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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13G*
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(Rule
13d-102)
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INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
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TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO
FILED
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PURSUANT
TO 13d-2(b)
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(Amendment
No. )
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JinkoSolar
Holding Co., Ltd.
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(Name
of Issuer)
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Ordinary
shares, par value US$0.00002 per share
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(Title
of Class of Securities)
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47759T100
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(CUSIP
Number)
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July
29, 2010
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(Date
of event which requires filing of this statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule
13G is filed:
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¨
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Rule
13d-1(b)
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x
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Rule
13d-1(c)
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¨
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Rule
13d-1(d)
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(Page
1 of 11 Pages)
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______________________________
*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).
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CUSIP
No. 47759T100
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13G
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Page 2 of 11
Pages
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Adage
Capital Partners, L.P.
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|||||
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a)
¨
(b)
x
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3
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SEC
USE ONLY
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|||||
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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|||||
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
-0-
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||||
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6
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SHARED
VOTING POWER
1,091,000
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7
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SOLE
DISPOSITIVE POWER
-0-
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|||||
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8
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SHARED
DISPOSITIVE POWER
1,091,000
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,091,000
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|||||
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES**
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¨
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||||
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.02%
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12
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TYPE
OF REPORTING PERSON**
PN
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** SEE
INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP
No. 47759T100
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13G
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Page 3 of 11
Pages
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Adage
Capital Partners GP, L.L.C.
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|||||
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a)
¨
(b)
x
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3
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SEC
USE ONLY
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|||||
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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|||||
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
-0-
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||||
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6
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SHARED
VOTING POWER
1,091,000
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|||||
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7
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SOLE
DISPOSITIVE POWER
-0-
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|||||
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8
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SHARED
DISPOSITIVE POWER
1,091,000
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|||||
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,091,000
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|||||
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES**
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¨
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.02%
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|||||
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12
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TYPE
OF REPORTING PERSON**
OO
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** SEE
INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP
No. 47759T100
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13G
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Page 4 of 11
Pages
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Adage
Capital Advisors, L.L.C.
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|||
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a)
¨
(b)
x
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
-0-
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6
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SHARED
VOTING POWER
1,091,000
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7
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SOLE
DISPOSITIVE POWER
-0-
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|||
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8
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SHARED
DISPOSITIVE POWER
1,091,000
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,091,000
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES**
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¨
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.02%
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|||
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12
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TYPE
OF REPORTING PERSON**
OO
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** SEE
INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP
No. 47759T100
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13G
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Page 5 of 11
Pages
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Robert
Atchinson
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a)
¨
(b)
x
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
-0-
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6
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SHARED
VOTING POWER
1,091,000
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|||
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7
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SOLE
DISPOSITIVE POWER
-0-
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|||
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8
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SHARED
DISPOSITIVE POWER
1,091,000
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,091,000
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES**
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¨
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.02%
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|||
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12
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TYPE
OF REPORTING PERSON**
IN
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** SEE
INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP
No. 47759T100
|
13G
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Page 6 of 11
Pages
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1
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NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Phillip
Gross
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP**
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(a)
¨
(b)
x
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3
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SEC
USE ONLY
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|||
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
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|||
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE
VOTING POWER
-0-
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||
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6
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SHARED
VOTING POWER
1,091,000
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|||
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7
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SOLE
DISPOSITIVE POWER
-0-
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|||
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8
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SHARED
DISPOSITIVE POWER
1,091,000
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,091,000
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|||
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES**
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¨
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||
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.02%
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|||
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12
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TYPE
OF REPORTING PERSON**
IN
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** SEE
INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP
No. 47759T100
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13G
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Page 7 of 11
Pages
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Item
1 (a).
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NAME
OF ISSUER.
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The
name of the issuer is JinkoSolar Holding Co., Ltd. (the
“Company”).
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Item 1(b).
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ADDRESS
OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
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The
Company’s principal executive offices are located at 1 Jinke Road,
Shangrao Economic Development Zone, Jiangxi Province, 334100, People’s
Republic of China.
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Item
2 (a).
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NAME
OF PERSON FILING:
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This
statement is filed by:
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(i)
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Adage
Capital Partners, L.P., a Delaware limited partnership ("ACP") with
respect to the shares of Common Stock directly owned by
it;
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(ii)
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Adage
Capital Partners GP, L.L.C., a limited liability
company organized under the laws of the State of Delaware
("ACPGP"), as general partner of ACP with respect to the shares of Common
Stock directly owned by ACP;
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(iii)
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Adage
Capital Advisors, L.L.C., a limited liability company organized under the
laws of the State of Delaware ("ACA"), as managing member of
ACPGP, general partner of ACP, with respect to the shares of Common Stock
directly owned by ACP;
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(iv)
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Robert
Atchinson ("Mr. Atchinson"), as managing member of ACA, managing member of
ACPGP, general partner of ACP with respect to the shares of Common Stock
directly owned by ACP; and
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(v)
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Phillip
Gross ("Mr. Gross"), as managing member of ACA, managing member of ACPGP,
general partner of ACP with respect to the shares of Common Stock directly
owned by ACP.
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The
foregoing persons are hereinafter sometimes collectively referred to as the
“Reporting Persons.” Any disclosures herein with respect to persons
other than the Reporting Persons are made on information and belief after making
inquiry to the appropriate party.
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Item 2(b).
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ADDRESS
OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
RESIDENCE:
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The
address of the business office of each of the Reporting Persons is 200 Clarendon
Street, 52nd floor, Boston, Massachusetts 02116.
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Item 2(c).
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CITIZENSHIP:
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ACP is a
limited partnership organized under the laws of the State of
Delaware. ACPGP and ACA are limited liability companies organized
under the laws of the State of Delaware. Messrs. Gross and Atchinson
are citizens of the United States.
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Item 2(d).
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TITLE
OF CLASS OF SECURITIES:
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Ordinary
shares, par value US$0.00002 per share (the "Common
Stock")
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CUSIP
No. 47759T100
|
13G
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Page 8 of 11
Pages
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Item 2(e).
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CUSIP
NUMBER:
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47759T100
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Item
3.
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IF
THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c),
CHECK WHETHER THE PERSON FILING IS
A:
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(a)
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¨
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Broker
or dealer registered under Section 15 of the Act,
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(b)
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¨
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Bank
as defined in Section 3(a)(6) of the Act,
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(c)
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¨
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Insurance
Company as defined in Section 3(a)(19) of the Act,
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(d)
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¨
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Investment
Company registered under Section 8 of the Investment Company Act of
1940,
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(e)
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¨
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Investment
Adviser registered under Section 203 of the Investment Advisers Act of
1940,
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(f)
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¨
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Employee
Benefit Plan or Endowment Fund in accordance with
13d-1(b)(1)(ii)(F),
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(g)
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¨
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Parent
Holding Company or control person in accordance with Rule
13d-1(b)(ii)(G),
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(h)
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¨
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Savings
Association as defined in Section 3(b) of the Federal Deposit Insurance
Act,
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(i)
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¨
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Church
Plan that is excluded from the definition of an investment company under
Section 3(c)(14) of the Investment Company Act of 1940,
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(j)
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¨
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Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
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If this
statement is filed pursuant to Rule 13d-1(c), check this box: x
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Item
4.
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OWNERSHIP.
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A.
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Adage
Capital Partners, L.P., Adage Capital Partners GP, L.L.C. and Adage
Capital Advisors, L.L.C.
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|||
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(a)
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Amount
beneficially owned: 1,091,000
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(b)
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Percent
of class: 5.02%. The percentages used herein and in the rest of
Item 4 are calculated based upon the 21,731,963 shares of Common Stock
issued and outstanding as disclosed by the Company as of May 15,
2010.
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(c)
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(i)
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Sole
power to vote or direct the vote: -0-
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(ii)
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Shared
power to vote or direct the vote: 1,091,000
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(iii)
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Sole
power to dispose or direct the
disposition: -0-
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(iv)
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Shared
power to dispose or direct the disposition
of: 1,091,000
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CUSIP
No. 47759T100
|
13G
|
Page 9 of 11
Pages
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ACP has
the power to dispose of and the power to vote the shares of Common Stock
beneficially owned by it, which power may be exercised by its general partner,
ACPGP. ACA, as managing member of ACPGP, directs ACPGP's operations.
Neither ACPGP nor ACA directly own any shares of Common Stock. By
reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934
(the "Act"), ACPGP and ACA may be deemed to beneficially own the shares owned by
ACP.
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B.
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Robert
Atchinson and Phillip Gross
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(a)
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Amount
beneficially owned: 1,091,000
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(b)
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Percent
of class: 5.02%
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(c)
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(i)
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Sole
power to vote or direct the vote: -0-
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||
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(ii)
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Shared
power to vote or direct the vote: 1,091,000
|
|||
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(iii)
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Sole
power to dispose or direct the
disposition: -0-
|
|||
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(iv)
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Shared
power to dispose or direct the
disposition: 1,091,000
|
|||
Messrs.
Atchinson and Gross, as managing members of ACA, have shared power to vote the
Common Stock beneficially owned by ACP. Neither Mr. Atchinson nor Mr.
Gross directly own any shares of Common Stock. By reason of the
provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the
shares beneficially owned by ACP.
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Item
5.
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OWNERSHIP
OF FIVE PERCENT OR LESS OF A CLASS.
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Not
applicable.
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Item
6.
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OWNERSHIP
OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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ACPGP,
the general partner of ACP, has the power to direct the affairs of ACP,
including decisions respecting the disposition of the proceeds from the
sale of Common Stock. Messrs. Atchinson and Gross are the
Managing Members of ACA, the managing member of ACPGP, and in that
capacity direct ACPGP's operations.
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Item
7.
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IDENTIFICATION
AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY.
|
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Not
applicable.
|
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Item
8.
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IDENTIFICATION
AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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Not
applicable.
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Item
9.
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NOTICE
OF DISSOLUTION OF GROUP.
|
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Not
applicable.
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Item
10.
|
CERTIFICATION.
|
Each of
the Reporting Persons hereby makes the following certification:
By
signing below each Reporting Person certifies that, to the best of its knowledge
and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
|
CUSIP
No. 47759T100
|
13G
|
Page 10 of 11
Pages
|
SIGNATURES
After
reasonable inquiry and to the best of our knowledge and belief, the undersigned
certify that the information set forth in this statement is true, complete and
correct.
DATED: August
6, 2010
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ADAGE
CAPITAL PARTNERS, L.P.
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||
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By:
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Adage
Capital Partners GP, L.L.C.,
|
|
|
its
general partner
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||
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By:
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Adage
Capital Advisors, L.L.C.,
|
|
|
its
managing member
|
||
|
/s/
Robert Atchinson
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||
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Name: Robert
Atchinson
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||
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Title: Managing
Member
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||
|
ADAGE
CAPITAL PARTNERS GP, L.L.C.
|
||
|
By:
|
Adage
Capital Advisors, L.L.C.,
|
|
|
its
managing member
|
||
|
/s/
Robert Atchinson
|
||
|
Name: Robert
Atchinson
|
||
|
Title: Managing
Member
|
||
|
ADAGE
CAPITAL ADVISORS, L.L.C.
|
||
|
/s/
Robert Atchinson
|
||
|
Name: Robert
Atchinson
|
||
|
Title: Managing
Member
|
||
|
ROBERT
ATCHINSON
|
||
|
/s/
Robert Atchinson
|
||
|
ROBERT
ATCHINSON, individually
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||
|
PHILLIP
GROSS
|
||
|
/s/
Phillip Gross
|
||
|
PHILLIP
GROSS, individually
|
||
|
CUSIP
No. 47759T100
|
13G
|
Page 11 of 11
Pages
|
EXHIBIT
1
JOINT
ACQUISITION STATEMENT
PURSUANT
TO RULE 13d-1(k)
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G
is filed on behalf of each of the undersigned and that all subsequent amendments
to this statement on Schedule 13G shall be filed on behalf of each of the
undersigned without the necessity of filing additional joint acquisition
statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to
believe that such information is inaccurate.
DATED: August
6, 2010
|
ADAGE
CAPITAL PARTNERS, L.P.
|
||
|
By:
|
Adage
Capital Partners GP, L.L.C.,
|
|
|
its
general partner
|
||
|
By:
|
Adage
Capital Advisors, L.L.C.,
|
|
|
its
managing member
|
||
|
/s/
Robert Atchinson
|
||
|
Name: Robert
Atchinson
|
||
|
Title: Managing
Member
|
||
|
ADAGE
CAPITAL PARTNERS GP, L.L.C.
|
||
|
By:
|
Adage
Capital Advisors, L.L.C.,
|
|
|
its
managing member
|
||
|
/s/
Robert Atchinson
|
||
|
Name: Robert
Atchinson
|
||
|
Title: Managing
Member
|
||
|
ADAGE
CAPITAL ADVISORS, L.L.C.
|
||
|
/s/
Robert Atchinson
|
||
|
Name: Robert
Atchinson
|
||
|
Title: Managing
Member
|
||
|
ROBERT
ATCHINSON
|
||
|
/s/
Robert Atchinson
|
||
|
ROBERT
ATCHINSON, individually
|
||
|
PHILLIP
GROSS
|
||
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/s/
Phillip Gross
|
||
|
PHILLIP
GROSS, individually
|
||