Stock code: 688599 Stock abbreviation: Trina Solar Announcement No.: 2025-029
Convertible bond code: 118031 Convertible bond abbreviation: day 23 convertible bond
Trina Solar Co., Ltd
Announcement on the Establishment of Joint Ventures and Related Party Transactions with Foreign Investment
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:
Brief details of related party transaction and investment amount: Trina Solar Co., Ltd. (hereinafter referred to as the "Company")
Trina Solar's wholly-owned subsidiary, Trina Solar (Changzhou) Technology Co., Ltd. (hereinafter referred to as "Trina Technology"), intends to cooperate with Zhejiang
Jiang Yuance Enterprise Management Consulting Co., Ltd. (hereinafter referred to as "Zhejiang Yuance") jointly funded the establishment of a joint venture company
Manage. Zhejiang Yuance is wholly owned by Trina Xingyuan Investment Development Co., Ltd. (hereinafter referred to as "Xingyuan Investment").
The subsidiary, Xingyuan Investment, is an enterprise controlled by Mr. Gao Jifan, the actual controller of the company. Joint Venture Company Registration
The capital is intended to not exceed RMB 150 million. Among them, Tianhe Technology intends to contribute no more than its own funds
More than RMB 90 million, accounting for 60% of the registered capital of the joint venture. The establishment of the joint venture is the foundation
In the company's future development strategic planning, it focuses on new technologies and intellectual property rights for a new generation of smart energy systems
investment, through the active layout of cutting-edge technology, to help the company's long-term development.
Zhejiang Yuance is a related party of the company, and this investment is a joint investment with related parties, which constitutes a related party transaction
It does not constitute a major asset restructuring as stipulated in the Administrative Measures for the Material Asset Restructuring of Listed Companies.
There is no major legal obstacle to the implementation of this related party transaction.
The joint investment and establishment of a joint venture company and related party transaction with related parties has been the third session of the company
The 23rd meeting of the board of directors and the 12th meeting of the third board of supervisors were deliberated and approved. At the same time already alone
The special meeting of the directors was established to deliberate and approve, and the transaction still needs to be submitted to the shareholders' meeting for approval.
Relevant Risk Warning:
(1) The establishment of the joint venture company is subject to the approval of the administrative department for industry and commerce and other relevant competent authorities, and there is uncertainty as to whether the relevant approval can be passed and the time when the final approval can be approved.
(2) The joint venture has not yet been established and the relevant business has not yet been carried out. In the actual layout of the future ecological chain,
The joint venture company may face the impact of uncertainties in the economic environment, industry policies, changes in market demand, operation and management, technology research and development, etc., and there are certain technical risks, market risks, operational risks, and the risk that the progress of future projects will not meet expectations. Please pay attention to the investment risks.
I. Overview of Foreign Investment and Related Party Transactions
(1) Overview of the transaction
According to the company's development strategic plan, the company's wholly-owned subsidiary, Tianhe Technology, plans to jointly invest in the establishment of a joint venture with Zhejiang Yuance. The registered capital of the joint venture is intended to be no more than RMB 150 million. Among them, Trina Technology intends to contribute no more than RMB 90 million with its own funds, accounting for 60% of the registered capital of the joint venture.
(2) An explanation of the affiliation or other interest relationships
Zhejiang Yuance is a wholly-owned subsidiary of Xingyuan Investment, which is controlled by Mr. Gao Jifan, the actual controller of the company, and Ms. Gao Haichun, co-chairman of the company, serves as the legal representative and executive director of Zhejiang Yuance. According to the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, Zhejiang Yuance is a related party of the Company, and this transaction constitutes a connected transaction, but does not constitute a major asset restructuring as stipulated in the Administrative Measures for the Material Asset Restructuring of Listed Companies. There are no significant legal obstacles to the implementation of this transaction.
As of this related party transaction, the transaction between the company and the same related person in the past 12 months has accounted for more than 1% of the market value of the listed company and exceeded 30 million yuan, and the related party transaction needs to be submitted to the shareholders' meeting for deliberation.
(3) Decision-making and deliberation procedures
On March 31, 2025, the Company held the 23rd meeting of the third board of directors and the third board of supervisors
At the twelfth meeting, the "Proposal on the Establishment of Joint Venture Companies and Related Party Transactions with Foreign Investment" was deliberated and approved, and the related directors Mr. Gao Jifan, Ms. Gao Haichun and Mr. Gao Jiqing have recused themselves from voting on the above-mentioned related party transaction proposals. This matter has been deliberated and approved by the sixth special meeting of independent directors of the third board of directors of the company, and the sponsor has issued a verification opinion that agrees. The transaction still needs to be submitted to the shareholders' meeting for deliberation, and the establishment of the joint venture company needs to be approved by the relevant departments.
2. Basic information of related parties
(1) Company name: Zhejiang Yuance Enterprise Management Consulting Co., Ltd
(2) Enterprise type: limited liability company (investment or holding by natural persons);
(3) Legal representative: Gao Haichun;
(4) Registered capital: RMB 305 million;
(5) Date of establishment: November 11, 2021;
(6) Company domicile: Lishui City, Zhejiang Province;
(7) Business scope: general projects: enterprise management consulting (except for projects subject to approval in accordance with the law, independently carry out business activities with a business license in accordance with the law).
(8) Major shareholder or actual controller: 100% shareholding of Trina Xingyuan Investment Development Co., Ltd.
(9) Financial data: (as of December 31, 2024, unaudited): Total assets 31,854.67
10,000 yuan, net assets of 312.8267 million yuan, operating income of 0 yuan, net profit of 119,700 yuan.
Ms. Gao Haichun, co-chairman of the company, serves as the legal representative and executive director of Zhejiang Yuance, and according to the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, Zhejiang Yuance is a related party of the company, and this transaction constitutes a connected transaction. Except for the foregoing, there is no other relationship between the related person and the company in terms of property rights, business, assets, creditor's rights and debts, personnel, etc.
3. Basic information on the subject matter of foreign investment and related party transactions
(1) The name and category of the subject of the transaction
The Company's wholly-owned subsidiary, Tianhe Technology, intends to jointly invest in the establishment of a joint venture with related parties of the Company, which belongs to the "outbound investment" transaction type in the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange. As of the disclosure date of this announcement, the joint venture company has not yet been established, and the following basic information is the proposed information, and the relevant registration information of the joint venture company is subject to the final approval of the market supervision and administration authority and the government competent examination and approval department.
(2) The basic situation of the joint venture company
(1) Name of the company to be established: Trina Solar Sustainable Energy Development Co., Ltd. (Changzhou) (tentative name, the final name is subject to the approval and registration of the market supervision and administration authority)
(2) Registered capital: no more than RMB 150 million
(3) Company nature: limited liability company
(4) Registered address: Changzhou City (detailed address to be determined, subject to the approval and registration of the market supervision and administration authority)
(5) Business scope: engage in investment activities with its own funds; asset management services for the investment of own funds;
business management consulting; Management; Inspection and testing services: solar power generation technical services; technical services, technology development, technical consultation, technology exchange, technology transfer, technology promotion; engineering and technology research and experimental development; industrial design services; research and development of new material technology; new material technology promotion services; technology promotion and application services; photovoltaic equipment and components manufacturing; sales of photovoltaic equipment and components; photovoltaic power generation equipment leasing; manufacturing, research, design and technical services of energy storage system equipment and accessories; assembly, integration, sales, installation, maintenance and technical services of power generation supporting system equipment and accessories; information consulting services; Intellectual Property Services. (The actual business scope is subject to the approval and registration of the market supervision and administration authority)
(6) Shareholding structure
Name of shareholder Amount of capital contribution (10,000 yuan) Proportion of capital contribution Form of capital contribution
Trina Solar (Changzhou) Technology Co., Ltd. 9,000 60% currency
firm
Zhejiang Yuance Enterprise Management Consulting Co., Ltd. 6,000 40% currency
firm
Total 15,000 100%
4. The necessity of related party transactions and their impact on the company
The company's wholly-owned subsidiary plans to jointly invest in the establishment of a joint venture with related parties is based on the company's future development strategic planning, focusing on the investment of new technologies and intellectual property rights of the new generation of smart energy systems, and helping the company's long-term development through the active layout of cutting-edge technologies. At the same time, it is also the need to further optimize assets and enhance the company's comprehensive competitiveness.
In view of the long layout cycle of new technologies, the company plans to work with related parties in the field of investment and development to promote investment matters after careful consideration. Through synergistic investment, the two parties can not only effectively share risks and reduce the investment losses that may be borne by a single entity of the company, but also the related parties can rely on their professional capabilities in the investment field to introduce diversified capital for the project, optimize the investment structure, assist in formulating a scientific and reasonable development plan, and promote the sustainable and steady development of the company.
The Company's wholly-owned subsidiaries contribute capital with its own funds, which will not have a material adverse impact on the Company's financial condition, operating results and scientific and technological innovation capabilities. The investment follows the principles of fairness, impartiality and openness, and there is no harm to the interests of the company and its shareholders, especially small and medium-sized shareholders.
5. Risk Warning
As of the disclosure date of this announcement, the joint venture company has not yet been established, and the relevant business has not yet been carried out. In the actual layout of the future ecological chain, the joint venture company may face the impact of uncertain factors in the economic environment, industry policies, changes in market demand, operation management, technology research and development, etc., and there are certain technical risks, market risks, operational risks, and the risk that the progress of future projects will not meet expectations. Regarding the progress of the joint venture, the company will fulfill its information disclosure obligations in a timely manner. Please pay attention to the investment risks.
VI. Deliberation Procedures for the Performance of Related Party Transactions
(1) Deliberations at the special meeting of independent directors
On March 31, 2025, the Company held the sixth special meeting of the independent directors of the third session of the Board of Directors to deliberate
Passed the "Proposal on the Establishment of Joint Venture Companies and Related Party Transactions with Foreign Investment", and agreed that the company would submit the proposal to the 23rd meeting of the third board of directors for deliberation. The independent directors believe that this investment is in line with the interests of the company and all shareholders, and does not harm the interests of the company and other non-related parties, and does not harm the interests of small and medium-sized shareholders.
(2) Deliberations of the Board of Directors
The company held the 23rd meeting of the third board of directors on March 31, 2025, which was deliberated and approved
In the "Proposal on the Establishment of Joint Ventures and Related Party Transactions with Foreign Investment", the affiliated directors Mr. Gao Jifan, Ms. Gao Haichun and Mr. Gao Jiqing abstained from voting, and the other non-affiliated directors unanimously agreed to the plan. The proposal still needs to be submitted to the company's shareholders' meeting for deliberation.
(3) The deliberations of the board of supervisors
The company held the twelfth meeting of the third board of supervisors on March 31, 2025, which was deliberated and approved
Proposal on the Establishment of Joint Ventures and Related Party Transactions with Foreign Investment. The Board of Supervisors believes that the establishment of the joint venture company with related parties follows the principles of fairness and reasonableness, and there is no behavior that harms the interests of the company and its shareholders, especially small and medium-sized shareholders, and the deliberation procedure of this related party transaction complies with the relevant provisions of laws, regulations and the Articles of Association.
The establishment of the joint venture company is subject to the approval of the relevant departments and the approval of the shareholders' meeting, and the related parties who have an interest in the related party transaction will abstain from exercising their voting rights on the proposal at the shareholders' meeting.
7. Sponsor verification opinions
After verification, the sponsor Huatai United Securities Co., Ltd. believes that the company's foreign investment in the establishment of a joint venture company and related party transactions have been deliberated and approved by the company's board of directors and board of supervisors, and the affiliated directors have recused themselves from voting, and the company's independent directors have held a special meeting to deliberate and approve the transaction; The related party transaction
It still needs to be submitted to the shareholders' meeting for consideration. The above-mentioned decision-making procedures for the establishment of joint ventures and related party transactions are in accordance with relevant laws and regulations and the Articles of Association.
To sum up, the sponsor has no objection to the establishment of a joint venture and related party transaction by the company.
The announcement is hereby made.
Board of Directors of Trina Solar Co., Ltd
April 2, 2025
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