UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 6-K

 


 

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of November, 2019

 

Commission File Number: 001-36703

 

Sky Solar Holdings, Ltd.

(Registrant’s name)

 

Unit 417, 4th Floor, Tower Two Lippo Centre
89 Queensway, Admiralty
Hong Kong Special Administrative Region
People’s Republic of China

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F x

Form 40-F o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o

 

 

 


 

EXHIBIT INDEX

 

Number

 

Description of Document

 

 

 

99.1

 

Press release

 

 

 

99.2

 

Notice of Annual General Meeting

 

 

 

99.3

 

Form of Proxy for the Annual General Meeting

 

2


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Sky Solar Holdings, Ltd.

 

 

 

By:

/s/ Hao Wu

 

Name:

Hao Wu

 

Title:

Chairman and principal executive officer

Date: November 26, 2019

 

 

3


Exhibit 99.1

 

 

Sky Solar Holdings, Ltd. Announces 2019 Annual General Meeting to be Held on December 31, 2019

 

HONG KONG — Nov. 26, 2019 - Sky Solar Holdings, Ltd. (NASDAQ: SKYS) (“Sky Solar” or the “Company”), a global developer, owner and operator of solar parks, today announced that it will hold its 2019 annual general meeting (“AGM”) on December 31, 2019 at 10:00 a.m. (local time) in Shanghai, China.

 

Date:                                                                  December 31, 2019

 

Time:                                                                10:00 a.m. local time

 

Location:                                           Room T1-2503, Tianshan SOHO Plaza, 1717 Tianshan Road, Changning District, Shanghai

 

The annual general meeting will be devoted to the following proposals:

 

1.                                      To re-elect Mr. Naiwei Chen as a Class II director of the Company;

 

2.                                      To re-elect Mr. Xinhua Yu as a Class II director of the Company;

 

3.                                      To re-elect Mr. Qiang Zhan as a Class II director of the Company;

 

4.                                      To ratify the appointment of BDO China Shu Lun Pan Certified Public Accountants LLP as auditors of the Company for the fiscal year ending December 31, 2019;

 

5.                                      To authorize any duly authorized committee of the board of directors of the Company to fix the remunerations of the auditors;

 

6.                                      To authorize the chairman of the board of directors of the Company to take any and all action that might be necessary to effect the foregoing proposals 1 through 5 as he, in his absolute discretion, thinks fit;

 

7.                                      To receive the audited accounts of the Company for the year ended December 31, 2018; and

 

8.                                      To act upon such other matters as may properly come before our annual general meeting or any adjournment or postponement thereof.

 

Only shareholders of record at the close of business on November 19, 2019 (New York time) are entitled to receive notice of and to vote at the Company’s annual general meeting or any adjournment or postponement thereof.

 

The notice of the Company’s annual general meeting and the Company’s 2018 Annual Report containing the complete audited financial statements and the report of auditors for the year ended December 31, 2018, is available on the Investor Relations Section of the Company’s website at http://ir.skysolarholdings.com.

 

About Sky Solar Holdings, Ltd.

 

Sky Solar is a global independent power producer (“IPP”) that develops, owns, and operates solar parks and generates revenue primarily by selling electricity. Since its inception, Sky Solar has focused on the downstream solar market and has developed projects in Asia, South America, Europe and North America. The Company’s broad geographic reach and established presence across key solar markets are significant differentiators that provide global opportunities and mitigate country-specific risks. Sky Solar aims to establish operations in select geographies with highly attractive solar radiation, regulatory environments, power pricing, land availability, financial access and overall power market trends. As a result of its focus on the downstream photovoltaic segment, Sky Solar is technology agnostic and is able to customize its solar parks based on local environmental and regulatory requirements. As of December 31, 2018, the Company owned and operated 211.0 MW of solar parks.

 


 

Safe-Harbor Statement

 

This press release contains forward-looking statements. These statements constitute “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Among other things, the quotations from management in this press release and the Company’s operations and business outlook contain forward-looking statements. Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to the following: the reduction, modification or elimination of government subsidies and economic incentives; global and local risks related to economic, regulatory, social and political uncertainties; resources we may need to familiarize ourselves with the regulatory regimes, business practices, governmental requirements and industry conditions as we enter into new markets; our ability to successfully implement our on-going strategic review to unlock shareholder value; global liquidity and the availability of additional funding options; the delay between making significant upfront investments in the Company’s solar parks and receiving revenue; expansion of the Company’s business in the U.S. and into China; risk associated with the Company’s limited operating history, especially with large-scale IPP solar parks; risk associated with development or acquisition of additional attractive IPP solar parks to grow the Company’s project portfolio; and competition. Further information regarding these and other risks is included in Sky Solar’s filings with the U.S. Securities and Exchange Commission, including its annual report on Form 20-F. Except as required by law, the Company does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

For investor and media inquiries, please contact:

 

Sky Solar:

IR@skysolarholdings.com

 

Sky Solar Investor Relations:

The Blueshirt Group

 

US or Mandarin

Ralph Fong

+1 (415) 489-2195

ralph@blueshirtgroup.com

 

China

Gary Dvorchak, CFA

+86 (138) 1079-1480

gary@blueshirtgroup.com

 


Exhibit 99.2

 

 

SKY SOLAR HOLDINGS, LTD.

 

NOTICE OF ANNUAL GENERAL MEETING TO BE HELD ON DECEMBER 31, 2019

 

NOTICE IS HEREBY GIVEN that the annual general meeting of Sky Solar Holdings, Ltd. (NASDAQ: SKYS) (“Sky Solar” or the “Company”) will be held on December 31, 2019 at 10:00 a.m. (local time) at Room T1-2503, Tianshan SOHO Plaza, 1717 Tianshan Road, Changning District, Shanghai, for the following purposes:

 

1.                                      To re-elect Mr. Naiwei Chen as a Class II director of the Company;

 

2.                                      To re-elect Mr. Xinhua Yu as a Class II director of the Company;

 

3.                                      To re-elect Mr. Qiang Zhan as a Class II director of the Company;

 

4.                                      To ratify the appointment of BDO China Shu Lun Pan Certified Public Accountants LLP as auditors of the Company for the fiscal year ending December 31, 2019;

 

5.                                      To authorize any duly authorized committee of the board of directors of the Company to fix the remunerations of the auditors;

 

6.                                      To authorize the chairman of the board of directors of the Company to take any and all action that might be necessary to effect the foregoing matters 1 to 5 as he, in his absolute discretion, thinks fit;

 

7.                                      To receive the audited accounts of the Company for the year ended December 31, 2018; and

 

8.                                      To act upon such other matters as may properly come before our annual general meeting or any adjournment or postponement thereof.

 

The resume of each of Mr. Naiwei Chen, Mr. Xinhua Yu and Mr. Qiang Zhan, the proposed Class II directors of the Company, accompanies this notice of meeting.

 

The board of directors of the Company has fixed the close of business on November 19, 2019 (New York time) as the record date (the “Record Date”). Only holders of our ordinary shares, whether or not represented by American Depositary shares (the “ADS”), on the Record Date are entitled to receive notice of and to vote at the Company’s annual general meeting or any adjournment or postponement thereof.

 

If you are a holder of our ordinary shares on the Record Date, you are cordially invited to attend the annual general meeting in person. Your vote is important. If you cannot attend the annual general meeting in person, you are urged to complete, sign, date and return the accompanying form of proxy by mail to the Company’s Shanghai office at Room T1-2503, Tianshan SOHO Plaza, 1717 Tianshan Road, Changning District, Shanghai, Attention: Dr. Hao Wu, by email to hao.wu@skysolarholdings.com as soon as possible and in any event no later than 10:00 a.m. December 23, 2019 (New York time).

 

If you are a registered holder of our ADSs as at the Record Date, the depositary, CITIBANK, N.A., (the “Depositary”) will forward to you the information of our annual general meeting and ask you to provide your voting instructions with respect to the shares represented by your ADSs. Holders of our ADSs who wish to exercise their voting rights for the underlying shares must act through the Depositary. For your voting instructions to be valid, you must comply with the instructions provided by or on behalf of the Depositary, and the Depositary must receive your voting instructions in the manner and on or before the date specified (the “ADS Voting Instructions Deadline”). Voting at any meeting of shareholders is by show of hands unless a poll is demanded. In the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct CITIBANK N.A.— HONG KONG (the “Custodian”) to vote all shares in accordance with the voting instructions received from a majority of holders of ADSs who provided voting instructions. In the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the shares in accordance with the voting instructions received from the holders of ADSs. The Depositary will only vote or attempt to vote as you instruct and as further described below. Please note that if the Depositary does not receive instructions from a holder as of the Record Date on or before the ADS Voting Instructions Deadline and voting is by poll, such holder shall be deemed, and the Depositary shall deem such holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the shares, provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (A) the Company does not wish such proxy to be given, (B) substantial opposition exists, or (C) the rights of holders of shares may be adversely affected. The Depositary will not itself exercise any voting discretion. Furthermore, neither the Depositary nor its agents are responsible for any failure to carry out any voting instructions, for the manner in which any vote is cast or for the effect of any vote.

 


 

 

BY ORDER OF THE BOARD OF DIRECTORS

 

 

 

/s/ Hao Wu

 

Hao Wu

 

Chairman

 

Date: November 26, 2019

 


 

Exhibit A

 

Resume of Candidates for Directors

 

Naiwei Chen. Mr. Chen is a professor at Fudan University, Law School, and the executive dean of Fudan University’s Institute of Senior Lawyers. He also serves as President of Shanghai FTA Intellectual Property Association, and Vice President of Shanghai Modern Enterprise Association, China Law Association On Science & Technology, and Shanghai Intellectual Property Law Research Association. Mr. Chen has served as an arbitrator at China International Economic and Trade Arbitration Commission, Shanghai International Arbitration Center, Hong Kong International Arbitration Center, International Chamber of Commerce International Court of Arbitration, and Court of Arbitration for Sport. In addition, Mr. Chen is a scholar of the Overseas IP Protection Program sponsored by China’s Ministry of Commerce, and was a Fulbright visiting scholar at the University of Pennsylvania, Law School from 2001 to 2002 and a senior visiting scholar at University of Washington from 1993 to 1994. He was the director of the Law Department and Intellectual Property Research Center of Shanghai Jiao Tong University, the vice president of the 8th and 9th general assembly of Shanghai Bar Association and a founding and senior partner of Allbright Law Offices. Currently, Mr. Chen also serves as an independent director of Shanghai Jiaoyun Group Co., Ltd., Shanghai Jiabao Group Co., Ltd., Spring Airlines Co,. Ltd., and Shanghai Rural Commercial Bank. Mr. Chen earned his Doctor of Jurisprudence degree from Macau University of Science and Technology.

 

Xinhua Yu. Since July 2012, Mr. Yu has been the partner of IDG Capital Investment Consultancy (Shanghai) Co., Ltd. He was the vice president of IDG Capital Investment Consultancy (Beijing) Co., Ltd. from October 2006 to June 2012 and the project manager of International Data (China) Investment Co., Ltd. from October 2005 to October 2006. He has engaged in and led many investments in new energy, new materials, and semiconductor design. Prior to joining IDG Capital, Mr. Yu was the manager in charge of marketing department of ICM Group of Siemens China from October 2003 to October 2004. He was the manager of marketing department of Siemens Shanghai Mobile Communications Co., Ltd. from July 1997 to September 2003. Mr. Yu was awarded a Bachelor of Science by Zhejiang University in July 1997. He also received a Master of Business Administration from Cheung Kong Graduate School of Business in October 2005.

 

Qiang Zhan. Mr. Zhan is a proven leader with Global 500 European and American companies. Mr. Zhan has extensive experience in senior financial roles with companies such as Polymer Group Inc. (now known as AVINTIV Inc.), Feidong Lighting Co., Philips China Investment Co., and Eaton-Vickers Hydraulics. He also has meaningful experience in a variety of sales, marketing and operating roles. Mr. Zhan earned an MBA degree from the State University of New York at Buffalo, and a Bachelor of Engineering degree from Nanjing Institute of Technology (now known as Southeast University).

 


Exhibit 99.3

 

SKY SOLAR HOLDINGS, LTD.

 

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON DECEMBER 31, 2019 (OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF)

 

Introduction

 

This Form of Proxy is furnished in connection with the solicitation by the Board of Directors of Sky Solar Holdings, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), of proxies from the holders of the issued ordinary shares, par value US$0.0001 per share (the “Shares”) of the Company (the “Ordinary Shares”) to be exercised at the annual general meeting of the Company (the “AGM”) to be held on December 31, 2019 at 10:00 a.m. (local time) at Room T1-2503, Tianshan SOHO Plaza, 1717 Tianshan Road, Changning District, Shanghai, and at any adjourned meeting thereof, for the purposes set forth in the accompanying Notice of Annual General Meeting (the “AGM Notice”).

 

Only the holders of record of the Ordinary Shares at the close of business on November 19, 2019 (the “Record Date”) are entitled to notice of and to vote at the AGM. In respect of the matters requiring shareholders’ vote at the AGM, each holder of Ordinary Shares is entitled on a poll to one vote for every such share held by him. The quorum for the AGM is at least two shareholders entitled to vote at the AGM and present in person or by proxy or (in the case of a shareholder being a corporation) by its duly authorized representative representing not less than one-third in nominal value of the total issued voting shares in the Company throughout the meeting.

 

The Ordinary Shares represented by all properly executed proxies returned to the Company will be voted at the AGM as indicated or, if no instruction is given, the holder of the proxy will vote the shares in his discretion, unless a reference to the holder of the proxy having such discretion has been deleted and initialled on this Form of Proxy. Where the chairman of the AGM acts as proxy and is entitled to exercise his discretion, he is likely to vote the shares FOR the resolutions. As to any other business that may properly come before the AGM, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. The Company does not presently know of any other business which may come before the AGM. However, if any other matter properly comes before the AGM, or any adjourned meeting thereof, which may properly be acted upon, unless otherwise indicated the proxies solicited hereby will be voted on such matter in accordance with the discretion of the proxy holders named therein. Any person giving a proxy has the right to revoke it at any time before it is exercised (i) by filing with the Company a duly signed revocation at its offices at Company’s Shanghai office at Room T1-2503, Tianshan SOHO Plaza, 1717 Tianshan Road, Changning District, Shanghai, Attention: Dr. Hao Wu, by email to hao.wu@skysolarholdings.com or (ii) by attending and voting in person at the AGM.

 

To be valid, this Form of Proxy must be completed, signed and returned to the Company’s Shanghai office at Room T1-2503, Tianshan SOHO Plaza, 1717 Tianshan Road, Changning District, Shanghai, Attention: Dr. Hao Wu, by email to hao.wu@skysolarholdings.com as soon as possible and in any event no later than 10:00 a.m. December 23, 2019 (New York time).

 


 

SKY SOLAR HOLDINGS, LTD.

 

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING

to Be Held on December 31, 2019
(or any adjourned meeting thereof)

 

We, ____________________ of ____________________, being the registered holder of __________ ordinary shares, par value US$0.0001 per share ( the “Shares”)1 of Sky Solar Holdings, Ltd. (“the Company”) hereby appoint _________________, or failing him/her, the Chairman of the AGM2, as our proxy to attend and act on our behalf at the annual general meeting of the Company to be held on December 31, 2019 at 10:00 a.m. (local time), and at any adjournment(s) or postponement(s) thereof. Our proxy is instructed to vote on a poll or on a show of hands on the resolutions in respect of the matters specified in the Notice of the Annual General Meeting as indicated below, or if no such indication is given, as my/our proxy thinks fit3:

 

No.

 

RESOLUTIONS

 

FOR

 

AGAINST

 

ABSTAIN

1.

 

That Mr. Naiwei Chen be re-elected as a Class II director of the Company.

 

 

 

 

 

 

2.

 

That Mr. Xinhua Yu be re-elected as a Class II director of the Company.

 

 

 

 

 

 

3.

 

That Mr. Qiang Zhan be re-elected as a Class II director of the Company.

 

 

 

 

 

 

4.

 

That the appointment of BDO China Shu Lun Pan Certified Public Accountants LLP as auditors of the Company for the fiscal year ending December 31, 2019 be ratified, approved and confirmed.

 

 

 

 

 

 

5.

 

That any duly authorized committee of the board of directors of the Company be authorized to fix the remunerations of the auditors.

 

 

 

 

 

 

6.

 

That the chairman of the board of directors of the Company be authorized to take any and all action that might be necessary to effect the foregoing resolutions 1 to 5 as he, in his absolute discretion, thinks fit.

 

 

 

 

 

 

 

Dated                        , 2019

Signature(s)4

 

 


1                   Please insert the number of Shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).

 

2                   If any proxy other than the Chairman of the AGM is preferred, strike out the words “the Chairman of the Annual General Meeting or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his stead. Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it.

 

3                   IMPORTANT: If you wish to vote for a particular resolution, tick the appropriate box marked “for”. If you wish to vote against a particular resolution, tick the appropriate box marked “against”. If you wish to abstain from voting on a particular resolution, tick the appropriate box marked “abstain”.

 

4                   This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under seal or executed under the hand of an officer or attorney duly authorized to sign the same.