SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT
TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO
FILED PURSUANT TO 13d-2
(Amendment No.2)*
JinkoSolar Holding Co., Ltd.
(Name of Issuer)
Ordinary Shares, par value US$0.00002 per share
(Title of Class of Securities)
47759T100**
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
þ Rule 13d-1(d)
*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 disclosures provided in a prior cover page.
** This CUSIP number applies to Issuer’s American Depositary Shares, each representing four Ordinary Shares.
The information required on 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).
[Continued on following pages]
TABLE OF CONTENTS
| SIGNATURE | 8 |
| LIST OF EXHIBIT | 9 |
| JOINT FILING AGREEMENT |
| 2 |
| CUSIP No. | 47759T100 | Schedule 13G/A |
|
|||||
| 1 | NAMES OF REPORTING PERSONS | ||||
| Kangping Chen | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
| ||||
| (a) o | |||||
| (b) þ | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| People’s Republic of China | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 12,005,700 Ordinary Shares | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 3,085,400 Ordinary Shares | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 12,005,700 Ordinary Shares | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 3,085,400 Ordinary Shares | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 15,091,100 Ordinary Shares | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 9.5% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| IN | |||||
| 3 |
| CUSIP No. | 47759T100 | Schedule 13G/A |
|
|||||
| 1 | NAMES OF REPORTING PERSONS | ||||
| Yale Pride Limited | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
| ||||
| (a) o | |||||
| (b) þ | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| British Virgin Islands | |||||
| 5 | SOLE VOTING POWER | ||||
| NUMBER OF | 12,005,700 Ordinary Shares | ||||
| SHARES | 6 | SHARED VOTING POWER | |||
| BENEFICIALLY | |||||
| OWNED BY | 0 | ||||
| EACH | 7 | SOLE DISPOSITIVE POWER | |||
| REPORTING | |||||
| PERSON | 12,005,700 Ordinary Shares | ||||
| WITH: | 8 | SHARED DISPOSITIVE POWER | |||
| 0 | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 12,005,700 Ordinary Shares | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 7.6% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| CO | |||||
| 4 |
| CUSIP No. | 47759T100 | Schedule 13G/A |
| ITEM 1(a). | NAME OF ISSUER: | |
| JinkoSolar Holding Co., Ltd. (the “Issuer”) | ||
| ITEM 1(b). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: | |
|
1 Jingke Road, Shangrao Economic Development Zone Jiangxi Province, 334100 | ||
| ITEM 2(a). | NAME OF PERSON FILING: | |
| This Schedule 13G/A is filed by and on behalf of: |
| (a) | Kangping Chen; and | ||
| (b) | Yale Pride Limited (“Yale Pride”). | ||
| ITEM 2(b). | ADDRESS OR PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE: | |
| For Kangping Chen: | ||
|
1 Jingke Road Shangrao Economic Development Zone Jiangxi Province, 334100 | ||
| For Yale Pride: | ||
|
Quastisky Building PO Box 4389 Road Town, Tortolar British Virgin Islands | ||
| ITEM 2(c) | CITIZENSHIP: | |
| Mr. Chen is a citizen of the People’s Republic of China. Yale Pride is a British Virgin Islands company. |
| 5 |
| CUSIP NO. | 47759T100 | Schedule 13G/A |
| ITEM 2(d). | TITLE OF CLASS OF SECURITIES: | |
| Ordinary Shares, par value US$0.00002 per share | ||
| ITEM 2(e). | CUSIP NUMBER: | |
| 47759T100 | ||
| ITEM 3. | STATEMENT FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b) or (c): | |
| Not applicable. | ||
| ITEM 4. | OWNERSHIP: | |
| The following information with respect to the ownership of the Ordinary Shares of the Issuer by the persons filing this statement is provided as of December 31, 2018. The percentage amounts are based on 158,587,937 Ordinary Shares outstanding as of December 31, 2018 (excluding 413,253 American depositary shares, representing 1,653,012 Ordinary Shares, reserved for future grants under the Issuer’s long-term incentive plan), as derived from the Issuer’s corporate records. |
| Reporting Person | Amount beneficially owned: | Percent of class: | Sole power to vote or direct the vote: | Shared power to vote or to direct the vote: | Sole power to dispose or to direct the disposition of: | Shared power to dispose or to direct the disposition of: | ||||||||||||||||||
| Kangping Chen | 15,091,100 | 9.5 | % | 12,005,700 | 3,085,400 | 12,005,700 | 3,085,400 | |||||||||||||||||
| Yale Pride | 12,005,700 | 7.6 | % | 12,005,700 | 0 | 12,005,700 | 0 | |||||||||||||||||
|
Yale Pride is the holder of 12,005,700 Ordinary Shares of the Issuer (including certain Ordinary Shares in the form of American depositary shares). Yale Pride is indirectly wholly owned by HSBC International Trustee Limited in its capacity as trustee of an irrevocable trust (the “Trust”) constituted under the laws of the Cayman Islands, with Kangping Chen as the settlor and Min Liang, Dong Chen, Xuanle Chen and Xiaoxuan Chen, all of whom are family members of Kangping Chen, and Charming Grade Limited, a British Virgin Islands company wholly owned by Kangping Chen, as the beneficiaries. The Trust was established for the purposes of Kangping Chen’s wealth management and family succession planning. HSBC International Trustee Limited as trustee of the irrevocable trust will indirectly hold the shares of Yale Pride which in turn holds the Ordinary Shares of the Issuer. Kangping Chen is the sole director of Yale Pride and as such has the power to vote and dispose of the Ordinary Shares of the Issuer held by Yale Pride, subject to the powers of HSBC International Trustee Limited as trustee. Therefore, Kangping Chen is the beneficial owner of all Ordinary Shares of the Issuer held by Yale Pride.
Mr. Kangping Chen also holds 40% equity interest in Tanka International Limited, a Cayman Islands company which holds 7,713,499 Ordinary Shares of the Issuer. Mr. Kangping Chen is also a director of Tanka International Limited. Therefore, Mr. Kangping Chen is the beneficial owner of 40% of the Ordinary Shares of the Issuer held by Tanka International Limited, or 3,085,400 Ordinary Shares. |
| 6 |
| CUSIP NO. | 47759T100 | Schedule 13G/A |
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. | |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: o | ||
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. | |
| Not applicable | ||
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. | |
| Not applicable | ||
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. | |
| Not applicable | ||
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. | |
| Not applicable | ||
| ITEM 10. | CERTIFICATION. | |
| Not applicable |
| 7 |
| CUSIP NO. | 47759T100 |
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: January 31, 2019
| Kangping Chen |
|||
| /s/ Kangping Chen | |||
| Kangping Chen | |||
| Yale Pride Limited |
|||
| By: | /s/ Kangping Chen | ||
| Name: Kangping Chen | |||
| Title: Director | |||
| 8 |
| CUSIP NO. | 47759T100 | Schedule 13G/A |
| Exhibit No. | Description | |
| 99.1 | Joint Filing Agreement |
| 9 |
Exhibit 99.1
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares, par value US$0.00002 per share, of JinkoSolar Holding Co., Ltd., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
[Remainder of this page has been left intentionally blank.]
| 1 |
Signature Page
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of January 31, 2019.
| Kangping Chen |
||||
| /s/ Kangping Chen | ||||
| Kangping Chen | ||||
| Yale Pride Limited |
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| By: | /s/ Kangping Chen | |||
| Name: Kangping Chen | ||||
| Title: Director | ||||
| 2 |