JA Solar Holdings Co., Ltd.
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JA Solar Reports Third Quarter 2008 Results
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JA Solar Reports Third Quarter 2008 Results

Third Quarter 2008 Highlights

HEBEI, China, Nov. 12 /PRNewswire-FirstCall/ -- JA Solar Holdings Co., Ltd., (Nasdaq: JASO) a fast-growing manufacturer of high-performance solar cells, today reported financial results for its third quarter ended Sept. 30, 2008.

"We are pleased with our third quarter results, in which revenue, gross profit and income from operations increased sequentially. We shipped 99.1 MW of solar cells, more than twice the amount we shipped in the same quarter a year ago," said Samuel Yang, chief executive officer of JA Solar.

"JA Solar will remain a strong industry player, but we realize we are not immune from the worldwide financial situation. We will be conservative as we ramp production, but we will be aggressive in securing strategic partnerships and in enhancing our customer and supplier relationships to extend our industry leadership.

"Looking ahead, we expect that our tolling business, which carries with it a lower ASP, will represent an increasing portion of our revenue in the coming quarters. Our fourth quarter 2008 and full year 2009 guidance reflect the assumption of the increased tolling revenue.

"We are carefully managing the company for continued profitability in 2009. With our low cost basis, strong support from our suppliers, and ongoing success in broadening and diversifying our customer base, we believe we can achieve gross margins of at least 16 percent for the full year of 2009, with upside likely as we solidify and strengthen our operations during these uncertain times. JA Solar will continue to prosper, even if the current market conditions remain for an extended period. We will be able to capitalize on opportunities that weaker companies leave behind, and extend our market share and profitability even further," he said.

Third Quarter 2008 Results

    Summary of megawatts produced and shipped (includes cell processing
service)

                                          Three months ended
    Megawatts          September 30, 2007   June 30, 2008   September 30, 2008

    Produced                   44.6 MW         66.1 MW             102.9 MW

    Shipped                    43.8 MW         65.7 MW              99.1 MW

    Cost per watt
     excluding wafer
     cost                    US$ 0.224/Wp    US$ 0.205/Wp         US$ 0.234/Wp


Total revenue in the third quarter of 2008 was RMB 2.12 billion or $312.3 million, an increase of 149.5 percent from third quarter of 2007 revenue of RMB 850.0 million or $125.2 million, and an increase of 71.5 percent from the second quarter of 2008 revenue of RMB 1.24 billion or $182.1 million.

Total gross profit in the third quarter of 2008 was RMB 458.1 million or $67.5 million compared with RMB 199.3 million or $29.4 million in the third quarter 2007, and RMB 288.4 million or $42.5 million in the second quarter 2008. Gross margin was 21.6 percent in the third quarter 2008, compared with 23.45 percent in the third quarter 2007, and 23.3 percent in the second quarter 2008.

Interest expense in the third quarter of 2008 was RMB 63.5 million or $9.4 million, compared with RMB 1.3 million or $0.19 million in the third quarter of 2007. This compares with RMB 32.9 million or $4.9 million in the second quarter of 2008.

Net loss available to ordinary shareholders in the third quarter 2008 was RMB 142.8 million or $21.0 million compared with net profit of RMB 165.9 million or $ 24.4 million in the third quarter 2007, and RMB 318.6 million or $46.9 million in the second quarter 2008.

Basic and diluted loss per ADS was RMB 0.92 or $0.13 and RMB 2.47 or $0.36, respectively. This compares with basic and diluted net income per ADS of RMB 1.20 or $ 0.18 and RMB 1.18 or $ 0.17, respectively, in the same period of 2007; and RMB 2.06 or $0.30 and RMB -0.04 or $-0.01, respectively, in the second quarter 2008.

The bankruptcy of Lehman Brothers and its affiliates had a material impact on our third quarter net income and EPS. Firstly, the company recorded a $100 million other than temporary impairment adjustment against short term investments purchased from Lehman Brothers Treasury Co. B.V. ("Lehman Treasury") due to its bankruptcy and related default on repayment of this investment at maturity of 9th October 2008. Further in connection with the senior convertible notes offering, JA Solar entered into a 6.56 million share lending agreement with Lehman Brothers International (Europe) ("Lehman Europe"). Under the share lending agreement with Lehman Europe, the shares must be returned to the Company no later than May 15, 2013, the maturity date of the senior notes. Until that time, the shares are considered to be issued and outstanding for corporate law purposes. Under current accounting rules, since there was an obligation of Lehman Europe to return the borrowed shares, such shares would have been excluded from the company's per share calculation. However, due to the recent bankruptcy filing by Lehman Europe, the Company will now include these shares in its per share calculation on a weighted average basis. Approximately 1.1 million shares were included in the per share computation for the third quarter related to the Lehman Europe share lending arrangement. Also in connection with the senior note offering, JA Solar entered into a capped call transaction with Lehman Brothers OTC Derivatives Inc. ("Lehman OTC") and the company recorded a $7.35 million loss in Q3 given Lehman OTC bankruptcy.

The third quarter 2008 included share-based compensation expense of RMB -18.1 million or -$2.7 million, including a reversal of RMB 52.6 million in previously recognized stock-based compensation for the resignation of COO Dr. Sun and other employees in the third quarter of 2008.

In the third quarter 2008, on a non-GAAP basis, adjusted to exclude stock-based compensation, changes in fair value of the embedded derivatives underlying the senior convertible notes and capped call options, and impairment loss on available-for-sale securities, non-GAAP basic and diluted net income per ADS were RMB 1.75 or $0.26 and RMB 1.61 or $0.24, respectively. This compares with non-GAAP basic and diluted net income per ADS of RMB 1.31 or $0.19 and RMB 1.29 or $0.19, respectively, in the same period of 2007; and RMB 1.04 or $0.15 and RMB 0.99 or $0.15, respectively, in the second quarter 2008. Please refer to Note 3 set forth at the end of this release.

Third Quarter 2008 Balance Sheet

At Sept. 30, 2008, JA Solar had cash and cash equivalents of RMB 1.69 billion or $248.8 million, compared with RMB 794.1 million or $117.0 million at the end of the third quarter 2007, and RMB 3.57 billion or $525.1 million at the end of the second quarter 2008.

Capital expenditures were RMB 142.5 million or $21.0 million in the third quarter 2008, compared with RMB 144.3 million or $21.2 million in the third quarter 2007, and RMB 264.1 million or $38.9 million in the second quarter 2008. Depreciation and amortization expenses in the third quarter 2008 were RMB 23.7 million or $3.5 million, as compared with RMB 10.7 million or $1.6 million in the third quarter 2007, and RMB 16.4 million or $2.4 million in the second quarter 2008.

"In the third quarter, operating profit more than doubled both sequentially and year over year, demonstrating our ongoing strong financial performance and controls," said Daniel Lui, chief financial officer of JA Solar.

"We ended the quarter with a strong cash position of RMB 1.69 billion or $248.8 million. We believe that the combination of cash on hand with an average operating cash flow of at least 10 percent as a percentage of revenue, will be more than enough to finance our production ramp, including the pre- payments to suppliers, throughout 2009," he said. "We will be cautious as we build out new production lines, but we will continue to invest in process improvements to enable future cost reductions. In the fourth quarter and in 2009, we continue to expect to generate net cash inflows from operations.

"Liquidity of the company is and will stay strong in the foreseeable future. Not only do we receive strong credit support from local banks, future minimum prepayment obligations are expected to be substantially less than the contractual $260 million as the silicon material/wafer supplies become abundant as a result of the global market downturn. Further, to achieve 1GW nameplate capacity by the end of 2009, an additional investment of only RMB 850 million or $125 million would be necessary. We expect to invest approximately RMB 210 million or $30.9 million in R&D throughout next year. But as Samuel said, we will be cautious in our production ramps and capacity expansion, as we wait to see how orders are flowing before we commit new capital," he said.

The conversion of Renminbi into U.S. dollars in this release, made solely for the convenience of the reader, is based on the noon buying rate in The City of New York for cable transfers of Renminbi as certified for customs purposes by the Federal Reserve Bank of New York as of Sept. 30, 2008, which was RMB 6.7899 to $1.0000. No representation is intended to imply that the Renminbi amounts could have been, or could be, converted, realized or settled into U.S. dollars at that rate on Sept. 30, 2008, or at any other date. The percentages stated in this press release are calculated based on Renminbi.

2008 Outlook

Based on current market conditions, the devaluation of the Euro and other global financial uncertainties, the company expects revenue for the fourth quarter to be approximately RMB 1.3 billion or $191.5 million to RMB 1.5 billion or $220.9 million. The gross margin in the fourth quarter is expected to be between 5 and 7 percent; non-GAAP earnings per basic and diluted ADS are expected to be approximately break-even.

JA Solar's target for total production output has been updated to 310MW for 2008, with the nameplate annual production expected to be 600MW by the end of this year.

2009 Outlook

The company updated 2009 guidance based on market forecasts and the financial environment. For the full year 2009, revenue is expected to be in the range of RMB 10.0 billion or $1.5 billion to RMB 11.6 billion or $1.7 billion. Full-year gross margins are expected to be at least 16 percent. Non- GAAP earnings per basic ADS are expected to be at least 1.00 and diluted ADS are expected to be $0.90.

Total production output is expected to be approximately 800MW with total production capacity projected to exceed 1GW by the end of 2009.

Investor Conference Call / Webcast Details

A conference call has been scheduled for today, Wednesday, Nov. 12, 2008 at 8:00 am Eastern time. The call may be accessed by dialing 1.888.989.3484 or 1.517.308.9407 (international). The passcode is JA Solar. A live webcast of the conference call will be available on the company's website at www.jasolar.com. A replay of the call will be available beginning two hours after the live call and will be accessible by dialing 1.800.944.1558 or 1.203.369.3871 (international). The passcode for the replay is 5276 (JASO).

About JA Solar Holdings Co., Ltd.

Based in Hebei, JA Solar Holdings Co., Ltd. is a fast-growing manufacturer of high-performance solar cells. The company sells its products to solar module manufacturers who assemble and integrate its solar cells into modules and systems that convert sunlight into electricity. For more information, please visit http://www.jasolar.com.

Forward-looking Statement

This press release contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by words such as "will," "may," "expect," "anticipate," "aim," "intend," "plan," "believe," "estimate," "potential," "continue," and other similar statements. Statements other than statements of historical facts in this announcement are forward- looking statements, including but not limited to, our expectations regarding the expansion of our manufacturing capacities, our future business development, and our beliefs regarding our production output and production outlook. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations, assumptions, estimates and projections about the Company and the industry. Further information regarding these and other risks is included in our registration statement on Form F-1 and other documents filed with the Securities and Exchange Commission. The Company undertakes no obligation to update forward-looking statements, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that its expectations will turn out to be correct, and investors are cautioned that actual results may differ materially from the anticipated results.

About Non-GAAP Financial Measures

To supplement its consolidated financial results presented in accordance with GAAP, JA Solar uses the following non-GAAP measures which are adjusted from the most directly comparable GAAP results to exclude items related to share-based compensation, change in fair value of the embedded derivatives underlying the senior convertible notes and capped call options and impairment loss on available-for-sale securities which arose from the company's stock price movement. JA Solar believes that non-GAAP information is useful for analysts and investors to evaluate JA Solar's future on-going performance because they enable a more meaningful comparison of JA Solar's projected cash earnings and performance with its peers and historical results from prior periods. This information is not intended to represent funds available for JA Solar's discretionary use and not intended to represent or to be used as a substitute for gross profit/margin, operating expenses, operating income or net income as measured under GAAP. This non-GAAP measure is not in accordance with or an alternative for GAAP financial data, the non-GAAP results should be reviewed together with the GAAP results and are not intended to serve as a substitute for results under GAAP, and may be different from non-GAAP measures used by other companies. For more information on this non-GAAP financial measure, please see the tables captioned "Note 3. Reconciliation of non-GAAP results of operations measure to the nearest comparable GAAP measures" set forth at the end of this release and which shall be read together with the preceding financial statements prepared under GAAP.



                         JA Solar Holdings Co., Ltd.
               Condensed Consolidated Statements of Operations

                                 (Unaudited)

                                           Three months ended
                                 September 30,               June 30,
                                     2007                      2008
                               RMB          USD          RMB          USD
    Net revenues
      Solar products
       to third parties  803,948,453  118,403,578   992,414,128   146,160,345
      Solar products to
       related parties     4,235,069      623,731   181,649,316    26,752,871
      Solar cells
       processing         41,811,183    6,157,850    62,613,837     9,221,614
    Total revenues       849,994,705  125,185,159 1,236,677,281   182,134,830
    Cost of revenues
      Solar products    (639,550,780) (94,191,487) (925,093,577) (136,245,538)
      Solar cells
       processing        (11,112,156)  (1,636,571)  (23,134,255)   (3,407,157)
    Total cost of
     revenues           (650,662,936) (95,828,058) (948,227,832) (139,652,695)
    Gross profit         199,331,769   29,357,101   288,449,449    42,482,135
    Selling, general
     and administrative
     expenses            (27,813,372)  (4,096,286)  (66,587,857)   (9,806,898)
    Research and
     development
     expenses             (1,109,276)    (163,371)   (5,545,808)     (816,773)
    Total operating
     expenses            (28,922,648)  (4,259,657)  (72,133,665)  (10,623,671)
    Income from
     operations          170,409,121   25,097,444   216,315,784    31,858,464
    Interest expense      (1,321,305)    (194,599)  (32,948,109)   (4,852,518)
    Interest income       13,992,625    2,060,800    14,219,824     2,094,261
    Foreign exchange
     loss                (18,952,072)  (2,791,215)  (35,985,949)   (5,299,923)
    Other income           1,735,985      255,672       151,348        22,290
    Loss from sale of
     investments                   -            -   (13,667,739)   (2,012,951)
    Change in fair value
     of derivatives
     (see note 1)                  -            -   175,661,767    25,871,039
    Impairment on
     available-for-sale
     securities                    -            -             -             -
    Income/ (loss)
     before income
     taxes               165,864,354   24,428,102   323,746,926    47,680,662
    Income tax benefit/
     (expense)                     -            -    (5,186,955)     (763,922)
    Net income/ (loss)
     available to
     ordinary
     shareholders        165,864,354   24,428,102   318,559,971    46,916,740
    Net income/ (loss)
     per ordinary
     shares (see note 2)
      Basic                     1.20         0.18          2.06          0.30
      Diluted                   1.18         0.17         (0.04)        (0.01)

    Weighted average
     number of ordinary
     shares outstanding:
      Basic              138,270,000  138,270,000   154,519,808   154,519,808
      Diluted            140,095,013  140,095,013   163,688,037   163,688,037

    Net income/ (loss)
     per ADS (see note 2)
      Basic                     1.20         0.18          2.06          0.30
      Diluted                   1.18         0.17         (0.04)        (0.01)

    Weighted average
     number of ADS
     outstanding:
      Basic              138,270,000  138,270,000   154,519,808   154,519,808
      Diluted            140,095,013  140,095,013   163,688,037   163,688,037


                                                        September 30,
                                                            2008
                                                      RMB           USD
    Net revenues
      Solar products to third parties           1,864,733,731   274,633,460
      Solar products to related parties           214,150,867    31,539,620
      Solar cells processing                       41,683,479     6,139,042
    Total revenues                              2,120,568,077   312,312,122
    Cost of revenues
      Solar products                           (1,647,376,134) (242,621,561)
      Solar cells processing                      (15,129,810)   (2,228,282)
    Total cost of revenues                     (1,662,505,944) (244,849,843)
    Gross profit                                  458,062,133    67,462,279
    Selling, general and administrative
     expenses                                     (17,858,354)   (2,630,135)
    Research and development expenses              (6,914,040)   (1,018,283)
    Total operating expenses                      (24,772,394)   (3,648,418)
    Income from operations                        433,289,739    63,813,861
    Interest expense                              (63,490,476)   (9,350,723)
    Interest income                                13,811,446     2,034,116
    Foreign exchange loss                         (40,772,184)   (6,004,828)
    Other income                                       51,814         7,631
    Loss from sale of investments                  (8,319,520)   (1,225,279)
    Change in fair value of derivatives
     (see note 1)                                 229,051,739    33,734,185
    Impairment on available-for-sale
     securities                                  (686,320,000) (101,079,545)
    Income/ (loss) before income taxes           (122,697,442)  (18,070,582)
    Income tax benefit/ (expense)                 (20,055,640)   (2,953,746)
    Net income/ (loss)  available to
     ordinary shareholders                       (142,753,082)  (21,024,328)
    Net income/ (loss)  per ordinary
     shares (see note 2)
      Basic                                             (0.92)        (0.13)
      Diluted                                           (2.47)        (0.36)

    Weighted average number of ordinary
     shares outstanding:
      Basic                                       155,832,515   155,832,515
      Diluted                                     169,896,784   169,896,784

    Net income/ (loss)  per ADS (see note 2)
      Basic                                             (0.92)        (0.13)
      Diluted                                           (2.47)        (0.36)

    Weighted average number of ADS
     outstanding:
      Basic                                       155,832,515   155,832,515
      Diluted                                     169,896,784   169,896,784

    Each ADS represents 1 ordinary share



                          JA Solar Holdings Co., Ltd.
                    Condensed Consolidated Balance Sheets

                            December 31, 2007           September 30, 2008
                             RMB         USD           RMB           USD
                          (Audited)  (Conversion)  (Unaudited)    (Conversion)
    ASSETS
    Current assets
    Cash and cash
     equivalents       1,145,032,918 168,637,670  1,688,999,291   248,751,718
    Available-for-sale
     securities          803,121,383 118,281,769    542,341,000    79,874,667
    Accounts receivables
     from third party
     customers            28,819,554   4,244,474    378,814,765    55,790,921
    Accounts receivables
     from related party
     customers            24,730,689   3,642,276     78,015,000    11,489,860
    Inventories          157,334,310  23,171,815    359,077,652    52,884,085
    Advances to related
     party suppliers     389,871,684  57,419,356    529,667,967    78,008,213
    Advances to third
     party suppliers     898,722,659 132,361,693  1,168,978,017   172,164,246
    Other current
     assets               42,315,074   6,232,061     35,216,349     5,186,578
    Deferred tax assets    1,214,246     178,831      4,199,437       618,483
     Total current
      assets           3,491,162,517 514,169,945  4,785,309,478   704,768,771
    Property and
     equipment, net      532,011,999  78,353,437  1,095,803,851   161,387,333
    Intangible asset,
     net                   6,687,677     984,945      6,079,077       895,312
    Deferred tax assets    4,355,369     641,448     11,336,087     1,669,551
    Advances to third
     party suppliers     536,332,174  78,989,701  1,146,765,923   168,892,904
    Derivative assets-
     capped call
     options                       -           -     25,058,249     3,690,518
    Deferred issuance
     cost                          -           -     75,263,349    11,084,603
    Total assets       4,570,549,736 673,139,477  7,145,616,014 1,052,388,992
    LIABILITIES AND
     SHAREHOLDERS'
     EQUITY
    Current liabilities:
    Short-term bank
     borrowings          200,000,000  29,455,515              -             -
    Accounts payable
     to third parties     10,119,234   1,490,336     44,884,001     6,610,406
    Tax payables             342,025      50,373     27,460,168     4,044,267
    Advances from third
     parties customers    70,285,896  10,351,536     68,796,539    10,132,187
    Other payables to
     third parties        16,841,500   2,480,375    156,131,990    22,994,741
    Payroll and welfare
     payable               6,364,403     937,334     17,165,811     2,528,139
    Accrued expenses      15,279,750   2,250,365     54,497,616     8,026,277
    Amounts due to related
     parties             113,890,220  16,773,475     14,633,653     2,155,209
    Interest payable               -           -     46,115,325     6,791,753
    Total current
     liabilities         433,123,028  63,789,309    429,685,103    63,282,979
    Accrued warranty cost    929,170     136,846      2,963,648       436,479
    Convertible bonds
     payable                       -           -  1,868,383,037   275,170,921
    Embedded derivatives           -           -    273,822,928    40,327,977
    Total liabilities    434,052,198  63,926,155  2,574,854,716   379,218,356
    Commitment and
     Contingencies                 -           -              -            -

    Shareholders' equity:          -           -              -            -
    Ordinary shares(US$0.0001
     par value; 493,480,000
     shares authorized
     154,058,000 and
     167,888,020 shares
     issued and outstanding
     as of December 31, 2007
     and September 30, 2008) 123,307      18,160        123,799        18,233

    Additional paid-in
     capital           3,655,194,120 538,328,123  3,753,621,468   552,824,264
    Statutory reserve     71,617,912  10,547,712     71,617,912    10,547,712
    Accumulated
     earnings            417,203,191  61,444,674    747,477,654   110,086,696
    Accumulated other
     comprehensive
     income               (7,640,992) (1,125,347)    (2,079,535)     (306,269)
    Total shareholders'
     equity            4,136,497,538 609,213,322  4,570,761,298   673,170,636
    Total liabilities
     and shareholders'
     equity            4,570,549,736 673,139,477  7,145,616,014 1,052,388,992



    Note 1. Change in fair value of derivatives

                                   Three months   Three months  Three months
                                     ended,           ended,      ended,
                                    September       September    June 30,
                                    30, 2007        30, 2007       2008
                                     In RMB          In USD       In RMB
    Change in fair value
     of embedded foreign
     currency derivatives                 -               -    (25,845,420)
    Change in fair value of
     capped call options                  -               -   (125,254,486)
    Change in fair value of
     embedded derivatives
     underlying senior convertible
     notes                                -               -    326,761,673
    Total                                 -               -    175,661,767


                                 Three months   Three months  Three months
                                    ended,         ended,        ended,
                                   June 30,      September     September
                                    2008         30, 2008      30, 2008
                                   In USD          In RMB        In USD
    Change in fair value of
     embedded foreign currency
     derivatives                 (3,806,451)    (24,128,575)   (3,553,598)
    Change in fair value of
     capped call options        (18,447,176)    (75,774,466)  (11,159,880)
    Change in fair value of
     embedded derivatives
     underlying senior
     convertible notes           48,124,666     328,954,780    48,447,663
    Total                        25,871,039     229,051,739    33,734,185



    Note 2. Net income per ADS on a fully diluted basis

                                 Three months   Three months  Three months
                                   ended,          ended,        ended,
                                  September       September     June 30,
                                  30, 2007        30, 2007       2008
                                   In RMB          In USD       In RMB
    Net income/(loss), Basic    165,864,354      24,428,100   318,559,971
    Change in fair value of
     embedded derivatives
     underlying senior
     convertible notes                    -               -  (326,761,672)
    Foreign exchange gain
     on senior convertible
     notes                                -               -   (31,721,331)
    Accretion of non-cash interest
     charge on senior
     convertible notes                    -               -    16,541,320
    Amortization of deferred issuance
     cost in relation to senior
     convertible notes                    -               -       973,815
    4.5% interest expenses
     of senior convertible notes          -               -    15,432,975
    Net income, Diluted         165,864,354      24,428,100    (6,974,922)
    Weighted average number of
     ordinary shares and ADS
     outstanding:
      Basic                     138,270,000     138,270,000   154,519,808
      Diluted                   140,095,013     140,095,013   163,688,037
    Net income per ordinary
     shares and per ADS:
      Basic                            1.20            0.18          2.06
      Diluted                          1.18            0.17         (0.04)



                                 Three months   Three months  Three months
                                    ended,         ended,        ended,
                                   June 30,      September     September
                                    2008         30, 2008      30, 2008
                                   In USD         In RMB        In USD
    Net income/(loss), Basic     46,916,740    (142,753,082)  (21,024,328)
    Change in fair value of
     embedded derivatives
     underlying senior
     convertible notes          (48,124,666)   (328,954,780)  (48,447,663)
    Foreign exchange gain on
     senior convertible notes    (4,671,841)    (10,983,426)   (1,617,612)
    Accretion of non-cash
     interest charge on senior
     convertible notes            2,436,165      32,885,854     4,843,349
    Amortization of deferred
     issuance cost in relation
     to senior convertible notes    143,421       1,936,045       285,136
    4.5% interest expenses of
     senior convertible notes     2,272,931      28,668,577     4,222,238
    Net income, Diluted          (1,027,250)   (419,200,812)  (61,738,880)
    Weighted average number of
     ordinary shares and ADS
     outstanding:
      Basic                     154,519,808     155,832,515   155,832,515
      Diluted                   163,688,037     169,896,784   169,896,784
    Net income per ordinary
     shares and per ADS:
      Basic                            0.30           (0.92)        (0.13)
      Diluted                         (0.01)          (2.47)        (0.36)


    Weighted average ordinary shares and ADS excludes 6,562,760 ADSs borrowed
    by affiliates of the joint book-running managers in connection with the
    May 2008 senior convertible notes offering. The Company believes that
    under U.S. GAAP the ADSs borrowed are not to be considered outstanding for
    the purpose of computing and reporting our net income per ordinary share
    and per ADS.



    Note 3. Reconciliation of non-GAAP results of operations measures to the
    nearest comparable GAAP measures


                                 Three months   Three months  Three months
                                   ended,          ended,        ended,
                                  September       September     June 30,
                                  30, 2007        30, 2007       2008
                                   In RMB          In USD        In RMB
    GAAP Net Income/(loss)      165,864,354      24,428,100   318,559,971
    Stock based compensation     15,060,822       2,218,121    44,268,934
    Change in fair value of
     capped call options                  -               -   125,254,486
    Change in fair value of
     embedded derivatives
     underlying senior convertible
     notes                                -               -  (326,761,672)
    Impairment loss on
     available-for-sale securities        -               -             -

    Non-GAAP Net income         180,925,176      26,646,221   161,321,719

    Non-GAAP Net income Basic   180,925,176      26,646,221   161,321,719
    Foreign exchange gain on
     senior convertible notes             -               -   (31,721,331)
    Amortization of deferred
     issuance cost                        -               -       973,815
    Accretion on senior
     convertible notes                    -               -    16,541,320
    4.5% interest expenses of
     senior convertible notes             -               -    15,432,975

    Non-GAAP Net income
     Diluted                    180,925,176      26,646,221   162,548,498

    Weighted average number of
     ordinary shares and ADS
     outstanding:
      Basic                     138,270,000     138,270,000   154,519,808
      Diluted                   140,095,013     140,095,013   163,688,037

    Non-GAAP Net income per
     ordinary shares and per ADS:
      Basic                            1.31            0.19          1.04
      Diluted                          1.29            0.19          0.99


                                 Three months   Three months  Three months
                                    ended,         ended,        ended,
                                   June 30,      September     September
                                    2008         30, 2008      30, 2008
                                   In USD          In RMB        In USD
    GAAP Net Income/(loss)       46,916,740    (142,753,082)  (21,024,328)
    Stock based compensation      6,519,821     (17,244,925)   (2,539,791)
    Change in fair value of
     capped call options         18,447,176      75,774,466    11,159,880
    Change in fair value of
     embedded derivatives
     underlying senior
     convertible notes          (48,124,666)   (328,954,780)  (48,447,663)
    Impairment loss on
     available-for-sale
     securities                           -     686,320,000   101,079,545

    Non-GAAP Net income          23,759,071     273,141,679    40,227,643

    Non-GAAP Net income Basic    23,759,071     273,141,679    40,227,643
    Foreign exchange gain on
     senior convertible notes    (4,671,841)    (10,983,426)   (1,617,612)
    Amortization of deferred
     issuance cost                  143,421       1,936,045       285,136
    Accretion on senior
     convertible notes            2,436,165      32,885,854     4,843,349
    4.5% interest expenses of
     senior convertible notes     2,272,931      28,668,577     4,222,238

    Non-GAAP Net income Diluted  23,939,747     273,141,679    40,227,643

    Weighted average number of
     ordinary shares and ADS
     outstanding:
      Basic                     154,519,808     155,832,515   155,832,515
      Diluted                   163,688,037     169,896,784   169,896,784

    Non-GAAP Net income per
     ordinary shares and per ADS:
      Basic                            0.15            1.75          0.26
      Diluted                          0.15            1.61          0.24


    These potentially dilutive securities were not include in the calculation
    of dilutive earnings per share because of their anti-dilutive effect

SOURCE JA Solar Holdings Co., Ltd.

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