This Amendment amends the Solicitation/Recommendation Statement on Schedule 14D-9 (the Schedule 14D-9) filed with the Securities and Exchange Commission on July 20, 2020, in the name of Sky Solar Holdings, Ltd., Inc., an
exempted company with limited liability incorporated under the laws of the Cayman Islands (the Company), at the direction of the special committee of the Companys board of directors. This Amendment relates to an offer by
Square Acquisition Co., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Square Limited, itself an exempted company with limited liability incorporated under the laws of
the Cayman Islands, to purchase all of the issued and outstanding ordinary shares of the Company (Ordinary Shares), including all Ordinary Shares represented by American depositary shares (each, an ADS), not
owned by the Offeror Group (as defined in the Schedule 14D-9) (as well as 600,000 ADSs owned by Kai Ding, and 146,499 ADSs owned by TCL Transportation Holdings Limited), at a price of $0.30 in cash per
Ordinary Share, or $6.00 in cash per ADS, net to the seller in cash, without interest and less any ADS cancellation fees and other related fees and withholding taxes, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated July 6, 2020 (as amended, the Offer to Purchase) and in the related letter of transmittal for Ordinary Shares (the Share Letter of Transmittal) and the related letter of transmittal for ADSs
(the ADS Letter of Transmittal) (the Offer to Purchase, the Share Letter of Transmittal and the ADS Letter of Transmittal, together with any amendments or supplements thereto, collectively the Offer).
Except as otherwise set forth below, the information in the Schedule 14D-9 remains unchanged and is
hereby expressly incorporated by reference. Capitalized terms used herein but not otherwise defined shall have the meanings given to them in the Schedule 14D-9.
ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.
Item 2 of the Schedule 14D-9 is hereby amended and supplemented as follows:
The reference to Xanadu Investment Ltd. (H.K.) in the first paragraph of the section entitled Tender Offer is hereby
amended by deleting such words in their entirety and replacing them with Xanadu Investment (H.K.) Limited.
The following
paragraphs are added immediately before the last paragraph of Item 2:
On July 24, 2020, the Offeror Group filed an Amendment
No. 1 to the Schedule TO (Amendment No. 1 to Schedule TO), pursuant to which the Financing Condition was removed.
On July 27, 2020, the Offeror Group filed an Amendment No. 2 to the Schedule TO (Amendment No. 2 to
Schedule TO) announcing, among other things:
(i) that the expiration time of the Offer was extended until 12:00 midnight, New
York City time, at the end of the day on August 28, 2020 (from previously scheduled expiration time at 12:00 midnight, New York City time, at the end of the day on July 31, 2020); and
(ii) that the following was added as a condition to the Offer: on or prior to August 21, 2020, the Offeror Group shall have obtained debt
and/or equity financing commitments pursuant to which Purchaser and Parent shall have sufficient funds, after taking into consideration the aggregate proceeds of such debt and/or equity financing, to pay (x) the aggregate Offer Price assuming
all of the Ordinary Shares and ADSs that are issued and outstanding and not owned by Offeror Group (as well as 600,000 ADSs owned by Kai Ding and 146,499 ADSs owned by TCL, which shall be tendered in the Offer) are validly tendered and not properly
withdrawn and (y) all fees and expenses expected to be incurred in connection with the Offer (Revised Financing Condition).
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
Item 4 of the Schedule 14D-9 is hereby amended and supplemented as follows:
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