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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
| 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, 2010 |
(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)
x 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. |
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).
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Schedule 13G
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CUSIP No. 47759T100
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| 1 | NAMES OF REPORTING PERSONS
Xiande Li | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
22,142,750 Ordinary Shares | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
22,142,750 Ordinary Shares | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,142,750 Ordinary Shares | |||||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
23.3% | |||||
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
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Schedule 13G
|
CUSIP No. 47759T100
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| 1 | NAMES OF REPORTING PERSONS
Brilliant Win Holdings Limited | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
22,142,750 Ordinary Shares | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
22,142,750 Ordinary Shares | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,142,750 Ordinary Shares | |||||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
23.3% | |||||
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |||||
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Schedule 13G
CUSIP NO. 47759T100
| 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 People’s Republic of China |
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| ITEM 2 | (a). |
NAME OF PERSON FILING: | ||||||||||
| This Schedule 13G is filed by and on behalf of: | ||||||||||||
| (a) Xiande Li; and |
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| (b) Brilliant Win Holdings Limited (“Brilliant Win”). |
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| ITEM 2 | (b). |
ADDRESS OR PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE: | ||||||||||
| For Xiande Li:
1 Jingke Road, Shangrao Economic Development Zone Jiangxi Province, 334100 People’s Republic of China
For Brilliant Win:
Quastisky Building PO Box 4389 Road Town, Tortolar British Virgin Islands |
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| ITEM 2 | (c) |
CITIZENSHIP: | ||||||||||
| Mr. Li is a citizen of the People’s Republic of China. Brilliant Win is a British Virgin Islands company. | ||||||||||||
| 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 |
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Schedule 13G
CUSIP NO. 47759T100
| 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, 2010. The percentage amounts are based on 95,078,242 Ordinary Shares outstanding as of December 31, 2010 (excluding 4,070,898 ordinary shares issuable upon the exercise of outstanding options granted under the Issuer’s long-term incentive plan and 3,103,832 ordinary shares reserved for issuance 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: |
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| Xiande Li |
22,142,750 | 23.3 | % | 22,142,750 | 0 | 22,142,750 | 0 | |||||||||||||||||
| Brilliant Win |
22,142,750 | 23.3 | % | 22,142,750 | 0 | 22,142,750 | 0 | |||||||||||||||||
| Brilliant Win is the record holder of 22,142,750 Ordinary Shares of the Issuer. Mr. Xiande Li is the sole director of Brilliant Win and as such has power to vote and dispose of the Ordinary Shares held by Brilliant Win. Mr. Xiande Li is the beneficial owner of all the Ordinary Shares held by Brilliant Win.
Brilliant Win 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 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. Brilliant Win is directly wholly owned by Even Achieve Investments Limited, a British Virgin Islands company, which is in turn wholly owned by HSBC International Trustee Limited. Therefore, HSBC International Trustee Limited as trustee of the Trust indirectly holds the shares of Brilliant Win. HSBC International Trustee Limited is a professional trustee company wholly owned by HSBC Holdings plc. Xiande Li is the sole director of Brilliant Win. HSBC International Trustee Limited as trustee of the Trust has no power to dispose of the Ordinary Shares held by Brilliant Win except upon written instruction by the protector of the Trust, or to avoid criminal sanction or civil liability to persons not connected with the Trust, or to avoid adverse impact on the reputation of HSBC International Trustee Limited or any of its associates. | ||||||||||
| 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: ¨ | ||||||||||
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. | |||||||||
| Not applicable |
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| 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 |
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| ITEM 10. | CERTIFICATION. | |||||||||
| Not applicable | ||||||||||
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Schedule 13G
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: February 11, 2011
| Xiande Li | ||
| /s/ Xiande Li | ||
| Xiande Li | ||
| Brilliant Win Holdings Limited | ||
| By: |
/s/ Xiande Li | |
| Name: Xiande Li | ||
| Title: Director | ||
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Schedule 13G
CUSIP NO. 47759T100
| Exhibit No. |
Description | |
| 99.1 | Joint Filing Agreement |
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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.
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Signature Page
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 11, 2011.
| Xiande Li | ||
| /s/ Xiande Li | ||
| Xiande Li | ||
| Brilliant Win Holdings Limited | ||
| By: | /s/ Xiande Li | |
| Name: Xiande Li | ||
| Title: Director | ||
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