UNITED STATES

  SECURITIES AND EXCHANGE COMMISSION

  Washington, D.C. 20549

 

  SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)

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:

Howard Zhang

Davis Polk & Wardwell LLP

2201 China World Office 2

1 Jian Guo Men Wai Avenue

Chao Yang District, Beijing 100004, P.R. China

 

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

 

January 21, 2020

(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

 

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 twenty of the ordinary shares, par value $0.0001 per share (“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)
N/A
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
97,453,914
8. Shared Voting Power
4,495,992
9. Sole Dispositive Power
97,453,914
10. Shared Dispositive Power
4,495,992
11.   Aggregate Amount Beneficially Owned by Each Reporting Person
101,949,906
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)
24.3%
14.   Type of Reporting Person (See Instructions)
CO
               

 

 

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)
N/A
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
97,453,914
8. Shared Voting Power
4,495,992
9. Sole Dispositive Power
97,453,914
10. Shared Dispositive Power
4,495,992
11.   Aggregate Amount Beneficially Owned by Each Reporting Person
101,949,906
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)
24.3%
14.   Type of Reporting Person (See Instructions)
CO
               

 

 

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)

N/A

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

4,495,992

8.

Shared Voting Power

97,453,914

9.

Sole Dispositive Power

4,495,992

10.

Shared Dispositive Power

97,453,914

11.   Aggregate Amount Beneficially Owned by Each Reporting Person
101,949,906
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)
24.3%
14.  

Type of Reporting Person (See instructions)

CO

             

 

 

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)

N/A

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

101,949,906

8.

Shared Voting Power

0

9.

Sole Dispositive Power

101,949,906

10.

Shared Dispositive Power

0

11.   Aggregate Amount Beneficially Owned by Each Reporting Person
101,949,906
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)
24.3%
14.

Type of Reporting Person (See instructions)

CO

             

 

 

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)
N/A
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
101,949,906
9. Sole Dispositive Power
0
10. Shared Dispositive Power
101,949,906
11.   Aggregate Amount Beneficially Owned by Each Reporting Person
101,949,906
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)
24.3%
14.  

Type of Reporting Person (See Instructions)

IN

             

 

 

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)
N/A
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

101,949,906

9. Sole Dispositive Power
0
10. Shared Dispositive Power
101,949,906
11.   Aggregate Amount Beneficially Owned by Each Reporting Person
101,949,906
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)
24.3%
14.  

Type of Reporting Person (See Instructions)

IN

             

 

 

 

This Amendment No. 3 (“Amendment No.3”) to Schedule 13D amends and supplements the statement on Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 18, 2016, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on February 13, 2018 and Amendment No. 2 to Schedule 13D filed with the SEC on November 15, 2019 (together, the “Original Schedule 13D”), relating to the Ordinary Shares of Sky Solar Holdings, Ltd. (the “Company” or “Issuer”) 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”). Except as amended and supplemented herein, the information set forth in the Original Schedule 13D remains unchanged. Capitalized terms used herein without definition have meanings assigned thereto in the Original Schedule 13D.

 

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

 

Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following text at the end:

 

It was originally anticipated that an aggregate purchase price of US$25,487,476.50 would be paid at the closing of the Stock Purchase. As disclosed in Item 4 of this statement, the Stock Purchase Agreement has been terminated and thus no funds will be used in connection therewith.

 

ITEM 4. PURPOSE OF TRANSACTION

 

Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following text at the end:

On January 16, 2020, Hudson terminated the Stock Purchase Agreement pursuant to the section 6.1(e) of the Stock Purchase Agreement since the closing of the Stock Purchase did not occur on or before December 31, 2019, the long-stop date of the closing as set out in the Stock Purchase Agreement.

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

 

Item 5 of the Original Schedule 13D is hereby amended and supplemented by replacing Item 5(a) and Item 5(b) thereof in their entirety with the following:

 

(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)   101,949,906   24.3% 97,453,914   4,495,992   97,453,914   4,495,992  
IDG-Accel China Capital Associates L.P.(2)   101,949,906   24.3% 97,453,914   4,495,992   97,453,914   4,495,992  
IDG-Accel China Capital Investors L.P.(3)   101,949,906   24.3% 4,495,992   97,453,914   4,495,992   97,453,914  
IDG-Accel China Capital GP Associates Ltd.(4)   101,949,906   24.3% 101,949,906   0   101,949,906   0  
Quan Zhou(5)   101,949,906   24.3% 0   101,949,906   0   101,949,906  
Chi Sing Ho(5)   101,949,906   24.3% 0   101,949,906   0   101,949,906  

* Percentages are calculated based on 419,546,514 Ordinary Shares (including Ordinary Shares represented by ADSs) issued and outstanding as of December 31, 2018, as reported by the Issuer in its Form 20-F filed on May 15, 2019, including, with respect to each Reporting Person, the Ordinary Shares that such person has the right to acquire within 60 days.

  

 

 

 

(1) Includes (i) 97,453,914 Ordinary Shares (including 19,118,000 Ordinary Shares as represented by 955,900 ADSs) directly held by IDG-Accel China Capital L.P. and (ii) 4,495,992 Ordinary Shares (including 882,000 Ordinary Shares as represented by 44,100 ADSs) directly held by IDG-Accel China Capital Investors L.P.  IDG-Accel China Capital L.P. and IDG-Accel China Capital Investors L.P. have the same ultimate general partner, IDG-Accel China Capital GP Associates Ltd.  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 IDG-Accel China Capital Investors L.P.
   
(2) Includes (i) 97,453,914 Ordinary Shares (including 19,118,000 Ordinary Shares as represented by 955,900 ADSs) directly held by IDG-Accel China Capital L.P. and (ii) 4,495,992 Ordinary Shares (including 882,000 Ordinary Shares as represented by 44,100 ADSs) directly held by IDG-Accel China Capital Investors L.P.  IDG-Accel China Capital Associates L.P. is the general partner of IDG-Accel China Capital L.P.  IDG-Accel China Capital GP Associates Ltd. is the general partner of both IDG-Accel China Capital Associates L.P. and IDG-Accel China Capital Investors 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. and IDG-Accel China Capital Investors L.P.
   
(3) Includes (i) 4,495,992 Ordinary Shares (including 882,000 Ordinary Shares as represented by 44,100 ADSs) directly held by IDG-Accel China Capital Investors L.P. and (ii) 97,453,914 Ordinary Shares (including 19,118,000 Ordinary Shares as represented by 955,900 ADSs) directly held by IDG-Accel China Capital L.P.  IDG-Accel China.  Capital L.P. and IDG-Accel China Capital Investors L.P. have the same ultimate general partner, IDG-Accel China Capital GP Associates Ltd.  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 IDG-Accel China Capital L.P.
   
(4) Includes (i) 97,453,914 Ordinary Shares (including 19,118,000 Ordinary Shares as represented by 955,900 ADSs) directly held by IDG-Accel China Capital L.P. and (ii) 4,495,992 Ordinary Shares  (including 882,000 Ordinary Shares as represented by 44,100 ADSs) directly held by IDG-Accel China Capital Investors L.P.  IDG-Accel China Capital Associates L.P. is the general partner of IDG-Accel China Capital L.P.  IDG-Accel China Capital GP Associates Ltd. is the general partner of both IDG-Accel China Capital Associates L.P. and IDG-Accel China Capital Investors 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 L.P. and IDG-Accel China Capital Investors L.P.
   
(5) Includes 101,949,906 Ordinary Shares indirectly held by IDG-Accel China Capital GP Associates Ltd., consisting of (i) 97,453,914 Ordinary Shares (including 19,118,000 Ordinary Shares as represented by 955,900 ADSs) directly held by IDG-Accel China Capital L.P. and (ii) 4,495,992 Ordinary Shares (including 882,000 Ordinary Shares as represented by 44,100 ADSs) directly held by IDG-Accel China Capital Investors L.P.  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.
 
 

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.

 

Date: January 21, 2020

 

   
    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