Trina Solar: Trina Solar Co., Ltd.'s announcement on the participation of related parties in equity investment and related party transactions
DATE:  Nov 07 2024

Stock code: 688599 Stock abbreviation: Trina Solar Announcement No.: 2024-101

Convertible bond code: 118031 Convertible bond abbreviation: day 23 convertible bond

Trina Solar Co., Ltd

Announcement on the participation of related parties in equity investment and related party transactions

The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.

Important Content Notes:

Transaction Overview: Trina Solar Co., Ltd. (the "Company") in November 2024

The 14th meeting of the 3rd session of the board of directors and the 8th meeting of the 3rd board of supervisors were held on the 5th, and the meeting deliberated and approved the "Proposal on the Participation of Related Parties in Equity Investment and Related Party Transactions", and the company's related party Trinaway InvestmentSecond Ltd (hereinafter referred to as "Trinaway") intends to subscribe for FREYR for US$14,752,500

14,050,000 new shares of Battery, Inc., ("FREYR"). FREYR is

A New York Stock Exchange-listed company (NYSE: FREY) is a developer of sustainable batteries and clean energy solutions with a mission to accelerate the decarbonization of the global energy system by industrializing technologies along the battery and renewable energy value chain.

Proposed investment amount: 45,877,960 ordinary shares of FREYR acquired by the company through the sale of assets,

The shares will be acquired in two phases, the first of which will receive an additional 15,437,847 shares issued by FREYR to the Company upon satisfaction of the relevant closing conditions, representing 9.9% of the total share capital at that time; The second tranche will receive an additional 30,440,113 shares issued by FREYR to the Company following approvals, which will be compensated for the failure of approvals with approximately US$80 million of FREYR's senior notes. As the Company acquired a total of 45,877,960 shares after the completion of the asset sale, the proposed investment amount of this connected transaction is US$48 million based on the latest closing price of FREYR.

Description of related relationship: Trinaway is an overseas entity controlled by Ms. Wu Chunyan, the spouse of Gao Jifan, the actual controller of the company, and is a related party of the company. Due to the company's sale of assets to FREYR and the acquisition of corresponding equity, the specific content is detailed in the company's "About the Acquisition of Assets from External Sales" disclosed on the website of the Shanghai Stock Exchange on the same day

Announcement of shares and business cooperation", so the subscription of FREYR equity by related parties is a joint investment between related parties and the company, which has constituted a related party transaction, but does not constitute a major asset restructuring as stipulated in the Administrative Measures for the Material Asset Restructuring of Listed Companies.

This matter has been deliberated and approved by the fourth special meeting of independent directors of the third board of directors of the company, the fourteenth meeting of the third board of directors and the eighth meeting of the third board of supervisors of the company, and the affiliated directors Gao Jifan, Gao Jiqing and Gao Haichun abstained from voting. This matter does not need to be submitted to the general meeting of shareholders of the company for deliberation.

1. Overview of related party transactions

(1) Overview of the transaction

Trinaway, an affiliate of the Company, intends to subscribe for FREYR's private placement for $14,752,500

14,050,000 new shares. 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 by industrializing technologies along the battery and renewable energy value chains.

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, TrinaSolar (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. The transaction is completed

, the Company will acquire 45,877,960 shares of FREYR common stock, which will be acquired in two phases, the first phase

15,437,847 additional shares issued by FREYR to the Company upon satisfaction of the relevant closing conditions, representing 9.9% of the total share capital at that time; The second phase will be to obtain a new issuance from FREYR to the company after the relevant approvals are approved

30,440,113 shares, which will receive approximately $80 million of FREYR's preferred votes if approved

as compensation (hereinafter referred to as the "Transaction"). As the Company acquired a total of 45,877,960 shares after the completion of the asset sale transaction, the proposed investment amount of this related party transaction is US$48 million based on the latest closing price of FREYR.

The company will continue to support and leverage its sold module capacity through its equity stake 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. 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 related party 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, and the sponsor has issued a verification opinion that agrees. 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 holds 12.56% of the shares, and Koch, Inc, the second largest shareholder, holds 8.2%, and there is no one between the two shareholders

Affiliations.

4. Registered capital: 3,650,000 US dollars

5. Date of Establishment: January 20, 2021

6. Company address: 1209 Orange Street, in the Cityof Wilmington, Countyof New Castle,

State of Delaware, 19801

7. Main business: FREYR provides battery solutions in the United States, Norway and other places. The Company develops battery production facilities, and its 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

Key Financial Indicators January-June 2024/June 30, 2024 2023/December 2023

Day (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 have been audited by PricewaterhouseCoopers AS, January-June 2024

The data is unaudited

3. Basic information of related parties

(1) Basic information of related parties

(1) Company name: Trinaway Investment Second Ltd.

(2) Enterprise type: Company limited by shares

(3) Legal representative: Wu Chunyan

(4) Registered capital: 1.00 US dollars

(5) Date of establishment: April 23, 2024

(6) Company domicile: SeaMeadowHouse, P.0.Box 116, RoadTown, Tortola, BritishVirgin Islands

(7) Main business: investment

(8) Major shareholder: Trinaway Investment First Ltd. holds 100% of the shares

(9) Financial data: Because Trinaway is in the early days of its establishment, no actual business transactions have occurred.

(10) Description of related relationships 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, and the all-round in-depth cooperation with local listed companies and related resources to reduce geopolitical risks, ensure the supply of products made in the United States, and further enhance the company's products in the American market through all-round continuous support such as branding, manufacturing, sales and after-sales

Competitiveness and influence. 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 this announcement, there is 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.

VI. Deliberation Procedures for the Performance of 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.

8. 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.

The announcement is hereby made.

Board of Directors of Trina Solar Co., Ltd

November 7, 2024

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