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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 |
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
Exhibit 4.13
Translation
SUPPLEMENTARY AGREEMENT (17) TO POLYSILICON SUPPLY CONTRACT
Party A’s Contract No.: TCZ-A1130-0803-CGC-120-2012-3-9
This Agreement is entered into by and between the following parties on October 26, 2012:
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, 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.
With a view to having long-term strategic cooperation, after thorough consultation on an equal and voluntary basis, and subject to the acknowledgement by the parties that the Seller has performed its contractual obligations as agreed and that such provisions under Original Contract 1 and Original Contract 2 that are not amended by this Agreement remain valid, the Seller and the Buyer hereby enter into the following supplementary agreement (this “Agreement”) regarding such matters as the price, quantities, offset of advance payment, etc. for the silicon wafers to be purchased in the fourth quarter of 2012 for mutual compliance:
I. Price of the Silicon Wafers
The Buyer purchased 40 million pieces of 156 polysilicon wafers in a lump sum in October 2012, of which 27.5 million pieces were purchased at the price of RMB [****]† / piece (tax-inclusive), while the other 12.5 million pieces were purchased at the price of RMB [****]† / piece (tax-inclusive). Such portion of purchase is counted into the quantity of silicon wafers to be purchased by the Buyer from the Seller under the long-term agreement.
II. Payment and Delivery
The Seller agrees that the advance payment in RMB [****]† ([****]†) can be offset for the purchase prices of such 40 million pieces of silicon wafers, and the remaining payment of RMB [****]† ([****]†) shall be made by bank wire transfer within 90 days following the date of this Agreement. The Seller shall complete the delivery by batches before October 31, 2012, and shall be responsible for transporting the goods to the location in Jiangsu designated by the Buyer.
III. Waiver of Default Liabilities
With a view to having long-term strategic cooperation, after thorough consultation on an equal and voluntary basis, subject to the satisfaction of all the conditions as set out below, the Seller and the Buyer agree to exempt each other from all the defaults and liabilities for indemnification incurred before December 31, 2012 in connection with Original Contract 1 and Original Contract 2:
1. The Buyer has made the payment to the Seller in full pursuant to the provisions of this Agreement;
2. The Buyer no longer owed any liabilities to the Seller (and its affiliates), i.e. the Buyer shall pay off, within 10 business days following the date of this Agreement, the price of silicon wafers that falls due prior to the date of this Agreement in RMB 20,263,824 (TWENTY MILLION TWO HUNDRED AND SIXTY THREE THOUSAND EIGHT HUNDRED AND TWENTY FOUR).
For avoidance of any doubt, taking into account that each entity as the Seller is a legal person independent from others, the parties to this Agreement agree that each entity as the Seller does not assume joint and several liability for others and is solely responsible for performing its own obligations to deliver silicon wafers.
IV. This Agreement constitutes an integral part of Original Contract 1 and Original Contract 2. Any matters not covered hereby shall be subject to the provisions of Original Contract 1 and Original Contract 2. In case of any conflict between this Agreement and Original Contract 1 or Original Contract 2, this Agreement shall prevail. This Agreement shall take effect after being sealed by the Seller and the Buyer. 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.
(Signature Page with No Text Below)
† This portion of the Supplementary Agreement (17) 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.
Buyer: Party A |
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Sellers: Party B, Party C, Party D, Party E and Party F | ||
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Party A: Changzhou Trina Solar Energy Co., Ltd. (Company Seal) |
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Party B: Changzhou GCL Photovoltaic Technology Co., Ltd. (Company Seal) | ||
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Signing Representative: (Signature) |
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Signing Representative: (Signature) | ||
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[Company Seal is Affixed] |
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[Company Seal is Affixed] |
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Date: October 31, 2012 |
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Date: November 5, 2012 | ||
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Party C: Jiangsu GCL Silicon Material Technology Development Co., Ltd. (Company Seal) | ||
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Signing Representative: (Signature) | ||
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[Company Seal is Affixed] | |
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Date: November 5, 2012 | ||
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Party D: Taicang GCL Photovoltaic Technology Co., Ltd. (Company Seal) | ||
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Signing Representative: (Signature) | ||
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[Company Seal is Affixed] | |
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Date: November 5, 2012 | ||
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Party E: Suzhou GCL Photovoltaic Technology Co., Ltd. (Company Seal) | ||
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Signing Representative: (Signature) | ||
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[Company Seal is Affixed] | |
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Date: November 5, 2012 | ||
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Party F: Yangzhou GCL Photovoltaic Technology Co., Ltd. (Company Seal) | ||
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Signing Representative: (Signature) | ||
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[Company Seal is Affixed] | |
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Date: November 5, 2012 |
This ‘20-F’ Filing | Date | Other Filings | ||
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Filed on: | 4/2/13 | S-8 | ||
For Period end: | 12/31/12 | |||
11/5/12 | ||||
10/31/12 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/20/13 SEC UPLOAD¶ 10/04/17 1:166K Trina Solar Ltd. 11/27/13 SEC UPLOAD¶ 10/04/17 1:157K Trina Solar Ltd. |