UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
December 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
31,203,9921
|
|
8. |
Shared
voting power
0 |
|
9. |
Sole dispositive power
31,203,9921
|
|
10. |
Shared
dispositive power
0 |
|
11. |
|
Aggregate
amount beneficially owned by each reporting person
31,203,992 |
|
12. |
|
Check
if the aggregate amount in Row (11) excludes certain shares (see
instructions) ¨ |
|
13. |
|
Percent
of class represented by amount in Row (11)
15.6%2 |
|
14. |
|
Type
of reporting person (see instructions)
IN |
| |
|
|
|
|
|
1 |
These securities include (i) 28,506,544 Ordinary Shares
(including certain Ordinary Shares in the form of ADSs and
restricted 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) 2,404,012
Ordinary Shares in the form of ADSs purchased by Brilliant Win in
the open market between November 4, 2022 and December 1,
2022; and (iii) an aggregate of 293,436 Ordinary Shares in the
form of ADSs upon the vesting of 73,359 restricted shares of the
Issuer on January 1, 2023, which were granted to Brilliant Win
under the 2014 Equity Incentive Plan, 2021 Equity Incentive Plan
and 2022 Equity Incentive Plan (as defined below). |
|
2 |
Based on 200,494,033 Ordinary
Shares outstanding as of September 30, 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
31,203,9921
|
|
8. |
Shared
voting power
0 |
|
9. |
Sole dispositive power
31,203,9921
|
|
10. |
Shared
dispositive power
0 |
|
11. |
|
Aggregate
amount beneficially owned by each reporting person
31,203,992 |
|
12. |
|
Check
if the aggregate amount in Row (11) excludes certain shares (see
instructions) ¨ |
|
13. |
|
Percent
of class represented by amount in Row (11)
15.6%2 |
|
14. |
|
Type
of reporting person (see instructions)
CO |
| |
|
|
|
|
| 1. |
These
securities include (i) 28,506,544 Ordinary Shares (including
certain Ordinary Shares in the form of ADSs and restricted ADSs)
directly held by Brilliant Win; (ii) 2,404,012 Ordinary Shares
in the form of ADSs purchased by Brilliant Win in the open
market between November 4, 2022 and December 1,
2022; and (iii) an aggregate of 293,436 Ordinary Shares in the
form of ADSs upon the vesting of 73,359 restricted shares of the
Issuer on January 1, 2023, which were granted to Brilliant Win
under the 2014 Equity Incentive Plan, 2021 Equity Incentive Plan
and 2022 Equity Incentive Plan (as defined below). |
| 2. |
Based upon 200,494,033 Ordinary Shares outstanding as of
September 30, 2022. |
This Amendment No. 5 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 29, 2020, Amendment No.3 to Schedule
13D on July 22, 2022, and Amendment No.4 to Schedule 13D on
October 12, 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
November 4, 2022 and December 1, 2022, Brilliant Win
purchased an aggregate of 2,404,012 Ordinary Shares in the
form of ADSs through a series of open market purchases, with
Brilliant Win’s personal funds.
On January 1, 2023, Brilliant Win will receive an aggregate of
293,436 Ordinary Shares in connection with the vesting of 73,359
restricted shares of the Issuer 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 September 30,
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 |
|
|
31,203,992 |
|
|
|
15.6 |
% |
|
|
31,203,992 |
|
|
|
0 |
|
|
|
31,203,992 |
|
|
|
0 |
|
|
Brilliant Win |
|
|
31,203,992 |
|
|
|
15.6 |
% |
|
|
31,203,992 |
|
|
|
0 |
|
|
|
31,203,992 |
|
|
|
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: December 9, 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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