UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 2)

 

Sky Solar Holdings, Ltd.

(Name of Issuer)

 

Ordinary Shares, par value US$0.0001 per share

(Title of Class of Securities)

 

83084J202(1)

(CUSIP Number)

 

Bin Shi

 

Address: c/o 14th Floor, building 2, NanDa Softech Science & Technology Innovation Park,

19 QingJiangNan Road, GuLou District, NanJing City, Jiangsu Province, the People’s Republic of China, 210000

Tel: +86-025-84730370-8024

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

 

September 11, 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 of § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  [   ]

 

This Amendment No. 2 on Schedule 13D/A (“Amendment No. 2”) is filed on behalf of Bin Shi (“Mr. Shi”), and amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on June 4, 2020 on behalf of Mr. Shi (the “Original Filing”) and the Amendment No. 1 on Schedule 13D/A filed with the Securities and Exchange Commission on July 7, 2020 on behalf of Mr. Shi (“Amendment No. 1”, together with the Original Filing and Amendment No. 2, the “Schedule 13D”), 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”). Except as amended and supplemented herein, the information set forth in the Original Filing and Amendment No. 1 remains unchanged. Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings herein as are ascribed to such terms in the Original Filing and/or Amendment No. 1, as applicable.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(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, as amended (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 Ordinary Shares of the Issuer.

 


 

SCHEDULE 13D

 

CUSIP No.

83084J202

 

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Bin Shi

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) *

(a)  [   ]

(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)

                                                    [   ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

People’s Republic of China

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY

 

EACH

 

REPORTING

 

PERSON

 

WITH

7

SOLE VOTING POWER

14,759,480 Ordinary Shares

8

SHARED VOTING POWER

0

9

SOLE DISPOSITIVE POWER

14,759,480 Ordinary Shares

10

SHARED DISPOSITIVE POWER

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

14,759,480 Ordinary Shares

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

                                                                                                                                   [   ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

3.5%*

14

TYPE OF REPORTING PERSON (See Instructions)

IN

 

*  The percentages used in this Schedule 13D are calculated based on a total of 419,546,494 Ordinary Shares (including Ordinary Shares represented by ADSs) issued and outstanding as of December 31, 2019, as reported by the Issuer in its Form 20-F filed on May 19, 2020, including, with respect to Mr. Shi, the Ordinary Shares that he has the right to acquire within 60 days.

 

 

Page 2


 

Item 3.       Source and Amount of Funds or Other Considerations

 

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

 

Item 4.       Purpose of Transaction

 

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

 

The Offer and withdrawal rights expired at 12:00 midnight, New York City time, at the end of September 8, 2020 (the “Expiration Date”). Computershare Trust Company, N.A., the tender agent (the “Tender Agent”), has advised the Offeror Group that, as of immediately prior to the end of the Expiration Date, a total of 76,070,636 Ordinary Shares (including Ordinary Shares represented by ADSs) had been validly tendered (and not validly withdrawn) pursuant to the Offer, representing approximately 18.1% of 419,546,494 outstanding Ordinary Shares of the Company.  In addition, Notices of Guaranteed Delivery have been delivered for 8,523,620 Ordinary Shares (including Ordinary Shares represented by ADSs), representing approximately 2.0% of the outstanding Ordinary Shares of the Company. The Tender Agent has further advised the Offeror Group that, as of 5:00 P.M., New York City time, on September 10, 2020, Notices of Guaranteed Delivery for 4,697,420 Ordinary Shares had been converted into validly tendered Ordinary Shares.

 

The number of Ordinary Shares (including Ordinary Shares represented by ADSs) that had been validly tendered (and not validly withdrawn) pursuant to the Offer (excluding Ordinary Shares tendered pursuant to Notices of Guaranteed Delivery for which certificates or confirmations of book-entry transfer had not yet been received by the Tender Agent) immediately prior to the end of the Expiration Date satisfied the Minimum Condition, and all other conditions to the Offer were satisfied or waived.  Promptly after the Expiration Date, Purchaser entered into the Loan Facility and accepted for payment all Ordinary Shares (including Ordinary Shares represented by ADSs) validly tendered (and not validly withdrawn) pursuant to the Offer.

 

As disclosed under the Form 6-K filed by the Company on August 31, 2020, on August 28, 2020, the Company was informed that Hudson Capital had purportedly filed a winding up petition in respect of the Company (the “Winding Up Petition”) with the Cayman court.  Pursuant to the Companies Law (as amended) of the Cayman Islands, the Merger cannot be consummated for so long as the Winding Up Petition remain outstanding, or if any order shall have been made or resolution adopted to wind up the Company (such proceedings, “Winding Up Proceedings”). The Offeror Group is monitoring the Winding Up Petition closely and intends to effect the Merger as promptly as practicable once any Winding Up Proceedings are no longer outstanding or in effect. At the effective time of the Merger, each outstanding Ordinary Share (other than those held by Offeror Group) will be converted into the right to receive $0.30 in cash per Ordinary Share, without interest and less any required withholding taxes; and each ADS issued and outstanding immediately prior to the effective time, together with the underlying Ordinary Shares represented by such ADS, shall be cancelled in exchange for the right to receive $6.00 in cash per ADS without interest and less any ADS cancellation fees and other related fees and withholding taxes. Instructions outlining the steps required to be taken to obtain the merger consideration will be provided to shareholders of the Company who did not tender their Ordinary Shares and/or ADSs in the Offer.  Parent intends to cause all ADSs to be delisted from Nasdaq and Ordinary Shares deregistered under the Exchange Act.

 

Page 3


 

Item 5.       Interest in Securities of the Issuer

 

Item 5 of the Schedule 13D is hereby amended and supplemented to add the following:

 

(a)-(b)     The following table sets forth the beneficial ownership of Ordinary Shares (including Ordinary Shares represented by ADSs) of the Issuer for Mr. Shi.

 

Reporting Person

 

Amount 
beneficially
 owned

 

Percent of
 total
(1)

 

Sole voting
 power

 

Shared
Voting 
power

 

Sole
 dispositive 
power

 

Shared 
dipositive 
power

 

Bin Shi

 

14,759,480

 

3.5

%

14,759,480

 

0

 

14,759,480

 

0

 

 

(1)               The percentages used in this Schedule 13D are calculated based on a total of 419,546,494 Ordinary Shares (including Ordinary Shares represented by ADSs) issued and outstanding as of December 31, 2019, as reported by the Issuer in its Form 20-F filed on May 19, 2020, including, with respect to Mr. Shi, the Ordinary Shares that he has the right to acquire within 60 days.

 

The following table sets forth the beneficial ownership of Ordinary Shares (including Ordinary Shares represented by ADSs) of the Issuer for persons who are members of the Offeror Group and therefore, together with Mr. Shi, may form a group within the meaning of Section 13(d)(3) of the Securities Act. The following totals include shares owned beneficially by Square Limited and Square Acquisition Co. as a result of the consummation of the Offer, for which Japan NK Investment K.K., IDG-Accel China Capital L.P., IDG-Accel China Capital Investors L.P. and Jolmo Solar Capital Ltd. will share dispositive and voting power pursuant to the arrangements contemplated by the A&R Consortium Agreement and Rollover Agreement.

 

Reporting Person

 

Amount 
beneficially 
owned

 

Percent of 
total
(1)

 

Sole voting 
power

 

Shared
Voting 
power

 

Sole 
dispositive 
power

 

Shared 
dipositive 
power

 

Japan NK Investment K.K.

 

232,876,006

 

55.5

%

0

 

232,876,006

 

0

 

232,876,006

 

PNF Investment Co., Ltd.

 

232,876,006

 

55.5

%

0

 

232,876,006

 

0

 

232,876,006

 

Rui Chen

 

232,876,006

 

55.5

%

0

 

232,876,006

 

0

 

232,876,006

 

Renewable Japan Co., Ltd.

 

232,876,006

 

55.5

%

0

 

232,876,006

 

0

 

232,876,006

 

H&T Corporation

 

232,876,006

 

55.5

%

0

 

232,876,006

 

0

 

232,876,006

 

Katsuhito Manabe

 

232,876,006

 

55.5

%

0

 

232,876,006

 

0

 

232,876,006

 

Sino-Century HX Investments Limited

 

4,940,901

 

1.2

%

4,940,901

 

0

 

4,940,901

 

0

 

Kai Ding

 

9,109,320

 

2.2

%

9,109,320

 

0

 

9,109,320

 

0

 

IDG-Accel China Capital L.P.

 

182,717,962

 

43.6

%

97,453,914

 

85,264,048

 

97,453,914

 

85,264,048

 

IDG-Accel China Capital Associates L.P.

 

182,717,962

 

43.6

%

97,453,914

 

85,264,048

 

97,453,914

 

85,264,048

 

IDG-Accel China Capital Investors L.P.

 

182,717,962

 

43.6

%

4,495,992

 

178,221,970

 

4,495,992

 

178,221,970

 

 

Page 4


 

Reporting Person

 

Amount 
beneficially 
owned

 

Percent of 
total
(1)

 

Sole voting 
power

 

Shared
Voting 
power

 

Sole 
dispositive 
power

 

Shared 
dipositive 
power

 

IDG-Accel China Capital GP Associates Ltd.

 

182,717,962

 

43.6

%

101,949,906

 

80,768,056

 

101,949,906

 

80,768,056

 

Quan Zhou

 

182,717,962

 

43.6

%

0

 

182,717,962

 

0

 

182,717,962

 

Chi Sing Ho

 

182,717,962

 

43.6

%

0

 

182,717,962

 

0

 

182,717,962

 

Jolmo Solar Capital Ltd.

 

86,168,056

 

20.5

%

5,400,000

 

80,768,056

 

5,400,000

 

80,768,056

 

CES Holding Ltd

 

8,000,000

 

1.9

%

8,000,000

 

0

 

8,000,000

 

0

 

Jiale Dai

 

94,168,056

 

22.4

%

0

 

94,168,056

 

0

 

94,168,056

 

Xiaoguang Duan

 

97,968,056

 

23.3

%

0

 

97,968,056

 

0

 

97,968,056

 

Jing Kang

 

3,800,000

 

0.9

%

0

 

3,800,000

 

0

 

3,800,000

 

TCL Transportation Holdings Limited

 

936,680

 

0.2

%

936,680

 

0

 

936,680

 

0

 

Esteem Venture Investment Limited

 

1,233,320

 

0.3

%

1,233,320

 

0

 

1,233,320

 

0

 

Mamaya Investments Ltd

 

333,340

 

0.1

%

333,340

 

0

 

333,340

 

0

 

Xanadu Investment Ltd. (H.K.)

 

1,400,000

 

0.3

%

1,400,000

 

0

 

1,400,000

 

0

 

Abdullateef A. AL-Tammar

 

880,100

 

0.2

%

880,100

 

0

 

880,100

 

0

 

Development Holding Company Ltd.

 

4,000,000

 

1.0

%

4,000,000

 

0

 

4,000,000

 

0

 

Bjoern Ludvig Ulfsson Nilsson

 

494,200

 

0.1

%

494,200

 

0

 

494,200

 

0

 

Square Limited

 

80,768,056

 

19.3

%

80,768,056

 

0

 

80,768,056

 

0

 

Square Acquisition Co.

 

80,768,056

 

19.3

%

80,768,056

 

0

 

80,768,056

 

0

 

 

(1)     The percentages used in this Schedule 13D are calculated based on a total of 419,546,494 Ordinary Shares (including Ordinary Shares represented by ADSs) issued and outstanding as of December 31, 2019, as reported by the Issuer in its Form 20-F filed on May 19, 2020, including, with respect to Mr. Shi, the Ordinary Shares that he has the right to acquire within 60 days.

 

(c)           Transactions in the Shares in the Past 60 Days. Mr. Shi has not effected any transactions relating to the Ordinary Shares during the past 60 days.

 

(d)           To the best of his knowledge, no person other than Mr. Shi has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by Mr. Shi identified in this Item 5.

 

Page 5


 

Item 6.       Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

The information set forth in Item 4 is incorporated by reference in its entirety into this Item 6.

 

To the best knowledge of Mr. Shi, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between Mr. Shi and any other person with respect to any securities of the Company, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Company.

 

Page 6


 

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: September 11, 2020

 

 

Bin Shi

 

 

 

 

By:

/s/ Bin Shi

 

Page 7