Edgar Filing: GAO JIFAN - Form SC 13G/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

Trina Solar Limited

(Name of Issuer)

Ordinary Shares/American Depositary Shares

(Title of Class of Securities)

G90565 10 5 (Ordinary Shares)/ 89628E 10 4 (American Depositary Shares)

(CUSIP Number)

December 31, 2009

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

þ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		G90565 10 5/ 89628E 10 4


1	NAMES OF REPORTING PERSONS Jifan Gao


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	People’s Republic of China

		5	SOLE VOTING POWER

NUMBER OF			246,227,941 ordinary shares (including 2,672,775 ordinary shares held by Ms. Chunyan Wu, the spouse of Mr. Jifan Gao, and 185,233 ordinary shares that Ms. Chunyan Wu has the right to acquire upon exercise of options, which are expressly disclaimed by Mr. Jifan Gao)

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH:			246,227,941 ordinary shares (including 2,672,775 ordinary shares held by Ms. Chunyan Wu, the spouse of Mr. Jifan Gao, and 185,233 ordinary shares that Ms. Chunyan Wu has the right to acquire upon exercise of options, which are expressly disclaimed by Mr. Jifan Gao)

		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	246,227,941 ordinary shares (including 2,672,775 ordinary shares held by Ms. Chunyan Wu, the spouse of Mr. Jifan Gao, and 185,233 ordinary shares that Ms. Chunyan Wu had the right to acquire upon exercise of options, which are expressly disclaimed by Mr. Jifan Gao)

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	7.1%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

Page 2 of 7 Pages


CUSIP No.		G90565 10 5/ 89628E 10 4


1	NAMES OF REPORTING PERSONS Wonder World Limited


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

		5	SOLE VOTING POWER

NUMBER OF			242,587,083 ordinary shares

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			242,587,083 ordinary shares

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	242,587,083 ordinary shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	7.0%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

Page 3 of 7 Pages


CUSIP No.		G90565 10 5/ 89628E 10 4


ITEM 1(a).		NAME OF ISSUER:

Trina Solar Limited (“Trina Solar”)


ITEM 1(b).		ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

No. 2 Tian He Road, Electronics Park, New District, Changzhou, Jiangsu 213031, People’s Republic of China


ITEM 2(a).		NAME OF PERSON FILING:

Mr. Jifan Gao
Wonder World Limited


ITEM 2(b).		ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:

The address of Mr. Jifan Gao is c/o Trina Solar Limited, No. 2 Tian He Road, Electronics Park, New District, Changzhou, Jiangsu 213031, People’s Republic of China.

The business address of Wonder World Limited is c/o Merrill Lynch Bank and Trust Company (Cayman) Limited, PO Box 1164GT, 4^th Floor Harbour Centre, North Church Street, Grand Cayman KY1-1104, Cayman Islands.


ITEM 2(c)		CITIZENSHIP:

Mr. Jifan Gao is a citizen of the People’s Republic of China.

The place of organization of Wonder World Limited is the Cayman Islands.


ITEM 2(d).		TITLE OF CLASS OF SECURITIES:

Ordinary shares, par value $0.00001 per share
American Depositary Shares, each representing 50 ordinary shares


ITEM 2(e).		CUSIP NUMBER:

G90565 10 5 (ordinary shares)
89628E 10 4 (American Depositary Shares)


ITEM 3.		Not Applicable

Page 4 of 7 Pages


CUSIP No.		G90565 10 5/ 89628E 10 4


ITEM 4.		OWNERSHIP:

Sole

Shared

Sole

Shared

power to

Amount

vote or

vote or to

dispose or

dispose or to

beneficially

Percent

direct

to direct the

direct the

Reporting person

owned:

of class:

the vote:

disposition of:

Jifan Gao

246,227,941 ordinary shares*

7.1

246,227,941 ordinary shares*

Wonder World Limited

242,587,083 ordinary shares

7.0

242,587,083 ordinary shares


*		Includes (1) 639,600 ordinary shares that Mr. Jifan Gao has the right to acquire upon exercise of options; (2) 2,672,775 ordinary shares owned by Ms. Chunyan Wu which are expressly disclaimed by Mr. Jifan Gao; and (3) 185,233 ordinary shares that Ms. Chunyan Wu has the right to acquire upon exercise of options, which are expressly disclaimed by Mr. Jifan Gao.

As of December 31, 2009, Wonder World Limited was the record owner of 242,587,083 ordinary shares of Trina Solar. Wonder World Limited is wholly owned by The Gao Trust. The management committee of The Gao Trust consists of Mr. Jifan Gao. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act” ), Mr. Jifan Gao may be deemed to beneficially own all of the shares held by Wonder World Limited. The trustee of The Gao Trust is Merrill Lynch Bank and Trust Company (Cayman) Limited, and the trustee should not be deemed a beneficial owner of the shares in Trina Solar under Section 13(d) of the Exchange Act.

As of December 31, 2009, Mr. Jifan Gao held 143,250 ordinary shares from restricted shares that were vested and options to acquire 639,600 ordinary shares that were also vested.

As of December 31, 2009, Ms. Chunyan Wu, the spouse of Mr. Jifan Gao, held 2,672,775 ordinary shares from restricted shares that were vested and options to acquire 185,233 ordinary shares that were also vested. Jifan Gao disclaims the beneficial ownership of the shares of Trina Solar held by Ms. Chunyan Wu.


ITEM 5.		OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

Not applicable


ITEM 6.		OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

Not applicable


ITEM 7.		IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

Not applicable


ITEM 8.		IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

Not applicable

Page 5 of 7 Pages


CUSIP No.		G90565 10 5/ 89628E 10 4


ITEM 9.		NOTICE OF DISSOLUTION OF GROUP:

Not applicable


ITEM 10.		CERTIFICATION:

Not applicable

Page 6 of 7 Pages


CUSIP No.		G90565 10 5/ 89628E 10 4

SIGNATURE

After reasonable 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.

Dated: February 12, 2010



Jifan Gao	/s/ Jifan Gao
	Jifan Gao



Wonder World Limited	By:	/s/ Tommy Low and Mark Wong
		Name:	Tommy Low and Mark Wong
		Title:	Authorized Signatories for and on behalf of Fiduciary Services Limited as sole director of Wonder World Limited

Page 7 of 7 Pages

LIST OF EXHIBITS


Exhibit No.		Description

A		Joint Filing Agreement