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FAIR VALUE MEASUREMENTS
12 Months Ended
Dec. 31, 2012
FAIR VALUE MEASUREMENTS [Abstract]  
FAIR VALUE MEASUREMENTS
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 20) 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$384.5 million, EUR21.1 million and AUD0.8 million as of December 31, 2012. 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 not publicly traded and 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 Binominal 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.

 

Recurring change in fair value

 

As of December 31, 2011 and 2012, 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,
2011
    Quote Prices in
Active market for
Identical Assets
(Level 1)
    Significant
Other
Observable
Inputs (Level 2)
    Significant
Unobservable
Inputs (Level 3)
 
Assets:                                
Foreign exchange forward contracts     64,954,682       -       64,954,682       -  
Capped call options     16,408,445       -       -       16,408,445  
                                 
Liabilities:                                
Foreign exchange forward contracts     5,524,497       -       5,524,497       -  
Convertible senior notes     387,777,235       -       -       387,777,235  

 

 

    Fair Value Measurements at Reporting Date Using  
Description   Balance as of
December 31,
2012
    Quote Prices in
Active market for
Identical Assets
(Level 1)
    Significant
Other
Observable
Inputs (Level 2)
    Significant
Unobservable
Inputs (Level 3)
 
Assets:                                
Foreign exchange forward contracts     12,930,159       -       12,930,159       -  
Capped call options     16,131,208       -       -       16,131,208  
                                 
Liabilities:                                
Foreign exchange forward contracts     5,490,630       -       5,490,630       -  
Convertible senior notes     483,581,668       -       -       483,581,668  

 

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.

 

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 fair value of convertible senior notes for the year ended December 31, 2012 was as follows:

 

Balance at January 1, 2012     387,777,235  
Foreign exchange gain     (1,047,241 )
Change in fair value of convertible senior notes     96,851,674  
Balance at December 31, 2012     483,581,668  

 

A summary of changes in Level 3 fair value of Capped call options for the year ended December 31, 2012 was as follows:

 

Balance at January 1, 2012     16,408,445  
Foreign exchange gain     31,815  
Change in fair value of capped call options     (309,052 )
Balance at December 31, 2012     16,131,208  

 

A summary of the assumptions used in the valuation of convertible senior notes and Capped call options was as follows:

 

    As of December 31,  
    2011     2012  
    RMB     RMB  
Fair value of ADS     US$ 5.00       US$ 6.21  
Strike Price     US$ 33.75       US$ 33.75  
Risk Free Interest Rate     0.72 %     0.47 %
Dividend Yield     0 %     0 %
Standard Volatility     112.22 %     87.56 %

 

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,  
    2010     2011     2012  
    RMB     RMB     RMB  
Foreign exchange forward contracts     98,039,341       36,604,889       (9,043,079 )
Embedded derivatives     54,938       -       -  
Convertible senior notes     -       398,030,217       (96,851,674 )
Capped call options     -       (98,282,510 )     (309,052 )
Total     98,094,279       336,352,596       (106,203,805 )

 

Non-recurring change in fair value

 

As of December 31, 2011

 

      Fair Value Measurements at Reporting Date Using    
Description     Balance as of
December 31,
2011
      Quote Prices in
Active market for
Identical Assets
(Level 1)
      Significant
Other
Observable
Inputs (Level 2)
      Significant
Unobservable
Inputs (Level 3)
      Total
(losses)
 
Goodwill     -       -       -       -       RMB45,645,832  

 

The goodwill relating to the acquisition of Zhejiang Jinko has been fully impaired of RMB45,645,832 (Note 3).

 

As of December 31, 2012

 

      Fair Value Measurements at Reporting Date Using    
Description     Balance as of
December 31,
2012
      Quote Prices in
Active market for
Identical Assets
(Level 1)
      Significant
Other
Observable
Inputs (Level 2)
      Significant
Unobservable
Inputs (Level 3)
      Total
(losses)
 
Long-lived assets     RMB4,232,012,975                       RMB4,232,012,975       RMB65,476,299  

 

The long-lived assets represent property, plant and equipment for production of cell production line that had become obsolete (Note 10).

 

In accordance with the provisions of the Impairment or Disposal of Long-Lived Assets Subsections of FASB Codification Subtopic 360-10, long-lived assets held and used with a carrying amount of RMB65,476,299 were written down to their fair value of RMB 0, resulting in an impairment charge of RMB65,476,299, which was calculated based on Level 3 Inputs and included in earnings for the period.