-3







JINKOSOLAR HOLDING CO., LTD.

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2010 AND 2011



|                                                                                                 |  | Note |       |  | December 31, 2010 |  |               | December 31, 2011 |  |  | December 31, 2011 | 
|------------------------------------------------------------------------------------------------ |  | ---- | ----- |  | ----------------- |  | ------------- | ----------------- |  |  | ----------------- | 
|                                                                                                 |  |      |       |  | RMB               |  |               | RMB               |  |  | USD (Note 2(aj))  | 
|ASSETS                                                                                           |  |      |       |  |                   |  |               |                   |  |  |                   | 
|Current assets:                                                                                  |  |      |       |  |                   |  |               |                   |  |  |                   | 
|Cash and cash equivalents                                                                        |  |      | 2(d)  |  |                   |  | 521,204,802   |                   |  |  | 433,850,961       | 
|Restricted cash                                                                                  |  |      | 2(e)  |  |                   |  | 416,789,722   |                   |  |  | 146,175,458       | 
|Short-term investments                                                                           |  |      | 2(f)  |  |                   |  | 34,705,845    |                   |  |  | 494,215,034       | 
|Accounts receivable, net—related parties                                                         |  |      | 24    |  |                   |  | 100,382       |                   |  |  | 31,010,170        | 
|Accounts receivable, net—third parties                                                           |  |      | 6     |  |                   |  | 576,796,395   |                   |  |  | 1,600,206,864     | 
|Notes receivable                                                                                 |  |      | 2(g)  |  |                   |  | —             |                   |  |  | 17,279,630        | 
|Advances to suppliers, net—third parties                                                         |  |      | 7     |  |                   |  | 339,738,092   |                   |  |  | 208,104,089       | 
|Inventories                                                                                      |  |      | 8     |  |                   |  | 819,514,531   |                   |  |  | 798,075,329       | 
|Forward contract receivables                                                                     |  |      | 27    |  |                   |  | 96,871,563    |                   |  |  | 64,954,682        | 
|Deferred tax assets—current                                                                      |  |      | 5     |  |                   |  | 2,717,766     |                   |  |  | —                 | 
|Other receivables—related parties                                                                |  |      | 24    |  |                   |  | 399,444       |                   |  |  | 691,242           | 
|Prepayments and other current assets                                                             |  |      | 9     |  |                   |  | 385,635,603   |                   |  |  | 813,910,281       | 
|Total current assets                                                                             |  |      |       |  |                   |  | 3,194,474,145 |                   |  |  | 4,608,473,740     | 
|Non-current assets:                                                                              |  |      |       |  |                   |  |               |                   |  |  |                   | 
|Property, plant and equipment, net                                                               |  |      | 10    |  |                   |  | 1,938,978,220 |                   |  |  | 3,840,798,972     | 
|Land use rights, net                                                                             |  |      | 11    |  |                   |  | 261,858,588   |                   |  |  | 368,042,926       | 
|Intangible assets, net                                                                           |  |      | 12    |  |                   |  | 951,108       |                   |  |  | 3,656,392         | 
|Advances to suppliers to be utilized beyond one year                                             |  |      | 7     |  |                   |  | 234,577,110   |                   |  |  | 209,630,940       | 
|Goodwill                                                                                         |  |      | 3     |  |                   |  | 45,645,832    |                   |  |  | —                 | 
|Deferred tax assets—non-current                                                                  |  |      | 5     |  |                   |  | 328,103       |                   |  |  | —                 | 
|Capped call options                                                                              |  |      | 20    |  |                   |  | —             |                   |  |  | 16,408,445        | 
|Other assets                                                                                     |  |      | 13    |  |                   |  | 203,532,685   |                   |  |  | 129,387,926       | 
|Total assets                                                                                     |  |      |       |  |                   |  | 5,880,345,791 |                   |  |  | 9,176,399,341     | 
|LIABILITIES AND SHAREHOLDERS’ EQUITY                                                             |  |      |       |  |                   |  |               |                   |  |  |                   | 
|Current liabilities:                                                                             |  |      |       |  |                   |  |               |                   |  |  |                   | 
|Accounts payable—a related party                                                                 |  |      | 24    |  |                   |  | —             |                   |  |  | 35,887,845        | 
|Accounts payable—third parties                                                                   |  |      |       |  |                   |  | 355,011,660   |                   |  |  | 340,998,588       | 
|Notes payable                                                                                    |  |      | 2(g)  |  |                   |  | 571,522,154   |                   |  |  | 909, 830,626      | 
|Accrued payroll and welfare expenses                                                             |  |      |       |  |                   |  | 96,853,932    |                   |  |  | 176,647,819       | 
|Advances from third party customers                                                              |  |      |       |  |                   |  | 164,956,890   |                   |  |  | 85,523,982        | 
|Income tax payables                                                                              |  |      | 5     |  |                   |  | 92,200,131    |                   |  |  | 32,884,140        | 
|Other payables and accruals                                                                      |  |      | 14    |  |                   |  | 456,415,783   |                   |  |  | 813,027,659       | 
|Other payables due to a related party                                                            |  |      | 24    |  |                   |  | —             |                   |  |  | 1,094,047         | 
|Forward contract payables                                                                        |  |      | 27    |  |                   |  | 13,063,592    |                   |  |  | 5,524,497         | 
|Deferred tax liabilities—current                                                                 |  |      | 5     |  |                   |  | 10,112,475    |                   |  |  | —                 | 
|Bonds payable and accrued interests                                                              |  |      | 15    |  |                   |  | —             |                   |  |  | 1,039,635,333     | 
|Contingent liabilities                                                                           |  |      | 26(c) |  |                   |  | 10,000,000    |                   |  |  | —                 | 
|Short-term borrowings from third parties, including current portion of long-term bank borrowings |  |      | 16    |  |                   |  | 1,171,776,271 |                   |  |  | 2,200,032,066     | 
|Guarantee liabilities                                                                            |  |      | 26(d) |  |                   |  | —             |                   |  |  | 1,500,000         | 
|Total current liabilities                                                                        |  |      |       |  |                   |  | 2,941,912,888 |                   |  |  | 5,642,586,602     | 
|Non-current liabilities:                                                                         |  |      |       |  |                   |  |               |                   |  |  |                   | 
|Long-term borrowings                                                                             |  |      | 16    |  |                   |  | 269,250,000   |                   |  |  | 155,500,000       | 
|Guarantee liabilities                                                                            |  |      | 26(d) |  |                   |  | 1,500,000     |                   |  |  | —                 | 
|Accrued warranty costs – non-current                                                             |  |      |       |  |                   |  | —             |                   |  |  | 85,361,926        | 
|Convertible senior notes                                                                         |  |      | 20    |  |                   |  | —             |                   |  |  | 387,777,235       | 
|Deferred tax liability—non-current                                                               |  |      | 5     |  |                   |  | 2,481,027     |                   |  |  | —                 | 
|Total liabilities                                                                                |  |      |       |  |                   |  | 3,215,143,915 |                   |  |  | 6,271,225,763     | 



F-4







JINKOSOLAR HOLDING CO., LTD.

CONSOLIDATED BALANCE SHEETS—(Continued)

AS OF DECEMBER 31, 2010 AND 2011



|                                                                                                                                                                              |  | Note |       |  | December 31, 2010 |  |               | December 31, 2011 |  |  | December 31, 2011 |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ----- |  | ----------------- |  | ------------- | ----------------- |  |  | ----------------- | -
|                                                                                                                                                                              |  |      |       |  | RMB               |  |               | RMB               |  |  | USD (Note 2(aj))  |  
|Commitments and contingencies                                                                                                                                                 |  |      | 26    |  |                   |  |               |                   |  |  |                   |  
|Shareholders' Equity                                                                                                                                                          |  |      |       |  |                   |  |               |                   |  |  |                   |  
|Ordinary shares (US$0.00002 par value, 500,000,000 shares authorized, 95,078,242 and 89,435,058 shares issued and outstanding as of December 31, 2010 and 2011, respectively) |  |      | 21    |  |                   |  | 13,832        |                   |  |  | 13,200            |  
|Additional paid-in capital                                                                                                                                                    |  |      |       |  |                   |  | 1,542,089,341 |                   |  |  | 1,507,224,827     |  
|Statutory reserves                                                                                                                                                            |  |      | 2(ae) |  |                   |  | 164,586,834   |                   |  |  | 178,984,364       |  
|Accumulated other comprehensive loss                                                                                                                                          |  |      |       |  |                   |  | —             |                   |  |  | (134,611          | )
|Treasury stock, at cost; nil and 1,028,920 shares of ordinary shares as of December 31, 2010 and 2011, respectively                                                           |  |      | 2(ad) |  |                   |  | —             |                   |  |  | (8,354,423        | )
|Retained earnings                                                                                                                                                             |  |      |       |  |                   |  | 958,511,869   |                   |  |  | 1,217,457,158     |  
|Total JinkoSolar Holding Co., Ltd. shareholders' equity                                                                                                                       |  |      |       |  |                   |  | 2,665,201,876 |                   |  |  | 2,895,190,515     |  
|Non-controlling interests                                                                                                                                                     |  |      |       |  |                   |  | —             |                   |  |  | 9,983,063         |  
|Total liabilities and shareholders' equity                                                                                                                                    |  |      |       |  |                   |  | 5,880,345,791 |                   |  |  | 9,176,399,341     |  



The accompanying notes are an integral part
of these consolidated financial statements.



F-5







JINKOSOLAR HOLDING CO., LTD.

CONSOLIDATED STATEMENTS OF CHANGES IN
SHAREHOLDERS’ EQUITY AND COMPREHENSIVE LOSS

FOR THE YEARS ENDED DECEMBER 31, 2009,
2010 AND 2011



|                                                                                              |  |       |  | Ordinary
    Shares  |            |   |           |  |        |                                |  |  | JinkoSolar
    Holding Co., Ltd shareholders' equity |   |  |                                                  |             |  |                         |  |          |                       | 
|--------------------------------------------------------------------------------------------- |  | ----- |  | -------------------- | ---------- | - | --------- |  | ------ | ------------------------------ |  |  | ---------------------------------------------------- | - |  | ------------------------------------------------ | ----------- |  | ----------------------- |  | -------- | --------------------- | 
|                                                                                              |  | Notes |  | Number of
    shares |            |   | Par value |  |        | Additional
    paid in capital |  |  | Statutory
    reserves                               |   |  | Accumulated
    other
    comprehensive
    loss |             |  | Treasury
    
    stock |  |          | Retained
    earnings | 
|                                                                                              |  |       |  |                      |            |   | RMB       |  |        | RMB                            |  |  | RMB                                                  |   |  | RMB                                              |             |  | RMB                     |  |          | RMB                   | 
|Balance as of January 1, 2009                                                                 |  |       |  |                      | 50,731,450 |   |           |  | 7,809  |                                |  |  | 121,463,257                                          |   |  |                                                  | 25,825,125  |  |                         |  | —        |                       | 
|Series A Redeemable Convertible Preferred Shares accretion                                    |  |       |  |                      | —          |   |           |  | —      |                                |  |  | —                                                    |   |  |                                                  | —           |  |                         |  | —        |                       | 
|Series B Redeemable Convertible Preferred Shares accretion                                    |  |       |  |                      | —          |   |           |  | —      |                                |  |  | —                                                    |   |  |                                                  | —           |  |                         |  | —        |                       | 
|Deemed dividend to a preferred shareholder                                                    |  | 19    |  |                      | —          |   |           |  | —      |                                |  |  | 8,015,089                                            |   |  |                                                  | —           |  |                         |  | —        |                       | 
|Contribution from the Shareholders in the form of ordinary shares                             |  | 19    |  |                      | —          |   |           |  | —      |                                |  |  | 43,561,732                                           |   |  |                                                  | —           |  |                         |  | —        |                       | 
|Non-cash compensation to ordinary shareholders/employees                                      |  | 19    |  |                      | —          |   |           |  | —      |                                |  |  | 20,889,414                                           |   |  |                                                  | —           |  |                         |  | —        |                       | 
|Net income attributable to JinkoSolar Holding Co., Ltd.                                       |  |       |  |                      | —          |   |           |  | —      |                                |  |  | —                                                    |   |  |                                                  | —           |  |                         |  | —        |                       | 
|Appropriation to statutory reserves of Jiangxi
    Jinko                                      |  |       |  |                      | —          |   |           |  | —      |                                |  |  | —                                                    |   |  |                                                  | 12,609,573  |  |                         |  | —        |                       | 
|Balance as of December 31, 2009                                                               |  |       |  |                      | 50,731,450 |   |           |  | 7,809  |                                |  |  | 193,929,492                                          |   |  |                                                  | 38,434,698  |  |                         |  | —        |                       | 
|Series A Redeemable Convertible Preferred Shares accretion                                    |  |       |  |                      | —          |   |           |  | —      |                                |  |  | —                                                    |   |  |                                                  | —           |  |                         |  | —        |                       | 
|Series B Redeemable Convertible Preferred Shares accretion                                    |  |       |  |                      | —          |   |           |  | —      |                                |  |  | —                                                    |   |  |                                                  | —           |  |                         |  | —        |                       | 
|Share-based compensation                                                                      |  |       |  |                      | —          |   |           |  | —      |                                |  |  | 24,128,751                                           |   |  |                                                  | —           |  |                         |  | —        |                       | 
|Issuance of shares upon initial public offerings                                              |  |       |  |                      | 23,340,000 |   |           |  | 3,187  |                                |  |  | 368,561,458                                          |   |  |                                                  | —           |  |                         |  | —        |                       | 
|Conversion of Series A Redeemable Convertible Preferred Shares                                |  | 19    |  |                      | 5,375,150  |   |           |  | 734    |                                |  |  | 202,490,448                                          |   |  |                                                  | —           |  |                         |  | —        |                       | 
|Conversion of Series B Redeemable Convertible Preferred Shares                                |  | 19    |  |                      | 7,481,250  |   |           |  | 1,022  |                                |  |  | 305,182,543                                          |   |  |                                                  | —           |  |                         |  | —        |                       | 
|Issuance of shares in secondary offerings                                                     |  |       |  |                      | 8,000,000  |   |           |  | 1,060  |                                |  |  | 445,720,579                                          |   |  |                                                  | —           |  |                         |  | —        |                       | 
|Exercise of share options                                                                     |  |       |  |                      | 150,392    |   |           |  | 20     |                                |  |  | 2,076,070                                            |   |  |                                                  | —           |  |                         |  | —        |                       | 
|Net income attributable to JinkoSolar Holding Co., Ltd.                                       |  |       |  |                      | —          |   |           |  | —      |                                |  |  | —                                                    |   |  |                                                  | —           |  |                         |  | —        |                       | 
|Appropriation to statutory reserves of Jiangxi
    Jinko and Zhejiang Jinko                   |  |       |  |                      | —          |   |           |  | —      |                                |  |  | —                                                    |   |  |                                                  | 126,152,136 |  |                         |  | —        |                       | 
|Balance as of December 31, 2010                                                               |  |       |  |                      | 95,078,242 |   |           |  | 13,832 |                                |  |  | 1,542,089,341                                        |   |  |                                                  | 164,586,834 |  |                         |  | —        |                       | 
|Capital contribution from non-controlling interests holder                                    |  |       |  |                      | —          |   |           |  | —      |                                |  |  | —                                                    |   |  |                                                  | —           |  |                         |  | —        |                       | 
|Share-based compensation                                                                      |  |       |  |                      | —          |   |           |  | —      |                                |  |  | 9,879,124                                            |   |  |                                                  | —           |  |                         |  | —        |                       | 
|Repurchase of shares of the Company                                                           |  |       |  |                      | (5,919,320 | ) |           |  | (668   | )                              |  |  | (48,502,683                                          | ) |  |                                                  | —           |  |                         |  | —        |                       | 
|Components of comprehensive income                                                            |  |       |  |                      |            |   |           |  |        |                                |  |  |                                                      |   |  |                                                  |             |  |                         |  |          |                       | 
|Net income                                                                                    |  |       |  |                      | —          |   |           |  | —      |                                |  |  | —                                                    |   |  |                                                  | —           |  |                         |  | —        |                       | 
|Foreign currency translation
    adjustments                                                  |  |       |  |                      | —          |   |           |  | —      |                                |  |  | —                                                    |   |  |                                                  | —           |  |                         |  | (134,611 | )                     | 
|Total comprehensive income                                                                    |  |       |  |                      |            |   |           |  |        |                                |  |  |                                                      |   |  |                                                  |             |  |                         |  |          |                       | 
|Exercise of share options                                                                     |  |       |  |                      | 276,136    |   |           |  | 36     |                                |  |  | 3,759,045                                            |   |  |                                                  | —           |  |                         |  | —        |                       | 
|Appropriation to statutory reserves of Jiangxi Jinko, Zhejiang Jinko
    and Jiangxi Material |  |       |  |                      | —          |   |           |  | —      |                                |  |  | —                                                    |   |  |                                                  | 14,397,530  |  |                         |  | —        |                       | 
|Balance as of December 31, 2011                                                               |  |       |  |                      | 89,435,058 |   |           |  | 13,200 |                                |  |  | 1,507,224,827                                        |   |  |                                                  | 178,984,364 |  |                         |  | (134,611 | )                     | 
|Balance as of December 31, 2011 USD (Note 2(aj))                                              |  |       |  |                      | 89,425,058 |   |           |  | 2,097  |                                |  |  | 239,473,908                                          |   |  |                                                  | 28,437,751  |  |                         |  | (21,388  | )                     | 





The accompanying notes are an integral part
of these consolidated financial statements.



F-6







JINKOSOLAR HOLDING CO., LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2009,
2010 AND 2011



|                                                                                            |  | For the year ended December 31, |             
|------------------------------------------------------------------------------------------- |  | ------------------------------- | ------------
|                                                                                            |  | 2009                            |             
|                                                                                            |  | RMB                             |             
|Cash flows from operating activities:                                                       |  |                                 |             
|Net income                                                                                  |  |                                 | 85,409,632  
|Adjustments to reconcile net income to net cash provided by/(used in) operating activities: |  |                                 |             
|Change in fair value of embedded derivatives (Note 27)                                      |  |                                 | 13,599,301  
|Change in fair value of forward contracts (Note 27)                                         |  |                                 | —           
|Change in fair value of convertible senior notes (Note 27)                                  |  |                                 | —           
|Change in fair value of capped call options (Note 27)                                       |  |                                 | —           
|Share-based compensation charge (Note 23)                                                   |  |                                 | —           
|Deferred income taxes                                                                       |  |                                 | (1,342,038  
|Non-cash compensation to ordinary shareholders/employees (Note 21)                          |  |                                 | 20,889,414  
|Depreciation of property, plant and equipment                                               |  |                                 | 43,840,980  
|Amortization of land use rights                                                             |  |                                 | 2,245,016   
|Amortization of intangible assets                                                           |  |                                 | 4,130       
|Amortization of deferred financing cost                                                     |  |                                 | 250,000     
|Inventories provision                                                                       |  |                                 | 11,422,243  
|Provision for allowance of doubtful accounts                                                |  |                                 | 2,800,000   
|Provision for other receivable                                                              |  |                                 | 4,000,000   
|Provision for advance to suppliers                                                          |  |                                 | —           
|Loss on disposal of property, plant and equipment                                           |  |                                 | —           
|Property, plant and equipment impairment                                                    |  |                                 | —           
|Goodwill impairment                                                                         |  |                                 | —           
|Investment income                                                                           |  |                                 | (82,063     
|Contingent liability                                                                        |  |                                 | —           
|Exchange loss                                                                               |  |                                 | 2,181,537   
|Changes in operating assets and liabilities:                                                |  |                                 |             
|Increase in accounts receivable                                                             |  |                                 | (143,616,567
|(Increase)/decrease in notes receivable                                                     |  |                                 | (13,301,730 
|Decrease/(increase) in advances to suppliers                                                |  |                                 | 3,107,915   
|Decrease/(increase) in inventories                                                          |  |                                 | 46,504,747  
|Increase in other receivables from related parties                                          |  |                                 | —           
|Increase in prepayments and other current assets                                            |  |                                 | (76,817,335 
|Decrease/(increase) in other assets                                                         |  |                                 | —           
|Increase/(decrease) in accounts payable                                                     |  |                                 | 66,469,936  
|Increase in accrued payroll and welfare expenses                                            |  |                                 | 21,217,295  
|(Decrease)/increase in advances from third party customers                                  |  |                                 | (139,608,876
|Increase/(decrease) in income tax payables                                                  |  |                                 | —           
|(Decrease)/increase in other payables and accruals                                          |  |                                 | (25,470,359 
|Net cash (used in)/provided by operating activities                                         |  |                                 | (76,296,822 



F-7







JINKOSOLAR HOLDING CO., LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)

FOR THE YEARS ENDED DECEMBER 31, 2009,
2010 AND 2011



|                                                          |  | For the year ended December 31, |              
|--------------------------------------------------------- |  | ------------------------------- | -------------
|                                                          |  | 2009                            |              
|                                                          |  | RMB                             |              
|Cash flows from investing activities:                     |  |                                 |              
|(Increase)/Decrease in restricted cash                    |  |                                 | 2,046,420    
|Purchase of property, plant and equipment                 |  |                                 | (242,770,774 
|Purchase of land use rights                               |  |                                 | (42,500,610  
|Purchase of intangible assets                             |  |                                 | (283,261     
|Cash paid for short-term investments                      |  |                                 | (50,400,000  
|Net cash paid for acquisition of a subsidiary             |  |                                 | (69,248,833  
|Proceeds from disposal of property, plant and equipment   |  |                                 | —            
|Cash collected from short-term investments                |  |                                 | —            
|Repayment of loan by a third party                        |  |                                 | 3,000,000    
|Net cash used in investing activities                     |  |                                 | (400,157,058 
|Cash flows from financing activities:                     |  |                                 |              
|Net proceeds from public offering of ordinary shares      |  |                                 | —            
|Proceeds from exercise of share options                   |  |                                 | —            
|Net proceeds from issuance of convertible senior notes    |  |                                 | —            
|Repurchase of convertible senior notes                    |  |                                 | —            
|Proceeds from issuance of bonds                           |  |                                 | —            
|Repurchase of common stock                                |  |                                 | —            
|Cash paid for capped call options                         |  |                                 | —            
|Capital contributions by non-controlling interests holder |  |                                 | —            
|Cash paid for capital lease                               |  |                                 | (7,541,257   
|Borrowings from third parties                             |  |                                 | 1,294,956,061
|Repayment of borrowings to third parties                  |  |                                 | (681,692,735 



F-8







|                                                                                                  |  | For the year ended December 31, |            
|------------------------------------------------------------------------------------------------- |  | ------------------------------- | -----------
|                                                                                                  |  | 2009                            |            
|                                                                                                  |  | RMB                             |            
|(Increase)/decrease in cash restricted for notes payable (Note 2(g))                              |  |                                 | (43,986,784
|Increase in notes payable (Note 2(g))                                                             |  |                                 | 39,553,566 
|Net cash provided by financing activities                                                         |  |                                 | 601,288,851
|Effect of foreign exchange rate changes on cash and cash equivalents                              |  |                                 | 321,039    
|Net increase/(decrease) in cash and cash equivalent                                               |  |                                 | 125,156,010
|Cash and cash equivalents, beginning of year                                                      |  |                                 | 27,323,587 
|Cash and cash equivalents, end of year                                                            |  |                                 | 152,479,597
|Supplemental disclosure of cash flow information                                                  |  |                                 |            
|Cash paid for income tax                                                                          |  |                                 | —          
|Cash paid for interest expenses (net of amounts capitalized)                                      |  |                                 | 30,195,110 
|Supplemental disclosure of non-cash investing and financing cash flow information                 |  |                                 |            
|Purchases of property, plant and equipment included in other payables - net                       |  |                                 | 91,387,236 
|Payable under capital lease                                                                       |  |                                 | 3,744,481  
|Conversion of Redeemable Convertible Preferred Shares into ordinary shares upon the Company's IPO |  |                                 | —          



The accompanying notes are an integral part
of these consolidated financial statements.



F-9







JINKOSOLAR HOLDING CO., LTD.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2009,
2010 AND 2011



| | 1. | ORGANIZATION AND NATURE OF OPERATIONS
| | -- | -------------------------------------



JinkoSolar Holding Co., Ltd. (the "Company")
was incorporated in the Cayman Islands on August 3, 2007. On May 14, 2010, the Company became listed on the New York Stock
Exchange (“NYSE”) in the United States.



The Company and its subsidiaries (collectively
the “Group”) are principally engaged in the design, development, production and marketing of photovoltaic products
and also provide solar system integration services as well as developing commercial solar power projects.



JinkoSolar Technology Limited (“Paker”,
formally known as Paker Technology Limited) was incorporated in Hong Kong as a limited liability company on November 10, 2006
by a Hong Kong citizen and a citizen of People's Republic of China ("the PRC"), who held the investment on behalf
of three PRC shareholders (the "Shareholders") via a series of entrustment agreements. On December 16, 2008, all
of the then existing shareholders of Paker exchanged their respective shares of Paker for equivalent classes of shares of the Company
(the "Share Exchange"). As a result, Paker became a wholly-owned subsidiary of the Company. On December 13, 2006,
Paker established Jinko Solar Co., Ltd. (“Jiangxi Jinko”) as a wholly foreign owned enterprise in Shangrao, Jiangxi
province, the PRC.



The immediate family members of the Shareholders
established Jiangxi Desun Energy Co., Ltd. (“Desun”) on behalf of the Shareholders on June 6, 2006 in Shangrao, Jiangxi
province, the PRC. In January 2007 the shares were transferred to the shareholders of the Company. From February 28, 2007 to August
9, 2007, Paker entered into various agreements with Desun under which Paker injected capital into Desun. Upon the completion of
the capital injections, the Shareholders owned 72.98% of Desun, Paker owned the remaining 27.02% and Desun became a foreign invested
enterprise. In addition, on February 27, 2007, the Shareholders executed an agreement whereby they pledged their shares and beneficial
interest (“Share Pledge Agreement”) in Desun to Paker. As a result, Paker obtained 100% voting control and economic
interest of Desun (“Reorganization”).



The Reorganization and the Share Exchange
were accounted for as legal reorganization of entities under common control, in a manner similar to pooling of interests. Accordingly,
the accompanying consolidated financial statements were prepared as if the current corporate structure had been in existence from
the inception of Desun. On July 28, 2008, Paker disposed its equity interests in Desun to a third party. Concurrently with
the disposal, the Shareholders and Paker terminated the Share Pledge Agreement. The disposal and the termination of the Share Pledge
Agreement were both approved by the local authorities on July 28, 2008. Consequently, the Company deconsolidated Desun as
of July 28, 2008.



The following table sets forth information
concerning the Company’s major subsidiaries as of December 31, 2011:



|Subsidiaries                                                        |  | Date of Incorporation /Acquisition |                    |  | Place of 
Incorporation |             | Percentage of Ownership | 
|------------------------------------------------------------------- |  | ---------------------------------- | ------------------ |  | ----------------------- | ----------- | ----------------------- | 
|                                                                    |  |                                    |                    |  |                         |             |                         | 
|JinkoSolar Technology Limited (“Paker”)                             |  |                                    | November 10, 2006  |  |                         | Hong Kong   |                         | 
|                                                                    |  |                                    |                    |  |                         |             |                         | 
|JinkoSolar International Limited (“JinkoSolar International”)       |  |                                    | November 25, 2009  |  |                         | Hong Kong   |                         | 
|                                                                    |  |                                    |                    |  |                         |             |                         | 
|Jinko Solar Co., Ltd. (“Jiangxi Jinko”)                             |  |                                    | December 13, 2006  |  |                         | PRC         |                         | 
|                                                                    |  |                                    |                    |  |                         |             |                         | 
|Jinko Solar Import and Export Co., Ltd. ("Jinko Import and Export") |  |                                    | December 24, 2009  |  |                         | PRC         |                         | 
|                                                                    |  |                                    |                    |  |                         |             |                         | 
|Zhejiang Jinko Solar Co., Ltd. ("Zhejiang Jinko")                   |  |                                    | September 30, 2009 |  |                         | PRC         |                         | 
|                                                                    |  |                                    |                    |  |                         |             |                         | 
|Zhejiang Jinko Trading Co., Ltd. ("Zhejiang Trading")               |  |                                    | June 13, 2010      |  |                         | PRC         |                         | 
|                                                                    |  |                                    |                    |  |                         |             |                         | 
|Delingha Ruiqida Solar Power Co., Ltd ("Delingha Solar Power")      |  |                                    | December 6, 2011   |  |                         | PRC         |                         | 
|                                                                    |  |                                    |                    |  |                         |             |                         | 
|Jiangxi Photovoltaic Materials Co., Ltd ("Jiangxi Materials")       |  |                                    | December 1, 2010   |  |                         | PRC         |                         | 
|                                                                    |  |                                    |                    |  |                         |             |                         | 
|JinkoSolar (Switzerland) AG (“Jinko Switzerland”)                   |  |                                    | May 3, 2011        |  |                         | Switzerland |                         | 
|                                                                    |  |                                    |                    |  |                         |             |                         | 
|JinkoSolar GmbH (“Jinko GmbH”)                                      |  |                                    | April 1, 2010      |  |                         | Germany     |                         | 
|                                                                    |  |                                    |                    |  |                         |             |                         | 
|JinkoSolar (U.S.) Inc. ("Jinko US")                                 |  |                                    | August 19, 2010    |  |                         | USA         |                         | 
|                                                                    |  |                                    |                    |  |                         |             |                         | 
|JinkoSolar (US) Holdings Inc. (“Jinko US Holding”)                  |  |                                    | June 7, 2011       |  |                         | USA         |                         | 
|                                                                    |  |                                    |                    |  |                         |             |                         | 
|JinkoSolar Italy S.R.L. (“Jinko Italy”)                             |  |                                    | July 8, 2011       |  |                         | Italy       |                         | 
|                                                                    |  |                                    |                    |  |                         |             |                         | 
|JinkoSolar SAS (“Jinko France”)                                     |  |                                    | September 12, 2011 |  |                         | France      |                         | 



In June 2009, the Company acquired 100%
equity interest in Zhejiang Jinko for a total consideration of RMB100 million. The acquisition was consummated on June 30,
2009. Consequently, the Company consolidated the financial statements of Zhejiang Jinko starting from June 30, 2009. Zhejiang
Jinko is a solar cell manufacturer which was also one of Jiangxi Jinko's major solar wafer customers before the acquisition.



Other than Zhejiang Jinko, all other subsidiaries
were formed by the Company.



In December 2011, the Company established
a subsidiary, Delingha Solar Power, with a registered capital of RMB88.5 million in the PRC. The Company and an independent third
party held 88.7% and 11.3%, respectively, of the equity interest of the project company. Delingha Solar Power is developing its
self-owned on-grid solar power plant with a total capacity of 30MW in Delingha, Qinghai Province which Delingha Solar Power plans
to operate upon its completion.









F-10







2.     PRINCIPAL
ACCOUNTING POLICIES



a. Basis of presentation and use
of estimates



The accompanying consolidated financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S.
GAAP").



The preparation of consolidated financial
statements in conformity with U.S. GAAP requires management of the Company to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial
statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those
estimates. The Group bases its estimates on historical experience and various other factors believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that
are not readily apparent from other sources. Significant accounting estimates reflected in the Company’s consolidated financial
statements include allowance for doubtful receivables, provision for inventories and advances to suppliers, the economic useful
lives of property, plant and equipment and intangible assets, assumptions used in purchase price allocation, assumptions used to
measure impairment of goodwill, property, plant and equipment and intangible assets, certain accrued liabilities including accruals
for warranty costs, accounting for share-based compensation, fair value measurements, legal contingencies, and income taxes and
related tax valuation allowance.



The Company has a negative
working capital balance at December 31, 2011. Management believes that the Company’s current cash position as of
December 31, 2011, the cash expected to be generated from operations and funds available from borrowings under the bank
quotas will be sufficient to meet the Company’s working capital and capital expenditure requirements for at least the
next twelve months from December 31, 2011. However, given that certain bank borrowings and bonds due within the near term
future (Note 15 and Note 16), sufficient funds may not be available to the Company. Accordingly, the Company may need to
reduce discretionary spending and raise additional funds through public or private equity or debt financing. Any additional
equity financing may be dilutive to stockholders and debt financing, if available, may involve covenants that would restrict
the Company. Additional funds may not be available on terms favorable to the Company or at all. Failure to manage
discretionary spending or raise additional capital or debt financing as required may adversely impact the Company’s
ability to achieve its intended business objectives. The Company believes, although it is not certain, that it will be able
to maintain compliance with the convertible senior notes covenants and repay short term borrowings and other liabilities as
those become due for at least the next twelve months from December 31, 2011, and as such, these financial statements are
prepared under the going concern assumption which contemplates the realization of assets and the liquidation of liabilities
in the ordinary course of business.



b. Consolidation



The consolidated financial statements include
the financial statements of the Company and its subsidiaries. All significant transactions and balances among the Company and its
subsidiaries have been eliminated upon consolidation.



For the Company’s majority-owned
subsidiaries, non-controlling interest is recognized to reflect the portion of their equity which is not attributable, directly
or indirectly, to the Group.



c. Foreign currency translation



The Group's reporting currency is the Renminbi
("RMB"), the official currency in the PRC. The Company and certain subsidiaries use RMB as their functional currency.
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange
rates quoted by the People's Bank of China (the "PBOC") prevailing at the dates of the transactions. Gains and losses
resulting from foreign currency transactions are included in the consolidated statements of operations. Monetary assets and liabilities
denominated in foreign currencies are translated into RMB using the applicable exchange rates quoted by the PBOC at the applicable
balance sheet dates. All such exchange gains or losses are included in exchange loss in the consolidated statements of operations.



For consolidation purpose, the financial
statements of the Company’s subsidiaries whose functional currencies are other than the RMB are translated into RMB using
exchange rates quoted by PBOC. Assets and liabilities are translated at the exchange rates at the balance sheet date, equity accounts
are translated at historical exchange rates and revenues, expenses and gains and losses are translated using the average exchange
rates for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component
of in accumulated other comprehensive income in the statement of shareholders’ equity and comprehensive loss.



The RMB is not a freely convertible currency.
The PRC State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion
of RMB into foreign currencies. The value of the RMB is subject to changes in central government policies and to international
economic and political developments affecting supply and demand in China’s foreign exchange trading system market. The Company’s
aggregate amount of cash, cash equivalents and restricted cash denominated in RMB amounted to RMB775.9 million and RMB461.7 million
as of December 31, 2010 and 2011, respectively.



F-11





d. Cash and cash equivalents



Cash and cash equivalents represent cash
on hand and demand deposits placed with banks or other financial institutions, which have original maturities of three months or
less.



e. Restricted cash



Restricted cash represents deposits legally
held by a bank which are not available for the Group's general use. These deposits are held as collateral for issuance of letters
of credit or guarantee, bank acceptance notes to vendors for purchase of machinery and inventories and forward contracts.



f. Short-term investments



Short-term investments represent the bank
time deposits with original maturities longer than three months and less than one year.



g. Notes receivable and payable



The Group accepts bank acceptance notes
from customers in China in the normal course of business. The Group may discount these notes with banks in China or endorse these
notes with its suppliers to clear its accounts payable. Notes that have been discounted with banks or endorsed with suppliers are
derecognized from the consolidated balance sheets when the criteria for sale treatment are met.



The Group also issues bank acceptance notes
to its suppliers in China in the normal course of business. The Group classified the changes in notes payable and the restricted
cash held as collateral for issuance of bank acceptance notes as financing activities.



Notes receivable and payable are typically
non-interest bearing and have maturities of less than six months.



h. Accounts receivable



Specific provisions are made against accounts
receivable for estimated losses resulting from the inability of the Group’s customers to make payments. The Group periodically
assessed accounts receivable balances to determine whether an allowance for doubtful accounts should be made based upon historical
bad debts, specific customer creditworthiness and current economic trends. Accounts receivable in the balance sheets are stated
net of such provision, if any.

i. Short-term and long-term advances to suppliers



The Group provides short-term and long-term
advances to secure its raw material needs, which are then offset against future purchases. The Group continually assesses the credit
quality of its suppliers and the factors that affect the credit risk. If there is deterioration in the creditworthiness of its
suppliers, the Group will seek to recover its advances from the suppliers and provide for losses on advances which are akin to
receivables in operating expenses because of suppliers’ inability to return its advances. Recoveries of the allowance for
advances to supplier are recognized when they are received. The Company classified short-term and long-term advances to suppliers
based on management’s best estimate of the expected purchase in the next twelve-months as of the balance sheet date and the
Group’s ability to make requisite purchases under existing supply contracts. The balances expected to be utilized outside
of the 12 months are recorded in advances to suppliers to be utilized beyond one year.



j. Inventories



Inventories
are stated at the lower of cost or market. Cost is determined using the weighted average method. Provisions are made for excess,
slow moving and obsolete inventories as well as for inventories with carrying values in excess of market. Certain
factors could impact the realizable value of inventory, so the Group continually evaluates the recoverability based on assumptions
about customer demand and market conditions. The evaluation may take into consideration historical usage, expected demand, anticipated
sales price, new product development schedules, the effect new products might have on the sale of existing products, product obsolescence,
customer concentrations, and other factors. The reserve or write-down is equal to the difference between the cost of inventory
and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are
less favorable than those projected by management, additional inventory reserves or write-downs may be required that could negatively
impact the Group’s gross margin and operating results. If actual market conditions are more favorable, the Group may have
higher gross margin when products that have been previously reserved or written down are eventually sold.



In addition, the Company analyzes its firm
purchase commitments, which currently consist primarily of the long-term fixed price polysilicon supplier agreements, at each period
end. Provision is made in the current period when the anticipated inventories cost from future execution of such supplier agreement
is in excess of market.



k. Property, plant and equipment, net



Property, plant and equipment are stated
at cost less accumulated depreciation. Cost includes the prices paid to acquire or construct the assets, interest capitalized during
the construction period and any expenditure that substantially extends the useful life of an existing asset. Depreciation, taking
into consideration any estimated residual value, is computed using the straight-line method over the following estimated useful
lives:



|Buildings                               | 20 years 
|--------------------------------------- | ---------
|Machinery and equipment                 | 10 years 
|Furniture, fixture and office equipment | 3-5 years
|Motor vehicles                          | 4-5 years
|Solar power projects                    | 20 years 



Construction in progress primarily represents
the construction of new production line and solar power projects. Costs incurred in the construction are capitalized and transferred
to property, plant and equipment upon completion, at which time depreciation commences. Interest expense incurred for qualifying
assets are capitalized in accordance with Capitalization of Interest. Interest expense capitalized for the years ended December 31,
2009, 2010 and 2011 were RMB193,124, RMB2,147,440 and RMB3,505,464, respectively.



Expenditures for repairs and maintenance are
expensed as incurred. The gain or loss on disposal of property, plant and equipment, if any, is the difference between the net
sales proceeds and the carrying amount of the disposed assets, and is recognized in the consolidated statement of operations upon
disposal.



l. Interest Capitalization



The interest cost associated with major development
and construction projects is capitalized and included in the cost of the property, plant and equipment or project assets. Interest
capitalization ceases once a project is substantially complete or no longer undergoing construction activities to prepare it for
its intended use. When no debt is specifically identified as being incurred in connection with a construction project, the Company
capitalizes interest on amounts expended on the project at the Company’s weighted average cost of borrowed money.



m. Land use rights



Land use rights represent fees paid to
obtain the right to use land in the PRC. Amortization is computed using the straight-line method over the terms specified in land
use right certificates of 50 years or 70 years, as applicable.

F-12







n. Intangible assets



Intangible assets include purchased software
and fees paid to register trademarks, which are amortized on a straight-line basis over their estimated useful lives, which are
5 or 10 years.



o. Goodwill



Goodwill represents the excess of (i) the
aggregate of (a) the consideration transferred measured in accordance with ASC 805, which generally requires acquisition-date fair
value; (b) the fair value of any noncontrolling interest in the acquiree; and (c) in a business combination achieved in stages,
the acquisition-date fair value of the acquirer’s previously held equity interest in the acquiree over (ii) the fair value
of the identifiable net assets of the acquiree. If the consideration transferred is less than the fair value of the net assets
acquired, the difference is recognized directly in the consolidated statement of operations. In a business combination, any acquired
intangible assets that do not meet separate recognition criteria as specified in ASC 805 should be recognized as goodwill.



Goodwill is tested for impairment annually
or more frequently if events or changes in circumstances indicate that it might be impaired. In December of each year, the Company
tests impairment of goodwill at the reporting unit level and recognizes impairment in the event that the carrying value exceeds
the fair value of each reporting unit. The Company performs a two-step goodwill impairment test. The first step, identifying potential
impairment, compares the fair values of each reporting unit to its carrying amount, including goodwill. If the carrying value
of the reporting unit exceeds its fair value, the second step would need to be conducted; otherwise, no further steps are necessary
as no potential impairment exists. The second step, measuring the impairment loss, compares the implied fair value of the reporting
unit goodwill with the carrying amount of that goodwill. Any excess of the reporting unit goodwill carrying value over the respective
implied value is recognized as an impairment loss.



An impairment loss of nil, nil and RMB45,645,832
was recorded in 2009, 2010 and 2011, respectively. See Note 28. “Goodwill” to the Company’s consolidated financial
statements for additional information on the Company’s goodwill impairment tests.



p. Business combination



The Company accounts for business combinations
using the acquisition method of accounting. This method requires that the acquisition consideration to be allocated to the assets,
including separately identifiable intangible assets, and the liabilities that the Company acquires based on their estimated fair
values. The Company makes estimates and judgments in determining the fair value of the acquired assets and liabilities based on
its experience with similar assets and liabilities in similar industries. If different judgments or assumptions were used, the
amounts assigned to the individual acquired assets or liabilities could be materially different.



q. Impairment of long-lived assets



The Company’s long-lived assets include
property, plant and equipment, solar power project assets and other intangible assets with finite lives. The Company’s business
requires heavy investment in manufacturing equipment that is technologically advanced, but can quickly become significantly under-utilized
or rendered obsolete by rapid changes in demand for solar power products produced with those equipment.



Long-lived assets are reviewed for impairment
whenever events or changes in circumstances indicate that carrying amount of an asset may not be recoverable. Factors considered
important that could result in an impairment review include significant underperformance relative to expected historical or projected
future operating results, significant changes in the manner of use of acquired assets and significant negative industry or economic
trends. The Group may recognize impairment of long-lived assets in the event the net book value of such assets exceeds the future
undiscounted cash flows attributable to these assets. If the total of the expected undiscounted future net cash flows is less than
the carrying amount of the asset, a loss, if any, is recognized for the difference between the fair value of the asset and its
carrying value. The impairment of long-lived assets for the Company were nil, RMB5,376,071 and nil for the years ended December 31,
2009, 2010 and 2011, respectively, which was recorded in general and administrative expenses (Note 10).



r. Leases



Leases are classified as capital or operating
leases. A lease that transfers to the lessee substantially all the benefits and risks incidental to ownership is classified as
a capital lease. At inception, a capital lease is recorded at the present value of minimum lease payments or the fair value of
the asset, whichever is less. Assets under capital leases are amortized on a basis consistent with that of similar fixed assets
or the lease term, whichever is less. Operating lease costs are recognized on a straight-line basis over the lease term.



s. Revenue recognition



The Company recognizes revenue for product
sales when persuasive evidence of an arrangement exists, delivery of the product has occurred and title and risk of loss has passed
to the customer, the sales price is fixed or determinable and the collectability of the resulting receivable is reasonably assured.
For all sales, the Company requires a contract or purchase order which quantifies pricing, quantity and product specifications.



For sales of photovoltaic products from PRC to foreign customers, delivery of the products generally occurs at the point in time the product is delivered
to the named port of shipment, which is when the risks and rewards of ownership are transferred to the customer. For sales of PV
products to domestic customers in PRC or by foreign subsidiaries, delivery of the product occurs generally at the point in time
the product is received by the customer, which is when the risks and rewards of ownership have been transferred. In the case of
sales that are contingent upon customer acceptance, revenue is not recognized until the deliveries are formally accepted by the
customers.



The Group offers to its solar modules
customers the right to return or exchange defective products within a prescribed period if the volume of the defective
products exceeds a certain percentage of the shipment as specified in the individual sales contract. For the solar module
sales contracts signed subsequent to October 1, 2010, the Group no longer offers the rights to return and refund to its
customers. Actual returns were 0.1% and 0.2% of total sales for the years ended December 31, 2009 and 2010, respectively.



The Group provides solar power product processing
services to customers and the revenue of processing services is recognized upon completion which is generally evidenced by delivery
of processed products to the customers.



The Company recognizes revenue related
to solar system integration on the percentage-of-completion method. The Company estimates its revenues by using the cost-to-cost
method, whereby it derives a ratio by comparing the costs incurred to date to the total costs expected to be incurred on the project.
The Company applies the ratio computed in the cost-to-cost analysis to the contract price to determine the estimated revenues earned
in each period. When the Company determines that total estimated costs will exceed total revenues under a contract, it records
a loss accordingly.



Advance payments received from customers
for the future sale of inventory are recognized as advances from third party customers in the consolidated balance sheets. Advances
from third party customers are recognized as revenues when the conditions for revenue recognition described above have been satisfied.
Advances from third party customers have been recognized as a current liability because the amount at each balance sheet date is
expected to be recognized as revenue within twelve months.



In the PRC, value added tax (“VAT”)
at a general rate of 17% on invoice amount is collected on behalf of tax authorities in respect of the sales of product and is
not recorded as revenue. VAT collected from customers, net of VAT paid for purchases, is recorded as a liability until it is paid
to the tax authorities.



t. Cost of revenue



Cost of revenue includes production and
indirect costs, as well as shipping and handling costs for raw materials purchase and provision for inventories.

F-13







u. Warranty cost



Solar modules produced by the Group are
typically sold with either a 2-year or 5-year warranty for product defects, and a 10-year and 25-year warranty against declines
of more than 10% and 20%, respectively, from the initial minimum power generation capacity at the time of delivery. Therefore,
the Group is exposed to potential liabilities that could arise from these warranties. The potential liability is generally in the
form of product replacement or repair.



Due to limited warranty claim history,
the Group estimates warranty costs based on an assessment for its competitors’ history while incorporating estimates of
failure rates through its quality review. Consequently, the Group accrues the equivalent of 1% of gross revenues as a warranty
liability to accrue the estimated cost of its warranty obligations. Actual warranty costs incurred for warranty claims by customers
are recorded in and charged against the accrued warranty liability. To the extent that actual warranty costs differ from the estimates,
the Group will prospectively revise its accrual rate. The Group began the sales of solar modules in the first half of 2009 and
has not experienced any material warranty claims to-date in connection with declines in the power generation capacity of its solar
modules or defects. The provision for warranty cost as of December 31, 2009, 2010 and 2011 were RMB1,727,717, RMB33,432,852
and RMB96,463,635, respectively. The warranty costs were classified as current liabilities under other payables and accruals,
and non-current liabilities under accrued warranty costs – non-current, respectively, which reflect our estimate of the
timing of when the warranty expenditures will likely be made. For the years ended December 31, 2009, 2010 and 2011, warranty cost
expenses were RMB1,727,717, RMB31,705,135 and RMB63,030,783, respectively. There was nil utilization of the warranty accruals
for each of the years ended December 31, 2009, 2010 and 2011.



v. Shipping and handling



Costs to ship products to customers are
included in selling and marketing expenses in the consolidated statements of operations. Costs to ship products to customers were
RMB1,632,428, RMB57,261,154 and RMB119,821,738 for the years ended December 31, 2009, 2010 and 2011, respectively.



w. Research and development



Research and development costs are expensed
when incurred.



x. Start-up costs



The Company expenses all costs incurred in
connection with start-up activities, including pre-production costs associated with new manufacturing facilities and costs incurred
with the formation of new subsidiaries such as organization costs.



y. Income Taxes



Income taxes are accounted for under the
asset and liability method. Deferred income tax assets and liabilities are recognized for the future tax consequences attributable
to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective
tax bases and any tax loss and tax credit carry forwards. Deferred income tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or
settled. The effect on deferred income tax assets and liabilities of a change in tax rates or tax laws is recognized in the consolidated
statements of operations in the period the change in tax rates or tax laws is enacted. A valuation allowance is provided to reduce
the amount of deferred income tax assets if it is considered more likely than not that some portion or all of the deferred income
tax assets will not be realized.



The accounting for uncertain tax positions
requires that the Company recognizes in the consolidated financial statements the impact of an uncertain tax position, if that
position is more likely than not of being sustained upon examination, based on the technical merits of the position. Recognized
income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition
or measurement are reflected in the period in which the change in judgment occurs. The Group's policy is to recognize, if any,
tax related interest as interest expenses and penalties as general and administrative expenses. For periods presented, the Group
did not have any interest and penalties associated with tax positions. As of December 31, 2011 and 2010, the Group did not
record any liability for any uncertain tax positions.



z. Commitments and Contingencies



Liabilities for loss contingencies arising
from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has
been incurred and the amount can be reasonably estimated.



aa. Financial guarantees



The Group issues guarantees in favor of
certain third parties. A guarantee requires the issuer to make payments to reimburse the holder for a loss it incurs when a specified
debtor fails to make repayments to the holder, when the debtor's liability to the holder falls due.



F-14







A guarantee is initially recognized at
the estimated fair value in the Group's consolidated balance sheets unless it becomes probable that the Group will reimburse the
holder of the guarantee for an amount higher than the carrying amount, in which case the guarantee is carried in the Group's consolidated
balance sheets at the expected amount payable to the holder. The guarantee is derecognized when the Group's obligation to the holder
expires.



ab. Fair value of financial instruments



The Company does not have any non-financial
assets or liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Fair value
is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date (also referred to as an exit price). A hierarchy is established for inputs used in
measuring fair value that gives the highest priority to observable inputs and the lowest priority to unobservable inputs. Valuation
techniques used to measure fair value shall maximize the use of observable inputs.



When available, the Company measures the
fair value of financial instruments based on quoted market prices in active markets, valuation techniques that use observable market-based
inputs or unobservable inputs that are corroborated by market data. Pricing information the Company obtains from third parties
is internally validated for reasonableness prior to use in the consolidated financial statements. When observable market prices
are not readily available, the Company generally estimates the fair value using valuation techniques that rely on alternate market
data or inputs that are generally less readily observable from objective sources and are estimated based on pertinent information
available at the time of the applicable reporting periods. In certain cases, fair values are not subject to precise quantification
or verification and may fluctuate as economic and market factors vary and the Company's evaluation of those factors changes.
Although the Company uses its best judgment in estimating the fair value of these financial instruments, there are inherent limitations
in any estimation technique. In these cases, a minor change in an assumption could result in a significant change in its estimate
of fair value, thereby increasing or decreasing the amounts of the Company's consolidated assets, liabilities, equity and net income.



The Company's financial instruments consist
principally of cash and cash equivalents, restricted cash, short-term investments, accounts and notes receivable, forward contract
receivable, other receivables, prepayments and other current assets, capped call options, accounts and notes payable, other payables
and accruals, forward contract payables, bonds payable, short-term borrowings, long-term borrowings, guarantee liability and convertible
senior notes (Note 27).



ac. Government grants



Government grants related to technology
upgrades and development of export markets are recognized as subsidy income when received. For the years ended December 31,
2009, 2010 and 2011, the Group received financial subsidies of RMB8,569,118, RMB15,696,641 and RMB25,553,802 from the local PRC
government authorities, respectively. These subsidies were non-recurring, not refundable and with no conditions, including none
related to specific use or disposition of the funds, attached. Such amounts were recorded as subsidy income in the consolidated
statements of operations. There are no defined rules and regulations to govern the criteria necessary for companies to enjoy such
benefits and the amount of financial subsidy is determined at the discretion of the relevant government authorities.





Government grants related to assets are
initially recorded as other payables and accruals which are deducted to the carrying amount when the assets are ready for use.
The Company received government grant for assets of nil, RMB55,000,000 and RMB91,611,300 during the years ended December 31, 2009,
2010 and 2011, respectively.



ad. Repurchase of share



When the Company’s shares are retired,
or purchased for constructive retirement (with or without an intention to retire the stock formally in accordance with applicable
laws), the excess of the purchase price over its par value is recorded entirely to additional paid-in capital subject to the limitation
of the additional paid in capital when the shares were originally issued. When the Company’s shares are acquired for purposes
other than retirement, the purchase price over its par value is shown separately as treasury stock.



ae. Statutory reserves



Zhejiang Jinko, as sino-foreign owned joint
venture incorporated in the PRC, is required to make appropriations of net profits, after recovery of accumulated deficit, to (i) a
general reserve fund, (ii) an enterprise expansion fund, and (iii) a staff bonus and welfare fund prior to distribution
of dividends to investors. These reserve funds are set at certain percentage of after-tax profit determined in accordance with
PRC accounting standards and regulations (the "PRC GAAP"). The percentage of net profit for appropriation to these funds
is at the discretion of their board of directors.



Jiangxi Jinko, as a wholly foreign owned
enterprise incorporated in the PRC, is required on an annual basis to make appropriations of net profits, after the recovery of
accumulated deficit, to a general reserve fund and a staff bonus and welfare fund. These reserve funds are set at certain percentage
of after-tax profit determined in accordance with the PRC GAAP. The percentage of the appropriation for general reserve fund is
at least 10%, and the percentage of the appropriation for staff bonus and welfare fund is at the discretion of its boards of directors.



Except for the aforementioned subsidiaries,
the Company's other subsidiaries, as domestic enterprises incorporated in the PRC, are required on an annual basis to make an appropriation
of net profits, after the recovery of accumulated deficit, to a statutory reserve fund. The statutory reserve fund is set at the
percentage of not lower than 10% of the after-tax profit determined in accordance with the PRC GAAP.



Once the level of the general reserve fund
and the statutory reserve fund reach 50% of the registered capital of the underlying entities, further appropriations to these
funds are discretionary. The Group's statutory reserves can only be used for specific purposes of enterprises expansion and staff
bonus and welfare, and are not distributable to the shareholders except in the event of liquidation. Appropriations to these funds
are accounted for as transfers from retained earnings to the statutory reserves.



During the years ended December 31, 2009,
2010 and 2011, the Group made total appropriations to these statutory reserves of RMB12,609,573, RMB126,152,136 and RMB14,397,530,
respectively.



F-15







af. Segment reporting



The Group operates and manages its business
as a single segment primarily in China.



ag. Earnings(Loss) per share





Basic earnings(loss) per share is computed
by dividing net income(loss) attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding
during the period using the two-class method. Under the two-class method, net income is allocated between ordinary shares and other
participating securities based on their participating rights. Diluted earnings(loss) per share is calculated by dividing net income(loss)
attributable to ordinary shareholders, as adjusted for the change in income or loss as result from the assumed conversion of those
participating securities, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding
during the period. Ordinary share equivalents consist of the ordinary shares issuable upon the conversion of the convertible senior
notes (using the if-converted method) and ordinary shares issuable upon the exercise of outstanding share options (using the treasury
stock method). Potential dilutive securities are not included in the calculation of dilutive earnings per share if the effect is
anti-dilutive.



ah. Share-based compensation



The Company’s share-based payment transactions
with employees, including share options, are measured based on the grant-date fair value of the equity instrument issued. The fair
value of the award is recognized as compensation expense, net of estimated forfeitures, over the period during which an employee
is required to provide service in exchange for the award, which is generally the vesting period.



ai. Other comprehensive income(loss)



Other comprehensive income(loss) is defined
as the change in equity during a period from non-owner sources. The Company’s other comprehensive income(loss) for each period
presented is comprised of foreign currency translation adjustment of the Company’s foreign subsidiaries whose
assets and liabilities are translated from their respective functional currencies at exchange rates in effect at the balance sheet
date, and revenues and expenses are translated at average exchange rates prevailing during the applicable period.



aj. Convenience translation



Translations of amounts from RMB into United
States dollars ("US$" or "USD") are solely for the convenience of readers and were calculated at the rate of
RMB6.2939 to US$1.00, the noon buying rate in effect on December 30, 2011, as set forth in the H.10 statistical release of
the Federal Reserve Board. No representation is intended to imply that the RMB amounts could have been, or could be, converted,
realized or settled into US$ at that rate on December 30, 2011, or at any other rate.



ak. Recent accounting pronouncements



In May 2011, the Financial Accounting Standards
Board ("FASB") amended its fair value principles and disclosure requirements. The amended fair value guidance states
that the concepts of highest and best use and valuation premise are only relevant when measuring the fair value of nonfinancial
assets and prohibits the grouping of financial instruments for purposes of determining their fair values when the unit of account
is specified in other guidance. The amendment became effective for the Company on January 1, 2012. The Company does not anticipate
that this amendment will have a material impact on its consolidated financial statements.



In June 2011, the FASB amended its disclosure
guidance related to the presentation of comprehensive income. This amendment eliminates the option to report other comprehensive
income and its components in the statement of changes in shareholders’ equity and requires presentation and reclassification
adjustments on the face of the income statement. In December, 2011, the FASB further amended its guidance to defer changes related
to the presentation of reclassification adjustments indefinitely as a result of concerns raised by stakeholders that the new presentation
requirements would be difficult for preparers and add unnecessary complexity to financial statements. The amendment (other than
the portion regarding the presentation of reclassification adjustments which, as noted above, has been deferred indefinitely) became
effective for the Company on January 1, 2012 and will not have any impact on its financial position, but will impact its financial
statement presentation.



In September 2011, the FASB amended its
goodwill guidance by providing entities an option to use a qualitative approach to test goodwill for impairment. An entity will
be able to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting
unit is less than its carrying value. If it is concluded that this is the case, it is necessary to perform the currently prescribed
two step goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. The amendment became effective
for the Company on January 1, 2012. The Company does not anticipate that this amendment will have a material impact on its consolidated
financial statements.



F-16







| | 3. | BUSINESS COMBINATION
| | -- | --------------------



In June 2009, the Company acquired 100%
equity interest in Zhejiang Jinko for a total consideration of approximately RMB100 million. The acquisition was consummated on
June 30, 2009. Consequently, the Company consolidated the financial statements of Zhejiang Jinko starting from June 30,
2009. Zhejiang Jinko was established in August 2006 and is a manufacturer of solar cells. This acquisition allows the Company to
expand its business to manufacturing of solar cells.



The total consideration of approximately RMB100
million for the purchase of Zhejiang Jinko was allocated as follows:



|                               |  | As of June 30, 2009 |             
|------------------------------ |  | ------------------- | ------------
|                               |  | RMB                 |             
|Current assets                 |  |                     | 143,933,792 
|Property, plant and equipment  |  |                     | 104,903,986 
|Land use rights                |  |                     | 22,612,281  
|Other assets                   |  |                     | 9,881,184   
|                               |  |                     |             
|Current liabilities            |  |                     | (194,190,602
|Non-current liabilities        |  |                     | (30,000,000 
|Deferred tax liabilities       |  |                     | (2,779,473  
|Net assets at acquisition date |  |                     | 54,361,168  
|Goodwill                       |  |                     | 45,645,832  
|Total purchase consideration   |  |                     | 100,007,000 



In accordance with ASC 350, Intangibles
– Goodwill and Other, goodwill is not amortized but tested for impairment. In the fourth quarter of 2011, due to the
challenging solar market conditions and  significant reduction of the Company’s market capitalization since the second
quarter of 2011, the Company recognized an impairment of goodwill of RMB45,645,832 related to the acquisition of equity interest
in Zhejiang Jinko at December 31, 2011 (Note 28).

The following unaudited pro forma financial information illustrates the estimated results of operations for the year ended December 31,
2009, as if the acquisition of Zhejiang Jinko had occurred as of the beginning of the period presented, after giving effect to
acquisition accounting adjustments. These pro forma results have been prepared for comparative purposes only and do not purport
to be indicative of what operating results would have been had the acquisition actually taken place on the beginning of the period
presented, and may not be indicative of future operating results.



|                                                                                                          |  | Year ended December 31, 2009 |              
|--------------------------------------------------------------------------------------------------------- |  | ---------------------------- | -------------
|                                                                                                          |  | (Unaudited)                  |              
|                                                                                                          |  | RMB                          |              
|Net revenue                                                                                               |  |                              | 1,667,204,507
|Net income                                                                                                |  |                              | 73,109,519   
|Net loss attributable to JinkoSolar Holding Co., Ltd.'s ordinary shareholders per share—basic and diluted |  |                              | (0.97        





F-17







| | 4. | REVENUES
| | -- | --------



The Group's revenues for the respective
periods included sales of products, services of solar power product processing services and solar system integration services which are
detailed as follows:



|                                     |  | For the year ended December 31, |              
|------------------------------------ |  | ------------------------------- | -------------
|                                     |  | 2009                            |              
|                                     |  | RMB                             |              
|Sales of solar modules               |  |                                 | 182,015,116  
|Sales of silicon wafers              |  |                                 | 1,102,232,823
|Sales of solar cells                 |  |                                 | 225,866,285  
|Solar system integration services    |  |                                 | —            
|Sales of silicon ingots              |  |                                 | 98,882       
|Sales of recovered silicon materials |  |                                 | 28,039,357   
|Processing service fees              |  |                                 | 29,607,129   
|Total                                |  |                                 | 1,567,859,592



The Group operates in a single business
segment that includes the design, development, and manufacture of PV products, solar system integration services as well as developing
commercial solar power projects. The following table summarizes the Group's net revenues generated from sales of products and provision
of processing and solar system integration services to customers in respective geographic locations:



|                                              |  | For the year ended December 31, |              
|--------------------------------------------- |  | ------------------------------- | -------------
|                                              |  | 2009                            |              
|                                              |  | RMB                             |              
|Inside China (including Hong Kong and Taiwan) |  |                                 | 1,265,011,733
|Outside China                                 |  |                                 |              
|Germany                                       |  |                                 | 90,424,974   
|Italy                                         |  |                                 | 2,232,377    
|France                                        |  |                                 | 10,516,282   
|Cyprus                                        |  |                                 | —            
|Belgium                                       |  |                                 | 19,295,157   
|Rest of the world                             |  |                                 | 180,379,069  
|Total                                         |  |                                 | 1,567,859,592



| | 5. | TAXATION
| | -- | --------



The Company and its subsidiaries file separate
income tax returns.



Cayman Islands



Under the current laws of the Cayman Islands,
the Company is not subject to tax on its income or capital gains. In addition, upon any payment of dividends by the Company, no
Cayman Islands withholding tax is imposed.



People’s Republic of China



On March 16, 2007, the National People's
Congress approved the Corporate Income Tax Law of the People's Republic of China (the "CIT Law") with effective on January 1,
2008. The CIT Law enacted a statutory income tax rate of 25%. As foreign invested enterprises, Jiangxi Jinko and Zhejiang Jinko
are entitled to a two year tax exemption from CIT and a 50% CIT reduction for the succeeding three years thereafter. Jiangxi Jinko
and Zhejiang Jinko are each subject to CIT rate of 12.5% starting from year 2010 to year 2012.



Additionally, under the CIT Law, 10% withholding
income tax ("WHT") will be levied on foreign investors for dividend distributions from foreign invested enterprises'
profit earned after January 1, 2008. For certain treaty jurisdictions such as Hong Kong which has signed double tax arrangement
with the PRC, the applicable WHT rate could be reduced to 5% if foreign investors directly hold at least 25% shares of invested
enterprises at any time throughout the 12-month period preceding the entitlement to the dividends and they are also qualified as
beneficial owners to enjoy the treaty benefit. The Company was not considered to fulfill above criteria as of December 31, 2011
and therefore the applicable WHT rate was 10%. Deferred income taxes are not provided on undistributed earnings of the Company's
subsidiaries that are intended to be permanently reinvested in China. Cumulative undistributed earnings of the Company's PRC subsidiaries
intended to be permanently reinvested totaled RMB1,243,797,938 and the amount of the unrecognized deferred tax liability on the
permanently reinvested earnings was RMB124,379,794 as of December 31, 2011.



Hong Kong



The Company's subsidiaries established
in Hong Kong, Paker and JinkoSolar International, are subject to Hong Kong profit tax at a rate of 16.5% on its assessable profit.



European Countries



Jinko Switzerland is incorporated in Switzerland
and according to its current business model where it employs limited staff and generates income exclusively from trading activities
conducted outside Switzerland, is subject to a combined federal, cantonal and communal tax rate of 8.65% in 2011.



Jinko GMBH is incorporated in Germany and
is subject to Germany profit tax rate of approximately 33% on the assessable profit.



Jinko Italy is incorporated in Italy and
is subject to corporate income tax at 31.4%.



Jinko France is incorporated in France
and is subject to corporate income tax at 33.33%.



United States



Both Jinko US and Jinko US Holding are
incorporated in Delaware, the United States. Jinko US and Jinko US Holding do not conduct any business in Delaware, thus, they
are not subject to Delaware State income tax. Jinko US conducts business in California. It is subject to a progressive federal
corporate income tax from 15% to 35% and California state income tax of 8.84%, which is deductible for federal income tax purpose.



F-18







Composition of Income Tax Expense



Earnings before income taxes for the years
ended December 31, 2009, 2010 and 2011 were taxed within the following jurisdictions:



|                             |  | For the year ended December 31, |            
|---------------------------- |  | ------------------------------- | -----------
|                             |  | 2009                            |            
|                             |  | RMB                             |            
|Cayman Islands               |  |                                 | (34,488,715
|PRC                          |  |                                 | 118,556,309
|Other countries              |  |                                 | —          
|Income tax benefit/(expense) |  |                                 | 84,067,594 



The increase in earnings attributed to
Cayman Islands was mainly due to the fair value gain from convertible senior notes.



The current and deferred positions of income
tax expense included in the consolidated statement of operations for the years ended December 31, 2009, 2010 and 2011 are
as follows:



|                                   |  | For
    the year ended December 31, |          
|---------------------------------- |  | ----------------------------------- | ---------
|                                   |  | 2009                                |          
|                                   |  | RMB                                 |          
|Current income tax expense         |  |                                     |          
|PRC                                |  |                                     | —        
|Other countries                    |  |                                     | —        
|Total current income tax expense   |  |                                     | —        
|Deferred PRC tax benefit/(expense) |  |                                     | 1,342,038
|Income tax benefit/(expense)       |  |                                     | 1,342,038



Reconciliation of the differences between
statutory tax rate and the effective tax rate



Reconciliation between the statutory CIT rate
and the Company's effective tax rate is as follows:



|                                                                                               |  | Year Ended December 31, |      
|---------------------------------------------------------------------------------------------- |  | ----------------------- | -----
|                                                                                               |  | 2009                    |      
|                                                                                               |  | %                       |      
|Statutory CIT rate                                                                             |  |                         | 25   
|Effect of permanent differences:                                                               |  |                         |      
|—Change in fair value of embedded derivative                                                   |  |                         | 4.1  
|—Compensation charge from the modification to Series B Redeemable Convertible Preferred Shares |  |                         | 6.2  
|—Share-based compensation expenses                                                             |  |                         | —    
|—Change in fair value of convertible senior notes and capped call options                      |  |                         | —    
|—Goodwill impairment                                                                           |  |                         | —    
|—Accrued payroll and welfare expenses                                                          |  |                         | 5.3  
|—Other non-deductible expenses                                                                 |  |                         | 0.6  
|Difference in tax rate of a subsidiary outside the PRC                                         |  |                         | 0.7  
|Effect of tax holiday for subsidiaries                                                         |  |                         | (45.1
|Change in valuation allowance                                                                  |  |                         | 1.6  



F-19







|                   |  | Year Ended December 31, |     
|------------------ |  | ----------------------- | ----
|                   |  | 2009                    |     
|                   |  |                         | %   
|Effective CIT rate |  |                         | (1.6



The aggregate amount and per share effect
of reduction of CIT for certain PRC subsidiaries are as follows:



|                               |  | For the year ended December 31, |           
|------------------------------ |  | ------------------------------- | ----------
|                               |  | 2009                            |           
|                               |  | RMB                             |           
|The aggregate amount of effect |  |                                 | 37,888,279
|Per share effect—basic         |  |                                 | 0.75      
|Per share effect—diluted       |  |                                 | 0.75      



Significant components of deferred tax
assets—current



|                                                                    |  | As of December 31, |           
|------------------------------------------------------------------- |  | ------------------ | ----------
|                                                                    |  | 2010               |           
|                                                                    |  | RMB                |           
|Net operating losses                                                |  |                    | 5,088,387 
|Provision for inventories, accounts receivable and other receivable |  |                    | 904,195   
|Change in fair value of forward contracts                           |  |                    | —         
|Accrued warranty costs                                              |  |                    | 2,121,462 
|Contingent liability                                                |  |                    | 1,250,000 
|Other temporary differences                                         |  |                    | (337,564  
|Total deferred tax assets                                           |  |                    | 9,026,480 
|Less: Valuation allowance                                           |  |                    | (6,308,714
|Net deferred tax assets—current                                     |  |                    | 2,717,766 



Significant components of deferred tax
assets—non-current



|                                                                                                              |  | As of December 31, |        
|------------------------------------------------------------------------------------------------------------- |  | ------------------ | -------
|                                                                                                              |  | 2010               |        
|                                                                                                              |  | RMB                |        
|Net operating losses                                                                                          |  |                    | —      
|Accrued warranty costs                                                                                        |  |                    | —      
|Increase in fair value of property, plant and equipment and land use rights arising from business combination |  |                    | —      
|Impairment of property, plant and equipment                                                                   |  |                    | 328,103
|Pre-operating expenses of a subsidiary that are deductible in future periods                                  |  |                    | —      
|Assets related government grant                                                                               |  |                    | —      
|Other temporary differences                                                                                   |  |                    | —      
|Total deferred tax assets                                                                                     |  |                    | 328,103
|Less: Valuation allowance                                                                                     |  |                    | —      
|Deferred tax assets—non-current, net                                                                          |  |                    | 328,103



F-20







Significant components of deferred tax
liabilities—current



|                                                      |  | As of December 31, |           
|----------------------------------------------------- |  | ------------------ | ----------
|                                                      |  | 2010               |           
|                                                      |  | RMB                |           
|Change in fair value of forward contracts             |  |                    | 17,576,184
|Bad debt write-off pending approval for tax deduction |  |                    | (1,344,194
|Accrued warranty costs                                |  |                    | (2,667,808
|Provision for inventories and other receivable        |  |                    | (3,451,707
|Deferred tax liabilities—current, net                 |  |                    | 10,112,475



Significant components of deferred tax
liabilities—non-current



|                                                                                                              |  | As of December 31, |          
|------------------------------------------------------------------------------------------------------------- |  | ------------------ | ---------
|                                                                                                              |  | 2010               |          
|                                                                                                              |  | RMB                |          
|Increase in fair value of property, plant and equipment and land use rights arising from business combination |  |                    | 2,925,907
|Impairment of property, plant and equipment                                                                   |  |                    | (343,906 
|Pre-operating expenses of a subsidiary that are deductible in future periods                                  |  |                    | (100,974 
|                                                                                                              |  |                    |          
|Deferred tax liabilities—non-current, net                                                                     |  |                    | 2,481,027



Movement of valuation allowances



|                                 |  | As of December 31, |           
|-------------------------------- |  | ------------------ | ----------
|                                 |  | 2009               |           
|                                 |  | RMB                |           
|At beginning of year             |  |                    | (639,627  
|Current year additions           |  |                    | (1,355,206
|Reversal of valuation allowances |  |                    | —         
|At end of year                   |  |                    | (1,994,833



Valuation allowances were determined by
assessing both positive and negative evidence and have been provided on the net deferred tax asset due to the uncertainty surrounding
its realization. As of December 31, 2009, 2010 and 2011, valuation allowances of RMB1,994,833, RMB6,308,714 and RMB73,967,071 were
provided against deferred tax assets because it was more likely than not that such portion of deferred tax will not be realized
based on the Group’s estimate of future taxable incomes of all its subsidiaries. If events occur in the future that allow
the Group to realize more of its deferred tax assets than the presently recorded amount, an adjustment to the valuation allowances
will result in a non-cash income statement benefit when those events occur.



F-21







| | 6. | ACCOUNTS RECEIVABLE, NET—THIRD
PARTIES
| | -- | --------------------------------------



|                                |  | As of December 31, |            
|------------------------------- |  | ------------------ | -----------
|                                |  | 2010               |            
|                                |  | RMB                |            
|Accounts receivables            |  |                    | 577,175,283
|Allowance for doubtful accounts |  |                    | (378,888   
|Accounts receivable, net        |  |                    | 576,796,395



F-22







Movement of allowance of doubtful accounts



|                     |  | As of December 31, |            
|-------------------- |  | ------------------ | -----------
|                     |  | 2010               |            
|                     |  | RMB                |            
|At beginning of year |  |                    | 2,800,000  
|Addition             |  |                    | 8,534,372  
|Write-off            |  |                    | (10,764,771
|Reversal             |  |                    | (190,713   
|At end of year       |  |                    | 378,888    



| | 7. | ADVANCES TO SUPPLIERS
| | -- | ---------------------



|                                                                             |  | As of December 31, |             
|---------------------------------------------------------------------------- |  | ------------------ | ------------
|                                                                             |  | 2010               |             
|                                                                             |  | RMB                |             
|Advances to suppliers under purchase contracts with term of less than 1 year |  |                    | 332,151,202 
|Advances to suppliers under purchase contracts with term of more than 1 year |  |                    | 242,164,000 
|                                                                             |  |                    |             
|Total                                                                        |  |                    | 574,315,202 
|Advances to suppliers to be utilized beyond one year                         |  |                    | (234,577,110
|                                                                             |  |                    |             
|Advances to suppliers—current                                                |  |                    | 339,738,092 



In July 2008, the Group entered into two
long-term purchase agreements with two suppliers to purchase an aggregate 8,550 tons of virgin polysilicon materials over a period
of five to ten years. These agreements stipulated the contractual advance payments according to specified timetable. In early 2009,
December 2010 and September 2011, the Group and the respective suppliers agreed to amend these agreements whereby the purchase
terms and payment schedules were revised. Advance payments of which receipt of goods are expected to be beyond one year as of the
balance sheet date are classified as non-current assets in the Group's consolidated balance sheets.



As of December 31, 2011, advances
to suppliers with term of less than 1 year mainly represent payments for procurement of recoverable silicon materials, virgin polysilicon
and solar cells and the Group has delivery plan with the respective suppliers to receive the materials in the next twelve months.



A provision of RMB652,937 was made
against the balance of advances to suppliers as of December 31, 2011 based on management's assessment of the
recoverability of such advances.





F-23











| | 8. | INVENTORIES
| | -- | -----------



Inventories consisted
of the following:



|                 |  | As
    of December 31, |            
|---------------- |  | ---------------------- | -----------
|                 |  | 2010                   |            
|                 |  | RMB                    |            
|Raw materials    |  |                        | 202,257,837
|Work-in-progress |  |                        | 109,777,637
|Finished goods   |  |                        | 507,479,057
|Total            |  |                        | 819,514,531



Write-down the
carrying amount of inventory to its estimated market value was RMB11,422,243, RMB29,602,473 and RMB201,662,101 for the years ended
December 31, 2009, 2010 and 2011, respectively, and were recorded as cost of revenues in the consolidated statements of operations.
Inventories are pledged as collateral for the Group's borrowings (Note 16).



| | 9. | PREPAYMENTS AND OTHER
CURRENT ASSETS
| | -- | ------------------------------------



Prepayments and
other current assets consisted of the following:



|                                           |  | As
    of December 31, |            
|------------------------------------------ |  | ---------------------- | -----------
|                                           |  | 2010                   |            
|                                           |  | RMB                    |            
|Value-added tax deductable                 |  |                        | 317,837,454
|Prepayment for share repurchase            |  |                        | —          
|Employee advances                          |  |                        | 2,038,382  
|Prepaid service fees                       |  |                        | 2,556,590  
|Prepaid rent and others                    |  |                        | 2,050,190  
|Advances recoverable from supplier         |  |                        | —          
|Prepaid insurance premium                  |  |                        | 4,084,745  
|Prepaid advertizing fee and sponsorship    |  |                        | —          
|Prepayment for income tax                  |  |                        | —          
|Employee loans                             |  |                        | —          
|Deposits for customs duty and rental       |  |                        | 14,391,706 
|Deferred charges                           |  |                        | 14,148,799 
|Value-added tax refundable on export sales |  |                        | 27,517,480 
|Others                                     |  |                        | 1,010,257  
|Total                                      |  |                        | 385,635,603



Value-added
tax deductable represented the balance that the Group can utilize to deduct its value-added tax liability within the next 12 months.



As of December 31,
2010 and 2011, all of the employee advances are business related, interest-free, not collateralized and will be repaid or settled
within one year from the respective balance sheet dates.



Deferred charges
represented the tax effects of unrealized profit derived from inter-company transactions which are expected to be realized within
the next 12 months.



Value-added
tax refundable on export sales are calculated at 17% for various products, of the Group's export sales and will be refunded from
tax authorities within the next 12 months.





Employee loans are interest-free, not collateralized
and the majority of which will be repaid or settled within one year from the balance sheet date.





F-24







| | 10. | PROPERTY, PLANT AND
EQUIPMENT, NET
| | --- | ----------------------------------



Property, plant
and equipment and related accumulated depreciation are as follows:



|                                        |  | As
    of December 31, |              
|--------------------------------------- |  | ---------------------- | -------------
|                                        |  | 2010                   |              
|                                        |  | RMB                    |              
|Buildings                               |  |                        | 211,635,316  
|Machinery and equipment                 |  |                        | 1,643,401,637
|Motor vehicles                          |  |                        | 12,135,310   
|Furniture, fixture and office equipment |  |                        | 20,407,418   
|Solar power projects                    |  |                        | —            
|                                        |  |                        | 1,887,579,681
|Less: Accumulated depreciation          |  |                        | (150,902,142 
|Less: Impairment provision              |  |                        | (5,376,071   
|Subtotal                                |  |                        | 1,731,301,468
|Construction in progress                |  |                        | 207,676,752  
|Property, plant and equipment, net      |  |                        | 1,938,978,220



Depreciation
expenses were RMB43,840,980, RMB96,751,960 and RMB263,846,113 for the years ended December 31, 2009, 2010 and 2011, respectively.



Construction
in progress primarily represents the construction of new production line and solar power project. Costs incurred in the construction
are capitalized and transferred to property and equipment upon completion, at which time depreciation commences.



Management evaluated long-lived assets
for impairment if events or changes in circumstances indicated that the carrying value of such assets may not be recoverable. Factors
considered important that could result in an impairment review include significant underperformance relative to expected historical
or projected future operating results, significant changes in the manner of use of acquired assets and significant negative industry
or economic trends. The Company’s impairment evaluation of long-lived assets includes an analysis of estimated future undiscounted
net cash flows expected to be generated by the assets over their remaining estimated useful lives. If estimate of future undiscounted
net cash flows is insufficient to recover the carrying value of the assets over the remaining estimated useful lives, the Company
records an impairment loss in the amount by which the carrying value of the assets exceeds the fair value. Fair value is generally
measured based on either quoted market prices, if available, or discounted cash flow analyses. Based on the performed impairment
assessment, the Company recorded an impairment provision in general and administrative expenses of nil, RMB5,376,071 and nil for
the years ended December 31, 2009, 2010 and 2011 for certain equipment in the wafer production line that had become obsolete.
The recoverable amount was based on fair value less cost to sell. The carrying value of the assets previously impaired and disposed
during the year ended December 31, 2011 were RMB591,476.



Certain property,
plant and equipment are pledged as collateral for the Company's borrowings (Note 16).



| | 11. | LAND USE RIGHTS, NET
| | --- | --------------------



Land use rights
represent fees paid to the government to obtain the rights to use certain lands over periods of 50 or 70 years, as applicable,
in the PRC.



|                               |  | As
    of December 31, |            
|------------------------------ |  | ---------------------- | -----------
|                               |  | 2010                   |            
|                               |  | RMB                    |            
|Land use rights                |  |                        | 270,914,559
|Less: accumulated amortization |  |                        | (9,055,971 
|Land use rights, net           |  |                        | 261,858,588



Amortization
expense was RMB2,245,016, RMB4,075,087 and RMB5,558,122 for the years ended December 31, 2009, 2010 and 2011, respectively.
As of December 31, 2011, estimated amortization expense in each of the next five years is RMB6,919,353.



Certain land
use rights are pledged as collateral for the Company's borrowings (Note 16).



F-25







| | 12. | INTANGIBLE ASSETS, NET
| | --- | ----------------------



Intangible assets
and their related amortization are as follow:



|                               |  | As
    of December 31, |        
|------------------------------ |  | ---------------------- | -------
|                               |  | 2010                   |        
|                               |  | RMB                    |        
|Trademark                      |  |                        | 502,193
|Computer software              |  |                        | 511,264
|Less: accumulated amortization |  |                        | (62,349
|Intangible assets, net         |  |                        | 951,108



Amortization expense
was RMB4,130, RMB58,219 and RMB223,926 for the years ended December 31, 2009, 2010 and 2011, respectively. Amortization expense
for each of the next five years will be approximately RMB516,556.



| | 13. | OTHER ASSETS
| | --- | ------------



Other assets consisted
of the following:



|                                                               |  | As of December 31, |            
|-------------------------------------------------------------- |  | ------------------ | -----------
|                                                               |  | 2010               |            
|                                                               |  | RMB                |            
|Prepayments for purchase of property, plant and equipment      |  |                    | 202,455,541
|Prepayments for land use right                                 |  |                    | —          
|Prepayment for warranty insurance premium                      |  |                    | —          
|Prepaid interest for a long-term borrowing—non-current portion |  |                    | 551,949    
|Prepaid service fee—non-current portion                        |  |                    | 525,195    
|Others                                                         |  |                    | —          
|Total                                                          |  |                    | 203,532,685



| | 14. | OTHER PAYABLES AND ACCRUALS
| | --- | ---------------------------



Other payables
and accruals consisted of the following:



|                                                                           |  | As of December 31, |            
|-------------------------------------------------------------------------- |  | ------------------ | -----------
|                                                                           |  | 2010               |            
|                                                                           |  | RMB                |            
|Payables for purchase of property, plant and equipment                     |  |                    | 268,668,526
|Government grants related to assets                                        |  |                    | 55,000,000 
|Value-added tax and other tax payable                                      |  |                    | 52,895,118 
|Freight payables                                                           |  |                    | 9,242,636  
|Accrued utilities, rentals and interest                                    |  |                    | 14,812,022 
|Payables to Zhejiang Global Photovoltaic Technology Co., Ltd. (Note 26(c)) |  |                    | —          
|Accrued warranty cost                                                      |  |                    | 33,432,852 
|Commission payables                                                        |  |                    | 3,973,434  
|Accrued professional service fees                                          |  |                    | 8,502,170  
|Others                                                                     |  |                    | 9,889,025  
|Total                                                                      |  |                    | 456,415,783



The government grant was under Golden Sun
Program which was sponsored by China's Ministry of Finance, Ministry of Science and Technology, the National Energy Administration
of the National Development and Reform Commission, and the Ministry of Housing and Urban-Rural Development. Jiangxi Jinko and
Zhejiang Jinko were granted by the government for the construction of solar power generation facilities under the project. The
grant recorded as liability for the year ended December 31, 2010 and 2011 were RMB55 million and RMB121.6 million, respectively,
since the project has yet to complete. These grants will be deducted to the carrying amount when the assets are ready for use.



| | 15. | BONDS PAYABLE AND ACCRUED
INTEREST
| | --- | ----------------------------------



On January 13, 2011, Jiangxi Jinko issued
short-term bonds with a principal amount of RMB300,000,000 which bears interest at the rate of 5.28% per annum. On March 22, 2011,
Jiangxi Jinko issued short-term bonds with a principal amount of RMB300,000,000 which bears interest at the rate of 5.6% per annum.
On July 8, 2011, Jiangxi Jinko issued short-term bonds with a principal amount of RMB400,000,000 which bears interest at the rate
of 6.5% per annum. Bonds payable are all issued at face value, unsecured and mature within 12 months from the issuance date.



F-26







| | 16. | BORROWINGS
| | --- | ----------



(a) Short-term
borrowings



|                                                        |  | As of December 31, |              
|------------------------------------------------------- |  | ------------------ | -------------
|                                                        |  | 2010               |              
|                                                        |  | RMB                |              
|Short-term bank borrowings                              |  |                    | 1,061,776,271
|Long-term bank borrowings—current portion (Note 16 (b)) |  |                    | 110,000,000  
|Total short-term borrowings                             |  |                    | 1,171,776,271



The short-term
bank borrowings outstanding as of December 31, 2010 and 2011 carried a weighted average interest rate of 4.70% and 5.38% per
annum, respectively. The borrowings were for one year term and matured at various times. Proceeds from these short-term bank borrowings
were for working capital purposes. None of the short-term bank borrowings had financial covenants or restrictions other than pledge
of the Company's assets as described below.



Included in
the balance of short-term bank borrowings as of December 31, 2011 were borrowings of RMB193,938,649 and RMB175,046,193 which
are denominated and repayable in EURO and USD, respectively.



As of December 31, 2011, Jiangxi Jinko had
short-term bank borrowings of RMB258,159,574 which were only credit loans. As of December 31, 2011, Jiangxi I&E had short-term
bank borrowings of RMB386,213,946 which were only credit loans. As of December 31, 2011, Zhejiang Jinko had short-term bank borrowings
of RMB330,258,546 which were only credit loans.



As of December 31, 2011, Jiangxi Jinko
had short-term bank borrowings of RMB271,400,000 which were collateralized on certain land use rights, plant, equipments, including
RMB27,000,000 which was also guaranteed by the Shareholders (Notes 24). The net book value of the land use rights and equipments
under collaterals were RMB230,602,878 and RMB386,191,679, respectively.



As of December 31,
2011, Jiangxi Jinko had short-term bank borrowings of RMB178,000,000 which were collateralized on Jiangxi Jinko's inventories
of RMB343,470,202. Included in these borrowings was RMB50,000,000 guaranteed by the Shareholders (Notes 24).



As of December 31,
2011, Jiangxi Jinko had short-term bank borrowings of RMB17,000,000 collateralized on certain land use rights and buildings of
Desun. In addition, this borrowing was also guaranteed by the Shareholders (Note 24).



As
of December 31, 2011 Jiangxi Jinko had short-term bank borrowings of RMB45,000,000 which was guaranteed by the Shareholders, Jiangxi
I&E has short-term bank borrowings of RMB80,000,000 which was guaranteed by the Shareholders and Zhejiang Jinko had short-term
bank borrowings of RMB25,000,000 which was guaranteed by the Shareholders.



As of December 31,
2011, Zhejiang Jinko had short-term bank borrowings of RMB17,000,000 which are collateralized on its land use rights. The net
book values of these assets under collaterals were RMB31,338,910, as of December 31, 2011.



As of December 31,
2011, Zhejiang Jinko had short-term bank borrowings of RMB200,000,000 which are collateralized on its land use rights and certain
equipments. The net book values of these assets under collaterals were RMB 46,579,066 and RMB 1,113,118,729, respectively, as
of December 31, 2011.



Subsequent to December 31, 2011, the
Company obtained additional short-term bank borrowings of RMB1,222,135,090, and repaid short-term bank borrowings of
RMB894,831,420. These additional short-term bank borrowings were collateralized on part of the Company's letter of credit,
land use right and buildings, equipments and were guaranteed by the Shareholders and Jiangxi Jinko.



(b) Long-term
borrowings



|                                     |  | As of December 31, |             
|------------------------------------ |  | ------------------ | ------------
|                                     |  | 2010               |             
|                                     |  | RMB                |             
|Long-term bank borrowings            |  |                    | 380,000,000 
|Less: Current portion                |  |                    | (110,000,000
|Deferred financing cost (Note 26(d)) |  |                    | (750,000    
|Total long-term borrowings           |  |                    | 269,250,000 



Future principal
repayments on the long-term borrowings are as follows:



|Year ending December 31, |  | RMB |            
|------------------------ |  | --- | -----------
|2012                     |  |     | 392,250,000
|2013                     |  |     | 148,500,000
|2014                     |  |     | 7,000,000  
|Total                    |  |     | 547,750,000



F-27







In June 2009,
Jiangxi Jinko obtained a bank borrowing of RMB58,000,000 which is repayable in June 2012. The borrowing carries a variable interest
rate that is determined quarterly with reference to the prevailing base lending rate set by PBOC. The effective interest rate
of the borrowing was 5.40% as of December 31, 2011. Interest is payable monthly. The borrowing was collateralized on Jiangxi Jinko's
inventory on net book value of RMB78,999,993 as of December 31, 2011.



In June 2009,
Jiangxi Jinko entered into a loan agreement with Jiangxi Heji Investment Co., Ltd. ("Heji") in relation to a three-year
loan in the principal amount of RMB100 million. As of December 31, 2011, Jiangxi Jinko has repaid the loan. In connection
with this loan agreement, Heji required Jiangxi Jinko to enter into a guarantee agreement with Jiangxi International Trust and
Investment Limited Corporation, or JITIC, for Heji's own payment obligations under its separate trust loan agreement with JITIC
under which, JITIC extended a loan to Heji in the principal amount of RMB50 million for a term of three years, that carries interest
at the rate of 6.86% per annum. Jiangxi Jinko recognized a guarantee liability of RMB1,500,000, with the amount being recognized
as a deferred financing cost which is amortized over the period of the borrowing (Note 26(d)).



In August 2009,
Jiangxi Jinko obtained a bank borrowing of RMB40,000,000 which is repayable in July 2012. The borrowing carries a variable interest
rate that is determined quarterly with reference to the prevailing base lending rate set by PBOC. The effective interest rate
of the borrowing was 5.40% as of December 31, 2011. Interest is payable monthly. The borrowing was collateralized on Jiangxi Jinko's
land use right on net book value of RMB51,042,749, as of December 31, 2011.



In September
2009, Jiangxi Jinko obtained a bank borrowing of RMB19,000,000 which is repayable in September 2012. The borrowing carries a variable
interest rate that is determined quarterly with reference to the prevailing base lending rate set by PBOC. The effective interest
rate of the borrowing was 5.40% as of December 31, 2011. Interest is payable monthly. The borrowing was collateralized on Jiangxi
Jinko's land use right with net book value of RMB88,697,143 as of December 31, 2011.



In October 2009,
Jiangxi Jinko obtained a bank borrowing of RMB10,000,000 which is repayable in July 2012. The borrowing carries a variable interest
rate that is determined annually with reference to the prevailing base lending rate set by PBOC. The effective interest rate of
the borrowing was 4.89% as of December 31, 2011. Interest is payable monthly. The borrowing was guaranteed by the Shareholders
and collateralized on Jiangxi Jinko's equipments with net book value of RMB22,640,273 as of December 31, 2011



In December
2009, Jiangxi Jinko obtained a bank borrowing of RMB70,000,000 which is repayable in July 2012. The borrowing carries a variable
interest rate that is determined quarterly with reference to the prevailing base lending rate set by PBOC. The effective interest
rate of the borrowing was 5.85% as of December 31, 2011. Interest is payable monthly. The borrowing was collateralized on Jiangxi
Jinko's equipments with net book value of RMB112,756,156 as of December 31, 2011, In addition to the collaterals, this borrowing
was guaranteed by the Shareholders.



In March 2010,
Zhejiang Jinko obtained a bank borrowing of RMB10,000,000 which is repayable in March 2013. The borrowing carries a variable interest
rate that is determined quarterly with reference to the prevailing base lending rate set by PBOC. The effective interest rate
of the borrowing was 5.40% as of December 31, 2011. Interest is repayable monthly. The borrowing was collateralized on Zhejiang
Jinko's equipments with net book value of RMB74,308,821 as of December 31, 2011. In additions to the collaterals, the borrowing
is guaranteed by Jiangxi Jinko.



In May 2010,
Zhejiang Jinko obtained a bank borrowing of RMB10,000,000 which is repayable in May 2013. The borrowing carries a variable interest
rate that is determined quarterly with reference to the prevailing base lending rate set by PBOC. The effective interest rate
of the borrowing was 5.40% as of December 31, 2011. Interest is repayable monthly. The borrowing was collateralized on Zhejiang
Jinko's equipments with net book value of RMB74,308,821 as of December 31, 2011. In additions to the collaterals, the borrowing
is guaranteed by Jiangxi Jinko.



From April 2011,
Zhejiang Jinko entered into loan agreements with a group of PRC banks. Pursuant to these loan agreements, Zhejiang Jinko obtained
bank borrowings of RMB 189,250,000 from a group of PRC banks of which are repayable in installments from June 2012 to November
2012. The borrowing carries a variable interest rate that is determined quarterly with repayable with reference to the prevailing
base lending rate set by PBOC. The effective interest rates of the borrowings are at the range of 6.4% to 6.65% as of December
31, 2011. Interest is repayable monthly. The borrowing was collateralized on Zhejiang Jinko’s land use rights and certain
equipments with net book value of RMB 46,579,066 and RMB 1,113,118,729, respectively, as of December 31, 2011.



In May 2011,
Zhejiang Jinko obtained a bank borrowing of RMB30,000,000 which is repayable in June 2013. The borrowing carries a variable interest
rate that is determined quarterly with reference to the prevailing base lending rate set by PBOC. The effective interest rate
of the borrowing was 6.4% as of December 31, 2011. Interest is repayable monthly. The borrowing was collateralized on Zhejiang
Jinko’s land use rights and certain equipments with net book value of RMB 46,579,066 and RMB 1,113,118,729, respectively,
as of December 31, 2011.



In
June 2011, Zhejiang Jinko obtained a bank borrowing of RMB 37,000,000 of which is repayable in December 2013. The
borrowing carries a variable interest rate that is determined quarterly with repayable with reference to the prevailing base
lending rate set by PBOC. The effective interest rate of the borrowing was 6.4% as of December 31, 2011. Interest is
repayable monthly. The borrowing of RMB12,000,000 was collateralized on Zhejiang Jinko’s land use rights and certain
equipments with net book value of RMB 46,579,066 and RMB 1,113,118,729, respectively, as of December 31, 2011. In addition to
the collateral, RMB 25,000,000 was guaranteed by Jiangxi Jinko as of December 31, 2011.



In July 2011,
Zhejiang Jinko obtained a bank borrowing of RMB 15,500,000 of which RMB10,000,000 is repayable in June 2013 and RMB 5,500,000
is repayable in December 2013. The borrowing carries a variable interest rate that is determined quarterly with repayable with
reference to the prevailing base lending rate set by PBOC. The effective interest rate of the borrowing was 6.65% as of December
31, 2011. Interest is repayable monthly. The borrowing was collateralized on Zhejiang Jinko’s land use rights and certain
equipments with net book value of RMB 46,579,066 and RMB 1,113,118,729, respectively, as of December 31, 2011.



In August 2011,
Zhejiang Jinko obtained a bank borrowing of RMB 40,000,000 of which is repayable in December 2013. The borrowing carries a variable
interest rate that is determined quarterly with repayable with reference to the prevailing base lending rate set by PBOC. The
effective interest rate of the borrowing was 6.65% as of December 31, 2011. Interest is repayable monthly. The borrowing was collateralized
on Zhejiang Jinko’s land use rights and certain equipments with net book value of RMB 46,579,066 and RMB 1,113,118,729,
respectively, as of December 31, 2011.



In September
2011, Jiangxi Jinko obtained a bank borrowing of RMB19,000,000 which is repayable in installments from February 2012 to August
2014. The borrowing carries a variable interest rate that is determined quarterly with reference to the prevailing base lending
rate set by PBOC. The effective interest rate of the borrowing was 6.65% as of December 31, 2011. Interest is payable monthly.



Subsequent to December 31, 2011, the Company obtained additional long-term bank borrowings of RMB50,000,000
and repaid long-term bank borrowings of RMB1,000,000. These long-term bank borrowings are collateralized by certain of Jiangxi
Jinko's equipments. These borrowings carry variable interest rates that are determined by reference to the prevailing base lending
rate set by PBOC.



F-28







| | 17. | EARNINGS/(LOSS) PER
SHARE
| | --- | -------------------------



On September 15,
2009, the Company effected a share split with the result of each share becoming 50 shares of the same class (Note 21). Accordingly,
all of shares and per share amount in the consolidated financial statements and the accompanying notes have been retroactively
adjusted to reflect the change in ratio for all periods presented, as if such share splits and the Share Exchange occurred since
inception.



Basic earnings/(loss)
per share and diluted earnings/(loss) per share have been calculated as follows:



|                                                                                                       |  | 2009* |             |   | 2010** |  |             | 2011*** | 
|------------------------------------------------------------------------------------------------------ |  | ----- | ----------- | - | ------ |  | ----------- | ------- | 
|                                                                                                       |  | RMB   |             |   | RMB    |  |             | RMB     | 
|Numerator:                                                                                             |  |       |             |   |        |  |             |         | 
|Net income attributable to JinkoSolar Holding Co., Ltd.                                                |  |       | 85,409,632  |   |        |  | 881,873,227 |         | 
|Series A Redeemable Convertible Preferred Shares accretion                                             |  |       | (31,832,994 | ) |        |  | (13,433,242 | )       | 
|Series B Redeemable Convertible Preferred Shares accretion                                             |  |       | (42,301,594 | ) |        |  | (17,479,734 | )       | 
|Allocation to preferred shareholders                                                                   |  |       | (40,422,944 | ) |        |  | (15,156,606 | )       | 
|Deemed dividend to a preferred shareholder                                                             |  |       | (8,015,089  | ) |        |  | —           |         | 
|Net income / (loss) attributable to JinkoSolar Holding Co., Ltd.'s ordinary shareholders—Basic         |  |       | (37,162,989 | ) |        |  | 835,803,645 |         | 
|Dilutive effect of Preferred Shares                                                                    |  |       | —           |   |        |  | 46,069,582  |         | 
|Dilutive effect of convertible senior notes interest                                                   |  |       | —           |   |        |  | —           |         | 
|Dilutive effect of exchange gain on convertible senior notes                                           |  |       | —           |   |        |  | —           |         | 
|Dilutive effect of change in fair value of convertible senior notes                                    |  |       | —           |   |        |  | —           |         | 
|Net income / (loss) attributable to JinkoSolar Holding Co., Ltd.'s ordinary shareholders—Diluted       |  |       | (37,162,989 | ) |        |  | 881,873,227 |         | 
|                                                                                                       |  |       |             |   |        |  |             |         | 
|Denominator:                                                                                           |  |       |             |   |        |  |             |         | 
|Denominator for basic calculation—weighted average number of ordinary shares outstanding               |  |       | 50,731,450  |   |        |  | 74,896,543  |         | 
|Dilutive effect of share options                                                                       |  |       | —           |   |        |  | 1,131,653   |         | 
|Dilutive effect of preferred shares                                                                    |  |       | —           |   |        |  | 4,719,884   |         | 
|Dilutive effect of convertible senior notes                                                            |  |       | —           |   |        |  | —           |         | 
|Denominator for diluted calculation—weighted average number of ordinary shares outstanding             |  |       | 50,731,450  |   |        |  | 80,748,080  |         | 
|                                                                                                       |  |       |             |   |        |  |             |         | 
|Basic earnings/(loss) per share attributable to JinkoSolar Holding Co., Ltd.'s ordinary shareholders   |  |       | (0.73       | ) |        |  | 11.16       |         | 
|Diluted earnings/(loss) per share attributable to JinkoSolar Holding Co., Ltd.'s ordinary shareholders |  |       | (0.73       | ) |        |  | 10.92       |         | 










|*   | The
potentially dilutive Redeemable Convertible Preferred Shares of 12,816,600 for the year ended December 31, 2009 have been
excluded in the calculation of dilutive earnings/(loss) per share because of their anti-dilutive effect. The total granted share
options of 3,024,750 was also excluded in the calculation of dilutive loss per share for the year ended December 31, 2009
because no share options were exercisable prior to the Company's IPO and the share options were anti-dilutive as of December 31,
2009.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|**  | As of December 31, 2010, there were no anti-dilutive securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|*** | As of December 31, 2011, the Company’s average stock price
for the period was below the strike price of the call options; therefore the call options were not included in the computation
of diluted EPS.                                                                                                                                                                                                                                                                                                                      





| | 18. | EMPLOYEE BENEFITS
| | --- | -----------------



The
full-time employees of the Company's subsidiaries incorporated in the PRC are entitled to staff welfare benefits,
including medical care, welfare subsidies, unemployment insurance and pension benefits and housing funds. These companies are
required to pay for these benefits based upon certain percentages of employees' salaries in accordance with the relevant
regulations, and to make contributions to the state-sponsored housing, pension and medical plans from the amounts accrued for
housing, medical and pension benefits. The total amounts charged to the consolidated statements of operations for such
employee benefits were RMB13,695,107, RMB40,122,159 and RMB72,700,241 for the years ended December 31, 2009, 2010 and
2011, respectively. The unpaid balances of liability accrued for such employee welfare benefits were RMB56,593,517 and
RMB118,271,256 as of December 31, 2010 and 2011, respectively. The PRC government is responsible for the medical
benefits and ultimate pension liability to these employees.



F-29







| | 19. | REDEEMABLE CONVERTIBLE
PREFERRED SHARES
| | --- | ---------------------------------------



On May 30,
2008, Paker issued 107,503 shares (5,375,150 shares post 2009 Share Split) of Series A Redeemable Convertible Preferred Shares
at US$223.25 per share, for a total consideration of US$24,000,000. On September 18, 2008, Paker issued 148,829 shares (7,441,450
shares post 2009 Share Split) of Series B Redeemable Convertible Preferred Shares at US$236.51 per share, for a total consideration
of US$35,200,000.



On December 16,
2008, all the then existing shareholders of Paker exchanged their respective classes of shares of Paker, including the Series
A Redeemable Convertible Preferred Shares and Series B Redeemable Convertible Preferred Shares ("the Preferred Shares"),
for equivalent classes of shares of the Company.



The par value
of the Company's Preferred Shares was US$0.001 per share (US$0.00002 per share post 2009 Share Split). The rights, preferences
and privileges of the Preferred Shares were as follows:



Conversion



The Preferred
Shares were convertible into ordinary shares at any time at the option of the preferred shareholders. Automatic conversion would
occur based upon the then effective conversion price immediately upon the closing of a Qualified Initial Public Offering ("QIPO")
or at the election of the holders of at least 67% of the then outstanding Preferred Shares. Prior to the amendment referred to
below, the QIPO was defined as a public offering on Nasdaq or other internationally recognized stock exchange with gross proceeds
to the Company of not less than US$150,000,000 and total market capitalization, as a result of the offering, of not less than
US$750,000,000. On September 15, 2009, an amendment was executed which changed the definition of a QIPO. Under the amendment,
"QIPO meant a fully underwritten initial public offering of the Company's shares or ADSs with a listing on the NYSE;



The conversion
price of the Preferred Shares was equal the original issue price of the Preferred Shares. Pursuant to the share purchase agreements
and agreements between the holders of the Preferred Shares and the Shareholders, the conversion price was subject to adjustments
based on the Company's 2008 adjusted net earnings ("2008 Performance") as set out below:



Series A Redeemable
Convertible Preferred Shares



If the Company's
2008 Performance was less than RMB225 million but greater than RMB175 million, or greater than RMB275 million but not greater
than RMB325 million, the conversion price of the Series A Redeemable Convertible Preferred Shares should have been adjusted based
on a defined formula.



However, if
all of the Series A Redeemable Convertible Preferred Shares have been converted into the Company's ordinary shares at the time
when the Company's 2008 Performance becomes known, the Shareholders and the holders of the Series A Redeemable Convertible Preferred
Shares should have transferred ordinary shares amongst them, so that as the result of such transfer, the percentages of the total
ordinary shares held by the holders of Series A Redeemable Convertible Preferred Shares equal the percentages of ordinary shares
that the Series A Redeemable Convertible Preferred Shares would have converted into, after taking into effect such adjustment
to the conversion price.



The Company's
2008 Performance was within the range of RMB225 million and RMB275 million. Therefore, no adjustment was made to the conversion
price of Series A Redeemable Convertible Preferred Shares as of December 31, 2008.



Series B Redeemable
Convertible Preferred Shares



If the Company's
2008 Performance was less than RMB250 million but greater than RMB200 million or greater than RMB250 million but not greater than
RMB300 million, the conversion price of the Series B Redeemable Convertible Preferred Shares should have been adjusted based on
a defined formula. The adjustment formula took into consideration factors such as the amount of the investment made by the holders
of the Series B Redeemable Convertible Preferred Shares, the amount of the investment made by the holders of the Series A Redeemable
Convertible Preferred Shares and the Company's 2008 Performance. The formula was designed to adjust the number of conversion shares
held by the holders of the Series B Redeemable Convertible Preferred Shares, if converted so that the percentage of the shares
held by the holders of the Series B Redeemable Convertible Preferred Shares in the Company's issued and outstanding share capital
equaled the ratio of (i) the amount of investment made by them in the Company to (ii) the value of the Company calculated
based on the 2008 Performance.



F-30







However, if
all of the Series B Redeemable Convertible Preferred Shares have been converted into the Company's ordinary shares at the time
when the Company's 2008 Performance becomes known, the Shareholders and the holders of the Series B Redeemable Convertible Preferred
Shares should have transferred ordinary shares amongst them, so that as a result of such transfer, the percentages of the total
ordinary shares held by the holders of Series B Redeemable Convertible Preferred Shares equal the percentages of ordinary shares
that the Series B Redeemable Convertible Preferred Shares would have converted into, after taking into effect such performance
adjustment to the conversion price. The Company's 2008 performance was below RMB250 million, hence the conversion ratio of the
Series B Redeemable Convertible Preferred Shares was adjusted from 1 for 1 to 1 to approximately 1.0054 based on the Company's
2008 Performance. Such adjustment did not result in a beneficial conversion feature.



If the value
of each ordinary share issuable upon the automatic conversion of the Series B Redeemable Convertible Preferred Shares in connection
with a QIPO was less than the defined target IPO price per share, then the Shareholders would be required to transfer to the holders
of Series B Redeemable Convertible Preferred Shares in connection with the auto conversion of their shares a number of ordinary
shares the value of which, at the QIPO price per share, when added to the value of the ordinary shares issuable upon such conversion
of the Series B redeemable convertible preferred shares in connection with the QIPO, would equal the product of (i) the number
of outstanding Series B redeemable convertible preferred shares prior to the QIPO, multiplied by (ii) 1.5 times the adjusted
original issue price per share of the Series B Redeemable Convertible Preferred Shares.



If the QIPO
had not been completed by April 30, 2010 and the Company's 2009 adjusted net earnings was less than RMB450 million (the "2009
Performance Target"), then the Shareholders should have transferred to the holders of Series B Redeemable Convertible Preferred
Shares certain number of ordinary shares calculated based on a defined formula (the "2009 Performance Adjustment"),
regardless of whether the Series B Redeemable Convertible Preferred Shares are converted. The share transfer formula takes into
consideration such factors as the amount of the investment by the holders of the Series B Redeemable Convertible Preferred Shares,
the amount of the investment by the holders of the Series A Redeemable Convertible Preferred Shares and the Company's 2008 and
2009 Performance. The formula requires the transfer of ordinary shares by the Shareholders to the holders of the Series B Redeemable
Convertible Preferred Shares so that the percentage of the total number of shares transferred to and held by the holders of the
Series B Redeemable Convertible Preferred Shares as compared to the Company's issued and outstanding share capital will equal
the ratio of (i) the amount of investment by them in the Company to (ii) the value of the Company calculated based on
the difference between the 2009 Performance Target and the actual 2009 Performance. The Company determined that this embedded
share transfer feature in the Series B meets the definition of a derivative and accordingly has been bifurcated from the host
contract, the Series B Redeemable Convertible Preferred Shares, and accounted for as a derivative (the "2009 Performance
Adjustment Derivative Liability") from September 2008, the issue date of the Series B Redeemable Convertible Preferred Shares.



On June 22,
2009, the holders of Series B Redeemable Convertible Preferred Shares and the Shareholders agreed to lower the Company's 2009
Performance Target in assessing the transfer of ordinary shares under the 2009 Performance Adjustment feature. The effect of this
change on the value of the derivative liability was a reduction in value of RMB65.2 million. In addition, a 2010 performance target
was added, which is an embedded share transfer feature that meets the definition of a derivative and requires bifurcation from
the Series B Redeemable Convertible Preferred Shares to be accounted for as a derivative (the "2010 Performance Adjustment
Derivative Liability), (Note 27), from June 22, 2009. The fair value of this new derivative at issuance was RMB18.2 million.
Under the new 2010 performance target, if a QIPO has not been completed by April 30, 2011 and the Company's 2010 performance
is less than RMB200 million (the "2010 Performance Target"), then the Shareholders should have transferred to the holders
of Series B Redeemable Convertible Preferred Shares, for no further consideration, certain amounts of ordinary shares calculated
based on a defined formula (the "2010 Performance Adjustment"). The 2010 derivative adjustment formula takes into consideration
such factors as the amount of the investment by the holders of the Series B Redeemable Convertible Preferred Shares, the amount
of the investment by the holders of the Series A Redeemable Convertible Preferred Shares, and the Company's 2009 and 2010 Performance.
The formula was designed to adjust the total number of shares held by the holders of the Series B Redeemable Convertible Preferred
Shares so that the percentage of the shares transferred to and held by the holders of the Series B Redeemable Convertible Preferred
Shares in the Company as compared to the Company's issued and outstanding share capital will equal the ratio of (i) the amount
of investment by them in the Company to (ii) the value of the Company calculated based on the difference between the 2010
Performance Target and the actual 2010 Performance.



In consideration
of the agreement to lower the Company's 2009 Performance Target to RMB100 million, the Shareholders transferred on June 22,
2009 an aggregate of 76,258 (3,812,900 post 2009 Share Split as described in Note 22) ordinary shares to the holders of Series
B Redeemable Convertible Preferred Shares. The fair value of these ordinary shares on June 22, 2009 of RMB43.6 million was
imputed to the Company as if the Shareholders (who are the principal shareholder of the Company) contributed the shares to the
Company and they were immediately reissued by the Company to the holders of the Series B Redeemable Convertible Preferred Shares.



F-31







The above amendment
resulted in: (a) a decrease in the 2009 Performance Adjustment Derivative Liability by RMB65.2 million which was offset by
the fair value of the 2010 Performance Adjustment Derivative Liability of RMB18.2 million; (b) an effective contribution
of ordinary shares valued at RMB43.6 million by all Shareholders to the Company which was in turn transferred to the holders of
the Series B Redeemable Convertible Preferred Shares in consideration for agreeing to modify the terms of the 2009 Performance
Adjustment. Accordingly, this amount had been treated as a capital contribution and as an offset to the net change in the fair
value of the derivative liabilities in (a) above; (c) the recording of compensation expense of RMB3.4 million which
was equal to the change in the fair value of the derivative liabilities net of the consideration transferred to the holders of
Series B Redeemable Convertible Preferred Shares in (b) above.



In addition,
in consideration for obtaining the agreement from one of the holders of Series A Redeemable Convertible Preferred Shares to the
transfer of the 76,258 ordinary shares by the Shareholders to the holders of the Series B Redeemable Convertible Preferred Shares
pursuant to the amendment described above, the Shareholders transferred to such holder of Series A Redeemable Convertible Preferred
Shares on June 22, 2009 an aggregate of 14,031 (701,550 post 2009 Share Split as described in Note 21) ordinary shares as
a consent fee. The fair value of the 14,031 ordinary shares on June 22, 2009 of RMB8,015,089 was imputed to the Company as
if the Shareholders (who are the principal shareholders of the Company) contributed the ordinary shares to the Company and they
were immediately reissued by the Company to the holder of Series A Redeemable Convertible Preferred Shares as a deemed dividend.



If the Company
does not meet the 2009 Performance Target and the 2010 Performance Target and there is no QIPO by April 30, 2010 and April 30,
2011 respectively, future transfers of ordinary shares from the Shareholders to the holders of Series B Redeemable Convertible
Preferred Shares will be required and such transfers will be accounted for as equity contributions from the Shareholders to the
Company and immediate redistributions to the holders of Series B Redeemable Convertible Preferred Shares as deemed dividend.



On September 15,
2009, the Shareholders reached agreement with the holders of Series A and Series B Redeemable Convertible Preferred Shares on
the modification to certain existing terms (the "September 2009 Modification"), including (a) removed the existing
definition of a QIPO and replaced it with the following: "QIPO means a fully underwritten initial public offering of the
Company's shares or ADSs with a listing on the New York Stock Exchange;" (b) removed the requirement for the Shareholders
to transfer certain number of ordinary shares to the holders of the Series B Redeemable Convertible Preferred Shares if the value
of issuable upon automatic conversion of the Series B Redeemable Convertible Preferred Shares in connection with a Qualified Public
Offering was less than the defined target IPO price per share; and, (c) agreed that the 14,031 and 76,258 ordinary shares,
respectively, transferred to the holders of Series A and Series B Redeemable Convertible Preferred Shares in connection with the
June 2009 Modification be returned to the Shareholders in the event the redemption of the preferred shares are exercised by the
holders of Series A and Series B Redeemable Convertible Preferred Shares.



The
September 2009 Modification resulted in a reduction of RMB2.4 million in the fair value of the 2009 and 2010 Performance
Adjustment Derivative Liabilities that the Company recognized in the consolidated statement of operations as change in fair
value derivatives. The September 2009 modification also resulted in an additional benefit transfer of RMB15.1 million from
the holders of the Series A and B Redeemable Convertible Preferred Shares to the Shareholders due to the reduction in the
fair value of the Series A and B Redeemable Convertible Preferred Shares on September 15, 2009 as a result of such
modification. The Company recognized a total of RMB17.5 million compensation charge in general and administrative expenses
(including the RMB15.1 million) in recognition of the total benefit transferred from the holders of Series A and B Redeemable
Convertible Preferred Shares to the Shareholders that is attributed to the Company, given the Shareholders are also employees
of the Company.



Redemption



After the third
anniversary of the first issuance of the Series A Redeemable Convertible Preferred Shares, the holders of not less than a majority
of the then outstanding Series A and Series B Redeemable Convertible Preferred Shares may require the Company to redeem all of
the outstanding Preferred Shares, if not previously converted, for an amount equal to 150% of their respective original issue
price plus all accumulated and unpaid dividends. Dividends should not have accumulated or accrued unless declared.



Liquidation



In the event of
any liquidation event and so long as any of the Series A and Series B Redeemable Convertible Preferred Shares have not been converted
into ordinary shares, the shareholders of the Preferred Shares were entitled to receive in preference to the holders of the ordinary
shares a per share amount equal to 150% of the respective original issue price and any declared but unpaid dividends. After such
payment has been made to holders of the preferred shares, any remaining assets of the Company would have been distributed pro
rata to the holders of ordinary shares and the Preferred Shares on an as-converted basis.



Liquidation events
include (i) a liquidation, winding-up or dissolution of the Company or the PRC Company (which refers to Jiangxi Jinko), or
(ii) at the election of the preferred shareholders, a merger, acquisition or sale of voting control of the Company or the
PRC Company in which its shareholders did not retain a majority of the voting power in the surviving company, or (iii) a
sale of all or substantially all of the Company or the PRC Company's assets, or (iv) a merger which valued the Company at
less than 150% of the post-money valuation of the Company immediately after the closing of the investment by holders of Series
B Redeemable Convertible Preferred Shares in the Series B Redeemable Convertible Preferred Shares of Paker.



Dividend



The Series A
Redeemable Convertible Preferred Shares should have ranked pari passu with Series B Redeemable Convertible Preferred Shares in
terms of rights to receive dividends and distributions from the Company. The holders of Series A and B Redeemable Convertible
Preferred Shares should have been entitled to dividends in preference to any dividend on the ordinary shares or any other class
or series of shares at the rate of 10% per annum of their respective original issue price, when and as declared by the Board
of Directors. No dividend, whether in cash, in property, in shares of the Company or otherwise, should have been paid on any other
class or series of shares of the Company unless and until the dividend aforesaid is first paid in full on the Series A and B Redeemable
Convertible Preferred Shares. Except for the dividend rights set forth above, the Series A and B Redeemable Convertible Preferred
Shares should not have participated with the ordinary shares in any further dividend or distribution of the earnings or profits
of the Company. Dividends should not have been accumulated or accrued unless declared.



F-32







Voting Rights



The holders of
Series A and B Redeemable Convertible Preferred Shares had voting rights equal to the number of ordinary shares then issuable
upon their conversion into ordinary shares. Such holder of the preferred shares was entitled to vote on such matters at any meeting
of members of the Company.



The Company
classified the Series A and B Redeemable Convertible Preferred Shares in the mezzanine section of the consolidated balance
sheets. In addition, the Company recorded accretion on the preferred shares to their redemption value using the effective
interest method from the issuance date to the earliest redemption date. For year ended December 31, 2009, such accretion
amounted to RMB31,832,994 and RMB42,301,594 against retained earnings for Series A and B Redeemable Convertible Preferred
Shares, respectively. For year ended December 31, 2010, such accretion amounted to RMB13,433,242 and RMB17,479,734
against retained earnings for Series A and B Redeemable Convertible Preferred Shares, respectively.



In connection with
the issuance of the Series A Redeemable Convertible Preferred Shares, Paker issued 14,629 ordinary shares (Note 22) and paid cash
in the amount of US$469,000 to third parties for professional services rendered. Paker had the option to repurchase the 14,629
ordinary shares issued from the consultant at a nominal price upon the redemption of the Series A Redeemable Convertible Preferred
Shares. The fair value of the ordinary shares issued was RMB20,004,865. In connection with the issuance of Series B Redeemable
Convertible Preferred Shares, Paker was obligated to pay US$867,300 to third parties for consulting services. The fair value of
the ordinary shares issued and the cash consideration paid to the third party consultants were recorded as stock issuance costs.



The Preferred Shares
were converted into ordinary shares on May 14, 2010 when the Company successfully listed on NYSE under the conversion rate
as stated in the discussion above.



| | 20. | CONVERTIBLE SENIOR NOTES
| | --- | ------------------------



The Company
issued USD 125 million of convertible senior notes on May 17, 2011 (the “Notes”). The Notes will mature on May
15, 2016. The interest rate is 4% per annum payable semi-annually, in arrears. No accrued interest to be paid on the Notes when
they are converted.



Holders have
the option to convert their Notes from the earlier of (i) when the registration statement becomes effective and (ii) the
first anniversary of the date on which the Notes are first issued, through to and including the business day prior to the maturity
date into ADSs representing the ordinary shares initially at a conversion rate of 29.6307 ADSs per US$1,000 principal amount of
Notes (equivalent to an initial conversion price of approximately US$33.75 per ADS).



The conversion
rate is subject to change on anti-dilution and upon certain fundamental changes. Fundamental changes are defined as 1) any “person”
or “group” beneficially owns (directly or indirectly) 50% or more of the total voting power of all outstanding classes
of Company’s shares or has the power to elect a majority of the members of the board of directors; 2) Company consolidates
with, or merge with or into, another person or the Company sells, assigns, conveys, transfers, leases or otherwise disposes of
all or substantially all of its assets, or any person consolidates with, or merges with or into, the Company; 3) Termination of
trading of Company’s ADSs; and 4) adoption of a plan relating to our liquidation or dissolution.



The holder has
the option to require the Company to repurchase the Notes, in whole or in part, in the event of a fundamental change for an amount
equal to the 100% of the principal amount and any accrued and unpaid interest in the event of fundamental changes. Management
assessed that the likelihood of fundamental change is remote.



While the Notes
remain outstanding, the Company or its subsidiaries will not create or permit to subsist any security upon its property, assets
or revenues (present or future) to secure any international investment securities or to secure any guarantee of or indemnity of
any international investment securities unless the obligations under the Notes and the indenture (a) are secured equally and ratably
therewith, or (b) have the benefit of such other security, guarantee, indemnity or other arrangement as shall be approved
by holders of a majority in aggregate principal amount of the Notes then outstanding.



The Company
has RMB as its functional currency, and the Notes are denominated in USD. As a result, the conversion feature is dual indexed
to the Company’s stock as well as the RMB and USD exchange rate, and is considered an embedded derivative which needs to
be bifurcated from the host instrument in accordance with ASC 815.



ASC 815-15-25
provides that if an entity has a hybrid financial instrument that would require bifurcation of embedded derivatives under ASC
815, the entity may irrevocably elect to initially and subsequently measure a hybrid financial instrument in its entirety at fair
value with changes in fair value recognized in earnings. The fair value election can be made instrument by instrument and shall
be supported by concurrent documentation or a preexisting documented policy for automatic election.



The Company
elected to measure the Notes in their entirety at fair value with changes in fair value recognized as non-operating income or
loss at each balance sheet date in accordance with ASC 815-15-25. Further, as the functional currency of the Company is RMB, the
fair value of the Notes is translated into RMB at each balance sheet date with the difference being reported as exchange gain
or loss. In addition, all issuance costs associated with the Notes offering has been expensed as incurred in the year ended December 31,
2011.



The estimated fair value of the Notes amounted
to approximately RMB387,777,235 (US$61,611,598) as of December 31, 2011. In the year ended December 31, 2011, the Company
recorded foreign exchange gain of RMB21,567,522, gain from change in fair value of convertible senior notes of RMB398,030,217, and one-time charge of convertible senior notes issuance costs of RMB30,154,071, respectively.



As a result of the depressed market conditions,
the Company repurchased Notes with face value of US$2 million or 1.6% of the Notes at approximately 41% of the face value in the
quarter ended December 31, 2011.



Capped Call
Options



Concurrent with
the Company’s issuance of the Convertible Senior Notes on May 17, 2011, it entered into a capped call option transactions
with an affiliate of the initial purchaser of the Notes. The capped call transaction was designed to reduce the potential dilution
that would otherwise occur as a result of new ordinary share issuances upon conversion of the Notes and effectively increase the
conversion price of the Notes for the Company to $48.21 per ADS from the actual conversion price to the Notes holders of $33.75
per ADS. The total premium paid by the Company for the capped call transactions was US$18 million.



The Company’s functional currency
is different from the denomination of the capped call. Therefore, in accordance with ASC 815, Derivatives and Hedging, the Company
accounted for the capped call transactions as freestanding derivative assets in the consolidated balance sheets. The derivative
is marked to market each reporting period utilizing the binomial model.



The fair value of capped call options was
RMB16,408,445 as of December 31, 2011. An amount of RMB98,282,510 was recorded in change in fair value of capped call options for
the year ended December 31, 2011.



| | 21. | ORDINARY SHARES AND
SHARE EXCHANGE
| | --- | ----------------------------------



On September 15,
2009, the Board of Directors approved a share split with the result of each share becoming 50 shares of the same class ("2009
Share Split"). The par value of the ordinary shares of the Company is US$0.00002 after the 2009 Share Split. All shares and
per share amounts in the consolidated financial statements and related notes have been retroactively adjusted to reflect the change
in ratio for the periods presented, as if the 2009 Share Splits occurred at the beginning of the periods presented.



As described in
Note 19, the Company issued 14,629 (731,450 post 2009 Share Split) ordinary shares to a consultant in connection with the issuance
of Series A Redeemable Convertible Preferred Shares. The fair value of which was recorded as issuance costs against the Series
A Redeemable Convertible Preferred Shares proceeds.



As described in
Note 19, the Shareholders agreed to transfer 76,258 (3,812,900 post 2009 Share Split) ordinary shares and 14,031 (701,500 post
2009 Share Split) ordinary shares to the holders of Series B Redeemable Convertible Preferred Shares and one of the holders of
Series A Redeemable Convertible Preferred Shares, respectively, in connection with the amendment of the 2009 Performance Target.
The share transfer was completed on September 15, 2009.



| | 22. | REPURCHASE OF SHARES
| | --- | --------------------



On May 6, 2011,
the Board of Directors approved a share repurchase program to repurchase up to US$30 million of its outstanding ADS of the Company
from time to time over the next 12 months, depending on market conditions, share price and other factors, as well as subject to
the memorandum and articles of association of the Company, the relevant rules under United States securities laws and regulations
and the relevant stock exchange rules. The share repurchases may be made on the open market, in block trades or otherwise and
is expected to include derivative transactions. The program may be suspended or discontinued at any time.



For
the year ended December 31, 2011, 1,222,600 outstanding American Depositary Shares (“ADSs”) (4,890,400
shares) were repurchased for full retirement with a total consideration of RMB48,503,352. Additional paid-in capital was
reduced by RMB48,502,683. 257,230 ADSs (1,028,920 shares) were repurchased but have not been retired with a total consideration of
RMB 8,354,423 which is shown as treasury stock.



F-33







| | 23. | SHARE BASED COMPENSATION
| | --- | ------------------------



The Company
adopted a long-term incentive plan (the "Plan") in July 2009 which was subsequently amended and restated. The Plan provides
for the issuance of options of the Company's ordinary shares in the amount of up to 7,325,122. The options have a contractual
life of seven years with the exception of certain options granted to an employee that can be exercised until October 1, 2013.
From August 28, 2009 to September 15, 2009, options were granted to certain of the Company's administrative and management
personnel to purchase in total 3,024,750 shares of the Company's ordinary shares at an exercise price of US$3.13 per share. On
April 6, 2010, the exercise price of these share options was adjusted from US$3.13 per share to US$2.08 per share ("repricing").
The impact of this amendment of RMB5,132,052 was recognized during the year ended December 31, 2010 as a result of the IPO
condition described below. The share options will generally vest in 5 successive equal annual installments on the last day of
each year from the grant date, provided that the personnel's service with the Company has not terminated prior to each such vesting
date. For one employee, the share options will vest in a series of 36 successive equal monthly installments, on the last day of
each month, commencing from October 1, 2008, provided that the personnel's service with the Company has not terminated prior
to each such vesting date.



On September 28, 2011, the Company amended
and restated the Plan to increase the maximum number of shares that may be issued under the Plan to 9,325,122.



On January 25,
2010, the Company granted to certain officers and employees options to purchase 726,250 ordinary shares of the Company at an exercise
price of 85% of the initial public offering price per share. These options will vest in five successive equal annual installments
on the last day of each year from January 25, 2010, provided that the personnel's service with the Company has not been terminated
prior to each such vesting date. These share options were considered as not effectively granted until their exercise price been
determined at US$2.08 on April 12, 2010.



From April 12,
2010 to April 26, 2010, the Company granted additional options to purchase 785,480 ordinary shares at an exercise price of
US$2.08 per share to certain administrative and management personnel. The share options will generally vest in 5 successive equal
annual installments on the last day of each year from the grant date, provided that the personnel's service with the Company has
not terminated prior to each such vesting date.



No portion of
any of the above granted share options, even vested, may be exercised prior to and within the 180-day period following an effective
initial public offering as defined in the Plan. Given the exercise restriction, the recognition of share-based compensation expense
was delayed. Such expense of RMB14,651,329 accumulated from grant date was recognized at the time of the Company's initial public
offering on May 14, 2010.



On March 11,
2011, the Company granted to certain officers and employees options to purchase 300,000 ordinary shares of the Company at an exercise
price of US$5.65 per share. The share options will vest in 5 successive equal annual installments on the last day of each year
from the grant date, provided that the personnel's service with the Company has not terminated prior to each such vesting date.



On May 3,
2011, the Company granted to one officer options to purchase 100,000 ordinary shares of the Company at an exercise price of US$6.50
per share. The share options will vest in 5 successive equal annual installments on the last day of each year from the grant date,
provided that the personnel's service with the Company has not terminated prior to each such vesting date.



On
October 1, 2011, the Company granted to certain officers and employees options to purchase 4,180,000 and 32,000 ordinary
shares of the Company at an exercise price of US$1.42 per share, with which the share options will vest in 5 and 1 successive
equal annual installments on the last day of each year from the grant date, respectively, provided that the personnel's service
with the Company has not terminated prior to each such vesting date.



On
November 3, 2011, the Company granted to one officer options to purchase 1,120,000 ordinary shares of the Company at an exercise
price of US$1.42 per share. The share options will vest in 24 successive equal monthly installments on the last day of each month
from October 1, 2011, provided that the personnel's service with the Company has not terminated prior to each such vesting
date.



A summary of activity
under the share-based compensation plan is as follow:





|                                                        |  | Number
    of option outstanding |           |   | Weighted-Average
    Exercise Price |  |      | Weighted-Average
    Remaining Contractual Term |  |  | Aggregate
    Intrinsic value | 
|------------------------------------------------------- |  | -------------------------------- | --------- | - | ----------------------------------- |  | ---- | ----------------------------------------------- |  |  | ----------------------------- | 
|                                                        |  |                                  |           |   | (US$/share)                         |  |      | (in years)                                      |  |  | (Rmb)                         | 
|Balance as of January 1, 2011                           |  |                                  | 4,070,898 |   |                                     |  | 2.08 |                                                 |  |  |                               | 
|Granted                                                 |  |                                  | 5,732,000 |   |                                     |  | 1.73 |                                                 |  |  |                               | 
|Exercise                                                |  |                                  | (276,136  | ) |                                     |  | 2.08 |                                                 |  |  |                               | 
|Forfeited                                               |  |                                  | (986,378  | ) |                                     |  | 2.51 |                                                 |  |  |                               | 
|Balance as of December 31,
    2011                     |  |                                  | 8,540,384 |   |                                     |  | 1.80 |                                                 |  |  | 5.7                           | 
|Vested and expected to vest as of December 31,
    2011 |  |                                  | 6,847,660 |   |                                     |  | 1.81 |                                                 |  |  | 5.4                           | 
|Vested and exercisable as of December 31,
    2011      |  |                                  | 1,551,536 |   |                                     |  | 2.02 |                                                 |  |  | 3.1                           | 





The aggregate intrinsic
value is calculated as the difference between the market value of ordinary, US$1.25 per share as of December 31, 2011 and
the exercise prices of the options.



Total intrinsic
value of options exercised for the years ended December 31, 2009, 2010 and 2011 were nil, RMB2,938,203 and nil, respectively.
The weighted average grant date fair value of options granted during the years ended December 31, 2009, 2010 and 2011 was
RMB6.16, RMB16.85 and RMB6.91 per share, respectively. The total fair value of options vested during the years ended December 31,
2009, 2010 and 2011 was nil, RMB9,363,356 and RMB9,558,119.



A summary of non
vested shares activity under the share-based compensation plan is as follow:





|                                         |  | Number of option outstanding |           |   | Weighted-Average Fair Value in Grant Date | 
|---------------------------------------- |  | ---------------------------- | --------- | - | ----------------------------------------- | 
|                                         |  |                              |           |   | (RMB/share)                               | 
|Non-vested at January 1, 2011            |  |                              | 3,109,870 |   |                                           | 
|Granted                                  |  |                              | 5,732,000 |   |                                           | 
|Vested                                   |  |                              | (936,726  | ) |                                           | 
|Forfeited                                |  |                              | (916,296  | ) |                                           | 
|Non-vested at December 31, 2011          |  |                              | 6,988,848 |   |                                           | 
|                                         |  |                              |           |   |                                           | 
|Expected to vest as of December 31, 2011 |  |                              | 5,296,124 |   |                                           | 



F-34







Total share-based
compensation expense, determined based on the fair value of the options on the grant dates including the incremental charge resulted
from the repricing, applying an estimated forfeiture rate of 0% or 10%, amounted to approximately RMB70,635,363, of which the
amount of RMB9,879,124 recognized in the year ended December 31, 2011.



The share-based
compensation expense for the year ended December 31, 2011 was recorded in the respective items:



|Costs of revenues                   |  |  | 725,651   | 
|----------------------------------- |  |  | --------- | 
|Selling expenses                    |  |  | 529,939   | 
|General and administrative expenses |  |  | 8,623,534 | 
|Total                               |  |  | 9,879,124 | 



As of December 31,
2011, the Company had unrecognized share-based compensation expense RMB34,960,240 related to non-vested share options. That deferred
cost is expected to be recognized over a weighted-average period of 6.32 years. For the year ended December 31, 2011, total
cash received from the exercise of share options amounted to RMB3,759,081.



The fair value
of option grant is estimated on the date of grant using Binomial Tree option pricing model for grants before the IPO which contained
performance conditions and Black-Scholes model for grants after the IPO with the following assumptions for options granted
to employees and non-employees during the year ended December 31, 2011, respectively:



|Risk-free interest rate                   |  |  | 0.69%-2.11 | %
|----------------------------------------- |  |  | ---------- | -
|Expected term                             |  |  | 3.9-5.0    |  
|Expected dividend yield                   |  |  | 0          | %
|Expected volatility                       |  |  | 77%-82     | %
|Fair value per option at grant date (RMB) |  |  | 4.25-26.65 |  



The risk-free interest
rate is based on the China government bond yield denominated in US$ for a term consistent with the expected life of the awards
in effect at the time of grant.



The expected term
is based on the contractual term of the option and expected employee exercise and post-vesting employment termination behavior.
Currently, it is based on the simplified approach.



The Company has
no history or expectation of paying dividends on its ordinary shares.



The Company chose
to use the historical volatility and implied volatility of a basket of comparable publicly-traded companies for a period equal
to the expected term preceding the grant date.



F-35







| | 24. | RELATED PARTY TRANSACTIONS
AND BALANCES
| | --- | ---------------------------------------



(a) Related
party balances



Outstanding amounts
due from/to related parties as of December 31, 2010 and 2011 were as follows:



|                                                                                                                                                                                                                        |  | As of December 31, |        
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | -------
|                                                                                                                                                                                                                        |  | 2010               |        
|                                                                                                                                                                                                                        |  | RMB                |        
|Accounts receivable, net- a related party:                                                                                                                                                                              |  |                    |        
|Accounts receivable from subsidiaries of ReneSola Ltd. ("ReneSola", controlled by an immediate family member of the principal shareholders and directors of the Company, who are the executive officers of the Company) |  |                    | 100,382
|Other receivables- related parties:                                                                                                                                                                                     |  |                    |        
|Travelling advances to executive directors who are also shareholders                                                                                                                                                    |  |                    | 399,444
|                                                                                                                                                                                                                        |  |                    |        
|Total                                                                                                                                                                                                                   |  |                    | 499,826
|                                                                                                                                                                                                                        |  |                    |        
|Accounts payables due to a related party                                                                                                                                                                                |  |                    |        
|Accounts payable due to a subsidiary of ReneSola Ltd. (“ReneSola”, controlled by an immediate family member of the principal shareholders and directors of the Company, who are the executive officers of the Company)  |  |                    | —      
|Other payables due to a related party                                                                                                                                                                                   |  |                    |        
|Other payables to Desun for leasing of land and buildings                                                                                                                                                               |  |                    | —      
|                                                                                                                                                                                                                        |  |                    |        
|Total                                                                                                                                                                                                                   |  |                    | —      



(b) Related
party transactions



For the years ended
December 31, 2009, 2010 and 2011, revenues from sales of products and provision of processing services to subsidiaries of
ReneSola amounted to RMB28,317,315, nil and RMB32,587,949, respectively.



For the years
ended December 31, 2009, 2010 and 2011, raw materials purchased from a subsidiary of ReneSola amounted to nil, RMB35,250,000
and RMB44,512,919.



On January 1,
2008, Desun and Jiangxi Jinko entered into an operating lease agreement pursuant to which Desun leased its buildings and land
use rights to Jiangxi Jinko for a ten-year period from January 1, 2008 to December 31, 2017. Desun was deconsolidated
from the Company on July 28, 2008 and became a related party of the Group. For the years ended December 31, 2009, 2010
and 2011, Desun charged Jiangxi Jinko RMB1,100,304, RMB1,100,304 and RMB1,100,304 in rent, respectively (Note 26).



During the years
ended December 31, 2010 and 2011, the Shareholders provided guarantees for the Group's several short-term and long-term bank
borrowings. As of December 31, 2010 and 2011, the balances of short-term borrowings guaranteed by the Shareholders were RMB272,955,568
and RMB244,000,000, respectively, and the balances of long-term borrowings guaranteed by the Shareholders were RMB200,000,000
and RMB80,000,000, respectively (Note 16).



During the year
ended December 31, 2011, Desun provided collateral on its land use rights and buildings, for a short-term bank borrowing of RMB17,000,000 of the Group (Note 16).



| | 25. | CERTAIN RISKS AND CONCENTRATION
| | --- | -------------------------------



Financial instruments
that potentially subject the Group to significant concentrations of credit risk consist primarily of cash and cash equivalents,
restricted cash, short-term investments, accounts receivable, prepayments and other current assets. As of December 31, 2010
and 2011, substantially all of the Group's cash were held by major financial institutions located in the PRC.



The Group has contracts
for the purchases of materials and equipment which are denominated in foreign currencies, including US Dollars, Swiss Francs,
Euros and Japanese Yen. For the year ended December 31, 2011, 80% of the Group's revenues are dominated in foreign currencies,
including US Dollars and Euros. Renminbi, the functional currency of the Group, is not freely convertible into foreign currencies.
The Group has entered into foreign exchange forward contracts with local banks to reduce the exposure of significant changes in
the exchange rates between Renminbi and foreign currencies.



F-36







The following table
summarizes the percentage of the Company’s revenue over 10% of total revenue for the years ended December 31, 2009, 2010
and 2011, and accounts receivable represented by customers with balances over 10% of accounts receivables as of December 31, 2010
and 2011, respectively:



|          |  | Revenue                 |  
|--------- |  | ----------------------- | -
|          |  | Year ended December 31, |  
|          |  | 2009                    |  
|          |  | RMB                     |  
|Company A |  |                         | —



|          |  | Accounts receivable |  
|--------- |  | ------------------- | -
|          |  | December 31,        |  
|          |  | 2010                |  
|          |  | RMB                 |  
|Company B |  |                     | —
|Company C |  |                     | —





The Group relies
on a limited number of equipment suppliers including GT Solar Incorporated ("GT Solar"), Miyamoto Trading Limited ("Miyamoto"),
Ningxia Jing Yang Automation Co., Ltd. ("Jing Yang"), Applied Materials Baccini S.P.A, (currently "Applied Materials
Italia S.R.L."), or "Applied Materials" and Centrotherm Photovoltaics AG (“Centrotherm”) for a majority
of principal manufacturing equipment and spare parts. For the year ended December 31, 2009, 24% and 18% of the Group's manufacturing
equipment were purchased from Miyamoto and Jing Yang, respectively. For the year ended December 31, 2010, 17%, 10% and 10%
of the Group's manufacturing equipment were purchased from Miyamoto, GT Solar and Applied Materials. For the year ended December 31,
2011, 17%, 13% and 10% of the Group's manufacturing equipment were purchased from Miyamoto, Applied Materials and Centrotherm,
respectively. No other suppliers individually accounted for more than 10% of the equipment purchase for the periods presented.



As of December 31,
2011, 32% and 23% of the balance of the Group's advance payments were made to two major suppliers, Hoku Materials, Inc. ("Hoku"),
a fully owned subsidiary of Hoku Corporation (formerly known as "Hoku Scientific, Inc.") and Wuxi Zhong Cai Technologies
Co., Ltd., ("Zhong Cai") respectively. The Group is exposed to the credit and financial risks of these suppliers. The
Group's financial condition and results of operations may be materially affected if the suppliers fail to meet their obligations
of supplying silicon materials according to the contractually agreed schedules. No other individual supplier has advance payment
balances that accounted for more than 10% of the total balance as of December 31, 2011.



Hoku is currently in the process of undertaking a construction project for producing virgin polysilicon
which the Group has contracted for. While the Group's prepayment to Hoku is secured by a lien on Hoku's assets according to the
terms of the supply contract with Hoku, such lien is deeply subordinated and shared with all other customers and other senior lenders
of Hoku. According to Hoku’s Form 10-Q for the quarter ended December 31, 2011 filed on March 5, 2012, Hoku expects to raise
at least an additional US$139.8 million to complete the construction of its planned 4,000 metric ton plant with a total estimated
cost of US$700.0 million. Jiangxi Jinko and Hoku entered into a supplementary agreement in September 2011. Pursuant to this agreement,
the first shipment date of the polysilicon materials has been further postponed to July 1, 2012, which was previously scheduled
at July 1, 2011. The annual prices terms for the first four years are fixed. However, if the difference between the contract price
and the average contract price for the last twelve months reflected in the PCSPI or another mutually acceptable third party index
exceeds a defined band, the price under our long-term supply contract with Hoku will be subject to renegotiation by the parties.
The prices for the final four years will be determined by both parties three months prior to the expiration of each shipment date.
And Hoku will refund in total US$2.2 million to Jiangxi Jinko, with monthly payment of US$0.22 million from September 2011 to June
2012. Up to February 2012, the Group received US$0.88 million of the refund from Hoku. As of December 31, 2011, the Group did not
record any provisions in relation to the prepayment to Hoku as the potential impairment loss was not probable. However, if Hoku
fails to complete its construction project, which could cause it to fail to fulfill its contractual delivery obligations to the
Group, or if Hoku ceases to continue as a going concern, the Group may have difficulty recoveringall or any of the deposits of US$19.56 million the Group paid to Hoku, which could have a material adverse effect on the financial
condition of the Group.



Zhongcai is a producer of virgin
polysilicon materials with which the Company entered into a long-term purchase contract in July 2008. Wuxi Zhong Cai Group
Co., Ltd., the parent company of Zhong Cai, provided guarantee to the Company for execution of the purchase contract. The
Company and Zhong Cai entered into a supplementary agreement in January 2009. Pursuant to this supplementary agreement, the
purchase price of polysilicon materials will be negotiated based on the market price. The delivery schedule and utilization
of advance payments will be further negotiated. Close to the end of year 2011, Zhong Cai stopped its production in response
to the change in the polysilicon market. Zhong Cai resumed part of its manufacturing capacity in March 2012. If Zhong Cai
cannot ramp up its production with a reasonable profit margin or undergoes any difficulty in its operation, the Company may
not be able to recover all or any of the advance payment of Rmb95.6 million that has been made to Zhong Cai, and then may
have to rely on the guarantee from Wuxi Zhong Cai Group Co., Ltd. to recover the advance payment. As of December 31, 2011,
the Company did not record any provisions in relation to the prepayment of RMB95.6 million to Zhong Cai as the
potential impairment loss was not probable.



| | 26. | COMMITMENTS AND CONTINGENCIES
| | --- | -----------------------------



(a) Operating lease commitments



From January 1, 2008, Jiangxi Jinko leased
buildings and land use rights from Desun, under a non-cancelable operating lease expiring in January 2018, with an annual rental
of RMB1,100,304 and an option to renew. In addition, the Group also leased office buildings for its offices located in Hong Kong,
Shanghai, Germany, United States and Italy under non-cancelable operating lease from third parties.



Future minimum obligations for operating leases
are as follows:





|Year ending December 31, |  | RMB |           
|------------------------ |  | --- | ----------
|2012                     |  |     | 5,464,815 
|2013                     |  |     | 5,073,942 
|2014                     |  |     | 4,005,687 
|2015                     |  |     | 1,692,868 
|2016                     |  |     | 1,294,245 
|Years thereafter         |  |     | 1,100,304 
|                         |  |     |           
|Total                    |  |     | 18,631,861



F-37









Rental expense
under all operating leases were RMB3,284,497, RMB4,455,490 and RMB5,493,427 for the years ended December 31, 2009, 2010 and
2011, respectively.



(b) Capital
commitments



The Group entered
into several purchase agreements and supplementary agreements with certain suppliers to acquire machineries to be used in the
manufacturing of its products. The Group's total future payments under these purchase agreements amounted to RMB439.1 million
as of December 31, 2011.



(c) Contingencies



In the opinion of management, as confirmed
by its legal counsel, as of December 31, 2011, the ownership structure of the Group is in compliance with all existing PRC
laws and regulations. It is also in the opinion of management that potential losses arising from the ownership structure based
on current regulatory environment is remote. However, the Company cannot be assured that the PRC government authorities will not
take a view contrary to the opinion of management. In addition, there may be changes and other developments in the PRC laws and
regulations or their interpretations. If the current ownership structure of the Group was found to be not in compliance with any
existing or future PRC laws or regulations, the Group may be required to restructure its ownership structure and operations in
the PRC to comply with current or new PRC laws and regulations.



On December 20, 2010, Zhejiang Global
Photovoltaic Technology Co., Ltd ("Zhejiang Global"), one of the customers, filed an action in Shaoxing People's Court
against Zhejiang Jinko for the late delivery of products and claimed for charges of RMB14 million and the return of advances paid
by Zhejiang Global to Zhejiang Jinko of RMB5 million. As of December 31, 2010, the management estimates that the probable loss
associated with this lawsuit is in the range of RMB10 million to RMB13 million. Hence, the Company provided RMB10 million for estimated
loss. On April 20, 2011, Shaoxing People’s Court ruled in favor of Zhejiang Global that Zhejiang Jinko must pay the late
charge of RMB12 million and return the advances of RMB4.8 million to Zhejiang Global. On May 30, 2011, Zhejiang Jinko filed an
appeal to the Shaoxing Intermediate People’s Court, Zhejiang Province. On December 15, 2011, Shaoxing Intermediate People’s
Court upheld the judgment of the lower court. The Group provided RMB12 million for estimated loss as of December 31, 2011.
A total liability of RMB 16.8 million including the return of the advance payment, were recorded in other payables and accruals
as of December 31, 2011.



On March 9, 2011, Jiangsu Yangsheng Energy Technology Co., Ltd., or Jiangsu Yangsheng, one of our customers,
filed an action in Haining People’s Court, Zhejiang Province against Zhejiang Jinko for the return of prepayment of RMB8
million and the accrued interest of RMB74,667 due to the delayed return of prepayment. The case was subsequently referred to the
Jiaxing Intermediate People’s Court. On February 20, 2012, Jiaxing Intermediate People’s Court ruled in favor of Zhejiang
Jinko for lack of contractual relationship between Jiangsu Yansheng and Zhejiang Jinko. On March 6, 2012, Jiangsu Yangsheng filed
an appeal to the Zhejiang High People’s Court, Zhejiang Province. As of the date of this annual report, this suit is still
pending. The Company does not anticipate any loss from this case.



On October 11, 2011, JinkoSolar was named
as a defendant in a putative shareholder class action lawsuit filed in the United States District Court for the Southern District
of New York captioned Marco Peters v. JinkoSolar Holding Co., Ltd., et al., Case No. 11-CV-7133 (S.D.N.Y.) (the “U.S. Securities
Action”). In addition to JinkoSolar, the complaint also names as defendants Xiande Li, Kangping Chen, Xianhua Li, Wing Koen
Siew, Haitao Jin, Zibin Li, Stephen Markscheid, Longgen Zhang (the “Individual Defendants”), and the underwriters of
JinkoSolar's May 13, 2010 ADS offering. The plaintiff in the U.S. Securities Action seeks to represent a class of all purchasers
and acquirers of ADSs of JinkoSolar between May 13, 2010 and September 21, 2011, inclusive. The plaintiff alleges that the defendants
violated Sections 11 and 12(a)(2) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 by making
material misstatements or failing to disclose material information regarding, among other things, JinkoSolar’s compliance
with environmental regulations at its Haining facility. The complaint also asserts claims against the Individual Defendants for
control person liability under Section 15 of the Securities Act of 1933 and Section 20(a) of the Securities Exchange Act of 1934.
The complaint seeks, among other things, certification of the putative class, unspecified compensatory damages (including interest),
and costs and expenses incurred in the action.



On March 19, 2012, the court entered an order appointing lead plaintiffs in the
U.S. Securities Action. On April 2, 2012, the court directed lead plaintiffs to file an amended complaint on or before May
30, 2012. The deadline for defendants to move, answer or otherwise respond to the amended complaint is July 30, 2012. As of
December 31, 2011, a range of loss was not known for the claims. JinkoSolar believes that the claims against it in the U.S.
Securities Action are without merit and intends to defend itself vigorously.



F-38







(d) Guarantees



On June 13, 2009, Jiangxi Jinko entered
into a loan agreement with Shangrao Heji Investment Co., Ltd. ("Heji"), in the principal amount of RMB100 million with
a term of three years. Of this amount, RMB nil was outstanding as of December 31, 2011. In consideration of this loan agreement,
Heji required Jiangxi Jinko to enter into a guarantee agreement with Jiangxi International Trust Co., Ltd. ("JITCL")
on May 31, 2009 for Heji's payment obligations under its separate trust loan agreement with JITCL ("JITCL Loan Agreement"),
under which JITCL extended a loan to Heji in the principal amount of RMB50 million for a term of three years. In the event that
Heji fails to perform its obligations under the JITCL Loan Agreement or otherwise defaults thereunder, Jiangxi Jinko will become
liable for Heji's obligations under the JITCL Loan Agreement. The Company recorded a guarantee liability of RMB1.5 million as
of December 31, 2010 and reclassified to short term liability as of December 31, 2011. Corresponding deferred financing
cost was recorded and amortized over the period of Jiangxi Jinko’s long-term borrowing. Jiangxi Jinko has fully repaid the
entrusted loans in July 2011. However, Jiangxi Jinko has not been released from its obligations and therefore, it may still be
required to perform obligations under the Guarantee Agreement, which would have a materially adverse effect on the Company’s
financial condition.



| | 27. | FAIR VALUE MEASUREMENTS
| | --- | -----------------------



A hierarchy
is established for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable
inputs by requiring that the observable inputs be used when available. Observable inputs are inputs that market participants would
use in pricing the asset or liability, developed based on market data obtained from sources independent of the Company. Unobservable
inputs are inputs that reflect the Company's assumptions about the assumptions market participants would use in pricing the asset
or liability developed based on the best information available in the circumstances. As such, fair value is a market-based measure
considered from the perspective of a market participant who holds the asset or owes the liability rather than an entity-specific
measure. The hierarchy is broken down into three levels based on the reliability of inputs as follows: (Level 1) observable inputs
such as quoted prices in active markets; (Level 2) inputs other than the quoted price in active markets that are observable either
directly or indirectly, or quoted prices in less active markets; and (Level 3) unobservable inputs with respect to which there
is little or no market data, which require the Company to develop its own assumptions.



Derivative
Liabilities



On a recurring
basis, the Company measures the 2010 Performance Adjustment Derivative Liabilities (Note 19) at fair value. Since the 2010 Performance
Adjustment Derivative Liabilities are not traded on an exchange, they are valued using a valuation model. Management is responsible
for determining the fair value and considered a number of factors including valuations. The 2010 Performance Adjustment Derivative
Liability was bifurcated at the fair value measured with the residual financing proceeds attributed to the Series B Redeemable
Convertible Preferred Shares on issuance date.



Fair value
change in forward contracts



The Company
has entered into foreign exchange forward contracts with local banks to reduce the exposure of significant changes in exchange
rates between Renminbi and foreign currencies. Authoritative guidance requires companies to recognize all of the derivative financial
instruments as either assets or liabilities at fair value in the consolidated balance sheets based upon quoted market prices for
comparable instruments. The Company's derivative instruments have not met the criteria for hedge accounting within authoritative
guidance. Therefore, the foreign currency forward contracts have been recorded at fair value, with the gain or loss on these transactions
recorded in the consolidated statements of operations within "Change in fair value of forward contracts" in the period
in which they occur. The Company does not use derivative financial instruments for trading or speculative purposes. The Company
held foreign exchange forward contracts with a total notional value of US$583.7 million and EUR32.0 million as of December 31,
2011. These foreign exchange forward contracts mature between 1 to 12 months. The Company used a discounted cash-flow methodology
to measure fair value, which requires inputs such as interest yield curves and foreign exchange rates. The significant inputs
used in the aforementioned model can be corroborated with market observable data and therefore the fair value measurements are
classified as level 2. Typically, any losses or gains on the forward exchange contracts are offset by re-measurement losses or
gains on the underlying balances denominated in non-functional currencies. The Company's foreign currency exchange contract is
an over-the-counter instrument.



Convertible
Senior Notes and Capped Call Options



The
Company has adopted valuation models to assess the fair value for capped call options and the Notes, as the capped call
options are notpubliclytradedand
the trading of the Notes is considered inactive. Management is responsible for determining these fair values and assessing a
number of factors. Both capped call options and the Notes are valued using the Binomial Tree option pricing model. The
valuation involves complex and subjective judgments as well as the Company’s best estimates on the valuation date. The
main inputs to this model include underlying share price, expected share volatility, expected dividend yield, risk free
interest rate etc.



F-39







Recurring change
in fair value



As of December 31,
2010 and 2011, information about inputs into the fair value measurements of the Company's assets and liabilities that are measured
at fair value on a recurring basis in periods subsequent to their initial recognition is as follows:



|                                   |  | Fair Value Measurements at Reporting Date Using |           
|---------------------------------- |  | ----------------------------------------------- | ----------
|Description                        |  | Balance as of December 31, 2010                 |           
|Assets:                            |  |                                                 |           
|Foreign exchange forward contracts |  |                                                 | 96,871,563
|                                   |  |                                                 |           
|Liabilities:                       |  |                                                 |           
|Foreign exchange forward contracts |  |                                                 | 13,063,592



|                                   |  | Fair Value Measurements at Reporting Date Using |            
|---------------------------------- |  | ----------------------------------------------- | -----------
|Description                        |  | Balance as of December 31, 2011                 |            
|Assets:                            |  |                                                 |            
|Foreign exchange forward contracts |  |                                                 | 64,954,682 
|Capped call options                |  |                                                 | 16,408,445 
|                                   |  |                                                 |            
|Liabilities:                       |  |                                                 |            
|Foreign exchange forward contracts |  |                                                 | 5,524,497  
|Convertible senior notes           |  |                                                 | 387,777,235



The Group's
foreign exchange forward contracts are not traded on an exchange, the Group values them using valuation models. The valuation
of these contracts used interest rate yield curves and foreign exchange rates as the significant inputs in the valuation models.
These inputs are observable in active markets over the terms of the instruments the Group holds.



F-40







Assets and liabilities
measured at fair value on a recurring basis using significant unobservable inputs (Level 3 valuation)



A summary of changes
in Level 3 embedded derivative underlying Series B Redeemable Convertible Preferred Shares for the years ended December 31,
2010 and 2011 were as follows:



A summary of
changes in Level 3 fair value of convertible senior notes for the year ended December 31, 2011 was as follows:



|Balance at December 31, 2010                     |  |  | —            |  
|------------------------------------------------ |  |  | ------------ | -
|Issuance of convertible senior notes             |  |  | 812,525,000  |  
|Foreign exchange gain                            |  |  | (21,522,933  | )
|Change in fair value of convertible senior notes |  |  | (398,030,217 | )
|Repurchase of convertible senior notes           |  |  | (5,194,615   | )
|Balance at December 31, 2011                     |  |  | 387,777,235  |  



A summary of
changes in Level 3 fair value of Capped call options for the year ended December 31, 2011 was as follows:



|Balance at December 31, 2010                |  |  | —           |  
|------------------------------------------- |  |  | ----------- | -
|Purchase of capped call option              |  |  | 117,003,600 |  
|Foreign exchange gain                       |  |  | (2,312,645  | )
|Change in fair value of capped call options |  |  | (98,282,510 | )
|Balance at December 31, 2011                |  |  | 16,408,445  |  



Change in fair
value of derivatives



The Change in
fair value of derivatives recognized in earnings was as follows:



|                         |  | For the year ended December 31, |            
|------------------------ |  | ------------------------------- | -----------
|                         |  | 2009                            |            
|                         |  | RMB                             |            
|Forward contracts        |  |                                 | —          
|Embedded derivatives     |  |                                 | (13,599,301
|Convertible senior notes |  |                                 | —          
|Capped call options      |  |                                 | —          
|Total                    |  |                                 | (13,599,301



| | 28. | GOODWILL
| | --- | --------



As of December 31,
2010, the RMB45,645,832 in goodwill related to our reporting unit represented goodwill allocated from the acquisitions of Zhejiang
Jinko in 2009 (Note 3). The allocation of all the goodwill from the acquisition to our reporting unit represented the expected
synergies, economies of scale and vertical integration our business would realize from using our solar modules in the project
pipelines obtained from the acquisition. Once goodwill has been assigned to a reporting unit, for accounting purposes, the goodwill
is no longer directly associated with the underlying acquisitions that the goodwill originated from, but rather the reporting
unit to which it has been allocated. The Group is considered as one single reporting unit.



The Company commenced its annual goodwill impairment test in October 2011.  However, considering qualitative factors including
the continuing reduction in our market capitalization for the quarters ended September 30, 2011 and December 31, 2011 and
the fiscal 2012 solar industry outlook, we concluded that a two-step goodwill impairment test was required for our
reporting unit.



In estimating
the fair value of the reporting unit in the first step of the impairment test, significant management judgment was required. In
using the income approach methodology of valuation, estimates to determine the fair value of the reporting unit included management
judgment related to forecasts of future operating results, discount rates, and expected future growth rates that are used in the
discounted cash flow method of valuation. In using the market approach methodology of valuation, management made judgments related
to the selection of comparable businesses. The sum of the fair value of the reporting unit is also compared to the Company’s
external market capitalization in order for management to assess the appropriateness of such estimates. The underlying assumptions
used in the first step of the impairment test considered the market capitalization as of December 31, 2011 and the current
industry environment and its expected impact on the fair value of the reporting unit. The Company determined that the fair value
of the reporting unit was less than the carrying value, which required us to perform the second step of the impairment test for
the components reporting unit.



Management performed
the second step of the impairment test to determine the implied fair value of goodwill for the reporting unit, which requires
management to allocate the fair value of the reporting unit determined in step one to all of the assets and liabilities including
any unrecognized intangible assets of the components reporting unit. Management determined the implied fair value of goodwill
in the reporting unit to be zero. As a result, we impaired all of the goodwill in the reporting unit and recorded RMB45,645,832
of impairment expense, which also represents the accumulated goodwill impairment losses.



| | 29. | RESTRICTED NET ASSETS
| | --- | ---------------------



Relevant PRC
laws and regulations permit payments of dividends by the Company's PRC subsidiaries only out of their retained earnings, if any,
as determined in accordance with PRC GAAP. In addition, the statutory general reserve fund requires annual appropriations of 10%
of net after-tax income to be set aside prior to payment of any dividends by the Company's PRC subsidiaries that are registered
as wholly owned foreign investment enterprises or domestic enterprises. As a result of these and other restrictions under PRC
laws and regulations, the PRC subsidiaries are restricted in their ability to transfer a portion of their net assets to the Company
either in the form of dividends, loans or advances. Even though the Company does not currently require any such dividends, loans
or advances from the Company's PRC subsidiaries for working capital or other funding purposes, it may in the future require additional
cash resources from the PRC subsidiaries due to changes in business conditions, to fund future acquisitions and development, or
merely declare dividends or make distributions to the Company's shareholders. Restricted net assets were RMB2,850,011,133, 31%
of total assets as of December 31, 2011.





| | 30. | SUBSEQUENT EVENTS
| | --- | -----------------



Subsequent to December 31, 2011, the Group obtained additional short-term and
long-term bank borrowings (Note 16).



In January 2012, the Company repurchased
173,570 ADSs (694,280 shares) but have not been retired with total consideration of RMB 5.5 million (US$0.9 million).



On April 17, 2012, the Company registered unsecured one-year short-term bonds with an aggregate principal
amount of RMB300 million with the the PRC National Association of Financial Market Institutional Investors (“NAFMII”).
The short-term bonds which the Company expects to issue on April 23, 2012 will bear a fixed annual interest rate determined on
the issuance date and will mature on April 23, 2013. Industrial Bank Co., Ltd. Will act as the lead underwriter and bookrunner
for the short-term bonds with standby commitment. The proceeds will be used as working capital.



F-41







| | 31. | ADDITIONAL INFORMATION—CONDENSED
FINANCIAL STATEMENTS OF THE PARENT COMPANY
| | --- | ---------------------------------------------------------------------------



The separate condensed
financial statements of the Company as presented below have been prepared in accordance with Securities and Exchange Commission
Regulation S-X Rule 5-04 and Rule 12-04 and present the Company's investments in its subsidiaries under the equity method
of accounting. Such investment is presented on separate condensed balance sheets of the Company as "Investments in subsidiaries
" and the Company's shares of the profit or loss of subsidiaries are presented as "Share of (loss) / income from subsidiaries"
in the statements of operations.



The Company completed
the Share Exchange with the then existing shareholders of Paker, the holding company of its subsidiaries, on December 16,
2008 (Note 21). Upon completion, Paker becomes a wholly-owned subsidiary of the Company. The Share Exchange was accounted for
as a recapitalization of the Company, as such, the separate condensed financial statements of the Company are presented as if
the current corporate structure has been in existence since the beginning of the years presented.



The Company did
not have any significant commitment, long term obligation, or guarantees as of December 31, 2010 and 2011.



Certain information
and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed
and omitted. The footnote disclosures contain supplemental information relating to the operations of the Company, as such, these
statements should be read in conjunction with the notes to the consolidated financial statements of the Company.



Condensed statements
of operations:



|                                                                                       |  | Year ended December 31, |            
|-------------------------------------------------------------------------------------- |  | ----------------------- | -----------
|                                                                                       |  | 2009                    |            
|                                                                                       |  | RMB                     |            
|                                                                                       |  |                         |            
|Net revenues                                                                           |  |                         | —          
|Cost of revenues                                                                       |  |                         | —          
|                                                                                       |  |                         |            
|Gross profit                                                                           |  |                         | —          
|                                                                                       |  |                         |            
|Total operating expenses                                                               |  |                         | (25,388,252
|                                                                                       |  |                         |            
|Loss from operations                                                                   |  |                         | (25,388,252
|Convertible senior notes issuance costs                                                |  |                         | —          
|Share of income from subsidiaries                                                      |  |                         | 124,566,024
|Interest income/(expense), net                                                         |  |                         | —          
|Exchange gain/(loss)                                                                   |  |                         | —          
|Other expense                                                                          |  |                         | (168,839   
|Change in fair value of embedded derivative                                            |  |                         | (13,599,301
|Change in fair value of convertible senior notes and capped call option                |  |                         | —          
|Income before income tax expenses                                                      |  |                         | 85,409,632 
|Income tax expenses                                                                    |  |                         | —          
|Net income for the year                                                                |  |                         | 85,409,632 
|Series A Redeemable Convertible Preferred Shares accretion                             |  |                         | (31,832,994
|Series B Redeemable Convertible Preferred Shares accretion                             |  |                         | (42,301,594
|Deemed dividend to a preferred shareholder                                             |  |                         | (8,015,089 
|Allocation to preferred shareholders                                                   |  |                         | (40,422,944
|                                                                                       |  |                         |            
|Net income/(loss) attributable to JinkoSolar Holding Co., Ltd.'s ordinary shareholders |  |                         | (37,162,989



F-42







Condensed balance
sheets:





|                                                                                                                                                                              |  | December 31, 2010 |               |  | December 31, 2011 |  |               | December 31, 2011 | 
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ------------- |  | ----------------- |  | ------------- | ----------------- | 
|                                                                                                                                                                              |  | RMB               |               |  | RMB               |  |               | USD               | 
|                                                                                                                                                                              |  |                   |               |  |                   |  |               | (Note 2 (aj))     | 
|ASSETS                                                                                                                                                                        |  |                   |               |  |                   |  |               |                   | 
|Current assets:                                                                                                                                                               |  |                   |               |  |                   |  |               |                   | 
|Cash and cash equivalents                                                                                                                                                     |  |                   | 9,084,131     |  |                   |  | 17,279,974    |                   | 
|Due from subsidiaries                                                                                                                                                         |  |                   | 1,662,280     |  |                   |  | 583,271,399   |                   | 
|Other current assets                                                                                                                                                          |  |                   | 4,324,372     |  |                   |  | 33,681,614    |                   | 
|Total current assets                                                                                                                                                          |  |                   | 15,070,783    |  |                   |  | 634,232,987   |                   | 
|Investments in subsidiaries                                                                                                                                                   |  |                   | 2,677,016,021 |  |                   |  | 2,703,338,634 |                   | 
|Capped call option                                                                                                                                                            |  |                   | -             |  |                   |  | 16,408,445    |                   | 
|Total assets                                                                                                                                                                  |  |                   | 2,692,086,804 |  |                   |  | 3,353,980,066 |                   | 
|                                                                                                                                                                              |  |                   |               |  |                   |  |               |                   | 
|LIABILITIES                                                                                                                                                                   |  |                   |               |  |                   |  |               |                   | 
|Current liabilities:                                                                                                                                                          |  |                   |               |  |                   |  |               |                   | 
|Due to subsidiaries                                                                                                                                                           |  |                   | 20,896,567    |  |                   |  | 65,331,777    |                   | 
|Other current liabilities                                                                                                                                                     |  |                   | 5,988,361     |  |                   |  | 5,680,539     |                   | 
|Total current liabilities                                                                                                                                                     |  |                   | 26,884,928    |  |                   |  | 71,012,316    |                   | 
|Convertible senior notes                                                                                                                                                      |  |                   | -             |  |                   |  | 387,777,235   |                   | 
|Total liabilities                                                                                                                                                             |  |                   | 26,884,928    |  |                   |  | 458,789,551   |                   | 
|Shareholders' Equity                                                                                                                                                          |  |                   |               |  |                   |  |               |                   | 
|Ordinary shares (US$0.00002 par value, 500,000,000 shares authorized, 95,078,242 and 89,435,058 shares issued and outstanding as of December 31, 2010 and 2011, respectively) |  |                   | 13,832        |  |                   |  | 13,200        |                   | 
|Additional paid-in capital                                                                                                                                                    |  |                   | 1,542,089,341 |  |                   |  | 1,507,224,827 |                   | 
|Treasury stock                                                                                                                                                                |  |                   | —             |  |                   |  | (8,354,423    | )                 | 
|Retained earnings                                                                                                                                                             |  |                   | 1,123,098,703 |  |                   |  | 1,396,441,522 |                   | 
|Accumulated other comprehensive loss                                                                                                                                          |  |                   | —             |  |                   |  | (134,611      | )                 | 
|Total Shareholders' Equity                                                                                                                                                    |  |                   | 2,665,201,876 |  |                   |  | 2,895,190,515 |                   | 
|                                                                                                                                                                              |  |                   |               |  |                   |  |               |                   | 
|Total liabilities and shareholders' equity                                                                                                                                    |  |                   | 2,692,086,804 |  |                   |  | 3,353,980,066 |                   | 





The balance due
from subsidiaries represented the expenses paid on behalf by the Company to its subsidiaries.



Other current assets
mainly represented the prepaid insurance premium, prepaid rent and other miscellaneous expenses.



The balance due
to subsidiaries represented the professional service fees paid by Jiangxi Jinko.



Other current liabilities
represented accrual for unpaid professional service fees.



The Company has
long term obligations arising from the issuance of Convertible Senior Notes due in May 15, 2016 (See Note 20
of the notes to the consolidated financial statements).



F-43







Condensed statements
of cash flows:





|                                                                                            |  | For the years ended |             
|------------------------------------------------------------------------------------------- |  | ------------------- | ------------
|                                                                                            |  | 2009                |             
|                                                                                            |  | RMB                 |             
|                                                                                            |  |                     |             
|Cash flows from operating activities:                                                       |  |                     |             
|Net income                                                                                  |  |                     | 85,409,632  
|Adjustments to reconcile net income to net cash provided by (used in) operating activities: |  |                     |             
|Change in fair value of embedded derivatives                                                |  |                     | 13,599,301  
|Change in fair value of convertible senior notes                                            |  |                     | —           
|Change in fair value of capped call option                                                  |  |                     | —           
|Non-cash compensation to ordinary shareholders/employees                                    |  |                     | 20,889,414  
|Share of income from subsidiaries                                                           |  |                     | (124,566,024
|Exchange (gain)/loss                                                                        |  |                     | —           
|Changes in operating assets and liabilities:                                                |  |                     |             
|Increase in due from subsidiaries                                                           |  |                     | —           
|Decrease/(increase) in other current assets                                                 |  |                     | (7,120,006  
|Increase in due to a subsidiary                                                             |  |                     | 7,308,623   
|(Decrease)/increase in other current liabilities                                            |  |                     | 4,479,060   
|Net cash from/(used in) operating activities                                                |  |                     | —           
|                                                                                            |  |                     |             
|Cash flows from investing activities:                                                       |  |                     |             
|Investments in subsidiaries                                                                 |  |                     | —           
|Net cash used in investing activities                                                       |  |                     | —           
|                                                                                            |  |                     |             
|Cash flows from financing activities:                                                       |  |                     |             
|Proceeds from issuance of ordinary shares                                                   |  |                     | —           
|Proceeds from exercise of share options                                                     |  |                     | —           
|Proceeds from issuance of convertible senior notes                                          |  |                     | —           
|Repurchase of convertible senior notes                                                      |  |                     | —           
|Cash paid for capped call option                                                            |  |                     | —           
|Repurchase of common stock                                                                  |  |                     | —           
|Net cash provided by financing activities                                                   |  |                     | —           
|Effect of foreign exchange rate changes on cash                                             |  |                     | —           
|Net increase in cash                                                                        |  |                     | —           
|Cash and cash equivalents, beginning of year                                                |  |                     | —           
|Cash and cash equivalents, end of year                                                      |  |                     | —           





F-44