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Judgment · jid 4145 · pdb #3901

In the Matter of JA Solar Holdings Co, Ltd - Ruling

FSD 0153/2018 (ASCJ) · 2019-07-18

Cayman Islands company carrying on business in the People's Republic of China - Privatization of the company - Shareholders dissenting from acquisition on basis that fair value not offered for their shares - Application by the company under Section 238 of the Companies Law for the Court's assessment of fair valuе Directions for trial of fair value issue - Review of decided cases - Grant of appropriate directions.

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In the Grand Court of the Cayman Islands — Financial Services Division
Cause No. FSD 0153/2018 (ASCJ)
In the Matter of JA Solar Holdings Co, Ltd - Ruling
Before
Smellie CJ
Judgment delivered 2019-07-18

IN THE GRAND COURT OF THE C

Prior to the Merger,

This is all further detailed in

Maso Capital Investments Limited
(a) if the company cannot reach agreement
Goldring P, Rix JA and
particular case. However, the various
as the basis by which the company itself
encourage the parties to cooperate in the
(v) whether the valuation experts can make

The parties have helpfully
(d) in Re Qunar Cayman
(g) in In Qihoo
is therefore essential to ensure that the Court
The present appears to be just another example

There is dispute in this
could well be relevant to the determination of
<

I accept that similar considerations
ask for it. For all the reasons
be helpful, by way of further example

For reasons similar to the
year period prior to the Valuation Date
Company, which they say misunderstands *
to inform their decision to dissent from the
Responses to requests from Valuation Experts –
Development Ltd.\(^{24}\
(b) sought to introduce a "two
their determination of fair value would, in
The process for responding to expert requests
(c) the Company has not confirmed the

A direction that experts may
<
<
<

Firstly, that neither the
<
on the assumption that the Company maintains its
MANAGEMENT MEETINGS 97

The Dissenters oppose
<
cases, have concluded that the Court does

The Valuation Reports
Issues) no later than 14
“Without prejudice” v open basis –
Recent case law on whether management meetings should
party wishes to suggest that the experts should
information to be referred to at all),
on or to follow up on. It
(iii) He also confirmed that "[
requests, there would be some difficulty in
before it is circulated or uploaded to the
and all valuation methodologies that they may consider
were in any event dismissed. The company
should not be valued as, going concerns

Moreover, I agree
the Dissenters’ shares. That
position is that any party should be represented

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