UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

 

Trina Solar Limited

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G90565 10 5 (Ordinary Shares)

(CUSIP Number)

December 31, 2014

(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)

o

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 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).

 

(Continued on following pages)

 


 

CUSIP No.: G90565 10 5

SCHEDULE 13G

 

(1)

Name of Reporting Persons
Jifan Gao

(2)

Check the Appropriate Box if a Member of a Group*

 

(a)

o

 

(b)

o

 

 

(3)

SEC Use Only

(4)

Citizenship or Place of Organization
People’s Republic of China

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

(5)

Sole Voting Power
265,446,748 Ordinary Shares1

(6)

Shared Voting Power
0

(7)

Sole Dispositive Power
265,446,748 Ordinary Shares1

(8)

Shared Dispositive Power
0

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
265,446,748 Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

(11)

Percent of Class Represented by Amount in Row (9)
5.7%2

(12)

Type of Reporting Person*
IN

 

1      Includes (i) 242,587,083 ordinary shares of Trina Solar Limited, par value $0.00001 per share (“Ordinary Shares”), held through Wonder World Limited (“Wonder World”); (ii) 6,212,739 Ordinary Shares held directly by Mr. Gao Jifan (“Mr. Gao”); (iii) 11,838,851 Ordinary Shares issuable upon exercise of options within 60 days from December 31, 2014, which options are held directly by Mr. Gao; (iv) 4,808,050 Ordinary Shares held directly by Ms. Chunyan Wu (“Ms. Wu”), the spouse of Mr. Gao; and (v) 25 Ordinary Shares issuable upon exercise of options within 60 days from December 31, 2014, which options are held directly by Ms. Wu.

2      Based on 4,606,198,382 Ordinary Shares outstanding as of December 31, 2014.

 

2


 

CUSIP No.: G90565 10 5

SCHEDULE 13G

 

(1)

Name of Reporting Persons
Wonder World Limited

(2)

Check the Appropriate Box if a Member of a Group*

 

(a)

o

 

(b)

o

 

 

(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
242,587,083 Ordinary Shares

(6)

Shared Voting Power
0

(7)

Sole Dispositive Power
242,587,083 Ordinary Shares

(8)

Shared Dispositive Power
0

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
242,587,083 Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

(11)

Percent of Class Represented by Amount in Row (9)
5.3%1

(12)

Type of Reporting Person*
CO

 

1  Based on 4,606,198,382 Ordinary Shares outstanding as of December 31, 2014.

 

3


 

CUSIP No. G90565 10 5

SCHEDULE 13G

 

(1)

Name of Reporting Persons
Rising Star Worldwide Limited

(2)

Check the Appropriate Box if a Member of a Group*

 

(a)

o

 

(b)

o

 

 

(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
242,587,083 Ordinary Shares

(6)

Shared Voting Power
0

(7)

Sole Dispositive Power
242,587,083 Ordinary Shares

(8)

Shared Dispositive Power
0

(9)

Aggregate Amount Beneficially Owned by Each Reporting Person
242,587,083 Ordinary Shares

(10)

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*  o

(11)

Percent of Class Represented by Amount in Row (9)
5.3%1

(12)

Type of Reporting Person*
CO

 

1  Based on 4,606,198,382 Ordinary Shares outstanding as of December 31, 2014.

 

4


 

CUSIP No. G90565 10 5

SCHEDULE 13G

 

 

Item 1(a)

Name of Issuer.
Trina Solar Limited (“Trina Solar”)

Item 1(b)

Address of Issuer’s Principal Executive Offices.
No. 2 Tian He Road, Electronics Park, New District, Changzhou, Jiangsu 213031, People’s Republic of China

 

Item 2(a)

Name of Person Filing.
Mr. Jifan Gao

Wonder World Limited

Rising Star Worldwide Limited (“Rising Star”)

Item 2(b)

Address of Principal Business Office or, if none, Residence.
The principal business address of Mr. Gao, Wonder World and Rising Star is c/o Trina Solar Limited, No. 2 Tian He Road, Electronics Park, New District, Changzhou, Jiangsu 213031, People’s Republic of China.

Item 2(c)

Citizenship.
Mr. Gao is a citizen of the People’s Republic of China. 

The place of organization of Wonder World is the Cayman Islands.

The place of organization of Rising Star is the British Virgin Islands.

Item 2(d)

Title of Class of Securities.
Ordinary shares of Trina Solar, par value $0.00001 per share

Item 2(e)

CUSIP Number.
G90565 10 5 (ordinary shares)

 

Item 3

Statement Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c),

 

Not Applicable

 

5


 

CUSIP No. G90565 10 5

SCHEDULE 13G

 

 

Item 4

Ownership.

 

 

 

 

 

 

 

Number of shares as to which such person has:

 

Reporting
Person

 

Amount
Beneficially
Owned

 

Percent of
Class(3)

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jifan Gao

 

265,446,748 Ordinary Shares(1)(2)

 

5.7

%

265,446,748 Ordinary Shares (1)(2)

 

—

 

260,638,673 Ordinary Shares(1)(2)

 

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wonder World Limited

 

242,587,083 Ordinary Shares(2)

 

5.3

%

242,587,083 Ordinary Shares(2)

 

—

 

242,587,083 Ordinary Shares(2)

 

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rising Star Worldwide Limited

 

242,587,083 Ordinary Shares(2)

 

5.3

%

242,587,083 Ordinary Shares(2)

 

—

 

242,587,083 Ordinary Shares(2)

 

—

 

 

(1)   Includes (i) 242,587,083 Ordinary Shares held through Wonder World; (ii) 6,212,739 Ordinary Shares held directly by Mr. Gao; (iii) 11,838,851 Ordinary Shares issuable upon exercise of options within 60 days from December 31, 2014, which options are held directly by Mr. Gao; (iv) 4,808,050 Ordinary Shares held directly by Ms. Wu, the spouse of Mr. Gao; and (v) 25 Ordinary Shares issuable upon exercise of options within 60 days from December 31, 2014, which options are held directly by Ms. Wu.  Mr. Gao disclaims beneficial ownership of any Ordinary Shares and options held directly by Ms. Wu.

 

(2)   As of December 31, 2014, Wonder World was the record owner of 242,587,083 Ordinary Shares. Wonder World is wholly owned by Rising Star, which is managed by Rising Star Trust, a British Virgin Islands trust (“Rising Star Trust”), of which Managecorp Limited is acting as the trustee.  Mr. Gao is the sole director of Wonder World and Rising Star, and the settlor of Rising Star Trust. Pursuant to Section 13(d) of the Act, Mr. Gao may be deemed to beneficially own all of the Ordinary Shares directly held by Wonder World.  Managecorp Limited, as the trustee of Rising Star Trust, should not be deemed to beneficially own any Ordinary Shares directly held by Wonder World under Section 13(d) of the Act.

 

(3)   Percentage of beneficial ownership of each listed person is based on a total of 4,606,198,382 Ordinary Shares outstanding as of December 31, 2014 as well as the Ordinary Shares underlying share options exercisable by such person within 60 days from December 31, 2014.

 

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.

 

Not applicable

 

6


 

CUSIP No. G90565 10 5

SCHEDULE 13G

 

 

Item 9

Notice of Dissolution of Group.

 

Not applicable

 

 

Item 10

Certifications.

 

Not applicable

 

7


 

CUSIP No. G90565 10 5

SCHEDULE 13G

 

 

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 10, 2015

 

 

Jifan Gao

/s/ Jifan Gao

 

Jifan Gao

 

[Signature Page to Schedule 13G/A]

 

8


 

CUSIP No. G90565 10 5

SCHEDULE 13G

 

 

Wonder World Limited

By:

/s/ Jifan Gao

 

Name:

Jifan Gao

 

Title:

Director

 

[Signature Page to Schedule 13G/A]

 

9


 

CUSIP No. G90565 10 5

SCHEDULE 13G

 

 

Rising Star Worldwide Limited

By:

/s/ Jifan Gao

 

Name:

Jifan Gao

 

Title:

Director

 

[Signature Page to Schedule 13G/A]

 

10


 

LIST OF EXHIBITS

 

Exhibit No.

 

Description

A

 

Joint Filing Agreement

 

11


 

EXHIBIT A

Joint Filing Agreement

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, 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.]

 

12


 

SIGNATURE

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 10, 2015.

 

 

Jifan Gao

/s/ Jifan Gao

 

Jifan Gao

 

[Signature Page to Joint Filing Agreement, Schedule 13G/A]

 

13


 

Wonder World Limited

 

By:

/s/ Jifan Gao

 

 

Name:

Jifan Gao

 

 

Title:

Director

 

 

 

 

 

[Signature Page to Joint Filing Agreement, Schedule 13G/A]

 

14


 

Rising Star Worldwide Limited

 

By:

/s/ Jifan Gao

 

 

Name:

Jifan Gao

 

 

Title:

Director

 

[Signature Page to Joint Filing Agreement, Schedule 13G/A]

 

15