Confidentially Submitted with the Securities and Exchange Commission on April 14, 2014

Sky Power Holdings Ltd.
(Exact name of registrant as specified in its charter)
Not Applicable
(Translation of registrant's name into English)

Suite 1604, 9 Queen's Road, Central
Hong Kong Special Administrative Region
People's Republic of China
+852 2107 3188
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

CT Corporation System
111 Eighth Avenue
New York, New York 10011
+1 212 6621 1666
(Name, address, including zip code, and telephone number, including
area code, of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earliest effective registration statement for the same offering. o

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

CONFIDENTIAL TREATMENT REQUESTED BY SKY POWER HOLDINGS LTD.
Subject to Completion, dated , 2014

This is the initial public offering of American depositary shares, or ADSs, of Sky Power Holdings Ltd. We are offering ADSs[, and the selling shareholders identified in this prospectus are offering ADSs. We will not receive any proceeds from sale of ADSs held by the selling shareholders]. Each ADS represents ordinary shares, nominal value US$0.0001 per share. No public market currently exists for our ADSs.

We currently anticipate that the initial public offering price will be between US$ and US$ per ADS.

We are an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012 and will therefore be subject to reduced reporting requirements.

Investing in our ADSs involves risks. See "Risk Factors" beginning on page 12 of this prospectus.

We [and the selling shareholders] have granted the underwriters a [30]-day option to purchase up to an additional ADSs at the initial public offering price less the underwriting discounts and commissions.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the ADSs evidenced by the ADRs on or about , 2014.

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information in this prospectus is current only as of its date.

Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus or any filed free writing prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus or any filed free writing prospectus must inform themselves about, and observe any restrictions relating to, the offering of the ADSs and the distribution of this prospectus or any filed free writing prospectus outside of the United States.

Until , 2014 (the 25th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in the ADSs discussed under "Risk Factors," before deciding whether to buy our ADSs.

Our Business

We are a global developer, owner and operator of solar parks. We have initiated and successfully developed solar parks in major solar power producing regions, including Japan, Latin America, Canada, the Czech Republic, Greece, Bulgaria, Spain, Germany, South Africa and the United States. As of the date of this prospectus, we have completed 183 solar parks globally with an aggregate capacity of 174.3 MW: under our Pipeline + EPC revenue model, we sold permits and provided engineering, procurement and construction services for 99.8 MW of solar parks; under our BT model, we built and sold commercially operating solar parks totaling 27.1 MW; the remaining 47.4 MW is owned and operated by Sky Solar or our affiliates, as independent power producers or IPPs.

We have significant experience in sourcing and developing solar parks. Since we are not a module or component manufacturer, we retain the flexibility to purchase from a wide range of suppliers. Historically, we derived our revenue primarily from Pipeline + EPC and BT solar parks and selling solar modules. Our clients for our Pipeline + EPC solar parks typically pay us upon purchase of permits and provide us with milestone payments for our EPC services.

Construction costs are funded by our working capital. We generally negotiate favorable payment terms with our equipment suppliers or EPC contractors that defer payment until several months after construction and grid connection. Following grid connection, we typically raise long-term debt financing to optimize the project's capital structure, pay our contractors and replenish our working capital. We have also borrowed money under long-term loans from financial institutions such as PPF banka a.s.

We began our IPP business in Europe in 2012. In 2013, we began to strategically reduce our Pipeline + EPC and BT businesses in favor of our IPP business in order to internalize more value from project development and drive recurring revenue and cash flow. We began to generate a majority of our revenue from IPP solar parks in the fourth quarter of 2013. We intend to expand our IPP business going forward. We may also optimize our portfolio from time to time by trading certain assets.

As of the date of this prospectus, the total capacity of our IPP solar parks, based on our percentage of equity holding in the project companies, amounted to 21.8 MW in Greece, 15.4 MW in Japan, 5.6 MW in the Czech Republic, 3.7 MW in Bulgaria, and 0.9 MW in Spain. Most of our PPAs fix the FIT for our IPP solar parks for 20 years. In addition to our existing operational project portfolio, we have 4.0 MW of solar parks under construction, 271.3 MW of permitted solar parks that are ready for construction upon receipt of financing, as well as 953.3 MW of solar parks in pipeline, including 475.7 MW of solar parks we expect to become permitted within 12 months.

We believe that our proven track record, on-the-ground capabilities and global platform provide us with substantial advantages over both local and international project developers. We intend to continue expanding our operations in key markets such as Japan, Latin America, Canada, China, South Africa and Southeast Asia.

Our revenue was US$83.1 million, US$203.8 million and US$36.5 million in 2011, 2012 and 2013, respectively. Our gross profit was US$24.0 million, US$61.3 million and US$7.2 million in 2011, 2012 and 2013, respectively. The decrease in revenue in 2013 was primarily due to our transition from a primarily Pipeline + EPC revenue model to an IPP revenue model which generates long-term recurring revenue. From 2012 to 2013, our revenue from IPP solar parks grew from US$4.5 million to US$8.0 million, representing 2.2% and 22.0% of our revenue, respectively. The total capacity of our

IPP solar parks increased from 23.9 MW to 47.4 MW, and the total carrying value of our IPP solar parks increased from US$43.4 million to US$119.5 million from December 31, 2012 to December 31, 2013, respectively.

Our Competitive Strengths

We believe the following competitive strengths have contributed and will continue to contribute to our success:

•: Our proven track record, on-the-ground capabilities and global platform give us key competitive advantages in developing and operating solar parks globally.
•: Our extensive portfolio of permitted and pipeline solar parks provides us with clear and actionable opportunities to grow power generation and earnings.
•: Our comprehensive project development capabilities allow us to consistently deliver solar parks at competitive costs.
•: We are supplier- and technology-neutral and we have the flexibility to choose from a broad range of leading manufacturers and suppliers.
•: We have access to a variety of financing sources and a demonstrated ability to design cost-effective project funding solutions.
•: We are led by a highly experienced management team supported by strong, localized execution capabilities across all key functions.

Our Strategies

We aim to become the leading global renewable energy asset developer, owner and operator. To achieve this goal, we intend to pursue the following strategies:

•: Expand our global IPP portfolio in regions with attractive returns on investment and increase recurring revenue and cash flow.
•: Optimize our financing sources to support long term growth and profitability in a cost-efficient manner.
•: Improve our in-house capabilities for project development, operations and risk management.

Our Challenges

Our ability to successfully execute our strategies is subject to risks and uncertainties, including but not limited to:

•: The reduction, modification or elimination of government subsidies and economic incentives may reduce the economic benefits of our existing solar parks and our opportunities to develop or acquire suitable new solar parks.
•: We conduct our business operations globally and are subject to risks related to economic, regulatory, social and political uncertainties globally and in the markets in which we have operations.
•: Our growth prospects and future profitability depend to a significant extent on global liquidity and the availability of additional funding options on acceptable terms.
•: The delay between making significant upfront investments in our solar parks and receiving revenue could materially and adversely affect our liquidity, business and results of operations.

•: Our limited operating history, especially with large-scale IPP solar parks, may not serve as an adequate basis to judge our future prospects and results of operations.
•: We may not be able to develop or acquire additional attractive IPP solar parks to grow our project portfolio.
•: Failure to manage our growing and changing business could have a material adverse effect on our business, prospects, financial condition and results of operations.
•: Our future success depends significantly on the continued service of our senior management team and our ability to attract, train and retain qualified personnel.
•: Our international operations require significant management resources and present legal, compliance and execution risk in multiple jurisdictions.

See "Risk Factors" and "Special Note Regarding Forward-Looking Statements" for a discussion of these and other risks and uncertainties associated with our business and investing in our ADSs.

Market Opportunities

The photovotalic, or PV, industry has experienced significant growth over the past decade. According to Solarbuzz, the world PV market in terms of new annual installations grew at a CAGR of 65% from 2007 to 2012. The market size in 2012 reached 29 GW, a 6% increase over 2011. Under Solarbuzz's "Most Likely" scenario, the world PV market in terms of annual installations is expected to grow from 29 GW in 2012 to 66 GW in 2017, representing a five-year CAGR of 18%.

PV systems enjoy substantial advantages over other forms of conventional and renewable electricity generation. Unlike wind power systems, solar power systems' peak energy production generally corresponds to peak energy demands. PV systems do not emit air, water, noise, vibration or waste pollution, or have any impact on the habitat beyond the site itself. They are not susceptible to fuel price volatility and require substantially less maintenance than any other form of electricity generation. In addition, there is limited energy loss in transmission and distribution due to solar power systems' general proximity to end consumers.

The PV industry has been driven by a number of government programs encouraging the adoption of solar power and other renewable energy sources. Increasing economies of scale, lower raw material costs and increased production efficiency resulted in decreasing average selling prices for PV modules, inverters and mounting systems. The economics of solar as a mainstream power generation source are expected to improve, reducing its dependence on subsidies.

As solar parks become more affordable relative to other sources of energy production due to technological improvements and increasing efficiencies, price reductions in PV modules and balance-of-system components and decreasing natural resource supplies, PV energy becomes increasingly competitive compared to traditional fossil fuels and other forms of electricity production. When the total cost of generating PV energy over the lifetime of a solar park, or the levelized cost of electricity, is less than or equal to the price of purchasing the same amount of power from the power grid, a level known as grid parity, PV energy will become a contender for widespread development without subsidies or government support. It is widely believed that a wholesale shift to PV power will occur when it reaches grid parity. Grid parity for decentralized solar energy has been reached in a number of regions, including Spain, Italy, southern Germany, southern California, Australia, Denmark and Chile.

Corporate Information

Our principal executive offices are located at Suite 1604, 9 Queen's Road Central, Hong Kong Special Administrative Region, People's Republic of China. Our telephone number at this address is

+852 2107 3188 and our fax number is +852 2107 3199. Our registered office in the Cayman Islands is located at the offices of Codan Trust Company (Cayman) Limited at Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands.

Investor inquiries should be directed to us at the address and telephone number of our principal executive offices set forth above. Our website is www.skysolargroup.com. The information contained on our website is not part of this prospectus. Our agent for service of process in the United States is CT Corporation Services at 111 Eight Avenue, New York, NY 10011. The telephone number at this address is +1 212 664 1666.

Conventions that Apply to This Prospectus

Unless otherwise indicated, references in this prospectus to:

•: "ADRs" are to the American depositary receipts, which, if issued, evidence our ADSs;
•: "ADSs" are to our American depositary shares, each of which represents ordinary shares, nominal value US$0.0001 per ordinary share;
•: "BT" are to "Build and Transfer" and refer to projects where we have derived revenue from building and selling commercially operating solar parks;
•: "China" and the "PRC" are to the People's Republic of China, excluding, for the purposes of this prospectus only, Taiwan and the special administrative regions of Hong Kong and Macau;
•: "EPC" are to engineering, procurement, and construction services;
•: "FIT" are to feed-in tariff(s);
•: "historical project affiliates" are to certain operating entities in which we have had or currently have a minority interest, ChaoriSky Solar Energy S.a.r.l., RisenSky Solar Energy S.a.r.l. and China New Era International Limited;
•: "HK$" and "H.K. dollar" are to the legal currency of the special administrative region of Hong Kong;
•: "IPP" are to independent power producer and refer to our business where we own and operate solar parks and derive revenue from selling electricity to the power grid;
•: "IPP solar park(s)" are to solar generators which we own for the purpose of generating income from the sale of electricity over the life of the solar park(s);
•: "MW" are to megawatt(s);
•: "MWh" are to megawatt hour(s);
•: "O&M" are to operations and maintenance services provided for commercially operating solar parks;
•: "ordinary shares" are to our ordinary shares, nominal value US$0.0001 per share;
•: "Pipeline + EPC" are to solar parks where we have derived revenue from selling permits and providing EPC services;
•: "PPA" are to power purchase agreements;
•: "PV" are to photovoltaic;
•: "RMB" and "Renminbi" are to the legal currency of China;
•: "US$" and "U.S. dollar" are to the legal currency of the United States of America;

•: "watt" or "W" are to the measurement of total electrical power, where "kilowatt" or "kW" means one thousand watts, "megawatts" or "MW" means one million watts and "gigawatt" or "GW" means one billion watts; and
•: "we," "us," "our company", "our" and "Sky Solar" are to Sky Power Holdings Ltd., its parent company Sky Power Group Ltd., its predecessor entities and its consolidated subsidiaries.

Unless otherwise indicated, information in this prospectus assumes that the underwriters do not exercise their option to purchase additional ADSs. We report under International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or the IASB.

This prospectus contains statistical data that we obtained from various government and private publications. We have not independently verified the data in these reports. Statistical data in these publications also include projections based on a number of assumptions. If any one or more of the assumptions underlying the statistical data turns out to be incorrect, actual results may differ from the projections based on these assumptions. Unless context otherwise requires, market data regarding the solar industry is derived from an uncommissioned third-party research report from SolarBuzz.

We calculate the size of the PV market based on the volume of PV modules delivered to installation sites, including modules awaiting installation or connection to the power grid. Unless otherwise stated, the PV market relates to annual, not cumulative, volume. PV panels generate direct current (DC) electricity, while electricity systems are based on alternating current (AC) electricity. The data presented in DC power numbers are, on average, greater by approximately 15% than the equivalent AC power numbers. All historical and forecast data are presented in DC power numbers. Certain reported AC power numbers have been converted to the equivalent DC power numbers. Our permits are generally calculated using AC power numbers.

We calculate the attributable capacity of a project by multiplying the percentage of our ownership in the project by the total capacity of the project.

The Offering


Price per ADS		We currently estimate that the initial public offering price will be between US$ and US$ per ADS.
ADS offered by us		ADSs (or ADSs if the underwriters exercise their option to purchase additional ADSs in full)
[ADS offered by the selling shareholders		ADSs (or ADSs if the underwriters exercise their option to purchase additional ADSs in full)]
Total offered ADSs		ADSs (or ADSs if the underwriters exercise their option to purchase additional ADSs in full)
Options to purchase additional ADSs		We [and the selling shareholders] have granted the underwriters an option, exercisable within 30 days from the date of this prospectus, to purchase up to an aggregate of additional ADSs.
ADSs outstanding immediately after the offering		ADSs (or ADSs if the underwriters exercise their option to purchase additional ADSs in full).
Ordinary shares outstanding immediately after the offering		ordinary shares (or ordinary shares if the underwriters exercise their option to purchase additional ADSs in full), excluding .
[NASDAQ Global Select Market] [New York Stock Exchange] symbol		SKYS
The ADSs		Each ADS represents ordinary shares, nominal value US$0.0001 per share.
		The depositary will be the holder of the ordinary shares underlying the ADSs and you will have the rights of an ADS holder as provided in the deposit agreement among us, the depositary and owners and beneficial owners of ADSs from time to time.
		You may surrender your ADSs to the depositary to withdraw the ordinary shares underlying your ADSs. The depositary will charge you a fee for such an exchange.
		We may amend or terminate the deposit agreement without your consent. If an amendment becomes effective, you will be bound by the deposit agreement as amended if you continue to hold your ADSs.
		To better understand the terms of the ADSs, you should carefully read the section in this prospectus entitled "Description of American Depositary Shares." We also encourage you to read the deposit agreement, which is an exhibit to the registration statement that includes this prospectus.


Depositary		.
Use of proceeds		We estimate that we will receive net proceeds of approximately US$ million (or US$ million if the underwriters exercise their option to purchase additional ADSs in full) from this offering, assuming an initial public offering price of US$ per ADS, the midpoint of the estimated range of the initial public offering price as set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts, commissions and estimated aggregate offering expenses payable by us. We intend to use the net proceeds we receive from this offering for the following purposes:
		• US$ million for the construction of our permitted IPP solar parks in Japan;
		• US$ million for the construction of our permitted IPP solar parks in Latin America such as Chile and Uruguay; and
		• US$ million to develop our project pipeline in other regions.
		We intend for the balance to be used for general corporate purposes, including working capital needs, potential strategic investments and other business opportunities.
		See "Use of Proceeds" for additional information.
		[We will not receive any of the proceeds from the sale of the ADSs by the selling shareholders.]
[Reserved ADSs		At our request, the underwriters have reserved for sale, at the initial public offering price, up to ADSs offered by this prospectus for sale to some of our directors, officers, employees, business associates and related persons. If these persons purchase reserved ADSs, this will reduce the number of ADSs available for sale to the general public. Any reserved ADSs that are not so purchased will be offered by the underwriters to the general public on the same terms as the other ADSs offered by this prospectus.]
Risk factors		See "Risk Factors" and other information included in this prospectus for a discussion of the risks you should carefully consider before deciding to invest in our ADSs.
Lock up		We, [the selling shareholders], our directors, executive officers and existing shareholders have agreed with the underwriters, subject to certain exceptions, not to sell, transfer or dispose of any of our ADSs, ordinary shares or similar securities for a period of 180 days after the date of this prospectus. See "Underwriting."

Implications of Being an Emerging Growth Company

As a company with less than US$1.0 billion in revenue for our last fiscal year, we qualify as an "emerging growth company" pursuant to the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company's internal control over financial reporting.

For as long as we remain an emerging growth company, we intend to take advantage of the exemptions discussed above. We will remain an emerging growth company until the earliest of (a) the last day of our fiscal year during which we have total annual gross revenue of at least US$1.0 billion; (b) the last day of our fiscal year following the fifth anniversary of the completion of this offering; (c) the date on which we have, during the previous three-year period, issued more than US$1.0 billion in non-convertible debt; or (d) the date on which we are deemed to be a "large accelerated filer" under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our ADSs that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act.

Summary Consolidated Financial and Operating Data

The following summary consolidated statements of profit or loss and comprehensive income (expense) data for the years ended December 31, 2011, 2012 and 2013, and the summary consolidated statements of financial position data as of December 31, 2011, 2012 and 2013 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with international financial reporting standards, or IFRS issued by International Accounting Standards Board.

You should read the summary consolidated financial data in conjunction with those financial statements and the related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus. Our historical results do not necessarily indicate our results expected for any future periods.

Summary Consolidated Statements of Profit or Loss and other Comprehensive Income (Expense)

	Year Ended December 31,

	2011			2012			2013
	(US$ in thousands)			(US$ in thousands)			(US$ in thousands)
Revenue		83,127			203,757			36,457
Cost of sales and services		(59,148	)		(142,433	)		(29,270	)


Gross profit		23,979			61,324			7,187
Impairment loss on IPP solar parks		—			—			(21,645	)
Impairment loss on receivables		(182	)		(629	)		(3,521	)
Selling expenses		(488	)		(635	)		(848	)
Administrative expenses		(15,293	)		(24,007	)		(25,030	)
Other operating income		1,574			789			484


Profit (loss) from operations		9,590			36,842			(43,373	)
Investment income		514			955			960
Other gains and losses		(770	)		(1,570	)		(3,488	)
Finance costs		(138	)		(1,132	)		(2,352	)
Other expenses		—			(1,600	)		(2,266	)
Share of losses of associates		(114	)		—			—


Profit (loss) before taxation		9,082			33,495			(50,519	)
Income tax expense		(1,991	)		(6,630	)		(3,372	)


Profit (loss) for the year		7,091			26,865			(53,891	)




Other comprehensive income (expense) that may be subsequently reclassified to profit or loss:
Exchange differences on translation of financial statements of foreign operations		(2,878	)		1,031			(352	)


Total comprehensive income (expense) for the year		4,213			27,896			(54,243	)




Other Financial Data:
Adjusted EBITDA⁽¹⁾		17,896			47,024			(12,038	)

⁽¹⁾: See "—Adjusted EBITDA" below.

Summary Consolidated Statements of Financial Position

	As of December 31,

	2011			2012		2013
	(US$ in thousands)
Current assets		237,881			238,691		122,861
Non-current assets		6,604			52,171		128,406
IPP solar parks		—			43,395		119,506
Current liabilities		262,214			251,102		130,653
Non-current liabilities		2,515			23,382		22,510
Total (deficit) equity		(20,244	)		16,378		98,104

Operating Data



Solar Parks Connected During the Period⁽¹⁾ (MW)	0.1	56.3	80.8
Total IPP Solar Parks in Operation at the End of the Period⁽²⁾ (MW)	—	23.9	47.4

⁽¹⁾: We consider a solar park connected to the grid when it has achieved connection and has all approvals needed to begin selling electricity through the grid.
⁽²⁾: Total solar parks in operation includes solar parks operated by us and our affiliates. We calculate the MW of our total solar parks in operation by adding all the capacities that we have complete ownership over and the attributable capacities of all solar parks we have partial ownership over. We calculate the attributable capacity of a solar park by multiplying the percentage of our ownership in the solar park by its total capacity.

Adjusted EBITDA

To provide investors with additional information regarding our financial results, we have disclosed in this prospectus Adjusted EBITDA, a non-IFRS financial measure. We present this non-IFRS financial measure because it is used by our management to evaluate our operating performance. We also believe that this non-IFRS financial measure provides useful information to investors and others in understanding and evaluating our consolidated results of operations in the same manner as our management and in comparing financial results across accounting periods and to those of our peer companies.

Adjusted EBITDA, as we present it, represents profit or loss for the year before taxes, depreciation and amortization, adjusted to eliminate the impact of share-based compensation expense, interest expenses, impairment loss and IPO expenses.

The use of the Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under IFRS. Some of these limitations are: (a) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; (b) Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; (c) Adjusted EBITDA does not reflect the potentially dilutive impact of equity-based compensation; (d) Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and (e) other companies, including companies in our industry, may calculate Adjusted EBITDA or similarly titled measures differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Adjusted EBITDA alongside our other IFRS-based financial performance measures, such as net profit and our other IFRS

financial results. The following table presents a reconciliation of EBITDA to net income (loss), the most directly comparable IFRS measure, for each of the periods indicated:

	As of and for the Year Ended December 31,

	2011		2012		2013
	(US$ in thousands)
Profit (loss) for the year		7,091		26,865		(53,891	)


Adjustments:
Income tax expense		1,991		6,630		3,372
Depreciation of property, plant and equipment		331		305		283
Depreciation of solar parks		—		2,474		4,395
Amortization		35		100		101
Share-based payment charged into profit or loss		8,128		7,352		4,576
Interest expenses		138		1,132		2,352
Impairment loss on IPP solar parks		—		—		21,645
Impairment loss on receivables		182		629		3,521
IPO expenses		—		1,537		1,608


Adjusted EBITDA		17,896		45,487		(12,038	)

We do not consider historical Adjusted EBITDA to be representative of future Adjusted EBITDA, as our revenue model changed from generating revenue primarily from Pipeline + EPC to generating revenue primarily through IPP beginning in the fourth quarter of 2013. We believe that Adjusted EBITDA is an important measure for evaluating the results of our IPP business.

An investment in our ADSs involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information contained in this prospectus, before making an investment decision. Our business, financial condition and results of operations could be materially and adversely affected by any of the risks set forth herein as well as other risks not currently known to us. The trading price of our ADSs could decline due to any of these risks, and you may lose all or part of your investment. In assessing the risks described below, you should also refer to the other information contained in this prospectus, including our consolidated financial statements and the related notes thereto, before deciding to purchase any ADSs.

The reduction, modification or elimination of government subsidies and economic incentives may reduce the economic benefits of our existing solar parks and our opportunities to develop or acquire suitable new solar parks.

In many countries where we are currently or intend to become active, solar power markets, particularly the market of on-grid PV systems, would not be commercially viable without government subsidies and economic incentives. The cost of generating electricity from solar energy in these markets currently exceeds, and very likely will continue to exceed for the foreseeable future, the cost of generating electricity from conventional or some other non-solar renewable energy sources. These subsidies and incentives have been primarily in the form of FIT schemes, tax credits, net metering and other incentives to end users, distributors, system integrators and manufacturers of solar energy products.

The availability and size of such subsidies and incentives depend, to a large extent, on political and policy developments relating to environmental concerns in a given country. Changes in policies could lead to a significant reduction in or a discontinuation of the support for renewable energies in such country. Government subsidies and incentives for solar energy were recently reduced in some countries and may be further reduced or eliminated in the future. For example, in 2010, the Czech Republic significantly reduced the amount of a subsidy to renewable energy producers. The expected future cash flows from a solar park developed by us in the Czech Republic therefore decreased and accordingly we impaired this asset in 2010. In December 2013, the Bulgarian National Assembly approved a proposal to introduce a 20% fee on revenue generated by PV and wind energy installations that received a FIT. This proposal is currently being challenged in the Constitutional Court of Bulgaria. In January 2014, the Greek government passed a law to reduce the FIT in effect on existing PPAs by roughly 30% and placed a discount on electricity sold in 2013. We recognized an impairment loss of US$21.6 million related to our Greek solar parks in 2013. In Spain, a law was passed in December 2013 which is expected to change the fixed rate on the existing PPAs. While some of the reductions in government subsidies and economic incentives apply only to future solar parks, they could diminish the availability of our opportunities to continue to develop or acquire suitable new solar parks. Some of these reductions may apply retroactively to existing solar parks, which could significantly reduce the economic benefits we receive from the existing solar parks. Moreover, some of the solar program subsidies and incentives expire or decline over time, are limited in total funding, require renewal from regulatory authorities or require us to meet certain investment or performance criteria. A significant reduction in the scope or discontinuation of government incentive programs in our target markets and globally could have a material adverse effect on our business, financial condition, results of operations and prospects.

We conduct our business operations globally and are subject to risks related to economic, regulatory, social and political uncertainties globally and in the markets in which we have operations.

We conduct our business operations in a number of countries and, as of the date of this prospectus, have completed 174.3 MW of solar parks globally, of which 99.8 MW were sold as Pipeline + EPC solar parks, 27.1 MW were sold as BT solar parks and the remaining 47.4 MW are owned and operated by us or our affiliates. In addition, as of the date of this prospectus, we have 4.0 MW under construction, 271.3 MW of permitted solar parks and 953.3 MW of solar parks in pipeline in 12 countries. Our business is therefore subject to diverse and constantly changing economic, regulatory, social and political conditions in the jurisdictions in which we operate.

Operating in the international marketplace exposes us to a number of risks globally and in each of the jurisdictions where we operate, including without limitation:

For example, the European Union, the United States and other international economies have recently experienced a credit crisis and economic slowdown, resulting in decreases in the availability of financing for solar parks and decreases in investments in new installation of solar parks. Existing solar parks have also been delayed as a result of the credit crisis and other disruptions. If economic recovery is slow in the markets where we have operations, we may experience decreases in the demand for solar parks.

Moreover, as we enter new markets in different jurisdictions, we will face different regulatory regimes, business practices, governmental requirements and industry conditions. As a result, our prior experiences and knowledge in other jurisdictions may not be relevant, and we may spend substantial resources familiarizing ourselves with the new environment and conditions. To the extent that our business operations are affected by unexpected and adverse economic, regulatory, social and political

conditions in the jurisdictions in which we have operations, we may experience project disruptions, loss of assets and personnel, and other indirect losses that could adversely affect our business, financial condition and results of operations.

Our growth prospects and future profitability depend to a significant extent on global liquidity and the availability of additional funding options on acceptable terms.

We require a significant amount of cash to fund our operations and capital expenditure. We may also require additional cash due to changing business conditions or other future developments, including any investments or acquisitions we may decide to pursue in order to remain competitive. Historically, we have used bank loans and own equity contribution to fund our operations. We expect to expand our business with proceeds from this initial public offering and third-party financing options, including bank loans, equity partners, financing lease and securitization. However, we cannot guarantee that we will be successful in locating additional suitable sources of financing in the time periods required or at all, or on terms or at costs that we find attractive or acceptable, which may render it impossible for us to fully execute our growth plan. In addition, rising interest rates could adversely impact our ability to secure financing on favorable terms and our cost of capital.

In early 2013, we began to strategically expand our IPP portfolio. Developing solar parks to own and operate long-term requires significant upfront capital expenditure and increases our financing needs. Our ability to obtain external financing is subject to a number of uncertainties, including:

In addition, affiliates in which we have held a minority interest have secured financing from financial institutions, where our affiliates' other equity owners have acted as financial guarantors. The ability of our affiliates to obtain financing depends on the ability of our affiliates' other equity owners to secure financing, provide acceptable guarantees for financing and comply with any applicable financial covenants. Due to our minority position, we may not be able to control the ability of the affiliate to comply with any applicable financial covenants or other obligations under the loan. See "—Disputes with our affiliates' other equity owners may adversely affect our business".

Any additional equity financing may be dilutive to our shareholders and any debt financing may require restrictive covenants. Additional funds may not be available on terms commercially acceptable to us. Failure to manage discretionary spending and raise additional capital or debt financing as required may adversely impact our ability to achieve our intended business objectives.

The delay between making significant upfront investments in our solar parks and receiving revenue could materially and adversely affect our liquidity, business and results of operations.

There are generally many months or even years between our initial significant upfront investments in solar parks we expect to own and operate and when we commence to receive revenue from the sale of electricity generated by such solar parks. Such investments include, without limitation, legal,

accounting and other third-party fees, costs associated with feasibility study, payments for land rights, government permits, large transmission and PPA deposits or other payments, which may be non-refundable. Furthermore, we have historically relied on own equity contribution and bank loans to pay for costs and expenses incurred during project development, especially to third parties for PV modules and balance-of-system components and EPC and IPP services. Solar parks typically generate revenue only after becoming commercially operational and starting to sell electricity to the power grid. The timing gap between our upfront investments and actual generation of revenue, or any added delay in between due to unforeseen events, could put strains on our liquidity and resources, and materially and adversely affect our profitability and results of operations.

Our limited operating history, especially with large-scale IPP solar parks, may not serve as an adequate basis to judge our future prospects and results of operations.

We began our business in 2009 and have a limited operating history. We started to develop our first solar park in 2009, and first began to operate solar parks in 2012 as an IPP. In 2011, 2012 and 2013, we derived 77.1%, 88.5% and 48.0% of our total revenue from our Pipeline + EPC solar parks for the respective periods. We derived 10.9% of our total revenue from our BT solar parks in 2013. In 2012 and 2013, we derived 2.2% and 22.0%, respectively, of our total revenue from electricity sales from our IPP solar parks. In 2013, in order to internalize more value from project development and drive recurring revenue and cash flow, we changed our strategy to owning and operating as an IPP substantially all of the solar parks that we have developed. We may also from time to time acquire solar parks with attractive cash flow and yield profiles. Our historic track record of Pipeline + EPC and BT solar parks may not be a reliable indicator of our performance as an IPP. We intend to further expand our business operations in key markets such as Japan, Latin America, Canada, China, South Africa and Southeast Asia.

Our rapidly evolving business and, in particular, our relatively limited operating history as an IPP may not be an adequate basis for evaluating our business prospectus and financial performance, and makes it difficult to predict the future results of operations. Our past success occurred in an environment where capital was readily accessible to our clients and economic incentives were more favorable for PV power in certain markets, such as Greece and Bulgaria. Therefore, period-to-period comparisons of our operating results and our results of operations for any period should not be relied upon as an indication of our performance for any future period. In particular, our results of operations, financial condition, and future success depend, to a significant extent, on our ability to continue to identify suitable sites, obtain required regulatory approvals, arrange financing from various sources, construct solar parks in a cost-effective and timely manner, expand our project pipeline and manage and operate solar parks that we develop. If we cannot do so, we may not be able to expand our business at a profit or at all, maintain our competitive position, satisfy our contractual obligations, or sustain growth and profitability.

We may not be able to develop or acquire additional attractive IPP solar parks to grow our project portfolio.

Our current business strategy includes plans to further grow our IPP assets, and own and operate substantially all the solar parks we develop. As part of our growth plan, we may acquire solar parks in various development stages through a competitive bidding process. We compete for project awards based on, among other things, pricing, technical and engineering expertise, financing capabilities, past experience and track record. It is difficult to predict whether and when we will be awarded a new solar park. The bidding and selection process is also affected by a number of factors, including factors which may be beyond our control, such as market conditions or government incentive programs. Our competitors may have greater financial resources, a more effective or established localized business presence or a greater willingness or ability to operate with little or no operating margins for sustained periods of time. Any increase in competition during the bidding process or reduction in our competitive

capabilities could have a significant adverse impact on our market share and on the margins we generate from our solar parks.

Other difficulties executing this growth strategy, particularly in new jurisdictions we may enter, include:

We may not be able to find suitable sites for the development of IPP solar parks.

Solar parks require solar and geological conditions that can only be found in a limited number of geographic areas. Further, large, utility-scale solar parks must be interconnected to the power grid in order to deliver electricity, which requires us to find suitable sites with capacity on the power grid available. Our competitors may impede our development efforts by acquiring control of all or a portion of a PV site we seek to develop. In addition, we acquire land with the understanding that such land may be rezoned for PV project development. However, rezoning has, at times, taken longer than expected or was not be possible. For example, we encountered difficulties registering the leasehold interest, as a result of other land owners opposing the rezoning process. Although our operations were not materially affected by this delay, or the costs involved, future rezoning efforts may materially and adversely impact our business and results of operation. Even when we have identified a desirable site for solar park, our ability to obtain site control with respect to the site is subject to our ability to finance the transaction and growing competition from other solar power producers that may have better access to local government support, financial or other resources. If we were unable to find or obtain site control for suitable PV sites on commercially acceptable terms, our ability to develop new solar parks on a timely basis or at all might be harmed, which could have a material adverse effect on our business, financial condition and results of operations.

Our legal rights to certain real properties used for our solar parks are subject to third party rights and may be challenged by property owners or third parties.

Our rights to the properties used for our solar parks may be challenged by property owners and other third parties. For example, certain real properties used for our solar parks in the Czech Republic and Spain were mortgaged to third parties by the relevant landlords to secure other debts before we obtained our rights with respect to such properties and, as a result, our rights are subject to the mortgages. In the event of failure by the relevant debtor to comply with its payment obligations, the mortgagee will be entitled to sell the properties and the mortgagee or the purchaser of such properties

will have no obligation to respect our rights to the properties and will be entitled to terminate our rights without any compensation. In such case, we may lose our rights to the affected solar parks. While we may ask the debtor or the property owner to compensate us, we cannot assure you that they will agree or have the financial resources to do so or that the compensation will be sufficient to cover all of our losses. In addition, some properties used for our solar parks are subject to other third-party rights such as right of passage and right to place cables and other equipment on the properties, which may result in certain interferences with our use of the properties. Our rights to the properties used for our solar parks may be challenged by property owners and other third parties for various other reasons as well. For example, we do not always have the exclusive right to use a given site. Any such challenge, if successful, could impair the development or operations of our solar parks on such properties. We are also subject to the risk of potential disputes with property owners or third parties who otherwise have rights to or interests in the properties used for our solar parks. Such disputes, whether resolved in our favor or not, may divert management's attention, harm our reputation or otherwise disrupt our business.

Failure to manage our growing and changing business could have a material adverse effect on our business, prospects, financial condition and results of operations.

We intend to expand our business significantly within selected existing markets and in a number of new locations in the future. We also intend to significantly increase the proportion of solar parks we develop as IPP solar parks in the future. As we grow, we expect to encounter additional challenges to our internal processes, external construction management, capital commitment process, project finance infrastructure and financing capabilities. Our existing operations, personnel, systems and internal control may not be adequate to support our growth and expansion and may require us to make additional unanticipated investments in our infrastructure. In addition, our experience developing Pipeline + EPC and BT solar parks may not be applicable to our IPP solar parks, since IPP solar parks require enhanced financing and O&M capabilities. To manage the future growth of our operations, we will be required to improve our administrative, operational and financial systems, procedures and controls, and maintain, expand, train and manage our growing employee base. We will need to hire and train project development personnel to expand and manage our project development efforts. If we are unable to manage our growth effectively, we may not be able to take advantage of market opportunities, execute our business strategies successfully or respond to competitive pressures. As a result, our business, prospects, financial condition and results of operations could be materially and adversely affected.

Our future success depends significantly on the continued service of our senior management team and our ability to attract, train and retain qualified personnel.

The industry experience, expertise and contributions of our executive chairman, Mr. Weili Su are essential to our continuing success. We will continue to rely on the contributions of our senior management, regional management and other key employees to implement our growth plans. If we were to lose the services of any of our senior and regional management members and were unable to train or recruit and retain personnel with comparable qualifications, the management and growth of our business could be adversely affected.

Our success is largely attributable to the qualified and experienced project development teams that we have been able to train, attract and retain in the past. We may not be able to continue to train, attract and retain high quality personnel, including executive officers, project development personnel, project management personnel and other key qualified personnel who have the necessary and required experience and expertise. In particular, as we enter new markets in different jurisdictions, we always face challenges to find and retain qualified local personnel who are familiar with local regulatory regimes and adequately experienced in project development and operations.

There is substantial competition for qualified personnel in the downstream PV industry. Our competitors may be able to offer more competitive packages, or otherwise attract our personnel. Our costs to retain qualified personnel may also increase in response to competition. If we fail to attract and retain personnel with suitable managerial, technical or marketing expertise or maintain an adequate labor force on a continuous basis, our business operations could be adversely affected and our future growth and expansions may be inhibited.

Our international operations require significant management resources and present legal, compliance and execution risk in multiple jurisdictions.

We have adopted a global business model under which we maintain significant operations and facilities through our subsidiaries located in Europe, South America, North America and Asia, while our corporate management team and directors are primarily based in Hong Kong and Shanghai. Although we have appointed managing directors who oversee Europe, Latin America, Spain, Japan and North America, the global nature of our business may stretch our management resources as well as make it difficult for our corporate management to effectively monitor local execution teams. The global nature of our operations and limited resources of our management may create risks and uncertainties when executing our strategy and conducting operations in multiple jurisdictions, which could affect our costs and results of operations.

Decreases in the spot market price of electricity could harm our IPP revenue and reduce the competitiveness of solar parks in grid-parity markets.

The electricity prices that we receive as IPP are either fixed through long-term power purchase agreements, or PPAs, or by FIT schemes or are variable and determined by the spot market. In countries where the price of electricity is sufficiently high that solar parks can be profitably developed without the need for government subsidies, a condition known as "grid-parity", solar parks that do not have the benefit of PPAs are subject to the spot market price of electricity. We intend to expand our IPP portfolio significantly in Chile, a market that has reached grid parity. We expect that a significant portion of our solar parks in Chile will not have signed PPAs. Such solar parks will fluctuate with Chile's spot electricity prices. Revenue for solar parks will also fluctuate with the electricity spot market after the expiration of any PPA or FIT schemes, unless renewed. The market price of electricity can be subject to significant fluctuations and can be affected by drivers such as the cost of traditional fossil fuels used for electricity generation, the discovery of new fossil fuel sources, additional electricity generation capacity, additional electric transmission and distribution lines, technological or regulatory changes, increased energy conservation or for a number of other reasons.

Decreases in the spot price of electricity in such countries would render PV energy less competitive compared to other forms of electricity. For example, PV may no longer be in grid parity if the price of fossil fuels used for electricity generation decreased sufficiently. In this situation, our solar parks may no longer be profitable in that market and we may not be able to recoup the time and effort invested in applying for permits or developing solar parks. A reduction in electricity prices would render our solar parks less economically attractive. If the retail price of energy were to decrease due to any of these reasons, or others, our business and results of operations may be materially and adversely affected.

If sufficient demand for solar parks does not develop or takes longer to develop than we anticipate, our business, financial condition, results of operations and prospects could be materially and adversely affected.

The PV market is at a relatively early stage of development in many of the markets that we have entered or intend to enter. The PV industry continues to experience lower costs, improved efficiency

and higher electricity output. However, trends in the PV industry are based only on limited data and may not be reliable. Many factors may affect the demand for solar parks, including:

If market demand for solar parks fails to develop sufficiently, our business, financial condition, results of operations and prospects could be materially and adversely affected.

We face significant competition in certain markets in which we operate. Our primary competitors are local and international developers and operators of solar parks, many of which are integrated with upstream PV manufacturers. We also compete with utilities generating power from conventional fossil fuels and other sources of renewable energy in regions that have achieved grid parity, such as Chile. As we further expand into the downstream markets, we will face increasing competition from these companies.

Some of our competitors may have advantages over us in terms of greater operational, financial, technical, management or other resources in particular markets or in general. Our market position depends on our financing, development and operation capabilities, reputation, experience and track record. Our competitors may also enter into strategic alliances or form affiliates with other competitors to our detriment. Suppliers or contractors may merge with our competitors which may limit our choices of contractors and hence the flexibility of our overall project execution capabilities. There can be no assurance that our current or potential competitors will not offer solar parks or services comparable or superior to those that we offer at the same or lower prices or adapt more quickly than we do. Increased competition may result in price reductions, reduced profit margins and loss of market share.

We are subject to risks associated with fluctuations in the prices of PV modules and balance-of-system components or in the costs of design, construction and labor.

We procure supplies for solar parks construction, such as PV modules and balance-of-system components, from third-party suppliers. We typically enter into contracts with our suppliers and contractors on a project-by-project basis or a project portfolio basis. We generally do not maintain long-term contracts with our suppliers. Although some of our EPC contracts allow us to reclaim additional costs incurred as a result of unexpected increases in procurement costs, we are still exposed to fluctuations in prices for our PV modules and balance-of-system components. Increases in the prices of PV products, balance-of-system components as well as fluctuations in design, construction, labor and installation costs may increase the cost of procuring equipment and engaging contractors, adversely affect our future solar parks and hence materially and adversely affect our results of operations.

PV project development is challenging and may ultimately not be successful, which can have a material adverse effect on our business, financial condition and results of operations.

The development and construction of solar parks involve numerous risks and uncertainties. We may be required to incur significant amounts of capital expenditure for land and interconnection rights, preliminary engineering, permitting, legal and other expenses before we can determine whether a solar park is economically, technologically or otherwise feasible. Success in developing a particular solar park is contingent upon, among other things:

Successful completion of a particular solar park may be adversely affected by numerous factors, including without limitation:

Accordingly, some of the solar parks in our pipeline may not be completed or even proceed to construction. If a number of solar parks are not completed, our business, financial condition and results of operations could be materially and adversely affected.

Construction of our solar parks may be adversely affected by circumstances outside of our control, including inclement weather, a failure to receive regulatory approvals on schedule or third-party delays in providing PV modules, inverters or other materials. Obtaining full permits for our solar parks is time consuming and we may not be able to meet our expected timetable for obtaining full permits for our solar parks in the pipeline. Changes in project plans, or defective or late execution may increase our costs and cause delays. Shortages of skilled labor could significantly delay a project or otherwise increase our costs. Moreover, we rely on a limited number of third-party suppliers for certain components and equipment used in the construction of our solar parks, such as PV modules. The failure of a supplier to supply components and equipment in a timely manner, or at all, or to supply components and equipment that meet our quality, quantity and cost requirements, could impair our ability to install solar parks or may increase our costs. To the extent the processes that our suppliers use to manufacture components are proprietary, we may be unable to obtain comparable components from alternative suppliers. In addition, we typically utilize and rely on third-party contractors to construct and install our solar parks. If our contractors do not satisfy their obligations or do not perform work that meets our quality standards or if there is a shortage of third-party contractors or if there are labor strikes that interfere with the ability of our employees or contractors to complete their work on time or within budget, we could experience significant delays or cost overruns. In addition, delays in obtaining or our inability to obtain required construction permits could also delay or hinder the construction of our solar parks, and delay or prevent us from commencing operation and connecting to the relevant grid.

We may not be able to recover any of these losses in connection with construction cost overruns or delays. In addition, if we are unable to connect a solar park to the power grid on schedule, we may experience lower FIT, as FIT regimes generally ratchet down the FIT awarded to solar parks that connect later to the power grid. If the solar park is significantly delayed, we may forfeit the PPA and we may no longer be eligible for FIT payments. A reduction or forfeiture of FIT payments would materially and adversely affect the financial results and results of operations for that solar park. Any of the contingencies discussed above could lead us to fail to generate our expected return from our solar parks and result in unanticipated and significant revenue and earnings losses.

We may be subject to unforeseen costs, liabilities or obligations when performing O&M.

We enter into separate contractual agreements to operate and maintain substantially all of the solar parks built by us. Pursuant to these agreements, we generally perform scheduled and unscheduled maintenance and operating and other asset management services. We subcontract certain on-the-ground O&M services, including security and repair, to third-parties, who may not perform their services adequately. If we or our third-party contractors fail to properly operate and maintain the solar parks, the solar parks may experience decreased performance. If they are careless or negligent, resulting in damage to third parties, we may become liable for the consequences of any resulting damage. We may also experience equipment malfunction or failure, leading to unexpected maintenance needs, unplanned outages or other operational issues. We may also encounter difficulties selling electricity to the power

grid due to failures in infrastructure or transmission systems. To the extent that any of the foregoing affects our ability to sell electricity to the power grid, our revenue and profitability will suffer.

Our project operations may be adversely affected by weather and climate conditions, natural disasters and adverse work environments.

Solar parks depend on the amount and intensity of sunlight, which is affected by weather and climate conditions. Any change of such conditions in the areas we operate that reduces solar radiation will adversely affect our business and results of operations. In addition, we may operate in areas that are under the threat of floods, earthquakes, landslides, mudslides, sandstorms, drought, or other inclement weather and climate conditions or natural disasters. If inclement weather or climatic conditions or natural disasters occur in areas where our solar parks and project teams are located, project development, connectivity to the power grid and the provision of O&M services may be adversely affected. In particular, materials may not be delivered as scheduled and labor may not be available. As many of our solar parks are located in the same region, such solar parks may be simultaneously affected by weather and climate conditions, natural disasters and adverse work environments.

During periods of curtailed activity, we may continue to incur operating expenses. We may bear some or all of the losses associated with such unforeseen events. Moreover, natural disasters which are beyond our control may adversely affect the economy, infrastructure and communities in the countries and regions where we conduct our business operations. Such conditions may result in personal injuries or fatalities or have an adverse effect on our work performance, progress and efficiency or even result in personal injuries or fatalities.

As an IPP, we generate electricity income primarily pursuant to FIT schemes or PPAs, which subjects us to counterparty risks with respect to electric utilities and regulatory regimes. Our FIT schemes and PPAs in one region or country are generally signed with a limited number of electric utilities. We rely on these electric utilities to fulfill their responsibilities for the full and timely payment of our tariffs. In addition, the relevant regulatory authorities may retroactively alter their FIT regimes in light of changing economic circumstances, changing industry conditions or for any number of other reasons. For example, the Greek government passed a law in January 2014 reducing FIT currently in effect in existing contracts by roughly 30%, while imposing a discount on electricity already sold in 2013. In December 2013, the Bulgarian government imposed a 20% fee on revenue generated from PV and wind energy installations. A law in Spain passed in December 2013 is expected to change the fixed rate on existing PPAs. If the relevant government authorities or the local power grid companies do not perform their obligations under the FIT schemes and PPAs and we are unable to enforce our contractual rights, our results of operations and financial condition may be materially and adversely affected.

Disputes with our affiliates' other equity owners may adversely affect our business.

We do not have control over the management and strategy with respect to solar parks held by the affiliates in which we hold less than 50% equity interests. See "Business—Our Affiliates". Our ability to direct the actions of or influence the decisions in relation to these affiliates or the solar parks held by them is dependent on a number of factors, including reaching agreement with other stakeholders with respect to certain decisions, our rights and obligations under the relevant stakeholders' agreements and the decision-making process by the board of directors or other governing bodies.

We may not successfully engage business partners that are reliable and capable. In addition, in the course of cooperation, our business partners may:

In particular, under the current contractual arrangements, if our affiliates' other equity owners decide to secure permits, EPC or O&M services from other parties or otherwise take any action that may not be in our best interest or fail to perform their respective obligations or otherwise breach the terms and conditions of the governing agreements, it could have an adverse effect on our business, financial condition and results of operations. In addition, a dispute may arise with our current or future affiliate's other equity owners and cause the loss of business opportunities or disruption to or termination of the relevant solar parks. Such dispute may also give rise to litigation or other legal proceedings, which will divert our management attention and other resources. In the event that we encounter any of the foregoing problems, our business, financial condition and results of operations may be materially and adversely affected.

We have relied on our affiliates to generate a significant portion of our revenue.

A substantial portion of our total revenue in 2011, 2012 and 2013 was derived from our affiliates we formed for PV project co-investment. For example, our largest client during 2011, 2012 and 2013, ChaoriSky Solar Energy S.a.r.l., or ChaoriSky, an affiliate which we formed with a module manufacturer and in which we had held a 30% equity interest until November 2013, accounted for 35.2%, 42.8% and 9.2% of our total revenue in the respective periods. RisenSky Solar Energy S.a.r.l., or RisenSky, an affiliate, accounted for 32.0%, 2.7% and 1.5% our total revenue in 2011, 2012 and 2013. China New Era International Limited, an affiliate, accounted for nil, 20.0% and 4.6% of our total revenue in 2011, 2012 and 2013. See "Business—Our Affiliates" and "Related Party Transactions—Transactions with Certain Affiliates and Shareholders." As of the date of this prospectus, we no longer hold an interest in ChaoriSky and continue to hold a 30% interest in RisenSky and Sky Solar Holdings Co., Ltd., or Sky Solar Holdings, currently a principal shareholder of our Company, holds a 49% interest in China New Era International Limited. We do not anticipate engaging ChaoriSky Solar or its parent company in any business going forward. While we expect to become less dependent on our affiliates in the future, as we continue to transition to more of an IPP business model, we may continue to leverage the financial resources and project development expertise of our affiliates' other equity owners. The financial health, creditworthiness and business performance of our affiliates would therefore continue to have a material effect on our results of operations.

We have historically leveraged our affiliates as vehicles to expand our business overseas through delivering our permit development capabilities, EPC services and O&M services to them. We have entered, and expect to continue to enter, into various transactions including sale of primary development rights and provision of EPC services with these affiliates, which have contributed to a significant portion of our revenue. See "Business—Our Affiliates." Such affiliates were formed with the intention that our affiliates' other equity owners who are module manufacturers, such as Chaori and Risen, provide their modules to such affiliates and that we provide our permits and EPC services to the affiliate. There can be no assurance that independent parties negotiating at arm's length would have arrived at the same terms. Since we hold substantial interest in these affiliates and therefore have

significant influence over these affiliates, there is a risk that any decisions or actions taken by either our affiliates or us in these transactions (including with respect to pricing, amendments, disputes or enforcement proceedings) may not be the same if we operated on an arm's length basis.

Historically, we primarily generated revenue from selling permits, providing EPC services and selling commercially operating solar parks. In a given period, our revenue was affected by the limited number of solar parks that are under development and sold to third parties, and therefore subject to significant fluctuations. Although we intend to focus on developing IPP solar parks, we will continue to develop Pipeline + EPC and BT solar parks from time to time to take advantage of attractive market opportunities. As a result, we may generate more of our revenues from the one-time sale of solar parks for certain periods. Moreover, certain aspects of our IPP business will also be subject to seasonal variations. For example, certain economic incentive programs, such as FIT regimes, generally include mechanisms that ratcheted down the incentives over time in line with the general trend of decreasing system costs of solar parks. As a result, we may schedule significant construction activities to connect solar parks to the power grids prior to scheduled decreases in FIT rates, which vary from country to country, in order to qualify for more favorable FIT policies.

To the extent that we continue to develop Pipeline + EPC and BT solar parks, we may be exposed to similar risks going forward.

We may incur warranty expenses in connection with our EPC and BT businesses.

We provide two to five year warranties to the clients of our EPC services and purchasers of our solar parks. Although we generally obtain warranties from our equipment suppliers, we may be responsible for claims during the warranty period with respect to defects in our EPC services and BT solar parks sold. We are required to remove such defects generally within 48 hours after the defects occur, and to bear all the costs associated with our repair work. Our expenses for repairs have historically not been material. If significant defects arise from our EPC services or BT solar parks sold to clients, we may suffer adverse impacts on our financial condition and business.

We may fail to comply with laws and regulations in the countries where we develop, construct and
operate solar parks.

The development, construction and operation of solar parks are highly regulated activities. We conduct our operations in many countries and jurisdictions and are governed by different laws and regulations, including national and local regulations relating to building codes, taxes, safety, and environmental protection, utility interconnection and metering and other matters. We also set up subsidiaries in these countries and jurisdictions which are required to comply with various local laws and regulations. While we strive to work with our local counsels and other advisers to comply with the laws and regulations of each jurisdiction in which we have operations, there have been, and continue to be, instances of noncompliances such as late filings of annual accounts with the appropriate governmental authorities, failure to notify governmental authorities of certain transactions, failure to hold annual meetings as required, failure to register directors or office changes or other local requirements which may result in fines, sanctions and other penalties against the non-complying subsidiaries and its directors and officers. While we do not believe our past and continuing non-compliances, singularly or in the aggregate, will have a material adverse effect on our business, financial condition or results of operation, we cannot assure you that similar or other non-compliances will not occur in the future which may materially and adversely affect our business, financial condition or results of operation.

In order to develop solar parks we must obtain a variety of approvals, permits and licenses from various authorities. The procedures for obtaining such approvals, permits and licenses vary from country to country, making it onerous and costly to track the requirements of individual localities and comply with the varying standards. Failure to obtain the required approvals, permits or licenses or to comply with the conditions associated therewith could result in fines, sanctions, suspension, revocation or non-renewal of approvals, permits or licenses, or even criminal penalties, which could have a material adverse effect on our business, financial condition and results of operations.

Any new government regulations pertaining to our business or solar parks may result in significant additional expenses. We cannot assure you that we will be able to promptly and adequately respond to changes of laws and regulations in various jurisdictions, or that our employees and contractors will act in accordance with our internal policies and procedures. Failure to comply with laws and regulations where we develop, construct and operate solar parks may materially and adversely affect our business, results of operations and financial condition.

We may become regulated as a utility company in certain jurisdictions in the future.

We currently are not subject to regulation as a utility company in any jurisdiction. Our business strategy includes significant expansion into downstream markets as an IPP. Operation of these solar parks and sales of electricity from such solar parks could change our regulatory position in certain jurisdictions in the future. Utility companies are typically subject to complex regulations at the local, state or national level in various jurisdictions, and these regulations could place significant restrictions on our ability to operate our business and execute our business plan by prohibiting or otherwise restricting our sale of electricity. See "Regulations." If we were subject to regulation as a utility company, our operating costs could materially increase.

If we fail to comply with financial and other covenants under our loan agreements, our financial condition, results of operations and business prospects may be materially and adversely affected.

We enter into loan agreements containing financial and other covenants that require us to maintain certain financial ratios or impose certain restrictions on disposition of our assets or the conduct of our business. While we are currently in compliance with all financial and other covenants, we may not be able to comply with some of those financial and other covenants from time to time. In addition, we typically pledge over our solar park assets or account or trade receivables to raise debt financing, and we are restricted from creating additional security over our assets. Such account or trade receivables will include all income generated from the sale of electricity in the solar parks. If we are in breach of one or more financial or other covenants or negative pledges clause under any of our loan agreements and are not able to obtain waivers from the lenders or prepay such loan, such breach would constitute an event of default under the loan agreement. As a result, repayment of the indebtedness under the relevant loan agreement may be accelerated, which may in turn require us to repay the entire principal amount including interest accrued, if any, of certain of our other existing indebtedness prior to their maturity under cross-default provisions of other loan agreements. If we are required to repay a significant portion or all of our existing indebtedness prior to their maturity, we may lack sufficient financial resources to do so. In that case, the pledgees may auction or sell the assets or interest of our solar parks to enforce their rights under the pledge contracts and loan agreements. Furthermore, a breach of those financial and other covenants will also restrict our ability to pay dividends. Any of those events could have a material adverse effect on our financial condition, results of operations and business prospects.

Our substantial indebtedness could adversely affect our business, financial condition and results of operations.

We require a significant amount of cash to meet our capital requirements and fund our operations, including payments to suppliers for PV modules and balance-of-system components and to contractors for design, engineering, procurement and construction services. We believe our substantial indebtedness will increase as an IPP. As of December 31, 2013, we had US$40.1 million in outstanding short-term borrowings (including the current portion of long-term bank borrowings) and US$16.4 million in outstanding long-term bank borrowings (excluding the current portion). In the first quarter of 2014, we obtained another US$5.0 million shareholder loan from our parent company Sky Power Group Ltd. to fund our operations.

Any of these factors and other consequences that may result from our substantial indebtedness could have an adverse effect on our business, financial condition and results of operations as well as our ability to meet our payment obligations under our debt. Our ability to meet our payment obligations under our outstanding debt depends on our ability to generate significant cash flow in the future. This, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors as well as other factors that are beyond our control.

Our IPP business require significant financial resources to expand. If we do not successfully execute our liquidity plan, we may have to increase our BT businesses or face the risk of not being able to continue as a going concern.

As of December 31, 2011, 2012 and 2013, our current liabilities exceeded our current assets by US$24.3 million, US$12.4 million and US$7.8 million, respectively. In addition, in 2012 and 2013, we incurred negative cash flow from operations of US$34.4 million and US$28.6 million, respectively and incurred net loss of US$53.9 million in 2013. Our principal sources of liquidity to date have been cash from our operations and borrowings from banks and our shareholders. We leverage bank facilities in certain countries in order to meet working capital requirements for construction activities. Our principal uses of cash have been for pipeline development, working capital and general corporate purposes.

We are in need of additional funding to sustain our business as a going concern, and we have formulated a plan to address our liquidity problem. Our management reviews our forecasted cash flows on an on-going basis to ensure that we will have sufficient capital from a combination of internally generated cash flows and proceeds from financing activities, if required, in order to fund our working capital and capital expenditures. We have historically been able to effectively manage our business with a working capital deficit based on our arrangements with suppliers who typically do not require payment until such time as IPP solar parks are completed, at which point we are able to either sell the parks, or obtain collateralized financing. In addition, subsequent to December 31, 2013, we have taken actions in order to increase our working capital. Specifically, we have (i) obtained additional cash advances from Sky Power Group Ltd. of US$5.0 million for working capital purposes, which will not be due until such time as we have the financial ability to repay the amount, and (ii) entered into an enforceable agreement pursuant to which Sky Solar (Hong Kong) International Co., Ltd., Sky Solar

New Energy Investment Limited and Beijing Sky Solar Investment Management Co., Ltd. all of which are our related parties, and have undertaken not to demand repayment of debts owed by us with aggregate carrying amount of US$21.3 million, until no earlier than April 10, 2015. Based on the above factors, we believe that adequate sources of liquidity will exist to fund our working capital and capital expenditures, and to meet our short term debt obligations, other liabilities and commitments as they become due.

We cannot assure you that we will successfully execute our liquidity plan. If we do not successfully execute this plan, we may not be able to continue as a going concern. The failure of any of the liquidity plan events could materially and adversely affect our financial condition, results of operations and business prospects.

If we fail to implement and maintain an effective system of internal controls, we may be unable to accurately report our results of operations or prevent fraud or fail to meet our reporting obligations and investor confidence and the market price of our ADSs may be materially and adversely affected.

Prior to this offering, we were a private company with limited accounting personnel and other resources with which to address our internal controls and procedures. However, upon completion of this offering, we will become a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, will require that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F beginning with our annual report for the fiscal year ending December 31, 2015. In addition, once we cease to be an "emerging growth company" as such term is defined in the JOBS Act, our independent registered public accounting firm may need to report on the effectiveness of our internal control over financial reporting. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, after we become a public company, our reporting obligations may place a significant strain on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation.

If we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. If we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations and lead to a decline in the trading price of our ADSs. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions. We may also be required to restate our financial statements from prior periods.

In the course of preparing our consolidated financial statements, we have identified a material weakness and other control deficiencies in our internal control over financial reporting, which, as of the date of this prospectus, have not been remediated. If we fail to maintain an effective system of internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud and investor confidence in our company and the market price of the ADSs may be adversely affected.

We will be subject to reporting obligations under the U.S. securities laws after this offering. Our reporting obligations as a public company will place a significant strain on our management, operational and financial resources and systems for the foreseeable future. Prior to this offering, we have been a private company and have had limited accounting personnel and other resources with which to address our internal control over financial reporting. In connection with the preparation and external audit of our consolidated financial statements, we and our independent registered public accounting firm identified a material weakness and other control deficiencies, each as defined in the U.S. Public Company Accounting Oversight Board Standard AU Section 325, Communications About Control Deficiencies in an Audit of Financial Statements, or AU325, in our internal control over financial reporting as of December 31, 2013. As defined in AU325, a "material weakness" is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness identified relates to insufficient accounting resources and process necessary to comply with IFRS and SEC reporting and compliance requirements. Neither we nor our independent registered public accounting firm undertook a comprehensive assessment of our internal control for purposes of identifying and reporting material weaknesses and other control deficiencies in our internal control over financial reporting as we and they will be required to do once we become a public company. In light of the material weakness and other control deficiencies that were identified as a result of the limited procedures performed, we believe it is possible that, had we performed a formal assessment of our internal control over financial reporting or had our independent registered public accounting firm performed an audit of our internal control over financial reporting, additional control deficiencies may have been identified.

We plan to take various measures to remediate such weakness and deficiencies. However, these measures may not fully address the material weakness and other control deficiencies in our internal control over financial reporting. Our failure to correct the material weakness and other control deficiencies or our failure to discover and address any other control deficiencies could result in inaccuracies in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, our business, financial condition, results of operations and prospects, as well as the trading price of our ADSs, may be materially and adversely affected. Moreover, ineffective internal control over financial reporting may significantly hinder our ability to prevent fraud.

Upon completion of this offering, we will become subject to the Sarbanes-Oxley Act of 2002, as amended, subject to exemptions we qualify for under the JOBS Act. Section 404 of the Sarbanes-Oxley Act will require that we include a report from management on the effectiveness of our internal control over financial reporting in our annual report on Form 20-F beginning with our annual report for the fiscal year ending December 31, 2015. In addition, our independent registered public accounting firm will be required to attest to the effectiveness of our internal control over financial reporting beginning with our annual report on Form 20-F following the date on which we cease to qualify as an "emerging growth company," as such term is defined in the JOBS Act, which may be up to five full fiscal years following the date of this offering. If we fail to remediate the problems identified above, our management and our independent registered public accounting firm may conclude that our internal control over financial reporting is not effective. This conclusion could adversely impact the market price of the ADSs due to a loss of investor confidence in the reliability of our reporting processes. We also expect to incur additional costs and expenses associated with our becoming a public company, including costs to prepare for our first Sarbanes-Oxley Act of 2002 Section 404 compliance testing and

additional legal and accounting costs to comply with the requirements of the Exchange Act that will apply to us as a public company.

We may become involved in costly and time-consuming litigation and other regulatory proceedings, which require significant attention from our management.

Although we are not involved in any significant litigation, administrative or arbitral proceedings, we may, in the ordinary course of our business, become involved in such proceedings. Claims may be brought against or by us from time to time regarding, for example, defective or incomplete work, defective products, personal injuries or deaths, damage to or destruction of property, breach of warranty, late completion of work, delayed payments, intellectual property rights, or regulatory compliance, and may subject us to litigation, arbitration and other legal proceedings, which may be expensive, lengthy, disruptive to normal business operations and require significant attention from our management.

If we were found to be liable on any of the claims against us, we would incur a charge against earnings to the extent a reserve had not been established for coverage. If amounts ultimately realized from the claims by us were materially lower than the balances included in our financial statements, we would incur a charge against earnings to the extent profit had already been accrued. Charges and write-downs associated with such legal proceedings could have a material adverse effect on our financial condition, results of operations and cash flow. Moreover, legal proceedings, particularly those resulting in judgments or findings against us, may harm our reputation and competitiveness in the market.

We face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.

Pursuant to the Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises, or SAT Circular 698, issued by the State Administration of Taxation, or the SAT, on December 10, 2009 with retroactive effect from January 1, 2008, where a non-PRC resident enterprise transfers the equity interests of a PRC resident enterprise indirectly via disposing of the equity interests of an overseas holding company, or an Indirect Transfer, and such overseas holding company is located in a tax jurisdiction that: (i) has an effective tax rate less than 12.5% or (ii) does not tax foreign income of its residents, the non-PRC resident enterprise, being the transferor, shall report to the relevant tax authority of the PRC resident enterprise this Indirect Transfer. Using a "substance over form" principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such Indirect Transfer may be subject to PRC withholding tax at a rate of up to 10%. SAT Circular 698 also provides that, where a non-PRC resident enterprise transfers its equity interests in a PRC resident enterprise to its related parties at a price that is not consistent with arm's length value, reducing taxable income, the relevant tax authority has the power to make a reasonable adjustment to the taxable income of the transaction.

There is uncertainty as to the application of SAT Circular 698. For example, while the term "Indirect Transfer" is not clearly defined, it is understood that the relevant PRC tax authorities have jurisdiction regarding requests for information over a wide range of foreign entities having no direct contact with China. Moreover, the relevant authority has not yet promulgated any formal provisions or formally declared or stated how to calculate the effective tax rates in foreign tax jurisdictions. In addition, there are not any formal declarations with regard to how to determine whether a foreign investor has adopted an abusive arrangement in order to reduce, avoid or defer PRC tax.

Accordingly, Tany International (Baoding) Solar Electric Co., Ltd., or Tany Baoding, as a company established in the PRC, is a PRC resident enterprise and Sky International Enterprise Group Limited, or Sky International Enterprise, as a company established in Hong Kong, may be deemed as a

non-PRC resident enterprise under SAT Circular 698. The disposal of 100% of the equity interests in Tany International (Hong Kong) Co Limited, or Tany Hong Kong, which holds 100% of the equity interests in Tany Baoding, by Sky International Enterprise to Sky Solar (HongKong) International Co. Limited on May 28, 2013 may fall into the type of transactions subject to SAT Circular 698's regulation, given that such disposal may be categorized as an "Indirect Transfer" of equity interests in a PRC resident enterprise by a non-PRC resident enterprise as defined under SAT Circular 698. Therefore, Tany Baoding may be liable to assist tax authorities in collecting such tax from Sky International Enterprise Group Limited if the transfer of equity interests in Tany Hong Kong is subject to SAT Circular 698. However, it currently unclear how the relevant PRC tax authority will implement or enforce SAT Circular 698 and whether the enterprise income tax on capital gains will be subject to any further change resulting in any adverse impact on us.

As a result, we may become at risk of being taxed under SAT Circular 698 and we may be required to expend valuable resources to comply with SAT Circular 698 or to establish that we should not be taxed under the general anti-avoidance rule of the PRC Enterprise Income Tax Law, or EIT Law, which may have adverse effect on our financial condition and results of operations or such non-resident investors' investments in us.

Our global income may become subject to PRC income tax if we are deemed to be a PRC resident enterprise for PRC tax purposes and our non-PRC shareholders may be subject to PRC tax on dividends and gain realized on our shares.

In connection with the EIT Law which came into effect on January 1, 2008, the Implementing Rules of the EIT Law, or the Implementing Rules, were enacted on December 6, 2007 and became effective on January 1, 2008. Under the EIT Law and the Implementing Rules, an enterprise established outside the PRC may be considered a "PRC resident enterprise" and be subject to PRC enterprise income tax on its global income at the rate of 25%, if its "de facto management body" is located within the PRC. Under the Implementing Rules, "de facto management body" is defined as "a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and treasury, and properties and other assets" of an enterprise incorporated outside the PRC. At present, it is unclear how the foregoing factors will be applied by the PRC tax authorities to determine whether we have a de facto management body in the PRC. Since some of our management personnel currently reside in the PRC but the majority of our turnover arises from our operations outside the PRC, there is a possibility that the PRC tax authorities could determine that we are a PRC resident enterprise, which would make us subject to PRC tax on our worldwide income at a rate of 25%. This may have an adverse effect on our financial condition and results of operation.

In addition, if we are treated as a "PRC resident enterprise" under PRC law, dividends we pay on our ADSs to non-PRC ADS holders or on our ordinary shares to non-PRC shareholders, and capital gains realized by such ADS holders or shareholders on the sale or other disposition of ADSs or ordinary shares, may be treated as PRC-source income. Accordingly, we may be required to withhold PRC income tax from dividends paid to non-PRC resident ADS holders or shareholders, and the transfer of ADSs or ordinary shares by such ADS holders or shareholders, as the case may be, may be subject to PRC income tax. Such tax on the income of non-PRC resident enterprise ADS holders or shareholders may be imposed at a rate of 10% (and may be imposed at a rate of 20% in the case of non-PRC resident individual ADS holders or shareholders), subject to the provisions of any applicable tax treaty. If we are required to withhold PRC income tax on dividends payable to our non-PRC resident ADS holders or shareholders, or if you are required to pay PRC income tax on the transfer of the ADSs, or ordinary shares, the value of your investment in our ADSs, or ordinary shares, may be materially and adversely affected.

We may not be able to adequately protect our intellectual property rights, including trademarks and know-how, which could harm our competitiveness.

We rely on a combination of trademarks and know-how to protect our intellectual properties. As of the date of this prospectus, we have two licenses granting us the right to use 30 trademarks in 23 jurisdictions, including the brand name "Sky Solar," which we believe have been vital to our competitiveness and success and for us to attract and retain our clients and business partners. We license the brand name "Sky Solar" from our executive chairman, Mr. Su. See "—We rely on licensing arrangements with entities controlled by our executive chairman, Mr. Weili Su, to use the trademark "Sky Solar." Any improper use of these trademarks by our licensor or any other third parties could materially and adversely affect our business, financial condition and results of operations." We cannot assure you that the measures we have taken will be sufficient to prevent any misappropriation of our intellectual properties.

We currently do not engage in business under the trademark "Sky Power." However, we do intend to apply for this trademark in certain jurisdictions. We anticipate that we will encounter difficulties when applying for this name and we may not be able to transact business under this name. For example, Sky Power is already registered in Canada.

Intellectual property laws and means of enforcement of intellectual property laws vary by jurisdiction. Enforcement of our intellectual property rights could be time-consuming and costly. We may not be able to immediately detect and remediate unauthorized use of our intellectual property. In the event that the measures taken by us or the protection afforded by law do not adequately safeguard our intellectual property rights, we could suffer losses in revenue and profit due to competing offerings of services that exploit our intellectual properties. Furthermore, we cannot assure that any of our intellectual property rights will not be challenged by third parties. Adverse rulings in any litigation or proceedings could result in the loss of our proprietary rights and subject us to substantial liabilities, or even disrupt our business operations.

We rely on licensing arrangements with entities controlled by our executive chairman, Mr. Weili Su, to use the trademark "Sky Solar." Any improper use of these trademarks by our licensor or any other third parties could materially and adversely affect our business, financial condition and results of operations.

Our rights to our trade names and trademarks are among the most important factor in marketing our services and operating our business. The trademark "Sky Solar," or " " in Chinese, is owned by an entity controlled by Mr. Su, our founder and the executive chairman of our board of directors and we have obtained, under a license agreement, the non-exclusive right to use this trademark so long as the trademark is valid. Under the trademark license agreement, we are required to pay 0.5% of our revenue, not exceeding RMB10 million, to this entity for the trademark license starting from 2014 at the end of each year. The trademark "Sky Solar," or " " is also used by the entity, its subsidiaries and affiliated entities, which are controlled by Mr. Su. If the entity, any of its subsidiaries or affiliated entities, or any third party uses the trade name "Sky Solar," " " or trademarks we use to develop our services and operations in ways that adversely affect such trade name or trademark, our reputation could suffer damage, which in turn could have a material adverse effect on our business, financial condition and results of operations. In addition, if for any reason, we are no longer able to use the "Sky Solar" and " " trademarks due to a dispute with the entity, or otherwise, our reputation, marketing ability, business and results of operations could be materially and adversely affected.

Fluctuations in foreign currency exchange rates may negatively affect our revenue, cost of sales, and gross margins and could result in exchange losses.

Our subsidiaries trade in their functional currencies in the course of their business operations. Our investment holding companies transact in functional currencies of their subsidiaries. Our investment holding companies have foreign financing and investing activities, which expose them to foreign

currency risk. As a result, we are subject to significant risks associated with foreign currency exchange rate fluctuations. For example, in 2013, we recorded net foreign exchange losses of US$4.1 million, primarily due to the increase in depreciation of the Japanese Yen and Czech Crown against the U.S. dollar. Changes in the value of local currencies could increase our U.S. dollar costs or reduce our U.S. dollar revenue. Any increased costs or reduced revenue as a result of foreign exchange rate fluctuations could adversely affect our profit margins. The fluctuation of foreign exchange rates also affects the value of our monetary and other assets and liabilities denominated in local currencies, primarily the euro and JPY. Generally, an appreciation of the U.S. dollar against relevant local currencies could result in a foreign exchange loss for assets denominated in such local currencies, and a foreign exchange gain for liabilities denominated in such local currencies. Conversely, a devaluation of the U.S. dollar against relevant local currencies could result in a foreign exchange gain for assets denominated in such local currencies and a foreign exchange loss for liabilities denominated in such local currencies.

We could also expand our business into emerging markets, some of which may have an uncertain regulatory environment relating to currency policy. Conducting business in such emerging markets could cause our exposure to foreign exchange rate fluctuation risks to increase. We have not entered into any hedging transactions to reduce the foreign exchange rate fluctuation risks, but may do so in the future when we deem it appropriate to do in light of the significance of such risks. However, we cannot assure you that we will be able to reduce our foreign currency risk exposure in an effective manner at reasonable costs or at all.

Our auditor, like other independent registered public accounting firms operating in China, is not permitted to be subject to inspection by Public Company Accounting Oversight Board, and as such, investors may be deprived of the benefits of such inspection.

Our independent registered public accounting firm issued the audit report included in this prospectus and will issue audit reports filed with the Securities and Exchange Commission, or the SEC, in the future.

Generally, an auditor of companies that are traded publicly in the United States is registered with the Public Company Accounting Oversight Board (United States), or PCAOB, and is required by the laws of the United States to undergo regular inspections by PCAOB to assess its compliance with the laws of the United States and professional standards. However, as our auditor is located in China, a jurisdiction where PCAOB is currently unable to conduct inspections without the approval of the PRC authorities, our auditor, like other independent registered public accounting firms operating in China, is currently not inspected by PCAOB.

Inspections of other firms outside of China conducted by PCAOB have identified deficiencies in those firms' audit procedures and quality control procedures. The inability of PCAOB to conduct inspections of independent registered public accounting firms operating in China makes it more difficult to evaluate the effectiveness of our auditor's audit procedures or quality control procedures. As a result, investors may be deprived of the benefits of PCAOB inspections.

Proceedings instituted by the SEC against five PRC-based accounting firms, including our independent registered public accounting firm, could result in financial statements being determined to not be in compliance with the requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act.

In late 2012, the SEC commenced administrative proceedings under Rule 102(e) of its Rules of Practice and also under the Sarbanes-Oxley Act of 2002 against the Chinese affiliates of the "big four" accounting firms,(including our auditors) and also against Dahua (the former BDO affiliate in China). The Rule 102(e) proceedings initiated by the SEC relate to these firms' inability to produce documents, including audit work papers, in response to the request of the SEC pursuant to Section 106 of the Sarbanes-Oxley Act of 2002, as the auditors located in the PRC are not in a position lawfully to produce documents directly to the SEC because of restrictions under PRC law and specific directives

issued by the China Securities Regulatory Commission. The issues raised by the proceedings are not specific to our auditors or to us, but affect equally all audit firms based in China and their audit clients.

In January 2014, the administrative judge reached an Initial Decision that the "big four "accounting firms should be barred from practicing before the Commission for six months. However, it is currently impossible to determine the ultimate outcome of this matter as the accounting firms have filed a Petition for Review of the Initial Decision and pending that review the effect of the Initial Decision is suspended. The SEC Commissioners will review the Initial Decision, determine whether there has been any violation and, if so, determine the appropriate remedy to be placed on these audit firms. Once such an order was made, the accounting firms would have a further right to appeal to the US Federal courts, and the effect of the order might be further stayed pending the outcome of that appeal.

Depending upon the final outcome, listed companies in the United States with major PRC administrative functions may find it difficult or impossible to retain auditors in respect of their operations in the PRC, which could result in financial statements being determined to not be in compliance with the requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, including possible delisting. As of the date of this prospectus, we have no material business operations in China and do not have to use a PRC-based audit firm. However, any negative news about the proceedings against any PRC-based audit firms may cause investor uncertainty regarding their current or past audit clients and the market price of our ADSs may be adversely affected.

The insurance industry in many parts of the world is still in an early stage of development. Insurance companies in many countries offer only limited business insurance options. As a result, we have not maintained, and generally do not maintain, full liability, hazard or other insurance covering our services, business, operations, errors, acts or omissions, personnel or properties. To the extent that we are unable to recover from others for any uninsured losses, such losses could result in a loss of capital and significant harm to our business. If any action, suit, or proceeding is brought against us and we are unable to pay a judgment rendered against us or defend ourselves against such action, suit, or proceeding, our business, financial condition and operations could be negatively affected.

There has been no public market for our ordinary shares or ADSs prior to this offering. You may not be able to sell our ADSs at or above the price you paid, or at all.

Prior to this offering, there has been no public market for our ordinary shares or ADSs. Our ADSs have been approved for listing on the [NASDAQ][NYSE]. Our ordinary shares will not be listed on any exchange or quoted for trading on any over-the-counter trading system. An active and liquid trading market for our ADSs may not develop after this offering or be sustained in the future. If an active trading market for our ADSs does not develop or is not sustained, it may be difficult for you to sell the ADSs at an attractive price, or at all. The initial public offering price for our ADSs, determined by negotiations between us and the underwriters, may bear no relationship to the market price for our ADSs after this offering. The market price of our ADSs may decline below the initial public offering price. Furthermore, if an active trading market does not develop or is not sustained, we may not be able to meet the continued listing requirements of the [NASDAQ][NYSE].

The trading prices of our ADSs may be volatile, which could result in substantial losses to investors.

The price and trading volume of our ADSs may be highly volatile and subject to wide fluctuations due to factors beyond our control. This may happen because of broad market and industry factors. The securities of some of these companies have experienced significant volatility since their initial public offerings, including, in some cases, substantial price declines in the trading prices of their securities.

The trading performances of these Chinese companies' securities after their offerings, including companies in the solar industry, may affect the attitudes of investors toward Chinese companies listed in the United States, which consequently may impact the trading performance of our ADSs, regardless of our actual operating performance. In addition, any negative news or perceptions about inadequate corporate governance practices or fraudulent accounting or other practices at other Chinese companies may also negatively affect the attitudes of investors towards Chinese companies in general, including us, regardless of whether we have engaged in such practices. In addition, securities markets may from time to time experience significant price and volume fluctuations that are not related to our operating performance, such as the large decline in share prices in the United States, China and other jurisdictions in late 2008, early 2009, the third quarter of 2011 and the second quarter of 2012, which may have a material adverse effect on the market price of our ADSs.

In addition to market factors, the price and trading volume for our ADSs may be highly volatile for factors specific to our own operations and the solar industry, including the following:

Any of these factors may result in large and sudden changes in the volume and price at which our ADSs will trade. Furthermore, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also have a material adverse effect on the market price of our ADSs.

Because we do not expect to pay dividends in the foreseeable future after this offering, you must rely on price appreciation of our ADSs for return on your investment.

We currently intend to retain most, if not all, of our available funds and any future earnings after this offering to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our ADSs as a source for any future dividend income.

Our board of directors has complete discretion as to whether to distribute dividends. Even if our board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiary, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors. Accordingly, the return on your investment in our ADSs will likely depend entirely upon any future price appreciation of our ADSs. There is no guarantee that our ADSs will appreciate in value after this offering or even maintain the price at which you purchased the ADSs. You may not realize a return on your investment in our ADSs and you may even lose your entire investment in our ADSs.

You may not receive dividends or other distributions on our ordinary shares and you may not receive any value for them, if it is illegal or impractical to make them available to you.

The depositary of our ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian receives on ordinary shares or other deposited securities underlying our ADSs, after deducting its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your ADSs represent. However, the depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any holders of ADSs. For example, it would be unlawful to make a distribution to a holder of ADSs if it consists of securities that require registration under the Securities Act but that are not properly registered or distributed under an applicable exemption from registration. The depositary may also determine that it is not feasible to distribute certain property through the mail. Additionally, the value of certain distributions may be less than the cost of mailing them. In these cases, the depositary may determine not to distribute such property. We have no obligation to register under U.S. securities laws any ADSs, ordinary shares, rights or other securities in connection with such distributions. We also have no obligation to take any other action to permit the distribution of ADSs, ordinary shares, rights or anything else to holders of ADSs. This means that you may not receive distributions we make on our ordinary shares or any value for them if it is illegal or impractical for us to make them available to you. These restrictions may cause a material decline in the value of our ADSs.

Because the initial public offering price of our ADSs is substantially higher than our pro forma net tangible book value per ADS, you will incur immediate and substantial dilution.

If you purchase ADSs in this offering, you will pay more for your ADSs than the amount paid by our existing shareholders for their ordinary shares on a per ADS basis. As a result, you will experience immediate and substantial dilution of approximately US$ per ADS (assuming no exercise by the underwriters of the option to acquire additional ADSs), representing the difference between our pro forma net tangible book value per ADS as of , 2014, after giving effect to this offering and the initial public offering price of US$ per ADS, the mid-point of the estimated price range set forth on the cover of this prospectus. In addition, you may experience further dilution to the extent that the underwriters exercise the option to acquire additional ADSs or our ordinary shares are issued upon the exercise of outstanding or to-be-issued share options. See "Dilution" for a more complete description of how the value of your investment in our ADSs will be diluted upon completion of this offering.

Substantial future sales or perceived sales of our ADSs in the public market could cause the price of our ADSs to decline.

Sales of substantial amount of our ADSs or ordinary shares in the public market after this offering, or the perception that these sales could occur, could cause the market price of our ADSs to decline. Upon completion of this offering, we will have ordinary shares outstanding, including ordinary shares represented by ADSs. All ADSs sold in this offering will be freely transferable without restriction or additional registration under the Securities Act of 1933, as amended, or the Securities Act. [The remaining ordinary shares outstanding after this offering will be available for sale, upon the expiration of the 180-day lock-up period beginning from the date of this prospectus], subject to volume and other restrictions as applicable under Rule 144 and Rule 701 under the Securities Act. Any or all of these shares (other than those held by certain option holders) may be released prior to expiration of the lock-up period at the discretion of the underwriters at any time, subject to applicable regulations of the Financial Industry Regulatory Authority, Inc. In addition, ordinary shares underlying our outstanding options as of the closing of this offering will become eligible for sale in the public market to the extent permitted by the provisions of various vesting agreements, the lock-up agreements and Rules 144 and 701 under the Securities Act. We may also issue additional options in the future which may be exercised for additional ordinary shares. We

cannot predict what effect, if any, market sales of securities held by our significant shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of our ADSs. See "Underwriting" and "Shares Eligible for Future Sale" for a more detailed description of the restrictions on selling our securities after this offering.

Our articles of association contain anti-takeover provisions that could have a material and adverse effect on the rights of holders of our ordinary shares and ADSs.

We will adopt our amended and restated articles of association that will become effective immediately upon completion of this offering. Our new articles of association limit the ability of others to acquire control of our company or cause us to engage in change-of-control transactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction. For example, our board of directors has the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix their designations, powers, preferences, privileges, and relative participating, optional or special rights and the qualifications, limitations or restrictions, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares, in the form of ADS or otherwise. Preferred shares could be issued quickly with terms calculated to delay or prevent a change in control of our company or make removal of management more difficult. If our board of directors decides to issue preferred shares, the price of our ADSs may fall and the voting and other rights of the holders of our ordinary shares and ADSs may be materially and adversely affected.

There can be no assurance on the accuracy or completeness of certain facts, forecasts and other statistics obtained from various government publications, market data providers and other independent third party sources, including the industry expert report, contained in this prospectus.

Certain facts, forecasts and other statistics relating to the various countries and regions and the solar industry contained in this prospectus have been derived from various government publications, market data providers and other third party sources, including Solarbuzz, an industry expert. While we have no reason to believe that such information is false or misleading or that any fact has been omitted that would render such information false or misleading, we cannot guarantee the accuracy and completeness of such information. While we have taken reasonable care to ensure that such facts, forecasts and other statistics have been accurately reproduced from their respective sources, these facts, forecasts and other statistics have not been independently verified by us, the underwriters, our respective directors and advisers or any other parties involved in this offering and none of us make any representation as to the accuracy or completeness of such information. Due to possibly flawed or ineffective collection methods or discrepancies between published information and market practice and other problems, the facts, forecasts and statistics contained herein may be inaccurate or may not be comparable to information produced by other parties. Therefore investors should give consideration as to how much weight or importance they should attach to or place on such facts, forecasts or statistics and in all cases, such information should not be unduly relied upon.

Holders of ADSs have fewer rights than shareholders and must act through the depositary to exercise those rights.

Holders of ADSs do not have the same rights as our shareholders and may only exercise the voting rights with respect to the underlying ordinary shares in accordance with the provisions of the deposit agreement. Under our amended and restated articles of association, the minimum notice period required to convene a general meeting is seven days. When a general meeting is convened, you may not receive sufficient notice of a shareholders' meeting to permit you to withdraw your ordinary shares to allow you to cast your vote with respect to any specific matter. In addition, the depositary and its

agents may not be able to send voting instructions to you or carry out your voting instructions in a timely manner. We will make all reasonable efforts to cause the depositary to extend voting rights to you in a timely manner, but you may not receive the voting materials in time to ensure that you can instruct the depositary to vote your ADSs. Furthermore, the depositary and its agents will not be responsible for any failure to carry out any instructions to vote, for the manner in which any vote is cast or for the effect of any such vote. As a result, you may not be able to exercise your right to vote and you may lack recourse if your ADSs are not voted as you requested. In addition, in your capacity as an ADS holder, you will not be able to call a shareholders' meeting.

Our corporate actions are substantially controlled by our executive officers, directors, principal shareholders and affiliated entities, and their interests may not be aligned with our other shareholders.

After this offering, our executive officers, directors, principal shareholders and their affiliated entities will beneficially own approximately % of our outstanding shares. Our executive officers have granted our executive chairman, Mr. Weili Su, an irrevocable proxy, with full power of substitution and resubstitution, to vote on their behalf in our elections. Mr. Su has the ability to vote or the proxy to vote 54.4% of our outstanding shares. As a result, Mr. Su exerts substantial influence over matters requiring approval by our shareholders, including electing directors and approving mergers or other business combination transactions and he may not act in the best interests of other shareholders. This concentration of ownership may also discourage, delay or prevent a change in control of our company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of our ADSs. These actions may be taken even if they are opposed by our other shareholders, including you. In addition, the interests of these shareholders may not be aligned with the interests of our other shareholders. For example, our principal shareholders, Mr. Weili Su controls the "Sky Solar" and " " trademarks licensed to us, and holds solar parks in Greece and China under the "Sky Solar" and " " brand that are not part of our company. Without their consents, we could be prevented from entering into transactions that could be beneficial to us or they could pursue opportunities that are competitive with our business or prevent us from continuing to use the trademark. In particular, since one of our business strategies is to continue expanding our operations into new markets, including China, where our founder, Mr. Su, currently owns a number of solar power businesses, the interests of our company may not be aligned with those of Mr. Su given his additional business and investment activities. Moreover, as of the date of this prospectus, we have not entered into any non-competition agreements with Mr. Su with regard to China or any other market. Although Mr. Su has fiduciary obligations to our company as a director, his interests may not always be aligned with the interests of our other shareholders, nor can we assure you that we will not enter into business activities that compete with those of Mr. Su or companies in which he has an interest in the future.

The depositary for our ADSs may give us a discretionary proxy to vote the ordinary shares underlying your ADSs if you do not vote at shareholders' meetings, which could adversely affect your interests.

Under the deposit agreement for our ADSs, if we asked for your voting instructions but the depositary does not receive your instructions by the cut-off date specified in the related notice, the depositary will give us a discretionary proxy to vote the ordinary shares underlying your ADSs as to all matters at the shareholders' meeting unless:

The effect of this discretionary proxy is that if you do not vote at shareholders' meetings, you cannot prevent the ordinary shares underlying your ADSs from being voted, except under the circumstances described above. This may make it more difficult for shareholders to influence the management of our company. Holders of our ordinary shares are not subject to this discretionary proxy.

Your ADSs are transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from time to time when it deems expedient in connection with the performance of its duties. In addition, the depositary may refuse to deliver, transfer or register transfers of ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary deem it advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason.

You may face difficulties in protecting your interests and your ability to protect your rights through the U.S. federal courts may be limited.

We are an exempted company with limited liability incorporated under the laws of the Cayman Islands. Most of our business operations are located outside the United States. A substantial majority of our directors and a substantial majority of our senior management team are residing outside of the United States, and a substantial portion of their assets are located outside of the United States. As a result, it may be difficult or impossible for you to bring an original action against us or against these individuals in a U.S. court in the event that you believe that your rights have been infringed under the U.S. federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of China may render you unable to enforce a judgment against our assets or the assets of our directors and officers located in those jurisdictions. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will generally recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits. In addition, China does not have any treaties or other agreements that provide for reciprocal recognition and enforcement of foreign judgments with the United States. For more information regarding the relevant laws of the Cayman Islands and China, see "Enforceability of Civil Liabilities."

Our corporate affairs are governed by our memorandum and articles of association and by the Companies Law (2013 Revision) and common law of the Cayman Islands. The rights of shareholders to take legal action against our directors and us, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in the United States. In particular, the Cayman Islands have a less developed body of securities laws as compared to the United States, and provide significantly less protection to investors. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action before the federal courts of the United States. As a result, your ability to protect your interests if you are harmed in a manner that would otherwise enable you to sue in a United States federal court may be limited to direct shareholder lawsuits.

Shareholders of Cayman Islands exempted companies such as ourselves have no general rights under Cayman Islands law to inspect corporate records and accounts or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our amended and restated

articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest.

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests through actions against our management, directors or major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.

We have considerable discretion in the application of the net proceeds from this offering and we may use these proceeds in ways with which you may not agree.

We have not determined a specific use for a portion of the net proceeds of this offering. Our management will have considerable discretion in the application of these proceeds to be received by us. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. You must rely on the judgment of our management regarding the application of the net proceeds of this offering. The net proceeds may be used for corporate or other purposes with which you do not agree or that do not improve our profitability or increase our ADS price. The net proceeds from this offering may also be placed in investments that do not produce income or that lose value.

We will rely on the foreign private issuer exemption from most of the corporate governance requirements under the [NASDAQ Global Market Listing Rules][New York Stock Exchange Listed Company Manual].

We are exempt from certain corporate governance requirements of the [NASDAQ][NYSE] by virtue of being a foreign private issuer. We are required to provide a brief description of the significant differences between our corporate governance practices and the corporate governance practices required to be followed by U.S. domestic companies under the [NASDAQ][NYSE] listing rules. The standards applicable to us are considerably different than the standards applied to U.S. domestic issuers. The significantly different standards applicable to us do not require us to:

We are not required to and will not voluntarily meet these requirements. As a result of our use of the "foreign private issuer" exemptions, you will not have the same protection afforded to shareholders of companies that are subject to all of the [NASDAQ][NYSE]'s corporate governance requirements. For a description of the material corporate governance differences between the [NASDAQ][NYSE] requirements and Cayman Islands law, see "Description of Share Capital—Differences in Corporate Law."

We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an "emerging growth company".

We expect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time-consuming and costly. After we are no longer an "emerging growth company," we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other rules and regulations of the SEC. For example, as a result of becoming a public company, we will need to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We also expect that operating as a public company will make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

In the past, shareholders of a public company often brought securities class action suits against the company following periods of instability in the market price of that company's securities. If we were involved in a class action suit, it could divert a significant amount of our management's attention and other resources from our business and operations, which could harm our results of operations and require us to incur significant expenses to defend the suit. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

We are a "foreign private issuer," and our disclosure obligations differ from those of U.S. domestic reporting companies. As a result, we may not provide you the same information as U.S. domestic reporting companies or we may provide information at different times, which may make it more difficult for you to evaluate our performance and prospects.

We are a foreign private issuer and, as a result, we are not subject to the same requirements as U.S. domestic issuers. Under the Exchange Act, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies. For example, we will not be required to issue quarterly reports or proxy statements. We will not be required to disclose detailed individual executive compensation information. Furthermore, our directors and

executive officers will not be required to report equity holdings under Section 16 of the Exchange Act and will not be subject to the insider short-swing profit disclosure and recovery regime.

As a foreign private issuer, we will also be exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are meant to ensure that select groups of investors are not privy to specific information about an issuer before other investors. However, we will still be subject to the anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5 under the Exchange Act. Since many of the disclosure obligations imposed on us as a foreign private issuer differ from those imposed on U.S. domestic reporting companies, you should not expect to receive the same information about us and at the same time as the information provided by U.S. domestic reporting companies.

We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.

We are an "emerging growth company," as defined in the JOBS Act, and we may take advantage of certain exemptions from various requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2012 for so long as we are an emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important.

We may be or become a passive foreign investment company for U.S. federal income tax purposes, which could result in adverse U.S. federal income tax consequences to U.S. investors in our ADSs or ordinary shares.

A non-U.S. corporation will be a passive foreign investment company, or PFIC, for any taxable year in which (1) at least 75% of its gross income is passive income or (2) at least 50% of the value (based on an average of quarterly values) of its assets is attributable to assets that produce or are held for the production of passive income. If we are classified as a PFIC, our ADSs or ordinary shares will continue to be treated as shares in a PFIC for all succeeding years during which a U.S. Holder holds our ADSs or ordinary shares, unless we cease to be a PFIC and the U.S. Holder makes certain elections with respect to the ADSs or ordinary shares.

Based on the current and projected composition of our income and value of our assets, we do not currently expect to be a PFIC for our current taxable year ending December 31, 2014 or the foreseeable future. However, a separate determination must be made at the close of each taxable year as to whether we are a PFIC for such year. In addition, our PFIC status will depend upon the composition of our income and assets from time to time, including the value of our ADSs at any such time. Our PFIC status will also depend, in part, on how, and how quickly, we spend the cash we raise in this offering. Accordingly, there can be no assurance that we will not be a PFIC for our current taxable year or any future taxable year. If we were treated as a PFIC for any taxable year during which a U.S. Holder (as defined in "Taxation—United States Federal Income Taxation") holds our ADSs or ordinary shares, certain adverse U.S. federal income tax consequences and additional reporting requirements could apply to that U.S. Holder. You are urged to consult your tax advisor regarding our possible status as a PFIC. See "Taxation—United States Federal Income Taxation—Passive Foreign Investment Company."

This prospectus contains forward looking statements that relate to our current expectations and views of future events. The forward looking statements are contained principally in the sections entitled "Prospectus Summary," "Risk Factors," "Use of Proceeds," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Industry" and "Business." These statements relate to events that involve known and unknown risks, uncertainties and other factors, including those listed under "Risk Factors," which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward looking statements.

In some cases, these forward looking statements can be identified by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "likely to" or other similar expressions. We have based these forward looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs, including our disclosed estimates regarding our future pipeline under construction and in pipeline. These forward looking statements involve risks, uncertainties and assumptions related to, among other things:

The forward looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect

the occurrence of unanticipated events. You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from and worse than what we expect. Other sections of this prospectus include additional factors that could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of our forward-looking statements by these cautionary statements.

We estimate that we will receive net proceeds from this offering of approximately US$ million. These estimates are based upon an assumed initial offering price of US$ per ADS, the midpoint of the estimated range of the initial public offering price as set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts, commissions and estimated aggregate offering expenses payable by us and assuming no exercise of the underwriters' option to purchase additional ADSs and no other change to the number of ADSs offered by us as set forth on the cover page of this prospectus. A US$1.00 increase (decrease) in the assumed initial public offering price of US$ per ADS would increase (decrease) the net proceeds to us from this offering by US$ million.

We intend to use the net proceeds we receive from this offering for the following purposes:

We intend for the balance to be used for general corporate purposes, including working capital needs, potential strategic investments and other business opportunities.

We do not currently have any agreements or memorandum of understandings to make any material acquisitions of, or investments in, other businesses, products or technologies.

The foregoing use of our net proceeds from this offering represents our current intentions based upon our present plans and business condition. The amounts and timing of any expenditure will vary depending on the amount of cash generated by our operations, competitive and technological developments and the rate of growth, if any, of our business. Accordingly, our management will have significant discretion in the allocation of the net proceeds we will receive from this offering. Depending on future events and other changes in the business climate, we may determine at a later time to use the net proceeds for different purposes.

Pending the use of the net proceeds, we intend to hold our net proceeds in short-term, interest-bearing debt instruments or demand deposits.

[We will not receive any of the proceeds from the sale of the ADSs by the selling shareholders.]

We have not and do not intend to declare or pay any dividends on our ordinary shares in the near future. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business. Any determination to pay dividends in the future will be made at the discretion of our board of directors and will depend on our results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems relevant.

Our board of directors has complete discretion on whether to pay dividends, subject to the approval of our shareholders. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant. If we pay any dividends, we will pay our ADS holders to the same extent as holders of our ordinary shares, subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. See "Description of American Depositary Shares." Cash dividends on our ordinary shares, if any, will be paid in U.S. dollars.

Sky Power Group Ltd. is currently our parent company and has issued one ordinary share in total. Upon completion of this initial public offering, all of the outstanding preferred shares of Sky Power Group Ltd. will be converted into 69,569,105 of its ordinary shares; all of the convertible notes issued by Sky Power Group Ltd. will be converted into 32,028,452 of its ordinary shares. In addition, Sky Power Group Ltd. will split the ordinary share that it owns in our company and distribute all such split ordinary shares to its shareholders in proportion to their shareholdings in Sky Power Group Ltd., or the Share Distribution. Upon completion of the Share Distribution, shareholders of Sky Power Group Ltd. will become our direct shareholders, holding direct interests in our ordinary shares proportionate to their previous indirect interests.

The as adjusted information below is illustrative only and our capitalization following the completion of this offering is subject to adjustment based on the initial public offering price of the ADSs and other terms of this offering determined at pricing. You should read this table in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes included elsewhere in this prospectus.

In the first quarter of 2014, we received an aggregate of US$5.0 million shareholder loan from our parent company Sky Power Group Ltd. Sky Power Group Ltd. has undertaken not to demand repayment of the loan until we are in a financial position to repay.

If you invest in our ADSs, your interest will be diluted to the extent of the difference between the initial public offering price per ADS and our net tangible book value per ADS after this offering. Dilution results from the fact that the initial public offering price per ordinary share is substantially in excess of the book value per ordinary share attributable to the existing shareholders for our presently outstanding ordinary shares.

Our net tangible book value as of December 31, 2013 was approximately US$ million, or US$ per ordinary share and US$ per ADS. Net tangible book value represents the amount of our total consolidated tangible assets, minus the amount of our total consolidated liabilities. Without taking into account any other changes in such net tangible book value after December 31, 2013, other than to give effect to our sale of the ADSs offered in this offering at the assumed initial public offering price of US$ per ADS, the midpoint of the estimated range of the initial public offering price as set forth on the cover page of this prospectus, and after deduction of underwriting discounts, commissions and estimated offering expenses of this offering payable by us, our adjusted net tangible book value as of December 31, 2013 would have increased to US$ million or US$ per ordinary share and US$ per ADS. This represents an immediate increase in net tangible book value of US$ per ordinary share and US$ per ADS, to the existing shareholder and an immediate dilution in net tangible book value of US$ per ordinary share and US$ per ADS, to investors purchasing ADSs in this offering. The following table illustrates such per share dilution:

A US$1.00 increase (decrease) in the assumed initial public offering price of US$ per ADS would increase (decrease) our net tangible book value after giving effect to the offering by US$ million, or by US$ per ordinary share and by US$ per ADS, assuming no change to the number of ADSs offered by us as set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and other expenses of the offering. The information discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of our ADSs and other terms of this offering determined at pricing.

The following table summarizes the differences between existing shareholders and the new investors with respect to the number of ordinary shares (in the form of ADSs or shares) purchased from us, the total consideration paid and the average price per ordinary share and per ADS. In the case of ADSs purchased by new investors, the consideration and price amounts are paid before deducting estimated underwriting discounts and commissions and estimated offering expenses, assuming an initial public offering price of US$ per ADS, the midpoint of the estimated range of the initial public offering price. The total number of ordinary shares in the following table does not include ordinary shares underlying the ADSs issuable upon exercise of the option to purchase additional ADSs granted to the underwriters. The information in the following table is illustrative only and the total consideration paid and the average price per ordinary share and per ADS for new investors is subject

to adjustment based on the actual initial public offering price of our ADSs and other terms of this offering determined at pricing.

A US$1.00 increase (decrease) in the assumed initial public offering price of US$ per ADS would increase (decrease) total consideration paid by new investors, total consideration paid by all shareholders and the average price per ADS paid by all shareholders by US$ million, US$ million and US$ , respectively, assuming no change in the number of ADSs sold by us as set forth on the cover page of this prospectus and without deducting underwriting discounts and commissions and other expenses of the offering.

The dilution to new investors will be US$ per ordinary share and US$ per ADS, if the underwriters exercise in full their option to purchase additional ADSs.

The discussion and tables above also do not take into consideration any outstanding share options. As of the date of this prospectus, there were ordinary shares underlying granted but not yet vested options to purchase ordinary shares, at an exercise price of US$ . To the extent that any of these options are exercised, there will be further dilution to new investors.

We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability. We are incorporated in the Cayman Islands because of certain benefits associated with being a Cayman Islands corporation, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, the Cayman Islands have a less developed body of securities laws as compared to the United States and provide protections for investors to a significantly lesser extent. In addition, Cayman Islands companies do not have standing to sue before the federal courts of the United States.

Substantially all of our assets are located outside the United States. In addition, a majority of our directors and officers are nationals or residents of jurisdictions other than the United States and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. It may also be difficult for you to enforce in U.S. courts judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us, our officers and directors.

We have appointed CT Corporation System, as our agent to receive service of process with respect to any action brought against us in the United States District Court for the Southern District of New York under the federal securities laws of the United States or of any state in the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York under the securities laws of the State of New York.

Conyers Dill & Pearman (Cayman) Limited, our counsel as to Cayman Islands law, have advised us that there is uncertainty as to whether the courts of the Cayman Islands would (1) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, or (2) entertain original actions brought in the Cayman Islands against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

Conyers Dill & Pearman (Cayman) Limited have informed us that the uncertainty with regard to Cayman Islands law relates to whether a judgment obtained from the U.S. courts under civil liability provisions of the securities law will be determined by the courts of the Cayman Islands as penal or punitive in nature. The courts of the Cayman Islands may not recognize or enforce such judgments against a Cayman company, and because such a determination has not yet been made by a court of the Cayman Islands, it is uncertain whether such civil liability judgments from U.S. courts would be enforceable in the Cayman Islands. Conyers Dill & Pearman has further advised us that the courts of the Cayman Islands would recognize a final and conclusive judgment in the federal or state courts of the United States under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) or, in certain circumstances, an in personam judgment for non-monetary relief, and would give a judgment based thereon provided that and would give a judgment based thereon provided that (a) such courts had proper jurisdiction over the parties subject to such judgment; (b) such courts did not contravene the rules of natural justice of the Cayman Islands; (c) such judgment was not obtained by fraud; (d) the enforcement of the judgment would not be contrary to the public policy of the Cayman Islands; (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands.

Dacheng Law Offices, our PRC legal counsel, has advised us that there is uncertainty as to whether the courts of China would: (1) enforce judgments of the United States courts obtained against directors and senior management located in China, predicated upon the civil liability provisions of the federal securities laws of the United States; or (2) entertain original actions brought in the courts of China against directors and senior management located in China, predicated upon the civil liability provisions of the federal securities laws of the United States or the securities laws of any state or territory within the United States. With regard to the above, Dacheng Law Offices has also advised us that China does not have treaties for the reciprocal enforcement of judgments with the United States.

We are a Cayman Islands holding company and conduct all of our business through our investment holding subsidiaries and operating subsidiaries in various countries around the world. In 2008, our founder and executive chairman, Mr. Weili Su, already a successful businessman and co-founder of a solar company in China, made investments in Europe and began to develop renewable energy power parks in Germany, the Czech Republic and Spain. Beginning 2009, he expanded his investments to Japan, Canada and the United States, focusing on the construction and operation of solar parks. A number of these ventures became part of our current operations.

In 2009, Mr. Su incorporated Sky Solar Holdings Co., Ltd., or Sky Solar Holdings, in the Cayman Islands as a vehicle to consolidate his interests in various ventures involving solar parks and to facilitate capital-raising activities. Sky Solar Holdings was the immediate holding company of Sky Solar Power Ltd., a limited liability company incorporated in the British Virgin Islands before our establishment. On August 19, 2013, in order to facilitate the listing of his business, Mr. Su incorporated our Company as the listing vehicle and concurrently we became the holding company of Sky Solar Power Ltd. The immediate holding company of our Company is Sky Power Group Ltd., which was incorporated on June 24, 2013 as an exempted company with limited liability in the Cayman Islands.

This legal reorganization, whereby the Company and Sky Power Group Ltd. were established as intermediate entities between Sky Solar Holdings and Sky Solar Power Ltd., through one-to-one share swap, has been accounted for as a reorganization of entities under common control. Through this reorganization, our Company now owns substantially all of the business operations previously held by Sky Solar Holdings.

The following chart illustrates the principal entities in our current corporate structure:

Entity	Place of Incorporation	Function

Sky Solar Power Ltd.	British Virgin Islands	Investment holding entity
Sky International Enterprise Group Limited	Hong Kong	Investment holding entity
Sky Solar Energy S.à.r.l.	Luxembourg	Investment holding entity
Sky Capital Europe S.à.r.l.	Luxembourg	Investment holding entity
Sky Capital Advisory GmbH	Germany	Investment holding entity holding four operating subsidiaries that are principally engaged in O&M services for PV projects, trading in solar components and engineering services
Moktap Holdings Limited	Cyprus	Investment holding entity holding three operating subsidiaries that are principally engaged in the investment, construction, financing and holding of solar parks
Sky Solar Japan Kabushiki Kaisha	Japan	Investment holding entity holding eight operating subsidiaries that are principally engaged in electricity, wind power, solar power and property management businesses
Sky Solar Iberica S.L.	Spain	Operating entity engaged in the construction of pipeline and provision of EPC services
Sky Development Renewable Energy Resources S.A.	Greece	Operating entity engaged in the construction, installation and management of renewable energy solar parks
Sky Solar Bulgaria Co EOOD	Bulgaria	Operating entity, together with its 16 subsidiaries, engaged in the construction of solar parks and production and trading of solar equipment as well as management of solar parks.
Sky Solar (Canada) Ltd.	Canada	Operating entity, together with its seven subsidiaries, engaged in the development, construction and sale of solar power generation facilities
Danoni LN s.r.o.	Czech Republic	Project holding company for solar parks
Solar Holysov s.r.o.	Czech Republic	Project holding company for solar parks
Gran Solar Cubiertas 3 S.L.U.	Spain	Project holding company for solar parks
Gran Solar Cubierta 7 S.L.U.	Spain	Project holding company for solar parks

The following selected consolidated statements of profit or loss and comprehensive income data (expense) for the years ended December 31, 2011, 2012 and 2013 and the selected consolidated statements of financial position data as of December 31, 2011, 2012 and 2013 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. Our audited consolidated financial statements are prepared and presented in accordance with International Financial Reporting Standards, or IFRS issued by International Accounting Standards Board.

Our historical results for any period are not necessarily indicative of results to be expected for any future period. You should read the following selected consolidated financial data in conjunction with the consolidated financial statements and related notes and the information under "Management's Discussion and Analysis of Financial Condition and Results of Operations," both of which are included elsewhere in this prospectus. As an "emerging growth company" as defined in the JOBS Act and in reliance on the exemptions thereunder, we have included full-year financial information only as of and for the years ended December 31, 2011, 2012 and 2013.

Selected Consolidated Statements of Profit or Loss and other Comprehensive Income (Expense)

	Year Ended December 31,

	2011			2012			2013
	(US$ in thousands)			(US$ in thousands)			(US$ in thousands)
Revenue		83,127			203,757			36,457
Cost of sales and services		(59,148	)		(142,433	)		(29,270	)


Gross profit		23,979			61,324			7,187
Impairment loss on IPP solar parks		—			—			(21,645	)
Impairment loss on receivables		(182	)		(629	)		(3,521	)
Selling expenses		(488	)		(635	)		(848	)
Administrative expenses		(15,293	)		(24,007	)		(25,030	)
Other operating income		1,574			789			484


Profit (loss) from operations		9,590			36,842			(43,373	)
Investment income		514			955			960
Other gains and losses		(770	)		(1,570	)		(3,488	)
Finance costs		(138	)		(1,132	)		(2,352	)
Other expenses		—			(1,600	)		(2,266	)
Share of losses of associates		(114	)		—			—


Profit (loss) before taxation		9,082			33,495			(50,519	)
Income tax expense		(1,991	)		(6,630	)		(3,372	)


Profit (loss) for the year		7,091			26,865			(53,891	)




Other comprehensive income (expense) that may be subsequently reclassified to profit or loss:
Exchange differences on translation of financial statements of foreign operations		(2,878	)		1,031			(352	)


Total comprehensive income (expense) for the year		4,213			27,896			(54,243	)




Earnings (loss) per share—Basic		7,091			26,865			(53,801	)




Earnings (loss) per share—Diluted		7,091			26,865			(53,801	)




Other Financial Data:
Adjusted EBITDA⁽¹⁾		16,480			46,025			(19,821	)

financial results. The following table presents a reconciliation of EBITDA to net income (loss), the most directly comparable IFRS measure, for each of the periods indicated:

	As of and for the Year Ended December 31,

	2011		2012		2013
	(US$ in thousands)
Profit (loss) for the year		7,091		26,865		(53,891	)


Adjustments:
Income tax expense		1,991		6,630		3,372
Depreciation of property, plant and equipment		331		305		283
Depreciation of Solar parks		—		2,474		4,395
Amortization		35		100		101
Share-based payment charged into profit or loss		8,128		7,352		4,576
Interest expenses		138		1,132		2,352
Impairment loss on IPP solar parks		—		—		21,645
Impairment loss on receivables		182		629		3,521
IPO expenses		—		1,537		1,608


Adjusted EBITDA		17,896		45,487		(12,038	)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the section entitled "Selected Consolidated Financial Data" and our consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under "Risk Factors" and elsewhere in this prospectus.

We have successfully developed and operated solar parks on a global basis. Since we began our business in 2009, we have focused on downstream services for the development, construction and operation of solar parks. As of the date of this prospectus, we have completed 183 solar parks globally with an aggregate capacity of 174.3 MW: under our Pipeline + EPC revenue model, we sold permits and provided engineering, procurement and construction services for 99.8 MW of solar parks; under our BT model, we built and sold commercially operating solar parks totaling 27.1 MW; the remaining 47.4 MW is owned and operated by Sky Solar or our affiliates, as IPPs.

We primarily derive revenue from Pipeline + EPC, BT and IPP solar parks and historically have generated additional revenue by selling PV modules we purchased from third-party manufacturers. We have been strategically reducing our Pipeline + EPC services and BT businesses in favor of our IPP business. Our Pipeline+EPC services and BT solar parks were sold to investor-owned utilities, independent power developers and producers, commercial and industrial companies, and other solar system owners who purchase completed solar parks or EPC services. Our IPP solar parks generate recurring revenue by selling electricity to the power grid over the operational lifetime of the solar parks. We began to derive a majority of revenue from IPP solar parks in the fourth quarter of 2013.

Our operations have historically been focused on Greece, Bulgaria, Canada, Japan and the Czech Republic. We also derived revenue from Germany, Spain and Italy. As a result of the reductions of government incentives for the PV industry in Europe, we do not expect these to be amongst our primary target markets in the near future. We plan to expand our business operations from our current markets in Europe, Japan and North America to emerging solar energy markets such as China, Latin America, South Africa and Southeast Asia. We expect such expansion to further diversify our revenue base internationally.

We believe the most significant factors that directly or indirectly affect our overall growth, financial performance and results of operations include:

Our revenue and profitability depend substantially on the demand for solar parks, which is driven by the economics of these systems, including the availability and size of government subsidies and economic incentives, as well as environmental concerns, energy demand, government support and cost improvements in solar power. According to Solarbuzz, the world PV market in terms of new annual installations grew at a CAGR of 65% from 2007 to 2012. Under Solarbuzz's "Most Likely" scenario, the world PV market in terms of annual installations is expected to grow from 29.0 GW in 2012 to 66.0 GW in 2017, representing a five-year CAGR of 18%, providing PV project developers like us with significant opportunities to continue to grow our business.

A number of markets in the PV industry continue to be affected by government subsidies and economic incentives. A number of countries have introduced highly favorable FIT regimes. For example, Japan, which has a high demand for power and low domestic natural resources reserves, faces very high energy costs. As a result, the Japanese government has introduced an attractive FIT regime to encourage the development of solar parks. Other countries, such as Greece, Bulgaria, the Czech Republic and Germany, have reduced their support for the PV industry in light of the global economic crisis. While governments generally aim to ratchet down PV subsidies over time to reflect the generally decreasing system costs of solar parks, this decrease is often accompanied by the increasing efficiency of PV systems. We have shifted our focus away from countries with less favorable subsidy regimes to countries with more favorable subsidy regimes and growth potential.

In the long term, as PV technology advances and average systems costs of solar parks decrease, the spot market price of electricity in a growing number of countries is sufficiently high that solar parks can be economically developed without the need for government subsidies, a condition known as "grid parity". As the PV industry becomes more competitive against other forms of energy and increasing grid parity drives increased demand for solar parks, we expect our costs of sales to decrease and our revenue and profitability to increase. In light of these favorable conditions and our increased access to financing, we will continue to increase the proportion of solar parks that we own and operate as IPP solar parks. In the fourth quarter of 2013, IPP solar parks have been our largest revenue stream.

We require large capital investments to expand our project pipeline. Historically, apart from bank borrowing, shareholder contributions and our own operating cash flows, we have relied on financing for the construction of large solar parks, including project financing, pre-financing agreements with off-takers and supply-chain financing. Construction costs are funded by our working capital and bank loans. We generally negotiate favorable credit terms with our equipment suppliers or EPC contractor, such that payment is not due until several months following the completion of construction and connection. Following connection, we typically pledge solar park assets and raise debt financing in order to optimize the project's capital structure, pay our contractors and replenish our working capital. Such debt financing usually have a term of over 15 years.

As an international PV project developer with a strong track record, we have received financing from a number of global financial institutions. See "Business—PV Project Financing". Project financing

for our solar parks is typically obtained from local banks in countries with well-developed appetite for renewable energy investments, such as the Czech Republic, the United States, Canada, Japan, Spain and South Africa. For solar parks in countries with more constrained access to local debt financing, such as Eastern Europe, Latin America and other emerging markets, we seek to arrange debt financing by leveraging our strong relationships with international financing sources. We have also established affiliates with other entities who provide financing or guarantees to the affiliate to assist with long-term debt financing.

As our business continues to grow and as we develop solar parks as an IPP, our success depends on securing sufficient amounts of financing on suitable terms within the time periods required. We expect to incur significantly more borrowings from banks or other institutions. Fluctuations in interest rates may impact our cost of financing and affect our financial condition and results of operations.

We have historically developed solar parks and derived revenue from three revenue models. Under our Pipeline + EPC business, we sell permits and provide EPC services. Under our BT business, we sell commercially operating solar parks. Under our IPP business, we own and operate solar parks and generate revenue from selling electricity. The revenue model we utilize affects our revenue, profitability and capital requirements.

In 2011, 2012 and 2013, we derived 77.1%, 88.5% and 48.0% of our total revenue from our Pipeline + EPC for the respective periods. We derived our Pipeline + EPC revenue primarily from our affiliates, which, in aggregate, represented 58.7%, 65.5% and 3.3% of our revenue in 2011, 2012 and 2013, respectively.

In early 2013, we began to shift our strategy from developing Pipeline + EPC and BT business to IPP business in order to internalize more value from project development and drive recurring revenue and cash flow. Most of the PPAs for our IPP solar parks fix the feed-in tariff for our IPP solar parks for 20 years. We expect to generate attractive long-term returns and stable cash flows from IPP solar parks. IPP solar parks also require large amounts of initial capital investment and strong financing capabilities.

In the fourth quarter of 2013, we derived a majority of our revenue from selling electricity to the power grid as an IPP. In 2012 and 2013, we derived 2.2% and 22.0% from electricity sales from IPP solar parks, respectively. As we grow our IPP business, we will also increase the number of our IPP solar parks. The carrying value of our IPP solar parks was US$43.4 million and US$119.5 million as of December 31, 2012 and 2013, respectively.

Although we intend to focus on developing IPP solar parks, we will continue to develop Pipeline + EPC and BT solar parks from time to time to take advantage of attractive market opportunities. As a result, we may generate more of our revenues from the one-time sale of solar parks for certain periods.

Our results of operations and profitability may also be affected by our project mix in terms of the geographic locations of our solar parks, as different countries tend to have different regulatory regimes and investment return profiles. We generally expect higher gross margins in countries with high FIT, such as Japan and Canada. In addition, our cost of financing depends on the rates of return on other assets in the respective markets. Investors from countries with high liquidity and low interest rates, such as Japan, are generally willing to accept single-digit rates of return on our solar parks, which should allow us to sell our solar parks for higher prices and higher margins.

See "Risk Factors—Risks Relating to our Business and Industry—Our limited operating history, especially with large-scale IPP solar parks, may not serve as an adequate basis to judge our future prospects and results of operations."

EPC costs include the costs of construction, connection costs, and procurement costs. The three most significant component contributors to EPC costs are the costs of modules, inverters and mounting systems. Our supplier- and technology-neutrality, our strong supply chain management and our strong relationships with the equipment suppliers have enabled us to historically purchase equipment at relatively competitive technical performance, prices, terms and conditions.

In recent years, the prices of modules, inverters and mounting systems have decreased as a result of oversupply and improving technology. As the costs of our components have decreased, our solar parks became more cost competitive and our profitability increased. As a result, our solar parks have begun to offer electricity at increasingly competitive rates, which increases the attractiveness of our investment return and our revenue. We expect the cost of components will continue to gradually decrease, however, newly commercialized PV technologies are expected to further drive down EPC costs and increase the energy output of PV systems, which will further increase the competitiveness of our solar parks and achieve grid-parity in more and more markets.

We expect that EPC costs will continue to impact our costs and financial results.

We expect electricity sales from IPP solar parks to represent an increasingly significant proportion of our revenue going forward. In 2012 and 2013, we derived 2.2% and 22.0% of our total revenue from electricity sales from our IPP solar parks, respectively. Revenue generated from our IPP solar parks represented a majority of our revenue in the fourth quarter of 2013. Electricity sales will reflect the price of electricity, the capacity of our PV plants and irradiation in the local area. The price of electricity for our IPP solar parks in different countries is either (i) fixed through PPAs and FIT schemes or (ii) variable and determined by the spot market.

In markets where the price of electricity is fixed through PPAs or FIT schemes, the price of electricity is specified by laws or contractual terms under our PPAs and is fixed for the life of the FIT schemes or PPAs, most of which have a term of 20 years. Changes in the FIT schemes or PPAs in such countries are generally only applied prospectively, and consequently, do not affect our solar parks in operation for the remaining life of the FIT or PPA. Nevertheless, a few jurisdictions including Bulgaria, Greece and Spain have proposed or enacted laws that have imposed fees on or effected changes to finalized PPAs or FIT schemes during their term. We have been deriving IPP revenue directly through solar parks that we hold in Japan, the Czech Republic and Greece and investment income indirectly through IPP solar parks held by our affiliates in which we have minority equity positions in Bulgaria. Notwithstanding the changes in electricity prices, solar parks in such markets are still expected to generate relatively stable revenue. We primarily plan to expand our IPP portfolio in Japan, Canada, Latin America and South Africa, in which countries electricity prices are fixed by FIT schemes or PPAs for periods varying from 20 years to 30 years.

In countries where the price of electricity is sufficiently high that solar parks can be profitably developed without the need for government subsidies, a condition known as "grid-parity", solar parks lacking fixed-price PPAs are subject to the spot market price of electricity. We intend to expand our IPP portfolio significantly in markets that have reached grid parity, such as Chile. We expect that a certain portion of our solar parks in Chile will not have signed PPAs while others will enter into commercial PPAs with large industrial end-consumers. IPP revenue from such solar parks will fluctuate with Chile's spot electricity prices.

Revenue for solar parks will also fluctuate with the electricity spot market after the expiration of any PPA or FIT schemes, unless renewed.

The market price of electricity can be subject to significant fluctuations and can be affected by drivers such as the cost of traditional fossil fuels used for electricity generation, the discovery of new fossil fuel sources, additional electricity generation capacity, additional electric transmission and distribution lines, technological or regulatory changes, increased energy conservation or for a number of other reasons.

See "Risk Factors—Risks Relating to our Business and Industry—The reduction, modification or elimination of government subsidies and economic incentives may reduce the economic benefits of our existing solar parks and our opportunities to develop or acquire suitable new solar parks" and "—Decreases in the spot market price of electricity could harm our IPP revenue and reduce the competitiveness of solar parks in grid-parity markets."

Our financial condition and results of operations depend on our ability to successfully continue to develop new solar parks and operate our existing solar parks. As we continue to grow, we expect to build and manage a greater number of large-scale solar parks and to enter new geographies, which we expect to present additional challenges to our internal processes, external construction management, working capital management and financing capabilities. Our financial condition, results of operations and future success depend, to a significant extent, on our ability to continue to identify suitable sites, expand our pipeline of solar parks with attractive returns, obtain required regulatory approvals, arrange necessary financing, manage the construction of our solar parks on time and within budget, and successfully operate solar parks.

We have historically derived our revenue primarily from Pipeline + EPC and BT solar parks and PV module sales. Under our Pipeline + EPC business, we sell permits and provide EPC services. Under our BT business, we develop permits for, build and sell commercially operating solar parks. We began to generate electricity income from IPP solar parks in 2012 and have been generating an increasing proportion of our revenue from our IPP solar parks. In early 2013, we began to strategically reduce our Pipeline + EPC and BT business in favor of our IPP business in order to internalize more value from project development and drive recurring revenue and cash flow. We also began to generate revenue from the provision of maintenance service in 2013. We derived a majority of revenue from IPP solar parks in the fourth quarter of 2013. However, as a result of this shift in business strategy, our revenue decreased substantially from US$203.8 million in 2012 to US$36.5 million in 2013. We may also trade our solar parks from time to time to optimize our project portfolio and take advantage of attractive market opportunities. To the extent that we sell our solar parks, we may experience substantially higher revenues from the sale of solar parks for a certain period.

The following table summarizes our Pipeline + EPC and BT solar parks completed during the periods indicated.

	Year Ended December 31,

	2011				2012				2013
	Capacity (MW)		Number of Solar Parks		Capacity (MW)		Number of Solar Parks		Capacity (MW)		Number of Solar Parks
Europe
Greece		—		—		10.5		8		66.0		102
Bulgaria		—		—		42.9		13		—		—
Czech Republic		—		—		—		—		—		—
Spain		—		—		—		—		—		—
Germany		—		—		—		—		—		—
North America
Canada		0.1		1		2.9		12		2.6		7
Asia
Japan		—		—		—		—		1.0		1
Total		0.1		1		56.3		33		69.6		110

The following table sets forth a breakdown of our revenue streams for the periods indicated.

In 2011, 2012 and 2013, a significant portion of our revenue from external customers was derived from solar parks located in Greece and Bulgaria, which accounted for an aggregate of 67.2%, 84.1%

and 55.2% of our revenue for the respective periods. The following table sets forth a breakdown of our revenue by geographical region during the periods indicated:

	Year Ended December 31,

	2011				2012				2013
	(US$ in thousands)		(%)		(US$ in thousands)		(%)		(US$ in thousands)		(%)
Europe
Greece		21,223		25.5		129,714		63.7		18,449		50.6
Bulgaria		34,669		41.7		41,667		20.4		1,664		4.6
Germany		10,701		12.9		18,244		9.0		767		2.1
Czech		—		—		3,958		1.9		3,571		9.8
Spain		1,576		1.9		591		0.3		670		1.8
Italy		—		—		111		0.1		267		0.7
North America
Canada		9,949		12.0		8,812		4.3		4,572		12.5
Asia
Japan		5,009		6.0		660		0.3		6,497		17.9


Total revenue		83,127		100.0		203,757		100.0		36,457		100.0

We have historically derived a substantial portion of our revenue in a given reporting period from a limited number of solar parks from a limited number of key clients for our Pipeline + EPC and BT businesses. Our key clients changed from period to period, as we changed our geographic focus. The following table sets forth revenue from our clients contributing over 10% of our total revenue during the periods indicated:

A number of our largest clients were affiliate entities, formed with partners who were interested in our permits and EPC services and looking to enter into joint ownership of a solar park to increase our long-term interest in the solar parks. As we increase the proportion of revenue we derive from our IPP business, as compared to our Pipeline + EPC and BT business, we expect to derive our revenue from a diverse project portfolio, which will decrease our reliance on our related parties affiliates or any other given client.

See "Risk Factors—Risks Related to Our Business and Industry—We rely on a limited number of key clients and solar parks in a given reporting period and such clients may change from period to period" and "Related Party Transactions."

Our cost of sales in developing solar parks under our Pipeline + EPC and BT business primarily consists of (i) equipment costs, consisting primarily of costs for PV modules and balance-of-system components, such as inverters and mounting systems; (ii) development costs, such as fees paid for permits, site control, grid connection and transmission upgrade, and development staff and due diligence costs; (iii) engineering and construction related costs, including fees paid to third-party contractors, and project management costs; and (iv) overhead costs.

Under our IPP business, we capitalize the equipment costs, development costs, engineering and construction related costs and interests incurred. Our cost of sales with regards to our IPP solar parks will primarily be a result of the depreciation of such capitalized costs, as well as tax, insurance and operating and management costs. Certain economic incentive programs, such as FIT regimes, generally include mechanisms that ratchet down incentives over time. As a result, we seek to connect our IPP solar parks to the local power grids and commence operations by such deadlines to benefit from more favorable existing incentives. Therefore, we generally make increased capital investments prior to such deadline.

We generally incur substantial expenditures for a solar park in a given period only to recognize revenue for the solar parks in a later period, especially for our IPP and BT businesses. If regulatory approvals are delayed or denied or if construction, module delivery, financing, warranty or operational issues arise, the reporting of revenue may be further delayed and or impairment charges may be incurred. Furthermore, we may pursue larger solar parks in the future, which may also exacerbate such timing effects.

The development costs for our solar parks vary between solar parks depending on, among other things, whether we pursue solar parks as a primary developer or a secondary developer, the locations of solar parks, and the regulatory environment and competitive landscape in the local markets. As a secondary developer, we acquire permits on the secondary market and therefore incur acquisition costs instead of permit development costs.

Our largest supplier during 2011, 2012 and 2013 accounted for 12.4%, 17.8% and 14.0% of our total cost of sales, respectively. Cost of sales attributable to our top five suppliers in 2011, 2012 and 2013 accounted for 24.8%, 40.6% and 42.5% of our total cost of sales, respectively.

Gross profit is equal to revenue less cost of sales. Gross profit margin is equal to gross profit divided by revenue. Our gross profit margin depends on a combination of factors, including primarily the geographic distribution of the solar parks sold, the mix of projects and services sold during the reporting period, the prices at which the solar parks and services are sold, costs of PV modules and balance-of-system components, costs of services outsourced to third-party contractors, and management costs (including share-based compensation costs) attributable to project development. Our gross profit margin was 28.8%, 30.1% and 19.7% for 2011, 2012 and 2013, respectively.

Our gross profit can also vary from one region to another. We would generally expect higher gross margins in countries with high FIT, such as Japan and Canada. In addition, off-takers for our solar parks will compare the returns for holding our solar parks with returns on other assets in their respective markets. Investors from countries with high liquidity and low interest rates, such as Japan, are generally willing to accept single-digit rates of return on our solar parks, which should allow us to sell our solar parks for higher prices and higher margins.

We recorded an impairment loss of US$21.6 million on IPP solar parks in 2013, which was triggered by the deterioration in the financial condition of one of our customers that ultimately culminated in a change of law to reduce the FIT policy in effect by roughly 30% in Greece.

We recorded impairment loss on receivables as a result of allowance provided for receivables due from counterparties with financial difficulties or had defaulted in repayments.

Selling expenses primarily consist of expenses and costs related to labor and exhibition fees.

Administrative expenses consist primarily of expenses related to employee salaries and benefits, professional fees and expenses, depreciation and amortization, share-based compensation expense, office expenses and other administrative expenses.

Investment and other income consists primarily of interest income and other income.

Other gains and losses primarily consist of gains and losses from foreign exchange conversion and gains from disposal of subsidiaries.

Finance costs primarily consist of interest on bank loans and the balance between us and Sky Solar Holdings.

Other expenses consist primarily of legal and professional fees in connection with the preparation for our initial public offering and other miscellaneous expenses.

Our income tax expense represents the sum of current income tax and deferred tax.

We are a limited liability company incorporated in the Cayman Islands. Under the laws of the Cayman Islands, we are not subject to income or capital gains tax in the Cayman Islands. Additionally, dividend payments made by us are not subject to withholding tax in the Cayman Islands.

Under the laws of the British Virgin Islands (BVI), our BVI subsidiary is not subject to income or capital gains tax in the British Virgin Islands. Additionally, dividend payments made by our BVI subsidiary to us are not subject to withholding tax in the British Virgin Islands.

Income tax of Bulgaria, Germany and Hong Kong is calculated at 10%, 30% and 16.5%, respectively, of the estimated assessable profit of respective Group's subsidiaries for the periods presented. Income tax of Greece is calculated at 20%, 20% and 26% of the estimated assessable profit of respective Group Subsidiaries for the years ended December 31, 2011, December 31, 2012 and December 31, 2013, respectively. Income tax of Canada for the year ended December 31, 2011 is calculated at 28.0% and the two years ended December 31, 2013 is calculated at 26.5% of the estimated assessable profit of the respective Group's subsidiaries. Income tax of Japan is calculated at

40.1%, 38.0% and 38.0% of the estimated assessable profit of respective Group's subsidiaries for the years ended December 31, 2011, December 31, 2012 and December 31, 2013, respectively. Taxation arising in other jurisdictions is calculated at the rates prevailing in the relevant jurisdictions.

Our effective income tax rates were 21.9%, 19.8% and negative 6.7% in 2011, 2012 and 2013, respectively. The negative effective income tax rate in 2013 was primarily due to the losses we incurred in certain European countries and expenses that were not deductible for tax purposes.

We have identified below the accounting policies that we believe are the most critical to the presentation of our consolidated financial information. These accounting policies require subjective or complex judgments by our management, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. The estimates and assumptions are based on our historical experience and various other factors that we believe are reasonable under the circumstances, the results of which form the basis of making judgments about matters that are not readily apparent from other sources. We review our estimates and underlying assumptions on an on-going basis.

Our revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods sold and services provided in the normal course of business, net of discounts and sales related taxes, if any.

We (i) obtain permits required for pipeline projects and provide engineering, construction and procurement services, or Pipeline + EPC, (ii) develop permits, build and sell commercially operating solar parks, or BT; (iii) trade modules to third parties; (iv) provide maintenance services for solar parks and (v) sell electricity generated from IPP solar parks that we own.

The provision of Pipeline + EPC services involves application of permits, sourcing of solar modules, and provision of construction services.

We either apply for the permits required to construct and operate solar parks ourselves or acquire the permits through the acquisition of equity interests in project companies, which are typically formed for the specific purpose of holding such permits. In the course of providing Pipeline + EPC services, we sell the permits to customers through the disposal of project companies holding the relevant permits. Revenue from disposing project companies holding permits is recognized when we transfer equity interests in the relevant project companies to customers, at which time control is transferred.

We, on the other hand, enter into separate contracts with suppliers for sourcing of modules for project companies if it is requested by the customers. We recognize revenues from modules sourced and provision of construction service in accordance with sales of solar modules and construction contract in accordance with our accounting policies.

Revenue based on the percentage of completion and assessment of the outcome of construction contracts

Where the outcome of a construction contract can be estimated reliably, except where this would not be representative of the stage of completion, revenue and costs are recognized by reference to the stage of completion of the contract activity at the end of the reporting period, measured based on the proportion of contract costs incurred for work performed to date relative to the estimated total contract costs. Variations in contract work, claims and incentive payments are included to the extent that the amount can be measured reliably and its receipt is considered probable.

Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognized to the extent of contract costs incurred that it is probable will be recoverable. Contract costs are recognized as expenses in the period in which they are incurred.

When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognized as an expense immediately.

When a contract covers a number of assets, the construction of each asset is treated as a separate contract when separate proposals have been submitted for each asset, each asset has been separately negotiated and the costs and revenue of each asset can be separately identified. A group of contracts, performed concurrently or in a continuous sequence, is treated as a single construction contract when the contracts were negotiated as a single package and they are so closely inter-related that they constitute a single project with an overall profit margin.

Where contract costs incurred to date plus recognized profits less recognized losses exceed progress billings, the surplus is shown as amounts due from customers for contract work. For contracts where progress billings exceed contract costs incurred to date plus recognized profits less recognized losses, the surplus is shown as amounts due to customers for contract work. Amounts received before the related work is performed are included in the consolidated statement of financial position, as a liability, as advances received. Amounts billed for work performed but not yet paid by the client are included in the consolidated statement of financial position under trade and other receivables.

We recognize IPP solar parks in the consolidated statements of financial position at cost, less subsequent accumulated depreciation and subsequent accumulated impairment losses, if any. Costs include expenditures for solar modules, permits and other costs capitalized in the course of construction. Costs of permits include those costs directly related to obtaining and developing such permits. Other costs include development costs incurred before construction of the solar parks is completed, such as modules installed and overhead costs incurred. Such costs are capitalized from the point in time that the development of the related IPP solar park is considerred probable.

We capitalize permits and related costs during the course of obtaining permits and IPP solar parks under development stated in the consolidated statements of financial position at cost less subsequent accumulated impairment losses, if any.

Depreciation of completed solar parks commences once the solar parks are successfully connected to grids and begin generating electricity. Depreciation is recognized over their estimated useful lives of the solar parks (less residual value if any), using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

We derecognize IPP solar parks upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of solar parks is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.

Our inventories mainly comprise permits and related costs capitalized during the course of obtaining permits, solar modules and solar parks under development or completed solar parks that are held to be sold by us within the normal operating cycle, which is usually twelve months after the completion of construction.

Inventories are stated at the lower of cost and net realizable value. Costs of solar modules are calculated using the weighted average method. Costs of permits include capitalized costs incurred to obtain such permits (for example legal expenses, consultancy fees, staff costs and other costs). Costs of solar parks under development include costs relating to solar parks capitalized before the solar parks are completed in construction, such as modules installed and development costs incurred (for example legal expenses, consultancy fees, staff costs and other costs).

Solar parks are derecognized upon disposal. Any gain or loss arising on the disposal of solar parks is determined as the difference between the sales proceeds which is recognized as revenue and the carrying amount of the solar parks which is recognized as costs of sales.

Net realizable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale. Provisions are made for inventory whose carrying value is in excess of net realizable value. Certain factors could impact the realizable value, so the we continually evaluate the recoverability based on assumptions about market conditions. We regularly review the cost against our estimated net realizable value and records lower of cost and net realizable value to cost of sales, if inventories have costs in excess of estimated net realizable values.

We review the carrying amounts of our tangible and intangible assets with finite useful lives to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, we estimate the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Recoverable amount is the higher of fair value less costs of disposal and value in use.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or a cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or the cash-generating unit) is reduced to its recoverable amount. We recognize an impairment loss immediately in profit or loss.

When an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. We recognize a reversal of an impairment loss immediately in profit or loss.

For our shares granted by us or transferred by controlling shareholders in exchange for services we receive that are conditional within a vesting period, the fair value of services received is determined by reference to the fair values of relevant shares granted or transferred. The fair value of shares granted or transferred at the date of grant or the date of transfer is expensed on a straight-line basis over the vesting period, with a corresponding increase in equity, recorded as share-based compensation reserve. The forfeitures will be estimated to adjust over the requisite service period to the extent that actual

forfeitures differ, or are expected to differ, from such original estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change.

At the time when the shares granted are cancelled during the vesting period, we account for the cancellation as an acceleration of vesting, and recognizes immediately the amount that otherwise would have been recognized for services received over the remainder of the vesting period. The amount previously recognized in share-based compensation reserve will not remain in the share-based compensation reserve.

Share options issued by us in exchange for services we receive are measured by reference to the fair value of the share options granted. The fair value of services received is expensed on a straight-line basis over the vesting period with a corresponding increase in equity (share-based compensation reserve).

At the end of each reporting period, we revise our estimates of the number of options that are expected to ultimately vest. The impact of the revision of the original estimates during the vesting period, if any, is recognized in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to equity.

When share options are exercised, the amount previously recognized in our share options reserve will be recognized in share capital and additional paid-in capital. When the share options are forfeited after the vesting date or are still not exercised at the expiry date, the amount previously recognized share options reserve will be transferred to our accumulated losses.

Shares issued in exchange of services are measured at the fair values of the services received, unless that fair value cannot be reliably measured, in which case the services received are measured by reference to the fair value of the shares issued. The fair values of the services received are recognized as expenses, with a corresponding increase in equity, when the counterparties render services, unless the services qualify for recognition of assets.

Prior to this offering, we have been a private company with limited accounting personnel and other resources to address our internal control over financial reporting. In connection with the preparation and external audit of our consolidated financial statements, we and our independent registered public accounting firm identified a material weakness and other control deficiencies, each as defined in AU325, in our internal control over financial reporting as of December 31, 2013. As defined in AU325, a "material weakness" is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis.

The material weakness identified related to our insufficient accounting resources and process and procedures necessary to comply with IFRS and the SEC reporting and compliance requirements. Neither we nor our independent registered public accounting firm undertook a comprehensive assessment of our internal control for purposes of identifying and reporting material weaknesses and other control deficiencies in our internal control over financial reporting as we and they will be required to do once we become a public company. In light of the material weakness and other control deficiencies including a significant deficiency that were identified as a result of the limited procedures performed, we believe it is possible that, had we performed a formal assessment of our internal control over financial reporting or had our independent registered public accounting firm performed an audit

of our internal control over financial reporting, additional control deficiencies may have been identified.

To address the material weakness and control deficiencies identified, including a significant deficiency, we have taken and are planning to take a number of measures, including (i) hiring additional accounting personnel with experience in IFRS and SEC reporting requirements, especially at the regional level; (ii) providing regular training on an ongoing basis to our accounting personnel that cover a broad range of accounting and financial reporting topics; (iii) developing and applying a comprehensive manual with detailed guidance on accounting policies and procedures as well as procedures for maintenance and retention of accounting and financial records, (iv) forming an internal audit department, which will directly report to the audit committee; and (v) forming an audit committee which consists of independent directors to oversee the operation of our finance department, and to approve all related party transactions and other significant transactions. However, the implementation of these measures may not fully address the material weakness and other control deficiencies in our internal control over financial reporting. We are not able to estimate with reasonable certainty the costs that we will need to incur to implement these and other measures designed to improve our internal control over financial reporting. See "Risk Factors—Risks Related to Our Business and Industry—In the course of preparing our consolidated financial statements, we have identified a material weakness and other control deficiencies in our internal control over financial reporting, which as of the date of this prospectus, have not been remediated. If we fail to maintain an effective system of internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud and investor confidence in our company and the market price of the ADSs may be adversely affected."

Upon completion of this offering, we will become a public company and expect to incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC, impose various requirements on the corporate governance practices of public companies. For as long as we remain an "emerging growth company" as defined in the JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies." Under the JOBS Act, "emerging growth companies" are not required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act for up to the end of the fifth full fiscal year following the date of their initial public offerings.

The following table sets forth our results of operations for the periods indicated, both in absolute amounts and as percentages of our total revenue for the respective periods. Our historical results presented below are not necessarily indicative of the results that may be expected for future periods.

	Year Ended December 31,

	2011			2012			2013
	(US$ in thousands)
Revenue		83,127			203,757			36,457
Cost of sales and services		(59,148	)		(142,433	)		(29,270	)


Gross profit		23,979			61,324			7,187
Impairment loss on IPP solar parks		—			—			(21,645	)
Impairment loss on receivables		(182	)		(629	)		(3,521	)
Selling expenses		(488	)		(635	)		(848	)
Administrative expenses		(15,293	)		(24,007	)		(25,030	)
Other operating income		1,574			789			484


Profit (loss) from operations		9,590			36,842			(43,373	)
Investment and other income		514			955			960
Other gains and losses		(770	)		(1,570	)		(3,488	)
Finance costs		(138	)		(1,132	)		(2,352	)
Other expenses		—			(1,600	)		(2,266	)
Share of losses of associates		(114	)		—			—


Profit (loss) before taxation		9,082			33,495			(50,519	)
Income tax expense		(1,991	)		(6,630	)		(3,372	)


Profit (loss) for the year		7,091			26,865			(53,891	)




Other comprehensive income (expense) that may be subsequently reclassified to profit or loss:
Exchange differences on translation of financial statements of foreign operations		(2,878	)		1,031			(352	)


Total comprehensive income (expense) for the year		4,213			27,896			(54,243	)




Earnings (loss) per share—Basic		7,091			26,865			(53,801	)




Earnings (loss) per share—Diluted		7,091			26,865			(53,801	)

Revenue. Our total revenue decreased by 82.1% from US$203.8 million in 2012 to US$36.5 million in 2013, primarily as a result of shifting our business strategy from Pipeline + EPC solar parks to IPP solar parks in 2013. As a result, our primary source of revenue shifted from selling solar parks to selling electricity.

From 2012 to 2013, our revenue from Pipeline + EPC business decreased from US$180.2 million, primarily derived from construction services we rendered in Bulgaria and Greece, to US$17.5 million, primarily derived from construction services we rendered in Greece and Canada. In 2013, we also generated US$4.0 million from BT solar parks in Japan.

From 2012 to 2013, our revenue from IPP solar parks increased from US$4.5 million to US$8.0 million, as we increased our IPP portfolio from 23.9 MW to 47.4 MW following our construction of solar parks in Japan, and our acquisition of solar parks in Czech and Spain in 2012 and Greece in 2013 which we had previously constructed and sold under a BT revenue model. In 2013, we

also generated US$4.7 million from the provision of maintenance service in Greece, Bulgaria and Japan.

In addition, our revenue from PV module sales decreased from US$19.0 million in 2012 to US$2.3 million in 2013, as we reduced our focus on this non-core business and PV module prices decreased in 2013.

Cost of sales and services. Our cost of sales and services decreased by 79.4% from US$142.4 million in 2012 to US$29.3 million in 2013, largely commensurate with the declines in our revenue generated from Pipeline + EPC business and PV module sales. We recorded significantly lower Pipeline + EPC and other costs in 2013 than 2012, as we shifted our business strategy from Pipeline + EPC to IPP in 2013.

Gross profit. Our gross profit decreased by 88.3% from US$61.3 million in 2012 to US$7.2 million in 2013. Our gross profit margin decreased from 30.1% to 19.7%, primarily due to the change in our revenue streams and business strategy.

Selling expenses. Our selling expenses slightly increased by 0.2 million from 2012 to 2013.

Administrative expenses. Our administrative expenses increased by 4.3% from US$24.0 million in 2012 to US$25.0 million in 2013, primarily due to business expansion in Japan and Chile.

Impairment loss on IPP solar parks. We recorded an impairment loss of US$21.6 million on IPP solar parks in 2013, which was triggered by the deterioration in the financial condition of one of our customers that ultimately culminated in a change of law to reduce the FIT policy in effect by roughly 30% in Greece.

Impairment loss on receivables. Impairment loss on receivables increased significantly from US$0.6 million in 2012 to US$3.5 million in 2013, primarily as a result of allowance provided for receivables due from grid companies in Greece with financial difficulties that imposed a discount on our IPP revenue in 2013.

Investment income. Our investment income mainly represented interest income and remained steady at US$0.9 million from 2012 to 2013.

Other losses. Our other losses increased significantly from US$1.6 million in 2012 to US$3.5 million in 2013, primarily due to an increase of net foreign exchange losses from US$1.6 million in 2012 to US$4.1 million in 2013, reflecting the depreciation of the Japanese Yen and Czech Crown against the U.S. dollar in 2013.

Finance costs. Our finance costs increased significantly from US$1.1 million in 2012 to US$2.4 million in 2013, primarily due to the increase in our bank borrowings and loan balance.

Other expenses. Our other expenses increased by 41.6% from US$1.6 million in 2012 to US$2.3 million in 2013, primarily due to our legal and professional expenses incurred in 2013 for the preparation of our initial public offering.

Income tax expense. Our income tax expense decreased by 49.1% from US$6.6 million in 2012 to US$3.4 million in 2013, primarily due to a significant decrease in the profit before tax.

Profit (loss) for the year. As a result of the foregoing, we recorded a profit of US$26.9 million for 2012, compared to a loss of US$53.9 million for 2013.

Revenue. Our revenue increased significantly from US$83.1 million in 2011 to US$203.8 million in 2012. This increase was mainly attributable to (i) an increase in revenue from Pipeline + EPC solar parks from US$64.1 million in 2011 to US$180.2 million in 2012, as a result of Pipeline + EPC revenue from 53.4 MW solar parks in Greece and Bulgaria; and (ii) an increase in revenue from IPP solar parks from nil to US$4.5 million as we started our IPP business in 2012.

Cost of sales and services. Our cost of sales and services increased significantly from US$59.1 million in 2011 to US$142.4 million in 2012, largely commensurate with our increased Pipeline + EPC revenue.

Gross profit. Our gross profit increased significantly from US$24.0 million in 2011 to US$61.3 million in 2012. Our gross profit margin increased from 28.8% in 2011 to 30.1% in 2012.

Selling expenses. Our selling expenses increased 30.2% from US$0.5 million in 2011 to US$0.6 million in 2012, reflecting more marketing activities in 2012.

Administrative expenses. Our administrative expenses increased by 57.0% from US$15.3 million in 2011 to US$24.0 million in 2012, primarily due to the expansion of our business.

Impairment loss on receivables. Our impairment loss increased significantly from US$0.2 million on receivables in 2011 to US$0.6 million on receivables in 2012.

Investment income. Our investment income increased 85.7% from US$0.5 million in 2011 to US$1.0 million in 2012, primarily due to increase of interest income from increasing cash and amount due from related parties balances.

Other losses. Our other losses increased significantly from US$0.8 million in 2011 to US$1.6 million in 2012, primarily due to an increase in net foreign exchange losses, as a result of depreciation of the Japanese Yen against the U.S. dollar in 2012.

Finance costs. Our finance costs increased significantly from US$0.1 million in 2011 to US$1.1 million in 2012, primarily due to the increase in our bank borrowings and loan balances.

Other expenses. We had other expenses of US$1.6 million in 2012, primarily due to legal and professional fees incurred for the preparation for our initial public offering, compared to no other expenses in 2011.

Share of losses of associates. We had no share of losses of associates in 2012, compared to our share of losses of associates in 2011 of US$0.1 million

Income tax expense. Our income tax expense increased significantly from US$2.0 million in 2011 to US$6.6 million in 2012, primarily due to the increase in profit before tax. Our effective income tax rates were 21.9% and 19.7% in 2011 and 2012.

Profit (loss) for the year. As a result of the foregoing, our profit increased significantly from US$7.1 million in 2011 to US$26.9 million in 2012.

Our principal sources of liquidity to date have been cash from our operations and borrowings from banks and our shareholders. We leverage bank facilities in certain countries in order to meet working capital requirements for construction activities. Our principal uses of cash have been for pipeline development, working capital and general corporate purposes.

As of December 31, 2013, we had cash of US$9.7 million. As of December 31, 2013, we had restricted cash of US$2.3 million which represented deposits placed in banks for the purpose of bidding for potential project permits. As of December 31, 2013, we had US$40.1 million in outstanding short-term borrowings (including the current portion of long-term bank borrowings) and US$16.4 million in long-term bank borrowings (excluding the current portion).

In October 2012, we entered into a "developmental financial cooperation agreement" with Shanghai Branch of China Development Bank, pursuant to which the bank has stipulated its intention to provide us with financing for our business operations and project development activities in a total amount of up to RMB10.0 billion or equivalent from 2012 through 2016.

In November 2012, we secured three senior credit facilities totaling CZK363.0 million (US$19.1 million) from PPF banka a.s. at an interest rate of 3.3% plus the one-month Prague InterBank Offered Rate, or PIBOR. We pledged over our equity interest in our Czech subsidiaries, their account and trade receivables arising out of business activities, such as income generated from the sale of electricity, and other solar park assets they own a security for the repayment of these borrowings.

Partly due to the oversupply of PV modules and intense market competition, we have been able to negotiate flexible credit terms with our suppliers. Our major suppliers of PV modules and balance-of-system components generally grant us a credit period of 90 days or more.

We received shareholder loans from Sky Solar Holdings amounting to US$20.7 million, US$35.5 million and US$34.5 million in 2011, 2012 and 2013, respectively. In the first quarter of 2014, we received an aggregate of US$5.0 million shareholder loan from our parent company Sky Power Group Ltd. Sky Power Group Ltd. has undertaken not to demand repayment of the loan until we are in a financial position to repay. In addition, in 2014, certain of our affiliates have undertaken not to demand repayment of debts owed by us with an aggregate carrying amount of US$21.3 million until April 2015. See "Description of Share Capital—History of Securities Issuance" in this prospectus for additional details regarding our history of securities issuance. See "Related Party Transactions—Transactions with Certain Affiliates and Shareholders" for additional details. Moreover, we obtained long-term borrowings of US$5 million from an independent third party to finance construction of certain solar parks.

We will require significant financial resources to expand and develop our existing project pipeline. The development of IPP solar parks can take months or years. We may need to make significant upfront investments, such as payments for site control and transmission and PPA deposits, in advance of the receipt of any revenue. Historically, apart from bank borrowing, shareholder contributions and our own operating cash flows, we have relied on financing for the construction of large IPP solar parks, including project financing, pre-financing agreements with off-takers and supply-chain financing. At December 31, 2011, 2012 and 2013, our current liabilities exceeded our current assets by US$24.3 million, US$12.4 million and US$7.8 million, respectively. Following connection, we typically pledge solar park assets or account or trade receivables to raise debt financing in order to optimize the project's capital structure, pay our contractors and replenish our working capital. Such debt financing usually have a term of over 15 years and we are restricted from creating additional security over our assets. Such account or trade receivables will include all income generated from the sale of electricity in the solar parks. We believe that our current existing operating IPP solar parks and projects under construction are highly liquid assets which can be pledged to raise new capital or to be sold to raise additional capital to finance new development when necessary.

We historically have generated revenue through sales of permits and provision of EPC services and sales of constructed solar parks. Going forward, we expect to derive a greater proportion of our revenue from electricity sales from IPP solar parks. Electricity sales is only generated after significant initial capital investments. The delayed completion of solar parks and inability to generate electricity

income from IPP solar parks after making such upfront investments could adversely affect our business and results of operations and as a result we may become constrained in our ability to simultaneously undertake multiple projects. Our liquidity may be adversely affected to the extent the solar market weakens and we are unable to sell our solar parks or services on pricing, terms and timing favorable or acceptable to us.

We may need additional cash resources in the future if we experience changed business conditions or other developments or if we decide to pursue opportunities for investment, acquisition, strategic cooperation or other similar actions. If we determine that our cash requirements exceed our amounts of cash and cash equivalents on hand, we may seek to issue equity or equity-linked securities or obtain a credit facility. Any issuance of equity or equity-linked securities could cause dilution for our shareholders. Any incurrence of indebtedness could increase our debt service obligations and cause us to be subject to restrictive operating and finance covenants. It is possible that, when we need additional cash resources, financing will not be available to us in amounts or on terms that would be acceptable to us.

We target to maintain the sufficiency of cash flows with availability of unutilized banking facilities, internally generated funds and funds obtained from financing activities, if required. We review our forecasted cash flows on an on-going basis to ensure that we will have sufficient capital from a combination of internally generated cash flows and proceeds from financing activities, if required, in order to fund our working capital and capital expenditures requirements and to meet our short term debt obligations and other liabilities and commitments as they become due. We believe that our current cash and cash equivalents, anticipated cash flows from operations, additional equity investments that have been committed by our existing shareholders, and financing available to us pursuant to project financing and financing lease arrangements that have been signed will be sufficient to meet our cash requirements for at least the next 12 months. We plan to utilize a portion of the proceeds from this offering to expand our IPP business.

The following table sets forth a summary of our net cash flows for the periods indicated:

	Year Ended December 31,

	2011			2012			2013
	(US$ in thousands)
Net cash from (used in) operating activities		1,526			(34,425	)		(28,588	)
Net cash used in investing activities		(13,762	)		(36,450	)		(33,229	)
Net cash generated from (used in) financing activities		17,784			84,157			51,355


Net increase (decrease) in cash and cash equivalents		5,548			13,282			(10,462	)
Cash and cash equivalents at beginning of the year		5,615			9,004			22,237
Effects of exchange rate changes on the balance of cash held in foreign currencies		(2,159	)		(49	)		(2,033	)


Cash and cash equivalents at end of the year, represented by cash and cash equivalents		9,004			22,237			9,742

Our net cash used in operating activities in 2013 was US$28.6 million. This cash outflow was primarily attributable to (i) a US$50.5 million loss before taxation, (ii) a decrease in trade and other payables of US$18.4 million, primarily due to the settlement of subcontractor costs in connection with Greece solar parks and (iii) an increase in trade and other receivables of US$12.8 million from EPC services. This cash outflow was primarily offset by (i) an impairment loss on IPP solar parks of US$21.6 million due to the deterioration in the financial condition of one of our customers that culminated in a newly passed law in Greece that retroactively reduces the existing FIT, (ii) a decrease

in amount due from customers for contract work of US$17.0 million, primarily due to the completion of Greece solar parks and (iii) a decrease in inventories of US$6.2 million, as we sold BT solar parks in Japan.

Our net cash used in operating activities in 2012 was US$34.4 million. This cash outflow was primarily attributable to (i) a decrease in trade and other payables of US$91.8 million, primarily due to the settlement of payables of our completed solar parks in Bulgaria, (ii) an increase in trade and other receivables of US$49.7 million, primarily due to the completion of a significant number of construction solar parks in Greece and (iii) an increase in amounts due from related parties of US$51.2 million, primarily as a result of construction services in Greece in 2012 for ChaoriSky and China New Era International Limited. This cash outflow was primarily offset by (i) a decrease in inventories of US$88.4 million, primarily due to the utilization of PV modules in the construction of our Pipeline + EPC solar parks in Greece, (ii) profit before taxation of US$33.5 million and (iii) a decrease in amount due from customers for contract work of US$16.8 million, primarily due to the completion of a significant number of our solar parks in Bulgaria and the collection of payments in connection with such solar parks.

Our cash generated from operating activities in 2011 was US$1.5 million. This cash inflow was primarily due to (i) an increase in trade and other payables of US$138.9 million, primarily as a result of purchasing components and subcontracting work in connection with our significant construction activities in Bulgaria, (ii) unrealized gain from sales to associates of US$11.9 million, resulting from deferred revenue from our solar parks in Bulgaria, and (iii) profit before taxation of US$9.1 million. This cash inflow was partially offset by (i) an increase in inventories of US$93.6 million, primarily as a result of purchase of PV modules in preparation for our solar parks in Greece, (ii) an increase in amount due from customers for contract work of US$35.1 million, primarily due to significant construction activities in Bulgaria in 2011, (iii) an increase in amounts due from related parties of US$21.7 million, primarily as a result of construction services in Bulgaria in 2011 for ChaoriSky, and (iv) an increase in trade and other receivables of US$17.6 million, primarily as a result of the completion of construction projects in Bulgaria for which we had not yet been paid.

Our net cash used in investing activities in 2013 was US$33.2 million. This cash outflow was primarily attributable to (i) payments for IPP solar parks US$35.3 million, primarily due to investments in solar parks in Greece, Japan and Chile, (ii) an increase in amounts due from Sky Solar Holdings, of US$13.3 million, primarily due to a loan to Sky Solar Holdings in 2013 and (iii) an advance to related parties of US$6.0 million, primarily due to loans to solar parks in Greece before their operation. This cash outflow was primarily offset by (i) the collection of advance to related parties of US$17.1 million, primarily due to collecting previous loans to solar parks in Bulgaria and (ii) the withdrawal of restricted cash of US$5.8 million, primarily due to the completion of construction and connection activities in Greece.

Our net cash used in investing activities in 2012 was US$36.4 million. This cash outflow was primarily attributable to (i) payments for IPP solar parks of US$20.6 million, primarily due to our construction and acquisition of solar parks in Greece and Spain, (ii) advance to related parties of US$17.4 million, primarily due to loans to solar parks in Greece before their operation, and (iii) placement of restricted cash of US$5.8 million for the acquisition of banking facilities. This cash outflow was primarily offset by (i) the collection of advance to related parties of US$6.5 million, primarily due to collecting previous loans to solar parks in Bulgaria and (ii) the withdrawal of restricted cash of US$2.3 million, primarily due to the withdrawal of an amount placed in 2011 for project bidding.

Our net cash used in investing activities in 2011 was US$13.8 million. This cash outflow was primarily attributable to (i) an addition of investment in associates of US$13.6 million, as a result of the acquisition of interests in a number of solar parks in Bulgaria, (ii) the advance to related parties of US$7.4 million, primarily due to loans to solar parks in Bulgaria before their operation, (iii) the disposal of a subsidiary of US$3.2 million, our wholly owned German subsidiary, Sky Solar Deutschland GmbH, and (iv) the placement of restricted cash of US$2.3 million, primarily due to the issuance of guarantee for project bidding. This cash outflow was primarily offset by (i) the collection of advance to related parties of US10.9 million, primarily due to the repayment of borrowings from our shareholders, and (ii) the withdrawal of restricted cash of US$3.2 million, primarily due to the withdrawal of an amount placed for project bidding.

Our net cash generated from financing activities in 2013 was US$51.4 million. This cash inflow was primarily due to (i) an advance from Sky Solar Holdings of US$34.5 million, (ii) an advance from related parties of US$17.4 million, primarily due to borrowings from shareholders and (iii) funds provided by third parties of US$5.3 million, primarily for construction work in Japan. This cash inflow was partially offset by (i) the repayment of advance from related parties of US$3.0 million, (ii) interest paid of US$2.4 million, and (iii) the repayment of bank borrowings of US$2.1 million.

Our net cash generated from financing activities in 2012 was US$84.2 million. This cash inflow was primarily due to (i) proceeds from bank borrowings of US$56.9 million, primarily from China Minsheng Bank, (ii) an advance from Sky Solar Holdings of US$35.5 million and (iii) an advance from related parties of US$21.8 million, primarily due to borrowings from our shareholders. This cash inflow was primarily offset by (i) the repayment of advance from related parties of US$25.9 million, primarily due to the settlement of borrowings from our shareholders, (ii) the repayment of other borrowings of US$3.0 million and (iii) interest paid of US$1.1 million.

Our net cash generated from financing activities in 2011 was US$17.8 million. This cash inflow was primarily due to (i) an advance from Sky Solar Holdings of US$20.7 million and (ii) proceeds of other borrowings of US$3.0 million for project financing for our IPP solar parks. This cash inflow was primarily offset by the repayment of advance from related parties of US$5.5 million, primarily from the settlement of borrowings with our shareholders.

Our capital expenditures amounted to US$1.0 million, US$22.5 million and US$37.2 million for 2011, 2012 and 2013, respectively. In 2011, our capital expenditure related primarily to the purchases of furniture, fixtures, and motor vehicles. Our capital expenditure in 2012 and 2013 related primarily to our investment in solar parks under the IPP model.

The following table sets forth our contractual obligations as of December 31, 2013:

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder's equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or product development services with us.

Certain of our investment holding companies transact in their respective foreign currencies, for example, the euro. In addition, the intragroup loans are denominated in U.S. dollar, which is the foreign currency of the operating Group's subsidiaries. The monetary assets and monetary liabilities of the Group's subsidiaries are denominated in U.S. dollar and euro, which is the foreign currency of the respective Group's subsidiaries, at the end of each reporting date.

We are mainly exposed to foreign currency risk from the U.S. dollar and the Euro. The following table details our sensitivity and the sensitivity of our subsidiaries to a 5% increase and decrease in our respective functional currencies against the U.S. dollar and the Euro. The sensitivity rate of 5% represents management's assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the end of each reporting period for a 5% change in their respective functional currencies. A negative number below indicates an increase in pre-tax loss or a decrease in pre-tax profit where their respective functional currencies strengthen 5% against the U.S. dollar. For a 5% weakening of their respective functional currencies against the U.S. dollar, there would be an equal and opposite impact on the profit or loss and the balances below would be positive.

We currently do not have a foreign currency hedging policy but we monitor foreign exchange exposure by closely monitoring the foreign exchange risk profile and will consider hedging significant foreign currency exposure should the need arise.

Our interest rate risk relates primarily to variable-rate restricted cash, bank balances and borrowings. It is our policy to keep our restricted cash, bank balances and borrowings at floating rates of interest so as to minimize the interest rate risk. Our fair value interest rate risk relates mainly to fixed-rate borrowings. Our management reasonably believes that that a change in interest rate to the relevant financial instruments will not result in material changes to our financial position or results of operations.

Our maximum exposure to credit risk arises from the carrying amounts of the respective recognized financial assets as stated in our consolidated statements of financial position.

In order to minimize the credit risk, we have delegated a team responsible for determining credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. In addition, we review the recoverable amount of each individual debtor at the end of each reporting period to ensure that adequate impairment losses are made for irrecoverable amounts. We will negotiate with the counterparties of the debts for settlement plans or changes in credit terms, should the need arise. In this regard, we consider that our credit risk is significantly reduced.

Our credit risk primarily relates to our trade and other receivables, restricted cash, bank balances and amounts due from related parties. We generally grant credit only to clients and related parties with good credit ratings and also closely monitors overdue debts. In this regard, we consider that the credit risk arising from our balances with counterparties is significantly reduced.

We have built an appropriate liquidity risk management framework for the management of short-term and long-term funding and liquidity. We manage liquidity risk by closely and continuously monitoring its financial positions. We aim to maintain sufficient cash flows with internally generated funds and banking facilities. We also review forecasted cash flows on an on-going basis to ensure that we will be able to meet our financial obligations as they fall due and have sufficient capital for operations and expansion. Maturity of financial obligations will be re-negotiated with creditors and changes to the capital expansion plan will be made should the need arise.

We have not early applied the following new and revised IFRSs that have been issued but are not yet effective:

See note 2 to our audited consolidated financial statements for additional information regarding the above recent accounting pronouncements.

Renewable energy comes from sources that do not deplete over time. They include hydropower, wind, solar (thermal and PV), geothermal, biofuels and biomass. According to the International Energy Agency ("IEA") total renewable power capacity worldwide was 1,579 GW in 2012, an increase of 7.8% from 2011. Additional capacity from renewable energy technologies accounted for over half of the new capacity installed globally in 2012. During the period from 2006 to 2012, total global installed capacity of renewable energy grew at a CAGR of 5.5%, with PV growing at the most rapid rate of 60.0%.

By 2016, the IEA expects global renewable electricity generation to exceed that from natural gas, becoming the second largest source of electricity after coal. By 2018, the IEA expects renewable generation to represent 25% of global gross power generation, up from 20% in 2011 and 19% in 2006. In particular, fast-growing wind and solar photovoltaics (PV) generation is expected to lift the share of non-hydro renewable power to 8% of gross generation in 2018, up from 4% in 2011 and 2% in 2006. The principal factors driving the growth in renewable power generation include:

Governments of major countries like China, the United States, Germany, Spain, Japan, Canada and larger South American countries have been supporting environmentally friendly sources of power generation through a number of policy initiatives, including FIT, quota systems, net metering and tax incentives. These policies were implemented in order to increase energy independent, improve energy-mix and reduce carbon emissions.

Solar PV cells and modules directly convert the sun's energy into electricity. Solar PV technology is considered proven and reliable and is widely adopted globally with cumulative installations reaching 100 GW in 2012 from 2.8 GW in 2003. According to EPIA and Solarbuzz, the world PV market in terms of new annual installations grew at a CAGR of 65% from 2007 to 2012. The market size in 2012 reached 29 GW, a 6% increase over 2011.

The following chart shows PV cumulative installed capacity globally for the periods indicated.

PV systems enjoy substantial advantages over other forms of conventional and renewable electricity generation. Unlike wind power, peak energy production generally corresponds to peak energy demands. PV systems do not emit air, water, noise, vibration or waste pollution, or have any impact on the habitat beyond the site itself. They are not susceptible to fuel price volatility and require substantially less maintenance than any other form of electricity generation. In addition, there is limited energy loss in transmission and distribution due to solar power systems' general proximity to end consumers.

The PV industry has been driven by a number of government programs encouraging the adoption of solar power and other renewable energy sources. Increasing economies of scale, lower raw material costs and increased production efficiency have resulted in decreasing average selling prices for PV modules, inverters and mounting systems. The economics of solar as a mainstream power generation source are expected to improve, reducing its dependence on subsidies.

PV systems are generally classified as either on-grid systems or off-grid systems. On-grid systems are connected to the electricity transmission and distribution grid. Such systems are commonly mounted on the rooftops of buildings, integrated into building facades or installed on the ground using support structures, and range in size from two to three kW to multiple MW. Off-grid systems are typically much smaller and are frequently used in remote areas where access to utility networks is not economical or physically feasible. According to Solarbuzz, on-grid systems accounted for 29 GW of total solar power system installations, compared to 380 MW for off-grid systems, in 2012.

A critical component of project development is the identification of large areas of land that are exposed to long periods of sunshine and could be potential solar power sites. One important resource used by developers is NASA, which uses advanced satellite technology to measure key surface solar data points (solar radiation, radiation power, clouds and wind data etc.). Comprehensive datasheets are publicly available on the NASA website and are a useful tool to assist in the initial identification of geographical locations for future solar power sites.

Under Solarbuzz's "Most Likely" scenario, the world PV market in terms of annual installations is expected to grow from 29 GW in 2012 to 66 GW in 2017, representing a five-year CAGR of 18%. The "Most Likely" scenario assumes moderate PV module growth, moderate decline in PV module pricing, country-specific incentive and pricing environments, supply and demand balance, and other macroeconomic projections. The European market share will decrease from 57% of the world PV market demand in 2012 to between 12% and 38% in 2017, and the APAC market is forecast to increase its share from 31% to between 37% and 56% in 2017. [Consider mentioning the other scenarios.]

The following table sets forth the key country demand forecast outcomes under the "Most Likely" scenario of Solarbuzz.

As solar parks become more affordable relative to other sources of energy production due to technological improvements and increasing efficiencies, price reductions in PV modules and balance-of-system components and decreasing natural resource supplies, PV energy becomes increasingly competitive compared to traditional fossil fuels and other forms of electricity production. When the total cost of generating PV energy over the lifetime of a solar park, or the levelized cost of a solar park, is less than or equal to the price of purchasing the same amount of power from the power grid, a level known as grid parity, PV energy will become a contender for widespread development without subsidies or government support. It is widely believed that a wholesale shift to PV power will

occur when it reaches grid parity. Grid parity for decentralized solar energy has been reached in a number of regions, including Spain, Italy, southern Germany, southern California, Australia, Denmark and Chile.

The following table indicates the levelized cost and cost of electricity of PV energy in each of the countries indicated for the types of solar parks indicated as of July 2013.

Incentive programs for PV generation vary depending on jurisdiction. They can include FIT programs (including quota systems and tendering systems), net metering programs and financial incentives, such as tax incentives, grants, loans, rebates, and production incentives.

Under a basic FIT program, producers of renewable energy are paid a set rate for their electricity, usually based on the technology used and size of the installation. For PV, the rate has historically been set above market rates and is fixed for a certain period.

In most countries with FIT, grid operators are obliged to provide priority and guaranteed access to the power grid for renewable energy installations. The additional costs of these schemes are generally passed through to the electricity consumers by way of a premium on the kWh end-user price.

Under a quota system, governments mandate a minimum share of capacity or (grid-connected) generation of electricity to come from renewable energy sources. This share often increases over time, with a specific final target and end date. The mandate can be placed on producers, distributors, or consumers. There are two main types of quota systems used: obligation/certificate and tendering systems. The Renewable Portfolio Standard, or RPS, used in the United States falls into the former category.

Under an RPS, regulated utilities are required to provide a specified percentage of their total electricity sales to end-user customers using eligible renewable resources by a specified date. Some programs further require that a specified portion of the total percentage of renewable energy must come from solar generating facilities.

Tendering systems focus on specific targets for new capacity. For example, a government may solicit bids to build a certain amount of new renewable energy capacity under a competitive tender. Project proponents bid until all the capacity has been allocated. The tender solicitation approach allows governments or utilities to prescribe project construction time frames to achieve specific generation targets for the electricity system.

Net energy metering programs provide electric consumers with incentives to generate their own renewable energy. Electric energy generated by electric consumers from an eligible on-site generating facility and delivered to the local distribution facilities may be used to offset electric energy provided by the electric utility to the electric consumer during the applicable billing period. Some utilities pay the end-user in advance, while others credit the end-user's bill.

Tax incentive programs can take the form of investment and production tax credits, accelerated depreciation and sales and property tax exemptions.

According to Solarbuzz, the Japanese market grew to 477 MW in 2009, 967 MW in 2010, 1.2 GW in 2011, and further to 1.8 GW in 2012. Japan continued to have the highest installed system prices among the major PV countries while also displaying a lower level decline. The downward pricing path accelerated early in 2012 as more Chinese and South Korean modules gained a foothold in the Japanese market and were available at prices about 10 to 20% less than domestic modules.

In November 2009, the federal government introduced a net FIT policy requiring electric power utilities to buy excess electricity generated by PV systems at a premium rate. However, the net FIT policy did not accept non-residential systems larger than 500 kW and systems for power generating businesses. In July 2012, the federal government's full FIT program launched, focusing on the development of large-scale renewable technologies including utility-scale solar parks. For solar power facilities supplying renewable electricity with output capacity exceeding 10 kW with electric supply agreements entered into between July 1, 2012 and March 31, 2013, the Ministry of Economy, Trade and Industry, or the METI, set the procurement price at 42 yen per kWh over the next 20 years. For supply agreements of such facilities entered into after April 1, 2013, the METI set a price of 37.8 yen per kWh over the next 20 years.

Chile is the world's largest copper exporter, and the energy-intensive nature of that industry creates substantial challenges in meeting power demand. In 2010, the copper operations consumed 19 TWh, which represents 32% of the total generated in the country that year. In 2010, Chile generated a total of 57 TWh of electricity, 6% of which was produced from renewable sources. The country's current capacity cannot keep pace with rising energy demand. As a result, Chile relies heavily on imported electricity generated from fossil sources.

The PV market in Chile reached 350 MW in July 2013, according to its Center for Renewable Energies. The pipeline of approved solar parks has grown to 3.1 GW, with an additional 1 GW awaiting approval. According to Solarbuzz, the market continues to be constrained by a lack of viable PPAs.

One policy response to this power generation shortfall has been the encouragement of clean electricity generation. While Chile offers a limited set of policy incentives aimed at promoting renewable energy deployment, it was one of the first nations in Latin America to set long-range targets for adding clean generating capacity. This includes a 20% by 2024 clean energy mandate. Currently 5% of all power consumed in the two main electric systems must come from renewables. That rises 0.5%

per year until the full target of 20% is hit in 2024. The new regulation includes for those PPA signed between August 31, 2007 and July 1, 2013 a 5% quota applicable today, rising by 0.5% per year each year, reaching 10% in 2024. Regarding those PPA signed subsequent to July 1, 2013, the annual increase will be 1% between 2014 and 2020, a 1.5% between 2021 to 2024 and a 2% in 2025, to reach the goal of 20%. The Ministry of Energy will hold public tenders to cover the deficits of NCRE accreditations from their electrical systems. The alternative to sell NCRE credits between SING and SIC, and viceversa, is considered favourable as well for PV financial evaluations.

By the end of 2013, the National Energy Administration estimates that China's on-grid solar power capacity will amount to 10 gigawatts (GW) by the end of 2013, a 200-percent jump from that seen a year ago. China aims to increase its installed generating capacity of solar power to 35 GW by 2015 by adding at least 10 GW each year from 2013 to 2015. While the China market is currently dominated by large-scale ground-mounted systems, national policies aim to encourage distributed, building-mounted projects as well.

Over the course of 2013, National Development and Reform Commission (NDRC) of China clarified its FIT policy for PV generation. The benchmark PV FIT for PV power station will be set at CNY 0.9/kWh, 0.95/kWh and 1/kWh based on local solar energy resources and generating plant construction costs. The effective period of the FITs is 20 years.

Incentives for Distributed PV Power Generation will be divided into two types: self-use and sales-to-grid. The FIT for Distributed PV Power Generation for self-use and sales-to-grid is set at CNY 0.42/kWh

The national grid companies will be required to prioritize purchases of PV power and purchase all available electricity generation. Critically, transmission lines and power plants must be put into operation at the same time avoiding previous problems with delayed grid connections.

According to Solarbuzz, the PV market in Canada reached 268 MW in 2012 and is forecasted to reach 640 MW by 2017, representing a five-year CAGR of 19%. According to Toronto research firm ClearSky Advisors, Canada's solar market is expected to grow to 3.48 GW by the end of 2018.

Ontario is at present the largest domestic market for Canadian solar power providers, due to the province's FIT. Ontario intends to procure additional renewable power generation of approximately 200 MW a year over the next few years. As the only Canadian province to have utility-scale on-grid solar farms, Ontario also has signalled its intention to establish a competitive bidding system for utility-scale PV energy generation, which is expected to continue to foster a competitive marketplace. As of September 30, 2013, the Ontario Power Authority was managing 2,050 MW of combined capacity from solar parks, 925 MW in commercial operation and 1,125 MW under development.

The following table illustrates the current and proposed Ontario FIT rates for the system types and system sizes indicated as of January 1, 2014

According to Solarbuzz, the PV market in Greece grew from 265 MW in 2011 to 960 MW in 2012 despite the financial crisis. 11% of the market is comprised of ground-mounted installations, down from 77% in 2011, and commerical and industrial systems took a 58% share, up from 1% a year earlier. As a result of the financial crisis, financing for solar parks has constrained the market. Nevertheless, Greece continued to grow as a result of administrative simplifications adopted at the end of 2010, which included:

In addition, Greece is encouraging the development of solar thermal energy and a number of small-and mid-size companies have invested in this sector. As a result, Greece's installed PV capacity has reached 960 MW and is expected to reach 2.2 GW by 2020.

The future for PV in Greece looks promising. Solar parks are being pursued to take advantage of Greece's abundant sunshine and to spur its economy. The FIT was adjusted at the beginning of 2012 but it is still generous, largely compensating for the very high cost of financing solar parks. Greece has set an objective of 2.2 GW of PV cumulative installed capacity by 2020. At the current pace of PV development, this could be reached between 2014 and 2016.

As of the date of this prospectus, the total capacity of our IPP solar parks, based on our percentage of equity holding in the project companies, amounted to 21.8 MW in Greece, 15.4 MW in Japan, 5.6 MW in the Czech Republic, 3.7 MW in Bulgaria and 0.9 MW in Spain. Most of our PPAs fix the FIT for our IPP solar parks for 20 years. In addition to our existing operational project portfolio, we have 4.0 MW of solar parks under construction, 271.3 MW of permitted solar parks that are ready for construction upon receipt of financing, as well as 953.3 MW of solar parks in pipeline, including 475.7 MW of solar parks we expect to become permitted within 12 months.

We believe that our proven track record, on-the-ground capabilities and global platform provide us with substantial advantages over both local and international PV project developers. We intend to continue expanding our operations in key markets, such as Japan, Latin America, Canada, China, South Africa and Southeast Asia.

We believe the following competitive strengths have contributed and will continue to contribute to our success:

Our proven track record, on-the-ground capabilities and global platform give us key competitive advantages in developing and operating solar parks globally.

We have successfully developed and operated solar parks on a global basis. As of the date of this prospectus, we have completed 183 solar parks globally with an aggregate capacity of 174.3 MW, and own and operate 21.8 MW in Greece, 15.4 MW in Japan, 12.3 MW of solar parks in Bulgaria, 5.6 MW in the Czech Republic and 0.9 MW of solar parks in Spain.

We have a proven track record of identifying and entering PV markets, particularly in emerging countries. Through our localized teams, we were an early developer of solar parks in Japan, Latin America, Canada, the Czech Republic, Greece, Bulgaria, Spain, Germany, South Africa and the United States. We typically enter countries and establish significant institutional relationships with local industry players and regulators, as a primary developer, before local secondary permit markets formed. For example, we entered the Japanese market in 2009, when there were no formal incentive programs at the time. Nonetheless, we successfully completed rooftop projects that received a one-time subsidy from the Japanese government.

Our early entry is enabled by our on-the-ground capabilities and global platform. We employ managing directors, with an average of seven years of relevant industry experience who oversee Europe, Latin America, Spain, Japan and North America, who lead localized business development teams in Japan, Latin America, Canada, the Czech Republic, Greece, Bulgaria, Spain, Germany, South Africa and the United States. We leverage our significant local regulatory, industry and legal relationships to select the most attractive PV assets. We cost-effectively guide solar parks through the permitting process with a high success rate. Our local engineering and project management teams have deep and extensive experience in PV engineering, as well as civil and electrical engineering. They effectively design solar parks tailored to local regulations, infrastructure and the environment.

Our global platform coordinates our strong project development resources among multiple jurisdictions. We leverage our teams in existing markets to access new markets with minimal additional overhead. For example, our team in Spain was able to lead our early efforts in Latin America. We have specialized engineering, design and procurement teams that leverage our established global relationships with major module and balance-of-system components manufacturers. We are supplier-and technology-neutral which allows us to build relationships with a wide range of suppliers, including Risen, Shanghai Chaori, Shanghai Evergrowing and Tianwei. We independently monitor and engage third parties to monitor the manufacturing of our components to ensure the high-quality of equipment. Our centralized O&M platforms in Europe and Asia allow us to cost-effectively increase the utilization rate, rate of power generation and system life of our solar parks. With our global reach and local expertise, we are well positioned to take advantage of opportunities globally from initiation and permit development to selling electricity to the power grid.

Our extensive portfolio of permitted and pipeline solar parks provides us with clear and actionable opportunities to grow power generation and earnings.

We currently have 271.3 MW of solar parks that are permitted, that is, ready to begin construction once we have secured funding. In addition, we have 953.3 MW of solar parks in pipeline development including 475.7 MW of advanced pipeline projects for which we have secured site control and certain milestone permit or agreement and expect to obtain all necessary permits within 12 months. We select the solar parks with the highest expected return on investment for development, based on our technological feasibility studies and permitting efforts. Our current project pipeline and experience with

both BT and IPP solar parks provides us with the flexibility to choose the most effective revenue model based on industry and financing conditions.

Of the 271.3 MW of our permitted projects as of the date of this prospectus, 122.8 MW were in Japan, 101.2 MW in Chile, 42.3 MW in Uruguay and 5.0 MW in Canada. We believe that most of these solar parks will be connected to the grid by the end of 2014. Japan has high electricity demands and low domestic natural resources reserves. As a result, we were able to secure solar parks with FIT of US$0.42 with PPAs of 20 years. Chile is the world's largest copper exporter and the energy-intensive nature of the copper mining industry creates substantial challenges in meeting power demand. As a result, PV energy in Chile is at grid parity. Our solar parks in Canada will also have high tariffs, US$0.635-0.713 per watt, with PPAs of 20 years.

Of the 475.7 MW of advanced pipeline projects as of the date of this prospectus, 176.0 MW were in Japan and 132.0 MW in Chile. Securing site control and certain milestone permits or agreements in these jurisdictions has taken one to two years of negotiation with multiple land owners and local government authorities. In order to obtain all necessary permits and agreements for project financing, we must complete additional administrative and regularoty steps. We have commenced preliminary discussions with potential equipment suppliers and construction contractors. Upon receipt of all necessary permits and funding, we can commence construction of these solar parks, which will further enhance our IPP project portfolio.

We believe our diversified project portfolio and established global track record will allow us to bid competitively in new and existing PV markets. Our participation in a diverse number of PV markets also broadens our expertise and reduces our reliance on any particular market's subsidy regime or economic or technical conditions.

Our comprehensive project development capabilities allow us to consistently deliver solar parks at competitive costs.

We have developed 183 solar parks in seven countries. Our experience and expertise includes all stages of project development, primary and secondary development, multiple revenue streams and project development on five continents. We have developed small projects, including 70 kW of roof-top projects in Canada, and large solar parks, including a 10 MW solar park in Greece. Our diverse portfolio allows us to operate in a wide range of circumstances. Our ability to develop a solar park from initiation to completion allows us to more fully evaluate project-specific risks.

We have experience with both primary and secondary development. As a primary developer, we obtain site control rights for a solar park, obtain permits required for the construction of the project and negotiate grid connection agreements and PPAs. As a secondary developer, we buy solar parks in various stages of permit development and continue developing those solar parks. We have engaged in primary development in Japan, Chile and other South American countries, Canada, the United States, the Czech Republic and other European countries, South Africa, and Southeast Asian countries and other emerging markets. Through primary development, we establish our understanding of a solar park from an early stage, thereby reducing the risks associated with project development. Since we leverage our established government relationships and familiarity with local markets to source our own permits, we also enjoy significant cost advantages over secondary developers. We also use primary development to establish an early mover advantage in new markets, such as we did Japan. As we developed our expertise and relationships in these markets, we also increased our primary development capabilities.

We believe we enjoy low project development costs as a result of our project development expertise and centralized project development processes. After developing 174.3 MW of solar parks in multiple jurisdictions, we have increased our economies of scale and believe we enjoy significantly reduced costs for all stages of project development. We have both in-house and outsourced quality control teams to ensure that our equipment and components have minimal defects for the life of the

solar park. We have a track record of connecting solar parks to the power grid with minimal delays and cost overruns. For example, during the second half of 2012 and first half of 2013, our Greece project management team successfully connected 76.4 MW of solar parks on schedule for more than 100 different sites. Our ability to promptly connect these projects on-schedule allowed us to enjoy high FIT rates before they were adjusted downwards. We also believe we enjoy low components costs and favorable delivery and payment terms as a result of our established relationships with a number of suppliers and contractors.

We are supplier- and technology-neutral and we have the flexibility to choose from a broad range of manufacturers and suppliers.

Since we are not a module manufacturer, we develop solar parks by leveraging PV and balance-of-system components manufacturers that offer the best quality, pricing and payment terms, free from the biases that many project developers face as a result of being owned by or connected to upstream manufacturers. To take advantage of the increasing competition and current oversupply in upstream markets, we work with a number of PV module manufacturers, such as Sharp Corporation, and Canadian Solar Inc., and balance-of-system components manufacturers, such as Siemens AG and SMA Solar Technology AG. We also work with a variety of EPC partners worldwide including Panasonic Eco Solutions and Sumitomo Corporation.

We believe that our ability to focus our attention on project development, without limiting our use of PV products to any one supplier or technology, allows us to leverage the highest quality, lowest cost and most technologically advanced and innovative products. As PV and balance-of-system components constitute the significant majority of the total costs of PV systems, we believe our ability to independently choose the most cost-effective components and the most advanced technology offers us a significant competitive cost advantage against other PV developers. We also maintain sourcing relationships with local manufacturers in markets where there are local component requirements preferences, such as Japan or Canada.

We have access to a variety of financing sources and a demonstrated ability to design cost-effective project funding solutions.

We have extensive experience and expertise in financing large-scale solar parks, minimizing investment risks, optimizing capital structure and maximizing returns for each solar park. Our in-house investment and financing team has worked with a variety of lenders and investors, including banks, insurance companies, private equity funds, utility companies or conglomerates in various markets. We utilize a broad range of financing structures, tailored to the risks and opportunities of solar parks in each market, including project financing, equity financing through affiliates and pre-financing agreements with off-takers. We typically arrange for project financing from our international financing sources in countries where local financing is less readily available on desirable terms, such as Bulgaria and Greece, and arrange for local financing in countries with relatively low financing costs, such as Canada, the Czech Republic and Chile.

We have secured project financing from a number of major international institutions. In October 2012, we entered into a financial cooperation agreement with China Development Bank, pursuant to which the bank has stipulated its intention to provide us with financing for our business operations and project development activities in a total amount of up to RMB10.0 billion or equivalent available from 2012 to 2016. In November 2012, we entered into senior loan facility agreements for CZK363 million (US$19.1 million) with PPF banka a.s., a specialized corporate and investment bank in the Czech Republic.

We are led by a highly experienced management team supported by strong, localized execution capabilities across all key functions.

Our management team has a broad range of expertise and in-depth understanding of the PV industry. Our senior management has extensive experience in both upstream and downstream PV markets. Our founder and executive chairman, Mr. Weili Su, who has over 13 years of business experience in the PV industry, has demonstrated his vision, leadership and capabilities as a pioneer in the downstream PV market by spearheading the PV project development business since 2005. From 2005 to 2009, Mr. Su oversaw the development and construction of solar parks in Europe with a total capacity of approximately 100.0 MW. He also supervised the largest solar park in Spain in terms of capacity in 2008 and the only privately-funded independent national testing center for PV products in the PRC as of today. From 2001 to 2004, Mr. Su served as vice president, director and secretary for Yingli Green Energy Holding Co., Ltd., an NYSE-listed company. Our chief executive officer, Ms. Amy (Yi) Zhang, has over 22 years of experience in corporate finance, financial accounting and risk management with leading industrial companies and an accounting firm, and served for over five years as the chief financial officer of a leading PV manufacturer based in China and listed on the NYSE.

Our management team is supported by a team of employees with strong credentials, knowledge, experience and regulatory relationships in our target markets and general know-how in the PV industry. While our global team focuses on financing, procurement and risk management, our local teams focus on permit development, engineering, construction and O&M. We employ managing directors, with an average of seven years of relevant industry experience who oversee Europe, Latin America, Spain, Japan and North America, who lead localized business development teams in Japan, Latin America, Canada, the Czech Republic, Greece, Bulgaria, Spain, Germany, South Africa and the United States.

We aim to become the leading global renewable energy asset developer, owner and operator. To achieve this goal, we intend to pursue the following strategies:

Expand our global IPP portfolio in regions with attractive returns on investment and increase recurring revenue and cash flow.

We plan to increase recurring revenue and the long-term stability of our earnings and cash flow, by focusing on developing and operating IPP assets in countries with high-quality solar resources, attractive on-grid tariffs, sound power grid connection and transmission infrastructure and substantial PV energy generation growth potential. We believe that we can leverage our extensive pipeline and project development and management experience to grow our IPP business.

We intend to primarily focus on markets like Japan, which has high demand for power, low domestic natural resources reserves, and consequently high energy costs, a highly favorable FIT policy and attractive local financing sources, and Chile, where demand for electricity has grown 5 to 7% per annum in the last 15 years, in light of solar development costs approaching grid parity, low development costs, abundant land resources for development and a clean energy mandate requiring that 5% of all electricity be produced by a generator be produced by non-conventional renewable energies by 2014 and 20% by 2025. We will own and operate these assets as an IPP. We are planning to start construction once we secure financing of 122.8 MW of solar park in Japan, 101.2 MW in Chile, 42.3 MW in Uruguay and 5.0 MW in Canada. We believe that most of these solar parks will be connected to the grid by the end of 2014.

Our founder and management team have extensive experience in the PV industry in China and we believe we are uniquely positioned to take advantage of opportunities in the market. We believe that China's demand for solar power will increase significantly in the future, as governmental and market

conditions mature. We are prepared to enter the market rapidly when the appropriate regulatory and commercial environment has developed.

We will increase the proportion of solar parks we pursue under a distributed generation model, where we install PV panels on sites that generate small amounts of electricity, such as rooftops, rather than on large solar farms. We will utilize the distributed generation model in markets with large residential areas, such as the United States and Australia.

Optimize our financing sources to support long term growth and profitability in a cost-efficient manner.

We plan to leverage our operational expertise and existing relationships with key financial institutions, who value our international project development and operations capabilities, to secure cost-competitive funding. We aim to improve our liquidity, diversify our funding sources, secure attractive financing options and maintain an appropriate amount of leverage for stable, long-term growth. We will continue to:

Improve our in-house capabilities for project development, operations and risk management.

We strive to enhance our in-house project development capabilities and industry relationships to serve our rapidly growing global operations. We will continue to evaluate our internal management procedures to improve our resource and risk management systems. We will also aim to improve our site selection, primary permit development and financing capabilities.

As we expand our operations in existing markets and enter into new markets, we will continue to leverage our existing talent pool, and actively identify, recruit and train additional personnel in local and global PV markets to increase our localized project development and operations capabilities. We will also focus on managing risks, including foreign exchange risk, legal risks and political risks, associated with operating in a growing number of geographic areas. We will continue to improve our technical, legal and financial due diligence capabilities and streamline our internal control system to reduce the risks and costs of our operations. We will continue to improve and standardize our O&M processes to enhance the utilization rate, rate of power generation and system life of solar parks.

We will continue to maintain and enhance our strategic relationships. We will leverage our long-term preferred supplier relationships to maintain a stable supply of high-quality and cost-effective module and components solutions. We seek to lower the risks of entering new markets by working closely with industry players with strong networks and local knowledge who value our project development and operations expertise. We also intend to strengthen our relationships with regulatory bodies to improve our success rates for permit development.

The process for developing a solar park varies according to local regulations in each jurisdiction, although there are certain key milestones common to many jurisdictions. Generally, a developer first secures site control, generally by acquisition of the land or a long-term lease arrangement, obtains key energy permits, such as operational licenses, and enters into key agreements, such as grid connection

agreements, PPAs and other off-take agreements. Prior to construction, the developer secures the appropriate zoning and environmental permissions, applicable construction permits, and project financing. When construction is complete, the solar park may be connected and begin selling to the off-taker. We classify our IPP solar parks based on these key milestones.

The following table sets forth our IPP solar parks grouped by commercial operation dates that we owned and operated or in which we held a minority equity interest as of the date of this prospectus:

	Gross Capacity			Attributable Capacity		Ground/ Rooftop		PPA Terms

	(MW)			(MW)
Solar parks in Group
Czech Republic		2.3	Sky Solar 100%		2.3	Ground	2009Q4	20 years FIT with 2% annual inflation rate
Czech Republic		1.0	Sky Solar 100%		1.0	Ground	2010Q2	20 years FIT with 2% annual inflation rate
Czech Republic		2.3	Sky Solar 100%		2.3	Ground	2010Q3	20 years FIT with 2% annual inflation rate
Japan		0.5	Sky Solar 100%		0.5	Ground	2013Q1	20 Years Fixed FIT
Japan		2.4	Sky Solar 100%		2.4	Ground	2013Q2	20 Years Fixed FIT
Japan		4.0	Sky Solar 100%		4.0	Ground	2013Q3	20 Years Fixed FIT
Japan		4.3	Sky Solar 100%		4.3	Ground	2013Q4	20 Years Fixed FIT
Japan		3.0	Sky Solar 100%		3.0	Ground	2014Q1	20 Years Fixed FIT
Japan		1.2	Sky Solar 100%		1.2	Ground	2014Q2	20 Years Fixed FIT
Spain		0.7	Sky Solar 100%		0.7	Rooftop	2010Q2	20 Years Fixed FIT
Spain		0.2	Sky Solar 100%		0.2	Rooftop	2010Q4	20 Years fixed FIT
Greece		2.0	Sky Solar 100%		2.0	Ground	2012Q4	20 years FIT with 0.5% annual inflation rate
Greece		15.9	Sky Solar 100%		15.9	Ground	2013Q1	20 years FIT with 0.5% annual inflation rate
Greece		3.4	Sky Solar 100%		3.4	Ground	2013Q2	20 years FIT with 0.5% annual inflation rate
Greece		0.5	Sky Solar 100%		0.5	Ground	2013Q3	20 years FIT with 0.5% annual inflation rate
Solar parks under JV
Bulgaria		10.8	Sky Solar 30% RisenSky 70%		3.2	Ground	2012Q3	20 years FIT with 0.67% annual inflation rate
Bulgaria		1.5	Sky Solar 30% RisenSky 70%		0.5	Ground	2012Q4	20 years FIT with 0.67% annual inflation rate


Total		56.0			47.4

The following table sets forth our solar parks grouped by commercial operation dates under construction as of the date of this prospectus:

The following table sets forth our permitted solar parks grouped by commercial operation dates as of the date of this prospectus:

Title of each class of securities to be registered⁽¹⁾⁽²⁾	Proposed maximum aggregate offering price⁽³⁾	Amount of registration fee




Ordinary shares, nominal value US$0.0001 per ordinary share	US$	US$

	As of December 31, 2013

	Actual		Pro Forma	Pro Forma As Adjusted⁽¹⁾
	(US$ in thousands)
Long-Term Borrowings		16,400
Capital and reserves/(deficit):
Share capital		—
(Deficit) Reserves⁽¹⁾		98,104
Non-controlling interests		—
Total equity⁽¹⁾		98,104


Total capitalization⁽¹⁾		114,504

	Ordinary Shares Purchased

					Total Consideration
					Total Consideration				Average Price Per Ordinary Share	Average Price Per ADSs
	Number	Percent			Amount	Percent			Average Price Per Ordinary Share	Average Price Per ADSs
Existing shareholders				%				%	US$	US$
New investors				%				%	US$	US$


Total			100	%	US$		100	%

	Year Ended December 31,

	2011				2012				2013
	(US$ in thousands)		(% of total revenue)		(US$ in thousands)		(% of total revenue)		(US$ in thousands)		(% of total revenue)
Client A⁽¹⁾		29,256		35.2		87,291		42.8		*		*
Client B⁽²⁾		26,637		32.0		*		*		*		*
Client C		*		*		37,910		18.6		11,555		31.7
Client D⁽³⁾		—		—		40,676		20.0		*		*


Total⁽⁴⁾		55,893		67.2		165,877		81.4		11,555		31.7

	Less Than 1 Year

	(in thousands of US$)
Commitment to settle EPC subcontracting cost		5,299	—	—	—	5,299
Lease commitment		2,241	3,246	3,246	21,164	29,897
EPC subcontracting cost		49,304	—		—	49,304
Bank borrowings		41,048	3,218	3,218	14,461	61,945


Total		97,892	6,464	6,464	35,625	146,445


Cayman Islands (State or other jurisdiction of incorporation or organization)		4931 (Primary Standard Industrial Classification Code Number)		Not Applicable (I.R.S. Employer Identification Number)


*Copies to:*
Shuang Zhao, Esq. Shearman & Sterling LLP c/o 12th Floor, Gloucester Tower 15 Queen's Road Central Hong Kong +852 2978 8000		Chris K.H. Lin, Esq. Daniel Fertig, Esq. Simpson Thacher & Bartlett LLP c/o 35th Floor, ICBC Tower 3 Garden Road, Central Hong Kong +852 2514 7600

	Per ADS	Total




Price to the public	US$	US$
Underwriting discounts and commissions	US$	US$
Proceeds to us (before expenses)	US$	US$
[Proceeds to the selling shareholders (before expenses)	US$	US$ ]

		Page

Prospectus Summary		1
Risk Factors		12
Special Note Regarding Forward-Looking Statements		42
Use of Proceeds		44
Dividend Policy		45
Capitalization		46
Dilution		47
Enforceability of Civil Liabilities		49
Corporate History and Structure		51
Selected Consolidated Financial and Operating Data		53
Management's Discussion and Analysis of Financial Condition and Results of Operations		56
Industry		80
Business		87
Regulations		106
Management		122
Principal and [Selling Shareholders]		130
Related Party Transactions		132
Description of Share Capital		136
Description of American Depositary Shares		147
Shares Eligible for Future Sale		154
Taxation		157
Underwriting		162
Expenses Related to this Offering		170
Legal Matters		171
Experts		171
Where You Can Find Additional Information		172
Index to Consolidated Financial Statements		F-1


Estimated initial public offering price per ordinary share		US$
Net tangible book value per ordinary share as of December 31, 2013		US$
As adjusted net tangible book value after giving effect to this offering		US$
Amount of dilution in net tangible book value per ordinary share to new investors in this offering		US$
Amount of dilution in net tangible book value per ADS to new investors in this offering		US$


Amendments to IFRS 10, IFRS 12 and IAS 27		Investment Entities⁽¹⁾
Amendments to IAS 19		Defined Benefit Plans: Employee Contributions⁽²⁾
Amendments to IFRS 9 and IFRS 7		Mandatory Effective Date of IFRS 9 and Transition Disclosures⁽³⁾
IFRS 9		Financial Instruments⁽³⁾
IFRS 14		Regulatory Deferral Accounts⁽⁵⁾
Amendments to IAS 32		Offsetting Financial Assets and Financial Liabilities⁽¹⁾
Amendments to IAS 36		Recoverable Amount Disclosures for Non-Financial Assets⁽¹⁾
Amendments to IAS 39		Novation of Derivatives and Continuation of Hedge Accounting⁽¹⁾
Amendments to IFRSs		Annual Improvements to IFRSs 2010-2012 Cycle⁽⁴⁾
Amendments to IFRSs		Annual Improvements to IFRSs 2011-2013 Cycle⁽²⁾
IFRIC 21		Levies⁽¹⁾

	Historical		Forecast (GW)

	2012		2013		2017		CAGR (%)
Region
North America		3.48		3.52		5.20		8.4
Europe		16.46		7.04		7.89		(13.7	)
Major Asia Pacific		8.01		8.98		17.34		16.7
Other APAC & Central Asia		0.72		0.95		3.21		34.8
Middle East & Africa		0.14		0.99		3.74		92.9
Latin America & Caribbean		0.19		0.43		1.83		57.3


Total		29.00		21.91		39.21		17.9

	Levelized Cost			Type

	(US$/kWh)
Chile		0.15	0.25	Residential
Argentina (unsubsidized)		0.15	0.14	Residential
Argentina (subsidized)		0.15	0.09	Residential
Japan		0.18	0.29	Residential
South Africa		0.15	0.21	Residential
Greece		0.15	0.29	Residential
Greece		0.15	0.19	Industrial

	Solar Park Size Tranche	Price (¢/kWh)

Solar (PV) (Rooftop)	£10kW	39.6
	>10kW£100kW	34.5
	>100kW£500kW	32.9
Solar (PV) (Non-Rooftop)	£10kW	29.1
	>10kW£500kW	28.8
Aboriginal Price Adder		1.5 (max)
Community Price Adder		1.0 (max)
Municipal Price Adder		1.0 (max)

	Gross Capacity				Attributable Capacity		Ground/ Rooftop	PPA Terms

	(MW)				(MW)
Solar parks assets in Group
Japan⁽¹⁾		122.8	Sky Solar 100	%		122.8	Ground	20 Years Fixed FIT
Chile⁽²⁾		101.2	Sky Solar 100	%		101.2	Ground	N/A
Uruguay⁽³⁾		42.3	Sky Solar 85	%		36.0	Ground	32 Years Fixed FIT
Canada⁽⁴⁾		5.0	Sky Solar 100	%		5.0	Rooftop	20 Years Fixed FIT


Total		271.3				265.0


FBR