|
Trina Solar Limited
|
|
(Name of Issuer)
|
|
American Depositary Shares, each representing
50 Ordinary Shares, par value $0.00001 per share
|
|
(Title of Class of Securities)
|
|
89628E104
|
|
(CUSIP Number)
|
|
December 31, 2014
|
|
(Date of Event which Requires Filing of this Statement)
|
|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
|
|
x
|
Rule 13d-1(b)
|
|
o
|
Rule 13d-1(c)
|
|
o
|
Rule 13d-1(d)
|
|
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
|
|
|
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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|
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CUSIP No. 89628E104
|
SCHEDULE 13G |
Page 2 of 21
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Emerging Markets Absolute Return Fund, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
17,520,000 (1)
|
|
6
|
SHARED VOTING POWER
None
|
|
|
7
|
SOLE DISPOSITIVE POWER
17,520,000 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
None
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,520,000 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4% (2)
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
(1)
|
In its capacity as the direct owner of 350,400 American Depositary Shares (the “ADSs”) each of which represents an underlying 50 ordinary shares, par value $0.00001 per share, of the Issuer (“Shares”).
|
|
(2)
|
All calculations of percentage ownership herein are based upon an aggregate of 4,702,983,464 Shares outstanding as of June 30, 2014, as reported by the Issuer on its Prospectus, dated September 30, 2014, filed pursuant to Rule 424(b)(5) with the United States Securities Exchange Commission (the “SEC”) on October 1, 2014 (the “Prospectus”).
|
|
CUSIP No. 89628E104
|
SCHEDULE 13G |
Page 3 of 21
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Emerging Markets Equity Fund, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
80,000,000 (1)
|
|
6
|
SHARED VOTING POWER
None
|
|
|
7
|
SOLE DISPOSITIVE POWER
80,000,000 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
None
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,000,000 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.7%
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
(1)
|
In its capacity as the direct owner of 1,600,000 ADSs, representing an underlying 80,000,000 Shares.
|
|
CUSIP No. 89628E104
|
SCHEDULE 13G |
Page 4 of 21
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Emerging Markets Equity Fund GP, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
80,000,000 (1)
|
|
6
|
SHARED VOTING POWER
None
|
|
|
7
|
SOLE DISPOSITIVE POWER
80,000,000 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
None
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,000,000 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.7%
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
(1)
|
Solely in its capacity as the general partner of Oaktree Emerging Markets Equity Fund, L.P.
|
|
CUSIP No. 89628E104
|
SCHEDULE 13G |
Page 5 of 21
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Emerging Markets Equity Fund GP Ltd.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
80,000,000 (1)
|
|
6
|
SHARED VOTING POWER
None
|
|
|
7
|
SOLE DISPOSITIVE POWER
80,000,000 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
None
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
80,000,000 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.7%
|
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
(1)
|
Solely in its capacity as the general partner of Oaktree Emerging Markets Equity Fund GP, L.P.
|
|
CUSIP No. 89628E104
|
SCHEDULE 13G |
Page 6 of 21
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Fund GP I, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
97,520,000 (1)
|
|
6
|
SHARED VOTING POWER
None
|
|
|
7
|
SOLE DISPOSITIVE POWER
97,520,000 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
None
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,520,000 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.1%
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
(1)
|
Solely in its capacity as the general partner of Oaktree Emerging Markets Absolute Return Fund, L.P. and as the sole shareholder of Oaktree Emerging Markets Equity Fund GP Ltd.
|
|
CUSIP No. 89628E104
|
SCHEDULE 13G |
Page 7 of 21
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital I, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
97,520,000 (1)
|
|
6
|
SHARED VOTING POWER
None
|
|
|
7
|
SOLE DISPOSITIVE POWER
97,520,000 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
None
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,520,000 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.1%
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
(1)
|
Solely in its capacity as the general partner of Oaktree Fund GP I, L.P.
|
|
CUSIP No. 89628E104
|
SCHEDULE 13G |
Page 8 of 21
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OCM Holdings I, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
97,520,000 (1)
|
|
6
|
SHARED VOTING POWER
None
|
|
|
7
|
SOLE DISPOSITIVE POWER
97,520,000 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
None
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,520,000 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.1%
|
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
(1)
|
Solely in its capacity as the general partner of Oaktree Capital I, L.P.
|
|
CUSIP No. 89628E104
|
SCHEDULE 13G |
Page 9 of 21
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Holdings, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
97,520,000 (1)
|
|
6
|
SHARED VOTING POWER
None
|
|
|
7
|
SOLE DISPOSITIVE POWER
97,520,000 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
None
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,520,000 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.1%
|
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
(1)
|
Solely in its capacity as the general partner of OCM Holdings I, LLC.
|
|
CUSIP No. 89628E104
|
SCHEDULE 13G |
Page 10 of 21
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital Management, L.P.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
282,801,100 (1)
|
|
6
|
SHARED VOTING POWER
None
|
|
|
7
|
SOLE DISPOSITIVE POWER
282,801,100 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
None
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
282,801,100 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.0%
|
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
(1)
|
Solely in its capacity as the duly appointed investment manager for Oaktree Emerging Markets Absolute Return Fund, L.P., Oaktree Emerging Markets Equity Fund, L.P. and certain separate accounts, none of which separate accounts owns more than 0.6% of the issued and outstanding Shares individually, and as the sole director of Oaktree Emerging Markets Equity Fund GP Ltd.
|
|
CUSIP No. 89628E104
|
SCHEDULE 13G |
Page 11 of 27
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Holdings, Inc.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
282,801,100 (1)
|
|
6
|
SHARED VOTING POWER
None
|
|
|
7
|
SOLE DISPOSITIVE POWER
282,801,100 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
None
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
282,801,100 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.0%
|
|
|
12
|
TYPE OF REPORTING PERSON
CO
|
|
(1)
|
Solely in its capacity as the general partner of Oaktree Capital Management, L.P.
|
|
CUSIP No. 89628E104
|
SCHEDULE 13G |
Page 12 of 21
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital Group, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
282,801,100 (1)
|
|
6
|
SHARED VOTING POWER
None
|
|
|
7
|
SOLE DISPOSITIVE POWER
282,801,100 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
None
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
282,801,100 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.0%
|
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
(1)
|
Solely in its capacity as the managing member of Oaktree Holdings, LLC and as the sole shareholder of Oaktree Holdings, Inc.
|
|
CUSIP No. 89628E104
|
SCHEDULE 13G |
Page 13 of 21
|
|
1
|
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oaktree Capital Group Holdings GP, LLC
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
282,801,100 (1)
|
|
6
|
SHARED VOTING POWER
None
|
|
|
7
|
SOLE DISPOSITIVE POWER
282,801,100 (1)
|
|
|
8
|
SHARED DISPOSITIVE POWER
None
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
282,801,100 (1)
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o |
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.0%
|
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
(1)
|
Solely in its capacity as the duly elected manager of Oaktree Capital Group, LLC.
|
|
CUSIP No. 89628E104
|
SCHEDULE 13G |
Page 14 of 21
|
|
ITEM 1.
|
(a)
|
Name of Issuer:
|
|
Trina Solar Limited
|
||
|
(b)
|
Address of Issuer’s Principal Executive Offices:
|
|
|
No. 2 Tian He Road, Electronics Park, New District
Changzhou, Jiangsu 213031, People’s Republic of China
|
|
ITEM 2.
|
||
|
(a)-(c) Name of Person Filing; Address of Principal Business Office; and Citizenship
This Schedule 13G is filed jointly by each of the following persons (collectively, the “Reporting Persons”) pursuant to a joint filing agreement attached hereto as Exhibit 1:
|
|
(1)
|
Oaktree Emerging Markets Absolute Return Fund, L.P., a Delaware limited partnership (“Return Fund”), in its capacity as the direct owner of 350,400 ADSs, representing a total of 17,520,000 Shares underlying the ADSs;
|
|
|
(2)
|
Oaktree Emerging Markets Equity Fund, L.P., a Cayman Islands limited partnership (“MEF”), in its capacity as the direct owner of 1,600,000 ADSs, representing a total of 80,000,000 Shares underlying the ADSs;
|
|
|
(3)
|
Oaktree Emerging Markets Equity Fund GP, L.P., a Cayman Islands limited partnership (“MEF GP”), in its capacity as the general partner of MEF;
|
|
|
(4)
|
Oaktree Emerging Markets Equity Fund GP Ltd., a Cayman Islands exempted company (“MEF GP Ltd.”), in its capacity as the general partner of MEF GP;
|
|
(5)
|
Oaktree Fund GP I, L.P., a Delaware limited partnership (“GP I”), in its capacity as the general partner of Return Fund and as the sole shareholder of MEF GP Ltd.;
|
|
(6)
|
Oaktree Capital I, L.P., a Delaware limited partnership (“Capital I”), in its capacity as the general partner of GP I;
|
|
|
(7)
|
OCM Holdings I, LLC, a Delaware limited liability company (“Holdings I”), in its capacity as the general partner of Capital I;
|
|
|
(8)
|
Oaktree Holdings, LLC, a Delaware limited liability company (“Holdings”) in its capacity as the managing member of Holdings I;
|
|
|
(9)
|
Oaktree Capital Management, L.P., a Delaware limited partnership (“Management”), in its capacity as the duly appointed investment manager of Return Fund, MEF and certain separate accounts (the “Separate Accounts”) that are the direct owners of an aggregate of 3,705,622 ADSs, representing a total of 185,281,100 Shares underlying the ADSs, and as the sole director of MEF GP Ltd.;
|
|
|
(10)
|
Oaktree Holdings, Inc., a Delaware corporation (“Holdings, Inc.”), in its capacity as the general partner of Management;
|
|
|
(11)
|
Oaktree Capital Group, LLC, a Delaware limited liability company (“OCG”), in its capacity as the managing member of Holdings and as the sole shareholder of Holdings, Inc.; and
|
|
|
(12)
|
Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company (“OCGH GP”), in its capacity as the duly elected manager of OCG.
|
|
The principal business address of each of the Reporting Persons is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071.
|
||
|
(d)
|
Title of Class of Securities:
|
|
|
American Depositary Shares, each representing an underlying 50 ordinary shares, par value $0.00001 per share
|
||
|
(e)
|
CUSIP Number: 89628E104
|
|
CUSIP No. 89628E104
|
SCHEDULE 13G |
Page 15 of 21
|
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ITEM 3.
|
IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
|
|
(a)
|
[__] Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o)
|
|
|
(b)
|
[__] Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c)
|
|
|
(c)
|
[__] Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c)
|
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|
(d)
|
[__] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)
|
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|
(e)
|
[X] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E)
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|
(f)
|
[__] An employee benefit plan or endowment fund in accordance with ss.240.13d-1(b)(1)(ii)(F);
|
|
|
(g)
|
[__] A Parent holding company or control person in accordance with ss.240.13d-1(b)(1)(ii)(G);
|
|
|
(h)
|
[__] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)
|
|
|
(i)
|
[__] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3)
|
|
|
(j)
|
[ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(J).
|
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|
ITEM 4.
|
OWNERSHIP
|
|
|
(a)-(c) Amount beneficially owned, percent of class, number of shares as to which each person has sole or shared power to vote or direct the vote; sole or shared power to dispose or direct the disposition of:
The responses of the Reporting Persons to Rows 5, 6, 7, 8, 9 and 11 in each of their respective cover pages to this Schedule 13G are incorporated herein by reference.
Return Fund directly holds 350,400 ADSs, representing an underlying 17,520,000 Shares, constituting approximately 0.4% of the total issued and outstanding Shares and has the sole power to vote and dispose of such Shares.
MEF directly holds 1,600,000 ADSs, representing an underlying 80,000,000 Shares, constituting approximately 1.7% of the total issued and outstanding Shares and has the sole power to vote and dispose of such Shares.
MEF GP, in its capacity as the general partner of MEF, has the ability to direct the management of MEF’s business, including the power to vote and dispose of securities held by MEF; therefore, MEF GP may be deemed to beneficially own the ADSs held by MEF.
MEF GP Ltd., in its capacity as the general partner of MEF GP, has the ability to direct the management of MEF GP’s business, including the power to direct the decisions of MEF GP regarding the vote and disposition of securities held by MEF; therefore, MEF GP Ltd. may be deemed to have indirect beneficial ownership of the ADSs held by MEF.
GP I, in its capacity as the general partner of Return Fund and as the sole shareholder of MEF GP Ltd., has the ability to direct the management of Return Fund’s business and to appoint and remove the directors and direct the management of the business of MEF GP Ltd. As such, GP I has the power to direct the decisions of Return Fund and MEF GP Ltd. regarding the vote and disposition of securities held by each of Return Fund and MEF; therefore, GP I may be deemed to have indirect beneficial ownership of the ADSs held by each of Return Fund and MEF.
Capital I, in its capacity as the general partner of GP I, has the ability to direct the management of GP I’s business, including the power to direct the decisions of GP I regarding the vote and disposition of securities held by Return Fund and MEF; therefore, Capital I may be deemed to have indirect beneficial ownership of the ADSs held by each of Return Fund and MEF.
Holdings I, in its capacity as the general partner of Capital I, has the ability to direct the management of Capital I’s business, including the power to direct the decisions of Capital I regarding the vote and disposition of securities held by each of Return Fund and MEF; therefore, Holdings I may be deemed to have indirect beneficial ownership of the ADSs held by each of Return Fund and MEF.
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||
|
CUSIP No. 89628E104
|
SCHEDULE 13G |
Page 16 of 21
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|
Holdings, in its capacity as the managing member of Holdings I, has the ability to direct the management of Holding I’s business, including the power to direct the decisions of Holdings I regarding the vote and disposition of securities held by each of Return Fund and MEF; therefore, Holdings may be deemed to have indirect beneficial ownership of the ADSs held by each of Return Fund and MEF.
Management, in its capacity as the duly appointed investment manager of Return Fund, MEF and the Separate Accounts, and as the sole director of MEF GP Ltd., has the ability to direct the management of Return Fund, the Separate Accounts and MEF GP Ltd., including the power to direct the decisions of Return Fund, the Separate Accounts and MEF regarding the vote and disposition of securities held by Return Fund, the Separate Accounts and MEF; therefore, Management may be deemed to have indirect beneficial ownership of the ADSs held by Return Fund, the Separate Accounts and MEF. The Separate Accounts hold in aggregate 3,705,622 ADSs, representing an underlying 185,281,100 Shares, constituting approximately 3.9% of the total issued and outstanding Shares.
Holdings, Inc., in its capacity as the general partner of Management, has the ability to direct the management of Management’s business, including the power to vote and dispose of securities held by Return Fund, the Separate Accounts and MEF; therefore, Holdings, Inc. may be deemed to have indirect beneficial ownership of the ADSs held by Return Fund, the Separate Accounts and MEF.
|
|
CUSIP No. 89628E104
|
SCHEDULE 13G |
Page 17 of 21
|
|
ITEM 10.
|
CERTIFICATIONS.
|
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.
|
|
OAKTREE EMERGING MARKETS ABSOLUTE RETURN FUND, L.P.
|
|||
|
By:
|
Oaktree Fund GP I, L.P.
|
||
|
Its:
|
General Partner
|
||
|
By:
|
/s/ Martin A. Boskovich
|
||
|
Name:
|
Martin A. Boskovich
|
||
|
Title:
|
Authorized Signatory
|
||
|
By:
|
/s/ Philip McDermott
|
||
|
Name:
|
Philip McDermott
|
||
|
Title:
|
Authorized Signatory
|
||
|
OAKTREE EMERGING MARKETS EQUITY FUND, L.P.
|
|||
|
By:
|
Oaktree Emerging Markets Equity Fund GP, L.P.
|
||
|
Its:
|
General Partner
|
||
|
By:
|
Oaktree Emerging Markets Equity Fund GP Ltd.
|
||
|
Its:
|
General Partner
|
||
|
By:
|
Oaktree Capital Management, L.P.
|
||
|
Its:
|
Director
|
||
|
By:
|
/s/ Martin A. Boskovich
|
||
|
Name:
|
Martin A. Boskovich
|
||
|
Title:
|
Managing Director
|
||
|
By:
|
/s/ Philip McDermott
|
||
|
Name:
|
Philip McDermott
|
||
|
|
Title:
|
Assistant Vice President
|
|
|
CUSIP No. 89628E104
|
SCHEDULE 13G |
Page 18 of 21
|
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OAKTREE EMERGING MARKETS EQUITY FUND GP, L.P.
|
|||
|
By:
|
Oaktree Emerging Markets Equity Fund GP Ltd.
|
||
|
Its:
|
General Partner
|
||
|
By:
|
Oaktree Capital Management, L.P.
|
||
|
Its:
|
Director
|
||
|
By:
|
/s/ Martin A. Boskovich
|
||
|
Name:
|
Martin A. Boskovich
|
||
|
Title:
|
Managing Director
|
||
|
By:
|
/s/ Philip McDermott
|
||
|
Name:
|
Philip McDermott
|
||
|
Title:
|
Assistant Vice President
|
||
|
OAKTREE EMERGING MARKETS EQUITY FUND GP LTD.
|
|||
|
By:
|
Oaktree Capital Management, L.P.
|
||
|
Its:
|
Director
|
||
|
By:
|
/s/ Martin A. Boskovich
|
||
|
Name:
|
Martin A. Boskovich
|
||
|
Title:
|
Managing Director
|
||
|
By:
|
/s/ Philip McDermott
|
||
|
Name:
|
Philip McDermott
|
||
|
Title:
|
Assistant Vice President
|
||
|
OAKTREE FUND GP I, L.P.
|
|||
|
By:
|
/s/ Martin A. Boskovich
|
||
|
Name:
|
Martin A. Boskovich
|
||
|
Title:
|
Authorized Signatory
|
||
|
By:
|
/s/ Philip McDermott
|
||
|
Name:
|
Philip McDermott
|
||
|
Title:
|
Assistant Vice President
|
||
|
OAKTREE CAPITAL I, L.P.
|
|||
|
By:
|
OCM Holdings I, LLC
|
||
|
Its:
|
General Partner
|
||
|
By:
|
/s/ Martin A. Boskovich
|
||
|
Name:
|
Martin A. Boskovich
|
||
|
Title:
|
Managing Director
|
||
|
By:
|
/s/ Philip McDermott
|
||
|
Name:
|
Philip McDermott
|
||
|
Title:
|
Assistant Vice President
|
||
|
CUSIP No. 89628E104
|
SCHEDULE 13G |
Page 19 of 21
|
|
OCM HOLDINGS I, LLC
|
|||
|
By:
|
/s/ Martin A. Boskovich
|
||
|
Name:
|
Martin A. Boskovich
|
||
|
Title:
|
Managing Director
|
||
|
By:
|
/s/ Philip McDermott
|
||
|
Name:
|
Philip McDermott
|
||
|
Title:
|
Assistant Vice President
|
||
|
OAKTREE HOLDINGS, LLC
|
|||
|
By:
|
Oaktree Capital Group, LLC
|
||
|
Its:
|
Managing Member
|
||
|
By:
|
/s/ Martin A. Boskovich
|
||
|
Name:
|
Martin A. Boskovich
|
||
|
Title:
|
Managing Directory
|
||
|
By:
|
/s/ Philip McDermott
|
||
|
Name:
|
Philip McDermott
|
||
|
Title:
|
Assistant Vice President
|
||
|
OAKTREE CAPITAL MANAGEMENT, L.P.,
on behalf of itself and the Separate Accounts
|
|||
|
By:
|
/s/ Martin A. Boskovich
|
||
|
Name:
|
Martin A. Boskovich
|
||
|
Title:
|
Managing Director
|
||
|
By:
|
/s/ Philip McDermott
|
||
|
Name:
|
Philip McDermott
|
||
|
Title:
|
Assistant Vice President
|
||
|
OAKTREE HOLDINGS, INC.
|
|||
|
By:
|
/s/ Martin A. Boskovich
|
||
|
Name:
|
Martin A. Boskovich
|
||
|
Title:
|
Managing Director
|
||
|
By:
|
/s/ Philip McDermott
|
||
|
Name:
|
Philip McDermott
|
||
|
Title:
|
Assistant Vice President
|
||
|
CUSIP No. 89628E104
|
SCHEDULE 13G |
Page 20 of 21
|
|
OAKTREE CAPITAL GROUP, LLC
|
|||
|
By:
|
/s/ Martin A. Boskovich
|
||
|
Name:
|
Martin A. Boskovich
|
||
|
Title:
|
Managing Director
|
||
|
By:
|
/s/ Philip McDermott
|
||
|
Name:
|
Philip McDermott
|
||
|
Title:
|
Assistant Vice President
|
||
|
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
|
|||
|
By:
|
/s/ Martin A. Boskovich
|
||
|
Name:
|
Martin A. Boskovich
|
||
|
Title:
|
Managing Director
|
||
|
By:
|
/s/ Philip McDermott
|
||
|
Name:
|
Philip McDermott
|
||
|
Title:
|
Assistant Vice President
|
||
|
CUSIP No. 89628E104
|
SCHEDULE 13G |
Page 21 of 21
|
|
Exhibit 1.
|
Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (filed herewith).
|
|
OAKTREE EMERGING MARKETS ABSOLUTE RETURN FUND, L.P.
|
|||
|
By:
|
Oaktree Fund GP I, L.P.
|
||
|
Its:
|
General Partner
|
||
|
By:
|
/s/ Martin A. Boskovich
|
||
|
Name:
|
Martin A. Boskovich
|
||
|
Title:
|
Authorized Signatory
|
||
|
By:
|
/s/ Philip McDermott
|
||
|
Name:
|
Philip McDermott
|
||
|
Title:
|
Authorized Signatory
|
||
|
OAKTREE EMERGING MARKETS EQUITY FUND, L.P.
|
|||
|
By:
|
Oaktree Emerging Markets Equity Fund GP, L.P.
|
||
|
Its:
|
General Partner
|
||
|
By:
|
Oaktree Emerging Markets Equity Fund GP Ltd.
|
||
|
Its:
|
General Partner
|
||
|
By:
|
Oaktree Capital Management, L.P.
|
||
|
Its:
|
Director
|
||
|
By:
|
/s/ Martin A. Boskovich
|
||
|
Name:
|
Martin A. Boskovich
|
||
|
Title:
|
Managing Director
|
||
|
By:
|
/s/ Philip McDermott
|
||
|
Name:
|
Philip McDermott
|
||
|
|
Title:
|
Assistant Vice President
|
|
|
OAKTREE EMERGING MARKETS EQUITY FUND GP, L.P.
|
|||
|
By:
|
Oaktree Emerging Markets Equity Fund GP Ltd.
|
||
|
Its:
|
General Partner
|
||
|
By:
|
Oaktree Capital Management, L.P.
|
||
|
Its:
|
Director
|
||
|
By:
|
/s/ Martin A. Boskovich
|
||
|
Name:
|
Martin A. Boskovich
|
||
|
Title:
|
Managing Director
|
||
|
By:
|
/s/ Philip McDermott
|
||
|
Name:
|
Philip McDermott
|
||
|
Title:
|
Assistant Vice President
|
||
|
OAKTREE EMERGING MARKETS EQUITY FUND GP LTD.
|
|||
|
By:
|
Oaktree Capital Management, L.P.
|
||
|
Its:
|
Director
|
||
|
By:
|
/s/ Martin A. Boskovich
|
||
|
Name:
|
Martin A. Boskovich
|
||
|
Title:
|
Managing Director
|
||
|
By:
|
/s/ Philip McDermott
|
||
|
Name:
|
Philip McDermott
|
||
|
Title:
|
Assistant Vice President
|
||
|
OAKTREE FUND GP I, L.P.
|
|||
|
By:
|
/s/ Martin A. Boskovich
|
||
|
Name:
|
Martin A. Boskovich
|
||
|
Title:
|
Authorized Signatory
|
||
|
By:
|
/s/ Philip McDermott
|
||
|
Name:
|
Philip McDermott
|
||
|
Title:
|
Assistant Vice President
|
||
|
OAKTREE CAPITAL I, L.P.
|
|||
|
By:
|
OCM Holdings I, LLC
|
||
|
Its:
|
General Partner
|
||
|
By:
|
/s/ Martin A. Boskovich
|
||
|
Name:
|
Martin A. Boskovich
|
||
|
Title:
|
Managing Director
|
||
|
By:
|
/s/ Philip McDermott
|
||
|
Name:
|
Philip McDermott
|
||
|
Title:
|
Assistant Vice President
|
||
|
OCM HOLDINGS I, LLC
|
|||
|
By:
|
/s/ Martin A. Boskovich
|
||
|
Name:
|
Martin A. Boskovich
|
||
|
Title:
|
Managing Director
|
||
|
By:
|
/s/ Philip McDermott
|
||
|
Name:
|
Philip McDermott
|
||
|
Title:
|
Assistant Vice President
|
||
|
OAKTREE HOLDINGS, LLC
|
|||
|
By:
|
Oaktree Capital Group, LLC
|
||
|
Its:
|
Managing Member
|
||
|
By:
|
/s/ Martin A. Boskovich
|
||
|
Name:
|
Martin A. Boskovich
|
||
|
Title:
|
Managing Directory
|
||
|
By:
|
/s/ Philip McDermott
|
||
|
Name:
|
Philip McDermott
|
||
|
Title:
|
Assistant Vice President
|
||
|
OAKTREE CAPITAL MANAGEMENT, L.P.,
on behalf of itself and the Separate Accounts
|
|||
|
By:
|
/s/ Martin A. Boskovich
|
||
|
Name:
|
Martin A. Boskovich
|
||
|
Title:
|
Managing Director
|
||
|
By:
|
/s/ Philip McDermott
|
||
|
Name:
|
Philip McDermott
|
||
|
Title:
|
Assistant Vice President
|
||
|
OAKTREE HOLDINGS, INC.
|
|||
|
By:
|
/s/ Martin A. Boskovich
|
||
|
Name:
|
Martin A. Boskovich
|
||
|
Title:
|
Managing Director
|
||
|
By:
|
/s/ Philip McDermott
|
||
|
Name:
|
Philip McDermott
|
||
|
Title:
|
Assistant Vice President
|
||
|
OAKTREE CAPITAL GROUP, LLC
|
|||
|
By:
|
/s/ Martin A. Boskovich
|
||
|
Name:
|
Martin A. Boskovich
|
||
|
Title:
|
Managing Director
|
||
|
By:
|
/s/ Philip McDermott
|
||
|
Name:
|
Philip McDermott
|
||
|
Title:
|
Assistant Vice President
|
||
|
OAKTREE CAPITAL GROUP HOLDINGS GP, LLC
|
|||
|
By:
|
/s/ Martin A. Boskovich
|
||
|
Name:
|
Martin A. Boskovich
|
||
|
Title:
|
Managing Director
|
||
|
By:
|
/s/ Philip McDermott
|
||
|
Name:
|
Philip McDermott
|
||
|
Title:
|
Assistant Vice President
|
||