UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 20-F/A
 AMENDMENT NO. 1
 
  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, 2008
 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
   (Translation of Registrants Name Into English)
  (Jurisdiction of Incorporation or Organization)
 
 (Address of Principal Executive Offices)
 
 
 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
 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
    
    New York Stock Exchange100 ordinary shares, par value $0.00001 per share
 
 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)
  2,958,183,059 ordinary shares, par value $0.00001 per share, as of December 31, 2008.
 Yes o No þ
 o þ
 þ o
 o o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
  þ
 o  o
  o  o
 o þ
  Yes o No o




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EXPLANATORY NOTE
  Form 20-F,
  2




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##### 



Item 19. Exhibits
 1.1
    
    
    Amended and Restated Memorandum and Articles of Association of the
Registrant (incorporated by reference to Exhibit 3.1 of our Registration
Statement on Form F-1 (file No. 333-142970) filed with the Securities and
Exchange Commission on May 15, 2007)2.1
    
    
    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)
  3




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##### 



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)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, 20084.21
    
    
    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)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 herewith.**
    
    Previously filed with the annual report on Form 20-F.
    
    Confidential treatment is being requested with respect to portions of these exhibits 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.  4




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##### 



SIGNATURES
  Trina Solar LimitedBy:
    /s/ Jifan GaoName:
    Jifan GaoTitle:
    Chairman and Chief Executive Officer   5




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##### 



EXHIBIT INDEX
 1.1
    
    
    Amended and Restated Memorandum and Articles of Association of the
Registrant (incorporated by reference to Exhibit 3.1 of our Registration
Statement on Form F-1 (file No. 333-142970) filed with the Securities and
Exchange Commission on May 15, 2007)2.1
    
    
    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)
  6




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##### 



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)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, 20084.21
    
    
    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)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 herewith.**
    
    Previously filed with the annual report on Form 20-F.
    
    Confidential treatment is being requested with respect to portions of these exhibits 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.  7