Amended Statement of Beneficial Ownership (sc 13d/a)
12 Oktober 2022 - 2:13PM
Edgar (US Regulatory)
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
1. |
Names of reporting persons
Xiande Li |
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)
PF; OO |
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 |
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)
IN |
|
|
|
|
| 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 |
|
|
|
|
| 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.
| |
| |
| |
Sole Power | |
| |
| |
Shared Power |
| |
| |
Percentage | |
to | |
Shared Power | |
Sole Power to | |
to |
| |
Number of Shares | |
of | |
Vote/Direct | |
to Vote/Direct | |
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
|
Xiande Li |
|
|
|
By: |
/s/ Xiande Li |
|
Name: Xiande Li |
|
|
|
BRILLIANT WIN HOLDINGS LIMITED |
|
|
|
By: |
/s/ Xiande Li |
|
Name: Xiande Li |
|
Title: Sole Director |
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