SC 13G/A 1 a16-4166_1sc13ga.htm SC 13G/A

 

CUSIP No. 83084J103

SCHEDULE 13G

 

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Sky Solar Holdings, Ltd.

(Name of Issuer)

Ordinary Shares, par value of $0.0001 per share

(Title of Class of Securities)

83084J103 **

(CUSIP Number)

December 31, 2015

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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 (“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).

 

(Continued on following pages)

 

** This CUSIP number applies to Issuer’s American Depositary Shares, each representing eight Ordinary Shares.

 


 

CUSIP No. 83084J103

SCHEDULE 13G

 

 

1

Names of Reporting Persons
Flash Bright Power Ltd.

2

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

 

(a)

o

 

(b)

x

3

SEC Use Only

4

Citizenship or Place of Organization
British Virgin Islands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
108,038,342 Ordinary Shares

6

Shared Voting Power
None

7

Sole Dispositive Power
108,038,342 Ordinary Shares

8

Shared Dispositive Power
None

9

Aggregate Amount Beneficially Owned by Each Reporting Person
108,038,342 Ordinary Shares

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row 9
27.7%*

12

Type of Reporting Person (See Instructions)
CO

 

*                 Based on the 390,026,670 Ordinary Shares outstanding as of December 31, 2015.

 

2


 

CUSIP No. 83084J103

SCHEDULE 13G

 

 

1

Names of Reporting Persons
Mr. Weili Su

2

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

 

(a)

o

 

(b)

x

3

SEC Use Only

4

Citizenship or Place of Organization
People’s Republic of China

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power
163,467,907 Ordinary Shares*

6

Shared Voting Power
None

7

Sole Dispositive Power
108,038,342 Ordinary Shares

8

Shared Dispositive Power
None

9

Aggregate Amount Beneficially Owned by Each Reporting Person
163,467,907 Ordinary Shares

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11

Percent of Class Represented by Amount in Row 9
41.9%**

12

Type of Reporting Person (See Instructions)
IN

 

*                 Includes 45,429,565 Ordinary Shares over which voting proxies have been granted to Mr. Su as well as a voting proxy for 10,000,000 Ordinary Shares under an Employee Incentive Pool for which Mr. Su serves as the director and member of the advisory committee.

**          Based on the 390,026,670 Ordinary Shares outstanding as of December 31, 2015.

 

3


 

CUSIP No. 83084J103

SCHEDULE 13G

 

 

Item 1(a).

Name of Issuer:

 

Sky Solar Holdings, Ltd. (the “Issuer”)

 

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

Room 635, 6/F, 100 QRC Queen’s Road, Central, Hong Kong

Telephone No.: +852 3960 6548

Fax No.: +852 3180 9399

 

 

Item 2(a).

Name of Person Filing:

 

Flash Bright Power Ltd.

Mr. Weili Su

 

 

Item 2(b).

Address of Principal Business Office, or, if none, Residence:

 

Flash Bright Power Ltd.:

 

Trinity Chambers, PO Box 4301,

Road Town, Tortola,

British Virgin Islands

 

Mr. Weili Su:

 

Suite 1703, GIFC II

1438 Hongqiao Road

Shanghai, P.R. China

Tel: +86 21 6163 8808

FAX: +86 21 6163 8811

 

 

Item 2(c)

Citizenship:

 

Flash Bright Power Ltd. — British Virgin Islands

Mr. Weili Su — People’s Republic of China

 

 

Item 2(d).

Title of Class of Securities:

 

Ordinary Shares

 

 

Item 2(e).

CUSIP Number:

 

83084J103

 

 

Item 3.

Not Applicable

 

4


 

CUSIP No. 83084J103

SCHEDULE 13G

 

 

Item 4.

Ownership:

 

The following information with respect to the ownership of the Ordinary Shares of the Issuer by the Reporting Person is provided as of December 31, 2015:

 

 

Reporting
Person

 

Amount
beneficially
owned:

 

Percent of
class:

 

Sole power
to vote or
direct
the vote:

 

Shared
power to
vote or to
direct the
vote:

 

Sole power
to dispose or
to direct the
disposition
of:

 

Shared
power to
dispose or to
direct the
disposition
of:

 

 

Flash Bright Power Ltd.

 

108,038,342

 

27.7

%

108,038,342

 

—

 

108,038,342

 

—

 

 

Weili Su

 

163,467,907

 

41.9

%

163,467,907

 

—

 

108,038,342

 

—

 

 

 

Flash Bright Power Ltd. is the record owner of six Ordinary Shares of the Issuer.  Flash Bright Power Ltd. also holds 108,038,336 Ordinary Shares in the form of American Depositary Shares.  Mr. Weili Su holds a 100% interest in Flash Bright Power Ltd. Mr. Su has been granted voting proxies covering 45,429,565 Ordinary Shares, as well as a voting proxy for 10,000,000 Ordinary Shares under an Employee Incentive Pool for which Mr. Su serves as the director and member of the advisory committee.

 

 

 

Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Weili Su may be deemed to beneficially own 108,038,342 Ordinary Shares of the Issuer held by Flash Bright Power Ltd., as well as 45,429,565 Ordinary Shares covered by the voting proxies and 10,000,000 Ordinary Shares covered by the Employee Incentive Pool.

 

 

Item 5.

Ownership of Five Percent or Less of a Class:

 

Not applicable

 

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

 

Not applicable

 

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

 

Not applicable

 

 

Item 8.

Identification and Classification of Members of the Group:

 

Not applicable

 

 

Item 9.

Notice of Dissolution of Group:

 

Not applicable

 

 

Item 10.

Certification:

 

Not applicable

 

5


 

CUSIP No. 83084J103

SCHEDULE 13G

 

 

SIGNATURE

 

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

 

Dated: February 16, 2016

 

 

Flash Bright Power Ltd.

By:

/s/ Weili Su

 

 

Mr. Weili Su

 

 

Title: Director

 

 

 

 

 

 

Mr. Weili Su

By:

/s/ Weili Su

 

 

Name: Mr. Weili Su

 

6


 

CUSIP No. 83084J103

SCHEDULE 13G

 

 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

 

 

 

99.1

 

Joint Filing Agreement

 

7