XML 53 R37.htm IDEA: XBRL DOCUMENT v3.8.0.1
SHARE BASED COMPENSATION
12 Months Ended
Dec. 31, 2017
SHARE BASED COMPENSATION [Abstract]  
SHARE BASED COMPENSATION
30.
SHARE BASED COMPENSATION
 
a)
JinkoSolar Holding
 
The Company adopted a long-term incentive plan (the "2009 Plan") in July 2009 which was subsequently amended and restated. The 2009 plan provided for the issuance of options of 9,325,122 ordinary shares. The options have a contractual life of 7 years except for certain options granted to an employee in August 2009 that can be exercised until October 1, 2013. 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. For 953,200 options granted to one employee in August 2009, the share options vested in a series of 36 months, on the last day of each month, commencing from October 1, 2008.
 
The Company adopted a new long-term incentive plan (the "2014 Plan") in August 2014. The 2014 Plan provides for the issuance of options of 12,796,745 ordinary shares. The options have a contractual life of 10 year. 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 10, 2014, under the 2014 Plan, the Company granted to certain officers options to purchase 9,940,000 ordinary shares of the Company at an exercise price of US$5.93 per share. The share options will vest in 5 successive equal annual installments on the last day of each year from October 10, 2014, provided that the personnel's service with the Company has not terminated prior to each such vesting date.
 
On August 13, 2013, the Company extended the expiration date of the stock options granted to an officer from October 1, 2013 to October 1, 2014. As a result of this modification, the Company recorded additional stock-based compensation expense of RMB 1,608,968 for the year ended December 31, 2013.
 
On August 18, 2014, the Company extended the expiration date of 873,200 stock options granted to an officer from October 1, 2014 to October 1, 2015. As a result of this modification, the Company recorded additional stock-based compensation expense of RMB35,513 for the year ended December 31, 2014.
 
On March 1, 2015, under the 2009 and 2014 Plan, the Company granted to certain officers options to purchase 320,000 ordinary shares of the Company at an exercise price of US$5.93 per share. The share options will vest in 5 successive equal annual installments on the last day of each year from March 1, 2015, provided that the personnel's service with the Company has not terminated prior to each such vesting date.
 
On April 13, 2015, under the 2014 Plan, the Company granted to certain officers options to purchase 160,000 ordinary shares of the Company at an exercise price of US$5.93 per share. The share options will vest in 5 successive equal annual installments on the last day of each year from April 13, 2015, provided that the personnel's service with the Company has not terminated prior to each such vesting date.
 
On August 20, 2015, the Company extended the expiration date of 1,352,840 stock options granted to an officer from October 1, 2015 to October 1, 2016. As a result of this modification, the Company recorded additional stock-based compensation expense of RMB180,553 for the year ended December 31, 2015.
 
On August 25, 2016, the Company extended the expiration date of 600,000 stock options granted to an officer from October 1, 2016 to September 30, 2017.On September 23, 2016, the Company extended the expiration date of 1,352,840 stock options granted to an officer from October 1, 2016 to October 31, 2017.As a result of this modification, the Company recorded additional share-based compensation expense of RMB1,410,137 for the year ended December 31, 2016.
 
On November 15, 2016, the Compensation Committee of the Company changed the exercise price of the total 9,472,000 outstanding options under the 2014 Plan from US$5.9275 per share to US$3.2875 per share, and recognized additional share-based compensation expense of RMB 19,545,720 associated with the price modification for the year ended December 31, 2016.
 
On November 16, 2016, under the 2014 Plan, the Company granted to certain officers to purchase 1,760,000 ordinary shares of the Company at an exercise price of US$3.2875 per share.
 
A summary of activities under the Company’s share-based compensation plan is as follows:
 
 
 
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, 2017
 
 
14,656,086
 
 
3.11
 
 
 
 
 
 
 
Granted
 
 
-
 
 
-
 
 
 
 
 
 
 
Exercise
 
 
(5,412,808)
 
 
2.87
 
 
 
 
 
 
 
Forfeited
 
 
(152,742)
 
 
3.33
 
 
 
 
 
 
 
Balance as of December 31, 2017
 
 
9,090,536
 
 
3.25
 
 
6.56
 
 
163,923,839
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Vested and expected to vest as of December31,2017
 
 
7,174,515
 
 
3.24
 
 
6.33
 
 
129,937,456
 
Vested and exercisable as of December 31, 2017
 
 
4,287,278
 
 
3.20
 
 
5.85
 
 
78,876,718
 
 
The aggregate intrinsic value is calculated as the difference between the market price of ordinary shares, US$6.01 (RMB39.12) per share as of December 31, 2017 and the exercise prices of the options.
 
Total intrinsic value of options exercised during the year ended December 31, 2015, 2016 and 2017 were RMB152,515,116, RMB81,059,329 and RMB110,973,732 respectively. The weighted average grant date fair value of options granted during the years ended December 31, 2016 and 2017 was RMB17.48 and nil per share, respectively.
 
A summary of non-vested shares activity under the share-based compensation plan is as follows:
 
 
 
Number of option
outstanding
 
Weighted-average fair
value on grant date (RMB/Share)
 
 
 
 
 
 
 
 
 
Non-vested at January 1, 2017
 
 
7,388,000
 
 
28.75
 
Granted
 
 
-
 
 
-
 
Vested
 
 
(2,436,000)
 
 
28.78
 
Forfeited
 
 
(148,742)
 
 
31.65
 
Non-vested at December 31, 2017
 
 
4,803,258
 
 
28.64
 
 
 
 
 
 
 
 
 
Expected to vest as of December 31, 2017
 
 
2,887,237
 
 
29.57
 
 
The total fair value of shares vested for the years ended December 31, 2015, 2016 and 2017 were RMB67,627,740, RMB67,773,486 and RMB70,106,939, respectively.
 
The share-based compensation expense of continuing operations for the year ended December 31, 2015, 2016 and 2017 was recorded in the respective items:
 
 
 
As of December 31,
 
 
 
2015
 
2016
 
2017
 
 
 
RMB
 
RMB
 
RMB
 
Costs of revenues
 
 
118,301
 
 
333,338
 
 
2,219,311
 
Selling expenses
 
 
23,625,827
 
 
15,980,509
 
 
12,722,162
 
General and administrative expenses
 
 
81,024,667
 
 
67,152,462
 
 
46,017,821
 
Research and development expenses
 
 
7,945,590
 
 
6,101,390
 
 
3,908,608
 
Total
 
 
112,714,385
 
 
89,567,699
 
 
64,867,902
 
 
As of December 31, 2017, the company had 9,090,536 options outstanding. Total share-based compensation cost, determined based on the fair value of the options on the grant dates as well as on the repricing date, if any, applying an estimated forfeiture rate of 10%, amounted to approximately RMB379,183,173 of which the amounts of RMB112,714,385, RMB89,567,699 and RMB64,867,902 was recognized for the year ended December 31, 2015, 2016 and 2017, respectively.
 
As of December 31, 2017, the Company had unrecognized share-based compensation expense RMB42,811,699 related to non-vested share options. That deferred cost is expected to be recognized over a weighted-average period of 2.3 years. For the year ended December 31, 2017, total cash received from the exercise of share options was RMB 69,929,453.
 
The fair value of options grant and modification during the year ended December 31, 2015 and 2016 is estimated on the date of grant using Black-Scholes model with the following assumptions: 
 
 
 
2015
 
2016
 
 
 
 
 
 
 
 
 
Expected volatility
 
 
83.49% - 91.68
%
 
77.72% - 79.56
%
Expected dividend yield
 
 
0
%
 
0
%
Expected terms
 
 
6.5
 
 
5.3 - 6.5
 
Risk-free interest rate
 
 
1.50% - 1.74
%
 
1.74% - 1.94
%
Fair value per option at grant date (RMB)
 
 
25.62 – 35.31
 
 
16.94 - 17.93
 
 
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 chooses to use the historical volatility for a period equal to the expected term preceding the grant date.
 
b)
JinkoSolar Power
 
In October 2014, JinkoSolar Power adopted its 2014 Equity Incentive Plan (the “JinkoSolar Power 2014 Plan”), which permits the grant of stock options, restricted shares and restricted share units of JinkoSolar Power to its employees, directors and consultants of the JinkoSolar Power. Under the plan, a total of 12,766 ordinary shares (12,766,000 shares post the thousand-for-one share split by JinkoSolar Power in April 2015) of JinkoSolar Power were initially reserved for issuance.
 
On May 4, 2015, JinkoSolar Power granted 8,680,880 share options to its directors, officers and employees, under JinkoSolar Power 2014 Plan to purchase ordinary shares of JinkoSolar Power. The exercise price of the share option is US$3.9166 per share and the term is 10 years from the date of grant. Subject to the individuals’ continued employment with JinkoSolar Power, and only upon the completion of an IPO of JinkoSolar Power, the option shall vest and become exercisable with respect to the vesting schedule as following.
 
- 7,021,300 share options granted to directors and employees will vest and exercisable in 5 successive equal annual installments on the last day of each year from grant date.
 
- 1,659,580 share options granted to an officer will vest by 40% on the grant date, and 30% on each of the second and third anniversaries of the grant date. In addition, if the officer’s employment with JinkoSolar Power is terminated as a result of certain defined events or situations, any then unvested share options for this officer will immediately become fully vested.
 
The share options have a contractual term of 10 years from the date of grant. The share options shall not become exercisable until JinkoSolar Power’s IPO has occurred prior to the expiry of the contractual option term. The exercise of these options will create non-controlling interest at the parent level. Given the exercise restriction, the recognition of share-based compensation expense is delayed.
 
The grant date fair value of each option is calculated using a binomial option pricing model by the Company. The fair value of each option grant was estimated on the date of grant with the following assumptions: 
 
 
2015
 
 
 
 
 
 
Expected volatility
 
 
53.56
%
Expected dividend yield
 
 
0
%
Option term
 
 
10 years
 
Risk-free interest rate
 
 
2.36
%
Expected forfeiture rate (post-vesting)
 
 
0% or 10
%
Fair value per option at grant date (USD)
 
 
1.88-2.01
 
 
The Company’s disposition of the downstream solar projects business triggered immediate vesting of the share options pursuant to the terms of the share option agreements. The Company fully recognized share based compensation expense amounted to RMB113,701,932 in the discontinued operations in the year ended December 31, 2016. At the same time, the JinkoSolar Power signed the agreements with its relevant employees to cancel and terminate the Share Options granted irrevocably and unconditionally with no consideration.