Schedule 13G

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ByNsaUiuzMQWWtyNS6m46iutdl/FReqjRPv4VDmfjizAGu5KE5DE4nuIzQvCrfkq jJkHQ6XQgq+oauZXq2GtoA== 0001193125-07-026795.txt : 20070212 0001193125-07-026795.hdr.sgml : 20070212 20070212121333 ACCESSION NUMBER: 0001193125-07-026795 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070212 DATE AS OF CHANGE: 20070212 GROUP MEMBERS: MILESTONE CHINA OPPORTUNITIES FUND I, L.P. GROUP MEMBERS: MILESTONE SOLAR HOLDINGS I LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Trina Solar LTD CENTRAL INDEX KEY: 0001382158 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 STATE OF INCORPORATION: F4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82526 FILM NUMBER: 07601262 BUSINESS ADDRESS: STREET 1: NO. 2 XIN YUAN YI ROAD ELECTRONICS PARK STREET 2: NEW DISTRICT, CHANGZHOU, JIANGSU 213031 CITY: CHANGZHOU STATE: F4 ZIP: 213031 BUSINESS PHONE: 86 519 548 2008 MAIL ADDRESS: STREET 1: NO. 2 XIN YUAN YI ROAD ELECTRONICS PARK STREET 2: NEW DISTRICT, CHANGZHOU, JIANGSU 213031 CITY: CHANGZHOU STATE: F4 ZIP: 213031 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MILESTONE CAPITAL MANAGEMENT LTD CENTRAL INDEX KEY: 0001388860 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: UNIT 2109-2110, FORTUNE GATE STREET 2: NO. 1701 WEST BEIJING ROAD CITY: SHANGHAI STATE: F4 ZIP: 200040 BUSINESS PHONE: (8621)6288-4247 MAIL ADDRESS: STREET 1: UNIT 2109-2110, FORTUNE GATE STREET 2: NO. 1701 WEST BEIJING ROAD CITY: SHANGHAI STATE: F4 ZIP: 200040 SC 13G 1 dsc13g.htm SCHEDULE 13G Schedule 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 13d-2 (b)

(Amendment No. )*

Trina Solar Limited

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G90565 10 5

(CUSIP Number)

Initial Public Offering – December 22, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on 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).

(Continued on following pages)


CUSIP NO. G90565 10 5		Schedule 13 G


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

		Milestone Capital Management Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) x
3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION

		Cayman Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER

		136,452,242 ordinary shares
		6 SHARED VOTING POWER

		0
		7 SOLE DISPOSITIVE POWER

		136,452,242 ordinary shares
		8 SHARED DISPOSITIVE POWER

		0


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	136,452,242 ordinary shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	6.3%
12	TYPE OF REPORTING PERSON*

	CO


CUSIP NO. G90565 10 5		Schedule 13 G


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

		Milestone Solar Holdings I Limited
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) x
3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION

		British Virgin Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER

		136,452,242 ordinary shares
		6 SHARED VOTING POWER

		0
		7 SOLE DISPOSITIVE POWER

		136,452,242 ordinary shares
		8 SHARED DISPOSITIVE POWER

		0


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	136,452,242 ordinary shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	6.3%
12	TYPE OF REPORTING PERSON*

	CO


CUSIP NO. G90565 10 5		Schedule 13 G


1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

		Milestone China Opportunities Fund I, L.P.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
		(a) ¨
		(b) x
3		SEC USE ONLY

4		CITIZENSHIP OR PLACE OF ORGANIZATION

		Cayman Islands


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5 SOLE VOTING POWER

		136,452,242 ordinary shares
		6 SHARED VOTING POWER

		0
		7 SOLE DISPOSITIVE POWER

		136,452,242 ordinary shares
		8 SHARED DISPOSITIVE POWER

		0


9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	136,452,242 ordinary shares
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*	¨

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

	6.3%
12	TYPE OF REPORTING PERSON*

	PN

ITEM 1

(a).

NAME OF ISSUER:

Trina Solar Limited (the “Issuer”)

ITEM 1

(b).

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

No. 2 Xin Yuan Yi Road, Electronics Park, New District, Changzhou, Jiangsu 213031, People’s Republic of China

ITEM 2

(a).

NAME OF PERSON FILING:

Milestone Capital Management Limited

Milestone Solar Holdings I Limited

Milestone China Opportunities Fund I, L.P.

ITEM 2

(b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:

The registered address of Milestone Capital Management Limited is Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman, Cayman Islands.

The registered address of Milestone Solar Holdings I Limited is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

The registered address of Milestone China Opportunities Fund I, L.P. is P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands.

ITEM 2

(c)

CITIZENSHIP:

The place of organization of Milestone Capital Management Limited and Milestone China Opportunities Fund I, L.P. is the Cayman Islands. The place of organization of Milestone Solar Holdings I Limited is British Virgin Islands.

ITEM 2

(d).

TITLE OF CLASS OF SECURITIES:

Ordinary Shares, $0.00001 par value

ITEM 2

(e).

CUSIP NUMBER:

G90565 10 5

ITEM 3.

Not Applicable


ITEM 4.		OWNERSHIP:

Reporting person

Amount
beneficially
owned:

Percent

of class:

Sole power

to vote or
direct

the vote:

Shared

power to
vote or to
direct

the vote:

Sole power to
dispose or to
direct the
disposition of:

Shared power
to dispose or to
direct the
disposition of:

Milestone Capital Management Limited

136,452,242
ordinary
shares

6.3%

136,452,242
ordinary
shares

Milestone Solar Holdings I Limited

136,452,242
ordinary
shares

6.3%

136,452,242
ordinary
shares

Milestone China Opportunities Fund I, L.P.

136,452,242
ordinary
shares

6.3%

136,452,242
ordinary
shares



		Milestone Solar Holdings I Limited is the record owner of 136,452,242 ordinary shares of the Issuer. Milestone China Opportunities Fund I, L.P. is the sole shareholder of Milestone Solar Holdings I Limited. Milestone Capital Management Limited is the general partner of Milestone China Opportunities Fund I, L.P. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of Milestone Capital Management Limited and Milestone China Opportunities Fund I, L.P may be deemed to beneficially own all of the shares held by Milestone Solar Holdings I Limited.

ITEM 5.		OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

		Not applicable

ITEM 6.		OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

		Not applicable

ITEM 7.		IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

		Not applicable

ITEM 8.		IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

		Not applicable

ITEM 9.		NOTICE OF DISSOLUTION OF GROUP:

		Not applicable

ITEM 10.		CERTIFICATION:

		Not applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 12, 2007


Milestone Capital Management Limited	By:	/s/ Yunli Lou
	Name:	Yunli Lou
	Title:	Director

Milestone Solar Holdings I Limited	By:	/s/ Yunli Lou
	Name:	Yunli Lou
	Title:	Director

Milestone China Opportunities Fund I, L.P.	By:	/s/ Yunli Lou
	Name:	Yunli Lou
	Title:	Director

LIST OF EXHIBITS


Exhibit No.		Description
A		Joint Filing Agreement

EX-99.(A) 2 dex99a.htm JOINT FILING AGREEMENT Joint Filing Agreement

EXHIBIT A

Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value $0.00001 per share, of Trina Solar Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

[Remainder of this page has been left intentionally blank.]

Signature Page

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of the 12th day of February 2007.


Milestone Capital Management Limited	By:	/s/ Yunli Lou
	Name:	Yunli Lou
	Title:	Director

Milestone Solar Holdings I Limited	By:	/s/ Yunli Lou
	Name:	Yunli Lou
	Title:	Director

Milestone China Opportunities Fund I, L.P.	By:	/s/ Yunli Lou
	Name:	Yunli Lou
	Title:	Director

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