Announcement on the Establishment of a Joint Venture through External Investment and Related Transactions by Trina Solar Limited
Trina Solar Limited (hereinafter referred to as “the Company”) and all its directors guarantee that this announcement contains no false records, misleading statements, or significant omissions, and they are legally responsible for the authenticity, accuracy, and completeness of its contents.
Summary of Important Content:
- Brief Overview of Related Transactions and Investment Amount: Trina Solar’s wholly-owned subsidiary, Trina Solar (Changzhou) Technology Co., Ltd. (hereinafter referred to as “Trina Technology”), intends to jointly invest with Zhejiang Yuance Enterprise Management Consulting Co., Ltd. (hereinafter referred to as “Zhejiang Yuance”) to establish a joint venture. Zhejiang Yuance is a wholly-owned subsidiary of Trina Xingyuan Investment Development Co., Ltd. (hereinafter referred to as “Xingyuan Investment”), which is controlled by Mr. Gao Jifan, the actual controller of the Company. The registered capital of the joint venture is proposed to be no more than 150 million RMB, with Trina Technology planning to contribute up to 90 million RMB, accounting for 60% of the joint venture’s registered capital. This establishment is based on the Company’s strategic planning, focusing on investments in new technologies and intellectual property related to the next generation of smart energy systems.
- Related Party Transactions: Zhejiang Yuance is a related party to the Company, and this investment constitutes a related transaction, but does not amount to a significant asset restructuring as defined by the “Administrative Measures for Major Asset Restructuring of Listed Companies.”
- No Major Legal Obstacles: There are no significant legal barriers to the implementation of this related transaction.
- Approval Process: The establishment of the joint venture and the related transaction have been approved by the 23rd meeting of the 3rd Board of Directors and the 12th meeting of the 3rd Supervisory Board. It has also been reviewed and approved by the independent directors and is subject to shareholder meeting approval.
Risk Warning:
(1) The establishment of the joint venture is subject to approval by relevant regulatory authorities, and there is uncertainty regarding whether and when such approvals will be obtained.
(2) The joint venture has not yet been established, and relevant business activities have not commenced. As the ecological chain develops, the joint venture may face uncertainties related to economic conditions, industry policies, market demand, management, and technological development.
Overview of External Investment and Related Transactions
1. Transaction Overview
According to the Company’s strategic planning, Trina Technology plans to jointly invest with Zhejiang Yuance to establish a joint venture. The registered capital of the joint venture is proposed to be no more than 150 million RMB, with Trina Technology planning to contribute no more than 90 million RMB, accounting for 60% of the joint venture’s registered capital.
2. Relationship Explanation
Zhejiang Yuance is a wholly-owned subsidiary of Xingyuan Investment, which is controlled by Mr. Gao Jifan, the actual controller of the Company. The Co-Chairwoman of the Company, Ms. Gao Haichun, serves as the legal representative and executive director of Zhejiang Yuance. Based on the “Listing Rules of the Shanghai Stock Exchange for the Sci-Tech Innovation Board,” Zhejiang Yuance is considered a related party, and this transaction qualifies as a related transaction but does not amount to a significant asset restructuring. There are no significant legal obstacles to the implementation of this transaction.
3. Decision and Review Process
On March 31, 2025, the Company convened the 23rd meeting of the 3rd Board of Directors and the 12th meeting of the 3rd Supervisory Board, where the proposal for the establishment of the joint venture and the related transaction was approved. Related directors, Mr. Gao Jifan, Ms. Gao Haichun, and Mr. Gao Jiqing, abstained from voting. The independent directors also passed the proposal in their specialized meeting. This transaction is subject to shareholder meeting approval, and the establishment of the joint venture requires approval from relevant departments.
Basic Information of the Related Party
(1) Company Name: Zhejiang Yuance Enterprise Management Consulting Co., Ltd.
(2) Company Type: Limited Liability Company (Natural Person Investment or Holding)
(3) Legal Representative: Gao Haichun
(4) Registered Capital: 305 million RMB
(5) Established: November 11, 2021
(6) Location: Lishui City, Zhejiang Province
(7) Business Scope: General business management consulting (excluding projects requiring approval by law)
(8) Major Shareholder/Actual Controller: 100% owned by Trina Xingyuan Investment Development Co., Ltd.
(9) Financial Data (as of December 31, 2024, unaudited): Total Assets 318.55 million RMB, Net Assets 312.83 million RMB, Operating Income 0, Net Profit 119,700 RMB.
Joint Venture Details
(1) Proposed Company Name: Trina Solar Sustainable Energy Development Co., Ltd. (Changzhou) (provisional name, subject to final approval).
(2) Registered Capital: Proposed to be no more than 150 million RMB.
(3) Company Nature: Limited Liability Company.
(4) Registered Address: Changzhou City (exact address pending approval).
(5) Business Scope: Investment activities with self-owned funds; asset management services; business management consulting; technical services and development related to solar power generation; manufacturing, sales, leasing of photovoltaic equipment and accessories; among others.
Necessity and Impact of the Related Transaction
The joint investment by Trina Technology and the related party is based on the Company’s strategic planning for future development, focusing on investments in next-generation smart energy systems and their intellectual property. This collaboration will optimize assets and enhance the Company’s overall competitive strength. Given the lengthy layout period for new technologies, the Company intends to work closely with the related party in advancing investment matters.
Risk Warning
As of the announcement date, the joint venture has not been established, and relevant business activities have not commenced. The joint venture may face uncertainties in economic conditions, industry policies, market demand, and other factors that could impact its operations. Investors are advised to remain cautious regarding investment risks.
Procedures for Related Transaction Review
1. Independent Director’s Review
On March 31, 2025, the independent directors held a specialized meeting to review and approve the proposal for the establishment of the joint venture and related transactions.
2. Board of Directors Review
The Board of Directors also convened on March 31, 2025, where the proposal was approved, with related directors abstaining from the vote.
3. Supervisory Board Review
The Supervisory Board convened on March 31, 2025, and approved the proposal, confirming that it adheres to principles of fairness and legality.
Underwriter’s Review Comments
After verification, the underwriter, Huatai United Securities Co., Ltd., has no objections to the proposed establishment of the joint venture and related transactions, confirming compliance with relevant laws and regulations.
This announcement is made by the Board of Directors of Trina Solar Limited on April 2, 2025.
