天合光能股份有限公司 第二章 内幕信息及内幕信息知情人 第二条 本制度所称内幕信息知情人，是指公司内幕信息公开前能直接或者 间接获取内幕信息的人员，包括但不限于： （一）公司及其董事、高级管理人员； （二）持有公司5%以上股份的股东及其董事、高级管理人员，公司的实际 控制人及其董事、高级管理人员； （三）公司控股或者实际控制的公司及其董事、监事、高级管理人员。 （四）由于所任公司职务或者因与公司业务往来可以获取公司有关内幕信 息的人员； （五）公司收购人或者重大资产交易方及其控股股东、实际控制人、董事、 监事和高级管理人员； 内幕信息知情人登记制度 第一章 总则 第一条 为了进一步规范天合光能股份有限公司（以下简称"公司"）内幕 信息管理行为，加强公司内幕信息保密工作，维护信息披露的公平原则，根据《中 华人民共和国公司法》、《中华人民共和国证券法》、《上市公司信息披露管理 办法》《上海证券交易所科创板股票上市规则》《上市公司监管指引第5号—— 上市公司内幕信息知情人登记管理制度》等有关法律、法规的规定和《天合光能 股份有限公司章程》（以下简称"《公司章程》"）的相关规定，制定本制度。 （六）因职务、工作可以获 ...

天合光能股份有限公司 投资者关系管理制度 第一章 总则 第一条 为进一步完善天合光能股份有限公司（以下简称"公司"）治理结构， 规范公司投资者关系工作，加强公司与投资者和潜在投资者（以下统称"投资者"） 之间的沟通，加深投资者对公司的了解和认同，促进公司和投资者之间长期、稳定 的良好关系，根据《中华人民共和国公司法》（以下简称"《公司法》"）、《中 华人民共和国证券法》（以下简称"《证券法》"）、中国证券监督管理委员会（以 下简称"中国证监会"）《上市公司投资者关系管理工作指引》《上海证券交易所 科创板股票上市规则》等法律、法规、规章、规范性文件及《天合光能股份有限公 司章程》（以下简称"《公司章程》"）的规定，结合公司实际情况，制定本制度。 第二条 投资者关系管理是指公司通过便利股东权利行使、信息披露、互动交 流和诉求处理等工作，加强与投资者及潜在投资者之间的沟通，增进投资者对公司 的了解和认同，以提升公司治理水平和企业整体价值，实现尊重投资者、回报投资 者、保护投资者目的的相关活动。 第三条 投资者关系管理工作应严格遵守《公司法》、《证券法》等有关法律、 法规及中国证监会、上海证券交易所有关业务规则的规定 ...

天合光能股份有限公司 会计师事务所选聘制度 第一章 总则 第一条 为进一步规范天合光能股份有限公司（以下简称"公司"）选聘（含 续聘、改聘，下同）会计师事务所相关行为，切实维护股东利益，提高审计工作和 财务信息的质量，依据《中华人民共和国公司法》《国有企业、上市公司选聘会计 师事务所管理办法》《上海证券交易所科创板上市公司自律监管指引第1号——规 范运作》《上海证券交易所科创板股票上市规则》及《天合光能股份有限公司章程》 （以下简称"《公司章程》"）等有关规定，结合公司实际情况，制定本制度。 第二条 公司选聘会计师事务所对财务会计报告发表审计意见、出具审计报告 的行为，需遵照本制度的规定。选聘会计师事务所从事除财务会计报告审计之外的 其他法定审计业务的，公司管理层视重要性程度可参照本制度执行。 第三条 公司选聘会计师事务所应当经董事会审计委员会（以下简称"审计委员 会"）审议同意后，提交董事会审议，并由股东会决定。 第二章 会计师事务所执业质量要求 第四条 公司选聘的会计师事务所应当具备下列条件： （一）具有独立的法人资格，具备国家行业主管部门和中国证监会规定的开展 证券期货相关业务所需的执业资格； （二）具 ...

Core Viewpoint - The document outlines the related party transaction decision-making system of Trina Solar Limited, emphasizing the need for legality, fairness, and protection of shareholder interests in related transactions [2][4]. Group 1: General Principles - The system aims to regulate related party transactions to ensure their legality, fairness, and reasonableness, thereby protecting the rights of shareholders and the company [2]. - Related party transactions must adhere to principles of honesty, equality, voluntariness, fairness, openness, and impartiality [2]. Group 2: Definition of Related Parties - Related parties include individuals and organizations with specific relationships to the company, such as family members of key personnel and entities controlled by them [3]. - The definition extends to entities controlled by related individuals, with exceptions for certain state-controlled organizations [3]. Group 3: Scope of Related Transactions - Related transactions encompass resource transfers or obligations between the company and its related parties [4]. Group 4: Decision-Making Procedures - Transactions exceeding RMB 3 million or 0.1% of the company's total audited assets require board approval, while those over RMB 30 million or 1% necessitate shareholder approval [4][5]. - Related party transactions must be disclosed and approved by the board, with related directors required to abstain from voting [6][7]. Group 5: Disclosure Requirements - Transactions over RMB 300,000 with related individuals or RMB 3 million with related entities must be disclosed promptly [9]. - Annual reports must summarize related transactions, and agreements exceeding three years require re-evaluation and disclosure every three years [12][14]. Group 6: Exemptions from Approval - Certain transactions, such as cash subscriptions for public offerings or receiving dividends, may be exempt from the usual approval processes [20]. Group 7: Implementation and Amendments - The system will be effective upon approval by the shareholders and may be revised in accordance with new regulations from the China Securities Regulatory Commission or the Shanghai Stock Exchange [10][10].

Core Points - The document outlines the internal audit system of Trina Solar Limited, aiming to standardize and enhance the quality of internal audit work to improve economic management and efficiency [1][2] - The internal audit is defined as an independent and objective evaluation of internal controls, risk management, operational activities, and financial information to promote governance and increase company value [1][2] Group 1: General Provisions - The internal audit system applies to the company and its subsidiaries, ensuring compliance with relevant laws and regulations [1] - The internal audit department, known as the Audit Supervision Department, is responsible for organizing and implementing internal audit work and reports to the Board of Directors [2][3] Group 2: Responsibilities and Authority - The Audit Supervision Department must maintain independence and is not to be under the financial department's leadership [2][3] - The department has the authority to review internal controls, financial data, and compliance with laws, and must report significant issues to the Audit Committee [3][4] Group 3: Audit Procedures - The internal audit process includes planning, execution, and reporting, with a focus on various business activities such as sales, procurement, and financial reporting [4][5] - Audit reports must be submitted to the Audit Committee, and any disagreements from the audited parties must be addressed within a specified timeframe [8][9] Group 4: Results Utilization - Audit findings and corrective actions are crucial for internal evaluations, assessments, and decision-making processes within the company [11][12] - Significant violations discovered by the Audit Supervision Department must be reported to judicial authorities as per legal requirements [11][12] Group 5: Accountability and Incentives - The company will hold accountable any personnel or departments involved in violations related to the audit findings, with potential legal consequences for serious offenses [12][14] - An incentive and restraint mechanism will be established for the Audit Supervision Department to evaluate the performance of internal auditors [12][14]

General Provisions - The management system for the shares held by the board of directors and senior management of Trina Solar Limited is established to strengthen the management of shareholdings and changes in accordance with relevant laws and regulations [1][2] - This system applies to the management of shares held by the company's directors and senior management [1] Restrictions on Share Trading - Directors and senior management are prohibited from transferring shares under certain conditions, including within one year of the company's stock listing and within six months after leaving the company [2] - Specific periods during which directors and senior management cannot buy or sell company shares include 15 days before the announcement of annual and semi-annual reports and five days before quarterly reports [3] Share Transfer Regulations - The number of shares that directors and senior management can transfer in a year is limited to a certain percentage of their total holdings, with specific rules for newly acquired shares and shares resulting from equity distribution [4] - Directors and senior management must comply with regulations regarding the reporting and disclosure of share trading activities [5][6] Information Reporting and Disclosure - The company secretary is responsible for managing the data and information regarding the shareholdings of directors and senior management, ensuring accurate and timely reporting [5] - Any changes in shareholdings must be reported within two trading days, including details such as the number of shares before and after the change [7][8] Responsibilities and Penalties - Violations of the share trading regulations by directors and senior management will be reported to the board and relevant regulatory authorities, with potential internal disciplinary actions or penalties imposed [9] - The company will recover any profits from short-term trading violations by directors and senior management [9] Miscellaneous - Any matters not covered by this system will be executed according to national laws and regulations, and the system will take effect upon approval by the board of directors [10]

天合光能股份有限公司 募集资金管理制度 第一章 总 则 第一条 为规范天合光能股份有限公司（以下简称"公司"）募集资金的使 用与管理，提高募集资金的使用效率，防范资金使用风险，确保资金使用安全， 保护投资者的利益，根据《中华人民共和国公司法》《中华人民共和国证券法》 《监管规则适用指引——发行类第7号》《上市公司募集资金监管规则》《上海 证券交易所科创板股票上市规则》《上海证券交易所科创板上市公司自律监管指 引第1号——规范运作》等法律法规、法规、规范性文件，以及《天合光能股份 有限公司章程》的要求，结合公司实际情况，制定本制度。 第二条 本制度所称募集资金系指公司通过向不特定对象发行证券（包括首 次公开发行股票、配股、增发、发行可转换公司债券、发行分离交易的可转换公 司债券等）以及向特定对象发行证券募集的资金，但不包括公司实施股权激励计 划募集的资金。 第三条 公司董事会应当负责建立健全公司募集资金存储、管理和使用的内 部控制制度，并确保该制度的有效实施，该等制度应当对募集资金专户存储、使 用、变更、监督和责任追究等内容进行明确规定。 募集资金投资项目（以下简称"募投项目"）通过公司的子公司或公司控制 的其 ...

Core Viewpoint - The document outlines the external investment management system of Trina Solar Limited, aiming to standardize investment behavior, mitigate risks, and enhance investment efficiency in accordance with relevant laws and regulations [1][2]. Group 1: General Principles - The external investment refers to profit-oriented investments made by the company both domestically and internationally, including equity investments, financial asset purchases, and other forms of investment [1]. - All external investments must comply with national regulations and industry policies, align with the company's development strategy, and contribute to enhancing competitive capabilities and sustainable development [1]. Group 2: Decision-Making Authority - A designated institution is responsible for researching and evaluating the feasibility, risks, and returns of significant investment projects, reporting any anomalies to the board of directors [2][3]. - Investments meeting specific thresholds, such as asset totals exceeding 10% of the latest audited total assets or transaction amounts exceeding 10% of the company's market value, require board approval and timely disclosure [2][3]. Group 3: Investment Management - The board of directors must regularly monitor the execution and effectiveness of major investment projects, addressing any deviations from planned investments or expected returns [6][12]. - The general manager is responsible for the daily management of external investment projects, ensuring that the company’s interests are maintained [12][13]. Group 4: Reporting and Disclosure - The company must adhere to strict information disclosure obligations regarding external investments as per relevant regulations [23]. - Subsidiaries are required to provide accurate and timely information to the company to facilitate proper external disclosures [26]. Group 5: Additional Provisions - The document specifies conditions under which the company may recover or transfer external investments, ensuring compliance with relevant laws and regulations [20][21]. - The investment management system will be effective upon approval by the shareholders' meeting, with the board authorized to interpret and amend the system as necessary [29][30].

Core Viewpoint - The document outlines the independent director system of Trina Solar Limited, aiming to enhance corporate governance, protect minority shareholders, and ensure compliance with relevant laws and regulations [1][2]. Summary by Sections General Principles - The independent director system is established to improve the governance structure of the company and enhance the supervision of internal directors and management [1]. - Independent directors must not hold any other positions within the company and should have no direct or indirect interests that could affect their independent judgment [1]. Qualifications of Independent Directors - Independent directors must meet specific qualifications as outlined in various laws and regulations, including the Company Law and the Management Measures for Independent Directors [2]. - Candidates must have a good personal character and must not have any disqualifying records, such as recent securities violations or significant dishonesty [2]. Independence of Independent Directors - Independent directors must maintain independence and should not have any relationships that could compromise their objectivity [3][4]. - The company must ensure that independent directors constitute at least one-third of the board, including at least one accounting professional [2][4]. Nomination, Election, and Replacement of Independent Directors - Independent director candidates can be proposed by the board, supervisory board, or shareholders holding more than 1% of the company's shares [6]. - The company must submit relevant materials regarding independent director candidates to the Shanghai Stock Exchange [7]. Responsibilities and Duties of Independent Directors - Independent directors are responsible for participating in board decisions, supervising potential conflicts of interest, and providing professional advice to enhance decision-making [10][19]. - They have the authority to independently hire intermediaries for audits or consultations and can propose the convening of shareholder meetings [10][19]. Meetings and Communication - The company is required to hold independent director meetings at least biannually, ensuring that all independent directors can communicate effectively [12][13]. - Independent directors must document their opinions and decisions during meetings, which should be recorded and preserved for at least ten years [15][19]. Rights and Obligations of Independent Directors - The company must provide necessary working conditions and support for independent directors to fulfill their duties [47][48]. - Independent directors are entitled to equal access to information and must be kept informed about the company's operations [48][49]. Final Provisions - The independent director system will take effect upon approval by the shareholders' meeting and will be subject to interpretation and revision by the board [54][55].

Core Points - The document outlines the external guarantee management system of Trina Solar Limited, aiming to regulate external guarantee behavior, control risks, and protect the rights of shareholders and stakeholders [1][2]. Group 1: General Principles - The external guarantee refers to the guarantees provided by the company for others, including guarantees for its subsidiaries [1]. - The system applies to the company and its subsidiaries, with subsidiaries required to notify the company of any guarantees made [1][2]. - Guarantees must adhere to principles of legality, prudence, mutual benefit, and safety [1]. Group 2: Review of Guarantee Objects - The guaranteed party must have good operating conditions and corresponding debt repayment capabilities, with no significant operational or financial risks [2]. - The board of directors must thoroughly investigate the financial and operational status of the guaranteed party before making decisions [2]. Group 3: Approval Procedures - External guarantees must be reviewed by the board of directors or the shareholders' meeting [3]. - Certain guarantees require shareholders' meeting approval, especially those exceeding 10% of the latest audited net assets or 50% of total assets [3][4]. - Shareholders related to the guaranteed party must abstain from voting on related proposals [3]. Group 4: Management of Guarantees - The company’s general manager designates departments to conduct strict reviews of the guaranteed party's credit status [5]. - The finance department is responsible for credit investigations, maintaining records, and monitoring the performance of guarantee contracts [5][6]. - The legal department handles contract drafting, legal disputes, and recovery of claims against the guaranteed party [6]. Group 5: Information Disclosure - The company must fulfill its information disclosure obligations regarding external guarantees as per relevant regulations [7]. - All departments involved in guarantee matters must report to the board secretary and provide necessary documentation [7]. Group 6: Violations and Responsibilities - The board of directors will determine penalties for individuals responsible for violations based on the risk and loss incurred [8]. - Individuals without authorization cannot sign guarantee contracts, and the company has the right to seek compensation for losses incurred due to unauthorized actions [8].