Sec Form 13D Filing - Japan NK Investment K.K. filing for Sky Solar Holdings Ltd.Sky Solar Holdings Ltd. - 2020-09-11

Insider filing report for Changes in Beneficial Ownership

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  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Sky Solar Holdings, Ltd.
(Name of Issuer)
Ordinary Shares, par value US$0.0001 per share
(Title of Class of Securities)
83084J988(1)
(CUSIP Number)
Mitsutoshi Nishiyama
Japan NK Investment K.K.
9th Fl. Kotobuki Bldg., 10-4
Iwamotocho-3chome, Chiyoda-ku, Tokyo 101-0032
Telephone: +813 5839 2046
 
(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. 6 on Schedule 13D/A (“Amendment No. 6”) is filed on behalf of Japan NK Investment K.K. (“JNKI”), PNF Investment Co., Ltd., Rui Chen, Renewable Japan Co., Ltd., H&T Corporation and Katsuhito Manabe (the “Reporting Persons”), and amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on March 11, 2019 on behalf of each of Japan NK Investment K.K., TC3 G.K., Hidenori Nakagawa, Keystone Partners Co., Ltd., Japan Revival Sponsor Fund III, LPS, Satoshi Koyama and Tomoaki Tsutsumi (the “Original Filing”), Amendment No. 1 on Schedule 13D/A filed on behalf of the Reporting Persons (“Amendment No. 1”), Amendment No. 2 on Schedule 13D/A filed on behalf of the Reporting Persons (“Amendment No. 2”) Amendment No. 3 on Schedule 13D/A filed on behalf of the Reporting Persons (“Amendment No. 3”), Amendment No. 4 on Schedule 13D/A filed on behalf of the Reporting Persons (“Amendment No. 4”, Amendment No .5 on Schedule 13D/A filed on behalf of the Reporting Person (“Amendment No. 5”), and together with the Original Filing, Amendment No. 1, Amendment No. 2. Amendment No. 3, Amendment No. 4 and Amendment No. 5, 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”). Capitalized terms used but not defined in this Amendment No. 5 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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 (“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 of the Issuer.



CUSIP No. 83084J988
 
13D
 
Page 2 of 11 Pages
         
1.
 
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Japan NK Investment K.K.
 
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) 
(b) 
 
 
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
 
Japan
 
 
         
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7.
 
SOLE VOTING POWER
 
00,000
 
8.
 
SHARED VOTING POWER
 
232,876,006
 
9.
 
SOLE DISPOSITIVE POWER
 
00,000
 
10.
 
SHARED DISPOSITIVE POWER
 
232,876,006
         
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

232,876,006
 
 
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)

55.5%
 
 
14.
 
TYPE OF REPORTING PERSON (see instructions)

CO
 
 
 



CUSIP No. 83084J988
 
13D
 
Page 3 of 11 Pages
         
1.
 
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

PNF Investment Co., Ltd.
 
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) 
(b) 
 
 
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
 
Japan
 
 
         
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7.
 
SOLE VOTING POWER
 
00,000
 
8.
 
SHARED VOTING POWER
 
232,876,006
 
9.
 
SOLE DISPOSITIVE POWER
 
00,000
 
10.
 
SHARED DISPOSITIVE POWER
 
232,876,006
         
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

232,876,006
 
 
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)

55.5%
 
 
14.
 
TYPE OF REPORTING PERSON (see instructions)

CO
 
 
 



 
CUSIP No. 83084J988
 
13D
 
Page 4 of 11 Pages
         
1.
 
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Rui Chen
 
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) 
(b) 
 
 
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
 
00,000
 
8.
 
SHARED VOTING POWER
 
232,876,006
 
9.
 
SOLE DISPOSITIVE POWER
 
00,000
 
10.
 
SHARED DISPOSITIVE POWER
 
232,876,006
       
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

232,876,006
 
 
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)

55.5%
 
 
14.
 
TYPE OF REPORTING PERSON (see instructions)

IN
 
 




CUSIP No. 83084J988
 
13D
 
Page 5 of 11 Pages
         
1.
 
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Renewable Japan Co., Ltd.
 
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) 
(b) 
 
 
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
 
Japan
 
 
         
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7.
 
SOLE VOTING POWER
 
00,000
 
8.
 
SHARED VOTING POWER
 
232,876,006
 
9.
 
SOLE DISPOSITIVE POWER
 
00,000
 
10.
 
SHARED DISPOSITIVE POWER
 
232,876,006
         
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

232,876,006
 
 
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)

55.5%
 
 
14.
 
TYPE OF REPORTING PERSON (see instructions)

CO
 
 
 



CUSIP No. 83084J988
 
13D
 
Page 6 of 11 Pages
         
1.
 
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

H&T Corporation
 
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) 
(b) 
 
 
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
 
Japan
 
 
         
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7.
 
SOLE VOTING POWER
 
00,000
 
8.
 
SHARED VOTING POWER
 
232,876,006
 
9.
 
SOLE DISPOSITIVE POWER
 
00,000
 
10.
 
SHARED DISPOSITIVE POWER
 
232,876,006
         
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

232,876,006
 
 
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)

55.5%
 
 
14.
 
TYPE OF REPORTING PERSON (see instructions)

CO
 
 
 



CUSIP No. 83084J988
 
13D
 
Page 7 of 11 Pages
         
1.
 
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Katsuhito Manabe
 
 
2.
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) 
(b) 
 
 
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
 
Japan
 
 
         
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
7.
 
SOLE VOTING POWER
 
00,000
 
8.
 
SHARED VOTING POWER
 
232,876,006
 
9.
 
SOLE DISPOSITIVE POWER
 
00,000
 
10.
 
SHARED DISPOSITIVE POWER
 
232,876,006
         
11.
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

232,876,006
 
 
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)

55.5%
 
 
14.
 
TYPE OF REPORTING PERSON (see instructions)

IN
 
 
 



CUSIP No. 83084J988
 
13D
 
Page 8 of 11 Pages
Item 3.
Source and Amount of Funds or Other Consideration.
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 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 SKYS.  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 SKYS.  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 SKYS 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 SKYS (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 remaining 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 SKYS shareholders 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.
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 Company for each of the Reporting Persons.  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.
   
Shares
Beneficially
Owned
 
Percentage of
Total*
 
Sole Voting
Power
 
Shared
Voting
Power
 
Sole
Dispositive
Power
 
Shared
Dispositive
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
 

* Percentages are calculated based on 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 each Reporting Person, the Ordinary Shares that such person has the right to acquire within 60 days.



CUSIP No. 83084J988
 
13D
 
Page 9 of 11 Pages
The following table sets forth the beneficial ownership of Ordinary Shares (including Ordinary Shares represented by ADSs) of the Company for persons who are members of the Offeror Group and therefore, together with the Reporting Persons, may form a group within the meaning of Section 13(d)(3) of the Securities Act.
   
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)
   
182,717,962
     
43.6
%
   
97,453,914
     
85,264,048
     
97,453,914
     
85,264,048
 
IDG-Accel China Capital Associates L.P.(2)
   
182,717,962
     
43.6
%
   
97,453,914
     
85,264,048
     
97,453,914
     
85,264,048
 
IDG-Accel China Capital Investors L.P.(3)
   
182,717,962
     
43.6
%
   
4,495,992
     
178,221,970
     
4,495,992
     
178,221,970
 
IDG-Accel China Capital GP Associates Ltd.(4)
   
182,717,962
     
43.6
%
   
101,949,906
     
80,768,056
     
101,949,906
     
80,768,056
 
Quan Zhou(5)
   
182,717,962
     
43.6
%
   
0
     
182,717,962
     
0
     
182,717,962
 
Chi Sing Ho(5)
   
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(6)
   
94,168,056
     
22.4
%
   
0
     
94,168,056
     
0
     
94,168,056
 
Xiaoguang Duan(7)
   
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
 
Bin Shi
   
14,759,480
     
3.5
%
   
14,759,480
     
0
     
14,759,480
     
0
 
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
 
TCL Transportation Holdings Limited
   
936,680
     
0.2
%
   
936,880
     
0
     
936,880
     
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
 

* Percentages are calculated based on 419,546,494 Ordinary Shares (including Ordinary Shares represented by ADSs) issued and outstanding as of December 31, 2019, as reported by the Company in its Form 20-F filed on May 19, 2020, including, with respect to each Reporting Person, the Ordinary Shares that such person has the right to acquire within 60 days.

CUSIP No. 83084J988
 
13D
 
Page 10 of 11 Pages

(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., (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. and (iii) 80,768,056 Ordinary Shares directly held by Square Acquisition Co. 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 ow ner 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., (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. and (iii) 80,768,056 Ordinary Shares directly held by Square Acquisition Co.  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., (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. and (iii) 80,768,056 Ordinary Shares directly held by Square Acquisition Co.  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., (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. and (iii) 80,768,056 Ordinary Shares directly held by Square Acquisition Co.  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., (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. and (iii) 80,768,056 Ordinary Shares directly held by Square Acquisition Co.  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.
(6)
Dai is the sole shareholder of each of Jolmo and CES. Jolmo beneficially owns 86,168,056, or 20.5%, of the Company’s Ordinary Shares and CES beneficially owns 8,000,000, or 1.9%, of the Company’s Ordinary Shares, respectively. Accordingly, Dai may thereby be deemed to beneficially own 94,168,056 Ordinary Shares of the Company comprising (x) the 86,168,056 Ordinary Shares owned by Jolmo and (y) the 8,000,000 Ordinary Shares owned by CES, respectively.
(7)
Duan is the sole director of each of Jolmo and CES. Jolmo Solar directly owns 86,168,056, or 20.5%, of the Company’s Ordinary Shares and CES directly owns 8,000,000, or 1.3%, of the Company’s Ordinary Shares, respectively. In addition, Duan shares voting and/or dispositive power over the 3,800,000, or 0.9%, of the Company’s Ordinary Shares owned by Kang, his spouse. Accordingly, Duan may thereby be deemed to beneficially own 97,968,056 Ordinary Shares of the Company comprising (x) the 86,168,056 Ordinary Shares owned by Jolmo Solar, (y) the 8,000,000 Ordinary Shares owned by CES Holding and (z) the 3,800,000 Ordinary Shares owned by Kang, respectively.

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.




CUSIP No. 83084J988
 
13D
 
Page 11 of 11 Pages
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: September 11, 2020
 
JAPAN NK INVESTMENT K.K.
 
         
 
By:
/s/ Mitsutoshi Nishiyama
 
   
Name:
Mitsutoshi Nishiyama
 
   
Title:
Representative Director
 
         
 
PNF INVESTMENT CO., LTD.
 
         
 
By:  
/s/ Rui Chen
 
   
Name:  
Rui Chen
 
   
Title:
Representative Director
 
         
 
RUI CHEN
 
         
 
By:
/s/ Rui Chen
 
         
 
RENEWABLE JAPAN CO., LTD.
 
         
 
By:
/s/ Katsuhito Manabe
 
   
Name:
Katsuhito Manabe
 
   
Title:
Representative Director
 
         
 
H&T CORPORATION
 
         
 
By:
/s/ Katsuhito Manabe
 
   
Name:
Katsuhito Manabe
 
   
Title:
Representative Director
 
         
 
KATSUHITO MANABE
 
         
 
By:
/s/ Katsuhito Manabe