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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 20-F
 
  o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES
EXCHANGE ACT OF 1934
 OR
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the fiscal year ended December 31, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the transition period from  to
 OR
 o
    
    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
 Date of event requiring this shell company report
 Commission file number: 001-33195
 TRINA SOLAR LIMITED
   
 
 
  
 
  
 
 
  Securities registered or to be registered pursuant to Section 12(b) of the Act:
 Title of Each Class
    
    Name of Each Exchange on Which RegisteredAmerican Depositary Shares, each representing 
50 ordinary shares, par value $0.00001 per share
    
    New York Stock Exchange
 
 Securities
registered or to be registered pursuant to Section 12(g) of the
Act:
None
 
 (Title of Class)
 Securities
for which there is a reporting obligation pursuant to Section
15(d) of the Act:
None
 
 (Title of Class)
  3,488,891,196 ordinary shares, par value $0.00001 per share, as of December 31, 2009.
 Yes þ No o
 o þ
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
  þ
 o
 o
  o  o
 o þ
  Yes o No o




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##### 



TABLE OF CONTENTS
  
 INTRODUCTION
    
    
    3PART I
    
    
    4Item 1. Identity of Directors, Senior Management and Advisers
    
    
    4Item 2. Offer Statistics and Expected Timetable
    
    
    4Item 3. Key Information
    
    
    4Item 4. Information on the Company
    
    
    35Item 4A. Unresolved Staff Comments
    
    
    51Item 5. Operating and Financial Review and Prospects
    
    
    51Item 6. Directors, Senior Management and Employees
    
    
    81Item 7. Major Shareholders and Related Party Transactions
    
    
    95Item 8. Financial Information
    
    
    97Item 9. The Offer and Listing
    
    
    98Item 10. Additional Information
    
    
    99Item 11. Quantitative and Qualitative Disclosures About Market Risk
    
    
    113Item 12. Description of Securities Other than Equity Securities
    
    
    116PART II
    
    
    117Item 13. Defaults, Dividend Arrearages and Delinquencies
    
    
    117Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
    
    
    117Item 15. Controls and Procedures
    
    
    119Item 16A. Audit Committee Financial Expert
    
    
    120Item 16B. Code of Ethics
    
    
    120Item 16C. Principal Accountant Fees and Services
    
    
    120Item 16D. Exemptions from the Listing Standards for Audit Committees
    
    
    121Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
    
    
    121Item 16F. Change in Registrants Certifying Accountant
    
    
    121Item 16G. Corporate Governance
    
    
    121PART III
    
    
    121Item 17. Financial Statements
    
    
    121Item 18. Financial Statements
    
    
    121Item 19. Exhibits
    
    
    121Exhibit 1.1Exhibit 4.23Exhibit 4.24Exhibit 4.25Exhibit 8.1Exhibit 12.1Exhibit 12.2Exhibit 13.1Exhibit 13.2Exhibit 15.1
   2




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INTRODUCTION
  
    
    We, us, our, and our company refer to Trina Solar Limited, its predecessor
entities and its subsidiaries;
 
    
    Trina refers to Trina Solar Limited;
 
    
    Trina China refers to Changzhou Trina Solar Energy Co., Ltd.;
 
    
    ADSs refers to our American depositary shares, each of which represents 50
ordinary shares.
 
    
    China or PRC refers to the Peoples Republic of China, excluding, for the
purpose of this annual report, Taiwan, Hong Kong and Macau;
 
    
    RMB or Renminbi refers to the legal currency of China, $ or U.S. dollars
refers to the legal currency of the United States, and  or Euro refers to the
legal currency of the European Union; and
 
    
    shares or ordinary shares refers to our ordinary shares, par value $0.00001 per
share.
       3




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PART I
 
 Item 1. Identity of Directors, Senior Management and Advisers
  
 Item 2. Offer Statistics and Expected Timetable
  
 Item 3. Key Information
 Selected Financial Data
   Year Ended December 31,2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009(in thousands, except for share, per share, operating data and percentages)Consolidated Statement of Operations DataNet revenues
    
    $
    27,275
    
    
    $
    114,500
    
    
    $
    301,819
    
    
    $
    831,901
    
    
    $
    845,136Cost of revenues
    
    
    20,986
    
    
    
    84,450
    
    
    
    234,191
    
    
    
    667,459
    
    
    
    607,982Gross profit
    
    
    6,289
    
    
    
    30,050
    
    
    
    67,628
    
    
    
    164,442
    
    
    
    237,154Operating expenses:Selling expenses
    
    
    521
    
    
    
    2,571
    
    
    
    11,019
    
    
    
    20,302
    
    
    
    30,940General and administrative expenses
    
    
    1,375
    
    
    
    8,656
    
    
    
    17,817
    
    
    
    41,114
    
    
    
    65,406Research and development expenses
    
    
    122
    
    
    
    1,903
    
    
    
    2,805
    
    
    
    3,039
    
    
    
    5,439Total operating expenses
    
    
    2,018
    
    
    
    13,130
    
    
    
    31,641
    
    
    
    64,455
    
    
    
    101,785Income from continuing operations
    
    
    4,271
    
    
    
    16,920
    
    
    
    35,987
    
    
    
    99,987
    
    
    
    135,369Foreign exchange gain (loss)
    
    
    
    
    
    
    
    
    
    
    (1,999
    )
    
    
    (11,802
    )
    
    
    9,958Interest expense
    
    
    (470
    )
    
    
    (2,137
    )
    
    
    (7,551
    )
    
    
    (23,937
    )
    
    
    (25,737
    )Interest income
    
    
    16
    
    
    
    261
    
    
    
    4,810
    
    
    
    2,944
    
    
    
    1,667Gain (loss) on change in fair value of derivative
    
    
    
    
    
    
    
    
    
    
    854
    
    
    
    (1,067
    )
    
    
    (1,590
    )Other (expense) income
    
    
    (27
    )
    
    
    (82
    )
    
    
    1,554
    
    
    
    (156
    )
    
    
    2,613Income before income taxes
    
    
    3,790
    
    
    
    14,962
    
    
    
    33,655
    
    
    
    65,969
    
    
    
    122,280Income tax (expense) benefit
    
    
    (570
    )
    
    
    (1,788
    )
    
    
    1,707
    
    
    
    (4,609)
    )
    
    
    (24,696
    )Net income from continuing operations
    
    
    3,220
    
    
    
    13,174
    
    
    
    35,362
    
    
    
    61,360
    
    
    
    97,584Net Income (loss) from discontinued operations
    
    
    91
    
    
    
    (753
    )
    
    
    368
    
    
    
    
    
    
    
    
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Year Ended December 31,2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009(in thousands, except for share, per share, operating data and percentages)Net income
    
    $
    3,311
    
    
    $
    12,421
    
    
    $
    35,730
    
    
    $
    61,360
    
    
    $
    97,584Earnings per ordinary share from continuing operations:Basic
    
    
    0.00
    
    
    
    0.01
    
    
    
    0.02
    
    
    
    0.02
    
    
    
    0.04Diluted
    
    
    0.00
    
    
    
    0.01
    
    
    
    0.02
    
    
    
    0.02
    
    
    
    0.03Earnings per ADS from continuing operations(1):Basic
    
    
    0.16
    
    
    
    0.49
    
    
    
    0.76
    
    
    
    1.23
    
    
    
    1.79Diluted
    
    
    0.16
    
    
    
    0.48
    
    
    
    0.75
    
    
    
    1.20
    
    
    
    1.68Earnings per ordinary share:Basic
    
    
    0.00
    
    
    
    0.01
    
    
    
    0.02
    
    
    
    0.02
    
    
    
    0.04Diluted
    
    
    0.00
    
    
    
    0.01
    
    
    
    0.02
    
    
    
    0.02
    
    
    
    0.03Earnings per ADS(1):Basic
    
    
    0.17
    
    
    
    0.46
    
    
    
    0.77
    
    
    
    1.23
    
    
    
    1.79Diluted
    
    
    0.17
    
    
    
    0.45
    
    
    
    0.76
    
    
    
    1.20
    
    
    
    1.69Weighted average ordinary shares outstanding:Basic
    
    
    1,000,000,000
    
    
    
    1,038,316,484
    
    
    
    2,339,799,657
    
    
    
    2,501,202,680
    
    
    
    2,724,185,761Diluted
    
    
    1,000,000,000
    
    
    
    1,058,483,593
    
    
    
    2,370,685,156
    
    
    
    2,690,723,390
    
    
    
    3,131,505,181Weighted
average ADS outstanding(1):Basic
    
    
    20,000,000
    
    
    
    20,766,330
    
    
    
    46,795,994
    
    
    
    50,024,054
    
    
    
    54,483,715Diluted
    
    
    20,000,000
    
    
    
    21,169,672
    
    
    
    47,413,704
    
    
    
    53,814,468
    
    
    
    62,630,104Consolidated Financial DataGross margin
    
    
    23.1
    %
    
    
    26.2
    %
    
    
    22.4
    %
    
    
    19.8
    %
    
    
    28.1
    %Net margin of continuing operations
    
    
    11.8
    %
    
    
    11.5
    %
    
    
    11.7
    %
    
    
    7.4
    %
    
    
    11.5
    %Consolidated Operating DataPV modules shipped (in MW)
    
    
    6.79
    
    
    
    27.39
    
    
    
    75.91
    
    
    
    201.01
    
    
    
    399.01Average selling price ($/W)
    
    $
    4.02
    
    
    $
    3.98
    
    
    $
    3.80
    
    
    $
    3.92
    
    
    $
    2.10
 (1)
    
    Reflects ADS ratio change effective January 2010. As of December 31,2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009(in thousands)Consolidated Balance Sheet DataCash and cash equivalents
    
    $
    1,224
    
    
    $
    93,380
    
    
    $
    59,696
    
    
    $
    132,224
    
    
    $
    406,058Restricted cash
    
    
    527
    
    
    
    5,004
    
    
    
    103,375
    
    
    
    44,991
    
    
    
    72,006Inventories
    
    
    6,696
    
    
    
    32,230
    
    
    
    58,548
    
    
    
    85,687
    
    
    
    81,154Accounts receivable, net
    
    
    4,924
    
    
    
    29,353
    
    
    
    72,323
    
    
    
    105,193
    
    
    
    287,950Property, plant and equipment, net
    
    
    9,630
    
    
    
    51,419
    
    
    
    197,124
    
    
    
    357,594
    
    
    
    476,858Total assets
    
    
    32,298
    
    
    
    251,745
    
    
    
    600,674
    
    
    
    940,116
    
    
    
    1,548,698Short-term borrowings
    
    
    6,628
    
    
    
    71,409
    
    
    
    163,563
    
    
    
    248,558
    
    
    
    267,428Accounts payable
    
    
    3,845
    
    
    
    9,147
    
    
    
    42,691
    
    
    
    62,504
    
    
    
    186,535Total current liabilities
    
    
    12,715
    
    
    
    88,068
    
    
    
    220,485
    
    
    
    335,714
    
    
    
    515,401Accrued warranty costs
    
    
    272
    
    
    
    1,400
    
    
    
    4,486
    
    
    
    12,473
    
    
    
    21,023Long-term borrowings
    
    
    4,957
    
    
    
    5,122
    
    
    
    8,214
    
    
    
    14,631
    
    
    
    182,516Total shareholders equity
    
    
    14,355
    
    
    
    157,154
    
    
    
    367,489
    
    
    
    433,057
    
    
    
    677,225Total liabilities and shareholders equity
    
    $
    32,298
    
    
    $
    251,745
    
    
    $
    600,674
    
    
    $
    940,116
    
    
    $
    1,548,698
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Capitalization and Indebtedness
  Reasons for the Offer and Use of Proceeds
  Risk Factors
 Risks Related to Our Company and Our Industry
 As polysilicon supply increases, the corresponding increase in the global supply of photovoltaic
(PV) modules may cause substantial downward pressure on the price of such products and reduce our
revenues and earnings.
  We may be adversely affected by volatile market and industry trends, in particular, the demand for
our solar power products may decline, which may reduce our revenues and earnings.
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We continue to rely on a limited number of third-party suppliers and manufacturers for certain raw
materials for our products and toll services, which could prevent us from delivering our products
to our customers within required time frames and result in sales and installation delays,
cancellations, liquidated damages and loss of market share.
    7




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Our costs and expenses may increase as a result of entering into fixed price, prepaid arrangements
with our suppliers.
  Some of the suppliers of polysilicon with whom we have entered into long-term contracts have
limited operating experience in polysilicon production and may not be able to produce polysilicon
of sufficient quantity and quality or on schedule to meet our manufacturing requirements.
  Prepayments to our polysilicon suppliers and equipment suppliers expose us to the credit risks of
such suppliers and may increase our costs and expenses, which could in turn have a material adverse
effect on our liquidity.
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A significant reduction or elimination of government subsidies and economic incentives or change in
government policies may have a material adverse effect on our business and prospects.
    9




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Failure to procure sufficient reclaimable silicon raw materials at reasonable prices may decrease
our gross margin and profitability.
  Demand for our products may be adversely affected by the effect of the current economic and credit
environment on our customers.
    10




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Because the markets in which we compete are highly competitive and many of our competitors have
greater resources than us, we may not be able to compete successfully and we may lose or be unable
to gain market share.
     11




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Our dependence on a limited number of customers may cause significant fluctuations or declines in
our revenues.
  
    
    reduction, delay or cancellation of orders from one or more of our significant
customers;
 
    
    selection by one or more of our significant customers of products competitive with ours;
 
    
    loss of one or more of our significant customers due to disputes, dissatisfaction with
our products or otherwise and our failure to attract additional or replacement customers;
and
 
    
    failure of any of our significant customers to make timely payment for our products.
  The practice of requiring customers to make advance payments when they place orders with us has
declined, and we have experienced and will continue to experience increased needs to finance our
working capital requirements and are exposed to increased credit risk.
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We have significant outstanding bank borrowings and capital expenditure needs, and we may not be
able to arrange adequate financing when our outstanding borrowings mature or when capital
expenditures are required.
  We may not be successful in manufacturing solar cells cost-effectively.
    13




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We may experience difficulty in achieving acceptable yields and product performance as a result of
manufacturing problems.
   Problems with product quality or product performance could damage our reputation, or result in a
decrease in customers and revenues, unexpected expenses or loss of market share, and may cause us
to incur significant warranty expenses
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We may not be successful in the commercial production of new products, which could adversely affect
our business and prospects.
  Our future success depends in part on our ability to expand our business into downstream markets.
Any failure to successfully implement this strategy could have a material adverse effect on our
growth, business prospects and results of operations in future periods.
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Existing regulations and policies and changes to these regulations and policies may present
technical, regulatory and economic barriers to the purchase and use of solar power products, which
may significantly reduce demand for our products.
   If solar power technology is not adopted widely, or sufficient demand for solar power products does
not develop or takes longer to develop than we anticipate, our revenues may not continue to
increase or may even decline, and we may be unable to sustain our profitability.
  
    
    cost-effectiveness, performance and reliability of solar power products compared to
conventional and other renewable energy sources and products;
 
    
    availability of government subsidies and incentives to support the development of the
solar power industry;
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
    
    success of other alternative energy generation technologies, such as wind power,
hydroelectric power and biomass;
 
    
    fluctuations in economic and market conditions that affect the viability of conventional
and other renewable energy sources, such as increases or decreases in the prices of oil and
other fossil fuels;
 
    
    capital expenditures by end users of solar power products, which tend to decrease when
the economy slows down; and
 
    
    deregulation of the electric power industry and broader energy industry.
  Further technological changes in the solar power industry could render our products uncompetitive
or obsolete, which could reduce our market share and cause our sales and profit to decline.
   Non-compliance with present or future construction and environmental regulations may result in
potentially significant monetary damages and fines.
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Our future success substantially depends on our ability to significantly expand both our
manufacturing capacity and output, which exposes us to a number of risks and uncertainties.
  
    
    the need to raise significant additional funds to purchase raw materials or to build
additional manufacturing facilities, which we may be unable to obtain on commercially
viable terms or at all;
 
    
    delays and cost overruns as a result of a number of factors, many of which are beyond
our control, such as increases in the price of polysilicon and problems with equipment
vendors, particularly with respect to major equipment such as ingot pulling or growing
machines;
 
    
    delays or denial of required approvals by relevant government authorities;
 
    
    diversion of significant management attention and other resources; and
 
    
    failure to execute our expansion plan effectively.
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Our business depends substantially on the continuing efforts of our executive officers, and our
business may be severely disrupted if we lose their services.
   If we are unable to attract, train and retain qualified technical personnel, our business may be
materially and adversely affected.
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If we fail to manage our growth effectively, our business may be adversely affected.
  We face risks associated with the marketing, distribution and sale of our solar power products
internationally, and if we are unable to effectively manage these risks, they could impair our
ability to expand our business abroad.
  
    
    fluctuations in currency exchange rates;
 
    
    difficulty in engaging and retaining distributors who are knowledgeable about, and can
function effectively in, overseas markets;
 
    
    increased costs associated with maintaining marketing efforts in various countries;
 
    
    difficulty and costs relating to compliance with the different commercial and legal
requirements of the overseas markets in which we offer our products;
 
    
    trade barriers such as export requirements, tariffs, taxes and other restrictions and
expenses, which could increase the prices of our products and make us less competitive in
some countries; and
 
    
    demand for solar power products in overseas markets as influenced by the global economic
downturn and its effects.
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We may be exposed to infringement or misappropriation claims by third parties, which, if determined
adversely to us, could cause us to pay significant damage awards.
  Our failure to protect our intellectual property rights may undermine our competitive position, and
litigation to protect our intellectual property rights or defend against third-party allegations of
infringement may be costly.
  We have limited insurance coverage and may incur losses resulting from product liability claims.
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If we fail to maintain an effective system of internal control over financial reporting, we may
lose investor confidence in the reliability of our financial statements.
   Trina or Trina China may be required by the PRC tax authorities to withhold capital gains tax
arising out of our restructuring in May 2006.
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Our principal shareholders have substantial influence over our company and their interests may not
be aligned with the interests of our other shareholders.
  Fluctuations in exchange rates could adversely affect our business.
    23




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
 We may become a passive foreign investment company, or PFIC, which could result in adverse U.S. tax
consequences to U.S. investors.
    24




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Risks Related to Doing Business in China
 Adverse changes in political and economic policies of the PRC government could have a material
adverse effect on the overall economic growth of China, which could reduce the demand for our
products and materially and adversely affect our competitive position.
  
    
    the amount of government involvement;
 
    
    the level of development;
 
    
    the growth rate;
 
    
    the control of foreign exchange; and
 
    
    the allocation of resources.
   Uncertainties with respect to the Chinese legal system could have a material adverse effect on us.
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Our ability to make distributions and other payments to our shareholders depends to a significant
extent upon the distribution of earnings and other payments made by Trina China.
  Restrictions on currency exchange may limit our ability to receive and use our revenues
effectively.
    26




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Our business benefits from certain PRC government tax incentives, and expiration of, or changes to,
these incentives.
    27




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The dividends we receive from our PRC subsidiaries and our global income may be subject to PRC tax
under the new EIT law, which would have a material adverse effect on our results of operations; our
foreign ADS holders may be subject to a PRC withholding tax upon the dividends payable by us and
upon gains realized on the sale of our ADSs, if we are classified as a PRC resident enterprise.
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The approval of the Chinese Securities Regulatory Commission might have been required in connection
with our initial public offering, and, if required, we could be subject to sanction, fines and
other penalties.
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Recent regulations relating to offshore investment activities by PRC residents may limit our
ability to acquire PRC companies and could adversely affect our business, financial condition and
results of operations. The regulations also establish more complex procedures for acquisitions by
foreign investors, which could make it more difficult to pursue growth through acquisitions.
   New labor laws in the PRC may adversely affect our results of operations.
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We face risks related to health epidemics and other outbreaks.
  Risks Related to Our Ordinary Shares and ADSs
 The market price for our ADSs has been and is likely to continue to be highly volatile.
  
    
    announcements of technological or competitive developments;
 
    
    regulatory developments in our target markets affecting us, our customers or our
competitors;
 
    
    announcements of studies and reports relating to the conversion efficiencies of our
products or those of our competitors;
 
    
    actual or anticipated fluctuations in our quarterly operating results;
 
    
    changes in financial estimates by securities research analysts;
 
    
    changes in the economic performance or market valuations of other solar power technology
companies;
 
    
    addition or departure of our executive officers and key research personnel;
 
    
    announcements regarding patent litigation or the issuance of patents to us or our
competitors;
 
    
    conditions affecting general economic performance in the United States;
 
    
    fluctuations in the exchange rates between the U.S. dollar, the Euro and Renminbi;
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
    
    release or expiry of lock-up or other transfer restrictions on our outstanding ordinary
 shares; and
 
    
    sales or perceived sales of additional ADSs.
  Holders of our ADSs do not have the same voting rights as the holders of our ordinary shares and
may not receive voting materials in time to be able to exercise their right to vote.
   We have adopted a shareholders rights plan, which, together with the other anti-takeover provisions
of our articles of association, could discourage a third party from acquiring us, which could limit
our shareholders opportunity to sell their shares, including ordinary shares represented by our
ADSs, at a premium.
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Holders of our ADSs may not be able to participate in rights offerings that are made available to
our shareholders, and may not receive cash dividends if it is impractical to make them available to
them.
   Holders of our ADSs may be subject to limitations on transfer of their ADSs.
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We are a Cayman Islands company and, because judicial precedent regarding the rights of
shareholders is more limited under Cayman Islands law than that under U.S. law, our shareholders
may have less protection for their shareholder rights than they would under U.S. law.
  You may have difficulty enforcing judgments obtained against us.
   34




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##### Table of Contents



Item 4. Information on the Company
 History and Development of the Company
    http://www.trinasolar.com
 Business Overview
 Overview
    35




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##### Table of Contents



Products
   36




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##### Table of Contents



Manufacturing
  Estimated MaximumAnnual
    
    
    
    
    
    
    AnnualManufacturing
    
    Manufacturing
    
    
    Production Output
    
    
    ManufacturingManufacturing
    
    Commencement
    
    Capacity as of
    
    
    for the Year Ended
    
    
    Capacity as ofFacility
    
    Date
    
    December 31, 2009
    
    
    December 31, 2009
    
    
    December 31, 2010Silicon ingots
    
    August 2005
    
    500 MW(1)
    
    
    398 MW(2)
    
    
    700 MWSilicon wafers
    
    February 2006
    
    500 MW(1)
    
    
    358 MW(2)
    
    
    700 MWSolar cells
    
    April 2007
    
    600 MW(1)
    
    
    375 MW(2)
    
    
    850 to 950 MWPV modules
    
    November 2004
    
    600 MW(1)
    
    
    425 MW(2)
    
    
    850 to 950 MW
 
 (1)
    
    These are approximate figures due to discrepancies of the manufacturing capacity for each
stage of our solar power product value chain.(2)
    
    Includes modules produced but not shipped as of December 31, 2009. 
    
    Silicon feedstock. We purchase polysilicon and reclaimable silicon raw materials from
various suppliers, including silicon distributors, silicon manufacturers, semiconductor
manufacturers and silicon processing companies. We test and categorize reclaimable silicon
raw materials based on their technical properties. These reclaimable silicon raw materials
then undergo mechanical grinding and chemical cleaning before they are mixed using our
proprietary formula. Our ability to mix the materials in the right proportion is critical
to the production of high-quality silicon ingots. In the fourth quarter of 2009, we had an
average silicon usage of
approximately 6.0 grams per watt, compared to approximately 6.3 grams per watt in the fourth
quarter of 2008.
 
    
    Ingots. We began manufacturing monocrystalline ingots in August 2005 with silicon
crystal growing furnaces. As of December 31, 2009, we had 110 silicon crystal growing
furnaces for manufacturing monocrystalline ingots, which can yield 110 MW of modules
annually based on current manufacturing processes, and 69 directional solidification
system, or DSS, furnaces for the manufacturing of multicrystalline ingots, which can yield
390 MW of modules annually based on current manufacturing processes.
  37




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
    
    Wafers. We began manufacturing wafers in February 2006. Currently, we slice
monocrystalline and multicrystalline wafers to a 180 micron thickness, while maintaining a
low breakage rate. After the ingots are inspected, monocrystalline ingots are squared by
squaring machines. Through high-precision cutting techniques, the squared ingots are then
sliced into wafers by wire saws using steel wires and silicon carbon powder. To produce
multicrystalline wafers, multicrystalline ingots are first cut into pre-determined sizes.
After a testing process, the multicrystalline ingots are cropped and the usable parts of
the ingots are sliced into wafers by wire saws by the same high-precision cutting
techniques used for slicing monocrystalline wafers. After being inserted into frames, the
wafers go through a cleansing process to remove debris from the previous processes, and are
then dried. Wafers are inspected for contaminants then packed and transferred to our solar
cell production facilities. Our annual wafer manufacturing capacity as of December 31,
2009 was approximately 500 MW of modules based on current manufacturing processes.
 
    
    Solar cells.We currently produce our own solar cells for use in our PV modules. We
have historically purchased solar cells from third-party solar cell manufacturers. After
we installed our ingot and wafer production lines, we began manufacturing ingots and wafers
in-house and outsourced the fabrication of solar cells to solar cell manufacturers. To
reduce our dependence on third-party solar cell manufacturers and to increase our
efficiencies both in solar cell and PV module manufacturing, we began the production of
monocrystalline cells in April 2007 and achieved a conversion efficiency of up to 18.8% as
of December 31, 2009 on a test production line basis. In November 2007, we began producing
multicrystalline cells and achieved a conversion efficiency of up to 17.5% as of December
31, 2009 on a test production line basis. In 2009, we were able to meet nearly all of our
solar cell needs with our in-house
production capabilities. We currently have 18 production lines with an annual manufacturing
capacity of approximately 600 MW.
   38




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##### Table of Contents




    
    PV modules. We began module manufacturing in November 2004. We increased our annual
manufacturing capacity of modules from approximately 6 MW per year as of November 2004 to
approximately 600 MW per year as of December 31, 2009. We currently have 37 production
lines.
    Silicon Raw Material Supplies
    39




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40




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##### Table of Contents



Quality Assurance
   Certification Test Date
    
    Certification or Test Standard
    
    Relevant ProductsDecember 2007
    
    ISO 9001:2000 quality system certification
    
    Manufacturing and sales of silicon, ingots, casting, silicon wafers, solar cells and PV modulesApril 2008,
February  2010
    
    Golden Sun product certification
    
    PV modules sold in ChinaAugust 2008, July 2009
    
    UL 1703 certification
    
    PV modules sold in the United StatesDecember 2008
    
    ISO14001:2004 environmental management system
    
    Manufacturing and sales of silicon, ingots, casting, silicon wafers, solar cells and PV modulesOctober 2007, November 2007, December 2007, December 2008, May 2009
    
    CE certification
    
    PV modules sold in EuropeMarch 2008, May 2008, October 2008, February 2009, April 2009, September 2009
    
    ICIM product certification
    
    PV modules sold in EuropeAugust 2006, June 2007, July 2007, February 2009, April 2009, May 2009, June 2009 and November 2009
    
    TÜV Rheinland product certification
    
    PV modules sold in EuropeMarch 2009, October 2009
    
    JET product certification
    
    PV modules sold in JapanDecember 2009
    
    RoHS certification
    
    PV modules sold in Europe
 Customers and Markets
   41




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Year Ended December 31,2007
    
    
    2008
    
    
    2009Total Net
    
    
    
    
    
    
    Total Net
    
    
    
    
    
    
    Total NetRegion
    
    Revenues
    
    
    Percent
    
    
    Revenues
    
    
    Percent
    
    
    Revenues
    
    
    Percent(in thousands, except for percentages)EuropeGermany
    
    $
    94,733
    
    
    
    31.4
    %
    
    $
    198,529
    
    
    
    23.9
    %
    
    $
    286,220
    
    
    
    33.9
    %Italy
    
    
    54,695
    
    
    
    18.1
    %
    
    
    149,685
    
    
    
    18.0
    %
    
    
    166,062
    
    
    
    19.6
    %Spain
    
    
    120,831
    
    
    
    40.0
    %
    
    
    270,549
    
    
    
    32.5
    %
    
    
    101,849
    
    
    
    12.1
    %Others
    
    
    21,041
    
    
    
    7.0
    %
    
    
    136,641
    
    
    
    16.4
    %
    
    
    234,021
    
    
    
    27.7
    %Europe Total
    
    
    291,300
    
    
    
    96.5
    %
    
    
    755,404
    
    
    
    90.8
    %
    
    
    788,152
    
    
    
    93.3
    %China
    
    
    6,373
    
    
    
    2.1
    %
    
    
    30,390
    
    
    
    3.7
    %
    
    
    24,435
    
    
    
    2.9
    %Others
    
    
    4,146
    
    
    
    1.4
    %
    
    
    46,107
    
    
    
    5.5
    %
    
    
    32,549
    
    
    
    3.8
    %Total
    
    $
    301,819
    
    
    
    100.0
    %
    
    $
    831,901
    
    
    
    100.0
    %
    
    $
    845,136
    
    
    
    100
    %
  42




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Sales and Marketing
    43




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Intellectual Property
   
  44




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##### Table of Contents



Competition
  
    
    manufacturing efficiency;
 
    
    power efficiency and performance;
 
    
    price;
 
    
    strength of supplier relationships;
 
    
    aesthetic appearance of PV modules; and
 
    
    brand name and reputation.
    45




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##### Table of Contents



Environmental Matters
  Insurance
   Regulation
  Renewable Energy Law and Other Government Directives
    46




---



##### Table of Contents



Environmental Regulations
  Restriction on Foreign Ownership
  Tax
    47




---



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48




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Foreign Currency Exchange
   Dividend Distribution
     49




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##### Table of Contents



Organizational Structure
  Name
    
    Country of Incorporation
    
    Ownership InterestTop Energy International Limited
    
    Hong Kong
    
    
    100
    %Changzhou Trina Solar Energy Co., Ltd.
    
    China
    
    
    100
    %Trina Solar Korea Limited
    
    South Korea
    
    
    100
    %Trina Solar (Singapore) Pte. Ltd.
    
    Singapore
    
    
    100
    %Mutual Luck Enterprises Limited
    
    Hong Kong
    
    
    100
    %Trina Solar (Luxembourg) Holdings S.à.r.l.
    
    Luxembourg
    
    
    100
    %Trina Solar
(Luxembourg) S.à.r.l.
    
    Luxembourg
    
    
    100
    %Trina Solar (Japan) Limited
    
    Japan
    
    
    100
    %Trina Solar
(Italy) S.R.L.
    
    Italy
    
    
    100
    %Trina Solar (Spain), Sociedad Limitada
    
    Spain
    
    
    100
    %Trina Solar (Switzerland) Ltd.
    
    Switzerland
    
    
    100
    %Trina Solar (U.S.) Holding Inc.
    
    United States
    
    
    100
    %Trina Solar (U.S.) Inc.
    
    United States
    
    
    100
    %Trina Solar (Germany) GmbH
    
    Germany
    
    
    100
    %
  Property, Plant and Equipment
   50




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Manufacturing
    
    
    
    No. of Units in Operation as ofFacility
    
    Major Equipment
    
    December 31, 2009
    
    Source (Country)Silicon ingots
    
    Silicon crystal growing furnaces
    
    
    110
    
    
    ChinaDSS furnaces
    
    
    69
    
    
    United StatesSilicon wafers
    
    Wafer sawing machines
    
    
    92
    
    
    Japan, SwitzerlandSolar cells
    
    Diffusion furnaces (tube)
    
    
    88
    
    
    GermanyScreen print machine sets
    
    
    20
    
    
    ItalyPV modules
    
    Automatic laminators
    
    
    50
    
    
    China
    
 Item 4A. Unresolved Staff Comments
  
 Item 5. Operating and Financial Review and Prospects
 3⁄4
  51




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Operating Results
 Overview
     
    
    industry demand;
 
    
    government subsidies and economic incentives;
 
    
    product pricing;
 
    
    vertically integrated manufacturing capabilities; and
 
    
    availability and prices of polysilicon and reclaimable silicon raw materials.
 Industry Demand
   52




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Government Subsidies and Economic Incentives
   53




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Product Pricing
    54




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Vertically Integrated Manufacturing Capabilities
  
    
    reduce excess costs, such as those associated with packaging and transportation, and the
breakage loss that usually occurs during shipment between various production locations;
 
    
    achieve better quality control of our products;
 
    
    shorten production cycle and improve value chain coordination;
 
    
    discontinue excess reliance on toll manufacturing; and
 
    
    capture upstream or downstream profit margins.
   Availability and Prices of Polysilicon and Reclaimable Silicon Raw Materials
   55




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56




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##### Table of Contents



Overview of Financial Results
  Net Revenues
     57




---



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Year Ended December 31,2007
    
    
    2008
    
    
    2009Total Net
    
    
    
    
    
    
    Total Net
    
    
    
    
    
    
    Total NetRegion
    
    Revenues
    
    
    Percent
    
    
    Revenues
    
    
    Percent
    
    
    Revenues
    
    
    Percent(in thousands, except for percentages)EuropeGermany
    
    $
    94,733
    
    
    
    31.4
    %
    
    $
    198,529
    
    
    
    23.9
    %
    
    $
    286,220
    
    
    
    33.9
    %Italy
    
    
    54,695
    
    
    
    18.1
    %
    
    
    149,685
    
    
    
    18.0
    %
    
    
    166,062
    
    
    
    19.6
    %Spain
    
    
    120,831
    
    
    
    40.0
    %
    
    
    270,549
    
    
    
    32.5
    %
    
    
    101,849
    
    
    
    12.1
    %Others
    
    
    21,041
    
    
    
    7.0
    %
    
    
    136,641
    
    
    
    16.4
    %
    
    
    234,021
    
    
    
    27.7
    %Europe Total
    
    
    291,300
    
    
    
    96.5
    %
    
    
    755,404
    
    
    
    90.8
    %
    
    
    788,152
    
    
    
    93.3
    %China
    
    
    6,373
    
    
    
    2.1
    %
    
    
    30,390
    
    
    
    3.7
    %
    
    
    24,435
    
    
    
    2.9
    %Others
    
    
    4,146
    
    
    
    1.4
    %
    
    
    46,107
    
    
    
    5.5
    %
    
    
    32,549
    
    
    
    3.8
    %Total
    
    $
    301,819
    
    
    
    100.0
    %
    
    $
    831,901
    
    
    
    100.0
    %
    
    $
    845,136
    
    
    
    100
    %
 Cost of Revenues
  
    
    Silicon raw materials. Silicon raw materials comprise the majority of our cost of
revenues. We purchase polysilicon and reclaimable silicon raw materials from various
suppliers, including silicon distributors, silicon manufacturers, semiconductor
manufacturers and silicon processing companies.
 
    
    Other direct materials. Such materials include direct materials for the production of
PV modules such as plastic, metallic pastes, tempered glass, laminate material, connecting
systems and aluminum frames.
 
    
    Toll manufacturing. Prior to 2008, we entered into toll manufacturing arrangements by
providing wafers to toll manufacturers for processing and receiving solar cells from them
in return. The toll manufacturing cost is capitalized as inventory, and recorded as a part
of our cost of revenues when our finished PV modules are sold. In 2008 and 2009, we were
able to meet nearly all of our solar cell needs with our in-house production capabilities
and we have discontinued our reliance on toll manufacturers for processing solar cells. In
2009, we fulfilled some of our ingot and wafer requirements by
sourcing and obtaining toll services from our strategic partners.
 
    
    Overhead. Overhead costs include equipment maintenance and utilities such as
electricity and water used in manufacturing.
 
    
    Direct labor. Direct labor costs include salaries and benefits for our manufacturing
personnel.
 
    
    Depreciation of facilities and equipment. Depreciation of manufacturing facilities and
related improvements is provided on a straight-line basis over the estimated useful life of
10 to 20 years and commences from the date the facility is ready for its intended use.
Depreciation of manufacturing equipment is provided on a straight-line basis over the
estimated useful life of five to ten years, commencing from the date that the equipment is
placed into productive use.
  58




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Gross Margin
  Operating Expenses
  Selling Expenses
  General and Administrative Expenses
   59




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Research and Development Expenses
   Share-based Compensation Expenses
   60




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##### Table of Contents



For the Year Ended December 31,2007
    
    
    2008
    
    
    2009(in thousands, except for percentages)Cost of revenues
    
    $
    35
    
    
    
    2.1
    %
    
    $
    111
    
    
    
    2.8
    %
    
    $
    62
    
    
    
    1.4
    %Selling expenses
    
    
    394
    
    
    
    22.6
    %
    
    
    512
    
    
    
    12.7
    %
    
    
    678
    
    
    
    15.9
    %General and administrative expenses
    
    
    1,165
    
    
    
    66.9
    %
    
    
    3,297
    
    
    
    81.9
    %
    
    
    3,295
    
    
    
    77.0
    %Research and development
    
    
    146
    
    
    
    8.4
    %
    
    
    105
    
    
    
    2.6
    %
    
    
    244
    
    
    
    5.7
    %Total share-based compensation expenses
    
    $
    1,740
    
    
    
    100
    %
    
    $
    4,025
    
    
    
    100
    %
    
    $
    4,279
    
    
    
    100
    %
 Taxation
      61




---



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Critical Accounting Policies
   Revenue Recognition
   62




---



##### Table of Contents



Warranty Cost
  Impairment of Long-lived Assets and Definite-lived Intangibles
   63




---



##### Table of Contents



Allowance for Doubtful Accounts
   Share-based Compensation
  Inventories
   Income Taxes
   64




---



##### Table of Contents



Derivative Financial Instruments
 Foreign Currency Embedded Derivative in Supply Agreement
    (1)
    
    Exchange forward rates for month one to 12 are available on the China on-shore
market. As such, for month one to 12, we obtained the exchange forward rates from the
China on-shore market.
 (2)
    
    Exchange forward rates for month 13 to 24 were computed by taking the 15th,
18th and 24th months exchange forward rates available from the China on-shore market
and applying linear interpolation to derive the other monthly forward rates.
 (3)
    
    Exchange forward rates for month 25 to 84 were estimated by applying linear
interpolation to the two- and seven-year exchange forward rates, available from the
China on-shore market.
 (4)
    
    Exchange forward rates for periods in excess of seven years were not available
from the China on-shore market. As such, for the periods beyond 84 months, we
forecasted the monthly exchange rates based on an assumption that the Renminbi will
appreciate at a fixed monthly rate, equivalent to the annual change in the exchange
rate projected by the International Monetary Fund.
    65




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Derivative Assets Related to Foreign Currency Forward Contracts
     66




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##### Table of Contents



Results of Operations
  Year Ended December 31,2007
    
    
    2008
    
    
    2009(in thousands, except for percentages)Net revenues
    
    $
    301,819
    
    
    
    100.0
    %
    
    $
    831,901
    
    
    
    100.0
    %
    
    $
    845,136
    
    
    
    100.0
    %Cost of revenues
    
    
    234,191
    
    
    
    77.6
    %
    
    
    667,459
    
    
    
    80.2
    %
    
    
    607,982
    
    
    
    71.9
    %Gross profit
    
    
    67,628
    
    
    
    22.4
    %
    
    
    164,442
    
    
    
    19.8
    %
    
    
    237,154
    
    
    
    28.1
    %Operating expenses:Selling expenses
    
    
    11,019
    
    
    
    3.7
    %
    
    
    20,302
    
    
    
    2.4
    %
    
    
    30,940
    
    
    
    3.7
    %General and administrative expenses
    
    
    17,817
    
    
    
    5.9
    %
    
    
    41,114
    
    
    
    5.0
    %
    
    
    65,406
    
    
    
    7.7
    %Research and development expenses
    
    
    2,805
    
    
    
    0.9
    %
    
    
    3,039
    
    
    
    0.4
    %
    
    
    5,439
    
    
    
    0.6
    %Total operating expenses
    
    
    31,641
    
    
    
    10.5
    %
    
    
    64,455
    
    
    
    7.8
    %
    
    
    101,785
    
    
    
    12.0
    %Income from continuing operations
    
    
    35,987
    
    
    
    11.9
    %
    
    
    99,987
    
    
    
    12.0
    %
    
    
    135,369
    
    
    
    16.0
    %Foreign exchange gain (loss)
    
    
    (1,999
    )
    
    
    (0.6
    %)
    
    
    (11,802
    )
    
    
    (1.5
    %)
    
    
    9,958
    
    
    
    1.2
    %Interest expense
    
    
    (7,551
    )
    
    
    (2.5
    %)
    
    
    (23,937
    )
    
    
    (2.9
    %)
    
    
    (25,737
    )
    
    
    (3.0
    %)Interest income
    
    
    4,810
    
    
    
    1.6
    %
    
    
    2,944
    
    
    
    0.4
    %
    
    
    1,667
    
    
    
    0.2
    %Gain (loss) on change in fair value of derivative
    
    
    854
    
    
    
    0.3
    %
    
    
    (1,067
    )
    
    
    (0.1
    %)
    
    
    (1,590
    )
    
    
    (0.2
    %)Other (expense) income
    
    
    1,554
    
    
    
    0.5
    %
    
    
    (156
    )
    
    
    (0.0
    %)
    
    
    2,613
    
    
    
    0.3
    %Income before income taxes
    
    
    33,655
    
    
    
    11.2
    %
    
    
    65,969
    
    
    
    7.9
    %
    
    
    122,280
    
    
    
    14.5
    %Income tax (expense) benefit
    
    
    1,707
    
    
    
    0.5
    %
    
    
    (4,609
    )
    
    
    (0.5
    %)
    
    
    (24,696
    )
    
    
    (2.9
    %)Net income from continuing operations
    
    
    35,362
    
    
    
    11.7
    %
    
    
    61,360
    
    
    
    7.4
    %
    
    
    97,584
    
    
    
    11.5
    %Net income (loss) from discontinued operations
    
    
    368
    
    
    
    0.1
    %
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net income
    
    $
    35,730
    
    
    
    11.8
    %
    
    $
    61,360
    
    
    
    7.4
    %
    
    $
    97,584
    
    
    
    11.5
    %
 Year Ended December 31, 2009 Compared to Year Ended December 31, 2008
 Net Revenues.
 Cost of Revenues.
 Gross Profit.
 Operating Expenses.
  67




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Selling Expenses.
 General and Administrative Expenses
 Research and Development Expenses
 Foreign Exchange Gain (Loss)
 Interest Expenses, Net.
 Gain (Loss) on the Change in Fair Value of Derivative
 Income Tax Benefit (Expenses).
 Net Income.
  68




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Year Ended December 31, 2008 Compared to Year Ended December 31, 2007
 Net Revenues.
 Cost of Revenues.
 Gross Profit.
 Operating Expenses.
 Selling Expenses.
  69




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##### Table of Contents



General and Administrative Expenses
 Research and Development Expenses
 Foreign Exchange Gain (Loss)
 Interest Expenses, Net.
 Gain (Loss) on the Change in Fair Value of Derivative
 Income Tax Benefit (Expenses).
 Net Income from Continuing Operations.
 Net Income from Discontinued Operations
  70




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Net Income.
 Liquidity and Capital Resources
      71




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##### Table of Contents



Cash Flows and Working Capital
  Year Ended December 31,2007
    
    
    2008
    
    
    2009(in thousands)Net cash provided by (used in) operating activities
    
    $
    (59,477
    )
    
    $
    (32,082
    )
    
    $
    101,150Net cash used in investing activities
    
    
    (225,284
    )
    
    
    (118,523
    )
    
    
    (156,377
    )Net cash provided by financing activities
    
    
    249,899
    
    
    
    222,950
    
    
    
    329,036Effect of exchange rate changes
    
    
    1,178
    
    
    
    183
    
    
    
    25Net increase (decrease) in cash and cash equivalents
    
    
    (33,684
    )
    
    
    72,528
    
    
    
    273,834Cash and cash equivalents at the beginning of the year
    
    
    93,380
    
    
    
    59,696
    
    
    
    132,224Cash and cash equivalents at the end of the year
    
    $
    59,696
    
    
    $
    132,224
    
    
    $
    406,058
 Operating Activities
    72




---



##### Table of Contents



Investing Activities
    Financing Activities
     73




---



##### Table of Contents



Restrictions on Cash Dividends
  Borrowings
     74




---



##### Table of Contents




  75




---



##### Table of Contents



Capital Expenditures
  Recent Accounting Pronouncements
    76




---



##### Table of Contents



77




---



##### Table of Contents



Research and Development
     78




---



##### Table of Contents



Trend Information
  Off-Balance Sheet Commitments and Arrangements
   79




---



##### Table of Contents



Contractual Obligations and Commercial Commitments
  Payment Due by PeriodLess than
    
    
    
    
    
    
    
    
    
    
    More thanTotal
    
    
    1 Year
    
    
    1-3 Years
    
    
    3-5 Years
    
    
    5 Years(in thousands)Long-term borrowings(1)
    
    $
    182,516
    
    
    
    
    
    
    $
    65,239
    
    
    $
    117,277
    
    
    
    Purchase obligations(2)
    
    
    4,826,930
    
    
    
    595,382
    
    
    
    1,144,300
    
    
    
    1,007,053
    
    
    
    2,080,195Convertible senior notes(3)
    
    
    143,637
    
    
    
    5,520
    
    
    
    138,117
    
    
    
    
    
    
    
    Other long-term liabilities reflected
on our balance sheet(4)
    
    
    38,433
    
    
    
    
    
    
    
    17,410
    
    
    
    
    
    
    
    21,023Total
    
    $
    5,191,516
    
    
    $
    600,902
    
    
    $
    1,365,066
    
    
    $
    1,124,330
    
    
    $
    2,101,218
 
 (1)
    
    Includes interests that are derived using an average rate of 4.96% per annum for long-term
borrowings.(2)
    
    Consists of raw material and equipment purchase commitments and operating lease commitments.(3)
    
    Includes interests that are derived using the coupon rate of 4% per annum for convertible
senior notes. The convertible senior notes will mature on July 15, 2013 and the holders may
require us to early redeem the convertible senior notes on July 15, 2011.(4)
    
    Consists of accrued warranty costs for solar modules.  3⁄4 3⁄4 3⁄4 3⁄4 3⁄4
 Safe Harbor
   80




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##### Table of Contents



Item 6. Directors, Senior Management and Employees
 Directors and Senior Management
  Directors and Executive Officers
    
    Age
    
    Position/TitleJifan Gao
    
    45
    
    Chairman and Chief Executive OfficerSean Hsiyuan Tzou
    
    52
    
    Director and Chief Operating OfficerLiping Qiu
    
    45
    
    DirectorJerome Corcoran
    
    60
    
    Independent DirectorJunfeng Li
    
    53
    
    Independent DirectorPeter Mak
    
    48
    
    Independent DirectorQian Zhao
    
    41
    
    Independent DirectorTerry Wang
    
    50
    
    Chief Financial OfficerSuping Chen
    
    44
    
    Vice President of Manufacturing, East CampusBenjamin Hill
    
    39
    
    Vice President of Sales and Marketing (Europe)Qiang Huang
    
    36
    
    Vice President of TechnologyChen Chung Yu
    
    44
    
    Vice President of ManufacturingYu Zhu
    
    35
    
    Vice President of Project DevelopmentDiming Qiu
    
    69
    
    Head of Technology Committee
  81




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##### Table of Contents



Directors
 Mr. Jifan Gao
 Mr. Sean Hsiyuan Tzou
 Mr. Liping Qiu
  82




---



##### Table of Contents



Independent Directors
 Mr. Jerome Corcoran
 Mr. Junfeng Li
 Mr. Peter Mak
  83




---



##### Table of Contents



Mr. Qian Zhao
 Executive Officers
 Mr. Terry Wang
 Dr. Suping Chen
 Mr. Benjamin Hill
  84




---



##### Table of Contents



Dr. Qiang Huang
 Mr. Chen Chung Yu
 Mr. Yu Zhu
 Mr. Diming Qiu
 Compensation of Directors and Executive Officers
 Compensation of Directors and Executive Officers
   85




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##### Table of Contents



Share Incentive Plan
   Administration.
 Awards.
 
    
    Options.Options provide for the right to purchase our ordinary shares at a
specified price, and usually will become exercisable at the discretion of our
compensation committee in one or more installments after the grant date. The option
exercise price may be paid in cash, by check, our ordinary shares which have been held
by the option holder for such time as may be required to avoid adverse accounting
treatment, other property with value equal to the exercise price, through a broker
assisted cash-less exercise or such other methods as our compensation committee may
approve from time to time.
 
    
    Restricted Shares.A restricted share award is the grant of our ordinary shares at
a price determined by our compensation committee. A restricted share is
nontransferable, unless otherwise determined by our compensation committee at the time
of award and may be repurchased by us upon termination of employment or service during
a restricted period. Our compensation committee shall also determine in the award
agreement whether the participant will be entitled to vote the restricted shares or
receive dividends on such shares.
 
    
    Restricted Share Units.Restricted share units represent the right to receive our
ordinary shares at a specified date in the future, subject to forfeiture of such right.
If the restricted share unit has not been forfeited, then on the date specified in the
award agreement we shall deliver to the holder unrestricted ordinary shares, which will
be freely transferable.
  86




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##### Table of Contents



Termination of Plan.
 Restricted Shares
  Restricted Share Award Agreement
 Vesting Schedule
 Transfer Restrictions
 Dividend and Voting Rights
 Repurchase of Restricted Shares
 Third-Party Acquisition
  87




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##### Table of Contents



PurchaseDirectors and
    
Restricted
    
    
Price
    
    
    
    
    
    
    End of VestingExecutive Officers
    
Shares Held
    
    
($ per share)
    
    
    Date of Grant

    
    PeriodJifan Gao
    
    *
    
    
    0.00001
    
    
    April 11, 2008/
    
    April 11, 2013/May 14, 2009
    
    May 14, 2014Sean Hsiyuan Tzou
    
    *
    
    
    0.00001
    
    
    August 15, 2007/
    
    August 15, 2012/April 11, 2008/
    
    April 11, 2013/May 14, 2009
    
    May 14, 2014/November 20, 2009
    
    January 1, 2011Jerome Corcoran
    
    *
    
    
    0.00001
    
    
    January 1, 2007/
    
    January 1, 2010/October 1, 2007/
    
    January 1, 2010/January 1, 2010
    
    January 1, 2013Junfeng Li
    
    *
    
    
    0.00001
    
    
    November 9, 2007
    
    November 9, 2010Peter Mak
    
    *
    
    
    0.00001
    
    
    January 1, 2007/
    
    January 1, 2010/October 1, 2007/
    
    January 2, 2010/January 1, 2010
    
    January 1, 2013Liping Qiu
    
    *
    
    
    0.00001
    
    
    July 24, 2006/
    
    July 24, 2009/July 7, 2008
    
    July 7, 2011Qian Zhao
    
    *
    
    
    0.00001
    
    
    October 1, 2007
    
    May 18, 2010Terry Wang
    
    *
    
    
    0.00001
    
    
    January 28, 2008/
    
    January 28, 2013/May 14, 2009/
    
    May 14, 2014/November 20, 2009
    
    January 1, 2011Suping Chen
    
    *
    
    
    0.00001
    
    
    November 1, 2008/
    
    November 1, 2013/May 14, 2009
    
    May 14, 2014Benjamin Hill
    
    *
    
    
    0.00001
    
    
    May 1, 2009
    
    May 1, 2014Qiang Huang
    
    *
    
    
    0.00001
    
    
    November 1, 2008/
    
    November 1, 2013/May 14, 2009
    
    May 14, 2014Chen Chung Yu
    
    *
    
    
    0.00001
    
    
    August 15, 2007/
    
    August 15, 2012/April 11, 2008/
    
    April 11, 2013/May 14, 2009/
    
    May 14, 2014/October 1, 2009
    
    October 1, 2012Yu Zhu
    
    *
    
    
    0.00001
    
    
    July 24, 2006/
    
    July 24, 2011/April 11, 2008/
    
    April 11, 2013/May 14, 2009
    
    May 14, 2014Diming Qiu
    
    *
    
    
    0.00001
    
    
    July 24, 2006/
    
    July 24, 2011/April 11, 2008/
    
    April 11, 2013/May 14, 2009
    
    May 14, 2014Directors and executive officers
as a group
    
    19,486,582Other individuals
    
    6,628,396/
    
    
    0.00001
    
    
    July 24, 2006/
    
    July 24, 2011/as a group
    
    20,000/
    
    
    
    
    
    January 1, 2007/
    
    January 1, 2012/600,000/
    
    
    
    
    
    August 15, 2007/
    
    August 15, 2012/1,740,000/
    
    
    
    
    
    October 1, 2007/
    
    October 1, 2012/1,440,000/
    
    
    
    
    
    January 1, 2008/
    
    January 1, 2013/787,415/
    
    
    
    
    
    March 2, 2008/
    
    March 2, 2013/255,000/
    
    
    
    
    
    March 18, 2008/
    
    March 18, 2013/160,000/
    
    
    
    
    
    April 1, 2008/
    
    April 1, 2013/1,693,994/
    
    
    
    
    
    April 11, 2008/
    
    April 11, 2013/170,000/
    
    
    
    
    
    May 23, 2008/
    
    May 23, 2013/170,000/
    
    
    
    
    
    September 1, 2008/
    
    September 1, 2013/425,000/
    
    
    
    
    
    December 1, 2008/
    
    December 1, 2013/500,000/
    
    
    
    
    
    April 1, 2009/
    
    April 1, 2014/3,709,893/
    
    
    
    
    
    May 14, 2009/
    
    May 14, 2014/500,000/
    
    
    
    
    
    May 15, 2009/
    
    May 15, 2014/500,000/
    
    
    
    
    
    July 1, 2009/
    
    July 1, 2014/500,000/
    
    
    
    
    
    October 1, 2009/
    
    October 1, 2014/500,000/
    
    
    
    
    
    November 1, 2009/
    
    November 1, 2014/500,000/
    
    
    
    
    
    December 1, 2009/
    
    December 1, 2014/1,000,000/
    
    
    
    
    
    February 1, 2010/
    
    February 1, 2015/2,000,000
    
    
    
    
    
    March 1, 2010
    
    March 1, 2015
 
 *
    
    Upon vesting of all restricted shares, would beneficially own 1% or less of our ordinary
shares.  88




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##### Table of Contents



Share Options
  Option Agreement.
 Vesting Schedule.
 Option Exercise.
 Termination of Options.
  89




---



##### Table of Contents



OrdinarySharesUnderlying
    
    
ExerciseOutstanding
    
    
PriceDirectors and Executive Officers
    
Options
    
    
($ per ADS)
    
    
    Date of Grant

    

Final Expiration DateJifan Gao
    
    *
    
    
    16.275
    
    
    April 11, 2008/
    
    April 11, 2011/7.42
    
    
    May 14, 2009
    
    May 14, 2012Sean Hsiyuan Tzou
    
    *
    
    
    16.275
    
    
    April 11, 2008/
    
    April 11, 2011/7.42
    
    
    May 14, 2009
    
    May 14, 2012Jerome Corcoran
    
    
    
    
    
    
    

    

    

    Junfeng Li
    
    
    
    
    
    
    

    

    

    Peter Mak
    
    
    
    
    
    
    

    

    

    Liping Qiu
    
    
    
    
    
    
    

    

    

    Qian Zhao
    
    
    
    
    
    
    

    

    

    Terry Wang
    
    *
    
    
    21.71
    
    
    January 28, 2008/
    
    January 28, 2011/7.42
    
    
    May 14, 2009
    
    May 14, 2012Suping Chen
    
    *
    
    
    7.42
    
    
    May 14, 2009
    
    May 14, 2012Benjamin Hill
    
    
    
    
    
    
    

    

    

    Qiang Huang
    
    *
    
    
    7.42
    
    
    May 14, 2009
    
    May 14, 2012Chen Chung Yu
    
    *
    
    
    16.275
    
    
    April 11, 2008/
    
    April 11, 2011/7.42
    
    
    May 14, 2009
    
    May 14, 2012Yu Zhu
    
    *
    
    
    16.275
    
    
    April 11, 2008/
    
    April 11, 2011/7.42
    
    
    May 14, 2009
    
    May 14, 2012Diming Qiu
    
    *
    
    
    16.275
    
    
    April 11, 2008/
    
    April 11, 2011/7.42
    
    
    May 14, 2009
    
    May 14, 2012Directors and executive
officers as a group
    
    11,501,354Other individuals as a group
    
    376,851/
    
    
    17.07/
    
    
    March 2, 2008/
    
    March 2, 2011/3,783,544/
    
    
    16.275
    
    
    April 11, 2008/
    
    April 11, 2011/7,528,106
    
    
    7.42
    
    
    May 14, 2009
    
    May 14, 2012
 *
    
    Upon exercise of all share options, would beneficially own 1% or less of our ordinary shares. Board Practices
 Board of Directors
   90




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##### Table of Contents



Committees of the Board of Directors
  Audit Committee
  
    
    selecting the independent auditors and pre-approving all auditing and non-auditing
services permitted to be performed by the independent auditors;
 
    
    reviewing with the independent auditors any audit problems or difficulties and
managements response;
 
    
    reviewing and approving all proposed related party transactions, as defined in Item 404
of Regulation S-K under the Securities Act;
 
    
    discussing the annual audited financial statements with management and the independent
auditors;
 
    
    reviewing major issues as to the adequacy of our internal controls and any special audit
steps adopted in light of material control deficiencies; and
 
    
    meeting separately and periodically with management and the independent auditors.
  Compensation Committee
  
    
    reviewing and recommending to the board the compensation of our directors; and
 
    
    reviewing periodically and approving any long-term incentive compensation or equity
plans, programs or similar arrangements, annual bonuses, employee pension and welfare
benefit plans.
  91




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##### Table of Contents



Corporate Governance and Nominating Committee
  
    
    identifying and recommending qualified candidates to the board for selection of
directors nominees for election or re-election to the board of directors, or for
appointment to fill any vacancy;
 
    
    reviewing annually with the board of directors the current composition of the board of
directors with regards to characteristics such as independence, age, skills, experience and
availability of service to us;
 
    
    advising the board of directors periodically with regard to significant developments in
the law and practice of corporate governance as well as our compliance with applicable laws
and regulations, and making recommendations to the board of directors on all matters of
corporate governance and on any remedial actions to be taken; and
 
    
    monitoring compliance with our code of business conduct and ethics, including reviewing
the adequacy and effectiveness of our procedures to ensure proper compliance.
  Duties of Directors
  Employment Agreements
   92




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##### Table of Contents



Employees
   Share Ownership
  
    
    each of our directors and executive officers; and
    
    each person known to us to own beneficially more than 5% of our shares.
 Ordinary SharesBeneficially Owned(1)(2)
    
    
    %Directors and Executive Officers:Jifan Gao(3)
    
    
    245,403,108
    
    
    
    7.03Sean Hsiyuan Tzou
    
    
    *
    
    
    
    *Liping Qiu
    
    
    *
    
    
    
    *Jerome Corcoran
    
    
    *
    
    
    
    *Junfeng Li
    
    
    *
    
    
    
    *Peter Mak
    
    
    *
    
    
    
    *Qian Zhao
    
    
    *
    
    
    
    *Terry Wang
    
    
    *
    
    
    
    *Suping Chen
    
    
    *
    
    
    
    *Benjamin Hill
    
    
    *
    
    
    
    *Qiang Huang
    
    
    *
    
    
    
    *Cheng Chung Yu
    
    
    *
    
    
    
    *Yu Zhu
    
    
    *
    
    
    
    *Diming Qiu
    
    
    *
    
    
    
    *All
Directors and Executive Officers as a Group(4)
    
    
    250,899,621
    
    
    
    7.18Principal Shareholders:Wonder World
Limited(5)
    
    
    242,587,083
    
    
    
    6.94
 
 *
    
    The person beneficially owns less than 1% of our outstanding ordinary shares.(1)
    
    Beneficial ownership is determined in accordance with Rule 13d-3 of the General Rules and
Regulations under the Exchange Act and includes voting or investment power with respect to the
securities.  93




---



##### Table of Contents



(2)
    
    The percentage of beneficial ownership is calculated by dividing the number of shares
beneficially owned by such person or group by 3,493,062,191 ordinary shares, being the number
of shares outstanding as of March 11, 2010.(3)
    
    Includes 143,250 ordinary shares converted from restricted shares, 242,587,083 ordinary
shares held by Wonder World Limited, a Cayman Islands company wholly owned by The Gao Trust,
of which Mr. Gao is the settler and the sole member of the management committee, 2,672,775
ordinary shares held by Ms. Chunyan Wu. Mr. Gaos business address is No. 2 Tian He Road,
Electronics Park, New District, Changzhou, Jiangsu 213031, Peoples Republic of China.(4)
    
    The business address of directors and officers is No. 2, Tian He Road, Electronics Park, New
District, Changzhou Jiangsu 213031, Peoples Republic of China.(5)
    
    Wonder World Limited is a company incorporated in the Cayman Islands and wholly owned by The
Gao Trust. The management committee of The Gao Trust consists of the settlor, Mr. Jifan Gao.
The trustee of The Gao Trust is Merrill Lynch Bank and Trust Company (Cayman) Limited. Mr.
Gaos business address is No. 2 Tian He Road, Electronics Park, New District, Changzhou,
Jiangsu 213031, Peoples Republic of China.    94




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##### Table of Contents



Item 7. Major Shareholders and Related Party Transactions
 Major Shareholders
 3⁄4
 Related Party Transactions
 Transactions with Certain Directors, Shareholders and Affiliates
 Director and Shareholder Cash Advances
  Loans and Guarantees
   
    
    In February 2006, Changzhou Fulai Property Development Co., Ltd. entered into an
agreement with Bank of Agriculture and us to guarantee up to RMB64.0 million ($9.4
million) for our short-term borrowings that expired in February 2008.
    
    In May 2007, Jiangsu Jiuzhou Investment Group Co., Ltd. entered into an agreement
with Agriculture Bank of China and us to guarantee up to RMB70 million ($10.3 million),
$5.0 million and EUR4.0 million ($5.6 million) for our short-term borrowings, which
expired in August 2007.
   95




---



##### Table of Contents



Purchase Contract
  Sun Era
    96




---



##### Table of Contents



Employment Agreements
  Share Incentive Plan
  Related Party Transaction Policy
  Interests of Experts and Counsel
  
 Item 8. Financial Information
 Consolidated Statements and Other Financial Information
  Legal and Administrative Proceedings
   Dividend Policy
   97




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##### Table of Contents



Significant Changes
  
 Item 9. The Offer and Listing
 Offering and Listing Details.
   Sales PriceHigh
    
    
    LowAnnual High and Low2006 (from December 19, 2006)
    
    $
    10.14
    
    
    $
    9.452007
    
    
    35.43
    
    
    
    9.042008
    
    
    27.51
    
    
    
    2.862009
    
    
    27.79
    
    
    
    2.98Quarterly High and LowFirst Quarter 2008
    
    
    27.51
    
    
    
    13.94Second Quarter 2008
    
    
    25.57
    
    
    
    15.32Third Quarter 2008
    
    
    16.98
    
    
    
    11.26Fourth Quarter 2008
    
    
    12.06
    
    
    
    2.86First Quarter 2009
    
    
    6.16
    
    
    
    2.98Second Quarter 2009
    
    
    13.77
    
    
    
    5.46Third Quarter 2009
    
    
    17.79
    
    
    
    10.64Fourth Quarter 2009
    
    
    27.79
    
    
    
    14.79Monthly High and LowSeptember 2009
    
    
    17.79
    
    
    
    12.18October 2009
    
    
    18.30
    
    
    
    14.79November 2009
    
    
    23.29
    
    
    
    17.10December 2009
    
    
    27.79
    
    
    
    23.61January 2010
    
    
    30.78
    
    
    
    20.93February 2010
    
    
    26.75
    
    
    
    19.53March 2010 (through March 16, 2010)
    
    
    24.95
    
    
    
    22.15
  98




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##### Table of Contents



Plan of Distribution
  Markets
  Selling Shareholders
  Dilution
  Expenses of the Issue
  
 Item 10. Additional Information
 Share Capital
  Memorandum and Articles of Association
  Registered Office and Objects
   99




---



##### Table of Contents



Board of Directors
  Ordinary Shares
  General
 Dividends
 Voting Rights
  100




---



##### Table of Contents



Transfer of Shares
  provided however
 Liquidation
  101




---



##### Table of Contents



Calls on Shares and Forfeiture of Shares
 Redemption of Shares
 Variations of Rights of Shares
 Inspection of Register of Members
 Designations and Classes of Shares
  102




---



##### Table of Contents



Material Contracts
  Exchange Controls
  Taxation
 Cayman Islands Taxation
  Peoples Republic of China Taxation
 , , .
   103




---



##### Table of Contents



U.S. Federal Income Taxation
   
    
    banks;
 
    
    financial institutions;
 
    
    insurance companies;
 
    
    broker dealers;
 
    
    regulated investment companies and real estate investment trusts;
 
    
    traders that elect to mark to market;
 
    
    tax-exempt entities;
 
    
    persons liable for alternative minimum tax;
  104




---



##### Table of Contents




    
    persons holding notes, ADSs or ordinary shares as part of a straddle, hedging,
constructive sale, conversion or integrated transaction;
 
    
    persons whose functional currency is not the U.S. dollar;
 
    
    persons that actually or constructively own 10% or more of our voting shares;
 
    
    persons who acquired notes, ADSs or ordinary shares pursuant to the exercise of any
employee share option or otherwise as consideration; or
 
    
    persons holding notes, ADSs or ordinary shares through partnerships or other
pass-through entities for U.S. federal income tax purposes.
 U.S. Holders are urged to consult their tax advisors about the application of the U.S. federal tax
rules to their particular circumstances as well as the state and local and foreign tax consequences
to them of the purchase, ownership and disposition of notes, ADSs or ordinary shares.
  
    
    a citizen or individual resident of the United States;
 
    
    a corporation (or other entity taxable as a corporation for U.S. federal income tax
purposes) organized under the laws of the United States, any State or the District of
Columbia;
 
    
    an estate whose income is subject to U.S. federal income taxation regardless of its
source; or
 
    
    a trust that (1) is subject to the supervision of a court within the United States
and the control of one or more U.S. persons or (2) has a valid election in effect under
applicable U.S. Treasury regulations to be treated as a U.S. person.
  Taxation of Notes
 Payment of Interest
   105




---



##### Table of Contents



Additional Interest
   Disposition of Notes
 Conversion of Notes Taxation of ADSs and Ordinary SharesPassive Foreign
Investment Company
 Taxation of ADSs and Ordinary SharesPassive Foreign Investment Company,
  106




---



##### Table of Contents



Premium
  Market Discount
 de minimis
  Conversion of Notes
   107




---



##### Table of Contents



Possible Effect of the Change in Conversion Consideration
  Constructive Distributions
 bona fide bona fide Taxation of ADSs and Ordinary
SharesTaxation of Dividends and other Distributions on the ADSs or Ordinary Shares Taxation of ADSs and Ordinary SharesTaxation
of Dividends and other Distributions on the ADSs or Ordinary Shares
 Taxation of ADSs and Ordinary Shares
    108




---



##### Table of Contents



Taxation of Dividends and Other Distributions on the ADSs or Ordinary Shares
  The
dividends we receive from our PRC subsidiaries and our global income may be subject to PRC tax
under the new EIT law, which would have a material adverse effect on our results of operations; our
foreign ADS holders may be subject to a PRC withholding tax upon the dividends payable by us and
upon gains realized on the sale of our ADSs, if we are classified as a PRC resident enterprise
   109




---



##### Table of Contents



Taxation of Disposition of ADSs or Ordinary Shares
  Passive Foreign Investment Company
  
    
    at least 75% of its gross income is passive income, or the income test, or
 
    
    at least 50% of the value of its assets (based on an average of the quarterly values
of the assets during a taxable year) is attributable to assets that produce or are held
for the production of passive income, or the asset test.
    110




---



##### Table of Contents




    
    the excess distribution or gain will be allocated ratably over your holding period
for the ADSs or ordinary shares,
 
    
    the amount allocated to the current taxable year, and any taxable year prior to the
first taxable year in which we became a PFIC, will be treated as ordinary income, and
 
    
    the amount allocated to each other taxable year will be subject to the highest tax
rate in effect for that taxable year and the interest charge generally applicable to
underpayments of tax will be imposed on the resulting tax attributable to each such
taxable year.
    111




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de minimis
   Information Reporting and Backup Withholding
   Dividends and Paying Agents
  Statement by Experts
  Documents on Display
   112




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http://www.sec.gov
  http://www.trinasolar.com
 Subsidiary Information
  
 Item 11. Quantitative and Qualitative Disclosures About Market Risk
 Inflation
   113




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Foreign Exchange Risk
 Transaction Risk
   Foreign Currency Translation Risk
    114




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Risk Management
  
  115




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Interest Rate Risk
  
 Item 12. Description of Securities Other than Equity Securities
 Debt Securities
  Warrants and Rights
  Other Securities
  American Depositary Shares
   116




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Persons depositing or withdrawing sharesmust pay:
    
    For:$5.00 (or less) per 100 ADSs (or portion
of 100 ADSs)
    
       Issuance of ADSs, including issuances
resulting from a distribution of shares or
rights or other property; or   Cancellation of ADSs for the purpose of
withdrawal, including if the deposit
agreement terminates$.02 (or less) per ADS
    
        Any cash distribution to youA fee equivalent to the fee that would
be payable if securities distributed to
you had been shares and the shares had
been deposited for issuance of ADSs
    
       Distribution of securities distributed to
holders of deposited securities that are
distributed by the depositary to ADS
holders$.02 (or less) per ADSs per calendar year
    
       Depositary servicesRegistration or transfer fees
    
       Transfer and registration of shares on our
share register to or from the name of the
depositary or its agent when you deposit
or withdraw sharesExpenses of the depositary
    
       Cable, telex and facsimile transmissions
(when expressly provided in the deposit
agreement); or   Converting foreign currency to U.S. dollarsTaxes and other governmental charges the
depositary or the custodian have to pay
on any ADS or share underlying an ADS,
for example, stock transfer taxes, stamp
duty or withholding taxes
    
       As necessaryAny charges incurred by the depositary 
or its agents for servicing the 
deposited securities
    
       As necessary
  
 
 PART II
 
 Item 13. Defaults, Dividend Arrearages and Delinquencies
  
 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
    117




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
    
    approximately $85 million for capacity expansion; and
    
    the remaining amount for general corporate purposes.
    118




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Item 15. Controls and Procedures
 Disclosure Controls and Procedures
  Managements Annual Report on Internal Control over Financial Reporting
     Attestation Report of the Registered Public Accounting Firm
   119




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Changes in Internal Controls
  
 Item 16A. Audit Committee Financial Expert
  
 Item 16B. Code of Ethics
 http://www.trinasolar.com
 
 Item 16C . Principal Accountant Fees and Services
  2008
    
    
    2009Audit fees (1)
    
    $
    1,150,000
    
    
    $
    973,902Audit-related fees(2)
    
    $
    368,654
    
    
    $
    151,103Tax fees(3)
    
    $
    96,501
    
    
    $
    185,552All other fees
    
    
    
    
    
    
    
 
 (1)
    
    Audit fees means the aggregate fees billed in each of the fiscal years listed for
professional services rendered by our principal auditors for the audit of our annual financial
statements.(2)
    
    Audit-related fees means the aggregate fees billed in each of the fiscal years listed for
assurance and related services by our principal auditors that are reasonably related to the
performance of the audit or review of our financial statements and are not reported under
Audit fees. Services comprising the fees disclosed under the category of Audit-related
fees in 2008 involve principally the issuance of a comfort letter, providing listing advice
in connection with our public offering of convertible senior notes. Services comprising the
fees disclosed under the category of Audit-related fees in 2009 involve principally the
issuance of a comfort letter, providing listing advice in connection with our follow-on public
offering.(3)
    
    Tax fees means the aggregate fees billed in each of the fiscal years listed for
professional services rendered by our principal auditors for tax compliance, tax advice, and
tax planning.  120




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de minimus
 
 Item 16D. Exemptions from the Listing Standards for Audit Committees
  
 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
  
 Item 16F. Change in Registrants Certifying Accountant
  
 Item 16G. Corporate Governance
  
 PART III
 
 Item 17. Financial Statements
  
 Item 18. Financial Statements
  
 Item 19. Exhibits
 1.1
    *
    
    Amended and Restated Memorandum and Articles of Association of the Registrant2.1
    
    
    Registrants Form American Depositary Receipt (included in Exhibit 2.3)2.2
    
    
    Registrants Specimen Certificate for Ordinary Shares (incorporated by
reference to Exhibit 4.2 of our Registration Statement on Form F-1 (file No.
333-142970) filed with the Securities and Exchange Commission on May 15,
2007)2.3
    
    
    Deposit Agreement among the Registrant, the depositary and holder of the
American Depositary Shares (incorporated by reference to Exhibit 1 of our
Post-Effective Amendment No. 1 to the Registration Statement on Form F-6
(file No. 333-139161) filed with the Securities and Exchange Commission on
November 21, 2008)2.4
    
    
    Form of Share Transfer Agreement relating to Trina China between the
Registrant and other parties therein dated March 28, 2006 (incorporated by
reference to Exhibit 4.4 of our Registration Statement on Form F-1 (file No.
333-142970) filed with the Securities and Exchange Commission on May 15,
2007)2.5
    
    
    Amended and Restated Series A Preferred Share Purchase Agreement among the
Registrant, Trina China and other parties therein dated May 19, 2006
(incorporated by reference to Exhibit 4.5 of our Registration Statement on
Form F-1 (file No. 333-142970) filed with the Securities and Exchange
Commission on May 15, 2007)
  121




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##### Table of Contents



2.6
    
    
    Amended and Restated Shareholders Agreement among the Registrant, Trina
China and other parties therein dated May 30, 2006 (incorporated by
reference to Exhibit 4.6 of our Registration Statement on Form F-1 (file No.
333-142970) filed with the Securities and Exchange Commission on May 15,
2007)2.7
    
    
    Amendment to the Amended and Restated Shareholders Agreement among the
Registrant, Trina China and other parties therein dated December 7, 2006
(incorporated by reference to Exhibit 4.7 of our Registration Statement on
Form F-1 (file No. 333-142970) filed with the Securities and Exchange
Commission on May 15, 2007)2.8
    
    
    First Supplemental Indenture dated as of July 23, 2008 between Wilmington
Trust Company and the Registrant (incorporated by reference to Exhibit 4.1
of the Report of Foreign Private Issuer on Form 6-K filed by Trina Solar
Limited on July 23, 2008).2.9
    
    
    Rights Agreement dated as of November 21, 2008 between Trina Solar Limited
and The Bank of New York Mellon, as Rights Agent (incorporated by reference
to Exhibit 4.1 of the Report of Foreign Private Issuer on Form 6-K filed by
Trina Solar Limited on November 21, 2008).4.1
    
    
    Amended and Restated Share Incentive Plan (incorporated by reference to
Exhibit 10.1 of our Registration Statement on Form S-8 (file No. 333-157831)
filed with the Securities and Exchange Commission on March 11, 2009)4.2
    
    
    Form of Indemnification Agreement between the Registrant and its officers
and directors (incorporated by reference to Exhibit 10.2 of our Registration
Statement on Form F-1 (file No. 333-142970) filed with the Securities and
Exchange Commission on May 15, 2007)4.3
    
    
    Form of Employment Agreement between the Registrant and a Senior Executive
Officer of the Registrant (incorporated by reference to Exhibit 10.3 of our
Registration Statement on Form F-1 (file No. 333-142970) filed with the
Securities and Exchange Commission on May 15, 2007)4.4
    
    
    Form of Tax Indemnification Agreement between the Registrant and Former
Shareholders dated as of September 15, 2006 (incorporated by reference to
Exhibit 10.4 of our Registration Statement on Form F-1 (file No. 333-142970)
filed with the Securities and Exchange Commission on May 15, 2007)4.5
    
    
    Form of Loan Agreement between Trina China and Bank of Communications
(incorporated by reference to Exhibit 10.5 of our Registration Statement on
Form F-1 (file No. 333-142970) filed with the Securities and Exchange
Commission on May 15, 2007)4.6
    
    
    Form of Guarantee Agreement between the Guarantor and Bank of Communications
for Long-term Loans (incorporated by reference to Exhibit 10.6 of our
Registration Statement on Form F-1 (file No. 333-142970) filed with the
Securities and Exchange Commission on May 15, 2007)4.7
    
    
    Form of Guarantee Agreement between the Guarantor and Bank of Communications
for Short-term Loans (incorporated by reference to Exhibit 10.7 of our
Registration Statement on Form F-1 (file No. 333-142970) filed with the
Securities and Exchange Commission on May 15, 2007)4.8
    
    
    Form of Short-term Loan Agreement between Trina China and Agriculture Bank
of China (incorporated by reference to Exhibit 10.8 of our Registration
Statement on Form F-1 (file No. 333-142970) filed with the Securities and
Exchange Commission on May 15, 2007)4.9
    
    
    Form of Guarantee Agreement between the Guarantor and Agriculture Bank of
China for Short-term Loans (incorporated by reference to Exhibit 10.9 of our
Registration Statement on Form F-1 (file No. 333-142970) filed with the
Securities and Exchange Commission on May 15, 2007)4.10
    
    
    Form of Maximum Guarantee Agreement between Guarantors and Agriculture Bank
of China for Short-term Loans (incorporated by reference to Exhibit 10.10 of
our Registration Statement on Form F-1 (file No. 333-142970) filed with the
Securities and Exchange Commission on May 15, 2007)4.11
    
    
    Form of Counter-guarantee Agreement between Guarantors and Changzhou City
Hengtai Investment Co., Ltd. for Maximum Guarantee (incorporated by
reference to Exhibit 10.11 of our Registration Statement on Form F-1 (file
No. 333-142970) filed with the Securities and Exchange Commission on May 15,
2007)4.12
    
    
    Form of Security Agreement between Trina China and Changzhou City Hengtai
Investment Co., Ltd. for Maximum Guarantee (incorporated by reference to
Exhibit 10.12 of our Registration Statement on Form F-1 (file No.
333-142970) filed with the Securities and Exchange Commission on May 15,
2007)4.13
    
    
    Credit Line Agreement between Trina China and Bank of China dated August 28,
2007 (incorporated by reference to Exhibit 4.13 of our Annual Report on Form
20-F filed with the Securities and Exchange Commission on June 26, 2008)4.14
    
    
    Maximum Amount Guarantee between Bank of China and Changzhou City Hengtai
Investment Co., Ltd., dated January 31, 2008 (incorporated by reference to
Exhibit 4.14 of our Annual Report on Form 20-F filed with the Securities and
Exchange Commission on June 26, 2008)
  122




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4.15
    
    
    Counter-guarantee (Maximum Amount Guarantee Contract) between Jifan Gao and
Changzhou City Hengtai Investment Guarantee Co., Ltd. dated January 28, 2008
(incorporated by reference to Exhibit 4.15 of our Annual Report on Form 20-F
filed with the Securities and Exchange Commission on June 26, 2008)4.16
    
    
    Supply Contract and Distribution Agreement between Trina China and IBC SOLAR
AG dated May 26, 2007 (incorporated by reference to Exhibit 4.16 of our
Annual Report on Form 20-F filed with the Securities and Exchange Commission
on June 26, 2008)4.17
    
    
    Equipment Supply Contract between Trina China and Meyer Burger AG dated May
30, 2007 and the amendment dated September 17, 2007 (incorporated by
reference to Exhibit 4.17 of our Annual Report on Form 20-F filed with the
Securities and Exchange Commission on June 26, 2008)4.18
    
    
    Equipment Supply Contract between Trina China and Meyer Burger AG dated
August 8, 2007 and the amendment dated September 17, 2007 (incorporated by
reference to Exhibit 4.18 of our Annual Report on Form 20-F filed with the
Securities and Exchange Commission on June 26, 2008)4.19
    
    
    Polysilicon Supply Agreement between Jiangsu Zhongneng Polysilicon
Technology Development Co., Ltd. and Trina China dated March 29, 2008
(incorporated by reference to Exhibit 4.19 of our Annual Report on Form 20-F
filed with the Securities and Exchange Commission on June 26, 2008)4.20
    
    
    Supplemental Polysilicon Supply Agreement between Jiangsu Zhongneng
Polysilicon Technology Development Co., Ltd. and Trina China dated August
19, 2008 (incorporated by reference to Exhibit 4.20 of our Annual Report on
Form 20-F filed with the Securities and Exchange Commission on April 30,
2009)4.21
    
    
    ADS Lending Agreement, dated July 17, 2008, among Credit Suisse Securities
(Europe) Limited, Credit Suisse, London Branch, and the Registrant
(incorporated by reference to Exhibit 99.1 of the Report of Foreign Private
Issuer on Form 6-K filed by Trina Solar Limited on July 23, 2008).4.22
    
    
    Standstill Agreement dated as of November 21, 2008 between the Registrant
and Jifan Gao (incorporated by reference to Exhibit 4.2 of the Report of
Foreign Private Issuer on Form 6-K filed by Trina Solar Limited on November
21, 2008).4.23
    *
    
    Supplemental Polysilicon Supply Agreement II between Jiangsu Zhongneng
Polysilicon Technology Development Co., Ltd. and Trina China dated August
24, 20094.24
    *
    
    Syndicated Loan Agreement among Trina China, Agricultural Bank of China and
various parties mentioned therein dated September 28, 20094.25
    *
    
    Maximum Amount Property Mortgage Contract between Trina China and
Agricultural Bank of China dated September 28, 20094.26
    *
    
    Letter of Guarantee and Undertaking entered into among Trina, Agricultural
Bank of China and various parties mentioned therein dated September 28, 2009
(included in Exhibit 4.24)4.27
    *
    
    Letter of Guarantee entered into among Jifan Gao, Chunyan Wu, Agricultural
Bank of China and various parties mentioned therein dated September 28, 2009
(included in Exhibit 4.24)8.1
    *
    
    Subsidiaries of the Registrant11.1
    
    
    Code of Business Conduct and Ethics of the Registrant (incorporated by
reference to Exhibit 99.1 of our Registration Statement on Form F-1 (file
No. 333-139144) filed with the Securities and Exchange Commission on
December 19, 2006)12.1
    *
    
    CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 200212.2
    *
    
    CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 200213.1
    *
    
    CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 200213.2
    *
    
    CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 200215.1
    *
    
    Consent of Deloitte Touche Tohmatsu CPA Ltd.
 
 *
    
    Filed with this annual report on Form 20-F
    
    Confidential treatment is being requested with respect to portions of this exhibit and such
confidential treatment portions have been deleted and replaced with **** and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934.  123




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SIGNATURES
  Trina Solar LimitedBy:

/s/
Jifan GaoName:
    Jifan GaoTitle:
    Chairman and Chief Executive Officer   124




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##### Table of Contents



EXHIBIT INDEX
 1.1
    *
    
    Amended and Restated Memorandum and Articles of Association of the Registrant2.1
    
    
    Registrants Form American Depositary Receipt (included in Exhibit 2.3)2.2
    
    
    Registrants Specimen Certificate for Ordinary Shares (incorporated by
reference to Exhibit 4.2 of our Registration Statement on Form F-1 (file No.
333-142970) filed with the Securities and Exchange Commission on May 15,
2007)2.3
    
    
    Deposit Agreement among the Registrant, the depositary and holder of the
American Depositary Shares (incorporated by reference to Exhibit 1 of our
Post-Effective Amendment No. 1 to the Registration Statement on Form F-6
(file No. 333-139161) filed with the Securities and Exchange Commission on
November 21, 2008)2.4
    
    
    Form of Share Transfer Agreement relating to Trina China between the
Registrant and other parties therein dated March 28, 2006 (incorporated by
reference to Exhibit 4.4 of our Registration Statement on Form F-1 (file No.
333-142970) filed with the Securities and Exchange Commission on May 15,
2007)2.5
    
    
    Amended and Restated Series A Preferred Share Purchase Agreement among the
Registrant, Trina China and other parties therein dated May 19, 2006
(incorporated by reference to Exhibit 4.5 of our Registration Statement on
Form F-1 (file No. 333-142970) filed with the Securities and Exchange
Commission on May 15, 2007)2.6
    
    
    Amended and Restated Shareholders Agreement among the Registrant, Trina
China and other parties therein dated May 30, 2006 (incorporated by
reference to Exhibit 4.6 of our Registration Statement on Form F-1 (file No.
333-142970) filed with the Securities and Exchange Commission on May 15,
2007)2.7
    
    
    Amendment to the Amended and Restated Shareholders Agreement among the
Registrant, Trina China and other parties therein dated December 7, 2006
(incorporated by reference to Exhibit 4.7 of our Registration Statement on
Form F-1 (file No. 333-142970) filed with the Securities and Exchange
Commission on May 15, 2007)2.8
    
    
    First Supplemental Indenture dated as of July 23, 2008 between Wilmington
Trust Company and the Registrant (incorporated by reference to Exhibit 4.1
of the Report of Foreign Private Issuer on Form 6-K filed by Trina Solar
Limited on July 23, 2008).2.9
    
    
    Rights Agreement dated as of November 21, 2008 between Trina Solar Limited
and The Bank of New York Mellon, as Rights Agent (incorporated by reference
to Exhibit 4.1 of the Report of Foreign Private Issuer on Form 6-K filed by
Trina Solar Limited on November 21, 2008).4.1
    
    
    Amended and Restated Share Incentive Plan (incorporated by reference to
Exhibit 10.1 of our Registration Statement on Form S-8 (file No. 333-157831)
filed with the Securities and Exchange Commission on March 11, 2009)4.2
    
    
    Form of Indemnification Agreement between the Registrant and its officers
and directors (incorporated by reference to Exhibit 10.2 of our Registration
Statement on Form F-1 (file No. 333-142970) filed with the Securities and
Exchange Commission on May 15, 2007)4.3
    
    
    Form of Employment Agreement between the Registrant and a Senior Executive
Officer of the Registrant (incorporated by reference to Exhibit 10.3 of our
Registration Statement on Form F-1 (file No. 333-142970) filed with the
Securities and Exchange Commission on May 15, 2007)4.4
    
    
    Form of Tax Indemnification Agreement between the Registrant and Former
Shareholders dated as of September 15, 2006 (incorporated by reference to
Exhibit 10.4 of our Registration Statement on Form F-1 (file No. 333-142970)
filed with the Securities and Exchange Commission on May 15, 2007)4.5
    
    
    Form of Loan Agreement between Trina China and Bank of Communications
(incorporated by reference to Exhibit 10.5 of our Registration Statement on
Form F-1 (file No. 333-142970) filed with the Securities and Exchange
Commission on May 15, 2007)4.6
    
    
    Form of Guarantee Agreement between the Guarantor and Bank of Communications
for Long-term Loans (incorporated by reference to Exhibit 10.6 of our
Registration Statement on Form F-1 (file No. 333-142970) filed with the
Securities and Exchange Commission on May 15, 2007)4.7
    
    
    Form of Guarantee Agreement between the Guarantor and Bank of Communications
for Short-term Loans (incorporated by reference to Exhibit 10.7 of our
Registration Statement on Form F-1 (file No. 333-142970) filed with the
Securities and Exchange Commission on May 15, 2007)4.8
    
    
    Form of Short-term Loan Agreement between Trina China and Agriculture Bank
of China (incorporated by reference to Exhibit 10.8 of our Registration
Statement on Form F-1 (file No. 333-142970) filed with the Securities and
Exchange Commission on May 15, 2007)
  125




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4.9
    
    
    Form of Guarantee Agreement between the Guarantor and Agriculture Bank of
China for Short-term Loans (incorporated by reference to Exhibit 10.9 of our
Registration Statement on Form F-1 (file No. 333-142970) filed with the
Securities and Exchange Commission on May 15, 2007)4.10
    
    
    Form of Maximum Guarantee Agreement between Guarantors and Agriculture Bank
of China for Short-term Loans (incorporated by reference to Exhibit 10.10 of
our Registration Statement on Form F-1 (file No. 333-142970) filed with the
Securities and Exchange Commission on May 15, 2007)4.11
    
    
    Form of Counter-guarantee Agreement between Guarantors and Changzhou City
Hengtai Investment Co., Ltd. for Maximum Guarantee (incorporated by
reference to Exhibit 10.11 of our Registration Statement on Form F-1 (file
No. 333-142970) filed with the Securities and Exchange Commission on May 15,
2007)4.12
    
    
    Form of Security Agreement between Trina China and Changzhou City Hengtai
Investment Co., Ltd. for Maximum Guarantee (incorporated by reference to
Exhibit 10.12 of our Registration Statement on Form F-1 (file No.
333-142970) filed with the Securities and Exchange Commission on May 15,
2007)4.13
    
    
    Credit Line Agreement between Trina China and Bank of China dated August 28,
2007 (incorporated by reference to Exhibit 4.13 of our Annual Report on Form
20-F filed with the Securities and Exchange Commission on June 26, 2008)4.14
    
    
    Maximum Amount Guarantee between Bank of China and Changzhou City Hengtai
Investment Co., Ltd., dated January 31, 2008 (incorporated by reference to
Exhibit 4.14 of our Annual Report on Form 20-F filed with the Securities and
Exchange Commission on June 26, 2008)4.15
    
    
    Counter-guarantee (Maximum Amount Guarantee Contract) between Jifan Gao and
Changzhou City Hengtai Investment Guarantee Co., Ltd. dated January 28, 2008
(incorporated by reference to Exhibit 4.15 of our Annual Report on Form 20-F
filed with the Securities and Exchange Commission on June 26, 2008)4.16
    
    
    Supply Contract and Distribution Agreement between Trina China and IBC SOLAR
AG dated May 26, 2007 (incorporated by reference to Exhibit 4.16 of our
Annual Report on Form 20-F filed with the Securities and Exchange Commission
on June 26, 2008)4.17
    
    
    Equipment Supply Contract between Trina China and Meyer Burger AG dated May
30, 2007 and the amendment dated September 17, 2007 (incorporated by
reference to Exhibit 4.17 of our Annual Report on Form 20-F filed with the
Securities and Exchange Commission on June 26, 2008)4.18
    
    
    Equipment Supply Contract between Trina China and Meyer Burger AG dated
August 8, 2007 and the amendment dated September 17, 2007 (incorporated by
reference to Exhibit 4.18 of our Annual Report on Form 20-F filed with the
Securities and Exchange Commission on June 26, 2008)4.19
    
    
    Polysilicon Supply Agreement between Jiangsu Zhongneng Polysilicon
Technology Development Co., Ltd. and Trina China dated March 29, 2008
(incorporated by reference to Exhibit 4.19 of our Annual Report on Form 20-F
filed with the Securities and Exchange Commission on June 26, 2008)4.20
    
    
    Supplemental Polysilicon Supply Agreement between Jiangsu Zhongneng
Polysilicon Technology Development Co., Ltd. and Trina China dated August
19, 2008 (incorporated by reference to Exhibit 4.20 of our Annual Report on
Form 20-F filed with the Securities and Exchange Commission on April 30,
2009)4.21
    
    
    ADS Lending Agreement, dated July 17, 2008, among Credit Suisse Securities
(Europe) Limited, Credit Suisse, London Branch, and the Registrant
(incorporated by reference to Exhibit 99.1 of the Report of Foreign Private
Issuer on Form 6-K filed by Trina Solar Limited on July 23, 2008).4.22
    
    
    Standstill Agreement dated as of November 21, 2008 between the Registrant
and Jifan Gao (incorporated by reference to Exhibit 4.2 of the Report of
Foreign Private Issuer on Form 6-K filed by Trina Solar Limited on November
21, 2008).4.23
    *
    
    Supplemental Polysilicon Supply Agreement II between Jiangsu Zhongneng
Polysilicon Technology Development Co., Ltd. and Trina China dated August
24, 20094.24
    *
    
    Syndicated Loan Agreement among Trina China, Agricultural Bank of China and
various parties mentioned therein dated September 28, 20094.25
    *
    
    Maximum Amount Property Mortgage Contract between Trina China and
Agricultural Bank of China dated September 28, 20094.26
    *
    
    Letter of Guarantee and Undertaking entered into among Trina, Agricultural
Bank of China and various parties mentioned therein dated September 28, 2009
(included in Exhibit 4.24)4.27
    *
    
    Letter of Guarantee entered into among Jifan Gao, Chunyan Wu, Agricultural
Bank of China and various parties mentioned therein dated September 28, 2009
(included in Exhibit 4.24)
  126




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##### Table of Contents



8.1
    *
    
    Subsidiaries of the Registrant11.1
    
    
    Code of Business Conduct and Ethics of the Registrant (incorporated by
reference to Exhibit 99.1 of our Registration Statement on Form F-1 (file
No. 333-139144) filed with the Securities and Exchange Commission on
December 19, 2006)12.1
    *
    
    CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 200212.2
    *
    
    CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 200213.1
    *
    
    CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 200213.2
    *
    
    CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 200215.1
    *
    
    Consent of Deloitte Touche Tohmatsu CPA Ltd.
 
 *
    
    Filed with this annual report on Form 20-F
    
    Confidential treatment is being requested with respect to portions of this exhibit and such
confidential treatment portions have been deleted and replaced with **** and filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934.  127




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##### Table of Contents



INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 Reports of Independent Registered Public Accounting Firm
    
    
    F-2Consolidated Balance Sheets as of December 31, 2007, 2008 and 2009
    
    
    F-4Consolidated Statements of Operations for the Years Ended December 31, 2007, 2008 and 2009
    
    
    F-6Consolidated Statements of Shareholders Equity and Comprehensive Income for the Years Ended December 31, 2007, 2008 and 2009
    
    
    F-7Consolidated Statements of Cash Flows for the Years Ended December 31, 2007, 2008 and 2009
    
    
    F-8Notes to Consolidated Financial Statements
    
    
    F-10Additional Information  Financial Statement Schedule I
    
    
    F-45
  F-1




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##### Table of Contents



F-2




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##### Table of Contents



F-3




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##### Table of Contents



CONSOLIDATED BALANCE SHEETS
 (In U.S. dollars, except share and per share data)
 As of December 31,2007
    
    
    2008
    
    
    2009ASSETSCurrent assets:Cash and cash equivalents
    
    
    59,695,932
    
    
    
    132,223,776
    
    
    
    406,057,906Restricted cash
    
    
    103,375,481
    
    
    
    44,991,233
    
    
    
    72,005,449Investment in securities
    
    
    
    
    
    
    
    
    
    
    4,034,296Inventories
    
    
    58,547,531
    
    
    
    85,687,407
    
    
    
    81,153,759Accounts receivable, net of allowance for doubtful accounts
of $342,813, $1,810,284 and $13,859,407 as of December 31,
2007, 2008 and 2009, respectively
    
    
    72,322,559
    
    
    
    105,192,782
    
    
    
    287,950,162Current portion of advances to suppliers, net of allowance
of $2,077,151, $7,944,150 and 5,980,338 as of December 31,
2007, 2008 and 2009, respectively
    
    
    42,952,994
    
    
    
    42,247,209
    
    
    
    41,303,271Amount due from related parties
    
    
    613,925
    
    
    
    
    
    
    
    Prepaid expenses and other current assets
    
    
    4,860,257
    
    
    
    9,540,972
    
    
    
    35,012,612Current assets of discontinued operations
    
    
    33,499
    
    
    
    
    
    
    
    Total current assets
    
    
    342,402,178
    
    
    
    419,883,379
    
    
    
    927,517,455Advances to suppliers
    
    
    53,737,412
    
    
    
    130,351,513
    
    
    
    105,188,020Property, plant and equipment, net
    
    
    197,123,875
    
    
    
    357,593,802
    
    
    
    476,857,803Prepaid land use right
    
    
    5,461,529
    
    
    
    26,915,217
    
    
    
    27,422,386Deferred tax assets
    
    
    1,094,893
    
    
    
    2,807,488
    
    
    
    9,926,063Other noncurrent assets
    
    
    854,214
    
    
    
    2,564,428
    
    
    
    1,786,358TOTAL ASSETS
    
    
    600,674,101
    
    
    
    940,115,827
    
    
    
    1,548,698,085
   F-4




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##### Table of Contents



CONSOLIDATED BALANCE SHEETS
(In U.S. dollars, except share and per share data)
 As of December 31,2007
    
    
    2008
    
    
    2009LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Short-term borrowings
    
    
    163,563,089
    
    
    
    248,557,724
    
    
    
    267,427,776Accounts payable
    
    
    42,690,835
    
    
    
    62,503,917
    
    
    
    186,535,492Income tax payable
    
    
    1,405,890
    
    
    
    3,648,772
    
    
    
    12,873,979Accrued expenses and other current liabilities
    
    
    12,625,904
    
    
    
    21,003,231
    
    
    
    48,564,078Current liabilities of discontinued operations
    
    
    199,441
    
    
    
    Total current liabilities
    
    
    220,485,159
    
    
    
    335,713,644
    
    
    
    515,401,325Long-term bank borrowings
    
    
    8,214,002
    
    
    
    14,631,434
    
    
    
    182,516,037Convertible notes
    
    
    
    
    
    
    133,248,054
    
    
    
    135,122,565Accrued warranty costs
    
    
    4,486,135
    
    
    
    12,473,142
    
    
    
    21,023,381Other noncurrent liabilities
    
    
    
    
    
    
    10,993,042
    
    
    
    17,409,664Total liabilities
    
    
    233,185,296
    
    
    
    507,059,316
    
    
    
    871,472,972Commitments and contingencies (Note 17)Shareholders equity:Ordinary shares ($0.00001 par value;
73,000,000,000 shares authorized,
2,121,534,728, 2,958,183,059
and 3,488,891,196 shares issued as of
December 31, 2007, 2008 and 2009, respectively; 2,121,534,728, 2,958,183,059 and
3,486,901,296 shares outstanding as of December 31, 2007, 2008 and 2009, respectively)
    
    
    25,533
    
    
    
    29,581
    
    
    
    34,869Additional paid-in capital
    
    
    304,877,619
    
    
    
    308,898,326
    
    
    
    455,453,178Retained earnings
    
    
    51,352,188
    
    
    
    112,712,460
    
    
    
    210,296,710Accumulated other comprehensive income
    
    
    11,233,465
    
    
    
    11,416,144
    
    
    
    11,440,356Total shareholders equity
    
    
    367,488,805
    
    
    
    433,056,511
    
    
    
    677,225,113TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    
    600,674,101
    
    
    
    940,115,827
    
    
    
    1,548,698,085
   F-5




---



##### Table of Contents



CONSOLIDATED STATEMENTS OF OPERATIONS
 (In U.S. dollars, except share data)
 Year ended December 31,2007
    
    
    2008
    
    
    2009Net revenues
    
    
    301,819,197
    
    
    
    831,900,852
    
    
    
    845,135,575Cost of revenues
    
    
    234,190,737
    
    
    
    667,459,287
    
    
    
    607,981,677Gross profit
    
    
    67,628,460
    
    
    
    164,441,565
    
    
    
    237,153,898Selling expenses
    
    
    11,018,549
    
    
    
    20,302,251
    
    
    
    30,939,366General and administrative expenses
    
    
    17,817,581
    
    
    
    41,113,257
    
    
    
    65,406,239Research and development expenses
    
    
    2,805,089
    
    
    
    3,039,154
    
    
    
    5,438,909Total operating expenses
    
    
    31,641,219
    
    
    
    64,454,662
    
    
    
    101,784,514Income from continuing operations
    
    
    35,987,241
    
    
    
    99,986,903
    
    
    
    135,369,384Foreign exchange gain (loss)
    
    
    (1,999,509
    )
    
    
    (11,801,559
    )
    
    
    9,957,597Interest expense
    
    
    (7,551,160
    )
    
    
    (23,936,455
    )
    
    
    (25,737,266
    )Interest income
    
    
    4,810,390
    
    
    
    2,943,611
    
    
    
    1,666,878Gain (loss) on change in fair value of derivative
    
    
    854,214
    
    
    
    (1,067,079
    )
    
    
    (1,590,098
    )Other (expense) income, net
    
    
    1,554,133
    
    
    
    (155,614
    )
    
    
    2,613,586Income from continuing operations
before income taxes
    
    
    33,655,309
    
    
    
    65,969,807
    
    
    
    122,280,081Income tax benefit (expense)
    
    
    1,706,713
    
    
    
    (4,609,535
    )
    
    
    (24,695,831
    )Net income from continuing operations
    
    
    35,362,022
    
    
    
    61,360,272
    
    
    
    97,584,250Discontinued operations:Income (loss) from discontinued operations
    
    
    379,188
    
    
    
    
    
    
    
    Income tax (expense) benefit
    
    
    (11,272
    )
    
    
    
    
    
    
    Net income (loss) on discontinued operations
    
    
    367,916
    
    
    
    
    
    
    
    Net income
    
    
    35,729,938
    
    
    
    61,360,272
    
    
    
    97,584,250Earnings per ordinary share from continuing operationsBasic
    
    
    0.02
    
    
    
    0.02
    
    
    
    0.04Diluted
    
    
    0.02
    
    
    
    0.02
    
    
    
    0.03Earnings per ordinary share from discontinued operationsBasic
    
    
    0.00
    
    
    
    
    
    
    
    Diluted
    
    
    0.00
    
    
    
    
    
    
    
    Earnings per ordinary shareBasic
    
    
    0.02
    
    
    
    0.02
    
    
    
    0.04Diluted
    
    
    0.02
    
    
    
    0.02
    
    
    
    0.03Weighted average ordinary shares outstandingBasic
    
    
    2,339,799,657
    
    
    
    2,501,202,680
    
    
    
    2,724,185,761Diluted
    
    
    2,370,685,156
    
    
    
    2,690,723,390
    
    
    
    3,131,505,181
   F-6




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##### Table of Contents



CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
 AND COMPREHENSIVE INCOME
 (In U.S. dollars, except share data)
 Other
    
    
    TotalAdditional
    
    
    Retained
    
    
    comprehensive
    
    
    shareholders
    
    
    ComprehensiveOrdinary shares
    
    
    paid-in Capital
    
    
    earning
    
    
    income
    
    
    equity
    
    
    incomeBalance at January 1, 2007
    
    
    2,121,534,728
    
    
    
    21,215
    
    
    
    139,670,637
    
    
    
    15,622,250
    
    
    
    1,840,187
    
    
    
    157,154,289
    
    
    
    13,998,642Share-based compensation
    
    
    
    
    
    
    
    
    
    
    1,740,388
    
    
    
    
    
    
    
    
    
    
    
    1,740,388
    
    
    
    Issuance of restricted shares to employees
    
    
    26,704,732
    
    
    
    267
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    267
    
    
    
    Repurchase of restricted shares
    
    
    (5,903,277
    )
    
    
    (59
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (59
    )
    
    
    Issuance of ordinary shares, net of issue costs
    
    
    411,031,600
    
    
    
    4,110
    
    
    
    163,466,594
    
    
    
    
    
    
    
    
    
    
    
    163,470,704
    
    
    
    Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,729,938
    
    
    
    
    
    
    
    35,729,938
    
    
    
    35,729,938Foreign currency translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,393,278
    
    
    
    9,393,278
    
    
    
    9,393,278Balance at December 31, 2007
    
    
    2,553,367,783
    
    
    
    25,533
    
    
    
    304,877,619
    
    
    
    51,352,188
    
    
    
    11,233,465
    
    
    
    367,488,805
    
    
    
    45,123,216Share-based compensation
    
    
    
    
    
    
    
    
    
    
    4,024,780
    
    
    
    
    
    
    
    
    
    
    
    4,024,780
    
    
    
    Issuance of restricted shares to employees
    
    
    17,866,289
    
    
    
    179
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    179
    
    
    
    Repurchase of restricted shares
    
    
    (20,370,413
    )
    
    
    (204
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (204
    )
    
    
    Issuance of ordinary shares under share
lending facility
    
    
    407,319,400
    
    
    
    4,073
    
    
    
    (4,073
    )
    
    
    
    
    
    
    
    
    
    
    Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    61,360,272
    
    
    
    
    
    
    
    61,360,272
    
    
    
    61,360,272Foreign currency translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    182,679
    
    
    
    182,679
    
    
    
    182,679Balance at December 31, 2008
    
    
    2,958,183,059
    
    
    
    29,581
    
    
    
    308,898,326
    
    
    
    112,712,460
    
    
    
    11,416,144
    
    
    
    433,056,511
    
    
    
    61,542,951Share-based compensation
    
    
    
    
    
    
    
    
    
    
    4,278,502
    
    
    
    
    
    
    
    
    
    
    
    4,278,502
    
    
    
    Issuance of restricted shares to employees
    
    
    12,171,467
    
    
    
    122
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    122
    
    
    
    Issuance of ordinary shares pursuant to
share option plan
    
    
    2,137,800
    
    
    
    22
    
    
    
    744,710
    
    
    
    
    
    
    
    
    
    
    
    744,732
    
    
    
    Repurchase of restricted shares
    
    
    (3,091,030
    )
    
    
    (31
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (31
    )
    
    
    Issuance of ordinary shares, net of issue costs
    
    
    517,500,000
    
    
    
    5,175
    
    
    
    141,531,640
    
    
    
    
    
    
    
    
    
    
    
    141,536,815
    
    
    
    Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    97,584,250
    
    
    
    
    
    
    
    97,584,250
    
    
    
    97,584,250Foreign currency translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    24,212
    
    
    
    24,212
    
    
    
    24,212Balance at December 31, 2009
    
    
    3,486,901,296
    
    
    
    34,869
    
    
    
    455,453,178
    
    
    
    210,296,710
    
    
    
    11,440,356
    
    
    
    677,225,113
    
    
    
    97,608,462
   F-7




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##### Table of Contents



CONSOLIDATED STATEMENTS OF CASH FLOWS
 (In U.S. dollars)
 Year ended December 31,2007
    
    
    2008
    
    
    2009Operating activities:Net income
    
    
    35,729,938
    
    
    
    61,360,272
    
    
    
    97,584,250Adjustments to reconcile net income
to net cash used in operating activities:Depreciation and amortization
    
    
    6,152,258
    
    
    
    20,139,856
    
    
    
    34,120,465Share-based compensation
    
    
    1,740,388
    
    
    
    4,024,780
    
    
    
    4,278,502Gain on change in fair value of investment in securities
    
    
    
    
    
    
    
    
    
    
    (484,008
    )Loss (gain) on change in fair value of derivative
    
    
    (854,214
    )
    
    
    1,067,079
    
    
    
    1,590,098Loss on disposal of property, plant and equipment
    
    
    265,475
    
    
    
    341,911
    
    
    
    210,039Allowance for (recoveries of) doubtful receivables
    
    
    (200,224
    )
    
    
    1,586,038
    
    
    
    15,016,076Inventory write-down
    
    
    3,431,813
    
    
    
    21,516,138
    
    
    
    23,127,176Allowance for (recovery of) advances to suppliers
    
    
    (1,419,899
    )
    
    
    5,866,999
    
    
    
    (1,963,812
    )Amortization of convertible bond issuance costs
    
    
    
    
    
    
    1,162,141
    
    
    
    2,547,382Changes in operating assets and liabilities:Inventories
    
    
    (26,738,519
    )
    
    
    (48,656,015
    )
    
    
    (18,593,528
    )Accounts receivable
    
    
    (38,783,819
    )
    
    
    (34,304,622
    )
    
    
    (195,064,903
    )Prepaid expenses and other current assets
    
    
    (2,082,183
    )
    
    
    (3,069,452
    )
    
    
    (26,230,849
    )Investment in securities
    
    
    
    
    
    
    
    
    
    
    380,331Advances to suppliers
    
    
    (57,522,795
    )
    
    
    (81,775,315
    )
    
    
    24,140,624Amount due from related parties
    
    
    (613,925
    )
    
    
    613,925
    
    
    
    Accounts payable
    
    
    12,921,027
    
    
    
    4,503,708
    
    
    
    106,769,263Accrued expenses and other current liabilities
    
    
    5,769,648
    
    
    
    7,110,807
    
    
    
    27,560,847Accrued warranty costs
    
    
    2,871,722
    
    
    
    7,987,007
    
    
    
    8,550,239Other noncurrent liabilities
    
    
    
    
    
    
    803,699
    
    
    
    (1,060,183
    )Income tax payable
    
    
    488,823
    
    
    
    2,242,882
    
    
    
    9,225,207Deferred taxes
    
    
    (602,552
    )
    
    
    (3,442,023
    )
    
    
    (10,552,726
    )Net cash used in operating activities
    
    
    (59,477,038
    )
    
    
    (32,082,326
    )
    
    
    101,150,490Investing activities:Purchases of property, plant and equipment
    
    
    (124,404,349
    )
    
    
    (165,420,697
    )
    
    
    (136,482,581
    )Prepaid land use right
    
    
    (2,854,283
    )
    
    
    (21,675,312
    )
    
    
    (507,169
    )Subsidies of government for property, plant
and equipment
    
    
    
    
    
    
    10,189,345
    
    
    
    7,476,804Proceeds from disposal of property,
plant and equipment
    
    
    
    
    
    
    
    
    
    
    150,388Decrease (increase) in restricted cash
    
    
    (98,025,253
    )
    
    
    58,384,248
    
    
    
    (27,014,216
    )Net cash used in investing activities
    
    
    (225,283,885
    )
    
    
    (118,522,416
    )
    
    
    (156,376,774
    )
   F-8




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##### Table of Contents



CONSOLIDATED STATEMENTS OF CASH FLOWS
(In U.S. dollars)
 Year ended December 31,2007
    
    
    2008
    
    
    2009Financing activities:Proceeds from issuance of restricted shares, net
    
    
    208
    
    
    
    
    
    
    
    Proceeds from exercise of share options
    
    
    
    
    
    
    
    
    
    
    744,732Proceeds from issuance of ordinary shares,
net of issuance costs
    
    
    163,470,704
    
    
    
    
    
    
    
    141,536,815Proceeds from issuance of convertible
notes, net of issuance costs
    
    
    
    
    
    
    131,537,840
    
    
    
    Proceeds from short-term bank borrowings
    
    
    257,170,914
    
    
    
    191,281,784
    
    
    
    536,530,305Repayment of short-term bank borrowings
    
    
    (173,373,427
    )
    
    
    (106,287,149
    )
    
    
    (532,291,687
    )Proceeds from long-term bank borrowings
    
    
    7,752,859
    
    
    
    6,417,432
    
    
    
    182,516,037Repayment of long-term bank borrowings
    
    
    (5,122,492
    )
    
    
    
    
    
    
    Net cash provided by financing activities
    
    
    249,898,766
    
    
    
    222,949,907
    
    
    
    329,036,202Effect of exchange rate changes
    
    
    1,177,877
    
    
    
    182,679
    
    
    
    24,212Net change in cash and cash equivalents
    
    
    (33,684,280
    )
    
    
    72,527,844
    
    
    
    273,834,130Cash and cash equivalents at the beginning of the year
    
    
    93,380,212
    
    
    
    59,695,932
    
    
    
    132,223,776Cash and cash equivalents at the end of the year
    
    
    59,695,932
    
    
    
    132,223,776
    
    
    
    406,057,906Supplemental disclosure of cash flow information:Interest paid
    
    
    7,297,293
    
    
    
    20,199,372
    
    
    
    25,896,059Income taxes paid
    
    
    1,359,636
    
    
    
    6,605,810
    
    
    
    26,023,351Supplemental schedule of non-cash investing activities:Purchases of property, plant and equipment
included in accounts payable
    
    
    18,571,505
    
    
    
    33,880,879
    
    
    
    51,143,192Settlement of advances to suppliers in exchange for
investment in securities
    
    
    
    
    
    
    
    
    
    
    3,930,619
   F-9




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
 (In U.S. dollars)
 1.
    
    ORGANIZATION AND PRINCIPAL ACTIVITIES
   2.
    
    SUMMARY OF PRINCIPAL ACCOUNTING POLICIES
 (a)
    
    Basis of presentation
  (b)
    
    Use of estimates
  (c)
    
    Cash and cash equivalents
    F-10




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##### Table of Contents



2.
    
    SUMMARY OF PRINCIPAL ACCOUNTING POLICIES  continued
 (d)
    
    Fair value of financial instruments
  (e)
    
    Investment in securities
   F-11




---



##### Table of Contents



2.
    
    SUMMARY OF PRINCIPAL ACCOUNTING POLICIES  continued
 (f)
    
    Inventories
       F-12




---



##### Table of Contents



2.
    
    SUMMARY OF PRINCIPAL ACCOUNTING POLICIES  continued
 (g)
    
    Property, plant and equipment, net
  Year ended December 31,2007
    
    
    2008
    
    
    2009$
    
    
    $
    
    
    $Total interest incurred
    
    
    7,551,160
    
    
    
    25,404,059
    
    
    
    27,169,766Less: Interest capitalized
    
    
    
    
    
    
    1,467,604
    
    
    
    1,432,500Interest expenses
    
    
    7,551,160
    
    
    
    23,936,455
    
    
    
    25,737,266
  YearsBuildings
    
    10-20Plant and machinery
    
    5-10Motor vehicles
    
    3-5Electronic equipment, furniture and fixtures
    
    3-5
 (h)
    
    Prepaid land use right
   F-13




---



##### Table of Contents



2.
    
    SUMMARY OF PRINCIPAL ACCOUNTING POLICIES  continued
 (i)
    
    Long-lived assets
  (j)
    
    Income taxes
    F-14




---



##### Table of Contents



2.
    
    SUMMARY OF PRINCIPAL ACCOUNTING POLICIES  continued
 (k)
    
    Revenue recognition
      F-15




---



##### Table of Contents



2.
    
    SUMMARY OF PRINCIPAL ACCOUNTING POLICIES  continued
 (l)
    
    Shipping and handling costs
  (m)
    
    Research and development
  (n)
    
    Government grants
   F-16




---



##### Table of Contents



2.
    
    SUMMARY OF PRINCIPAL ACCOUNTING POLICIES  continued
 (o)
    
    Product warranties
  (p)
    
    Foreign currency translation and foreign currency risk
      F-17




---



##### Table of Contents



2.
    
    SUMMARY OF PRINCIPAL ACCOUNTING POLICIES  continued
 (q)
    
    Concentrations of credit risk
   (r)
    
    Share-based compensation
  (s)
    
    Derivative financial instruments
    F-18




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##### Table of Contents



2.
    
    SUMMARY OF PRINCIPAL ACCOUNTING POLICIES  continued
 (t)
    
    Earnings per share
   Year ended December 31,2007
    
    
    2008
    
    
    2009$
    
    
    $
    
    
    $Net income from continuing operations attributable
to ordinary shareholders  basic
    
    
    35,362,022
    
    
    
    61,360,272
    
    
    
    97,584,250Finance charge related to convertible notes
    
    
    
    
    
    
    3,382,254
    
    
    
    8,067,382Net income from continuing operations attributable
to ordinary shareholders  diluted
    
    
    35,362,022
    
    
    
    64,742,526
    
    
    
    105,651,632Weighted average number of
ordinary shares outstanding  basic
    
    
    2,339,799,657
    
    
    
    2,501,202,680
    
    
    
    2,724,185,761Nonvested restricted shares
    
    
    30,885,499
    
    
    
    3,158,126
    
    
    
    Convertible notes
    
    
    
    
    
    
    186,362,584
    
    
    
    407,319,420Weighted average number of
ordinary shares outstanding  diluted
    
    
    2,370,685,156
    
    
    
    2,690,723,390
    
    
    
    3,131,505,181Earnings per ordinary share from continuing
operations  basic
    
    
    0.02
    
    
    
    0.02
    
    
    
    0.04Earnings per ordinary share from continuing
operations  diluted
    
    
    0.02
    
    
    
    0.02
    
    
    
    0.03
  F-19




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##### Table of Contents



2.
    
    SUMMARY OF PRINCIPAL ACCOUNTING POLICIES  continued
 (t)
    
    Earnings per share  continued
   (u)
    
    Recently issued accounting pronouncements
   F-20




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2.
    
    SUMMARY OF PRINCIPAL ACCOUNTING POLICIES  continued
 (u)
    
    Recently issued accounting pronouncements  continuedIn August 2009, the FASB issued Accounting Standards Update (ASU) 2009-05, Fair Value
Measurements and Disclosures (Topic 820) Measuring Liabilities at Fair Value. ASU
2009-05 amends ASC 820-10, Fair Value Measurements and Disclosures Overall, for the
fair value measurement of liabilities. It provides clarification that in circumstances in
which a quoted price in an active market for the identical liability is not available, a
reporting entity is required to measure the fair value using (1) a valuation technique
that uses the quoted price of the identical liability when traded as an asset or quoted
prices for similar liabilities or similar liabilities when traded as assets or (2)
another valuation technique that is consistent with the principles of Topic 820. It also
clarifies that when estimating the fair value of a liability, a reporting entity is not
required to include a separate input or adjustment to other inputs relating to the
existence of a restriction that prevents the transfer of the liability and that both a
quoted price in an active market for the identical liability at measurement date and that
the quoted price for the identical liability when traded as an asset in an active market
when no adjustments to the quoted price of the asset are required are Level 1 fair value
measurements. The provisions of ASU 2009-05 are effective for the first reporting period
(including interim periods) beginning after January 1, 2010. Early application is permitted. The
Company is currently evaluating the impact of adoption on its consolidated financial
statements.In October 2009, the FASB issued ASU 2009-13, Revenue Recognition (Topic 605) Multiple-
Deliverable Revenue Arrangements (previously EITF 08-1, Revenue Arrangements with
Multiple Deliverables). This ASU addresses the accounting for multiple-deliverable
arrangements to enable vendors to account for products or services (deliverables)
separately rather than as a combined unit. Specifically, this guidance amends the
criteria for separating consideration in multiple-deliverable arrangements. This guidance
establishes a selling price hierarchy for determining the selling price of a deliverable,
which is based on: (a) vendor-specific objective evidence; (b) third-party evidence; or
(c) estimates. This guidance also eliminates the residual method of allocation and
requires that arrangement consideration be allocated at the inception of the arrangement
to all deliverables using the relative selling price method. In addition, this guidance
significantly expands required disclosures related to a vendors multiple-deliverable
revenue arrangements. This accounting standard will be effective prospectively for
revenue arrangements entered into or materially modified in fiscal years beginning on or
after June 15, 2010. Early adoption is permitted. The Company is currently evaluating the
impact of adoption on its consolidated financial statements.
  F-21




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2.
    
    SUMMARY OF PRINCIPAL ACCOUNTING POLICIES  continued
 (u)
    
    Recently issued accounting pronouncements  continuedIn October 2009, the FASB issued ASU 2009-15, Accounting for Own-Share Lending
Arrangements in Contemplation of Convertible Debt Issuance or Other Financing, which
clarifies that share lending arrangements that are executed in connection with
convertible debt offerings or other financings should be measured at fair value and
recognized as a debt issuance cost and be amortized using the effective interest
method over the life of the financing arrangement as interest cost. In addition, ASU
2009-15 states that the loaned shares should be excluded from basic and diluted
earnings per share unless default of the share-lending arrangement occurs, at which
time the loaned shares would be included in the common and diluted earnings per share
calculation. ASU 2009-15 is effective for all arrangements outstanding as of the
fiscal year beginning on or after December 15, 2009, (effective January 1, 2010 for
the Company) and retrospective application is required for all periods presented. In
addition, ASU 2009-15 is effective for arrangements entered into on or after the
beginning of the first reporting period that begins on or after June 15, 2009. The
Company has evaluated the provisions of ASU 2009-15 and determined that it will record
additional debt issuance costs at issuance of $4.07 million related to its Loaned
Shares (see Note 11). Such costs will be amortized over the life of the convertible
notes and will result in an adjustment of $1.98 million to beginning retained earnings
on January 1, 2010.In December 2009, the FASB issued ASU 2009-16, Transfers and Servicing (Topic 860) -
Accounting for Transfers of Financial Assets, which formally codifies FASB Statement No.
166, Accounting for Transfers of Financial Assets, into the ASC, issued by the FASB in
June 2009. ASU 2009-16 represents a revision to the provisions of former FASB Statement
No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities. The amendments in ASU 2009-16 eliminate the exceptions for qualifying
special-purpose entities from the consolidation guidance and the exception that permitted
sale accounting for certain mortgage securitizations when a transferor has not
surrendered control over the transferred financial assets. In addition, the amendments
require enhanced disclosures about the risks that a transferor continues to be exposed to
because of its continuing involvement in transferred financial assets. ASU 2009-16 is
effective for annual and interim periods beginning after November 15, 2009. Additionally,
the recognition and measurement provisions of ASU 2009-16 should be applied to transfers
that occur on or after the effective date. Early application is not permitted. The
Company is currently evaluating the impact of adoption on its consolidated financial
statements.
  F-22




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2.
    
    SUMMARY OF PRINCIPAL ACCOUNTING POLICIES  continued
 (u)
    
    Recently issued accounting pronouncements  continuedIn January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures
(Topic 820) Improving Disclosures about Fair Value Measurements. ASU 2010-06 amends
ASC 820 (formerly SFAS 157) to add new requirements for disclosures about (1) the
different classes of assets and liabilities measured at fair value, (2) the valuation
techniques and inputs used, (3) the activity in Level 3 fair value measurements, and
(4) the transfers between Levels 1, 2, and 3. The guidance in ASU 2010-06 is effective
for the first reporting period beginning after December 15, 2009, except for the
requirement to provide the Level 3 activity of purchases, sales, issuances, and
settlements on a gross basis, which will be effective for fiscal years beginning after
December 15, 2010, and for interim periods within those fiscal years. In the period of
initial adoption, entities will not be required to provide the amended disclosures for
any previous periods presented for comparative purposes. However, those disclosures
are required for periods ending after initial adoption. Early adoption is permitted.
The Company is currently evaluating the impact of adoption on its consolidated
financial statements.
 3.
    
    ALLOWANCE FOR DOUBTFUL RECEIV ABLESAllowance for doubtful receivables are primarily comprised of allowances for account
receivables and advances to suppliers. An analysis of allowance for doubtful receivables for
the years ended December 31, 2007, 2008 and 2009 is as follows:
 At December 31,2007
    
    
    2008
    
    
    2009$
    
    
    $
    
    
    $Balance, beginning of the year
    
    
    
    
    
    
    342,813
    
    
    
    1,810,284Allowance made during the year
    
    
    342,813
    
    
    
    1,467,471
    
    
    
    12,694,191Recoveries
    
    
    
    
    
    
    
    
    
    
    (386,669
    )Amount written-off against allowance
    
    
    
    
    
    
    
    
    
    
    (258,400
    )Balance, end of the year
    
    
    342,813
    
    
    
    1,810,284
    
    
    
    13,859,407
  At December 31,2007
    
    
    2008
    
    
    2009$
    
    
    $
    
    
    $Balance, beginning of the year
    
    
    3,497,050
    
    
    
    2,077,151
    
    
    
    7,944,150Allowance made during the year
    
    
    
    
    
    
    5,866,999
    
    
    
    262,283Recoveries
    
    
    (1,419,899
    )
    
    
    
    
    
    
    (2,226,095
    )Balance, end of the year
    
    
    2,077,151
    
    
    
    7,944,150
    
    
    
    5,980,338
  F-23




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##### Table of Contents



4.
    
    INVENTORIESInventories consisted of the following:
 At December 31,2007
    
    
    2008
    
    
    2009$
    
    
    $
    
    
    $Raw materials
    
    
    18,722,727
    
    
    
    30,697,470
    
    
    
    11,099,173Work in progress
    
    
    34,734,548
    
    
    
    26,796,504
    
    
    
    22,649,446Finished goods
    
    
    5,090,256
    
    
    
    28,193,433
    
    
    
    47,405,140Total
    
    
    58,547,531
    
    
    
    85,687,407
    
    
    
    81,153,759
  5.
    
    PROPERTY, PLANT AND EQUIPMENT, NETProperty, plant and equipment, net consisted of the following:
 At December 31,2007
    
    
    2008
    
    
    2009$
    
    
    $
    
    
    $Buildings
    
    
    15,928,802
    
    
    
    33,815,202
    
    
    
    85,720,215Plant and machinery
    
    
    98,488,649
    
    
    
    233,846,906
    
    
    
    314,607,086Motor vehicles
    
    
    746,180
    
    
    
    1,132,838
    
    
    
    1,487,518Electronic equipment, furniture and fixtures
    
    
    11,941,262
    
    
    
    27,277,314
    
    
    
    46,811,898127,104,893
    
    
    
    296,072,260
    
    
    
    448,626,717Less: Accumulated depreciation
    
    
    (7,552,402
    )
    
    
    (27,453,759
    )
    
    
    (61,442,832
    )119,552,491
    
    
    
    268,618,501
    
    
    
    387,183,885Construction in progress
    
    
    77,571,384
    
    
    
    88,975,301
    
    
    
    89,673,918Property, plant and equipment, net
    
    
    197,123,875
    
    
    
    357,593,802
    
    
    
    476,857,803
   (see Note 10).
  F-24




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6.
    
    PREPAID LAND USE RIGHTPrepaid land use right represented land use rights for the Companys business operations.
Amounts recognized in profit and loss related to the prepaid land use rights were $43,838,
$221,624 and $558,888 for the years ended December 31, 2007, 2008 and 2009, respectively.At December 31, 2007, 2008 and 2009, the land use right certificates for a certain portion of
the Companys land use rights amounting to $2,849,683,$nil, and $6,396,732, respectively, had
not been obtained.As of December 31, 2008 and 2009, land use rights of $2,557,672 and $27,422,386 were pledged
as collateral to secure the bank borrowings respectively. (see Note 10).
 7.
    
    DERIVATIVE FINANCIAL INSTRUMENTSDuring 2007, Trina China entered into a long-term silicon supply contract wherein the
purchase price of the silicon to be acquired was denominated in U.S. dollars, which was not
the functional currency of either of the contracting parties. Accordingly, the contract
contained an embedded foreign currency derivative, which was required to be bifurcated and
accounted for at fair value. Changes in the fair value of the derivative of $854,214 were
recorded in the consolidated statements of operations for the year ended December 31, 2007.Starting January 1, 2008, the functional currency of Trina China was changed to the US
dollar. As a result, the fair value of the embedded derivative at December 31, 2007 was
carried forward and is being allocated into the cost of inventory as Trina China receives
silicon material deliveries under the associated contract.
Theres no amortization in 2008 because the delivery under the
contract started in 2009.As of December 31, 2007, 2008 and 2009, the carrying amount of the embedded foreign currency
derivative was $854,214, $854,214 and $749,015, respectively, and is recorded in other
noncurrent assets.
  F-25




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##### Table of Contents



8.
    
    FAIR VALUE MEASUREMENTThe Company did not have any assets or liabilities measured at fair value on a non-recurring
basis for the years ended December 31, 2008 and 2009.As of December 31, 2008 and 2009, information about inputs into the fair value measurements
of the Companys assets and liabilities that are measured at fair value on a recurring basis
in periods subsequent to their initial recognition is as follows:
 Fair Value Measurements at December 31, 2008UsingQuoted PricesTotal Fair
    
    
    in Active
    
    
    SignificantValue and
    
    
    Markets for
    
    
    Other
    
    
    SignificantCarrying
    
    
    Identical
    
    
    Observable
    
    
    UnobservableValue on the
    
    
    Assets
    
    
    Inputs
    
    
    InputsBalance Sheet
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Liabilities:Foreign exchange forward contract
    
    $
    1,067,079
    
    
    $
    
    
    
    $
    1,067,079
    
    
    $
    Total liabilities
    
    $
    1,067,079
    
    
    
    
    
    
    $
    1,067,079
    
    
    
    
 Fair Value Measurements at December 31, 2009UsingQuoted PricesTotal Fair
    
    
    in Active
    
    
    SignificantValue and
    
    
    Markets for
    
    
    Other
    
    
    SignificantCarrying
    
    
    Identical
    
    
    Observable
    
    
    UnobservableValue on the
    
    
    Assets
    
    
    Inputs
    
    
    InputsBalance Sheet
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Investment in securities
    
    $
    4,034,296
    
    
    $
    4,034,296
    
    
    
    
    
    
    
    Foreign exchange
forward contract
    
    $
    7,307,485
    
    
    $
    
    
    
    $
    6,711,233
    
    
    $
    596,251Total assets
    
    $
    11,341,781
    
    
    $
    4,034,296
    
    
    $
    6,711,233
    
    
    
    596,251
  F-26




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##### Table of Contents



8.
    
    FAIR VALUE MEASUREMENT  continuedThe Level 3 foreign exchange forward contracts were bought in 2009 and their fair value on day 1 were zero.
A summary of changes in Level 3 foreign exchange forward contracts for the year ended
December 31, 2009 is as follows:
 Beginning balance
    
    $
    Total gain or losses (realized/unrealized)Included in earnings
    
    
    596,251Including in other comprehensive income
    
    
    Ending balance
    
    $
    596,251The amount of total gains or losses for
the year included in earnings attributable
to the change in unrealized gains or losses
relating to assets still held at the reporting date
    
    $
    596,251
  
 
   F-27




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##### Table of Contents



8.
    
    FAIR VALUE MEASUREMENT  continuedThe following table presents the financial instruments for which fair value does not
approximate carrying value as of December 31, 2007, 2008 and 2009:
 As of December 31, 2007
    
    
    As of December 31, 2008
    
    
    As of December 31, 2009Carrying
    
    
    Fair
    
    
    Carrying
    
    
    Fair
    
    
    Carrying
    
    
    FairValue
    
    
    Value
    
    
    Value
    
    
    Value
    
    
    Value
    
    
    ValueNon-current
portion of
advance to
suppliers
    
    $
    53,737,412
    
    
    $
    50,109,462
    
    
    $
    130,351,513
    
    
    $
    126,885,880
    
    
    $
    105,188,020
    
    
    $
    101,528,564Convertible debt
    
    
    
    
    
    
    
    
    
    
    133,248,054
    
    
    
    69,000,000
    
    
    
    135,122,565
    
    
    
    244,000,000
    9.
    
    INVESTMENT IN SECURITIESTrading securities outstanding at fiscal year-end were as following:
 December 31, 2009Cost
    
    
    Fair ValueMarketable securities
    
    
    3,550,288
    
    
    
    4,034,296
  F-28




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10.
    
    BANK BORROWINGSThe Companys bank borrowings consisted of the following:
 At December 31,2007
    
    
    2008
    
    
    2009$
    
    
    $
    
    
    $Bank borrowingsShort-term
    
    
    163,563,089
    
    
    
    248,557,724
    
    
    
    234,329,742Long-term, current portion
    
    
    
    
    
    
    
    
    
    
    33,098,034Sub-total
    
    
    163,563,089
    
    
    
    248,557,724
    
    
    
    267,427,776Long-term, non-current portion
    
    
    8,214,002
    
    
    
    14,631,434
    
    
    
    182,516,037Total
    
    
    171,777,091
    
    
    
    263,189,158
    
    
    
    449,943,813
 Short term borrowings
  At December 31,2007
    
    
    2008
    
    
    2009$
    
    
    $
    
    
    $Short-term borrowings guaranteed by TSL
    
    
    
    
    
    
    31,047,999
    
    
    
    78,989,279Short-term borrowings secured by deposit provided
by Top Energy International
    
    
    73,584,909
    
    
    
    
    
    
    
    Short-term borrowings secured by restricted cash
    
    
    
    
    
    
    20,846,779
    
    
    
    1,990,098Short-term borrowings secured by raw materials
of Trina China
    
    
    9,583,002
    
    
    
    
    
    
    
    Short-term borrowings secured by plants of Trina China
    
    
    4,654,601
    
    
    
    14,485,120
    
    
    
    20,356,756Short-term borrowings secured by machinery of Trina China
    
    
    38,093,066
    
    
    
    58,014,454
    
    
    
    126,826,982Unsecured short-term borrowings
    
    
    37,647,511
    
    
    
    64,569,207
    
    
    
    39,264,661Short-term borrowings guaranteed by third parties
    
    
    
    
    
    
    57,794,165
    
    
    
    Short-term borrowings guaranteed by
accounts receivable
    
    
    
    
    
    
    1,800,000
    
    
    
    Total
    
    
    163,563,089
    
    
    
    248,557,724
    
    
    
    267,427,776
    F-29




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##### Table of Contents



10.
    
    BANK BORROWINGS  continuedLong term borrowingsIn 2007, the Company obtained $8,214,002 in new long-term bank loans, secured by equipment of
Trina China, due 2010. The balance outstanding as of December 31, 2007 was $8,214,002.
During the year ended December 31, 2007, the average interest rate was approximately 7.10%
per annum.In 2008, the Company obtained $6,417,432 in new long-term bank loans, secured by building and
machinery of Trina China, due 2011. The balance outstanding as of December 31, 2008 was
$14,631,434. During the year ended December 31, 2008, the average interest rate was
approximately 7.12% per annum.On September 28, 2009, Trina China entered into a five-year credit facility (the
Facility) with a syndicate of banks for $303,279,927, of which $269,215,313 is designated
solely for the expansion of the Companys production capacity with the remaining to be used to
supplement working capital requirements once the capacity expansion is completed. The Facility
can be drawn down either in RMB or US dollar. As of December 31, 2009, the Company had drawn
down $182,516,037 under the Facility. The remaining Facility can only be drawn down on or
after completion of capacity expansion. The weighted average interest rate for borrowings
under the Facility was 4.96% for the year ended December 31, 2009. Interest is payable
quarterly or biannually in arrears for loans denominated in RMB and US dollars, respectively.
The interest rate on RMB-denominated borrowings is 110% of the rate stipulated by the Chinese
central bank for loans of similar duration. The interest rate on US dollar-denominated
borrowings is the six month London Interbank Offered Rate plus 300 basis points. The Facility
is guaranteed by Trina as well as the Companys chief executive officer and his wife and is
further collateralized by the property, plant and equipment for which the Facility will be
used to construct, and the related land use right. Borrowings outstanding as of December 31,
2009 are payable on a biannual basis, commencing October 27, 2011. For purposes of the
expansion, the Company is required to match Facility draws with an equal amount of cash from
sources other than the Facility. The Facility contains certain financial covenants which
require that specified debt to total assets ratio, net profit ratio and interest coverage
ratio be maintained.Future principal payments under the above loans as of December 31, 2009 are as follows:
 Fiscal Years Ending December 31,2010
    
    
    2011
    
    
    19,877,2652012
    
    
    45,361,9932013
    
    
    60,277,8392014
    
    
    56,998,940Total
    
    
    182,516,037
  F-30




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##### Table of Contents



11.
    
    CONVERTIBLE SENIOR NOTESOn July 23, 2008, the Company issued $138 million of 4% Convertible Senior Notes (the
Notes). The Notes mature on July 15, 2013 and bear interest at a rate of 4.00% per annum,
payable in arrears semi-annually on January 15 and July 15, beginning January 15, 2009.Conversion. The initial conversion rate is 29.5159 ADSs per $1,000 initial principal amount,
which represents an initial conversion price of approximately $33.88 per American Depository
Share (ADS). The Notes are convertible at any time prior to maturity. The conversion rate
is subject to change for certain anti-dilution events and upon a change in control (a
Fundamental Change). If the holders elect to convert the Notes upon a Fundamental Change,
the conversion rate will increase by a number of additional shares as determined by reference
to an adjustment schedule based on the date on which the change in control becomes effective
and the price paid per ADS in the transaction (referred to as the Fundamental Change
Make-Whole Premium). However, the conversion rate, including any additional ADSs added to
the conversion rate in connection with a Fundamental Change, will not exceed 35.7143 ADSs
(which is equal to a conversion price of $28.00 per ADS).Redemption. The holders may require the Company to repurchase all or portion of the Notes
for cash on July 15, 2011, or upon a Fundamental Change, at a repurchase price equal to 100%
of the principal amount, plus accrued and unpaid interest. In the event of default, as
defined in the agreement, the holders of 25% or more of the Notes may immediately require the
Company to redeem the Notes and associated interest.Proceeds to the Company were $132,392,740, net of issuance costs of $5,607,260, which are
being amortized over the period from July 23, 2008, the date of issuance, to July 15, 2011,
the earliest redemption date, using the effective interest method. Amortization expense for
the year ended December 31, 2008 and 2009 was $1,162,141 and $2,547,382 respectively.Share Lending AgreementConcurrent with the offering of the Notes, the Company issued 4,073,194 ADSs at a price equal
to par, or $0.00001 per ADS (the Loaned Shares), to one of the underwriters of the Notes
(Underwriter). The purpose of the Loaned Shares is that of facilitating privately
negotiated transactions in which the ultimate holder of the Notes (the ADS Borrower) may
elect to hedge their investment in the Notes.The Loaned Shares must be returned to the Company by the earliest of (a) the maturity date of
the Notes, July 15, 2013, (b) upon the Companys election to terminate the Share Lending
Agreement at any time after the later of (x) the date on which the entire principal amount of
the Notes ceases to be outstanding, and (y) the date on which the entire principal amount of
any additional convertible securities that the Company has in writing consented to permit the
ADS Borrower to hedge under the Share Lending Agreement ceases to be outstanding, in each
case, whether as a result of conversion, redemption, repurchase, cancellation or otherwise;
and (c) the termination of the Share Lending Agreement. The Company is not required to make
any payment to the Underwriter or ADS Borrower upon the return of the Loaned Shares.
  F-31




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##### Table of Contents



11.
    
    CONVERTIBLE SENIOR NOTES  continuedThe Underwriter has agreed to post collateral, either in cash or other assets, having a
market value equal to at least 100% of the market value of the Loaned Shares during the term
of the Share Lending Agreement. The Company may notify the Underwriter if the fair value of
such collateral is lower than the fair value of the Loaned Shares by more than $100,000. The
Company has no right to sell or re-pledge the collateral. If the Underwriter is unable to
return the Loaned Shares when required by the terms of the Share Lending Agreement, the
Company may take delivery of the collateral equal to the fair value of the Loaned Shares.The Underwriter is required to remit to the Company any dividends paid to the holders of the
Loaned Shares. The Underwriter has agreed not to vote the Loaned Shares to the extent it is
the shareholder of record. An ADS Borrower has the ability to vote without restriction.The Company has accounted for the Share Lending Agreement as the issuance of a written call
option to the ADS Borrower for the fair value of the associated ADSs. The Company has
recorded the call option at fair value, given the Company has no economic benefit associated
with the issuance of the call option. The fair value of the call option upon issuance and
subsequently is immaterial.Although legally issued, the Company has not considered the Loaned Shares issued for
accounting purposes. As a result, any cash collateral, to the extent posted by the ADS
Borrower, is not considered attributable to the issuance of shares. To the extent cash
collateral is posted, the Company will record the cash as an asset on its balance sheet with
an offsetting liability recorded to reflect the collateral receipt as the proceeds of a
borrowing. To the extent the ADS Borrower is in default under the Share Lending Agreement,
non-cash collateral would likewise be recorded on the Companys consolidated balance sheet.
As of December 31, 2009, the ADS Borrower has posted non-cash collateral and the ADS Borrower
is not in default.
 12.
    
    ACCRUED WARRANTY COSTSThe movement of the Companys accrued warranty costs is summarized below:
 For the year ended December 31,2007
    
    
    2008
    
    
    2009$
    
    
    $
    
    
    $Beginning balance
    
    
    1,400,269
    
    
    
    4,486,135
    
    
    
    12,473,142Warranty provision
    
    
    3,085,866
    
    
    
    7,987,007
    
    
    
    8,550,239Warranty costs incurred
    
    
    
    
    
    
    
    
    
    
    Ending balance
    
    
    4,486,135
    
    
    
    12,473,142
    
    
    
    21,023,381
  F-32




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##### Table of Contents



13.
    
    SHARE-BASED COMPENSATIONThe Company measures share-based compensation cost on the grant date at the fair value of the
award and recognizes this cost as an expense over the grant recipients requisite service
periods.The following table presents the Companys share-based compensation expense by type of award:
 2007
    
    
    2008
    
    
    2009$
    
    
    $
    
    
    $Share options
    
    $
    
    
    
    $
    483,546
    
    
    
    1,041,868Restricted shares
    
    
    1,740,388
    
    
    
    3,541,234
    
    
    
    3,236,634Total share-based compensation expense
    
    $
    1,740,388
    
    
    $
    4,024,780
    
    
    
    4,278,502
 Restricted shares
   Number of shares
    
    
    Weighted average grant date 
fair valueNonvested at January 1, 2009
    
    
    43,595,470
    
    
    $
    0.30Granted
    
    
    12,171,467
    
    
    $
    0.21Vested
    
    
    (11,536,194
    )
    
    $
    0.25Repurchased
    
    
    (3,091,030
    )
    
    $
    0.34Nonvested at December 31, 2009
    
    
    41,139,713
    
    
    $
    0.28
   F-33




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##### Table of Contents



13.
    
    SHARE-BASED COMPENSATION  continuedAs of December 31, 2009 there was $9,996,855 of total unrecognized compensation cost related
to nonvested share-based compensation arrangements, which is expected to be recognized over a
weighted-average period of 3.10 years. The total fair value of shares vested during the
years ended December 31, 2007, 2008, and 2009 was $1,740,388, $3,263,417 and $2,907,537,
respectively.In June and July 2008, the Company accelerated the vesting of 1,365,397 restricted shares
upon the resignation of two senior executives. The modification gave rise to incremental
compensation cost of $417,791 which was recognized as compensation expense in 2008.Share OptionsPrior to 2008, the Company did not grant any share options to employees, directors or
external service providers.In May 2008, the Company revised the Share Incentive Plan and introduced stock options as a
compensation instrument to its employees. Under the terms of the revised Share Incentive
Plan, share options are granted to employees at exercise prices equal to the Companys share
price on the grant date. The Companys stock options expire five years from their grant date
and generally vest one third per annum on the anniversary of the grant date.During 2008 and 2009, the Company granted 14,512,157 and 15,419,650 share options,
respectively, to its board of directors and employees. Those share options will vest one
third per annum on the anniversary of the grant date.A summary of the option activity is as follows:
 WeightedAverage
    
    
    Weighted Average
    
    
    AggregateNumber
    
    
    Exercise
    
    
    Remaining
    
    
    Intrinsicof Options
    
    
    Price
    
    
    Contractual Term
    
    
    ValueOptions outstanding
at January 1, 2009
    
    
    12,642,079
    
    
    
    0.34
    
    
    
    7.75Granted
    
    
    15,419,650
    
    
    
    0.15Exercised
    
    
    (2,137,800
    )
    
    
    0.35Cancelled or Forfeited
    
    
    (1,586,652
    )
    
    
    0.21Options outstanding
at December 31, 2009
    
    
    24,337,277
    
    
    
    0.22
    
    
    
    6.83
    
    
    
    7,660,206Options vested or
expected to vest at
December 31, 2009
    
    
    17,641,909
    
    
    
    0.23
    
    
    
    6.83
    
    
    
    5,490,066Options exercisable at
December 31, 2009
    
    
    1,897,115
    
    
    
    0.33
    
    
    
    6.83
    
    
    
    406,362
  F-34




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##### Table of Contents



13.
    
    SHARE-BASED COMPENSATION  continuedShare Options  continuedTotal intrinsic value of options exercised for the years ended December 31, 2007, 2008 and
2009 were $nil, $nil, and $406,362, respectively. The weighted-average grant date fair value
of options granted during the years ended December 31, 2008 and 2009 was $0.21 and $0.11,
respectively, computed using the Black-Scholes-Merton closed-form option valuation model
using the following weighted average assumptions:
 2008
    
    
    2009Risk free rate of return
    
    
    2.03
    %
    
    
    1.30
    %Expected life
    
    
    3.50
    
    
    
    3.50Volatility ratio
    
    
    70.7
    %
    
    
    88.9
    %Dividend yield
    
    
    
    
    
    
    
     F-35




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##### Table of Contents



14.
    
    TAX EXPENSE (BENEFIT)
  Hong Kong
  PRC
       F-36




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##### Table of Contents



14.
    
    TAX EXPENSE (BENEFIT)  continued
   Years ended December 31,2007
    
    
    2008
    
    
    2009$
    
    
    $
    
    
    $Profit (loss) from continuing operations before income tax:PRC
    
    
    37,357,505
    
    
    
    77,879,740
    
    
    
    135,683,290Other jurisdictions
    
    
    (3,702,196
    )
    
    
    (11,909,933
    )
    
    
    (13,403,209
    )Total profit before income tax
    
    
    33,655,309
    
    
    
    65,969,807
    
    
    
    122,280,081Current tax expense (benefit):PRC
    
    
    (997,051
    )
    
    
    8,051,558
    
    
    
    35,248,557Deferred tax benefit:PRC
    
    
    (709,662
    )
    
    
    (3,442,023
    )
    
    
    (10,552,726
    )(1,706,713
    )
    
    
    4,609,535
    
    
    
    24,695,831
  Years ended December 31,2007
    
    
    2008
    
    
    2009Applicable enterprise income tax rate
    
    
    24.0
    %
    
    
    25.0
    %
    
    
    25
    %Different tax rate in other jurisdiction
    
    
    2.0
    %
    
    
    4.7
    %
    
    
    2.7
    %Benefit of tax holiday
    
    
    -23.6
    %
    
    
    -21.1
    %
    
    
    -11.1
    %Tax credits for purchase of domestic equipment
    
    
    -8.5
    %
    
    
    -1.1
    %
    
    
    Effect of different reversal rate
    
    
    
    
    
    
    -9.4
    %
    
    
    -1.6
    %Effect of change in valuation allowance
    
    
    -1.2
    %
    
    
    8.9
    %
    
    
    0.8
    %Cancellation of preferential tax rate
    
    
    
    
    
    
    
    
    
    
    4.7
    %Tax effect of permanent differences
    
    
    2.3
    %
    
    
    
    
    
    
    -0.3
    %-5.0
    %
    
    
    7.0
    %
    
    
    20.2
    %
  F-37




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##### Table of Contents



14.
    
    TAX EXPENSE (BENEFIT)  continuedThe aggregate amount and per share effect of the tax holiday are as follows:
 Years ended December 31,2007
    
    
    2008
    
    
    2009$
    
    
    $
    
    
    $The aggregate effect
    
    $
    7,772,453
    
    
    $
    13,896,436
    
    
    $
    Per share effectbasic
    
    $
    0.01
    
    
    $
    0.01
    
    
    $
    Per share effectdiluted
    
    $
    0.01
    
    
    $
    0.01
    
    
    $
    
  Years ended December 31,2007
    
    
    2008
    
    
    2009$
    
    
    $
    
    
    $Deferred tax assets:Bad debts provision and others
    
    
    412,627
    
    
    
    240,994
    
    
    
    1,759,248Deferred revenues
    
    
    
    
    
    
    408,378
    
    
    
    2,693,787Accrued expenses
    
    
    
    
    
    
    1,641,155
    
    
    
    3,678,010Long-term payables
    
    
    
    
    
    
    
    
    
    
    4,352,416Inventory write-down
    
    
    297,055
    
    
    
    4,842,997
    
    
    
    4,086,801Advance to suppliers provision
    
    
    153,014
    
    
    
    1,374,293
    
    
    
    1,051,551Warranty provision
    
    
    1,121,534
    
    
    
    2,807,489
    
    
    
    5,255,845Total deferred tax assets
    
    
    1,984,230
    
    
    
    11,315,306
    
    
    
    22,877,658Valuation allowance on deferred tax assets
    
    
    (509,670
    )
    
    
    (6,398,723
    )
    
    
    (7,408,349
    )Net deferred tax assets
    
    
    1,474,560
    
    
    
    4,916,583
    
    
    
    15,469,309Analysis as:Current
    
    
    379,667
    
    
    
    2,109,095
    
    
    
    5,543,246Noncurrent
    
    
    1,094,893
    
    
    
    2,807,488
    
    
    
    9,926,063Total
    
    
    1,474,560
    
    
    
    4,916,583
    
    
    
    15,469,309
    F-38




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##### Table of Contents



15.
    
    DISTRIBUTION OF PROFIT
     16.
    
    RELATED PARTY TRANSACTIONS AND BALANCES
    F-39




---



##### Table of Contents





16.
    
    RELATED PARTY TRANSACTIONS AND BALANCES  continued
      17.
    
    COMMITMENTS AND CONTINGENCIES
 a)
    
    Capital commitments
  b)
    
    Materials purchase commitments
  c)
    
    Operating lease commitments
   Year ending December 31,2009
    
    
    222,4362010
    
    
    604,771Total
    
    
    827,207
  F-40




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##### Table of Contents



17.
    
    COMMITMENTS AND CONTINGENCIES  continued
 d)
    
    Contingencies
    18.
    
    SEGMENT INFORMATION
   F-41




---



##### Table of Contents



18.
    
    SEGMENT INFORMATION  continued
  Years ended December 31,2007
    
    
    2008
    
    
    2009$
    
    
    $
    
    
    $Europe:- Germany
    
    
    94,732,766
    
    
    
    198,529,460
    
    
    
    286,219,970- Spain
    
    
    120,831,232
    
    
    
    270,548,479
    
    
    
    101,849,024- Italy
    
    
    54,694,747
    
    
    
    149,684,950
    
    
    
    166,062,299- Belgium
    
    
    
    
    
    
    114,418,063
    
    
    
    173,422,962- Others
    
    
    21,041,085
    
    
    
    22,222,876
    
    
    
    60,598,197Europe Total
    
    
    291,299,830
    
    
    
    755,403,828
    
    
    
    788,152,452China
    
    
    6,373,106
    
    
    
    30,390,236
    
    
    
    24,434,338Mongolia
    
    
    1,458,774
    
    
    
    
    
    
    
    79,848South Africa
    
    
    
    
    
    
    
    
    
    
    Others
    
    
    2,687,487
    
    
    
    46,106,788
    
    
    
    32,468,937Total net revenues
    
    
    301,819,197
    
    
    
    831,900,852
    
    
    
    845,135,575
  19.
    
    MAJOR CUSTOMERS AND SUPPLIERS
  Net revenue
    
    
    Accounts receivableYear ended December 31,
    
    
    December 31,2007
    
    
    2008
    
    
    2009
    
    
    2007
    
    
    2008
    
    
    2009$
    
    
    $
    
    
    $
    
    
    $
    
    
    $
    
    
    $Company A
    
    
    44,731,992
    
    
    
    81,265,961
    
    
    
    473,670
    
    
    
    
    
    
    
    
    
    
    
    Company B
    
    
    
    
    
    
    58,430,433
    
    
    
    80,339,735
    
    
    
    
    
    
    
    55,796,138
    
    
    
    35,086,664
  F-42




---



##### Table of Contents



19.
    
    MAJOR CUSTOMERS AND SUPPLIERS  continued
  Advance to suppliersDecember 31,2007
    
    
    2008
    
    
    2009$
    
    
    $
    
    
    $Company I
    
    
    
    
    
    
    62,810,715
    
    
    
    60,909,170Company II
    
    
    16,647,408
    
    
    
    16,111,053
    
    
    
    15,867,279Company III
    
    
    14,400,000
    
    
    
    24,000,000
    
    
    
    21,600,000Company IV
    
    
    13,690,004
    
    
    
    15,907,300
    
    
    
    14,269,020Company V
    
    
    11,550,000
    
    
    
    
    
    
    
    Company VI
    
    
    10,350,000
    
    
    
    5,875,000
    
    
    
    Company VII
    
    
    
    
    
    
    
    
    
    
    17,744,468
 20.
    
    SUBSEQUENT EVENTS
    F-43




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##### Table of Contents



Appendix 1  Subsidiaries of Trina
  Place and date
    
    Attributableof incorporation/
    
    equityName of company
    
    establishment
    
    interest held
    
    Principal activityChangzhou Trina Solar
Energy Co., Ltd.
    
    PRC

December 26, 1997
    
   100%
    
    Manufacturing
and trading solar
modulesTop Energy International Limited
    
    Hong Kong 

July 18, 2006
    
   100%
    
    Procuring silicon and arranging tolling
manufacturingTrina Solar Korea Limited
    
    Korea 

September 22, 2008
    
   100%
    
    Sales and marketing
modules in KoreaTrina Solar (Singapore) Pte. Ltd.
    
    Singapore 

August 4, 2009
    
   100%
    
    Investing and trading
solar power projectsTrina Solar (Luxembourg)
S.A.R.L.
    
    Luxembourg 

June 26, 2009
    
   100%
    
    Investing and trading solar power projectsTrina Solar (U.S.) Inc.
    
    U.S.A 
September 3, 2009
    
   100%
    
    Sales and marketing
modules in United States of AmericaTrina Solar (U.S.) Holding Inc.
    
    U.S.A 

September 8, 2009
    
   100%
    
    Investment holdingTrina Solar (Germany) GmbH
    
    Germany 

June 25, 2009
    
   100%
    
    Sales and marketing
modules in GermanyTrina Solar (Switzerland) Ltd.
    
    Switzerland 

November 13, 2009
    
   100%
    
    European sales centerTrina Solar (Luxembourg) Holdings S.A.R.L.
    
    Luxembourg 

November 6, 2009
    
   100%
    
    Investment holdingTrina Solar (Spain) S.L.
    
    Spain 

December 15, 2009
    
   100%
    
    Sales and marketing
modules in SpainTrina Solar (Italy) S.r.l.
    
    Italy 

December 21, 2009
    
   100%
    
    Sales and marketing
modules in ItalyFotosolare Quarta S.r.l,
    
    Italy 

December 5, 2009
    
    Variable
interest
    
    Developing solar power
project Entity
  F-44




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##### Table of Contents



Additional Information  Financial Statement Schedule I  These financial statements have been prepared in conformity with Accounting Principles

Generally Accepted in the United States
 
  Guarantee
   F-45




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##### Table of Contents



BALANCE SHEETS
(In U.S. dollars)
 As of December 31,2007
    
    
    2008
    
    
    2009$
    
    
    $
    
    
    $ASSETSCurrent assets:Cash and cash equivalents
    
    
    20,749,062
    
    
    
    976,882
    
    
    
    100,836,223Investment in securities
    
    
    
    
    
    
    
    
    
    
    4,034,296Other receivables
    
    
    302,092
    
    
    
    574,718
    
    
    
    481,417Total current assets
    
    
    21,051,154
    
    
    
    1,551,600
    
    
    
    105,351,936Deferred convertible bond issuance cost
    
    
    
    
    
    
    1,710,214
    
    
    
    1,160,999Amount due from group companies
    
    
    155,826,973
    
    
    
    223,938,675
    
    
    
    63,665,428Investment in subsidiaries
    
    
    192,801,248
    
    
    
    343,897,225
    
    
    
    651,028,292TOTAL ASSETS
    
    
    369,679,375
    
    
    
    571,097,714
    
    
    
    821,206,655LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accrued expenses
    
    
    2,190,570
    
    
    
    4,793,149
    
    
    
    8,858,977Total current liabilities
    
    
    2,190,570
    
    
    
    4,793,149
    
    
    
    8,858,977Convertible note payable
    
    
    
    
    
    
    133,248,054
    
    
    
    135,122,565Total liabilities
    
    
    2,190,570
    
    
    
    138,041,203
    
    
    
    143,981,542Shareholders equity:Ordinary shares ($0.00001 par value; 5,000,000,000 shares
authorized, 2,552,940,486, 2,958,183,059
and 3,486,901,296
shares issued and outstanding as of
December 31, 2007, 2008 and 2009, respectively)
    
    
    25,533
    
    
    
    29,581
    
    
    
    34,869Additional paid-in capital
    
    
    304,877,619
    
    
    
    308,898,326
    
    
    
    455,453,178Retained earnings
    
    
    51,352,188
    
    
    
    112,712,460
    
    
    
    210,296,710Accumulated other comprehensive income
    
    
    11,233,465
    
    
    
    11,416,144
    
    
    
    11,440,356Total shareholders equity
    
    
    367,488,805
    
    
    
    433,056,511
    
    
    
    677,225,113TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    
    369,679,375
    
    
    
    571,097,714
    
    
    
    821,206,655
  F-46




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##### Table of Contents



STATEMENTS OF OPERATIONS
(In U.S. dollars)
 Year ended December 31,2007
    
    
    2008
    
    
    2009$
    
    
    $
    
    
    $Operating expensesSelling expenses
    
    
    1,369,719
    
    
    
    1,742,429
    
    
    
    2,722,092General and administrative expenses
    
    
    5,922,767
    
    
    
    7,156,768
    
    
    
    8,337,343Research and development expenses
    
    
    546,512
    
    
    
    257,948
    
    
    
    396,239Total operating expenses
    
    
    7,838,998
    
    
    
    9,157,145
    
    
    
    11,455,674Operating (loss) and gain
    
    
    (7,838,998
    )
    
    
    (9,157,145
    )
    
    
    (11,455,674
    )Interest expense
    
    
    
    
    
    
    (3,740,207
    )
    
    
    (7,949,517
    )Interest income
    
    
    1,911,519
    
    
    
    544,325
    
    
    
    113,857Equity in earnings of subsidiaries
    
    
    41,657,417
    
    
    
    73,713,299
    
    
    
    116,875,584Income before income taxes
    
    
    35,729,938
    
    
    
    61,360,272
    
    
    
    97,584,250Tax expense
    
    
    
    
    
    
    
    
    
    
    Net Income
    
    
    35,729,938
    
    
    
    61,360,272
    
    
    
    97,584,250
  F-47




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##### Table of Contents



STATEMENTS OF CASH FLOWS
(In U.S. dollars)
 Year ended December 31,2007
    
    
    2008
    
    
    2009$
    
    
    $
    
    
    $Operating activities:Net income
    
    
    35,729,938
    
    
    
    61,360,272
    
    
    
    97,584,250Equity in earnings of subsidiaries
    
    
    (41,657,417
    )
    
    
    (73,713,298
    )
    
    
    (116,403,409
    )Adjustments to reconcile net income to net cash
provided by operating activities:Share-based compensation
    
    
    1,740,388
    
    
    
    4,024,780
    
    
    
    4,278,502Changes in operating assets and liabilities:Other payable
    
    
    
    
    
    
    (1,220,549
    )
    
    
    6,782,686Other receivable
    
    
    (197,102
    )
    
    
    (272,651
    )
    
    
    (30,264
    )Accrued expenses
    
    
    (371,220
    )
    
    
    3,823,128
    
    
    
    (2,716,858
    )Amortization of convertible bond issuance costs
    
    
    
    
    
    
    1,162,141
    
    
    
    2,547,382Net cash used in operating activities
    
    
    (4,755,413
    )
    
    
    (4,836,177
    )
    
    
    (7,957,711
    )Investing activities:Investment in subsidiaries, net of cash acquired
    
    
    (80,000,000
    )
    
    
    (77,200,000
    )
    
    
    (190,807,123
    )Amounts due from group companies
    
    
    (144,679,631
    )
    
    
    (68,111,702
    )
    
    
    156,342,628Net cash used in investing activities
    
    
    (224,679,631
    )
    
    
    (145,311,702
    )
    
    
    (34,464,495
    )Financing activities:Proceeds from issuance of convertible notes payable,
net of issuance costs
    
    
    
    
    
    
    130,375,699
    
    
    
    Proceeds from issuance of restricted shares to employees
    
    
    208
    
    
    
    
    
    
    
    744,732Proceed from issuance of ordinary shares,
net of issuance costs
    
    
    163,470,704
    
    
    
    
    
    
    
    141,536,815Net cash provided by financing activities
    
    
    163,470,912
    
    
    
    130,375,699
    
    
    
    142,281,547Net change in cash and cash equivalents
    
    
    (65,964,132
    )
    
    
    (19,772,180
    )
    
    
    99,859,341Cash and cash equivalents at the beginning of the year
    
    
    86,713,194
    
    
    
    20,749,062
    
    
    
    976,882Cash and cash equivalents at the end of the year
    
    
    20,749,062
    
    
    
    976,882
    
    
    
    100,836,223
   F-48