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Trina Solar Ltd – ‘20-F’ for 12/31/12 – ‘EX-4.14’

On: Tuesday, 4/2/13, at 5:04pm ET · For: 12/31/12 · Accession #: 1104659-13-26502 · File #: 1-33195

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/02/13  Trina Solar Ltd                   20-F       12/31/12  102:17M                                    Toppan Merrill/FA

Annual Report by a Foreign Non-Canadian Issuer — Form 20-F — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual Report by a Foreign Non-Canadian Issuer      HTML   2.24M 
 2: EX-4.1      Instrument Defining the Rights of Security Holders  HTML    108K 
 3: EX-4.13     Instrument Defining the Rights of Security Holders  HTML     63K 
 4: EX-4.14     Instrument Defining the Rights of Security Holders  HTML    165K 
 5: EX-4.15     Instrument Defining the Rights of Security Holders  HTML    154K 
 6: EX-4.16     Instrument Defining the Rights of Security Holders  HTML     27K 
 7: EX-8.1      Opinion of Counsel re: Tax Matters                  HTML     59K 
10: EX-13.1     Annual or Quarterly Report to Security Holders      HTML     27K 
11: EX-13.2     Annual or Quarterly Report to Security Holders      HTML     27K 
 8: EX-12.1     Statement re: Computation of Ratios                 HTML     32K 
 9: EX-12.2     Statement re: Computation of Ratios                 HTML     32K 
12: EX-15.1     Letter re: Unaudited Interim Financial Information  HTML     26K 
13: EX-15.2     Letter re: Unaudited Interim Financial Information  HTML     26K 
72: R1          Document and Entity Information                     HTML     51K 
58: R2          Consolidated Balance Sheets                         HTML    167K 
70: R3          Consolidated Balance Sheets (Parenthetical)         HTML     41K 
75: R4          Consolidated Statements of Operations               HTML    108K 
94: R5          Consolidated Statements of Comprehensive Income     HTML     53K 
61: R6          Consolidated Statements of Changes in Equity        HTML     99K 
69: R7          Consolidated Statements of Cash Flows               HTML    209K 
53: R8          Principal Activities and Organization               HTML     30K 
43: R9          Summary of Principal Accounting Policies            HTML    224K 
95: R10         Allowance for Doubtful Accounts Receivables and     HTML     49K 
                Provision for Losses of Advances to Suppliers                    
77: R11         Inventories                                         HTML     42K 
76: R12         Property, Plant and Equipment, Net                  HTML     55K 
82: R13         Prepaid Land Use Rights                             HTML     29K 
83: R14         Accrued Expenses and Current Liabilities            HTML     42K 
80: R15         Derivative Financial Instruments                    HTML     79K 
84: R16         Fair Value Measurement                              HTML    150K 
71: R17         Bank Borrowings                                     HTML     85K 
73: R18         Convertible Senior Notes                            HTML     40K 
79: R19         Accrued Warranty Costs                              HTML     43K 
102: R20         Share-Based Compensation                            HTML    115K  
90: R21         Income Taxes                                        HTML    155K 
65: R22         Distribution of Profit                              HTML     31K 
78: R23         Related Party Transactions and Balances             HTML     35K 
67: R24         Commitments and Contingencies                       HTML     82K 
34: R25         Segment Information                                 HTML     67K 
91: R26         Major Customers and Suppliers                       HTML     43K 
98: R27         Additional Information - Financial Statement        HTML    199K 
                Schedule I                                                       
48: R28         Summary of Principal Accounting Policies            HTML    353K 
                (Policies)                                                       
47: R29         Summary of Principal Accounting Policies (Tables)   HTML    155K 
51: R30         Allowance for Doubtful Accounts Receivables and     HTML     43K 
                Provision for Losses of Advances to Suppliers                    
                (Tables)                                                         
52: R31         Inventories (Tables)                                HTML     39K 
54: R32         Property, Plant and Equipment, Net (Tables)         HTML     47K 
27: R33         Accrued Expenses and Current Liabilities (Tables)   HTML     42K 
88: R34         Derivative Financial Instruments (Tables)           HTML     64K 
63: R35         Fair Value Measurement (Tables)                     HTML    120K 
66: R36         Bank Borrowings (Tables)                            HTML     66K 
38: R37         Accrued Warranty Costs (Tables)                     HTML     42K 
101: R38         Share-Based Compensation (Tables)                   HTML    100K  
20: R39         Income Taxes (Tables)                               HTML    143K 
55: R40         Commitments and Contingencies (Tables)              HTML     66K 
93: R41         Segment Information (Tables)                        HTML     56K 
36: R42         Major Customers and Suppliers (Tables)              HTML     38K 
46: R43         Summary of Principal Accounting Policies (Details)  HTML     70K 
50: R44         Summary of Principal Accounting Policies (Details   HTML     75K 
                2)                                                               
60: R45         Summary of Principal Accounting Policies (Details   HTML    107K 
                3)                                                               
26: R46         Summary of Principal Accounting Policies (Details   HTML     38K 
                4)                                                               
42: R47         Allowance for Doubtful Accounts Receivables and     HTML     36K 
                Provision for Losses of Advances to Suppliers                    
                (Details)                                                        
22: R48         Inventories (Details)                               HTML     44K 
92: R49         Property, Plant and Equipment, Net (Details)        HTML     53K 
35: R50         Prepaid Land Use Rights (Details)                   HTML     32K 
89: R51         Accrued Expenses and Current Liabilities (Details)  HTML     48K 
39: R52         Derivative Financial Instruments (Details)          HTML     39K 
56: R53         Derivative Financial Instruments (Details 2)        HTML     31K 
21: R54         Fair Value Measurement (Details)                    HTML     38K 
24: R55         Fair Value Measurement (Details 2)                  HTML     42K 
49: R56         Bank Borrowings (Details)                           HTML     39K 
30: R57         Bank Borrowings (Details 2)                         HTML     44K 
96: R58         Bank Borrowings (Details 3)                         HTML    100K 
62: R59         Bank Borrowings (Details 4)                         HTML     38K 
81: R60         Convertible Senior Notes (Details)                  HTML     93K 
41: R61         Accrued Warranty Costs (Details)                    HTML     35K 
44: R62         Share-Based Compensation (Details)                  HTML    157K 
87: R63         Income Taxes (Details)                              HTML     60K 
85: R64         Income Taxes (Details 2)                            HTML     99K 
64: R65         Income Taxes (Details 3)                            HTML     60K 
86: R66         Income Taxes (Details 4)                            HTML     73K 
40: R67         Income Taxes (Details 5)                            HTML     49K 
68: R68         Distribution of Profit (Details)                    HTML     37K 
97: R69         Related Party Transactions and Balances (Details)   HTML     56K 
23: R70         Commitments and Contingencies (Details)             HTML     73K 
33: R71         Commitments and Contingencies (Details 2)           HTML     46K 
57: R72         Commitments and Contingencies (Details 3)           HTML     39K 
29: R73         Segment Information (Details)                       HTML     38K 
100: R74         Major Customers and Suppliers (Details)             HTML     32K  
37: R75         Additional Information - Financial Statement        HTML     36K 
                Schedule I (Details)                                             
31: R76         Additional Information - Financial Statement        HTML     99K 
                Schedule I (Details 2)                                           
32: R77         Additional Information - Financial Statement        HTML     40K 
                Schedule I (Details 3)                                           
25: R78         Additional Information - Financial Statement        HTML     75K 
                Schedule I (Details 4)                                           
28: R79         Additional Information - Financial Statement        HTML     45K 
                Schedule I (Details 5)                                           
74: R80         Additional Information - Financial Statement        HTML    114K 
                Schedule I (Details 6)                                           
99: XML         IDEA XML File -- Filing Summary                      XML    143K 
45: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   2.31M 
14: EX-101.INS  XBRL Instance -- tsl-20121231                        XML   3.17M 
16: EX-101.CAL  XBRL Calculations -- tsl-20121231_cal                XML    391K 
17: EX-101.DEF  XBRL Definitions -- tsl-20121231_def                 XML   1.03M 
18: EX-101.LAB  XBRL Labels -- tsl-20121231_lab                      XML   3.83M 
19: EX-101.PRE  XBRL Presentations -- tsl-20121231_pre               XML   1.73M 
15: EX-101.SCH  XBRL Schema -- tsl-20121231                          XSD    314K 
59: ZIP         XBRL Zipped Folder -- 0001104659-13-026502-xbrl      Zip    320K

‘EX-4.14’ — Instrument Defining the Rights of Security Holders

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Exhibit 4.14

Translation

SUPPLEMENTARY AGREEMENT (19) TO POLYSILICON SUPPLY CONTRACT

Party A’s Contract No.: TCZ-A1130-0803-CGC-120-2013-W3

Party B’s Contract No.: SSC000119

This Agreement is entered into by and between the following parties in Changzhou, China on March 8, 2013:

Buyer: Changzhou Trina Solar Energy Co., Ltd. (“Party A”)

Address: No.2 Tianhe Road, Trina PV Industrial Park, Xinbei District, Changzhou, Jiangsu

Seller: Changzhou GCL Photovoltaic Technology Co., Ltd. (“Party B”)

Address: No.1 Xinsi Road, Xinbei District, Changzhou

Jiangsu GCL Silicon Material Technology Development Co., Ltd. (“Party C”)

Address: No.88 Yangshan Road, Xuzhou Economic Development Zone, Jiangsu

Taicang GCL Photovoltaic Technology Co., Ltd.(“Party D”)

Address: North Side of Yingang Road, Port Development Zone, Taicang, Jiangsu

Suzhou GCL Photovoltaic Technology Co., Ltd. (“Party E”)

Address: No. 68 Kunlunshan Road, New & Hi-tech Industrial Development Zone, Suzhou

Yangzhou GCL Photovoltaic Technology Co., Ltd. (“Party F”)

Address: Wing Building, Development Mansion, No. 108 Weiyang Road, Yangzhou

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:

Clause 1. Arrangements for Purchase of Silicon Wafers in 2013

The Seller and the Buyer agree to reach the following latest arrangements in terms of the quantities and offset of advance payment for the silicon wafers to be purchased in 2013:

1.1. Arrangements for the Purchase Quantities

1.1.1. The annual quantity of silicon wafers to be purchased by the Buyer from the Seller in 2013 shall not be lower than 600MW (i.e. 150 million pieces, including the purchase quantity of silicon wafers in January 2013, but excluding the quantity of cells purchased from third parties). The annual quantity of silicon wafers to be purchased by the Buyer from the Seller in 2013 together with the total purchase quantity of cells shall not be lower than 800 MW.

Based on the annual purchase quantity, the parties have reached the following agreement on the revision of monthly purchase quantities (the “Annual Purchase Schedule”) through equal and voluntary consultation:

Year 2013		Jan		Feb		Mar		Apr		May		Jun		Jul		Aug		Sep		Oct		Nov		Dec		Total
Quantity of silicon wafers (10k pieces)		—		700		1400		1500		1500		1500		1400		1400		1400		1400		1400		1400		15000

1.1.2. The Buyer shall order and purchase the wafers from Party B first. If Party B finds itself unable to satisfy the needs of the Buyer, then the Buyer shall purchase the insufficient quantity from other parties as the seller.

1.1.3. The Buyer shall, based on the Annual Purchase Schedule, provide the Seller with a written purchase plan for the following month before the 24th day of each month (inclusive, and in case such day falls on a national holiday or weekend, such day can be postponed to the first working day thereafter), following the principal that the monthly purchase quantity shall be proportionately apportioned to each week. The annual total purchase quantity shall not be lower than the purchase quantity set out in Clause 1 of this Agreement. The Buyer agrees that, in absence of any clarification of weekly purchase quantity in the monthly purchase plan, the Seller can make the weekly delivery in a quantity evenly apportioned from the monthly purchase quantity. For avoidance of any dispute, the parties agree that, if the Buyer fails to provide the Seller with the purchase plan as provided or agreed in this clause before the 24th day of each month, the Seller will be entitled to:

(1) deliver the goods in such monthly purchase quantity as set out in Clause 1.1.1, and the Buyer shall not reject such delivery;

(2) suspend any delivery of goods to the Buyer if the Buyer still fails to provide the purchase plan before the last five days of the following month (regardless whether or not such day is a working day), and the Buyer will be deemed to reject the delivery of goods in such quantity to be purchased for this month as set out in Clause 1.1.1 (i.e. the Buyer is deemed to reject to take the delivery of goods).

1.1.4. Special notes: In case of any material change in market conditions, the monthly purchase quantities set out in the Annual Purchase Schedule can be adjusted by the Buyer after the parties reach an agreement through consultation, provided that the monthly purchase quantity of silicon wafers shall not be adjusted to lower than 7 million pieces, and that the Buyer’s total purchase quantity in 2013 shall not fall below the quantity set out in Clause 1.1.1. (In case that a monthly purchase quantity falls lower than 7 million pieces after such adjustment, the Buyer shall be deemed to reject to take the delivery of goods in such difference fallen below 7 million pieces); If the Buyer achieves an early completion of the annual purchase quantity as set out in Clause 1.1.1 in 2013, then the minimum monthly purchase quantity provided in this clause shall not be binding upon the Buyer for the remaining months of 2013.

1.2. Arrangements for Offset of Advance Payment

1.2.1. Prior to the date of this Agreement. i.e. by December 31, 2012, pursuant to the Original Contract signed by the Buyer and the Seller, the balance of the advance payment for silicon wafers made by the Buyer to the Seller that is yet to be offset is RMB [****]† (RMB [****]†). Starting from January 2013, a monthly amount of RMB [****]† (RMB [****]†) shall be offset against the purchase prices payable for the monthly purchase quantity of the current month until the advance payment is offset to zero.

1.2.2. The monthly offset from the advance payment shall be conditional upon the Buyer’s completion of the purchase quantity for such month as agreed in this Agreement and payment of the price for such order within the agreed timeframe (Note: for the purpose of monthly offset from the advance payment, the parties confirm that ‘the payment of the price” as mentioned in the last sentence shall refer that the Buyer completes the payment equaling “the purchase price for the current month minus the amount to be offset from the advance payment for the current month” within the agreed timeframe).

† This portion of the Supplementary Agreement (19) to Polysilicon Supply Agreement has been omitted and filed separately with the Securities and Exchange Commission, pursuant to Rule 24b-2 under the Exchange Act of 1934.

1.2.3. If the purchase quantity of any month is lower than 7 million pieces, or if the purchase price for the monthly order is not paid in full, then no offset can be made from the advance payment for such month. Notwithstanding the foregoing provisions, in case that the annual quantity of silicon wafers purchased by the Buyer throughout 2013 reaches the total delivery quantity of 600MW (i.e. 150 million pieces, including the quantity of silicon wafers purchased in January 2013, but excluding the quantity of cells purchased from third parties), and that the Buyer has no payment outstanding to the Seller and overdue for more than 30 days, the Seller shall allow the Buyer to offset the purchase prices from the full amount of advance payment for 2013, i.e. RMB [****]† (RMB [****]†) in total.

1.3. Price Negotiation Mechanism

1.3.1. The prices of silicon wafers: the Seller shall offer prices with a competitive edge with reference to the market prices of the current month. The parties shall negotiate the monthly purchase price on a monthly basis. If the parties has reached an agreement on the price and confirmed the monthly purchase quantity (including as confirmed through supplementary agreement), then the price shall remain unchanged. If the parties fail to reach an agreement on the purchase price for the following month by the 20th day of the each month, the Seller shall implement the order for the following month at “the most favorable price” for the similar product that is offered to the bulk purchase customers (each of whose sales volume as of the last week of the previous month is over 1 million pieces) in the last week of previous month, and the Seller shall guarantee that the Buyer enjoys the most favorable price among all the transactions with sales volume over 1 million pieces in the current month. If the Buyer has any objection to the aforementioned prices, the parties may jointly select a third party with audit qualifications in the PRC to audit and determine such “most favorable prices”, whose conclusion shall be binding upon the parties. Such audit agency shall keep the information submitted by the Seller confidential. If there are more transactions of other types of silicon wafers between the parties, the same pricing method as provided herein shall apply.

1.3.2. Any failure to reach agreement on the purchase price within the prescribed timeframe or any objection of the Buyer against the Seller on the above most favorable price in any one month shall not affect the purchase, sales and actual delivery of goods between the parties in the following month. The final settlement price after the delivery is made and taken shall be determined under the aforementioned price negotiation mechanism. In case an audit is required by the parties as set out in Clause 1.3.1, the purchase, delivery and payment of price between the parties shall not be affected during the audit period.

1.3.3. Unless otherwise agreed by the parties, the parties agree that the price negotiation mechanism shall take effect as from the date of this Agreement to December 31, 2016.

1.4. Arrangements for Payment

The time and way of payment for the payable purchase price as described above shall be separately negotiated by the parties and agreed in written form.

1.5. Cooperation in connection with Cells

With a view to achieving a win-win cooperation, the Buyer shall entrust the Seller to purchase the cells directly from the third party designated by the Buyer and then supply such cells to the Buyer. The parties confirm that the supply of cells in 2013 shall not be lower than 100MW. The specific rights and obligations in connection with the purchase of cells shall be agreed by the parties by executing other agreements.

1.6. The Seller will try its best to purchase the Buyer’s modules in order to improve the demand for silicon wafers, and accordingly the Buyer will sell its modules to the Seller at a market competitive price.

Clause 2. Liability for Breach of Contract

2.1. Buyer’s Liability

2.1.1. Liability for overdue payment: If the Buyer does not make the payment when due and still fails to make the payment in full within 10 days after the agreed payment term, the Buyer shall be liable for liquidated damages in a daily amount of 0.1% of the overdue payment amount. Such liquidated damages shall be calculated from the date on which the payment becomes overdue to the date on which such overdue payment is made in full. If the Buyer’s payment is overdue for more than 30 days, (1) the Seller is entitled to terminate this Agreement unilaterally; (2) the Seller shall require the Buyer to assume liabilities pursuant to the Original Contract; and (3) in addition to the aforesaid liquidated damages for the daily overdue payment (calculated from the termination date of this Agreement), the Buyer shall pay off the outstanding amount and be liable for the liquidated damages in an amount of 15% of the total overdue payment.

2.1.2. Liability for rejection of goods: If the Buyer fails to take the delivery of goods after the Seller delivers the purchased goods as agreed in this Agreement (which shall be deemed as rejection of goods), relevant risks associated with such goods shall be transferred to the Buyer. If the Buyer fails to pay off the payment for the relevant goods and take the delivery of such goods from the Seller’s warehouse (if the Seller has delivered the goods) within 3 working days after the rejection of goods, the Buyer shall be liable for the overdue payment as required by Clause 2.1.1, and pay for the relevant warehouse and labor management costs. In addition, the Seller shall also be entitled to take hold of the goods rejected by the Buyer or temporarily store the goods in the Seller’s warehouse. In addition to the liabilities for overdue payment and warehouse and labor management costs, all the losses suffered by the Seller as a result of such taking hold or temporary storing shall be indemnified by the Buyer.

2.1.3. If the way of delivery is adjusted to fetching goods by the Buyer itself, the liabilities of the Buyer for rejection to fetch goods shall be subject to Clause 2.1.2.

2.2. Seller’s Liability

2.2.1. If the Seller fails to perform its obligation of delivering goods as scheduled and still fails to make the delivery within 10 days after the date on which delivery falls due, the Seller shall be liable for delayed delivery to the Buyer with an amount of 0.1% of the payment for such delayed goods for each day overdue. Such liquidated damages shall be calculated from the date on which delivery becomes overdue to the date on which goods are completely delivered.

2.2.2. If the goods delivered by the Seller fail to meet the requirements as provided in this Agreement and the Original Contract, the Buyer shall be entitled to require the Seller to replace the goods with such goods consistent with the specifications as agreed in this Agreement, and the transportation fee and other costs incurred thereby shall be assumed by the Seller.

Clause 3. Miscellaneous

3.1. The Seller and the Buyer reaffirm that the purchase price temporarily set out in Appendix (C-4) to the Supplementary Agreement (10) to Polysilicon Supply Contract dated January 10, 2011 is merely pro forma price, and that the actual purchase price for contract performance shall be determined by both parties as agreed in this Agreement when signing monthly or weekly orders or supplementary agreements. The Seller and the Buyer reaffirm that the agreement on keeping the total amount of the Original Contract unchanged set forth in Clause 1 to Supplementary Agreement (2) to Polysilicon Supply Contract dated August 24, 2009 and Clause 3.3 of the Supplementary Agreement (4) to Polysilicon Supply Contract dated March 29, 2010 shall not be binding on both parties.

3.2. If there are any discrepancies or conflicts between the Original Contract and this Agreement, this Agreement shall prevail. Any matters not covered by this Agreement shall be subject to the Original Contract.

3.3. Any dispute arising out of the Original Contract and this Agreement shall be resolved by both parties through friendly consultation; if no resolution can be reached through consultation, both parties agree to refer such dispute to China International Economic and Trade Arbitration Commission Shanghai Sub-Commission for settlement by arbitration.

3.4. This Agreement shall take effect after being sealed by both parties.

3.5. This Agreement shall be executed in eight original copies, of which the Buyer shall keep two copies and the Seller shall keep six copies. Each copy shall have the same legal effect.

(No Text Below)

Buyer: Changzhou Trina Solar Energy Co., Ltd. (Party A’s Seal)