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FAIR VALUE MEASUREMENTS
6 Months Ended
Jun. 30, 2017
FAIR VALUE MEASUREMENTS [Abstract]  
FAIR VALUE MEASUREMENTS
31.
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. Fair value of cash equivalents, restricted cash and restricted short-term investment are categorized as level 1 under the fair value hierarchy, as they based on quoted prices in active markets. Short-term borrowings and long-term borrowing are categorized as level 2 under the fair value hierarchy, as they based on quoted prices in less active markets.
 
Fair value change in forward contracts and call spread
 
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 forward contracts 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 USD20 million, and GBP1 million as of June 30, 2017. These foreign exchange forward contracts mature within 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.
 
The Group classified the cash flows related to realized gain or loss on settlement of foreign exchange forward contracts as operating activities, which are based on the nature of the cash flows the derivative is economically hedging.
 
The Company purchased foreign exchange call spread combined option contracts with a total notional value of US$70 million during the year ended December 31, 2015. These foreign exchange call spread mature within 12 months. The Company adopted the Black-Scholes Option Pricing (“B-S”) Model to value the Currency Option Contracts. The B-S Model is widely used and accepted as a common valuation practice in valuing such currency option. The significant inputs used in the aforementioned model are unobservable inputs which there are little or no market data and therefore the fair value measurements are classified as level 3. The Company's foreign currency call spread is an over-the-counter instrument.
 
The call spread option is asset derivatives which need to be fair valued on day one and marked to market subsequently at each reporting period end. The fair value gain or loss arising from the re-measurement is recognized in the consolidated statements of operations and comprehensive income.
 
The call spread option matured in the fourth quarter of 2016 and the Company recognized the gain of RMB3.1 million for the six months ended June 30, 2016.
 
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. Inputs related to the Binomial models for convertible debt fair value are: spot price, conversion price, time to maturity, expected dividend yield, expected share volatility, risk free interest rate, yield-to-maturity and put option exercisable period, of which spot price and expected share volatility are most significant to valuation determination of convertible debt.
 
Available-for-sale investment
 
On a recurring basis, the Company measures available-for-sale investment at fair value. Since the available-for-sale investment does not have quoted price in active markets, the Company has adopted Binomial Tree option pricing model to assess their fair value. Management is responsible for determining the fair value and assessing a number of factors. The valuation involves complex and subjective judgements as well as the Company's best estimates on the valuation date.
 
Inputs related to the Binomial Tree option pricing model for the valuation of the fair value of available-for-sale investment are: spot price, conversion price, time to maturity, expected dividend yield, expected share volatility, risk free interest rate, and yield-to-maturity, of which spot price is most significant to valuation determination.
 
Warrants
 
The Company adopted Binominal Tree option pricing model to assess the warrants’ fair value. Management is responsible for determining the fair value and assessing a number of factors. The valuation involves complex and subjective judgments as well as the Company’s best estimates on the valuation date. Key inputs related to the Binomial Tree option pricing model for the valuation of the fair value of warrants are: probabilities assigned among IPO and non-IPO scenarios, time to maturity, volatility, dividend yield, as well as risk-free rate, of which probabilities assigned among IPO and non-IPO scenarios, volatility, and risk-free rate are most significant to valuation determination of the warrants.
 
Rate Cap Derivative
 
The Company’s exposure to the risk of changes in market interest rates primarily relates to its bank borrowings. To finance its overseas power station business operation and expansion, the Company’s operating subsidiaries located in Mexico will obtain long-term bank borrowings from local bank, which carries variable interest rates. With an aim to reduce its interest rate exposure, the Company entered into one long-term interest rate cap contract in 2016 October to fix the interest rate as a fixed rate payer. The rate cap is a derivative which needs to be fair valued at each reporting period end. The fair value gain or loss arising from the remeasurement is recognized in the consolidated statements of operations and comprehensive income. As of December 31, 2016 and June 30 2017, the fair value of the rate cap was RMB10,364,075 and 26,381,687, which was recorded as a derivative liability. The fair value change was a loss of RMB 16,017,612 for the six months ended June 30, 2017.
 
Recurring change in fair value
 
As of December 31, 2016 and June 30, 2017, information about the hierarchy of the fair value measurements for the Company's assets and liabilities that are measured at fair value on a recurring basis subsequent to their initial recognition is as follows:
  
 
 
Fair Value Measurements at Reporting Date Using
 
Description
 
Balance as of
December 31,
2016
 
Quote prices in
active market
for identical
assets (Level 1)
 
Significant other
observable
inputs (Level 2)
 
Significant
unobservable
inputs (Level 3)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
Guarantee receivables
 
 
235,728,241
 
 
-
 
 
-
 
 
235,728,241
 
Foreign exchange forward contracts
 
 
640,876
 
 
-
 
 
640,876
 
 
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
Guarantee liabilities
 
 
226,086,556
 
 
-
 
 
-
 
 
226,086,556
 
Convertible senior notes
 
 
423,739,708
 
 
-
 
 
-
 
 
423,739,708
 
Rate cap derivative
 
 
10,364,075
 
 
-
 
 
-
 
 
10,364,075
 
 
 
 
Fair Value Measurements at Reporting Date Using
 
Description
 
Balance as of
June 30,
2017
 
Quote prices in
active market
for identical
assets (Level 1)
 
Significant other
observable
inputs (Level 2)
 
Significant
unobservable
inputs (Level 3)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
Guarantee receivables
 
 
219,964,434
 
 
-
 
 
-
 
 
219,964,434
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
Convertible senior notes
 
 
67,744
 
 
-
 
 
-
 
 
67,744
 
Foreign exchange forward contracts
 
 
3,115,811
 
 
-
 
 
3,115,811
 
 
-
 
Rate cap derivative
 
 
26,381,687
 
 
-
 
 
-
 
 
26,381,687
 
 
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 six months ended June 30, 2016 and 2017 were as follows:
 
 
 
For the six months ended June 30
 
 
 
2016
 
2017
 
 
 
RMB
 
RMB
 
Balance at January 1,
 
 
1,506,981,361
 
 
423,739,708
 
Issuance of convertible senior notes
 
 
-
 
 
-
 
Foreign exchange loss/(gain)
 
 
18,141,799
 
 
(842,669)
 
Change in fair value of convertible senior notes
 
 
61,620,513
 
 
-
 
Repurchase of convertible senior notes
 
 
(746,775,033)
 
 
(422,829,295)
 
Balance at June 30,
 
 
839,968,640
 
 
67,744
 
 
A summary of changes in Level 3 fair value of capped call options for the six months ended June 30, 2016 and 2017 were as follows:
 
 
 
For the six months ended June 30
 
 
 
2016
 
2017
 
 
 
RMB
 
RMB
 
Balance at January 1,
 
 
17,490,323
 
 
-
 
Foreign exchange loss
 
 
736,212
 
 
-
 
Change in fair value of capped call options
 
 
(18,226,535)
 
 
-
 
Balance at June 30,
 
 
-
 
 
-
 
 
The capped call options were expired upon the full repurchase of 2016 Notes in 2016 (note 25).
 
A summary of changes in Level 3 fair value of call spread options for the six months ended June 30, 2016 and 2017 was as follows:
 
 
 
For the six months ended June 30
 
 
 
2016
 
2017
 
 
 
RMB
 
RMB
 
Balance at January 1,
 
 
7,277,406
 
 
-
 
Purchase of call spread option
 
 
4,761,603
 
 
-
 
Change in fair value of call spread
 
 
3,076,214
 
 
-
 
Exercise of call spread options
 
 
(5,132,923)
 
 
-
 
Balance at June 30,
 
 
9,982,300
 
 
-
 
 
A summary of changes in Level 3 fair value of warrant liability for the six months ended June 30, 2016 and 2017 were as follows:
 
 
 
For the six months ended June 30
 
 
 
2016
 
2017
 
 
 
RMB
 
RMB
 
Balance at January 1,
 
 
68,377,608
 
 
-
 
Exchange loss on warrant liability
 
 
1,465,872
 
 
-
 
Change in fair value of warrant liability
 
 
1,110,360
 
 
-
 
Balance at June 30,
 
 
70,953,840
 
 
-
 
 
A summary of changes in Level 3 fair value of rate cap derivative for the six months ended June 30, 2016 and 2017 were as follows:
 
 
 
For the six months ended June 30
 
 
 
2016
 
2017
 
 
 
RMB
 
RMB
 
Balance at January 1,
 
 
-
 
 
10,364,075
 
Change in fair value of rate cap derivative
 
 
-
 
 
16,017,612
 
Balance at June 30,
 
 
-
 
 
26,381,687
 
 
Change in fair value of derivatives
 
The Change in fair value of derivatives recognized in earnings was as follows:
 
 
 
Type of Derivatives
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the Six months
ended June 30
 
Foreign exchange forward
contracts
 
Call
options
 
Rate cap
derivative
 
Call
spread
options
 
Warrant
liability
 
Total
 
 
 
Realized
 
Unrealized
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In RMB)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2016
 
 
(1,993,012)
 
 
(43,912,545)
 
 
(18,226,535)
 
 
 
 
 
3,076,214
 
 
(1,110,360)
 
 
(62,166,238)
 
2017
 
 
(119,547)
 
 
(3,115,811)
 
 
-
 
 
(16,017,612)
 
 
 
 
 
 
 
 
(19,252,970)