天合光能股份有限公司 董事会提名委员会工作规则 第一章 总则 第一条 天合光能股份有限公司（以下简称"公司"）为规范董事及高级 管理人员的产生，优化董事会的组成，完善公司治理结构，特设立董事会提名委 员会（以下简称"本委员会"），作为负责选择公司董事、总经理以及其他高级管 理人员的专门机构。 第二条 为确保本委员会规范、高效地开展工作，公司董事会根据《中 华人民共和国公司法》（以下简称"《公司法》"）、《上市公司治理准则》和 《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，特 制定本规则。 第二章 人员组成 第三条 本委员会由三名董事组成，其中独立董事应占二分之一以上。 第四条 本委员会设召集人一名，由独立董事担任，负责主持委员会工 作。 第五条 召集人和委员由二分之一以上独立董事或全体董事的三分之 一以上提名，由公司董事会选举产生。 第六条 本委员会任期与董事会任期一致，委员任期届满，可以连选连 任。期间如有委员不再担任公司董事或独立董事职务，为使本委员会的人员组成 符合本规则的要求，董事会应根据本规则第五条规定及时补足委员人数，补充委 员的任职期限截至该委员担任董事或独立董事的任期结束 ...

General Information - Trina Solar Co., Ltd. is established as a joint-stock company in accordance with the Company Law and Securities Law of the People's Republic of China [1][2] - The company is registered with a capital of RMB 2,179.365412 billion [2] - The company was approved for public offering of shares on April 29, 2020, and listed on the Shanghai Stock Exchange on June 10, 2020 [1][3] Corporate Governance - The legal representative of the company is the chairman of the board, who is responsible for executing company affairs [2] - The company’s articles of association serve as a legally binding document governing the rights and obligations of the company, shareholders, directors, and senior management [3] - The company’s senior management includes the general manager, deputy general managers, board secretary, and financial officer [3] Business Objectives and Scope - The company's business objective is to introduce advanced technology and management experience to maximize investor returns [4] - The business scope includes manufacturing solar photovoltaic power station equipment, installation of solar photovoltaic power station equipment and systems, and development of solar energy technology [4][5] Share Structure - The company issues shares in the form of stocks, with each share having a face value of RMB 1 [5] - The total number of shares issued by the company is 217,936,541.12 shares, all of which are ordinary shares [6] - The company prohibits financial assistance for acquiring its shares, except for employee stock ownership plans [6] Shareholder Rights and Responsibilities - Shareholders have the right to receive dividends and participate in decision-making processes, including voting on significant corporate matters [10][11] - Shareholders are required to comply with laws and regulations, and they cannot withdraw their capital except as permitted by law [16] - Shareholders holding more than 3% of shares for over 180 days can request the company to take legal action against directors or senior management for damages caused by violations of laws or regulations [14][15] Shareholder Meetings - The company holds annual shareholder meetings within six months after the end of the fiscal year [46] - Shareholders holding more than 10% of shares can request the board to convene a temporary shareholder meeting [47] - The company must provide adequate notice of meetings, including the agenda and voting procedures [58][59]

《上市公司治理准则》、 天合光能股份有限公司 董事会议事规则 第一章 总则 第一条 为完善天合光能股份有限公司（以下简称"公司"）治理结构， 保障董事会依法独立、规范、有效地行使决策权，确保董事会的工作效率，根据 《中华人民共和国公司法》 （以下简称"《公司法》"）、 《上 海证券交易所科创板股票上市规则》 （以下简称"《上市规则》"）等有关规定和《天 合光能股份有限公司章程》（以下简称"《公司章程》"）的规定，制定本规则。 第二条 董事会是公司常设决策机构，对股东会负责，在法律法规、《公 司章程》和股东会赋予的职权范围内行使职权，维护公司及股东的合法权益。 第三条 董事会下设董事会办公室，由董事会秘书负责，处理董事会日常 事务。 第四条 董事会设董事长 1 人，联席董事长 1 人，副董事长 1 人。公司联 席董事长、副董事长协助董事长工作。董事长不能履行职务或不履行职务时，由 联席董事长履行职务；联席董事长不能履行职务或者不履行职务的，由副董事长 履行职务；副董事长不能履行职务或不履行职务时，由半数以上董事共同推举一 名董事履行职务。 第二章 董事会会议的召集与通知 第五条 董事会会议由董事长召集和主持。 ...

天合光能股份有限公司 股东会议事规则 第一章 总则 第一条 为完善天合光能股份有限公司（以下简称"公司"）公司治理结 构，保障股东依法行使股东权利，确保股东会高效、平稳、有序、规范运作，公 司根据《中华人民共和国公司法》 （以下简称"《公司法》"）、 《上市公司章程指引》 《上市公司股东会规则》 《天合光能股份有限公司章程》 （以下简称"《公司章程》"） 等规定，结合公司实际情况，制定本规则。 第二条 公司应当严格按照法律、行政法规、《上市公司股东会规则》及 《公司章程》的相关规定召开股东会，保证股东能够依法行使权利。公司董事会 应当切实履行职责，认真、按时组织股东会。公司全体董事应当勤勉尽责，确保 股东会正常召开和依法行使职权。 第三条 股东会应当在《公司法》和《公司章程》规定的范围内行使职权。 第四条 股东会分为年度股东会和临时股东会。年度股东会每年召开一 次，应当于上一会计年度结束后的 6 个月以内举行。临时股东会不定期召开，出 现《公司法》或《公司章程》规定的应当召开临时股东会的情形时，临时股东会 应当在 2 个月以内召开。 公司在上述期限内不能召开股东会的，应当报告中国证券监督管理委员会 （以下简称 ...

天合光能股份有限公司 2025 年度"提质增效重回报"行动方案的半年度评估报告 天合光能股份有限公司（以下简称"公司"、"天合光能"）为践行以"投 资者为本"的上市公司发展理念，推动公司持续优化经营、完善治理机制和积极 回报投资者，公司于 2025 年上半年制定并实施了《2025 年度"提质增效重回报" 行动方案》，截至 2025 年 6 月 30 日，行动方案主要的执行情况如下： 一、专注公司经营，持续创新锻造光伏新质生产力 公司始终秉承着"以客户为中心、坚持开放创新、长期艰苦奋斗、全力追求 卓越、共担共创共享"的核心价值观，高度重视治理结构的健全和内部控制体系 的有效性。 1、完善治理体系建设，加强内控制度执行水平 伴随行业周期性下行，面对外部环境的不确定性，公司进一步夯实战略层、 治理层、经营层三层组织构架与权责体系，持续强化风险管理三道防线实践，升 级推进"赋能+监管"双重内部控制矩阵式管理，内部控制环境达到持续优化提 升。 2025 年上半年，公司对长期发展的战略、研发、投资等重大业务循环进行 全面复盘，梳理相关政策、制度的关键控制点，革新、适配基于发展导向的具体 控制措施，在内控实践中极大程度提升 ...

天合光能股份有限公司 募集资金存放与实际使用情况专项报告 天合光能股份有限公司 2025 年半年度募集资金存放与实际使用情况的专项报告 根据上海证券交易所《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》的规定，将天合光能股份有限公司（以下简称"本公司"或"公司"）2025 年半年 度募集资金存放与使用情况报告说明如下： 一、募集资金基本情况 （一）实际募集资金金额、资金到位时间 1、2023 年发行可转换公司债券实际募集资金情况 经中国证券监督管理委员会出具的证监许可［2023］157 号《关于同意天合光能股 份有限公司向不特定对象发行可转换公司债券注册的批复》同意，公司获准向不特定对 象发行面值总额为人民币 8,864,751,000.00 元的可转换公司债券，债券期限为 6 年。截 至 2023 年 2 月 17 日，公司发行可转换公司债券共募集人民币 8,864,751,000.00 元，扣 除 各 项 发行 费 用 合 计 人民 币 48,650,279.85 元 后 ， 实际 募 集 资 金 净额 为 人 民 币 8,816,100,720.15 元。上述资金到位情况业经容诚会计 ...

| 证券代码：688599 | 证券简称：天合光能 | 公告编号：2025-091 | | --- | --- | --- | | 转债代码：118031 | 转债简称：天23转债 | | 天合光能股份有限公司 第三届监事会第十七次会议决议公告 本公司监事会及全体监事保证公告内容不存在任何虚假记载、误导性陈述或 者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 一、监事会会议召开情况 天合光能股份有限公司（以下称"公司"）第三届监事会第十七次会议于 2025 年 8 月 21 日（星期四）以通讯的方式召开，本次会议由公司监事会主席张 银华先生召集，会议应参加表决监事 3 人，实际参加表决监事 3 人，本次会议的 召集、召开符合《公司法》等法律法规和《公司章程》的有关规定。 经与会监事投票表决，审议通过了如下决议： （一）审议通过《关于公司 2025 年半年度报告及摘要的议案》 经审核，监事会认为：公司 2025 年半年度报告及摘要的编制和审议程序符 合相关法律法规和《公司章程》等内部制度的规定，披露的信息真实、准确、完 整，不存在任何虚假记载、误导性陈述或重大遗漏，公允地反映了公司 2025 ...

天合光能股份有限公司 第三届董事会第三十五次会议决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 一、董事会会议召开情况 天合光能股份有限公司（以下简称"公司"）第三届董事会第三十五次会议 于 2025 年 8 月 21 日（星期四）以通讯的方式召开。本次会议由公司董事长高纪 凡先生召集和主持，会议应出席董事 9 人，实际出席董事 9 人，本次会议的召集、 召开符合《公司法》等法律法规和《公司章程》的有关规定。 二、董事会会议审议情况 参会董事审议并以投票表决方式通过了下列议案： （一）审议通过《关于公司 2025 年半年度报告及摘要的议案》 | 证券代码：688599 | 证券简称：天合光能 | 公告编号：2025-090 | | --- | --- | --- | | 转债代码：118031 | 转债简称：天23转债 | | （三）审议通过《关于公司 2025 年度"提质增效重回报"行动方案的半年 度评估报告的议案》 表决结果：9 票同意，0 票反对，0 票弃权。 具体内容详见公司同日披露于上海证券交易所网站( ...

[Glossary](index=4&type=section&id=Item%201.%20Glossary) This chapter defines common terms used in the report, including company entities, shareholder roles, and PV industry-specific terminology, to enhance reader comprehension [Definitions of Common Terms](index=4&type=section&id=Definitions%20of%20Common%20Terms) This section defines key terms used throughout the report, including company names, shareholder roles, and technical terms like TOPCon, to ensure clarity and understanding - **Company/Group/Trina Solar** refers to Trina Solar Co., Ltd[11](index=11&type=chunk) - **Controlling Shareholder/Actual Controller** refers to Gao Jifan[11](index=11&type=chunk) - **TOPCon** refers to Tunnel Oxide Passivated Contact cell technology, which improves cell surface passivation and promotes majority carrier transport, thereby enhancing the cell's open-circuit voltage and fill factor[12](index=12&type=chunk) [Company Profile and Key Financial Indicators](index=6&type=section&id=Item%202.%20Company%20Profile%20and%20Key%20Financial%20Indicators) This section provides an overview of the company's basic information and presents key financial data and indicators for the reporting period [Company's Basic Information](index=6&type=section&id=1.%20Company's%20Basic%20Information) This section introduces the basic information of Trina Solar Co., Ltd., including its Chinese name, abbreviation, legal representative, registered and office addresses, website, email, and A-share listing details - Company's Chinese name: Trina Solar Co., Ltd., abbreviation: **Trina Solar**[14](index=14&type=chunk) - Legal Representative: **Gao Jifan**[14](index=14&type=chunk) - A-share listing exchange and board: **Shanghai Stock Exchange STAR Market**, stock code: **688599**[17](index=17&type=chunk) [Contacts and Contact Information](index=6&type=section&id=2.%20Contacts%20and%20Contact%20Information) This section provides contact details for the company's Board Secretary (domestic representative for information disclosure) Wu Qun and Securities Affairs Representative Lu Yun - Board Secretary: **Wu Qun**, contact number: **0519-81588826**, email: **IR@trinasolar.com**[15](index=15&type=chunk) [Brief Introduction to Information Disclosure and Document Storage Location Changes](index=6&type=section&id=3.%20Brief%20Introduction%20to%20Information%20Disclosure%20and%20Document%20Storage%20Location%20Changes) This section lists the company's designated newspapers for information disclosure, the website for semi-annual reports, and the location where semi-annual reports are kept - Information disclosure newspapers: **China Securities Journal**, **Shanghai Securities News**, **Securities Times**, **Securities Daily**[16](index=16&type=chunk) - Website for semi-annual reports: **http://www.sse.com.cn/**[16](index=16&type=chunk) [Company's Key Accounting Data and Financial Indicators](index=7&type=section&id=6.%20Company's%20Key%20Accounting%20Data%20and%20Financial%20Indicators) During the reporting period, the company's operating revenue and net profit significantly declined, resulting in a loss, primarily due to persistently low market prices for photovoltaic products. Despite increased module sales, profitability was under pressure, while net cash flow from operating activities increased year-on-year, mainly due to reduced inventory Key Accounting Data for H1 2025 | Indicator | Current Period (Jan-Jun) | Prior Period | Change from Prior Period (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 31.056 billion Yuan | 42.968 billion Yuan | -27.72 | | Total Profit | -3.286 billion Yuan | 606.328 million Yuan | -641.94 | | Net Profit Attributable to Shareholders of Listed Company | -2.918 billion Yuan | 526.203 million Yuan | -654.47 | | Net Cash Flow from Operating Activities | 1.844 billion Yuan | -156.645 million Yuan | Not applicable | | Net Assets Attributable to Shareholders of Listed Company (Period-end) | 23.348 billion Yuan | 26.378 billion Yuan | -11.49 | | Total Assets (Period-end) | 125.688 billion Yuan | 123.935 billion Yuan | 1.41 | Key Financial Indicators for H1 2025 | Indicator | Current Period (Jan-Jun) | Prior Period | Change from Prior Period (%) | | :--- | :--- | :--- | :--- | | Basic Earnings Per Share (Yuan/share) | -1.34 | 0.24 | -658.33 | | Diluted Earnings Per Share (Yuan/share) | -1.34 | 0.23 | -682.61 | | Basic Earnings Per Share Excluding Non-Recurring Gains and Losses (Yuan/share) | -1.36 | 0.18 | -855.56 | | Weighted Average Return on Net Assets (%) | -11.66 | 1.69 | Decreased by 13.35 percentage points | | R&D Expenditure as % of Operating Revenue (%) | 7.28 | 6.31 | Increased by 0.97 percentage points | - During the reporting period, the company's operating revenue **decreased by 27.72%** year-on-year, total profit **decreased by 641.94%** year-on-year, and net profit attributable to shareholders of the listed company **decreased by 654.47%** year-on-year, primarily due to supply-demand imbalance in the industry chain and persistently low market prices for PV products, leading to a decline in profitability of the module business and a loss[20](index=20&type=chunk)[21](index=21&type=chunk) - Net cash flow from operating activities **increased year-on-year**, mainly due to a **reduction in inventory** compared to the same period last year, leading to decreased cash outflow for procurement[22](index=22&type=chunk) [Non-Recurring Gains and Losses and Amounts](index=8&type=section&id=8.%20Non-Recurring%20Gains%20and%20Losses%20and%20Amounts) This section lists the company's non-recurring gains and losses and their amounts for the reporting period, totaling 38.017 million Yuan, primarily comprising government subsidies, disposal gains/losses from non-current assets, and other non-operating income/expenses Non-Recurring Gains and Losses for H1 2025 | Non-Recurring Gains and Losses Item | Amount (Yuan) | | :--- | :--- | | Gains and losses from disposal of non-current assets | -13.722 million Yuan | | Government subsidies recognized in current profit or loss | 276.814 million Yuan | | Gains and losses from changes in fair value of financial assets and liabilities held by non-financial enterprises, and from disposal of financial assets and liabilities | -1.898 million Yuan | | Gains and losses from entrusted investments or asset management | 14.808 million Yuan | | Other non-operating income and expenses apart from the above | -158.735 million Yuan | | Less: Income tax impact | 39.370 million Yuan | | Impact on minority interests (after tax) | 39.880 million Yuan | | **Total** | **38.017 million Yuan** | [Net Profit After Deducting Share-Based Payment Impact](index=9&type=section&id=9.%20Net%20Profit%20After%20Deducting%20Share-Based%20Payment%20Impact) This section discloses the net profit after deducting the impact of share-based payments, which was -2.861 billion Yuan for the current reporting period, a year-on-year decrease of 587.38% Net Profit After Deducting Share-Based Payment Impact | Indicator | Current Period (Jan-Jun) | Prior Period | Change from Prior Period (%) | | :--- | :--- | :--- | :--- | | Net Profit After Deducting Share-Based Payment Impact | -2.861 billion Yuan | 587.075 million Yuan | -587.38 | [Management Discussion and Analysis](index=9&type=section&id=Item%203.%20Management%20Discussion%20and%20Analysis) This section analyzes the company's industry, main business operations, financial performance, core competencies, and risk factors during the reporting period [Industry and Main Business Overview During the Reporting Period](index=9&type=section&id=1.%20Industry%20and%20Main%20Business%20Overview%20During%20the%20Reporting%20Period) The company has optimized its business structure into four matrices: PV products, energy storage, system solutions, and digital energy services, aiming to transform into a comprehensive smart energy solution provider, while the PV industry continues to grow despite low prices and accelerating technological iteration - The company's business architecture has been optimized into a four-dimensional matrix of **PV products, energy storage business, system solutions, and digital energy services**, transforming into a comprehensive smart energy solution provider for PV and energy storage[30](index=30&type=chunk)[31](index=31&type=chunk) - In H1 2025, the company's module shipments **exceeded 32 GW**, and as of the end of June 2025, the cumulative shipments of the company's 210 modules **exceeded 200 GW**, ranking **first globally**[32](index=32&type=chunk) - Trina Storage has been ranked as a **BloombergNEF (BNEF) Tier 1 energy storage provider for six consecutive quarters**, with its global engineering technology center fully operational and over **10 service centers established in more than 10 overseas countries**[34](index=34&type=chunk)[36](index=36&type=chunk) - In H1 2025, new PV installations reached **211.61 GW**, an **increase of 106%** compared to the same period last year[48](index=48&type=chunk) - **TOPCon technology** has clearly become the mainstream cell technology and is expected to maintain its technological dominance for several years, with theoretical efficiency potentially **exceeding 30%** when combined with perovskite tandem cells[50](index=50&type=chunk) - The industry's competitive focus will shift from single module supply to the delivery and comprehensive management capabilities of **PV-plus-storage system solutions**, requiring enterprises to build a composite competitive advantage integrating technology, brand, and service[53](index=53&type=chunk) [Discussion and Analysis of Operations](index=14&type=section&id=2.%20Discussion%20and%20Analysis%20of%20Operations) In H1 2025, the global PV industry was in a recovery phase, with the company's operating revenue and net profit attributable to shareholders significantly declining, yet module shipments remained leading, and N-type TOPCon technology achieved full mass production. The company actively transformed into a full-scenario smart energy solution provider, achieving high-quality growth in energy storage, significantly enhancing system solution capabilities, and continuously increasing R&D investment, making breakthroughs in perovskite tandem cells, energy storage systems, and smart tracking systems - In H1 2025, the company achieved operating revenue of **31.056 billion Yuan**, a year-on-year **decrease of 27.72%**; net profit attributable to shareholders was **-2.918 billion Yuan**, a year-on-year **decrease of 654.47%**[61](index=61&type=chunk) - The company's **N-type TOPCon technology platform** achieved a comprehensive mass production breakthrough, with the power of its Vertex N-type series modules applying **i-TOPCon Ultra technology** further increasing, leading the industry into the TOPCon 2.0 era[61](index=61&type=chunk) - Energy storage business cumulative shipments **exceeded 12 GWh**, with an **increased proportion of overseas sales**, and it was ranked as a **BloombergNEF Global Tier 1 energy storage provider for the sixth consecutive time**[61](index=61&type=chunk)[66](index=66&type=chunk) - In H1 2025, the company's R&D investment was **2.262 billion Yuan**, a year-on-year **decrease of 16.54%**, accounting for **7.28%** of operating revenue during the same period[70](index=70&type=chunk) - The company's independently developed 210mm half-cut industrial-grade perovskite/crystalline silicon two-terminal tandem solar cells successively set world record efficiencies of **31.1% and 32.2%**, with laboratory tandem module efficiency reaching **30.6%**[70](index=70&type=chunk) - Trina Storage launched its new generation upgraded energy storage system, **Elementa 2 Pro**, equipped with Trina's self-developed **314Ah high-performance Trina Cell**, supporting **15,000 long cycles**[57](index=57&type=chunk)[66](index=66&type=chunk) - Trina Tracker's **SuperTrack intelligent algorithm** integrates patented technology for bifacial irradiance and micro-shading models, optimizing power generation efficiency for complex terrains and high-scattered irradiance weather conditions[60](index=60&type=chunk) [Analysis of Core Competencies During the Reporting Period](index=17&type=section&id=3.%20Analysis%20of%20Core%20Competencies%20During%20the%20Reporting%20Period) The company's core competencies include its globally leading brand and marketing network, strong R&D capabilities and extensive technology reserves, a moderately integrated and precisely globalized PV production layout, leading performance across multiple synergistic business segments, and an excellent management team, with continuous technological breakthroughs in N-type i-TOPCon cells, perovskite/crystalline silicon tandem cells, Vertex module mass production technology, intelligent tracking system electronic control, and energy storage system innovation - The company's business spans **over 180 countries globally**, making it one of the most internationalized companies in the global PV industry[75](index=75&type=chunk) - As of June 30, 2025, the company holds **3,422 patents**, including **1,274 invention patents**. In the global perovskite patent landscape, Trina Solar ranks **first globally with 481 patent applications**[76](index=76&type=chunk) - The company adopts a flexible, **moderately vertically integrated layout** and has established a production base in Indonesia, effectively mitigating trade barrier risks[77](index=77&type=chunk)[78](index=78&type=chunk) - The company maintains a **leading position in its core module business** and has proactively expanded into multiple synergistic business segments, including PV trackers, energy storage systems, distributed PV systems, centralized PV systems, and PV-plus-storage integrated systems, all of which are at an industry-leading level[79](index=79&type=chunk) - **N-type i-TOPCon cell technology** achieved a **0.08% increase in cell efficiency**, a **1.5W increase in module power**, and a **reduction in silver consumption by approximately 3 mg/W**[81](index=81&type=chunk) - Perovskite/crystalline silicon two-terminal tandem solar cells successively set world record efficiencies of **31.1% and 32.2%**; industrial standard size perovskite/crystalline silicon two-terminal tandem cell modules achieved a peak power of **841W**[84](index=84&type=chunk)[85](index=85&type=chunk) - Energy storage liquid-cooled containers optimize space efficiency, with **6MWh+** compared to 5MWh, energy density **increased by 24.7%**, footprint **reduced by 20%**, and total CAPEX cost **reduced by over 5%**[89](index=89&type=chunk) [Risk Factors](index=30&type=section&id=4.%20Risk%20Factors) The company faces risks of significant performance decline or loss due to PV industry supply-demand imbalance and price competition, alongside technological obsolescence, core technology leakage, raw material and logistics cost fluctuations, increased accounts receivable, high asset-liability ratio, inventory impairment, fixed asset impairment, intensified industry competition, policy changes, overseas operational risks, international trade frictions, and exchange rate fluctuations, in addition to ongoing major lawsuits or arbitrations - During the reporting period, the company's net profit **decreased significantly by 654.47%**, posing a risk of continued performance decline or loss in the future, primarily due to the **continuous decrease in PV module prices**[112](index=112&type=chunk) - With continuous emergence of new technologies in the PV industry, the company faces risks of **technological obsolescence** and **N-type cell technology being replaced by new routes**[113](index=113&type=chunk) - Fluctuations in **raw material prices** (e.g., polysilicon) and **logistics costs** (e.g., sea freight) may lead to increased logistics expenses for the company, thereby affecting its profitability[115](index=115&type=chunk) - Capacity expansion in the PV industry has led to a continuous decline in product prices, exposing the company to **PV product price fluctuation risks**[116](index=116&type=chunk) - As business scale expands, **accounts receivable increase**, posing a risk of bad debts; to support business development, the **asset-liability ratio has increased**, presenting a risk of inability to pay interest and repay debts on time[117](index=117&type=chunk)[118](index=118&type=chunk) - Increased inventory size, falling market prices, and changes in downstream demand may lead to **inventory impairment**; the rapid popularization of N-type technology may result in **impairment of fixed assets** on P-type production lines[119](index=119&type=chunk) - Intensified competition and periodic overcapacity in the PV industry may lead to **unreasonable product price declines** and **reduced corporate profitability**[120](index=120&type=chunk)[121](index=121&type=chunk) - Overseas operations face macro-environmental risks such as **international political relations, legal environment, tax environment, exchange rate fluctuations, and policy discontinuity**[123](index=123&type=chunk)[125](index=125&type=chunk) - The company has **four pending major lawsuits or arbitrations**, with the arbitration case involving SHARP CORPORATION having reached a settlement[126](index=126&type=chunk)[127](index=127&type=chunk) [Key Operating Performance During the Reporting Period](index=32&type=section&id=5.%20Key%20Operating%20Performance%20During%20the%20Reporting%20Period) This section details the company's financial statement item changes, asset-liability status, and investment activities during the reporting period, showing decreases in operating revenue and costs but an increase in R&D expenses, a significant rise in net cash flow from operating activities, reduced cash outflow from investing activities, and a substantial drop in net cash flow from financing activities, with adjustments to the asset-liability structure and overseas assets accounting for 21.79% of total assets Analysis of Changes in Financial Statement Items | Item | Current Period Amount (Yuan) | Prior Period Amount (Yuan) | Change (%) | | :--- | :--- | :--- | :--- | | Operating Revenue | 31.056 billion Yuan | 42.968 billion Yuan | -27.72 | | Operating Cost | 29.363 billion Yuan | 37.383 billion Yuan | -21.45 | | Selling Expenses | 1.088 billion Yuan | 1.142 billion Yuan | -4.73 | | Administrative Expenses | 1.430 billion Yuan | 1.664 billion Yuan | -14.11 | | Financial Expenses | 423.147 million Yuan | 590.782 million Yuan | -28.38 | | R&D Expenses | 900.091 million Yuan | 844.344 million Yuan | 6.60 | | Net Cash Flow from Operating Activities | 1.844 billion Yuan | -156.645 million Yuan | Not applicable | | Net Cash Flow from Investing Activities | -3.515 billion Yuan | -8.492 billion Yuan | Not applicable | | Net Cash Flow from Financing Activities | 251.714 million Yuan | 9.285 billion Yuan | -97.29 | - The decrease in operating revenue was mainly due to **increased PV module sales** but **decreased system product sales**, affected by persistently low prices in the PV industry chain[131](index=131&type=chunk) - Net cash flow from operating activities **increased year-on-year**, primarily due to a **reduction in inventory** compared to the same period last year, leading to decreased cash outflow for procurement[131](index=131&type=chunk) - Net cash flow from financing activities **decreased significantly by 97.29%** year-on-year, mainly due to a **decrease in cash received from borrowings** during the current period[131](index=131&type=chunk) - Overseas assets amounted to **27.392 billion Yuan**, accounting for **21.79%** of total assets[135](index=135&type=chunk) Derivative Investments (for Hedging Purposes) | Type of Derivative Investment | Initial Investment Amount (10,000 Yuan) | Period-end Book Value (10,000 Yuan) | Period-end Book Value as % of Net Assets Attributable to Parent Company (%) | Actual Gains/Losses During Reporting Period (10,000 Yuan) | | :--- | :--- | :--- | :--- | :--- | | Forward Foreign Exchange Contracts | 600.34 million Yuan | 501.06 million Yuan | 2.15 | -33.45 million Yuan | [Corporate Governance, Environment, and Society](index=40&type=section&id=Item%204.%20Corporate%20Governance%2C%20Environment%2C%20and%20Society) This section covers changes in governance personnel, profit distribution, equity incentives, environmental disclosure, and contributions to poverty alleviation and rural revitalization [Changes in Company Directors, Supervisors, Senior Management, and Core Technical Personnel](index=40&type=section&id=1.%20Changes%20in%20Company%20Directors%2C%20Supervisors%2C%20Senior%20Management%2C%20and%20Core%20Technical%20Personnel) During the reporting period, Supervisor Cui Yixiang resigned due to personal work arrangements, and Tang Qinan was elected as the new supervisor. Core technical personnel Feng Zhiqiang retired but will continue as a company consultant, while Vice General Manager Ding Huazhang was transferred to a subsidiary, and Financial Controller Wu Sen was appointed as Vice General Manager - Mr. Cui Yixiang, a company supervisor, resigned due to personal work arrangements, and Mr. Tang Qinan was elected as a **non-employee representative supervisor** for the company's third supervisory board[147](index=147&type=chunk) - Mr. FENG ZHIQIANG, a core technical personnel, resigned from his position as core technical personnel due to reaching the statutory retirement age, but will continue to serve as a **company consultant**[148](index=148&type=chunk) - The company appointed Mr. Wu Sen, the financial controller, as **Vice General Manager**[148](index=148&type=chunk) [Profit Distribution or Capital Reserve Conversion Plan](index=40&type=section&id=2.%20Profit%20Distribution%20or%20Capital%20Reserve%20Conversion%20Plan) This semi-annual report does not include a profit distribution plan or a capital reserve conversion plan - This semi-annual report **does not include a profit distribution plan or a capital reserve conversion plan**[150](index=150&type=chunk) [Status and Impact of Company Equity Incentive Plans, Employee Stock Ownership Plans, or Other Employee Incentive Measures](index=40&type=section&id=3.%20Status%20and%20Impact%20of%20Company%20Equity%20Incentive%20Plans%2C%20Employee%20Stock%20Ownership%20Plans%2C%20or%20Other%20Employee%20Incentive%20Measures) The company canceled 40,315,900 restricted shares from its 2023 restricted stock incentive plan due to reasons including employee departures, voluntary relinquishment, failure to meet company and individual performance targets, and the expiration of the reserved portion - The company **canceled 40,315,900 restricted shares** from its 2023 restricted stock incentive plan[152](index=152&type=chunk) - Reasons for cancellation include **departure of incentive recipients, voluntary relinquishment by incentive recipients, failure to meet company-level performance targets, failure to meet individual performance targets, and expiration of the ungranted reserved portion**[152](index=152&type=chunk) [Environmental Information of Listed Companies and Their Major Subsidiaries Included in the List of Enterprises Required to Disclose Environmental Information by Law](index=41&type=section&id=4.%20Environmental%20Information%20of%20Listed%20Companies%20and%20Their%20Major%20Subsidiaries%20Included%20in%20the%20List%20of%20Enterprises%20Required%20to%20Disclose%20Environmental%20Information%20by%20Law) The company and seven major subsidiaries are included in the list of enterprises required to disclose environmental information by law, with public access to their reports, demonstrating compliance with environmental information disclosure regulations - The company and **seven major subsidiaries** are included in the list of enterprises required to disclose environmental information by law[153](index=153&type=chunk) - Environmental information disclosure reports can be accessed on the **Enterprise Environmental Information Disclosure System (Jiangsu)** and the **National Pollutant Discharge Permit Management Information Platform**[153](index=153&type=chunk)[154](index=154&type=chunk)[155](index=155&type=chunk) [Specific Situations of Consolidating and Expanding Poverty Alleviation Achievements, Rural Revitalization, and Other Work](index=43&type=section&id=5.%20Specific%20Situations%20of%20Consolidating%20and%20Expanding%20Poverty%20Alleviation%20Achievements%2C%20Rural%20Revitalization%2C%20and%20Other%20Work) The company actively participates in poverty alleviation and rural revitalization through green energy projects in Shexian, Sunfang Village, Inner Mongolia's Karaqin Banner, and Sichuan's Muli County, exploring synergistic development models that combine green energy with tourism, agriculture, targeted assistance, and plateau infrastructure to achieve both economic and ecological benefits - The Shexian Green Energy Project adopts dynamic terrain adaptation technology and intelligent arrangement of high-efficiency bifacial PV modules, exploring a **"PV + Tourism" development model**, with an average annual power generation of **260 million kWh**[156](index=156&type=chunk) - The Sunfang Village PV Power Generation Project is designed for an average annual power generation of **5.7 million kWh**, with each PV module generating approximately **60 Yuan in additional income for villagers annually**, and the village collective gaining approximately **200,000 Yuan in new annual income**[157](index=157&type=chunk) - The Inner Mongolia Karaqin Banner PV Project provides targeted assistance to **1,747 key monitoring objects in rural and pastoral areas** with an average annual household income below 7,500 Yuan per person, with an estimated average annual power generation of **30.55 million kWh**, achieving long-term assistance through "PV income + employment income"[158](index=158&type=chunk) - The Sichuan Muli County PV Project has a total installed capacity of **1.75 million kW**, with an estimated annual power generation of **944 million kWh**, driving local infrastructure construction such as roads through the配套 construction of industrial roads, and boosting local employment opportunities[159](index=159&type=chunk) [Significant Matters](index=45&type=section&id=Item%205.%20Significant%20Matters) This section details commitment fulfillment, absence of illegal guarantees, major lawsuits, significant related-party transactions, contract performance, raised fund utilization, and other important corporate matters [Fulfillment of Commitments](index=45&type=section&id=1.%20Fulfillment%20of%20Commitments) This section details the fulfillment of commitments by the company's controlling shareholder, actual controller, parties acting in concert, and the company itself regarding share lock-up, reduction intentions, information disclosure, immediate return enhancement, avoidance of horizontal competition, and reduction of related-party transactions, with all commitments being strictly fulfilled - Mr. Gao Jifan, the controlling shareholder and actual controller, and relevant parties acting in concert, committed to **voluntarily lock up all their unrestricted tradable shares for 8 months** from the completion date of the share transfer[161](index=161&type=chunk) - The controlling shareholder and actual controller committed that within two years after the lock-up period expires, the **reduction price will not be lower than the company's initial public offering price**, and the total number of shares reduced annually will **not exceed 25%** of the total shares registered under their name on the last trading day of the previous year[162](index=162&type=chunk) - The company, its controlling shareholder, and actual controller committed that information disclosure contains **no false records, misleading statements, or major omissions**, and they will bear corresponding repurchase and compensation liabilities[164](index=164&type=chunk)[165](index=165&type=chunk) - The controlling shareholder, actual controller, and directors, supervisors, and senior management committed to **avoid horizontal competition** and take legal and effective measures to **reduce and regulate related-party transactions**[170](index=170&type=chunk)[171](index=171&type=chunk)[172](index=172&type=chunk) - The controlling shareholder, actual controller, and directors, supervisors, and senior management committed to **diligently implement the company's measures to compensate for diluted immediate returns**[173](index=173&type=chunk)[174](index=174&type=chunk) [Illegal Guarantees](index=59&type=section&id=3.%20Illegal%20Guarantees) There were no illegal guarantees by the company during the reporting period - There were **no illegal guarantees** by the company during the reporting period[175](index=175&type=chunk) [Major Lawsuits and Arbitrations](index=60&type=section&id=7.%20Major%20Lawsuits%20and%20Arbitrations) The company is involved in multiple major lawsuits and arbitrations, with a lawsuit related to Total Energies in the early discovery phase, an arbitration with SHARP CORPORATION settled, an arbitration with Eleventh Technology heard but not yet ruled, and two patent infringement lawsuits filed against Canadian Solar Group in the early evidence exchange phase - In the lawsuit with TOTAL ENERGIES RENEWABLES USA, LLC, the court rejected Trina Solar's objection to jurisdiction, and Trina Solar has appealed this ruling; the case is in the **early evidence discovery phase and has not yet gone to trial**[176](index=176&type=chunk) - The arbitration with SHARP CORPORATION was **settled in July 2025**, with an enforceable framework settlement agreement signed, stipulating that the company will pay a certain amount of settlement funds to SHARP and provide modules and after-sales services, and both parties will terminate the arbitration shortly after signing the agreement[176](index=176&type=chunk) - Subsidiary Trina Solar (Suqian) Optoelectronics Co., Ltd. filed an arbitration against China Electronics Engineering Design Institute Technology Engineering Co., Ltd., requesting payment of liquidated damages and compensation totaling **590.15 million Yuan**; Eleventh Technology counter-requested payment for engineering costs. Both cases officially went to trial on April 18, 2025, and June 25, 2025, respectively, and **no final ruling has been issued yet**[177](index=177&type=chunk) - The company filed two patent infringement lawsuits against Canadian Solar Group Co., Ltd. and its subsidiaries, involving patents for "solar cell modules" and "solar cells and their manufacturing methods," with total claims amounting to **1.058 billion Yuan**. Both cases are in the **early evidence exchange phase and have not yet gone to trial**[177](index=177&type=chunk)[178](index=178&type=chunk) [Significant Related-Party Transactions](index=62&type=section&id=10.%20Significant%20Related-Party%20Transactions) During the reporting period, the company projected 267.8 million Yuan in routine related-party transactions for 2025, completed a cash acquisition of 2.07% equity in its controlling subsidiary Trina Home for 262.057 million Yuan, and its wholly-owned subsidiary Chengyu Investment participated in establishing a 1.6 billion Yuan dual-carbon industry fund. The company also injected 800 million Yuan into its controlling subsidiary Trina Storage, increasing its control to 64.31% - On December 13, 2024, the company approved the "Proposal on the Company's Estimated Routine Related-Party Transactions for 2025," with an estimated amount of **267.8 million Yuan**[179](index=179&type=chunk) - The company acquired **2.07% equity** in its controlling subsidiary Trina Home's employee stock ownership platform for a total of **262.057 million Yuan** in cash, and the transaction has been completed[182](index=182&type=chunk)[183](index=183&type=chunk) - The company's wholly-owned subsidiary Chengyu Investment, together with China Construction Bank (Beijing) Investment Fund Management Co., Ltd. and others, co-invested to establish a **1.6 billion Yuan dual-carbon industry fund**, which has completed the filing procedures with the Securities Association of China[186](index=186&type=chunk)[187](index=187&type=chunk) - The company, through its wholly-owned subsidiary Trina Smart, injected **800 million Yuan** of self-owned or self-raised funds into its controlling subsidiary Trina Storage; after the capital increase, the company's control over Trina Storage will **increase from 57.17% to 64.31%**, and the capital increase has been completed[188](index=188&type=chunk) [Performance of Major Contracts](index=66&type=section&id=11.%20Performance%20of%20Major%20Contracts) This section discloses the company's and its subsidiaries' external guarantees, with a total guarantee amount of 60.499 billion Yuan at the end of the reporting period, representing 229.36% of the company's net assets, including 58.276 billion Yuan in outstanding guarantees for subsidiaries Company's Total Guarantee Amount | Indicator | Amount (Thousand Yuan) | Proportion (%) | | :--- | :--- | :--- | | Total Guarantee Amount (A+B) | 60.499 billion Yuan | 229.36 | | Of which: Total Guarantee Amount for Subsidiaries | 42.137 billion Yuan | N/A | | Total Outstanding Guarantee Amount for Subsidiaries (B) | 58.276 billion Yuan | N/A | | Debt Guarantee Amount Provided Directly or Indirectly for Guaranteed Parties with Asset-Liability Ratio Exceeding 70% (D) | 34.081 billion Yuan | N/A | | Amount of Total Guarantee Exceeding 50% of Net Assets (E) | 13.230 billion Yuan | N/A | | Total of the Above Three Guarantee Amounts (C+D+E) | 47.311 billion Yuan | N/A | - At the end of the reporting period, the total guarantee amount (including guarantees for subsidiaries) was **60.499 billion Yuan**, accounting for **229.36%** of the company's net assets[194](index=194&type=chunk) [Explanation of Progress in Use of Raised Funds](index=70&type=section&id=12.%20Explanation%20of%20Progress%20in%20Use%20of%20Raised%20Funds) The company's 2023 convertible bond issuance raised a net amount of 8.816 billion Yuan, with 6.850 billion Yuan cumulatively invested as of the end of the reporting period, representing a 77.70% investment progress, including 4.262 billion Yuan for the 35GW monocrystalline pulling project and 2.588 billion Yuan for working capital. The company also used 1.9 billion Yuan of idle raised funds to temporarily supplement working capital and placed 101.967 million Yuan in agreed deposits Overall Use of Raised Funds | Indicator | Net Raised Funds (10,000 Yuan) | Cumulative Investment Amount as of End of Reporting Period (10,000 Yuan) | Investment Progress as of End of Reporting Period (%) | | :--- | :--- | :--- | :--- | | Total Raised Funds | 8.865 billion Yuan | 6.850 billion Yuan | 77.70 | | Net Raised Funds | 8.816 billion Yuan | 6.850 billion Yuan | 77.70 | Detailed Use of Raised Funds for Investment Projects | Project Name | Planned Total Investment Amount of Raised Funds (10,000 Yuan) | Cumulative Investment Amount as of End of Reporting Period (10,000 Yuan) | Investment Progress as of End of Reporting Period (%) | | :--- | :--- | :--- | :--- | | 35GW Monocrystalline Pulling Project | 6.231 billion Yuan | 4.262 billion Yuan | 68.39 | | Supplement Working Capital | 2.585 billion Yuan | 2.588 billion Yuan | 100.14 | - The company used idle raised funds not exceeding **1.9 billion Yuan** to temporarily supplement working capital, with a usage period not exceeding 12 months from the date of board approval[202](index=202&type=chunk) - As of June 30, 2025, the company's balance of raised funds temporarily supplementing working capital was **1.9 billion Yuan**[202](index=202&type=chunk) - As of June 30, 2025, the company placed **101.967 million Yuan** of raised funds in agreed deposits[203](index=203&type=chunk) [Explanation of Other Significant Matters](index=73&type=section&id=13.%20Explanation%20of%20Other%20Significant%20Matters) The company's board approved a share repurchase plan of 1 billion to 1.2 billion Yuan for converting convertible bonds, with the repurchase period extended to March 24, 2026, and funding from own and self-raised capital; as of June 30, 2025, 15.316 million shares have been repurchased for 252.957 million Yuan - The company plans to repurchase its unrestricted A-share tradable shares through centralized bidding, with a repurchase price not exceeding **31.00 Yuan/share (inclusive)**, for the purpose of converting the company's issued convertible bonds into shares[204](index=204&type=chunk) - The total repurchase amount will be **no less than 1 billion Yuan (inclusive)** and **no more than 1.2 billion Yuan (inclusive)**[204](index=204&type=chunk) - The implementation period for share repurchase has been **extended by 9 months**, from the original June 24, 2025, to **March 24, 2026**, and the funding source has been adjusted from "own funds" to "**own funds and self-raised funds**"[205](index=205&type=chunk) - As of June 30, 2025, the company had repurchased **15,315,910 shares**, accounting for **0.70%** of the company's total share capital, with a total payment of **252.957 million Yuan**[206](index=206&type=chunk) [Share Changes and Shareholder Information](index=74&type=section&id=Item%206.%20Share%20Changes%20and%20Shareholder%20Information) This section details changes in the company's share capital and provides an overview of its shareholder structure [Changes in Share Capital](index=74&type=section&id=1.%20Changes%20in%20Share%20Capital) During the reporting period, the company's total share capital increased by 84 shares to 2,179,365,412 shares, primarily due to the conversion of convertible corporate bonds Changes in Share Capital | Share Class | Quantity Before This Change | Increase/Decrease in This Change (+,-) | Quantity After This Change | | :--- | :--- | :--- | :--- | | Unrestricted Tradable Shares | 2,179,365,328 | +84 | 2,179,365,412 | | Total Shares | 2,179,365,328 | +84 | 2,179,365,412 | - The company's convertible corporate bonds issued in 2023 began conversion on August 17, 2023; during the reporting period, the company's convertible bonds cumulatively converted **764 shares**, of which **680 shares of "Trina 23 Convertible Bond" conversion came from the company's dedicated share repurchase account**[211](index=211&type=chunk) [Shareholder Information](index=75&type=section&id=2.%20Shareholder%20Information) As of the end of the reporting period, the company had 45,743 common shareholders, with Jiangsu Panji Investment Co., Ltd., Gao Jifan, and Huafu Capital Management Co., Ltd. being the top three, and Gao Jifan and his parties acting in concert collectively controlling 35.61% of the company's equity - Total number of common shareholders at the end of the reporting period: **45,743**[212](index=212&type=chunk) Top Ten Shareholders' Shareholding (Period-end) | Shareholder Name | Period-end Shareholding (Shares) | Proportion (%) | Shareholder Nature | | :--- | :--- | :--- | :--- | | Jiangsu Panji Investment Co., Ltd. | 295,495,418 | 13.56 | Domestic Non-State-Owned Legal Person | | Gao Jifan | 264,164,914 | 12.12 | Domestic Natural Person | | Huafu Capital Management Co., Ltd. | 233,247,120 | 10.70 | State-Owned Legal Person | | Hong Kong Securities Clearing Company Limited | 150,513,512 | 6.91 | Overseas Legal Person | | Wu Chunyan | 122,855,128 | 5.64 | Domestic Natural Person | - Among the company's top ten shareholders, Jiangsu Panji Investment Co., Ltd., Wu Chunyan, Trina Star Yuan Investment Development Co., Ltd., and Jiangsu Qinghai Investment Co., Ltd. are **parties acting in concert with Mr. Gao Jifan**, the company's controlling shareholder and actual controller[216](index=216&type=chunk) [Bond-Related Information](index=79&type=section&id=Item%207.%20Bond-Related%20Information) This section provides details on the company's convertible corporate bonds, including issuance, conversion price adjustments, and conversion status [Convertible Corporate Bonds](index=79&type=section&id=2.%20Convertible%20Corporate%20Bonds) The company issued 8.864751 billion Yuan in convertible corporate bonds (Trina 23 Convertible Bond) in February 2023, with a six-year term. During the reporting period, the conversion price was adjusted multiple times from an initial 69.69 Yuan/share to 25.00 Yuan/share. As of the end of the reporting period, there were 48,672 holders, with 4,055 shares cumulatively converted, and 8.864498 billion Yuan remaining unconverted, representing 99.9971% of the total issuance. After the reporting period, the conversion price was further corrected downwards to 16.00 Yuan/share - On February 13, 2023, the company issued **88.64751 million convertible corporate bonds**, raising a total of **8.864751 billion Yuan**, with a term of six years from the issuance date, bond abbreviation "**Trina 23 Convertible Bond**," and bond code "**118031**"[220](index=220&type=chunk) - The initial conversion price was **69.69 Yuan/share**, and after multiple adjustments, as of February 26, 2025, the conversion price was corrected downwards to **25.00 Yuan/share**[220](index=220&type=chunk)[221](index=221&type=chunk)[222](index=222&type=chunk) Trina 23 Convertible Bond Holders and Conversion Status | Indicator | Value | | :--- | :--- | | Number of Convertible Bond Holders at Period-end | 48,672 | | Conversion Amount During Reporting Period (Yuan) | 23,000 Yuan | | Number of Shares Converted During Reporting Period (Shares) | 764 | | Cumulative Number of Shares Converted (Shares) | 4,055 | | Unconverted Amount (Yuan) | 8.864 billion Yuan | | Proportion of Unconverted Bonds to Total Issued Bonds (%) | 99.9971 | - As of the disclosure date of this report, the conversion price of Trina 23 Convertible Bond was corrected downwards from **25.00 Yuan/share to 16.00 Yuan/share**, with the adjusted conversion price effective from **August 18, 2025**[233](index=233&type=chunk) [Financial Report](index=83&type=section&id=Item%208.%20Financial%20Report) This section presents the company's comprehensive financial statements, including balance sheets, income statements, cash flow statements, and statements of changes in equity, with detailed notes on accounting policies, tax items, and financial statement items [Financial Statements](index=83&type=section&id=2.%20Financial%20Statements) This section includes the company's consolidated and parent company balance sheets, income statements, cash flow statements, and statements of changes in equity for the first half of 2025, comprehensively presenting the financial position, operating results, and cash flow at the end of the reporting period - Provides **consolidated balance sheet, consolidated income statement, consolidated cash flow statement, and consolidated statement of changes in equity**[235](index=235&type=chunk)[242](index=242&type=chunk)[249](index=249&type=chunk)[256](index=256&type=chunk) - Provides **parent company balance sheet, parent company income statement, parent company cash flow statement, and parent company statement of changes in equity**[239](index=239&type=chunk)[246](index=246&type=chunk)[253](index=253&type=chunk)[267](index=267&type=chunk) [Company's Basic Information](index=108&type=section&id=3.%20Company's%20Basic%20Information) Trina Solar Co., Ltd., established in 1997 and listed on the STAR Market in 2020, has a current share capital of 2.179 billion Yuan, with its main business structured into four segments: PV products, energy storage, system solutions, and digital energy services, aiming to become a comprehensive smart energy solution provider - Trina Solar Co., Ltd. was established on December 26, 1997, and listed on the **Shanghai Stock Exchange STAR Market on June 10, 2020**[272](index=272&type=chunk) - The company's current total share capital is **2.179 billion Yuan**[272](index=272&type=chunk) - The company's main business architecture includes four segments: **PV products, energy storage business, system solutions, and digital energy services**, aiming to transform and upgrade into a comprehensive smart energy solution provider for PV and energy storage[273](index=273&type=chunk) [Basis of Financial Statement Preparation](index=108&type=section&id=4.%20Basis%20of%20Financial%20Statement%20Preparation) The company's financial statements are prepared on a going concern basis, with recognition and measurement based on enterprise accounting standards and their application guidelines, and disclosure of financial information in accordance with the CSRC's "Information Disclosure Rules for Companies Issuing Securities No. 15 – General Provisions for Financial Reports (Revised 2023)" - The company prepares its financial statements on a **going concern basis**, recognizing and measuring transactions and events in accordance with **Enterprise Accounting Standards** and their application guidelines and interpretations[274](index=274&type=chunk) - The company also discloses relevant financial information in accordance with the **China Securities Regulatory Commission's "Information Disclosure Rules for Companies Issuing Securities No. 15 – General Provisions for Financial Reports (Revised 2023)"**[274](index=274&type=chunk) [Significant Accounting Policies and Estimates](index=108&type=section&id=5.%20Significant%20Accounting%20Policies%20and%20Estimates) This section details the company's accounting policies and estimates for business combinations, consolidated financial statements, financial instruments, inventories, contract assets, long-term equity investments, fixed assets, construction in progress, intangible assets, goodwill, employee benefits, provisions, share-based payments, revenue recognition, contract costs, government grants, deferred tax assets/liabilities, and leases. During the reporting period, the company adjusted its H1 2024 financial statements to include warranty-type quality assurance costs in operating costs, following new Ministry of Finance regulations - Detailed the accounting treatment methods for **business combinations under common control and not under common control**[282](index=282&type=chunk) - Explained the criteria for determining control and the methods for preparing consolidated financial statements, including the **scope of consolidation for subsidiaries and structured entities**[284](index=284&type=chunk)[285](index=285&type=chunk) - Stipulated the accounting treatment for the **classification, measurement, impairment, and transfer of financial instruments**, including the method for measuring expected credit losses[300](index=300&type=chunk)[305](index=305&type=chunk) - Clarified the classification of inventories, issuance pricing methods, inventory systems, and the recognition criteria and provision methods for **inventory impairment**, especially the presentation and measurement of **PV power plants**[319](index=319&type=chunk)[322](index=322&type=chunk) - Detailed the accounting policies adopted for **revenue recognition and measurement**, including specific recognition methods for **PV products, energy storage business, system solutions, and digital energy services**[359](index=359&type=chunk)[361](index=361&type=chunk)[362](index=362&type=chunk)[363](index=363&type=chunk)[365](index=365&type=chunk) - In accordance with the "Compilation of Application Guidelines for Enterprise Accounting Standards 2024" and "Interpretation No. 18 of Enterprise Accounting Standards" issued by the Ministry of Finance, the company recognized **warranty-type quality assurance costs in operating costs** and adjusted relevant items in the **H1 2024 consolidated and parent company comparative financial statements**[393](index=393&type=chunk)[394](index=394&type=chunk) [Taxation](index=139&type=section&id=6.%20Taxation) This section discloses the company's main tax categories and rates, including VAT, urban maintenance and construction tax, education surcharges, local education surcharges, and corporate income tax, with the company and several subsidiaries enjoying a preferential corporate income tax rate of 15% as high-tech enterprises Main Tax Categories and Rates | Tax Category | Taxable Basis | Tax Rate | | :--- | :--- | :--- | | Value-Added Tax | Sales of goods and taxable services income | 0%, 3%, 5%, 6%, 9%, 13% etc | | Corporate Income Tax | Taxable income | 0%, 15%, 25% etc | - Trina Solar Co., Ltd., Trina Solar (Changzhou) Technology Co., Ltd., Trina Solar Technology (Yancheng) Co., Ltd., Trina Solar (Suqian) Optoelectronics Co., Ltd., and Trina Home Energy Co., Ltd. all enjoy a **preferential corporate income tax rate of 15%** as high-tech enterprises[397](index=397&type=chunk)[398](index=398&type=chunk)[399](index=399&type=chunk) - Overseas subsidiaries such as **Trina Solar Energy Development Pte. Ltd. and Trina Solar (Schweiz) AG** apply different income tax and VAT rates[400](index=400&type=chunk) [Notes to Consolidated Financial Statement Items](index=141&type=section&id=7.%20Notes%20to%20Consolidated%20Financial%20Statement%20Items) This section provides detailed notes on major asset, liability, owner's equity, and profit/loss items in the consolidated financial statements, including monetary funds, notes receivable, accounts receivable, inventories, fixed assets, construction in progress, intangible assets, goodwill, short-term borrowings, accounts payable, long-term borrowings, bonds payable, operating revenue, operating costs, selling expenses, administrative expenses, R&D expenses, financial expenses, and investment income, disclosing changes and reasons for each Period-end Balance of Monetary Funds | Item | Period-end Balance (Yuan) | | :--- | :--- | | Cash on Hand | 291,662.17 Yuan | | Bank Deposits | 17.561 billion Yuan | | Other Monetary Funds | 4.766 billion Yuan | | **Total** | **22.328 billion Yuan** | Aging Structure of Accounts Receivable (Period-end) | Aging | Period-end Book Balance (Yuan) | | :--- | :--- | | Within 1 Year (inclusive) | 13.343 billion Yuan | | 1 to 2 Years | 2.676 billion Yuan | | 2 to 3 Years | 411.730 million Yuan | | 3 to 4 Years | 291.167 million Yuan | | Over 4 Years | 731.017 million Yuan | | **Total** | **17.453 billion Yuan** | Inventory Classification (Period-end) | Item | Book Value (Yuan) | | :--- | :--- | | Raw Materials | 2.507 billion Yuan | | Work in Progress | 2.002 billion Yuan | | Finished Goods | 5.812 billion Yuan | | Contract Performance Costs | 433.103 million Yuan | | PV Power Plants | 15.305 billion Yuan | | Goods in Transit | 472.188 million Yuan | | **Total** | **26.531 billion Yuan** | Operating Revenue and Operating Cost | Item | Current Period Amount (Revenue) | Current Period Amount (Cost) | | :--- | :--- | :--- | | Main Business | 29.334 billion Yuan | 27.961 billion Yuan | | Other Business | 1.722 billion Yuan | 1.402 billion Yuan | | **Total** | **31.056 billion Yuan** | **29.363 billion Yuan** | Composition of Financial Expenses | Item | Current Period Amount (Yuan) | | :--- | :--- | | Interest Expense | 825.255 million Yuan | | Less: Interest Income | -196.323 million Yuan | | Exchange Gains/Losses | -286.714 million Yuan | | Bank Charges | 80.929 million Yuan | | **Total** | **423.147 million Yuan** | [R&D Expenditure](index=220&type=section&id=8.%20R%26D%20Expenditure) During the reporting period, the company's total R&D expenditure was 900.091 million Yuan, all expensed, primarily comprising employee compensation, material consumption, and depreciation and amortization R&D Expenditure by Nature of Expense | Item | Current Period Amount (Yuan) | | :--- | :--- | | Employee Compensation | 385.843 million Yuan | | Material Consumption | 218.139 million Yuan | | Depreciation and Amortization | 168.832 million Yuan | | Utilities | 50.767 million Yuan | | **Total** | **900.091 million Yuan** | | Of which: Expensed R&D Expenditure | 900.091 million Yuan | [Changes in Consolidation Scope](index=221&type=section&id=9.%20Changes%20in%20Consolidation%20Scope) During the reporting period, the company had no transactions or events involving business combinations not under common control, business combinations under common control, reverse acquisitions, or disposal of subsidiaries leading to loss of control - There were **no business combinations not under common control** during the reporting period[596](index=596&type=chunk) - There were **no business combinations under common control** during the reporting period[597](index=597&type=chunk) - There were **no reverse acquisitions** during the reporting period[598](index=598&type=chunk) - There were **no transactions or events leading to loss of control over subsidiaries** during the reporting period[598](index=598&type=chunk) [Interests in Other Entities](index=223&type=section&id=10.%20Interests%20in%20Other%20Entities) This section discloses the composition of the company's enterprise group, including important wholly-owned and non-wholly-owned subsidiaries, and lists key financial information for significant non-wholly-owned subsidiaries, along with summarized financial information for insignificant joint ventures and associates Key Financial Information of Significant Non-Wholly-Owned Subsidiary (Trina Home Energy Co., Ltd.) | Indicator | Period-end Balance (10,000 Yuan) | Period-beginning Balance (10,000 Yuan) | | :--- | :--- | :--- | | Current Assets | 23.063 billion Yuan | 9.327 billion Yuan | | Non-Current Assets | 2.292 billion Yuan | 1.489 billion Yuan | | Total Assets | 25.354 billion Yuan | 10.815 billion Yuan | | Current Liabilities | 10.736 billion Yuan | 5.487 billion Yuan | | Non-Current Liabilities | 7.005 billion Yuan | 564.24 million Yuan | | Total Liabilities | 17.741 billion Yuan | 6.051 billion Yuan | | Operating Revenue | 5.391 billion Yuan | 3.378 billion Yuan | | Net Profit | 648.77 million Yuan | 29.93 million Yuan | | Total Comprehensive Income | 648.77 million Yuan | 29.93 million Yuan | | Net Cash Flow from Operating Activities | 1.911 billion Yuan | 788.68 million Yuan | Summarized Financial Information of Insignificant Joint Ventures and Associates | Item | Period-end Balance/Current Period Amount (10,000 Yuan) | Period-beginning Balance/Prior Period Amount (10,000 Yuan) | | :--- | :--- | :--- | | **Joint Ventures:** | | | | Total Book Value of Investments | 116.11 million Yuan | 164.46 million Yuan | | Net Profit | 12.06 million Yuan | -14.41 million Yuan | | Total Comprehensive Income | 12.06 million Yuan | -14.41 million Yuan | | **Associates:** | | | | Total Book Value of Investments | 3.078 billion Yuan | 253.58 million Yuan | | Net Profit | -229.13 million Yuan | -33.43 million Yuan | | Total Comprehensive Income | -229.14 million Yuan | -33.43 million Yuan | [Government Grants](index=228&type=section&id=11.%20Government%20Grants) This section discloses the company's government grant liability items and government grants recognized in current profit or loss. At the end of the reporting period, the deferred income from government grants was 1.566 million Yuan. Total government grants recognized in current profit or loss for the period amounted to 622.277 million Yuan, with 194.404 million Yuan related to assets and 427.873 million Yuan related to income Liability Items Involving Government Grants (Deferred Income) | Financial Statement Item | Period-beginning Balance (Yuan) | Amount of New Grants in Current Period (Yuan) | Decrease in Current Period (Amount Recognized in Other Income) (Yuan) | Period-end Balance (Yuan) | Related to Assets/Income | | :--- | :--- | :--- | :--- | :--- | :--- | | Deferred Income | 3.184 million Yuan | 148.657 million Yuan | 150.389 million Yuan | 1.452 million Yuan | Assets | | Deferred Income | 0 | 114,000 Yuan | 0 | 114,000 Yuan | Income | | **Total** | **3.184 million Yuan** | **148.771 million Yuan** | **150.389 million Yuan** | **1.566 million Yuan** | / | Government Grants Recognized in Current Profit or Loss | Type | Current Period Amount (Yuan) | Prior Period Amount (Yuan) | | :--- | :--- | :--- | | Related to Assets | 194.404 million Yuan | 173.742 million Yuan | | Related to Income | 427.873 million Yuan | 182.415 million Yuan | | **Total** | **622.277 million Yuan** | **356.157 million Yuan** | [Risks Related to Financial Instruments](index=229&type=section&id=12.%20Risks%20Related%20to%20Financial%20Instruments) The company faces credit risk from receivables, liquidity risk managed by monitoring funding needs, and market risks including exchange rate risk, which is hedged with forward foreign exchange contracts, and interest rate risk from floating-rate borrowings, where rising rates would negatively impact net profit - The company faces various financial instrument risks in its daily activities, primarily including: **credit risk, liquidity risk, and market risk (including exchange rate risk and interest rate risk)**[612](index=612&type=chunk) - The company's credit risk primarily arises from **monetary funds, notes receivable, accounts receivable, financing for receivables, other receivables, contract assets, and long-term receivables**[613](index=613&type=chunk) - As of June 30, 2025, receivables from the company's **top five customers accounted for 23.31%** of the company's total accounts receivable[614](index=614&type=chunk) Maturity Analysis of Financial Liabilities (June 30, 2025) | Item | Within 1 Year (Yuan) | 1-2 Years (Yuan) | 2-3 Years (Yuan) | Over 3 Years (Yuan) | Total (Yuan) | | :--- | :--- | :--- | :--- | :--- | :--- | | Short-Term Borrowings | 6.644 billion Yuan | - | - | - | 6.644 billion Yuan | | Bonds Payable | 88.648 million Yuan | 132.971 million Yuan | 159.566 million Yuan | 10.194 billion Yuan | 10.576 billion Yuan | | Long-Term Borrowings (including current portion) | 9.070 billion Yuan | 8.304 billion Yuan | 5.720 billion Yuan | 9.294 billion Yuan | 32.388 billion Yuan | - Assuming other risk variables remain constant, at the end of each period, if the exchange rate of RMB against USD, EUR, GBP, JPY depreciates by **1%**, the company's net profit for that year would **decrease by 6.597 million Yuan**[621](index=621&type=chunk) - Assuming other risk variables remain constant, if the interest rate on floating-rate borrowings increases by **50 basis points**, the company's net profit for that year would **decrease by 78.970 million Yuan**[626](index=626&type=chunk) - The company's forward foreign exchange settlement and sales business can fully utilize its hedging function to **reduce the impact of interest rate and exchange rate fluctuations on the company's profit**, decrease exchange losses, and lower financial expenses[627](index=627&type=chunk) [Fair Value Disclosure](index=240&type=section&id=13.%20Fair%20Value%20Disclosure) This section discloses the period-end fair value of assets and liabilities measured at fair value, categorized into three levels based on input values used for measurement. Total assets continuously measured at fair value amounted to 2.350 billion Yuan, and total liabilities were 1.798 million Yuan Period-end Fair Value of Assets and Liabilities Measured at Fair Value | Item | Level 1 Fair Value Measurement (Yuan) | Level 2 Fair Value Measurement (Yuan) | Level 3 Fair Value Measurement (Yuan) | Total (Yuan) | | :--- | :--- | :--- | :--- | :--- | | **I. Continuous Fair Value Measurement** | | | | | | (I) Trading Financial Assets | - | 16.754 million Yuan | - | 16.754 million Yuan | | (II) Financing for Receivables | - | - | 460.875 million Yuan | 460.875 million Yuan | | (III) Other Equity Instrument Investments | 85.596 million Yuan | 1.745 billion Yuan | - | 1.830 billion Yuan | | (IV) Other Non-Current Financial Assets | - | 42.500 million Yuan | - | 42.500 million Yuan | | **Total Assets Continuously Measured at Fair Value** | **85.596 million Yuan** | **1.804 billion Yuan** | **460.875 million Yuan** | **2.350 billion Yuan** | | (V) Trading Financial Liabilities | - | 1.228 million Yuan | - | 1.228 million Yuan | | (VI) Derivative Financial Liabilities | - | 570,487.37 Yuan | - | 570,487.37 Yuan | | **Total Liabilities Continuously Measured at Fair Value** | - | **1.798 million Yuan** | - | **1.798 million Yuan** | - The fair value of Level 1 fair value measurement items is determined based on the **closing price of the Shanghai and Shenzhen stock markets on June 30, 2025**[637](index=637&type=chunk) - Level 2 fair value measurement items (e.g., forward foreign exchange contracts in derivative financial assets) are determined by **discounting the difference between the exercise price and the market forward price of the forward foreign exchange contract**, while the fair value of other equity instrument investments is adjusted based on their recent financing or transfer prices[637](index=637&type=chunk) - Level 3 fair value measurement items (e.g., financing for receivables) are valued at fair value using **discounted future cash flows**[638](index=638&type=chunk) [Related Parties and Related-Party Transactions](index=241&type=section&id=14.%20Related%20Parties%20and%20Related-Party%20Transactions) This section discloses that Mr. Gao Jifan is the company's ultimate controlling party, directly and indirectly controlling 35.61% of the equity as of June 30, 2025, and lists important joint ventures, associates, and other related parties. During the reporting period, the company engaged in various related-party transactions, including purchases and sales of goods, provision and acceptance of services, related-party leases, related-party guarantees, related-party fund borrowings, and related-party asset transfers - The company's ultimate controlling party is natural person **Mr. Gao Jifan**, who, as of June 30, 2025, directly and indirectly controls **35.61% of the company's equity**[639](index=639&type=chunk) Related-Party Transactions for Purchase of Goods/Acceptance of Services (Current Period Amount) | Related Party | Content of Related-Party Transaction | Current Period Amount (Yuan) | | :--- | :--- | :--- | | Changzhou Junhe Technology Co., Ltd. | Purchase of Goods | 8.064 million Yuan | | Inner Mongolia Tongwei High-Purity Polysilicon Co., Ltd. | Purchase of Goods | 82.967 million Yuan | | PT TRINA MAS AGRA INDONESIA | Purchase of Goods | 116.408 million Yuan | | T1 G1 Dallas Solar Module (Trina) LLC | Purchase of Goods | 1.214 billion Yuan | Related-Party Transactions for Sale of Goods/Provision of Services (Current Period Amount) | Related Party | Content of Related-Party Transaction | Current Period Amount (Yuan) | | :--- | :--- | :--- | | PT TRINA MAS AGRA INDONESIA | Sale of Goods | 171.327 million Yuan | | T1 G1 Dallas Solar Module (Trina) LLc | Sale of Goods | 990.172 million Yuan | | T1 G1 Dallas Solar Module (Trina) LLc | Patent and Trademark Usage Fees | 58.923 million Yuan | - The company, as the guaranteed party, received a guarantee from Zhejiang Lishui Xingchuang Enterprise Management Consulting Co., Ltd., with **36.995 million Yuan** of the guarantee still outstanding at period-end[650](index=650&type=chunk) - The company provided **fund borrowings** to Changzhou Ganghua Trina Smart Energy Co., Ltd. and New Dasan Energy Co., Ltd[647](index=647&type=chunk) - Key management personnel compensation for the current period amounted to **8.133 million Yuan**[653](index=653&type=chunk) [Share-Based Payment](index=249&type=section&id=15.%20Share-Based%20Payment) This section discloses the company's equity-settled share-based payment information. During the reporting period, the number of forfeited equity instruments by employees was 40,315,900 shares, totaling 397.112 million Yuan. The cumulative amount of equity-settled share-based payments recognized in capital reserve was 566.272 million Yuan, with a current period share-based payment expense of -15.963 million Yuan Details of Equity Instruments (Forfeited in Current Period) | Category of Grantee | Number of Forfeited Shares in Current Period (Shares) | Amount of Forfeited Shares in Current Period (Yuan) | | :--- | :--- | :--- | | Employees | 40,315,900.00 | 397.112 million Yuan | - The cumulative amount of equity-settled share-based payments recognized in capital reserve was **566.272 million Yuan**[664](index=664&type=chunk) - Share-based payment expense for the current period was **-15.963 million Yuan**[666](index=666&type=chunk) [Commitments and Contingencies](index=250&type=section&id=16.%20Commitments%20and%20Contingencies) This section discloses the company's significant outstanding commitments and contingencies at period-end. The period-end balance of signed fixed asset procurement contracts was 1.407 billion Yuan. Contingencies include an unresolved lawsuit with Total Energies, joint liability guarantees provided by a subsidiary for household PV users, guarantees provided by a subsidiary for project company borrowings, and a counter-guarantee provided by the company for J

天合光能股份有限公司 董事会提名委员会工作规则 第一章 总则 第一条 天合光能股份有限公司（以下简称"公司"）为规范董事及高级 管理人员的产生，优化董事会的组成，完善公司治理结构，特设立董事会提名委 员会（以下简称"本委员会"），作为负责选择公司董事、总经理以及其他高级管 理人员的专门机构。 第二条 为确保本委员会规范、高效地开展工作，公司董事会根据《中 华人民共和国公司法》（以下简称"《公司法》"）、《上市公司治理准则》和 《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，特 制定本规则。 第二章 人员组成 第三条 本委员会由三名董事组成，其中独立董事应占二分之一以上。 第四条 本委员会设召集人一名，由独立董事担任，负责主持委员会工 作。 （二）聘任或者解聘高级管理人员； （三）法律、行政法规、中国证监会规定、上海证券交易所相关规定和《公 司章程》规定的其他事项。 本委员会应当对被提名独立董事候选人任职资格进行审查，并形成明确的审 查意见。 董事会对本委员会的建议未采纳或未完全采纳的，应当在董事会决议中记载 提名委员会的意见及未采纳的具体理由，并进行披露。 第八条 本委员会制定董事会成员多 ...