Stock code: 688599 Stock abbreviation: Trina Solar Announcement No.: 2024-100

Convertible bond code: 118031 Convertible bond abbreviation: day 23 convertible bond

Trina Solar Co., Ltd

Announcement on the sale of assets to obtain shares and business cooperation

The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.

Important Content Notes:

Trina Solar Co., Ltd. (hereinafter referred to as the "Company") held its meeting on November 5, 2024

At the 14th meeting of the 3rd session of the board of directors and the 8th meeting of the 3rd board of supervisors, the meeting deliberated and passed the "Proposal on External Sale of Assets and Business Cooperation", and agreed that the company's wholly-owned subsidiary, TrinaSolar (Schweiz) AG (hereinafter referred to as "TSW"), will sell its core asset TrinaSolarUSManufacturingModule1, LLC (hereinafter referred to as "TUM1") to FREYRBattery. Inc. (hereinafter referred to as "FREYR"). The underlying asset involved in this restructuring is the company's 5GW module factory in the United States, which is about to be put into operation.

Upon completion of the transaction, the Company will receive: 1) $100 million in cash; 2) The face value is $150 million

senior notes; 3) 45,877,960 ordinary shares of FREYR, which were acquired in two tranches: the first tranche of 15,437,847 additional shares issued by FREYR to the Company after the relevant closing terms were met, representing 9.9% of the total share capital after the offering; In the second phase, after the relevant approvals are approved, FREYR will receive an additional 30,440,113 shares issued by FREYR to the company, which will be combined in view of FREYR's issuance of additional shares to other investors during the same period in the second phase

The 45,877,960 shares held by FREYR accounted for approximately 19.08% of FREYR's shares at that time. If the second stage of approval is not passed, the public

The Company will receive approximately $80 million of FREYR's senior notes as compensation.

After the completion of this transaction, FREYR and the company will jointly implement a multi-stage strategic cooperation plan, and the modules produced by FREYR will continue to use the company's brand and cooperate with the company to sell externally, so as to ensure the supply of products made in the United States and further enhance the company's product competitiveness and influence in the U.S. market. The specific details of the cooperation are still under negotiation between the two parties, including but not limited to technical cooperation, operation cooperation, sales cooperation, etc. (hereinafter referred to as "follow-up cooperation"). At the same time, the company will appoint directors, chief operating officers, chief strategy officers and other parties

Deeper involvement in FREYR's day-to-day operations.

The sale of assets itself does not involve related party transactions, and there is no related relationship between the company and the actual controller of the company and the counterparty, nor does there be any other relationship in terms of property rights, business, assets, creditor's rights and debts, personnel, etc. Trinaway InvestmentSecond Ltd (hereinafter referred to as "Trinaway"), which is controlled by Ms. Wu Chunyan, the spouse of Mr. Gao Jifan, the actual controller of the Company, intends to subscribe for 14,050,000 new shares issued by FREYR for US$14,752,500, which constitutes a joint investment between the Company and related parties, as detailed in details

See the company's "About Related Party Participation in Equity" disclosed on the website of the Shanghai Stock Exchange on November 7, 2024

Announcement on Investment and Related Party Transactions. This transaction does not involve a performance compensation commitment arrangement, nor does it constitute a major asset restructuring as stipulated in the Administrative Measures for Material Asset Restructuring of Listed Companies. According to the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Articles of Association of Trina Solar Co., Ltd. (hereinafter referred to as the "Articles of Association") and other relevant regulations, if the transaction is successfully implemented, it is expected that the profit generated will account for more than 10% of the company's audited net profit in the most recent fiscal year, and the absolute amount will exceed 1 million yuan, so the transaction has been deliberated and approved by the board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation.

The transaction can only be formally completed after meeting certain preconditions for delivery in accordance with the agreement, and the counterparty shall complete the payment of the transaction consideration and the delivery of property rights in a timely manner in accordance with the agreement.

1. Transaction Overview

(1) Transaction background

TSW, a wholly-owned subsidiary of the Company, intends to sell its core asset TUM1 to FREYR and obtain the corresponding equity, debt and cash from FREYR. FREYR is a New York Stock Exchange-listed company (NYSE: FREY) that develops sustainable batteries and clean energy solutions with a mission to accelerate the decarbonization of the global energy system through the industrialization of technologies along the battery and renewable energy value chain.

The transaction will promote the better development of the Tianhe brand in the United States by retaining the technology and brand output, combining the industry experience and government relations of the counterparty's management in the U.S. and Nordic capital markets and external consultants, so as to promote the implementation of the company's overall strategic layout, further optimize the allocation of overseas assets, and improve the operational efficiency and profitability of overseas business. At the same time, the transaction will realize investment appreciation through rapid cash recovery, acquisition of shares and debt, and continue to share in the high profitability of the photovoltaic business in the United States.

(2) Deliberation of the transaction

According to the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Articles of Association and other relevant regulations, if the transaction is successfully implemented, it is expected that the profit generated will account for more than 10% of the company's audited net profit in the most recent fiscal year, and the absolute amount will exceed 1 million yuan, so the transaction needs to be submitted to the company's board of directors for deliberation.

On November 5, 2024, the company held the 14th meeting of the third board of directors, and the third board of supervisors held the first meeting

At the eighth meeting, the "Proposal on Selling Assets and Business Cooperation" was deliberated and passed. Mr. Gao Jifan, Ms. Gao Haichun and Mr. Gao Jiqing, as affiliated directors, have recused themselves from voting. The transaction is not subject to the approval of the general meeting of shareholders.

Second, the basic situation of the counterparty

(1) A brief description of the counterparty

1. Company name: FREYR Battery, Inc.

2. Enterprise type: Overseas listed company

3. Major shareholder: FREYR has no actual controller, and is currently the largest shareholder EncompassCapitalAdvisors

LLC holds 12.56% of the shares, and Koch, Inc, the second largest shareholder, holds 8.2% of the shares, and there is no connection between the two shareholders

System.

4. Registered capital: 3,650,000 USD

5. Date of Establishment: January 20, 2021

6. Company address: 1209 Orange Street, in the City of Wilmington, County of New Castle,

State of Delaware, 19801

7. Main business: FREYR provides battery solutions in the United States, Norway and other places. The Company develops battery production facilities, and its products are primarily used in energy storage systems and commercial mobility, including marine applications and the commercial vehicle market.

8. Financial Data:

Unit: thousands of United States dollars

Key Financial Indicators January-June 2024/June 30, 2024 2023/December 2023

Day (Audited)

Operating income 0 0

Net profit -55,851 -73,096

Total assets 644,381 732,185

Cash and cash equivalents 219,560 253,339

Total liabilities 81,532 97,469

Total net assets 562,849 634,716

Note: Financial data for 2023 has been audited by PricewaterhouseCoopersAS, and data for January-June 2024 is not available

Audit.

The Company has evaluated FREYR's financial condition and other circumstances and believes that it has a good ability to pay, and the potential credit risk and performance risk of this transaction are low.

(2) Affiliation with listed companies

There is no other relationship between the company, the actual controller of the company and the counterparty, in terms of property rights, business, assets, creditor's rights and debts, personnel, etc.

Third, the basic situation of the transaction target

(1) The basic information of the subject matter of the transaction

The subject of this transaction is the core asset TUM1 of TSW, a wholly-owned subsidiary of the company, and the transaction category is "Shanghai

Paragraph 1 of Article 7.1.1 of the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Stock Exchange "Purchase or Sale of Assets".

Company name is Trina Solar US Manufacturing Module 1, LLC

Legal representative: Gao Jifan

Founded: June 28, 2023

The registered capital is 100 USD

Trina Solar US Manufacturing Holding, Inc., a major shareholder, holds 95% of the shares.

Trina Solar US Manufacturing Module Associated Entity 1,

LLC holds 5% of the shares, and the above shareholders are wholly owned subsidiaries of the Company.

Main business: Component production and manufacturing

Company address 1999 Bryan St., Suite 900, Dallas, TX 75201-3136

Whether it is a judgment defaulter No

Note: The core asset of this transaction is TUM1, and the specific implementation level is completed by the platform company on the upper layer of TUM1

After the internal asset restructuring, TUM1 was transferred to FREYR by way of the transfer of equity in the platform company.

(B) a description of the ownership status

TUM1, the target company of this transaction, has clear property rights and does not have any mortgages, pledges or any other restrictions

In the case of the transfer, it does not involve major litigation, arbitration matters or judicial procedural measures such as seizure and freezing of the target company, and there are no other circumstances that hinder the transfer of ownership.

(3) The financial data of the transaction target and its subsidiaries in the latest year

Unit: RMB

Key Financial Indicators January-September 2024/September 30, 2024 2023/December 31, 2023

Sun day

Operating income 295,404,753.06 0

Net profit -188,394,116.65 -15,579,548.08

Total assets 5,081,578,079.94 851,437,518.96

Total liabilities 4,581,672,577.37 158,530,496.43

Total net assets 499,905,502.57 692,907,022.53

Note: The above data are unaudited.

Fourth, the pricing of this transaction

The net assets of the subject of this transaction are 499,905,502.57 yuan, and the pricing of this transaction is based on TUM1

The company and FREYR have determined through friendly negotiation that the consideration for this subject transaction includes:

1. $100 million in cash;

2. Senior notes with a face value of US$150 million;

3. 45,877,960 shares of FREYR common stock, which were acquired in two phases: the first stage was related to the satisfaction of the goods

After the closing terms, FREYR received an additional 15,437,847 shares to be issued to the Company, representing the total share capital after the offering

9.9% ； The second phase will be to obtain a new issuance from FREYR to the company after the relevant approvals are approved

30,440,113 shares, in view of FREYR's issuance of additional shares to other investors during the same period in the second phase, the company merged

The total of 45,877,960 shares held by FREYR accounted for approximately 19.08% of FREYR's shares at that time. If the second stage of approval is not approved

, the Company will receive approximately $80 million of FREYR's senior notes as compensation.

5. The main content of the transaction agreement

(1) The subject of the agreement

Acquirer: FREYR Battery, Inc.,

Party B (Seller): Trina Solar (Schweiz) AG

(2) Subject of transfer: Trina Solar US Manufacturing Module 1, LLC

(3) The transfer price includes:

1. $100 million in cash;

2. Senior notes with a face value of US$150 million;

3. 45,877,960 shares of FREYR common stock, which were acquired in two phases: the first stage was in the satisfaction phase

After the closing terms, FREYR received an additional 15,437,847 shares issued to the Company, representing the total share capital after the issuance

of 9.9%; The second phase will be to obtain a new issuance from FREYR to the company after the relevant approvals are approved

30,440,113 shares, in view of FREYR's issuance of additional shares to other investors during the same period in the second phase, the company merged

The total of 45,877,960 shares held by FREYR accounted for approximately 19.08% of FREYR's shares at that time. If the second stage of approval is not approved

, the Company will receive approximately $80 million of FREYR's senior notes as compensation.

(4) Personnel arrangement: After the completion of the transaction, the company will have a board seat in FREYR

After the approval of the second stage of the company and the acquisition of shares, the company will add an additional board seat at FREYR. In addition, FREYR's Chief Operating Officer and Chief Strategy Officer are also appointed by the company.

(5) Delivery schedule and payment method:

If this Agreement is not validly terminated in accordance with the provisions thereof, the Acquirer and the Seller shall complete the Closing Agreement within 5 business days after the conditions precedent to the closing of the parties are fulfilled or waived, or such other date or place as may be agreed upon in writing by the parties

The transaction is expected to close on December 20, 2024.

At the time of closing, the acquirer shall deposit cash into the seller's account by bank wire transfer, and issue shares to the seller for securities.

(6) Pre-delivery conditions:

1. Both the acquirer and the seller shall divest the assets unrelated to the transaction in accordance with this agreement before closing;

2. Reach an agreement on the above-mentioned follow-up cooperation and form relevant agreements before closing;

3. EncompassCapital, the existing shareholder of the Acquirer, signed a preferred share subscription agreement with the Acquirer to subscribe for the new non-voting preferred shares issued by the Acquirer in this transaction, and the first subscription price of US$50 million will be recorded on or before the closing date;

4. The representations and warranties made by both parties in this Agreement are true and accurate in all material respects on the date of signing and closing of the Agreement;

5. Both parties perform and comply with the pre-closing commitments required under this Agreement in all material respects;

(7) Conditions for the Agreement to take effect: The parties agree that the Agreement shall be signed by the legal representatives of the parties or their authorized representatives

It was established after the official seal was affixed and the transaction came into effect after the board of directors of both parties deliberated and approved the transaction.

(8) Liability for breach of contract:

1. Termination

If (i) the parties agree to terminate this Agreement; or (ii) the Transaction is not completed within 120 days of the date of the Agreement for reasons not attributable to the Acquirer or Seller but otherwise agreed in the Agreement.

2. Liability

If one of the parties to the agreement fails to perform or seriously violates any of the terms of this agreement, or if the statement is untrue or inaccurate, the breaching party shall compensate the non-breaching party for economic losses.

If the seller breaches the contract due to untrue or inaccurate statements, the upper limit of the seller's liability shall not exceed the consideration of this transaction. The liability of each party shall not exceed $200,000,000 in the event of a breach of contract caused by the Seller's non-performance or material breach of any provision of this Agreement, or by the Acquirer in breach of any provision hereof.

6. The impact of this transaction on the listed company

This transaction is based on the company's development of the local market in the United States, and the all-round in-depth cooperation with local listed companies and relevant resources to reduce geopolitical risks, ensure the supply of products made in the United States, and further enhance the company's product competitiveness and influence in the United States market through all-round continuous support such as brand, manufacturing, sales and after-sales. Therefore, this transaction will not adversely affect the company's business in the U.S. market, and there is no harm to the legitimate interests of small and medium-sized shareholders.

In this transaction, the company expects to recover cash and debt and realize investment income. Upon completion of this transaction, the company's total profit and cash flow are expected to increase in 2024, and the final figures are subject to the audited results.

7. Other arrangements involving the sale of assets

As of the disclosure date of this announcement, the company's total capital investment in the TUM1 project is US$150 million

US$100 million is the registered capital, and US$50 million is the loan from the upper shareholders. At closing, the acquirer will pay the company US$100 million in cash for the entire transaction consideration mentioned above, and will be responsible for repaying the US$50 million shareholder loan mentioned above, ensuring that the company's original capital invested in the transaction is fully recovered at closing.

In July 2024, TUM1 completed a six-year, non-recourse financing loan of $235 million,

The loan will be fully undertaken by the acquirer upon completion of the project.

8. Risk Warning

There are uncertainties in this transaction, and there is a risk that it cannot be concluded or implemented due to various reasons such as market changes, geopolitical and policy changes, and the failure of the parties to the transaction to reach an agreement. The details are as follows:

1. Market change risk

With the continuous changes in technological progress, policy adjustment and other factors, the industry pattern and market environment are also changing rapidly, and there is a risk that this transaction will not be implemented or completed due to market changes.

2. Geopolitical risks

The transaction involves overseas investment, and there is a risk that it will not be implemented or completed due to geopolitical or policy changes.

3. Delivery risk

The transaction can only be formally completed after meeting certain preconditions for delivery in accordance with the agreement, and the counterparty completes the payment of the transaction consideration and property rights in a timely manner in accordance with the agreement, and the conclusion of the transaction is still uncertain.

4. The risk of realizing the benefits after the completion of the transaction

After the completion of this transaction, the company's U.S. assets will be restructured and hold shares of companies listed on the New York Stock Exchange, and there is some uncertainty about whether it can complement and effectively synergize with the company's existing advantages and whether it can achieve the expected effect of the restructuring.

The company will fulfill its information disclosure obligations in a timely manner according to the progress of relevant matters, and investors are requested to pay attention to investment risks.

The announcement is hereby made.

Board of Directors of Trina Solar Co., Ltd

November 7, 2024