SC 13D/A 1 tm209258d1_sc13da.htm SC 13D/A

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

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

37th Floor, Hysan Place

500 Hennessy Road

Causeway Bay, Hong Kong

Telephone: +852 2521 4122

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

February 11, 2020

(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, 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) 

SC

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 

16,572,7501

8.

Shared voting power 

4,628,0992

9.

Sole dispositive power 

16,572,7503

10.

Shared dispositive power 

4,628,0994

11.

Aggregate amount beneficially owned by each reporting person 

21,200,849

12.

Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨

13.

Percent of class represented by amount in Row (11) 

11.8%5

14.

Type of reporting person (see instructions) 

IN

       

1.These securities include 16,572,750 Ordinary Shares of the Issuer (including certain Ordinary Shares in the form of American depositary shares) held by Brilliant Win Holdings Limited (“Brilliant Win”). Brilliant Win is wholly owned by HSBC International Trustee Limited in its capacity as trustee of an irrevocable trust constituted under the laws of the Cayman Islands, with Xiande Li as the settlor and Yixuan Li, daughter of Xiande Li and Cypress Hope Limited, a British Virgin Islands company wholly owned by Xiande Li, as the beneficiaries. The trust was established for the purposes of Xiande Li’s wealth management and family succession planning. Xiande Li is the sole director of Brilliant Win. By virtue of these arrangements, the Reporting Person may be deemed to have sole voting power with respect to these securities.

 

2.These securities include 4,628,099 Ordinary Shares of the Issuer held by Tanka International Limited (“Tanka”), a Cayman Islands company which holds 7,713,499 Ordinary Shares of the Issuer. Mr. Xiande Li holds 60% equity interest in Tanka and is also a director of Tanka. By virtue of these arrangements, the Reporting Person may be deemed to have shared voting power with respect to these securities.

 

3.These securities include 16,572,750 Ordinary Shares of the Issuer (including certain Ordinary Shares in the form of American depositary shares) held by Brilliant Win. Brilliant Win is wholly owned by HSBC International Trustee Limited in its capacity as trustee of an irrevocable trust constituted under the laws of the Cayman Islands, with Xiande Li as the settlor and Yixuan Li, daughter of Xiande Li and Cypress Hope Limited, a British Virgin Islands company wholly owned by Xiande Li, as the beneficiaries. The trust was established for the purposes of Xiande Li’s wealth management and family succession planning. Xiande Li is the sole director of Brilliant Win. By virtue of these arrangements, the Reporting Person may be deemed to have sole dispositive power with respect to these securities.

 

4.These securities include 4,628,099 Ordinary Shares of the Issuer held by Tanka which holds 7,713,499 Ordinary Shares of the Issuer. Mr. Xiande Li holds 60% equity interest in Tanka and is also a director of Tanka. By virtue of these arrangements, the Reporting Person may be deemed to have shared dispositive power with respect to these securities.

 

5.Based upon 178,930,297 Ordinary Shares outstanding as of December 31, 2019.

 

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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 

16,572,750

8.

Shared voting power 

9.

Sole dispositive power 

16,572,750

10.

Shared dispositive power 

11.

Aggregate amount beneficially owned by each reporting person 

16,572,750 

12.

Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨

13.

Percent of class represented by amount in Row (11) 

9.3%2

14.

Type of reporting person (see instructions) 

CO

       

1.These securities include 16,572,750 Ordinary Shares.

 

2.Based upon 178,930,297 Ordinary Shares outstanding as of December 31, 2019.

 

3 

 

 

 

CUSIP No: 47759T100

 

1.

Names of reporting persons 

Tanka 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 

Cayman Islands

Number of
shares
beneficially
owned by
each
reporting
person with
7.

Sole voting power 

4,628,0991

8.

Shared voting power 

0

9.

Sole dispositive power 

4,628,0991

10.

Shared dispositive power 

0

11.

Aggregate amount beneficially owned by each reporting person 

4,628,099

12.

Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨

13.

Percent of class represented by amount in Row (11) 

2.6%2

14.

Type of reporting person (see instructions) 

CO

       

1.These securities include 4,628,099 Ordinary Shares.

 

2.Based upon 178,930,297 Ordinary Shares outstanding as of December 31, 2019.

 

4 

 

 

This Amendment No. 1 to Schedule 13D amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on January 31, 2019 (the “Original 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, Brilliant Win Holdings Limited (“Brilliant Win”) and Tanka International Limited (collectively, the “Reporting Persons”). Except as amended and supplemented herein, the information set forth in the Original Schedule 13D remains unchanged. Capitalized terms used herein without definition have meanings assigned thereto in the Original 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 Original Schedule 13D is hereby amended and supplemented to include the following information:

 

From January 21, 2020 to February 11, 2020, Brilliant Win sold an aggregate of 3,600,000 Ordinary Shares in the form of American Depositary Shares (the “ADSs”), each of which represents four Ordinary Shares, through the Trading Plan (as defined in Item 4) at the average price of US$23.6 per ADS.

 

Item 4.Purpose of Transaction

 

Item 4 of the Original Schedule 13D is hereby amended and supplemented to include the following information:

 

Brilliant Win disposed 3,600,000 Ordinary Shares in the form of ADSs from January 21, 2020 to February 11, 2020, pursuant to a Rule 10b5-1 trading plan (the “Trading Plan”) dated December 27, 2019, between Brilliant Win and UBS Financial Services Inc., as agent, of up to 900,000 ADSs. The Trading Plan was terminated on February 11, 2020 in accordance with the terms thereof.

 

Item 5.Interest in Securities of the Issuer

 

Item 5 of the Original 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 178,930,297 Ordinary Shares outstanding as of December 31, 2019. 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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Reporting Person  Number of Shares Beneficially Owned   Percentage of Securities   Sole Power to Vote/Direct Vote   Shared Power to Vote/Direct Vote   Sole Power to Dispose/Direct Disposition   Shared Power to Dispose/Direct Disposition 
Xiande Li   21,200,849    11.8%   16,572,750    4,628,099    16,572,750    4,628,099 
Brilliant Win Holdings Limited   16,572,750    9.3%   16,572,750    0    16,572,750    0 
Tanka International Limited   4,628,099    2.6%   4,628,099    0    4,628,099    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

 

No modification.

 

Item 7.Material to be Filed as Exhibits

 

No modification.

 

6 

 

 

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: February 18, 2020

 

  Xiande Li
   
  By: /s/ Xiande Li
  Name: Xiande Li

 

  BRILLIANT WIN HOLDINGS LIMITED
   
  By: /s/ Xiande Li
  Name: Xiande Li
  Title: Sole Director

 

  TANKA INTERNATIONAL LIMITED
   
  By: /s/ Xiande Li
  Name: Xiande Li
  Title: Director

 

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