CUSIP No. |
G90565 10 5 |
Page | 2 |
of | 16 |
1 | NAMES OF REPORTING PERSONS Good Energies II LP, acting by its general partner, Good Energies General Partner Jersey Limited |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Jersey, Channel Islands | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 136,452,242 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
136,452,242 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
136,452,242 | |||||
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) | ||||
5.4%* | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
CUSIP No. |
G90565 10 5 |
Page | 3 |
of | 16 |
1 | NAMES OF REPORTING PERSONS COFRA Jersey Limited |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Jersey, Channel Islands | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 136,452,242 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
136,452,242 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
136,452,242 | |||||
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) | ||||
5.4% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CUSIP No. |
G90565 10 5 |
Page | 4 |
of | 16 |
1 | NAMES OF REPORTING PERSONS COFRA Holding AG |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Switzerland | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 136,452,242 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
136,452,242 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
136,452,242 | |||||
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) | ||||
5.4%* | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CUSIP No. |
G90565 10 5 |
Page | 5 |
of | 16 |
1 | NAMES OF REPORTING PERSONS Good Energies (UK) LLP, acting by its managing member, Good Energies Investments Limited |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United Kingdom | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 136,452,242 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
136,452,242 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
136,452,242 | |||||
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) | ||||
5.4%* | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
CUSIP No. |
G90565 10 5 |
Page | 6 |
of | 16 |
1 | NAMES OF REPORTING PERSONS Good Energies AG |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Switzerland | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 136,452,242 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
136,452,242 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
136,452,242 | |||||
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) | ||||
5.4%* | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO |
CUSIP No. |
G90565 10 5 |
Page | 7 |
of | 16 |
1 | NAMES OF REPORTING PERSONS FIDARC SARL |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Luxembourg | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 136,452,242 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
136,452,242 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
136,452,242 | |||||
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) | ||||
5.4%* | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO |
CUSIP No. |
G90565 10 5 |
Page | 8 |
of | 16 |
1 | NAMES OF REPORTING PERSONS Good Energies Inc |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 136,452,242 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
136,452,242 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
136,452,242 | |||||
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) | ||||
5.4% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO |
CUSIP No. |
G90565 10 5 |
Page | 9 |
of | 16 |
1 | NAMES OF REPORTING PERSONS Good Energies Holdings Limited |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Jersey, Channel Islands | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 136,452,242 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
136,452,242 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
136,452,242 | |||||
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) | ||||
5.4%* | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO |
CUSIP No. |
G90565 10 5 |
Page | 10 |
of | 16 |
1 | NAMES OF REPORTING PERSONS The Banbury Settlement, acting through Fircroft Limited, as trustee |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Channel Islands | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 136,452,242 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
136,452,242 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
136,452,242 | |||||
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) | ||||
5.4%* | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO |
CUSIP No. G90565 10 5 | SCHEDULE 13G | Page 11 of 16 Pages |
(a) | Name of Issuer: | ||
The name of the issuer is Trina Solar Limited. | |||
(b) | Address of Issuers Principal Executive Offices: | ||
The Companys principal executive offices are located at No.2 Xin Yuan Yi Road, Electronics Park, New District, Changzhou, Jiangsu 213031, Peoples Republic of China. |
(a) | Name of Person Filing: | ||
This statement is filed by: |
(i) | Good Energies II LP, acting by its general partner, Good Energies General Partner Jersey Limited | ||
(ii) | COFRA Jersey Limited | ||
(iii) | COFRA Holding AG | ||
(iv) | Good Energies (UK) LLP, acting through its managing member, Good Energies Investments Limited | ||
(v) | Good Energies AG | ||
(vi) | FIDARC SARL | ||
(vii) | Good Energies Inc | ||
(viii) | Good Energies Holdings Limited | ||
(ix) | The Banbury Settlement, acting through Fircroft Limited, as trustee (collectively, the Reporting Persons) |
(b) | Address of Principal Business Office or, if none, Residence: | ||
The address of the principal business office of Good Energies II LP is at 3rd Floor, Britannic House, 9 Hope Street, St Helier, Jersey JE2 3NS, the Channel Islands. | |||
The address of the principal business office of Good Energies General Partner Jersey Limited is at 3rd Floor, Britannic House, 9 Hope Street, St Helier, Jersey JE2 3NS, the Channel Islands. | |||
The address of the principal business office of COFRA Jersey Limited is at 3rd Floor, Britannic House, 9 Hope Street, St Helier, Jersey JE2 3NS, the Channel Islands. | |||
The address of the principal business office of COFRA Holding AG is at Grafenauweg 10, Zug CH-6301, Switzerland. |
12
CUSIP No. G90565105 | SCHEDULE 13G | Page 12 of 16 Pages |
The address of the principal business office of Good Energies (UK) LLP is at Fifth Floor 29 Farm Street, London, W1J 5RL, England. | |||
The address of the principal business office of Good Energies Investments Limited is at Fifth Floor 29 Farm Street, London, W1J 5RL, England. | |||
The address of the principal business office of Good Energies AG is at Grafenauweg 4, CH-6301, Zug, Switzerland. | |||
The address of the principal business office of FIDARC SARL is at 48 Rue de Bragance, Luxembourg, Grand Duchy of Luxenbourg. | |||
The address of the principal business office of Good Energies Inc is at 277 Park Avenue, 29th Floor, New York, NY 10172, USA. | |||
The address of the principal business of the office of Good Energies Holdings Limited is Rathbone House 15 Esplanade, St Helier, Jersey JE1 1RB, the Channel Islands. | |||
The address of the principal business of the office of Fircroft is Rathbone House 15 Esplanade, St Helier, Jersey JE1 1RB, the Channel Islands. | |||
(c) | Citizenship: | ||
Good Energies II LP is a limited partnership organized under the laws of Jersey, the Channel Islands. | |||
Good Energies General Partner Jersey Limited is a company incorporated in Jersey, the Channel Islands. | |||
COFRA Jersey Limited is a limited partnership incorporated in Jersey, the Channel Islands. | |||
COFRA Holding AG is a company incorporated in Jersey, the Channel Islands. | |||
Good Energies (UK) LLP is a limited liability partnership organized under the laws of the United Kingdom. | |||
Good Energies Investments Limited is a company incorporated in the United Kingdom. | |||
Good Energies AG is a company incorporated in Switzerland. | |||
FIDARC SARL is a company incorporated in Luxembourg. | |||
Good Energies Inc is a company incorporated in Delaware. | |||
Good Energies Holdings Limited is a company incorporated in Jersey, the Channel Islands. | |||
Fircroft Limited is a company incorporated in Jersey, the Channel Islands. | |||
(d) | Title of Class of Securities: | ||
Ordinary Shares. |
13
CUSIP No. G90565105 | SCHEDULE 13G | Page 13 of 16 Pages |
Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |||||
(a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||||
(b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||||
(c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||||
(d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||||
(e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||||
(f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||||
(g) | o | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | ||||
(h) | o | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||
(i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||||
(j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
14
CUSIP No. G90565105 | SCHEDULE 13G | Page 14 of 16 Pages |
Item 5. | Ownership of Five Percent or Less of a Class |
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Item 8. | Identification and Classification of Members of the Group. |
Item 9. | Notice of Dissolution of Group. |
Item 10. | Certification. |
15
CUSIP No. G90565 10 5 | SCHEDULE 13G | Page 15 of 16 Pages |
GOOD ENERGIES II LP acting by its General Partner GOOD ENERGIES GENERAL PARTNER JERSEY LIMITED | ||||||||||||
by: | /s/ Fintan Kennedy | by: | /s/ John Hammill | |||||||||
Name: Fintan Kennedy | Name: John Hammill | |||||||||||
Title: Director | Title: Director | |||||||||||
COFRA JERSEY LIMITED | ||||||||||||
by: | /s/ Fintan Kennedy | by: | /s/ John Hammill | |||||||||
Name: Fintan Kennedy | Name: John Hammill | |||||||||||
Title: Director | Title: Director | |||||||||||
COFRA HOLDING AG | ||||||||||||
by: | /s/ H.A.S. Vellani | by: | /s/ S. Affentranger | |||||||||
Name: H.A.S. Vellani | Name: S. Affentranger | |||||||||||
Title: Director | Title: Authorized Signatory | |||||||||||
GOOD ENERGIES (UK) LLP, acting by its managing member, GOOD ENERGIES INVESTMENTS LIMITED | ||||||||||||
by: | /s/ Wayne Woo | by: | /s/ Farida Ahkim | |||||||||
Name: Wayne Woo | Name: Farida Ahkim | |||||||||||
Title: Director | Title: Secretary | |||||||||||
GOOD ENERGIES AG | ||||||||||||
by: | /s/ A. Rohde | by: | /s/ Marcus Strohmeier | |||||||||
Name: A. Rohde | Name: Marcus Strohmeier | |||||||||||
Title: Corporate Secretary | Title: Legal Counsel |
16
CUSIP No. G90565105 | SCHEDULE 13G | Page 16 of 16 Pages |
FIDARC SARL | ||||||||||||
by: | /s/ Michel de Groote | by: | /s/ Raf Bogaerts | |||||||||
Name: Michel de Groote | Name: Raf Bogaerts | |||||||||||
Title: Manager | Title: Manager | |||||||||||
GOOD ENERGIES INC. | ||||||||||||
by: | /s/ Richard L. Kauffman | by: | /s/ John Rhodes | |||||||||
Name: Richard L. Kauffman | Name: John Rhodes | |||||||||||
Title: Director | Title: Director | |||||||||||
GOOD ENERGIES HOLDINGS LIMITED | ||||||||||||
by: | /s/ Roland Beunis | |||||||||||
Name: Roland Beunis | ||||||||||||
Title: Director | ||||||||||||
THE BANBURY SETTLEMENT, acting through FIRCROFT LIMITED, as trustee | ||||||||||||
by: | /s/ Louise Adams | |||||||||||
Name: Louise Adams | ||||||||||||
Title: Director |
Exhibit | Description | |
99.1
|
Response to Item 8 | |
99.2
|
Joint Filing Agreement |
17