November 17, 2016 Yiwu Runyang Renewable Energy Co., Ltd. And The parties lised in Appendix 1 And Sky Solar Group Co., Ltd. Regarding
Exhibit 99.3
November 17, 2016
Yiwu Runyang Renewable Energy Co., Ltd.
And
The parties lised in Appendix 1
And
Sky Solar Group Co., Ltd.
Regarding
Supplement Agreement to the
Investment Cooperation Framework
Agreemnt on Sky Solar Holdings, Ltd.
This Supplemental Agreement to the Investment Cooperation Framework Agreement (hereinafter the “Supplemental Agreement”) is entered into on 17 November 2016 among:
(1) Yiwu Runyang Renewable Energy Co., Ltd., a company established under the laws of the People’s Republic of China (“China”, excluding for the purpose of this Agreement, Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan Regions) and its registered address at Xx. 000, Xxxx Xxxx, Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxx Xxxxxxxx (hereinafter the “Purchaser”) .
(2) The Parties listed in Appendix 1(hereinafter the “Sellers”, each a “Seller”);
(3) Sky Solar Group Co., Ltd., a company established under the laws of the Cayman islands and its registered address at offices of Codan Trust Company (Cayman) Limited, Cricket Square, Xxxxxxxx Drive, XX Xxx 0000, Xxxxx Xxxxxx, XX0-0000, Xxxxxx Xxxxxxx (hereinafter the “Special Purpose Vehicles”or “SPV”)
Purchaser, Sellers and SPV shall be, collectively, referred to as “Parties” and each a “Party”.
WHEREAS, the Parties hereto entered into the Investment Cooperation Framework Agreement on Sky Solar Holdings, Ltd. (hereinafter the “Agreement”) on November 16, 2016, pursuant to which the Purchaser proposes to, through the SPV, purchase an aggregate of 69.59% shares (hereinafter the “Subject Shares”) of Sky Solar Holdings, Ltd. (hereinafter the “Subject Company”) held by the Seller, and the Seller agrees to the aforesaid Transaction and to sell the Subject Shares. For the purpose of clarifing certain matters, each of the Parties hereto agrees to supplement the Investment Cooperation Framework Agreement as set forth herein after a friendly negotiation to clarify certain matters.
In this Supplemental Agreement, unless the context otherwise requires, terms used herein shall have the same meanings as those defined in the Investment Cooperation Framework Agreement.
1. The Whereas Clauses of the Investment Cooperation Framework Agreement is hereby amended as follows:
(1) The SPV is a wholly-owned subsidiary of the Purchaser and the Purchaser is a wholly-owned subsidiary of Tibet Sky Solar Renewable Energy Systems Engineering Co., Ltd., a company incorporated under the laws of the PRC with limited liability (hereinafter “Tibet Sky Solar”);
(2) All Parties hereby agree that, under the terms and conditions hereof, the Purchaser proposes to, through the SPV, purchase an aggregate of 69.59% ordinary shares (hereinafter the “Subject Shares”) of Sky Solar Holdings, Ltd. (hereinafter the “Subject Company”) held by the Sellers, and the Sellers agree to the aforesaid Transaction and to sell the Subject Shares.
(3) All Parties and Tibet Sky Solar shall engage in discussion so that the Sellers and their respective affiliates will contribute capital to Tibet Sky Solar for the purpose of providing financing to the Transaction.
2. Clause 4.1 of the Investment Cooperation Framework Agreement is hereby amended as follows:
4.1 Upon the achievement of the following conditions and the satisfaction of the Parties:
(1) On or before Closing Date, no Material Adverse Effect exists;
(2) All Parties to this Agreement have passed necessary resolutions to approve this Transaction;
(3) All the necessary approvals/records with respect to oversea investment have been obtained, including but not limited to the approvals/records from China National Development and Reform Commissio, China Ministry of Commerce, and China State Administration of Foreign Exchange; ;
(4) No injunction ordered by any government, court or other authorities exists;
(5) Closing with respect to each Seller shall take place simultaneously;
(6) Each Seller or its related party has completed capital contribution to Tibet Sky Solar and the relevant documents have been signed to the satisfaction of each Seller.
3. Except as set out above, the other terms of the Investment Cooperation Framework Agreement that agreed and signed among the parties hereto shall remain unchanged.
4. This Supplemental Agreement shall form an integral part of the Investment Cooperation Framework Agreement, and shall have the same effect as the Investment Cooperation Framework Agreement. In case of any discrepancy between this Supplemental Agreement and the Investment Cooperation Framework Agreement, this Supplemental Agreement shall prevail.
5. This Supplemental Agreement shall become effective upon Parties’ signatures or company seal on it and shall be binding upon Parties.
In the event that the Investment Cooperation Framework Agreement is terminated for any reason, this Supplemental Agreement shall be terminated simultaneously.
6. This Supplemental Agreement may be executed in 17 counterparts and each Party hereto shall retain one counterpart. The remaining counterparts shall be kept by Yiwu Runyang Renewable Energy Co., Ltd. for filing purpose. Each of which shall have the same effect.
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Purchaser: | |
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Yiwu Runyang Renewable Energy Co., Ltd. | |
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/s/ Xxx Xxxx |
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Signed by: Xxx Xxxx | |
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Title: legal/authorized representative | |
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Seller 1:
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Flash Bright Power Ltd | |
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/s/ Xxxxx Xx |
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Signed by: Xx. Xxxxx Xx |
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Title: legal/authorised representative |
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Seller 2:
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IDG-ACCEL China Capital L.P. | |
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/s/ Chi Sing Ho |
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Signed by: Mr. Chi Sing Ho | |
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Title: legal/authorised representative | |
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Seller 3:
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IDG-ACCEL China Capital Investors L.P. | |
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/s/ Chi Sing Ho |
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Signed by: Mr. Chi Sing Ho | |
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Title: legal/authorised representative | |
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Seller 4:
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JOLMO SOLAR CAPITAL LTD | |
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/s/ Xxxxxxxxx Xxxx |
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Signed by: Xx. Xxxxxxxxx Xxxx | |
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Title: legal/authorised representative | |
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Seller 5:
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CES Holding Ltd. | |
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/s/ Xxxxxxxxx Xxxx |
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Signed by: Xx. Xxxxxxxxx Xxxx |
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Title: legal/authorised representative |
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Seller 6:
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/s/ Xxxx Xxxx |
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Signed by:Xxxx Xxxx |
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Seller 7:
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/s/ Shi Bin |
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Signed by:Shi Bin |
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Seller 8:
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Sino-Century HX Investments Limited | |
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/s/ Xxx Xx |
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Signed by: Mr. Xxx Xx |
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Title: legal/authorised representative | |
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Seller 9:
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Rihuaxing Limited | |
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/s/ Xxx Xxxx |
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Signed by: Mr. Xxx Xxxx | |
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Title: legal/authorised representative | |
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Seller 10:
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Sunpeak Universal Holdings, Inc | |
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/s/ Xxx Xxxx |
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Singed By: Mr. Xxx Xxxx | |
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Title: legal/authorised representative | |
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SPV:
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Sky Solar Group Co., Ltd. | |
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/s/ Xxxxx Xx |
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Signed by: Xx. Xxxxx Xx | |
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Title: legal/authorised representative | |
Appendix 1
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Seller’s Name |
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Ordinary |
|
Ordinary |
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Total Ordinary |
|
Share |
|
Consideration |
|
|
Flash Bright Power Ltd. |
|
|
|
12,606,013 |
|
100,848,104 |
|
24.04 |
% |
50,424,052 |
|
|
IDG-ACCEL China Capital L.P. |
|
78,335,914 |
|
|
|
78,335,914 |
|
18.67 |
% |
39,167.957 |
|
|
|
|
|
2,389,750 |
|
19,118,000 |
|
4.56 |
% |
9,559,000 |
| |
|
IDG-ACCEL China Capital Investors L.P. |
|
3,613,992 |
|
|
|
3,613,992 |
|
0.86 |
% |
1,806.996 |
|
|
|
|
|
110,250 |
|
882,000 |
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0.21 |
% |
441,000 |
| |
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JOLMO SOLAR CAPITAL LTD |
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5,400,000 |
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|
|
5,400,000 |
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1.29 |
% |
2,700,000 |
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CES Holding Ltd. |
|
8,000,000 |
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|
|
8,000,000 |
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1.91 |
% |
4,000,000 |
|
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Xxxx Xxxx |
|
3,800,000 |
|
|
|
3,800,000 |
|
0.91 |
% |
1,900,000 |
|
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Shi Bin |
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|
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2,250,000 |
|
18,000,000 |
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4.29 |
% |
9,000,000 |
|
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Sino-Century HX Investments Limited |
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15,133,334 |
|
|
|
15,133,334 |
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3.61 |
% |
7,566.667 |
|
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Rihuaxing Limited |
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9,300,000 |
|
|
|
9,300,000 |
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2.22 |
% |
4,650,000 |
|
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Sunpeak Universal Holdings,Inc |
|
29,519,844 |
|
|
|
29,519,844 |
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7.04 |
% |
14,759.922 |
|
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Total |
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153,103,084 |
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17,356,013 |
|
291,951,188 |
|
69.59 |
% |
145,975,594 |
|
Note: Part of the Subject Shares held by abovementioned shareholders are in the form of ADS. One ADS equals eight ordinary shares.
