Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
(Amendment No. 3)*
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Sky Solar Holdings, Ltd.
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(Name of Issuer)
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Ordinary Shares, par value US$0.0001 per share
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(Title of Class of Securities)
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83084J988(1)
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(CUSIP Number)
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Toshi Taga
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Japan NK Investment K.K.
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9th Fl. Kotobuki Bldg., 10-4
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Iwamotocho-3chome, Chiyoda-ku, Tokyo 101-0032
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Telephone: +813 5839 2046
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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January 22, 2020
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(Date of Event which Requires Filing of this Statement)
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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. 3 on Schedule 13D/A (“Amendment No. 3”) is filed on behalf of Japan NK Investment K.K., 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”) and Amendment No. 2 on Schedule 13D/A filed on behalf of the Reporting Persons (“Amendment No. 2”, and together with the Original Filing, Amendment No. 1 and Amendment No. 3, 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. 3 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.
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CUSIP No. 83084J988
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13D
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Page 2 of 9 Pages
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1.
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Japan NK Investment K.K. |
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) ☐ (b) ☐ |
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
OO |
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Japan |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
00,000 |
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8.
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SHARED VOTING POWER
152,107,954 |
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9.
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SOLE DISPOSITIVE POWER
00,000 |
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10.
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SHARED DISPOSITIVE POWER
152,107,954 |
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
152,107,954 |
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.3% |
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14.
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TYPE OF REPORTING PERSON (see instructions)
CO |
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CUSIP No. 83084J988
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13D
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Page 3 of 9 Pages
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1.
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
PNF Investment Co., Ltd. |
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) ☐ (b) ☐ |
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
OO |
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Japan |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
00,000 |
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8.
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SHARED VOTING POWER
152,107,954 |
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9.
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SOLE DISPOSITIVE POWER
00,000 |
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10.
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SHARED DISPOSITIVE POWER
152,107,954 |
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
152,107,954 |
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.3% |
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14.
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TYPE OF REPORTING PERSON (see instructions)
CO |
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CUSIP No. 83084J988
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13D
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Page 4 of 9 Pages
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1.
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Rui Chen |
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) ☐ (b) ☐ |
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
OO |
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
00,000 |
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8.
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SHARED VOTING POWER
152,107,954 |
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9.
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SOLE DISPOSITIVE POWER
00,000 |
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10.
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SHARED DISPOSITIVE POWER
152,107,954 |
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
152,107,954 |
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.3% |
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14.
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TYPE OF REPORTING PERSON (see instructions)
IN |
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CUSIP No. 83084J988
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13D
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Page 5 of 9 Pages
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1.
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Renewable Japan Co., Ltd. |
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) ☐ (b) ☐ |
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
OO |
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Japan |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
00,000 |
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8.
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SHARED VOTING POWER
152,107,954 |
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9.
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SOLE DISPOSITIVE POWER
00,000 |
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10.
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SHARED DISPOSITIVE POWER
152,107,954 |
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
152,107,954 |
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.3% |
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14.
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TYPE OF REPORTING PERSON (see instructions)
CO |
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CUSIP No. 83084J988
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13D
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Page 6 of 9 Pages
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1.
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
H&T Corporation |
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) ☐ (b) ☐ |
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
OO |
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Japan |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
00,000 |
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8.
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SHARED VOTING POWER
152,107,954 |
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9.
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SOLE DISPOSITIVE POWER
00,000 |
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10.
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SHARED DISPOSITIVE POWER
152,107,954 |
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
152,107,954 |
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.3% |
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14.
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TYPE OF REPORTING PERSON (see instructions)
CO |
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CUSIP No. 83084J988
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13D
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Page 7 of 9 Pages
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1.
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NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Katsuhito Manabe |
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) ☐ (b) ☐ |
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS (see instructions)
OO |
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Japan |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7.
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SOLE VOTING POWER
00,000 |
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8.
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SHARED VOTING POWER
152,107,954 |
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9.
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SOLE DISPOSITIVE POWER
00,000 |
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10.
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SHARED DISPOSITIVE POWER
152,107,954 |
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
152,107,954 |
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions) ☐ |
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.3% |
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14.
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TYPE OF REPORTING PERSON (see instructions)
IN |
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CUSIP No. 83084J988
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13D
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Page 8 of 9 Pages
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Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
The SHA by and among Japan NK Investment K.K., Hudson Global Finance DE II, LLC (a wholly-owned subsidiary
of Hudson Sustainable Investments, LLC) and Fusion-Lynx Holdings, dated November 14, 2019, has terminated in accordance with its terms.
The Reporting Persons intend to continue to engage in discussions with Hudson Sustainable Investments, LLC and
other potentially interested parties regarding a potential strategic transaction involving the Company. There can be no assurances that any transaction will be consummated.
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.
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: January 22, 2020
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JAPAN NK INVESTMENT K.K.
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By:
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/s/ Toshi Taga
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Name:
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Toshi Taga
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Title:
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Chief Executive Officer
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PNF INVESTMENT CO., LTD.
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By:
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/s/ Rui Chen
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Name:
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Rui Chen
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Title:
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Representative Director
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RUI CHEN
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By:
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/s/ Rui Chen
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RENEWABLE JAPAN CO., LTD.
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By:
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/s/ Katsuhito Manabe
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Name:
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Katsuhito Manabe
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Title:
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Representative Director
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H&T CORPORATION
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By:
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/s/ Katsuhito Manabe
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Name:
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Katsuhito Manabe
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Title:
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Representative Director
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KATSUHITO MANABE
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By:
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/s/ Katsuhito Manabe
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