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Huatai United Securities Co., Ltd
About Trina Solar Co., Ltd
Verification Opinions on Related Parties' Participation in Equity Investment and Related Party Transactions
Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United Securities" or the "Sponsor"), as the sponsor of Trina Solar Co., Ltd. (hereinafter referred to as "Trina Solar" or the "Company") under the continuous supervision, in accordance with the Administrative Measures for the Sponsorship Business of Securities Issuance and Listing, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation. Trina Solar's participation in equity investment and related party transactions was verified, and the details are as follows:
1. Overview of cooperative investment and related party transactions
(1) Overview of the transaction
Trinaway Investment Second, Ltd. ("Trinaway"), an affiliate of the Company, intends to subscribe for 14,050,000 new shares issued by FREYR Battery, Inc. ("FREYR") for US$14,752,500. FREYR is a New York Stock Exchange-listed company (NYSE: FREY) that develops sustainable batteries and clean energy solutions with a mission to accelerate the decarbonization of the global energy system through the industrialization of technologies along the battery and renewable energy value chain.
The company held the 14th meeting of the third board of directors and the third board of supervisors on November 5, 2024
At the eighth meeting, the meeting deliberated and passed the "Proposal on External Asset Sale and Business Cooperation", and agreed that the company's wholly-owned subsidiary, Trina Solar (Schweiz) AG (hereinafter referred to as "TSW"), will sell its core asset TrinaSolarUSManufacturingModule1, LLC (hereinafter referred to as "TUM1") to FREYR. The underlying asset involved in the sale is the completion of the company's construction of a 5GW module factory in the United States. Upon completion of the transaction, the Company will receive 45,877,960 ordinary shares of FREYR in two phases, the first of which will receive an additional 15,437,847 shares of FREYR to the Company after the relevant closing terms are met, representing 9.9% of the total share capital at that time, and the second stage will receive an additional issue from FREYR to the Company upon approval of the relevant closing conditions
of 30,440,113 shares, which will receive approximately $80 million from FREYR if approval fails
Notes as compensation (the "Transaction"). Because the company after the completion of the transaction of the sale of assets, obtained
The total number of shares is 45,877,960 shares, and the proposed investment amount of this connected transaction is US$48 million based on the latest closing price of FREYR.
The company will continue to support and leverage the sold module capacity through its equity interest in FREYR
For details, please refer to the company's disclosure on the website of the Shanghai Stock Exchange (www.sse.com.cn) on November 7, 2024
Lu's "Announcement on Selling Assets to Obtain Shares and Business Cooperation".
(2) An explanation of the affiliation or other interest relationships
Trinaway is an overseas entity controlled by Ms. Wu Chunyan, the spouse of Mr. Gao Jifan, the actual controller of the Company, and since the Company obtained the corresponding equity of FREYR through the sale of assets, the participation of related parties in the equity investment constitutes a joint investment between the Company and related parties, and constitutes a connected transaction.
(3) Decision-making and deliberation procedures
The participation of related parties in equity investment and related party transactions has been deliberated and approved by the 14th meeting of the third board of directors and the 8th meeting of the third board of supervisors of the company. Affiliated directors Gao Jifan, Gao Jiqing and Gao Haichun have recused themselves from voting on the above-mentioned related party transaction proposals. This matter has been deliberated and approved by the fourth special meeting of independent directors of the third board of directors of the company. This matter does not need to be submitted to the general meeting of shareholders of the company for deliberation.
Second, the basic situation of the investment target
1. Company name: FREYR Battery, Inc.
2. Enterprise type: overseas listed company
3. Major shareholder: FREYR has no actual controller, and is currently the largest shareholder Encompass Capital
AdvisorsLLC controls 12.56% of the shares, and the second-largest shareholder, Koch, Inc, holds 8.2% of the shares, not between the two shareholders
There is an affinity
4. Registered capital: 3,650,000 US dollars
5. Date of establishment: January 20, 2021
6. Company address: 1209 Orange Street, in the City of Wilmington, County of New
Castle, State of Delaware, 19801
7. Main business: FREYR provides battery solutions in the United States, Norway and other places. The company develops electricity
pool production facilities, whose products are primarily used in energy storage systems and commercial mobility, including marine applications and the commercial vehicle market
8. Financial data:
Unit: thousands of United States dollars
January-June 2024/ 2023/
Key Financial Indicators June 30, 2024 December 31, 2023
(Audited)
Operating Income - -
Net profit -55,851 -73,096
Total assets 644,381 732,185
Cash and cash equivalents 219,560 253,339
Total liabilities 81,532 97,469
Total net assets 562,849 634,716
Note: Financial data for 2023 has been audited by PricewaterhouseCoopers AS and data for January-June 2024 is unaudited
plan
3. Basic information of related parties
1. Company name: Trinaway Investment Second Ltd.
2. Enterprise type: limited by shares
3. Legal representative: Wu Chunyan
4. Registered capital: 1.00 US dollars
5. Date of establishment: April 23, 2024
6. Company address: Sea Meadow House, P.0. Box 116, Road Town, Tortola, British
Virgin Islands
7. Main business: investment
8. Major shareholder: 100% shareholding by Trinaway Investment First Ltd
9. Financial data: Because Trinaway is in the early days of its establishment, there has been no actual business transactions.
10. Description of affiliation and other relationships: Trinaway is an overseas entity controlled by Ms. Wu Chunyan, the spouse of Mr. Gao Jifan, the actual controller of the company.
Fourth, the necessity of related party transactions and the impact on listed companies
This transaction is based on the company's development of the local market in the United States, all-round in-depth cooperation with local listed companies and relevant resources, reducing geopolitical risks, ensuring the supply of products made in the United States, and further enhancing the company's product competitiveness and influence in the United States market through all-round continuous support such as brand, IP, manufacturing, sales and after-sales. Therefore, this transaction will not adversely affect the company's business in the U.S. market, and there is no harm to the legitimate interests of small and medium-sized shareholders.
The investment behavior of related parties is the individual investment behavior of related parties of the actual controller of the company, which will not have a significant impact on the company's financial condition, operating results and sustained profitability, and there is no harm to the interests of the listed company and its shareholders. The transaction will not adversely affect the independence of the Company.
5. Risk Warning
As of the date of issuance of this verification opinion, there is still uncertainty about the conclusion of the transaction. The Company will fulfill the relevant procedures and information disclosure obligations in a timely manner according to the subsequent progress. Investors are advised to make prudent decisions and pay attention to investment risks.
6. Deliberation procedures for related parties to participate in the performance of equity investment and related party transactions
(1) Deliberations at the special meeting of independent directors
On November 5, 2024, the Company held the fourth special meeting of independent directors of the third session of the Board of Directors to deliberate
The "Proposal on the Participation of Related Parties in Equity Investment and Related Party Transactions" was passed, and it was agreed that the company would submit the proposal to the 14th meeting of the third board of directors for deliberation. The independent directors believe that this transaction will not adversely affect the company's business in the U.S. market, there is no harm to the legitimate interests of small and medium-sized shareholders, and the investment behavior of related parties is the individual investment behavior of related parties of the actual controller of the company, which will not have a significant impact on the company's financial condition, operating results and sustained profitability, and there is no harm to the interests of listed companies and shareholders. The transaction will not adversely affect the independence of the Company.
(2) Deliberations of the Board of Directors
The company held the 14th meeting of the third board of directors on November 5, 2024, which was deliberated and approved
In the "Proposal on the Participation of Related Parties in Equity Investment and Related Party Transactions", the affiliated directors Gao Jifan, Gao Jiqing and Gao Haichun abstained from voting, and the other non-affiliated directors unanimously agreed to the plan.
The board of directors believes that this transaction will not adversely affect the company's business in the U.S. market, there is no harm to the legitimate interests of small and medium-sized shareholders, and the investment behavior of related parties is the individual investment behavior of related parties of the actual controller of the company, which will not have a significant impact on the company's financial condition, operating results and sustained profitability, and there is no harm to the interests of listed companies and shareholders. The transaction will not adversely affect the independence of the Company.
(3) The deliberations of the board of supervisors
On November 5, 2024, the company held the eighth meeting of the third board of supervisors, and deliberated and approved the "Guan
Proposal on Participation in Equity Investment and Related Party Transactions with Related Parties.
The Board of Supervisors believes that this transaction will not adversely affect the company's business in the U.S. market, there is no harm to the legitimate interests of small and medium-sized shareholders, and the investment behavior of related parties is the individual investment behavior of related parties of the actual controller of the company, and will not have a significant impact on the company's financial condition, operating results and sustained profitability, and there is no harm to the interests of listed companies and shareholders. The transaction will not adversely affect the independence of the Company. The deliberation and decision-making procedures of this transaction are legal and compliant, and there is no harm to the interests of the company and shareholders.
7. Sponsor verification opinions
After verification, the sponsor Huatai United Securities Co., Ltd. believes that the participation of the company's related parties in equity investment and related party transactions has been deliberated and approved by the special meeting of the company's independent directors, the 14th meeting of the company's third board of directors, and the 8th meeting of the third board of supervisors, and does not need to be submitted to the general meeting of shareholders for deliberation, in accordance with relevant laws and regulations and has performed the necessary legal procedures. This matter complies with the Rules for the Listing of Stocks on the Sci-Tech Innovation Board of the Shanghai Stock Exchange, the Self-Regulatory Guidelines for Listed Companies on the Sci-Tech Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, and other laws and regulations, normative documents, and the Articles of Association and other relevant provisions.
To sum up, the sponsor has no objection to the company's related party's participation in the equity investment and related party transaction.
(There is no text on this page, it is the "Verification Opinions of Huatai United Securities Co., Ltd. on the Participation of Related Parties of Trina Solar Co., Ltd. in Equity Investment and Related Party Transactions")
Sponsor Representative: ________________ ________________
Wang Zhe Jiang Yifei
Huatai United Securities Co., Ltd
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