Standard Contracts
AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of December 18, 2006 As Amended and Restated as of _______________, 2008Deposit Agreement • November 21st, 2008 • Trina Solar LTD • Semiconductors & related devices • New York
TRINA SOLAR LIMITED AND Wilmington Trust, National Association as Trustee INDENTURE Dated as of October 6, 2014 4.0% Convertible Senior Notes due 2019Indenture • April 24th, 2015 • Trina Solar LTD • Semiconductors & related devices • New York
INDENTURE dated as of October 6, 2014 between Trina Solar Limited, a Cayman Islands exempted company, as issuer (the “Company”, as more fully set forth in Section 1.01) and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 15th, 2007 • Trina Solar LTD • Semiconductors & related devices • New York
This Indemnification Agreement (the “Agreement”) is entered into as of [ ], 2006 by and between Trina Solar Limited, a Cayman Islands company (the “Company”), and the undersigned, a director and/or officer of the Company (the “Indemnitee”).
TRINA SOLAR LIMITED (an exempted company limited by shares under the laws of the Cayman Islands) 5,406,280 American Depositary Shares each representing 100 Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • May 29th, 2007 • Trina Solar LTD • Semiconductors & related devices • New York
7,900,000 American Depositary Shares Each representing 50 Ordinary Shares TRINA SOLAR LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • March 19th, 2010 • Trina Solar LTD • Semiconductors & related devices • New York
AMENDED AND RESTATED SERIES A PREFERRED SHARE PURCHASE AGREEMENTSeries a Preferred Share Purchase Agreement • May 15th, 2007 • Trina Solar LTD • Semiconductors & related devices • Hong Kong
THIS AMENDED AND RESTATED SERIES A PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 19, 2006 by and among:
Guarantee Contract of Maximum AmountGuarantee Contract • May 15th, 2007 • Trina Solar LTD • Semiconductors & related devices
WHEREAS, Changzhou Trina Solar Energy Co., Ltd. (hereinafter referred to as “the Debtor”) and the Creditor have entered into a series of loan contracts (hereinafter referred to as “the Main Contracts”) within the period and under the maximum amount as stipulated in Article I herein, the Guarantor undertakes to provide the Debtor with its guarantee over the indebtedness formed under the Main Contracts with the Creditor. Pursuant to the relevant laws and regulations of the People’s Republic of China, the parties concerned have hereby entered into this Contract after negotiation.
Guarantee Contract (Guarantor as Legal Person or Other Entity) Bank of CommunicationsGuarantee Contract • May 15th, 2007 • Trina Solar LTD • Semiconductors & related devices
This Contract is entered into between the Guarantor and the Creditor after negotiation to clarify their respective rights and obligations.
Credit Line AgreementCredit Line Agreement • June 26th, 2008 • Trina Solar LTD • Semiconductors & related devices
To develop a friendly and mutually beneficial cooperative relationship, Party A and Party B have reached the following agreement through consultation on the principles of voluntariness, equality, mutual benefit and good faith.
Up to 10,333,785 American Depositary Shares Each representing 50 Ordinary Shares TRINA SOLAR LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • October 1st, 2014 • Trina Solar LTD • Semiconductors & related devices • New York
EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2007 • Trina Solar LTD • Semiconductors & related devices
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of [ ], 2006 by and between Trina Solar Limited, a corporation incorporated under the laws of the Cayman Islands (the “Company”), and [ ], a [ ] citizen with ID(Passport) number [ ] (the “Employee”).
Counter-Guarantee Agreement (Maximum Amount Guarantee) No.Counter-Guarantee Agreement • May 15th, 2007 • Trina Solar LTD • Semiconductors & related devices
WHEREAS the guarantor is scheduled to sign a Guarantee Contract (the “Guarantee Contract”) with the New North District Sub-Branch, Changzhou Branch, Agricultural Bank of China (the “Principal Creditor”) for the Loan Contract executed from to between Changzhou Trina Solar Energy Co., Ltd. and the Principal Creditor, pursuant to which the Guarantor undertakes to provide a guarantee for Changzhou Trina Solar Energy Co., Ltd. (the “Borrower”) on the loan under the Loan Contract which the Borrower is scheduled to sign with the Principal Creditor.
Loan Contract Agricultural Bank of ChinaLoan Contract • May 15th, 2007 • Trina Solar LTD • Semiconductors & related devices
Pursuant to the relevant laws and regulations of People’s Republic of China, both parties agree to enter into this Contract after negotiation.
Guarantee Contract Agricultural Bank of ChinaGuarantee Contract • May 15th, 2007 • Trina Solar LTD • Semiconductors & related devices
WHEREAS, in order to ensure the proper and truthful execution of the Loan Contract (No. ) (hereinafter referred to as ‘the Main Contract’) signed by and between Changzhou Trina Solar Energy Co., Ltd. (hereinafter referred to as ‘the Debtor’) and the Creditor, the Guarantor agrees to provide the Debtor with its guarantee over the indebtedness formed under the Main Contract. Pursuant to the relevant laws and regulations of People’s Republic of China, the parties concerned have entered into this Contract after an agreement after negotiation.
SUPPLEMENTARY AGREEMENT (20) TO POLYSILICON SUPPLY CONTRACTSupplementary Agreement • April 2nd, 2013 • Trina Solar LTD • Semiconductors & related devices
Whereas, Party A and Party B signed a Polysilicon Supply Contract regarding the purchase of silicon and reached a number of supplementary agreements thereafter (see Appendix I for details, the foregoing contract and agreements hereinafter collectively referred to as the “Original Contract”), and both parties wish to seek further and full-spectrum cooperation in terms of joint development of solar energy business. Both parties hereby enter into the following supplementary agreement (this “Agreement”) regarding such matters as the prices, quantities, offset of advance payment, etc. of the silicon to be purchased for mutual compliance:
TRINA SOLAR LIMITED (an exempted company limited by shares under the laws of the Cayman Islands) 5,300,000 American Depositary Shares each representing 100 Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • December 13th, 2006 • Trina Solar LTD • Semiconductors & related devices • New York
SUPPLEMENTARY AGREEMENT NO. 10 TO POLYSILICON SUPPLY AGREEMENTPolysilicon Supply Agreement • March 29th, 2012 • Trina Solar LTD • Semiconductors & related devices
Changzhou Trina Solar Energy Co., Ltd. and Changzhou GCL Photovoltaic Technology Co., Ltd. have made the following supplements to the Original Agreements and the Supplementary Agreements after they fully negotiated on the basis of the principles of equality and willingness:
Polysilicon Supply Agreement between Jiangsu Zhongneng Polysilicon Technology Development Co., Ltd. AND Changzhou Trina Solar Energy Co., Ltd. Seller Agreement No.: ssc000119 Buyer Agreement No.: tcz—a1130—0803—cgc—120—0 March 29, 2008Polysilicon Supply Agreement • June 26th, 2008 • Trina Solar LTD • Semiconductors & related devices
THIS POLYSILICON SUPPLY AGREEMENT (hereinafter referred to as “this Agreement”) is made and entered into by the parties below as of March 29, 2008.
Maximum Amount Guarantee ContractMaximum Amount Guarantee Contract • June 26th, 2008 • Trina Solar LTD • Semiconductors & related devices
To secure the performance of the debt under the Principal Contract specified in Article 1 hereof, the Guarantor is willing to provide a guarantee to the Creditor. The parties have entered into this Contract through consultation as equal parties. Unless otherwise agreed herein, the words and phrases used herein shall be interpreted according to the Principal Contract.
File N. 333- 139161 Exhibit A to Deposit Agreement No. ___________________________________ AMERICAN DEPOSITARY SHARES (Each American Depositary Share represents One Hundred (100) deposited Shares) THE BANK OF NEW YORK AMERICAN DEPOSITARY RECEIPT FOR...Deposit Agreement • March 10th, 2010 • Trina Solar LTD • Semiconductors & related devices
AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholder Agreement • May 15th, 2007 • Trina Solar LTD • Semiconductors & related devices • Hong Kong
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
CONTRACTSales Contract • June 26th, 2008 • Trina Solar LTD • Semiconductors & related devices • Shanghai
This Contract is made by and between the Buyer and the Seller, whereby the Buyer agree to buy and the Seller agree to sell the below mentioned equipment according to the terms and conditions stipulated below (hereinafter referred to as equipment).
and Trina Solar Energy Holding Limited Co. Share Transfer Agreement Relating to Changzhou Trina Solar Energy Company LimitedShare Transfer Agreement • December 6th, 2006 • Trina Solar LTD
SUPPLEMENTARY AGREEMENT II TO POLYSILICON SUPPLY CONTRACTPolysilicon Supply Contract • March 17th, 2010 • Trina Solar LTD • Semiconductors & related devices
Whereas, Party A and Party B signed a Polysilicon Supply Contract (Party A’s Contract No.: SSC000119) on March 29, 2008 and signed a Supplementary Agreement I to the Polysilicon Supply Contract (Party A’s Contract No.: SSC000119, “Supplementary Agreement I”) on August 19, 2008, and also signed the memoranda of understanding on December 8, 2008, January 21, 2009 and April 1, 2009 respectively (the foregoing Agreements and memoranda of understanding hereinafter collectively referred to as “Original Contract”). Both Parties, based on the effectiveness of the Original Contract without being amended herein, hereby enter into the following amendments regarding the price, quantity and advance payment stipulated in the Original Contract, through equal and voluntary negotiation:
SUPPLEMENTARY AGREEMENT (19) TO POLYSILICON SUPPLY CONTRACTSupplementary Agreement • April 2nd, 2013 • Trina Solar LTD • Semiconductors & related devices
Whereas, the Seller and the Buyer signed a Polysilicon Supply Contract regarding the purchase of silicon and silicon wafers and reached a number of supplementary agreements thereafter (see Appendix I for details, the foregoing contract and agreements hereinafter collectively referred to as the “Original Contract”), and the parties wish to seek further and full-spectrum cooperation in terms of joint development of solar energy business. The parties hereby enter into the following supplementary agreement (this “Agreement”) regarding such matters as the prices, quantities, offset of advance payment, etc. of the silicon wafers to be purchased for mutual compliance:
SUPPLEMENTARY AGREEMENT (24) TO POLYSILICON SUPPLY CONTRACTSupplementary Agreement • April 24th, 2015 • Trina Solar LTD • Semiconductors & related devices
Whereas, the Seller and the Buyer signed a Polysilicon Supply Contract regarding the purchase of silicon and silicon wafers and reached a number of supplementary agreements thereafter (see Appendix I for details, the foregoing contract and agreements hereinafter collectively referred to as the “Original Contract”), and the parties wish to seek further and full-spectrum cooperation in terms of joint development of solar energy business. The parties hereby enter into the following supplementary agreement (this “Agreement”) regarding such matters as the prices, quantities, offset of advance payment, etc. of the silicon wafers to be purchased for mutual compliance:
EXHIBIT A: Joint Filing AgreementJoint Filing Agreement • February 12th, 2010 • Trina Solar LTD • Semiconductors & related devices
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with the other Reporting Person (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value $0.00001 per share, and American Depositary Shares, each representing 50 ordinary shares, of Trina Solar Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Changzhou Trina Solar Energy Co., Ltd. (as the Borrower) and Agricultural Bank of China Co., Ltd., Jiangsu Branch (as the Leading Bank) Bank of China Limited, Jiangsu Branch (as the Co-leading Bank) The Export and Import Bank of China, Nanjing Branch...Syndicated Loan Agreement • March 17th, 2010 • Trina Solar LTD • Semiconductors & related devices
This Syndicated Loan Agreement (Reference: Changzhou Trina Solar Energy Co., Ltd. Syndicated Loan No. 200901) is entered into by and among the following parties in Xinbei District, Changzhou City on September 28, 2009:
CONTRACT NO.: TCZ-A11064-0708-CGC-034-0 DATE: August 8, 2007 The Buyer: Changzhou Trina Solar Energy Co. Ltd. Address: No. 2 Xin Yuan 1 Rd, Electronics Park, New District, Changzhou, Jiangsu, P.R.China 213031 Tel: 0086-519-5482008 Fax:...Sales Contract • June 26th, 2008 • Trina Solar LTD • Semiconductors & related devices
This Contract is made by and between the Buyer and the Seller, whereby the Buyer agree to buy and the Seller agree to sell the below mentioned equipment according to the terms and conditions stipulated below (hereinafter referred to as equipment).
Supply Contract and Distribution-Agreement betweenSupply Contract and Distribution Agreement • June 26th, 2008 • Trina Solar LTD • Semiconductors & related devices
Changzhou Trina Solar Energy Co., Ltd No. 2 Xin Yuan Yi Road, Electronics Park, New District, Changzhou, Jiangsu, Zipcode 213031, China organized and existing under the laws of China, represented by Jifan Gao, CEO or by Arturo Herrero, Director, Sales & Marketing, each of them with sole power of representation,
Changzhou Trina Solar Energy Co., Ltd. Syndicated Maximum Amount Property Mortgage Contract 2009/09Maximum Amount Property Mortgage Contract • March 17th, 2010 • Trina Solar LTD • Semiconductors & related devices • Macau
The Maximum Amount Property Mortgage Contract herein (No.: Changzhou Trina Solar Energy Co., Ltd. Syndicated Loan Mortgage No. 001) is signed by the following parties at Xinbei District of Changzhou City on September 28, 2009.
EXHIBIT A: Joint Filing AgreementJoint Filing Agreement • February 10th, 2009 • Trina Solar LTD • Semiconductors & related devices
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with the other Reporting Person (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value $0.00001 per share, and American Depositary Shares, each representing 100 ordinary shares, of Trina Solar Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Guarantee Contract (Guarantor as Legal Person or Other Entity) Bank of CommunicationsGuarantee Contract • May 15th, 2007 • Trina Solar LTD • Semiconductors & related devices
This Contract is entered into between the Guarantor and the Creditor after negotiation to clarify their respective rights and obligations.
SUPPLEMENTARY AGREEMENT (22) TO POLYSILICON SUPPLY CONTRACTSupplementary Agreement to Polysilicon Supply Contract • April 2nd, 2014 • Trina Solar LTD • Semiconductors & related devices
Whereas, Party A and Party B signed a Polysilicon Supply Contract regarding the purchase of silicon and reached a number of supplementary agreements thereafter (see Appendix I for details, the foregoing contract and agreements hereinafter collectively referred to as the “Original Contract”), and both parties wish to seek further and full-spectrum cooperation in terms of joint development of solar energy business. Both parties hereby enter into the following supplementary agreement (this “Agreement”) regarding such matters as the prices, quantities, offset of advance payment, etc. of the silicon to be purchased for mutual compliance:
SUPPLEMENTARY AGREEMENT (17) TO POLYSILICON SUPPLY CONTRACTSupplementary Agreement • April 2nd, 2013 • Trina Solar LTD • Semiconductors & related devices
Whereas, Party A and Party B signed the Supplementary Agreement (15) to Polysilicon Supply Contract (Contract No.: TCZ-A1130-0803-CGC-120-2012-3, hereinafter referred to as the “Original Contract 1”) on March 22, 2012 in connection with the supply of silicon wafers in 2012; Party A and Party B, Party C, Party D, Party E, Party F signed the Supplementary Agreement (14) to Polysilicon Supply Contract (Contract No.: TCZ-A1108-0808-CGC-120-24, hereinafter referred to as the “Original Contract 2”) on July 4, 2012; and Party A and Party B, Party C, Party D, Party E, Party F have performed their obligations and exercised their rights in connection with the sales and purchase of silicon wafers under such Supplementary Agreements.
