Trina Solar: The legal opinion of King & Wood Mallesons Shanghai Office on the 4th Extraordinary General Meeting of Shareholders of Trina Solar Co., Ltd. in 2024
DATE:  Dec 31 2024

King & Wood Mallesons Shanghai Branch

About Trina Solar's 4th Extraordinary General Meeting of Shareholders in 2024

Legal opinions

To: Trina Solar Co., Ltd

King & Wood Mallesons Shanghai Office (hereinafter referred to as the "Firm") has been entrusted by Trina Solar Co., Ltd. (hereinafter referred to as the "Company") to conduct the Company in accordance with the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), and the Rules for the General Meeting of Shareholders of Listed Companies (Revised in 2022) (hereinafter referred to as the "Rules of the General Meeting of Shareholders") of the China Securities Regulatory Commission. For the purpose of this legal opinion, excluding the relevant provisions of the laws, administrative regulations, rules and normative documents currently in force and the articles of association in force in Hong Kong Special Administrative Region of China, Macao Special Administrative Region of China and Taiwan Region of China, a lawyer will be appointed to attend the meeting

The Fourth Extraordinary General Meeting of Shareholders of the Company in 2024 (hereinafter referred to as the "Extraordinary General Meeting of Shareholders") held on December 30, 2024 (hereinafter referred to as the "Extraordinary General Meeting of Shareholders") of the Company on December 30, 2024

The general meeting of shareholders), and issued this legal opinion on matters related to the general meeting of shareholders.

In order to issue this legal opinion, our lawyers reviewed the following documents provided by the company, including but not limited to:

1. Trina Solar Co., Ltd

Articles of Association (hereinafter referred to as the "Articles of Association");

2. Resolution of the 16th Meeting of the 3rd Board of Directors of Trina Solar Co., Ltd. provided by the Company;

3. Resolution of the 10th Meeting of the 3rd Board of Supervisors of Trina Solar Co., Ltd. provided by the Company;

4. The company announced on December 14, 2024 on the website of Juchao Information Network and Shanghai Stock Exchange

"Trina Solar Co., Ltd.'s Circular on Convening the Fourth Extraordinary General Meeting of Shareholders in 2024".

(hereinafter referred to as the "Notice of General Meeting of Shareholders");

5. The register of shareholders on the record date of the company's general meeting of shareholders;

6. Attendance records and supporting materials of shareholders attending the on-site meeting;

7. The statistical summary of the online voting situation of the general meeting of shareholders provided by SSE Information Network Co., Ltd

Fruit;

8. The company's general meeting of shareholders and announcements and other documents related to the content of the proposal;

9. Other parliamentary documents.

The Company has warranted to the Firm that the Company has disclosed to the Firm all facts sufficient to affect the issuance of this Legal Opinion and provided the original written materials, duplicate materials, photocopied materials, letters of undertaking or certifications required by the Firm to provide the Company for the issuance of this Legal Opinion, and there are no concealments, misrepresentations and material omissions; The documents and materials provided by the Company to the Firm are true, accurate, complete and valid, and the documents and materials are copies or photocopies, which are consistent and consistent with the originals.

In this legal opinion, the firm only expresses its opinions on the procedures for the convening and convening of the general meeting of shareholders, the qualifications of the persons attending the general meeting of shareholders and the qualifications of the convener, the voting procedures, and whether the voting results comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association of the company, and does not express opinions on the content of the proposals deliberated at the general meeting of shareholders and the authenticity and accuracy of the facts or data expressed in the proposals. The Firm only expresses opinions in accordance with the laws and regulations currently in force in China, and does not express opinions in accordance with any laws outside China.

In accordance with the relevant provisions of the above-mentioned laws, administrative regulations, rules and normative documents and the Articles of Association of the Company, as well as the facts that have occurred or existed before the date of issuance of this legal opinion, the firm has strictly performed its statutory duties, followed the principles of diligence and good faith, and fully verified and verified the relevant matters of the company's general meeting of shareholders to ensure that the facts identified in this legal opinion are true, accurate and complete, and the conclusive opinions issued in this legal opinion are legal and accurate, and there are no false records. misleading statements or material omissions, and bear corresponding legal liabilities.

The firm agrees to use this legal opinion as the announcement material of the general meeting of shareholders, and submit it to the relevant institutions and announce it together with other meeting documents. Otherwise, this legal opinion may not be used for any other purpose by any other person without the consent of the firm.

In accordance with the requirements of relevant laws and regulations, in accordance with the recognized professional standards, ethics and diligence of the lawyer industry, the lawyers of the firm attended the general meeting of shareholders, and verified the relevant facts of the convening and convening of the general meeting of shareholders and the documents provided by the company, and hereby issue the following legal opinions:

1. The convening and convening procedures of the general meeting of shareholders

(1) The convening of the general meeting of shareholders

On December 13, 2024, the sixteenth meeting of the third board of directors of the company deliberated and approved the "About Mention

The proposal to convene the fourth extraordinary general meeting of shareholders of the company in 2024 was decided on December 30, 2024

The Fourth Extraordinary General Meeting of Shareholders in 2024 was held.

On December 14, 2024, the company announced in the form of an announcement on the Juchao Information Network and the Shanghai Stock Exchange Network

The information disclosure media designated by the China Securities Regulatory Commission published the "Notice of the General Meeting of Shareholders".

(2) The convening of the general meeting of shareholders

1. The general meeting of shareholders will be held by a combination of on-site meeting and online voting.

2. The on-site meeting of this general meeting of shareholders will be held in Changzhou at 14:00 pm on December 30, 2024

The conference room of Trina Solar Co., Ltd., No. 2 Tianhe Road, Xinbei District, was held, and the on-site meeting was presided over by Mr. Gao Jifan, Chairman of the Board.

3. The general meeting of shareholders adopts the online voting system of the Shanghai Stock Exchange, and the voting time through the voting platform of the trading system is the trading time period of the day of the general meeting of shareholders, that is, 9:15-9:25, 9:30-11:30, 13:00-15:00, and the voting time through the Internet voting platform is 9:15-15:00 on the day of the general meeting of shareholders.

After verification by the lawyers of the firm, the actual time, place, and method of the general meeting of shareholders and the proposals to be considered at the meeting are consistent with the time, place, method and matters submitted to the meeting for consideration announced in the Notice of the General Meeting of Shareholders.

The firm believes that the convening and convening of the general meeting of shareholders has fulfilled the legal procedures and complied with the relevant provisions of laws, administrative regulations, the Rules of the General Meeting of Shareholders and the Articles of Association.

2. Qualifications and qualifications of conveners attending the general meeting of shareholders

(1) Qualifications of persons attending the general meeting of shareholders

The lawyer of the firm checked the register of shareholders on the equity registration date of the shareholders' meeting, the shareholding certificate of the legal person shareholders attending the shareholders' meeting, the identity certificate of the legal representative or the power of attorney and identity certificate and other relevant information, and confirmed that there were 6 shareholders and shareholders' representatives attending the company's shareholders' meeting, representing 946,243,534 voting shares, accounting for 43.9521% of the company's total voting shares.

According to the online voting results of the shareholders' meeting provided by SSE Information Network Co., Ltd., a total of 386 shareholders participated in the online voting of the shareholders' meeting, representing 34,293,603 voting shares, accounting for 1.5929% of the company's total voting shares.

Among them, in addition to the company's directors, supervisors, senior management and shareholders holding more than 5% of the company's shares alone or collectively (hereinafter referred to as small and medium-sized investors), a total of 387 people, representing 143,261,818 voting shares, accounting for 6.6544% of the company's total voting shares.

In summary, the number of shareholders attending the shareholders' meeting totaled 392, representing 980,537,137 voting shares, accounting for 45.5450% of the company's total voting shares.

In addition to the above-mentioned attendees of the shareholders' meeting, the on-site meeting of the shareholders' meeting also included the company's directors, supervisors and secretary of the board of directors and the firm's lawyers, and some senior managers of the company attended the on-site meeting of the shareholders' meeting.

The qualifications of the shareholders who participated in the online voting of the shareholders' meeting are verified by the online voting system of the online voting system, and the lawyers of the firm cannot verify the qualifications of such shareholders, and the qualifications of the shareholders who participated in the online voting of the shareholders' meeting are in accordance with the laws, regulations, normative documents and the articles of association, and the firm believes that the qualifications of the personnel attending the shareholders' meeting are in accordance with the provisions of laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association.

(2) Qualifications of the convener

The convener of the general meeting of shareholders is the board of directors of the company, and the qualifications of the convener comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association of the company.

3. Voting procedures and voting results of the general meeting of shareholders

(1) The voting procedures of the general meeting of shareholders

1. The proposals deliberated at this general meeting of shareholders are consistent with the Notice of General Meetings of Shareholders, and there is no modification of the original proposal or the addition of new proposals.

2. The general meeting of shareholders adopts a combination of on-site voting and online voting. Witnessed by the lawyers of the firm, the on-site meeting of the general meeting of shareholders voted on the proposals listed in the notice of the meeting by registered ballot. The voting at the on-site meeting was jointly counted and scrutinized by the shareholder representatives, the representatives of the supervisors and the lawyers of the firm.

3. The shareholders participating in the online voting exercise their voting rights through the voting platform of the trading system of the Shanghai Stock Exchange or the Internet voting system (http://vote.sseinfo.com) within the specified online voting time, and after the online voting is completed, SSE Information Network Co., Ltd. provides the company with the statistical data file of the online voting.

4. The presiding officer of the meeting announced the voting of the proposal according to the statistical results of the on-site meeting voting, and announced the passage of the proposal according to the voting results.

(2) The voting results of the general meeting of shareholders

Witnessed by the lawyers of the firm, the general meeting of shareholders deliberated the following proposals in accordance with the provisions of laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association of the company:

1. The voting results of the "Proposal on the Company's Application for Comprehensive Financing Quota and Provision of Guarantee in 2025" are as follows:

approved 963,458,019 shares, representing 98.2581% of the total number of valid voting shares represented by shareholders and shareholders' representatives present at the meeting; against 16,905,246 shares, representing 1.7240% of the total number of valid voting shares represented by shareholders and shareholders' representatives present at the meeting; 173,872 shares were abstained, representing 0.0179% of the total number of valid voting shares represented by shareholders and shareholders' representatives present at the meeting.

Among them, the minority investors voted in favor of 126,182,700 shares, accounting for 88.0784% of the total number of voting shares of the minority investors and the representatives of the minority investors attending the meeting; against 16,905,246 shares, representing 11.8002% of the total number of voting shares of minority investors and representatives of minority investors present at the meeting; 173,872 shares were abstained, representing 0.1214% of the total number of voting shares represented by minority investors and representatives of minority investors present at the meeting.

This proposal is a special resolution of the general meeting of shareholders, which has been approved by more than two-thirds of the voting rights held by shareholders and shareholders' representatives attending the general meeting of shareholders.

2<公司章程>. The voting results of the "Proposal on Amending and Partially Managing the Management System" are as follows:

approved 978,590,011 shares, representing 99.8014% of the total number of valid voting shares represented by shareholders and shareholders' representatives present at the meeting; against 1,757,336 shares, representing 0.1792% of the total number of valid voting shares represented by shareholders and shareholders' representatives present at the meeting; 189,790 shares were abstained, representing 0.0194% of the total number of valid voting shares represented by shareholders and shareholders' representatives present at the meeting.

Among them, the minority investors voted to approve 141,314,692 shares, accounting for 98.6409% of the total number of voting shares of the minority investors and their representatives attending the meeting; against 1,757,336 shares, representing 1.2267% of the total number of voting shares of minority investors and representatives of minority investors present at the meeting; 189,790 shares were abstained, representing 0.1325% of the total number of voting shares of minority investors and representatives of minority investors present at the meeting.

This proposal is a special resolution of the general meeting of shareholders, which has been approved by more than two-thirds of the voting rights held by shareholders and shareholders' representatives attending the general meeting of shareholders.

3. <监事会议事规则>The voting results of the "Proposal on Amendment" are as follows:

approved 965,689,032 shares, representing 98.4857% of the total number of valid voting shares represented by shareholders and shareholders' representatives present at the meeting; against 14,660,315 shares, representing 1.4951% of the total number of valid voting shares represented by shareholders and shareholders' representatives present at the meeting; 187,790 shares were abstained, representing 0.0192% of the total number of valid voting shares represented by shareholders and shareholders' representatives present at the meeting.

Among them, the minority investors voted in favor of 128,413,713 shares, accounting for 89.6357% of the total number of voting shares of the minority investors and their representatives attending the meeting; oppose

14,660,315 shares, representing 10.2332% of the total number of voting shares of minority investors and representatives of minority investors attending the meeting; 187,790 shares were abstained, representing 0.1311% of the total number of voting shares represented by minority investors and representatives of minority investors present at the meeting.

This proposal is a special resolution of the general meeting of shareholders, which has been approved by more than two-thirds of the voting rights held by shareholders and shareholders' representatives attending the general meeting of shareholders.

The sum of the total data and the sub-values is not equal to 100% and is due to rounding.

Our lawyers believe that the voting procedures and the number of votes at the company's general meeting of shareholders comply with the provisions of relevant laws, administrative regulations, the rules of the general meeting of shareholders and the articles of association, and the voting results are legal and valid.

Concluding remarks

In summary, the firm believes that the convening and convening procedures of the company's general meeting of shareholders comply with the provisions of the Company Law, the Securities Law and other relevant laws, administrative regulations, the Rules of the General Meeting of Shareholders and the Articles of Association; The qualifications of the personnel and conveners attending the general meeting of shareholders are legal and valid; The voting procedures and voting results of this general meeting of shareholders are legal and valid.

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Beijing King & Wood Mallesons Shanghai Office Lawyer: ________________

Ho Tui

________________

Song Panru

Person in charge of the unit: ________________

Zhang Mingyuan

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