EX-99 3 ex7-02.htm EXHIBIT 7.02 - PROPOSAL LETTER ex7-02.htm
 
 
EXHIBIT 7.02
 

June 5, 2015


The Board of Directors
JA Solar Holdings Co., Ltd.
No. 36, Jiang Chang San Road
Zhabei, Shanghai 200436
The People’s Republic of China

Dear Sirs:

I, Baofang Jin, Chairman and Chief Executive Officer of JA Solar Holdings Co., Ltd. (the "Company"), together with Jinglong Group Co., Ltd., a British Virgin Islands company of which I am the sole director (together, "we" or the "Buyer Group"), are pleased to submit this preliminary non-binding proposal to acquire all the outstanding ordinary shares (the "Shares") of the Company not owned by the Buyer Group in a going-private transaction (the "Acquisition").  The Buyer Group currently beneficially owns approximately 15.6% of the Shares of the Company.

We believe that our proposal of US$1.938 in cash per Share, or US$9.69 in cash per American Depositary share of the Company ("ADS", each representing 5 Shares), will provide a very attractive opportunity to the Company’s shareholders. This price represents a premium of approximately 20% to the Company’s closing price on June 4, 2015.

The terms and conditions upon which the Buyer Group is prepared to pursue the Acquisition are set forth below.  We are confident that we can consummate the Acquisition as outlined in this letter.

1.  Buyer.  We intend to form an acquisition vehicle for the purpose of implementing the Acquisition.  The Acquisition will be in the form of a merger of the Company with the acquisition vehicle.

2.  Purchase Price.  Our proposed consideration payable for the Shares acquired in the Acquisition will be US$1.938 per Share, or US$9.69 per ADS, in cash.

3.  Financing.  We intend to finance the Acquisition with a combination of debt and equity capital, and expect definitive commitments for the required debt and equity funding, subject to terms and conditions set forth therein, to be in place when the Definitive Agreement (as defined below) are signed.

4.  Due Diligence.  Parties providing financing will require a timely opportunity to conduct customary due diligence on the Company.  We would like to ask the board of directors of the Company to accommodate such due diligence request and approve the provision of confidential information relating to the Company and its business to possible sources of equity and debt financing subject to a customary form of confidentiality agreement.

5.  Definitive Agreements.  We have engaged Skadden, Arps, Slate, Meagher & Flom LLP as the Buyer Group's U.S. legal counsel.  We are prepared to negotiate and finalize definitive agreements (the "Definitive Agreements") expeditiously.  This proposal is subject to
 

 
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execution of the Definitive Agreements.  These documents will include provisions typical for transactions of this type.

6.  Process.  We believe that the Acquisition will provide superior value to the Company’s shareholders.  We recognize of course that the Board will evaluate the proposed Acquisition independently before it can make its determination whether to endorse it.  In considering the proposed Acquisition, you should be aware that we are interested only in acquiring the outstanding Shares the Buyer Group does not already own, and that we do not intend to sell our stake in the Company to a third party.

7.  Confidentiality.   We will, as required by law, promptly file a Schedule 13D to disclose this letter.  We are sure you will agree with us that it is in all of our interests to ensure that we proceed our discussions with respect to the Acquisition in a confidential manner, unless otherwise required by law, until we have executed the Definitive Agreements or terminated our discussions.

8.  No Binding Commitment.  This letter constitutes only a preliminary indication of our interest, and does not constitute any binding commitment with respect to the Acquisition.  Such a commitment will result only from the execution of Definitive Agreements, and then will be on the terms provided in such documentation.

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[Signature Page to Follow]

 
 
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In closing, we would like to express our commitment to working together with you to bring this Acquisition to a successful and timely conclusion.  Should you have any questions regarding this proposal, please do not hesitate to contact us.  We look forward to speaking with you.


 
Sincerely,
  
         
         
         
         
 
By:  
/s/ Baofang Jin
  
   
Baofang Jin
  
         
         
         
         
         
         
 
Jinglong Group Co., Ltd.
  
         
 
By:  
/s/ Baofang Jin
  
   
Name:  
Baofang Jin
  
   
Title:
Sole Director
  

 
 
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