Du Jin (Shenzhen) law firm
About Trina Solar Co.Ltd(688599) 2021 annual general meeting of shareholders
Legal opinion
To: Trina Solar Co.Ltd(688599)
Beijing Jindu (Shenzhen) law firm (hereinafter referred to as the firm) is entrusted by Trina Solar Co.Ltd(688599) (hereinafter referred to as the company), and in accordance with the securities law of the people’s Republic of China (hereinafter referred to as the Securities Law) and the company law of the people’s Republic of China (hereinafter referred to as the company law) The rules for the general meeting of shareholders of listed companies (hereinafter referred to as the rules for the general meeting of shareholders) and other laws, administrative regulations, rules, normative documents and relevant provisions of the articles of association in force in the people’s Republic of China (hereinafter referred to as China, for the purpose of this legal opinion, excluding the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan region), A lawyer was appointed to attend the 2021 annual general meeting of shareholders (hereinafter referred to as the general meeting of shareholders) held by the company on May 18, 2022, and issued this legal opinion on relevant matters of the general meeting of shareholders. In order to issue this legal opinion, our lawyers have reviewed the following documents provided by the company, including but not limited to: 1 Trina Solar Co.Ltd(688599) articles of Association (hereinafter referred to as the articles of association);
2. Proposals, resolutions and other documents of the 17th meeting of the second board of directors held on April 26, 2022;
3. The notice of Trina Solar Co.Ltd(688599) on convening the 2021 annual general meeting of shareholders (hereinafter referred to as the notice of the general meeting of shareholders) published in China Securities Journal, Shanghai Securities News, securities times, Securities Daily, cninfo.com and the website of Shanghai Stock Exchange on April 28, 2022;
4. The register of shareholders on the date of equity registration of the company’s general meeting of shareholders;
5. Registration records and certificate materials of shareholders attending the on-site meeting;
6. Statistical results of online voting of the general meeting of shareholders provided by Shanghai Stock Exchange Information Network Co., Ltd; 7. The proposal of the general meeting of shareholders of the company and the announcement and other documents related to the contents of relevant proposals;
8. Other parliamentary documentation.
And provided the original written materials, copies, copies, letters of commitment or certificates required by the exchange for the issuance of this legal opinion, and there are no concealed records, false statements and major omissions; If the documents and materials provided by the company to the exchange are true, accurate, complete and effective, and the documents and materials are copies or copies, they shall be consistent and consistent with the original.
In this legal opinion, the exchange only expresses opinions on whether the procedures for convening and convening the general meeting of shareholders, the qualifications of the personnel attending the general meeting of shareholders, the qualifications of the convener and the voting procedures, and 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, It does not express any opinion on the contents of the proposals considered at this shareholders’ meeting and the authenticity and accuracy of the facts or data expressed in such proposals. The exchange only expresses opinions in accordance with the current effective Chinese laws and regulations, and does not express opinions in accordance with any laws outside China.
In accordance with the relevant provisions of the above laws, administrative regulations, rules and normative documents and the articles of association, as well as the facts that have occurred or exist before the date of issuance of this legal opinion, the exchange has strictly performed its statutory duties, followed the principles of diligence and good faith, fully verified and verified the relevant matters of the company’s shareholders’ meeting, and ensured that the facts identified in this legal opinion are true, accurate and complete, The concluding opinions issued in this legal opinion are legal and accurate, without false records, misleading statements or major omissions, and shall bear corresponding legal liabilities.
The exchange agrees to take this legal opinion as the announcement material of the general meeting of shareholders and submit it to relevant institutions together with other meeting documents for announcement. In addition, without the consent of the exchange, this legal opinion shall not be used for any other purpose for any other person.
In accordance with the requirements of relevant laws and regulations and in accordance with the business standards, ethics and diligence recognized by the lawyer industry, our lawyers attended the shareholders’ meeting, verified the relevant facts of the convening and holding of the shareholders’ meeting and the documents provided by the company, and now issue the following legal opinions:
1、 Convening and convening procedures of this general meeting of shareholders
(I) convening of the general meeting of shareholders
On April 26, 2022, the 17th meeting of the second board of directors of the company deliberated and approved the proposal on proposing to convene the 2021 annual general meeting of shareholders of the company, and decided to convene the 2021 annual general meeting of shareholders on May 18, 2022.
On April 28, 2022, the company published the notice of shareholders’ meeting in the form of announcement in the information disclosure media designated by the CSRC, such as China Securities Journal, Shanghai Securities News, securities times, Securities Daily, cninfo.com and the website of Shanghai Stock Exchange.
(II) convening of this general meeting of shareholders
1. The general meeting of shareholders is held by combining on-site voting and online voting.
2. The on-site meeting of the general meeting of shareholders was held at 14:00 p.m. on May 18, 2022 in Trina Solar Co.Ltd(688599) conference room, No. 2, Tianhe Road, Xinbei District, Changzhou City. The on-site meeting was presided over by Mr. Gao Jifan, chairman of the board.
3. The shareholders’ meeting will vote online through the online voting system of Shanghai Stock Exchange. The voting time through the trading system voting platform is the trading time period on the day of the shareholders’ meeting, i.e. 9:15-9:25, 9:30-11:30 and 13:00-15:00; 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 shareholders’ meeting and the proposals deliberated at the meeting are consistent with the time, place and method announced in the notice of shareholders’ meeting and the matters submitted to the meeting for deliberation.
The exchange believes that the convening and convening of this general meeting of shareholders has fulfilled the legal procedures and complies with the relevant provisions of laws, administrative regulations, rules for general meeting of shareholders and the articles of association.
2、 Qualification of personnel and convener attending the general meeting of shareholders
(I) qualification of personnel attending the general meeting of shareholders
Our lawyers checked the register of shareholders on the equity registration date of the shareholders’ meeting, the shareholding certificate of the legal person (institution) shareholders attending the shareholders’ meeting, the certificate or power of attorney of the legal representative, the personal identity certificate of the natural person shareholders attending the shareholders’ meeting, the power of attorney and identity certificate of the authorized agent and other relevant materials, Combined with the online voting results of the shareholders’ meeting provided by Shanghai Stock Exchange Information Network Co., Ltd., 48 shareholders (including entrusted agents) attended the shareholders’ meeting, representing 1336482664 voting shares, accounting for 616576% of the total voting shares of the company.
The qualifications of the above-mentioned shareholders participating in the online voting of the general meeting of shareholders are verified by the institutions provided by the online voting system. Our lawyers are unable to verify the qualifications of such shareholders. On the premise that the qualifications of such shareholders participating in the online voting of the general meeting of shareholders are in line with laws, regulations, normative documents and the articles of association, the exchange believes that the qualifications of the meeting personnel attending the general meeting of shareholders are in line with laws, administrative regulations The provisions of the rules of the general meeting of shareholders and the articles of association.
(II) convener qualification
The convener of this shareholders’ meeting is the board of directors of the company, and the qualification of the convener meets the provisions of relevant laws, administrative regulations, rules for shareholders’ meeting and the articles of association.
3、 Voting procedures and results of this general meeting of shareholders
(I) voting procedures of the general meeting of shareholders
1. The proposals considered at this shareholders’ meeting are consistent with the notice of shareholders’ meeting, and there is no case of modifying the original proposal or adding new proposals.
2. This general meeting of shareholders adopts a combination of on-site voting and online voting. Witnessed by our lawyers, the on-site meeting of the shareholders’ meeting voted on the proposals listed in the meeting notice by open ballot. The votes of the on-site meeting were counted and monitored jointly by the representatives of shareholders, supervisors and lawyers of the firm.
3. Shareholders participating in online voting shall pass the voting platform of the trading system of Shanghai Stock Exchange or the Internet voting system within the specified online voting time（ http://vote.sseinfo.com. ）After exercising the voting right, SSE Information Network Co., Ltd. provided the company with the statistical data file of online voting.
4. According to the statistical results of the on-site meeting voting, the chairman of the meeting announced the voting of the proposal and the adoption of the proposal according to the voting results.
(II) voting results of the general meeting of shareholders
Witnessed by our lawyers, the following proposals were deliberated and adopted at the general meeting of shareholders in accordance with laws, administrative regulations, rules of the general meeting of shareholders and the articles of association:
1. The voting results of the proposal on the work report of the board of directors in 2021 are as follows:
1336469464 shares were approved, accounting for 999990% of the total number of valid voting shares represented by shareholders and shareholders’ agents attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares represented by shareholders and shareholders’ agents attending the meeting; 13200 shares abstained, accounting for 0.0010% of the total number of valid voting shares represented by shareholders and shareholders’ agents attending the meeting.
2. The voting results of the proposal on the work report of the board of supervisors in 2021 are as follows:
1336469464 shares were approved, accounting for 999990% of the total number of valid voting shares represented by shareholders and shareholders’ agents attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares represented by shareholders and shareholders’ agents attending the meeting; 13200 shares abstained, accounting for 0.0010% of the total number of valid voting shares represented by shareholders and shareholders’ agents attending the meeting.
3. The voting results of the proposal on the performance report of the company’s independent directors in 2021 are as follows: 1336469464 shares were agreed, accounting for 999990% of the total number of valid voting shares represented by shareholders and shareholder agents attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares represented by shareholders and shareholders’ agents attending the meeting; 13200 shares abstained, accounting for 0.0010% of the total number of valid voting shares represented by shareholders and shareholders’ agents attending the meeting.
4. The voting results of the proposal on the remuneration scheme for directors and senior managers of the company in 2021 are as follows:
Agree to 503527367 shares, accounting for 1000000% of the total number of valid voting shares represented by shareholders and shareholders’ agents attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares represented by shareholders and shareholders’ agents attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares represented by shareholders and shareholders’ agents attending the meeting.
In consideration of this proposal, Gao Jifan, Wu Chunyan, Jiangsu Panji Investment Co., Ltd., Trina Solar Investment Development Co., Ltd., Jiangsu Qinghai Investment Co., Ltd., Shiyan Ruize technology service partnership (limited partnership), Shiyan Bensheng enterprise management partnership (limited partnership), Yongzhou Yingjia enterprise management partnership (limited partnership), Shiyan cohesion technology service partnership (limited partnership) Changzhou Tianchuang enterprise management consulting partnership (limited partnership), as a related shareholder, conducted an avoidance vote.
5. The voting results of the proposal on the remuneration plan of the company’s supervisors in 2021 are as follows:
1336482664 shares agreed, accounting for 1000000% of the total number of valid voting shares represented by shareholders and shareholders’ agents attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares represented by shareholders and shareholders’ agents attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares represented by shareholders and shareholders’ agents attending the meeting.
6. The voting results of the proposal on the company’s 2021 annual financial statement report are as follows:
1336469464 shares were approved, accounting for 999990% of the total number of valid voting shares represented by shareholders and shareholders’ agents attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares represented by shareholders and shareholders’ agents attending the meeting; 13200 shares abstained, accounting for 0.0010% of the total number of valid voting shares represented by shareholders and shareholders’ agents attending the meeting.
7. The voting results of the proposal on the company’s 2021 annual report and its summary are as follows:
1336469464 shares were approved, accounting for 999990% of the total number of valid voting shares represented by shareholders and shareholders’ agents attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares represented by shareholders and shareholders’ agents attending the meeting; 13200 shares abstained, accounting for 0.0010% of the total number of valid voting shares represented by shareholders and shareholders’ agents attending the meeting.
8. The voting results of the proposal on the company’s profit distribution plan for 2021 are as follows:
1336482664 shares agreed, accounting for 1000000% of the total number of valid voting shares represented by shareholders and shareholders’ agents attending the meeting; 0 dissenting shares, accounting for 0.0000% of the total number of valid voting shares represented by shareholders and shareholders’ agents attending the meeting; Abstain 0 shares, accounting for 0.0000% of the total number of valid voting shares represented by shareholders and shareholders’ agents attending the meeting.
9. The voting results of the proposal on the company’s reappointment of the audit institution in 2022 are as follows:
The total number of shareholders with voting rights and proxies attending the meeting was 1336404299%, accounting for 6499% of the total number of shareholders with voting rights; 55657 opposition shares, accounting for 0.0041% of the total number of valid voting shares represented by shareholders and shareholders’ agents attending the meeting; 20579 shares abstained, accounting for 0.0017% of the total number of valid voting shares represented by shareholders and shareholders’ agents attending the meeting.
10. The voting results of the proposal on the company’s new guarantee amount for the company and its holding subsidiaries are as follows:
1317721776 shares were approved, accounting for the number of shareholders and shareholders’ agents attending the meeting
