UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), and (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
(Amendment No. 2)*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
þ Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. |
G90565 10 5 |
Page | 2 |
of | 16 |
1 | NAMES OF REPORTING PERSONS Good Energies II LP, acting by its general partner, Good Energies General Partner Jersey Limited |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Jersey, Channel Islands | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
0 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
0% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
CUSIP No. |
G90565 10 5 |
Page | 3 |
of | 16 |
1 | NAMES OF REPORTING PERSONS COFRA Jersey Limited |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Jersey, Channel Islands | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
0 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
0% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CUSIP No. |
G90565 10 5 |
Page | 4 |
of | 16 |
1 | NAMES OF REPORTING PERSONS COFRA Holding AG |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Switzerland | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
0 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
0% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CUSIP No. |
G90565 10 5 |
Page | 5 |
of | 16 |
1 | NAMES OF REPORTING PERSONS Good Energies (UK) LLP, acting by its managing member, Good Energies Investments Limited |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United Kingdom | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
0 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
0% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
PN |
CUSIP No. |
G90565 10 5 |
Page | 6 |
of | 16 |
1 | NAMES OF REPORTING PERSONS Good Energies AG |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Switzerland | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
0 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
0% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO |
CUSIP No. |
G90565 10 5 |
Page | 7 |
of | 16 |
1 | NAMES OF REPORTING PERSONS FIDARC SARL |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Luxembourg | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
0 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
0% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO |
CUSIP No. |
G90565 10 5 |
Page | 8 |
of | 16 |
1 | NAMES OF REPORTING PERSONS Good Energies Inc |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
0 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
0% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO |
CUSIP No. |
G90565 10 5 |
Page | 9 |
of | 16 |
1 | NAMES OF REPORTING PERSONS Good Energies Holdings Limited |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Jersey, Channel Islands | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
0 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
0% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO |
CUSIP No. |
G90565 10 5 |
Page | 10 |
of | 16 |
1 | NAMES OF REPORTING PERSONS The Banbury Settlement, acting through Fircroft Limited, as trustee |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) þ | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Channel Islands | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
0 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
0% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO |
CUSIP No. |
G90565 10 5 |
SCHEDULE 13G | Page | 11 |
of | 16 |
(a) | Name of Issuer: | ||
The name of the issuer is Trina Solar Limited. | |||
(b) | Address of Issuers Principal Executive Offices: | ||
The Companys principal executive offices are located at No.2 Xin Yuan Yi Road, Electronics Park, New District, Changzhou, Jiangsu 213031, Peoples Republic of China. |
(a) | Name of Person Filing: | ||
This statement is filed by: |
(i) | Good Energies II LP, acting by its general partner, Good Energies General Partner Jersey Limited | ||
(ii) | COFRA Jersey Limited | ||
(iii) | COFRA Holding AG | ||
(iv) | Good Energies (UK) LLP, acting through its managing member, Good Energies Investments Limited | ||
(v) | Good Energies AG |
(vi) | FIDARC SARL | ||
(vii) | Good Energies Inc | ||
(viii) | Good Energies Holdings Limited | ||
(ix) | The Banbury Settlement, acting through Fircroft Limited, as trustee (collectively, the Reporting Persons) |
(b) | Address of Principal Business Office or, if none, Residence: | ||
The address of the principal business office of Good Energies II LP is at 2nd Floor, Windward House, La Route de la Liberation, St. Helier, JE2 3BQ Jersey, the Channel Islands. | |||
The address of the principal business office of Good Energies General Partner Jersey Limited is at 2nd Floor, Windward House, La Route de la Liberation, St. Helier, JE2 3BQ Jersey, the Channel Islands. | |||
The address of the principal business office of COFRA Jersey Limited is at 2nd Floor, Windward House, La Route de la Liberation, St. Helier, JE2 3BQ Jersey, the Channel Islands. | |||
The address of the principal business office of COFRA Holding AG is at Grafenauweg 10, Zug CH-6301, Switzerland. |
CUSIP No. |
G90565 10 5 |
SCHEDULE 13G | Page | 12 |
of | 16 |
The address of the principal business office of Good Energies (UK) LLP is at Standbrook House, 2-5 Old Bond Street, London, W1S 4PD, United Kingdom. | |||
The address of the principal business office of Good Energies Investments Limited is at Standbrook House, 2-5 Old Bond Street, London, W1S 4PD, United Kingdom. | |||
The address of the principal business office of Good Energies AG is at Grafenauweg 4, CH-6301, Zug, Switzerland. | |||
The address of the principal business office of FIDARC SARL is at 48 Rue de Bragance, Luxembourg, Grand Duchy of Luxenbourg. | |||
The address of the principal business office of Good Energies Inc is at 277 Park Avenue, 29th Floor, New York, NY 10172, USA. | |||
The address of the principal business of the office of Good Energies Holdings Limited is at 15 Esplanade, St. Helier, Jersey JE1 1RB, the Channel Islands. | |||
The address of the principal business of the office of Fircroft is at 15 Esplanade, St. Helier, Jersey JE1 1RB, the Channel Islands. | |||
(c) | Citizenship: | ||
Good Energies II LP is a limited partnership organized under the laws of Jersey, the Channel Islands. | |||
Good Energies General Partner Jersey Limited is a company incorporated in Jersey, the Channel Islands. |
COFRA Jersey Limited is a company incorporated in Jersey, the Channel Islands. | |||
COFRA Holding AG is a company incorporated in Switzerland. | |||
Good Energies (UK) LLP is a limited liability partnership organized under the laws of the United Kingdom. | |||
Good Energies Investments Limited is a company incorporated in the United Kingdom. | |||
Good Energies AG is a company incorporated in Switzerland. | |||
FIDARC SARL is a company incorporated in Luxembourg. | |||
Good Energies Inc is a company incorporated in Delaware. | |||
Good Energies Holdings Limited is a company incorporated in Jersey, the Channel Islands. | |||
Fircroft Limited is a company incorporated in Jersey, the Channel Islands. | |||
(d) | Title of Class of Securities: | ||
Ordinary Shares. |
CUSIP No. |
G90565 10 5 |
SCHEDULE 13G | Page | 13 |
of | 16 |
(e) | CUSIP Number: G90565 10 5 |
Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
(a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||||
(b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||||
(c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||||
(d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||||
(e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||||
(f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||||
(g) | o | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | ||||
(h) | o | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||
(i) | o | A church plan that is excluded from the definition of an investment company under section |
3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||||||
(j) | o | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | ||||
(k) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
CUSIP No. |
G90565 10 5 |
SCHEDULE 13G | Page | 14 |
of | 16 |
Item 5. | Ownership of Five Percent or Less of a Class |
Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Item 8. | Identification and Classification of Members of the Group. |
Item 9. | Notice of Dissolution of Group. |
Item 10. | Certification. |
CUSIP No. |
G90565 10 5 |
SCHEDULE 13G | Page | 15 |
of | 16 |
by: | /s/ F M Kennedy | by: | /s/ P A Bradshaw | |||||||||||
Name: | F M Kennedy | Name: | P A Bradshaw | |||||||||||
Title: | Director | Title: | Director | |||||||||||
COFRA JERSEY LIMITED | ||||||||||||||
by: | /s/ F M Kennedy | by: | /s/ P A Bradshaw | |||||||||||
Name: | F M Kennedy | Name: | P A Bradshaw | |||||||||||
Title: | Director | Title: | Director | |||||||||||
COFRA HOLDING AG | ||||||||||||||
by: | /s/ Rob Smeele | by: | /s/ Frank Stapper | |||||||||||
Name: | Rob Smeele | Name: | Frank Stapper | |||||||||||
Title: | Head of Group Taxation | Title: | Legal Manager Switzerland | |||||||||||
GOOD ENERGIES (UK) LLP, acting by its managing member, GOOD ENERGIES INVESTMENTS LIMITED | ||||||||||||||
by: | /s/ Joost Becker | by: | /s/ Ian Taylor | |||||||||||
Name: | Joost Becker | Name: | Ian Taylor | |||||||||||
Title: | Director | Title: | Director | |||||||||||
GOOD ENERGIES AG | ||||||||||||||
by: | /s/ Marcel Brenninkmeijer | by: | /s/ Stefan Schoenbeck | |||||||||||
Name: | Marcel Brenninkmeijer | Name: | Stefan Schoenbeck | |||||||||||
Title: | Chairman | Title: | Financial Controller |
CUSIP No. |
G90565 10 5 |
SCHEDULE 13G | Page | 16 |
of | 16 |
FIDARC SARL | ||||||||||||||
by: | /s/ Raf Bogaerts | by: | /s/ Michel de Groote | |||||||||||
Name: | Raf Bogaerts | Name: | Michel de Groote | |||||||||||
Title: | Manager | Title: | Manager | |||||||||||
GOOD ENERGIES INC. | ||||||||||||||
by: | /s/ Michelle S. Riley | by: | /s/ Ronald Fishman | |||||||||||
Name: | Michelle S. Riley | Name: | Ronald Fishman | |||||||||||
Title: | Attorney-in-fact | Title: | Attorney-in-fact | |||||||||||
GOOD ENERGIES HOLDINGS LIMITED | ||||||||||||||
by: | /s/ Julian Hayden | |||||||||||||
Name: | Julian Hayden | |||||||||||||
Title: | Director | |||||||||||||
THE BANBURY SETTLEMENT, acting through FIRCROFT LIMITED, as trustee | ||||||||||||||
by: | /s/ Steven Robinson | |||||||||||||
Name: | Steven Robinson | |||||||||||||
Title: | Director |
Exhibit | Description | |
99.1
|
Response to Item 8* | |
99.2
|
Joint Filing Agreement* |
* | Previously filed. |