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Table of Contents


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13E-3

AMENDMENT NO. 3
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(E)
OF THE SECURITIES EXCHANGE ACT OF 1934


TRINA SOLAR LIMITED
(Name of the Issuer)


Trina Solar Limited
Fortune Solar Holdings Limited
Red Viburnum Company Limited
Mr. Jifan Gao
Ms. Chunyan Wu
Wonder World Limited
Jiangsu Panji Investment Co., Ltd.
Shanghai Xingsheng Equity Investment & Management Co., Ltd.
Shanghai Xingjing Investment Management Co., Ltd.
Great Zhongou Asset Management (Shanghai) Co., Ltd.
Tibet Great Zhongou New Energy Investment Co., Ltd.
Liuan Xinshi Asset Management Co., Ltd.
Changzhou Ruitai Venture Investment Management Co., Ltd.
Mr. Li Zhu
(Names of Persons Filing Statement)

Ordinary Shares, par value $0.00001 per share
American Depositary Shares, each representing 50 Ordinary Shares
(Title of Class of Securities)

89628E104
(CUSIP Number)

Trina Solar Limited
No. 2 Tian He Road
Electronics Park, New District
Changzhou, Jiangsu 213031
People's Republic of China
Tel: (+86) 519 8548 2008
  Fortune Solar Holdings Limited
No. 2 Tian He Road
Electronics Park, New District
Changzhou, Jiangsu 213031
People's Republic of China
Tel: (+86) 519 8517 6806

Red Viburnum Company Limited
No. 2 Tian He Road
Electronics Park, New District
Changzhou, Jiangsu 213031
People's Republic of China
Tel: (+86) 519 8517 6806

 

Mr. Jifan Gao
Ms. Chunyan Wu
Wonder World Limited
No. 2 Tian He Road
Electronics Park, New District
Changzhou, Jiangsu 213031
People's Republic of China
Tel: (+86) 519 8517 6806

Jiangsu Panji Investment Co., Ltd.
Suite 2001, Building 5, Times Business Square
New North District, Changzhou, Jiangsu 213022
People's Republic of China
Tel: (+86) 519 8517 6806

 

Shanghai Xingsheng Equity Investment & Management Co., Ltd.
Building 7, Fortune Plaza, 198 Puming Road
Pudong, Shanghai, 200120
People's Republic of China
Tel: (+86) 21 2221 1888

Shanghai Xingjing Investment Management Co., Ltd.
Floor 29, China Merchant Bank Shanghai Plaza, 1088 Lujiazui Ring Road
Pudong, Shanghai 200122
People's Republic of China
Tel: (+86) 21 2065 5537

 

Great Zhongou Asset Management (Shanghai) Co., Ltd.
8th Floor, Bank of East Asia Finance Tower
66 Hua Yuan Shi Qiao Road
Shanghai 200120
People's Republic of China
Tel: (+86) 21 6860 9600

 

 

 

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Tibet Great Zhongou New Energy Investment Co., Ltd.
8th Floor, Bank of East Asia Finance Tower
66 Hua Yuan Shi Qiao Road
Shanghai 200120
People's Republic of China
Tel: (+86) 21 6860 9600
  Liuan Xinshi Asset Management Co., Ltd.
Floor 6, Agriculture Science Building, South Meishan
Road, Liuan, Anhui 237001
People's Republic of China
Tel: (+86) 564 3319 533

Changzhou Ruitai Venture Investment Management Co., Ltd.
Mr. Li Zhu
Room 508, Building B
No. 3 High-Tech Park, New District
Changzhou, Jiangsu 213002
People's Republic of China
Tel: (+86) 510 8108-1861

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)


 

With copies to:
David T. Zhang, Esq.
Jesse Sheley, Esq.
Kirkland & Ellis
26th Floor, Gloucester Tower
The Landmark
15 Queen's Road, Central
Hong Kong
Tel: (+852) 3761 3300
 
Peter X. Huang, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
30/F, China World Office 2
No. 1, Jian Guo Men Wai Avenue
Beijing 100004, People's Republic of China
Telephone: (+86) 10 6535 5577

This statement is filed in connection with (check the appropriate box):

o
The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

o
The filing of a registration statement under the Securities Act of 1933.

o
A tender offer

ý
None of the above

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: o

Check the following box if the filing is a final amendment reporting the results of the transaction: o

Calculation of Filing Fee

Transactional Valuation*   Amount of Filing Fee**
$1,045,955,030   $105,339.79

* Calculated solely for the purpose of determining the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended. The filing fee is calculated based on the sum of (a) the aggregate cash payment for the proposed per share cash payment of $0.232 for 4,385,837,588 outstanding Shares of the issuer subject to the transaction plus (b) the product of options to purchase 100,145,150 Shares multiplied by $0.079 per option (which is the difference between the $0.232 per share merger consideration and the weighted average exercise price of $0.153 per share) plus (c) the product of 88,488,115 restricted shares multiplied by $0.232 per share ((a), (b) and (c) together, the "Transaction Valuation").

** Previously paid. The total filing fee of $105,339.79 was calculated in accordance with Exchange Act Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended, and is the sum of (i) $105,247.42, which is the product of $1,045,158,075.00 (the transaction value calculated as of August 26, 2016) and $0.0001007 (the Fee Rate then in effect based on the Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2016, issued August 27, 2015), and (ii) $92.37, which is the product of $796,955.00 (the difference between the previous transaction value of $1,045,158,075.00 and the current Transaction Value of $1,045,955,030.00) and $0.0001159 (the Fee Rate currently in effect based on Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2017, issued on August 31, 2016).

o
Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting of the fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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TABLE OF CONTENTS

 
   
  Page

 

 

 

 

 

Item 1

 

Summary Term Sheet

  4

Item 2

 

Subject Company Information

  4

Item 3

 

Identity and Background of Filing Person

  5

Item 4

 

Terms of the Transaction

  5

Item 5

 

Past Contracts, Transactions, Negotiations and Agreements

  6

Item 6

 

Purposes of the Transaction and Plans or Proposals

  7

Item 7

 

Purposes, Alternatives, Reasons and Effects

  8

Item 8

 

Fairness of the Transaction

  10

Item 9

 

Reports, Opinions, Appraisals and Negotiations

  11

Item 10

 

Source and Amount of Funds or Other Consideration

  12

Item 11

 

Interest in Securities of the Subject Company

  12

Item 12

 

The Solicitation or Recommendation

  13

Item 13

 

Financial Statements

  13

Item 14

 

Persons/Assets, Retained, Employed, Compensated or Used

  14

Item 15

 

Additional Information

  14

Item 16

 

Exhibits

  14

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INTRODUCTION

              This Rule 13e-3 transaction statement on Schedule 13E-3, together with the exhibits hereto (this "Transaction Statement"), is being filed with the Securities and Exchange Commission (the "SEC") pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), jointly by the following persons (each, a "Filing Person," and collectively, the "Filing Persons"): (a) Trina Solar Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "Company"), the issuer of the ordinary shares, par value $0.00001 per share (each, a "Share" and collectively, the "Shares"), including the Shares represented by the American depositary shares, each representing 50 Shares ("ADSs"), that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) Fortune Solar Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands ("Parent"); (c) Red Viburnum Company Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent ("Merger Sub"); (d) Mr. Jifan Gao, chairman and chief executive officer of the Company (the "Chairman"); (e) Ms. Chunyan Wu, a citizen of the People's Republic of China, the spouse of the Chairman; (f) Wonder World Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (together with the Chairman and Ms. Chunyan Wu, the "Rollover Securityholders"); (g) Jiangsu Panji Investment Co., Ltd., a limited liability company organized under the laws of People's Republic of China; (h) Shanghai Xingsheng Equity Investment & Management Co., Ltd., a limited liability company organized under the laws of People's Republic of China; (i) Shanghai Xingjing Investment Management Co., Ltd., a limited liability company organized under the laws of People's Republic of China; (j) Great Zhongou Asset Management (Shanghai) Co., Ltd., a limited liability company organized under the laws of People's Republic of China; (k) Tibet Great Zhongou New Energy Investment Co., Ltd., a limited liability company organized under the laws of People's Republic of China; (l) Liuan Xinshi Asset Management Co., Ltd., a limited liability company organized under the laws of People's Republic of China; (m) Changzhou Ruitai Venture Investment Management Co., Ltd., a limited liability company incorporated under the laws of the People's Republic of China; and (n) Mr. Li Zhu, a citizen of the People's Republic of China. Filing Persons (b) through (m) are collectively referred to herein as the "Buyer Group."

              On August 1, 2016, Parent, Merger Sub and the Company entered into an agreement and plan of merger which included a plan of merger required to be filed with the Registrar of Companies of the Cayman Islands, substantially in the form attached as Exhibit A to the merger agreement (the "plan of merger"). On October 18, 2016, Parent, Merger Sub and the Company entered into amendment number one to the agreement and plan of merger (as amended, the "merger agreement"). If the merger agreement and the plan of merger are approved and authorized by the Company's shareholders and the other conditions to the closing of the merger (as described below) are met, Merger Sub will merge with and into the Company (the "merger"), with the Company continuing as the surviving company resulting from the merger.

              Under the terms of the merger agreement, at the effective time of the merger, each outstanding Share (including Shares represented by ADSs), other than (a) Shares (including Shares represented by ADSs) beneficially owned by the Rollover Securityholders (the "Rollover Securities"), (b) Shares (including Shares represented by ADSs) owned by Parent, Merger Sub or the Company (as treasury shares, if any), or by any direct or indirect wholly-owned subsidiary of Parent, Merger Sub or the Company, in each case immediately prior to the effective time of the merger, (c) Shares (including Shares represented by ADSs) reserved (but not yet allocated) by the Company for settlement upon exercise of Company share awards (each a "Company Share Award") issued by the Company under any Company Share Plan (as defined below), and (d) Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their dissenters' rights under the Companies Law, Cap. 22 (Law 3 of 1961 as consolidated and revised) of the Cayman Islands ("Cayman Islands Companies Law") (the "Dissenting

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Shares") (Shares described under (a) through (d) above are collectively referred to herein as the "Excluded Shares"), will be cancelled in exchange for the right to receive $0.232 in cash without interest, and for the avoidance of doubt, because each ADS represents 50 Shares, each issued and outstanding ADS (other than any ADS representing Excluded Shares) will represent the right to surrender the ADS in exchange for $11.60 in cash per ADS without interest (less $0.05 per ADS cancellation fees and (if applicable) up to $0.02 per ADS depositary services fee pursuant to the terms of the deposit agreement (the "deposit agreement"), dated December 2, 2008, by and among the Company, The Bank of New York Mellon, (the "ADS depositary") and the holders and beneficial owners of ADSs issued thereunder), in each case, net of any applicable withholding taxes. The Excluded Shares other than Dissenting Shares will be cancelled for no consideration. The Dissenting Shares will be cancelled for their fair value as determined in accordance with the Cayman Islands Companies Law.

              At the effective time of the merger, (i) each option to purchase Shares granted under the Company's Amended and Restated Share Incentive Plan, effective as of August 28, 2014 (the "Company Share Plan") that is issued and outstanding immediately prior to the effective time and shall have become vested on or prior to the effective time will be cancelled in exchange for the right to receive, as soon as practicable (and in any event no more than five business days) after the effective time of the merger, an amount equal to the product of (a) the excess of $0.232 over the exercise price payable per Share under such option, if any, in cash, without interest and net of any applicable withholding taxes multiplied by (b) the total number of Shares issuable under such option immediately prior to the effective time, (ii) each option to purchase Shares granted under the Company Share Plan that is issued and outstanding immediately prior to the effective time and shall not have become vested on or prior to the effective time will be cancelled in exchange for the right to receive a restricted cash award subject to the same vesting conditions and schedules applicable to such option, in an amount equal to the product of (a) the excess of $0.232 over the exercise price payable per Share under such option, if any, in cash, without interest and net of any applicable withholding taxes multiplied by (b) the total number of Shares issuable under such option immediately prior to the effective time, and (iii) each restricted share awarded under the Company Share Plan immediately prior to the effective time will be cancelled in exchange for the right to receive a restricted cash award subject to the same vesting conditions and schedules applicable to such restricted share, in an amount equal to the product of (a) $0.232 and (b) the total number of Shares underlying such restricted share, without interest and net of any applicable withholding taxes.

              Under the terms of the rollover and support agreement entered into by and among Parent and the Rollover Securityholders (the "Rollover and Support Agreement") concurrently with the consummation of the merger, (i) the Rollover Securities shall be cancelled for no consideration; (ii) the Rollover Securityholders shall subscribe for the number of newly issued ordinary shares of Parent as set forth in the Rollover and Support Agreement; and (iii) the Rollover Securityholders shall vote the Rollover Securities in favor of the merger, in each case, upon the terms and conditions set forth therein.

              The merger remains subject to the satisfaction or waiver of the conditions set forth in the merger agreement, including obtaining the requisite authorization and approval of the shareholders of the Company. In order for the merger to be completed, the merger agreement, the plan of merger and the merger must be authorized and approved by a special resolution of the Company passed by an affirmative vote of such shareholders representing two-thirds or more of the Shares (including Shares represented by ADSs) present and voting in person or by proxy as a single class at the extraordinary general meeting of the shareholders of the Company.

              The Company will make available to its shareholders a proxy statement (the "proxy statement," a preliminary copy of which is attached as Exhibit (a)-(1) to this Transaction Statement), relating to the extraordinary general meeting of shareholders of the Company, at which the shareholders of the Company will consider and vote upon, among other proposals, a proposal to authorize and approve the merger

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agreement, the plan of merger and the transactions contemplated by the merger agreement, including the merger. A copy of the merger agreement is attached to the proxy statement as Annex A and is incorporated herein by reference. As of the date hereof, the proxy statement is in preliminary form and is subject to completion.

              Pursuant to General Instruction F to Schedule 13E-3, the information contained in the proxy statement, including all annexes thereto, is incorporated in its entirety herein by this reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the proxy statement and the annexes thereto. Capitalized terms used but not defined in this Transaction Statement shall have the meanings given to them in the proxy statement.

              All information contained in this Transaction Statement concerning each Filing Person has been supplied by such Filing Person.

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Item 1  Summary Term Sheet

              The information set forth in the proxy statement under the following captions is incorporated herein by reference:

Item 2  Subject Company Information

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Item 3  Identity and Background of Filing Person

Item 4  Terms of the Transaction

5


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Item 5  Past Contracts, Transactions, Negotiations and Agreements

6


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Item 6  Purposes of the Transaction and Plans or Proposals

7


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Item 7  Purposes, Alternatives, Reasons and Effects

8


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9


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Item 8  Fairness of the Transaction

10


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Item 9  Reports, Opinions, Appraisals and Negotiations

              The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested holder of the Shares or his, her or its representative who has been so designated in writing.

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Item 10  Source and Amount of Funds or Other Consideration

Item 11  Interest in Securities of the Subject Company

12


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Item 12  The Solicitation or Recommendation

Item 13  Financial Statements

13


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Item 14  Persons/Assets, Retained, Employed, Compensated or Used

Item 15  Additional Information

Item 16  Exhibits

14


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15


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*
Previously filed on August 26, 2016.

**
Previously filed on September 30, 2016.

16


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SIGNATURES

              After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

              Date: October 28, 2016

    Trina Solar Limited

 

 

By:

 

    /s/ Sean Shao


 

 

 

 

Name: Sean Shao

 

 

 

 

Title: Member of the Special Committee

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    Fortune Solar Holdings Limited

 

 

By:

 

    /s/ Jifan Gao


 

 

 

 

Name: Jifan Gao

 

 

 

 

Title: Director

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    Red Viburnum Company Limited

 

 

By:

 

    /s/ Jifan Gao


 

 

 

 

Name: Jifan Gao

 

 

 

 

Title: Director

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    Jifan Gao

 

 

    /s/ Jifan Gao


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    Chunyan Wu

 

 

    /s/ Chunyan Wu


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    Wonder World Limited

 

 

By:

 

    /s/ Jifan Gao


 

 

 

 

Name: Jifan Gao

 

 

 

 

Title: Authorized Signatory

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    Jiangsu Panji Investment Co., Ltd.

 

 

By:

 

    /s/ Jifan Gao


 

 

 

 

Name: Jifan Gao

 

 

 

 

Title: Director

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    Shanghai Xingsheng Equity Investment & Management Co., Ltd.

 

 

[Company chop is affixed]

 

 

By:

 

    /s/ Xiaoqiang Zhuang


 

 

 

 

Name: Xiaoqiang Zhuang

 

 

 

 

Title: Executive Director

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    Shanghai Xingjing Investment
Management Co., Ltd.

 

 

[Company chop is affixed]

 

 

By:

 

    /s/ Bin Xie


 

 

 

 

Name: Bin Xie

 

 

 

 

Title: Executive Director

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    Great Zhongou Asset Management
(Shanghai) Co., Ltd.

 

 

[Company chop is affixed]

 

 

By:

 

    /s/ Bu Tang


 

 

 

 

Name: Bu Tang

 

 

 

 

Title: Chairman

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    Tibet Great Zhongou New Energy
Investment Co., Ltd.

 

 

[Company chop is affixed]

 

 

By:

 

    /s/ Ran Xu


 

 

 

 

Name: Ran Xu

 

 

 

 

Title: General Manager

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    Liuan Xinshi Asset Management Co., Ltd.

 

 

By:

 

    /s/ Zhizhong Cheng


 

 

 

 

Name: Zhizhong Cheng

 

 

 

 

Title: General Manager

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    Changzhou Ruitai Venture Investment
Management Co., Ltd.

 

 

[Company chop is affixed]

 

 

By:

 

    /s/ Li Zhu


 

 

 

 

Name: Li Zhu

 

 

 

 

Title: Executive Director

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    Li Zhu

 

 

 

 

    /s/ Li Zhu


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Exhibit Index


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*
Previously filed on August 26, 2016.

**
Previously filed on September 30, 2016.