UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.
)*
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)
Kangping Chen
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 20, 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. |
|
Name
of reporting person
Kangping Chen |
|
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
28,031,9051
|
|
8. |
Shared
voting power
0 |
|
9. |
Sole dispositive power
28,031,9051
|
|
10. |
Shared
dispositive power
0 |
|
11. |
|
Aggregate
amount beneficially owned by each reporting person
28,031,905 |
|
12. |
|
Check
if the aggregate amount in Row (11) excludes certain shares (see
instructions) ¨ |
|
13. |
|
Percent
of class represented by amount in Row (11)
13.98%2 |
|
14. |
|
Type
of reporting person (see instructions)
IN |
|
|
|
|
|
|
|
|
1 |
These
securities include (i) 12,013,701 Ordinary Shares (including
certain Ordinary Shares in the form of ADSs, restricted ADSs and
restricted shares of the Issuer (“Restricted Shares”))
directly held by Yale Pride Limited (“Yale Pride”). Yale
Pride is a British Virgin Islands company wholly owned by Charming
Grade Limited, which is in turn wholly owned by Mr. Kangping Chen.
Kangping Chen is the sole director of Yale Pride and as such has
the power to vote and dispose of the Ordinary Shares held by Yale
Pride. Therefore, Kangping Chen is the beneficial owner of all
Ordinary Shares held by Yale Pride; (ii) an aggregate of 3,007,112
Ordinary Shares in connection with the vesting of 3,007,112
Restricted Shares that were granted to Yale Pride under the 2014
Equity Incentive Plan, 2021 Equity Incentive Plan and 2022 Equity
Incentive Plan (as defined below); (iii) an aggregate of 12,800,000
Ordinary Shares in the form of ADSs purchased by Zhuoling
International Limited (“Zhuoling International”) in the open
market between December 13, 2022 and December 20, 2022. Zhuoling
International is a British Virgin Islands company wholly owned by
Shangrao Zhuoling No. 2 Enterprise Development Center (Limited
Partnership), 99.99% and 0.01% equity interest of which is in turn
owned by Kangping Chen and his wife, respectively. Kangping Chen is
the sole director of Zhuoling International and as such has the
power to vote and dispose of the Ordinary Shares held by Zhuoling
International. Therefore, Kangping Chen is the beneficial owner of
all Ordinary Shares held by Zhuoling International; and (iv) an
aggregate of 211,092 Ordinary Shares upon the vesting of 211,092
Restricted Shares on January 1, 2023, which were granted to Yale
Pride 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. |
|
Name
of reporting person
Zhuoling International 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
12,800,0001
|
|
8. |
Shared
voting power
0 |
|
9. |
Sole dispositive power
12,800,0001
|
|
10. |
Shared
dispositive power
0 |
|
11. |
|
Aggregate
amount beneficially owned by each reporting person
12,800,000 |
|
12. |
|
Check
if the aggregate amount in Row (11) excludes certain shares (see
instructions) ¨ |
|
13. |
|
Percent
of class represented by amount in Row (11)
6.38%2 |
|
14. |
|
Type
of reporting person (see instructions)
CO |
| |
|
|
|
|
|
1. |
These securities represent an aggregate of 12,800,000 Ordinary
Shares in the form of ADSs purchased by Zhuoling International in
the open market between December 13, 2022 and December 20, 2022.
Zhuoling International is a British Virgin Islands company wholly
owned by Shangrao Zhuoling No. 2 Enterprise Development Center
(Limited Partnership), 99.99% and 0.01% equity interest of which is
in turn owned by Kangping Chen and his wife, respectively. Kangping
Chen is the sole director of Zhuoling International and as such has
the power to vote and dispose of the Ordinary Shares held by
Zhuoling International. Therefore, Kangping Chen is the beneficial
owner of all Ordinary Shares held by Zhuoling International. |
|
2. |
Based upon 200,494,033 Ordinary Shares outstanding as of
September 30, 2022. |
|
ITEM
1. |
SECURITY
AND ISSUER |
This Statement on Schedule 13D relates to the Ordinary Shares, par
value US$0.00002 per share, of JinkoSolar Holding Co., Ltd. (the
“Issuer”). The principal executive office of the Issuer is
located at 1 Jingke Road, Shangrao Economic Development Zone,
Jiangxi Province, 334100, People’s Republic of China.
| ITEM 2. |
IDENTITY AND BACKGROUND |
(a) This Statement on Schedule 13D is filed jointly by the
following persons (collectively, the “Reporting Persons”):
(i) Kangping Chen, and (ii) Zhuoling International. The name,
business address, present principal occupation or employment or
principal business and citizenship or place of organization of the
sole director of Zhuoling International are set forth in Schedule A
hereto and are incorporated herein by reference. Zhuoling
International does not have any executive officers.
(b) Residence or Business Address:
For Kangping Chen:
1 Jingke Road, Shangrao
Economic Development Zone
Jiangxi Province, 334100
People’s Republic of China
For Zhuoling International:
OMC Chambers
Wickhams Cay 1
Road Town, Tortola
British Virgin Islands
(c) Kangping Chen is a director of the Issuer. The principal
business of Zhuoling International is investment holding.
(d) Neither any of the Reporting Persons has, during the last five
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Neither any of the Reporting Persons has, during the last five
years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) The citizenship of Kangping Chen is People’s Republic of China.
The place of organization of Zhuoling International is the British
Virgin Islands.
| ITEM 3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
Between December 13, 2022 and December 20, 2022, Zhuoling
International purchased an aggregate of 12,800,000 Ordinary Shares
in the form of ADSs through a series of open market purchases, with
Zhuoling International’s personal funds, which were acquired for
investment purposes.
Between February 14, 2022 and December 23, 2022, Yale Pride
received an aggregate of 3,007,112 Ordinary Shares in connection
with the vesting of 3,007,112 Restricted Shares that were granted
under the 2014 Equity Incentive Plan, 2021 Equity Incentive Plan
and 2022 Equity Incentive Plan (as defined below).
On January 1, 2023, Yale Pride will receive an aggregate of 211,092
Ordinary Shares in connection with the vesting of 211,092
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 Schedule 13D is hereby incorporated by reference the
disclosure made under Item 3 and Item 6.
Although none of the Reporting Persons has any present intention to
acquire additional securities of the Issuer, they intend to review
their respective investment on a regular basis and, as a result
thereof, may at any time or from time to time determine, either
alone or as part of a group, (i) to acquire additional securities
of the Issuer, through open market purchases, privately negotiated
transactions or otherwise, (ii) to dispose of all or a portion of
the securities of the Issuer owned by them in the open market, in
privately negotiated transactions or otherwise or (iii) to take any
other available course of action, which could involve one or more
of the types of transactions or have one or more of the results
specified in clauses (a) through (j) of Item 4 of Schedule 13D
under the Act, as amended. Any such acquisition or disposition or
other transaction would be made in compliance with all applicable
laws and regulations. Notwithstanding anything contained herein,
the Reporting Persons specifically reserves the right to change its
intention with respect to any or all of such matters. In reaching
any decision as to their respective course of action (as well as to
the specific elements thereof), each Reporting Person currently
expects that he or she or it would take into consideration a
variety of factors, including, but not limited to, the following:
the Issuer’s business and prospects; other developments concerning
the Issuer and its businesses generally; other business
opportunities available to such Reporting Person; changes in law
and government regulations; general economic conditions; and
liquidity and stock market conditions, including the market price
of the securities of the Issuer.
Except as set forth in this Item 4, the Reporting Person has no
present plans or proposals that relate to, or that would result in,
any of the actions specified in clauses (a) through (j) of Item 4
of Schedule 13D under the Exchange Act.
| ITEM 5. |
INTEREST IN SECURITIES OF THE ISSUER |
(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 |
|
|
Kangping Chen |
|
|
28,031,905 |
|
|
|
13.98 |
% |
|
|
28,031,905 |
|
|
|
0 |
|
|
|
28,031,905 |
|
|
|
0 |
|
|
Zhuoling International Limited |
|
|
12,800,000 |
|
|
|
6.38 |
% |
|
|
12,800,000 |
|
|
|
0 |
|
|
|
12,800,000 |
|
|
|
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 |
Except as described in Items 1 through 7 of this Schedule 13D,
there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the Reporting Persons or
between the Reporting Persons and any other person, including but
not limited to transfer or voting of any of the securities,
finder’s fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the
giving or withholding of proxies, with respect to any securities of
the Issuer, including any securities pledged or otherwise subject
to a contingency the occurrence of which would give another person
voting power or investment power over such securities except for
standard default and similar provisions contained in loan
agreements.
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 |
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 23, 2022
| |
Kangping
Chen |
| |
|
|
|
By: |
/s/
Kangping Chen |
| |
Name: |
Kangping
Chen |
| |
|
| |
ZHUOLING
INTERNATIONAL LIMITED |
| |
|
| |
By: |
/s/
Kangping Chen |
| |
Name: |
Kangping
Chen |
| |
Title: |
Sole
Director |
Schedule A
Director of the Reporting Person
|
Entity |
|
Director |
|
Business Address |
|
Present Principal
Occupation or
Employment/Principal
Business |
|
Citizenship/Place of
Organization |
| Zhuoling International
Limited |
|
Kangping Chen |
|
OMC Chambers
Wickhams Cay 1
Road Town, Tortola,
British Virgin Islands |
|
Director of the
Issuer |
|
People’s Republic of
China |
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