SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO THE
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
TRINA SOLAR LIMITED
(Exact name of issuer of deposited securities as specified in its charter)
(Translation of issuer's name into English)
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Exact name of depositary as specified in its charter)
One Wall Street New York, N.Y. 10286
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
The Bank of New York Mellon
One Wall Street, 29th Floor
New York, New York 10286
(Address, including zip code, and telephone number, including area code, of agent for service)
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
New York, New York 10271
It is proposed that this filing become effective under Rule 466
[ ] immediately upon filing
[ ] on ( Date ) at ( Time ).
If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus contained herein also relates to the Depositary Shares of the registrant covered by a previous Registration Statement on Form F-6 of the registrant (Regis. No. 333-139161).
The prospectus consists of the proposed revised Form of American Depositary Receipt included as Exhibit A to the Form of Amended and Restated Deposit Agreement filed as Exhibit 1 to this Post-Effective Amendment No. 1 to the Registration Statement which is incorporated herein by reference.
INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Item Number and Caption
Location in Form of Receipt Filed Herewith as Prospectus
1. Name and address of depositary
2. Title of American Depositary Receipts and identity of deposited securities
Face of Receipt, top center
Terms of Deposit:
(i) The amount of deposited securities represented by one unit of American Depositary Receipts
Face of Receipt, upper right corner
(ii) The procedure for voting, if any, the deposited securities
Articles number 15, 16 and 18
(iii) The collection and distribution of dividends
Articles number 4, 12, 13, 15 and 18
(iv) The transmission of notices, reports and proxy soliciting material
Articles number 11, 15, 16 and 18
(v) The sale or exercise of rights
Articles number 13, 14, 15 and 18
(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization
Articles number 12, 13, 15, 17 and 18
(vii) Amendment, extension or termination of the deposit agreement
Articles number 20 and 21
(viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts
Article number 11
(ix) Restrictions upon the right to deposit or withdraw the underlying securities
Articles number 2, 3, 4, 5, 6, 8 and 22
(x) Limitation upon the liability of the depositary
Articles number 14, 18, 19 and 21
3. Fees and Charges
Articles number 7 and 8
Item - 2.
Public reports furnished by issuer
Article number 11
INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Form of Deposit Agreement dated as of December 18, 2006, as amended and restated as of ____________, 2008, among Trina Solar, The Bank of New York Mellon (formerly known as The Bank of New York) as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1.
Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. Not Applicable.
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. - See (a) above.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. - Previously Filed.
Certification under Rule 466. Not Applicable.
Item - 4.
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, November 21, 2008.
Legal entity created by the agreement for the issuance of American Depositary Receipts for Ordinary Shares of the Par Value of U.S. $0.00001 per share each, of Trina Solar Limited.
The Bank of New York Mellon,
By: /s/ Joanne F. DiGiovanni
Name: Joanne F. DiGiovanni
Title: Vice President
Pursuant to the requirements of the Securities Act of 1933, Trina Solar Limited has caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of Changzhou, People's Republic of China on November 21, 2008.
Trina Solar Limited
By: /s/ Jifan Gao
Name: Jifan Gao
Title: Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Jifan Gao and Terry Wang as his true and lawful attorney-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she may or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on November 21, 2008.
/s/ Jifan Gao
Name: Jifan Gao
Chairman and Chief Executive Officer
(Principal Executive Officer)
/s/ Terry Wang
Name: Terry Wang
Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Junfeng Li
Name: Junfeng Li
Name: Jerone Corcoran
/s/ Peter Mak
Name: Peter Mak
/s/ Qian Zhao
Name: Qian Zhao
Name: Sean Tzou
/s/ Liping Qiu
Name: Liping Qiu
Name: Donald J. Puglisi
Authorized U.S. Representative
Title: Managing Director, Puglisi & Associates
* By: /s/ Jifan Gao
Name: Jifan Gao
INDEX TO EXHIBITS
Form of Deposit Agreement dated as of December 18, 2006, as amended and restated as of ____________, 2008, among Trina Solar Limited, The Bank of New York Mellon (formerly known as The Bank of New York) as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder.