Securities code: 688599 securities abbreviation: Trina Solar Co.Ltd(688599) Announcement No.: 2022-001 convertible bond Code: 118002 convertible bond abbreviation: Trina Solar convertible bond
Trina Solar Co.Ltd(688599) announcement on the share reduction plan of shareholders holding more than 5%
The board of directors, all directors and relevant shareholders of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law. Important content tips:
Basic information on shareholding of major shareholders
As of the disclosure date of this announcement, Hangzhou Hongyu Investment Management Co., Ltd. (hereinafter referred to as “Hangzhou Hongyu”) directly holds 105469583 shares of Trina Solar Co.Ltd(688599) (hereinafter referred to as ” Trina Solar Co.Ltd(688599) ” or “the company”), accounting for 5.10% of the total share capital of the company. The above shares are held before the company’s initial public offering and will be listed and circulated from June 10, 2021.
Main contents of share reduction plan
Due to its own development and capital needs, The plan is within three months from the date of Trina Solar Co.Ltd(688599) announcing the reduction plan (the reduction through block trading shall be carried out three trading days after the date of announcement, i.e. from January 7, 2022 to April 3, 2022; the reduction through centralized bidding trading shall be carried out 15 trading days after the date of announcement, i.e. from January 25, 2022 to April 3, 2022) According to the market price, 10340132 shares with a total of no more than 0.5% of the total share capital of Trina Solar Co.Ltd(688599) are reduced through block trading or centralized bidding. Among them, within any 90 consecutive days, the total number of shares reduced by block trading does not exceed 0.5% of the total share capital of Trina Solar Co.Ltd(688599) (i.e. 10340132 shares), and the total number of shares reduced by centralized bidding does not exceed 0.5% of the total share capital of Trina Solar Co.Ltd(688599) (i.e. 10340132 shares); If there are ex rights and ex interests matters during Trina Solar Co.Ltd(688599) the reduction period, such as dividend distribution, share distribution, conversion of capital reserve to share capital, share allotment, etc., the number of shares reduced and the reduction price will be adjusted accordingly.
1、 Basic information of the reducing entity
Number of shares held
Shareholder name shareholder identity shareholding proportion current shareholding source
(shares)
Hangzhou Hongyu investment
More than 5% non acquired before IPO: 105469583
Asset Management Co., Ltd. 1054695835.10%
One major shareholder
company
The above reduction subjects have no concerted action.
Major shareholders and their persons acting in concert and Dong Jiangao have not reduced their shares since they were listed.
2、 Main contents of share reduction plan
Planned reduction
Shareholder name plan reduction competitive trading reduction reasonable proposed reduction of shareholding quantity proposed reduction of shareholding reduction method
Source reason of price range during the period of stated holding proportion reduction (shares)
Hangzhou Hongbu no more than no more than bidding transaction minus 2022 / 1 / 25 according to the market price before IPO, due to its own Yu’s investment: too: holding, no more than: ~ Gede development and management, 10340,0.5% 103401322022 / 4 / 3 capital needs are limited to 132 shares of the company
Block trading minus
Hold, no more than
10,340,132
Shares;
Note: in case of reduction through block trading, the reduction period shall be three trading days after the date of announcement, i.e
During the period from January 7, 2022 to April 3, 2022, and any major event is passed within 90 consecutive days
The total number of shares reduced by this transaction does not exceed 0.5% of the total share capital of Trina Solar Co.Ltd(688599) (i.e. 10340132
Shares).
(i) Whether the relevant shareholders have other arrangements □ yes √ no
（2） Whether major shareholders have made commitments on shareholding ratio, shareholding quantity, shareholding period, reduction method, reduction quantity, reduction price, etc. √ yes □ no
1. As a shareholder of the company, Hangzhou Hongyu made commitments on share circulation restriction and voluntary locking before the company’s initial public offering:
Within 12 months from the date when the company’s shares are listed and traded on the stock exchange, the enterprise will not transfer or entrust others to manage the company’s shares directly or indirectly held by the enterprise, nor will the company purchase such shares. If laws, regulations and policies change in the future, the company promises to determine the share locking period in strict accordance with the changed requirements. If the enterprise violates the above commitments and causes losses to the company or relevant parties, the enterprise is willing to bear corresponding legal liabilities.
2. As a shareholder of more than 5% of the company, Hangzhou Hongyu made commitments on Shareholding and reduction intention before the company’s initial public offering:
(1) If the company intends to reduce its shares after the expiration of the lock-in period, it will carefully abide by the relevant provisions of the CSRC and the exchange on shareholder reduction, carefully formulate the stock reduction plan in combination with the needs of the company to stabilize the stock price, carry out operation and capital operation, and reduce its shares step by step after the expiration of the lock-in period.
(2) The way of reducing the company’s shares shall comply with the provisions of relevant laws, regulations and rules.
(3) Before reducing the company’s shares, the enterprise shall make an announcement three trading days in advance, and perform the obligation of information disclosure in a timely and accurate manner in accordance with the rules of the stock exchange.
(4) If the company intends to reduce its holdings of shares within two years after the expiration of the lock-in period, the reduction price (if ex rights and ex interests are carried out due to the distribution of cash dividends, share distribution, conversion of share capital, issuance of new shares after listing, the right shall be reinstated in accordance with the relevant provisions of the stock exchange) shall not be lower than the issue price of the company’s initial public offering of shares. Within one year after the expiration of the lock-up period, the total number of shares held by the enterprise each year shall not exceed 50% of the total number of shares registered in the name of the enterprise on the last trading day of the previous year. If the shares held by the enterprise change due to the company’s equity distribution, capital reduction and share reduction, the amount of transferable shares in the corresponding year shall be changed accordingly.
(5) If the enterprise fails to fulfill the above commitments, ① the remaining shares of the company held by the enterprise shall not be reduced within 6 months from the date when the enterprise fails to fulfill the above reduction intention; ② The income obtained by the enterprise due to violation of the above reduction intention belongs to the company.
(6) If the relevant regulatory rules no longer require the content of a commitment, the corresponding part shall be terminated automatically. If the relevant regulatory rules have new provisions on the lock-in or reduction of shares of listed companies, the enterprise will implement the latest regulatory rules applicable at that time when locking or reducing shares of the company.
3. Hangzhou Hongyu, as a shareholder of the company, made a commitment to voluntarily extend the lock up period of shares on May 13, 2021:
105469583 shares of Trina Solar Co.Ltd(688599) (hereinafter referred to as “the company”) held by the enterprise were originally planned to be lifted on June 10, 2021. Based on the confidence in the future development prospect of the company, the enterprise voluntarily extends the original lock-in period for another 6 months to December 10, 2021. During the lock-in period, the enterprise does not transfer or entrust others to manage the company’s shares held by the enterprise, nor does it require the company to acquire such shares. In case of any change in the number of shares due to the conversion of capital reserve into share capital and distribution of stock dividends during the period of share locking, the number of locked shares shall be adjusted accordingly.
Whether the proposed reduction is consistent with the previously disclosed commitments √ yes □ no
（3） Whether it is a non-profit company at the time of listing, and its controlling shareholders, actual controllers, directors, supervisors and senior managers intend to reduce their pre IPO shares □ yes √ no
（4） No other matters required by the exchange. III. The controlling shareholder or actual controller reduces the shares before the initial public offering
Whether the controlling shareholder or actual controller intends to reduce the shares before the IPO □ yes √ no
4、 Relevant risk tips (I) uncertain risks of the implementation of the reduction plan, such as the preconditions and restrictive conditions for the implementation of the plan and the specific circumstances in which the relevant conditions are achieved or eliminated
This reduction plan is the reduction of the company’s shareholders according to their own operation and development funds, and will not have a significant impact on the company’s governance structure and sustainable operation. During the reduction period, shareholders choose whether and how to implement the reduction plan according to market conditions, the company’s stock price and other factors. There are uncertainties in the time, quantity and price of reduction. Investors are invited to pay attention to investment risks.
（2） Whether the implementation of the share reduction plan may lead to the risk of change in the control of the listed company □ yes √ no (III) other risk tips
The relevant shareholders of the share reduction plan will strictly comply with the requirements of relevant laws and regulations, such as the securities law of the people’s Republic of China, the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange, several provisions on the reduction of shares by shareholders, directors, supervisors and senior managers of listed companies, and the implementation rules for the reduction of shares by shareholders, directors, supervisors and senior managers of listed companies, And timely fulfill the obligation of information disclosure.
It is hereby announced.
Trina Solar Co.Ltd(688599) board of directors January 4, 2022
