UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
JinkoSolar Holding Co., Ltd.
(Name of Issuer)
Ordinary Shares, Par Value US$0.00002 Per Share (“Ordinary
Shares”)
(Title of Class of Securities)
47759T100 (1)
(CUSIP Number)
Xiande Li
1 Jingke Road, Shangrao
Economic Development Zone
Jiangxi Province, 334100
People’s Republic of China
Telephone: (86-793) 846-9699
With a copy to:
Shuang Zhao, Esq.
Cleary Gottlieb Steen & Hamilton LLP
c/o 37th Floor, Hysan Place
500 Hennessy Road
Causeway Bay, Hong Kong
Telephone: +852 2532 3783
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October 1, 2022
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of
this Schedule 13D, and is filing this schedule because of §§
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ¨
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out
for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures
provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of
the Securities Exchange Act of 1934 (“Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
(1) This CUSIP number applies to the Issuer’s American Depositary
Shares (“ADSs”), each representing four Ordinary Shares.
CUSIP No: 47759T100
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1. |
Names of reporting persons
Xiande Li
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|
2. |
Check the appropriate box if a member of a group (see
instructions)
(a) ¨ (b) x
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3. |
SEC use only |
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4. |
Source of funds (see instructions)
PF; OO
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5. |
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
|
6. |
Citizenship or place of organization
People’s Republic of China
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Number of
shares
beneficially
owned by
each
reporting
person with |
7. |
Sole voting power
28,506,5441
|
|
8. |
Shared voting power
0
|
|
9. |
Sole dispositive power
28,506,5441
|
|
10. |
Shared dispositive power
0
|
|
11. |
Aggregate amount beneficially owned by each reporting
person
28,506,544
|
|
12. |
Check if the aggregate amount in
Row (11) excludes certain shares (see instructions)
¨ |
|
13. |
Percent of class represented by amount in Row (11)
14.2%2
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|
14. |
Type of reporting person (see instructions)
IN
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| |
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1 |
These securities
include (i) 20,439,524 Ordinary Shares in the form of ADSs directly
held by Brilliant Win Holdings Limited (“Brilliant Win”).
Brilliant Win is wholly owned by Cypress Hope Limited, a British
Virgin Islands company wholly owned by Xiande Li. Xiande Li is the
sole director of Brilliant Win and as such has the power to vote
and dispose of the ordinary shares held by Brilliant Win.
Therefore, Xiande Li is the beneficial owner of all the Ordinary
Shares held by Brilliant Win; (ii) 7,782,584 Ordinary Shares in the
form of ADSs purchased by Brilliant Win in the open market; and
(iii) an aggregate of 284,436 restricted shares of the Issuer that
were granted to Brilliant Win under the 2014 Equity Incentive Plan,
2021 Equity Incentive Plan and 2022 Equity Incentive Plan (as
defined below) and were subsequently vested on October 1,
2022. |
|
2 |
Based on 200,494,033 Ordinary Shares
outstanding as of July 1, 2022. |
CUSIP No: 47759T100
|
1. |
Names of reporting persons
Brilliant Win Holdings Limited
|
|
2. |
Check the appropriate box if a member of a group (see
instructions)
(a) ¨ (b) x
|
|
3. |
SEC use only |
|
4. |
Source of funds (see instructions)
Not Applicable
|
|
5. |
Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e) ¨ |
|
6. |
Citizenship or place of organization
British Virgin Islands
|
Number of
shares
beneficially
owned by
each
reporting
person with |
7. |
Sole voting power
28,506,5441
|
|
8. |
Shared voting power
0
|
|
9. |
Sole dispositive power
28,506,5441
|
|
10. |
Shared dispositive power
0
|
|
11. |
Aggregate amount beneficially owned by each reporting
person
28,506,544
|
|
12. |
Check if the aggregate amount in
Row (11) excludes certain shares (see instructions)
¨ |
|
13. |
Percent of class represented by amount in Row (11)
14.2%2
|
|
14. |
Type of reporting person (see instructions)
CO
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| |
|
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|
|
1. |
These securities include (i)
20,439,524 Ordinary Shares in the form of ADSs directly held by
Brilliant Win; (ii) 7,782,584 Ordinary Shares in the form of ADSs
purchased by Brilliant Win in the open market; and (iii) an
aggregate of 284,436 restricted shares of the Issuer that were
granted to Brilliant Win under 2014 Equity Incentive Plan, 2021
Equity Incentive Plan and 2022 Equity Incentive Plan (as defined
below) and were subsequently vested on October 1, 2022. |
|
2. |
Based upon 200,494,033 Ordinary Shares
outstanding as of July 1, 2022. |
This Amendment No. 4 to Schedule 13D amends and supplements the
statement on Schedule 13D originally filed with the Securities and
Exchange Commission (the “SEC”) on January 31, 2019 (the
“Original Schedule 13D”), as amended by Amendment No.1 to
Schedule 13D on February 18, 2020, Amendment No.2 to Schedule 13D
on December 14, 2020 and Amendment No.3 to Schedule 13D on July 22,
2022 (together with the Original Schedule 13D, the “Schedule
13D”), relating to the ordinary shares, par value US$0.00002
per share (“Ordinary Shares”), of JinkoSolar Holding Co.,
Ltd. (the “Issuer”) filed jointly by Xiande Li and Brilliant
Win (collectively, the “Reporting Persons”)and Tanka
International Limited. Except as amended and supplemented herein,
the information set forth in the Schedule 13D remains unchanged.
Capitalized terms used herein without definition have meanings
assigned thereto in the Schedule 13D.
|
ITEM
1. |
SECURITY AND
ISSUER |
No modification.
|
ITEM 2. |
IDENTITY AND BACKGROUND |
No modification.
|
ITEM 3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
Item 3 of the Schedule 13D is hereby amended and supplemented to
include the following information:
Between
September 2, 2022 and September 30, 2022, Brilliant Win purchased
an aggregate of 7,782,584 Ordinary Shares in the form of
ADSs through a series of open market purchases, with Brilliant
Win’s personal funds.
On October
1, 2022, Brilliant Win received an aggregate of 284,436
Ordinary Shares in connection with the vesting of 284,436
restricted shares that were granted under the 2014 Equity Incentive
Plan, 2021 Equity Incentive Plan and 2022 Equity Incentive Plan (as
defined below).
|
ITEM 4. |
PURPOSE OF TRANSACTION |
Item 4 of the Report is hereby amended and supplemented to
incorporate by reference the disclosure made under Item 3 and Item
6.
|
ITEM 5. |
INTEREST IN SECURITIES OF THE ISSUER |
Item 5 of the Schedule 13D is hereby amended and restated as
follows:
(a)
Each of the Reporting Persons’ current ownership in the securities
of the Issuer is set forth on the cover pages to this Statement on
Schedule 13D and is incorporated by reference herein. The ownership
percentage appearing on such pages has been calculated based on
200,494,033 Ordinary Shares outstanding as of July 1, 2022. The
Reporting Persons disclaim membership in any “group” with any
person other than the Reporting Persons.
(b)
The following table sets forth the beneficial ownership of the
class of securities reported on for each of the Reporting
Persons.
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Sole Power |
|
|
|
|
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Shared Power |
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|
|
|
|
Percentage |
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to |
|
Shared Power |
|
Sole Power to |
|
to |
|
|
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Number of Shares |
|
of |
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Vote/Direct |
|
to Vote/Direct |
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Dispose/Direct |
|
Dispose/Direct |
|
Reporting Person |
|
Beneficially Owned |
|
Securities |
|
Vote |
|
Vote |
|
Disposition |
|
Disposition |
|
Xiande Li |
|
28,506,544 |
|
14.2% |
|
28,506,544 |
|
0 |
|
28,506,544 |
|
0 |
|
Brilliant Win |
|
28,506,544 |
|
14.2% |
|
28,506,544 |
|
0 |
|
28,506,544 |
|
0 |
(c) Other
than as described in Items 3 and 4 above, there have been no
transactions in the class of securities reported on that were
effected during the past sixty days by any of the Reporting
Persons.
(d) Not
applicable.
(e) Not
applicable.
|
ITEM 6. |
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER |
2014 Equity Incentive Plan
The Issuer adopted the 2014 Equity Incentive Plan in August 2014
(the “2014 Equity Incentive Plan”). The 2014 Equity
Incentive Plan provides for the grant of options, restricted shares
and other share-based awards, referred to as “Awards,” to the
Issuer’s directors, key employees or consultants up to 12,796,745
of the Ordinary Shares. The purpose of the 2014 Equity Incentive
Plan is to aid the Issuer in recruiting and retaining key
employees, directors or consultants of outstanding ability and to
motivate such employees, directors or consultants to exert their
best efforts on behalf of the Issuer by providing incentives
through the granting of awards. The Issuer’s board of directors
expects that the Issuer will benefit from the added interest which
such key employees, directors or consultants will have in the
Issuer’s welfare as a result of their proprietary interest in the
Issuer’s success. The 2014 Equity Incentive Plan is filed as
Exhibit 1 hereto.
2021 Equity Incentive Plan
The Issuer adopted the 2021 Equity Incentive Plan in March 2021
(the “2021 Equity Incentive Plan”). The 2021 Equity
Incentive Plan provides for the grant of options, restricted shares
and other share-based awards, referred to as “Awards,” to the
Issuer’s directors, key employees or consultants up to 2,600,000 of
the Ordinary Shares. The purpose of the 2021 Equity Incentive Plan
is to aid the Issuer in recruiting and retaining key employees,
directors or consultants of outstanding ability and to motivate
such employees, directors or consultants to exert their best
efforts on behalf of the Issuer by providing incentives through the
granting of awards. The Issuer’s board of directors expects that
the Issuer will benefit from the added interest which such key
employees, directors or consultants will have in the Issuer’s
welfare as a result of their proprietary interest in the Issuer’s
success. The 2021 Equity Incentive Plan is filed as Exhibit 2
hereto.
2022 Equity Incentive Plan
The Issuer
adopted the 2022 Equity Incentive Plan in March 2022 (the “2022
Equity Incentive Plan”). The 2022 Equity Incentive Plan
provides for the grant of options, restricted shares and other
share-based awards, referred to as “Awards,” to the Issuer’s
directors, key employees or consultants up to 12,000,000 of the
Ordinary Shares. The purpose of the 2022 Equity Incentive Plan is
to aid the Issuer in recruiting and retaining directors,
consultants or key employees of outstanding ability and to motivate
such directors, consultants or key employees to exert their best
efforts on behalf of the Issuer by providing incentives through the
granting of Awards in recognition of their past and future
services. The Issuer’s board of directors expects that the Issuer
will benefit from the added interest which such key
employees, directors or consultants will have in the Issuer’s
welfare as a result of their proprietary interest in the Issuer’s
success. The 2022 Equity Incentive Plan is filed as Exhibit 3
hereto.
|
ITEM 7. |
MATERIAL TO BE FILED AS EXHIBITS |
Item 7 of the 13D is hereby amended and supplemented as
follows:
EXHIBIT INDEX
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Statement
is true, complete and correct.
Dated: October 12, 2022
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Xiande
Li |
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| |
By: |
/s/
Xiande Li |
| |
Name:
Xiande Li |
| |
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| |
BRILLIANT
WIN HOLDINGS LIMITED |
| |
|
| |
By: |
/s/
Xiande Li |
| |
Name:
Xiande Li |
| |
Title: Sole
Director |
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