(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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. ¨
* 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).
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 |