EX-99.(A)(5)(III) 4 tm2023890d8_exa5iii.htm EXHIBIT (A)(5)(III)


Exhibit (a)(5)(iii)






CAUSE NO. FSD 166 OF 2020 (IKJ)




  (suing in its capacity as general partner of  










LET ALL PARTIES CONCERNED attend before the Judge in Chambers, at the Law Courts, George Town, Grand Cayman on the 28 day of July 2020, at 2.30 p.m. o'clock on the ex parte hearing of an application by Hudson Capital Solar Infrastructure GP, L.P. (suing in its capacity as general partner of Hudson Solar Cayman LP) Hudson Solar Cayman LP (Plaintiff), for the following orders pursuant to section 11A of the Grand Court Law (2015 Revision):


1.1Until the further order of the Court, the Defendant must not:


(a)Remove from the Cayman Islands any of its assets which are in the Cayman Islands whether in its own name or not and whether solely or jointly owned up to the value of US$93,253,792; or


(b)In any way dispose of or deal with or diminish the value of any of its assets whether they are in or outside the Cayman Islands whether in its own name or not and whether solely or jointly owned up to this same value.


1.2This prohibition includes but is not limited to the following assets in particular:


(a)The Defendant's interest in Sky Solar Power, Ltd of Conyers Trust Company (BVI) Limited, Commerce House, Wickhams Cay 1, PO Box 3140, Road Town, Tortola, VG1110, BVI, company number 1549687 (SSP)





1.3If the total unencumbered value of the Defendants assets in the Cayman Islands exceeds US$93,253,792 then the Defendant may remove any of those assets from the Cayman Islands or may dispose of or deal with them so long as the total unencumbered value of his assets still in the Cayman Islands remains above $93,253,792.


1.4If the total unencumbered value of the Defendant's assets in the Cayman Islands does not exceed $93,253,792, the Defendant must not remove any of those assets from the Cayman Islands and must not dispose of or deal with any of them, but if he has other assets outside the Cayman Islands the Defendant may dispose of or deal with those assets so long as the total unencumbered value of all his assets whether in or outside the Cayman Islands remains in excess of that sum.


1.5Subject to paragraph 2.3 of this Summons, the prohibition in paragraph 1.1 prevents the Defendant from (but is not limited to):


(a)Taking any steps in relation to the term loan facility proposed to be entered into by Sky Solar Japan, KK (SSJ) in relation to the borrowing of funds to provide financial assistance for the purchase of any shares in the Defendant (Proposed Financing);


(b)Implementing any steps that arise, derive or result from the Proposed Financing, including but not limited to the registration of share transfers facilitated by the Proposed Financing or any subsequent merger or takeover arising, deriving or resulting from the Proposed Financing.


1.6The parties (including the Receivers), shall be at liberty to apply (upon seven days' written notice) to vary or discharge the terms of the this injunction.




2.1David Griffin and Andrew Morrison of FTI Consulting (Cayman) Limited of Suite 3212, 53 Market Street, PO Box 30613, Camana Bay, Grand Cayman KY1-1203 Cayman Islands jointly with John Batchelor of FTI Consulting (Hong Kong) Limited, Level 35, Oxford House, Taikoo Place, 979 King's Road, Quarry Bay, Hong Kong, (Receivers), be appointed without giving security until further order to receive and manage all the shares in SSP to which the Defendant has a legal or beneficial interest (Shares) subject to and on the terms of this order.


2.2The Defendant shall do all things necessary to deliver the Shares to the Receivers.


2.3The Receivers shall exercise the powers set out in paragraph 2.4 for the purpose of:


(a)Preserving and protecting the Shares and the value of the Shares until further order of the Court;


(b)Ensuring that SSP is managed by competent and independent directors so as to protect and preserve the value of its assets and to discharge liabilities properly incurred, owing and due and payable by it in particular with regard to whether or not any direct or indirect subsidiary of SSP should enter into the Proposed Financing, or any similar arrangement, and if so on what terms, until further order,





2.4The Receivers shall have the following powers:


(a)To exercise all or any of the rights attaching to the Shares in accordance with the corporate governance documents of SSP from time to time including, but without limitation


(i)requiring information and documents from SSP;


(ii)making changes to the boards of directors of SSP or such other corporate officers as necessary;


(iii)requesting or directing (on such terms as the Receivers consider appropriate) that the directors of SSP take or refrain from taking any action; and


(iv)having exercised such powers authorising or directing as necessary any changes to the direct or indirect subsidiaries of SSP as they deem necessary to preserve the value of the Shares;


(b)to give notice of their appointment to such parties as they may deem necessary;


(C)to seek recognition of their appointment in such jurisdiction(s) as they deem necessary and/or to obtain such approvals or authorisations whether judicial or otherwise in so far as may be necessary or expedient to enable them to exercise their powers within any jurisdiction;


(d)to appoint agents or legal representatives in any jurisdiction to do any business that the Receivers are unable to do themselves, or which can be more conveniently done by an agent or must be done by a legal representative, the costs of which shall constitute an expense or disbursement of the Receivers;


(e)to apply to the Court for directions concerning any matter arising out of the exercise of their powers and the discharge of their duties;


(f)to do all things as may be incidental to the exercise of the above functions and powers.


2.5The Receivers' remuneration is to be calculated by reference to time spent at their ordinary hourly rates from time to time subject to the approval of the Court. The Receivers' fees, costs and disbursements are to be paid out of the assets of the First Defendant, subject to the Court's approval of such amounts.


2.6The Receivers be indemnified out of the assets of the Defendant for all remuneration, costs, fees, charges, expenses, disbursements, claims, demands and liabilities which they may incur or for which they may become liable arising out of, or in connection with or in relation to the proper performance of their duties pursuant to the authorities herein.





2.7The parties (including the Receivers), shall be at liberty to apply (upon seven days' written notice) to vary or discharge the terms of the Receivers' appointment.




3.1The Defendant must, within 7 (Seven) days of service of this order, inform the Plaintiff in writing at once of all its assets whether in or outside the Cayman Islands and whether in its own name or not and whether solely or jointly owned, giving the value, location and details of all such assets including, in particular, the Shares.


3.2The information must be confirmed in an affidavit which must be served on the Plaintiff's attorneys within 14 days after this Order has been served on the Defendant.


3,3Such further or other relief as the Court may consider necessary




4.1Costs be reserved.


Dated the 22nd day of July 2020.



Attorneys for the Plaintiff  




TO:The Registrar of the Financial Services Division



TIME ESTIMATE: The estimated length of the hearing of this summons is three hours.



This SUMMONS was Bled by Ogier, Attorneys-at-Law for the Plaintiff, whose address for service is 89 Nexus Way, Camana Bay, Grand
Cayman KY1-9009, Cayman Islands (Reference:427311.00001/VTK/JMS)