As filed with the Securities and Exchange Commission on April 2, 2013

Registration No. 333-  

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Trina Solar Limited

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

No. 2 Tian He Road

Electronics Park, New District

Changzhou, Jiangsu 213031

People’s Republic of China

(Address of Principal Executive Offices and Zip Code)

 

 

Trina Solar Limited Share Incentive Plan

(Full Title of the Plan)

 

 

CT Corporation System

111 Eighth Avenue

New York, New York 10011

(Name and address of agent for service)

 

(212) 894-8940

(Telephone number, including area code, of agent for service)

 

 

Copies to:

 

David T. Zhang
Benjamin Su

Kirkland & Ellis

26th Floor, Gloucester Tower

The Landmark, 15 Queen’s Road Central

Hong Kong S.A.R., China

(852) 3761-3318

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

 

CALCULATION OF REGISTRATION FEE

 

Title of securities to be registered			Amount to be registered(1)		Proposed maximum offering price per share(2)			Proposed maximum aggregate offering price(2)			Amount of registration fee (2)
Ordinary shares, $0.00001 par value per share(3)(4)			150,000,000 shares		$	0.0727		$	10,905,000		$	1,488
(1)	This Registration Statement registers 150,000,000 ordinary shares, representing additional shares of our ordinary shares that became available for issuance under the Share Incentive Plan (the “Plan”) pursuant to an amendment to the Plan approved by our shareholders at the annual meeting of shareholders held on August 6, 2010. In accordance with Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional ordinary shares which become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of our ordinary shares.
(2)	The proposed maximum offering price per share and the proposed maximum aggregate offering price of 150,000,000 ordinary shares available for future grants have been estimated in accordance with Rule 457(c) and Rule 457(h) under the Securities Act, solely for the purpose of calculating the registration fee, based upon the average of the high and low prices of the Registrant’s ADSs on the New York Stock Exchange on March 28, 2013.
(3)	These ordinary shares may be represented by the Registrant’s ADSs, each of which represents 50 ordinary shares. The Registrant’s ADSs issuable upon deposit of the ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (333-139161), as amended.
(4)	Any ordinary shares covered by an award granted under the Plan (or portion of an award) which is forfeited, canceled or expired (whether voluntarily or involuntarily) shall be deemed not to have been issued for purposes of determining the maximum aggregate number of ordinary shares which may be issued under the Plan. Ordinary shares that actually have been issued under the Plan pursuant to an award shall not be returned to the Plan and shall not become available for future issuance under the Plan, except that if unvested ordinary shares are forfeited or repurchased by the Company at their original issue price, such ordinary shares shall become available for future grant under the Plan.

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 registers the offer and sale of an additional 150,000,000 ordinary shares of Trina Solar Limited for issuance under Trina Solar Limited Share Incentive Plan. In accordance with Instruction E to Form S-8, the contents of the prior Registration Statement (File Nos. 333-144445 and 333-157831) are hereby incorporated by reference.

 

Item 3.         Incorporation of Documents by Reference.

 

The following documents filed by Trina Solar Limited (the “Registrant”) with the Commission are incorporated by reference herein:

 

(a)                                 The Registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2012, filed with the Securities and Exchange Commission (the “Commission”) on April 2, 2013;

 

(b)                                 The Registrant’s Reports of Foreign Private Issuer on Form 6-K filed with the Commission on February 27, 2013; and

 

(c)                                  The description of ordinary shares contained in the Registrant’s registration statement on Form 8-A (File No. 001-33195) filed with the Commission on December 7, 2006, including any amendment and report subsequently filed for the purpose of updating that description.

 

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), subsequent to the effective date of this Registration Statement, prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.

 

Item 8.         Exhibits.

 

See Exhibit Index.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Changzhou, Jiangsu Province, People’s Republic of China, on April 2, 2013.

 

	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 person whose signature appears below constitutes and appoints, severally and not jointly, Jifan Gao and Terry Wang, with full power to act alone, as his or her true and lawful attorney-in-fact, with the power of substitution, for and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Jifan Gao		Chairman and Chief Executive Officer		April 2, 2013
Name: Jifan Gao		(principal executive officer)
/s/ Terry Wang		Chief Financial Officer		April 2, 2013
Name: Terry Wang		(principal financial and accounting officer)
/s/ Liping Qiu		Independent Director		April 2, 2013
Name: Liping Qiu
/s/ Jerome Corcoran		Independent Director		April 2, 2013
Name: Jerome Corcoran
/s/ Qian Zhao		Independent Director		April 2, 2013
Name: Qian Zhao
/s/ Yeung Kwok On		Independent Director		April 2, 2013
Name: Yeung Kwok On
/s/ Henry Wai Kwan Chow		Independent Director		April 2, 2013
Name: Henry Wai Kwan Chow
/s/ Donald J. Puglisi		Authorized U.S. Representative		April 2, 2013
Name: Donald J. Puglisi
Title: Managing Director, Puglisi & Associates

 

[Signature Page to Form S-8]

 

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TRINA SOLAR LIMITED

 

EXHIBIT INDEX

 

Exhibit Number		Description
4.1		Amended and Restated Deposit Agreement among the Registrant, the Depositary and Owners and Beneficial Owners of the American Depositary Shares dated as of November 21, 2008 (incorporated by reference to Exhibit 1 to the Registrant’s Post-effective Amendment to Registration Statement on Form F-6 (File No. 333-139161) filed with the Securities and Exchange Commission on November 21, 2008)
5.1*		Opinion of Conyers Dill & Pearman (Cayman) Limited
10.1		Amended and Restated Share Incentive Plan (incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 2, 2013)
23.1*		Consent of Deloitte Touche Tohmatsu Certified Public Accountants LLP, Independent Registered Public Accounting Firm
23.2*		Consent of KPMG, Independent Registered Public Accounting Firm
23.2*		Consent of Conyers Dill & Pearman (Cayman) Limited (included in Exhibit 5.1)
24.1*		Power of Attorney (included on signature page hereto)

 

*                                         Filed herewith.

 

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