0001104659-16-158133.txt : 20161118 0001104659-16-158133.hdr.sgml : 20161118 20161118161926 ACCESSION NUMBER: 0001104659-16-158133 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20161118 DATE AS OF CHANGE: 20161118 GROUP MEMBERS: IDG-ACCEL CHINA CAPITAL ASSOCIATES L.P. GROUP MEMBERS: IDG-ACCEL CHINA CAPITAL GP ASSOCIATES LTD. GROUP MEMBERS: IDG-ACCEL CHINA CAPITAL INVESTORS L.P. GROUP MEMBERS: IDG-ACCEL CHINA CAPITAL L.P. GROUP MEMBERS: QUAN ZHOU SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Sky Solar Holdings, Ltd. CENTRAL INDEX KEY: 0001594124 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-88608 FILM NUMBER: 162007987 BUSINESS ADDRESS: STREET 1: SUITE 1604 9 QUEEN'S ROAD, CENTRAL CITY: HONG KONG STATE: F4 ZIP: 00000 BUSINESS PHONE: 852-2107-3188 MAIL ADDRESS: STREET 1: SUITE 1604 9 QUEEN'S ROAD, CENTRAL CITY: HONG KONG STATE: F4 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: Sky Power Holdings Ltd. DATE OF NAME CHANGE: 20131212 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ho Chi Sing CENTRAL INDEX KEY: 0001545806 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: UNIT 1509, THE CENTER STREET 2: 99 QUEEN'S ROAD, CENTRAL CITY: HONG KONG STATE: F4 ZIP: 00000 SC 13D 1 a16-21897_1sc13d.htm SC 13D

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934

Sky Solar Holdings, Ltd.

(Name of Issuer)

 

Ordinary Shares, par value US$0.0001 per share

(Title of Class of Securities)

 

83084J103(1)

(CUSIP Number)

 

Chi Sing HO

c/o IDG Capital Management (HK) Ltd.

Unit 5505, 55/F.,The Center

99 Queen’s Road

Central, Hong Kong

Fax: 852-2529 1619

Tel: 852-25291016

With a copy to:

Zhan Chen, Esq.

Wilson Sonsini Goodrich & Rosati

Jin Mao Tower

38F, Unit 03

88 Century Boulevard

Pudong, Shanghai, China 200121

Telephone: +86 21 61651768

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

November 18, 2016

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box. o

 

* This statement on Schedule 13D (the “Schedule 13D”) constitutes an initial Schedule 13D filing on behalf of each of IDG-Accel China Capital L.P., IDG-Accel China Capital Associates L.P., IDG-Accel China Capital Investors L.P., IDG-Accel China Capital GP Associates Ltd., Quan Zhou and Chi Sing Ho, with respect to the ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of Sky Solar Holdings. Ltd., a Cayman Islands company (the “Issuer” or “Company”). The Ordinary Shares beneficially owned by IDG-Accel China Capital L.P., IDG-Accel China Capital Associates L.P., IDG-Accel China Capital Investors L.P., IDG-Accel China Capital GP Associates Ltd., Quan Zhou and Chi Sing Ho were previously reported on Schedule 13G filed by IDG-Accel China Capital L.P., IDG-Accel China Capital Associates L.P., IDG-Accel China Capital Investors L.P., IDG-Accel China Capital GP Associates Ltd., Quan Zhou, Chi Sing Ho on February 10, 2015, as amended by an amendment thereto.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d7(b) for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


(1)This CUSIP number applies to the Issuer’s American depositary shares (“ADSs”), each representing eight of the Ordinary Shares of the Issuer.

 



 

CUSIP Number: 83084J103

 

 

1.

 

Name of Reporting Persons
IDG-Accel China Capital L.P.

2.

 

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

3.

 

SEC Use Only

4.

 

Source of Funds (See Instructions)
OO

5.

 

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

6.

 

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

8.

Shared Voting Power
291,951,188

9.

Sole Dispositive Power
0

10.

Shared Dispositive Power
291,951,188

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person
291,951,188

12.

 

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

13.

 

Percent of Class Represented by Amount in Row (11)
69.6%

14.

 

Type of Reporting Person (See Instructions)
PN

 

2



 

CUSIP Number: 83084J103

 

 

1.

 

Name of Reporting Persons
IDG-Accel China Capital Associates L.P.

2.

 

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

3.

 

SEC Use Only

4.

 

Source of Funds (See Instructions)
OO

5.

 

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

6.

 

Citizenship or Place of Organization
Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

8.

Shared Voting Power
291,951,188

9.

Sole Dispositive Power
0

10.

Shared Dispositive Power
291,951,188

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person
291,951,188

12.

 

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

13.

 

Percent of Class Represented by Amount in Row (11)
69.6%

14.

 

Type of Reporting Person (See Instructions)
PN

 

3



 

CUSIP Number: 83084J103

 

 

1.

 

Name of Reporting Persons

IDG-Accel China Capital Investors L.P.

2.

 

Check The Appropriate Box If A Member of A Group (See instructions)

 

 

(a)

o

 

 

(b)

x

3.

 

SEC Use Only

4.

 

Source of Funds (See instructions)

OO

5.

 

Check Box If Disclosure of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e) o

6.

 

Citizenship Or Place of Organization

Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

0

8.

Shared Voting Power

291,951,188

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

291,951,188

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

291,951,188

12.

 

Check Box If The Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) o

13.

 

Percent of Class Represented by Amount in Row (11)

69.6%

14.

 

Type of Reporting Person (See instructions)

PN

 

4



 

CUSIP Number: 83084J103

 

 

1.

 

Name of Reporting Persons

IDG-Accel China Capital GP Associates Ltd.

2.

 

Check The Appropriate Box If A Member of A Group (See instructions)

 

 

(a)

o

 

 

(b)

x

3.

 

SEC Use Only

4.

 

Source of Funds (See instructions)

OO

5.

 

Check Box If Disclosure of Legal Proceedings Is Required Pursuant To Items 2(d) Or 2(e) o

6.

 

Citizenship Or Place of Organization

Cayman Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power

0

8.

Shared Voting Power

291,951,188

9.

Sole Dispositive Power

0

10.

Shared Dispositive Power

291,951,188

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

291,951,188

12.

 

Check Box If The Aggregate Amount in Row (11) Excludes Certain Shares (See instructions) o

13.

 

Percent of Class Represented by Amount in Row (11)

69.6%

14.

 

Type of Reporting Person (See instructions)

CO

 

5



 

CUSIP Number: 83084J103

1.

 

Name of Reporting Persons
Quan Zhou

2.

 

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

3.

 

SEC Use Only

4.

 

Source of Funds (See Instructions)
OO

5.

 

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

6.

 

Citizenship or Place of Organization

United States of America

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

8.

Shared Voting Power
291,951,188

9.

Sole Dispositive Power
0

10.

Shared Dispositive Power
291,951,188

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person
291,951,188

12.

 

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

13.

 

Percent of Class Represented by Amount in Row (11)

69.6%

14.

 

Type of Reporting Person (See Instructions)

IN

 

6



 

CUSIP Number: 83084J103

1.

 

Name of Reporting Persons
Chi Sing Ho

2.

 

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

3.

 

SEC Use Only

4.

 

Source of Funds (See Instructions)
OO

5.

 

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

6.

 

Citizenship or Place of Organization

Canada

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

8.

Shared Voting Power
291,951,188

9.

Sole Dispositive Power
0

10.

Shared Dispositive Power
291,951,188

11.

 

Aggregate Amount Beneficially Owned by Each Reporting Person
291,951,188

12.

 

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

13.

 

Percent of Class Represented by Amount in Row (11)

69.6%

14.

 

Type of Reporting Person (See Instructions)

IN

 

7



 

This Schedule 13D is being filed jointly by IDG-Accel China Capital L.P., IDG-Accel China Capital Associates L.P., IDG-Accel China Capital Investors L.P., IDG-Accel China Capital GP Associates Ltd., Quan Zhou, and Chi Sing Ho (together, the “Reporting Persons”). This Schedule 13D constitutes an initial Schedule 13D filing on behalf of each of the Reporting Persons with respect to the Ordinary Shares. The Ordinary Shares beneficially owned by IDG-Accel China Capital L.P., IDG-Accel China Capital Associates L.P., IDG-Accel China Capital Investors L.P., IDG-Accel China Capital GP Associates Ltd., Quan Zhou and Chi Sing Ho were previously reported on Schedule 13G filed by IDG-Accel China Capital L.P., IDG-Accel China Capital Associates L.P., IDG-Accel China Capital Investors L.P., IDG-Accel China Capital GP Associates Ltd., Quan Zhou and Chi Sing Ho on February 10, 2015, as amended by an amendment thereto. The Reporting Persons have entered into a joint filing agreement, dated as of November 18, 2016, a copy of which is attached hereto as Exhibit 99.1.

 

ITEM 1. SECURITY AND ISSUER

 

This Schedule 13D relates to the Ordinary Shares, par value US$0.0001 per share (the “Ordinary Shares”), of Sky Solar Holdings, Ltd. (the “Company” or “Issuer”). The Company’s principal executive office is located at Room 635, 6/F, 100 QRC Queen’s Road, Central, Hong Kong Special Administrative Region, the People’s Republic of China.

 

ITEM 2. IDENTITY AND BACKGROUND

 

This Schedule 13D is being filed jointly by the Reporting Persons pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d) (3) of the Exchange Act with respect to the transactions described in Item 4 of this statement.

 

Except as expressly otherwise set forth in this statement, each Reporting Person disclaims beneficial ownership of the Ordinary Shares (including Ordinary Shares represented by ADSs) beneficially owned by the other Reporting Persons or any other person. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Persons, except as otherwise provided in Rule 13d-1(k).

 

IDG-Accel China Capital L.P. is a limited partnership organized under the laws of the Cayman Islands. The general partner of IDG-Accel China Capital L.P. is IDG-Accel China Capital Associates L.P., a limited partnership organized under the laws of the Cayman Islands. The general partner of IDG-Accel China Capital Associates L.P.  is IDG-Accel China Capital GP Associates Ltd., a company organized under the laws of the Cayman Islands. The general partner of IDG China Capital Investors L.P. is IDG-Accel China Capital GP Associates Ltd. The directors of IDG-Accel China Capital GP Associates Ltd. are Chi Sing Ho and Quan Zhou. The Reporting Persons are China-focused private equity investors. The Reporting Persons mainly invest in China-related companies, focusing on companies in the information technology, media, healthcare, clean technology and non-technology consumer businesses and services related industries.

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

 

The information set forth in or incorporated by reference in Items 4 and 5 is incorporated by reference in its entirety into this Item 3.

 

8



 

It is currently anticipated that Sky Solar Group Co., Ltd. will require approximately US$146.0 million to complete the Share Purchases. This amount excludes the funds which may be required to pay the costs and expenses associated with the Share Purchases. It is currently anticipated that the Share Purchases will be financed by way of capital contributions from the Sellers or their affiliates (as defined in item 4 below) (the “Capital Contributions”) to Tibet Tianjian Solar Renewable Energy System Integration Technology Co., Ltd. (“Tibet Co.”), which will make a capital contribution in the same amount to Yiwu Runyang Renewable Energy Co., Ltd. (“Yiwu Co.”), its wholly-owned subsidiary, and which will, in turn, make a capital contribution in the same amount to Sky Solar Group Co., Ltd. Each Seller’s or its affiliates’ Capital Contribution is expected to equal the consideration such Seller would receive in the Share Purchases.

 

ITEM 4. PURPOSE OF TRANSACTION

 

The information set forth in Items 3 and 6 is hereby incorporated by reference in this Item 4.

 

Sky Solar Group Co., Ltd. and Yiwu Co. entered into an Investment Cooperation Framework Agreement dated November 16, 2016 and a Supplemental Agreement dated November 17, 2016 (together, the “Share Purchase Agreements”) with certain sellers, namely Flash Bright Power Ltd., IDG-ACCEL China Capital L.P., IDG-ACCEL China Capital Investors L.P., Jolmo Solar Capital Ltd., CES Holding Ltd., Jing Kang, Bin Shi, Sino-Century HX Investments Limited, Rihuaxing Limited, and Sunpeak Universal Holdings, Inc. (together, the “Sellers”), to purchase an aggregate of 153,103,084 Ordinary Shares and 17,356,013 ADSs from the Sellers at US$0.5 per Ordinary Share and US$4.0 per ADS (the “Share Purchases”).

 

The details of the Share Purchases are as follows:

 

Seller

 

Number of
Ordinary
Shares
(excluding
Ordinary
Shares
represented
by ADS) Sold

 

Per
Ordinary
Share
Consideration
(in US$)

 

Number of
ADSs Sold (1
ADS
represents 8
Ordinary
Shares)

 

Per ADS
Consideration
(in US$)

 

Number of
Ordinary
Shares
(including
Ordinary
Shares
represented
by ADSs)
Sold

 

Total
Consideration
(in US$)

 

Flash Bright Power Ltd

 

0

 

/

 

12,606,013

 

4.00/ADS

 

100,848,104

 

50,424,052

 

IDG-ACCEL China Capital L.P.

 

78,335,914

 

0.5/Ordinary Share

 

0

 

/

 

78,335,914

 

39,167,957

 

IDG-ACCEL China Capital Investors L.P.

 

3,613,992

 

0.5/Ordinary Share

 

0

 

/

 

3,613,992

 

1,806,996

 

IDG-ACCEL China Capital Investors L.P.

 

0

 

/

 

110,250

 

4.00/ADS

 

882,000

 

441,000

 

IDG-ACCEL China Capital L.P.

 

0

 

/

 

2,389,750

 

4.00/ADS

 

19,118,000

 

9,559,000

 

JOLMO SOLAR CAPITAL LTD

 

5,400,000

 

0.5/Ordinary Share

 

0

 

/

 

5,400,000

 

2,700,000

 

CES Holding Ltd.

 

8,000,000

 

0.5/Ordinary Share

 

0

 

0/

 

8,000,000

 

4,000,000

 

Jing Kang

 

3,800,000

 

0.5/Ordinary Share

 

0

 

/

 

3,800,000

 

1,900,000

 

Bin Shi

 

0

 

/

 

2,250,000

 

4.00/ADS

 

18,000,000

 

9,000,000

 

Sino-Century HX Investments Limited

 

15,133,334

 

0.5/Ordinary Share

 

0

 

/

 

15,133,334

 

7,566,667

 

Rihuaxing Limited

 

9,300,000

 

0.5/Ordinary Share

 

0

 

/

 

9,300,000

 

4,650,000

 

Sunpeak Universal Holdings,Inc.

 

29,519,844

 

0.5/Ordinary Share

 

0

 

/

 

29,519,844

 

14,759,922

 

Total

 

153,103,084

 

 

 

17,356,013

 

 

 

291,951,188

 

145,975,594

 

 

9



 

Pursuant to the Share Purchase Agreements, the closing of the Share Purchases shall happen by December 31, 2016, and is subject to certain closing conditions including approval from the relevant PRC governmental authorities, and Capital Contributions to Tibet Co.

 

The purpose of the Share Purchases is to enable the Sellers to explore a potential listing of Tibet Co. in China, which may provide a better valuation as well as an alternative exit option.

 

The description of the Share Purchase Agreements contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of that agreement, an English translation of which is attached hereto as Exhibit 99.2 and Exhibit 99.3.

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

 

The information contained on each of the cover pages of this statement and the information set forth in Items 2, 3, 4 and 6 are hereby incorporated by reference in their entirety in this Item 5.

 

(a) — (b) The following table sets forth the beneficial ownership of Ordinary Shares (including Ordinary Shares represented by ADSs) of the Company for each of the Reporting Persons.

 

Name

 

Shares
Beneficially
Owned

 

Percentage of
Total*

 

Sole Voting
Power

 

Shared
Voting
Power

 

Sole
Dispositive
Power

 

Shared
Dispositive
Power

 

IDG-Accel China Capital L.P. (1)

 

291,951,188

 

69.6

%

0

 

291,951,188

 

0

 

291,951,188

 

IDG-Accel China Capital Associates L.P.(2)

 

291,951,188

 

69.6

%

0

 

291,951,188

 

0

 

291,951,188

 

IDG-Accel China Capital Investors L.P. (3)

 

291,951,188

 

69.6

%

0

 

291,951,188

 

0

 

291,951,188

 

IDG-Accel China Capital GP Associates Ltd.(4)

 

291,951,188

 

69.6

%

0

 

291,951,188

 

0

 

291,951,188

 

Quan Zhou(5)

 

291,951,188

 

69.6

%

0

 

291,951,188

 

0

 

291,951,188

 

Chi Sing Ho(5)

 

291,951,188

 

69.6

%

0

 

291,951,188

 

0

 

291,951,188

 

 


* Percentages are calculated based on 419,546,514 Ordinary Shares (including Ordinary Shares represented by ADSs) issued and outstanding as of November 14, 2016, including, with respect to each Reporting Person, the Ordinary Shares that such person has the right to acquire within 60 days.

 

10



 

(1)

Includes (i) 291,951,188 Ordinary Shares (including 138,838,104 Ordinary Shares as represented by 17,356,013 ADSs) Sky Solar Group Co., Ltd. will acquire at the closing of the Share Purchases. Tibet Co. indirectly holds 100% of Sky Solar Group Co., Ltd. IDG-Accel China Capital L.P. is expected to hold approximately 23.56% of Tibet Co. By virtue of such relationship, IDG-Accel China Capital L.P. may be deemed the beneficial owner of the number of Ordinary Shares beneficially owned by Tibet Co.

 

 

(2)

Includes (i) 291,951,188 Ordinary Shares (including 138,838,104 Ordinary Shares as represented by 17,356,013 ADSs) Sky Solar Group Co., Ltd. will acquire at the closing of the Share Purchases. Tibet Co. indirectly holds 100% of Sky Solar Group Co., Ltd. IDG-Accel China Capital Associates L.P. is the general partner of IDG-Accel China Capital L.P. By virtue of such relationship, IDG-Accel China Capital Associates L.P. may be deemed the beneficial owner of the number of Ordinary Shares beneficially owned by IDG-Accel China Capital L.P.

 

 

(3)

Includes (i) 291,951,188 Ordinary Shares (including 138,838,104 Ordinary Shares as represented by 17,356,013 ADSs) Sky Solar Group Co., Ltd. will acquire at the closing of the Share Purchases. Tibet Co. indirectly holds 100% of Sky Solar Group Co., Ltd. IDG-Accel China Capital Investors L.P. is expected to indirectly hold approximately 1.09% of Tibet Co. By virtue of such relationship, IDG-Accel China Capital Investors L.P. may be deemed the beneficial owner of the number of Ordinary Shares beneficially owned by Tibet Co.

 

 

(4)

Includes (i) 291,951,188 Ordinary Shares (including 138,838,104 Ordinary Shares as represented by 17,356,013 ADSs) Sky Solar Group Co., Ltd. will acquire at the closing of the Share Purchases. Tibet Co. indirectly holds 100% of Sky Solar Group Co., Ltd. IDG-Accel China Associates Ltd. is the general partner of IDG-Accel China Capital Investors L.P. and IDG-Accel China Capital Associates L.P. By virtue of such relationship, IDG-Accel China Capital GP Associates Ltd. may be deemed the beneficial owner of the number of Ordinary Shares beneficially owned by IDG-Accel China Capital Investors L.P. and IDG-Accel China Capital Associates L.P.

 

 

(5)

Includes (i) 291,951,188 Ordinary Shares (including 138,838,104 Ordinary Shares as represented by 17,356,013 ADSs) Sky Solar Group Co., Ltd. will acquire at the closing of the Share Purchases. Tibet Co. indirectly holds 100% of Sky Solar Group Co., Ltd. Quan Zhou and Chi Sing Ho are directors of IDG-Accel China Capital GP Associates Ltd. By virtue of such relationship, Quan Zhou and Chi Sing Ho may be deemed the beneficial owner of the number of Ordinary Shares beneficially owned by IDG-Accel China Capital GP Associates Ltd.

 

(c) Except as disclosed in Item 6 below, none of the Reporting Persons has effected any transactions relating to the Ordinary Shares during the past sixty (60) days.

 

(d) Not applicable.

 

(e) Not applicable.

 

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

 

The information set forth in Items 3 and 4 is hereby incorporated by reference in this Item 6.

 

On November 18, 2016, the Reporting Persons entered into an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto (the “Joint Filing Agreement”). A copy of the Joint Filing Agreement is attached as Exhibit 99.1 to this Schedule 13D and is incorporated herein by reference.

 

Except as described herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Company.

 

11



 

ITEM 7. MATERIALS TO BE FILED AS EXHIBITS

 

Exhibit
No.

 

Description

 

 

 

99.1

 

Joint Filing Agreement by and among the Reporting Persons, dated November 18, 2016.

 

 

 

99.2

 

English Translation of Investment Cooperation Framework Agreement, dated as of November 16, 2016, by and among Sky Solar Group Co., Ltd. Yiwu Co., Flash Bright Power Ltd., IDG-ACCEL China Capital L.P., IDG-ACCEL China Capital Investors L.P., Jolmo Solar Capital Ltd., CES Holding Ltd., Jing Kang, Bin Shi, Sino-Century HX Investments Limited, Rihuaxing Limited, and Sunpeak Universal Holdings, Inc.

99.3

 

English Translation of the Supplemental Agreement, dated as of November 17, 2016, by and among Sky Solar Group Co., Ltd. Yiwu Co., Flash Bright Power Ltd., IDG-ACCEL China Capital L.P., IDG-ACCEL China Capital Investors L.P., Jolmo Solar Capital Ltd., CES Holding Ltd., Jing Kang, Bin Shi, Sino-Century HX Investments Limited, Rihuaxing Limited, and Sunpeak Universal Holdings, Inc.

 

12



 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated: November 18, 2016

 

 

 

 

 

IDG-ACCEL CHINA CAPITAL L.P.

 

 

By: IDG-Accel China Capital Associates L.P.,
its General Partner

 

 

By: IDG-Accel China Capital GP Associates Ltd.,
its General Partner

 

 

 

 

By:

/s/ Quan Zhou

 

Name:

Quan Zhou

 

Title:

Authorized Signatory

 

 

 

 

 

IDG-ACCEL CHINA CAPITAL INVESTORS L.P.

 

 

By: IDG-Accel China Capital GP Associates Ltd.,
its General Partner

 

 

 

 

By:

/s/ Quan Zhou

 

Name:

Quan Zhou

 

Title:

Authorized Signatory

 

 

 

 

 

 

 

 

QUAN ZHOU

 

 

 

 

 

/s/ Quan ZHOU

 

 

 

 

 

CHI SING HO

 

 

 

 

 

/s/ Chi Sing Ho

 

 

 

 

 

 

 

 

IDG-ACCEL CHINA CAPITAL GP ASSOCIATES LTD.

 

 

 

 

 

By:

/s/ Quan ZHOU

 

 

Name:

Quan Zhou

 

 

Title:

Authorized Signatory

 

 

 

 

 

IDG-ACCEL CHINA CAPITAL ASSOCIATES L.P.

 

 

 

 

 

By:

/s/ Quan ZHOU

 

 

Name:

Quan Zhou

 

 

Title:

Authorized Signatory

 

13



 

EXHIBIT INDEX

 

Exhibit
No.

 

Description

 

 

 

99.1

 

Joint Filing Agreement by and among the Reporting Persons, dated November 18, 2016.

 

 

 

99.2

 

English Translation of Investment Cooperation Framework Agreement, dated as of November 16, 2016, by and among Sky Solar Group Co., Ltd. Yiwu Co., Flash Bright Power Ltd., IDG-ACCEL China Capital L.P., IDG-ACCEL China Capital Investors L.P., Jolmo Solar Capital Ltd., CES Holding Ltd., Jing Kang, Bin Shi, Sino-Century HX Investments Limited, Rihuaxing Limited, and Sunpeak Universal Holdings, Inc..

 

 

 

99.3

 

English Translation of the Supplemental Agreement, dated as of November 17, 2016, by and among Sky Solar Group Co., Ltd. Yiwu Co., Flash Bright Power Ltd., IDG-ACCEL China Capital L.P., IDG-ACCEL China Capital Investors L.P., Jolmo Solar Capital Ltd., CES Holding Ltd., Jing Kang, Bin Shi, Sino-Century HX Investments Limited, Rihuaxing Limited, and Sunpeak Universal Holdings, Inc.

 

14


EX-99.1 2 a16-21897_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Joint Filing Agreement

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to Ordinary Shares, par value US$0.0001 per share, of Sky Solar Holdings, Ltd., and that this agreement may be included as an exhibit to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

[Remainder of this page is intentionally left blank]

 



 

IN WITNESS WHEREOF, the undersigned hereby execute this agreement as of November 18, 2016.

 

 

 

IDG-ACCEL CHINA CAPITAL L.P.

 

By: IDG-Accel China Capital Associates L.P., its General Partner

 

By: IDG-Accel China Capital GP Associates Ltd.,

its General Partner

 

 

By:

/s/ Quan ZHOU

 Name:

 Quan Zhou

 Title:

 Authorized Signatory

 

 

 

IDG-ACCEL CHINA CAPITAL INVESTORS L.P.

 

By: IDG-Accel China Capital GP Associates Ltd.,

its General Partner

 

 

 By:

/s/ Quan ZHOU

 Name:

 Quan Zhou

Title:

 Authorized Signatory

 

 

 

 

 

QUAN ZHOU

 

 

 

/s/ Quan ZHOU

 

 

 

CHI SING HO

 

 

 

/s/ Chi Sing Ho

 

 

 

IDG-ACCEL CHINA CAPITAL GP ASSOCIATES LTD.

 

 

 

 

By:

/s/ Quan ZHOU

 

Name: Quan Zhou

 

Title: Authorized Signatory

 

 

 

IDG-ACCEL CHINA CAPITAL ASSOCIATES L.P.

 

 

 

 

By:

/s/ Quan ZHOU

 

Name: Quan Zhou

 

Title: Authorized Signatory

 


EX-99.2 3 a16-21897_1ex99d2.htm EX-99.2

Exhibit 99.2

 

Yiwu Runyang Renewable Energy Co., Ltd

 


 

And

 

 

The parties listed in Appendix 1

And

Sky Solar Group Co., Ltd.

 

 

Regarding

 

 


 

Investment Cooperation Framework
Agreement
on Sky Solar Holdings, Ltd.

 


 

 

Dated on 16 November 2016

 

1



 

This Investment Cooperation Framework Agreement (hereinafter called”Agreement”) is concluded on 16 November 2016 by and among:

 

(1)                           Yiwu Runyang Renewable Energy Co., Ltd., a company established under the laws of People’s Republic of China (“China”, excluding Hong Kong, Macau and Taiwan for the purpose of this Agreement), and its registered address at No. 26, Sufu Road, Suxi Town, Yiwu City, Zhejiang Province (hereinafter called “Purchaser”) .

 

(2)                           Parties listed in Appendix 1(hereinafter called”Seller”);

 

(3)                           Sky Solar Group Co.,Ltd., a limited corporation duly established under the laws of Cayman islands, and its registered address at offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands (hereinafter called “Special Purpose Vehicles”or “SPV”)

 

Purchaser, Seller and Subject Company shall be referred to asParties” collectively, and”Party”respectively.

 

Whereas,

 

1)             The Purchaser fully owns and holds the shareholding and interests of the SPV;

 

2)             All Parties agree that, under the terms and conditions hereof, the Purchaser intends to, through the SPV fully-owned by the Purchaser, purchase 69.59% shares (“Subject Shares”) of Sky Solar Holdings Ltd. (“Subject Company”) owned and held by the Seller collectively, and the Seller also agrees to transfer the Subject Shares.

 

Therefore, it is agreed as follows:

 

CLAUSE 1 Definitions

 

1.1                        As used in this Agreement, capitalized terms, which are not otherwise defined, have the meanings set forth in this Agreement, and the following terms have the meanings specified:

 

Agreement

 

means this Agreement;

 

 

 

“Subject Company”

 

means Sky Solar Holdings, Ltd. a company incorporated under the laws of the Cayman Islands and listed on the NASDAQ Stock Exchange;

 

 

 

“Closing”

 

means the closing of the Transaction pursuant to Clause 5 hereof;

 

 

 

Closing Date

 

means the date of Closing set forth in Clause 5 hereof;

 

2



 

Confidential Information

 

means all information including, but not limited to, business information, business material, trade secrets, data, knowledge, and know-how that are (i) disclosed to the party hereto by the other party in connection with the Subject Company in writing (including, but not limited to, receipt confirmed facsimiles, e-mails, electronic files, and memory-disks, hereinafter the same) marked “Confidential,” “Proprietary,” or with similar notation or (ii) initially disclosed to the party hereto by the other party in connection with the Subject Company orally, visually, or in any other intangible form, being identified as confidential at the time of disclosure and a written summary thereof marked “Confidential,” “Proprietary,” or with similar notation is provided to such party;

 

 

 

Day

 

means calendar day;

 

 

 

Material Adverse Effects

 

means the materially adverse impacts to company business, financial, real estate and/or operation, which shall not include the impacts and/or events which may incur to net working capital loss of no more than RMB 5,000,000 under the circumstance of being rationally anticipated;

 

 

 

RMB

 

means legal currency of People’s Republic of China;

 

 

 

US$

 

means legal currency of United States of America.

 

1.2                         Unless otherwise specified hereof:

 

1.2.1                          The mentioned contracts, agreements and documents shall mean the contracts, agreements and documents subject to amendmend, supplement or replacement from time to time by all Parties;

 

1.2.2                          The parties mentioned herein shall include its successor and permitted assignee;

 

1.2.3                          The clauses and appendices mentioned herein shall mean the clauses and appendices in this Agreement.

 

3



 

Clause 2       Share Purchase

 

2.1                         Pursuant to the terms and conditions hereof, the Purchaser hereto agrees to purchase and the Seller agrees to transfer the Subject Shares at the agreed Consideration (hereinafter called “Transaction”). The Seller shall transfer 291,951,188 ordinary shares (including 153,103,084 ordinary shares and 17,356,013 ordinary shares in the form of ADS) of Subject Company, and the allocation of the Subject Shares to be transferred by each Seller is set forth in Appendix 1.

 

The Purchaser shall, through SPV which is fully-owned by the Purchaser and incorporated in Cayman Islands, purchase the aforesaid Subject Shares and SPV shall hold and own the Subject Shares immediately after the completion of this Transaction.

 

Clause 3       Consideration and Payment Terms

 

3.1                         All Parties hereby agree that the purchase price of the Subject Shares shall be paid in the currency of US Dollar. The aggregate purchase price to be paid by the Purchaser shall be US$ 145,975,594 (hereinafter called “Consideration”), and the respective Consideration paid to each Seller shall be specified in Appendix 1. In the event that under laws of China, Seller has the obligation to pay the tax and also the Purchaser has the legal obligation to withhold the tax, then the Purchaser shall deduct the withholding tax from the Consideration in the payment.

 

All Parties expressly acknowledge and agree that the Consideration shall be paid through SPV and the SPV shall hold the Subject Shares immediately following the closing of the Transaction.

 

3.2                         Upon conditions precedent stipulated in Clause 4.1 hereunder having been satisfied (or exempted), the Consideration shall be paid within six (6) months by the Purchaser. The detailed payment terms shall be as follows:

 

The first installment:  On or before December 31, 2016, the Purchaser shall pay US$74,447,553, equal to 51% of the Consideration, to the Seller, and deduct the withholding tax (if any) from the payment;

 

In the event that on or before December 31, 2016, the applicable approvals from relevant China Administration of Foreign Exchange and/or its designated bank have not been obtained, or the Purchaser fail to make the Consideration paid to oversea Seller though legal measures, the payment date of the first installment shall be further agreed by Parties thereafter.

 

The second installment: The Purchaser shall pay the remaining Consideration, equal to US$71,528,041, within six (6) months upon the execution of this Agreement.

 

4



 

Clause 4       Conditions Precedent of Closing

 

4.1                         Upon the achievement of the following conditions and the satisfaction of the Parties:

 

(1)                           On or before Closing Date, no Material Adverse Effect exists;

 

(2)                           All Parties to this Agreement have passed necessary resolutions to approve this Transaction;

 

(3)                           All the necessary approvals/records with respect to oversea investment have been obtained, including but not limited to the approvals/records from China National Development and Reform Commission, China Ministry of Commerce, and China State Administration of Foreign Exchange;

 

(4)                           No injunction ordered by any government, court or other authorities exists;

 

(5)                           Closing with respect to each Seller shall take place simultaneously.

 

4.2                         The Sellers and Subject Company shall use commercially reasonable effort to ensure the abovementioned conditions precedent been achieved and shall provide the relevant evidence about the achievement within a reasonable period as well.

 

Clause 5       Closing

 

5.1                         All Parties hereby agree to use commercially reasonable effort to procure the achievement of the conditions stipulated in Clause 5.2 and to ensure the Transaction shall be closed on or before December 31, 2016, unless otherwise agreed by Parties.

 

5.2                         On the Closing Date, the Seller shall:

 

5.2.1                     Deliver to the Purchaser the relevant documents which evidence that SPV has legally held and owned the Subject Shares, and such documents shall include but not limited to documents required pursuant to applicable laws in Cayman Islands, where the Suject Company was incorporated, for change of shareholders’ registration information, records or similar filings.

 

5.2.2                     Deliver other necessary documents or take all actions required for the purpose of the closing of this Transaction.

 

Clause 6       Seller’s Warranty

 

Solely in connection with the Subject Share held by each Seller, such Seller hereby warrantes as follows:

 

6.1                         The Seller is the natural person with full capacity for civil conduct or duly organized and validly existing in good standing under the laws of its place of organization.  The Seller has full requisite corporate power and authority to execute and perform this Agreement.

 

5



 

6.2                         The Seller has taken all appropriate and necessary measures to authorize the execution and performance of this Agreement.

 

6.3                         The Seller has the legal ownership and has the complete and effective disposition of the shares of the Subject Company. To be knowledge of the Seller, there is no judicial or arbitration decision that restricts the transfer of the Subject Shares of the Subject Company, nor is there pending or threatened litigation, arbitration or court decision which will bring adverse effect on the transfer of the shares.

 

6.4                         There is no contract or agreement entered into by the Seller in connection with the shares of the Subject Company and the purchaser which will result in material adverse effect on the purchase of the shares of the Subject Company and the purchaser.

 

6.5                         No lien, pledge, guarantee or any third party rights in any format has been set on the shares of the Subject Company and also will not be set before the closing of this Transaction.

 

6.6                         There is no third party who has the right of the first refusal or option to purchase the shares of the Subject Company.

 

6.7                         The Seller shall not discuss, negotiate or enter into agreements with any other third parties regarding the transfer of shares after the execution of this Agreement.

 

6.8                         Deliver all the legal documents relating to the Subject Shares and ensure the accuracy, compliance and validity of all documents related to the transfer of shares of the Subject Company.

 

6.9                         Take all necessary actionss and sign all necessary documents to ensure this Agreement become legally effective or remain effective.

 

6.10                  Execution and performance of this Agreement by the Seller shall not violate any laws and rules of any country and area, or breach any binding agreement or a conflict of interests exists.

 

Clause 7       Purchaser’s Representation and Warranty

 

7.1                         The Purchaser is a legal entity duly organized and validly existing and has full requisite corporate power and authority to sign and perform this Agreement

 

7.2                         The Purchaser has taken all appropriate and necessary actions to authorize the execution and performance of this Agreement.

 

7.3                         The Purchaser shall have the right to enter into this Agreement and to exercise its rights under this Agreement and to perform its obligations under this Agreement. Once this Agreement is signed by a representative authorized by the Purchaser, it shall become a legally valid, binding and enforceable agreement to the Purchaser.

 

6



 

7.4                         The Purchaser ‘s signature, delivery and performance of this Agreement does not and will not in any way violate any applicable laws or regulations in force on the date of this Agreement and on the Closing Date.

 

7.5                         The Purchaser has not received any bankruptcy order or request, nor has received any bankruptcy order or request for the designation of an official receiver to the Purchaser, nor has any of its assets been affected by any seizure, execution or other proceeding;

 

7.6                         The Purchaser acknowledges that Seller’s execution of this Agreement relies on the Purchaser’s warranty and other terms of this Agreement.

 

7.7                         The Purchaser has obtained all necessary approvals and/or consents for the effective execution and delivery of this Agreement.

 

Clause 8       Liability for Breach

 

8.1                        If any of the representations or warranties made by either Party (hereinafter a”Defaulting Party”) in this Agreement is false or wrong, or the representation or warranty is not duly and promptly performed, that Party shall be considered as having violated this Agreement. Any failure by any Party to perform any of its commitments or obligations under this Agreement constitutes a breach of this Agreement by that Party. The Defaulting Party shall indemnify and bear all the losses, damages, costs (including but not limited to reasonable attorneys’ fees) and liabilities of the non-defaulting Party arising from or in connection with the breach, in addition to the other obligations set out in this Agreement.

 

8.2                         Without prejudice to any other provision of this Clause 8, if any Party fails to perform any of its obligations under this Agreement, the other Party shall have the right, in addition to any other rights and remedies under this Agreement, to require the Defaulting Party to actually perform such obligations and the Parties expressly waive the defense of the adequacy of the remedies.

 

8.3                         Without prejudice to any other provision of this Clause 8, if any Seller fails to sell the Subject Shares to the Purchaser in full accordance with the terms and conditions of this Agreement, the Purchaser shall have the right, on the basis of such substantial default, to unilaterally terminate the agreement.  Other Sellers shall have the right to refuse to close the sale of the Subject Shares they hold.

 

Clause 9       Confidentiality

 

9.1                        The Party receiving the Confidential Information from the other Party (including any company) (hereinafter the “Receiving Party”) shall keep this information confidential and shall not use the Confidential Information for any purpose other than the purpose of this Agreement and shall not disclose Confidential Information to any third party. The Receiving Party will not be liable for unintentional disclosure or unauthorized disclosure of any Confidential Information if the Receiving Party has taken the same precautionary measures with the those toprotect its own property and confidential information. Notwithstanding the foregoing, such confidentiality obligations shall not apply, if:

 

7



 

9.1.1              the information is or becomes part of the public knowledge not due to the fault of the Receiving Party or its representatives, agents, suppliers or subcontractors;

 

9.1.2              the counterparty of this Agreement or its directors, employees, agents or professional advisers disclose to the Receiving Party or its employee on a non-confidential basis;

 

9.1.3              the counterparty of this Agreement authorizes the Receiving Party or its employees, directors or professional advisers to disclose;

 

9.1.4              the Receiving Party properly and lawfully receives the information from any third party who has no confidentiality obligations or restrictions on use; for the avoidance of doubt, the Receiving Party or its representative has no obligations to inquire whether such third party has confidentiality obligations or restrictions on use or not;

 

9.1.5              the information has been in the possession of the Receiving Party in writing and there is no use or disclosure restriction, and such information is not obtained as a result of the expectation of this Agreement from the other Parties.

 

9.2.                     Notwithstanding, the Receiving Party may disclose Confidential Information to its employees, directors and professional advisers, subject to such disclosure being reasonably necessary for the purpose of this Agreement. The Receiving Party shall ensure that such employees, directors and professional advisers are aware of and comply with the confidentiality obligations referred to in these terms. If the disclosure of Confidential Information is required by law or required by a competent court or regulatory authority, the Receiving Party may also disclose Confidential Information, but the Receiving Party shall, to the extent permitted by applicable laws and regulations, adopt all permissible measures to process the Confidential Information in confidential manner.

 

9.3.                     The Receiving Party uses Confidential Information only on a reasonable basis for the purposes of this Agreement, including: (1) copying, editing and analyzing Confidential Information; and (2) using Confidential Information for reports, analyzing documents, editing documents, studying documents and other documents in each case for the internal use of the Receiving Party.

 

9.4.                     In accordance with the written request of the Party providing the Confidential Information, the Receiving Party shall return all such Confidential Information and its copies to the Party as soon as practicable, or, where this is not possible, the Receiving Party shall destroy or delete (and promise not to attempt to recover) all such Confidential Information and its copies. However, employees, directors and professional advisers of the Receiving Party and the Receiving Party are entitled to retain internal reports, records or other working materials containing Confidential Information, but they shall keep such information confidential in accordance with Clause 9.

 

9.5.                     The Parties agree to keep confidential the interests of the Parties and any discussions that exist between the Parties unless disclosure is required by law or by a competent court or regulatory authority, or where the disclosure is permitted by other Parties. No Party may make any announcement, public statement or comment on any such interest or discussion to any third party.

 

8



 

Clause 10       Tax

 

10.1                 Each Party shall bear its own costs of negotiating, executing and performing this Agreement and any other documents necessary for the performance of this Agreement. Each Party shall bear all the stamp duty, income tax and any other taxes arising from the execution or performance of any other documents required by law. The Seller will perform the obligations of paying and withholding tax according to Chinese law.

 

Clause 11       Governing Law and Dispute Resolution

 

11. 1              This Agreement shall be governed by the laws of China.

 

11.2                 The Parties of this Agreement agree to resolve any dispute or conflict arising from or related to the execution of thie Agreement by negotiaiton. In case when any dispute or conflict is not resolved within 30 days after any Party issues a notice requesting negotiation to the counterparty, that Party may submit the dispute to China International Economic and Trade Arbitration Commission in Beijing for arbitration which shall be conducted in accordance with the commission’s arbitration rules in effect at the time of the submission. In case when there is a conflict between the clauses and rules in this Agreement and the commission’s arbitration rule, the clauses and rules in thie Agreement prevail. The Parties further agree that the fees and costs related to the arbitration (including but not limited to attorneys’ fees) shall be allocated to the party against whom any dispute decided hereunder is resolved.

 

11.3                 The arbitral tribunal shall be composed of three arbitrators.  One arbitrator shall be appointed by the Purchaser, one arbitrator shall be appointed by the Seller, and the third arbitrator shall be appointed through the mutual agreement of the other two arbitrators.  The Parties of this Agreement agree that the arbitration award is final and binding upon all Parties.

 

11.4                 In the process of resolving disputes according to this Clause 11 of this Agreement, the Parties shall continue to perform their obligations contemplated in this Agreement except the matters invoved in the dispute.

 

Clause 12       Miscellaneous

 

12.1                 Effectiveness

 

This Agreement shall become effective upon Parties’ signatures or seal and shall be binding upon Parties.

 

9



 

12.2                 Term

 

In case (1) the Transaction is not closed within six (6) months from the date hereof, and all Parties fail to agree on a later date within such six (6) months, or (2) the Transaction is not closed on the aforesaid later date (if such later date is agreed by the Parties pursuant to this Clause), this Agreement shall be terminated and become void and null then, provided that Clauses 9, 11 and 12 shall remain in full force and effect notwithstanding such termination.

 

12.3                 No Waiver

 

No failure or delay by a Party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy.

 

12.4                 Assignment

 

The provisions of this Agreement shall be binding upon and ensure to the benefit of all Parties hereto and their respective successors from and after the date hereof. No assignment is permitted without the prior consents by all Parties and any such assignment is void.

 

12.5                 Amendment

 

This Agreement may not be amended, modified or supplemented except by a written document executed by each of the Parties.

 

12.6                 Entirement Agreement

 

12.6.1       The Parties shall execute supplemental agreements to this Agreement by negotiation for issues not covered herein (if any). Such supplemental agreements shall be annexed to this Agreement with the same effects as this Agreement.

 

12.6.2       This Agreement (together with the other documents) constitutes the whole agreement between the Parties relating to the subject matter hereof and supersedes any prior discussions, negotiations, agreements or expressions of intention or understandings relating to such subject matter. Any prior documents, commitments or agreements (orally or in writing) of the Parties relating to the subject matter in this Agreement shall be forfeited and they shall not have any effects on any of the clauses in this Agreement.

 

12.7                 Notice

 

Each notice given or made by any Party under this Agreement delivered or sent to other Parties at its address in person or by prepaid registered mail (if to an oversea address, by airmail), or fax number set out below, or such other address or fax number the addressee has notified to the adressee from time to time (but at least five working days before delivering or sending the notice), shall be deemed to have been delivered.  A notice given or made in person shall be deemed to have been delivered at the time of delivery. A notice given by fax shall be deemed to have been delivered at the time of sending the fax. A notice given or made by prepaid registered mail shall be deemed to have been delivered in 48 hours after the mail is posted (or 72 hours for notice given or made by airmail).  Any notice so addressed to the relevant Party shall be deemed to have been delivered, (a) if delivered in person or by prepaid registered mail, when the address is correct and the notice has been properly served, posted or received under certain circumstances; and (b) if given or made by fax, upon dispatch and the receipt of a transmission report confirming dispatch:

 

10



 

To Purchaser:

Yiwu Runyang Renewable Energy Co., Ltd.

Address: Room 1501, Phoenix Plaza H, No.5 Shuguangxili, Changyang District, Beijing 100028

Fax: 86-10-85670858

Attn: Vicky Liang

 

To Seller:

IDG-ACCEL China Capital L.P. and IDG-ACCEL China Capital Investors L.P.:

 

Address: c/o IDG Capital Management (HK) Ltd., Unit 5505, 55/F.,The Center, 99 Queen’s Road, Central, Hong Kong

Attn: Chi Sing HO

Fax: 852-2529 1619

Tel: 852-25291016

 

Flash Bright Power Ltd. :

 

Address: Trinity Chambers,P.O. Box 4301,Road Town,Tortola,British Virgin Islands.

 

JOLMO SOLAR CAPITAL LTD:

 

Address: P.O. Box 957,Offshore Incorporations Centre,Road Town,Tortola,British Virgin Islands.

 

CES Holding Ltd.:

 

Address:Trident Trust Company,(BVI) Limited,P.O. Box 146,Road Town, Tortola, British Virgin Islands.

 

Jing Kang:

 

Address: P.O.Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

 

Bin Shi:

 

Address: Room 601, Unit 1, No.28 Dinghuaimen, Xiaguan District, Nanjing, Jiangsu Province

 

Sino-Century HX Investments Limited :

 

Address: Walker House, 87 Mary Street, George Town,KY 1-9005,Cayman Islands.

 

11



 

Rihuaxing Limited :

 

Address: P.O.Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

 

Sunpeak Universal Holdings,Inc :

 

Address: 1825 S.Grant Street, Suite 240,San Mateo,CA 94402.

 

To  SPV:

Sky Solar Group Co.,Ltd.

 

Address: Room 1501, Phoenix Plaza H, No.5 Shuguangxili, Changyang District, Beijing 100028

 

Fax: 86-10-85670858

Attn: Vicky Liang

 

12.8                 Severability

 

Unenforceability of any provision in this Agreement shall not affect the enforceability of any other provisions in this Agreement.  To the extent that any provision or provisions of this Agreement are unenforceable which may materially and adversely affect the Parties of this Agreement, the Party or Parties that are subject to material adverse effects are entitled to adjustments pursuant to this Agreement.

 

12.9                 Counterparts

 

This Agreement shall be executed in 17 original copies, each of which shall have the same effect. Each Party under this Agreement shall have one original copy, and the remaining copies shall be kept in the custody of Yiwu Runyang Renewable Energy Co., Ltd. for the purpose of obtaining government approvals or for records.

 

(The remainder of this page is intentionally left blank)

 

12



 

(The remainder of this page is intentionally left blank for signatures)

 

 

Purchaser:

 

Yiwu Runyang Renewable Energy Co., Ltd.

 

 

Signed by

/s/ Wen Qian

 

Mr. Wen Qian

 

 

13



 

(The remainder of this page is intentionally left blank for signatures)

 

 

Seller 1:

 

 

Flash Bright Power Ltd

 

 

Signed by:

/s/ Weili Su

 

 

 

Mr. Weili Su

 

 

14



 

(The remainder of this page is intentionally left blank for signatures)

 

 

Seller 2:

 

 

IDG-ACCEL China Capital L.P.

 

 

Signed by:

/s/ Chi Sing Ho

 

Mr. Chi Sing Ho

 

 

15



 

(The remainder of this page is intentionally left blank for signatures)

 

 

Seller 3:

 

 

IDG-ACCEL China Capital Investors L.P.

 

 

Signed by:

/s/ Chi Sing Ho

 

Mr. Chi Sing Ho

 

 

16



 

(The remainder of this page is intentionally left blank for signatures)

 

 

Seller 4:

 

 

JOLMO SOLAR CAPITAL LTD

 

 

Signed by:

/s/ Xiaoguang Duan

 

Mr. Xiaoguang Duan

 

 

17



 

(The remainder of this page is intentionally left blank for signatures)

 

 

Seller 5:

 

 

CES Holding Ltd.

 

 

Signed by:

/s/ Xiaoguang Duan

 

Mr. Xiaoguang Duan

 

 

18



 

(The remainder of this page is intentionally left blank for signatures)

 

 

Seller 6:

 

 

Kang Jing

 

Singed by:

/s/ Kang Jing

 

 

19



 

(The remainder of this page is intentionally left blank for signatures)

 

 

Seller 7:

 

 

Shi Bin

 

Signed by:

/s/ Shi Bin

 

 

20



 

(The remainder of this page is intentionally left blank for signatures)

 

 

Seller 8:

 

 

Sino-Century HX Investments Limited

 

 

 

 

 

 

Signed by:

/s/ Hao Wu

 

Mr. Hao Wu

 

 

21



 

(The remainder of this page is intentionally left blank for signatures)

 

 

Seller 9:

 

 

Rihuaxing Limited

 

 

 

 

 

 

Signed by:

/s/ Bin Chen

 

Mr. Bin Chen

 

 

22



 

(The remainder of this page is intentionally left blank for signatures)

 

 

Seller 10:

 

 

Sunpeak Universal Holdings, Inc

 

 

 

 

 

 

Singed By:

/s/ Bin Chen

 

Mr. Bin Chen

 

 

23



 

(The remainder of this page is intentionally left blank for signatures)

 

 

SPV:

 

 

Sky Solar Group Co., Ltd.

 

 

 

 

 

 

Signed by:

/s/ Weili Su

 

Mr.Weili Su

 

 

24



 

Appendix 1

 

Seller’s Name

 

Ordinary
shares
(excluding
ordinary share
represented by
ADS)

 

Ordinary
shares in the
form of ADS

 

Total Ordinary
shares
equivalent

 

Share
percentage

 

Consideration
(USD)

 

Flash Bright Power Ltd.

 

 

 

12,606,013

 

100,848,104

 

24.04

%

50,424,052

 

IDG-ACCEL China Capital L.P.

 

78,335,914

 

 

 

78,335,914

 

18.67

%

39,167.957

 

 

 

 

2,389,750

 

19,118,000

 

4.56

%

9,559,000

 

IDG-ACCEL China Capital Investors L.P.

 

3,613,992

 

 

 

3,613,992

 

0.86

%

1,806.996

 

 

 

 

110,250

 

882,000

 

0.21

%

441,000

 

JOLMO SOLAR CAPITAL LTD

 

5,400,000

 

 

 

5,400,000

 

1.29

%

2,700,000

 

CES Holding Ltd.

 

8,000,000

 

 

 

8,000,000

 

1.91

%

4,000,000

 

Kang Jing

 

3,800,000

 

 

 

3,800,000

 

0.91

%

1,900,000

 

Shi Bin

 

 

 

2,250,000

 

18,000,000

 

4.29

%

9,000,000

 

Sino-Century HX Investments Limited

 

15,133,334

 

 

 

15,133,334

 

3.61

%

7,566.667

 

Rihuaxing Limited

 

9,300,000

 

 

 

9,300,000

 

2.22

%

4,650,000

 

Sunpeak Universal Holdings,Inc

 

29,519,844

 

 

 

29,519,844

 

7.04

%

14,759.922

 

Total

 

153,103,084

 

17,356,013

 

291,951,188

 

69.59

%

145,975,594

 

 

Note: Part of the Subject Shares held by abovementioned shareholders are in the form of ADS. One ADS equals eight ordinary shares.

 

25


EX-99.3 4 a16-21897_1ex99d3.htm EX-99.3

Exhibit 99.3

 

November 17, 2016

 

 

Yiwu Runyang Renewable Energy Co., Ltd.

 

 

And

 

 

The parties lised in Appendix 1

 

 

And

 

 

Sky Solar Group Co., Ltd.

 

 

Regarding

 


 

Supplement Agreement to the
Investment Cooperation Framework
Agreemnt
on Sky Solar Holdings, Ltd.

 


 



 

This Supplemental Agreement to the Investment Cooperation Framework Agreement (hereinafter the “Supplemental Agreement”) is entered into on 17 November 2016 among:

 

(1)                           Yiwu Runyang Renewable Energy Co., Ltd., a company established under the laws of the People’s Republic of China (“China”, excluding for the purpose of this Agreement, Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan Regions) and its registered address at No. 126, Sufu Road, Suxi Town, Yiwu City, Zhejiang Province (hereinafter the “Purchaser”) .

 

(2)                           The Parties listed in Appendix 1(hereinafter the “Sellers”, each a “Seller”);

 

(3)                           Sky Solar Group Co., Ltd., a company established under the laws of the Cayman islands and its registered address at offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands (hereinafter  the “Special Purpose Vehicles”or “SPV”)

 

Purchaser, Sellers and SPV shall be, collectively, referred to asParties” and each a “Party”.

 

WHEREAS, the Parties hereto entered into the Investment Cooperation Framework Agreement on Sky Solar Holdings, Ltd. (hereinafter the “Agreement”) on November 16, 2016, pursuant to which the Purchaser proposes to, through the SPV, purchase an aggregate of 69.59% shares (hereinafter the “Subject Shares”) of Sky Solar Holdings, Ltd. (hereinafter the “Subject Company”) held by the Seller, and the Seller agrees to the aforesaid Transaction and to sell the Subject Shares. For the purpose of clarifing certain matters, each of the Parties hereto agrees to supplement the Investment Cooperation Framework Agreement as set forth herein after a friendly negotiation to clarify certain matters.

 

In this Supplemental Agreement, unless the context otherwise requires, terms used herein shall have the same meanings as those defined in the Investment Cooperation Framework Agreement.

 

1.              The Whereas Clauses of the Investment Cooperation Framework Agreement is hereby amended as follows:

 

(1)                           The SPV is a wholly-owned subsidiary of the Purchaser and the Purchaser is a wholly-owned subsidiary of Tibet Sky Solar Renewable Energy Systems Engineering Co., Ltd., a company incorporated under the laws of the PRC with limited liability (hereinafter “Tibet Sky Solar”);

 

(2)                           All Parties hereby agree that, under the terms and conditions hereof, the Purchaser proposes to, through the SPV, purchase an aggregate of 69.59% ordinary shares (hereinafter the “Subject Shares”) of Sky Solar Holdings, Ltd. (hereinafter the “Subject Company”) held by the Sellers, and the Sellers agree to the aforesaid Transaction and to sell the Subject Shares.

 



 

(3)                           All Parties and Tibet Sky Solar shall engage in discussion so that the Sellers and their respective affiliates will contribute capital to Tibet Sky Solar for the purpose of providing financing to the Transaction.

 

2.              Clause 4.1 of the Investment Cooperation Framework Agreement is hereby amended as follows:

 

4.1                       Upon the achievement of the following conditions and the satisfaction of the Parties:

 

(1)                           On or before Closing Date, no Material Adverse Effect exists;

 

(2)                           All Parties to this Agreement have passed necessary resolutions to approve this Transaction;

 

(3)                           All the necessary approvals/records with respect to oversea investment have been obtained, including but not limited to the approvals/records from China National Development and Reform Commissio, China Ministry of Commerce, and China State Administration of Foreign Exchange; ;

 

(4)                           No injunction ordered by any government, court or other authorities exists;

 

(5)                           Closing with respect to each Seller shall take place simultaneously;

 

(6)                           Each Seller or its related party has completed capital contribution to Tibet Sky Solar and the relevant documents have been signed to the satisfaction of each Seller.

 

3.              Except as set out above, the other terms of the Investment Cooperation Framework Agreement that agreed and signed among the parties hereto shall remain unchanged.

 

4.              This Supplemental Agreement shall form an integral part of the Investment Cooperation Framework Agreement, and shall have the same effect as the Investment Cooperation Framework  Agreement. In case of any discrepancy between this Supplemental Agreement and the Investment Cooperation Framework Agreement, this Supplemental Agreement shall prevail.

 

5.              This Supplemental Agreement shall become effective upon Parties’ signatures or company seal on it and shall be binding upon Parties.

 

In the event that the Investment Cooperation Framework Agreement is terminated for any reason, this Supplemental Agreement shall be terminated simultaneously.

 

6.              This Supplemental Agreement may be executed in 17 counterparts and each Party hereto shall retain one counterpart. The remaining counterparts shall be kept by Yiwu Runyang Renewable Energy Co., Ltd. for filing purpose. Each of which shall have the same effect.

 

(The remainder of this page is intentionally left blank)

 



 

(The remainder of this page is intentionally left blank for signatures of the Party hereto)

 

Purchaser:

 

Yiwu Runyang Renewable Energy Co., Ltd.

 

/s/ Wen Qian

 

Signed by: Wen Qian

Title: legal/authorized representative

 



 

(The remainder of this page is intentionally left blank for signatures of the Party hereto)

 

 

Seller 1:

 

 

Flash Bright Power Ltd

 

/s/ Weili Su

 

Signed by: Mr. Weili Su

 

Title: legal/authorised representative

 

 



 

(The remainder of this page is intentionally left blank for signatures of the Party hereto)

 

 

Seller 2:

 

 

IDG-ACCEL China Capital L.P.

 

/s/ Chi Sing Ho

 

Signed by: Mr. Chi Sing Ho

Title: legal/authorised representative

 



 

(The remainder of this page is intentionally left blank for signatures of the Party hereto)

 

 

Seller 3:

 

 

IDG-ACCEL China Capital Investors L.P.

 

/s/ Chi Sing Ho

 

Signed by: Mr. Chi Sing Ho

Title: legal/authorised representative

 



 

(The remainder of this page is intentionally left blank for signatures of the Party hereto)

 

 

Seller 4:

 

 

JOLMO SOLAR CAPITAL LTD

 

/s/ Xiaoguang Duan

 

Signed by: Mr. Xiaoguang Duan

Title: legal/authorised representative

 



 

(The remainder of this page is intentionally left blank for signatures of the Party hereto)

 

 

Seller 5:

 

 

CES Holding Ltd.

 

/s/ Xiaoguang Duan

 

Signed by: Mr. Xiaoguang Duan

 

Title: legal/authorised representative

 

 



 

(The remainder of this page is intentionally left blank for signatures of the Party hereto)

 

 

Seller 6:

 

/s/ Kang Jing

 

 

 

Signed by:Kang Jing

 

 



 

(The remainder of this page is intentionally left blank for signatures of the Party hereto)

 

 

Seller 7:

 

/s/ Shi Bin

 

 

 

Signed by:Shi Bin

 

 



 

(The remainder of this page is intentionally left blank for signatures of the Party hereto)

 

 

Seller 8:

 

 

Sino-Century HX Investments Limited

 

/s/ Hao Wu

 

Signed by: Mr. Hao Wu

 

Title: legal/authorised representative

 



 

(The remainder of this page is intentionally left blank for signatures of the Party hereto)

 

 

Seller 9:

 

 

Rihuaxing Limited

 

/s/ Bin Chen

 

Signed by: Mr. Bin Chen

Title: legal/authorised representative

 



 

(The remainder of this page is intentionally left blank for signatures of the Party hereto)

 

 

Seller 10:

 

 

Sunpeak Universal Holdings, Inc

 

/s/ Bin Chen

 

Singed By: Mr. Bin Chen

Title: legal/authorised representative

 



 

(The remainder of this page is intentionally left blank for signatures of the Party hereto)

 

 

SPV:

 

 

Sky Solar Group Co., Ltd.

 

/s/ Weili Su

 

Signed by: Mr. Weili Su

Title: legal/authorised representative

 



 

Appendix 1

 

Seller’s Name

 

Ordinary
shares
(excluding
ordinary share
represented by
ADS)

 

Ordinary
shares in the
form of ADS

 

Total Ordinary
shares
equivalent

 

Share
percentage

 

Consideration
(USD)

 

Flash Bright Power Ltd.

 

 

 

12,606,013

 

100,848,104

 

24.04

%

50,424,052

 

IDG-ACCEL China Capital L.P.

 

78,335,914

 

 

 

78,335,914

 

18.67

%

39,167.957

 

 

 

 

2,389,750

 

19,118,000

 

4.56

%

9,559,000

 

IDG-ACCEL China Capital Investors L.P.

 

3,613,992

 

 

 

3,613,992

 

0.86

%

1,806.996

 

 

 

 

110,250

 

882,000

 

0.21

%

441,000

 

JOLMO SOLAR CAPITAL LTD

 

5,400,000

 

 

 

5,400,000

 

1.29

%

2,700,000

 

CES Holding Ltd.

 

8,000,000

 

 

 

8,000,000

 

1.91

%

4,000,000

 

Kang Jing

 

3,800,000

 

 

 

3,800,000

 

0.91

%

1,900,000

 

Shi Bin

 

 

 

2,250,000

 

18,000,000

 

4.29

%

9,000,000

 

Sino-Century HX Investments Limited

 

15,133,334

 

 

 

15,133,334

 

3.61

%

7,566.667

 

Rihuaxing Limited

 

9,300,000

 

 

 

9,300,000

 

2.22

%

4,650,000

 

Sunpeak Universal Holdings,Inc

 

29,519,844

 

 

 

29,519,844

 

7.04

%

14,759.922

 

Total

 

153,103,084

 

17,356,013

 

291,951,188

 

69.59

%

145,975,594

 

 

Note: Part of the Subject Shares held by abovementioned shareholders are in the form of ADS. One ADS equals eight ordinary shares.