Filed by Bowne Pure Compliance

0001362310-07-003169.txt : 20071126 0001362310-07-003169.hdr.sgml : 20071126 20071126154702 ACCESSION NUMBER: 0001362310-07-003169 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20071126 DATE AS OF CHANGE: 20071126 GROUP MEMBERS: GOOD ENERGIES (UK) LLP GROUP MEMBERS: GOOD ENERGIES AG GROUP MEMBERS: GOOD ENERGIES II LP ACTING BY ITS GENERAL PARTNER GROUP MEMBERS: GOOD ENERGIES INC 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: 071266282 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: COFRA Jersey LTD CENTRAL INDEX KEY: 0001419281 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 3RD FLOOR, BRITANNIC HOUSE STREET 2: 9 HOPE STREET CITY: ST HELIER, JERSEY, CHANNEL ISL STATE: X0 ZIP: JE2 3NS BUSINESS PHONE: 44-1534-754-500 MAIL ADDRESS: STREET 1: 3RD FLOOR, BRITANNIC HOUSE STREET 2: 9 HOPE STREET CITY: ST HELIER, JERSEY, CHANNEL ISL STATE: X0 ZIP: JE2 3NS SC 13G 1 c71683sc13g.htm SCHEDULE 13G Filed by Bowne Pure Compliance


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

Trina Solar Limited

(Name of Issuer)

Common Stock

(Title of Class of Securities)

G90565105

(CUSIP Number)

November 14, 2007

(Date of Event Which Requires Filing of this Statement)

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 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 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.		G90565105		Page		2		of		11


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			136,452,242

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			136,452,242

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	136,452,242

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)

	6.3%**

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

** Based on 2,172,564,728 ordinary shares of Trina Solar Limited outstanding as at December 31, 2006.


CUSIP No.		G90565105		Page		3		of		11


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			136,452,242

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			136,452,242

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	136,452,242

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)

	6.3%**

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

** Based on 2,172,564,728 ordinary shares of Trina Solar Limited outstanding as at December 31, 2006.


CUSIP No.		G90565105		Page		4		of		11


1	NAMES OF REPORTING PERSONS Good Energies (UK) LLP


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			136,452,242

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			136,452,242

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	136,452,242

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)

	6.3%**

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN

** Based on 2,172,564,728 ordinary shares of Trina Solar Limited outstanding as at December 31, 2006.


CUSIP No.		G90565105		Page		5		of		11


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			136,452,242

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			136,452,242

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	136,452,242

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)

	6.3%**

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

** Based on 2,172,564,728 ordinary shares of Trina Solar Limited outstanding as at December 31, 2006.


CUSIP No.		G90565105		Page		6		of		11


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			136,452,242

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			136,452,242

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	136,452,242

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)

	6.3%**

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

** Based on 2,172,564,728 ordinary shares of Trina Solar Limited outstanding as at December 31, 2006.


CUSIP No. G90565105		SCHEDULE 13G		Page 7 of 11 Pages

Item 1.

	(a)		Name of Issuer:

			The name of the issuer is Trina Solar Limited.

	(b)		Address of Issuer’s Principal Executive Offices:

			The Company’s principal executive offices are located at 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:

			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)		Good Energies Inc;

	(iv)		Good Energies (UK) LLP; and

	(v)		Good Energies AG.

	(b)		Address of Principal Business Office or, if none, Residence:

			The address of the principal business office of Good Energies II LP is at 3rd Floor, Britannic House, 9 Hope Street, St Helier, Jersey JE2 3NS, the Channel Islands.

			The address of the principal business office of Good Energies General Partner Jersey Limited is at 3rd Floor, Britannic House, 9 Hope Street, St Helier, Jersey JE2 3NS, the Channel Islands.

			The address of the principal business office of Cofra Jersey Limited is at 3rd Floor, Britannic House, 9 Hope Street, St Helier, Jersey JE2 3NS, the Channel Islands.

			The address of the principal business office of Good Energies Inc is at 1114 Avenue of the Americas, Suite 2802, New York, NY 10036, USA.

			The address of the principal business office of Good Energies (UK) LLP is at Fifth Floor 29 Farm Street, London, W1J 5RL, England.

			The address of the principal business office of Good Energies AG is at Grafenauweg 4, PO Box CH-6301, Zug, Switzerland.

	(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, acting as the general partner of Good Energies II LP, is a company incorporated in Jersey, the Channel Islands.

			Cofra Jersey Limited is a company incorporated in Jersey, the Channel Islands.

			Good Energies Inc is a company incorporated in the USA.

			Good Energies (UK) LLP is a limited liability partnership organized under the laws of the United Kingdom.

			Good Energies AG is a company incorporated in Switzerland.

	(d)		Title of Class of Securities:

			Ordinary Shares.


CUSIP No. G90565105		SCHEDULE 13G		Page 8 of 11 Pages

(e)

CUSIP Number: G90565105


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	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

A. Good Energies II LP acting by its general partner Good Energies General Partner Jersey Limited;

(a)		Amount beneficially owned: 136,452,242

(b)		Percent of class: 6.3%

(c)		Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: -0-
(ii) Shared power to vote or to direct the vote: 136,452,242
(iii) Sole power to dispose or to direct the disposition of: -0-
(iv) Shared power to dispose or to direct the disposition of: 136,452,242

B. Cofra Jersey Limited;

(a)		Amount beneficially owned: 136,452,242

(b)		Percent of class: 6.3%

(c)		Number of shares as to which the person has:


CUSIP No. G90565105		SCHEDULE 13G		Page 9 of 11 Pages

C. Good Energies Inc

(a)		Amount beneficially owned: 136,452,242

(b)		Percent of class: 6.3%

(c)		Number of shares as to which the person has:

D. Good Energies (UK) LLP

(a)		Amount beneficially owned: 136,452,242

(b)		Percent of class: 6.3%

(c)		Number of shares as to which the person has:

E. Good Energies AG

(a)		Amount beneficially owned: 136,452,242

(b)		Percent of class: 6.3%

(c)		Number of shares as to which the person has:


CUSIP No. G90565105		SCHEDULE 13G		Page 10 of 11 Pages

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 or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

See Exhibit 99.1.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


CUSIP No. G90565105		SCHEDULE 13G		Page 11 of 11 Pages

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: November 26, 2007.


GOOD ENERGIES II LP acting by its General Partner GOOD ENERGIES GENERAL PARTNER JERSEY LIMITED

	by:	/s/ Paul Bradshaw	Fintan Kennedy

		Name: Paul Bradshaw	Fintan Kennedy
		Title: Directors

COFRA JERSEY LIMITED

	by:	/s/ Paul Bradshaw	Fintan Kennedy

		Name: Paul Bradshaw	Fintan Kennedy
		Title: Directors

GOOD ENERGIES INC

	by:	/s/ John Drury

		Name: John Drury
		Title: Director

GOOD ENERGIES (UK) LLP acting by its managing member GOOD ENERGIES INVESTMENTS LIMITED

	by:	/s/ Rachael Convery	John Drury

		Name: Rachael Convery	John Drury
		Title: Directors

GOOD ENERGIES AG

	by:	/s/ Marcel Breninnkmeijer

		Name: Marcel Breninnkmeijer
		Title: Director

Exhibit Index


Exhibit		Description
99.1		Response to Item 8
99.2		Joint Filing Agreement

EX-99.1 2 c71683exv99w1.htm EXHIBIT 99.1 Filed by Bowne Pure Compliance

Exhibit 99.1

The 136,452,242 ordinary shares of Trina Solar Limited (“Trina Solar”) reported in this filing (“Ordinary Shares”) are beneficially owned by members of a group comprising Good Energies II LP (the “Partnership”) (acting by its general partner Good Energies General Partner Jersey Limited (the “General Partner”)), Cofra Jersey Limited (“Cofra Jersey”), Good Energies Inc, Good Energies AG and Good Energies (UK) LLP (collectively, the “Three Managers”), among which, the Partnership is the registered direct owner of the Ordinary Shares, and the Three Managers, appointed by the General Partner as joint investment managers of the Partnership’s investment in Trina Solar, have the full power and authority in voting and disposal of the Ordinary Shares, while the General Partner, appointed by Cofra Jersey Limited as nominee on its behalf, has the power to veto disposal decisions made by the Three Managers.

EX-99.2 3 c71683exv99w2.htm EXHIBIT 99.2 Filed by Bowne Pure Compliance

Exhibit 99.2

Agreement of Joint Filing

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the ordinary shares, of Trina Solar Limited and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of November 26, 2007.


GOOD ENERGIES II LP acting by its General Partner GOOD ENERGIES GENERAL PARTNER JERSEY LIMITED

by:	/s/ Paul Bradshaw	Fintan Kennedy

	Name: Paul Bradshaw	Fintan Kennedy
	Title: Directors

COFRA JERSEY LIMITED

by:	/s/ Paul Bradshaw	Fintan Kennedy

	Name: Paul Bradshaw	Fintan Kennedy
	Title: Directors

GOOD ENERGIES INC

by:	/s/ John Drury

	Name: John Drury
	Title: Director

GOOD ENERGIES (UK) LLP acting by its managing member GOOD ENERGIES INVESTMENTS LIMITED

by:	/s/ Rachael Convery	John Drury

	Name: Rachael Convery	John Drury
	Title: Directors

GOOD ENERGIES AG

by:	/s/ Marcel Breninnkmeijer

	Name: Marcel Breninnkmeijer
	Title: Director