November 7th, reported by the Science and Technology Innovation Board Daily (Reporter: Yu Jiaxin), on the evening of November 6th, trina solar co., ltd. announced that its wholly-owned subsidiary Trina Solar (Schweiz) AG (referred to as: TSW) agreed to sell its core assets, Trina Solar US Manufacturing Module1, LLC (referred to as: TUM1) to the U.S.-listed company FREYR Battery, Inc. (referred to as: FREYR).

Trina Solar co., ltd. will receive $0.1 billion in cash; $0.15 billion in face value of senior notes; and 45,877,960 shares of FREYR common stock, which will be obtained in two stages: the first stage will receive an additional 15,437,847 shares issued by FREYR to the company, accounting for 9.9% of the total issued shares after fulfilling relevant delivery terms; the second stage will receive an additional 30,440,113 shares issued by FREYR to the company after relevant approvals, the company will hold a total of 45,877,960 shares, representing approximately 19.08% of FREYR shares at that time. If the second stage approval is not granted, trina solar co., ltd. will receive approximately $80 million in senior notes from FREYR as compensation.

The underlying assets involved in this restructuring are trina solar co., ltd.'s 5GW module factory in the USA that is nearing completion and set to start production. From January to September 2024, the trading target TUM1 had unaudited revenue of 0.295 billion yuan, a net loss of 0.188 billion yuan, total liabilities of approximately 4.582 billion yuan, total assets of approximately 5.082 billion yuan, and net assets of approximately 0.5 billion yuan.

According to the introduction, FREYR is a company listed on the NYSE, offering battery solutions in the USA, Norway, and other places. The company develops battery production facilities, with its products mainly used in energy storage systems and the commercial mobility sector, including ship applications and the commercial vehicle market. FREYR has no controlling shareholder, with Encompass Capital Advisors LLC as the largest shareholder holding 12.56%, and Koch, Inc. as the second largest shareholder holding 8.2%.

From January to June 2024, FREYR had unaudited net losses of $55.851 million, and a full-year net loss of $73.096 million in 2023.

The announcement indicates that after this transaction is completed, the components produced by FREYR will continue to use the trina solar co., ltd. brand and collaborate for external sales to ensure the supply of domestically manufactured products in the USA.

Trina solar co., ltd. stated that this transaction will promote the better development of the trina brand in the USA by retaining technology, brand output, combining the industry experience and government relations of the management team of the transaction's counterparty in the USA and Nordic capital markets, and by quickly recovering cash, acquiring shares and rights, achieving investment value appreciation, and continuously sharing high profits from the solar business in the USA.

"If this trade is successfully implemented, the profit generated is expected to account for more than 10% of the company's audited net income in the most recent fiscal year, and the absolute amount exceeds 1 million yuan," said Trina Solar Co., Ltd. The data shows that in 2023, Trina Solar Co., Ltd.'s annual net income was 5.531 billion yuan.

In the first three quarters of 2024, Trina Solar Co., Ltd. changed from profit to loss, with a net loss of 0.847 billion yuan, and a net loss of 1.373 billion yuan in the third quarter, facing a significant decline in performance. The U.S. market remains one of the markets with high gross margins.

According to the financial report, in 2023, Trina Solar Co., Ltd. achieved sales revenue of 10.828 billion yuan for photovoltaic products in the United States, with a sales gross margin of 34.23%, significantly higher than the gross margins in other countries during the same period.

Some of the equity involved in the above trade will be acquired by Trina Solar Co., Ltd.'s affiliated party. On the same day (November 6th), another announcement from Trina Solar Co., Ltd. showed that the company's affiliate, Trinaway Investment Second Ltd. (referred to as Trinaway), plans to subscribe to 14.05 million new shares of FREYR's private placement at $1475.25 per share. "After the company completes the sale of assets transaction and obtains a total of 45,877,960 shares, based on FREYR's latest closing price calculation, the proposed investment amount for this affiliated transaction is $0.048 billion."

Trinaway, introduced as an overseas entity controlled by Mrs. Wu Chunyan, the spouse of Mr. Gao Jifan, the actual controller of Trina Solar Co., Ltd. was established on April 23, 2024, with a registered capital of $1 and the main business focus on investment.